Common use of Surrender of Certificates Clause in Contracts

Surrender of Certificates. (a) On or prior to the Closing Date, Parent and the Company shall agree upon and select a reputable bank, transfer agent or trust company to act as exchange agent in the Merger (the “Exchange Agent”). At the Effective Time, Parent shall deposit with the Exchange Agent evidence of book-entry shares representing the Parent Common Stock issuable pursuant to Section 1.5(a). The Parent Common Stock so deposited with the Exchange Agent, together with any dividends or distributions received by the Exchange Agent with respect to such shares, are referred to collectively as the “Exchange Fund.” (b) Promptly after the Effective Time, the Parties shall cause the Exchange Agent to mail to the Persons who were record holders of shares of Company Capital Stock that were converted into the right to receive the Merger Consideration: (i) a letter of transmittal in customary form and containing such provisions as Parent may reasonably specify (including a provision confirming that delivery of Company Stock Certificates shall be effected, and risk of loss and title to Company Stock Certificates shall pass, only upon proper delivery of such Company Stock Certificates to the Exchange Agent); and (ii) instructions for effecting the surrender of Company Stock Certificates in exchange for shares of Parent Common Stock. Holders of Company Preferred Stock shall surrender Company Stock Certificates representing the shares of Company Preferred Stock that were converted in connection with the Preferred Stock Conversion. Upon surrender of a Company Stock Certificate to the Exchange Agent for exchange, together with a duly executed letter of transmittal and such other documents as may be reasonably required by the Exchange Agent or Parent (including a properly completed IRS Form W-9 or the appropriate version of IRS Form W-8, as applicable): (A) the holder of such Company Stock Certificate shall be entitled to receive in exchange therefor book-entry shares representing the Merger Consideration (in a number of whole shares of Parent Common Stock) that such holder has the right to receive pursuant to the provisions of Section 1.5(a); and (B) the Company Stock Certificate so surrendered shall be canceled. Until surrendered as contemplated by this Section 1.8(b), each Company Stock Certificate shall be deemed, from and after the Effective Time, to represent only the right to receive book-entry shares of Parent Common Stock representing the Merger Consideration. If any Company Stock Certificate shall have been lost, stolen or destroyed, Parent may, in its reasonable discretion and as a condition precedent to the delivery of any shares of Parent Common Stock, require the owner of such lost, stolen or destroyed Company Stock Certificate to provide an applicable affidavit with respect to such Company Stock Certificate that includes an obligation of such owner to indemnify Parent against any claim suffered by Parent related to the lost, stolen or destroyed Company Stock Certificate as Parent may reasonably request. In the event of a transfer of ownership of a Company Stock Certificate that is not registered in the transfer records of the Company, payment of the Merger Consideration may be made to a Person other than the Person in whose name such Company Stock Certificate so surrendered is registered if such Company Stock Certificate shall be properly endorsed or otherwise be in proper form for transfer and the Person requesting such payment shall pay any transfer or other Taxes required by reason of the transfer or establish to the reasonable satisfaction of Parent that such Taxes have been paid or are not applicable. The Merger Consideration and any dividends or other distributions as are payable pursuant to Section 1.8(c) shall be deemed to have been in full satisfaction of all rights pertaining to Company Capital Stock formerly represented by such Company Stock Certificates. (c) No dividends or other distributions declared or made with respect to Parent Common Stock with a record date on or after the Effective Time shall be paid to the holder of any unsurrendered Company Stock Certificate with respect to the shares of Parent Common Stock that such holder has the right to receive in the Merger until such holder surrenders such Company Stock Certificate or provides an affidavit of loss, theft or destruction in lieu thereof in accordance with this Section 1.8 together with a duly executed letter of transmittal and such other documents as may be reasonably required by the Exchange Agent or Parent (at which time (or, if later, on the applicable payment date) such holder shall be entitled, subject to the effect of applicable abandoned property, escheat or similar Laws, to receive all such dividends and distributions, without interest). (d) Any portion of the Exchange Fund that remains undistributed to holders of Company Stock Certificates as of the date that is one (1) year after the Closing Date shall be delivered to Parent upon demand, and any holders of Company Stock Certificates who have not theretofore surrendered their Company Stock Certificates in accordance with this Section 1.8 shall thereafter look only to Parent for satisfaction of their claims for Parent Common Stock and any dividends or distributions with respect to shares of Parent Common Stock. (e) No Party to this Agreement shall be liable to any holder of any Company Stock Certificate or to any other Person with respect to any shares of Parent Common Stock (or dividends or distributions with respect thereto) or for any cash amounts delivered to any public official pursuant to any applicable abandoned property Law, escheat Law or similar Law. (f) All shares of Parent Common Stock issued pursuant to this Agreement shall bear a legend (and Parent will make a notation on its transfer books to such effect) prominently stamped or printed thereon or the substance of which will otherwise be reflected on the books and records of the transfer agent for Parent Common Stock with respect to book-entry shares, in each case reading substantially as follows: “THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THESE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT PURPOSES AND NOT WITH A VIEW TO RESALE IN CONNECTION WITH A DISTRIBUTION AND MAY NOT BE SOLD OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT FOR SUCH SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND APPLICABLE STATE SECURITIES LAWS, OR AN EXEMPTION FROM REGISTRATION UNDER SUCH ACT.”

Surrender of Certificates. (a) On or prior to the Closing Date, Parent and the Company shall agree upon and select a reputable bank, transfer agent or trust company to act As promptly as exchange agent in the Merger (the “Exchange Agent”). At the Effective Time, Parent shall deposit with the Exchange Agent evidence of book-entry shares representing the Parent Common Stock issuable pursuant to Section 1.5(a). The Parent Common Stock so deposited with the Exchange Agent, together with any dividends or distributions received by the Exchange Agent with respect to such shares, are referred to collectively as the “Exchange Fund.” (b) Promptly practicable after the Effective Time, the Parties shall cause the Exchange Agent to shall mail to the Persons who were record holders each holder of shares of Company Capital Stock that were converted into the right to receive the Merger Consideration: an outstanding certificate or certificates which prior thereto represented JIS Shares (i) a letter of transmittal in customary form and containing such provisions as Parent may reasonably (which shall specify (including a provision confirming that delivery of Company Stock Certificates shall be effected, and risk of loss and title to Company Stock the JIS Certificates shall pass, only upon proper delivery of such Company Stock the JIS Certificates to the Exchange AgentAgent and shall be in such form and have such other provisions as Judge and JIS may reasonably specify); , and (ii) instructions for use in effecting the surrender of Company Stock the JIS Certificates in exchange for shares certificates representing Judge Common Shares and any cash in lieu of Parent any fractional Judge Common StockShares. Holders of Company Preferred Stock Such holder shall upon such surrender Company Stock Certificates representing the shares of Company Preferred Stock that were converted in connection with the Preferred Stock Conversion. Upon surrender of a Company Stock Certificate to the Exchange Agent for exchange, together with a duly executed letter of transmittal and such other documents as may be reasonably required by the Exchange Agent or Parent (including a properly completed IRS Form W-9 or the appropriate version of IRS Form W-8, as applicable): (A) the holder of such Company Stock Certificate shall be entitled to receive in exchange therefor book-entry shares a certificate or certificates representing the Merger Consideration (in a number of whole shares of Parent Judge Common Stock) that Shares into which such holder has the right to receive pursuant JIS Shares shall have been converted. Until so surrendered and exchanged, each outstanding certificate which, prior to the provisions of Section 1.5(a); and (B) the Company Stock Certificate so surrendered shall be canceled. Until surrendered as contemplated by this Section 1.8(b)Effective Time, each Company Stock Certificate shall be deemedrepresented JIS Shares shall, from upon and after the Effective Time, be deemed for all purposes (other than to represent only the right extent provided in the following sentence) to receive book-entry shares evidence ownership of Parent the number of whole Judge Common Stock representing the Merger Consideration. If any Company Stock Certificate shall Shares into which such JIS Shares have been lostconverted. Dividends, stolen or destroyedif any, Parent may, in its reasonable discretion and as a condition precedent to the delivery of any shares of Parent Common Stock, require the owner of such lost, stolen or destroyed Company Stock Certificate to provide an applicable affidavit with respect to such Company Stock Certificate that includes an obligation of such owner to indemnify Parent against any claim suffered by Parent related to the lost, stolen or destroyed Company Stock Certificate as Parent may reasonably request. In the event of a transfer of ownership of a Company Stock Certificate that is not registered in the transfer records of the Company, payment of the Merger Consideration may be made to a Person other than the Person in whose name such Company Stock Certificate so surrendered is registered if such Company Stock Certificate shall be properly endorsed or otherwise be in proper form for transfer and the Person requesting such payment shall pay any transfer or other Taxes required by reason of the transfer or establish to the reasonable satisfaction of Parent that such Taxes have been paid or are not applicable. The Merger Consideration and any dividends or other distributions as are payable pursuant to Section 1.8(c) shall be deemed to have been in full satisfaction of all rights pertaining to Company Capital Stock formerly represented by such Company Stock Certificates. (c) No dividends or other distributions declared or made with respect to Parent Common Stock with a record date on or after the Effective Time shall to holders of Judge Common Shares shall, at Judge's option, be paid to the holder withheld from holders of any unsurrendered Company Stock Certificate with respect to the shares of Parent Common Stock that such holder has the right to receive in the Merger certificates formerly representing JIS Shares until such holder surrenders such Company Stock Certificate certificates (or provides an affidavit of loss, theft or destruction lost share affidavits reasonably acceptable in lieu thereof form and substance to Judge) are surrendered for exchange in accordance with this Section 1.8 together with a duly executed letter of transmittal and such other documents as may be reasonably required by the Exchange Agent or Parent (at which time (or2.5 and, if laterso withheld, on the applicable payment date) such holder shall then be entitled, subject to the effect of applicable abandoned property, escheat or similar Laws, to receive all such dividends and distributions, paid without interest)interest thereon. (d) Any portion of the Exchange Fund that remains undistributed to holders of Company Stock Certificates as of the date that is one (1) year after the Closing Date shall be delivered to Parent upon demand, and any holders of Company Stock Certificates who have not theretofore surrendered their Company Stock Certificates in accordance with this Section 1.8 shall thereafter look only to Parent for satisfaction of their claims for Parent Common Stock and any dividends or distributions with respect to shares of Parent Common Stock. (e) No Party to this Agreement shall be liable to any holder of any Company Stock Certificate or to any other Person with respect to any shares of Parent Common Stock (or dividends or distributions with respect thereto) or for any cash amounts delivered to any public official pursuant to any applicable abandoned property Law, escheat Law or similar Law. (f) All shares of Parent Common Stock issued pursuant to this Agreement shall bear a legend (and Parent will make a notation on its transfer books to such effect) prominently stamped or printed thereon or the substance of which will otherwise be reflected on the books and records of the transfer agent for Parent Common Stock with respect to book-entry shares, in each case reading substantially as follows: “THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THESE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT PURPOSES AND NOT WITH A VIEW TO RESALE IN CONNECTION WITH A DISTRIBUTION AND MAY NOT BE SOLD OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT FOR SUCH SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND APPLICABLE STATE SECURITIES LAWS, OR AN EXEMPTION FROM REGISTRATION UNDER SUCH ACT.”

Surrender of Certificates. (a) On or prior to the Closing Date, Parent and the Company shall agree upon and select a reputable bank, transfer agent or trust company to act as exchange agent in the Merger (the “Exchange Agent”). At the Effective Time, Parent shall deposit with each holder of a certificate or certificates theretofore representing issued and outstanding shares of the Exchange Agent evidence of book-entry shares representing the Parent Terremark Common Stock issuable pursuant to Section 1.5(a). The Parent Common Stock so deposited with the Exchange Agent, together with any dividends or distributions received by the Exchange Agent with respect to may surrender such shares, are referred to collectively as the “Exchange Fund.” (b) Promptly after the Effective Time, the Parties shall cause the Exchange Agent to mail certificates to the Persons who were record holders of shares of Company Capital Stock that were converted into the right to receive the Merger Consideration: (i) a letter of transmittal in customary form Surviving Corporation and containing such provisions as Parent may reasonably specify (including a provision confirming that delivery of Company Stock Certificates shall be effected, and risk of loss and title to Company Stock Certificates shall pass, only upon proper delivery of such Company Stock Certificates to the Exchange Agent); and (ii) instructions for effecting the surrender of Company Stock Certificates in exchange for shares of Parent Common Stock. Holders of Company Preferred Stock shall surrender Company Stock Certificates representing the shares of Company Preferred Stock that were converted in connection with the Preferred Stock Conversion. Upon surrender of a Company Stock Certificate to the Exchange Agent for exchange, together with a duly executed letter of transmittal and such other documents as may be reasonably required by the Exchange Agent or Parent (including a properly completed IRS Form W-9 or the appropriate version of IRS Form W-8, as applicable): (A) the holder of such Company Stock Certificate shall be entitled to receive in exchange therefor book-entry shares certificates representing the Merger Consideration (in a appropriate number of whole shares of Parent Post Merger Common Stock) Stock as provided in Section 1.2. In the event that the share certificates for the shares in the Surviving Corporation are to be registered to a holder other than the registered owner of a surrendered certificate, it shall be a condition of such holder has issuance that the right to receive pursuant to the provisions of Section 1.5(a); and (B) the Company Stock Certificate certificate so surrendered shall be canceledproperly endorsed or otherwise in proper form for transfer and that all applicable transfer and other similar taxes shall have been paid. Until surrendered as contemplated by this Section 1.8(b)so surrendered, each Company Stock Certificate shall be deemedsuch certificate shall, from and after the Effective Time, to represent for all purposes, only the right to receive book-entry the shares of Parent the Post Merger Common Stock. (b) At the Effective Time, the share certificates theretofore representing issued and outstanding shares of the Common Stock representing the Merger Consideration. If any Company Stock Certificate shall have been lost, stolen or destroyed, Parent may, in its reasonable discretion and as a condition precedent to the delivery of any shares of Parent Common Stock, require the owner of such lost, stolen or destroyed Company Stock Certificate to provide an applicable affidavit with respect to such Company Stock Certificate that includes an obligation of such owner to indemnify Parent against any claim suffered by Parent related to the lost, stolen or destroyed Company Stock Certificate as Parent may reasonably request. In the event of a transfer of ownership of a Company Stock Certificate that is not registered in the transfer records of the Company, payment of the Merger Consideration may be made to a Person other than the Person in whose name such Company Stock Certificate so surrendered is registered if such Company Stock Certificate shall be properly endorsed or otherwise be in proper form for transfer and the Person requesting such payment shall pay any transfer or other Taxes required by reason of the transfer or establish to the reasonable satisfaction of Parent that such Taxes have been paid or are not applicable. The Merger Consideration and any dividends or other distributions as are payable pursuant to Section 1.8(c) shall automatically be deemed to have been in full satisfaction represent the same number of all rights pertaining to Company Capital Stock formerly represented by such Company Stock Certificatesshares of Post Merger Common Stock. (c) No dividends or other distributions declared or made with respect to Parent shares of the Post Merger Common Stock shall be paid to holders of any certificates representing the shares of Terremark Common Stock not surrendered as set forth in this Section 1.3. Subject to applicable laws, following such surrender, there shall be paid, without interest, to the record holder of the shares of the Post Merger Common Stock issued in exchange therefor (i) at the time of such surrender, all dividends and other distributions payable in respect of such Post Merger Common Stock with a record date on or after the Effective Time shall be paid and a payment on or prior to the holder date of any unsurrendered Company Stock Certificate such surrender and not previously paid and (ii) at the appropriate payment date, the dividends or other distributions payable with respect to such Post Merger Common Stock with a record date after the Effective Time but with a payment date subsequent to such surrender. For the purposes of dividends or other distributions in respect of Post Merger Common Stock, all shares of Parent Post Merger Common Stock that such holder has the right to receive in be issued pursuant to the Merger until such holder surrenders such Company Stock Certificate or provides an affidavit of loss, theft or destruction in lieu thereof in accordance with this Section 1.8 together with a duly executed letter of transmittal and such other documents as may be reasonably required by the Exchange Agent or Parent (at which time (or, if later, on the applicable payment date) such holder shall be entitled, subject entitled to dividends pursuant to the effect of applicable abandoned property, escheat or similar Laws, to receive all such dividends immediately preceding sentence as if issued and distributions, without interest). (d) Any portion of the Exchange Fund that remains undistributed to holders of Company Stock Certificates outstanding as of the date that is one (1) year after the Closing Date shall be delivered to Parent upon demand, and any holders of Company Stock Certificates who have not theretofore surrendered their Company Stock Certificates in accordance with this Section 1.8 shall thereafter look only to Parent for satisfaction of their claims for Parent Common Stock and any dividends or distributions with respect to shares of Parent Common StockEffective Time. (e) No Party to this Agreement shall be liable to any holder of any Company Stock Certificate or to any other Person with respect to any shares of Parent Common Stock (or dividends or distributions with respect thereto) or for any cash amounts delivered to any public official pursuant to any applicable abandoned property Law, escheat Law or similar Law. (f) All shares of Parent Common Stock issued pursuant to this Agreement shall bear a legend (and Parent will make a notation on its transfer books to such effect) prominently stamped or printed thereon or the substance of which will otherwise be reflected on the books and records of the transfer agent for Parent Common Stock with respect to book-entry shares, in each case reading substantially as follows: “THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THESE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT PURPOSES AND NOT WITH A VIEW TO RESALE IN CONNECTION WITH A DISTRIBUTION AND MAY NOT BE SOLD OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT FOR SUCH SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND APPLICABLE STATE SECURITIES LAWS, OR AN EXEMPTION FROM REGISTRATION UNDER SUCH ACT.”

Surrender of Certificates. (a) On Concurrently with or prior to the Closing DateEffective Time, Parent and the Company parties hereto shall agree upon and select a reputable bank, transfer agent or trust company designate ChaseMellon Shareholder Services to act as exchange agent in the Merger (the “"Exchange Agent”)") for purposes of exchanging certificates representing shares of Company Common Stock as provided in Section 2.1. At As soon as practicable after the Effective Time, Parent shall deposit with the Exchange Agent evidence of book-entry shares representing the Parent Common Stock issuable pursuant to Section 1.5(a). The Parent Common Stock so deposited with the Exchange Agent, together with any dividends or distributions received by the Exchange Agent with respect to such shares, are referred to collectively as the “Exchange Fund.” (b) Promptly after the Effective Time, the Parties shall cause the Exchange Agent to mail or make available to each holder of record of a certificate or certificates which immediately prior to the Persons who were record holders of Effective Time represented outstanding shares of Company Capital Common Stock that whose shares were converted into the right to receive the Merger Consideration: (i) Consideration pursuant to Section 2.1 a notice and letter of transmittal advising such holder of the effectiveness of the Merger and the procedure for surrendering to the Exchange Agent such certificate or certificates which immediately prior to the Effective Time represented outstanding shares of Company Common Stock in exchange for Merger Consideration deliverable in respect thereof pursuant to this Article II. (b) Each holder of shares of Company Common Stock that has been converted into a right to receive Merger Consideration, upon surrender to the Exchange Agent of a certificate or certificates representing such Company Common Stock, together with a properly completed letter of transmittal covering such shares of Company Common Stock and such other documents as may reasonably be required by the Exchange Agent or Parent, will be entitled to receive Merger Consideration in respect of each share of Company Common Stock surrendered. Until so surrendered, each share of Company Common Stock shall, after the Effective Time, represent for all purposes, only the right to receive Merger Consideration. Such letter of transmittal shall be in customary form and containing contain such provisions as Parent may reasonably specify (including a provision confirming that delivery of the certificates which immediately prior to the Effective Time represented shares of Company Common Stock Certificates shall be effected, and risk of loss and title to Company Stock Certificates such certificates shall pass, only upon proper delivery of such Company Stock Certificates certificates to the Exchange Agent); . (c) If any Merger Consideration is to be issued to a Person (as defined in Section 7.15 hereof) other than the registered holder of the Company Common Stock represented by the certificate or certificates surrendered with respect thereto, it shall be a condition to such issuance that the certificate or certificates so surrendered shall be properly endorsed or otherwise be in proper form for transfer and (ii) instructions for effecting that the surrender of Company Stock Certificates in exchange for shares of Parent Common Stock. Holders of Company Preferred Stock Person requesting such delivery shall surrender Company Stock Certificates representing the shares of Company Preferred Stock that were converted in connection with the Preferred Stock Conversion. Upon surrender of a Company Stock Certificate pay to the Exchange Agent for exchange, together with any transfer or other taxes required as a duly executed letter result of transmittal and such issuance to a Person other documents as may be reasonably required by than the Exchange Agent or Parent (including a properly completed IRS Form W-9 or the appropriate version of IRS Form W-8, as applicable): (A) the registered holder of such Company Common Stock Certificate shall be entitled or establish to receive in exchange therefor book-entry shares representing the Merger Consideration (in a number satisfaction of whole shares of Parent Common Stock) the Exchange Agent that such holder tax has the right to receive pursuant to the provisions of Section 1.5(a); and (B) the Company Stock Certificate so surrendered shall be canceled. Until surrendered as contemplated by this Section 1.8(b), each Company Stock Certificate shall be deemed, from and after the Effective Time, to represent only the right to receive book-entry shares of Parent Common Stock representing the Merger Considerationbeen paid or is not payable. If any certificate which immediately prior to the Effective Time represented shares of Company Common Stock Certificate shall have been lost, stolen or destroyed, Parent may, in its reasonable discretion and as a condition precedent to the delivery issuance of any shares of certificate representing Parent Common StockShares, require the owner of such lost, stolen or destroyed Company Stock Certificate certificate to provide an applicable appropriate affidavit and to deliver a bond (in such sum as Parent may reasonably direct) as indemnity against any claim that may be made against the Exchange Agent, Parent or the Surviving Corporation with respect to such Company Stock Certificate that includes an obligation of such owner to indemnify Parent against any claim suffered by Parent related to the lost, stolen or destroyed Company Stock Certificate as Parent may reasonably request. In the event of a transfer of ownership of a Company Stock Certificate that is not registered in the transfer records of the Company, payment of the Merger Consideration may be made to a Person other than the Person in whose name such Company Stock Certificate so surrendered is registered if such Company Stock Certificate shall be properly endorsed or otherwise be in proper form for transfer and the Person requesting such payment shall pay any transfer or other Taxes required by reason of the transfer or establish to the reasonable satisfaction of Parent that such Taxes have been paid or are not applicable. The Merger Consideration and any dividends or other distributions as are payable pursuant to Section 1.8(c) shall be deemed to have been in full satisfaction of all rights pertaining to Company Capital Stock formerly represented by such Company Stock Certificatescertificate. (cd) No dividends or other distributions declared or made As of the Effective Time, there shall be no further registration of transfers of shares of Company Common Stock that were outstanding prior to the Merger. After the Effective Time, certificates representing shares of Company Common Stock presented to the Surviving Corporation for transfer shall be canceled and exchanged for the consideration provided for, and in accordance with the procedures set forth, in this Article II. (e) At the close of business on the Effective Time, the stock ledger of the Company with respect to Parent the issuance of Company Common Stock shall be closed. Six months after the Effective Time, any Merger Consideration made available to the Exchange Agent and any portion of the Common Stock Trust (as defined in Section 2.3) that remains unclaimed by the holders of shares of Company Common Stock shall be returned to Parent upon demand. Any such holder who has not delivered his certificates which immediately prior to the Effective Time represented shares of Company Common Stock to the Exchange Agent in accordance with Section 2.2 prior to that time shall thereafter look only to Parent and the Surviving Corporation for issuance of Parent Shares in respect of shares of Company Common Stock. Notwithstanding the foregoing, neither Parent nor the Surviving Corporation shall be liable to any holder or former holder of shares of Company Common Stock for any securities delivered or any amount paid to a record date on or public official pursuant to applicable abandoned property laws. Any Parent Shares remaining unclaimed by holders of shares of Company Common Stock three years after the Effective Time (or such earlier date immediately prior to such time as such securities would otherwise escheat to or become property of any governmental entity or as is otherwise provided by applicable law) shall, to the extent permitted by applicable law, be free and clear of any claims or interest of any Person previously entitled thereto. (f) No dividends, interest or other distributions with respect to securities of Parent or the Surviving Corporation issuable with respect to Merger Consideration shall be paid to the holder of any unsurrendered certificates which formerly represented Company Common Stock Certificate with respect until such certificates are surrendered as provided in this Section. Upon such surrender, there shall be paid, without interest, to the shares Person in whose name the Parent Shares representing such securities are registered, all dividends and other distributions payable in respect of Parent Common Stock that such holder has securities on a date subsequent to, and in respect of a record date after, the right to receive in the Merger until such holder surrenders such Company Stock Certificate or provides an affidavit of loss, theft or destruction in lieu thereof in accordance with this Section 1.8 together with a duly executed letter of transmittal and such other documents as may be reasonably required by the Exchange Agent or Parent (at which time (or, if later, on the applicable payment date) such holder shall be entitledEffective Time, subject to the effect of applicable abandoned property, escheat or similar Laws, to receive all such dividends and distributions, without interest)property laws. (d) Any portion of the Exchange Fund that remains undistributed to holders of Company Stock Certificates as of the date that is one (1) year after the Closing Date shall be delivered to Parent upon demand, and any holders of Company Stock Certificates who have not theretofore surrendered their Company Stock Certificates in accordance with this Section 1.8 shall thereafter look only to Parent for satisfaction of their claims for Parent Common Stock and any dividends or distributions with respect to shares of Parent Common Stock. (e) No Party to this Agreement shall be liable to any holder of any Company Stock Certificate or to any other Person with respect to any shares of Parent Common Stock (or dividends or distributions with respect thereto) or for any cash amounts delivered to any public official pursuant to any applicable abandoned property Law, escheat Law or similar Law. (f) All shares of Parent Common Stock issued pursuant to this Agreement shall bear a legend (and Parent will make a notation on its transfer books to such effect) prominently stamped or printed thereon or the substance of which will otherwise be reflected on the books and records of the transfer agent for Parent Common Stock with respect to book-entry shares, in each case reading substantially as follows: “THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THESE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT PURPOSES AND NOT WITH A VIEW TO RESALE IN CONNECTION WITH A DISTRIBUTION AND MAY NOT BE SOLD OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT FOR SUCH SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND APPLICABLE STATE SECURITIES LAWS, OR AN EXEMPTION FROM REGISTRATION UNDER SUCH ACT.”

Surrender of Certificates. (a) On or prior to the Closing Date, Parent and the Company shall agree upon and select a reputable bank, transfer agent or trust company to act as exchange agent in the Merger (the “Exchange Agent”). At the Effective Time, Parent shall deposit with the Exchange Agent evidence of book-entry shares representing the Parent Common Stock issuable pursuant to Section 1.5(a). The Parent Common Stock so deposited with the Exchange Agent, together with any dividends or distributions received by the Exchange Agent with respect to such shares, are referred to collectively as the “Exchange Fund.” (b) Promptly after the Effective Time, the Parties shall cause the Exchange Agent to mail to the Persons who were record holders of shares of Company Capital Stock that were converted into the right to receive the Merger Consideration: (i) a letter of transmittal in customary form and containing such provisions as Parent may reasonably specify (including a provision confirming that delivery of Company Stock Certificates shall be effected, and risk of loss and title to Company Stock Certificates shall pass, only upon proper delivery of such Company Stock Certificates to the Exchange Agent); and (ii) instructions for effecting the surrender of Company Stock Certificates in exchange for shares of Parent Common Stock. Holders of Company Preferred Stock shall surrender Company Stock Certificates representing the shares of Company Preferred Stock that were converted in connection with the Preferred Stock Conversion. Upon surrender of a Company Stock Certificate to the Exchange Agent for exchange, together with a duly executed letter of transmittal and such other documents as may be reasonably required by the Exchange Agent or Parent (including a properly completed IRS Form W-9 or the appropriate version of IRS Form W-8, as applicable): (A) the holder of such Company Stock Certificate shall be entitled to receive in exchange therefor book-entry shares representing the Merger Consideration (in a number of whole shares of Parent Common Stock) that such holder has the right to receive pursuant to the provisions of Section 1.5(a); and (B) the Company Stock Certificate so surrendered shall be canceled. Until surrendered as contemplated by this Section 1.8(b), each Company Stock Certificate shall be deemed, from From and after the Effective Time, a bank or trust company to be designated by Parent, with the prior approval of the Company (the "Paying Agent"), shall act as exchange agent in effecting the exchange, for the Per Share Amount multiplied by the number of Shares formerly represented thereby, of certificates (the "Certificates") that, prior to the Effective Time, represented Shares, which Shares have become entitled to payment pursuant to Section 2.6. Upon the surrender of each Certificate and the delivery by the Paying Agent of the Per Share Amount in exchange therefor, such Certificate shall forthwith be cancelled. Until so surrendered and exchanged, each such Certificate (other than Certificates representing Shares held by Parent, Purchaser or the Company or any direct or indirect subsidiary of Parent, Purchaser or the Company and Dissenting Shares) shall represent only solely the right to receive book-entry shares of Parent Common Stock representing the Merger Consideration. If any Company Stock Certificate shall have been lost, stolen or destroyed, Parent may, in its reasonable discretion and as a condition precedent Per Share Amount applicable to the delivery Shares represented by such Certificate multiplied by the number of Shares represented by such Certificate. No interest shall be paid or shall accrue on any shares of Parent Common Stock, require amount payable on and after the owner of such lost, stolen or destroyed Company Stock Certificate to provide an applicable affidavit with respect to such Company Stock Certificate that includes an obligation of such owner to indemnify Parent against any claim suffered Effective Time by Parent related to the lost, stolen or destroyed Company Stock Certificate as Parent may reasonably request. In the event of a transfer of ownership of a Company Stock Certificate that is not registered in the transfer records of the Company, payment reason of the Merger Consideration may upon the surrender of any such Certificate. Upon the surrender and exchange of such an outstanding Certificate accompanied by a properly executed letter of transmittal (referred to in Section 2.9(c)), the holder shall receive the Per Share Amount applicable to the Shares represented thereby, without any interest thereon. If the Per Share Amount is to be made paid to a Person person other than the Person person in whose name the Certificate representing Shares surrendered in exchange therefor is registered, it shall be a condition to such Company Stock payment or exchange that such Certificate so surrendered is registered if such Company Stock Certificate shall be properly endorsed or otherwise be in proper form for transfer transfer, and that the Person person requesting such payment or exchange shall pay to the Paying Agent any transfer or other Taxes taxes required by reason of the transfer payment of such Per Share Amount to a person other than the registered holder of the Certificate surrendered, or such person shall establish to the reasonable satisfaction of Parent the Paying Agent that such Taxes have tax has been paid or are is not applicable. The Merger Consideration and Notwithstanding the foregoing, neither the Paying Agent nor any dividends party hereto shall be liable to a holder of Shares for any Per Share Amount or other distributions as are payable interest delivered to a public official pursuant to Section 1.8(c) shall be deemed to have been in full satisfaction of all rights pertaining to Company Capital Stock formerly represented by such Company Stock Certificates. (c) No dividends or other distributions declared or made with respect to Parent Common Stock with a record date on or after the Effective Time shall be paid to the holder of any unsurrendered Company Stock Certificate with respect to the shares of Parent Common Stock that such holder has the right to receive in the Merger until such holder surrenders such Company Stock Certificate or provides an affidavit of loss, theft or destruction in lieu thereof in accordance with this Section 1.8 together with a duly executed letter of transmittal and such other documents as may be reasonably required by the Exchange Agent or Parent (at which time (or, if later, on the applicable payment date) such holder shall be entitled, subject to the effect of applicable abandoned property, escheat or similar Laws, to receive all such dividends and distributions, without interest)laws. (db) Any portion Promptly following the date six months after the Effective Time, the Paying Agent shall return to the Surviving Corporation all cash in its possession relating to the transactions described in this Agreement, and the Paying Agent's duties shall terminate. Thereafter, each holder of a Certificate formerly representing Shares may surrender such Certificate to the Surviving Corporation and (subject to applicable abandoned property, escheat or similar laws) receive in exchange therefor the Per Share Amount applicable to the Shares represented thereby, without any interest thereon, but shall have no greater rights against the Surviving Corporation than may be accorded to general creditors of the Exchange Fund that remains undistributed to holders of Company Stock Certificates as of the date that is one (1) year after the Closing Date shall be delivered to Parent upon demand, and any holders of Company Stock Certificates who have not theretofore surrendered their Company Stock Certificates in accordance with this Section 1.8 shall thereafter look only to Parent for satisfaction of their claims for Parent Common Stock and any dividends or distributions with respect to shares of Parent Common StockSurviving Corporation under applicable law. (ec) No Party Promptly after the Effective Time, the Paying Agent shall mail to this Agreement shall be liable to any each record holder of any Company Stock Certificate or Certificates that immediately prior to any other Person with respect to any shares the Effective Time represented Shares a form of Parent Common Stock (or dividends or distributions with respect thereto) or letter of transmittal and instructions, approved by Parent, for any cash amounts delivered to any public official pursuant to any applicable abandoned property Law, escheat Law or similar Lawuse in surrendering such Certificates and receiving the Per Share Amount therefor. (f) All shares of Parent Common Stock issued pursuant to this Agreement shall bear a legend (and Parent will make a notation on its transfer books to such effect) prominently stamped or printed thereon or the substance of which will otherwise be reflected on the books and records of the transfer agent for Parent Common Stock with respect to book-entry shares, in each case reading substantially as follows: “THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THESE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT PURPOSES AND NOT WITH A VIEW TO RESALE IN CONNECTION WITH A DISTRIBUTION AND MAY NOT BE SOLD OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT FOR SUCH SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND APPLICABLE STATE SECURITIES LAWS, OR AN EXEMPTION FROM REGISTRATION UNDER SUCH ACT.”

Surrender of Certificates. (a) On or prior to the Merger Closing Date, Parent and the Company shall agree upon and select a reputable bank, transfer agent bank or trust company to act as exchange payment agent in the Merger (the “Exchange Payment Agent”). At or prior to the Effective Time, Parent shall deposit with the Exchange Payment Agent evidence of book-entry shares representing cash sufficient to pay the Parent Common Stock issuable aggregate Merger Consideration payable pursuant to Section 1.5(a)2.5. The Parent Common Stock cash amount so deposited with the Exchange Agent, together with any dividends or distributions received by the Exchange Payment Agent with respect to such shares, are is referred to collectively as the “Exchange Payment Fund.”” The Payment Agent will invest the funds included in the Payment Fund in the manner directed by Parent; provided, however, that such investments shall be in obligations of or guaranteed by the United States of America or any agency or instrumentality thereof and backed by the full faith and credit of the United States of America, in commercial paper obligations rated A-1 or P-1 or better by ▇▇▇▇▇’▇ Investors Service, Inc. or Standard & Poor’s Corporation, respectively, or in certificates of deposit, bank repurchase agreements or banker’s acceptances of commercial banks with capital exceeding $1 billion (based on the most recent financial statements of such bank that are then publicly available). Any interest or other income resulting from the investment of such funds shall be the property of Parent. (b) Promptly Within five (5) Business Days after the Effective Time, the Parties shall cause the Exchange Payment Agent to will mail to the Persons who were record holders of certificates previously representing any shares of Company Capital Common Stock outstanding immediately prior to the Effective Time (“Company Stock Certificates”) or book-entry shares immediately prior to the Effective Time (other than to holders of Dissenting Shares to the extent such holders do not also hold Shares that were converted into the right to receive the Merger Consideration: are not Dissenting Shares): (i) a letter of transmittal in customary form and containing such provisions as Parent may reasonably specify (including a provision confirming that delivery of Company Stock Certificates shall be effected, and risk of loss and title to Company Stock Certificates shall pass, only upon proper delivery of such Company Stock Certificates acceptable to the Exchange Agent)Company; and (ii) instructions for use in effecting the surrender of Company Stock Certificates in exchange for shares of Parent Common Stock. Holders of Company Preferred Stock shall surrender Company Stock Certificates representing the shares of Company Preferred Stock that were converted in connection with the Preferred Stock ConversionMerger Consideration. Upon surrender of a Company Stock Certificate to the Exchange Payment Agent for exchange, together with a duly completed and validly executed letter of transmittal or receipt of an “agent’s message” by the Payment Agent (or such other evidence, if any, of transfer to the Payment Agent as the Payment Agent may reasonably request) in the case of such book-entry shares, together with a duly completed and validly executed letter of transmittal and, in each case, such other documents as may be reasonably required by the Exchange Payment Agent or Parent (including a properly completed IRS Form W-9 or the appropriate version of IRS Form W-8, as applicable): Parent: (A) the holder of such Company Stock Certificate or book-entry share shall be entitled to receive in exchange therefor book-entry shares representing the Merger Consideration (in a number of whole shares of Parent Common Stock) that such holder has the right to receive pursuant to the provisions of Section 1.5(a)Consideration; and (B) the Company Stock Certificate so surrendered shall be canceled. Until surrendered as contemplated by this Section 1.8(b2.7 (b), each Company Stock Certificate or book entry share shall be deemed, from and after the Effective Time, to represent only the right to receive Merger Consideration as contemplated by Section 2.5. No interest shall be paid or accrued on the cash payable upon the surrender or transfer of any Company Stock Certificate or book-entry share. Payment of the applicable Merger Consideration with respect to book-entry shares of Parent Common Stock representing shall only be made to the Merger ConsiderationPerson in whose name such book-entry shares are registered. If any Company Stock Certificate shall have been lost, stolen or destroyed, Parent or the Payment Agent may, in its reasonable discretion and as a condition precedent to the delivery payment of any Merger Consideration with respect to the shares of Parent Company Common StockStock previously represented by such Company Stock Certificate, require the owner of such lost, stolen or destroyed Company Stock Certificate to provide an applicable appropriate affidavit and to deliver a bond in such reasonable amount as the Surviving Corporation may direct as indemnity against any claim that may be made against the Payment Agent, Parent or the Surviving Corporation with respect to such Company Stock Certificate that includes an obligation Certificate. Upon the making of such owner to indemnify Parent against any claim suffered by Parent related to affidavit and delivering such bond, the Payment Agent will issue, in exchange for such lost, stolen or destroyed Company Stock Certificate as Parent may reasonably request. In the event of a transfer of ownership of a Company Stock Certificate that is not registered in the transfer records of the CompanyCertificate, payment of the Merger Consideration may to be made to a Person other than the Person paid in whose name such Company Stock Certificate so surrendered is registered if such Company Stock Certificate shall be properly endorsed or otherwise be in proper form for transfer and the Person requesting such payment shall pay any transfer or other Taxes required by reason respect of the transfer or establish to the reasonable satisfaction shares of Parent that such Taxes have been paid or are not applicable. The Merger Consideration and any dividends or other distributions as are payable pursuant to Section 1.8(c) shall be deemed to have been in full satisfaction of all rights pertaining to Company Capital Common Stock formerly represented by such Company Stock CertificatesCertificate as contemplated under this Article II. (c) No dividends or other distributions declared or made with respect to Parent Common Stock with a record date on or after the Effective Time shall be paid to the holder of any unsurrendered Company Stock Certificate with respect to the shares of Parent Common Stock that such holder has the right to receive in the Merger until such holder surrenders such Company Stock Certificate or provides an affidavit of loss, theft or destruction in lieu thereof in accordance with this Section 1.8 together with a duly executed letter of transmittal and such other documents as may be reasonably required by the Exchange Agent or Parent (at which time (or, if later, on the applicable payment date) such holder shall be entitled, subject to the effect of applicable abandoned property, escheat or similar Laws, to receive all such dividends and distributions, without interest). (d) Any portion of the Exchange Payment Fund that remains unclaimed or undistributed to holders of Company Stock Certificates or book-entry shares as of the date that is one (1) year after the Merger Closing Date shall be delivered to Parent upon demand, and any holders of Company Stock Certificates (other than with respect to any Dissenting Shares) who have not theretofore surrendered their Company Stock Certificates or book-entry shares in accordance with this Section 1.8 2.7 prior to that time shall thereafter look only to Parent the Surviving Corporation (subject to abandoned property, escheat and other similar Legal Requirements) for satisfaction of their claims for Parent the Merger Consideration pursuant to this Section 2.7. Any amounts remaining unclaimed by holders of shares of Company Common Stock two (2) years after the Effective Time (or, if earlier, immediately prior to such time when the amounts would otherwise escheat to or become property of any Governmental Body) shall become, to the extent permitted by applicable Law, the property of the Surviving Corporation free and clear of any dividends claims or distributions with respect interest of any Person previously entitled thereto. Notwithstanding anything herein to shares of the contrary, neither Parent Common Stock. (e) No Party to this Agreement nor the Surviving Corporation shall be liable to any holder of any Company Stock Certificate or to any other Person with respect to any shares of Parent Common Stock (or dividends or distributions with respect thereto) or for any cash amounts Merger Consideration delivered to any public official pursuant to any applicable abandoned property Law, escheat Law or similar Law. (fd) All At the close of business on the day of the Effective Time, the stock transfer books of the Company with respect to the shares of Parent Company Common Stock issued pursuant to this Agreement shall bear a legend (be closed and Parent will make a notation on its transfer books to such effect) prominently stamped or printed thereon or the substance thereafter there shall be no further registration of which will otherwise be reflected transfers of shares of Company Common Stock on the books and records of the transfer agent for Parent Company. From and after the Effective Time, the holders of the shares of Company Common Stock outstanding immediately prior to the Effective Time shall cease to have any rights with respect to book-entry shares, in each case reading substantially such shares except as follows: “THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THESE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT PURPOSES AND NOT WITH A VIEW TO RESALE IN CONNECTION WITH A DISTRIBUTION AND MAY NOT BE SOLD OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT FOR SUCH SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND APPLICABLE STATE SECURITIES LAWS, OR AN EXEMPTION FROM REGISTRATION UNDER SUCH ACTotherwise provided herein or by applicable Law.”

Surrender of Certificates. (a) On or prior to the Closing Date, Parent and the Company shall agree upon and select a reputable bank, transfer agent bank or trust company to act as exchange payment agent in the Merger (the “Exchange Payment Agent”). At Promptly following the Effective Time, Parent shall deposit with the Exchange Payment Agent evidence of book-entry shares representing cash sufficient to pay the Parent Common Stock issuable Merger Consideration payable pursuant to Section 1.5(a)2.5. The Parent Common Stock cash amount so deposited with the Exchange Agent, together with any dividends or distributions received by the Exchange Payment Agent with respect to such shares, are is referred to collectively as the “Exchange Payment Fund.”” The Payment Agent will invest the funds included in the Payment Fund in the manner directed by Parent. Any interest or other income resulting from the investment of such funds shall be the property of Parent. (b) Promptly after following the Effective Time, Parent will direct the Parties shall cause the Exchange Payment Agent to mail to the Persons who were record holders of shares of Company Capital Stock that were converted into Certificates immediately prior to the right to receive the Merger ConsiderationEffective Time: (i) a letter of transmittal in customary form and containing such provisions as Parent may reasonably specify (including a provision confirming that delivery of Company Stock Certificates shall be effected, and risk of loss and title to Company Stock Certificates shall pass, only upon proper delivery of such Company Stock Certificates to the Exchange Agent)form; and (ii) instructions for use in effecting the surrender of Company Stock Certificates in exchange for shares of Parent Common Stock. Holders of Company Preferred Stock shall surrender Company Stock Certificates representing the shares of Company Preferred Stock that were converted in connection with the Preferred Stock ConversionMerger Consideration. Upon surrender of a Company Stock Certificate to the Exchange Payment Agent for exchange, together with a duly executed letter of transmittal and such other documents as may be reasonably required by the Exchange Payment Agent or Parent (including a properly completed IRS Form W-9 or the appropriate version of IRS Form W-8, as applicable): Parent: (A) the holder of such Company Stock Certificate shall be entitled to receive in exchange therefor book-entry shares representing the Merger Consideration (in a number of whole shares of Parent Common Stock) that such holder has the right to receive pursuant to the provisions of Section 1.5(a)Consideration; and (B) the Company Stock Certificate so surrendered shall be canceled. Until surrendered as contemplated by this Section 1.8(b2.8(b), each Company Stock Certificate shall be deemed, from and after the Effective Time, to represent only the right to receive book-entry shares of Parent Common Stock representing the Merger ConsiderationConsideration as contemplated by Section 2.5. If any Company Stock Certificate shall have been lost, stolen or destroyed, Parent or the Payment Agent may, in its reasonable discretion and as a condition precedent to the delivery payment of any Merger Consideration with respect to the shares of Parent Company Common StockStock previously represented by such Company Stock Certificate, require the owner of such lost, stolen or destroyed Company Stock Certificate to provide an applicable appropriate affidavit and to deliver a bond in such reasonable amount as the Surviving Corporation may direct as indemnity against any claim that may be made against the Payment Agent, Parent or the Surviving Corporation with respect to such Company Stock Certificate that includes an obligation of such owner to indemnify Parent against any claim suffered by Parent related to the lost, stolen or destroyed Company Stock Certificate as Parent may reasonably request. In the event of a transfer of ownership of a Company Stock Certificate that is not registered in the transfer records of the Company, payment of the Merger Consideration may be made to a Person other than the Person in whose name such Company Stock Certificate so surrendered is registered if such Company Stock Certificate shall be properly endorsed or otherwise be in proper form for transfer and the Person requesting such payment shall pay any transfer or other Taxes required by reason of the transfer or establish to the reasonable satisfaction of Parent that such Taxes have been paid or are not applicable. The Merger Consideration and any dividends or other distributions as are payable pursuant to Section 1.8(c) shall be deemed to have been in full satisfaction of all rights pertaining to Company Capital Stock formerly represented by such Company Stock CertificatesCertificate. (c) No dividends or other distributions declared or made with respect to Parent Common Stock with a record date on or after the Effective Time shall be paid to the holder of any unsurrendered Company Stock Certificate with respect to the shares of Parent Common Stock that such holder has the right to receive in the Merger until such holder surrenders such Company Stock Certificate or provides an affidavit of loss, theft or destruction in lieu thereof in accordance with this Section 1.8 together with a duly executed letter of transmittal and such other documents as may be reasonably required by the Exchange Agent or Parent (at which time (or, if later, on the applicable payment date) such holder shall be entitled, subject to the effect of applicable abandoned property, escheat or similar Laws, to receive all such dividends and distributions, without interest). (d) Any portion of the Exchange Payment Fund that remains undistributed to holders of Company Stock Certificates as of the date that is one (1) year after the Closing Date shall be delivered to Parent upon demand, and any holders of Company Stock Certificates who have not theretofore surrendered their Company Stock Certificates in accordance with this Section 1.8 2.8 shall thereafter look only to Parent Parent, as general creditors thereof, for satisfaction of their claims for the Merger Consideration. (d) Each of the Payment Agent, Parent Common and the Surviving Corporation shall be entitled to deduct and withhold from any consideration payable to any holder of any Company Stock and any dividends Certificate (in his or distributions with respect to shares her capacity as a holder of Parent Company Common Stock) such amounts as are required to be deducted or withheld from such consideration under the Code or any provision of state, local or foreign tax Law or under any other applicable Law. To the extent such amounts are so deducted or withheld, such amounts shall be treated for all purposes under this Agreement as having been paid to the Person to whom such amounts would otherwise have been paid. (e) No Party to this Agreement Neither the Payment Agent, Parent nor the Surviving Corporation shall be liable to any holder of any Company Stock Certificate or to any other Person with respect to any shares of Parent Common Stock (or dividends or distributions with respect thereto) or for any cash amounts Merger Consideration delivered to any public official pursuant to any applicable abandoned property Law, escheat Law or similar Law. (f) All shares of Parent Common Stock issued pursuant to this Agreement shall bear a legend (and Parent will make a notation on its transfer books to such effect) prominently stamped or printed thereon or the substance of which will otherwise be reflected on the books and records of the transfer agent for Parent Common Stock with respect to book-entry shares, in each case reading substantially as follows: “THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THESE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT PURPOSES AND NOT WITH A VIEW TO RESALE IN CONNECTION WITH A DISTRIBUTION AND MAY NOT BE SOLD OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT FOR SUCH SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND APPLICABLE STATE SECURITIES LAWS, OR AN EXEMPTION FROM REGISTRATION UNDER SUCH ACT.”

