Common use of Exchange Procedure Clause in Contracts

Exchange Procedure. As soon as practicable after the Effective Time of the Merger, the Exchange Agent shall mail to each holder of record of a certificate or certificates that immediately prior to the Effective Time of the Merger represented outstanding Company Shares (the "Certificates"), other than the Company, EVI and any wholly owned subsidiary of the Company or EVI, (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Agent and shall be in a form and have such other provisions as EVI may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the certificates representing the EVI Common Stock and any cash in lieu of a fractional share of EVI Common Stock. Upon surrender of a Certificate for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by the Surviving Corporation, together with such letter of transmittal, duly executed, and such other documents as may reasonably be required by the Exchange Agent, the holder of such Certificate shall be entitled to receive in exchange therefor a certificate or certificates representing the number of whole shares of EVI Common Stock into which the Company Shares theretofore represented by such Certificate shall have been converted pursuant to Section 2.1 and any cash payable in lieu of a fractional share of EVI Common Stock, and the Certificate so surrendered shall forthwith be canceled. If the shares of EVI Common Stock are to be issued to a Person other than the Person in whose name the Certificate so surrendered is registered, it shall be a condition of exchange that such Certificate shall be properly endorsed or otherwise in proper form for transfer and that the Person requesting such exchange shall pay any transfer or other taxes required by reason of the exchange to a Person other than the registered holder of such Certificate or establish to the reasonable satisfaction of the Surviving Corporation that such tax has been paid or is not applicable. Until surrendered as contemplated by this Section 2.2, each Certificate shall be deemed at any time after the Effective Time of the Merger to represent only the right to receive, upon surrender of such Certificate, the number of shares of EVI Common Stock and cash, if any, in lieu of a fractional share of EVI Common Stock into which the Company Shares theretofore represented by such Certificate shall have been converted pursuant to Section 2.1. The Exchange Agent shall not be entitled to vote or exercise any rights of ownership with respect to the EVI Common Stock held by it from time to time hereunder, except that it shall receive and hold all dividends or other distributions paid or distributed with respect thereto for the account of Persons entitled thereto.

Exchange Procedure. As soon as reasonably practicable after the Effective Time of the MergerTime, Parent shall cause the Exchange Agent shall to mail to each holder of record of a certificate or certificates that immediately prior Certificate whose shares of Company Common Stock were converted into the right to the Effective Time of receive the Merger represented outstanding Company Shares (the "Certificates"Consideration pursuant to Section 2.01(c), other than the Company, EVI and any wholly owned subsidiary of the Company or EVI, (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates held by such person shall pass, only upon proper delivery of the Certificates to the Exchange Agent and shall be in a such form and have such other reasonable and customary provisions as EVI Parent may reasonably specify) and (ii) instructions for use in effecting the surrender of surrendering the Certificates in exchange for (A) the certificates representing the EVI Common Stock Merger Consideration, (B) any dividends or other distributions to which holders of Certificates are entitled pursuant to Section 2.02(c) and any (C) cash in lieu of a any fractional share shares of EVI Parent Common StockStock to which such holders are entitled pursuant to Section 2.02(e). Upon surrender of a Certificate for cancellation cancelation to the Exchange Agent or to such other agent or agents as may be appointed by the Surviving CorporationAgent, together with such letter of transmittal, duly 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 a certificate or (x) certificates representing the that number of whole shares of EVI Parent Common Stock which such holder has the right to receive pursuant to the provisions of this Article II after taking into which account all the shares of Company Shares theretofore represented Common Stock then held by such Certificate shall have been converted holder under all such Certificates so surrendered, (y) any dividends or other distributions to which such holder is entitled pursuant to Section 2.1 2.02(c) and any (z) cash payable in lieu of a fractional share shares of EVI Parent Common StockStock to which such holder is entitled pursuant to Section 2.02(e), and the Certificate so surrendered shall forthwith be canceled. If In the event of a transfer of ownership of Company Common Stock that is not registered in the transfer records of the Company, a certificate representing the proper number of shares of EVI Parent Common Stock are to may be issued to a Person person other than the Person person in whose name the Certificate so surrendered is registered, it shall be a condition of exchange that registered if such Certificate shall be properly endorsed or otherwise be in proper form for transfer and that the Person person requesting such exchange issuance shall pay any transfer or other taxes required by reason of the exchange issuance of shares of Parent Common Stock to a Person person other than the registered holder of such Certificate or establish to the reasonable satisfaction of the Surviving Corporation Parent that such tax has been paid or is not applicable. Until surrendered as contemplated by this Section 2.22.02(b), each Certificate shall be deemed at any time after the Effective Time of the Merger to represent only the right to receivereceive upon such surrender the Merger Consideration that the holder thereof has the right to receive pursuant to the provisions of this Article II, any dividends or distributions to which the holder of such Certificate is entitled under Section 2.02(c) and any cash in lieu of any fractional share of Parent Common Stock to which the holder of such Certificate is entitled under Section 2.02(e). No interest shall be paid or shall accrue on any cash payable upon surrender of such any Certificate, the number of shares of EVI Common Stock and cash, if any, in lieu of a fractional share of EVI Common Stock into which the Company Shares theretofore represented by such Certificate shall have been converted pursuant to Section 2.1. The Exchange Agent shall not be entitled to vote or exercise any rights of ownership with respect to the EVI Common Stock held by it from time to time hereunder, except that it shall receive and hold all dividends or other distributions paid or distributed with respect thereto for the account of Persons entitled thereto.

Exchange Procedure. As soon as practicable after the Effective Time of the Merger, the Exchange Agent shall mail to each Each holder of record shares of a certificate Company Common Stock or certificates Company Preferred Stock that immediately prior have been converted into the right to receive the Effective Time of Common Consideration or the Merger represented outstanding Company Shares (the "Certificates")Preferred Consideration, other than the Companyrespectively, EVI and any wholly owned subsidiary of the Company or EVIto be issued in consideration therefor, (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates surrender to the Exchange Agent and shall be in a form and have such other provisions as EVI may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the certificates representing the EVI Common Stock and any cash in lieu of a fractional share of EVI Common Stock. Upon surrender of a Certificate for cancellation (subject to the Exchange Agent or to such other agent or agents as may be appointed by the Surviving CorporationSection 2.7(h)), together with such a properly completed letter of transmittal, duly executed, and such other documents as may reasonably be required or upon receipt by the Exchange AgentAgent of an appropriate agent’s message (or such other evidence, if any, of transfer as the holder Exchange Agent may reasonably request) in the case of such Certificate shall book-entry transfer of Book Entry Shares, will be entitled to receive in exchange therefor a certificate or certificates representing (i) the number of whole shares of EVI Parent Class A Common Stock into or Parent Preferred Stock (which shall be in non-certificated book-entry form unless a physical Certificate is requested) that such holder has the Company Shares theretofore represented by such Certificate shall have been converted right to receive pursuant to Section 2.1 and any 2.6, (ii) cash payable in lieu of Fractional Shares, if any, that such holder has the right to receive pursuant to Section 2.6(f) and (iii) a fractional share check or other form of EVI Common Stockpayment in the amount equal to any dividends and other distributions, and the if any, payable in respect of such whole shares pursuant to Section 2.7(d). Any such Certificate so surrendered or Book Entry Share shall forthwith be canceledcancelled. If the shares of EVI Common Stock are to be issued to a Person other than the Person in whose name the Certificate so surrendered is registered, it No interest shall be a condition of exchange that such Certificate shall be properly endorsed or otherwise in proper form for transfer and that the Person requesting such exchange shall pay any transfer or other taxes required by reason of the exchange to a Person other than the registered holder of such Certificate or establish to the reasonable satisfaction of the Surviving Corporation that such tax has been paid or is not applicableaccrued on any Merger Consideration (including any cash in lieu of any Fractional Share pursuant to Section 2.6(f)) or on any unpaid dividends and distributions payable to holders of Certificates or Book Entry Shares. Until surrendered as contemplated by this Section 2.2so surrendered, each Certificate shall be deemed at any time and Book Entry Share shall, after the Effective Time of the Merger to Time, represent for all purposes only the right to receive, upon surrender of receive such Certificate, the number of shares of EVI Common Stock and cash, if any, Merger Consideration (including any cash in lieu of a fractional share of EVI Common Stock into which the Company Fractional Shares theretofore represented by such Certificate shall have been converted pursuant to Section 2.1. The Exchange Agent shall not be entitled to vote or exercise Section 2.6(f)) and any rights of ownership with respect to the EVI Common Stock held by it from time to time hereunder, except that it shall receive dividends and hold all dividends or other distributions paid or distributed in accordance with respect thereto for the account of Persons entitled theretoSection 2.7(d), without interest.

Exchange Procedure. As soon as reasonably practicable after the Effective Time of the MergerTime, EOP shall use commercially reasonable efforts to cause the Exchange Agent shall to mail to each holder of record of a certificate Certificate or certificates that Certificates which immediately prior to the Effective Time represented outstanding shares of Cornerstone Common Stock (other than to holders of Cornerstone Common Stock who previously surrendered with their Forms of Election their Certificates for Cornerstone Common Stock) or Cornerstone 7% Preferred Stock Certificate whose shares were converted into the right to receive the Merger represented outstanding Company Shares (the "Certificates"), other than the Company, EVI and any wholly owned subsidiary of the Company or EVIConsideration pursuant to Section 1.10, (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Agent and shall be in a form and have such other provisions as EVI EOP may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the certificates representing Merger Consideration. To the EVI Common Stock and any cash in lieu extent not previously surrendered with a Form of a fractional share of EVI Common Stock. Upon Election, upon surrender of a Certificate for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by the Surviving CorporationEOP, together with such letter of transmittal, duly executed, and such other documents as may reasonably be required by the Exchange Agent, the holder of such Certificate shall be entitled to receive in exchange therefor a certificate or certificates representing the number of whole shares of EVI Common Stock Merger Consideration into which the Company Shares shares of Cornerstone Common Stock or Cornerstone 7% Preferred Stock, as applicable, theretofore represented by such Certificate shall have been converted pursuant to Section 2.1 1.10, together with any dividends or other distributions to which such holder is entitled pursuant to Section 1.15(d) and any cash cash, if any, payable in lieu of a fractional share shares pursuant to Section 1.15(g), to be mailed (or made available for collection by hand if so elected by the surrendering holder) within five business days of EVI Common Stockreceipt thereof, and the Certificate so surrendered shall forthwith be canceled. If In the event of a transfer of ownership of shares of EVI Cornerstone Common Stock are to or Cornerstone 7% Preferred Stock which is not registered in the transfer records of Cornerstone, payment may be issued made to a Person person other than the Person person in whose name the Certificate so surrendered is registered, it shall be a condition of exchange that registered if such Certificate shall be properly endorsed or otherwise be in proper form for transfer and that the Person person requesting such exchange payment either shall pay any transfer or other taxes required by reason of the exchange such payment being made to a Person person other than the registered holder of such Certificate or establish to the reasonable satisfaction of the Surviving Corporation EOP that such tax has or taxes have been paid or is are not applicable. Until surrendered as contemplated by this Section 2.21.15, each Certificate shall be deemed at any time after the Effective Time of the Merger to represent only the right to receivereceive upon such surrender the Merger Consideration, upon surrender of such Certificatewithout interest, the number of shares of EVI Common Stock and cash, if any, in lieu of a fractional share of EVI Common Stock into which the Company Shares theretofore shares of Cornerstone Common Stock or Cornerstone 7% Preferred Stock heretofore represented by such Certificate shall have been converted pursuant to Section 2.1Section 1.10, and any dividends or other distributions to which such holder is entitled pursuant to Section 1.15(d). The No interest will be paid or will accrue on the Merger Consideration upon the surrender of any Certificate or on any cash payable pursuant to Section 1.15(d) or Section 1.15(g). EOP or the Exchange Agent, as applicable, shall be entitled, in its sole and absolute discretion, to deduct and withhold from the cash or EOP Common Shares, or any combination thereof, that otherwise is payable pursuant to this Agreement to any holder of shares of Cornerstone Common Stock or Cornerstone 7% Preferred Stock such amounts as EOP or the Exchange Agent shall not be entitled is required to vote or exercise any rights of ownership deduct and withhold with respect to the EVI making of such payment under the Code or under any provision of state, local or foreign tax law, PROVIDED THAT in determining whether withholding under Section 1445 of the Code is required, EOP shall take into account (and shall request the Exchange Agent to take into account) Section 1445(b)(6) of the Code and Treasury Regulations Section 1.1445-2(c)(2). For this purpose, any EOP Common Shares deducted and withheld by EOP shall be valued at the last trading price of the EOP Common Shares on the New York Stock Exchange on the Effective Date of the Merger. To the extent that amounts are so withheld by EOP or the Exchange Agent, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the holder of the shares of Cornerstone Common Stock held or Cornerstone 7% Preferred Stock, as applicable, in respect of which such deduction and withholding was made by it from time to time hereunder, except that it shall receive and hold all dividends EOP or other distributions paid or distributed with respect thereto for the account of Persons entitled theretoExchange Agent.

Exchange Procedure. As soon as reasonably practicable after the Effective Time of Time, Parent shall cause the Merger, the Exchange Paying Agent shall to mail to each holder of record of a certificate or certificates (the “Certificates”) that immediately prior to the Effective Time of the Merger represented outstanding shares of Company Shares (Common Stock that were converted into the "Certificates"right to receive Merger Consideration pursuant to Section 2.01(c), other than the Company, EVI and any wholly owned subsidiary of the Company or EVI, (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Paying Agent and shall be in a such form and have such other provisions as EVI Parent and the Company may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the certificates representing the EVI Common Stock and any cash in lieu of a fractional share of EVI Common StockMerger Consideration. Upon surrender of a Certificate for cancellation cancelation to the Exchange Agent or to such other agent or agents as may be appointed by the Surviving CorporationPaying Agent, together with such letter of transmittal, duly 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 a certificate or certificates representing the number amount of whole shares of EVI Common Stock cash into which the shares of Company Shares Common Stock theretofore represented by such Certificate shall have been converted pursuant to Section 2.1 2.01(c) and any cash payable certain dividends and other distributions in lieu respect of a fractional share of EVI Company Common StockStock in accordance with Section 2.02(c), and the Certificate so surrendered shall forthwith be canceled. If In the shares event of EVI a transfer of ownership of Company Common Stock are to that is not registered in the transfer records of the Company, payment may be issued made to a Person person other than the Person person in whose name the Certificate so surrendered is registered, it shall be a condition of exchange that if such Certificate shall be properly endorsed or otherwise be in proper form for transfer and that the Person person requesting such exchange payment shall pay any transfer or other taxes required by reason of the exchange payment to a Person person other than the registered holder of such Certificate or establish to the reasonable satisfaction of the Surviving Corporation Parent that such tax has been paid or is not applicable. Until surrendered as contemplated by this Section 2.22.02, each Certificate shall be deemed at any time after the Effective Time of the Merger to represent only the right to receive, receive upon such surrender of such Certificate, the number of shares of EVI Common Stock Merger Consideration and cash, if any, in lieu of a fractional share of EVI Common Stock into which the Company Shares theretofore represented by such Certificate shall have been converted pursuant to Section 2.1. The Exchange Agent shall not be entitled to vote or exercise any rights of ownership with respect to the EVI Common Stock held by it from time to time hereunder, except that it shall receive and hold all certain dividends or other distributions in accordance with Section 2.02(c). No interest shall be paid or distributed with respect thereto for accrue on the account cash payable upon surrender of Persons entitled theretoany Certificate.

Exchange Procedure. As soon as reasonably practicable after the Effective Time of the MergerTime, Colonial shall use commercially reasonable efforts to cause the Exchange Agent shall to mail to each holder of record of a certificate Certificate or certificates that Certificates which immediately prior to the Effective Time represented outstanding Cornerstone Common Shares (other than to holders of Cornerstone Common Shares who previously surrendered with their Form of Election their Certificates for Cornerstone Common Shares) whose shares were converted into the right to receive the Merger represented outstanding Company Shares (the "Certificates"), other than the Company, EVI Consideration pursuant to Section 1.8(a) and any wholly owned subsidiary of the Company or EVISection 1.10, (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Agent and shall be in a form and have such other provisions as EVI Colonial may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the certificates representing Merger Consideration. To the EVI Common Stock and any cash in lieu extent not previously surrendered with a Form of a fractional share of EVI Common Stock. Upon Election, upon surrender of a Certificate for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by the Surviving CorporationColonial, together with such letter of transmittal, duly executed, and such other documents as may reasonably be required by the Exchange Agent, the holder of such Certificate shall be entitled to receive in exchange therefor a certificate or certificates representing the number of whole shares of EVI Common Stock Merger Consideration into which the Company Cornerstone Common Shares theretofore represented by such Certificate shall have been converted pursuant to Section 2.1 1.8(a) and any cash Section 1.10, together with cash, if any, payable in lieu of a fractional share shares pursuant to Section 1.13(g), to be mailed (or made available for collection by hand if so elected by the surrendering holder) within five business days of EVI Common Stockreceipt thereof, and the Certificate so surrendered shall forthwith be canceled. If In the shares event of EVI a transfer of ownership of Cornerstone Common Stock are to Shares which is not registered in the transfer records of Cornerstone, payment may be issued made to a Person other than the Person in whose name the Certificate so surrendered is registered, it shall be a condition of exchange that registered if such Certificate shall be properly endorsed or otherwise be in proper form for transfer and that the Person requesting such exchange payment either shall pay any transfer or other taxes Taxes required by reason of the exchange such payment being made to a Person other than the registered holder of such Certificate or establish to the reasonable satisfaction of the Surviving Corporation Colonial that such tax has Tax or Taxes have been paid or is are not applicable. Until surrendered as contemplated by this Section 2.21.13, each Certificate shall be deemed at any time after the Effective Time of the Merger to represent only the right to receivereceive upon such surrender the Merger Consideration, upon surrender of such Certificatewithout interest, the number of shares of EVI Common Stock and cash, if any, in lieu of a fractional share of EVI Common Stock into which the Company Cornerstone Common Shares theretofore represented by such Certificate shall have been converted pursuant to Section 2.1Section 1.8 and Section 1.10, and any cash payable in lieu of fractional shares pursuant to Section 1.13(g). The No interest will be paid or will accrue on the Merger Consideration upon the surrender of any Certificate or on any cash payable pursuant to Section 1.13(d) or Section 1.13(g). Colonial or the Exchange Agent, as applicable, shall be entitled, in its sole and absolute discretion, to deduct and withhold from the cash, Colonial Common Shares or Colonial Series E Preferred Depositary Shares, or any combination thereof, that otherwise is payable pursuant to this Agreement to any holder of Cornerstone Common Shares such amounts as Colonial or the Exchange Agent shall not be entitled is required to vote or exercise any rights of ownership deduct and withhold with respect to the EVI making of such payment under the Code or under any provision of federal, state, local or foreign Tax law. For this purpose, (x) any Colonial Common Stock held Shares deducted and withheld by it from time Colonial shall be valued at the last trading price of the Colonial Common Shares on the NYSE on the Effective Date of the Merger and (y) any Colonial Series E Preferred Depositary Shares deducted and withheld by Colonial shall be valued at $25.00 (i.e., 1/100th of the liquidation preference of a Colonial Series E Preferred Share). To the extent that amounts are so withheld by Colonial or the Exchange Agent, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to time hereunder, except that it shall receive the holder of Cornerstone Common Shares in respect of which such deduction and hold all dividends withholding was made by Colonial or other distributions paid or distributed with respect thereto for the account of Persons entitled theretoExchange Agent.

Exchange Procedure. As soon as reasonably practicable after the ------------------- Effective Time of the MergerTime, the Exchange Paying Agent shall mail to each holder of record of a certificate or certificates (the "Certificates") that immediately prior to the ------------ Effective Time of the Merger represented outstanding shares of Company Shares (Common Stock whose shares were converted into the "Certificates"), other than the Company, EVI and any wholly owned subsidiary of the Company or EVIright to receive Merger Consideration pursuant to Section 2.01, (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Paying Agent and shall be in a such form and have such other provisions as EVI Parent may reasonably specify) ), and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the certificates representing the EVI Common Stock and any cash in lieu of a fractional share of EVI Common StockMerger Consideration. Upon surrender of a Certificate for cancellation cancelation to the Exchange Paying Agent or to such other agent or agents as may be appointed by the Surviving CorporationParent, together with such letter of transmittal, duly 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 a certificate or certificates representing the number amount of whole shares of EVI Common Stock cash into which the shares of Company Shares Common Stock theretofore represented by such Certificate shall have been converted pursuant to Section 2.1 and any cash payable in lieu of a fractional share of EVI Common Stock2.01, and the Certificate so surrendered shall forthwith be canceled. If In the shares event of EVI a transfer of ownership of Company Common Stock are to that is not registered in the transfer records of the Company, payment may be issued made to a Person person other than the Person person in whose name the Certificate so surrendered is registered, it shall be a condition of exchange that registered if such Certificate shall be properly endorsed or otherwise be in proper form for transfer and that the Person person requesting such exchange payment shall pay any transfer or other taxes required by reason of the exchange payment to a Person person other than the registered holder of such Certificate or establish to the reasonable satisfaction of the Surviving Corporation Parent that such tax has been paid or is not applicable. Until surrendered as contemplated by this Section 2.22.02, each Certificate shall be deemed deemed, at any time after the Effective Time of the Merger Time, to represent only the right to receive, receive upon such surrender the amount of such Certificate, the number of shares of EVI Common Stock and cash, if anywithout interest, in lieu of a fractional share of EVI Common Stock into which the shares of Company Shares Common Stock theretofore represented by such Certificate shall have been converted pursuant to Section 2.1Section 2.01. The Exchange Agent No interest shall not be entitled to vote paid or exercise accrue on the cash payable upon surrender of any rights of ownership with respect Certificate. If a mutilated Certificate is surrendered to the EVI Common Stock held by it Paying Agent or if the holder of a Certificate submits an affidavit to the Paying Agent stating that the Certificate has been lost, destroyed or wrongfully taken, such holder shall furnish an indemnity bond sufficient in the judgment of Parent to protect Parent, the Surviving Corporation and the Paying Agent from time to time hereunder, except any loss that it shall receive and hold all dividends or other distributions paid or distributed with respect thereto for the account any of Persons entitled theretothem may suffer.

Exchange Procedure. As soon as reasonably practicable after the Effective Time of Time, Parent shall, or cause the MergerSurviving Corporation or its agent to, the Exchange Agent shall mail to each holder of record of a certificate or certificates that which immediately prior to the Effective Time represented shares of the Merger represented outstanding Company Shares Stock (other than Company Stock to be canceled in accordance with Section 3.1(b)) (the "“Certificates"), other than the Company, EVI and any wholly owned subsidiary of the Company or EVI, ”): (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Agent Parent, or its agent, and shall be in a form and have such other provisions as EVI Parent may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the certificates representing the EVI Common Stock and any cash in lieu of a fractional share of EVI Common StockMerger Consideration. Upon surrender of a Certificate for cancellation to the Exchange Agent Surviving Corporation or to such other agent or agents as may be appointed by the Surviving CorporationParent, together with such letter of transmittal, duly executed, and such other documents as may reasonably be required by the Exchange AgentParent, the holder of such Certificate shall be entitled to receive in exchange therefor a certificate or certificates representing the number of whole shares of EVI Parent Common Stock into which the shares of Company Shares Stock theretofore represented by such Certificate shall have been converted pursuant to Section 2.1 and any cash payable in lieu of a fractional share of EVI Common Stock3.1, and the Certificate so surrendered shall forthwith be canceled. If In the event of a transfer of ownership of shares of EVI Common Company Stock are to that is not registered in the transfer records of the Company, payment may be issued made to a Person other than the Person in whose name the Certificate so surrendered is registered, it shall be a condition of exchange that if such Certificate shall be properly endorsed or endorsed, and otherwise be in proper form for transfer and that the Person requesting such exchange payment shall pay any transfer or other taxes required by reason of the exchange payment to a Person other than the registered holder of such Certificate or establish to the reasonable satisfaction of the Surviving Corporation that such tax has been paid or is not applicable. Until surrendered as contemplated by this Section 2.23.2, each Certificate shall be deemed at any time after the Effective Time of the Merger to represent only the right to receive, receive upon such surrender of such Certificate, the number of shares of EVI Common Stock and cash, if any, in lieu of a fractional share of EVI Parent Common Stock into which the shares of Company Shares Stock theretofore represented by such Certificate shall have been converted pursuant to Section 2.1Section 3.1. The Exchange Agent No interest will be paid or will accrue on any cash payable upon the surrender of any Certificate. In the event any Certificate shall not be entitled to vote have been lost, stolen or exercise any rights of ownership with respect destroyed, Parent may, in its discretion and as a condition precedent to the EVI Common Stock held payment of the Merger Consideration in respect of the shares represented by it from time such Certificate, require the owner of such lost, stolen or destroyed Certificate to time hereunder, except deliver either (i) a bond in such sum as Parent may reasonably direct or (ii) a reasonable indemnity against any claim that it shall receive and hold all dividends may be made against Parent or other distributions paid the Surviving Corporation or distributed with respect thereto for the account of Persons entitled theretotheir agents.

Exchange Procedure. As soon as practicable after the Effective Time of the MergerTime, the Exchange Agent shall mail to each holder of record of a certificate or certificates that which, immediately prior to the Effective Time of the Merger Time, represented outstanding Company MedPartners Shares (the "Certificates"), other than ) whose shares were converted into the Company, EVI and any wholly owned subsidiary of right to receive the Company or EVIMerger Consideration provided for in Section 2.1, (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Agent and shall be in a such form and have such other provisions as EVI PhyCor may reasonably specify) ), and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the certificates representing the EVI Common Stock and any cash in lieu shares of a fractional share of EVI PhyCor Common Stock. Upon surrender of a Certificate for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by the Surviving CorporationPhyCor, together with such letter of transmittal, duly executed, and such other documents as may reasonably be required by the Exchange Agent, the holder of such Certificate shall be entitled to receive in exchange therefor a certificate or certificates representing the that number of whole shares of EVI PhyCor Common Stock into and cash which such holder has the Company Shares theretofore represented by such Certificate shall have been converted right to receive pursuant to Section the provisions of Sections 2.1 and any cash payable in lieu of a fractional share of EVI Common Stock2.2, and the Certificate so surrendered shall forthwith be canceled. If the any cash or any certificate representing shares of EVI PhyCor Common Stock are is to be paid to or issued in a name other than that in which the Certificate surrendered in exchange therefor is registered, a certificate representing the proper number of shares of PhyCor Common Stock may be issued to a Person person other than the Person person in whose name the Certificate so surrendered is registered, it shall be a condition of exchange that if such Certificate shall be properly endorsed or otherwise be in proper form for transfer and that the Person person requesting such exchange payment shall pay to the Exchange Agent any transfer or other taxes required by reason of the exchange issuance of shares of PhyCor Common Stock to a Person person other than the registered holder of such Certificate or establish to the reasonable satisfaction of the Surviving Corporation Exchange Agent that such tax has been paid or is not applicable. Until surrendered as contemplated by this Section 2.2, each Certificate shall be deemed at any time after the Effective Time of the Merger to represent only the right to receivereceive upon such surrender the certificate representing shares of PhyCor Common Stock and cash in lieu of any fractional shares of PhyCor Common Stock as contemplated by this Section 2.2. No interest will be paid or will accrue on any cash payable in lieu of any fractional shares of PhyCor Common Stock. To the extent permitted by law, upon surrender former stockholders of such Certificate, record of MedPartners shall be entitled to vote after the Effective Time at any meeting of PhyCor's stockholders the number of whole shares of EVI Common Stock and cash, if any, in lieu of a fractional share of EVI PhyCor Common Stock into which the Company their respective MedPartners Shares theretofore represented by are converted, regardless of whether such Certificate shall holders have been converted pursuant to Section 2.1. The Exchange Agent shall not be entitled to vote or exercise any rights of ownership with respect to the EVI exchanged their Certificates for certificates representing PhyCor Common Stock held by it from time to time hereunder, except that it shall receive and hold all dividends or other distributions paid or distributed in accordance with respect thereto for the account of Persons entitled theretothis Section 2.2.

