Common use of Exchange Procedures Clause in Contracts

Exchange Procedures. (i) On the Closing Date and prior to the Effective Time, Parent shall deposit, or shall cause to be deposited, with the Exchange Agent, for the benefit of the holders of Company Common Stock, for exchange in accordance with this Article 3, the number of shares of Parent Common Stock sufficient to deliver the aggregate Per Share Merger Consideration payable pursuant to this Agreement (such shares of Parent Common Stock being hereinafter referred to as the “Exchange Fund”). (ii) Parent shall cause the Exchange Agent, pursuant to irrevocable instructions, to pay such Per Share Merger Consideration out of the Exchange Fund in accordance with the Merger Payment Schedule and the other applicable provisions contained in this Agreement. The Exchange Fund shall not be used for any other purpose. (iii) If the Merger Payment Schedule is delivered to the Exchange Agent in accordance with Section 3.2(i) on or prior to the date that is (A) at least two Business Days prior to the Closing Date, then Parent and the Company shall take reasonable steps to cause the applicable Per Share Merger Consideration to be issued to the applicable holder of Capital Stock in book-entry form as soon as reasonably practicable, but in no event more than two Business Days, following the Closing Date, or (B) less than two Business Days prior to the Closing Date, then Parent and the Company shall take all necessary actions to cause the applicable Per Share Merger Consideration to be issued to the applicable holder of Capital Stock in book-entry form within two Business Days after such delivery; provided that the Per Share Merger Consideration shall not be issued with respect to shares of Capital Stock represented by a Certificate until the applicable holder of such Capital Stock has surrendered such Certificate (or an affidavit of loss in lieu thereof) to the Exchange Agent. (iv) If any Per Share Merger Consideration is to be issued to a person other than the holder of Capital Stock in whose name the surrendered Certificate or the transferred shares of Capital Stock in book-entry form is registered, it shall be a condition to the issuance of the applicable portion of such Per Share Merger Consideration that, in addition to any other requirements set forth in the Exchange Agent Agreement, (A) either such Certificate shall be properly endorsed or shall otherwise be in proper form for transfer or such share of Capital Stock in book-entry form shall be properly transferred and (B) the person requesting such consideration pay to the Exchange Agent any transfer or similar Taxes required as a result of such consideration being issued to a person other than the registered holder of such Certificate or share of Capital Stock in book-entry form or establish to the satisfaction of the Exchange Agent that such transfer or similar Taxes have been paid or are not payable.

Exchange Procedures. Subject to Section 3.1(c), promptly following the Effective Time (ibut in no event later than two (2) On Business Days following the Closing Date and Effective Time), Parent shall instruct the Exchange Agent to mail to each holder of record of a certificate or certificates which immediately prior to the Effective TimeTime represented outstanding shares of Company Capital Stock or Warrants (the “Certificates”) (A) a letter of transmittal substantially in the form attached hereto as Exhibit C (“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 customary form reasonably satisfactory to Parent and the Equityholders’ Representative, and (B) instructions for use in effecting the surrender of the Certificates in exchange for the portion of the Merger Consideration or Warrant Payment (as applicable) receivable in respect of such Certificates. Upon surrender of a Certificate for cancellation to the Exchange Agent together with such Letter of Transmittal, properly completed and duly executed, and such other documents as may be required pursuant to such instructions, the holder of such Certificate shall depositbe entitled to receive in exchange therefor the portion of the Merger Consideration or Warrant Payment (as applicable) which such holder has the right to receive in respect of the shares of Company Capital Stock or Warrants formerly represented by such Certificate (and the right to receive payments from the General Escrow Account and the Equityholders’ Representative Escrow Account in accordance with the Escrow Agreement and Section 3.3), and the Certificate so surrendered shall forthwith be canceled. Following any receipt of an Excess Payment, the Exchange Agent will deliver to each holder of surrendered Certificates, such holder’s pro rata portion thereof; provided, that if the Exchange Agent receives an Excess Payment prior to receipt of surrendered Certificates, then payment of the portion thereof applicable to such unsurrendered Certificates shall be made at the same time as payment of the balance of the applicable Merger Consideration or shall cause Warrant Payment (as applicable) upon surrender thereof. No interest will be paid or accrued on any Merger Consideration or Warrant Payment (as applicable) payable to holders of Certificates. In the event of a transfer of ownership of shares of Company Capital Stock or Warrants that is not registered in the transfer records of the Company, the portion of the Merger Consideration or Warrant Payment (as applicable) payable in respect of such shares of Company Capital Stock or Warrants may be deposited, with issued to a transferee if the Certificate representing such shares of Company Capital Stock or Warrants is presented to the Exchange Agent, for accompanied by any documents reasonably required to evidence and effect such transfer and by evidence that any applicable stock transfer Taxes have been paid. Until surrendered as contemplated by this Section 3.1, each Certificate shall, subject to Section 3.2, be deemed at any time after the benefit Effective Time to represent only the right to receive upon such surrender the portion of the holders of Company Common Stock, for exchange in accordance with this Article 3, the number of shares of Parent Common Stock sufficient to deliver the aggregate Per Share Merger Consideration or Warrant Payment (as applicable) payable pursuant to this Agreement (such shares of Parent Common Stock being hereinafter referred to as the “Exchange Fund”). (ii) Parent shall cause the Exchange Agent, pursuant to irrevocable instructions, to pay such Per Share Merger Consideration out of the Exchange Fund in accordance with the Merger Payment Schedule and the other applicable provisions contained in this Agreement. The Exchange Fund shall not be used for any other purpose. (iii) If the Merger Payment Schedule is delivered to the Exchange Agent in accordance with Section 3.2(i) on or prior to the date that is (A) at least two Business Days prior to the Closing Date, then Parent and the Company shall take reasonable steps to cause the applicable Per Share Merger Consideration to be issued to the applicable holder of Capital Stock in book-entry form as soon as reasonably practicable, but in no event more than two Business Days, following the Closing Date, or (B) less than two Business Days prior to the Closing Date, then Parent and the Company shall take all necessary actions to cause the applicable Per Share Merger Consideration to be issued to the applicable holder of Capital Stock in book-entry form within two Business Days after such delivery; provided that the Per Share Merger Consideration shall not be issued with respect to shares of Capital Stock represented by a Certificate until the applicable holder of such Capital Stock has surrendered such Certificate (or an affidavit of loss in lieu thereof) to the Exchange Agent. (iv) If any Per Share Merger Consideration is to be issued to a person other than the holder of Capital Stock in whose name the surrendered Certificate or the transferred shares of Capital Stock in book-entry form is registered, it shall be a condition to the issuance of the applicable portion of such Per Share Merger Consideration that, in addition to any other requirements as set forth in the Exchange Agent Agreement, (A) either such Certificate shall be properly endorsed or shall otherwise be in proper form for transfer or such share of Capital Stock in book-entry form shall be properly transferred and (B) the person requesting such consideration pay to the Exchange Agent any transfer or similar Taxes required as a result of such consideration being issued to a person other than the registered holder of such Certificate or share of Capital Stock in book-entry form or establish to the satisfaction of the Exchange Agent that such transfer or similar Taxes have been paid or are not payableSection 2.6.

Exchange Procedures. (i) On Within five (5) business days after the Closing Date Effective Date, Parent shall mail a letter of transmittal, joinder and lock-up agreement in the forms attached hereto as Exhibit D-1, Exhibit D-2 and Exhibit D-3 (the “Letter of Transmittal,” “Joinder,” and “Lock-up Agreement”) to each Company Stockholder at the address provided by the Company. Each Indemnifying Securityholder that delivers a duly completed and validly executed Letter of Transmittal, Joinder and Lock-up Agreement and a Company Stock Certificate for cancellation (or an affidavit of lost certificate as contemplated by the Letter of Transmittal) (collectively, the “Applicable Documentation”) to Parent or its designee shall be entitled to receive a certificate or certificates representing the shares of Parent Shares issuable to such holder and/or cash in accordance with Section 1.6. Upon receipt of the Applicable Documentation, Parent shall promptly issue or cause to be issued to each Indemnifying Securityholder a certificate or certificates representing the shares of Parent Shares issuable to such holder pursuant to Section 1.6, less the amount to be held by Parent pursuant to Section 1.8. All Company Stock Certificates so surrendered shall forthwith be canceled. Until so surrendered, each outstanding Company Stock Certificate that, prior to the Effective Time, Parent shall deposit, represented one or shall cause to more shares of Company capital stock held by aCompany Stockholder will be deposited, with deemed from and after the Exchange AgentEffective Time, for all corporate purposes, to evidence only the benefit right to receive, on the terms and subject to the conditions of the holders of Company Common Stock, for exchange in accordance with this Article 3Agreement, the number of shares of Parent Common Stock sufficient to deliver the aggregate Per Share Merger Consideration payable pursuant to this Agreement (such shares of Parent Common Stock being hereinafter referred to as the “Exchange Fund”)consideration set forth in Section 1.6. (ii) Each Company Stockholder that is an Unaccredited Investor and that delivers the duly completed and validly executed Applicable Documentation to Parent or its designee shall be entitled to receive the amount of cash that such holder is entitled to receive pursuant to Section 1.6(c). Upon receipt of the Applicable Documentation, Parent shall promptly pay, or cause the Exchange Agent, pursuant to irrevocable instructions, be paid to pay each such Per Share Merger Consideration out Company Stockholder a check or wire transfer of the Exchange Fund immediately available funds in accordance with the Merger Payment Schedule and the other applicable provisions contained in this Agreementpayment instructions included with such holder’s Applicable Documentation. The Exchange Fund All Company Stock Certificates so surrendered shall not forthwith be used for any other purpose. (iii) If the Merger Payment Schedule is delivered to the Exchange Agent in accordance with Section 3.2(i) on or canceled. Until so surrendered, each outstanding Company Stock Certificate that, prior to the date that is (A) at least two Business Days prior Effective Time, represented one or more shares of Company capital stock held by such Person will be deemed from and after the Effective Time, for all corporate purposes, to evidence only the right to receive, on the terms and subject to the Closing Dateconditions of this Agreement, then Parent and the Company shall take reasonable steps to cause the applicable Per Share Merger Consideration to be issued to the applicable holder amount of Capital Stock in book-entry form as soon as reasonably practicable, but in no event more than two Business Days, following the Closing Date, or (B) less than two Business Days prior to the Closing Date, then Parent and the Company shall take all necessary actions to cause the applicable Per Share Merger Consideration to be issued to the applicable holder of Capital Stock in book-entry form within two Business Days after such delivery; provided that the Per Share Merger Consideration shall not be issued with respect to shares of Capital Stock represented by a Certificate until the applicable holder of such Capital Stock has surrendered such Certificate (or an affidavit of loss in lieu thereof) to the Exchange Agent. (iv) If any Per Share Merger Consideration is to be issued to a person other than the holder of Capital Stock in whose name the surrendered Certificate or the transferred shares of Capital Stock in book-entry form is registered, it shall be a condition to the issuance of the applicable portion of such Per Share Merger Consideration that, in addition to any other requirements cash set forth in the Exchange Agent Agreement, (A) either such Certificate shall be properly endorsed or shall otherwise be in proper form for transfer or such share of Capital Stock in book-entry form shall be properly transferred and (B) the person requesting such consideration pay to the Exchange Agent any transfer or similar Taxes required as a result of such consideration being issued to a person other than the registered holder of such Certificate or share of Capital Stock in book-entry form or establish to the satisfaction of the Exchange Agent that such transfer or similar Taxes have been paid or are not payableSection 1.6(c).

Exchange Procedures. (ia) On As promptly as practicable and in any event within two (2) Business Days after the Closing Date and Effective Time, the Paying Agent shall mail to each holder of record of a Certificate or Certificates that, immediately prior to the Effective Time, Parent shall deposit, or shall cause represented outstanding Shares subsequently converted into the right to be deposited, with the Exchange Agent, for the benefit of the holders of Company Common Stock, for exchange in accordance with this Article 3, the number of shares of Parent Common Stock sufficient to deliver the aggregate Per Share Merger Consideration payable pursuant to this Agreement (such shares of Parent Common Stock being hereinafter referred to as the “Exchange Fund”). (ii) Parent shall cause the Exchange Agent, pursuant to irrevocable instructions, to pay such Per Share Merger Consideration out of the Exchange Fund in accordance with receive the Merger Payment Schedule and the other applicable provisions contained Consideration, as set forth in this Agreement. The Exchange Fund shall not be used for any other purpose. Section 2.04 (iiii) If the Merger Payment Schedule is delivered to the Exchange Agent in accordance with Section 3.2(ia letter of transmittal (a “Letter of Transmittal”) on or prior to the date that is (A) at least two Business Days prior shall specify that delivery shall be effected and risk of loss and title to the Closing Date, then Parent and Certificates shall pass only upon proper delivery of the Company shall take reasonable steps to cause the applicable Per Share Merger Consideration to be issued Certificates to the applicable holder of Capital Stock in book-entry form as soon as reasonably practicable, but in no event more than two Business Days, following the Closing Date, or (B) less than two Business Days prior to the Closing Date, then Parent and the Company shall take all necessary actions to cause the applicable Per Share Merger Consideration to be issued to the applicable holder of Capital Stock in book-entry form within two Business Days after such delivery; provided that the Per Share Merger Consideration shall not be issued with respect to shares of Capital Stock represented by a Certificate until the applicable holder of such Capital Stock has surrendered such Certificate Paying Agent (or an affidavit of loss in lieu thereof, together with any bond or indemnity agreement, as contemplated by Section 3.06) and (B) shall be in such form and have such other provisions as the Surviving Corporation may specify, subject to the Exchange AgentCompany’s reasonable approval (to be sought prior to the Effective Time) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the applicable Merger Consideration. (ivb) If Upon surrender of a Certificate for cancellation to the Paying Agent, together with a Letter of Transmittal, duly completed and executed, and any Per Share Merger Consideration is to be issued to a person other than documents reasonably required by the Paying Agent or the Surviving Corporation, (i) the holder of Capital Stock in whose name the surrendered Certificate or the transferred shares of Capital Stock in book-entry form is registered, it shall be a condition to the issuance of the applicable portion of such Per Share Merger Consideration that, in addition to any other requirements set forth in the Exchange Agent Agreement, (A) either such Certificate shall be entitled to receive in exchange therefor the Merger Consideration that such holder has the right to receive pursuant to Section 2.04 and (ii) the Certificate so surrendered shall forthwith be canceled. No interest will be paid or accrued on the cash payable upon surrender of the Certificates. Until surrendered as contemplated by this Section 3.02, each such Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the applicable Merger Consideration. (c) Notwithstanding anything to the contrary contained in this Agreement, any holder of Book-Entry Shares shall not be required to deliver a Certificate or an executed Letter of Transmittal to the Paying Agent to receive the Merger Consideration that such holder is entitled to receive pursuant to this Article III. In lieu thereof, each holder of record of one or more Book-Entry Shares whose Shares were converted into the right to receive the Merger Consideration shall automatically upon the Effective Time (or, at any later time at which such Book-Entry Shares shall be so converted) be entitled to receive, and Parent shall cause the Paying Agent to pay and deliver as promptly as practicable and in any event within three (3) Business Days after the Effective Time, the Merger Consideration to which such holder is entitled to receive pursuant to this Article III. (d) In the event of a transfer of ownership of Shares that is not registered in the transfer records of the Company, the appropriate amount of the Merger Consideration may be paid to a transferee if the Certificate representing such Shares is presented to the Paying Agent properly endorsed or shall accompanied by appropriate stock powers and otherwise be in proper form for transfer or such share of Capital Stock in book-entry form shall be properly transferred and (B) accompanied by all documents reasonably required by the person requesting such consideration pay Paying Agent to the Exchange Agent any transfer or similar Taxes required as a result of such consideration being issued to a person other than the registered holder of such Certificate or share of Capital Stock in book-entry form or establish to the satisfaction of the Exchange Agent that evidence and effect such transfer or similar and to evidence that any applicable Taxes have been paid or are not payablepaid.

Exchange Procedures. (i) On the Closing Date and prior to Promptly after the Effective Time, Parent shall deposit, or shall cause to be deposited, with the Exchange Agent, for the benefit of the holders of Company Common Stock, for exchange in accordance with this Article 3, the number of shares of Parent Common Stock sufficient to deliver the aggregate Per Share Merger Consideration payable pursuant to this Agreement Time (such shares of Parent Common Stock being hereinafter referred to as the “Exchange Fund”). (ii) Parent shall cause the Exchange Agent, pursuant to irrevocable instructions, to pay such Per Share Merger Consideration out of the Exchange Fund in accordance with the Merger Payment Schedule and the other applicable provisions contained in this Agreement. The Exchange Fund shall not be used for any other purpose. (iii) If the Merger Payment Schedule is delivered to the Exchange Agent in accordance with Section 3.2(i) on or prior to the date that is (A) at least two Business Days prior to the Closing Date, then Parent and the Company shall take reasonable steps to cause the applicable Per Share Merger Consideration to be issued to the applicable holder of Capital Stock in book-entry form as soon as reasonably practicable, but in no event more than two Business Daysfive business days thereafter), following the Closing DateSurviving Corporation shall cause the Paying Agent to mail to each holder of record of Shares that were converted pursuant to Section 2.1(c) into the right to receive the Merger Consideration, (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to such Shares shall pass, only upon proper delivery of the certificates (or (Bevidence of shares in book entry form) less than two Business Days which immediately prior to the Closing Date, then Parent and Effective Time represented outstanding Shares (the Company shall take all necessary actions to cause the applicable Per Share Merger Consideration to be issued “Certificates”) to the applicable holder Paying Agent, and which shall be in such form and shall have such other customary provisions (including customary provisions with respect to delivery of Capital Stock an “agent’s message” with respect to Shares held in book-entry form within two Business Days after such delivery; provided that form) as Parent may reasonably specify) and (ii) instructions for use in effecting the Per Share surrender of the Certificates in exchange for payment of the Merger Consideration shall not be issued with respect to shares Consideration. Upon surrender of Capital Stock represented by a Certificate until for cancellation to the applicable Paying Agent, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions (and such other customary documents as may reasonably be required by the Paying Agent), the holder of such Capital Stock has Certificate shall be entitled to receive in exchange therefor the Merger Consideration for each Share formerly represented by such Certificate, and the Certificate so surrendered such Certificate (or an affidavit shall forthwith be canceled. If payment of loss in lieu thereof) to the Exchange Agent. (iv) If any Per Share Merger Consideration is to be issued made to a person Person other than the holder of Capital Stock Person in whose name the surrendered Certificate or the transferred shares of Capital Stock in book-entry form is registered, it shall be a condition of payment that (x) the Certificate so surrendered shall be accompanied by all documents required to evidence and effect that transfer and (y) the Paying Agent shall be entitled to deduct any applicable Taxes from the Merger Consideration in accordance with Section 2.2(g), unless the Person requesting such payment shall have established to the issuance reasonable satisfaction of the applicable portion of Surviving Corporation that such Per Share Merger Consideration that, in addition to any other requirements set forth in the Exchange Agent Agreement, (A) Tax either such has been paid or is not applicable. Each Certificate shall be properly endorsed or shall otherwise be deemed at any time after the Effective Time to represent only the right to receive upon surrender in proper form for transfer or such share of Capital Stock in book-entry form accordance with this Section 2.2 the Merger Consideration into which the Shares have been converted pursuant to Section 2.1(c). No interest shall be properly transferred and (B) the person requesting such consideration pay paid or accrued on any cash payable to holders of Certificates pursuant to the Exchange Agent any transfer or similar Taxes required as a result provisions of such consideration being issued to a person other than the registered holder of such Certificate or share of Capital Stock in book-entry form or establish to the satisfaction of the Exchange Agent that such transfer or similar Taxes have been paid or are not payablethis Article II.

Exchange Procedures. (i) On the Closing Date and prior to Promptly after the Effective Time, Parent shall deposit, or Newco shall cause its transfer agent and registrar, American Stock Transfer & Trust Company, acting as the exchange agent (the "Exchange Agent"), to mail to the former shareholders of JWCFS appropriate transmittal materials (which shall specify that delivery shall be depositedeffected, with and the risk of loss and title to the certificates theretofore representing shares of JWCFS Common Stock shall pass, only upon proper delivery of such certificates to the Exchange Agent, for the benefit ) advising such holder of the holders effectiveness of Company the Share Exchange and the procedure for surrendering to the Exchange Agent (who may appoint forwarding agents with the approval of Newco) such certificates for exchange into certificates evidencing Newco Common Stock. Each holder of certificates theretofore evidencing shares of JWCFS Common Stock, for exchange upon proper surrender thereof to the Exchange Agent together and in accordance with this Article 3such transmittal form, shall be entitled promptly to receive in exchange therefor certificates evidencing Newco Common Stock deliverable in respect of the number of shares of Parent JWCFS Common Stock sufficient evidenced by the certificates so surrendered, together with all undelivered dividends and distributions in respect of such shares (without interest thereon) pursuant to Section 2.7(b). Newco shall not be obligated to deliver the aggregate Per consideration to which any former holder of JWCFS Common Stock is entitled as a result of the Share Merger Consideration payable Exchange until such holder surrenders such holder's certificate or certificates representing the shares of JWCFS Common Stock for exchange as provided in this Section 2.7(a). The certificate or certificates of JWCFS Common Stock so surrendered shall be duly endorsed as the Exchange Agent may require. Any other provision of this Agreement notwithstanding, neither Newco nor the Exchange Agent shall be liable to a holder of JWCFS Common Stock for any amounts paid or property delivered in good faith to a public official pursuant to this Agreement (such shares of Parent Common Stock being hereinafter referred to as the “Exchange Fund”)any applicable abandoned property law. (ii) Parent Promptly after the Effective Time, Newco shall deliver, or cause the Exchange AgentAgent to promptly deliver to, each of the Genesis Members certificates evidencing Newco Common Stock (and cash in lieu of any fractional share) deliverable to such Genesis Member pursuant to irrevocable instructionsSection 2.4, to pay such Per Share Merger Consideration out of the Exchange Fund in accordance with the Merger Payment Schedule and the other applicable provisions contained in this Agreement. The Exchange Fund shall not be used for any other purpose. (iii) If the Merger Payment Schedule is if there has -- been delivered to Newco the Exchange Agent in accordance with Section 3.2(icertificates representing (or other instruments or evidence of ownership of) on or prior to the date that is (A) at least two Business Days prior to the Closing Date, then Parent and the Company shall take reasonable steps to cause the applicable Per Share Merger Consideration to be issued to the applicable holder of Capital Stock in book-entry form as soon as reasonably practicable, but in no event more than two Business Days, following the Closing Date, or (B) less than two Business Days prior to the Closing Date, then Parent and the Company shall take all necessary actions to cause the applicable Per Share Merger Consideration to be issued to the applicable holder of Capital Stock in book-entry form within two Business Days after such delivery; provided that the Per Share Merger Consideration shall not be issued with respect to shares of Capital Stock represented by a Certificate until the applicable holder Genesis Membership Interests of such Capital Stock has surrendered such Certificate Genesis Member (properly endorsed for transfer to (or an affidavit of loss in lieu otherwise legally sufficient to convey ownership thereof) to the Exchange AgentNewco. (iv) If any Per Share Merger Consideration is to be issued to a person other than the holder of Capital Stock in whose name the surrendered Certificate or the transferred shares of Capital Stock in book-entry form is registered, it shall be a condition to the issuance of the applicable portion of such Per Share Merger Consideration that, in addition to any other requirements set forth in the Exchange Agent Agreement, (A) either such Certificate shall be properly endorsed or shall otherwise be in proper form for transfer or such share of Capital Stock in book-entry form shall be properly transferred and (B) the person requesting such consideration pay to the Exchange Agent any transfer or similar Taxes required as a result of such consideration being issued to a person other than the registered holder of such Certificate or share of Capital Stock in book-entry form or establish to the satisfaction of the Exchange Agent that such transfer or similar Taxes have been paid or are not payable.

Exchange Procedures. Promptly after the Effective Time, NDC and ------------------- Source shall cause the exchange agent selected by NDC (ithe "Exchange Agent") On the Closing Date to mail to each holder of record of a certificate or certificates which represented shares of Source Common Stock and Source Preferred Stock immediately prior to the Effective TimeTime (the "Certificates") appropriate transmittal materials and instructions (which shall specify that delivery shall be effected, Parent and risk of loss and title to such Certificates shall depositpass, only upon proper delivery of such Certificates to the Exchange Agent). The Certificate or Certificates of Source Common Stock or Source Preferred Stock so delivered shall cause be duly endorsed as the Exchange Agent may require. In the event of a transfer of ownership of shares of Source Common Stock or Source Preferred Stock represented by Certificates that are not registered in the transfer records of Source, the consideration provided in Section 3.1 may be issued to be deposited, with a transferee if the Certificates representing such shares are delivered to the Exchange Agent, for the benefit of the holders of Company Common Stock, for exchange in accordance with this Article 3, the number of shares of Parent Common Stock sufficient accompanied by all documents required to deliver the aggregate Per Share Merger Consideration payable pursuant to this Agreement (evidence such shares of Parent Common Stock being hereinafter referred to as the “Exchange Fund”). (ii) Parent shall cause the Exchange Agent, pursuant to irrevocable instructions, to pay such Per Share Merger Consideration out of the Exchange Fund in accordance with the Merger Payment Schedule transfer and the other applicable provisions contained in this Agreement. The Exchange Fund shall not be used for any other purpose. (iii) If the Merger Payment Schedule is delivered by evidence satisfactory to the Exchange Agent that any applicable stock transfer taxes have been paid. If any Certificate shall have been lost, stolen, mislaid or destroyed, upon receipt of (i) an affidavit of that fact from the holder claiming such Certificate to be lost, mislaid, stolen or destroyed, (ii) such bond, security or indemnity as NDC and the Exchange Agent may reasonably require and (iii) any other documents necessary to evidence and effect the bona fide exchange thereof, the Exchange Agent shall issue to such holder the consideration into which the shares represented by such lost, stolen, mislaid or destroyed Certificate shall have been converted. The Exchange Agent may establish such other reasonable and customary rules and procedures in accordance connection with its duties as it may deem appropriate. After the Effective Time, each holder of shares of Source Common Stock and Source Preferred Stock (other than shares to be canceled pursuant to Section 3.2(i3.6 or as to which statutory dissenters' rights have been perfected as provided in Section 3.7) on issued and outstanding at the Effective Time shall surrender the Certificate or prior Certificates representing such shares to the date that is Exchange Agent and shall promptly upon surrender thereof receive in exchange therefor the consideration provided in Section 3.1, together with all undelivered dividends or distributions in respect of such shares (Awithout interest thereon) at least two Business Days prior pursuant to Section 4.2. To the Closing Dateextent required by Section 3.8, then Parent and the Company shall take reasonable steps to cause the applicable Per Share Merger Consideration to be issued to the applicable each holder of Capital shares of Source Common Stock and Source Preferred Stock issued and outstanding at the Effective Time also shall receive, upon surrender of the Certificate or Certificates, cash in book-entry form as soon as reasonably practicable, but in no event more than two Business Days, following the Closing Date, or lieu of any fractional share of NDC Common Stock to which such holder may be otherwise entitled (B) less than two Business Days prior to the Closing Date, then Parent and the Company shall take all necessary actions to cause the applicable Per Share Merger Consideration to be issued to the applicable holder of Capital Stock in book-entry form within two Business Days after such delivery; provided that the Per Share Merger Consideration without interest). NDC shall not be issued with respect obligated to shares of Capital Stock represented by a Certificate until deliver the applicable consideration to which any former holder of Source Common Stock or Source Preferred Stock is entitled as a result of the Merger until such Capital holder surrenders such holder's Certificate or Certificates for exchange as provided in this Section 4.1. Any other provision of this Agreement notwithstanding, neither NDC, the Surviving Corporation nor the Exchange Agent shall be liable to a holder of Source Common Stock has surrendered such Certificate (or an affidavit Source Preferred Stock for any amounts paid or property delivered in good faith to a public official pursuant to any applicable abandoned property, escheat or similar Law. Adoption of loss in lieu thereof) to this Agreement by the stockholders of Source shall constitute ratification of the appointment of the Exchange Agent. (iv) If any Per Share Merger Consideration is to be issued to a person other than the holder of Capital Stock in whose name the surrendered Certificate or the transferred shares of Capital Stock in book-entry form is registered, it shall be a condition to the issuance of the applicable portion of such Per Share Merger Consideration that, in addition to any other requirements set forth in the Exchange Agent Agreement, (A) either such Certificate shall be properly endorsed or shall otherwise be in proper form for transfer or such share of Capital Stock in book-entry form shall be properly transferred and (B) the person requesting such consideration pay to the Exchange Agent any transfer or similar Taxes required as a result of such consideration being issued to a person other than the registered holder of such Certificate or share of Capital Stock in book-entry form or establish to the satisfaction of the Exchange Agent that such transfer or similar Taxes have been paid or are not payable.

Exchange Procedures. (i) On At or promptly after the Closing Date and Effective Time, SHC shall cause the Exchange Agent to mail to each holder of record of a Frankfort First Certificate, other than holders of Dissenting Shares, which immediately prior to the Effective Time, Parent shall deposit, or shall cause Time of Merger represented outstanding shares of Frankfort First Common Stock and which was not submitted to be deposited, with the Exchange AgentAgent with a duly executed and completed Form of Election: (A) a letter of transmittal ("Letter of Transmittal") which shall specify that delivery shall be effected, for and risk of loss and title to the benefit Frankfort First Certificates shall pass, only upon delivery of the holders Frankfort First Certificates to the Exchange Agent and which shall be in such form and have such other customary provisions as SHC may reasonably specify and which are reasonably acceptable to Frankfort First; and (B) instructions to effect the surrender of Company the Frankfort First Certificates in exchange for cash or shares of SHC Common Stock, for exchange or both, as described in accordance with this Article 3, the number of shares of Parent Common Stock sufficient to deliver the aggregate Per Share Merger Consideration payable pursuant to this Agreement (such shares of Parent Common Stock being hereinafter referred to as the “Exchange Fund”)Agreement. (ii) Parent Upon surrender of a Frankfort First Certificate for cancellation to the Exchange Agent together with either a Form of Election or a Letter of Transmittal, in each case duly executed, and with such other documents as the Exchange Agent may reasonably require, the holder of such Frankfort First Certificate shall be entitled to receive, and SHC shall cause the Exchange Agent, Agent to promptly deliver in exchange therefor after the Effective Time: (A) a certificate representing that number of whole shares of SHC Common Stock to which such holder is entitled to receive in respect of such Frankfort First Certificate pursuant to irrevocable instructions, to pay such Per Share Merger Consideration out Section 2.8 of the Exchange Fund in accordance with the Merger Payment Schedule and the other applicable provisions contained in this Agreement; and (B) a check representing the cash that such holder is entitled to receive in respect of such Frankfort First Certificate pursuant to Section 2.8 of this Agreement; and (C) a check for any Fraction Payment. The Exchange Fund Frankfort First Certificate so surrendered shall not forthwith be used for canceled; provided, however, that fractional share interests of any other purposeone holder shall be aggregated to maximize the number of whole shares of SHC Common Stock to be issued and minimize the Fraction Payments. (iii) If In the Merger Payment Schedule event of a transfer of ownership of shares of Frankfort First Common Stock which is not registered in the transfer records of Frankfort First, a certificate representing the proper number of shares of SHC Common Stock, a check for the proper amount of cash that such holder is entitled to receive in respect of such Frankfort First Certificate pursuant to Section 2.8 of this Agreement and any Fraction Payment, shall be delivered to the Exchange Agent in accordance with Section 3.2(i) on or prior to transferee if the date that is (A) at least two Business Days prior to the Closing Date, then Parent and the Company shall take reasonable steps to cause the applicable Per Share Merger Consideration to be issued to the applicable holder of Capital Stock in book-entry form as soon as reasonably practicable, but in no event more than two Business Days, following the Closing Date, or (B) less than two Business Days prior to the Closing Date, then Parent and the Company shall take all necessary actions to cause the applicable Per Share Merger Consideration to be issued to the applicable holder of Capital Stock in book-entry form within two Business Days after Frankfort First Certificate which represented such delivery; provided that the Per Share Merger Consideration shall not be issued with respect to shares of Capital Frankfort First Common Stock represented by a Certificate until the applicable holder of such Capital Stock has surrendered such Certificate (or an affidavit of loss in lieu thereof) is presented to the Exchange Agent, accompanied by all documents required to evidence and effect such transfer and by evidence that any applicable stock transfer taxes have been paid. (iv) If any Per Share Merger Consideration is No interest will be paid or accrued on the cash and shares of SHC Common Stock to be issued pursuant to a person other than this Agreement, the holder cash in lieu of Capital Stock in whose name fractional shares, if any, and unpaid dividends and distributions on the surrendered Certificate or the transferred shares of Capital Stock SHC Common Stock, if any, payable to Frankfort First Shareholders. (v) If any Frankfort First Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person claiming such Frankfort First Certificate to be lost, stolen or destroyed and, if required by SHC in book-entry form is registeredits reasonable discretion, the posting by such Person of a bond in such reasonable amount as SHC may direct as indemnity against any claim that may be made against it shall be a condition with respect to the issuance of the applicable portion of such Per Share Merger Consideration thatFrankfort First Certificate, in addition to any other requirements set forth in the Exchange Agent will deliver in exchange for such lost, stolen or destroyed Frankfort First Certificate, a certificate representing the proper number of shares of SHC Common Stock and a check for the cash, in each case that such Frankfort First Shareholder has the right to receive pursuant to Section 2.8 of this Agreement, and the Fraction Payment, if any, with respect to the shares of Frankfort First Common Stock formerly represented thereby, and unpaid dividends and distributions on the shares of SHC Common Stock, if any, as provided in this Article II of this Agreement. (Avi) either such Certificate Until surrendered as contemplated by this Section 2.9 of this Agreement, each Frankfort First Certificate, other than Dissenting Shares, shall be deemed at all times after the Effective Time to represent only the right to receive upon surrender only the cash or shares of SHC Common Stock, or both, and any Fraction Payment. (vii) Dissenting Shares as to which appraisal rights have been properly endorsed or shall otherwise be in proper form for transfer or such share of Capital Stock in book-entry form perfected shall be properly transferred and (B) treated in the person requesting such consideration pay to the Exchange Agent any transfer or similar Taxes required as a result of such consideration being issued to a person other than the registered holder of such Certificate or share of Capital Stock manner provided in book-entry form or establish to the satisfaction of the Exchange Agent that such transfer or similar Taxes have been paid or are not payableSection 2.12.

Exchange Procedures. (ia) On the Closing Date and prior to As soon as reasonably practicable after the Effective Time, the Exchange Agent shall mail to each holder of record of a Company Certificate a form of letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Company Certificates shall pass, only upon delivery of the Company Certificates to the Exchange Agent) and instructions for use in effecting the surrender of the Company Certificates in exchange for certificates representing the shares of Parent Common Stock and cash in lieu of fractional shares of Parent Common Stock, if any, into which the shares of Company Common Stock represented by such Company Certificate or Company Certificates shall deposit, or shall cause have been converted pursuant to be deposited, with this Agreement. Upon proper surrender of a Company Certificate for exchange and cancellation to the Exchange Agent, for the benefit together with a properly completed letter of the holders of Company Common Stocktransmittal, for exchange in accordance with this Article 3duly executed, the holder of such Company Certificate shall be entitled to receive in exchange therefor a certificate representing that number of shares of Parent Common Stock sufficient (if any) to deliver the aggregate Per Share Merger Consideration payable which such former holder of Company Common Stock shall have become entitled pursuant to the provisions of this Agreement Article III, a check representing the amount of cash (such if any) payable in lieu of fractional shares of Parent Common Stock being hereinafter referred which such former holder has the right to as receive in respect of the “Exchange Fund”Company Certificate surrendered pursuant to the provisions of this Article III, and any dividends or other distributions to which such holder shall have become entitled pursuant to Section 3.6(b), and the Company Certificate so surrendered shall forthwith be cancelled. No interest will be paid or accrued on the cash payable in lieu of fractional shares. (iib) No dividends or other distributions with respect to Parent Common Stock with a record date after the Effective Time shall cause be paid to the Exchange Agent, pursuant to irrevocable instructions, to pay holder of any unsurrendered Company Certificate until the holder thereof shall surrender such Per Share Merger Consideration out of the Exchange Fund Company Certificate in accordance with this Article III. After the Merger Payment Schedule surrender of a Company Certificate in accordance with this Article III, the record holder thereof shall be entitled to receive any such dividends or other distributions, without any interest thereon, with a record date after the Effective Time and the other applicable provisions contained in this Agreement. The Exchange Fund shall not be used for any other purposewhich theretofore had become payable with respect to whole shares of Parent Common Stock represented by such Company Certificate. (iii) If the Merger Payment Schedule is delivered to the Exchange Agent in accordance with Section 3.2(i) on or prior to the date that is (A) at least two Business Days prior to the Closing Date, then Parent and the Company shall take reasonable steps to cause the applicable Per Share Merger Consideration to be issued to the applicable holder of Capital Stock in book-entry form as soon as reasonably practicable, but in no event more than two Business Days, following the Closing Date, or (B) less than two Business Days prior to the Closing Date, then Parent and the Company shall take all necessary actions to cause the applicable Per Share Merger Consideration to be issued to the applicable holder of Capital Stock in book-entry form within two Business Days after such delivery; provided that the Per Share Merger Consideration shall not be issued with respect to shares of Capital Stock represented by a Certificate until the applicable holder of such Capital Stock has surrendered such Certificate (or an affidavit of loss in lieu thereof) to the Exchange Agent. (ivc) If any Per Share Merger Consideration certificate representing shares of Parent Common Stock is to be issued to a person other than the holder of Capital Stock in whose name the surrendered Certificate or the transferred shares of Capital Stock in book-entry form is registered, it shall be a condition to the issuance of the applicable portion of such Per Share Merger Consideration that, in addition to any other requirements set forth in the Exchange Agent Agreement, (A) either such Certificate shall be properly endorsed or shall otherwise be in proper form for transfer or such share name of Capital Stock in book-entry form shall be properly transferred and (B) the person requesting such consideration pay to the Exchange Agent any transfer or similar Taxes required as a result of such consideration being issued to a person other than the registered holder of the Certificate surrendered in exchange therefor, it shall be a condition of the issuance thereof that the Company Certificate so surrendered shall be properly endorsed (or accompanied by an appropriate instrument of transfer) and otherwise in proper form for transfer, and that the person requesting such Certificate exchange shall pay to the Exchange Agent in advance any applicable stock transfer or share of Capital Stock in book-entry form other Taxes or shall establish to the reasonable satisfaction of the Exchange Agent that such transfer or similar Taxes have been paid or are not payable. (d) At and after the Effective Time, there shall be no transfers on the stock transfer books of the Company of the shares of Company Common Stock that were issued and outstanding immediately prior to the Effective Time. If, after the Effective Time, Company Certificates representing such shares are presented for transfer to Parent, the Surviving Company or the Exchange Agent, they shall be cancelled and exchanged for the Merger Consideration as provided in this Article III. (e) Any portion of the Exchange Fund that remains unclaimed by the shareholders of the Company for twelve months after the Effective Time shall be paid, at the request of Parent, to Parent. Any shareholders of the Company who have not theretofore complied with this Article III shall thereafter look only to Parent for payment of the Merger Consideration and unpaid dividends and distributions on the Parent Common Stock deliverable in respect of each share of Company Common Stock held by such shareholder at the Effective Time as determined pursuant to this Agreement, in each case, without any interest thereon. Notwithstanding anything to the contrary contained herein, none of Parent, the Company, the Exchange Agent or any other person shall be liable to any former holder of shares of Company Common Stock for any amount properly delivered to a public official pursuant to applicable abandoned property, escheat or similar laws. (f) In the event any Company Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming such Company Certificate to be lost, stolen or destroyed and, if required by Parent, the posting by such person of a bond in such amount as Parent may determine is reasonably necessary as indemnity against any claim that may be made against it with respect to such Company Certificate, the Exchange Agent will issue in exchange for such lost, stolen or destroyed Company Certificate the Merger Consideration deliverable in respect thereof pursuant to this Agreement. (g) Parent or the Exchange Agent will be entitled to deduct and withhold from the consideration otherwise payable pursuant to this Agreement to any holder of Company Common Stock such amounts as Parent or the Exchange Agent are required to deduct and withhold with respect to the making of such payment under the Code, or any applicable provision of any other U.S. federal, state, local or non-U.S. tax Law. To the extent that such amounts are properly withheld by Parent or the Exchange Agent, such withheld amounts will be treated for all purposes of this Agreement as having been paid to the holder of Company Common Stock in respect of whom such deduction and withholding were made by Parent or the Exchange Agent.

Exchange Procedures. (i) On the Closing Date and prior to Promptly after the Effective Time, Parent Acquiror shall depositdeliver to each record holder of Company Stock at the Effective Time a letter of transmittal (which shall specify that delivery shall be effected, or and risk of loss and title to the Certificates shall cause pass, only upon delivery of the Certificates to Acquiror and shall be depositedin such form and contain such other provisions as the Company and Acquiror shall agree) (the "Letter of Transmittal"). Upon surrender of a Certificate for cancellation to the Acquiror, together with such Letter of Transmittal, duly executed, the holder of such Certificate shall be entitled to receive in exchange therefor a certificate representing that number of whole Acquiror Shares that such holder has the right to receive pursuant to the provisions of this Article I, less the Escrow Shares attributable to such holder that will be issued and deposited with the Exchange Agent, Escrow Agent for the benefit account of such holder, and the Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of Company Stock that is not registered in the transfer records of the holders Company, a certificate evidencing the proper number of Acquiror Shares may be issued to the transferee if the Certificate evidencing the Company Common StockStock shall be surrendered to the Acquiror, accompanied by all documents required to evidence and effect such transfer and by evidence that any applicable stock transfer taxes have been paid. Until surrendered for exchange in accordance with the provisions of this Article 3Section 1.07(a), the number of each Certificate theretofore representing Converted Shares (other than shares of Parent Common Company Stock sufficient to deliver the aggregate Per Share Merger Consideration payable be canceled pursuant to Section 1.06(c) of this Agreement (such shares of Parent Common Stock being hereinafter referred Agreement) shall from and after the Effective Time represent for all purposes only the right to receive the Acquisition Consideration as the “Exchange Fund”). (ii) Parent shall cause the Exchange Agent, pursuant to irrevocable instructions, to pay such Per Share Merger Consideration out of the Exchange Fund in accordance with the Merger Payment Schedule and the other applicable provisions contained set forth in this Agreement. The Exchange Fund shall not be used for If any other purpose. (iii) If the Merger Payment Schedule is delivered to the Exchange Agent in accordance with Section 3.2(i) on or prior to the date that is (A) at least two Business Days prior to the Closing Date, then Parent and the Company shall take reasonable steps to cause the applicable Per Share Merger Consideration to be issued to the applicable holder of Capital Stock Converted Shares shall be unable to surrender such holder's Certificates because such Certificates have been lost or destroyed, such holder may deliver in book-entry form as soon as reasonably practicable, but in no event more than two Business Days, following the Closing Date, or (B) less than two Business Days prior to the Closing Date, then Parent and the Company shall take all necessary actions to cause the applicable Per Share Merger Consideration to be issued to the applicable holder of Capital Stock in book-entry form within two Business Days after such delivery; provided that the Per Share Merger Consideration shall not be issued with respect to shares of Capital Stock represented by a Certificate until the applicable holder of such Capital Stock has surrendered such Certificate (or lieu thereof an affidavit of loss and indemnity bond in lieu thereof) form and substance and with surety reasonably satisfactory to the Exchange Agent. (iv) If any Per Share Merger Consideration is to be issued to a person other than the holder of Capital Stock in whose name the surrendered Certificate or the transferred shares of Capital Stock in book-entry form is registered, it Acquiror. No interest shall be a condition paid on any Acquisition Consideration payable to the issuance former holders of the applicable portion of such Per Share Merger Consideration that, in addition to any other requirements set forth in the Exchange Agent Agreement, (A) either such Certificate shall be properly endorsed or shall otherwise be in proper form for transfer or such share of Capital Stock in book-entry form shall be properly transferred and (B) the person requesting such consideration pay to the Exchange Agent any transfer or similar Taxes required as a result of such consideration being issued to a person other than the registered holder of such Certificate or share of Capital Stock in book-entry form or establish to the satisfaction of the Exchange Agent that such transfer or similar Taxes have been paid or are not payableConverted Shares.

Exchange Procedures. (a) As promptly as practicable and in any event within two (2) Business Days after the First Effective Time, the Exchange Agent shall mail to each holder of record of a Certificate or Certificates that, immediately prior to the First Effective Time, represented outstanding Shares subsequently converted into the right to receive the Merger Consideration, as set forth in Section 2.04 (i) On the Closing Date a letter of transmittal (a “Letter of Transmittal”) that (A) shall specify that delivery shall be effected and prior risk of loss and title to the Effective Time, Parent Certificates shall deposit, or shall cause to be deposited, with the Exchange Agent, for the benefit pass only upon proper delivery of the holders of Company Common Stock, for exchange in accordance with this Article 3, the number of shares of Parent Common Stock sufficient to deliver the aggregate Per Share Merger Consideration payable pursuant to this Agreement (such shares of Parent Common Stock being hereinafter referred to as the “Exchange Fund”). (ii) Parent shall cause the Exchange Agent, pursuant to irrevocable instructions, to pay such Per Share Merger Consideration out of the Exchange Fund in accordance with the Merger Payment Schedule and the other applicable provisions contained in this Agreement. The Exchange Fund shall not be used for any other purpose. (iii) If the Merger Payment Schedule is delivered Certificates to the Exchange Agent in accordance with Section 3.2(i) on or prior to the date that is (A) at least two Business Days prior to the Closing Date, then Parent and the Company shall take reasonable steps to cause the applicable Per Share Merger Consideration to be issued to the applicable holder of Capital Stock in book-entry form as soon as reasonably practicable, but in no event more than two Business Days, following the Closing Date, or (B) less than two Business Days prior to the Closing Date, then Parent and the Company shall take all necessary actions to cause the applicable Per Share Merger Consideration to be issued to the applicable holder of Capital Stock in book-entry form within two Business Days after such delivery; provided that the Per Share Merger Consideration shall not be issued with respect to shares of Capital Stock represented by a Certificate until the applicable holder of such Capital Stock has surrendered such Certificate (or an affidavit of loss in lieu thereof, together with any bond or indemnity agreement, as contemplated by Section 3.06) and (B) shall be in such form and have such other provisions as the Surviving Company may specify, subject to the Company’s reasonable approval (to be sought prior to the First Effective Time) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the applicable Merger Consideration. (b) Upon surrender of a Certificate for cancellation to the Exchange Agent. , together with a Letter of Transmittal, duly completed and executed, and any other documents reasonably required by the Exchange Agent or the Surviving Company, (ivi) If any Per Share Merger Consideration is to be issued to a person other than the holder of Capital Stock in whose name the surrendered Certificate or the transferred shares of Capital Stock in book-entry form is registered, it shall be a condition to the issuance of the applicable portion of such Per Share Merger Consideration that, in addition to any other requirements set forth in the Exchange Agent Agreement, (A) either such Certificate shall be entitled to receive in exchange therefor the Merger Consideration that such holder has the right to receive pursuant to Section 2.04 and (ii) the Certificate so surrendered shall forthwith be canceled. No interest will be paid or accrued on the Merger Consideration payable upon surrender of the Certificates. Until surrendered as contemplated by this Section 3.02, each such Certificate shall be deemed at any time after the First Effective Time to represent only the right to receive upon such surrender the applicable Merger Consideration. (c) Notwithstanding anything to the contrary contained in this Agreement, any holder of Book-Entry Shares shall not be required to deliver a Certificate or an executed Letter of Transmittal to the Exchange Agent to receive the Merger Consideration that such holder is entitled to receive pursuant to this Article III. In lieu thereof, each holder of record of one or more Book-Entry Shares whose Shares were converted into the right to receive the Merger Consideration shall automatically upon the First Effective Time (or, at any later time at which such Book-Entry Shares shall be so converted) be entitled to receive, and Parent shall cause the Exchange Agent to pay and deliver as promptly as practicable and in any event within three (3) Business Days after the First Effective Time, the Merger Consideration to which such holder is entitled to receive pursuant to this Article III. (d) In the event of a transfer of ownership of Shares that is not registered in the transfer records of the Company, the appropriate amount of the Merger Consideration may be paid to a transferee if the Certificate representing such Shares is presented to the Exchange Agent properly endorsed or shall accompanied by appropriate stock powers and otherwise be in proper form for transfer or such share of Capital Stock in book-entry form shall be properly transferred and (B) the person requesting such consideration pay to accompanied by all documents reasonably required by the Exchange Agent to evidence and effect such transfer and to evidence that any transfer applicable Taxes have been paid. (e) Notwithstanding anything to the contrary contained in this Agreement, no fractional shares of Parent Common Stock shall be issued in connection with the First Merger and no dividends or similar Taxes required other distributions with respect to Parent Common Stock shall be payable on or with respect to any fractional share and no such fractional share will entitle the owner thereof to vote or to any rights of a shareholder of Parent. As promptly as a result practicable after the First Effective Time, the Exchange Agent, acting as agent for the holders of such consideration being issued Shares who would otherwise have been entitled to a person other than fraction of a share of Parent Common Stock, shall aggregate all fractional shares of Parent Common Stock that would otherwise be issued pursuant to Section 2.04 and cause them to be sold on the registered New York Stock Exchange at then-prevailing prices and, in lieu of the issuance of any such fractional share, any holder of such Certificate or Shares who would otherwise have been entitled to a fraction of a share of Capital Parent Common Stock shall have the right to receive an amount equal such holder’s proportionate interest in book-entry form or establish to the satisfaction of net proceeds from the sale by the Exchange Agent that of shares of such transfer or similar Taxes have been paid or are not payableParent Common Stock, rounded to the nearest ▇▇▇▇▇, without interest.

Exchange Procedures. (i) On the Closing Date and prior to the Effective Time, Parent shall deposit, or shall cause to be deposited, with the Exchange Agent, for the benefit of the holders of Company Common Stock, for exchange in accordance with this Article 3, the number of shares of Parent Common Stock sufficient to deliver the aggregate Per Share Merger Consideration payable pursuant to this Agreement (such shares of Parent Common Stock being hereinafter referred to as the “Exchange Fund”). (ii) Parent shall cause the Exchange Agent, pursuant to irrevocable instructions, to pay such Per Share Merger Consideration out of the Exchange Fund in accordance with the Merger Payment Schedule and the other applicable provisions contained in this Agreement. The Exchange Fund shall not be used for any other purpose. (iii) If the Merger Payment Schedule is delivered to the Exchange Agent in accordance with Section 3.2(i) on or prior to the date that is (A) at least two Business Days Not more than 90 days nor fewer than 30 days prior to the Closing Date, then Parent the Exchange Agent will mail a form of election (the "Form of Election") to holders of record of shares of SCANA Common Stock and the Company shall take reasonable steps to cause the applicable Per Share Merger Consideration to be issued to the applicable holder holders of Capital record of shares of PSNC Common Stock (as of a record date as close as practicable to the date of mailing and mutually agreed to by PSNC and SCANA). In addition, the Exchange Agent will use its best efforts to make the Form of Election available to the persons (as defined in book-entry form as soon as reasonably practicable, but in no event more than two Business Days, following Section 2.3(f)) who become shareholders of SCANA or PSNC during the period between such record date and the Closing Date. Any election to receive SCANA Merger Consideration contemplated by Section 2.1(e) or PSNC Cash Consideration contemplated by Section 2.2(d) will have been properly made only if the Exchange Agent shall have received at its designated office or offices, or (B) less than two Business Days prior to by 5:00 p.m., New York City time, on the fifth business day immediately preceding the Closing DateDate (the "Election Deadline"), then Parent a Form of Election properly completed and the Company shall take all necessary actions to cause the applicable Per Share Merger Consideration to be issued to the applicable holder of Capital Stock in book-entry form within two Business Days after such delivery; provided that the Per Share Merger Consideration shall not be issued with respect to shares of Capital Stock represented accompanied by a SCANA Certificate until or a PSNC Certificate, as the applicable holder case may be (together or as applicable, "Certificate(s)") for the shares to which such Form of such Capital Stock has surrendered such Certificate Election relates, duly endorsed in blank or otherwise acceptable for transfer on the books of SCANA or PSNC, as the case may be (or an affidavit appropriate guarantee of loss delivery), as set forth in lieu thereofsuch Form of Election. An election may be revoked only by written notice received by the Exchange Agent prior to 5:00 p.m., New York City time, on the Election Deadline. In addition, all elections shall automatically be revoked if the Exchange Agent is notified in writing by SCANA and PSNC that either of the Mergers has been abandoned. If an election is so revoked, the Certificate(s) (or guarantee of delivery, as appropriate) to which such election relates will be promptly returned to the person submitting the same to the Exchange Agent. SCANA shall have the discretion, which it may delegate in whole or in part to the Exchange Agent, to determine whether Forms of Election have been properly completed, signed and submitted or revoked pursuant to this Article II, and to disregard immaterial defects in Forms of Election. The decision of SCANA (or the Exchange Agent) in such matters shall be conclusive and binding (ii) As soon as reasonably practicable after the Effective Time of the First Merger, with respect to the First Merger, and after the Effective Time of the Second Merger, with respect to the Second Merger (together or as applicable, the "Effective Time"), the Exchange Agent will mail to each holder of record of a Certificate, whose shares of SCANA Common Stock or PSNC Common Stock (collectively, the "Shares") were converted into the right to receive SCANA Merger Consideration or PSNC Merger Consideration (together, the "Merger Consideration") and who failed to return a properly completed Form of Election, (i) a letter of transmittal (which will specify that delivery will be effected, and risk of loss and title to the Certificates will pass, only upon delivery of the Certificates to the Exchange Agent and will be in such form and have such other provisions as SCANA and PSNC may specify consistent with this Agreement) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the Merger Consideration. (iviii) If any Per Share At the Effective Time, with respect to properly made elections in accordance with Section 2.3(b)(i), and upon surrender in accordance with Section 2.3(b)(ii) of a Certificate of cancellation to the Exchange Agent or to such other agent or agents as may be appointed by SCANA and PSNC, 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 will be entitled to receive in exchange therefor the Merger Consideration is that such holder has the right to receive pursuant to the provisions of this Article II, and the Certificate so surrendered will forthwith be canceled. In the event of a transfer of ownership of Shares that are not registered in the transfer records of SCANA or PSNC, as the case may be, payment may be issued to a person other than the holder of Capital Stock person in whose name the Certificate so surrendered Certificate or the transferred shares of Capital Stock in book-entry form is registered, it shall be a condition to the issuance of the applicable portion of such Per Share Merger Consideration that, in addition to any other requirements set forth in the Exchange Agent Agreement, (A) either registered if such Certificate shall be is properly endorsed or shall otherwise be in proper form for transfer or such share of Capital Stock in book-entry form shall be properly transferred and (B) the person requesting such consideration pay to the Exchange Agent issuance pays any transfer or similar Taxes other taxes required as a result by reason of such consideration being issued payment to a person other than the registered holder of such Certificate or share of Capital Stock in book-entry form or establish establishes to the satisfaction of the Exchange Agent SCANA and PSNC that such transfer or similar Taxes have tax has been paid or are is not payableapplicable. Until surrendered as contemplated by this Section 2.3, each Certificate will be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration that the holder thereof has the right to receive in respect of such Certificate pursuant to the provisions of this Article II. No interest will be paid or will accrue on any cash payable to holders of Certificates pursuant to the provisions of this Article II.