Surrender of Certificates. (a) On Concurrently with or prior to the Closing Date, Parent and the Company shall agree upon and select a reputable bank, transfer agent or trust company to act as exchange agent in the Merger (the “Exchange Agent”). At the Effective Time, Parent shall deposit with designate a bank or trust company located in the Exchange Agent evidence United States to act as paying agent (the "Paying Agent") for purposes of book-entry shares representing making the Parent Common Stock issuable pursuant to Section 1.5(a)cash payments contemplated hereby. The Parent Common Stock so deposited with the Exchange Agent, together with any dividends or distributions received by the Exchange Agent with respect to such shares, are referred to collectively As soon as the “Exchange Fund.” (b) Promptly practicable after the Effective Time, the Parties Parent shall cause the Exchange Paying Agent to mail and/or make available to the Persons who were record holders each holder of a certificate theretofore evidencing shares of Company Capital Common Stock that (other than those which were converted into held by any Subsidiary of the right to receive Corporation or in the Merger Consideration: treasury of the Corporation or which are held directly or indirectly by Parent or any direct or indirect subsidiary of Parent (iincluding Sub)) a notice and letter of transmittal in customary form advising such holder of the effectiveness of the Merger and containing such provisions as Parent may reasonably specify (including a provision confirming that delivery of Company Stock Certificates shall be effected, and risk of loss and title to Company Stock Certificates shall pass, only upon proper delivery of such Company Stock Certificates the procedure for surrendering to the Exchange Agent); and Paying Agent such certificate or certificates which immediately prior to the Effective Time represented outstanding Common Stock (iithe "Certificates") instructions for effecting the surrender of Company Stock Certificates in exchange for shares of Parent Common Stock. Holders of Company Preferred Stock shall surrender Company Stock Certificates representing the shares of Company Preferred Stock that were converted Merger Consideration deliverable in connection with the Preferred Stock Conversionrespect thereof pursuant to this Article II. Upon the surrender of a Company Stock Certificate for cancellation to the Exchange Paying Agent for exchangeof such Certificates, together with a letter of transmittal, duly executed and completed in accordance with the instructions thereon, and any other items specified by the letter of transmittal and such other documents as may be reasonably required by transmittal, the Exchange Paying Agent or Parent (including a properly completed IRS Form W-9 or shall promptly pay to the appropriate version of IRS Form W-8, as applicable): (A) the holder of such Company Stock Certificate shall be Person entitled to receive in exchange therefor book-entry shares representing thereto the Merger Consideration (deliverable in a number of whole shares of Parent Common Stock) that such holder has the right to receive pursuant to the provisions of Section 1.5(a); and (B) the Company Stock Certificate so surrendered shall be canceledrespect thereto. Until surrendered as contemplated by this Section 1.8(b)so surrendered, each Company Stock Certificate shall be deemed, from and after the Effective Timefor all corporate purposes, to represent evidence only the right to receive book-entry shares of Parent Common Stock representing upon such surrender the Merger ConsiderationConsideration deliverable in respect thereof to which such Person is entitled pursuant to this Article II. No interest shall be paid or accrued in respect of such cash payments. (b) If the Merger Consideration (or any Company Stock portion thereof) is to be delivered to a Person other than the Person in whose name the Certificate surrendered in exchange therefor are registered, it shall be a condition to the payment of the Merger Consideration that the Certificates so surrendered shall be properly endorsed or accompanied by appropriate stock powers and otherwise in proper form for transfer, that such transfer otherwise be proper and that the Person requesting such transfer pay to the Paying Agent any transfer or other taxes payable by reason of the foregoing or establish to the satisfaction of the Paying Agent that such taxes have been paid or are not required to be paid. (c) In the event any Certificate shall have been lost, stolen or destroyed, Parent mayupon the making of an affidavit of that fact by the Person claiming such Certificate to be lost, stolen or destroyed, the Paying Agent will issue in its reasonable discretion and exchange for such lost, stolen or destroyed Certificate the Merger Consideration deliverable in respect thereof as determined in accordance with this Article II, provided that, the Person to whom the Merger Consideration is paid shall, as a condition precedent to the delivery of payment thereof, give the Surviving Corporation a bond in such sum as it may direct or otherwise indemnify the Surviving Corporation in a manner satisfactory to it against any shares of Parent Common Stock, require claim that may be made against the owner of such Surviving Corporation with respect to the Certificate claimed to have been lost, stolen or destroyed Company Stock Certificate to provide an applicable affidavit with respect to such Company Stock Certificate that includes an obligation of such owner to indemnify Parent against any claim suffered by Parent related to the lost, stolen or destroyed Company Stock Certificate as Parent may reasonably request. In the event of a transfer of ownership of a Company Stock Certificate that is not registered in the transfer records of the Company, payment of the Merger Consideration may be made to a Person other than the Person in whose name such Company Stock Certificate so surrendered is registered if such Company Stock Certificate shall be properly endorsed or otherwise be in proper form for transfer and the Person requesting such payment shall pay any transfer or other Taxes required by reason of the transfer or establish to the reasonable satisfaction of Parent that such Taxes have been paid or are not applicable. The Merger Consideration and any dividends or other distributions as are payable pursuant to Section 1.8(c) shall be deemed to have been in full satisfaction of all rights pertaining to Company Capital Stock formerly represented by such Company Stock Certificatesdestroyed. (c) No dividends or other distributions declared or made with respect to Parent Common Stock with a record date on or after the Effective Time shall be paid to the holder of any unsurrendered Company Stock Certificate with respect to the shares of Parent Common Stock that such holder has the right to receive in the Merger until such holder surrenders such Company Stock Certificate or provides an affidavit of loss, theft or destruction in lieu thereof in accordance with this Section 1.8 together with a duly executed letter of transmittal and such other documents as may be reasonably required by the Exchange Agent or Parent (at which time (or, if later, on the applicable payment date) such holder shall be entitled, subject to the effect of applicable abandoned property, escheat or similar Laws, to receive all such dividends and distributions, without interest). (d) Any portion of the Exchange Fund that remains undistributed to holders of Company Stock Certificates as of the date that is one (1) year after the Closing Date shall be delivered to Parent upon demand, and any holders of Company Stock Certificates who have not theretofore surrendered their Company Stock Certificates in accordance with this Section 1.8 shall thereafter look only to Parent for satisfaction of their claims for Parent Common Stock and any dividends or distributions with respect to shares of Parent Common Stock. (e) No Party to this Agreement shall be liable to any holder of any Company Stock Certificate or to any other Person with respect to any shares of Parent Common Stock (or dividends or distributions with respect thereto) or for any cash amounts delivered to any public official pursuant to any applicable abandoned property Law, escheat Law or similar Law. (f) All shares of Parent Common Stock issued pursuant to this Agreement shall bear a legend (and Parent will make a notation on its transfer books to such effect) prominently stamped or printed thereon or the substance of which will otherwise be reflected on the books and records of the transfer agent for Parent Common Stock with respect to book-entry shares, in each case reading substantially as follows: “THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THESE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT PURPOSES AND NOT WITH A VIEW TO RESALE IN CONNECTION WITH A DISTRIBUTION AND MAY NOT BE SOLD OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT FOR SUCH SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND APPLICABLE STATE SECURITIES LAWS, OR AN EXEMPTION FROM REGISTRATION UNDER SUCH ACT.”

Surrender of Certificates. (a) On or prior to As soon as practicable after the Closing Datedate of this Agreement, Parent and the Company shall agree upon and select will mail or will cause to be mailed to each record holder of Certificates, a reputable bank, transfer agent or trust company to act as exchange agent letter of transmittal substantially in the Merger form attached hereto as Exhibit D (the “Exchange AgentLetter of Transmittal”). At , which shall specify that delivery shall be effected only upon proper surrender of the Effective Time, Parent shall deposit with the Exchange Agent evidence of book-entry shares representing the Parent Common Stock issuable pursuant to Section 1.5(a). The Parent Common Stock so deposited with the Exchange Agent, Certificates together with such Letter of Transmittal properly completed, duly executed and delivered to the Stockholders’ Representative, and instructions for use in surrendering such Certificates and receiving the portion of the Merger Consideration, if any dividends or distributions received by in respect of the Exchange Agent with respect Common Shares evidenced thereby. Until so surrendered, each such Certificate shall represent solely the right to such shares, are referred receive the portion of the Merger Consideration relating to collectively as the “Exchange FundCommon Shares represented thereby.” (b) Promptly The Stockholders’ Representative shall act as exchange and paying agent in effecting the exchange of the Merger Consideration for the Certificates held by any Stockholder at the Closing. (c) Notwithstanding anything to the contrary in this Agreement, no payments shall be made hereunder to any Stockholder unless and until such Stockholder has complied with this Section 1.16. Any amounts otherwise payable to any Stockholder who has not complied with this Section 1.16 (including any amounts that may become payable in accordance with Section 6.02(b)) shall instead be retained by, or distributed to, the Stockholders’ Representative or its designee for payment to such Stockholder following compliance with this Section 1.16. The Stockholders’ Representative or its designee shall pay such amounts to such Stockholder within five (5) business days following receipt by the Stockholders’ Representative of such Stockholder’s Certificate(s) and a duly executed Letter of Transmittal. Surrendered Certificates shall be delivered within five (5) business days by the Stockholders’ Representative to the Surviving Company and then cancelled by the Surviving Company. (d) From and after the Effective Time, the Parties stock ownership ledger of the Company shall cause be closed and there shall be no further registration of transfers on the Exchange Agent to mail ledgers of the Surviving Company of any equity securities of the Company that were outstanding immediately prior to the Persons who were record holders of shares of Company Capital Stock that were converted into the right to receive the Merger Consideration: (i) a letter of transmittal in customary form and containing such provisions as Parent may reasonably specify (including a provision confirming that delivery of Company Stock Certificates shall be effectedEffective Time. If, and risk of loss and title to Company Stock Certificates shall pass, only upon proper delivery of such Company Stock Certificates to the Exchange Agent); and (ii) instructions for effecting the surrender of Company Stock Certificates in exchange for shares of Parent Common Stock. Holders of Company Preferred Stock shall surrender Company Stock Certificates representing the shares of Company Preferred Stock that were converted in connection with the Preferred Stock Conversion. Upon surrender of a Company Stock Certificate to the Exchange Agent for exchange, together with a duly executed letter of transmittal and such other documents as may be reasonably required by the Exchange Agent or Parent (including a properly completed IRS Form W-9 or the appropriate version of IRS Form W-8, as applicable): (A) the holder of such Company Stock Certificate shall be entitled to receive in exchange therefor book-entry shares representing the Merger Consideration (in a number of whole shares of Parent Common Stock) that such holder has the right to receive pursuant to the provisions of Section 1.5(a); and (B) the Company Stock Certificate so surrendered shall be canceled. Until surrendered as contemplated by this Section 1.8(b), each Company Stock Certificate shall be deemed, from and after the Effective Time, Certificates formerly representing Common Shares are presented to represent only the right Surviving Company or the Stockholders’ Representative, they shall be surrendered and canceled as provided in this ARTICLE I. (e) No interest shall accrue or be paid on the cash payable upon the delivery of Certificates or Letters of Transmittal. Neither the Stockholders’ Representative nor the Surviving Company or any other party hereto shall be liable to receive book-entry shares of Parent Common Stock representing a Stockholder for any cash or interest thereon delivered to a public official pursuant to any applicable abandoned property, escheat or similar laws. (f) In the Merger Consideration. If event that any Company Stock Certificate shall have been lost, stolen or destroyed, Parent mayupon the making of an affidavit of that fact by the Person claiming such Certificate to be lost, stolen or destroyed, and the execution and delivery to the Surviving Company by such Person of an indemnity agreement in form and substance reasonably satisfactory to Purchaser, the Stockholders’ Representative will issue, or will cause to be issued, in its reasonable discretion and as a condition precedent to the delivery of any shares of Parent Common Stock, require the owner of exchange for such lost, stolen or destroyed Company Stock Certificate to provide an applicable affidavit the payments with respect to such Company Stock Certificate that includes an obligation of to which such owner to indemnify Parent against any claim suffered by Parent related to the lost, stolen or destroyed Company Stock Certificate as Parent may reasonably request. In the event of a transfer of ownership of a Company Stock Certificate that Person is not registered in the transfer records of the Company, payment of the Merger Consideration may be made to a Person other than the Person in whose name such Company Stock Certificate so surrendered is registered if such Company Stock Certificate shall be properly endorsed or otherwise be in proper form for transfer and the Person requesting such payment shall pay any transfer or other Taxes required by reason of the transfer or establish to the reasonable satisfaction of Parent that such Taxes have been paid or are not applicable. The Merger Consideration and any dividends or other distributions as are payable pursuant to Section 1.8(c) shall be deemed to have been in full satisfaction of all rights pertaining to Company Capital Stock formerly represented by such Company Stock Certificates. (c) No dividends or other distributions declared or made with respect to Parent Common Stock with a record date on or after the Effective Time shall be paid to the holder of any unsurrendered Company Stock Certificate with respect to the shares of Parent Common Stock that such holder has the right to receive in the Merger until such holder surrenders such Company Stock Certificate or provides an affidavit of loss, theft or destruction in lieu thereof in accordance with this Section 1.8 together with a duly executed letter of transmittal and such other documents as may be reasonably required by the Exchange Agent or Parent (at which time (or, if later, on the applicable payment date) such holder shall be entitled, subject to the effect of applicable abandoned property, escheat or similar Laws, to receive all such dividends and distributions, without interest). (d) Any portion of the Exchange Fund that remains undistributed to holders of Company Stock Certificates as of the date that is one (1) year after the Closing Date shall be delivered to Parent upon demand, and any holders of Company Stock Certificates who have not theretofore surrendered their Company Stock Certificates in accordance with this Section 1.8 shall thereafter look only to Parent for satisfaction of their claims for Parent Common Stock and any dividends or distributions with respect to shares of Parent Common Stock. (e) No Party to this Agreement shall be liable to any holder of any Company Stock Certificate or to any other Person with respect to any shares of Parent Common Stock (or dividends or distributions with respect thereto) or for any cash amounts delivered to any public official pursuant to any applicable abandoned property Law, escheat Law or similar Law. (f) All shares of Parent Common Stock issued entitled pursuant to this Agreement shall bear a legend (and Parent will make a notation on its transfer books to such effect) prominently stamped or printed thereon or the substance of which will otherwise be reflected on the books and records of the transfer agent for Parent Common Stock with respect to book-entry shares, in each case reading substantially as follows: “THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THESE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT PURPOSES AND NOT WITH A VIEW TO RESALE IN CONNECTION WITH A DISTRIBUTION AND MAY NOT BE SOLD OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT FOR SUCH SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND APPLICABLE STATE SECURITIES LAWS, OR AN EXEMPTION FROM REGISTRATION UNDER SUCH ACT.”ARTICLE I.

Surrender of Certificates. (a) On Before any holder of applicable Preferred Shares shall be entitled for redemption under the provisions of this Section 8.7(a), such holder shall surrender his or prior her certificate or certificates representing such Preferred Shares to be redeemed to the Closing DateCompany in the manner and at the place designated by the Company for that purpose, Parent and the Company applicable Redemption Price shall agree upon be payable on the Redemption Date to the order of the person whose name appears on such certificate or certificates as the owner of such shares and select each such certificate shall be cancelled on the Redemption Date. In the event less than all the shares represented by any such certificate are redeemed (notwithstanding the issuance of a reputable bank, transfer agent or trust company to act as exchange agent in the Merger (the “Exchange Agent”). At the Effective Time, Parent shall deposit with the Exchange Agent evidence of book-entry shares representing the Parent Common Stock issuable promissory note pursuant to Section 1.5(a8.7). The Parent Common Stock so deposited with , a new certificate shall be promptly issued representing the Exchange Agent, together with any dividends or distributions received by the Exchange Agent with respect to such unredeemed shares, are referred provided that upon full payment of the principal and accrued interest under the promissory note pursuant to collectively as Section 8.7, any such new certificate representing the “Exchange Fund.” (b) Promptly after the Effective Time, the Parties unredeemed shares shall cause the Exchange Agent to mail be surrendered to the Persons who were record Company and cancelled. Unless there has been a default in payment of the applicable Redemption Price, upon cancellation of the certificate representing such Preferred Shares to be redeemed, all dividends on such Preferred Shares designated for redemption on the Redemption Date shall cease to accrue and all rights of the holders of shares of Company Capital Stock that were converted into thereof, except the right to receive the Merger Consideration: (i) a letter of transmittal in customary form and containing such provisions as Parent may reasonably specify applicable Redemption Price thereof (including a provision confirming that delivery of Company Stock Certificates shall be effected, all accrued and risk of loss and title to Company Stock Certificates shall pass, only upon proper delivery of such Company Stock Certificates unpaid dividend up to the Exchange Agentrelevant Redemption Date); , without interest, shall cease and (ii) instructions for effecting the surrender of Company Stock Certificates in exchange for terminate and such Preferred Shares shall cease to be issued shares of Parent Common Stockthe Company. Holders of If the Company fails to redeem any Preferred Stock Shares for which redemption is requested, then during the period from the Redemption Date through the date on which such Preferred Shares are actually redeemed and the applicable Redemption Price is actually made, in full, such Preferred Shares shall surrender Company Stock Certificates representing the shares of Company Preferred Stock that were converted in connection with the Preferred Stock Conversion. Upon surrender of a Company Stock Certificate continue to the Exchange Agent for exchange, together with a duly executed letter of transmittal be issued and such other documents as may be reasonably required by the Exchange Agent or Parent (including a properly completed IRS Form W-9 or the appropriate version of IRS Form W-8, as applicable): (A) the holder of such Company Stock Certificate shall outstanding and be entitled to receive all rights and preferences of Preferred Shares. After payment in exchange therefor book-entry shares representing full of the Merger Consideration (in a number aggregate applicable Redemption Price for all issued and outstanding Preferred Shares, all rights of whole shares the holders thereof as shareholders of Parent Common Stock) that such holder has the right to receive pursuant to the provisions of Section 1.5(a); and (B) the Company Stock Certificate so surrendered shall cease and terminate and such Preferred Shares shall be canceled. Until surrendered as contemplated by this Section 1.8(b), each Company Stock Certificate shall be deemed, from and after the Effective Time, to represent only the right to receive book-entry shares of Parent Common Stock representing the Merger Consideration. If any Company Stock Certificate shall have been lost, stolen or destroyed, Parent may, in its reasonable discretion and as a condition precedent to the delivery of any shares of Parent Common Stock, require the owner of such lost, stolen or destroyed Company Stock Certificate to provide an applicable affidavit with respect to such Company Stock Certificate that includes an obligation of such owner to indemnify Parent against any claim suffered by Parent related to the lost, stolen or destroyed Company Stock Certificate as Parent may reasonably request. In the event of a transfer of ownership of a Company Stock Certificate that is not registered in the transfer records of the Company, payment of the Merger Consideration may be made to a Person other than the Person in whose name such Company Stock Certificate so surrendered is registered if such Company Stock Certificate shall be properly endorsed or otherwise be in proper form for transfer and the Person requesting such payment shall pay any transfer or other Taxes required by reason of the transfer or establish to the reasonable satisfaction of Parent that such Taxes have been paid or are not applicable. The Merger Consideration and any dividends or other distributions as are payable pursuant to Section 1.8(c) shall be deemed to have been in full satisfaction of all rights pertaining to Company Capital Stock formerly represented by such Company Stock Certificatescancelled. (c) No dividends or other distributions declared or made with respect to Parent Common Stock with a record date on or after the Effective Time shall be paid to the holder of any unsurrendered Company Stock Certificate with respect to the shares of Parent Common Stock that such holder has the right to receive in the Merger until such holder surrenders such Company Stock Certificate or provides an affidavit of loss, theft or destruction in lieu thereof in accordance with this Section 1.8 together with a duly executed letter of transmittal and such other documents as may be reasonably required by the Exchange Agent or Parent (at which time (or, if later, on the applicable payment date) such holder shall be entitled, subject to the effect of applicable abandoned property, escheat or similar Laws, to receive all such dividends and distributions, without interest). (d) Any portion of the Exchange Fund that remains undistributed to holders of Company Stock Certificates as of the date that is one (1) year after the Closing Date shall be delivered to Parent upon demand, and any holders of Company Stock Certificates who have not theretofore surrendered their Company Stock Certificates in accordance with this Section 1.8 shall thereafter look only to Parent for satisfaction of their claims for Parent Common Stock and any dividends or distributions with respect to shares of Parent Common Stock. (e) No Party to this Agreement shall be liable to any holder of any Company Stock Certificate or to any other Person with respect to any shares of Parent Common Stock (or dividends or distributions with respect thereto) or for any cash amounts delivered to any public official pursuant to any applicable abandoned property Law, escheat Law or similar Law. (f) All shares of Parent Common Stock issued pursuant to this Agreement shall bear a legend (and Parent will make a notation on its transfer books to such effect) prominently stamped or printed thereon or the substance of which will otherwise be reflected on the books and records of the transfer agent for Parent Common Stock with respect to book-entry shares, in each case reading substantially as follows: “THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THESE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT PURPOSES AND NOT WITH A VIEW TO RESALE IN CONNECTION WITH A DISTRIBUTION AND MAY NOT BE SOLD OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT FOR SUCH SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND APPLICABLE STATE SECURITIES LAWS, OR AN EXEMPTION FROM REGISTRATION UNDER SUCH ACT.”

Surrender of Certificates. (a) On or prior to the Closing Date, Parent Invitae and the Company CombiMatrix shall agree upon and select a reputable bank, transfer agent or trust company to act as exchange agent in the Merger (the “Exchange Agent”). At the Effective Time, Parent Invitae shall deposit with the Exchange Agent evidence Agent: (i) the aggregate number of book-entry shares representing the Parent Common Stock Merger Consideration issuable to CombiMatrix stockholders pursuant to Section 1.5(a) and (ii) cash sufficient to make payments in lieu of fractional shares in accordance with Section 1.5(c). The Parent book-entry shares of Invitae Common Stock and cash amounts so deposited with the Exchange Agent, together with any dividends or distributions received by the Exchange Agent with respect to such shares, are referred to collectively as the “Exchange Fund.” (b) At or before the Effective Time, CombiMatrix will deliver to Invitae a true, complete and accurate listing of all record holders of CombiMatrix Capital Stock at the Effective Time, including the number and class of shares of CombiMatrix Capital Stock held by such record holder, and the number of shares of Invitae Common Stock such record holder is entitled to receive pursuant to Section 1.5. Promptly after the Effective Time, the Parties shall cause the Exchange Agent to mail to the Persons who were record holders of shares of Company Capital CombiMatrix Stock that were converted into Certificates immediately prior to the right to receive the Merger ConsiderationEffective Time: (i) a letter of transmittal in customary form and containing such provisions as Parent Invitae may reasonably specify (including a provision confirming that delivery of Company CombiMatrix Stock Certificates shall be effected, and risk of loss and title to Company CombiMatrix Stock Certificates shall pass, only upon proper delivery of such Company CombiMatrix Stock Certificates to the Exchange Agent); and (ii) instructions for effecting the surrender of Company CombiMatrix Stock Certificates in exchange for shares of Parent certificates representing Invitae Common Stock. Holders of Company Preferred Stock shall surrender Company Stock Certificates representing the shares of Company Preferred Stock that were converted in connection with the Preferred Stock Conversion. Upon surrender of a Company CombiMatrix Stock Certificate to the Exchange Agent for exchange, together with a duly executed letter of transmittal and such other documents as may be reasonably required by the Exchange Agent or Parent (including a properly completed IRS Form W-9 or the appropriate version of IRS Form W-8, as applicable): Invitae: (A) the holder of such Company CombiMatrix Stock Certificate shall be entitled to receive in exchange therefor book-entry shares a certificate representing the Merger Consideration (in a number of whole shares of Parent Invitae Common Stock) Stock that such holder has the right to receive pursuant to the provisions of Section 1.5(a) (and cash in lieu of any fractional share of Invitae Common Stock pursuant to the provisions of Section 1.5(c)); and (B) the Company CombiMatrix Stock Certificate so surrendered shall be canceled. Until surrendered as contemplated by this Section 1.8(b), each Company CombiMatrix Stock Certificate shall be deemed, from and after the Effective Time, to represent only the right to receive book-entry shares of Parent Invitae Common Stock representing the Merger Consideration(and cash in lieu of any fractional share of Invitae Common Stock). If any Company CombiMatrix Stock Certificate shall have been lost, stolen or destroyed, Parent Invitae may, in its reasonable discretion and as a condition precedent to the delivery of any shares of Parent Invitae Common Stock, require the owner of such lost, stolen or destroyed Company CombiMatrix Stock Certificate to provide an applicable affidavit with respect to such Company CombiMatrix Stock Certificate that includes an obligation of such owner to indemnify Parent and post a bond indemnifying Invitae against any claim suffered by Parent Invitae related to the lost, stolen or destroyed Company CombiMatrix Stock Certificate or any Invitae Common Stock issued in exchange therefor as Parent Invitae may reasonably request. In the event of a transfer of ownership of a Company Stock Certificate that is not registered in the transfer records of the Company, payment of the Merger Consideration may be made to a Person other than the Person in whose name such Company Stock Certificate so surrendered is registered if such Company Stock Certificate shall be properly endorsed or otherwise be in proper form for transfer and the Person requesting such payment shall pay any transfer or other Taxes required by reason of the transfer or establish to the reasonable satisfaction of Parent that such Taxes have been paid or are not applicable. The Merger Consideration and any dividends or other distributions as are payable pursuant to Section 1.8(c) shall be deemed to have been in full satisfaction of all rights pertaining to Company Capital Stock formerly represented by such Company Stock Certificates. (c) No dividends or other distributions declared or made with respect to Parent Invitae Common Stock with a record date on or after the Effective Time shall be paid to the holder of any unsurrendered Company CombiMatrix Stock Certificate with respect to the shares of Parent Invitae Common Stock that such holder has the right to receive in the Merger until such holder surrenders such Company CombiMatrix Stock Certificate or provides an affidavit of loss, theft loss or destruction in lieu thereof in accordance with this Section 1.8 together with a duly executed letter of transmittal and such other documents as may be reasonably required by the Exchange Agent or Parent (at which time (or, if later, on the applicable payment date) such holder shall be entitled, subject to the effect of applicable abandoned property, escheat or similar Lawslaws, to receive all such dividends and distributions, without interest). (d) Any portion of the Exchange Fund that remains undistributed to holders of Company CombiMatrix Stock Certificates as of the date that is one (1) year 180 days after the Closing Date shall be delivered to Parent Invitae upon demand, and any holders of Company CombiMatrix Stock Certificates who have not theretofore surrendered their Company CombiMatrix Stock Certificates in accordance with this Section 1.8 shall thereafter look only to Parent Invitae for satisfaction of their claims for Parent Invitae Common Stock, cash in lieu of fractional shares of Invitae Common Stock and any dividends or distributions with respect to shares of Parent Invitae Common Stock. (e) No Party Each of the Exchange Agent, Invitae and the Surviving Corporation shall be entitled to deduct and withhold from any consideration deliverable pursuant to this Agreement such amounts as are required to be deducted or withheld from such consideration under the Code or under any other applicable Legal Requirement and shall be entitled to request any reasonably appropriate Tax forms, including Form W-9 (or the appropriate Form W-8, as applicable), from any recipient of payments hereunder. To the extent such amounts are so deducted or withheld, and remitted to the appropriate taxing authority, such amounts shall be treated for all purposes under this Agreement as having been paid to the Person to whom such amounts would otherwise have been paid. (f) No Party shall be liable to any holder of any Company CombiMatrix Stock Certificate or to any other Person with respect to any shares of Parent Invitae Common Stock (or dividends or distributions with respect thereto) or for any cash amounts delivered to any public official pursuant to any applicable abandoned property Lawlaw, escheat Law law or similar LawLegal Requirement. (f) All shares of Parent Common Stock issued pursuant to this Agreement shall bear a legend (and Parent will make a notation on its transfer books to such effect) prominently stamped or printed thereon or the substance of which will otherwise be reflected on the books and records of the transfer agent for Parent Common Stock with respect to book-entry shares, in each case reading substantially as follows: “THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THESE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT PURPOSES AND NOT WITH A VIEW TO RESALE IN CONNECTION WITH A DISTRIBUTION AND MAY NOT BE SOLD OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT FOR SUCH SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND APPLICABLE STATE SECURITIES LAWS, OR AN EXEMPTION FROM REGISTRATION UNDER SUCH ACT.”

Surrender of Certificates. As soon as practicable after the Effective Time but in no event later than five (a5) On or prior business days following the Effective Time a firm selected by Bancorp and reasonably acceptable to the Closing Date, Parent and the Company shall agree upon and select a reputable bank, transfer agent or trust company to act as exchange agent in the Merger FMS (the “Exchange Agent”). At the Effective Time, Parent shall deposit pursuant to documentation reasonably acceptable to Bancorp and FMS consistent with the Exchange Agent evidence terms hereof, shall mail to each holder of book-entry shares representing the Parent Common Stock issuable pursuant to Section 1.5(a). The Parent Common Stock so deposited with the Exchange Agent, record of a Certificate who did not previously submit a properly completed Election Form together with any dividends or distributions received by the Exchange Agent with respect to such shares, are referred to collectively as the “Exchange Fund.” (b) Promptly after the Effective Time, the Parties shall cause the Exchange Agent to mail duly executed transmittal materials prior to the Persons who were record holders of shares of Company Capital Stock that were converted into the right to receive the Merger Consideration: Election Deadline: (i) a form letter of transmittal in customary form and containing such provisions as Parent may reasonably which shall specify (including a provision confirming that delivery of Company Stock Certificates shall be effected, and risk of loss and title to Company Stock the Certificates shall pass, only upon proper delivery of such Company Stock the Certificates (or a lost certificate affidavit and bond in a form reasonably acceptable to the Exchange Agent) to the Exchange Agent; and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the Merger Consideration (in the form or forms determined in accordance with the provisions of Section 2.5). Upon surrender of a Certificate for cancellation to the Exchange Agent) or a lost certificate affidavit and bond in a form reasonably acceptable to the Exchange Agent); and (ii) instructions for effecting the surrender of Company Stock Certificates in exchange for shares of Parent Common Stock. Holders of Company Preferred Stock shall surrender Company Stock Certificates representing the shares of Company Preferred Stock that were converted in connection with the Preferred Stock Conversion. Upon surrender of a Company Stock Certificate to the Exchange Agent for exchange, together with a duly executed such letter of transmittal and such other documents as may be reasonably required by the Exchange Agent or Parent (including a properly completed IRS Form W-9 or the appropriate version of IRS Form W-8transmittal, as applicable): (A) duly executed, the holder of such Company Stock Certificate shall be entitled to receive receive, in exchange therefor book-entry shares representing therfor, (i) a certificate evidencing the Merger Consideration (in a whole number of whole shares of Parent Bancorp Common Stock) that such holder has Stock into which the right to receive shares of FMS Common Stock theretofore represented by the Certificate so surrendered, shall have been converted pursuant to the provisions of Section 1.5(a2.5, if any, plus (ii) a check for the aggregate amount of cash, without interest, which such holder would be entitled to receive pursuant to Section 2.5, if any, including any cash amount payable in lieu of fractional shares in accordance with Section 2.6(c); and . Certificates so surrendered shall be cancelled. Bancorp shall direct the Exchange Agent to make such deliveries within five (B5) business days of the Company receipt of all required documentation. If any Bancorp Common Stock to be exchanged for shares of FMS Common Stock is to be delivered in a name other than that in which the Certificate surrendered for exchange is registered, it shall be a condition to the exchange that the Certificate so surrendered shall be canceled. Until surrendered as contemplated by this Section 1.8(b)properly endorsed or otherwise in proper form for transfer, each Company Stock Certificate that all signatures shall be deemedguaranteed by a member firm of any national securities exchange in the United States or the National Association of Securities Dealers, from Inc., or by a commercial bank or trust company or other financial institution acceptable to Bancorp having an office in the United States, and that the person requesting the payment shall either (a) pay to the Exchange Agent any transfer or other taxes required by reason of the payment to a person other than the registered holder of the Certificate surrendered, or (b) establish to the satisfaction of the Exchange Agent that such taxes have been paid or are not payable. From and after the Effective Time, to represent only there shall be no transfers on the right to receive book-entry shares stock transfer books of Parent Common Stock representing the Merger Consideration. If any Company Stock Certificate shall have been lost, stolen or destroyed, Parent may, in its reasonable discretion and as a condition precedent to the delivery FMS of any shares of Parent FMS Common Stock, require the owner of such lost, stolen or destroyed Company Stock Certificate to provide an applicable affidavit with respect to such Company Stock Certificate that includes an obligation of such owner to indemnify Parent against any claim suffered by Parent related outstanding immediately prior to the lost, stolen or destroyed Company Effective Time and any such shares of FMS Common Stock Certificate as Parent may reasonably request. In presented to the event of a transfer of ownership of a Company Stock Certificate that is not registered Exchange Agent shall be cancelled in the transfer records of the Company, payment of exchange for the Merger Consideration may be made to a Person other than the Person in whose name such Company Stock Certificate so surrendered is registered if such Company Stock Certificate shall be properly endorsed or otherwise be in proper form for transfer and the Person requesting such payment shall pay any transfer or other Taxes required by reason of the transfer or establish to the reasonable satisfaction of Parent that such Taxes have been paid or are not applicable. The Merger Consideration and any dividends or other distributions as are payable pursuant to Section 1.8(c) shall be deemed to have been in full satisfaction of all rights pertaining to Company Capital Stock formerly represented by such Company Stock Certificates. (c) No dividends or other distributions declared or made with respect to Parent Common Stock with a record date on or after the Effective Time shall be paid to the holder of any unsurrendered Company Stock Certificate with respect to the shares of Parent Common Stock that such holder has the right to receive thereto as provided in the Merger until such holder surrenders such Company Stock Certificate or provides an affidavit of loss, theft or destruction in lieu thereof in accordance with this Section 1.8 together with a duly executed letter of transmittal and such other documents as may be reasonably required by the Exchange Agent or Parent (at which time (or, if later, on the applicable payment date) such holder shall be entitled, subject to the effect of applicable abandoned property, escheat or similar Laws, to receive all such dividends and distributions, without interest)2.5 above. (d) Any portion of the Exchange Fund that remains undistributed to holders of Company Stock Certificates as of the date that is one (1) year after the Closing Date shall be delivered to Parent upon demand, and any holders of Company Stock Certificates who have not theretofore surrendered their Company Stock Certificates in accordance with this Section 1.8 shall thereafter look only to Parent for satisfaction of their claims for Parent Common Stock and any dividends or distributions with respect to shares of Parent Common Stock. (e) No Party to this Agreement shall be liable to any holder of any Company Stock Certificate or to any other Person with respect to any shares of Parent Common Stock (or dividends or distributions with respect thereto) or for any cash amounts delivered to any public official pursuant to any applicable abandoned property Law, escheat Law or similar Law. (f) All shares of Parent Common Stock issued pursuant to this Agreement shall bear a legend (and Parent will make a notation on its transfer books to such effect) prominently stamped or printed thereon or the substance of which will otherwise be reflected on the books and records of the transfer agent for Parent Common Stock with respect to book-entry shares, in each case reading substantially as follows: “THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THESE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT PURPOSES AND NOT WITH A VIEW TO RESALE IN CONNECTION WITH A DISTRIBUTION AND MAY NOT BE SOLD OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT FOR SUCH SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND APPLICABLE STATE SECURITIES LAWS, OR AN EXEMPTION FROM REGISTRATION UNDER SUCH ACT.”

Surrender of Certificates. (a) On or prior to the Closing Date, Parent Meerkat and the Company shall agree upon and select a reputable bank, transfer agent or trust company to act as exchange agent in the Merger (the “Exchange Agent”). At the Effective Time, Parent Meerkat shall deposit with the Exchange Agent Agent: (i) evidence of book-entry shares representing the Parent Meerkat Common Stock issuable pursuant to Section 1.5(a) and (ii) cash sufficient to make payments in lieu of fractional shares in accordance with Section 1.5(c). The Parent Meerkat Common Stock and cash amounts so deposited with the Exchange Agent, together with any dividends or distributions received by the Exchange Agent with respect to such shares, are referred to collectively as the “Exchange Fund.” (b) Promptly after the Effective Time, the Parties shall cause the Exchange Agent to mail to the Persons who were record holders of shares of Company Capital Stock that were converted into the right to receive the Merger Consideration: (i) a letter of transmittal in customary form and containing such provisions as Parent Meerkat may reasonably specify (including a provision confirming that delivery of Company Stock Certificates shall be effected, and risk of loss and title to Company Stock Certificates shall pass, only upon proper delivery of such Company Stock Certificates to the Exchange Agent); and (ii) instructions for effecting the surrender of Company Stock Certificates in exchange for book-entry shares of Parent Meerkat Common Stock. Holders of Company Preferred Stock shall surrender Company Stock Certificates representing the shares of Company Preferred Stock that were converted in connection with the Preferred Stock Conversion. Upon surrender of a Company Stock Certificate to the Exchange Agent for exchange, together with a duly executed letter of transmittal and such other documents as may be reasonably required by the Exchange Agent or Parent (including a properly completed IRS Form W-9 or the appropriate version of IRS Form W-8, as applicable): Meerkat: (A) the holder of such Company Stock Certificate shall be entitled to receive in exchange therefor book-entry shares representing the Merger Consideration (in a number of whole shares of Parent Meerkat Common Stock) that such holder has the right to receive pursuant to the provisions of Section 1.5(a) (and cash in lieu of any fractional share of Meerkat Common Stock pursuant to the provisions of Section 1.5(c)); and (B) the Company Stock Certificate so surrendered shall be canceled. Until surrendered as contemplated by this Section 1.8(b), each Company Stock Certificate shall be deemed, from and after the Effective Time, to represent only the right to receive book-entry shares of Parent Meerkat Common Stock representing the Merger ConsiderationConsideration (and cash in lieu of any fractional share of Meerkat Common Stock). If any Company Stock Certificate shall have been lost, stolen or destroyed, Parent Meerkat may, in its reasonable discretion and as a condition precedent to the delivery of any shares of Parent Meerkat Common Stock, require the owner of such lost, stolen or destroyed Company Stock Certificate to provide an applicable affidavit with respect to such Company Stock Certificate that includes an obligation of such owner to indemnify Parent and post a bond indemnifying Meerkat against any claim suffered by Parent Meerkat related to the lost, stolen or destroyed Company Stock Certificate or any Meerkat Common Stock issued in exchange therefor as Parent Meerkat may reasonably request. In the event of a transfer of ownership of a Company Stock Certificate that is not registered in the transfer records of the Company, payment of the Merger Consideration may be made to a Person other than the Person in whose name such Company Stock Certificate so surrendered is registered if such Company Stock Certificate shall be properly endorsed or otherwise be in proper form for transfer and the Person requesting such payment shall pay any transfer or other Taxes required by reason of the transfer or establish to the reasonable satisfaction of Parent that such Taxes have been paid or are not applicable. The Merger Consideration and any dividends or other distributions as are payable pursuant to Section 1.8(c) shall be deemed to have been in full satisfaction of all rights pertaining to Company Capital Stock formerly represented by such Company Stock Certificates. (c) No dividends or other distributions declared or made with respect to Parent Meerkat Common Stock with a record date on or after the Effective Time shall be paid to the holder of any unsurrendered Company Stock Certificate with respect to the shares of Parent Meerkat Common Stock that such holder has the right to receive in the Merger until such holder surrenders such Company Stock Certificate or provides an affidavit of loss, theft loss or destruction in lieu thereof in accordance with this Section 1.8 together with a duly executed letter of transmittal and such other documents as may be reasonably required by the Exchange Agent or Parent (at which time (or, if later, on the applicable payment date) such holder shall be entitled, subject to the effect of applicable abandoned property, escheat or similar Lawslaws, to receive all such dividends and distributions, without interest). (d) Any portion of the Exchange Fund that remains undistributed to holders of Company Stock Certificates as of the date that is one (1) year 180 days after the Closing Date shall be delivered to Parent Meerkat upon demand, and any holders of Company Stock Certificates who have not theretofore surrendered their Company Stock Certificates in accordance with this Section 1.8 shall thereafter look only to Parent Meerkat for satisfaction of their claims for Parent Meerkat Common Stock, cash in lieu of fractional shares of Meerkat Common Stock and any dividends or distributions with respect to shares of Parent Meerkat Common Stock. (e) Each of the Exchange Agent, Meerkat and the Surviving Corporation shall be entitled to deduct and withhold from any consideration deliverable pursuant to this Agreement to any holder of any Company Stock Certificate such amounts as are required to be deducted or withheld from such consideration under the Code or under any other applicable Law. To the extent such amounts are so deducted or withheld, and remitted to the appropriate taxing authority, such amounts shall be treated for all purposes under this Agreement as having been paid to the Person to whom such amounts would otherwise have been paid. (f) No Party party to this Agreement shall be liable to any holder of any Company Stock Certificate or to any other Person with respect to any shares of Parent Meerkat Common Stock (or dividends or distributions with respect thereto) or for any cash amounts delivered to any public official pursuant to any applicable abandoned property Lawlaw, escheat Law law or similar Law. (f) All shares of Parent Common Stock issued pursuant to this Agreement shall bear a legend (and Parent will make a notation on its transfer books to such effect) prominently stamped or printed thereon or the substance of which will otherwise be reflected on the books and records of the transfer agent for Parent Common Stock with respect to book-entry shares, in each case reading substantially as follows: “THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THESE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT PURPOSES AND NOT WITH A VIEW TO RESALE IN CONNECTION WITH A DISTRIBUTION AND MAY NOT BE SOLD OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT FOR SUCH SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND APPLICABLE STATE SECURITIES LAWS, OR AN EXEMPTION FROM REGISTRATION UNDER SUCH ACT.”

Surrender of Certificates. (a) On or prior Prior to the Closing Date, Parent and the Company shall agree upon and select a reputable bank, transfer agent or trust company to act as exchange agent in the Merger (the “Exchange Agent”). At the Effective Time, Parent Buyer shall deposit with designate a bank or trust company located in the Exchange Agent evidence of book-entry shares representing United States and reasonably acceptable to the Parent Common Stock issuable pursuant Company to act as paying agent (the "Paying Agent") to receive funds in trust in order to make the payments contemplated by Section 1.5(a3.2(a). The Parent Common Stock so deposited with the Exchange Agent, together with any dividends or distributions received by the Exchange Agent with respect to such shares, are referred to collectively As soon as the “Exchange Fund.” (b) Promptly practicable after the Effective Time, the Parties Buyer shall cause the Exchange Paying Agent to mail and/or make available to the Persons who were each record holders holder of a certificate theretofore evidencing shares of Company Capital Common Stock (other than those that were converted into the right to receive the Merger Consideration: are held (i) by any wholly-owned Subsidiary of the Company or in the treasury of the Company or (ii) directly or indirectly by Buyer or any direct or indirect Subsidiary of Buyer (including Acquisition)) (the "Certificates") a notice and letter of transmittal in customary form advising such record holder of the effectiveness of the Merger and containing such provisions as Parent may reasonably specify (including a provision confirming that delivery of Company Stock Certificates shall be effected, and risk of loss and title to Company Stock Certificates shall pass, only upon proper delivery of such Company Stock Certificates the procedure for surrendering to the Exchange Agent); and (ii) instructions for effecting Paying Agent such Certificate or Certificates which immediately prior to the surrender of Company Effective Time represented outstanding Common Stock Certificates in exchange for shares of Parent Common Stock. Holders of Company Preferred Stock shall surrender Company Stock Certificates representing the shares of Company Preferred Stock that were converted Merger Consideration deliverable in connection with the Preferred Stock Conversionrespect thereof pursuant to this Article III. Upon the surrender of a Company Stock Certificate for cancellation to the Exchange Paying Agent for exchangeof such Certificates, together with a letter of transmittal, duly executed and completed in accordance with the instructions thereon, and any other items specified by the letter of transmittal and such other documents as may be reasonably required by transmittal, the Exchange Paying Agent or Parent (including a properly completed IRS Form W-9 or shall promptly pay to the appropriate version Person entitled thereto the product of IRS Form W-8, as applicable): (A) the holder of such Company Stock Certificate shall be entitled to receive in exchange therefor book-entry shares representing the Merger Consideration (in a and the number of whole shares of Parent Common Stock) that Stock represented by such holder has the right to receive pursuant to the provisions of Section 1.5(a); and (B) the Company Stock Certificate so surrendered shall be canceledCertificates. Until surrendered as contemplated by this Section 1.8(b)so surrendered, each Company Stock Certificate shall be deemed, from and after the Effective Timefor all corporate purposes, to represent evidence only the right to receive book-entry shares of Parent Common Stock representing upon such surrender the Merger ConsiderationConsideration deliverable in respect thereof to which such Person is entitled pursuant to this Article III. No interest shall be paid or accrued in respect of such cash payments. (b) If the Merger Consideration (or any Company Stock portion thereof) is to be delivered to a Person other than the Person in whose name the Certificates surrendered in exchange therefor are registered, it shall be a condition to the payment of the Merger Consideration that the Certificates so surrendered shall be properly endorsed or accompanied by appropriate stock powers and otherwise in proper form for transfer, and that the Person requesting such transfer pay to the Paying Agent any transfer or other taxes payable by reason of the foregoing or establish to the satisfaction of the Paying Agent that such taxes have been paid or are not required to be paid. (c) In the event any Certificate shall have been lost, stolen or destroyed, Parent mayupon the making of an affidavit of that fact by the Person claiming such Certificate to be lost, stolen or destroyed, the Paying Agent shall issue in its reasonable discretion and exchange for such lost, stolen or destroyed Certificate the Merger Consideration deliverable in respect thereof as determined in accordance with this Article III; provided, that the Person to whom the Merger Consideration is paid shall, as a condition precedent to the delivery of payment thereof, give the Surviving Corporation a bond in such sum as it may direct or otherwise indemnify the Surviving Corporation in a manner satisfactory to it against any shares of Parent Common Stock, require Claim that may be made against the owner of such Surviving Corporation with respect to the Certificate claimed to have been lost, stolen or destroyed Company Stock Certificate to provide an applicable affidavit with respect to such Company Stock Certificate that includes an obligation of such owner to indemnify Parent against any claim suffered by Parent related to the lost, stolen or destroyed Company Stock Certificate as Parent may reasonably request. In the event of a transfer of ownership of a Company Stock Certificate that is not registered in the transfer records of the Company, payment of the Merger Consideration may be made to a Person other than the Person in whose name such Company Stock Certificate so surrendered is registered if such Company Stock Certificate shall be properly endorsed or otherwise be in proper form for transfer and the Person requesting such payment shall pay any transfer or other Taxes required by reason of the transfer or establish to the reasonable satisfaction of Parent that such Taxes have been paid or are not applicable. The Merger Consideration and any dividends or other distributions as are payable pursuant to Section 1.8(c) shall be deemed to have been in full satisfaction of all rights pertaining to Company Capital Stock formerly represented by such Company Stock Certificatesdestroyed. (c) No dividends or other distributions declared or made with respect to Parent Common Stock with a record date on or after the Effective Time shall be paid to the holder of any unsurrendered Company Stock Certificate with respect to the shares of Parent Common Stock that such holder has the right to receive in the Merger until such holder surrenders such Company Stock Certificate or provides an affidavit of loss, theft or destruction in lieu thereof in accordance with this Section 1.8 together with a duly executed letter of transmittal and such other documents as may be reasonably required by the Exchange Agent or Parent (at which time (or, if later, on the applicable payment date) such holder shall be entitled, subject to the effect of applicable abandoned property, escheat or similar Laws, to receive all such dividends and distributions, without interest). (d) Any portion of the Exchange Fund that remains undistributed to holders of Company Stock Certificates as of the date that is one (1) year after the Closing Date shall be delivered to Parent upon demand, and any holders of Company Stock Certificates who have not theretofore surrendered their Company Stock Certificates in accordance with this Section 1.8 shall thereafter look only to Parent for satisfaction of their claims for Parent Common Stock and any dividends or distributions with respect to shares of Parent Common Stock. (e) No Party to this Agreement shall be liable to any holder of any Company Stock Certificate or to any other Person with respect to any shares of Parent Common Stock (or dividends or distributions with respect thereto) or for any cash amounts delivered to any public official pursuant to any applicable abandoned property Law, escheat Law or similar Law. (f) All shares of Parent Common Stock issued pursuant to this Agreement shall bear a legend (and Parent will make a notation on its transfer books to such effect) prominently stamped or printed thereon or the substance of which will otherwise be reflected on the books and records of the transfer agent for Parent Common Stock with respect to book-entry shares, in each case reading substantially as follows: “THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THESE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT PURPOSES AND NOT WITH A VIEW TO RESALE IN CONNECTION WITH A DISTRIBUTION AND MAY NOT BE SOLD OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT FOR SUCH SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND APPLICABLE STATE SECURITIES LAWS, OR AN EXEMPTION FROM REGISTRATION UNDER SUCH ACT.”

