Common use of Exchange Procedures Clause in Contracts

Exchange Procedures. (a) At or prior to the Effective Time, Western shall deposit, or shall cause to be deposited, with such bank or trust company as Western shall elect (which may include a subsidiary of Western) (in such capacity, the "Exchange Agent"), for the benefit of the holders of certificates formerly representing shares of PNB Common Stock ("Old Certificates"), for exchange in accordance with this Article III, certificates representing the shares of Western Common Stock ("New Certificates") and an estimated amount of cash (such cash and New Certificates, together with any dividends or distributions with a record date occurring after the Effective Date with respect thereto, without any interest on any such cash, dividends or distributions, being hereinafter referred to as the "Exchange Fund") to be paid pursuant to this Article III in exchange for outstanding shares of PNB Common Stock. (b) As soon as practicable after the Effective Date, Western shall send or cause to be sent to each former holder of record of shares of PNB Common Stock immediately prior to the Effective Time transmittal materials for use in exchanging such shareholder's Old Certificates for the consideration set forth in this Article III, which transmittal materials PNB shall have had the opportunity to review prior to the Effective Date. Western shall cause the New Certificates into which shares of PNB Common Stock are converted on the Effective Date and any check in respect of any fractional share interests or dividends or distributions which the holder of such shares shall be entitled to receive upon delivery to the Exchange Agent of Old Certificates representing such shares (or an affidavit of lost certificate and, if required by the Exchange Agent, indemnity reasonably satisfactory to Western 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 such cash to be paid in lieu of fractional share interests or in respect of dividends or distributions which any such person shall be entitled to receive pursuant to this Article III upon such delivery. In the event of a transfer of ownership of any shares of PNB Common Stock not registered in the transfer records of PNB, the exchange described in this Section 3.4(b) may nonetheless be effected and a check for the cash to be paid in lieu of fractional shares may be issued to the transferee if the Old Certificate representing such PNB Common Stock is presented to the Exchange Agent, accompanied by documents sufficient, in the discretion of Western and the Exchange Agent, (i) to evidence and effect such transfer but for the provisions of Section 3.2 hereof and (ii) to evidence that all applicable stock transfer taxes have been paid. (c) If Old Certificates are not surrendered or the consideration therefor is not claimed prior to the date on which such consideration would otherwise escheat to or become the property of any governmental unit or agency, the unclaimed consideration shall, to the extent permitted by abandoned property and any other applicable law, become the property of the Surviving Corporation (and to the extent not in its possession shall be paid over to the Surviving Corporation), free and clear of all claims or interest of any person previously entitled to such claims. Notwithstanding the foregoing, neither the Exchange Agent nor any party hereto shall be liable to any former holder of PNB Common Stock for any amount properly delivered to a public official pursuant to applicable abandoned property, escheat or similar laws. (d) At the election of Western, no dividends or other distributions with respect to Western Common Stock with a record date occurring after the Effective Time shall be paid to the holder of any unsurrendered Old Certificate representing shares of PNB Common Stock converted in the Merger into the right to receive shares of such Western Common Stock until the holder thereof shall be entitled to receive New Certificates in exchange therefor in accordance with the procedures set forth in this Section 3.4, and no such shares of PNB Common Stock shall be eligible to vote until the holder of Old Certificates is entitled to receive New Certificates in accordance with the procedures set forth in this Section 3.4. After becoming so entitled in accordance with this Section 3.4, the record holder thereof also shall be entitled to receive any such dividends or other distributions, without any interest thereon, which theretofore had become payable with respect to shares of Western Common Stock such holder had the right to receive upon surrender of the Old Certificate. (e) Any portion of the Exchange Fund that remains unclaimed by the shareholders of PNB for six months after the Effective Time shall be returned by the Exchange Agent to Western. Any shareholders of PNB who have not theretofore complied with this Article III shall thereafter look only to Western for payment of the shares of Western Common Stock, cash in lieu of any fractional shares and unpaid dividends and distributions on Western Common Stock deliverable hereunder, in each case, without any interest thereon.

Exchange Procedures. (ai) At or prior to The record date for the purposes of the transactions contemplated hereby shall be the Closing Date. As soon as reasonably practicable after the Effective Time, Western shall deposit, or the Surviving Corporation shall cause the Exchange Agent to be deposited, with such bank or trust company as Western shall elect (which may include a subsidiary of Western) (in such capacity, the "Exchange Agent"), for the benefit of the holders of certificates formerly representing shares of PNB Common Stock ("Old Certificates"), for exchange in accordance with this Article III, certificates representing the shares of Western Common Stock ("New Certificates") and an estimated amount of cash (such cash and New Certificates, together with any dividends or distributions with a record date occurring after the Effective Date with respect thereto, without any interest on any such cash, dividends or distributions, being hereinafter referred to as the "Exchange Fund") to be paid pursuant to this Article III in exchange for outstanding shares of PNB Common Stock. (b) As soon as practicable after the Effective Date, Western shall send or cause to be sent mail to each former holder of record of shares of PNB Common Stock a certificate or certificates which immediately prior to the Effective Time represented outstanding shares of ▇▇▇▇▇ Common Stock (the "Certificates") converted pursuant to Section 2.01(a)(iii) into the right to receive the Merger Price (x) a letter of transmittal materials (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Agent and shall be in such form and have such other provisions as the Surviving Corporation may reasonably specify) and (y) instructions for use in exchanging such shareholder's Old effecting the surrender of the Certificates in exchange for the consideration set forth in this Article III, which transmittal materials PNB shall have had the opportunity to review prior Merger Price. Upon surrender of a Certificate for cancellation to the Effective Date. Western shall cause the New Certificates into which shares Exchange Agent, together with such letter of PNB Common Stock are converted on the Effective Date transmittal duly executed and any check completed in respect of any fractional share interests or dividends or distributions which accordance with its terms, the holder of such shares Certificate shall be entitled to receive upon delivery in exchange therefor an amount equal to the Exchange Agent Merger Price per share of Old Certificates representing ▇▇▇▇▇ Common Stock represented thereby, which such shares holder has the right to receive pursuant to the provisions of this Article II (or an affidavit of lost certificate andin accordance with applicable law), if required by the Exchange Agent, indemnity reasonably satisfactory to Western and the Exchange Agent, if Certificate so surrendered shall forthwith be canceled. In no event shall the holder of any of such certificates are lost, stolen or destroyed) owned by such shareholder. No interest will be paid on any such cash to be paid in lieu of fractional share interests or in respect of dividends or distributions which any such person shall Certificate be entitled to receive pursuant interest on any funds to this Article III upon such deliverybe received in the Merger. In the event of a transfer of ownership of any shares of PNB ▇▇▇▇▇ Common Stock which is not registered in the transfer records of PNB▇▇▇▇▇, the exchange described in this Section 3.4(b) may nonetheless be effected and a check for the cash to be paid in lieu of fractional shares Merger Price may be issued to the a transferee if the Old Certificate representing such PNB ▇▇▇▇▇ Common Stock is presented to the Exchange Agent, Agent accompanied by all documents sufficientrequired to evidence, in to the discretion satisfaction of Western and the Exchange AgentSurviving Corporation, (i) to evidence and effect that such transfer but for the provisions of Section 3.2 hereof had properly occurred and (ii) to evidence that all any applicable stock transfer taxes have had been properly paid. (cii) If Old Certificates are not Until surrendered or the consideration therefor is not claimed prior to the date on which such consideration would otherwise escheat to or become the property of any governmental unit or agencyas contemplated by this Section 2.02(b), the unclaimed consideration shall, to the extent permitted by abandoned property and any other applicable law, become the property of the Surviving Corporation (and to the extent not in its possession each Certificate shall be paid over to the Surviving Corporation), free and clear of all claims or interest of deemed at any person previously entitled to such claims. Notwithstanding the foregoing, neither the Exchange Agent nor any party hereto shall be liable to any former holder of PNB Common Stock for any amount properly delivered to a public official pursuant to applicable abandoned property, escheat or similar laws. (d) At the election of Western, no dividends or other distributions with respect to Western Common Stock with a record date occurring time after the Effective Time shall be paid to the holder of any unsurrendered Old Certificate representing shares of PNB Common Stock converted in the Merger into the right to receive shares of such Western Common Stock until the holder thereof shall be entitled to receive New Certificates in exchange therefor in accordance with the procedures set forth in this Section 3.4, and no such shares of PNB Common Stock shall be eligible to vote until the holder of Old Certificates is entitled to receive New Certificates in accordance with the procedures set forth in this Section 3.4. After becoming so entitled in accordance with this Section 3.4, the record holder thereof also shall be entitled to receive any such dividends or other distributions, without any interest thereon, which theretofore had become payable with respect to shares of Western Common Stock such holder had represent only the right to receive upon such surrender the Merger Price per share of ▇▇▇▇▇ Common Stock represented thereby as contemplated by this Article II, and shall not entitle the holder thereof to any rights of shareholders of the Old CertificateSurviving Corporation. (eiii) Any portion of the Exchange Fund that remains unclaimed The Surviving Corporation shall pay all charges and expenses incurred by the shareholders of PNB for six months after the Effective Time shall be returned by Surviving Corporation or the Exchange Agent to Western. Any shareholders in connection with the exchange of PNB who have not theretofore complied with this Article III shall thereafter look only to Western Certificates for payment cash. (iv) The parties acknowledge that the Exchange Agent may require each holder of the record of outstanding shares of Western Common Stock, cash in lieu of any fractional shares and unpaid dividends and distributions on Western ▇▇▇▇▇ Common Stock deliverable hereunderto execute and deliver such documents and instruments as the Exchange Agent may reasonably require to effectuate the surrender of such shares in exchange for the Merger Price, in each case, without including any interest thereonappropriate affidavits and tax forms.

Exchange Procedures. (a) At or prior to the Effective Time, Western shall deposit, or shall cause to be deposited, with such bank or trust company as Western shall elect (which may include a subsidiary of Western) (in such capacity, the "Exchange Agent"), for the benefit of the holders of certificates formerly representing shares of PNB Common Stock ("Old Certificates"), for exchange in accordance with this Article III, certificates representing the shares of Western Common Stock ("New Certificates") and an estimated amount of cash (such cash and New Certificates, together with any dividends or distributions with a record date occurring after the Effective Date with respect thereto, without any interest on any such cash, dividends or distributions, being hereinafter referred to as the "Exchange Fund") to be paid pursuant to this Article III in exchange for outstanding shares of PNB Common Stock. (b) As soon as practicable after the Effective DateTime, Western shall send or cause Parent will instruct the Exchange Agent to be sent mail to each former holder of record of shares of PNB Common Stock a certificate or certificates which immediately prior to the Effective Time represented outstanding shares of Company Common Stock (the "Certificates") that were converted pursuant to Section 2.1(a) into the right to receive shares of Parent Common Stock (i) a letter of transmittal materials (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 such form and have such other provisions as Parent may reasonably specify that are not inconsistent with the terms of this Agreement), and (ii) instructions for use in exchanging such shareholder's Old effecting the surrender of the Certificates in exchange for the consideration set forth in this Article III, which transmittal materials PNB shall have had the opportunity to review prior Merger Consideration. Upon surrender of a Certificate for cancellation to the Effective Date. Western shall cause the New Certificates into which shares Exchange Agent together with such letter of PNB Common Stock are converted on the Effective Date transmittal, duly executed, and any check in respect of any fractional share interests or dividends or distributions which such other customary documents as may be required pursuant to such instructions, the holder of such shares Certificate shall be entitled to receive upon delivery in exchange therefor (A) certificates evidencing that number of whole shares of Parent Common Stock which such holder has the right to receive in accordance with Section 2.1(a) in respect of the Exchange Agent shares of Old Certificates representing such shares (or an affidavit of lost certificate and, if required by the Exchange Agent, indemnity reasonably satisfactory to Western and the Exchange Agent, if any of such certificates are lost, stolen or destroyed) owned Company Common Stock formerly evidenced by such shareholder. No interest will be paid on Certificate, (B) any dividends or other distributions to which such holder is entitled pursuant to Section 2.2(c), and (C) any cash to be paid in lieu of any fractional share interests or in respect shares of dividends or distributions Parent Common Stock to which any such person shall be holder is entitled to receive pursuant to this Article III upon such deliverySection 2.2(d), after giving effect to any tax withholdings, and the Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of any shares of PNB Company Common Stock which is not registered in the transfer records of PNBthe Company as of the Effective Time, a certificate representing the exchange described in this Section 3.4(b) may nonetheless be effected and a check for the cash to be paid in lieu proper number of fractional shares of Parent Common Stock may be issued to the a transferee if the Old Certificate representing evidencing such PNB Company Common Stock is presented to the Exchange Agent, accompanied by all documents sufficient, in the discretion of Western and the Exchange Agent, (i) required to evidence and effect such transfer but for the provisions of pursuant to this Section 3.2 hereof 2.2(b) and (ii) to by evidence that all any applicable stock transfer taxes have been paid. (c) If Old Certificates are not surrendered or the consideration therefor is not claimed . Until so surrendered, each outstanding Certificate that, prior to the date on which such consideration would otherwise escheat to or become the property Effective Time, represented shares of any governmental unit or agency, the unclaimed consideration shall, to the extent permitted by abandoned property and any other applicable law, become the property of the Surviving Corporation (and to the extent not in its possession shall be paid over to the Surviving Corporation), free and clear of all claims or interest of any person previously entitled to such claims. Notwithstanding the foregoing, neither the Exchange Agent nor any party hereto shall be liable to any former holder of PNB Company Common Stock for any amount properly delivered to a public official pursuant to applicable abandoned property, escheat or similar laws. (d) At the election of Western, no dividends or other distributions with respect to Western Common Stock with a record date occurring will be deemed from and after the Effective Time shall be paid Time, for all corporate purposes, to the holder of any unsurrendered Old Certificate representing shares of PNB Common Stock converted in the Merger into the right to receive shares of such Western Common Stock until the holder thereof shall be entitled to receive New Certificates in exchange therefor in accordance with the procedures set forth in this Section 3.4, and no such shares of PNB Common Stock shall be eligible to vote until the holder of Old Certificates is entitled to receive New Certificates in accordance with the procedures set forth in this Section 3.4. After becoming so entitled in accordance with this Section 3.4, the record holder thereof also shall be entitled to receive any such dividends or other distributions, without any interest thereon, which theretofore had become payable with respect to shares of Western Common Stock such holder had represent only the right to receive upon surrender of the Old Certificate. (e) Any portion of the Exchange Fund that remains unclaimed by the shareholders of PNB for six months after the Effective Time shall be returned by the Exchange Agent to Western. Any shareholders of PNB who have not theretofore complied with this Article III shall thereafter look only to Western for payment of the a certificate representing shares of Western Parent Common Stock, any dividends or other distributions payable pursuant to Section 2.2(c) and any cash in lieu of any fractional shares and unpaid dividends and distributions on Western of Parent Common Stock deliverable hereunder, in each case, without any interest thereonpayable pursuant to Section 2.2(d).

Exchange Procedures. (ai) At As promptly as practicable after the date hereof, Adara shall use its reasonable best efforts to cause the Exchange Agent to mail to each record holder of Company Common Stock as evidenced by certificates (the “Certificates”) and entitled to receive the Per Share Closing Merger Consideration pursuant to this Article III: a letter of transmittal, which shall be in a form reasonably acceptable to Adara and the Company (the “Letter of Transmittal”) and shall specify (A) 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 (B) instructions for use in effecting the surrender of the Certificates (or affidavit of loss in lieu of the Certificate as provided in Section 3.02(i)) pursuant to the Letter of Transmittal. Within two (2) Business Days (but in no event prior to the Effective Time) after the surrender to the Exchange Agent of all Certificates held by such holder for cancellation (or affidavit of loss in lieu of the Certificate as provided in Section 3.02(i)), together with a Letter of Transmittal, duly completed and validly executed in accordance with the instructions thereto and such other documents as may be required pursuant to such instructions, the holder of such Certificates shall be entitled to receive in exchange therefore, and Adara shall cause the Exchange Agent to deliver the Per Share Closing Merger Consideration in accordance with the provisions of Section 3.01, and the Certificate so surrendered shall forthwith be cancelled. Until surrendered as contemplated by this Section 3.02, each Certificate entitled to receive the Per Share Closing Merger Consideration in accordance with this Article III shall be deemed at all times after the Effective Time to represent only the right to receive upon such surrender the Per Share Closing Merger Consideration that such holder is entitled to receive in accordance with the provisions of this Article III. (ii) Within two (2) Business Days following the Effective Time (but in no event prior to the Effective Time), Adara shall cause the Exchange Agent to deliver to each record holder of Company Common Stock, as of immediately prior to the Effective Time, Western shall deposit, or shall cause to be deposited, with such bank or trust company as Western shall elect (which may include a subsidiary of Western) (in such capacity, represented by book-entry the "Exchange Agent"), for the benefit of the holders of certificates formerly representing shares of PNB Common Stock ("Old Certificates"), for exchange Per Share Closing Merger Consideration in accordance with this Article III, certificates representing the shares of Western Common Stock ("New Certificates") and an estimated amount of cash (such cash and New Certificates, together with any dividends or distributions with a record date occurring after the Effective Date with respect thereto, without any interest on any such cash, dividends or distributions, being hereinafter referred to as the "Exchange Fund") to be paid pursuant to this Article III in exchange for outstanding shares of PNB Common Stock. (b) As soon as practicable after the Effective Date, Western shall send or cause to be sent to each former holder of record of shares of PNB Common Stock immediately prior to the Effective Time transmittal materials for use in exchanging such shareholder's Old Certificates for the consideration set forth in this Article III, which transmittal materials PNB shall have had the opportunity to review prior to the Effective Date. Western shall cause the New Certificates into which shares of PNB Common Stock are converted on the Effective Date and any check in respect of any fractional share interests or dividends or distributions which the holder of such shares shall be entitled to receive upon delivery to the Exchange Agent of Old Certificates representing such shares (or an affidavit of lost certificate and, if required by the Exchange Agent, indemnity reasonably satisfactory to Western 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 such cash to be paid in lieu of fractional share interests or in respect of dividends or distributions which any such person shall be entitled to receive pursuant to this Article III upon such delivery. In the event of a transfer of ownership of any shares of PNB Common Stock not registered in the transfer records of PNB, the exchange described in this Section 3.4(b) may nonetheless be effected and a check for the cash to be paid in lieu of fractional shares may be issued to the transferee if the Old Certificate representing such PNB Common Stock is presented to the Exchange Agent, accompanied by documents sufficient, in the discretion of Western and the Exchange Agent, (i) to evidence and effect such transfer but for the provisions of Section 3.2 hereof and (ii) to evidence that all applicable stock transfer taxes have been paid. (c) If Old Certificates are not surrendered or the consideration therefor is not claimed prior to the date on which such consideration would otherwise escheat to or become the property of any governmental unit or agency, the unclaimed consideration shall, to the extent permitted by abandoned property and any other applicable law, become the property of the Surviving Corporation (and to the extent not in its possession shall be paid over to the Surviving Corporation), free and clear of all claims or interest of any person previously entitled to such claims. Notwithstanding the foregoing, neither the Exchange Agent nor any party hereto shall be liable to any former holder of PNB Common Stock for any amount properly delivered to a public official pursuant to applicable abandoned property, escheat or similar laws. (d) At the election of Western, no dividends or other distributions with respect to Western Common Stock with a record date occurring after the Effective Time shall be paid to the holder of any unsurrendered Old Certificate representing shares of PNB Common Stock converted in the Merger into the right to receive shares of such Western Common Stock until the holder thereof shall be entitled to receive New Certificates in exchange therefor in accordance with the procedures set forth in this Section 3.43.01, and no such shares of PNB Company Common Stock shall forthwith be eligible to vote until the holder of Old Certificates is entitled to receive New Certificates in accordance with the procedures set forth in this Section 3.4. After becoming so entitled in accordance with this Section 3.4, the record holder thereof also shall be entitled to receive any such dividends or other distributions, without any interest thereon, which theretofore had become payable with respect to shares of Western Common Stock such holder had the right to receive upon surrender of the Old Certificatecancelled. (e) Any portion of the Exchange Fund that remains unclaimed by the shareholders of PNB for six months after the Effective Time shall be returned by the Exchange Agent to Western. Any shareholders of PNB who have not theretofore complied with this Article III shall thereafter look only to Western for payment of the shares of Western Common Stock, cash in lieu of any fractional shares and unpaid dividends and distributions on Western Common Stock deliverable hereunder, in each case, without any interest thereon.

Exchange Procedures. (a) At or prior to As soon as reasonably practicable ------------------- after the Effective Time, Western shall deposit, or the Surviving Corporation shall cause to be deposited, with such bank or trust company as Western shall elect (which may include a subsidiary of Western) (in such capacity, the "Exchange Agent"), for the benefit of the holders of certificates formerly representing shares of PNB Common Stock ("Old Certificates"), for exchange in accordance with this Article III, certificates representing the shares of Western Common Stock ("New Certificates") and an estimated amount of cash (such cash and New Certificates, together with any dividends or distributions with a record date occurring after the Effective Date with respect thereto, without any interest on any such cash, dividends or distributions, being hereinafter referred to as the "Exchange Fund") to be paid pursuant to this Article III in exchange for outstanding shares of PNB Common Stock. (b) As soon as practicable after the Effective Date, Western shall send or cause to be sent mailed to each former holder of record of shares of PNB Common Stock a certificate or certificates (the "Certificates") ------------ which immediately prior to the Effective Time transmittal materials for use in exchanging such shareholder's Old Certificates for the consideration set forth in this Article III, which transmittal materials PNB shall have had the opportunity to review prior to the Effective Date. Western shall cause the New Certificates into which represented outstanding shares of PNB Company Common Stock are Stock, whose shares were converted on the Effective Date and any check in respect of any fractional share interests or dividends or distributions which the holder of such shares shall be entitled to receive upon delivery to the Exchange Agent of Old Certificates representing such shares (or an affidavit of lost certificate and, if required by the Exchange Agent, indemnity reasonably satisfactory to Western 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 such cash to be paid in lieu of fractional share interests or in respect of dividends or distributions which any such person shall be entitled to receive pursuant to this Article III upon such delivery. In the event of a transfer of ownership of any shares of PNB Common Stock not registered in the transfer records of PNB, the exchange described in this Section 3.4(b) may nonetheless be effected and a check for the cash to be paid in lieu of fractional shares may be issued to the transferee if the Old Certificate representing such PNB Common Stock is presented to the Exchange Agent, accompanied by documents sufficient, in the discretion of Western and the Exchange Agent, (i) to evidence and effect such transfer but for the provisions of Section 3.2 hereof and (ii) to evidence that all applicable stock transfer taxes have been paid. (c) If Old Certificates are not surrendered or the consideration therefor is not claimed prior to the date on which such consideration would otherwise escheat to or become the property of any governmental unit or agency, the unclaimed consideration shall, to the extent permitted by abandoned property and any other applicable law, become the property of the Surviving Corporation (and to the extent not in its possession shall be paid over to the Surviving Corporation), free and clear of all claims or interest of any person previously entitled to such claims. Notwithstanding the foregoing, neither the Exchange Agent nor any party hereto shall be liable to any former holder of PNB Common Stock for any amount properly delivered to a public official pursuant to applicable abandoned property, escheat or similar laws. (d) At the election of Western, no dividends or other distributions with respect to Western Common Stock with a record date occurring after the Effective Time shall be paid to the holder of any unsurrendered Old Certificate representing shares of PNB Common Stock converted in the Merger into the right to receive shares of such Western Parent Common Stock until the holder thereof (and cash in lieu of fractional shares) pursuant to Section 1.6, (i) a letter of transmittal (which shall specify that delivery shall be entitled effected, and risk of loss and title to receive New the Certificates shall pass, only upon receipt of the Certificates by the Exchange Agent, and shall be in such form and have such other provisions as Parent may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange therefor for certificates (or book entries in the case of shares that are subject to vesting and/or repurchase rights in favor of Company) representing shares of Parent Common Stock (and cash in lieu of fractional shares). Upon surrender of a Certificate for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by Parent, together with such letter of transmittal, duly completed and validly executed in accordance with the procedures set forth in this Section 3.4instructions thereto, and no such shares of PNB Common Stock shall be eligible to vote until the holder of Old Certificates is entitled such Certificate shall be sent in exchange therefor a certificate (or book entry in the case of shares that are subject to vesting and/or repurchase rights) representing the number of whole shares of Parent Common Stock and payment in lieu of fractional shares which such holder has the right to receive New Certificates in accordance with pursuant to Section 1.6, and the procedures set forth in this Section 3.4Certificate so surrendered shall forthwith be canceled. After becoming Until so entitled in accordance with this Section 3.4surrendered, each outstanding Certificate that, prior to the record holder thereof also shall be entitled to receive any such dividends or other distributionsEffective Time, without any interest thereon, which theretofore had become payable with respect to represented shares of Western Company Common Stock such holder had will be deemed from and after the Effective Time to represent only the right to receive upon surrender of such Certificate the Old Certificatemerger consideration contemplated by Section 1. (e) Any portion of the Exchange Fund that remains unclaimed by the shareholders of PNB for six months after the Effective Time shall be returned by the Exchange Agent to Western. Any shareholders of PNB who have not theretofore complied with this Article III shall thereafter look only to Western for payment of the shares of Western Common Stock, cash in lieu of any fractional shares and unpaid dividends and distributions on Western Common Stock deliverable hereunder, in each case, without any interest thereon.

Exchange Procedures. nStor shall instruct the Exchange Agent to mail, within five (a5) At or prior to business days after the Effective Time, Western shall deposit, or shall cause to be deposited, with such bank or trust company as Western shall elect (which may include a subsidiary of Western) (in such capacity, the "Exchange Agent"), for the benefit of the holders of certificates formerly representing shares of PNB Common Stock ("Old Certificates"), for exchange in accordance with this Article III, certificates representing the shares of Western Common Stock ("New Certificates") and an estimated amount of cash (such cash and New Certificates, together with any dividends or distributions with a record date occurring after the Effective Date with respect thereto, without any interest on any such cash, dividends or distributions, being hereinafter referred to as the "Exchange Fund") to be paid pursuant to this Article III in exchange for outstanding shares of PNB Common Stock. (b) As soon as practicable after the Effective Date, Western shall send or cause to be sent to each former holder of record of shares of PNB Common Stock a certificate or certificates which immediately prior to the Effective Time evidenced outstanding shares of Company Common Stock (the "CERTIFICATES") (i) a letter of transmittal materials for use (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 exchanging such shareholder's Old form and have such other provisions as nStor may reasonably specify) and (ii) instructions to effect the surrender of the Certificates in exchange for the consideration set forth in this Article III, which transmittal materials PNB shall have had the opportunity to review prior certificates evidencing shares of nStor Common Stock and cash (if any). Upon surrender of a Certificate for cancellation to the Effective Date. Western shall cause the New Certificates into which shares Exchange Agent together with such letter of PNB Common Stock are converted on the Effective Date transmittal, duly executed, and any check in respect of any fractional share interests or dividends or distributions which such other customary documents as may be required pursuant to such instructions, the holder of such shares Certificate shall be entitled to receive upon delivery in exchange therefor (A) certificates evidencing that number of whole shares of nStor Common Stock that such holder has the right to receive in accordance with the Exchange Agent Ratio in respect of Old Certificates representing such the shares (or an affidavit of lost certificate and, if required by the Exchange Agent, indemnity reasonably satisfactory to Western and the Exchange Agent, if any of such certificates are lost, stolen or destroyed) owned Company Common Stock formerly evidenced by such shareholder. No interest will be paid on Certificate, (B) any dividends or other distributions to which such holder is entitled pursuant to SECTION 3.3(c), and (C) cash to be paid in lieu of fractional share interests or in respect shares of dividends or distributions nStor Common Stock to which any such person shall be holder is entitled to receive pursuant to this Article III upon such deliverySECTION 3.3(d) (the shares of nStor Common Stock, and the dividends, distributions and cash described in clauses (A), (B) and (C) being, collectively, the "MERGER CONSIDERATION"), and the Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of any shares of PNB Company Common Stock that is not registered in the transfer records of PNBthe Company, the exchange described in this Section 3.4(b) may nonetheless be effected and a check for the cash to be paid in lieu of fractional shares Merger Consideration may be issued and paid in accordance with this ARTICLE III to the a transferee if the Old Certificate representing evidencing such PNB shares of Company Common Stock is presented to the Exchange Agent, accompanied by all documents sufficient, in the discretion of Western and the Exchange Agent, (i) required to evidence and effect such transfer but for the provisions of Section 3.2 hereof and (ii) to by evidence that all any applicable stock transfer taxes have been paid. (c) If Old Certificates are not surrendered paid or by the consideration therefor is not claimed prior transferee requesting such payment paying to the date on which such consideration would otherwise escheat to or become the property of any governmental unit or agency, the unclaimed consideration shall, to the extent permitted by abandoned property and any other applicable law, become the property of the Surviving Corporation (and to the extent not in its possession shall be paid over to the Surviving Corporation), free and clear of all claims or interest of any person previously entitled to such claims. Notwithstanding the foregoing, neither the Exchange Agent nor any party hereto such transfer tax. Until surrendered as contemplated by this SECTION 3.3, each Certificate shall be liable to deemed at any former holder of PNB Common Stock for any amount properly delivered to a public official pursuant to applicable abandoned property, escheat or similar laws. (d) At the election of Western, no dividends or other distributions with respect to Western Common Stock with a record date occurring time after the Effective Time shall be paid to the holder of any unsurrendered Old Certificate representing shares of PNB Common Stock converted in the Merger into the right to receive shares of such Western Common Stock until the holder thereof shall be entitled to receive New Certificates in exchange therefor in accordance with the procedures set forth in this Section 3.4, and no such shares of PNB Common Stock shall be eligible to vote until the holder of Old Certificates is entitled to receive New Certificates in accordance with the procedures set forth in this Section 3.4. After becoming so entitled in accordance with this Section 3.4, the record holder thereof also shall be entitled to receive any such dividends or other distributions, without any interest thereon, which theretofore had become payable with respect to shares of Western Common Stock such holder had evidence only the right to receive upon such surrender of the Old CertificateMerger Consideration. (e) Any portion of the Exchange Fund that remains unclaimed by the shareholders of PNB for six months after the Effective Time shall be returned by the Exchange Agent to Western. Any shareholders of PNB who have not theretofore complied with this Article III shall thereafter look only to Western for payment of the shares of Western Common Stock, cash in lieu of any fractional shares and unpaid dividends and distributions on Western Common Stock deliverable hereunder, in each case, without any interest thereon.

Exchange Procedures. (a) At or prior to As soon as reasonably practicable after the Effective Time, Western shall deposit, or shall cause GT will instruct the Transfer Agent to be deposited, with such bank or trust company as Western shall elect (which may include a subsidiary of Western) (in such capacity, the "Exchange Agent"), for the benefit of the holders of certificates formerly representing shares of PNB Common Stock ("Old Certificates"), for exchange in accordance with this Article III, certificates representing the shares of Western Common Stock ("New Certificates") and an estimated amount of cash (such cash and New Certificates, together with any dividends or distributions with a record date occurring after the Effective Date with respect thereto, without any interest on any such cash, dividends or distributions, being hereinafter referred to as the "Exchange Fund") to be paid pursuant to this Article III in exchange for outstanding shares of PNB Common Stock. (b) As soon as practicable after the Effective Date, Western shall send or cause to be sent mail to each former holder of record of shares of PNB Company Common Stock immediately prior and the Redeemable Preferred Stock which were converted into GT Common Stock and GT Preferred Stock, respectively, pursuant to Section 1.6 hereof (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Effective Time transmittal materials for use Certificates shall pass, only upon proper delivery of the Certificates to the Transfer Agent and shall be in exchanging such shareholder's Old form and have such other provisions as GT may reasonably specify), and (ii) instructions to effect the surrender of the Certificates in exchange for the consideration set forth in this Article III, which transmittal materials PNB shall have had the opportunity to review prior to the Effective Date. Western shall cause the New Certificates into which certificates evidencing shares of PNB GT Common Stock are converted on or GT Preferred Stock, as the Effective Date case may be, cash in lieu of fractional shares in accordance with Section 1.6(f) and any check in respect of any fractional share interests or dividends or distributions which in accordance with Section 1.7(c). Upon surrender of a Certificate for cancellation to the Transfer Agent together with such letter of transmittal, duly executed, and such other customary documents as may be required pursuant to such instructions, the holder of such shares Certificate shall be entitled to receive upon delivery in exchange therefor (A) certificates evidencing that number of whole shares of GT Common Stock which such holder has the right to receive in accordance with the Exchange Agent of Old Certificates representing such shares (or an affidavit of lost certificate and, if required by the Exchange Agent, indemnity reasonably satisfactory to Western 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 such cash to be paid in lieu of fractional share interests or Ratio in respect of the Company Common Stock formerly evidenced by such Certificate, or certificates evidencing that number of shares of GT Preferred Stock which such holder has the right to receive in accordance with Section 1.6(a)(ii) in respect of the Redeemable Preferred Stock formerly evidenced by such Certificate, as appropriate, (B) any dividends or other distributions to which any such person shall be holder is entitled to receive pursuant to this Article III upon such deliverySection 1.7(c), and (C) cash in respect of fractional shares as provided in Section 1.6(f) (the shares of GT Common Stock and GT Preferred Stock and cash issued and paid pursuant to Sections 1.6 and 1.7(c) being, collectively, the "Merger Consideration"), and the Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of any shares of PNB Common Stock Shares which is not registered in the transfer records of PNBthe Company as of the Effective Time, the exchange described shares of GT Common Stock or GT Preferred Stock, dividends, distributions, and cash in this Section 3.4(b) may nonetheless be effected and a check for the cash to be paid in lieu respect of fractional shares shares, may be issued and paid in accordance with this Article I to the a transferee if the Old Certificate representing evidencing such PNB Common Stock Shares is presented to the Exchange Transfer Agent, accompanied by all documents sufficient, in the discretion of Western and the Exchange Agent, (i) required to evidence and effect such transfer but for the provisions of pursuant to this Section 3.2 hereof 1.7(b) and (ii) to by evidence that all any applicable stock transfer taxes have been paid. (c) If Old Certificates are not surrendered or the consideration therefor is not claimed . Until so surrendered, each outstanding Certificate that, prior to the date on which such consideration would otherwise escheat to or become the property of any governmental unit or agency, the unclaimed consideration shall, to the extent permitted by abandoned property and any other applicable law, become the property Effective Time represented shares of the Surviving Corporation (and to the extent not in its possession shall be paid over to the Surviving Corporation), free and clear of all claims or interest of any person previously entitled to such claims. Notwithstanding the foregoing, neither the Exchange Agent nor any party hereto shall be liable to any former holder of PNB Company Common Stock for any amount properly delivered to a public official pursuant to applicable abandoned propertyor the Redeemable Preferred Stock, escheat or similar laws. (d) At the election of Western, no dividends or other distributions with respect to Western Common Stock with a record date occurring will be deemed from and after the Effective Time shall be paid Time, for all corporate purposes, other than the payment of dividends and subject to Section 1.6(f) and other than Preferred Dissenting Shares, to evidence the holder ownership of any unsurrendered Old Certificate representing the number of full shares of PNB GT Common Stock converted in or GT Preferred Stock, as the Merger into the right to receive shares of such Western Common Stock until the holder thereof shall be entitled to receive New Certificates in exchange therefor in accordance with the procedures set forth in this Section 3.4case may be, and no cash in respect of fractional shares, into which such shares of PNB Common Stock shall be eligible to vote until the holder of Old Certificates is entitled to receive New Certificates in accordance with the procedures set forth in this Section 3.4. After becoming have been so entitled in accordance with this Section 3.4, the record holder thereof also shall be entitled to receive any such dividends or other distributions, without any interest thereon, which theretofore had become payable with respect to shares of Western Common Stock such holder had the right to receive upon surrender of the Old Certificateconverted. (e) Any portion of the Exchange Fund that remains unclaimed by the shareholders of PNB for six months after the Effective Time shall be returned by the Exchange Agent to Western. Any shareholders of PNB who have not theretofore complied with this Article III shall thereafter look only to Western for payment of the shares of Western Common Stock, cash in lieu of any fractional shares and unpaid dividends and distributions on Western Common Stock deliverable hereunder, in each case, without any interest thereon.

Exchange Procedures. (a) At or prior to the Effective Time, Western United shall deposit, or shall cause to be deposited, with such bank or trust company as Western shall elect (which may include a subsidiary of Western) (in such capacity, the "Exchange Agent"), for the benefit of the holders of certificates formerly representing shares of PNB Premier Common Stock ("“Old Certificates"”), for exchange in accordance with this Article IIIIV, (i) certificates representing the shares of Western United Common Stock ("“New Certificates"”) and (ii) an estimated amount of cash necessary to pay the cash portion of the Merger Consideration and any payments required by Section 2.02(b) (such cash and New Certificates, together with any dividends or distributions with a record date occurring after the Effective Date with respect thereto, without any interest on any such cash, dividends or distributions, being hereinafter referred to as the "“Exchange Fund") to ”). The Exchange Fund will be paid pursuant to this Article III distributed in exchange for outstanding shares of PNB Common Stockaccordance with the Exchange Agent’s normal and customary procedures established in connection with merger transactions. (b) As soon as practicable after the Effective DateTime, Western and in no event later than five business days thereafter, the Exchange Agent shall send or cause to be sent mail to each former holder of record of shares one or more Old Certificates who has not previously submitted such Old Certificates with a properly completed Election Form a letter of PNB Common Stock immediately prior transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Effective Time transmittal materials Old Certificates shall pass, only upon delivery of the Old Certificates to the Exchange Agent) and instructions for use in exchanging such shareholder's effecting the surrender of the Old Certificates in exchange for New Certificates, if any, that the consideration set forth holders of the Old Certificates are entitled to receive pursuant to Article IV, and the cash, if any, that the holders of the Old Certificates are entitled to receive pursuant to Article IV, any cash in this Article III, lieu of fractional shares into which transmittal materials PNB the shares of Premier Common Stock represented by the Old Certificates shall have had the opportunity been converted pursuant to review prior this Agreement and any payment required pursuant to Section 2.02(b) of this Agreement. Upon proper surrender of an Old Certificate for exchange and cancellation to the Effective Date. Western shall cause the New Certificates into which shares Exchange Agent, together with such properly completed letter of PNB Common Stock are converted on the Effective Date and any check in respect of any fractional share interests or dividends or distributions which transmittal, duly executed, the holder of such shares Old Certificates shall be entitled to receive upon delivery in exchange therefore (i) a New Certificate representing that number of whole shares of United Common Stock that such holder has the right to receive pursuant to Article IV, if any, (ii) a check representing the amount of the cash that such holder is entitled to receive pursuant to Article IV, if any, (iii) a check representing the amount of any cash in lieu of fractional shares which such holder has the right to receive in respect of the Old Certificates surrendered pursuant to the Exchange Agent provisions of this Article IV, and (iv) any payment required by Section 2.02(b), and the Old Certificates representing such shares so surrendered shall forthwith be cancelled. (or an affidavit of lost certificate and, if required by the Exchange Agent, indemnity reasonably satisfactory to Western and c) Neither the Exchange Agent, if any of such certificates are lostany, stolen or destroyed) owned by such shareholder. No interest will be paid on any such cash to be paid in lieu of fractional share interests or in respect of dividends or distributions which any such person shall be entitled to receive pursuant to this Article III upon such delivery. In the event of a transfer of ownership of any shares of PNB Common Stock not registered in the transfer records of PNB, the exchange described in this Section 3.4(b) may nonetheless be effected and a check for the cash to be paid in lieu of fractional shares may be issued to the transferee if the Old Certificate representing such PNB Common Stock is presented to the Exchange Agent, accompanied by documents sufficient, in the discretion of Western and the Exchange Agent, (i) to evidence and effect such transfer but for the provisions of Section 3.2 hereof and (ii) to evidence that all applicable stock transfer taxes have been paid. (c) If Old Certificates are not surrendered or the consideration therefor is not claimed prior to the date on which such consideration would otherwise escheat to or become the property of any governmental unit or agency, the unclaimed consideration shall, to the extent permitted by abandoned property and any other applicable law, become the property of the Surviving Corporation (and to the extent not in its possession shall be paid over to the Surviving Corporation), free and clear of all claims or interest of any person previously entitled to such claims. Notwithstanding the foregoing, neither the Exchange Agent nor any party hereto shall be liable to any former holder of PNB Premier Common Stock for any amount properly delivered to a public official pursuant to applicable abandoned property, escheat or similar laws. (d) At the election of Western, no No dividends or other distributions with respect to Western United Common Stock with a record date occurring after the Effective Time shall be paid to the holder of any unsurrendered Old Certificate representing shares of PNB Premier Common Stock converted in the Merger into the right to receive shares of such Western United Common Stock until the holder thereof shall be entitled to receive New Certificates in exchange therefor therefore in accordance with the procedures set forth in this Section 3.4, and no such shares of PNB Common Stock shall be eligible to vote until the holder of Old Certificates is entitled to receive New Certificates in accordance with the procedures set forth in this Section 3.44.05. After becoming so entitled in accordance with this Section 3.44.05, the record holder thereof also shall be entitled to receive any such dividends or other distributionsdistributions by the Exchange Agent, without any interest thereon, which theretofore had become payable with respect to shares of Western United Common Stock such holder had the right to receive upon surrender of the Old CertificateCertificates. (e) Any portion of the Exchange Fund that remains unclaimed by the shareholders stockholders of PNB Premier for six twelve months after the Effective Time shall be returned by the Exchange Agent paid to WesternUnited. Any shareholders stockholders of PNB Premier who have not theretofore complied with this Article III IV shall thereafter look only to Western United for payment of the shares of Western Common StockMerger Consideration, cash in lieu of any fractional shares and unpaid dividends and distributions on Western United Common Stock deliverable hereunderin respect of each share of Premier Common Stock such stockholder holds as determined pursuant to this Agreement, in each case, without any interest thereon.

Exchange Procedures. (a) At or prior to As soon as reasonably practicable after the Effective Time, Western shall deposit, or the Surviving Corporation shall cause the Exchange Agent to mail to each holder of a Certificate (i) a letter of transmittal which shall specify that delivery shall be depositedeffected, with such bank or trust company as Western and risk of loss and title to the Certificates shall elect (which may include a subsidiary pass, only upon delivery of Western) (in such capacity, the "Certificates to the Exchange Agent"), and which letter shall be in customary form and have such other provisions as Qwest may reasonably specify and (ii) instructions for effecting the benefit surrender of the holders of certificates formerly representing shares of PNB Common Stock ("Old Certificates"), for exchange in accordance with this Article III, certificates representing the shares of Western Common Stock ("New Certificates") and an estimated amount of cash (such cash and New Certificates, together with any dividends or distributions with a record date occurring after the Effective Date with respect thereto, without any interest on any such cash, dividends or distributions, being hereinafter referred to as the "Exchange Fund") to be paid pursuant to this Article III Certificates in exchange for outstanding shares the applicable Merger Consideration. Upon surrender of PNB Common Stock. (b) As soon as practicable after the Effective Date, Western shall send or cause to be sent to each former holder of record of shares of PNB Common Stock immediately prior to the Effective Time transmittal materials for use in exchanging such shareholder's Old Certificates for the consideration set forth in this Article III, which transmittal materials PNB shall have had the opportunity to review prior to the Effective Date. Western shall cause the New Certificates into which shares of PNB Common Stock are converted on the Effective Date and any check in respect of any fractional share interests or dividends or distributions which the holder of such shares shall be entitled to receive upon delivery a Certificate to the Exchange Agent together with such letter of Old Certificates representing transmittal, duly executed and completed in accordance with the instructions thereto, and such shares (or an affidavit of lost certificate and, if other documents as may reasonably be required by the Exchange Agent, indemnity reasonably satisfactory to Western and the Exchange Agent, if any holder of such certificates are lostCertificate shall be entitled to receive in exchange therefor (A) one or more shares of Qwest Common Stock representing, stolen or destroyed) owned in the aggregate, the whole number of shares that such holder has the right to receive pursuant to Section 1.8 (after taking into account all shares of LCI Common Stock then held by such shareholderholder) and (B) a check in the amount equal to the cash that such holder has the right to receive pursuant to the provisions of this Article II, including cash in lieu of any fractional shares of Qwest Common Stock pursuant to Section 2.5. No interest will be paid or will accrue on any such cash to be paid in lieu of fractional share interests or in respect of dividends or distributions which any such person shall be entitled to receive payable pursuant to this Article III upon such deliverySection 2.3 or Section 2.5. In the event of a transfer of ownership of any shares of PNB LCI Common Stock which is not registered in the transfer records of PNBLCI, one or more shares of Qwest Common Stock evidencing, in the aggregate, the exchange described in this Section 3.4(b) may nonetheless be effected and proper number of shares of Qwest Common Stock, a check for in the proper amount of cash to be paid in lieu of any fractional shares of Qwest Common Stock pursuant to Section 2.5 and any dividends or other distributions to which such holder is entitled pursuant to Section 2.3, may be issued with respect to the such LCI Common Stock to such a transferee if the Old Certificate representing such PNB shares of LCI Common Stock is presented to the Exchange Agent, accompanied by all documents sufficient, in the discretion of Western and the Exchange Agent, (i) required to evidence and effect such transfer but for the provisions of Section 3.2 hereof and (ii) to evidence that all any applicable stock transfer taxes have been paid. (c) If Old Certificates are not surrendered or the consideration therefor is not claimed prior to the date on which such consideration would otherwise escheat to or become the property of any governmental unit or agency, the unclaimed consideration shall, to the extent permitted by abandoned property and any other applicable law, become the property of the Surviving Corporation (and to the extent not in its possession shall be paid over to the Surviving Corporation), free and clear of all claims or interest of any person previously entitled to such claims. Notwithstanding the foregoing, neither the Exchange Agent nor any party hereto shall be liable to any former holder of PNB Common Stock for any amount properly delivered to a public official pursuant to applicable abandoned property, escheat or similar laws. (d) At the election of Western, no dividends or other distributions with respect to Western Common Stock with a record date occurring after the Effective Time shall be paid to the holder of any unsurrendered Old Certificate representing shares of PNB Common Stock converted in the Merger into the right to receive shares of such Western Common Stock until the holder thereof shall be entitled to receive New Certificates in exchange therefor in accordance with the procedures set forth in this Section 3.4, and no such shares of PNB Common Stock shall be eligible to vote until the holder of Old Certificates is entitled to receive New Certificates in accordance with the procedures set forth in this Section 3.4. After becoming so entitled in accordance with this Section 3.4, the record holder thereof also shall be entitled to receive any such dividends or other distributions, without any interest thereon, which theretofore had become payable with respect to shares of Western Common Stock such holder had the right to receive upon surrender of the Old Certificate. (e) Any portion of the Exchange Fund that remains unclaimed by the shareholders of PNB for six months after the Effective Time shall be returned by the Exchange Agent to Western. Any shareholders of PNB who have not theretofore complied with this Article III shall thereafter look only to Western for payment of the shares of Western Common Stock, cash in lieu of any fractional shares and unpaid dividends and distributions on Western Common Stock deliverable hereunder, in each case, without any interest thereon.