Exchange Procedure. As soon (a) Upon exchange of any Note, the Issuers will settle the Exchange Obligation on the third Business Day immediately following the Exchange Date. (b) Before any Holder of a Note shall be entitled to exchange the same as practicable after set forth above, such Holder shall (i) in the Effective Time case of a Global Note, comply with the procedures of the MergerDepositary in effect at that time and, if required, pay funds equal to interest payable on the next Interest Payment Date to which such Holder is not entitled and (ii) in the case of a Definitive Note (1) complete, manually sign and deliver an irrevocable notice to the Exchange Agent as set forth in the Form of Notice of Exchange (or a facsimile thereof) (a “Notice of Exchange”) attached as Exhibit F hereto at the office of the Exchange Agent and state in writing therein the principal amount of Notes to be exchanged and the name or names (with addresses) in which such Holder wishes the certificate or certificates for any shares of Common Stock to be delivered upon settlement of the Exchange Obligation to be registered, (2) surrender such Notes, duly endorsed to the Issuers or in blank (and accompanied by appropriate endorsement and transfer documents), at the office of the Exchange Agent, (3) if required, furnish appropriate endorsements and transfer documents. The Trustee (and if different, the Exchange Agent Agent) shall mail notify the Issuers of any exchange pursuant to each holder this Article Thirteen on the Exchange Date for such exchange and (4) if required, pay funds equal to interest payable on the next Interest Payment Date to which such Holder is not entitled. No Notice of record Exchange with respect to any Notes may be surrendered by a Holder thereof if such Holder has also delivered a Fundamental Change Repurchase Notice to the Issuers in respect of a certificate such Notes and not validly withdrawn such Fundamental Change Repurchase Notice in accordance with Section 11.02. If more than one Note shall be surrendered for exchange at one time by the same Holder, the Exchange Obligation with respect to such Notes shall be computed on the basis of the aggregate principal amount of the Notes (or certificates that specified portions thereof to the extent permitted thereby) so surrendered. (c) A Note shall be deemed to have been exchanged immediately prior to the Effective Time close of business on the Merger represented outstanding Company Shares date (the "Certificates"), other than “Exchange Date”) that the Company, EVI and any wholly owned subsidiary of Holder has complied with the Company requirements set forth in subsection (b) above. The Issuers shall issue or EVI, (i) a letter of transmittal (which shall specify that delivery shall cause to be effectedissued, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Agent and shall be in a form and have such other provisions as EVI may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the certificates representing the EVI Common Stock and any cash in lieu of a fractional share of EVI Common Stock. Upon surrender of a Certificate for cancellation deliver to the Exchange Agent or to such other agent Holder, or agents as may be appointed by such Holder’s nominee or nominees, certificates or a book-entry transfer through the Surviving Corporation, together with such letter of transmittal, duly executed, and such other documents as may reasonably be required by Depositary for the Exchange Agent, the holder of such Certificate shall be entitled to receive in exchange therefor a certificate or certificates representing the number of whole shares of EVI Common Stock into which the Company Shares theretofore represented by such Certificate shall have been converted pursuant to Section 2.1 and any cash payable in lieu of a fractional share of EVI Common Stock, and the Certificate so surrendered shall forthwith be canceled. If the shares of EVI Common Stock are to be issued to a Person other than the Person in whose name the Certificate so surrendered is registered, it shall be a condition of exchange that such Certificate shall be properly endorsed or otherwise in proper form for transfer and that the Person requesting such exchange shall pay any transfer or other taxes required by reason of the exchange to a Person other than the registered holder of such Certificate or establish to the reasonable satisfaction of the Surviving Corporation that such tax has been paid or is not applicable. Until surrendered as contemplated by this Section 2.2, each Certificate shall be deemed at any time after the Effective Time of the Merger to represent only the right to receive, upon surrender of such Certificate, the full number of shares of EVI Common Stock to which such Holder shall be entitled in satisfaction of the Issuers’ Exchange Obligation. (d) In case any Note shall be surrendered for partial exchange, the Company shall execute and cashthe Trustee shall authenticate and deliver to or upon the written order of the Holder of the Note so surrendered a new Note or Notes in authorized denominations in an aggregate principal amount equal to the unexchanged portion of the surrendered Note, without payment of any service charge by the exchanging Holder but, if anyrequired by the Issuers or Trustee, in lieu with payment of a fractional share sum sufficient to cover any transfer tax or similar governmental charge required by law or that may be imposed in connection therewith as a result of EVI Common Stock into which the Company Shares theretofore name of the Holder of the new Notes issued upon such exchange being different from the name of the Holder of the old Notes surrendered for such exchange. (e) Except as provided in Section 13.06, no adjustment shall be made for dividends on any shares issued upon the exchange of any Note as provided in this Article Thirteen. (f) Upon the exchange of an interest in a Global Note, the Trustee, or the Custodian at the direction of the Trustee, shall make a notation on such Global Note as to the reduction in the principal amount represented by such Certificate shall have been converted pursuant to Section 2.1thereby. The Issuers shall notify the Trustee in writing of any exchange of Notes effected through any Exchange Agent shall not be entitled to vote or exercise any rights of ownership with respect to other than the EVI Common Stock held by it from time to time hereunder, except that it shall receive and hold all dividends or other distributions paid or distributed with respect thereto for the account of Persons entitled theretoTrustee.

Exchange Procedure. As soon as practicable after Promptly following the Effective Time of the Mergersurrender, the Exchange Agent shall mail to each holder of record in accordance with such instructions, of a certificate Certificate or certificates that immediately prior to the Effective Time of the Merger represented outstanding Company Shares (the "Certificates"), other than the Company, EVI and any wholly owned subsidiary of the Company or EVI, (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates Note to the Exchange Agent and shall be in a form and have such other provisions as EVI may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the certificates representing the EVI Common Stock and any cash in lieu of a fractional share of EVI Common Stock. Upon surrender of a Certificate for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by the Surviving CorporationExchange Agent or Parent pursuant to the Exchange Agent Agreement), together with such letter of transmittal (duly executed) and any other documents required by such instructions or letter of transmittal, duly executed, and such other documents as may reasonably be required by the Exchange AgentAgent shall, subject to Section 2.4(d), cause to be distributed to the holder Person in whose name such Certificate or Company Note shall have been issued (i) a certificate registered in the name of such Certificate shall be entitled to receive in exchange therefor a certificate or certificates Person representing the number of whole shares of EVI Parent Common Stock into which the shares of Company Shares theretofore Common Stock, Company Preferred Stock or Company Note previously represented by such the surrendered Certificate or Company Note shall have been converted at the Effective Time pursuant to Section 2.1 and this Article II, (ii) payment (which shall be made by check) of any cash payable in lieu of fractional shares of Parent Common Stock pursuant to Section 2.4(f) and (iii) a fractional share Parent Warrant representing such holder's pro rata portion, as determined based on each holder's ownership percentage of EVI Company Common Stock, Series C Preferred, Series D Preferred or Company Notes, as the case may be. Each Certificate and the Certificate Company Note so surrendered shall forthwith be canceled. If In addition, promptly following the shares surrender, in accordance with such instructions, of EVI Common Stock are a Company Derivative Security to the Exchange Agent (or such other agent or agents as may be appointed by the Exchange Agent or Parent pursuant to the Exchange Agent Agreement), together with such letter of transmittal (duly executed) and any other documents required by such instructions or letter of transmittal, the Exchange Agent shall, subject to Section 2.4(d), cause to be issued distributed to a Person other than the Person in whose name the Certificate so surrendered is registered, it shall be a condition of exchange that such Certificate shall be properly endorsed or otherwise in proper form for transfer and that the Person requesting such exchange shall pay any transfer or other taxes required by reason of the exchange to a Person other than the registered holder of such Certificate or establish to the reasonable satisfaction of the Surviving Corporation that such tax Company Derivative Security has been paid or is not applicable. Until surrendered as contemplated by this Section 2.2, each Certificate shall be deemed at any time after issued the Effective Time of the Merger to represent only the right to receive, upon surrender of such Certificate, the number of shares of EVI Common Stock and cash, if any, in lieu of a fractional share of EVI Common Stock into which the Company Shares theretofore represented by such Certificate shall have been converted pursuant to Section 2.1. The Exchange Agent shall not be entitled to vote or exercise any rights of ownership with respect to the EVI Common Stock held by it from time to time hereunder, except that it shall receive and hold all dividends or other distributions paid or distributed with respect thereto for the account of Persons entitled theretocorresponding Parent Derivative Security.

Exchange Procedure. As soon as practicable PREIT and PREIT Partnership shall use commercially reasonable efforts to cause the Exchange Agent, no later than the fifth (5th) business day after the Effective Time of the MergerClosing Date, the Exchange Agent shall to mail to each holder of record of a certificate Certificate or certificates that Certificates which immediately prior to the Effective Time of represented outstanding Crown Common Shares or Crown Senior Preferred Shares whose shares were converted into the right to receive the Merger represented outstanding Company Shares (the "Certificates"), other than the Company, EVI and any wholly owned subsidiary of the Company or EVIConsideration pursuant to Section 1.8, (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Agent and shall be in a form and have such other provisions as EVI PREIT may reasonably specify) ), and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the certificates representing the EVI Common Stock and any cash in lieu of a fractional share of EVI Common StockMerger Consideration. Upon surrender of a Certificate for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by the Surviving CorporationAgent, together with such letter of transmittal, duly executed, and such other documents as may reasonably be required by the Exchange Agent, (x) the holder of such Certificate shall be entitled to receive in exchange therefor a certificate or certificates representing the number of whole shares of EVI Common Stock Merger Consideration into which the Company Crown Common Shares or Crown Senior Preferred Shares, as applicable, theretofore represented by such Certificate shall have been converted pursuant to Section 2.1 and 1.8, including any cash payable in lieu of a fractional share of EVI Common Stockshares pursuant to Section 1.11(g), (y) PREIT and PREIT Partnership shall use commercially reasonable efforts to cause the Exchange Agent to mail (or make available for collection by hand if so elected by the surrendering holder) such amount to such holder within five business days after receipt thereof, and (z) the Certificate so surrendered shall forthwith be canceled. If In the shares event of EVI a transfer of ownership of Crown Common Stock are to Shares or Crown Senior Preferred Shares which is not registered in the transfer records of Crown, payment may be issued made to a Person other than the Person in whose name the Certificate so surrendered is registered, it shall be a condition of exchange that registered if such Certificate shall be properly endorsed or otherwise be in proper form for transfer and that the Person requesting such exchange payment either shall pay any transfer or other taxes required by reason of the exchange such payment being made to a Person other than the registered holder of such Certificate or establish to the reasonable satisfaction of the Surviving Corporation Crown that such tax has or taxes have been paid or is are not applicable. Until surrendered as contemplated by this Section 2.21.11, each Certificate shall be deemed at any time after the Effective Time of the Merger to represent only the right to receivereceive upon such surrender the Merger Consideration, upon surrender of such Certificatewithout interest, the number of shares of EVI Common Stock and cash, if any, in lieu of a fractional share of EVI Common Stock into which the Company Crown Common Shares or Crown Senior Preferred Shares theretofore represented by such Certificate shall have been converted pursuant to Section 2.1Section 1.8, including any cash payable in lieu of fractional shares pursuant to Section 1.11(g). The No interest will be paid or will accrue to the benefit of the shareholders on the Merger Consideration or on any cash payable pursuant to Section 1.11(g). PREIT or the Exchange Agent, as applicable, shall be entitled, in its sole and absolute discretion, to deduct and withhold from the cash, PREIT Common Shares or PREIT Senior Preferred Shares, or any combination thereof, that otherwise is payable pursuant to this Agreement to any holder of Crown Common Shares or Crown Senior Preferred Shares such amounts as PREIT or the Exchange Agent shall not be entitled is required to vote or exercise any rights of ownership deduct and withhold with respect to the EVI making of such payment under the Code or under any provision of state, local or foreign tax law. For this purpose, any PREIT Common Shares or PREIT Senior Preferred Shares deducted and withheld by PREIT shall be valued at the last trading price of the PREIT Common Shares or the PREIT Senior Preferred Shares, as applicable, on the New York Stock held Exchange on the Effective Date of the Merger (or in the event that the PREIT Senior Preferred Shares do not yet trade on the New York Stock Exchange, at the liquidation preference (excluding unpaid dividends) per PREIT Senior Preferred Share). To the extent that amounts are so withheld by it from time PREIT or the Exchange Agent, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to time hereunderthe holder of the Crown Common Shares or Crown Senior Preferred Shares, except that it shall receive as applicable, in respect of which such deduction and hold all dividends withholding was made by PREIT or other distributions paid or distributed with respect thereto for the account of Persons entitled theretoExchange Agent.

Exchange Procedure. At or prior to the Effective Time, Parent shall deposit with a bank or trust company designated by Parent and reasonably acceptable to Company (the "EXCHANGE AGENT") for the benefit of the holders of Company Common Stock outstanding immediately prior to the Effective Time, for exchange in accordance with this Section 2.2, through the Exchange Agent, (i) certificates evidencing the shares of Parent Common Stock issuable pursuant to Section 2.1(c) in exchange for outstanding shares of Company Common Stock and (ii) cash in an aggregate amount sufficient to pay for fractional shares pursuant to Section 2.2(d). Any interest, dividends, or other income earned on the investment of cash or other property deposited by Parent with the Exchange Agent in accordance with this Section 2.2 shall be for the account of and payable to Parent. As soon as reasonably practicable after the Effective Time of but in any event no later than 10 days after the MergerEffective Time, the Exchange Agent Parent shall mail cause to be mailed to each holder of record of a certificate or certificates that which immediately prior to the Effective Time of the Merger represented outstanding shares of Company Shares Common Stock (the "CertificatesCERTIFICATES"), other than the Company, EVI and any wholly owned subsidiary of the Company or EVI, (i) a letter of transmittal (which shall be in customary form and shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Exchange Agent and shall be in a form and have such other provisions as EVI may reasonably specify) Agent), and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the certificates representing the EVI Common Stock and any cash in lieu shares of a fractional share of EVI Parent Common Stock. Upon surrender of a Certificate for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by the Surviving CorporationAgent, together with such letter of transmittal, duly executed, and such other documents as may reasonably be required by the Exchange Agent, the holder of such Certificate shall be entitled to receive in exchange therefor a certificate or certificates representing the evidencing that number of whole shares of EVI Parent Common Stock into which such holder has the right to receive in respect of the shares of Company Shares theretofore represented Common Stock formerly evidenced by such Certificate shall have been converted (after taking into account all shares of Company Common Stock then held of record by such holder), cash in lieu of fractional shares of Parent Common Stock to which such holder is entitled pursuant to Section 2.1 2.2(d) and any cash payable in lieu of a fractional share of EVI Common Stockdividends or other distributions to which such holder is entitled pursuant to Section 2.2(b), and the Certificate so surrendered shall forthwith be canceledcancelled. If In the event of a transfer of ownership of Company Common Stock which is not registered in the transfer records of the Company, a certificate representing the proper number of shares of EVI Parent Common Stock are to may be issued to a Person person other than the Person person in whose name the Certificate so surrendered is registered, it shall be a condition of exchange that if such Certificate Certificate, accompanied by all documents required to evidence and effect such transfer, shall be properly endorsed with signature guarantee or otherwise be in proper form for transfer transfer, and that the Person person requesting such exchange payment shall pay any transfer or other taxes required by reason of the exchange issuance of shares of Parent Common Stock to a Person person other than the registered holder of such Certificate or establish to the reasonable satisfaction of the Surviving Corporation Parent that such tax has been paid or is not applicable. Until surrendered as contemplated by this Section 2.2, each Certificate shall be deemed at any time after the Effective Time of the Merger to represent only the right to receive, receive upon such surrender of such Certificate, the number of certificate evidencing whole shares of EVI Parent Common Stock and cashStock, if any, cash in lieu of a any fractional share shares of EVI Parent Common Stock into to which the Company Shares theretofore represented by such Certificate shall have been converted holder is entitled pursuant to Section 2.1. The Exchange Agent shall not be entitled to vote or exercise Section 2.2(d) and any rights of ownership with respect to the EVI Common Stock held by it from time to time hereunder, except that it shall receive and hold all dividends or other distributions to which such holder is entitled pursuant to Section 2.2(b). No interest will be paid or distributed with respect thereto for the account of Persons entitled theretowill accrue on any cash payable pursuant to Section 2.2(b) or 2.2(d).

Exchange Procedure. As soon as reasonably practicable after the Effective Time of the MergerTime, Parent shall cause the Exchange Agent shall to mail to each holder of record of a certificate or certificates that immediately prior to the Effective Time of the Merger represented outstanding Company Shares (the "Certificates"), other than the Company, EVI i) each Stock Certificate and (ii) any wholly owned subsidiary of the Company or EVIBook Entry Shares, (iA) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Stock Certificates to the Exchange Agent or in the case of Book Entry Shares, upon adherence to the procedures set forth in the letter of transmittal, and shall be in a form and have such other provisions as EVI may reasonably specify) acceptable to the Company), and (iiB) instructions for use in effecting the surrender of the Stock Certificates and Book Entry Shares in exchange for the certificates representing Merger Consideration as provided in Section 3.1(a). Exchange of any Book Entry Shares shall be effected in accordance with the EVI Common Stock and any cash in lieu of a fractional share of EVI Common StockExchange Agent’s customary procedures with respect to securities represented by book entry. Upon surrender of a Stock Certificate or Book Entry Share for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by the Surviving CorporationParent, together with such letter of transmittal, duly executed, and such other documents as may reasonably be required by the Exchange Agent, the holder of such Stock Certificate or Book Entry Share shall be entitled to receive in exchange therefor (x) one or more shares of Parent Common Stock (which shall be in uncertificated book-entry form unless a physical certificate or certificates representing is requested) representing, in the aggregate, the whole number of whole shares of EVI Parent Common Stock into which that such holder has the Company Shares theretofore represented by such Certificate shall have been converted right to receive pursuant to Section 2.1 3.1 (after taking into account all shares of Company Common Stock then held by such holder) and any (y) a check in the amount equal to the aggregate amount of cash that such holder has the right to receive pursuant to Section 3.1 and this Article III, including cash payable in lieu of a any fractional share shares of EVI Parent Common StockStock pursuant to Section 3.1(f) and dividends and other distributions pursuant to Section 3.1(e), and the Stock Certificate or Book Entry Share so surrendered shall forthwith be canceledcancelled. If No interest shall be paid or accrued on any Merger Consideration, cash in lieu of fractional shares or on any unpaid dividends and distributions payable to holders of Stock Certificates or Book Entry Shares. Parent shall cause the Exchange Agent to make all payments required pursuant to the preceding sentence as soon as practicable following the valid surrender of Stock Certificates or Book Entry Shares. In the event of a transfer of ownership of Company Common Stock that is not registered in the transfer records of the Company, the Merger Consideration payable in respect of such shares of EVI Company Common Stock are to may be issued paid to a Person other than the Person in whose name the Stock Certificate so surrendered is registered, it shall be a condition of exchange that if such Stock Certificate shall be properly endorsed or otherwise be in proper form for transfer and that the Person requesting such exchange payment shall pay any transfer or other taxes required by reason of the exchange payment to a Person other than the registered holder of such Stock Certificate or establish to the reasonable satisfaction of the Surviving Corporation Entity that such tax has been paid or is not applicable. Until surrendered as contemplated by this Section 2.23.3(b), each Stock Certificate and Book Entry Share shall be deemed at any time after the Effective Time of the Merger to represent only the right to receive, receive upon such surrender the Merger Consideration payable pursuant to Section 3.1(a) in respect of such Certificate, the number of shares of EVI Company Common Stock and cashrepresented by such Stock Certificates or Book Entry Shares, if any, any cash in lieu of a fractional share of EVI Common Stock into shares to which the Company Shares theretofore represented by such Certificate shall have been converted holders thereof are entitled pursuant to Section 2.1. The Exchange Agent shall not be entitled to vote or exercise Section 3.1(f) and any rights of ownership with respect to the EVI Common Stock held by it from time to time hereunder, except that it shall receive and hold all dividends or other distributions paid or distributed with respect thereto for to which the account of Persons holders thereof are entitled theretopursuant to Section 3.1(e), without any interest thereon.

Exchange Procedure. As soon as reasonably practicable after the Effective Time of the MergerTime, Parent shall cause the Exchange Agent shall to mail to each holder of record as of a certificate or certificates that immediately prior to the Effective Time of the Merger represented outstanding Company Shares (the "Certificates"), other than the Company, EVI i) each Stock Certificate and any wholly owned subsidiary of the Company or EVI(ii) each Book Entry Share, (iA) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Stock Certificates to the Exchange Agent or, in the case of Book Entry Shares, upon adherence to the procedures set forth in the letter of transmittal, and shall be in a form and have such other provisions as EVI may reasonably specify) acceptable to the Company), and (iiB) instructions for use in effecting the surrender of the Stock Certificates and Book Entry Shares in exchange for the certificates representing Merger Consideration as provided in Section 3.1(a). Exchange of any Book Entry Shares shall be effected in accordance with the EVI Common Stock and any cash in lieu of a fractional share of EVI Common StockExchange Agent’s customary procedures with respect to securities represented by book entry. Upon Promptly after the Effective Time, upon surrender of a Stock Certificate or Book Entry Share for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by the Surviving CorporationParent, together with such letter of transmittal, duly executed, and such other documents as may reasonably be required by the Exchange Agent, the holder of such Stock Certificate or Book Entry Share shall be entitled to receive in exchange therefor a certificate (x) one or certificates representing more shares of Parent Common Stock (which shall only be in uncertificated book-entry form) representing, in the aggregate, the whole number of whole shares of EVI Parent Common Stock into which that such holder has the Company Shares theretofore represented by such Certificate shall have been converted right to receive pursuant to Section 2.1 3.1 (after taking into account all shares of Company Common Stock then held by such holder) and any (y) a check in the amount equal to the aggregate amount of cash that such holder has the right to receive pursuant to Section 3.1 and this Article III, including cash payable in lieu of a any fractional share shares of EVI Parent Common StockStock pursuant to Section 3.1(f) and dividends and other distributions pursuant to Section 3.1(e), and the Stock Certificate or Book Entry Share so surrendered shall forthwith be canceled. If No interest shall be paid or accrued on any Merger Consideration, cash in lieu of fractional shares or on any unpaid dividends and distributions payable to holders of Stock Certificates or Book Entry Shares. Parent shall cause the Exchange Agent to make all payments required pursuant to the preceding sentence as soon as practicable following the valid surrender of Stock Certificates or Book Entry Shares. In the event of a transfer of ownership of Company Common Stock that is not registered in the transfer records of the Company, the Merger Consideration payable in respect of such shares of EVI Company Common Stock are to may be issued paid to a Person other than the Person in whose name the Stock Certificate so surrendered is registered, it shall be a condition of exchange that if such Stock Certificate shall be properly endorsed or otherwise be in proper form for transfer and that the Person requesting such exchange payment shall pay any transfer or other taxes required by reason of the exchange payment to a Person other than the registered holder of such Stock Certificate or establish to the reasonable satisfaction of the Surviving Corporation Entity that such tax has been paid or is not applicable. Until surrendered as contemplated by this Section 2.23.3(b), each Stock Certificate and Book Entry Share shall be deemed at any time after the Effective Time of the Merger to represent only the right to receive, receive upon such surrender the Merger Consideration payable pursuant to Section 3.1(a) in respect of such Certificate, the number of shares of EVI Company Common Stock and cashrepresented by such Stock Certificates or Book Entry Shares, if any, any cash in lieu of a fractional share of EVI Common Stock into shares to which the Company Shares theretofore represented by such Certificate shall have been converted holders thereof are entitled pursuant to Section 2.1. The Exchange Agent shall not be entitled to vote or exercise Section 3.1(f) and any rights of ownership with respect to the EVI Common Stock held by it from time to time hereunder, except that it shall receive and hold all dividends or other distributions paid or distributed with respect thereto for to which the account of Persons holders thereof are entitled theretopursuant to Section 3.1(e), without any interest thereon.

Exchange Procedure. As soon as reasonably practicable after the Effective Time of (but in any event, no later than three Business Days after the MergerEffective Time), Spartan Stores shall cause the Exchange Agent shall to mail to each holder of record of a certificate or certificates that immediately prior to shares of ▇▇▇▇-▇▇▇▇▇ Common Stock (other than Excluded Shares), as of the Effective Time of the Merger represented outstanding Company Shares (the "Certificates"), other than the Company, EVI and any wholly owned subsidiary of the Company or EVITime, (i) a form of letter of transmittal (which shall be in customary form and shall specify that delivery shall will be effected, and risk of loss and title to the Certificates shall or Book-Entry Shares will pass, only upon proper delivery of the such Certificates or Book-Entry Shares to the Exchange Agent upon adherence to the procedures set forth in the letter of transmittal) for use in effecting the surrender of Certificates or Book-Entry Shares in exchange for the Merger Consideration, any cash in lieu of fractional shares payable pursuant to Section 3.7 and shall be in a form and have such any dividends or other provisions as EVI may reasonably specify) distributions payable pursuant to Section 3.4, and (ii) instructions for use in effecting the surrender of the such Certificates or Book-Entry Shares in exchange for the certificates representing the EVI Common Stock and Merger Consideration, any cash in lieu of a fractional share of EVI Common Stockshares payable pursuant to Section 3.7 and any dividends or other distributions payable pursuant to Section 3.4. Upon surrender of a Certificate or of Book-Entry Shares for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by the Surviving CorporationAgent, together with such letter of transmittal, duly executedcompleted and validly executed in accordance with the instructions thereto, and such other documents as may reasonably be required by the Exchange Agent, the each holder of such a Certificate or of Book Entry Shares shall be entitled to receive in exchange therefor a certificate or certificates (A) book-entry shares representing the number of whole shares of EVI Spartan Stores Common Stock into to which the Company Shares theretofore represented by such Certificate shall have been converted holder is entitled pursuant to Section 2.1 and any 3.1, (B) cash payable in lieu of a any fractional share of EVI Common Stockshares payable pursuant to Section 3.7, and the Certificate (C) any dividends or distributions payable pursuant to Section 3.4, and such Certificates and Book-Entry Shares so surrendered shall forthwith be canceled. If In the shares event of EVI a transfer of ownership of ▇▇▇▇-▇▇▇▇▇ Common Stock are to that is not registered in the transfer records of ▇▇▇▇-▇▇▇▇▇, payment of the Merger Consideration may be issued made to a Person other than the Person in whose name the Certificate Certificates or Book-Entry Shares so surrendered is registered, it shall be a condition of exchange that such Certificate shall be are registered if properly endorsed or otherwise in proper form for transfer and that the Person requesting such exchange payment shall pay any transfer or other taxes Taxes required by reason of the exchange to a Person other than the registered holder of such Certificate transfer or establish establish, to the reasonable satisfaction of the Surviving Corporation Spartan Stores, that such tax has Taxes have been paid or is are not applicable. Until surrendered as contemplated by this Section 2.23.3(b), each Certificate and Book-Entry Share shall be deemed at any time after the Effective Time of the Merger to represent only the right to receivereceive upon such surrender the Merger Consideration, upon surrender of such Certificate, the number of shares of EVI Common Stock and cash, if any, any cash in lieu of a fractional share of EVI Common Stock into which the Company Shares theretofore represented by such Certificate shall have been converted shares payable pursuant to Section 2.1. The Exchange Agent shall not be entitled to vote or exercise Section 3.7and any rights of ownership with respect to the EVI Common Stock held by it from time to time hereunder, except that it shall receive and hold all dividends or other distributions paid or distributed with respect thereto for the account of Persons entitled theretopayable pursuant to Section 3.4.

Exchange Procedure. As soon as practicable after With respect to the Effective Time Company Common Stock of the MergerPrincipal Company Stockholders and the Company Preferred Stock of the holders thereof, not less than two business days prior to the Exchange Closing Date the PCS Paying Agent shall mail or otherwise deliver to each Principal Company Stockholder or holder of Company Preferred Stock that is a holder of record of a certificate or certificates (the "Certificates") that immediately prior to the Effective Time will represent outstanding shares of Company Common Stock or Company Preferred Stock whose shares will be converted into the right to receive the Merger represented outstanding Company Shares (the "Certificates"), other than the Company, EVI and any wholly owned subsidiary of the Company or EVIConsideration pursuant to Section 2.01, (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange PCS Paying Agent and shall be in a such form and have such other provisions as EVI Parent may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates at the Effective Time in exchange for Merger Consideration. With respect to the other Company Common Stock, as soon as reasonably practicable after the Effective Time, the Other Paying Agent shall mail to each other holder of record of a Certificate or Certificates that immediately prior to the Effective Time represented outstanding shares of Company Common Stock whose shares were converted into the right to receive Merger Consideration pursuant to Section 2.01, (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Paying Agent and shall be in such form and have such other provisions as Parent may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the certificates representing the EVI Common Stock and any cash in lieu of a fractional share of EVI Common StockMerger Consideration. Upon surrender of a Certificate for cancellation cancelation to the Exchange Agent or to such other agent or agents as may be appointed by the Surviving Corporationapplicable Paying Agent, together with such letter of transmittal, duly 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 a certificate or certificates representing the number amount of whole shares of EVI Common Stock cash into which the shares of Company Shares Common Stock or Company Preferred Stock theretofore represented by such Certificate shall have been converted pursuant to Section 2.1 and any cash payable in lieu of a fractional share of EVI Common Stock2.01, and the Certificate so surrendered shall forthwith be canceled. If In the shares event of EVI a transfer of ownership of Company Common Stock are to that is not registered in the transfer records of the Company, payment may be issued made to a Person person other than the Person person in whose name the Certificate so surrendered is registered, it shall be a condition of exchange that if such Certificate shall be properly endorsed or otherwise be in proper form for transfer and that the Person person requesting such exchange payment shall pay any transfer or other taxes required by reason of the exchange payment to a Person person other than the registered holder of such Certificate or establish to the reasonable satisfaction of the Surviving Corporation Parent that such tax has been paid or is not applicable. Until surrendered as contemplated by this Section 2.22.02, each Certificate shall be deemed at any time after the Effective Time of the Merger to represent only the right to receive, receive upon such surrender the amount of such Certificate, the number of shares of EVI Common Stock and cash, if anywithout interest, in lieu of a fractional share of EVI Common Stock into which the shares of Company Shares Common Stock or Company Preferred Stock theretofore represented by such Certificate shall have been converted pursuant to Section 2.1Section 2.01. The Exchange Agent No interest shall not be entitled to vote or exercise any rights of ownership with respect to the EVI Common Stock held by it from time to time hereunder, except that it shall receive and hold all dividends or other distributions paid or distributed with respect thereto for accrue on the account cash payable upon surrender of Persons entitled theretoany Certificate.