Surrender of Certificates. (a) On or prior to the Closing Date, Parent and the Company shall agree upon and select a reputable bank, transfer agent or trust company to act as exchange agent in the Merger (the “Exchange Agent”). At Promptly after the Effective Time, Parent shall deposit with the Exchange Agent evidence of book-entry shares representing the Parent Common Stock issuable pursuant to Section 1.5(a). The Parent Common Stock so deposited with the Exchange Agent, together with any dividends or distributions received by the Exchange Agent with respect to such shares, are referred to collectively as the “Exchange Fund.” Time but no later than three (b3) Promptly business days after the Effective Time, the Parties Paying Agent shall cause deliver to each DunC Shareholder a form of letter of transmittal and instructions for use in effecting the Exchange Agent to mail surrender of Merger Stock certificates for payment. Upon surrender to the Persons who were record holders Paying Agent of such certificates, together with such letter of transmittal, duly executed, the Paying Agent shall promptly pay to the DunC Shareholder entitled thereto, in cash, the Merger Per Share Consideration multiplied by the number of shares of Company Capital Merger Stock that were converted into covered by such surrendered certificates and transmittal letters. (b) Until surrendered, each outstanding certificate, which prior to the Effective Time represented shares of Merger Stock, shall be deemed to represent and evidence only the right to receive the Merger Consideration: (i) a letter consideration to be paid therefor as set forth in Section 2.7 of transmittal in customary form this Agreement and containing until such provisions as Parent may reasonably specify (including a provision confirming that delivery of Company Stock Certificates surrender, no cash shall be effected, and risk of loss and title paid to Company Stock Certificates shall pass, only upon proper delivery of such Company Stock Certificates to the Exchange Agent); and (ii) instructions for effecting the surrender of Company Stock Certificates in exchange for shares of Parent Common Stock. Holders of Company Preferred Stock shall surrender Company Stock Certificates representing the shares of Company Preferred Stock that were converted in connection with the Preferred Stock Conversion. Upon surrender of a Company Stock Certificate to the Exchange Agent for exchange, together with a duly executed letter of transmittal and such other documents as may be reasonably required by the Exchange Agent or Parent (including a properly completed IRS Form W-9 or the appropriate version of IRS Form W-8, as applicable): (A) the holder of such Company Stock Certificate shall be entitled to receive outstanding certificate in exchange therefor book-entry shares representing the Merger Consideration respect thereof. (in a number of whole shares of Parent Common Stockc) that such holder has the right to receive pursuant to the provisions of Section 1.5(a); and (B) the Company Stock Certificate so surrendered shall be canceled. Until surrendered as contemplated by this Section 1.8(b), each Company Stock Certificate shall be deemed, from and after the Effective Time, to represent only the right to receive book-entry shares of Parent Common Stock representing the Merger Consideration. If any Company Stock Certificate shall have been lost, stolen or destroyed, Parent may, in its reasonable discretion and as a condition precedent to the delivery of any shares of Parent Common Stock, require the owner of such lost, stolen or destroyed Company Stock Certificate to provide an applicable affidavit with respect to such Company Stock Certificate that includes an obligation of such owner to indemnify Parent against any claim suffered by Parent related to the lost, stolen or destroyed Company Stock Certificate as Parent may reasonably request. In the event of a transfer of ownership of a Company Stock Certificate that is not registered in the transfer records of the Company, payment of the Merger Consideration may cash is to be made to a Person other than the Person in whose name the certificate surrendered is registered, it shall be a condition to such Company Stock Certificate payment that the certificate so surrendered is registered if such Company Stock Certificate shall be properly endorsed or and otherwise be in proper form for transfer transfer, and that the Person requesting such payment shall (i) pay to the Paying Agent any transfer or other Taxes taxes required by reason of payment to a person other than the transfer registered holder of the certificates surrendered, (ii) authorize the Paying Agent to deduct any such taxes from such payment, or (iii) establish to the reasonable satisfaction of Parent the Paying Agent that such Taxes have tax has been paid or are is not applicable. The Merger Consideration and any dividends or other distributions as are payable pursuant to Section 1.8(c) shall be deemed to have been in full satisfaction of all rights pertaining to Company Capital Stock formerly represented by such Company Stock Certificates. (cd) No dividends interest shall accrue or other distributions declared or made be payable with respect to Parent Common any amounts which any holder of shares of Merger Stock with a record date shall be entitled to receive pursuant to this Agreement. The Paying Agent shall be authorized to pay the Merger Per Share Consideration attributable to any certificate representing shares of Merger Stock which has been lost or destroyed upon receipt of evidence of ownership of the shares of Merger Stock represented thereby and of appropriate indemnification, in each case reasonably satisfactory to Blackhawk. (e) After the Effective Time, there shall be no transfers on or the stock transfer books of the Surviving Corporation of the shares of Merger Stock which were outstanding immediately prior to the Effective Time. If, after the Effective Time, certificates representing such shares are presented to the Surviving Corporation, they shall be canceled and exchanged for cash as provided in this Section 2.12 of this Agreement. (f) Any portion of the Payment Fund which remains undistributed to the shareholders of the Company six (6) months after the Effective Time shall be paid to the holder of any unsurrendered Company Stock Certificate with respect to the shares of Parent Common Stock that such holder has the right to receive in the Merger until such holder surrenders such Company Stock Certificate or provides an affidavit of lossreturned, theft or destruction in lieu thereof in accordance with this Section 1.8 together with a duly executed letter of transmittal and such other documents as may be reasonably required at Blackhawk's request, by the Exchange Paying Agent or Parent (at to Blackhawk, which time (or, if later, on the applicable payment date) such holder thereafter shall be entitled, act as paying agent subject to the effect rights of applicable abandoned property, escheat or similar Laws, to receive all such dividends and distributions, without interest). (d) Any portion of the Exchange Fund that remains undistributed to holders of Company unsurrendered certificates of Merger Stock Certificates as of under this Article II and subject to applicable Law. Notwithstanding the date that is one (1) year after foregoing, neither Blackhawk, the Closing Date Paying Agent, nor any other party hereto shall be delivered to Parent upon demand, and any holders of Company Stock Certificates who have not theretofore surrendered their Company Stock Certificates in accordance with this Section 1.8 shall thereafter look only to Parent for satisfaction of their claims for Parent Common Stock and any dividends responsible or distributions with respect to shares of Parent Common Stock. (e) No Party to this Agreement shall be liable to any holder of any Company Merger Stock Certificate or to any other Person with respect to any shares of Parent Common Stock (or dividends or distributions with respect thereto) or for any cash amounts delivered to any public official pursuant to any applicable abandoned property Lawproperty, escheat Law or similar Law. (fg) All shares of Parent Common Stock issued Blackhawk shall be entitled to deduct and withhold from the consideration otherwise payable pursuant to this Agreement shall bear a legend (to any holder of Merger Stock such amounts as Blackhawk is required to deduct and Parent will make a notation on its transfer books to such effect) prominently stamped or printed thereon or the substance of which will otherwise be reflected on the books and records of the transfer agent for Parent Common Stock withhold with respect to book-entry sharesthe making of such payment under the Code, or any provision of state, local or foreign tax Law. To the extent that amounts are so withheld by Blackhawk, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the holder of the Merger Stock in respect of which such deduction and withholding was made by Blackhawk. (h) The Paying Agent shall pay to each case reading substantially DunC Shareholders an amount equal to the Additional Capital Amount times a fraction, the numerator of which is the number of shares of Merger Stock owned by such DunC Shareholder and the denominator of which is the number of shares of Merger Stock. Such amount shall be payable: (i) to DunC Shareholders who have surrendered their DunC stock certificates prior to receipt by the Paying Agent of the Additional Capital Amount, as follows: “THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933soon as practicable after receipt thereof and (ii) to DunC Shareholders who have not surrendered their DunC stock certificates prior to receipt by the Paying Agent of the Additional Capital Amount, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THESE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT PURPOSES AND NOT WITH A VIEW TO RESALE IN CONNECTION WITH A DISTRIBUTION AND MAY NOT BE SOLD OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT FOR SUCH SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND APPLICABLE STATE SECURITIES LAWS, OR AN EXEMPTION FROM REGISTRATION UNDER SUCH ACTat the time of the payment set forth in subsection (a) above.”

Surrender of Certificates. (a) On Concurrently with or prior to the Closing Date, Parent and the Company shall agree upon and select a reputable bank, transfer agent or trust company to act as exchange agent in the Merger (the “Exchange Agent”). At the Effective Time, Parent shall deposit with designate a bank or trust company located in the Exchange Agent evidence United States and reasonably acceptable to the Company to act as paying agent (the "Paying Agent") for purposes of book-entry shares representing making the Parent Common Stock issuable pursuant to cash payments contemplated by Section 1.5(a2.06(a). The Parent Common Stock so deposited with the Exchange Agent, together with any dividends or distributions received by the Exchange Agent with respect to such shares, are referred to collectively As soon as the “Exchange Fund.” (b) Promptly practicable after the Effective Time, the Parties Parent shall or shall cause the Exchange Paying Agent to mail and/or make available to the Persons who were record holders each holder of a certificate theretofore evidencing shares of Company Capital Common Stock that were converted into the right to receive the Merger Consideration: (i) a notice and letter of transmittal in customary form advising such holder of the effectiveness of the Merger and containing such provisions as Parent may reasonably specify (including a provision confirming that delivery of Company Stock Certificates shall be effected, and risk of loss and title to Company Stock Certificates shall pass, only upon proper delivery of such Company Stock Certificates the procedure for surrendering to the Exchange Agent); and Paying Agent such certificate or certificates which immediately prior to the Effective Time represented outstanding Common Stock (iithe "Certificates") instructions for effecting the surrender of Company Stock Certificates in exchange for shares of Parent Common Stock. Holders of Company Preferred Stock shall surrender Company Stock Certificates representing the shares of Company Preferred Stock that were converted Merger Consideration deliverable in connection with the Preferred Stock Conversionrespect thereof pursuant to this Article II. Upon the surrender of a Company Stock Certificate for cancellation to the Exchange Paying Agent for exchangeof such Certificates, together with a letter of transmittal, duly executed and completed in accordance with the instructions thereon, and any other items specified by the letter of transmittal and such other documents transmittal, the Paying Agent shall promptly pay to the Person (as may be reasonably required by the Exchange Agent or Parent (including a properly completed IRS Form W-9 or the appropriate version of IRS Form W-8, as applicable): (Adefined in Section 7.14 hereof) the holder of such Company Stock Certificate shall be entitled to receive in exchange therefor book-entry shares representing thereto the Merger Consideration (deliverable in a number of whole shares of Parent Common Stock) that such holder has the right to receive pursuant to the provisions of Section 1.5(a); and (B) the Company Stock Certificate so surrendered shall be canceledrespect thereof. Until surrendered as contemplated by this Section 1.8(b)so surrendered, each Company Stock Certificate shall be deemed, from and after the Effective Timefor all corporate purposes, to represent evidence only the right to receive book-entry shares of Parent Common Stock representing upon such surrender the Merger ConsiderationConsideration deliverable in respect thereof to which such Person is entitled pursuant to this Article II. No interest shall be paid or accrued in respect of such cash payments. (b) If the Merger Consideration (or any Company Stock portion thereof) is to be delivered to a Person other than the Person in whose name the Certificates surrendered in exchange therefor are registered, it shall be a condition to the payment of the Merger Consideration that the Certificates so surrendered shall be properly endorsed or accompanied by appropriate stock powers and otherwise in proper form for transfer, that such transfer otherwise be proper and that the Person requesting such transfer pay to the Paying Agent any transfer or other taxes payable by reason of the foregoing or establish to the satisfaction of the Paying Agent that such taxes have been paid or are not required to be paid. (c) In the event any Certificate shall have been lost, stolen or destroyed, Parent mayupon the making of an affidavit of that fact by the Person claiming such Certificate to be lost, stolen or destroyed, the Paying Agent will issue in its reasonable discretion and exchange for such lost, stolen or destroyed Certificate the Merger Consideration deliverable in respect thereof as determined in accordance with this Article II; provided, that, the Person to whom the Merger Consideration is paid shall, as a condition precedent to the delivery of payment thereof, give the Surviving Corporation a bond in such sum as it may direct or otherwise indemnify the Surviving Corporation in a manner satisfactory to it against any shares of Parent Common Stock, require claim that may be made against the owner of such Surviving Corporation with respect to the Certificate claimed to have been lost, stolen or destroyed Company Stock Certificate to provide an applicable affidavit with respect to such Company Stock Certificate that includes an obligation of such owner to indemnify Parent against any claim suffered by Parent related to the lost, stolen or destroyed Company Stock Certificate as Parent may reasonably request. In the event of a transfer of ownership of a Company Stock Certificate that is not registered in the transfer records of the Company, payment of the Merger Consideration may be made to a Person other than the Person in whose name such Company Stock Certificate so surrendered is registered if such Company Stock Certificate shall be properly endorsed or otherwise be in proper form for transfer and the Person requesting such payment shall pay any transfer or other Taxes required by reason of the transfer or establish to the reasonable satisfaction of Parent that such Taxes have been paid or are not applicable. The Merger Consideration and any dividends or other distributions as are payable pursuant to Section 1.8(c) shall be deemed to have been in full satisfaction of all rights pertaining to Company Capital Stock formerly represented by such Company Stock Certificatesdestroyed. (c) No dividends or other distributions declared or made with respect to Parent Common Stock with a record date on or after the Effective Time shall be paid to the holder of any unsurrendered Company Stock Certificate with respect to the shares of Parent Common Stock that such holder has the right to receive in the Merger until such holder surrenders such Company Stock Certificate or provides an affidavit of loss, theft or destruction in lieu thereof in accordance with this Section 1.8 together with a duly executed letter of transmittal and such other documents as may be reasonably required by the Exchange Agent or Parent (at which time (or, if later, on the applicable payment date) such holder shall be entitled, subject to the effect of applicable abandoned property, escheat or similar Laws, to receive all such dividends and distributions, without interest). (d) Any portion of the Exchange Fund that remains undistributed to holders of Company Stock Certificates as of the date that is one (1) year after the Closing Date shall be delivered to Parent upon demand, and any holders of Company Stock Certificates who have not theretofore surrendered their Company Stock Certificates in accordance with this Section 1.8 shall thereafter look only to Parent for satisfaction of their claims for Parent Common Stock and any dividends or distributions with respect to shares of Parent Common Stock. (e) No Party to this Agreement shall be liable to any holder of any Company Stock Certificate or to any other Person with respect to any shares of Parent Common Stock (or dividends or distributions with respect thereto) or for any cash amounts delivered to any public official pursuant to any applicable abandoned property Law, escheat Law or similar Law. (f) All shares of Parent Common Stock issued pursuant to this Agreement shall bear a legend (and Parent will make a notation on its transfer books to such effect) prominently stamped or printed thereon or the substance of which will otherwise be reflected on the books and records of the transfer agent for Parent Common Stock with respect to book-entry shares, in each case reading substantially as follows: “THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THESE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT PURPOSES AND NOT WITH A VIEW TO RESALE IN CONNECTION WITH A DISTRIBUTION AND MAY NOT BE SOLD OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT FOR SUCH SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND APPLICABLE STATE SECURITIES LAWS, OR AN EXEMPTION FROM REGISTRATION UNDER SUCH ACT.”

Surrender of Certificates. (a) On or prior to the Closing Date, Parent and the Company shall agree upon and select a reputable bank, transfer agent or trust company to act as exchange agent in the Merger (the “Exchange Agent”). At the Effective Time, Parent shall deposit with the Exchange Agent evidence of book-entry shares representing the Parent Common Stock issuable pursuant to Section 1.5(a). The Parent Common Stock so deposited with the Exchange Agent, together with any dividends or distributions received by the Exchange Agent with respect to such shares, are referred to collectively as the “Exchange Fund.” (b) Promptly after the Effective Time, the Parties shall cause the Exchange Agent to mail to the Persons who were record holders of shares of Company Capital Stock that were converted into the right to receive the Merger Consideration: (i) a letter of transmittal in customary form and containing such provisions as Parent may reasonably specify (including a provision confirming that delivery of Company Stock Certificates shall be effected, and risk of loss and title to Company Stock Certificates shall pass, only upon proper delivery of such Company Stock Certificates to the Exchange Agent); and (ii) instructions for effecting the surrender of Company Stock Certificates in exchange for shares of Parent Common Stock. Holders of Company Preferred Stock shall surrender Company Stock Certificates representing the shares of Company Preferred Stock that were converted in connection with the Preferred Stock Conversion. Upon surrender of a Company Stock Certificate to the Exchange Agent for exchange, together with a duly executed letter of transmittal and such other documents as may be reasonably required by the Exchange Agent or Parent (including a properly completed IRS Form W-9 or the appropriate version of IRS Form W-8, as applicable): (A) the holder of such Company Stock Certificate shall be entitled to receive in exchange therefor book-entry shares representing the Merger Consideration (in a number of whole shares of Parent Common Stock) that such holder has the right to receive pursuant to the provisions of Section 1.5(a); and (B) the Company Stock Certificate so surrendered shall be canceled. Until surrendered as contemplated by this Section 1.8(b), each Company Stock Certificate shall be deemed, from and after the Effective Time, to represent only the right to receive book-entry shares of Parent Common Stock representing the Merger Consideration. If any Company Stock Certificate shall have been lost, stolen or destroyed, Parent may, in its reasonable discretion and as a condition precedent to the delivery of any shares of Parent Common Stock, require the owner of such lost, stolen or destroyed Company Stock Certificate to provide an applicable affidavit with respect to such Company Stock Certificate that includes an obligation of such owner to indemnify Parent against any claim suffered by Parent related to the lost, stolen or destroyed Company Stock Certificate as Parent may reasonably request. In the event of a transfer of ownership of a Company Stock Certificate that is not registered in the transfer records of the Company, payment of the Merger Consideration may be made to a Person other than the Person in whose name such Company Stock Certificate so surrendered is registered if such Company Stock Certificate shall be properly endorsed or otherwise be in proper form for transfer and the Person requesting such payment shall pay any transfer or other similar Taxes required by reason of the transfer or establish to the reasonable satisfaction of Parent that such Taxes have been paid or are not applicable. The Merger Consideration and any dividends or other distributions as are payable pursuant to Section 1.8(c) shall be deemed to have been in full satisfaction of all rights pertaining to Company Capital Stock formerly represented by such Company Stock Certificates. (c) No dividends or other distributions declared or made with respect to Parent Common Stock with a record date on or after the Effective Time shall be paid to the holder of any unsurrendered Company Stock Certificate with respect to the shares of Parent Common Stock that such holder has the right to receive in the Merger until such holder surrenders such Company Stock Certificate or provides an affidavit of loss, theft or destruction in lieu thereof in accordance with this Section 1.8 together with a duly executed letter of transmittal and such other documents as may be reasonably required by the Exchange Agent or Parent (at which time (or, if later, on the applicable payment date) such holder shall be entitled, subject to the effect of applicable abandoned property, escheat or similar Laws, to receive all such dividends and distributions, without interest). (d) Any portion of the Exchange Fund that remains undistributed to holders of Company Stock Certificates as of the date that is one (1) year after the Closing Date shall be delivered to Parent upon demand, and any holders of Company Stock Certificates who have not theretofore surrendered their Company Stock Certificates in accordance with this Section 1.8 shall thereafter look only to Parent for satisfaction of their claims for Parent Common Stock and any dividends or distributions with respect to shares of Parent Common Stock. (e) No Party to this Agreement shall be liable to any holder of any Company Stock Certificate or to any other Person with respect to any shares of Parent Common Stock (or dividends or distributions with respect thereto) or for any cash amounts delivered to any public official pursuant to any applicable abandoned property Law, escheat Law or similar Law. (f) All shares of Parent Common Stock issued pursuant to this Agreement shall bear a legend (and Parent will make a notation on its transfer books to such effect) prominently stamped or printed thereon or the substance of which will otherwise be reflected on the books and records of the transfer agent for Parent Common Stock with respect to book-entry shares, in each case reading substantially as follows: “THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THESE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT PURPOSES AND NOT WITH A VIEW TO RESALE IN CONNECTION WITH A DISTRIBUTION AND MAY NOT BE SOLD OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT FOR SUCH SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND APPLICABLE STATE SECURITIES LAWS, OR AN EXEMPTION FROM REGISTRATION UNDER SUCH ACT.”

Surrender of Certificates. (a) On or prior to the Closing Date, Parent and the Company shall agree upon and select a reputable bank, transfer agent or trust company to act as exchange agent in the Merger (the “Exchange Agent”). At the Effective Time, Parent shall deposit with the Exchange Agent evidence of book-entry shares representing the Parent Common Stock issuable pursuant to Section 1.5(a). The Parent Common Stock so deposited with the Exchange Agent, together with any dividends or distributions received by the Exchange Agent with respect to such shares, are referred to collectively as the “Exchange Fund.” (b) Promptly after the Effective Time, the Parties Acquiror shall cause instruct the Exchange Agent to mail or deliver to the Persons who were every holder of record holders of Company Capital Stock whose shares of Company Capital Stock that were converted pursuant to Section 1.9 into the right to receive their applicable portion of the Closing Merger Consideration: , the Non-Contingent Holdback Consideration and the Post-Closing Merger Consideration (if any): (i) a letter of transmittal in customary the form and containing such provisions attached hereto as Parent may reasonably Exhibit B (the “Letter of Transmittal”), which shall specify (including a provision confirming that delivery of Company Stock Certificates shall be effected, and risk of loss and title to the shares of Company Capital Stock Certificates shall pass, only upon proper delivery of such Company Stock Certificates to the Exchange Agent); Agent of the certificates evidencing ownership thereof (the “Certificates”) and shall contain the agreement and acknowledgment of the holder of such Certificates that such holder (A) approves this Agreement and all of the arrangements relating thereto, (B) approves the appointment of the Securityholders’ Representative Committee and (C) agrees to be bound by the indemnification provisions set forth herein in Article VIII, and (ii) instructions for effecting the surrender of Company Stock the Certificates in exchange for shares the right to receive their applicable portion of Parent Common Stock. Holders of Company Preferred Stock shall surrender Company Stock Certificates representing the shares of Company Preferred Stock that were converted Closing Merger Consideration, the Non-Contingent Holdback Consideration and the Post-Closing Merger Consideration (if any), in connection accordance with the Preferred Stock ConversionSection 1.13 and Section 1.17. Upon surrender of a Company Stock Certificate Certificates for cancellation to the Exchange Agent for exchangeAgent, together with a such Letter of Transmittal, duly completed and validly executed letter of transmittal in accordance with the instructions thereto and such other documents as may reasonably be reasonably required by the Exchange Agent or Parent (including a properly completed IRS Form W-9 or the appropriate version of IRS Form W-8Agent, as applicable): (A) the holder of record of such Company Stock Certificate Certificates shall be entitled to receive in exchange therefor booktheir applicable portion of the Closing Merger Consideration, the Non-entry shares representing Contingent Holdback Consideration and the Post-Closing Merger Consideration (if any), in a number accordance with Section 1.13 and Section 1.17, for each share of whole shares of Parent Common Stock) that Company Capital Stock formerly represented by such holder has Certificate and the right to receive pursuant to the provisions of Section 1.5(a); and (B) the Company Stock Certificate Certificates so surrendered shall forthwith be canceledcancelled. Until surrendered as contemplated by this Section 1.8(b)1.11, each Company Stock Certificate shall be deemed, deemed from and after the Effective Time, Time to represent only the right to receive book-entry shares their applicable portion of Parent Common Stock representing the Closing Merger Consideration. If any Company Stock Certificate shall have been lost, stolen or destroyed, Parent maythe Non-Contingent Holdback Consideration and the Post-Closing Merger Consideration (if any), in its reasonable discretion accordance with Section 1.13 and as a condition precedent to the delivery Section 1.17, for each share of any shares of Parent Common Stock, require the owner of such lost, stolen or destroyed Company Stock Certificate to provide an applicable affidavit with respect to such Company Stock Certificate that includes an obligation of such owner to indemnify Parent against any claim suffered by Parent related to the lost, stolen or destroyed Company Stock Certificate as Parent may reasonably request. In the event of a transfer of ownership of a Company Stock Certificate that is not registered in the transfer records of the Company, payment of the Merger Consideration may be made to a Person other than the Person in whose name such Company Stock Certificate so surrendered is registered if such Company Stock Certificate shall be properly endorsed or otherwise be in proper form for transfer and the Person requesting such payment shall pay any transfer or other Taxes required by reason of the transfer or establish to the reasonable satisfaction of Parent that such Taxes have been paid or are not applicable. The Merger Consideration and any dividends or other distributions as are payable pursuant to Section 1.8(c) shall be deemed to have been in full satisfaction of all rights pertaining to Company Capital Stock formerly represented by such Company Stock CertificatesCertificate. (c) No dividends or other distributions declared or made with respect to Parent Common Stock with a record date on or after the Effective Time shall be paid to the holder of any unsurrendered Company Stock Certificate with respect to the shares of Parent Common Stock that such holder has the right to receive in the Merger until such holder surrenders such Company Stock Certificate or provides an affidavit of loss, theft or destruction in lieu thereof in accordance with this Section 1.8 together with a duly executed letter of transmittal and such other documents as may be reasonably required by the Exchange Agent or Parent (at which time (or, if later, on the applicable payment date) such holder shall be entitled, subject to the effect of applicable abandoned property, escheat or similar Laws, to receive all such dividends and distributions, without interest). (d) Any portion of the Exchange Fund that remains undistributed to holders of Company Stock Certificates as of the date that is one (1) year after the Closing Date shall be delivered to Parent upon demand, and any holders of Company Stock Certificates who have not theretofore surrendered their Company Stock Certificates in accordance with this Section 1.8 shall thereafter look only to Parent for satisfaction of their claims for Parent Common Stock and any dividends or distributions with respect to shares of Parent Common Stock. (e) No Party to this Agreement shall be liable to any holder of any Company Stock Certificate or to any other Person with respect to any shares of Parent Common Stock (or dividends or distributions with respect thereto) or for any cash amounts delivered to any public official pursuant to any applicable abandoned property Law, escheat Law or similar Law. (f) All shares of Parent Common Stock issued pursuant to this Agreement shall bear a legend (and Parent will make a notation on its transfer books to such effect) prominently stamped or printed thereon or the substance of which will otherwise be reflected on the books and records of the transfer agent for Parent Common Stock with respect to book-entry shares, in each case reading substantially as follows: “THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THESE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT PURPOSES AND NOT WITH A VIEW TO RESALE IN CONNECTION WITH A DISTRIBUTION AND MAY NOT BE SOLD OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT FOR SUCH SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND APPLICABLE STATE SECURITIES LAWS, OR AN EXEMPTION FROM REGISTRATION UNDER SUCH ACT.”

Surrender of Certificates. (a) On or prior to the Closing Date, Parent and the Company Buyer shall agree upon and select appoint a reputable bank, transfer agent or trust company institution to act serve as exchange agent (the "Exchange Agent") in the Merger Merger. (the “Exchange Agent”). At b) Within three (3) business days after the Effective Time, Parent Buyer shall deposit with make available to the Exchange Agent evidence for exchange in accordance with this Article I the shares of book-entry shares representing the Parent Buyer Common Stock issuable pursuant to Section 1.5(a1.8.1 in exchange for all the outstanding shares of Company Capital Stock; provided, however, that on behalf of the Stockholders, pursuant to Section 7.2 hereof, Buyer shall deposit into an escrow account 100,000 of the shares of Buyer Common Stock otherwise issuable to the Stockholders pursuant to Section 1.8.1 (the "Escrow Amount"). The Parent Common portion of the Escrow Amount contributed on behalf of each Stockholder shall be in proportion to the aggregate number of shares which such Stockholder would otherwise be entitled to receive in the Merger by virtue of ownership of outstanding shares of Company Capital Stock unless so deposited otherwise agreed by certain Stockholders. (c) On the Closing Date or promptly thereafter, the Stockholders will surrender the certificates representing their Company Capital Stock (the "Certificates") to the Exchange Agent for cancellation together with a letter of transmittal in such form and having such provisions as Buyer may reasonably request. Buyer shall provide such letter of transmittal to the Stockholders on the Closing Date or as promptly thereafter as practicable. Upon surrender of a Certificate for cancellation to the Exchange Agent, together with any dividends or distributions received by such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, the Exchange Agent with respect will promptly deliver to the holder of such sharesCertificate in exchange therefor a certificate representing the number of whole shares of Buyer Common Stock (less the number of shares of Buyer Common Stock to be deposited in the Escrow Fund on such holder's behalf pursuant to Section 1.8.7(b) and Article VII) to which such Stockholder is entitled pursuant to Section 1.8.1, are referred and the Certificate so surrendered shall forthwith be canceled. Until so surrendered, each outstanding Certificate that, prior to collectively as the “Exchange Fund.” (b) Promptly after the Effective Time, the Parties shall cause the Exchange Agent to mail to the Persons who were record holders of represented shares of Company Capital Stock that were converted into the right to receive the Merger Consideration: (i) a letter of transmittal in customary form and containing such provisions as Parent may reasonably specify (including a provision confirming that delivery of Company Stock Certificates shall will be effected, and risk of loss and title to Company Stock Certificates shall pass, only upon proper delivery of such Company Stock Certificates to the Exchange Agent); and (ii) instructions for effecting the surrender of Company Stock Certificates in exchange for shares of Parent Common Stock. Holders of Company Preferred Stock shall surrender Company Stock Certificates representing the shares of Company Preferred Stock that were converted in connection with the Preferred Stock Conversion. Upon surrender of a Company Stock Certificate to the Exchange Agent for exchange, together with a duly executed letter of transmittal and such other documents as may be reasonably required by the Exchange Agent or Parent (including a properly completed IRS Form W-9 or the appropriate version of IRS Form W-8, as applicable): (A) the holder of such Company Stock Certificate shall be entitled to receive in exchange therefor book-entry shares representing the Merger Consideration (in a number of whole shares of Parent Common Stock) that such holder has the right to receive pursuant to the provisions of Section 1.5(a); and (B) the Company Stock Certificate so surrendered shall be canceled. Until surrendered as contemplated by this Section 1.8(b), each Company Stock Certificate shall be deemed, deemed from and after the Effective Time, for all corporate purposes, other than the payment of dividends, to represent evidence only the right to receive book-entry the number of full shares of Parent Buyer Common Stock into which such shares of Company Capital Stock shall have been converted pursuant to this Article I (except as may otherwise be provided under the DGCL with respect to Dissenting Shares), together with any cash in lieu of fractional shares. As soon as practicable after the Effective Time, and subject to and in accordance with the provisions of Article VII hereof, Buyer shall cause to be distributed to the Escrow Agent (as defined in Article VII) a certificate or certificates representing that number of shares of Buyer Common Stock equal to the Merger ConsiderationEscrow Amount, which shall be registered in the name of the Escrow Agent. Such shares shall be beneficially owned by the holder on whose behalf such shares were deposited in the Escrow Fund and shall be available to compensate Buyer as provided in Article VII. (d) No dividends or other distributions declared or made after the Effective Time with respect to Buyer Common Stock with a record date after the Effective Time will be paid to any holder of any unsurrendered Certificate with respect to the shares of Buyer Common Stock represented thereby until the holder of record of such Certificate shall surrender such Certificate. Subject to applicable law, following surrender of any such Certificate, there shall be paid to the record holder of the certificates representing whole shares of Buyer Common Stock issued in exchange therefor, without interest, 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 Buyer Common Stock. (e) If any certificate for shares of Buyer Common Stock is to be issued in a name other than that in which the certificate surrendered in exchange therefor is registered, it will be a condition to the issuance thereof that the certificate so surrendered will be properly endorsed and otherwise in proper form for transfer and that the person requesting such exchange will have paid to Buyer or any agent designated by it any transfer or other taxes required by reason of the issuance of a certificate for shares of Buyer Common Stock in any name other than that of the registered holder of the certificate surrendered, or established to the satisfaction of Buyer or any agent designated by it that such tax has been paid or is not payable. (f) In the event any certificates evidencing shares of Company Capital Stock Certificate shall have been lost, stolen or destroyed, Parent the Exchange Agent shall issue in exchange for such lost, stolen or destroyed certificates, upon the making of an affidavit of that fact by the holder thereof, the number of shares of Buyer Common Stock, if any, as may be required pursuant to Section 1.8.1; provided, however, that Buyer may, in its reasonable discretion and as a condition precedent to the delivery of any shares of Parent Common Stockissuance thereof, require the owner of such lost, stolen or destroyed Company Stock Certificate certificates to provide an applicable affidavit deliver a bond in such sum as it may reasonably direct against any claim that may be made against Buyer or the Exchange Agent with respect to such Company Stock Certificate that includes an obligation of such owner the certificates alleged to indemnify Parent against any claim suffered by Parent related to the have been lost, stolen or destroyed Company Stock Certificate as Parent may reasonably request. In destroyed. (g) Notwithstanding anything to the event of a transfer of ownership of a Company Stock Certificate that is not registered contrary in the transfer records this Section 1.8, none of the CompanyExchange Agent, payment of the Merger Consideration may Surviving Corporation or any party hereto shall be made liable to a Person other than the Person in whose name such holder of shares of Buyer Common Stock or Company Capital Stock Certificate so surrendered is registered if such Company Stock Certificate shall be for any amount properly endorsed or otherwise be in proper form for transfer and the Person requesting such payment shall pay any transfer or other Taxes required by reason of the transfer or establish paid to the reasonable satisfaction of Parent that such Taxes have been paid or are not applicable. The Merger Consideration and any dividends or other distributions as are payable a public official pursuant to Section 1.8(cany applicable abandoned property, escheat or similar law. (h) All shares of Buyer Common Stock issued upon the surrender for exchange of shares of Company Capital Stock in accordance with the terms hereof shall be deemed to have been be issued in full satisfaction of all rights pertaining to such shares of Company Capital Stock, and there shall be no further registration of transfers on the records of the Surviving Corporation of shares of Company Capital Stock formerly represented by such Company Stock Certificates. (c) No dividends or other distributions declared or made with respect that were outstanding immediately prior to Parent Common Stock with a record date on or the Effective Time. If, after the Effective Time Time, Certificates are presented to the Surviving Corporation for any reason, they shall be paid canceled and exchanged as provided in this Article I. (i) Dissenting Shares, if any, after payments of fair value in respect thereto have been made to dissenting Stockholders of the Company pursuant to the holder of any unsurrendered Company Stock Certificate with respect to the shares of Parent Common Stock that such holder has the right to receive in the Merger until such holder surrenders such Company Stock Certificate or provides an affidavit of lossDGCL and this Article I, theft or destruction in lieu thereof in accordance with this Section 1.8 together with a duly executed letter of transmittal and such other documents as may be reasonably required by the Exchange Agent or Parent (at which time (or, if later, on the applicable payment date) such holder shall be entitled, subject to the effect of applicable abandoned property, escheat or similar Laws, to receive all such dividends and distributions, without interest)canceled. (d) Any portion of the Exchange Fund that remains undistributed to holders of Company Stock Certificates as of the date that is one (1) year after the Closing Date shall be delivered to Parent upon demand, and any holders of Company Stock Certificates who have not theretofore surrendered their Company Stock Certificates in accordance with this Section 1.8 shall thereafter look only to Parent for satisfaction of their claims for Parent Common Stock and any dividends or distributions with respect to shares of Parent Common Stock. (e) No Party to this Agreement shall be liable to any holder of any Company Stock Certificate or to any other Person with respect to any shares of Parent Common Stock (or dividends or distributions with respect thereto) or for any cash amounts delivered to any public official pursuant to any applicable abandoned property Law, escheat Law or similar Law. (f) All shares of Parent Common Stock issued pursuant to this Agreement shall bear a legend (and Parent will make a notation on its transfer books to such effect) prominently stamped or printed thereon or the substance of which will otherwise be reflected on the books and records of the transfer agent for Parent Common Stock with respect to book-entry shares, in each case reading substantially as follows: “THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THESE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT PURPOSES AND NOT WITH A VIEW TO RESALE IN CONNECTION WITH A DISTRIBUTION AND MAY NOT BE SOLD OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT FOR SUCH SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND APPLICABLE STATE SECURITIES LAWS, OR AN EXEMPTION FROM REGISTRATION UNDER SUCH ACT.”

Surrender of Certificates. (a) On or prior Prior to the Closing Date, Parent and the Company shall agree upon and select a reputable bank, transfer agent or trust company to act as exchange agent in the Merger (the “Exchange Agent”). At the Effective Time, Parent shall deposit with the Exchange Agent Agent: (i) evidence of book-entry shares representing the Parent Common Stock issuable pursuant to Section 1.5(a) and (ii) cash sufficient to make payments in lieu of fractional shares in accordance with Section 1.5(c). The Parent Common Stock and cash amounts so deposited with the Exchange Agent, together with any dividends or distributions received by the Exchange Agent with respect to such shares, are referred to collectively as the “Exchange Fund.” (b) Promptly after the Effective Time, the Parties shall cause the Exchange Agent to mail to the Persons who were record holders of shares of Company Capital Common Stock that were converted into the right to receive the Merger Consideration: (i) a letter of transmittal in customary form and containing such provisions as Parent may reasonably specify (including a provision confirming that delivery of Company Stock Certificates or transfer of Book-Entry Shares to the Exchange Agent shall be effected, and risk of loss and title to Company Stock Certificates thereto shall pass, only upon proper delivery of such Company Stock Certificates or transfer of the Book-Entry Shares to the Exchange Agent); and (ii) instructions for effecting the surrender of Company Stock Certificates or transfer of Book-Entry Shares in exchange for shares of Parent Common Stock. Holders of Company Preferred Stock shall surrender Company Stock Certificates representing the shares of Company Preferred Stock that were converted in connection with the Preferred Stock Conversion. Upon surrender of a Company Stock Certificate or transfer of Book-Entry Share to the Exchange Agent for exchange, together with a duly executed letter of transmittal and such other documents as may be reasonably required by the Exchange Agent or Parent (including a properly completed IRS Form W-9 or the appropriate version of IRS Form W-8, as applicable): Parent: (A) the holder of such Company Stock Certificate or Book-Entry Share shall be entitled to receive in exchange therefor book-entry shares representing the Merger Consideration (in a number of whole shares of Parent Common Stock) that such holder has the right to receive pursuant to the provisions of Section 1.5(a) (and cash in lieu of any fractional share of Parent Common Stock pursuant to the provisions of Section 1.5(c)); and (B) the Company Stock Certificate or Book-Entry Share so surrendered or transferred, as the case may be, shall be canceled. Until surrendered or transferred as contemplated by this Section 1.8(b), each Company Stock Certificate or Book-Entry Share shall be deemed, from and after the Effective Time, to represent only the right to receive book-entry shares of Parent Common Stock representing the Merger ConsiderationConsideration (and cash in lieu of any fractional share of Parent Common Stock). If any Company Stock Certificate shall have been lost, stolen or destroyed, Parent may, in its reasonable discretion and as a condition precedent to the delivery of any shares of Parent Common Stock, require the owner of such lost, stolen or destroyed Company Stock Certificate to provide an applicable affidavit with respect to such Company Stock Certificate that includes an obligation of such owner to indemnify Parent against any claim suffered by Parent related to the lost, stolen or destroyed Company Stock Certificate as Parent may reasonably request. In the event of a transfer of ownership of a Company Stock Certificate or Book-Entry Share that is not registered in the transfer records of the Company, payment of the Merger Consideration in respect of such Company Stock Certificate or Book-Entry Share may be made to a Person other than the Person in whose name such Company Stock Certificate or Book-Entry Share so surrendered or transferred, as the case may be, is registered if such Company Stock Certificate shall be properly endorsed or otherwise be in proper form for transfer or such Book-Entry Share shall be properly transferred and the Person requesting such payment shall pay any transfer or other Taxes required by reason of the transfer or establish to the reasonable satisfaction of Parent that such Taxes have been paid or are not applicable. The Merger Consideration and any dividends or other distributions as are payable pursuant to Section 1.8(c) shall be deemed to have been in full satisfaction of any and all rights pertaining to Company Capital Common Stock formerly represented by such Company Stock CertificatesCertificates or Book-Entry Shares. (c) No dividends or other distributions declared or made with respect to Parent Common Stock with a record date on or after the Effective Time shall be paid to the holder of any unsurrendered Company Stock Certificate or Book-Entry Shares with respect to the shares of Parent Common Stock that such holder has the right to receive in the Merger until such holder surrenders such Company Stock Certificate or transfers such Book-Entry Shares or provides an affidavit of loss, theft loss or destruction in lieu thereof in accordance with this Section 1.8 together with a duly executed letter of transmittal and such other documents as may be reasonably required by the Exchange Agent or Parent (at which time (or, if later, on the applicable payment date) such holder shall be entitled, subject to the effect of applicable abandoned property, escheat or similar Laws, to receive all such dividends and distributions, without interest). (d) Any portion of the Exchange Fund that remains undistributed to unclaimed by holders of shares of Company Common Stock Certificates as of the date that is one hundred eighty (1180) year days after the Closing Date shall be delivered to Parent upon demand, and any holders of Company Stock Certificates or Book-Entry Shares who have not theretofore surrendered their Company Stock Certificates or transferred their Book-Entry Shares in accordance with this Section 1.8 shall thereafter look only to Parent for satisfaction of their claims for Parent Common Stock, cash in lieu of fractional shares of Parent Common Stock and any dividends or distributions with respect to shares of Parent Common Stock. (e) No Party to this Agreement shall be liable to any holder of any shares of Company Common Stock Certificate or to any other Person with respect to any shares of Parent Common Stock (or dividends or distributions with respect thereto) or for any cash amounts delivered to any public official pursuant to any applicable abandoned property Law, escheat Law or similar Law. (f) All shares of Parent Common Stock issued pursuant to this Agreement shall bear a legend (and Parent will make a notation on its transfer books to such effect) prominently stamped or printed thereon or the substance of which will otherwise be reflected on the books and records of the transfer agent for Parent Common Stock with respect to book-entry shares, in each case reading substantially as follows: “THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THESE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT PURPOSES AND NOT WITH A VIEW TO RESALE IN CONNECTION WITH A DISTRIBUTION AND MAY NOT BE SOLD OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT FOR SUCH SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND APPLICABLE STATE SECURITIES LAWS, OR AN EXEMPTION FROM REGISTRATION UNDER SUCH ACT.”