Exchange Procedures. (ai) At As promptly as practicable following the Parent Merger Effective Time (but in no event later than two (2) Business Days thereafter), MAA shall cause the Exchange Agent to mail (and to make available for collection by hand) to each holder of record of a Certificate or prior Book-Entry Share (A) a letter of transmittal (a “Letter of Transmittal”) which shall specify that delivery shall be effected, and risk of loss and title to the Effective TimeCertificates or Book-Entry Shares shall pass only upon proper delivery of the Certificates or Book-Entry Shares (or affidavits of loss in lieu thereof) to the Exchange Agent, Western which Letter of Transmittal shall deposit, or shall cause to be deposited, with such bank or trust company as Western shall elect (which may include a subsidiary of Western) (in such capacityform and have such other customary provisions as MAA and Colonial may reasonably agree upon, and (B) instructions for use in effecting the "Exchange Agent"), surrender of the Certificates or Book-Entry Shares in exchange for the benefit Merger Consideration into which the number of the holders of certificates formerly representing shares of PNB Colonial Common Stock ("Old Certificates"), for exchange in accordance with Shares previously represented by such Certificate or Book-Entry Share shall have been converted pursuant to this Article III, certificates representing the shares of Western Common Stock ("New Certificates") and an estimated amount of cash (such cash and New CertificatesAgreement, together with any amounts payable in respect of the Fractional Share Consideration in accordance with Section 3.9 and dividends or other distributions with a record date occurring after the Effective Date with respect thereto, without any interest on any such cash, dividends or distributions, being hereinafter referred to as the "Exchange Fund") to be paid pursuant to this Article III in exchange for outstanding shares of PNB MAA Common StockStock in accordance with Section 3.5(d). (bii) As soon as practicable after the Effective Date, Western shall send Upon surrender of a Certificate or cause to be sent to each former holder Book-Entry Share (or affidavit of record of shares of PNB Common Stock immediately prior to the Effective Time transmittal materials for use loss in exchanging such shareholder's Old Certificates for the consideration set forth in this Article III, which transmittal materials PNB shall have had the opportunity to review prior to the Effective Date. Western shall cause the New Certificates into which shares of PNB Common Stock are converted on the Effective Date and any check in respect of any fractional share interests or dividends or distributions which the holder of such shares shall be entitled to receive upon delivery lieu thereof) to the Exchange Agent Agent, together with a Letter of Old Certificates representing Transmittal duly completed and validly executed in accordance with the instructions thereto, and such shares (or an affidavit of lost certificate and, if other documents as may reasonably be required by the Exchange Agent, indemnity reasonably satisfactory to Western and the Exchange Agent, if any holder of such certificates are lost, stolen Certificate or destroyed) owned Book-Entry Share shall be entitled to receive in exchange therefor the Merger Consideration for each Colonial Common Share formerly represented by such shareholder. No interest will be paid on Certificate or Book-Entry Share pursuant to the provisions of this Article III plus any Fractional Share Consideration that such cash holder has the right to be paid in lieu receive pursuant to the provisions of fractional share interests or Section 3.9 and any amounts that such holder has the right to receive in respect of dividends or other distributions which any on shares of MAA Common Stock in accordance with Section 3.5(d) to be mailed or delivered by wire transfer, within two (2) Business Days following the later to occur of (A) the Parent Merger Effective Time or (B) the Exchange Agent’s receipt of such person Certificate (or affidavit of loss in lieu thereof), and the Certificate (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 customary exchange practices. Until surrendered as contemplated by this Section 3.5, each Certificate and Book-Entry Share shall be deemed, at any time after the Parent Merger Effective Time, to represent only the right to receive, upon such surrender, the Merger Consideration as contemplated by this Article III. No interest shall be paid or accrued for the benefit of holders of the Certificates or Book-Entry Shares on the Merger Consideration or the Fractional Share Consideration payable upon the surrender of the Certificates or Book-Entry Shares and any distributions to which such holder is entitled to receive pursuant to this Article III upon such delivery. Section 3.5(d) hereof. (iii) In the event of a transfer of ownership of any shares of PNB Colonial Common Stock Shares that is not registered in the transfer records of PNBColonial, the exchange described in this Section 3.4(b) may nonetheless be effected and a check for the cash to be paid in lieu of fractional shares may be issued to the transferee if the Old Certificate representing such PNB Common Stock is presented to the Exchange Agent, accompanied by documents sufficient, in the discretion of Western and the Exchange Agent, (i) to evidence and effect such transfer but for the provisions of Section 3.2 hereof and (ii) to evidence that all applicable stock transfer taxes have been paid. (c) If Old Certificates are not surrendered or the consideration therefor is not claimed prior to the date on which such consideration would otherwise escheat to or become the property of any governmental unit or agency, the unclaimed consideration shall, to the extent permitted by abandoned property and any other applicable law, become the property of the Surviving Corporation (and to the extent not in its possession it shall be paid over to the Surviving Corporation), free and clear a condition of all claims payment that any Certificate or interest of any person previously entitled to such claims. Notwithstanding the foregoing, neither the Exchange Agent nor any party hereto shall be liable to any former holder of PNB Common Stock for any amount properly delivered to a public official pursuant to applicable abandoned property, escheat or similar laws. (d) At the election of Western, no dividends or other distributions with respect to Western Common Stock with a record date occurring after the Effective Time shall be paid to the holder of any unsurrendered Old Certificate representing shares of PNB Common Stock converted in the Merger into the right to receive shares of such Western Common Stock until the holder thereof shall be entitled to receive New Certificates in exchange therefor Book-Entry Share surrendered in accordance with the procedures set forth in this Section 3.43.5(c) shall be properly endorsed or shall be otherwise in proper form for transfer, and no that the Person requesting such shares of PNB Common Stock payment shall be eligible to vote until the holder of Old Certificates is entitled to receive New Certificates in accordance with the procedures set forth in this Section 3.4. After becoming so entitled in accordance with this Section 3.4, the record holder thereof also shall be entitled to receive have paid any such dividends or transfer Taxes and other distributions, without any interest thereon, which theretofore had become payable with respect to shares of Western Common Stock such holder had the right to receive upon surrender Taxes required by reason of the Old Certificate. (e) Any portion of the Exchange Fund that remains unclaimed by the shareholders of PNB for six months after the Effective Time shall be returned by the Exchange Agent to Western. Any shareholders of PNB who have not theretofore complied with this Article III shall thereafter look only to Western for payment of the shares Merger Consideration to a Person other than the registered holder of Western Common Stock, cash in lieu the Certificate or Book-Entry Share surrendered or shall have established to the reasonable satisfaction of any fractional shares and unpaid dividends and distributions on Western Common Stock deliverable hereunder, in each case, without any interest thereonMAA that such Tax either has been paid or is not applicable.

Exchange Procedures. (a) At or prior to the Effective Time, Western shall deposit, or shall cause to be deposited, with such bank or trust company as Western shall elect (which may include a subsidiary of Western) (in such capacity, the "Exchange Agent"), for the benefit of the holders of certificates formerly representing shares of PNB Common Stock ("Old Certificates"), for exchange in accordance with this Article III, certificates representing the shares of Western Common Stock ("New Certificates") and an estimated amount of cash (such cash and New Certificates, together with any dividends or distributions with a record date occurring after the Effective Date with respect thereto, without any interest on any such cash, dividends or distributions, being hereinafter referred to as the "Exchange Fund") to be paid pursuant to this Article III in exchange for outstanding shares of PNB Common Stock. (b) As soon as practicable after the Effective DateTime, Western the Paying Agent shall send or cause to be sent mail to each former holder of record of shares of PNB Common Stock a Certificate or Certificates that, immediately prior to the Effective Time Time, represented outstanding Shares subsequently converted into the right to receive the Merger Consideration, as set forth in Section 1.4: (A) a letter of transmittal materials (a "Letter of Transmittal") that (i) shall specify that delivery shall be effected and risk of loss and title to the Certificates shall pass only upon proper delivery of the Certificates to the Paying Agent (or an affidavit of loss in lieu thereof, together with any bond or indemnity agreement, as contemplated by Section 2.6) 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 exchanging such shareholder's Old effecting the surrender of the Certificates in exchange for the consideration set forth in this Article III, which transmittal materials PNB shall have had the opportunity to review prior applicable Merger Consideration. (b) Upon surrender of a Certificate for cancellation to the Effective Date. Western shall cause the New Certificates into which shares Paying Agent, together with a Letter of PNB Common Stock are converted on the Effective Date Transmittal, duly completed and executed, and any check in respect of any fractional share interests other documents reasonably required by the Paying Agent or dividends or distributions which the Surviving Corporation, (A) the holder of such shares Certificate shall be entitled to receive upon delivery in exchange therefor a check representing the applicable amount of cash that such holder has the right to receive pursuant to Section 1.4 and (B) the Exchange Agent of Old Certificates representing such shares (or an affidavit of lost certificate and, if required by the Exchange Agent, indemnity reasonably satisfactory to Western and the Exchange Agent, if any of such certificates are lost, stolen or destroyed) owned by such shareholderCertificate so surrendered shall forthwith be canceled. No interest will be paid or accrued on any the cash payable upon surrender of the Certificates. Until surrendered as contemplated by this Section 2.2, each such cash to be paid in lieu of fractional share interests or in respect of dividends or distributions which any such person Certificate shall be entitled deemed at any time after the Effective Time to represent only the right to receive pursuant to this Article III upon such delivery. surrender the applicable Merger Consideration. (c) In the event of a transfer of ownership of any shares of PNB Common Stock Shares that is not registered in the transfer records of PNBthe Company, the exchange described in this Section 3.4(b) appropriate amount of the Merger Consideration may nonetheless be effected and a check for the cash to be paid in lieu of fractional shares may be issued to the a transferee if the Old Certificate representing such PNB Common Stock Shares is presented to the Exchange Agent, Paying Agent properly endorsed or accompanied by appropriate stock powers and otherwise in proper form for transfer and accompanied by all documents sufficient, in reasonably required by the discretion of Western and the Exchange Agent, (i) Paying Agent to evidence and effect such transfer but for the provisions of Section 3.2 hereof and (ii) to evidence that all any applicable stock transfer taxes Taxes have been paid. (c) If Old Certificates are not surrendered or the consideration therefor is not claimed prior to the date on which such consideration would otherwise escheat to or become the property of any governmental unit or agency, the unclaimed consideration shall, to the extent permitted by abandoned property and any other applicable law, become the property of the Surviving Corporation (and to the extent not in its possession shall be paid over to the Surviving Corporation), free and clear of all claims or interest of any person previously entitled to such claims. Notwithstanding the foregoing, neither the Exchange Agent nor any party hereto shall be liable to any former holder of PNB Common Stock for any amount properly delivered to a public official pursuant to applicable abandoned property, escheat or similar laws. (d) At the election of Western, no dividends or other distributions with respect to Western Common Stock with a record date occurring after the Effective Time shall be paid to the holder of any unsurrendered Old Certificate representing shares of PNB Common Stock converted in the Merger into the right to receive shares of such Western Common Stock until the holder thereof shall be entitled to receive New Certificates in exchange therefor in accordance with the procedures set forth in this Section 3.4, and no such shares of PNB Common Stock shall be eligible to vote until the holder of Old Certificates is entitled to receive New Certificates in accordance with the procedures set forth in this Section 3.4. After becoming so entitled in accordance with this Section 3.4, the record holder thereof also shall be entitled to receive any such dividends or other distributions, without any interest thereon, which theretofore had become payable with respect to shares of Western Common Stock such holder had the right to receive upon surrender of the Old Certificate. (e) Any portion of the Exchange Fund that remains unclaimed by the shareholders of PNB for six months after the Effective Time shall be returned by the Exchange Agent to Western. Any shareholders of PNB who have not theretofore complied with this Article III shall thereafter look only to Western for payment of the shares of Western Common Stock, cash in lieu of any fractional shares and unpaid dividends and distributions on Western Common Stock deliverable hereunder, in each case, without any interest thereon.

Exchange Procedures. (a) At or prior to Promptly after the Effective Time, Western Buyer shall deposit, or shall cause to be deposited, deposit with such bank or trust company as Western shall elect (which may include a subsidiary of Western) (in such capacity, the "Exchange Agent"), for the benefit of the holders of certificates formerly representing shares of PNB Common Stock ("Old Certificates"), for exchange in accordance with this Article IIISection 3.3, certificates representing the Merger Consideration and cash in an aggregate amount sufficient for payment in lieu of fractional shares of Western Buyer Common Stock to which holders of Seller Common Stock may be entitled pursuant to Section 3.8 ("New Certificates") and an estimated amount of cash (such cash and New Certificatescollectively, together with any dividends or distributions with a record date occurring after the Effective Date with respect thereto, without any interest on any such cash, dividends or distributions, being hereinafter referred to as the "“Exchange Fund") ”). In the event the cash in the Exchange Fund shall be insufficient to fully satisfy all of the payment obligations to be paid made by the Exchange Agent hereunder (including pursuant to this Article III Section 3.8), Buyer shall promptly make available to the Exchange Agent the amounts so required to satisfy such payment obligations in exchange for outstanding full. The Exchange Agent shall deliver the Merger Consideration and cash in lieu of any fractional shares of PNB Buyer Common StockStock out of the Exchange Fund. Except as contemplated by this Section 3.3 and Section 3.9, the Exchange Fund will not be used for any other purpose. (b) As Unless different timing is agreed to by Buyer and Seller, as soon as reasonably practicable after the Effective DateTime, Western shall send or cause to be sent to each former holder of record of shares of PNB Common Stock immediately prior to but in any event no more than seven business days after the Effective Time transmittal materials for use in exchanging such shareholder's Old Certificates for the consideration set forth in this Article IIITime, which transmittal materials PNB shall have had the opportunity to review prior to the Effective Date. Western Buyer shall cause the New Certificates into Exchange Agent to mail to the former shareholders of Seller appropriate transmittal materials (which shall specify that delivery shall be effected, and risk of loss and title to the certificates or other instruments theretofore representing shares of PNB Seller Common Stock are converted on the Effective Date and any check in respect of any fractional share interests or dividends or distributions which the holder shall pass, only upon proper delivery of such shares shall be entitled to receive upon delivery certificates or other instruments to the Exchange Agent of Old Certificates representing such shares (or an affidavit of lost certificate and, if required by the Exchange Agent, indemnity reasonably satisfactory to Western 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 such cash to be paid in lieu of fractional share interests or in respect of dividends or distributions which any such person shall be entitled to receive pursuant to this Article III upon such delivery). In the event of a transfer of ownership of any shares of PNB Seller Common Stock represented by one or more certificates that are not registered in the transfer records of PNBSeller, the exchange described Per Share Purchase Price payable for such shares as provided in this Section 3.4(b) may nonetheless be effected Sections 3.1 and a check for the cash to be paid in lieu of fractional shares 3.2 may be issued to the a transferee if the Old Certificate certificate or certificates representing such PNB Common Stock is presented shares are delivered to the Exchange Agent, accompanied by all documents sufficient, in the discretion of Western required to evidence such transfer and by evidence reasonably satisfactory to the Exchange Agent, (i) to evidence and effect Agent that such transfer but for the provisions of Section 3.2 hereof is proper and (ii) to evidence that all any applicable stock transfer taxes have been paid. (c) If Old Certificates are not surrendered . In the event any certificate representing Seller Common Stock certificate shall have been lost, mutilated, stolen, or destroyed, upon the consideration therefor is not claimed prior making of an affidavit of that fact by the person claiming such certificate to be lost, stolen, mutilated, or destroyed and the date on which posting by such consideration would otherwise escheat to or become the property person of a bond in such amount as Buyer may reasonably direct as indemnity against any governmental unit or agency, the unclaimed consideration shall, to the extent permitted by abandoned property and any other applicable law, become the property of the Surviving Corporation (and to the extent not in its possession shall claim that may be paid over to the Surviving Corporation), free and clear of all claims or interest of any person previously entitled made against it with respect to such claims. Notwithstanding the foregoingcertificate, neither the Exchange Agent nor any party hereto shall be liable to any former holder of PNB Common Stock for any amount properly delivered to a public official pursuant to applicable abandoned property, escheat or similar laws. (d) At the election of Western, no dividends or other distributions with respect to Western Common Stock with a record date occurring after the Effective Time shall be paid to the holder of any unsurrendered Old Certificate representing shares of PNB Common Stock converted in the Merger into the right to receive shares of such Western Common Stock until the holder thereof shall be entitled to receive New Certificates issue in exchange therefor for such lost, mutilated, stolen, or destroyed certificate the Per Share Purchase Price as provided for in accordance Sections 3.1 and 3.2. The Exchange Agent may establish such other reasonable and customary rules and procedures in connection with the procedures set forth in this Section 3.4its duties as it may deem appropriate. Buyer shall pay all charges and expenses, and no such shares of PNB Common Stock shall be eligible to vote until the holder of Old Certificates is entitled to receive New Certificates in accordance with the procedures set forth in this Section 3.4. After becoming so entitled in accordance with this Section 3.4, the record holder thereof also shall be entitled to receive any such dividends or other distributions, without any interest thereon, which theretofore had become payable with respect to shares of Western Common Stock such holder had the right to receive upon surrender of the Old Certificate. (e) Any portion including those of the Exchange Fund that remains unclaimed by Agent in connection with the shareholders of PNB for six months after the Effective Time shall be returned by the Exchange Agent to Western. Any shareholders of PNB who have not theretofore complied with this Article III shall thereafter look only to Western for payment distribution of the shares of Western Common Stock, cash Per Share Purchase Price as provided in lieu of any fractional shares Sections 3.1 and unpaid dividends and distributions on Western Common Stock deliverable hereunder, in each case, without any interest thereon3.

Exchange Procedures. (a) At or prior to the Effective Time, Western shall deposit, or shall cause to be deposited, with such bank or trust company as Western shall elect (which may include a subsidiary of Western) (in such capacity, the "Exchange Agent"), for the benefit of the holders of certificates formerly representing shares of PNB Common Stock ("Old Certificates"), for exchange in accordance with this Article III, certificates representing the shares of Western Common Stock ("New Certificates") and an estimated amount of cash (such cash and New Certificates, together with any dividends or distributions with a record date occurring after the Effective Date with respect thereto, without any interest on any such cash, dividends or distributions, being hereinafter referred to as the "Exchange Fund") to be paid pursuant to this Article III in exchange for outstanding shares of PNB Common Stock. (b) As soon as practicable after the Effective DateTime, Western the Paying Agent shall send or cause to be sent mail to each former holder of record of shares of PNB Common Stock a Certificate or Certificates that, immediately prior to the Effective Time Time, represented outstanding Shares subsequently converted into the right to receive the Merger Consideration, as set forth in Section 1.4: (i) a letter of transmittal materials (a “Letter of Transmittal”) that (A) shall specify that delivery shall be effected and risk of loss and title to the Certificates shall pass only upon proper delivery of the Certificates to the Paying Agent (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 Surviving Corporation may reasonably specify; and (ii) instructions for use in exchanging such shareholder's Old effecting the surrender of the Certificates in exchange for the consideration set forth in this Article III, which transmittal materials PNB shall have had the opportunity to review prior applicable Merger Consideration. (b) Upon surrender of a Certificate for cancellation to the Effective Date. Western shall cause the New Certificates into which shares Paying Agent, together with a Letter of PNB Common Stock are converted on the Effective Date Transmittal, duly completed and executed, and any check in respect of any fractional share interests other documents reasonably required by the Paying Agent or dividends or distributions which the Surviving Corporation, (i) the holder of such shares Certificate shall be entitled to receive upon delivery in exchange therefor a check representing the applicable amount of cash that such holder has the right to receive pursuant to Section 1.4 and (ii) the Exchange Agent of Old Certificates representing such shares (or an affidavit of lost certificate and, if required by the Exchange Agent, indemnity reasonably satisfactory to Western and the Exchange Agent, if any of such certificates are lost, stolen or destroyed) owned by such shareholderCertificate so surrendered shall forthwith be canceled. No interest will be paid or accrued on any the cash payable upon surrender of the Certificates. Until surrendered as contemplated by this Section 2.2, each such cash to be paid in lieu of fractional share interests or in respect of dividends or distributions which any such person Certificate shall be entitled deemed at any time after the Effective Time to represent only the right to receive pursuant to this Article III upon such delivery. surrender the applicable Merger Consideration. (c) In the event of a transfer of ownership of any shares of PNB Common Stock Shares that is not registered in the transfer records of PNBthe Company, the exchange described in this Section 3.4(b) appropriate amount of the Merger Consideration may nonetheless be effected and a check for the cash to be paid in lieu of fractional shares may be issued to the a transferee if the Old Certificate representing such PNB Common Stock Shares is presented to the Exchange Agent, Paying Agent properly endorsed or accompanied by appropriate stock powers and otherwise in proper form for transfer and accompanied by all documents sufficient, in reasonably required by the discretion of Western and the Exchange Agent, (i) Paying Agent to evidence and effect such transfer but for the provisions of Section 3.2 hereof and (ii) to evidence that all any applicable stock transfer taxes Taxes have been paid. (c) If Old Certificates are not surrendered or the consideration therefor is not claimed prior to the date on which such consideration would otherwise escheat to or become the property of any governmental unit or agency, the unclaimed consideration shall, to the extent permitted by abandoned property and any other applicable law, become the property of the Surviving Corporation (and to the extent not in its possession shall be paid over to the Surviving Corporation), free and clear of all claims or interest of any person previously entitled to such claims. Notwithstanding the foregoing, neither the Exchange Agent nor any party hereto shall be liable to any former holder of PNB Common Stock for any amount properly delivered to a public official pursuant to applicable abandoned property, escheat or similar laws. (d) At the election of Western, no dividends or other distributions with respect to Western Common Stock with a record date occurring after the Effective Time shall be paid to the holder of any unsurrendered Old Certificate representing shares of PNB Common Stock converted in the Merger into the right to receive shares of such Western Common Stock until the holder thereof shall be entitled to receive New Certificates in exchange therefor in accordance with the procedures set forth in this Section 3.4, and no such shares of PNB Common Stock shall be eligible to vote until the holder of Old Certificates is entitled to receive New Certificates in accordance with the procedures set forth in this Section 3.4. After becoming so entitled in accordance with this Section 3.4, the record holder thereof also shall be entitled to receive any such dividends or other distributions, without any interest thereon, which theretofore had become payable with respect to shares of Western Common Stock such holder had the right to receive upon surrender of the Old Certificate. (e) Any portion of the Exchange Fund that remains unclaimed by the shareholders of PNB for six months after the Effective Time shall be returned by the Exchange Agent to Western. Any shareholders of PNB who have not theretofore complied with this Article III shall thereafter look only to Western for payment of the shares of Western Common Stock, cash in lieu of any fractional shares and unpaid dividends and distributions on Western Common Stock deliverable hereunder, in each case, without any interest thereon.

Exchange Procedures. (a) At or prior to the Effective Time, Western shall deposit, or shall cause to be deposited, with such bank or trust company as Western shall elect (which may include a subsidiary of Western) (in such capacity, the "Exchange Agent"), for the benefit of the holders of certificates formerly representing shares of PNB Common Stock ("Old Certificates"), for exchange in accordance with this Article III, certificates representing the shares of Western Common Stock ("New Certificates") and an estimated amount of cash (such cash and New Certificates, together with any dividends or distributions with a record date occurring after the Effective Date with respect thereto, without any interest on any such cash, dividends or distributions, being hereinafter referred to as the "Exchange Fund") to be paid pursuant to this Article III in exchange for outstanding shares of PNB Common Stock. (b) As soon promptly as practicable after the Effective DateTime, Western Parent shall send send, or will cause the Exchange Agent to be sent send, to each former holder of record of Company Common Shares that were converted into the right to receive Parent Common Shares and cash in lieu of fractional shares pursuant to this Article 2, a letter of PNB transmittal and instructions (which shall be in customary form and specify that delivery shall be effected, and risk of loss and title shall pass, only upon delivery of the Company Common Stock immediately prior Shares to the Effective Time transmittal materials Exchange Agent), for use in exchanging such shareholder's Old Certificates for the consideration set forth in exchange contemplated by this Article III, which transmittal materials PNB shall have had the opportunity to review prior Section. Upon surrender of a certificate representing Company Common Shares to the Effective Date. Western shall cause the New Certificates into which shares Exchange Agent (a “Certificate”), together with a duly executed letter of PNB Common Stock are converted on the Effective Date and any check in respect of any fractional share interests or dividends or distributions which transmittal, the holder of such shares Certificate shall be entitled to receive upon delivery in exchange therefor a certificate representing that number of whole Parent Common Shares and cash which such holder has the right to receive pursuant to the provisions of this Article 2 (after giving effect to any required withholding tax). Until surrendered as contemplated by this Section, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive the Merger Consideration and unpaid dividends and distributions thereon, if any, as provided in this Article 2. If any portion of the Merger Consideration is to be paid to a Person other than the Person in whose name the Certificate is registered, it shall be a condition to such payment that the Certificate so surrendered shall be properly endorsed or otherwise be in proper form for transfer and that the Person requesting such payment shall pay to the Exchange Agent any transfer or other taxes required as a result of Old Certificates representing such shares (payment to a Person other than the registered holder of such Certificate or an affidavit establish to the satisfaction of lost certificate and, if required by the Exchange Agent, indemnity reasonably satisfactory to Western and the Exchange Agent, if Agent that such tax has been paid or is not payable. If any of such certificates are Certificate shall have been lost, stolen or destroyed) owned , upon the making of an affidavit of that fact by the Person claiming such Certificate to be lost, stolen or destroyed and, if reasonably required by Parent, the posting by such shareholder. No interest will be paid on any such cash to be paid in lieu of fractional share interests or in respect of dividends or distributions which any such person shall be entitled to receive pursuant to this Article III upon such delivery. In the event Person of a transfer of ownership of bond, in such reasonable amount as Parent may direct, as indemnity against any shares of PNB Common Stock not registered in the transfer records of PNB, the exchange described in this Section 3.4(b) may nonetheless be effected and a check for the cash to be paid in lieu of fractional shares claim that may be issued to the transferee if the Old Certificate representing such PNB Common Stock is presented to the Exchange Agent, accompanied by documents sufficient, in the discretion of Western and the Exchange Agent, (i) to evidence and effect such transfer but for the provisions of Section 3.2 hereof and (ii) to evidence that all applicable stock transfer taxes have been paid. (c) If Old Certificates are not surrendered or the consideration therefor is not claimed prior to the date on which such consideration would otherwise escheat to or become the property of any governmental unit or agency, the unclaimed consideration shall, to the extent permitted by abandoned property and any other applicable law, become the property of the Surviving Corporation (and to the extent not in its possession shall be paid over to the Surviving Corporation), free and clear of all claims or interest of any person previously entitled made against it with respect to such claims. Notwithstanding the foregoingCertificate, neither the Exchange Agent nor any party hereto shall be liable to any former holder of PNB Common Stock for any amount properly delivered to a public official pursuant to applicable abandoned propertywill deliver, escheat or similar laws. (d) At the election of Western, no dividends or other distributions with respect to Western Common Stock with a record date occurring after the Effective Time shall be paid to the holder of any unsurrendered Old Certificate representing shares of PNB Common Stock converted in the Merger into the right to receive shares of such Western Common Stock until the holder thereof shall be entitled to receive New Certificates in exchange therefor in accordance with the procedures set forth in this Section 3.4for such lost, and no such shares of PNB Common Stock shall be eligible to vote until the holder of Old Certificates is entitled to receive New Certificates in accordance with the procedures set forth in this Section 3.4. After becoming so entitled in accordance with this Section 3.4stolen or destroyed Certificate, the record holder thereof also shall be entitled to receive any such dividends or other distributions, without any interest thereon, which theretofore had become payable with respect to shares of Western Common Stock such holder had the right to receive upon surrender of the Old Certificate. (e) Any portion of the Exchange Fund that remains unclaimed by the shareholders of PNB for six months after the Effective Time shall be returned by the Exchange Agent Merger Consideration to Western. Any shareholders of PNB who have not theretofore complied which such Person is entitled, together with this Article III shall thereafter look only to Western for payment of the shares of Western Common Stock, cash in lieu of any fractional shares and unpaid dividends and distributions on Western any such Parent Common Stock deliverable hereunderShares, in each caseas contemplated by this Article 2. For purposes of this Agreement, without “Person” means an individual, a corporation, a limited liability company, a partnership, an association, a trust, a business, a joint venture or any interest thereonother entity or organization, including a Governmental Entity.

Exchange Procedures. (a) At or prior to As soon as reasonably practicable after the Effective Time, Western the Exchange Agent shall deposit, or shall cause to be deposited, with such bank or trust company as Western shall elect (which may include a subsidiary of Western) (in such capacity, the "Exchange Agent"), for the benefit of the holders of certificates formerly representing shares of PNB Common Stock ("Old Certificates"), for exchange in accordance with this Article III, certificates representing the shares of Western Common Stock ("New Certificates") and an estimated amount of cash (such cash and New Certificates, together with any dividends or distributions with a record date occurring after the Effective Date with respect thereto, without any interest on any such cash, dividends or distributions, being hereinafter referred to as the "Exchange Fund") to be paid pursuant to this Article III in exchange for outstanding shares of PNB Common Stock. (b) As soon as practicable after the Effective Date, Western shall send or cause to be sent mail to each former holder of record of shares of PNB Common Stock a certificate or certificates which immediately prior to the Effective Time represented outstanding shares of i-Cube Common Stock (the "Certificates") whose shares were converted into the right to receive the Merger Consideration pursuant to Section 2.01, (i) a letter of transmittal materials for use in exchanging such shareholder's Old Certificates for the consideration set forth in this Article III(which shall specify that delivery shall be effected, which transmittal materials PNB shall have had the opportunity to review prior and risk of loss and title to the Effective Date. Western Certificates shall cause the New Certificates into which shares of PNB Common Stock are converted on the Effective Date and any check in respect of any fractional share interests or dividends or distributions which the holder of such shares shall be entitled to receive pass, only upon delivery of the Certificates to the Exchange Agent and shall be in such form and have such other provisions as Razorfish and i-Cube may reasonably specify) and (ii) instructions for use in surrendering the Certificates in exchange for the Merger Consideration. Upon surrender of Old Certificates representing a Certificate for cancellation to the Exchange Agent, together with such shares (or an affidavit letter of lost certificate andtransmittal, if duly executed, and such other documents as may reasonably be required by the Exchange Agent, indemnity reasonably satisfactory to Western and the Exchange Agent, if any holder of such certificates are lost, stolen or destroyed) owned by Certificate shall receive in exchange therefor a certificate representing that number of whole shares of Razorfish Common Stock which such shareholder. No interest will be paid on any such cash to be paid in lieu of fractional share interests or in respect of dividends or distributions which any such person shall be entitled holder has the right to receive pursuant to the provisions of this Article III upon such deliveryII, certain dividends or other distributions in accordance with Section 2.02(c) and cash in lieu of any fractional share of Razorfish Common Stock in accordance with Section 2.02(e), and the Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of any shares of PNB i-Cube Common Stock which is not registered in the transfer records of PNBi-Cube, a certificate representing the exchange described proper number of shares of Razorfish Common Stock may be issued to a person (as defined in Section 8.03) other than the person in whose name the Certificate so surrendered is registered if such Certificate shall be properly endorsed or otherwise be in proper form for transfer and the person requesting such issuance shall pay any transfer or other taxes required by reason of the issuance of shares of Razorfish Common Stock to a person other than the registered holder of such Certificate or establish to the satisfaction of Razorfish that such tax has been paid or is not applicable. Until surrendered as contemplated by this Section 3.4(b) may nonetheless 2.02(b), each Certificate shall be effected deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration and a check for the any cash to be paid in lieu of fractional shares may of Razorfish Common Stock to be issued to the transferee if the Old Certificate representing such PNB Common Stock is presented to the Exchange Agent, accompanied by documents sufficient, or paid in the discretion of Western and the Exchange Agent, (i) to evidence and effect such transfer but for the provisions of Section 3.2 hereof and (ii) to evidence that all applicable stock transfer taxes have been paid. (c) If Old Certificates are not surrendered or the consideration therefor is not claimed prior to the date on which such consideration would otherwise escheat to or become the property of any governmental unit or agency, the unclaimed consideration shall, to the extent permitted by abandoned property and any other applicable law, become the property of the Surviving Corporation (and to the extent not in its possession shall be paid over to the Surviving Corporation), free and clear of all claims or interest of any person previously entitled to such claims. Notwithstanding the foregoing, neither the Exchange Agent nor any party hereto shall be liable to any former holder of PNB Common Stock for any amount properly delivered to a public official pursuant to applicable abandoned property, escheat or similar laws. (d) At the election of Western, no dividends or other distributions with respect to Western Common Stock with a record date occurring after the Effective Time shall be paid to the holder of any unsurrendered Old Certificate representing shares of PNB Common Stock converted in the Merger into the right to receive shares upon surrender of such Western Common Stock until the holder thereof shall be entitled to receive New Certificates in exchange therefor in accordance with the procedures set forth in this Section 3.4, and no such shares of PNB Common Stock shall be eligible to vote until the holder of Old Certificates is entitled to receive New Certificates in accordance with the procedures set forth in this Section 3.4. After becoming so entitled certificate in accordance with this Section 3.4, the record holder thereof also 2.02. No interest shall be entitled paid or will accrue on any cash payable to receive any such dividends or other distributions, without any interest thereon, which theretofore had become payable with respect holders of Certificates pursuant to shares the provisions of Western Common Stock such holder had the right to receive upon surrender of the Old Certificate. (e) Any portion of the Exchange Fund that remains unclaimed by the shareholders of PNB for six months after the Effective Time shall be returned by the Exchange Agent to Western. Any shareholders of PNB who have not theretofore complied with this Article III shall thereafter look only to Western for payment of the shares of Western Common Stock, cash in lieu of any fractional shares and unpaid dividends and distributions on Western Common Stock deliverable hereunder, in each case, without any interest thereonII.

Exchange Procedures. (ai) At or prior As promptly as practicable following the Effective Time (but in no event later than two (2) Business Days thereafter), the Surviving Entity shall cause the Exchange Agent to mail (and to make available for collection by hand) (A) to each holder of record of a Certificate (x) a letter of transmittal (a “Letter of Transmittal”), which shall specify that delivery shall be effected, and risk of loss and title to the Effective TimeCertificates shall pass only upon proper delivery of the Certificates (or affidavits of loss in lieu thereof) to the Exchange Agent, Western and which Letter of Transmittal shall deposit, or shall cause to be deposited, with such bank or trust company as Western shall elect (which may include a subsidiary of Western) (in such capacityform and have such other provisions as the Surviving Entity may reasonably specify, and (y) instructions for use in effecting the "Exchange Agent"), surrender of the Certificates in exchange for the benefit Merger Consideration into which the number of the holders of certificates formerly representing shares of PNB Company Common Stock ("Old Certificates"), for exchange in accordance with previously represented by such Certificate shall have been converted pursuant to this Article III, certificates representing the shares of Western Common Stock ("New Certificates") and an estimated amount of cash (such cash and New CertificatesAgreement, together with any amounts payable in respect of dividends or distributions on shares of Parent Common Stock in accordance with a record date occurring after Section 3.2(d) (which instructions shall provide that, at the Effective Date election of the surrendering holder, (1) Certificates may be surrendered by hand delivery or otherwise or (2) the Merger Consideration in exchange therefor, together with any amounts payable in respect thereto, without any interest on any such cash, of dividends or distributionsdistributions on shares of Parent Common Stock in accordance with Section 3.2(d), being hereinafter referred may be collected by hand by the surrendering holder or by check or wire transfer to as the "Exchange Fund"surrendering holder), (B) to be paid each holder of a Company Option, a certificate representing an option to acquire shares of Parent Common Stock or a check or direct deposit, in each case in an amount due and payable to such holder pursuant to this Article III Section 3.3(a) in exchange for outstanding respect of such Company Option, (C) to each holder of a Company Restricted Stock Unit, a certificate representing a Rollover RSU or a check or direct deposit, in each case in an amount due and payable to such holder pursuant to Section 3.3(b) in respect of such Company Restricted Stock Unit, (D) to each holder of a share of Company Restricted Stock, a certificate representing shares of PNB Parent Common Stock in an amount due and payable to such holder pursuant to Section 3.3(c) in respect of such share of Company Restricted Stock, (E) to each holder of a Company Performance Share, a certificate representing shares of Parent Common Stock in an amount due and payable to such holder pursuant to Section 3.3(d) in respect of such Company Performance Share, and (F) to each holder of a Company DER, the payment due and payable to such holder pursuant to Section 3.3(e). (bii) As soon as practicable after the Effective Date, Western shall send Upon surrender of a Certificate (or cause to be sent to each former holder affidavit of record of shares of PNB Common Stock immediately prior to the Effective Time transmittal materials loss in lieu thereof) for use in exchanging such shareholder's Old Certificates for the consideration set forth in this Article III, which transmittal materials PNB shall have had the opportunity to review prior to the Effective Date. Western shall cause the New Certificates into which shares of PNB Common Stock are converted on the Effective Date and any check in respect of any fractional share interests or dividends or distributions which the holder of such shares shall be entitled to receive upon delivery cancellation to the Exchange Agent Agent, together with a Letter of Old Certificates representing Transmittal duly completed and validly executed in accordance with the instructions thereto, and such shares (or an affidavit of lost certificate and, if other documents as may reasonably be required by the Exchange Agent, indemnity reasonably satisfactory to Western and the Exchange Agent, if any holder of such certificates are lost, stolen or destroyed) owned Certificate shall be entitled to receive in exchange therefor the Merger Consideration for each share of Company Common Stock formerly represented by such shareholder. No interest will be paid on Certificate pursuant to the provisions of this Article III plus any cash such cash holder is entitled to be paid receive in lieu of fractional share interests or shares of Parent Common Stock that such holder has the right to receive pursuant to the provisions of Section 3.1(b) and any amounts that such holder has the right to receive in respect of dividends or distributions which any on shares of Parent Common Stock in accordance with Section 3.7, 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 Effective Time or (B) the Exchange Agent’s receipt of such person Certificate (or affidavit of loss in lieu thereof), and the Certificate (or affidavit of loss in lieu thereof) so surrendered shall be forthwith canceled. 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 3.2, each Certificate shall be deemed, at any time after the Effective Time, to represent only the right to receive, upon such surrender, the Merger Consideration as contemplated by this Article III. 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. (iii) As promptly as practicable following the 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 that number of uncertificated whole shares of Parent Common Stock that such holder is entitled to receive pursuant to this Article III upon Section 3.1(b) in respect of such deliveryBook-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 shares of Parent Common Stock in accordance with Section 3.2(d) and any other amount such holder is entitled to receive in lieu of fractional shares of Parent Common Stock that such holder has the right to receive pursuant to the provisions of Section 3.1(b), 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 canceled. No interest shall be paid or accrued for the benefit of holders of Book-Entry Shares on the Merger Consideration payable in respect of the Book-Entry Shares. (iv) In the event of a transfer of ownership of any shares of PNB Company Common Stock that is not registered in the transfer records of PNBthe Company, the exchange described in this Section 3.4(b) may nonetheless be effected and a check for the cash to be paid in lieu of fractional shares may be issued to the transferee if the Old Certificate representing such PNB Common Stock is presented to the Exchange Agent, accompanied by documents sufficient, in the discretion of Western and the Exchange Agent, (i) to evidence and effect such transfer but for the provisions of Section 3.2 hereof and (ii) to evidence that all applicable stock transfer taxes have been paid. (c) If Old Certificates are not surrendered or the consideration therefor is not claimed prior to the date on which such consideration would otherwise escheat to or become the property of any governmental unit or agency, the unclaimed consideration shall, to the extent permitted by abandoned property and any other applicable law, become the property of the Surviving Corporation (and to the extent not in its possession it shall be paid over to the Surviving Corporation), free and clear a condition of all claims or interest of payment that any person previously entitled to such claims. Notwithstanding the foregoing, neither the Exchange Agent nor any party hereto shall be liable to any former holder of PNB Common Stock for any amount properly delivered to a public official pursuant to applicable abandoned property, escheat or similar laws. (d) At the election of Western, no dividends or other distributions with respect to Western Common Stock with a record date occurring after the Effective Time shall be paid to the holder of any unsurrendered Old Certificate representing shares of PNB Common Stock converted in the Merger into the right to receive shares of such Western Common Stock until the holder thereof shall be entitled to receive New Certificates in exchange therefor surrendered in accordance with the procedures set forth in this Section 3.43.2(c) shall be properly endorsed or shall be otherwise in proper form for transfer, or any Book-Entry Share shall be properly transferred, and no that the Person requesting such shares of PNB Common Stock payment shall be eligible to vote until the holder of Old Certificates is entitled to receive New Certificates in accordance with the procedures set forth in this Section 3.4. After becoming so entitled in accordance with this Section 3.4, the record holder thereof also shall be entitled to receive have paid any such dividends or Transfer Taxes and other distributions, without any interest thereon, which theretofore had become payable with respect to shares of Western Common Stock such holder had the right to receive upon surrender Taxes required by reason of the Old Certificate. (e) Any portion of the Exchange Fund that remains unclaimed by the shareholders of PNB for six months after the Effective Time shall be returned by the Exchange Agent to Western. Any shareholders of PNB who have not theretofore complied with this Article III shall thereafter look only to Western for payment of the shares Merger Consideration to a person other than the registered holder of Western Common Stock, cash in lieu the Certificate or Book-Entry Share surrendered or shall have established to the satisfaction of any fractional shares and unpaid dividends and distributions on Western Common Stock deliverable hereunder, in each case, without any interest thereonParent that such Tax either has been paid or is not applicable.

Exchange Procedures. (ai) At or prior to As promptly as practicable (and in any event within five (5) Business Days) after the Effective Time, Western shall deposit, or the Buyer shall cause the Exchange Agent to be depositedmail to each person who was, with such bank or trust company as Western shall elect (which may include a subsidiary of Western) (in such capacity, the "Exchange Agent"), for the benefit of the holders of certificates formerly representing shares of PNB Common Stock ("Old Certificates"), for exchange in accordance with this Article III, certificates representing the shares of Western Common Stock ("New Certificates") and an estimated amount of cash (such cash and New Certificates, together with any dividends or distributions with a record date occurring after at the Effective Date with respect theretoTime, without any interest on any such cash, dividends or distributions, being hereinafter referred to as the "Exchange Fund") to be paid pursuant to this Article III in exchange for outstanding shares of PNB Common Stock. (b) As soon as practicable after the Effective Date, Western shall send or cause to be sent to each former a holder of record of shares Company Shares entitled to receive the Merger Consideration pursuant to Section 2.1(c): (A) a letter of PNB Common Stock immediately prior transmittal (which shall be in customary form and shall specify that delivery shall be effected, and risk of loss and title to the Effective Time transmittal materials Company Shares shall be deemed to pass, only upon proper delivery of the Certificates (or affidavits of loss in lieu thereof together with any required indemnity pursuant to Section 2.2(j)) or transfer of the Book-Entry Company Shares to the Exchange Agent) and (B) instructions for use in exchanging effecting the surrender of the Certificates or transfer of the Book-Entry Company Shares pursuant to such shareholder's Old Certificates for the consideration set forth in this Article III, which transmittal materials PNB shall have had the opportunity to review prior to the Effective Date. Western shall cause the New Certificates into which shares letter of PNB Common Stock are converted on the Effective Date and any check in respect of any fractional share interests or dividends or distributions which the holder of such shares shall be entitled to receive upon delivery transmittal. (ii) Upon (A) surrender to the Exchange Agent of Old Certificates representing a Certificate for cancellation, together with such shares letter of transmittal properly completed and validly executed in accordance with the instructions thereto, or (or an affidavit of lost certificate and, if required B) receipt by the Exchange AgentAgent of an “agent’s message” in the case of Book-Entry Company Shares and, indemnity in each case, such other documents as may be reasonably satisfactory required pursuant to Western and such instructions, the Exchange Agent, if any holder of such certificates are lostCompany Shares shall receive promptly in exchange therefor cash in the amount equal to the Cash Consideration that such holder has the right to receive pursuant to Section 2.1(c), stolen or destroyed) owned by book-entry shares representing the Stock Consideration that such shareholder. No interest will be paid on any such holder has the right to receive pursuant to Section 2.1(c), cash to be paid in lieu of any fractional share interests or in respect shares of dividends or distributions which any Buyer Common Stock such person shall be holder is entitled to receive pursuant to this Article III upon Section 2.2(e) and any dividends or other distributions such deliveryholder is entitled to receive pursuant to Section 2.2(c); and the Certificates or Book-Entry Company Shares so surrendered shall forthwith be cancelled. In the event of a transfer of ownership of any shares of PNB Common Stock Company Shares which is not registered in the transfer records of PNBthe Company, cash in the exchange described in this amount equal to the Cash Consideration that such holder has the right to receive pursuant to Section 3.4(b) may nonetheless be effected and a check for 2.1(c), book-entry shares representing the Stock Consideration that such holder has the right to receive pursuant to Section 2.1(c), cash to be paid in lieu of any fractional shares of Buyer Common Stock such holder is entitled to receive pursuant to Section 2.2(e) and any dividends or other distributions such holder is entitled to receive pursuant to Section 2.2(c) may be issued to the a transferee if the Old Certificate or Book-Entry Company Shares representing such PNB Common Stock is Company Shares are presented to the Exchange Agent, accompanied by all documents sufficient, in the discretion of Western and the Exchange Agent, (i) required to evidence and effect such transfer but for the provisions of Section 3.2 hereof and (ii) to by evidence that all any applicable stock transfer taxes Taxes have been paid. (c. Until surrendered as contemplated by Section 2.1(c) If Old Certificates are not surrendered and this Section 2.2, each Certificate or the consideration therefor is not claimed prior to the date on which such consideration would otherwise escheat to or become the property of any governmental unit or agency, the unclaimed consideration shall, to the extent permitted by abandoned property and any other applicable law, become the property of the Surviving Corporation (and to the extent not in its possession Book-Entry Company Share shall be paid over to the Surviving Corporation), free and clear of deemed at all claims or interest of any person previously entitled to such claims. Notwithstanding the foregoing, neither the Exchange Agent nor any party hereto shall be liable to any former holder of PNB Common Stock for any amount properly delivered to a public official pursuant to applicable abandoned property, escheat or similar laws. (d) At the election of Western, no dividends or other distributions with respect to Western Common Stock with a record date occurring times after the Effective Time shall be paid to the holder of any unsurrendered Old Certificate representing shares of PNB Common Stock converted in the Merger into the right to receive shares of such Western Common Stock until the holder thereof shall be entitled to receive New Certificates in exchange therefor in accordance with the procedures set forth in this Section 3.4, and no such shares of PNB Common Stock shall be eligible to vote until the holder of Old Certificates is entitled to receive New Certificates in accordance with the procedures set forth in this Section 3.4. After becoming so entitled in accordance with this Section 3.4, the record holder thereof also shall be entitled to receive any such dividends or other distributions, without any interest thereon, which theretofore had become payable with respect to shares of Western Common Stock such holder had represent only the right to receive upon surrender of such surrender, in each case, without interest, the Old Certificate. (e) Any portion of the Exchange Fund that remains unclaimed by the shareholders of PNB for six months after the Effective Time shall be returned by the Exchange Agent to Western. Any shareholders of PNB who have not theretofore complied with this Article III shall thereafter look only to Western for payment of the shares of Western Common StockMerger Consideration, cash in lieu of any fractional shares and unpaid dividends and distributions on Western of Buyer Common Stock deliverable hereunder, in each case, without the holder of such Certificate or Book-Entry Company Share is entitled to receive pursuant to Section 2.2(e) and any interest thereondividends or other distributions such holder is entitled to receive pursuant to Section 2.2(c).

Exchange Procedures. (a) At or prior to As soon as reasonably practicable after the ------------------- Effective Time, Western the Exchange Agent shall deposit, or shall cause to be deposited, with such bank or trust company as Western shall elect (which may include a subsidiary of Western) (in such capacity, the "Exchange Agent"), for the benefit of the holders of certificates formerly representing shares of PNB Common Stock ("Old Certificates"), for exchange in accordance with this Article III, certificates representing the shares of Western Common Stock ("New Certificates") and an estimated amount of cash (such cash and New Certificates, together with any dividends or distributions with a record date occurring after the Effective Date with respect thereto, without any interest on any such cash, dividends or distributions, being hereinafter referred to as the "Exchange Fund") to be paid pursuant to this Article III in exchange for outstanding shares of PNB Common Stock. (b) As soon as practicable after the Effective Date, Western shall send or cause to be sent mail to each former holder of record of shares of PNB Common Stock a certificate or certificates which immediately prior to the Effective Time represented outstanding shares of Target Common Stock (each a "Certificate" and, collectively, the "Certificates") whose shares were converted pursuant to Section 2.1 into shares of Acquirer Common Stock (i) a letter of transmittal materials (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Agent and shall be in such form and have such other provisions as Acquirer and Target may reasonably specify) and (ii) instructions for use in exchanging such shareholder's Old effecting the surrender of the Certificates in exchange for the consideration set forth in this Article III, which transmittal materials PNB shall have had the opportunity to review prior certificates representing shares of Acquirer Common Stock. Upon surrender of a Certificate for cancellation to the Effective Date. Western shall cause the New Certificates into which shares Exchange Agent, together with such letter of PNB Common Stock are converted on the Effective Date and any check in respect of any fractional share interests or dividends or distributions which transmittal, duly executed, the holder of such shares Certificate shall be entitled to receive upon delivery in exchange therefor a certificate representing that number of whole shares of Acquirer Common Stock which such holder has the right to receive pursuant to the Exchange Agent provisions of Old Certificates representing such shares (or an affidavit of lost certificate and, if required by the Exchange Agent, indemnity reasonably satisfactory to Western this Article II 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 such cash to be paid in lieu of fractional share interests or shares in respect of dividends or distributions which any such person accordance with Section 2.2(f), and the Certificate so surrendered shall immediately be entitled to receive pursuant to this Article III upon such deliverycanceled. In the event of a transfer of ownership of any shares of PNB Target Common Stock which is not registered in the transfer records of PNBTarget, a certificate representing the exchange described in this Section 3.4(b) may nonetheless be effected and a check for the cash to be paid in lieu proper number of fractional shares of Acquirer Common Stock may be issued to the a transferee if the Old Certificate representing such PNB Target Common Stock is presented to the Exchange Agent, accompanied by all documents sufficient, in the discretion of Western and the Exchange Agent, (i) required to evidence and effect such transfer but for the provisions of Section 3.2 hereof and (ii) to by evidence that all any applicable stock transfer taxes have been paid. (c) If Old Certificates are not . Until surrendered or the consideration therefor is not claimed prior to the date on which such consideration would otherwise escheat to or become the property of any governmental unit or agencyas contemplated by this Section 2.2, the unclaimed consideration shall, to the extent permitted by abandoned property and any other applicable law, become the property of the Surviving Corporation (and to the extent not in its possession each Certificate shall be paid over to the Surviving Corporation), free and clear of all claims or interest of deemed at any person previously entitled to such claims. Notwithstanding the foregoing, neither the Exchange Agent nor any party hereto shall be liable to any former holder of PNB Common Stock for any amount properly delivered to a public official pursuant to applicable abandoned property, escheat or similar laws. (d) At the election of Western, no dividends or other distributions with respect to Western Common Stock with a record date occurring time after the Effective Time shall be paid to the holder of any unsurrendered Old Certificate representing shares of PNB Common Stock converted in the Merger into the right to receive shares of such Western Common Stock until the holder thereof shall be entitled to receive New Certificates in exchange therefor in accordance with the procedures set forth in this Section 3.4, and no such shares of PNB Common Stock shall be eligible to vote until the holder of Old Certificates is entitled to receive New Certificates in accordance with the procedures set forth in this Section 3.4. After becoming so entitled in accordance with this Section 3.4, the record holder thereof also shall be entitled to receive any such dividends or other distributions, without any interest thereon, which theretofore had become payable with respect to shares of Western Common Stock such holder had represent only the right to receive upon such surrender the certificate representing the number of shares of Acquirer Common Stock into which the Old Certificate. (e) Any portion shares of the Exchange Fund that remains unclaimed by the shareholders of PNB for six months after Target Common Stock represented thereby were converted at the Effective Time shall be returned by the Exchange Agent to Western. Any shareholders of PNB who have not theretofore complied with this Article III shall thereafter look only to Western for payment of the shares of Western Common Stock, and cash in lieu of any fractional shares and unpaid dividends and distributions on Western of Acquirer Common Stock deliverable hereunder, in each case, without any interest thereonas contemplated by this Section 2.2.