Exchange Procedure. As soon as practicable Promptly after the Effective Time of the MergerTime, the Exchange Agent shall mail to each holder of record of a certificate or certificates that which immediately prior to the Effective Time of the Merger represented outstanding Company Shares (shares of Class A Common Stock whose shares were converted into the "Certificates"), other than the Company, EVI and any wholly owned subsidiary right to receive cash pursuant to Section 6(B) of the Company or EVI, (i) this Plan of Merger a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates certificates representing such shares of Class A Common Stock shall pass, only upon delivery of the Certificates certificates representing such shares of Class A Common Stock to the Exchange Agent and shall be in a such form and have such other provisions as EVI the Exchange Agent may reasonably specify) ), and (ii) instructions for use in effecting the surrender of the Certificates certificates representing such shares of Class A Common Stock, in exchange for the certificates representing the EVI Common Stock and any cash in lieu of a fractional share of EVI Common StockMerger Consideration. Upon surrender of a Certificate for cancellation to the Exchange Agent of a certificate or to such other agent or agents as may be appointed by the Surviving Corporation, together with such letter certificates representing shares of transmittal, duly executed, Class A Common Stock and such other documents as may reasonably be required acceptance thereof by the Exchange Agent, the holder of such Certificate thereof shall be entitled to receive in exchange therefor a the amount of cash into which the number of shares of Class A Common Stock previously represented by such certificate or certificates representing the number of whole shares of EVI Common Stock into which the Company Shares theretofore represented by such Certificate surrendered shall have been converted pursuant to Section 2.1 this Agreement. The Exchange Agent shall accept such certificates upon compliance with such reasonable terms and any cash payable conditions as the Exchange Agent may impose to effect an orderly exchange thereof in lieu accordance with normal exchange practices. After the Effective Time, there shall be no further transfer on the records of a fractional share the Company or its transfer agent of EVI certificates representing shares of Class A Common StockStock and if such certificates are presented to the Company for transfer, and they shall be canceled against delivery of the Certificate so surrendered shall forthwith be canceled. If Merger Consideration allocable to the shares of EVI Class A Common Stock are represented by such certificate or certificates. If any Merger Consideration is to be issued remitted to a Person name other than that in which the Person in whose name certificate for the Certificate so Class A Common Stock surrendered for exchange is registered, it shall be a condition of such exchange that such Certificate the certificate so surrendered shall be properly endorsed endorsed, with signature guaranteed, or otherwise in proper form for transfer and that the Person person requesting such exchange shall pay to the Company, or its transfer agent, any transfer or other taxes required by reason of the exchange payment of the Merger Consideration to a Person name other than that of the registered holder of such Certificate the certificate surrendered, or establish to the reasonable satisfaction of the Surviving Corporation Company or its transfer agent that such tax has been paid or is not applicable. Until surrendered surrendered, as contemplated by this Section 2.27, each Certificate certificate for shares of Class A Common Stock shall be deemed at any time after the Effective Time of the Merger to represent only the right to receive, receive upon such surrender of such Certificate, the number of Merger Consideration allocable to the shares of EVI Common Stock and cash, if any, in lieu of a fractional share of EVI Common Stock into which the Company Shares theretofore represented by such Certificate shall have been converted pursuant to Section 2.1certificate as contemplated by Section 6(B) of this Plan of Merger. The Exchange Agent shall not No interest will be entitled to vote or exercise any rights of ownership with respect to the EVI Common Stock held by it from time to time hereunder, except that it shall receive and hold all dividends or other distributions paid or distributed with respect thereto for will accrue on any amount payable as Merger Consideration. Subject to completion of the account documentation referred to above, the Merger Consideration shall be paid at the Effective Time to holders of Persons entitled theretoClass A Common Stock.

Exchange Procedure. As soon as reasonably practicable after the Effective Time of the MergerTime, the Exchange Surviving Corporation shall cause the Paying Agent shall to mail to each holder of record of a certificate or certificates that which immediately prior to the Effective Time represented outstanding shares of Company Common Stock whose shares were converted into the right to receive such holder’s ratable portion of the Merger represented outstanding Company Shares Consideration (the "“Certificates"”), other than the Company, EVI and any wholly owned subsidiary of the Company or EVI, (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates held by such Person shall pass, only upon the proper delivery of the Certificates to the Exchange Paying Agent and shall be in a form and have such other provisions as EVI Parent may reasonably specify) and (ii) instructions as specified by the Paying Agent or Parent for use in effecting the surrender of the Certificates in exchange for the certificates representing the EVI Common Stock and any cash in lieu of a fractional share of EVI Common StockMerger Consideration. Upon Subject to Section 2.2(c) hereof, upon surrender of a Certificate for cancellation to the Exchange Paying Agent or to such other agent or agents as may be appointed by the Surviving CorporationParent, together with such letter of transmittal, duly completed and executed, and such all other documents as may reasonably be required by the Exchange Agentinstructions thereto, the holder of such Certificate shall be entitled to receive in exchange therefor a certificate or certificates representing therefor, and the number Paying Agent shall promptly distribute to such holder, the amount of whole shares of EVI Common Stock cash into which the shares of Company Shares Common Stock theretofore represented by such Certificate shall have been converted pursuant to Section 2.1 and any cash payable in lieu of a fractional share of EVI Common Stock2.1(c), and the Certificate so surrendered shall forthwith be canceledcancelled. If In the event of a transfer of ownership of shares of EVI Company Common Stock are to that is not registered in the transfer records of the Company, payment may be issued made to a Person other than the Person in whose name the Certificate so surrendered is registered, it shall be a condition of exchange that if such Certificate shall be properly endorsed or otherwise be in proper form for transfer and that the Person requesting such exchange payment shall pay any transfer or other taxes required by reason of the exchange payment to a Person other than the registered holder of such Certificate or establish to the reasonable satisfaction of the Surviving Corporation Parent that such tax has been paid or is not applicable. Until surrendered as contemplated by this Section 2.22.2(b), each Certificate shall be deemed at any time after the Effective Time of the Merger to represent only the right to receivereceive upon such surrender the Merger Consideration, upon surrender of such Certificatewithout interest, the number of shares of EVI Common Stock and cash, if any, in lieu of a fractional share of EVI Common Stock into which the shares of Company Shares Common Stock theretofore represented by such Certificate shall have been converted pursuant to Section 2.1Section 2.1(c). The Exchange Agent shall not No interest will be entitled to vote or exercise any rights of ownership with respect to the EVI Common Stock held by it from time to time hereunder, except that it shall receive and hold all dividends or other distributions paid or distributed with respect thereto for will accrue on the account cash payable upon the surrender of Persons entitled theretoany Certificate.

Exchange Procedure. As soon as practicable after the Effective Time of the Merger, the Exchange Agent shall mail to each holder of record of a certificate or certificates that immediately prior to the Effective Time of the Merger represented outstanding Company Shares (the "Certificates"), other than the Company, EVI Parent, Sub and any wholly owned subsidiary of the Company Company, Parent or EVISub, (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Agent and shall be in a form and have such other provisions as EVI Parent and Sub may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the certificates representing the EVI Common Stock Parent Shares and any cash in lieu of a fractional share of EVI Common StockParent Share. Upon surrender of a Certificate for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by the Surviving Corporation, together with such letter of transmittal, duly executed, and such other documents as may reasonably be required by the Exchange Agent, the holder of such Certificate shall be entitled to receive in exchange therefor a certificate or certificates representing the number of whole shares of EVI Common Stock Parent Shares into which the Company Shares theretofore represented by such Certificate shall have been converted pursuant to Section 2.1 and any cash payable in lieu of a fractional share of EVI Common StockParent Share, and the Certificate so surrendered shall forthwith be canceled. If the shares of EVI Common Stock Parent Shares are to be issued to a Person other than the Person in whose name the Certificate so surrendered is registered, it shall be a condition of exchange that such Certificate shall be properly endorsed or otherwise in proper form for transfer and that the Person requesting such exchange shall pay any transfer or other taxes required by reason of the exchange to a Person other than the registered holder of such Certificate or establish to the reasonable satisfaction of the Surviving Corporation that such tax has been paid or is not applicable. Until surrendered as contemplated by this Section 2.2, each Certificate shall be deemed at any time after the Effective Time of the Merger to represent only the right to receive, upon surrender of such Certificate, the number of shares of EVI Common Stock Parent Shares and cash, if any, in lieu of a fractional share of EVI Common Stock Parent Shares into which the Company Shares theretofore represented by such Certificate shall have been converted pursuant to Sectionsuch 2.1. The Exchange Agent shall not be entitled to vote or exercise any rights of ownership with respect to the EVI Common Stock Parent Shares held by it from time to time hereunder, except that it shall receive and hold all dividends or other distributions paid or distributed with respect thereto for the account of Persons entitled thereto.

Exchange Procedure. As soon as practicable after the Effective Time of the MergerTime, the Exchange Agent shall mail to each holder of record of a certificate or certificates that which immediately prior to the Effective Time of the Merger represented outstanding Company Shares shares of GLD Common Stock (the "Certificates"), other than ) whose shares were converted into the Company, EVI and any wholly owned subsidiary of the Company or EVI, right to receive Merger Consideration pursuant to section 2 (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Agent and shall be in a form and have such other provisions as EVI may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the certificates representing the EVI Common Stock and any cash in lieu of a fractional share of EVI Common Stocksuch Merger Consideration. Upon surrender of a Certificate for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by the Surviving CorporationAgent, together with such letter of transmittal, duly executed, and such other documents as may reasonably be required by the Exchange Agent, the holder of such Certificate shall be entitled to receive in exchange therefor a certificate or certificates representing the number of whole shares of EVI Common Stock Merger Consideration into which the Company Shares theretofore represented by such Certificate shares of GLD Common Stock shall have been converted pursuant to Section 2.1 and any section 2, cash payable in lieu of a fractional share shares of EVI Coyote Common StockStock to which such holder is entitled pursuant to section 3(f) and any dividends or other distributions to which such holder is entitled pursuant to section 3(c), and the Certificate so surrendered shall forthwith be canceled. If In the shares event of EVI a transfer of ownership of GLD Common Stock are to which is not registered in the transfer of records of GLD, payment may be issued made to a Person person other than the Person person in whose name the Certificate so surrendered is registered, it shall be a condition of exchange that if such Certificate shall be properly endorsed or otherwise be in proper form for transfer and that the Person person requesting such exchange payment shall pay any transfer or other taxes required by reason of the exchange payment to a Person person other than the registered holder of such Certificate or establish to the reasonable satisfaction of the Surviving Corporation that such tax has been paid or is not applicable. Until surrendered as contemplated by this Section 2.2At any time after Effective Time, each Certificate shall be deemed at any time after the Effective Time of the Merger to represent only the right to receive, receive upon surrender of such Certificate, the number of shares of EVI Common Stock and cash, if any, in lieu of a fractional share of EVI Common Stock merger consideration into which the Company Shares theretofore represented by such Certificate shares of GLD Common Stock shall have been converted pursuant to Section 2.1. The Exchange Agent shall not be entitled to vote or exercise section 2, cash in lieu of any rights fractional shares of ownership with respect to the EVI Coyote Common Stock held as contemplated by it from time to time hereunder, except that it shall receive section 3(f) and hold all any dividends or other distributions paid or distributed with respect thereto for the account of Persons to which such holder is entitled theretopursuant to section 3(c), in each case, without interest thereon.

Exchange Procedure. As soon as reasonably practicable after the Effective Time of the MergerTime, the Exchange Agent shall mail to each holder of record of a certificate or certificates (the "CERTIFICATES") that immediately prior to the Effective Time of the Merger represented outstanding shares of Company Shares (Common Stock whose shares were converted into the "Certificates"), other than the Company, EVI and any wholly owned subsidiary of the Company or EVIright to receive Merger Consideration pursuant to Section 2.01, (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Agent and shall be in a such form and have such other provisions as EVI Parent may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the certificates representing the EVI Common Stock and any cash in lieu of a fractional share of EVI Common StockMerger Consideration. Upon surrender of a Certificate for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by the Surviving CorporationAgent, together with such letter of transmittal, duly executed, and such other documents as may reasonably be required by the Exchange Agent, the holder of such Certificate shall be entitled to receive in exchange therefor a certificate or certificates representing the number of whole shares of EVI Common Stock Merger Consideration into which the shares of Company Shares Common Stock theretofore represented by such Certificate shall have been converted into the right to receive pursuant to Section 2.1 and 2.01, any cash payable in lieu of a fractional share of EVI Common StockParent ADSs to which such holder is entitled pursuant to Section 2.02(d) and any dividends or other distributions to which such holder is entitled pursuant to Section 2.02(c), and the Certificate so surrendered shall forthwith be canceled. If In the shares event of EVI a transfer of ownership of Company Common Stock are to that is not registered in the transfer records of the Company, payment may be issued made to a Person person other than the Person person in whose name the Certificate so surrendered is registered, it shall be a condition of exchange that if such Certificate shall be properly endorsed or otherwise be in proper form for transfer and that the Person person requesting such exchange payment shall pay any transfer or other taxes required by reason of the exchange payment to a Person person other than the registered holder of such Certificate or establish to the reasonable satisfaction of the Surviving Corporation Parent that such tax has been paid or is not applicable. The Merger Consideration will be delivered by the Exchange Agent as promptly as practicable following the surrender of a Certificate, the related letter of transmittal, duly executed, and such other documents as may reasonably be required by the Exchange Agent. Until surrendered as contemplated by this Section 2.22.02, each Certificate shall be deemed at any time after the Effective Time of the Merger to represent only the right to receive, receive upon such surrender of such Certificate, the number of shares of EVI Common Stock and cash, if any, in lieu of a fractional share of EVI Common Stock Merger Consideration into which the shares of Company Shares Common Stock theretofore represented by such Certificate shall have been converted into the right to receive pursuant to Section 2.1. The Exchange Agent shall not be Section 2.01, any cash in lieu of fractional Parent ADSs to which such holder is entitled pursuant to vote or exercise Section 2.02(d) and any rights of ownership with respect to the EVI Common Stock held by it from time to time hereunder, except that it shall receive and hold all dividends or other distributions to which such holder is entitled pursuant to Section 2.02(c), in each case, without interest thereon. No interest shall be paid or distributed with respect thereto for accrue on the account cash payable upon surrender of Persons entitled theretoany Certificate.

Exchange Procedure. As soon as reasonably practicable after the Effective Time of the MergerTime, the Exchange Agent shall mail to each holder of record of a certificate or certificates that immediately prior to the Effective Time of the Merger represented outstanding Company Shares (the "Certificates"), other than the Company, EVI and any wholly owned subsidiary of the Company or EVI, Stock Certificate (i) a form of letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Stock Certificates held by such Company Stockholder shall pass, only upon proper delivery of the Stock Certificates to the Exchange Agent and, in the case of shares in book-entry form, any additional documents specified by the procedures set forth in the form of letter of transmittal and shall be in a such customary form and have such other customary provisions as EVI Parent may reasonably specify) ), and (ii) instructions for use in effecting the surrender of the Stock Certificates in exchange for the certificates representing the EVI Common Stock and any cash in lieu of a fractional share of EVI Common StockMerger Consideration. Upon surrender of a Stock Certificate in proper form for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by the Surviving CorporationParent, together with such letter of transmittal, duly completed and validly executed, and such other documents as may reasonably be required by the Exchange AgentAgent or Parent, the holder of such Stock Certificate shall be entitled to receive in exchange therefor (x) a certificate or certificates representing the that number of whole shares of EVI Parent Common Stock into which the Company Shares theretofore represented by that such Certificate shall have been converted holder is entitled to receive pursuant to Section 2.1 and this Article II, (y) a check in the amount (after giving effect to any required tax withholdings) of (A) any cash payable in lieu of a fractional share shares plus (B) any unpaid non-stock dividends and (z) any other dividends or other distributions that such holder has the right to receive pursuant to the provisions of EVI Common Stockthis Article II, and the Stock Certificate so surrendered shall forthwith be canceledcancelled. If In the event of a transfer of ownership of Company Common Stock that is not registered in the stock transfer books of Company, a certificate representing the proper number of shares of EVI Parent Common Stock are Stock, together with a check for any cash to be paid upon surrender of the Stock Certificate and any other dividends or distributions in respect thereof, may be issued and paid to a Person (as defined in Section 5.2(d)(i)) other than the Person in whose name the Stock Certificate so surrendered is registered, it shall be a condition of exchange that such registered if the Stock Certificate shall be properly endorsed or and otherwise be in proper form for transfer and that the Person requesting such exchange payment shall pay any transfer or other taxes Taxes (as defined in Section 3.12(l)) required by reason of the exchange payment to a Person other than the registered holder of such the Stock Certificate or establish to the reasonable satisfaction of Parent that the Surviving Corporation that such tax Tax has been paid or is not applicable. Until surrendered as contemplated by this Section 2.2, each Certificate No interest shall be deemed at any time after paid or shall accrue on the Effective Time of the Merger to represent only the right to receive, cash payable upon surrender of such any Stock Certificate, the number of shares of EVI Common Stock and cash, if any, in lieu of a fractional share of EVI Common Stock into which the Company Shares theretofore represented by such Certificate shall have been converted pursuant to Section 2.1. The Exchange Agent shall not be entitled to vote or exercise any rights of ownership with respect to the EVI Common Stock held by it from time to time hereunder, except that it shall receive and hold all dividends or other distributions paid or distributed with respect thereto for the account of Persons entitled thereto.

Exchange Procedure. As soon as reasonably practicable after the Effective Time of and in any event within five Business Days following the MergerEffective Time, the Surviving Corporation shall cause the Exchange Agent shall to mail to each holder of record of a certificate or certificates that immediately prior to the Effective Time represented outstanding shares of Company Common Stock (the “Certificates”), which shares were converted into the right to receive such holder’s ratable portion of the Merger represented outstanding Company Shares Consideration: (the "Certificates"), other than the Company, EVI and any wholly owned subsidiary of the Company or EVI, (ia) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates held by such Person shall pass, only upon the proper delivery of the Certificates to the Exchange Agent and shall be in a form and have such other provisions as EVI Parent may reasonably specify) ); and (iib) instructions as specified by Parent for use in effecting the surrender exchange of the Certificates in exchange for the certificates representing Merger Consideration, which shall be in form and substance reasonably satisfactory to the EVI Common Stock and any cash in lieu of a fractional share of EVI Common StockCompany. Upon surrender of a Certificate for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by the Surviving CorporationParent, together with such letter of transmittal, duly completed and executed, and such all other documents as may reasonably be required by the Exchange Agentinstructions thereto, the holder of such Certificate shall be entitled to receive in exchange therefor a certificate or certificates representing therefor, and the number Exchange Agent shall promptly distribute to such holder, the ratable portion of whole shares the Merger Consideration to which such holder is entitled pursuant to Section 2.2.1 (less any ratable portion of EVI Common Stock the Escrow Amount, which shall be subject to distribution in accordance with Section 2.5.4), and the Certificate so surrendered shall forthwith be cancelled. Until surrendered as contemplated by this Section 2.4.2, each Certificate shall be deemed at all times after the Effective Time to represent only the right to receive upon such surrender the Per Share Merger Consideration, without interest, into which the shares of Company Shares theretofore Common Stock theretofor represented by such Certificate shall have been converted pursuant to Section 2.1 and any cash payable in lieu of a fractional share of EVI Common Stock, and the Certificate so surrendered shall forthwith be canceled. If the shares of EVI Common Stock are to be issued to a Person other than the Person in whose name the Certificate so surrendered is registered, it shall be a condition of exchange that such Certificate shall be properly endorsed or otherwise in proper form for transfer and that the Person requesting such exchange shall pay any transfer or other taxes required by reason of the exchange to a Person other than the registered holder of such Certificate or establish to the reasonable satisfaction of the Surviving Corporation that such tax has been paid or is not applicable. Until surrendered as contemplated by this Section 2.2, each Certificate shall be deemed at any time after the Effective Time of the Merger to represent only the right to receive, upon surrender of such Certificate, the number of shares of EVI Common Stock and cash, if any, in lieu of a fractional share of EVI Common Stock into which the Company Shares theretofore represented by such Certificate shall have been converted pursuant to Section 2.1. The Exchange Agent shall not be entitled to vote or exercise any rights of ownership with respect to the EVI Common Stock held by it from time to time hereunder, except that it shall receive and hold all dividends or other distributions paid or distributed with respect thereto for the account of Persons entitled thereto2.2.1.

Exchange Procedure. As soon as practicable after the Effective Time of the Merger, the Exchange Agent shall mail to each holder of record of a certificate or certificates that immediately prior to the Effective Time of the Merger represented outstanding Company Shares (the "Certificates"), other than the Company, EVI TMW and any wholly owned subsidiary of the Company or EVITMW, (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Agent and shall be in a form and have such other provisions as EVI TMW may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the certificates representing the EVI TMW Common Stock and any cash in lieu of a fractional share of EVI TMW Common Stock. Upon surrender of a Certificate for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by the Surviving Corporation, together with such letter of transmittal, duly executed, and such other documents as may reasonably be required by the Exchange Agent, the holder of such Certificate shall be entitled to receive in exchange therefor a certificate or certificates representing the number of whole shares of EVI TMW Common Stock into which the Company Shares theretofore represented by such Certificate shall have been converted pursuant to Section 2.1 and any cash payable in lieu of a fractional share of EVI TMW Common Stock, and the Certificate so surrendered shall forthwith be canceled. If the shares of EVI TMW Common Stock are to be issued to a Person other than the Person in whose name the Certificate so surrendered is registered, it shall be a condition of exchange that such Certificate shall be properly endorsed or otherwise in proper form for transfer and that the Person requesting such exchange shall pay any transfer or other taxes required by reason of the exchange to a Person other than the registered holder of such Certificate or establish to the reasonable satisfaction of the Surviving Corporation that such tax has been paid or is not applicable. Until surrendered as contemplated by this Section 2.2, each Certificate shall be deemed at any time after the Effective Time of the Merger to represent only the right to receive, upon surrender of such Certificate, the number of shares of EVI TMW Common Stock and cash, if any, in lieu of a fractional share of EVI TMW Common Stock into which the Company Shares theretofore represented by such Certificate shall have been converted pursuant to Section Section 2.1. The Exchange Agent shall not be entitled to vote or exercise any rights of ownership with respect to the EVI TMW Common Stock held by it from time to time hereunder, except that it shall receive and hold all dividends or other distributions paid or distributed with respect thereto for the account of Persons entitled thereto.

Exchange Procedure. As soon as reasonably practicable after the Effective Time of (but in no event later than two business days after the MergerEffective Time), the Exchange Surviving Corporation or Parent shall cause the Paying Agent shall to mail to each holder of record of a certificate or certificates that immediately prior to the Effective Time represented outstanding shares of Company Common Stock (the “Certificates”) which were converted into the right to receive the Merger represented outstanding Company Shares (the "Certificates"), other than the Company, EVI and any wholly owned subsidiary of the Company or EVI, Consideration pursuant to Section 2.07 (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Agent Paying Agent, and shall be in a such form and have such other provisions as EVI may are customary and reasonably specifyacceptable to the Company and Parent) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the certificates representing the EVI Common Stock and any cash in lieu of a fractional share of EVI Common StockMerger Consideration. Upon surrender of a Certificate for cancellation to the Exchange Paying Agent or to such other agent or agents as may be appointed by the Surviving Corporationfor cancelation, together with such letter of transmittal, duly 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 a certificate or certificates representing the number amount of whole shares of EVI Common Stock cash into which the shares of Company Shares Common Stock theretofore represented by such Certificate shall have been converted pursuant to Section 2.1 and any cash payable in lieu of a fractional share of EVI Common Stock2.07, and the Certificate so surrendered shall forthwith be canceled. If In the shares event of EVI a transfer of ownership of Company Common Stock are to that is not registered in the transfer records of the Company, payment may be issued made to a Person other than the Person in whose name the Certificate so surrendered is registered, it shall be a condition of exchange that if such Certificate shall be properly endorsed or otherwise be in proper form for transfer and that the Person requesting such exchange payment shall pay any transfer or other taxes Taxes required by reason of the exchange payment to a Person other than the registered holder of such Certificate or establish to the reasonable satisfaction of the Surviving Corporation Parent that such tax Tax has been paid or is not applicable. Until surrendered as contemplated by this Section 2.22.08, each Certificate shall be deemed at any time after the Effective Time of the Merger to represent only the right to receive, receive upon such surrender the amount of such Certificate, the number of shares of EVI Common Stock and cash, if anywithout interest, in lieu of a fractional share of EVI Common Stock into which the shares of Company Shares Common Stock theretofore represented by such Certificate shall have been converted pursuant to Section 2.1Section 2.07. The Exchange Agent No interest shall not be entitled to vote or exercise any rights of ownership with respect to the EVI Common Stock held by it from time to time hereunder, except that it shall receive and hold all dividends or other distributions paid or distributed with respect thereto for accrue on the account cash payable upon surrender of Persons entitled theretoany Certificate.

Exchange Procedure. (a) As soon as practicable after of the Effective Time Date of the Merger, the Exchange Agent shall mail to each holder of record of a certificate or certificates that immediately prior to the Effective Time of the Merger represented outstanding Company Shares (the "Certificates"), other than the Company, EVI Purchaser will issue and any wholly owned subsidiary of the Company or EVI, (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates will deliver to the Exchange Agent and shall be in a form and have such other provisions as EVI may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the certificates representing the EVI a sufficient number of shares of Purchaser Common Stock issuable in the Merger and any a sufficient amount of cash in lieu of a fractional share of EVI Common Stock. shares payable in the Merger. (b) Upon surrender of a Certificate for cancellation to the Exchange Agent of one or to such other agent or agents as may be appointed more certificates for shares of Seller Common Stock ("Old Certificates"), accompanied by the Surviving Corporation, together with such a duly executed letter of transmittaltransmittal in proper form, duly executed, and such other documents as may reasonably be required by the Exchange Agent, the Agent shall promptly deliver to each holder of such surrendered Old Certificates new certificates representing the number of shares of Purchaser Common Stock that such holder has the right to receive pursuant to Section 3.1 ("New Certificates") together with a check for payment of cash in lieu of fractional interests (if any) to be issued in respect of the Old Certificates. (c) Until Old Certificates have been surrendered and exchanged as herein provided for New Certificates, each outstanding Old Certificate shall be entitled deemed, for all corporate purposes of Purchaser, to receive in exchange therefor a certificate or certificates representing be the number of whole shares of EVI Purchaser Common Stock into which the Company Shares theretofore represented by such Certificate shall have been converted pursuant to Section 2.1 and any cash payable in lieu of a fractional share of EVI Common Stock, and the Certificate so surrendered shall forthwith be canceled. If the shares of EVI Common Stock are to be issued to a Person other than the Person in whose name the Certificate so surrendered is registered, it shall be a condition of exchange that such Certificate shall be properly endorsed or otherwise in proper form for transfer and that the Person requesting such exchange shall pay any transfer or other taxes required by reason of the exchange to a Person other than the registered holder of such Certificate or establish to the reasonable satisfaction of the Surviving Corporation that such tax has been paid or is not applicable. Until surrendered as contemplated by this Section 2.2, each Certificate shall be deemed at any time after the Effective Time of the Merger to represent only the right to receive, upon surrender of such Certificate, the number of shares of EVI Seller Common Stock and cash, if any, in lieu of a fractional share of EVI Common Stock into which the Company Shares theretofore represented by such Certificate shall shown thereon have been converted pursuant to Section 2.1converted. The Exchange Agent shall not be entitled to vote or exercise any rights At the option of ownership with respect to the EVI Common Stock held by it from time to time hereunderPurchaser, except that it shall receive and hold all no dividends or other distributions which are declared on Purchaser Common Stock will be paid to persons otherwise entitled to receive the same until the Old Certificates have been surrendered in exchange for New Certificates in the manner herein provided, but upon such surrender, such dividends or distributed other distributions, from and after the Effective Date of the Merger, will be paid to such persons in accordance with respect thereto for the account terms of Persons such Purchaser Common Stock. In no event shall the persons entitled theretoto receive such dividends or other distributions be entitled to receive interest on such dividends or other distributions.

Exchange Procedure. As soon as reasonably practicable after the ------------------ Effective Time of the MergerTime, the Exchange Agent Parent shall mail cause to be mailed to each holder of record of a certificate or certificates that which immediately prior to the Effective Time represented outstanding shares of the Merger represented outstanding Company Shares Common Stock (the "Certificates"), other than the Company, EVI and any wholly owned subsidiary of the Company or EVI, (i) a letter of transmittal (which shall be in customary form and shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to Parent's transfer agent (the Exchange Agent and shall be in a form and have such other provisions as EVI may reasonably specify) "Transfer Agent")), and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the certificates representing the EVI Common Stock and any cash in lieu shares of a fractional share of EVI Parent Common Stock. Upon surrender of a Certificate for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by the Surviving CorporationTransfer Agent, together with such letter of transmittal, duly executed, and such other documents as may reasonably be required by the Exchange Transfer Agent, the holder of such Certificate shall be entitled to receive in exchange therefor a certificate or certificates representing the evidencing that number of whole shares of EVI Parent Common Stock into which such holder has the right to receive in respect of the shares of the Company Shares theretofore represented Common Stock formerly evidenced by such Certificate shall have been converted (after taking into account all shares of the Company Common Stock then held of record by such holder), cash in lieu of fractional shares of Parent Common Stock to which such holder is entitled pursuant to Section 2.1 2.2(d) and any cash payable in lieu of a fractional share of EVI Common Stockdividends or other distributions to which such holder is entitled pursuant to Section 2.2(b), and the Certificate so surrendered shall forthwith be canceledcancelled. If In the event of a transfer of ownership of the Company Common Stock which is not registered in the transfer records of the Company, a certificate representing the proper number of shares of EVI Parent Common Stock are to may be issued to a Person person other than the Person person in whose name the Certificate so surrendered is registered, it shall be a condition of exchange that if such Certificate Certificate, accompanied by all documents required to evidence and effect such transfer, shall be properly endorsed with signature guarantee or otherwise be in proper form for transfer and that the Person person requesting such exchange payment shall pay any transfer or other taxes required by reason of the exchange issuance of shares of Parent Common Stock to a Person person other than the registered holder of such Certificate or establish to the reasonable satisfaction of the Surviving Corporation Parent that such tax has been paid or is not applicable. Until surrendered as contemplated by this Section 2.2, each Certificate shall be deemed at any time after the Effective Time of the Merger to represent only the right to receive, receive upon such surrender of such Certificate, the number of certificate evidencing whole shares of EVI Parent Common Stock and cashStock, if any, cash in lieu of a any fractional share shares of EVI Parent Common Stock into to which the Company Shares theretofore represented by such Certificate shall have been converted holder is entitled pursuant to Section 2.1. The Exchange Agent shall not be entitled to vote or exercise Section 2.2(d) and any rights of ownership with respect to the EVI Common Stock held by it from time to time hereunder, except that it shall receive and hold all dividends or other distributions to which such holder is entitled pursuant to Section 2.2(b). No interest will be paid or distributed with respect thereto for the account of Persons entitled theretowill accrue on any cash payable pursuant to Section 2.2(b) or 2.2(d).