Exchange Procedures. (ia) On At and after the Closing Date Effective Time, each certificate representing shares of BDC Common Stock (“Certificate Share”) and each book-entry share which immediately prior to the Effective Time represented the shares of BDC Common Stock (“Book-Entry Shares”) shall represent only the right to receive the Merger Consideration in accordance with the terms of this Agreement. Collectively, the Certificate Shares and Book-Entry Shares are referred to as the “Old Shares.” (b) At least thirty (30) days prior to the Effective Time, Parent Merchants shall deposit, or shall cause deliver to BDC the form letter of transmittal Merchants desires be deposited, delivered with the Exchange AgentOld Shares, as well as any instructions for the benefit of the holders of Company Common Stock, for exchange in accordance with this Article 3, the number delivery of shares of Parent BDC Common Stock sufficient at the Effective Time. Prior to deliver the aggregate Per Share Merger Consideration payable pursuant Effective Time, BDC shall collect from the shareholders of BDC the fully executed transmittal letters, any certificates representing the Old Shares, and such other documentation as may reasonably be requested by Merchants (including any bond or other indemnity satisfactory to this Agreement Merchants if any of such certificates are lost, stolen or destroyed) (such shares of Parent Common Stock being hereinafter referred to as collectively, the “Exchange FundTransmittal Documents”). (iic) Parent At the Effective Time, BDC shall cause deliver to Merchants the Exchange AgentTransmittal Documents, and each holder of shares of BDC Common Stock that have been converted into the right to receive the Merger Consideration shall be entitled to receive the Merger Consideration in respect of the BDC Common Stock represented by the Transmittal Documents for such holder. No interest will be paid on any Merger Consideration that any such holder shall be entitled to receive pursuant to irrevocable instructionsthis Article II. (d) The stock transfer books of BDC shall be closed immediately upon the Effective Time and from and after the Effective Time there shall be no transfers on the stock transfer records of BDC of any shares of BDC Common Stock. If, after the Effective Time, Old Shares are presented to pay such Per Share Merchants, they shall be canceled and exchanged for the Merger Consideration out of the Exchange Fund deliverable in respect thereof pursuant to this Agreement in accordance with the Merger Payment Schedule and the other applicable provisions contained procedures set forth in this Agreement. The Exchange Fund shall not be used for any other purposeSection 2.02. (iiie) Merchants shall be entitled to rely upon BDC’s stock transfer books to establish the identity of those individuals, partnerships, corporations, trusts, joint ventures, organizations or other entities (each, a “Person”) entitled to receive the Merger Consideration, which books shall be conclusive with respect thereto. In the event of a dispute with respect to ownership of stock represented by any Old Share, Merchants shall be entitled to deposit any Merger Consideration represented thereby in escrow with an independent third party and thereafter be relieved from any and all liability with respect to any claims thereto. (f) If any Old Share shall have been lost, stolen, or destroyed, upon the making of an affidavit of that fact by the Person claiming such Old Share to be lost, stolen, or destroyed and, if required by Merchants, the posting by such Person of a bond or other indemnity satisfactory to Merchants as indemnity against any claim that may be made against it with respect to such Old Share, Merchants will issue in exchange for such lost, stolen, or destroyed Old Share the Merger Payment Schedule is delivered Consideration deliverable in respect thereof pursuant to Section 2.01 hereof. (g) Notwithstanding anything in this Agreement to the Exchange Agent contrary, at the Effective Time, all shares of BDC Common Stock that are held as treasury stock of BDC or owned by Merchants (other than shares held in accordance with Section 3.2(ia fiduciary capacity or in satisfaction of a debt previously contracted) on or prior shall be cancelled and shall cease to the date that is (A) at least two Business Days prior to the Closing Date, then Parent exist and the Company shall take reasonable steps to cause the applicable Per Share Merger Consideration to be issued to the applicable holder of Capital Stock in book-entry form as soon as reasonably practicable, but in no event more than two Business Days, following the Closing Date, or (B) less than two Business Days prior to the Closing Date, then Parent and the Company shall take all necessary actions to cause the applicable Per Share Merger Consideration to be issued to the applicable holder of Capital Stock in book-entry form within two Business Days after such delivery; provided that the Per Share Merger Consideration shall not be issued with respect to shares of Capital Stock represented by a Certificate until the applicable holder of such Capital Stock has surrendered such Certificate (or an affidavit of loss in lieu thereof) to the Exchange Agentexchanged therefor. (ivh) If Notwithstanding the foregoing, no party hereto shall be liable to any Per Share Merger Consideration is to be issued former holder of BDC Common Stock for any amount properly delivered to a person other than the holder of Capital Stock in whose name the surrendered Certificate or the transferred shares of Capital Stock in book-entry form is registeredpublic official pursuant to applicable abandoned property, it shall be a condition to the issuance of the applicable portion of such Per Share Merger Consideration that, in addition to any other requirements set forth in the Exchange Agent Agreement, (A) either such Certificate shall be properly endorsed or shall otherwise be in proper form for transfer or such share of Capital Stock in book-entry form shall be properly transferred and (B) the person requesting such consideration pay to the Exchange Agent any transfer escheat or similar Taxes required as a result of such consideration being issued to a person other than the registered holder of such Certificate or share of Capital Stock in book-entry form or establish to the satisfaction of the Exchange Agent that such transfer or similar Taxes have been paid or are not payablelaws.

Exchange Procedures. (ia) On the Closing Date and prior to As promptly as practicable after the Effective TimeDate, Parent and in any event within five calendar days of the Merger Effective Date, an Exchange Agent designated by Niagara Bancorp shall deposit, mail to each holder of record of an outstanding share Certificate or shall cause to be deposited, with the Exchange Agent, Certificates a Letter of Transmittal containing instructions for the benefit surrender of the holders of Company Common Stock, Certificate or Certificates held by such holder for exchange in accordance with this Article 3, the number of shares of Parent Common Stock sufficient to deliver the aggregate Per Share Merger Consideration payable pursuant to this Agreement (such shares of Parent Common Stock being hereinafter referred to as the “Exchange Fund”). (ii) Parent shall cause the Exchange Agent, pursuant to irrevocable instructions, to pay such Per Share Merger Consideration out payment therefor. Upon surrender of the Exchange Fund in accordance with the Merger Payment Schedule and the other applicable provisions contained in this Agreement. The Exchange Fund shall not be used for any other purpose. (iii) If the Merger Payment Schedule is delivered Certificate or Certificates to the Exchange Agent in accordance with Section 3.2(i) on or prior the instructions set forth in the Letter of Transmittal, such holder shall promptly receive in exchange therefor the Merger Consideration, without interest thereon. The Exchange Agent shall send payments within three business days after the receipt of properly submitted documents. Approval of this Agreement by the stockholders of CNYF shall constitute authorization for Niagara Bancorp to designate and appoint such Exchange Agent. Neither Niagara Bancorp nor the date that is (A) at least two Business Days prior Exchange Agent shall be obligated to deliver the Closing Date, then Parent and the Company shall take reasonable steps to cause the applicable Per Share Merger Consideration to be issued to the applicable holder a former stockholder of Capital Stock CNYF until such former stockholder surrenders his Certificate or Certificates or, in book-entry form as soon as reasonably practicablelieu thereof, but in no event more than two Business Days, following the Closing Date, or (B) less than two Business Days prior to the Closing Date, then Parent and the Company shall take all necessary actions to cause the applicable Per Share Merger Consideration to be issued to the applicable holder of Capital Stock in book-entry form within two Business Days after any such delivery; provided that the Per Share Merger Consideration shall not be issued with respect to shares of Capital Stock represented by a Certificate until the applicable holder of such Capital Stock has surrendered such Certificate (or an appropriate affidavit of loss and indemnity agreement and bond as may be reasonably required by Niagara Bancorp. The Exchange Agent in lieu thereof) its agreement shall be obligated to pay the Exchange AgentMerger Consideration in accordance with this Agreement. (ivb) If any Per Share payment of the Merger Consideration is to be issued made to a person other than the holder of Capital Stock person in whose name the a Certificate surrendered Certificate or the transferred shares of Capital Stock in book-entry form exchange therefore is registered, it shall be a condition to of payment that the issuance of the applicable portion of such Per Share Merger Consideration that, in addition to any other requirements set forth in the Exchange Agent Agreement, (A) either such Certificate so surrendered shall be properly endorsed (or shall accompanied by an appropriate instrument of transfer) and otherwise be in proper form for transfer or such share of Capital Stock in book-entry form shall be properly transferred transfer, and (B) that the person requesting such consideration payment shall pay to the Exchange Agent any transfer or similar Taxes other taxes required as a result by reason of such consideration being issued the payment to a person other than the registered holder of such the Certificate surrendered, or share of Capital Stock in book-entry form required for any other reason, or shall establish to the satisfaction of the Exchange Agent that such transfer or similar Taxes have tax has been paid or are is not payable. (c) On or prior to the Merger Effective Date, Niagara Bancorp shall deposit or cause to be deposited, in trust with the Exchange Agent, an amount of cash equal to the aggregate Merger Consideration that the CNYF stockholders shall be entitled to receive on the Merger Effective Date pursuant to Section 2.02 hereof. (d) The payment of the Merger Consideration upon the conversion of CNYF Common Stock in accordance with the above terms and conditions shall be deemed to have been issued and paid in full satisfaction of all rights pertaining to such CNYF Common Stock. (e) Promptly following the date which is twelve months after the Merger Effective Date, the Exchange Agent shall deliver to Niagara Bancorp all cash, certificates and other documents in its possession relating to the transactions described in this Agreement, and the Exchange Agent's duties shall terminate. Thereafter, each holder of a Certificate formerly representing shares of CNYF Common Stock may surrender such Certificate to Niagara Bancorp and (subject to applicable abandoned property, escheat and similar laws) receive in consideration therefore the Merger Consideration multiplied by the number of shares of CNYF Common Stock formerly represented by such Certificate, without any interest or dividends thereon. (f) After the close of business on the Merger Effective Date, there shall be no transfers on the stock transfer books of CNYF of the shares of CNYF Common Stock which are outstanding immediately prior to the Merger Effective Date, and the stock transfer books of CNYF shall be closed with respect to such shares. If, after the Merger Effective Date, Certificates representing such shares are presented for transfer to the Exchange Agent, they shall be canceled and exchanged for the Merger Consideration as provided in this Article II. (g) In the event any certificate for CNYF Common Stock shall have been lost, stolen or destroyed, the Exchange Agent shall deliver (except as otherwise provided in Section 2.02(iii)) in exchange for such lost, stolen or destroyed certificate, upon the making of an affidavit of the fact by the holder thereof, the cash to be paid in the Merger as provided for herein; provided, however, that Niagara Bancorp may, in its sole discretion and as a condition precedent to the delivery thereof, require the owner of such lost, stolen or destroyed certificate to deliver a bond in such reasonable sum as Niagara Bancorp as indemnity against any claim that may be made against CNYF, Niagara Bancorp or any other party with respect to the certificate alleged to have been lost, stolen or destroyed. (h) Niagara Bancorp is hereby authorized to adopt additional rules and regulations with respect to the matters referred to in this Section 2.03 not inconsistent with the provisions of this Agreement.

Exchange Procedures. (i) On The Surviving Corporation shall cause the Closing Date and Paying Agent, as soon as reasonably practicable after the Effective Time, to mail to each registered holder of Company Shares immediately prior to the Effective Time, Time (i) a letter of transmittal in customary form and containing such other provisions as Parent shall deposit, reasonably may require (a "Letter of Transmittal") and (ii) instructions for surrendering the stock certificate or shall cause to be deposited, with certificates representing the Exchange Agent, holder's Company Shares (each a "Company Stock Certificate") in exchange for the benefit Merger Consideration payable in respect of the holders holder's certificate or certificates which immediately prior to the Effective Time represented outstanding Company Shares which were converted into the right to receive the Merger Consideration. The Proxy Statement shall provide that, in lieu of delivery following the Effective Time as aforesaid, and commencing on the tenth (10th) calendar day prior to the date of the Stockholders Meeting, the Letter of Transmittal and instructions for use will be promptly delivered by the Paying Agent to each prior holder of Company Common StockShares from whom the Paying Agent receives a written request therefor prior to the date of the Stockholders Meeting, for exchange and that each such prior holder of Company Shares shall be entitled thereafter to surrender its Company Stock Certificate in accordance with this Article 3the procedures described herein, in the number Letter of shares of Parent Common Stock sufficient to deliver Transmittal and in the aggregate Per Share Merger Consideration payable pursuant to this Agreement (such shares of Parent Common Stock being hereinafter referred to as the “Exchange Fund”). (ii) accompanying instructions, and Parent shall cause the Exchange AgentPaying Agent to comply with the foregoing. Upon surrender of a Company Stock Certificate to the Paying Agent for cancellation, pursuant to irrevocable instructions, to pay such Per Share Merger Consideration out together with a Letter of the Exchange Fund Transmittal duly executed and completed in accordance with its instructions and such other documents as the Paying Agent reasonably may require, the Paying Agent shall pay to the holder of the surrendered certificate, as promptly as practicable after the Effective Time, the Merger Payment Schedule and Consideration payable in respect of the other applicable provisions contained in this Agreement. The Exchange Fund shall not be used for any other purpose. (iii) If Company Shares represented by the Merger Payment Schedule is delivered to the Exchange Agent in accordance with Section 3.2(i) on or prior to the date that is (A) at least two Business Days prior to the Closing Datecertificate, then Parent and the Company Stock Certificate so surrendered shall take reasonable steps to cause be canceled. The Letter of Transmittal shall provide that such payment shall, at the applicable Per Share holder's election and upon delivery of wire transfer instructions, be by wire transfer at the Company's expense for payments exceeding $1,000,000. If any portion of the Merger Consideration to be issued to the applicable holder payable in respect of Capital Stock in book-entry form as soon as reasonably practicable, but in no event more than two Business Days, following the Closing Date, or (B) less than two Business Days prior to the Closing Date, then Parent and the any Company shall take all necessary actions to cause the applicable Per Share Merger Consideration to be issued to the applicable holder of Capital Stock in book-entry form within two Business Days after such delivery; provided that the Per Share Merger Consideration shall not be issued with respect to shares of Capital Stock represented by a Certificate until the applicable holder of such Capital Stock has surrendered such Certificate (or an affidavit of loss in lieu thereof) to the Exchange Agent. (iv) If any Per Share Merger Consideration Shares is to be issued paid to a person Person other than the registered holder of Capital Stock in whose name the surrendered Certificate or the transferred shares of Capital Stock in book-entry form is registeredthose shares, it shall be a condition to making such payment that the issuance of the applicable portion of such Per Share Merger Consideration that, in addition to any other requirements set forth in the Exchange Agent Agreement, (A) either such Company Stock Certificate shall be representing those shares is surrendered properly endorsed or shall otherwise be in proper form for transfer or such share of Capital Stock in book-entry form shall be properly transferred and (B) that the person Person requesting such consideration payment shall (i) pay to the Exchange Agent any transfer or similar other Taxes required as a result of such consideration being issued payment to a person Person other than the registered holder of such Certificate or share of Capital Stock in book-entry form or (ii) establish to the satisfaction of the Exchange Paying Agent that such transfer or similar Taxes have Tax has been paid or are is not payable. At and after the Effective Time and until surrendered as contemplated by this Section 2.5(b), each Company Stock Certificate (other than Company Stock Certificates representing Dissenting Shares or shares of Company Common Stock or Company Preferred Stock held in treasury to be canceled pursuant to Section 2.4(d) shall be deemed to represent for all purposes only the right to receive the Merger Consideration payable upon such surrender.

Exchange Procedures. (i) On At or promptly after the Closing Date and Effective Time, SHC shall cause the Exchange Agent to mail to each holder of record of a Frankfort First Certificate, other than holders of Dissenting Shares, which immediately prior to the Effective Time, Parent shall deposit, or shall cause Time of Merger represented outstanding shares of Frankfort First Common Stock and which was not submitted to be deposited, with the Exchange AgentAgent with a duly executed and completed Form of Election: (A) a letter of transmittal (“Letter of Transmittal”) which shall specify that delivery shall be effected, for and risk of loss and title to the benefit Frankfort First Certificates shall pass, only upon delivery of the holders Frankfort First Certificates to the Exchange Agent and which shall be in such form and have such other customary provisions as SHC may reasonably specify and which are reasonably acceptable to Frankfort First; and (B) instructions to effect the surrender of Company the Frankfort First Certificates in exchange for cash or shares of SHC Common Stock, for exchange or both, as described in accordance with this Article 3, the number of shares of Parent Common Stock sufficient to deliver the aggregate Per Share Merger Consideration payable pursuant to this Agreement (such shares of Parent Common Stock being hereinafter referred to as the “Exchange Fund”)Agreement. (ii) Parent Upon surrender of a Frankfort First Certificate for cancellation to the Exchange Agent together with either a Form of Election or a Letter of Transmittal, in each case duly executed, and with such other documents as the Exchange Agent may reasonably require, the holder of such Frankfort First Certificate shall be entitled to receive, and SHC shall cause the Exchange Agent, Agent to promptly deliver in exchange therefor after the Effective Time: (A) a certificate representing that number of whole shares of SHC Common Stock to which such holder is entitled to receive in respect of such Frankfort First Certificate pursuant to irrevocable instructions, to pay such Per Share Merger Consideration out Section 2.8 of the Exchange Fund in accordance with the Merger Payment Schedule and the other applicable provisions contained in this Agreement; and (B) a check representing the cash that such holder is entitled to receive in respect of such Frankfort First Certificate pursuant to Section 2.8 of this Agreement; and (C) a check for any Fraction Payment. The Exchange Fund Frankfort First Certificate so surrendered shall not forthwith be used for canceled; provided, however, that fractional share interests of any other purposeone holder shall be aggregated to maximize the number of whole shares of SHC Common Stock to be issued and minimize the Fraction Payments. (iii) If In the Merger Payment Schedule event of a transfer of ownership of shares of Frankfort First Common Stock which is not registered in the transfer records of Frankfort First, a certificate representing the proper number of shares of SHC Common Stock, a check for the proper amount of cash that such holder is entitled to receive in respect of such Frankfort First Certificate pursuant to Section 2.8 of this Agreement and any Fraction Payment, shall be delivered to the Exchange Agent in accordance with Section 3.2(i) on or prior to transferee if the date that is (A) at least two Business Days prior to the Closing Date, then Parent and the Company shall take reasonable steps to cause the applicable Per Share Merger Consideration to be issued to the applicable holder of Capital Stock in book-entry form as soon as reasonably practicable, but in no event more than two Business Days, following the Closing Date, or (B) less than two Business Days prior to the Closing Date, then Parent and the Company shall take all necessary actions to cause the applicable Per Share Merger Consideration to be issued to the applicable holder of Capital Stock in book-entry form within two Business Days after Frankfort First Certificate which represented such delivery; provided that the Per Share Merger Consideration shall not be issued with respect to shares of Capital Frankfort First Common Stock represented by a Certificate until the applicable holder of such Capital Stock has surrendered such Certificate (or an affidavit of loss in lieu thereof) is presented to the Exchange Agent, accompanied by all documents required to evidence and effect such transfer and by evidence that any applicable stock transfer taxes have been paid. (iv) If any Per Share Merger Consideration is No interest will be paid or accrued on the cash and shares of SHC Common Stock to be issued pursuant to a person other than this Agreement, the holder cash in lieu of Capital Stock in whose name fractional shares, if any, and unpaid dividends and distributions on the surrendered Certificate or the transferred shares of Capital Stock SHC Common Stock, if any, payable to Frankfort First Shareholders. (v) If any Frankfort First Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person claiming such Frankfort First Certificate to be lost, stolen or destroyed and, if required by SHC in book-entry form is registeredits reasonable discretion, the posting by such Person of a bond in such reasonable amount as SHC may direct as indemnity against any claim that may be made against it shall be a condition with respect to the issuance of the applicable portion of such Per Share Merger Consideration thatFrankfort First Certificate, in addition to any other requirements set forth in the Exchange Agent will deliver in exchange for such lost, stolen or destroyed Frankfort First Certificate, a certificate representing the proper number of shares of SHC Common Stock and a check for the cash, in each case that such Frankfort First Shareholder has the right to receive pursuant to Section 2.8 of this Agreement, and the Fraction Payment, if any, with respect to the shares of Frankfort First Common Stock formerly represented thereby, and unpaid dividends and distributions on the shares of SHC Common Stock, if any, as provided in this Article II of this Agreement. (Avi) either such Certificate Until surrendered as contemplated by this Section 2.9 of this Agreement, each Frankfort First Certificate, other than Dissenting Shares, shall be deemed at all times after the Effective Time to represent only the right to receive upon surrender only the cash or shares of SHC Common Stock, or both, and any Fraction Payment. (vii) Dissenting Shares as to which appraisal rights have been properly endorsed or shall otherwise be in proper form for transfer or such share of Capital Stock in book-entry form perfected shall be properly transferred and (B) treated in the person requesting such consideration pay to the Exchange Agent any transfer or similar Taxes required as a result of such consideration being issued to a person other than the registered holder of such Certificate or share of Capital Stock manner provided in book-entry form or establish to the satisfaction of the Exchange Agent that such transfer or similar Taxes have been paid or are not payableSection 2.12.

Exchange Procedures. (ia) On As soon as practicable after the Closing Date and Effective Time, the Exchange Agent shall mail to each holder of record of a Certificate or Certificates which, immediately prior to the Effective Time, Parent represented outstanding Company Common Shares subsequently converted into the right to receive the Merger Consideration, as set forth in Section 2.4: (A) a letter of transmittal (a "Letter of Transmittal") which (i) shall deposit, or specify that delivery shall cause be effected and risk of loss and title to be deposited, with the Exchange Agent, for the benefit Certificates shall pass only upon delivery of the holders of Company Common Stock, for exchange in accordance with this Article 3, the number of shares of Parent Common Stock sufficient to deliver the aggregate Per Share Merger Consideration payable pursuant to this Agreement (such shares of Parent Common Stock being hereinafter referred to as the “Exchange Fund”). (ii) Parent shall cause the Exchange Agent, pursuant to irrevocable instructions, to pay such Per Share Merger Consideration out of the Exchange Fund in accordance with the Merger Payment Schedule and the other applicable provisions contained in this Agreement. The Exchange Fund shall not be used for any other purpose. (iii) If the Merger Payment Schedule is delivered Certificates to the Exchange Agent in accordance with Section 3.2(i) on or prior to the date that is (A) at least two Business Days prior to the Closing Date, then Parent and the Company shall take reasonable steps to cause the applicable Per Share Merger Consideration to be issued to the applicable holder of Capital Stock in book-entry form as soon as reasonably practicable, but in no event more than two Business Days, following the Closing Date, or (B) less than two Business Days prior to the Closing Date, then Parent and the Company shall take all necessary actions to cause the applicable Per Share Merger Consideration to be issued to the applicable holder of Capital Stock in book-entry form within two Business Days after such delivery; provided that the Per Share Merger Consideration shall not be issued with respect to shares of Capital Stock represented by a Certificate until the applicable holder of such Capital Stock has surrendered such Certificate (or an affidavit of loss in lieu thereof, together with any bond or indemnity agreement, as contemplated by Section 3.7) and (ii) shall be in such form and have such other provisions as the Surviving Corporation may reasonably specify; and (B) instructions for use in effecting the surrender of the Certificates in exchange for the applicable Merger Consideration. (b) Upon surrender of a Certificate for cancellation to the Exchange Agent. (iv) If any Per Share Merger Consideration is to be issued to , together with a person other than the holder Letter of Capital Stock in whose name the surrendered Certificate or the transferred shares of Capital Stock in book-entry form is registeredTransmittal, it shall be a condition to the issuance of the applicable portion of such Per Share Merger Consideration thatduly executed, in addition to and any other requirements set forth in documents reasonably required by the Exchange Agent Agreementor the Surviving Corporation, (A) either the holder of such Certificate shall be entitled to receive in exchange therefor a check and a certificate or certificates representing the applicable amount of cash and shares of Parent Common Stock which such holder has the right to receive pursuant to Section 2.4 and (B) the Certificate so surrendered shall forthwith be canceled. Until so surrendered, each such Certificate shall represent the right to receive the aggregate Merger Consideration relating thereto. (c) In the event of a transfer of ownership of Company Common Shares which is not registered in the transfer records of the Company, the appropriate amount of the Merger Consideration may be paid to a transferee if the Certificate representing such Company Common Shares is presented to the Exchange Agent properly endorsed or shall accompanied by appropriate stock powers and otherwise be in proper form for transfer and accompanied by all documents reasonably required by the Exchange Agent to evidence and effect such transfer and to evidence that any applicable Taxes have been paid. Until surrendered as contemplated by this Section 3.2, each such Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the appropriate amount of the applicable Merger Consideration. (d) No dividends or other distributions that are declared or made after the Effective Time with respect to Parent Common Stock payable to holders of record thereof after the Effective Time shall be paid to a Company Stockholder entitled to receive certificates representing Parent Common Stock until such Company Stockholder has properly surrendered such Company Stockholder's Certificates. Upon such surrender, there shall be paid to the Company Stockholder in whose name the certificates representing such Parent Common Stock shall be issued any dividends which shall have become payable with respect to such Parent Common Stock between the Effective Time and the time of such surrender, without interest. After such surrender, there shall also be paid to the Company Stockholder in whose name the certificates representing such Parent Common Stock shall be issued any dividend on such Parent Common Stock that shall have a record date subsequent to the Effective Time and prior to such surrender and a payment date after such surrender; provided, however, that such dividend payments shall be made on such payment dates. In no event shall the Company Stockholder entitled to receive such dividends be entitled to receive interest on such dividends. (e) No certificate or scrip representing fractional shares of Parent Common Stock shall be issued upon the surrender for exchange of Certificates, and such fractional share interests will not entitle the owner thereof to vote or to any rights as a stockholder of Parent. All fractional shares of Parent Common Stock that a Company Stockholder would otherwise be entitled to receive as a result of the Merger shall be aggregated and if a fractional share results from such aggregation, such holder shall be entitled to receive, in lieu thereof, an amount in cash determined by multiplying (i) the Base Price by (ii) the fraction of a share of Capital Parent Common Stock in book-entry form to which such holder would otherwise have been entitled. Parent shall be properly transferred and (B) the person requesting such consideration pay timely make available to the Exchange Agent any transfer or similar Taxes required cash necessary to make payments in lieu of fractional shares as a result aforesaid. No such cash in lieu of such consideration being issued fractional shares of Parent Common Stock shall be paid to a person other than the registered holder of such Certificate or share of Capital Stock any Company Stockholder until Certificates are surrendered and exchanged in book-entry form or establish to the satisfaction of the Exchange Agent that such transfer or similar Taxes have been paid or are not payableaccordance with this Section 3.2.

Exchange Procedures. (ia) On the Closing Date and prior to Promptly after the Effective Time, Parent shall deposit, or shall cause to be deposited, with the Exchange Agent, for the benefit of the holders of Company Common Stock, for exchange in accordance with this Article 3, the number of shares of Parent Common Stock sufficient to deliver the aggregate Per Share Merger Consideration payable pursuant to this Agreement (such shares of Parent Common Stock being hereinafter referred to as the “Exchange Fund”). (ii) Parent shall cause the Exchange Agent, Agent to mail to each holder of record of Certificates or Book Entry Shares whose shares were converted into the right to receive Merger Consideration pursuant to irrevocable instructions, to pay such Per Share Merger Consideration out of the Exchange Fund in accordance with the Merger Payment Schedule and the other applicable provisions contained in this Agreement. The Exchange Fund shall not be used for any other purpose. (iii) If the Merger Payment Schedule is delivered to the Exchange Agent in accordance with Section 3.2(i) on or prior to the date that is 2.6 (A) at least two Business Days a letter of transmittal and instructions, the form and substance of which shall be substantially as reasonably agreed to by the Company and Parent and prepared prior to the Closing Date(the “Letter of Transmittal”), then Parent which shall specify that delivery shall be effected, and the Company shall take reasonable steps to cause the applicable Per Share Merger Consideration to be issued to the applicable holder risk of Capital Stock in book-entry form as soon as reasonably practicable, but in no event more than two Business Days, following the Closing Date, or (B) less than two Business Days prior to the Closing Date, then Parent and the Company shall take all necessary actions to cause the applicable Per Share Merger Consideration to be issued to the applicable holder of Capital Stock in book-entry form within two Business Days after such delivery; provided that the Per Share Merger Consideration shall not be issued loss with respect to shares the Certificates or Book-Entry Shares shall pass, only upon delivery of Capital Stock represented by a Certificate until the applicable holder of such Capital Stock has surrendered such Certificate Certificates (or an affidavit affidavits of loss in lieu thereof) or Book-Entry Shares to the Exchange Agent. (iv) If any Per Share Merger Consideration is to be issued to a person other than the holder of Capital Stock in whose name the surrendered Certificate or the transferred shares of Capital Stock in book-entry form is registered, it shall be a condition to the issuance of the applicable portion of such Per Share Merger Consideration that, in addition to any other requirements set forth in the Exchange Agent Agreement, (A) either such Certificate shall be properly endorsed or shall otherwise be in proper form for transfer or such share of Capital Stock in book-entry form shall be properly transferred and (B) instructions for effecting the person requesting surrender of such consideration pay Certificates or Book-Entry Shares, as applicable, in exchange for the Merger Consideration. (b) Upon surrender of a Certificate or Book-Entry Share to the Exchange Agent any transfer or similar Taxes required as a result together with such Letter of such consideration being issued to a person other than Transmittal, duly executed and completed in accordance with the registered instructions thereto, the holder of such Certificate or Book-Entry Share shall be entitled to receive promptly in exchange therefor the Merger Consideration for each share of Capital Common Stock formerly represented by such Certificate or Book-Entry Share and such Certificate or Book-Entry Share shall then be canceled. (c) No interest will be paid or will accrue for the benefit of holders of the Certificates on the Merger Consideration payable upon the surrender of the Certificates or Book-Entry Shares. In the event of a transfer of ownership of Common Stock which is not registered in bookthe transfer records of the Company, payment of the Merger Consideration may be made with respect to such Common Stock to such a transferee if the Certificate or Book-entry form or establish Entry Shares formerly representing such shares of Common Stock is presented to the satisfaction of the Exchange Agent that Agent, accompanied by all documents required to evidence and effect such transfer or similar Taxes and to evidence that all applicable stock transfer taxes have been paid or are not payableapplicable.

Exchange Procedures. Promptly after the Effective Time, Parent shall, or shall cause the Exchange Agent to, mail to each Holder of NAP Public Units as of the Effective Time whose NAP Public Units were converted into the right to receive the Merger Consideration a form of letter of transmittal (ithe “Letter of Transmittal”) On (which shall specify that delivery shall be effected, and risk of loss and title to the Closing Date NAP Certificates shall pass, only upon proper delivery of the NAP Certificates (or lost certificate affidavit as contemplated by this Section 2.2(b)) to the Exchange Agent or, in the case of Book-Entry NAP Common Units, upon adherence to the procedures set forth in the Letter of Transmittal, and which shall be in such customary form and have such other provisions as Parent and NAP may reasonably agree prior to the Effective Time) and instructions for effecting the Surrender of such NAP Certificates (or lost certificate affidavit as contemplated by this Section 2.2(b)) or Book-Entry NAP Common Units in exchange for, as applicable, whole shares of Parent shall depositIssued Stock and any dividends or distributions payable pursuant to Section 2.2(c) or Section 2.2(d). Subject to Section 2.2(c), upon Surrender to the Exchange Agent of such NAP Certificates (or shall cause to lost certificate affidavit as contemplated by this Section 2.2(b)) or Book-Entry NAP Common Units, together with such properly completed and duly executed Letter of Transmittal and such other documents as may reasonably be deposited, with required by the Exchange Agent, for the benefit Holder of the holders an NAP Certificate (or lost certificate affidavit as contemplated by this Section 2.2(b)) or Book-Entry NAP Common Units shall be entitled to receive in exchange therefor, as applicable, (i) that number and type of Company Common Stock, for exchange in accordance with this Article 3, the number of whole shares of Parent Common Issued Stock sufficient to deliver the aggregate Per Share Merger Consideration payable pursuant to this Agreement (such shares of Parent Common Stock being hereinafter referred to as the “Exchange Fund”). (ii) Parent which shall cause the Exchange Agent, pursuant to irrevocable instructions, to pay such Per Share Merger Consideration out of the Exchange Fund be in accordance with the Merger Payment Schedule and the other applicable provisions contained in this Agreement. The Exchange Fund shall not be used for any other purpose. (iii) If the Merger Payment Schedule is delivered to the Exchange Agent in accordance with Section 3.2(i) on or prior to the date that is (A) at least two Business Days prior to the Closing Date, then Parent and the Company shall take reasonable steps to cause the applicable Per Share Merger Consideration to be issued to the applicable holder of Capital Stock in uncertificated book-entry form as soon as reasonably practicable, but in no event more than two Business Days, following the Closing Date, or (B) less than two Business Days prior to the Closing Date, then Parent and the Company shall take all necessary actions to cause the applicable Per Share Merger Consideration to be issued to the applicable holder of Capital Stock in book-entry form within two Business Days after such delivery; provided that the Per Share Merger Consideration shall not be issued with respect to shares of Capital Stock represented by unless a Certificate until the applicable holder of such Capital Stock has surrendered such Certificate (or an affidavit of loss in lieu thereofphysical certificate is requested) to which such Holder is entitled pursuant to Sections 2.1(c)(i) and 2.1(e), and (ii) any dividends or distributions payable pursuant to Section 2.2(c) or Section 2.2(d) to which such Holder is entitled. The instructions for effecting the Exchange Agent. (iv) If Surrender of NAP Certificates shall set forth procedures that must be taken by the Holder of any Per Share Merger Consideration is to be issued to a person other than the holder of Capital Stock in whose name the surrendered NAP Certificate that has been lost, destroyed or the transferred shares of Capital Stock in book-entry form is registered, stolen; it shall be a condition to the issuance of the applicable portion right of such Per Share Holder to receive the Merger Consideration that, in addition and any dividends or distributions payable pursuant to any other requirements set forth in Section 2.2(c) or Section 2.2(d) that the Exchange Agent Agreementshall have received, (A) either along with the Letter of Transmittal, a duly executed lost certificate affidavit, including an agreement to indemnify Parent, signed exactly as the name or names of the registered Holder or Holders of NAP Public Units appeared on the books of NAP immediately prior to the Effective Time, together with a customary bond and such Certificate other documents, in each case, as Parent may reasonably require in connection therewith. After the Effective Time, there shall be properly endorsed no further transfer on the records of NAP or its transfer agent of NAP Certificates or Book-Entry NAP Common Units (provided, however, that the foregoing shall otherwise be in proper form for not restrict the transfer or such share of Capital Stock in book-entry form shall be properly transferred and (B) the person requesting such consideration pay to the Exchange Agent any transfer or similar Taxes required as a result of such consideration being issued to a person NAP Partnership Interest other than the registered holder NAP Public Units after the Effective Time); and if such NAP Certificates or Book-Entry NAP Common Units are presented to NAP or its transfer agent for transfer, they shall be canceled against delivery of such the appropriate Merger Consideration and any dividends or distributions payable pursuant to Section 2.2(c) or Section 2.2(d) as hereinabove provided. Until Surrendered as contemplated by this Section 2.2(b) or in connection with an Election made pursuant to Section 2.3, each NAP Certificate or share of Capital Stock in bookBook-entry form or establish Entry NAP Common Unit shall be deemed at any time after the Effective Time to represent only the satisfaction of right to receive upon such Surrender the Exchange Agent that such transfer or similar Taxes have been appropriate Merger Consideration. No interest will be paid or are not payablewill accrue on any dividends or distributions payable pursuant to Section 2.2(c) or Section 2.2(d).

Exchange Procedures. As promptly as reasonably practicable following the Effective Time (ibut in no event later than ten (10) On Business Days following the Closing Date and Effective Time), Parent shall cause the Paying Agent to mail to each holder of record of a certificate or certificates which immediately prior to the Effective TimeTime represented outstanding shares of Company Common Stock (the “Certificates”, Parent it being understood that any references herein to “Certificates” shall deposit, or shall cause be deemed to be deposited, with include references to book-entry account statements relating to the Exchange Agent, for the benefit ownership of the holders shares of Company Common Stock, for exchange in accordance with this Article 3, the number of ) and whose shares of Parent Company Common Stock sufficient have been converted into the right to deliver the aggregate Per Share receive Merger Consideration payable pursuant to this Agreement Section 4.1 (i) a letter of transmittal in customary form and with such shares other provisions as Parent may determine (which shall specify that delivery shall be effected, and risk of Parent Common Stock being hereinafter referred loss and title to as the “Exchange Fund”). Certificates shall pass, only upon proper delivery of the Certificates to the Paying Agent) and (ii) Parent shall cause instructions for use in effecting the Exchange Agentsurrender of the Certificates in exchange for the Merger Consideration. Upon surrender of a Certificate for cancellation to the Paying Agent together with such letter of transmittal, properly completed and duly executed, and such other documents as may be reasonably required pursuant to irrevocable instructionssuch instructions (or, to pay if such Per Share Merger Consideration out of the Exchange Fund in accordance with the Merger Payment Schedule and the other applicable provisions contained in this Agreement. The Exchange Fund shall not be used for any other purpose. (iii) If the Merger Payment Schedule is delivered to the Exchange Agent in accordance with Section 3.2(i) on or prior to the date that is (A) at least two Business Days prior to the Closing Date, then Parent and the Company shall take reasonable steps to cause the applicable Per Share Merger Consideration to be issued to the applicable holder of Capital Stock shares are held in book-entry form as soon as reasonably practicableor other uncertificated form, but in no event more than two Business Days, following upon the Closing Date, or (B) less than two Business Days prior to the Closing Date, then Parent and the Company shall take all necessary actions to cause the applicable Per Share Merger Consideration to be issued to the applicable holder of Capital Stock in entry through a book-entry form within two Business Days after transfer agent of the surrender of such delivery; provided that shares on a book-entry account statement), the Per Share Merger Consideration shall not be issued with respect to shares of Capital Stock represented by a Certificate until the applicable holder of such Capital Stock has surrendered such Certificate (or an affidavit of loss shall be entitled to receive in lieu thereof) to exchange therefor the Exchange Agent. (iv) If any Per Share Merger Consideration which such holder has the right to receive in respect of the shares of Company Common Stock formerly represented by such Certificate, and the Certificate so surrendered shall forthwith be cancelled. No interest will be paid or accrued on any Merger Consideration payable to holders of Certificates. In the event of a transfer of ownership of shares of Company Common Stock which is to not registered in the transfer records of the Company, the Merger Consideration may be issued to a person other than transferee if the holder of Capital Stock in whose name the surrendered Certificate or the transferred representing such shares of Capital Company Common Stock in book-entry form is registered, it shall be a condition presented to the issuance of the Paying Agent, accompanied by all documents required to evidence and effect such transfer and by evidence that any applicable portion of such Per Share Merger Consideration thatstock transfer Taxes have been paid. Until surrendered as contemplated by this Section 4.2, in addition to any other requirements set forth in the Exchange Agent Agreement, (A) either such each Certificate shall be properly endorsed deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration or shall otherwise the right to demand to be in proper form for transfer or such share of Capital Stock in book-entry form shall be properly transferred and (B) paid the person requesting such consideration pay to the Exchange Agent any transfer or similar Taxes required as a result of such consideration being issued to a person other than the registered holder of such Certificate or share of Capital Stock in book-entry form or establish to the satisfaction “fair value” of the Exchange Agent that such transfer or similar Taxes have been paid or are not payableshares represented thereby as contemplated by Section 4.3.

Exchange Procedures. An RPS Securityholder will have satisfied the “Delivery Requirements” if such RPS Securityholder (i) On the Closing Date executes and prior delivers a counterpart signature page to this Agreement, (ii) executes and delivers a Letter of Transmittal (as defined below) and (iii) delivers original Certificates representing such RPS Securityholder’s Target Capital Stock and Target Warrants, if any, or an Affidavit of Loss to Parent. From and after the Effective Time, Parent shall deposit, or shall cause to be deposited, with the Exchange Agent, for the benefit have and make available a sufficient amount of the holders cash and a sufficient number of Company shares of Parent Common Stock, Stock and New Parent Warrants for exchange in accordance with the terms and conditions of this Article Agreement. No RPS Securityholder shall be entitled to receive its share of the applicable Merger Consideration provided in Section 2.1 until it has satisfied the Delivery Requirements. Target shall use commercially reasonable efforts to mail or deliver (or cause to be mailed or delivered) within fourteen (14) days after the date of this Agreement a letter of transmittal substantially in the form attached hereto as Exhibit C (the “Letter of Transmittal”) and a copy of the Information and Offering Memorandum to each RPS Securityholder that did not previously satisfy the Delivery Requirements. Target shall, upon receiving any original Letter of Transmittal, Certificate, Affidavit of Loss or other communication or correspondence concerning the Letter of Transmittal or the Merger, promptly inform Parent of the same and deliver such original to Parent (it being understood that in all cases Parent shall receive and hold the original of the Letter of Transmittal in escrow pending the Closing and the RPS Securityholders Committee shall receive and hold a copy of the Letter of Transmittal). From and after the Effective Time, Parent shall within three (3) Business Days after an RPS Securityholder has satisfied the Delivery Requirements (x) pay such RPS Securityholder in cash, by wire transfer of immediately available funds the amount of any cash to which such RPS Securityholder is entitled pursuant to Section 2.1 to the account(s) specified in such RPS Securityholder’s Letter of Transmittal and (y) deliver to such RPS Securityholder the number of shares of Parent Common Stock sufficient and New Parent Warrants to deliver the aggregate Per Share Merger Consideration payable which such RPS Securityholder is entitled pursuant to Section 2.1 (if any). Until surrendered as contemplated by this Agreement (such shares of Parent Common Stock being hereinafter referred to as the “Exchange Fund”). (ii) Parent shall cause the Exchange AgentSection 2.3, pursuant to irrevocable instructions, to pay such Per Share Merger Consideration out of the Exchange Fund in accordance with the Merger Payment Schedule and the other applicable provisions contained in this Agreement. The Exchange Fund shall not be used for any other purpose. (iii) If the Merger Payment Schedule is delivered to the Exchange Agent in accordance with Section 3.2(i) on or prior to the date that is (A) at least two Business Days prior to the Closing Date, then Parent and the Company shall take reasonable steps to cause the applicable Per Share Merger Consideration to be issued to the applicable holder of Capital Stock in book-entry form as soon as reasonably practicable, but in no event more than two Business Days, following the Closing Date, or (B) less than two Business Days prior to the Closing Date, then Parent and the Company shall take all necessary actions to cause the applicable Per Share Merger Consideration to be issued to the applicable holder of Capital Stock in book-entry form within two Business Days after such delivery; provided that the Per Share Merger Consideration shall not be issued with respect to shares of Capital Stock represented by a Certificate until the applicable holder of such Capital Stock has surrendered such Certificate (or an affidavit of loss in lieu thereof) to the Exchange Agent. (iv) If any Per Share Merger Consideration is to be issued to a person other than the holder of Capital Stock in whose name the surrendered Certificate or the transferred shares of Capital Stock in book-entry form is registered, it shall be a condition to the issuance of the applicable portion of such Per Share Merger Consideration that, in addition to any other requirements set forth in the Exchange Agent Agreement, (A) either such each Certificate shall be properly endorsed or shall otherwise be in proper form for transfer or such share of Capital Stock in book-entry form shall be properly transferred deemed upon and (B) at any time after the person requesting such consideration pay Effective Time to represent only the Exchange Agent any transfer or similar Taxes required as a result of such consideration being issued right to a person other than receive the registered holder of such Certificate or share of Capital Stock in book-entry form or establish to the satisfaction appropriate amount of the Exchange Agent that such transfer or similar Taxes have been paid or are not payableconsideration without interest as provided in Section 2.1.

Exchange Procedures. (ia) On At or promptly following the Closing Date Company Merger Effective Time, CCI shall cause DST Systems, Inc., or any successor transfer agent of CCI (the “Transfer Agent”), to record on the stock records of CCI the issuance of shares of CCI Class A Common Stock (including any fractional shares thereof) equal to the Company Merger Consideration that is issuable to each holder of shares of CMOF Common Stock pursuant to Section 3.1(a). For the avoidance of doubt, delivery of the Company Merger Consideration shall only be made to the Person in whose name the relevant shares of CMOF Common Stock are registered in the stock transfer books of CMOF as of the Company Merger Effective Time. (b) At or promptly following the Partnership Merger Effective Time, CCI and the Surviving OP shall take such action as may be reasonably necessary to issue CROP Common Units (including fractional units thereof) equal to the Partnership Merger Consideration that is issuable to each holder of CMOF OP Partnership Units pursuant to Section 3.1(b), subject to the receipt of customary representations from such holders. For the avoidance of doubt, delivery of the Partnership Merger Consideration shall only be made to the Person in whose name the relevant CMOF OP Partnership Units are registered in the transfer books of CMOF OP as of the Partnership Merger Effective Time. (c) All securities issuable pursuant to this Agreement shall be in book-entry form. (d) None of CCI, CMOF, the Surviving Company, the Surviving OP, the Transfer Agent or any employee, officer, director, agent or Affiliate of such entities, shall be liable to any Person in respect of any Company Merger Consideration or Partnership Merger Consideration (or the appropriate portion thereof) that has been delivered to a public official pursuant to any applicable abandoned property, escheat or similar Law. Any amounts so delivered that remain unclaimed by holders of shares of CMOF Common Stock or CMOF OP Partnership Units immediately prior to the Effective Time, Parent shall deposittime at which such amounts would otherwise escheat to, or become property of, any Governmental Authority shall, to the extent permitted by applicable Law, become the property of CCI and CROP, as applicable, free and clear of any claims or interest of such holders or their successors, assigns or personal representatives previously entitled thereto. (e) No interest shall cause to be depositedpaid or accrued on the Company Merger Consideration (or any amounts in respect thereof, with including any dividends payable on shares of CCI Class A Common Stock) or the Exchange AgentPartnership Merger Consideration (or any amounts in respect thereof, including any distributions payable on CROP Common Units) for the benefit of the holders of Company Common Stock, for exchange in accordance with this Article 3, the number of shares of Parent Common Stock sufficient to deliver the aggregate Per Share Merger Consideration payable pursuant to this Agreement (such shares of Parent Common Stock being hereinafter referred to as the “Exchange Fund”)thereof. (ii) Parent shall cause the Exchange Agent, pursuant to irrevocable instructions, to pay such Per Share Merger Consideration out of the Exchange Fund in accordance with the Merger Payment Schedule and the other applicable provisions contained in this Agreement. The Exchange Fund shall not be used for any other purpose. (iii) If the Merger Payment Schedule is delivered to the Exchange Agent in accordance with Section 3.2(i) on or prior to the date that is (A) at least two Business Days prior to the Closing Date, then Parent and the Company shall take reasonable steps to cause the applicable Per Share Merger Consideration to be issued to the applicable holder of Capital Stock in book-entry form as soon as reasonably practicable, but in no event more than two Business Days, following the Closing Date, or (B) less than two Business Days prior to the Closing Date, then Parent and the Company shall take all necessary actions to cause the applicable Per Share Merger Consideration to be issued to the applicable holder of Capital Stock in book-entry form within two Business Days after such delivery; provided that the Per Share Merger Consideration shall not be issued with respect to shares of Capital Stock represented by a Certificate until the applicable holder of such Capital Stock has surrendered such Certificate (or an affidavit of loss in lieu thereof) to the Exchange Agent. (iv) If any Per Share Merger Consideration is to be issued to a person other than the holder of Capital Stock in whose name the surrendered Certificate or the transferred shares of Capital Stock in book-entry form is registered, it shall be a condition to the issuance of the applicable portion of such Per Share Merger Consideration that, in addition to any other requirements set forth in the Exchange Agent Agreement, (A) either such Certificate shall be properly endorsed or shall otherwise be in proper form for transfer or such share of Capital Stock in book-entry form shall be properly transferred and (B) the person requesting such consideration pay to the Exchange Agent any transfer or similar Taxes required as a result of such consideration being issued to a person other than the registered holder of such Certificate or share of Capital Stock in book-entry form or establish to the satisfaction of the Exchange Agent that such transfer or similar Taxes have been paid or are not payable.

Exchange Procedures. Promptly after the Effective Time (ibut in no event later than five Business Days after the Effective Time), Buyer shall cause the Exchange Agent to mail to each record holder of MLP Units as of the Effective Time a letter of transmittal (the “Letter of Transmittal”) On (which shall specify that in respect of certificated MLP Units, delivery shall be effected, and risk of loss and title to the Closing Date Certificates shall pass, only upon proper delivery of the Certificates to the Exchange Agent and which shall have such other provisions as may be necessary for the Holders of MLP Units to be admitted as Additional Limited Partners in Buyer and which shall be in such form and have such other provisions as Buyer General Partner and MLP General Partner may reasonably specify) and instructions for use in effecting the surrender of the Certificates in exchange for the Applicable Merger Consideration payable in respect therefor. Promptly after the Effective Time, upon surrender of Certificates, if any, for cancellation to the Exchange Agent together with such letters of transmittal, properly completed and duly executed, and such other documents as may be required pursuant to such instructions, each holder who held MLP Units immediately prior to the Effective TimeTime shall be entitled to receive upon surrender of the Certificates therefor (i) certificates for New Buyer Common Units representing, Parent in the aggregate, the whole number of New Buyer Common Units that such holder has the right to receive pursuant to this Article III (after taking into account all MLP Units then held by such holder) and (ii) a check in an amount equal to the aggregate amount of cash that such holder has the right to receive pursuant to this Article III, including the Cash Consideration, any Fractional Unit Payments pursuant to Section 3.4(e) and distributions pursuant to Section 3.4(c). No interest shall depositbe paid or accrued on any Applicable Merger Consideration or any distributions payable pursuant to Section 3.4(c). In the event of a transfer of ownership of MLP Common Units that is not registered in the transfer records of MLP, or shall cause the Applicable Merger Consideration payable in respect of such MLP Common Units may be paid to be depositeda transferee, with if the Certificate representing such MLP Common Units is presented to the Exchange Agent, for and in the benefit case of the holders of Company both certificated and book-entry MLP Common StockUnits, for exchange in accordance with this Article 3, the number of shares of Parent Common Stock sufficient accompanied by all documents reasonably required to deliver the aggregate Per Share Merger Consideration payable pursuant to this Agreement (evidence and effect such shares of Parent Common Stock being hereinafter referred to as the “Exchange Fund”). (ii) Parent shall cause the Exchange Agent, pursuant to irrevocable instructions, to pay such Per Share Merger Consideration out of the Exchange Fund in accordance with the Merger Payment Schedule transfer and the other applicable provisions contained in this Agreement. The Exchange Fund Person requesting such exchange shall not be used for any other purpose. (iii) If the Merger Payment Schedule is delivered pay to the Exchange Agent in accordance with Section 3.2(i) on advance any transfer or prior to other Taxes required by reason of the date that is (A) at least two Business Days prior to delivery of the Closing Date, then Parent and the Company shall take reasonable steps to cause the applicable Per Share Applicable Merger Consideration to be issued to in any name other than that of the applicable holder of Capital Stock in book-entry form as soon as reasonably practicable, but in no event more than two Business Days, following the Closing Date, or (B) less than two Business Days prior to the Closing Date, then Parent and the Company shall take all necessary actions to cause the applicable Per Share Merger Consideration to be issued to the applicable holder of Capital Stock in book-entry form within two Business Days after such delivery; provided that the Per Share Merger Consideration shall not be issued with respect to shares of Capital Stock represented by a Certificate until the applicable record holder of such Capital Stock has surrendered such Certificate (or an affidavit of loss in lieu thereof) to the Exchange Agent. (iv) If any Per Share Merger Consideration is to be issued to a person other than the holder of Capital Stock in whose name the surrendered Certificate or the transferred shares of Capital Stock in book-entry form is registeredMLP Common Units, it shall be a condition to the issuance of the applicable portion of such Per Share Merger Consideration that, in addition to any other requirements set forth in the Exchange Agent Agreement, (A) either such Certificate shall be properly endorsed or shall otherwise be in proper form for transfer or such share of Capital Stock in book-entry form shall be properly transferred and (B) the person requesting such consideration pay to the Exchange Agent any transfer or similar Taxes required as a result of such consideration being issued to a person other than the registered holder of such Certificate or share of Capital Stock in book-entry form or establish to the satisfaction of the Exchange Agent that such transfer or similar Taxes have been paid or are not payable. Until such required documentation has been delivered and Certificates, if any, have been surrendered, as contemplated by this Section 3.4(b), each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such delivery and surrender the Applicable Merger Consideration payable in respect of MLP Units, distributions pursuant to Section 3.4(c), and (without the necessity of such surrender) any cash or distributions to which such holder is entitled pursuant to Section 3.2.

Exchange Procedures. (i) On Promptly after the Closing Date and Effective Time, the Surviving Corporation shall cause to be mailed to each holder of record of a certificate or certificates that immediately prior to the Effective TimeTime represented outstanding shares of Target Preferred Stock (the “Certificates”), Parent whose shares were converted into the right to receive the Series C Per Share Upfront Merger Consideration or the Junior Preferred Per Share Upfront Merger Consideration, as applicable, cash in lieu of fractional shares, and the Series C Per Share Escrow Consideration or the Junior Preferred Per Share Escrow Consideration, as applicable, pursuant to Section 1.6 and in accordance with ARTICLE VII and the Escrow Agreement: (i) a letter of transmittal, in customary form, which shall depositspecify (A) that delivery shall be effected, or and risk of loss and title to the Certificates shall cause to be depositedpass, with only upon receipt of the Certificates by the Exchange Agent, for the benefit and (B) that receipt of the holders Series C Per Share Upfront Merger Consideration or the Junior Preferred Per Share Upfront Merger Consideration, as applicable, cash in lieu of Company Common Stock, for exchange in accordance with this Article 3fractional shares, the number of shares of Parent Common Stock sufficient to deliver the aggregate Series C Per Share Merger Escrow Consideration payable pursuant to this Agreement (or the Junior Preferred Per Share Escrow Consideration, as applicable, and the Per Share Escrow Cash Consideration shall be contingent upon such shares of Parent Common Stock being hereinafter referred to holder executing a Lock-Up Agreement, substantially in the form attached hereto as the “Exchange Fund”). Exhibit A; (ii) Parent shall cause instructions for use in effecting the surrender of the Certificates in exchange for the Series C Per Share Upfront Merger Consideration or the Junior Preferred Per Share Upfront Merger Consideration, as applicable, cash in lieu of fractional shares and the right to receive the Series C Per Share Escrow Consideration or the Junior Preferred Per Share Escrow Consideration, as applicable, and the Per Share Escrow Cash Consideration; and (iii) such other customary documents as may be required pursuant to such instructions. Upon surrender of a Certificate for cancellation to the Exchange AgentAgent or to such other agent or agents as may be appointed by Parent, pursuant to irrevocable instructionstogether with such letter of transmittal and other documents, to pay such Per Share Merger Consideration out of the Exchange Fund duly completed and validly executed in accordance with the Merger Payment Schedule and the other applicable provisions contained in this Agreement. The Exchange Fund shall not be used for any other purpose. (iii) If the Merger Payment Schedule is delivered to the Exchange Agent in accordance with Section 3.2(i) on or prior to the date that is (A) at least two Business Days prior to the Closing Dateinstructions thereto, then Parent and the Company shall take reasonable steps to cause the applicable Per Share Merger Consideration to be issued to the applicable holder of Capital Stock in book-entry form as soon as reasonably practicable, but in no event more than two Business Days, following the Closing Date, or (B) less than two Business Days prior to the Closing Date, then Parent and the Company shall take all necessary actions to cause the applicable Per Share Merger Consideration to be issued to the applicable holder of Capital Stock in book-entry form within two Business Days after such delivery; provided that the Per Share Merger Consideration shall not be issued with respect to shares of Capital Stock represented by a Certificate until the applicable holder of such Capital Stock has surrendered such Certificate (or an affidavit of loss in lieu thereof) to the Exchange Agent. (iv) If any Per Share Merger Consideration is to be issued to a person other than the holder of Capital Stock in whose name the surrendered Certificate or the transferred shares of Capital Stock in book-entry form is registered, it shall be a condition to the issuance of the applicable portion of such Per Share Merger Consideration that, in addition to any other requirements set forth in the Exchange Agent Agreement, (A) either such Certificate shall be properly endorsed entitled to receive in exchange therefor: (i) a certificate evidencing the Per Share Upfront Merger Consideration to which such holder is entitled pursuant to Section 1.6; (ii) any dividends or shall otherwise be in proper form for transfer or other distributions to which such share of Capital Stock in book-entry form shall be properly transferred holder is entitled pursuant to Section 1.7(c); and (Biii) cash (without interest) in respect of fractional shares as provided in Section 1.6(j), and the person requesting such consideration pay to the Exchange Agent any transfer or similar Taxes required as a result of such consideration being issued to a person other than the registered holder of such Certificate or share of Capital Stock in book-entry form or establish to the satisfaction of the Exchange Agent that such transfer or similar Taxes have been paid or are not payableso surrendered shall forthwith be canceled.