Surrender of Certificates. (a) On Before any Redemption Shareholder shall be entitled for redemption under the provisions of this Section 6, such Redemption Shareholder shall surrender his or prior her certificate or certificates representing such applicable Redeemable Shares to be redeemed to the Closing Date, Parent Company and the Company shall agree upon and select a reputable bank, transfer agent or trust company to act as exchange agent Founder in the Merger (manner and at the “Exchange Agent”)place designated by the Company for that purpose, and the Redemption Price shall be payable on the Redemption Date to the order of the person whose name appears on such certificate or certificates as the owner of such shares and each such certificate shall be cancelled on the Redemption Date. At In the Effective Timeevent less than all the shares represented by any such certificate are redeemed, Parent a new certificate shall deposit with the Exchange Agent evidence of book-entry shares be promptly issued representing the Parent Common Stock issuable pursuant unredeemed shares. Unless there has been a default in payment of the applicable Redemption Price, upon cancellation of the certificate representing such applicable Redeemable Shares to Section 1.5(a). The Parent Common Stock so deposited with be redeemed, all dividends on such applicable Redeemable Shares designated for redemption on the Exchange Agentrelevant Redemption Date shall cease to accrue and all rights of the holders thereof, together with any dividends or distributions received by the Exchange Agent with respect to such shares, are referred to collectively as the “Exchange Fund.” (b) Promptly after the Effective Time, the Parties shall cause the Exchange Agent to mail to the Persons who were record holders of shares of Company Capital Stock that were converted into except the right to receive the Merger Consideration: (i) a letter of transmittal in customary form and containing such provisions as Parent may reasonably specify Redemption Price thereof (including a provision confirming that delivery of Company Stock Certificates shall be effected, all accrued and risk of loss and title to Company Stock Certificates shall pass, only upon proper delivery of such Company Stock Certificates unpaid dividend up to the Exchange Agentrelevant redemption date); , without interest, shall cease and (ii) instructions for effecting the surrender of Company Stock Certificates in exchange for terminate and such Redeemable Shares shall cease to be issued shares of Parent Common Stockthe Company. Holders of If the Company Preferred Stock and the Founder fail to redeem any Redeemable Shares for which redemption is requested, then during the period from the Redemption Date through the date on which such Redeemable Shares are actually redeemed and the Redemption Price is actually made, in full, such Redeemable Shares shall surrender Company Stock Certificates representing the shares of Company Preferred Stock that were converted in connection with the Preferred Stock Conversion. Upon surrender of a Company Stock Certificate continue to the Exchange Agent for exchange, together with a duly executed letter of transmittal be outstanding and such other documents as may be reasonably required by the Exchange Agent or Parent (including a properly completed IRS Form W-9 or the appropriate version of IRS Form W-8, as applicable): (A) the holder of such Company Stock Certificate shall be entitled to receive all rights and preferences of Redeemable Shares. After payment in exchange therefor book-entry shares representing full of the Merger Consideration (in a number aggregate Redemption Price for all issued and outstanding Redeemable Shares, all rights of whole shares the holders thereof as shareholders of Parent Common Stock) that such holder has the right to receive pursuant to the provisions of Section 1.5(a); and (B) the Company Stock Certificate so surrendered shall cease and terminate and such Redeemable Shares shall be canceled. Until surrendered as contemplated by this Section 1.8(b), each Company Stock Certificate shall be deemed, from and after the Effective Time, to represent only the right to receive book-entry shares of Parent Common Stock representing the Merger Consideration. If any Company Stock Certificate shall have been lost, stolen or destroyed, Parent may, in its reasonable discretion and as a condition precedent to the delivery of any shares of Parent Common Stock, require the owner of such lost, stolen or destroyed Company Stock Certificate to provide an applicable affidavit with respect to such Company Stock Certificate that includes an obligation of such owner to indemnify Parent against any claim suffered by Parent related to the lost, stolen or destroyed Company Stock Certificate as Parent may reasonably request. In the event of a transfer of ownership of a Company Stock Certificate that is not registered in the transfer records of the Company, payment of the Merger Consideration may be made to a Person other than the Person in whose name such Company Stock Certificate so surrendered is registered if such Company Stock Certificate shall be properly endorsed or otherwise be in proper form for transfer and the Person requesting such payment shall pay any transfer or other Taxes required by reason of the transfer or establish to the reasonable satisfaction of Parent that such Taxes have been paid or are not applicable. The Merger Consideration and any dividends or other distributions as are payable pursuant to Section 1.8(c) shall be deemed to have been in full satisfaction of all rights pertaining to Company Capital Stock formerly represented by such Company Stock Certificatescancelled. (c) No dividends or other distributions declared or made with respect to Parent Common Stock with a record date on or after the Effective Time shall be paid to the holder of any unsurrendered Company Stock Certificate with respect to the shares of Parent Common Stock that such holder has the right to receive in the Merger until such holder surrenders such Company Stock Certificate or provides an affidavit of loss, theft or destruction in lieu thereof in accordance with this Section 1.8 together with a duly executed letter of transmittal and such other documents as may be reasonably required by the Exchange Agent or Parent (at which time (or, if later, on the applicable payment date) such holder shall be entitled, subject to the effect of applicable abandoned property, escheat or similar Laws, to receive all such dividends and distributions, without interest). (d) Any portion of the Exchange Fund that remains undistributed to holders of Company Stock Certificates as of the date that is one (1) year after the Closing Date shall be delivered to Parent upon demand, and any holders of Company Stock Certificates who have not theretofore surrendered their Company Stock Certificates in accordance with this Section 1.8 shall thereafter look only to Parent for satisfaction of their claims for Parent Common Stock and any dividends or distributions with respect to shares of Parent Common Stock. (e) No Party to this Agreement shall be liable to any holder of any Company Stock Certificate or to any other Person with respect to any shares of Parent Common Stock (or dividends or distributions with respect thereto) or for any cash amounts delivered to any public official pursuant to any applicable abandoned property Law, escheat Law or similar Law. (f) All shares of Parent Common Stock issued pursuant to this Agreement shall bear a legend (and Parent will make a notation on its transfer books to such effect) prominently stamped or printed thereon or the substance of which will otherwise be reflected on the books and records of the transfer agent for Parent Common Stock with respect to book-entry shares, in each case reading substantially as follows: “THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THESE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT PURPOSES AND NOT WITH A VIEW TO RESALE IN CONNECTION WITH A DISTRIBUTION AND MAY NOT BE SOLD OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT FOR SUCH SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND APPLICABLE STATE SECURITIES LAWS, OR AN EXEMPTION FROM REGISTRATION UNDER SUCH ACT.”

Surrender of Certificates. (a) On or prior to the Closing Date, Parent and the Company shall agree upon and select a reputable bank, transfer agent or trust company to act as exchange agent in the Merger (the “Exchange Agent”). At the Effective Time, Parent shall deposit with the Exchange Agent evidence of book-entry shares representing the Parent Common Stock issuable pursuant to Section 1.5(a). The Parent Common Stock so deposited with the Exchange Agent, together with any dividends or distributions received by the Exchange Agent with respect to such shares, are referred to collectively as the “Exchange Fund.” (b) Promptly after the Effective Time, the Parties shall cause the Exchange Agent to mail to the Persons who were record holders of shares of Company Capital Stock that were converted into the right to receive the Merger Consideration: (i) a Any letter of transmittal in customary form and containing such provisions as Parent may reasonably delivered pursuant to this Agreement shall specify (including a provision confirming that delivery of Company Stock Certificates a National Common Unit shall be effected, and risk of loss and title to Company Stock Certificates the certificates evidencing such National Common Units (the "Certificates") shall pass, only upon proper delivery of such Company Stock the Certificates to the Exchange Agent); Paying Agent and (ii) shall specify instructions for use in effecting the surrender of Company Stock the Certificates in exchange for shares pursuant to such letter of Parent Common Stock. Holders of Company Preferred Stock shall surrender Company Stock Certificates representing the shares of Company Preferred Stock that were converted in connection with the Preferred Stock Conversiontransmittal. Upon surrender to the Paying Agent of a Company Stock Certificate to the Exchange Agent for exchangeCertificate, together with a duly executed such letter of transmittal transmittal, duly completed and validly executed in accordance with the instructions thereto, and such other documents as may be reasonably required by the Exchange Agent or Parent (including a properly completed IRS Form W-9 or the appropriate version of IRS Form W-8pursuant to such instructions, as applicable): (A) the holder of such Company Stock Certificate shall be entitled to receive in exchange therefor book-entry shares representing the Offer Consideration for each National Common Unit formerly evidenced by such Certificate, and such Certificate shall then be cancelled. No interest shall accrue or be paid on the Offer Consideration payable upon the surrender of any Certificate for the benefit of the holder of such Certificate. If payment of the Offer Consideration is to be made to a person other than the person in whose name the surrendered Certificate is registered on the transfer books of the National MLP, it shall be a condition of payment that the Certificate so surrendered shall be endorsed properly or otherwise be in proper form for transfer and that the person requesting such payment shall have paid all transfer and other taxes required by reason of the payment of the Offer Consideration to a person other than the registered holder of the Certificate surrendered or shall have established to the satisfaction of the Surviving Entity that such taxes either have been paid or are not applicable. The Surviving Entity shall pay all charges and expenses, including those of the Paying Agent, in connection with the distribution of the Offer Consideration. In the event that any Certificate shall have been lost, stolen or destroyed, the Paying Agent shall issue in exchange therefor, upon receipt of an affidavit of that fact by the holder thereof and such bond, security or indemnity as may be reasonably required, the Merger Consideration (in a number of whole shares of Parent Common Stock) that such holder has the right to receive pursuant to the provisions of Section 1.5(a); and (B) the Company Stock Certificate so surrendered shall be canceledthis Article II. Until surrendered as contemplated by this Section 1.8(b)2.4, each Company Stock Certificate shall be deemed, from and deemed at any time after the Effective Time, Time to represent evidence only the right to receive book-entry shares of Parent Common Stock representing the Merger Consideration. If any Company Stock Certificate shall have been lost, stolen or destroyed, Parent may, in its reasonable discretion and as a condition precedent to the delivery of any shares of Parent Common Stock, require the owner of upon such lost, stolen or destroyed Company Stock Certificate to provide an applicable affidavit with respect to such Company Stock Certificate that includes an obligation of such owner to indemnify Parent against any claim suffered by Parent related to the lost, stolen or destroyed Company Stock Certificate as Parent may reasonably request. In the event of a transfer of ownership of a Company Stock Certificate that is not registered in the transfer records of the Company, payment of surrender the Merger Consideration may be made to a Person other than the Person in whose name such Company Stock Certificate so surrendered is registered if such Company Stock Certificate shall be properly endorsed or otherwise be in proper form for transfer and the Person requesting such payment shall pay any transfer or other Taxes required by reason of the transfer or establish applicable to the reasonable satisfaction of Parent that such Taxes have been paid or are not applicable. The Merger Consideration and any dividends or other distributions as are payable pursuant to Section 1.8(c) shall be deemed to have been in full satisfaction of all rights pertaining to Company Capital Stock formerly represented National Common Units evidenced by such Company Stock CertificatesCertificate. (c) No dividends or other distributions declared or made with respect to Parent Common Stock with a record date on or after the Effective Time shall be paid to the holder of any unsurrendered Company Stock Certificate with respect to the shares of Parent Common Stock that such holder has the right to receive in the Merger until such holder surrenders such Company Stock Certificate or provides an affidavit of loss, theft or destruction in lieu thereof in accordance with this Section 1.8 together with a duly executed letter of transmittal and such other documents as may be reasonably required by the Exchange Agent or Parent (at which time (or, if later, on the applicable payment date) such holder shall be entitled, subject to the effect of applicable abandoned property, escheat or similar Laws, to receive all such dividends and distributions, without interest). (d) Any portion of the Exchange Fund that remains undistributed to holders of Company Stock Certificates as of the date that is one (1) year after the Closing Date shall be delivered to Parent upon demand, and any holders of Company Stock Certificates who have not theretofore surrendered their Company Stock Certificates in accordance with this Section 1.8 shall thereafter look only to Parent for satisfaction of their claims for Parent Common Stock and any dividends or distributions with respect to shares of Parent Common Stock. (e) No Party to this Agreement shall be liable to any holder of any Company Stock Certificate or to any other Person with respect to any shares of Parent Common Stock (or dividends or distributions with respect thereto) or for any cash amounts delivered to any public official pursuant to any applicable abandoned property Law, escheat Law or similar Law. (f) All shares of Parent Common Stock issued pursuant to this Agreement shall bear a legend (and Parent will make a notation on its transfer books to such effect) prominently stamped or printed thereon or the substance of which will otherwise be reflected on the books and records of the transfer agent for Parent Common Stock with respect to book-entry shares, in each case reading substantially as follows: “THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THESE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT PURPOSES AND NOT WITH A VIEW TO RESALE IN CONNECTION WITH A DISTRIBUTION AND MAY NOT BE SOLD OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT FOR SUCH SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND APPLICABLE STATE SECURITIES LAWS, OR AN EXEMPTION FROM REGISTRATION UNDER SUCH ACT.”

Surrender of Certificates. (a) On or prior to the Closing Date, Parent and the Company shall agree upon and select a reputable bank, transfer agent or trust company to act as exchange agent in the Merger (the “Exchange Agent”). At the Effective Time, Parent shall deposit with the Exchange Agent Agent: (i) certificates or evidence of book-entry shares representing the Parent Common Stock issuable pursuant to Section 1.5(a) and (ii) cash sufficient to make payments in lieu of fractional shares in accordance with Section 1.5(c). The Parent Common Stock and cash amounts so deposited with the Exchange Agent, together with any dividends or distributions received by the Exchange Agent with respect to such shares, are referred to collectively as the “Exchange Fund.” (b) Promptly after the Effective Time, the Parties shall cause the Exchange Agent to mail to the Persons who were record holders of shares of Company Capital Stock that were converted into the right to receive the Merger Consideration: (i) a letter of transmittal in customary form and containing such provisions as Parent may reasonably specify (including a provision confirming that delivery of Company Stock Certificates shall be effected, and risk of loss and title to Company Stock Certificates shall pass, only upon proper delivery of such Company Stock Certificates to the Exchange Agent); and (ii) instructions for effecting the surrender of Company Stock Certificates in exchange for shares of Parent Common Stock. Holders of Company Preferred Stock shall surrender Company Stock Certificates representing the shares of Company Preferred Stock that were converted in connection with the Preferred Stock Conversion. Upon surrender of a Company Stock Certificate to the Exchange Agent for exchange, together with a duly executed letter of transmittal and such other documents as may be reasonably required by the Exchange Agent or Parent (including a properly completed IRS Form W-9 or the appropriate version of IRS Form W-8, as applicable): Parent: (A) the holder of such Company Stock Certificate shall be entitled to receive in exchange therefor a certificate or certificates or book-entry shares representing the Merger Consideration (in a number of whole shares of Parent Common Stock) that such holder has the right to receive pursuant to the provisions of Section 1.5(a) (and cash in lieu of any fractional share of Parent Common Stock pursuant to the provisions of Section 1.5(c)); and (B) the Company Stock Certificate so surrendered shall be canceled. Until surrendered as contemplated by this Section 1.8(b1.7(b), each Company Stock Certificate shall be deemed, from and after the Effective Time, to represent only the right to receive a certificate or certificates or book-entry shares of Parent Common Stock representing the Merger ConsiderationConsideration (and cash in lieu of any fractional share of Parent Common Stock). If any Company Stock Certificate shall have been lost, stolen or destroyed, Parent may, in its reasonable discretion and as a condition precedent to the delivery of any shares of Parent Common Stock, require the owner of such lost, stolen or destroyed Company Stock Certificate to provide an applicable affidavit with respect to such Company Stock Certificate that includes an obligation of such owner to indemnify Parent against any claim suffered by Parent related to the lost, stolen or destroyed Company Stock Certificate as Parent may reasonably requestCertificate. In the event of a transfer of ownership of a Company Stock Certificate that is not registered in the transfer records of the Company, payment of the Merger Consideration may be made to a Person other than the Person in whose name such Company Stock Certificate so surrendered is registered if such Company Stock Certificate shall be properly endorsed or otherwise be in proper form for transfer and the Person requesting such payment shall pay any transfer or other Taxes required by reason of the transfer or establish to the reasonable satisfaction of Parent that such Taxes have been paid or are not applicable. The Merger Consideration and any dividends or other distributions as are payable pursuant to Section 1.8(c1.7(c) shall be deemed to have been in full satisfaction of all rights pertaining to Company Capital Stock formerly represented by such Company Stock Certificates. (c) No dividends or other distributions declared or made with respect to Parent Common Stock with a record date on or after the Effective Time shall be paid to the holder of any unsurrendered Company Stock Certificate with respect to the shares of Parent Common Stock that such holder has the right to receive in the Merger until such holder surrenders such Company Stock Certificate or provides an affidavit of loss, theft loss or destruction in lieu thereof in accordance with this Section 1.8 together with a duly executed letter of transmittal and such other documents as may be reasonably required by the Exchange Agent or Parent 1.7 (at which time (or, if later, on the applicable payment date) such holder shall be entitled, subject to the effect of applicable abandoned property, escheat or similar Laws, to receive all such dividends and distributions, without interest). (d) Any portion of the Exchange Fund that remains undistributed to holders of Company Stock Certificates as of the date that is one (1) year after the Closing Date shall be delivered to Parent upon demand, and any holders of Company Stock Certificates who have not theretofore surrendered their Company Stock Certificates in accordance with this Section 1.8 1.7 shall thereafter look only to Parent for satisfaction of their claims for Parent Common Stock, cash in lieu of fractional shares of Parent Common Stock and any dividends or distributions with respect to shares of Parent Common Stock. (e) Each of the Exchange Agent, Parent and the Surviving Corporation shall be entitled to deduct and withhold from any consideration deliverable pursuant to this Agreement to any holder of any Company Stock Certificate such amounts as are required to be deducted or withheld from such consideration under the Code or under any other applicable Law. Each of the Exchange Agent, Parent, and the Surviving Corporation shall, if requested by the Company, use commercially reasonable efforts to cooperate with the Company to reduce or eliminate any such withholding including requesting and providing recipients of consideration a reasonable opportunity to provide documentation establishing exemptions from or reductions of such withholdings. To the extent such amounts are so deducted or withheld, and remitted to the appropriate taxing authority, such amounts shall be treated for all purposes under this Agreement as having been paid to the Person to whom such amounts would otherwise have been paid. (f) No Party party to this Agreement shall be liable to any holder of any Company Stock Certificate or to any other Person with respect to any shares of Parent Common Stock (or dividends or distributions with respect thereto) or for any cash amounts delivered to any public official pursuant to any applicable abandoned property Law, escheat Law or similar Law. (f) All shares of Parent Common Stock issued pursuant to this Agreement shall bear a legend (and Parent will make a notation on its transfer books to such effect) prominently stamped or printed thereon or the substance of which will otherwise be reflected on the books and records of the transfer agent for Parent Common Stock with respect to book-entry shares, in each case reading substantially as follows: “THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THESE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT PURPOSES AND NOT WITH A VIEW TO RESALE IN CONNECTION WITH A DISTRIBUTION AND MAY NOT BE SOLD OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT FOR SUCH SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND APPLICABLE STATE SECURITIES LAWS, OR AN EXEMPTION FROM REGISTRATION UNDER SUCH ACT.”

Surrender of Certificates. (a) On or prior Prior to the Closing DateClosing, Parent and the Company shall agree upon and select designate a reputable bank, transfer agent bank or trust company reasonably acceptable to the Company to act as exchange agent in the Merger (the “Exchange Paying Agent”)) for the holders of Shares to receive the funds to which holders of such Shares shall become entitled pursuant to this Agreement. At Prior to the Effective TimeClosing, Parent shall deposit with the Exchange Agent evidence of book-entry shares representing the Parent Common Stock issuable pursuant or cause to Section 1.5(a). The Parent Common Stock so be deposited with the Exchange AgentPaying Agent sufficient funds to pay the aggregate Merger Consideration payable in respect of the Shares (other than Shares cancelled or converted pursuant to Sections 2.4(a)(i) and 2.4(a)(ii) and Dissenting Shares) (the “Payment Fund”). With respect to any Dissenting Shares, together Parent shall only be required to deposit or cause to be deposited with the Paying Agent funds sufficient to pay the aggregate Merger Consideration payable in respect of such Dissenting Shares if the holder thereof fails to perfect or effectively withdraws or loses its right to dissent under the MBCA. To the extent the Payment Fund diminishes for any dividends reason below the level required to make prompt payment of the amounts described in the preceding sentence, Parent and Merger Sub shall, or distributions received shall cause the Surviving Corporation to, promptly replace or restore the lost portion of such fund so as to ensure that it is maintained at a level sufficient to make such payments. The Payment Fund shall be invested by the Exchange Paying Agent as directed by Parent; provided, however, that (i) no such investment or losses thereon shall relieve Parent from making the payments required by this Article II or affect the amount of Merger Consideration payable in respect of the Shares and following any losses Parent shall promptly provide additional funds to the Paying Agent in the amount of any such losses and (ii) no such investment shall have maturities that could prevent or delay payments to be made pursuant to this Agreement. Any and all interest or other amounts earned with respect to such sharesfunds shall be paid to Parent or its designee. The Payment Fund shall not be used for any other purpose. The Surviving Corporation shall (and Parent shall cause the Surviving Corporation to) pay all charges and expenses, are referred to collectively as including those of the “Exchange FundPaying Agent, in connection with the exchange of Shares and the payment of the Merger Consideration in respect of the Shares.” (b) Promptly after the Effective Time, Parent and the Parties Surviving Corporation shall cause the Exchange Paying Agent to mail to each Person who was, immediately prior to the Persons who were Effective Time, a holder of record holders of shares of Company Capital Stock that were converted into the right Shares entitled to receive the any Merger Consideration: Consideration pursuant to Section 2.4(a)(iii) (i) a form of letter of transmittal in customary form and containing such provisions as Parent may reasonably (which shall specify (including a provision confirming that delivery of Company Stock Certificates shall be effected, and risk of loss and title to Company Stock the Certificates shall pass, only upon proper delivery of such Company Stock the Certificates to the Exchange Paying Agent); ) and (ii) instructions for use in effecting the surrender of Company Stock the Certificates in exchange for shares or Book-Entry Shares pursuant to such letter of Parent Common Stock. Holders of Company Preferred Stock shall surrender Company Stock Certificates representing the shares of Company Preferred Stock that were converted in connection with the Preferred Stock Conversiontransmittal. Upon (A) surrender of a Company Stock Certificate to the Exchange Paying Agent for exchangeof Certificates, together with a duly executed such letter of transmittal transmittal, duly completed and validly executed in accordance with the instructions thereto, and such other documents as may be reasonably required pursuant to such instructions, or (B) receipt of an “agent’s message” by the Exchange Paying Agent (or Parent (including a properly completed IRS Form W-9 or such other evidence, if any, of transfer as the appropriate version Paying Agent may reasonably request) in the case of IRS Form W-8Book-Entry Shares, as applicable): (A) the holder of such Company Stock Certificate Certificates or Book-Entry Shares, as applicable, shall be entitled to receive in exchange therefor book-entry shares representing the applicable Merger Consideration (in a number for each Share formerly evidenced by such Certificates or Book-Entry Shares, as applicable, and such Certificates and Book-Entry Shares, as applicable, shall then be cancelled. No interest shall accrue or be paid on the applicable Merger Consideration payable upon the surrender of whole shares any Certificates or Book-Entry Shares for the benefit of Parent Common Stock) that such the holder has the right to receive pursuant to the provisions of Section 1.5(a); and (B) the Company Stock Certificate so surrendered shall be canceled. Until surrendered as contemplated by this Section 1.8(b), each Company Stock Certificate shall be deemed, from and after the Effective Time, to represent only the right to receive book-entry shares of Parent Common Stock representing the Merger Considerationthereof. If any Company Stock Certificate shall have been lost, stolen or destroyed, Parent may, in its reasonable discretion and as a condition precedent to the delivery payment of any shares of Parent Common Stock, require the owner of such lost, stolen or destroyed Company Stock Certificate to provide an applicable affidavit with respect to such Company Stock Certificate that includes an obligation of such owner to indemnify Parent against any claim suffered by Parent related to the lost, stolen or destroyed Company Stock Certificate as Parent may reasonably request. In the event of a transfer of ownership of a Company Stock Certificate that is not registered in the transfer records of the Company, payment of the Merger Consideration may is to be made to a Person other than the Person in whose name such Company Stock the surrendered Certificates formerly evidencing Shares are registered on the stock transfer books of the Company, it shall be a condition of payment that the Certificate so surrendered is registered if such Company Stock Certificate shall be endorsed properly endorsed or otherwise be in proper form for transfer and that the Person requesting such payment shall pay any have paid all transfer or and other similar Taxes required by reason of the transfer payment of the applicable Merger Consideration to a Person other than the registered holder of the Certificate surrendered, or establish shall have established to the reasonable satisfaction of Parent the Surviving Corporation that such Taxes either have been paid or are not applicable. The Payment of the applicable Merger Consideration and any dividends or other distributions as with respect to Book-Entry Shares shall only be made to the Person in whose name such Book-Entry Shares are payable pursuant to Section 1.8(c) shall be deemed to have been in full satisfaction of all rights pertaining to Company Capital Stock formerly represented by such Company Stock Certificatesregistered. (c) At any time following the date that is twelve (12) months after the Effective Time, the Surviving Corporation shall be entitled to require the Paying Agent to deliver to it any funds which had been made available to the Paying Agent and not disbursed to holders of Certificates or Book-Entry Shares (including all interest and other income received by the Paying Agent in respect of all funds made available to it), and, thereafter, such holders shall be entitled to look only to the Surviving Corporation (subject to abandoned property, escheat and other similar Law) as general creditors thereof with respect to the applicable Merger Consideration that may be payable upon due surrender of the Certificates or Book-Entry Shares held by them. Notwithstanding the foregoing, neither the Surviving Corporation nor the Paying Agent shall be liable to any holder of Certificates or Book-Entry Shares for the applicable Merger Consideration delivered in respect of such share to a public official pursuant to any applicable abandoned property, escheat or other similar Law. If any Certificate or Book-Entry Share has not been surrendered or transferred prior to the date on which the applicable Merger Consideration in respect thereof would otherwise escheat to or become the property of any Governmental Entity, then any such Merger Consideration in respect of such Certificate or Book-Entry Share shall become, to the extent permitted by applicable Law, the property of the Surviving Corporation, free and clear of any claims or interest of any Person previously entitled thereto. (d) No dividends or other distributions declared or made with respect to Parent Common Stock capital stock of the Surviving Corporation with a record date on or after the Effective Time shall be paid to the holder of any unsurrendered Company Stock Certificate with respect to the shares of Parent Common Stock that such holder has the right to receive in the Merger until such holder surrenders such Company Stock Certificate Certificates or provides an affidavit of loss, theft or destruction in lieu thereof in accordance with this Section 1.8 together with a duly executed letter of transmittal and such other documents as may be reasonably required by the Exchange Agent or Parent (at which time (or, if later, on the applicable payment date) such holder shall be entitled, subject to the effect of applicable abandoned property, escheat or similar Laws, to receive all such dividends and distributions, without interest). (d) Any portion of the Exchange Fund that remains undistributed to holders of Company Stock Certificates as of the date that is one (1) year after the Closing Date shall be delivered to Parent upon demand, and any holders of Company Stock Certificates who have not theretofore surrendered their Company Stock Certificates in accordance with this Section 1.8 shall thereafter look only to Parent for satisfaction of their claims for Parent Common Stock and any dividends or distributions with respect to shares of Parent Common StockBook-Entry Shares. (e) No Party to this Agreement shall be liable to any holder At the close of any business on the day of the Effective Time, the stock transfer books of the Company Stock Certificate or to any other Person with respect to Shares shall be closed and thereafter there shall be no further registration of transfers of Shares on the records of the Company. From and after the Effective Time, the holders of Shares outstanding immediately prior to the Effective Time shall cease to have any shares of Parent Common Stock (or dividends or distributions rights with respect thereto) to such Shares except as otherwise provided herein or by applicable Law. If, after the Effective Time, any Certificate or Book-Entry Share is presented to the Surviving Corporation, Parent or the Paying Agent for any surrender or transfer, as applicable, it shall be cancelled and, subject to compliance with this Section 2.5, exchanged for the cash amounts delivered amount in immediately available funds to any public official which the holder thereof is entitled pursuant to any applicable abandoned property Law, escheat Law or similar Lawthis Section 2.5. (f) All shares If any Certificate has been lost, stolen or destroyed, then, upon the making of Parent Common Stock issued pursuant an effective affidavit of that fact by the Person claiming such Certificate to this Agreement shall bear a legend be lost, stolen or destroyed, which includes an agreement to indemnify and defend and hold harmless Parent, the Surviving Corporation and the Paying Agent from and against any and all costs, claims, losses, judgments, damages, counsel fees, expenses and liabilities whatsoever which each may suffer, sustain or incur in connection with (and Parent will make a notation on its transfer books to such effecti) prominently stamped or printed thereon the inaccuracy of any statement or the substance breach of which will otherwise any representation or warranty set forth in such affidavit, and (ii) any payment for or transfer, exchange or delivery of such Certificate and such Person’s inability to locate such Certificate, and, if required by Parent, the Surviving Corporation or the Paying Agent, the posting by such Person of a bond in customary amount as indemnity against any claim that may be reflected on the books and records of the transfer agent for Parent Common Stock made against it with respect to book-entry sharessuch Certificate, the Paying Agent shall issue in each case reading substantially exchange for such lost, stolen or destroyed Certificate a check in the amount (after giving effect to any required Tax withholdings as follows: “THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933provided in Section 2.8) equal to the Merger Consideration payable in respect of the Shares formerly represented by such lost, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THESE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT PURPOSES AND NOT WITH A VIEW TO RESALE IN CONNECTION WITH A DISTRIBUTION AND MAY NOT BE SOLD OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT FOR SUCH SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND APPLICABLE STATE SECURITIES LAWS, OR AN EXEMPTION FROM REGISTRATION UNDER SUCH ACTstolen or destroyed Certificate.”

Surrender of Certificates. (a) On or prior Prior to the Closing Date, Parent and the Company shall agree upon and select a reputable bank, transfer agent or trust company to act as exchange agent in the Merger (the “Exchange Agent”). At the Effective Time, Parent shall deposit with designate a bank or trust company located in the Exchange Agent evidence United States to act as paying agent (the "Paying Agent") for purposes of book-entry shares representing making the Parent Common Stock issuable pursuant to Section 1.5(a)cash payments contemplated hereby. The Parent Common Stock so deposited with the Exchange Agent, together with any dividends or distributions received by the Exchange Agent with respect to such shares, are referred to collectively As soon as the “Exchange Fund.” (b) Promptly practicable after the Effective Time, the Parties Parent shall cause the Exchange Paying Agent to mail and/or make available to the Persons who were record holders each holder of a certificate theretofore evidencing shares of Common Stock (other than those which are held by any Subsidiary or in the treasury of the Company Capital Stock that were converted into the right to receive the Merger Consideration: or which are held directly or indirectly by Parent or any direct or indirect subsidiary of Parent (iincluding Sub)) a notice and letter of transmittal in customary form advising such holder of the effectiveness of the Merger and containing such provisions as Parent may reasonably specify (including a provision confirming that delivery of Company Stock Certificates shall be effected, and risk of loss and title to Company Stock Certificates shall pass, only upon proper delivery of such Company Stock Certificates the procedure for surrendering to the Exchange Agent); and Paying Agent such certificate or certificates which immediately prior to the Effective Time represented outstanding Common Stock (iithe "Certificates") instructions for effecting the surrender of Company Stock Certificates in exchange for shares of Parent Common Stock. Holders of Company Preferred Stock shall surrender Company Stock Certificates representing the shares of Company Preferred Stock that were converted Merger Consideration deliverable in connection with the Preferred Stock Conversionrespect thereof pursuant to this Article II. Upon the surrender of a Company Stock Certificate for cancellation to the Exchange Paying Agent for exchangeof such Certificates, together with a letter of transmittal, duly executed and completed in accordance with the instructions thereon, and any other items specified by the letter of transmittal and such other documents transmittal, the Paying Agent shall promptly pay to the Person (as may be reasonably required by the Exchange Agent or Parent (including a properly completed IRS Form W-9 or the appropriate version of IRS Form W-8, as applicable): (Adefined in Section 7.14 hereof) the holder of such Company Stock Certificate shall be entitled to receive in exchange therefor book-entry shares representing thereto the Merger Consideration (deliverable in a number of whole shares of Parent Common Stock) that such holder has the right to receive pursuant to the provisions of Section 1.5(a); and (B) the Company Stock Certificate so surrendered shall be canceledrespect thereof. Until surrendered as contemplated by this Section 1.8(b)so surrendered, each Company Stock Certificate shall be deemed, from and after the Effective Timefor all corporate purposes, to represent evidence only the right to receive book-entry shares of Parent Common Stock representing upon such surrender the Merger ConsiderationConsideration deliverable in respect thereof to which such Person is entitled pursuant to this Article II. No interest shall be paid or accrued in respect of such cash payments. (b) If the Merger Consideration (or any Company Stock portion thereof) is to be delivered to a Person other than the Person in whose name the Certificates surrendered in exchange therefor are registered, it shall be a condition to the payment of the Merger Consideration that the Certificates so surrendered shall be properly endorsed or accompanied by appropriate stock powers and otherwise in proper form for transfer, that such transfer otherwise be proper and that the Person requesting such transfer pay to the Paying Agent any transfer or other taxes payable by reason of the foregoing or establish to the satisfaction of the Paying Agent that such taxes have been paid or are not required to be paid. (c) In the event any Certificate shall have been lost, stolen or destroyed, Parent mayupon the making of an affidavit of that fact by the Person claiming such Certificate to be lost, stolen or destroyed, the Paying Agent will issue in its reasonable discretion and exchange for such lost, stolen or destroyed Certificate the Merger Consideration deliverable in respect thereof as determined in accordance with this Article II, provided that, the Person to whom the Merger Consideration is paid shall, as a condition precedent to the delivery of any shares of Parent Common Stockpayment thereof, require give the owner of Surviving Corporation a bond in such lost, stolen or destroyed Company Stock Certificate to provide an applicable affidavit with respect to such Company Stock Certificate that includes an obligation of such owner to indemnify Parent against any claim suffered by Parent related to the lost, stolen or destroyed Company Stock Certificate sum as Parent it may reasonably request. In the event of a transfer of ownership of a Company Stock Certificate that is not registered in the transfer records of the Company, payment of the Merger Consideration may be made to a Person other than the Person in whose name such Company Stock Certificate so surrendered is registered if such Company Stock Certificate shall be properly endorsed direct or otherwise be indemnify the Surviving Corporation in proper form for transfer and the Person requesting such payment shall pay any transfer or other Taxes required by reason of the transfer or establish to the reasonable satisfaction of Parent that such Taxes have been paid or are not applicable. The Merger Consideration and any dividends or other distributions as are payable pursuant to Section 1.8(c) shall be deemed to have been in full satisfaction of all rights pertaining to Company Capital Stock formerly represented by such Company Stock Certificates. (c) No dividends or other distributions declared or made with respect to Parent Common Stock with a record date on or after the Effective Time shall be paid to the holder of any unsurrendered Company Stock Certificate with respect to the shares of Parent Common Stock that such holder has the right to receive in the Merger until such holder surrenders such Company Stock Certificate or provides an affidavit of loss, theft or destruction in lieu thereof in accordance with this Section 1.8 together with a duly executed letter of transmittal and such other documents as may be reasonably required by the Exchange Agent or Parent (at which time (or, if later, on the applicable payment date) such holder shall be entitled, subject to the effect of applicable abandoned property, escheat or similar Laws, to receive all such dividends and distributions, without interest). (d) Any portion of the Exchange Fund that remains undistributed to holders of Company Stock Certificates as of the date that is one (1) year after the Closing Date shall be delivered to Parent upon demand, and any holders of Company Stock Certificates who have not theretofore surrendered their Company Stock Certificates in accordance with this Section 1.8 shall thereafter look only to Parent for satisfaction of their claims for Parent Common Stock and any dividends or distributions with respect to shares of Parent Common Stock. (e) No Party to this Agreement shall be liable to any holder of any Company Stock Certificate or to any other Person with respect to any shares of Parent Common Stock (or dividends or distributions with respect thereto) or for any cash amounts delivered to any public official pursuant to any applicable abandoned property Law, escheat Law or similar Law. (f) All shares of Parent Common Stock issued pursuant to this Agreement shall bear a legend (and Parent will make a notation on its transfer books to such effect) prominently stamped or printed thereon or the substance of which will otherwise be reflected on the books and records of the transfer agent for Parent Common Stock with respect to book-entry shares, in each case reading substantially as follows: “THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THESE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT PURPOSES AND NOT WITH A VIEW TO RESALE IN CONNECTION WITH A DISTRIBUTION AND MAY NOT BE SOLD OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT FOR SUCH SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND APPLICABLE STATE SECURITIES LAWS, OR AN EXEMPTION FROM REGISTRATION UNDER SUCH ACT.”manner satisfactory

Surrender of Certificates. (a) On or prior to the Closing Date, Parent Tigris and the Company Potomac shall agree upon and select a reputable bank, transfer agent or trust company to act as exchange agent in the Merger (the “Exchange Agent”). At the Effective Time, Parent Tigris shall deposit with the Exchange Agent evidence of book-entry shares Agent: (i) certificates representing the Parent shares of Tigris Common Stock issuable pursuant to Section 1.5(a) and (ii) cash sufficient to make payments in lieu of fractional shares in accordance with Section 1.5(c). The Parent shares of Tigris Common Stock and cash amounts so deposited with the Exchange Agent, together with any dividends or distributions received by the Exchange Agent with respect to such shares, are referred to collectively as the “Exchange Fund.” (b) At or before the Effective Time, Potomac will deliver to Tigris a true, complete and accurate listing of all record holders of Potomac Stock Certificates at the Effective Time, including the number and class of shares of Potomac’s capital stock held by such record holder, and the number of shares of Tigris Common Stock such holder is entitled to receive pursuant to Section 1.5. Promptly after the Effective Time, the Parties shall cause the Exchange Agent to mail to the Persons who were record holders of shares of Company Capital Potomac Stock that were converted into Certificates immediately prior to the right to receive the Merger ConsiderationEffective Time: (i) a letter of transmittal in customary form and containing such provisions as Parent Tigris may reasonably specify (including a provision confirming that delivery of Company Potomac Stock Certificates shall be effected, and risk of loss and title to Company Potomac Stock Certificates shall pass, only upon proper delivery of such Company Potomac Stock Certificates to the Exchange Agent); and (ii) instructions for effecting the surrender of Company Potomac Stock Certificates in exchange for shares of Parent certificates representing Tigris Common Stock. Holders of Company Preferred Stock shall surrender Company Stock Certificates representing the shares of Company Preferred Stock that were converted in connection with the Preferred Stock Conversion. Upon surrender of a Company Potomac Stock Certificate to the Exchange Agent for exchange, together with a duly executed letter of transmittal and such other documents as may be reasonably required by the Exchange Agent or Parent (including a properly completed IRS Form W-9 or the appropriate version of IRS Form W-8, as applicable): Tigris: (A) the holder of such Company Potomac Stock Certificate shall be entitled to receive in exchange therefor book-entry shares a certificate representing the Merger Consideration (in a number of whole shares of Parent Tigris Common Stock) Stock that such holder has the right to receive pursuant to the provisions of Section 1.5(a) (and cash in lieu of any fractional share of Tigris Common Stock pursuant to the provisions of Section 1.5(c)); and (B) the Company Potomac Stock Certificate so surrendered shall be canceled. Until surrendered as contemplated by this Section 1.8(b), each Company Potomac Stock Certificate shall be deemed, from and after the Effective Time, to represent only the right to receive book-entry shares of Parent Tigris Common Stock representing the Merger Consideration(and cash in lieu of any fractional share of Tigris Common Stock). If any Company Potomac Stock Certificate shall have been lost, stolen or destroyed, Parent Tigris may, in its reasonable discretion and as a condition precedent to the delivery of any shares of Parent Tigris Common Stock, require the owner of such lost, stolen or destroyed Company Potomac Stock Certificate to provide an applicable affidavit with respect to such Company Potomac Stock Certificate that includes an obligation of such owner to indemnify Parent and post a bond indemnifying Tigris against any claim suffered by Parent Tigris related to the lost, stolen or destroyed Company Potomac Stock Certificate or any Tigris Common Stock issued in exchange therefor as Parent Tigris may reasonably request. In the event of a transfer of ownership of a Company Stock Certificate that is not registered in the transfer records of the Company, payment of the Merger Consideration may be made to a Person other than the Person in whose name such Company Stock Certificate so surrendered is registered if such Company Stock Certificate shall be properly endorsed or otherwise be in proper form for transfer and the Person requesting such payment shall pay any transfer or other Taxes required by reason of the transfer or establish to the reasonable satisfaction of Parent that such Taxes have been paid or are not applicable. The Merger Consideration and any dividends or other distributions as are payable pursuant to Section 1.8(c) shall be deemed to have been in full satisfaction of all rights pertaining to Company Capital Stock formerly represented by such Company Stock Certificates. (c) No dividends or other distributions declared or made with respect to Parent Tigris Common Stock with a record date on or after the Effective Time shall be paid to the holder of any unsurrendered Company Potomac Stock Certificate with respect to the shares of Parent Tigris Common Stock that such holder has the right to receive in the Merger until such holder surrenders such Company Potomac Stock Certificate or provides an affidavit of loss, theft loss or destruction in lieu thereof in accordance with this Section 1.8 together with a duly executed letter of transmittal and such other documents as may be reasonably required by the Exchange Agent or Parent (at which time (or, if later, on the applicable payment date) such holder shall be entitled, subject to the effect of applicable abandoned property, escheat or similar Lawslaws, to receive all such dividends and distributions, without interest). (d) Any portion of the Exchange Fund that remains undistributed to holders of Company Potomac Stock Certificates as of the date that is one (1) year 180 days after the Closing Date shall be delivered to Parent Tigris upon demand, and any holders of Company Potomac Stock Certificates who have not theretofore surrendered their Company Potomac Stock Certificates in accordance with this Section 1.8 shall thereafter look only to Parent Tigris for satisfaction of their claims for Parent Tigris Common Stock, cash in lieu of fractional shares of Tigris Common Stock and any dividends or distributions with respect to shares of Parent Tigris Common Stock. (e) Each of the Exchange Agent, Tigris and the Surviving Corporation shall be entitled to deduct and withhold from any consideration deliverable pursuant to this Agreement to any holder of any Potomac Stock Certificate such amounts as are required to be deducted or withheld from such consideration under the Code or under any other applicable Legal Requirement and shall be entitled to request any reasonably appropriate Tax forms, including Form W-9 (or the appropriate Form W-8, as applicable) from any recipient of payments hereunder. To the extent such amounts are so deducted or withheld, and remitted to the appropriate taxing authority, such amounts shall be treated for all purposes under this Agreement as having been paid to the Person to whom such amounts would otherwise have been paid. (f) No Party party to this Agreement shall be liable to any holder of any Company Potomac Stock Certificate or to any other Person with respect to any shares of Parent Tigris Common Stock (or dividends or distributions with respect thereto) or for any cash amounts amounts, delivered to any public official pursuant to any applicable abandoned property Lawlaw, escheat Law law or similar LawLegal Requirement. (f) All shares of Parent Common Stock issued pursuant to this Agreement shall bear a legend (and Parent will make a notation on its transfer books to such effect) prominently stamped or printed thereon or the substance of which will otherwise be reflected on the books and records of the transfer agent for Parent Common Stock with respect to book-entry shares, in each case reading substantially as follows: “THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THESE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT PURPOSES AND NOT WITH A VIEW TO RESALE IN CONNECTION WITH A DISTRIBUTION AND MAY NOT BE SOLD OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT FOR SUCH SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND APPLICABLE STATE SECURITIES LAWS, OR AN EXEMPTION FROM REGISTRATION UNDER SUCH ACT.”

Surrender of Certificates. (a) On or prior to the Closing Date, Parent and the Company shall agree upon and select a reputable bank, transfer agent or trust company to act as exchange agent in the Merger (the “Exchange Agent”). At the Effective Time, Parent shall deposit with the Exchange Agent Agent: (i) certificates or evidence of book-entry shares representing the Parent Common Stock issuable pursuant to Section 1.5(a) and (ii) cash sufficient to make payments in lieu of fractional shares in accordance with Section 1.5(c). The Parent Common Stock and cash amounts so deposited with the Exchange Agent, together with any dividends or distributions received by the Exchange Agent with respect to such shares, are referred to collectively as the “Exchange Fund.” (b) Promptly after the Effective Time, the Parties shall cause the Exchange Agent to mail to the Persons who were record holders of shares of Company Capital Stock that were converted into the right to receive the Merger Consideration: (i) a letter of transmittal in customary form and containing such provisions as Parent may reasonably specify (including a provision confirming that delivery of Company Stock Certificates shall be effected, and risk of loss and title to Company Stock Certificates shall pass, only upon proper delivery of such Company Stock Certificates to the Exchange Agent); and (ii) instructions for effecting the surrender of Company Stock Certificates in exchange for shares of Parent Common Stock. Holders of Company Preferred Stock shall surrender Company Stock Certificates representing the shares of Company Preferred Stock that were converted in connection with the Preferred Stock Conversion. Upon surrender of a Company Stock Certificate to the Exchange Agent for exchange, together with a duly executed letter of transmittal and such other documents as may be reasonably required by the Exchange Agent or Parent (including a properly completed IRS Form W-9 or the appropriate version of IRS Form W-8, as applicable): Parent: (A) the holder of such Company Stock Certificate shall be entitled to receive in exchange therefor a certificate or certificates or book-entry shares representing the Merger Consideration (in a number of whole shares of Parent Common Stock) that such holder has the right to receive pursuant to the provisions of Section 1.5(a) (and cash in lieu of any fractional share of Parent Common Stock pursuant to the provisions of Section 1.5(c)); and (B) the Company Stock Certificate so surrendered shall be canceled. Until surrendered as contemplated by this Section 1.8(b1.7(b), each Company Stock Certificate shall be deemed, from and after the Effective Time, to represent only the right to receive a certificate or certificates or book-entry shares of Parent Common Stock representing the Merger ConsiderationConsideration (and cash in lieu of any fractional share of Parent Common Stock). If any Company Stock Certificate shall have been lost, stolen or destroyed, Parent may, in its reasonable discretion and as a condition precedent to the delivery of any shares of Parent Common Stock, require the owner of such lost, stolen or destroyed Company Stock Certificate to provide an applicable affidavit with respect to such Company Stock Certificate that includes an obligation of such owner to indemnify Parent against any claim suffered by Parent related to the lost, stolen or Table of Contents destroyed Company Stock Certificate as or any Parent Common Stock issued in exchange therefor and any other information that Parent may reasonably request. In the event of a transfer of ownership of a Company Stock Certificate that is not registered in the transfer records of the Company, payment of the Merger Consideration may be made to a Person other than the Person in whose name such Company Stock Certificate so surrendered is registered if such Company Stock Certificate shall be properly endorsed or otherwise be in proper form for transfer and the Person requesting such payment shall pay any transfer or other Taxes required by reason of the transfer or establish to the reasonable satisfaction of Parent that such Taxes have been paid or are not applicable. The Merger Consideration and any dividends or other distributions as are payable pursuant to Section 1.8(c1.7(c) shall be deemed to have been in full satisfaction of all rights pertaining to Company Capital Stock formerly represented by such Company Stock Certificates. (c) No dividends or other distributions declared or made with respect to Parent Common Stock with a record date on or after the Effective Time shall be paid to the holder of any unsurrendered Company Stock Certificate with respect to the shares of Parent Common Stock that such holder has the right to receive in the Merger until such holder surrenders such Company Stock Certificate or provides an affidavit of loss, theft loss or destruction in lieu thereof in accordance with this Section 1.8 together with a duly executed letter of transmittal and such other documents as may be reasonably required by the Exchange Agent or Parent 1.7 (at which time (or, if later, on the applicable payment date) such holder shall be entitled, subject to the effect of applicable abandoned property, escheat or similar Laws, to receive all such dividends and distributions, without interest). (d) Any portion of the Exchange Fund that remains undistributed to holders of Company Stock Certificates as of the date that is one (1) year after the Closing Date shall be delivered to Parent upon demand, and any holders of Company Stock Certificates who have not theretofore surrendered their Company Stock Certificates in accordance with this Section 1.8 1.7 shall thereafter look only to Parent for satisfaction of their claims for Parent Common Stock, cash in lieu of fractional shares of Parent Common Stock and any dividends or distributions with respect to shares of Parent Common Stock. (e) Each of the Exchange Agent, Parent and the Surviving Corporation shall be entitled to deduct and withhold from any consideration deliverable pursuant to this Agreement to any holder of any Company Stock Certificate such amounts as are required to be deducted or withheld from such consideration under the Code or under any other applicable Law. To the extent such amounts are so deducted or withheld, and remitted to the appropriate taxing authority, such amounts shall be treated for all purposes under this Agreement as having been paid to the Person to whom such amounts would otherwise have been paid. (f) No Party party to this Agreement shall be liable to any holder of any Company Stock Certificate or to any other Person with respect to any shares of Parent Common Stock (or dividends or distributions with respect thereto) or for any cash amounts delivered to any public official pursuant to any applicable abandoned property Law, escheat Law or similar Law. (f) All shares of Parent Common Stock issued pursuant to this Agreement shall bear a legend (and Parent will make a notation on its transfer books to such effect) prominently stamped or printed thereon or the substance of which will otherwise be reflected on the books and records of the transfer agent for Parent Common Stock with respect to book-entry shares, in each case reading substantially as follows: “THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THESE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT PURPOSES AND NOT WITH A VIEW TO RESALE IN CONNECTION WITH A DISTRIBUTION AND MAY NOT BE SOLD OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT FOR SUCH SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND APPLICABLE STATE SECURITIES LAWS, OR AN EXEMPTION FROM REGISTRATION UNDER SUCH ACT.”