Exchange Procedures. (a) At or prior to the Effective Time, Western shall deposit, or shall cause to be deposited, with such bank or trust company as Western shall elect (which may include a subsidiary of Western) (in such capacity, the "Exchange Agent"), for the benefit of the holders of certificates formerly representing shares of PNB Common Stock ("Old Certificates"), for exchange in accordance with this Article III, certificates representing the shares of Western Common Stock ("New Certificates") and an estimated amount of cash (such cash and New Certificates, together with any dividends or distributions with a record date occurring after the Effective Date with respect thereto, without any interest on any such cash, dividends or distributions, being hereinafter referred to as the "Exchange Fund") to be paid pursuant to this Article III in exchange for outstanding shares of PNB Common Stock. (b) As soon as practicable after the Effective Date, Western shall send or cause to be sent to each former Each holder of record of shares of PNB First ▇▇▇▇▇▇▇ Common Stock immediately prior (“Holder”) shall have the right, subject to the Effective Time transmittal materials for use in exchanging such shareholder's Old Certificates for the consideration limitations set forth in this Article IIIII, which transmittal materials PNB to exchange First ▇▇▇▇▇▇▇ Common Stock for Merger Consideration in accordance with the following procedures: (a) If any portion of the Merger Consideration is to be paid to a Person other than the Person in whose name a certificates of the shares of First ▇▇▇▇▇▇▇ Common Stock (the “First ▇▇▇▇▇▇▇ Stock Certificates”) so surrendered is registered, it shall have had be a condition to such payment that such First ▇▇▇▇▇▇▇ Stock Certificate shall be properly endorsed or otherwise be in proper form for transfer and the opportunity to review prior Person requesting such payment shall pay to the Effective Date. Western shall cause Exchange Agent any transfer or other similar Taxes required as a result of such payment to a Person other than the New Certificates into which shares of PNB Common Stock are converted on the Effective Date and any check in respect of any fractional share interests or dividends or distributions which the registered holder of such shares First ▇▇▇▇▇▇▇ Stock Certificate, or establish to the reasonable satisfaction of the Exchange Agent that such Tax has been paid or is not payable. The Exchange Agent (or, subsequent to the six-month anniversary of the Effective Time, Tower) shall be entitled to receive upon delivery deduct and withhold from the Merger Consideration (including cash in lieu of fractional shares of Tower Common Stock) otherwise payable pursuant to this Agreement to any holder of First ▇▇▇▇▇▇▇ Common Stock such amounts as the Exchange Agent or Tower, as the case may be, is required to deduct and withhold under the Code, or any provision of Old state, local or foreign Tax law, with respect to the making of such payment. To the extent the amounts are so withheld by the Exchange Agent or Tower, as the case may be, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the holder of shares of First ▇▇▇▇▇▇▇ Common Stock in respect of whom such deduction and withholding was made by the Exchange Agent or Tower, as the case may be. (b) After the Effective Time there shall be no further registration or transfers of shares of First ▇▇▇▇▇▇▇ Common Stock. If, after the Effective Time, First ▇▇▇▇▇▇▇ Stock Certificates representing such are presented to the Surviving Corporation, they shall be cancelled and exchanged for the Merger Consideration in accordance with the procedures set forth in this Article II. (c) At any time following the one-year anniversary of the Effective Time, Tower shall be entitled to require the Exchange Agent to deliver to it any remaining portion of the Merger Consideration not distributed to Holders of shares of First ▇▇▇▇▇▇▇ Common Stock that was deposited with the Exchange Agent at the Effective Time (or an affidavit of lost certificate and, if required the “Exchange Fund”) (including any interest received with respect thereto and other income resulting from investments by the Exchange Agent, indemnity reasonably satisfactory to Western as directed by Tower), 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 such cash to be paid in lieu of fractional share interests or in respect of dividends or distributions which any such person Holders shall be entitled to receive pursuant look only to this Article III upon such delivery. In Tower (subject to abandoned property, escheat or other similar laws) with respect to the event of a transfer of ownership of Merger Consideration, any shares of PNB Common Stock not registered in the transfer records of PNB, the exchange described in this Section 3.4(b) may nonetheless be effected and a check for the cash to be paid in lieu of fractional shares may be issued to the transferee if the Old Certificate representing such PNB of Tower Common Stock is presented to the Exchange Agent, accompanied by documents sufficient, in the discretion of Western and the Exchange Agent, (i) to evidence and effect such transfer but for the provisions of Section 3.2 hereof and (ii) to evidence that all applicable stock transfer taxes have been paid. (c) If Old Certificates are not surrendered or the consideration therefor is not claimed prior to the date on which such consideration would otherwise escheat to or become the property of any governmental unit or agency, the unclaimed consideration shall, to the extent permitted by abandoned property and any dividends or other applicable lawdistributions with respect to Tower Common Stock payable upon due surrender of their First ▇▇▇▇▇▇▇ Stock Certificates, become the property of the Surviving Corporation (and to the extent not in its possession shall be paid over to the Surviving Corporation), free and clear of all claims or without any interest of any person previously entitled to such claimsthereon. Notwithstanding the foregoing, neither Tower nor the Exchange Agent nor any party hereto shall be liable to any former holder Holder of PNB Common a First ▇▇▇▇▇▇▇ Stock Certificate for any amount properly Merger Consideration (or dividends or distributions with respect thereto) or cash from the Exchange Fund in each case delivered to a public official pursuant to any applicable abandoned property, escheat or similar lawsLaws. (d) At In the election event any First ▇▇▇▇▇▇▇ Stock Certificates shall have been lost, stolen or destroyed, upon the making of Westernan affidavit of that fact by the Person claiming such First ▇▇▇▇▇▇▇ Stock Certificate(s) to be lost, no stolen or destroyed and, if required by Tower or the Exchange Agent, the posting by such Person of a bond in such sum as Tower may reasonably direct as indemnity against any claim that may be made against it or the Surviving Corporation with respect to such First ▇▇▇▇▇▇▇ Stock Certificate(s), Tower shall cause the Exchange Agent to issue the Merger Consideration deliverable in respect of the shares of First ▇▇▇▇▇▇▇ Common Stock represented by such lost, stolen or destroyed First ▇▇▇▇▇▇▇ Stock Certificates. (e) No dividends or other distributions with respect to Western Tower Common Stock with a record date occurring after the Effective Time shall be paid to the holder of any unsurrendered Old First ▇▇▇▇▇▇▇ Stock Certificate representing with respect to the shares of PNB Tower Common Stock represented thereby, and no cash payment in lieu of fractional shares shall be paid to any such holder pursuant to subsection (f) below, and all such dividends, other distributions and cash in lieu of fractional shares of Tower Common Stock shall be paid by Tower to the Exchange Agent and shall be included in the Exchange Fund, in each case until the surrender of such First ▇▇▇▇▇▇▇ Stock Certificate in accordance with subsection (f) below. Subject to the effect of applicable abandoned property, escheat or similar Laws, following surrender of any such First ▇▇▇▇▇▇▇ Stock Certificate there shall be paid to the Holder of a certificate for Tower Common Stock (a “Tower Stock Certificate”) representing whole shares of Tower Common Stock issued in exchange therefor, without interest, (i) at the time of such surrender, the amount of dividends or other distributions with a record date after the Effective Time theretofore paid with respect to such whole shares of Tower Common Stock and the amount of any cash payable in lieu of a fractional share of Tower Common Stock to which such Holder is entitled pursuant to subsection (f), 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 such surrender and with a payment date subsequent to such surrender payable with respect to such whole shares of Tower Common Stock. Tower shall make available to the Exchange Agent cash for these purposes, if necessary. (f) No Tower Stock Certificates representing fractional shares of Tower Common Stock shall be issued upon the surrender for exchange of First ▇▇▇▇▇▇▇ Stock Certificates; no dividend or distribution by Tower shall relate to such fractional share interests; and such fractional share interests will not entitle the owner thereof to vote or to any rights as a shareholder of Tower. In lieu of any such fractional shares, each Holder of a First ▇▇▇▇▇▇▇ Stock Certificate who would otherwise have been entitled to receive a fractional share interest in exchange for such First ▇▇▇▇▇▇▇ Stock Certificate shall receive from the Exchange Agent an amount in cash equal to the product obtained by multiplying (A) the fractional share interest to which such Holder (after taking into account all shares of First ▇▇▇▇▇▇▇ Common Stock held by such holder at the Effective Time) would otherwise be entitled by (B) the Closing Tower Share Value. (g) Tower, in the exercise of its reasonable discretion, shall have the right to make all determinations, not inconsistent with the terms of this Agreement, governing (A) the compliance by any First ▇▇▇▇▇▇▇ Shareholder with the exchange procedures set forth herein, (B) the issuance and delivery of Tower Stock Certificates into which shares of First ▇▇▇▇▇▇▇ Common Stock are converted in the Merger and (C) the method of payment of cash in lieu of fractional shares of Tower Common Stock where the holder of the applicable First ▇▇▇▇▇▇▇ Stock Certificate has no right to receive whole shares of Tower Common Stock. (h) Prior to the Effective Time, Tower will deposit with the Exchange Agent certificates representing shares of Tower Common Stock sufficient to pay in a timely manner, and Tower shall instruct the Exchange Agent to timely pay, the aggregate Merger Consideration. In addition, prior to the Effective Time, Tower shall deposit with the Exchange Agent sufficient cash to permit prompt payment of the cash in lieu of fractional shares of Tower Common Stock, and Tower shall instruct the Exchange Agent to timely pay the cash in lieu of fractional shares of Tower Common Stock where the holder of the applicable First ▇▇▇▇▇▇▇ Stock Certificate has no right to receive whole shares of Tower Common Stock. (i) As soon as reasonably practicable after the Effective Time, Tower shall cause the Exchange Agent to mail to each holder of record of a First ▇▇▇▇▇▇▇ Stock Certificate(s) which immediately prior to the Effective Time represented outstanding shares of First ▇▇▇▇▇▇▇ Common Stock whose shares were converted into the right to receive the Merger Consideration pursuant to Section 1.4 and any cash in lieu of fractional shares of such Western Tower Common Stock until to be issued or paid in consideration therefor, (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the First ▇▇▇▇▇▇▇ Stock Certificate(s) shall pass, only upon delivery of the First ▇▇▇▇▇▇▇ Stock Certificate(s) (or affidavits of loss in lieu of such certificates)) (the “Letter of Transmittal”) to the Exchange Agent and shall be substantially in such form and have such other provisions as shall be determined by Tower and (ii) instructions for use in surrendering the First ▇▇▇▇▇▇▇ Stock Certificate(s) in exchange for the Merger Consideration and any cash in lieu of fractional shares of Tower Common Stock to be issued or paid in consideration therefor upon surrender of such certificate in accordance with Section 2.2(f) and any dividends or distributions to which such holder thereof shall is entitled pursuant to Section 2.2(e). (j) Upon surrender to the Exchange Agent of its First ▇▇▇▇▇▇▇ Stock Certificate(s), accompanied by a properly completed Letter of Transmittal, a Holder of First ▇▇▇▇▇▇▇ Common Stock will be entitled to receive New Certificates promptly after the Effective Time the Merger Consideration in exchange therefor in accordance with respect of the procedures set forth in this Section 3.4, and no such shares of PNB First ▇▇▇▇▇▇▇ Common Stock represented by its First ▇▇▇▇▇▇▇ Stock Certificate. Until so surrendered, each such First ▇▇▇▇▇▇▇ Stock Certificate shall be eligible to vote until represent after the holder of Old Certificates is entitled to receive New Certificates in accordance with the procedures set forth in this Section 3.4. After becoming so entitled in accordance with this Section 3.4Effective Time, the record holder thereof also shall be entitled to receive any such dividends or other distributionsfor all purposes, without any interest thereon, which theretofore had become payable with respect to shares of Western Common Stock such holder had only the right to receive upon surrender of the Old Certificate. (e) Any portion of the Exchange Fund that remains unclaimed by the shareholders of PNB for six months after the Effective Time shall be returned by the Exchange Agent to Western. Any shareholders of PNB who have not theretofore complied with this Article III shall thereafter look only to Western for payment of the shares of Western Common Stock, Merger Consideration and any cash in lieu of any fractional shares and unpaid dividends and distributions on Western of Tower Common Stock deliverable hereunder, to be issued or paid in each case, without consideration therefor upon surrender of such certificate in accordance with Section 2.2(f) and any interest thereondividends or distributions to which such holder is entitled pursuant to Section 2.2(e).

Exchange Procedures. (a) At or prior If the Issuer makes a valid Cash Election with respect to the Effective Timean Exchange, Western shall deposit, or shall cause to be deposited, with such bank or trust company as Western shall elect (which may include a subsidiary of Western) (in such capacity, the "Exchange Agent"), for the benefit of the holders of certificates formerly representing shares of PNB Common Stock ("Old Certificates"), for exchange then in accordance with this Article IIIand subject to the terms set forth in the Vine Holdings LLC Agreement the Issuer shall deliver to Vine Holdings, certificates representing and Vine Holdings shall deliver to the shares of Western Common Stock ("New Certificates") and an estimated amount of cash (Investment Entity participating in such cash and New CertificatesExchange, together with any dividends in each case, as directed by the recipient Party by wire transfer or distributions with a record date occurring after ACH, the Effective Date with respect thereto, without any interest on any such cash, dividends or distributions, being hereinafter referred to as Cash Election Amount payable upon the "Exchange Fund") to be paid pursuant to this Article III in exchange for outstanding shares of PNB Common StockExchange. (b) As soon as practicable after If the Effective DateIssuer does not make a valid Cash Election with respect to an Exchange, Western then in accordance with and subject to the terms set forth in the Vine Holdings LLC Agreement Issuer shall send or cause issue and contribute to be sent Vine Holdings, and Vine Holdings shall deliver to each former holder of record the Investment Entity participating in such Exchange, the number of shares of PNB Class A Common Stock immediately prior issuable upon the Exchange. (c) Subject to the Effective Time transmittal materials for use terms set forth in exchanging such shareholder's Old Certificates the Vine Holdings LLC Agreement, the Issuer may adopt reasonable procedures for the consideration implementation of the exchange provisions set forth in this Article IIIII, which transmittal materials PNB shall have had including, without limitation, procedures for the opportunity to review prior to giving of notice of exchange and the Effective Date. Western shall cause the New Certificates into which surrender of Class B Units and shares of PNB Class B Common Stock in the event that the Class B Units or shares of Class B Common Stock are converted on the Effective Date and any check in respect of any fractional share interests or dividends or distributions which the holder of such shares shall be entitled to receive upon delivery to the Exchange Agent of Old Certificates representing such shares (or an affidavit of lost certificate and, if required by the Exchange Agent, indemnity reasonably satisfactory to Western 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 such cash to be paid in lieu of fractional share interests or in respect of dividends or distributions which any such person shall be entitled to receive pursuant to this Article III upon such delivery. In the event of a transfer of ownership of any shares of PNB Common Stock not registered in the transfer records of PNB, the exchange described in this Section 3.4(b) may nonetheless be effected and a check for the cash to be paid in lieu of fractional shares may be issued to the transferee if the Old Certificate representing such PNB Common Stock is presented to the Exchange Agent, accompanied by documents sufficient, in the discretion of Western and the Exchange Agent, (i) to evidence and effect such transfer but for the provisions of Section 3.2 hereof and (ii) to evidence that all applicable stock transfer taxes have been paid. (c) If Old Certificates are not surrendered or the consideration therefor is not claimed prior to the date on which such consideration would otherwise escheat to or become the property of any governmental unit or agency, the unclaimed consideration shall, to the extent permitted by abandoned property and any other applicable law, become the property of the Surviving Corporation (and to the extent not in its possession shall be paid over to the Surviving Corporation), free and clear of all claims or interest of any person previously entitled to such claims. Notwithstanding the foregoing, neither the Exchange Agent nor any party hereto shall be liable to any former holder of PNB Common Stock for any amount properly delivered to a public official pursuant to applicable abandoned property, escheat or similar lawsuncertificated. (d) At Notwithstanding anything to the contrary herein, in accordance with Section 3.6(b) of the Vine Holdings LLC Agreement, the Issuer may in its sole discretion elect to settle any Exchange hereunder by delivering shares of Class A Common Stock or the applicable Cash Election Amount directly to an exchanging Investment Entity in exchange for such Investment Entity’s delivery to the Issuer of the corresponding Class B Units (together with the same number of shares of Class B Common Stock). Any such transaction shall otherwise be effected on the terms and in the manner provided herein and shall constitute an “Exchange” for all purposes of this Agreement. In the event the Issuer makes an election of Western, no dividends or other distributions pursuant to this Section 2.2(d) with respect to Western Common Stock with a record date occurring after any specific Investment Entity, it shall make the Effective Time shall be paid to the holder of any unsurrendered Old Certificate representing shares of PNB Common Stock converted in the Merger into the right to receive shares of such Western Common Stock until the holder thereof shall be entitled to receive New Certificates in exchange therefor in accordance with the procedures set forth in this Section 3.4, and no such shares of PNB Common Stock shall be eligible to vote until the holder of Old Certificates is entitled to receive New Certificates in accordance with the procedures set forth in this Section 3.4. After becoming so entitled in accordance with this Section 3.4, the record holder thereof also shall be entitled to receive any such dividends or other distributions, without any interest thereon, which theretofore had become payable same election with respect to shares of Western Common Stock such holder had the right to receive upon surrender of the Old Certificateall other Investment Entities who are participating in concurrently occurring Exchanges. (e) Any portion of the Exchange Fund that remains unclaimed by the shareholders of PNB for six months after the Effective Time shall be returned by the Exchange Agent to Western. Any shareholders of PNB who have not theretofore complied with this Article III shall thereafter look only to Western for payment of the shares of Western Common Stock, cash in lieu of any fractional shares and unpaid dividends and distributions on Western Common Stock deliverable hereunder, in each case, without any interest thereon.

Exchange Procedures. (a) At or As promptly as practicable after the Second Merger Effective Time, Rocket shall cause the Exchange Agent to send to each holder of record of the RHI Shares as of immediately prior to the First Merger Effective Time, Western shall deposit, or shall cause Time that were converted pursuant to be deposited, with such bank or trust company Section 2.7 into the right to receive the Merger Consideration (i) a letter of transmittal substantially in the form attached hereto as Western shall elect Exhibit E (which may include a subsidiary the “Letter of WesternTransmittal”) and (ii) instructions for use in such capacity, effecting the "Exchange Agent"), for the benefit surrender of the holders of certificates formerly representing shares of PNB Common Stock ("Old RHI Certificates"), for exchange in accordance with this Article III, certificates representing the shares of Western Common Stock ("New Certificates") and an estimated amount of cash (such cash and New Certificates, together with any dividends or distributions with a record date occurring after the Effective Date with respect thereto, without any interest on any such cash, dividends or distributions, being hereinafter referred to as the "Exchange Fund") to be paid pursuant to this Article III in exchange for outstanding shares of PNB Common Stock. (b) As soon as practicable after the Effective Date, Western shall send or cause to be sent to each former holder Upon (i) surrender of record of shares of PNB Common Stock immediately prior to the Effective Time transmittal materials for use in exchanging such shareholder's Old Certificates for the consideration set forth in this Article III, which transmittal materials PNB shall have had the opportunity to review prior to the Effective Date. Western shall cause the New Certificates into which shares of PNB Common Stock are converted on the Effective Date and any check in respect of any fractional share interests or dividends or distributions which the holder of such shares shall be entitled to receive upon delivery a RHI Certificate to the Exchange Agent together with a Letter of Old Certificates representing Transmittal, duly completed and validly executed, (ii) expiration or termination of any applicable waiting period applicable to the holder of RHI Shares that holds such shares RHI Certificate under the HSR Act and (or an affidavit of lost certificate and, if iii) such other documents as may reasonably be required by the Exchange Agent, indemnity reasonably satisfactory to Western and Rocket shall cause the Exchange AgentAgent to, if any as promptly as practicable, (A) credit to such holder in the stock ledger and other appropriate books and records of Rocket the number of whole shares of Rocket Class L Common Stock to which such certificates are lostholder is entitled pursuant to Section 2.7, stolen or destroyedand (B) owned by pay and deliver to such shareholder. No interest will be paid on any such holder a check in the amount of the cash to be paid in lieu of any fractional share interests or in respect shares of Rocket Class L Common Stock payable pursuant to Section 4.5 together with any dividends or other distributions to which any such person shall be RHI Shares become entitled to receive pursuant to this Article III upon such delivery. in accordance with Section 4.3. (c) In the event of a transfer of ownership of any shares of PNB Common Stock RHI Shares that is not registered in the transfer records of PNBRHI, the exchange described in this Section 3.4(b) may nonetheless any shares of Rocket Class L Common Stock to be effected credited upon, and a check for the any cash to be paid in lieu upon, due surrender of fractional shares may be issued to the transferee if the Old RHI Certificate formerly representing such PNB Common Stock is RHI Shares, Rocket may direct the Exchange Agent to credit or pay such shares or cash, as the case may be, to such a transferee only if such RHI Certificate are presented to the Exchange Agent, accompanied by all documents sufficient, in the discretion of Western and the Exchange Agent, (i) required to evidence and effect such transfer but for the provisions of Section 3.2 hereof and (ii) to evidence to the satisfaction of Rocket and the Exchange Agent that all any applicable stock transfer taxes or similar Taxes have been paid. (c) If Old Certificates paid or are not surrendered or the consideration therefor is not claimed prior to the date on which such consideration would otherwise escheat to or become the property of any governmental unit or agency, the unclaimed consideration shall, to the extent permitted by abandoned property and any other applicable law, become the property of the Surviving Corporation (and to the extent not in its possession shall be paid over to the Surviving Corporation), free and clear of all claims or interest of any person previously entitled to such claims. Notwithstanding the foregoing, neither the Exchange Agent nor any party hereto shall be liable to any former holder of PNB Common Stock for any amount properly delivered to a public official pursuant to applicable abandoned property, escheat or similar lawsapplicable. (d) At Until surrendered as contemplated by this Section 4.2, each RHI Certificate shall, at any time after the election of WesternSecond Merger Effective Time, no represent the right to receive the Merger Consideration into which the RHI Shares represented by such RHI Certificates have been converted pursuant to this Agreement, together with any dividends or other distributions with respect to Western Common Stock with a record date occurring after the Effective Time shall be paid to the holder of any unsurrendered Old Certificate representing shares of PNB Common Stock converted in the Merger into the right to receive shares of which such Western Common Stock until the holder thereof shall be entitled to receive New RHI Certificates in exchange therefor in accordance with the procedures set forth in this Section 3.4, and no such shares of PNB Common Stock shall be eligible to vote until the holder of Old Certificates is entitled to receive New Certificates in accordance with the procedures set forth in this Section 3.4. After becoming so become entitled in accordance with this Section 3.4, the record holder thereof also shall be entitled to receive any such dividends or other distributions, without any interest thereon, which theretofore had become payable with respect to shares of Western Common Stock such holder had the right to receive upon surrender of the Old Certificate4.3. (e) Any portion of the Exchange Fund that remains unclaimed by the shareholders of PNB for six months after the Effective Time shall be returned by the Exchange Agent to Western. Any shareholders of PNB who have not theretofore complied with this Article III shall thereafter look only to Western for payment of the shares of Western Common Stock, cash in lieu of any fractional shares and unpaid dividends and distributions on Western Common Stock deliverable hereunder, in each case, without any interest thereon.

Exchange Procedures. (a) At or prior to the Effective Time, Western shall deposit, or shall cause to be deposited, with such bank or trust company as Western shall elect (which may include a subsidiary of Western) (in such capacity, the "Exchange Agent"), for the benefit of the holders of certificates formerly representing shares of PNB Common Stock ("Old Certificates"), for exchange in accordance with this Article III, certificates representing the shares of Western Common Stock ("New Certificates") and an estimated amount of cash (such cash and New Certificates, together with any dividends or distributions with a record date occurring after the Effective Date with respect thereto, without any interest on any such cash, dividends or distributions, being hereinafter referred to as the "Exchange Fund") to be paid pursuant to this Article III in exchange for outstanding shares of PNB Common Stock. (b) As soon as practicable after the Effective DateTime, Western the Paying Agent shall send or cause to be sent mail to each former holder of record of shares of PNB Common Stock a Certificate or Certificates that, immediately prior to the Effective Time Time, represented outstanding Shares subsequently converted into the right to receive the Merger Consideration, as set forth in Section 1.4: (i) a letter of transmittal materials (a "Letter of Transmittal") that (A) shall specify that delivery shall be effected and risk of loss and title to the Certificates shall pass only upon proper delivery of the Certificates to the Paying Agent (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 Surviving Corporation may reasonably specify; and (ii) instructions for use in exchanging such shareholder's Old effecting the surrender of the Certificates in exchange for the consideration set forth in this Article III, which transmittal materials PNB shall have had the opportunity to review prior applicable Merger Consideration. (b) Upon surrender of a Certificate for cancellation to the Effective Date. Western shall cause the New Certificates into which shares Paying Agent, together with a Letter of PNB Common Stock are converted on the Effective Date Transmittal, duly completed and executed, and any check in respect of any fractional share interests other documents reasonably required by the Paying Agent or dividends or distributions which the Surviving Corporation, (i) the holder of such shares Certificate shall be entitled to receive upon delivery in exchange therefor a check representing the applicable amount of cash that such holder has the right to receive pursuant to Section 1.4 and (ii) the Exchange Agent of Old Certificates representing such shares (or an affidavit of lost certificate and, if required by the Exchange Agent, indemnity reasonably satisfactory to Western and the Exchange Agent, if any of such certificates are lost, stolen or destroyed) owned by such shareholderCertificate so surrendered shall forthwith be canceled. No interest will be paid or accrued on any the cash payable upon surrender of the Certificates. Until surrendered as contemplated by this Section 2.2, each such cash to be paid in lieu of fractional share interests or in respect of dividends or distributions which any such person Certificate shall be entitled deemed at any time after the Effective Time to represent only the right to receive pursuant to this Article III upon such delivery. surrender the applicable Merger Consideration. (c) In the event of a transfer of ownership of any shares of PNB Common Stock Shares that is not registered in the transfer records of PNBthe Company, the exchange described in this Section 3.4(b) appropriate amount of the Merger Consideration may nonetheless be effected and a check for the cash to be paid in lieu of fractional shares may be issued to the a transferee if the Old Certificate representing such PNB Common Stock Shares is presented to the Exchange Agent, Paying Agent properly endorsed or accompanied by appropriate stock powers and otherwise in proper form for transfer and accompanied by all documents sufficient, in reasonably required by the discretion of Western and the Exchange Agent, (i) Paying Agent to evidence and effect such transfer but for the provisions of Section 3.2 hereof and (ii) to evidence that all any applicable stock transfer taxes Taxes have been paid. (c) If Old Certificates are not surrendered or the consideration therefor is not claimed prior to the date on which such consideration would otherwise escheat to or become the property of any governmental unit or agency, the unclaimed consideration shall, to the extent permitted by abandoned property and any other applicable law, become the property of the Surviving Corporation (and to the extent not in its possession shall be paid over to the Surviving Corporation), free and clear of all claims or interest of any person previously entitled to such claims. Notwithstanding the foregoing, neither the Exchange Agent nor any party hereto shall be liable to any former holder of PNB Common Stock for any amount properly delivered to a public official pursuant to applicable abandoned property, escheat or similar laws. (d) At the election of Western, no dividends or other distributions with respect to Western Common Stock with a record date occurring after the Effective Time shall be paid to the holder of any unsurrendered Old Certificate representing shares of PNB Common Stock converted in the Merger into the right to receive shares of such Western Common Stock until the holder thereof shall be entitled to receive New Certificates in exchange therefor in accordance with the procedures set forth in this Section 3.4, and no such shares of PNB Common Stock shall be eligible to vote until the holder of Old Certificates is entitled to receive New Certificates in accordance with the procedures set forth in this Section 3.4. After becoming so entitled in accordance with this Section 3.4, the record holder thereof also shall be entitled to receive any such dividends or other distributions, without any interest thereon, which theretofore had become payable with respect to shares of Western Common Stock such holder had the right to receive upon surrender of the Old Certificate. (e) Any portion of the Exchange Fund that remains unclaimed by the shareholders of PNB for six months after the Effective Time shall be returned by the Exchange Agent to Western. Any shareholders of PNB who have not theretofore complied with this Article III shall thereafter look only to Western for payment of the shares of Western Common Stock, cash in lieu of any fractional shares and unpaid dividends and distributions on Western Common Stock deliverable hereunder, in each case, without any interest thereon.

Exchange Procedures. (a) At Promptly after the execution of this Agreement, Parent shall designate and appoint Computershare Trust Company, N.A. or prior an Affiliate thereof to act as exchange agent hereunder (the Effective Time, Western shall deposit, or shall cause to be deposited, with such bank or trust company as Western shall elect (which may include a subsidiary of Western) (in such capacity, the "“Exchange Agent"), ”) for the benefit purpose of the holders of certificates formerly representing shares of PNB Common Stock ("Old exchanging Certificates"), for exchange in accordance with this Article III, certificates representing the shares of Western Common Stock ("New Certificates") and an estimated amount of cash (such cash and New Certificates, together with any dividends or distributions with a record date occurring after the Effective Date with respect thereto, without any interest on any such cash, dividends or distributions, being hereinafter referred to as the "Exchange Fund") to be paid pursuant to this Article III in exchange for outstanding shares of PNB Common Stock. (b) As soon as practicable Promptly after the Effective DateTime, Western but in any event not more than five (5) Business Days after the Effective Time, Parent shall send or cause the Exchange Agent to be sent mail to each former holder of record as of shares of PNB Common Stock immediately prior to the Effective Time of shares of Company Common Stock (each such holder, a “Company Common Stock Holder”), (i) a letter of transmittal materials (which shall specify that delivery shall be effected, and risk of loss and title to each Certificate representing any shares of Company Common Stock held by such Company Common Stock Holder shall pass, only upon delivery of the completed letter of transmittal and such Certificate to the Exchange Agent and shall be in such form and have such other provisions as Parent and the Company shall mutually agree) and (ii) instructions for use in exchanging effecting the surrender of each such shareholder's Old Certificates Certificate in exchange for the consideration set forth total amount of Merger Consideration that such Company Common Stock Holder is entitled to receive in exchange for such holder’s shares of Company Common Stock in the Merger pursuant to this Article IIIAgreement. From and after the Effective Time, until surrendered as contemplated by this Section 3.2, each Certificate representing shares of Company Common Stock held by a Company Common Stock Holder shall be deemed to represent only the right to receive the total amount of Merger Consideration to which transmittal materials PNB shall have had the opportunity to review prior such Company Common Stock Holder is entitled in exchange for such shares of Company Common Stock as contemplated by Section 2. (c) Upon surrender by a Company Common Stock Holder to the Effective Date. Western shall cause the New Exchange Agent of all Certificates into which representing such holder’s shares of PNB Company Common Stock, together with a letter of transmittal duly completed and validly executed in accordance with the instructions thereto, and such other documents as may be required pursuant to such instructions, each Company Common Stock are converted on the Effective Date and any check in respect of any fractional share interests or dividends or distributions which the holder of such shares Holder shall be entitled to receive upon delivery to in exchange therefor (and the Exchange Agent of Old Certificates representing shall mail to such shares Company Common Stock Holder within ten (10) Business Days following such surrender): (i) a certificate (or an affidavit certificates in the aggregate) representing the number of lost certificate and, if required by the Exchange Agent, indemnity reasonably satisfactory to Western and the Exchange Agent, if any whole shares of Parent Stock into which such certificates are lost, stolen or destroyed) owned holder’s shares of Company Common Stock represented by such shareholder. No interest will holder’s properly surrendered Certificates were converted in accordance with Section 2, and such Certificates so surrendered shall be paid on forthwith cancelled, and (ii) a check in an amount of U.S. dollars (after giving effect to any such required withholdings pursuant to Section 3.7) equal to (A) the amount of cash in lieu of a fractional share of Parent Stock to be paid pursuant to Section 2.1(c)), if any, into which such holder’s shares of Company Common Stock represented by such holder’s properly surrendered Certificates were converted in lieu of fractional share interests or in respect of accordance with Section 2, plus (B) any cash dividends or and other distributions which any that such person shall be entitled holder has the right to receive pursuant to this Article III upon such delivery. In the event of a transfer of ownership of any shares of PNB Common Stock not registered in the transfer records of PNB, the exchange described in this Section 3.4(b) may nonetheless be effected and a check for the cash to be paid in lieu of fractional shares may be issued to the transferee if the Old Certificate representing such PNB Common Stock is presented to the Exchange Agent, accompanied by documents sufficient, in the discretion of Western and the Exchange Agent, (i) to evidence and effect such transfer but for the provisions of Section 3.2 hereof and (ii) to evidence that all applicable stock transfer taxes have been paid3.3. (c) If Old Certificates are not surrendered or the consideration therefor is not claimed prior to the date on which such consideration would otherwise escheat to or become the property of any governmental unit or agency, the unclaimed consideration shall, to the extent permitted by abandoned property and any other applicable law, become the property of the Surviving Corporation (and to the extent not in its possession shall be paid over to the Surviving Corporation), free and clear of all claims or interest of any person previously entitled to such claims. Notwithstanding the foregoing, neither the Exchange Agent nor any party hereto shall be liable to any former holder of PNB Common Stock for any amount properly delivered to a public official pursuant to applicable abandoned property, escheat or similar laws. (d) At the election of Western, no dividends or other distributions with respect to Western Common Stock with a record date occurring after the Effective Time shall be paid to the holder of any unsurrendered Old Certificate representing shares of PNB Common Stock converted in the Merger into the right to receive shares of such Western Common Stock until the holder thereof shall be entitled to receive New Certificates in exchange therefor in accordance with the procedures set forth in this Section 3.4, and no such shares of PNB Common Stock shall be eligible to vote until the holder of Old Certificates is entitled to receive New Certificates in accordance with the procedures set forth in this Section 3.4. After becoming so entitled in accordance with this Section 3.4, the record holder thereof also shall be entitled to receive any such dividends or other distributions, without any interest thereon, which theretofore had become payable with respect to shares of Western Common Stock such holder had the right to receive upon surrender of the Old Certificate. (e) Any portion of the Exchange Fund that remains unclaimed by the shareholders of PNB for six months after the Effective Time shall be returned by the Exchange Agent to Western. Any shareholders of PNB who have not theretofore complied with this Article III shall thereafter look only to Western for payment of the shares of Western Common Stock, cash in lieu of any fractional shares and unpaid dividends and distributions on Western Common Stock deliverable hereunder, in each case, without any interest thereon.

Exchange Procedures. (a) At or prior to As soon as reasonably practicable after the Effective Time, Western the Exchange Agent shall deposit, or shall cause to be deposited, with such bank or trust company as Western shall elect (which may include a subsidiary of Western) (in such capacity, the "Exchange Agent"), for the benefit of the holders of certificates formerly representing shares of PNB Common Stock ("Old Certificates"), for exchange in accordance with this Article III, certificates representing the shares of Western Common Stock ("New Certificates") and an estimated amount of cash (such cash and New Certificates, together with any dividends or distributions with a record date occurring after the Effective Date with respect thereto, without any interest on any such cash, dividends or distributions, being hereinafter referred to as the "Exchange Fund") to be paid pursuant to this Article III in exchange for outstanding shares of PNB Common Stock. (b) As soon as practicable after the Effective Date, Western shall send or cause to be sent mail to each former holder of record of shares of PNB Common Stock a certificate or certificates which immediately prior to the Effective Time represented outstanding shares of Optium Common Stock (each a "Certificate" and, collectively, the "Certificates") whose shares were converted pursuant to Section 2.1 into the right to receive shares of Finisar Common Stock (i) a letter of transmittal materials (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Agent and shall be in such form and have such other provisions as Finisar and Optium may reasonably specify) and (ii) instructions for use in exchanging such shareholder's Old effecting the surrender of the Certificates in exchange for the consideration set forth in this Article III, which transmittal materials PNB shall have had the opportunity to review prior certificates representing shares of Finisar Common Stock. Upon surrender of a Certificate for cancellation to the Effective Date. Western shall cause the New Certificates into which shares Exchange Agent or to such other agent or agents as may be appointed by Finisar, together with such letter of PNB Common Stock are converted on the Effective Date and any check in respect of any fractional share interests or dividends or distributions which transmittal, duly executed, the holder of such shares Certificate shall be entitled to receive upon delivery in exchange therefor (A) a certificate representing the number of whole shares of Finisar Common Stock to which the Exchange Agent of Old Certificates representing such shares holder is entitled pursuant to Section 2.1(b) and (or an affidavit of lost certificate and, if required by the Exchange Agent, indemnity reasonably satisfactory to Western and the Exchange Agent, if any of such certificates are lost, stolen or destroyedB) owned by such shareholder. No interest will be paid on any such cash to be paid (without interest) in lieu of fractional share interests or shares as provided in respect of dividends or distributions which any such person Section 2.2(f). The Certificate so surrendered shall immediately be entitled to receive pursuant to this Article III upon such deliverycancelled. In the event of a transfer of ownership of any shares of PNB Optium Common Stock which is not registered in the transfer records of PNBOptium, a certificate representing the exchange described in this Section 3.4(b) may nonetheless be effected and a check for proper number of shares of Finisar Common Stock to which the cash to be paid in lieu of fractional shares registered holder is entitled may be issued to the a transferee if the Old Certificate representing such PNB Optium Common Stock is presented to the Exchange Agent, accompanied by all documents sufficient, in the discretion of Western and the Exchange Agent, (i) required to evidence and effect such transfer but for the provisions of Section 3.2 hereof and (ii) to by evidence that all any applicable stock transfer taxes have been paid. (c) If Old Certificates are not . Until surrendered or the consideration therefor is not claimed prior to the date on which such consideration would otherwise escheat to or become the property of any governmental unit or agencyas contemplated by this Section 2.2, the unclaimed consideration shall, to the extent permitted by abandoned property and any other applicable law, become the property of the Surviving Corporation (and to the extent not in its possession each Certificate shall be paid over to the Surviving Corporation), free and clear of all claims or interest of deemed at any person previously entitled to such claims. Notwithstanding the foregoing, neither the Exchange Agent nor any party hereto shall be liable to any former holder of PNB Common Stock for any amount properly delivered to a public official pursuant to applicable abandoned property, escheat or similar laws. (d) At the election of Western, no dividends or other distributions with respect to Western Common Stock with a record date occurring time after the Effective Time shall be paid to the holder of any unsurrendered Old Certificate representing shares of PNB Common Stock converted in the Merger into the right to receive shares of such Western Common Stock until the holder thereof shall be entitled to receive New Certificates in exchange therefor in accordance with the procedures set forth in this Section 3.4, and no such shares of PNB Common Stock shall be eligible to vote until the holder of Old Certificates is entitled to receive New Certificates in accordance with the procedures set forth in this Section 3.4. After becoming so entitled in accordance with this Section 3.4, the record holder thereof also shall be entitled to receive any such dividends or other distributions, without any interest thereon, which theretofore had become payable with respect to shares of Western Common Stock such holder had represent only the right to receive upon such surrender of the Old Certificate. (e) Any portion of the Exchange Fund that remains unclaimed by the shareholders of PNB for six months after the Effective Time shall be returned by the Exchange Agent to Western. Any shareholders of PNB who have not theretofore complied with this Article III shall thereafter look only to Western for payment of the certificate representing shares of Western Finisar Common Stock, Stock (and cash in lieu of any fractional shares and unpaid dividends and distributions on Western of Finisar Common Stock deliverable hereunder, in each case, without any interest thereonas contemplated by this Section 2.2).

Exchange Procedures. (a) Appropriate transmittal materials (“Letter of Transmittal”) in a form satisfactory to BHB and LSBG shall be mailed as soon as practicable, but in no event later than five Business Days after the Closing Date, after the Effective Time to each holder of record of LSBG Common Stock as of the Effective Time. A Letter of Transmittal will be deemed properly completed only if accompanied by certificates representing all shares of LSBG Common Stock (“Certificate(s)”) to be converted thereby. (b) At or prior and after the Effective Time, each Certificate shall represent only the right to receive the Merger Consideration. (c) Prior to the Effective Time, Western BHB shall (i) reserve for issuance with its transfer agent and registrar a sufficient number of shares of BHB Common Stock to provide for payment of the aggregate Merger Consideration pursuant to Section 2.07 and (ii) deposit, or shall cause to be deposited, with such bank or trust company as Western shall elect American Stock Transfer & Trust Company, LLC (which may include a subsidiary of Western) (in such capacity, the "“Exchange Agent"”), for the benefit of the holders of certificates formerly representing shares of PNB LSBG Common Stock ("Old Certificates")Stock, for exchange in accordance with this Article IIISection 2.06, certificates representing the shares of Western Common Stock ("New Certificates") and an estimated amount of cash sufficient to pay any cash in lieu of Fractional Shares pursuant to Section 2.03. (such cash d) The Letter of Transmittal shall (i) specify that delivery shall be effected, and New Certificatesrisk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Agent, (ii) be in a form and contain any other provisions as are reasonably satisfactory to LSBG and BHB and (iii) include instructions for use in effecting the surrender of the Certificates in exchange for the Merger Consideration. Upon the proper surrender of the Certificates to the Exchange Agent, together with any dividends or distributions with a record date occurring after the Effective Date with respect theretoproperly completed and duly executed Letter of Transmittal, without any interest on any such cash, dividends or distributions, being hereinafter referred to as the "Exchange Fund") to be paid pursuant to this Article III in exchange for outstanding shares of PNB Common Stock. (b) As soon as practicable after the Effective Date, Western shall send or cause to be sent to each former holder of record of shares of PNB Common Stock immediately prior to the Effective Time transmittal materials for use in exchanging such shareholder's Old Certificates for the consideration set forth in this Article III, which transmittal materials PNB shall have had the opportunity to review prior to the Effective Date. Western shall cause the New Certificates into which shares of PNB Common Stock are converted on the Effective Date and any check in respect of any fractional share interests or dividends or distributions which the holder of such shares Certificates shall be entitled to receive upon delivery to in exchange therefor a certificate representing that number of whole shares of BHB Common Stock that such holder has the Exchange Agent of Old Certificates representing such shares (or an affidavit of lost certificate and, if required by the Exchange Agent, indemnity reasonably satisfactory to Western 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 such cash to be paid in lieu of fractional share interests or in respect of dividends or distributions which any such person shall be entitled right to receive pursuant to Section 2.01, and a check in the amount equal to the cash in lieu of Fractional Shares, if any, that such holder has the right to receive pursuant to Section 2.03, and any dividends or other distributions to which such holder is entitled pursuant to this Article III upon Section 2.06. Certificates so surrendered shall forthwith be canceled. As soon as practicable following receipt of the properly completed Letter of Transmittal and any necessary accompanying documentation, the Exchange Agent shall distribute BHB Common Stock and cash as provided herein. The Exchange Agent shall not be entitled to vote or exercise any rights of ownership with respect to the shares of BHB 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 deliveryshares for the account of the persons entitled thereto. In the event of If there is a transfer of ownership of any shares of PNB LSBG Common Stock not registered in the transfer records of PNBLSBG, the exchange described in this Section 3.4(b) may nonetheless be effected and a check for the cash to be paid in lieu of fractional shares may Merger Consideration shall be issued to the transferee thereof if the Old Certificate Certificates representing such PNB LSBG Common Stock is are presented to the Exchange Agent, accompanied by all documents sufficientrequired, in the discretion reasonable judgment of Western BHB and the Exchange Agent, (i) to evidence and effect such transfer but for the provisions of Section 3.2 hereof and (ii) to evidence that all any applicable stock transfer taxes have been paid. (ce) No dividends or other distributions declared or made after the Effective Time with respect to BHB Common Stock issued pursuant to this Agreement shall be remitted to any person entitled to receive shares of BHB Common Stock hereunder until such person surrenders his or her Certificates in accordance with this Section 2.06. Upon the surrender of such person’s 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 BHB Common Stock represented by such person’s Certificates. (f) The stock transfer books of LSBG 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 LSBG of any shares of LSBG Common Stock. If, after the Effective Time, Certificates are presented to BHB, they shall be canceled and exchanged for the Merger Consideration deliverable in respect thereof pursuant to this Agreement in accordance with the procedures set forth in this Section 2.06. (g) Any portion of the aggregate amount of cash to be paid pursuant to Section 2.03, any dividends or other distributions to be paid pursuant to this Section 2.06 or any proceeds from any investments thereof that remains unclaimed by the shareholders of LSBG for nine months after the Effective Time shall be repaid by the Exchange Agent to BHB upon the written request of BHB. After such request is made, any shareholders of LSBG who have not theretofore complied with this Section 2.06 shall look only to BHB for the Merger Consideration and cash in lieu of Fractional Shares, if any, deliverable in respect of each share of LSBG Common Stock such shareholder holds, as determined pursuant to Section 2.06 of this Agreement, without any interest thereon. If Old outstanding Certificates are not surrendered or the consideration therefor is not claimed prior to the date on which such consideration payments would otherwise escheat to or become the property of any governmental unit or agency, the unclaimed consideration items shall, to the extent permitted by any abandoned property and any property, escheat or other applicable lawlaws, become the property of the Surviving Corporation BHB (and and, to the extent not in its possession possession, shall be paid over to the Surviving Corporationit), free and clear of all claims or interest of any person previously entitled to such claims. Notwithstanding the foregoing, neither the Exchange Agent nor any party hereto to this Agreement (or any affiliate thereof) shall be liable to any former holder of PNB LSBG Common Stock for any amount properly delivered to a public official pursuant to applicable abandoned property, escheat or similar laws. (dh) At BHB and the election of Western, no dividends or other distributions with respect to Western Common Stock with a record date occurring after the Effective Time shall be paid to the holder of any unsurrendered Old Certificate representing shares of PNB Common Stock converted in the Merger into the right to receive shares of such Western Common Stock until the holder thereof Exchange Agent shall be entitled to receive New Certificates in exchange therefor in accordance with rely upon LSBG’s stock transfer books to establish the procedures set forth in this Section 3.4, and no such shares identity of PNB Common Stock shall be eligible to vote until the holder of Old Certificates is those persons entitled to receive New Certificates in accordance the Merger Consideration, which books shall be conclusive with respect thereto. In the procedures set forth in this Section 3.4. After becoming so entitled in accordance event of a dispute with this Section 3.4respect to ownership of stock represented by any Certificate, BHB and the record holder thereof also Exchange Agent shall be entitled to receive deposit any such dividends or other distributionsMerger Consideration and cash in lieu of Fractional Shares, without any interest thereonif any, which theretofore had become payable represented thereby in escrow with an independent third party and thereafter be relieved with respect to shares of Western Common Stock such holder had the right to receive upon surrender of the Old Certificateany claims thereto. (ei) Any portion If any Certificate shall have been lost, stolen or destroyed, upon the making of the Exchange Fund an affidavit of that remains unclaimed fact by the shareholders of PNB for six months after the Effective Time shall person claiming such Certificate to be returned lost, stolen or destroyed and, if required by the Exchange Agent or BHB, the posting by such person of a bond in such amount as the Exchange Agent may direct as indemnity against any claim that may be made against it with respect to Western. Any shareholders of PNB who have not theretofore complied with this Article III shall thereafter look only to Western such Certificate, the Exchange Agent will issue in exchange for payment of such lost, stolen or destroyed Certificate the shares of Western Common Stock, Merger Consideration and cash in lieu of any fractional shares and unpaid dividends and distributions on Western Common Stock Fractional Shares, if any, deliverable hereunder, in each case, without any interest thereonrespect thereof pursuant to Section 2.03.

Exchange Procedures. (a) At or prior to Promptly after the Effective Timeexecution of this Agreement, Western Parent shall deposit, or shall cause to be deposited, with such designate and appoint a bank or trust company reasonably acceptable to the Company to act as Western shall elect exchange agent hereunder (which may include a subsidiary of Western) (in such capacity, the "“Exchange Agent"), ”) for the benefit purpose of the holders of certificates formerly representing shares of PNB Common Stock ("Old exchanging Certificates"), for exchange in accordance with this Article III, certificates representing the shares of Western Common Stock ("New Certificates") and an estimated amount of cash (such cash and New Certificates, together with any dividends or distributions with a record date occurring after the Effective Date with respect thereto, without any interest on any such cash, dividends or distributions, being hereinafter referred to as the "Exchange Fund") to be paid pursuant to this Article III in exchange for outstanding shares of PNB Common Stock. (b) As soon as practicable Promptly after the Effective DateTime, Western but in any event not more than five (5) Business Days after the Effective Time, Parent shall send or cause the Exchange Agent to be sent mail to each former holder of record as of shares of PNB Common Stock immediately prior to the Effective Time of shares of Company Common Stock (each such holder, a “Company Common Stock Holder”), (i) a letter of transmittal materials (which shall specify that delivery shall be effected, and risk of loss and title to each Certificate representing any shares of Company Common Stock held by such Company Common Stock Holder shall pass, only upon delivery of the completed letter of transmittal and such Certificate to the Exchange Agent and shall be in such form and have such other provisions as Parent and the Company shall mutually agree) and (ii) instructions for use in exchanging effecting the surrender of each such shareholder's Old Certificates Certificate in exchange for the consideration set forth total amount of Merger Consideration that such Company Common Stock Holder is entitled to receive in exchange for such holder’s shares of Company Common Stock in the Merger pursuant to this Article III, which transmittal materials PNB shall have had the opportunity to review prior to Agreement. From and after the Effective Date. Western Time, until surrendered as contemplated by this Section 3.2, each Certificate representing shares of Company Common Stock held by a Company Common Stock Holder shall be deemed to represent only the right to receive the total amount of Merger Consideration to which such Company Common Stock Holder is entitled in exchange for such shares of Company Common Stock as contemplated by Section 2. (c) Promptly after the Effective Time, Parent shall cause the New Certificates Exchange Agent to (i) mail to each holder of Uncertificated Shares (other than Excluded Shares) materials advising such holder of the effectiveness of the Merger and the conversion of their Shares into which the right to receive the Merger Consideration and (ii) issue in registered form to each holder of Uncertificated Shares that number of whole shares of PNB Common Parent Stock are converted on the Effective Date and any check that such holder is entitled to receive in respect of each such Uncertificated Share pursuant to this Agreement, cash in lieu of fractional shares in respect of each such Uncertificated Share and any fractional share interests dividends and other distributions in respect of the Parent Stock to be issued or dividends or distributions which paid pursuant to Section 3.3. (d) Upon surrender by a Company Common Stock Holder to the holder Exchange Agent of all Certificates representing such holder’s shares of Company Common Stock, together with a letter of transmittal duly completed and validly executed in accordance with the instructions thereto, and such other documents as may be required pursuant to such instructions, each Company Common Stock Holder shall be entitled to receive upon delivery to in exchange therefor (and the Exchange Agent of Old Certificates representing shall mail to such shares Company Common Stock Holder within ten (10) Business Days following such surrender): (i) a certificate (or an affidavit certificates in the aggregate) representing the number of lost certificate andwhole shares of Parent Stock, if required by the Exchange Agentany, indemnity reasonably satisfactory to Western and the Exchange Agent, if any into which such holder’s shares of such certificates are lost, stolen or destroyed) owned Company Common Stock represented by such shareholder. No interest will holder’s properly surrendered Certificates were converted in accordance with Section 2, and such Certificates so surrendered shall be paid on forthwith canceled, and (ii) a check in an amount of U.S. dollars (after giving effect to any such required withholdings pursuant to Section 3.7) equal to (A) the amount of cash in lieu of a fractional share of Parent Stock to be paid pursuant to Section 2.1(c)), if any, into which such holder’s shares of Company Common Stock represented by such holder’s properly surrendered Certificates were converted in lieu of fractional share interests or in respect of accordance with Section 2, plus (B) any cash dividends or and other distributions which any that such person shall be entitled holder has the right to receive pursuant to this Article III upon such delivery. In the event of a transfer of ownership of any shares of PNB Common Stock not registered in the transfer records of PNB, the exchange described in this Section 3.4(b) may nonetheless be effected and a check for the cash to be paid in lieu of fractional shares may be issued to the transferee if the Old Certificate representing such PNB Common Stock is presented to the Exchange Agent, accompanied by documents sufficient, in the discretion of Western and the Exchange Agent, (i) to evidence and effect such transfer but for the provisions of Section 3.2 hereof and (ii) to evidence that all applicable stock transfer taxes have been paid3.3. (c) If Old Certificates are not surrendered or the consideration therefor is not claimed prior to the date on which such consideration would otherwise escheat to or become the property of any governmental unit or agency, the unclaimed consideration shall, to the extent permitted by abandoned property and any other applicable law, become the property of the Surviving Corporation (and to the extent not in its possession shall be paid over to the Surviving Corporation), free and clear of all claims or interest of any person previously entitled to such claims. Notwithstanding the foregoing, neither the Exchange Agent nor any party hereto shall be liable to any former holder of PNB Common Stock for any amount properly delivered to a public official pursuant to applicable abandoned property, escheat or similar laws. (d) At the election of Western, no dividends or other distributions with respect to Western Common Stock with a record date occurring after the Effective Time shall be paid to the holder of any unsurrendered Old Certificate representing shares of PNB Common Stock converted in the Merger into the right to receive shares of such Western Common Stock until the holder thereof shall be entitled to receive New Certificates in exchange therefor in accordance with the procedures set forth in this Section 3.4, and no such shares of PNB Common Stock shall be eligible to vote until the holder of Old Certificates is entitled to receive New Certificates in accordance with the procedures set forth in this Section 3.4. After becoming so entitled in accordance with this Section 3.4, the record holder thereof also shall be entitled to receive any such dividends or other distributions, without any interest thereon, which theretofore had become payable with respect to shares of Western Common Stock such holder had the right to receive upon surrender of the Old Certificate. (e) Any portion of the Exchange Fund that remains unclaimed by the shareholders of PNB for six months after the Effective Time shall be returned by the Exchange Agent to Western. Any shareholders of PNB who have not theretofore complied with this Article III shall thereafter look only to Western for payment of the shares of Western Common Stock, cash in lieu of any fractional shares and unpaid dividends and distributions on Western Common Stock deliverable hereunder, in each case, without any interest thereon.