Exchange Procedures. (ia) On Prior to the Closing Date Closing, Acquiror shall appoint an exchange agent (the “Exchange Agent”) to act as the agent for the purpose of paying the Aggregate Merger Consideration to the Company’s stockholders. At or before the Effective Time, Acquiror shall deposit with the Exchange Agent the number of shares of Acquiror Common Stock equal to the portion of the Aggregate Merger Consideration to be paid in shares of Acquiror Common Stock. Pursuant to Section 3.2 of the Separation and Distribution Agreement, the Exchange Agent shall hold, for the account of the relevant Company stockholders, book-entry shares representing all of the outstanding shares of Company Common Stock distributed in the Distribution. (b) Reasonably promptly after the Effective Time, Acquiror shall send or shall cause the Exchange Agent to send, to each record holder of shares of Company Capital Stock as of immediately prior to the Effective Time, Parent whose shares of Company Capital Stock were converted pursuant to Section 3.1(a) into the right to receive a portion of the Aggregate Merger Consideration, a letter of transmittal and instructions (which shall depositspecify that the delivery shall be effected, or and the risk of loss and title shall cause pass, only upon proper transfer of each share to be deposited, with the Exchange Agent, and which letter of transmittal will be in customary form and have such other provisions as Acquiror may reasonably specify) for the benefit use in such exchange (each, a “Letter of the holders of Company Common Stock, for exchange in accordance with this Article 3, the number of shares of Parent Common Stock sufficient to deliver the aggregate Per Share Merger Consideration payable pursuant to this Agreement (such shares of Parent Common Stock being hereinafter referred to as the “Exchange FundTransmittal”). (iic) Parent Each holder of shares of Company Capital Stock that have been converted into the right to receive a portion of the Aggregate Merger Consideration, pursuant to Section 3.1(a), shall cause be entitled to receive such portion of the Aggregate Merger Consideration, upon receipt by the Exchange Agent of an “agent’s message” (or such other evidence, if any, of transfer as the Exchange Agent may reasonably request), or a duly completed and validly executed Letter of Transmittal, as applicable, and such other documents as may reasonably be requested by the Exchange Agent. No interest shall be paid or accrued upon the transfer of any share. (d) Promptly following the date that is one (1) year after the Effective Time, pursuant Acquiror shall instruct the Exchange Agent to irrevocable instructionsdeliver to Acquiror all documents in its possession relating to the transactions contemplated hereby, to pay such Per Share and the Exchange Agent’s duties shall terminate. Thereafter, any portion of the Aggregate Merger Consideration out that remains unclaimed shall be returned to Acquiror, and any Person that was a holder of shares of Company Capital Stock as of immediately prior to the Effective Time that has not exchanged such shares of Company Capital Stock for an applicable portion of the Exchange Fund Aggregate Merger Consideration in accordance with the Merger Payment Schedule and the other applicable provisions contained in this Agreement. The Exchange Fund shall not be used for any other purpose. (iii) If the Merger Payment Schedule is delivered to the Exchange Agent in accordance with Section 3.2(i) on or 3.2 prior to the date that is one (A1) at least two Business Days prior to year after the Closing DateEffective Time, then Parent and the may transfer such shares of Company shall take reasonable steps to cause the applicable Per Share Merger Consideration to be issued to the applicable holder of Capital Stock to Acquiror and (subject to applicable abandoned property, escheat and similar Laws) receive in book-entry form as soon as reasonably practicableconsideration therefor, but in no event more than two Business Daysand Acquiror shall promptly deliver, following the Closing Date, or (B) less than two Business Days prior to the Closing Date, then Parent and the Company shall take all necessary actions to cause the applicable Per Share Merger Consideration to be issued to the applicable holder of Capital Stock in book-entry form within two Business Days after such delivery; provided that the Per Share Merger Consideration shall not be issued with respect to shares of Capital Stock represented by a Certificate until the applicable holder of such Capital Stock has surrendered such Certificate (or an affidavit of loss in lieu thereof) to the Exchange Agent. (iv) If any Per Share Merger Consideration is to be issued to a person other than the holder of Capital Stock in whose name the surrendered Certificate or the transferred shares of Capital Stock in book-entry form is registered, it shall be a condition to the issuance of the applicable portion of such Per Share the Aggregate Merger Consideration thatwithout any interest thereupon. None of Acquiror, in addition to any other requirements set forth in Merger Sub, Inpixon, the Company, the Surviving Corporation or the Exchange Agent Agreement, (A) either such Certificate shall be properly endorsed liable to any Person in respect of any of the Aggregate Merger Consideration delivered to a public official pursuant to and in accordance with any applicable abandoned property, escheat or similar Laws. If any such shares shall not have not been transferred immediately prior to such date on which any amounts payable pursuant to this Article III would otherwise be in proper form for transfer escheat to or become the property of any Governmental Authority, any such share of Capital Stock in book-entry form shall be properly transferred and (B) the person requesting such consideration pay amounts shall, to the Exchange Agent any transfer or similar Taxes required as a result of such consideration being issued to a person other than extent permitted by applicable Law, become the registered holder of such Certificate or share of Capital Stock in book-entry form or establish to the satisfaction property of the Exchange Agent that such transfer Surviving Corporation, free and clear of all claims or similar Taxes have been paid or are not payableinterest of any Person previously entitled thereto.

Exchange Procedures. (ia) On the Closing Date and prior to At or before the Effective Time, Parent shall deposit, or shall cause to be deposited, with the Exchange Agent, for the benefit of the holders of Certificates, (i) Buyer shall cause to be delivered to a bank or trust company designated by Buyer and reasonably satisfactory to the Company Common Stock(the “Exchange Agent”), for exchange in accordance with this Article 3II, certificates representing the number of shares of Parent Buyer Common Stock sufficient to deliver the aggregate Per Share Merger Consideration payable issuable pursuant to this Agreement Article II (“New Certificates”) and (ii) Buyer shall deliver, or shall cause to be delivered, to the Exchange Agent an aggregate amount of cash sufficient to pay the estimated amount of cash to be paid in lieu of fractional shares of Buyer Common Stock (such shares of Parent Common Stock being New Certificates and cash hereinafter referred to as the “Exchange Fund”). (iib) Parent As promptly as practicable following the Effective Time, and provided that the Company has delivered, or caused to be delivered, to the Exchange Agent all information which is necessary for the Exchange Agent to perform its obligations as specified herein, the Exchange Agent shall cause mail to each holder of record of a Certificate or Certificates a form of letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Agent) and instructions for use in effecting the surrender of the Certificates in exchange for the Merger Consideration into which the shares of Company Common Stock represented by such Certificate or Certificates shall have been converted pursuant to Section 2.1 and Section 2.3 of this Agreement. Upon proper surrender of a Certificate for exchange and cancellation to the Exchange Agent, together with a properly completed letter of transmittal, duly executed, the holder of such Certificate shall be entitled to receive in exchange therefor, as applicable, (i) a New Certificate representing that number of shares of Buyer Common Stock to which such former holder of Company Common Stock shall have become entitled pursuant to irrevocable instructionsthis Agreement and (ii) a check representing the amount of cash (if any) payable in lieu of a fractional share of Buyer Common Stock which such former holder has the right to receive in respect of the Certificate surrendered pursuant to this Agreement, and the Certificate so surrendered shall forthwith be cancelled. Until surrendered as contemplated by this Section 2.4(b), each Certificate (other than Certificates representing Treasury Stock) shall be deemed at any time after the Effective Time to pay represent only the right to receive upon such Per Share surrender the Merger Consideration out provided in Section 2.1 and Section 2.3 and any unpaid dividends and distributions thereon as provided in Section 2.4(c). No interest shall be paid or accrued on (x) any cash in lieu of fractional shares or (y) any such unpaid dividends and distributions payable to holders of Certificates. (c) No dividends or other distributions with a record date after the Exchange Fund Effective Time with respect to Buyer Common Stock shall be paid to the holder of any unsurrendered Certificate until the holder thereof shall surrender such Certificate in accordance with this Section 2.4. After the Merger Payment Schedule and the other applicable provisions contained in this Agreement. The Exchange Fund shall not be used for any other purpose. (iii) If the Merger Payment Schedule is delivered to the Exchange Agent surrender of a Certificate in accordance with this Section 3.2(i) on 2.4, the record holder thereof shall be entitled to receive any such dividends or prior to the date that is (A) at least two Business Days prior to the Closing Dateother distributions, then Parent and the Company shall take reasonable steps to cause the applicable Per Share Merger Consideration to be issued to the applicable holder of Capital Stock in book-entry form as soon as reasonably practicablewithout any interest thereon, but in no event more than two Business Days, following the Closing Date, or (B) less than two Business Days prior to the Closing Date, then Parent and the Company shall take all necessary actions to cause the applicable Per Share Merger Consideration to be issued to the applicable holder of Capital Stock in book-entry form within two Business Days after such delivery; provided that the Per Share Merger Consideration shall not be issued which theretofore had become payable with respect to shares of Capital Buyer Common Stock represented by such Certificate. (d) The Exchange Agent and Buyer, as the case may be, shall not be obligated to deliver a New Certificate until the applicable or New Certificates representing shares of Buyer Common Stock (or any cash in lieu of fractional shares) to which a holder of Company Common Stock would otherwise be entitled as a result of the Merger until such Capital holder surrenders the Certificate or Certificates representing the shares of Company Common Stock has surrendered such Certificate (for exchange as provided in this Section 2.4, or an appropriate affidavit of loss and indemnity agreement and/or a bond in lieu thereof) to the Exchange Agent. (iv) an amount as may be required in each case by Buyer. If any Per Share Merger Consideration is New Certificates evidencing shares of Buyer Common Stock are to be issued to in a person name other than that in which the holder of Capital Certificate evidencing Company Common Stock surrendered in whose name the surrendered Certificate or the transferred shares of Capital Stock in book-entry form exchange therefor is registered, it shall be a condition to of the issuance of thereof that the applicable portion of such Per Share Merger Consideration that, in addition to any other requirements set forth in the Exchange Agent Agreement, (A) either such Certificate so surrendered shall be properly endorsed or shall accompanied by an executed form of assignment separate from the Certificate and otherwise be in proper form for transfer or such share of Capital Stock in book-entry form shall be properly transferred transfer, and (B) that the person Person requesting such consideration exchange pay to the Exchange Agent any transfer or similar Taxes other tax required as by reason of the issuance of a result New Certificate for shares of such consideration being issued to a person Buyer Common Stock in any name other than that of the registered holder of such the Certificate surrendered or share of Capital Stock in book-entry form or otherwise establish to the satisfaction of the Exchange Agent that such transfer or similar Taxes have tax has been paid or are is not payable. (e) Any portion of the Exchange Fund that remains unclaimed by the shareholders of the Company for six (6) months after the Effective Time (as well as any interest or proceeds from any investment thereof) shall be delivered by the Exchange Agent to Buyer. Any shareholders of the Company who have not theretofore complied with Section 2.4(b) shall thereafter look only to the Surviving Corporation for the Merger Consideration deliverable in respect of each share of Company Common Stock such shareholder holds as determined pursuant to this Agreement, in each case without any interest thereon. If outstanding Certificates for shares of Company Common Stock are not surrendered or the payment for them is not claimed prior to the date on which such shares of Buyer Common Stock or cash would otherwise escheat to or become the property of any governmental unit or agency, the unclaimed items shall, to the extent permitted by abandoned property and any other applicable law, become the property of Buyer (and to the extent not in its possession shall be delivered to it), free and clear of all claims or interest of any Person previously entitled to such property. Neither the Exchange Agent nor any party to this Agreement shall be liable to any holder of shares of Company Common Stock represented by any Certificate for any consideration paid to a public official pursuant to applicable abandoned property, escheat or similar laws. Buyer and the Exchange Agent shall be entitled to rely upon the stock transfer books of the Company to establish the identity of those Persons entitled to receive the Merger Consideration specified in this Agreement, which books shall be conclusive with respect thereto. In the event of a dispute with respect to ownership of any shares of Company Common Stock represented by any Certificate, Buyer and the Exchange Agent shall be entitled to deposit any Merger Consideration represented thereby in escrow with an independent third party and thereafter be relieved with respect to any claims thereto. (f) Buyer (through the Exchange Agent, if applicable) shall be entitled to deduct and withhold from any amounts otherwise payable pursuant to this Agreement to any holder of shares of Company Common Stock such amounts as Buyer is required to deduct and withhold under applicable law. Any amounts so deducted and withheld shall be treated for all purposes of this Agreement as having been paid to the holder of Company Common Stock in respect of which such deduction and withholding was made by Buyer.

Exchange Procedures. (i) On the Closing Date and prior to Promptly after the Effective Time, Parent shall deposit, or shall cause to be deposited, with instruct the Exchange Agent, for Agent to mail to each holder of record of a certificate or certificates which immediately prior to the benefit of the holders Effective Time represented outstanding shares of Company Common Stock (other than Dissenting Shares) (the "Certificates") (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Exchange Agent and shall be in customary form) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for certificates representing shares of Parent Common Stock. Upon surrender of a Certificate for cancellation to the Exchange Agent together with such letter of transmittal, for exchange in accordance with this Article 3duly executed, and such other documents as may be required pursuant to such instructions, the holder of such Certificate shall be entitled to receive in exchange therefor a certificate representing that number of whole shares of Parent Common Stock which such holder has the right to receive in respect of the shares of Company Common Stock formerly represented by such Certificate (after taking into account all shares of Company Common Stock then held by such holder), cash in lieu of fractional shares of Parent Common Stock to which such holder is entitled pursuant to Section 2.2(e) 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. No interest will be paid or accrued on any cash in lieu of fractional shares or on any unpaid dividends and distributions payable to holders of Certificates. In the event of a transfer of ownership of shares of Company Common Stock which is not registered in the transfer records of the Company, a certificate representing the proper number of shares of Parent Common Stock sufficient may be issued to deliver a transferee if the aggregate Per Share Merger Consideration payable pursuant Certificate representing such shares of Company Common Stock is presented to the Exchange Agent, accompanied by all documents required to evidence and effect such transfer and by evidence that any applicable stock transfer taxes have been paid. Until surrendered as contemplated by this Agreement (Section 2.2, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the certificate representing shares of Parent Common Stock, cash in lieu of any fractional shares of Parent Common Stock being hereinafter referred to as the “Exchange Fund”which such holder is entitled pursuant to Section 2.2(e) and any dividends or other distributions to which such holder is entitled pursuant to Section 2.2(c). (ii) Parent shall cause the Exchange Agent, pursuant to irrevocable instructions, to pay such Per Share Merger Consideration out of the Exchange Fund in accordance with the Merger Payment Schedule and the other applicable provisions contained in this Agreement. The Exchange Fund shall not be used for any other purpose. (iii) If the Merger Payment Schedule is delivered to the Exchange Agent in accordance with Section 3.2(i) on or prior to the date that is (A) at least two Business Days prior to the Closing Date, then Parent and the Company shall take reasonable steps to cause the applicable Per Share Merger Consideration to be issued to the applicable holder of Capital Stock in book-entry form as soon as reasonably practicable, but in no event more than two Business Days, following the Closing Date, or (B) less than two Business Days prior to the Closing Date, then Parent and the Company shall take all necessary actions to cause the applicable Per Share Merger Consideration to be issued to the applicable holder of Capital Stock in book-entry form within two Business Days after such delivery; provided that the Per Share Merger Consideration shall not be issued with respect to shares of Capital Stock represented by a Certificate until the applicable holder of such Capital Stock has surrendered such Certificate (or an affidavit of loss in lieu thereof) to the Exchange Agent. (iv) If any Per Share Merger Consideration is to be issued to a person other than the holder of Capital Stock in whose name the surrendered Certificate or the transferred shares of Capital Stock in book-entry form is registered, it shall be a condition to the issuance of the applicable portion of such Per Share Merger Consideration that, in addition to any other requirements set forth in the Exchange Agent Agreement, (A) either such Certificate shall be properly endorsed or shall otherwise be in proper form for transfer or such share of Capital Stock in book-entry form shall be properly transferred and (B) the person requesting such consideration pay to the Exchange Agent any transfer or similar Taxes required as a result of such consideration being issued to a person other than the registered holder of such Certificate or share of Capital Stock in book-entry form or establish to the satisfaction of the Exchange Agent that such transfer or similar Taxes have been paid or are not payable.

Exchange Procedures. (ia) On the Closing Date and prior Prior to the Effective Time, Parent Acquiror shall deposit, designate a bank or shall cause trust company to be deposited, with the Exchange Agent, act as agent for the benefit of the holders of Company Common StockShares(the "Exchange Agent") to receive the funds to which holders of such Shares shall become entitled pursuant to Section 4.1(a). At the Effective Time, for exchange in accordance with this Article 3, Acquiror shall transfer to the number of shares of Parent Common Stock sufficient Exchange Agent by wire transfer to deliver such account as the Exchange Agent shall direct prior to the Effective Time the aggregate Per Share Merger Consideration payable amount to be paid to the holders of Shares pursuant to this Agreement Section 4.1(a) (such shares of Parent Common Stock being hereinafter referred to as the “"Exchange Fund”"). (ii) Parent shall cause the . The Exchange AgentAgent shall, pursuant to irrevocable instructions, to pay such Per Share deliver the Merger Consideration pursuant to Section 4.1 out of the Exchange Fund in accordance with the Merger Payment Schedule and the other applicable provisions contained in this Agreement. The Exchange Fund shall not be used for any other purposeas provided herein. (iiib) If As soon as reasonably practicable after the Merger Payment Schedule is delivered Effective Time, the Exchange Agent shall mail to each holder of record of Shares immediately prior to the Effective Time (excluding any Shares which will be canceled pursuant to Section 4.1(b) or which are subject to Section 4.3) (i) a letter of transmittal (the "Letter of Transmittal") (which shall specify that delivery shall be effected, and risk of loss and title to the Company Certificates shall pass, only upon delivery of such Company Certificates to the Exchange Agent and shall be in accordance with Section 3.2(isuch form and have such other provisions as Acquiror shall specify) on or prior to and (ii) instructions for use in effecting the date that is (A) at least two Business Days prior to the Closing Date, then Parent and surrender of the Company shall take reasonable steps to cause Certificates in exchange for the applicable Per Share Merger Consideration to be issued to the applicable holder of Capital Stock in book-entry form as soon as reasonably practicable, but in no event more than two Business Days, following the Closing Date, or (B) less than two Business Days prior to the Closing Date, then Parent and the Company shall take all necessary actions to cause the applicable Per Share Merger Consideration to be issued to the applicable holder of Capital Stock in book-entry form within two Business Days after such delivery; provided that the Per Share Merger Consideration shall not be issued with respect to shares the Shares formerly represented thereby. (c) Upon surrender of Capital Stock represented by a Company Certificate until the applicable holder of such Capital Stock has surrendered such Certificate (or an affidavit of loss in lieu thereof) for cancellation to the Exchange Agent, together with the Letter of Transmittal, duly executed, and such other documents as Acquiror or the Exchange Agent shall reasonably request, the holder of such Company Certificate shall be entitled to receive the Merger Consideration for each Share represented thereby in exchange therefor. Until surrendered as contemplated by this Section 4.2, each Company Certificate shall be deemed at any time after the Effective Time to represent only the right to receive the Merger Consideration with respect to the Shares formerly represented thereby. No interest will be paid or will accrue on any amount payable in cash pursuant to Section 4.1(a). Upon surrender of a Company Certificate, such Company Certificate shall forthwith be canceled. (ivd) If any Per Share Merger Consideration payment in respect of Shares surrendered to the Exchange Agent is to be issued made to a person other than the holder of Capital Stock person in whose name the a surrendered Certificate or the transferred shares of Capital Stock in book-entry form certificate is registered, it shall be a condition to such payment that the issuance of the applicable portion of such Per Share Merger Consideration that, in addition to any other requirements set forth in the Exchange Agent Agreement, (A) either such Certificate certificate so surrendered shall be properly endorsed or shall be otherwise be in proper form for transfer or such share of Capital Stock in book-entry form shall be properly transferred and (B) that the person requesting such consideration pay to the Exchange Agent payment shall have paid any transfer or similar Taxes and other taxes required as a result by reason of such consideration being issued to a person other than the registered holder of such Certificate payment or share of Capital Stock in book-entry form or establish shall have established to the satisfaction of the Surviving Corporation or the Exchange Agent that such transfer or similar Taxes taxes either have been paid or are not payable. (e) At the Effective Time, the stock transfer books of the Company shall be closed and there shall be no further registration of transfers of shares of Common Stock thereafter on the records of the Company. From and after the Effective Time, the holders of certificates evidencing ownership of shares of Common Stock outstanding immediately prior to the Merger shall cease to have any rights as stockholders of the Company or otherwise with respect to such shares, except as otherwise provided herein or by law. No dividends or other distribution declared after the Effective Time with respect to any shares of capital stock of the Company or the Surviving Corporation shall be paid to the holder of any unsurrendered certificate or certificates formerly representing shares of Common Stock. (f) Notwithstanding anything to the contrary in this Agreement, and subject to Section 4.2(g), none of the Exchange Agent, the Surviving Corporation or any party hereto shall be liable to a holder of a certificate or certificates formerly representing shares of Common Stock for any amount properly paid to a public official pursuant to any applicable property, escheat or similar law. (g) Promptly following the date of the first anniversary of the Effective Time, the Exchange Agent shall return to the Surviving Corporation all cash in its possession relating to the transactions described in this Agreement, and the Exchange Agent's duties shall terminate. Thereafter, each holder of a certificate formerly representing Shares may surrender such certificates to the Surviving Corporation and (subject to applicable abandoned property, escheat and similar law) receive in exchange therefor cash in accordance with Section 4.1(a) hereof, without any interest thereon. If any Company Certificates shall not have been surrendered prior to seven years after the Effective Time (or, immediately prior to such earlier date on which any Merger Consideration in respect of such Company Certificates would otherwise escheat to or become the property of any governmental authority), any such Merger Consideration in respect of the Shares represented by such Company Certificates shall, to the extent permitted by applicable laws, become the property of Acquiror. (h) In the event that any Company Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person claiming such Company Certificate to be lost, stolen or destroyed and, if required by Acquiror, the posting by such Person of a bond in such reasonable amount as Acquiror may direct and/or an indemnification agreement as indemnity against any claim that may be made against it with respect to such Company Certificate, the Exchange Agent (or Acquiror, as the case may be) will issue in exchange for such lost, stolen or destroyed Company Certificate the Merger Consideration deliverable in respect of the Shares represented thereby pursuant to this Agreement. (i) Acquiror shall be entitled to, or shall be entitled to cause the Exchange Agent to, deduct and withhold from the consideration otherwise payable pursuant to this Agreement to any holder of Shares such amounts as are required to be deducted and withheld with respect to the making of such payment under the Code, or any provision of state, local or foreign tax law. To the extent that amounts are so withheld by Acquiror or the Exchange Agent, as the case may be, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the holder of the Shares in respect of which such deduction and withholding was made by Acquiror or the Exchange Agent and such sums shall be remitted by Acquiror to the appropriate taxing authorities.

Exchange Procedures. (i) On the Closing Date and prior to Promptly after the Effective Time, Parent shall deposit, or the Surviving Corporation shall cause its transfer agent (or a depository or trust institution of recognized standing selected by BancTrust and reasonably satisfactory to Peoples) (the “Exchange Agent”) to mail to the former shareholders of Peoples appropriate transmittal materials (which shall specify that delivery shall be depositedeffected, with and risk of loss and title to the certificates theretofore representing shares of Peoples Common Stock shall pass, only upon proper delivery of such certificates to the Exchange Agent). After the Effective Time, for the benefit of the holders of Company Common Stock, for exchange in accordance with this Article 3, the number each holder of shares of Parent Peoples Common Stock sufficient (other than shares to deliver the aggregate Per Share Merger Consideration payable be canceled pursuant to Section 3.3 of this Agreement (or as to which dissenters’ rights of appraisal have been perfected as provided in Section 3.4 of this Agreement) issued and outstanding at the Effective Time shall surrender the certificate or certificates representing such shares of Parent Common Stock being hereinafter referred to as the “Exchange Fund”). (ii) Parent shall cause the Exchange Agent, pursuant to irrevocable instructions, to pay such Per Share Merger Consideration out of the Exchange Fund in accordance with the Merger Payment Schedule and the other applicable provisions contained in this Agreement. The Exchange Fund shall not be used for any other purpose. (iii) If the Merger Payment Schedule is delivered to the Exchange Agent (or shall furnish customary documentation and indemnity if any such certificates are lost, stolen or destroyed) and shall promptly thereafter receive in accordance exchange therefor the Merger Consideration provided in Section 3.1 of this Agreement, together with all undelivered dividends or distributions in respect of the shares of BancTrust Common Stock received (without interest thereon) pursuant to Section 3.2(i) on 4.2 of this Agreement. To the extent required by Section 3.5 of this Agreement, each holder of shares of Peoples Common Stock issued and outstanding at the Effective Time also shall receive, upon surrender of the certificate or prior certificates representing such shares, cash in lieu of any fractional share of BancTrust Common Stock to which such holder may be otherwise entitled (without interest). The Surviving Corporation shall not be obligated to deliver the date that is (A) at least two Business Days prior to the Closing Date, then Parent and the Company shall take reasonable steps to cause the applicable Per Share Merger Consideration to be issued to the applicable which any former holder of Capital Peoples Common Stock in book-entry form as soon as reasonably practicable, but in no event more than two Business Days, following the Closing Date, or (B) less than two Business Days prior to the Closing Date, then Parent and the Company shall take all necessary actions to cause the applicable Per Share Merger Consideration to be issued to the applicable holder of Capital Stock in book-entry form within two Business Days after such delivery; provided that the Per Share Merger Consideration shall not be issued with respect to shares of Capital Stock represented by a Certificate until the applicable holder of such Capital Stock has surrendered such Certificate (or an affidavit of loss in lieu thereof) to the Exchange Agent. (iv) If any Per Share Merger Consideration is to be issued to a person other than the holder of Capital Stock in whose name the surrendered Certificate or the transferred shares of Capital Stock in book-entry form is registered, it shall be a condition to the issuance of the applicable portion of such Per Share Merger Consideration that, in addition to any other requirements set forth in the Exchange Agent Agreement, (A) either such Certificate shall be properly endorsed or shall otherwise be in proper form for transfer or such share of Capital Stock in book-entry form shall be properly transferred and (B) the person requesting such consideration pay to the Exchange Agent any transfer or similar Taxes required entitled as a result of the Merger until such consideration being issued to a person other than holder surrenders his certificate or certificates representing the registered holder shares of such Certificate Peoples Common Stock for exchange as provided in this Section 4.1. The certificate or share certificates of Capital Peoples Common Stock in book-entry form or establish to the satisfaction of so surrendered shall be duly endorsed as the Exchange Agent that such transfer or similar Taxes have been may require. Any other provision of this Agreement notwithstanding, neither the Surviving Corporation nor the Exchange Agent shall be liable to a holder of Peoples Common Stock for any amounts paid or are not payableproperty delivered in good faith to a public official pursuant to any applicable abandoned property Law.

Exchange Procedures. (i) On the Closing Date and prior to Promptly after the Effective Time, Parent shall deposit, or shall cause to be deposited, with the Exchange Agent, for the benefit of the holders of Company Common Stock, for exchange in accordance with this Article 3, the number of shares of Parent Common Stock sufficient to deliver the aggregate Per Share Merger Consideration payable pursuant to this Agreement (such shares of Parent Common Stock being hereinafter referred to as the “Exchange Fund”). (ii) Parent Surviving Corporation shall cause the Exchange Agent to mail to the former stockholders of IRBC appropriate transmittal materials (which shall specify that delivery shall be effected, and risk of loss and title to the certificates theretofore representing shares of IRBC Common Stock shall pass, only upon proper delivery of such certificates to the Exchange Agent, pursuant to irrevocable instructions, to pay such Per Share Merger Consideration out ). After completion of the Exchange Fund allocation procedure set forth in accordance with the Merger Payment Schedule Section 3.1(c)(5) and the other applicable provisions contained in this Agreement. The Exchange Fund shall not be used upon surrender of a certificate or certificates for any other purpose. (iii) If the Merger Payment Schedule is delivered exchange and cancellation to the Exchange Agent (such shares to be free and clear of all liens, claims and encumbrances), together with a properly executed letter of transmittal, the holder of such certificate or certificates shall be entitled to receive in accordance with Section 3.2(iexchange therefore: (a) on or prior a certificate representing that number of whole shares of ANB Common Stock which such holder of IRBC Common Stock became entitled to receive pursuant to the date that is provisions of Article 3 hereof and (Ab) at least two Business Days prior a check representing the aggregate cash consideration, if any, which such holder has the right to receive pursuant to the Closing Dateprovisions of Article 3 hereof, then Parent and the Company certificate or certificates so surrendered shall take reasonable steps to cause the applicable Per Share Merger Consideration to forthwith be issued to the applicable holder of Capital Stock in book-entry form as soon as reasonably practicable, but in no event more than two Business Days, following the Closing Date, cancelled. No interest will be paid or (B) less than two Business Days prior to the Closing Date, then Parent and the Company shall take all necessary actions to cause the applicable Per Share Merger Consideration to be issued to the applicable holder of Capital Stock in book-entry form within two Business Days after such delivery; provided that accrued on the Per Share Merger Cash Consideration, any cash in lieu of fractional shares, any Additional Optional Cash Consideration or any unpaid dividends and distributions, if any, payable to holders of certificates for IRBC Common Stock. The Surviving Corporation shall not be issued with respect obligated to shares of Capital Stock represented by a Certificate until deliver the applicable consideration to which any former holder of such Capital IRBC Common Stock has surrendered such Certificate (or an affidavit of loss in lieu thereof) to the Exchange Agent. (iv) If any Per Share Merger Consideration is to be issued to a person other than the holder of Capital Stock in whose name the surrendered Certificate or the transferred shares of Capital Stock in book-entry form is registered, it shall be a condition to the issuance of the applicable portion of such Per Share Merger Consideration that, in addition to any other requirements set forth in the Exchange Agent Agreement, (A) either such Certificate shall be properly endorsed or shall otherwise be in proper form for transfer or such share of Capital Stock in book-entry form shall be properly transferred and (B) the person requesting such consideration pay to the Exchange Agent any transfer or similar Taxes required entitled as a result of the Merger until such consideration being issued to a person other than holder surrenders his certificate or certificates representing the registered holder shares of such Certificate IRBC Common Stock for exchange as provided in this Section 4.1. The certificate or share of Capital certificates for IRBC Common Stock in book-entry form or establish to the satisfaction of so surrendered shall be duly endorsed as the Exchange Agent that such transfer or similar Taxes have been may require. Any other provision of this Agreement notwithstanding, neither the Surviving Corporation, ANB nor the Exchange Agent shall be liable to a holder of IRBC Common Stock for any amounts paid or are not payableproperty delivered in good faith to a public official pursuant to any applicable abandoned property Law.

Exchange Procedures. (i) On the Closing Date and prior to As promptly as practicable after the Effective Time, Parent shall deposit, or the Buyer shall cause the Exchange Agent to mail to each holder of record of a Certificate whose shares of Company Common Stock were converted into the right to receive the Merger Consideration pursuant to Section 2.4(b), (i) a form of letter of transmittal (which shall specify that delivery shall be depositedeffected, with and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Agent and which shall be in customary form and shall have such other provisions as the Buyer may reasonably specify) and (ii) instructions for use in surrendering the Certificates in exchange for applicable Merger Consideration, any dividends or other distributions to which holders of Certificates are entitled pursuant to Section 2.5(c) and cash in lieu of any fractional shares of Buyer Common Stock to which such holders are entitled pursuant to Section 2.5(e). Upon surrender of a Certificate for cancellation to the Exchange Agent, for together with such letter of transmittal, duly completed and validly executed, and such other documents as may be reasonably required by the benefit Exchange Agent, the holder of such Certificate shall be entitled to receive in exchange therefor (A) a certificate (or evidence of shares in book-entry form) representing that number of whole shares of Buyer Common Stock that such holder has the holders right to receive pursuant to the provisions of this Article II after taking into account all the shares of Company Common Stock, Stock then held by such holder under all such Certificates so surrendered and (B) a check for exchange in accordance with the cash that such holder is entitled to receive pursuant to the provisions of this Article 3II after taking into account all the shares of Company Common Stock then held by such holder under all such Certificates so surrendered, including any dividends or other distributions to which such holder is entitled pursuant to Section 2.5(c) and cash in lieu of any fractional shares of Buyer Common Stock to which such holder is entitled pursuant to Section 2.5(e), and the Certificate so surrendered shall then be canceled. In the event of a transfer of ownership of shares of Company Common Stock that is not registered in the transfer records of the Company, (w) a certificate (or evidence of shares in book-entry form) representing the proper number of shares of Parent Buyer Common Stock, (x) any dividends or other distributions to which such holder is entitled pursuant to Section 2.5(c) and (y) cash in lieu of any fractional shares of Buyer Common Stock sufficient to deliver the aggregate Per Share Merger Consideration payable which such holder is entitled pursuant to this Agreement (such shares of Parent Common Stock being hereinafter referred Section 2.5(e), may be issued to as a Person other than the “Exchange Fund”). (ii) Parent shall cause Person in whose name the Certificate so surrendered is registered, if, upon presentation to the Exchange Agent, pursuant to irrevocable instructions, to pay such Per Share Merger Consideration out of the Exchange Fund in accordance with the Merger Payment Schedule and the other applicable provisions contained in this Agreement. The Exchange Fund shall not be used for any other purpose. (iii) If the Merger Payment Schedule is delivered to the Exchange Agent in accordance with Section 3.2(i) on or prior to the date that is (A) at least two Business Days prior to the Closing Date, then Parent and the Company shall take reasonable steps to cause the applicable Per Share Merger Consideration to be issued to the applicable holder of Capital Stock in book-entry form as soon as reasonably practicable, but in no event more than two Business Days, following the Closing Date, or (B) less than two Business Days prior to the Closing Date, then Parent and the Company shall take all necessary actions to cause the applicable Per Share Merger Consideration to be issued to the applicable holder of Capital Stock in book-entry form within two Business Days after such delivery; provided that the Per Share Merger Consideration shall not be issued with respect to shares of Capital Stock represented by a Certificate until the applicable holder of such Capital Stock has surrendered such Certificate (or an affidavit of loss in lieu thereof) to the Exchange Agent. (iv) If any Per Share Merger Consideration is to be issued to a person other than the holder of Capital Stock in whose name the surrendered Certificate or the transferred shares of Capital Stock in book-entry form is registered, it shall be a condition to the issuance of the applicable portion of such Per Share Merger Consideration that, in addition to any other requirements set forth in the Exchange Agent Agreement, (A) either such Certificate shall be properly endorsed or shall otherwise be in proper form for transfer or such share of Capital Stock in book-entry form shall be properly transferred and (B) the person Person requesting such consideration issuance shall pay to the Exchange Agent any transfer or similar other Taxes required as a result by reason of such consideration being issued the issuance of shares of Buyer Common Stock to a person Person other than the registered holder of such Certificate or share of Capital Stock in book-entry form or establish to the reasonable satisfaction of the Exchange Agent that such transfer or similar Taxes have Tax has been paid or are is not payableapplicable. Until surrendered as contemplated by this Section 2.5(b), each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration, any dividends or other distributions to which the holder of such Certificate is entitled pursuant to Section 2.5(c) and cash in lieu of any fractional share of Buyer Common Stock to which such holder is entitled pursuant to Section 2.5(e). No interest will be paid or will accrue on the Merger Consideration or on any cash payable to holders of Certificates pursuant to Section 2.5(c) or (e).

Exchange Procedures. To exchange Notes, a Holder must satisfy the requirements set forth in this Section 2.13. To exchange the Notes, a Holder must (ia) On complete and manually sign the Closing Date irrevocable exchange notice on the reverse of the Note (or complete and prior manually sign a facsimile of such notice) and deliver such notice to the Effective TimeExchange Agent at the office maintained by the Exchange Agent for such purpose, Parent shall deposit(b) with respect to Notes which are in certificated form, or shall cause surrender the Notes to be deposited, with the Exchange Agent, for or, if the benefit Notes are in book-entry form, comply with the appropriate procedures of the holders of Company Common StockDepositary, for exchange in accordance with this Article 3, the number of shares of Parent Common Stock sufficient to deliver the aggregate Per Share Merger Consideration payable pursuant to this Agreement (such shares of Parent Common Stock being hereinafter referred to as the “Exchange Fund”). (iic) Parent shall cause furnish appropriate endorsements and transfer documents if required by the Exchange Agent, pursuant the Company or the Trustee and (d) pay any transfer or similar tax, if required. The date on which the Holder satisfies all such requirements shall be deemed to irrevocable instructions, to pay be the date on which the applicable Notes shall have been tendered for exchange. Notes in respect of which a Holder has delivered an Optional Repurchase Notice or Change in Control Purchase Notice may be exchanged only if such Per Share Merger Consideration out of the Exchange Fund notice is withdrawn in accordance with the Merger Payment Schedule terms of Section 2.08 or Section 2.09, as the case may be. In case any Note shall be surrendered for partial exchange, the Operating Partnership shall execute and the other Trustee shall authenticate and deliver to, or upon the written order of, the Holder of the Note so surrendered, without charge to such holder, a new Note or Notes in authorized denominations in an aggregate principal amount equal to the portion of the surrendered Notes not surrendered for exchange. A Holder may exchange fewer than all of such Holder’s Notes so long as the Notes exchanged are an integral multiple of $1,000 principal amount. Upon surrender of a Note for exchange by a Holder, such Holder shall deliver to the Operating Partnership cash equal to the amount that the Operating Partnership is required to deduct and withhold under applicable provisions contained law in this Agreementconnection with the exchange; provided, however, if the Holder does not deliver such cash, the Operating Partnership may deduct and withhold from the amount of consideration otherwise deliverable to such Holder the amount required to be deducted and withheld under applicable law. The Exchange Fund Upon exchange of a Note, a Holder shall not receive any cash payment representing accrued and unpaid interest on such Note. Instead, upon an exchange of Notes, the Operating Partnership shall deliver to tendering Holders only the consideration specified in Section 2.12. Delivery of cash and Company Common Shares, if any, upon an exchange of Notes shall be used for deemed to satisfy the Operating Partnership’s obligation to pay the principal amount of the Notes and any other purpose. (iii) If the Merger Payment Schedule is delivered to accrued and unpaid interest. Accordingly, upon an exchange of Notes, any accrued and unpaid interest shall be deemed paid in full rather than cancelled, extinguished or forfeited. In no event shall the Exchange Agent in accordance with Section 3.2(i) Rate be adjusted to account for accrued and unpaid interest on the Notes. Holders of Notes at the close of business on a Regular Record Date for an interest payment shall receive payment of interest payable on the corresponding Interest Payment Date notwithstanding the exchange of such Notes at any time after the close of business on the applicable Regular Record Date. Notes tendered for exchange by a Holder after the close of business on any Regular Record Date for an interest payment and on or prior to the date corresponding Interest Payment Date must be accompanied by payment of an amount equal to the interest that such Holder is to receive on such Notes on such Interest Payment Date; provided, however, that no such payment shall be required to be made (1) if such Notes have been called for redemption on a Redemption Date that is (A) at least two Business Days after such Regular Record Date and on or prior to the Closing Datesecond Business Day following such Interest Payment Date or (2) with respect to overdue interest (including Additional Interest), then Parent and if any overdue interest exists at the Company time of exchange with respect to such Notes. Upon exchange of a Note, the Operating Partnership, if it elects to deliver Net Shares, shall take reasonable steps to cause pay any documentary, stamp or similar issue or transfer tax due on the applicable Per Share Merger Consideration issue of the Net Shares upon the exchange, if any, unless the tax is due because the Holder requests the shares to be issued to the applicable holder of Capital Stock in book-entry form as soon as reasonably practicable, but in no event more than two Business Days, following the Closing Date, or (B) less than two Business Days prior to the Closing Date, then Parent and the Company shall take all necessary actions to cause the applicable Per Share Merger Consideration to be issued to the applicable holder of Capital Stock in book-entry form within two Business Days after such delivery; provided that the Per Share Merger Consideration shall not be issued with respect to shares of Capital Stock represented by a Certificate until the applicable holder of such Capital Stock has surrendered such Certificate (or an affidavit of loss in lieu thereof) to the Exchange Agent. (iv) If any Per Share Merger Consideration is to be issued delivered to a person other than the Holder, in which case the Holder must pay the tax due prior to the delivery of such Net Shares. Certificates representing or evidencing Company Common Shares shall not be issued or delivered unless all taxes and duties, if any, payable by the Holder have been paid. A Holder of Notes, as such, shall not be entitled to any rights of a holder of Capital Stock Company Common Shares. Such Holder shall only acquire such rights upon the delivery by the Operating Partnership, at its option, of Net Shares in whose name accordance with the surrendered Certificate or provisions of Section 2.12 in connection with the transferred shares exchange by a Holder of Capital Stock in book-entry form is registeredNotes. If a Holder exchanges more than one Note at the same time, it the number of Net Shares, if any, issuable upon the exchange shall be based on the total principal amount of the Notes surrendered for exchange. The Company shall, prior to issuance of any Notes hereunder, and from time to time as may be necessary, reserve out of its authorized but unissued Company Common Shares a condition sufficient number of Company Common Shares to permit the exchange of the Notes at the applicable Exchange Rate, assuming an election by the Company to satisfy the entire Net Amount by the delivery of Company Common Shares. Any Company Common Shares delivered upon an exchange of Notes shall be newly issued shares or treasury shares, shall be duly and validly issued and fully paid and nonassessable and shall be free from preemptive rights and free of any lien or adverse claim. The Company shall endeavor promptly to comply with all federal and state securities laws regulating the issuance and delivery of Company Common Shares, if any, upon an exchange of Notes and, prior to delivering any Company Common Shares upon an exchange of the applicable portion of Notes, shall cause to have listed or quoted all such Per Share Merger Consideration that, in addition to any Company Common Shares on each U.S. national securities exchange or over-the-counter or other requirements domestic market on which the Company Common Shares are then listed or quoted. Except as set forth in the Exchange Agent Agreementherein, (A) either such Certificate no other payment or adjustment for interest shall be properly endorsed or shall otherwise be in proper form for transfer or such share made upon exchange of Capital Stock in book-entry form shall be properly transferred and (B) the person requesting such consideration pay to the Exchange Agent any transfer or similar Taxes required as a result of such consideration being issued to a person other than the registered holder of such Certificate or share of Capital Stock in book-entry form or establish to the satisfaction of the Exchange Agent that such transfer or similar Taxes have been paid or are not payableNotes.

Exchange Procedures. (i) On Promptly after the Closing Date and Effective Time (but no later than five (5) Business Days after the Effective Time), the Paying Agent will mail to each holder of record of a certificate or certificates, which represented outstanding shares of Common Stock immediately prior to the Effective TimeTime ("Certificates"), Parent shall depositand to each holder of uncertificated shares of Common Stock represented by book entry immediately prior to the Effective Time ("Book−Entry Shares"), in each case, whose shares were converted into the right to receive cash pursuant to Section 2.5(b): (A) a letter of transmittal (which will be in customary form and reviewed by the Company prior to delivery thereof) specifying that delivery will be effected, and risk of loss and title to the Certificates or shall cause Book−Entry Shares held by such Person will pass, only upon delivery of the Certificates or Book−Entry Shares to be depositedthe Paying Agent; and (B) instructions for use in effecting the surrender of the Certificates or Book−Entry Shares, with the Exchange Agent, in exchange for the benefit of the holders of Company Common Stock, for exchange in accordance with this Article 3, the number of shares of Parent Common Stock sufficient to deliver the aggregate Per Share applicable Merger Consideration payable pursuant to this Agreement (such shares of Parent Common Stock being hereinafter referred to as the “Exchange Fund”)Consideration. (ii) Parent shall cause the Exchange AgentUpon surrender to, pursuant to irrevocable instructions, to pay such Per Share Merger Consideration out of the Exchange Fund and acceptance in accordance with Section 2.7(b)(iii) below by, the Merger Payment Schedule and Paying Agent of a Certificate or of Book-Entry Shares, the other applicable provisions contained in holder will be entitled to the amount of cash into which the number of Book−Entry Shares or shares of Common Stock formerly represented by each Certificate surrendered have been converted under this Agreement. The Exchange Fund shall not be used for any other purpose. (iii) If The Paying Agent will accept Certificates or Book Entry Shares upon compliance with such reasonable terms and conditions as the Merger Payment Schedule is delivered Paying Agent may impose to effect an orderly exchange of the Exchange Agent Certificates or Book−Entry Shares in accordance with Section 3.2(i) on or prior to the date that is (A) at least two Business Days prior to the Closing Date, then Parent and the Company shall take reasonable steps to cause the applicable Per Share Merger Consideration to be issued to the applicable holder of Capital Stock in book-entry form as soon as reasonably practicable, but in no event more than two Business Days, following the Closing Date, or (B) less than two Business Days prior to the Closing Date, then Parent and the Company shall take all necessary actions to cause the applicable Per Share Merger Consideration to be issued to the applicable holder of Capital Stock in book-entry form within two Business Days after such delivery; provided that the Per Share Merger Consideration shall not be issued with respect to shares of Capital Stock represented by a Certificate until the applicable holder of such Capital Stock has surrendered such Certificate (or an affidavit of loss in lieu thereof) to the Exchange Agentnormal exchange practices. (iv) After the Effective Time, no further transfers may be made on the records of the Company or its transfer agent of Certificates or Book−Entry Shares and if such Certificates or Book−Entry Shares are presented to the Company for transfer, they will be canceled against delivery of the Merger Consideration allocable to the shares of Common Stock represented by such Certificates or Book−Entry Shares. (v) No interest will be paid or accrued for the benefit of holders of Certificates or Book−Entry Shares on the Merger Consideration payable in respect of Certificates or Book−Entry Shares. (vi) If any Per Share Merger Consideration is to be issued remitted to a person name other than the holder of Capital Stock that in whose name which the surrendered Certificate or the transferred shares of Capital Stock in bookBook-entry form Entry Share is registered, it shall be a condition to the issuance of the applicable portion of such Per Share no Merger Consideration that, may be paid in addition to any other requirements set forth in the Exchange Agent Agreement, exchange for such surrendered Certificate or Book-Entry Share unless: (A) either such the Certificate shall be so surrendered is properly endorsed endorsed, with signature guaranteed, or shall otherwise be in proper form for transfer or such share of Capital Stock in book-entry form shall be properly transferred and transfer; (B) the person Book-Entry Share is properly transferred; and (C) the Person requesting such consideration payment shall pay to the Exchange Agent any transfer or similar other Taxes required as a result by reason of such consideration being issued the payment to a person Person other than the registered holder of such the Certificate or share of Capital Stock in bookBook-entry form Entry Share or establish to the satisfaction of the Exchange Paying Agent that such transfer or similar Taxes have Tax has been paid or are is not payable. (vii) Until surrendered as contemplated by this Section 2.7 and at any time after the Effective Time, each Certificate or Book-Entry Share (other than Dissenting Shares and Excluded Shares) will be deemed to represent only the right to receive upon such surrender the Merger Consideration allocable to such Book-Entry Share or the shares represented by such Certificate as contemplated by Section 2.5(b).

Exchange Procedures. (ia) On the Closing Date and prior Prior to the Effective Time, Parent TCB shall depositappoint an exchange agent (the “Exchange Agent”) to act as the exchange agent hereunder. (b) At or promptly after the Effective Time, TCB shall deposit with or shall cause make available to be deposited, with the Exchange Agent, for the benefit of the holders of Company Common Stock, Agent for exchange in accordance with this Article 3Section 1.06, the number certificates or, at TCB’s option, evidence of shares in book entry form, representing the Stock Consideration, Cash Consideration and any cash payable in lieu of Parent Common Stock sufficient to deliver the aggregate Per Share Merger Consideration payable pursuant to this Agreement fractional shares (such shares of Parent Common Stock being hereinafter referred to as collectively, the “Exchange Fund”). (iic) Parent No later than ten (10) Business Days after the Effective Time and subject to TCB’s receipt of a list of HBI’s shareholders in a format that is acceptable to the TCB, TCB shall, or shall cause the Exchange AgentAgent to, pursuant mail to irrevocable instructions, to pay such Per Share Merger Consideration out each holder of the Exchange Fund in accordance with the Merger Payment Schedule and the other applicable provisions contained in this Agreement. The Exchange Fund shall not be used for any other purpose. (iii) If the Merger Payment Schedule is delivered to the Exchange Agent in accordance with Section 3.2(i) on or record immediately prior to the date Effective Time of certificates (other than with respect to Cancelled Shares and Dissenting Shares) representing shares of HBI Stock (each, a “Certificate,” it being understood that is (A) at least two Business Days prior any reference herein to the Closing Date, then Parent and the Company a “Certificate” shall take reasonable steps be deemed to cause the applicable Per Share Merger Consideration include reference to be issued to the applicable holder of Capital Stock in book-entry form as soon as reasonably practicable, but in no event more than two Business Days, following the Closing Date, or (B) less than two Business Days prior account statements relating to the Closing Date, then Parent and the Company shall take all necessary actions to cause the applicable Per Share Merger Consideration to be issued to the applicable holder ownership of Capital Stock in book-entry form within two Business Days after such delivery; provided that the Per Share Merger Consideration shall not be issued with respect to shares of Capital Stock represented by HBI Stock), (i) a letter of transmittal, which shall specify that delivery shall be effected, and risk of loss and title to each Certificate until the applicable holder shall pass, only upon delivery of such Capital Stock has surrendered such Certificate (or an affidavit of loss in lieu thereofof such Certificate and, if reasonably required by TCB or the Exchange Agent, the posting by such holder of HBI Stock of a bond in such amount as TCB may determine is reasonably necessary as indemnity against any claim that may be made against it with respect to such Certificate; provided, that the amount of such bond shall not exceed the amount of Merger Consideration to be received with respect to such Certificate) to the Exchange AgentAgent and shall be substantially in such form and have such other provisions as shall be prescribed by the Exchange Agent (the “Letter of Transmittal”), and (ii) instructions for use in surrendering each Certificate in exchange for the Merger Consideration, any cash in lieu of a fractional share of TCB Stock to be issued or paid in consideration therefor and any dividends or distributions to which such holder is entitled pursuant to this Section 1.06. The HBI shareholders will be entitled to receive the Merger Consideration only after receipt by the Exchange Agent of a properly completed Letter of Transmittal and Accredited Investor Questionnaire. If a Letter of Transmittal contains an error, is incomplete or is not accompanied by all appropriate Certificates, then the Exchange Agent will notify that HBI shareholder promptly of the need for further information or documentation. No HBI shareholder shall be entitled to receive any of the Merger Consideration until such shareholder properly completes an Accredited Investor Questionnaire that is true, correct and complete in all respects. Any shareholders that indicates that they that are a Non-Qualified Shareholder in an Accredited Investor Questionnaire, shall provide the Exchange Agent and/or TCB such additional information as reasonably requested in an order to enable TCB to make a determination as to whether such HBI shareholder is a Qualified Shareholder or Non-Qualified Shareholder. (ivd) If Within seven (7) Business Days after surrender to the Exchange Agent of its Certificate or Certificates, accompanied by a properly completed Letter of Transmittal, or within ten (10) Business Days after the Effective Time for any Per Share uncertificated shares of HBI Stock held of record in book-entry form (subject to receipt of any customary tax documentation that may be reasonably requested by the Exchange Agent), the Exchange Agent shall deliver to such holder of HBI Stock the Merger Consideration is and any cash in lieu of a fractional share of TCB Stock to be issued to a person other than or paid in consideration therefor in respect of the holder shares of Capital HBI Stock in whose name the surrendered represented by such holder’s Certificate or the transferred Certificates, and each Certificate surrendered will be canceled. TCB may, at its option, deliver any shares of Capital TCB Stock in book-entry form form. Until so surrendered, each Certificate shall represent after the Effective Time, for all purposes, only the right to receive, without interest, the Merger Consideration and any cash in lieu of a fractional share of TCB Stock to be issued or paid in consideration therefor upon surrender of such Certificate in accordance with this Section 1.06, and any dividends or distributions to which such holder is registeredentitled pursuant to this Section 1.06. Notwithstanding anything to the contrary herein, it no Certificate or Certificates shall be deemed surrendered to the Exchange Agent prior to the Effective Time. (e) No dividends or other distributions with respect to TCB Stock shall be paid to the holder of any unsurrendered Certificate with respect to the shares of TCB Stock represented thereby, in each case unless and until the surrender of such Certificate in accordance with this Section 1.06. However, upon surrender of such Certificate, the Merger Consideration, together with all such undelivered dividends or other distributions without interest, shall be delivered and paid with respect to each share represented by such Certificate. Subject to the effect of applicable abandoned property, escheat or similar Laws, following surrender of any such Certificate in accordance with this Section 1.06, the record holder thereof shall be entitled to receive, without interest, (i) the amount of dividends or other distributions, if any, with a condition record date at or after the Effective Time that are payable with respect to the whole shares of TCB Stock issuable with respect to such Certificate and not paid and/or (ii) at the appropriate payment date, the amount of dividends or other distributions payable with respect to shares of TCB Stock issuable with respect to such Certificate with a record date after the Effective Time (but before such surrender date) and with a payment date subsequent to the issuance of the applicable portion TCB Stock issuable with respect to such Certificate. (f) In the event of such Per Share a transfer of ownership of a Certificate representing HBI Stock prior to the Effective Time that is not registered in the stock transfer records of HBI, the Merger Consideration that, and any cash in addition lieu of a fractional share of TCB Stock to any be issued or paid in consideration therefor shall be issued or paid in exchange therefor to a Person other requirements set forth than the Person in whose name the Exchange Agent Agreement, (A) either Certificate so surrendered is registered if the Certificate formerly representing such Certificate HBI Stock shall be properly endorsed or shall otherwise be in proper form for transfer or such share of Capital Stock in book-entry form shall be properly transferred and (B) the person Person requesting such consideration payment or issuance shall pay to the Exchange Agent any transfer or other similar Taxes required as a result by reason of such consideration being issued the payment or issuance to a person Person other than the registered holder of such the Certificate or share of Capital Stock in book-entry form or establish to the satisfaction of TCB and the Exchange Agent that such transfer or similar Taxes have the Tax has been paid or is not applicable. (g) TCB and the Exchange Agent, as the case may be, shall be entitled to deduct and withhold, if necessary, from any consideration otherwise payable pursuant to this Agreement to any Person such amounts as TCB or the Exchange Agent, as the case may be, is required to deduct and withhold under the Code, or any provision of state, local or foreign tax law, with respect to the making of such payment. To the extent that amounts are so withheld by TCB or the Exchange Agent, as the case may be, and remitted to the appropriate Governmental Entity, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to such Person in respect of which such deduction and withholding was made by TCB or the Exchange Agent, as the case may be. (h) Any portion of the Exchange Fund that remains unclaimed by the shareholders of HBI at the expiration of six (6) months after the Effective Time shall be paid to TCB. In such event, any former shareholders of HBI who have not payabletheretofore complied with this Section 1.06 shall thereafter look only to TCB with respect to the Merger Consideration, any cash in lieu of any fractional shares and any unpaid dividends and distributions on the TCB Stock deliverable in respect of each share represented by a Certificate such shareholder holds as determined pursuant to this Agreement, in each case, without any interest thereon. (i) Any other provision of this Agreement notwithstanding, none of TCB, the Surviving Corporation or the Exchange Agent shall be liable to a holder of HBI Stock for any amounts paid or property delivered in good faith to a public official pursuant to any applicable abandoned property, escheat or similar law.