Exchange Procedure. As soon as reasonably practicable after the Effective Time of the MergerTime, NHC/OP Sub shall cause the Exchange Agent shall to mail to each holder of record of a certificate or certificates that immediately prior Certificate whose shares of Company Common Stock were converted into the right to the Effective Time of receive the Merger represented outstanding Company Shares (the "Certificates"Consideration pursuant to Section 2.01(b), other than the Company, EVI and any wholly owned subsidiary of the Company or EVI, (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates held by such person shall pass, only upon proper delivery of the Certificates to the Exchange Agent and shall be in a such form and have such other reasonable and customary provisions as EVI NHC/OP Sub may reasonably specify) and (ii) instructions for use in effecting the surrender of surrendering the Certificates in exchange for (A) the certificates representing the EVI Common Stock Merger Consideration, (B) any dividends or other distributions to which holders of Certificates are entitled pursuant to Section 2.02(c) and any (C) cash in lieu of a any fractional share shares of EVI Common StockParent Preferred Stock to which such holders are entitled pursuant to Section 2.02(e). Upon surrender of a Certificate for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by the Surviving CorporationAgent, together with such letter of transmittal, duly 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 a certificate or certificates representing the (x) that number of whole shares of EVI Parent Preferred Stock (which shall be in non-certificated book-entry form) which such holder has the right to receive pursuant to the provisions of this Article II after taking into account all the shares of Company Common Stock into which the Company Shares theretofore represented then held by such Certificate shall have been converted holder under all such Certificates so surrendered, (y) cash in an amount equal to $9.00 per share of Company Common Stock then held by such holder under all such Certificates so surrendered plus any dividends or other distributions to which such holder is entitled pursuant to Section 2.1 2.02(c) and any (z) cash payable in lieu of a fractional share shares of EVI Common StockParent Preferred Stock to which such holder is entitled pursuant to Section 2.02(e), and the Certificate so surrendered shall forthwith be canceled. If In the shares event of EVI a transfer of ownership of Company Common Stock are to that is not registered in the transfer records of the Company, the Merger Consideration may be issued to a Person person other than the Person person in whose name the Certificate so surrendered is registered, it shall be a condition of exchange that registered if such Certificate shall be properly endorsed or otherwise be in proper form for transfer and that the Person person requesting such exchange issuance shall pay any transfer or other taxes Taxes required by reason of the exchange issuance of shares of Parent Preferred Stock to a Person person other than the registered holder of such Certificate or establish to the reasonable satisfaction of the Surviving Corporation NHC/OP Sub that such tax Tax has been paid or is not applicable. Until surrendered as contemplated by this Section 2.22.02(b), each Certificate shall be deemed at any time after the Effective Time of the Merger to represent only the right to receivereceive upon such surrender the Merger Consideration that the holder thereof has the right to receive pursuant to the provisions of this Article II, upon surrender any dividends or distributions to which the holder of such Certificate, the number of shares of EVI Common Stock and cash, if any, in lieu of a fractional share of EVI Common Stock into which the Company Shares theretofore represented by such Certificate shall have been converted pursuant to Section 2.1. The Exchange Agent shall not be is entitled to vote or exercise any rights of ownership with respect to the EVI Common Stock held by it from time to time hereunder, except that it shall receive and hold all dividends or other distributions paid or distributed with respect thereto for the account of Persons entitled thereto.under

Exchange Procedure. (a) On or immediately prior to the Effective Date, FBC shall deposit in trust with, or otherwise make available to, an exchange agent to be selected by FBC (the “Exchange Agent”), for exchange in accordance with this Agreement, (i) certificates representing the shares of FBC Stock to be issued pursuant to Section 2.1(a) and (ii) cash sufficient to pay (A) the Cash Consideration pursuant to Section 2.1(a) and, (B) any amounts to be paid in lieu of any fractional shares of FBC Stock pursuant to Section 2.2(h) (such cash and certificates for shares of FBC Stock, together with any dividends or distributions with respect thereto, being hereinafter referred to as the “Exchange Fund”). (b) As soon as practicable after the Effective Time of the MergerTime, and in no event later than five business days thereafter, the Exchange Agent shall mail to each holder of record of a certificate or certificates that immediately prior to the Effective Time of the Merger represented outstanding Company Shares (the "Certificates"), other than the Company, EVI and any wholly owned subsidiary of the Company or EVI, (i) Bank Stock a letter of transmittal (which shall specify that delivery shall be effected, in substantially the form attached to this Agreement as Exhibit A and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Agent and shall be in a form and have such other provisions as EVI may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the certificates representing Merger Consideration (the EVI Common Stock and any cash in lieu “Letter of a fractional share Transmittal”). (c) Each holder of EVI Common Bank Stock. Upon , upon proper surrender of a Certificate for cancellation the Certificates therefor to the Exchange Agent or to such other agent or agents as may be appointed by the Surviving Corporation, together with such letter of transmittal, duly executed, and such other documents as may reasonably be required by the Exchange Agent, the holder accompanied by duly executed Letters of such Certificate Transmittal, shall be entitled to receive in exchange therefor (i) a certificate or certificates representing the number of whole shares of EVI Common FBC Stock into to which the Company Shares theretofore represented by such Certificate holder of Bank Stock shall have been converted become entitled pursuant to the provisions of Section 2.1 2.1, and (ii) a check representing the amount of Cash Consideration and any cash payable in lieu of a fractional share of EVI Common Stock, and shares which such holder has the right to receive hereunder. Each Certificate so surrendered shall forthwith be canceledcancelled. Until so surrendered, each Certificate will be deemed for all corporate purposes after the Closing to represent and evidence solely the right to receive the Merger Consideration to be paid therefor pursuant to this Agreement. Notwithstanding the foregoing, neither the Exchange Agent nor any other party hereto shall be liable to any holder of Certificates for any amount paid to a public official pursuant to any applicable abandoned property, escheat or similar law. Except as required by law, no interest shall be payable with respect to the Cash Consideration, the cash payable for fractional shares or the cash payable for Dissenting Shares. If any shareholder of record of the Bank is unable to locate any Certificate to be surrendered for exchange, the Exchange Agent shall deliver the corresponding share of the Merger Consideration to the registered shareholder upon receipt of a lost certificate affidavit and an indemnity agreement in a form acceptable to FBC. (d) The delivery of the Merger Consideration by the Exchange Agent shall be as soon as practicable following the receipt from time to time by the Exchange Agent of the several Certificates and duly executed Letters of Transmittal. (e) No dividends or other distributions declared with respect to FBC Stock shall be paid to the holder of any unsurrendered Certificate until the holder thereof shall surrender such Certificate in accordance with this Section 2.2. Pending such surrender, any dividend or distribution payable in respect of such shares shall be delivered to the Exchange Agent to be held as part of the Exchange Fund. After the surrender of a Certificate in accordance with this Section 2.2, the record holder thereof shall be entitled to receive any such dividends or other distributions, without any interest thereon, which theretofore had become payable with respect to shares of EVI Common FBC Stock are represented by such Certificate. (f) If any certificate representing shares of FBC Stock is to be issued to in a Person name other than the Person that in whose name which the Certificate so or Certificates surrendered in exchange therefor is or are registered, it shall be a condition of exchange the issuance thereof that such the Certificate or Certificates so surrendered shall be properly endorsed (or accompanied by an appropriate instrument of transfer) and otherwise in proper form for transfer transfer, and that the Person person requesting such exchange shall pay to the Exchange Agent in advance any transfer or other taxes required by reason of the exchange to issuance of a Person certificate representing shares of FBC Stock in any name other than that of the registered holder of such the Certificate or Certificates surrendered, or required for any other reason, or shall establish to the reasonable satisfaction of the Surviving Corporation Exchange Agent that such tax has been paid or is not applicable. Until surrendered as contemplated by this Section 2.2payable. (g) After the Effective Time, each Certificate there shall be deemed at no transfers on the stock transfer books of the Bank of the shares of Bank Common Stock that were issued and outstanding immediately prior to the Effective Time. If, after the Effective Time, Certificates are presented for transfer to the Exchange Agent, they shall be cancelled and exchanged for certificates representing shares of FBC Stock as provided in this Article II. (h) Notwithstanding anything to the contrary contained herein, no certificates or scrip representing fractional shares of FBC Stock shall be issued upon the surrender for exchange of Certificates, no dividend or distribution with respect to FBC Stock shall be payable on or with respect to any time fractional share, and such fractional share interests shall not entitle the owner thereof to vote or to any other rights of a stockholder of FBC. In lieu of the issuance of any such fractional share, FBC shall pay to each holder of Bank Stock who otherwise would be entitled to receive such fractional share an amount in cash determined by multiplying (i) the amount of the Merger Consideration determined after giving effect to the reductions provided for in Section 2.1 of this Agreement by (ii) the fraction of a share (rounded to the nearest hundredth when expressed in decimal form) of FBC Stock to which such holder would otherwise be entitled to receive pursuant to this Article II. (i) Any portion of the Exchange Fund that remains unclaimed by the shareholders of the Bank for 12 months after the Effective Time shall be paid to FBC. Any former shareholders of the Bank who have not theretofore complied with this Section 2.2 shall thereafter look only to FBC for payment of the Merger Consideration deliverable in respect of each share of Bank Stock such shareholder holds as determined pursuant to represent only this Agreement, without any interest thereon. Notwithstanding the right to receiveforegoing, upon surrender none of such Certificatethe Bank, FBC, the number Exchange Agent or any other person shall be liable to any former holder of shares of EVI Common Bank Stock and cash, if any, for any amount delivered in lieu of good faith to a fractional share of EVI Common Stock into which the Company Shares theretofore represented by such Certificate shall have been converted public official pursuant to Section 2.1. The Exchange Agent shall not be entitled to vote applicable abandoned property, escheat or exercise any rights of ownership with respect to the EVI Common Stock held by it from time to time hereunder, except that it shall receive and hold all dividends or other distributions paid or distributed with respect thereto for the account of Persons entitled theretosimilar laws.

Exchange Procedure. As soon as practicable after Prior to the Effective Time of the MergerTime, the Exchange Agent Delta shall mail provide to each holder of record of a certificate or certificates that immediately prior to the Effective Time representing outstanding shares of the Merger represented outstanding Company Shares Common Stock and/or Preferred Stock (the "Certificates"), other than whose shares are to be converted into the Company, EVI and any wholly owned subsidiary of right to receive the Company or EVIMerger Consideration pursuant to Section 3.1, (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Agent Surviving Corporation and shall be in a such form and have such other provisions as EVI AmerUs may reasonably specify) ), and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the certificates representing Merger Consideration, which in the EVI case of both (i) and (ii) shall be satisfactory in form and substance to AmerUs. On the Closing Date, AmerUs or Sub shall deposit with the Escrow Agent pursuant to the terms and conditions of the Escrow Agreement attached hereto as Exhibit 3.2, in good funds, the Merger Consideration payable with respect to each issued and outstanding share of Common Stock and any cash in lieu of a fractional share of EVI Common StockPreferred Stock which is convertible into the right to receive Merger Consideration pursuant to Section 3.1. Upon surrender of a Certificate for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by the Surviving CorporationEscrow Agent, together with such letter of transmittal, duly executed, and such other documents as may reasonably be required by required, and satisfaction of the Exchange Agentconditions to payment set forth in the Escrow Agreement, the holder of such Certificate shall be entitled to receive paid in exchange therefor a certificate or certificates representing the number amount of whole shares of EVI Common Stock cash into which the Company Shares shares of Common Stock and Preferred Stock theretofore represented by such Certificate shall have been converted pursuant to Section 2.1 and any cash payable in lieu of a fractional share of EVI Common Stock3.1, and the Certificate so surrendered shall forthwith be canceledcancelled. If In the shares event of EVI a transfer of ownership of Common Stock are to or Preferred Stock which is not registered in the transfer records of Delta, payment may be issued made to a Person person other than the Person person in whose name the Certificate so surrendered is registered, it shall be a condition of exchange that if such Certificate shall be properly endorsed or otherwise be in proper form for transfer and that the Person person requesting such exchange payment shall pay any transfer or other taxes required by reason of the exchange payment to a Person person other than the registered holder of such Certificate or establish to the reasonable satisfaction of the Surviving Corporation Escrow Agent that such tax has been paid or is not applicable. Until surrendered as contemplated by this Section 2.23.2, each Certificate shall be deemed at any time after the Effective Time of the Merger to represent only the right to receive, receive upon such surrender the amount of such Certificate, the number of shares of EVI Common Stock and cash, if anywithout interest, in lieu of a fractional share of EVI Common Stock into which the Company Shares shares of Common Stock or Preferred Stock theretofore represented by such Certificate shall have been converted pursuant to Section 2.1Section 3.1. The Exchange No interest will be paid or will accrue on the cash payable upon the surrender of any Certificate. Any funds deposited with the Escrow Agent shall not be entitled to vote or exercise any rights of ownership with respect which remain undistributed to the EVI former holders of the Certificates representing shares of Common Stock held by it from time or Preferred Stock for 180 days after the Effective Time shall be delivered to time hereunderthe Surviving Corporation, except that it upon demand, and any former holders of shares of Common Stock or Preferred Stock who have not theretofore complied with this Article III shall receive and hold all dividends or other distributions paid or distributed with respect thereto thereafter look only to the Surviving Corporation for the account payment of Persons entitled theretotheir claim for any Merger Consideration, without any interest thereon.

Exchange Procedure. (a) As soon promptly as practicable before or after the Effective Time Time, Parent (or its designee or exchange agent) will send to each Company Stockholder a letter of transmittal, in substantially the Mergerform attached hereto as Exhibit B, for use in exchanging all Company Certificates registered in the name of such Company Stockholder for the Merger Consideration to which such Stockholder may be entitled as determined in accordance with the provisions of this Agreement. Upon surrender by a Company Stockholder of all Company Certificates (or lost certificate affidavits) registered in the name of such Company Stockholder to Parent (or its designee), together with a duly executed letter of transmittal, such Company Stockholder will be entitled to receive, in exchange for all of such Company Certificates, the Exchange Agent shall mail to each holder of record of a certificate or certificates that immediately prior to the Effective Time portion of the Merger represented outstanding Consideration to which such Company Shares Stockholder may be entitled (as determined in accordance with the "Certificates"provisions of this Agreement), other than the Company, EVI and any wholly owned subsidiary such Company Certificates will be canceled. It is intended that such letter of the Company or EVItransmittal will contain provisions requiring each executing Stockholder thereof to, (i) a letter make certain representations and warranties with respect to such executing Company Stockholder and the shares of transmittal Company Common Stock owned or held by such executing Company Stockholder, (which shall specify that delivery shall be effected, ii) waive all appraisal or dissenters rights and risk (iii) deliver original Company Certificates (or an affidavit of loss and title to the Certificates shall passindemnity) together with blank stock powers and other instruments of transfer, only upon delivery of the Certificates to the Exchange Agent and shall be in each case in a form reasonably satisfactory to Parent and as a condition precedent to Parent’s obligation to issue shares of Parent Common Stock to such Company Stockholder. (b) Shares of Parent Common Stock issued pursuant to the Merger shall be deemed to have such other provisions as EVI may reasonably specify) and (ii) instructions for use in effecting been issued at the surrender of the Certificates in exchange for the Effective Time. If any certificates representing the EVI Common Stock and any cash in lieu of a fractional share of EVI Common Stock. Upon surrender of a Certificate for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by the Surviving Corporation, together with such letter of transmittal, duly executed, and such other documents as may reasonably be required by the Exchange Agent, the holder of such Certificate shall be entitled to receive in exchange therefor a certificate or certificates representing the number of whole shares of EVI Common Stock into which the Company Shares theretofore represented by such Certificate shall have been converted pursuant to Section 2.1 and any cash payable in lieu of a fractional share of EVI Common Stock, and the Certificate so surrendered shall forthwith be canceled. If the shares of EVI Parent Common Stock are to be issued to in a Person name other than that in which the Person in whose name the Company Certificate so surrendered is registered, it shall be a condition of such exchange that such Certificate shall be properly endorsed or otherwise in proper form for transfer and that the Person person requesting such exchange shall deliver to Parent (or its designee or exchange agent) all documents necessary to evidence and effect such transfer and shall pay to Parent (or its designee or exchange agent) any transfer or other taxes required by reason of the exchange to issuance of a Person certificate representing shares of Parent Common Stock in a name other than that of the registered holder of such Certificate the certificate surrendered, or establish to the reasonable satisfaction of the Surviving Corporation Parent (or its designee or exchange agent) that such tax has been paid or is not applicable. (c) After the Effective Time, Company Common Stock will cease to be, and holders of Company Common Stock will have no rights as, Company Stockholders, other than (i) in the case of shares other than Dissenting Shares, the rights to receive the Merger Consideration, as provided in this Agreement, and (ii) in the case of Dissenting Shares, the rights afforded to the holders thereof under Section 262 of the DGCL. Until surrendered as contemplated by for cancellation in accordance with the provisions of this Section 2.21.9, each Certificate shall representing shares of Company Common Stock shall, from and after the Effective Time, represent (i) in the case of shares other than Dissenting Shares, the right of the applicable Company Stockholder to receive the Merger Consideration and (ii) in the case of Dissenting Shares, the rights afforded to the holders thereof under the applicable provisions of the DGCL. Neither Parent nor the Company nor any other person will be deemed at liable to any time holder or former holder of shares of Company Common Stock for any shares, or any dividends or other distributions with respect thereto, properly delivered to a public official pursuant to applicable abandoned property, escheat, or similar laws. (d) No dividend or other distribution declared with respect to Parent Common Stock with a record date after the Effective Time shall be paid to holders of unsurrendered Company Certificates until such holders surrender such Company Certificates or comply with Section 1.9 hereof. Upon compliance with all of the Merger provisions of this Article I, there shall be paid to represent only the right to receivesuch holders, upon surrender of promptly after such Certificatesurrender, the number amount of shares of EVI Common Stock and cash, if any, in lieu of a fractional share of EVI Common Stock into which the Company Shares theretofore represented by such Certificate shall have been converted pursuant to Section 2.1. The Exchange Agent shall not be entitled to vote or exercise any rights of ownership with respect to the EVI Common Stock held by it from time to time hereunder, except that it shall receive and hold all dividends or other distributions paid or distributed declared with respect thereto to Parent Common Stock with a record date after the Effective Time, and the amount of any portion of the Merger Consideration to which such holders may be entitled pursuant to this Agreement, and, in each case, not previously paid solely because of the failure to surrender such Company Certificates for the account of Persons entitled theretoexchange.

Exchange Procedure. As soon as practicable Promptly after the Effective Time of Time, but no later than ten (10) Business Days after the MergerEffective Time, the Exchange Agent Parent shall mail mail, or shall cause to be mailed, to each holder of record of a certificate or certificates that immediately prior to the Effective Time of the Merger represented outstanding Company Shares (the "Certificates"), other than the Company, EVI and any wholly owned subsidiary of the Company or EVIParticipating Stockholder, (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates certificates formerly representing any shares of Company Stock (the "CERTIFICATES") shall pass, only upon delivery of the Certificates to Parent), substantially in the Exchange Agent and shall be in a form and have such other provisions as EVI may reasonably specify) of Exhibit C attached hereto and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the certificates representing the EVI Common Stock applicable Merger consideration, any dividends or other distributions to which holders of Certificates are entitled pursuant to Section 3.5(b) and any cash in lieu of a any fractional share of EVI Parent Common StockStock to which such holders are entitled pursuant to Section 3.5(g). Upon surrender of a Certificate for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by the Surviving CorporationParent, together with such letter of transmittal, duly executed, completed and validly executed in accordance with the instructions (and such other customary documents as may reasonably be required by the Exchange AgentParent), the holder of such Certificate shall be entitled to receive in exchange therefor (A) the applicable cash payment, (B) a certificate or certificates representing the that number of whole shares of EVI Parent Common Stock that such holder has the right to receive pursuant to the provisions of this Article III after taking into which account all the shares of Company Shares theretofore represented Stock then held by such Certificate shall have been converted holder under all such Certificates so surrendered, (C) any dividends or other distributions to which such holder is entitled pursuant to Section 2.1 3.5(b) and any (D) cash payable in lieu of a any fractional share of EVI Parent Common StockStock to which such holder is entitled pursuant to Section 3.5(g), and the Certificate so surrendered shall forthwith be canceled. If In the event of a transfer of ownership of shares of EVI Company Stock that is not registered in the transfer records of the Company, a certificate representing the proper number of shares of Parent Common Stock are to may be issued to a Person other than the Person in whose name the Certificate so surrendered is registered, it shall be a condition of exchange that if, upon presentation to Parent, such Certificate shall be properly endorsed or shall otherwise be in proper form for transfer and that the Person requesting such exchange issuance shall pay have paid any transfer or and other taxes required by reason of the exchange issuance of Parent Common Stock to a Person other than the registered holder of such Certificate or establish shall have established to the reasonable satisfaction of the Surviving Corporation that such tax either has been paid or is not applicable. Until surrendered as contemplated by this Section 2.23.5(a), each Certificate shall be deemed at any time after the Effective Time of the Merger to represent only the right to receivereceive the applicable Merger Consideration Payments, upon surrender of such Certificate, the number of shares of EVI Common Stock and cash, if any, in lieu of a fractional share of EVI Common Stock into which the Company Shares theretofore represented by such Certificate shall have been converted pursuant to Section 2.1. The Exchange Agent shall not be entitled to vote or exercise any rights of ownership with respect to the EVI Common Stock held by it from time to time hereunder, except that it shall receive and hold all dividends or other distributions paid or distributed with respect thereto for to which the account holder of Persons such Certificate is entitled theretopursuant to Section 3.5(b) and cash in lieu of any fractional Parent Common Stock to which such holder is entitled pursuant to Section 3.5(g), in each case, without interest.

Exchange Procedure. As soon as reasonably practicable after the Effective Time of the MergerTime, the Exchange Paying Agent shall mail to each holder of record of a certificate or certificates (the “Certificates”) that immediately prior to the Effective Time of the Merger represented outstanding shares of Company Shares (Common Stock whose shares were converted into the "Certificates"), other than the Company, EVI and any wholly owned subsidiary of the Company or EVIright to receive Merger Consideration pursuant to Section 2.01, (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Paying Agent and shall be in a such form and have such other provisions as EVI Conopco and the Company may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the certificates representing the EVI Common Stock and any cash in lieu of a fractional share of EVI Common StockMerger Consideration. Upon surrender of a Certificate for cancellation cancelation to the Exchange Paying Agent or to such other agent or agents as may be appointed by the Surviving Corporation▇▇▇▇▇▇▇, together with such letter of transmittal, duly executed, and such other documents docu- ments as may reasonably be required by the Exchange Paying Agent, the holder of such Certificate shall be entitled to receive in exchange therefor a certificate or certificates representing the number amount of whole shares of EVI Common Stock cash into which the shares of Company Shares Common Stock theretofore represented by such Certificate shall have been converted pursuant to Section 2.1 and any cash payable in lieu of a fractional share of EVI Common Stock2.01, and the Certificate so surrendered shall forthwith be canceled. If In the shares event of EVI a transfer of ownership of Company Common Stock are to that is not registered in the transfer records of the Company, payment may be issued made to a Person person other than the Person person in whose name the Certificate so surrendered is registered, it shall be a condition of exchange that if such Certificate shall be properly endorsed or otherwise be in proper form for transfer and that the Person person requesting such exchange payment shall pay any transfer or other taxes required by reason of the exchange payment to a Person person other than the registered holder of such Certificate or establish to the reasonable satisfaction of the Surviving Corporation Conopco that such tax has been paid or is not applicable. Until surrendered as contemplated by this Section 2.22.02, each Certificate shall be deemed at any time after the Effective Time of the Merger to represent only the right to receive, receive upon such surrender the amount of such Certificate, the number of shares of EVI Common Stock and cash, if anywithout interest, in lieu of a fractional share of EVI Common Stock into which the shares of Company Shares Common Stock theretofore represented by such Certificate shall have been converted pursuant to Section 2.1Section 2.01. The Exchange Agent No interest shall not be entitled to vote or exercise any rights of ownership with respect to the EVI Common Stock held by it from time to time hereunder, except that it shall receive and hold all dividends or other distributions paid or distributed with respect thereto for shall accrue on the account cash payable upon surrender of Persons entitled theretoany Certificate.

Exchange Procedure. As soon as practicable (a) On the Closing Date, MacroPore shall deposit with its transfer agent for exchange in accordance with this Article II, the Merger Shares and cash in an amount sufficient to permit the payment of cash in lieu of fractional shares pursuant to Section 2.6(f) (b) Promptly after the Effective Time of the MergerTime, the Exchange Agent MacroPore shall mail to each holder of record of a certificate or certificates that which immediately prior to the Effective Time represented shares of the Merger represented outstanding Company Shares Outstanding StemSource Stock (the "Stock Certificates") whose shares are being converted into the Merger Shares pursuant to Section 2.6(a) hereof (less any amount held in escrow pursuant to Section 2.9 hereof), other than the Company, EVI and any wholly owned subsidiary of the Company or EVI, (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Stock Certificates shall pass, only upon delivery of the Stock Certificates to the Exchange Agent MacroPore and which shall be in a such form and have such other provisions as EVI MacroPore may reasonably specify, including appropriate investment representations) (the "Letter of Transmittal") and (ii) instructions for use in effecting the surrender of the Stock Certificates in exchange for the certificates representing the EVI Common Stock and Merger Shares (less any cash amount held in lieu of a fractional share of EVI Common Stockescrow pursuant to Section 2.9 hereof). Upon surrender of a Stock Certificate for cancellation to the Exchange Agent MacroPore or to such other agent or agents as may be appointed by the Surviving CorporationMacroPore, together with such letter of transmittal, transmittal duly executed, and such other documents as may reasonably be required by the Exchange Agent, the holder of such Stock Certificate shall be entitled to receive in exchange therefor a certificate or certificates representing therefor, the number of whole shares of EVI Common Stock into which the Company Merger Shares theretofore represented by such Certificate shall have been converted (less any amount held in escrow pursuant to Section 2.1 and any cash payable in lieu 2.9 hereof) to which the holder of a fractional share of EVI Common Stock, and the Outstanding StemSource Stock is entitled pursuant to Section 2.6(a) hereof. The Stock Certificate so surrendered shall forthwith be canceled. If From and after the shares of EVI Common Stock are to be issued to a Person other than the Person in whose name the Certificate so surrendered is registeredEffective Time, it shall be a condition of exchange that such Certificate shall be properly endorsed or otherwise in proper form for transfer and that the Person requesting such exchange shall pay any transfer or other taxes required by reason of the exchange to a Person other than the registered holder of such Certificate or establish to the reasonable satisfaction of the Surviving Corporation that such tax has been paid or is not applicable. Until until surrendered as contemplated by this Section 2.22.8, each Stock Certificate shall be deemed for all corporate purposes to evidence the amount of the Merger Shares into which the shares of Outstanding StemSource Stock represented by such Stock Certificate have been converted. Notwithstanding the foregoing, with respect to a holder of Outstanding StemSource Stock who surrenders one or more Stock Certificates duly endorsed in blank (or duly executed stock powers) and a spousal consent (if applicable) at the Closing, MacroPore shall issue to such holder, within ten (10) Business Days following the Closing Date, the Merger Shares (less any time amount held in escrow pursuant to Section 2.9 hereof) to which such holder of Outstanding StemSource Stock is entitled pursuant to Section 2.6(a) hereof. (c) The Merger Shares delivered upon the surrender for exchange of shares of Outstanding StemSource Stock in accordance with the terms hereof shall be deemed to have been delivered in full satisfaction of all rights pertaining to such Outstanding StemSource Stock. There shall be no further registration of transfers on the stock transfer books of the Surviving Corporation of Outstanding StemSource Stock which were outstanding immediately prior to the Effective Time. If, after the Effective Time Time, Stock Certificates are presented to the Surviving Corporation for any reason, they shall be canceled and exchanged as provided in this Section 2.8, provided that the presenting holder is listed on StemSource's stockholder list as a holder of Outstanding StemSource Stock. (d) In the Merger to represent only the right to receive, upon surrender of such Certificate, the number of event that any Stock Certificates evidencing shares of EVI Common Outstanding StemSource Stock and cash, if any, in lieu of a fractional share of EVI Common Stock into which the Company Shares theretofore represented by such Certificate shall have been converted lost, stolen or destroyed, MacroPore shall issue in exchange for such lost, stolen or destroyed Stock Certificates, upon the making of an affidavit of that fact by the holder thereof, such Merger Shares as may be required pursuant to Section 2.1. The Exchange Agent shall not Section 2.6(a) hereof; provided, however, that MacroPore may, in its discretion and as a condition precedent to the issuance thereof, require the owner of such lost, stolen or destroyed Stock Certificates to deliver a bond in such sum as it may reasonably direct as indemnity against any claim that may be entitled to vote or exercise any rights of ownership made against MacroPore with respect to the EVI Common Stock held by it from time Certificates alleged to time hereunderhave been lost, except that it stolen or destroyed. (e) Notwithstanding anything to the contrary in this Section 2.8, none of the MacroPore, the Surviving Corporation or any party hereto shall receive and hold all dividends be liable to a holder of shares of Outstanding StemSource Stock for any amount properly paid to a public official pursuant to any applicable abandoned property, escheat or other distributions paid or distributed with respect thereto for the account of Persons entitled theretosimilar law.

Exchange Procedure. As soon as reasonably practicable ------------------- after the Effective Time of the MergerTime, the Exchange Agent shall mail to each holder of record of a an outstanding certificate or outstanding certificates that ("Certificates") which immediately prior to the Effective Time represented outstanding shares of Company Common Stock whose shares were converted into the right to receive the Merger represented outstanding Company Shares (the "Certificates"), other than the Company, EVI and any wholly owned subsidiary of the Company or EVIConsideration with respect thereto pursuant to Section 2.01, (i) a form of letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates held by such person shall pass, only upon proper delivery of the Certificates to the Exchange Agent and shall be in a customary form and have such other provisions as EVI Parent may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the certificates representing the EVI Common Stock and any cash in lieu of a fractional share of EVI Common StockMerger Consideration with respect thereto. Upon surrender of a Certificate for cancellation cancelation to the Exchange Agent or to such other agent or agents as may be appointed by the Surviving CorporationParent, together with such letter of transmittal, duly 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 (A) the amount of cash and a certificate or certificates representing the number of whole shares of EVI Parent Common Stock into which that such holder has the Company Shares theretofore represented by such Certificate shall have been converted right to receive pursuant to Article II, (B) certain dividends and other distributions in respect of Parent Common Stock in accordance with Section 2.1 2.03(c) and any (C) cash payable in lieu of a any fractional share of EVI Parent Common StockStock in accordance with Section 2.03(e), and the Certificate so surrendered shall forthwith be canceled. If In the event of a transfer of ownership of Company Common Stock that is not registered in the transfer records of the Company, the proper amount of cash and a certificate or certificates representing the proper number of shares of EVI Parent Common Stock are to may be issued and paid as described in the previous sentence in exchange therefor to a Person person other than the Person person in whose name the Certificate so surrendered is registered, it shall be a condition of exchange that registered if such Certificate shall be properly endorsed or otherwise be in proper form for transfer and that the Person person requesting such exchange issuance shall pay any transfer or other taxes required by reason of the exchange payment of cash and issuance of shares of Parent Common Stock to a Person person other than the registered holder of such Certificate or establish to the reasonable satisfaction of the Surviving Corporation Parent that such tax has been paid or is not applicable. Until surrendered as contemplated by this Section 2.22.03(b), each Certificate shall be deemed at any time after the Effective Time of the Merger to represent only the right to receive, receive upon such surrender of such Certificate, the number of shares of EVI Common Stock and cash, if any, in lieu of a fractional share of EVI Common Stock into which Merger Consideration that the Company Shares theretofore represented by such Certificate shall have been converted holder thereof has the right to receive pursuant to Section 2.1. The Exchange Agent shall not be entitled to vote or exercise any rights the provisions of ownership with respect to the EVI Common Stock held by it from time to time hereunderthis Article II, except that it shall receive and hold all certain dividends or other distributions in accordance with Section 2.03(c) and any cash in lieu of any fractional share of Parent Common Stock in accordance with Section 2.03(e). No interest shall be paid or distributed with respect thereto for the account shall accrue on any cash payable upon surrender of Persons entitled theretoany Certificate.