Exchange Procedures. (a) At or prior to As soon as reasonably practicable after the Effective Time, Western the Exchange Agent shall deposit, or shall cause to be deposited, with such bank or trust company as Western shall elect (which may include a subsidiary of Western) (in such capacity, the "Exchange Agent"), for the benefit of the holders of certificates formerly representing shares of PNB Common Stock ("Old Certificates"), for exchange in accordance with this Article III, certificates representing the shares of Western Common Stock ("New Certificates") and an estimated amount of cash (such cash and New Certificates, together with any dividends or distributions with a record date occurring after the Effective Date with respect thereto, without any interest on any such cash, dividends or distributions, being hereinafter referred to as the "Exchange Fund") to be paid pursuant to this Article III in exchange for outstanding shares of PNB Common Stock. (b) As soon as practicable after the Effective Date, Western shall send or cause to be sent mail to each former holder of record of shares a certificate representing ownership of PNB Common Stock immediately prior Shares (a “Certificate” or “Certificates”) whose Shares were converted into the right to receive the Per Share Consideration pursuant to Section 1.6, (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Effective Time transmittal materials Certificates shall pass, only upon delivery of the Certificates to the Exchange Agent and shall be in such form and have such other provisions as the Company may reasonably specify) and (ii) instructions for use in exchanging such shareholder's Old effecting the surrender of the Certificates in exchange for the consideration set forth in this Article III, which transmittal materials PNB shall have had the opportunity to review prior Per Share Consideration. Upon surrender of a Certificate for cancellation to the Effective Date. Western shall cause the New Certificates into which shares Exchange Agent together with such letter of PNB Common Stock are converted on the Effective Date and any check in respect of any fractional share interests or dividends or distributions which transmittal, duly executed, the holder of such shares Certificate shall be entitled to receive upon delivery in exchange therefor the Per Share Consideration and any unpaid dividends and distributions thereon as provided in this Article I, which such holder has the right to the Exchange Agent of Old Certificates representing such shares (or an affidavit of lost certificate and, if required by the Exchange Agent, indemnity reasonably satisfactory to Western 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 such cash to be paid in lieu of fractional share interests or receive in respect of dividends or distributions which any such person shall be entitled to receive the Certificate surrendered pursuant to the provisions of this Article III upon I (after taking into account all Shares then held by such deliveryholder), and the Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of any shares of PNB Common Stock Shares which is not registered in the transfer records of PNBthe Seller, a transferee may exchange the exchange described in this Section 3.4(b) may nonetheless be effected and a check for the cash to be paid in lieu of fractional shares may be issued to the transferee if the Old Certificate representing such PNB Common Stock Shares for the Per Share Consideration and any unpaid dividends and distributions thereon as provided in this Article I if the Certificate representing such Shares is presented to the Exchange Agent, accompanied by all documents sufficient, in the discretion of Western and the Exchange Agent, (i) required to evidence and effect such transfer but for the provisions of Section 3.2 hereof transfer, and (ii) to by evidence that all any applicable stock transfer taxes have been paid. (c) If Old Certificates are not surrendered . In the event any Certificate shall have been lost, stolen or destroyed, upon the consideration therefor is not claimed prior making of an affidavit of that fact by the person claiming such Certificate to be lost, stolen or destroyed and the date on which posting by such consideration would otherwise escheat to person of a bond in such amount as the Company may direct as indemnity against any claim that may be made against it or become the property of any governmental unit or agency, the unclaimed consideration shall, to the extent permitted by abandoned property and any other applicable law, become the property of the Surviving Corporation (and to the extent not in its possession shall be paid over to the Surviving Corporation), free and clear of all claims or interest of any person previously entitled to such claims. Notwithstanding the foregoing, neither the Exchange Agent nor any party hereto shall be liable to any former holder of PNB Common Stock for any amount properly delivered to a public official pursuant to applicable abandoned property, escheat or similar laws. (d) At the election of Western, no dividends or other distributions with respect to Western Common Stock with a record date occurring after such Certificate, the Effective Time shall be paid to the holder of any unsurrendered Old Certificate representing shares of PNB Common Stock converted in the Merger into the right to receive shares of such Western Common Stock until the holder thereof shall be entitled to receive New Certificates Exchange Agent will issue in exchange therefor in accordance with for such lost, stolen or destroyed Certificate the procedures set forth Per Share Consideration and any unpaid dividends and distributions thereon as provided in this Section 3.4, and no such shares of PNB Common Stock shall be eligible to vote until the holder of Old Certificates is entitled to receive New Certificates in accordance with the procedures set forth in this Section 3.4. After becoming so entitled in accordance with this Section 3.4, the record holder thereof also shall be entitled to receive any such dividends or other distributions, without any interest thereonArticle I, which theretofore had become payable with respect to shares of Western Common Stock such holder would have had the right to receive upon surrender in respect of the Old such lost, stolen or destroyed Certificate. . Until surrendered as contemplated by this Section 1.7, each Certificate (e) Any portion of the Exchange Fund that remains unclaimed other than Certificates representing Shares owned by the shareholders of PNB for six months Company or any Company Subsidiary, and Certificates representing Dissenting Shares) shall be deemed at any time after the Effective Time shall be returned by to represent only the Exchange Agent right to Western. Any shareholders of PNB who have not theretofore complied with this Article III shall thereafter look only to Western for payment of receive upon such surrender the shares of Western Common Stock, cash in lieu of Per Share Consideration and any fractional shares and unpaid dividends and distributions on Western Common Stock deliverable hereunder, thereon as provided in each case, without any interest thereon.this Article I.

Exchange Procedures. (a) At or prior to the Effective Time, Western shall deposit, or shall cause to be deposited, with such bank or trust company as Western shall elect (which may include a subsidiary of Western) (in such capacity, the "Exchange Agent"), for the benefit of the holders of certificates formerly representing shares of PNB Common Stock ("Old Certificates"), for exchange in accordance with this Article III, certificates representing the shares of Western Common Stock ("New Certificates") and an estimated amount of cash (such cash and New Certificates, together with any dividends or distributions with a record date occurring after the Effective Date with respect thereto, without any interest on any such cash, dividends or distributions, being hereinafter referred to as the "Exchange Fund") to be paid pursuant to this Article III in exchange for outstanding shares of PNB Common Stock. (b) As soon as practicable after the Effective DateTime, Western Newco shall send or cause the Exchange Agent to be sent mail to each former holder of record of shares of PNB Common Stock a certificate or certificates which immediately prior to the Effective Time transmittal materials for use in exchanging such shareholder's Old Certificates for the consideration set forth in this Article III, which transmittal materials PNB shall have had the opportunity to review represented issued and outstanding shares of Cybex Common Stock or Apex Common Stock (including persons who purchase Apex Common Stock prior to the Effective Date. Western shall cause the New Certificates into which shares Time upon exercise of PNB Apex Options or Apex Stock Purchase Plan Options in accordance with Section 1.8 or who purchase Cybex Common Stock are converted on prior to the Effective Date and any check Time upon exercise of Cybex Options in respect of any fractional share interests or dividends or distributions accordance with Section 1.9) which the holder of such shares shall be entitled converted into Newco Common Stock pursuant to receive Sections 1.2 or 1.3 (collectively, 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 delivery of the Certificates to the Exchange Agent and shall be in such form and have such other provisions as Apex and Cybex may reasonably specify) and (ii) instructions for use in effecting the surrender of Old the Certificates in exchange for certificates representing Newco Common Stock. Upon surrender of a Certificate for cancellation to the Exchange Agent, together with a duly executed letter of transmittal and such shares (or an affidavit of lost certificate and, if other documents as may be reasonably required by the Exchange Agent, indemnity reasonably satisfactory to Western and the Exchange Agent, if any holder of such certificates are lost, stolen or destroyed) owned by such shareholder. No interest will be paid on any such cash to be paid in lieu of fractional share interests or in respect of dividends or distributions which any such person Certificate shall be entitled to receive in exchange therefor a certificate representing that number of whole shares of Newco Common Stock and cash in lieu of fractional shares which such holder has the right to receive pursuant to the provisions of this Article III upon such deliveryAgreement and the Plans of Merger, and the Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of any shares of PNB Apex Common Stock or Cybex Common Stock which is not registered in on the transfer records of PNBApex or Cybex, respectively, a certificate representing the exchange described in this Section 3.4(b) may nonetheless be effected and a check for the cash to be paid in lieu proper number of fractional shares of Newco Common Stock may be issued to the a transferee if (i) the Old Certificate representing such PNB Apex Common Stock or Cybex Common Stock is presented to the Exchange Agent, properly endorsed and accompanied by all documents sufficient, in the discretion of Western and the Exchange Agent, (i) required to evidence and effect such transfer but for the provisions of Section 3.2 hereof and (ii) the persons requesting such exchange have paid to Newco or any agent designated by it any transfer or other taxes required by reason of such transfer or the Certificate representing such Apex Common Stock or Cybex Common Stock transferred is accompanied by evidence that all any applicable stock transfer taxes have been paid. (c) If Old Certificates are not . Until surrendered or as contemplated by this Section 1.12 and the consideration therefor is not claimed prior to the date on which such consideration would otherwise escheat to or become the property Plans of any governmental unit or agencyMerger, the unclaimed consideration shall, to the extent permitted by abandoned property and any other applicable law, become the property of the Surviving Corporation (and to the extent not in its possession each Certificate shall be paid over to the Surviving Corporation)deemed, free on and clear of all claims or interest of any person previously entitled to such claims. Notwithstanding the foregoing, neither the Exchange Agent nor any party hereto shall be liable to any former holder of PNB Common Stock for any amount properly delivered to a public official pursuant to applicable abandoned property, escheat or similar laws. (d) At the election of Western, no dividends or other distributions with respect to Western Common Stock with a record date occurring after the Effective Time shall be paid Time, to evidence the holder ownership of any unsurrendered Old Certificate representing the number of full shares of PNB Newco Common Stock into which such shares of Apex Common Stock or Cybex Common Stock, as the case may be, shall have been so converted in the Merger into and the right to receive shares of such Western Common Stock until the holder thereof shall be entitled to receive New Certificates in exchange therefor in accordance with the procedures set forth in this Section 3.4, and no such shares of PNB Common Stock shall be eligible to vote until the holder of Old Certificates is entitled to receive New Certificates in accordance with the procedures set forth in this Section 3.4. After becoming so entitled in accordance with this Section 3.4, the record holder thereof also shall be entitled to receive any such dividends or other distributions, without any interest thereon, which theretofore had become payable with respect to shares of Western Common Stock such holder had the right to receive upon surrender of the Old Certificate. (e) Any portion of the Exchange Fund that remains unclaimed by the shareholders of PNB for six months after the Effective Time shall be returned by the Exchange Agent to Western. Any shareholders of PNB who have not theretofore complied with this Article III shall thereafter look only to Western for payment of the shares of Western Common Stock, cash an amount in lieu of any fractional shares and unpaid dividends and distributions on Western of Newco Common Stock deliverable hereunderas contemplated by Section 1.7, in each casethe Plans of Merger and the Washington Law or Alabama Law, without any interest thereonas applicable.

Exchange Procedures. (a) At or prior to the Effective Time, Western shall deposit, or shall cause to be deposited, with such bank or trust company as Western shall elect (which may include a subsidiary of Western) (in such capacity, the "Exchange Agent"), for the benefit of the holders of certificates formerly representing shares of PNB Common Stock ("Old Certificates"), for exchange in accordance with this Article III, certificates representing the shares of Western Common Stock ("New Certificates") and an estimated amount of cash (such cash and New Certificates, together with any dividends or distributions with a record date occurring after the Effective Date with respect thereto, without any interest on any such cash, dividends or distributions, being hereinafter referred to as the "Exchange Fund") to be paid pursuant to this Article III in exchange for outstanding shares of PNB Common Stock. (b) As soon as practicable after following the Effective DateTime, Western but in no event later than 10 days thereafter, and continuing until the first anniversary of the Effective Time, M&T shall send make available on a timely basis or cause to be sent made available to each former holder of record of shares of PNB Common Stock immediately prior an exchange agent agreed upon by M&T and ▇▇▇▇▇▇ (the “Exchange Agent”) (i) cash in an amount sufficient to the Effective Time transmittal materials for use in exchanging such shareholder's Old Certificates for the consideration set forth in this Article III, which transmittal materials PNB shall have had the opportunity to review prior to the Effective Date. Western shall cause the New Certificates into which shares of PNB Common Stock are converted on the Effective Date and any check in respect of any fractional share interests or dividends or distributions which the holder of such shares shall be entitled to receive upon delivery to allow the Exchange Agent of Old Certificates representing such shares (or an affidavit of lost certificate and, if to make all payments that may be required by the Exchange Agent, indemnity reasonably satisfactory to Western 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 such cash to be paid in lieu of fractional share interests or in respect of dividends or distributions which any such person shall be entitled to receive pursuant to this Article III upon such delivery. In the event of a transfer of ownership of any shares of PNB Common Stock not registered in the transfer records of PNB, the exchange described in this Section 3.4(b) may nonetheless be effected and a check for the cash to be paid in lieu of fractional shares may be issued to the transferee if the Old Certificate representing such PNB Common Stock is presented to the Exchange Agent, accompanied by documents sufficient, in the discretion of Western and the Exchange Agent, (i) to evidence and effect such transfer but for the provisions of Section 3.2 hereof II and (ii) certificates, or at M&T’s option, evidence of shares in book entry form, representing the shares of M&T Common Stock (“New Certificates”), each to evidence that all applicable stock transfer taxes have been paid. (c) If be given to the holders of ▇▇▇▇▇▇ Common Stock in exchange for Old Certificates are pursuant to this Article II. Upon such anniversary, any such cash or New Certificates remaining in the possession of the Exchange Agent (together with any earnings in respect thereof) shall be delivered to M&T. Any holder of Old Certificates who has not surrendered theretofore exchanged his or her Old Certificates pursuant to this Article II shall thereafter be entitled to look exclusively to M&T, and only as a general creditor thereof, for the consideration therefor is not claimed prior to the date on which he or she may be entitled upon exchange of such consideration would otherwise escheat Old Certificates pursuant to or become the property of any governmental unit or agency, the unclaimed consideration shall, to the extent permitted by abandoned property and any other applicable law, become the property of the Surviving Corporation (and to the extent not in its possession shall be paid over to the Surviving Corporation), free and clear of all claims or interest of any person previously entitled to such claimsthis Article II. Notwithstanding the foregoing, neither the Exchange Agent nor any party hereto shall be liable to any former holder of PNB Common Stock Old Certificates for any amount properly delivered to a public official pursuant to applicable abandoned property, escheat or similar laws. (b) Promptly after the Effective Time, but in no event later than ten days thereafter, M&T shall cause the Exchange Agent to mail or deliver to each person who was, immediately prior to the Effective Time, a holder of record of ▇▇▇▇▇▇ Common Stock and who theretofore has not submitted such holder’s Old Certificates with an Election Form, a form of letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to Old Certificates shall pass, only upon proper delivery of such certificates to the Exchange Agent) containing instructions for use in effecting the surrender of Old Certificates in exchange for the consideration to which such person may be entitled pursuant to this Article II. After completion of the allocation procedure set forth in Section 2.3 and upon surrender to the Exchange Agent of an Old Certificate for cancellation together with such letter of transmittal or Election Form, as the case may be, duly executed and completed in accordance with the instructions thereto, the holder of such Old Certificate shall promptly be provided in exchange therefor, but in no event later than ten Business Days after due surrender, a New Certificate and/or a check in the amount to which such holder is entitled pursuant to this Article II, and the Old Certificate so surrendered shall forthwith be canceled. No interest will accrue or be paid with respect to any property to be delivered upon surrender of Old Certificates. (c) If any cash payment is to be made in a name other than that in which the Old Certificate surrendered in exchange therefor is registered, it shall be a condition of such exchange that the person requesting such exchange shall pay any transfer or other taxes required by reason of the making of such payment of the Per Share Cash Consideration in a name other than that of the registered holder of the Old Certificate surrendered, or required for any other reason relating to such holder or requesting person, or shall establish to the reasonable satisfaction of the Exchange Agent that such tax has been paid or is not payable. If any New Certificate representing shares of M&T Common Stock is to be issued in the name of other than the registered holder of the Old Certificate surrendered in exchange therefor, it shall be a condition of the issuance thereof that the Old Certificate so surrendered shall be properly endorsed (or accompanied by an appropriate instrument of transfer) and otherwise in proper form for transfer, and that the person requesting such exchange shall pay to the Exchange Agent in advance any transfer or other taxes required by reason of the issuance of a certificate representing shares of M&T Common Stock in a name other than that of the registered holder of the Old Certificate surrendered, or required for any other reason relating to such holder or requesting person, or shall establish to the reasonable satisfaction of the Exchange Agent that such tax has been paid or is not payable. (d) At the election of Western, no No dividends or other distributions with respect to Western Common Stock with a record date occurring after the Effective Time with respect to M&T Common Stock shall be paid to the holder of any unsurrendered Old Certificate representing shares of PNB Common Stock converted in the Merger into the right to receive shares of such Western Common Stock until the holder thereof shall be entitled to receive New Certificates in exchange therefor in accordance with the procedures set forth in this Section 3.4, and no surrender such shares of PNB Common Stock shall be eligible to vote until the holder of Old Certificates is entitled to receive New Certificates in accordance with the procedures set forth in this Section 3.4. After becoming so entitled Certificate in accordance with this Section 3.4Article II. After the surrender of an Old Certificate in accordance with this Article II, the record holder thereof also shall be entitled to receive any such dividends or other distributions, without any interest thereon, which theretofore had become payable with respect to shares of Western M&T Common Stock such holder had represented by the right to receive upon surrender of the Old New Certificate. (e) Any portion of the Exchange Fund that remains unclaimed by the shareholders of PNB for six months At or after the Effective Time Time, there shall be returned no transfers on the stock transfer books of the Surviving Company of Old Shares. (f) If 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 M&T or the Exchange Agent, the posting by such person of a bond in such reasonable amount as M&T or the Exchange Agent may direct as indemnity against any claim that may be made against it with respect to Western. Any shareholders such Old Certificate, M&T or the Exchange Agent shall, in exchange for such lost, stolen or destroyed Old Certificate, pay or cause to be paid the consideration deliverable in respect of PNB who have not theretofore complied with the Old Shares formerly represented by such Old Certificate pursuant to this Article III shall thereafter look only to Western II. (g) Notwithstanding any other provision of this Agreement, neither certificates nor scrip for payment of the fractional shares of Western M&T Common Stock, cash Stock shall be issued in the Merger. Each holder who otherwise would have been entitled to a fraction of a share of M&T Common Stock shall receive in lieu thereof cash (without interest) in an amount determined by multiplying the fractional share interest to which such holder would otherwise be entitled (after taking into account all shares of ▇▇▇▇▇▇ Common Stock owned by such holder at the Effective Time) by the Closing Price. No such holder shall be entitled to dividends, voting rights or any other rights in respect of any fractional shares and unpaid dividends and distributions on Western Common Stock deliverable hereunder, in each case, without any interest thereonshare.

Exchange Procedures. (a) At or prior to As soon as reasonably practicable after the Effective Time, Western shall deposit, or Corel shall cause the Exchange Agent to be deposited, with such bank or trust company as Western shall elect (which may include a subsidiary of Western) (in such capacity, the "Exchange Agent"), for the benefit of the holders of certificates formerly representing shares of PNB Common Stock ("Old Certificates"), for exchange in accordance with this Article III, certificates representing the shares of Western Common Stock ("New Certificates") and an estimated amount of cash (such cash and New Certificates, together with any dividends or distributions with a record date occurring after the Effective Date with respect thereto, without any interest on any such cash, dividends or distributions, being hereinafter referred to as the "Exchange Fund") to be paid pursuant to this Article III in exchange for outstanding shares of PNB Common Stock. (b) As soon as practicable after the Effective Date, Western shall send or cause to be sent mail to each former holder of record of shares of PNB Common Stock a certificate or certificates which immediately prior to the Effective Time represented outstanding shares of Inprise Common Stock or Inprise Preferred Stock (the "Certificates") whose shares are converted pursuant to Section 2.01 (c) into the right to receive shares of Corel Common Stock (i) a letter of transmittal materials (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Agent and shall be in such form and have such other provisions as the Surviving Corporation may reasonably specify) and (ii) instructions for use in exchanging such shareholder's Old effecting the surrender of the Certificates in exchange for the consideration set forth certificates representing shares of Corel Common Stock and cash in this Article III, which transmittal materials PNB shall have had the opportunity to review prior lieu of fractional shares. Upon surrender of a Certificate for cancellation to the Effective Date. Western shall cause the New Certificates into which shares Exchange Agent, together with such letter of PNB Common Stock are converted on the Effective Date transmittal duly executed and any check completed in respect of any fractional share interests or dividends or distributions which accordance with its terms, the holder of such shares Certificate shall be entitled to receive upon delivery to in exchange therefor a certificate representing that number of whole shares of Corel Common Stock, plus the Exchange Agent of Old Certificates representing such shares (or an affidavit of lost certificate and, if required by the Exchange Agent, indemnity reasonably satisfactory to Western 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 such cash to be paid amount payable in lieu of fractional share interests or shares in respect accordance with Section 2.02(e), which such holder has the right to receive pursuant to the provisions of dividends or distributions which this Article II, and the Certificate so surrendered shall forthwith be cancelled. In no event shall the holder of any such person shall Certificate be entitled to receive pursuant interest on any funds to this Article III upon such deliverybe received in the Merger. In the event of a transfer of ownership of any shares of PNB Inprise Common Stock which is not registered in the transfer records of PNBInprise, the exchange described in this Section 3.4(b) may nonetheless be effected and a check for certificate representing that number of whole shares of Corel Common Stock, plus the cash to be paid amount payable in lieu of fractional shares in accordance with Section 2.02(e), may be issued to the a transferee if the Old Certificate representing such PNB Inprise Common Stock is presented to the Exchange Agent, Agent accompanied by all documents sufficient, in the discretion of Western and the Exchange Agent, (i) required to evidence and effect such transfer but for and the provisions person requesting such issuance shall pay any transfer or other taxes required by reason of the issuance of shares of Corel Common Stock to a person other than the registered holder of such Certificate or establish to the reasonable satisfaction of Corel that such tax has been paid or is not applicable. Until surrendered as contemplated by this Section 3.2 hereof and (ii) 2.02(b), each Certificate shall be deemed at any time after the Effective Time to evidence that all applicable stock transfer taxes represent ownership of the number of shares of Corel Common Stock into which the number of shares of Inprise Common Stock shown thereon have been paid. (c) If Old Certificates are not surrendered or the consideration therefor is not claimed prior to the date on which such consideration would otherwise escheat to or become the property of any governmental unit or agency, the unclaimed consideration shall, to the extent permitted converted as contemplated by abandoned property and any other applicable law, become the property of the Surviving Corporation (and to the extent not in its possession shall be paid over to the Surviving Corporation), free and clear of all claims or interest of any person previously entitled to such claimsthis Article II. Notwithstanding the foregoing, neither the Exchange Agent nor any party hereto shall be liable to any former holder of PNB Certificates representing Inprise Common Stock surrendered for exchange by any amount properly delivered to a public official pursuant to applicable abandoned property, escheat or similar lawsperson constituting an "affiliate" of Inprise for purposes of Section 6.04 shall not be exchanged until Corel has received an Affiliate Agreement (as defined in Section 6.04) executed by such person as provided in Section 6.04. (d) At the election of Western, no dividends or other distributions with respect to Western Common Stock with a record date occurring after the Effective Time shall be paid to the holder of any unsurrendered Old Certificate representing shares of PNB Common Stock converted in the Merger into the right to receive shares of such Western Common Stock until the holder thereof shall be entitled to receive New Certificates in exchange therefor in accordance with the procedures set forth in this Section 3.4, and no such shares of PNB Common Stock shall be eligible to vote until the holder of Old Certificates is entitled to receive New Certificates in accordance with the procedures set forth in this Section 3.4. After becoming so entitled in accordance with this Section 3.4, the record holder thereof also shall be entitled to receive any such dividends or other distributions, without any interest thereon, which theretofore had become payable with respect to shares of Western Common Stock such holder had the right to receive upon surrender of the Old Certificate. (e) Any portion of the Exchange Fund that remains unclaimed by the shareholders of PNB for six months after the Effective Time shall be returned by the Exchange Agent to Western. Any shareholders of PNB who have not theretofore complied with this Article III shall thereafter look only to Western for payment of the shares of Western Common Stock, cash in lieu of any fractional shares and unpaid dividends and distributions on Western Common Stock deliverable hereunder, in each case, without any interest thereon.

Exchange Procedures. (a) At or prior to Promptly following the Effective TimeTime of the Merger, Western Purchaser shall deposit, deposit or shall cause to be deposited, deposited with such bank or trust company as Western shall elect (which may include a subsidiary of Western) (in such capacity, the "Exchange Agent"), Paying Agent for the benefit of the holders of certificates formerly representing shares of PNB Company Common Stock ("Old Certificates")Stock, for exchange in accordance with this Article IIISection 3.2, certificates representing cash in that amount as is equal to the shares of Western Common Stock ("New Certificates") and an estimated amount of cash (such cash and New Certificates, together with any dividends or distributions with a record date occurring after the Effective Date with respect thereto, without any interest on any such cash, dividends or distributions, being hereinafter referred to as the "Exchange Fund") aggregate Merger Consideration required to be paid pursuant to this Article III Section 3.1 in exchange for outstanding the shares of PNB Common Stock. (b) As soon as practicable after the Effective Date, Western shall send or cause to be sent to each former holder of record of shares of PNB Company Common Stock outstanding immediately prior to the Effective Time transmittal materials of the Merger (the “Exchange Fund”). The Transfer Agent shall invest the Exchange Fund as directed by Purchaser on a daily basis. Purchaser shall be obligated to promptly deposit funds in the Exchange Fund to make up any difference if at any time the amount in the Exchange Fund is less than the aggregate Merger Consideration less amounts paid by the Paying Agent to holders of shares of Company Common Stock. The Exchange Fund shall not be used for any other purpose, it being understood that any and all interest earned on and other income resulting from investment of the Exchange Fund shall be promptly paid to Purchaser. (b) Within ten Business Days after the Effective Time, Purchaser shall cause the Paying Agent to mail to each holder of record of a Certificate, other than holders of Certificates representing Dissenting Shares and Treasury Shares, (i) a form of letter of transmittal, which shall specify that delivery shall be effected and risk of loss and title to the Certificates shall pass only upon proper delivery of the Certificates to the Paying Agent and which shall be in customary form and have such other provisions as Purchaser and the Company may reasonably agree and (ii) instructions for use in exchanging such shareholder's Old effecting the surrender of the Certificates in exchange for the consideration set forth Merger Consideration. Each holder of record who surrenders such Certificate or, in this Article IIIaccordance with Section 3.7, an affidavit and, if required, a bond regarding the loss or destruction of such Certificate, together with duly executed letter of transmittal materials, to the Paying Agent shall, upon acceptance thereof, be entitled to the cash into which transmittal materials PNB the shares of Company Common Stock represented by the Certificate shall have had been converted pursuant to Section 3.1. The Paying Agent shall accept such Certificate upon compliance with such reasonable and customary terms and conditions as the opportunity Paying Agent may impose to review prior to effect an orderly exchange thereof in accordance with normal practices. Until surrendered as contemplated by this Section 3.2, each Certificate representing Company Common Stock shall be cancelled and, other than Certificates representing Dissenting Shares and Treasury Shares, be deemed from and after the Effective Date. Western shall cause Time of the New Certificates into which shares of PNB Common Stock are converted on Merger to evidence only the Effective Date and any check in respect of any fractional share interests or dividends or distributions right to receive the Merger Consideration to which the holder of such shares Certificate is entitled hereunder upon such surrender. Purchaser shall not be entitled obligated to receive upon delivery deliver the Merger Consideration to the Exchange Agent of Old Certificates representing such shares (or an affidavit of lost certificate and, if required by the Exchange Agent, indemnity reasonably satisfactory to Western 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 such cash to be paid in lieu of fractional share interests or in respect of dividends or distributions which any such person shall be entitled to receive pursuant to this Article III upon such delivery. In the event former holder of a transfer of ownership of any shares of PNB Company Common Stock not registered in is entitled as a result of the transfer records of PNB, the Merger until such holder surrenders such holder’s Certificate or Certificates for exchange described as provided in this Section 3.4(b) may nonetheless be effected and a 3.2. If any check for the representing cash is to be paid issued in lieu of fractional shares may a name other than that in which a Certificate surrendered for exchange is issued, the Certificate so surrendered shall be issued properly endorsed and otherwise in proper form for transfer and the Person requesting such exchange shall affix any requisite stock transfer tax stamps to the transferee if the Old Certificate representing such PNB Common Stock is presented surrendered or provide funds for their purchase or establish to the Exchange Agent, accompanied by documents sufficient, in satisfaction of the discretion of Western and the Exchange Agent, (i) to evidence and effect Paying Agent that such transfer but for the provisions of Section 3.2 hereof and (ii) to evidence that all applicable stock transfer taxes have been paidpaid or are not payable. (c) If Old Certificates are not surrendered or All cash paid upon the consideration therefor is not claimed prior to the date on which such consideration would otherwise escheat to or become the property surrender for exchange of any governmental unit or agency, the unclaimed consideration shall, to the extent permitted by abandoned property and any other applicable law, become the property shares of the Surviving Corporation (and to the extent not in its possession shall be paid over to the Surviving Corporation), free and clear of all claims or interest of any person previously entitled to such claims. Notwithstanding the foregoing, neither the Exchange Agent nor any party hereto shall be liable to any former holder of PNB Company Common Stock for any amount properly delivered to a public official pursuant to applicable abandoned property, escheat or similar laws. (d) At the election of Western, no dividends or other distributions with respect to Western Common Stock with a record date occurring after the Effective Time shall be paid to the holder of any unsurrendered Old Certificate representing shares of PNB Common Stock converted in the Merger into the right to receive shares of such Western Common Stock until the holder thereof shall be entitled to receive New Certificates in exchange therefor in accordance with the procedures set forth terms hereof shall be deemed to have been paid in this Section 3.4, and no full satisfaction of all rights pertaining to such shares of PNB Common Stock shall be eligible to vote until the holder of Old Certificates is entitled to receive New Certificates in accordance with the procedures set forth in this Section 3.4. After becoming so entitled in accordance with this Section 3.4, the record holder thereof also shall be entitled to receive any such dividends or other distributions, without any interest thereon, which theretofore had become payable with respect to shares of Western Common Stock such holder had the right to receive upon surrender of the Old Certificate. (e) Any portion of the Exchange Fund that remains unclaimed by the shareholders of PNB for six months after the Effective Time shall be returned by the Exchange Agent to Western. Any shareholders of PNB who have not theretofore complied with this Article III shall thereafter look only to Western for payment of the shares of Western Company Common Stock, cash in lieu of any fractional shares and unpaid dividends and distributions on Western Common Stock deliverable hereunder, in each case, without any interest thereon.

Exchange Procedures. (a) At or prior to the Effective Time, Western shall deposit, or shall cause to be deposited, with such bank or trust company as Western shall elect (which may include a subsidiary of Western) (in such capacity, the "Exchange Agent"), for the benefit of the holders of certificates formerly representing shares of PNB Common Stock ("Old Certificates"), for exchange in accordance with this Article III, certificates representing the shares of Western Common Stock ("New Certificates") and an estimated amount of cash (such cash and New Certificates, together with any dividends or distributions with a record date occurring after the Effective Date with respect thereto, without any interest on any such cash, dividends or distributions, being hereinafter referred to as the "Exchange Fund") to be paid pursuant to this Article III in exchange for outstanding shares of PNB Common Stock. (b) As soon as reasonably practicable after the Effective DateTime (and in any case no later than five (5) business days thereafter), Western shall send or cause to be sent to each former holder of record of shares of PNB Common Stock immediately prior to the Effective Time transmittal materials for use in exchanging such shareholder's Old Certificates for the consideration set forth in this Article III, which transmittal materials PNB shall have had the opportunity to review prior to the Effective Date. Western Fidelity shall cause the New Certificates into which Exchange Agent to mail to each record holder of a certificate representing shares of PNB MNB Common Stock are converted on (a “MNB Certificate”) a letter of transmittal which shall specify that delivery of the Effective Date MNB Certificates shall be effected, and any check risk of loss and title to the MNB Certificates shall pass, only upon delivery of the MNB Certificates to the Exchange Agent, and which letter shall be in respect of any fractional share interests or dividends or distributions which customary form and have such other provisions as Fidelity may reasonably specify and instructions for effecting the holder surrender of such shares shall be entitled to receive upon delivery MNB Certificates in exchange for the Merger Consideration. Upon surrender of a MNB Certificate to the Exchange Agent together with such letter of Old Certificates representing transmittal, duly executed and completed in accordance with the instructions thereto, and such shares (or an affidavit of lost certificate and, if other documents as may reasonably be required by the Exchange Agent, indemnity reasonably satisfactory to Western and the Exchange Agent, if any holder of such certificates are lostMNB 13 Certificate shall be entitled to receive in exchange therefor (A) a certificate or electronic book entry to their account representing, stolen or destroyedin the aggregate, the whole number of shares of Fidelity Common Stock that such holder has the right to receive pursuant to Section 1.02(h)(iii) owned by and/or (B) a check in the amount equal to the aggregate amount of cash that such shareholderholder has the right to receive pursuant to Section 1.02(h)(iv). No interest will be paid or will accrue on any such cash to be paid in lieu of fractional share interests or in respect of dividends or distributions which any such person shall be entitled to receive payment pursuant to this Article III upon such deliverySection 1.02(h)(iv). In the event of a transfer of ownership of any shares of PNB MNB Common Stock which is not registered in the transfer records of PNBMNB, a certificate representing, in the aggregate, the exchange described in this proper number of shares of Fidelity Common Stock pursuant to Section 3.4(b1.02(h) may nonetheless be effected and and/or a check for in the cash proper amount pursuant to be paid in lieu of fractional shares Sections 1.02(h)(iv) may be issued with respect to such MNB Common Stock, as the case may be, to such a transferee if the Old MNB Certificate formerly representing such PNB shares of MNB Common Stock is presented to the Exchange Agent, accompanied by all documents sufficient, in the discretion of Western and the Exchange Agent, (i) required to evidence and effect such transfer but for the provisions of Section 3.2 hereof and (ii) to evidence that all any applicable stock transfer taxes have been paid. (c) If Old Certificates are not surrendered or the consideration therefor is not claimed prior to the date on which such consideration would otherwise escheat to or become the property of any governmental unit or agency, the unclaimed consideration shall, to the extent permitted by abandoned property and any other applicable law, become the property of the Surviving Corporation (and to the extent not in its possession shall be paid over to the Surviving Corporation), free and clear of all claims or interest of any person previously entitled to such claims. Notwithstanding the foregoing, neither the Exchange Agent nor any party hereto shall be liable to any former holder of PNB Common Stock for any amount properly delivered to a public official pursuant to applicable abandoned property, escheat or similar laws. (d) At the election of Western, no dividends or other distributions with respect to Western Common Stock with a record date occurring after the Effective Time shall be paid to the holder of any unsurrendered Old Certificate representing shares of PNB Common Stock converted in the Merger into the right to receive shares of such Western Common Stock until the holder thereof shall be entitled to receive New Certificates in exchange therefor in accordance with the procedures set forth in this Section 3.4, and no such shares of PNB Common Stock shall be eligible to vote until the holder of Old Certificates is entitled to receive New Certificates in accordance with the procedures set forth in this Section 3.4. After becoming so entitled in accordance with this Section 3.4, the record holder thereof also shall be entitled to receive any such dividends or other distributions, without any interest thereon, which theretofore had become payable with respect to shares of Western Common Stock such holder had the right to receive upon surrender of the Old Certificate. (e) Any portion of the Exchange Fund that remains unclaimed by the shareholders of PNB for six months after the Effective Time shall be returned by the Exchange Agent to Western. Any shareholders of PNB who have not theretofore complied with this Article III shall thereafter look only to Western for payment of the shares of Western Common Stock, cash in lieu of any fractional shares and unpaid dividends and distributions on Western Common Stock deliverable hereunder, in each case, without any interest thereon.

Exchange Procedures. (a) At or prior to As soon as reasonably practicable after the Effective Time, Western shall deposit, or the Surviving Corporation shall cause the Exchange Agent to be deposited, with such bank or trust company as Western shall elect (which may include a subsidiary of Western) (in such capacity, the "Exchange Agent"), for the benefit of the holders of certificates formerly representing shares of PNB Common Stock ("Old Certificates"), for exchange in accordance with this Article III, certificates representing the shares of Western Common Stock ("New Certificates") and an estimated amount of cash (such cash and New Certificates, together with any dividends or distributions with a record date occurring after the Effective Date with respect thereto, without any interest on any such cash, dividends or distributions, being hereinafter referred to as the "Exchange Fund") to be paid pursuant to this Article III in exchange for outstanding shares of PNB Common Stock. (b) As soon as practicable after the Effective Date, Western shall send or cause to be sent mail to each former holder of record of shares of PNB a certificate which represented Common Stock Shares immediately prior to the Effective Time (the "Certificates") (i) a letter of transmittal materials specifying 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, such letter of transmittal to be in such form and have such other provisions as Parent shall reasonably determine, and (ii) instructions for use in exchanging such shareholder's Old effecting the surrender of the Certificates in exchange for the consideration set forth described in Section 4.1 and 4.3(b). The Certificates so delivered shall be duly endorsed as the Exchange Agent may require. The Exchange Agent may establish such other reasonable and customary rules and procedures in this Article IIIconnection with its duties as it may deem appropriate. After the Effective Time, which transmittal materials PNB each holder of Common Shares (other than Excluded Shares and Dissenting Shares) issued and outstanding at the Effective Time shall have had surrender the opportunity to review prior Certificates representing such Common Shares to the Effective DateExchange Agent together with the letter of transmittal and such other documents as may reasonably be required by the Exchange Agent. Western shall cause the New Certificates into which shares Upon surrender of PNB Common Stock are converted on the Effective Date and any check in respect of any fractional share interests or dividends or distributions which the a Certificate, such holder of such shares shall be entitled to receive upon delivery to in exchange therefor the Exchange Agent of Old Certificates representing such shares (consideration provided in Section 4.1 or an affidavit of lost certificate and4.3(b), if required by the Exchange Agentas applicable, indemnity reasonably satisfactory to Western and the Exchange Agent, if any of such certificates are lost, stolen together with all undelivered dividends or destroyed) owned by such shareholder. No interest will be paid on any such cash to be paid in lieu of fractional share interests or distributions in respect of dividends or distributions such Common Shares (without interest thereon) pursuant to Section 4.5, less any withholding of Taxes as may be required by applicable Law, and the Certificate so surrendered shall forthwith be canceled. Subject to the second and third succeeding sentences, Parent shall not be obligated to deliver the consideration to which any former holder of Common Shares is entitled as a result of the Merger until such person shall be entitled to receive pursuant to holder surrenders such holder's Certificates for exchange as provided in this Article III upon such deliverySection 4.4. In the event of a transfer of ownership of any shares of PNB Common Stock Shares represented by Certificates that are not registered in the transfer records of PNBthe Company, the exchange described consideration provided in this Section 3.4(b) may nonetheless be effected and a check for the cash to be paid in lieu of fractional shares 4.1 or 4.3(b), as applicable, may be issued to the a transferee if the Old Certificate Certificates representing such PNB Common Stock is presented Shares are delivered to the Exchange Agent, accompanied by all documents sufficientrequired to evidence such transfer. If payment of the Merger Consideration is to be made to a Person other than the Person in whose name the surrendered Certificate is registered, it shall be a condition of payment that the Certificate so surrendered shall be properly endorsed or shall be otherwise in proper form for transfer and that the discretion Person requesting such payment shall have paid any transfer and other taxes required by reason of Western the payment of the Merger Consideration to a Person other than the registered holder of the Certificate surrendered or shall have established to the satisfaction of the Surviving Corporation that such tax either has been paid or is not applicable. If any Certificate shall have been lost, stolen, mislaid or destroyed, upon receipt of (a) an affidavit of that fact from the holder claiming such Certificate to be lost, mislaid, stolen or destroyed, (b) such bond, security or indemnity as Parent and the Exchange AgentAgent may reasonably require, and (ic) any other documents reasonably necessary to evidence and effect the bona fide exchange thereof, the Exchange Agent shall issue to such transfer but for holder the provisions of Section 3.2 hereof and (ii) to evidence that all applicable stock transfer taxes consideration into which the Common Shares represented by such lost, stolen, mislaid or destroyed Certificate shall have been paid. (c) If Old Certificates are not surrendered or the consideration therefor is not claimed prior to the date on which such consideration would otherwise escheat to or become the property converted. Any other provision of any governmental unit or agencythis Agreement notwithstanding, the unclaimed consideration shallneither Parent, to the extent permitted by abandoned property and any other applicable law, become the property of the Surviving Corporation (and to the extent not in its possession shall be paid over to the Surviving Corporation), free and clear of all claims or interest of any person previously entitled to such claims. Notwithstanding the foregoing, neither nor the Exchange Agent nor any party hereto shall be liable to any former a holder of PNB Common Stock Shares for any amount properly amounts paid or property delivered in good faith to a public official pursuant to any applicable abandoned property, escheat or similar lawsLaw. (d) At the election of Western, no dividends or other distributions with respect to Western Common Stock with a record date occurring after the Effective Time shall be paid to the holder of any unsurrendered Old Certificate representing shares of PNB Common Stock converted in the Merger into the right to receive shares of such Western Common Stock until the holder thereof shall be entitled to receive New Certificates in exchange therefor in accordance with the procedures set forth in this Section 3.4, and no such shares of PNB Common Stock shall be eligible to vote until the holder of Old Certificates is entitled to receive New Certificates in accordance with the procedures set forth in this Section 3.4. After becoming so entitled in accordance with this Section 3.4, the record holder thereof also shall be entitled to receive any such dividends or other distributions, without any interest thereon, which theretofore had become payable with respect to shares of Western Common Stock such holder had the right to receive upon surrender of the Old Certificate. (e) Any portion of the Exchange Fund that remains unclaimed by the shareholders of PNB for six months after the Effective Time shall be returned by the Exchange Agent to Western. Any shareholders of PNB who have not theretofore complied with this Article III shall thereafter look only to Western for payment of the shares of Western Common Stock, cash in lieu of any fractional shares and unpaid dividends and distributions on Western Common Stock deliverable hereunder, in each case, without any interest thereon.

Exchange Procedures. Promptly (aand in any event no more than three Business Days) At or prior to after the Effective Time, Western the Surviving Corporation shall deposit, or shall cause instruct the Exchange Agent to be deposited, with such bank or trust company as Western shall elect (which may include a subsidiary of Western) (in such capacity, the "Exchange Agent"), for the benefit of the holders of certificates formerly representing shares of PNB Common Stock ("Old Certificates"), for exchange in accordance with this Article III, certificates representing the shares of Western Common Stock ("New Certificates") and an estimated amount of cash (such cash and New Certificates, together with any dividends or distributions with a record date occurring after the Effective Date with respect thereto, without any interest on any such cash, dividends or distributions, being hereinafter referred to as the "Exchange Fund") to be paid pursuant to this Article III in exchange for outstanding shares of PNB Common Stock. (b) As soon as practicable after the Effective Date, Western shall send or cause to be sent mail to each former holder of record of shares of PNB Common Stock a certificate (or certificates) that immediately prior to the Effective Time represented outstanding shares of Company Common Stock (the “Certificates”) (i) a form of a letter of transmittal materials (which shall be in customary form and shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass only upon proper delivery of the Certificates, together with such letter(s) of transmittal properly completed and duly executed, to the Exchange Agent) and (ii) instructions for use in exchanging such shareholder's Old effecting the surrender of the Certificates in exchange for the consideration set forth in this Article III, which transmittal materials PNB shall have had the opportunity to review prior to the Effective Date. Western shall cause the New Certificates into which shares of PNB Common Stock are converted on the Effective Date and any check Merger Consideration payable in respect of any fractional share interests or dividends or distributions which the shares of Company Common Stock represented by 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 shares Certificate shall be entitled to receive upon delivery to in exchange therefor the Exchange Agent of Old Certificates representing such shares (or an affidavit of lost certificate and, if required by the Exchange Agent, indemnity reasonably satisfactory to Western 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 such cash to be paid in lieu of fractional share interests or Merger Consideration payable in respect of dividends or distributions which any the shares of Company Common Stock represented by such person Certificate and the Certificate so surrendered shall forthwith be entitled to receive pursuant to this Article III upon such deliverycanceled. In the event of a transfer of ownership of any shares of PNB Company Common Stock that is not registered in the transfer records of PNBthe Company, the exchange described Merger Consideration payable in this Section 3.4(b) respect of such shares of Company Common Stock may nonetheless be effected and a check for the cash to be paid in lieu of fractional shares may be issued to the a transferee if the Old Certificate representing such PNB shares of Company Common Stock is presented to the Exchange Agent, accompanied by all documents sufficient, in the discretion of Western and the Exchange Agent, (i) required to evidence and effect such transfer but for the provisions of Section 3.2 hereof and (ii) to by evidence that all any applicable stock transfer taxes Taxes have been paid. (c) If Old Certificates are not . Until surrendered or the consideration therefor is not claimed prior to the date on which such consideration would otherwise escheat to or become the property of any governmental unit or agencyas contemplated by this Section 3.2, the unclaimed consideration shall, to the extent permitted by abandoned property and any other applicable law, become the property of the Surviving Corporation (and to the extent not in its possession each Certificate shall be paid over to the Surviving Corporation), free and clear of all claims or interest of deemed at any person previously entitled to such claims. Notwithstanding the foregoing, neither the Exchange Agent nor any party hereto shall be liable to any former holder of PNB Common Stock for any amount properly delivered to a public official pursuant to applicable abandoned property, escheat or similar laws. (d) At the election of Western, no dividends or other distributions with respect to Western Common Stock with a record date occurring time after the Effective Time shall be paid to the holder of any unsurrendered Old Certificate representing shares of PNB Common Stock converted in the Merger into represent only the right to receive shares of receive, upon such Western Common Stock until the holder thereof shall be entitled to receive New Certificates in exchange therefor in accordance with the procedures set forth in this Section 3.4, and no such shares of PNB Common Stock shall be eligible to vote until the holder of Old Certificates is entitled to receive New Certificates in accordance with the procedures set forth in this Section 3.4. After becoming so entitled in accordance with this Section 3.4surrender, the record holder thereof also shall be entitled to receive any such dividends or other distributions, without any interest thereon, which theretofore had become Merger Consideration payable with in respect to shares of Western Common Stock such holder had the right to receive upon surrender of the Old Certificate. (e) Any portion of the Exchange Fund that remains unclaimed by the shareholders of PNB for six months after the Effective Time shall be returned by the Exchange Agent to Western. Any shareholders of PNB who have not theretofore complied with this Article III shall thereafter look only to Western for payment of the shares of Western Common Stock, cash in lieu of any fractional shares and unpaid dividends and distributions on Western Company Common Stock deliverable hereunder, in each case, without any interest thereonrepresented by such Certificate.