Exchange Procedures. (i) On Promptly following the Closing Date and Date, Buyer or the Exchange Agent shall mail a letter of transmittal in substantially the form attached hereto as Exhibit C (the “Letter of Transmittal”) to each Stockholder (including the holders of Company Warrants who exercised their Company Warrants prior to the Effective Time) at the address set forth opposite each such holder’s name on the Company Spreadsheet. After receipt of the Letter of Transmittal and any other documents that Buyer or the Exchange Agent may reasonably require in order to effect the exchange (the “Exchange Documents”), Parent shall depositthe Stockholders will surrender their certificates representing their shares of Company Capital Stock (the “Company Stock Certificates”) to the Exchange Agent for cancellation together with duly completed and validly executed Exchange Documents. Upon surrender of a Company Stock Certificate for cancellation to the Exchange Agent, or such other agent or agents as may be appointed by Buyer, together with such Exchange Documents, duly completed and validly executed in accordance with the instructions thereto, subject to the terms of Section 2.8(d), the Stockholder shall cause be entitled to be depositedreceive from the Exchange Agent in exchange therefor (A) the portion of the Exchange Fund, (B) the portion of the Adjusted Working Capital Surplus, if any, and (C) to the extent deposited with the Exchange Agent, for the benefit portion of the holders Representative Fund, to which such Stockholder is entitled pursuant to Sections 2.6(a) through and including 2.6(f) and Section 2.6(i), as applicable, and the Company Stock Certificate so surrendered shall be cancelled. Until so surrendered, each Company Stock Certificate (other than those representing Dissenting Shares) outstanding after the Effective Time will be deemed, for all corporate purposes thereafter, to evidence only the right to receive the amounts payable, if any, in exchange for shares of Company Capital Stock (without interest) into which such shares of Company Capital Stock shall have been so converted. No portion of the Merger Consideration will be paid to a Stockholder of any unsurrendered Company Stock Certificate with respect to such shares of Company Capital Stock formerly represented thereby until the Stockholder of record of such Company Stock Certificate shall surrender such Company Stock Certificate or documentation satisfactory to Buyer and the Exchange Agent evidencing the loss of such Company Stock Certificate as contemplated by Section 2.13 and shall deliver validly executed Exchange Documents. Notwithstanding anything in this Section 2.8(b), neither the Buyer nor any of its Affiliates shall be required to deliver to the Exchange Agent any Company Stock Certificate with respect to any shares of Company Common Stock, for exchange Stock held by Buyer or any of its Affiliates prior to the Effective Time as a result of the exercise of any Company Warrants in accordance with this Article 3, order to receive the number portion of shares of Parent Common Stock sufficient to deliver the aggregate Per Share Merger Consideration payable pursuant to this Agreement (such shares of Parent Common Stock being hereinafter referred to as the “Exchange Fund”)Buyer or its Affiliates. (ii) Parent shall cause the Exchange Agent, pursuant to irrevocable instructions, to pay such Per Share Merger Consideration out of the Exchange Fund in accordance with the Merger Payment Schedule and the other applicable provisions contained in this Agreement. The Exchange Fund shall not be used for any other purpose. At least ten (iii10) If the Merger Payment Schedule is delivered to the Exchange Agent in accordance with Section 3.2(i) on or prior to the date that is (A) at least two Business Days prior to the Closing Date, then Parent and the Company shall take reasonable steps mail or deliver to each holder of Company Vested Options who is an employee of the Company (each such option holder, an “Employee Option Holder”) notice of the proposed Merger and an Option Acknowledgement Form. Upon surrender to Buyer or the Company of an Option Acknowledgement Form, duly completed and validly exercised in accordance with the instructions thereto, Buyer shall cause the applicable Surviving Corporation to pay to each Employee Option Holder such former holder’s Per Share Merger Consideration Upfront Option Consideration, net of applicable Tax withholding amounts, if any. The Employee Option Holder shall also be entitled to be issued to receive from Buyer or the applicable holder Surviving Corporation (A) the portion of the Adjusted Working Capital Stock in book-entry form as soon as reasonably practicableSurplus, but in no event more than two Business Daysif any, following the Closing Date, or and (B) less than two to the extent deposited with Buyer or the Surviving Corporation, the portion of the Representative Fund, if any, in each case to which such holder is entitled to pursuant to Section 2.6(h) in accordance with and at the respective times set forth in this Agreement. Buyer shall make or cause to be made any payments of the applicable Company Vested Option Consideration to Employee Option Holders by depositing such funds with the Surviving Corporation for distribution through its normal payroll systems and shall cause such distribution to Employee Option Holders to be made. (iii) At least ten (10) Business Days prior to the Closing Date, then Parent and the Company shall take all necessary actions mail to cause each Non-Employee Option Holder a notice of the applicable Per Share proposed Merger Consideration and an Option Acknowledgement Form with appropriate instructions and any other documents that Buyer or the Exchange Agent may reasonably require in order to be issued to effect the applicable holder exchange of Capital Stock in book-entry form within two Business Days after such delivery; provided that their Company Vested Options for the Per Share Merger Consideration shall not be issued with respect to shares of Capital Stock represented by a Certificate until the applicable holder Company Vested Option Consideration. Upon return of such Capital Stock has surrendered such Certificate (or an affidavit of loss in lieu thereof) materials to the Exchange Agent, the Exchange Agent shall pay to each Non-Employee Option Holder such former holder’s Per Share Upfront Option Consideration, net of applicable Tax withholding amounts, if any. The Non-Employee Option Holder shall also be entitled to receive from the Exchange Agent (A) the portion of the Adjusted Working Capital Surplus, if any, and (B) to the extent deposited with the Exchange Agent, the portion of the Representative Fund, if any, in each case to which such holder is entitled to pursuant to Section 2.6(h) in accordance with and at the respective times set forth in this Agreement. (iv) If any Per Share Merger Consideration is At least ten (10) Business Days prior to be issued the Closing Date, the Company shall mail or deliver to a person other than the each holder of Capital Stock in whose name the surrendered Certificate or the transferred shares of Capital Stock in book-entry form is registered, it shall be a condition to the issuance Company Warrant a notice of the applicable portion proposed Merger and an agreement in the form approved by Buyer and the Company (a “Warrant Cash-Out Agreement”) providing that such Company Warrant, if not exercised (conditionally upon the consummation of the Merger or any time prior thereto), be cancelled as of the consummation of the Merger, and that such Per Share Merger Consideration that, in addition to any other requirements holder (a) accepts the consideration set forth in Section 2.6(i) in lieu of any other consideration that might be claimed by any such holder, (b) unconditionally and irrevocably waives and releases all right or claim that such holder might have or assert in respect of such consideration, (c) acknowledges that such holder’s Company Warrants shall terminate upon and may not be exercised after the Closing Date, and (d) approving the appointment of the Stockholders’ Representative and agreeing to be bound by the indemnification obligations contained in this Agreement and the provisions set forth in Article X and the Escrow Agreement with appropriate instructions and any other documents that Buyer or the Exchange Agent Agreementmay reasonably require in order to effect the exchange of their Company Warrants for the Company Warrant Consideration. Prior to and effective conditionally on consummation of the Merger such holder shall be entitled to receive from Buyer upon consummation of the Merger, in respect of each share of Company Common Stock subject to such Company Warrant, the Company Warrant Consideration. Upon return of such materials to the Exchange Agent, including the Warrant Cash-Out Agreement if a holder has not exercised such holder’s Company Warrant prior to the Effective Time, the Exchange Agent shall pay to each such former holder of Company Warrants such former holder’s Per Share Upfront Warrant Consideration. Such former holder shall also be entitled to receive from the Exchange Agent (A) either such Certificate shall be properly endorsed or shall otherwise be in proper form for transfer or such share the portion of the Adjusted Working Capital Stock in book-entry form shall be properly transferred Surplus, if any, and (B) the person requesting such consideration pay to the extent deposited with the Exchange Agent any transfer or similar Taxes required as a result of such consideration being issued to a person other than Agent, the registered holder of such Certificate or share of Capital Stock in book-entry form or establish to the satisfaction portion of the Exchange Agent that Representative Fund, if any, in each case to which such transfer or similar Taxes have been paid or are not payableholder is entitled to pursuant to Section 2.6(i) in accordance with and at the respective times set forth in this Agreement.

Exchange Procedures. (ia) On As soon as practicable and not later than five (5) Business Days after the Closing Date and Effective Time, the Exchange Agent shall mail to each holder of record of a Certificate or Certificates that, immediately prior to the Effective Time, Parent represented outstanding Common Shares subsequently converted into the right to receive the Merger Consideration, as set forth in Section 1.4: (i) a letter of transmittal (a “Letter of Transmittal”) that (A) shall deposit, or specify that delivery shall cause be effected and risk of loss and title to be deposited, with the Exchange Agent, for the benefit Certificates shall pass only upon proper delivery of the holders of Company Common Stock, for exchange in accordance with this Article 3, the number of shares of Parent Common Stock sufficient to deliver the aggregate Per Share Merger Consideration payable pursuant to this Agreement (such shares of Parent Common Stock being hereinafter referred to as the “Exchange Fund”). (ii) Parent shall cause the Exchange Agent, pursuant to irrevocable instructions, to pay such Per Share Merger Consideration out of the Exchange Fund in accordance with the Merger Payment Schedule and the other applicable provisions contained in this Agreement. The Exchange Fund shall not be used for any other purpose. (iii) If the Merger Payment Schedule is delivered Certificates to the Exchange Agent in accordance with Section 3.2(i) on or prior to the date that is (A) at least two Business Days prior to the Closing Date, then Parent and the Company shall take reasonable steps to cause the applicable Per Share Merger Consideration to be issued to the applicable holder of Capital Stock in book-entry form as soon as reasonably practicable, but in no event more than two Business Days, following the Closing Date, or (B) less than two Business Days prior to the Closing Date, then Parent and the Company shall take all necessary actions to cause the applicable Per Share Merger Consideration to be issued to the applicable holder of Capital Stock in book-entry form within two Business Days after such delivery; provided that the Per Share Merger Consideration shall not be issued with respect to shares of Capital Stock represented by a Certificate until the applicable holder of such Capital Stock has surrendered such Certificate (or an affidavit of loss in lieu thereof, together with any bond or indemnity agreement, as contemplated by Section 2.6) and (B) shall be in such form and have such other provisions as the Interim Surviving Corporation or Parent may reasonably specify; and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the Merger Consideration. (b) Upon surrender of a Certificate for cancellation to the Exchange Agent. , together with a Letter of Transmittal, duly completed and executed, and any other documents reasonably required by the Exchange Agent, Parent or the Interim Surviving Corporation, (ivi) If any Per Share Merger Consideration is to be issued to a person other than the holder of Capital Stock in whose name the surrendered Certificate or the transferred shares of Capital Stock in book-entry form is registered, it shall be a condition to the issuance of the applicable portion of such Per Share Merger Consideration that, in addition to any other requirements set forth in the Exchange Agent Agreement, (A) either such Certificate shall be entitled to receive in exchange therefor the number of shares of Parent Common Stock, the portion of the Cash Merger Consideration, and the CVRs to which such holder is entitled and (ii) the Certificate so surrendered shall forthwith be canceled. No interest will be paid or accrued on the cash payable upon surrender of the Certificates. Until surrendered as contemplated by this Section 2.2, each such Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the applicable Merger Consideration. (c) In the event of a transfer of ownership of Common Shares that is not registered in the transfer records of the Company, the appropriate amount of the Merger Consideration may be paid to a transferee if the Certificate representing such Common Shares is presented to the Exchange Agent properly endorsed or shall accompanied by appropriate stock powers and otherwise be in proper form for transfer and accompanied by all documents reasonably required by the Exchange Agent, Parent or the Interim Surviving Corporation to evidence and effect such share of Capital transfer and to evidence that any applicable Taxes have been paid. (d) No dividends or other distributions, if any, declared or made after the Effective Time with respect to Parent Common Stock in book-entry form shall with a record date after the Effective Time will be properly transferred and (B) the person requesting such consideration pay paid to the Exchange Agent holder of any transfer or similar Taxes required as a result unsurrendered Certificate with respect to the shares of such consideration being Stock Merger Consideration to be issued to a person other than in exchange therefor until the registered holder of record of such Certificate or share shall surrender such Certificate in accordance with this Section 2.2. Subject to applicable Law, following surrender of Capital Stock in book-entry form or establish any such Certificate, there shall be paid to the satisfaction record holder of the Exchange Agent that certificates representing whole shares of the Stock Merger Consideration issued in exchange therefor, without interest, at the time of such transfer surrender, the amount of dividends or similar Taxes have been other distributions, if any, with a record date after the Effective Time theretofore paid or are not payablewith respect to such whole shares of the Stock Merger Consideration. No interest shall be payable on any cash deliverable upon the exchange of any Common Shares for Cash Merger Consideration.

Exchange Procedures. (ia) On Promptly after the Closing Date Effective Time of the Holding Company Merger, the Buyer shall cause the exchange agent selected by the Buyer (the "EXCHANGE AGENT"), subject to the reasonable satisfaction of the Company, which may be an Affiliate of the Buyer, to mail to the shareholders of the Company appropriate transmittal materials (which shall specify that delivery shall be effected, and risk of loss and title to the certificates representing shares of the Company prior to such Effective Time shall pass, only upon proper delivery of such certificates to the Exchange Agent). After such Effective Time, Parent each holder of Company Shares issued and outstanding at such Effective Time (other than any of such shares held by the Buyer or any Affiliate thereof or canceled pursuant to SECTION 2.2(C)) shall deposit, surrender the certificate or shall cause certificates representing such shares to be deposited, with the Exchange Agent, for the benefit of the holders of Company Common Stock, for Agent and shall promptly upon surrender thereof receive in exchange in accordance with this Article 3, therefor the number of shares of Parent Common the Buyer's Stock sufficient to which such holder is entitled hereunder, plus any cash payments to which such holder is entitled hereunder in respect of rights to receive fractional shares. The Buyer shall not be obligated to deliver any of such payments in cash or stock until such holder surrenders the aggregate Per Share Merger Consideration payable certificate(s) representing such holder's Company Shares. The certificate(s) so surrendered shall be duly endorsed as the Exchange Agent may require. Any other provision of this Agreement notwithstanding, neither the Buyer nor the Exchange Agent shall be liable to any holder of Company Shares for any amounts paid or properly delivered in good faith to a public official pursuant to this Agreement (such shares of Parent Common Stock being hereinafter referred to as the “Exchange Fund”)any applicable abandoned property Law. (iib) Parent To the extent permitted by applicable Law, former shareholders of record of the Company shall cause be entitled to vote after the Exchange Agent, Effective Time of the Holding Company Merger at any meeting of the Buyer's shareholders the number of whole shares of the Buyer's Stock into which their respective Company Shares are converted pursuant to irrevocable instructionsthe Holding Company Merger, to pay regardless of whether such Per Share Merger Consideration out of holders have exchanged their certificates representing such Company Shares for certificates representing the Exchange Fund Buyer's Stock in accordance with the Merger Payment Schedule and the other applicable provisions contained in of this Agreement. The Exchange Fund Whenever a dividend or other distribution is declared by the Buyer on the Buyer's Stock, the record date for which is at or after the Effective Time of the Holding Company Merger, the declaration shall not include dividends or other distributions on all shares of the Buyer's Stock issuable pursuant to this Agreement, but beginning at such Effective Time no dividend or other distribution payable to the holders of record of the Buyer's Stock as of any time subsequent to such Effective Time of the Holding Company Merger shall be used for any other purpose. (iii) If the Merger Payment Schedule is delivered to the Exchange Agent in accordance with Section 3.2(i) on or prior to the date that is (A) at least two Business Days prior to the Closing Date, then Parent and holder of any certificate representing any of the Company Shares issued and outstanding at such Effective Time until such holder surrenders such certificate for exchange as provided in this SECTION 2.5. However, upon surrender of such certificate(s), both the certificate(s) representing the shares of the Buyer's Stock to which such holder is entitled and any such undelivered dividends and other distributions (without any interest) shall take reasonable steps to cause the applicable Per Share Merger Consideration to be issued to the applicable holder of Capital Stock in book-entry form as soon as reasonably practicable, but in no event more than two Business Days, following the Closing Date, or (B) less than two Business Days prior to the Closing Date, then Parent delivered and the Company shall take all necessary actions to cause the applicable Per Share Merger Consideration to be issued to the applicable holder of Capital Stock in book-entry form within two Business Days after such delivery; provided that the Per Share Merger Consideration shall not be issued paid with respect to shares of Capital Stock each share represented by a Certificate until the applicable holder of such Capital Stock has surrendered such Certificate (or an affidavit of loss in lieu thereof) to the Exchange Agentcertificates. (iv) If any Per Share Merger Consideration is to be issued to a person other than the holder of Capital Stock in whose name the surrendered Certificate or the transferred shares of Capital Stock in book-entry form is registered, it shall be a condition to the issuance of the applicable portion of such Per Share Merger Consideration that, in addition to any other requirements set forth in the Exchange Agent Agreement, (A) either such Certificate shall be properly endorsed or shall otherwise be in proper form for transfer or such share of Capital Stock in book-entry form shall be properly transferred and (B) the person requesting such consideration pay to the Exchange Agent any transfer or similar Taxes required as a result of such consideration being issued to a person other than the registered holder of such Certificate or share of Capital Stock in book-entry form or establish to the satisfaction of the Exchange Agent that such transfer or similar Taxes have been paid or are not payable.

Exchange Procedures. (i) On Promptly after the Closing Date Effective Time (and prior in any event within five Business Days thereafter), Parent shall cause the Exchange Agent to mail to each holder of record of Eligible Shares notice advising such holders of the effectiveness of the Merger, including (A) appropriate transmittal materials in customary form specifying that delivery shall be effected, and risk of loss and title to the Company Certificates or Company Book-Entry Shares shall pass only upon delivery of the Company Certificates (or affidavits of loss in lieu of the Company Certificates, as provided in Section 2.6) or transfer of the Company Book-Entry Shares to the Exchange Agent (including customary provisions with respect to delivery of an “agent’s message” with respect to Company Book-Entry Shares) (such transmittal materials, collectively, the “Letter of Transmittal”), and (B) instructions for surrendering the Company Certificates (or affidavits of loss in lieu of the Company Certificates, as provided in Section 2.6) or transferring the Company Book-Entry Shares to the Exchange Agent in exchange for the Merger Consideration, cash in lieu of fractional shares of Parent Common Stock, if any, to be issued or paid in consideration therefor, and any dividends or distributions, in each case, to which such holders are entitled pursuant to the terms of this Agreement. With respect to holders of record of Company Book-Entry Shares, the Parties shall cooperate to establish procedures with the Exchange Agent to allow the Exchange Agent to promptly transmit, following the Effective Time, to such holders or their nominees, upon surrender of Eligible Shares (if applicable under such procedures), the Merger Consideration, cash in lieu of fractional shares of Parent shall deposit, or shall cause to be deposited, with the Exchange Agent, for the benefit of the holders of Company Common Stock, for exchange if any, to be issued or paid in consideration therefor, and any dividends or distributions, in each case, to which such holders are entitled pursuant to the terms of this Agreement. (ii) Upon surrender to the Exchange Agent of Eligible Shares that are Company Certificates, by physical surrender of such Company Certificate (or affidavit of loss in lieu of a Company Certificate, as provided in Section 2.6) or that are Company Book-Entry Shares, by book-receipt of an “agent’s message” by the Exchange Agent in connection with the transfer of Company Book-Entry Shares or as otherwise provided in the applicable procedures agreed pursuant to Section 2.2(b)(i), in accordance with this Article 3the terms of the Letter of Transmittal and accompanying instructions or, with respect to Company Book-Entry Shares, in accordance with such procedures, the holder of record of such Company Certificate or Company Book-Entry Share shall be entitled to receive in exchange therefor (A) that number of whole shares of Parent Common Stock sufficient that such holder is entitled to deliver the aggregate Per Share Merger Consideration receive pursuant to Section 2.1(a) and (B) an amount (if any) in immediately available funds (or, if no wire transfer instructions are provided, a check) of (1) any cash in lieu of fractional shares payable pursuant to this Agreement Section 2.2(e) plus (2) any unpaid non-stock dividends and any other dividends or other distributions that such shares of Parent Common Stock being hereinafter referred holder has the right to as the “Exchange Fund”). (ii) Parent shall cause the Exchange Agent, receive pursuant to irrevocable instructionsSection 2.2(c), and in each case, after giving effect to pay such Per Share Merger Consideration out of the Exchange Fund any required Tax withholdings as provided in accordance with the Merger Payment Schedule and the other applicable provisions contained in this Agreement. The Exchange Fund shall not be used for any other purposeSection 2.2(h)). (iii) If the Merger Payment Schedule is delivered No interest will be paid or accrued on any amount payable upon due surrender of Eligible Shares, and any Company Certificate or ledger entry relating to the Exchange Agent in accordance with Section 3.2(i) on or prior to the date that is (A) at least two Business Days prior to the Closing Date, then Parent and the Company shall take reasonable steps to cause the applicable Per Share Merger Consideration to be issued to the applicable holder of Capital Stock in bookBook-entry form as soon as reasonably practicable, but in no event more than two Business Days, following the Closing Date, or (B) less than two Business Days prior to the Closing Date, then Parent and the Company shall take all necessary actions to cause the applicable Per Share Merger Consideration to be issued to the applicable holder of Capital Stock in book-entry form within two Business Days after such delivery; provided that the Per Share Merger Consideration shall not be issued with respect to Entry Shares formerly representing shares of Capital Company Common Stock represented that have been so surrendered shall be cancelled by a Certificate until the applicable holder of such Capital Stock has surrendered such Certificate (or an affidavit of loss in lieu thereof) to the Exchange Agent. (iv) If In the event of a transfer of ownership of Eligible Shares that is not registered in the transfer records of the Company, the proper number of shares of Parent Common Stock, together with an amount (if any) in immediately available funds (or, if no wire transfer instructions are provided, a check) of cash in lieu of fractional shares payable pursuant to Section 2.2(e) and any Per Share Merger Consideration is dividends or distributions in respect thereof, and in each case, after giving effect to any required Tax withholdings as provided in Section 2.2(h)), may be issued or paid to such a person other than transferee if (A) in the holder case of Capital Stock in whose name certificated shares, the surrendered Company Certificate or the transferred shares of Capital Stock in book-entry form formerly representing such Eligible Shares is registered, it shall be a condition presented to the issuance of the applicable portion of such Per Share Merger Consideration that, in addition to any other requirements set forth in the Exchange Agent Agreement, (A) either such Certificate shall be properly endorsed or shall otherwise be in proper form for transfer or such share of Capital Stock in book-entry form shall be properly transferred and (B) in the person requesting such consideration pay case of Company Book-Entry Shares, written instructions authorizing the transfer of the Company Book-Entry Shares are presented to the Exchange Agent any transfer or similar Taxes Agent, and in the case of each of clauses (A) and (B), such information is accompanied by all documents required as a result of such consideration being issued to a person other than the registered holder of such Certificate or share of Capital Stock in book-entry form or establish to the satisfaction of the Exchange Agent that evidence and effect such transfer or similar and to evidence that any applicable stock transfer Taxes have been paid or are not payableapplicable, in each case, in form and substance, reasonably satisfactory to the Exchange Agent and Parent. Until surrendered as contemplated by this Section 2.2(b), each Company Certificate and Company Book-Entry Share shall be deemed at any time at or after the Effective Time to represent only the right to receive the Merger Consideration in accordance with this Article II, including any amount payable in lieu of fractional shares in accordance with Section 2.2(e), and any dividends or other distributions on Parent Common Stock in accordance with to Section 2.2(c), in each case without interest.

Exchange Procedures. (a) Prior to the Effective Date, SONA shall appoint an exchange and paying agent reasonably acceptable to EVBS (the “Exchange Agent”) for the payment and exchange of the Merger Consideration. (b) At or promptly after the Effective Date, SONA shall for the benefit of holders of shares of EVBS Common Stock and EVBS Series B Preferred Stock and for exchange in accordance with this Article 2, (i) On the Closing Date and prior to the Effective Time, Parent shall deposit, or shall cause to be deposited, with the Exchange Agent, for the benefit Agent an amount of the holders of Company Common Stock, for exchange in accordance with this Article 3, the number of shares of Parent Common Stock cash sufficient to deliver pay the aggregate Per Share Merger Consideration amount of cash payable pursuant to this Agreement (such Article 2 in lieu of fractional shares of Parent Continuing Corporation Common Stock being hereinafter referred to as and Continuing Corporation Non-Voting Common Stock (the “Exchange Fund”), (ii) duly authorize and direct issuance by the Exchange Agent of non-certificated shares represented by book-entry registry of Continuing Corporation Common Stock payable pursuant to this Article 2, and (iii) duly authorize and direct issuance by the Exchange Agent of certificated shares of Continuing Corporation Non-Voting Common Stock payable pursuant to this Article 2. (iic) Parent SONA shall take all steps necessary to cause the Exchange Agent, within five (5) business days after the Effective Date, to mail or deliver to each holder of record of (i) an outstanding Certificate or outstanding Certificates that immediately prior to the Effective Date represented outstanding shares of EVBS Common Stock or EVBS Series B Preferred Stock (the “Certificates”) or (ii) uncertificated shares of EVBS Common Stock represented by book-entry (“Book-Entry Shares”), which in each case, were converted into the right to receive the Merger Consideration with respect thereto pursuant to irrevocable instructionsthis Article 2, a letter of transmittal in customary form for return to pay such Per Share the Exchange Agent and instructions for use in effecting the surrender of the Certificates and Book-Entry Shares for the Merger Consideration out into which the shares of such EVBS Common Stock and EVBS Series B Preferred Stock have been converted pursuant to this Agreement. Such letter of transmittal shall permit each holder of Certificates or Book-Entry Shares to elect to receive, in lieu of shares of Continuing Corporation Common Stock or Continuing Corporation Non-Voting Common Stock, as applicable, represented by book-entry registry, a physical stock certificate representing shares of Continuing Corporation Common Stock or Continuing Corporation Non-Voting Common Stock, as applicable, payable pursuant to this Article 2. (d) Upon the Effective Date, each holder of an outstanding share of EVBS Common Stock and EVBS Series B Preferred Stock who has properly surrendered such Certificates or Book-Entry Shares to the Exchange Fund Agent (or affidavits of loss in lieu of such Certificates), together with a letter of transmittal, duly completed and validly executed in accordance with the Merger Payment Schedule instructions thereto, and such other documents as the other applicable provisions contained Exchange Agent may reasonably require, (i) (x) the holder of such Certificate or Book-Entry Share representing EVBS Common Stock will be entitled to evidence of issuance in book-entry form the number of whole shares of Continuing Corporation Common Stock (except if such holder has made an election to receive a physical stock certificate pursuant to Section 2.3(c)) and (y) the holder of such Certificate representing EVBS Series B Preferred Stock will be entitled to receive a physical stock certificate for the number of whole shares of Continuing Corporation Common Stock and/or Continuing Corporation Non-Voting Common Stock elected by such holder pursuant to Section 2.2 and (ii) the amount of cash, if any, into which the aggregate number of shares of EVBS Common Stock or EVBS Series B Preferred Stock, as applicable, previously represented by such Certificates or Book-Entry Shares surrendered shall have been converted pursuant to this Agreement. The Exchange Fund Agent shall not be used obligated to deliver the consideration to which any former holder of EVBS Common Stock or EVBS Series B Preferred Stock is entitled as a result of the Merger until such holder surrenders his, her or its Certificates or Book-Entry Shares for exchange as provided in this Section 2.3. Any other provision of this Agreement notwithstanding, neither the Continuing Corporation nor the Exchange Agent shall be liable to a holder of EVBS Common Stock or EVBS Series B Preferred Stock for any other purposeamounts paid or property delivered in good faith to a public official pursuant to any applicable abandoned property law. (iiie) If A holder of EVBS Common Stock or EVBS Series B Preferred Stock whose Certificates have been lost, destroyed, stolen or are otherwise missing shall be entitled to receive its portion of the Merger Payment Schedule is delivered Consideration and dividends or distributions to which such shareholder shall be entitled, if any, upon compliance with reasonable conditions imposed by the Continuing Corporation and the Exchange Agent pursuant to applicable law and as required in accordance with the Continuing Corporation’s and the Exchange Agent’s standard policy (including the requirement that the shareholder furnish an affidavit of lost certificate, surety bond or other customary indemnity). (f) The Exchange Agent shall invest any cash included in the Exchange Fund as directed by SONA; provided, that no such investment or losses thereon shall affect the Merger Consideration or any cash in lieu of fractional shares payable to holders of EVBS Common Stock or EVBS Series B Preferred Stock entitled to receive such consideration, and SONA shall promptly provide additional funds to the Exchange Agent for the benefit of holders of EVBS Common Stock or EVBS Series B Preferred Stock in accordance with Section 3.2(i) on or prior the amount of any such losses to the date that is (A) at least two Business Days prior to extent necessary for payment of the Closing Date, then Parent and the Company shall take reasonable steps to cause the applicable Per Share Merger Consideration to be issued to the applicable holder of Capital Stock in book-entry form as soon as reasonably practicable, but in no event more than two Business Days, following the Closing Date, Consideration. Any interest or (B) less than two Business Days prior to the Closing Date, then Parent and the Company shall take all necessary actions to cause the applicable Per Share Merger Consideration to be issued to the applicable holder of Capital Stock in book-entry form within two Business Days after other income resulting from such delivery; provided that the Per Share Merger Consideration shall not be issued with respect to shares of Capital Stock represented by a Certificate until the applicable holder of such Capital Stock has surrendered such Certificate (or an affidavit of loss in lieu thereof) to the Exchange Agent. (iv) If any Per Share Merger Consideration is to be issued to a person other than the holder of Capital Stock in whose name the surrendered Certificate or the transferred shares of Capital Stock in book-entry form is registered, it investments shall be a condition paid to the issuance of the applicable SONA or as directed by SONA. Any portion of such Per Share Merger Consideration that, in addition to any other requirements set forth in the Exchange Agent Agreement, (A) either such Certificate shall be properly endorsed or shall otherwise be in proper form for transfer or such share of Capital Stock in book-entry form shall be properly transferred and (B) the person requesting such consideration pay to the Exchange Agent any transfer or similar Taxes required as a result of such consideration being issued to a person other than the registered holder of such Certificate or share of Capital Stock in book-entry form or establish to the satisfaction of the Exchange Agent Fund (and any interest or other income earned thereon) that remains unclaimed by the holders of EVBS Common Stock and EVBS Series B Preferred Stock for twelve (12) months after the Effective Date shall, to the extent permitted by law, be paid to the Continuing Corporation. Any former holders of EVBS Common Stock or EVBS Series B Preferred Stock who has not theretofore complied with this Article 2 shall thereafter look only to the Continuing Corporation for payment of the Merger Consideration and any unpaid dividends and distributions on Continuing Corporation Common Stock or Continuing Corporation Non-Voting Common Stock deliverable in respect of each former share of EVBS Common Stock or EVBS Series B Preferred Stock such transfer or similar Taxes have been paid or are not payableshareholder holds as determined pursuant to this agreement, in each case, without any interest thereon.

Exchange Procedures. (i) On the Closing Date and prior to As soon as practicable after the Effective Time, Parent shall deposit, or shall cause to be deposited, with the Exchange Agent, for the benefit of the holders of Company Common Stock, for exchange in accordance with this Article 3, the number of shares of Parent Common Stock sufficient to deliver the aggregate Per Share Merger Consideration payable pursuant to this Agreement (such shares of Parent Common Stock being hereinafter referred to as the “Exchange Fund”). (ii) Parent shall cause the Exchange Agent, pursuant to irrevocable instructions, to pay such Per Share Merger Consideration out of the Exchange Fund in accordance with the Merger Payment Schedule and the other applicable provisions contained in this Agreement. The Exchange Fund shall not be used for any other purpose. (iii) If the Merger Payment Schedule is delivered to the Exchange Agent in accordance with Section 3.2(i) on or prior to the date that is (A) at least two Business Days prior to the Closing Date, then Parent and the Company shall take reasonable steps to cause the applicable Per Share Merger Consideration to be issued to the applicable holder of Capital Stock in book-entry form as soon as reasonably practicable, but in no event more than two Business Days, following Days after the Closing Date, Parent shall instruct the Exchange Agent to mail or otherwise deliver to each record holder, as of immediately prior to the Effective Time, of (A) a certificate or certificates that immediately prior to the Effective Time represented shares of Company Common Stock or Company Preferred Stock, as applicable (the “Certificates”) or (B) less than two Business Days shares of Company Common Stock or Company Preferred Stock, as applicable, represented by book-entry (“Book-Entry Shares”), in each case, which shares were converted pursuant to Section 3.1 or Section 3.2 into the right to receive the applicable Merger Consideration at the Effective Time, (1) a letter of transmittal (“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 or, in the case of Book-Entry Shares, upon adherence to the procedures set forth in the Letter of Transmittal, and which shall be in a customary form and agreed to by Parent and the Company prior to the Closing Date(it being understood that the forms of Letter of Transmittal to be mailed to the holders of Company Common Stock and Company Preferred Stock may vary in certain respects due to differences in the respective securities) and (2) instructions for use in effecting the surrender of the Certificates or, then Parent and in the Company shall take all necessary actions to cause case of Book-Entry Shares, the surrender of such shares, for payment of the applicable Per Share Merger Consideration to be issued set forth in Section 3.1 or Section 3.2. (ii) Upon surrender to the applicable Exchange Agent of a Certificate or Book-Entry Shares, together with the Letter of Transmittal, duly completed and validly executed in accordance with the instructions thereto, and such other customary documents as may be reasonably required by the Exchange Agent, the holder of Capital such Certificate or Book-Entry Shares shall be entitled to receive in exchange therefor (A) the applicable Merger Consideration, including the Per Common Share Additional Manager Consideration, pursuant to the provisions of this Article III (which shares of Parent Class A Common Stock and Parent Preferred Stock shall be in uncertificated book-entry form within two Business Days after such delivery; provided that form) and (B) a check in the Per Share amount equal to the cash payable in lieu of any fractional shares of Parent Class A Common Stock pursuant to Section 3.3(h) and any dividends and other distributions pursuant to Section 3.3(g). No interest shall be paid or accrued for the benefit of holders of the Certificates or Book-Entry Shares on the applicable Merger Consideration shall not be issued with payable in respect to shares of Capital Stock represented by a Certificate until the Certificates or Book-Entry Shares. If payment of the applicable holder of such Capital Stock has surrendered such Certificate (or an affidavit of loss in lieu thereof) to the Exchange Agent. (iv) If any Per Share Merger Consideration is to be issued made to a person Person other than the record holder of Capital Stock in whose name the surrendered Certificate or the transferred such shares of Capital Company Common Stock in book-entry form is registeredor Company Preferred Stock, as applicable, it shall be a condition to the issuance of the applicable portion of such Per Share Merger Consideration that, in addition to any other requirements set forth in the Exchange Agent Agreement, (A) either such Certificate payment that shares so surrendered shall be properly endorsed or shall be otherwise be in proper form for transfer or such share of Capital Stock in book-entry form shall be properly transferred and (B) that the person Person requesting such consideration pay to the Exchange Agent payment shall have paid any transfer or similar and other Taxes required as a result by reason of such consideration being issued the payment of the applicable Merger Consideration to a person Person other than the registered holder of such Certificate shares surrendered or share of Capital Stock in book-entry form or establish shall have established to the satisfaction of the Exchange Agent Surviving Company that such transfer or similar Taxes either have been paid or are not payableapplicable. Until surrendered as contemplated by this Section 3.3(b)(ii), each Certificate and each Book-Entry Share shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the applicable Merger Consideration payable in respect of such shares of Company Common Stock and Company Preferred Stock, cash in lieu of any fractional shares of Parent Class A Common Stock to which such holder is entitled pursuant to Section 3.3(h) and any dividends or other distributions to which such holder is entitled pursuant to Section 3.3(g). (iii) Notwithstanding anything herein to the contrary, at the Company’s request, Parent shall instruct the Exchange Agent to automatically convert Book-Entry Shares into the applicable Merger Consideration without any required action on the part of the holders of such Book-Entry Shares.

Exchange Procedures. (i) On the Closing Date and prior to Promptly after the Effective Time, Parent the Exchange Agent shall depositmail to each holder of record of a certificate or certificates, which immediately before the Effective Time shall have represented outstanding shares of Petroglyph Common Stock, whose shares shall have been converted into the right to receive cash pursuant to Section 1.6(b), a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the certificates representing such shares of Petroglyph Common Stock shall pass, only upon delivery of the certificates representing such shares of Petroglyph Common Stock to the Exchange Agent and shall be in such form and have such other provisions not inconsistent with this Agreement as the Exchange Agent may reasonably specify), and instructions for use in effecting the surrender of the certificates representing such shares of Petroglyph Common Stock, together with a duly executed (if required) letter of transmittal, in exchange for the Merger Consideration. Upon surrender to the Exchange Agent of a certificate or shall cause to be deposited, with certificates formerly representing shares of Petroglyph Common Stock and acceptance thereof by the Exchange Agent, for the benefit holder thereof shall be entitled to the amount of the holders of Company Common Stock, for exchange in accordance with this Article 3, cash into which the number of shares of Parent Petroglyph Common Stock sufficient to deliver the aggregate Per Share Merger Consideration payable formerly represented by such certificate or certificates surrendered shall have been converted pursuant to this Agreement (such shares of Parent Common Stock being hereinafter referred to as the “Exchange Fund”). (ii) Parent shall cause the Exchange Agent, pursuant to irrevocable instructions, to pay such Per Share Merger Consideration out of the Exchange Fund in accordance with the Merger Payment Schedule and the other applicable provisions contained in this Agreement. The Exchange Fund Agent shall not be used for any other purpose. (iii) If the Merger Payment Schedule is delivered to accept such certificates upon compliance with such reasonable terms and conditions as the Exchange Agent may impose to effect an orderly exchange thereof in accordance with Section 3.2(i) normal exchange practices. After the Effective Time, there shall be no further transfer on the records of Petroglyph or prior its transfer agent of certificates representing shares of Petroglyph Common Stock and, if such certificates shall be presented to Petroglyph for transfer, they shall be canceled against delivery of the Merger Consideration allocable to the date that is (A) at least two Business Days prior to the Closing Date, then Parent and the Company shall take reasonable steps to cause the applicable Per Share Merger Consideration to be issued to the applicable holder of Capital Stock in book-entry form as soon as reasonably practicable, but in no event more than two Business Days, following the Closing Date, or (B) less than two Business Days prior to the Closing Date, then Parent and the Company shall take all necessary actions to cause the applicable Per Share Merger Consideration to be issued to the applicable holder of Capital Stock in book-entry form within two Business Days after such delivery; provided that the Per Share Merger Consideration shall not be issued with respect to shares of Capital Petroglyph Common Stock represented by a Certificate until the applicable holder of such Capital Stock has surrendered such Certificate (certificate or an affidavit of loss in lieu thereof) to the Exchange Agent. (iv) certificates. If any Per Share Merger Consideration is to be issued remitted to a person name other than that in which the holder of Capital certificate for the Petroglyph Common Stock in whose name the surrendered Certificate or the transferred shares of Capital Stock in book-entry form for exchange is registered, it shall be a condition to the issuance of the applicable portion of such Per Share Merger Consideration that, in addition to any other requirements set forth in exchange that the Exchange Agent Agreement, (A) either such Certificate certificate so surrendered shall be properly endorsed endorsed, with signature guaranteed, or shall otherwise be in proper form for transfer or such share of Capital Stock in book-entry form shall be properly transferred and (B) that the person requesting such consideration exchange shall pay to the Exchange Agent Petroglyph, or its transfer agent, any transfer or similar Taxes other taxes required as a result by reason of such consideration being issued the payment of the Merger Consideration to a person name other than that of the registered holder of such Certificate or share of Capital Stock in book-entry form the certificate surrendered, or establish to the satisfaction of the Exchange Agent Petroglyph or its transfer agent that such transfer or similar Taxes tax shall have been paid or are shall not payablebe applicable. Until surrendered as contemplated by this Section 1.9, each certificate for shares of Petroglyph Common Stock shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration allocable to the shares represented by such certificate as contemplated by Section 1.6(b). No interest will be paid or will accrue on any amount payable as Merger Consideration.

Exchange Procedures. If (i) On at least three (3) business days prior to the Closing Date and Parent has received the following from any Participating Holder: (x) a photocopy or facsimile of each certificate or certificates that immediately prior to the Effective Time, Parent shall deposit, or shall cause Time represented outstanding shares of Company Stock to be deposited, with the Exchange Agent, for the benefit of the holders of Company Common Stock, for exchange in accordance with this Article 3, the number of shares of Parent Common Stock sufficient to deliver the aggregate Per Share Merger Consideration payable exchanged pursuant to this Agreement Section 1.6 (such shares of Parent Common Stock being hereinafter referred to as the “Exchange FundCertificates”) held by such Participating Holder, if any, (y) a photocopy or facsimile of a letter of transmittal in the form attached hereto as Exhibit E (the “Letter of Transmittal”). (ii) Parent shall cause the Exchange Agent, pursuant to irrevocable instructions, to pay such Per Share Merger Consideration out of the Exchange Fund duly completed and validly executed in accordance with the Merger Payment Schedule instructions thereto, and the (z) a photocopy or facsimile of such other applicable provisions contained in this Agreement. The Exchange Fund shall not documents as may be used for any other purpose. (iii) If the Merger Payment Schedule is delivered reasonably required pursuant to the Exchange Agent instructions set forth in the Letter of Transmittal, and (ii) in connection with the Closing, Parent receives an original Certificate or Certificates held by such Participating Holder, if any, a duly executed Letter of Transmittal, and such other documents as may be reasonably required pursuant to the instructions in the Letter of Transmittal, then on the Closing Date in accordance with Section 3.2(isuch Letter of Transmittal, Parent shall deliver: (x) on to any such Participating Holder for whom the payment of Merger Consideration is not subject to wage or prior payroll tax withholding in exchange therefor the applicable the Merger Consideration payable at Closing in accordance with the terms hereof; and (y) to the date that Surviving Corporation’s (or other Affiliate’s) payroll agent an amount of cash equal to the portion of applicable Merger Consideration payable at the Closing to the Participating Holders for whom such payment is subject to wage or payroll tax withholding, and any Certificate so surrendered shall forthwith be canceled. If Parent has received such materials from any such Participating Holder later than three (A3) at least two Business Days business days prior to the Closing Date, then Parent and the Company shall take reasonable steps deliver to cause such Participating Holder in exchange therefor the applicable Per Share Merger Consideration no later than three (3) business days after such receipt or three (3) business days after the date on which such Merger Consideration is otherwise due hereunder in accordance with the terms hereof, whichever is later. No interest shall be paid or accrued on any Merger Consideration. Until so surrendered, each Certificate shall, after the Effective Time, represent for all purposes only the right to receive the applicable Merger Consideration in respect of the shares of Company Stock represented by such Certificate. Any Participating Holder who has not complied with this Agreement shall be issued entitled to look only to Parent (subject to abandoned property, escheat or other similar Laws) only as a general creditor thereof with respect to the applicable holder Merger Consideration payable in respect of Capital Stock in book-entry form as soon as reasonably practicablesuch shares of Company Stock, but in no event more than two Business Days, following without any interest thereon. Parent shall provide the Closing Date, or Stockholders’ Representative and the Payments Administrator upon reasonable request with (Bi) less than two Business Days a list (updated prior to each post-closing payment) of all Participating Holders that have properly presented all of the Closing Date, then Parent above-required transmittal information and the Company shall take all necessary actions documents and are eligible to cause the applicable Per Share receive Merger Consideration to be issued to the applicable holder of Capital Stock in book-entry form within two Business Days after such delivery; provided that the Per Share Merger Consideration shall not be issued with respect to shares of Capital Stock represented by a Certificate until the applicable holder of such Capital Stock has surrendered such Certificate (or an affidavit of loss in lieu thereof) to the Exchange Agent. (iv) If any Per Share Merger Consideration is to be issued to a person other than the holder of Capital Stock in whose name the surrendered Certificate or the transferred shares of Capital Stock in book-entry form is registered, it shall be a condition to the issuance of the applicable portion of such Per Share Merger Consideration that, in addition to any other requirements set forth in the Exchange Agent Agreement, (A) either such Certificate shall be properly endorsed or shall otherwise be in proper form for transfer or such share of Capital Stock in book-entry form shall be properly transferred and (Bii) the person requesting copies of all such consideration pay to the Exchange Agent any transfer or similar Taxes required as a result of such consideration being issued to a person other than the registered holder of such Certificate or share of Capital Stock transmittal documents (including payment information) and tax documents in book-entry form or establish to the satisfaction of the Exchange Agent that such transfer or similar Taxes have been paid or are not payableParent’s possession.

Exchange Procedures. Promptly following the Effective Time (ibut in no event later than three (3) On Business Days following the Closing Date and Effective Time), Parent shall instruct the Paying Agent to mail to each holder of record of a certificate or certificates that immediately prior to the Effective Time, Parent Time represented outstanding shares of Company Common Stock (“Certificates,” it being understood that any references herein to “Certificates” shall deposit, or shall cause be deemed to be deposited, with include references to book-entry account statements relating to the Exchange Agent, for the benefit ownership of the holders shares of Company Common Stock) and whose shares of Company Common Stock have been converted into the right to receive Merger Consideration pursuant to Article I (excluding, for exchange in accordance with this Article 3the avoidance of doubt, the number Company, Parent, Merger Sub, any Subsidiary of shares the Company or Parent or holders of Dissenter Shares who have not subsequently withdrawn or lost their rights of appraisal) (a) a letter of transmittal in customary form and with such other provisions as Parent Common Stock sufficient may reasonably determine (which shall specify that delivery shall be effected, and risk of loss and title to deliver the aggregate Per Share Certificates shall pass, only upon proper delivery of Certificates to the Paying Agent) and (b) instructions for use in effecting the surrender of Certificates in exchange for the Merger Consideration payable Consideration. Upon surrender of a Certificate for cancellation to the Paying Agent together with such letter of transmittal, properly completed and duly executed, and such other documents as may be reasonably required pursuant to this Agreement such instructions (or, if such shares of Parent Common Stock being hereinafter referred to as the “Exchange Fund”). (ii) Parent shall cause the Exchange Agent, pursuant to irrevocable instructions, to pay such Per Share Merger Consideration out of the Exchange Fund in accordance with the Merger Payment Schedule and the other applicable provisions contained in this Agreement. The Exchange Fund shall not be used for any other purpose. (iii) If the Merger Payment Schedule is delivered to the Exchange Agent in accordance with Section 3.2(i) on or prior to the date that is (A) at least two Business Days prior to the Closing Date, then Parent and the Company shall take reasonable steps to cause the applicable Per Share Merger Consideration to be issued to the applicable holder of Capital Stock are held in book-entry form as soon as reasonably practicableor other uncertificated form, but in no event more than two Business Days, following upon the Closing Date, or (B) less than two Business Days prior to the Closing Date, then Parent and the Company shall take all necessary actions to cause the applicable Per Share Merger Consideration to be issued to the applicable holder of Capital Stock in entry through a book-entry form within two Business Days after transfer agent of the surrender of such delivery; provided that shares on a book-entry account statement), the Per Share Merger Consideration shall not be issued with respect to shares of Capital Stock represented by a Certificate until the applicable holder of such Capital Stock has surrendered such Certificate (or an affidavit of loss shall be entitled to receive in lieu thereof) to exchange therefor the Exchange Agent. (iv) If any Per Share Merger Consideration that such holder has the right to receive in respect of the shares of Company Common Stock formerly represented by such Certificate, and the Certificate so surrendered shall forthwith be cancelled. No interest will be paid or accrued on any Merger Consideration payable to holders of Certificates. In the event of a transfer of ownership of shares of Company Common Stock that is to not registered in the transfer records of the Company, the Merger Consideration may be issued to a person other than transferee if the holder of Capital Stock in whose name the surrendered Certificate or the transferred representing such shares of Capital Company Common Stock in book-entry form is registered, it shall be a condition presented to the issuance of the Paying Agent, accompanied by all documents required to evidence and effect such transfer and by evidence that any applicable portion of such Per Share Merger Consideration thatstock transfer Taxes have been paid. Until surrendered as contemplated by this Article II, in addition to any other requirements set forth in the Exchange Agent Agreement, (A) either such each Certificate shall be properly endorsed deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration or shall otherwise the right to demand to be in proper form for transfer or such share of Capital Stock in book-entry form shall be properly transferred and (B) paid the person requesting such consideration pay to the Exchange Agent any transfer or similar Taxes required as a result of such consideration being issued to a person other than the registered holder of such Certificate or share of Capital Stock in book-entry form or establish to the satisfaction “fair value” of the Exchange Agent that such transfer or similar Taxes have been paid or are not payableshares represented thereby as contemplated by Section 1.8.

Exchange Procedures. (ia) On the Closing Date and prior to At the Effective TimeDate, Parent the Continuing Corporation shall deposit, or shall cause to be deposited, with its transfer agent or such other transfer agent or depository or trust institution approved by UBSH and FMB (the “Exchange Agent”), for the benefit of the holders of Company the Old FMB Capital Stock Certificates, certificates representing Continuing Corporation Common Stock (“New Certificates”), together with any dividends or distributions with respect thereto and any cash to be paid hereunder in lieu of fractional shares of Continuing Corporation Common Stock, for exchange in accordance with this Article 3, the number of shares of Parent Common Stock sufficient to deliver the aggregate Per Share Merger Consideration payable pursuant to this Agreement without any interest thereon (such shares of Parent Common Stock being hereinafter referred to as the “Exchange Fund”), to be paid pursuant to this Article 2 in exchange for outstanding shares of FMB Capital Stock. (iib) Parent As promptly as practicable after the Effective Date, the Continuing Corporation shall cause the Exchange AgentAgent to send to each former stockholder of record of FMB immediately before the Effective Date transmittal materials for use in exchanging such stockholder’s Old FMB Capital Stock Certificates for New Certificates based upon the Capital Stock Exchange Ratios. (c) The Continuing Corporation shall cause the New Certificates for shares of Continuing Corporation Common Stock into which shares of FMB Capital Stock are converted at the Effective Date or dividends or distributions which such stockholder shall be entitled to receive and any cash to be paid in lieu of fractional shares to be paid to such stockholder upon delivery to the Exchange Agent of Old FMB Capital Stock Certificates, together with the transmittal materials duly executed and completed in accordance with the instructions thereto. No interest will accrue or be paid on any such cash to be paid pursuant to irrevocable instructions, to pay such Per Share Merger Consideration out Section 2.5. (d) Any portion of the Exchange Fund that remains unclaimed by the stockholders of FMB for six months after the Effective Date shall be returned to the Continuing Corporation (together with any dividends or earnings in accordance respect thereof). Any former stockholders of FMB who have not complied with this Article 2 shall thereafter be entitled to look only to the Merger Payment Schedule Continuing Corporation, and only as a general creditor thereof, for payment of the other applicable provisions contained consideration deliverable in respect of each share of FMB Capital Stock such stockholder holds as determined pursuant to this Agreement. The Exchange Fund shall not be used for , without any other purposeinterest thereon. (iiie) If the Merger Payment Schedule is delivered to the Exchange Agent in accordance with Section 3.2(i) on or prior to the date that is (A) at least two Business Days prior to the Closing Date, then Parent and the Company shall take reasonable steps to cause the applicable Per Share Merger Consideration to be issued to the applicable holder None of Capital Stock in book-entry form as soon as reasonably practicable, but in no event more than two Business Days, following the Closing Date, or (B) less than two Business Days prior to the Closing Date, then Parent and the Company shall take all necessary actions to cause the applicable Per Share Merger Consideration to be issued to the applicable holder of Capital Stock in book-entry form within two Business Days after such delivery; provided that the Per Share Merger Consideration shall not be issued with respect to shares of Capital Stock represented by a Certificate until the applicable holder of such Capital Stock has surrendered such Certificate (or an affidavit of loss in lieu thereof) to the Exchange Agent. , any of the parties hereto or any of their respective Subsidiaries (ivas defined in the Agreement) If shall be liable to any Per Share Merger Consideration is to be issued stockholder of FMB for any amount of property delivered to a person other than the holder of Capital Stock in whose name the surrendered Certificate or the transferred shares of Capital Stock in book-entry form is registeredpublic official pursuant to applicable abandoned property, it shall be a condition to the issuance of the applicable portion of such Per Share Merger Consideration that, in addition to any other requirements set forth in the Exchange Agent Agreement, (A) either such Certificate shall be properly endorsed or shall otherwise be in proper form for transfer or such share of Capital Stock in book-entry form shall be properly transferred and (B) the person requesting such consideration pay to the Exchange Agent any transfer escheat or similar Taxes required as a result of such consideration being issued to a person other than the registered holder of such Certificate or share of Capital Stock in book-entry form or establish to the satisfaction of the Exchange Agent that such transfer or similar Taxes have been paid or are not payablelaws.