Exchange Procedure. As soon as reasonably practicable after the Effective Time (and in any event within ten (10) business days of the MergerEffective Time), Purchaser shall cause the Exchange Agent shall to mail to each holder of record of a certificate or certificates that immediately prior to the Effective Time shares of the Merger represented outstanding Company Shares Common Stock (the "Certificates"), other than the CompanyExcluded Shares), EVI and any wholly owned subsidiary as of the Company or EVIEffective Time, (i) a form of letter of transmittal (which shall be in customary form and shall specify that delivery shall will be effected, and risk of loss and title to the Certificates shall or Book-Entry Shares will pass, only upon proper delivery of the such Certificates or Book-Entry Shares to the Exchange Agent and shall be upon adherence to the procedures set forth in a form and have such other provisions as EVI may reasonably specifythe letter of transmittal) and (ii) instructions for use in effecting the surrender of the Certificates or Book-Entry Shares in exchange for the certificates representing the EVI Common Stock and Merger Consideration, any cash in lieu of a fractional share of EVI Common Stockshares payable pursuant to Section 2.9 and any dividends or other distributions payable pursuant to Section 2.3. Upon surrender of a Certificate or of Book-Entry Shares for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by the Surviving CorporationAgent, together with such letter of transmittal, duly executedcompleted and validly executed in accordance with the instructions thereto, and such other documents as may reasonably be required by the Exchange Agent, the each holder of such a Certificate or of Book-Entry Shares shall be entitled to receive in exchange therefor a certificate (a) certificated or certificates book-entry shares representing the number of whole shares of EVI Purchaser Common Stock into to which the Company Shares theretofore represented by such Certificate shall have been converted holder is entitled pursuant to Section 2.1 and any 2.1.2, (b) cash payable in lieu of a any fractional share of EVI Common Stockshares payable pursuant to Section 2.9, and the Certificate (c) any dividends or distributions payable pursuant to Section 2.3, and such Certificates and Book-Entry Shares so surrendered shall forthwith be canceled. If In the shares event of EVI a transfer of ownership of Company Common Stock are to that is not registered in the transfer records of Company, payment of the Merger Consideration may be issued made to a Person other than the Person in whose name the Certificate Certificates or Book-Entry Shares so surrendered is registered, it shall be a condition of exchange that such Certificate shall be are registered if properly endorsed or otherwise in proper form for transfer and that the Person requesting such exchange payment shall pay any transfer or other taxes Taxes required by reason of the exchange to a Person other than the registered holder of such Certificate transfer or establish establish, to the reasonable satisfaction of the Surviving Corporation Purchaser, that such tax has Taxes have been paid or is are not applicable. Until surrendered as contemplated by this Section 2.22.2.2, each Certificate and Book-Entry Share shall be deemed at any time after the Effective Time of the Merger to represent only the right to receivereceive upon such surrender the Merger Consideration, upon surrender of such Certificate, the number of shares of EVI Common Stock and cash, if any, any cash in lieu of a fractional share of EVI Common Stock into which the Company Shares theretofore represented by such Certificate shall have been converted shares payable pursuant to Section 2.1. The Exchange Agent shall not be entitled to vote or exercise Section 2.9 and any rights of ownership with respect to the EVI Common Stock held by it from time to time hereunder, except that it shall receive and hold all dividends or other distributions paid or distributed with respect thereto for the account of Persons entitled theretopayable pursuant to Section 2.3.

Exchange Procedure. As soon as practicable after On or before the Effective Time of the Merger, the Exchange Agent ------------------ CFW shall mail to each holder of record of a certificate or certificates that immediately prior to the Effective Time of the Merger represented outstanding Company Shares (the "Certificates"), other than the Company, EVI CFW and any wholly ------------ owned subsidiary of the Company or EVICFW, (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Agent CFW and shall be in a form and have such other provisions as EVI CFW may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the certificates representing the EVI CFW Common Stock and any cash in lieu of a fractional share of EVI CFW Common Stock. Upon Subject to Section 2.3, upon ----------- surrender of a Certificate for cancellation to the Exchange Agent CFW or to such other agent or agents as may be appointed by the Surviving Corporation, together with such letter of transmittal, duly executed, and such other documents as may reasonably be required by the Exchange AgentCFW, the holder of such Certificate shall be entitled to receive in exchange therefor (i) a certificate or certificates representing the number of whole shares of EVI CFW Common Stock into which the Company Shares theretofore represented by such Certificate shall have been converted pursuant to Section 2.1 ------- 2.1(c), and (ii) any cash payable in lieu of a fractional share of EVI CFW Common ------ Stock, and the Certificate so surrendered shall forthwith be canceled. If the shares of EVI CFW Common Stock are to be issued to a Person other than the Person in whose name the Certificate so surrendered is registered, it shall be a condition of exchange that such Certificate shall be properly endorsed or otherwise in proper form for transfer and that the Person requesting such exchange shall pay any transfer or other taxes required by reason of the exchange to a Person other than the registered holder of such Certificate or establish to the reasonable satisfaction of CFW and the Surviving Corporation that such tax has been paid or is not applicable. Until surrendered as contemplated by this Section 2.2, each ----------- Certificate shall be deemed at any time after as of the Effective Time of the Merger to represent only the right to receive, upon surrender of such CertificateCertificate in accordance with this Section 2.2((a)), the number of shares of EVI Common Stock and cash, if any, in lieu of a fractional share of EVI Common Stock into which the Company Shares theretofore represented by such Certificate shall have been converted pursuant to Section 2.1Merger Consideration. The Exchange Agent shall not be entitled to vote or exercise any rights of ownership with respect to the EVI Common Stock held by it from time to time hereunder, except that it shall receive and hold all dividends or other distributions paid or distributed with respect thereto for the account of Persons entitled thereto.----------------

Exchange Procedure. As soon as practicable after At or prior to the Effective Time of the ------------------ Merger, the Exchange Agent Parent shall mail make available to each holder of record of a certificate or certificates that which immediately prior to the Effective Time of the Merger represented outstanding shares of Company Shares Common Stock (the "Certificates"), other than ) whose shares were converted into the Company, EVI and any wholly owned subsidiary of right to receive the Company Merger Consideration relating to the shares represented by such Certificate or EVICertificates pursuant to Section 2.1, (i) a form of letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Exchange Agent Parent and shall be in a form and have such other provisions as EVI Parent may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the certificates representing Merger Consideration relating to the EVI Common Stock and any cash in lieu of a fractional share of EVI Common Stockshares represented by such Certificate or Certificates. Upon surrender of a Certificate for cancellation to the Exchange Agent Parent or to such other agent or agents as may be appointed by the Surviving CorporationParent, together with such letter of transmittal, duly executed, and such other documents as may reasonably be required by the Exchange AgentParent or such agent, the holder of such Certificate shall be entitled to receive in exchange therefor a certificate or certificates representing the number of whole Merger Consideration relating to the shares of EVI Common Stock into which the Company Shares theretofore represented by such Certificate or Certificates into which the shares of Company Common Stock shall have been converted pursuant to Section 2.1 and any 2.1, cash payable in lieu of a fractional share shares of EVI Parent Common StockStock to which such holder is entitled pursuant to Section 2.2(f) and any dividends or other distributions to which such holder is entitled pursuant to Section 2.2(c), and the Certificate so surrendered shall forthwith be canceled. If In the shares event of EVI a transfer of ownership of Company Common Stock are to which is not registered in the transfer records of the Company, payment may be issued made to a Person person other than the Person person in whose name the Certificate so surrendered is registered, it shall be a condition of exchange that if such Certificate shall be properly endorsed or otherwise be in proper form for transfer and that the Person person requesting such exchange payment shall pay any transfer or other taxes required by reason of the exchange payment to a Person person other than the registered holder of such Certificate or establish to the reasonable satisfaction of the Surviving Corporation that such tax has been paid or is not applicable. Until surrendered as contemplated by this Section 2.2, each Certificate shall be deemed at At any time after the Effective Time of the Merger Merger, each Certificate shall be deemed to represent only the right to receive, receive upon surrender of such Certificate, the number of Merger Consideration relating to the shares of EVI Common Stock and cash, if any, in lieu of a fractional share of EVI Common Stock into which the Company Shares theretofore represented by such Certificate or Certificates into which the shares of Company Common Stock shall have been converted pursuant to Section Section 2.1. The Exchange Agent shall not be entitled to vote or exercise , cash in lieu of any rights fractional shares of ownership with respect to the EVI Parent Common Stock held as contemplated by it from time to time hereunder, except that it shall receive Section 2.2(f) and hold all any dividends or other distributions paid or distributed with respect thereto for the account of Persons to which such holder is entitled theretopursuant to Section 2.2(c), in each case, without interest thereon.

Exchange Procedure. As soon as reasonably practicable after the Effective Time of Time, Parent shall cause the Merger, the Exchange Paying Agent shall to mail to each holder of record of a certificate or certificates (the “Certificates”) that immediately prior to the Effective Time of the Merger represented outstanding shares of Company Shares (Common Stock that were converted into the "Certificates"right to receive Merger Consideration pursuant to Section 2.01(c), other than the Company, EVI and any wholly owned subsidiary of the Company or EVI, (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Paying Agent and shall be in a such form and have such other provisions as EVI Parent and the Company may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the certificates representing the EVI Common Stock and any cash in lieu of a fractional share of EVI Common StockMerger Consideration. Upon surrender of a Certificate for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by the Surviving CorporationPaying Agent, together with such letter of transmittal, duly 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 a certificate or certificates representing the number amount of whole shares of EVI Common Stock cash into which the shares of Company Shares Common Stock theretofore represented by such Certificate shall have been converted pursuant to Section 2.1 2.01 and any cash payable certain dividends and other distributions in lieu respect of a fractional share of EVI Company Common StockStock in accordance with Section 2.03, and the Certificate so surrendered shall forthwith be canceled. If In the shares event of EVI a transfer of ownership of Company Common Stock are to that is not registered in the transfer records of the Company, payment may be issued made to a Person person other than the Person person in whose name the Certificate so surrendered is registered, it shall be a condition of exchange that if such Certificate shall be properly endorsed or otherwise be in proper form for transfer and that the Person person requesting such exchange payment shall pay any transfer or other taxes required by reason of the exchange payment to a Person person other than the registered holder of such Certificate or establish to the reasonable satisfaction of the Surviving Corporation Parent that such tax has been paid or is not applicable. Until surrendered as contemplated by this Section 2.22.02, each Certificate shall be deemed at any time after the Effective Time of the Merger to represent only the right to receivereceive upon such surrender the Merger Consideration, upon surrender of such Certificatewithout interest, the number of shares of EVI Common Stock and cash, if any, in lieu of a fractional share of EVI Common Stock into which the Company Shares theretofore represented by such Certificate shall have been converted pursuant to Section 2.1. The Exchange Agent shall not be entitled to vote or exercise any rights of ownership with respect to the EVI Common Stock held by it from time to time hereunder, except that it shall receive and hold all certain dividends or other distributions in accordance with Section 2.03(c). No interest shall be paid or distributed with respect thereto for accrue on the account cash payable upon surrender of Persons entitled theretoany Certificate.

Exchange Procedure. As soon as reasonably practicable after the Effective Time of the MergerTime, the Exchange Surviving Corporation shall cause the Paying Agent shall to mail to each holder of record of a certificate Certificate or certificates that Certificates (or evidence of shares in book-entry form) which immediately prior to the Effective Time represented outstanding shares of Company Common Stock whose shares were converted into the right to receive such holder’s ratable portion of the aggregate Merger represented outstanding Company Shares (the "Certificates"), other than the Company, EVI and any wholly owned subsidiary of the Company or EVIConsideration, (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates held by such Person shall pass, only upon the proper delivery of the Certificates to the Exchange Paying Agent and shall be in a form and have such other customary provisions as EVI Parent may reasonably specify) and (ii) instructions as specified by the Paying Agent or Parent for use in effecting the surrender of the Certificates in exchange for the certificates representing the EVI Common Stock Merger Consideration (which instructions shall be reasonable and any cash in lieu customary for a transaction of a fractional share of EVI Common Stockthis type). Upon surrender of a Certificate for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by the Surviving CorporationPaying Agent, together with such letter of transmittal, duly completed and executed, and in accordance with such other documents as may reasonably be required by the Exchange Agentinstructions, the holder of such Certificate shall be entitled to receive in exchange therefor a certificate or certificates representing therefor, and the number Paying Agent shall promptly distribute to such holder, the amount of whole shares of EVI Common Stock cash into which the shares of Company Shares Common Stock theretofore represented by such Certificate shall have been converted pursuant to Section 2.1 and any cash payable in lieu of a fractional share of EVI Common Stock2.1(c), and the Certificate so surrendered shall forthwith be canceledcancelled. If In the event of a transfer of ownership of shares of EVI Company Common Stock are to that is not registered in the transfer records of the Company, payment may be issued made to a Person other than the Person in whose name the Certificate so surrendered is registered, it shall be a condition of exchange that if such Certificate shall be properly endorsed or otherwise be in proper form for transfer and that the Person requesting such exchange payment shall pay any transfer or other taxes required by reason of the exchange payment to a Person other than the registered holder of such Certificate or establish to the reasonable satisfaction of the Surviving Corporation Parent that such tax has been paid or is not applicable. Until surrendered as contemplated by this Section 2.22.2(b), each Certificate shall be deemed at any time after the Effective Time of the Merger to represent only the right to receivereceive upon such surrender, upon surrender with respect to each share of such CertificateCompany Common Stock represented thereby, the number of shares of EVI Common Stock and cashMerger Consideration, if anywithout interest, in lieu of a fractional share of EVI Common Stock into which the shares of Company Shares Common Stock theretofore represented by such Certificate shall have been converted pursuant to Section 2.1Section 2.1(c). The Exchange Agent shall not No interest will be entitled to vote or exercise any rights of ownership with respect to the EVI Common Stock held by it from time to time hereunder, except that it shall receive and hold all dividends or other distributions paid or distributed with respect thereto for will accrue on the account cash payable upon the surrender of Persons entitled theretoany Certificate.

Exchange Procedure. As soon as practicable after the Effective Time of the Merger, the Exchange Agent shall mail to each holder of record of a certificate or certificates that immediately prior to the Effective Time of the Merger represented outstanding Company Shares (the "Certificates"), other than the Company, EVI and any wholly owned subsidiary Subsidiary of the Company or EVICompany, (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Agent and shall be in a form and have such other provisions as EVI EarthLink may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the certificates representing the EVI Common EarthLink Stock Portion and cash (in payment of the Cash Portion) and any additional cash in lieu of a fractional share of EVI EarthLink Common Stock. Upon surrender of a Certificate for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by the Surviving CorporationAgent, together with such letter of transmittal, duly executed, and such other documents as may reasonably be required by the Exchange Agent, the holder of such Certificate shall be entitled to receive in exchange therefor the applicable amount of the Merger Consideration consisting of (i) a certificate or certificates representing the number of whole shares of EVI EarthLink Common Stock and cash into which the Company Shares theretofore represented by such Certificate shall have been converted pursuant to Section 2.1 2.1, and (ii) any cash payable in lieu of a fractional share of EVI EarthLink Common Stock, and the Certificate so surrendered shall forthwith be canceled. If the shares of EVI EarthLink Common Stock are to be issued to a Person other than the Person in whose name the Certificate so surrendered is registered, it shall be a condition of exchange that such Certificate shall be properly endorsed or otherwise in proper form for transfer and that the Person requesting such exchange shall pay any transfer or other taxes required by reason of the exchange to a Person other than the registered holder of such Certificate or establish to the reasonable satisfaction of the Surviving Corporation EarthLink that such tax has been paid or is not applicable. Until surrendered as contemplated by this Section 2.2, each Certificate shall be deemed at any time after the Effective Time of the Merger to represent only the right to receive, upon surrender of such CertificateCertificate in accordance with this Section 2.2(c), the applicable amount of the Merger Consideration consisting of the number of shares of EVI EarthLink Common Stock and cash and, additional cash, if any, in lieu of a fractional share of EVI EarthLink Common Stock into which the Company Shares theretofore represented by such Certificate shall have been converted pursuant to Section 2.1. The Exchange Agent shall not be entitled to vote or exercise any rights of ownership with respect to the EVI EarthLink Common Stock held by it from time to time hereunder, except that it shall receive and hold all dividends or other distributions paid or distributed with respect thereto for the account of Persons entitled thereto.

Exchange Procedure. As soon as reasonably practicable after the Effective Time of the Merger(but in no event later than two business days thereafter), the Exchange Surviving Corporation or Parent shall cause the Paying Agent shall to mail to (i) each holder of record of a certificate or certificates that immediately prior to the Effective Time of the Merger represented outstanding Company Shares Certificate (the "Certificates"), other than the Company, EVI and any wholly owned subsidiary of the Company or EVI, (iA) a form of letter of transmittal (which shall include an accompanying IRS Form W‑9 or the applicable IRS Form W‑8, shall specify that delivery shall be effected, and risk of loss and title to the Certificates held by such person shall pass, only upon proper delivery of the such Certificates to the Exchange Paying Agent and shall be in a customary form and have such other provisions as EVI may reasonably specifyacceptable to Parent and the Company) and (iiB) instructions for use in effecting the surrender of the Certificates in exchange for the certificates representing Merger Consideration and (ii) each holder of Uncertificated Shares (A) materials advising such holder of the EVI Common Stock effectiveness of the Merger and any cash the conversion of its Uncertificated Shares into the right to receive the Merger Consideration and (B) a check in lieu an amount equal to the aggregate amount of a fractional share of EVI Common StockMerger Consideration to which such holder is entitled. Upon surrender of a Certificate for cancellation cancelation to the Exchange Paying Agent or to such other agent or agents as may be appointed by the Surviving CorporationParent, together with such letter of transmittal, duly completed and validly 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 a certificate or certificates representing the number amount of whole shares of EVI Common Stock into which cash equal to the Company Shares theretofore represented by Merger Consideration that such Certificate shall have been converted holder has the right to receive pursuant to Section 2.1 and any cash payable in lieu of a fractional share of EVI Common Stock2.01(c), and the each Certificate so surrendered shall forthwith be canceled. If In the shares event of EVI a transfer of ownership of Company Common Stock are to that is not registered in the stock transfer books of the Company, payment of the Merger Consideration in exchange therefor may be issued made to a Person person other than the Person person in whose name the Certificate so surrendered is registered, it shall be a condition of exchange that registered if such Certificate shall be properly endorsed or otherwise be in proper form for transfer and that accompanied by all documents required to evidence and effect such transfer and the Person person requesting such exchange payment shall pay any transfer or other taxes Taxes required by reason of the exchange payment to a Person person other than the registered holder of such Certificate or establish to the reasonable satisfaction of the Surviving Corporation that such tax has Taxes have been paid or is are not applicable. Until surrendered as contemplated by this Section 2.22.04, each Certificate shall be deemed at any time after the Effective Time of the Merger to represent only the right to receive, receive upon such surrender the amount of such Certificate, the number of shares of EVI Common Stock and cash, if anywithout interest, in lieu of a fractional share of EVI Common Stock into which the shares of Company Shares Common Stock theretofore represented by such Certificate shall Certificate, as applicable, have been converted pursuant to Section 2.1Section 2.01(c). The Exchange Agent No interest shall not be entitled to vote or exercise any rights of ownership with respect to the EVI Common Stock held by it from time to time hereunder, except that it shall receive and hold all dividends or other distributions paid or distributed with respect thereto for shall accrue on the account cash payable upon surrender of Persons entitled theretoany Certificate.

Exchange Procedure. As soon as reasonably practicable after the Effective Time of the Mergerand in no event later than ten (10) business days thereafter, the Exchange Agent shall mail to each holder of record of a certificate or certificates that immediately prior to the Effective Time of the Merger represented outstanding Company Shares (the "Certificates"), other than the Company, EVI and any wholly owned subsidiary of the Company or EVI, whose shares were converted into Camden Shares pursuant to Section 2.1 (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Agent and shall be in a form and have such other provisions as EVI Camden Sub may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the certificates representing the EVI Common Stock and any cash in lieu of a fractional share of EVI Common Stockevidencing Camden Shares. Upon surrender of a Certificate for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by the Surviving CorporationCamden Sub, together with such letter of transmittal, duly executed, and such other documents as may reasonably be required by the Exchange Agent, the holder of such Certificate shall be entitled to receive in exchange therefor a certificate or certificates representing the number of whole shares of EVI Common Stock into Camden Shares to which the Company holder is entitled, an amount of cash in lieu of any fractional Camden Shares theretofore represented by in accordance with Section 2.2(g) and any dividends or other distributions to which such Certificate shall have been converted holder is entitled pursuant to Section 2.1 and any cash payable in lieu of a fractional share of EVI Common Stock2.2(d), and the Certificate so surrendered shall forthwith be canceled. If In the shares event of EVI Common Stock are to a transfer of ownership of Company Shares that is not registered in the transfer records of the Company, payment may be issued made to a Person other than the Person in whose name the Certificate so surrendered is registered, it shall be a condition of exchange that registered if such Certificate shall be properly endorsed or otherwise be in proper form for transfer and that the Person requesting such exchange payment either shall pay any transfer or other taxes required by reason of the exchange such payment being made to a Person other than the registered holder of such Certificate or establish to the reasonable satisfaction of the Surviving Corporation Camden Sub that such tax has or taxes have been paid or is are not applicable. Until surrendered as contemplated by this Section 2.2, each Certificate shall be deemed at any time after the Effective Time of the Merger to represent only the right to receive, receive upon such surrender of such Certificate, the whole number of shares of EVI Common Stock and cashCamden Shares provided by Section 2.1, if any, an amount in cash in lieu of a any fractional share of EVI Common Stock into which the Company Shares theretofore represented by such Certificate shall have been converted pursuant to Section 2.1. The Exchange Agent shall not be entitled to vote or exercise Camden Share in accordance with Section 2.2(g) and any rights of ownership with respect to the EVI Common Stock held by it from time to time hereunder, except that it shall receive and hold all dividends or other distributions to which such holder is entitled pursuant to Section 2.2(d). No interest will be paid or distributed with respect thereto for will accrue on the account consideration payable upon the surrender of Persons entitled theretoany Certificate or on any cash payable pursuant to Section 2.2(d) or Section 2.2(g).

Exchange Procedure. As soon as reasonably practicable after the Effective Time of (but in no event later than three business days after the MergerEffective Time), the Exchange Surviving Corporation or Parent shall cause the Paying Agent shall to mail to each holder of record of a certificate or certificates that immediately prior to the Effective Time represented outstanding shares of Company Common Stock (the “Certificates”) which were converted into the right to receive the Merger represented outstanding Company Shares (the "Certificates"), other than the Company, EVI and any wholly owned subsidiary of the Company or EVI, Consideration pursuant to Section 2.07 (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Agent Paying Agent, and shall be in a such form and have such other provisions as EVI may are customary and reasonably specifyacceptable to the Company and Parent) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the certificates representing the EVI Common Stock and any cash in lieu of a fractional share of EVI Common StockMerger Consideration. Upon surrender of a Certificate for cancellation to the Exchange Paying Agent or to such other agent or agents as may be appointed by the Surviving Corporationfor cancelation, together with such letter of transmittal, duly 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 a certificate or certificates representing the number amount of whole shares of EVI Common Stock cash into which the shares of Company Shares Common Stock theretofore represented by such Certificate shall have been converted pursuant to Section 2.1 and any cash payable in lieu of a fractional share of EVI Common Stock2.07, and the Certificate so surrendered shall forthwith be canceled. If In the shares event of EVI a transfer of ownership of Company Common Stock are to that is not registered in the transfer records of the Company, payment may be issued made to a Person other than the Person in whose name the Certificate so surrendered is registered, it shall be a condition of exchange that if such Certificate shall be properly endorsed or otherwise be in proper form for transfer and that the Person requesting such exchange payment shall pay any transfer or other taxes Taxes required by reason of the exchange payment to a Person other than the registered holder of such Certificate or establish to the reasonable satisfaction of the Surviving Corporation Parent that such tax Tax has been paid or is not applicable. Until surrendered as contemplated by this Section 2.22.08, each Certificate shall be deemed at any time after the Effective Time of the Merger to represent only the right to receive, receive upon such surrender the amount of such Certificate, the number of shares of EVI Common Stock and cash, if anywithout interest, in lieu of a fractional share of EVI Common Stock into which the shares of Company Shares Common Stock theretofore represented by such Certificate shall have been converted pursuant to Section 2.1Section 2.07. The Exchange Agent No interest shall not be entitled to vote or exercise any rights of ownership with respect to the EVI Common Stock held by it from time to time hereunder, except that it shall receive and hold all dividends or other distributions paid or distributed with respect thereto for accrue on the account cash payable upon surrender of Persons entitled thereto.any Certificate. Table of Contents

Exchange Procedure. As soon as reasonably practicable after the Effective Time of the MergerTime, NHC/OP Sub shall cause the Exchange Agent shall to mail to each holder of record of a certificate or certificates that immediately prior Certificate whose shares of Company Common Stock were converted into the right to the Effective Time of receive the Merger represented outstanding Company Shares (the "Certificates"Consideration pursuant to Section 2.01(b), other than the Company, EVI and any wholly owned subsidiary of the Company or EVI, (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates held by such person shall pass, only upon proper delivery of the Certificates to the Exchange Agent and shall be in a such form and have such other reasonable and customary provisions as EVI NHC/OP Sub may reasonably specify) and (ii) instructions for use in effecting the surrender of surrendering the Certificates in exchange for (A) the certificates representing the EVI Common Stock Merger Consideration, (B) any dividends or other distributions to which holders of Certificates are entitled pursuant to Section 2.02(c) and any (C) cash in lieu of a any fractional share shares of EVI Common StockParent Preferred Stock to which such holders are entitled pursuant to Section 2.02(e). Upon surrender of a Certificate for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by the Surviving CorporationAgent, together with such letter of transmittal, duly 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 a certificate or certificates representing the (x) that number of whole shares of EVI Parent Preferred Stock (which shall be in non-certificated book-entry form) which such holder has the right to receive pursuant to the provisions of this Article II after taking into account all the shares of Company Common Stock into which the Company Shares theretofore represented then held by such Certificate shall have been converted holder under all such Certificates so surrendered, (y) cash in an amount equal to $9.00 per share of Company Common Stock then held by such holder under all such Certificates so surrendered plus any dividends or other distributions to which such holder is entitled pursuant to Section 2.1 2.02(c) and any (z) cash payable in lieu of a fractional share shares of EVI Common StockParent Preferred Stock to which such holder is entitled pursuant to Section 2.02(e), and the Certificate so surrendered shall forthwith be canceled. If In the shares event of EVI a transfer of ownership of Company Common Stock are to that is not registered in the transfer records of the Company, the Merger Consideration may be issued to a Person person other than the Person person in whose name the Certificate so surrendered is registered, it shall be a condition of exchange that registered if such Certificate shall be properly endorsed or otherwise be in proper form for transfer and that the Person person requesting such exchange issuance shall pay any transfer or other taxes Taxes required by reason of the exchange issuance of shares of Parent Preferred Stock to a Person person other than the registered holder of such Certificate or establish to the reasonable satisfaction of the Surviving Corporation NHC/OP Sub that such tax Tax has been paid or is not applicable. Until surrendered as contemplated by this Section 2.22.02(b), each Certificate shall be deemed at any time after the Effective Time of the Merger to represent only the right to receivereceive upon such surrender the Merger Consideration that the holder thereof has the right to receive pursuant to the provisions of this Article II, any dividends or distributions to which the holder of such Certificate is entitled under Section 2.02(c) and any cash in lieu of any fractional share of Parent Preferred Stock to which the holder of such Certificate is entitled under Section 2.02(e). No interest shall be paid or shall accrue on any cash payable upon surrender of such any Certificate, the number of shares of EVI Common Stock and cash, if any, in lieu of a fractional share of EVI Common Stock into which the Company Shares theretofore represented by such Certificate shall have been converted pursuant to Section 2.1. The Exchange Agent shall not be entitled to vote or exercise any rights of ownership with respect to the EVI Common Stock held by it from time to time hereunder, except that it shall receive and hold all dividends or other distributions paid or distributed with respect thereto for the account of Persons entitled thereto.