Exchange Procedures. (a) At or prior to the Effective Time, Western shall deposit, or shall cause to be deposited, with such bank or trust company as Western shall elect (which may include a subsidiary of Western) (in such capacity, the "Exchange Agent"), for the benefit of the holders of certificates formerly representing shares of PNB Common Stock ("Old Certificates"), for exchange in accordance with this Article III, certificates representing the shares of Western Common Stock ("New Certificates") and an estimated amount of cash (such cash and New Certificates, together with any dividends or distributions with a record date occurring after the Effective Date with respect thereto, without any interest on any such cash, dividends or distributions, being hereinafter referred to as the "Exchange Fund") to be paid pursuant to this Article III in exchange for outstanding shares of PNB Common Stock. (b) As soon as reasonably practicable after the Effective DateTime (and in any case no later than 5 days thereafter), Western Surviving Corporation A and Surviving Corporation B shall send or cause the Exchange Agent to be sent mail (a) to each former record holder of record of shares of PNB Common Stock a certificate that immediately prior to the Effective Time transmittal materials for use in exchanging such shareholder's Old Certificates for represented issued and outstanding shares of Parent Common Stock ("Parent Certificates" and together with the consideration set forth in this Article IIIConectiv Certificates, which transmittal materials PNB shall have had the opportunity "Certificates") and (b) to review each record holder of an Conectiv Certificate immediately prior to the Effective Date. Western shall cause Time who has not surrendered Conectiv Certificates representing all of the New Certificates into which shares of PNB Common Conectiv Stock are converted on owned by such holder pursuant to Section 1.9(b), a letter of transmittal which shall specify that delivery shall be effected, and risk of loss and title to the Effective Date Certificates shall pass, only upon delivery of the Certificates to the Exchange Agent, and any check which letter shall be in respect of any fractional share interests or dividends or distributions which customary form and have such other provisions as HoldCo may reasonably specify and (ii) instructions for effecting the holder surrender of such shares shall be entitled to receive upon delivery Certificates in exchange for the Parent Merger Consideration or the Conectiv Merger Consideration, as the case may be. Upon surrender of a Certificate to the Exchange Agent together with such letter of Old Certificates representing transmittal, duly executed and completed in accordance with the instructions thereto, and such shares (or an affidavit of lost certificate and, if other documents as may reasonably be required by the Exchange Agent, indemnity reasonably satisfactory to Western and the Exchange Agent, if any holder of such certificates are lostCertificate shall be entitled to receive in exchange therefor (A) a certificate representing, stolen in the aggregate, the whole number of shares of HoldCo Common Stock that such holder has the right to receive pursuant to Section 1.8 (after taking into account all shares of Conectiv Stock or destroyed) owned Parent Common Stock, as the case may be, then held by such shareholderholder) and/or (B) a check in the amount equal to the cash that such holder has the right to receive pursuant to Sections 1.8, 2.3 and/or 2.5. No interest will be paid or will accrue on any such cash to be paid in lieu of fractional share interests or in respect of dividends or distributions which any such person shall be entitled to receive payable pursuant to this Article III upon such deliverySection 1.8, 2.3 or 2.5. In the event of a transfer of ownership of any shares of PNB Conectiv Stock or Parent Common Stock Stock, as the case may be, which is not registered in the transfer records of PNBConectiv or Parent, as the case may be, a certificate representing, in the aggregate, the exchange described in this Section 3.4(b) may nonetheless be effected and proper number of shares of HoldCo Common Stock and/or a check for in the cash proper amount pursuant to be paid in lieu of fractional shares Sections 1.8, 2.3 and/or 2.5 may be issued with respect to such Conectiv Stock or Parent Common Stock, as the case may be, to such a transferee if the Old Certificate formerly representing such PNB shares of Conectiv Stock or Parent Common Stock Stock, as the case may be, is presented to the Exchange Agent, accompanied by all documents sufficient, in the discretion of Western and the Exchange Agent, (i) required to evidence and effect such transfer but for the provisions of Section 3.2 hereof and (ii) to evidence that all any applicable stock transfer taxes have been paid. (c. Persons who have submitted an effective Form of Election as provided in Section 1.9(b) If Old and surrendered Certificates are not surrendered or the consideration therefor is not claimed prior to the date on which such consideration would otherwise escheat to or become the property of any governmental unit or agency, the unclaimed consideration shall, to the extent permitted by abandoned property and any other applicable law, become the property of the Surviving Corporation (and to the extent not in its possession as provided therein shall be paid over to treated as if they have properly surrendered Certificates together with the Surviving Corporation), free and clear letter of all claims or interest of any person previously entitled to such claims. Notwithstanding the foregoing, neither the Exchange Agent nor any party hereto shall be liable to any former holder of PNB Common Stock for any amount properly delivered to a public official transmittal pursuant to applicable abandoned property, escheat or similar laws. (d) At the election of Western, no dividends or other distributions with respect to Western Common Stock with a record date occurring after the Effective Time shall be paid to the holder of any unsurrendered Old Certificate representing shares of PNB Common Stock converted in the Merger into the right to receive shares of such Western Common Stock until the holder thereof shall be entitled to receive New Certificates in exchange therefor in accordance with the procedures set forth in this Section 3.4, and no such shares of PNB Common Stock shall be eligible to vote until the holder of Old Certificates is entitled to receive New Certificates in accordance with the procedures set forth in this Section 3.4. After becoming so entitled in accordance with this Section 3.4, the record holder thereof also shall be entitled to receive any such dividends or other distributions, without any interest thereon, which theretofore had become payable with respect to shares of Western Common Stock such holder had the right to receive upon surrender of the Old Certificate2.2. (e) Any portion of the Exchange Fund that remains unclaimed by the shareholders of PNB for six months after the Effective Time shall be returned by the Exchange Agent to Western. Any shareholders of PNB who have not theretofore complied with this Article III shall thereafter look only to Western for payment of the shares of Western Common Stock, cash in lieu of any fractional shares and unpaid dividends and distributions on Western Common Stock deliverable hereunder, in each case, without any interest thereon.

Exchange Procedures. Promptly after the Effective Time, Valero shall cause the Exchange Agent to mail to each holder of a UDS Certificate (other than UDS Certificates representing Dissenting Shares) that has not timely submitted a properly completed and executed Form of Election accompanied by an appropriately endorsed Certificate or Certificates representing all of the shares of Company Common Stock owned by that shareholder (or, alternatively, by an appropriate guarantee of delivery) (a) At a letter of transmittal (the "Letter of Transmittal") that shall specify that delivery shall be effected, and risk of loss and title to the UDS Certificates shall pass, only upon proper delivery of the UDS Certificates to the Exchange Agent, and which Letter of Transmittal shall be in customary form and have such other provisions as Valero or UDS may reasonably specify (such letter to be reasonably acceptable to UDS and Valero prior to the Effective Time, Western shall deposit, or shall cause to be deposited, with ) and (b) instructions for effecting the surrender of such bank or trust company as Western shall elect (which may include a subsidiary of Western) (UDS Certificates in such capacity, the "Exchange Agent"), exchange for the benefit of the holders of certificates formerly representing shares of PNB Common Stock ("Old Certificates"), for exchange in accordance with this Article III, certificates representing the shares of Western Common Stock ("New Certificates") and an estimated amount of cash (such cash and New CertificatesMerger Consideration, together with any dividends or and other distributions with a record date occurring after the Effective Date with respect thereto, without any interest on any such cash, dividends or distributions, being hereinafter referred to as the "Exchange Fund") to be paid pursuant to this Article III in exchange for outstanding shares of PNB Common Stock. (b) As soon as practicable after the Effective Date, Western shall send or cause to be sent to each former holder of record of shares of PNB Common Stock immediately prior to the Effective Time transmittal materials for use in exchanging such shareholder's Old Certificates for the consideration set forth in this Article III, which transmittal materials PNB shall have had the opportunity to review prior to the Effective Date. Western shall cause the New Certificates into which shares of PNB Common Stock are converted on the Effective Date thereto and any check cash in respect lieu of any fractional share interests or dividends or distributions which the holder shares. Upon surrender of such shares shall be entitled to receive upon delivery a UDS Certificate to the Exchange Agent together with such Letter of Old Certificates representing Transmittal or the Form of Election pursuant to Section 3.1(j), duly executed and completed in accordance with the instructions thereto, and such shares (or an affidavit of lost certificate and, if other documents as may reasonably be required by the Exchange Agent, indemnity reasonably satisfactory the holder of such UDS Certificate shall be entitled to Western and receive in exchange therefor (i) shares of Valero Common Stock (which shall be in uncertificated book-entry form, unless a physical certificate is requested by such holder or is otherwise required by applicable law or regulation) representing, in the Exchange Agentaggregate, the whole number of shares that such holder has the right to receive pursuant to Section 3.1(b) or 3.1(d) (in each case, after taking into account all shares of UDS Common Stock then held by such holder), (ii) a check in the amount equal to the cash, if any, that such holder has the right to receive pursuant to Section 3.1, and (iii) a check in the amount equal to the cash, if any, that such holder has the right to receive pursuant to the provisions of this Article III other than Section 3.1, including cash in lieu of any fractional shares of such certificates are lost, stolen or destroyed) owned by such shareholderValero Common Stock pursuant to Section 3.7 and dividends and other distributions pursuant to Section 3.5. No interest will be paid or will accrue on any such cash to be paid in lieu of fractional share interests or in respect of dividends or distributions which any such person shall be entitled to receive payable pursuant to the provisions of this Article III upon such deliveryIII. In the event of a transfer of ownership of any shares of PNB UDS Common Stock that is not registered in the transfer records of PNBUDS, one or more shares of Valero Common Stock evidencing, in the aggregate, the exchange described in this proper number of shares of Valero Common Stock pursuant to Section 3.4(b) may nonetheless be effected and 3.1, a check for in the proper amount of cash representing Cash Consideration pursuant to be paid Section 3.1, a check in the proper amount of cash in lieu of any fractional shares of Valero Common Stock pursuant to Section 3.7 and any dividends or other distributions to which such holder is entitled pursuant to Section 3.5, may be issued with respect to the such UDS Common Stock to such a transferee if the Old UDS Certificate representing such PNB shares of UDS Common Stock is presented to the Exchange Agent, accompanied by all documents sufficient, in the discretion of Western and the Exchange Agent, (i) required to evidence and effect such transfer but for the provisions of Section 3.2 hereof and (ii) to evidence that all any applicable stock transfer taxes have been paid. (c) If Old Certificates are not surrendered or the consideration therefor is not claimed prior to the date on which such consideration would otherwise escheat to or become the property of any governmental unit or agency, the unclaimed consideration shall, to the extent permitted by abandoned property and any other applicable law, become the property of the Surviving Corporation (and to the extent not in its possession shall be paid over to the Surviving Corporation), free and clear of all claims or interest of any person previously entitled to such claims. Notwithstanding the foregoing, neither the Exchange Agent nor any party hereto shall be liable to any former holder of PNB Common Stock for any amount properly delivered to a public official pursuant to applicable abandoned property, escheat or similar laws. (d) At the election of Western, no dividends or other distributions with respect to Western Common Stock with a record date occurring after the Effective Time shall be paid to the holder of any unsurrendered Old Certificate representing shares of PNB Common Stock converted in the Merger into the right to receive shares of such Western Common Stock until the holder thereof shall be entitled to receive New Certificates in exchange therefor in accordance with the procedures set forth in this Section 3.4, and no such shares of PNB Common Stock shall be eligible to vote until the holder of Old Certificates is entitled to receive New Certificates in accordance with the procedures set forth in this Section 3.4. After becoming so entitled in accordance with this Section 3.4, the record holder thereof also shall be entitled to receive any such dividends or other distributions, without any interest thereon, which theretofore had become payable with respect to shares of Western Common Stock such holder had the right to receive upon surrender of the Old Certificate. (e) Any portion of the Exchange Fund that remains unclaimed by the shareholders of PNB for six months after the Effective Time shall be returned by the Exchange Agent to Western. Any shareholders of PNB who have not theretofore complied with this Article III shall thereafter look only to Western for payment of the shares of Western Common Stock, cash in lieu of any fractional shares and unpaid dividends and distributions on Western Common Stock deliverable hereunder, in each case, without any interest thereon.

Exchange Procedures. (a) At or prior to the Effective Time, Western shall deposit, or shall cause to be deposited, with such bank or trust company as Western shall elect (which may include a subsidiary of Western) (in such capacity, the "Exchange Agent"), for the benefit of the holders of certificates formerly representing shares of PNB Common Stock ("Old Certificates"), for exchange in accordance with this Article III, certificates representing the shares of Western Common Stock ("New Certificates") and an estimated amount of cash (such cash and New Certificates, together with any dividends or distributions with a record date occurring after the Effective Date with respect thereto, without any interest on any such cash, dividends or distributions, being hereinafter referred to as the "Exchange Fund") to be paid pursuant to this Article III in exchange for outstanding shares of PNB Common Stock. (b) As soon as reasonably practicable after the Effective DateTime and subject to the surrender provisions of this Section 2.2(b), Western the Exchange Agent shall send or cause to be sent deliver to each former holder of record of shares of PNB Common Stock immediately a certificate or certificates which promptly prior to the Effective Time transmittal materials for use in exchanging represented outstanding shares of Company Common Stock (the “Certificates”) whose shares are converted pursuant to Section 2.1(c) into the right to receive shares of Parent Common Stock a certificate representing that number of shares of Parent Common Stock which such shareholder's Old Certificates for holder has the consideration set forth in this Article III, which transmittal materials PNB shall have had the opportunity right to review prior receive pursuant to the Effective Dateprovisions of this Section 2. Western shall cause Upon surrender of a Certificate for cancellation to the New Certificates into which shares of PNB Common Stock are converted on the Effective Date Exchange Agent, together with such endorsements for transfer duly executed and any check in respect of any fractional share interests or dividends or distributions which completed, the holder of such shares Certificate shall be entitled to receive upon delivery in exchange therefor a certificate representing that number of shares of Parent Common Stock which such holder has the right to receive pursuant to the Exchange Agent provisions of Old Certificates representing such shares (or an affidavit of lost certificate andthis Section 2, if required by the Exchange Agent, indemnity reasonably satisfactory to Western and the Exchange Agent, if Certificate so surrendered shall forthwith be canceled. In no event shall the holder of any of such certificates are lost, stolen or destroyed) owned by such shareholder. No interest will be paid on any such cash to be paid in lieu of fractional share interests or in respect of dividends or distributions which any such person shall Certificate be entitled to receive pursuant interest on any property to this Article III upon such deliverybe received in the Merger. In the event of a transfer of ownership of any shares of PNB Company Common Stock which is not registered in the transfer records of PNBCompany, the exchange described in this Section 3.4(b) may nonetheless be effected and a check for the cash to be paid in lieu certificate representing that number of fractional whole shares of Parent Common Stock may be issued to the a transferee if the Old Certificate representing such PNB Company Common Stock is presented to the Exchange Agent, Agent accompanied by all documents sufficient, in the discretion of Western and the Exchange Agent, (i) required to evidence and effect such transfer but for the provisions of Section 3.2 hereof and (ii) to by evidence that all any applicable stock transfer taxes have been paid. (c) If Old Certificates are not . Until surrendered or the consideration therefor is not claimed prior to the date on which such consideration would otherwise escheat to or become the property of any governmental unit or agencyas contemplated by this Section 2.2(b), the unclaimed consideration shall, to the extent permitted by abandoned property and any other applicable law, become the property of the Surviving Corporation (and to the extent not in its possession each Certificate shall be paid over to the Surviving Corporation), free and clear of all claims or interest of deemed at any person previously entitled to such claims. Notwithstanding the foregoing, neither the Exchange Agent nor any party hereto shall be liable to any former holder of PNB Common Stock for any amount properly delivered to a public official pursuant to applicable abandoned property, escheat or similar laws. (d) At the election of Western, no dividends or other distributions with respect to Western Common Stock with a record date occurring time after the Effective Time shall be paid for all corporate purposes of Parent, except as limited by paragraph (c) below, to represent ownership of the holder number of any unsurrendered Old Certificate representing shares of PNB Parent Common Stock converted in into which the Merger into the right to receive number of shares of such Western Company Common Stock until the holder thereof shall be entitled to receive New Certificates in exchange therefor in accordance with the procedures set forth in shown thereon have been converted as contemplated by this Section 3.4, and no such shares of PNB Common Stock shall be eligible to vote until the holder of Old Certificates is entitled to receive New Certificates in accordance with the procedures set forth in this Section 3.4. After becoming so entitled in accordance with this Section 3.4, the record holder thereof also shall be entitled to receive any such dividends or other distributions, without any interest thereon, which theretofore had become payable with respect to shares of Western Common Stock such holder had the right to receive upon surrender of the Old Certificate2. (e) Any portion of the Exchange Fund that remains unclaimed by the shareholders of PNB for six months after the Effective Time shall be returned by the Exchange Agent to Western. Any shareholders of PNB who have not theretofore complied with this Article III shall thereafter look only to Western for payment of the shares of Western Common Stock, cash in lieu of any fractional shares and unpaid dividends and distributions on Western Common Stock deliverable hereunder, in each case, without any interest thereon.

Exchange Procedures. Acquiror shall cause the Exchange Agent, promptly after the Effective Time (aand in no event later than five (5) At or prior to Business Days following the Effective Time, Western shall deposit, or shall cause to be deposited, with such bank or trust company as Western shall elect (which may include a subsidiary of Western) (in such capacity, the "Exchange Agent"), for the benefit of the holders of certificates formerly representing shares of PNB Common Stock ("Old Certificates"), for exchange in accordance with this Article III, certificates representing the shares of Western Common Stock ("New Certificates") and an estimated amount of cash (such cash and New Certificates, together with any dividends or distributions with a record date occurring after the Effective Date with respect thereto, without any interest on any such cash, dividends or distributions, being hereinafter referred to as the "Exchange Fund") to be paid pursuant to this Article III in exchange for outstanding shares of PNB Common Stock. (b) As soon as practicable after the Effective Date, Western shall send or cause to be sent mail to each former holder of record of shares of PNB Common Stock a certificate or certificates that immediately prior to the Effective Time represented outstanding Company Shares (the “Company Stock Certificates”) that were converted into the right to receive the Merger Consideration pursuant to Section 2.1, (i) a letter of transmittal materials (which shall specify that delivery shall be effected and risk of loss and title to the Company Stock Certificates shall pass only upon delivery of the Company Stock Certificates to the Exchange Agent and shall be in such form and have such other customary provisions as Acquiror and the Company may reasonably specify) and (ii) instructions for completion and use in exchanging such shareholder's Old effecting the surrender of the Company Stock Certificates in exchange for the consideration set forth in this Article III, which transmittal materials PNB shall have had the opportunity to review prior Merger Consideration. Upon surrender of a Company Stock Certificate for cancellation to the Effective Date. Western shall cause Exchange Agent, together with such letter of transmittal duly executed in accordance with the New Certificates into which shares of PNB Common Stock are converted on the Effective Date and any check in respect of any fractional share interests or dividends or distributions which instructions contained therein, the holder of such shares Company Stock Certificate shall be entitled to receive upon delivery to in exchange therefor an Acquiror Stock Certificate representing the Exchange Agent number of Old Certificates representing whole shares of Acquiror Common Stock that such shares (or an affidavit of lost certificate and, if required by holder has the Exchange Agent, indemnity reasonably satisfactory to Western 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 such cash to be paid in lieu of fractional share interests or in respect of dividends or distributions which any such person shall be entitled right to receive pursuant to this Article III upon II (together with payment of cash in lieu of fractional shares which such deliveryholder has the right to receive pursuant to Section 2.3) and the Company Stock Certificate so surrendered shall forthwith be cancelled. In the event of a transfer of ownership of any shares of PNB Common Stock Company Shares that is not registered in the transfer records of PNBthe Company, the exchange described in this Section 3.4(b) may nonetheless be effected and a check for the cash to be paid in lieu of fractional shares Merger Consideration may be issued to a transferee of the transferee record holder of such Company Shares if the Old Company Stock Certificate representing such PNB Common Stock Company Shares is presented to the Exchange Agent, Agent accompanied by all documents sufficient, in the discretion of Western and the Exchange Agent, (i) required to evidence and effect such transfer but for the provisions of Section 3.2 hereof and (ii) to by evidence that all any applicable stock transfer taxes have been paid. (c) If Old Certificates are not . Until surrendered or the consideration therefor is not claimed prior to the date on which such consideration would otherwise escheat to or become the property of any governmental unit or agencyas contemplated by this Section 2.4, the unclaimed consideration shall, to the extent permitted by abandoned property and any other applicable law, become the property of the Surviving Corporation (and to the extent not in its possession each Company Stock Certificate shall be paid over to the Surviving Corporation), free and clear of all claims or interest of deemed at any person previously entitled to such claims. Notwithstanding the foregoing, neither the Exchange Agent nor any party hereto shall be liable to any former holder of PNB Common Stock for any amount properly delivered to a public official pursuant to applicable abandoned property, escheat or similar laws. (d) At the election of Western, no dividends or other distributions with respect to Western Common Stock with a record date occurring time after the Effective Time shall be paid to the holder of any unsurrendered Old Certificate representing shares of PNB Common Stock converted in the Merger into the right to receive shares of such Western Common Stock until the holder thereof shall be entitled to receive New Certificates in exchange therefor in accordance with the procedures set forth in this Section 3.4, and no such shares of PNB Common Stock shall be eligible to vote until the holder of Old Certificates is entitled to receive New Certificates in accordance with the procedures set forth in this Section 3.4. After becoming so entitled in accordance with this Section 3.4, the record holder thereof also shall be entitled to receive any such dividends or other distributions, without any interest thereon, which theretofore had become payable with respect to shares of Western Common Stock such holder had represent only the right to receive upon such surrender of the Old CertificateMerger Consideration provided for in Section 2.1 hereof. (e) Any portion of the Exchange Fund that remains unclaimed by the shareholders of PNB for six months after the Effective Time shall be returned by the Exchange Agent to Western. Any shareholders of PNB who have not theretofore complied with this Article III shall thereafter look only to Western for payment of the shares of Western Common Stock, cash in lieu of any fractional shares and unpaid dividends and distributions on Western Common Stock deliverable hereunder, in each case, without any interest thereon.

Exchange Procedures. (a) At or prior to As soon as reasonably practicable after the Effective Time, Western shall deposit, or shall cause Parent will instruct the Exchange Agent to be deposited, with such bank or trust company as Western shall elect (which may include a subsidiary of Western) (in such capacity, the "Exchange Agent"), for the benefit of the holders of certificates formerly representing shares of PNB Common Stock ("Old Certificates"), for exchange in accordance with this Article III, certificates representing the shares of Western Common Stock ("New Certificates") and an estimated amount of cash (such cash and New Certificates, together with any dividends or distributions with a record date occurring after the Effective Date with respect thereto, without any interest on any such cash, dividends or distributions, being hereinafter referred to as the "Exchange Fund") to be paid pursuant to this Article III in exchange for outstanding shares of PNB Common Stock. (b) As soon as practicable after the Effective Date, Western shall send or cause to be sent mail to each former holder of record of shares Certificates (i) a letter of PNB Common Stock immediately prior transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Effective Time transmittal materials for use Certificates shall pass, only upon proper delivery of the Certificates to the Exchange Agent and shall be in exchanging such shareholder's Old form and have such other provisions as Parent may reasonably specify), and (ii) instructions to effect the surrender of the Certificates in exchange for the consideration set forth in this Article III, which transmittal materials PNB shall have had the opportunity to review prior certificates evidencing Parent Shares. Upon surrender of a Certificate for cancellation to the Effective Date. Western shall cause the New Certificates into which shares Exchange Agent together with such letter of PNB Common Stock are converted on the Effective Date transmittal, duly executed, and any check in respect of any fractional share interests or dividends or distributions which such other customary documents as may be required pursuant to such instructions, the holder of such shares Certificate shall be entitled to receive upon delivery to in exchange therefor (A) certificates evidencing that number of whole Parent Shares which such holder has the Exchange Agent of Old Certificates representing such shares (or an affidavit of lost certificate and, if required by the Exchange Agent, indemnity reasonably satisfactory to Western 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 such cash to be paid in lieu of fractional share interests or in respect of dividends or distributions which any such person shall be entitled right to receive pursuant to this Article III upon Section 1.6(a) in respect of the Shares formerly evidenced by such deliveryCertificate, (b) the per Share Cash Consideration, (C) any dividends or other distributions to which 5- such holder is entitled pursuant to Section 1.7(c), and (D) cash in respect of fractional shares as provided in Section 1.6(f) (the Stock Consideration, the Cash Consideration, dividends, distributions and cash being, collectively, the "MERGER CONSIDERATION"), and the Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of any shares of PNB Common Stock Shares which is not registered in the transfer records of PNBthe Company as of the Effective Time, the exchange described in this Section 3.4(b) may nonetheless be effected and a check for the cash to be paid in lieu of fractional shares Merger Consideration may be issued and paid in accordance with this Article I to the a transferee if the Old Certificate representing evidencing such PNB Common Stock Shares is presented to the Exchange Agent, accompanied by all documents sufficient, in the discretion of Western and the Exchange Agent, (i) required to evidence and effect such transfer but for the provisions of pursuant to this Section 3.2 hereof 1.7(b) and (ii) to by evidence that all any applicable stock transfer taxes have been paid. (c) If Old Certificates are not surrendered or the consideration therefor is not claimed . Until so surrendered, each outstanding Certificate that, prior to the date on which such consideration would otherwise escheat Effective Time, represented Shares will be deemed from and after the Effective Time, for all corporate purposes, other than the payment of dividends and subject to or become the property of any governmental unit or agency, the unclaimed consideration shallSection 1.6(f), to evidence the extent permitted by abandoned property and any other applicable law, become the property ownership of the Surviving Corporation (and to number of whole Parent Shares that represent the extent not in its possession shall be paid over to the Surviving Corporation), free and clear of all claims or interest of any person previously entitled to such claims. Notwithstanding the foregoing, neither the Exchange Agent nor any party hereto shall be liable to any former holder of PNB Common Stock for any amount properly delivered to a public official pursuant to applicable abandoned property, escheat or similar laws. (d) At the election of Western, no dividends or other distributions Consideration with respect to Western Common Stock with a record date occurring after the Effective Time shall be paid to the holder of any unsurrendered Old Certificate representing shares of PNB Common Stock converted in the Merger into the right to receive shares of such Western Common Stock until the holder thereof shall be entitled to receive New Certificates in exchange therefor in accordance with the procedures set forth in this Section 3.4, and no such shares of PNB Common Stock shall be eligible to vote until the holder of Old Certificates is entitled to receive New Certificates in accordance with the procedures set forth in this Section 3.4. After becoming so entitled in accordance with this Section 3.4, the record holder thereof also shall be entitled to receive any such dividends or other distributions, without any interest thereon, which theretofore had become payable with respect to shares of Western Common Stock such holder had the right to receive upon surrender of the Old CertificateShares. (e) Any portion of the Exchange Fund that remains unclaimed by the shareholders of PNB for six months after the Effective Time shall be returned by the Exchange Agent to Western. Any shareholders of PNB who have not theretofore complied with this Article III shall thereafter look only to Western for payment of the shares of Western Common Stock, cash in lieu of any fractional shares and unpaid dividends and distributions on Western Common Stock deliverable hereunder, in each case, without any interest thereon.

Exchange Procedures. (a) At or prior to As soon as reasonably practicable after the Effective Time, Western the Exchange Agent shall deposit, or shall cause to be deposited, with such bank or trust company as Western shall elect (which may include a subsidiary of Western) (in such capacity, the "Exchange Agent"), for the benefit of the holders of certificates formerly representing shares of PNB Common Stock ("Old Certificates"), for exchange in accordance with this Article III, certificates representing the shares of Western Common Stock ("New Certificates") and an estimated amount of cash (such cash and New Certificates, together with any dividends or distributions with a record date occurring after the Effective Date with respect thereto, without any interest on any such cash, dividends or distributions, being hereinafter referred to as the "Exchange Fund") to be paid pursuant to this Article III in exchange for outstanding shares of PNB Common Stock. (b) As soon as practicable after the Effective Date, Western shall send or cause to be sent mail to each former holder of record of shares of PNB Common Stock a certificate or certificates which immediately prior to the Effective Time transmittal materials represented outstanding shares of CompCore Common Stock (each a "Certificate," and collectively, the "Certificates") whose shares were converted pursuant to Section 2.1 and the Merger Agreement into the right to receive shares of ▇▇▇▇▇ Common Stock (i) a letter of transmittal, which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Agent and shall be in such form and have such other provisions as ▇▇▇▇▇ and CompCore may reasonably specify, and (ii) instructions for use in exchanging such shareholder's Old effecting the surrender of the Certificates in exchange for the consideration set forth in this Article III, which transmittal materials PNB shall have had the opportunity to review prior certificates representing shares of ▇▇▇▇▇ Common Stock. Upon surrender of a Certificate for cancellation to the Effective Date. Western shall cause the New Certificates into which shares Exchange Agent or to such other agent or agents as may be appointed by ▇▇▇▇▇, together with a duly executed letter of PNB Common Stock are converted on the Effective Date and any check in respect of any fractional share interests or dividends or distributions which transmittal, the holder of such shares Certificate shall be entitled to receive upon delivery to in exchange therefor a certificate representing that number of whole shares of ▇▇▇▇▇ Common Stock which such holder has the Exchange Agent of Old Certificates representing such shares (or an affidavit of lost certificate and, if required by the Exchange Agent, indemnity reasonably satisfactory to Western 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 such cash to be paid in lieu of fractional share interests or in respect of dividends or distributions which any such person shall be entitled right to receive pursuant to this Article III upon the provisions of Section 2.1(b) less such deliveryholder's pro rata portion of the Escrow Shares, and the Certificate so surrendered shall immediately be canceled. In the event of a transfer of ownership of any shares of PNB CompCore Common Stock which is not registered in the transfer records of PNBCompCore, a certificate representing the exchange described in this Section 3.4(b) may nonetheless be effected and a check for the cash to be paid in lieu proper number of fractional shares of ▇▇▇▇▇ Common Stock may be issued to the a transferee if the Old Certificate representing such PNB CompCore Common Stock is presented to the Exchange Agent, accompanied by all documents sufficient, in the discretion of Western and the Exchange Agent, (i) required to evidence and effect such transfer but for the provisions of Section 3.2 hereof and (ii) to by evidence that all any applicable stock transfer taxes have been paid. (c) If Old Certificates are not . Until surrendered or the consideration therefor is not claimed prior to the date on which such consideration would otherwise escheat to or become the property of any governmental unit or agencyas contemplated by this Section 2.2, the unclaimed consideration shall, to the extent permitted by abandoned property and any other applicable law, become the property of the Surviving Corporation (and to the extent not in its possession each Certificate shall be paid over to the Surviving Corporation), free and clear of all claims or interest of deemed at any person previously entitled to such claims. Notwithstanding the foregoing, neither the Exchange Agent nor any party hereto shall be liable to any former holder of PNB Common Stock for any amount properly delivered to a public official pursuant to applicable abandoned property, escheat or similar laws. (d) At the election of Western, no dividends or other distributions with respect to Western Common Stock with a record date occurring time after the Effective Time shall be paid to the holder of any unsurrendered Old Certificate representing shares of PNB Common Stock converted in the Merger into the right to receive shares of such Western Common Stock until the holder thereof shall be entitled to receive New Certificates in exchange therefor in accordance with the procedures set forth in this Section 3.4, and no such shares of PNB Common Stock shall be eligible to vote until the holder of Old Certificates is entitled to receive New Certificates in accordance with the procedures set forth in this Section 3.4. After becoming so entitled in accordance with this Section 3.4, the record holder thereof also shall be entitled to receive any such dividends or other distributions, without any interest thereon, which theretofore had become payable with respect to shares of Western Common Stock such holder had represent only the right to receive upon such surrender of the Old Certificate. (e) Any portion of the Exchange Fund that remains unclaimed by the shareholders of PNB for six months after the Effective Time shall be returned by the Exchange Agent to Western. Any shareholders of PNB who have not theretofore complied with this Article III shall thereafter look only to Western for payment of the certificate representing shares of Western ▇▇▇▇▇ Common Stock, Stock and cash in lieu of any fractional shares and unpaid dividends and distributions on Western of ▇▇▇▇▇ Common Stock deliverable hereunderas contemplated by this Section 2.2. The instructions for effecting the surrender of the Certificates shall set forth procedures that must be taken by the holder of any Certificate that has been lost, destroyed or stolen. It shall be a condition to the right of such holder to receive a certificate representing shares of ▇▇▇▇▇ Common Stock that the Exchange Agent shall have received, along with the letter of transmittal, a duly executed lost certificate affidavit, including an agreement to indemnify ▇▇▇▇▇, signed exactly as the name or names of the registered holder or holders appeared on the books of CompCore immediately prior to the Effective Time, together with such other documents as ▇▇▇▇▇ or the Exchange Agent may reasonably require in each case, without any interest thereon.connection therewith; provided that such holder shall not be required to furnish a bond. (c)

Exchange Procedures. No later than five (a5) At or prior to days after the Effective Time, Western the Exchange Agent shall deposit, or shall cause to be deposited, with such bank or trust company as Western shall elect (which may include a subsidiary of Western) (in such capacity, the "Exchange Agent"), for the benefit of the holders of certificates formerly representing shares of PNB Common Stock ("Old Certificates"), for exchange in accordance with this Article III, certificates representing the shares of Western Common Stock ("New Certificates") and an estimated amount of cash (such cash and New Certificates, together with any dividends or distributions with a record date occurring after the Effective Date with respect thereto, without any interest on any such cash, dividends or distributions, being hereinafter referred to as the "Exchange Fund") to be paid pursuant to this Article III in exchange for outstanding shares of PNB Common Stock. (b) As soon as practicable after the Effective Date, Western shall send or cause to be sent mail to each former holder of record of shares of PNB Common Stock a certificate or certificates which immediately prior to the Effective Time represented outstanding Shares which were converted into the right to receive shares of Acquiror Common Stock pursuant to Section 1.6 (a "Certificate" or "Certificates"), (i) a letter of transmittal materials and (ii) instructions for use in exchanging such shareholder's Old effecting the surrender of the Certificates in exchange for the consideration set forth in this Article III, which transmittal materials PNB shall have had the opportunity to review prior certificates representing shares of Acquiror Common Stock. Upon surrender of a Certificate for cancellation to the Effective Date. Western shall cause the New Certificates into which shares Exchange Agent together with such letter of PNB Common Stock are converted on the Effective Date and any check in respect of any fractional share interests or dividends or distributions which transmittal, duly executed, the holder of such shares Certificate shall be entitled to receive upon delivery in exchange therefor a certificate representing that number of whole shares of Acquiror Common Stock which such holder has the right to the Exchange Agent of Old Certificates representing such shares (or an affidavit of lost certificate and, if required by the Exchange Agent, indemnity reasonably satisfactory to Western 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 such cash to be paid in lieu of fractional share interests or receive in respect of dividends or distributions which any such person shall be entitled to receive the Certificate surrendered pursuant to the provisions of this Article III upon I (after taking into account all Shares then held by such deliveryholder), and the Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of any shares of PNB Common Stock Shares which is not registered in the transfer records of PNBthe Company, a certificate representing the exchange described in this Section 3.4(b) may nonetheless be effected and a check for the cash to be paid in lieu proper number of fractional shares of Acquiror Common Stock may be issued to the a transferee if the Old Certificate representing such PNB Common Stock Shares is presented to the Exchange Agent, accompanied by all documents sufficient, in the discretion of Western and the Exchange Agent, (i) required to evidence and effect such transfer but for the provisions of Section 3.2 hereof and (ii) to by evidence that all any applicable stock transfer taxes have been paid. (c) If Old Certificates are not surrendered . In the event any Certificate shall have been lost, stolen or destroyed, upon the consideration therefor is not claimed prior making of an affidavit of that fact by the person claiming such Certificate to be lost, stolen or destroyed and the date on which posting by such consideration would otherwise escheat to person of a bond in such amount as the Acquiror may reasonably direct as indemnity against any claim that may be made against it or become the property of any governmental unit or agency, the unclaimed consideration shall, to the extent permitted by abandoned property and any other applicable law, become the property of the Surviving Corporation (and to the extent not in its possession shall be paid over to the Surviving Corporation), free and clear of all claims or interest of any person previously entitled to such claims. Notwithstanding the foregoing, neither the Exchange Agent nor any party hereto shall be liable to any former holder of PNB Common Stock for any amount properly delivered to a public official pursuant to applicable abandoned property, escheat or similar laws. (d) At the election of Western, no dividends or other distributions with respect to Western such Certificate, the Exchange Agent will issue in exchange for such lost, stolen or destroyed Certificate a certificate representing the proper number of shares of Acquiror Common Stock with a record date occurring Stock. Until surrendered as contemplated by this Section 1.8, each Certificate shall be deemed at any time after the Effective Time shall be paid to the holder of any unsurrendered Old Certificate representing shares of PNB Common Stock converted in the Merger into the right to receive shares of such Western Common Stock until the holder thereof shall be entitled to receive New Certificates in exchange therefor in accordance with the procedures set forth in this Section 3.4, and no such shares of PNB Common Stock shall be eligible to vote until the holder of Old Certificates is entitled to receive New Certificates in accordance with the procedures set forth in this Section 3.4. After becoming so entitled in accordance with this Section 3.4, the record holder thereof also shall be entitled to receive any such dividends or other distributions, without any interest thereon, which theretofore had become payable with respect to shares of Western Common Stock such holder had represent only the right to receive upon such surrender of the Old Certificate. (e) Any portion of the Exchange Fund that remains unclaimed by the shareholders of PNB for six months after the Effective Time shall be returned by the Exchange Agent to Western. Any shareholders of PNB who have not theretofore complied with this Article III shall thereafter look only to Western for payment of the certificate representing shares of Western Acquiror Common Stock, dividends, cash in lieu of any fractional shares and unpaid dividends and distributions on Western of Acquiror Common Stock deliverable hereunder, in each case, without any interest thereonas contemplated by Section 1.8(e) and other distributions as contemplated by Section 1.8(c).

Exchange Procedures. (a) At or prior to As soon as reasonably practicable after the Effective Time, Western shall deposit, or shall cause AGT will instruct the Exchange Agent to be deposited, with such bank or trust company as Western shall elect (which may include a subsidiary of Western) (in such capacity, the "Exchange Agent"), for the benefit of the holders of certificates formerly representing shares of PNB Common Stock ("Old Certificates"), for exchange in accordance with this Article III, certificates representing the shares of Western Common Stock ("New Certificates") and an estimated amount of cash (such cash and New Certificates, together with any dividends or distributions with a record date occurring after the Effective Date with respect thereto, without any interest on any such cash, dividends or distributions, being hereinafter referred to as the "Exchange Fund") to be paid pursuant to this Article III in exchange for outstanding shares of PNB Common Stock. (b) As soon as practicable after the Effective Date, Western shall send or cause to be sent mail to each former holder of record of shares of PNB Common Stock a certificate or certificates which immediately prior to the Effective Time evidenced outstanding Shares (the "Certificates"), other than Dissenting Shares, (i) a letter of transmittal materials for use (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 exchanging such shareholder's Old form and have such other provisions as AGT may reasonably specify) and (ii) instructions to effect the surrender of the Certificates in exchange for the consideration set forth in this Article III, which transmittal materials PNB shall have had the opportunity to review prior certificates evidencing shares of AGT Common Stock and cash. Upon surrender of a Certificate for cancellation to the Effective Date. Western shall cause the New Certificates into which shares Exchange Agent together with such letter of PNB Common Stock are converted on the Effective Date transmittal, duly executed, and any check in respect of any fractional share interests or dividends or distributions which such other customary documents as may be required pursuant to such instructions, the holder of such shares Certificate shall be entitled to receive upon delivery to in exchange therefor the Exchange Agent of Old Certificates representing such shares (or an affidavit of lost certificate andMerger Consideration, if required multiplied by the Exchange Agentnumber of Shares evidenced by such Certificate, indemnity reasonably satisfactory to Western and the Exchange Agent, if any of such certificates are lost, stolen or destroyed) owned by such shareholder. No interest will Certificate so surrendered shall forthwith be paid on any such cash to be paid in lieu of fractional share interests or in respect of dividends or distributions which any such person shall be entitled to receive pursuant to this Article III upon such deliverycancelled. In the event of a transfer of ownership of any shares of PNB Common Stock Shares which is not registered in the transfer records of PNBthe Company, the exchange described in this Section 3.4(b) may nonetheless be effected shares of AGT Common Stock and a check for the cash to be paid in lieu of fractional shares may be issued and paid in accordance with this Article 2 to the a transferee if the Old Certificate representing evidencing such PNB Common Stock Shares is presented to the Exchange Agent, accompanied by all documents sufficient, in the discretion of Western and the Exchange Agent, (i) required to evidence and effect such transfer but for the provisions of Section 3.2 hereof and (ii) to by evidence that all any applicable stock transfer taxes have been paid. (c) If Old Certificates are not . Until surrendered or the consideration therefor is not claimed prior to the date on which such consideration would otherwise escheat to or become the property of any governmental unit or agencyas contemplated by this Section 2.2, the unclaimed consideration shall, to the extent permitted by abandoned property and any other applicable law, become the property of the Surviving Corporation (and to the extent not in its possession each Certificate shall be paid over to the Surviving Corporation), free and clear of all claims or interest of deemed at any person previously entitled to such claims. Notwithstanding the foregoing, neither the Exchange Agent nor any party hereto shall be liable to any former holder of PNB Common Stock for any amount properly delivered to a public official pursuant to applicable abandoned property, escheat or similar laws. (d) At the election of Western, no dividends or other distributions with respect to Western Common Stock with a record date occurring time after the Effective Time shall be paid to the holder of any unsurrendered Old Certificate representing shares of PNB Common Stock converted in the Merger into the right to receive shares of such Western Common Stock until the holder thereof shall be entitled to receive New Certificates in exchange therefor in accordance with the procedures set forth in this Section 3.4, and no such shares of PNB Common Stock shall be eligible to vote until the holder of Old Certificates is entitled to receive New Certificates in accordance with the procedures set forth in this Section 3.4. After becoming so entitled in accordance with this Section 3.4, the record holder thereof also shall be entitled to receive any such dividends or other distributions, without any interest thereon, which theretofore had become payable with respect to shares of Western Common Stock such holder had evidence only the right to receive upon such surrender the Merger Consideration, multiplied by the number of the Old Shares previously evidenced by such Certificate. (e) Any portion of the Exchange Fund that remains unclaimed by the shareholders of PNB for six months after the Effective Time shall be returned by the Exchange Agent to Western. Any shareholders of PNB who have not theretofore complied with this Article III shall thereafter look only to Western for payment of the shares of Western Common Stock, cash in lieu of any fractional shares and unpaid dividends and distributions on Western Common Stock deliverable hereunder, in each case, without any interest thereon.

Exchange Procedures. (a) At or prior to As soon as reasonably practicable after the Effective Time, Western shall deposit, Parent or the Surviving Corporation shall cause the Paying Agent to be deposited, with such bank or trust company as Western shall elect (which may include a subsidiary of Western) (in such capacity, the "Exchange Agent"), for the benefit of the holders of certificates formerly representing shares of PNB Common Stock ("Old Certificates"), for exchange in accordance with this Article III, certificates representing the shares of Western Common Stock ("New Certificates") and an estimated amount of cash (such cash and New Certificates, together with any dividends or distributions with a record date occurring after the Effective Date with respect thereto, without any interest on any such cash, dividends or distributions, being hereinafter referred to as the "Exchange Fund") to be paid pursuant to this Article III in exchange for outstanding shares of PNB Common Stock. (b) As soon as practicable after the Effective Date, Western shall send or cause to be sent mail to each former holder of record of shares of PNB Common Stock a certificate or certificates which immediately prior to the Effective Time represented outstanding shares of Company Common Stock (the “Certificates”) that were converted pursuant to Section 2.1(c) into the right to receive the Merger Price (i) a letter of transmittal materials for use in exchanging such shareholder's Old Certificates for the consideration set forth in this Article III, which transmittal materials PNB shall have had the opportunity to review a form prepared prior to the Effective DateTime and reasonably acceptable to the Company (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Paying Agent and shall be in such form and have such other provisions as the Parent or the Surviving Corporation may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the Merger Price. Western shall cause Upon surrender of a Certificate for cancellation to the New Certificates into which shares Paying Agent, together with such letter of PNB Common Stock are converted on the Effective Date transmittal duly executed and any check completed in respect of any fractional share interests or dividends or distributions which accordance with its terms, the holder of such shares Certificate shall be entitled to receive upon delivery in exchange therefor a cash payment representing the Merger Price for each share of Company Common Stock represented thereby, subject to any applicable withholding tax, which such holder has the right to receive pursuant to the Exchange Agent provisions of Old Certificates representing such shares (or an affidavit of lost certificate andthis Article II, if required by the Exchange Agent, indemnity reasonably satisfactory to Western and the Exchange Agent, if Certificate so surrendered shall forthwith be cancelled. In no event shall the holder of any of such certificates are lost, stolen or destroyed) owned by such shareholder. No interest will be paid on any such cash to be paid in lieu of fractional share interests or in respect of dividends or distributions which any such person shall Certificate be entitled to receive pursuant interest on any funds to this Article III upon such deliverybe received in the Merger, including any interest accrued in respect of the Payment Fund. In the event of a transfer of ownership of any shares of PNB Company Common Stock prior to the Effective Time which is not registered in the transfer records of PNBthe Company, the exchange described in this Section 3.4(b) may nonetheless be effected and a check for the cash to be paid in lieu of fractional shares Merger Price may be issued to the a transferee if the Old Certificate representing such PNB Company Common Stock is presented to the Exchange Agent, Paying Agent accompanied by all documents sufficient, in the discretion of Western and the Exchange Agent, (i) required to evidence and effect such transfer but for the provisions of Section 3.2 hereof and (ii) to by evidence that all any applicable stock transfer taxes have been paid. (c) If Old Certificates are not . Until surrendered or the consideration therefor is not claimed prior to the date on which such consideration would otherwise escheat to or become the property of any governmental unit or agencyas contemplated by this Section 2.2(b), the unclaimed consideration shall, to the extent permitted by abandoned property and any other applicable law, become the property of the Surviving Corporation (and to the extent not in its possession each Certificate shall be paid over to the Surviving Corporation), free and clear of all claims or interest of deemed at any person previously entitled to such claims. Notwithstanding the foregoing, neither the Exchange Agent nor any party hereto shall be liable to any former holder of PNB Common Stock for any amount properly delivered to a public official pursuant to applicable abandoned property, escheat or similar laws. (d) At the election of Western, no dividends or other distributions with respect to Western Common Stock with a record date occurring time after the Effective Time shall be paid to the holder of any unsurrendered Old Certificate representing shares of PNB Common Stock converted in the Merger into the right to receive shares of such Western Common Stock until the holder thereof shall be entitled to receive New Certificates in exchange therefor in accordance with the procedures set forth in this Section 3.4, and no such shares of PNB Common Stock shall be eligible to vote until the holder of Old Certificates is entitled to receive New Certificates in accordance with the procedures set forth in this Section 3.4. After becoming so entitled in accordance with this Section 3.4, the record holder thereof also shall be entitled to receive any such dividends or other distributions, without any interest thereon, which theretofore had become payable with respect to shares of Western Common Stock such holder had represent only the right to receive upon such surrender the Merger Price for each share of Company Common Stock represented thereby as contemplated by this Article II, together with the dividends, if any, which may have been declared by the Company on the Company Common Stock in accordance with the terms of this Agreement and which remain unpaid at the Effective Time. Parent and the Surviving Corporation shall pay all fees and expenses of the Old CertificatePaying Agent in connection with the Payment Fund and the distributions therefrom. (e) Any portion of the Exchange Fund that remains unclaimed by the shareholders of PNB for six months after the Effective Time shall be returned by the Exchange Agent to Western. Any shareholders of PNB who have not theretofore complied with this Article III shall thereafter look only to Western for payment of the shares of Western Common Stock, cash in lieu of any fractional shares and unpaid dividends and distributions on Western Common Stock deliverable hereunder, in each case, without any interest thereon.