Exchange Procedures. (i) On As promptly as practicable following the Closing Date Company Merger Effective Time (but in no event later than five Business Days thereafter), NXDT shall cause the Exchange Agent to mail to each holder of record of a Certificate or Book-Entry Share, of an NHT OP Certificate or NHT OP Book-Entry Share, as applicable, (A) a letter of transmittal (a “Letter of Transmittal”) which will specify that delivery will be effected, and prior risk of loss and title to the Effective TimeCertificates or Book-Entry Shares, Parent shall depositto the NHT OP Certificates or NHT OP Book-Entry Share, as applicable, will pass only upon proper delivery of the Certificates (or shall cause affidavits of loss in lieu thereof) or Book-Entry Shares, the NHT OP Certificates (or affidavits of loss in lieu thereof) or NHT OP Book-Entry Shares, as applicable, to be deposited, with the Exchange Agent, which Letter of Transmittal will be in such form and have such other customary provisions as NXDT and Company may reasonably agree upon, and (B) instructions for use in effecting the surrender of the Certificates (or affidavits of loss in lieu thereof) or Book-Entry Shares, the NHT OP Certificates (or affidavits of loss in lieu thereof) or NHT OP Book-Entry Shares, as applicable, in exchange for the benefit of the holders of Company Common Stock, for exchange in accordance with this Article 3, the number of shares of Parent Common Stock sufficient to deliver the aggregate Per Share Merger Consideration payable pursuant to this Agreement (such shares of Parent Common Stock being hereinafter referred to or Operating Partnership Merger Consideration, as the “Exchange Fund”)applicable. (ii) Parent shall cause the Exchange Agent, pursuant to irrevocable instructions, to pay such Per Share Merger Consideration out Upon surrender of the Exchange Fund in accordance with the Merger Payment Schedule and the other applicable provisions contained in this Agreement. The Exchange Fund shall not be used for any other purpose. (iii) If the Merger Payment Schedule is delivered to the Exchange Agent in accordance with Section 3.2(i) on or prior to the date that is (A) at least two Business Days prior to the Closing Date, then Parent and the Company shall take reasonable steps to cause the applicable Per Share Merger Consideration to be issued to the applicable holder of Capital Stock in book-entry form as soon as reasonably practicable, but in no event more than two Business Days, following the Closing Date, or (B) less than two Business Days prior to the Closing Date, then Parent and the Company shall take all necessary actions to cause the applicable Per Share Merger Consideration to be issued to the applicable holder of Capital Stock in book-entry form within two Business Days after such delivery; provided that the Per Share Merger Consideration shall not be issued with respect to shares of Capital Stock represented by a Certificate until the applicable holder of such Capital Stock has surrendered such Certificate (or an affidavit of loss in lieu thereof) or Book-Entry Share, an NHT OP Certificate (or an affidavit of loss in lieu thereof) or NHT OP Book-Entry Share, as applicable, to the Exchange Agent, together with a Letter of Transmittal duly completed and validly executed in accordance with the instructions thereto, and such other documents as may reasonably be required by the Exchange Agent, the holder of such Certificate (or affidavit of loss in lieu thereof) or Book-Entry Share, such NHT OP Certificate (or affidavit of loss in lieu thereof) or NHT OP Book-Entry Share, as applicable, will be entitled to receive in exchange therefor the Merger Consideration for each New NHT Share formerly represented by such Certificate (or affidavit of loss in lieu thereof) or Book-Entry Share, the Operating Partnership Merger Consideration for each NHT OP Unit formerly represented by such NHT OP Certificate (or affidavit of loss in lieu thereof) or NHT OP Book-Entry Share, in each case pursuant to the provisions of this Article III, within five Business Days following the later to occur of (A) the Company Merger Effective Time or (B) the Exchange Agent’s receipt of such Certificate (or affidavit of loss in lieu thereof) or Book-Entry Share, such NHT OP Certificate (or affidavit of loss in lieu thereof) or NHT OP Book-Entry Share, and the Certificate (or affidavit of loss in lieu thereof) or Book-Entry Share, the NHT OP Certificate (or affidavit of loss in lieu thereof) or NHT OP Book-Entry Share so surrendered will be forthwith cancelled. (iii) The Exchange Agent shall accept such Certificates (or affidavits of loss in lieu thereof) or Book-Entry Shares, such NHT OP Certificates (or affidavits of loss in lieu thereof) or NHT OP Book-Entry Shares upon compliance with such reasonable terms and conditions as the Exchange Agent may impose to effect an orderly exchange thereof in accordance with customary exchange practices; provided, that if a holder is providing an affidavit of loss in lieu of such Certificate or NHT OP Certificate, as applicable, such holder shall, if required by NXDT, post a bond, in such reasonable amount as NXDT may direct, as indemnity against any claim that may be made against it with respect to such lost, stolen or destroyed Certificate or NHT OP Certificate, as applicable. (iv) If Until surrendered as contemplated by this Section 3.7, each Certificate (or affidavit of loss in lieu thereof) and Book-Entry Share, each NHT OP Certificate (or affidavit of loss in lieu thereof) and NHT OP Book-Entry Share, will be deemed, at any Per Share time after the Company Merger Effective Time, to represent only the right to receive, upon such surrender, the Merger Consideration is to be issued to a person other than the holder of Capital Stock in whose name the surrendered Certificate or the transferred shares Operating Partnership Merger Consideration, as applicable, as contemplated by this Article III. No interest will be paid or accrued for the benefit of Capital Stock holders of the Certificates (or affidavits of loss in booklieu thereof) or Book-entry form Entry Shares, the holders of the NHT OP Certificates (or affidavits of loss in lieu thereof) or NHT OP Book-Entry Shares, on the Merger Consideration or the Operating Partnership Merger Consideration, as applicable, payable upon the surrender of the Certificates (or affidavits of loss in lieu thereof) or Book-Entry Shares, the NHT OP Certificates (or affidavits of loss in lieu thereof) or NHT OP Book-Entry Shares. (v) In the event of a transfer of ownership of New NHT Shares or NHT OP Units that is registerednot registered in the transfer records of New NHT or NHT OP, it shall will be a condition to of payment that any Certificate (or affidavit of loss in lieu thereof) or Book-Entry Share, any NHT OP Certificate (or affidavit of loss in lieu thereof) or NHT OP Book-Entry Share, surrendered in accordance with the issuance of the applicable portion of such Per Share Merger Consideration that, in addition to any other requirements procedures set forth in the Exchange Agent Agreement, (Athis Section 3.7(c) either such Certificate shall will be properly endorsed or shall will be otherwise be in proper form for transfer or such share of Capital Stock in book-entry form shall be properly transferred transfer, and (B) that the person Person requesting such consideration pay to the Exchange Agent payment will have paid any transfer or similar Transfer Taxes and other Taxes required by reason of the payment of the Merger Consideration or Operating Partnership Merger Consideration, as a result of such consideration being issued applicable, to a person Person other than the registered holder of such the Certificate (or share affidavit of Capital Stock loss in booklieu thereof) or Book-entry form Entry Share, the NHT OP Certificate (or establish affidavit of loss in lieu thereof) or NHT OP Book-Entry Share, surrendered or will have established to the reasonable satisfaction of the Exchange Agent NXDT that such transfer or similar Taxes have Tax either has been paid or are is not payableapplicable.

Exchange Procedures. (ia) On the Closing Date and prior to As promptly as practicable after the Effective TimeDate (but in no event later than five (5) business days after the Effective Date), Parent shall deposit, or shall cause to be deposited, with the Exchange Agent, Agent shall mail to each holder of record of an outstanding share Certificate or Certificates a Letter of Transmittal containing instructions for the benefit surrender of the holders of Company Common Stock, Certificate or Certificates held by such holder for exchange in accordance with this Article 3, the number of shares of Parent Common Stock sufficient to deliver the aggregate Per Share Merger Consideration payable pursuant to this Agreement (such shares of Parent Common Stock being hereinafter referred to as the “Exchange Fund”). (ii) Parent shall cause the Exchange Agent, pursuant to irrevocable instructions, to pay such Per Share Merger Consideration out payment therefor. Upon surrender of the Exchange Fund in accordance with the Merger Payment Schedule and the other applicable provisions contained in this Agreement. The Exchange Fund shall not be used for any other purpose. (iii) If the Merger Payment Schedule is delivered Certificate or Certificates to the Exchange Agent in accordance with Section 3.2(i) on or prior the instructions set forth in the Letter of Transmittal, such holder shall promptly receive in exchange therefor the Merger Consideration, without interest thereon. Approval of this Agreement by the stockholders of Heritage Bank shall constitute authorization for BCSB to designate and appoint such Exchange Agent, with the date that is (A) at least two Business Days prior approval of WHG. Neither BCSB nor the Exchange Agent shall be obligated to deliver the Closing Date, then Parent and the Company shall take reasonable steps to cause the applicable Per Share Merger Consideration to be issued to the applicable holder a former stockholder of Capital Stock WHG until such former stockholder surrenders his Certificate or Certificates or, in book-entry form as soon as reasonably practicablelieu thereof, but in no event more than two Business Days, following the Closing Date, or (B) less than two Business Days prior to the Closing Date, then Parent and the Company shall take all necessary actions to cause the applicable Per Share Merger Consideration to be issued to the applicable holder of Capital Stock in book-entry form within two Business Days after any such delivery; provided that the Per Share Merger Consideration shall not be issued with respect to shares of Capital Stock represented by a Certificate until the applicable holder of such Capital Stock has surrendered such Certificate (or an appropriate affidavit of loss in lieu thereof) to the Exchange Agentand indemnity agreement and bond as may be reasonably required by BCSB. (ivb) If any Per Share payment of the Merger Consideration is to be issued made to a person other than the holder of Capital Stock person in whose name the a Certificate surrendered Certificate or the transferred shares of Capital Stock in book-entry form exchange therefor is registered, it shall be a condition to of payment that the issuance of the applicable portion of such Per Share Merger Consideration that, in addition to any other requirements set forth in the Exchange Agent Agreement, (A) either such Certificate so surrendered shall be properly endorsed (or shall accompanied by an appropriate instrument of transfer) and otherwise be in proper form for transfer or such share of Capital Stock in book-entry form shall be properly transferred transfer, and (B) that the person requesting such consideration payment shall pay to the Exchange Agent any transfer or similar Taxes other taxes required as a result of such consideration being issued by reason for the payment to a person other than the registered holder of such the Certificate surrendered, or share of Capital Stock in book-entry form required for any other reason, or shall establish to the satisfaction of the Exchange Agent that such transfer or similar Taxes have tax has been paid or are is not payable. (c) On or prior to the Merger Effective Date, BCSB shall deposit or cause to be deposited, in trust with the Exchange Agent, an amount of cash equal to the aggregate Merger Consideration that the WHG stockholders shall be entitled to receive on the Merger Effective Date pursuant to Section 2.02 hereof. (d) The payment of the Merger Consideration, and cash in lieu of any fractional shares, upon the conversion of WHG Common Stock in accordance with the above terms and conditions shall be deemed to have been issued and paid in full satisfaction of all rights pertaining to such WHG Common Stock. (e) Promptly following the date which is twelve months after the Merger Effective Date, the Exchange Agent shall deliver to BCSB all cash, certificates and other documents in its possession relating to the transactions described in this Agreement, and the Exchange Agent's duties shall terminate. Thereafter, each holder of a Certificate formerly representing shares of WHG Common Stock may surrender such Certificate to Baltimore County Bank and (subject to applicable abandoned property, escheat and similar laws) receive in consideration therefor the Merger Consideration multiplied by the number of shares of WHG Common Stock formerly represented by such Certificate, without any interest or dividends thereon. (f) After the close of business on the Merger Effective Date, there shall be no transfers on the stock transfer books of WHG of the shares of WHG Common Stock that are outstanding immediately prior to the Merger Effective Date, and the stock transfer books of WHG shall be closed with respect to such shares. If, after the Merger Effective Date, Certificates representing such shares are presented for transfer to the Exchange Agent, they shall be canceled and exchanged for the Merger Consideration as provided in this Article II. (g) In the event any certificate for WHG Common Stock shall have been lost, stolen or destroyed, the Exchange Agent shall deliver (except as otherwise provided in Section 2.02(iii)) in exchange for such lost, stolen or destroyed certificate, upon the making of an affidavit of the fact by the holder thereof, the cash to be paid in the Merger as provided for herein; provided, however, that BCSB may, in its sole discretion and as a condition precedent to the delivery thereof, require the owner of such lost, stolen or destroyed certificate to deliver a bond in such reasonable sum as BCSB may require as indemnity against any claim that may be made against WHG, BCSB or any other party with respect to the certificate alleged to have been lost, stolen or destroyed. (h) BCSB is hereby authorized, after consulting with WHG, to adopt additional requirements with respect to the matters referred to in this Section 2.03 not inconsistent with the provisions of this Agreement or unduly burdensome to the shareholders of WHG.

Exchange Procedures. (ia) On the Closing Date At and prior to after the Effective Time, Parent each certificate (each a "Certificate") previously representing shares of Company Common Stock shall represent only the right to receive the Merger Consideration (without interest on the cash portion thereof). (b) As of the Effective Time, (i) the Acquiror shall deposit, or shall cause to be deposited, with ChaseMellon Shareholder Services, L.L.C., a New Jersey limited liability company (the "Exchange Agent"), for the benefit of the holders of shares of Company Common Stock, for exchange in accordance with this Section 1.3, the amount constituting the cash portion of the Merger Consideration to be paid pursuant to Section 1.2, and (ii) the Company shall deposit, or shall cause to be deposited, with the Exchange Agent, for the benefit of the holders of shares of Company Common Stock, for exchange in accordance with this Article 3, one or more certificates representing (x) the number Secondary Participation Interests to be distributed to holders of shares of Parent Company Common Stock sufficient to deliver the aggregate Per Share Merger Consideration payable in exchange for their Certificates pursuant to this Agreement Section 1.3 and (such shares y) the Batched Secondary Participation Interests to be sold by the Exchange Agent on behalf of Parent Common Stock being hereinafter referred the Company in the Batched Sales pursuant to as the “Exchange Fund”Sections 1.2 and 1.3(c). (iic) Parent As soon as practicable after the Effective Time, the Acquiror shall cause the Exchange Agent to mail to each holder of record of a Certificate or Certificates the following: (i) a letter of transmittal specifying that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Agent, which shall be in a form and contain any other reasonable provisions as the Acquiror may determine; and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the Merger Consideration. In addition, as soon as practicable after the Effective Time, the Batched Secondary Participation Interests shall be sold on the open market at prevailing prices by means of the Batched Sales. The Exchange Agent shall be instructed by the Surviving Corporation to effect the Batched Sales on behalf of the Surviving Corporation, through the use of one or more broker-dealers, over a period of time following the Effective Time and in a manner designed not to adversely affect the market prices of the Secondary Participation Interests. Upon the proper surrender of a Certificate to the Exchange Agent, together with a properly completed and duly executed letter of transmittal, the holder of such Certificate shall be entitled to receive in exchange therefor a check representing the cash portion of the Merger Consideration and a certificate representing such number of Secondary Participation Interests which such holder has the right to receive in respect of the Certificate surrendered pursuant to irrevocable instructionsthe provisions hereof, to pay such Per Share and the Certificate so surrendered shall forthwith be cancelled. No interest will be paid or accrued on the cash portion of the Merger Consideration. In the event of a transfer of ownership of any shares of Company Common Stock not registered in the transfer records of the Company, a check for the cash portion of the Merger Consideration out and a certificate representing the applicable number of Secondary Participation Interests may be issued to the transferee if the Certificate representing such Company Common Stock is presented to the Exchange Agent, accompanied by documents sufficient, in the reasonable discretion of the Acquiror and the Exchange Fund Agent, (i) to evidence and effect such transfer and (ii) to evidence that all applicable stock transfer taxes have been paid. (d) From and after the Effective Time, there shall be no transfers on the stock transfer records of the Company of any shares of Company Common Stock that were outstanding immediately prior to the Effective Time. If, after the Effective Time, Certificates are presented to the Acquiror or the Surviving Corporation, they shall be cancelled and exchanged for the Merger Consideration deliverable in respect thereof pursuant to this Plan in accordance with the Merger Payment Schedule and the other applicable provisions contained procedures set forth in this Agreement. The Exchange Fund shall not be used for any other purposeSection 1.3. (iiie) If Any portion of the aggregate Merger Payment Schedule is delivered to Consideration or the proceeds of any investments thereof that remains unclaimed by the stockholders of the Company for one year after the Effective Time shall be repaid or delivered, as applicable, by the Exchange Agent to the Acquiror. Any stockholders of the Company who have not theretofore complied with this Section 1.3 shall thereafter look only to the Acquiror for payment of their Merger Consideration deliverable in accordance with Section 3.2(i) respect of each share of Company Common Stock such stockholder holds as determined pursuant to this Plan without any interest on the cash portion of the Merger Consideration. If outstanding Certificates are not surrendered or the payment for them not claimed prior to the date that is (A) at least two Business Days prior on which such payments would otherwise escheat to or become the property of any governmental unit or agency, the unclaimed items shall, to the Closing Dateextent permitted by abandoned property and any other applicable law, then Parent become the property of the Acquiror (and to the extent not in its possession shall be paid over to it), free and clear of all claims or interest of any person previously entitled to such claims. Notwithstanding the foregoing, none of the Acquiror, the Surviving Corporation, the Exchange Agent or any other person shall be liable to any former holder of Company Common Stock for any amount delivered to a public official pursuant to applicable abandoned property, escheat or similar laws. (f) In the event any Certificate shall take reasonable steps to cause have been lost, stolen or destroyed, upon the applicable Per Share Merger Consideration making of an affidavit of that fact by the person claiming such Certificate to be issued to lost, stolen or destroyed and, if required by the applicable holder Exchange Agent, the posting by such person of Capital Stock a bond in book-entry form such amount as soon the Exchange Agent may reasonably direct as reasonably practicable, but in no event more than two Business Days, following the Closing Date, or (B) less than two Business Days prior to the Closing Date, then Parent and the Company shall take all necessary actions to cause the applicable Per Share Merger Consideration to indemnity against any claim that may be issued to the applicable holder of Capital Stock in book-entry form within two Business Days after such delivery; provided that the Per Share Merger Consideration shall not be issued made against it with respect to shares of Capital Stock represented by a Certificate until the applicable holder of such Capital Stock has surrendered such Certificate (or an affidavit of loss in lieu thereof) to the Exchange Agent. (iv) If any Per Share Merger Consideration is to be issued to a person other than the holder of Capital Stock in whose name the surrendered Certificate or the transferred shares of Capital Stock in book-entry form is registeredCertificate, it shall be a condition to the issuance of the applicable portion of such Per Share Merger Consideration that, in addition to any other requirements set forth in the Exchange Agent Agreementwill issue in exchange for such lost, (A) either such stolen or destroyed Certificate shall be properly endorsed or shall otherwise be the Merger Consideration deliverable in proper form for transfer or such share of Capital Stock in book-entry form shall be properly transferred and (B) the person requesting such consideration pay respect thereof pursuant to the Exchange Agent any transfer or similar Taxes required as a result of such consideration being issued to a person other than the registered holder of such Certificate or share of Capital Stock in book-entry form or establish to the satisfaction of the Exchange Agent that such transfer or similar Taxes have been paid or are not payablethis Plan.

Exchange Procedures. (i) On the Closing Date and At least five (5) days prior to the Effective TimeClosing, Parent Acquiror shall deposit, send or shall cause the Exchange Agent to send, to each Holdco Equityholder at the physical address or email address on record with the Holdco, (A) a notice advising such Holdco Equityholder of the proposed effectiveness of the Holdco Merger, (B) the Letter of Transmittal, and (C) notice of the procedures for surrendering to the Acquiror such Holdco Equityholder’s duly executed Letter of Transmittal (with all other documentation required to be deposited, with delivered pursuant to the Letter of Transmittal or the Exchange AgentAgent in respect of uncertificated shares), and instructions for transferring such Holdco Equityholder’s shares of Holdco Equity, in exchange for the benefit aggregate share of the holders Aggregate Merger Consideration payable to such Holdco Equityholder pursuant to Section 3.01(a)(iii). Upon delivery of Company Common Stocka Letter of Transmittal by such Holdco Equityholder, duly executed and in proper form with all enclosures and attachments required thereby, such Holdco Equityholder shall be entitled to receive the aggregate share of the Aggregate Merger Consideration payable to such Holdco Equityholder in exchange for exchange in accordance with this Article 3, the number of shares of Parent Common Stock sufficient Holdco Equity so surrendered. Until surrendered as contemplated hereby, each share of Holdco Equity shall be deemed at any time after the Effective Time to deliver represent only the aggregate right to receive the applicable Per Share Merger Consideration payable pursuant to this Agreement (such shares of Parent Common Stock being hereinafter referred to as the “Exchange Fund”)in respect thereof. (ii) Parent Following the Closing, within two (2) Business Days of receipt of all required documentation from a Holdco Equityholder required by this Agreement and the Exchange Agent in respect of uncertificated shares, including the Letter of Transmittal and an IRS Form W-9, the Acquiror shall issue (or cause the Exchange AgentAgent to issue) to such Holdco Equityholder, pursuant to irrevocable instructions, to pay such Per Share Merger Consideration out of the Exchange Fund in accordance with the terms of this Agreement, the aggregate share of the Aggregate Merger Payment Schedule and Consideration payable to such Holdco Equityholder in exchange for such Person’s Holdco Equity; provided, however, that to the other applicable provisions contained extent that all such required documentation was provided to the Acquiror at least two (2) Business Days before the Closing Date by a Holdco Equityholder, then the Acquiror shall issue (or cause the Exchange Agent to issue) to such Holdco Equityholder, in accordance with the terms of this Agreement, the aggregate share of the Aggregate Merger Consideration payable to such Holdco Equityholder in exchange for such Person’s Holdco Equity on the Closing Date. Notwithstanding anything to the contrary in this Agreement. The Agreement or any knowledge possessed or acquired by or on behalf of Acquiror or any of its Affiliates, Acquiror, the Exchange Fund Agent and their Affiliates shall not be used for entitled to conclusively and definitively rely on, without any other purposeobligation to investigate or verify the accuracy, inaccuracy or correctness thereof, and without any liability, the documentation provided by each Holdco Equityholder (including wire instructions, account information or addresses), which shall be binding on and enforceable against such Holdco Equityholder. (iii) If the Merger Payment Schedule is delivered to the Exchange Agent in accordance with Section 3.2(i) on or prior to the date that is (A) at least two Business Days prior to the Closing Date, then Parent and the Company shall take reasonable steps to cause the applicable Per Share Merger Consideration to be issued to the applicable holder payment of Capital Stock in book-entry form as soon as reasonably practicable, but in no event more than two Business Days, following the Closing Date, or (B) less than two Business Days prior to the Closing Date, then Parent and the Company shall take all necessary actions to cause the applicable Per Share Merger Consideration to be issued to the applicable holder of Capital Stock in book-entry form within two Business Days after such delivery; provided that the Per Share Merger Consideration shall not be issued with respect to shares of Capital Stock represented by a Certificate until the applicable holder of such Capital Stock has surrendered such Certificate (or an affidavit of loss in lieu thereof) to the Exchange Agent. (iv) If any Per Share Merger Consideration is to be issued made to a person Person other than the holder of Capital Stock Person in whose name the any surrendered Certificate or the transferred shares share of Capital Stock in book-entry form Holdco Equity is registered, it shall be a condition precedent to payment that the issuance share of the applicable portion of such Per Share Merger Consideration that, in addition to any other requirements set forth in the Exchange Agent Agreement, (A) either such Certificate Holdco Equity so surrendered shall be properly endorsed or shall otherwise be in proper form for transfer or such share of Capital Stock in book-entry form shall be properly transferred transfer, and (B) the person Person requesting such consideration pay to the Exchange Agent payment shall have paid any transfer or and other similar Taxes required by reason of the delivery of the applicable Per Share Merger Consideration in respect thereof, as a result of such consideration being issued applicable, to a person Person other than the registered holder of such Certificate or the share of Capital Stock in book-entry form or establish Holdco Equity so surrendered and shall have established to the satisfaction of the Exchange Agent Acquiror that such transfer or similar Taxes either have been paid or are not payablerequired to be paid.

Exchange Procedures. (i) On As promptly as practicable after the Closing Date Effective Time (and in no event later than one (1) Business Day thereafter), ABCB shall instruct the Exchange Agent to mail to each record holder, as of the Effective Time, of an outstanding Certificate or Book Entry Share that immediately prior to the Effective TimeTime represented shares of HSB Common Stock (A) a letter of transmittal in customary form as directed by ABCB and reasonably acceptable to HSB (which shall specify that delivery shall be effected, Parent and risk of loss and title to the shares of HSB Common Stock shall depositpass, or shall cause only upon proper delivery of the corresponding certificates (the “Certificates”) representing such shares to be deposited, with the Exchange AgentAgent or receipt by the Exchange Agent of an “agent’s message” with respect to non-certificated shares represented by book entry (“Book Entry Shares”)), and (B) instructions for use in effecting the surrender of the Certificates or Book Entry Shares in exchange for the benefit of the holders of Company Common Stock, for exchange in accordance with this Article 3, the number of shares of Parent Common Stock sufficient to deliver the aggregate Per Share Merger Consideration payable pursuant to this Agreement (such in respect of the shares of Parent HSB Common Stock being hereinafter referred to as represented thereby (collectively, the “Exchange FundLetter of Transmittal”). (ii) Parent Upon surrender of Certificates or Book Entry Shares for cancellation to the Exchange Agent together with, in each case, a properly completed and executed Letter of Transmittal and such other documents as may be required pursuant to the exchange instructions, the holders of such Certificates or Book Entry Shares shall cause be entitled to receive in exchange therefor, the Merger Consideration, including any cash payable in lieu of any fractional shares of ABCB Common Stock pursuant to Section 2.9(d). No interest shall be paid or accrued on any Merger Consideration. In the event of a transfer of ownership of shares of HSB Common Stock which is not registered in the transfer records of HSB, the Merger Consideration payable in respect of such shares of HSB Common Stock may be paid to a transferee if the Certificate representing such shares of HSB Common Stock is presented to the Exchange Agent, pursuant accompanied by all documents required to irrevocable instructions, to pay evidence and effect such Per Share Merger Consideration out of the Exchange Fund in accordance with the Merger Payment Schedule transfer and the other applicable provisions contained in this Agreement. The Exchange Fund Person requesting such exchange shall not be used for any other purpose. (iii) If the Merger Payment Schedule is delivered pay to the Exchange Agent in accordance with Section 3.2(i) on or prior to the date that is (A) at least two Business Days prior to the Closing Date, then Parent and the Company shall take reasonable steps to cause the applicable Per Share Merger Consideration to be issued to the applicable holder of Capital Stock in book-entry form as soon as reasonably practicable, but in no event more than two Business Days, following the Closing Date, or (B) less than two Business Days prior to the Closing Date, then Parent and the Company shall take all necessary actions to cause the applicable Per Share Merger Consideration to be issued to the applicable holder of Capital Stock in book-entry form within two Business Days after such delivery; provided that the Per Share Merger Consideration shall not be issued with respect to shares of Capital Stock represented by a Certificate until the applicable holder of such Capital Stock has surrendered such Certificate (or an affidavit of loss in lieu thereof) to the Exchange Agent. (iv) If any Per Share Merger Consideration is to be issued to a person other than the holder of Capital Stock in whose name the surrendered Certificate or the transferred shares of Capital Stock in book-entry form is registered, it shall be a condition to the issuance of the applicable portion of such Per Share Merger Consideration that, in addition to any other requirements set forth in the Exchange Agent Agreement, (A) either such Certificate shall be properly endorsed or shall otherwise be in proper form for transfer or such share of Capital Stock in book-entry form shall be properly transferred and (B) the person requesting such consideration pay to the Exchange Agent advance any transfer or similar other Taxes required as a result by reason of such consideration being issued to a person the delivery of the Merger Consideration in any name other than that of the registered holder of such the Certificate surrendered, or share of Capital Stock in book-entry form or shall establish to the satisfaction of the Exchange Agent that such transfer or similar Taxes have been paid or are not payable. (iii) Immediately after the Effective Time, the holders of the HSB Restricted Stock Units shall be entitled to receive in exchange therefor, the Merger Consideration, as provided in Section 2.8(a), including any cash payable in lieu of fractional shares of ABCB Common Stock pursuant to Section 2.9(d). No interest shall be paid or accrued on any Merger Consideration.

Exchange Procedures. (ia) On the Closing Date At and prior to after the Effective Time, Parent each certificate (each a "Certificate") previously representing shares of BYL Common Stock, other than Dissenting Shares, shall represent only the right to receive the aggregate Merger Consideration specified in Section 2.6 hereof. (b) As of the Effective Time, PBOC shall deposit, or shall cause to be deposited, with such bank or trust company reasonably acceptable to BYL as PBOC may select (the "Exchange Agent"), the aggregate Merger Consideration to be paid to the holders of shares of BYL Common Stock pursuant to Section 2.6 hereof in exchange for outstanding shares of BYL Common Stock. (c) Within five business days after the Effective Time, PBOC shall cause the Exchange Agent to mail to each holder of record of a Certificate or Certificates the following: (i) a letter of transmittal specifying that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Agent, for the benefit of the holders of Company Common Stock, for exchange which shall be in accordance with this Article 3, the number of shares of Parent Common Stock sufficient to deliver the aggregate Per Share Merger Consideration payable pursuant to this Agreement (such shares of Parent Common Stock being hereinafter referred to a form and contain any other provisions as the “Exchange Fund”). PBOC and BYL may determine; and (ii) Parent shall cause instructions for use in effecting the surrender of Certificates in exchange for the aggregate Merger Consideration to which such holder is entitled pursuant to Section 2.6 hereof. Upon the proper surrender of a Certificate to the Exchange Agent, together with a properly completed and duly executed letter of transmittal, the holder of such Certificate shall be entitled to receive in exchange therefor a check representing the aggregate Merger Consideration which such holder has the right to receive in respect of the Certificate surrendered pursuant to irrevocable instructionsSection 2.6 hereof, to pay such Per Share and the Certificate so surrendered shall forthwith be canceled. No interest will be paid or accrued on the Merger Consideration. In the event of a transfer of ownership of any shares of BYL Common Stock not registered in the transfer records of BYL, a check for the aggregate Merger Consideration out of to which the holder thereof is entitled pursuant to Section 2.6 hereof may be issued to the holder if the Certificate representing such BYL Common Stock is presented to the Exchange Fund Agent, accompanied by documents sufficient, in accordance with the Merger Payment Schedule reasonable discretion of PBOC and the other Exchange Agent, (i) to evidence and effect such transfer and (ii) to evidence that all applicable provisions contained in this Agreement. The Exchange Fund shall not be used for any other purposestock transfer taxes have been paid. (iiid) If Any portion of the aggregate Merger Payment Schedule is delivered to Consideration or the proceeds of any investments thereof that remains unclaimed by the shareholders of BYL for six months after the Effective Time shall be repaid by the Exchange Agent to PBOC. Any shareholders of BYL who have not theretofore complied with this Section 2.9 shall thereafter look only to PBOC for payment of the Merger Consideration deliverable in accordance with respect of each share of BYL Common Stock such shareholder holds as determined pursuant to Section 3.2(i) on 2.6 of this Agreement without any interest thereon. If outstanding Certificates are not surrendered or the payments for them are not claimed prior to the date that is (A) at least two Business Days prior on which such payments would otherwise escheat to or become the property of any Governmental Entity, the unclaimed items shall, to the Closing Dateextent permitted by abandoned property and any other applicable law, then Parent become the property of PBOC (and to the Company extent not in its possession shall take reasonable steps be paid over to cause it), free and clear of all claims or interest of any person previously entitled to such claims. Notwithstanding the foregoing, none of PBOC, the Surviving Corporation, the Exchange Agent or any other person shall be liable to any former holder of BYL Common Stock for any amount delivered to a public official pursuant to applicable Per Share Merger Consideration abandoned property, escheat or similar laws. (e) In the event any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming such Certificate to be issued to lost, stolen or destroyed and, if required by PBOC or the applicable holder Exchange Agent, the posting by such person of Capital Stock a bond in book-entry form such amount as soon the Exchange Agent may direct as reasonably practicable, but in no event more than two Business Days, following the Closing Date, or (B) less than two Business Days prior to the Closing Date, then Parent and the Company shall take all necessary actions to cause the applicable Per Share Merger Consideration to indemnity against any claim that may be issued to the applicable holder of Capital Stock in book-entry form within two Business Days after such delivery; provided that the Per Share Merger Consideration shall not be issued made against it with respect to shares of Capital Stock represented by a Certificate until the applicable holder of such Capital Stock has surrendered such Certificate (or an affidavit of loss in lieu thereof) to the Exchange Agent. (iv) If any Per Share Merger Consideration is to be issued to a person other than the holder of Capital Stock in whose name the surrendered Certificate or the transferred shares of Capital Stock in book-entry form is registeredCertificate, it shall be a condition to the issuance of the applicable portion of such Per Share Merger Consideration that, in addition to any other requirements set forth in the Exchange Agent will issue in exchange for such lost, stolen or destroyed Certificate the aggregate Merger Consideration deliverable in respect thereof pursuant to Section 2.3 of this Agreement, (A) either such Certificate shall be properly endorsed or shall otherwise be in proper form for transfer or such share of Capital Stock in book-entry form shall be properly transferred and (B) the person requesting such consideration pay to the Exchange Agent any transfer or similar Taxes required as a result of such consideration being issued to a person other than the registered holder of such Certificate or share of Capital Stock in book-entry form or establish to the satisfaction of the Exchange Agent that such transfer or similar Taxes have been paid or are not payable.

Exchange Procedures. As soon as reasonably practicable after the Merger Effective Time, and in any event within four (4) Business Days after the Merger Effective Time, Holdco shall cause the Exchange Agent to mail to each holder of record of a Bidder Certificate and to each holder of record of a Bidder Book Entry Share, which at the Merger Effective Time were converted into the right to receive the Merger Consideration pursuant to Clause 8.5.6(1), (i) On the Closing Date a letter of transmittal (which shall specify that delivery shall be effected, and prior that risk of loss and title to the Effective TimeBidder Certificates shall pass, Parent shall depositonly upon delivery of the Bidder Certificates to the Exchange Agent or, in the case of Bidder Book Entry Shares, upon adherence to the procedures set forth in the letter of transmittal), and (ii) instructions for use in effecting the surrender of the Bidder Certificates and Bidder Book Entry Shares, as applicable, in exchange for payment and issuance of the Merger Consideration therefor. Upon surrender of Bidder Certificates or shall cause Bidder Book Entry Shares (as applicable) for cancellation to be deposited, with the Exchange Agent, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, and such other documents as may reasonably be required by the Exchange Agent, the holder of such Bidder Certificates or Bidder Book Entry Shares (as applicable) shall be entitled to receive in exchange therefor: (a) that number of Holdco Shares into which such holder’s Bidder Shares represented by such holder’s properly surrendered Bidder Certificates or Bidder Book Entry Shares (as applicable) were converted pursuant to Clause 8.5.6(1), and the Bidder Certificates or Bidder Book Entry Shares (as applicable) so surrendered shall forthwith be cancelled, and (b) a check in an amount of U.S. dollars (after giving effect to any required withholdings pursuant to sub-clause (h) below) equal to any cash dividends or other distributions that such holder has the right to receive pursuant to Clause 8.5.7(4) below and the amount of any cash payable in accordance with Clause 8.5.6. (1). No interest shall be paid or shall accrue for the benefit of the holders of Company Common Stock, for exchange in accordance with this Article 3, the number of shares of Parent Common Stock sufficient to deliver Bidder Certificates or Bidder Book Entry Shares on the aggregate Per Share Merger Consideration payable pursuant to this Agreement (such shares of Parent Common Stock being hereinafter referred to as the “Exchange Fund”). (ii) Parent shall cause the Exchange Agent, pursuant to irrevocable instructions, to pay such Per Share Merger Consideration out in respect of the Exchange Fund in accordance with the Merger Payment Schedule and the other applicable provisions contained in this Agreement. The Exchange Fund shall not be used for any other purposeBidder Certificates or Bidder Book Entry Shares. (iii) If the Merger Payment Schedule is delivered to the Exchange Agent in accordance with Section 3.2(i) on or prior to the date that is (A) at least two Business Days prior to the Closing Date, then Parent and the Company shall take reasonable steps to cause the applicable Per Share Merger Consideration to be issued to the applicable holder of Capital Stock in book-entry form as soon as reasonably practicable, but in no event more than two Business Days, following the Closing Date, or (B) less than two Business Days prior to the Closing Date, then Parent and the Company shall take all necessary actions to cause the applicable Per Share Merger Consideration to be issued to the applicable holder of Capital Stock in book-entry form within two Business Days after such delivery; provided that the Per Share Merger Consideration shall not be issued with respect to shares of Capital Stock represented by a Certificate until the applicable holder of such Capital Stock has surrendered such Certificate (or an affidavit of loss in lieu thereof) to the Exchange Agent. (iv) If any Per Share Merger Consideration is to be issued to a person other than the holder of Capital Stock in whose name the surrendered Certificate or the transferred shares of Capital Stock in book-entry form is registered, it shall be a condition to the issuance of the applicable portion of such Per Share Merger Consideration that, in addition to any other requirements set forth in the Exchange Agent Agreement, (A) either such Certificate shall be properly endorsed or shall otherwise be in proper form for transfer or such share of Capital Stock in book-entry form shall be properly transferred and (B) the person requesting such consideration pay to the Exchange Agent any transfer or similar Taxes required as a result of such consideration being issued to a person other than the registered holder of such Certificate or share of Capital Stock in book-entry form or establish to the satisfaction of the Exchange Agent that such transfer or similar Taxes have been paid or are not payable.

Exchange Procedures. Promptly following the Effective Time, Parent and the Surviving Corporation shall cause the Payment Agent to mail to each holder of record of Shares as of immediately prior to the Effective Time whose shares were converted into the right to receive the Merger Consideration pursuant to Section 1.4(b)(i): (i) On a letter of transmittal in customary form (which shall specify that delivery shall be effected, and risk of loss and title shall pass, only upon proper delivery of a certificate or certificates (the Closing Date “Certificates”) that immediately prior to the Effective Time represented outstanding Shares (excluding Cancelled Shares and Dissenting Shares) (or effective affidavits of loss in lieu thereof as provided in Section 2.2(d)) or transfer of Uncertificated Shares (excluding Cancelled Shares and Dissenting Shares) to the Payment Agent (as evidenced by receipt by the Payment Agent of an “agent’s message” in customary form or such other evidence as the Payment Agent may reasonably request); and (ii) instructions for use in effecting the surrender of the Certificates or transfer of the Uncertificated Shares in exchange for the Merger Consideration payable in respect thereof pursuant to the provisions of Article I. Each holder of Shares that have been converted into the right to receive the Merger Consideration shall be entitled to receive the Merger Consideration in respect of the Shares represented by a Certificate or Uncertificated Share (x) in the case of Shares represented by a Certificate, upon surrender to the Payment Agent of such Certificate, together with a duly completed and validly executed letter of transmittal and such other documents as may reasonably be requested by the Payment Agent or (y) in the case of a book-entry transfer of Uncertificated Shares promptly following the Closing. Until so surrendered or transferred, as the case may be, from and after the Effective Time each such Certificate or Uncertificated Share shall represent for all purposes only the right to receive the Merger Consideration payable in respect thereof pursuant to the provisions of Article I. If Certificates or Uncertificated Shares are presented to the Surviving Corporation after the Effective Time for any reason, they shall be canceled and exchanged for the Merger Consideration as provided for, and in accordance with the procedures set forth in Article I. No interest shall be paid or accrued on the cash payable upon the surrender or transfer of such Certificate or Uncertificated Share. From and after the Effective Time, there will be no further registration of transfers on the records of the Surviving Corporation of Shares that were issued and outstanding immediately prior to the Effective Time, Parent shall depositother than transfers to reflect, or shall cause to be deposited, with the Exchange Agent, for the benefit of the holders of Company Common Stock, for exchange in accordance with this Article 3customary settlement procedures, the number of shares of Parent Common Stock sufficient to deliver the aggregate Per Share Merger Consideration payable pursuant to this Agreement (such shares of Parent Common Stock being hereinafter referred to as the “Exchange Fund”). (ii) Parent shall cause the Exchange Agent, pursuant to irrevocable instructions, to pay such Per Share Merger Consideration out of the Exchange Fund in accordance with the Merger Payment Schedule and the other applicable provisions contained in this Agreement. The Exchange Fund shall not be used for any other purpose. (iii) If the Merger Payment Schedule is delivered to the Exchange Agent in accordance with Section 3.2(i) on or trades effected prior to the date that is (A) at least two Business Days prior to the Closing Date, then Parent and the Company shall take reasonable steps to cause the applicable Per Share Merger Consideration to be issued to the applicable holder Effective Time. Table of Capital Stock in book-entry form as soon as reasonably practicable, but in no event more than two Business Days, following the Closing Date, or (B) less than two Business Days prior to the Closing Date, then Parent and the Company shall take all necessary actions to cause the applicable Per Share Merger Consideration to be issued to the applicable holder of Capital Stock in book-entry form within two Business Days after such delivery; provided that the Per Share Merger Consideration shall not be issued with respect to shares of Capital Stock represented by a Certificate until the applicable holder of such Capital Stock has surrendered such Certificate (or an affidavit of loss in lieu thereof) to the Exchange Agent. (iv) If any Per Share Merger Consideration is to be issued to a person other than the holder of Capital Stock in whose name the surrendered Certificate or the transferred shares of Capital Stock in book-entry form is registered, it shall be a condition to the issuance of the applicable portion of such Per Share Merger Consideration that, in addition to any other requirements set forth in the Exchange Agent Agreement, (A) either such Certificate shall be properly endorsed or shall otherwise be in proper form for transfer or such share of Capital Stock in book-entry form shall be properly transferred and (B) the person requesting such consideration pay to the Exchange Agent any transfer or similar Taxes required as a result of such consideration being issued to a person other than the registered holder of such Certificate or share of Capital Stock in book-entry form or establish to the satisfaction of the Exchange Agent that such transfer or similar Taxes have been paid or are not payable.Contents

Exchange Procedures. Within five (i5) On business days after the Closing Date and ------------------- Effective Time, the Exchange Agent shall mail to each holder of record of a certificate or certificates which immediately prior to the Effective TimeTime represented outstanding shares of Data Labs Common Stock or Data Labs Preferred Stock (each a "Data Labs Certificate" and, Parent collectively, the "Data Labs Certificates") whose shares were converted pursuant to Section 2.3 into the right to receive shares of Yurie Common Stock (i) a letter of transmittal (which shall depositspecify that delivery shall be effected, and risk of loss and title to the Data Labs Certificates shall pass, only upon delivery of the Data Labs Certificates to the Exchange Agent) and (ii) instructions for use in effecting the surrender of the Data Labs Certificates in exchange for certificates representing shares of Yurie Common Stock. Upon surrender of a Data Labs Certificate for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by Yurie, together with such letter of transmittal, duly executed, the holder of such Data Labs' Certificate shall cause be entitled to receive in exchange therefor a certificate representing that number of whole shares of Yurie Common Stock which such holder has the right to receive pursuant to the provisions of this Article II and cash in lieu of any fractional shares, and the Data Labs Certificate so surrendered shall immediately be depositedcanceled. In the event of a transfer of ownership of Data Labs Common Stock or Data Labs Preferred Stock which is not registered in the transfer records of Data Labs, with a certificate representing the proper number of shares of Yurie Common Stock may be issued to a transferee if the Data Labs Certificate representing such Data Labs Common Stock or Data Labs Preferred Stock is presented to the Exchange Agent, for accompanied by all documents required in evidence and effect such transfer and by evidence that any applicable stock transfer taxes have been paid. Until surrendered as contemplated by this Section 2.6, each Data Labs Certificate shall be deemed at any time after the benefit of Effective Time to represent only the holders of Company Common Stock, for exchange in accordance with this Article 3, right to receive upon such surrender the number of certificate representing shares of Parent Yurie Common Stock sufficient to deliver the aggregate Per Share Merger Consideration payable pursuant to this Agreement (such and cash in lieu of any fractional shares of Parent Yurie Common Stock being hereinafter referred to as the “Exchange Fund”). (ii) Parent shall cause the Exchange Agent, pursuant to irrevocable instructions, to pay such Per Share Merger Consideration out of the Exchange Fund in accordance with the Merger Payment Schedule and the other applicable provisions contained in this Agreement. The Exchange Fund shall not be used for any other purpose. (iii) If the Merger Payment Schedule is delivered to the Exchange Agent in accordance with contemplated by Section 3.2(i) on or prior to the date that is (A) at least two Business Days prior to the Closing Date, then Parent and the Company shall take reasonable steps to cause the applicable Per Share Merger Consideration to be issued to the applicable holder of Capital Stock in book-entry form as soon as reasonably practicable, but in no event more than two Business Days, following the Closing Date2.5 above, or (B) less than two Business Days prior to the Closing Date, then Parent and the Company shall take all necessary actions to cause the applicable Per Share Merger Consideration to be issued to the applicable rights any holder of Capital Stock in book-entry form within two Business Days after such delivery; provided that the Per Share Merger Consideration shall not be issued may have with respect to shares of Capital Stock represented by a Certificate until the applicable holder of such Capital Stock has surrendered such Certificate (or an affidavit of loss in lieu thereof) to the Exchange AgentDissenting Shares. (iv) If any Per Share Merger Consideration is to be issued to a person other than the holder of Capital Stock in whose name the surrendered Certificate or the transferred shares of Capital Stock in book-entry form is registered, it shall be a condition to the issuance of the applicable portion of such Per Share Merger Consideration that, in addition to any other requirements set forth in the Exchange Agent Agreement, (A) either such Certificate shall be properly endorsed or shall otherwise be in proper form for transfer or such share of Capital Stock in book-entry form shall be properly transferred and (B) the person requesting such consideration pay to the Exchange Agent any transfer or similar Taxes required as a result of such consideration being issued to a person other than the registered holder of such Certificate or share of Capital Stock in book-entry form or establish to the satisfaction of the Exchange Agent that such transfer or similar Taxes have been paid or are not payable.

Exchange Procedures. Promptly following the Effective Time, Parent and the Surviving Corporation shall cause the Exchange Agent to mail to each holder of record (i) On the Closing Date and as of immediately prior to the Effective Time) of (i) a certificate or certificates (the “Certificates”) which immediately prior to the Effective Time evidenced outstanding shares of Company Common Stock (other than Cancelled Company Shares and Dissenting Company Shares), Parent (ii) uncertificated shares of Company Common Stock (the “Uncertificated Shares”), and (iii) Company Restricted Stock Awards, in each case, who are entitled to receive the Merger Consideration pursuant to Section 3.1, (A) a letter of transmittal in customary form (which shall depositspecify 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 (B) instructions for use in effecting the surrender of the Certificates and Uncertificated Shares in exchange for the Merger Consideration payable in respect thereof pursuant to the provisions of this Article III (including instructions for providing the Exchange Agent required Tax documentation, including, as applicable, a properly executed IRS Form W-9 or shall cause appropriate IRS Form W-8). Upon surrender of Certificates for cancellation to be deposited, with the Exchange Agent, together with such letter of transmittal and Tax documentation, duly completed and validly executed in accordance with the instructions thereto, the holders of such Certificates shall be entitled to receive in exchange therefor the Merger Consideration payable in respect thereof pursuant to the provisions of this Article III, and the Certificates so surrendered shall forthwith be canceled. Upon receipt of an “agent’s message” by the Exchange Agent (or such other evidence, if any, of transfer as the Exchange Agent may reasonably request) and Tax documentation, in the case of a book-entry transfer of Uncertificated Shares, the holders of such Uncertificated Shares shall be entitled to receive in exchange therefor the Merger Consideration payable in respect thereof pursuant to the provisions of this Article III, and the transferred Uncertificated Shares so surrendered shall forthwith be canceled. The Exchange Agent shall accept such Certificates and transferred Uncertificated Shares upon compliance with such reasonable terms and conditions as the Exchange Agent may impose to effect an orderly exchange thereof in accordance with normal and reasonable exchange practices. No interest shall be paid or accrued for the benefit of the holders of Company Common Stock, for exchange in accordance with this Article 3, the number of shares of Parent Common Stock sufficient to deliver Certificates and Uncertificated Shares on the aggregate Per Share Merger Consideration payable upon the surrender of such Certificates and Uncertificated Shares pursuant to this Agreement (such shares of Parent Common Stock being hereinafter referred Section 3.2. Until so surrendered, Certificates and Uncertificated Shares shall be deemed, from and after the Effective Time, to as evidence only the “Exchange Fund”). (ii) Parent shall cause right to receive the Exchange AgentMerger Consideration, without interest thereon, payable in respect thereof pursuant to irrevocable instructions, to pay such Per Share Merger Consideration out the provisions of the Exchange Fund in accordance with the Merger Payment Schedule and the other applicable provisions contained in this AgreementArticle III. The Exchange Fund shall not be used for any other purpose. (iii) If the Merger Payment Schedule is delivered to the Exchange Agent in accordance with Section 3.2(i) on or prior to the date that is (A) at least two Business Days prior to the Closing Date, then Parent and the Company shall take reasonable steps to cause the applicable Per Share Merger Consideration to be issued to the applicable holder of Capital Stock in book-entry form as As soon as reasonably practicable, but practicable (and in no any event more than two within 15 Business Days, ) following the Closing Date, or (B) less than two Business Days prior to the Closing Date, then Parent and the Company shall take all necessary actions to cause the applicable Per Share Merger Consideration to be issued to the applicable holder of Capital Stock in book-entry form within two Business Days after such delivery; provided that the Per Share Merger Consideration shall not be issued with respect to shares of Capital Stock represented by a Certificate until the applicable holder of such Capital Stock has surrendered such Certificate (or an affidavit of loss in lieu thereof) to the Exchange Agent. (iv) If any Per Share Merger Consideration is to be issued to a person other than the holder of Capital Stock in whose name the surrendered Certificate or the transferred shares of Capital Stock in book-entry form is registered, it shall be a condition to the issuance of the applicable portion of such Per Share Merger Consideration that, in addition to any other requirements set forth in the Exchange Agent shall provide Parent with a list of the names and addresses of all holders of CVRs pursuant to the provisions of this Article III. Notwithstanding anything herein to the contrary, the payment of any Milestone Payment (as such term is defined in the CVR Agreement, (A) either such Certificate and the payment procedures with respect thereto shall be properly endorsed or shall otherwise be in proper form for transfer or such share of Capital Stock in book-entry form shall be properly transferred and (B) governed by the person requesting such consideration pay to the Exchange Agent any transfer or similar Taxes required as a result of such consideration being issued to a person other than the registered holder of such Certificate or share of Capital Stock in book-entry form or establish to the satisfaction terms of the Exchange Agent that such transfer or similar Taxes have been paid or are not payableCVR Agreement.

Exchange Procedures. (ia) On the Closing Date and prior to As of the Effective Time, Parent Acquiror shall deposit, or shall cause to be deposited, have deposited with the Exchange Agent, Agent for the benefit of the holders of Company Common shares of Target Stock, for exchange in accordance with this Article 3Section 2.5 through the Exchange Agent, certificates representing the shares of Acquiror Stock issuable pursuant to Section 2.3 in exchange for shares of Target Stock outstanding immediately prior to the Effective Time, and funds in an amount not less than the amount of cash payable in lieu of fractional shares of Acquiror Stock which would otherwise be payable in connection with Section 2.3 hereof, but for the operation of Section 2.4 of this Agreement (collectively, the "Exchange Fund"). (b) Acquiror shall direct the Exchange Agent to mail promptly after the Effective Time, to each holder of record of a certificate or certificates which immediately prior to the Effective Time represented outstanding shares of Target Stock (the "Certificates") whose shares were converted into the right to receive shares of Acquiror Stock pursuant to Section 2.3 hereof: (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 (ii) instructions for use in effecting the surrender of the Certificates in exchange for certificates representing shares of Acquiror Stock. Upon surrendering of a Certificate for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by Acquiror, together with such letters of transmittal, duly executed, the holder of such Certificate shall be entitled to receive in exchange therefor that amount of cash and a certificate representing that number of whole shares of Acquiror Stock which such holder has the right to receive pursuant to the provisions of Sections 2.3 and 2.4 hereof, and the Certificate so surrendered shall forthwith be canceled. In the event a Certificate is surrendered representing Target Stock, the transfer of ownership which is not registered in the transfer records of Target, a certificate representing the proper number of shares of Parent Common Acquiror Stock sufficient may be issued to deliver a transferee if the aggregate Per Share Merger Consideration payable pursuant Certificate representing such Target Stock is presented to this Agreement (such shares of Parent Common Stock being hereinafter referred to as the “Exchange Fund”). (ii) Parent shall cause the Exchange Agent, accompanied by all documents required to evidence and effect such transfer and by evidence that any applicable stock transfer taxes have been paid. Until surrendered as contemplated by this Section 2.5 and except as provided in subsection (g) hereof, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the certificate representing shares of Acquiror Stock and cash in lieu of any fractional shares of stock as contemplated by this Section 2.5. Notwithstanding anything to the contrary set forth herein, if any holder of shares of Target should be unable to surrender the Certificates for such shares, because they have been lost or destroyed, such holder may deliver in lieu thereof, in the discretion of Acquiror, such bond in form and substance and with surety reasonably satisfactory to Acquiror and shall be entitled to receive the certificate representing the proper number of shares of Acquiror Stock and cash in lieu of fractional shares in accordance with Sections 2.3 and 2.4 hereof. (c) No dividends or other distributions declared or made after the Effective Time with respect to Acquiror Stock with a record date after the Effective Time shall be paid to the holder of any unsurrendered Certificate with respect to the shares of Acquiror Stock represented thereby and no cash payment in lieu of fractional shares shall be paid to any such holder pursuant to irrevocable instructionsSection 2.4 until the holder of record of such Certificate shall surrender such Certificate. Subject to the effect of applicable laws, following surrender of any such Certificate, there shall be paid to pay the record holder of the certificates representing whole shares of Acquiror Stock issued in exchange thereof, without interest, (i) at the time of such Per Share Merger Consideration out surrender, the amount of any cash payable in lieu of a fractional share of Acquiror Stock to which such holder is entitled pursuant to Section 2.4 and the amount of dividends or other distribution with a record date after the Effective Time theretofore paid with respect to such whole shares of Acquiror Stock, and (ii) at the appropriate payment date, the amount of dividends or other distributions with a record date after the Effective Time but prior to surrender and a payment date subsequent to surrender payable with respect to such whole shares of Acquiror Stock. (d) All shares of Acquiror Stock issued upon the surrender for exchange of Target Stock in accordance with the terms hereof (including any cash paid pursuant to Section 2.4) shall be deemed to have been issued in full satisfaction of all rights pertaining to such shares of Target Stock, and there shall be no further registration of transfers on the stock transfer books of Target or Acquiror of the shares of Target Stock which were outstanding immediately prior to the Effective Time. If after the Effective Time, Certificates are presented to Acquiror for any reason, they shall be canceled and exchanged as provided in this Agreement. (e) Any portion of the Exchange Fund which remains undistributed to the shareholders of Target following the passage of six months after the Effective Time shall be delivered to Acquiror, upon demand, and any shareholders of Target who have not theretofore complied with this Section 2.5 shall thereafter look only to Acquiror for payment of their claim for Acquiror Stock, any cash in lieu of fractional shares of Acquiror Stock and any dividends or distributions with respect to Acquiror Stock. (f) Neither Acquiror nor Target shall be liable to any holder of shares of Target Stock for such shares (or dividends or distributions with respect thereto) or cash from the Exchange Fund delivered to a public official pursuant to any applicable abandoned property, escheat or similar law. (g) The Exchange Agent shall not be entitled to vote or exercise any rights of ownership with respect to the shares of Acquiror 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 to such shares of Acquiror Stock for the account of the Persons entitled thereto. Former shareholders of record of Target shall be entitled to vote after the Effective Time at any meeting of Acquiror shareholders the number of whole shares of Acquiror Stock into which their respective shares of Target Stock are converted, regardless of whether such holders have exchanged their Certificates for certificates representing Acquiror Stock in accordance with the Merger Payment Schedule and the other applicable provisions contained in of this Agreement. The Exchange Fund shall not be used for any other purpose. (iii) If the Merger Payment Schedule is delivered to the Exchange Agent in accordance with Section 3.2(i) on or prior to the date that is (A) at least two Business Days prior to the Closing Date, then Parent and the Company shall take reasonable steps to cause the applicable Per Share Merger Consideration to be issued to the applicable holder of Capital Stock in book-entry form as soon as reasonably practicable, but in no event more than two Business Days, following the Closing Date, or (B) less than two Business Days prior to the Closing Date, then Parent and the Company shall take all necessary actions to cause the applicable Per Share Merger Consideration to be issued to the applicable holder of Capital Stock in book-entry form within two Business Days after such delivery; provided that the Per Share Merger Consideration shall not be issued with respect to shares of Capital Stock represented by a Certificate until the applicable holder of such Capital Stock has surrendered such Certificate (or an affidavit of loss in lieu thereof) to the Exchange Agent. (iv) If any Per Share Merger Consideration is to be issued to a person other than the holder of Capital Stock in whose name the surrendered Certificate or the transferred shares of Capital Stock in book-entry form is registered, it shall be a condition to the issuance of the applicable portion of such Per Share Merger Consideration that, in addition to any other requirements set forth in the Exchange Agent Agreement, (A) either such Certificate shall be properly endorsed or shall otherwise be in proper form for transfer or such share of Capital Stock in book-entry form shall be properly transferred and (B) the person requesting such consideration pay to the Exchange Agent any transfer or similar Taxes required as a result of such consideration being issued to a person other than the registered holder of such Certificate or share of Capital Stock in book-entry form or establish to the satisfaction of the Exchange Agent that such transfer or similar Taxes have been paid or are not payable.