Exchange Procedure. As soon as reasonably practicable after the Effective Time of the MergerTime, the Exchange Agent Parent shall mail cause to be mailed to each holder of record of a certificate or certificates that which immediately prior to the Effective Time represented outstanding shares of the Merger represented outstanding Company Shares Common Stock (the "CertificatesCERTIFICATES"), other than the Company, EVI and any wholly owned subsidiary of the Company or EVI, (i) a letter of transmittal (which shall be in customary form and shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to Parent's transfer agent (the Exchange Agent and shall be in a form and have such other provisions as EVI may reasonably specify) "TRANSFER AGENT")), and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the certificates representing the EVI Common Stock and any cash in lieu shares of a fractional share of EVI Parent Common Stock. Upon surrender of a Certificate for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by the Surviving CorporationTransfer Agent, together with such letter of transmittal, duly executed, and such other documents as may reasonably be required by the Exchange Transfer Agent, the holder of such Certificate shall be entitled to receive in exchange therefor a certificate or certificates representing the evidencing that number of whole shares of EVI Parent Common Stock into which such holder has the right to receive in respect of the shares of the Company Shares theretofore represented Common Stock formerly evidenced by such Certificate shall have been converted (after taking into account all shares of the Company Common Stock then held of record by such holder), cash in lieu of fractional shares of Parent Common Stock to which such holder is entitled pursuant to Section 2.1 2.2(d) and any cash payable in lieu of a fractional share of EVI Common Stockdividends or other distributions to which such holder is entitled pursuant to Section 2.2(b), and the Certificate so surrendered shall forthwith be canceledcancelled. If In the event of a transfer of ownership of the Company Common Stock which is not registered in the transfer records of the Company, a certificate representing the proper number of shares of EVI Parent Common Stock are to may be issued to a Person person other than the Person person in whose name the Certificate so surrendered is registered, it shall be a condition of exchange that if such Certificate Certificate, accompanied by all documents required to evidence and effect such transfer, shall be properly endorsed with signature guarantee or otherwise be in proper form for transfer and that the Person person requesting such exchange payment shall pay any transfer or other taxes required by reason of the exchange issuance of shares of Parent Common Stock to a Person person other than the registered holder of such Certificate or establish to the reasonable satisfaction of the Surviving Corporation Parent that such tax has been paid or is not applicable. Until surrendered as contemplated by this Section 2.2, each Certificate shall be deemed at any time after the Effective Time of the Merger to represent only the right to receive, receive upon such surrender of such Certificate, the number of certificate evidencing whole shares of EVI Parent Common Stock and cashStock, if any, cash in lieu of a any fractional share shares of EVI Parent Common Stock into to which the Company Shares theretofore represented by such Certificate shall have been converted holder is entitled pursuant to Section 2.1. The Exchange Agent shall not be entitled to vote or exercise Section 2.2(d) and any rights of ownership with respect to the EVI Common Stock held by it from time to time hereunder, except that it shall receive and hold all dividends or other distributions to which such holder is entitled pursuant to Section 2.2(b). No interest will be paid or distributed with respect thereto for the account of Persons entitled theretowill accrue on any cash payable pursuant to Section 2.2(b) or 2.2(d).

Exchange Procedure. As soon as practicable after the Effective Time of the Merger, the Exchange Agent shall mail to each holder of record of a certificate or certificates that immediately prior to the Effective Time of the Merger represented outstanding Company Shares (the "Certificates"), other than the Company, EVI Parent, Sub and any wholly wholly-owned subsidiary of the Company Company, Parent or EVISub, (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Agent and shall be in a form and have such other provisions as EVI Parent and Sub may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the certificates representing the EVI Common Stock Parent Shares and any cash in lieu of a fractional share of EVI Common Stockshare. Upon surrender of a Certificate for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by the Surviving Corporation, together with such letter of transmittal, duly executed, and such other documents as may reasonably be required by the Exchange Agent, the holder of such Certificate shall be entitled to receive in exchange therefor a certificate or certificates representing the number of whole shares of EVI Common Stock Parent Shares into which the Company Shares theretofore represented by such Certificate shall have been converted pursuant to Section 2.1 and any cash payable in lieu of a fractional share of EVI Common StockShare, and the Certificate so surrendered shall forthwith be canceled. If the shares of EVI Common Stock Parent Shares are to be issued to a Person person other than the Person person in whose name the Certificate so surrendered is registered, it shall be a condition of exchange that such Certificate shall be properly endorsed or otherwise in proper form for transfer and that the Person person requesting such exchange shall pay any transfer or other taxes required by reason of the exchange to a Person person other than the registered holder of such Certificate or establish to the reasonable satisfaction of the Surviving Corporation that such tax has been paid or is not applicable. Until surrendered as contemplated by this Section 2.2, each Certificate shall be deemed at any time after the Effective Time of the Merger to represent only the right to receive, upon surrender of such Certificate, the number of shares of EVI Common Stock and cash, if any, in lieu of a fractional share of EVI Common Stock into which the Company Shares theretofore represented by such Certificate shall have been converted pursuant to Sectionthe 2.1. The Exchange Agent shall not be entitled to vote or exercise any rights of ownership with respect to the EVI Common Stock Parent Shares held by it from time to time hereunder, except that it shall receive and hold all dividends or other distributions paid or distributed with respect thereto for the account of Persons persons entitled thereto.

Exchange Procedure. As soon as practicable after the Effective Time of the MergerTime, Parent shall cause the Exchange Agent shall to mail to each holder of record of a certificate or certificates that immediately prior to the Effective Time of the Merger represented outstanding Company Shares (the "Certificates"), other than the Company, EVI and any wholly owned subsidiary of the Company or EVI, (i) a letter of transmittal (which shall be in customary form and specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Agent and shall be in a form and have such other provisions as EVI may reasonably specifyAgent) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the certificates representing the EVI Common Stock consideration (and any unpaid distributions and dividends) contemplated by Section 3.2 and this Section 3.3, including cash in lieu of a fractional share of EVI Common Stockshares. Upon surrender of a Certificate for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by the Surviving CorporationAgent, together with such letter of transmittal, duly executed, and such other documents as may reasonably be required by the Exchange Agent, the holder of such Certificate shall be entitled to receive promptly in exchange therefor (x) a certificate or certificates representing the that number of whole shares Parent Shares and (y) a check representing the amount of EVI Common Stock into which the Company Shares theretofore represented by such Certificate shall have been converted pursuant to Section 2.1 and any cash payable in lieu of a fractional share of EVI Common Stockshares, if any, and unpaid dividends and distributions with respect to the Parent Shares as provided for in Section 3.3(c), if any, that such holder has the right to receive in respect of the Certificate so surrendered shall forthwith pursuant to the provisions of this Article III, after giving effect to any required withholding Tax. No interest will be canceledpaid or accrued on the cash payable to holders of Shares. If In the shares event of EVI Common Stock are a transfer of ownership of Shares that is not registered in the transfer records of the Company, a certificate representing the proper number of Parent Shares, together with a check for the cash to be paid pursuant to this Section 3.3 may be issued to such a Person other than the Person in whose name the Certificate so surrendered is registered, it shall be a condition of exchange that transferee if such Certificate shall be properly endorsed or otherwise be in proper form for transfer and that the Person requesting such exchange transferee shall pay any transfer or other taxes Taxes required by reason of the exchange payment to a Person other than the registered holder of such Certificate or establish to the reasonable satisfaction of the Surviving Corporation Parent that such tax Tax has been paid or is not applicable. Until surrendered as contemplated by this Section 2.2, each Certificate shall be deemed at any time after Parent or the Effective Time of the Merger to represent only the right to receive, upon surrender of such Certificate, the number of shares of EVI Common Stock and cash, if any, in lieu of a fractional share of EVI Common Stock into which the Company Shares theretofore represented by such Certificate shall have been converted pursuant to Section 2.1. The Exchange Agent shall not be entitled to vote deduct and withhold from the consideration otherwise payable pursuant to this Agreement such amounts as Parent or exercise any rights of ownership the Exchange Agent is required to deduct and withhold with respect to the EVI Common Stock held making of such payment under the Code or under any provision of state, local or foreign Tax law. To the extent that amounts are so withheld by it from time Parent or the Exchange Agent, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to time hereunder, except that it shall receive the Person in respect of which such deduction and hold all dividends or other distributions paid or distributed with respect thereto for the account of Persons entitled theretowithholding was made.

Exchange Procedure. (i) As soon as reasonably practicable after the Effective Time of the MergerTime, the Exchange Paying Agent shall mail to each holder of record of a certificate or certificates that immediately prior to the Effective Time of the Merger represented outstanding Company Shares Certificate Holder (the "Certificates"), other than the Company, EVI and any wholly owned subsidiary of the Company or EVI, (iA) a letter of transmittal (transmittal, which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Paying Agent and shall be in a form and have such other provisions as EVI Parent or Buyer may reasonably specify) specify and (iiB) instructions for use in effecting the surrender of the exchanging Certificates in exchange for the certificates representing the EVI Common Stock and any cash in lieu of a fractional share of EVI Common StockMerger Consideration. Upon surrender of a Certificate for cancellation to the Exchange Paying Agent or to such other agent or agents as may be appointed by the Surviving CorporationParent, together with such letter of transmittal, duly executed, and such other documents as may reasonably be required by the Exchange Paying Agent, the holder of such Certificate Holder shall be entitled to receive in exchange therefor a certificate or certificates representing therefor, and the number Paying Agent shall pay pursuant to irrevocable instructions given by Parent, the amount of whole shares of EVI Common Stock Merger Consideration into which the Company Shares shares of Common Stock theretofore represented by such Certificate shall have been converted pursuant to Section 2.1 and any cash payable in lieu of a fractional share of EVI Common Stock, 3.01(c) hereof; and the Certificate so surrendered shall forthwith be canceledcancelled. If In the event of a transfer of ownership of shares of EVI Common Stock are to that is not registered in the transfer records of the Company, payment may be issued made to a Person other than the Person in whose name the surrendering Certificate so surrendered is registeredHolder, it shall be a condition of exchange that if such Certificate shall be is properly endorsed or otherwise in proper form for transfer and that the Person requesting such exchange payment shall pay any transfer or other taxes required by reason of the exchange payment to a Person other than the registered holder of such Certificate Holder or establish to the reasonable satisfaction of the Surviving Corporation that such tax has been paid or is not applicable. Until surrendered as contemplated by this Section 2.2After the Effective Time, each Certificate shall be deemed at any time after the Effective Time of the Merger to represent only the right to receive, upon surrender, as contemplated by this Section 3.02, the Merger Consideration. No interest will be paid, or will accrue, on the Merger Consideration payable upon the surrender of such Certificateany Certificate as contemplated by this Section 3.02. (ii) Notwithstanding the provisions of Section 3.02(b)(i) hereof, the number of with respect to any shares of EVI the Common Stock remaining in escrow pursuant to that certain Acquisition Agreement, dated May 23, 1997, by and cashbetween the Company, ▇▇▇▇▇▇▇ Distributing, Inc. and New Image Laboratories, Inc. (“New Image”), Parent shall set aside the Merger Consideration payable in respect thereof. If it shall be determined by a final, non-appealable order of a court of competent jurisdiction or mutual agreement that New Image is entitled to all or any portion of such Common Stock, Parent shall, upon surrender of the appropriate Certificate(s) in accordance with the terms of this Section 3.02, pay the Merger Consideration in respect thereof. Alternatively, if anyit shall be determined by a final, in lieu non-appealable order of a fractional share court of EVI competent jurisdiction or mutual agreement that New Image is not entitled to such Common Stock into which the Company Shares theretofore represented by such Certificate Stock, Parent shall have been converted pursuant to Section 2.1. The Exchange Agent shall not be entitled to vote or exercise any rights of ownership with the Merger Consideration in respect to the EVI Common Stock held by it from time to time hereunder, except that it shall receive and hold all dividends or other distributions paid or distributed with respect thereto for the account of Persons entitled theretothereof.

Exchange Procedure. As soon as reasonably practicable after the Effective Time of the MergerTime, Parent shall instruct the Exchange Agent shall to mail to each holder of record of a certificate or certificates that which immediately prior to the Effective Time represented outstanding shares of the Merger represented outstanding Company Shares Common Stock (for convenience of reference, the certificates of the Company Common Stock are referred to as the "Certificates"), other than the Company, EVI and any wholly owned subsidiary of the Company or EVI, (i) a letter of transmittal (which shall be in customary form and shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Exchange Agent and shall be in a form and have such other provisions as EVI may reasonably specifyAgent) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the certificates representing the EVI Common Stock and any cash in lieu shares of a fractional share of EVI Parent Common Stock. Upon surrender of a Certificate for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by the Surviving CorporationAgent, together with such letter of transmittal, duly executed, and such other documents as may reasonably be required by the Exchange Agent, and the holder of such Certificate shall be entitled to receive in exchange therefor a certificate or certificates representing the evidencing that number of whole shares of EVI Parent Common Stock into which such holder has the right to receive in respect of the shares of the Company Shares theretofore represented Common Stock formerly evidenced by such Certificate shall have been converted (after taking into account the provisions of this Agreement and all shares of the Company Common Stock then held of record by such holder), cash in lieu of fractional shares of Parent Common Stock to which such holder is entitled pursuant to Section 2.1 2.2(e) and any cash payable in lieu of a fractional share of EVI Common Stockdividends or other distributions to which such holder is entitled pursuant to Section 2.2(c), and the Certificate so surrendered shall forthwith be canceledcancelled. If In the event of a transfer of ownership of the Company Common Stock which is not registered in the transfer records of the Company, a certificate representing the proper number of shares of EVI Parent Common Stock are to may be issued to a Person person other than the Person person in whose name the Certificate so surrendered is registered, it shall be a condition of exchange that if such Certificate Certificate, accompanied by all documents required to evidence and effect such transfer, shall be properly endorsed with signature guarantee or otherwise be in proper form for transfer and that the Person person requesting such exchange payment shall pay any transfer or other taxes required by reason of the exchange issuance of shares of Parent Common Stock to a Person person other than the registered holder of such Certificate or establish to the reasonable satisfaction of the Surviving Corporation Parent that such tax has been paid or is not applicable. Until surrendered as contemplated by this Section 2.2, each Certificate shall be deemed at any time after the Effective Time of the Merger to represent only the right to receive, receive upon such surrender of such Certificate, the number of certificate evidencing whole shares of EVI Parent Common Stock and cashStock, if any, cash in lieu of a any fractional share shares of EVI Parent Common Stock into to which the Company Shares theretofore represented by such Certificate shall have been converted holder is entitled pursuant to Section 2.1. The Exchange Agent shall not be entitled to vote or exercise Section 2.2(e) and any rights of ownership with respect to the EVI Common Stock held by it from time to time hereunder, except that it shall receive and hold all dividends or other distributions to which such holder is entitled pursuant to Section 2.2(c). No interest will be paid or distributed with respect thereto for the account of Persons entitled theretowill accrue on any cash payable pursuant to Section 2.2(c) or 2.2(e).

Exchange Procedure. To exchange a Security, a Holder must satisfy the requirements in paragraph 8 of the Securities. The date on which the Holder satisfies all those requirements is the exchange date (the "Exchange Date"). As soon as practicable after the Effective Time of Exchange Date but in any event no later than the Mergerseventh Business Day following the Exchange Date, the Parent shall deliver to the Holder, through the Exchange Agent shall mail to each holder of record of Agent, a certificate or certificates that immediately prior to the Effective Time of the Merger represented outstanding Company Shares (the "Certificates"), other than the Company, EVI and any wholly owned subsidiary of the Company or EVI, (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Agent and shall be in a form and have such other provisions as EVI may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the certificates representing the EVI number of full shares of Common Stock issuable upon the exchange and any cash in lieu of a any fractional share determined pursuant to Section 7.03. The Parent shall determine such full number of EVI Common Stock. Upon surrender shares and the amounts of a the required cash with respect to any fractional share, and shall set forth such information in an Officer's Certificate for cancellation delivered to the Exchange Agent. The Exchange Agent or to such other agent or agents as may be appointed by the Surviving Corporation, together with such letter of transmittal, duly executed, and such other documents as may reasonably be required by the Exchange Agent, the holder of such Certificate shall be entitled to receive in exchange therefor a certificate or certificates representing the number of whole shares of EVI Common Stock into which the Company Shares theretofore represented by such Certificate shall have been converted pursuant to Section 2.1 no duties under this paragraph unless and any cash payable in lieu of a fractional share of EVI Common Stock, and the Certificate so surrendered shall forthwith be canceleduntil it has received such certificate. If the shares of EVI Common Stock are to be issued to a Person other than the Person The person in whose name the Certificate so surrendered certificate is registered, it registered shall be treated as a condition stockholder of exchange record on and after the Exchange Date; provided, however, that such Certificate no surrender of a Security on any date when the stock transfer books of the Parent shall be properly endorsed or otherwise in proper form for transfer and that closed shall be effective to constitute the Person requesting or Persons entitled to receive the shares of Common Stock upon such exchange as the record holder or holders of such shares of Common Stock on such date, but such surrender shall be effective to constitute the Person or Persons entitled to receive such shares of Common Stock as the record holder or holders thereof for all purposes at the close of business on the next succeeding day on which such stock transfer books are open; such exchange shall pay any be at the Exchange Rate in effect on the date that such Security shall have been surrendered for exchange, as if the stock transfer books of the Parent had not been closed. Upon exchange of a Security, such Person shall no longer be a Holder of such Security. Holders may surrender a Security for exchange by means of a book-entry delivery in accordance with paragraph 8 of the Security and the regulations of the applicable book-entry facility. No payment or adjustment will be made for dividends on, or other taxes required by reason distributions with respect to, any Common Stock except as provided in this Article 7. On exchange of a Security, that portion of accrued Original Issue Discount or cash interest attributable to the period from the Issue Date of the exchange to a Person other than Security through the registered holder of such Certificate or establish Exchange Date with respect to the reasonable satisfaction of the Surviving Corporation that such tax has been paid exchanged Security shall not be cancelled, extinguished or is not applicable. Until surrendered as contemplated by this Section 2.2forfeited, each Certificate but rather shall be deemed at any time after to be acquired by the Effective Time Parent from the Holder thereof through delivery of the Merger to represent only the right to receive, upon surrender of such Certificate, the number of shares of EVI Common Stock and cash(together with the cash payment, if any, in lieu of a fractional share shares) in exchange for the Security being exchanged pursuant to the provisions hereof; and the fair market value of EVI such shares of Common Stock into which (together with any such cash payment in lieu of fractional shares) shall be treated as issued, to the Company Shares theretofore represented by extent thereof, first in exchange for the greater of Original Issue Discount or cash interest through the Exchange Date, and the balance, if any, of such Certificate fair market value of such Common Stock (and any such cash payment) shall have been converted be treated as issued in exchange for the Issue Price of the Security being exchanged pursuant to Section 2.1the provisions hereof. The Exchange Agent shall not Notwithstanding the foregoing, accrued cash interest will be entitled to vote payable upon exchange of Securities made concurrently with or exercise any rights after acceleration of ownership with respect to Securities following an Event of Default. If a Holder exchanges more than one Security at the EVI same time, the number of shares of Common Stock held by it from time to time hereunder, except that it issuable upon the exchange shall receive and hold all dividends or other distributions paid or distributed with respect thereto for be based on the account total Principal Amount at Maturity of Persons entitled theretothe Securities exchanged.

Exchange Procedure. As soon Section 3.1 Exchange of Shares of PKLB Common, Class A Preferred and Class B Preferred. (a) Prior to the Effective Time, MergerCo shall appoint a bank or trust company reasonably acceptable to the Company to act as practicable exchange agent (the "Exchange Agent"). At or prior to the Effective Time, MergerCo shall deposit, or MergerCo shall otherwise take all steps necessary to cause to be deposited, with the Exchange Agent in an account (the "Exchange Fund") the aggregate Merger Consideration to which holders of shares of PKLB Common, Class A Preferred and Class B Preferred shall be entitled at the Effective Time pursuant to Sections 2.2(a), 2.3(a) and 2.4(a). (b) Promptly after the Effective Time of the MergerTime, MergerCo shall cause the Exchange Agent shall to mail to to: (i) each record holder of record of a certificate or certificates that immediately prior to the Effective Time represented shares of PKLB Common (the Merger "Common Certificates"), (ii) each record holder of certificates that immediately prior to the Effective Time represented outstanding Company Shares shares of Class A Preferred (the "Class A Certificates"), and (iii) each record holder of certificates that immediately prior to the Effective Time represented shares of Class B Preferred (the "Class B Certificates", and, collectively with the Common Certificates and the Class A Certificates, the "Certificates"), other than the Company, EVI and any wholly owned subsidiary a form of the Company or EVI, (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Exchange Agent and shall be in a form and have such other provisions as EVI may reasonably specifyAgent. (c) and (ii) instructions for use in effecting To the surrender of the extent that Common Certificates in exchange for the certificates representing the EVI Common Stock and are delivered by any cash in lieu of a fractional share of EVI Common Stock. Upon surrender of a Certificate for cancellation Shareholder to the Exchange Agent or to such other agent or agents as may be appointed by the Surviving Corporation, together with such letter of transmittal, duly executed, and such other documents as may reasonably be required by the Exchange Agent, duly endorsed, the Exchange Agent shall promptly, and in no event later than five (5) business days, deliver to any such holder certificates registered in the name of the holder of such Certificate shall be entitled to receive in exchange therefor a certificate or certificates representing the number of whole shares of EVI Parent Common Stock into to which the Company Shares theretofore represented by Common Certificates entitle him or her under the terms of this Agreement. Upon such delivery such Common Certificate shall have been converted pursuant to Section 2.1 and any cash payable in lieu of a fractional share of EVI Common Stock, and the Certificate so surrendered shall forthwith be canceled. (d) To the extent that Class A Certificates are delivered by any Shareholder to the Exchange Agent, duly endorsed, the Exchange Agent shall promptly, and in no event later than five (5) business days, deliver to any such holder the Note registered in the name of such holder in the amount to which the Class A Certificates entitle such holder under this Agreement. Upon such delivery such Class A Certificate shall forthwith be canceled. (e) To the extent that Class B Certificates are delivered by any Shareholder to the Exchange Agent, duly endorsed, the Exchange Agent shall promptly, and in no event later than five (5) business days, deliver to any such holder the Class B Consideration to which the Class B Certificates entitle him or her under the terms of this Agreement. Upon such delivery such Class B Certificate shall forthwith be canceled. (f) From and after the Effective Time until surrendered in accordance with paragraphs (c), (d) and (e) above, each Certificate shall represent solely the right to receive the Merger Consideration relating thereto. Except for interest paid or accured on the Notes pursuant to the terms thereof, no interest or dividends shall be paid or accrued on the Merger Consideration. If the shares of EVI Common Stock are Merger Consideration (or any portion thereof) is to be issued delivered to a Person any person other than the Person person in whose name the Certificate so surrendered therefor is registered, it shall be a condition of exchange to the right to receive such Merger Consideration that such the Certificate shall so surrendered be properly endorsed or otherwise be in proper form for transfer and that the Person requesting person surrendering such exchange Certificate shall pay to the Exchange Agent any transfer or other taxes required by reason of the exchange payment of the Merger Consideration to a Person person other than the registered holder of such the Certificate surrendered, or shall establish to the reasonable satisfaction of the Surviving Corporation Exchange Agent that such tax has been paid or is not applicable. Until surrendered as contemplated by this Section 2.2, each Certificate shall be deemed at any time . (g) Promptly following the date which is 180 days after the Effective Time Time, the Exchange Agent shall deliver to the Surviving Corporation all cash, certificates representing Parent Common, Notes, Class B Consideration, surrendered Certificates and other documents in its possession relating to the Transactions, and the Exchange Agent's duties shall terminate. Thereafter, each holder of any Certificate may surrender such Certificate to the Surviving Corporation and (subject to applicable abandoned property, escheat and similar laws) receive in consideration therefor the Merger Consideration relating thereto without any interest or dividends thereon. (h) After the Effective Time, there shall be no transfers on the stock transfer books of the Surviving Corporation of any shares of PKLB Common, Class A Preferred or Class B Preferred which were outstanding immediately prior to the Effective Time. If, after the Effective Time, Certificates formerly representing shares of PKLB Common, Class A Preferred or Class B Preferred are presented to the Surviving Corporation or the Exchange Agent, they shall be surrendered and canceled in return for the payment of the Merger Consideration relating thereto, as provided in this Article III. (i) None of MergerCo, the Company or the Exchange Agent shall be liable to represent only any person in respect of any cash from the right Exchange Fund delivered to receivea public official in good faith pursuant to any applicable abandoned property, escheat or similar law. (j) If any Certificate shall have been lost, stolen or destroyed, upon surrender the making of an affidavit of that fact by the person claiming such Certificate to be lost, stolen or destroyed and, if required by the Surviving Corporation, the provision of reasonable and customary indemnity against any claim that may be made against it with respect to such Certificate, the number of shares of EVI Common Stock and cash, if any, in lieu of a fractional share of EVI Common Stock into which the Company Shares theretofore represented by such Certificate shall have been converted pursuant to Section 2.1. The Exchange Agent shall not issue in exchange for such lost, stolen or destroyed Certificate the Merger Consideration payable to such person pursuant to this Agreement. (k) No certificates or scrip representing fractional shares of Parent Common shall be issued in the Merger and no holder of any such fractional share interest shall be entitled to vote or exercise vote, to receive any rights of ownership with respect to the EVI Common Stock held by it from time to time hereunder, except that it shall receive and hold all dividends or other distributions paid or distributed declared on Parent Common, or to exercise any other rights as a shareholder of Parent with respect thereto to such fractional share interest. Each holder of PKLB Common or Class B Preferred who would otherwise be entitled to receive a fractional share of Parent Common in exchange for such holders' PKLB Common or Class B Preferred in the Merger shall be entitled, upon surrender of Certificates representing PKLB Common or Class B Preferred in accordance with this Section 3.1, to receive in lieu of ----------- such fractional share an amount in cash equal to the amount of such fraction multiplied by the average of the closing prices for Parent Common as reported by Nasdaq for the account ten (10) trading days ending on the last trading day immediately prior to the Effective Time. (l) The Surviving Corporation shall be entitled to deduct and withhold from the Merger Consideration otherwise payable pursuant to this Agreement to any holder of Persons entitled theretoshares of PKLB Common, Class A Preferred, or Class B Preferred such amounts as the Surviving Corporation is required to deduct and withhold with respect to the making of such payment under the Internal Revenue Code of 1986, as amended (the "Code"), or any provision of state, local or foreign tax law. To the extent that amounts are so withheld by the Surviving Corporation, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the holder of the shares of PKLB Common, Class A Preferred, or Class B Preferred with respect to which such deduction and withholding was made by the Surviving Corporation.

Exchange Procedure. As soon as reasonably practicable after the Effective Time of the MergerTime, ▇▇▇▇-▇▇▇▇ shall use commercially reasonable efforts to cause the Exchange Agent shall to mail to each holder of record of a certificate Certificate or certificates that Certificates which immediately prior to the Effective Time of represented outstanding ▇▇▇▇▇▇▇▇ Common Shares and ▇▇▇▇▇▇▇▇ Series A Preferred Shares whose shares were converted pursuant to Section 1.12 into the right to receive the Merger represented outstanding Company Shares (the "Certificates"), other than the Company, EVI and any wholly owned subsidiary of the Company or EVI, Consideration (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Agent and shall be in a form and have such other provisions as EVI ▇▇▇▇-▇▇▇▇ may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the certificates representing the EVI Common Stock and any cash in lieu of a fractional share of EVI Common StockMerger Consideration. Upon surrender of a Certificate for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by the Surviving Corporation▇▇▇▇-▇▇▇▇, together with such letter of transmittal, duly executed, and such other documents as may reasonably be required by the Exchange Agent, the holder of such Certificate shall be entitled to receive in exchange therefor a certificate or certificates representing the number of whole shares of EVI Common Stock Merger Consideration into which the Company ▇▇▇▇▇▇▇▇ Common Shares or ▇▇▇▇▇▇▇▇ Series A Preferred Shares, as applicable, theretofore represented by such Certificate shall have been converted pursuant to Section 2.1 1.12, together with any dividends or other distributions to which such holder is entitled pursuant to Section 1.16(d), and any cash cash, if any, payable in lieu of a fractional share shares pursuant to Section 1.16(g), to be mailed within five business days of EVI Common Stockreceipt thereof, and the Certificate so surrendered shall forthwith be canceled. If In the shares event of EVI a transfer of ownership of ▇▇▇▇▇▇▇▇ Common Stock are to Shares or ▇▇▇▇▇▇▇▇ Series A Preferred Shares which is not registered in the transfer records of ▇▇▇▇▇▇▇▇, payment may be issued made to a Person person other than the Person person in whose name the Certificate so surrendered is registered, it shall be a condition of exchange that registered if such Certificate shall be properly endorsed or otherwise be in proper form for transfer and that the Person person requesting such exchange payment either shall pay any transfer or other taxes required by reason of the exchange such payment being made to a Person person other than the registered holder of such Certificate or establish to the reasonable satisfaction of the Surviving Corporation ▇▇▇▇-▇▇▇▇ that such tax has or taxes have been paid or is are not applicable. Until surrendered as contemplated by this Section 2.21.16, each Certificate shall be deemed at any time after the Effective Time of the Merger to represent only the right to receivereceive upon such surrender the Merger Consideration, upon surrender of such Certificatewithout interest, the number of shares of EVI Common Stock and cash, if any, in lieu of a fractional share of EVI Common Stock into which the Company ▇▇▇▇▇▇▇▇ Common Shares or ▇▇▇▇▇▇▇▇ Series A Preferred Shares, as applicable, theretofore represented by such Certificate shall have been converted pursuant to Section 2.1. The Exchange Agent shall not be entitled to vote or exercise Section 1.12, and any rights of ownership with respect to the EVI Common Stock held by it from time to time hereunder, except that it shall receive and hold all dividends or other distributions to which such holder is entitled pursuant to Section 1.16(d). No interest will be paid or distributed with respect thereto for will accrue on the account Merger Consideration upon the surrender of Persons entitled theretoany Certificate or on any cash payable pursuant to Section 1.16(d) or Section 1.16(g).

