Common use of Exchange of Certificates Clause in Contracts

Exchange of Certificates. (a) Prior to the Closing Date, the Company shall retain a bank or trust company reasonably acceptable to Acquiror to act as exchange agent (the "Exchange Agent") in connection with the surrender of certificates evidencing shares of Company Stock converted into shares of Acquiror Common Stock pursuant to the Merger. Prior to the Effective Time, Acquiror shall deposit with the Exchange Agent the shares of Acquiror Common Stock to be issued in the Merger, which shares (collectively, the "Merger Stock") shall be deemed to be issued at the Effective Time. At and following the Effective Time, the Surviving Corporation shall deliver to the Exchange Agent such cash as may be required, from time to time, to make payments of cash in lieu of fractional shares in accordance with Section 1.06 hereof. (b) As soon as practicable after the Effective Time, the Exchange Agent shall mail to each person who was, at the Effective Time, a holder of record of a certificate or certificates that immediately prior to the Effective Time evidenced Outstanding Company Stock (collectively, the "Certificates"), other than the Company, Newco or any of their respective Subsidiaries, (i) a letter of transmittal (which shall specify that delivery of the Certificates shall be effective, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Agent and which shall be in such form and shall have such other provisions as Acquiror and Newco shall reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for certificates representing the Merger Stock. Upon surrender of a Certificate for cancellation to the Exchange Agent, together with such letter of transmittal duly executed and such other documents as may be required by the Exchange Agent, the holder of such Certificate shall be entitled to receive in exchange therefor certificates representing the shares of Merger Stock that such holder has the right to receive pursuant to the terms hereof (together with any dividend or distribution with respect thereto made after the Effective Time to the extent provided in Section 1.05 hereof and any cash paid in lieu of fractional shares pursuant to Section 1.06), and the Certificate so surrendered shall be canceled. In the event of a transfer of ownership of Company Stock that is not registered in the stock transfer records of the Company, a certificate representing the proper number of shares of Merger Stock may be issued to a transferee if the Certificate representing such Company Stock is presented to the Exchange Agent, accompanied by all documents required to evidence and effect such transfer and by evidence reasonably satisfactory to Acquiror and Newco that any applicable stock transfer tax has been paid. (c) After the Effective Time, each outstanding Certificate which theretofore represented shares of Company Stock shall, until surrendered for exchange in accordance with this Section 1.04, be deemed for all purposes to evidence the number of full shares of Merger Stock into which the shares of Company Stock (which, prior to the Effective Time, were represented thereby) shall have been so converted. (d) Except as otherwise expressly provided herein, the Surviving Corporation shall pay all charges and expenses, including those of the Exchange Agent, in connection with the exchange of shares of Merger Stock for shares of Company Stock. Any Merger Stock deposited with the Exchange Agent that remains unclaimed by the former stockholders of the Company after six months following the Effective Time shall be delivered to the Surviving Corporation, upon demand, and any former stockholders of the Company who have not then complied with the instructions for exchanging their Certificates shall thereafter look only to the Surviving Corporation for the exchange of Certificates. (e) Effective upon the Closing Date, the stock transfer books of the Company shall be closed, and there shall be no further registration of transfers of shares of Company Stock thereafter on the records of the Company. (f) All Merger Stock issued upon conversion of shares of Company Stock in accordance with the terms hereof shall be deemed to have been issued in full satisfaction of all rights pertaining to such shares of Company Stock.

Exchange of Certificates. (a) Prior to the Closing Date, the Company shall retain a bank At or trust company reasonably acceptable to Acquiror to act as exchange agent (the "Exchange Agent") in connection with the surrender of certificates evidencing shares of Company Stock converted into shares of Acquiror Common Stock pursuant to the Merger. Prior to promptly following the Effective Time, Acquiror Buyer shall deposit deposit, or cause to be deposited with the Exchange Agent for the benefit of holders of shares of Acquiror Company Common Stock to Stock, cash and certificates representing shares of Buying Entities' Common Stock, constituting the Merger Consideration. For purposes of this Section 1.5, holders of Company OP Units shall be issued treated in the Mergersame manner as holders of shares of Company Common Stock. (b) As of or promptly after, which shares (collectivelyand in any event not later than one business day following, the "Merger Stock") shall be deemed to be issued at the Effective Time. At and following the Effective Time, the Surviving Corporation Entity shall deliver to cause the Exchange Agent such cash as may be required, from time to time, mail (and to make payments of cash in lieu of fractional shares in accordance with Section 1.06 hereof. (bavailable for collection by hand) As soon as practicable after the Effective Time, the Exchange Agent shall mail to each person who was, at the Effective Time, a holder of record of a certificate or certificates that certificates, which immediately prior to the Effective Time evidenced Outstanding represented outstanding shares of Company Common Stock (collectively, the "Certificates"), other than the Company, Newco or any of their respective Subsidiaries, (i) a letter of transmittal and a Form of Election (which shall specify that delivery of the Certificates shall be effectiveeffected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Exchange Agent and which shall be in such the form and shall have such other provisions as Acquiror Buyer and Newco shall the Company may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for (A) a certificate or certificates representing the number of full shares of Buying Entities' Common Stock, if any, into which all or a portion of the number of shares of Company Common Stock previously represented by such Certificate have been converted pursuant to this Agreement and (B) the amount of cash, if any, into which all or a portion of the number of shares of Company Common Stock previously represented by such Certificate shall have been converted pursuant to this Agreement (which instructions shall provide that at the election of the surrendering holder, Certificates may be surrendered, and the Merger StockConsideration in exchange therefor collected, by hand delivery). Upon surrender of a Certificate for cancellation to the Exchange Agent, together with such a Form of Election and a letter of transmittal duly completed and validly executed in accordance with the instructions thereto, and such other documents as may be required by the Exchange Agentpursuant to such instructions, the holder of such Certificate shall be entitled to receive in exchange therefor certificates representing the shares Merger Consideration for each share of Merger Company Common Stock that formerly represented by such holder has Certificate, to be mailed (or made available for collection by hand if so elected by the right to receive pursuant to the terms hereof (together with any dividend or distribution with respect thereto made after the Effective Time to the extent provided in Section 1.05 hereof and any cash paid in lieu surrendering holder) within three business days of fractional shares pursuant to Section 1.06)receipt thereof, and the Certificate so surrendered shall be canceledforthwith cancelled. In The Exchange Agent shall accept such Certificates upon compliance with such reasonable terms and conditions as the event Exchange Agent may impose to effect an orderly exchange thereof in accordance with normal exchange practices. No interest shall be paid or accrued for the benefit of a transfer of ownership of Company Stock that is not registered in the stock transfer records holders of the Company, a certificate representing Certificates on the proper number Merger Consideration payable upon the surrender of shares of Merger Stock may be issued to a transferee if the Certificate representing such Company Stock is presented to the Exchange Agent, accompanied by all documents required to evidence and effect such transfer and by evidence reasonably satisfactory to Acquiror and Newco that any applicable stock transfer tax has been paidCertificates. (c) After No dividends or other distributions with respect to shares of Buying Entities' Common Stock with a record date after the Effective Time, each outstanding Time shall be paid to the holder of any unsurrendered Certificate which theretofore with respect to the shares of Buying Entities' Common Stock represented thereby by reason of the conversion of shares of Company Common Stock shallpursuant to Sections 1.2(a), 1.3 and 1.4 hereof and no cash payment in lieu of fractional shares shall be paid to any such holder pursuant to Section 1.5(d) hereof until surrendered for exchange the surrender of such Certificate in accordance with this Section 1.04Article I. Subject to the effect of applicable laws, following surrender of any such Certificate, there shall be deemed for all purposes paid to evidence the number of full shares of Merger Stock into which person in whose name the shares of Buying Entities' Common Stock are registered (i) at the time of such surrender or as promptly after the sale of the Excess Shares (as defined in Section 1.5(d) hereof) as practicable, the amount of any cash payable in lieu of fractional shares of Buying Entities' Common Stock to which such holder is entitled pursuant to Section 1.5(d) hereof and the amount of dividends or other distributions with a record date after the Effective Time theretofore paid with respect to such Buying Entities' Common Stock issued upon conversion of Company Stock Common Stock, and (whichii) at the appropriate payment date, the amount of dividends or other distributions with a record date after the Effective Time but prior to the Effective Time, were represented thereby) shall have been so convertedsuch surrender and a payment date subsequent to such surrender payable with respect to such Buying Entities' Common Stock. (d) Except Notwithstanding any other provision of this Agreement, no fraction of a share of Buying Entities' Common Stock shall be issued in connection with the Merger, and such fractional interest shall not entitle the owner thereof to vote or to any rights as a security holder of the Buying Entities. In lieu of any such fractional security, each holder of shares of Company Common Stock otherwise expressly provided herein, entitled to a fraction of a share of Buying Entities' Common Stock will be entitled to receive in accordance with the Surviving Corporation shall pay all charges and expenses, including those provisions of this Section 1.5 from the Exchange Agent, a cash payment representing such holder's proportionate interest in the net proceeds from the sale by the Exchange Agent on behalf of all such holders of the aggregate of the fractions of Buying Entities' Common Stock which would otherwise be issued (the "Excess Shares"). The sale of the Excess Shares by the Exchange Agent shall be executed on the NYSE through one or more member firms of the NYSE and shall be executed in round lots to the extent practicable. Until the net proceeds of such sale or sales have been distributed to the holders of shares of Company Common Stock, the Exchange Agent will, subject to Section 1.5(e) hereof, hold such proceeds in trust for the holders of shares of Company Common Stock (the "Excess Shares Trust"). Buyer shall pay all commissions, transfer taxes and other out-of- pocket transaction costs, including the expenses and compensation, of the Exchange Agent incurred in connection with such sale of the exchange Excess Shares. As soon as practicable after the determination of the amount of cash, if any, to be paid to holders of shares of Merger Company Common Stock for in lieu of any fractional Buying Entities' Common Stock, the Exchange Agent shall make available such amounts to such holders of shares of Company Common Stock. . (e) Any portion of the Merger Stock Consideration deposited with the Exchange Agent that pursuant to this Section 1.5 (the "Exchange Fund") which remains unclaimed by undistributed to the former stockholders holders of the Company Certificates for one year after six months following the Effective Time shall be delivered to the Surviving CorporationBuyer, upon demand, and any former stockholders holders of shares of Company Common Stock prior to the Company Merger who have not then theretofore complied with the instructions for exchanging their Certificates this Article I shall thereafter look only to the Surviving Corporation Buyer and only as general creditors thereof for the exchange payment of Certificates. their claim for (ei) Effective upon the Closing Datecash, the stock transfer books of the Company shall be closedif any, and there shall be no further registration of transfers of (ii) shares of Company Buying Entities' Common Stock, if any, (iii) any cash in lieu of fractional shares of Buying Entities' Common Stock thereafter on the records and (iv) any dividends or distributions with respect to shares of the CompanyBuying Entities' Common Stock to which such holders may be entitled. (f) All Merger None of Buyer, the Buying Entities, the Company or the Exchange Agent shall be liable to any Person in respect of shares of Buying Entities' Common Stock issued upon conversion or cash from the Exchange Fund delivered to a public official pursuant to any applicable abandoned property, escheat or similar law. If any Certificates shall not have been surrendered prior to one year after the Effective Time (or immediately prior to such earlier date on which (i) any cash, (ii) any cash in lieu of fractional shares of retained shares of Buying Entities' Common Stock, (iii) any shares of Buying Entities' Common Stock or (iv) any dividends or distributions with respect to shares of Buying Entities' Common Stock in respect of which such Certificate would otherwise escheat to or become the property of any Governmental Entity (as defined in Section 3.3(b) hereof)), any such shares of Buying Entities' Common Stock, cash, dividends or distributions in respect of such Certificate shall, to the extent permitted by applicable law, become the property of Buyer, free and clear of all claims or interest of any Person previously entitled thereto. (g) The Exchange Agent shall invest any cash included in the Exchange Fund, as directed by Buyer on a daily basis. Any interest and other income resulting from such investments shall be paid to the Company. Nothing contained in this Section 1.5(g) shall relieve Buyer, the Buying Entities or the Exchange Agent from making the payments required by this Article I to be made to the holders of shares of Company Common Stock in accordance with the terms hereof shall be deemed and to have been issued in full satisfaction of all rights pertaining to such shares holders of Company StockStock Options (as defined in Section 1.9 hereof).

Exchange of Certificates. (a) Prior to the Closing DateEffective ------------------------ Time, the Company shall retain a bank or trust company shall be designated by Parent which shall be reasonably acceptable to Acquiror to act as exchange agent the Company (the "Exchange Agent") to act as exchange agent in connection with effecting the surrender exchange of the Per Share Amount for certificates evidencing shares of Company Stock converted into shares of Acquiror Common Stock pursuant to (the Merger. Prior "Certificates") that, immediately prior to the Effective Time, Acquiror shall deposit with the Exchange Agent the shares of Acquiror Common Stock evidenced Shares entitled to be issued in the Merger, which shares (collectively, the "Merger Stock"payment pursuant to Section 2.07(a) shall be deemed to be issued at the Effective Timehereof. At and following the Effective Time, the Surviving Corporation shall deliver to the Exchange Agent such cash as may be required, from time to time, to make payments of cash in lieu of fractional shares in accordance with Section 1.06 hereof. (b) As soon as practicable after the Effective Time, the Surviving Corporation shall instruct the Exchange Agent shall to mail or otherwise deliver to each person who wasrecord holder, at immediately prior to the Effective Time, a holder of record of a certificate an outstanding Certificate or certificates that Certificates which immediately prior to the Effective Time evidenced Outstanding Company Stock (collectivelyShares, the "Certificates"), other than the Company, Newco or any of their respective Subsidiaries, (i) a letter of transmittal and instructions for use in effecting the surrender of the Certificates for payment thereof (which shall specify that delivery of the Certificates shall be effectiveeffected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Exchange Agent and which shall be in such form and shall have such other provisions as Acquiror and Newco shall Parent may reasonably specify) and (ii) instructions for use in effecting ). Upon the surrender of the Certificates in exchange for certificates representing the Merger Stock. Upon surrender of a Certificate for cancellation to the Exchange Agenteach such Certificate, together with such a duly executed letter of transmittal duly executed and such other customary documents as may be required by pursuant to the instructions, the Exchange Agent, Agent shall pay the holder of such Certificate shall be entitled an amount in cash equal to receive the Per Share Amount multiplied by the number of Shares formerly evidenced by such Certificate, in exchange therefor certificates therefor, and such Certificate shall forthwith be cancelled. Until so surrendered and exchanged, each such Certificate (other than Certificates representing Dissenting Shares or Shares held by Parent, Acquisition or the shares of Merger Stock that such holder has Company, or any direct or indirect subsidiary thereof) shall represent solely the right to receive pursuant the Per Share Amount multiplied by the number of Shares formerly evidenced by such Certificate. No interest shall be paid or accrue on the Per Share Amount. If the Per Share Amount (or any portion thereof) is to be delivered to any person other than the terms hereof (together with any dividend or distribution with respect thereto made after person in whose name the Effective Time Certificate evidencing Shares surrendered in exchange therefor is registered, it shall be a condition to the extent provided in Section 1.05 hereof and any cash paid in lieu of fractional shares pursuant to Section 1.06), and such exchange that the Certificate so surrendered shall be canceled. In properly endorsed or otherwise be in proper form for transfer and that the event person requesting such exchange shall pay to the Exchange Agent any transfer or other taxes required by reason of the payment of the Per Share Amount to a transfer person other than the registered holder of ownership the Certificate surrendered, or shall establish to the satisfaction of Company Stock the Exchange Agent that such tax has been paid or is not registered applicable. From and after the Effective Time, the holders of Certificates shall cease to have any rights with respect to Shares, except as otherwise provided herein or by law. (b) At or before the Effective Time, Parent shall (or shall cause Acquisition to) deposit in the stock transfer records of the Company, a certificate representing the proper number of shares of Merger Stock may be issued to a transferee if the Certificate representing such Company Stock is presented to trust with the Exchange Agent, accompanied in immediately available funds, the aggregate Per Share Amount to which holders of Shares shall be entitled at the Effective Time pursuant to Section 2.07(a) hereof (the "Fund"). At the direction of Parent, the Exchange Agent may invest portions of the Fund in any of (i) readily marketable obligations of the United States or any agent or instrumentality thereof or obligations unconditionally guaranteed by all documents required the government of the United States; (ii) certificates of deposit of or time deposits with any commercial bank (including the Exchange Agent) that has combined capital and surplus of at least $500,000,000; (iii) commercial paper issued by any corporation which is rated at least "P-1" by ▇▇▇▇▇'▇ Investors Service, Inc. or "A-1" by Standard & Poor's Corporation; or (iv) money market mutual funds investing in obligations of the type described in subclauses (i), (ii) or (iii) hereof. Any earnings resulting from, or interest or income produced by, such investments shall be paid to evidence the Surviving Corporation as and effect such transfer and when requested by evidence reasonably satisfactory to Acquiror and Newco that any applicable stock transfer tax has been paidthe Surviving Corporation. (c) After Promptly following the date which is one (1) year after the Effective Time, the Exchange Agent shall deliver to the Surviving Corporation all cash and other documents in its possession relating to the transactions described in this Agreement, and the Exchange Agent's duties shall terminate. Thereafter, each outstanding holder of a Certificate which theretofore represented shares of Company Stock shallformerly evidencing a Share may surrender such Certificate to the Surviving Corporation and (subject to applicable abandoned property, until surrendered for escheat and similar laws) receive in exchange in accordance with this Section 1.04, be deemed for all purposes to evidence therefor the Per Share Amount multiplied by the number of full shares of Merger Stock into which the shares of Company Stock (whichShares formerly evidenced by such Certificate, prior to the Effective Time, were represented thereby) shall have been so convertedwithout any interest or dividends thereon. (d) Except as otherwise expressly provided herein, the Surviving Corporation shall pay all charges At and expenses, including those of the Exchange Agent, in connection with the exchange of shares of Merger Stock for shares of Company Stock. Any Merger Stock deposited with the Exchange Agent that remains unclaimed by the former stockholders of the Company after six months following the Effective Time shall be delivered to the Surviving Corporation, upon demand, and any former stockholders of the Company who have not then complied with the instructions for exchanging their Certificates shall thereafter look only to the Surviving Corporation for the exchange of Certificates. (e) Effective upon the Closing DateTime, the stock transfer books records of the Company shall be closed, and there shall be no further registration of transfers of shares of Company Stock thereafter on the records stock transfer books of the Company. (f) All Merger Stock issued upon conversion Company of shares of Company Stock in accordance with any Shares. If, after the terms hereof Effective Time, Certificates formerly representing Shares are presented to the Surviving Corporation or the Exchange Agent, they shall be deemed cancelled and exchanged for the Per Share Amount multiplied by the number of Shares formerly evidenced by such Certificate, as provided in this Article III, subject to have been issued applicable law in full satisfaction the case of all rights pertaining to such shares of Company StockDissenting Shares.

Exchange of Certificates. (a) Prior to the Closing Date, the The Holding Company shall retain a bank or trust company reasonably acceptable to Acquiror appoint First-Citizens Bank & Trust Company to act as exchange agent (the "Exchange Agent") in connection with for the surrender Share Exchange. As of certificates evidencing shares of Company Stock converted into shares of Acquiror Common Stock pursuant to the Merger. Prior to the Effective Time, Acquiror the Holding Company shall deposit with the Exchange Agent for the benefit of the holders (prior to the Effective Time) of certificates evidencing shares of Bank Stock ("Bank Stock Certificates"), certificates representing the shares of Acquiror Common the Holding Company Stock ("Holding Company Certificates") issuable pursuant to be issued Section 1 in the Merger, which exchange for such shares of Bank Stock (collectively, the "Merger StockExchange Fund") shall be deemed to be issued at the Effective Time. At and following the Effective Time, the Surviving Corporation shall deliver to the Exchange Agent such cash as may be required, from time to time, to make payments of cash in lieu of fractional shares in accordance with Section 1.06 hereof). (b) As soon as practicable Promptly after the Effective Time, the Holding Company shall cause the Exchange Agent shall to mail to each person who waswas a record holder, at as of the Effective Time, of an outstanding Bank Stock Certificate, a holder form of record of a certificate or certificates that immediately prior to the Effective Time evidenced Outstanding Company Stock (collectively, the "Certificates"), other than the Company, Newco or any of their respective Subsidiaries, (i) a letter of transmittal (which shall specify that delivery of the Certificates shall be effectiveeffected, and risk of loss and title to the Bank Stock Certificates shall pass, only upon proper delivery of the Bank Stock Certificates to the Exchange Agent and which shall be in such form and shall have such other provisions as Acquiror and Newco shall reasonably specifyAgent) and (ii) instructions for use in effecting the surrender of the Bank Stock Certificates in exchange for certificates representing the Merger StockExchange Consideration. Upon surrender of a Certificate for cancellation to the Exchange AgentAgent of a Bank Stock Certificate, together with such letter of transmittal duly executed and such other documents as may be reasonably required by the Exchange Agent, the holder of such Bank Stock Certificate shall be entitled to receive in exchange therefor certificates a Holding Company Certificate representing the shares of Merger Stock that Exchange Consideration which such holder has the right to receive pursuant to the terms hereof (together with any dividend or distribution with respect thereto made after the Effective Time Section 1. The surrendered certificate shall be delivered to the extent provided Holding Company. If delivery of a Holding Company Certificate is to be made to a person other than the person in Section 1.05 hereof whose name the Bank Stock Certificate surrendered is registered, it shall be a condition of the exchange and any cash paid in lieu of fractional shares pursuant to Section 1.06), and delivery that the Bank Stock Certificate so surrendered shall be canceled. In properly endorsed or otherwise be in proper form for transfer and that the event of a person requesting such delivery pay any transfer of ownership of Company Stock that is not registered in the stock transfer records or other taxes required by reason of the Company, a certificate representing the proper number of shares of Merger Stock may be issued delivery to a transferee if person other than the registered holder of the Bank Stock Certificate representing such Company Stock is presented surrendered or establish to the Exchange Agent, accompanied by all documents required to evidence and effect satisfaction of the Holding Company that such transfer and by evidence reasonably satisfactory to Acquiror and Newco that any applicable stock transfer tax has been paidpaid or is not applicable. Until surrendered in accordance with the provisions of this Section 4, each Bank Stock Certificate (other than Bank Stock Certificates representing Dissenting Shares) shall represent for all purposes only the exchange rights established pursuant to this Agreement. (c) After At any time more than one year after the Effective Time, each outstanding Certificate the Holding Company shall be entitled to require the Exchange Agent to deliver to it the Holding Company Certificates which theretofore represented had been made available to the Exchange Agent and not exchanged for Bank Stock Certificates. Thereafter, holders of shares of Bank Stock shall look only to the Holding Company (subject to the terms of this Agreement, abandoned property, escheat and other similar laws) as general creditors thereof with respect to any Exchange Consideration that may be payable upon due surrender of the Bank Stock Certificates held by them. If any Bank Stock Certificates shall not have been surrendered prior to three years after the Effective Time (or immediately prior to such time on which any Exchange Consideration would otherwise escheat or become the property of any governmental unit or agency), the Exchange Consideration in respect of such Bank Stock Certificates shall, until surrendered for exchange in accordance with this Section 1.04, be deemed for all purposes to evidence the number of full shares of Merger Stock into which the shares of Company Stock (which, prior to the Effective Timeextent permitted by applicable law, were represented thereby) become the property of the Holding Company, free and clear of all claims or interest of any person previously entitled thereto. Notwithstanding the foregoing, none of the Bank, the Holding Company nor the Exchange Agent shall have been so convertedbe liable to any holder of a share of Bank Stock for any Exchange Consideration delivered in respect of such share of Bank Stock to a public official pursuant to any abandoned property, escheat or other similar law. (d) Except The Holding Company may, in its discretion, elect not to treat any unsurrendered shares of Bank Stock as otherwise expressly provided herein, the Surviving Corporation shall pay all charges and expenses, including those shares of Holding Company Stock for purposes of the Exchange Agentpayment of dividends or other distributions. If the Holding Company in its discretion so elects, in connection with then unless and until any outstanding Bank Stock Certificates shall be so surrendered, no dividends payable to the holders of Holding Company Stock shall be paid to the holder of the unsurrendered Bank Stock Certificate; provided, however, upon surrender and exchange of shares of Merger each outstanding Bank Stock Certificate for shares of a Holding Company Stock. Any Merger Stock deposited with the Exchange Agent that remains unclaimed by the former stockholders of the Company after six months following the Effective Time shall be delivered to the Surviving CorporationCertificate, upon demand, and any former stockholders of the Company who have not then complied with the instructions for exchanging their Certificates shall thereafter look only to the Surviving Corporation for the exchange of Certificates. (e) Effective upon the Closing Date, the stock transfer books of the Company shall be closed, and there shall be no further registration of transfers of shares of Company Stock thereafter on paid to the records of holder thereof the Company. (f) All Merger Stock issued upon conversion of shares of Company Stock in accordance with the terms hereof shall be deemed to have been issued in full satisfaction amount, without interest, of all rights pertaining dividends and other distributions, if any, which were declared and became payable, but were not paid, with respect to such shares of Company Stocksaid shares.

Exchange of Certificates. (a) Prior to the Closing DateEffective Time, Parent shall designate an agent reasonably acceptable to the Company to act as agent for the holders of the Shares (other than the Shares held by Parent, Merger Sub, the Company shall retain a bank or trust company reasonably acceptable to Acquiror to act as exchange agent (the "Exchange Agent"any of their Subsidiaries) in connection with the surrender Merger (the "Paying Agent") to receive in trust, the aggregate Merger Consideration to which holders of certificates evidencing shares of Company Stock converted into shares of Acquiror Common Stock Shares shall become entitled pursuant to the MergerSection 2.6(a). Prior to At the Effective Time, Acquiror Parent shall deposit the Merger Consideration with the Exchange Agent the shares of Acquiror Common Stock to be issued in the Merger, which shares (collectively, the "Paying Agent. The Merger Stock") Consideration shall be deemed invested by the Paying Agent as directed by Parent or the Surviving Corporation. If for any reason (including losses) the funds held by the Paying Agent are inadequate to pay the amounts to which the Shareholders shall be issued at the Effective Time. At entitled under Section 2.6(a), Parent and following the Effective Time, the Surviving Corporation shall deliver to be liable for the Exchange Agent such cash as may be required, from time to time, to make payments of cash in lieu of fractional shares in accordance with Section 1.06 hereofpayment thereof. (b) As soon promptly as practicable after the Effective Time, Parent and the Exchange Agent Surviving Corporation shall mail cause to be mailed to each person who wasrecord holder, at as of the Effective Time, a holder of record of a an outstanding certificate or certificates that which immediately prior to the Effective Time evidenced Outstanding Company Stock represented Shares (collectively, the "Certificates" or individually, a "Certificate"), other than whose Shares were converted pursuant to Section 2.6(a) into the Companyright to receive the Merger Consideration, Newco or any of their respective Subsidiaries, (i) a letter of transmittal (which shall specify that delivery of the Certificates shall be effectiveeffected, and risk of loss and title to the Certificates a Certificate shall pass, only upon proper delivery of the Certificates Certificate to the Exchange Paying Agent and which shall be in such form and shall have such other provisions as Acquiror and Newco shall Parent may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates a Certificate in exchange for certificates representing the Merger StockConsideration for the Shares. Upon surrender of a Certificate for cancellation to the Exchange AgentPaying Agent or to such other agent or agents as may be appointed by Parent, together with such letter of transmittal duly executed and such completed in accordance with the instructions thereto, and any other documents as may be required by the Exchange Agentdocuments, the holder of such Certificate shall be entitled to receive promptly in exchange therefor certificates representing the shares Merger Consideration for each Share formerly evidenced thereby, and such Certificate shall forthwith be canceled. No interest will be paid or accrued on the cash payable upon the surrender of a Certificate. If payment of the Merger Stock Consideration is to be made to a Person other than the Person in whose name the surrendered Certificate is registered, it shall be a condition of payment that the Certificate so surrendered be properly endorsed or otherwise be in proper form for transfer and that the Person requesting such payment shall (i) have paid any transfer and other Taxes required by reason of the payment to a Person other than the registered holder of the Certificate surrendered or (ii) have established to the satisfaction of the Surviving Corporation that such holder has the right to receive pursuant to the terms hereof (together with Taxes have been paid or that payment of Taxes is not applicable. Until surrendered as contemplated by this Section 2.7, each Certificate shall be deemed at any dividend or distribution with respect thereto made time after the Effective Time to represent only the extent provided right to receive the Merger Consideration for each Share in cash as contemplated by Section 1.05 hereof and any cash paid in lieu of fractional shares pursuant to Section 1.06), and the Certificate so surrendered shall be canceled. In the event of a transfer of ownership of Company Stock that is not registered in the stock transfer records of the Company, a certificate representing the proper number of shares of Merger Stock may be issued to a transferee if the Certificate representing such Company Stock is presented to the Exchange Agent, accompanied by all documents required to evidence and effect such transfer and by evidence reasonably satisfactory to Acquiror and Newco that any applicable stock transfer tax has been paid2.6. (c) After At the Effective Time, each outstanding Certificate which theretofore represented shares of Company Stock shall, until surrendered for exchange in accordance with this Section 1.04, be deemed for all purposes to evidence the number of full shares of Merger Stock into which the shares of Company Stock (which, prior to the Effective Time, were represented thereby) shall have been so converted. (d) Except as otherwise expressly provided herein, the Surviving Corporation shall pay all charges and expenses, including those of the Exchange Agent, in connection with the exchange of shares of Merger Stock for shares of Company Stock. Any Merger Stock deposited with the Exchange Agent that remains unclaimed by the former stockholders of the Company after six months following the Effective Time shall be delivered to the Surviving Corporation, upon demand, and any former stockholders of the Company who have not then complied with the instructions for exchanging their Certificates shall thereafter look only to the Surviving Corporation for the exchange of Certificates. (e) Effective upon the Closing Date, the stock transfer books of the Company shall be closed, and there shall be no further registration of transfers of shares of Company Stock thereafter on the records stock transfer books of the CompanyCompany of the Shares which were outstanding immediately prior to the Effective Time. From and after the Effective Time, the holders of Certificates evidencing ownership of the Shares outstanding immediately prior to the Effective Time shall cease to have any rights with respect to such Shares, except as otherwise provided for herein or by applicable Legal Requirements. If, after the Effective Time, Certificates are presented to the Paying Agent or the Surviving Corporation, they shall be canceled and exchanged for the Merger Consideration in accordance with the procedures set forth in this Article II. (d) At any time following the six (6) month anniversary of the Effective Time, the Surviving Corporation shall be entitled to require the Paying Agent to deliver to it any funds (including any interest received with respect thereto) which had been made available to the Paying Agent, and holders shall be entitled to look to the Surviving Corporation (subject to abandoned property, escheat or other similar laws) only as general creditors thereof with respect to the Merger Consideration payable upon due surrender of their Certificates without any interest thereon. Notwithstanding the foregoing, neither the Surviving Corporation nor the Paying Agent shall be liable to any holder of a Certificate for Merger Consideration delivered to a public official pursuant to any applicable abandoned property, escheat or similar law. (e) In the event that any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person claiming such Certificate to be lost, stolen or destroyed, the Paying Agent will issue in exchange for such lost, stolen or destroyed Certificate the Merger Consideration deliverable in respect thereof as determined in accordance with this Article II, provided, that the Person to whom the Merger Consideration is paid shall, as a condition precedent to the payment thereof, give the Surviving Corporation a bond in such sum as it may direct or otherwise indemnify the Surviving Corporation in a manner satisfactory to it against any claim that may be made against the Surviving Corporation with respect to the Shares represented by the Certificate claimed to have been lost, stolen or destroyed. (f) All Parent, Merger Stock issued upon conversion of shares of Company Stock in accordance with Sub and the terms hereof Surviving Corporation shall be deemed entitled to deduct and withhold, or cause the Paying Agent to deduct and withhold, from the Offer Price or the Merger Consideration payable to a holder of Shares pursuant to the Offer or the Merger any or all such amounts as are required to be deducted and withheld under the Code (and the regulations promulgated thereunder), and/or any applicable provision of state, local or foreign Tax law or under any other applicable Legal Requirement. To the extent that amounts are so deducted and withheld by Parent, Merger Sub, the Surviving Corporation or the Paying Agent, such deducted and withheld amounts shall be treated for all purposes of this Agreement as having been paid to the holder of the Shares to which such consideration would otherwise have been issued in full satisfaction of all rights pertaining to such shares of Company Stockpaid.

Exchange of Certificates. (a) Prior to the Closing Date, the Company shall retain a bank or trust company reasonably acceptable to Acquiror to act as exchange agent (the "Exchange Agent") in connection with the surrender of certificates evidencing shares of Company Stock converted into shares of Acquiror Common Stock pursuant to the Merger. Prior to the Effective Time, Acquiror shall deposit with the Exchange Agent the shares of Acquiror Common Stock to be issued in the Merger, which shares (collectively, the "Merger Stock") shall be deemed to be issued at the Effective Time. At and following the Effective Time, the Surviving Corporation shall deliver to the Exchange Agent such cash as may be required, from time to time, to make payments of cash in lieu of fractional shares in accordance with Section 1.06 hereof. (b) As soon as practicable after the Effective Time, the Exchange Agent shall mail to each person who was, at the Effective Time, a Each holder of record of a certificate or certificates that immediately prior to the Effective Time evidenced Outstanding Company represented issued and outstanding shares of Motif US Stock (collectivelythe “Certificates”) shall have delivered to the Company or its designee the Certificates, if any, held of record by such holder. Company or its designee will deliver to such holder a notice to the "Certificates"), other than the Company, Newco or any of their respective Subsidiaries, (i) a letter of transmittal (which shall specify effect that delivery of the Certificates shall be effectiveeffected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Agent and which shall be in such form and shall have such other provisions as Acquiror and Newco shall reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for certificates representing the Merger StockCompany or its designee. Upon surrender of a Certificate for cancellation to the Exchange Agent, together with such letter of transmittal duly executed and such other documents as may be required by the Exchange AgentCompany, the holder of such Certificate shall be entitled to receive in exchange therefor certificates representing the consideration into which the shares of Merger Stock that represented by such holder has the right to receive pursuant to the terms hereof (together with any dividend or distribution with respect thereto made after the Effective Time to the extent provided in Section 1.05 hereof and any cash paid in lieu of fractional shares Certificate shall have been converted pursuant to Section 1.06)3.1, and the Certificate so surrendered shall be canceled. In If any certificate evidencing any share of Motif US Common Stock shall have been lost, stolen or destroyed, the event of Company may, in its discretion and as a transfer of ownership of Company Stock that is not registered in the stock transfer records of the Company, a certificate representing the proper number of shares of Merger Stock may be issued to a transferee if the Certificate representing such Company Stock is presented condition precedent to the Exchange Agentissuance of any consideration pursuant to Section 3.1, accompanied by all documents required require the owner of such lost, stolen or destroyed certificate to evidence and effect provide an appropriate affidavit with respect to such transfer and by evidence reasonably satisfactory to Acquiror and Newco that any applicable stock transfer tax has been paidcertificate. (cb) After All Motif UK Shares issued upon the Effective Time, each outstanding Certificate which theretofore represented shares surrender of Company Stock shall, until surrendered for exchange Certificates in accordance with the terms of this Section 1.04, ARTICLE III shall be deemed for to have been exchanged and paid in full satisfaction of all purposes rights pertaining to evidence the number of full shares of Merger Stock into which the shares of Company Stock (which, prior to the Effective Time, were represented thereby) shall have been so converted. (d) Except as otherwise expressly provided herein, the Surviving Corporation shall pay all charges and expenses, including those of the Exchange Agent, in connection with the exchange of shares of Merger Stock for shares of Company Stock. Any Merger Stock deposited with the Exchange Agent that remains unclaimed by the former stockholders of the Company after six months following the Effective Time shall be delivered to the Surviving Corporation, upon demand, and any former stockholders of the Company who have not then complied with the instructions for exchanging their such Certificates shall thereafter look only to the Surviving Corporation for the exchange of Certificates. (e) Effective upon the Closing Date, the stock transfer books of the Company shall be closed, and there shall be no further registration of transfers on the stock transfer books of the Surviving Corporation of the shares of Company Motif US Common Stock thereafter on that were issued and outstanding immediately prior to the records Effective Time of the CompanyMerger. If, after the Effective Time, Certificates are presented to the Surviving Corporation for any reason, they shall be canceled and exchanged for the portion of the Motif UK Shares as provided in this ARTICLE III. (fc) All The Company, the Purchaser, Merger Stock issued upon conversion of shares of Company Stock in accordance with Sub, or the terms hereof Surviving Corporation (as appropriate) shall be deemed entitled to have deduct and withhold from consideration otherwise payable pursuant to this Agreement to any Person such amounts as are required to be deducted and withheld with respect to the making of such payment under the Code, or any provision of state, local or foreign tax Law. To the extent that amounts are so withheld, such withheld amounts shall be treated for all purposes of this Agreement as having been issued in full satisfaction of all rights pertaining paid to such shares Person in respect of Company Stockwhich such deduction and withholding was made.

Exchange of Certificates. (a) Prior to the Closing DatePaying Agent. Parent shall designate StockTrans, the Company shall retain a Inc. or another bank or trust company that is reasonably acceptable to Acquiror the Company to act as exchange agent (for the "Exchange Agent") holders of Shares in connection with the surrender Merger (the “Paying Agent”) and to receive the aggregate Closing Amounts to which holders of certificates evidencing shares of Company Stock converted into shares of Acquiror Common Stock Shares shall become entitled pursuant to the MergerSection 2.1(c). Prior to the Effective Time, Acquiror Parent shall deposit with the Exchange Agent the shares of Acquiror Common Stock to be issued in the Merger, which shares (collectively, the "Merger Stock") shall be deemed to be issued at the Effective Time. At and following the Effective Time, cause the Surviving Corporation shall deliver to provide to the Exchange Paying Agent such cash as may be requiredon a timely basis, from time to time, to make payments of cash promptly (in lieu of fractional shares in accordance with Section 1.06 hereof. (bany event no later than the immediately following business day) As soon as practicable after the Effective Time, the Exchange Agent shall mail to each person who was, at and as and when needed after the Effective Time, a holder of record of a certificate or certificates that immediately prior cash necessary to pay the Effective Time evidenced Outstanding Company Stock (collectively, aggregate Closing Amounts for the "Certificates"), other than the Company, Newco or any of their respective Subsidiaries, (i) a letter of transmittal (which shall specify that delivery of the Certificates shall be effective, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Agent and which shall be Shares converted in such form and shall have such other provisions as Acquiror and Newco shall reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for certificates representing the Merger Stock. Upon surrender of a Certificate for cancellation to the Exchange Agent, together with such letter of transmittal duly executed and such other documents as may be required by the Exchange Agent, the holder of such Certificate shall be entitled to receive in exchange therefor certificates representing the shares of Merger Stock that such holder has into the right to receive pursuant the Merger Consideration (such cash being hereinafter referred to as the terms hereof (together with “Exchange Fund”). If for any dividend or distribution with respect thereto made after reason the Effective Time Exchange Fund is inadequate to pay the extent provided in aggregate Closing Amounts to which holders of Shares shall be entitled under Section 1.05 hereof and any cash paid in lieu of fractional shares pursuant to Section 1.062.1(c), Parent shall promptly deposit or cause the Surviving Corporation promptly to deposit additional cash with the Paying Agent sufficient to make all payments of aggregate Closing Amounts, and the Certificate so surrendered shall be canceled. In the event of a transfer of ownership of Company Stock that is not registered in the stock transfer records of the Company, a certificate representing the proper number of shares of Merger Stock may be issued to a transferee if the Certificate representing such Company Stock is presented to the Exchange Agent, accompanied by all documents required to evidence Parent and effect such transfer and by evidence reasonably satisfactory to Acquiror and Newco that any applicable stock transfer tax has been paid. (c) After the Effective Time, each outstanding Certificate which theretofore represented shares of Company Stock shall, until surrendered for exchange in accordance with this Section 1.04, be deemed for all purposes to evidence the number of full shares of Merger Stock into which the shares of Company Stock (which, prior to the Effective Time, were represented thereby) shall have been so converted. (d) Except as otherwise expressly provided herein, the Surviving Corporation shall pay all charges in any event be liable for payment thereof. The Paying Agent may invest the cash in the Exchange Fund as directed by Parent; provided, however, that such investments, if any, shall be in obligations of or guaranteed by the United States or any agency or instrumentality thereof and expensesbacked by the full faith and credit of the United States, including those in commercial paper obligations rated P-1 or A-1 or better by ▇▇▇▇▇’▇ Investors Service, Inc. or Standard & Poor’s Corporation, respectively, or in money market funds that invest only in such United States government and commercial paper obligations. Any interest and other income resulting from such investments shall be paid to Parent. No investment of the Exchange AgentFund shall relieve Parent, in connection with Surviving Corporation or the exchange of shares of Merger Stock Paying Agent from promptly making the payments required under this Article II, and following any losses from any such investment, Parent shall promptly provide any additional cash funds to the Paying Agent for shares of Company Stock. Any Merger Stock deposited with the Exchange Agent that remains unclaimed by the former stockholders benefit of the Company after six months following Company’s shareholders at the Effective Time shall be delivered to in the Surviving Corporationamount of such losses, upon demand, and any former stockholders of the Company who have not then complied with the instructions for exchanging their Certificates shall thereafter look only to the Surviving Corporation for the exchange of Certificates. (e) Effective upon the Closing Date, the stock transfer books of the Company shall be closed, and there shall be no further registration of transfers of shares of Company Stock thereafter on the records of the Company. (f) All Merger Stock issued upon conversion of shares of Company Stock in accordance with the terms hereof shall which additional funds will be deemed to have been issued in full satisfaction be part of all rights pertaining to such shares of Company Stockthe Exchange Fund.