Exchange Procedures. (i) On Promptly after the Closing Date Merger Effective Time (and prior to in any event within five (5) Business Days thereafter), the Effective Time, Parent shall deposit, or Surviving Entity shall cause the Exchange Agent to mail a notice to each holder of record of Eligible Shares that are evidenced by a TRMT Certificate advising such holders of the effectiveness of the Merger, including (A) appropriate transmittal materials specifying that delivery shall be depositedeffected, with and risk of loss and title to TRMT Certificates shall pass, only upon delivery of TRMT Certificates (or affidavits of loss in lieu of TRMT Certificates, as provided in Section 3.6) to the Exchange Agent, and (B) instructions for surrendering TRMT Certificates (or affidavits of loss in lieu of TRMT Certificates, as provided in Section 3.6) to the Exchange Agent in exchange for the benefit Merger Consideration, cash in lieu of fractional RMRM Common Shares, if any, to be issued or paid in consideration therefor, and any dividends or other distributions, in each case, to which such holders are entitled pursuant to the terms of this Agreement. Payment of the Merger Consideration, cash in lieu of fractional RMRM Common Shares, if any, to be issued or paid in consideration therefor and any dividends or other distributions, in each case to which such holders of Company Common Stock, for exchange in accordance with this Article 3, the number of shares of Parent Common Stock sufficient to deliver the aggregate Per Share Merger Consideration payable are entitled pursuant to the terms of this Agreement (with respect to TRMT Book-Entry Shares, shall be made promptly following the Merger Effective Time without any action on the part of the Person in whose name such shares of Parent Common Stock being hereinafter referred to as the “Exchange Fund”)TRMT Book-Entry Shares are registered. (ii) Parent No interest will be paid or accrued on any amount payable upon due surrender of Eligible Shares, and any TRMT Certificate or ledger entry relating to TRMT Book-Entry Shares formerly representing TRMT Common Shares that have been so surrendered shall cause the Exchange Agent, pursuant to irrevocable instructions, to pay such Per Share Merger Consideration out of the Exchange Fund in accordance with the Merger Payment Schedule and the other applicable provisions contained in this Agreement. The Exchange Fund shall not be used for any other purpose. (iii) If the Merger Payment Schedule is delivered to the Exchange Agent in accordance with Section 3.2(i) on or prior to the date that is (A) at least two Business Days prior to the Closing Date, then Parent and the Company shall take reasonable steps to cause the applicable Per Share Merger Consideration to be issued to the applicable holder of Capital Stock in book-entry form as soon as reasonably practicable, but in no event more than two Business Days, following the Closing Date, or (B) less than two Business Days prior to the Closing Date, then Parent and the Company shall take all necessary actions to cause the applicable Per Share Merger Consideration to be issued to the applicable holder of Capital Stock in book-entry form within two Business Days after such delivery; provided that the Per Share Merger Consideration shall not be issued with respect to shares of Capital Stock represented cancelled by a Certificate until the applicable holder of such Capital Stock has surrendered such Certificate (or an affidavit of loss in lieu thereof) to the Exchange Agent. (iviii) If In the event of a transfer of ownership of certificated Eligible Shares that is not registered in the transfer records of TRMT, the number of whole RMRM Common Shares that such holder is entitled to receive pursuant to Section 3.1(a), together with an amount (if any) of cash in immediately available funds or, if no wire transfer instructions are provided, a check, and in each case, after deducting any Per Share Merger Consideration is required Tax withholdings as provided in Section 3.3 in lieu of fractional shares to be paid upon due surrender of the TRMT Certificate pursuant to Section 3.2(e) and any dividends or other distributions in respect thereof in accordance with Section 3.2(c), may be issued or paid to such a person other than transferee if the holder of Capital Stock in whose name the surrendered TRMT Certificate or the transferred shares of Capital Stock in book-entry form formerly representing such Eligible Shares is registered, it shall be a condition presented to the issuance of the Exchange Agent, accompanied by all documents required to evidence and effect such transfer and to evidence that any applicable portion of such Per Share Merger Consideration thattransfer and other similar Taxes have been paid, in addition to any other requirements set forth each case, in the Exchange Agent Agreement, (A) either such Certificate shall be properly endorsed or shall otherwise be in proper form for transfer or such share of Capital Stock in book-entry form shall be properly transferred and (B) the person requesting such consideration pay substance reasonably satisfactory to the Exchange Agent and the Surviving Entity. Until surrendered as contemplated by this Section 3.2(b), each TRMT Certificate and TRMT Book-Entry Share shall be deemed at any transfer time at or similar Taxes required as a result after the Merger Effective Time to represent only the right to receive the Merger Consideration in accordance with this ARTICLE 3, any amount payable in cash in lieu of such consideration being issued to a person fractional shares in accordance with Section 3.2(e), and any dividends or other than the registered holder of such Certificate or share of Capital Stock distributions in book-entry form or establish to the satisfaction of the Exchange Agent that such transfer or similar Taxes have been paid or are not payableaccordance with Section 3.2(c), in each case without interest.

Exchange Procedures. (i) On the Closing Date and prior to the Effective Time, (i) each SFC Stockholder shall execute and deliver to Parent either the certificates(s) evidencing such SFC Stockholder’s Shares (the “Certificates”) or an affidavit of lost certificate, in the form provided by Parent with respect thereto with full indemnity in favor of Parent, and (ii) each SFC Optionholder shall depositdeliver to Parent either the original, fully-executed stock option agreement(s) evidencing such SFC Equityholder’s Options (the “Option Agreements”) or shall cause an affidavit of lost stock option agreement, in the form provided by Parent with respect thereto with full indemnity in favor of Parent. Upon surrender to be deposited, with the Exchange Agent, for the benefit Parent of the holders of Company Common Stock, Shares and Options for exchange in accordance with this Article 3cancellation, the number SFC Equityholder holding such Shares and/or Options shall be entitled to receive in exchange therefor (A) at Closing upon the surrender of shares of Parent Common Stock sufficient to deliver such Shares and/or Options (i) the aggregate Per Share Merger Cash Closing Consideration payable pursuant and Per Option Cash Closing Consideration which such SFC Equityholder has the right to this Agreement (receive in respect of such shares of Parent Common Stock being hereinafter referred to as the “Exchange Fund”). Shares and/or Options, and (ii) Parent a certificate representing that number of whole shares of aggregate Per Share Stock Closing Consideration and Per Option Stock Closing Consideration which such SFC Equityholder has the right to receive in respect of such Shares and/or Options (after taking into account all Shares and Options then held by such SFC Equityholder), and (B) at the times stated in and subject to the terms and conditions of this Agreement and the Escrow Agreement, the Escrow Amount, Equityholder Representative Holdback Amount, Earn Out Amounts, Earn Out Shares and post-Closing adjustments under Section 2.08(c) due in respect of such Shares and/or Options, and the Certificates and/or Option Agreements so surrendered shall cause forthwith be cancelled. In the Exchange Agentevent of a transfer of ownership of Shares or Options that is not registered in the transfer records of the Company, the applicable Merger Consideration and any dividends or other distributions to which the holder of such Shares or Options is entitled pursuant to irrevocable instructionsSection 2.02(b) may be delivered and issued to a transferee if the Certificate representing such Shares (or affidavit of lost certificate) or original Option Agreement representing such Options (or affidavit of lost stock option agreement), as applicable, is presented to pay the Parent, accompanied by all documents reasonably deemed necessary by Parent required to evidence and effect such Per Share transfer and by evidence that any applicable transfer taxes have been paid, and in such event Schedule A-3 hereto will be revised by the parties to reflect such transfer. Until surrendered as contemplated by this Section 2.02, each Certificate and Option Agreement shall be deemed at all times after the Effective Time to represent only the right to receive upon such surrender the applicable Merger Consideration out and any dividends or other distributions to which such SFC Equityholder is entitled pursuant to Section 2.02(b), without any interest thereon and subject to any required withholding Taxes. In furtherance of the Exchange Fund in accordance with foregoing, the Merger Payment Schedule and the other applicable provisions contained in this Agreement. The Exchange Fund (i) Aggregate Cash Closing Consideration shall not be used for any other purpose. (iii) If the Merger Payment Schedule is delivered paid at Closing to the Exchange Agent SFC Equityholders in the amounts set forth opposite such person’s name on Schedule A-3 (as finalized in accordance with Section 3.2(i2.01(d)) on or prior by wire transfer to the date that is accounts set forth thereon, and (Aii) the Aggregate Stock Closing Consideration shall be delivered at least two Business Days prior Closing to the Closing Date, then Parent and SFC Equityholders in the Company shall take reasonable steps to cause the applicable Per Share Merger Consideration to be issued to the applicable holder of Capital Stock in book-entry form as soon as reasonably practicable, but in no event more than two Business Days, following the Closing Date, or (B) less than two Business Days prior to the Closing Date, then Parent and the Company shall take all necessary actions to cause the applicable Per Share Merger Consideration to be issued to the applicable holder of Capital Stock in book-entry form within two Business Days after such delivery; provided that the Per Share Merger Consideration shall not be issued with respect to shares of Capital Stock represented by a Certificate until the applicable holder of such Capital Stock has surrendered such Certificate (or an affidavit of loss in lieu thereof) to the Exchange Agent. (iv) If any Per Share Merger Consideration is to be issued to a person other than the holder of Capital Stock in whose name the surrendered Certificate or the transferred shares of Capital Stock in book-entry form is registered, it shall be a condition to the issuance of the applicable portion of such Per Share Merger Consideration that, in addition to any other requirements amounts set forth opposite such person’s name on Schedule A-3 (as finalized in the Exchange Agent Agreement, (A) either such Certificate shall be properly endorsed or shall otherwise be in proper form for transfer or such share of Capital Stock in book-entry form shall be properly transferred and (B) the person requesting such consideration pay to the Exchange Agent any transfer or similar Taxes required as a result of such consideration being issued to a person other than the registered holder of such Certificate or share of Capital Stock in book-entry form or establish to the satisfaction of the Exchange Agent that such transfer or similar Taxes have been paid or are not payableaccordance with Section 2.01(d)).

Exchange Procedures. As soon as reasonably practicable after the Effective Time (ibut no later than three (3) On Business Days thereafter), Parent shall cause the Closing Date and Exchange Agent to mail to each holder of record as of the Effective Time of one or more certificates (each, a “Certificate”) or uncertificated Company Shares (“Uncertificated Shares”) that immediately prior to the Effective TimeTime represented issued and outstanding Company Shares that were converted into the right to receive Merger Consideration pursuant to Section 2.3: (i) a letter of transmittal in customary form (which shall specify that delivery shall be effected, Parent and risk of loss and title to the Certificate or Uncertificated Shares shall depositpass, only upon delivery of the Certificate or shall cause the Uncertificated Shares to be deposited, with the Exchange Agent), that shall also be in such form and have such other provisions as Parent and the Company may reasonably specify, (ii) instructions for use in effecting the surrender of the Certificate or the transfer of Uncertificated Shares in exchange for the benefit Merger Consideration and (iii) a certificate or declaration in customary form to be used to confirm the status of a Person as a Resident of Israel within the meaning of the Ordinance (a “Residence Certificate”). Upon (x) surrender of Certificates for cancellation to the Exchange Agent or (y) receipt of an “agent’s message” by the Exchange Agent (or such other evidence, if any, of transfer as the Exchange Agent may reasonably request) in the case of a book-entry transfer of Uncertificated Shares, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, the holders of Company Common Stocksuch Certificates or Uncertificated Shares shall be entitled to receive in exchange therefor the Merger Consideration, for exchange cash in accordance with this Article 3, the number lieu of fractional shares of Parent Common Stock sufficient to deliver which such holder is entitled pursuant to Section 2.3(e) and any dividends or other distributions to which such holder is entitled pursuant to Section 2.4(d), and the aggregate Per Share Certificates so surrendered or the Uncertificated Shares so transferred shall forthwith be canceled. Until so surrendered or canceled, outstanding Certificates and Uncertificated Shares will be deemed from and after the Effective Time to evidence only the right to receive, upon surrender and without interest, the Merger Consideration payable into which the Company Shares theretofore represented by such Certificates shall have been converted pursuant to this Agreement (such Section 2.3, cash in lieu of fractional shares of Parent Common Stock being hereinafter referred pursuant to as the “Exchange Fund”Section 2.3(e) and any dividends or other distributions pursuant to Section 2.4(d). (ii) Parent shall cause the Exchange Agent, pursuant to irrevocable instructions, to pay such Per Share Merger Consideration out of the Exchange Fund in accordance with the Merger Payment Schedule and the other applicable provisions contained in this Agreement. The Exchange Fund shall not be used for any other purpose. (iii) If the Merger Payment Schedule is delivered to the Exchange Agent in accordance with Section 3.2(i) on or prior to the date that is (A) at least two Business Days prior to the Closing Date, then Parent and the Company shall take reasonable steps to cause the applicable Per Share Merger Consideration to be issued to the applicable holder of Capital Stock in book-entry form as soon as reasonably practicable, but in no event more than two Business Days, following the Closing Date, or (B) less than two Business Days prior to the Closing Date, then Parent and the Company shall take all necessary actions to cause the applicable Per Share Merger Consideration to be issued to the applicable holder of Capital Stock in book-entry form within two Business Days after such delivery; provided that the Per Share Merger Consideration shall not be issued with respect to shares of Capital Stock represented by a Certificate until the applicable holder of such Capital Stock has surrendered such Certificate (or an affidavit of loss in lieu thereof) to the Exchange Agent. (iv) If any Per Share Merger Consideration is to be issued to a person other than the holder of Capital Stock in whose name the surrendered Certificate or the transferred shares of Capital Stock in book-entry form is registered, it shall be a condition to the issuance of the applicable portion of such Per Share Merger Consideration that, in addition to any other requirements set forth in the Exchange Agent Agreement, (A) either such Certificate shall be properly endorsed or shall otherwise be in proper form for transfer or such share of Capital Stock in book-entry form shall be properly transferred and (B) the person requesting such consideration pay to the Exchange Agent any transfer or similar Taxes required as a result of such consideration being issued to a person other than the registered holder of such Certificate or share of Capital Stock in book-entry form or establish to the satisfaction of the Exchange Agent that such transfer or similar Taxes have been paid or are not payable.

Exchange Procedures. (ia) On the Closing Date and prior to the Effective Time, Parent shall deposit, or Company shall cause each Securityholder to fully complete the investor questionnaire attached hereto as Exhibit D (the "Investor Questionnaire"), and the Company shall direct each Securityholder to accurately complete such Investor Questionnaire to be depositedin all material respects true, with the Exchange Agent, for the benefit of the holders of Company Common Stock, for exchange in accordance with this Article 3, the number of shares of Parent Common Stock sufficient to deliver the aggregate Per Share Merger Consideration payable pursuant to this Agreement correct and complete. No later than five (such shares of Parent Common Stock being hereinafter referred to as the “Exchange Fund”). (ii5) Parent shall cause the Exchange Agent, pursuant to irrevocable instructions, to pay such Per Share Merger Consideration out of the Exchange Fund in accordance with the Merger Payment Schedule and the other applicable provisions contained in this Agreement. The Exchange Fund shall not be used for any other purpose. (iii) If the Merger Payment Schedule is delivered to the Exchange Agent in accordance with Section 3.2(i) on or prior to the date that is (A) at least two Business Days prior to the Closing, Company and the Key Person shall use reasonable best efforts to cause each Securityholder to deliver to Parent a completed Investor Questionnaire. (b) To the extent that any Securityholder does not deliver an Investor Questionnaire by the fifth (5th) Business Day prior to Closing or a Securityholder, that is not an Accredited Investor nor a Sophisticated Investor (each as defined in the Investor Questionnaire), has failed to appoint a "purchaser representative" in accordance with Section 5.05(b) (each, an "Ineligible Securityholder"), then each such Securityholder will forfeit the right to receive Parent Common Shares and Parent may, rather than issuing Parent Common Shares to such Securityholders, in its sole discretion, choose to deliver to such Securityholder cash in the amount equal to such Securityholder's Pro Rata Share of the Closing Consideration as determined in accordance with the Payment Schedule and the valuation date and metrics originally used to determine the Closing Consideration ("Cash Consideration"), and the number of Parent Common Shares to be issued in accordance with the Closing Consideration will be reduced accordingly. To the extent Cash Consideration is paid in lieu of Parent Common Shares, all references to issuance of Parent Common Shares as Closing Consideration and all associated definitions, including the definitions of Closing Consideration and Allocated Consideration, shall be deemed amended to reflect the forgoing. (c) On the Closing Date, then Parent shall deliver to each Securityholder (i) a letter of transmittal substantially in the form of Exhibit E attached hereto ("Letter of Transmittal"), which shall specify that delivery shall be effected upon adherence to the procedures set forth in the Letter of Transmittal, and which shall be in a customary form and agreed to by Parent and the Company shall take reasonable steps to cause the applicable Per Share Merger Consideration to be issued prior to the applicable holder Closing, and (ii) instructions for use in effecting the surrender of Capital Stock such Company Shares for delivery of such Securityholder's Allocated Consideration. (d) Upon surrender to Parent of Company Shares, together with the Letter of Transmittal, duly completed and validly executed in accordance with the instructions thereto, such Securityholders shall be entitled to receive in exchange therefor the Allocated Consideration pursuant to the provisions of this Article I (which in the case of Allocated Consideration consisting of Parent Common Shares shall be in uncertificated book-entry form as soon as reasonably practicable, but form). No interest shall be paid or accrued for the benefit of Securityholders on the Allocated Consideration payable in no event more than two Business Days, following the Closing Date, or (B) less than two Business Days prior to the Closing Date, then Parent and the Company shall take all necessary actions to cause the applicable Per Share Merger Consideration to be issued to the applicable holder of Capital Stock in book-entry form within two Business Days after such delivery; provided that the Per Share Merger Consideration shall not be issued with respect to shares of Capital Stock represented by a Certificate until the applicable holder of such Capital Stock has surrendered such Certificate (or an affidavit Company Shares. If delivery of loss in lieu thereof) to the Exchange Agent. (iv) If any Per Share Merger Allocated Consideration is to be issued made to a person Person other than the holder of Capital Stock in whose name the surrendered Certificate or the transferred shares of Capital Stock in book-entry form is registereda Securityholder, it shall be a condition to the issuance of the applicable portion of such Per Share Merger Consideration that, in addition to any other requirements set forth in the Exchange Agent Agreement, (A) either such Certificate delivery that Company Shares so surrendered shall be properly endorsed or shall be otherwise be in proper form for transfer or such share of Capital Stock in book-entry form shall be properly transferred and (B) that the person Person requesting such consideration pay to the Exchange Agent delivery shall have paid any transfer or similar and other Taxes required as a result by reason of such consideration being issued the delivery of the Allocated Consideration to a person Person other than the registered holder Securityholder of such Certificate Company Shares surrendered or share of Capital Stock in book-entry form or establish shall have established to the satisfaction of the Exchange Agent Surviving Company that such transfer or similar Taxes either have been paid or are not payableapplicable. Until surrendered as contemplated by this Section 1.03(d), each Company Share shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Allocated Consideration deliverable in respect of such Company Shares.

Exchange Procedures. (ia) On As soon as practicable but in no event more than five (5) calendar days after the Closing Date Effective Date, the Exchange Agent shall mail a letter of transmittal to each holder of record of Community Financial Common Stock whose shares of Community Financial Common Stock were converted into the right to receive a portion of the Merger Consideration. The letter of transmittal shall provide instructions for the submission of certificates (“Old Certificates”) (or an indemnity satisfactory to CHC, the Surviving Bank and Computershare Investor Services, LLC, as Exchange Agent (the “Exchange Agent”), if any of such certificates are lost, stolen, or destroyed) representing all shares of Community Financial Common Stock of such holder of record converted into the right to receive the applicable portion of the Merger Consideration at the Effective Time. (b) At or prior to the Effective Time, Parent CHC shall deposit, or shall cause to be deposited, with the Exchange Agent, Agent an estimated amount of cash for the benefit of the holders of Company Common Stock, for exchange in accordance with this Article 3, the number of fractional shares of Parent Common Stock sufficient to deliver the aggregate Per Share Merger Consideration payable pursuant to this Agreement (such shares of Parent Common Stock cash being hereinafter referred to as as, the “Exchange Fund”). In accordance with the terms contained in the letter of transmittal contemplated in this Section 3.04, the Exchange Agent shall distribute the Exchange Fund to the Community Financial shareholders upon receipt of the Old Certificates or a satisfactory indemnity as contemplated in Section 3.04(a). (iic) Parent CHC shall cause any check in respect of any cash that a holder of Community Financial Common Stock shall be entitled to receive to be delivered to such shareholder no later than five (5) days following delivery to the Exchange Agent of the Old Certificates (or indemnity satisfactory to CHC, the Surviving Bank and the Exchange Agent, if any of such certificates are lost, stolen or destroyed) owned by such shareholder. No interest will be paid on any per share Merger Consideration that any such holder shall be entitled to receive pursuant to irrevocable instructions, to pay this Article III upon such Per Share Merger Consideration out delivery. (d) Any portion of the Exchange Fund in accordance that remains unclaimed by the shareholders of Community for one year after the Effective Time shall be returned to CHC. Any shareholders of Community Financial who have not theretofore complied with the this Article III shall thereafter look only to CHC for payment of any applicable per share Merger Payment Schedule and the other applicable provisions contained in this Agreement. The Exchange Fund shall not be used for Consideration, without any other purposeinterest thereon. (iiie) If Notwithstanding the Merger Payment Schedule is delivered to foregoing, neither the Exchange Agent in accordance with Section 3.2(i) on or prior nor any party hereto shall be liable to the date that is (A) at least two Business Days prior to the Closing Date, then Parent and the Company shall take reasonable steps to cause the applicable Per Share Merger Consideration to be issued to the applicable any former holder of Capital Community Financial Common Stock in book-entry form as soon as reasonably practicable, but in no event more than two Business Days, following the Closing Date, or (B) less than two Business Days prior to the Closing Date, then Parent and the Company shall take all necessary actions to cause the applicable Per Share Merger Consideration to be issued to the applicable holder of Capital Stock in book-entry form within two Business Days after such delivery; provided that the Per Share Merger Consideration shall not be issued with respect to shares of Capital Stock represented by a Certificate until the applicable holder of such Capital Stock has surrendered such Certificate (or an affidavit of loss in lieu thereof) to the Exchange Agent. (iv) If for any Per Share Merger Consideration is to be issued amount properly delivered to a person other than the holder of Capital Stock in whose name the surrendered Certificate or the transferred shares of Capital Stock in book-entry form is registeredpublic official pursuant to applicable abandoned property, it shall be a condition to the issuance of the applicable portion of such Per Share Merger Consideration that, in addition to any other requirements set forth in the Exchange Agent Agreement, (A) either such Certificate shall be properly endorsed or shall otherwise be in proper form for transfer or such share of Capital Stock in book-entry form shall be properly transferred and (B) the person requesting such consideration pay to the Exchange Agent any transfer escheat or similar Taxes required as a result of such consideration being issued to a person other than the registered holder of such Certificate or share of Capital Stock in book-entry form or establish to the satisfaction of the Exchange Agent that such transfer or similar Taxes have been paid or are not payablelaws.

Exchange Procedures. (i) On As promptly as practicable following the Closing Date and prior to REIT Merger Effective Time (but in no event later than two (2) Business Days thereafter), the Effective Time, Parent shall deposit, or Surviving Entity of the REIT Merger shall cause to be deposited, with the Exchange Agent, Agent to mail (and to make available for the benefit collection by hand): (A) to each holder of the holders record of one or more Certificates evidencing Company Common Stock, for exchange in accordance with this Article 3, the number (x) a letter of shares transmittal (a “Letter of Parent Common Stock sufficient to deliver the aggregate Per Share Merger Consideration payable pursuant to this Agreement (such shares of Parent Common Stock being hereinafter referred to as the “Exchange FundTransmittal”). (ii) Parent , which shall cause the Exchange Agentspecify that delivery shall be effected, pursuant and risk of loss and title to irrevocable instructions, to pay such Per Share Merger Consideration out of the Exchange Fund in accordance with the Merger Payment Schedule and the other applicable provisions contained in this Agreement. The Exchange Fund Certificates shall not be used for any other purpose. (iii) If the Merger Payment Schedule is delivered to the Exchange Agent in accordance with Section 3.2(i) on or prior to the date that is (A) at least two Business Days prior to the Closing Date, then Parent and the Company shall take reasonable steps to cause the applicable Per Share Merger Consideration to be issued to the applicable holder of Capital Stock in book-entry form as soon as reasonably practicable, but in no event more than two Business Days, following the Closing Date, or (B) less than two Business Days prior to the Closing Date, then Parent and the Company shall take all necessary actions to cause the applicable Per Share Merger Consideration to be issued to the applicable holder of Capital Stock in book-entry form within two Business Days after such delivery; provided that the Per Share Merger Consideration shall not be issued with respect to shares of Capital Stock represented by a Certificate until the applicable holder pass only upon proper delivery of such Capital Stock has surrendered such Certificate Certificates (or an affidavit affidavits of loss in lieu thereof) to the Exchange Agent, and which Letter of Transmittal shall be in such form and have such other provisions as the Surviving Entity of the REIT Merger may reasonably specify, and (y) instructions for use in effecting the surrender of such Certificates in exchange for the REIT Common Merger Consideration into which the number of shares of Company Common Stock previously represented by such Certificates shall have been converted pursuant to this Agreement, together with any amounts payable in respect of dividends or distributions on Parent Common Shares in accordance with Section 3.5(d) (which instructions shall provide that, at the election of the surrendering holder, (i) such Certificates may be surrendered by hand delivery or otherwise or (ii) the REIT Common Merger Consideration in exchange therefor, together with any amounts payable in respect of dividends or distributions on Parent Common Shares in accordance with Section 3.5(d), may be collected by hand by the surrendering holder or by check or wire transfer to the surrendering holder); (B) to each holder of record of one or more Certificates evidencing Company Preferred Stock, (x) a Letter of Transmittal, which shall specify that delivery shall be effected, and risk of loss and title to such Certificates shall pass only upon proper delivery of such Certificates (or affidavits of loss in lieu thereof) to the Exchange Agent, and which Letter of Transmittal shall be in such form and have such other provisions as the Surviving Entity of the REIT Merger may reasonably specify, and (y) instructions for use in effecting the surrender of such Certificates in exchange for the applicable REIT Preferred Merger Consideration into which the number of shares of Company Series A Preferred Stock or Company Series C Preferred Stock, as applicable, previously represented by such Certificates shall have been converted pursuant to this Agreement, together with any amounts payable in respect of dividends or distributions on Company Series A Preferred Stock or Company Series C Preferred Stock, as applicable, in accordance with Section 3.5(d) (which instructions shall provide that, at the election of the surrendering holder, (i) such Certificates may be surrendered by hand delivery or otherwise or (ii) the REIT Preferred Merger Consideration in exchange therefor, together with any amounts payable in respect of dividends or distributions on Parent Common Shares in accordance with Section 3.5(d), may be collected by hand by the surrendering holder or by check or wire transfer to the surrendering holder), and (C) to each holder of a share of Company Restricted Stock, a certificate or, at Parent’s option, evidence of book-entry Parent Common Shares representing the REIT Common Merger Consideration into which the number of shares of Company Common Stock previously represented by such award shall have been converted pursuant to this Agreement. (ii) Upon surrender of a Certificate of Company Common Stock or Company Preferred Stock (or affidavit of loss in lieu thereof) for cancellation to the Exchange Agent, together with a Letter of Transmittal duly completed and validly executed in accordance with the instructions thereto, and such other documents as may reasonably be required by the Exchange Agent, the holder of such Certificate shall be entitled to receive in exchange therefor a certificate or, at Parent’s option, evidence of book-entry Parent Common Shares representing the REIT Common Merger Consideration for each share of Company Common Stock or a certificate representing the applicable REIT Preferred Merger Consideration for each share of Company Preferred Stock, as applicable, formerly represented by such Certificate pursuant to the provisions of this Article III, plus any amounts that such holder has the right to receive in respect of dividends or distributions on Parent Common Shares or Parent Preferred Shares, as applicable, in accordance with Section 3.5(d), to be mailed, made available for collection by hand or delivered by wire transfer, within two (2) Business Days following the later to occur of (A) the REIT Merger Effective Time or (B) the Exchange Agent’s receipt of such Certificate (or affidavit of loss in lieu thereof), and the Certificate or Company Common Stock or Company Preferred Stock (or affidavit of loss in lieu thereof) so surrendered shall be forthwith cancelled. The Exchange Agent shall accept such Certificates (or affidavits of loss in lieu thereof) upon compliance with such reasonable terms and conditions as the Exchange Agent may impose to effect an orderly exchange thereof in accordance with normal exchange practices. Until surrendered as contemplated by this Section 3.5, each Certificate of Company Common Stock or Company Preferred Stock shall be deemed, at any time after the REIT Merger Effective Time, to represent only the right to receive, upon such surrender, the REIT Common Merger Consideration or the applicable REIT Preferred Merger Consideration, as applicable, as contemplated by this Article III, and any amounts payable in respect of dividends or distributions on Parent Common Shares in accordance with Section 3.5(d). No interest shall be paid or accrued for the benefit of holders of such Certificates on the REIT Common Merger Consideration or the REIT Preferred Merger Consideration payable upon the surrender of such Certificates. (iii) As promptly as practicable following the REIT Merger Effective Time (but in no event later than two (2) Business Days thereafter), the Surviving Entity shall cause the Exchange Agent (A) to issue to each holder of Book-Entry Shares with respect to Company Common Stock or Common Preferred Stock, as applicable, that whole number of uncertificated Parent Common Shares or Parent Preferred Shares, as applicable, that such holder is entitled to receive pursuant to Section 3.1(b) in respect of such Book-Entry Shares, and (B) to issue and deliver to each holder of Book-Entry Shares a check or wire transfer for any amounts payable in respect of dividends or distributions on Parent Common Shares or Parent Preferred Shares in accordance with Section 3.5(d) in each case, without such holder being required to deliver a Certificate or an executed Letter of Transmittal to the Exchange Agent, and such Book-Entry Shares shall then be cancelled. In lieu of a Letter of Transmittal, each holder of Book-Entry Shares shall deliver to the Exchange Agent an “agent’s message” in customary form (or such other evidence of transfer or surrender as the Exchange Agent may reasonably request). No interest shall be paid or accrued for the benefit of holders of Book-Entry Shares on the REIT Common Merger Consideration or REIT Preferred Merger Consideration, as applicable, payable in respect of the Book-Entry Shares. (iv) If any Per Share Merger Consideration is to be issued to In the event of a person other than the holder transfer of Capital Stock in whose name the surrendered Certificate or the transferred ownership of shares of Capital Company Common Stock or Company Preferred Stock that is not registered in book-entry form is registeredthe transfer records of the Company, it shall be a condition to of payment that any Certificate representing Company Common Stock or Company Preferred Stock surrendered in accordance with the issuance of the applicable portion of such Per Share Merger Consideration that, in addition to any other requirements procedures set forth in the Exchange Agent Agreement, (Athis Section 3.5(c) either such Certificate shall be properly endorsed or shall be otherwise be in proper form for transfer transfer, or such share of Capital Stock in bookany Book-entry form Entry Share shall be properly transferred transferred, and (B) that the person Person requesting such consideration pay to the Exchange Agent payment shall have paid any transfer or similar Transfer Taxes and other Taxes required by reason of the payment of the REIT Common Merger Consideration or the REIT Preferred Merger Consideration, as a result of such consideration being issued applicable, to a person Person other than the registered holder of such the Certificate or share of Capital Stock in bookBook-entry form Entry Share surrendered or establish shall have established to the satisfaction of the Exchange Agent Parent that such transfer or similar Taxes have Tax either has been paid or are is not payableapplicable.

Exchange Procedures. (ia) On Parent shall act as agent for the purpose of exchanging certificates representing shares of the Company Common Stock (the “Certificates”) for the Merger Consideration. Prior to the Closing Date Date, the Company shall send, to each Company Stockholder at the Effective Time, a letter of transmittal in the form attached as Exhibit G (the “Letter of Transmittal”) (including a substitute Form W-9) and prior instructions (which shall specify that the delivery shall be effected, and risk of loss and title shall pass, only upon proper delivery of the Certificates to Parent) for use in such exchange. (b) Each holder of shares of Company Common Stock that have been converted into the right to receive the Merger Consideration shall be entitled to receive, upon surrender to Parent of a Certificate (or affidavit of loss in accordance with Section 3.11), together with a properly completed Letter of Transmittal, a joinder to the Stockholders Agreement, a joinder to the Registration Rights Agreement, a duly executed Stockholder Waiver and Release, an executed Designated Monitor indemnity agreement, a duly executed Termination and Release Agreement, a duly executed Request for Taxpayer Identification Number and Certification on Form W-9 or W-8 and such other documents as Parent may reasonably require (the “LT Documents”), the Merger Consideration in respect of the Company Common Stock represented by such Certificate, but subject to Section 3.8, in each case, as set forth on the Merger Consideration Schedule delivered pursuant to Section 3.13. Until so surrendered or transferred, as the case may be, each such Certificate shall represent after the Effective Time for all purposes only the right to receive such Merger Consideration. Upon receipt of a Certificate and a properly completed Letter of Transmittal, and the LT Documents (and such other documents as Parent may reasonably require), after the Effective Time, Parent shall depositpay the Merger Consideration to such holder, or shall cause in exchange therefor, by recording in the stock ledger of Parent the issuance to be deposited, with the Exchange Agent, for the benefit such holder of the holders of Company Common Stock, for exchange in accordance with this Article 3, the that number of shares of Parent Common Stock sufficient to deliver which such holder is entitled and, upon final resolution of the aggregate Per Share Merger Consideration payable pursuant Tangible Book Value adjustment in accordance with Section 3.2 and release of the Escrowed Shares in accordance with Article XVI, delivering to this Agreement (such holder a certificate representing that number of shares of Parent Common Stock to which such holder is entitled pursuant to this Article III (after taking into account such resolution of the Tangible Book Value and release of the Escrowed Shares), which certificate shall bear the legend set forth in the Stockholders Agreement; it being hereinafter referred understood that the Escrowed Shares shall be issued and deposited with the Escrow Agent in book entry form and shall be certificated only at such time as such Escrowed Shares are released to as the “Exchange Fund”)Company Stockholders or the Former Warrant Holders pursuant to the Escrow Agreement and the Warrant Escrow Agreement. (ii) Parent shall cause the Exchange Agent, pursuant to irrevocable instructions, to pay such Per Share Merger Consideration out of the Exchange Fund in accordance with the Merger Payment Schedule and the other applicable provisions contained in this Agreement. The Exchange Fund shall not be used for any other purpose. (iii) If the Merger Payment Schedule is delivered to the Exchange Agent in accordance with Section 3.2(i) on or prior to the date that is (A) at least two Business Days prior to the Closing Date, then Parent and the Company shall take reasonable steps to cause the applicable Per Share Merger Consideration to be issued to the applicable holder of Capital Stock in book-entry form as soon as reasonably practicable, but in no event more than two Business Days, following the Closing Date, or (B) less than two Business Days prior to the Closing Date, then Parent and the Company shall take all necessary actions to cause the applicable Per Share Merger Consideration to be issued to the applicable holder of Capital Stock in book-entry form within two Business Days after such delivery; provided that the Per Share Merger Consideration shall not be issued with respect to shares of Capital Stock represented by a Certificate until the applicable holder of such Capital Stock has surrendered such Certificate (or an affidavit of loss in lieu thereof) to the Exchange Agent. (ivc) If any Per Share portion of the Merger Consideration is to be issued paid to a person Person other than the holder of Capital Stock Person in whose name the surrendered Certificate or the transferred shares of Capital Stock in book-entry form is registered, it shall be a condition to the issuance of the applicable portion of such Per Share Merger Consideration that, in addition to any other requirements set forth in the Exchange Agent Agreement, payment that (Ai) either such Certificate shall be properly endorsed or shall otherwise be in proper form for transfer or such share of Capital Stock in book-entry form shall be properly transferred and (Bii) the person Person requesting such consideration payment shall pay to the Exchange Agent Parent any transfer or similar Transfer Taxes required as a result of such consideration being issued payment to a person Person other than the registered holder of such Certificate or share of Capital Stock in book-entry form or establish to the reasonable satisfaction of the Exchange Agent Parent that such transfer or similar Transfer Taxes have been paid or are is not payable. (d) Parent shall not be liable to any Company Stockholder for any amounts paid to a public official pursuant to applicable abandoned property, escheat or similar Laws. Any amounts remaining unclaimed by Company Stockholders two years after the Effective Time (or such earlier date, immediately prior to such time when the amounts would otherwise escheat to or become property of any Governmental Entity) shall become, to the extent permitted by applicable Law, part of the Escrowed Assets. (e) No dividends or other distributions with respect to Parent Common Stock constituting part of the Merger Consideration shall be paid to the holder of any Certificates not surrendered until such Certificates are surrendered as provided in this Section 3.9. Following such surrender, there shall be paid, without interest, to the Person in whose name the shares of Parent Common Stock have been registered, at the time of such surrender or transfer the amount of all dividends or other distributions, if any, with a record date after the Effective Time previously paid or payable on the date of such surrender with respect to such shares of Parent Common Stock; provided, however, that all dividends and distributions with respect to the Escrowed Shares shall be held by the Escrow Agent together with the associated Escrowed Shares as part of the Escrowed Assets.

Exchange Procedures. (ia) On the Closing Date and prior to the Effective Time, Parent shall deposit, or shall cause to be deposited, with the Exchange Agent, for the benefit of the holders of Company Common Stock, for exchange in accordance with this Article 3, the number of shares of Parent Common Stock sufficient to deliver the aggregate Per Share Merger Consideration payable pursuant to this Agreement Within two (such shares of Parent Common Stock being hereinafter referred to as the “Exchange Fund”). (ii2) Parent shall cause the Exchange Agent, pursuant to irrevocable instructions, to pay such Per Share Merger Consideration out of the Exchange Fund in accordance with the Merger Payment Schedule and the other applicable provisions contained in this Agreement. The Exchange Fund shall not be used for any other purpose. (iii) If the Merger Payment Schedule is delivered to the Exchange Agent in accordance with Section 3.2(i) on or prior to the date that is (A) at least two Business Days prior to the Closing Date, then Parent and the Company shall take reasonable steps to cause the applicable Per Share Merger Consideration to be issued to the applicable holder of Capital Stock in book-entry form as soon as reasonably practicable, but in no event more than two Business Days, days following the Closing Date, Unified shall mail or cause to be mailed to holders of record of certificates representing shares of Seller Common Stock (Bthe "Certificates"), as identified on the Seller Shareholder List, as provided pursuant to Section 1.11 hereof, letters advising them of the effectiveness of the Merger and instructing them to tender such Certificates to Unified, or in lieu thereof, such evidence of lost, stolen or mutilated Certificates and such surety bond or other security as Unified may reasonably require (the "Required Documentation"). (b) less than two Business Days prior Subject to Section 1.11, after the Effective Time, each previous holder of a Certificate that surrenders such Certificate or in lieu thereof, the Required Documentation, to Unified, with a properly completed and executed letter of transmittal with respect to such Certificate, will be entitled to a certificate or certificates representing the Merger Consideration. (c) Each outstanding Certificate, until duly surrendered to Unified, shall be deemed to evidence ownership of the Merger Consideration into which the stock previously represented by such Certificate shall have been converted pursuant to this Agreement. (d) After the Effective Time, holders of Certificates shall cease to have rights with respect to the Closing Datestock previously represented by such Certificates, then Parent and their sole rights shall be to exchange such Certificates for the Company Merger Consideration issuable in the Merger. After the closing of the transfer books as described in Section 1.11 hereof, there shall take all necessary actions be no further transfer on the records of Seller of Certificates, and if such Certificates are presented to cause Seller for transfer, they shall be cancelled against delivery of the applicable Per Share Merger Consideration. Neither Buyer nor the Surviving Corporation shall be obligated to deliver the Merger Consideration to be issued to the applicable which any former holder of Capital Seller Common Stock in book-entry form within two Business Days after such delivery; provided that the Per Share Merger Consideration shall not be issued with respect to shares of Capital Stock represented by a Certificate until the applicable holder of such Capital Stock has surrendered such Certificate (or an affidavit of loss in lieu thereof) to the Exchange Agent. (iv) If any Per Share Merger Consideration is to be issued to a person other than the holder of Capital Stock in whose name the surrendered Certificate or the transferred shares of Capital Stock in book-entry form is registered, it shall be a condition to the issuance of the applicable portion of such Per Share Merger Consideration that, in addition to any other requirements set forth in the Exchange Agent Agreement, (A) either such Certificate shall be properly endorsed or shall otherwise be in proper form for transfer or such share of Capital Stock in book-entry form shall be properly transferred and (B) the person requesting such consideration pay to the Exchange Agent any transfer or similar Taxes required entitled as a result of the Merger until such consideration being issued holder surrenders the Certificates or furnishes the Required Documentation as provided herein. No dividends or distributions declared after the Effective Time on the Unified Common Stock will be remitted to any person until such person surrenders the Certificate representing the right to receive such Unified Common Stock or furnishes the Required Documentation, at which time such dividends or declarations shall be remitted to such person, without interest and less any taxes that may have been imposed thereon. Certificates surrendered for exchange by an affiliate shall not be exchanged until Unified has received a written agreement from such affiliate as required pursuant to Section 5.06 hereof. Neither Unified nor any party to this Agreement nor any affiliate thereof shall be liable to any holder of stock represented by any Certificate for any Merger Consideration issuable in the Merger that is paid to a person other than the registered holder of such Certificate or share of Capital Stock in book-entry form or establish public official pursuant to the satisfaction of the Exchange Agent that such transfer applicable abandoned property, escheat or similar Taxes have been paid or are not payablelaws.

Exchange Procedures. Promptly following the Effective Time (but in no event later than three (3) Business Days following the Effective Time), Parent shall instruct the Paying Agent to mail to each holder of record of a certificate or certificates which immediately prior to the Effective Time represented outstanding shares of Company Common Stock (the “Certificates”) and whose shares of Company Common Stock have been converted into the right to receive Merger Consideration pursuant to Section 3.1 (i) On a letter of transmittal in customary form (which shall specify that delivery shall be effected, and risk of loss and title to the Closing Date Certificates shall pass, only upon proper delivery of the Certificates to the Paying Agent and shall be subject to the consent of the Company prior to the Effective Time, Parent shall deposit, or shall cause such consent not to be deposited, with unreasonably withheld or delayed) and (ii) instructions for use in effecting the Exchange Agent, surrender of the Certificates in exchange for the benefit Merger Consideration. Upon surrender of a Certificate for cancellation to the Paying Agent together with such letter of transmittal, properly completed and duly executed, and such other documents as may be reasonably required pursuant to such instructions (or, if such shares are held in book-entry or other uncertificated form, upon the entry through a book-entry transfer agent of the holders surrender of such shares on a book-entry account statement (it being understood that any references herein to “Certificates” shall be deemed to include references to book-entry account statements relating to the ownership of shares of Company Common Stock, for exchange in accordance with this Article 3)), the number holder of such Certificate shall be entitled to receive in exchange therefor the Merger Consideration which such holder has the right to receive in respect of the shares of Company Common Stock formerly represented by such Certificate, and the Certificate so surrendered shall forthwith be canceled. No interest will be paid or accrued on any Merger Consideration payable to holders of Certificates. In the event of a transfer of ownership of shares of Parent Company Common Stock sufficient to deliver which is not registered in the aggregate Per Share transfer records of the Company, the Merger Consideration payable pursuant to this Agreement (such shares of Parent Common Stock being hereinafter referred to as the “Exchange Fund”). (ii) Parent shall cause the Exchange Agent, pursuant to irrevocable instructions, to pay such Per Share Merger Consideration out of the Exchange Fund in accordance with the Merger Payment Schedule and the other applicable provisions contained in this Agreement. The Exchange Fund shall not be used for any other purpose. (iii) If the Merger Payment Schedule is delivered to the Exchange Agent in accordance with Section 3.2(i) on or prior to the date that is (A) at least two Business Days prior to the Closing Date, then Parent and the Company shall take reasonable steps to cause the applicable Per Share Merger Consideration to be issued to the applicable holder of Capital Stock in book-entry form as soon as reasonably practicable, but in no event more than two Business Days, following the Closing Date, or (B) less than two Business Days prior to the Closing Date, then Parent and the Company shall take all necessary actions to cause the applicable Per Share Merger Consideration to be issued to the applicable holder of Capital Stock in book-entry form within two Business Days after such delivery; provided that the Per Share Merger Consideration shall not be issued with respect to shares of Capital Stock represented by a Certificate until the applicable holder of such Capital Stock has surrendered such Certificate (or an affidavit of loss in lieu thereof) to the Exchange Agent. (iv) If any Per Share Merger Consideration is to may be issued to a person other than transferee if the holder of Capital Stock in whose name the surrendered Certificate or the transferred representing such shares of Capital Company Common Stock in book-entry form is registered, it shall be a condition presented to the issuance of the Paying Agent, accompanied by all documents required to evidence and effect such transfer and by evidence that any applicable portion of such Per Share Merger Consideration thatstock transfer Taxes have been paid. Until surrendered as contemplated by this Section 3.2, in addition to any other requirements set forth in the Exchange Agent Agreement, (A) either such each Certificate shall be properly endorsed deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration or shall otherwise the right to demand to be in proper form for transfer or such share of Capital Stock in book-entry form shall be properly transferred and (B) paid the person requesting such consideration pay to the Exchange Agent any transfer or similar Taxes required as a result of such consideration being issued to a person other than the registered holder of such Certificate or share of Capital Stock in book-entry form or establish to the satisfaction “fair value” of the Exchange Agent that such transfer or similar Taxes have been paid or are not payableshares represented thereby as contemplated by Section 3.3.

Exchange Procedures. (ia) On the Closing Date and prior to the Effective Time, Parent shall deposit, or shall cause to be deposited, with the Exchange Agent, for the benefit of the holders of Company Common Stock, for exchange in accordance with this Article 3, the number of shares of Parent Common Stock sufficient to deliver the aggregate Per Share Merger Consideration payable pursuant to this Agreement (such shares of Parent Common Stock being hereinafter referred to as the “Exchange Fund”). (ii) Parent shall cause the Exchange Agent, pursuant to irrevocable instructions, to pay such Per Share Merger Consideration out of the Exchange Fund in accordance with the Merger Payment Schedule and the other applicable provisions contained in this Agreement. The Exchange Fund shall not be used for any other purpose. (iii) If the Merger Payment Schedule is delivered to the Exchange Agent in accordance with Section 3.2(i) on At or prior to the date that is Closing, the Company will cause each (Ai) at least two Business Days prior Stockholder, Warrantholder, Non-Employee Optionholder or Non-Employee Carve-Out Participant to deliver each properly completed and duly executed Letter of Transmittal and surrendered certificate(s) (if any), Warrant Cancellation Letter, Option Cancellation Letter or Carve-Out Unit Letter, and any other documents reasonably requested by the Paying Agent in the Letter of Transmittal, Warrant Cancellation Letter, Option Cancellation Letter or Carve-Out Unit Letter, as applicable, to the Closing DateCompany (or Surviving Company, then Parent as applicable), (ii) each Optionholder and the Company shall take reasonable steps each Carve-Out Participant to cause deliver each properly completed and duly executed Option Cancellation Letter or Carve-Out Unit Letter, as applicable, (iii) and will promptly upon delivery thereof receive in exchange therefor the applicable Per Share Merger Consideration to be issued as provided in Section 2.1, allocated pursuant to the applicable holder of Capital Stock in book-entry form as soon as reasonably practicableAllocation Schedule; provided, but in no event more than two Business Dayshowever, following the Closing Date, or (B) less than two Business Days prior to the Closing Date, then Parent and the Company shall take all necessary actions to cause the applicable Per Share Merger Consideration to be issued to the applicable holder of Capital Stock in book-entry form within two Business Days after such delivery; provided that the Per Share Merger Consideration delivery by any such Equityholder of any such documents shall not be issued with respect to shares of Capital Stock represented by a Certificate until the applicable holder of such Capital Stock has surrendered such Certificate (or an affidavit of loss in lieu thereof) to the Exchange Agent. (iv) If any Per Share Merger Consideration is to be issued to a person other than the holder of Capital Stock in whose name the surrendered Certificate or the transferred shares of Capital Stock in book-entry form is registered, it shall be a condition to the issuance of the applicable portion of such Per Share Merger Consideration that, Closing. The surrendered certificate(s) will be duly endorsed in addition to any other requirements set forth in the Exchange Agent Agreement, (A) either such Certificate shall be properly endorsed or shall otherwise be in proper form blank for transfer or such share of accompanied by separate stock powers duly executed in blank, and upon surrender will be cancelled. (b) If any certificate representing Company Capital Stock shall have been lost, stolen or destroyed, Parent or Paying Agent may require the making of an affidavit of that fact by the Stockholder claiming such certificate to be lost, stolen or destroyed, which affidavit shall include an indemnification obligation by the applicable Stockholder against any claim that may be made against Parent, Merger Sub, the Company or the Surviving Company with respect to such certificate. (c) Payment of any cash portion of the Merger Consideration will be made by wire transfer of immediately available funds to the accounts designated on the Allocation Schedule or, with respect to the Optionholders and Carve-Out Participants, via the Surviving Company’s payroll (excluding Vested Options and Carve-Out Units granted in respect of non-employee services, which need not be paid through such payroll system). Parent or HoldCo, as applicable, will cause its transfer agent to effect the delivery of the Stock Consideration either by issuing and delivering to each Stockholder or Warrantholder a certificate or book-entry form shall be properly transferred and (B) the person requesting such consideration pay to the Exchange Agent any transfer or similar Taxes required as a result of such consideration being issued to a person other than the registered holder of such Certificate or share of Capital Stock in book-entry form or establish to the satisfaction statement representing its Pro Rata Portion of the Exchange Agent that such transfer or similar Taxes have been paid or are not payableStock Consideration.

Exchange Procedures. (i) On Promptly after the Closing Date and Effective Time, Parent shall cause the Exchange Agent to mail or deliver to each person who was, immediately prior to the Effective Time, Parent a holder of record of Company Common Shares, a form (mutually agreed upon by the Company and Parent) of letter of transmittal (which shall depositspecify that delivery shall be effected, or and risk of loss and title to the certificates shall cause pass, only upon delivery of the certificates to be deposited, with the Exchange Agent, ) containing instructions for use in effecting the benefit of the holders surrender of Company Share Certificates in exchange for Parent Stock Certificates and any payments pursuant to this Article II. Upon surrender to the Exchange Agent of a Company Share Certificate for cancellation together with such letter of transmittal, duly executed and completed in accordance with the instructions thereto, the holder of such Company Share Certificate shall be entitled to receive in exchange therefor a Parent Stock Certificate representing the shares of Parent Common Stock, for exchange and a check in the amount, if any, to which such holder is entitled pursuant to this Article II, and the Company Share Certificate so surrendered shall forthwith be canceled. No interest will be paid or will accrue on any amount payable upon surrender of Company Share Certificates. (a) No dividends or other distributions declared with respect to Parent Common Stock shall be paid to the holder of any unsurrendered Company Share Certificate until the holder thereof shall surrender such Company Share Certificate in accordance with this Article 3II. After the surrender of a Company Share Certificate in accordance with this Article II, the number of record holder thereof shall be entitled to receive any such dividends or other distributions, without any interest thereon, that theretofore had become payable with respect to shares of Parent Common Stock sufficient to deliver the aggregate Per represented by such Company Share Merger Consideration payable pursuant to this Agreement (such shares of Parent Common Stock being hereinafter referred to as the “Exchange Fund”)Certificate. (iib) Parent After the Effective Time, there shall cause be no transfers on the Exchange Agent, pursuant to irrevocable instructions, to pay such Per Share Merger Consideration out stock transfer books of the Exchange Fund in accordance with Company of Company Common Shares that were issued and outstanding immediately prior to the Merger Payment Schedule and the other applicable provisions contained in this Agreement. The Exchange Fund shall not be used for any other purposeEffective Time. (iii) If the Merger Payment Schedule is delivered to the Exchange Agent in accordance with Section 3.2(i) on or prior to the date that is (A) at least two Business Days prior to the Closing Date, then Parent and the Company shall take reasonable steps to cause the applicable Per Share Merger Consideration to be issued to the applicable holder of Capital Stock in book-entry form as soon as reasonably practicable, but in no event more than two Business Days, following the Closing Date, or (B) less than two Business Days prior to the Closing Date, then Parent and the Company shall take all necessary actions to cause the applicable Per Share Merger Consideration to be issued to the applicable holder of Capital Stock in book-entry form within two Business Days after such delivery; provided that the Per Share Merger Consideration shall not be issued with respect to shares of Capital Stock represented by a Certificate until the applicable holder of such Capital Stock has surrendered such Certificate (or an affidavit of loss in lieu thereof) to the Exchange Agent. (ivc) If any Per Share Merger Consideration Parent Stock Certificate or cash payment is to be issued to or made in a person name other than that in which the holder of Capital Stock Company Certificate surrendered in whose name the surrendered Certificate or the transferred shares of Capital Stock in book-entry form exchange therefor is registered, it shall be a condition to the issuance of the applicable portion of such Per exchange that the Company Share Merger Consideration that, in addition to any other requirements set forth in the Exchange Agent Agreement, (A) either such Certificate so surrendered shall be properly endorsed (or shall accompanied by an appropriate instrument of transfer) and otherwise be in proper form for transfer or such share of Capital Stock in book-entry form shall be properly transferred transfer, and (B) that the person requesting such consideration exchange shall pay to the Exchange Agent in advance any transfer or similar Taxes other taxes required as a result by reason of the issuance of such consideration being issued to Parent Stock Certificate or the making of such cash payment in a person name other than that of the registered holder of such the Company Share Certificate surrendered, or share of Capital Stock in book-entry form or shall establish to the satisfaction of the Exchange Agent Parent that any such transfer or similar Taxes taxes have been paid or are not payableapplicable. (d) Notwithstanding anything to the contrary contained herein, no certificates or scrip representing fractional shares of Parent Common Stock shall be issued upon the surrender for exchange of Certificates, no dividend or distribution with respect to Parent Common Stock shall be payable on or with respect to any fractional share, and such fractional share interests shall not entitle the owner thereof to vote or to any other rights of a shareholder of Parent. (e) In the event any Company Share Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming such Company Share Certificate to be lost, stolen or destroyed and, if reasonably required by Parent, the posting by such person of a bond in such amount as Parent may determine is reasonably necessary as indemnity against any claim that may be made against it with respect to such Company Share Certificate, the Exchange Agent will issue in exchange for such lost, stolen or destroyed Company Share Certificate the shares of Parent Common Stock and any cash in lieu of fractional shares deliverable in respect thereof pursuant to this Agreement. (f) Upon giving effect to the conversion and exchange described in Section 1.4, the resulting number of shares of Parent Common Stock of each registered holder of Company Common Shares shall be rounded down to the nearest whole number and each such registered holder shall be entitled to receive from Parent in lieu of any fractional share of Parent Common Stock prior to such rounding down an amount in cash (without interest) equal to the product obtained by multiplying (a) the fraction of a share of Parent Common Stock to which such holder would otherwise be entitled and (b) the average of the closing price per share of Parent Common Stock for the ten trading days most recently preceding the Closing Date as reported on the NYSE Composite Transactions reporting system. Notwithstanding the foregoing, fractional shares of Parent Common Stock that would be issued into the ESOP prior to the Effective Time shall be issued within such plan as a fractional share of Parent Common Stock at the Effective Time.