Exchange Procedures. (a) At or prior to As soon as reasonably practicable after the Effective Time, Western shall deposit, or the Surviving Corporation shall cause the Payment Agent to be deposited, with such bank or trust company as Western shall elect (which may include a subsidiary of Western) (in such capacity, the "Exchange Agent"), for the benefit of the holders of certificates formerly representing shares of PNB Common Stock ("Old Certificates"), for exchange in accordance with this Article III, certificates representing the shares of Western Common Stock ("New Certificates") and an estimated amount of cash (such cash and New Certificates, together with any dividends or distributions with a record date occurring after the Effective Date with respect thereto, without any interest on any such cash, dividends or distributions, being hereinafter referred to as the "Exchange Fund") to be paid pursuant to this Article III in exchange for outstanding shares of PNB Common Stock. (b) As soon as practicable after the Effective Date, Western shall send or cause to be sent mail to each former holder of record of shares of PNB Common Stock a certificate or certificates that immediately prior to the Effective Time represented outstanding Company Common Shares (the "Certificates") whose shares are converted pursuant to Section 3.01(c) into the right to receive the Transaction Consideration (i) a letter of transmittal materials (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 Payment Agent and shall be in such form and have such other provisions as the Surviving Corporation may reasonably specify) and (ii) instructions for use in exchanging such shareholder's Old effecting the surrender of the Certificates in exchange for the consideration set forth in this Article III, which transmittal materials PNB shall have had the opportunity to review prior Transaction Consideration. Upon surrender of a Certificate for cancellation to the Effective Date. Western shall cause the New Certificates into which shares Payment Agent, together with such letter of PNB Common Stock are converted on the Effective Date transmittal duly executed and any check completed in respect of any fractional share interests or dividends or distributions which accordance with its terms, the holder of such shares Certificate shall be entitled to receive upon delivery in exchange therefor a check representing the Transaction Consideration per Company Common Share represented thereby, subject to any applicable withholding tax, which such holder has the right to receive pursuant to the Exchange Agent provisions of Old Certificates representing such shares (or an affidavit of lost certificate andthis ARTICLE III, if required by the Exchange Agent, indemnity reasonably satisfactory to Western and the Exchange Agent, if Certificate so surrendered shall forthwith be cancelled. In no event shall the holder of any of such certificates are lost, stolen or destroyed) owned by such shareholder. No interest will be paid on any such cash to be paid in lieu of fractional share interests or in respect of dividends or distributions which any such person shall Certificate be entitled to receive pursuant interest on any funds to this Article III upon such deliverybe received in the Merger, including any interest accrued in respect of the Payment Fund. In the event of a transfer of ownership of any shares of PNB Company Common Stock Shares that is not registered in the transfer records of PNBthe Company, the exchange described in this Section 3.4(b) may nonetheless be effected and a check for the cash to be paid in lieu of fractional shares Transaction Consideration may be issued to the a transferee if the Old Certificate representing such PNB Company Common Stock Shares is presented to the Exchange Agent, Payment Agent accompanied by all documents sufficient, in the discretion of Western and the Exchange Agent, (i) required to evidence and effect such transfer but for the provisions of Section 3.2 hereof and (ii) to by evidence that all any applicable stock transfer taxes have been paid. (c) If Old Certificates are not . Until surrendered or the consideration therefor is not claimed prior to the date on which such consideration would otherwise escheat to or become the property of any governmental unit or agencyas contemplated by this Section 3.02(b), the unclaimed consideration shall, to the extent permitted by abandoned property and any other applicable law, become the property of the Surviving Corporation (and to the extent not in its possession each Certificate shall be paid over to the Surviving Corporation), free and clear of all claims or interest of deemed at any person previously entitled to such claims. Notwithstanding the foregoing, neither the Exchange Agent nor any party hereto shall be liable to any former holder of PNB Common Stock for any amount properly delivered to a public official pursuant to applicable abandoned property, escheat or similar laws. (d) At the election of Western, no dividends or other distributions with respect to Western Common Stock with a record date occurring time after the Effective Time shall be paid to the holder of any unsurrendered Old Certificate representing shares of PNB Common Stock converted in the Merger into the right to receive shares of such Western Common Stock until the holder thereof shall be entitled to receive New Certificates in exchange therefor in accordance with the procedures set forth in this Section 3.4, and no such shares of PNB Common Stock shall be eligible to vote until the holder of Old Certificates is entitled to receive New Certificates in accordance with the procedures set forth in this Section 3.4. After becoming so entitled in accordance with this Section 3.4, the record holder thereof also shall be entitled to receive any such dividends or other distributions, without any interest thereon, which theretofore had become payable with respect to shares of Western Common Stock such holder had represent only the right to receive upon such surrender the Transaction Consideration per Company Common Share represented thereby as contemplated by this ARTICLE III, together with the dividends, if any, that may have been declared by the Company on the Company Common Shares in accordance with the terms of this Agreement and that remain unpaid at the Effective Time. Parent and the Surviving Corporation shall pay all fees and expenses of the Old Certificate. (e) Any portion Payment Agent in connection with the distribution of the Exchange Fund that remains unclaimed by the shareholders of PNB for six months after the Effective Time shall be returned by the Exchange Agent to Western. Any shareholders of PNB who have not theretofore complied with this Article III shall thereafter look only to Western for payment of the shares of Western Common Stock, cash in lieu of any fractional shares and unpaid dividends and distributions on Western Common Stock deliverable hereunder, in each case, without any interest thereonTransaction Consideration.

Exchange Procedures. (ai) At or prior to The Parent shall cause the Exchange Agent, promptly after the Effective Time (and in no event later than five (5) Business Days following the Effective Time, Western shall deposit, or shall cause to be deposited, with such bank or trust company as Western shall elect (which may include a subsidiary of Western) (in such capacity, the "Exchange Agent"), for the benefit of the holders of certificates formerly representing shares of PNB Common Stock ("Old Certificates"), for exchange in accordance with this Article III, certificates representing the shares of Western Common Stock ("New Certificates") and an estimated amount of cash (such cash and New Certificates, together with any dividends or distributions with a record date occurring after the Effective Date with respect thereto, without any interest on any such cash, dividends or distributions, being hereinafter referred to as the "Exchange Fund") to be paid pursuant to this Article III in exchange for outstanding shares of PNB Common Stock. (b) As soon as practicable after the Effective Date, Western shall send or cause to be sent mail to each former holder of record of shares certificates of PNB Company Common Stock immediately prior Certificates (“Company Common Stock Certificates”) that were converted into the right to receive the Merger Consideration pursuant to Section 2.1(a), (A) a letter of transmittal which shall specify that delivery shall be effected and risk of loss and title to the Effective Time transmittal materials Company Common Stock Certificates shall pass only upon delivery of the Company Stock Certificates to the Exchange Agent and shall be in such form and have such other customary provisions as Parent and the Company may reasonably specify) and (B) instructions for completion and use in exchanging such shareholder's Old effecting the surrender of the Company Common Stock Certificates in exchange for the consideration Merger Consideration. Upon surrender of a Company Common Stock Certificate for cancellation to the Exchange Agent (or, in default thereof, an appropriate affidavit of loss and indemnity agreement and/or a bond in an amount as may be reasonably required by Parent as set forth in this Article IIIsubsection (g) hereto), which together with such letter of transmittal materials PNB shall have had duly executed in accordance with the opportunity to review prior to the Effective Date. Western shall cause the New Certificates into which shares of PNB Common Stock are converted on the Effective Date and any check in respect of any fractional share interests or dividends or distributions which instructions contained therein, the holder of such shares Company Common Stock Certificate shall be entitled to receive upon delivery to in exchange therefor the Exchange Agent of Old Certificates representing Merger Consideration that such shares (or an affidavit of lost certificate and, if required by holder has the Exchange Agent, indemnity reasonably satisfactory to Western 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 such cash to be paid in lieu of fractional share interests or in respect of dividends or distributions which any such person shall be entitled right to receive pursuant to this Article III upon such deliveryII and the Company Common Stock Certificate so surrendered shall forthwith be cancelled. In the event of a transfer of ownership of any shares of PNB Common Stock Company Shares that is not registered in the transfer records of PNBthe Company, the exchange described in this Section 3.4(b) may nonetheless be effected and a check for the cash to be paid in lieu of fractional shares Merger Consideration may be issued to a transferee of the transferee record holder of such Company Shares if the Old Company Common Stock Certificate representing such PNB Common Stock Company Shares is presented to the Exchange Agent, Agent accompanied by all documents sufficient, in the discretion of Western and the Exchange Agent, (i) required to evidence and effect such transfer but for the provisions of Section 3.2 hereof and (ii) to by evidence that all any applicable stock transfer taxes have been paid. (c) If Old Certificates are not . Until surrendered or the consideration therefor is not claimed prior to the date on which such consideration would otherwise escheat to or become the property of any governmental unit or agencyas contemplated by this Section 2.4, the unclaimed consideration shall, to the extent permitted by abandoned property and any other applicable law, become the property of the Surviving Corporation (and to the extent not in its possession each Company Common Stock Certificate shall be paid over to the Surviving Corporation), free and clear of all claims or interest of deemed at any person previously entitled to such claims. Notwithstanding the foregoing, neither the Exchange Agent nor any party hereto shall be liable to any former holder of PNB Common Stock for any amount properly delivered to a public official pursuant to applicable abandoned property, escheat or similar laws. (d) At the election of Western, no dividends or other distributions with respect to Western Common Stock with a record date occurring time after the Effective Time shall be paid to the holder of any unsurrendered Old Certificate representing shares of PNB Common Stock converted in the Merger into the right to receive shares of such Western Common Stock until the holder thereof shall be entitled to receive New Certificates in exchange therefor in accordance with the procedures set forth in this Section 3.4, and no such shares of PNB Common Stock shall be eligible to vote until the holder of Old Certificates is entitled to receive New Certificates in accordance with the procedures set forth in this Section 3.4. After becoming so entitled in accordance with this Section 3.4, the record holder thereof also shall be entitled to receive any such dividends or other distributions, without any interest thereon, which theretofore had become payable with respect to shares of Western Common Stock such holder had represent only the right to receive upon such surrender of the Old CertificateMerger Consideration as contemplated by this Section 2.4. (e) Any portion of the Exchange Fund that remains unclaimed by the shareholders of PNB for six months after the Effective Time shall be returned by the Exchange Agent to Western. Any shareholders of PNB who have not theretofore complied with this Article III shall thereafter look only to Western for payment of the shares of Western Common Stock, cash in lieu of any fractional shares and unpaid dividends and distributions on Western Common Stock deliverable hereunder, in each case, without any interest thereon.

Exchange Procedures. (a) Appropriate transmittal materials (“Letter of Transmittal”) in a form satisfactory to WFD and CBNK shall be mailed as soon as practicable, but in no event later than five Business Days after the Closing Date, after the Effective Time to each holder of record of CBNK Common Stock as of the Effective Time. A Letter of Transmittal will be deemed properly completed only if accompanied by certificates representing all shares of CBNK Common Stock (“Certificate(s)”) to be converted thereby. (b) At or prior and after the Effective Time, each Certificate shall represent only the right to receive the Merger Consideration. (c) Prior to the Effective Time, Western WFD shall (i) reserve for issuance with its transfer agent and registrar a sufficient number of shares of WFD Common Stock to provide for payment of the aggregate Merger Consideration pursuant to Section 2.07 and (ii) deposit, or shall cause to be deposited, with such bank or trust company as Western shall elect Computershare Trust Company, N.A. (which may include a subsidiary of Western) (in such capacity, the "“Exchange Agent"”), for the benefit of the holders of certificates formerly representing shares of PNB CBNK Common Stock ("Old Certificates")Stock, for exchange in accordance with this Article IIISection 2.06, certificates representing the shares of Western Common Stock ("New Certificates") and an estimated amount of cash sufficient to pay any cash in lieu of Fractional Shares pursuant to Section 2.03. (such cash d) The Letter of Transmittal shall (i) specify that delivery shall be effected, and New Certificatesrisk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Agent, (ii) be in a form and contain any other provisions as are reasonably satisfactory to CBNK and WFD and (iii) include instructions for use in effecting the surrender of the Certificates in exchange for the Merger Consideration. Upon the proper surrender of the Certificates to the Exchange Agent, together with any dividends or distributions with a record date occurring after the Effective Date with respect theretoproperly completed and duly executed Letter of Transmittal, without any interest on any such cash, dividends or distributions, being hereinafter referred to as the "Exchange Fund") to be paid pursuant to this Article III in exchange for outstanding shares of PNB Common Stock. (b) As soon as practicable after the Effective Date, Western shall send or cause to be sent to each former holder of record of shares of PNB Common Stock immediately prior to the Effective Time transmittal materials for use in exchanging such shareholder's Old Certificates for the consideration set forth in this Article III, which transmittal materials PNB shall have had the opportunity to review prior to the Effective Date. Western shall cause the New Certificates into which shares of PNB Common Stock are converted on the Effective Date and any check in respect of any fractional share interests or dividends or distributions which the holder of such shares Certificates shall be entitled to receive upon delivery to in exchange therefor a certificate representing that number of whole shares of WFD Common Stock that such holder has the Exchange Agent of Old Certificates representing such shares (or an affidavit of lost certificate and, if required by the Exchange Agent, indemnity reasonably satisfactory to Western 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 such cash to be paid in lieu of fractional share interests or in respect of dividends or distributions which any such person shall be entitled right to receive pursuant to Section 2.01, and a check in the amount equal to the cash in lieu of Fractional Shares, if any, that such holder has the right to receive pursuant to Section 2.03, and any dividends or other distributions to which such holder is entitled pursuant to this Article III upon Section 2.06. Certificates so surrendered shall forthwith be canceled. As soon as practicable following receipt of the properly completed Letter of Transmittal and any necessary accompanying documentation, the Exchange Agent shall distribute WFD Common Stock and cash as provided herein. The Exchange Agent shall not be entitled to vote or exercise any rights of ownership with respect to the shares of WFD 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 deliveryshares for the account of the persons entitled thereto. In the event of If there is a transfer of ownership of any shares of PNB CBNK Common Stock not registered in the transfer records of PNBCBNK, the exchange described in this Section 3.4(b) may nonetheless be effected and a check for the cash to be paid in lieu of fractional shares may Merger Consideration shall be issued to the transferee thereof if the Old Certificate Certificates representing such PNB CBNK Common Stock is are presented to the Exchange Agent, accompanied by all documents sufficientrequired, in the discretion reasonable judgment of Western WFD and the Exchange Agent, (i) to evidence and effect such transfer but for the provisions of Section 3.2 hereof and (ii) to evidence that all any applicable stock transfer taxes have been paid. (ce) No dividends or other distributions declared or made after the Effective Time with respect to WFD Common Stock issued pursuant to this Agreement shall be remitted to any person entitled to receive shares of WFD Common Stock hereunder until such person surrenders his or her Certificates in accordance with this Section 2.06. Upon the surrender of such person’s 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 WFD Common Stock represented by such person’s Certificates. (f) The stock transfer books of CBNK 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 CBNK of any shares of CBNK Common Stock. If, after the Effective Time, Certificates are presented to WFD, they shall be canceled and exchanged for the Merger Consideration deliverable in respect thereof pursuant to this Agreement in accordance with the procedures set forth in this Section 2.06. (g) Any portion of the aggregate amount of cash to be paid pursuant to Section 2.03, any dividends or other distributions to be paid pursuant to this Section 2.06 or any proceeds from any investments thereof that remains unclaimed by the shareholders of CBNK for nine months after the Effective Time shall be repaid by the Exchange Agent to WFD upon the written request of WFD. After such request is made, any shareholders of CBNK who have not theretofore complied with this Section 2.06 shall look only to WFD for the Merger Consideration and cash in lieu of Fractional Shares, if any, deliverable in respect of each share of CBNK Common Stock such shareholder holds, as determined pursuant to Section 2.06 of this Agreement, without any interest thereon. If Old outstanding Certificates are not surrendered or the consideration therefor is not claimed prior to the date on which such consideration payments would otherwise escheat to or become the property of any governmental unit or agency, the unclaimed consideration items shall, to the extent permitted by any abandoned property and any property, escheat or other applicable lawlaws, become the property of the Surviving Corporation WFD (and and, to the extent not in its possession possession, shall be paid over to the Surviving Corporationit), free and clear of all claims or interest of any person previously entitled to such claims. Notwithstanding the foregoing, neither the Exchange Agent nor any party hereto to this Agreement (or any affiliate thereof) shall be liable to any former holder of PNB CBNK Common Stock for any amount properly delivered to a public official pursuant to applicable abandoned property, escheat or similar laws. (dh) At WFD and the election of Western, no dividends or other distributions with respect to Western Common Stock with a record date occurring after the Effective Time shall be paid to the holder of any unsurrendered Old Certificate representing shares of PNB Common Stock converted in the Merger into the right to receive shares of such Western Common Stock until the holder thereof Exchange Agent shall be entitled to receive New Certificates in exchange therefor in accordance with rely upon CBNK’s stock transfer books to establish the procedures set forth in this Section 3.4, and no such shares identity of PNB Common Stock shall be eligible to vote until the holder of Old Certificates is those persons entitled to receive New Certificates in accordance the Merger Consideration, which books shall be conclusive with respect thereto. In the procedures set forth in this Section 3.4. After becoming so entitled in accordance event of a dispute with this Section 3.4respect to ownership of stock represented by any Certificate, WFD and the record holder thereof also Exchange Agent shall be entitled to receive deposit any such dividends or other distributionsMerger Consideration and cash in lieu of Fractional Shares, without any interest thereonif any, which theretofore had become payable represented thereby in escrow with an independent third party and thereafter be relieved with respect to shares of Western Common Stock such holder had the right to receive upon surrender of the Old Certificateany claims thereto. (ei) Any portion If any Certificate shall have been lost, stolen or destroyed, upon the making of the Exchange Fund an affidavit of that remains unclaimed fact by the shareholders of PNB for six months after the Effective Time shall person claiming such Certificate to be returned lost, stolen or destroyed and, if required by the Exchange Agent or WFD, the posting by such person of a bond in such amount as the Exchange Agent may direct as indemnity against any claim that may be made against it with respect to Western. Any shareholders of PNB who have not theretofore complied with this Article III shall thereafter look only to Western such Certificate, the Exchange Agent will issue in exchange for payment of such lost, stolen or destroyed Certificate the shares of Western Common Stock, Merger Consideration and cash in lieu of any fractional shares and unpaid dividends and distributions on Western Common Stock Fractional Shares, if any, deliverable hereunder, in each case, without any interest thereonrespect thereof pursuant to Section 2.03.

Exchange Procedures. (a) At or prior to As soon as reasonably practicable after the Effective Time and in any event not later than the fifth business day following the Effective Time, Western shall deposit, or ET shall cause the Exchange Agent to be depositedmail to each holder of ETO Preferred Units, which at the Effective Time were converted into the right to receive the applicable portion of the Preferred Merger Consideration pursuant to Section 2.1(a), (i) a customary letter of transmittal and (ii) instructions for use in effecting the surrender of the certificates or book-entry notations representing ETO Preferred Units (including customary provisions with such bank or trust company as Western shall elect (which may include a subsidiary respect to delivery of Westernan “agent’s message” with respect to Book-Entry Units representing ETO Preferred Units) (in such capacityeach case, “Certificates”) in exchange for the "applicable portion of the Preferred Merger Consideration and any distributions payable pursuant to Section 2.3(c). Upon surrender of Certificates for cancellation to the Exchange Agent"), for the benefit together with such letter of the holders of certificates formerly representing shares of PNB Common Stock ("Old Certificates")transmittal, for exchange duly completed and validly executed in accordance with this Article III, certificates representing the shares of Western Common Stock ("New Certificates") and an estimated amount of cash (such cash and New Certificates, together with any dividends or distributions with a record date occurring after the Effective Date with respect instructions thereto, without any interest on any and such cash, dividends or distributions, being hereinafter referred to other documents as the "Exchange Fund") to may reasonably be paid pursuant to this Article III in exchange for outstanding shares of PNB Common Stock. (b) As soon as practicable after the Effective Date, Western shall send or cause to be sent to each former holder of record of shares of PNB Common Stock immediately prior to the Effective Time transmittal materials for use in exchanging such shareholder's Old Certificates for the consideration set forth in this Article III, which transmittal materials PNB shall have had the opportunity to review prior to the Effective Date. Western shall cause the New Certificates into which shares of PNB Common Stock are converted on the Effective Date and any check in respect of any fractional share interests or dividends or distributions which the holder of such shares shall be entitled to receive upon delivery to the Exchange Agent of Old Certificates representing such shares (or an affidavit of lost certificate and, if required by the Exchange Agent, indemnity reasonably satisfactory to Western and the Exchange Agent, if any holder of such certificates are lost, stolen or destroyed) owned by such shareholder. No interest will be paid on any such cash to be paid in lieu of fractional share interests or in respect of dividends or distributions which any such person ETO Preferred Units shall be entitled to receive in exchange therefor (subject to withholding tax as specified in Section 2.4), as applicable, that number of whole New ET Preferred Units to which such holder is entitled pursuant to this Article III upon Section 2.1(c), and a check in an amount equal to the aggregate amount of cash that such deliveryholder has a right to receive pursuant to Section 2.3(c) to which such holder is entitled, and the ETO Preferred Units represented by the Certificates so surrendered shall forthwith be cancelled. In If any cash payment is to be made to, or any New ET Preferred Units constituting any part of the event applicable portion of a transfer of ownership of any shares of PNB Common Stock not the Preferred Merger Consideration is to be registered in the transfer records of PNBname of, a person other than the exchange described person in this Section 3.4(b) may nonetheless whose name the applicable surrendered ETO Preferred Units is registered, it shall be effected and a check for the cash to be paid in lieu of fractional shares may be issued condition to the transferee if payment or registration thereof that the Old surrendered Certificate representing be in proper form for transfer and that the person requesting such PNB Common Stock is presented payment or delivery of the Preferred Merger Consideration pay any transfer or other similar Taxes required as a result of such registration in the name of a person other than the registered holder of such Certificate or establish to the Exchange Agent, accompanied by documents sufficient, in the discretion satisfaction of Western and the Exchange Agent, (i) to evidence and effect such transfer but for the provisions of Section 3.2 hereof and (ii) to evidence that all applicable stock transfer taxes have been paid. (c) If Old Certificates are not surrendered or the consideration therefor is not claimed prior to the date on which such consideration would otherwise escheat to or become the property of any governmental unit or agency, the unclaimed consideration shall, to the extent permitted by abandoned property and any other applicable law, become the property of the Surviving Corporation (and to the extent not in its possession shall be paid over to the Surviving Corporation), free and clear of all claims or interest of any person previously entitled to such claims. Notwithstanding the foregoing, neither the Exchange Agent nor any party hereto that such Tax has been paid or is not payable. Until surrendered as contemplated by this Section 2.3(b), each Certificate shall be liable to deemed at any former holder of PNB Common Stock for any amount properly delivered to a public official pursuant to applicable abandoned property, escheat or similar laws. (d) At the election of Western, no dividends or other distributions with respect to Western Common Stock with a record date occurring time after the Effective Time shall be paid to the holder of any unsurrendered Old Certificate representing shares of PNB Common Stock converted in the Merger into represent only the right to receive shares of such Western Common Stock until the holder thereof shall be entitled to receive New Certificates in exchange therefor in accordance with the procedures set forth in this Section 3.4, and no such shares of PNB Common Stock shall be eligible to vote until the holder of Old Certificates is entitled to receive New Certificates in accordance with the procedures set forth in this Section 3.4. After becoming so entitled in accordance with this Section 3.4, the record holder thereof also shall be entitled to receive any such dividends or other distributions, without any interest thereon, which theretofore had become payable with respect to shares of Western Common Stock such holder had the right to receive upon surrender of the Old Certificate. (e) Any applicable portion of the Exchange Fund that remains unclaimed by the shareholders of PNB for six months after the Effective Time Preferred Merger Consideration (and any amounts to be paid pursuant to Section 2.3(c)) upon such surrender. No interest shall be returned by the Exchange Agent paid or shall accrue on any amount payable pursuant to Western. Any shareholders of PNB who have not theretofore complied with this Article III shall thereafter look only to Western for payment of the shares of Western Common Stock, cash in lieu of any fractional shares and unpaid dividends and distributions on Western Common Stock deliverable hereunder, in each case, without any interest thereonSection 2.3(c).

Exchange Procedures. (a) At or prior to the Effective Time, Western shall deposit, or shall cause to be deposited, with such bank or trust company as Western shall elect (which may include a subsidiary of Western) (in such capacity, the "Exchange Agent"), for the benefit of the holders of certificates formerly representing shares of PNB Common Stock ("Old Certificates"), for exchange in accordance with this Article III, certificates representing the shares of Western Common Stock ("New Certificates") and an estimated amount of cash (such cash and New Certificates, together with any dividends or distributions with a record date occurring after the Effective Date with respect thereto, without any interest on any such cash, dividends or distributions, being hereinafter referred to as the "Exchange Fund") to be paid pursuant to this Article III in exchange for outstanding shares of PNB Common Stock. (b) As soon as reasonably practicable after the Effective DateTime but in any event no more than ten (10) Business Days thereafter, Western the Exchange Agent shall send or cause to be sent mail to each former holder of record of shares a certificate representing ownership of PNB Common Stock immediately prior Shares (a “Certificate” or “Certificates”) whose Shares were converted into the right to receive the Per Share Consideration pursuant to Section 1.6, (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Effective Time transmittal materials Certificates shall pass, only upon delivery of the Certificates to the Exchange Agent and shall be in such form and have such other provisions as the Company may reasonably specify) and (ii) instructions for use in exchanging such shareholder's Old effecting the surrender of the Certificates in exchange for the consideration set forth in this Article III, which transmittal materials PNB shall have had the opportunity to review prior Per Share Consideration. Upon surrender of a Certificate for cancellation to the Effective Date. Western shall cause the New Certificates into which shares Exchange Agent together with such letter of PNB Common Stock are converted on the Effective Date and any check in respect of any fractional share interests or dividends or distributions which transmittal, duly executed, the holder of such shares Certificate shall be entitled to receive upon delivery in exchange therefor the Per Share Consideration and any unpaid dividends and distributions thereon as provided in this Article I, which such holder has the right to the Exchange Agent of Old Certificates representing such shares (or an affidavit of lost certificate and, if required by the Exchange Agent, indemnity reasonably satisfactory to Western 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 such cash to be paid in lieu of fractional share interests or receive in respect of dividends or distributions which any such person shall be entitled to receive the Certificate surrendered pursuant to the provisions of this Article III upon I (after taking into account all Shares then held by such deliveryholder), and the Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of any shares of PNB Common Stock Shares which is not registered in the transfer records of PNBthe Seller, a transferee may exchange the exchange described in this Section 3.4(b) may nonetheless be effected and a check for the cash to be paid in lieu of fractional shares may be issued to the transferee if the Old Certificate representing such PNB Common Stock Shares for the Per Share Consideration and any unpaid dividends and distributions thereon as provided in this Article I if the Certificate representing such Shares is presented to the Exchange Agent, accompanied by all documents sufficient, in the discretion of Western and the Exchange Agent, (i) required to evidence and effect such transfer but for the provisions of Section 3.2 hereof transfer, and (ii) to by evidence that all any applicable stock transfer taxes have been paid. (c) If Old Certificates are not surrendered . In the event any Certificate shall have been lost, stolen or destroyed, upon the consideration therefor is not claimed prior making of an affidavit of that fact by the Person claiming such Certificate to be lost, stolen or destroyed and the date on which posting by such consideration would otherwise escheat to Person of a bond in such amount as the Company may direct as indemnity against any claim that may be made against it or become the property of any governmental unit or agency, the unclaimed consideration shall, to the extent permitted by abandoned property and any other applicable law, become the property of the Surviving Corporation (and to the extent not in its possession shall be paid over to the Surviving Corporation), free and clear of all claims or interest of any person previously entitled to such claims. Notwithstanding the foregoing, neither the Exchange Agent nor any party hereto shall be liable to any former holder of PNB Common Stock for any amount properly delivered to a public official pursuant to applicable abandoned property, escheat or similar laws. (d) At the election of Western, no dividends or other distributions with respect to Western Common Stock with a record date occurring after such Certificate, the Effective Time shall be paid to the holder of any unsurrendered Old Certificate representing shares of PNB Common Stock converted in the Merger into the right to receive shares of such Western Common Stock until the holder thereof shall be entitled to receive New Certificates Exchange Agent will pay and issue in exchange therefor in accordance with for such lost, stolen or destroyed Certificate the procedures set forth Per Share Consideration and any unpaid dividends and distributions thereon as provided in this Section 3.4, and no such shares of PNB Common Stock shall be eligible to vote until the holder of Old Certificates is entitled to receive New Certificates in accordance with the procedures set forth in this Section 3.4. After becoming so entitled in accordance with this Section 3.4, the record holder thereof also shall be entitled to receive any such dividends or other distributions, without any interest thereonArticle I, which theretofore had become payable with respect to shares of Western Common Stock such holder would have had the right to receive upon surrender in respect of the Old such lost, stolen or destroyed Certificate. . Until surrendered as contemplated by this Section 1.7, each Certificate (e) Any portion of the Exchange Fund that remains unclaimed other than Certificates representing Shares owned by the shareholders of PNB for six months Company or any Company Subsidiary and Certificates representing Dissenting Shares) shall be deemed at any time after the Effective Time shall be returned by to represent only the Exchange Agent right to Western. Any shareholders of PNB who have not theretofore complied with this Article III shall thereafter look only to Western for payment of receive upon such surrender the shares of Western Common Stock, cash in lieu of Per Share Consideration and any fractional shares and unpaid dividends and distributions on Western Common Stock deliverable hereunder, thereon as provided in each case, without any interest thereon.this Article I.

Exchange Procedures. Promptly after the Effective Time, Holdco shall cause the Exchange Agent to mail to each holder of record (aas of the Effective Time) At of, or entitled to, a certificate or certificates (the "Certificates") which immediately prior to the Effective Time represented outstanding shares of NPS Common Stock, including, for greater certainty, the holders (other than NPS or any of its Subsidiaries) of certificates including Exchangeable Shares purchased by an affiliate of NPS prior to the Effective Time, Western shall deposit, or shall cause to be deposited, with such bank or trust company as Western shall elect (which may include a subsidiary of Western) (in such capacity, the "Exchange Agent"), for the benefit of the holders of certificates formerly representing shares of PNB Common Stock ("Old Certificates"), for exchange in accordance with this Article III, certificates representing the shares of Western Common Stock ("New Certificates") and an estimated amount of cash (such cash and New Certificates, together with any dividends or distributions with a record date occurring after the Effective Date with respect thereto, without any interest on any such cash, dividends or distributions, being hereinafter referred to as the "Exchange Fund") to be paid pursuant to this Article III in exchange for outstanding shares of PNB Enzon Common Stock. (b) As soon as practicable after the Effective Date, Western shall send or cause to be sent to each former holder of record of shares of PNB Common Stock immediately prior to the Effective Time transmittal materials for use in exchanging such shareholder's Old Certificates for the consideration set forth in this Article III, which transmittal materials PNB shall have had the opportunity to review prior to the Effective Date. Western shall cause the New Certificates into which shares of PNB Common Stock are converted on the Effective Date and any check in respect of any fractional share interests or dividends or distributions which the holder of such shares shall be entitled to receive upon delivery to the Exchange Agent of Old Certificates representing such shares (or an affidavit of lost certificate and, if required by the Exchange Agent, indemnity reasonably satisfactory to Western 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 such cash to be paid in lieu of fractional share interests or in respect of dividends or distributions which any such person shall be entitled to receive pursuant to this Article III upon such delivery. In the event of a transfer of ownership of any shares of PNB Common Stock not registered in the transfer records of PNB, the exchange described in this Section 3.4(b) may nonetheless be effected and a check for the cash to be paid in lieu of fractional shares may be issued to the transferee if the Old Certificate representing such PNB Common Stock is presented to the Exchange Agent, accompanied by documents sufficient, in the discretion of Western and the Exchange Agenteach case, (i) to evidence and effect such transfer but for the provisions of Section 3.2 hereof and (ii) to evidence that all applicable stock transfer taxes have been paid. (c) If Old Certificates are not surrendered or the consideration therefor is not claimed prior to the date on which such consideration would otherwise escheat to or become the property of any governmental unit or agency, the unclaimed consideration shall, to the extent permitted by abandoned property and any other applicable law, become the property of the Surviving Corporation (and to the extent not in its possession shall be paid over to the Surviving Corporation), free and clear of all claims or interest of any person previously entitled to such claims. Notwithstanding the foregoing, neither the Exchange Agent nor any party hereto shall be liable to any former holder of PNB Common Stock for any amount properly delivered to a public official pursuant to applicable abandoned property, escheat or similar laws. (d) At the election of Western, no dividends or other distributions with respect to Western Common Stock with a record date occurring after the Effective Time shall be paid to the holder of any unsurrendered Old Certificate representing whose shares of PNB Common Stock were converted in the Merger into the right to receive shares of such Western Holdco Common Stock until the holder thereof pursuant to Section 1.9 and Section 1.10 hereof, cash in lieu of any fractional shares pursuant to Section 1.11(d) hereof and any dividends or other distributions pursuant to Section 1.11(e) hereof: (i) a letter of transmittal (which shall specify that delivery shall be entitled effected, and risk of loss and title to receive New the Certificates shall pass, only upon delivery of the Certificates to the Exchange Agent and shall be in such form and have such other provisions as NPS and Enzon may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange therefor in accordance with the procedures set forth in this Section 3.4, and no such for certificates representing whole shares of PNB Common Stock shall be eligible to vote until the holder of Old Certificates is entitled to receive New Certificates in accordance with the procedures set forth in this Section 3.4. After becoming so entitled in accordance with this Section 3.4, the record holder thereof also shall be entitled to receive any such dividends or other distributions, without any interest thereon, which theretofore had become payable with respect to shares of Western Common Stock such holder had the right to receive upon surrender of the Old Certificate. (e) Any portion of the Exchange Fund that remains unclaimed by the shareholders of PNB for six months after the Effective Time shall be returned by the Exchange Agent to Western. Any shareholders of PNB who have not theretofore complied with this Article III shall thereafter look only to Western for payment of the shares of Western Holdco Common Stock, cash in lieu of any fractional shares pursuant to Section 1.11(d) hereof and unpaid any dividends or other distributions pursuant to Section 1.11(e) hereof. Upon surrender of Certificates for cancellation to the Exchange Agent, together with such letter of transmittal, duly completed and distributions on Western 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 Certificates shall be entitled to receive in exchange therefor the number of whole shares of Holdco Common Stock deliverable hereunder(after taking into account all Certificates surrendered by such holder) to which such holder is entitled pursuant to Section 1.9 and Section 1.10 hereof (which shall be in uncertificated book entry form unless a physical certificate is requested or is otherwise required by applicable Legal Requirements), payment in each caselieu of fractional shares which such holder has the right to receive pursuant to Section 1.11(d) hereof and any dividends or distributions payable pursuant to Section 1.11(e), without and the Certificates so surrendered shall forthwith be canceled. Until so surrendered, outstanding Certificates will be deemed from and after the Effective Time, for all corporate purposes, to evidence the ownership of the number of full shares of Holdco Common Stock into which such shares of NPS Common Stock or Enzon Common Stock shall have been so converted and the right to receive an amount in cash in lieu of the issuance of any interest thereonfractional shares in accordance with Section 1.11(d) hereof and any dividends or distributions payable pursuant to Section 1.11(e) hereof.

Exchange Procedures. (a) At or prior to As soon as reasonably practicable after the Effective Time, Western the Exchange Agent shall deposit, or shall cause to be deposited, with such bank or trust company as Western shall elect (which may include a subsidiary of Western) (in such capacity, the "Exchange Agent"), for the benefit of the holders of certificates formerly representing shares of PNB Common Stock ("Old Certificates"), for exchange in accordance with this Article III, certificates representing the shares of Western Common Stock ("New Certificates") and an estimated amount of cash (such cash and New Certificates, together with any dividends or distributions with a record date occurring after the Effective Date with respect thereto, without any interest on any such cash, dividends or distributions, being hereinafter referred to as the "Exchange Fund") to be paid pursuant to this Article III in exchange for outstanding shares of PNB Common Stock. (b) As soon as practicable after the Effective Date, Western shall send or cause to be sent mail to each former holder of record of shares of PNB Common Stock a certificate or certificates which immediately prior to the Effective Time represented outstanding shares of Oak Common Stock (each a “Certificate” and, collectively, the “Certificates”) whose shares were converted pursuant to Section 2.1 into the right to receive Merger Consideration (i) a letter of transmittal materials (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Agent and shall be in such form and have such other provisions as ▇▇▇▇▇ and Oak may reasonably specify) and (ii) instructions for use in exchanging such shareholder's Old effecting the surrender of the Certificates in exchange for the consideration set forth in this Article III, which transmittal materials PNB shall have had the opportunity to review prior Merger Consideration. Upon surrender of a Certificate for cancellation to the Effective Date. Western shall cause the New Certificates into which shares Exchange Agent or to such other agent or agents as may be appointed by ▇▇▇▇▇, together with such letter of PNB Common Stock are converted on the Effective Date and any check in respect of any fractional share interests or dividends or distributions which transmittal, duly executed, the holder of such shares Certificate shall be entitled to receive upon delivery in exchange therefor (A) a certificate representing the number of whole shares of ▇▇▇▇▇ Common Stock to which the Exchange Agent of Old Certificates representing such shares holder is entitled pursuant to Section 2.1(b)(i), (or an affidavit of lost certificate andB) the aggregate Per Share Cash Consideration to which the holder is entitled pursuant to Section 2.1(b)(ii), if required by the Exchange Agent, indemnity reasonably satisfactory to Western and the Exchange Agent, if any of such certificates are lost, stolen or destroyed(C) owned by such shareholder. No interest will be paid on any such cash to be paid (without interest) in lieu of fractional share interests or shares as provided in respect of dividends or distributions which any such person Section 2.2(f). The Certificate so surrendered shall immediately be entitled to receive pursuant to this Article III upon such deliverycancelled. In the event of a transfer of ownership of any shares of PNB Oak Common Stock which is not registered in the transfer records of PNBOak, the exchange described in this Section 3.4(b) may nonetheless be effected cash and a check for certificate representing the cash proper number of shares of ▇▇▇▇▇ Common Stock to be paid in lieu of fractional shares which the registered holder is entitled may be issued to the a transferee if the Old Certificate representing such PNB Oak Common Stock is presented to the Exchange Agent, accompanied by all documents sufficient, in the discretion of Western and the Exchange Agent, (i) required to evidence and effect such transfer but for the provisions of Section 3.2 hereof and (ii) to by evidence that all any applicable stock transfer taxes have been paid. (c) If Old Certificates are not . Until surrendered or the consideration therefor is not claimed prior to the date on which such consideration would otherwise escheat to or become the property of any governmental unit or agencyas contemplated by this Section 2.2, the unclaimed consideration shall, to the extent permitted by abandoned property and any other applicable law, become the property of the Surviving Corporation (and to the extent not in its possession each Certificate shall be paid over to the Surviving Corporation), free and clear of all claims or interest of deemed at any person previously entitled to such claims. Notwithstanding the foregoing, neither the Exchange Agent nor any party hereto shall be liable to any former holder of PNB Common Stock for any amount properly delivered to a public official pursuant to applicable abandoned property, escheat or similar laws. (d) At the election of Western, no dividends or other distributions with respect to Western Common Stock with a record date occurring time after the Effective Time shall be paid to the holder of any unsurrendered Old Certificate representing shares of PNB Common Stock converted in the Merger into the right to receive shares of such Western Common Stock until the holder thereof shall be entitled to receive New Certificates in exchange therefor in accordance with the procedures set forth in this Section 3.4, and no such shares of PNB Common Stock shall be eligible to vote until the holder of Old Certificates is entitled to receive New Certificates in accordance with the procedures set forth in this Section 3.4. After becoming so entitled in accordance with this Section 3.4, the record holder thereof also shall be entitled to receive any such dividends or other distributions, without any interest thereon, which theretofore had become payable with respect to shares of Western Common Stock such holder had represent only the right to receive upon such surrender of cash and the Old Certificate. (e) Any portion of the Exchange Fund that remains unclaimed by the shareholders of PNB for six months after the Effective Time shall be returned by the Exchange Agent to Western. Any shareholders of PNB who have not theretofore complied with this Article III shall thereafter look only to Western for payment of the certificate representing shares of Western ▇▇▇▇▇ Common Stock, Stock (and cash in lieu of any fractional shares and unpaid dividends and distributions on Western of ▇▇▇▇▇ Common Stock deliverable hereunder, in each case, without any interest thereonas contemplated by this Section 2.2).

Exchange Procedures. (a) At or prior to As soon as reasonably practicable after the Effective Time, Western shall deposit, or the Surviving Corporation shall cause the Exchange Agent to be deposited, with such bank or trust company as Western shall elect (which may include a subsidiary of Western) (in such capacity, the "Exchange Agent"), for the benefit of the holders of certificates formerly representing shares of PNB Common Stock ("Old Certificates"), for exchange in accordance with this Article III, certificates representing the shares of Western Common Stock ("New Certificates") and an estimated amount of cash (such cash and New Certificates, together with any dividends or distributions with a record date occurring after the Effective Date with respect thereto, without any interest on any such cash, dividends or distributions, being hereinafter referred to as the "Exchange Fund") to be paid pursuant to this Article III in exchange for outstanding shares of PNB Common Stock. (b) As soon as practicable after the Effective Date, Western shall send or cause to be sent mail to each former holder of record of shares of PNB Common Stock a certificate or certificates which immediately prior to the Effective Time represented outstanding shares of Company Common Stock (the "Certificates") whose shares are converted pursuant to Section 2.01(c) into the right to receive the Merger Price (i) a letter of transmittal materials (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Agent and shall be in such form and have such other provisions as the Surviving Corporation may reasonably specify) and (ii) instructions for use in exchanging such shareholder's Old effecting the surrender of the Certificates in exchange for the consideration set forth in this Article III, which transmittal materials PNB shall have had the opportunity to review prior Merger Price. Upon surrender of a Certificate for cancellation to the Effective Date. Western shall cause the New Certificates into which shares Exchange Agent, together with such letter of PNB Common Stock are converted on the Effective Date transmittal duly executed and any check completed in respect of any fractional share interests or dividends or distributions which accordance with its terms, the holder of such shares Certificate shall be entitled to receive upon delivery in exchange therefor a check representing the Merger Price per share of Company Common Stock represented thereby which such holder has the right to receive pursuant to the Exchange Agent provisions of Old Certificates representing such shares (or an affidavit of lost certificate andthis Article II, if required by the Exchange Agent, indemnity reasonably satisfactory to Western 46 8 and the Exchange Agent, if Certificate so surrendered shall forthwith be canceled. In no event shall the holder of any of such certificates are lost, stolen or destroyed) owned by such shareholder. No interest will be paid on any such cash to be paid in lieu of fractional share interests or in respect of dividends or distributions which any such person shall Certificate be entitled to receive pursuant interest on any funds to this Article III upon such deliverybe received in the Merger. In the event of a transfer of ownership of any shares of PNB Company Common Stock which is not registered in the transfer records of PNBthe Company, the exchange described in this Section 3.4(b) may nonetheless be effected and a check for the cash to be paid in lieu of fractional shares Merger Price may be issued to the a transferee if the Old Certificate representing such PNB Company Common Stock is presented to the Exchange Agent, Agent accompanied by all documents sufficient, in the discretion of Western and the Exchange Agent, (i) required to evidence and effect such transfer but for the provisions of Section 3.2 hereof and (ii) to by evidence that all any applicable stock transfer taxes have been paid. (c) If Old Certificates are not . Until surrendered or the consideration therefor is not claimed prior to the date on which such consideration would otherwise escheat to or become the property of any governmental unit or agencyas contemplated by this Section 2.02(b), the unclaimed consideration shall, to the extent permitted by abandoned property and any other applicable law, become the property of the Surviving Corporation (and to the extent not in its possession each Certificate shall be paid over to the Surviving Corporation), free and clear of all claims or interest of deemed at any person previously entitled to such claims. Notwithstanding the foregoing, neither the Exchange Agent nor any party hereto shall be liable to any former holder of PNB Common Stock for any amount properly delivered to a public official pursuant to applicable abandoned property, escheat or similar laws. (d) At the election of Western, no dividends or other distributions with respect to Western Common Stock with a record date occurring time after the Effective Time shall be paid to the holder of any unsurrendered Old Certificate representing shares of PNB Common Stock converted in the Merger into the right to receive shares of such Western Common Stock until the holder thereof shall be entitled to receive New Certificates in exchange therefor in accordance with the procedures set forth in this Section 3.4, and no such shares of PNB Common Stock shall be eligible to vote until the holder of Old Certificates is entitled to receive New Certificates in accordance with the procedures set forth in this Section 3.4. After becoming so entitled in accordance with this Section 3.4, the record holder thereof also shall be entitled to receive any such dividends or other distributions, without any interest thereon, which theretofore had become payable with respect to shares of Western Common Stock such holder had represent only the right to receive upon such surrender the Merger Price per share of the Old Certificate. (e) Any portion of the Exchange Fund that remains unclaimed Company Common Stock represented thereby as contemplated by the shareholders of PNB for six months after the Effective Time shall be returned by the Exchange Agent to Western. Any shareholders of PNB who have not theretofore complied with this Article III shall thereafter look only to Western for payment of the shares of Western Common Stock, cash in lieu of any fractional shares and unpaid dividends and distributions on Western Common Stock deliverable hereunder, in each case, without any interest thereon.II. (c)

Exchange Procedures. (a) At or prior to Promptly after the Effective Time, Western shall depositand in no event later than four (4) Business Days after the Closing, or the Surviving Corporation shall cause to be deposited, with such bank or trust company as Western shall elect (which may include a subsidiary of Western) (in such capacity, the "Exchange Agent"), for the benefit of the holders of certificates formerly representing shares of PNB Common Stock ("Old Certificates"), for exchange in accordance with this Article III, certificates representing the shares of Western Common Stock ("New Certificates") and an estimated amount of cash (such cash and New Certificates, together with any dividends or distributions with a record date occurring after the Effective Date with respect thereto, without any interest on any such cash, dividends or distributions, being hereinafter referred to as the "Exchange Fund") to be paid pursuant to this Article III in exchange for outstanding shares of PNB Common Stock. (b) As soon as practicable after the Effective Date, Western shall send or cause to be sent mailed to each former holder of record of shares of PNB Common Stock a Certificate or Certificates that immediately prior to the Effective Time represented outstanding shares of Target Capital Stock, whose shares were converted into the right to receive the applicable Merger Consideration pursuant to Section 2.6(a), subject to Section 2.11 and Section 8 hereof and the Escrow Agreement: (i) a letter of transmittal materials in a form mutually agreed by Acquiror and Target (which (A) shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon receipt of the Certificates by Acquiror, (B) shall acknowledge the indemnification obligations of the holders of Target Preferred Stock, (C) shall contain a full release of Target, Surviving Corporation and Acquiror and its Affiliates, and (D) shall be in such form and have such other provisions as Acquiror and Target may reasonably specify); (ii) such other customary documents as may be required pursuant to such instructions; and (iii) instructions for use in exchanging such shareholder's Old effecting the surrender of the Certificates in exchange for the consideration set forth Merger Consideration that a holder of Certificate(s) is entitled to receive pursuant to Section 2.6(a), subject to Section 2.11 and Section 8 hereof, if any. Upon surrender of a Certificate for cancellation to Acquiror or to such other agent or agents as may be appointed by Acquiror, together with such letter of transmittal and other customary documents, duly completed and validly executed in this Article IIIaccordance with the instructions thereto, which transmittal materials PNB shall have had the opportunity to review prior to the Effective Date. Western shall cause the New Certificates into which shares of PNB Common Stock are converted on the Effective Date and any check in respect of any fractional share interests or dividends or distributions which the holder of such shares Certificate shall be entitled to receive upon delivery to in exchange therefore (i) the Exchange Agent Merger Consideration that a holder of Old Certificates representing such shares (or an affidavit of lost certificate and, if required by the Exchange Agent, indemnity reasonably satisfactory to Western and the Exchange Agent, if any of such certificates are lost, stolen or destroyedCertificate(s) owned by such shareholder. No interest will be paid on any such cash to be paid in lieu of fractional share interests or in respect of dividends or distributions which any such person shall be is entitled to receive pursuant to this Article III upon such delivery. In the event of a transfer of ownership of any shares of PNB Common Stock not registered in the transfer records of PNBSection 2.6(a), the exchange described in this subject to Section 3.4(b) may nonetheless be effected 2.11 and a check for the cash to be paid in lieu of fractional shares may be issued to the transferee Section 8 hereof, if the Old Certificate representing such PNB Common Stock is presented to the Exchange Agentany, accompanied by documents sufficient, in the discretion of Western and the Exchange Agent, Certificate so surrendered shall forthwith be canceled and such Merger Consideration shall be promptly delivered by Acquiror (iin no event later than seven (7) days after the surrender of such complete and fully executed documents by the holder) to evidence and effect such transfer but for the provisions of Section 3.2 hereof and (ii) to evidence holder. Until so surrendered, each outstanding Certificate that all applicable stock transfer taxes have been paid. (c) If Old Certificates are not surrendered or the consideration therefor is not claimed prior to the date on which such consideration would otherwise escheat to or become the property Effective Time represented shares of any governmental unit or agency, the unclaimed consideration shall, to the extent permitted by abandoned property Target Capital Stock will be deemed from and any other applicable law, become the property of the Surviving Corporation (and to the extent not in its possession shall be paid over to the Surviving Corporation), free and clear of all claims or interest of any person previously entitled to such claims. Notwithstanding the foregoing, neither the Exchange Agent nor any party hereto shall be liable to any former holder of PNB Common Stock for any amount properly delivered to a public official pursuant to applicable abandoned property, escheat or similar laws. (d) At the election of Western, no dividends or other distributions with respect to Western Common Stock with a record date occurring after the Effective Time shall be paid Time, for all corporate purposes, to the holder of any unsurrendered Old Certificate representing shares of PNB Common Stock converted in the Merger into evidence the right to receive shares of such Western Common Stock until the holder thereof shall be entitled to receive New Certificates in exchange therefor in accordance with the procedures set forth in this Section 3.4, and no such shares of PNB Common Stock shall be eligible to vote until the Merger Consideration that a holder of Old Certificates Certificate(s) is entitled to receive New Certificates in accordance with the procedures set forth in this pursuant to Section 3.4. After becoming so entitled in accordance with this 2.6(a), subject to Section 3.42.11 and Section 8 hereof, the record holder thereof also shall be entitled to receive any such dividends or other distributions, without any interest thereon, which theretofore had become payable with respect to shares of Western Common Stock such holder had the right to receive upon surrender of the Old Certificateif any. (e) Any portion of the Exchange Fund that remains unclaimed by the shareholders of PNB for six months after the Effective Time shall be returned by the Exchange Agent to Western. Any shareholders of PNB who have not theretofore complied with this Article III shall thereafter look only to Western for payment of the shares of Western Common Stock, cash in lieu of any fractional shares and unpaid dividends and distributions on Western Common Stock deliverable hereunder, in each case, without any interest thereon.