Exchange of Certificates. (a) Prior From time to the Closing Date, the Company shall retain a bank or trust company reasonably acceptable to Acquiror to act as exchange agent (the "Exchange Agent") in connection with the surrender of certificates evidencing shares of Company Stock converted into shares of Acquiror Common Stock pursuant to the Merger. Prior to time following the Effective Time, Acquiror shall deposit with the Exchange Agent the shares of Acquiror Common Stock to be issued in the Merger, which shares as required by subsections (collectively, the "Merger Stock"b) shall be deemed to be issued at the Effective Time. At and following the Effective Time(c) below, the Surviving Corporation shall deliver to a depository or trust institution of recognized standing selected by AREP Oil & Gas and reasonably acceptable to the Company (the “Exchange Agent such Agent”) for the benefit of the holders of Shares for exchange in accordance with this Article I: (i) certificates representing the appropriate number of shares of IPO Co. Common Stock issuable pursuant to Section 1.7 as of the Effective Time; and (ii) cash as may to be required, from time to time, to make payments of cash paid in lieu of fractional shares of IPO Co. Common Stock (such shares of IPO Co. Common Stock and such cash, together with any dividends or distributions with respect thereto, are hereinafter referred to as the “Exchange Fund”) pursuant to Section 1.9(f) below, in accordance with Section 1.06 hereofexchange for outstanding Shares. (b) As soon as practicable Not later than two (2) Business Days after the Effective Time, AREP Oil & Gas shall cause the Exchange Agent shall to mail to each person who was, at the Effective Time, a holder of record of a certificate or certificates that immediately prior to the Effective Time evidenced Outstanding Company represented outstanding Shares (the “Certificates”) and whose shares were converted into the right to receive shares of IPO Co. Common Stock (collectively, the "Certificates"), other than the Company, Newco or any of their respective Subsidiaries, pursuant to Section 1.7: (i) a letter of transmittal (which shall be in customary form and shall specify that delivery of the Certificates shall be effective, effected and risk of loss and title to the Certificates shall pass, pass only upon delivery of the Certificates to the Exchange Agent and which shall be in such form and shall have such other provisions as Acquiror AREP Oil & Gas and Newco shall the Company may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for certificates representing the Merger shares of IPO Co. Common Stock, together with any dividends or distributions with respect thereto, and, if applicable, cash to be paid for fractional shares of IPO Co. Common Stock. Upon surrender of a Certificate for exchange and cancellation to the Exchange Agent, Agent together with such letter of transmittal duly executed and such other documents as may be required by completed in accordance with the Exchange Agentinstructions thereto, the holder of such Certificate shall be entitled to receive in exchange therefor certificates issued a certificate representing that number of whole shares of IPO Co. Common Stock and, if applicable, a check representing the shares cash consideration to which such holder is entitled on account of Merger a fractional share of IPO Co. Common Stock that such holder has the right to receive pursuant to the terms hereof (together with any dividend or distribution with respect thereto made after the Effective Time to the extent provided in Section 1.05 hereof provisions of this Article I and any cash paid in lieu of fractional shares dividends or other distributions to which such holder is entitled pursuant to Section 1.061.9(c), and the Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of Company Stock Shares that is not registered in the stock transfer records of the Company, a certificate representing the proper number of shares of Merger IPO Co. Common Stock may and a check representing the amount of consideration payable in lieu of fractional shares and any dividends or other distributions to which such holder is entitled pursuant to Section 1.9(c), shall be issued to a transferee if the Certificate representing such Company Stock Shares is presented to the Exchange Agent, Agent accompanied by all documents required to evidence and effect such transfer and by evidence reasonably satisfactory to Acquiror and Newco that any applicable stock transfer tax has taxes have been paid. Until surrendered as contemplated by this Section 1.9, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the certificate representing shares of IPO Co. Common Stock and cash in lieu of any fractional shares of IPO Co. Common Stock as contemplated by this Section 1.9 and any other distributions to which such holder is entitled pursuant to Section 1.9(c). (c) After No dividends or other distributions declared or made after the Effective Time, each outstanding Time with respect to IPO Co. Common Stock with a record date after the Effective Time shall be paid to the holder of any unsurrendered Certificate which theretofore represented shares of Company Stock shall, until surrendered for exchange in accordance with this Section 1.04, be deemed for all purposes respect to evidence the number of full shares of Merger Stock into which the shares of Company IPO Co. Common Stock represented thereby, and no cash payment in lieu of fractional shares shall be paid to any such holder pursuant to Section 1.9(f), until the holder of record of such Certificate shall surrender such Certificate. Subject to the effect of Applicable Law, following surrender of any such Certificate there shall be paid to the record holder of the certificates representing whole shares of IPO Co. Common Stock issued in exchange therefor without interest (whichi) promptly, the amount of any cash payable in lieu of a fractional share of IPO Co. Common Stock to which such holder is entitled pursuant to Section 1.9(f) and the amount of dividends or other distributions with a record date after the Effective Time theretofore paid with respect to such number of whole shares of IPO Co. Common Stock and (ii) at the appropriate payment date the amount of dividends or other distributions with a record date after the Effective Time but prior to the Effective Time, were represented thereby) shall have been so convertedsurrender and a payment date subsequent to surrender payable with respect to such whole shares of IPO Co. Common Stock. (d) Except as otherwise expressly provided hereinIn the event that any Certificate for Shares shall have been lost, the Surviving Corporation shall pay all charges and expensesstolen or destroyed, including those of the Exchange Agent, in connection with the exchange of shares of Merger Stock for shares of Company Stock. Any Merger Stock deposited with the Exchange Agent shall issue in exchange therefor upon the making of an affidavit of that remains unclaimed fact by the former stockholders holder of such shares of IPO Co. Common Stock and cash in lieu of fractional shares, if any, as may be required pursuant to this Agreement; provided, however, that AREP Oil & Gas or the Company after six months following Exchange Agent may, in its discretion, require the Effective Time shall be delivered to the Surviving Corporation, upon demand, and any former stockholders delivery of the Company who have not then complied with the instructions for exchanging their Certificates shall thereafter look only to the Surviving Corporation for the exchange of Certificatesa suitable bond or indemnity. (e) Effective upon the Closing Date, the stock transfer books of the Company shall be closed, and there shall be no further registration of transfers of All shares of Company Stock thereafter on the records of the Company. (f) All Merger IPO Co. Common Stock issued upon conversion the surrender for exchange of shares of Company Stock Shares in accordance with the terms hereof (including any cash paid pursuant to Section 1.9(c) or 1.9(f)) shall be deemed to have been issued in full satisfaction of all rights pertaining to such Shares; subject, however, to IPO Co.’s obligation to pay any dividends or make any other distributions with a record date prior to the date of this Agreement that remain unpaid at the Effective Time, and there shall be no further registration of transfers on the stock transfer books of IPO Co. of the Shares that were outstanding immediately prior to the Effective Time. If, after the Effective Time, Certificates are presented to IPO Co. for any reason, they shall be canceled and exchanged as provided in this Article I. (f) No fractions of a share of IPO Co. Common Stock shall be issued in the Merger but in lieu thereof each holder of Shares otherwise entitled to a fraction of a share of IPO Co. Common Stock (based upon the aggregate number of shares of IPO Co. Common Stock that would have been issued to such holder absent this provision) shall upon surrender of his or her Certificate or Certificates be entitled to receive an amount of cash (without interest) determined by multiplying the closing price for IPO Co. Common Stock, as reported by the securities exchange or quotation service on which shares of IPO Co. Common Stock are traded or quoted, on the first Business Day immediately following the Effective Time that such a quote is available, by the fractional share interest to which such holder would otherwise be entitled. For example, if a holder would receive, in the aggregate 100.25 shares of IPO Co. Common Stock in exchange for his aggregate holdings of Company Common Stock, then he would be entitled to receive cash in respect of 0.25 shares of IPO Co. Common Stock. The parties acknowledge that payment of the cash consideration in lieu of issuing fractional shares was not separately bargained for consideration, but merely represents a mechanical rounding off for purposes of simplifying the corporate and accounting complexities that would otherwise be caused by the issuance of fractional shares. From time to time after the Effective Time, as promptly as practicable after the determination of the amount of cash, if any, to be paid to holders of fractional share interests who have surrendered their Certificates to the Exchange Agent, the Exchange Agent shall so notify IPO Co., and IPO Co. shall deposit such amount with the Exchange Agent and shall cause the Exchange Agent to forward payments to such holders of fractional share interests subject to and in accordance with the terms of Sections 1.9(b) and (c). (g) Any portion of the Exchange Fund that remains undistributed to the holders of Shares upon the expiration of one (1) year after the Effective Time shall be delivered to IPO Co. upon demand and any holders of Shares who have not theretofore complied with this Article 1 shall thereafter look only to IPO Co. as general creditors for payment of their claim for IPO Co. Common Stock and cash in lieu of fractional shares, as the case may be, and any applicable dividends or distributions with respect to IPO Co. Common Stock. (h) Neither the Surviving Corporation nor IPO Co. shall be liable to any holder of Shares or IPO Co. Common Stock for such shares (or dividends or distributions with respect thereto) or cash from the Exchange Fund delivered to a public official pursuant to any applicable abandoned property, escheat or similar Applicable Law. (i) Each of IPO Co. and the Exchange Agent shall be entitled to deduct and withhold from the consideration otherwise payable pursuant to this Agreement to any holder of Shares such amounts as it is required to deduct and withhold with respect to the making of such payment under the Code, or any provision of state or local tax Law. To the extent that amounts are so withheld by IPO Co. or the Exchange Agent, as the case may be, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the holder of the Shares in respect of which such deduction and withholding was made by IPO Co. or the Exchange Agent, as the case may be.

Exchange of Certificates. (a) Prior No later than five business days prior to the Closing DateClosing, the Company shall retain furnish to Parent mailing labels or a bank or trust company reasonably acceptable to Acquiror to act as exchange agent (computer file containing the "Exchange Agent") in connection with names and addresses of the surrender record holders of certificates evidencing shares of representing Company Stock converted into shares of Acquiror Common Stock pursuant to the Merger. Prior to the Effective Time, Acquiror shall deposit with the Exchange Agent the shares of Acquiror Common Stock to be issued in the Merger, which shares (collectively, the "Merger Stock") shall be deemed to be issued at the Effective Time. At and following the Effective Time, the Surviving Corporation shall deliver to the Exchange Agent such cash as may be required, from time to time, to make payments of cash in lieu of fractional shares in accordance with Section 1.06 hereofShares. (b) Parent shall mail to each holder of record of Company Shares a letter of transmittal (the "Transmittal Letter"). Upon receipt of the documents described in paragraph (c) below, Parent shall issue certificates representing the shares of Parent Common Stock issuable pursuant to Section 2.1 as of the Effective Time in respect of the Company Shares (other than Dissenting Shares). (c) Upon surrender to Parent of a certificate or certificates representing all of such Company Stockholder's outstanding shares of Company Common Stock (collectively, "Certificates"), together with (i) a duly executed Transmittal Letter, and (ii) an executed signature page to the Stockholders' Representative Agreement in a form reasonably satisfactory to the parties (the "Stockholders' Representative Agreement"), each Company Stockholder shall be entitled to receive, in exchange therefor, a certificate representing that number of whole shares of Parent Common Stock which such Company Stockholder has the right to receive in respect of the Certificate surrendered pursuant to the provisions of this Article II, less the number of Escrow Shares allocable to such Company Stockholder that are deposited into the Escrow Fund pursuant to Section 10.3 hereof. Each Certificate so surrendered shall forthwith be canceled. (d) As soon as practicable after the Effective Time, the Exchange Agent Parent shall mail cause to each person who wasbe delivered (i) to U.S. Bank, at the Effective TimeNational Association, a holder of record of a certificate or certificates that immediately prior to the Effective Time evidenced Outstanding Company Stock as escrow agent (collectively, the "CertificatesEscrow Agent"), other than certificates representing the Company, Newco or any Escrow Shares subject to and in accordance with the provisions of their respective Subsidiaries, (i) a letter of transmittal (which shall specify that delivery of the Certificates shall be effective, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Agent and which shall be in such form and shall have such other provisions as Acquiror and Newco shall reasonably specify) Section 10.3 hereof; and (ii) instructions for use to each Company Stockholder a certificate representing those shares of Parent Common Stock issuable to such Company Stockholder which are not Escrow Shares. The Escrow Shares shall be held in effecting the surrender of the Certificates in exchange for certificates representing the Merger Stock. Upon surrender of a Certificate for cancellation to the Exchange Agent, together with such letter of transmittal duly executed and such other documents as may be required escrow by the Exchange Agent, the holder of such Certificate Escrow Agent and shall be entitled available to receive compensate Parent for certain damages as provided in exchange therefor certificates representing the shares of Merger Stock that such holder has the right to receive Article X. The Escrow Shares shall be held in escrow pursuant to the terms hereof of the Escrow Agreement in the form attached as Exhibit D hereto (together with any dividend or distribution with respect thereto made after the Effective Time to "Escrow Agreement"). To the extent not used for such purposes, the Escrow Shares shall be released as provided in Section 1.05 hereof and any cash paid in lieu of fractional shares pursuant to Section 1.06), and the Certificate so surrendered shall be canceled. In the event of a transfer of ownership of Company Stock that is not registered in the stock transfer records of the Company, a certificate representing the proper number of shares of Merger Stock may be issued to a transferee if the Certificate representing such Company Stock is presented to the Exchange Agent, accompanied by all documents required to evidence and effect such transfer and by evidence reasonably satisfactory to Acquiror and Newco that any applicable stock transfer tax has been paid. (c) After the Effective Time, each outstanding Certificate which theretofore represented shares of Company Stock shall, until surrendered for exchange in accordance with this Section 1.04, be deemed for all purposes to evidence the number of full shares of Merger Stock into which the shares of Company Stock (which, prior to the Effective Time, were represented thereby) shall have been so converted. (d) Except as otherwise expressly provided herein, the Surviving Corporation shall pay all charges and expenses, including those of the Exchange Agent, in connection with the exchange of shares of Merger Stock for shares of Company Stock. Any Merger Stock deposited with the Exchange Agent that remains unclaimed by the former stockholders of the Company after six months following the Effective Time shall be delivered to the Surviving Corporation, upon demand, and any former stockholders of the Company who have not then complied with the instructions for exchanging their Certificates shall thereafter look only to the Surviving Corporation for the exchange of CertificatesEscrow Agreement. (e) Effective upon If any certificate representing shares of Parent Common Stock is to be issued in a name other than that in which the Closing DateCertificate surrendered in exchange therefor is registered, it shall be a condition of such exchange that the stock Certificate(s) so surrendered shall be properly endorsed for transfer books (or accompanied by an appropriate instrument of transfer) and shall otherwise be in proper form for transfer, and that the Person requesting such exchange shall pay any transfer or other taxes required by reason of the Company shall be closed, and there shall be no further registration issuance of transfers of certificates for such shares of Company Parent Common Stock thereafter on the records in a name other than that of the Companyregistered holder of the Certificate surrendered, or shall establish to the satisfaction of Parent that any such taxes have been paid or are not applicable. (f) All Merger Notwithstanding any other provision of this Article II, no fractional shares of Parent Common Stock will be issued upon conversion and any holder of shares of Company Common Stock entitled hereunder to receive a fractional share of Parent Common Stock (after aggregating all fractional shares of Parent Common Stock that would otherwise be received by such holder) but for this Section 2.2(f) will be entitled to receive a cash payment in lieu of such fractional share of Parent Common Stock in an amount equal to such fraction multiplied by the average of the closing prices of Parent Common Stock on the OTC Bulletin Board as reported in The Wall Street Journal over the ten (10) trading days ending three (3) trading days prior to the Closing. (g) None of Parent, Merger Sub or the Company shall be liable to any Person in respect of any cash or other property delivered to a public official pursuant to any applicable abandoned property, escheat or similar Law. If any Certificates shall not have been surrendered prior to seven years after the Effective Time (or immediately prior to such earlier date on which any payment pursuant to this Article II would otherwise escheat to or become the property of any Governmental Entity), the shares of Parent Common Stock issuable, or cash payment determined in accordance with Section 2.2(f), in respect of such Certificate shall, to the terms hereof shall be deemed to have been issued in full satisfaction extent permitted by applicable Law, become the property of Parent free and clear of all rights pertaining to such shares claims or interests of Company Stockany Person previously entitled thereto.

Exchange of Certificates. (a) Prior As of the First Merger Effective Time, Aames Investment shall deposit, or shall cause to the Closing Datebe deposited, with Mellon Investor Services, the Company shall retain a bank or trust company reasonably acceptable to Acquiror to act as transfer agent and registrar for the shares of Aames Investment Common Stock and the exchange agent for purposes of the First Merger (the "“Exchange Agent") ”), for exchange in connection accordance with the surrender of this Section 1.12, certificates evidencing shares of Company Stock converted into shares of Acquiror Common Stock pursuant to the Merger. Prior to the Effective Time, Acquiror shall deposit with the Exchange Agent the shares of Acquiror Aames Investment Common Stock to be issued and delivered and cash in the Mergeramount sufficient to pay the aggregate cash portion of the Merger Consideration pursuant to this Agreement in exchange for outstanding shares of Series B Preferred Stock, which Series C Preferred Stock, Series D Preferred Stock and Aames Financial Common Stock, including any shares (collectively, the "Merger Stock") shall be of Aames Financial Stock underlying options or warrants deemed to be issued at the Effective Time. At and following the Effective Time, the Surviving Corporation shall deliver to the Exchange Agent such cash or treated as may be required, from time to time, to make payments outstanding for purposes of cash in lieu of fractional shares in accordance with Section 1.06 hereof1.5 (“Aames Financial Stock”). (b) As soon as reasonably practicable after the First Merger Effective Time, Aames Investment shall cause the Exchange Agent shall to mail to each person who was, at the Effective Time, a holder of record of a certificate or certificates that which immediately prior to the First Merger Effective Time evidenced Outstanding Company represented outstanding shares of the applicable Aames Financial Stock (collectively, the "“Certificates"”), other than the Company, Newco or any of their respective Subsidiaries, (i) a letter of transmittal (which shall specify that delivery of the Certificates shall be effectiveeffected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Agent and which shall be in such form and shall have such other provisions as Acquiror and Newco shall Aames Investment may reasonably specify) , and (ii) instructions for use in effecting the surrender of the Certificates in exchange for certificates representing the Merger Stockconsideration payable under Section 1.5 in respect thereof. Upon surrender of a Certificate for cancellation to the Exchange Agent, Agent together with such letter of transmittal transmittal, duly executed and such other documents as may be required by completed in accordance with the Exchange Agentinstructions thereto, the holder of such Certificate shall be entitled to receive in exchange therefor certificates (A) a certificate evidencing the number of shares of Aames Investment Common Stock, (B) if the Certificate is not for Aames Financial Common Stock as to which an election under Section 1.6 has been made, a check representing the shares of Merger Stock that cash proceeds which such holder has the right to receive in respect of the Certificate surrendered pursuant to the terms hereof provisions of this Section 1.12 and (together with any dividend or distribution with respect thereto made after C) a check representing the Effective Time to the extent provided in Section 1.05 hereof and any cash paid proceeds in lieu of fractional shares pursuant to Section 1.06)which such holder of such Certificate shall be entitled, if any, and the Certificate so surrendered shall forthwith be canceled. In the event of a transfer surrender of ownership a Certificate representing shares of Company the applicable Aames Financial Stock that in exchange for a certificate evidencing shares of Aames Investment Common Stock and, if the certificate is not registered for Aames Financial Common Stock as to which an election under Section 1.6 has been made, a check representing cash proceeds payable in the stock transfer records name of a person, other than the Companyperson in whose name such shares of Aames Financial Stock are registered, a certificate representing evidencing the proper number of shares of Merger Aames Investment Common Stock may be issued to to, and a check representing the appropriate amount of cash proceeds may be payable to, such a transferee if the Certificate representing evidencing such Company Stock securities is presented to the Exchange Agent, accompanied by all documents required by the Exchange Agent or Aames Investment to evidence and effect such transfer and by to evidence reasonably satisfactory to Acquiror and Newco that any applicable stock transfer tax has taxes have been paid. (c) After the Effective Time, each outstanding Certificate which theretofore represented shares of Company Stock shall, until surrendered for exchange in accordance with this Section 1.04, be deemed for all purposes to evidence the number of full shares of Merger Stock into which the shares of Company Stock (which, prior Subject to the Effective Timeeffect of applicable laws, were represented thereby) shall have been so converted. (d) Except following surrender of any Certificates as otherwise expressly provided hereinin Section 1.12(b), the Surviving Corporation shall pay all charges and expenses, including those of the Exchange Agent, in connection with the exchange of shares of Merger Stock for shares of Company Stock. Any Merger Stock deposited with the Exchange Agent that remains unclaimed by the former stockholders of the Company after six months following the Effective Time shall be delivered to the Surviving Corporation, upon demand, and any former stockholders of the Company who have not then complied with the instructions for exchanging their Certificates shall thereafter look only to the Surviving Corporation for the exchange of Certificates. (e) Effective upon the Closing Date, the stock transfer books of the Company shall be closed, and there shall be no further registration paid to the holder of transfers of the certificates evidencing shares of Company Aames Investment Common Stock thereafter on in exchange therefor, without interest, (i) at the records time of such surrender, the Company. (f) All amount of dividends or other distributions with a record date after the First Merger Stock issued upon conversion of Effective Time theretofore payable with respect to such whole shares of Company Aames Investment Common Stock in accordance and not paid, less the amount of any withholding taxes which may be required thereon, and (ii) at the appropriate payment date, the amount of dividends or other distributions with a record date after the terms hereof shall be deemed First Merger Effective Time but prior to have been issued in full satisfaction of all rights pertaining surrender and a payment date subsequent to surrender payable with respect to such whole shares of Company Aames Investment Common Stock, less the amount of any withholding taxes which may be required thereon.

Exchange of Certificates. (a) Prior to the Closing Date, the Company shall retain a bank or trust company reasonably acceptable to Acquiror to act as exchange agent (the "Exchange Agent") in connection with the surrender of certificates evidencing shares of Company Stock converted into shares of Acquiror Common Stock pursuant to the Merger. Prior to the Effective Time, Acquiror shall deposit with the Exchange Agent the shares of Acquiror Common Stock to be issued in the Merger, which shares (collectively, the "Merger Stock") shall be deemed to be issued at the Effective Time. At and following the Effective Time, the Surviving Corporation shall deliver to the Exchange Agent such cash as may be required, from time to time, to make payments of cash in lieu of fractional shares in accordance with Section 1.06 hereof. (b) As soon as reasonably practicable after the Effective Time, the Exchange Agent Wireless shall mail to each person who was, at the Effective Time, a holder of record of a certificate or certificates (the "Certificates") that immediately prior to the Effective Time evidenced Outstanding outstanding shares of Company Capital Stock (collectively, which were converted into the "Certificates"), other than the Company, Newco or any of their respective Subsidiaries, (i) a letter of transmittal (which shall specify that delivery right to receive such holder's ratable portion of the Certificates shall be effective, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Agent and which shall be in such form and shall have such other provisions as Acquiror and Newco shall reasonably specify) and (ii) Initial Wireless Merger Stock instructions for use in effecting the surrender of the Certificates in exchange for certificates representing such holder's ratable portion of the Initial Wireless Merger Stock. Upon surrender of a Certificate for cancellation to the Exchange AgentWireless or to other agent or agents as may be appointed by Wireless, together with such letter of transmittal transmittal, duly executed executed, and such other documents as reasonably may be required by the Exchange AgentWireless, the holder of such Certificate shall be entitled to receive in exchange therefor certificates representing therefore the ratable portion of the Initial Wireless Merger Stock into which the shares of Merger Company Capital Stock that theretofore evidenced by such holder has the right to receive Certificate shall have been converted pursuant to the terms hereof (together with any dividend or distribution with respect thereto made after the Effective Time to the extent provided in Section 1.05 hereof and any cash paid in lieu of fractional shares pursuant to Section 1.06)this Agreement, and the Certificate so surrendered forthwith shall be canceled. In the event of a transfer of ownership of Company Capital Stock that is not registered in the stock transfer records of the Company, delivery may be made to a certificate representing Person other than the Person in whose name the Certificate so surrendered is registered, if such Certificate shall be properly endorsed or otherwise be in proper number form for transfer and the Person requesting such delivery shall pay all transfer and other Taxes required by reason of shares the payment to a Person other than the registered holder of such Certificate or establish to the satisfaction of Wireless that such Tax has been paid or is not applicable. Until surrendered as contemplated by this Section 2.08, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the ratable portion of the Initial Wireless Merger Stock and any Additional Wireless Merger Stock which may hereafter be issued purusant to a transferee if the Certificate representing such Company Stock is presented to the Exchange AgentSection 2.06, accompanied by all documents required to evidence and effect such transfer and by evidence reasonably satisfactory to Acquiror and Newco that any applicable stock transfer tax has been paid. (c) After the Effective Timewithout interest, each outstanding Certificate which theretofore represented shares of Company Stock shall, until surrendered for exchange in accordance with this Section 1.04, be deemed for all purposes to evidence the number of full shares of Merger Stock into which the shares of Company Capital Stock (which, prior to the Effective Time, were represented thereby) theretofore evidenced by such Certificate shall have been so converted. (d) Except as otherwise expressly provided herein, the Surviving Corporation converted pursuant to Section 2.03. No interest shall pay all charges and expenses, including those of the Exchange Agent, in connection with the exchange of shares of be paid or accrue on any Wireless Merger Stock for shares payable upon surrender of Company Stock. Any Merger Stock deposited with the Exchange Agent that remains unclaimed by the former stockholders of the Company after six months following the Effective Time shall be delivered to the Surviving Corporation, upon demand, and any former stockholders of the Company who have not then complied with the instructions for exchanging their Certificates shall thereafter look only to the Surviving Corporation for the exchange of CertificatesCertificate. (e) Effective upon the Closing Date, the stock transfer books of the Company shall be closed, and there shall be no further registration of transfers of shares of Company Stock thereafter on the records of the Company. (f) All Merger Stock issued upon conversion of shares of Company Stock in accordance with the terms hereof shall be deemed to have been issued in full satisfaction of all rights pertaining to such shares of Company Stock.

Exchange of Certificates. (a) Prior to From and after the Closing DateEffective Time, the Company shall retain a bank or trust company to be designated by FKW Sub and reasonably acceptable to Acquiror to act as exchange agent the Company (the "Exchange Agent") shall act as exchange agent in connection with effecting the surrender exchange of the Merger Consideration for certificates evidencing shares of Company Stock converted into shares of Acquiror Common Stock representing Shares entitled to payment pursuant to Section 1.6 (the Merger"Certificates"). Prior At or prior to the Effective Time, Acquiror FKW Sub shall deposit with the Exchange Agent the shares of Acquiror Common Stock amount necessary to be issued in the Merger, which shares (collectively, the "Merger Stock") shall be deemed to be issued at the Effective Time. At and following the Effective Time, the Surviving Corporation shall deliver to enable the Exchange Agent such cash as may be required, from time to time, to make payments of cash in lieu of fractional shares in accordance with Section 1.06 hereofexchange the Merger Consideration for Certificates received by the Exchange Agent. (b) As soon as practicable Promptly after the Effective Time, the Exchange Agent shall mail to each person who was, at the Effective Time, a record holder of record of a certificate or certificates that immediately prior to the Effective Time evidenced Outstanding Company Stock (collectively, the "Certificates"), other than the Company, Newco or any of their respective Subsidiaries, (i) Certificates a letter of transmittal (which shall specify that delivery of the Certificates shall be effectiveeffected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Exchange Agent and which shall be in such form and shall have such other provisions as Acquiror and Newco shall reasonably specifyAgent) and (ii) instructions for use in effecting surrendering Certificates and receiving the Merger Consideration therefor. Upon the surrender of the Certificates in exchange for certificates representing the Merger Stock. Upon surrender of a Certificate for cancellation to the Exchange Agenteach Certificate, together with such letter of transmittal duly executed and such other documents as may be required by completed in accordance with the Exchange Agentinstructions thereto, the holder of such Certificate shall be entitled to receive in exchange therefor certificates representing an amount equal to the shares Merger Consideration multiplied by the number of Merger Stock that Shares represented by such holder has Certificate, and such Certificate shall be canceled. Until so surrendered and exchanged, each such Certificate shall represent solely the right to receive pursuant an amount equal to the terms hereof (together with Merger Consideration multiplied by the number of Shares represented by such Certificate. No interest shall be paid or accrue on the Merger Consideration payable upon the surrender of the Certificates. If any dividend or distribution with respect thereto made after Merger Consideration is to be paid to a Person other than the Effective Time to the extent provided Person in Section 1.05 hereof and any cash paid in lieu of fractional shares pursuant to Section 1.06), and whose name the Certificate so surrendered in exchange therefor is registered, such Certificate shall be canceled. In the event of a transfer of ownership of Company Stock that is not registered in the stock transfer records of the Company, a certificate representing the proper number of shares of Merger Stock may be issued to a transferee if the Certificate representing such Company Stock is presented to the Exchange Agent, accompanied by all documents required to evidence and effect such transfer, and it shall be a condition to such exchange that the Person requesting such exchange shall pay to the Exchange Agent any transfer and or other taxes required by evidence reasonably satisfactory reason of the payment of such Merger Consideration to Acquiror and Newco a Person other than the registered holder of the Certificate surrendered, or such Person shall establish to the satisfaction of the Exchange Agent that any applicable stock transfer such tax has been paidpaid or is not applicable. Notwithstanding the foregoing, neither the Exchange Agent nor any party hereto shall be liable to a holder of Shares for any Merger Consideration delivered to a public official pursuant to applicable abandoned property, escheat and similar laws. (c) Promptly following the date which is 180 days after the Effective Time, the Exchange Agent's duties shall terminate, and any funds deposited with the Exchange Agent that remain unclaimed by holders of Certificates shall be paid to the Surviving Corporation upon demand. Thereafter, each holder of a Certificate may surrender such Certificate to the Surviving Corporation along with the applicable letter of transmittal and (subject to applicable abandoned property, escheat and similar laws) receive in exchange therefor an amount equal to the Merger Consideration multiplied by the number of Shares represented by such Certificate, without any interest thereon, but shall have no greater rights against the Surviving Corporation than may be accorded to general creditors of the Surviving Corporation. (d) After the Effective Time, each outstanding Certificate which theretofore represented shares of Company Stock shall, until surrendered for exchange in accordance with this Section 1.04, be deemed for all purposes to evidence the number of full shares of Merger Stock into which the shares of Company Stock (which, prior to the Effective Time, were represented thereby) shall have been so converted. (d) Except as otherwise expressly provided herein, the Surviving Corporation shall pay all charges and expenses, including those of the Exchange Agent, in connection with the exchange of shares of Merger Stock for shares of Company Stock. Any Merger Stock deposited with the Exchange Agent that remains unclaimed by the former stockholders of the Company after six months following the Effective Time there shall be delivered to the Surviving Corporation, upon demand, and any former stockholders of the Company who have not then complied with the instructions for exchanging their Certificates shall thereafter look only to the Surviving Corporation for the exchange of Certificates. (e) Effective upon the Closing Date, no transfers on the stock transfer books of the Company Surviving Corporation of any Shares. If, after the Effective Time, Certificates are presented to the Surviving Corporation or the Exchange Agent, they shall be closedcanceled and exchanged for the applicable Merger Consideration, and there shall be no further registration as provided in this Article I, subject to applicable law in the case of transfers of shares of Company Stock thereafter on the records of the CompanyDissenting Shares. (f) All Merger Stock issued upon conversion of shares of Company Stock in accordance with the terms hereof shall be deemed to have been issued in full satisfaction of all rights pertaining to such shares of Company Stock.

Exchange of Certificates. (a) Prior From time to time following the Closing DateEffective Time, the Company as required by subsections (b) and (c) below, Parent shall retain deliver to its transfer agent, or a bank depository or trust company reasonably acceptable to Acquiror to act as exchange agent institution of recognized standing selected by Parent and Acquisition (the "Exchange Agent") for the benefit of the holders of Shares for exchange in connection accordance with this Article I: (i) certificates representing the surrender appropriate number of certificates evidencing shares of Company Stock converted into shares of Acquiror Parent Common Stock issuable pursuant to the Merger. Prior to the Effective TimeSection 1.8, Acquiror shall deposit with the Exchange Agent the shares of Acquiror Common Stock and (ii) cash to be issued in the Merger, which shares (collectively, the "Merger Stock") shall be deemed to be issued at the Effective Time. At and following the Effective Time, the Surviving Corporation shall deliver to the Exchange Agent such cash as may be required, from time to time, to make payments of cash paid in lieu of fractional shares of Parent Common Stock (such shares of Parent Common Stock and such cash are hereinafter referred to as the "Exchange Fund"), in accordance with Section 1.06 hereofexchange for outstanding Shares. (b) As soon as reasonably practicable after the Effective Time, the Exchange Agent shall mail to each person who was, at the Effective Time, a holder of record of a certificate or certificates that immediately prior to the Effective Time evidenced Outstanding Company Stock represented outstanding Shares (collectively, the "Certificates"), other than ) and whose shares were converted into the Company, Newco or any right to receive shares of their respective Subsidiaries, Parent Common Stock pursuant to Section 1.8: (i) a letter of transmittal (which shall specify that delivery of the Certificates shall be effective, effected and risk of loss and title to the Certificates shall pass, pass only upon delivery of the Certificates to the Exchange Agent and which shall be in such form and shall have such other provisions as Acquiror Parent and Newco shall the Company may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for certificates representing the Merger shares of Parent Common Stock. Upon surrender of a Certificate for cancellation to the Exchange Agent, Agent together with such letter of transmittal duly executed and such other documents as may be required by the Exchange Agentexecuted, the holder of such Certificate shall be entitled to receive in exchange therefor certificates a certificate representing that number of whole shares of Parent Common Stock and, if applicable, a check representing the shares cash consideration to which such holder may be entitled on account of Merger a fractional share of Parent Common Stock that such holder has the right to receive pursuant to the terms hereof (together with any dividend or distribution with respect thereto made after the Effective Time to the extent provided in Section 1.05 hereof and any cash paid in lieu provisions of fractional shares pursuant to Section 1.06), this Article I and the Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of Company Stock Shares that is not registered in the stock transfer records of the Company, a certificate representing the proper number of shares of Merger Parent Common Stock may be issued to a transferee if the Certificate representing such Company Stock Shares is presented to the Exchange Agent, Agent accompanied by all documents required to evidence and effect such transfer and by evidence reasonably satisfactory to Acquiror and Newco that any applicable stock transfer tax has taxes have been paid. Until surrendered as contemplated by this Section 1.10, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the certificate representing shares of Parent Common Stock and cash in lieu of any fractional shares of Parent Common Stock as contemplated by this Section 1.10. (c) After No dividends or other distributions declared or made after the Effective Time, each outstanding Time with respect to Parent Common Stock with a record date after the Effective Time shall be paid to the holder of any unsurrendered Certificate which theretofore represented shares of Company Stock shall, until surrendered for exchange in accordance with this Section 1.04, be deemed for all purposes respect to evidence the number of full shares of Merger Stock into which the shares of Company Parent Common Stock represented thereby, and no cash payment in lieu of fractional shares shall be paid to any such holder pursuant to Section 1.10(f), until the holder of record of such Certificate shall surrender such Certificate. Subject to the effect of applicable laws, following surrender of any such Certificate there shall be paid to the record holder of the certificates representing whole shares of Parent Common Stock issued in exchange therefor without interest (which, i) the amount of any cash payable in lieu of a fractional share of Parent Common Stock to which such holder is entitled pursuant to Section 1.10(f) and the amount of dividends or other distributions with a record date after the Effective Time theretofore paid with respect to such number of whole shares of Parent Common Stock and (ii) at the appropriate payment date the amount of dividends or other distributions with a record date after the Effective Time but prior to the Effective Time, were represented thereby) shall have been so convertedsurrender and a payment date subsequent to surrender payable with respect to such whole shares of Parent Common Stock. (d) Except as otherwise expressly provided hereinIn the event that any Certificate for Shares shall have been lost, the Surviving Corporation shall pay all charges and expensesstolen or destroyed, including those of the Exchange Agent, in connection with the exchange of shares of Merger Stock for shares of Company Stock. Any Merger Stock deposited with the Exchange Agent shall issue in exchange therefor upon the making of an affidavit of that remains unclaimed fact by the former stockholders holder thereof such shares of Parent Common Stock and cash in lieu of fractional shares, if any, as may be required pursuant to this Agreement; provided, however, that Parent or the Company after six months following Exchange Agent may, in its discretion, require the Effective Time shall be delivered to the Surviving Corporation, upon demand, and any former stockholders delivery of the Company who have not then complied with the instructions for exchanging their Certificates shall thereafter look only to the Surviving Corporation for the exchange of Certificatesa suitable bond or indemnity. (e) Effective upon the Closing Date, the stock transfer books of the Company shall be closed, and there shall be no further registration of transfers of All shares of Company Stock thereafter on the records of the Company. (f) All Merger Parent Common Stock issued upon conversion the surrender for exchange of shares of Company Stock Shares in accordance with the terms hereof (including any cash paid pursuant to Section 1.10(c) or 1.10(f)) shall be deemed to have been issued in full satisfaction of all rights pertaining to such Shares; subject, however, to the Surviving Corporation's obligation to pay any dividends or make any other distributions with a record date prior to the date hereof that remain unpaid at the Effective Time, and there shall be no further registration of transfers on the stock transfer books of the Surviving Corporation of the Shares that were outstanding immediately prior to the Effective Time. If, after the Effective Time, Certificates are presented to the Surviving Corporation for any reason, they shall be canceled and exchanged as provided in this Article I. (f) No fractions of a share of Parent Common Stock shall be issued in the Merger but in lieu thereof each holder of Shares otherwise entitled to a fraction of a share of Parent Common Stock shall upon surrender of his or her Certificate or Certificates be entitled to receive an amount of cash (without interest) determined by multiplying the average closing price for Parent Common Stock as reported on the NYSE Composite Transactions reporting system for the five (5) business days prior to the Effective Time by the fractional share interest to which such holder would otherwise be entitled. The parties acknowledge that payment of the cash consideration in lieu of issuing fractional shares was not separately bargained for consideration, but merely represents a mechanical rounding off for purposes of simplifying the corporate and accounting complexities that would otherwise be caused by the issuance of fractional shares. (g) Any portion of the Exchange Fund that remains undistributed to the stockholders of the Company upon the expiration of twelve (12) months after the Effective Time shall be delivered to Parent upon demand and any stockholders of the Company who have not theretofore complied with this Article 1 shall thereafter look only to Parent for payment of their claim for Parent Common Stock and cash in lieu of fractional shares as the case may be and any applicable dividends or distributions with respect to Parent Common Stock. (h) Neither Parent nor the Company shall be liable to any holder of Shares or Parent Common Stock as the case may be for such shares (or dividends or distributions with respect thereto) or cash from the Exchange Fund delivered to a public official pursuant to any applicable abandoned property, escheat or similar law.