Surrender of Certificates. (a) On or prior Prior to the Closing DateEffective ------------------------- Time, Parent and the Company shall agree upon and select designate a reputable bank, transfer agent bank or trust company located in the United States to act as exchange paying agent in which shall be reasonably satisfactory to the Merger Company (the “Exchange "Paying Agent”") to receive funds in trust in order to make the ------------ payments contemplated by Section 3.2(a). At As soon as practicable after the Effective Time, Parent shall deposit with the Exchange Agent evidence of book-entry shares representing the Parent Common Stock issuable pursuant to Section 1.5(a). The Parent Common Stock so deposited with the Exchange Agent, together with any dividends or distributions received by the Exchange Agent with respect to such shares, are referred to collectively as the “Exchange Fund.” (b) Promptly after the Effective Time, the Parties shall cause the Exchange Paying Agent to mail and/or make available to the Persons who were record holders each holder of a certificate theretofore evidencing shares of Common Stock (other than those which are held by any wholly-owned Subsidiary of the Company Capital Stock that were converted into or in the right to receive treasury of the Merger Consideration: Company or which are held directly or indirectly by Parent or any direct or indirect subsidiary of Parent (iincluding Sub)) a notice and letter of transmittal in customary form advising such holder of the effectiveness of the Merger and containing such provisions as Parent may reasonably specify (including a provision confirming that delivery of Company Stock Certificates shall be effected, and risk of loss and title to Company Stock Certificates shall pass, only upon proper delivery of such Company Stock Certificates the procedure for surrendering to the Exchange Agent); and Paying Agent such certificate or certificates which immediately prior to the Effective Time represented outstanding Common Stock (iithe "Certificates") instructions for effecting the surrender of Company Stock Certificates in exchange for shares of Parent Common Stock. Holders of Company Preferred Stock shall surrender Company Stock Certificates representing ------------ the shares of Company Preferred Stock that were converted Merger Consideration deliverable in connection with the Preferred Stock Conversionrespect thereof pursuant to this Article III. Upon the surrender of a Company Stock Certificate for cancellation to the Exchange Paying Agent for exchangeof such Certificates, together with a letter of transmittal, duly executed and completed in accordance with the instructions thereon, and any other items specified by the letter of transmittal and such other documents as may be reasonably required by transmittal, the Exchange Paying Agent or Parent (including a properly completed IRS Form W-9 or shall promptly pay to the appropriate version Person entitled thereto the product of IRS Form W-8, as applicable): (A) the holder of such Company Stock Certificate shall be entitled to receive in exchange therefor book-entry shares representing the Merger Consideration (in a and the number of whole shares of Parent Common Stock) that Stock represented by such holder has the right to receive pursuant to the provisions of Section 1.5(a); and (B) the Company Stock Certificate so surrendered shall be canceledCertificates. Until surrendered as contemplated by this Section 1.8(b)so surrendered, each Company Stock Certificate shall be deemed, from and after the Effective Timefor all corporate purposes, to represent evidence only the right to receive book-entry shares of Parent Common Stock representing upon such surrender the Merger ConsiderationConsideration deliverable in respect thereof to which such Person is entitled pursuant to this Article III. No interest shall be paid or accrued in respect of such cash payments. (b) If the Merger Consideration (or any Company Stock portion thereof) is to be delivered to a Person other than the Person in whose name the Certificates surrendered in exchange therefor are registered, it shall be a condition to the payment of the Merger Consideration that the Certificates so surrendered shall be properly endorsed or accompanied by appropriate stock powers and otherwise in proper form for transfer and that the Person requesting such transfer pay to the Paying Agent any transfer or other taxes payable by reason of the foregoing or establish to the satisfaction of the Paying Agent that such taxes have been paid or are not required to be paid. (c) In the event any Certificate shall have been lost, stolen or destroyed, Parent mayupon the making of an affidavit of that fact by the Person claiming such Certificate to be lost, stolen or destroyed, the Paying Agent will issue in its reasonable discretion and as a condition precedent to the delivery of any shares of Parent Common Stock, require the owner of exchange for such lost, stolen or destroyed Company Stock Certificate the Merger Consideration deliverable in respect thereof as determined in accordance with this Article III; provided that the Person to provide an applicable affidavit whom the Merger Consideration is paid shall, as -------- ---- a condition precedent to the payment thereof, give the Surviving Corporation a bond in such sum as it may direct or otherwise indemnify the Surviving Corporation in a manner satisfactory to it against any claim that may be made against the Surviving Corporation with respect to such Company Stock the Certificate that includes an obligation of such owner claimed to indemnify Parent against any claim suffered by Parent related to the have been lost, stolen or destroyed Company Stock Certificate as Parent may reasonably request. In the event of a transfer of ownership of a Company Stock Certificate that is not registered in the transfer records of the Company, payment of the Merger Consideration may be made to a Person other than the Person in whose name such Company Stock Certificate so surrendered is registered if such Company Stock Certificate shall be properly endorsed or otherwise be in proper form for transfer and the Person requesting such payment shall pay any transfer or other Taxes required by reason of the transfer or establish to the reasonable satisfaction of Parent that such Taxes have been paid or are not applicable. The Merger Consideration and any dividends or other distributions as are payable pursuant to Section 1.8(c) shall be deemed to have been in full satisfaction of all rights pertaining to Company Capital Stock formerly represented by such Company Stock Certificatesdestroyed. (c) No dividends or other distributions declared or made with respect to Parent Common Stock with a record date on or after the Effective Time shall be paid to the holder of any unsurrendered Company Stock Certificate with respect to the shares of Parent Common Stock that such holder has the right to receive in the Merger until such holder surrenders such Company Stock Certificate or provides an affidavit of loss, theft or destruction in lieu thereof in accordance with this Section 1.8 together with a duly executed letter of transmittal and such other documents as may be reasonably required by the Exchange Agent or Parent (at which time (or, if later, on the applicable payment date) such holder shall be entitled, subject to the effect of applicable abandoned property, escheat or similar Laws, to receive all such dividends and distributions, without interest). (d) Any portion of the Exchange Fund that remains undistributed to holders of Company Stock Certificates as of the date that is one (1) year after the Closing Date shall be delivered to Parent upon demand, and any holders of Company Stock Certificates who have not theretofore surrendered their Company Stock Certificates in accordance with this Section 1.8 shall thereafter look only to Parent for satisfaction of their claims for Parent Common Stock and any dividends or distributions with respect to shares of Parent Common Stock. (e) No Party to this Agreement shall be liable to any holder of any Company Stock Certificate or to any other Person with respect to any shares of Parent Common Stock (or dividends or distributions with respect thereto) or for any cash amounts delivered to any public official pursuant to any applicable abandoned property Law, escheat Law or similar Law. (f) All shares of Parent Common Stock issued pursuant to this Agreement shall bear a legend (and Parent will make a notation on its transfer books to such effect) prominently stamped or printed thereon or the substance of which will otherwise be reflected on the books and records of the transfer agent for Parent Common Stock with respect to book-entry shares, in each case reading substantially as follows: “THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THESE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT PURPOSES AND NOT WITH A VIEW TO RESALE IN CONNECTION WITH A DISTRIBUTION AND MAY NOT BE SOLD OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT FOR SUCH SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND APPLICABLE STATE SECURITIES LAWS, OR AN EXEMPTION FROM REGISTRATION UNDER SUCH ACT.”

Surrender of Certificates. (a) On or prior Prior to the Closing Date, Parent and the Company shall agree upon and select a reputable bank, transfer agent or trust company to act as exchange agent in the Merger (the “Exchange Agent”). At the Effective Time, Parent NHancement shall deposit with designate its transfer agent to act as the exchange agent (the "EXCHANGE AGENT") in the Merger. Promptly after the Effective Time, NHancement shall make available to the Exchange Agent evidence for exchange in accordance with this Section 1.7, the aggregate number of book-entry shares representing the Parent shares, and warrants to purchase shares, of NHancement Common Stock issuable pursuant to Section 1.5(a)1.5 in exchange for all issued and outstanding shares of Trimark Capital Stock. The Parent Common Stock so deposited with the Exchange Agent, together with any dividends or distributions received by the Exchange Agent with respect to such shares, are referred to collectively as the “Exchange Fund.” (b) Promptly after the Effective Time, the Parties Surviving Corporation shall cause to be mailed to each holder of record of a certificate or certificates (the Exchange Agent to mail "CERTIFICATES") which immediately prior to the Persons who were record holders of Effective Time represented outstanding shares of Company Trimark Capital Stock that whose shares were converted into and to the right to receive the Merger Consideration: shares of NHancement Common Stock and Warrant pursuant to Section 1.5, (i) a letter of transmittal in customary form and containing such provisions as Parent may reasonably (which shall specify (including a provision confirming that delivery of Company Stock Certificates shall be effected, and the risk of loss and title to Company Stock the Certificates shall pass, only upon proper delivery of such Company Stock the Certificates to the Exchange Agent); Agent and shall be in such form and shall have such other provisions as NHancement may reasonably specify) and (ii) instructions for use in effecting the surrender of Company Stock the Certificates in exchange for certificates representing shares of Parent NHancement Common Stock. Holders of Company Preferred Stock shall surrender Company Stock Certificates representing the shares of Company Preferred Stock that were converted in connection with the Preferred Stock Conversionand Warrants. Upon surrender of a Company Stock Certificate for cancellation to the Exchange Agent for exchange, together with a duly executed such letter of transmittal duly completed and such other documents as may be reasonably required by validly executed in accordance with the Exchange Agent or Parent (including a properly completed IRS Form W-9 or the appropriate version of IRS Form W-8instructions thereto, as applicable): (A) the holder of such Company Stock Certificate shall be entitled to receive in exchange therefor book-entry shares a certificate representing the Merger Consideration (in a number of whole shares of Parent NHancement Common Stock) that Stock plus cash in lieu of fractional shares and Warrants in accordance with Section 1.5, to which such holder has the right to receive is entitled pursuant to Section 1.5, and the provisions of Section 1.5(a); and (B) the Company Stock Certificate so surrendered shall forthwith be canceled. Until surrendered as contemplated by this Section 1.8(b)so surrendered, each Company outstanding Certificate that, prior to the Effective Time, represented shares of Trimark Capital Stock Certificate shall will be deemed, deemed from and after the Effective Time, for all corporate purposes, to represent only evidence the ownership of the number of full shares of NHancement Common Stock and Warrants into which such shares of Trimark Capital Stock shall and been so converted and the right to receive book-entry shares an amount in cash in lieu of Parent Common Stock representing the Merger Consideration. If any Company Stock Certificate shall have been lost, stolen or destroyed, Parent may, in its reasonable discretion and as a condition precedent to the delivery issuance of any fractional shares of Parent Common Stock, require the owner of such lost, stolen or destroyed Company Stock Certificate to provide an applicable affidavit with respect to such Company Stock Certificate that includes an obligation of such owner to indemnify Parent against any claim suffered by Parent related to the lost, stolen or destroyed Company Stock Certificate as Parent may reasonably request. In the event of a transfer of ownership of a Company Stock Certificate that is not registered in the transfer records of the Company, payment of the Merger Consideration may be made to a Person other than the Person in whose name such Company Stock Certificate so surrendered is registered if such Company Stock Certificate shall be properly endorsed or otherwise be in proper form for transfer and the Person requesting such payment shall pay any transfer or other Taxes required by reason of the transfer or establish to the reasonable satisfaction of Parent that such Taxes have been paid or are not applicable. The Merger Consideration and any dividends or other distributions as are payable pursuant to Section 1.8(c) shall be deemed to have been in full satisfaction of all rights pertaining to Company Capital Stock formerly represented by such Company Stock Certificates. (c) No dividends or other distributions declared or made with respect to Parent Common Stock with a record date on or after the Effective Time shall be paid to the holder of any unsurrendered Company Stock Certificate with respect to the shares of Parent Common Stock that such holder has the right to receive in the Merger until such holder surrenders such Company Stock Certificate or provides an affidavit of loss, theft or destruction in lieu thereof in accordance with this Section 1.8 together with a duly executed letter of transmittal and such other documents as may be reasonably required by the Exchange Agent or Parent (at which time (or, if later, on the applicable payment date) such holder shall be entitled, subject to the effect of applicable abandoned property, escheat or similar Laws, to receive all such dividends and distributions, without interest)1.5. (d) Any portion of the Exchange Fund that remains undistributed to holders of Company Stock Certificates as of the date that is one (1) year after the Closing Date shall be delivered to Parent upon demand, and any holders of Company Stock Certificates who have not theretofore surrendered their Company Stock Certificates in accordance with this Section 1.8 shall thereafter look only to Parent for satisfaction of their claims for Parent Common Stock and any dividends or distributions with respect to shares of Parent Common Stock. (e) No Party to this Agreement shall be liable to any holder of any Company Stock Certificate or to any other Person with respect to any shares of Parent Common Stock (or dividends or distributions with respect thereto) or for any cash amounts delivered to any public official pursuant to any applicable abandoned property Law, escheat Law or similar Law. (f) All shares of Parent Common Stock issued pursuant to this Agreement shall bear a legend (and Parent will make a notation on its transfer books to such effect) prominently stamped or printed thereon or the substance of which will otherwise be reflected on the books and records of the transfer agent for Parent Common Stock with respect to book-entry shares, in each case reading substantially as follows: “THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THESE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT PURPOSES AND NOT WITH A VIEW TO RESALE IN CONNECTION WITH A DISTRIBUTION AND MAY NOT BE SOLD OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT FOR SUCH SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND APPLICABLE STATE SECURITIES LAWS, OR AN EXEMPTION FROM REGISTRATION UNDER SUCH ACT.”

Surrender of Certificates. (a) On At or prior to the Closing DateClosing, Parent AFB shall deposit, and the Company American Bank shall agree upon cause to be deposited, with a payment agent selected by AFB and select a reputable bank, transfer agent or trust company reasonably acceptable to act as exchange agent in the Merger First Security (the “Exchange Payment Agent”). At , the aggregate Merger Consideration to which holders of shares of First Security Common Stock shall be entitled at the Effective Time, Parent shall deposit with the Exchange Agent evidence of book-entry shares representing the Parent Common Stock issuable Time pursuant to Section 1.5(a). The Parent Common Stock so deposited with the Exchange Agent, together with any dividends or distributions received by the Exchange Agent with respect to such shares, are referred to collectively as 2.05 (the “Exchange Payment Fund”).” (b) Promptly On the Closing Date, AFB shall have available for delivery to the shareholders of First Security, and as soon as reasonably practicable after the Effective TimeTime and no later than five (5) Business Days thereafter, the Parties Payment Agent shall cause the Exchange Agent to mail to each holder of record of a certificate(s) that immediately prior to the Persons who were record holders of Effective Time represented outstanding shares of Company Capital First Security Common Stock (“First Security Certificates”) that were converted into the right to receive the Merger Consideration: Consideration pursuant to Section 2.05, (i) a letter of transmittal which letter shall be in customary form and containing such provisions as Parent may reasonably specify (including a provision confirming that delivery of Company Stock Certificates shall be effectedform, and risk of loss and title to Company Stock Certificates shall pass, only upon proper delivery of such Company Stock Certificates to the Exchange Agent); and (ii) instructions for use in effecting the surrender of Company Stock the First Security Certificates in exchange for shares of Parent Common Stock. Holders of Company Preferred Stock shall surrender Company Stock Certificates representing the shares of Company Preferred Stock that were converted in connection with the Preferred Stock ConversionMerger Consideration. Upon surrender of a Company Stock First Security Certificate for cancellation to the Exchange Payment Agent for exchange, together with a duly executed such letter of transmittal transmittal, duly executed, and such other documents as may be reasonably required by the Exchange Payment Agent or Parent (including a properly completed IRS Form W-9 or the appropriate version of IRS Form W-8in accordance with customary exchange practices, as applicable): (A) the holder of such Company Stock the First Security Certificate shall be entitled to receive in exchange therefor book-entry shares representing the Merger Consideration (in a number of whole shares of Parent Common Stock) cash that such holder has the right to receive in respect of the First Security Certificates surrendered pursuant to the provisions Section 2.05 (after taking into account all shares of Section 1.5(a); and (B) the Company First Security Common Stock Certificate so surrendered shall be canceled. Until surrendered as contemplated held by this Section 1.8(b), each Company Stock Certificate shall be deemed, from and after such holder immediately prior to the Effective Time, ). The Payment Agent shall make such payments as soon as commercially practical and in any event no later than three (3) Business Days following receipt of the documents referred to represent only in the right to receive book-entry shares of Parent Common Stock representing the Merger Consideration. If any Company Stock Certificate shall have been lost, stolen or destroyed, Parent may, previous sentence in its reasonable discretion and as a condition precedent to the delivery of any shares of Parent Common Stock, require the owner of such lost, stolen or destroyed Company Stock Certificate to provide an applicable affidavit with respect to such Company Stock Certificate that includes an obligation of such owner to indemnify Parent against any claim suffered by Parent related to the lost, stolen or destroyed Company Stock Certificate as Parent may reasonably requesttheir proper form. In the event of a transfer of ownership of a Company First Security Common Stock Certificate that is not registered in the transfer records of First Security, a check for the Company, payment of the aggregate Merger Consideration due may be made issued to a Person other than transferee if the Person in whose name First Security Certificate representing such Company First Security Common Stock Certificate so is presented to the Payment Agent, accompanied by all documents required to evidence and effect such transfer and by evidence that any applicable stock transfer taxes have been paid. Until surrendered is registered if such Company Stock as contemplated by this Section 2.06, each First Security Certificate shall be properly endorsed or otherwise be in proper form for transfer and deemed at any time after the Person requesting Effective Time to represent only the right to receive upon such payment shall pay any transfer or other Taxes required by reason of surrender the transfer or establish to the reasonable satisfaction of Parent that such Taxes have been paid or are not applicable. The aggregate Merger Consideration and any dividends or other distributions as are payable pursuant to Section 1.8(c) shall be deemed to have been in full satisfaction of all rights pertaining to Company Capital Stock formerly represented by such Company Stock Certificatesdue. (c) No dividends In the event any First Security Certificates have been lost, stolen or other distributions declared destroyed, the Payment Agent shall issue in exchange for such lost, stolen or made with respect to Parent Common Stock with destroyed Certificates, upon the making of an affidavit of the facts relating thereto by the holder(s) thereof, the consideration as may be required pursuant thereto; provided, however, that AFB may, in its discretion, and as a record date on or after the Effective Time shall be paid condition precedent to the holder issuance thereof, require the owners of such lost, stolen or destroyed First Security Certificates to deliver a bond in such sum as it may reasonably direct as indemnity against any unsurrendered Company Stock Certificate claim that may be made against AFB, First Security or the Payment Agent or any other party with respect to the shares of Parent Common Stock that such holder has the right First Security Certificates alleged to receive in the Merger until such holder surrenders such Company Stock Certificate have been lost, stolen or provides an affidavit of loss, theft or destruction in lieu thereof in accordance with this Section 1.8 together with a duly executed letter of transmittal and such other documents as may be reasonably required by the Exchange Agent or Parent (at which time (or, if later, on the applicable payment date) such holder shall be entitled, subject to the effect of applicable abandoned property, escheat or similar Laws, to receive all such dividends and distributions, without interest)destroyed. (d) Any portion of the Exchange Payment Fund that remains undistributed to the holders of Company Stock First Security Certificates as of the date that is for one (1) year after the Closing Date Effective Time shall be delivered to Parent upon demand, the Surviving Corporation or otherwise on the instruction of AFB and any holders of Company Stock the First Security Certificates who have not theretofore surrendered their Company Stock Certificates in accordance complied with this Section 1.8 2.06 shall thereafter look only to Parent the Surviving Corporation and AFB for satisfaction of their claims for Parent Common Stock and any dividends or distributions the Merger Consideration with respect to the shares of Parent First Security Common StockStock formerly represented thereby to which such holders are entitled pursuant to Section 2.05 and 2.06 of this Agreement. Any such portion of the Payment Fund remaining unclaimed by holders of First Security Common Stock five years after the Effective Time (or such earlier date immediately prior to such time as such amounts would otherwise escheat to or become subject to the abandoned property law of any jurisdiction) shall, to the extent permitted by law, become the property of AFB or the Surviving Corporation free and clear of any claims or interest of any Person previously entitled thereto. (e) No Party The Payment Agent shall invest any cash included in the Payment Fund as directed by AFB, provided that such investments shall be invested solely in (a) marketable obligations of, or obligations guaranteed by, the United States of America, and/or (b) interests in any open-end or closed-end management type investment company or investment trust registered under the Investment Company Act of 1940, the portfolio of which is limited to obligations of, or obligations guaranteed by, the United States or any agency thereof (“Federal Obligations”) and to agreements to repurchase Federal Obligations that are at least 100% collateralized by Federal Obligations marked to market on a daily basis. Any interest and other income resulting from such investments shall promptly be paid to AFB. (f) AFB shall deduct and withhold from the Merger Consideration otherwise payable pursuant to this Agreement to any holder of shares of First Security Common Stock such amounts as it is required to deduct and withhold with respect to the making of such payment under the Code and the rules and regulations promulgated thereunder, or any provision of applicable law. To the extent that amounts are so deducted and withheld by AFB, such deducted and withheld amounts shall be treated for all purposes of this Agreement as having been paid to the holder of the shares of First Security Common Stock in respect to which such deduction and withholding were made by AFB. (g) None of AFB, the Surviving Corporation, First Security or the Payment Agent shall be liable to any holder Person in respect of any Company Stock Certificate or to any other Person with respect to any shares of Parent Common Stock (or dividends or distributions with respect thereto) or for any cash amounts Merger Consideration from the Payment Fund delivered to any a public official pursuant to any applicable abandoned property Lawproperty, escheat Law or similar Lawlaw. (f) All shares of Parent Common Stock issued pursuant to this Agreement shall bear a legend (and Parent will make a notation on its transfer books to such effect) prominently stamped or printed thereon or the substance of which will otherwise be reflected on the books and records of the transfer agent for Parent Common Stock with respect to book-entry shares, in each case reading substantially as follows: “THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THESE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT PURPOSES AND NOT WITH A VIEW TO RESALE IN CONNECTION WITH A DISTRIBUTION AND MAY NOT BE SOLD OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT FOR SUCH SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND APPLICABLE STATE SECURITIES LAWS, OR AN EXEMPTION FROM REGISTRATION UNDER SUCH ACT.”

Surrender of Certificates. (a) On or prior to Cerner and Merger Sub hereby appoint the Closing Date, Parent and the Company shall agree upon and select a reputable bank, transfer agent or trust company Exchange Agent to act as the exchange agent in connection with the Merger (the “Exchange Agent”)Merger. At Except as otherwise provided in this Article II, from and after the Effective Time, Parent (i) each holder of a certificate that immediately prior to the Effective Time represented outstanding shares of Common Stock (collectively, the "Common Certificates") shall deposit with be entitled to receive in exchange therefor, upon surrender thereof to the Exchange Agent evidence of book-entry shares Agent, a certificate or certificates representing the Parent number of whole shares of Cerner Common Stock issuable into which such holder's shares were converted in the Merger pursuant to Section 1.5(a)2.1(e)(i) of this Agreement, and (ii) each holder of a certificate that immediately prior to the Effective Time represented outstanding shares of Preferred Stock (collectively, the "Preferred Certificates") shall be entitled to receive cash in an amount equal to the cash consideration to which such holder is entitled to receive pursuant to Section 2.1(e)(ii) of this Agreement. The Parent Common Stock so deposited with Prior to the Effective Time, Cerner will deliver or cause to be delivered to the Exchange Agent, in trust for the benefit of the holders of Common Stock and Preferred Stock, certificates representing Cerner Common Stock and cash in such amounts necessary to provide all the Merger Consideration and Preferred Stock Merger Consideration required to be exchanged by Cerner pursuant to the terms of this Agreement (such Merger Consideration, together with any dividends or other distributions received by the Exchange Agent with respect to such sharesthereto, are referred to collectively herein as the “"Exchange Fund").” (b) Promptly after the Effective Time, the Parties shall cause the Exchange Agent to shall mail to each record holder of Common Stock as of the Persons who were record holders of shares of Company Capital Stock that were converted into the right to receive the Merger Consideration: (i) Effective Time, a letter of transmittal in customary form and containing such provisions as Parent may reasonably (which shall specify (including a provision confirming that delivery of Company Stock Certificates shall be effected, and risk of loss and title to Company Stock Common Certificates shall pass, only upon proper delivery of such Company Stock the Common Certificates to the Exchange Agent); ) and (ii) instructions for use in effecting the surrender of Company Stock Common Certificates in exchange for shares of Parent Common Stock. Holders of Company Preferred Stock shall surrender Company Stock Certificates representing the shares of Company Preferred Stock that were converted in connection with the Preferred Stock ConversionMerger Consideration. Upon surrender of a Company Stock Certificate to the Exchange Agent for exchangeof a Common Certificate evidencing Common Stock, together with a duly executed such letter of transmittal duly executed, and such any other documents as may be reasonably required by the Exchange Agent or Parent (including a properly completed IRS Form W-9 or the appropriate version of IRS Form W-8documents, as applicable): (A) the holder of such Company Stock Common Certificate (other than those shares to be canceled pursuant to Section 2.1(e)(iii) of this Agreement) shall be entitled to receive in exchange therefor book-entry therefor, certificates representing shares of Cerner Common Stock as set forth in this Article II, and such Common Certificate shall forthwith be canceled. No holder of a Common Certificate or Common Certificates shall be entitled to receive any dividend or other distribution from Cerner until the surrender of such holder's Common Certificate for a certificate or certificates representing shares of Cerner Common Stock. Upon such surrender, there shall be paid to the Merger Consideration holder the amount of any dividends or other distributions (in a without interest) that theretofore became payable with record dates after the Effective Time, but that were not paid by reason of the foregoing, with respect to the number of whole shares of Parent Cerner Common Stock) that such holder has Stock represented by the right to receive pursuant certificates issued upon surrender, which amount shall be delivered to the provisions Exchange Agent by Cerner from time to time as such dividends or other distributions are declared. If delivery of Section 1.5(a); and (B) the Company Stock Certificate so surrendered shall be canceled. Until surrendered as contemplated by this Section 1.8(b), each Company Stock Certificate shall be deemed, from and after the Effective Time, to represent only the right to receive book-entry certificates representing shares of Parent Cerner Common Stock representing the Merger Consideration. If any Company Stock Certificate shall have been lost, stolen or destroyed, Parent may, in its reasonable discretion and as a condition precedent is to the delivery of any shares of Parent Common Stock, require the owner of such lost, stolen or destroyed Company Stock Certificate to provide an applicable affidavit with respect to such Company Stock Certificate that includes an obligation of such owner to indemnify Parent against any claim suffered by Parent related to the lost, stolen or destroyed Company Stock Certificate as Parent may reasonably request. In the event of a transfer of ownership of a Company Stock Certificate that is not registered in the transfer records of the Company, payment of the Merger Consideration may be made to a Person person other than the Person person in whose name the Common Certificate surrendered is registered or if any certificate for shares of Cerner Common Stock as the case may be, is to be issued in a name other than that in which the Common Certificate surrendered therefor is registered, it shall be a condition of such Company Stock delivery or issuance that the Common Certificate so surrendered is registered if such Company Stock Certificate shall be properly endorsed or otherwise be in proper form for transfer and that the Person person requesting such payment delivery or issuance shall pay any transfer or other Taxes required by reason of such delivery or issuance to a person other than the transfer registered holder of the Common Certificate surrendered or establish to the reasonable satisfaction of Parent Cerner that such Taxes have Tax has been paid or are is not applicable. The Until surrendered in accordance with the provisions of this Section 2.3, each Common Certificate shall represent for all purposes only the right to receive shares of Cerner Common Stock (and cash in lieu of fractional shares) and the cash portion of the Merger Consideration and as provided in this Article II without any dividends or other distributions as are payable pursuant to Section 1.8(c) shall be deemed to have been in full satisfaction of all rights pertaining to Company Capital Stock formerly represented by such Company Stock Certificatesinterest thereon. (c) No dividends or other distributions declared or made with respect to Parent Common Stock with a record date on or Promptly after the Effective Time Time, the Exchange Agent shall mail to each record holder of Preferred Stock as of the Effective Time, a letter of transmittal (which shall specify that delivery shall be paid effected, and risk of loss and title to Preferred Certificates shall pass, only upon proper delivery of the Preferred Certificates to the Exchange Agent) and instructions for use in effecting the surrender of Preferred Certificates in exchange for Preferred Stock Merger Consideration. Upon surrender to the Exchange Agent of a Preferred Certificate evidencing Preferred Stock, together with such letter of transmittal duly executed, and any other required documents, the holder of any unsurrendered Company Stock such Preferred Certificate with respect to the shares of Parent Common Stock that such holder has the right shall be entitled to receive in exchange therefor, the cash portion of the Preferred Stock Merger until such holder surrenders such Company Stock Certificate or provides an affidavit of lossConsideration, theft or destruction in lieu thereof in accordance with this Section 1.8 together with a duly executed letter of transmittal and such other documents as may Preferred Certificate shall forthwith be reasonably required by the Exchange Agent or Parent (at which time (or, if later, on the applicable payment date) such holder shall be entitled, subject to the effect of applicable abandoned property, escheat or similar Laws, to receive all such dividends and distributions, without interest)canceled. (d) At the Effective Time, the stock transfer books of DHT shall be closed as to holders of the Common Stock or the Preferred Stock immediately prior to the Effective Time and no transfers of the Common Stock or the Preferred Stock by any such holder shall thereafter be made or recognized. If, after the Effective Time, (i) Common Certificates are presented to the Surviving Corporation for transfer, they shall be canceled and exchanged for shares of Cerner Common Stock (and cash in lieu of fractional shares) as provided in this Article II, in accordance with the procedures set forth in this Section 2.3, and (ii) Preferred Certificates are presented to the Surviving Corporation for transfer, they shall be canceled and exchanged for cash as provided in this Article II, in accordance with the procedures set forth in this Section 2.3. (e) Any portion of the Exchange Fund that made available to the Exchange Agent which remains undistributed to holders the former shareholders of Company Stock Certificates as of the date that is DHT for one (1) year after the Closing Date Effective Time shall be delivered to Parent the Surviving Corporation, upon demand, and any holders shareholders of Company Stock Certificates DHT who have not theretofore surrendered their Company Stock Certificates in accordance complied with this Section 1.8 Article II shall thereafter look only to Parent the Surviving Corporation for satisfaction payment of their claims claim for Parent Common Stock Merger Consideration and any dividends or distributions with respect to shares of Parent Cerner Common Stock. (ef) No Party to this Agreement None of DHT, Cerner, or the Surviving Corporation shall be liable to any holder of any Company Stock Certificate or to any other Person with respect to any shares of Parent Common Stock for the Merger Consideration (or dividends or distributions with respect thereto) or to any holder of shares of Preferred Stock for any cash amounts the Preferred Merger Consideration, delivered to any a public official pursuant to any applicable abandoned property Lawproperty, escheat Law or similar Lawlaw. (f) All shares of Parent Common Stock issued pursuant to this Agreement shall bear a legend (and Parent will make a notation on its transfer books to such effect) prominently stamped or printed thereon or the substance of which will otherwise be reflected on the books and records of the transfer agent for Parent Common Stock with respect to book-entry shares, in each case reading substantially as follows: “THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THESE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT PURPOSES AND NOT WITH A VIEW TO RESALE IN CONNECTION WITH A DISTRIBUTION AND MAY NOT BE SOLD OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT FOR SUCH SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND APPLICABLE STATE SECURITIES LAWS, OR AN EXEMPTION FROM REGISTRATION UNDER SUCH ACT.”

Surrender of Certificates. (a) On or prior to Cerner, CITATION and Merger Sub hereby appoint the Closing Date, Parent and the Company shall agree upon and select a reputable bank, transfer agent or trust company Exchange Agent to act as the exchange agent in connection with the Merger (the “Exchange Agent”)Merger. At Except as otherwise provided in this Article II, from and after the Effective Time, Parent shall deposit with each holder of a certificate that immediately prior to the Exchange Agent evidence Effective Time represented outstanding shares of book-entry shares representing the Parent Common Stock issuable pursuant (collectively, the "Certificates") shall be entitled to Section 1.5(a). The Parent Common Stock so deposited with receive in exchange therefor, upon surrender thereof to the Exchange Agent, (i) a certificate or certificates representing the number of whole shares of Cerner Common Stock into which such holder's shares were converted in the Merger pursuant to Section 2.1(e)(i)(A) and (ii) cash in an amount equal to the cash consideration to which such holder is entitled to receive pursuant to Section 2.1(e)(i)(B). Prior to the Effective Time, the Surviving Corporation will deliver to the Exchange Agent, in trust for the benefit of the holders of Common Stock and Cerner Common Stock, (i) certificates representing all of the shares of Cerner Common Stock to be issued in connection with the Merger pursuant to Section 2.1(e)(i)(A), (ii) cash in an amount sufficient for payment in lieu of fractional shares necessary to make the exchanges contemplated by this Article II on a timely basis, and (iii) cash in an amount equal to the cash portion of the Merger Consideration pursuant to Section 2.1(e)(i)(B) (such shares of Cerner Common Stock and cash together with any dividends or distributions received by the Exchange Agent with respect to such sharesthereto, are being hereinafter referred to collectively as the “"Exchange Fund").” (b) Promptly after the Effective Time, the Parties shall cause the Exchange Agent to shall mail to each record holder of Common Stock as of the Persons who were record holders of shares of Company Capital Stock that were converted into the right to receive the Merger Consideration: (i) Effective Time, a letter of transmittal in customary form and containing such provisions as Parent may reasonably (which shall specify (including a provision confirming that delivery of Company Stock Certificates shall be effected, and risk of loss and title to Company Stock Certificates shall pass, only upon proper delivery of such Company Stock the Certificates to the Exchange Agent); ) and (ii) instructions for use in effecting the surrender of Company Stock Certificates in exchange for shares of Parent Common Stock. Holders of Company Preferred Stock shall surrender Company Stock Certificates representing the shares of Company Preferred Stock that were converted in connection with the Preferred Stock ConversionMerger Consideration. Upon surrender of a Company Stock Certificate to the Exchange Agent for exchangeof a Certificate, together with a duly executed such letter of transmittal duly executed, and such any other documents as may be reasonably required by the Exchange Agent or Parent (including a properly completed IRS Form W-9 or the appropriate version of IRS Form W-8documents, as applicable): (A) the holder of such Company Stock Certificate shall be entitled to receive in exchange therefor book-entry therefor, certificates representing shares representing of Cerner Common Stock as set forth in this Article II and the cash portion of the Merger Consideration Consideration, and such Certificate shall forthwith be canceled. No holder of a Certificate or Certificates shall be entitled to receive any dividend or other distribution from Cerner until the surrender of such holder's Certificate for a certificate or certificates representing shares of Cerner Common Stock. Upon such surrender, there shall be paid to the holder the amount of any dividends or other distributions (in a without interest) that theretofore became payable with record dates after the Effective Time, but that were not paid by reason of the foregoing, with respect to the number of whole shares of Parent Cerner Common Stock) that such holder has Stock represented by the right to receive pursuant certificates issued upon surrender, which amount shall be delivered to the provisions Exchange Agent by Cerner from time to time as such dividends or other distributions are declared. If delivery of Section 1.5(a); and (B) the Company Stock Certificate so surrendered shall be canceled. Until surrendered as contemplated by this Section 1.8(b), each Company Stock Certificate shall be deemed, from and after the Effective Time, to represent only the right to receive book-entry certificates representing shares of Parent Cerner Common Stock representing the Merger Consideration. If any Company Stock Certificate shall have been lost, stolen or destroyed, Parent may, in its reasonable discretion and as a condition precedent is to the delivery of any shares of Parent Common Stock, require the owner of such lost, stolen or destroyed Company Stock Certificate to provide an applicable affidavit with respect to such Company Stock Certificate that includes an obligation of such owner to indemnify Parent against any claim suffered by Parent related to the lost, stolen or destroyed Company Stock Certificate as Parent may reasonably request. In the event of a transfer of ownership of a Company Stock Certificate that is not registered in the transfer records of the Company, payment of the Merger Consideration may be made to a Person person other than the Person person in whose name the Certificate surrendered is registered or if any certificate for shares of Cerner Common Stock as the case may be, is to be issued in a name other than that in which the Certificate surrendered therefor is registered, it shall be a condition of such Company Stock delivery or issuance that the Certificate so surrendered is registered if such Company Stock Certificate shall be properly endorsed or otherwise be in proper form for transfer and that the Person person requesting such payment delivery or issuance shall pay any transfer or other Taxes required by reason of such delivery or issuance to a person other than the transfer registered holder of the Certificate surrendered or establish to the reasonable satisfaction of Parent Cerner that such Taxes have Tax has been paid or are is not applicable. The Until surrendered in accordance with the provisions of this Section 2.3, each Certificate shall represent for all purposes only the right to receive shares of Cerner Common Stock (and cash in lieu of fractional shares) and the cash portion of the Merger Consideration and as provided in this Article II without any dividends or other distributions as are payable pursuant to Section 1.8(c) shall be deemed to have been in full satisfaction of all rights pertaining to Company Capital Stock formerly represented by such Company Stock Certificatesinterest thereon. (c) No dividends or other distributions declared or made with respect to Parent After the Effective Time, there shall be no transfers on the stock transfer books of the Surviving Corporation of the shares of Common Stock with a record date on or that were outstanding prior to the Effective Time. If, after the Effective Time Time, Certificates are presented to the Surviving Corporation for transfer, they shall be paid to the holder of any unsurrendered Company Stock Certificate with respect to the canceled and exchanged for shares of Parent Cerner Common Stock that such holder has the right to receive in the Merger until such holder surrenders such Company Stock Certificate or provides an affidavit of loss, theft or destruction (and cash in lieu thereof of fractional shares) as provided in this Article II, in accordance with the procedures set forth in this Section 1.8 together with a duly executed letter of transmittal and such other documents as may be reasonably required by the Exchange Agent or Parent (at which time (or, if later, on the applicable payment date) such holder shall be entitled, subject to the effect of applicable abandoned property, escheat or similar Laws, to receive all such dividends and distributions, without interest)2.3. (d) Any portion of the Exchange Fund that made available to the Exchange Agent which remains undistributed to holders the former shareholders of Company Stock Certificates as of the date that is CITATION for one (1) year after the Closing Date Effective Time shall be delivered to Parent the Surviving Corporation, upon demand, and any holders shareholders of Company Stock Certificates CITATION who have not theretofore surrendered their Company Stock Certificates in accordance complied with this Section 1.8 Article II shall thereafter look only to Parent the Surviving Corporation for satisfaction payment of their claims claim for Parent Common Stock Merger Consideration and any dividends or distributions with respect to shares of Parent Cerner Common Stock. (e) No Party to this Agreement None of CITATION, Cerner, or the Surviving Corporation shall be liable to any holder of any Company Stock Certificate or to any other Person with respect to any shares of Parent Common Stock for the Merger Consideration (or dividends or distributions with respect thereto) or for any cash amounts delivered to any a public official pursuant to any applicable abandoned property Lawproperty, escheat Law or similar Law. law. Any amounts remaining unclaimed by holders of any such shares two years after the Effective Time (f) All shares of Parent Common Stock issued pursuant to this Agreement shall bear a legend (and Parent will make a notation on its transfer books or such earlier date immediately prior to such effecttime as such amounts would otherwise escheat to or become property of any Governmental Entity) prominently stamped or printed thereon or shall, to the substance of which will otherwise be reflected on extent permitted by applicable law, become the books and records property of the transfer agent for Parent Common Stock with respect to book-entry sharesSurviving Corporation free and clear of any claims or interest of any such holders or their successors, in each case reading substantially as follows: “THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THESE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT PURPOSES AND NOT WITH A VIEW TO RESALE IN CONNECTION WITH A DISTRIBUTION AND MAY NOT BE SOLD OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT FOR SUCH SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND APPLICABLE STATE SECURITIES LAWS, OR AN EXEMPTION FROM REGISTRATION UNDER SUCH ACTassigns or personal representatives previously entitled thereto.”

Surrender of Certificates. (a) On Before any holder of Preferred Shares shall be entitled for redemption under the provisions of this Section 6, such holder shall surrender its, his or prior her certificate or certificates representing such Preferred Shares to be redeemed to the Closing DateCompany in the manner and at the place designated by the Company for that purpose, Parent and the Redemption Price shall be payable on the Redemption Date to the order of the Person whose name appears on the register of members of the Company as the owner of such shares and each such certificate shall agree upon and select be cancelled on the Redemption Date. In the event less than all the shares represented by any such certificate are redeemed, a reputable bank, transfer agent or trust company to act as exchange agent in the Merger (the “Exchange Agent”). At the Effective Time, Parent new certificate shall deposit with the Exchange Agent evidence of book-entry shares be promptly issued representing the Parent Common Stock issuable pursuant unredeemed shares. Unless there has been a default in payment of the applicable Redemption Price, upon cancellation of the certificate representing such Preferred Shares to Section 1.5(a). The Parent Common Stock so deposited with be redeemed, all dividends on such Preferred Shares designated for redemption on the Exchange Agentrelevant Redemption Date shall cease to accrue and all rights of the holders thereof, together with any dividends or distributions received by the Exchange Agent with respect to such shares, are referred to collectively as the “Exchange Fund.” (b) Promptly after the Effective Time, the Parties shall cause the Exchange Agent to mail to the Persons who were record holders of shares of Company Capital Stock that were converted into except the right to receive the Merger Consideration: (i) a letter of transmittal in customary form and containing such provisions as Parent may reasonably specify Redemption Price thereof (including a provision confirming that delivery of Company Stock Certificates shall be effected, all accrued and risk of loss and title to Company Stock Certificates shall pass, only upon proper delivery of such Company Stock Certificates unpaid dividend up to the Exchange Agentrelevant redemption date); , shall cease and (ii) instructions for effecting the surrender of Company Stock Certificates in exchange for terminate and such Preferred Shares shall cease to be issued shares of Parent Common Stockthe Company. Holders of If the Company fails to redeem any Preferred Stock Shares for which redemption is requested, then during the period from the Redemption Date through the date on which such Preferred Shares are actually redeemed and the Redemption Price is actually made, in full, such Preferred Shares shall surrender Company Stock Certificates representing the shares of Company Preferred Stock that were converted in connection with the Preferred Stock Conversion. Upon surrender of a Company Stock Certificate continue to the Exchange Agent for exchange, together with a duly executed letter of transmittal be outstanding and such other documents as may be reasonably required by the Exchange Agent or Parent (including a properly completed IRS Form W-9 or the appropriate version of IRS Form W-8, as applicable): (A) the holder of such Company Stock Certificate shall be entitled to receive all rights and preferences of Preferred Shares. After payment in exchange therefor book-entry shares representing full of the Merger Consideration (in a number aggregate Redemption Price for all issued and outstanding Preferred Shares, all rights of whole shares the holders thereof as shareholders of Parent Common Stock) that such holder has the right to receive pursuant to the provisions of Section 1.5(a); and (B) the Company Stock Certificate so surrendered shall cease and terminate and such Preferred Shares shall be canceled. Until surrendered as contemplated by this Section 1.8(b), each Company Stock Certificate shall be deemed, from and after the Effective Time, to represent only the right to receive book-entry shares of Parent Common Stock representing the Merger Consideration. If any Company Stock Certificate shall have been lost, stolen or destroyed, Parent may, in its reasonable discretion and as a condition precedent to the delivery of any shares of Parent Common Stock, require the owner of such lost, stolen or destroyed Company Stock Certificate to provide an applicable affidavit with respect to such Company Stock Certificate that includes an obligation of such owner to indemnify Parent against any claim suffered by Parent related to the lost, stolen or destroyed Company Stock Certificate as Parent may reasonably request. In the event of a transfer of ownership of a Company Stock Certificate that is not registered in the transfer records of the Company, payment of the Merger Consideration may be made to a Person other than the Person in whose name such Company Stock Certificate so surrendered is registered if such Company Stock Certificate shall be properly endorsed or otherwise be in proper form for transfer and the Person requesting such payment shall pay any transfer or other Taxes required by reason of the transfer or establish to the reasonable satisfaction of Parent that such Taxes have been paid or are not applicable. The Merger Consideration and any dividends or other distributions as are payable pursuant to Section 1.8(c) shall be deemed to have been in full satisfaction of all rights pertaining to Company Capital Stock formerly represented by such Company Stock Certificatescancelled. (c) No dividends or other distributions declared or made with respect to Parent Common Stock with a record date on or after the Effective Time shall be paid to the holder of any unsurrendered Company Stock Certificate with respect to the shares of Parent Common Stock that such holder has the right to receive in the Merger until such holder surrenders such Company Stock Certificate or provides an affidavit of loss, theft or destruction in lieu thereof in accordance with this Section 1.8 together with a duly executed letter of transmittal and such other documents as may be reasonably required by the Exchange Agent or Parent (at which time (or, if later, on the applicable payment date) such holder shall be entitled, subject to the effect of applicable abandoned property, escheat or similar Laws, to receive all such dividends and distributions, without interest). (d) Any portion of the Exchange Fund that remains undistributed to holders of Company Stock Certificates as of the date that is one (1) year after the Closing Date shall be delivered to Parent upon demand, and any holders of Company Stock Certificates who have not theretofore surrendered their Company Stock Certificates in accordance with this Section 1.8 shall thereafter look only to Parent for satisfaction of their claims for Parent Common Stock and any dividends or distributions with respect to shares of Parent Common Stock. (e) No Party to this Agreement shall be liable to any holder of any Company Stock Certificate or to any other Person with respect to any shares of Parent Common Stock (or dividends or distributions with respect thereto) or for any cash amounts delivered to any public official pursuant to any applicable abandoned property Law, escheat Law or similar Law. (f) All shares of Parent Common Stock issued pursuant to this Agreement shall bear a legend (and Parent will make a notation on its transfer books to such effect) prominently stamped or printed thereon or the substance of which will otherwise be reflected on the books and records of the transfer agent for Parent Common Stock with respect to book-entry shares, in each case reading substantially as follows: “THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THESE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT PURPOSES AND NOT WITH A VIEW TO RESALE IN CONNECTION WITH A DISTRIBUTION AND MAY NOT BE SOLD OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT FOR SUCH SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND APPLICABLE STATE SECURITIES LAWS, OR AN EXEMPTION FROM REGISTRATION UNDER SUCH ACT.”