Exchange Procedures. (i) On the Closing Date and prior to Promptly after the Effective Time, Parent shall deposit, or Flag shall cause the exchange agent selected by Flag (the “Exchange Agent”) to mail to the former shareholders of FCB appropriate transmittal materials (which shall specify that delivery shall be depositedeffected, with and risk of loss and title to the certificates theretofore representing shares of FCB Common Stock shall pass, only upon proper delivery of such certificates to the Exchange Agent, ) for the benefit exchange of the holders of Company FCB Common Stockstock certificates. After the Effective Time, for exchange in accordance with this Article 3, the number each holder of shares of Parent FCB Common Stock sufficient (other than shares to deliver the aggregate Per Share Merger Consideration payable be canceled pursuant to Section 3.3 of this Agreement (or as to which dissenters’ rights of appraisal have been perfected as provided in Section 3.4 of this Agreement) issued and outstanding at the Effective Time shall surrender the certificate or certificates representing such shares of Parent Common Stock being hereinafter referred to as the “Exchange Fund”). (ii) Parent shall cause the Exchange Agent, pursuant to irrevocable instructions, to pay such Per Share Merger Consideration out of the Exchange Fund in accordance with the Merger Payment Schedule and the other applicable provisions contained in this Agreement. The Exchange Fund shall not be used for any other purpose. (iii) If the Merger Payment Schedule is delivered to the Exchange Agent and shall promptly upon surrender thereof receive in accordance exchange therefor the consideration provided in Section 3.1 of this Agreement, together with all undelivered dividends or distributions in respect of such shares (without interest thereon) pursuant to Section 3.2(i) on or prior to 4.2 of this Agreement. To the date that is (A) at least two Business Days prior to the Closing Dateextent required by Section 3.5 of this Agreement, then Parent and the Company shall take reasonable steps to cause the applicable Per Share Merger Consideration to be issued to the applicable each holder of Capital Stock in book-entry form as soon as reasonably practicable, but in no event more than two Business Days, following the Closing Date, or (B) less than two Business Days prior to the Closing Date, then Parent and the Company shall take all necessary actions to cause the applicable Per Share Merger Consideration to be issued to the applicable holder of Capital Stock in book-entry form within two Business Days after such delivery; provided that the Per Share Merger Consideration shall not be issued with respect to shares of Capital FCB Common Stock represented by a Certificate until issued and outstanding at the applicable holder Effective Time also shall receive, upon surrender of the certificate or certificates representing such Capital Stock has surrendered such Certificate (or an affidavit of loss shares, cash in lieu thereof) of any fractional share of Flag Common Stock to the Exchange Agent. which such holder may be otherwise entitled (iv) If any Per Share Merger Consideration is to be issued to a person other than the holder of Capital Stock in whose name the surrendered Certificate or the transferred shares of Capital Stock in book-entry form is registered, it shall be a condition to the issuance of the applicable portion of such Per Share Merger Consideration that, in addition to any other requirements set forth in without interest). Neither Flag nor the Exchange Agent Agreement, (A) either such Certificate shall be properly endorsed or shall otherwise be in proper form for transfer or such share obligated to deliver the consideration to which any former holder of Capital FCB Common Stock in book-entry form shall be properly transferred and (B) the person requesting such consideration pay to the Exchange Agent any transfer or similar Taxes required is entitled as a result of the Merger until such consideration being issued to a person other than holder surrenders his or her certificate or certificates representing the registered holder shares of FCB Common Stock for exchange as provided in this Section 4.1 or appropriate affidavits or indemnity agreements in the event such Certificate share certificates have been lost, mutilated or share destroyed. The certificate or certificates of Capital FCB Common Stock in book-entry form so surrendered shall be duly endorsed as either Flag or establish to the satisfaction of the Exchange Agent that such transfer or similar Taxes have been may require. Any other provision of this Agreement notwithstanding, neither Flag nor the Exchange Agent shall be liable to a holder of FCB Common Stock for any amounts paid or are not payableproperty delivered in good faith to a public official pursuant to any applicable abandoned property, escheat or other Law.

Exchange Procedures. (ia) On the Closing Date and prior to the Effective Time, Parent shall deposit, or shall cause to be deposited, with the Exchange Agent, for the benefit of the holders of Company Common Stock, for exchange in accordance with this Article 3, the number of shares of Parent Common Stock sufficient to deliver the aggregate Per Share Merger Consideration payable pursuant to this Agreement No later than fifteen (such shares of Parent Common Stock being hereinafter referred to as the “Exchange Fund”). (ii15) Parent shall cause the Exchange Agent, pursuant to irrevocable instructions, to pay such Per Share Merger Consideration out of the Exchange Fund in accordance with the Merger Payment Schedule and the other applicable provisions contained in this Agreement. The Exchange Fund shall not be used for any other purpose. (iii) If the Merger Payment Schedule is delivered to the Exchange Agent in accordance with Section 3.2(i) on or prior to the date that is (A) at least two Business Days prior to the Closing Date, then the Parent shall enter into a customary exchange agreement with the transfer agent of the Parent (the “Transfer Agent”), the transfer agent of the Company, or another nationally recognized financial institution or trust company designated by the Parent and reasonably acceptable to the Company shall take reasonable steps (the “Exchange Agent”) appointing such Exchange Agent to cause act as the applicable Per Share agent for the purpose of paying the Merger Consideration for the Certificates and the Book-Entry Shares. At or substantially concurrently with the Merger Effective Time, the Parent shall deposit or cause to be deposited with the Exchange Agent certificates representing the shares of Parent Common Stock to be issued pursuant to the applicable holder Section 3.1(b) as Merger Consideration (or make appropriate alternative arrangements if uncertificated shares of Capital Parent Common Stock in represented by book-entry form as shares will be issued). (b) As soon as reasonably practicable, but in no event more later than two five (5) Business Days, following after the Closing DateMerger Effective Time, the Parent shall send, or (B) less than two Business Days shall cause the Exchange Agent to send, to each record holder of shares of Company Common Stock as of immediately prior to the Closing DateMerger Effective Time (other than the holders of Dissenting Shares) whose Company Common Stock was converted pursuant to Section 3.1(b) into the right to receive his, then her, or its applicable portion of the Merger Consideration, a letter of transmittal and instructions (which shall specify that the delivery shall be effected, and risk of loss and title shall pass, only upon proper delivery of the Certificates or transfer of the Book-Entry Shares to the Exchange Agent, and which letter of transmittal will be in customary form and have such other provisions as Parent and the Company shall take all necessary actions to cause the applicable Per Share Merger Consideration to be issued to the applicable Surviving Entity may reasonably specify) for use in such exchange. Each holder of Capital shares of Company Common Stock in book-entry form within two Business Days after such delivery; provided that have been converted into the Per Share right to receive the Merger Consideration shall not be issued with respect entitled to receive the Merger Consideration into which such shares of Capital Company Common Stock have been converted pursuant to Section 3.1(b) in respect of the Company Common Stock represented by a Certificate until the applicable holder of such Capital Stock has surrendered such Certificate or Book-Entry Share upon: (or an affidavit of loss in lieu thereofi) surrender to the Exchange Agent of a Certificate; or (ii) receipt of an “agent’s message” by the Exchange Agent (or such other evidence, if any, of transfer as the Exchange Agent may reasonably request) in the case of Book-Entry Shares; in each case, together with a duly completed and validly executed letter of transmittal and such other documents as may reasonably be requested by the Exchange Agent. No interest shall be paid or accrued upon the surrender or transfer of any Certificate or Book-Entry Share. Upon payment of the Merger Consideration pursuant to the provisions of this Article III, each Certificate or Certificates or Book-Entry Share or Book-Entry Shares so surrendered or transferred, as the case may be, shall immediately be canceled. (ivc) If any Per Share portion of the Merger Consideration is to be issued paid to a person Person other than the holder of Capital Stock Person in whose name the surrendered Certificate or the transferred shares of Capital Stock in bookBook-entry form Entry Share, as applicable, is registered, it shall be a condition to the issuance of the applicable portion of such Per Share Merger Consideration payment that, in addition to any other requirements set forth in the Exchange Agent Agreement, : (Ai) either such Certificate shall be properly endorsed or shall otherwise be in proper form for transfer or such share of Capital Stock in bookBook-entry form Entry Share shall be properly transferred transferred; and (Bii) the person Person requesting such consideration payment shall pay to the Exchange Agent any transfer or similar Taxes other Tax required as a result of such consideration being issued payment to a person Person other than the registered holder of such Certificate or share of Capital Stock in bookBook-entry form Entry Share, as applicable, or establish to the reasonable satisfaction of the Exchange Agent that such Tax has been paid or is not payable. (d) All Merger Consideration paid upon the surrender of Certificates or transfer or similar Taxes of Book-Entry Shares in accordance with the terms hereof shall be deemed to have been paid in full satisfaction of all rights pertaining to the shares of Company Common Stock formerly represented by such Certificate or Book-Entry Shares, and from and after the Merger Effective Time, there shall be no further registration of transfers of shares of Company Common Stock on the stock transfer books of the Merger Surviving Entity. If, after the Merger Effective Time, Certificates or Book-Entry Shares are not payablepresented to the Merger Surviving Entity, they shall be canceled and exchanged as provided in this Article III.

Exchange Procedures. (ia) On As promptly as practicable after the Closing Date and Effective Time, but in no event later than ten (10) days thereafter, Parent shall cause the Exchange Agent to mail to each person who was, immediately prior to the Effective Time, a holder of record of one or more Old Certificates representing shares of Company Common Stock that have been converted at the Effective Time into the right to receive the Merger Consideration pursuant to Article I, a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Old Certificates shall pass, only upon proper delivery of the Old Certificates to the Exchange Agent) and instructions for use in effecting the surrender of the Old Certificates in exchange for the consideration for certificates representing the number of whole Parent Common Shares, any cash in lieu of fractional shares and the cash portion of the Merger Consideration which shares of Company Common Stock represented by such Old Certificate or Old Certificates shall deposithave been converted into the right to receive pursuant to this Agreement, as well as any dividends or shall cause distributions to be depositedpaid pursuant to Section 2.2(b). From and after the Effective Time, with upon proper surrender of an Old Certificate or Old Certificates for exchange and cancellation to the Exchange Agent, for together with such properly completed letter of transmittal duly executed, the benefit holder of the holders such Old Certificate or Old Certificates shall be entitled to receive in exchange therefor, as applicable, (i) a New Certificate representing that number of whole Parent Common Shares to which such holder of Company Common StockStock shall have become entitled pursuant to the provisions of Article I and (ii) a check representing the amount of (A) the cash portion of the Merger Consideration which such holder has the right to receive in respect of the Old Certificate or Old Certificates surrendered pursuant to the provisions of this Article II, for exchange (B) any cash in lieu of fractional shares which such holder has the right to receive in respect of the Old Certificate or Old Certificates surrendered pursuant to the provisions of this Article II and (C) any dividends or distributions which the holder thereof has the right to receive pursuant to this Section 2.2, and the Old Certificate or Old Certificates so surrendered shall forthwith be cancelled. No interest will be paid or accrued with respect to any property to be delivered upon surrender of Old Certificates. Until surrendered as contemplated by this Section 2.2, each Old Certificate shall be deemed at any time after the Effective Time to represent only the right to receive, upon surrender, the Merger Consideration and any cash in lieu of fractional shares or in respect of dividends or distributions as contemplated by this Section 2.2. (b) No dividends or other distributions declared with respect to Parent Common Shares shall be paid to the holder of any unsurrendered Old Certificate until the holder thereof shall surrender such Old Certificate in accordance with this Article 3II. After the surrender of an Old Certificate in accordance with this Article II, the number of record holder thereof shall be entitled to receive any such dividends or other distributions, without any interest thereon, which theretofore had become payable after the Effective Time with respect to the whole Parent Common Shares which the shares of Parent Company Common Stock sufficient represented by such Old Certificate have been converted into the right to deliver the aggregate Per Share Merger Consideration payable pursuant to this Agreement (such shares of Parent Common Stock being hereinafter referred to as the “Exchange Fund”)receive. (ii) Parent shall cause the Exchange Agent, pursuant to irrevocable instructions, to pay such Per Share Merger Consideration out of the Exchange Fund in accordance with the Merger Payment Schedule and the other applicable provisions contained in this Agreement. The Exchange Fund shall not be used for any other purpose. (iii) If the Merger Payment Schedule is delivered to the Exchange Agent in accordance with Section 3.2(i) on or prior to the date that is (A) at least two Business Days prior to the Closing Date, then Parent and the Company shall take reasonable steps to cause the applicable Per Share Merger Consideration to be issued to the applicable holder of Capital Stock in book-entry form as soon as reasonably practicable, but in no event more than two Business Days, following the Closing Date, or (B) less than two Business Days prior to the Closing Date, then Parent and the Company shall take all necessary actions to cause the applicable Per Share Merger Consideration to be issued to the applicable holder of Capital Stock in book-entry form within two Business Days after such delivery; provided that the Per Share Merger Consideration shall not be issued with respect to shares of Capital Stock represented by a Certificate until the applicable holder of such Capital Stock has surrendered such Certificate (or an affidavit of loss in lieu thereof) to the Exchange Agent. (ivc) If any Per Share Merger Consideration New Certificate representing Parent Common Shares is to be issued to in a person name other than that in which the holder of Capital Stock in whose name the surrendered Old Certificate or the transferred shares of Capital Stock Old Certificates surrendered in book-entry form exchange therefor is or are registered, it shall be a condition to of the issuance of thereof that the applicable portion of such Per Share Merger Consideration that, in addition to any other requirements set forth in the Exchange Agent Agreement, (A) either such Old Certificate or Old Certificates so surrendered shall be properly endorsed (or shall accompanied by an appropriate instrument of transfer) and otherwise be in proper form for transfer or such share of Capital Stock in book-entry form shall be properly transferred transfer, and (B) that the person requesting such consideration exchange shall pay to the Exchange Agent in advance any transfer or other similar Taxes required as by reason of the issuance of a result of such consideration being issued to a person New Certificate representing Parent Common Shares in any name other than that of the registered holder of such the Old Certificate or share of Capital Stock in book-entry form Old Certificates surrendered, or required for any other reason, or shall establish to the satisfaction of the Exchange Agent that such transfer or similar Taxes have Tax has been paid or are is not payable. (d) After the Effective Time, there shall be no transfers on the stock transfer books of the Company of the shares of Company Common Stock that were issued and outstanding immediately prior to the Effective Time. (e) Notwithstanding anything to the contrary contained herein, no New Certificates or scrip representing fractional Parent Common Shares shall be issued upon the surrender for exchange of Old Certificates, no dividend or distribution with respect to Parent Common Shares shall be payable on or with respect to any fractional share, and such fractional share interests shall not entitle the owner thereof to vote or to any other rights of a shareholder of Parent. In lieu of the issuance of any such fractional share, Parent shall pay to each former shareholder of the Company who otherwise would be entitled to receive such fractional share an amount in cash (rounded to the nearest cent) determined by multiplying (i) the average of the closing price of the Parent Common Shares on the NYSE as reported by The Wall Street Journal for the five full trading days ending on the day preceding the Closing Date (the “Parent Share Closing Price”) by (ii) the fraction of a Parent Common Share (rounded to the nearest thousandth when expressed in decimal form) to which such holder would otherwise be entitled (after taking into account all shares of Company Common Stock owned by such holder as of immediately prior to the Effective Time). (f) Any portion of the Exchange Fund that remains unclaimed by the shareholders of the Company for one (1) year after the Effective Time shall be paid to the Surviving Corporation. Any former shareholders of the Company who have not theretofore exchanged their Old Certificates pursuant to this Article II shall thereafter look only to the Surviving Corporation for payment of the Merger Consideration, cash in lieu of any fractional shares and any unpaid dividends and distributions on the Parent Common Shares deliverable in respect of each former share of Company Common Stock such shareholders hold as determined pursuant to this Agreement, in each case, without any interest thereon. Notwithstanding the foregoing, none of Parent, the Company, the Surviving Corporation, the Exchange Agent or any other person shall be liable to any former holder of shares of Company Common Stock for any amount delivered in good faith to a public official pursuant to applicable abandoned property, escheat or similar laws. (g) Parent shall be entitled to deduct and withhold, or cause the Merger Sub or Exchange Agent to deduct and withhold, from the cash portion of the aggregate Merger Consideration, any cash in lieu of fractional Parent Common Shares, cash dividends or distributions payable pursuant to this Section 2.2 or any other cash amounts otherwise payable pursuant to this Agreement to any holder of Company Common Stock, such amounts as it is required to deduct and withhold with respect to the making of such payment under the Code or any provision of state, local or foreign Tax law. To the extent that amounts are so withheld by Parent, Merger Sub or the Exchange Agent, as the case may be, and paid over to the appropriate governmental authority, the withheld amounts shall be treated for all purposes of this Agreement as having been paid to the holder of Company Common Stock in respect of which the deduction and withholding was made by Parent, Merger Sub or the Exchange Agent, as the case may be. (h) In the event any Old Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming such Old Certificate to be lost, stolen or destroyed and, if required by Parent, the posting by such person of a bond in such amount as Parent may determine is reasonably necessary as indemnity against any claim that may be made against it with respect to such Old Certificate, the Exchange Agent will issue in exchange for such lost, stolen or destroyed Old Certificate the Merger Consideration and any cash in lieu of fractional shares and dividends or distributions deliverable in respect thereof pursuant to this Agreement.

Exchange Procedures. (ia) On the Closing Date and prior to As of the Effective Time, Parent Cephalon shall deposit, or shall cause to be deposited, with U.S. Bank National Association or, in the event U.S. Bank National Association is unwilling or unable to serve as the exchange agent, such other commercial bank or trust company of recognized standing reasonably acceptable to CIMA and Cephalon (in such capacity, the "Exchange Agent"), for the benefit of the holders of Company Common Stockthe CIMA Certificates, for exchange exchange, in accordance with this Article 3III, through the number of shares of Parent Common Stock sufficient to deliver Exchange Agent, cash representing the aggregate Per Share Merger Consideration payable to the holders of CIMA Certificates pursuant to this Agreement (such shares of Parent Common Stock being Section 3.01. Cash deposited with the Exchange Agent shall hereinafter be referred to as the “"Exchange Fund”). (ii) Parent shall cause the " The Exchange AgentAgent shall, pursuant to irrevocable instructions, to pay such Per Share Merger Consideration deliver out of the Exchange Fund in accordance with the Merger Payment Schedule and the other applicable provisions contained in Consideration contemplated to be paid for shares of CIMA Common Stock pursuant to this Agreement. The Exchange Fund shall not be used for any other purpose. (iiib) If Promptly after the Effective Time, Cephalon shall cause the Exchange Agent to mail to each holder of record of a CIMA Certificate: (1) a letter of transmittal which shall specify that delivery shall be effected, and risk of loss and title to the CIMA Certificates shall pass, only upon proper delivery of the CIMA Certificates to the Exchange Agent, and which letter shall be in customary form and have such other provisions as Cephalon may reasonably specify (such letter to be reasonably acceptable to CIMA prior to the Effective Time); and (2) instructions for effecting the surrender of the CIMA Certificates in exchange for the Merger Payment Schedule is delivered Consideration. Upon surrender of a CIMA Certificate to the Exchange Agent together with such letter of transmittal, duly executed and completed in accordance with Section 3.2(i) on or prior the instructions thereto, and such other documents as may reasonably be required by the Exchange Agent, the holder of such CIMA Certificate shall be entitled to receive in exchange therefor a check in the amount equal to the date cash that is (A) at least two Business Days prior such holder has the right to receive pursuant to the Closing Dateprovisions of this Article III. No interest will be paid or will accrue on any cash deliverable pursuant to this Article III. In the event of a transfer of ownership of CIMA Common Stock which is not registered in the transfer records of CIMA, then Parent and a check in the Company shall take reasonable steps to cause proper amount of cash representing the applicable Per Share Merger Consideration to be issued to the applicable holder of Capital Stock in book-entry form as soon as reasonably practicable, but in no event more than two Business Days, following the Closing Date, or (B) less than two Business Days prior to the Closing Date, then Parent and the Company shall take all necessary actions to cause the applicable Per Share Merger Consideration to be issued to the applicable holder of Capital Stock in book-entry form within two Business Days after such delivery; provided that the Per Share Merger Consideration shall not may be issued with respect to such CIMA Common Stock to such a transferee if the CIMA Certificates formerly representing such shares of Capital CIMA Common Stock represented by a Certificate until the applicable holder of such Capital Stock has surrendered such Certificate (or an affidavit of loss in lieu thereof) are presented to the Exchange Agent. (iv) If , accompanied by all documents required to evidence and effect such transfer and to evidence that any Per Share applicable stock transfer taxes have been paid. Until surrendered as contemplated by this Section 3.03(b), each CIMA Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration is to be issued to a person other than payable in respect of the holder shares of Capital CIMA Common Stock in whose name the surrendered formerly represented by such CIMA Certificate or the transferred right, if any, to receive payment from the Surviving Corporation of the "fair value" of such shares of Capital CIMA Common Stock as determined in book-entry form is registered, it shall be a condition to the issuance accordance with Section 262 of the applicable portion of such Per Share Merger Consideration that, in addition to any other requirements set forth in the Exchange Agent Agreement, (A) either such Certificate shall be properly endorsed or shall otherwise be in proper form for transfer or such share of Capital Stock in book-entry form shall be properly transferred and (B) the person requesting such consideration pay to the Exchange Agent any transfer or similar Taxes required as a result of such consideration being issued to a person other than the registered holder of such Certificate or share of Capital Stock in book-entry form or establish to the satisfaction of the Exchange Agent that such transfer or similar Taxes have been paid or are not payableDGCL.

Exchange Procedures. As promptly as practicable after the Effective Time (but in no event later than three (3) Business Days thereafter), DENTSPLY shall cause the Exchange Agent to mail to each holder of record of a Sirona Certificate or Sirona Book-Entry Share, in each case which shares were converted into the right to receive the Merger Consideration at the Effective Time pursuant to this Agreement: (i) On the Closing Date a letter of transmittal, which shall specify that delivery shall be effected, and prior risk of loss and title to the Effective TimeSirona Certificates shall pass, Parent shall deposit, or shall cause only upon delivery of the Sirona Certificates to be deposited, with the Exchange Agent, for and shall otherwise be in such form and have such other provisions as DENTSPLY, Sirona and the benefit of the holders of Company Common StockExchange Agent may reasonably specify, for exchange in accordance with this Article 3, the number of shares of Parent Common Stock sufficient to deliver the aggregate Per Share Merger Consideration payable pursuant to this Agreement (such shares of Parent Common Stock being hereinafter referred to as the “Exchange Fund”). and (ii) Parent shall cause instructions for effecting the Exchange Agent, pursuant to irrevocable instructions, to pay such Per Share Merger Consideration out surrender of the Exchange Fund Sirona Certificates or Sirona Book-Entry Shares in accordance with exchange for the Merger Payment Schedule Consideration, as applicable, and the other applicable provisions contained in this Agreementmethod of payment of such holder's Fractional Shares Cash Amount. The Exchange Fund shall not be used Upon surrender of Sirona Certificates and Sirona Book-Entry Shares for any other purpose. (iii) If the Merger Payment Schedule is delivered cancellation to the Exchange Agent or to such other agent or agents as may be appointed by Sirona and DENTSPLY, and upon delivery of a letter of transmittal, duly executed and in accordance proper form with Section 3.2(i) on or prior to the date that is (A) at least two Business Days prior to the Closing Dateall required enclosures and attachments, then Parent and the Company shall take reasonable steps to cause the applicable Per Share Merger Consideration to be issued to the applicable holder of Capital Stock in book-entry form as soon as reasonably practicable, but in no event more than two Business Days, following the Closing Date, or (B) less than two Business Days prior to the Closing Date, then Parent and the Company shall take all necessary actions to cause the applicable Per Share Merger Consideration to be issued to the applicable holder of Capital Stock in book-entry form within two Business Days after such delivery; provided that the Per Share Merger Consideration shall not be issued with respect to shares of Capital Stock represented by a Certificate until such Sirona Certificates or Sirona Book-Entry Shares, the applicable holder of such Capital Sirona Certificates or Sirona Book-Entry Shares shall be entitled to receive the whole shares of DENTSPLY Common Stock has that such holder is entitled to receive pursuant to Section 2.1 and, if applicable, the Fractional Shares Cash Amount for each share of Sirona Common Stock formerly represented by such Sirona Certificates and for each Sirona Book-Entry Share. Any Sirona Certificates and Sirona Book-Entry Shares so surrendered such Certificate (or an affidavit shall forthwith be cancelled. If payment of loss in lieu thereof) to the Exchange Agent. (iv) If any Per Share Merger Consideration is to be issued made to a person Person other than the holder of Capital Stock Person in whose name the any surrendered Sirona Certificate or the transferred shares of Capital Stock in book-entry form is registered, it shall be a condition precedent to payment that the issuance of the applicable portion of such Per Share Merger Consideration that, in addition to any other requirements set forth in the Exchange Agent Agreement, (A) either such Sirona Certificate so surrendered shall be properly endorsed or shall be otherwise be in proper form for transfer or such share of Capital Stock in book-entry form shall be properly transferred transfer, and (B) the person Person requesting such consideration pay to the Exchange Agent payment shall have paid any transfer or and other similar Taxes required by reason of the delivery of the Merger Consideration, as a result of such consideration being issued applicable, to a person Person other than the registered holder of such the Sirona Certificate or share of Capital Stock in book-entry form or establish so surrendered and shall have established to the satisfaction of the Exchange Agent Sirona that such transfer or similar Taxes either have been paid or are not payablerequired to be paid. Delivery of the Merger Consideration with respect to Sirona Book-Entry Shares shall only be made to the Person in whose name such Sirona Book-Entry Shares are registered. Until surrendered as contemplated hereby, each Sirona Certificate or Sirona Book-Entry Share shall be deemed at any time after the Effective Time to represent only the right to receive the Merger Consideration as provided in this Agreement.

Exchange Procedures. (i) On the Closing Date and prior to Within five Business Days following the Effective Time, Parent shall depositcause the Paying Agent to mail to each holder of record of a certificate or certificates that immediately prior to the Effective Time represented outstanding Cash Merger Shares (collectively, or shall cause to be depositedthe “Certificates”), with the Exchange Agent, for the benefit of the holders whose shares of Company Common Stock, for exchange in accordance with this Article 3, the number of shares of Parent Common Stock sufficient to deliver the aggregate Per Share Merger Consideration payable were converted pursuant to this Agreement Section 3.1(c) into the right to receive the Cash Merger Consideration, (such shares A) a letter of Parent Common Stock being hereinafter referred transmittal (which shall specify that delivery shall be effected, and risk of loss and title to as the “Exchange Fund”Certificates shall pass, only upon actual delivery of the Certificates to the Paying Agent, and shall otherwise be in customary form), and (B) instructions for use in effecting the surrender of the Certificates in exchange for payment of the Cash Merger Consideration. (ii) Parent shall cause Upon surrender of a Certificate for cancellation to the Exchange AgentPaying Agent or to such other agent or agents as may be appointed by the Surviving Corporation, pursuant to irrevocable instructionstogether with such letter of transmittal, to pay such Per Share Merger Consideration out of the Exchange Fund duly executed and completed in accordance with the instructions thereon, together with any other items specified by the letter of transmittal or otherwise reasonably required by the Paying Agent, the holder of such Certificate shall be entitled to receive in exchange therefor the Cash Merger Payment Schedule Consideration for each Cash Merger Share represented by such Certificate, and the other applicable provisions contained Certificate so surrendered shall forthwith be cancelled. Until so surrendered, each Certificate shall be deemed, for all purposes, to evidence only the right to receive upon such surrender the Cash Merger Consideration deliverable in respect thereof to which the holder thereof is entitled pursuant to Section 3.1(c) and this AgreementSection 3.2. The Exchange Fund shall not No interest will be used for paid or will accrue in respect of any other purposecash payable upon the surrender of any Certificate. (iii) If any Certificate shall have been lost, stolen or destroyed, then, upon the making of an affidavit of that fact by the Person claiming such Certificate to be lost, stolen or destroyed, Parent shall cause the Paying Agent to pay in exchange for such lost, stolen or destroyed Certificate the Cash Merger Payment Schedule Consideration deliverable in respect thereof to which the holder thereof is delivered entitled pursuant to Section 3.1(c) and this Section 3.2; provided, that Parent may require the Person to whom any such Cash Merger Consideration is paid, as a condition precedent to the Exchange Agent payment thereof, to give the Surviving Corporation a bond in accordance with Section 3.2(i) on such sum as it may direct or prior otherwise indemnify the Surviving Corporation in a manner reasonably satisfactory to Parent against any claim that may be made against the date that is (A) at least two Business Days prior to the Closing Date, then Parent and the Company shall take reasonable steps to cause the applicable Per Share Merger Consideration to be issued to the applicable holder of Capital Stock in book-entry form as soon as reasonably practicable, but in no event more than two Business Days, following the Closing Date, or (B) less than two Business Days prior to the Closing Date, then Parent and the Company shall take all necessary actions to cause the applicable Per Share Merger Consideration to be issued to the applicable holder of Capital Stock in book-entry form within two Business Days after such delivery; provided that the Per Share Merger Consideration shall not be issued Surviving Corporation with respect to shares of Capital Stock represented by a the Certificate until the applicable holder of such Capital Stock has surrendered such Certificate (claimed to have been lost, stolen or an affidavit of loss in lieu thereof) to the Exchange Agentdestroyed. (iv) If any Per Share payment of Cash Merger Consideration is to be issued made to a person Person other than the holder of Capital Stock Person in whose name the surrendered Certificate or the transferred shares of Capital Stock in book-entry form is registered, it shall be a condition to of payment that the issuance of the applicable portion of such Per Share Merger Consideration that, in addition to any other requirements set forth in the Exchange Agent Agreement, (A) either such Certificate shall so surrendered be properly endorsed or shall be otherwise be in proper form for transfer or such share of Capital Stock in book-entry form shall be properly transferred and (B) that the person Person requesting such consideration pay to the Exchange Agent payment shall have paid any transfer or similar Taxes and other taxes required as a result by reason of such consideration being issued the payment of Cash Merger Consideration to a person Person other than the registered holder of such the Certificate surrendered or share of Capital Stock in book-entry form or establish shall have established to the satisfaction of the Exchange Agent Surviving Corporation that such transfer tax either has been paid or similar Taxes is not applicable. Each of the Paying Agent, Parent and the Surviving Corporation shall be entitled to deduct and withhold, or cause to be deducted and withheld, from any consideration payable or otherwise deliverable pursuant to this Agreement to any holder or former holder of Cash Merger Shares such amounts as may be required to be deducted and withheld therefrom under the Code or any provision of state, local or foreign Tax law or under any other applicable legal requirement. To the extent such amounts are so deducted or withheld, such amounts shall be treated for all purposes under this Agreement as having been paid to the Person to whom such amounts would otherwise have been paid or are not payableand shall be paid to the appropriate Governmental Entity on behalf of such Person. (v) The Surviving Corporation shall pay all charges and expenses of the Paying Agent in connection with the exchange of the Cash Merger Consideration for the Cash Merger Shares.

Exchange Procedures. (i) On the Closing Date and prior to the Effective Time, Parent shall deposit, or shall cause to be deposited, with the Exchange Agent, for the benefit of the holders of Company Common Stock, for exchange in accordance with this Article 3, the number of shares of Parent Common Stock sufficient to deliver the aggregate Per Share Merger Consideration payable pursuant to this Agreement No less than five (such shares of Parent Common Stock being hereinafter referred to as the “Exchange Fund”). (ii5) Parent shall cause the Exchange Agent, pursuant to irrevocable instructions, to pay such Per Share Merger Consideration out of the Exchange Fund in accordance with the Merger Payment Schedule and the other applicable provisions contained in this Agreement. The Exchange Fund shall not be used for any other purpose. (iii) If the Merger Payment Schedule is delivered to the Exchange Agent in accordance with Section 3.2(i) on or prior to the date that is (A) at least two Business Days prior to the Closing Date, then Parent Exchange Agent shall deliver to each Company Stockholder, Non-Employee Cashed-Out Option Holder and holder of Cashed-Out Warrants, a letter of transmittal in the form attached hereto as EXHIBIT F (the “Letter of Transmittal”) at the address set forth opposite each such Company Holder’s name on the Closing Allocation Schedule. (ii) After receipt of such Letter of Transmittal, (A) the Company shall take reasonable steps to cause Stockholders will surrender the applicable Per Share Merger Consideration to be issued to the applicable holder certificates representing their shares of Company Capital Stock in book-entry form as soon as reasonably practicable, but in no event more than two Business Days, following (the Closing Date, or “Company Stock Certificates”) and (B) less holders of Cashed-Out Warrants will surrender each agreement representing any Cashed-Out Warrant (a “Cashed-Out Warrant Agreement”), in each case, to the Exchange Agent for cancellation, together with a duly completed and validly executed Letter of Transmittal. Upon delivery of such documents to the Exchange Agent, subject to the terms of Section 1.11(d) hereof, the Exchange Agent shall, no later than two (1) the Closing Date (so long as such documents are delivered to the Exchange Agent at least three (3) Business Days prior to the Closing Date) or (2) following the Closing Date, then Parent and the but no more than three (3) Business Days after receipt of such documents, pay to such Company shall take all necessary actions to cause Stockholder, Non-Employee Cashed-Out Option Holders or holder of Cashed-Out Warrants, the applicable Per Share portion of the Initial Merger Consideration to which such holder is entitled pursuant to Section 1.6 hereof and as set forth on the Closing Allocation Schedule, and any Company Stock Certificate or Cashed-Out Warrant Agreement so surrendered shall be issued cancelled. (iii) Until so surrendered by Company Holders (other than Employee Cashed-Out Option Holders), each Company Stock Certificate, Cashed-Out Option Agreement or Cashed-Out Warrant Agreement will be deemed, for all corporate purposes thereafter, to evidence only the right to receive the applicable cash amounts payable to such Company Holder pursuant to Section 1.6 hereof, without interest thereon. No portion of the Total Merger Consideration will be paid to the applicable holder of Capital any unsurrendered (A) Company Stock in book-entry form within two Business Days after such delivery; provided that the Per Share Merger Consideration shall not be issued Certificate with respect to shares of Company Capital Stock formerly represented by a Certificate thereby, (B) Cashed-Out Option Agreement, or (C) Cashed-Out Warrant Agreement until the applicable holder of such Capital Stock has surrendered such Certificate (or an affidavit of loss in lieu thereof) to the Exchange Agent. (iv) If any Per Share Merger Consideration is to be issued to a person other than the holder of Capital Stock in whose name the surrendered Certificate or the transferred shares of Capital Stock in book-entry form is registered, it shall be a condition to the issuance of the applicable portion record of such Per Share Merger Consideration thatCompany Stock Certificate, in addition to any other requirements set forth in the Exchange Agent Cashed-Out Option Agreement or Cashed-Out Warrant Agreement shall surrender such Company Stock Certificate, Cashed-Out Option Agreement or Cashed-Out Warrant Agreement, (A) either such Certificate shall be properly endorsed or shall otherwise be in proper form for transfer or such share as applicable, and the Letter of Capital Stock in book-entry form shall be properly transferred and (B) the person requesting such consideration pay to the Exchange Agent any transfer or similar Taxes required as a result of such consideration being issued to a person other than the registered holder of such Certificate or share of Capital Stock in book-entry form or establish to the satisfaction of the Exchange Agent that such transfer or similar Taxes have been paid or are not payableTransmittal pursuant hereto.

Exchange Procedures. Promptly following the Effective Time (ibut in no event later than ten (10) On the Closing Date and prior to days following the Effective Time, Parent shall deposit, or shall cause to be deposited, with the Exchange Agent, for the benefit of the holders of Company Common Stock, for exchange in accordance with this Article 3, the number of shares of Parent Common Stock sufficient to deliver the aggregate Per Share Merger Consideration payable pursuant to this Agreement (such shares of Parent Common Stock being hereinafter referred to as the “Exchange Fund”). (ii) Parent shall cause the Exchange Agent, pursuant Paying Agent to irrevocable instructions, mail to pay such Per Share Merger Consideration out each registered holder of the Exchange Fund in accordance with the Merger Payment Schedule and the other applicable provisions contained in this Agreement. The Exchange Fund shall not be used for any other purpose. (iii) If the Merger Payment Schedule is delivered to the Exchange Agent in accordance with Section 3.2(i) on a certificate or certificates which immediately prior to the date that is Effective Time represented outstanding shares of Company Common Stock (Athe “Certificates”) at least two Business Days prior to the Closing Date, then Parent and the or of non-certificated shares of Company shall take reasonable steps to cause the applicable Per Share Merger Consideration to be issued to the applicable holder of Capital Common Stock in represented by book-entry (“Book-Entry Shares”) (i) a letter of transmittal in customary form as soon as reasonably practicable(which shall specify that delivery shall be effected, but in no event more than two Business Days, following the Closing Date, or (B) less than two Business Days prior and risk of loss and title to the Closing DateCertificates shall pass, then Parent and only upon proper delivery of the Company shall take all necessary actions to cause the applicable Per Share Merger Consideration to be issued Certificates to the applicable holder of Capital Stock in book-entry form within two Business Days after such delivery; provided that the Per Share Merger Consideration Paying Agent and which shall not be issued include customary provisions with respect to shares delivery of Capital Stock represented by a Certificate until an “agent’s message” with respect to Book-Entry Shares) and (ii) instructions for use in effecting the applicable holder surrender of such Capital Stock has surrendered such Certificate Certificates (or an affidavit affidavits of loss in lieu thereof) to or Book-Entry Shares in exchange for the Exchange Agent. (iv) If any Per Share Merger Consideration Price to which such holder is entitled. Upon surrender of Certificates (or affidavits of loss in lieu thereof), or in the case of Book-Entry Shares, upon adherence to the applicable procedures set forth in the letter of transmittal, for cancellation to the Paying Agent together with such letter of transmittal, properly completed and duly executed in accordance with the instructions thereto, and such other customary documents as may be reasonably required by the Paying Agent or pursuant to such instructions, the holders of such Certificates or Book-Entry Shares shall (A) be entitled to receive, and the Paying Agent shall (and Parent shall cause the Paying Agent to), in exchange therefor, transfer from the Exchange Fund to each such holder the Cash Portion of the Per Share Merger Price such holder has the right to receive pursuant to Section 5.1(c)(iii) hereof, and (B) be identified by Parent, or caused to be identified by Parent, in the register maintained by the CVR Rights Agent for the purpose of identifying the holders of CVRs pursuant to the terms of the CVR Agreement, as the holder of that number of CVRs such holder has the right to receive pursuant hereto, in accordance with the CVR Agreement, and the Company Common Stock formerly represented by such Certificates or Book-Entry Shares, and the Certificates or Book-Entry Shares so surrendered shall forthwith be canceled. No interest will be paid or accrued on the Per Share Merger Price payable to holders of Certificates or Book-Entry Shares. In the event of a transfer of ownership of shares of Company Common Stock which is not registered in the transfer records of the Company, the applicable Per Share Merger Price may be issued to a person other than transferee if the holder of Capital Stock in whose name the surrendered Certificate or the transferred representing such shares of Capital Company Common Stock in book-entry form is registered, it shall be a condition presented to the issuance Paying Agent (or in the case of Book-Entry Shares, upon adherence to the applicable portion of such Per Share Merger Consideration that, in addition to any other requirements procedures set forth in the Exchange Agent Agreementletter of transmittal), (A) either such Certificate shall be properly endorsed or shall otherwise be in proper form for transfer or such share of Capital Stock in book-entry form shall be properly transferred accompanied by all documents required to evidence and (B) the person requesting such consideration pay to the Exchange Agent any transfer or similar Taxes required as a result of such consideration being issued to a person other than the registered holder of such Certificate or share of Capital Stock in book-entry form or establish to the satisfaction of the Exchange Agent that effect such transfer or similar and by evidence that any applicable stock transfer Taxes have been paid paid. Until surrendered as contemplated by this Section 5.2, each Certificate and each Book-Entry Share shall be deemed at any time after the Effective Time to represent only the right to receive for each share of Company Common Stock upon such surrender the Per Share Merger Price to which such share is entitled or are not payablethe right to demand appraisal of Dissenting Shares pursuant to the DGCL.

Exchange Procedures. (i) On the Closing Date and prior to Promptly after the Effective Time, Parent shall deposit, or shall cause to be deposited, with and the Exchange Agent, for the benefit of the holders of Company Common Stock, for exchange in accordance with this Article 3, the number of shares of Parent Common Stock sufficient to deliver the aggregate Per Share Merger Consideration payable pursuant to this Agreement (such shares of Parent Common Stock being hereinafter referred to as the “Exchange Fund”). (ii) Parent Surviving Corporation shall cause the Exchange AgentPaying Agent to mail (i) to each holder of record, pursuant to irrevocable instructions, to pay such Per Share Merger Consideration out as of the Exchange Fund in accordance with the Merger Payment Schedule and the other applicable provisions contained in this Agreement. The Exchange Fund shall not be used for any other purpose. (iii) If the Merger Payment Schedule is delivered to the Exchange Agent in accordance with Section 3.2(i) on Effective Time, of a certificate or certificates, which immediately prior to the date Effective Time represented outstanding Shares (the "Certificates"), which Shares were converted pursuant to Section 1.3(b) hereof into the right to receive the Merger Consideration, (x) a letter of transmittal (which shall specify that is (A) at least two Business Days prior delivery shall be effected, and risk of loss and title to the Closing DateShares shall pass, then Parent and only upon proper delivery of the Company shall take reasonable steps to cause the applicable Per Share Merger Consideration to be issued to the applicable holder of Capital Stock in book-entry form as soon as reasonably practicable, but in no event more than two Business Days, following the Closing Date, or (B) less than two Business Days prior to the Closing Date, then Parent and the Company shall take all necessary actions to cause the applicable Per Share Merger Consideration to be issued to the applicable holder of Capital Stock in book-entry form within two Business Days after such delivery; provided that the Per Share Merger Consideration shall not be issued with respect to shares of Capital Stock represented by a Certificate until the applicable holder of such Capital Stock has surrendered such Certificate Certificates (or an affidavit affidavits of loss in lieu thereof) to the Exchange Paying Agent and shall be in such form and have such other provisions as Parent may reasonably specify) and (y) instructions for use in effecting the surrender of the Certificates in exchange for the Merger Consideration and (ii) to each holder of a Company Option, a check in an amount due and payable to such holder pursuant to Section 1.5 hereof in respect of such Company Option. Upon surrender of a Certificate (or affidavit of loss in lieu thereof) for cancellation to the Paying Agent. , together with a letter of transmittal, properly completed and duly executed in accordance with the instructions thereto, and such other documents as may be reasonably required pursuant to such instructions, the holder of such Certificate shall be entitled to receive in exchange therefor the Merger Consideration for each Share formerly represented by such Certificate, to be mailed promptly following the Paying Agent's receipt of such Certificate (iv) or affidavit of loss in lieu thereof), and the Certificate so surrendered shall forthwith be canceled. No interest shall be paid or accrued for the benefit of holders of the Certificates on the Merger Consideration payable upon the surrender of the Certificates, or in respect of Company Options. If any Per Share payment of the Merger Consideration is to be issued made to a person Person (as defined in Section 8.7) other than the holder of Capital Stock Person in whose name the surrendered Certificate or the transferred shares of Capital Stock in book-entry form is registered, it shall be a condition to of payment that the issuance of the applicable portion of such Per Share Merger Consideration that, in addition to any other requirements set forth in the Exchange Agent Agreement, (A) either such Certificate so surrendered shall be properly endorsed or shall be otherwise be in proper form for transfer or such share of Capital Stock in book-entry form shall be properly transferred and (B) that the person Person requesting such consideration pay to payment shall have paid all transfer and other Taxes (as defined in Section 2.17) required by reason of the Exchange Agent any transfer or similar Taxes required as a result of such consideration being issued issuance to a person Person other than the registered holder of the Certificate surrendered or such Certificate or share of Capital Stock in book-entry form or establish Person shall have established to the satisfaction of the Exchange Agent Surviving Corporation that such transfer or similar Taxes have Tax either has been paid or are is not payableapplicable. Until surrendered as contemplated by this Section 1.4, each Certificate shall be deemed at all times after the Effective Time to represent only the right to receive the Merger Consideration for each Share in cash as contemplated by Section 1.3(b) hereof, without interest thereon. The Paying Agent shall accept such Certificates (or affidavits of loss in lieu thereof) upon compliance with such reasonable terms and conditions as the Paying Agent may impose to effect an orderly exchange thereof in accordance with normal exchange practices.

Exchange Procedures. (ia) On TD Banknorth shall appoint an agent, which shall be reasonably acceptable to Interchange (the Closing Date “Exchange Agent”), for the purpose of exchanging certificates that immediately prior to the Effective Time evidenced shares of Interchange Common Stock (the “Certificates”) for the Merger Consideration. (b) No later than five (5) Business Days following the Effective Time, TD Banknorth shall cause the Exchange Agent to mail or make available to each holder of record of a Certificate a notice and letter of transmittal reasonably satisfactory to Interchange disclosing the effectiveness of the Merger and the procedure for exchanging Certificates for the Merger Consideration. Such letter of transmittal shall specify that delivery shall be effected and risk of loss and title shall pass only upon proper delivery of Certificates to the Exchange Agent. (c) At or prior to the Effective Time, Parent TD Banknorth shall depositdeliver, or shall cause TD Banknorth, NA to be depositeddeliver, with by wire transfer in immediately available funds, to the Exchange Agent, Agent for the benefit of the holders of Company Common Certificates (other than the holders of Treasury Stock) an amount of cash equal to the aggregate Merger Consideration for payment of the aggregate Merger Consideration to such holders of Certificates. (d) Each holder of any outstanding Certificate (other than holders of Treasury Stock) who surrenders such Certificate to the Exchange Agent will, for upon acceptance thereof by the Exchange Agent, be entitled to the prompt payment of the Merger Consideration. The Exchange Agent shall accept Certificates upon compliance with such reasonable terms and conditions as the Exchange Agent may impose to effect an orderly exchange in accordance with this Article 3, the number of shares of Parent Common Stock sufficient to deliver the aggregate Per Share Merger Consideration payable pursuant to this Agreement (such shares of Parent Common Stock being hereinafter referred to as the “Exchange Fund”). (ii) Parent shall cause the Exchange Agent, pursuant to irrevocable instructions, to pay such Per Share Merger Consideration out of the Exchange Fund in accordance with the Merger Payment Schedule and the other applicable provisions contained in this Agreementnormal exchange practices. The Exchange Fund shall Each outstanding Certificate which is not be used for any other purpose. (iii) If the Merger Payment Schedule is delivered surrendered to the Exchange Agent shall, except as provided in accordance with Section 3.2(i) on or prior 3.1, evidence ownership of only the right to receive the date that is (A) at least two Business Days prior to the Closing Date, then Parent and the Company shall take reasonable steps to cause the applicable Per Share Merger Consideration to be issued to without interest. (e) The Exchange Agent and TD Banknorth, as the applicable holder of Capital Stock in book-entry form as soon as reasonably practicablecase may be, but in no event more than two Business Days, following the Closing Date, or (B) less than two Business Days prior to the Closing Date, then Parent and the Company shall take all necessary actions to cause the applicable Per Share Merger Consideration to be issued to the applicable holder of Capital Stock in book-entry form within two Business Days after such delivery; provided that the Per Share Merger Consideration shall not be issued with respect obligated to shares of Capital Stock represented by deliver the Merger Consideration until the holder surrenders a Certificate until the applicable holder of such Capital Stock has surrendered such Certificate (or as provided in this Section 3.2, or, in default thereof, an appropriate affidavit of loss and indemnity agreement and/or a bond in lieu thereof) to an amount as may be reasonably required in each case by the Exchange Agent. (iv) Agent or TD Banknorth. If any Per Share Merger Consideration check is to be issued to in a person name other than that in which the holder of Capital Stock in whose name the surrendered Certificate or the transferred shares of Capital Stock in book-entry form is registered, it shall be a condition to of the issuance of thereof that the applicable portion of such Per Share Merger Consideration that, in addition to any other requirements set forth in the Exchange Agent Agreement, (A) either such Certificate so surrendered shall be properly endorsed or shall accompanied by an executed form of assignment separate from the Certificate and otherwise be in proper form for transfer or such share of Capital Stock in book-entry form shall be properly transferred and (B) that the person requesting such consideration exchange pay to the Exchange Agent any transfer or similar Taxes other tax required as by reason of the issuance of a result of such consideration being issued to a person check in any name other than that of the registered holder of such the Certificate surrendered or share of Capital Stock in book-entry form or otherwise establish to the reasonable satisfaction of the Exchange Agent that such transfer or similar Taxes have tax has been paid or are is not payable. (f) Any portion of the cash delivered to the Exchange Agent by TD Banknorth or TD Banknorth, NA pursuant to Section 3.2(c) that remains unclaimed by the former shareholders of Interchange for six months after the Effective Time shall be delivered by the Exchange Agent to TD Banknorth or TD Banknorth, NA, as applicable. Any shareholders of Interchange who have not theretofore complied with Section 3.2(d) shall thereafter look only to TD Banknorth for the Merger Consideration. If outstanding Certificates are not surrendered or the payment for them is not claimed prior to the date on which such payment would otherwise escheat to or become the property of any Governmental Entity, the unclaimed items shall, to the extent permitted by abandoned property and any other applicable law, become the property of TD Banknorth or TD Banknorth, NA, as applicable (and to the extent not in its possession shall be delivered to it), free and clear of all Liens of any Person previously entitled to such property. Neither the Exchange Agent nor any of the Parties hereto shall be liable to any holder of Interchange Common Stock represented by any Certificate for any consideration paid to a public official pursuant to applicable abandoned property, escheat or similar laws. TD Banknorth, TD Banknorth, NA and the Exchange Agent shall be entitled to rely upon the stock transfer books of Interchange to establish the identity of those persons entitled to receive the Merger Consideration, which books shall be conclusive with respect thereto. (g) The Exchange Agent, TD Banknorth or TD Banknorth, NA shall be entitled to deduct and withhold from the Merger Consideration otherwise payable pursuant to this Agreement to any holder of Certificates such amounts as it is required to deduct and withhold with respect to the making of such payment under the Code or any state, local or foreign tax law or regulation thereunder. To the extent that amounts are so withheld by the Exchange Agent, TD Banknorth or TD Banknorth, NA, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the holder of the Certificates in respect of which such deduction and withholding was made.

Exchange Procedures. (i) On Promptly after the Closing Date Effective Time (and prior in any event within five Business Days thereafter), Parent shall cause the Exchange Agent to mail to each holder of record of Eligible Shares notice advising such holders of the effectiveness of the Merger, including (A) appropriate transmittal materials specifying that delivery shall be effected, and risk of loss and title to the Company Certificates or the Company Book-Entry Shares shall pass, only upon delivery of the Company Certificates (or affidavits of loss in lieu of the Company Certificates, as provided in Section 2.7) or transfer of the Company Book-Entry Shares to the Exchange Agent (including customary provisions with respect to delivery of an “agent’s message” with respect to the Company Book-Entry Shares) (the “Letter of Transmittal”), and (B) instructions for surrendering the Company Certificates (or affidavits of loss in lieu of the Company Certificates, as provided in Section 2.7) or transferring the Company Book-Entry Shares to the Exchange Agent in exchange for the Merger Consideration, cash in lieu of fractional shares, if any, and any dividends or other distributions, in each case, to which such holders are entitled pursuant to the terms of this Agreement. With respect to holders of the Company Book-Entry Shares, the Parties shall cooperate to establish procedures with the Exchange Agent to allow the Exchange Agent to promptly transmit, following the Effective Time, Parent shall depositto such holders or their nominees, upon surrender of Eligible Shares, the Merger Consideration, including cash in lieu of fractional shares, if any, and any dividends or shall cause other distributions, in each case, to be depositedwhich such holders are entitled pursuant to the terms of this Agreement. (ii) Upon surrender to the Exchange Agent of Eligible Shares that are represented by the Company Certificates, by physical surrender of such Company Certificates (or affidavit of loss in lieu of a Company Certificate, as provided in Section 2.7) or that are Company Book-Entry Shares, by book-receipt of an “agent’s message” by the Exchange Agent in connection with the transfer of Company Book-Entry Shares, in accordance with the terms of the Letter of Transmittal and accompanying instructions or, with respect to Company Book-Entry Shares, in accordance with customary procedures and such other procedures as agreed by Parent and the Exchange Agent, for the benefit holder of the holders of such Company Common Stock, for Certificate or Company Book-Entry Share shall be entitled to receive in exchange in accordance with this Article 3, the therefor (A) that number of whole shares of Parent Common Stock sufficient that such holder is entitled to deliver receive pursuant to Section 2.1(a) and (B) an amount (if any) in immediately available funds (or, if no wire transfer instructions are provided, a check, and in each case, after giving effect to any required Tax withholdings as provided in Section 2.2(h)) of (1) the aggregate Per Share Merger Cash Consideration that such holder is entitled to receive pursuant to Section 2.1(a), plus (2) any cash in lieu of fractional shares payable pursuant to this Agreement Section 2.2(e) plus (3) any unpaid non-stock dividends and any other dividends or other distributions that such shares of Parent Common Stock being hereinafter referred holder has the right to as the “Exchange Fund”). (ii) Parent shall cause the Exchange Agent, receive pursuant to irrevocable instructions, to pay such Per Share Merger Consideration out of the Exchange Fund in accordance with the Merger Payment Schedule and the other applicable provisions contained in this Agreement. The Exchange Fund shall not be used for any other purposeSection 2.2(c) or Section 5.11(d). (iii) If the Merger Payment Schedule is delivered No interest will be paid or accrued on any amount payable upon due surrender of Eligible Shares, and any Company Certificate or ledger entry relating to the Exchange Agent in accordance with Section 3.2(i) on or prior to the date Company Book-Entry Shares formerly representing Company Common Shares that is (A) at least two Business Days prior to the Closing Date, then Parent and the Company have been so surrendered shall take reasonable steps to cause the applicable Per Share Merger Consideration to be issued to the applicable holder of Capital Stock in book-entry form as soon as reasonably practicable, but in no event more than two Business Days, following the Closing Date, or (B) less than two Business Days prior to the Closing Date, then Parent and the Company shall take all necessary actions to cause the applicable Per Share Merger Consideration to be issued to the applicable holder of Capital Stock in book-entry form within two Business Days after such delivery; provided that the Per Share Merger Consideration shall not be issued with respect to shares of Capital Stock represented canceled by a Certificate until the applicable holder of such Capital Stock has surrendered such Certificate (or an affidavit of loss in lieu thereof) to the Exchange Agent. (iv) If In the event of a transfer of ownership of certificated Eligible Shares that is not registered in the transfer records of the Company, the proper number of shares of Parent Common Stock, together with an amount (if any) in immediately available funds (or, if no wire transfer instructions are provided, a check, and in each case, after giving effect to any Per Share Merger Consideration is required Tax withholdings as provided in Section 2.2(h)) or cash to be issued to a person other than the holder of Capital Stock in whose name the surrendered Certificate or the transferred shares of Capital Stock in book-entry form is registered, it shall be a condition to the issuance paid upon due surrender of the applicable portion of Company Certificate and any dividends or other distributions in respect thereof, may be issued or paid to such Per Share Merger Consideration that, in addition to any other requirements set forth in a transferee if the Exchange Agent Agreement, (A) either Company Certificate formerly representing such Certificate shall be properly endorsed or shall otherwise be in proper form for transfer or such share of Capital Stock in book-entry form shall be properly transferred and (B) the person requesting such consideration pay Eligible Shares is presented to the Exchange Agent Agent, accompanied by all documents required to evidence and effect such transfer and to evidence that any transfer or similar Taxes required as a result of such consideration being issued to a person other than the registered holder of such Certificate or share of Capital Stock in book-entry form or establish to the satisfaction of the Exchange Agent that such applicable stock transfer or similar Taxes have been paid or are not payableapplicable, in each case, in form and substance reasonably satisfactory to the Exchange Agent and Parent. Payment of the Merger Consideration with respect to Company Book-Entry Shares shall only be made to the Person in whose name such Company Book-Entry Shares are registered in the stock transfer books of the Company. Until surrendered as contemplated by this Section 2.2(b), each Company Certificate and Company Book-Entry Share shall be deemed at any time at or after the Effective Time to represent only the right to receive the Merger Consideration in accordance with this Article II, including any amount payable in lieu of fractional shares in accordance with Section 2.2(e), and any dividends or other distributions in accordance with Section 2.2(c) or Section 5.11(d), in each case without interest.