Exchange of Certificates. (a) Prior to the Closing DateEffective Time, the Company ACT shall retain a bank appoint The Bank of New York or trust company reasonably another exchange agent mutually acceptable to Acquiror ACT and ICH to act as exchange agent (the "Exchange Agent") in connection with the surrender of certificates evidencing shares of Company Stock converted into shares of Acquiror Common Stock pursuant to the Merger. Prior . (b) At or prior to the Effective Time, Acquiror ACT shall deposit with the Exchange Agent the shares of Acquiror Common Stock to be issued in the Merger, which shares (collectively, the "Merger Stock") shall be deemed to be issued at the Effective Time. At and following the Effective Time, the Surviving Corporation shall deliver provide to the Exchange Agent such Agent, for the benefit of the holders of shares of ICH Stock, certificates representing ACT Common Shares issuable in exchange for certificates representing outstanding shares of ICH Stock pursuant to Section 2.1 ("Certificates") and an estimated amount in cash as may be required, from time sufficient to time, to make payments of cash in lieu of fractional shares in accordance with satisfy ACT's obligations under Section 1.06 hereof2.5. (bc) As soon as reasonably practicable after the Effective TimeTime and in no event later than ten business days thereafter, the Exchange Agent shall mail to each person who was, at the Effective Time, a holder of record of a certificate or certificates that immediately prior shares of ICH Stock whose shares were converted into ACT Common Shares pursuant to the Effective Time evidenced Outstanding Company Stock (collectively, the "Certificates"), other than the Company, Newco or any of their respective Subsidiaries, Section 2.1 (i) a letter of transmittal (which shall specify that delivery of the Certificates shall be effectiveeffected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Agent and which shall be in such a form and shall have such other provisions as Acquiror and Newco shall ACT may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for certificates representing the Merger Stockevidencing ACT Common Shares. Upon surrender of a Certificate for cancellation to the Exchange AgentAgent or to such other agent or agents as may be appointed by ACT, together with such letter of transmittal transmittal, duly executed executed, and such other documents as may reasonably be required by the Exchange Agent, the holder of such Certificate shall be entitled to receive in exchange therefor certificates a certificate representing the shares number of Merger Stock that such whole ACT Common Shares to which the holder has the right to receive pursuant to the terms hereof (together with any dividend or distribution with respect thereto made after the Effective Time to the extent provided in Section 1.05 hereof is entitled and any an amount of cash paid in lieu of any fractional shares pursuant to ACT Common Share in accordance with Section 1.06)2.5, and the Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of Company shares of ICH Stock that is not registered in the stock transfer records of ICH, payment may be made to a Person (as defined below) other than the CompanyPerson in whose name the Certificate so surrendered is registered if such Certificate shall be properly endorsed or otherwise be in proper form for transfer and the Person requesting such payment either shall pay any transfer or other taxes required by reason of such payment being made to a Person other than the registered holder of such Certificate or establish to the satisfaction of ACT that such tax or taxes have been paid or are not applicable. Until surrendered as contemplated by this Section 2.2, a certificate representing each Certificate shall be deemed at any time after the proper Effective Time to represent only the right to receive upon such surrender such whole number of shares ACT Common Shares provided by Section 2.1 and an amount in cash in lieu of Merger Stock may be issued to a transferee if the Certificate representing such Company Stock is presented to the Exchange Agent, accompanied by all documents required to evidence and effect such transfer and by evidence reasonably satisfactory to Acquiror and Newco that any applicable stock transfer tax has been paid. (c) After the Effective Time, each outstanding Certificate which theretofore represented shares of Company Stock shall, until surrendered for exchange fractional ACT Common Share in accordance with this Section 1.04, 2.5. No interest will be deemed for all purposes paid or will accrue on the consideration payable upon the surrender of any Certificate or on any cash payable pursuant to evidence the number of full shares of Merger Stock into which the shares of Company Stock (which, prior to the Effective Time, were represented thereby) shall have been so convertedSection 2.4 or Section 2.5. (d) Except as otherwise expressly provided hereinAll ACT Common Shares delivered, the Surviving Corporation shall pay all charges and expenses, including those cash in lieu of the Exchange Agent, in connection with the exchange of any fractional shares of Merger Stock for shares of Company Stock. Any Merger Stock deposited with the Exchange Agent that remains unclaimed by the former stockholders of the Company after six months following the Effective Time shall be delivered to the Surviving Corporationthereof paid, upon demand, and any former stockholders the surrender of the Company who have not then complied with the instructions for exchanging their Certificates shall thereafter look only to the Surviving Corporation for the exchange of Certificates. (e) Effective upon the Closing Date, the stock transfer books of the Company shall be closed, and there shall be no further registration of transfers of shares of Company Stock thereafter on the records of the Company. (f) All Merger Stock issued upon conversion of shares of Company Stock in accordance with the terms hereof of this Article II shall be deemed to have been issued paid in full satisfaction of all rights pertaining to such shares. There shall be no further registration of transfers on the stock transfer books of ICH or its transfer agent of the shares of Company StockICH Stock that were outstanding immediately prior to the Effective Time. If, after the Effective Time, Certificates are presented to the Surviving Entity for any reason, they shall be canceled and exchanged as provided in this Article II. (e) None of ICH, ACT or the Exchange Agent shall be liable to any Person in respect of any shares or funds delivered to a public official pursuant to any applicable abandoned property, escheat or similar law. All Certificates and funds held by the Exchange Agent for payment to the holders of unsurrendered Certificates that remain unclaimed for six months after the Effective Time shall be redelivered by the Exchange Agent to ACT, upon demand, and any holders of Certificates who have not theretofore complied with Section 2.2(c) shall thereafter look only to the Surviving Entity for delivery of any shares or funds, subject to applicable escheat and other similar laws.

Exchange of Certificates. (a) Prior to the Closing Datemailing of the Proxy Statement, the Company Parent shall retain enter into an agreement with a bank or trust company reasonably acceptable to Acquiror to act as exchange agent designated by Parent (the "Exchange AgentEXCHANGE AGENT") in connection with the surrender of certificates evidencing shares of Company Stock converted into shares of Acquiror Common Stock pursuant to the Merger. Prior to the Effective Time), Acquiror providing that Parent shall deposit with the Exchange Agent as of the Effective Time, for the benefit of the holders of the Company Shares, for exchange in accordance with Sections 2.3 and 2.4 and this Section 2.7 through the Exchange Agent, (i) cash in an amount equal to the aggregate amount payable pursuant to Sections 2.3 and 2.5, (ii) certificates representing the shares of Acquiror Parent Common Stock issuable pursuant to Sections 2.3 and 2.5 and (iii) cash in an amount equal to the aggregate amount required to be paid in lieu of fractional interests of Parent Common Stock pursuant to Section 2.10 (such cash and shares of Parent Common Stock, together with any dividends or distributions with respect thereto with a record date after the Effective Time and the cash referred to in clause (iii) of this Section 2.7 being hereinafter referred to as the "EXCHANGE FUND"). The Exchange Agent shall, pursuant to irrevocable instructions, deliver the cash and the Parent Common Stock contemplated to be issued pursuant to this Article II from the Exchange Fund in the Merger, which shares (collectivelyaccordance with this Agreement. Until they are distributed, the "Merger Stock") shares of Parent Common Stock held by the Exchange Agent shall be deemed to be issued at the Effective Time. At and following the Effective Timeoutstanding, the Surviving Corporation shall deliver to but the Exchange Agent shall not vote such cash as may be required, from time to time, to make payments shares or exercise any rights of cash in lieu of fractional shares in accordance a stockholder with Section 1.06 hereofregard thereto. (b) As soon as practicable after the Effective Time, the Exchange Agent shall mail to each person who was, at the Effective Time, a holder of record of a certificate or certificates that immediately prior to the Effective Time evidenced Outstanding representing shares of Company Common Stock (collectively, a "CERTIFICATE") whose shares were converted into the "Certificates"), other than right to receive the Company, Newco or any of their respective SubsidiariesMerger Consideration, (i) a letter of transmittal (which shall specify that delivery of the Certificates shall be effective, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Agent and which shall be in such form and shall have such other provisions as Acquiror and Newco shall reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates Certificate(s) in exchange for certificates representing the Merger StockConsideration. Upon surrender of a Certificate such Certificate(s) for cancellation to the Exchange Agent, together with such letter of transmittal transmittal, duly executed executed, and such other documents as may reasonably be required by the Exchange Agent, the holder of such Certificate Certificate(s) shall be entitled to receive in exchange therefor certificates a certificate representing the that number of whole shares of Merger Parent Common Stock that and cash which such holder has the right to receive pursuant to the terms hereof (together with any dividend or distribution with respect thereto made after the Effective Time to the extent provided in Section 1.05 hereof provisions of Sections 2.3 and any cash paid in lieu of fractional shares pursuant to Section 1.06)2.10, and the Certificate Certificate(s) so surrendered shall forthwith be canceled. In the event of . (c) If any cash or any certificate representing Parent Shares is to be paid to or issued in a transfer of ownership of Company Stock name other than that in which a Certificate surrendered in exchange therefor is not registered in the stock transfer records of the Companyregistered, a certificate representing the proper number of shares of Merger Parent Common Stock may be issued to a transferee if person other than the person in whose name the Certificate representing so surrendered is registered, if such Company Stock is presented Certificate shall be properly endorsed or otherwise be in proper form for transfer and the person requesting such payment shall pay to the Exchange Agent, accompanied Agent any transfer or other Taxes required by all documents required reason of the payment of cash or the issuance of shares of Parent Common Stock to evidence and effect a person other than the registered holder of such transfer and by evidence reasonably satisfactory Certificate or establish to Acquiror and Newco the satisfaction of the Exchange Agent that any applicable stock transfer tax such Tax has been paid. (c) After paid or is not applicable. Until surrendered as contemplated by this Section 2.7, each Certificate shall be deemed at any time after the Effective TimeTime to represent only the right to receive upon such surrender the cash, each outstanding Certificate which theretofore represented the certificate representing shares of Company Parent Common Stock shall, until surrendered for exchange or cash in accordance with this Section 1.04, be deemed for all purposes to evidence the number lieu of full any fractional shares of Merger Stock into which the shares of Company Stock (whichParent Common Stock, prior to the Effective Time, were represented thereby) shall have been as applicable. No interest will be paid or will accrue on any cash so convertedpayable. (d) Except as otherwise expressly provided herein, the Surviving Corporation shall pay all charges and expenses, including those If any holder of the Exchange Agent, in connection with the exchange of shares of Merger Stock for shares of converted Company Stock. Any Merger Stock deposited with the Exchange Agent that remains unclaimed by the former stockholders of the Company after six months following the Effective Time Shares shall be delivered unable to the Surviving Corporation, upon demand, and any former stockholders of the Company who have not then complied with the instructions for exchanging their surrender such holder's Certificates because such Certificates shall thereafter look only to the Surviving Corporation for the exchange of Certificates. (e) Effective upon the Closing Date, the stock transfer books of the Company shall be closed, and there shall be no further registration of transfers of shares of Company Stock thereafter on the records of the Company. (f) All Merger Stock issued upon conversion of shares of Company Stock in accordance with the terms hereof shall be deemed to have been issued lost or destroyed, such holder may deliver in full satisfaction of all rights pertaining lieu thereof an affidavit and indemnity bond in form and substance and with surety reasonably satisfactory to such shares of Company StockParent.

Exchange of Certificates. (a) Prior to the Closing DateEffective Time, the Company Parent shall retain select a reputable bank or trust company reasonably acceptable to Acquiror to act as exchange paying agent with respect to the Merger (the "Exchange “Paying Agent"”). (b) in connection with the surrender of certificates evidencing shares of Company Stock converted into shares of Acquiror Common Stock pursuant to the Merger. Prior to the Effective Time, Acquiror shall deposit with the Exchange Agent the shares of Acquiror Common Stock to be issued in the Merger, which shares (collectively, the "Merger Stock") shall be deemed to be issued at the Effective Time. At and Immediately following the Effective Time, Parent shall deposit (or cause to be deposited) with the Surviving Corporation shall deliver Paying Agent, for payment to the Exchange Agent such cash as may be requiredholders of Company Shares pursuant to the provisions of this Section 2, from time to time, to make payments an amount of cash in lieu equal to the product obtained by multiplying (x) the amount payable therefor pursuant to Section 2.5(c) and (y) the aggregate number of fractional shares in accordance with Section 1.06 hereofof Company Shares issued and outstanding immediately prior to the Effective Time (excluding Company Shares then owned by Parent, Acquisition Sub, the Company, or any direct or indirect, wholly-owned Subsidiary of Parent, Acquisition Sub or the Company immediately prior to the Effective Time (whether pursuant to the Offer or otherwise)). (bc) As soon as practicable Promptly after the Effective Time, Parent shall cause the Exchange Paying Agent shall to mail to each person Person who was, at immediately prior to the Effective Time, a holder of record of a certificate or certificates that Company Stock Certificate and each holder of record of Company Shares held in book-entry form, in each case which immediately prior to the Effective Time evidenced Outstanding represented outstanding Company Stock Shares (collectively, the "Certificates"other than Appraisal Shares), other than the Company, Newco or any a form of their respective Subsidiaries, (i) a letter of transmittal in customary form (which shall specify that delivery of the Certificates shall be effectiveeffected, and risk of loss and title to the Company Stock Certificates shall pass, only upon delivery of the Company Stock Certificates to the Exchange Agent and which shall be in such form and shall have such other provisions as Acquiror and Newco shall reasonably specifyPaying Agent) and (ii) instructions for use in effecting the surrender of the Company Stock Certificates previously representing such Company Shares in exchange for certificates representing the Merger Stockpayment therefor. Upon surrender of a Certificate Company Stock Certificates for cancellation to the Exchange AgentPaying Agent or to such other agent or agents as may be appointed by Parent or delivery of an agents’ message in respect of Company Shares held in book-entry form, together with such letter of transmittal transmittal, duly completed and validly executed and such other documents as may be required by in accordance with the Exchange Agentinstructions thereto, the holder holders of such Certificate Company Stock Certificates or the holders of shares held in book-entry form shall be entitled to receive in exchange therefor certificates representing the shares amount payable in respect thereof pursuant to the provisions of Merger this Section 2, and the Company Stock that Certificates so surrendered shall forthwith be canceled. The Paying Agent shall accept such holder has Company Stock Certificates upon compliance with such reasonable terms and conditions as the Paying Agent may impose to effect an orderly exchange thereof in accordance with normal exchange practices. No interest shall be paid or accrued for the benefit of holders of the Company Stock Certificates on the cash amounts payable upon the surrender of such Company Stock Certificates pursuant to this Section 2.7. Until so surrendered, outstanding Company Stock Certificates shall be deemed from and after the Effective Time, to evidence only the right to receive the amount payable in respect thereof pursuant to the terms hereof provisions of this Section 2. (together with d) On or after the first anniversary of the Effective Time, the Paying Agent shall deliver to the Surviving Corporation any dividend or distribution funds made available by Parent to the Paying Agent which have not been disbursed to holders of Company Stock Certificates, and thereafter such holders shall be entitled to look to Parent and the Surviving Corporation, as general creditors thereof, with respect thereto made after the Effective Time to the extent provided in Section 1.05 hereof and cash amounts that may be payable upon surrender of their Company Stock Certificates. Neither the Paying Agent nor the Surviving Corporation shall be liable to any cash holder of a Company Stock Certificate for any amount properly paid in lieu of fractional shares to a public official pursuant to Section 1.06)any applicable abandoned property or escheat law. (e) If any Company Stock Certificate shall have been lost, stolen or destroyed, then, upon the making of an affidavit of that fact by the Person claiming such Company Stock Certificate to be lost, stolen or destroyed, Parent shall cause the Paying Agent to pay in exchange for such lost, stolen or destroyed Company Stock Certificate the cash amount payable in respect thereof pursuant to this Agreement; provided, however, that Parent or the Paying Agent may, in its discretion and as a condition precedent to the Certificate so surrendered shall payment of the cash amount payable in respect of any lost, stolen or destroyed Company Stock Certificate, require the owners of such lost, stolen or destroyed Company Stock Certificates to deliver a bond in such sum as it may reasonably direct as indemnity against any claim that may be canceled. made against Parent, the Surviving Corporation or the Paying Agent with respect to the Company Stock Certificates alleged to have been lost, stolen or destroyed. (f) In the event of a transfer of ownership of Company Stock that Shares which is not registered in the stock transfer records of the Company, or if payment is to be made with respect to Company Shares in a certificate representing name other than that in which the proper number Company Stock Certificates surrendered in exchange therefor are registered in the stock transfer books or ledger of shares of Merger Stock the Company, payment may be issued made to a transferee Person other than the Person in whose name the Certificate so surrendered is registered in the stock transfer books or ledger of the Company only if the Company Stock Certificate previously representing such Company Stock Shares is presented to the Exchange Agent, Paying Agent properly endorsed and accompanied by all documents reasonably required by the Paying Agent to evidence and effect such transfer and the Person requesting such payment has paid to Parent (or any agent designated by Parent) any transfer or other Taxes required by reason of the payment of the amount payable in respect thereof to a Person other than the registered holder of such Company Stock Certificate, or presented evidence reasonably satisfactory to Acquiror and Newco that any applicable stock transfer tax has taxes relating to such transfer have been paidpaid or are otherwise not payable. (cg) After Parent, the Effective Time, each outstanding Certificate which theretofore represented shares of Company Stock shall, until surrendered for exchange in accordance with this Section 1.04, be deemed for all purposes to evidence the number of full shares of Merger Stock into which the shares of Company Stock (which, prior to the Effective Time, were represented thereby) shall have been so converted. (d) Except as otherwise expressly provided hereinCompany, the Surviving Corporation and the Paying Agent shall pay all charges be entitled to deduct and expenseswithhold from any payment pursuant to this Section 2 such amounts as are required by applicable law to be deducted or withheld therefrom under U.S. federal or state, local or non-U.S. law, and to request any necessary Tax forms, including those Form W-9 or the appropriate series of Form W-8, as applicable, or any similar information, from any recipient of any payment hereunder. To the Exchange Agentextent that any amounts are so deducted or withheld, in connection with the exchange of shares of Merger Stock for shares of Company Stock. Any Merger Stock deposited with the Exchange Agent that remains unclaimed by the former stockholders of the Company after six months following the Effective Time such amounts shall be delivered treated for all purposes of this Agreement as having been paid to the Surviving Corporation, upon demand, and any former stockholders of the Company who have not then complied with the instructions for exchanging their Certificates shall thereafter look only Person to the Surviving Corporation for the exchange of Certificates. (e) Effective upon the Closing Date, the stock transfer books of the Company shall be closed, and there shall be no further registration of transfers of shares of Company Stock thereafter on the records of the Company. (f) All Merger Stock issued upon conversion of shares of Company Stock in accordance with the terms hereof shall be deemed to whom such amounts would otherwise have been issued in full satisfaction of all rights pertaining to such shares of Company Stockpaid.

Exchange of Certificates. (a) Prior Gold, on behalf of Sub, shall make available to the Closing DateExchange National Bank and/or to Advest, the Company shall retain a bank or trust company reasonably acceptable to Acquiror to act Inc., which are hereby designated as exchange agent agents (the "Exchange AgentAgents") in connection with the surrender of certificates evidencing shares of Company Stock converted into shares of Acquiror Common Stock pursuant to the Merger. Prior to ), at and after the Effective Time, Acquiror shall deposit with the Exchange Agent the such number of shares of Acquiror Gold Common Stock to be issued in the Merger, which shares (collectively, the "Merger Stock") as shall be deemed to be issued at the Effective Time. At and following the Effective Time, the Surviving Corporation shall deliver issuable to the Exchange Agent such cash as may be required, from time to time, to make payments holders of cash in lieu of fractional shares Company Common Stock in accordance with Section 1.06 2.2 hereof. (b) . As soon as practicable after the Effective TimeClosing Date, Gold, on behalf of the Exchange Agent Agents, shall mail to each person who was, at the Effective Time, a holder of record of a certificate or certificates that immediately prior to the Effective Time evidenced Outstanding Closing Date represented outstanding shares of Company Common Stock (collectively, the "Certificates"), other than the Company, Newco or any of their respective Subsidiaries, (i) a form letter of transmittal (which shall specify that delivery of the Certificates shall be effective, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Agent and which shall be in such form and shall have such other provisions as Acquiror and Newco shall reasonably specify) and (ii) instructions for use in effecting the surrender of certificates of Company Common Stock for exchange into certificates of Gold Common Stock. The Gold Common Stock into which the Certificates Company Common Stock is being converted in exchange accordance with Section 2.2(b) hereof may be delivered to a brokerage account established at Advest, Inc. for each shareholder of the Company; provided, however, that definitive stock certificates for shares of Gold Common Stock will be issued by the Exchange Agents and delivered to each Company shareholder that requests such certificates. (b) Notwithstanding any other provision herein, no fractional shares of Gold Common Stock and no certificates or script therefor or other evidence of ownership thereof will be issued. All fractional shares of Gold Common Stock to which a holder of Company Common Stock would otherwise be entitled to under Section 2.2 hereof shall be aggregated. If a fractional share results from such aggregation, such shareholder shall be entitled, after the Effective Time and upon the surrender of such shareholder's certificate or certificates representing shares of Company Common Stock, to receive from the Merger StockExchange Agent an amount in cash in lieu of such fractional share equal to the product of such fraction and the average of the closing sales price of Gold Common Stock as reported by the National Association of Securities Dealers Automated Quotation National Marketing System on each of the ten consecutive trading days immediately preceding the third trading day prior to the Effective Time (the "Gold Stock Price"). Upon surrender Gold, on behalf of a Certificate for cancellation Sub, shall make available to the Exchange Agent, together with such letter of transmittal duly executed and such other documents as may be required by the Exchange Agentfrom time to time, the holder of such Certificate shall be entitled to receive in exchange therefor certificates representing the shares of Merger Stock that such holder has the right to receive pursuant to the terms hereof (together with any dividend or distribution with respect thereto made after the Effective Time to the extent provided in Section 1.05 hereof and any cash paid in lieu of fractional shares pursuant to Section 1.06), and the Certificate so surrendered shall be canceled. In the event of a transfer of ownership of Company Stock that is not registered in the stock transfer records of the Company, a certificate representing the proper number of shares of Merger Stock may be issued to a transferee if the Certificate representing such Company Stock is presented to the Exchange Agent, accompanied by all documents required to evidence and effect such transfer and by evidence reasonably satisfactory to Acquiror and Newco that any applicable stock transfer tax has been paidnecessary for this purpose. (c) After the Effective Time, each outstanding Certificate which theretofore represented shares of Company Stock shall, until surrendered for exchange in accordance with this Section 1.04, be deemed for all purposes to evidence the number of full shares of Merger Stock into which the shares of Company Stock (which, prior to the Effective Time, were represented thereby) shall have been so converted. (d) Except as otherwise expressly provided herein, the Surviving Corporation shall pay all charges and expenses, including those of the Exchange Agent, in connection with the exchange of shares of Merger Stock for shares of Company Stock. Any Merger Stock deposited with the Exchange Agent that remains unclaimed by the former stockholders of the Company after six months following the Effective Time shall be delivered to the Surviving Corporation, upon demand, and any former stockholders of the Company who have not then complied with the instructions for exchanging their Certificates shall thereafter look only to the Surviving Corporation for the exchange of Certificates. (e) Effective upon the Closing Date, the stock transfer books of the Company shall be closed, and there shall be no further registration of transfers of shares of Company Stock thereafter on the records of the Company. (f) All Merger Stock issued upon conversion of shares of Company Stock in accordance with the terms hereof shall be deemed to have been issued in full satisfaction of all rights pertaining to such shares of Company Stock.

Exchange of Certificates. (a) Prior to the Closing Date, the Company shall retain a bank or trust company reasonably acceptable to Acquiror to act as exchange agent (the "Exchange Agent") in connection with the surrender of certificates evidencing shares of Company Stock converted into shares of Acquiror Common Stock pursuant to the Merger. Prior to the Effective Time, Acquiror GRMI shall enter into an agreement with, and shall deposit with with, DeMint Law, PLLC, or such other agent or agents as may be satisfactory to GRMI and Guardian 8 (the “Exchange Agent”), for the benefit of the holders of Guardian 8 Shares, for exchange through the Exchange Agent in accordance with this Article I: (i) certificates representing the shares appropriate number of Acquiror Common Stock GRMI Shares to be issued to holders of Guardian 8 Shares issuable pursuant to Section 1.6 in the Merger, which shares (collectively, the "Merger Stock") shall be deemed to be issued at the Effective Time. At and following the Effective Time, the Surviving Corporation shall deliver to the Exchange Agent such cash as may be required, from time to time, to make payments of cash in lieu of fractional shares in accordance with Section 1.06 hereofexchange for outstanding Guardian 8 Shares. (b) As soon as reasonably practicable after the Effective Time, the Exchange Agent shall mail to each person who was, at the Effective Time, a holder of record of a certificate or certificates that which immediately prior to the Effective Time evidenced Outstanding Company Stock represented outstanding Guardian 8 Shares (collectively, the "“Certificates"), other than ”) whose shares were converted into the Company, Newco or any of their respective Subsidiaries, right to receive GRMI Shares pursuant to Section 1.6: (i) a letter of transmittal (which shall specify that delivery of the Certificates shall be effectiveeffected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Agent and which shall be in such form and shall have such other provisions as Acquiror Guardian 8 and Newco shall GRMI may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for certificates representing the Merger StockGRMI Shares. Upon surrender of a Certificate for cancellation to the Exchange Agent, together with such letter of transmittal transmittal, duly executed executed, and such any other documents as may be required by the Exchange Agentdocuments, the holder of such Certificate shall be entitled to receive in exchange therefor certificates a certificate representing the shares that number of Merger Stock that such holder has the right to receive pursuant to the terms hereof (together with any dividend or distribution with respect thereto made after the Effective Time to the extent provided in Section 1.05 hereof and any cash paid in lieu of fractional shares pursuant to Section 1.06)whole GRMI Shares, and the Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of Company Stock that is Guardian 8 Shares which are not registered in the stock transfer records of the CompanyGuardian 8, a certificate representing the proper number of shares of Merger Stock GRMI Shares may be issued to a transferee if the Certificate representing such Company Stock Guardian 8 Shares is presented to the Exchange Agent, Agent accompanied by all documents required by the Exchange Agent or GRMI to evidence and effect such transfer and by evidence reasonably satisfactory to Acquiror and Newco that any applicable stock transfer tax has or other taxes have been paid. Until surrendered as contemplated by this Section 1.7, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the certificate representing GRMI Shares as contemplated by this Section 1.7. (c) After No dividends or other distributions declared or made after the Effective Time, each outstanding Certificate which theretofore represented shares of Company Stock shall, until surrendered for exchange in accordance Time with this Section 1.04, respect to GRMI Shares with a record date after the Effective Time shall be deemed for all purposes to evidence the number of full shares of Merger Stock into which the shares of Company Stock (which, prior paid to the Effective Time, were holder of any unsurrendered Certificate with respect to the GRMI Shares represented thereby) thereby until the holder of record of such Certificate shall have been so convertedsurrender such Certificate. (d) Except as otherwise expressly provided hereinIn the event that any Certificate for Guardian 8 Shares or GRMI Shares shall have been lost, stolen or destroyed, the Surviving Corporation Exchange Agent shall pay all charges issue in exchange therefor, upon the making of an affidavit of that fact by the holder thereof such GRMI Shares and expensescash in lieu of fractional GRMI Shares, including those of if any, as may be required pursuant to this Agreement; provided, however, that GRMI or the Exchange Agent, may, in connection with its respective discretion, require the exchange delivery of shares of Merger Stock for shares of Company Stock. Any Merger Stock deposited with the Exchange Agent that remains unclaimed by the former stockholders of the Company after six months following the Effective Time shall be delivered to the Surviving Corporationa suitable bond, upon demand, and any former stockholders of the Company who have not then complied with the instructions for exchanging their Certificates shall thereafter look only to the Surviving Corporation for the exchange of Certificatesopinion or indemnity. (e) Effective All GRMI Shares issued upon the Closing Date, surrender for exchange of Guardian 8 Shares in accordance with the stock transfer books of the Company shall be closed, and there terms hereof. There shall be no further registration of transfers of shares of Company Stock thereafter on the records stock transfer books of either of Guardian 8 or GRMI of the Company.Guardian 8 Shares or GRMI Shares which were outstanding immediately prior to the Effective Time. If, after the Effective Time, Certificates are presented to GRMI for any reason, they shall be canceled and exchanged as provided in this Article I. (f) All Merger Stock issued upon conversion of shares of Company Stock in accordance with the terms hereof No fractional GRMI Shares shall be deemed to have been issued in full satisfaction the Merger, but in lieu thereof each holder of all rights pertaining Guardian 8 Shares otherwise entitled to such shares a fractional GRMI Share shall, upon surrender of Company Stockits, his or her Certificate or Certificates, be entitled to receive an additional share to round up to the nearest round number of shares.

Exchange of Certificates. (a) Prior to the Closing DateEffective Time, the Company PFS shall retain designate a bank or trust company reasonably acceptable to Acquiror SBBX to act as the exchange agent (the "Exchange Agent") in connection with the surrender of certificates evidencing shares of Company Stock converted into shares of Acquiror Common Stock pursuant to Merger (the Merger“Exchange Agent”). Prior to the Effective Time, Acquiror shall deposit with the Exchange Agent the shares of Acquiror Common Stock to be issued in the Merger, which shares (collectively, the "Merger Stock") shall be deemed to be issued at the Effective Time. At and following the Effective Time, the Surviving Corporation shall deliver to the Exchange Agent such cash as may be required, from time to time, to make payments of cash in lieu of fractional shares in accordance with Section 1.06 hereof. (b) As soon promptly as practicable after the Effective Time, but in no event later than five (5) business days thereafter, PFS shall cause the Exchange Agent shall to mail to each person who was, at the Effective Time, a holder of record of a certificate one or certificates that more Old Certificates representing shares of SBBX Common Stock immediately prior to the Effective Time evidenced Outstanding Company Stock (collectively, that have been converted at the "Certificates"), other than Effective Time into the Company, Newco or any of their respective Subsidiaries, right to receive the Merger Consideration pursuant to Section 3.1 (i) a letter of transmittal (which shall specify that delivery of the Certificates shall be effectiveeffected, and risk of loss and title to the Old Certificates shall pass, only upon proper delivery of the Old Certificates (or affidavits of loss in lieu thereof) to the Exchange Agent and which shall be in such form and shall have such other provisions as Acquiror and Newco shall reasonably specify) and (ii) instructions for use in effecting the surrender of the Old Certificates (or affidavits of loss in lieu thereof) in exchange for certificates representing the Merger StockConsideration that such holder shall have become entitled to receive in accordance with, and subject to, Section 3.1.3, and any cash in lieu payable in respect of Fractional Share Consideration in accordance with Section 3.1.4, and any dividends or distributions to be paid pursuant to Section 3.2.3. Upon From and after the Effective Time, upon proper surrender of a Certificate the Old Certificates (or an affidavit of loss in lieu thereof) for exchange and cancellation to the Exchange Agent, together with such properly completed letter of transmittal duly executed and such other documents as may be required by the Exchange Agentexecuted, the holder of such Old Certificate shall be entitled to receive in exchange therefor certificates therefor, as applicable, (i) a New Certificate representing the Merger Consideration to which such holder of SBBX Common Stock shall have become entitled to receive in accordance with, and subject to, Section 3.1.3, and (ii) a check representing the amount of (A) any cash in lieu of fractional shares of Merger Stock that such holder has the right to receive in respect of the surrendered Old Certificate pursuant to Section 3.1.4 and (B) any dividends or distributions that such holder has the terms hereof (together with right to receive in respect of the surrendered Old Certificate pursuant to Section 3.2.3, and the Old Certificate so surrendered shall forthwith be cancelled. No interest will be paid or accrue on any dividend cash in lieu of fractional shares payable to holders of Old Certificates or distribution with respect thereto made any dividends payable under Section 3.2.3. Until each Old Certificate is surrendered as contemplated by this Section 3.2.1, such Old Certificate shall be deemed at all times after the Effective Time to represent only the extent provided in Section 1.05 hereof right to receive, upon surrender, the Merger Consideration (together with any dividends or distributions with respect thereto and any cash paid in lieu of fractional shares pursuant to Section 1.06issued in consideration therefor, without interest), subject to all applicable withholding of Tax in accordance with Section 3.2.7. The Exchange Agent shall accept such Old Certificates (or affidavits of loss in lieu thereof) upon compliance with such reasonable terms and conditions as the Exchange Agent may impose to effect an orderly exchange thereof in accordance with normal exchange practices. If any New Certificate representing shares of PFS Common Stock is to be issued in a name other than that in which the Old Certificate surrendered in exchange therefor is registered, it shall be a condition of the issuance thereof that the Old Certificate so surrendered shall be canceled. In properly endorsed (or accompanied by an appropriate instrument of transfer) and otherwise in proper form for transfer, and that the event of a transfer of ownership of Company Stock that is not registered in the stock transfer records of the Company, a certificate representing the proper number of shares of Merger Stock may be issued to a transferee if the Certificate representing person requesting such Company Stock is presented exchange shall pay to the Exchange Agent, accompanied Agent in advance any transfer or other similar Taxes required by all documents required to evidence and effect such transfer and by evidence reasonably satisfactory to Acquiror and Newco that any applicable stock transfer tax has been paid. (c) After reason of the Effective Time, each outstanding issuance of a New Certificate which theretofore represented representing shares of Company PFS Common Stock shallin any name other than that of the registered holder of the Old Certificate surrendered, until surrendered or required for exchange in accordance with this Section 1.04any other reason, be deemed for all purposes to evidence the number of full shares of Merger Stock into which the shares of Company Stock (which, prior or shall establish to the Effective Time, were represented thereby) shall have been so converted. (d) Except as otherwise expressly provided herein, the Surviving Corporation shall pay all charges and expenses, including those satisfaction of the Exchange Agent, in connection with the exchange of shares of Merger Stock for shares of Company Stock. Any Merger Stock deposited with the Exchange Agent that remains unclaimed by the former stockholders of the Company after six months following the Effective Time shall be delivered to the Surviving Corporation, upon demand, and any former stockholders of the Company who have such Tax has been paid or is not then complied with the instructions for exchanging their Certificates shall thereafter look only to the Surviving Corporation for the exchange of Certificatespayable. (e) Effective upon the Closing Date, the stock transfer books of the Company shall be closed, and there shall be no further registration of transfers of shares of Company Stock thereafter on the records of the Company. (f) All Merger Stock issued upon conversion of shares of Company Stock in accordance with the terms hereof shall be deemed to have been issued in full satisfaction of all rights pertaining to such shares of Company Stock.

Exchange of Certificates. (a) Prior to the Closing Date, the Company shall retain a bank or trust company reasonably acceptable to Acquiror to act as exchange agent (the "Exchange Agent") in connection with the surrender of certificates evidencing shares of Company Stock converted into shares of Acquiror Common Stock pursuant to the Merger. Prior to the Effective Time, Acquiror shall deposit with the Exchange Agent the shares of Acquiror Common Stock to be issued in the Merger, which shares (collectively, the "Merger Stock") shall be deemed to be issued at the Effective Time. At and following the Effective Time, the Surviving Corporation shall deliver to the Exchange Agent such cash as may be required, from time to time, to make payments of cash in lieu of fractional shares in accordance with Section 1.06 hereof. (b) As soon as practicable after the Effective Time, the Exchange Agent shall mail to each person who was, at the Effective Time, a holder of record of a certificate or certificates that immediately prior to the Effective Time evidenced Outstanding Company Stock (collectively, the "Certificates"), other than the Company, Newco or any of their respective Subsidiaries, (i) a letter of transmittal (which shall specify that delivery of the Certificates shall be effective, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Agent and which shall be in such form and shall have such other provisions as Acquiror and Newco shall reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for certificates representing the Merger Stock. Upon surrender of a Certificate for cancellation to the Exchange Agent, together with such letter of transmittal duly executed and such other documents as may be required by the Exchange Agent, the holder of such Certificate shall be entitled to receive in exchange therefor certificates representing the shares of Merger Stock that such holder has the right to receive pursuant to the terms hereof (together with any dividend or distribution with respect thereto made after the Effective Time to the extent provided in Section 1.05 hereof and any cash paid in lieu of fractional shares pursuant to Section 1.06), and the Certificate so surrendered shall be canceled. In the event of a transfer of ownership of Company Stock that is not registered in the stock transfer records of the Company, a certificate representing the proper number of shares of Merger Stock may be issued to a transferee if the Certificate representing such Company Stock is presented to the Exchange Agent, accompanied by all documents required to evidence and effect such transfer and by evidence reasonably satisfactory to Acquiror and Newco that any applicable stock transfer tax has been paid.I-7 (c) After the Effective Time, each outstanding Certificate which theretofore represented shares of Company Stock shall, until surrendered for exchange in accordance with this Section 1.04, be deemed for all purposes to evidence the number of full shares of Merger Stock into which the shares of Company Stock (which, prior to the Effective Time, were represented thereby) shall have been so converted. (d) Except as otherwise expressly provided herein, the Surviving Corporation shall pay all charges and expenses, including those of the Exchange Agent, in connection with the exchange of shares of Merger Stock for shares of Company Stock. Any Merger Stock deposited with the Exchange Agent that remains unclaimed by the former stockholders of the Company after six months following the Effective Time shall be delivered to the Surviving Corporation, upon demand, and any former stockholders of the Company who have not then complied with the instructions for exchanging their Certificates shall thereafter look only to the Surviving Corporation for the exchange of Certificates. (e) Effective upon the Closing Date, the stock transfer books of the Company shall be closed, and there shall be no further registration of transfers of shares of Company Stock thereafter on the records of the Company. (f) All Merger Stock issued upon conversion of shares of Company Stock in accordance with the terms hereof shall be deemed to have been issued in full satisfaction of all rights pertaining to such shares of Company Stock.