Exchange Procedures. (a) At or prior to the Effective Time, Western shall deposit, or shall cause to be deposited, with such bank or trust company as Western shall elect (which may include a subsidiary of Western) (in such capacity, the "Exchange Agent"), for the benefit of the holders of certificates formerly representing shares of PNB Common Stock ("Old Certificates"), for exchange in accordance with this Article III, certificates representing the shares of Western Common Stock ("New Certificates") and an estimated amount of cash (such cash and New Certificates, together with any dividends or distributions with a record date occurring after the Effective Date with respect thereto, without any interest on any such cash, dividends or distributions, being hereinafter referred to as the "Exchange Fund") to be paid pursuant to this Article III in exchange for outstanding shares of PNB Common Stock. (b) As soon promptly as practicable after the Xtribe Merger Effective DateTime, Western WinVest shall send or use commercially reasonable efforts to cause the Exchange Agent to be sent mail to each former holder of record Company Common Units entitled to receive a portion of shares the Aggregate Merger Consideration pursuant to Section 3.01 a letter of PNB transmittal, which shall be in a form reasonably acceptable to WinVest and the Company (the “Letter of Transmittal”), and shall specify (i) that delivery shall be effected, and risk of loss and title to the certificates evidencing such Company Common Stock immediately Units (the “Certificates”) shall pass, only upon proper delivery and surrender of the Certificates to the Exchange Agent; and (ii) instructions for use in effecting the surrender of the Certificates pursuant to the Letter of Transmittal. Within two (2) Business Days (but in no event prior to the Xtribe Merger Effective Time transmittal materials for use in exchanging such shareholder's Old Certificates for Time) after the consideration set forth in this Article III, which transmittal materials PNB shall have had the opportunity to review prior surrender to the Effective Date. Western shall cause Exchange Agent of all Certificates held by such holder for cancellation, together with a Letter of Transmittal, duly completed and validly executed in accordance with the New Certificates into which shares of PNB Common Stock are converted on the Effective Date instructions thereto and any check in respect of any fractional share interests or dividends or distributions which such other documents as may be required pursuant to such instructions, the holder of such shares Certificates shall be entitled to receive upon delivery to in exchange therefor, and WinVest shall cause the Exchange Agent of Old Certificates representing such shares (or an affidavit of lost certificate and, if required by the Exchange Agent, indemnity reasonably satisfactory to Western 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 such cash to be paid in lieu of fractional share interests or in respect of dividends or distributions which any such person shall be entitled to receive pursuant to this Article III upon such delivery. In the event of a transfer of ownership of any shares of PNB Common Stock not registered in the transfer records of PNBdeliver, the exchange described portion of Aggregate Merger Consideration to which such holder is entitled in this Section 3.4(b) may nonetheless be effected and a check for the cash to be paid in lieu of fractional shares may be issued to the transferee if the Old Certificate representing such PNB Common Stock is presented to the Exchange Agent, accompanied by documents sufficient, in the discretion of Western and the Exchange Agent, (i) to evidence and effect such transfer but for accordance with the provisions of Section 3.2 hereof 3.01, and (ii) to evidence that all applicable stock transfer taxes have been paid. (c) If Old the Certificates are not so surrendered or the consideration therefor is not claimed prior to the date on which such consideration would otherwise escheat to or become the property of any governmental unit or agencyshall forthwith be cancelled. Until surrendered as contemplated by this Section 3.02, the unclaimed consideration shall, to the extent permitted by abandoned property and any other applicable law, become the property of the Surviving Corporation (and to the extent not in its possession shall be paid over to the Surviving Corporation), free and clear of all claims or interest of any person previously entitled to such claims. Notwithstanding the foregoing, neither the Exchange Agent nor any party hereto shall be liable to any former holder of PNB Common Stock for any amount properly delivered to a public official pursuant to applicable abandoned property, escheat or similar laws. (d) At the election of Western, no dividends or other distributions with respect to Western Common Stock with a record date occurring after the Effective Time shall be paid to the holder of any unsurrendered Old each Certificate representing shares of PNB Common Stock converted in the Merger into the right to receive shares of such Western Common Stock until the holder thereof shall be entitled to receive New Certificates in exchange therefor the applicable portion of the Aggregate Merger Consideration in accordance with the procedures set forth in this Section 3.4, and no such shares of PNB Common Stock 3.01 shall be eligible deemed at all times after the Xtribe Merger Effective Time to vote until the holder of Old Certificates is entitled to receive New Certificates in accordance with the procedures set forth in this Section 3.4. After becoming so entitled in accordance with this Section 3.4, the record holder thereof also shall be entitled to receive any such dividends or other distributions, without any interest thereon, which theretofore had become payable with respect to shares of Western Common Stock such holder had represent only the right to receive upon such surrender of such Certificate the Old Certificate. (e) Any portion of the Exchange Fund Aggregate Merger Consideration that remains unclaimed by the shareholders holder of PNB for six months after such Certificate is entitled to receive in accordance with the Effective Time shall be returned by the Exchange Agent to Western. Any shareholders provisions of PNB who have not theretofore complied with this Article III shall thereafter look only to Western for payment of the shares of Western Common Stock, cash in lieu of any fractional shares and unpaid dividends and distributions on Western Common Stock deliverable hereunder, in each case, without any interest thereonSection 3.01.

Exchange Procedures. (a) At or prior to the Effective Time, Western (1) The Company shall deposit, or shall cause to be deposited, with such bank or trust company settle its Exchange Obligations as Western shall elect (which may include a subsidiary of Western) (described in such capacity, the "Exchange Agent"Section 8.02(a)(3), for unless, within the benefit of the holders of certificates formerly representing shares of PNB Common Stock ("Old Certificates"), for exchange in accordance with this Article III, certificates representing the shares of Western Common Stock ("New Certificates") and an estimated amount of cash (such cash and New Certificates, together with any dividends or distributions with a record date occurring after the Effective Date with respect thereto, without any interest on any such cash, dividends or distributions, being hereinafter referred to as the "Exchange Fund") to be paid pursuant to this Article III in exchange for outstanding shares of PNB Common Stock. (b) As soon as practicable after the Effective Date, Western shall send or cause to be sent to each former holder of record of shares of PNB Common Stock immediately prior to the Effective Time transmittal materials for use in exchanging such shareholder's Old Certificates for the consideration set forth in this Article III, which transmittal materials PNB shall have had the opportunity to review prior to the Effective Date. Western shall cause the New Certificates into which shares of PNB Common Stock are converted on the Effective Date and any check in respect of any fractional share interests or dividends or distributions which the holder of such shares shall be entitled to receive upon delivery to the Exchange Agent of Old Certificates representing such shares (or an affidavit of lost certificate and, if required by the Exchange Agent, indemnity reasonably satisfactory to Western 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 such cash to be paid in lieu of fractional share interests or in respect of dividends or distributions which any such person shall be entitled to receive pursuant to this Article III upon such delivery. In the event of a transfer of ownership of any shares of PNB Common Stock not registered in the transfer records of PNB, the exchange described applicable time period specified in this Section 3.4(b8.02(a)(1), the Company elects to settle its Exchange Obligations as described in Section 8.02(a)(2) may nonetheless be effected and a check for the or Section 8.02(a)(4). The cash to be paid in lieu and/or shares of fractional shares may be issued to the transferee if the Old Certificate representing such PNB Common Stock which the Company is presented required to the Exchange Agent, accompanied by documents sufficient, in the discretion of Western and the Exchange Agent, (i) to evidence and effect such transfer but for the provisions of Section 3.2 hereof and (ii) to evidence that all applicable stock transfer taxes have been paid. (c) If Old Certificates are not surrendered or the consideration therefor is not claimed prior to the date on which such consideration would otherwise escheat to or become the property of any governmental unit or agency, the unclaimed consideration shall, to the extent permitted by abandoned property and any other applicable law, become the property of the Surviving Corporation (and to the extent not in its possession shall be paid over to the Surviving Corporation), free and clear of all claims or interest of any person previously entitled to such claims. Notwithstanding the foregoing, neither the Exchange Agent nor any party hereto shall be liable to any former holder of PNB Common Stock for any amount properly delivered to a public official pursuant to applicable abandoned property, escheat or similar laws. (d) At the election of Western, no dividends or other distributions with respect to Western Common Stock with a record date occurring after the Effective Time shall be paid to the holder of any unsurrendered Old Certificate representing shares of PNB Common Stock converted in the Merger into the right to receive shares of such Western Common Stock until the holder thereof shall be entitled to receive New Certificates in exchange therefor in accordance with the procedures set forth in this Section 3.4, and no such shares of PNB Common Stock shall be eligible to vote until the holder of Old Certificates is entitled to receive New Certificates in accordance with the procedures set forth in this Section 3.4. After becoming so entitled deliver in accordance with this Section 3.48.02 in settlement of its Exchange Obligations is referred to herein as the “Settlement Amount.” If the Company desires to settle its Exchange Obligations as described in Section 8.02(a)(2) or Section 8.02(a)(4), the record holder thereof also Company shall be entitled notify each exchanging Noteholder by notice to receive any the Trustee (for further distribution to Noteholders) of the method the Company will choose to satisfy its Exchange Obligations no later than the second Trading Day immediately following the Company’s receipt of a Notice of Exchange from such dividends or other distributionsHolder, without any interest thereonand such notice shall specify the section of this Second Supplemental Indenture pursuant to which the Company is electing to satisfy its exchange obligations; provided, which theretofore had become payable with respect to shares of Western Common Stock such holder had however, that the Company shall have the right to receive upon surrender irrevocably elect, in its sole discretion and without the consent of Noteholders, by notice to the Trustee (for further distribution to Noteholders), on or prior to October 15, 2012, to settle all of its future Exchange Obligations entirely in shares of Common Stock as described in Section 8.02(a)(2), and provided further, that the Company is required to settle all exchanges with an Exchange Date occurring on or after October 15, 2012 in the same manner, and the Company shall notify Noteholders by notice to the Trustee (for further distribution to Noteholders) of the Old Certificatemanner of settlement (including specifying the applicable section of this Second Supplemental Indenture that describes such manner of settlement) on or before such date. The Company shall treat all Noteholders exchanging on the same Trading Day in the same manner; however, the Company shall not have any obligation to settle its Exchange Obligations arising on different Trading Days in the same manner, except for exchanges with an Exchange Date occurring on or after October 15, 2012, which shall all be satisfied in the same manner. (e) Any portion of the Exchange Fund that remains unclaimed by the shareholders of PNB for six months after the Effective Time shall be returned by the Exchange Agent to Western. Any shareholders of PNB who have not theretofore complied with this Article III shall thereafter look only to Western for payment of the shares of Western Common Stock, cash in lieu of any fractional shares and unpaid dividends and distributions on Western Common Stock deliverable hereunder, in each case, without any interest thereon.

Exchange Procedures. (a) At or 2.2.1. Immediately prior to the Effective Time, Western BAQG shall deposit, or shall cause to be deposited, deposit with such bank or trust company as Western shall elect an exchange agent (which may include a subsidiary of Western) (in such capacity, the "''Exchange Agent")'') designated by BAQG, which shall be reasonably satisfactory to VIBE, in trust for the benefit VIBE Stockholders of record immediately prior to the holders of certificates formerly representing shares of PNB Common Stock ("Old Certificates"), for exchange in accordance with this Article IIIEffective Time, certificates representing the aggregate number of shares of Western Common Stock ("New Certificates") and an estimated amount of cash (such cash and New Certificates, together with any dividends or distributions with a record date occurring after the Effective Date with respect thereto, without any interest on any such cash, dividends or distributions, being hereinafter referred to as the "Exchange Fund") to be paid BAQG issuable pursuant to this Article III Section 2.1.2 hereof in exchange for the total outstanding shares of PNB Common StockVIBE immediately prior to the Effective Time in the amounts and in the names as listed in Exhibit A attached hereto. (b) 2.2.2. As soon as practicable after the Effective DateTime, Western BAQG shall send or cause the Exchange Agent to be sent mail to each former holder VIBE Stockholder a letter of record transmittal and instructions for use in effecting the surrender of certificates representing shares of PNB Common Stock VIBE outstanding immediately prior to the Effective Time transmittal materials for use (the ''Certificates'') in exchanging appropriate and customary form with such shareholder's Old Certificates for the consideration set forth in this Article III, which transmittal materials PNB shall have had the opportunity to review provisions as VIBE (prior to the Effective DateExchange) and BAQG may reasonably specify. Western shall cause Upon surrender of a Certificate for cancellation to the New Certificates into which shares Exchange Agent, together with such letter of PNB Common Stock are converted on the Effective Date transmittal, duly and any check in respect of any fractional share interests or dividends or distributions which properly executed, the holder of such shares Certificate shall be entitled to receive upon delivery in exchange therefor a certificate representing that number of whole shares of BAQG Common which such holder has a right to receive pursuant to the provisions of this Article 2. BAQG shall cause all such BAQG Shares issued pursuant to the Exchange Agent to be duly authorized, validly issued, fully paid and nonassessable and not subject to preemptive rights. 2.2.3. If any certificate representing VIBE Shares is to be issued in a name other than that in which the Certificate surrendered in exchange therefor is registered, it shall be a condition of Old Certificates representing such shares (exchange and/or payment, as the case may be that the Certificate so surrendered shall be properly endorsed and otherwise in proper form for transfer and that the person requesting such exchange and/or payment, as the case may be, shall pay any transfer or an affidavit of lost certificate and, if other taxes required by reason of the Exchange Agentissuance of certificates for such BAQG Shares, indemnity reasonably satisfactory in a name other than that of, and/or payment to Western and a person other than, as the Exchange Agentcase may be, if the registered holder of the Certificate so surrendered. 2.2.4. In the event any of such certificates are Certificate shall have been lost, stolen or destroyed) owned , upon the making of an affidavit of that fact by the person claiming such Certificate to be lost, stolen or destroyed and upon the posting by such shareholder. No interest person of a bond in such amount as BAQG may reasonably direct as indemnity against any claim that may be made against it with respect to such Certificate, the Exchange Agent will be paid on any such cash to be paid in lieu of fractional share interests or issue in respect of dividends such lost, stolen or distributions which any such person shall be entitled to receive pursuant to this Article III upon such delivery. In the event of a transfer of ownership of any shares of PNB Common Stock not registered in the transfer records of PNB, the exchange described in this Section 3.4(b) may nonetheless be effected and a check for the cash to be paid in lieu of fractional shares may be issued to the transferee if the Old destroyed Certificate representing such PNB Common Stock is presented to the Exchange Agent, accompanied by documents sufficient, in the discretion of Western and the Exchange Agent, (i) to evidence and effect such transfer but for the provisions of Section 3.2 hereof and (ii) to evidence that all applicable stock transfer taxes have been paid. (c) If Old Certificates are not surrendered or the consideration therefor is not claimed prior to the date on which such consideration would otherwise escheat to or become the property of any governmental unit or agency, the unclaimed consideration shall, to the extent permitted by abandoned property and any other applicable law, become the property of the Surviving Corporation (and to the extent not in its possession shall be paid over to the Surviving Corporation), free and clear of all claims or interest of any person previously entitled to such claims. Notwithstanding the foregoing, neither the Exchange Agent nor any party hereto shall be liable to any former holder of PNB Common Stock for any amount properly delivered to a public official pursuant to applicable abandoned property, escheat or similar laws. (d) At the election of Western, no dividends or other distributions Consideration with respect to Western Common Stock with a record date occurring after the Effective Time shall be paid to the holder of any unsurrendered Old Certificate representing shares of PNB Common Stock converted in the Merger into the right to receive shares of such Western Common Stock until the holder thereof shall be entitled to receive New Certificates in exchange therefor in accordance with the procedures set forth in this Section 3.4, and no such shares of PNB Common Stock shall be eligible to vote until the holder of Old Certificates is entitled to receive New Certificates in accordance with the procedures set forth in this Section 3.4. After becoming so entitled in accordance with this Section 3.4, the record holder thereof also shall be entitled to receive any such dividends or other distributions, without any interest thereon, which theretofore had become payable with respect to shares of Western Common Stock such holder had the right to receive upon surrender of the Old CertificateBAQG Shares represented thereof. (e) Any portion of the Exchange Fund that remains unclaimed by the shareholders of PNB for six months after the Effective Time shall be returned by the Exchange Agent to Western. Any shareholders of PNB who have not theretofore complied with this Article III shall thereafter look only to Western for payment of the shares of Western Common Stock, cash in lieu of any fractional shares and unpaid dividends and distributions on Western Common Stock deliverable hereunder, in each case, without any interest thereon.

Exchange Procedures. (a) At or prior to the Effective Time, Western shall deposit, or shall cause to be deposited, with such bank or trust company as Western shall elect (which may include a subsidiary of Western) (in such capacity, the "Exchange Agent"), for the benefit of the holders of certificates formerly representing shares of PNB Common Stock ("Old Certificates"), for exchange in accordance with this Article III, certificates representing the shares of Western Common Stock ("New Certificates") and an estimated amount of cash (such cash and New Certificates, together with any dividends or distributions with a record date occurring after the Effective Date with respect thereto, without any interest on any such cash, dividends or distributions, being hereinafter referred to as the "Exchange Fund") to be paid pursuant to this Article III in exchange for outstanding shares of PNB Common Stock. (b) As soon as reasonably practicable after the Effective DateTime but in any event no more than five (5) Business Days thereafter, Western the Exchange Agent shall send or cause to be sent mail to each former holder of record of shares a certificate representing ownership of PNB Common Stock immediately prior Shares (a “Certificate” or “Certificates”) whose Shares were converted into the right to receive the Per Share Consideration pursuant to Section 1.6, (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Effective Time transmittal materials Certificates shall pass, only upon delivery of the Certificates to the Exchange Agent and shall be in such form and have such other provisions as the Company may reasonably specify) and (ii) instructions for use in exchanging such shareholder's Old effecting the surrender of the Certificates in exchange for the consideration set forth in this Article III, which transmittal materials PNB shall have had the opportunity to review prior Per Share Consideration. Upon surrender of a Certificate for cancellation to the Effective Date. Western shall cause the New Certificates into which shares Exchange Agent together with such letter of PNB Common Stock are converted on the Effective Date and any check in respect of any fractional share interests or dividends or distributions which transmittal, duly executed, the holder of such shares Certificate shall be entitled to receive upon delivery in exchange therefor the Per Share Consideration and any unpaid dividends and distributions thereon as provided in this Article I, which such holder has the right to the Exchange Agent of Old Certificates representing such shares (or an affidavit of lost certificate and, if required by the Exchange Agent, indemnity reasonably satisfactory to Western 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 such cash to be paid in lieu of fractional share interests or receive in respect of dividends or distributions which any such person shall be entitled to receive the Certificate surrendered pursuant to the provisions of this Article III upon I (after taking into account all Shares then held by such deliveryholder), and the Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of any shares of PNB Common Stock Shares which is not registered in the transfer records of PNBthe Seller, a transferee may exchange the exchange described in this Section 3.4(b) may nonetheless be effected and a check for the cash to be paid in lieu of fractional shares may be issued to the transferee if the Old Certificate representing such PNB Common Stock Shares for the Per Share Consideration and any unpaid dividends and distributions thereon as provided in this Article I if the Certificate representing such Shares is presented to the Exchange Agent, accompanied by all documents sufficient, in the discretion of Western and the Exchange Agent, (i) required to evidence and effect such transfer but for the provisions of Section 3.2 hereof transfer, and (ii) to by evidence that all any applicable stock transfer taxes have been paid. (c) If Old Certificates are not surrendered . In the event any Certificate shall have been lost, stolen or destroyed, upon the consideration therefor is not claimed prior making of an affidavit of that fact by the Person claiming such Certificate to be lost, stolen or destroyed and the date on which posting by such consideration would otherwise escheat to Person of a bond in such amount as the Company may direct as indemnity against any claim that may be made against it or become the property of any governmental unit or agency, the unclaimed consideration shall, to the extent permitted by abandoned property and any other applicable law, become the property of the Surviving Corporation (and to the extent not in its possession shall be paid over to the Surviving Corporation), free and clear of all claims or interest of any person previously entitled to such claims. Notwithstanding the foregoing, neither the Exchange Agent nor any party hereto shall be liable to any former holder of PNB Common Stock for any amount properly delivered to a public official pursuant to applicable abandoned property, escheat or similar laws. (d) At the election of Western, no dividends or other distributions with respect to Western Common Stock with a record date occurring after such Certificate, the Effective Time shall be paid to the holder of any unsurrendered Old Certificate representing shares of PNB Common Stock converted in the Merger into the right to receive shares of such Western Common Stock until the holder thereof shall be entitled to receive New Certificates Exchange Agent will pay and issue in exchange therefor in accordance with for such lost, stolen or destroyed Certificate the procedures set forth Per Share Consideration and any unpaid dividends and distributions thereon as provided in this Section 3.4, and no such shares of PNB Common Stock shall be eligible to vote until the holder of Old Certificates is entitled to receive New Certificates in accordance with the procedures set forth in this Section 3.4. After becoming so entitled in accordance with this Section 3.4, the record holder thereof also shall be entitled to receive any such dividends or other distributions, without any interest thereonArticle I, which theretofore had become payable with respect to shares of Western Common Stock such holder would have had the right to receive upon surrender in respect of the Old such lost, stolen or destroyed Certificate. . Until surrendered as contemplated by this Section 1.7, each Certificate (e) Any portion of the Exchange Fund that remains unclaimed other than Certificates representing Shares owned by the shareholders of PNB for six months Company or any Company Subsidiary and Certificates representing Dissenting Shares) shall be deemed at any time after the Effective Time shall be returned by to represent only the Exchange Agent right to Western. Any shareholders of PNB who have not theretofore complied with this Article III shall thereafter look only to Western for payment of receive upon such surrender the shares of Western Common Stock, cash in lieu of Per Share Consideration and any fractional shares and unpaid dividends and distributions on Western Common Stock deliverable hereunder, thereon as provided in each case, without any interest thereon.this Article I.

Exchange Procedures. (a) At or prior to Promptly after the Effective Time, Western shall deposit, or Andrx shall cause the Exchange Agent to be deposited, with such bank mail to each holder of record (as of the Effective Time) of a certificate or trust company as Western shall elect certificates (which may include a subsidiary of Western) (in such capacity, the "Exchange Agent"), for the benefit of the holders of certificates formerly representing shares of PNB Common Stock ("Old Certificates"), for exchange in accordance with this Article III, certificates representing the shares of Western Common Stock ("New Certificates") and an estimated amount of cash (such cash and New Certificates, together with any dividends or distributions with a record date occurring after the Effective Date with respect thereto, without any interest on any such cash, dividends or distributions, being hereinafter referred to as the "Exchange Fund") to be paid pursuant to this Article III in exchange for outstanding shares of PNB Common Stock. (b) As soon as practicable after the Effective Date, Western shall send or cause to be sent to each former holder of record of shares of PNB Common Stock which immediately prior to the Effective Time represented outstanding shares of Mediconsult Capital Stock, whose shares were converted into shares of Cybear Tracking Stock pursuant to Section 2(e) and any dividends or other distributions pursuant to Section 2(m): (i) a letter of transmittal materials (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Agent and shall contain such other provisions as Andrx may reasonably specify) and (ii) instructions for use in exchanging such shareholder's Old effecting the surrender of Certificates in exchange for certificates representing shares of Cybear Tracking Stock and cash in lieu of fractional shares pursuant to Section 2(i) and any dividends or other distributions pursuant to Section 2(m). Upon surrender of the Certificates for the consideration set forth in this Article III, which transmittal materials PNB shall have had the opportunity to review prior cancellation to the Effective Date. Western shall cause Exchange Agent, together with such letter of transmittal, duly completed and validly executed in accordance with the New Certificates into which shares of PNB Common Stock are converted on instructions thereto, the Effective Date and any check in respect of any fractional share interests or dividends or distributions which the holder holders of such shares Certificates shall be entitled to receive upon delivery to in exchange therefor certificates representing the Exchange Agent number of Old Certificates representing such whole shares (or an affidavit of lost certificate and, if required by Cybear Tracking Stock into which their shares of Mediconsult Capital Stock were converted at the Exchange Agent, indemnity reasonably satisfactory to Western Effective Time 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 such cash to be paid in lieu of fractional share interests or in respect of dividends or distributions which any such person shall be entitled to receive payable pursuant to this Article III upon such delivery. In the event of a transfer of ownership of any shares of PNB Common Stock not registered in the transfer records of PNBSection 2(m), the exchange described in this Section 3.4(b) may nonetheless be effected and a check for the cash to be paid payment in lieu of fractional shares may be issued to the transferee if the Old Certificate representing such PNB Common Stock is presented to the Exchange Agent, accompanied by documents sufficient, in the discretion of Western and the Exchange Agent, (i) to evidence and effect such transfer but for the provisions of Section 3.2 hereof and (ii) to evidence that all applicable stock transfer taxes have been paid. (c) If Old Certificates are not surrendered or the consideration therefor is not claimed prior to the date on which such consideration would otherwise escheat to or become the property of any governmental unit or agency, the unclaimed consideration shall, to the extent permitted by abandoned property and any other applicable law, become the property of the Surviving Corporation (and to the extent not in its possession shall be paid over to the Surviving Corporation), free and clear of all claims or interest of any person previously entitled to such claims. Notwithstanding the foregoing, neither the Exchange Agent nor any party hereto shall be liable to any former holder of PNB Common Stock for any amount properly delivered to a public official pursuant to applicable abandoned property, escheat or similar laws. (d) At the election of Western, no dividends or other distributions with respect to Western Common Stock with a record date occurring after the Effective Time shall be paid to the holder of any unsurrendered Old Certificate representing shares of PNB Common Stock converted in the Merger into has the right to receive pursuant to Section 2(i) and the Certificates so surrendered shall forthwith be canceled. Until so surrendered, outstanding Certificates will be deemed from and after the Effective Time, for all corporate purposes, subject to Section 2(m) as to the payment of dividends, to evidence the ownership of the number of full shares of such Western Common Cybear Tracking Stock until the holder thereof shall be entitled to receive New Certificates in exchange therefor in accordance with the procedures set forth in this Section 3.4, and no into which such shares of PNB Common Mediconsult Capital Stock shall be eligible to vote until the holder of Old Certificates is entitled to receive New Certificates in accordance have been so converted (including any voting notice or other rights associated with the procedures set forth in this Section 3.4. After becoming so entitled in accordance with this Section 3.4, ownership of such share of Cybear Tracking Stock under the record holder thereof also shall be entitled to receive any such dividends Andrx Certificate of Incorporation or other distributions, without any interest thereon, which theretofore had become payable with respect to shares the bylaws of Western Common Stock such holder had Andrx or under Delaware law) and the right to receive upon surrender of the Old Certificate. (e) Any portion of the Exchange Fund that remains unclaimed by the shareholders of PNB for six months after the Effective Time shall be returned by the Exchange Agent to Western. Any shareholders of PNB who have not theretofore complied with this Article III shall thereafter look only to Western for payment of the shares of Western Common Stock, an amount in cash in lieu of the issuance of any fractional shares in accordance with Section 2(i) and unpaid any dividends or distributions payable pursuant to Section 2(m). If any portion of the Cybear Tracking Stock (and any dividends or distributions on Western Common Stock deliverable hereunderthereon), otherwise payable hereunder to any person, is to be issued or paid to a person other than the person in each casewhose name the Certificate is registered, without it shall be a condition to such issuance or payment that the Certificate so surrendered shall be properly endorsed or otherwise be in proper form for transfer and that the person requesting such issuance or payment shall pay to the Exchange Agent any interest thereontransfer or other Taxes required as a result of such issuance or payment to a person other than the registered holder of such Certificate or establish to the satisfaction of the Exchange Agent that such Tax has been paid or is not payable.

Exchange Procedures. (a) At or prior to As soon as reasonably practicable after the Effective Time, Western shall deposit, or shall cause Parent will instruct the Exchange Agent to be deposited, with such bank or trust company as Western shall elect (which may include a subsidiary of Western) (in such capacity, the "Exchange Agent"), for the benefit of the holders of certificates formerly representing shares of PNB Common Stock ("Old Certificates"), for exchange in accordance with this Article III, certificates representing the shares of Western Common Stock ("New Certificates") and an estimated amount of cash (such cash and New Certificates, together with any dividends or distributions with a record date occurring after the Effective Date with respect thereto, without any interest on any such cash, dividends or distributions, being hereinafter referred to as the "Exchange Fund") to be paid pursuant to this Article III in exchange for outstanding shares of PNB Common Stock. (b) As soon as practicable after the Effective Date, Western shall send or cause to be sent mail to each former holder of record of 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 such form and have such other provisions as Parent may reasonably specify), and (ii) instructions to effect the surrender of the Certificates in exchange for the certificates evidencing shares of PNB Parent Common Stock immediately prior Stock. Upon surrender of a Certificate for cancellation to the Effective Time transmittal materials for use in exchanging Exchange Agent together with such shareholder's Old Certificates for the consideration set forth in this Article IIIletter of transmittal, which transmittal materials PNB shall have had the opportunity duly executed, and such other customary documents as may be required pursuant to review prior to the Effective Date. Western shall cause the New Certificates into which shares of PNB Common Stock are converted on the Effective Date and any check in respect of any fractional share interests or dividends or distributions which such instructions, the holder of such shares Certificate shall be entitled to receive upon delivery in exchange therefor (A) certificates evidencing that number of whole shares of Parent Common Stock which such holder has the right to receive in accordance with the Exchange Agent of Old Certificates representing such shares (or an affidavit of lost certificate and, if required by the Exchange Agent, indemnity reasonably satisfactory to Western 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 such cash to be paid in lieu of fractional share interests or Ratio in respect of the Shares formerly evidenced by such Certificate, (B) any dividends or other distributions to which any such person shall be holder is entitled to receive pursuant to this Article III upon such deliverySection 1.7(c), and (C) cash in respect of fractional shares as provided in Section 1.6(f) (the shares of Parent Common Stock and cash being, collectively, the "Merger Consideration"), and the Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of any shares of PNB Common Stock Shares which is not registered in the transfer records of PNBthe Company as of the Effective Time, the exchange described shares of Parent Common Stock, dividends, distributions and cash in this Section 3.4(b) may nonetheless be effected and a check for the cash to be paid in lieu respect of fractional shares may be issued and paid in accordance with this Article I to the a transferee if the Old Certificate representing evidencing such PNB Common Stock Shares is presented to the Exchange Agent, accompanied by all documents sufficient, in the discretion of Western and the Exchange Agent, (i) required to evidence and effect such transfer but for the provisions of pursuant to this Section 3.2 hereof 1.7(b) and (ii) to by evidence that all any applicable stock transfer taxes have been paid. (c) If Old Certificates are not surrendered or the consideration therefor is not claimed . Until so surrendered, each outstanding Certificate that, prior to the date on which such consideration would otherwise escheat to or become the property of any governmental unit or agencyEffective Time, the unclaimed consideration shall, to the extent permitted by abandoned property represented Shares will be deemed from and any other applicable law, become the property of the Surviving Corporation (and to the extent not in its possession shall be paid over to the Surviving Corporation), free and clear of all claims or interest of any person previously entitled to such claims. Notwithstanding the foregoing, neither the Exchange Agent nor any party hereto shall be liable to any former holder of PNB Common Stock for any amount properly delivered to a public official pursuant to applicable abandoned property, escheat or similar laws. (d) At the election of Western, no dividends or other distributions with respect to Western Common Stock with a record date occurring after the Effective Time shall be paid Time, for all corporate purposes, other than the payment of dividends and, subject to Section 1.6(f), to evidence the holder ownership of any unsurrendered Old Certificate representing the number of whole shares of PNB Common Stock converted in the Merger into the right to receive shares of such Western Common Stock until the holder thereof shall be entitled to receive New Certificates in exchange therefor in accordance with the procedures set forth in this Section 3.4, and no such shares of PNB Common Stock shall be eligible to vote until the holder of Old Certificates is entitled to receive New Certificates in accordance with the procedures set forth in this Section 3.4. After becoming so entitled in accordance with this Section 3.4, the record holder thereof also shall be entitled to receive any such dividends or other distributions, without any interest thereon, which theretofore had become payable with respect to shares of Western Common Stock such holder had the right to receive upon surrender of the Old Certificate. (e) Any portion of the Exchange Fund that remains unclaimed by the shareholders of PNB for six months after the Effective Time shall be returned by the Exchange Agent to Western. Any shareholders of PNB who have not theretofore complied with this Article III shall thereafter look only to Western for payment of the shares of Western Parent Common Stock, and cash in lieu respect of any fractional shares and unpaid dividends and distributions on Western Common Stock deliverable hereundershares, in each case, without any interest thereoninto which such Shares shall have been converted pursuant to the provisions hereof.

Exchange Procedures. (a) At or prior to As soon as reasonably practicable after the Effective Time, Western shall deposit, or Parent shall cause the Exchange Agent to be deposited, with such bank or trust company as Western shall elect (which may include a subsidiary of Western) (in such capacity, the "Exchange Agent"), for the benefit of the holders of certificates formerly representing shares of PNB Common Stock ("Old Certificates"), for exchange in accordance with this Article III, certificates representing the shares of Western Common Stock ("New Certificates") and an estimated amount of cash (such cash and New Certificates, together with any dividends or distributions with a record date occurring after the Effective Date with respect thereto, without any interest on any such cash, dividends or distributions, being hereinafter referred to as the "Exchange Fund") to be paid pursuant to this Article III in exchange for outstanding shares of PNB Common Stock. (b) As soon as practicable after the Effective Date, Western shall send or cause to be sent mail to each former holder of record of shares of PNB Common Stock a certificate or certificates which immediately prior to the Effective Time represented outstanding shares of Company Common Stock (the "Certificates") whose shares are converted pursuant to Section 2.01(c) into the right to receive shares of Parent Common Stock (i) a letter of transmittal materials (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Agent and shall be in such form and have such other provisions as Parent may reasonably specify) and (ii) instructions for use in exchanging such shareholder's Old effecting the surrender of the Certificates in exchange for the consideration set forth certificates representing shares of Parent Common Stock and cash in this Article III, which transmittal materials PNB shall have had the opportunity to review prior lieu of fractional shares. Upon surrender of a Certificate for cancellation to the Effective Date. Western shall cause the New Certificates into which shares Exchange Agent, together with such letter of PNB Common Stock are converted on the Effective Date transmittal duly executed and any check completed in respect of any fractional share interests or dividends or distributions which accordance with its terms, the holder of such shares Certificate shall be entitled to receive upon delivery to in exchange therefor a certificate representing that number of whole shares of Parent Common Stock, plus the Exchange Agent of Old Certificates representing such shares (or an affidavit of lost certificate and, if required by the Exchange Agent, indemnity reasonably satisfactory to Western 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 such cash to be paid amount payable in lieu of fractional share interests or shares in respect accordance with Section 2.02(e), which such holder has the right to receive pursuant to the provisions of dividends or distributions which this Article II, and the Certificate so surrendered shall forthwith be canceled. In no event shall the holder of any such person shall Certificate be entitled to receive pursuant interest on any funds to this Article III upon such deliverybe received in the Merger. In the event of a transfer of ownership of any shares of PNB Company Common Stock which is not registered in the transfer records of PNBthe Company, the exchange described in this Section 3.4(b) may nonetheless be effected and a check for certificate representing that number of whole shares of Parent Common Stock, plus the cash to be paid amount payable in lieu of fractional shares in accordance with Section 2.02(e), may be issued to the a transferee if the Old Certificate representing such PNB Company Common Stock is presented to the Exchange Agent, Agent accompanied by all documents sufficient, in the discretion of Western and the Exchange Agent, (i) required to evidence and effect such transfer but for the provisions of Section 3.2 hereof and (ii) to by evidence that all any applicable stock transfer taxes have been paid. (c) If Old Certificates are not . Until surrendered or the consideration therefor is not claimed prior to the date on which such consideration would otherwise escheat to or become the property of any governmental unit or agencyas contemplated by this Section 2.02(b), the unclaimed consideration shall, to the extent permitted by abandoned property and any other applicable law, become the property of the Surviving Corporation (and to the extent not in its possession each Certificate shall be paid over to the Surviving Corporation), free and clear of all claims or interest of deemed at any person previously entitled to such claims. Notwithstanding the foregoing, neither the Exchange Agent nor any party hereto shall be liable to any former holder of PNB Common Stock for any amount properly delivered to a public official pursuant to applicable abandoned property, escheat or similar laws. (d) At the election of Western, no dividends or other distributions with respect to Western Common Stock with a record date occurring time after the Effective Time shall be paid for all corporate purposes of Parent, except as limited by paragraph (c) below, to represent ownership of the holder number of any unsurrendered Old Certificate representing shares of PNB Parent Common Stock converted in into which the Merger into the right to receive number of shares of such Western Company Common Stock until the holder thereof shall be entitled to receive New Certificates in exchange therefor in accordance with the procedures set forth in this Section 3.4, and no such shares of PNB Common Stock shall be eligible to vote until the holder of Old Certificates is entitled to receive New Certificates in accordance with the procedures set forth in this Section 3.4. After becoming so entitled in accordance with this Section 3.4, the record holder thereof also shall be entitled to receive any such dividends or other distributions, without any interest thereon, which theretofore had become payable with respect to shares of Western Common Stock such holder had the right to receive upon surrender of the Old Certificate. (e) Any portion of the Exchange Fund that remains unclaimed shown thereon have been converted as contemplated by the shareholders of PNB for six months after the Effective Time shall be returned by the Exchange Agent to Western. Any shareholders of PNB who have not theretofore complied with this Article III shall thereafter look only to Western for payment of the shares of Western Common Stock, cash in lieu of any fractional shares and unpaid dividends and distributions on Western Common Stock deliverable hereunder, in each case, without any interest thereonII.

Exchange Procedures. (a) At or prior to the Effective Time, Western (1) The Company shall deposit, or shall cause to be deposited, with such bank or trust company settle its Exchange Obligations as Western shall elect (which may include a subsidiary of Western) (described in such capacity, the "Exchange Agent"Section 8.02(a)(3), for unless, within the benefit of the holders of certificates formerly representing shares of PNB Common Stock ("Old Certificates"), for exchange in accordance with this Article III, certificates representing the shares of Western Common Stock ("New Certificates") and an estimated amount of cash (such cash and New Certificates, together with any dividends or distributions with a record date occurring after the Effective Date with respect thereto, without any interest on any such cash, dividends or distributions, being hereinafter referred to as the "Exchange Fund") to be paid pursuant to this Article III in exchange for outstanding shares of PNB Common Stock. (b) As soon as practicable after the Effective Date, Western shall send or cause to be sent to each former holder of record of shares of PNB Common Stock immediately prior to the Effective Time transmittal materials for use in exchanging such shareholder's Old Certificates for the consideration set forth in this Article III, which transmittal materials PNB shall have had the opportunity to review prior to the Effective Date. Western shall cause the New Certificates into which shares of PNB Common Stock are converted on the Effective Date and any check in respect of any fractional share interests or dividends or distributions which the holder of such shares shall be entitled to receive upon delivery to the Exchange Agent of Old Certificates representing such shares (or an affidavit of lost certificate and, if required by the Exchange Agent, indemnity reasonably satisfactory to Western 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 such cash to be paid in lieu of fractional share interests or in respect of dividends or distributions which any such person shall be entitled to receive pursuant to this Article III upon such delivery. In the event of a transfer of ownership of any shares of PNB Common Stock not registered in the transfer records of PNB, the exchange described applicable time period specified in this Section 3.4(b8.02(a)(1), the Company elects to settle its Exchange Obligations as described in Section 8.02(a)(2) may nonetheless be effected and a check for the or Section 8.02(a)(4). The cash to be paid in lieu and/or shares of fractional shares may be issued to the transferee if the Old Certificate representing such PNB Common Stock which the Company is presented required to the Exchange Agent, accompanied by documents sufficient, in the discretion of Western and the Exchange Agent, (i) to evidence and effect such transfer but for the provisions of Section 3.2 hereof and (ii) to evidence that all applicable stock transfer taxes have been paid. (c) If Old Certificates are not surrendered or the consideration therefor is not claimed prior to the date on which such consideration would otherwise escheat to or become the property of any governmental unit or agency, the unclaimed consideration shall, to the extent permitted by abandoned property and any other applicable law, become the property of the Surviving Corporation (and to the extent not in its possession shall be paid over to the Surviving Corporation), free and clear of all claims or interest of any person previously entitled to such claims. Notwithstanding the foregoing, neither the Exchange Agent nor any party hereto shall be liable to any former holder of PNB Common Stock for any amount properly delivered to a public official pursuant to applicable abandoned property, escheat or similar laws. (d) At the election of Western, no dividends or other distributions with respect to Western Common Stock with a record date occurring after the Effective Time shall be paid to the holder of any unsurrendered Old Certificate representing shares of PNB Common Stock converted in the Merger into the right to receive shares of such Western Common Stock until the holder thereof shall be entitled to receive New Certificates in exchange therefor in accordance with the procedures set forth in this Section 3.4, and no such shares of PNB Common Stock shall be eligible to vote until the holder of Old Certificates is entitled to receive New Certificates in accordance with the procedures set forth in this Section 3.4. After becoming so entitled deliver in accordance with this Section 3.48.02 in settlement of its Exchange Obligations is referred to herein as the “Settlement Amount.” If the Company desires to settle its Exchange Obligations as described in Section 8.02(a)(2) or Section 8.02(a)(4), the record holder thereof also Company shall be entitled notify each exchanging Noteholder by notice to receive any the Trustee (for further distribution to Noteholders) of the method the Company will choose to satisfy its Exchange Obligations no later than the second Trading Day immediately following the Company’s receipt of a Notice of Exchange from such dividends or other distributionsHolder, without any interest thereonand such notice shall specify the section of this Third Supplemental Indenture pursuant to which the Company is electing to satisfy its exchange obligations; provided, which theretofore had become payable with respect to shares of Western Common Stock such holder had however, that the Company shall have the right to receive upon surrender irrevocably elect, in its sole discretion and without the consent of Noteholders, by notice to the Trustee (for further distribution to Noteholders), on or prior to February 15, 2013, to settle all of its future Exchange Obligations entirely in shares of Common Stock as described in Section 8.02(a)(2), and provided further, that the Company is required to settle all exchanges with an Exchange Date occurring on or after February 15, 2013 in the same manner, and the Company shall notify Noteholders by notice to the Trustee (for further distribution to Noteholders) of the Old Certificatemanner of settlement (including specifying the applicable section of this Third Supplemental Indenture that describes such manner of settlement) on or before such date. The Company shall treat all Noteholders exchanging on the same Trading Day in the same manner; however, the Company shall not have any obligation to settle its Exchange Obligations arising on different Trading Days in the same manner, except for exchanges with an Exchange Date occurring on or after February 15, 2013, which shall all be satisfied in the same manner. (e) Any portion of the Exchange Fund that remains unclaimed by the shareholders of PNB for six months after the Effective Time shall be returned by the Exchange Agent to Western. Any shareholders of PNB who have not theretofore complied with this Article III shall thereafter look only to Western for payment of the shares of Western Common Stock, cash in lieu of any fractional shares and unpaid dividends and distributions on Western Common Stock deliverable hereunder, in each case, without any interest thereon.

Exchange Procedures. (a) Appropriate transmittal materials (“Letter of Transmittal”) in a form satisfactory to IBC and LFC shall be mailed within three Business Days after the Effective Time to each holder of record of Shares as of the Effective Time who did not previously submit a completed Election Form. A Letter of Transmittal will be deemed properly completed only if accompanied by certificates representing all Shares to be converted thereby. (b) At or prior and after the Effective Time, each Certificate shall represent only the right to receive the Merger Consideration payable with respect thereto. (c) Prior to the Effective Time, Western IBC shall deposit, or shall cause to be deposited, with such bank or trust company as Western shall elect (which may include a subsidiary of Western) (in such capacity, the "Exchange Agent"), for the benefit of the holders of certificates formerly representing shares of PNB Common Stock ("Old Certificates")Shares, for exchange in accordance with this Article IIISection 3.3, certificates representing the shares of Western Common Stock ("New Certificates") and an estimated amount of cash (such sufficient to pay the aggregate Per Share Cash Consideration and the aggregate amount of cash and New Certificates, together with any dividends or distributions with a record date occurring after the Effective Date with respect thereto, without any interest on any such cash, dividends or distributions, being hereinafter referred to as the "Exchange Fund") in lieu of fractional shares to be paid pursuant to this Article III Section 3.1, and IBC shall reserve for issuance with its transfer agent and registrar a sufficient number of shares of IBC Common Stock to provide for payment of the aggregate Per Share Stock Consideration. (d) The Letter of Transmittal shall (i) 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, (ii) be in a form and contain any other provisions as IBC may reasonably determine and (iii) include instructions for use in effecting the surrender of the Certificates in exchange for outstanding shares the Merger Consideration. Upon the proper surrender of PNB Common Stock. (b) As soon as practicable after the Effective Date, Western shall send or cause to be sent to each former holder of record of shares of PNB Common Stock immediately prior Certificates to the Effective Time transmittal materials for use in exchanging such shareholder's Old Certificates for the consideration set forth in this Article IIIExchange Agent, which transmittal materials PNB shall have had the opportunity to review prior to the Effective Date. Western shall cause the New Certificates into which shares together with a properly completed and duly executed Letter of PNB Common Stock are converted on the Effective Date and any check in respect of any fractional share interests or dividends or distributions which Transmittal, the holder of such shares Certificates shall be entitled to receive upon delivery to in exchange therefor (m) a certificate representing that number of whole shares of IBC Common Stock that such holder has the Exchange Agent of Old Certificates representing such shares (or an affidavit of lost certificate and, if required by the Exchange Agent, indemnity reasonably satisfactory to Western 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 such cash to be paid in lieu of fractional share interests or in respect of dividends or distributions which any such person shall be entitled right to receive pursuant to this Article III upon III, if any, and (n) a check in the amount equal to the cash that such deliveryholder has the right to receive pursuant to this Article III, if any (including any cash in lieu of fractional shares, if any, that such holder has the right to receive pursuant to Section 3.1) and any dividends or other distributions to which such holder is entitled pursuant to this Section 3.3. In Certificates so surrendered shall forthwith be canceled. As soon as practicable following receipt of the event properly completed Letter of Transmittal and any necessary accompanying documentation, the Exchange Agent shall distribute IBC Common Stock and cash as provided herein. The Exchange Agent shall not be entitled to vote or exercise any rights of ownership with respect to the shares of IBC 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 PNB Common Stock Shares not registered in the transfer records of PNBLFC, the exchange described in this Section 3.4(b) may nonetheless be effected and a check for the cash to be paid in lieu of fractional shares may Merger Consideration shall be issued to the transferee thereof if the Old Certificate Certificates representing such PNB Common Stock is Shares are presented to the Exchange Agent, accompanied by all documents sufficientrequired, in the discretion reasonable judgment of Western IBC and the Exchange Agent, (ix) to evidence and effect such transfer but for the provisions of Section 3.2 hereof and (iiy) to evidence that all any applicable stock transfer taxes have been paid. The Merger Consideration and any additional amounts paid upon the surrender for exchange of certificates representing Shares in accordance with the terms of this Article III shall be deemed to have been paid in full satisfaction of all rights pertaining to the Shares theretofore represented by such certificates. (ce) No dividends or other distributions declared or made after the Effective Time with respect to IBC Common Stock issued pursuant to this Agreement shall be remitted to any Person entitled to receive shares of IBC Common Stock hereunder until such Person surrenders his or her Certificates in accordance with this Section 3.3. Upon the surrender of such Person’s 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 IBC Common Stock represented by such Person’s Certificates. (f) The stock transfer books of LFC 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 LFC of any Shares. If, after the Effective Time, Certificates are presented to IBC, they shall be canceled and exchanged for the Merger Consideration deliverable in respect thereof pursuant to this Agreement in accordance with the procedures set forth in this Section 3.3. (g) Any portion of the aggregate amount of cash to be paid pursuant to Section 3.1, any dividends or other distributions to be paid pursuant to this Section 3.3 or any proceeds from any investments thereof that remains unclaimed by the stockholders of LFC for six months after the Effective Time shall be repaid by the Exchange Agent to IBC upon the written request of IBC. After such request is made, any stockholders of LFC who have not theretofore complied with this Section 3.3 shall look only to IBC for the Merger Consideration deliverable in respect of each share of Shares such stockholder holds, as determined pursuant to this Article III of this Agreement, without any interest thereon. If Old outstanding Certificates are not surrendered or the consideration therefor is not claimed prior to the date on which such consideration payments would otherwise escheat to or become the property of any governmental unit or agency, the unclaimed consideration items shall, to the extent permitted by any abandoned property and any property, escheat or other applicable lawlaws, become the property of the Surviving Corporation IBC (and and, to the extent not in its possession possession, shall be paid over to the Surviving Corporationit), free and clear of all claims or interest of any person Person previously entitled to such claims. Notwithstanding the foregoing, neither the Exchange Agent nor any party hereto to this Agreement (or any affiliate thereof) shall be liable to any former holder of PNB Common Stock Shares for any amount properly delivered to a public official pursuant to applicable abandoned property, escheat or similar laws. (dh) At IBC and the election of Western, no dividends or other distributions with respect to Western Common Stock with a record date occurring after the Effective Time shall be paid to the holder of any unsurrendered Old Certificate representing shares of PNB Common Stock converted in the Merger into the right to receive shares of such Western Common Stock until the holder thereof Exchange Agent shall be entitled to receive New Certificates in exchange therefor in accordance with rely upon LFC’s stock transfer books to establish the procedures set forth in this Section 3.4, and no such shares identity of PNB Common Stock shall be eligible to vote until the holder of Old Certificates is those Persons entitled to receive New Certificates in accordance the Merger Consideration, which books shall be conclusive with respect thereto. In the procedures set forth in this Section 3.4. After becoming so entitled in accordance event of a dispute with this Section 3.4respect to ownership of stock represented by any Certificate, IBC and the record holder thereof also Exchange Agent shall be entitled to receive deposit any such dividends or other distributions, without any interest thereon, which theretofore had become payable Merger Consideration represented thereby in escrow with an independent third party and thereafter be relieved with respect to shares of Western Common Stock such holder had the right to receive upon surrender of the Old Certificateany claims thereto. (ei) Any portion If any Certificate shall have been lost, stolen or destroyed, upon the making of the Exchange Fund an affidavit of that remains unclaimed fact by the shareholders of PNB for six months after the Effective Time shall Person claiming such Certificate to be returned lost, stolen or destroyed and, if required by the Exchange Agent of IBC, the posting by such Person of a bond in such amount as the Exchange Agent may direct as indemnity against any claim that may be made against it with respect to Western. Any shareholders of PNB who have not theretofore complied with such Certificate, the Exchange Agent will issue in exchange for such lost, stolen or destroyed Certificate the Merger Consideration deliverable in respect thereof pursuant to this Article III shall thereafter look only to Western for payment of the shares of Western Common Stock, cash in lieu of any fractional shares and unpaid dividends and distributions on Western Common Stock deliverable hereunder, in each case, without any interest thereonIII.