Surrender of Certificates. (a) On or prior to the Closing Date, Parent and the Company shall agree upon and select a reputable bank, transfer agent or trust company to act as exchange agent in the Merger (the “Exchange Agent”). At After the Effective Time, Parent shall deposit with the Exchange Agent evidence of book-entry shares representing the Parent Common Stock issuable pursuant to Section 1.5(a). The Parent Common Stock so deposited with the Exchange Agent, together with any dividends or distributions received by the Exchange Agent with respect to such shares, are referred to collectively as the “Exchange Fund.” (b) Promptly after the Effective Time, the Parties shall cause the Exchange Agent to mail to the Persons who were record holders each holder of shares of Company Capital Dynamotion Common Stock that were converted into outstanding immediately before the right Effective Time (other than Dissenting Shares), upon surrender to receive the Merger Consideration: ESI or its agent designated for such purpose of a certificate or certificates formerly representing such shares (i) or a letter of transmittal in customary form and containing such provisions as Parent may reasonably specify (including a provision confirming that delivery of Company Stock Certificates shall be effected, and risk of loss and title to Company Stock Certificates shall pass, only upon proper delivery of such Company Stock Certificates to the Exchange Agent); and (ii) instructions for effecting the surrender of Company Stock Certificates in exchange certificate for shares of Parent Common Class A Stock or Class B Cumulative Convertible Preferred Shares of Dynamotion, $0.01 per share par value ("Class B Stock. Holders of Company Preferred Stock shall surrender Company Stock Certificates representing the "), that have been converted into shares of Company Preferred Dynamotion Common Stock that were converted in connection with the Preferred Stock Conversion. Upon surrender of a Company Stock Certificate pursuant to the Exchange Agent for exchange, together with a duly executed letter of transmittal and such other documents as may be reasonably required by the Exchange Agent or Parent (including a properly completed IRS Form W-9 or the appropriate version of IRS Form W-8, as applicable): (AConversion Proposal) the holder of such Company Stock Certificate shall will be entitled to receive in exchange therefor book-entry shares (a) a certificate representing the Merger Consideration (in a number of whole shares of Parent ESI Common Stock) that Stock into which such holder has the right to receive shares of Dynamotion Common Stock have been converted pursuant to the provisions of Section 1.5(a); 1.3 less, in the case of each Key Shareholder, the number of such shares determined to be Escrowed Property (as defined in Section 6.3) and (Bb) subject to Section 6.3 and the Company Stock Certificate so surrendered shall be canceled. Until surrendered provisions of the Escrow Agreement (as contemplated by this defined in Section 1.8(b2.2), each Company Stock Certificate shall be deemed, from and after a certificate representing the Effective Time, to represent only the right to receive book-entry shares of Parent ESI Common Stock representing the Merger Considerationdetermined to be Escrowed Property. If any Company certificate for shares of ESI Common Stock Certificate shall have been lostis to be issued in a name other than that in which the certificate surrendered in exchange therefor is registered, stolen or destroyed, Parent may, in its reasonable discretion and as it will be a condition precedent to the delivery of any shares of Parent Common Stock, require the owner of such lost, stolen or destroyed Company Stock Certificate to provide an applicable affidavit with respect to such Company Stock Certificate that includes an obligation of such owner to indemnify Parent against any claim suffered by Parent related to the lost, stolen or destroyed Company Stock Certificate as Parent may reasonably request. In the event of a transfer of ownership of a Company Stock Certificate that is not registered in the transfer records of the Company, payment of issuance thereof that the Merger Consideration may be made to a Person other than the Person in whose name such Company Stock Certificate certificate so surrendered is registered if such Company Stock Certificate shall be properly endorsed or and otherwise be in proper form for transfer and that the Person person requesting such payment shall exchange pay to ESI or its agent designated for such purpose any transfer or other Taxes taxes required by reason of the transfer or establish to the reasonable satisfaction of Parent ESI or its agent that such Taxes have tax has been paid or are is not applicablepayable. The Merger Consideration and If any dividends or other distributions as are payable pursuant to Section 1.8(c) shall be deemed to have been in full satisfaction holder of all rights pertaining to Company Capital Stock formerly represented by such Company Stock Certificates. (c) No dividends or other distributions declared or made with respect to Parent shares of Dynamotion Common Stock with a record date on or after the Effective Time shall be paid to the holder of any unsurrendered Company Stock Certificate with respect to the shares of Parent Common Stock that such holder has the right to receive in the Merger until such holder surrenders such Company Stock Certificate or provides an affidavit of loss, theft or destruction in lieu thereof canceled and retired in accordance with this Section 1.8 together Agreement is unable to deliver a certificate or certificates representing such shares, ESI, in the absence of actual notice that any shares theretofore represented by any such certificate have been acquired by a bona fide purchaser, will deliver to such holder the number of shares of ESI Common Stock to which such holder is entitled in accordance with a duly executed letter the provisions of transmittal this Agreement upon the presentation of the following: (i) evidence reasonably satisfactory to ESI (1) that such person is the owner of the shares theretofore represented by each certificate claimed by him or her to be lost, wrongfully taken, or destroyed and (2) that he or she is the person who would be entitled to present such other documents certificate for exchange pursuant to this Agreement; and (ii) such security or indemnity as may be reasonably required requested by the Exchange Agent or Parent (at which time (or, if later, on the applicable payment date) such holder shall be entitled, subject ESI to the effect of applicable abandoned property, escheat or similar Laws, to receive all such dividends indemnify and distributions, without interest). (d) Any portion of the Exchange Fund that remains undistributed to holders of Company Stock Certificates as of the date that is one (1) year after the Closing Date shall be delivered to Parent upon demand, hold ESI and any holders of Company Stock Certificates who have not theretofore surrendered their Company Stock Certificates in accordance with this Section 1.8 shall thereafter look only to Parent for satisfaction of their claims for Parent Common Stock and any dividends or distributions its transfer agent harmless with respect to shares of Parent Common Stocksuch exchange. (e) No Party to this Agreement shall be liable to any holder of any Company Stock Certificate or to any other Person with respect to any shares of Parent Common Stock (or dividends or distributions with respect thereto) or for any cash amounts delivered to any public official pursuant to any applicable abandoned property Law, escheat Law or similar Law. (f) All shares of Parent Common Stock issued pursuant to this Agreement shall bear a legend (and Parent will make a notation on its transfer books to such effect) prominently stamped or printed thereon or the substance of which will otherwise be reflected on the books and records of the transfer agent for Parent Common Stock with respect to book-entry shares, in each case reading substantially as follows: “THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THESE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT PURPOSES AND NOT WITH A VIEW TO RESALE IN CONNECTION WITH A DISTRIBUTION AND MAY NOT BE SOLD OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT FOR SUCH SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND APPLICABLE STATE SECURITIES LAWS, OR AN EXEMPTION FROM REGISTRATION UNDER SUCH ACT.”

Surrender of Certificates. (a) On or prior Prior to the Closing Date, Parent and the Company shall agree upon and select a reputable bank, transfer agent or trust company to act as exchange agent in the Merger (the “Exchange Agent”). At the Effective Time, the Parent shall select ComputerShare Trust Company or another bank or trust company reasonably acceptable to the Company to act as the exchange agent (the "Exchange Agent") to receive the shares of Parent Common Stock issuable under Section 1.3. (b) At or as promptly as practicable following the Effective Time, the Parent shall deposit with the Exchange Agent evidence Agent, for exchange in accordance with this Article 1, the shares of book-entry shares representing the Parent Common Stock Stock, issuable pursuant to Section 1.5(a)1.3 in exchange for outstanding Company Shares. The In addition, the Parent Common Stock so deposited with shall make available from time to time, if and as necessary after the Exchange AgentEffective Time, together with cash in an amount sufficient for payment in lieu of fractional shares pursuant to Section 1.3(f) and for payment of any dividends or distributions received to which holders of Company Shares may be entitled pursuant to Section 1.4(d). Such funds shall be held in trust by the Exchange Agent with respect to such shares, are referred to collectively as for the “Exchange Fundbenefit of the applicable holders of Company Shares.” (bc) Promptly As soon as reasonably practicable after the Effective Time, the Parties Parent shall cause the Exchange Agent to mail to each holder of record (as of the Persons who were record holders Effective Time) of one or more certificates (the "Certificates") which immediately prior to the Effective Time represented outstanding Company Shares, whose shares of Company Capital Stock that were converted into the right to receive the Merger Consideration: Per Share Consideration pursuant to Section 1.3 (or Company Shares held in book-entry form): (i) a letter of transmittal in customary form and containing such provisions as Parent may reasonably (which shall specify (including a provision confirming that delivery of Company Stock Certificates shall be effected, and risk of loss and title to Company Stock the Certificates shall pass, only upon proper delivery of such Company Stock the Certificates to the Exchange AgentAgent and shall contain customary provisions with respect to delivery of an "agent's message" with respect to Company Shares in book-entry form); and , (ii) a declaration form in which the holder of record states whether the holder is a resident of Israel as defined in the Income Tax Ordinance of Israel [New Version], 1961 (the "Ordinance"), and (iii) instructions in customary form for use in effecting the surrender of the Certificates or Company Stock Certificates Shares in book-entry form in exchange for shares of Parent Common Stock. Holders of Company Preferred Stock shall surrender Company Stock Certificates representing the shares of Company Preferred Stock that were converted in connection with the Preferred Stock ConversionPer Share Consideration. Upon surrender of a Company Stock Certificate Certificates for cancellation or delivery of an "agent's message" to the Exchange Agent for exchangeor to such other agent or agents as may be appointed by the Parent, together with a duly executed such letter of transmittal and such other documents as may be reasonably required by declaration form, duly completed and validly executed in accordance with the Exchange Agent or Parent (including a properly completed IRS Form W-9 or instructions thereto, the appropriate version of IRS Form W-8, as applicable): (A) the holder holders of such Certificates or Company Stock Certificate Shares in book-entry form shall be entitled to receive in exchange therefor the Per Share Consideration into which their the Company Shares were converted at the Effective Time (rounded to the nearest whole share after aggregating all Company Shares held by such holder), and the Certificates or book-entry shares representing the Merger Consideration (in a number of whole shares of Parent Common Stock) that such holder has the right to receive pursuant to the provisions of Section 1.5(a); and (B) the Company Stock Certificate Shares so surrendered shall forthwith be canceled. No interest shall accrue or be paid on the amounts payable pursuant to Section 1.3 upon the surrender of any Certificate for the benefit of the holder of such Certificate or upon or delivery of an "agent's message" for the benefit of the holder of book-entry shares. Until surrendered as contemplated by this Section 1.8(b)so surrendered, each Company Stock Certificate shall outstanding Certificates will be deemed, deemed from and after the Effective Time, Time for all corporate purposes to represent evidence only the right to receive book-entry shares of Parent Common Stock representing the Merger Consideration. If any Per Share Consideration into which such Company Stock Certificate shall Shares have been lostconverted and, stolen or destroyedif applicable, Parent may, an amount of cash in its reasonable discretion and as a condition precedent to lieu of the delivery issuance of any fractional shares of Parent Common Stock, require the owner of such lost, stolen or destroyed Company Stock Certificate to provide an applicable affidavit in accordance with respect to such Company Stock Certificate that includes an obligation of such owner to indemnify Parent against any claim suffered by Parent related to the lost, stolen or destroyed Company Stock Certificate as Parent may reasonably request. In the event of a transfer of ownership of a Company Stock Certificate that is not registered in the transfer records of the Company, payment of the Merger Consideration may be made to a Person other than the Person in whose name such Company Stock Certificate so surrendered is registered if such Company Stock Certificate shall be properly endorsed or otherwise be in proper form for transfer and the Person requesting such payment shall pay any transfer or other Taxes required by reason of the transfer or establish to the reasonable satisfaction of Parent that such Taxes have been paid or are not applicable. The Merger Consideration Section 1.3(f) and any dividends or other distributions as are payable pursuant to Section 1.8(c) shall 1.4(d). Until an "agent's message" is delivered, book-entry positions will be deemed from and after the Effective Time for all corporate purposes to evidence only the right to receive the Per Share Consideration into which such Company Shares have been converted and, if applicable, an amount of cash in full satisfaction lieu of all rights pertaining the issuance of any fractional shares in accordance with Section 1.3(f) and any dividends or distributions payable pursuant to Company Capital Stock formerly represented by such Company Stock CertificatesSection 1.4(d). (cd) No dividends or other distributions declared or made with respect to after the date of this Agreement (whether in cash, shares of Parent Common Stock with a record date on or after the Effective Time shall be paid to the holder of any unsurrendered Company Stock Certificate other form) with respect to the shares of Parent Common Stock with a record date after the Effective Time will be paid to the holders of any unsurrendered Certificates with respect to any shares of Parent Common Stock represented thereby until the holders of record of such Certificates shall surrender such Certificates, provided that in the event that such holder has holders comply with the right provisions of Section 1.6, such holders shall be entitled to receive in the Merger until any such holder surrenders dividends or distributions regardless of their having failed to deliver such Company Stock Certificate or provides an affidavit Certificates. Following surrender of lossany such Certificates, theft or destruction in lieu thereof in accordance with this Section 1.8 together with a duly executed letter of transmittal and such other documents as may be reasonably required by the Exchange Agent or Parent (at which time (or, if later, on the applicable payment date) such holder shall be entitled, subject deliver to the effect of applicable abandoned property, escheat or similar Laws, to receive all such dividends and distributionsrecord holders thereof, without interest). (d) Any portion , certificates representing whole shares of the Exchange Fund that remains undistributed to holders of Company Stock Certificates as of the date that is one (1) year after the Closing Date shall be delivered to Parent upon demand, and any holders of Company Stock Certificates who have not theretofore surrendered their Company Stock Certificates in accordance with this Section 1.8 shall thereafter look only to Parent for satisfaction of their claims for Parent Common Stock issued in exchange therefor along with payment in lieu of fractional shares pursuant to Section 1.3(f) and the amount of any such dividends or other distributions with a record date after the Effective Time payable with respect to such whole shares of Parent Common Stock. (e) No Party to this Agreement shall be liable to any holder of any Company Stock Certificate or to any other Person with respect to any If shares of Parent Common Stock issuable pursuant to Section 1.3 are to be issued in the name of a Person (as defined in Section 8.7(h)) other than the Person in whose name the Certificates surrendered in exchange therefor are registered, it will be a condition of the issuance thereof that the Certificates so surrendered will be properly endorsed and otherwise in proper form for transfer and that the Persons requesting such issuance will have paid to the Parent or dividends any agent designated by it any transfer or distributions other Taxes (as defined in Section 2.14(a)) required by reason of the issuance of the shares of Parent Common Stock in the name of a Person other than the registered holder of the Certificates surrendered, or established to the reasonable satisfaction of the Parent or any agent designated by it that such tax has been paid or is not payable. (f) Each of the Exchange Agent, the Parent and the Surviving Company shall be entitled to deduct and withhold from any consideration payable or otherwise deliverable pursuant to this Agreement, including pursuant to Section 1.3(d), to any holder or former holder of Company Shares or Company Options, such amounts as may be required to be deducted or withheld therefrom under the Code, the Ordinance, or under any provision of state, local, Israeli or other foreign law or any other applicable Legal Requirement, subject to any specific exemption with respect theretoto Israeli Tax withholding from the Israeli Tax Authorities that provides otherwise. To the extent such amounts are so deducted or withheld, such amounts shall be treated for all purposes under this Agreement as having been paid to the Person to whom such amounts would otherwise have been paid. (g) or Notwithstanding anything to the contrary in this Section 1.4, neither the Exchange Agent nor any party hereto shall be liable to a holder of Company Shares for any cash amounts delivered amount properly paid to any a public official pursuant to any applicable abandoned property Lawproperty, escheat Law or similar Lawlaw. (f) All shares of Parent Common Stock issued pursuant to this Agreement shall bear a legend (and Parent will make a notation on its transfer books to such effect) prominently stamped or printed thereon or the substance of which will otherwise be reflected on the books and records of the transfer agent for Parent Common Stock with respect to book-entry shares, in each case reading substantially as follows: “THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THESE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT PURPOSES AND NOT WITH A VIEW TO RESALE IN CONNECTION WITH A DISTRIBUTION AND MAY NOT BE SOLD OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT FOR SUCH SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND APPLICABLE STATE SECURITIES LAWS, OR AN EXEMPTION FROM REGISTRATION UNDER SUCH ACT.”

Surrender of Certificates. (a) On or prior to Upon surrender of stock certificates representing the Closing Date, Parent and the Company shall agree upon and select a reputable bank, transfer agent or trust company to act as exchange agent in the Merger shares of Chaparral Common Stock (the “Exchange AgentChaparral Stock Certificates”). At ) (accompanied by duly executed stock powers) at the Closing as well as the delivery to Parent of a letter of transmittal which shall include customary representations and warranties including, but not limited to, the Chaparral Stockholders’ right, title and interest in their Chaparral Common Stock, their acceptance of the terms and conditions of the proposed transaction, and acknowledgement by the Chaparral Stockholders that any and all rights, preferences, privileges and obligations owed by Chaparral to the Chaparral Stockholders, shall cease and be of no further force or effect, the Chaparral Stockholders holding such Chaparral Stock Certificates shall receive in exchange therefore stock certificates representing the number of shares of Parent Common Stock into which their shares of Chaparral Common Stock are converted at the Effective Time, Parent shall deposit with the Exchange Agent evidence of book-entry shares representing the Parent Common Stock issuable pursuant to Section 1.5(a). The Parent Common Stock so deposited with the Exchange Agent, together with any dividends or distributions received by the Exchange Agent with respect to and such shares, are referred to collectively as the “Exchange Fund.” (b) Promptly after the Effective Time, the Parties shall cause the Exchange Agent to mail to the Persons who were record holders of shares of Company Capital Stock that were converted into the right to receive the Merger Consideration: (i) a letter of transmittal in customary form and containing such provisions as Parent may reasonably specify (including a provision confirming that delivery of Company Chaparral Stock Certificates shall be effectedcancelled. Until so surrendered, and risk of loss and title to Company outstanding Chaparral Stock Certificates shall pass, only upon proper delivery of such Company Stock Certificates to the Exchange Agent); and (ii) instructions for effecting the surrender of Company Stock Certificates in exchange for shares of Parent Common Stock. Holders of Company Preferred Stock shall surrender Company Stock Certificates representing the shares of Company Preferred Stock that were converted in connection with the Preferred Stock Conversion. Upon surrender of a Company Stock Certificate to the Exchange Agent for exchange, together with a duly executed letter of transmittal and such other documents as may be reasonably required by the Exchange Agent or Parent (including a properly completed IRS Form W-9 or the appropriate version of IRS Form W-8, as applicable): (A) the holder of such Company Stock Certificate shall be entitled to receive in exchange therefor book-entry shares representing the Merger Consideration (in a number of whole shares of Parent Common Stock) that such holder has the right to receive pursuant to the provisions of Section 1.5(a); and (B) the Company Stock Certificate so surrendered shall be canceled. Until surrendered as contemplated by this Section 1.8(b), each Company Stock Certificate shall will be deemed, from and after the Effective Time, to represent evidence only the right to receive book-entry the applicable number of shares of Parent Common Stock representing the Merger Consideration. If any Company Stock Certificate shall have been lost, stolen or destroyed, Parent may, in its reasonable discretion and as a condition precedent pursuant to the delivery of any shares of Parent Common Stock, require the owner of such lost, stolen or destroyed Company Stock Certificate to provide an applicable affidavit with respect to such Company Stock Certificate that includes an obligation of such owner to indemnify Parent against any claim suffered by Parent related to the lost, stolen or destroyed Company Stock Certificate as Parent may reasonably request. In the event of a transfer of ownership of a Company Stock Certificate that is not registered in the transfer records of the Company, allocation set forth on Exhibit B. If payment of the Merger Stock Consideration may is to be made to a Person other than the Person in whose name such Company the Chaparral Common Stock Certificate so surrendered is registered if such Company Stock Certificate registered, it shall be properly endorsed or otherwise a condition of payment that the letter of transmittal be in proper form for such transfer and that the Person requesting such payment shall pay any have paid all transfer or and other Taxes required by reason of the transfer issuance to a Person other than the registered holder of the Chaparral Common Stock, or establish such Person shall have established to the reasonable satisfaction of Parent that such Taxes have Tax either has been paid or are is not applicable. The Merger Consideration and any dividends or other distributions as are payable pursuant to Section 1.8(c) shall be deemed to have been in full satisfaction of all rights pertaining to Company Capital Stock formerly represented by such Company Stock Certificates. (c) No dividends or other distributions declared or made with respect to Parent Common Stock with a record date on or after the Effective Time shall be paid to the holder of any unsurrendered Company Stock Certificate with respect to the shares of Parent Common Stock that such holder has the right to receive in the Merger until such holder surrenders such Company Stock Certificate or provides an affidavit of loss, theft or destruction in lieu thereof in accordance with this Section 1.8 together with a duly executed letter of transmittal and such other documents as may be reasonably required by the Exchange Agent or Parent (at which time (or, if later, on the applicable payment date) such holder shall be entitled, subject to the effect of applicable abandoned property, escheat or similar Laws, to receive all such dividends and distributions, without interest). (d) Any portion of the Exchange Fund that remains undistributed to holders of Company Stock Certificates as of the date that is one (1) year after the Closing Date shall be delivered to Parent upon demand, and any holders of Company Stock Certificates who have not theretofore surrendered their Company Stock Certificates in accordance with this Section 1.8 shall thereafter look only to Parent for satisfaction of their claims for Parent Common Stock and any dividends or distributions with respect to shares of Parent Common Stock. (e) No Party to this Agreement shall be liable to any holder of any Company Stock Certificate or to any other Person with respect to any shares of Parent Common Stock (or dividends or distributions with respect thereto) or for any cash amounts delivered to any public official pursuant to any applicable abandoned property Law, escheat Law or similar Law. (f) All shares of Parent Common Stock issued pursuant to this Agreement shall bear a legend (and Parent will make a notation on its transfer books to such effect) prominently stamped or printed thereon or the substance of which will otherwise be reflected on the books and records of the transfer agent for Parent Common Stock with respect to book-entry shares, in each case reading substantially as follows: “THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THESE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT PURPOSES AND NOT WITH A VIEW TO RESALE IN CONNECTION WITH A DISTRIBUTION AND MAY NOT BE SOLD OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT FOR SUCH SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND APPLICABLE STATE SECURITIES LAWS, OR AN EXEMPTION FROM REGISTRATION UNDER SUCH ACT.”

Surrender of Certificates. (a) On or prior Prior to the Closing Date, Parent and the Company shall agree upon and select a reputable bank, transfer agent or trust company to act as exchange agent in the Merger (the “Exchange Agent”). At the Effective Time, the Parent shall deposit with designate a bank or trust company located in the Exchange Agent evidence of book-entry shares representing the Parent Common Stock issuable pursuant United States to Section 1.5(a). The Parent Common Stock so deposited with the Exchange Agent, together with any dividends or distributions received by the Exchange Agent with respect to such shares, are referred to collectively act as paying agent (the “Exchange Fund.Paying Agent” (b) Promptly to receive funds in trust in order to make the payments contemplated by Sections 2.2(a) and 2.7. As soon as practicable after the Effective Time, the Parties Parent shall cause the Exchange Paying Agent to mail and/or make available to the Persons who were each record holders holder of a certificate theretofore evidencing shares of Company Capital Common Stock that were converted into the right to receive the Merger Consideration: (iother than Excluded Shares) a notice and letter of transmittal in customary form advising such record holder of the effectiveness of the Merger and containing such provisions as Parent may reasonably specify (including a provision confirming that delivery of Company Stock Certificates shall be effected, and risk of loss and title to Company Stock Certificates shall pass, only upon proper delivery of such Company Stock Certificates the procedure for surrendering to the Exchange Agent); and Paying Agent such certificate or certificates which immediately prior to the Effective Time represented outstanding Common Stock (iithe “Certificates”) instructions for effecting the surrender of Company Stock Certificates in exchange for shares of Parent Common Stock. Holders of Company Preferred Stock shall surrender Company Stock Certificates representing the shares of Company Preferred Stock that were converted Merger Consideration deliverable in connection with the Preferred Stock Conversionrespect thereof pursuant to this Article II. Upon the surrender of a Company Stock Certificate for cancellation to the Exchange Paying Agent for exchangeof such Certificates, together with a letter of transmittal, duly executed and completed in accordance with the instructions thereon, and any other items specified by the letter of transmittal and such other documents as may be reasonably required by transmittal, the Exchange Parent shall cause (i) the Paying Agent or Parent (including a properly completed IRS Form W-9 or to promptly pay to the appropriate version Person entitled thereto an amount equal to the product of IRS Form W-8, as applicable): (A) the holder of such Company Stock Certificate shall be entitled to receive in exchange therefor book-entry shares representing the Initial Merger Consideration (in a number of whole shares of Parent Common Stock) that such holder has the right to receive pursuant to the provisions of Section 1.5(a); and (B) the Company number of shares of Common Stock Certificate so surrendered shall be canceledrepresented by such Certificates, and (ii) the trustees of the Liquidating Trust to deliver to each Person entitled thereto one Unit of the Liquidating Trust in book entry form for each share of Common Stock represented by such Certificates. Until surrendered as contemplated by this Section 1.8(b)so surrendered, each Company Stock Certificate shall be deemed, from and after the Effective Timefor all corporate purposes, to represent evidence only the right to receive book-entry shares of Parent Common Stock representing upon such surrender the Merger ConsiderationConsideration deliverable in respect thereof to which such Person is entitled pursuant to this Article II. No interest shall be paid or accrued in respect of such cash payments. (b) If any Company Stock Merger Consideration (or any portion thereof) is to be delivered to a Person other than the Person in whose name the Certificates surrendered in exchange therefor are registered, it shall be a condition to the payment of the Merger Consideration that the Certificates so surrendered shall be properly endorsed or accompanied by appropriate stock powers and otherwise in proper form for transfer, and that the Person requesting such transfer pay to the Paying Agent any transfer or other Taxes payable by reason of the foregoing or establish to the satisfaction of the Paying Agent that such Taxes have been paid or are not required to be paid. (c) In the event any Certificate shall have been lost, stolen or destroyed, Parent mayupon the making of an affidavit of that fact by the Person claiming such Certificate to be lost, stolen or destroyed, the Paying Agent shall issue in its reasonable discretion and exchange for such lost, stolen or destroyed Certificate the Merger Consideration deliverable in respect thereof as determined in accordance with this Article II; provided, that such Person to whom the Merger Consideration is delivered shall, as a condition precedent to the delivery thereof, deliver to the Surviving Corporation a bond in such sum as it may direct or, in the sole discretion of the Surviving Corporation, otherwise indemnify the Surviving Corporation in a manner satisfactory to it against any shares of Parent Common Stock, require Claim that may be made against the owner of such Surviving Corporation with respect to the Certificate claimed to have been lost, stolen or destroyed Company Stock Certificate to provide an applicable affidavit with respect to such Company Stock Certificate that includes an obligation of such owner to indemnify Parent against any claim suffered by Parent related to the lost, stolen or destroyed Company Stock Certificate as Parent may reasonably request. In the event of a transfer of ownership of a Company Stock Certificate that is not registered in the transfer records of the Company, payment of the Merger Consideration may be made to a Person other than the Person in whose name such Company Stock Certificate so surrendered is registered if such Company Stock Certificate shall be properly endorsed or otherwise be in proper form for transfer and the Person requesting such payment shall pay any transfer or other Taxes required by reason of the transfer or establish to the reasonable satisfaction of Parent that such Taxes have been paid or are not applicable. The Merger Consideration and any dividends or other distributions as are payable pursuant to Section 1.8(c) shall be deemed to have been in full satisfaction of all rights pertaining to Company Capital Stock formerly represented by such Company Stock Certificatesdestroyed. (c) No dividends or other distributions declared or made with respect to Parent Common Stock with a record date on or after the Effective Time shall be paid to the holder of any unsurrendered Company Stock Certificate with respect to the shares of Parent Common Stock that such holder has the right to receive in the Merger until such holder surrenders such Company Stock Certificate or provides an affidavit of loss, theft or destruction in lieu thereof in accordance with this Section 1.8 together with a duly executed letter of transmittal and such other documents as may be reasonably required by the Exchange Agent or Parent (at which time (or, if later, on the applicable payment date) such holder shall be entitled, subject to the effect of applicable abandoned property, escheat or similar Laws, to receive all such dividends and distributions, without interest). (d) Any portion of the Exchange Fund that remains undistributed to holders of Company Stock Certificates as of the date that is one (1) year after the Closing Date shall be delivered to Parent upon demand, and any holders of Company Stock Certificates who have not theretofore surrendered their Company Stock Certificates in accordance with this Section 1.8 shall thereafter look only to Parent for satisfaction of their claims for Parent Common Stock and any dividends or distributions with respect to shares of Parent Common Stock. (e) No Party to this Agreement shall be liable to any holder of any Company Stock Certificate or to any other Person with respect to any shares of Parent Common Stock (or dividends or distributions with respect thereto) or for any cash amounts delivered to any public official pursuant to any applicable abandoned property Law, escheat Law or similar Law. (f) All shares of Parent Common Stock issued pursuant to this Agreement shall bear a legend (and Parent will make a notation on its transfer books to such effect) prominently stamped or printed thereon or the substance of which will otherwise be reflected on the books and records of the transfer agent for Parent Common Stock with respect to book-entry shares, in each case reading substantially as follows: “THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THESE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT PURPOSES AND NOT WITH A VIEW TO RESALE IN CONNECTION WITH A DISTRIBUTION AND MAY NOT BE SOLD OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT FOR SUCH SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND APPLICABLE STATE SECURITIES LAWS, OR AN EXEMPTION FROM REGISTRATION UNDER SUCH ACT.”

Surrender of Certificates. (a) On or prior Prior to the Closing Datemailing of the Proxy Statement, Parent and the Company shall agree upon and select a reputable bank, transfer agent bank or trust company to act as exchange agent in the Merger (the “Exchange Agent”)) for the purpose of exchanging Company Stock Certificates for the Merger Consideration. At Promptly after the Effective Time, Parent shall, and, if necessary, shall cause the Surviving Corporation to, deposit with the Exchange Agent evidence of book-entry shares representing cash sufficient to make the Parent Common Stock issuable payments required pursuant to Section 1.5(a). The Parent Common Stock cash amounts so deposited with the Exchange Agent, together with any dividends or distributions received by the Exchange Agent with respect to such shares, are referred to collectively as the “Exchange Fund.” (b) Promptly after the Effective Time (but in no event later than five (5) Business Days after the Effective Time), the Parties shall cause the Exchange Agent to will mail to the Persons who were record holders of shares of Company Capital Stock that were converted into Certificates immediately prior to the right to receive the Merger ConsiderationEffective Time: (i) a letter of transmittal in customary form and containing such provisions as Parent may reasonably specify (including a provision confirming that delivery of Company Stock Certificates shall be effected, and risk of loss and title to Company Stock Certificates shall pass, only upon proper delivery of such Company Stock Certificates to the Exchange Agent); and (ii) instructions for use in effecting the surrender of Company Stock Certificates in exchange for shares of Parent Common Stock. Holders of Company Preferred Stock shall surrender Company Stock Certificates representing the shares of Company Preferred Stock that were converted in connection with the Preferred Stock ConversionMerger Consideration. Upon surrender of a Company Stock Certificate to the Exchange Agent for exchange, together with a duly executed letter of transmittal and such other documents as may be reasonably required by the Exchange Agent or Parent (including a properly completed IRS Form W-9 or the appropriate version of IRS Form W-8, as applicable): Parent: (A) the holder of such Company Stock Certificate shall be entitled to receive in exchange therefor book-entry shares representing the Merger Consideration (in a number of whole shares of Parent Common Stock) cash payment that such holder has the right to receive pursuant to the provisions of Section 1.5(a) (provided that if the aggregate amount of such payment would require the payment of a fraction of a cent, the amount to be paid shall be rounded up to the next whole cent); and (B) the Company Stock Certificate so surrendered shall be canceled. Until surrendered as contemplated by this Section 1.8(b1.7(b), each Company Stock Certificate shall be deemed, from and after the Effective Time, to represent only the right to receive book-entry shares of Parent Common Stock representing the Merger Considerationa payment in cash as contemplated by Section 1.5. If any Company Stock Certificate shall have been lost, stolen or destroyed, Parent may, in its reasonable discretion and as a condition precedent to the delivery of any Merger Consideration with respect to the shares of Parent Company Common StockStock previously represented by such Company Stock Certificate, require the owner of such lost, stolen or destroyed Company Stock Certificate to provide an applicable appropriate affidavit and to deliver a bond (in such sum as Parent may reasonably direct) as indemnity against any claim that may be made against the Exchange Agent, Parent or the Surviving Corporation with respect to such Company Stock Certificate that includes an obligation of such owner to indemnify Parent against any claim suffered by Parent related to the lost, stolen or destroyed Company Stock Certificate as Parent may reasonably request. In the event of a transfer of ownership of a Company Stock Certificate that is not registered in the transfer records of the Company, payment of the Merger Consideration may be made to a Person other than the Person in whose name such Company Stock Certificate so surrendered is registered if such Company Stock Certificate shall be properly endorsed or otherwise be in proper form for transfer and the Person requesting such payment shall pay any transfer or other Taxes required by reason of the transfer or establish to the reasonable satisfaction of Parent that such Taxes have been paid or are not applicable. The Merger Consideration and any dividends or other distributions as are payable pursuant to Section 1.8(c) shall be deemed to have been in full satisfaction of all rights pertaining to Company Capital Stock formerly represented by such Company Stock CertificatesCertificate. (c) No dividends or other distributions declared or made with respect to Parent Common Stock with a record date on or after the Effective Time shall be paid to the holder of any unsurrendered Company Stock Certificate with respect to the shares of Parent Common Stock that such holder has the right to receive in the Merger until such holder surrenders such Company Stock Certificate or provides an affidavit of loss, theft or destruction in lieu thereof in accordance with this Section 1.8 together with a duly executed letter of transmittal and such other documents as may be reasonably required by the Exchange Agent or Parent (at which time (or, if later, on the applicable payment date) such holder shall be entitled, subject to the effect of applicable abandoned property, escheat or similar Laws, to receive all such dividends and distributions, without interest). (d) Any portion of the Exchange Fund that remains undistributed to holders of Company Stock Certificates as of the date that is one (1) year after the Closing Date shall be delivered to Parent upon demand, and any holders of Company Stock Certificates who have not theretofore surrendered their Company Stock Certificates in accordance with this Section 1.8 1.7 shall thereafter look only to Parent for satisfaction of their claims for cash sufficient to make the payments required pursuant to Section 1.5(a). (d) Each of the Exchange Agent, Parent Common and the Surviving Corporation shall be entitled to deduct and withhold from any consideration deliverable pursuant to this Agreement to any holder of any Company Stock and Certificate or Company Option such amounts as Parent reasonably determines in good faith are required to be deducted or withheld from such consideration under the Code or any dividends provision of state, local or distributions with respect foreign Tax law or under any other applicable Legal Requirement. To the extent such amounts are so deducted or withheld, such amounts shall be treated for all purposes under this Agreement as having been paid to shares of Parent Common Stockthe Person to whom such amounts would otherwise have been paid. (e) No Party to this Agreement Neither Parent nor the Surviving Corporation shall be liable to any holder of any Company Stock Certificate or to any other Person with respect to any shares of Parent Common Stock (or dividends or distributions with respect thereto) or for any cash amounts amounts, delivered to any public official pursuant to any applicable abandoned property Lawlaw, escheat Law law or similar LawLegal Requirement. (f) All shares of Parent Common Stock issued pursuant to transfer, stamp, documentary and similar Taxes incurred in connection with this Agreement and the Contemplated Transactions shall bear a legend (and Parent will make a notation on its transfer books to such effect) prominently stamped or printed thereon or be the substance of which will otherwise be reflected on the books and records responsibility of the transfer agent for Parent Common holders of Company Stock with respect to book-entry sharesCertificates, in each case reading substantially as follows: “THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THESE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT PURPOSES AND NOT WITH A VIEW TO RESALE IN CONNECTION WITH A DISTRIBUTION AND MAY NOT BE SOLD OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT FOR SUCH SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND APPLICABLE STATE SECURITIES LAWS, OR AN EXEMPTION FROM REGISTRATION UNDER SUCH ACTunless otherwise required by any applicable Legal Requirement.”

Surrender of Certificates. (a) On The Corporation shall notify in writing all holders of record of shares of Preferred Stock of the Optional Conversion Time and the place designated for optional conversion of shares of Preferred Stock pursuant to Section 3.1. 1. If the Corporation obtains knowledge that a Public Offering or a Deemed Liquidation Event is proposed to occur, the Corporation shall give prompt written notice of such event describing in reasonable detail the material terms and date of consummation thereof to each holder of Preferred Stock, but in any event such notice shall not be given no later than five days prior to the Closing Dateoccurrence of such Public Offering or Deemed Liquidation Event. Upon receipt of the notice, Parent and the Company shall agree upon and select a reputable bank, transfer agent or trust company to act as exchange agent in the Merger (the “Exchange Agent”). At the Effective Time, Parent shall deposit with the Exchange Agent evidence of book-entry shares representing the Parent Common Stock issuable pursuant to Section 1.5(a). The Parent Common Stock so deposited with the Exchange Agent, together with any dividends or distributions received by the Exchange Agent with respect to such shares, are referred to collectively as the “Exchange Fund.” (b) Promptly after the Effective Time, the Parties shall cause the Exchange Agent to mail to the Persons who were record holders each holder of shares of Company Capital Preferred Stock that were converted into the right electing to receive the Merger Consideration: (i) a letter of transmittal in customary form and containing such provisions as Parent may reasonably specify (including a provision confirming that delivery of Company Stock Certificates shall be effected, and risk of loss and title to Company Stock Certificates shall pass, only upon proper delivery convert all or any portion of such Company Stock Certificates to the Exchange Agent); and (ii) instructions for effecting the surrender of Company Stock Certificates in exchange for shares of Parent Common Stock. Holders of Company holder’s Preferred Stock shall surrender Company Stock Certificates representing the such holder’s certificate or certificates for all such shares of Company Preferred Stock that were being converted in connection with the Preferred Stock Conversion. Upon surrender of a Company Stock Certificate to the Exchange Agent for exchange(or, together with a duly executed letter of transmittal and if such other documents as may be reasonably required by the Exchange Agent or Parent (including a properly completed IRS Form W-9 or the appropriate version of IRS Form W-8, as applicable): (A) the holder of such Company Stock Certificate shall be entitled to receive in exchange therefor book-entry shares representing the Merger Consideration (in a number of whole shares of Parent Common Stock) alleges that such holder certificate has the right to receive pursuant to the provisions of Section 1.5(a); and (B) the Company Stock Certificate so surrendered shall be canceled. Until surrendered as contemplated by this Section 1.8(b), each Company Stock Certificate shall be deemed, from and after the Effective Time, to represent only the right to receive book-entry shares of Parent Common Stock representing the Merger Consideration. If any Company Stock Certificate shall have been lost, stolen or destroyed, Parent may, in its reasonable discretion a lost certificate affidavit and as a condition precedent agreement reasonably acceptable to the delivery of any shares of Parent Common Stock, require the owner of such lost, stolen or destroyed Company Stock Certificate to provide an applicable affidavit with respect to such Company Stock Certificate that includes an obligation of such owner Corporation to indemnify Parent the Corporation against any claim suffered by Parent related to the lost, stolen or destroyed Company Stock Certificate as Parent may reasonably request. In the event of a transfer of ownership of a Company Stock Certificate that is not registered in the transfer records of the Company, payment of the Merger Consideration may be made to a Person other than against the Person in whose name such Company Stock Certificate so surrendered is registered if such Company Stock Certificate shall be properly endorsed or otherwise be in proper form for transfer and the Person requesting such payment shall pay any transfer or other Taxes required by reason Corporation on account of the transfer or establish to the reasonable satisfaction of Parent that such Taxes have been paid or are not applicable. The Merger Consideration and any dividends or other distributions as are payable pursuant to Section 1.8(c) shall be deemed to have been in full satisfaction of all rights pertaining to Company Capital Stock formerly represented by such Company Stock Certificates. (c) No dividends or other distributions declared or made with respect to Parent Common Stock with a record date on or after the Effective Time shall be paid to the holder of any unsurrendered Company Stock Certificate with respect to the shares of Parent Common Stock that such holder has the right to receive in the Merger until such holder surrenders such Company Stock Certificate or provides an affidavit of alleged loss, theft or destruction of such certificate) to the Corporation at the place designated in lieu thereof in accordance with such notice, and shall thereafter receive certificates for the number of shares of Common Stock to which such holder is entitled pursuant to this Section 1.8 together with a duly executed letter of transmittal and such other documents as may be reasonably 3. If so required by the Exchange Agent Corporation, certificates surrendered for conversion shall be endorsed or Parent (at which time (oraccompanied by written instrument or instruments of transfer, in form reasonably satisfactory to the Corporation, duly executed by the registered holder or such holder’s attorney duly authorized in writing. Other than the rights to dividend payments set forth in Section 3.3.2 below, all rights with respect to the Preferred Stock converted pursuant to Section 3.1.1, including the rights, if later, on the applicable payment date) such holder shall be entitled, subject to the effect of applicable abandoned property, escheat or similar Lawsany, to receive all such dividends notices and distributionsvote (other than as a holder of Common Stock), without interest). will terminate at the Optional Conversion Time (d) Any portion notwithstanding the failure of the holder or holders thereof to surrender the certificates at or prior to such time), except only the rights of [*] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Fund that remains undistributed Commission pursuant to holders of Company Stock Certificates as Rule 406 of the date that is one (1) year after the Closing Date shall be delivered to Parent upon demand, and any holders Securities Act of Company Stock Certificates who have not theretofore surrendered their Company Stock Certificates in accordance with this Section 1.8 shall thereafter look only to Parent for satisfaction of their claims for Parent Common Stock and any dividends or distributions with respect to shares of Parent Common Stock. (e) No Party to this Agreement shall be liable to any holder of any Company Stock Certificate or to any other Person with respect to any shares of Parent Common Stock (or dividends or distributions with respect thereto) or for any cash amounts delivered to any public official pursuant to any applicable abandoned property Law, escheat Law or similar Law. (f) All shares of Parent Common Stock issued pursuant to this Agreement shall bear a legend (and Parent will make a notation on its transfer books to such effect) prominently stamped or printed thereon or the substance of which will otherwise be reflected on the books and records of the transfer agent for Parent Common Stock with respect to book-entry shares, in each case reading substantially as follows: “THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THESE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT PURPOSES AND NOT WITH A VIEW TO RESALE IN CONNECTION WITH A DISTRIBUTION AND MAY NOT BE SOLD OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT FOR SUCH SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND APPLICABLE STATE SECURITIES LAWS, OR AN EXEMPTION FROM REGISTRATION UNDER SUCH ACTas amended.”