Exchange of Certificates. (a) Prior On or prior to the Closing Date, the Company Parent shall retain a bank or trust company reasonably acceptable to Acquiror select The Bank of New York, N.A. to act as exchange agent in the Merger (the "Exchange AgentEXCHANGE AGENT") in connection with the surrender of certificates evidencing shares of Company Stock converted into shares of Acquiror Common Stock pursuant to the Merger). Prior Immediately prior to the Effective Time, Acquiror Parent shall deposit with the Exchange Agent in trust (pending the Effective Time) for the benefit of the holders of Company Stock Certificates immediately available funds in an amount not less than the amount necessary to make the payments for the shares of Acquiror the Company Common Stock to be issued in the Merger, which shares contemplated by Section 1.5(a)(ii) (collectivelysuch amount, the "Merger StockEXCHANGE FUND") shall be deemed to be issued at the Effective Time. At and following the Effective Time, the Surviving Corporation shall deliver to the Exchange Agent such cash as may be required, from time to time, to make payments of cash in lieu of fractional shares in accordance with Section 1.06 hereof). (b) As soon as reasonably practicable after the Effective Time, the Exchange Agent shall will mail to each person who was, at the Effective Time, a holder record holders of record of a certificate or certificates that immediately prior to the Effective Time evidenced Outstanding Company Stock (collectively, the "Certificates"), other than the Company, Newco or any of their respective Subsidiaries, Certificates (i) a letter of transmittal in customary form and containing such provisions as Parent may reasonably specify (which shall specify including a provision confirming that delivery of the Company Stock Certificates shall be effectiveeffected, and risk of loss and title to the Company Stock Certificates shall pass, only upon delivery of the such Company Stock Certificates to the Exchange Agent and which shall be in such form and shall have such other provisions as Acquiror and Newco shall reasonably specify) Agent), and (ii) instructions for use in effecting the surrender of the Company Stock Certificates in exchange for certificates representing the Merger Stockaggregate Price Per Share relating thereto. Upon surrender of a Company Stock Certificate for cancellation to the Exchange AgentAgent for exchange, together with such a duly executed letter of transmittal duly executed and such other documents as may be reasonably required by the Exchange AgentAgent or Parent, (1) the holder of such Company Stock Certificate shall be entitled to receive from the Exchange Fund in exchange therefor certificates representing the shares of Merger Stock that such holder has the right to receive pursuant an amount in cash, without interest, equal to the terms hereof (together with any dividend or distribution with respect thereto made after the Effective Time to the extent provided in Section 1.05 hereof and any cash paid in lieu of fractional shares pursuant to Section 1.06)aggregate Price Per Share relating thereto, and (2) the Company Stock Certificate so surrendered shall be canceled. In the event of a transfer of ownership of Until surrendered as contemplated by this Section 1.7, each Company Stock that is not registered Certificate shall be deemed, from and after the Effective Time, to represent only the right to receive the aggregate Price Per Share relating thereto as contemplated by Section 1.5(a)(ii). If any Company Stock Certificate shall have been lost, stolen or destroyed, Parent may, in its discretion and as a condition precedent to the stock transfer records payment of the Companyaggregate Price Per Share relating thereto, require the owner of such lost, stolen or destroyed Company Stock Certificate to provide an appropriate affidavit and to deliver a certificate representing the proper number of shares of Merger Stock bond (in such sum as Parent may reasonably direct) as indemnity against any claim that may be issued to a transferee if the Certificate representing such Company Stock is presented to made against the Exchange Agent, accompanied by all documents Parent or the Surviving Corporation with respect to such Company Stock Certificate. (c) Any portion of the Exchange Fund that remains undistributed to holders of Company Stock Certificates as of the date 180 days after the date on which the Merger becomes effective shall be delivered to Parent upon demand, and any holders of Company Stock Certificates who have not theretofore surrendered their Company Stock Certificates in accordance with this Section 1.7 shall thereafter look only to Parent for satisfaction of their claims for the aggregate Price Per Share relating thereto. (d) Each of the Exchange Agent, Parent and the Surviving Corporation shall be entitled to deduct and withhold from any consideration payable or otherwise deliverable pursuant to this Agreement to any holder or former holder of Company Common Stock such amounts as may be required to evidence and effect be deducted or withheld therefrom under the Code or any provision of any Legal Requirement. To the extent such transfer and by evidence reasonably satisfactory amounts are so deducted or withheld, such amounts shall be treated for all purposes under this Agreement as having been paid to Acquiror and Newco that any applicable stock transfer tax has the Person to whom such amounts would otherwise have been paid. (ce) After the Effective Time, each outstanding Certificate which theretofore represented shares of Company Stock shall, until surrendered for exchange in accordance with this Section 1.04, be deemed for all purposes to evidence the number of full shares of Merger Stock into which the shares of Company Stock (which, prior to the Effective Time, were represented thereby) shall have been so converted. (d) Except as otherwise expressly provided herein, Neither Parent nor the Surviving Corporation shall pay all charges and expenses, including those be liable to any holder or former holder of Company Common Stock or to any other Person with respect to any portion of the Exchange Agent, in connection with the exchange of shares of Merger Stock for shares of Company Stock. Any Merger Stock deposited with the Exchange Agent that remains unclaimed by the former stockholders of the Company after six months following the Effective Time shall be Fund delivered to the Surviving Corporation, upon demand, and any former stockholders of the Company who have not then complied with the instructions for exchanging their Certificates shall thereafter look only Governmental Body pursuant to the Surviving Corporation for the exchange of Certificatesany applicable Legal Requirement. (e) Effective upon the Closing Date, the stock transfer books of the Company shall be closed, and there shall be no further registration of transfers of shares of Company Stock thereafter on the records of the Company. (f) All Merger Stock issued upon conversion of shares of Company Stock in accordance with the terms hereof shall be deemed to have been issued in full satisfaction of all rights pertaining to such shares of Company Stock.

Exchange of Certificates. (a) Prior to the Closing DateEffective Time, the Company Parent shall retain a appoint The Bank of New York or another bank or trust company that is reasonably acceptable satisfactory to Acquiror the Company to act as exchange paying agent (the "Exchange “Paying Agent"”) in connection with for the surrender payment of certificates evidencing shares of Company Stock converted into shares of Acquiror Common Stock pursuant to the MergerMerger Consideration. Prior to At the Effective Time, Acquiror Parent shall deposit with the Exchange Agent the shares of Acquiror Common Stock to be issued in the Mergerdeposit, which shares (collectively, the "Merger Stock") shall be deemed to be issued at the Effective Time. At and following the Effective Time, or cause the Surviving Corporation shall deliver to deposit, with the Exchange Agent such cash as may be requiredPaying Agent, from time to timefor the benefit of the holders of Certificates, to make payments of cash in lieu of fractional shares in accordance with an amount sufficient to pay the aggregate Merger Consideration required to be paid pursuant to Section 1.06 hereof2.01(c) (the “Exchange Fund”). (b) As soon as reasonably practicable after the Effective Time, Parent shall cause the Exchange Paying Agent shall to mail to each person who was, at the Effective Time, a holder of record of a certificate or certificates that immediately prior Certificate whose shares of Company Common Stock were converted into the right to receive the Effective Time evidenced Outstanding Company Stock (collectively, the "Certificates"), other than the Company, Newco or any of their respective Subsidiaries, Merger Consideration (i) a form of letter of transmittal (which shall specify that delivery of the Certificates shall be effectiveeffected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Exchange Paying Agent and which shall be in such customary form and shall have such other provisions as Acquiror and Newco shall reasonably specifycontain customary provisions) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for certificates representing the Merger StockConsideration. Upon Each holder of record of one or more Certificates shall, upon surrender of a Certificate for cancellation to the Exchange AgentPaying Agent of such Certificate or Certificates, together with such letter of transmittal transmittal, duly executed executed, and such other documents as may reasonably be required by the Exchange Paying Agent, the holder of such Certificate shall be entitled to receive in exchange therefor certificates representing the shares Merger Consideration for each share of Merger Company Common Stock that formerly represented by such holder has the right to receive pursuant to the terms hereof (together with any dividend Certificate or distribution with respect thereto made after the Effective Time to the extent provided in Section 1.05 hereof and any cash paid in lieu of fractional shares pursuant to Section 1.06)Certificates, and the Certificate Certificates so surrendered shall forthwith be canceled. In the event of a transfer of ownership of Company Common Stock that which is not registered in the stock transfer records of the Company, a certificate representing payment of the proper number of shares of Merger Stock Consideration in accordance with this Section 2.04(b) may be issued made to a transferee if person other than the person in whose name the Certificate representing so surrendered is registered if such Company Stock is presented Certificate shall be properly endorsed or otherwise be in proper form for transfer and the person requesting such payment shall pay any transfer or other Taxes required by reason of the payment of the Merger Consideration to a person other than the registered holder of such Certificate or establish to the Exchange Agentreasonable satisfaction of Parent that such Taxes have been paid or are not applicable. Until surrendered as contemplated by this Section 2.04(b), accompanied by all documents required each Certificate shall be deemed at any time after the Effective Time to evidence and effect represent only the right to receive upon such transfer and by evidence reasonably satisfactory to Acquiror and Newco that any applicable stock transfer tax has been paidsurrender the Merger Consideration. No interest shall be paid or accrued for the benefit of holders of the Certificates on the Merger Consideration payable in respect of the Certificates. (c) After The Merger Consideration paid upon the Effective Time, each outstanding Certificate which theretofore represented shares surrender of Company Stock shall, until surrendered for exchange Certificates in accordance with the terms of this Section 1.04, Article II shall be deemed for to have been paid in full satisfaction of all purposes rights pertaining to evidence the number of full shares of Merger Stock into which the shares of Company Common Stock (which, prior to formerly represented by such Certificates. At the Effective Time, were represented thereby) shall have been so converted. (d) Except as otherwise expressly provided herein, close of business on the Surviving Corporation shall pay all charges and expenses, including those of the Exchange Agent, in connection with the exchange of shares of Merger Stock for shares of Company Stock. Any Merger Stock deposited with the Exchange Agent that remains unclaimed by the former stockholders of the Company after six months following day on which the Effective Time shall be delivered to the Surviving Corporation, upon demand, and any former stockholders of the Company who have not then complied with the instructions for exchanging their Certificates shall thereafter look only to the Surviving Corporation for the exchange of Certificates. (e) Effective upon the Closing Dateoccurs, the stock share transfer books of the Company shall be closed, and there shall be no further registration of transfers on the share transfer books of the Surviving Corporation of the shares of Company Common Stock thereafter on that were outstanding immediately prior to the records Effective Time. If, after the Effective Time, any Certificate is presented to the Surviving Corporation for transfer, it shall be canceled against delivery of the Merger Consideration as provided in this Article II. (d) Any portion of the Exchange Fund that remains undistributed to the holders of the Certificates for six months after the Effective Time shall be delivered to Parent, upon demand, and any holders of the Certificates who have not theretofore complied with this Article II shall thereafter look only to Parent for, and Parent shall remain liable for, payment of their claim for the Merger Consideration in accordance with this Article II. (e) None of Parent, Merger Sub, the Company, the Surviving Corporation or the Paying Agent shall be liable to any person in respect of any cash or distributions from the Exchange Fund properly delivered to a public official pursuant to any applicable abandoned property, escheat or similar Law. If any Certificate shall not have been surrendered prior to four years after the Effective Time (or immediately prior to such earlier date on which any Merger Consideration would otherwise escheat to or become the property of any Governmental Entity), any such Merger Consideration shall, to the extent permitted by applicable Law, become the property of Parent, free and clear of all claims or interest of any person previously entitled thereto. (f) All Merger Stock issued upon conversion of shares of Company Stock The Paying Agent shall invest the cash included in accordance with the terms hereof Exchange Fund as directed by Parent. Any interest and other income resulting from such investments will be payable to the Surviving Corporation or Parent, as Parent directs. If for any reason (including losses) the cash in the Exchange Fund shall be deemed insufficient to fully satisfy all of the payment obligations to be made by the Paying Agent hereunder, Parent shall promptly deposit cash into the Exchange Fund in an amount which is equal to the deficiency in the amount of cash required to fully satisfy such cash payment obligations. (g) If any Certificate shall have been issued lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming such Certificate to be lost, stolen or destroyed and, if required by Parent, the posting by such person of a bond in full satisfaction of all rights pertaining such reasonable amount as Parent may direct as indemnity against any claim that may be made against it with respect to such shares Certificate, the Paying Agent shall deliver in exchange for such lost, stolen or destroyed Certificate the Merger Consideration payable pursuant to this Article II. (h) Parent, the Surviving Corporation or the Paying Agent shall be entitled to deduct and withhold from the consideration otherwise payable pursuant to this Agreement such amounts as Parent, the Surviving Corporation or the Paying Agent are required to deduct and withhold with respect to the making of Company Stocksuch payment under the Code, or any provision of state, local or foreign Tax Law. To the extent that amounts are so withheld and paid over to the appropriate Taxing Authority by Parent, the Surviving Corporation or the Paying Agent, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the holder of Certificates in respect of which such deduction and withholding was made by Parent, the Surviving Corporation or the Paying Agent.

Exchange of Certificates. (a) Prior to the Closing DateEffective Time, the Company shall retain select and appoint a commercial bank or trust company who shall be reasonably acceptable satisfactory to Acquiror Parent to act as exchange the paying agent (the "Exchange “Paying Agent"”) in connection with for the payment of the Merger Consideration upon surrender of certificates evidencing shares of Company Stock converted into shares of Acquiror Common Stock pursuant to the MergerCertificates. Prior At or prior to the Effective Time, Acquiror Parent shall deposit with the Exchange Paying Agent for the benefit of the holders of shares of Acquiror Company Common Stock immediately available funds in the amount of the aggregate Merger Consideration under Section 3.01(c) (such cash being hereinafter referred to as the “Exchange Fund”). The Paying Agent shall deliver the Merger Consideration contemplated to be issued in the Merger, which shares (collectively, the "Merger Stock"paid pursuant to Section 3.01(c) shall be deemed to be issued at the Effective Time. At and following the Effective Time, the Surviving Corporation shall deliver to out of the Exchange Agent such cash as may be required, from time to time, to make payments of cash in lieu of fractional shares in accordance with Section 1.06 hereofFund. (b) As soon as reasonably practicable after the Effective Time (but in no event more than three Business Days after the Effective Time), Parent shall instruct the Exchange Paying Agent shall to mail to each person who was, at the Effective Time, a holder of record of a certificate Certificate or certificates that immediately prior to the Effective Time evidenced Outstanding Company Stock (collectively, the "Certificates"), other than the Company, Newco or any of their respective Subsidiaries, Certificates (i) a letter of transmittal (which shall be in customary form and specify that delivery of the Certificates shall be effectiveeffected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Paying Agent and which shall be (or affidavit of loss in such form and shall have such other provisions as Acquiror and Newco shall reasonably specifylieu thereof in accordance with Section 3.08)) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for certificates representing the Merger StockConsideration. Upon surrender of a Certificate (or affidavit of loss in lieu thereof in accordance with Section 3.08) for cancellation to the Exchange AgentPaying Agent or to such other agent or agents as may be appointed by Parent, together with such letter of transmittal transmittal, duly executed executed, and such other documents as may reasonably be required by the Exchange Paying Agent, the holder of such Certificate shall be entitled to receive in exchange therefor certificates representing the Merger Consideration into which the shares of Merger Company Common Stock that theretofore represented by such holder has the right to receive pursuant to the terms hereof (together with any dividend or distribution with respect thereto made after the Effective Time to the extent provided in Section 1.05 hereof and any cash paid in lieu of fractional shares Certificate shall have been converted pursuant to Section 1.063.01(c), and the Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of Company Common Stock that which is not registered in the stock transfer records of the Company, a certificate representing the proper number of shares of Merger Stock payment may be issued made to a transferee if Person other than the Person in whose name the Certificate representing so surrendered is registered, if such Company Stock is presented Certificate shall be properly endorsed or otherwise be in proper form for transfer and the Person requesting such payment shall (A) pay any transfer or other Taxes required by reason of the payment to a Person other than the registered holder of such Certificate or (B) establish to the Exchange Agent, accompanied by all documents required to evidence and effect reasonable satisfaction of the Surviving Corporation that such transfer and by evidence reasonably satisfactory to Acquiror and Newco that any applicable stock transfer tax Tax has been paid. (c) After the Effective Time, each outstanding Certificate which theretofore represented shares of Company Stock shallpaid or is otherwise not applicable. Except as otherwise provided with respect to unpaid dividends and other distributions in Section 3.04, until surrendered for exchange in accordance with as contemplated by this Section 1.043.03, each Certificate (other than Certificates representing Dissenting Shares) shall be deemed for all purposes to evidence the number of full shares of Merger Stock into which the shares of Company Stock (which, prior to the Effective Time, were represented thereby) shall have been so converted. (d) Except as otherwise expressly provided herein, the Surviving Corporation shall pay all charges and expenses, including those of the Exchange Agent, in connection with the exchange of shares of Merger Stock for shares of Company Stock. Any Merger Stock deposited with the Exchange Agent that remains unclaimed by the former stockholders of the Company at any time after six months following the Effective Time to represent only the right to receive upon such surrender the Merger Consideration, without interest, as provided in this Agreement. No interest shall be delivered to the Surviving Corporation, upon demand, and paid or shall accrue on any former stockholders of the Company who have not then complied with the instructions for exchanging their Certificates shall thereafter look only to the Surviving Corporation for the exchange of Certificates. (e) Effective Merger Consideration payable upon the Closing Date, the stock transfer books surrender of the Company shall be closed, and there shall be no further registration of transfers of shares of Company Stock thereafter on the records of the Companyany Certificate. (f) All Merger Stock issued upon conversion of shares of Company Stock in accordance with the terms hereof shall be deemed to have been issued in full satisfaction of all rights pertaining to such shares of Company Stock.

Exchange of Certificates. (a) Prior to the Closing DateEffective Time, the Company shall retain a bank or trust company reasonably acceptable to Acquiror the Company shall be designated by Parent (the "Paying Agent") to act as exchange agent (the "Exchange Agent") in connection with the surrender Merger to receive and pay the Merger Consideration to which holders of certificates evidencing shares of Company Stock converted into shares of Acquiror Common Stock Shares shall become entitled pursuant to the MergerSection 2.7(a). Prior to the Effective Time, Acquiror shall deposit with the Exchange Agent the shares of Acquiror Common Stock to be issued in the Merger, which shares (collectively, the "Merger Stock") shall be deemed to be issued at the Effective Time. At and following Promptly after the Effective Time, the Surviving Corporation shall deliver cause to the Exchange Agent such cash be mailed to each record holder, as may be required, from time to time, to make payments of cash in lieu of fractional shares in accordance with Section 1.06 hereof. (b) As soon as practicable after the Effective Time, the Exchange Agent shall mail to each person who was, at the Effective Time, a holder of record of a certificate or certificates that immediately (the "Certificates") that, prior to the Effective Time evidenced Outstanding Company Stock (collectivelyTime, the "Certificates")represented Shares, other than the Company, Newco or any a form of their respective Subsidiaries, (i) a letter of transmittal (which shall specify that delivery of the Certificates shall be effective, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Agent and which shall be in such form and shall have such other provisions as Acquiror and Newco shall reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for certificates representing the appropriate Merger StockConsideration therefor. Upon Subject to Section 3.2(c), upon the surrender of a each such Certificate for cancellation to the Exchange Agentformerly representing Shares, together with such letter of transmittal transmittal, duly completed and validly executed and such other documents as may be required by in accordance with the Exchange Agentinstructions thereto, the Paying Agent shall deliver to the holder of such Certificate shall be entitled to receive the Merger Consideration multiplied by the number of Shares formerly represented by such Certificate in exchange therefor certificates therefor, and such Certificate shall forthwith be canceled. Until so surrendered and exchanged, each such Certificate (other than Certificates representing Dissenting Shares or Shares held by Parent, Acquisition or the shares of Merger Stock that such holder has Company, or any direct or indirect subsidiary thereof) shall represent solely the right to receive pursuant the appropriate Merger Consideration. No interest shall be paid or accrue on the Merger Consideration. If the Merger Consideration (or any portion thereof) is to be delivered to any person other than the terms hereof (together with any dividend or distribution with respect thereto made after person in whose name the Effective Time Certificate formerly representing Shares surrendered in exchange therefor is registered, it shall be a condition to the extent provided in Section 1.05 hereof and any cash paid in lieu of fractional shares pursuant to Section 1.06), and such exchange that the Certificate so surrendered shall be canceled. In properly endorsed or otherwise be in proper form for transfer and that the event of a person requesting such exchange shall pay to the Paying Agent any transfer of ownership of Company Stock that is not registered in the stock transfer records or other taxes required by reason of the Company, a certificate representing payment of the proper number of shares of Merger Stock may be issued Consideration to a transferee if person other than the registered holder of the Certificate representing such Company Stock is presented surrendered, or shall establish to the Exchange Agent, accompanied by all documents required to evidence and effect satisfaction of the Paying Agent that such transfer and by evidence reasonably satisfactory to Acquiror and Newco that any applicable stock transfer tax has been paidpaid or is not applicable. (b) When and as needed, Parent or Acquisition shall deposit, or cause to be deposited, in trust with the Paying Agent the appropriate Merger Consideration to which holders of Shares shall be entitled at the Effective Time pursuant to Section 2.7(a) of this Agreement. The funds held by the Paying Agent pursuant to this Section 3.2 shall not be used for any purpose other than the payment of the Merger Consideration pursuant to this Agreement. (c) Promptly following the date which is six months after the Effective Time, Parent will cause the Paying Agent to deliver to the Surviving Corporation all cash and documents in its possession relating to the transactions described in this Agreement, and the Paying Agent's duties shall terminate. Thereafter, each holder of a Certificate formerly representing a Share may surrender such Certificate to the Surviving Corporation and (subject to applicable abandoned property, escheat and similar laws) receive in exchange therefor the appropriate Merger Consideration, without any interest thereon. (d) After the Effective Time, each outstanding Certificate which theretofore represented shares of Company Stock shall, until surrendered for exchange in accordance with this Section 1.04, be deemed for all purposes to evidence the number of full shares of Merger Stock into which the shares of Company Stock (which, prior to the Effective Time, were represented thereby) shall have been so converted. (d) Except as otherwise expressly provided herein, the Surviving Corporation shall pay all charges and expenses, including those of the Exchange Agent, in connection with the exchange of shares of Merger Stock for shares of Company Stock. Any Merger Stock deposited with the Exchange Agent that remains unclaimed by the former stockholders of the Company after six months following the Effective Time there shall be delivered to the Surviving Corporation, upon demand, and any former stockholders of the Company who have not then complied with the instructions for exchanging their Certificates shall thereafter look only to the Surviving Corporation for the exchange of Certificates. (e) Effective upon the Closing Date, no transfers on the stock transfer books of the Company Surviving Corporation of any Shares. If, after the Effective Time, Certificates formerly representing Shares are presented to the Surviving Corporation or the Paying Agent, such Certificates shall be closedcanceled and exchanged for the Merger Consideration, and there shall be no further registration as provided in this Article III, subject to applicable law in the case of transfers of shares of Company Stock thereafter on the records of the CompanyDissenting Shares. (f) All Merger Stock issued upon conversion of shares of Company Stock in accordance with the terms hereof shall be deemed to have been issued in full satisfaction of all rights pertaining to such shares of Company Stock.

Exchange of Certificates. (a) Prior to the Closing Mailing Date, the Company Parent shall retain appoint a commercial bank or trust company reasonably acceptable to Acquiror the Company to act as exchange agent (the "“Exchange Agent"”) for the purpose of exchanging Certificates and Book-Entry Shares for the Merger Consideration. Parent shall pay all costs, fees, and expenses incurred in connection with the surrender retention and engagement of certificates evidencing shares of Company Stock converted the Exchange Agent. In connection with the foregoing, Parent and Merger Sub shall enter into shares of Acquiror Common Stock pursuant to the Merger. Prior to the Effective Time, Acquiror shall deposit an exchange agent and nominee agreement with the Exchange Agent Agent, in a form reasonably acceptable to the shares of Acquiror Common Stock Company, setting forth the procedures to be issued used in accomplishing the Merger, which shares (collectively, the "Merger Stock") shall be deemed to be issued at the Effective Time. At deliveries and following the Effective Time, the Surviving Corporation shall deliver to the Exchange Agent such cash as may be required, from time to time, to make payments of cash in lieu of fractional shares in accordance with other actions contemplated by this Section 1.06 hereof2.03. (b) As soon as reasonably practicable after the Effective Time, the Exchange Agent Parent shall mail cause to be mailed to each person who wasrecord holder, at as of the Effective Time, a of Certificates or Book-Entry Shares (other than any holder which has previously and properly surrendered all of record of a certificate or certificates that immediately prior its Certificate(s) to the Effective Time evidenced Outstanding Company Stock Exchange Agent in accordance with this Section 2.03) (collectivelyeach, the "Certificates"an “Electing Shareholder”), other than the Company, Newco or any a form of their respective Subsidiaries, (i) a letter of transmittal (which shall be in customary form and shall specify that delivery of the Certificates shall be effectiveeffected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Exchange Agent and which shall be or, in such form and shall have such other provisions as Acquiror and Newco shall reasonably specifythe case of Book-Entry Shares, upon adherence to the procedures set forth in the letter of transmittal) and (ii) instructions for use in effecting the surrender of the Certificates or, in the case of Book-Entry Shares, the surrender of such Shares in exchange for certificates representing the Merger Consideration. (c) Immediately prior to the Effective Time, Parent shall (1) issue and deposit or cause to be deposited with the Exchange Agent to be held in trust for the holders of Company Common Stock, evidence of shares in book-entry form in compliance with the Parent’s certificate of incorporation and all applicable Laws, representing Parent Shares issuable pursuant to Section 2.01 in exchange for outstanding Company Common Stock, and to make any dividends or other distributions pursuant to Section 2.03(g), in each case, to be paid in respect of the Certificates and the Book-Entry Shares by holders thereof who have properly delivered to the Exchange Agent their Company Common Stock. Upon Any cash and Parent Shares deposited with the Exchange Agent shall hereinafter be referred to as the “Exchange Fund.” The Exchange Agent shall, subject to the terms of the exchange agent and nominee agreement entered into with Parent, deliver the Merger Consideration contemplated to be issued pursuant to Section 2.01 and Section 2.02 out of the Exchange Fund. Until used for that purpose, the cash portion of the Exchange Fund shall be invested by the Exchange Agent in short-term obligations of or guaranteed by the United States of America or short-term obligations of an agency of the United States of America which are backed by the full faith and credit of the United States of America, in commercial paper obligations rated A-1 or P-1 or better by ▇▇▇▇▇’▇ Investors Services Inc. or Standard & Poor’s Corporation, or in deposit accounts, short-term certificates of deposit or banker’s acceptances of, repurchase or reverse repurchase agreements with commercial banks which have capital, surplus and undivided profits aggregating more than $10 billion (based on the most recent financial statements of the banks which are then publicly available at the SEC or otherwise); provided, that no such investment or losses thereon shall affect the Merger Consideration payable to former holders of Company Common Stock entitled to receive such consideration or cash in lieu of fractional interests, and Parent shall promptly provide, or shall cause the Surviving Corporation to promptly provide, additional cash funds to the Exchange Agent for the benefit of the former holders of Company Common Stock in the amount of any such losses. The Exchange Fund shall not be used for any purpose other than the foregoing. (d) Each holder of Shares that have been converted into a right to receive the Merger Consideration, upon surrender of a Certificate for cancellation or Book-Entry Share to the Exchange Agent, Agent together with such the letter of transmittal transmittal, duly executed and completed in accordance with the instructions thereto, and such other documents as may reasonably be required by the Exchange Agent, the holder of such Certificate shall will be entitled to receive in exchange therefor certificates representing (A) one or more Parent Shares which shall be in uncertificated book-entry form and which shall represent, in the shares aggregate, the whole number of Merger Stock Parent Shares that such holder has the right to receive pursuant to Section 2.01 (after taking into account all Shares then held by such holder) and (B) a check in the terms hereof (together with amount equal to any dividend or distribution with respect thereto made after cash that such holder has the Effective Time right to the extent provided receive in lieu of any fractional Shares pursuant to Section 1.05 hereof 2.02 and any dividends and other distributions pursuant to Section 2.03(g), in each case, less any required withholding taxes. The Merger Consideration shall be paid as promptly as reasonably practicable after receipt by the Exchange Agent of the Certificate or Book-Entry Share and letter of transmittal in accordance with the foregoing. No interest shall be paid or accrued on any Merger Consideration, cash paid in lieu of fractional shares pursuant in accordance with Section 2.02 hereof or on any unpaid dividends and distributions payable to Section 1.06)holders of Certificates or Book-Entry Shares. Until so surrendered, each such Certificate and Book-Entry Share shall, from and after the Certificate so surrendered Effective Time, represent for all purposes only the right to receive the Merger Consideration, the issuance or payment of which (including any cash in lieu of fractional shares) shall be canceleddeemed to be the satisfaction in full of all rights pertaining to Shares converted in the Merger. (e) If any cash payment is to be made to a Person other than the Person in whose name the applicable surrendered Certificate or Book-Entry Share is registered, it shall be a condition of such payment that the Person requesting such payment shall pay any transfer or other similar Taxes required by reason of the making of such cash payment to a Person other than the registered holder of the surrendered Certificate or Book-Entry Share or shall establish to the reasonable satisfaction of the Exchange Agent that such Tax has been paid or is not payable. If any portion of the Merger Consideration is to be registered in the name of a Person other than the Person in whose name the applicable surrendered Certificate or Book-Entry Share is registered, it shall be a condition to the registration thereof that the surrendered Certificate or Book-Entry Share shall be properly endorsed or otherwise be in proper form for transfer and that the Person requesting such delivery of the Merger Consideration shall pay to the Exchange Agent any transfer or other similar Taxes required as a result of such registration in the name of a Person other than the registered holder of such Certificate or Book-Entry Share or establish to the reasonable satisfaction of the Exchange Agent that such Tax has been paid or is not payable. (f) At the Effective Time, the stock transfer books of the Company shall be closed and there shall be no further registration of transfers of Shares thereafter. If, after the Effective Time, any Certificates or Book-Entry Shares representing such shares are presented for transfer to the Exchange Agent, each such share shall be cancelled and exchanged for the Merger Consideration provided for in this Article II in accordance with the terms hereof. In the event of a transfer of ownership of Company Stock any Share prior to the Effective Time that is has not been registered in the stock transfer records of the Company, a certificate representing the proper number Merger Consideration payable in respect of shares such Share shall be paid to the transferee of Merger Stock may be issued to a transferee such share if the Certificate representing or Book-Entry Share that previously represented such Company Stock share is presented to the Exchange Agent, Agent accompanied by all documents required to evidence and effect such transfer and by to evidence reasonably satisfactory to Acquiror and Newco that any applicable stock transfer tax has Taxes have been paid. (c) After . From and after the Effective Time, each the holders of Certificates and Book-Entry Shares representing Shares outstanding Certificate which theretofore represented shares of Company Stock shall, until surrendered for exchange in accordance with this Section 1.04, be deemed for all purposes to evidence the number of full shares of Merger Stock into which the shares of Company Stock (which, immediately prior to the Effective Time, were represented thereby) Time shall cease to have been so convertedany rights with respect to such Shares except as otherwise provided in this Agreement or by applicable Law. (dg) Except No dividends or other distributions with respect to Parent Shares issued in the Merger shall be paid to the holder of any unsurrendered Certificates or Book-Entry Shares until such Certificates or Book-Entry Shares are surrendered as otherwise expressly provided hereinin this Section 2.03. Following such surrender, subject to the Surviving Corporation effect of escheat, Tax or other applicable Law, there shall pay all charges and expensesbe paid, including those without interest, to the record holder of the Exchange AgentParent Shares, if any, issued in connection exchange therefor (i) at the time of such surrender, all dividends and other distributions payable in respect of any such Parent Shares with the exchange of shares of Merger Stock for shares of Company Stock. Any Merger Stock deposited with the Exchange Agent that remains unclaimed by the former stockholders of the Company a record date after six months following the Effective Time and a payment date on or prior to the date of such surrender and not previously paid and (ii) at the appropriate payment date, the dividends or other distributions payable with respect to such Parent Shares with a record date after the Effective Time but with a payment date subsequent to such surrender. For purposes of dividends or other distributions in respect of Parent Shares, all Parent Shares to be issued pursuant to the Merger shall be delivered entitled to dividends pursuant to the Surviving Corporation, upon demand, immediately preceding sentence as if issued and any former stockholders outstanding as of the Company who have not then complied with the instructions for exchanging their Certificates shall thereafter look only to the Surviving Corporation for the exchange of CertificatesEffective Time. (e) Effective upon the Closing Date, the stock transfer books of the Company shall be closed, and there shall be no further registration of transfers of shares of Company Stock thereafter on the records of the Company. (f) All Merger Stock issued upon conversion of shares of Company Stock in accordance with the terms hereof shall be deemed to have been issued in full satisfaction of all rights pertaining to such shares of Company Stock.

Exchange of Certificates. (a) Prior to the Closing DateEffective Time, the Company CALIPSO shall retain a bank enter into an agreement with, and shall deposit with, _________________________ or trust company reasonably acceptable such other agent or agents as may be satisfactory to Acquiror to act as exchange agent CALIPSO and KFI (the "Exchange Agent") in connection with ), for the surrender benefit of certificates evidencing shares the holders of Company Stock converted into shares of Acquiror Common Stock pursuant to the Merger. Prior to the Effective TimeKFI Shares, Acquiror shall deposit with for exchange through the Exchange Agent in accordance with this Article I: (i) certificates representing the shares appropriate number of Acquiror Common Stock CALIPSO Shares to be issued to holders of KFI Shares issuable pursuant to Section 1.6 in the Merger, which shares (collectively, the "Merger Stock") shall be deemed to be issued at the Effective Time. At and following the Effective Time, the Surviving Corporation shall deliver to the Exchange Agent such cash as may be required, from time to time, to make payments of cash in lieu of fractional shares in accordance with Section 1.06 hereofexchange for outstanding KFI Shares. (b) As soon as reasonably practicable after the Effective Time, the Exchange Agent shall mail to each person who was, at the Effective Time, a holder of record of a certificate or certificates that which immediately prior to the Effective Time evidenced Outstanding Company Stock represented outstanding KFI Shares (collectively, the "Certificates"), other than ) whose shares were converted into the Company, Newco or any of their respective Subsidiaries, right to receive CALIPSO Shares pursuant to Section 1.6: (i) a letter of transmittal (which shall specify that delivery of the Certificates shall be effectiveeffected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Agent and which shall be in such form and shall have such other provisions as Acquiror KFI and Newco shall CALIPSO may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for certificates representing the Merger StockCALIPSO Shares. Upon surrender of a Certificate for cancellation to the Exchange Agent, together with such letter of transmittal transmittal, duly executed executed, and such any other documents as may be required by the Exchange Agentdocuments, the holder of such Certificate shall be entitled to receive in exchange therefor certificates therefore a certificate representing the shares that number of Merger Stock that whole CALIPSO Shares, which such holder has the right to receive pursuant to the terms hereof (together with any dividend or distribution with respect thereto made after the Effective Time to the extent provided in Section 1.05 hereof and any cash paid in lieu provisions of fractional shares pursuant to Section 1.06)this Article I, and the Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of Company Stock that is KFI Shares which are not registered in the stock transfer records of the CompanyKFI, a certificate representing the proper number of shares of Merger Stock CALIPSO Shares may be issued to a transferee if the Certificate representing such Company Stock KFI Shares is presented to the Exchange Agent, Agent accompanied by all documents required by the Exchange Agent or CALIPSO to evidence and effect such transfer and by evidence reasonably satisfactory to Acquiror and Newco that any applicable stock transfer tax has or other taxes have been paid. Until surrendered as contemplated by this Section 1.7, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the certificate representing CALIPSO Shares as contemplated by this Section 1.7. (c) After No dividends or other distributions declared or made after the Effective Time, each outstanding Certificate which theretofore represented shares of Company Stock shall, until surrendered for exchange in accordance Time with this Section 1.04, respect to CALIPSO Shares with a record date after the Effective Time shall be deemed for all purposes to evidence the number of full shares of Merger Stock into which the shares of Company Stock (which, prior paid to the Effective Time, were holder of any unsurrendered Certificate with respect to the CALIPSO Shares represented thereby) thereby until the holder of record of such Certificate shall have been so convertedsurrender such Certificate. (d) Except as otherwise expressly provided hereinIn the event that any Certificate for KFI Shares or CALIPSO Shares shall have been lost, stolen or destroyed, the Surviving Corporation Exchange Agent shall pay all charges issue in exchange therefore, upon the making of an affidavit of that fact by the holder thereof such CALIPSO Shares and expensescash in lieu of fractional CALIPSO Shares, including those of if any, as may be required pursuant to this Agreement; provided, however, that CALIPSO or the Exchange Agent, may, in connection with its respective discretion, require the exchange delivery of shares of Merger Stock for shares of Company Stock. Any Merger Stock deposited with the Exchange Agent that remains unclaimed by the former stockholders of the Company after six months following the Effective Time shall be delivered to the Surviving Corporationa suitable bond, upon demand, and any former stockholders of the Company who have not then complied with the instructions for exchanging their Certificates shall thereafter look only to the Surviving Corporation for the exchange of Certificatesopinion or indemnity. (e) Effective All CALIPSO Shares issued upon the Closing Date, the stock transfer books surrender for exchange of the Company shall be closed, and there shall be no further registration of transfers of shares of Company Stock thereafter on the records of the Company. (f) All Merger Stock issued upon conversion of shares of Company Stock KFI Shares in accordance with the terms hereof shall be deemed to have been issued in full satisfaction of all rights pertaining to such shares KFI Shares. There shall be no further registration of Company Stocktransfers on the stock transfer books of KFI of the KFI Shares which were outstanding immediately prior to the Effective Time. If, after the Effective Time, Certificates of KFI are presented to CALIPSO for any reason, they shall be canceled and exchanged as provided in this Article I. (f) No fractional CALIPSO Shares shall be issued in the Merger, but in lieu thereof each holder of KFI Shares otherwise entitled to a fractional CALIPSO Share shall, upon surrender of its, his or her Certificate or Certificates, be entitled to receive an additional share to round up to the nearest round number of shares.

Exchange of Certificates. (a) Prior As of the Effective Time, Parent shall make available to the Closing Date, the American Stock Transfer & Trust Company shall retain a bank or trust company reasonably acceptable to Acquiror to act as exchange agent (the "Exchange Agent"), for the benefit of the holders of Shares, for exchange in accordance with this Article 1, through the Exchange Agent: (i) in connection with certificates representing the surrender appropriate number of certificates evidencing shares of Company Stock converted into shares of Acquiror Parent Common Stock issuable pursuant to the Merger. Prior to the Effective Time, Acquiror shall deposit with the Exchange Agent the shares of Acquiror Common Stock Section 1.8 in exchange for outstanding Shares and (ii) cash to be issued in the Merger, which shares (collectively, the "Merger Stock") shall be deemed to be issued at the Effective Time. At and following the Effective Time, the Surviving Corporation shall deliver to the Exchange Agent such cash as may be required, from time to time, to make payments of cash paid in lieu of fractional shares in accordance with of Parent Common Stock pursuant to Section 1.06 hereof1.9(f) (such shares of Parent Common Stock and such cash are hereinafter referred to as the "Exchange Fund"). (b) As soon as reasonably practicable after the Effective Time, the Exchange Agent shall mail to each person who was, at the Effective Time, a holder of record of a certificate or certificates that which immediately prior to the Effective Time evidenced Outstanding Company Stock represented outstanding Shares (collectively, the "Certificates"), other than ) whose Shares were converted into the Company, Newco or any right to receive shares of their respective Subsidiaries, Parent Common Stock pursuant to Section 1.8: (i) a letter of transmittal (which shall specify that delivery of the Certificates shall be effectiveeffected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Agent and which shall be in such form and shall have such other provisions as Acquiror Parent and Newco shall the Company may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for certificates representing the Merger shares of Parent Common Stock. Upon surrender of a Certificate for cancellation to the Exchange AgentAgent or to such other agent or agents as may be appointed by Parent and Acquisition, together with such letter of transmittal transmittal, duly executed and such other documents as may be required by the Exchange Agentexecuted, the holder of such Certificate shall be entitled to receive in exchange therefor certificates a certificate representing that number of whole shares of Parent Common Stock and, if applicable, a check representing the shares cash consideration to which such holder may be entitled pursuant to Section 1.9(f) on account of Merger Stock that a fractional share of Parent Common Stock, which such holder has the right to receive pursuant to the terms hereof (together with any dividend or distribution with respect thereto made after the Effective Time to the extent provided in Section 1.05 hereof and any cash paid in lieu provisions of fractional shares pursuant to Section 1.06)this Article 1, and the Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of Company Stock that Shares which is not registered in the stock transfer records of the Company, a certificate representing the proper number of shares of Merger Parent Common Stock may be issued to a transferee if the Certificate representing such Company Stock Shares is presented to the Exchange Agent, accompanied by all documents required to evidence and effect such transfer and by evidence reasonably satisfactory to Acquiror and Newco that any applicable stock transfer tax has taxes have been paid. (c) After the Effective Time. Until surrendered as contemplated by this Section 1.9, each outstanding Certificate which theretofore represented shares of Company Stock shall, until surrendered for exchange in accordance with this Section 1.04, shall be deemed for all purposes to evidence the number of full shares of Merger Stock into which the shares of Company Stock (which, prior to the Effective Time, were represented thereby) shall have been so converted. (d) Except as otherwise expressly provided herein, the Surviving Corporation shall pay all charges and expenses, including those of the Exchange Agent, in connection with the exchange of shares of Merger Stock for shares of Company Stock. Any Merger Stock deposited with the Exchange Agent that remains unclaimed by the former stockholders of the Company at any time after six months following the Effective Time shall be delivered to represent only the Surviving Corporation, right to receive upon demand, and any former stockholders of such surrender the Company who have not then complied with the instructions for exchanging their Certificates shall thereafter look only to the Surviving Corporation for the exchange of Certificates. (e) Effective upon the Closing Date, the stock transfer books of the Company shall be closed, and there shall be no further registration of transfers of certificate representing shares of Company Parent Common Stock thereafter on the records and cash in lieu of the Company. (f) All Merger Stock issued upon conversion of any fractional shares of Company Parent Common Stock in accordance with the terms hereof shall be deemed to have been issued in full satisfaction of all rights pertaining to such shares of Company Stockas contemplated by this Section 1.