Exchange Procedure. As (i) The Paying Agent shall, at or as soon as practicable after the Effective Time Time, pay and distribute to each holder of a Certificate (other than a holder of a Certificate representing Rollover Shares or Dissent Shares) the portion of the MergerMerger Consideration to which such holder of a Certificate is entitled pursuant to Section 2.01(c)(A) and/or (B) hereof, subject to the Holdback. Parent shall cause the Paying Agent to (1) have a representative present at the Closing, (2) accept delivery of Certificates surrendered with all properly completed transmittal materials at the Closing and (3) make payment therefor at the Closing. The payment and distribution by the Paying Agent of the Merger Consideration shall be effected pursuant to, and in accordance with, the Exchange Agent provisions of this Section 2.02(b). Any payments made pursuant to this Section 2.02 may be made by wire transfer of immediately available funds. (ii) Promptly after the date of this Agreement, Parent shall mail to each holder of record of a certificate or certificates that immediately prior to the Effective Time of the Merger represented representing outstanding Company Shares Capital Stock (the "CertificatesCERTIFICATES"), other than whose shares will be converted pursuant to Section 2.01(c)(A) and/or (B) into the Companyright to receive the Merger Consideration, EVI (A) a Letter of Transmittal substantially in the form attached hereto as Exhibit F (the "LETTER OF TRANSMITTAL"), with such changes thereto that may be reasonably agreed to by Parent and any wholly owned subsidiary of the Company or EVI, (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Agent and shall be in a form and have such other provisions as EVI may reasonably specify) and (iiB) instructions for use in effecting the surrender of the Certificates in exchange for payment of the certificates representing the EVI Common Stock and any cash in lieu of a fractional share of EVI Common StockMerger Consideration. Upon surrender by each holder of record of a Certificate that immediately prior to the Effective Time represented outstanding shares of Company Capital Stock whose shares were converted into the right to receive Merger Consideration for cancellation to the Exchange Paying Agent or to such other agent or agents as may be appointed by the Surviving CorporationParent, together with such letter Letter of transmittalTransmittal, duly executed, and such other documents as may reasonably be required by the Exchange Agentpursuant to such instructions, the holder of such Certificate shall be entitled to receive in exchange therefor a certificate cash in an amount set forth in Section 2.01(c)(A) or certificates representing (B), as the number of whole shares of EVI Common Stock into which case may be, subject to the Company Shares theretofore represented by such Certificate shall have been converted pursuant to Section 2.1 and any cash payable in lieu of a fractional share of EVI Common Stock, Holdback and the Certificate so surrendered shall forthwith be canceled. If In the shares event of EVI Common a transfer of ownership of Company Capital Stock are to that is not registered in the transfer records of the Company, payment may be issued made to a Person person other than the Person person in whose name the Certificate so surrendered is registered, it shall be a condition of exchange that if such Certificate shall be properly endorsed or otherwise be in proper form for transfer and that the Person person requesting such exchange payment shall pay any transfer or other taxes required by reason of the exchange payment to a Person person other than the registered holder of such Certificate or establish to the reasonable satisfaction of the Surviving Corporation Parent that such tax has been paid or is not applicable. Until surrendered as contemplated by this Section 2.2, each Certificate No interest shall be deemed at any time after paid or shall accrue on the Effective Time of the Merger to represent only the right to receive, cash payable upon surrender of such any Certificate, the number of . (iii) By tendering its shares of EVI Common Company Capital Stock together with a Letter of Transmittal, duly executed in accordance with this Section and cashby accepting the consideration set forth in Section 2.01, if anyeach Company Shareholder agrees (A) to the adjustments to Merger Consideration set forth in Section 2.01(d), (B) to the indemnification obligation of the Company Shareholders set forth in lieu Section 2.01(e), and (C) to the appointment of a fractional share the Representative as representative of EVI Common Stock into the Company Shareholder in accordance with the terms of Article VIII and the Letter of Transmittal and any other instrument pursuant to which the Company Shares theretofore represented by such Certificate Representative shall have been converted pursuant to Section 2.1. The Exchange Agent shall not be entitled to vote or exercise any rights of ownership with respect to the EVI Common Stock held by it from time to time hereunder, except that it shall receive and hold all dividends or other distributions paid or distributed with respect thereto for the account of Persons entitled theretoact.

Exchange Procedure. As soon Subject to the conditions of this Agreement, certificates representing the shares of ESP Common Stock issued pursuant to this Agreement (the “ESP Certificates”) shall be issued to the stockholders of ARI Common Stock upon the surrender by those stockholders of the certificates representing all of the outstanding shares of ARI Common Stock (the “ARI Certificates”) as practicable provided for herein or otherwise agreed by the parties hereto. Promptly after the Effective Time of the MergerTime, and in no event more than three (3) business days thereafter, ESP shall cause the Exchange Agent shall to mail to each holder stockholder of record of a certificate or certificates that immediately prior to shares of ARI Common Stock (as of the Effective Time of the Merger represented outstanding Company Shares (the "Certificates"), other than the Company, EVI and any wholly owned subsidiary of the Company or EVI, Time) (i) a letter of transmittal in customary form (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates respective ARI Certificate(s) shall pass, only upon delivery of the Certificates respective ARI Certificate(s) by such stockholder to the Exchange Agent and shall be in a form and have contain such other customary provisions as EVI ESP may reasonably specify) ), and (ii) instructions for use in effecting the surrender of the Certificates respective ARI Certificate(s) in exchange for the certificates representing the EVI respective shares of ESP Common Stock to which such stockholder of such ARI Certificate(s) is entitled as a result of the Merger (and any cash in lieu of a fractional share of EVI Common Stockdividends or other distributions pursuant to Subsection 1.5(d) hereof). Upon surrender of a Certificate the ARI Certificates for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by the Surviving CorporationESP, together with such letter of transmittal, duly executed, completed and such other documents as may reasonably be required by validly executed in accordance with the Exchange Agentinstructions thereto, the holder holders of such Certificate ARI Certificates shall be entitled to receive in exchange therefor a certificate or certificates such ESP Certificates representing the number of whole shares of EVI Common Stock into which the Company Shares theretofore represented by such Certificate shall have been converted pursuant to Section 2.1 and any cash payable in lieu of a fractional share of EVI ESP Common Stock, for which their shares of ARI Common Stock are exchangeable at the Effective Time and any dividends or distributions payable pursuant to Subsection 1.5(d) of this Agreement, and the Certificate ARI Certificates so surrendered shall forthwith be canceled. If the shares of EVI Common Stock are to Until so surrendered, outstanding ARI Certificates will be issued to a Person other than the Person in whose name the Certificate so surrendered is registereddeemed, it shall be a condition of exchange that such Certificate shall be properly endorsed or otherwise in proper form for transfer from and that the Person requesting such exchange shall pay any transfer or other taxes required by reason of the exchange to a Person other than the registered holder of such Certificate or establish to the reasonable satisfaction of the Surviving Corporation that such tax has been paid or is not applicable. Until surrendered as contemplated by this Section 2.2, each Certificate shall be deemed at any time after the Effective Time of the Merger Time, to represent evidence only the right to receive, upon surrender of such Certificate, receive the number of applicable shares of EVI ESP Common Stock and cash, if any, in lieu of a fractional share of EVI Common Stock into which the Company Shares theretofore represented by such Certificate shall have been converted issuable pursuant to Section 2.1. The Exchange Agent shall not be entitled to vote or exercise any rights of ownership with respect to the EVI Common Stock held by it from time to time hereunder, except that it shall receive and hold all dividends or other distributions paid or distributed with respect thereto for the account of Persons entitled theretoSubsection 1.5(a).

Exchange Procedure. As soon as practicable after Section 1.7.1. Upon the latest to occur of the Effective Time and the completion of the Mergerallocation procedure set forth in Section 1.4 hereof, the Exchange Agent BMO shall mail to each holder of record of a certificate or certificates that immediately prior to the Effective Time of the Merger represented outstanding Company Shares (the "Certificates"), other than the Company, EVI issue and any wholly owned subsidiary of the Company or EVI, (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates pay to the Exchange Agent and shall be in a form and have such other provisions as EVI may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the certificates representing the EVI Common Stock and any cash in lieu of a fractional share of EVI Common Stock. Upon surrender of a Certificate for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by the Surviving Corporation, together with such letter of transmittal, duly executed, and such other documents as may reasonably be required by the Exchange Agent, the holder of such Certificate shall be entitled to receive in exchange therefor a certificate or certificates representing the number of whole shares of EVI Common Stock into which the Company Shares theretofore represented by such Certificate shall have been converted pursuant to Section 2.1 and any cash payable in lieu of a fractional share of EVI Common Stock, and the Certificate so surrendered shall forthwith be canceled. If the shares of EVI Common Stock are to be issued to a Person other than the Person in whose name the Certificate so surrendered is registered, it shall be a condition of exchange that such Certificate shall be properly endorsed or otherwise in proper form for transfer and that the Person requesting such exchange shall pay any transfer or other taxes required by reason of the exchange to a Person other than the registered holder of such Certificate or establish to the reasonable satisfaction of the Surviving Corporation that such tax has been paid or is not applicable. Until surrendered as contemplated by this Section 2.2, each Certificate shall be deemed at any time after the Effective Time of the Merger to represent only the right to receive, upon surrender of such Certificate, the number of shares of EVI Common Stock BMO Shares issuable pursuant to the Merger and cash, if any, in lieu the amount of a fractional share of EVI Common Stock into which cash payable pursuant to the Merger. The Exchange Agent shall not issue or pay BMO Shares or cash payable with respect to the Company Common Shares theretofore represented by such Certificate shall to any shareholder of the Company unless and until share certificates and required transmittal materials pursuant to this Article I have been converted pursuant to Section 2.1received from such shareholder in proper form by the Exchange Agent. The Exchange Agent shall not be entitled to vote or exercise any rights of ownership with respect to the EVI Common Stock BMO Shares held by it from time to time hereunder, except that it shall receive and hold all dividends or other distributions paid or distributed with respect thereto to such shares for the account of Persons the persons entitled thereto. Section 1.7.2. As soon as reasonably practicable after the Effective Time, the Exchange Agent shall mail to each holder of record of a certificate or certificates which immediately prior to the Effective Time represented shares of Company Common Shares, a certificate or certificates representing the number of whole shares of BMO Shares, if any, and/or a check representing the amount of cash, if any, into which the Company Common Shares held by such holder were converted to pursuant to the terms of this Article I. In addition, certificates surrendered for exchange by any person constituting an "affiliate" of the Company for purposes of Rule 144(c) under the Securities Act of 1933, as amended (the "Securities Act"), shall not be exchanged for certificates representing whole shares of BMO Shares until BMO has received a written agreement from such person as provided in Section 4.12 hereof. If any certificate for shares of BMO Shares, or any check representing cash and/or declared but unpaid dividends, is to be issued in a name other than that in which a certificate surrendered for exchange is issued, the certificate so surrendered shall be properly endorsed and otherwise in proper form for transfer and the person requesting such exchange shall affix any requisite stock transfer tax stamps to the certificate surrendered or provide funds for their purchase or establish to the satisfaction of the Exchange Agent that such taxes are not payable. Section 1.7.3. All BMO Shares issued and cash paid upon the surrender for exchange of certificates for Company Common Shares in accordance with the terms of this Article I shall be deemed to have been issued and paid in full satisfaction of all rights pertaining to the Company Common Shares (including, without limitation, the Company Rights) theretofore represented by such certificates, subject, however, to the Surviving Corporation's obligation to pay any dividends or make any other distributions, otherwise permitted under this Agreement, with a record date prior to the Effective Time which may have been declared or made by the Company on such Company Common Shares which remain unpaid at the Effective Time. If, after the Effective Time, certificates representing Company Common Shares are presented to the Surviving Corporation or the Exchange Agent for any reason, they shall be canceled and exchanged as provided in this Article I, except as otherwise provided by law.

Exchange Procedure. A. As soon as reasonably practicable after following the Effective Time Time, and subject to proper elections having been made, the President of the Merger, the Exchange Agent Surviving Company shall mail to each holder of record of a an outstanding certificate or certificates which prior thereto represented shares of Series A Preferred Stock or Series B Preferred Stock that immediately prior did not submit such certificate or certificates to the Effective Time President of the Merger represented outstanding Company Shares (the "Certificates"), other than the Company, EVI and any wholly owned subsidiary Surviving Corporation with such holder's Form of the Company or EVI, Election (i) a letter of transmittal (which shall specify specify, as shall the Form of Election, that delivery shall be effected, and risk of loss and title to the Certificates such certificate shall pass, only upon delivery of the Certificates such certificates to the Exchange Agent and shall be in a form and have such other provisions as EVI may reasonably specify) President of the Surviving Corporation), and (ii) instructions for use in effecting the surrender of the Certificates in exchange certificates for the certificates representing the EVI Common Stock and any cash in lieu of a fractional share of EVI Common StockMerger Consideration. Upon surrender of a Certificate for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by the Surviving Corporation, together with such letter of transmittal, duly executed, and such other documents as may reasonably be required by the Exchange Agent, the The holder of such Certificate certificates shall after the Effective Time, subject to proper surrender to the President of the Surviving Corporation of such certificates for cancellation, be entitled only to receive in exchange therefor a certificate or certificates representing the number of whole shares of EVI Common Stock common stock of the Surviving Corporation, if any, and/or the amount of cash, if any, into which the Company Shares theretofore aggregate number of shares of Series A Preferred Stock or Series B Preferred Stock, as applicable, previously represented by such Certificate certificate or certificates surrendered shall have been converted pursuant to Section 2.1 this Agreement. The Exchange Agent shall accept such certificates upon compliance with such reasonable terms and any conditions as the President of the Surviving Corporation may impose to effect an orderly exchange thereof. After the Effective Date, there shall be no further transfer on the records of HSE or its transfer agent of certificates representing shares of HSE Series A Preferred Stock or Series B Preferred Stock and if such certificates are presented to the Surviving Corporation for transfer, they shall be cancelled against delivery of certificates for Surviving Corporation common stock or cash payable in lieu of a fractional share of EVI Common Stock, and the Certificate so surrendered shall forthwith be canceledas hereinabove provided. If the shares of EVI Common Stock are any certificate for such Surviving Corporation common stock is to be issued in, or if cash is to be remitted to, a Person name other than that in which the Person in whose name the Certificate so certificate for Series A Preferred Stock or Series B Preferred Stock surrendered for exchange is registered, it shall be a condition of such exchange that such Certificate the certificate so surrendered shall be properly endorsed or otherwise in proper form for transfer and that the Person requesting such exchange shall pay any transfer or other taxes required by reason of the exchange to a Person other than the registered holder of such Certificate or establish to the reasonable satisfaction of the Surviving Corporation that such tax has been paid or is not applicabletransfer. Until surrendered as contemplated by this Section 2.29, each Certificate certificate for shares of Series A Preferred Stock or Series B Preferred Stock shall be deemed at any time after the Effective Time of the Merger to represent only the right to receive, receive upon such surrender the Merger Consideration. No interest will be paid or will accrue on any cash payable as Merger Consideration. B. No dividends or other distributions with respect to Surviving Corporation common stock with a record date after the Effective Time shall be paid to the holder of any unsurrendered certificate for shares of Series A Preferred Stock or Series B Preferred Stock with respect to the shares of Surviving Corporation common stock represented thereby until the surrender of such Certificatecertificate in accordance with this Agreement. Subject to the effect of applicable laws, following surrender of any such certificate, there shall be paid to the holder of the certificate representing shares of Surviving Corporation common stock issued in exchange therefor, without interest, (i) at the time of such surrender the amount of dividends or other distributions with a record date after the Effective Time theretofore paid with respect to such shares of Surviving Corporation common stock, and (ii) at the appropriate payment date, the number amount of dividends or other distributions with a record date after the Effective Time but prior to such surrender and a payment date subsequent to such surrender payable with respect to such shares of EVI Common Surviving Corporation common stock. C. All shares of Surviving Corporation common stock issued and cash paid upon the surrender for exchange of certificates representing shares of Series A Preferred Stock or Series B Preferred Stock in accordance with the terms of this Agreement shall be deemed to have been issued (and cash, if any, paid) in lieu full satisfaction of a fractional share all rights pertaining to the shares of EVI Common Series A Preferred Stock into which the Company Shares or Series B Preferred Stock theretofore represented by such Certificate shall have been converted pursuant to Section 2.1. The Exchange Agent shall not be entitled to vote or exercise any rights of ownership with respect to the EVI Common Stock held by it from time to time hereunder, except that it shall receive and hold all dividends or other distributions paid or distributed with respect thereto for the account of Persons entitled theretocertificates.

Exchange Procedure. As soon as reasonably practicable after the Effective Time of the MergerTime, the Exchange Surviving Corporation shall cause the Paying Agent shall to mail to each holder of record of a certificate or certificates that which immediately prior to the Effective Time of the Merger represented outstanding shares of Company Shares Common Stock (the "CertificatesCERTIFICATES"), other than ) whose shares were converted into the Company, EVI and any wholly owned subsidiary of right to receive the Company or EVIMerger Consideration pursuant to Section 2.1, (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Paying Agent and shall be in a such form and have such other provisions as EVI Parent may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the certificates representing the EVI Common Stock and any cash in lieu of a fractional share of EVI Common StockMerger Consideration. Upon surrender of a Certificate for cancellation to the Exchange Paying Agent or to such other agent or agents as may be appointed by the Surviving CorporationParent, together with such letter of transmittal, duly executed, and such other documents as may reasonably be required by the Exchange Agentpursuant to such instructions, the holder of such Certificate shall be entitled to receive in exchange therefor a certificate or certificates representing the number amount of whole shares of EVI Common Stock cash into which the shares of Company Shares Common Stock theretofore represented by such Certificate shall have been converted pursuant to Section 2.1 and any cash payable in lieu of a fractional share of EVI Common Stock2.1, and the Certificate so surrendered shall forthwith be canceledcancelled. If In the shares event of EVI a transfer of ownership of Company Common Stock are to which is not registered in the transfer records of the Company, payment may be issued made to a Person person other than the Person person in whose name the Certificate so surrendered is registered, it shall be a condition of exchange that registered if such Certificate shall be properly endorsed or otherwise be in proper form for transfer and that the Person person requesting such exchange payment shall pay any transfer or other taxes required by reason of the exchange payment to a Person person other than the registered holder of such Certificate or establish to the reasonable satisfaction of the Surviving Corporation Parent that such tax has been paid or is not applicable. Until surrendered as contemplated by this Section 2.22.3, each Certificate shall be deemed at any time after the Effective Time of the Merger to represent only the right to receivereceive upon such surrender the Merger Consideration, upon surrender of such Certificatewithout interest, the number of shares of EVI Common Stock and cash, if any, in lieu of a fractional share of EVI Common Stock into which the shares of Company Shares Common Stock theretofore represented by such Certificate shall have been converted pursuant to Section Section 2.1. The Exchange Agent shall not No interest will be entitled to vote or exercise any rights of ownership with respect to the EVI Common Stock held by it from time to time hereunder, except that it shall receive and hold all dividends or other distributions paid or distributed with respect thereto for will accrue on the account cash payable upon the surrender of Persons entitled theretoany Certificate.

Exchange Procedure. As soon as reasonably practicable after the Effective Time of (but in no event later than three business days after the MergerEffective Time), the Exchange Surviving Corporation or Parent shall cause the Paying Agent shall to mail to each holder of record of a certificate or certificates that immediately prior to the Effective Time represented outstanding shares of Company Common Stock (the “Certificates”) which were converted into the right to receive the Merger represented outstanding Company Shares (the "Certificates"), other than the Company, EVI and any wholly owned subsidiary of the Company or EVI, Consideration pursuant to Section 2.07 (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Agent Paying Agent, and shall be in a such form and have such other provisions as EVI may are customary and reasonably specifyacceptable to the Company and Parent) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the certificates representing the EVI Common Stock and any cash in lieu of a fractional share of EVI Common StockMerger Consideration. Upon surrender of a Certificate for cancellation to the Exchange Paying Agent or to such other agent or agents as may be appointed by the Surviving Corporationfor cancelation, together with such letter of transmittal, duly 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 a certificate or certificates representing the number amount of whole shares of EVI Common Stock cash into which the shares of Company Shares Common Stock theretofore represented by such Certificate shall have been converted pursuant to Section 2.1 and any cash payable in lieu of a fractional share of EVI Common Stock2.07, and the Certificate so surrendered shall forthwith be canceled. If In the shares event of EVI a transfer of ownership of Company Common Stock are to that is not registered in the transfer records of the Company, payment may be issued made to a Person other than the Person in whose name the Certificate so surrendered is registered, it shall be a condition of exchange that if such Certificate shall be properly endorsed or otherwise be in proper form for transfer and that the Person requesting such exchange payment shall pay any transfer or other taxes Taxes required by reason of the exchange payment to a Person other than the registered holder of such Certificate or establish to the reasonable satisfaction of the Surviving Corporation Parent that such tax Tax has been paid or is not applicable. Until surrendered as contemplated by this Section 2.22.08, each Certificate shall be deemed at any time after the Effective Time of the Merger to represent only the right to receive, receive upon such surrender the amount of such Certificate, the number of shares of EVI Common Stock and cash, if anywithout interest, in lieu of a fractional share of EVI Common Stock into which the shares of Company Shares Common Stock theretofore represented by such Certificate shall have been converted pursuant to Section 2.1Section 2.07. The Exchange Agent No interest shall not be entitled to vote or exercise any rights of ownership with respect to the EVI Common Stock held by it from time to time hereunder, except that it shall receive and hold all dividends or other distributions paid or distributed with respect thereto for accrue on the account cash payable upon surrender of Persons entitled theretoany Certificate.

Exchange Procedure. As soon as reasonably practicable ------------------ after the Effective Time of the MergerTime, the Exchange Agent shall mail to each holder of record of a certificate or certificates that which immediately prior to the Effective Time of the Merger represented outstanding shares of Company Shares Common Stock (the "Certificates"), other than ) whose shares were converted into the Company, EVI and any wholly owned subsidiary of right to receive the Company or EVIMerger Consideration pursuant to Section 1.6, (i) a ----------- letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Agent and shall be in a form and have such other provisions as EVI Parent may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the certificates representing the EVI Common Stock and any cash in lieu of a fractional share of EVI Common StockMerger Consideration. Upon surrender of a Certificate for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by the Surviving CorporationParent, together with such letter of transmittal, duly executed, and such other documents as may reasonably be required by the Exchange Agent, the holder of such Certificate shall be entitled to receive in exchange therefor a certificate or certificates representing the number of whole shares of EVI Parent Common Stock into which the shares of Company Shares Common Stock theretofore represented by such Certificate shall have been converted pursuant to Section 2.1 and any cash payable in lieu of a fractional share of EVI Common Stock1.6, ----------- and the Certificate so surrendered shall forthwith be canceledcancelled. If In the shares event of EVI a transfer of ownership of Company Common Stock are to which is not registered in the transfer records of the Company, Merger Consideration may be issued distributed to a Person person other than the Person person in whose name the Certificate so surrendered is registered, it shall be a condition of exchange that if such Certificate shall be properly endorsed or otherwise be in proper form for transfer and that the Person person requesting such exchange payment shall pay any transfer or other taxes required by reason of the exchange payment to a Person person other than the registered holder of such Certificate or establish to the reasonable satisfaction of the Surviving Corporation that such tax has been paid or is not applicable. Until surrendered as contemplated by this Section 2.21.8, each Certificate shall be deemed at any time after the ----------- Effective Time of the Merger to represent only the right to receive, receive upon such surrender of such Certificate, the number of shares of EVI Common Stock and cash, if any, in lieu of a fractional share of EVI Parent Common Stock into which the shares of Company Shares Common Stock theretofore represented by such Certificate shall have been converted pursuant to Section 2.1Section 1.6. The Exchange Agent shall not be entitled to vote or exercise any rights of ownership with respect to the EVI Common Stock held by it from time to time hereunder, except that it shall receive and hold all dividends or other distributions paid or distributed with respect thereto for the account of Persons entitled thereto.-----------

Exchange Procedure. As soon as practicable Equity Office shall use commercially reasonable efforts to cause the Exchange Agent, no later than the fifth business day after the Effective Time of the MergerClosing Date, the Exchange Agent shall to mail to each holder of record of a certificate Certificate or certificates that Certificates which immediately prior to the Effective Time represented outstanding shares of ▇▇▇▇▇▇▇ Common Stock or any series of ▇▇▇▇▇▇▇ Preferred Stock whose shares were converted into the right to receive the Merger represented outstanding Company Shares (the "Certificates"Consideration pursuant to Section 1.10(b), other than the Company, EVI and any wholly owned subsidiary of the Company or EVI, (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Agent and shall be in a form and have such other provisions as EVI Equity Office may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the certificates representing the EVI Common Stock Merger Consideration together with any dividends or distributions to which such holder is entitled pursuant to Section 1.13(d) and any cash cash, if any, payable in lieu of a fractional share of EVI Common Stockshares pursuant to Section 1.13(g). Upon surrender of a Certificate for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by the Surviving CorporationAgent, together with such letter of transmittal, duly executed, and such other documents as may reasonably be required by the Exchange Agent, (i) the holder of such Certificate shall be entitled to receive in exchange therefor a certificate or certificates representing the number of whole shares of EVI Common Stock Merger Consideration into which the Company Shares shares of ▇▇▇▇▇▇▇ Common Stock or a series of ▇▇▇▇▇▇▇ Preferred Stock, as applicable, theretofore represented by such Certificate shall have been converted pursuant to Section 2.1 1.10(b), together with any dividends or other distributions to which such holder is entitled pursuant to Section 1.13(d) and any cash cash, if any, payable in lieu of a fractional share of EVI Common Stockshares pursuant to Section 1.13(g), (ii) Equity Office shall use commercially reasonable efforts to cause the Exchange Agent to mail (or make available for collection by hand if so elected by the surrendering holder) such amount to such holder within five business days after receipt thereof, and (iii) the Certificate so surrendered shall forthwith be canceled. If In the event of a transfer of ownership of shares of EVI ▇▇▇▇▇▇▇ Common Stock are to or any series of ▇▇▇▇▇▇▇ Preferred Stock which is not registered in the transfer records of ▇▇▇▇▇▇▇, payment may be issued made to a Person other than the Person in whose name the Certificate so surrendered is registered, it shall be a condition of exchange that registered if such Certificate shall be properly endorsed or otherwise be in proper form for transfer and that the Person requesting such exchange payment either shall pay any transfer or other taxes required by reason of the exchange such payment being made to a Person other than the registered holder of such Certificate or establish to the reasonable satisfaction of the Surviving Corporation Equity Office that such tax has or taxes have been paid or is are not applicable. Until surrendered as contemplated by this Section 2.21.13, each Certificate shall be deemed at any time after the Effective Time of the Merger to represent only the right to receivereceive upon such surrender the Merger Consideration, upon surrender of such Certificatewithout interest, the number of shares of EVI Common Stock and cash, if any, in lieu of a fractional share of EVI Common Stock into which the Company Shares theretofore shares of ▇▇▇▇▇▇▇ Common Stock or any series of ▇▇▇▇▇▇▇ Preferred Stock heretofore represented by such Certificate shall have been converted pursuant to Section 2.1Section 1.10, and any dividends or other distributions to which such holder is entitled pursuant to Section 1.13(d) and any cash payable in lieu of fractional shares pursuant to Section 1.13(g). The No interest will be paid or will accrue on the Merger Consideration upon the surrender of any Certificate or on any cash payable pursuant to Section 1.13(d) or Section 1.13(g). Equity Office or the Exchange Agent, as applicable, shall be entitled, in its sole and absolute discretion, to deduct and withhold from the cash, Equity Office Common Shares or Equity Office Preferred Shares (as defined herein), or any combination thereof, that otherwise is payable pursuant to this Agreement to any holder of shares of ▇▇▇▇▇▇▇ Common Stock or any series of ▇▇▇▇▇▇▇ Preferred Stock such amounts as Equity Office or the Exchange Agent shall not be entitled is required to vote or exercise any rights of ownership deduct and withhold with respect to the EVI making of such payment under the Code or under any provision of state, local or foreign tax law. For this purpose, any Equity Office Common Shares or Equity Office Preferred Shares deducted and withheld by Equity Office shall be valued at the last trading price of the Equity Office Common Shares or the Equity Office Preferred Shares, as applicable, on the New York Stock Exchange on the Effective Date of the Merger (or in the event that a series of Equity Office Preferred Shares does not trade on the New York Stock Exchange, at the liquidation preference (excluding unpaid dividends) per Equity Office Preferred Share). To the extent that amounts are so withheld by Equity Office or the Exchange Agent, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the holder of the shares of ▇▇▇▇▇▇▇ Common Stock held or a series of ▇▇▇▇▇▇▇ Preferred Stock, as applicable, in respect of which such deduction and withholding was made by it from time to time hereunder, except that it shall receive and hold all dividends Equity Office or other distributions paid or distributed with respect thereto for the account of Persons entitled theretoExchange Agent.

Exchange Procedure. (i) As soon as reasonably practicable after the Effective Time of the MergerTime, the Exchange Paying Agent shall mail to each holder of record of a certificate or certificates that immediately prior to the Effective Time of the Merger represented outstanding Company Shares Certificate Holder (the "Certificates"), other than the Company, EVI and any wholly owned subsidiary of the Company or EVI, (iA) a letter of transmittal (transmittal, which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Paying Agent and shall be in a form and have such other provisions as EVI Parent or Buyer may reasonably specify) specify and (iiB) instructions for use in effecting the surrender of the exchanging Certificates in exchange for the certificates representing the EVI Common Stock and any cash in lieu of a fractional share of EVI Common StockMerger Consideration. Upon surrender of a Certificate for cancellation to the Exchange Paying Agent or to such other agent or agents as may be appointed by the Surviving CorporationParent, together with such letter of transmittal, duly executed, and such other documents as may reasonably be required by the Exchange Paying Agent, the holder of such Certificate Holder shall be entitled to receive in exchange therefor a certificate or certificates representing therefor, and the number Paying Agent shall pay pursuant to irrevocable instructions given by Parent, the amount of whole shares of EVI Common Stock Notes and cash into which the Company Shares shares of Common Stock theretofore represented by such Certificate shall have been converted pursuant to Section 2.1 and any cash payable in lieu of a fractional share of EVI Common Stock, 3.01(c) hereof; and the Certificate so surrendered shall forthwith be canceledcancelled. If In the event of a transfer of ownership of shares of EVI Common Stock are to that is not registered in the transfer records of the Company, payment may be issued made to a Person other than the Person in whose name the surrendering Certificate so surrendered is registeredHolder, it shall be a condition of exchange that if such Certificate shall be is properly endorsed or otherwise in proper form for transfer and that the Person requesting such exchange payment shall pay any transfer or other taxes required by reason of the exchange payment to a Person other than the registered holder of such Certificate Holder or establish to the reasonable satisfaction of the Surviving Corporation that such tax has been paid or is not applicable. Until surrendered as contemplated by this Section 2.2After the Effective time, each Certificate shall be deemed at any time after the Effective Time of the Merger to represent only the right to receive, upon surrender, as contemplated by this Section 3.02, the Merger Consideration. No interest will be paid, or will accrue, on the Cash Merger Consideration payable upon the surrender of such Certificateany Certificate as contemplated by this Section 3.02. Regardless of when a Certificate Holder shall transmit his/its Certificates for the Merger Consideration, interest shall accrue and be payable on the number Note for only the 42-month period immediately following the Effective Time. (ii) Notwithstanding the provisions of shares of EVI Common Stock and cashSection 3.02(b)(i) hereof, if any, in lieu of a fractional share of EVI Common Stock into which the Company Shares theretofore represented by such Certificate shall have been converted pursuant to Section 2.1. The Exchange Agent shall not be entitled to vote or exercise any rights of ownership with respect to the EVI Common Stock held in escrow pursuant to that certain Acquisition Agreement, dated May 23, 1997, by it from time to time hereunderand between the Company, except that ▇▇▇▇▇▇▇ Distributing, Inc and New Image Laboratories, Inc. ("New Image"), Parent shall set aside the Merger Consideration payable in respect thereof. If it shall receive be determined by a final, non-appealable order of a court of competent jurisdiction or mutual agreement that New Image is entitled to all or any portion of such Common Stock, Parent shall, upon surrender of the appropriate Certificate(s) in accordance with the terms of this Section 3.02, pay the Merger Consideration in respect thereof. Alternatively, if it shall be determined by a final, non-appealable order of a court of competent jurisdiction or mutual agreement that New Image is not entitled to such Common Stock, Parent shall be entitled to the Cash Merger Consideration in respect thereof and hold all dividends or other distributions paid or distributed with the Notes in respect thereto for the account of Persons entitled theretothereof shall be cancelled.