Surrender of Certificates. (a) On or prior to the Closing Date, Parent and the Company shall agree upon and select a reputable bank, transfer agent bank or trust company to act as exchange agent in the Merger (the “Exchange Agent”). At Promptly after the Effective Time, Parent shall deposit with the Exchange Agent evidence of book-entry shares Agent: (i) certificates representing the shares of Parent Common Stock issuable pursuant to Section 1.5(a1.5; (ii) the Contingent Value Rights issuable under the Agreement; and (iii) cash sufficient to make payments in lieu of fractional shares in accordance with Section 1.5(d). The shares of Parent Common Stock Stock, the Contingent Value Rights and cash amounts so deposited with the Exchange Agent, together with any dividends or distributions received by the Exchange Agent with respect to such shares, are referred to collectively as the “Exchange Fund.” (b) Promptly after the Effective Time, the Parties shall cause the Exchange Agent to will mail to the Persons who were record holders of shares of Company Capital Stock that were converted into Certificates immediately prior to the right to receive the Merger ConsiderationEffective Time: (i) a letter of transmittal in customary form and containing such provisions as Parent may reasonably specify (including a provision confirming that delivery of Company Stock Certificates shall be effected, and risk of loss and title to Company Stock Certificates shall pass, only upon proper delivery of such Company Stock Certificates to the Exchange Agent); and (ii) instructions for use in effecting the surrender of Company Stock Certificates in exchange for shares of certificates representing Parent Common Stock. Holders of Company Preferred Stock shall surrender Company Stock Certificates representing the shares of Company Preferred Stock that were converted in connection with the Preferred Stock Conversionand Contingent Value Rights. Upon surrender of a Company Stock Certificate to the Exchange Agent for exchange, together with a duly executed letter of transmittal and such other documents as may be reasonably required by the Exchange Agent or Parent (including a properly completed IRS Form W-9 or the appropriate version of IRS Form W-8, as applicable): Parent: (A) the holder of such Company Stock Certificate shall be entitled to receive in exchange therefor book-entry shares a certificate representing the Merger Consideration (in a number of whole shares of Parent Common Stock) Stock that such holder has the right to receive pursuant to the provisions of Section 1.5(a)1.5 (and cash in lieu of any fractional share of Parent Common Stock) and the Contingent Value Right that such holder has the right to receive in respect of the Company Common Stock formerly represented by such Company Stock Certificate; and (B) the Company Stock Certificate so surrendered shall be canceled. Until surrendered as contemplated by this Section 1.8(b1.7(b), each Company Stock Certificate shall be deemed, from and after the Effective Time, to represent only the right to receive book-entry shares of Parent Common Stock representing the Merger Consideration(and cash in lieu of any fractional share of Parent Common Stock) as contemplated by Section 1.5. If any Company Stock Certificate shall have been lost, stolen or destroyed, Parent may, in its reasonable discretion and as a condition precedent to the delivery of any shares of Parent Common Stock, require the owner of such lost, stolen or destroyed Company Stock Certificate to provide an applicable affidavit with respect to such Company Stock Certificate that includes an obligation of such owner to indemnify Parent against any claim suffered by Parent related to the lost, stolen or destroyed Company Stock Certificate as Parent may reasonably request. In the event of a transfer of ownership of a Company Stock Certificate that is not registered in the transfer records of the Company, payment of the Merger Consideration may be made to a Person other than the Person in whose name such Company Stock Certificate so surrendered is registered if such Company Stock Certificate shall be properly endorsed or otherwise be in proper form for transfer and the Person requesting such payment shall pay any transfer or other Taxes required by reason of the transfer or establish to the reasonable satisfaction of Parent that such Taxes have been paid or are not applicable. The Merger Consideration and any dividends or other distributions as are payable pursuant to Section 1.8(c) shall be deemed to have been in full satisfaction of all rights pertaining to Company Capital Stock formerly represented by such Company Stock Certificates. (c) No dividends or other distributions declared or made with respect to Parent Common Stock with a record date on or after the Effective Time shall be paid to the holder of any unsurrendered Company Stock Certificate with respect to the shares of Parent Common Stock that such holder has the right to receive in the Merger until such holder surrenders such Company Stock Certificate or provides an affidavit of loss, theft or destruction in lieu thereof in accordance with this Section 1.8 together with a duly executed letter of transmittal and such other documents as may be reasonably required by the Exchange Agent or Parent (at which time (or, if later, on the applicable payment date) such holder shall be entitled, subject to the effect of applicable abandoned property, escheat or similar Laws, to receive all such dividends and distributions, without interest). (d) Any portion of the Exchange Fund that remains undistributed to holders of Company Stock Certificates as of the date that is one (1) year after the Closing Date shall be delivered to Parent upon demand, and any holders of Company Stock Certificates who have not theretofore surrendered their Company Stock Certificates in accordance with this Section 1.8 shall thereafter look only to Parent for satisfaction of their claims for Parent Common Stock and any dividends or distributions with respect to shares of Parent Common Stock. (e) No Party to this Agreement shall be liable to any holder of any Company Stock Certificate or to any other Person with respect to any shares of Parent Common Stock (or dividends or distributions with respect thereto) or for any cash amounts delivered to any public official pursuant to any applicable abandoned property Law, escheat Law or similar Law. (f) All shares of Parent Common Stock issued pursuant to this Agreement shall bear a legend (and Parent will make a notation on its transfer books to such effect) prominently stamped or printed thereon or the substance of which will otherwise be reflected on the books and records of the transfer agent for Parent Common Stock with respect to book-entry shares, in each case reading substantially as follows: “THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THESE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT PURPOSES AND NOT WITH A VIEW TO RESALE IN CONNECTION WITH A DISTRIBUTION AND MAY NOT BE SOLD OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT FOR SUCH SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND APPLICABLE STATE SECURITIES LAWS, OR AN EXEMPTION FROM REGISTRATION UNDER SUCH ACT.”a

Surrender of Certificates. (a) On or prior the date of the Closing, the Purchaser will deliver to the Closing Date, Parent and the Company shall agree upon and select a reputable bank, transfer agent or trust company to act as exchange agent in designated for the Merger (the “"Exchange Agent”). At the Effective Time, Parent shall deposit with the Exchange Agent evidence of book-entry shares ") (i) certificates representing the Parent number of shares of Purchaser Common Stock issuable that will be required for delivery to the stockholders of the Company pursuant to Section 1.5(a). The Parent Common Stock so deposited with the Exchange AgentMerger, together with any dividends or distributions received (ii) the appropriate amount of cash to be held in trust by the Exchange Agent with respect and will take such further action as may be necessary in order that certificates for shares of Purchaser Common Stock and any fractional share cash consideration may be delivered to such shares, are referred to collectively the stockholders of the Company. As promptly as the “Exchange Fund.” (b) Promptly practicable after the Effective TimeClosing, the Parties shall cause the Exchange Agent to mail to the Persons who were record holders each holder of an outstanding certificate or certificates theretofore representing shares of Company Capital Stock that were converted into the right to receive the Merger Consideration: (i) a letter of transmittal in customary form and containing such provisions as Parent may reasonably specify (including a provision confirming that delivery of Company Stock Certificates shall be effected, and risk of loss and title to Company Stock Certificates shall pass, only upon proper delivery of such Company Stock Certificates to the Exchange Agent); and (ii) instructions for effecting the surrender of Company Stock Certificates in exchange for shares of Parent Common Stock. Holders of Company Preferred Stock shall surrender Company Stock Certificates representing the shares of Company Preferred Stock that were converted in connection with the Preferred Stock Conversion. Upon surrender of a Company Stock Certificate same to the Exchange Agent for exchange, together with a duly executed letter of transmittal and such other documents as may be reasonably required by the Exchange Agent or Parent (including a properly completed IRS Form W-9 or the appropriate version of IRS Form W-8, as applicable): (A) the holder of such Company Stock Certificate shall be entitled to receive in exchange therefor book-entry shares a certificate or certificates representing the Merger Consideration (in a number of whole shares of Parent Purchaser Common Stock) that such holder has Stock into which the right to receive pursuant to the provisions of Section 1.5(a); and (B) the Company Stock Certificate so surrendered shall be canceled. Until surrendered as contemplated by this Section 1.8(b), each Company Stock Certificate shall be deemed, from and after the Effective Time, to represent only the right to receive book-entry shares of Parent Company Common Stock representing the Merger Consideration. If any Company Stock Certificate shall have been lost, stolen or destroyed, Parent may, in its reasonable discretion and were converted as a condition precedent to the delivery of any shares of Parent Common Stock, require the owner of such lost, stolen or destroyed Company Stock Certificate to provide an applicable affidavit with respect to such Company Stock Certificate that includes an obligation of such owner to indemnify Parent against any claim suffered by Parent related to the lost, stolen or destroyed Company Stock Certificate as Parent may reasonably request. In the event of a transfer of ownership of a Company Stock Certificate that is not registered in the transfer records result of the Company, payment of the Merger Consideration may be made to a Person other than the Person in whose name such Company Stock Certificate so surrendered is registered if such Company Stock Certificate shall be properly endorsed or otherwise be in proper form for transfer and the Person requesting such payment shall pay any transfer or other Taxes required by reason of the transfer or establish to the reasonable satisfaction of Parent that such Taxes have been paid or are not applicableMerger. The Merger Consideration and any dividends Dividends or other distributions as are payable pursuant after the Closing to Section 1.8(c) shall be deemed to have been holders of record after such date in full satisfaction respect of all rights pertaining to Company Capital Stock formerly represented by such Company Stock Certificates. (c) No dividends or other distributions declared or made with respect to Parent shares of Purchaser Common Stock with a record date on or after resulting from the Effective Time exchange of Company Common Stock shall not be paid to holders thereof until certificates are surrendered for exchange as aforesaid, but, upon surrender, there shall be paid to the holder holders of any unsurrendered Purchaser Common Stock issued in exchange for Company Common Stock Certificate with respect the amount of dividends or other distributions which shall have become payable to the shares Purchaser's stockholders of Parent Common Stock that such holder has record after the right to receive in date of the Merger until such holder surrenders such Company Stock Certificate or provides an affidavit of loss, theft or destruction in lieu thereof in accordance with this Section 1.8 together with a duly executed letter of transmittal and such other documents as may be reasonably required by the Exchange Agent or Parent (at which time (or, if later, on the applicable payment date) such holder shall be entitled, subject to the effect of applicable abandoned property, escheat or similar Laws, to receive all such dividends and distributionsClosing, without interest). (d) Any portion of the Exchange Fund that remains undistributed to holders of Company Stock Certificates as of the date that is one (1) year after the Closing Date shall be delivered to Parent upon demand, and any holders of Company Stock Certificates who have not theretofore surrendered their Company Stock Certificates in accordance with this Section 1.8 shall thereafter look only to Parent for satisfaction of their claims for Parent Common Stock and any dividends or distributions with respect to shares of Parent Common Stock. (e) No Party to this Agreement shall be liable to any holder of any Company Stock Certificate or to any other Person with respect to any shares of Parent Common Stock (or dividends or distributions with respect thereto) or for any cash amounts delivered to any public official pursuant to any applicable abandoned property Law, escheat Law or similar Law. (f) All shares of Parent Common Stock issued pursuant to this Agreement shall bear a legend (and Parent will make a notation on its transfer books to such effect) prominently stamped or printed thereon or the substance of which will otherwise be reflected on the books and records of the transfer agent for Parent Common Stock with respect to book-entry shares, in each case reading substantially as follows: “THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THESE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT PURPOSES AND NOT WITH A VIEW TO RESALE IN CONNECTION WITH A DISTRIBUTION AND MAY NOT BE SOLD OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT FOR SUCH SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND APPLICABLE STATE SECURITIES LAWS, OR AN EXEMPTION FROM REGISTRATION UNDER SUCH ACT.”

Surrender of Certificates. (a) On or All shares of Common Stock and Preferred Stock that have been converted pursuant to Section 2.08 shall be cancelled automatically and shall cease to exist, and the holders of any certificates that immediately prior to the Closing DateEffective Time represented those shares (“Certificates”) shall cease to have any rights with respect to each of those shares, other than the right to receive the Per Share Merger Consideration in accordance with the terms and provisions hereof, upon surrender of their Certificates or affidavit in accordance with this Section 2.09. (b) If any of the Per Share Merger Consideration is to be paid to a Person or Entity other than the Person or Entity in whose name the surrendered Certificate is registered, then the Per Share Merger Consideration may be paid to such a transferee so long as (A) the surrendered Certificate is accompanied by all documents required to evidence and effect that transfer and (B) the Person or Entity requesting such payment (1) pays any applicable transfer Taxes or (2) establishes to the satisfaction of Parent and that any such Taxes have already been paid or are not applicable. (c) At the Effective Time, the stock transfer books of the Company shall agree upon be closed and select there shall be no further registration of transfers of the shares of Common Stock or Preferred Stock that were outstanding immediately prior to the Effective Time. (d) None of the Paying Agent, Parent or the Surviving Corporation shall be liable to any holder of Certificates for any amount properly paid to a reputable bankpublic official under any applicable abandoned property, transfer agent escheat or trust company similar Legal Requirements. (e) Prior to act as exchange agent in the Merger (the “Exchange Agent”). At the Effective Time, Parent shall deposit enter into a paying agent agreement (the “Paying Agent Agreement”) with a third party paying agent (the Exchange “Paying Agent”) and at the Effective Time, Parent shall provide funds to the Paying Agent evidence in an amount equal to product of book-entry (i) the Per Share Merger Consideration and (ii) the number of shares representing the Parent of Common Stock issuable pursuant and Preferred Stock outstanding as of the Closing Date. Such funds provided to Section 1.5(a). The Parent Common Stock so deposited with the Exchange Agent, together with any dividends or distributions received by the Exchange Paying Agent with respect to such shares, are referred to collectively as the “Exchange Payment Fund.” (bf) Promptly after At or prior to the Effective Time, the Parties shall Company will mail or will cause the Exchange Agent to mail be mailed to the Persons who were record holders each holder of shares of Company Capital Stock that were converted into the right to receive the Merger Consideration: (i) Certificates, a letter of transmittal in customary form and containing such provisions as Parent may reasonably (the “Letter of Transmittal”) which shall specify (including a provision confirming that delivery of Company Stock Certificates shall be effected, and risk of loss and title to Company Stock Certificates any certificate shall pass, pass only upon proper delivery of the Certificates (or the affidavit contemplated by subsection (g)), together with such Company Stock Certificates Letter of Transmittal properly completed and duly executed, to the Exchange AgentPaying Agent and instructions for use in surrendering such Certificates and receiving the Per Share Merger Consideration, if any, in respect of the Common Stock or Preferred Stock evidenced thereby. Upon the surrender of each such Certificate (or the affidavit contemplated by subsection (g); ) and a properly completed and executed Letter of Transmittal, the Paying Agent shall pay the holder of such Certificate (out of the Payment Fund) an amount equal to the product of (i) the Per Share Merger Consideration and (ii) instructions for effecting the surrender number of Company Stock Certificates shares delivered to the Paying Agent by such stockholder (or the number of shares covered by the affidavit contemplated by subsection (g)) in exchange for shares of Parent Common Stockconsideration therefor, and such Certificate(s) shall forthwith be cancelled. Holders of Company Preferred Stock shall surrender Company Stock Until so surrendered, each such Certificate (other than Certificates representing the shares of Company Preferred Stock that were converted in connection with the Preferred Stock Conversion. Upon surrender of a Company Stock Certificate to the Exchange Agent for exchange, together with a duly executed letter of transmittal and such other documents as may be reasonably required by the Exchange Agent or Parent (including a properly completed IRS Form W-9 or the appropriate version of IRS Form W-8Dissenting Shares, as applicable): (Adescribed below) the holder of such Company Stock Certificate shall be entitled to receive in exchange therefor book-entry shares representing the Merger Consideration (in a number of whole shares of Parent Common Stock) that such holder has represent solely the right to receive pursuant to the provisions of Section 1.5(a); and (B) the Company Stock Certificate so surrendered shall be canceled. Until surrendered as contemplated by this Section 1.8(b), each Company Stock Certificate shall be deemed, from and after the Effective Time, to represent only the right to receive book-entry shares of Parent Common Stock representing the Per Share Merger Consideration, if any, relating thereto. If No interest shall accrue or be paid on any Company Stock Certificate shall have been lost, stolen amount payable upon surrender of Certificates. Any amounts paid upon or destroyed, Parent may, in its reasonable discretion and as a condition precedent to following the delivery surrender of any shares of Parent Common Stock, require the owner of such lost, stolen or destroyed Company Stock Certificate to provide an applicable affidavit with respect to such Company Stock Certificate that includes an obligation of such owner to indemnify Parent against any claim suffered by Parent related to the lost, stolen or destroyed Company Stock Certificate as Parent may reasonably request. In the event of a transfer of ownership of a Company Stock Certificate that is not registered in the transfer records of the Company, payment of the Merger Consideration may be made to a Person other than the Person in whose name such Company Stock Certificate so surrendered is registered if such Company Stock Certificate shall be properly endorsed or otherwise be in proper form for transfer and the Person requesting such payment shall pay any transfer or other Taxes required by reason of the transfer or establish to the reasonable satisfaction of Parent that such Taxes have been paid or are not applicable. The Merger Consideration and any dividends or other distributions as are payable pursuant to Section 1.8(c) shall be deemed to have been paid in full satisfaction of all rights pertaining to Company Capital that Certificate and the shares of Common Stock and/or Preferred Stock formerly represented by such Company Stock Certificatesit. (cg) No dividends If any Certificate is lost, stolen or other distributions declared or made with respect to Parent Common Stock with a record date on or after destroyed, upon the Effective Time shall be paid to the holder making of any unsurrendered Company Stock Certificate with respect to the shares of Parent Common Stock that such holder has the right to receive in the Merger until such holder surrenders such Company Stock Certificate or provides an affidavit of that fact by the Person claiming such Certificate to be lost, stolen or destroyed and the posting by such Person of a bond in the form reasonably required by Parent or the Paying Agent as indemnity against any claim that may be made against Parent or the Paying Agent on account of the alleged loss, theft or destruction in lieu thereof in accordance with this Section 1.8 together with a duly executed letter of transmittal and such other documents as may be reasonably required by Certificate, the Exchange Paying Agent or Parent (at which time (or, if later, on shall pay the applicable payment date) such holder shall be entitled, subject to the effect of applicable abandoned property, escheat or similar Laws, to receive all such dividends and distributions, without interest). (d) Any portion of the Exchange Fund that remains undistributed to holders of Company Stock Certificates as of the date that is one (1) year after the Closing Date shall be delivered to Parent upon demand, and any holders of Company Stock Certificates who have not theretofore surrendered their Company Stock Certificates in accordance with this Section 1.8 shall thereafter look only to Parent for satisfaction of their claims for Parent Common Stock and any dividends or distributions with respect to shares of Parent Common Stock. (e) No Party to this Agreement shall be liable to any holder of any Company Stock Certificate or to any other Person with respect to any shares of Parent Common Stock (or dividends or distributions with respect thereto) or for any cash amounts delivered to any public official pursuant to any applicable abandoned property Law, escheat Law or similar Law. (f) All shares of Parent Common Stock issued pursuant to this Agreement shall bear a legend (and Parent will make a notation on its transfer books Per Share Merger Consideration to such effect) prominently stamped Person in exchange for such affidavit in respect of such lost, stolen or printed thereon or the substance of which will otherwise be reflected on the books and records of the transfer agent for Parent Common Stock with respect to book-entry shares, in each case reading substantially as follows: “THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THESE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT PURPOSES AND NOT WITH A VIEW TO RESALE IN CONNECTION WITH A DISTRIBUTION AND MAY NOT BE SOLD OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT FOR SUCH SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND APPLICABLE STATE SECURITIES LAWS, OR AN EXEMPTION FROM REGISTRATION UNDER SUCH ACTdestroyed Certificate.”

Surrender of Certificates. (a) On or prior to the Closing Date, Parent and the Company shall agree upon and select a reputable bank, transfer agent or trust company to act As soon as exchange agent in the Merger (the “Exchange Agent”). At the Effective Time, Parent shall deposit with the Exchange Agent evidence of book-entry shares representing the Parent Common Stock issuable pursuant to Section 1.5(a). The Parent Common Stock so deposited with the Exchange Agent, together with any dividends or distributions received by the Exchange Agent with respect to such shares, are referred to collectively as the “Exchange Fund.” (b) Promptly practicable after the Effective Time, Pioneer Federal Savings Bank, Winchester, Kentucky, as exchange agent (the Parties "Exchange Agent"), shall deliver to each former holder of Pioneer Common Stock (except holders of Dissenting Shares), who has validly surrendered to the Exchange Agent the certificate or certificates formerly representing such holder's shares of Pioneer Common Stock together with a letter of transmittal in the customary form and other documentation that reasonably may be required by Central or the Exchange Agent, a check for an amount equal to the product of the Exchange Consideration and the number of shares of Pioneer Common Stock represented by the certificate or certificates so surrendered. Central agrees to make available to the Exchange Agent immediately prior to Closing an amount of cash sufficient to cause payment of the Exchange Consideration to be made for any certificates formerly representing shares of Pioneer Common Stock surrendered for payment in accordance with this Section 3.02. No interest shall accrue or be paid with respect to the Exchange Consideration. As soon as practicable (but no more than five (5) business days) after the Effective Time, Central will cause the Exchange Agent to mail to each record holder of Pioneer Common Stock at the Persons who were record holders Effective Time a form of shares of Company Capital Stock that were converted into the right to receive the Merger Consideration: (i) a letter of transmittal in customary form and containing such provisions as Parent may reasonably which, among other matters, shall specify (including a provision confirming that delivery how surrender of Company Stock Certificates the stock certificates shall be effected. There shall be no obligation to deliver the Exchange Consideration in respect of any shares of Pioneer Common Stock until (and then only to the extent that) the holder thereof validly surrenders its certificate or certificates representing the shares of Pioneer Common Stock for exchange as provided in this Section 3.02, and risk or, in lieu thereof, delivers to the Exchange Agent an appropriate affidavit of loss and title to Company Stock Certificates shall pass, only upon proper delivery of an indemnity agreement and/or bond as may be required in any such Company Stock Certificates case by Central in its reasonable discretion (which discretion Central may delegate to the Exchange Agent); and (ii) instructions for effecting the surrender of Company Stock Certificates in exchange . If any payment for shares of Parent Pioneer Common Stock. Holders Stock is to be made in a name other than that in which the certificate for Pioneer Common Stock surrendered for exchange is registered, it shall be a condition to the payment that the certificate so surrendered shall be properly endorsed or otherwise in proper form for transfer, that all signatures shall be guaranteed by a member firm of Company Preferred Stock any national securities exchange in the United States or the National Association of Securities Dealers, Inc., or by a commercial bank or trust company having an office in the United States, and that the person requesting the payment shall surrender Company Stock Certificates representing the shares of Company Preferred Stock that were converted in connection with the Preferred Stock Conversion. Upon surrender of a Company Stock Certificate either (i) pay to the Exchange Agent for exchange, together with a duly executed letter of transmittal and such any transfer or other documents as may be reasonably taxes required by reason of the payment to a person other than the registered holder of the certificate surrendered or (ii) establish to the satisfaction of the Exchange Agent or Parent (including a properly completed IRS Form W-9 or the appropriate version of IRS Form W-8, as applicable): (A) the holder of such Company Stock Certificate shall be entitled to receive in exchange therefor book-entry shares representing the Merger Consideration (in a number of whole shares of Parent Common Stock) that such holder has the right to receive pursuant to the provisions of Section 1.5(a); and (B) the Company Stock Certificate so surrendered shall be canceledtaxes have been paid or are not payable. Until surrendered as contemplated by this Section 1.8(b), each Company Stock Certificate shall be deemed, from From and after the Effective Time, to represent only there shall be no transfers on the right to receive book-entry shares stock transfer books of Parent Common Stock representing the Merger Consideration. If any Company Stock Certificate shall have been lost, stolen or destroyed, Parent may, in its reasonable discretion and as a condition precedent to the delivery Pioneer of any shares of Parent Pioneer Common Stock, require the owner of such lost, stolen or destroyed Company Stock Certificate to provide an applicable affidavit with respect to such Company Stock Certificate that includes an obligation of such owner to indemnify Parent against any claim suffered by Parent related outstanding immediately prior to the lost, stolen or destroyed Company Stock Certificate as Parent may reasonably request. In the event of a transfer of ownership of a Company Stock Certificate that is not registered in the transfer records of the Company, payment of the Merger Consideration may be made to a Person other than the Person in whose name such Company Stock Certificate so surrendered is registered if such Company Stock Certificate shall be properly endorsed or otherwise be in proper form for transfer and the Person requesting such payment shall pay any transfer or other Taxes required by reason of the transfer or establish to the reasonable satisfaction of Parent that such Taxes have been paid or are not applicable. The Merger Consideration and any dividends or other distributions as are payable pursuant to Section 1.8(c) shall be deemed to have been in full satisfaction of all rights pertaining to Company Capital Stock formerly represented by such Company Stock CertificatesEffective Time. (c) No dividends or other distributions declared or made with respect to Parent Common Stock with a record date on or after the Effective Time shall be paid to the holder of any unsurrendered Company Stock Certificate with respect to the shares of Parent Common Stock that such holder has the right to receive in the Merger until such holder surrenders such Company Stock Certificate or provides an affidavit of loss, theft or destruction in lieu thereof in accordance with this Section 1.8 together with a duly executed letter of transmittal and such other documents as may be reasonably required by the Exchange Agent or Parent (at which time (or, if later, on the applicable payment date) such holder shall be entitled, subject to the effect of applicable abandoned property, escheat or similar Laws, to receive all such dividends and distributions, without interest). (d) Any portion of the Exchange Fund that remains undistributed to holders of Company Stock Certificates as of the date that is one (1) year after the Closing Date shall be delivered to Parent upon demand, and any holders of Company Stock Certificates who have not theretofore surrendered their Company Stock Certificates in accordance with this Section 1.8 shall thereafter look only to Parent for satisfaction of their claims for Parent Common Stock and any dividends or distributions with respect to shares of Parent Common Stock. (e) No Party to this Agreement shall be liable to any holder of any Company Stock Certificate or to any other Person with respect to any shares of Parent Common Stock (or dividends or distributions with respect thereto) or for any cash amounts delivered to any public official pursuant to any applicable abandoned property Law, escheat Law or similar Law. (f) All shares of Parent Common Stock issued pursuant to this Agreement shall bear a legend (and Parent will make a notation on its transfer books to such effect) prominently stamped or printed thereon or the substance of which will otherwise be reflected on the books and records of the transfer agent for Parent Common Stock with respect to book-entry shares, in each case reading substantially as follows: “THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THESE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT PURPOSES AND NOT WITH A VIEW TO RESALE IN CONNECTION WITH A DISTRIBUTION AND MAY NOT BE SOLD OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT FOR SUCH SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND APPLICABLE STATE SECURITIES LAWS, OR AN EXEMPTION FROM REGISTRATION UNDER SUCH ACT.”

Surrender of Certificates. (a) On or prior to the Closing Date, Parent and the Company shall agree upon and select a reputable bank, transfer agent bank or trust company to act as exchange payment agent in the Merger (the “Exchange Payment Agent”). At the Effective Time, or as promptly as practicable thereafter, Parent shall deposit with the Exchange Payment Agent evidence of book-entry shares representing cash sufficient to satisfy the Parent Common Stock issuable Merger Consideration payable pursuant to Section 1.5(a)2.5. The Parent Common Stock cash amount so deposited with the Exchange Agent, together with any dividends or distributions received by the Exchange Payment Agent with respect to such shares, are is referred to collectively as the “Exchange Payment Fund.”” The Payment Agent will invest the funds included in the Payment Fund in the manner directed by Parent; provided, however, that (i) no such investment or losses thereon shall affect the Merger Consideration payable to the holders of Shares pursuant to this Agreement, and (ii) such investments shall be in obligations of or guaranteed by the United States of America or any agency or instrumentality thereof and backed by the full faith and credit of the United States of America, or in commercial paper obligations rated A-1 or P-1 or better by ▇▇▇▇▇’▇ Investors Service, Inc. or Standard & Poor’s Corporation, respectively. Any interest or other income resulting from the investment of such funds shall be the property of Parent. (b) Promptly Within five (5) Business Days after the Effective Time, the Parties shall cause the Exchange Payment Agent to will mail to the Persons who were record holders of shares Company Stock Certificates or Book-Entry Shares immediately prior to the Effective Time (other than to holders of Company Capital Stock Dissenting Shares to the extent such holders do not also hold Shares that were converted into the right to receive the Merger Consideration: are not Dissenting Shares): (i) a letter of transmittal in customary form and containing such provisions as Parent may reasonably specify (including a provision confirming that delivery of Company Stock Certificates shall be effected, and risk of loss and title to Company Stock Certificates shall pass, only upon proper delivery of such Company Stock Certificates to the Exchange Agent)form; and (ii) instructions for use in effecting the surrender of Company Stock Certificates or Book-Entry Shares in exchange for shares of Parent Common Stock. Holders of Company Preferred Stock shall surrender Company Stock Certificates representing the shares of Company Preferred Stock that were converted in connection with the Preferred Stock ConversionMerger Consideration. Upon surrender of a Company Stock Certificate or Book-Entry Share for exchange in accordance with the instructions described in the preceding sentence, and delivery to the Exchange Payment Agent for exchange, together with of a duly executed letter of transmittal and such other documents as may be reasonably required by the Exchange Payment Agent or Parent (including a properly completed IRS Form W-9 or the appropriate version of IRS Form W-8, as applicable): Parent: (A) the holder of such Company Stock Certificate or Book-Entry Share shall be entitled to receive in exchange therefor book-entry shares representing the Merger Consideration (in a number of whole shares of Parent Common Stock) that such holder has the right to receive pursuant to the provisions of Section 1.5(a)Consideration; and (B) the each Company Stock Certificate or Book-Entry Share so surrendered shall be canceled. Until surrendered as contemplated by this Section 1.8(b2.8(b), each Company Stock Certificate and Book-Entry Share shall be deemed, from and after the Effective Time, to represent only the right to receive book-entry shares of Parent Common Stock representing the Merger ConsiderationConsideration as contemplated by Section 2.5. If any Company Stock Certificate shall have been lost, stolen or destroyed, Parent or the Payment Agent may, in its reasonable discretion and as a condition precedent to the delivery payment of any shares of Parent Common StockMerger Consideration with respect to the Shares previously represented by such Company Stock Certificate, require the owner of such lost, stolen or destroyed Company Stock Certificate to provide an applicable appropriate affidavit and to deliver a bond in such reasonable amount as the Surviving Corporation may direct as indemnity against any claim that may be made against the Payment Agent, Parent or the Surviving Corporation with respect to such Company Stock Certificate that includes an obligation of such owner to indemnify Parent against any claim suffered by Parent related to the lost, stolen or destroyed Company Stock Certificate as Parent may reasonably request. In the event of a transfer of ownership of a Company Stock Certificate that is not registered in the transfer records of the Company, payment of the Merger Consideration may be made to a Person other than the Person in whose name such Company Stock Certificate so surrendered is registered if such Company Stock Certificate shall be properly endorsed or otherwise be in proper form for transfer and the Person requesting such payment shall pay any transfer or other Taxes required by reason of the transfer or establish to the reasonable satisfaction of Parent that such Taxes have been paid or are not applicable. The Merger Consideration and any dividends or other distributions as are payable pursuant to Section 1.8(c) shall be deemed to have been in full satisfaction of all rights pertaining to Company Capital Stock formerly represented by such Company Stock CertificatesCertificate. (c) No dividends or other distributions declared or made with respect to Parent Common Stock with a record date on or after the Effective Time shall be paid to the holder of any unsurrendered Company Stock Certificate with respect to the shares of Parent Common Stock that such holder has the right to receive in the Merger until such holder surrenders such Company Stock Certificate or provides an affidavit of loss, theft or destruction in lieu thereof in accordance with this Section 1.8 together with a duly executed letter of transmittal and such other documents as may be reasonably required by the Exchange Agent or Parent (at which time (or, if later, on the applicable payment date) such holder shall be entitled, subject to the effect of applicable abandoned property, escheat or similar Laws, to receive all such dividends and distributions, without interest). (d) Any portion of the Exchange Payment Fund that remains undistributed to holders of Company Stock Certificates or Book-Entry Shares as of the date that is one (1) year after the Closing Date shall be delivered to Parent upon demand, and any holders of Company Stock Certificates or Book-Entry Shares who have not theretofore surrendered their Company Stock Certificates or Book-Entry Shares in accordance with this Section 1.8 2.8 shall thereafter look only to Parent the Surviving Corporation (subject to abandoned property, escheat and similar Laws) for satisfaction of their claims for the Merger Consideration. (d) Each of the Payment Agent, Parent Common and the Surviving Corporation shall be entitled to deduct and withhold from any consideration payable to any holder of any Company Stock and any dividends Certificate or distributions with respect to shares Book-Entry Share (in his or her capacity as a holder of Parent Company Common Stock) such amounts as are required to be deducted or withheld from such consideration under the Code or any provision of state, local or foreign tax Law or under any other applicable Law. To the extent such amounts are so deducted or withheld, such amounts shall be treated for all purposes under this Agreement as having been paid to the Person to whom such amounts would otherwise have been paid. (e) No Party to this Agreement Neither Parent nor the Surviving Corporation shall be liable to any holder of any Company Stock Certificate or Book-Entry Share or to any other Person with respect to any shares of Parent Common Stock (or dividends or distributions with respect thereto) or for any cash amounts Merger Consideration delivered to any public official pursuant to any applicable abandoned property Law, escheat Law or similar Law. (f) All shares of Parent Common Stock issued pursuant to this Agreement shall bear a legend (and Parent will make a notation on its transfer books to such effect) prominently stamped or printed thereon or the substance of which will otherwise be reflected on the books and records of the transfer agent for Parent Common Stock with respect to book-entry shares, in each case reading substantially as follows: “THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THESE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT PURPOSES AND NOT WITH A VIEW TO RESALE IN CONNECTION WITH A DISTRIBUTION AND MAY NOT BE SOLD OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT FOR SUCH SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND APPLICABLE STATE SECURITIES LAWS, OR AN EXEMPTION FROM REGISTRATION UNDER SUCH ACT.”

Surrender of Certificates. As soon as practicable after the Effective Time but in no event later than five (a5) On or prior to the Closing Date, Parent and the Company shall agree upon and select a reputable bank, transfer agent or trust company to act as exchange agent in the Merger (the “Exchange Agent”). At business days following the Effective Time, Parent shall deposit Computershare Investor Services LLP or such other firm selected by Purchaser and reasonably acceptable to the Company (the "Exchange Agent"), pursuant to documentation reasonably acceptable to Purchaser and the Company consistent with the Exchange Agent evidence terms hereof, shall mail to each holder of book-entry shares representing the Parent Common Stock issuable pursuant to Section 1.5(a). The Parent Common Stock so deposited with the Exchange Agent, record of a Certificate who did not previously submit a properly completed Election Form together with any dividends or distributions received by the Exchange Agent with respect to such shares, are referred to collectively as the “Exchange Fund.” (b) Promptly after the Effective Time, the Parties shall cause the Exchange Agent to mail duly executed transmittal materials prior to the Persons who were record holders of shares of Company Capital Stock that were converted into the right to receive the Merger ConsiderationElection Deadline: (i) a form letter of transmittal in customary form and containing such provisions as Parent may reasonably which shall specify (including a provision confirming that delivery of Company Stock Certificates shall be effected, and risk of loss and title to Company Stock the Certificates shall pass, only upon proper delivery of such Company Stock the Certificates (or a lost certificate affidavit and bond in a form reasonably acceptable to the Exchange Agent)) to the Exchange Agent; and (ii) instructions for use in effecting the surrender of Company Stock the Certificates in exchange for shares of Parent Common Stock. Holders of Company Preferred Stock shall surrender Company Stock Certificates representing the shares of Company Preferred Stock that were converted Merger Consideration (in connection the form or forms determined in accordance with the Preferred Stock Conversionprovisions of Section 1.5). Upon surrender of a Company Stock Certificate for cancellation to the Exchange Agent for exchange(or a lost certificate affidavit and bond in a form reasonably acceptable to the Exchange Agent), together with a duly executed such letter of transmittal and such other documents as may be reasonably required by the Exchange Agent or Parent (including a properly completed IRS Form W-9 or the appropriate version of IRS Form W-8transmittal, as applicable): (A) duly executed, the holder of such Company Stock Certificate shall be entitled to receive receive, in exchange therefor book-entry shares representing therefor, (i) a certificate evidencing the Merger Consideration (in a whole number of whole shares of Parent Purchaser Common Stock into which the shares of Company Common Stock) that such holder has , theretofore represented by the right to receive Certificate so surrendered, shall have been converted pursuant to the provisions of Section 1.5(a1.5, if any, plus (ii) a check for the aggregate amount of cash, without interest, which such holder would be entitled to receive pursuant to Section 1.5, if any, including any cash amount payable in lieu of fractional shares in accordance with Section 1.6(c); and . Certificates so surrendered shall be cancelled. Purchaser shall direct the Exchange Agent to make such deliveries within five (B5) business days of the receipt of all required documentation. If any Purchaser Common Stock to be exchanged for shares of Company Common Stock is to be delivered in a name other than that in which the Certificate surrendered for exchange is registered, it shall be a condition to the exchange that the Certificate so surrendered shall be canceled. Until surrendered as contemplated by this Section 1.8(b)properly endorsed or otherwise in proper form for transfer, each Company Stock Certificate that all signatures shall be deemedguaranteed by a member firm of any national securities exchange in the United States or the National Association of Securities Dealers, from Inc., or by a commercial bank or trust company or other financial institution acceptable to Purchaser having an office in the United States, and that the person requesting the payment shall either (a) pay to the Exchange Agent any transfer or other taxes required by reason of the payment to a person other than the registered holder of the Certificate surrendered, or (b) establish to the satisfaction of the Exchange Agent that such taxes have been paid or are not payable. From and after the Effective Time, to represent only there shall be no transfers on the right to receive book-entry shares stock transfer books of Parent Common Stock representing the Merger Consideration. If any Company Stock Certificate shall have been lost, stolen or destroyed, Parent may, in its reasonable discretion and as a condition precedent to the delivery of any shares of Parent Company Common Stock, require the owner of such lost, stolen or destroyed Company Stock Certificate to provide an applicable affidavit with respect to such Company Stock Certificate that includes an obligation of such owner to indemnify Parent against any claim suffered by Parent related outstanding immediately prior to the lost, stolen or destroyed Effective Time and any such shares of Company Common Stock Certificate as Parent may reasonably request. In presented to the event of a transfer of ownership of a Company Stock Certificate that is not registered Exchange Agent shall be cancelled in the transfer records of the Company, payment of exchange for the Merger Consideration may be made to a Person other than the Person in whose name such Company Stock Certificate so surrendered is registered if such Company Stock Certificate shall be properly endorsed or otherwise be in proper form for transfer and the Person requesting such payment shall pay any transfer or other Taxes required by reason of the transfer or establish to the reasonable satisfaction of Parent that such Taxes have been paid or are not applicable. The Merger Consideration and any dividends or other distributions as are payable pursuant to Section 1.8(c) shall be deemed to have been in full satisfaction of all rights pertaining to Company Capital Stock formerly represented by such Company Stock Certificates. (c) No dividends or other distributions declared or made with respect to Parent Common Stock with a record date on or after the Effective Time shall be paid to the holder of any unsurrendered Company Stock Certificate with respect to the shares of Parent Common Stock that such holder has the right to receive thereto as provided in the Merger until such holder surrenders such Company Stock Certificate or provides an affidavit of loss, theft or destruction in lieu thereof in accordance with this Section 1.8 together with a duly executed letter of transmittal and such other documents as may be reasonably required by the Exchange Agent or Parent (at which time (or, if later, on the applicable payment date) such holder shall be entitled, subject to the effect of applicable abandoned property, escheat or similar Laws, to receive all such dividends and distributions, without interest)1.5 above. (d) Any portion of the Exchange Fund that remains undistributed to holders of Company Stock Certificates as of the date that is one (1) year after the Closing Date shall be delivered to Parent upon demand, and any holders of Company Stock Certificates who have not theretofore surrendered their Company Stock Certificates in accordance with this Section 1.8 shall thereafter look only to Parent for satisfaction of their claims for Parent Common Stock and any dividends or distributions with respect to shares of Parent Common Stock. (e) No Party to this Agreement shall be liable to any holder of any Company Stock Certificate or to any other Person with respect to any shares of Parent Common Stock (or dividends or distributions with respect thereto) or for any cash amounts delivered to any public official pursuant to any applicable abandoned property Law, escheat Law or similar Law. (f) All shares of Parent Common Stock issued pursuant to this Agreement shall bear a legend (and Parent will make a notation on its transfer books to such effect) prominently stamped or printed thereon or the substance of which will otherwise be reflected on the books and records of the transfer agent for Parent Common Stock with respect to book-entry shares, in each case reading substantially as follows: “THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THESE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT PURPOSES AND NOT WITH A VIEW TO RESALE IN CONNECTION WITH A DISTRIBUTION AND MAY NOT BE SOLD OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT FOR SUCH SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND APPLICABLE STATE SECURITIES LAWS, OR AN EXEMPTION FROM REGISTRATION UNDER SUCH ACT.”

Surrender of Certificates. (a) On or prior to the Closing Date, Parent and the Company shall agree upon and select a reputable bank, transfer agent or trust company to act as exchange agent in the Merger (the “Exchange Agent”). At the Effective Time, Parent FRI shall deposit with provide to the Exchange Agent evidence Agent, in trust for the benefit of book-entry shares the holders of KKR Shares for exchange in accordance with this Article III, certificates representing the Parent Common Stock aggregate number of FRI Shares issuable pursuant to Section 1.5(a)2.6 of this Agreement. The Parent Common Stock so deposited with As soon as practicable after the Effective Time, FRI shall cause to be mailed, by first class mail, to each holder of record of KKR Shares immediately prior to the Effective Time, a form letter of transmittal for return to the Exchange Agent and instructions for use in effecting the surrender of Certificates in exchange for certificates representing FRI Shares and cash in lieu of fractional share interests, if applicable. Upon surrender of a Certificate to the Exchange Agent, together with any dividends or distributions received by the Exchange Agent with respect to such shares, are referred to collectively as the “Exchange Fund.” (b) Promptly after the Effective Time, the Parties shall cause the Exchange Agent to mail to the Persons who were record holders of shares of Company Capital Stock that were converted into the right to receive the Merger Consideration: (i) a letter of transmittal in customary form transmittal, duly completed and containing such provisions as Parent may reasonably specify (including a provision confirming that delivery of Company Stock Certificates shall be effectedexecuted, and risk of loss and title to Company Stock Certificates shall pass, only upon proper delivery of such Company Stock Certificates to the Exchange Agent); and (ii) instructions for effecting the surrender of Company Stock Certificates in exchange for shares of Parent Common Stock. Holders of Company Preferred Stock shall surrender Company Stock Certificates representing the shares of Company Preferred Stock that were converted in connection with the Preferred Stock Conversion. Upon surrender of a Company Stock Certificate to the Exchange Agent for exchange, together with a duly executed letter of transmittal and such other documents as may be reasonably required by the Exchange Agent or Parent (including a properly completed IRS Form W-9 or the appropriate version of IRS Form W-8, as applicable): (A) the holder of KKR Shares formerly represented by such Company Stock Certificate shall be entitled to receive and shall receive in exchange therefor book-entry shares representing the Merger Consideration (in a number of whole shares of Parent Common Stock) that for each KKR Share formerly represented by such holder has Certificate, and the right to receive pursuant to the provisions of Section 1.5(a); and (B) the Company Stock Certificate so surrendered shall be canceled. . (b) Until surrendered as contemplated by this Section 1.8(b), each Company Stock Certificate shall be deemedArticle III, from and after the Effective Time, FRI shall be entitled to represent only treat each Certificate which has not been surrendered for exchange (other than Certificates represented by Dissenting Shares, if any), as evidencing the right ownership of the number of full FRI Shares into which the KKR Shares represented by the Certificate shall have been converted pursuant to receive book-entry shares of Parent Common Stock representing Section 2.6, notwithstanding the Merger Considerationfailure to surrender the Certificate. If a certificate representing FRI Shares is to be issued or a cash payment in lieu of fractional share interests is to be made to a person other than the one in whose name the Certificate surrendered in exchange therefor is registered, it shall be a condition to such issuance or payment that such Certificate so surrendered be properly endorsed (or accompanied by an appropriate instrument of transfer) and accompanied by evidence reasonably satisfactory to the Exchange Agent that any Company Stock applicable stock transfer or other taxes required by reason of payment to a person other than the registered holder of such Certificate have been paid or provided for. (c) If any Certificate shall have been lost, stolen or destroyed, Parent may, in its reasonable discretion and as a condition precedent to upon the delivery making of any shares an affidavit of Parent Common Stock, require that fact by the owner registered holder of such lost, stolen or destroyed Company Stock Certificate in form and substance reasonably acceptable to provide an applicable affidavit with respect FRI and the Exchange Agent and, if requested by FRI, accompanied by a bond in a reasonable amount satisfactory to FRI and the Exchange Agent, the Exchange Agent will issue in exchange for such Company Stock Certificate that includes an obligation of such owner to indemnify Parent against any claim suffered by Parent related to the lost, stolen or destroyed Company Stock Certificate as Parent may reasonably request. In the event of a transfer of ownership of a Company Stock Certificate that is not registered in the transfer records of the Company, payment of the Merger Consideration may be made to a Person other than the Person and cash in whose name such Company Stock Certificate so surrendered is registered if such Company Stock Certificate shall be properly endorsed or otherwise be lieu of fractional share interests deliverable in proper form for transfer and the Person requesting such payment shall pay any transfer or other Taxes required by reason of the transfer or establish to the reasonable satisfaction of Parent that such Taxes have been paid or are not applicable. The Merger Consideration and any dividends or other distributions as are payable respect thereof pursuant to Section 1.8(c) shall be deemed to have been in full satisfaction of all rights pertaining to Company Capital Stock formerly represented by such Company Stock Certificates. (c) No dividends or other distributions declared or made with respect to Parent Common Stock with a record date on or after the Effective Time shall be paid to the holder of any unsurrendered Company Stock Certificate with respect to the shares of Parent Common Stock that such holder has the right to receive in the Merger until such holder surrenders such Company Stock Certificate or provides an affidavit of loss, theft or destruction in lieu thereof in accordance with this Section 1.8 together with a duly executed letter of transmittal and such other documents as may be reasonably required by the Exchange Agent or Parent (at which time (or, if later, on the applicable payment date) such holder shall be entitled, subject to the effect of applicable abandoned property, escheat or similar Laws, to receive all such dividends and distributions, without interest)Agreement. (d) Any portion of the Exchange Fund that remains undistributed to holders of Company Stock Certificates as of the date that is one (1) year after the Closing Date FRI shall be delivered entitled to Parent upon demand, deduct and any holders of Company Stock Certificates who have not theretofore surrendered their Company Stock Certificates in accordance with this Section 1.8 shall thereafter look only to Parent for satisfaction of their claims for Parent Common Stock and any dividends or distributions with respect to shares of Parent Common Stock. (e) No Party withhold from the consideration otherwise payable pursuant to this Agreement shall be liable to any holder of any Company Stock Certificate or Certificates such amounts, if any, as it is required to any other Person deduct and withhold with respect to any shares the making of Parent Common Stock (such payment under the Code, or dividends or distributions with respect thereto) or for any cash amounts delivered to any public official pursuant to any applicable abandoned property Lawprovision of state, escheat Law local or similar Lawforeign law. (f) All shares of Parent Common Stock issued pursuant to this Agreement shall bear a legend (and Parent will make a notation on its transfer books to such effect) prominently stamped or printed thereon or the substance of which will otherwise be reflected on the books and records of the transfer agent for Parent Common Stock with respect to book-entry shares, in each case reading substantially as follows: “THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THESE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT PURPOSES AND NOT WITH A VIEW TO RESALE IN CONNECTION WITH A DISTRIBUTION AND MAY NOT BE SOLD OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT FOR SUCH SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND APPLICABLE STATE SECURITIES LAWS, OR AN EXEMPTION FROM REGISTRATION UNDER SUCH ACT.”

Surrender of Certificates. (ai) On or prior to As soon as reasonably practicable after the Closing Date, Parent and the Company shall agree upon and select a reputable bank, transfer agent or trust company to act as exchange agent in the Merger (the “Exchange Agent”). At the Effective Time, Parent shall deposit with the Exchange Agent evidence of book-entry shares representing the Parent Common Stock issuable pursuant to Section 1.5(a). The Parent Common Stock so deposited with the Exchange Agent, together with any dividends or distributions received by the Exchange Agent with respect to such shares, are referred to collectively as the “Exchange Fund.” (b) Promptly after the Effective Time, the Parties shall cause the Exchange Agent to mail to the Persons who were record holders of shares of Company Capital Stock that were converted into the right extent not previously delivered, Acquirer shall mail, or cause to receive the Merger Consideration: (i) be mailed, a letter of transmittal in customary form and containing such provisions together with instructions for use thereof in substantially the form attached hereto as Parent may reasonably specify Exhibit J (including a provision confirming that delivery the “Letter of Transmittal”) to every holder of record of Company Capital Stock Certificates shall be effected, that was issued and risk of loss and title to Company Stock Certificates shall pass, only upon proper delivery of such Company Stock Certificates outstanding immediately prior to the Exchange Agent); Effective Time. The Letter of Transmittal shall specify delivery instructions for the certificates or instruments that immediately prior to the Effective Time represented issued and outstanding Company Capital Stock (the “Certificates”) and shall include an agreement to be bound by the provisions of Section 1.5 and Article VIII and agree to release the Company and the Surviving Corporation from any claims, rights, Liabilities and causes of action whatsoever based upon, relating to or arising out of the Certificates, the Merger and/or the Transactions. (ii) instructions for effecting As soon as reasonably practicable after the surrender Closing, Acquirer shall cause to be deposited with JPMorgan Chase, N.A. or other bank or trust company as Acquirer may choose in its discretion (the “Paying Agent”) the portion of the Merger Consideration payable to Company Stock Certificates Stockholders pursuant to Section 1.3(a)(i) in exchange for shares respect of Parent Common Stock. Holders of Company Preferred Stock shall surrender Company Stock Certificates representing the their shares of Company Preferred Stock that were converted in connection with Capital Stock, subject to Section 1.3(a)(ii) and Section 1.4(c). (iii) As soon as reasonably practicable after the Preferred Stock Conversion. Upon surrender date of delivery to the Paying Agent of a Company Stock Certificate to the Exchange Agent for exchangeCertificate, together with a properly completed and duly executed letter Letter of transmittal Transmittal and such any other documents as may be reasonably documentation required by the Exchange Agent or Parent (including a properly completed IRS Form W-9 or the appropriate version of IRS Form W-8thereby, as applicable): (A) the holder of record of such Company Stock Certificate shall be entitled to receive in exchange therefor book-entry shares representing receive, subject to any Equity Agreement and Section 1.3(a)(ii), the Merger Consideration (in a number amount of whole shares of Parent Common Stock) cash that such holder has the right to receive pursuant to Section 1.3(a)(i) in respect of such Certificate, less such Indemnifying Holder’s Pro Rata Share of the provisions of Section 1.5(a); Indemnity Escrow Amount and the Expense Fund Amount and (B) the Company Stock Certificate so surrendered shall be canceled. Until surrendered as contemplated by this Section 1.8(b), each Company Stock such Certificate shall be deemedcancelled. (iv) Upon receipt of written confirmation of the effectiveness of the Merger from the Secretary of State of the State of Delaware, from Acquirer will instruct the Paying Agent to pay, subject to any applicable Equity Agreement and after the Effective TimeSection 1.3(a)(ii), to represent only each Company Stockholder by check or wire transfer of same-day funds the right aggregate amount of cash payable to receive book-entry shares such Indemnifying Holder pursuant to Section 1.3(a)(i), less such Indemnifying Holder’s Pro Rata Share of Parent Common Stock representing the Merger Consideration. Indemnity Escrow Amount and the Expense Fund Amount, other than in respect of Dissenting Shares to holders thereof, as promptly as practicable following the submission of a Certificate to the Paying Agent and a duly executed Letter of Transmittal by such Indemnifying Holder. (v) If any Company Stock Certificate shall have been lost, stolen or destroyed, Parent mayupon the making of an affidavit of that fact by the Person claiming such document to be lost, in its reasonable discretion and as a condition precedent to stolen or destroyed and, if required by Acquirer or the delivery Paying Agent, the payment of any shares reasonable fees and the posting by such Person of Parent Common Stocka bond in such reasonable amounts as Acquirer may direct as indemnity against any claim that may be made against it with respect to such document, require the owner of Paying Agent will pay in exchange for such lost, stolen or destroyed Company Stock Certificate to provide an document the applicable affidavit with respect to such Company Stock Certificate that includes an obligation of such owner to indemnify Parent against any claim suffered by Parent related to the lost, stolen or destroyed Company Stock Certificate as Parent may reasonably request. In the event of a transfer of ownership of a Company Stock Certificate that is not registered in the transfer records of the Company, payment portion of the Merger Consideration may be made to a Person other than the Person in whose name such Company Stock Certificate so surrendered is registered if such Company Stock Certificate shall be properly endorsed or otherwise be in proper form for transfer and the Person requesting such payment shall pay any transfer or other Taxes required by reason of the transfer or establish to the reasonable satisfaction of Parent that such Taxes have been paid or are not applicable. The Merger Consideration and any dividends or other distributions as are payable pursuant to Section 1.8(c1.3(a)(i) shall be deemed to have been in full satisfaction respect of all rights pertaining to their shares of Company Capital Stock formerly represented by such Company Stock Certificates. (c) No dividends or other distributions declared or made with respect to Parent Common Stock with a record date on or after the Effective Time shall be paid to the holder of any unsurrendered Company Stock Certificate with respect to the shares of Parent Common Stock that such holder has the right to receive in the Merger until such holder surrenders such Company Stock Certificate or provides an affidavit of lossStock, theft or destruction in lieu thereof in accordance with this Section 1.8 together with a duly executed letter of transmittal and such other documents as may be reasonably required by the Exchange Agent or Parent (at which time (or, if later, on less the applicable payment date) such holder shall be entitled, subject to the effect of applicable abandoned property, escheat or similar Laws, to receive all such dividends and distributions, without interest). (d) Any portion of the Exchange Fund that remains undistributed to holders of Company Stock Certificates as such Indemnifying Holder’s Pro Rata Share of the date that is one (1) year after Indemnity Escrow Amount and the Closing Date shall be delivered to Parent upon demand, and any holders of Company Stock Certificates who have not theretofore surrendered their Company Stock Certificates in accordance with this Section 1.8 shall thereafter look only to Parent for satisfaction of their claims for Parent Common Stock and any dividends or distributions with respect to shares of Parent Common StockExpense Fund Amount. (e) No Party to this Agreement shall be liable to any holder of any Company Stock Certificate or to any other Person with respect to any shares of Parent Common Stock (or dividends or distributions with respect thereto) or for any cash amounts delivered to any public official pursuant to any applicable abandoned property Law, escheat Law or similar Law. (f) All shares of Parent Common Stock issued pursuant to this Agreement shall bear a legend (and Parent will make a notation on its transfer books to such effect) prominently stamped or printed thereon or the substance of which will otherwise be reflected on the books and records of the transfer agent for Parent Common Stock with respect to book-entry shares, in each case reading substantially as follows: “THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THESE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT PURPOSES AND NOT WITH A VIEW TO RESALE IN CONNECTION WITH A DISTRIBUTION AND MAY NOT BE SOLD OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT FOR SUCH SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND APPLICABLE STATE SECURITIES LAWS, OR AN EXEMPTION FROM REGISTRATION UNDER SUCH ACT.”