Exchange of Certificates. (a) Prior to the Closing Date, the Company Parent shall retain a select The Bank of New York, Parent’s transfer agent or another bank or trust company reasonably acceptable satisfactory to Acquiror the Company to act as exchange agent in the Merger (the "“Exchange Agent"”) in connection and shall enter into an agreement reasonably acceptable to the Company with the surrender of certificates evidencing shares of Company Stock converted into shares of Acquiror Common Stock pursuant Exchange Agent relating to the Mergerservices to be performed by the Exchange Agent. Prior to At or promptly after the Effective Time, Acquiror Parent shall deposit cause to be deposited with the Exchange Agent Agent: (i) certificates representing the shares of Acquiror Parent Common Stock issuable pursuant to be issued in the Merger, which shares Section 1.5; and (collectively, the "Merger Stock"ii) shall be deemed to be issued at the Effective Time. At and following the Effective Time, the Surviving Corporation shall deliver to the Exchange Agent such cash as may be required, from time to time, sufficient to make payments of cash in lieu of fractional shares in accordance with Section 1.06 hereof1.5(d). The shares of Parent Common Stock and cash amounts so deposited with the Exchange Agent, together with any dividends or distributions received by the Exchange Agent with respect to such shares of Parent Common Stock, are referred to collectively as the “Exchange Fund.” (b) As soon as practicable Promptly after the Effective Time, Parent shall cause the Exchange Agent shall to mail to each person the Persons who was, at the Effective Time, a holder were record holders of record of a certificate Company Stock Certificates or certificates that Book Entry Shares immediately prior to the Effective Time evidenced Outstanding Company Stock (collectively, the "Certificates"), other than the Company, Newco or any of their respective Subsidiaries, Time: (i) a letter of transmittal in customary form and containing such provisions as Parent may reasonably specify and the Company shall reasonably approve prior to the Effective Time (which shall specify including a provision confirming that delivery of the Company Stock Certificates or Book Entry Shares shall be effectiveeffected, and risk of loss and title to the Company Stock Certificates or Book Entry Shares shall pass, only upon delivery of the such Company Stock Certificates or Book Entry Shares to the Exchange Agent and which shall be in such form and shall have such other provisions as Acquiror and Newco shall reasonably specify) Agent); and (ii) instructions for use in effecting the surrender of the Company Stock Certificates or Book Entry Shares in exchange for certificates representing the Merger Parent Common Stock, cash in lieu of any fractional shares pursuant to Section 1.5(d) and any dividends or other distributions pursuant to Section 1.7(c). Upon surrender of a Company Stock Certificate for cancellation or Book Entry Shares to the Exchange AgentAgent for exchange, together with such a duly executed letter of transmittal duly executed and such other documents as may be reasonably required by the Exchange Agent, Agent or Parent: (A) the holder of such Company Stock Certificate or Book Entry Shares shall be entitled to receive in exchange therefor certificates a certificate representing the number of whole shares of Merger Parent Common Stock that such holder has the right to receive pursuant to the terms hereof (together with any dividend or distribution with respect thereto made after the Effective Time to the extent provided in provisions of Section 1.05 hereof and any 1.5, cash paid in lieu of any fractional shares share of Parent Common Stock pursuant to Section 1.061.5(d) and any dividends or other distributions pursuant to Section 1.7(c), ; and (B) the Company Stock Certificate or Book Entry Shares so surrendered shall be canceled. In the event of a transfer of ownership of Until surrendered as contemplated by this Section 1.7(b), each Company Stock that is not registered Certificate or Book Entry Shares shall be deemed, from and after the Effective Time, to represent only the right to receive shares of Parent Common Stock as contemplated by Section 1.5 (and cash in lieu of any fractional share of Parent Common Stock pursuant to Section 1.5(d) and any dividends or other distributions pursuant to Section 1.7(c)). If any Company Stock Certificate shall have been lost, stolen or destroyed, Parent may, in its reasonable discretion and as a condition to the stock transfer records issuance of the Company, a any certificate representing Parent Common Stock, require the proper number owner of shares of Merger such lost, stolen or destroyed Company Stock Certificate to provide an appropriate affidavit and to deliver a bond (in such sum as Parent and the Company reasonably agree to direct) as indemnity against any claim that may be issued to a transferee if the Certificate representing such Company Stock is presented to made against the Exchange Agent, accompanied by all documents required Parent or the Surviving Corporation with respect to evidence and effect such transfer and by evidence reasonably satisfactory to Acquiror and Newco that any applicable stock transfer tax has been paidCompany Stock Certificate. (c) After No dividends or other distributions declared or made with respect to Parent Common Stock with a record date after the Effective Time, each outstanding Time shall be paid or otherwise delivered to the holder of any unsurrendered Company Stock Certificate which theretofore represented or Book Entry Shares with respect to the shares of Parent Common Stock that such holder has the right to receive in the Merger until such holder surrenders such Company Stock shall, until surrendered for exchange Certificate or Book Entry Shares in accordance with this Section 1.041.7 (at which time such holder shall be entitled, be deemed for all purposes to evidence the number of full shares of Merger Stock into which the shares of Company Stock (which, prior subject to the Effective Timeeffect of applicable abandoned property, were represented thereby) shall have been so convertedescheat or similar laws, to receive all such dividends and distributions, without interest). (d) Except Any portion of the Exchange Fund that remains undistributed to holders of Company Stock Certificates or Book Entry Shares as otherwise expressly provided hereinof the date that is one year after the date on which the Merger becomes effective shall be delivered to Parent upon demand, the Surviving Corporation and any holders of Company Stock Certificates or Book Entry Shares who have not theretofore surrendered their Company Stock Certificates or Book Entry Shares in accordance with this Section 1.7 shall pay all charges thereafter look only to Parent for, and expensesbe entitled to receive from Parent, including those satisfaction of their claims for Parent Common Stock, cash in lieu of fractional shares of Parent Common Stock and any dividends or distributions with respect to shares of Parent Common Stock. (e) Each of the Exchange Agent, in connection with Parent and the exchange of shares of Merger Stock for shares Surviving Corporation shall be entitled to deduct and withhold from any consideration payable or otherwise deliverable pursuant to this Agreement to any holder or former holder of Company StockCommon Stock such amounts as may be required to be deducted or withheld from such consideration under the Code or any provision of state, local or foreign Tax law or under any other applicable Legal Requirement. Any Merger Stock deposited with To the extent such amounts are so deducted or withheld and timely paid over to the appropriate Governmental Body, (i) such amounts shall be treated for all purposes under this Agreement as having been paid to the Person to whom such amounts would otherwise have been paid, and (ii) Parent, the Exchange Agent that remains unclaimed by the former stockholders of the Company after six months following the Effective Time shall be delivered to or the Surviving Corporation, upon demandas the case may be, and any former stockholders of shall promptly deliver the Company who have not then complied with the instructions for exchanging their Certificates shall thereafter look only amounts so deducted or withheld to the Surviving Corporation for the exchange of Certificates. (e) Effective upon the Closing Date, the stock transfer books of the Company shall be closed, and there shall be no further registration of transfers of shares of Company Stock thereafter on the records of the Companyapplicable taxing or other authority. (f) All Merger Neither Parent nor the Surviving Corporation shall be liable to any holder or former holder of Company Common Stock issued upon conversion of or to any other Person with respect to any shares of Company Parent Common Stock in accordance (or dividends or distributions with the terms hereof shall be deemed respect thereto), or for any cash amounts, delivered to have been issued in full satisfaction of all rights pertaining any public official pursuant to such shares of Company Stockany applicable abandoned property law, escheat law or other similar Legal Requirement.

Exchange of Certificates. (a) Prior to the Closing DateEffective Time, the Company Parent shall retain designate a bank or trust company reasonably acceptable to Acquiror MGI to act as exchange paying agent in the Merger (the "Exchange Paying Agent") in connection with the surrender of certificates evidencing shares of Company Stock converted into shares of Acquiror Common Stock pursuant ), and, from time to the Merger. Prior time on, prior to or after the Effective Time, Acquiror Parent shall deposit with the Exchange Agent the shares of Acquiror Common Stock to be issued in the Mergermake available, which shares (collectively, the "Merger Stock") shall be deemed to be issued at the Effective Time. At and following the Effective Time, or cause the Surviving Corporation shall deliver to make available, to the Exchange Paying Agent such cash as may funds in amounts and at the times necessary for the payment of the Merger Consideration upon surrender of certificates representing MGI Shares (it being understood that any and all interest earned on funds made available to the Paying Agent pursuant to this Agreement shall be required, from time turned over to time, to make payments of cash in lieu of fractional shares in accordance with Section 1.06 hereofParent). (b) As soon as reasonably practicable after the Effective Time, the Exchange Paying Agent shall mail to each person who was, at the Effective Time, a holder of record of a certificate or certificates that which immediately prior to the Effective Time evidenced Outstanding Company Stock represented MGI Shares (collectively, the "Certificates"), other than the Company, Newco or any of their respective Subsidiaries, (i) a letter of transmittal (which shall specify that delivery of the Certificates shall be effectiveeffected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Paying Agent and which shall be in such a form and shall have such other provisions as Acquiror and Newco shall Parent may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for certificates representing the Merger StockConsideration. Upon surrender of a Certificate for cancellation to the Exchange AgentPaying Agent or to such other agent or agents as may be appointed by Parent, together with such letter of transmittal transmittal, duly executed executed, and such other documents as may reasonably be required by the Exchange Paying Agent, the holder of such Certificate shall be entitled to receive in exchange therefor certificates representing the shares of Merger Stock that Consideration into which the MGI Shares theretofore represented by such holder has the right to receive pursuant to the terms hereof (together with any dividend or distribution with respect thereto made after the Effective Time to the extent provided in Section 1.05 hereof and any cash paid in lieu of fractional shares Certificate shall have been converted pursuant to Section 1.06)2.05, and the Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of Company Stock MGI Shares that is not registered in the stock transfer records of the CompanyMGI, a certificate representing the proper number of shares of Merger Stock payment may be issued made to a transferee if person other than the person in whose name the Certificate representing so surrendered is registered, if such Company Stock is presented Certificate shall be properly endorsed or otherwise be in proper form for transfer and the person requesting such payment shall pay any transfer or other taxes required by reason of the payment to a person other than the registered holder of such Certificate or establish to the Exchange Agent, accompanied by all documents required to evidence and effect satisfaction of the Surviving Corporation that such transfer and by evidence reasonably satisfactory to Acquiror and Newco that any applicable stock transfer tax has been paidpaid or is not applicable. Until surrendered as contemplated by this Section 2.07, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration, without interest, into which the MGI Shares theretofore represented by such Certificate shall have been converted pursuant to Section 2.05. No interest will be paid or will accrue on the Merger Consideration payable upon the surrender of any Certificate. (c) After All Merger Consideration paid upon the surrender of Certificates in accordance with the terms of this Article II shall be deemed to have been paid in full satisfaction of all rights pertaining to the MGI Shares theretofore represented by such Certificates. At the Effective Time, each outstanding Certificate which theretofore represented shares of Company Stock shall, until surrendered for exchange in accordance with this Section 1.04, be deemed for all purposes to evidence the number of full shares of Merger Stock into which the shares of Company Stock (which, prior to the Effective Time, were represented thereby) shall have been so converted. (d) Except as otherwise expressly provided herein, the Surviving Corporation shall pay all charges and expenses, including those of the Exchange Agent, in connection with the exchange of shares of Merger Stock for shares of Company Stock. Any Merger Stock deposited with the Exchange Agent that remains unclaimed by the former stockholders of the Company after six months following the Effective Time shall be delivered to the Surviving Corporation, upon demand, and any former stockholders of the Company who have not then complied with the instructions for exchanging their Certificates shall thereafter look only to the Surviving Corporation for the exchange of Certificates. (e) Effective upon the Closing Date, the stock transfer books of the Company MGI shall be closed, and there shall be no further registration of transfers of shares of Company Stock thereafter on the records stock transfer books of the CompanySurviving Corporation of the MGI Shares that were outstanding immediately prior to the Effective Time. If, after the Effective Time, Certificates are presented to the Surviving Corporation or the Paying Agent for any reason, they shall be canceled and exchanged as provided in this Article II. (fd) All Merger Stock issued upon conversion of shares of Company Stock in accordance with At any time following six months after the terms hereof Effective Time, the Surviving Corporation shall be deemed entitled to require the Paying Agent to deliver to it any funds (including any interest received with respect thereto) which had been made available to the Paying Agent and which have not been issued in full satisfaction disbursed to holders of all rights pertaining Certificates, and thereafter such holders shall be entitled to such shares look to the Surviving Corporation (subject to abandoned property, escheat or other similar laws) only as general creditors thereof with respect to the Merger Consideration payable upon due surrender of Company Stocktheir Certificates, without any interest thereon. Notwithstanding the foregoing, neither the Surviving Corporation nor the Paying Agent shall be liable to any holder of a Certificate for Merger Consideration delivered to a public official pursuant to any applicable abandoned property, escheat or similar law.

Exchange of Certificates. (a) Prior to Promptly after the Closing DateEffective Time, the Company Parent shall retain authorize a bank or trust company reasonably acceptable to Acquiror to act as exchange agent hereunder, which bank or trust company shall be reasonably acceptable to the Company (the "“Exchange Agent") in connection with the surrender of certificates evidencing shares of Company Stock converted into shares of Acquiror Common Stock pursuant to the Merger”). Prior to the Effective Time, Acquiror shall deposit with the Exchange Agent the shares of Acquiror Common Stock to be issued in the Merger, which shares (collectively, the "Merger Stock") shall be deemed to be issued at the Effective Time. At and following the Effective Time, the Surviving Corporation shall deliver to the Exchange Agent such cash as may be required, from time to time, to make payments of cash in lieu of fractional shares in accordance with Section 1.06 hereof. (b) As soon as practicable after the Effective Time, Parent shall cause the Exchange Agent shall mail to each person who wasmail, at the Effective Time, a holder to all former holders of record of a (i) an outstanding certificate or certificates that which immediately prior to the Effective Time evidenced Outstanding represented shares Company Common Stock or Company Series A Preferred Stock that were converted into the right to receive Merger Consideration pursuant to this Agreement (collectively, the "“Certificates"”) or (ii) shares represented by book-entry which immediately prior to the Effective Time represented shares of Company Common Stock that were converted into the right to receive Merger Consideration pursuant to this Agreement (“Book-Entry Shares”), other than (A) instructions for surrendering their Certificates, or in the Companycase of Book-Entry Shares, Newco or any for surrendering such shares, in exchange for a certificate representing shares of their respective SubsidiariesParent Common Stock and cash in lieu of fractional shares and, in the case of former holders of record of Company Common Stock, a certificate representing a Contingent Value Right, and (iB) a letter of transmittal (the “Letter of Transmittal”), which shall specify that delivery of the Certificates shall be effectiveeffected, and risk of loss of, and title to to, the Certificates shall pass, only upon delivery of the Certificates to the Exchange Agent and which shall be Agent, or in such form and shall have such other provisions as Acquiror and Newco shall reasonably specify) and (ii) instructions for use the case of Book-Entry Shares, upon adherence to the procedures set forth in effecting the surrender Letter of the Certificates in exchange for certificates representing the Merger StockTransmittal. Upon surrender of a Certificate Certificates or Book-Entry Shares, for cancellation to the Exchange Agent, together with such letter Letter of transmittal duly executed Transmittal and such other customary documents as may be required reasonably requested by Parent and in accordance with the Exchange Agentinstructions thereon, the each holder of such Certificate Certificates and Book-Entry Shares shall be entitled to receive in exchange therefor certificates (a) a certificate representing that number of whole shares of Parent Common Stock into which the shares of Merger Company Common Stock that such holder has or Company Series A Preferred Stock theretofore represented by the right to receive Certificates or Book-Entry Shares so surrendered shall have been converted pursuant to the terms hereof (together with any dividend or distribution provisions of this Agreement applying the Minimum Exchange Ratio under Section 1.6(a)(i) and with respect thereto made after to Company Series A Preferred Stock the Effective Time to the extent provided in Section 1.05 hereof and Preferred Stock Exchange Ratio, (b) any cash paid in lieu of fractional shares pursuant to Section 1.06)1.6(a)(ii) hereof, (c) a certificate representing that number of Contingent Value Rights, if any, to which such holder is entitled under this Agreement, (d) a check in the amount of any cash due pursuant to Section 1.12 hereof, and (e) in the Certificate case of Company Common Stock only the right to receive a certificate representing that number of whole shares of Parent Common Stock into which the shares of Company Common Stock theretofore represented by the Certificates or Book-Entry Shares so surrendered shall be canceled. In have been converted pursuant to the event provisions of a transfer this Agreement applying the Exchange Ratio (as opposed to the Minimum Exchange Ratio) under Section 1.6(a)(i) less any shares of ownership Parent Common Stock issued and delivered to former holders of Company Common Stock that is not registered in accordance with clause (a) of this sentence, but in the stock transfer records case of this clause (e) only to the Companyextent that it is determined pursuant to Section 1.13 that the Exchange Ratio is greater than the Minimum Exchange Ratio. No interest shall be paid or shall accrue on any such amounts. Until surrendered in accordance with the provisions of this Section 1.8, a certificate representing each Certificate and each Book-Entry Share shall represent for all purposes only the proper number right to receive Merger Consideration together with cash in lieu of any fractional shares to which such holder is entitled pursuant to Section 1.6(a)(ii) hereof and, if applicable, amounts under Section 1.12 hereof. Shares of Parent Common Stock into which shares of Company Common Stock and shares of Company Series A Preferred Stock shall be converted in the Merger at the Effective Time shall be deemed to have been issued at the Effective Time. If any certificates representing shares of Parent Common Stock may are to be issued to in a transferee if name other than that in which the Certificate representing surrendered is registered, it shall be a condition of such Company Stock is presented exchange that the person requesting such exchange shall deliver to the Exchange Agent, accompanied by Agent all documents required necessary to evidence and effect such transfer and shall pay to the Exchange Agent any transfer or other taxes required by evidence reasonably satisfactory reason of the issuance of a certificate representing shares of Parent Common Stock in a name other than that of the registered holder of the Certificate surrendered, or establish to Acquiror and Newco the satisfaction of the Exchange Agent that any applicable stock transfer such tax has been paid. paid or is not applicable. Beginning on the date which is twelve (c12) After months following the Effective Time, each outstanding Parent shall act as the Exchange Agent and thereafter any holder of an unsurrendered Certificate or Book-Entry Share shall look solely to Parent and the Surviving Corporation for any amounts to which theretofore represented shares of Company Stock shallsuch holder may be due, until surrendered for exchange in accordance with this Section 1.04, be deemed for all purposes subject to evidence the number of full shares of Merger Stock into which the shares of Company Stock (which, prior to the Effective Time, were represented thereby) shall have been so converted. (d) Except as otherwise expressly provided herein, the applicable law. The Surviving Corporation shall pay all charges and expenses, including those of the Exchange Agent, in connection with the exchange of shares of Merger Stock for the shares of Company Stock. Any Merger Common Stock deposited with the Exchange Agent that remains unclaimed by the former stockholders of the and Company after six months following the Effective Time shall be delivered to the Surviving Corporation, upon demand, and any former stockholders of the Company who have not then complied with the instructions for exchanging their Certificates shall thereafter look only to the Surviving Corporation Series A Preferred Stock for the exchange of CertificatesMerger Consideration. (e) Effective upon the Closing Date, the stock transfer books of the Company shall be closed, and there shall be no further registration of transfers of shares of Company Stock thereafter on the records of the Company. (f) All Merger Stock issued upon conversion of shares of Company Stock in accordance with the terms hereof shall be deemed to have been issued in full satisfaction of all rights pertaining to such shares of Company Stock.

Exchange of Certificates. (a) Prior From time to time following the Effective Time, Parent shall deliver to its transfer agent, or a depository or trust institution of recognized standing selected by Parent and Acquisition and reasonably satisfactory to the Closing Date, the Company shall retain a bank or trust company reasonably acceptable to Acquiror to act as exchange agent (the "Exchange Agent") in connection with ), for the surrender benefit of certificates evidencing shares the holders of Company Stock converted into shares of Acquiror Common Stock pursuant to the Merger. Prior to the Effective Time, Acquiror shall deposit with the Exchange Agent the shares of Acquiror Common Stock to be issued in the Merger, which shares (collectively, the "Merger Stock") shall be deemed to be issued at the Effective Time. At and following the Effective Time, the Surviving Corporation shall deliver to the Exchange Agent such cash as may be required, from time to time, to make payments of cash in lieu of fractional shares Shares for exchange in accordance with this Article 2, an amount of cash equal to the aggregate Merger Consideration then payable pursuant to Section 1.06 hereof2.8 (such amount of cash is hereinafter referred to as the "Exchange Fund"), in exchange for outstanding Shares. (b) As soon as practicable Promptly after the Effective Time, but in no event more than three business days thereafter, the Exchange Agent shall mail to each person who was, at the Effective Time, a holder of record of a certificate or certificates that immediately prior to the Effective Time evidenced Outstanding Company Stock represented outstanding Shares (collectively, the "Certificates"), other than ) and whose shares were converted into the Company, Newco or any of their respective Subsidiaries, right to receive Merger Consideration pursuant to Section 2.8: (i) a letter of transmittal (which shall specify that delivery of the Certificates shall be effective, effected and risk of loss and title to the Certificates shall pass, pass only upon delivery of the Certificates to the Exchange Agent and which shall be in such form and shall have such other provisions as Acquiror Parent and Newco shall the Company may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for certificates representing Merger Consideration; provided, however, that such letter of transmittal shall be substantially in the Merger Stockform and substance of a letter of transmittal and instructions approved by the Company at or before the Closing, such approval not to be unreasonably withheld. Upon surrender of a Certificate for cancellation to the Exchange Agent, together with such letter of transmittal duly executed and such other documents as may be required by the Exchange Agentexecuted, the holder of such Certificate shall be entitled to receive in exchange therefor certificates a check representing the shares of Merger Stock that such holder has the right to receive pursuant to the terms hereof (together with any dividend or distribution with respect thereto made after the Effective Time to the extent provided in Section 1.05 hereof and any cash paid in lieu of fractional shares pursuant to Section 1.06)Consideration, and the Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of Company Stock Shares that is not registered in the stock transfer records of the Company, a certificate check representing the proper number of shares amount of Merger Stock Consideration may be issued to a transferee if the Certificate representing such Company Stock Shares is presented to the Exchange Agent, Agent accompanied by all documents required to evidence and effect such transfer and by evidence reasonably satisfactory to Acquiror and Newco that any applicable stock transfer tax has taxes have been paid. Until surrendered as contemplated by this Section 2.10, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration. (c) After In the Effective Time, each outstanding event that any Certificate which theretofore represented shares of Company Stock shall, until surrendered for exchange in accordance with this Section 1.04, be deemed for all purposes to evidence the number of full shares of Merger Stock into which the shares of Company Stock (which, prior to the Effective Time, were represented thereby) Shares shall have been so convertedlost, stolen or destroyed, the Exchange Agent shall issue in exchange therefor upon the making of an affidavit of that fact by the holder thereof the Merger Consideration; provided, however, that Parent or the Exchange Agent may, in its discretion, require the delivery of a reasonable and customary bond or indemnity. (d) Except as otherwise expressly provided hereinIf, after the Effective Time, Certificates are presented to the Surviving Corporation for any reason, they shall pay all charges be canceled and expenses, including those exchanged as provided in this Article 2. (e) Any portion of the Exchange Agent, in connection with the exchange of shares of Merger Stock for shares of Company Stock. Any Merger Stock deposited with the Exchange Agent Fund that remains unclaimed by undistributed to the former stockholders of the Company upon the expiration of one hundred eighty (180) days after six months following the Effective Time shall be delivered to the Surviving Corporation, Parent upon demand, demand and any former stockholders of the Company who have not then theretofore complied with the instructions for exchanging their Certificates this Article 2 shall thereafter look only to the Surviving Corporation Parent as general creditors for the exchange payment of Certificates. (e) Effective upon the Closing Date, the stock transfer books of the Company shall be closed, and there shall be no further registration of transfers of shares of Company Stock thereafter on the records of the Companytheir claims for Merger Consideration. (f) All Merger Stock issued upon conversion of shares of Neither Parent nor Acquisition nor the Company Stock in accordance with the terms hereof shall be deemed liable to have been issued in full satisfaction any holder of all rights pertaining Shares for any amount of cash from the Exchange Fund delivered to such shares of Company Stocka public official pursuant to any applicable abandoned property, escheat or similar Applicable Law.

Exchange of Certificates. (a) Prior On or prior to the Closing Date, the Company Veeco shall retain select a reputable bank or trust company reasonably acceptable to Acquiror to act as exchange agent in the Merger (the "Exchange AgentEXCHANGE AGENT") in connection with the surrender of certificates evidencing shares of Company Stock converted into shares of Acquiror Common Stock pursuant to the Merger). Prior to Promptly after the Effective Time, Acquiror Veeco shall deposit with the Exchange Agent (i) certificates representing the shares of Acquiror Common Stock Veeco Shares issuable pursuant to be issued in the Merger, which shares this Article II and (collectively, the "Merger Stock"ii) shall be deemed to be issued at the Effective Time. At and following the Effective Time, the Surviving Corporation shall deliver to the Exchange Agent such cash as may be required, from time to time, sufficient to make payments of cash in lieu of fractional shares in accordance with Section 1.06 2.05(d) hereof. The Veeco Shares and cash amounts so deposited with the Exchange Agent, together with any dividends or distributions received by the Exchange Agent with respect to such shares, are referred to herein collectively as the "EXCHANGE FUND." (b) As soon as reasonably practicable after the Effective Time, the Exchange Agent shall will mail to each person who was, at the Effective Time, a holder record holders of record of a certificate or certificates that immediately prior to the Effective Time evidenced Outstanding Company Stock (collectively, the "Certificates"), other than the Company, Newco or any of their respective Subsidiaries, : (i) a letter of transmittal in customary form and containing such provisions as Veeco may reasonably specify (which shall specify including a provision confirming that delivery of the Company Stock Certificates shall be effectiveeffected, and risk of loss and title to the Company Stock Certificates shall pass, only upon delivery of the such Company Stock Certificates to the Exchange Agent and which shall be in such form and shall have such other provisions as Acquiror and Newco shall reasonably specify) Agent), and (ii) instructions for use in effecting the surrender of the Company Stock Certificates in exchange for certificates representing the Merger StockVeeco Shares as contemplated by this Article II. Upon surrender of a Company Stock Certificate for cancellation to the Exchange AgentAgent for exchange, together with such a duly executed letter of transmittal duly executed and such other documents as may be reasonably required by the Exchange AgentAgent or Veeco, (1) the holder of such Company Stock Certificate shall be entitled to receive in exchange therefor certificates a certificate representing the shares number of Merger Stock whole Veeco Shares that such holder has the right to receive pursuant to the terms provisions of Section 2.05 hereof (together with any dividend or distribution with respect thereto made after the Effective Time to the extent provided in Section 1.05 hereof and any an appropriate amount of cash paid in lieu of any fractional shares pursuant to Section 1.06Veeco Share otherwise issuable), and (2) the Company Stock Certificate so surrendered shall be canceled. In the event of a transfer of ownership of Until surrendered as contemplated by this Section 2.07, each Company Stock that is not registered Certificate shall be deemed, from and after the Effective Time, to represent only the right to receive Veeco Shares (and an appropriate amount of cash in lieu of any fractional Veeco Share otherwise issuable) as contemplated by this Article II. If any Company Stock Certificate shall have been lost, stolen or destroyed, Veeco may, in its discretion and as a condition precedent to the stock transfer records issuance of the Company, a any certificate representing Veeco Shares hereunder, require the proper number owner of shares of Merger such lost, stolen or destroyed Company Stock Certificate to provide an appropriate affidavit and to deliver a bond (in such sum as Veeco may reasonably direct) as indemnity against any claim that may be issued to a transferee if the Certificate representing such Company Stock is presented to made against the Exchange Agent, accompanied by all documents required Veeco or the Surviving Corporation with respect to evidence and effect such transfer and by evidence reasonably satisfactory to Acquiror and Newco that any applicable stock transfer tax has been paidCompany Stock Certificate. (c) After No certificates representing Veeco Shares shall be issued in exchange for any Company Stock Certificate to any Person who may be a Company Affiliate until such Person shall have delivered to Veeco and the Company a duly executed Company Affiliate Agreement or Veeco Affiliate Agreement (as applicable), as contemplated by Section 5.21 hereof. (d) No dividends or other distributions declared or made with respect to Veeco Shares with a record date after the Effective Time, each outstanding Certificate which theretofore represented shares Time shall be paid to the holder of any unsurrendered Company Stock shall, Certificate with respect to the Veeco Shares that such holder has the right to receive in the Merger until surrendered for exchange such holder surrenders such Company Stock Certificate in accordance with this Section 1.042.07 (at which time such holder shall be entitled, be deemed for subject to the effect of applicable escheat or similar Laws, to receive all purposes such dividends and distributions, without interest). (e) Any portion of the Exchange Fund that remains undistributed to evidence the number of full shares of Merger Stock into which the shares holders of Company Stock (which, prior to the Effective Time, were represented thereby) shall have been so converted. (d) Except Certificates as otherwise expressly provided herein, the Surviving Corporation shall pay all charges and expenses, including those of the Exchange Agent, in connection with the exchange of shares of Merger Stock for shares of Company Stock. Any Merger Stock deposited with the Exchange Agent date that remains unclaimed by the former stockholders of the Company is 180 days after six months following the Effective Time shall be delivered to the Surviving Corporation, Veeco upon demand, and any former stockholders holders of the Company Stock Certificates who have not then complied theretofore surrendered their Company Stock Certificates in accordance with the instructions for exchanging their Certificates this Section 2.07 shall thereafter look only to the Surviving Corporation Veeco for the exchange satisfaction of Certificates. (e) Effective upon the Closing Datetheir claims for Veeco Shares, the stock transfer books cash in lieu of the Company shall be closed, fractional Veeco Shares and there shall be no further registration of transfers of shares of Company Stock thereafter on the records of the Companyany dividends or distributions with respect to Veeco Shares Common Stock. (f) All Each of the Exchange Agent, Veeco and the Surviving Corporation shall be entitled to deduct and withhold from any consideration payable or otherwise deliverable pursuant to this Merger Stock issued upon conversion of shares Agreement to any holder or former holder of Company Common Stock in accordance with such amounts as may be required to be deducted or withheld therefrom under the terms hereof Code or any provision of state, local or foreign Tax Law or under any other applicable Law. To the extent such amounts are so deducted or withheld, such amounts shall be deemed treated for all purposes under this Merger Agreement as having been paid to the Person to whom such amounts would otherwise have been issued in full satisfaction of all rights pertaining paid. (g) Neither Veeco nor the Surviving Corporation shall be liable to such shares any holder or former holder of Company StockCommon Stock or to any other Person with respect to any Veeco Shares (or dividends or distributions with respect thereto), or for any cash amounts, delivered to any public official pursuant to any applicable abandoned property Law, escheat Law or similar Law.

Exchange of Certificates. (a) Prior to the Closing Date, the Company shall retain a bank or trust company reasonably acceptable to Acquiror to act as exchange agent (the "Exchange Agent") in connection with the surrender As of certificates evidencing shares of Company Stock converted into shares of Acquiror Common Stock pursuant to the Merger. Prior to the Effective Time, Acquiror DuPont shall deposit deposit, or cause to be deposited with the Exchange Agent for the benefit of holders of shares of Acquiror Common Stock to be issued in Stock, cash and certificates representing DuPont Shares, constituting the Merger, which shares (collectively, the "Merger Stock") shall be deemed to be issued at the Effective Time. At and following the Effective Time, the Surviving Corporation shall deliver to the Exchange Agent such cash as may be required, from time to time, to make payments of cash in lieu of fractional shares in accordance with Section 1.06 hereofConsideration. (b) As soon as practicable after of or promptly following the Effective TimeTime and the final determination of the Non-Cash Proration Factor, the Surviving Corporation shall cause the Exchange Agent shall to mail (and to make available for collection by hand) to each person who was, at the Effective Time, a holder of record of a certificate or certificates that certificates, which immediately prior to the Effective Time evidenced Outstanding Company represented outstanding shares of Common Stock (collectively, the "Certificates"), other than the Company, Newco or any of their respective Subsidiaries, (i) a letter of transmittal (which shall specify that delivery of the Certificates shall be effectiveeffected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Exchange Agent and which shall be in such the form and shall have such other provisions as Acquiror DuPont and Newco shall the Company may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for (A) a certificate or certificates representing that number of whole DuPont Shares, if any, into which the number of shares of Common Stock previously represented by such Certificate shall have been converted pursuant to this Agreement and (B) the amount of cash, if any, into which all or a portion of the number of shares of Common Stock previously represented by such Certificate shall have been converted pursuant to this Agreement (which instructions shall provide that at the election of the surrendering holder, Certificates may be surrendered, and the Merger StockConsideration in exchange therefor collected, by hand delivery). Upon surrender of a Certificate for cancellation to the Exchange Agent, together with such a letter of transmittal duly completed and validly executed in accordance with the instructions thereto, and such other documents as may be required by the Exchange Agentpursuant to such instructions, the holder of such Certificate shall be entitled to receive in exchange therefor certificates representing the shares Merger Consideration for each share of Merger Common Stock that formerly represented by such holder has Certificate, to be mailed (or made available for collection by hand if so elected by the right to receive pursuant surrendering holder) within three business days of receipt thereof (but in no case prior to the terms hereof (together with any dividend or distribution with respect thereto made after the Effective Time to the extent provided in Section 1.05 hereof and any cash paid in lieu of fractional shares pursuant to Section 1.06Time), and the Certificate so surrendered shall be canceledforthwith cancelled. In The Exchange Agent shall accept such Certificates upon compliance with such reasonable terms and conditions as the event Exchange Agent may impose to effect an orderly exchange thereof in accordance with normal exchange practices. No interest shall be paid or accrued for the benefit of a transfer of ownership of Company Stock that is not registered in the stock transfer records holders of the Company, a certificate representing Certificates on the proper number Merger Consideration (or the cash pursuant to subsections (c) and (d) below) payable upon the surrender of shares of Merger Stock may be issued to a transferee if the Certificate representing such Company Stock is presented to the Exchange Agent, accompanied by all documents required to evidence and effect such transfer and by evidence reasonably satisfactory to Acquiror and Newco that any applicable stock transfer tax has been paidCertificates. (c) After No dividends or other distributions with respect to DuPont Shares with a record date on or after the Effective Time, each outstanding Time shall be paid to the holder of any unsurrendered Certificate which theretofore with respect to the DuPont Shares represented thereby by reason of the conversion of shares of Company Common Stock shallpursuant to Sections 1.2(b), 1.3 and 1.4 hereof and no cash payment in lieu of fractional DuPont Shares shall be paid to any such holder pursuant to Section 1.5(d) hereof until such Certificate is surrendered for exchange in accordance with this Article I. Subject to the effect of applicable laws, following surrender of any such Certificate, there shall be paid, without interest, to the Person in whose name the DuPont Shares representing such securities are registered (i) at the time of such surrender or as promptly after the sale of the Excess DuPont Shares (as defined in Section 1.041.5(d) hereof) as practicable, be deemed for all purposes the amount of any cash payable in lieu of fractional DuPont Shares to evidence which such holder is entitled pursuant to Section 1.5(d) hereof and the number proportionate amount of full shares dividends or other distributions with a record date after the Effective Time theretofore paid with respect to DuPont Shares issued upon conversion of Merger Stock into which Common Stock, and (ii) at the shares appropriate payment date or as promptly as practicable thereafter, the proportionate amount of Company Stock (which, dividends or other distributions with a record date after the Effective Time but prior to the Effective Time, were represented thereby) shall have been so convertedsuch surrender and a payment date subsequent to such surrender payable with respect to such DuPont Shares. (d) Except Notwithstanding any other provision of this Agreement, no fraction of a DuPont Share will be issued and no dividend or other distribution, stock split or interest with respect to DuPont Shares shall relate to any fractional DuPont Share, and such fractional interest shall not entitle the owner thereof to vote or to any rights as a security holder of the DuPont Shares. In lieu of any such fractional security, each holder of shares of Common Stock otherwise expressly provided hereinentitled to a fraction of a DuPont Share will be entitled to receive in accordance with the provisions of this Section 1.5 from the Exchange Agent a cash payment representing such holder's proportionate interest in the net proceeds from the sale by the Exchange Agent on behalf of all such holders of the aggregate of the fractions of DuPont Shares which would otherwise be issued (the "Excess DuPont Shares"). The sale of the Excess DuPont Shares by the Exchange Agent shall be executed on the NYSE through one or more member firms of the NYSE and shall be executed in round lots to the extent practicable. Until the net proceeds of such sale or sales have been distributed to the holders of shares of Common Stock, the Surviving Corporation Exchange Agent will, subject to Section 1.5(e) hereof, hold such proceeds in trust for the holders of shares of Common Stock (the "DuPont Shares Trust"). The Company shall pay all charges commissions, transfer taxes (other than those transfer taxes for which the Company's shareholders are solely liable) and expensesother out-of-pocket transaction costs, including those the expenses and compensation, of the Exchange Agent, Agent incurred in connection with such sale of the exchange Excess DuPont Shares. As soon as practicable after the determination of the amount of cash, if any, to be paid to holders of shares of Merger Common Stock for in lieu of any fractional DuPont Share interests, the Exchange Agent shall make available such amounts to such holders of shares of Company Stock. Common Stock without interest. (e) Any portion of the Merger Stock Consideration deposited with the Exchange Agent that pursuant to this Section 1.5 (the "Exchange Fund") which remains unclaimed by undistributed to the former stockholders holders of the Company after Certificates for six months following after the Effective Time shall be delivered to the Surviving CorporationDuPont, upon demand, and any former stockholders holders of shares of Common Stock prior to the Company Merger who have not then theretofore complied with the instructions for exchanging their Certificates this Article I shall thereafter look for payment of their claim, as general creditors thereof, only to the Surviving Corporation DuPont for the exchange their claim for (1) cash, if any, (2) DuPont Shares, if any, (3) any cash without interest, to be paid, in lieu of Certificates. any fractional DuPont Shares and (e4) Effective upon the Closing Date, the stock transfer books of the Company shall any dividends or other distributions with respect to DuPont Shares to which such holders may be closed, and there shall be no further registration of transfers of shares of Company Stock thereafter on the records of the Companyentitled. (f) All Merger Stock issued upon conversion None of DuPont, Newco or the Company or the Exchange Agent shall be liable to any Person in respect of any DuPont Shares or cash held in the Exchange Fund (and any cash, dividends and other distributions payable in respect thereof) delivered to a public official pursuant to any applicable abandoned property, escheat or similar law. If any Certificates shall not have been surrendered prior to one year after the Effective Time (or immediately prior to such earlier date on which (i) any cash, (ii) any DuPont Shares, (iii) any cash in lieu of fractional DuPont Shares or (iv) any dividends or distributions with respect to DuPont Shares in respect of such Certificate would otherwise escheat to or become the property of any Governmental Entity (as defined in Section 3.3(b) hereof)), any such DuPont Shares, cash, dividends or distributions in respect of such Certificate shall, to the extent permitted by applicable law, become the property of DuPont, free and clear of all claims or interest of any Person previously entitled thereto. (g) The Exchange Agent shall invest any cash included in the Exchange Fund, as directed by DuPont on a daily basis. Any interest and other income resulting from such investments shall be paid to the Company. Nothing contained in this Section 1.5(g) shall relieve DuPont or the Exchange Agent from making the payments required by this Article I to be made to the holders of shares of Company Common Stock and to holders of Options (as defined in accordance with the terms hereof shall be deemed to have been issued in full satisfaction of all rights pertaining to such shares of Company StockSection 1.7 hereof).