Exchange Procedures. (a) At or prior to the Effective Time, Western shall deposit, or shall cause to be deposited, with such bank or trust company as Western shall elect (which may include a subsidiary of Western) (in such capacity, the "Exchange Agent"), for the benefit of the holders of certificates formerly representing shares of PNB Common Stock ("Old Certificates"), for exchange in accordance with this Article III, certificates representing the shares of Western Common Stock ("New Certificates") and an estimated amount of cash (such cash and New Certificates, together with any dividends or distributions with a record date occurring after the Effective Date with respect thereto, without any interest on any such cash, dividends or distributions, being hereinafter referred to as the "Exchange Fund") to be paid pursuant to this Article III in exchange for outstanding shares of PNB Common Stock. (b) As soon promptly as practicable after the Effective Date (but in any event within five business days after the Effective Date), Western EZCORP shall send or cause the Exchange Agent to be sent mail to each former holder of record of shares of PNB Common Stock a certificate or certificates which immediately prior to the Effective Time Date represented outstanding shares of Company Common Stock (or other certificate or agreement representing shares of capital stock of the Company which has been converted into Company Common Stock) (the “Certificates”) (1) a letter of transmittal materials (which shall be in customary form and shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Exchange Agent) and (2) instructions for use in exchanging such shareholder's Old effecting the surrender of the Certificates in exchange for the consideration set forth in this Article III, which transmittal materials PNB shall have had the opportunity to review prior certificates representing EZCORP Shares. Upon surrender to the Effective Date. Western shall cause Exchange Agent of a Certificate for cancellation, together with such letter of transmittal, duly executed and completed in accordance with the New Certificates into which shares of PNB Common Stock are converted on the Effective Date instructions thereto, and any check in respect of any fractional share interests or dividends or distributions which such other documents as may be reasonably required pursuant to such instructions, the holder of such shares Certificate shall be entitled to receive upon delivery in exchange therefor either the Cash Consideration or a certificate representing that number of EZCORP Shares which such holder has the right to the Exchange Agent of Old Certificates representing such shares (or an affidavit of lost certificate and, if required by the Exchange Agent, indemnity reasonably satisfactory to Western 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 such cash to be paid in lieu of fractional share interests or receive in respect of dividends or distributions the shares of Company Common Stock formerly represented by such Certificate (after taking into account all shares of the Company Common Stock then held by such holder) to which any such person shall be holder is entitled to receive pursuant to this Article III upon such deliverySection 3.1, and the Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of any shares of PNB Company Common Stock which is not registered in the transfer records of PNBthe Company, the exchange described in this Section 3.4(b) may nonetheless be effected and a check for the cash to be paid in lieu of fractional shares applicable Merger Consideration may be issued to the a transferee if the Old Certificate representing such PNB shares of Company Common Stock is properly endorsed and presented to the Exchange Agent, accompanied by all documents sufficient, in the discretion of Western and the Exchange Agent, (i) required to evidence and effect such transfer but for the provisions of Section 3.2 hereof and (ii) by evidence satisfactory to evidence EZCORP that all any applicable stock share transfer taxes have been paid. (c) If Old Certificates are not . Until surrendered or the consideration therefor is not claimed prior to the date on which such consideration would otherwise escheat to or become the property of any governmental unit or agencyas contemplated by this Section, the unclaimed consideration shall, to the extent permitted by abandoned property and any other applicable law, become the property of the Surviving Corporation (and to the extent not in its possession each Certificate shall be paid over to the Surviving Corporation), free and clear of deemed at all claims or interest of any person previously entitled to such claims. Notwithstanding the foregoing, neither the Exchange Agent nor any party hereto shall be liable to any former holder of PNB Common Stock for any amount properly delivered to a public official pursuant to applicable abandoned property, escheat or similar laws. (d) At the election of Western, no dividends or other distributions with respect to Western Common Stock with a record date occurring times after the Effective Time shall be paid Date to the holder of any unsurrendered Old Certificate representing shares of PNB Common Stock converted in the Merger into the right to receive shares of such Western Common Stock until the holder thereof shall be entitled to receive New Certificates in exchange therefor in accordance with the procedures set forth in this Section 3.4, and no such shares of PNB Common Stock shall be eligible to vote until the holder of Old Certificates is entitled to receive New Certificates in accordance with the procedures set forth in this Section 3.4. After becoming so entitled in accordance with this Section 3.4, the record holder thereof also shall be entitled to receive any such dividends or other distributions, without any interest thereon, which theretofore had become payable with respect to shares of Western Common Stock such holder had represent only the right to receive upon such surrender of the Old Certificateapplicable Merger Consideration. (e) Any portion of the Exchange Fund that remains unclaimed by the shareholders of PNB for six months after the Effective Time shall be returned by the Exchange Agent to Western. Any shareholders of PNB who have not theretofore complied with this Article III shall thereafter look only to Western for payment of the shares of Western Common Stock, cash in lieu of any fractional shares and unpaid dividends and distributions on Western Common Stock deliverable hereunder, in each case, without any interest thereon.

Exchange Procedures. (a) At Upon the terms and subject to the conditions set forth in this Article XII and the other provisions of this Agreement, after the expiration of the period commencing on the Effective Time and ending on the date that is six (6) months following the Effective Time (the “Lock-Up Period”), each Member (other than PubCo) shall be entitled, not more than once per month, to cause the Company to effect an Exchange at least equal to or exceeding the Minimum Exchange Amount, by delivering an Exchange Notice to the Company with a copy to PubCo. Each Exchange Notice shall be in the form set forth on Exhibit A and shall include all information required to be included therein. In the event that an Exchange is being exercised in order to participate in a Piggyback Registration, the Exchange Notice Date shall be prior to the Effective Time, Western shall deposit, or shall cause expiration of the time period in which a holder of securities is required to be deposited, with such bank or trust company as Western shall elect (which may include a subsidiary of Western) (notify PubCo that it wishes to participate in such capacity, the "Exchange Agent"), for the benefit of the holders of certificates formerly representing shares of PNB Common Stock ("Old Certificates"), for exchange Piggyback Registration in accordance with this Article III, certificates representing the shares of Western Common Stock ("New Certificates") and an estimated amount of cash (such cash and New Certificates, together with any dividends or distributions with a record date occurring after the Effective Date with respect thereto, without any interest on any such cash, dividends or distributions, being hereinafter referred to as the "Exchange Fund") to be paid pursuant to this Article III in exchange for outstanding shares of PNB Common StockRegistration Rights Agreement. (b) As soon as practicable after Solely in connection with an Exchange that coincides with a substantially concurrent public offering or private sale of Class A Common Stock, within five (5) Business Days of the Effective Dategiving of an Exchange Notice, Western shall send the Managing Member may elect to cause the Company to settle all or cause a portion of the Exchange in cash in an amount equal to be sent to each former holder of record the Cash Exchange Payment (in lieu of shares of PNB Class A Common Stock immediately Stock), exercisable by giving written notice of such election to the Exchanging Member within such five (5) Business Day period (such notice, the “Cash Exchange Notice”). The Cash Exchange Notice shall set forth the portion of the Exchanged Units which shall be redeemed for cash in lieu of Class A Common Stock. To the extent such Exchange relates to the exercise of the Exchanging Member’s registration rights under the Registration Rights Agreement, PubCo and the Company shall cooperate in good faith with such Exchanging Member to exercise such Exchange in a manner which preserves such Exchanging Member’s rights thereunder. At any time following the giving of a Cash Exchange Notice and prior to the Effective Time transmittal materials for use in exchanging Exchange Date, the Managing Member may elect (exercisable by giving written notice of such shareholder's Old Certificates election to the Exchanging Member) to revoke the Cash Exchange Notice with respect to all or any portion of the Exchanged Units and to cause the Company to redeem such Exchanged Units on the Exchange Date for the consideration set forth in this Article IIIStock Exchange Payment. For the avoidance of doubt, which transmittal materials PNB the Company shall have had no obligation to make a Cash Exchange Payment that exceeds the opportunity to review prior cash contributed to the Effective Date. Western shall cause the New Certificates into which shares Company by PubCo from PubCo’s offering or sales of PNB Class A Common Stock are converted on the Effective Date and any check in respect of any fractional share interests or dividends or distributions which the holder of such shares shall be entitled to receive upon delivery to the Exchange Agent of Old Certificates representing such shares (or an affidavit of lost certificate and, if required by the Exchange Agent, indemnity reasonably satisfactory to Western 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 such cash to be paid in lieu of fractional share interests or in respect of dividends or distributions which any such person shall be entitled to receive pursuant to this Article III upon such delivery. In the event of a transfer of ownership of any shares of PNB Common Stock not registered in the transfer records of PNB, the exchange described referenced in this Section 3.4(b) may nonetheless be effected and a check for the cash to be paid in lieu of fractional shares may be issued to the transferee if the Old Certificate representing such PNB Common Stock is presented to the Exchange Agent, accompanied by documents sufficient, in the discretion of Western and the Exchange Agent, (i) to evidence and effect such transfer but for the provisions of Section 3.2 hereof and (ii) to evidence that all applicable stock transfer taxes have been paid12.1(b). (c) If Old Certificates are In the event the Managing Member does not surrendered timely give a Cash Exchange Notice (or the consideration therefor is not claimed prior to the date on which such consideration would otherwise escheat to or become the property of any governmental unit or agency, the unclaimed consideration shall, to the extent permitted by abandoned property and any other applicable law, become the property of the Surviving Corporation (and to the extent not in its possession shall be paid over to the Surviving Corporation), free and clear of all claims or interest of any person previously entitled to such claims. Notwithstanding the foregoing, neither the revokes a Cash Exchange Agent nor any party hereto shall be liable to any former holder of PNB Common Stock for any amount properly delivered to a public official pursuant to applicable abandoned property, escheat or similar laws. (d) At the election of Western, no dividends or other distributions with respect to Western Common Stock with a record date occurring after the Effective Time shall be paid to the holder of any unsurrendered Old Certificate representing shares of PNB Common Stock converted in the Merger into the right to receive shares of such Western Common Stock until the holder thereof shall be entitled to receive New Certificates in exchange therefor Notice in accordance with the procedures set forth in this foregoing Section 3.4, and no such shares of PNB Common Stock shall be eligible to vote until the holder of Old Certificates is entitled to receive New Certificates in accordance with the procedures set forth in this Section 3.4. After becoming so entitled in accordance with this Section 3.412.1(b)), the record holder thereof also shall be entitled Exchanging Member may, if and only if any Exchange Condition exists, elect to receive any such dividends (x) retract its Exchange Notice or other distributions, without any interest thereon, which theretofore had become payable with respect to shares (y) delay the consummation of Western Common Stock such holder had the right to receive upon surrender of the Old Certificate. (e) Any portion of the Exchange Fund that remains unclaimed by the shareholders of PNB for six months after the Effective Time shall be returned by the Exchange Agent to Western. Any shareholders of PNB who have not theretofore complied with this Article III shall thereafter look only to Western for payment of the shares of Western Common Stock, cash in lieu of any fractional shares and unpaid dividends and distributions on Western Common Stock deliverable hereunderan Exchange, in each case, without exercisable by giving written notice of such election to the Managing Member within two (2) Business Days of the occurrence of an Exchange Condition and in any interest thereonevent no later than one (1) Business Day prior to the Exchange Date (such notice under clause (y), an “Exchange Delay Notice”); provided that any such notice must specify the particular Exchange Condition giving rise to such election. The giving of any notice pursuant to clause (x) shall terminate all of the Exchanging Member’s, the Managing Member’s and the Company’s rights and obligations under this Article XII arising from such retracted Exchange Notice.

Exchange Procedures. (a) At or prior Prior to the Effective Time, Western the Company shall deposit, or shall cause to be deposited, with such appoint a commercial bank or trust company as Western shall elect (which may include company, or a subsidiary thereof to act as exchange agent for the purpose of Western) exchanging shares of Class B Stock for the Merger Price (in such capacity, the "Exchange Agent"). Promptly after the Effective Time, for the benefit Company shall cause the Exchange Agent to mail to each holder of a share of Class B Stock (a) a letter of transmittal that shall specify that delivery shall be effected, and risk of loss and title to the shares of Class B Stock shall pass, only upon proper delivery of the holders certificates, if any, representing such shares of Class B Stock to the Exchange Agent, and which letter shall be in customary form and have such other provisions as the Company may reasonably specify. Upon surrender of a certificate representing a share of Class B Stock to the Exchange Agent together with such letter of transmittal, duly executed and completed in accordance with the instructions thereto, and such other documents as may reasonably be required by the Exchange Agent, the holder of such certificate, in the case of a certificate representing a share of Class B Stock, shall be entitled to receive in exchange therefor a check in the amount equal to the cash that such holder has the right to receive pursuant to the provisions of this Section 2. No interest will be paid or will accrue on any cash payable pursuant to Section 2 unless the Exchange Agent or the Company shall have breached its obligation to pay the consideration hereunder. At and after the Effective Time certificates representing shares of Class A Stock shall be deemed for all purposes to represent shares of New Common Stock, provided that if an exchange of certificates formerly representing shares of PNB Common Class A Stock ("Old Certificates"), for exchange in accordance with this Article III, certificates certificated representing the shares of Western Common Stock ("New Certificates") and an estimated amount of cash (such cash and New Certificates, together with any dividends or distributions with a record date occurring after the Effective Date with respect thereto, without any interest on any such cash, dividends or distributions, being hereinafter referred to as the "Exchange Fund") to be paid pursuant to this Article III in exchange for outstanding shares of PNB Common Stock. (b) As soon as practicable after the Effective Date, Western shall send or cause to be sent to each former holder of record of shares of PNB Common Stock immediately prior to the Effective Time transmittal materials for use in exchanging such shareholder's Old Certificates for the consideration set forth in this Article III, which transmittal materials PNB shall have had the opportunity to review prior to the Effective Date. Western shall cause the New Certificates into which shares of PNB Common Stock are converted on the Effective Date and any check in respect of any fractional share interests or dividends or distributions which the holder of such shares shall be entitled to receive upon delivery to the Exchange Agent of Old Certificates representing such shares (or an affidavit of lost certificate and, if required by the Exchange Agent, indemnity reasonably satisfactory to Western 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 such cash to be paid in lieu of fractional share interests or in respect of dividends or distributions which any such person shall be entitled to receive pursuant to this Article III upon such delivery. In the event of a transfer of ownership of any shares of PNB Common Stock not registered in the transfer records of PNB, the exchange described in this Section 3.4(b) may nonetheless be effected and a check for the cash to be paid in lieu of fractional shares may be issued to the transferee if the Old Certificate representing such PNB Common Stock is presented to the Exchange Agentrequired by law or applicable rule or regulation, accompanied by documents sufficient, in the discretion of Western and the Exchange Agent, (i) to evidence and effect such transfer but for the provisions of Section 3.2 hereof and (ii) to evidence that all applicable stock transfer taxes have been paid. (c) If Old Certificates are not surrendered or the consideration therefor is not claimed prior to the date on which such consideration would otherwise escheat to or become the property of any governmental unit or agency, the unclaimed consideration shall, to the extent permitted by abandoned property and any other applicable law, become the property of the Surviving Corporation (and to the extent not in its possession shall be paid over to the Surviving Corporation), free and clear of all claims or interest of any person previously entitled to will arrange for such claims. Notwithstanding the foregoing, neither the Exchange Agent nor any party hereto shall be liable to any former holder of PNB Common Stock for any amount properly delivered to exchange on a public official share-for-share basis pursuant to applicable abandoned property, escheat or similar lawsreasonable and customary exchange procedures. (d) At the election of Western, no dividends or other distributions with respect to Western Common Stock with a record date occurring after the Effective Time shall be paid to the holder of any unsurrendered Old Certificate representing shares of PNB Common Stock converted in the Merger into the right to receive shares of such Western Common Stock until the holder thereof shall be entitled to receive New Certificates in exchange therefor in accordance with the procedures set forth in this Section 3.4, and no such shares of PNB Common Stock shall be eligible to vote until the holder of Old Certificates is entitled to receive New Certificates in accordance with the procedures set forth in this Section 3.4. After becoming so entitled in accordance with this Section 3.4, the record holder thereof also shall be entitled to receive any such dividends or other distributions, without any interest thereon, which theretofore had become payable with respect to shares of Western Common Stock such holder had the right to receive upon surrender of the Old Certificate. (e) Any portion of the Exchange Fund that remains unclaimed by the shareholders of PNB for six months after the Effective Time shall be returned by the Exchange Agent to Western. Any shareholders of PNB who have not theretofore complied with this Article III shall thereafter look only to Western for payment of the shares of Western Common Stock, cash in lieu of any fractional shares and unpaid dividends and distributions on Western Common Stock deliverable hereunder, in each case, without any interest thereon.

Exchange Procedures. (a) At or Immediately prior to the Effective Time, Western shall deposit, or shall cause to be deposited, with such bank or trust company as Western shall elect (which may include a subsidiary of Western) (in such capacity, the "Exchange Agent"), for the benefit of the holders of certificates formerly representing Certificates, (i) Parent shall reserve for issuance a sufficient number of shares of PNB Parent Common Stock ("Old Certificates"), for exchange in accordance with this Article III, and deliver to the Exchange Agent certificates representing the evidencing such number of shares of Western Parent Common Stock issuable and ("New Certificates"ii) and Parent shall deliver, or cause Parent Bank to deliver, to the Exchange Agent an estimated amount of cash sufficient to pay the aggregate amount of cash payable pursuant to this Article III in exchange for Certificates representing outstanding shares of Company Common Stock (such cash and New Certificatescertificates for shares of Parent Common Stock, together with any dividends or distributions with a record date occurring after the Effective Date with respect thereto, without any interest on any such cash, dividends or distributions, being are hereinafter referred to as the "Exchange Fund") ). The Exchange Agent shall not be entitled to be paid pursuant vote or exercise any rights of ownership with respect to this Article III in exchange for outstanding the shares of PNB Parent Common StockStock 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. (b) As soon as practicable after the Effective DateTime, Western shall send and provided that the Company has delivered, or cause caused to be sent 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 mail to each former holder of record of shares a Certificate or Certificates who has not previously surrendered such Certificate or Certificates with an Election Form, a form of PNB Common Stock immediately prior letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Effective Time transmittal materials Certificates shall pass, only upon delivery of the Certificates to the Exchange Agent) and instructions for use in exchanging such shareholder's Old effecting the surrender of the Certificates in exchange for the consideration set forth in this Article III, Merger Consideration into which transmittal materials PNB the shares of Company Common Stock represented by such Certificate or Certificates shall have had the opportunity been converted pursuant to review prior Sections 3.01 and 3.02 of this Agreement. Upon proper surrender of a Certificate for exchange and cancellation to the Effective Date. Western shall cause the New Certificates into which shares Exchange Agent, together with a properly completed letter of PNB Common Stock are converted on the Effective Date and any check in respect of any fractional share interests or dividends or distributions which transmittal, duly executed, the holder of such shares Certificate shall be entitled to receive upon delivery in exchange therefor, as applicable, (i) a certificate representing that number of shares of Parent Common Stock (if any) to which such former holder of Company Common Stock shall have become entitled pursuant to this Agreement, (ii) a check representing that amount of cash (if any) to which such former holder of Company Common Stock shall have become entitled pursuant to this Agreement and/or (iii) a check representing the Exchange Agent amount of Old cash (if any) payable in lieu of a fractional share of Parent 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 3.03(b), each Certificate (other than Certificates representing Treasury Stock or Dissenting Shares) shall be deemed at any time after the Effective Time to represent only the right to receive upon such shares surrender the Merger Consideration provided in Sections 3.01 and 3.02 and any unpaid dividends and distributions thereon as provided in paragraph (or an affidavit c) of lost certificate and, if required by the Exchange Agent, indemnity reasonably satisfactory to Western and the Exchange Agent, if any of such certificates are lost, stolen or destroyed) owned by such shareholderthis Section 3.03. No interest will shall be paid or accrued on any such cash to be paid constituting Merger Consideration (including any cash in lieu of fractional share interests or in respect shares) and any unpaid dividends and distributions, if any, payable to holders of dividends or distributions which any such person shall be entitled to receive pursuant to this Article III upon such delivery. In the event of a transfer of ownership of any shares of PNB Common Stock not registered in the transfer records of PNB, the exchange described in this Section 3.4(b) may nonetheless be effected and a check for the cash to be paid in lieu of fractional shares may be issued to the transferee if the Old Certificate representing such PNB Common Stock is presented to the Exchange Agent, accompanied by documents sufficient, in the discretion of Western and the Exchange Agent, (i) to evidence and effect such transfer but for the provisions of Section 3.2 hereof and (ii) to evidence that all applicable stock transfer taxes have been paidCertificates. (c) If Old Certificates are not surrendered or the consideration therefor is not claimed prior to the date on which such consideration would otherwise escheat to or become the property of any governmental unit or agency, the unclaimed consideration shall, to the extent permitted by abandoned property and any other applicable law, become the property of the Surviving Corporation (and to the extent not in its possession shall be paid over to the Surviving Corporation), free and clear of all claims or interest of any person previously entitled to such claims. Notwithstanding the foregoing, neither the Exchange Agent nor any party hereto shall be liable to any former holder of PNB Common Stock for any amount properly delivered to a public official pursuant to applicable abandoned property, escheat or similar laws. (d) At the election of Western, no No dividends or other distributions with respect to Western Common Stock with a record date occurring after the Effective Time with respect to Parent Common Stock shall be paid to the holder of any unsurrendered Old Certificate representing shares of PNB Common Stock converted in the Merger into the right to receive shares of such Western Common Stock until the holder thereof shall be entitled to receive New Certificates in exchange therefor in accordance with the procedures set forth in this Section 3.4, and no surrender such shares of PNB Common Stock shall be eligible to vote until the holder of Old Certificates is entitled to receive New Certificates in accordance with the procedures set forth in this Section 3.4. After becoming so entitled Certificate in accordance with this Section 3.43.03. After the surrender of a Certificate in accordance with this Section 3.03, the record holder thereof also shall be entitled to receive any such dividends or other distributions, without any interest thereon, which theretofore had become payable with respect to shares of Western Parent Common Stock represented by such holder had the right to receive upon surrender of the Old Certificate. (d) The Exchange Agent and Parent, as the case may be, shall not be obligated to deliver cash and/or a certificate or certificates representing shares of Parent Common Stock to which a holder of Company Common Stock would otherwise be entitled as a result of the Merger until such holder surrenders the Certificate or Certificates representing the shares of Company Common Stock for exchange as provided in this Section 3.03, or, in default thereof, an appropriate affidavit of loss and indemnity agreement and/or a bond in an amount as may be required in each case by Parent. If any certificates evidencing shares of Parent Common Stock are to be issued in a name other than that in which the Certificate evidencing Company Common Stock surrendered in exchange therefor is registered, it shall be a condition of the issuance thereof that the Certificate so surrendered shall be properly endorsed or accompanied by an executed form of assignment separate from the Certificate and otherwise in proper form for transfer and that the person requesting such exchange pay to the Exchange Agent any transfer or other tax required by reason of the issuance of a certificate for shares of Parent Common Stock in any name other than that of the registered holder of the Certificate surrendered or otherwise establish to the satisfaction of the Exchange Agent that such tax has been paid or is not payable. (e) At and after the Effective Time, the stock transfer books of the Company shall be closed and there shall be no transfers on the stock transfer books of the Company of the shares of Company Stock which were issued and outstanding immediately prior to the Effective Time. At the Effective Time, holders of Company Stock shall cease to be, and shall have no rights as, shareholders of the Company other than to receive the consideration provided under this Article III. On or after the Effective Time, any Certificates presented to Parent or the Exchange Agent shall be cancelled and exchanged for certificates representing shares of Parent Common Stock and/or the payment of cash as provided herein, subject to applicable law in the case of Dissenting Shares. (f) Any portion of the Exchange Fund that remains unclaimed by the shareholders of PNB the Company for six months after the Effective Time (as well as any proceeds from any investment thereof) shall be returned delivered by the Exchange Agent to WesternParent. Any shareholders of PNB Company who have not theretofore complied with this Article III Section 3.03(b) shall thereafter look only to Western Parent for payment the Merger Consideration deliverable in respect of the shares each share of Western Common Stock, cash in lieu of any fractional shares and unpaid dividends and distributions on Western Company Common Stock deliverable hereundersuch shareholder holds as determined pursuant to this Agreement, in each case, 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 Parent 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 Parent (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 stock represented by any Certificate for any consideration paid to a public official pursuant to applicable abandoned property, escheat or similar laws. Parent 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 stock represented by any Certificate, Parent 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. (g) Parent (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 Parent is required to deduct and withhold under applicable law. Any amounts so 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 Parent. (h) Notwithstanding any other provision of this Agreement to the contrary, Certificates surrendered for exchange by any Company Affiliate shall not be exchanged for certificates representing shares of Parent Common Stock to which such Company Affiliate may be entitled pursuant to the terms of this Agreement until Parent has received a written agreement from such person as specified in Section 6.07.

Exchange Procedures. (a) At or prior to As soon as reasonably practicable after the Effective Time, Western the Exchange and Paying Agent shall deposit, or shall cause to be deposited, with such bank or trust company as Western shall elect (which may include a subsidiary of Western) (in such capacity, the "Exchange Agent"), for the benefit of the holders of certificates formerly representing shares of PNB Common Stock ("Old Certificates"), for exchange in accordance with this Article III, certificates representing the shares of Western Common Stock ("New Certificates") and an estimated amount of cash (such cash and New Certificates, together with any dividends or distributions with a record date occurring after the Effective Date with respect thereto, without any interest on any such cash, dividends or distributions, being hereinafter referred to as the "Exchange Fund") to be paid pursuant to this Article III in exchange for outstanding shares of PNB Common Stock. (b) As soon as practicable after the Effective Date, Western shall send or cause to be sent mail to each former holder of record of shares of PNB Common Stock a certificate or certificates which immediately prior to the Effective Time represented outstanding shares of CEI Common Stock (or CEI Common Stock held by CECONY) or outstanding NU Common Shares together with the associated NU Rights (the "Certificates") whose shares were converted into the right to receive the Merger Consideration pursuant to this Article II, (i) a letter of transmittal materials (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 and Paying Agent and shall be in such form and have such other provisions as CEI and NU may reasonably specify) and (ii) instructions for use in exchanging such shareholder's Old surrendering the Certificates in exchange for the consideration set forth in this Article III, which transmittal materials PNB shall have had the opportunity to review prior Merger Consideration. Upon surrender of a Certificate for cancelation to the Effective Date. Western shall cause Exchange and Paying Agent, together with such letter of transmittal, duly executed, and such other documents as may reasonably be required by the New Certificates into which shares of PNB Common Stock are converted on the Effective Date Exchange and any check in respect of any fractional share interests or dividends or distributions which Paying Agent, the holder of such shares Certificate shall be entitled to receive upon delivery to the Exchange Agent of Old Certificates representing such shares (or an affidavit of lost certificate and, if required by the Exchange Agent, indemnity reasonably satisfactory to Western and the Exchange Agentand Paying Agent shall deliver, if any as the case may be, in exchange therefor (i) a certificate representing that number of such certificates are lostwhole shares of Company Common Stock (together with certain dividends or other distributions in accordance with Section 2.04(c), stolen or destroyed) owned by such shareholder. No interest will be paid on any such cash to be paid in lieu of fractional share interests shares in accordance with Section 2.04(e) and any cash payable pursuant to Section 2.03) that such holder has the right to receive or in respect (ii) the amount of dividends or distributions which any cash that such person shall be holder is entitled to receive receive, in each case pursuant to the provisions of this Article III upon such deliveryII, and the Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of any shares of PNB CEI Common Stock or NU Common Shares and the associated NU Rights that is not registered in the transfer records of PNBCEI or NU, as the exchange described in this Section 3.4(b) case may nonetheless be effected and be, a check for certificate representing the cash to be paid in lieu proper number of fractional shares of Company Common Stock may be issued to a person other than the transferee person in whose name the Certificate so surrendered is registered if such Certificate shall be properly endorsed or otherwise be in proper form for transfer and the Old Certificate representing person requesting such PNB issuance shall pay any transfer or other taxes required by reason of the issuance of shares of Company Common Stock is presented to a person other than the registered holder of such Certificate or establish to the Exchange Agent, accompanied by documents sufficient, in satisfaction of the discretion of Western and the Exchange Agent, (i) to evidence and effect Company that such transfer but for the provisions of Section 3.2 hereof and (ii) to evidence that all applicable stock transfer taxes have tax has been paid. (c) If Old Certificates are not surrendered paid or the consideration therefor is not claimed prior to the date on which such consideration would otherwise escheat to or become the property of any governmental unit or agencyapplicable. Until surrendered as contemplated by this Section 2.04, the unclaimed consideration shall, to the extent permitted by abandoned property and any other applicable law, become the property of the Surviving Corporation (and to the extent not in its possession each Certificate shall be paid over to the Surviving Corporation), free and clear of all claims or interest of deemed at any person previously entitled to such claims. Notwithstanding the foregoing, neither the Exchange Agent nor any party hereto shall be liable to any former holder of PNB Common Stock for any amount properly delivered to a public official pursuant to applicable abandoned property, escheat or similar laws. (d) At the election of Western, no dividends or other distributions with respect to Western Common Stock with a record date occurring time after the Effective Time shall be paid to the holder of any unsurrendered Old Certificate representing shares of PNB Common Stock converted in the Merger into the right to receive shares of such Western Common Stock until the holder thereof shall be entitled to receive New Certificates in exchange therefor in accordance with the procedures set forth in this Section 3.4, and no such shares of PNB Common Stock shall be eligible to vote until the holder of Old Certificates is entitled to receive New Certificates in accordance with the procedures set forth in this Section 3.4. After becoming so entitled in accordance with this Section 3.4, the record holder thereof also shall be entitled to receive any such dividends or other distributions, without any interest thereon, which theretofore had become payable with respect to shares of Western Common Stock such holder had represent only the right to receive upon such surrender the Merger Consideration, which the holder thereof has the right to receive in respect of such Certificate pursuant to the Old Certificate. (e) Any portion provisions of the Exchange Fund that remains unclaimed by the shareholders of PNB for six months after the Effective Time shall be returned by the Exchange Agent to Western. Any shareholders of PNB who have not theretofore complied with this Article III shall thereafter look only to Western for payment of the shares of Western Common StockII, certain dividends or other distributions in accordance with Section 2.04(c) and cash in lieu of any fractional shares and unpaid dividends and distributions on Western of Company Common Stock deliverable hereunder, in each case, without accordance with Section 2.04(e). No interest shall be paid or will accrue on the Merger Consideration or any interest thereoncash payable to holders of Certificates pursuant to the provisions of this Article II.

Exchange Procedures. (aA) At or prior to the Effective Time, Western Investar shall deposit, or shall cause to be deposited, deposit with such bank or trust company as Western shall elect American Stock Transfer & Trust Company LLC (which may include a subsidiary of Western) (in such capacity, the "Exchange “Paying Agent"”), for the benefit of the holders of certificates formerly representing shares of PNB Common Stock Certificates ("Old Certificates"as defined below), for exchange in accordance with this Article IIISection 2.05, certificates representing the shares of Western Common Stock ("New Certificates") and an estimated amount of cash (such cash and New Certificates, together with any dividends or distributions with a record date occurring after equal to the Effective Date with respect thereto, without any interest on any such cash, dividends or distributions, being hereinafter referred to as Per Share Consideration multiplied by the "Exchange Fund") to be paid pursuant to this Article III in exchange for outstanding shares of PNB Common Stock. (b) As soon as practicable after the Effective Date, Western shall send or cause to be sent to each former holder of record number of shares of PNB Common CFG Stock issued and outstanding immediately prior to the Effective Time (which is hereinafter referred to as the “Exchange Fund”). The Exchange Fund shall not be used for any other purpose other than as provided in this Agreement. (B) No later than five Business Days after the Effective Time, Investar will instruct the Paying Agent mail to each record holder of CFG Stock, other than to holders of Dissenting Shares, a letter of transmittal materials that will (i) specify that delivery will be effected, and risk of loss and title to CFG Stock will pass, only upon delivery of the stock certificates (the “Certificates”) for use certificated shares of CFG Stock to the Paying Agent, (ii) the Certificate(s) with respect to certificated shares of CFG Stock in exchanging such shareholder's Old Certificates exchange for the consideration set forth in this Article IIIto which the holder is entitled, which transmittal materials PNB shall have had and (iii) include such other commercially reasonable provisions consistent with the opportunity to review prior terms hereof as the Paying Agent may specify. Upon surrender of a Certificate for cancellation to the Effective Date. Western shall cause the New Certificates into which shares Paying Agent, together with such letter of PNB Common Stock are converted on the Effective Date transmittal, duly completed and any check in respect of any fractional share interests or dividends or distributions which executed, and such other documents as Investar may reasonably require, the holder of such shares shall Certificate will be entitled to receive upon delivery the Per Share Consideration described in Section 2.01. The Paying Agent will cancel the Certificates surrendered in accordance with this Section 2.05. Until surrendered, the Certificates will represent the right to receive the Exchange Agent of Old Certificates representing such shares Per Share Consideration. (or an affidavit of lost certificate and, if required by the Exchange Agent, indemnity reasonably satisfactory to Western and the Exchange Agent, if any of such certificates are lost, stolen or destroyedC) owned by such shareholder. No interest will be paid on any such cash or will accrue to the holders of the Certificate(s) with respect to the consideration to which the holder may be paid in lieu entitled. Notwithstanding anything herein to the contrary, none of fractional share interests or in respect of dividends or distributions which any such person shall be entitled to receive pursuant to this Article III upon such delivery. In the event of a transfer of ownership of any shares of PNB Common Stock not registered in the transfer records of PNBInvestar, the exchange described in this Section 3.4(b) may nonetheless be effected and a check for the cash to be paid in lieu of fractional shares may be issued to the transferee if the Old Certificate representing such PNB Common Stock is presented to the Exchange AgentInterim Company, accompanied by documents sufficientInvestar Bank, in the discretion of Western and the Exchange AgentCFG, (i) to evidence and effect such transfer but for the provisions of Section 3.2 hereof and (ii) to evidence that all applicable stock transfer taxes have been paid. (c) If Old Certificates are not surrendered Cheaha Bank or the consideration therefor is not claimed prior to the date on which such consideration would otherwise escheat to or become the property of any governmental unit or agency, the unclaimed consideration shall, to the extent permitted by abandoned property and any other applicable law, become the property of the Surviving Corporation (and to the extent not in its possession shall be paid over to the Surviving Corporation), free and clear of all claims or interest of any person previously entitled to such claims. Notwithstanding the foregoing, neither the Exchange Paying Agent nor any party hereto shall will be liable to any former holder of PNB Common CFG Stock for with respect to any amount properly delivered in good faith to a public official pursuant to in accordance with any applicable abandoned property, escheat or similar laws. (dD) At If any Certificate has been lost, stolen or destroyed, upon the election making of Westernan affidavit of that fact by the Person claiming such Certificate to be lost, no dividends stolen or other distributions destroyed and, if required by Investar or the Paying Agent, the posting by such Person of a bond in such reasonable amount as Investar may determine is necessary as indemnity against any claim that may be made against it with respect to Western Common such Certificate, Investar will deliver in exchange for the lost, stolen or destroyed Certificate the consideration due to such Person under this Agreement. (E) Any shares of CFG Stock with a record date occurring after held directly or indirectly by Investar, Investar Bank, CFG or Cheaha Bank immediately prior to the Effective Time (other than shares held in a fiduciary or agency capacity or in connection with debts previously contracted) shall, at the Effective Time, cease to exist, and the certificates for such shares shall be paid to the holder of any unsurrendered Old Certificate representing shares of PNB Common Stock converted in the Merger into the right to receive shares of such Western Common Stock until the holder thereof shall be entitled to receive New Certificates in exchange therefor in accordance with the procedures set forth in this Section 3.4canceled as promptly as practicable thereafter, and no such shares of PNB Common Stock payment or distribution shall be eligible to vote until the holder of Old Certificates is entitled to receive New Certificates made in accordance with the procedures set forth in this Section 3.4. After becoming so entitled in accordance with this Section 3.4, the record holder thereof also shall be entitled to receive any such dividends or other distributions, without any interest thereon, which theretofore had become payable with respect to shares of Western Common Stock such holder had the right to receive upon surrender of the Old Certificateconsideration therefor. (eF) Any portion of the Exchange Fund that remains unclaimed by the shareholders of PNB for six months after CFG as of the one (1) year anniversary of the Effective Time shall may, to the extent permitted by Legal Requirements, be returned by the Exchange Agent to WesternInvestar. Any In such event, any former shareholders of PNB CFG who have not theretofore complied with this Article III Section 2.05 shall thereafter look only to Western for payment of Investar with respect to the shares of Western Common Stock, cash in lieu of any fractional shares and unpaid dividends and distributions on Western Common Stock deliverable hereunder, in each case, Per Share Consideration without any interest thereon.

Exchange Procedures. (a) At or prior to before the Effective Time, Western Purchaser shall deposit, or shall cause to be deposited, with such bank or trust an exchange agent company as Western shall elect designated by Purchaser and reasonably acceptable to the Company (which may include a subsidiary of Western) (in such capacity, the "“Exchange Agent"”), pursuant to an agreement entered into by and between Purchaser and the Exchange Agent before the Closing, for the benefit of the holders of certificates formerly representing record of shares of PNB Common Stock ("Old Certificates")Company Capital Stock, whose shares have been converted into the right to receive the Merger Consideration, for exchange in accordance with this Article IIISection 2.7, certificates representing (i) the number of shares of Western Purchaser Common Stock ("New Certificates") and an estimated amount of cash (such cash and New Certificates, together with any dividends or distributions with a record date occurring after sufficient to deliver the Effective Date with respect thereto, without any interest on any such cash, dividends or distributions, being hereinafter referred to as the "Exchange Fund") aggregate Stock Consideration to be paid delivered in whole shares and (ii) any cash payable in lieu of fractional shares pursuant to this Article III in Section 2.5(b), and Purchaser shall instruct the Exchange Agent to deliver the Merger Consideration pursuant to Section 2.7(d). Appropriate transmittal materials, which shall include a form letter of transmittal for each holder to utilize to exchange for outstanding the holder’s shares of PNB Common Stock. Company Capital Stock (b) As “Letter of Transmittal”), shall be mailed as soon as practicable after the Effective DateTime, Western shall send or cause to be sent to each former holder of record of Company Capital Stock who has not previously surrendered their Certificate or Certificates and the Company. A completed Letter of Transmittal from a holder of Company Capital Stock to the Exchange Agent will be deemed properly completed only if the completed Letter of Transmittal is accompanied by all Certificates representing shares of PNB Common Company Capital Stock immediately prior (or customary affidavits and, if required by Purchaser pursuant to Section 2.7(h) indemnification regarding the loss or destruction of such Certificates or the guaranteed delivery of such Certificates) held by such holder to be converted thereby. Purchaser shall pay all charges and expenses, including those of the Exchange Agent, in connection with the distribution of the Merger Consideration as provided in Section 2.7. (b) At and after the Effective Time, each Certificate evidencing ownership of shares of Company Capital Stock shall represent only the right to receive the Merger Consideration, and as to Appraisal Shares, shall represent only the right to receive applicable payments as set forth in Section 2.6. The Company shall provide to the Effective Time Exchange Agent all information reasonably necessary for it to perform its obligations as specified herein. (c) The transmittal materials shall (i) 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, (ii) be in a form and contain any other provisions as Purchaser may reasonably determine, and (iii) include instructions for use in exchanging such shareholder's Old effecting the surrender of the Certificates in exchange for the consideration set forth in this Article III, which transmittal materials PNB shall have had Merger Consideration. Upon the opportunity to review prior proper surrender of any Certificates to the Effective Date. Western shall cause the New Certificates into which shares Exchange Agent, together with a properly completed and duly executed Letter of PNB Common Stock are converted on the Effective Date and any check in respect of any fractional share interests or dividends or distributions which Transmittal, the holder of such shares of Company Capital Stock shall be entitled to receive upon delivery in exchange therefor a statement reflecting shares issued in book entry form, representing that number of whole shares of Purchaser Common Stock that such holder of Company Capital Stock has the right to receive pursuant to Section 2.5(a) and a check in the Exchange Agent of Old Certificates representing such shares (or an affidavit of lost certificate and, if required by the Exchange Agent, indemnity reasonably satisfactory amount equal to Western 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 such cash to be paid in lieu of fractional share interests or in respect of shares such holder is entitled to pursuant to Section 2.5(b) and any dividends or other distributions to which such holder is entitled to pursuant to Section 2.7(d). Certificates so surrendered shall forthwith be canceled. (d) As soon as practicable following receipt of the properly completed Letter of Transmittal and any such person necessary accompanying documentation, the Exchange Agent shall distribute Purchaser Common Stock and cash in lieu of fractional shares as provided herein. The Exchange Agent shall not be entitled to vote or exercise any rights of ownership with respect to the shares of Purchaser Common Stock held by it from time to time hereunder, except that it shall receive pursuant and hold all dividends or other distributions paid or distributed with respect to this Article III upon such deliveryshares for the account of the Persons entitled thereto. In the event of If there is a transfer of ownership of any shares of PNB Common Company Capital Stock not registered in the transfer records of PNBthe Company, the exchange described in this Section 3.4(b) may nonetheless be effected and a check for the cash to be paid in lieu of fractional shares may Merger Consideration shall be issued to the transferee thereof if the Old Certificate Certificates representing such PNB Common Company Capital Stock is are presented to the Exchange Agent, accompanied by all documents sufficientrequired, in the discretion reasonable judgment of Western Purchaser and the Exchange Agent, (i) to evidence and effect such transfer but for the provisions of Section 3.2 hereof and (ii) to evidence that all any applicable stock transfer taxes have been paid. (ce) If Old No dividends or other distributions declared or made after the Effective Time with respect to Purchaser Common Stock issued pursuant to this Agreement shall be remitted to any Person entitled to receive shares of Purchaser Common Stock hereunder until such Person surrenders his or her Certificates in accordance with this Section 2.7. Upon the surrender of such Person’s Certificates, such Person shall be entitled to receive any dividends or other distributions, without interest thereon, which after the Effective Time had become payable but not paid with respect to shares of Purchaser Common Stock represented by such Person’s Certificates. (f) 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 Capital Stock. If, after the Effective Time, Certificates are not surrendered or presented to Purchaser, they shall be canceled and exchanged for the consideration therefor is not claimed prior Merger Consideration deliverable in respect thereof pursuant to this Agreement in accordance with the date on which such consideration would otherwise escheat to or become the property of any governmental unit or agency, the unclaimed consideration shall, to the extent permitted by abandoned property and any other applicable law, become the property procedures set forth in this Section 2.7. (g) Any portion of the Surviving Corporation aggregate amount of cash to be paid in lieu of a fraction of a share of Purchaser Common Stock pursuant to Section 2.5, any dividends or other distributions to be paid pursuant to this Section 2.7 or any proceeds from any investments thereof that remain unclaimed by the holders of Company Capital Stock for six (and to 6) months after the extent not in its possession Effective Time shall be paid over repaid by the Exchange Agent to Purchaser upon the Surviving Corporation)written request of Purchaser. After such request is made, free and clear each holder of all claims or Company Capital Stock who has not theretofore complied with this Section 2.7 shall look only to Purchaser for the Merger Consideration deliverable in respect of each share of Company Capital Stock such shareholder holds, as determined pursuant to Section 2.5 of this Agreement, without any interest of any person previously entitled to such claimsthereon. Notwithstanding the foregoing, neither the Exchange Agent nor any party hereto to this Agreement (or any Affiliate thereof) shall be liable to any former holder of PNB Common Company Capital Stock for any amount properly delivered to a public official pursuant to applicable abandoned property, escheat or similar laws. (dh) At Purchaser and the election of Western, no dividends or other distributions with respect to Western Common Stock with a record date occurring after the Effective Time shall be paid to the holder of any unsurrendered Old Certificate representing shares of PNB Common Stock converted in the Merger into the right to receive shares of such Western Common Stock until the holder thereof Exchange Agent shall be entitled to receive New Certificates in exchange therefor in accordance with rely upon the procedures set forth in this Section 3.4, and no such shares Company’s stock transfer books to establish the identity of PNB Common Stock shall be eligible to vote until the holder of Old Certificates is those Persons entitled to receive New Certificates in accordance the Merger Consideration, which books shall be conclusive with respect thereto. The Company shall provide to the procedures set forth in this Section 3.4Exchange Agent all information reasonably necessary for it to perform its obligations as specified herein. After becoming so entitled in accordance In the event of a dispute with this Section 3.4respect to ownership of stock represented by any Certificate, Purchaser and the record holder thereof also Exchange Agent shall be entitled to receive deposit any such dividends or other distributions, without any interest thereon, which theretofore had become payable Merger Consideration represented thereby in escrow with an independent third party and thereafter be relieved with respect to shares of Western Common Stock such holder had the right to receive upon surrender of the Old Certificateany claims thereto. (ei) Any portion If any Certificate shall have been lost, stolen, mutilated or destroyed, as the case may be, then, upon the making of the Exchange Fund an affidavit of that remains unclaimed fact by the shareholders Person claiming such Certificate to be lost, stolen, mutilated or destroyed and the posting by such Person of PNB for six months after the Effective Time shall be returned by a bond in such amount as the Exchange Agent may direct as indemnity against any claim that may be made against it with respect to Western. Any shareholders of PNB who have not theretofore complied with this Article III shall thereafter look only such Certificate, the Exchange Agent will issue in exchange for such lost, stolen or destroyed Certificate the Merger Consideration deliverable in respect thereof pursuant to Western for payment of the shares of Western Common Stock, cash in lieu of any fractional shares and unpaid dividends and distributions on Western Common Stock deliverable hereunder, in each case, without any interest thereonSection 2.5.

Exchange Procedures. (a) At or prior to the Effective Time, Western (1) The Company shall deposit, or shall cause to be deposited, with such bank or trust company settle its Exchange Obligations as Western shall elect (which may include a subsidiary of Western) (described in such capacity, the "Exchange Agent"Section 8.02(a)(3), for unless, within the benefit of the holders of certificates formerly representing shares of PNB Common Stock ("Old Certificates"), for exchange in accordance with this Article III, certificates representing the shares of Western Common Stock ("New Certificates") and an estimated amount of cash (such cash and New Certificates, together with any dividends or distributions with a record date occurring after the Effective Date with respect thereto, without any interest on any such cash, dividends or distributions, being hereinafter referred to as the "Exchange Fund") to be paid pursuant to this Article III in exchange for outstanding shares of PNB Common Stock. (b) As soon as practicable after the Effective Date, Western shall send or cause to be sent to each former holder of record of shares of PNB Common Stock immediately prior to the Effective Time transmittal materials for use in exchanging such shareholder's Old Certificates for the consideration set forth in this Article III, which transmittal materials PNB shall have had the opportunity to review prior to the Effective Date. Western shall cause the New Certificates into which shares of PNB Common Stock are converted on the Effective Date and any check in respect of any fractional share interests or dividends or distributions which the holder of such shares shall be entitled to receive upon delivery to the Exchange Agent of Old Certificates representing such shares (or an affidavit of lost certificate and, if required by the Exchange Agent, indemnity reasonably satisfactory to Western 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 such cash to be paid in lieu of fractional share interests or in respect of dividends or distributions which any such person shall be entitled to receive pursuant to this Article III upon such delivery. In the event of a transfer of ownership of any shares of PNB Common Stock not registered in the transfer records of PNB, the exchange described applicable time period specified in this Section 3.4(b8.02(a)(1), the Company elects to settle its Exchange Obligations as described in Section 8.02(a)(2) may nonetheless be effected and a check for the or Section 8.02(a)(4). The cash to be paid in lieu and/or shares of fractional shares may be issued to the transferee if the Old Certificate representing such PNB Common Stock which the Company is presented required to the Exchange Agent, accompanied by documents sufficient, in the discretion of Western and the Exchange Agent, (i) to evidence and effect such transfer but for the provisions of Section 3.2 hereof and (ii) to evidence that all applicable stock transfer taxes have been paid. (c) If Old Certificates are not surrendered or the consideration therefor is not claimed prior to the date on which such consideration would otherwise escheat to or become the property of any governmental unit or agency, the unclaimed consideration shall, to the extent permitted by abandoned property and any other applicable law, become the property of the Surviving Corporation (and to the extent not in its possession shall be paid over to the Surviving Corporation), free and clear of all claims or interest of any person previously entitled to such claims. Notwithstanding the foregoing, neither the Exchange Agent nor any party hereto shall be liable to any former holder of PNB Common Stock for any amount properly delivered to a public official pursuant to applicable abandoned property, escheat or similar laws. (d) At the election of Western, no dividends or other distributions with respect to Western Common Stock with a record date occurring after the Effective Time shall be paid to the holder of any unsurrendered Old Certificate representing shares of PNB Common Stock converted in the Merger into the right to receive shares of such Western Common Stock until the holder thereof shall be entitled to receive New Certificates in exchange therefor in accordance with the procedures set forth in this Section 3.4, and no such shares of PNB Common Stock shall be eligible to vote until the holder of Old Certificates is entitled to receive New Certificates in accordance with the procedures set forth in this Section 3.4. After becoming so entitled deliver in accordance with this Section 3.48.02 in settlement of its Exchange Obligations is referred to herein as the “Settlement Amount.” If the Company desires to settle its Exchange Obligations as described in Section 8.02(a)(2) or Section 8.02(a)(4), the record holder thereof also Company shall be entitled notify each exchanging Noteholder by notice to receive any the Trustee (for further distribution to Noteholders) of the method the Company will choose to satisfy its Exchange Obligations no later than the second Trading Day immediately following the Company’s receipt of a Notice of Exchange from such dividends or other distributionsHolder, without any interest thereonand such notice shall specify the section of this Annex B of the Twelfth Supplemental Indenture pursuant to which the Company is electing to satisfy its exchange obligations; provided, which theretofore had become payable with respect to shares of Western Common Stock such holder had however, that the Company shall have the right to receive upon surrender irrevocably elect, in its sole discretion and without the consent of Noteholders, by notice to the Trustee (for further distribution to Noteholders), on or prior to October 15, 2012, to settle all of its future Exchange Obligations entirely in shares of Common Stock as described in Section 8.02(a)(2), and provided further, that the Company is required to settle all exchanges with an Exchange Date occurring on or after October 15, 2012 in the same manner, and the Company shall notify Noteholders by notice to the Trustee (for further distribution to Noteholders) of the Old Certificate. manner of settlement (e) Any portion including specifying the applicable section of this Annex B of the Twelfth Supplemental Indenture that describes such manner of settlement) on or before such date. The Company shall treat all Noteholders exchanging on the same Trading Day in the same manner; however, the Company shall not have any obligation to settle its Exchange Fund that remains unclaimed by Obligations arising on different Trading Days in the shareholders of PNB same manner, except for six months exchanges with an Exchange Date occurring on or after October 15, 2012, which shall all be satisfied in the Effective Time shall be returned by the Exchange Agent to Western. Any shareholders of PNB who have not theretofore complied with this Article III shall thereafter look only to Western for payment of the shares of Western Common Stock, cash in lieu of any fractional shares and unpaid dividends and distributions on Western Common Stock deliverable hereunder, in each case, without any interest thereonsame manner.