Exchange Procedures. (i) On the Closing Date and prior to As soon as reasonably practicable after the Effective Time, Parent the Exchange Agent shall depositmail to each holder of record of a Certificate, Company Stock Option and Company Stock Purchase Warrant (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates, Company Stock Options and Company Stock Purchase Warrants shall pass, only upon delivery of the Certificates, Company Stock Options and Company Stock Purchase Warrants to the Exchange Agent and shall be in such form and have such other provisions as the Buyer may reasonably specify) and (ii) instructions for effecting the surrender of the Certificates, Company Stock Options and Company Stock Purchase Warrants in exchange for each holder’s respective Merger Consideration or shall cause Option Consideration. Upon surrender of a Certificate, Company Stock Option or Company Stock Purchase Warrant for cancellation to the Exchange Agent or to such other agent or agents as may be depositedappointed by the Buyer, together with such letter of transmittal, duly executed, and such other documents as may reasonably be required by the Exchange Agent, for the benefit holder of each Certificate, Company Stock Option and Company Stock Purchase Warrant shall be entitled to receive in exchange therefor cash representing (i) that number of whole Shares evidenced by such Certificate multiplied by the Merger Consideration, and the Certificate so surrendered shall immediately be cancelled; and/or (ii) the Option Consideration payable with respect to the surrendered Company Stock Option or Company Stock Purchase Warrant. In the event of a transfer of ownership of Shares which is not registered in the transfer records of the holders of Company Common Stock, for exchange in accordance with this Article 3Company, the number of shares of Parent Common Stock sufficient to deliver payment representing the aggregate Per Share Merger Consideration payable pursuant to this Agreement (such shares of Parent Common Stock being hereinafter referred to as the “Exchange Fund”). (ii) Parent shall cause the Exchange Agent, pursuant to irrevocable instructions, to pay such Per Share Merger Consideration out of the Exchange Fund in accordance with the Merger Payment Schedule and the other applicable provisions contained in this Agreement. The Exchange Fund shall not be used for any other purpose. (iii) If the Merger Payment Schedule is delivered to the Exchange Agent in accordance with Section 3.2(i) on or prior to the date that is (A) at least two Business Days prior to the Closing Date, then Parent and the Company shall take reasonable steps to cause the applicable Per Share Merger Consideration to registered holder may be issued to the applicable holder of Capital Stock in book-entry form as soon as reasonably practicable, but in no event more than two Business Days, following the Closing Date, or (B) less than two Business Days prior to the Closing Date, then Parent and the Company shall take all necessary actions to cause the applicable Per Share Merger Consideration to be issued to the applicable holder of Capital Stock in book-entry form within two Business Days after such delivery; provided that the Per Share Merger Consideration shall not be issued with respect to shares of Capital Stock represented by a Certificate until the applicable holder of such Capital Stock has surrendered such Certificate (or an affidavit of loss in lieu thereof) to the Exchange Agent. (iv) If any Per Share Merger Consideration is to be issued paid to a person other than the holder of Capital Stock person in whose name the Certificate so surrendered Certificate or the transferred shares of Capital Stock in book-entry form is registered, it shall be a condition to the issuance of the applicable portion of such Per Share Merger Consideration that, in addition to any other requirements set forth in the Exchange Agent Agreement, (A) either if such Certificate shall be properly endorsed or shall otherwise be in proper form for transfer or such share of Capital Stock in book-entry form shall be properly transferred and (B) the person requesting such consideration pay is presented to the Exchange Agent any transfer or similar Taxes Agent, accompanied by all documents required as a result of such consideration being issued to a person other than the registered holder of such Certificate or share of Capital Stock in book-entry form or establish to the satisfaction of the Exchange Agent that evidence and effect such transfer or similar Taxes and by evidence that any applicable stock transfer taxes have been paid paid. Until surrendered as contemplated by this Section 3.2, each Certificate, Company Stock Option and Company Stock Purchase Warrant shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the payment contemplated by this Section 3.2 or are not payableSection 7.8(b), as the case may be.

Exchange Procedures. (ia) On the Closing Date and prior Prior to the Effective Time, Parent Holdco shall depositappoint Continental Stock Transfer & Trust Company (“Continental”), as agent (the “Exchange Agent”), for the purpose of exchanging the merger consideration for (i) Quartet Certificates, (ii) Company Certificates and (iii) any uncertificated shares of Quartet or shall cause the Company (the “Uncertificated Shares”). Upon surrender of the Quartet Certificates and Company Certificates and any Uncertificated Shares and delivery of a duly executed letter of transmittal, in each case to be deposited, with the Exchange Agent, for the benefit of the holders of such Quartet Certificates and Company Certificates shall receive in exchange therefor certificates representing the Holdco Shares (“Holdco Certificates”) into which their shares of Quartet Common Stock, for exchange in accordance with this Article 3Quartet Rights, Company Common Shares and Company Preferred Shares shall be converted at the Effective Time and the Quartet Certificates, Company Certificates and any Uncertificated Shares so surrendered shall forthwith be canceled. Holdco shall make available to the Exchange Agent, as necessary, the number Holdco Certificates to be paid in respect of shares of Parent Common Stock sufficient the Quartet Certificates, Company Certificates and the Uncertificated Shares surrendered. Until so surrendered, outstanding Quartet Certificates, Company Certificates and Uncertificated Shares will be deemed, from and after the Effective Time, to deliver evidence only the aggregate Per Share Merger Consideration payable right to receive the merger consideration to which the holder thereof is entitled pursuant to this Agreement (such shares of Parent Common Stock being hereinafter referred to as the “Exchange Fund”Sections 1.5(a) and 1.5(b). (ii) Parent shall cause the Exchange Agent, pursuant to irrevocable instructions, to pay such Per Share Merger Consideration out of the Exchange Fund in accordance with the Merger Payment Schedule and the other applicable provisions contained in this Agreement. The Exchange Fund shall not be used for any other purpose. (iiib) If the Merger Payment Schedule is delivered to the Exchange Agent in accordance with Section 3.2(i) on or prior to the date that is (A) at least two Business Days prior to the Closing Date, then Parent and the Company shall take reasonable steps to cause the applicable Per Share Merger Consideration certificates representing Holdco Shares are to be issued to the applicable holder of Capital Stock in book-entry form as soon as reasonably practicable, but in no event more than two Business Days, following the Closing Date, or (B) less than two Business Days prior to the Closing Date, then Parent and the Company shall take all necessary actions to cause the applicable Per Share Merger Consideration to be issued to the applicable holder of Capital Stock in book-entry form within two Business Days after such delivery; provided that the Per Share Merger Consideration shall not be issued with respect to shares of Capital Stock represented by a Certificate until the applicable holder of such Capital Stock has surrendered such Certificate (or an affidavit of loss in lieu thereof) to the Exchange Agent. (iv) If any Per Share Merger Consideration is to be issued to a person name other than that in which the holder of Capital Stock Quartet Certificates or Company Certificates surrendered in whose name the surrendered Certificate or the transferred shares of Capital Stock in book-entry form is exchange therefor are registered, it shall will be a condition to of the issuance of thereof that the applicable portion of such Per Share Merger Consideration that, in addition to any other requirements set forth in the Exchange Agent Agreement, (A) either such Certificate shall Quartet Certificates or Company Certificates so surrendered will be properly endorsed or shall and otherwise be in proper form for transfer, accompanied by an instrument of transfer or such share of Capital Stock in book-entry form shall be properly transferred that is reasonably satisfactory to the Company and (B) that the person persons requesting such consideration pay exchange will have paid to the Exchange Agent Holdco, or any agent designated by it, any transfer or similar Taxes other taxes required as a result by reason of such consideration being issued to a person the issuance of certificates representing Holdco Shares in any name other than that of the registered holder of such Certificate the Quartet Certificates or share of Capital Stock in book-entry form Company Certificates surrendered, or establish established to the satisfaction of the Exchange Agent Holdco or any agent designated by it that such transfer or similar Taxes have tax has been paid or are is not payable.

Exchange Procedures. (i) On the Closing Date and prior to Promptly after the Effective Time, Parent shall deposit, or shall cause to be deposited, with the Exchange Agent, for the benefit of the holders of Company Common Stock, for exchange in accordance with this Article 3, the number of shares of Parent Common Stock sufficient to deliver the aggregate Per Share Merger Consideration payable pursuant to this Agreement (such shares of Parent Common Stock being hereinafter referred to as the “Exchange Fund”). (ii) Parent Surviving Corporation shall cause the Exchange Agent, pursuant Paying Agent to irrevocable instructions, mail to pay such Per each holder of record of a Certificate or Book Entry Share Merger Consideration out (i) a letter of transmittal specifying that delivery of the Exchange Fund in accordance with the Merger Payment Schedule Certificates or Book Entry Shares shall be effected, and the other applicable provisions contained in this Agreement. The Exchange Fund shall not be used for any other purpose. (iii) If the Merger Payment Schedule is delivered risk of loss and title to the Exchange Agent in accordance with Section 3.2(i) on Certificates or prior Book Entry Shares, as applicable, shall pass, only upon proper delivery of the Certificates (or affidavits of loss reasonably satisfactory to the date that is (A) at least two Business Days prior to the Closing Date, then Parent and the Company shall take reasonable steps to cause the applicable Per Share Merger Consideration to be issued to the applicable holder of Capital Stock in book-entry form as soon as reasonably practicable, but in no event more than two Business Days, following the Closing Date, or (B) less than two Business Days prior to the Closing Date, then Parent and the Company shall take all necessary actions to cause the applicable Per Share Merger Consideration to be issued to the applicable holder of Capital Stock in book-entry form within two Business Days after such delivery; provided that the Per Share Merger Consideration shall not be issued with respect to shares of Capital Stock represented by a Certificate until the applicable holder of such Capital Stock has surrendered such Certificate (or an affidavit of loss Surviving Corporation in lieu thereof) or Book Entry Shares to the Exchange Paying Agent. , such letter of transmittal to be in customary form and have such other provisions as Parent may reasonably specify, and (ivii) If any Per Share instructions for use in effecting the surrender of the Certificates or Book Entry Shares, as applicable, in exchange for the Merger Consideration is to be issued (such instructions shall include instructions for the payment of the Merger Consideration to a person Person other than the holder of Capital Stock Person in whose name the surrendered Certificate or Book Entry Share is registered on the transferred shares transfer books of Capital Stock Company, subject to the receipt of appropriate documentation for such transfer). Upon surrender to the Paying Agent of a Certificate (or evidence reasonably satisfactory to the Surviving Corporation of loss in book-entry form is registeredlieu thereof) or Book Entry Shares, it as applicable, for cancellation together with such letter of transmittal, duly completed and validly executed, and such other documents as may reasonably be requested by the Paying Agent, the holder of such Certificate or Book Entry Share shall be entitled to receive in exchange therefor the Merger Consideration that such holder is entitled to receive pursuant to this Article II, and the Certificate or Book Entry Share so surrendered shall forthwith be cancelled; provided, that in no event will a condition holder of a Certificate or Book Entry Share be entitled to receive the Merger Consideration if Merger Consideration was already paid with respect to the issuance Shares underlying such Certificate in connection with an affidavit of loss. No interest will be paid or accrued on any amount payable upon due surrender of the applicable portion Certificates or Book Entry Shares. In the event of such Per Share Merger Consideration that, in addition to any other requirements set forth a transfer of ownership of Common Shares that is not registered in the Exchange Agent Agreementtransfer records of Company, (A) either payment may be issued to such a transferee if the Certificate shall be properly endorsed or shall otherwise be in proper form for transfer or Book Entry Share formerly representing such share of Capital Stock in book-entry form shall be properly transferred Common Shares is presented to the Paying Agent, accompanied by all documents reasonably satisfactory to the Surviving Corporation required to evidence and (B) effect such transfer, and the person Person requesting such consideration pay to the Exchange Agent issuance pays any transfer or similar Taxes other taxes required as a result by reason of such consideration being issued payment to a person Person other than the registered holder of such Certificate or share of Capital Stock in book-entry form Book Entry Share or establish establishes to the satisfaction of the Exchange Agent Parent and Company that such transfer tax has been paid or similar Taxes is not applicable. All cash paid upon the surrender of a Certificate or Book Entry Share in accordance with the terms of this Section 2.2 shall be deemed to have been paid in full satisfaction of all rights pertaining to the Common Shares formerly represented by such Certificate or are Book Entry Share. (ii) Promptly after the Effective Time, the Surviving Corporation shall cause the Paying Agent to mail to each holder of record of a Preferred Certificate (i) a letter of transmittal specifying that delivery of the Preferred Certificates shall be effected, and risk of loss and title to the Preferred Certificates shall pass, only upon proper delivery of the Preferred Certificates (or affidavits of loss reasonably satisfactory to the Surviving Corporation in lieu thereof) to the Paying Agent, such letter of transmittal to be in customary form and have such other provisions as Parent may reasonably specify, and (ii) instructions for use in effecting the surrender of the Preferred Certificates in exchange for the Preferred Merger Consideration (such instructions shall include instructions for the payment of the Preferred Merger Consideration to a Person other than the Person in whose name the surrendered Preferred Certificate is registered on the transfer books of Company, subject to the receipt of appropriate documentation for such transfer). Upon surrender to the Paying Agent of a Preferred Certificate (or evidence reasonably satisfactory to the Surviving Corporation of loss in lieu thereof) for cancellation together with such letter of transmittal, duly completed and validly executed, and such other documents as may reasonably be requested by the Paying Agent, the holder of such Preferred Certificate shall be entitled to receive in exchange therefor the Preferred Merger Consideration that such holder is entitled to receive pursuant to this Article II, and the Preferred Certificate so surrendered shall forthwith be cancelled; provided, that in no event will a holder of a Preferred Certificate be entitled to receive the Preferred Merger Consideration if Preferred Merger Consideration was already paid with respect to the Preferred Shares underlying such Preferred Certificate in connection with an affidavit of loss. No interest will be paid or accrued on any amount payable upon due surrender of the Preferred Certificates. In the event of a transfer of ownership of Preferred Shares that is not payableregistered in the transfer records of Company, payment may be issued to such a transferee if the Preferred Certificate formerly representing such Preferred Shares is presented to the Paying Agent, accompanied by all documents reasonably satisfactory to the Surviving Corporation required to evidence and effect such transfer, and the Person requesting such issuance pays any transfer or other taxes required by reason of such payment to a Person other than the registered holder of such Preferred Certificate or establishes to the satisfaction of Parent and Company that such tax has been paid or is not applicable. All cash paid upon the surrender of a Preferred Certificate in accordance with the terms of this Section 2.2 shall be deemed to have been paid in full satisfaction of all rights pertaining to the Preferred Shares formerly represented by such Preferred Certificate. (iii) For the purposes of this Agreement, the term “Person” shall mean any individual, corporation (including not-for-profit corporations), general or limited partnership, limited liability company, joint venture, estate, trust, association, organization, Governmental Entity (as defined in Section 3.1(d)(i)) or other entity of any kind or nature.

Exchange Procedures. (a) As promptly as reasonably practicable after the Effective Time, but in no event later than five (5) business days thereafter, Parent shall cause the Exchange Agent to mail to each holder of record of one or more Old Certificates representing shares of Company Common Stock immediately prior to the Effective Time that have been converted at the Effective Time into the right to receive the Merger Consideration pursuant to Article I, a letter of transmittal (a “Letter of Transmittal”) (which shall specify that delivery shall be effected, and risk of loss and title to the Old Certificates shall pass, only upon proper delivery of the Old Certificates to the Exchange Agent) and instructions for use in effecting the surrender of the Old Certificates in exchange for the Merger Consideration which such holder shall have become entitled to receive in accordance with, and subject to, Section 1.5(a), and any cash in lieu of fractional shares which the shares of Company Common Stock represented by such Old Certificate or Old Certificates shall have been converted into the right to receive pursuant to this Agreement as well as any dividends or distributions to be paid pursuant to Section 2.2(c). From and after the Effective Time, upon proper surrender of an Old Certificate or Old Certificates for exchange and cancellation to the Exchange Agent, together with such properly completed Letter of Transmittal duly executed, the holder of such Old Certificate or Old Certificates shall be entitled to receive in exchange therefor, as applicable, (i) On a New Certificate representing the Closing Date Merger Consideration to which such holder of Company Common Stock shall have become entitled to receive in accordance with, and subject to, Section 1.5(a), and (ii) a check representing the amount of (1) any cash in lieu of fractional shares which such holder has the right to receive in respect of the surrendered Old Certificate or Old Certificates pursuant to Section 1.5(b) and (2) any dividends or distributions which the holder thereof has the right to receive pursuant to Section 2.2(c), and the Old Certificate or Old Certificates so surrendered shall forthwith be cancelled. No interest will be paid or accrued on any cash in lieu of fractional shares payable to holders of Old Certificates or any dividends payable under Section 2.2(c). Until surrendered as contemplated by this Section 2.2, each Old Certificate shall be deemed at any time after the Effective Time to represent only the right to receive, upon surrender, the Merger Consideration and any cash in lieu of fractional shares or in respect of dividends or distributions as contemplated by this Section 2.2. (b) The Exchange Agent shall not be entitled to vote or exercise any rights of ownership with respect to the shares of Parent Common Stock held by it from time to time hereunder, except that it shall receive and hold all dividends or other distributions paid or distributed with respect to such shares for the account of the persons entitled thereto. If there is a transfer of ownership of any shares of Company Common Stock not registered in the transfer records of the Company, the Merger Consideration shall be issued to the transferee thereof if the Old Certificates representing such Company Common Stock are presented to the Exchange Agent, accompanied by all documents required, in the reasonable judgment of Parent and the Exchange Agent, to evidence and effect such transfer and to evidence that any applicable stock transfer taxes have been paid. (c) No dividends or other distributions declared or made after the Effective Time with respect to Parent Common Stock issued pursuant to this Agreement shall be remitted to any person entitled to receive shares of Parent Common Stock hereunder until such person surrenders his or her Old Certificates in accordance with this Section 2.2. Subject to the effect of applicable abandoned property, escheat or similar laws, upon the surrender of such person’s Old Certificates, such person shall be entitled to receive any dividends or other distributions, without interest thereon, which subsequent to the Effective Time had become payable but not paid with respect to shares of Parent Common Stock represented by such person’s Old Certificates. (d) The stock transfer books of the Company shall be closed immediately upon the Effective Time and from and after the Effective Time there shall be no transfers on the stock transfer records of the Company of any shares of Company Common Stock other than to settle transfers of Company Common Stock that occurred prior to the Effective Time. If, Parent shall depositafter the Effective Time, or shall cause Old Certificates are presented for transfer to be deposited, with the Exchange Agent, they shall be canceled and exchanged for the benefit of the holders of Company Common Stock, for exchange in accordance with this Article 3, the number of shares of Parent Common Stock sufficient to deliver the aggregate Per Share Merger Consideration payable deliverable in respect thereof pursuant to this Agreement (such shares of Parent Common Stock being hereinafter referred to as the “Exchange Fund”). (ii) Parent shall cause the Exchange Agent, pursuant to irrevocable instructions, to pay such Per Share Merger Consideration out of the Exchange Fund in accordance with the Merger Payment Schedule and the other applicable provisions contained procedures set forth in this Agreement. The Exchange Fund shall not be used for any other purposeSection 2.2. (iiie) If Any portion of the Merger Payment Schedule is delivered aggregate amount of cash to be paid pursuant to Section 1.5, any dividends or other distributions to be paid pursuant to this Section 2.2 or any proceeds from any investments thereof that remains unclaimed by the stockholders of the Company for six (6) months after the Effective Time shall be repaid by the Exchange Agent to Parent upon the written request of Parent. After such request is made, any stockholders of the Company who have not theretofore complied with this Section 2.2 shall look only to Parent for the Merger Consideration, any cash in accordance with Section 3.2(ilieu of fractional shares, and any unpaid dividends and distributions on the Parent Common Stock deliverable in respect of each share of Company Common Stock such stockholder holds, as determined pursuant to this Agreement, in each case without any interest thereon. Notwithstanding the foregoing, neither the Exchange Agent nor any party to this Agreement (or any affiliate thereof) on shall be liable to any former holder of Company Common Stock for any amount delivered to a public official pursuant to applicable abandoned property, escheat or prior to the date that is similar laws. (Af) at least two Business Days prior to the Closing Date, then Parent and the Company Exchange Agent shall take reasonable steps be entitled to cause rely upon the applicable Per Share Company’s stock transfer books to establish the identity of those persons entitled to receive the Merger Consideration Consideration, which books shall be conclusive with respect thereto. In the event of a dispute with respect to be issued to the applicable holder ownership of Capital Stock in book-entry form as soon as reasonably practicablestock represented by any Old Certificate, but in no event more than two Business Days, following the Closing Date, or (B) less than two Business Days prior to the Closing Date, then Parent and the Company Exchange Agent shall take all necessary actions be entitled to cause the applicable Per Share deposit any Merger Consideration to represented thereby in escrow with an independent third party and thereafter be issued to the applicable holder of Capital Stock in book-entry form within two Business Days after such delivery; provided that the Per Share Merger Consideration shall not be issued relieved with respect to shares any claims thereto. (g) If any Old Certificate shall have been lost, stolen or destroyed, upon the making of Capital Stock represented by a Certificate until the applicable holder of such Capital Stock has surrendered such Certificate (or an affidavit of loss in lieu thereof) to that fact by the Exchange Agent. (iv) If any Per Share Merger Consideration is person claiming such Old Certificate to be issued to a person other than the holder of Capital Stock in whose name the surrendered Certificate lost, stolen or the transferred shares of Capital Stock in book-entry form is registereddestroyed and, it shall be a condition to the issuance of the applicable portion of such Per Share Merger Consideration that, in addition to any other requirements set forth in if required by the Exchange Agent Agreementor Parent, (A) either the posting by such Certificate shall be properly endorsed or shall otherwise be person of a bond in proper form for transfer or such share of Capital Stock in book-entry form shall be properly transferred and (B) the person requesting such consideration pay to amount as the Exchange Agent may direct as indemnity against any transfer or similar Taxes required as a result of claim that may be made against it with respect to such consideration being issued to a person other than the registered holder of such Certificate or share of Capital Stock in book-entry form or establish to the satisfaction of Old Certificate, the Exchange Agent that will issue in exchange for such transfer lost, stolen or similar Taxes have been paid or are not payabledestroyed Old Certificate the Merger Consideration deliverable in respect thereof pursuant to this Agreement.

Exchange Procedures. (ia) On As promptly as practicable after the Closing Date and Effective Time, but in no event later than ten (10) days thereafter, Parent shall cause the Exchange Agent to mail to each person who was, immediately prior to the Effective Time, a holder of record of one or more Old Certificates representing shares of Company Common Stock that have been converted at the Effective Time into the right to receive the Merger Consideration pursuant to Article I, a letter of transmittal in customary form and reasonably acceptable to Parent and the Company (which shall depositspecify that delivery shall be effected, and risk of loss and title to the Old Certificates shall pass, only upon proper delivery of the Old Certificates (or surrender of Book-Entry Shares) to the Exchange Agent) and instructions for use in effecting the surrender of the Old Certificates in exchange for the consideration for certificates representing the number of whole Parent Common Stock, any cash in lieu of fractional shares and the cash portion of the Merger Consideration which shares of Company Common Stock represented by such Old Certificate or Old Certificates shall cause have been converted into the right to receive pursuant to this Agreement, as well as any dividends or distributions to be depositedpaid pursuant to Section 2.2(b). From and after the Effective Time, with upon proper surrender of an Old Certificate or Old Certificates for exchange and cancellation to the Exchange Agent, for together with such properly completed letter of transmittal duly executed, the benefit holder of the holders such Old Certificate or Old Certificates shall be entitled to receive in exchange therefor, as applicable, (i) a New Certificate representing that number of whole shares of Parent Common Stock to which such holder of Company Common StockStock shall have become entitled pursuant to the provisions of Article I and (ii) payment representing the amount of (A) the cash portion of the Merger Consideration which such holder has the right to receive in respect of the Old Certificate or Old Certificates surrendered pursuant to the provisions of this Article II, for exchange (B) any cash in lieu of fractional shares which such holder has the right to receive in respect of the Old Certificate or Old Certificates surrendered pursuant to the provisions of this Article II and (C) any dividends or distributions which the holder thereof has the right to receive pursuant to this Section 2.2, and the Old Certificate or Old Certificates so surrendered shall forthwith be cancelled. No interest will be paid or accrued with respect to any property to be delivered upon surrender of Old Certificates. Until surrendered as contemplated by this Section 2.2, each Old Certificate shall be deemed at any time after the Effective Time to represent only the right to receive, upon surrender, the Merger Consideration and any cash in lieu of fractional shares or in respect of dividends or distributions as contemplated by this Section 2.2. (b) No dividends or other distributions declared with respect to shares of Parent Common Stock shall be paid to the holder of any unsurrendered Old Certificate until the holder thereof shall surrender such Old Certificate in accordance with this Article 3II. After the surrender of an Old Certificate in accordance with this Article II, the number of record holder thereof shall be entitled to receive any such dividends or other distributions, without any interest thereon, which theretofore had become payable after the Effective Time with respect to whole shares of Parent Common Stock sufficient which the shares of Company Common Stock represented by such Old Certificate have been converted into the right to deliver the aggregate Per Share Merger Consideration payable pursuant to this Agreement receive. (such c) If any New Certificate representing shares of Parent Common Stock being hereinafter referred to as the “Exchange Fund”). (ii) Parent shall cause the Exchange Agent, pursuant to irrevocable instructions, to pay such Per Share Merger Consideration out of the Exchange Fund in accordance with the Merger Payment Schedule and the other applicable provisions contained in this Agreement. The Exchange Fund shall not be used for any other purpose. (iii) If the Merger Payment Schedule is delivered to the Exchange Agent in accordance with Section 3.2(i) on or prior to the date that is (A) at least two Business Days prior to the Closing Date, then Parent and the Company shall take reasonable steps to cause the applicable Per Share Merger Consideration to be issued to the applicable holder of Capital Stock in book-entry form as soon as reasonably practicable, but in no event more than two Business Days, following the Closing Date, or (B) less than two Business Days prior to the Closing Date, then Parent and the Company shall take all necessary actions to cause the applicable Per Share Merger Consideration to be issued to the applicable holder of Capital Stock in book-entry form within two Business Days after such delivery; provided that the Per Share Merger Consideration shall not be issued with respect to shares of Capital Stock represented by a Certificate until the applicable holder of such Capital Stock has surrendered such Certificate (or an affidavit of loss in lieu thereof) to the Exchange Agent. (iv) If any Per Share Merger Consideration is to be issued to in a person name other than that in which the holder of Capital Stock in whose name the surrendered Old Certificate or the transferred shares of Capital Stock Old Certificates surrendered in book-entry form exchange therefor is or are registered, it shall be a condition to of the issuance of thereof that the applicable portion of such Per Share Merger Consideration that, in addition to any other requirements set forth in the Exchange Agent Agreement, (A) either such Old Certificate or Old Certificates so surrendered shall be properly endorsed (or shall accompanied by an appropriate instrument of transfer) and otherwise be in proper form for transfer or such share of Capital Stock in book-entry form shall be properly transferred transfer, and (B) that the person requesting such consideration exchange shall pay to the Exchange Agent in advance any transfer or other similar Taxes required as by reason of the issuance of a result New Certificate representing shares of such consideration being issued to a person Parent Common Stock in any name other than that of the registered holder of such the Old Certificate or share of Capital Stock in book-entry form Old Certificates surrendered, or required for any other reason, or shall establish to the satisfaction of the Exchange Agent that such transfer or similar Taxes have Tax has been paid or are is not payable. (d) After the Effective Time, there shall be no transfers on the stock transfer books of the Company of the shares of Company Common Stock that were issued and outstanding immediately prior to the Effective Time. (e) Notwithstanding anything to the contrary contained herein, no New Certificates or scrip representing fractional shares of Parent Common Stock shall be issued upon the surrender for exchange of Old Certificates, no dividend or distribution with respect to shares of Parent Common Stock shall be payable on or with respect to any fractional share, and such fractional share interests shall not entitle the owner thereof to vote or to any other rights of a stockholder of Parent. In lieu of the issuance of any such fractional share, Parent shall pay to each former stockholder of the Company who otherwise would be entitled to receive such fractional share an amount in cash (rounded to the nearest cent) determined by multiplying (i) the Parent Stock Value by (ii) the fraction of a share of Parent Common Stock (rounded to the nearest thousandth when expressed in decimal form) to which such holder would otherwise be entitled (after taking into account all shares of Company Common Stock owned by such holder as of immediately prior to the Effective Time). (f) Any portion of the Exchange Fund that remains unclaimed by the stockholders of the Company for one (1) year after the Effective Time shall be paid to the Surviving Corporation. Any former stockholders of the Company who have not theretofore exchanged their Old Certificates pursuant to this Article II shall thereafter look only to the Surviving Corporation for payment of the Merger Consideration, cash in lieu of any fractional shares and any unpaid dividends and distributions on the shares of Parent Common Stock deliverable in respect of each former share of Company Common Stock such stockholders hold as determined pursuant to this Agreement, in each case, without any interest thereon. Notwithstanding the foregoing, none of Parent, the Company, the Surviving Corporation, the Exchange Agent or any other person shall be liable to any former holder of shares of Company Common Stock for any amount delivered in good faith to a public official pursuant to applicable abandoned property, escheat or similar laws. (g) Parent shall be entitled to deduct and withhold, or cause the Merger Sub or Exchange Agent to deduct and withhold, from the cash portion of the aggregate Merger Consideration, any cash in lieu of a fractional share of Parent Common Stock, cash dividends or distributions payable pursuant to this Section 2.2 or any other cash amounts otherwise payable pursuant to this Agreement to any holder of Company Common Stock, such amounts as it is required to deduct and withhold with respect to the making of such payment under the Code or any provision of state, local or foreign Tax law. To the extent that amounts are so withheld by Parent, Merger Sub or the Exchange Agent, as the case may be, and paid over to the appropriate governmental authority, the withheld amounts shall be treated for all purposes of this Agreement as having been paid to the holder of Company Common Stock in respect of which the deduction and withholding was made by Parent, Merger Sub or the Exchange Agent, as the case may be. (h) In the event any Old Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit in customary form of that fact by the person claiming such Old Certificate to be lost, stolen or destroyed and, if required by Parent, the posting by such person of a bond in such amount as Parent may determine is reasonably necessary as indemnity against any claim that may be made against it with respect to such Old Certificate, the Exchange Agent will issue in exchange for such lost, stolen or destroyed Old Certificate the Merger Consideration and any cash in lieu of fractional shares and dividends or distributions deliverable in respect thereof pursuant to this Agreement.

Exchange Procedures. Promptly (iand in any event within five (5) On the Closing Date and prior to Business Days) after the Effective Time, Parent shall depositcause the Exchange Agent to mail to each holder of record of a certificate which immediately prior to the Effective Time represented outstanding shares of Company Common Stock (each, a “Certificate”), and to each Option Holder from which Parent (or shall cause agent thereof) received prior to be depositedthe Closing Date an Option Consent pursuant Section 4.3(b), (i) a letter of transmittal in customary form and as reasonably approved by the Company and (ii) instructions for effecting the surrender of (A) the Certificates in exchange for the Merger Consideration payable with respect thereto or (B) the agreements representing the grant of such Company Stock Option (each, an “Option Agreement”) (or other reasonably acceptable evidence of surrender of such Company Stock Option as required by the Exchange Agent) in exchange for the Option Payments payable with respect thereto. Upon surrender of a Certificate or Option Agreement (or effective affidavit of loss required by Section 4.2(g) in lieu thereof) for cancellation to the Exchange Agent, for together with such letter of transmittal, duly executed, the benefit holder of such Certificate or Option Agreement shall be entitled to receive in exchange therefor the holders Merger Consideration or Option Payment that such holder has the right to receive pursuant to the provisions of this Article IV, after giving effect to any required withholding taxes pursuant to Section 4.2(f) and Section 4.3(b) hereof, and the Certificate or Option Agreement so surrendered shall immediately be cancelled. No interest will be paid or accrued on the cash payable upon the surrender of such Certificates or Option Agreements. In the event of a transfer of ownership of Company Common StockStock which is not registered in the transfer records of the Company, for exchange in accordance with this Article 3, it will be a condition of payment of the number of shares of Parent Common Stock sufficient to deliver the aggregate Per Share Merger Consideration payable pursuant to this Agreement (such shares of Parent Common Stock being hereinafter referred to as the “Exchange Fund”). (ii) Parent shall cause the Exchange Agent, pursuant to irrevocable instructions, to pay such Per Share Merger Consideration out of the Exchange Fund in accordance with the Merger Payment Schedule and the other applicable provisions contained in this Agreement. The Exchange Fund shall not be used for any other purpose. (iii) If the Merger Payment Schedule is delivered to the Exchange Agent in accordance with Section 3.2(i) on or prior to the date that is (A) at least two Business Days prior to the Closing Date, then Parent and the Company shall take reasonable steps to cause the applicable Per Share Merger Consideration to be issued to the applicable holder of Capital Stock in book-entry form as soon as reasonably practicable, but in no event more than two Business Days, following the Closing Date, or (B) less than two Business Days prior to the Closing Date, then Parent and the Company shall take all necessary actions to cause the applicable Per Share Merger Consideration to be issued to the applicable holder of Capital Stock in book-entry form within two Business Days after such delivery; provided that the Per Share Merger Consideration shall not be issued with respect to shares of Capital Stock represented by a Certificate until the applicable holder of such Capital Stock has surrendered such Certificate (or an affidavit of loss in lieu thereof) to the Exchange Agent. (iv) If any Per Share Merger Consideration is to be issued to a person other than the holder of Capital Stock in whose name the surrendered Certificate or the transferred shares of Capital Stock in book-entry form is registered, it shall be a condition to the issuance of the applicable portion of such Per Share Merger Consideration that, in addition to any other requirements set forth in the Exchange Agent Agreement, (A) either such Certificate shall be properly endorsed endorsed, with signatures guaranteed, or shall otherwise be in proper form for transfer or such share of Capital Stock in book-entry form shall be properly transferred and (B) that the person Person requesting such consideration payment will pay to the Exchange Agent any transfer or similar other Taxes required as a result by reason of such consideration being issued the payment to a person Person other than the registered holder of such the surrendered Certificate or share of Capital Stock in book-entry form or such Person will establish to the satisfaction of the Exchange Agent Parent that such transfer or similar Taxes have been paid or are not payableapplicable. Until surrendered as contemplated by this Section 4.2, each Certificate or Option Agreement (or effective affidavit of loss required by Section 4.2(g) in lieu thereof) shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration as contemplated by this Section 4.2 or the Option Payment as contemplated by Section 4.3(b). For purposes of this Agreement, the term “Person” shall mean an individual, corporation, partnership, limited liability company, joint venture, association, trust, unincorporated organization or other entity.

Exchange Procedures. Promptly after the Effective Time, TLLP shall cause the Exchange Agent to mail to each Holder, as of the Effective Time, of QEPM Common Units (other than QEP Field Services) a form of letter of transmittal (the “Letter of Transmittal”) (which shall specify that delivery shall be effected, and risk of loss and title to the QEPM Certificates or Book‑Entry QEPM Common Units shall pass, only upon proper delivery of the QEPM Certificates to the Exchange Agent or, in the case of Book-Entry QEPM Common Units, upon adherence to the procedures set forth in the Letter of Transmittal, and which shall have such other provisions as may be necessary for the Holders of QEPM Common Units to be admitted to TLLP as limited partners of TLLP and which shall be in such form and have such other provisions as TLLP General Partner and QEPM General Partner may reasonably specify) and instructions for effecting the Surrender of such QEPM Certificates or Book-Entry QEPM Common Units in exchange for the TLLP Common Units, together with any distributions with respect thereto and any Fractional Unit Payment. Upon Surrender to the Exchange Agent of such QEPM Certificates or Book-Entry QEPM Common Units, together with such properly completed and duly executed Letter of Transmittal, the Holder of a QEPM Certificate or Book-Entry QEPM Common Units shall be entitled to (i) On the Closing Date number of full TLLP Common Units (which shall be in uncertificated book-entry form unless a physical certificate is requested) that the QEPM Certificates or Book-Entry QEPM Common Units Surrendered shall have been converted into the right to receive pursuant to this Agreement and (ii) the Fractional Unit Payment, if any, payable in redemption of any fractional TLLP Common Unit otherwise issuable. The instructions for effecting the Surrender of QEPM Certificates shall set forth procedures that must be taken by the Holder of any QEPM Certificate that has been lost, destroyed or stolen. It shall be a condition to the right of such Holder of a QEPM Certificate to receive TLLP Common Units and the Fractional Unit Payment, if any, that the Exchange Agent shall have received, along with the Letter of Transmittal, a duly executed lost certificate affidavit, including an agreement to indemnify TLLP, signed exactly as the name or names of the registered Holder or Holders appeared on the books of QEPM immediately prior to the Effective Time, Parent together with a customary bond and such other documents as TLLP may reasonably require in connection therewith. After the Effective Time, there shall depositbe no further transfer on the records of QEPM or its transfer agent of QEPM Certificates or Book-Entry QEPM Common Units; and if such QEPM Certificates or Book-Entry QEPM Common Units are presented to QEPM or its transfer agent for transfer, or they shall cause to be deposited, with the Exchange Agent, for the benefit canceled against delivery of the holders of Company TLLP Common StockUnits and any Fractional Unit Payment as hereinabove provided. Until Surrendered as contemplated by this Section 2.1(h), for exchange in accordance each QEPM Certificate or Book-Entry QEPM Common Unit shall be deemed at any time after the Effective Time to represent only the right to receive upon such Surrender the TLLP Common Units, together with this Article 3, the number of shares of Parent Common Stock sufficient to deliver the aggregate Per Share Merger Consideration payable pursuant to this Agreement (such shares of Parent Common Stock being hereinafter referred to as the “Exchange Fund”). (ii) Parent shall cause the Exchange Agent, pursuant to irrevocable instructions, to pay such Per Share Merger Consideration out of the Exchange Fund in accordance with the Merger Payment Schedule and the other applicable provisions contained in this Agreement. The Exchange Fund shall not be used for any other purpose. (iii) If the Merger Payment Schedule is delivered to the Exchange Agent in accordance with Section 3.2(i) on or prior to the date that is (A) at least two Business Days prior to the Closing Date, then Parent and the Company shall take reasonable steps to cause the applicable Per Share Merger Consideration to be issued to the applicable holder of Capital Stock in book-entry form as soon as reasonably practicable, but in no event more than two Business Days, following the Closing Date, or (B) less than two Business Days prior to the Closing Date, then Parent and the Company shall take all necessary actions to cause the applicable Per Share Merger Consideration to be issued to the applicable holder of Capital Stock in book-entry form within two Business Days after such delivery; provided that the Per Share Merger Consideration shall not be issued distributions with respect to shares of Capital Stock represented thereto, and any Fractional Unit Payment, as contemplated by a Certificate until the applicable holder of such Capital Stock has surrendered such Certificate (or an affidavit of loss in lieu thereof) to the Exchange Agent. (iv) If any Per Share Merger Consideration is to this Section 2.1. No interest will be issued to a person other than the holder of Capital Stock in whose name the surrendered Certificate or the transferred shares of Capital Stock in book-entry form is registered, it shall be a condition to the issuance of the applicable portion of such Per Share Merger Consideration that, in addition to any other requirements set forth in the Exchange Agent Agreement, (A) either such Certificate shall be properly endorsed or shall otherwise be in proper form for transfer or such share of Capital Stock in book-entry form shall be properly transferred and (B) the person requesting such consideration pay to the Exchange Agent any transfer or similar Taxes required as a result of such consideration being issued to a person other than the registered holder of such Certificate or share of Capital Stock in book-entry form or establish to the satisfaction of the Exchange Agent that such transfer or similar Taxes have been paid or are not payablewill accrue on any Fractional Unit Payment.

Exchange Procedures. As soon as reasonably practicable after the Initial Holdco Merger Effective Time, the Exchange Agent shall, and Marriott shall cause the Exchange Agent to, mail to each holder of record of a certificate that immediately prior to the Starwood Merger Effective Time represented outstanding shares of Starwood Common Stock whose shares were converted into the right to receive the Starwood Merger Consideration (a “Certificate”), which, by virtue of the Initial Holdco Merger, was subsequently converted into the right to receive the Merger Consideration, (i) On the Closing Date a letter of transmittal (which shall specify that delivery shall be effected, and prior risk of loss and title to the Effective TimeCertificates shall pass, Parent shall deposit, or shall cause only upon delivery of the Certificates to be deposited, with the Exchange Agent, for and which shall be in such form and have such other provisions as Marriott and the benefit of the holders of Company Common Stock, for exchange in accordance with this Article 3, the number of shares of Parent Common Stock sufficient to deliver the aggregate Per Share Merger Consideration payable pursuant to this Agreement (such shares of Parent Common Stock being hereinafter referred to as the “Exchange Fund”). Agent may reasonably specify) and (ii) Parent instructions for use in effecting the surrender of the Certificates in exchange for the Merger Consideration. Upon surrender of a Certificate for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by Marriott, together with such letter of transmittal, duly executed, and such other documents as may reasonably be required by Marriott or the Exchange Agent, the holder of such Certificate shall be entitled to receive in exchange therefor the Merger Consideration that such holder has the right to receive pursuant to the provisions of this Article II, and the Certificate so surrendered shall forthwith be canceled. Promptly after the Initial Holdco Merger Effective Time, Marriott shall cause the Exchange Agent, pursuant Agent to irrevocable instructions, issue and send to pay such Per Share Merger Consideration out of the Exchange Fund in accordance with the Merger Payment Schedule and the other applicable provisions contained in this Agreement. The Exchange Fund shall not be used for any other purpose. (iii) If the Merger Payment Schedule is delivered to the Exchange Agent in accordance with Section 3.2(i) on or prior to the date that is (A) at least two Business Days prior to the Closing Date, then Parent and the Company shall take reasonable steps to cause the applicable Per Share Merger Consideration to be issued to the applicable each holder of Capital Stock in book-entry form as soon as reasonably practicable, but in no event more than two Business Days, following the Closing Date, or (B) less than two Business Days prior to the Closing Date, then Parent and the Company shall take all necessary actions to cause the applicable Per Share Merger Consideration to be issued to the applicable holder of Capital Stock in book-entry form within two Business Days after such delivery; provided that the Per Share Merger Consideration shall not be issued with respect to uncertificated shares of Capital Starwood Common Stock represented by book entry that were converted into the right to receive the Starwood Merger Consideration (“Book-Entry Shares”), which, by virtue of the Initial Holdco Merger were subsequently converted into the right to receive the Merger Consideration, the Merger Consideration that such holder has the right to receive pursuant to the provisions of this Article II, without such holder being required to deliver a Certificate until the applicable holder of such Capital Stock has surrendered such Certificate (or an affidavit executed letter of loss in lieu thereof) transmittal to the Exchange Agent. (iv) , and such Book-Entry Shares shall forthwith be cancelled. If any Per Share portion of the Merger Consideration is to be issued registered in the name of or paid to a person other than the holder of Capital Stock person in whose name the applicable surrendered Certificate or the transferred shares of Capital Stock in book-entry form is registered, it shall be a condition to such registration or payment that the issuance of the applicable portion of such Per Share Merger Consideration that, in addition to any other requirements set forth in the Exchange Agent Agreement, (A) either such surrendered Certificate shall be properly endorsed or shall otherwise be in proper form for transfer or such share of Capital Stock in book-entry form shall be properly transferred and (B) the person requesting such consideration registration or payment of the Merger Consideration shall pay to the Exchange Agent any transfer or similar other Taxes required as a result by reason of such consideration being issued registration in the name of or payment to a person other than the registered holder of such Certificate or share of Capital Stock in book-entry form or establish to the reasonable satisfaction of the Exchange Agent that such transfer or similar Taxes have Tax has been paid or are is not payableapplicable. Until surrendered or cancelled as contemplated by this Section 2.2, each Certificate or Book-Entry Share shall be deemed at any time after the Initial Holdco Merger Effective Time to represent only the right to receive upon such surrender or cancellation the Merger Consideration. No interest shall be paid or shall accrue for the benefit of holders of Certificates or Book-Entry Shares on the Merger Consideration payable upon the surrender or cancellation of Certificates or Book-Entry Shares.

Exchange Procedures. (a) Buyer shall designate an exchange agent, reasonably acceptable to Seller, to act as agent (the "Exchange Agent") for purposes of conducting the exchange procedure as described herein. No later than five business days following the Effective Time, Buyer shall cause the Exchange Agent to mail or make available to each holder of record of a certificate or certificates which immediately prior to the Effective Time represented issued and outstanding shares of Seller Common Stock (the "Certificates") (i) On a notice and letter of transmittal (which shall specify that delivery shall be effected and risk of loss and title to the Closing Date Certificates shall pass only upon proper delivery of such Certificates to the Exchange Agent) advising such holder of the effectiveness of the Corporate Merger and the procedure for surrendering to the Exchange Agent such Certificate or Certificates in exchange for the Merger Consideration. (b) At or prior to the Effective Time, Parent Buyer shall depositdeliver to the Exchange Agent an amount of cash equal to the aggregate Merger Consideration. (c) Each holder of an outstanding Certificate or Certificates (other than holders of Dissenting Shares) who surrenders such Certificate or Certificates to the Exchange Agent will, or shall cause to be deposited, with upon acceptance thereof by the Exchange Agent, be entitled to the Merger Consideration for each share represented by the benefit of Certificate(s). The Exchange Agent shall accept such Certificates upon compliance with such reasonable terms and conditions as the holders of Company Common Stock, for Exchange Agent may impose to effect an orderly exchange thereof in accordance with this Article 3, the number of shares of Parent Common Stock sufficient to deliver the aggregate Per Share Merger Consideration payable pursuant to this Agreement (such shares of Parent Common Stock being hereinafter referred to as the “Exchange Fund”). (ii) Parent shall cause the Exchange Agent, pursuant to irrevocable instructions, to pay such Per Share Merger Consideration out of the Exchange Fund in accordance with the Merger Payment Schedule and the other applicable provisions contained in this Agreementnormal exchange practices. The Exchange Fund shall Each outstanding Certificate which is not be used for any other purpose. (iii) If the Merger Payment Schedule is delivered surrendered to the Exchange Agent in accordance with Section 3.2(i) on or prior the procedures provided for herein shall, except as otherwise herein provided, until duly surrendered to the date that is (A) at least two Business Days prior Exchange Agent be deemed to evidence ownership of only the Closing Date, then Parent and right to receive the Company shall take reasonable steps to cause the applicable Per Share Merger Consideration to be issued to for each share represented by the applicable holder of Capital Stock in book-entry form as soon as reasonably practicable, but in no event more than two Business Days, following the Closing Date, or Certificate. (Bd) less than two Business Days prior to the Closing Date, then Parent and the Company shall take all necessary actions to cause the applicable Per Share Merger Consideration to be issued to the applicable holder of Capital Stock in book-entry form within two Business Days after such delivery; provided that the Per Share Merger Consideration The Exchange Agent shall not be issued with respect obligated to shares of Capital Stock represented by a Certificate deliver the Merger Consideration until the applicable holder of such Capital Stock has surrendered such surrenders the Certificate (or Certificates as provided in this Section 2.6, or, in default thereof, an appropriate affidavit of loss and indemnity agreement and/or a bond as may be required in lieu thereof) to each case by the Exchange Agent. (iv) . If any Per Share Merger Consideration check is to be issued to in a person name other than that in which the holder of Capital Stock in whose name the surrendered Certificate or the transferred shares of Capital Stock in book-entry form is registered, it shall be a condition to of the issuance of thereof that the applicable portion of such Per Share Merger Consideration that, in addition to any other requirements set forth in the Exchange Agent Agreement, (A) either such Certificate so surrendered shall be properly endorsed or shall accompanied by an executed form of assignment separate from the Certificate and otherwise be in proper form for transfer or such share of Capital Stock in book-entry form shall be properly transferred and (B) that the person requesting such consideration exchange pay to the Exchange Agent any transfer or similar Taxes other tax required as by reason of the issuance of a result of such consideration being issued to a person check in any name other than that of the registered holder of such Certificate the certificate surrendered or share of Capital Stock in book-entry form or otherwise establish to the satisfaction of the Exchange Agent that such transfer or similar Taxes have tax has been paid or are is not payable. (e) Any portion of the cash delivered to the Exchange Agent by Buyer pursuant to Section 2.6(b) that remains unclaimed by the shareholders of Seller for six months after the Closing Date shall be delivered by the Exchange Agent to Buyer. Any shareholders of Seller who have not theretofore complied with Section 2.6(c) shall thereafter look only to Buyer for the Merger Consideration. If outstanding Certificates are not surrendered or the payment for them is not claimed prior to the date on which such payment would otherwise escheat to or become the property of any

Exchange Procedures. (ia) On As soon as reasonably practicable after the Closing Date and prior to date hereof, the Effective Time, Parent Company shall deposit, mail or shall cause to be depositedmailed or otherwise delivered to each Company Common Stockholder a Letter of Transmittal, with substantially in the Exchange Agentform of Exhibit D attached hereto (the “Letter of Transmittal”) which, for the benefit avoidance of doubt, shall include the holders obligation of each Company Common Stockholder to agree to Section 10.15 of this Agreement, together with any notice required pursuant to Section 262. Upon the delivery of any duly executed Letter of Transmittal, each such Company Common Stockholder shall be entitled to receive, subject to the terms and conditions hereof, the Company Common Stock Merger Consideration in respect of its, his or her shares of Company Common Stock, for exchange in accordance with this Article 3, the number of shares of Parent Common Stock sufficient to deliver the aggregate Per Share Merger Consideration payable pursuant to this Agreement (such shares of Parent Common Stock being hereinafter referred to as the “Exchange Fund”). (iib) Parent Continental Stock Transfer & Trust Company shall cause act, at Parent’s expense, as paying agent (the Exchange “Paying Agent”) in effecting the exchanges of Company Common Stock provided for herein pursuant to the Paying Agent Agreement substantially in the form attached hereto as Exhibit E (the “Paying Agent Agreement”). Following the delivery of a duly executed and completed Letter of Transmittal, each Company Common Stockholder shall receive from the Paying Agent, pursuant to irrevocable in exchange for each share of Company Common Stock such Company Common Stockholder holds, by wire transfer of same day funds (or, in the absence of wire transfer instructions, to pay such Per Share Merger Consideration out of the Exchange Fund in accordance with the Merger Payment Schedule and the other applicable provisions contained in this Agreement. The Exchange Fund shall not be used for any other purpose. by check) (iii) If the Merger Payment Schedule is delivered to the Exchange Agent in accordance with Section 3.2(ii) on or prior to the date that is Closing Date (Aif such Company Common Stockholder has delivered such duly executed and completed Letter of Transmittal no later than two (2) at least two Business Days prior to the Closing Date) or as promptly as practicable thereafter, then Parent and the Company shall take reasonable steps to cause the applicable Per Share Merger Consideration to be issued to the applicable holder of Capital Stock in book-entry form as soon as reasonably practicable, but in no event more than two Business Days, following the Closing Date, or (B) less than two Business Days prior to the Closing Date, then Parent and the Company shall take all necessary actions to cause the applicable Per Share Merger Consideration to be issued to the applicable holder of Capital Stock in book-entry form within two Business Days after such delivery; provided that the Per Share Portion of the Estimated Merger Consideration shall not be issued with respect to shares of Capital Stock represented by a Certificate until Consideration, (ii) the applicable holder of such Capital Stock has surrendered such Certificate (or an affidavit of loss in lieu thereof) to the Exchange Agent. (iv) If any Per Share Merger Consideration is to be issued to a person other than the holder of Capital Stock in whose name the surrendered Certificate or the transferred shares of Capital Stock in book-entry form is registered, it shall be a condition to the issuance Portion of the applicable portion Remaining Amount, if any, at the time of such its distribution pursuant to Section 3.6 (after taking into account the payment of any Securityholder Representative Costs and Expenses) and (iii) the Per Share Merger Consideration that, in addition to any other requirements set forth in the Exchange Agent Agreement, (A) either such Certificate shall be properly endorsed or shall otherwise be in proper form for transfer or such share of Capital Stock in book-entry form shall be properly transferred and (B) the person requesting such consideration pay to the Exchange Agent any transfer or similar Taxes required as a result of such consideration being issued to a person other than the registered holder of such Certificate or share of Capital Stock in book-entry form or establish to the satisfaction Portion of the Exchange Agent that such transfer or similar Taxes have been paid or are not payableExcess Amount, if any, at the time of its distribution pursuant to Section 3.6 (after taking into account the payment of any Securityholder Representative Costs and Expenses).