Exchange of Certificates. (a) Prior As of the Effective Time, Star shall deposit, or shall cause to the Closing Datebe deposited, the Company shall retain a with Continental Stock Transfer and Trust Company, or such other bank or trust company reasonably which shall be mutually acceptable to Acquiror to act as exchange agent the parties hereto (the "Exchange Agent") in connection with ), for the surrender benefit of certificates evidencing holders of shares of Company EFCC Common Stock, for exchange in accordance with this Section 2.5, through the Exchange Agent: (i) certificates representing the Star Share Number of shares of Star Common Stock (if the All Cash Option is not exercised); (ii) the estimated amount of cash to be paid pursuant to Section 2.5(e); and (iii) all funds necessary to pay the Cash Consideration for shares of EFCC Common Stock converted into shares by reason of Acquiror Common Stock the Merger (or the Merger Consideration, in cash, if the All Cash Option is exercised) (in each case other than Merger Consideration with respect to Dissenting Shares) (together, all such certificates and cash being hereinafter referred to as the "Exchange Fund"). The Exchange Agent shall deliver, pursuant to irrevocable instructions, the Merger. Prior to Cash Consideration (or the Effective TimeMerger Consideration, Acquiror shall deposit with in cash, if the Exchange Agent All Cash Option is exercised), the shares of Acquiror Star Common Stock (if the All Cash Option is not exercised) contemplated to be issued in pursuant to Section 2.1 and the Merger, which shares (collectively, the "Merger Stock") shall be deemed cash to be issued at the Effective Time. At and following the Effective Time, the Surviving Corporation shall deliver pursuant to Section 2.5(e) out of the Exchange Agent such cash as may Fund. The Exchange Fund shall not be required, from time to time, to make payments of cash in lieu of fractional shares in accordance with Section 1.06 hereofused for any other purpose. (b) As soon as reasonably practicable after the Effective Time, the Exchange Agent shall mail to each person who was, at the Effective Time, a holder of record of a certificate or certificates that which immediately prior to the Effective Time evidenced Outstanding Company represented outstanding shares of EFCC Common Stock (collectively, the "Certificates"), other than ) whose shares were converted into the Company, Newco or any of their respective Subsidiaries, right to receive the Merger Consideration pursuant to Section 2.1: (i) a letter of transmittal (which shall specify that delivery of the Certificates shall be effectiveeffected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Agent and which shall be in such form and shall have such other provisions as Acquiror Star and Newco shall EFCC may reasonably specify) ); and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the Cash Consideration and certificates representing shares of Star Common Stock (or, in the event the All Cash Option is exercised, the Merger StockConsideration in cash). Upon surrender of a Certificate for cancellation to the Exchange Agent, or to such other agent or agents as may be appointed by Star, together with such letter of transmittal transmittal, duly executed executed, and such other documents as may be reasonably required by the Exchange Agent, the holder of such Certificate shall be entitled to receive in exchange therefor certificates representing the shares of Merger Stock that Consideration which such holder has the right to receive pursuant to the terms hereof (together with any dividend or distribution with respect thereto made after the Effective Time to the extent provided in this Section 1.05 hereof and any cash paid in lieu of fractional shares pursuant to Section 1.06)2.5, and the Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of Company EFCC Common Stock that which is not registered in on the stock transfer records of EFCC, the Company, a certificate Cash Consideration may be paid to and certificates representing the proper number of shares of Star Common Stock (or, in the event the All Cash Option is exercised, the Merger Stock Consideration in cash) may be issued to a transferee if the Certificate representing such Company EFCC Common Stock is presented to the Exchange Agent, accompanied by all documents required to evidence and effect such transfer and by evidence reasonably satisfactory to Acquiror and Newco that any applicable stock transfer tax has taxes have been paid. (c) After the Effective Time. Until surrendered as contemplated by this Section 2.5, each outstanding Certificate which theretofore represented shares of Company Stock shall, until surrendered for exchange in accordance with this Section 1.04, shall be deemed for all purposes to evidence the number of full shares of Merger Stock into which the shares of Company Stock (which, prior to the Effective Time, were represented thereby) shall have been so converted. (d) Except as otherwise expressly provided herein, the Surviving Corporation shall pay all charges and expenses, including those of the Exchange Agent, in connection with the exchange of shares of Merger Stock for shares of Company Stock. Any Merger Stock deposited with the Exchange Agent that remains unclaimed by the former stockholders of the Company at any time after six months following the Effective Time to represent only the right to receive upon such surrender the Merger Consideration. The Exchange Agent shall not be delivered entitled to vote or exercise any rights of ownership with respect to the Surviving Corporation, upon demand, and any former stockholders of the Company who have not then complied with the instructions for exchanging their Certificates shall thereafter look only Star Common Stock held by it from time to the Surviving Corporation for the exchange of Certificatestime hereunder. (e) Effective upon the Closing Date, the stock transfer books of the Company shall be closed, and there shall be no further registration of transfers of shares of Company Stock thereafter on the records of the Company. (f) All Merger Stock issued upon conversion of shares of Company Stock in accordance with the terms hereof shall be deemed to have been issued in full satisfaction of all rights pertaining to such shares of Company Stock.

Exchange of Certificates. (a) Prior to the Closing Date, the Company shall retain a Parent's stock transfer agent (or another bank or trust company selected by Parent and reasonably acceptable to Acquiror to the Company) shall act as exchange agent (the "Exchange Agent") in connection with the surrender of certificates evidencing shares of Company Common Stock converted into shares of Acquiror Parent Common Stock pursuant to the Merger. Prior On or prior to the Effective TimeClosing Date, Acquiror Parent shall deposit with the Exchange Agent one or more certificates representing the shares of Acquiror Parent Common Stock to be issued in the Merger, which shares Merger (collectively, the "Merger Stock") ), which shares of Merger Stock shall be deemed to be issued at the Effective Time. At and following the Effective Time, the Surviving Corporation shall deliver to the Exchange Agent such cash as may be required, from time to time, to make payments of cash in lieu of fractional shares in accordance with Section 1.06 hereof. (b) As soon as practicable after the Effective Time, Parent shall cause the Exchange Agent shall to mail to each person who was, at the Effective Time, a holder of record of a certificate or certificates that immediately prior to the Effective Time evidenced Outstanding Company Stock (collectively, the "Certificates"), other than the Company, Newco or any of their respective Subsidiaries, the (i) a letter of transmittal (which shall specify specifying that delivery of the Certificates shall be effectiveeffected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Agent and Agent, which shall be in such a form and shall have such contain any other provisions as Acquiror Parent and Newco shall the Company may reasonably specify) agree and (ii) instructions for use in effecting the surrender of the Certificates in exchange for certificates representing the Merger Stock. Upon the proper surrender of a Certificate for cancellation Certificates to the Exchange Agent, together with such a properly completed and duly executed letter of transmittal duly executed and such other documents as may be reasonably required by the Exchange Agent, the holder of such Certificate shall shall, subject to the provisions of Section 2.3, be entitled to receive in exchange therefor certificates representing the shares of Merger Stock that such holder has the right to receive pursuant to the terms hereof (together with any dividend or distribution with respect thereto made after the Effective Time to the extent provided in Section 1.05 hereof and any cash paid in lieu of fractional shares pursuant to Section 1.06Time), and the Certificate so surrendered shall be canceled. In the event of a transfer of ownership of Company Common Stock that is not registered in the stock transfer records of the Company, a certificate representing the proper number of shares of Merger Stock may be issued to a transferee if the Certificate representing such Company Common Stock is presented to the Exchange Agent, accompanied by all documents required to evidence and effect such transfer and by evidence reasonably satisfactory to Acquiror the Surviving Corporation and Newco Parent that any applicable stock transfer tax has been paid. (c) After Except as specified in Section 1.4(h), after the Effective Time, each outstanding Certificate which theretofore represented shares of Company Common Stock shall, until surrendered for exchange in accordance with this Section 1.041.4, be deemed for all purposes to evidence ownership of the number of full shares of Merger Parent Common Stock into which the shares of Company Common Stock (which, prior to the Effective Time, were represented thereby) shall have been so converted. (d) Except as otherwise expressly provided herein, the Surviving Corporation Parent shall pay all charges and expenses, including those of the Exchange Agent, in connection with the exchange of Certificates for shares of Merger Stock for shares of Company Stock. Any Merger Stock deposited with the Exchange Agent that remains unclaimed pursuant to Section 1.4(a) hereof, and not exchanged pursuant to Section 1.4(b) hereof for Company Common Stock within six months after the Effective Time, shall be returned by the former stockholders of the Company after six months following the Effective Time Exchange Agent to Parent, which shall be delivered thereafter act as exchange agent, subject to the Surviving Corporation, upon demand, and any former stockholders rights of the holders of Company who have not then complied with the instructions for exchanging their Certificates shall thereafter look only to the Surviving Corporation for the exchange of CertificatesCommon Stock hereunder. (e) At the Effective upon the Closing DateTime, the stock transfer books of the Company shall be closed, closed and there shall be no further registration of transfers transfer of shares of Company Common Stock shall thereafter on the records of the Companybe made. (f) All None of Parent, Merger Stock issued upon conversion Sub, the Company, the Surviving Corporation or the Exchange Agent will be liable to any holder of shares of Company Common Stock for any shares of Merger Stock, dividends or distributions with respect thereto delivered to a state abandoned property administrator or other public official pursuant to any applicable abandoned property, escheat or similar law. (g) If any Certificates shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming such Certificates to be lost, stolen or destroyed, and delivery of such bond or other indemnity as the Exchange Agent may reasonably request, the Exchange Agent will, subject to the provisions of Section 2.2, deliver in exchange for such lost, stolen or destroyed Certificates one or more certificates representing the Merger Stock deliverable in respect thereof, as determined in accordance with the terms hereof hereof. (h) No dividend or other distribution declared or made with respect to the Merger Stock with a record date after the Effective Time shall be deemed paid to have been the holder of any unsurrendered Certificate with respect to the shares of Merger Stock issuable upon surrender thereof until the holder of such Certificate shall surrender such Certificate in accordance with Section 1.4(b). Subject to the effect of applicable law, following surrender of any such Certificate there shall be paid, without interest, to the record holder of each certificate representing whole shares of Merger Stock issued in full satisfaction exchange therefor: (i) at the time of all rights pertaining such surrender, the amount of dividends or other distributions with a record date after the Effective Time theretofore paid with respect to such whole shares of Company Merger Stock, and (ii) at the appropriate payment date, the amount of dividends or other distributions with a record date after the Effective Time but prior to surrender of such Certificate and a payment date subsequent to such surrender payable with respect to such whole shares of Merger Stock. (i) The Parent shall be entitled to deduct and withhold from the consideration otherwise payable pursuant to this Agreement to any former holder of Company Common Stock such amounts as the Parent is required to deduct and withhold with respect to the making of such payment under the Code, or any other provision of federal, state, local or foreign tax law. To the extent that amounts are so withheld by the Parent, the withheld amounts shall be treated for all purposes of this Agreement as having been paid to the former holder of the Company Common Stock Shares in respect of which such deduction and withholding was made by the Parent.

Exchange of Certificates. (a) Prior to the Closing DateEffective Time, the Company Parent shall retain select a bank or trust company reasonably acceptable to Acquiror to act as exchange paying agent (the "Exchange Paying Agent") in connection with for the payment of the Merger Consideration upon surrender of certificates evidencing shares of Company Stock converted into shares of Acquiror Common Stock pursuant to the Merger. Prior to the Effective Time, Acquiror shall deposit with the Exchange Agent the shares of Acquiror Common Stock to be issued in the Merger, which shares (collectively, the "Merger Stock") shall be deemed to be issued at the Effective Time. At and following the Effective Time, the Surviving Corporation shall deliver to the Exchange Agent such cash as may be required, from time to time, to make payments of cash in lieu of fractional shares in accordance with Section 1.06 hereofrepresenting Shares. (b) Parent shall, or shall cause the Surviving Corporation to, provide to the Paying Agent on a timely basis, as and when needed after the Effective Time, funds necessary to pay for the Shares as part of the Merger pursuant to Section 2.8. (c) As soon as reasonably practicable after the Effective Time, the Exchange Paying Agent shall mail to each person who was, at the Effective Time, a holder of record of a certificate or certificates that which immediately prior to the Effective Time evidenced Outstanding Company Stock represented outstanding Shares (collectively, the "Certificates"), other than ) whose Shares were converted into the Company, Newco or any of their respective Subsidiariesright to receive the Merger Consideration pursuant to Section 2.8, (i) a letter of transmittal (which shall specify that delivery of the Certificates shall be effectiveeffected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Paying Agent and which shall be in such a form and shall have such other provisions as Acquiror and Newco shall Parent may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for certificates representing the Merger StockConsideration. Upon surrender of a Certificate for cancellation to the Exchange AgentPaying Agent or to such other agent or agents as may be appointed by Parent, together with such letter of transmittal transmittal, duly executed executed, and such other documents as may reasonably be required by the Exchange Paying Agent, the holder of such Certificate shall be entitled to receive in exchange therefor certificates representing the shares amount of Merger Stock that cash into which the Shares theretofore represented by such holder has the right to receive pursuant to the terms hereof (together with any dividend or distribution with respect thereto made after the Effective Time to the extent provided in Section 1.05 hereof and any cash paid in lieu of fractional shares Certificate shall have been converted pursuant to Section 1.06)2.8, and the Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of Company Stock that Shares which is not registered in the stock transfer records of the Company, a certificate representing the proper number of shares of Merger Stock may be issued to a transferee if the Certificate representing such Company Stock is presented to the Exchange Agent, accompanied by all documents required to evidence and effect such transfer and by evidence reasonably satisfactory to Acquiror and Newco that any applicable stock transfer tax has been paid. (c) After the Effective Time, each outstanding Certificate which theretofore represented shares of Company Stock shall, until surrendered for exchange in accordance with this Section 1.04, be deemed for all purposes to evidence the number of full shares of Merger Stock into which the shares of Company Stock (which, prior to the Effective Time, were represented thereby) shall have been so converted. (d) Except as otherwise expressly provided herein, the Surviving Corporation shall pay all charges and expenses, including those of the Exchange Agent, in connection with the exchange of shares of Merger Stock for shares of Company Stock. Any Merger Stock deposited with the Exchange Agent that remains unclaimed by the former stockholders of the Company after six months following the Effective Time shall be delivered to the Surviving Corporation, upon demand, and any former stockholders of the Company who have not then complied with the instructions for exchanging their Certificates shall thereafter look only to the Surviving Corporation for the exchange of Certificates. (e) Effective upon the Closing Date, the stock transfer books of the Company shall be closed, and there shall be no further registration of transfers of shares of Company Stock thereafter on the records of the Company. (f) All Merger Stock issued upon conversion of shares of Company Stock in accordance with the terms hereof shall be deemed to have been issued in full satisfaction of all rights pertaining to such shares of Company Stock.transfer

Exchange of Certificates. (a) Prior to the Closing DateEffective Time, the Company Logitech Subsidiary shall retain (i) designate, or shall cause to be designated, a bank or trust company reasonably acceptable to Acquiror the Company to act as exchange agent for the payment of the Merger Consideration (the "Exchange Agent") in connection upon surrender of Certificates, (ii) deposit, or cause to be deposited, with the surrender of certificates evidencing shares of Company Stock converted into shares of Acquiror Common Stock pursuant Exchange Agent (A) an amount in cash equal to the Merger. Prior product of the Cash Portion and the number of Shares that are issued and outstanding at the Effective Time and (B) ADRs representing a number of Parent ADSs equal to the product of the Stock Portion and the number of Shares outstanding at the Effective Time, Acquiror and (iii) the cash amount payable in lieu of fractional Shares in accordance with Section 2.4(d). For purposes of determining the aggregate Merger Consideration to be so deposited, Parent shall assume that, other than with respect to stockholders of the Company with respect to whom the Company has been informed intend to exercise their appraisal rights (the Company shall give Parent prompt notice of the receipt by the Company of its receipt of notice of any such intent), Parent shall assume that no stockholder of the Company shall perfect any right of appraisal of his, her or its shares. If for any reason the Exchange Fund is inadequate to pay the amounts to which holders of Shares shall be entitled under this Section 2.6(a), Logitech Subsidiary shall take all steps necessary to enable or cause the Surviving Corporation promptly to deposit additional cash with the Exchange Agent sufficient to make all payments required under this Agreement, and Logitech Subsidiary and the shares of Acquiror Common Stock to Surviving Corporation shall in any event be issued liable for payment thereof. The Exchange Fund shall not be used for any purpose except as expressly provided in the Merger, which shares this Agreement. (collectively, the "Merger Stock"b) shall be deemed to be issued at the Effective Time. At and following As soon as reasonably practicable after the Effective Time, the Surviving Corporation shall deliver to cause the Exchange Agent such cash as may be required, from time to time, to make payments of cash in lieu of fractional shares in accordance with Section 1.06 hereof. (b) As soon as practicable after the Effective Time, the Exchange Agent shall mail to each person who was, at the Effective Time, a holder of record of a certificate or certificates Certificate that immediately prior to the Effective Time evidenced Outstanding Company Stock (collectively, represented outstanding Shares whose shares were converted into the "Certificates"), other than the Company, Newco or any of their respective Subsidiaries, right to receive Merger Consideration pursuant to Section 2.4(c): (i) a letter of transmittal (which shall specify that delivery of the Certificates shall be effectiveeffected, and risk of loss and title to the Certificates held by such person shall pass, only upon delivery of the Certificates to the Exchange Agent and which shall be in such customary form and shall have such other provisions as Acquiror and Newco shall Logitech Subsidiary may reasonably specify) and ); and (ii) instructions for use in effecting the surrender of the Certificates in exchange for certificates representing the Merger Stock. Consideration. (c) Upon surrender of a Certificate for cancellation to the Exchange Agent, together with such letter of transmittal transmittal, duly executed completed and validly executed, and such other documents as may reasonably be required by the Exchange Agent, the holder of such Certificate shall be entitled to receive in exchange therefor certificates representing the shares of Merger Stock that such holder has the right to receive pursuant an amount equal to the terms hereof (together with any dividend or distribution with respect thereto made after product of the Effective Time to Merger Consideration and the extent provided in Section 1.05 hereof and any cash paid in lieu number of fractional shares pursuant to Section 1.06)Shares represented by such Certificate, and the Certificate so surrendered shall forthwith be canceledcancelled. In the event of a transfer of ownership of Company Stock Shares that is not registered in the stock transfer records books of the Company, a certificate representing the proper number amount of shares of Merger Stock cash and Parent ADSs may be issued paid in exchange therefor to a transferee if person other than the person in whose name the Certificate representing so surrendered is registered if such Company Stock is presented Certificate shall be properly endorsed or otherwise be in proper form for transfer and the person requesting such payment shall pay any transfer or other taxes required by reason of the payment to a person other than the registered holder of such Certificate the Merger Consideration or establish to the Exchange Agent, accompanied by all documents required to evidence and effect satisfaction of Logitech Subsidiary that such transfer and by evidence reasonably satisfactory to Acquiror and Newco that any applicable stock transfer tax has been paid. (c) After the Effective Time, each outstanding Certificate which theretofore represented shares of Company Stock shall, until surrendered for exchange in accordance with this Section 1.04, be deemed for all purposes to evidence the number of full shares of Merger Stock into which the shares of Company Stock (which, prior to the Effective Time, were represented thereby) shall have been so converted. (d) Except as otherwise expressly provided herein, the Surviving Corporation shall pay all charges and expenses, including those of the Exchange Agent, in connection with the exchange of shares of Merger Stock for shares of Company Stockpaid or is not applicable. Any Merger Stock deposited with the Exchange Agent that remains unclaimed by the former stockholders of the Company after six months following the Effective Time No interest shall be delivered to the Surviving Corporation, upon demand, and any former stockholders of the Company who have not then complied with the instructions for exchanging their Certificates paid or shall thereafter look only to the Surviving Corporation for the exchange of Certificates. (e) Effective upon the Closing Date, the stock transfer books of the Company shall be closed, and there shall be no further registration of transfers of shares of Company Stock thereafter accrue on the records cash payable upon surrender of the Companyany Certificate. (f) All Merger Stock issued upon conversion of shares of Company Stock in accordance with the terms hereof shall be deemed to have been issued in full satisfaction of all rights pertaining to such shares of Company Stock.

Exchange of Certificates. (a) Prior to the Closing DateEffective Time, the Company CALIPSO shall retain a bank enter into an agreement with, and shall deposit with, Signature Stock Transfer, Inc. or trust company reasonably acceptable such other agent or agents as may be satisfactory to Acquiror to act as exchange agent CALIPSO and KFI (the "Exchange Agent") in connection with ), for the surrender benefit of certificates evidencing shares the holders of Company Stock converted into shares of Acquiror Common Stock pursuant to the Merger. Prior to the Effective TimeKFI Shares, Acquiror shall deposit with for exchange through the Exchange Agent in accordance with this Article I: (i) certificates representing the shares appropriate number of Acquiror Common Stock CALIPSO Shares to be issued to holders of KFI Shares issuable pursuant to Section 1.6 in the Merger, which shares (collectively, the "Merger Stock") shall be deemed to be issued at the Effective Time. At and following the Effective Time, the Surviving Corporation shall deliver to the Exchange Agent such cash as may be required, from time to time, to make payments of cash in lieu of fractional shares in accordance with Section 1.06 hereofexchange for outstanding KFI Shares. (b) As soon as reasonably practicable after the Effective Time, the Exchange Agent shall mail to each person who was, at the Effective Time, a holder of record of a certificate or certificates that which immediately prior to the Effective Time evidenced Outstanding Company Stock represented outstanding KFI Shares (collectively, the "Certificates"), other than ) whose shares were converted into the Company, Newco or any of their respective Subsidiaries, right to receive CALIPSO Shares pursuant to Section 1.6: (i) a letter of transmittal (which shall specify that delivery of the Certificates shall be effectiveeffected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Agent and which shall be in such form and shall have such other provisions as Acquiror KFI and Newco shall CALIPSO may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for certificates representing the Merger StockCALIPSO Shares. Upon surrender of a Certificate for cancellation to the Exchange Agent, together with such letter of transmittal transmittal, duly executed executed, and such any other documents as may be required by the Exchange Agentdocuments, the holder of such Certificate shall be entitled to receive in exchange therefor certificates therefore a certificate representing the shares that number of Merger Stock that whole CALIPSO Shares, which such holder has the right to receive pursuant to the terms hereof (together with any dividend or distribution with respect thereto made after the Effective Time to the extent provided in Section 1.05 hereof and any cash paid in lieu provisions of fractional shares pursuant to Section 1.06)this Article I, and the Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of Company Stock that is KFI Shares which are not registered in the stock transfer records of the CompanyKFI, a certificate representing the proper number of shares of Merger Stock CALIPSO Shares may be issued to a transferee if the Certificate representing such Company Stock KFI Shares is presented to the Exchange Agent, Agent accompanied by all documents required by the Exchange Agent or CALIPSO to evidence and effect such transfer and by evidence reasonably satisfactory to Acquiror and Newco that any applicable stock transfer tax has or other taxes have been paid. Until surrendered as contemplated by this Section 1.7, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the certificate representing CALIPSO Shares as contemplated by this Section 1.7. (c) After No dividends or other distributions declared or made after the Effective Time, each outstanding Certificate which theretofore represented shares of Company Stock shall, until surrendered for exchange in accordance Time with this Section 1.04, respect to CALIPSO Shares with a record date after the Effective Time shall be deemed for all purposes to evidence the number of full shares of Merger Stock into which the shares of Company Stock (which, prior paid to the Effective Time, were holder of any unsurrendered Certificate with respect to the CALIPSO Shares represented thereby) thereby until the holder of record of such Certificate shall have been so convertedsurrender such Certificate. (d) Except as otherwise expressly provided hereinIn the event that any Certificate for KFI Shares or CALIPSO Shares shall have been lost, stolen or destroyed, the Surviving Corporation Exchange Agent shall pay all charges issue in exchange therefore, upon the making of an affidavit of that fact by the holder thereof such CALIPSO Shares and expensescash in lieu of fractional CALIPSO Shares, including those of if any, as may be required pursuant to this Agreement; provided, however, that CALIPSO or the Exchange Agent, may, in connection with its respective discretion, require the exchange delivery of shares of Merger Stock for shares of Company Stock. Any Merger Stock deposited with the Exchange Agent that remains unclaimed by the former stockholders of the Company after six months following the Effective Time shall be delivered to the Surviving Corporationa suitable bond, upon demand, and any former stockholders of the Company who have not then complied with the instructions for exchanging their Certificates shall thereafter look only to the Surviving Corporation for the exchange of Certificatesopinion or indemnity. (e) Effective All CALIPSO Shares issued upon the Closing Date, the stock transfer books surrender for exchange of the Company shall be closed, and there shall be no further registration of transfers of shares of Company Stock thereafter on the records of the Company. (f) All Merger Stock issued upon conversion of shares of Company Stock KFI Shares in accordance with the terms hereof shall be deemed to have been issued in full satisfaction of all rights pertaining to such shares KFI Shares. There shall be no further registration of Company Stocktransfers on the stock transfer books of KFI of the KFI Shares which were outstanding immediately prior to the Effective Time. If, after the Effective Time, Certificates of KFI are presented to CALIPSO for any reason, they shall be canceled and exchanged as provided in this Article I. (f) No fractional CALIPSO Shares shall be issued in the Merger, but in lieu thereof each holder of KFI Shares otherwise entitled to a fractional CALIPSO Share shall, upon surrender of its, his or her Certificate or Certificates, be entitled to receive an additional share to round up to the nearest round number of shares.

Exchange of Certificates. (a) Prior to the Closing Date, the Company shall retain a bank or trust company reasonably acceptable to Acquiror to act as exchange agent (the "Exchange Agent") in connection with the surrender of certificates evidencing shares of Company Stock converted into shares of Acquiror Common Stock pursuant to the Merger. Prior to Following the Effective Time, Acquiror shall deposit with Time in a timely manner so that the Exchange Agent can promptly honor the shares of Acquiror Common Cash Elections and Stock to be issued in the Merger, which shares (collectively, the "Merger Stock") shall be deemed to be issued at the Effective Time. At Elections made and following the Effective Time, the Surviving Corporation shall deliver delivered to the Exchange Agent such Agent, Parent shall make available to the Exchange Agent: (i) cash as may to fund payment to holders who made a Cash Election and (ii) certificates representing Parent Shares to be requiredexchanged for certificates representing shares of Common Stock held by holders who made a Stock Election, from time to time, to make payments of cash in lieu of fractional shares in accordance with Section 1.06 hereofthe aggregate thereof constituting the Merger Consideration. (b) As soon as practicable after of or promptly following the Effective TimeTime and the final determination of the Cash Proration Factor, the Surviving Corporation shall cause the Exchange Agent shall to mail (and to make available for collection by hand) to each person who was, at the Effective Time, a holder of record of a certificate Certificate or certificates that immediately prior to the Effective Time evidenced Outstanding Company Stock (collectively, the "Certificates"), other than the Company, Newco or any of their respective Subsidiaries, (i) a letter of transmittal (which shall specify that delivery of the Certificates shall be effectiveeffected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Exchange Agent and which shall be in such the form and shall have such other provisions as Acquiror and Newco shall reasonably Parent may specify) and (ii) instructions instruc tions for use in effecting the surrender of the Certificates in exchange for (A) a certificate or certificates representing that number of whole Parent Shares if any, into which the number of shares of Common Stock previously represented by such Certificate or Certificates shall have been converted pursuant to Section 2.2 and (B) the amount of cash, if any, into which all or a portion of the number of shares of Common Stock previously represented by such Certificate or Certificates shall have been converted pursuant to Section 2.2 (which instructions shall provide that at the election of the surrendering holder, Certificates may be surrendered, and the Merger StockConsideration in exchange therefor collected, by hand delivery). Upon surrender of a Certificate for cancellation to the Exchange Agent, together with such a letter of transmittal duly properly completed and validly executed in accordance with the instructions thereto, and such other documents as may be reasonably required by the Exchange Agentpursuant to such instruc tions, the holder of such Certificate shall be entitled to receive in exchange therefor certificates representing the shares Merger Consideration for each share of Merger Common Stock that formerly represented by such holder has the right to receive pursuant to the terms hereof (together with any dividend or distribution with respect thereto made after the Effective Time to the extent provided in Section 1.05 hereof and any cash paid in lieu of fractional shares pursuant to Section 1.06)Certificate, and the Certificate so surrendered shall be canceledforthwith cancelled. In The Exchange Agent shall promptly accept such Certificates upon compliance with such reasonable terms and conditions as the event of a transfer of ownership of Company Stock that is not registered Exchange Agent may impose to effect an orderly exchange thereof in accordance with customary exchange practices. No interest shall accrue on the stock transfer records Merger Consideration (or the cash payable as described in Section 2.5(c) and (d) below) payable upon the surrender of the CompanyCertificates for the benefit of, a certificate representing or be paid to, the proper number holders of shares of Merger Stock may be issued to a transferee if the Certificate representing such Company Stock is presented to the Exchange Agent, accompanied by all documents required to evidence and effect such transfer and by evidence reasonably satisfactory to Acquiror and Newco that any applicable stock transfer tax has been paidCertificates. (c) After No dividends or other distributions with respect to Parent Shares with a record date on or after the Effective Time shall be paid to the holder of any unsurrendered Certificate with respect to the Parent Shares represented thereby by reason of the conversion of shares of Common Stock pursuant to Sections 2.2, 2.3 and 2.4 and no cash payment in lieu of fractional Parent Shares shall be paid to any such holder pursuant to Section 2.5(d) until such Certificate is surrendered in accordance with this Article II. Subject to the effect of applicable Laws (as defined in Section 4.5(a)), following surrender of any such Certificate, there shall be paid, without interest, to the Person in whose name the Parent Shares representing such securities are registered (i) at the time of such surrender, the amount of any cash payable in lieu of fractional Parent Shares to which such holder is entitled pursuant to Section 2.5(d) and the proportionate amount of dividends or other distributions with a record date after the Effective Time theretofore paid with respect to Parent Shares issued upon conversion of Common Stock, and (ii) at the appropriate payment date or as promptly as practicable thereafter, the proportionate amount of dividends or other distributions, with (x) a record date with respect thereto after the Effective Time, each outstanding Certificate which theretofore represented shares of Company Stock shall, until surrendered for exchange in accordance with this Section 1.04, be deemed for all purposes to evidence the number of full shares of Merger Stock into which the shares of Company Stock (which, but prior to the Effective Timesuch surrender, were represented therebyand (y) shall have been so converteda payment date subsequent to such surrender, payable with respect to such Parent Shares. (d) Except Notwithstanding any other provision hereof, no fraction of a Parent Share will be issued and no dividend or other distribution, stock split or interest with respect to Parent Shares shall relate to any fractional Parent Share, and such fractional interest shall not entitle the owner thereof to vote or to any rights as otherwise expressly provided herein, the Surviving Corporation shall pay all charges and expenses, including those a security holder of the Exchange AgentParent Shares. In lieu of any such fractional security, in connection with the exchange each holder of shares of Common Stock otherwise entitled to a fraction of a Parent Share in accordance with the provisions of this Section 2.5 will be entitled to receive from the Exchange Agent a cash payment in an amount equal to the product of (i) such fractional part of a Parent Share multiplied by (ii) the closing price for a Parent Share on the NYSE Composite Tape on the date of the Effective Time or, if such date is not a business day, the business day immediately following the date on which the Effective Time occurs. (e) Any portion of the Merger Stock for shares of Company Stock. Any Merger Stock Consideration deposited with the Exchange Agent that pursuant to this Section 2.5 (the "Exchange Fund") which remains unclaimed by undistributed to the former stockholders holders of the Company after Certificates for six months following after the Effective Time shall be delivered to the Surviving CorporationParent or its designee, upon demand, and any former stockholders holders of shares of Common Stock prior to the Company Merger who have not then theretofore complied with the instructions for exchanging their Certificates this Article II shall thereafter look for payment of their claim, as general creditors thereof, only to Parent for their claim for (i) cash, if any, (ii) Parent Shares, if any, (iii) any cash without interest, to be paid, in lieu of any fractional Parent Shares and (iv) any dividends or other distributions with respect to Parent Shares to which such holders may be entitled in accordance with the Surviving Corporation for the exchange provisions of Certificates. (e) Effective upon the Closing Date, the stock transfer books of the Company shall be closed, and there shall be no further registration of transfers of shares of Company Stock thereafter on the records of the Companythis Section 2.5. (f) All Merger Stock issued upon conversion None of Parent, Acquisition Sub, the Company or the Exchange Agent shall be liable to any Person in respect of any Parent Shares or cash held in the Exchange Fund (and any cash, dividends and other distributions payable in respect thereof) delivered to a public official pursuant to any applicable abandoned property, escheat or similar Law. (g) At Parent's sole discretion, the Exchange Agent shall invest any cash included in the Exchange Fund. Any interest and other income resulting from such investments shall be paid to Parent or its designee. Nothing contained in this Section 2.5(g) shall relieve Parent or the Exchange Agent from making the payments required by this Article II to be made to the holders of shares of Company Stock in accordance with the terms hereof shall be deemed to have been issued in full satisfaction of all rights pertaining to such shares of Company Common Stock.

Exchange of Certificates. (a) Prior to the Closing DateDendreon shall authorize Mellon Investor Services LLC, the Company shall retain a bank or trust company such other firm as is reasonably acceptable to Acquiror Corvas, to act serve as exchange agent hereunder (the "Exchange Agent") ). Promptly after the Effective Time, Dendreon shall deposit or shall cause to be deposited in connection trust with the surrender Exchange Agent certificates representing the number of certificates evidencing whole shares of Company Dendreon Common Stock converted into to which the holders of Corvas Common Stock are entitled pursuant to this Article II, together with cash sufficient to pay for fractional shares then known to Dendreon (such cash amounts and certificates being hereinafter referred to as the "Exchange Fund"). The Exchange Agent shall, pursuant to irrevocable instructions received from Dendreon, deliver the number of shares of Acquiror Dendreon Common Stock pursuant and pay the amounts of cash provided for in Section 2.01 out of the Exchange Fund. Additional amounts of cash, if any, needed from time to time by the MergerExchange Agent to make payments for fractional shares shall be provided by Dendreon and shall become part of the Exchange Fund. Prior The Exchange Fund shall not be used for any other purpose, except as provided in this Agreement, or as otherwise agreed to by Dendreon, Sub, and Corvas prior to the Effective Time, Acquiror shall deposit with the Exchange Agent the shares of Acquiror Common Stock to be issued in the Merger, which shares (collectively, the "Merger Stock") shall be deemed to be issued at the Effective Time. At and following the Effective Time, the Surviving Corporation shall deliver to the Exchange Agent such cash as may be required, from time to time, to make payments of cash in lieu of fractional shares in accordance with Section 1.06 hereof. (b) As soon as practicable after the Effective Time, the Exchange Agent shall mail and otherwise make available to each person who wasrecord holder who, at as of the Effective Time, was a holder of record a Certificate a form of a certificate or certificates that immediately prior to the Effective Time evidenced Outstanding Company Stock (collectively, the "Certificates"), other than the Company, Newco or any of their respective Subsidiaries, (i) a letter of transmittal (which shall specify that delivery and instructions for use in effecting the surrender of the Certificates Certificate for payment therefor and conversion thereof. Delivery shall be effectiveeffected, and risk of loss and title to the Certificates Certificate shall pass, only upon proper delivery of the Certificates Certificate to the Exchange Agent and which the form of letter of transmittal shall be in such form and shall have such other provisions as Acquiror and Newco shall reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for certificates representing the Merger Stockso reflect. Upon surrender of a Certificate for cancellation to the Exchange AgentAgent of a Certificate, together with such letter of transmittal duly executed and such other documents as may be required by the Exchange Agentexecuted, the holder of such Certificate shall be entitled to receive in exchange therefor (i) one or more certificates as requested by the holder (properly issued, executed, and countersigned, as appropriate) representing the that number of whole shares of Merger Dendreon Common Stock that to which such holder has the right to receive of Corvas Common Stock shall have become entitled pursuant to the terms hereof provisions of Section 2.01, and (together with ii) as to any dividend or distribution with respect thereto made after fractional share, a check representing the Effective Time cash consideration to the extent provided in Section 1.05 hereof and any cash paid in lieu of fractional shares which such holder shall have become entitled pursuant to Section 1.06), 2.01(d) and the Certificate so surrendered shall forthwith be canceled. In No interest will be paid or accrued on the event of a transfer of ownership of Company Stock that is not registered in the stock transfer records cash payable upon surrender of the Company, Certificate. Dendreon shall pay any transfer or other taxes required by reason of the issuance of a certificate representing the proper number of shares of Merger Dendreon Common Stock may provided that such certificate is issued in the name of the person in whose name the Certificate surrendered in exchange therefor is registered; provided, however, that Dendreon shall not pay any transfer or other tax if the obligation to pay such tax under applicable law is solely that of the stockholder or if payment of any such tax by Dendreon otherwise would cause the Combination to fail to qualify as a reorganization under the Code. If any portion of the consideration to be received pursuant to this Article II upon exchange of a Certificate (whether the consideration to be received is a certificate representing shares of Dendreon Common Stock or a check representing cash for a fractional share) is to be issued or paid to a transferee if person other than the person in whose name the Certificate surrendered in exchange therefor is registered, it shall be a condition of such issuance and payment that the Certificate so surrendered shall be properly endorsed or otherwise in proper form for transfer and that the person requesting such exchange shall pay in advance any transfer or other taxes required by reason of the issuance of a certificate representing shares of Dendreon Common Stock or a check representing cash for a fractional share to such Company Stock is presented other person, or establish to the satisfaction of the Exchange Agent, accompanied by all documents required to evidence and effect Agent that such transfer and by evidence reasonably satisfactory to Acquiror and Newco that any applicable stock transfer tax has been paid. (c) After paid or that no such tax is applicable. From the Effective Time, each outstanding Certificate which theretofore represented shares of Company Stock shall, Time until surrendered for exchange surrender in accordance with this Section 1.042.03, each Certificate (other than Certificates representing treasury shares of Corvas) shall be deemed deemed, for all corporate purposes other than the payment of dividends or other distributions, to evidence the ownership of the number of full whole shares of Merger Dendreon Common Stock into which the such shares of Company Corvas Common Stock (which, prior to the Effective Time, were represented thereby) shall have been so converted. (d) Except as . No dividends that are otherwise expressly provided hereinpayable on Dendreon Common Stock will be paid to persons entitled to receive Dendreon Common Stock until such persons surrender their Certificates. After such surrender, there shall be paid to the Surviving Corporation person in whose name the Dendreon Common Stock shall pay all charges be issued any dividends on such Dendreon Common Stock that shall have a record date on or after the Effective Time and expensesprior to such surrender. If the payment date for any such dividend is after the date of such surrender, including those of such payment shall be made on such payment date. In no event shall the Exchange Agent, persons entitled to receive such dividends be entitled to receive interest on such dividends. All payments in connection with the exchange respect of shares of Merger Corvas Common Stock for shares of Company Stock. Any Merger Stock deposited with the Exchange Agent that remains unclaimed by the former stockholders of the Company after six months following the Effective Time shall be delivered to the Surviving Corporation, upon demand, and any former stockholders of the Company who have not then complied with the instructions for exchanging their Certificates shall thereafter look only to the Surviving Corporation for the exchange of Certificates. (e) Effective upon the Closing Date, the stock transfer books of the Company shall be closed, and there shall be no further registration of transfers of shares of Company Stock thereafter on the records of the Company. (f) All Merger Stock issued upon conversion of shares of Company Stock are made in accordance with the terms hereof shall be deemed to have been issued made in full satisfaction of all rights pertaining to such securities. (c) In case of any lost, mislaid, stolen, or destroyed Certificate, the holder thereof may be required, as a condition precedent to the delivery to such holder of the consideration described in Section 2.01 and in accordance with Section 167 of the Delaware Law, to deliver to Dendreon a bond in such reasonable sum as Dendreon may direct as indemnity against any claim that may be made against the Exchange Agent, Dendreon, or the Continuing Corporation with respect to the Certificate alleged to have been lost, mislaid, stolen, or destroyed. (d) After the Effective Time, there shall be no transfers on the stock transfer books of the Continuing Corporation of the shares of Company StockCorvas Common Stock that were outstanding immediately prior to the Effective Time. If, after the Effective Time, Certificates are presented to the Continuing Corporation for transfer, they shall be canceled and exchanged for the consideration described in Section 2.01. After the Effective Time, the shares of Corvas Common Stock shall be delisted from the Nasdaq National Market. (e) Any portion of the Exchange Fund that remains unclaimed by the stockholders of Corvas for six months after the Effective Time shall be returned to Dendreon, upon demand, and any holder of Corvas Common Stock who has not theretofore complied with Section 2.03(b) shall thereafter look only to Dendreon for issuance of the number of shares of Dendreon Common Stock and other consideration to which such holder has become entitled pursuant to Section 2.01, provided, however, that neither the Exchange Agent nor any party hereto shall be liable to a holder of shares of Corvas Common Stock for any amount required to be paid to a public official pursuant to any applicable abandoned property, escheat, or similar law.