Exchange Procedure. (i) As soon as practicable after the Effective Time of the MergerTime, Corvis shall cause the Exchange Agent shall to mail to each holder of record of a certificate or certificates that immediately prior to the Effective Time of the Merger represented outstanding Company Shares (the "Certificates"), other than the Company, EVI and any wholly owned subsidiary of the Company or EVI, (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Agent and shall be in a form and have such other provisions as EVI may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the certificates representing the EVI Common Stock consideration (and any unpaid distributions and dividends) contemplated by Section 3.2 and this Section 3.3, including cash in lieu of a fractional share of EVI Common Stockshares. Upon surrender of a Certificate for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by the Surviving CorporationAgent, together with such letter of transmittal, duly executed, and such other documents as may reasonably be required by the Exchange Agent, the holder of such Certificate shall be entitled to receive promptly in exchange therefor (x) a certificate or certificates representing that number of whole Merger Shares, less the number of whole shares of EVI Common Stock into which the Company Merger Shares theretofore represented by such Certificate shall have been converted (if any) to be held in escrow pursuant to Section 2.1 and any 3.3(e), and/or (y) a check representing the amount of cash payable required to be paid pursuant to Section 3.3, including, cash in lieu of a fractional share of EVI Common Stockshares, if any, and unpaid dividends and distributions with respect to the Certificate so Corvis Shares as provided for in Section 3.3(c), if any, that such holder has the right to receive in respect of the Certificates surrendered shall forthwith pursuant to the provisions of this Article III, after giving effect to any required withholding Tax. No interest will be canceledpaid or accrued on the cash payable to holders of Shares. If In the shares event of EVI Common Stock are a transfer of ownership of Shares that is not registered in the transfer records of the Company, a certificate representing the proper number of the Corvis Shares, together with a check for the cash to be paid pursuant to this Section 3.3 may be issued to such a Person other than the Person in whose name the Certificate so surrendered is registered, it shall be a condition of exchange that transferee if such Certificate shall be properly endorsed or otherwise be in proper form for transfer and that the Person requesting such exchange transferee shall pay any transfer or other taxes Taxes required by reason of the exchange payment to a Person other than the registered holder of such Certificate or establish to the reasonable satisfaction of the Surviving Corporation Corvis that such tax Tax has been paid or is not applicable. Until surrendered as contemplated by this Section 2.2, each Certificate shall be deemed at any time after Corvis or the Effective Time of the Merger to represent only the right to receive, upon surrender of such Certificate, the number of shares of EVI Common Stock and cash, if any, in lieu of a fractional share of EVI Common Stock into which the Company Shares theretofore represented by such Certificate shall have been converted pursuant to Section 2.1. The Exchange Agent shall not be entitled to vote deduct and withhold from the consideration otherwise payable pursuant to this Agreement such amounts as Corvis or exercise any rights of ownership the Exchange Agent is required to deduct and withhold with respect to the EVI Common Stock held making of such payment under the Code or under any provision of state, local or foreign Tax law. To the extent that amounts are so withheld by it from time Corvis or the Exchange Agent, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to time hereunderthe Person in respect of which such deduction and withholding was made. (ii) Corvis will use its reasonable best efforts to provide for a mechanism in order to enable any holders of Company Equity that deliver certificates for Shares in registered form (duly endorsed for transfer or accompanied by duly executed stock powers) to Corvis (or the Exchange Agent) on or prior to the Closing Date, except that it shall receive and hold all dividends or other distributions paid are otherwise able to establish their ownership of Company Equity to the reasonable satisfaction of Corvis (or distributed the Exchange Agent) on or prior to the Closing Date, to receive, on the Closing Date, the Merger Consideration payable with respect thereto for the account of Persons entitled theretoto such Company Equity hereunder.

Exchange Procedure. As soon as reasonably practicable after the Effective Time of date hereof but in no event later than the Mergertenth business day prior to the anticipated Closing Date (as mutually and reasonably determined by Parent and the Company), Parent shall cause the Exchange Paying Agent shall to mail to each holder of record of a certificate or certificates that immediately prior to the Effective Time of the Merger represented outstanding Company Shares (the "Certificates"), other than the Company, EVI and any wholly owned subsidiary of the Company or EVI, Certificate (i) a form of letter of transmittal (which the "Letter of Transmittal") (that shall (A) specify that delivery shall be effected, and risk of loss and title to the Certificates held by such Person shall pass, only upon proper delivery of the Certificates to the Exchange Paying Agent and shall (B) be in a customary form reasonably acceptable to the Company and Parent with no representations or warranties or indemnities from holders of shares of Company Common Stock, Company Preferred Stock, Company Options or Company Warrants other than customary representations and warranties from such holders with respect to ownership of such stock, warrants or options and the right to sell such stock, warrants or options, and (C) have such other provisions as EVI Parent and the Company may reasonably specify) ), and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the certificates representing the EVI Common Stock amount of cash such holder shall be entitled to receive pursuant to Section 2.7(c) and any cash in lieu of a fractional share of EVI Common StockSection 2.9. Upon surrender of a Certificate for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by the Surviving CorporationPaying Agent, together with such letter Letter of transmittalTransmittal, duly completed and validly executed, and such other documents as may reasonably be required by the Exchange AgentPaying Agent consistent with this Section 2.8(b), the holder of such Certificate shall be entitled to receive in exchange therefor a certificate or certificates representing the number amount of whole shares of EVI Common Stock cash into which the Company Shares theretofore shares, options or warrants formerly represented by such Certificate shall have been converted pursuant to Section 2.1 2.7(c) and any cash payable in lieu of a fractional share of EVI Common StockSection 2.9, and the Certificate so surrendered shall forthwith be canceledcancelled. If Parent's agreement with the Paying Agent shall provide that, upon surrender of a Certificate for cancellation to the Paying Agent, any holder of shares of Company Common Stock (including shares issuable upon the exercise of Company Options and Company Warrants) and Company Preferred Stock shall be entitled to receive payment of (1) the amount of cash such holder shall be entitled to receive pursuant to Section 2.7(c) in respect of the shares of EVI Company Common Stock are and Company Preferred Stock, and (2) the amount of cash such holder shall be entitled to receive pursuant to Section 2.9 in respect of any Company Options and Company Warrants, in each case, held by them on the Closing Date, in each case, by check or, at such holder's request, by wire transfer of immediately available funds to the account(s) designated by such stockholder on the earlier of (X) the Closing Date, if such holder surrendered such Certificate to the Paying Agent on or prior to 11:00 a.m. New York City time on the Closing Date, and (Y) the first business day after such delivery, if such delivery is made after such time. In the event of a transfer of ownership of Company Common Stock, Company Preferred Stock, Company Options or Company Warrants that is not registered in the stock transfer books of the Company, the proper amount of cash may be issued paid in exchange therefor to a Person other than the Person in whose name the Certificate so surrendered is registered, it shall be a condition of exchange that registered if such Certificate shall be properly endorsed or otherwise be in proper form for transfer transfer, and that the Person requesting such exchange payment shall pay any transfer or other taxes required by reason of the exchange payment to a Person other than the registered holder of such Certificate or establish to the reasonable satisfaction of the Surviving Corporation Parent that such tax has been paid or is not applicable. Until surrendered as contemplated by this Section 2.2, each Certificate No interest shall be deemed at any time after paid or shall accrue on the Effective Time of the Merger to represent only the right to receive, cash payable upon surrender of such any Certificate, the number of shares of EVI Common Stock and cash, if any, in lieu of a fractional share of EVI Common Stock into which the Company Shares theretofore represented by such Certificate shall have been converted pursuant to Section 2.1. The Exchange Agent shall not be entitled to vote or exercise any rights of ownership with respect to the EVI Common Stock held by it from time to time hereunder, except that it shall receive and hold all dividends or other distributions paid or distributed with respect thereto for the account of Persons entitled thereto.

Exchange Procedure. As soon as practicable after the Effective Time of ------------------ the Merger, the Exchange Agent shall mail to each holder of record of a certificate or certificates that immediately prior to the Effective Time of the Merger represented outstanding Company Shares (the "Certificates"), other than the Company, EVI TMW and any wholly owned subsidiary of the Company or EVITMW, (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Agent and shall be in a form and have such other provisions as EVI TMW may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the certificates representing the EVI TMW Common Stock and any cash in lieu of a fractional share of EVI TMW Common Stock. Upon surrender of a Certificate for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by the Surviving Corporation, together with such letter of transmittal, duly executed, and such other documents as may reasonably be required by the Exchange Agent, the holder of such Certificate shall be entitled to receive in exchange therefor a certificate or certificates representing the number of whole shares of EVI TMW Common Stock into which the Company Shares theretofore represented by such Certificate shall have been converted pursuant to Section 2.1 and any cash payable in lieu of a fractional share of EVI TMW Common Stock, and the Certificate so surrendered shall forthwith be canceled. If the shares of EVI TMW Common Stock are to be issued to a Person other than the Person in whose name the Certificate so surrendered is registered, it shall be a condition of exchange that such Certificate shall be properly endorsed or otherwise in proper form for transfer and that the Person requesting such exchange shall pay any transfer or other taxes required by reason of the exchange to a Person other than the registered holder of such Certificate or establish to the reasonable satisfaction of the Surviving Corporation that such tax has been paid or is not applicable. Until surrendered as contemplated by this Section 2.2, each Certificate shall be deemed at any time after the Effective Time of the Merger to represent only the right to receive, upon surrender of such Certificate, the number of shares of EVI TMW Common Stock and cash, if any, in lieu of a fractional share of EVI TMW Common Stock into which the Company Shares theretofore represented by such Certificate shall have been converted pursuant to SectionSection 2. 2.11. The Exchange Agent shall not be entitled to vote or exercise any rights of ownership with respect to the EVI TMW Common Stock held by it from time to time hereunder, except that it shall receive and hold all dividends or other distributions paid or distributed with respect thereto for the account of Persons entitled thereto.

Exchange Procedure. As soon as reasonably practicable after the Effective Time of (but in no event later than three business days after the MergerEffective Time), the Exchange Surviving Corporation or Parent shall cause the Paying Agent shall to mail to each holder of record of a certificate or certificates that immediately prior to the Effective Time represented outstanding shares of Company Common Stock (the “Certificates”) which were converted into the right to receive the Merger represented outstanding Company Shares (the "Certificates"), other than the Company, EVI and any wholly owned subsidiary of the Company or EVI, Consideration pursuant to Section 1.07 (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Agent Paying Agent, and shall be in a such form and have such other provisions as EVI may are customary and reasonably specifyacceptable to the Company and Parent) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the certificates representing the EVI Common Stock and any cash in lieu of a fractional share of EVI Common StockMerger Consideration. Upon surrender of a Certificate for cancellation to the Exchange Paying Agent or to such other agent or agents as may be appointed by the Surviving Corporationfor cancelation, together with such letter of transmittal, duly 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 a certificate or certificates representing the number amount of whole shares of EVI Common Stock cash into which the shares of Company Shares Common Stock theretofore represented by such Certificate shall have been converted pursuant to Section 2.1 and any cash payable in lieu of a fractional share of EVI Common Stock1.07, and the Certificate so surrendered shall forthwith be canceled. If In the shares event of EVI a transfer of ownership of Company Common Stock are to that is not registered in the transfer records of the Company, payment may be issued made to a Person other than the Person in whose name the Certificate so surrendered is registered, it shall be a condition of exchange that if such Certificate shall be properly endorsed or otherwise be in proper form for transfer and that the Person requesting such exchange payment shall pay have paid any transfer or other taxes Taxes required by reason of the exchange payment to a Person other than the registered holder of such Certificate or establish shall have established to the reasonable satisfaction of Parent and the Surviving Corporation Paying Agent that such tax Tax has been paid or is not applicable. None of Parent, Merger Sub, the Company or the Surviving Corporation shall have any liability for any such transfer or other Taxes. Until surrendered as contemplated by this Section 2.21.08, each Certificate shall be deemed at any time after the Effective Time of the Merger to represent only the right to receive, receive upon such surrender the amount of such Certificate, the number of shares of EVI Common Stock and cash, if anywithout interest, in lieu of a fractional share of EVI Common Stock into which the shares of Company Shares Common Stock theretofore represented by such Certificate shall have been converted pursuant to Section 2.1Section 1.07. The Exchange Agent No interest shall not be entitled to vote or exercise any rights of ownership with respect to the EVI Common Stock held by it from time to time hereunder, except that it shall receive and hold all dividends or other distributions paid or distributed with respect thereto for accrue on the account cash payable upon surrender of Persons entitled theretoany Certificate.

Exchange Procedure. As soon as reasonably practicable after the Effective Time of the MergerTime, Colonial shall use commercially reasonable efforts to cause the Exchange Agent shall to mail to each holder of record of a certificate Certificate or certificates that Certificates which immediately prior to the Effective Time represented outstanding Cornerstone Common Shares (other than to holders of Cornerstone Common Shares who previously surrendered with their Form of Election their Certificates for Cornerstone Common Shares) whose shares were converted into the right to receive the Merger represented outstanding Company Shares (the "Certificates"), other than the Company, EVI Consideration pursuant to Section 1.6(a) and any wholly owned subsidiary of the Company or EVISection 1.8, (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Agent and shall be in a form and have such other provisions as EVI Colonial may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the certificates representing Merger Consideration. To the EVI Common Stock and any cash in lieu extent not previously surrendered with a Form of a fractional share of EVI Common Stock. Upon Election, upon surrender of a Certificate for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by the Surviving CorporationColonial, together with such letter of transmittal, duly executed, and such other documents as may reasonably be required by the Exchange Agent, the holder of such Certificate shall be entitled to receive in exchange therefor a certificate or certificates representing the number of whole shares of EVI Common Stock Merger Consideration into which the Company Cornerstone Common Shares theretofore represented by such Certificate shall have been converted pursuant to Section 2.1 1.6(a) and any cash Section 1.8, together with cash, if any, payable in lieu of a fractional share shares pursuant to Section 1.9(g), to be mailed (or made available for collection by hand if so elected by the surrendering holder) within five business days of EVI Common Stockreceipt thereof, and the Certificate so surrendered shall forthwith be canceled. If In the shares event of EVI a transfer of ownership of Cornerstone Common Stock are to Shares which is not registered in the transfer records of Cornerstone, payment may be issued made to a Person other than the Person in whose name the Certificate so surrendered is registered, it shall be a condition of exchange that registered if such Certificate shall be properly endorsed or otherwise be in proper form for transfer and that the Person requesting such exchange payment either shall pay any transfer or other taxes Taxes required by reason of the exchange such payment being made to a Person other than the registered holder of such Certificate or establish to the reasonable satisfaction of the Surviving Corporation Colonial that such tax has Tax or Taxes have been paid or is are not applicable. Until surrendered as contemplated by this Section 2.21.9, each Certificate shall be deemed at any time after the Effective Time of the Merger to represent only the right to receivereceive upon such surrender the Merger Consideration, upon surrender of such Certificatewithout interest, the number of shares of EVI Common Stock and cash, if any, in lieu of a fractional share of EVI Common Stock into which the Company Cornerstone Common Shares theretofore represented by such Certificate shall have been converted pursuant to Section 2.1Section 1.6 and Section 1.8, and any cash payable in lieu of fractional shares pursuant to Section 1.9(g). The No interest will be paid or will accrue on the Merger Consideration upon the surrender of any Certificate or on any cash payable pursuant to Section 1.9(d) or Section 1.9(g). Colonial or the Exchange Agent, as applicable, shall be entitled, in its sole and absolute discretion, to deduct and withhold from the cash, Colonial Common Shares or Colonial Series E Preferred Depositary Shares, or any combination thereof, that otherwise is payable pursuant to this Agreement to any holder of Cornerstone Common Shares such amounts as Colonial or the Exchange Agent shall not be entitled is required to vote or exercise any rights of ownership deduct and withhold with respect to the EVI making of such payment under the Code or under any provision of federal, state, local or foreign Tax law. For this purpose, (x) any Colonial Common Stock held Shares deducted and withheld by it from time Colonial shall be valued at the last trading price of the Colonial Common Shares on the NYSE on the Effective Date of the Merger and (y) any Colonial Series E Preferred Depositary Shares deducted and withheld by Colonial shall be valued at $25.00 (i.e., 1/100th of the liquidation preference of a Colonial Series E Preferred Share). To the extent that amounts are so withheld by Colonial or the Exchange Agent, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to time hereunder, except that it shall receive the holder of Cornerstone Common Shares in respect of which such deduction and hold all dividends withholding was made by Colonial or other distributions paid or distributed with respect thereto for the account of Persons entitled theretoExchange Agent.

Exchange Procedure. At or prior to the Effective Time, Parent shall deposit with a bank or trust company designated by Parent and reasonably acceptable to Company (the "Exchange Agent") for the benefit of the holders of Company Common Stock outstanding immediately prior to the Effective Time, for exchange in accordance with this Section 2.2, through the Exchange Agent, (i) certificates evidencing the shares of Parent Common Stock issuable pursuant to Section 2.1(c) in exchange for outstanding shares of Company Common Stock and (ii) cash in an aggregate amount sufficient to pay for fractional shares pursuant to Section 2.2(d). Any interest, dividends, or other income earned on the investment of cash or other property deposited by Parent with the Exchange Agent in accordance with this Section 2.2 shall be for the account of and payable to Parent. As soon as reasonably practicable after the Effective Time of but in any event no later than 10 days after the MergerEffective Time, the Exchange Agent Parent shall mail cause to be mailed to each holder of record of a certificate or certificates that which immediately prior to the Effective Time of the Merger represented outstanding shares of Company Shares Common Stock (the "Certificates"), other than the Company, EVI and any wholly owned subsidiary of the Company or EVI, (i) a letter of transmittal (which shall be in customary form and shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Exchange Agent and shall be in a form and have such other provisions as EVI may reasonably specify) Agent), and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the certificates representing the EVI Common Stock and any cash in lieu shares of a fractional share of EVI Parent Common Stock. Upon surrender of a Certificate for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by the Surviving CorporationAgent, together with such letter of transmittal, duly executed, and such other documents as may reasonably be required by the Exchange Agent, the holder of such Certificate shall be entitled to receive in exchange therefor a certificate or certificates representing the evidencing that number of whole shares of EVI Parent Common Stock into which such holder has the right to receive in respect of the shares of Company Shares theretofore represented Common Stock formerly evidenced by such Certificate shall have been converted (after taking into account all shares of Company Common Stock then held of record by such holder), cash in lieu of fractional shares of Parent Common Stock to which such holder is entitled pursuant to Section 2.1 2.2(d) and any cash payable in lieu of a fractional share of EVI Common Stockdividends or other distributions to which such holder is entitled pursuant to Section 2.2(b), and the Certificate so surrendered shall forthwith be canceledcancelled. If In the event of a transfer of ownership of Company Common Stock which is not registered in the transfer records of the Company, a certificate representing the proper number of shares of EVI Parent Common Stock are to may be issued to a Person person other than the Person person in whose name the Certificate so surrendered is registered, it shall be a condition of exchange that if such Certificate Certificate, accompanied by all documents required to evidence and effect such transfer, shall be properly endorsed with signature guarantee or otherwise be in proper form for transfer transfer, and that the Person person requesting such exchange payment shall pay any transfer or other taxes required by reason of the exchange issuance of shares of Parent Common Stock to a Person person other than the registered holder of such Certificate or establish to the reasonable satisfaction of the Surviving Corporation Parent that such tax has been paid or is not applicable. Until surrendered as contemplated by this Section 2.2, each Certificate shall be deemed at any time after the Effective Time of the Merger to represent only the right to receive, receive upon such surrender of such Certificate, the number of certificate evidencing whole shares of EVI Parent Common Stock and cashStock, if any, cash in lieu of a any fractional share shares of EVI Parent Common Stock into to which the Company Shares theretofore represented by such Certificate shall have been converted holder is entitled pursuant to Section 2.1. The Exchange Agent shall not be entitled to vote or exercise Section 2.2(d) and any rights of ownership with respect to the EVI Common Stock held by it from time to time hereunder, except that it shall receive and hold all dividends or other distributions to which such holder is entitled pursuant to Section 2.2(b). No interest will be paid or distributed with respect thereto for the account of Persons entitled theretowill accrue on any cash payable pursuant to Section 2.2(b) or 2.2(d).

Exchange Procedure. As soon as practicable after the Effective Time of the MergerTime, the Exchange Agent shall mail to each holder of record of a certificate or certificates that which immediately prior to the Effective Time of the Merger represented outstanding shares of Company Shares Common Stock (the "Certificates"), other than ) whose shares were converted into the Company, EVI and any wholly owned subsidiary of right to receive the Company or EVIMerger Consideration pursuant to Section 3.1, (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Agent and shall be in a form and have such other provisions as EVI Parent may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the certificates representing the EVI Common Stock and any cash in lieu of a fractional share of EVI Common StockMerger Consideration. Upon surrender of a Certificate for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by the Surviving CorporationAgent, together with such letter of transmittal, duly executed, and such other documents as may reasonably be required by the Exchange Agent, the holder of such Certificate shall be entitled to receive in exchange therefor a certificate or certificates representing the number of whole shares of EVI Common Stock Merger Consideration into which the shares of Company Shares theretofore represented by such Certificate Common Stock shall have been converted pursuant to Section 2.1 and any 3.1, cash payable in lieu of a fractional share shares of EVI Parent Common StockStock to which such holder is entitled pursuant to Section 3.2(f) and any dividends or other distributions to which such holder is entitled pursuant to Section 3.2(c), and the Certificate so surrendered shall forthwith be canceled. If In the shares event of EVI a transfer of ownership of Company Common Stock are to which is not registered in the transfer records of the Company, payment may be issued made to a Person person other than the Person person in whose name the Certificate so surrendered is registered, it shall be a condition of exchange that if such Certificate shall be properly endorsed or otherwise be in proper form for transfer and that the Person person requesting such exchange payment shall pay any transfer or other taxes required by reason of the exchange payment to a Person person other than the registered holder of such Certificate or establish to the reasonable satisfaction of the Surviving Corporation that such tax has been paid or is not applicable. Until surrendered as contemplated by this Section 2.2At any time after the Effective Time, each Certificate shall be deemed at any time after the Effective Time of the Merger to represent only the right to receive, receive upon surrender of such Certificate, the number of shares of EVI Common Stock and cash, if any, in lieu of a fractional share of EVI Common Stock Merger Consideration into which the shares of Company Shares theretofore represented by such Certificate Common Stock shall have been converted pursuant to Section 2.1. The Exchange Agent shall not be entitled to vote or exercise Section 3.1, cash in lieu of any rights fractional shares of ownership with respect to the EVI Parent Common Stock held as contemplated by it from time to time hereunder, except that it shall receive Section 3.2(f) and hold all any dividends or other distributions paid or distributed with respect thereto for the account of Persons to which such holder is entitled theretopursuant to Section 3.2(c), in each case, without interest thereon.

Exchange Procedure. As soon as reasonably practicable after the Effective Time of the MergerTime, the Exchange Agent shall mail to each holder of record of a certificate or certificates that (the “Certificates”), which immediately prior to the Effective Time of the Merger represented outstanding shares of Company Shares (the "Certificates")Capital Stock, other than the Company, EVI and any wholly owned subsidiary of the Company shares to be canceled or EVI, retired in accordance with Section 3.1(b) or dissenting shares pursuant to Section 3.2: (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Agent and shall be in a such form and have such other provisions as EVI Parent may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the certificates representing the EVI Common Stock and any cash in lieu shares of a fractional share of EVI Parent Common Stock. Upon surrender of a Certificate for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by the Surviving CorporationParent, together with such letter of transmittal, duly executed, and such other documents as may reasonably be required by the Exchange Agent, the holder of such Certificate shall be entitled to receive in exchange therefor a certificate or certificates representing the that number of whole shares of EVI Parent Common Stock into which such holder has the Company Shares theretofore represented by such Certificate shall have been converted right to receive pursuant to the provisions of this Article III, cash in lieu of fractional shares pursuant to Section 2.1 3.6(e) and any cash payable in lieu of a fractional share of EVI Common Stock, dividends or other distributions to which the holder is entitled to pursuant to Section 3.6(c) and the Certificate so surrendered shall forthwith be canceled. If In the event of a transfer of ownership of Company Capital Stock which is not registered in the transfer records of the Company, a certificate representing the proper number of shares of EVI Parent Common Stock are to may be issued to a Person other than the Person in whose name the Certificate so surrendered is registered, it shall be a condition of exchange that if such Certificate shall be properly endorsed or otherwise be in proper form for transfer and that the Person requesting such exchange payment shall pay any transfer or other taxes Taxes required by reason of the exchange issuance of shares of Parent Common Stock to a Person other than the registered holder of such Certificate or establish to the reasonable satisfaction of the Surviving Corporation Parent that such tax Tax has been paid or is not applicable. Until surrendered as contemplated by this Section 2.23.6, each Certificate shall be deemed at any time after the Effective Time of the Merger to represent only the right to receive, receive upon such surrender of such Certificate, the certificate representing the appropriate number of whole shares of EVI Parent Common Stock and cashStock, if any, cash in lieu of a any fractional share shares of EVI Parent Common Stock into which the Company Shares theretofore represented by such Certificate shall have been converted pursuant to Section 2.1. The Exchange Agent shall not be entitled to vote or exercise any rights of ownership with respect to the EVI Common Stock held by it from time to time hereunder, except that it shall receive Section 3.6(e) and hold all dividends or and other distributions pursuant to Section 3.6(c). No interest will be paid or distributed with respect thereto for the account will accrue on any cash payable in lieu of Persons entitled theretoany fractional shares of Parent Common Stock.

Exchange Procedure. As soon as reasonably practicable after the Effective Time of the MergerTime, the Exchange Agent shall mail to each holder of record of a an outstanding certificate or outstanding certificates that ("Certificates") which immediately prior to the Effective Time represented outstanding shares of Company Common Stock whose shares were converted into the right to receive the Merger represented outstanding Company Shares (the "Certificates"), other than the Company, EVI and any wholly owned subsidiary of the Company or EVIConsideration with respect thereto pursuant to Section 2.01, (i) a form of letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates held by such person shall pass, only upon proper delivery of the Certificates to the Exchange Agent and shall be in a customary form and have such other provisions as EVI Parent may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the certificates representing the EVI Common Stock and any cash in lieu of a fractional share of EVI Common StockMerger Consideration with respect thereto. Upon surrender of a Certificate for cancellation cancelation to the Exchange Agent or to such other agent or agents as may be appointed by the Surviving CorporationParent, together with such letter of transmittal, duly 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 (A) the amount of cash and a certificate or certificates representing the number of whole shares of EVI Parent Common Stock into which that such holder has the Company Shares theretofore represented by such Certificate shall have been converted right to receive pursuant to Article II, (B) certain dividends and other distributions in respect of Parent Common Stock in accordance with Section 2.1 2.03(c) and any (C) cash payable in lieu of a any fractional share of EVI Parent Common StockStock in accordance with Section 2.03(e), and the Certificate so surrendered shall forthwith be canceled. If In the event of a transfer of ownership of Company Common Stock that is not registered in the transfer records of the Company, the proper amount of cash and a certificate or certificates representing the proper number of shares of EVI Parent Common Stock are to may be issued and paid as described in the previous sentence in exchange therefor to a Person person other than the Person person in whose name the Certificate so surrendered is registered, it shall be a condition of exchange that registered if such Certificate shall be properly endorsed or otherwise be in proper form for transfer and that the Person person requesting such exchange issuance shall pay any transfer or other taxes required by reason of the exchange payment of cash and issuance of shares of Parent Common Stock to a Person person other than the registered holder of such Certificate or establish to the reasonable satisfaction of the Surviving Corporation Parent that such tax has been paid or is not applicable. Until surrendered as contemplated by this Section 2.22.03(b), each Certificate shall be deemed at any time after the Effective Time of the Merger to represent only the right to receive, receive upon such surrender of such Certificate, the number of shares of EVI Common Stock and cash, if any, in lieu of a fractional share of EVI Common Stock into which Merger Consideration that the Company Shares theretofore represented by such Certificate shall have been converted holder thereof has the right to receive pursuant to Section 2.1. The Exchange Agent shall not be entitled to vote or exercise any rights the provisions of ownership with respect to the EVI Common Stock held by it from time to time hereunderthis Article II, except that it shall receive and hold all certain dividends or other distributions in accordance with Section 2.03(c) and any cash in lieu of any fractional share of Parent Common Stock in accordance with Section 2.03(e). No interest shall be paid or distributed with respect thereto for the account shall accrue on any cash payable upon surrender of Persons entitled theretoany Certificate.