Exchange of Certificates. (a) Prior to the Closing DateEffective Time, the Company Parent shall retain appoint a commercial bank or trust company reasonably acceptable satisfactory to Acquiror the Company to act as exchange agent in the Merger (the "Exchange AgentEXCHANGE AGENT") in connection with the surrender of certificates evidencing shares of Company Stock converted into shares of Acquiror Common Stock pursuant to the Merger). Prior At or prior to the Effective Time, Acquiror Parent shall deposit with the Exchange Agent Agent, in trust for the benefit of holders of shares of Acquiror the Company Stock, the Merger Consideration issuable pursuant to Section 2.1 in exchange for outstanding shares of Company Stock in the Merger pursuant to Section 2.1. Parent agrees to make available to the Exchange Agent from time to time, as needed, cash sufficient to pay cash in lieu of fractional shares pursuant to Section 2.5 and any dividends and other distributions pursuant to Section 2.4. (b) At the Effective Time, the stock transfer books of the Company shall be closed and thereafter there shall be no further registration of transfers of the Company Stock on the records of the Company. From and after the Effective Time, the holders of Certificates representing ownership of the Company Stock outstanding immediately prior to the Effective Time shall cease to have rights with respect to such Company Stock, except as otherwise provided for herein. The shares of Parent Common Stock to be issued and Parent Voting Preferred Stock issuable in the Merger, which shares (collectively, the "Merger Stock") shall be deemed to be have been issued at the Effective Time. At and following On or after the Effective Time, the Surviving Corporation shall deliver any Certificates presented to the Exchange Agent such cash as may or Parent for any reason shall be requiredconverted into the applicable Merger Consideration with respect to the shares of Company Stock formerly represented thereby, from time to time, to make payments of any cash in lieu of fractional shares in accordance with of Parent Common Stock to which the holders thereof are entitled pursuant to Section 1.06 hereof2.5 and any dividends or other distributions to which the holders thereof are entitled pursuant to Section 2.4 without interest. (bc) As soon as reasonably practicable after the Effective Time, Parent and the Surviving Corporation shall cause the Exchange Agent shall to mail to each person who was, at the Effective Time, a holder of record of a certificate or certificates that immediately prior to the Effective Time evidenced Outstanding Company Stock (collectively, the "Certificates"), other than the Company, Newco or any of their respective Subsidiaries, Certificate (i) a letter of transmittal (which shall specify that delivery of the Certificates shall be effectiveeffected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Agent Agent, and which letter shall be in such form and shall have such other provisions as Acquiror and Newco shall the Company may reasonably specify) , and (ii) instructions for use in effecting the surrender of the such Certificates in exchange for certificates representing the Merger StockConsideration. Upon surrender of a Certificate for cancellation to the Exchange Agent, Agent together with such letter of transmittal transmittal, duly executed and completed in accordance with the instructions thereto, and such other documents as may reasonably be required by the Exchange Agent, the holder of such Certificate shall be entitled to receive in exchange therefor certificates representing the (A) shares of Merger Parent Common Stock or Parent Voting Preferred Stock, as the case may be, representing, in the aggregate, the whole number of shares that such holder has the right to receive pursuant to Section 2.1, and (B) a check in the amount equal to the cash that such holder has the right to receive pursuant to the terms hereof provisions of this Article II, including cash in lieu of any fractional shares of applicable Parent Common Stock pursuant to Section 2.5 and any dividends or other distributions pursuant to Section 2.4 (together with after giving effect to any dividend required tax withholdings from cash payments), and in each case the Certificate so surrendered shall forthwith be canceled. No interest will be paid or distribution will accrue on any cash payable pursuant to this Article II, including cash payable pursuant to Section 2.4 or Section 2.5. (d) If any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person claiming such Certificate to be lost, stolen or destroyed and the agreement by such Person to provide an indemnity against any claim that may be made against it, the Surviving Corporation or the Exchange Agent with respect thereto made after to such Certificate, the Effective Time Exchange Agent will deliver in exchange for such lost, stolen or destroyed Certificate the applicable Merger Consideration with respect to the extent provided in Section 1.05 hereof and shares of Company Stock formerly represented thereby, any cash paid in lieu of fractional shares of Parent Common Stock, and unpaid dividends and distributions on shares of Parent Common Stock or Parent Voting Preferred Stock deliverable in respect thereof, pursuant to Section 1.06), and the Certificate so surrendered shall be canceled. In the event of a transfer of ownership of Company Stock that is not registered in the stock transfer records of the Company, a certificate representing the proper number of shares of Merger Stock may be issued to a transferee if the Certificate representing such Company Stock is presented to the Exchange Agent, accompanied by all documents required to evidence and effect such transfer and by evidence reasonably satisfactory to Acquiror and Newco that any applicable stock transfer tax has been paidthis Agreement. (c) After the Effective Time, each outstanding Certificate which theretofore represented shares of Company Stock shall, until surrendered for exchange in accordance with this Section 1.04, be deemed for all purposes to evidence the number of full shares of Merger Stock into which the shares of Company Stock (which, prior to the Effective Time, were represented thereby) shall have been so converted. (d) Except as otherwise expressly provided herein, the Surviving Corporation shall pay all charges and expenses, including those of the Exchange Agent, in connection with the exchange of shares of Merger Stock for shares of Company Stock. Any Merger Stock deposited with the Exchange Agent that remains unclaimed by the former stockholders of the Company after six months following the Effective Time shall be delivered to the Surviving Corporation, upon demand, and any former stockholders of the Company who have not then complied with the instructions for exchanging their Certificates shall thereafter look only to the Surviving Corporation for the exchange of Certificates. (e) Effective upon the Closing Date, the stock transfer books of the Company shall be closed, and there shall be no further registration of transfers of shares of Company Stock thereafter on the records of the Company. (f) All Merger Stock issued upon conversion of shares of Company Stock in accordance with the terms hereof shall be deemed to have been issued in full satisfaction of all rights pertaining to such shares of Company Stock.

Exchange of Certificates. (a) Prior to receiving any portion of the Closing DateEquity Consideration, the Company shall retain a bank or trust company reasonably acceptable to Acquiror to act as exchange agent (the "Exchange Agent") in connection with the surrender of certificates evidencing shares of Company Stock converted into shares of Acquiror Common Stock pursuant to the Merger. Prior to the Effective Time, Acquiror shall deposit with the Exchange Agent the shares of Acquiror Common Stock to be issued in the Merger, which shares (collectively, the "Merger Stock") shall be deemed to be issued at the Effective Time. At and following the Effective Time, the Surviving Corporation shall deliver to the Exchange Agent such cash as may be required, from time to time, to make payments of cash in lieu of fractional shares in accordance with Section 1.06 hereof. (b) As soon as practicable after the Effective Time, the Exchange Agent shall mail to each person who was, at the Effective Time, a holder of record of a certificate or certificates that immediately prior to the Effective Time evidenced Outstanding Company Stock represented issued and outstanding shares of Nuprim common stock (collectively, the "“Certificates"), other than the Company, Newco or any of their respective Subsidiaries, (i”) a letter of transmittal (which shall specify that delivery of the Certificates shall be effective, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Agent and which shall be in such form and shall have delivered to Nuprim Shareholders’ Representative the Certificates, if any, held of record by such other provisions as Acquiror and Newco shall reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for certificates representing the Merger Stockholder. Upon surrender of a Certificate for cancellation to the Exchange Agent, together with such letter of transmittal duly executed and such other documents as may be required by the Exchange AgentCertificate, the holder of such Certificate shall be entitled to receive in exchange therefor certificates representing the consideration into which the shares of Merger Stock that represented by such holder has the right to receive pursuant to the terms hereof (together with any dividend or distribution with respect thereto made after the Effective Time to the extent provided in Section 1.05 hereof and any cash paid in lieu of fractional shares Certificate shall have been converted pursuant to Section 1.06)3.2, and the Certificate so surrendered shall be canceled. In the event If any Certificate evidencing any share of Nuprim common stock shall have been lost, stolen or destroyed, Nuprim Shareholders’ Representative may, in its discretion and as a transfer of ownership of Company Stock that is not registered in the stock transfer records of the Company, a certificate representing the proper number of shares of Merger Stock may be issued to a transferee if the Certificate representing such Company Stock is presented condition precedent to the Exchange Agentissuance of any consideration pursuant to Section 3.2, accompanied by all documents required require the owner of such lost, stolen or destroyed Certificate to evidence and effect provide an appropriate affidavit with respect to such transfer and by evidence reasonably satisfactory to Acquiror and Newco that any applicable stock transfer tax has been paidCertificate. (cb) After All Equity Consideration paid upon the Effective Time, each outstanding Certificate which theretofore represented shares surrender of Company Stock shall, until surrendered for exchange Certificates in accordance with the terms of this Section 1.04, Article II shall be deemed for to have been exchanged and paid in full satisfaction of all purposes rights pertaining to evidence the number of full shares of Merger Stock into which the shares of Company Stock (which, prior to the Effective Time, were represented thereby) shall have been so converted. (d) Except as otherwise expressly provided herein, the Surviving Corporation shall pay all charges and expenses, including those of the Exchange Agent, in connection with the exchange of shares of Merger Stock for shares of Company Stock. Any Merger Stock deposited with the Exchange Agent that remains unclaimed by the former stockholders of the Company after six months following the Effective Time shall be delivered to the Surviving Corporation, upon demand, and any former stockholders of the Company who have not then complied with the instructions for exchanging their such Certificates shall thereafter look only to the Surviving Corporation for the exchange of Certificates. (e) Effective upon the Closing Date, the stock transfer books of the Company shall be closed, and there shall be no further registration of transfers on the stock transfer books of the Surviving Corporation of the shares of Company Stock thereafter on stock that were issued and outstanding immediately prior to the records Effective Time of the CompanyMerger. If, after the Effective Time, Certificates are presented to the Surviving Corporation for any reason, they shall be canceled and exchanged for the portion of the Equity Consideration as provided in this Article II. (fc) All Merger Stock issued upon conversion of shares of Company Stock in accordance with Nuprim Shareholders’ Representative, Motif, Nuprim, or the terms hereof Surviving Corporation (as appropriate) shall be deemed entitled to have deduct and withhold from consideration otherwise payable pursuant to this Agreement to any Person such amounts as are required to be deducted and withheld with respect to the making of such payment under the Code, or any provision of state, local or foreign Laws. To the extent that amounts are so withheld, such withheld amounts shall be treated for all purposes of this Agreement as having been issued in full satisfaction of all rights pertaining paid to such shares Person in respect of Company Stockwhich such deduction and withholding was made.

Exchange of Certificates. (a) Prior to the Closing DateEffective Time, the Company Purchaser shall retain designate a bank or trust company who shall be reasonably acceptable satisfactory to Acquiror the Company to act as exchange paying agent in the Merger (the "Exchange AgentEXCHANGE AGENT") in connection with the surrender of certificates evidencing shares of Company Stock converted into shares of Acquiror Common Stock pursuant to the Merger. Prior ), and on or prior to the Effective Time, Acquiror Purchaser shall deposit with make available, or cause the Surviving Corporation to make available, to the Exchange Agent, cash in an amount necessary for the payment of the Merger Consideration as provided in SECTION 2.8 upon surrender of certificates representing Shares (the "CERTIFICATES") as part of the Merger. Funds made available to the Exchange Agent the shares of Acquiror Common Stock to be issued in the Merger, which shares (collectively, the "Merger Stock") shall be deemed to be issued at invested by the Effective Time. At and following Exchange Agent as directed by Acquisition Sub or, after the Effective Time, the Surviving Corporation Corporation, provided that such investments shall deliver only be in obligations of or guaranteed by the United States of America, in commercial paper obligations rated A-1 or P-1 or better by ▇▇▇▇▇'▇ Investors Service, Inc. or Standard & Poor's Corporation, respectively, or in certificates of deposit, bank repurchase agreements or banker's acceptances of commercial banks with capital exceeding $1 billion (it being understood that any and all interest or income earned on funds made available to the Exchange Agent such cash as may pursuant to this Agreement shall be required, from time turned over to time, to make payments of cash in lieu of fractional shares in accordance with Section 1.06 hereofPurchaser). (b) As soon as practicable after the Effective Time, the Exchange Agent shall mail to each person who was, at the Effective Time, a holder of record of a certificate or certificates that immediately prior to the Effective Time evidenced Outstanding Company Stock (collectively, the "Certificates"), other than the Company, Newco or any of their respective Subsidiaries, (i) Certificate a letter of transmittal (which shall specify that delivery of the Certificates shall be effectiveeffected, and risk of loss and title to the Certificates shall pass, only upon actual and proper delivery of the Certificates to the Exchange Agent and which Agent, shall be in such form and shall have such other provisions as Acquiror and Newco shall reasonably specify) and (ii) contain instructions for use in effecting the surrender of the Certificates in exchange for certificates representing payment of the Merger StockConsideration and shall be in such form and contain such other provisions as Purchaser and the Company may reasonably specify (together, the "TRANSMITTAL DOCUMENTS")). Upon surrender of a Certificate for cancellation to the Exchange Agent, together with such letter of transmittal duly executed and such other documents as may be required by the Exchange AgentTransmittal Documents, the holder of such Certificate shall be entitled to receive in exchange therefor certificates representing (as promptly as practicable) the shares Merger Consideration in respect of Merger Stock that all Shares formerly represented by such Certificate which such holder has the right to receive pursuant receive, as set forth in SECTION 2.8. The Certificate(s) so surrendered shall forthwith be canceled. All cash paid upon the surrender of Certificates in accordance with the terms of this ARTICLE III shall be deemed to have been paid in full satisfaction of all rights pertaining to the terms hereof Shares theretofore represented by such Certificates. Until surrendered in accordance with the provisions of and as contemplated by this SECTION 3.2, any Certificate (together with other than Certificates representing Shares subject to SECTIONS 2.8(c) and other than Dissenting Shares, if applicable) shall be deemed at any dividend or distribution with respect thereto made time after the Effective Time to represent only the extent provided in Section 1.05 hereof and any cash paid in lieu of fractional shares pursuant right to Section 1.06), and receive the Certificate so surrendered shall be canceled. In the event of a transfer of ownership of Company Stock that is not registered in the stock transfer records of the Company, a certificate representing the proper number of shares of Merger Stock may be issued to a transferee if the Certificate representing such Company Stock is presented to the Exchange Agent, accompanied by all documents required to evidence and effect such transfer and by evidence reasonably satisfactory to Acquiror and Newco that any applicable stock transfer tax has been paidConsideration. (c) After At the Effective Time, each outstanding Certificate which theretofore represented shares of Company Stock shall, until surrendered for exchange in accordance with this Section 1.04, be deemed for all purposes to evidence the number of full shares of Merger Stock into which the shares of Company Stock (which, prior to the Effective Time, were represented thereby) shall have been so converted. (d) Except as otherwise expressly provided herein, the Surviving Corporation shall pay all charges and expenses, including those of the Exchange Agent, in connection with the exchange of shares of Merger Stock for shares of Company Stock. Any Merger Stock deposited with the Exchange Agent that remains unclaimed by the former stockholders of the Company after six months following the Effective Time shall be delivered to the Surviving Corporation, upon demand, and any former stockholders of the Company who have not then complied with the instructions for exchanging their Certificates shall thereafter look only to the Surviving Corporation for the exchange of Certificates. (e) Effective upon the Closing Date, the stock transfer books of the Company shall be closed, closed and there shall not be no any further registration of transfers of any shares of Company Stock capital stock thereafter on the records of the Company. If, after the Effective Time, Certificates are presented to the Surviving Corporation or its transfer agent, they shall be canceled and exchanged for the consideration provided for, and in accordance with the procedures set forth, in this ARTICLE III. No interest shall accrue or be paid on or with respect to any cash payable upon the surrender of a Certificate or Certificates which immediately before the Effective Time represented outstanding Shares. (d) From and after the Effective Time, the holders of Certificates evidencing ownership of Shares outstanding immediately prior to the Effective Time shall cease to have any rights with respect to such Shares except as otherwise provided herein or by applicable law. (e) If any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person claiming such Certificate to be lost, stolen or destroyed, the Surviving Corporation shall pay or cause to be paid in exchange for such lost, stolen or destroyed Certificate the Merger Consideration, in accordance with SECTION 2.8, for Shares represented thereby. When authorizing such payment of any portion of the Merger Consideration in exchange therefor, the Board of Directors of the Surviving Corporation may, in its discretion and as a condition precedent to the payment thereof, require the owner of such lost, stolen or destroyed Certificate to execute and deliver to the Surviving Corporation an indemnity agreement, in form acceptable to the Surviving Corporation, pursuant to which such owner agrees to indemnify the Surviving Corporation against any claim that may be made against the Surviving Corporation with respect to the Certificate alleged to have been lost, stolen or destroyed. (f) All Merger Stock issued upon conversion of shares of Company Stock in accordance with Promptly following the terms hereof date which is six months after the Effective Time, the Surviving Corporation shall be deemed entitled to require the Exchange Agent to deliver to it any cash (including any interest received with respect thereto), Certificates and other documents in its possession relating to the Transactions, which had been made available to the Exchange Agent and which have not been issued disbursed to holders of Certificates, and thereafter such holders shall be entitled to look to the Surviving Corporation (subject to abandoned property, escheat or similar laws) only as general creditors thereof with respect to any portion of the Merger Consideration payable upon due surrender of their Certificates, without any interest thereon. (g) Subject to ARTICLE II, the Merger Consideration paid in full satisfaction the Merger, if any, shall be net to the holder of Shares in cash, subject to reduction only for any applicable federal withholding taxes or stock transfer taxes payable by such holder. (h) Notwithstanding anything to the contrary in this SECTION 3.2, none of the Exchange Agent, Purchaser or the Surviving Corporation shall be liable to any holder of a Certificate formerly representing Shares for any amount properly delivered to a public official pursuant to any applicable abandoned property, escheat or similar law. If Certificates are not surrendered prior to two years after the Effective Time, unclaimed funds payable with respect to such Certificates shall, to the extent permitted by applicable law, become the property of the Surviving Corporation, free and clear of all rights pertaining to such shares claims or interest of Company Stockany Person previously entitled thereto.

Exchange of Certificates. (a) Prior to the Closing DateEffective Time, the Company Parent shall retain appoint a bank or trust company reasonably acceptable satisfactory to Acquiror the Company to act as exchange agent in the Merger (the "Exchange Agent") in connection ). Parent shall issue and cause to be deposited with the surrender of certificates evidencing shares of Company Stock converted into shares of Acquiror Common Stock pursuant Exchange Agent (by instruction to the Merger. Prior to Parent's transfer agent), promptly after the Effective Time, Acquiror shall deposit certificates representing the shares of Parent Common Stock issuable pursuant to Section 3.1 (or make appropriate alternative arrangements if uncertificated shares of Parent Common Stock represented by a book entry will be issued), including the shares covered by Section 3.1(c). The shares of Parent Common Stock so deposited with the Exchange Agent the shares of Acquiror Common Stock are referred to be issued in the Merger, which shares (collectively, collectively as the "Merger StockExchange Fund.") shall be deemed to be issued at the Effective Time. At and following the Effective Time, the Surviving Corporation shall deliver to the Exchange Agent such cash as may be required, from time to time, to make payments of cash in lieu of fractional shares in accordance with Section 1.06 hereof. (b) As soon as practicable after the Effective Time, the Parent shall cause the Exchange Agent shall to mail to each person who was, at the Effective Time, a holder record holders of record of a certificate or certificates that immediately prior to the Effective Time evidenced Outstanding Company Common Stock (collectively, the "Certificates"), other than the Company, Newco or any of their respective Subsidiaries, (i) a letter of transmittal in customary form and containing such provisions as Parent may reasonably specify (which shall specify including a provision confirming that delivery of the Certificates shall be effectiveeffected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Company Stock Certificates to the Exchange Agent and which shall be or, in such form and shall have such other provisions as Acquiror and Newco shall reasonably specify) the case of Book Entry Shares, upon adherence to the procedures set forth in the letter of transmittal), and (ii) instructions for use in effecting the surrender of the such holder's Company Stock Certificates and Book Entry Shares in exchange for certificates representing Parent Common Stock (or appropriate alternative arrangements if uncertificated shares of Parent Common Stock represented by a book entry will be issued), any unpaid dividends and distributions declared or made with respect to Parent Common Stock with a record date after the Merger StockEffective Time, and any cash in lieu of fractional shares payable in accordance with Section 3.1(c). Exchange of any Book Entry Shares shall be effected in accordance with the Exchange Agent's customary procedures with respect to securities represented by book entry. Upon surrender of a Company Stock Certificate for cancellation or Book Entry Share to the Exchange AgentAgent for exchange, together with such a duly executed letter of transmittal duly executed and such other documents as may be reasonably required by the Exchange AgentAgent or Parent, the holder of such Company Stock Certificate or Book Entry Share shall be entitled to receive in exchange therefor certificates a certificate representing the number of whole shares of Merger Parent Common Stock (or uncertificated shares of Parent Common Stock represented by a book entry) that such holder has the right to receive pursuant to the terms hereof provisions of Section 3.1 (together with any dividend or distribution with respect thereto made after the Effective Time to the extent provided in Section 1.05 hereof and any cash paid in lieu of any fractional shares pursuant to share of Parent Common Stock payable in accordance with Section 1.063.1(c), and the ). The Company Stock Certificate or Book Entry Share so surrendered shall be canceled. In the event of a transfer of ownership of Until surrendered as contemplated by this Section 3.3, each Company Stock that is not registered Certificate or Book Entry Share shall be deemed, from and after the Effective Time, to represent only the right to receive shares of Parent Common Stock (and cash in lieu of any fractional share of Parent Common Stock payable in accordance with Section 3.1(c)) as contemplated by Section 3.1 and this Section 3.3. If any Company Stock Certificate shall have been lost, stolen, or destroyed, Parent or the stock transfer records Exchange Agent may, in its discretion and as a condition precedent to the issuance of the Company, a any certificate representing Parent Common Stock, require the proper number owner of shares such lost, stolen, or destroyed Company Stock Certificate to provide an appropriate affidavit of Merger Stock loss and to deliver a bond (in such sum as Parent or the Exchange Agent may reasonably direct) as indemnity against any claim that may be issued to a transferee if the Certificate representing such Company Stock is presented to made against the Exchange Agent, accompanied by all documents required Parent, or the Surviving Entity with respect to evidence and effect such transfer and by evidence reasonably satisfactory to Acquiror and Newco that any applicable stock transfer tax has been paidCompany Stock Certificate. (c) After No dividends or other distributions declared or made with respect to Parent Common Stock with a record date after the Effective Time, each outstanding Time shall be paid to the holder of any unsurrendered Company Stock Certificate which theretofore represented or Book Entry Share with respect to the shares of Parent Common Stock that such holder has the right to receive in the Merger until such holder surrenders such Company Stock shall, until surrendered for exchange Certificate or Book Entry Shares in accordance with this Section 1.043.3 (at which time such holder shall be entitled, be deemed for all purposes to evidence the number of full shares of Merger Stock into which the shares of Company Stock (which, prior subject to the Effective Timeeffect of applicable escheat law or similar Law, were represented thereby) shall have been so convertedto receive all such dividends and distributions, without interest). (d) Except as otherwise expressly provided herein, the Surviving Corporation shall pay all charges and expenses, including those Any portion of the Exchange Agent, in connection with Fund or the exchange of shares of Merger Stock for shares Fractional Shares Trust that remains undistributed to holders of Company Stock. Any Merger Stock deposited with the Exchange Agent that remains unclaimed by the former stockholders Certificates or Book Entry Shares as of the Company date one year after six months following the Effective Time shall be delivered to the Surviving Corporation, Parent upon demand, and any former stockholders holders of the Company Stock Certificates or Book Entry Shares who have not then complied theretofore surrendered their Company Stock Certificates or Book Entry Shares in accordance with the instructions for exchanging their Certificates this Section 3.3 shall thereafter look only to the Surviving Corporation Entity for the exchange satisfaction of Certificatestheir claims for Parent Common Stock or cash in lieu of fractional shares of Parent Common Stock payable in accordance with Section 3.1(c) and any dividends or distributions with respect to Parent Common Stock, in each case without interest thereon. (e) Effective upon the Closing Date, the stock transfer books Each of the Company Exchange Agent, Parent, and the Surviving Entity shall be closedentitled to deduct and withhold from any consideration payable or otherwise deliverable pursuant to this Agreement to any holder or former holder of Company Common Stock such amounts as are required to be deducted or withheld therefrom under the Code or any provision of United States state or local Tax Law or non-United States Tax Law or under any other applicable Law. The right to deduct and withhold any consideration shall include the right to sell or otherwise dispose of any such consideration to satisfy any requirement of applicable Tax Law. To the extent such amounts are so deducted or withheld, such withheld amounts shall be (i) paid over to the appropriate Governmental Authority by the Exchange Agent, Parent or the Surviving Entity, as applicable, and there (ii) treated for all purposes under this Agreement as having been paid to the Person to whom such amounts would otherwise have been paid; provided, that any consideration payable or otherwise deliverable pursuant to this Agreement that is retained and sold or otherwise disposed of pursuant to this Section 3.3(e) shall be no further registration treated as having been transferred to the Person entitled to receive such payment pursuant to this clause (ii) and then as having been transferred to the Exchange Agent, Parent or the Surviving Entity, as applicable, followed by a sale or other disposition of transfers of shares of Company Stock thereafter such property by the Exchange Agent, Parent or the Surviving Entity, as applicable, on the records behalf of the Companyrecipient. (f) All None of Parent, Merger Stock issued upon conversion Sub, the Company, the Surviving Entity or the Exchange Agent, or any employee, officer, director, agent or Affiliate of any of them, shall be liable to any holder or former holder of shares of Company Common Stock in accordance or to any other Person with the terms hereof shall be deemed respect to have been issued in full satisfaction any shares of all rights pertaining Parent Common Stock (or dividends or distributions with respect thereto), or for any cash amounts, properly delivered to a public official pursuant to any applicable abandoned property, escheat or similar Law. Any amounts remaining unclaimed by holders of any such shares immediately prior to the time at which such amounts would otherwise escheat to, or become property of, any Governmental Authority shall, to the extent permitted by applicable Law, become the property of Company Stockthe Surviving Entity, free and clear of any claims or interest of any such holders, their successors, assigns or personal representatives previously entitled thereto or any other Person.

Exchange of Certificates. (a) Prior On the third Business Day following the Satisfaction Date, Parent shall make available, by transferring to the Paying Agent the Company Equity Consideration (other than the Founder Amalgamation Stock Consideration) and the Aggregate Redemption Amount (such aggregate cash amount, the “Paying Agent Fund”). If the Satisfaction Date occurs prior to April 1, 2014, the calculation of the amount of the Paying Agent Fund shall be based on the Company’s reasonable estimate of the Company Equity Consideration and Aggregate Redemption Amount assuming a Closing Date of April 1, 2014; and if, on the Closing Date, the Company shall retain a bank or trust company reasonably acceptable to Acquiror to act as exchange agent (final calculation of the "Exchange Agent") in connection with Paying Agent Fund is greater than the surrender of certificates evidencing shares of Company Stock converted into shares of Acquiror Common Stock pursuant amount originally transferred to the Merger. Prior Paying Agent, Parent shall transfer such difference to the Paying Agent immediately prior to the Effective Time, Acquiror or if the final calculation of the Paying Agent Fund is less than the amount originally transferred to the Paying Agent, Parent and the Securityholders’ Representative shall deposit with deliver joint written instructions to the Exchange Paying Agent instructing the shares of Acquiror Common Stock Paying Agent to be issued in transfer such difference to the Merger, which shares (collectively, the "Merger Stock") shall be deemed Parent immediately prior to be issued at the Effective Time. At The Paying Agent shall hold the Paying Agent Fund in a non-interest-bearing account and following deliver such funds in accordance with the terms hereof and the terms of a Paying Agency Agreement to be entered into by and among the Paying Agent, Parent and the Securityholders’ Representative (the “Paying Agency Agreement”). Immediately prior to the Effective Time, Parent and Securityholders’ Representative shall deliver joint written instructions to the Surviving Corporation Paying Agent instructing the Paying Agent to. subject to and pursuant to Section 3.6(c), deliver the Paying Agent Fund to the applicable Company Securityholders in accordance with the terms of this Agreement (provided, however, in lieu of instructing the Paying Agent to pay the amounts required to be paid to holders of In-the-Money Company Options and Company RSUs pursuant to Section 3.1(b)(i) and Section 3.1(c), respectively, Parent and Securityholders’ Representative shall jointly instruct the Paying Agent to fund such amount to the Amalgamated Company or any of its Subsidiaries or designees at the Closing for payment of such amount to be made by the Amalgamated Company or such Subsidiaries or designees promptly following the Closing, but in no event shall such payment be made to holders of In-the-Money Company Options and Company RSUs later than the first regularly scheduled payroll following the date such payment is received by the Amalgamated Company or such Subsidiaries or designees from the Paying Agent). All fees and expenses of the Paying Agent shall be shared equally by Parent and the Company. At the Effective Time, Parent shall deliver to the Exchange Agent Founders the applicable Founder Amalgamation Stock Consideration through book-entry transfer of such cash shares to those participant accounts at The Depository Trust Company as may designated in writing by the Founders to Parent prior to the Closing Date; provided that the Founder Amalgamation Stock Consideration that is in the form of Parent Series B Non-Voting Preferred Stock shall be required, from time transferred to time, to make payments First Reserve at the Effective Time via physical delivery of cash in lieu of fractional shares in accordance with Section 1.06 hereofshare certificates. (b) As soon as practicable after Subject to receipt by the Effective TimePaying Agent and Parent of sufficient information from the Company to satisfy such obligations, the Exchange Paying Agent shall promptly mail or cause to be mailed to each person who was, at record holder (other than the Effective Time, a holder of record Company) of a certificate or certificates that which, immediately prior to the Effective Time evidenced Outstanding Time, represented issued and outstanding Company Stock Capital Shares except for shares to be cancelled pursuant to Section 3.1(a)(iii) and Section 3.4 (the “Share Certificates”), and to each holder of an agreement evidencing any In-the-Money Company Options (including the relevant grant notices), Company RSUs (including the relevant grant notices) or Company Warrants (collectively, the "Certificates"“Share Agreements”), other than the Company, Newco or any of their respective Subsidiaries, (i) a form letter of transmittal (which shall specify specifying that delivery of the Certificates shall be effectiveeffected, and risk of loss and title to the Share Certificates and Share Agreements shall pass, only upon proper delivery of the Share Certificates and Share Agreements to the Exchange Agent Paying Agent, and which shall be in such form and shall have such other provisions as Acquiror and Newco shall reasonably specify) and (ii) instructions for use in effecting the surrender of the Share Certificates and the Share Agreements in exchange for certificates representing the Merger Stock. Upon surrender of a Certificate for cancellation to the Exchange Agent, together with such letter of transmittal duly executed and such other documents as may be required by the Exchange Agent, the holder of such Certificate shall be entitled to receive in exchange therefor certificates representing the shares of Merger Stock that such holder has the right to receive pursuant to the terms hereof (together with any dividend or distribution with respect thereto made after the Effective Time to the extent provided in Section 1.05 hereof and any cash paid in lieu of fractional shares pursuant to Section 1.06), and the Certificate so surrendered shall be canceled. In the event of a transfer of ownership of Company Stock that is not registered in the stock transfer records of the Company, a certificate representing the proper number of shares of Merger Stock may be issued to a transferee if the Certificate representing such Company Stock is presented to the Exchange Agent, accompanied by all documents required to evidence and effect such transfer and by evidence reasonably satisfactory to Acquiror and Newco that any applicable stock transfer tax has been paidpayment therefor. (c) After At or after the Effective Time, each holder of a Share Certificate, and each holder of a Share Agreement, in each case outstanding immediately prior to the Effective Time, may surrender such Share Certificate which theretofore represented shares or Share Agreement to the Paying Agent, and, subject to the provisions of Company Stock shall, until surrendered for exchange in accordance with this Section 1.043.6 and Section 3.9, the Paying Agent shall promptly deliver or cause to be delivered to such holder a check or wire transfer in an amount equal to the amount to which such holder is entitled pursuant to Section 3.1, except to the extent the Amalgamated Company or any of its Subsidiaries or designees will pay such amounts directly to holders of In-the-Money Options and Company RSUs as contemplated by Section 3.6(a). Notwithstanding the foregoing, with respect to any Unvested Company RSUs, the Amalgamated Company shall provide to each holder thereof an award representing the right to receive the cash payment contemplated by Section 3.1(b)(ii) rather than any cash payment provided for in the prior sentence. In no event shall the holder of any such surrendered Share Certificates or Share Agreements be entitled to receive interest on any of the funds to be received in the Amalgamation. (d) Until so surrendered, each outstanding Share Certificate and each outstanding Share Agreement, in each case immediately prior to the Effective Time, shall not be transferable on the books of the Amalgamated Company or Parent after the Effective Time, but shall be deemed for all purposes to evidence only the number of full shares of Merger Stock into which right to receive the shares of Company Stock (which, prior applicable consideration set forth in Section 3.1 that such holders are entitled to receive pursuant to the Effective Time, were represented thereby) shall have been so converted. (d) Except as otherwise expressly provided herein, the Surviving Corporation shall pay all charges and expenses, including those terms of the Exchange Agent, in connection with the exchange of shares of Merger Stock for shares of Company Stock. Any Merger Stock deposited with the Exchange Agent that remains unclaimed by the former stockholders of the Company after six months following the Effective Time shall be delivered to the Surviving Corporation, upon demand, and any former stockholders of the Company who have not then complied with the instructions for exchanging their Certificates shall thereafter look only to the Surviving Corporation for the exchange of Certificatesthis Agreement. (e) Effective upon the Closing Date, the stock transfer books of the Company Parent shall be closed, and there shall be no further registration of transfers of shares of Company Stock thereafter on entitled to have remitted to it from the records of consideration deposited with the Company. (f) All Merger Stock issued upon conversion of shares of Company Stock Paying Agent in accordance with this Section 3.6 an amount equal to the terms hereof aggregate Founder Per Share Amalgamation Closing Consideration or Management Per Share Amalgamation Closing Consideration (as applicable) otherwise payable to any Dissenting Shareholder pursuant to this Agreement in respect of such Dissenting Shareholder’s Dissenting Shares; provided, however, that Parent shall transfer to the Paying Agent an amount equal to the aggregate Founder Per Share Amalgamation Closing Consideration or Management Per Share Amalgamation Closing Consideration (as applicable) payable to any Dissenting Shareholder pursuant to this Agreement in respect of such Dissenting Shareholder’s Company Capital Shares that no longer constitute Dissenting Shares, which consideration shall be deemed to have been issued in full satisfaction of all rights pertaining paid to such shares of Company StockDissenting Shareholder in accordance with this Agreement.

Exchange of Certificates. (a) Prior to the Closing DateEffective Time, the Company Parent shall retain select and appoint a commercial bank or trust company who shall be reasonably acceptable satisfactory to Acquiror the Company to act as exchange the paying agent (the "Exchange “Paying Agent"”) in connection for the payment of the Merger Consideration upon surrender of Certificates representing Company Common Stock. At the Closing, Parent shall cause to be deposited with the surrender of certificates evidencing shares of Company Stock converted into shares of Acquiror Common Stock Paying Agent the aggregate Merger Consideration under Section 3.01(c) (such cash being hereinafter referred to as the “Exchange Fund”). The Paying Agent shall deliver the Merger Consideration contemplated to be paid pursuant to the Merger. Prior to the Effective Time, Acquiror shall deposit with Section 3.01(c) out of the Exchange Agent the shares of Acquiror Common Stock to be issued in the Merger, which shares (collectively, the "Merger Stock") shall be deemed to be issued at the Effective Time. At and following the Effective Time, the Surviving Corporation shall deliver to the Exchange Agent such cash as may be required, from time to time, to make payments of cash in lieu of fractional shares in accordance with Section 1.06 hereofFund. (b) As soon as reasonably practicable after the Effective Time, Parent shall cause the Exchange Paying Agent shall to mail to each person who was, at the Effective Time, a holder of record of a certificate Certificate or certificates that immediately prior to the Effective Time evidenced Outstanding Company Stock (collectively, the "Certificates"), other than the Company, Newco or any of their respective Subsidiaries, Certificates (i) a letter of transmittal (which shall specify that delivery of the Certificates shall be effectiveeffected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Paying Agent and which shall be in such a form and shall have such other provisions as Acquiror and Newco shall Parent may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for certificates representing the Merger StockConsideration. Upon surrender of a Certificate for cancellation to the Exchange AgentPaying Agent or to such other agent or agents as may be appointed by Parent, together with such letter of transmittal transmittal, duly executed executed, and such other documents as may reasonably be required by the Exchange Paying Agent, the holder of such Certificate shall be entitled to receive in exchange therefor certificates representing the Merger Consideration (or appropriate portion thereof) into which the shares of Merger Company Common Stock that theretofore represented by such holder has the right to receive pursuant to the terms hereof (together with any dividend or distribution with respect thereto made after the Effective Time to the extent provided in Section 1.05 hereof and any cash paid in lieu of fractional shares Certificate shall have been converted pursuant to Section 1.063.01(c), and the Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of Company Common Stock that which is not registered in the stock transfer records of the Company, a certificate representing the proper number of shares of Merger Stock payment may be issued made to a transferee if Person other than the Person in whose name the Certificate representing so surrendered is registered, if such Company Stock is presented Certificate shall be properly endorsed or otherwise be in proper form for transfer and the Person requesting such payment shall (A) pay any transfer or other Taxes required by reason of the payment to a Person other than the registered holder of such Certificate or (B) establish to the Exchange Agent, accompanied by all documents required to evidence and effect satisfaction of the Surviving Corporation that such transfer and by evidence reasonably satisfactory to Acquiror and Newco that any applicable stock transfer tax Tax has been paid. paid or is otherwise not applicable. Until surrendered as contemplated by this Section 3.03, each Certificate (cother than Certificates representing Dissenters’ Shares) After shall be deemed at any time after the Effective TimeTime to represent only the right to receive upon such surrender the Merger Consideration (or appropriate portion thereof), each outstanding Certificate which theretofore represented shares of Company Stock shallwithout interest, until surrendered for exchange in accordance with this Section 1.04, be deemed for all purposes to evidence the number of full shares of Merger Stock into which the shares of Company Common Stock (which, prior to the Effective Time, were theretofore represented thereby) by such Certificate shall have been so converted. (d) Except as otherwise expressly provided herein, the Surviving Corporation shall pay all charges and expenses, including those of the Exchange Agent, in connection with the exchange of shares of Merger Stock for shares of Company Stockconverted pursuant to Section 3.01(c). Any Merger Stock deposited with the Exchange Agent that remains unclaimed by the former stockholders of the Company after six months following the Effective Time No interest shall be delivered to the Surviving Corporation, upon demand, and paid or shall accrue on any former stockholders of the Company who have not then complied with the instructions for exchanging their Certificates shall thereafter look only to the Surviving Corporation for the exchange of Certificates. (e) Effective Merger Consideration payable upon the Closing Date, the stock transfer books surrender of the Company shall be closed, and there shall be no further registration of transfers of shares of Company Stock thereafter on the records of the Companyany Certificate. (f) All Merger Stock issued upon conversion of shares of Company Stock in accordance with the terms hereof shall be deemed to have been issued in full satisfaction of all rights pertaining to such shares of Company Stock.

Exchange of Certificates. (a) Prior to the Closing DateEffective Time, the Company Parent shall retain designate a United States bank or trust company (or such other Person or Persons as shall be reasonably acceptable to Acquiror Parent and the Company) to act as exchange paying agent in the Merger (the "Exchange Paying Agent") in connection with the surrender of certificates evidencing shares of Company Stock converted into shares of Acquiror Common Stock pursuant ), and from time to the Merger. Prior time on, prior to or after the Effective Time, Acquiror Parent shall deposit with the Exchange Agent the shares of Acquiror Common Stock to be issued in the Mergermake available, which shares (collectively, the "Merger Stock") shall be deemed to be issued at the Effective Time. At and following the Effective Time, or cause the Surviving Corporation shall deliver to make available, to the Exchange Paying Agent such cash as may be required, from time to time, to make payments of cash in lieu amounts and at the times necessary for the payment of fractional shares in accordance with the Merger Consideration upon surrender of certificates representing Shares as part of the Merger pursuant to Section 1.06 hereof2.5. Such funds shall be invested by the Paying Agent as directed by Parent. Any and all profits resulting from, or interest or income earned on or produced by, such investments shall be payable as directed by Parent. (b) As soon as reasonably practicable after the Effective Time, the Exchange Paying Agent shall mail to each person who was, at the Effective Time, a holder of record of a certificate or certificates (the "Certificates") that immediately prior to the Effective Time evidenced Outstanding Company Stock (collectively, represented Shares which were converted into the "Certificates"), other than right to receive the Company, Newco or any of their respective SubsidiariesMerger Consideration, (i) a letter of transmittal (which shall specify that delivery of the Certificates shall be effectiveeffected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Paying Agent and which shall be in such a form and shall have such other provisions as Acquiror and Newco shall Parent may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for certificates representing the Merger StockConsideration as provided in Section 2.5. Upon surrender of a Certificate for cancellation to the Exchange AgentPaying Agent or to such other agent or agents as may be appointed by Parent, together with such letter of transmittal transmittal, duly executed completed and validly executed, and such other documents as may be reasonably required by the Exchange Paying Agent, the holder of such Certificate shall be entitled to receive in exchange therefor certificates a check representing the shares amount of Merger Stock that cash, without interest, into which the Shares theretofore represented by such holder has the right to receive pursuant to the terms hereof (together with any dividend or distribution with respect thereto made after the Effective Time to the extent provided in Section 1.05 hereof and any cash paid in lieu of fractional shares Certificate shall have been converted pursuant to Section 1.06)2.5, and the Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of Company Stock Shares that is not registered in the stock transfer records of the Company, a certificate representing the proper number of shares of Merger Stock payment may be issued made to a transferee if Person other than the Person in whose name the Certificate representing so surrendered is registered, if such Company Stock is presented to the Exchange Agent, Certificate shall be properly endorsed or otherwise be in proper form for transfer and otherwise accompanied by all documents required to evidence and effect such transfer and the Person requesting such payment shall pay any transfer or other Taxes required by evidence reasonably satisfactory reason of the payment to Acquiror and Newco a Person other than the registered holder of such Certificate or establish to the satisfaction of the Surviving Corporation that any applicable stock transfer tax such Tax has been paidpaid or is not applicable. Until surrendered as contemplated by this Section 2.6, each Certificate (other than Certificates representing Dissenting Shares or Shares to be cancelled in accordance with Section 2.5(b) above) shall be deemed for all purposes at any time after the Effective Time to represent only the right to receive upon such surrender the amount of cash, without interest, into which the Shares theretofore represented by such Certificate shall have been converted pursuant to Section 2.5. No interest will be paid or will accrue on the cash payable upon the surrender of any Certificate. Parent (or any affiliate thereof) or the Paying Agent shall be entitled to deduct and withhold from the consideration otherwise payable pursuant to this Agreement to any holder of Shares such amounts as Parent or the Paying Agent is required to deduct and withhold with respect to the making of such payment under the Code (as hereinafter defined) or under any provisions of state, local or foreign Tax law. To the extent that amounts are so withheld by Parent or the Paying Agent, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the Person in respect of which such deduction or withholding was made by Parent or the Paying Agent. (c) After All cash paid upon the surrender of Certificates in accordance with the terms of this Article II shall be deemed to have been paid in full satisfaction of all rights pertaining to the Shares theretofore represented by such Certificates. At the Effective Time, each outstanding Certificate which theretofore represented shares of Company Stock shall, until surrendered for exchange in accordance with this Section 1.04, be deemed for all purposes to evidence the number of full shares of Merger Stock into which the shares of Company Stock (which, prior to the Effective Time, were represented thereby) shall have been so converted. (d) Except as otherwise expressly provided herein, the Surviving Corporation shall pay all charges and expenses, including those of the Exchange Agent, in connection with the exchange of shares of Merger Stock for shares of Company Stock. Any Merger Stock deposited with the Exchange Agent that remains unclaimed by the former stockholders of the Company after six months following the Effective Time shall be delivered to the Surviving Corporation, upon demand, and any former stockholders of the Company who have not then complied with the instructions for exchanging their Certificates shall thereafter look only to the Surviving Corporation for the exchange of Certificates. (e) Effective upon the Closing Date, the stock transfer books of the Company shall be closed, and there shall be no further registration of transfers of shares of Company Stock thereafter on the records stock transfer books of the CompanySurviving Corporation of the Shares that were outstanding immediately prior to the Effective Time. If, after the Effective Time, Certificates are presented to the Surviving Corporation or the Paying Agent for any reason, then they shall be canceled and exchanged as provided in this Article II. (d) Promptly following the date that is six months after the Effective Time, the Paying Agent shall deliver to Parent all cash, certificates and other documents in its possession relating to the transactions contemplated hereby, and the Paying Agent's duties shall terminate. Thereafter, each holder of a Certificate (other than Certificates representing Dissenting Shares and Certificates representing Shares to be canceled pursuant to Section 2.5(b)) shall look only to the Surviving Corporation (subject to abandoned property, escheat or similar laws) and only as general creditors thereof, with respect to any Merger Consideration that may be payable, without interest thereon, upon due surrender of the Certificates held by such holder. (e) Notwithstanding the foregoing, none of Parent, Sub, the Company or the Paying Agent shall be liable to any Person in respect of any cash delivered to a public official pursuant to any applicable abandoned property, escheat or similar law. If any Certificates shall not have been surrendered prior to seven years after the Effective Time (or immediately prior to such earlier date on which any payment pursuant to this Article II would otherwise escheat to or become the property of any Governmental Entity (as hereinafter defined)), then the cash payment in respect of such Certificate shall, to the extent permitted by applicable law, become the property of the Surviving Corporation, free and clear of all claims or interests of any Person previously entitled thereto. (f) All Merger Stock issued upon conversion of shares of Company Stock in accordance with the terms hereof If any Certificate shall be deemed to have been issued lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person claiming such Certificate to be lost, stolen or destroyed and, if required by Parent or the Paying Agent, the posting by such Person of a bond, in full satisfaction of all rights pertaining such reasonable amount as Parent or the Paying Agent may direct as indemnity against any claim that may be made against them with respect to such shares Certificate, the Paying Agent will pay in exchange for such lost, stolen or destroyed Certificate the amount of Company Stockcash to which the holders thereof are entitled pursuant to this Article II.

Exchange of Certificates. (a) Prior to the Closing DateEffective Time Parent shall deliver to its transfer agent, or a depository or trust institution of recognized standing selected by Parent and Acquisition and reasonably satisfactory to the Company shall retain a bank or trust company reasonably acceptable to Acquiror to act as exchange agent (the "Exchange AgentEXCHANGE AGENT") for the benefit of the holders of Shares for exchange in connection accordance with the surrender this Article 1 an amount of certificates evidencing shares of Company Stock converted into shares of Acquiror Common Stock pursuant cash equal to the Merger. Prior to Merger Consideration multiplied by the number of Shares outstanding as of the Effective Time, Acquiror shall deposit with other than the Exchange Agent Shares referred to in Section 1.8(c) (such cash is hereinafter referred to as the shares of Acquiror Common Stock "EXCHANGE FUND"), to be issued in the Merger, which shares (collectively, the "Merger Stock") shall be deemed to be issued at the Effective Time. At and following the Effective Time, the Surviving Corporation shall deliver to the Exchange Agent such cash as may be required, from time to time, to make payments of cash in lieu of fractional shares in accordance with Section 1.06 hereofexchanged for outstanding Shares. (b) As soon as practicable Promptly after the Effective Time, the Exchange Agent shall mail to each person who was, at the Effective Time, a holder of record of a certificate or certificates that immediately prior to the Effective Time evidenced Outstanding Company Stock represented outstanding Shares (collectively, the "CertificatesCERTIFICATES"), other than ) and whose shares were converted into the Company, Newco or any of their respective Subsidiaries, right to receive Merger Consideration pursuant to Section 1.8: (i) a letter of transmittal (which shall specify that delivery of the Certificates shall be effective, effected and risk of loss and title to the Certificates shall pass, pass only upon delivery of the Certificates to the Exchange Agent and which shall be in such form and shall have such other provisions as Acquiror Parent and Newco shall the Company may reasonably specifyspecify prior to Closing) and (ii) customary instructions for use in effecting the surrender of the Certificates in exchange for certificates representing the Merger StockConsideration. Upon surrender of a Certificate for cancellation to the Exchange Agent, Agent together with such letter of transmittal duly executed and such other documents as may be required by the Exchange Agentexecuted, the holder of such Certificate shall be entitled to receive in exchange therefor certificates representing the shares of Merger Stock that Consideration to which such holder has the right to receive pursuant to the terms hereof (together with any dividend or distribution with respect thereto made after the Effective Time to the extent provided in Section 1.05 hereof and any cash paid in lieu of fractional shares pursuant to Section 1.06), and the Certificate so surrendered shall be canceledis entitled. In the event of a transfer of ownership of Company Stock Shares that is not registered in the stock transfer records of the Company, a certificate representing the proper number of shares of Merger Stock Consideration may be issued to a transferee if the Certificate representing such Company Stock Shares is presented to the Exchange Agent, Agent accompanied by all documents required to evidence and effect such transfer and by evidence reasonably satisfactory sufficient to Acquiror and Newco show that any applicable stock transfer tax has taxes have been paid. Until surrendered as contemplated by this Section 1.9, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration as contemplated by this Section 1.9. (c) After the Effective Time, each outstanding If any Certificate which theretofore represented shares of Company Stock shall, until surrendered for exchange in accordance with this Section 1.04, be deemed for all purposes to evidence the number of full shares of Merger Stock into which the shares of Company Stock (which, prior to the Effective Time, were represented thereby) shall have been so convertedlost, stolen or destroyed, the Exchange Agent shall issue in exchange therefor, upon the making of an affidavit of that fact by the holder thereof, such Merger Consideration as may be required pursuant to this Agreement; provided, however, that Parent or the Exchange Agent may, in its discretion, require the delivery of a suitable bond or indemnity against any claim that may be made against it with respect to such certificate. (d) Except as otherwise expressly provided herein, Merger Consideration paid upon the Surviving Corporation shall pay all charges and expenses, including those of the Exchange Agent, in connection with the surrender for exchange of shares of Merger Stock for shares of Company Stock. Any Merger Stock deposited with the Exchange Agent that remains unclaimed by the former stockholders of the Company after six months following the Effective Time shall be delivered to the Surviving Corporation, upon demand, and any former stockholders of the Company who have not then complied with the instructions for exchanging their Certificates shall thereafter look only to the Surviving Corporation for the exchange of Certificates. (e) Effective upon the Closing Date, the stock transfer books of the Company shall be closed, and there shall be no further registration of transfers of shares of Company Stock thereafter on the records of the Company. (f) All Merger Stock issued upon conversion of shares of Company Stock Shares in accordance with the terms hereof shall be deemed to have been issued paid in full satisfaction of all rights pertaining to such shares Shares. From the Effective Time, there shall be no further registration of transfers on the stock transfer books of the Surviving Company Stockof the Shares that were outstanding immediately prior to the Effective Time. If, after the Effective Time, Certificates are presented to the Surviving Company for any reason, they shall be canceled and exchanged as provided in this Article 1. (e) Any portion of the Exchange Fund that remains undistributed to the former shareholders of the Company upon the one year anniversary the Effective Time shall be delivered to Parent upon demand, and any former shareholders of the Company who have not theretofore complied with this Article 1 shall thereafter look only to Parent for payment of their claim for Merger Consideration. (f) The Exchange Agent shall invest the cash included in the Exchange Fund, as so directed by Parent. Any interest and other income resulting from such investments shall be paid to Parent upon the termination of the Exchange Fund pursuant to Section 1.9(e). (g) Neither Parent nor the Company shall be liable to any holder of Shares for Merger Consideration from the Exchange Fund delivered to a public official pursuant to any applicable abandoned property, escheat or similar law.

Exchange of Certificates. (a) Prior to As of the Closing DateEffective Time, the Company Parent shall retain a bank deposit with Chas▇ ▇▇▇▇▇▇ ▇▇▇reholder Services, LLC, or trust company reasonably acceptable to Acquiror to act such other agent or agents as exchange agent may be appointed by Parent and Acquisition (the "Exchange Agent") ), for the benefit of the holders of Shares, for exchange in connection accordance with the surrender of certificates evidencing shares of Company Stock converted into shares of Acquiror Common Stock pursuant to the Merger. Prior to the Effective Timethis Article 2, Acquiror shall deposit with through the Exchange Agent an amount of cash equal to the shares aggregate Merger Consideration payable pursuant to Section 2.6 (such amount of Acquiror Common Stock cash is hereinafter referred to be issued in the Merger, which shares (collectively, as the "Merger StockExchange Fund") shall be deemed to be issued at the Effective Time. At and following the Effective Time), the Surviving Corporation shall deliver to the Exchange Agent such cash as may be required, from time to time, to make payments of cash in lieu of fractional shares in accordance with Section 1.06 hereofexchange for outstanding Shares. (b) As soon as reasonably practicable after the Effective Time, the Exchange Agent shall mail to each person who was, at the Effective Time, a holder of record of a certificate or certificates that which immediately prior to the Effective Time evidenced Outstanding Company Stock represented outstanding Shares (collectively, the "Certificates"), other than ) whose shares were converted into the Company, Newco or any of their respective Subsidiaries, right to receive Merger Consideration pursuant to Section 2.6: (i) a letter of transmittal (which shall specify that delivery of the Certificates shall be effectiveeffected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Agent and which shall be in such form and shall have such other provisions as Acquiror Parent and Newco shall the Company may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for certificates representing the Merger StockConsideration. Upon surrender of a Certificate for cancellation to the Exchange Agent, together with such letter of transmittal transmittal, duly executed and such other documents as may be required by the Exchange Agentexecuted, the holder of such Certificate shall be entitled to receive in exchange therefor certificates a check representing the shares of Merger Stock that such holder has the right to receive pursuant to the terms hereof (together with any dividend or distribution with respect thereto made after the Effective Time to the extent provided in Section 1.05 hereof and any cash paid in lieu of fractional shares pursuant to Section 1.06)Consideration, and the Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of Company Stock Shares that is not registered in the stock transfer records of the Company, a certificate check representing the proper number of shares amount of Merger Stock Consideration may be issued to a transferee if the Certificate representing such Company Stock Shares is presented to the Exchange Agent, Agent accompanied by all documents required to evidence and effect such transfer and by evidence reasonably satisfactory to Acquiror and Newco that any applicable stock transfer tax has taxes have been paid. Until surrendered as contemplated by this Section 2.7, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration. (c) After In the Effective Time, each outstanding event that any Certificate which theretofore represented shares of Company Stock shall, until surrendered for exchange in accordance with this Section 1.04, be deemed for all purposes to evidence the number of full shares of Merger Stock into which the shares of Company Stock (which, prior to the Effective Time, were represented thereby) Shares shall have been so convertedlost, stolen or destroyed, the Exchange Agent shall issue in exchange therefor, upon the making of an affidavit of that fact by the holder thereof, the Merger Consideration, as may be required pursuant to this Agreement; provided, however, that Parent or the Exchange Agent, may, in its discretion, require the delivery of a suitable bond and/or indemnity. (d) Except as otherwise expressly provided herein, the Surviving Corporation shall pay all charges and expenses, including those Any portion of the Exchange Agent, in connection with Fund which remains undistributed to the exchange of shares of Merger Stock for shares of Company Stock. Any Merger Stock deposited with the Exchange Agent that remains unclaimed by the former stockholders shareholders of the Company after for six months following after the Effective Time shall be delivered to the Surviving CorporationParent, upon demand, and any former stockholders shareholders of the Company who have not then theretofore complied with the instructions for exchanging their Certificates this Article 2 shall thereafter look only to the Surviving Corporation Parent as general creditors for the exchange payment of Certificatestheir claims for Merger Consideration. (e) Effective upon the Closing Date, the stock transfer books of Neither Parent nor the Company shall be closedliable to any holder of Shares for amount of cash from the Exchange Fund delivered to a public official pursuant to any applicable abandoned property, and there shall be no further registration of transfers of shares of Company Stock thereafter on the records of the Companyescheat or similar law. (f) All Merger Stock issued upon conversion of shares of Company Stock in accordance with the terms hereof shall be deemed to have been issued in full satisfaction of all rights pertaining to such shares of Company Stock.

Exchange of Certificates. (a) Prior to the Closing DateClosing, the Company Parent shall retain select a reputable bank or trust company reasonably acceptable satisfactory to Acquiror the Company to act as exchange agent in the Merger (the "“Exchange Agent"”) in connection with the surrender of certificates evidencing shares of Company Stock converted and shall enter into shares of Acquiror Common Stock pursuant an agreement reasonably acceptable to the Merger. Prior to the Effective Time, Acquiror shall deposit Company with the Exchange Agent relating to the services to be performed by the Exchange Agent. At the Closing, Parent shall issue and cause to be deposited with the Exchange Agent: (i) non-certificated shares of Acquiror Parent Common Stock represented by book entry issuable pursuant to be issued in the Merger, which shares Section 1.5; and (collectively, the "Merger Stock"ii) shall be deemed to be issued at the Effective Time. At and following the Effective Time, the Surviving Corporation shall deliver to the Exchange Agent such cash as may be required, from time to time, sufficient to make payments of cash in lieu of fractional shares in accordance with Section 1.06 hereof1.5(c). The shares of Parent Common Stock and cash amounts so deposited with the Exchange Agent, together with any dividends or distributions received by the Exchange Agent with respect to such shares of Parent Common Stock, are referred to collectively as the “Exchange Fund.” (b) As soon as practicable Promptly after the Effective Time, Parent shall cause the Exchange Agent shall to mail to each person the Persons who was, at the Effective Time, a holder were record holders of record of a certificate Company Stock Certificates or certificates that Book Entry Shares immediately prior to the Effective Time evidenced Outstanding Company Stock (collectively, the "Certificates"), other than the Company, Newco or any of their respective Subsidiaries, Time: (i) a letter of transmittal in customary form and containing such provisions as Parent may reasonably specify and the Company shall reasonably approve prior to the Effective Time (which shall specify including a provision confirming that delivery of the Company Stock Certificates or Book Entry Shares shall be effectiveeffected, and risk of loss and title to the Company Stock Certificates or Book Entry Shares shall pass, only upon delivery of the such Company Stock Certificates or Book Entry Shares to the Exchange Agent and which shall be in such form and shall have such other provisions as Acquiror and Newco shall reasonably specify) Agent); and (ii) instructions for use in effecting the surrender of the Company Stock Certificates or Book Entry Shares in exchange for certificates representing the Merger Stocknon-certificated shares of Parent Common Stock in book entry form, CVRs, and cash in lieu of any fractional share of Parent Common Stock pursuant to Section 1.5(c) and any dividends or other distributions pursuant to Section 1.7(c). Upon surrender of a Company Stock Certificate for cancellation or Book Entry Shares to the Exchange AgentAgent for exchange, together with such a duly executed letter of transmittal duly executed and such other documents as may be reasonably required by the Exchange Agent, Agent or Parent: (A) the holder of such Company Stock Certificate or Book Entry Shares shall be entitled to receive receive, and the Exchange Agent shall (and Parent shall cause the Exchange Agent to) in exchange therefor certificates representing transfer from the Exchange Fund to such holder the number of whole shares of Merger Parent Common Stock and CVRs that such holder has the right to receive pursuant to the terms hereof provisions of Section 1.5 (together with any dividend or distribution with respect thereto made after the Effective Time to the extent provided in Section 1.05 hereof and any cash paid in lieu of any fractional shares share of Parent Common Stock pursuant to Section 1.061.5(c) and any dividends or other distributions pursuant to Section 1.7(c), ); and (B) the Company Stock Certificate or Book Entry Shares so surrendered shall be canceled. In the event of a transfer of ownership of Until surrendered as contemplated by this Section 1.7(b), each Company Stock that is not registered in Certificate and Book Entry Share shall be deemed, from and after the stock transfer records of Effective Time, to represent only the Company, a certificate representing the proper number of right to receive shares of Merger Parent Common Stock and CVRs (and cash in lieu of any fractional share of Parent Common Stock pursuant to Section 1.5(c)) as contemplated by Section 1.5. If any Company Stock Certificate shall have been lost, stolen or destroyed, Parent may, in its reasonable discretion and as a condition to the issuance of any non-certificated shares of Parent Common Stock in book entry form and CVRs, require the owner of such lost, stolen or destroyed Company Stock Certificate to provide an appropriate affidavit and to deliver a reasonable and customary indemnification obligation against any claim that may be issued to a transferee if the Certificate representing such Company Stock is presented to made against the Exchange Agent, accompanied by all documents required Parent or the Surviving Corporation with respect to evidence and effect such transfer and by evidence reasonably satisfactory to Acquiror and Newco that any applicable stock transfer tax has been paidCompany Stock Certificate. (c) After No dividends or other distributions declared or made with respect to Parent Common Stock with a record date after the Effective Time, each outstanding Time shall be paid or otherwise delivered to the holder of any unsurrendered Company Stock Certificate which theretofore represented or Book Entry Share with respect to the shares of Parent Common Stock that such holder has the right to receive in the Merger until such holder surrenders such Company Stock shall, until surrendered for exchange Certificate or Book Entry Share in accordance with this Section 1.041.7 (at which time such holder shall be entitled, be deemed for all purposes to evidence the number of full shares of Merger Stock into which the shares of Company Stock (which, prior subject to the Effective Timeeffect of applicable abandoned property, were represented thereby) shall have been so convertedescheat or similar laws, to receive all such dividends and distributions, without interest). (d) Except as otherwise expressly provided herein, the Surviving Corporation shall pay all charges and expenses, including those Any portion of the Exchange Agent, in connection with the exchange of shares of Merger Stock for shares Fund that remains undistributed to holders of Company Stock. Any Merger Stock deposited with the Exchange Agent that remains unclaimed by the former stockholders Certificates and Book Entry Shares as of the Company date that is one year after six months following the Effective Time date on which the Merger becomes effective shall be delivered to the Surviving Corporation, Parent upon demand, and any former stockholders holders of the Company Stock Certificates or Book Entry Shares who have not then complied theretofore surrendered their Company Stock Certificates or Book Entry Shares in accordance with the instructions for exchanging their Certificates this Section 1.7 shall thereafter look only to the Surviving Corporation Parent for, and be entitled to receive from Parent, satisfaction of their claims for the exchange Parent Common Stock, CVRs, cash in lieu of Certificatesfractional shares of Parent Common Stock pursuant to Section 1.5(c), and any dividends or distributions with respect to shares of Parent Common Stock. (e) Effective upon Neither Parent nor the Closing Date, the stock transfer books of the Company Surviving Corporation shall be closed, and there shall be no further registration liable to any holder or former holder of transfers of Company Common Stock or to any other Person with respect to any shares of Company Parent Common Stock thereafter on the records of the Company(or dividends or distributions with respect thereto), any CVRs or for any cash amounts, delivered to any public official pursuant to any applicable abandoned property law, escheat law or other Legal Requirement. (f) All Merger Stock issued upon conversion of shares of Company Stock in accordance with the terms hereof shall be deemed to have been issued in full satisfaction of all rights pertaining to such shares of Company Stock.

Exchange of Certificates. (a) Prior to the Closing DateEffective Time, the Company Purchaser shall retain designate a bank or trust company who shall be reasonably acceptable satisfactory to Acquiror the Company to act as exchange paying agent in the Merger (the "Exchange Agent") in connection with the surrender of certificates evidencing shares of Company Stock converted into shares of Acquiror Common Stock pursuant to the Merger. Prior ), and on or prior to the Effective Time, Acquiror Purchaser shall deposit with make available, or cause the Surviving Corporation to make available, to the Exchange Agent, cash in an amount necessary for the payment of the Merger Consideration as provided in Section 2.8 upon surrender of certificates representing Shares (the "Certificates") as part of the Merger. Funds made available to the Exchange Agent the shares of Acquiror Common Stock to be issued in the Merger, which shares (collectively, the "Merger Stock") shall be deemed to be issued at invested by the Effective Time. At and following Exchange Agent as directed by Acquisition Sub or, after the Effective Time, the Surviving Corporation Corporation, provided that such investments shall deliver only be in obligations of or guaranteed by the United States of America, in commercial paper obligations rated A-1 or P-1 or better by ▇▇▇▇▇'▇ Investors Service, Inc. or Standard & Poor's Corporation, respectively, or in certificates of deposit, bank repurchase agreements or banker's acceptances of commercial banks with capital exceeding $1 billion (it being understood that any and all interest or income earned on funds made available to the Exchange Agent such cash as may pursuant to this Agreement shall be required, from time turned over to time, to make payments of cash in lieu of fractional shares in accordance with Section 1.06 hereofPurchaser). (b) As soon as practicable after the Effective Time, the Exchange Agent shall mail to each person who was, at the Effective Time, a holder of record of a certificate or certificates that immediately prior to the Effective Time evidenced Outstanding Company Stock (collectively, the "Certificates"), other than the Company, Newco or any of their respective Subsidiaries, (i) Certificate a letter of transmittal (which shall specify that delivery of the Certificates shall be effectiveeffected, and risk of loss and title to the Certificates shall pass, only upon actual and proper delivery of the Certificates to the Exchange Agent and which Agent, shall be in such form and shall have such other provisions as Acquiror and Newco shall reasonably specify) and (ii) contain instructions for use in effecting the surrender of the Certificates in exchange for certificates representing payment of the Merger StockConsideration and shall be in such form and contain such other provisions as Purchaser and the Company may reasonably specify (together, the "Transmittal Documents")). Upon surrender of a Certificate for cancellation to the Exchange Agent, together with such letter of transmittal duly executed and such other documents as may be required by the Exchange AgentTransmittal Documents, the holder of such Certificate shall be entitled to receive in exchange therefor certificates representing (as promptly as practicable) the shares Merger Consideration in respect of Merger Stock that all Shares formerly represented by such Certificate which such holder has the right to receive pursuant receive, as set forth in Section 2.8. The Certificate(s) so surrendered shall forthwith be canceled. All cash paid upon the surrender of Certificates in accordance with the terms of this Article III shall be deemed to have been paid in full satisfaction of all rights pertaining to the terms hereof Shares theretofore represented by such Certificates. Until surrendered in accordance with the provisions of and as contemplated by this Section 3.2, any Certificate (together with other than Certificates representing Shares subject to Sections 2.8(c) and other than Dissenting Shares, if applicable) shall be deemed at any dividend or distribution with respect thereto made time after the Effective Time to represent only the extent provided in Section 1.05 hereof and any cash paid in lieu of fractional shares pursuant right to Section 1.06), and receive the Certificate so surrendered shall be canceled. In the event of a transfer of ownership of Company Stock that is not registered in the stock transfer records of the Company, a certificate representing the proper number of shares of Merger Stock may be issued to a transferee if the Certificate representing such Company Stock is presented to the Exchange Agent, accompanied by all documents required to evidence and effect such transfer and by evidence reasonably satisfactory to Acquiror and Newco that any applicable stock transfer tax has been paidConsideration. (c) After At the Effective Time, each outstanding Certificate which theretofore represented shares of Company Stock shall, until surrendered for exchange in accordance with this Section 1.04, be deemed for all purposes to evidence the number of full shares of Merger Stock into which the shares of Company Stock (which, prior to the Effective Time, were represented thereby) shall have been so converted. (d) Except as otherwise expressly provided herein, the Surviving Corporation shall pay all charges and expenses, including those of the Exchange Agent, in connection with the exchange of shares of Merger Stock for shares of Company Stock. Any Merger Stock deposited with the Exchange Agent that remains unclaimed by the former stockholders of the Company after six months following the Effective Time shall be delivered to the Surviving Corporation, upon demand, and any former stockholders of the Company who have not then complied with the instructions for exchanging their Certificates shall thereafter look only to the Surviving Corporation for the exchange of Certificates. (e) Effective upon the Closing Date, the stock transfer books of the Company shall be closed, closed and there shall not be no any further registration of transfers of any shares of Company Stock capital stock thereafter on the records of the Company. If, after the Effective Time, Certificates are presented to the Surviving Corporation or its transfer agent, they shall be canceled and exchanged for the consideration provided for, and in accordance with the procedures set forth, in this Article III. No interest shall accrue or be paid on any cash payable upon the surrender of a Certificate or Certificates which immediately before the Effective Time represented outstanding Shares. (d) From and after the Effective Time, the holders of Certificates evidencing ownership of Shares outstanding immediately prior to the Effective Time shall cease to have any rights with respect to such Shares except as otherwise provided herein or by applicable law. (e) If any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming such Certificate to be lost, stolen or destroyed, the Surviving Corporation shall pay or cause to be paid in exchange for such lost, stolen or destroyed Certificate the Merger Consideration, in accordance with Section 2.8, for Shares represented thereby. When authorizing such payment of any portion of the Merger Consideration in exchange therefor, the Board of Directors of the Surviving Corporation may, in its discretion and as a condition precedent to the payment thereof, require the owner of such lost, stolen or destroyed Certificate to execute and deliver to the Surviving Corporation an indemnity agreement, in a form acceptable to the Surviving Corporation, pursuant to which such owner agrees to indemnify the Surviving Corporation against any claim that may be made against the Surviving Corporation with respect to the Certificate alleged to have been lost, stolen or destroyed. (f) All Merger Stock issued upon conversion of shares of Company Stock in accordance with Promptly following the terms hereof date which is six months after the Effective Time, the Surviving Corporation shall be deemed entitled to require the Exchange Agent to deliver to it any cash (including any interest received with respect thereto), Certificates and other documents in its possession relating to the Transactions, which had been made available to the Exchange Agent and which have not been issued disbursed to holders of Certificates, and thereafter such holders shall be entitled to look to the Surviving Corporation (subject to abandoned property, escheat or similar laws) only as general creditors thereof with respect to any portion of the Merger Consideration payable upon due surrender of their Certificates, without any interest thereon. (g) Subject to Article II, the Merger Consideration paid in full satisfaction the Merger, if any, shall be net to the holder of all rights pertaining Shares in cash, subject to reduction only for any applicable Federal withholding taxes or stock transfer taxes payable by such shares holder. (h) Notwithstanding anything to the contrary in this Section 3.2, none of Company Stockthe Exchange Agent, Purchaser or the Surviving Corporation shall be liable to any holder of a Certificate formerly representing Shares for any amount properly delivered to a public official pursuant to any applicable abandoned property, escheat or similar law.

Exchange of Certificates. (a) Prior to the Closing DateAcceptance Time, Parent and the Company shall, and Parent shall retain a bank or trust company reasonably acceptable to Acquiror to act as exchange agent (cause the "Exchange Agent") in connection with CVR Rights Agent to, authorize, execute and deliver the surrender of certificates evidencing shares of Company Stock converted into shares of Acquiror Common Stock pursuant to the MergerCVR Agreement. Prior to the Effective Time, Acquiror Parent shall deposit select a reputable bank or trust company reasonably satisfactory to the Company to act as exchange agent in the Merger (the “Exchange Agent”). Prior to the Effective Time, Parent shall issue and cause to be deposited with the Exchange Agent cash in an amount sufficient to pay the shares aggregate Cash Portion of Acquiror Common Stock the Merger Consideration payable in connection with the Merger (it being understood and agreed, for the avoidance of doubt, that Parent shall not be required to be issued in deposit any of the Merger, which shares (collectively, funds related to any CVR with the "Merger Stock") shall be deemed CVR Rights Agent unless and until such deposit is required pursuant to be issued at the Effective Timeterms of the CVR Agreement). At and following The cash amount deposited pursuant to the Effective Time, the Surviving Corporation shall deliver to immediately preceding sentence with the Exchange Agent such cash is referred to as may be required, from time to time, to make payments of cash in lieu of fractional shares in accordance with Section 1.06 hereofthe “Exchange Fund.” (b) As soon as practicable Promptly after the Effective Time, the Exchange Agent shall will mail to each person the Persons who was, at the Effective Time, a holder were record holders of record of a certificate Company Stock Certificates or certificates that Book Entry Shares immediately prior to the Effective Time evidenced Outstanding Company Stock (collectively, the "Certificates"), other than the Company, Newco or any of their respective Subsidiaries, Time: (i) a letter of transmittal in customary form and containing such provisions as Parent may reasonably specify and the Company shall reasonably approve prior to the Effective Time (which shall specify including a provision confirming that delivery of the Company Stock Certificates or Book Entry Shares shall be effectiveeffected, and risk of loss and title to the Company Stock Certificates or Book Entry Shares shall pass, only upon delivery of the such Company Stock Certificates or Book Entry Shares to the Exchange Agent and which shall be in such form and shall have such other provisions as Acquiror and Newco shall reasonably specify) Agent); and (ii) instructions for use in effecting the surrender of the Company Stock Certificates or Book Entry Shares in exchange for certificates representing the Merger StockConsideration. Upon surrender of a Company Stock Certificate for cancellation or Book Entry Shares to the Exchange AgentAgent for exchange, together with such a duly executed letter of transmittal duly executed and such other documents as may be reasonably required by the Exchange Agent, Agent or Parent: (A) the holder of such Company Stock Certificate or Book Entry Shares shall be entitled to receive receive, and the Exchange Agent shall (and Parent shall cause the Exchange Agent to) in exchange therefor certificates representing transfer from the shares Exchange Fund to such holder the Cash Portion of the Merger Stock that Consideration such holder has the right to receive pursuant to the terms hereof provisions of Section 2.5(a)(iii); (together with any dividend B) the holder of such Company Stock Certificate or distribution with respect thereto made after Book Entry Shares shall be identified in the Effective Time register maintained by the CVR Rights Agent for the purpose of identifying the holders of the CVRs pursuant to the extent provided in Section 1.05 hereof and any cash paid in lieu terms of fractional shares the CVR Agreement as the holder of that number of CVRs such holder has the right to receive pursuant to the provisions of Section 1.062.5(a)(iii), in accordance with the terms of the CVR Agreement, and (C) the Company Stock Certificate or Book Entry Shares so surrendered shall be canceled. In Until surrendered as contemplated by this Section 2.8(b), each Company Stock Certificate and Book Entry Share (other than Dissenting Shares) shall be deemed, from and after the event Effective Time, to represent only the right to receive the Merger Consideration as contemplated by Section 2.5 and any dividends or other distributions pursuant to Section 2.8(c). If any Company Stock Certificate shall have been lost, stolen or destroyed, Parent may, in its discretion and as a condition to the payment of any Merger Consideration in respect of the shares represented thereby, require the owner of such lost, stolen or destroyed Company Stock Certificate to post a transfer bond, in such reasonable and customary amount as Parent may direct, as indemnity against any claim that may be made against Exchange Agent, Parent or the Surviving Corporation with respect to such Company Stock Certificate. (c) Any portion of ownership the Exchange Fund that remains undistributed to holders of Company Stock Certificates and Book Entry Shares as of the date that is not registered in one year after the stock transfer records date on which the Merger becomes effective shall be delivered to Parent upon demand, and any holders of the Company, a certificate representing the proper number of shares of Merger Stock may be issued to a transferee if the Certificate representing such Company Stock is presented Certificates or Book Entry Shares who have not theretofore surrendered their Company Stock Certificates or Book Entry Shares in accordance with this Section 2.8 shall thereafter look only to Parent for satisfaction of their claims for the Merger Consideration. (d) Each of the Exchange Agent, accompanied by all documents Parent and the Surviving Corporation shall be entitled to deduct and withhold from any consideration payable or otherwise deliverable pursuant to this Agreement to any holder or former holder of Company Common Stock such amounts as may be required to evidence be deducted or withheld from such consideration under the Code or any provision of state, local or foreign tax law or under any other applicable Legal Requirement. To the extent such amounts are so deducted or withheld and effect paid to the appropriate Governmental Body, such transfer and by evidence reasonably satisfactory amounts shall be treated for all purposes under this Agreement as having been paid to Acquiror and Newco that any applicable stock transfer tax has the Person to whom such amounts would otherwise have been paid. (ce) After the Effective Time, each outstanding Certificate which theretofore represented shares of Company Stock shall, until surrendered for exchange in accordance with this Section 1.04, be deemed for all purposes to evidence the number of full shares of Merger Stock into which the shares of Company Stock (which, prior to the Effective Time, were represented thereby) shall have been so converted. (d) Except as otherwise expressly provided herein, Neither Parent nor the Surviving Corporation shall pay all charges and expenses, including those of the Exchange Agent, in connection with the exchange of shares of Merger Stock for shares be liable to any holder or former holder of Company Stock. Any Merger Common Stock deposited with the Exchange Agent that remains unclaimed by the former stockholders of the Company after six months following the Effective Time shall or to any other Person for any cash amounts required to be delivered to the Surviving Corporationany public official pursuant to any applicable abandoned property law, upon demand, and any former stockholders of the Company who have not then complied with the instructions for exchanging their Certificates shall thereafter look only to the Surviving Corporation for the exchange of Certificatesescheat law or other Legal Requirement. (e) Effective upon the Closing Date, the stock transfer books of the Company shall be closed, and there shall be no further registration of transfers of shares of Company Stock thereafter on the records of the Company. (f) All Merger Stock issued upon conversion of shares of Company Stock in accordance with the terms hereof shall be deemed to have been issued in full satisfaction of all rights pertaining to such shares of Company Stock.