Surrender of Certificates. (a) On or prior to the Closing Date, Parent and the Company shall agree upon and select a reputable bank, transfer agent bank or trust company to act as exchange payment agent in the Merger (the “Exchange Payment Agent”). At Promptly after the Effective Time, Parent shall deposit with the Exchange Payment Agent evidence of book-entry shares representing cash sufficient to pay the Parent Common Stock issuable cash consideration payable pursuant to Section 1.5(a)1.5. The Parent Common Stock cash amount so deposited with the Exchange Agent, together with any dividends or distributions received by the Exchange Payment Agent with respect to such shares, are is referred to collectively as the “Exchange Payment Fund.”” The Payment Agent will invest the funds included in the Payment Fund in the manner directed by Parent. Any interest or other income resulting from the investment of such funds shall be the property of, and will be paid promptly to, Parent. (b) Promptly after the Effective Time, the Parties shall cause the Exchange Payment Agent to will mail to the Persons who were record holders of shares of Company Capital Stock that were converted into Certificates immediately prior to the right to receive the Merger ConsiderationEffective Time: (i) a letter of transmittal in customary form and containing such provisions as Parent may reasonably specify (including a provision confirming that delivery of Company Stock Certificates shall be effected, and risk of loss and title to Company Stock Certificates shall pass, only upon proper delivery of such Company Stock Certificates to the Exchange Payment Agent); and (ii) instructions for use in effecting the surrender of Company Stock Certificates in exchange for shares of Parent Common Stock. Holders of Company Preferred Stock shall surrender Company Stock Certificates representing the shares of Company Preferred Stock that were converted in connection with the Preferred Stock ConversionMerger Consideration. Upon surrender of a Company Stock Certificate to the Exchange Payment Agent for exchange, together with a duly executed letter of transmittal and such other documents as may be reasonably required by the Exchange Payment Agent or Parent (including a properly completed IRS Form W-9 or the appropriate version of IRS Form W-8, as applicable): Parent: (A) the holder of such Company Stock Certificate shall be entitled to receive in exchange therefor book-entry shares representing the Merger Consideration (in a number of whole shares of Parent Common Stock) dollar amount that such holder has the right to receive pursuant to the provisions of Section 1.5(a)1.5; and (B) the Company Stock Certificate so surrendered shall be canceled. Until surrendered as contemplated by this Section 1.8(b1.7(b), each Company Stock Certificate shall be deemed, from and after the Effective Time, to represent only the right to receive book-entry shares of Parent Common Stock representing the Merger ConsiderationConsideration as contemplated by Section 1.5. If any Company Stock Certificate shall have been lost, stolen or destroyed, Parent may, in its reasonable discretion and as a condition precedent to the delivery payment of any Merger Consideration with respect to the shares of Parent Company Common StockStock or shares of Company Series A Preferred Stock previously represented by such Company Stock Certificate, require the owner of such lost, stolen or destroyed Company Stock Certificate to provide an applicable appropriate affidavit and to deliver a bond (in such sum as Parent may reasonably direct) as indemnity against any claim that may be made against the Payment Agent, Parent or the Surviving Corporation with respect to such Company Stock Certificate that includes an obligation of such owner to indemnify Parent against any claim suffered by Parent related to the lost, stolen or destroyed Company Stock Certificate as Parent may reasonably request. In the event of a transfer of ownership of a Company Stock Certificate that is not registered in the transfer records of the Company, payment of the Merger Consideration may be made to a Person other than the Person in whose name such Company Stock Certificate so surrendered is registered if such Company Stock Certificate shall be properly endorsed or otherwise be in proper form for transfer and the Person requesting such payment shall pay any transfer or other Taxes required by reason of the transfer or establish to the reasonable satisfaction of Parent that such Taxes have been paid or are not applicable. The Merger Consideration and any dividends or other distributions as are payable pursuant to Section 1.8(c) shall be deemed to have been in full satisfaction of all rights pertaining to Company Capital Stock formerly represented by such Company Stock CertificatesCertificate. (c) No dividends or other distributions declared or made with respect to Parent Common Stock with a record date on or after the Effective Time shall be paid to the holder of any unsurrendered Company Stock Certificate with respect to the shares of Parent Common Stock that such holder has the right to receive in the Merger until such holder surrenders such Company Stock Certificate or provides an affidavit of loss, theft or destruction in lieu thereof in accordance with this Section 1.8 together with a duly executed letter of transmittal and such other documents as may be reasonably required by the Exchange Agent or Parent (at which time (or, if later, on the applicable payment date) such holder shall be entitled, subject to the effect of applicable abandoned property, escheat or similar Laws, to receive all such dividends and distributions, without interest). (d) Any portion of the Exchange Payment Fund that remains undistributed to holders of Company Stock Certificates as of the date that is one (1) year 180 days after the Closing Date shall be delivered to Parent upon demand, and any holders of Company Stock Certificates who have not theretofore surrendered their Company Stock Certificates in accordance with this Section 1.8 1.7 shall thereafter look only to Parent for satisfaction of their claims for Merger Consideration. (d) Each of the Payment Agent, Parent Common and the Surviving Corporation shall be entitled to deduct and withhold from any consideration payable pursuant to this Agreement to any holder of any Company Stock and Certificate such amounts as Parent determines in good faith are required to be deducted or withheld from such consideration under the Code or any dividends provision of state, local or distributions with respect foreign tax law or under any other applicable Legal Requirement. To the extent such amounts are so deducted or withheld, such amounts shall be treated for all purposes under this Agreement as having been paid to shares of Parent Common Stockthe Person to whom such amounts would otherwise have been paid. (e) No Party to this Agreement Neither Parent nor the Surviving Corporation shall be liable to any holder of any Company Stock Certificate or to any other Person with respect to any shares of Parent Common Stock (or dividends or distributions with respect thereto) or for any cash amounts Merger Consideration delivered to any public official pursuant to any applicable abandoned property Lawlaw, escheat Law law or similar LawLegal Requirement. (f) All shares of Parent Common Stock issued pursuant to this Agreement shall bear a legend (and Parent will make a notation on its transfer books to such effect) prominently stamped or printed thereon or the substance of which will otherwise be reflected on the books and records of the transfer agent for Parent Common Stock with respect to book-entry shares, in each case reading substantially as follows: “THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THESE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT PURPOSES AND NOT WITH A VIEW TO RESALE IN CONNECTION WITH A DISTRIBUTION AND MAY NOT BE SOLD OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT FOR SUCH SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND APPLICABLE STATE SECURITIES LAWS, OR AN EXEMPTION FROM REGISTRATION UNDER SUCH ACT.”

Surrender of Certificates. (a) On or prior to the Closing Date, Parent and the Company shall agree upon and select a reputable bank, transfer agent bank or trust company to act as exchange payment agent in the Merger (the “Exchange Payment Agent”). At Within one business day after the Effective Time, subject to Parent’s right under the Settlement Agreement to withhold and deduct the sums that may be owed to Parent by the Specified Individuals pursuant to the Settlement Agreement, Parent shall deposit with the Exchange Payment Agent evidence of book-entry shares representing cash sufficient to pay the Parent Common Stock issuable cash consideration payable pursuant to Section 1.5(a)1.5. The Parent Common Stock cash amount so deposited with the Exchange Agent, together with any dividends or distributions received by the Exchange Payment Agent with respect to such shares, are is referred to collectively as the “Exchange Payment Fund.”” The Payment Agent will invest the funds included in the Payment Fund in the manner directed by Parent. Any interest or other income resulting from the investment of such funds shall be the property of, and will be paid promptly to, Parent. (b) Promptly Within five business days after the Effective Time, the Parties shall cause the Exchange Payment Agent to will mail to the Persons who were record holders of shares of Company Capital Stock that were converted into Certificates immediately prior to the right to receive the Merger ConsiderationEffective Time: (i) a letter of transmittal in customary form and containing such provisions as Parent or the Payment Agent may reasonably specify (including a provision confirming that delivery of Company Stock Certificates shall be effected, and risk of loss and title to Company Stock Certificates shall pass, only upon proper delivery of such Company Stock Certificates to the Exchange Payment Agent); and (ii) instructions for use in effecting the surrender of Company Stock Certificates in exchange for shares of Parent Common Stock. Holders of Company Preferred Stock shall surrender Company Stock Certificates representing the shares of Company Preferred Stock that were converted in connection with the Preferred Stock ConversionMerger Consideration. Upon surrender of a Company Stock Certificate to the Exchange Payment Agent for exchange, together with a duly executed letter of transmittal and such other documents as may be reasonably required by the Exchange Payment Agent or Parent (including a properly completed IRS Form W-9 or the appropriate version of IRS Form W-8, as applicable): Parent: (A) subject to Parent’s right under the Settlement Agreement to withhold and deduct the sums that may be owed to Parent by the Specified Individuals pursuant to the Settlement Agreement, the holder of such Company Stock Certificate shall be entitled to receive in exchange therefor book-entry shares representing the Merger Consideration (in a number of whole shares of Parent Common Stock) dollar amount that such holder has the right to receive pursuant to the provisions of Section 1.5(a)1.5; and (B) the Company Stock Certificate so surrendered shall be canceled. Until surrendered as contemplated by this Section 1.8(b1.7(b), each Company Stock Certificate shall be deemed, from and after the Effective Time, to represent only the right to receive book-entry shares of Parent Common Stock representing the Merger ConsiderationConsideration as contemplated by Section 1.5. If any Company Stock Certificate shall have been lost, stolen or destroyed, Parent or the Payment Agent may, in its reasonable discretion and as a condition precedent to the delivery payment of any Merger Consideration with respect to the shares of Parent Company Common StockStock previously represented by such Company Stock Certificate, require the owner of such lost, stolen or destroyed Company Stock Certificate to provide an applicable appropriate affidavit and to deliver a bond (in such sum as Parent or the Payment Agent may reasonably direct) as indemnity against any claim that may be made against the Payment Agent, Parent or the Surviving Corporation with respect to such Company Stock Certificate that includes an obligation of such owner to indemnify Parent against any claim suffered by Parent related to the lost, stolen or destroyed Company Stock Certificate as Parent may reasonably request. In the event of a transfer of ownership of a Company Stock Certificate that is not registered in the transfer records of the Company, payment of the Merger Consideration may be made to a Person other than the Person in whose name such Company Stock Certificate so surrendered is registered if such Company Stock Certificate shall be properly endorsed or otherwise be in proper form for transfer and the Person requesting such payment shall pay any transfer or other Taxes required by reason of the transfer or establish to the reasonable satisfaction of Parent that such Taxes have been paid or are not applicable. The Merger Consideration and any dividends or other distributions as are payable pursuant to Section 1.8(c) shall be deemed to have been in full satisfaction of all rights pertaining to Company Capital Stock formerly represented by such Company Stock CertificatesCertificate. (c) No dividends or other distributions declared or made with respect to Parent Common Stock with a record date on or after the Effective Time shall be paid to the holder of any unsurrendered Company Stock Certificate with respect to the shares of Parent Common Stock that such holder has the right to receive in the Merger until such holder surrenders such Company Stock Certificate or provides an affidavit of loss, theft or destruction in lieu thereof in accordance with this Section 1.8 together with a duly executed letter of transmittal and such other documents as may be reasonably required by the Exchange Agent or Parent (at which time (or, if later, on the applicable payment date) such holder shall be entitled, subject to the effect of applicable abandoned property, escheat or similar Laws, to receive all such dividends and distributions, without interest). (d) Any portion of the Exchange Payment Fund that remains undistributed to holders of Company Stock Certificates as of the date that is one (1) year after the Closing Date shall be delivered to Parent upon demand, and any holders of Company Stock Certificates who have not theretofore surrendered their Company Stock Certificates in accordance with this Section 1.8 1.7 shall thereafter look only to Parent for satisfaction of their claims for Merger Consideration. (d) Each of the Payment Agent, Parent Common and the Surviving Corporation shall be entitled to deduct and withhold from any consideration payable to any holder of any Company Stock and any dividends Certificate (in his or distributions with respect to shares her capacity as a holder of Parent Company Common Stock) such amounts as are required to be deducted or withheld from such consideration under the Code or any provision of state, local or foreign tax law or under any other applicable Legal Requirement. To the extent such amounts are so deducted or withheld, such amounts shall be treated for all purposes under this Agreement as having been paid to the Person to whom such amounts would otherwise have been paid. (e) No Party to this Agreement Neither Parent nor the Surviving Corporation shall be liable to any holder of any Company Stock Certificate or to any other Person with respect to any shares of Parent Common Stock (or dividends or distributions with respect thereto) or for any cash amounts Merger Consideration delivered to any public official pursuant to any applicable abandoned property Lawlaw, escheat Law law or similar LawLegal Requirement. (f) All shares of Parent Common Stock issued pursuant to this Agreement shall bear a legend (and Parent will make a notation on its transfer books to such effect) prominently stamped or printed thereon or the substance of which will otherwise be reflected on the books and records of the transfer agent for Parent Common Stock with respect to book-entry shares, in each case reading substantially as follows: “THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THESE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT PURPOSES AND NOT WITH A VIEW TO RESALE IN CONNECTION WITH A DISTRIBUTION AND MAY NOT BE SOLD OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT FOR SUCH SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND APPLICABLE STATE SECURITIES LAWS, OR AN EXEMPTION FROM REGISTRATION UNDER SUCH ACT.”

Surrender of Certificates. (a) On or prior to the Closing Date, Parent and the Company shall agree upon and select a reputable bank, transfer agent or trust company to act as exchange agent in the Merger (the “Exchange Agent”). At Promptly after the Effective Time, Parent shall deposit deposit, or shall cause to be deposited, with Parent’s Corporate Secretary or a third party selected by Parent (the Exchange Agent evidence of book-entry shares representing “Paying Agent”), cash sufficient to pay the Parent Common Stock issuable pursuant to cash consideration under Section 1.5(a2.5(b) and (c). The Parent Common Stock cash amounts so deposited with the Exchange Agent, together with any dividends or distributions received by the Exchange Paying Agent with respect to such shares, are referred to collectively as the “Exchange Payment Fund.” (b) Promptly As soon as reasonably practicable after the Effective Time, the Parties Paying Agent shall cause the Exchange Agent to mail to the Persons who were record holders of shares common stock and Series A Preferred Stock of Company Capital Stock that were converted into the right to receive the Merger Consideration: (i) a letter of transmittal in customary form and containing such provisions as Parent may reasonably specify (including a provision confirming that delivery of Company Stock Certificates stock certificates shall be effected, and risk of loss and title to Company Stock Certificates stock certificates shall pass, only upon proper delivery of such Company Stock Certificates stock certificates to the Exchange Paying Agent); , and (ii) instructions for use in effecting the surrender of Company Stock Certificates stock certificates in exchange for shares of Parent Common Stock. Holders of Company Preferred Stock shall surrender Company Stock Certificates representing the shares of Company Preferred Stock that were converted in connection with the Preferred Stock Conversioncash. Upon surrender to the Paying Agent of a Company stock certificate for common stock or Series A Preferred Stock Certificate to the Exchange Agent for exchangeof Company, together with a duly executed letter of transmittal transmittal, and such other documents as may be reasonably required by the Exchange Paying Agent or Parent Parent, (including a properly completed IRS Form W-9 or the appropriate version of IRS Form W-8, as applicable): (Ai) the holder of such Company Stock Certificate stock certificate shall be entitled to receive in exchange therefor book-entry shares representing the Merger Consideration (in a number of whole shares of Parent Common Stock) cash consideration that such holder has the right to receive pursuant to the provisions of Section 1.5(a2.5(b) or (c); , and (Bii) the Company Stock Certificate stock certificate so surrendered shall be canceledcancelled. Until surrendered as contemplated by this Section 1.8(b)2.7, each Company Stock Certificate stock certificate shall be deemed, from and after the Effective Time, to represent only the right to receive book-entry shares of Parent Common Stock representing the Merger ConsiderationConsideration as contemplated by Section 2.5. If any Company Stock Certificate stock certificate shall have been lost, stolen or destroyed, Parent may, in its reasonable discretion and as a condition precedent to the delivery issuance of any shares of Parent Common StockMerger Consideration, require the owner of such lost, stolen or destroyed Company Stock Certificate stock certificate to provide an applicable appropriate affidavit and to deliver a bond (in such sum as Parent may reasonably direct) as indemnity against any claim that may be made against the Paying Agent or Parent with respect to such Company Stock Certificate that includes an obligation of such owner to indemnify Parent against any claim suffered by Parent related to the lost, stolen or destroyed Company Stock Certificate as Parent may reasonably requeststock certificate. In the event that any shares of a transfer common stock or preferred stock of ownership Company to be exchanged hereunder secure any indebtedness owing to Company, the cash consideration which the holder of a Company Stock Certificate that such shares is not registered in entitled to receive shall be reduced by the transfer records amount of such indebtedness. In addition, at the request of an option holder electing to exercise options contemporaneously with the Effective Time, the cash consideration which such holder is entitled to receive for the shares of common stock underlying such options shall be reduced by the amount of the Company, payment exercise price of the Merger Consideration may be made to a Person other than the Person in whose name such Company Stock Certificate so surrendered is registered if such Company Stock Certificate shall be properly endorsed or otherwise be in proper form for transfer and the Person requesting such payment shall pay any transfer or other Taxes required by reason of the transfer or establish to the reasonable satisfaction of Parent that such Taxes have been paid or are not applicable. The Merger Consideration and any dividends or other distributions as are payable pursuant to Section 1.8(c) shall be deemed to have been in full satisfaction of all rights pertaining to Company Capital Stock formerly represented by such Company Stock Certificatesoptions. (c) No dividends or other distributions declared or made with respect to Parent Common Stock with a record date on or after the Effective Time shall be paid to the holder of any unsurrendered Company Stock Certificate with respect to the shares of Parent Common Stock that such holder has the right to receive in the Merger until such holder surrenders such Company Stock Certificate or provides an affidavit of loss, theft or destruction in lieu thereof in accordance with this Section 1.8 together with a duly executed letter of transmittal and such other documents as may be reasonably required by the Exchange Agent or Parent (at which time (or, if later, on the applicable payment date) such holder shall be entitled, subject to the effect of applicable abandoned property, escheat or similar Laws, to receive all such dividends and distributions, without interest). (d) Any portion of the Exchange Payment Fund that remains undistributed to holders of stock certificates of Company Stock Certificates as of the date that is one (1) year 180 days after the Closing Date Effective Time shall become the general funds of Parent. (d) The Paying Agent shall be delivered entitled to Parent upon demand, deduct and withhold from any holders consideration payable or otherwise deliverable pursuant to this Agreement to any holder or former holder of common stock or preferred stock of Company Stock Certificates who such amounts as may be required to be deducted or withheld therefrom under the IRC or any provision of state, local or foreign tax law or under any other applicable Legal Requirement. To the extent such amounts are so deducted or withheld, such amounts shall be treated for all purposes under this Agreement as having been paid to the Person to whom such amounts would otherwise have not theretofore surrendered their Company Stock Certificates in accordance with this Section 1.8 shall thereafter look only to Parent for satisfaction of their claims for Parent Common Stock and any dividends or distributions with respect to shares of Parent Common Stockbeen paid. (e) No Party to this Agreement Neither Parent nor the Surviving Corporation shall be liable to any holder or former holder of any common stock or preferred stock of Company Stock Certificate or to any other Person with respect to any shares of Parent Common Stock (or dividends or distributions with respect thereto) or for any cash amounts delivered to any public official pursuant to any applicable abandoned property Lawlaw, escheat Law law or similar LawLegal Requirement. (f) All shares of Parent Common Stock issued pursuant to this Agreement shall bear a legend (and Parent will make a notation on its transfer books to such effect) prominently stamped or printed thereon or the substance of which will otherwise be reflected on the books and records of the transfer agent for Parent Common Stock with respect to book-entry shares, in each case reading substantially as follows: “THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THESE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT PURPOSES AND NOT WITH A VIEW TO RESALE IN CONNECTION WITH A DISTRIBUTION AND MAY NOT BE SOLD OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT FOR SUCH SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND APPLICABLE STATE SECURITIES LAWS, OR AN EXEMPTION FROM REGISTRATION UNDER SUCH ACT.”

Surrender of Certificates. (a) On or prior to the Closing Date, Parent and the Company shall agree upon and select a reputable bank, transfer agent or trust company to act as exchange agent in the Merger (the “Exchange Agent”). At the Effective Time, Parent shall deposit with American Stock Transfer & Trust Company, LLC (the “Exchange Agent Agent”): (i) evidence of book-entry shares representing the Parent Common Stock issuable pursuant to Section 1.5(a) and (ii) cash sufficient to make payments in lieu of fractional shares in accordance with Section 1.5(c). The Parent Common Stock and cash amounts so deposited with the Exchange Agent, together with any dividends or distributions received by the Exchange Agent with respect to such shares, are referred to collectively as the “Exchange Fund.” (b) Promptly after the Effective Time, the Parties shall cause the Exchange Agent to mail to the Persons who were record holders of shares of Company Capital Stock that were converted into the right to receive the Merger Consideration: (i) a letter of transmittal in customary form and containing such provisions as Parent may reasonably specify (including a provision confirming that delivery of any Company Stock Certificates shall be effected, and risk of loss and title to such Company Stock Certificates shall pass, only upon proper delivery of such Company Stock Certificates to the Exchange Agent); and (ii) instructions for effecting the surrender of any Company Stock Certificates Certificates, or uncertificated shares of Company Capital Stock, in exchange for shares of Parent Common Stock. Holders of Company Preferred Stock shall surrender Company Stock Certificates representing the shares of Company Preferred Stock that were converted in connection with the Preferred Stock Conversion. Upon surrender of a Company Stock Certificate or other reasonable evidence of the ownership of uncertificated Company Capital Stock to the Exchange Agent for exchange, together with a duly executed letter of transmittal and such other documents as may be reasonably required by the Exchange Agent or Parent (including a properly completed IRS Form W-9 or the appropriate version of IRS Form W-8, as applicable): (A) the holder of such Company Capital Stock Certificate shall be entitled to receive in exchange therefor book-entry shares representing the Merger Consideration (in a number of whole shares of Parent Common Stock) that such holder has the right to receive pursuant to the provisions of Section 1.5(a) (and cash in lieu of any fractional share of Parent Common Stock pursuant to the provisions of Section 1.5(c)); and (B) the such Company Stock Certificate so surrendered shall be canceled. Until surrendered as contemplated by this Section 1.8(b1.7(b), each Company Stock Certificate shall be deemed, from and after the Effective Time, to represent only the right to receive book-entry shares of Parent Common Stock representing the Merger ConsiderationConsideration (and cash in lieu of any fractional share of Parent Common Stock). If any Company Stock Certificate shall have been lost, stolen or destroyed, Parent may, in its reasonable discretion and as a condition precedent to the delivery of any shares of Parent Common Stock, require the owner of such lost, stolen or destroyed Company Stock Certificate to provide an applicable affidavit with respect to such Company Stock Certificate that includes an obligation of such owner to indemnify and post a bond indemnifying Parent against any claim suffered by Parent related to the lost, stolen or destroyed Company Stock Certificate as Parent may reasonably request. In the event of a transfer of ownership of a Company Stock Certificate that is not registered in the transfer records of the Company, payment of the Merger Consideration may be made to a Person other than the Person in whose name such Company Stock Certificate so surrendered is registered if such Company Stock Certificate shall be properly endorsed or otherwise be in proper form for transfer and the Person requesting such payment shall pay any transfer or other Taxes required by reason of the transfer or establish to the reasonable satisfaction of Parent that such Taxes have been paid or are not applicable. The Merger Consideration and any dividends or other distributions as are payable pursuant to Section 1.8(c1.7(c) shall be deemed to have been in full satisfaction of all rights pertaining to Company Capital Stock formerly represented by such Company Stock Certificates. (c) No dividends or other distributions declared or made with respect to Parent Common Stock with a record date on or after the Effective Time shall be paid to the holder of any unsurrendered Company Stock Certificate with respect to the shares of Parent Common Stock that such holder has the right to receive in the Merger until such holder surrenders such Company Stock Certificate or provides an affidavit of lossCertificate, theft or destruction in lieu thereof in accordance with this Section 1.8 together with a duly executed letter of transmittal and such other documents as may be reasonably required by the Exchange Agent or Parent Parent, or provides an affidavit of loss, theft or destruction in lieu thereof in accordance with this Section 1.7 (at which time (or, if later, on the applicable payment date) such holder shall be entitled, subject to the effect of applicable abandoned property, escheat or similar Laws, to receive all such dividends and distributions, without interest). (d) Any portion of the Exchange Fund that remains undistributed to holders of Company Capital Stock Certificates as of the date that is one (1) year after the Closing Date shall be delivered to Parent upon demand, and any holders of Company Stock Certificates who have not theretofore surrendered their Company Stock Certificates in accordance with this Section 1.8 1.7 shall thereafter look only to Parent for satisfaction of their claims for Parent Common Stock, cash in lieu of fractional shares of Parent Common Stock and any dividends or distributions with respect to shares of Parent Common Stock. (e) No Party to this Agreement shall be liable to any holder of any Company Capital Stock Certificate or to any other Person with respect to any shares of Parent Common Stock (or dividends or distributions with respect thereto) or for any cash amounts delivered to any public official pursuant to any applicable abandoned property Law, escheat Law or similar Law. (f) All shares of Parent Common Stock issued pursuant to this Agreement shall bear a legend (and Parent will make a notation on its transfer books to such effect) prominently stamped or printed thereon or the substance of which will otherwise be reflected on the books and records of the transfer agent for Parent Common Stock with respect to book-entry shares, in each case reading substantially as follows: “THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THESE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT PURPOSES AND NOT WITH A VIEW TO RESALE IN CONNECTION WITH A DISTRIBUTION AND MAY NOT BE SOLD OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT FOR SUCH SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND APPLICABLE STATE SECURITIES LAWS, OR AN EXEMPTION FROM REGISTRATION UNDER SUCH ACT.”

Surrender of Certificates. (a) Prior to the Closing Date, Parent shall select a reputable bank or trust company to act as payment agent in the Merger (the “Payment Agent”). On or prior to the Closing Date, Parent shall deposit, or shall cause to be deposited, with the Payment Agent, separate and apart from its other funds, for the purpose of exchanging Merger Consideration for Certificates and Book-Entry Shares (other than Certificates or Book-Entry Shares representing Excluded Shares or Dissenting Shares), cash sufficient to pay the aggregate Merger Consideration payable pursuant to Section 1.5 with respect to such Shares, including, for the avoidance of doubt, the Company Restricted Shares and the Company shall agree upon and select a reputable bank, transfer agent or trust company to act as exchange agent in the Merger (the “Exchange Agent”). At the Effective Time, Parent shall deposit with the Exchange Agent evidence of book-entry shares representing the Parent Common Stock issuable pursuant to Section 1.5(a)Performance Shares. The Parent Common Stock cash amount so deposited with the Exchange Agent, together with any dividends or distributions received by the Exchange Payment Agent with respect to such shares, are is referred to collectively as the “Exchange Payment Fund.”” The Payment Agent will invest the funds included in the Payment Fund in the manner directed by Parent; provided, however, that such investments shall be in obligations of or guaranteed by the United States of America or any agency or instrumentality thereof and backed by the full faith and credit of the United States of America, in commercial paper obligations rated A-1 or P-1 or better by ▇▇▇▇▇’▇ Investors Service, Inc. or Standard & Poor’s Corporation, respectively, or in certificates of deposit, bank repurchase agreements or banker’s acceptances of commercial banks with capital exceeding $1 billion (based on the most recent financial statements of such bank that are then publicly available). Any interest or other income resulting from the investment of such funds shall be the property of Parent. (b) Promptly As promptly as practicable after the Effective Time, but in no event more than three (3) Business Days following the Parties Effective Time, the Surviving Corporation shall cause the Exchange Payment Agent to mail to each holder of record of Shares (as of immediately prior to the Persons who were record holders of shares of Company Capital Stock that were converted into the right to receive the Merger Consideration: Effective Time) (iA) a letter of transmittal (which shall be in customary form and containing such provisions as Parent may reasonably shall specify (including a provision confirming that delivery of Company Stock Certificates shall be effected, and risk of loss and title to Company Stock the Certificates or Book-Entry Shares shall pass, only upon proper delivery of such Company Stock the Certificates or transfer of the Book-Entry Shares to the Exchange Payment Agent); and ) and/or (iiB) instructions for effecting the surrender of Company Stock the Certificates or transfer of the Book-Entry Shares in exchange for shares the Merger Consideration. (c) Each holder of Parent Common Stock. Holders of Company Preferred Stock shall surrender Company Stock Certificates representing the shares of Company Preferred Common Stock that were converted in connection with the Preferred Stock Conversion. Upon (other than Excluded Shares or Dissenting Shares) shall, upon (A) surrender of a Company Stock Certificate to the Exchange Payment Agent of Certificates for exchangecancellation, together with a duly executed such letter of transmittal transmittal, duly completed and validly executed in accordance with the instructions thereto, such other documents as may be reasonably required pursuant to such instructions, and the applicable declaration for Tax withholding purposes, or (B) compliance with the reasonable procedures established by the Exchange Payment Agent or Parent (including a properly completed IRS Form W-9 or the appropriate version for delivery of IRS Form W-8Book-Entry Shares, as applicable): (A) the holder of such Company Stock Certificate shall be entitled to receive in exchange therefor book-entry shares representing therefor, the aggregate Merger Consideration (in a number of whole shares of Parent Common Stock) that such holder has respect thereof and the right to receive pursuant to the provisions of Section 1.5(a); and (B) the Company Stock Certificate Certificates so surrendered and Book-Entry Shares so transferred shall forthwith be canceled, subject to Section 1.9. No interest will be paid or accrued on any amount payable upon due surrender of the Certificates or due transfer of the Book-Entry Shares. The Payment Agent shall accept such Certificates and Book-Entry Shares upon compliance with such reasonable terms and conditions as the Payment Agent may impose to effect an orderly exchange thereof in accordance with normal exchange practices. Until so surrendered or delivered, as contemplated by this Section 1.8(b)the case may be, each Company Stock such Certificate or Book-Entry Share shall be deemed, from and represent after the Effective Time, to represent Time for all purposes only the right to receive book-entry shares of Parent Common Stock representing the Merger Consideration. If Consideration pursuant to this Article I. (d) In the event any Company Stock Certificate shall have been lost, stolen or destroyed, Parent mayupon 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 the Surviving Corporation, the posting by such Person of a bond in its a reasonable discretion and amount as a condition precedent the Surviving Corporation may determine as indemnity against any claim that may be made against it with respect to such Certificate, the delivery of any shares of Parent Common Stock, require Payment Agent will issue the owner of Merger Consideration in exchange for such lost, stolen or destroyed Company Stock Certificate. Delivery of such affidavit and the posting of such bond, if so required, shall be deemed delivery of a Certificate to provide an applicable affidavit with respect to such Company Stock Certificate that includes an obligation the relevant Common Shares for purposes of such owner to indemnify Parent against any claim suffered by Parent related to the lost, stolen or destroyed Company Stock Certificate as Parent may reasonably request. this Article I. (e) In the event of a transfer of ownership of a Company Stock Certificate Shares that is not registered in the transfer records of the Company, payment of the Merger Consideration in respect of the applicable Shares may be made to a Person other than the Person in whose name such Company Stock Certificate the Certificates so surrendered is or the Book-Entry Shares so transferred are registered if such Company Stock Certificate Certificates shall be properly endorsed or otherwise be in proper form for transfer and or such Book-Entry Shares shall be properly transferred and, in each case, the Person requesting such payment shall pay any transfer or other Taxes required by reason of the transfer payment of the Merger Consideration in respect thereof or establish to the reasonable satisfaction of Parent the Surviving Corporation and the Payment Agent that such Taxes have Tax has been paid or are is not applicable. The Merger Consideration and any dividends or other distributions as are payable pursuant to Section 1.8(c) shall be deemed to have been in full satisfaction of all rights pertaining to Company Capital Stock formerly represented by such Company Stock Certificates. (c) No dividends or other distributions declared or made with respect to Parent Common Stock with a record date on or after the Effective Time shall be paid to the holder of any unsurrendered Company Stock Certificate with respect to the shares of Parent Common Stock that such holder has the right to receive in the Merger until such holder surrenders such Company Stock Certificate or provides an affidavit of loss, theft or destruction in lieu thereof in accordance with this Section 1.8 together with a duly executed letter of transmittal and such other documents as may be reasonably required by the Exchange Agent or Parent (at which time (or, if later, on the applicable payment date) such holder shall be entitled, subject to the effect of applicable abandoned property, escheat or similar Laws, to receive all such dividends and distributions, without interest). (df) Any portion of the Exchange Payment Fund that remains unclaimed or undistributed to holders of Company Stock Certificates or Book-Entry Shares as of the date that is one (1) year after the Closing Date shall be delivered to Parent or as directed by the Surviving Corporation upon demand, and any holders of Company Stock Certificates such holder who have has not theretofore surrendered their Company Stock Certificates in accordance previously complied with this Section 1.8 Article I shall thereafter look only to the Surviving Corporation for payment of any such holder’s claim for the Merger Consideration, without any interest thereon. Notwithstanding anything herein to the contrary, neither Parent for satisfaction of their claims for Parent Common Stock and any dividends or distributions with respect to shares of Parent Common Stock. (e) No Party to this Agreement nor the Surviving Corporation shall be liable to any holder of any Company Stock Certificate or to any other Person with respect to any shares of Parent Common Stock (or dividends or distributions with respect thereto) or for any cash amounts Merger Consideration delivered to any public official pursuant to any applicable abandoned property Law, escheat Law or similar Law. Any amounts remaining unclaimed by holders of shares of Company Common Stock immediately prior to such time when the amounts would otherwise escheat to or become property of any Governmental Authority shall become, to the extent permitted by applicable Law, the property of the Surviving Corporation free and clear of any claims or interest of any Person previously entitled thereto. (fg) All shares of Parent Common Stock issued pursuant to this Agreement shall bear a legend (and Parent will make a notation on its transfer books to such effect) prominently stamped or printed thereon or the substance of which will otherwise be reflected on the books and records Any portion of the transfer agent Payment Fund made available to the Payment Agent to pay for Parent Common Stock with respect Dissenting Shares shall be returned to book-entry shares, in each case reading substantially as follows: “THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THESE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT PURPOSES AND NOT WITH A VIEW TO RESALE IN CONNECTION WITH A DISTRIBUTION AND MAY NOT BE SOLD OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT FOR SUCH SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND APPLICABLE STATE SECURITIES LAWS, OR AN EXEMPTION FROM REGISTRATION UNDER SUCH ACTthe Surviving Corporation upon Demand.”

Surrender of Certificates. (a) On or prior Prior to the Closing DateEffective Time, Parent and the Company shall agree upon and select designate a reputable bank, transfer agent bank or trust company located in the United States to act as exchange paying agent (the "PAYING AGENT") for the holders of shares of Common Stock, Series B Preferred Stock, Series B Preferred Stock Depositary Shares and Common Stock Purchase Warrants in connection with the Merger (to receive in trust funds to make the “Exchange Agent”)payments contemplated by Section 3.2. At the Effective Time, Parent shall deposit with the Exchange Agent evidence of book-entry shares representing the Parent Common Stock issuable pursuant to Section 1.5(a). The Parent Common Stock so deposited with the Exchange Agent, together with any dividends or distributions received by the Exchange Agent with respect to such shares, are referred to collectively as the “Exchange Fund.” (b) Promptly after the Effective Time, the Parties shall cause the Exchange Paying Agent to mail and/or make available to the Persons who were record holders each holder of a certificate theretofore evidencing shares of Common Stock, Series B Preferred Stock, Series B Preferred Stock Depositary Shares and Common Stock Purchase Warrants (other than those which are held by any Subsidiary or in the treasury of the Company Capital Stock that were converted into the right to receive the Merger Consideration: or which are held directly or indirectly by Parent or any direct or indirect subsidiary of Parent (iincluding Sub)) a notice and letter of transmittal in customary form advising such holder of the effectiveness of the Merger and containing such provisions as Parent may reasonably specify (including a provision confirming that delivery of Company Stock Certificates shall be effected, and risk of loss and title to Company Stock Certificates shall pass, only upon proper delivery of such Company Stock Certificates the procedure for surrendering to the Exchange Agent); Paying Agent such certificate or certificates which immediately prior to the Effective Time represented outstanding Common Stock, Series B Preferred Stock, Series B Preferred Stock Depositary Shares and Common Stock Purchase Warrants (iithe "Certificates") instructions for effecting the surrender of Company Stock Certificates in exchange for shares of Parent Common Stock. Holders of Company Preferred Stock shall surrender Company Stock Certificates representing the shares of Company Preferred Stock that were converted Applicable Merger Consideration deliverable in connection with the Preferred Stock Conversionrespect thereof pursuant to this Article III. Upon the surrender of a Company Stock Certificate for cancellation to the Exchange Paying Agent for exchangeof such Certificates, together with a letter of transmittal, duly executed and completed in accordance with the instructions thereon, and any other items specified by the letter of transmittal and such other documents as may be reasonably required by transmittal, the Exchange Paying Agent or Parent (including a properly completed IRS Form W-9 or shall promptly pay to the appropriate version of IRS Form W-8, as applicable): (A) Person entitled thereto the holder of such Company Stock Certificate shall be entitled to receive in exchange therefor book-entry shares representing the Applicable Merger Consideration (deliverable in a number of whole shares of Parent Common Stock) that such holder has the right to receive pursuant to the provisions of Section 1.5(a); and (B) the Company Stock Certificate so surrendered shall be canceledrespect thereof. Until surrendered as contemplated by this Section 1.8(b)so surrendered, each Company Stock Certificate shall be deemed, from and after the Effective Timefor all corporate purposes, to represent evidence only the right to receive book-entry shares upon such surrender the Applicable Merger Consideration deliverable in respect thereof to which such Person is entitled pursuant to this Article III. No interest shall be paid or accrued in respect of Parent Common Stock representing such cash payments. (b) If the Applicable Merger Consideration. If Consideration (or any Company Stock portion thereof) is to be delivered to a Person other than the Person in whose name the Certificates surrendered in exchange therefor are registered, it shall be a condition to the payment of the Applicable Merger Consideration that the Certificates so surrendered shall be properly endorsed or accompanied by appropriate stock powers and otherwise in proper form for transfer, that such transfer otherwise be proper and that the Person requesting such transfer pay to the Paying Agent any transfer or other taxes payable by reason of the foregoing or establish to the satisfaction of the Paying Agent that such taxes have been paid or are not required to be paid. (c) In the event any Certificate shall have been lost, stolen or destroyed, Parent mayupon the making of an affidavit of that fact by the Person claiming such Certificate to be lost, stolen or destroyed, the Paying Agent will issue in its reasonable discretion and exchange for such lost, stolen or destroyed Certificate the Applicable Merger Consideration deliverable in respect thereof as determined in accordance with this Article III; PROVIDED, THAT the Person to whom the Applicable Merger Consideration is paid shall, as a condition precedent to the delivery of payment thereof, give the Surviving Corporation a bond in such sum as it may direct or otherwise indemnify the Surviving Corporation in a manner satisfactory to it against any shares of Parent Common Stock, require claim that may be made against the owner of such Surviving Corporation with respect to the Certificate claimed to have been lost, stolen or destroyed Company Stock Certificate to provide an applicable affidavit with respect to such Company Stock Certificate that includes an obligation of such owner to indemnify Parent against any claim suffered by Parent related to the lost, stolen or destroyed Company Stock Certificate as Parent may reasonably request. In the event of a transfer of ownership of a Company Stock Certificate that is not registered in the transfer records of the Company, payment of the Merger Consideration may be made to a Person other than the Person in whose name such Company Stock Certificate so surrendered is registered if such Company Stock Certificate shall be properly endorsed or otherwise be in proper form for transfer and the Person requesting such payment shall pay any transfer or other Taxes required by reason of the transfer or establish to the reasonable satisfaction of Parent that such Taxes have been paid or are not applicable. The Merger Consideration and any dividends or other distributions as are payable pursuant to Section 1.8(c) shall be deemed to have been in full satisfaction of all rights pertaining to Company Capital Stock formerly represented by such Company Stock Certificatesdestroyed. (c) No dividends or other distributions declared or made with respect to Parent Common Stock with a record date on or after the Effective Time shall be paid to the holder of any unsurrendered Company Stock Certificate with respect to the shares of Parent Common Stock that such holder has the right to receive in the Merger until such holder surrenders such Company Stock Certificate or provides an affidavit of loss, theft or destruction in lieu thereof in accordance with this Section 1.8 together with a duly executed letter of transmittal and such other documents as may be reasonably required by the Exchange Agent or Parent (at which time (or, if later, on the applicable payment date) such holder shall be entitled, subject to the effect of applicable abandoned property, escheat or similar Laws, to receive all such dividends and distributions, without interest). (d) Any portion of the Exchange Fund that remains undistributed to holders of Company Stock Certificates as of the date that is one (1) year after the Closing Date shall be delivered to Parent upon demand, and any holders of Company Stock Certificates who have not theretofore surrendered their Company Stock Certificates in accordance with this Section 1.8 shall thereafter look only to Parent for satisfaction of their claims for Parent Common Stock and any dividends or distributions with respect to shares of Parent Common Stock. (e) No Party to this Agreement shall be liable to any holder of any Company Stock Certificate or to any other Person with respect to any shares of Parent Common Stock (or dividends or distributions with respect thereto) or for any cash amounts delivered to any public official pursuant to any applicable abandoned property Law, escheat Law or similar Law. (f) All shares of Parent Common Stock issued pursuant to this Agreement shall bear a legend (and Parent will make a notation on its transfer books to such effect) prominently stamped or printed thereon or the substance of which will otherwise be reflected on the books and records of the transfer agent for Parent Common Stock with respect to book-entry shares, in each case reading substantially as follows: “THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THESE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT PURPOSES AND NOT WITH A VIEW TO RESALE IN CONNECTION WITH A DISTRIBUTION AND MAY NOT BE SOLD OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT FOR SUCH SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND APPLICABLE STATE SECURITIES LAWS, OR AN EXEMPTION FROM REGISTRATION UNDER SUCH ACT.”

Surrender of Certificates. As soon as practicable after the Effective Time but in no event later than three (a3) On or prior to the Closing Date, Parent and the Company shall agree upon and select a reputable bank, transfer agent or trust company to act as exchange agent in the Merger (the “Exchange Agent”). At business days following the Effective Time, Parent shall deposit Computershare Investor Services LLP (the "Exchange Agent"), pursuant to documentation reasonably acceptable to Purchaser and the Company consistent with the Exchange Agent evidence terms hereof, shall mail to each holder of book-entry shares representing the Parent Common Stock issuable pursuant to Section 1.5(a). The Parent Common Stock so deposited with the Exchange Agentrecord of a certificate or certificates which, together with any dividends or distributions received by the Exchange Agent with respect to such shares, are referred to collectively as the “Exchange Fund.” (b) Promptly after of the Effective Time, the Parties shall cause the Exchange Agent to mail to the Persons who were record holders of represented outstanding shares of Company Capital Common Stock that were converted into the right to receive the Merger Consideration: (each, a "Certificate"): (i) a form letter of transmittal in customary form and containing such provisions as Parent may reasonably which shall specify (including a provision confirming that delivery of Company Stock Certificates shall be effected, and risk of loss and title to Company Stock the Certificates shall pass, only upon proper delivery of such Company Stock the Certificates (or a lost certificate affidavit and bond in a form reasonably acceptable to the Exchange Agent)) to the Exchange Agent; and (ii) instructions for use in effecting the surrender of Company Stock the Certificates in exchange for shares of Parent Common Stock. Holders of Company Preferred Stock shall surrender Company Stock Certificates representing the shares of Company Preferred Stock that were converted in connection with the Preferred Stock ConversionMerger Consideration. Upon surrender of a Company Stock Certificate for cancellation to the Exchange Agent for exchange(or a lost certificate affidavit and bond in a form reasonably acceptable to the Exchange Agent), together with a duly executed such letter of transmittal and such other documents as may be reasonably required by the Exchange Agent or Parent (including a properly completed IRS Form W-9 or the appropriate version of IRS Form W-8transmittal, as applicable): (A) duly executed, the holder of such Company Stock Certificate shall be entitled to receive receive, in exchange therefor book-entry shares representing therefor, (i) a certificate evidencing the Merger Consideration (in a whole number of whole shares of Parent Purchaser Common Stock into which the shares of Company Common Stock) that such holder has , theretofore represented by the right to receive Certificate so surrendered, shall have been converted pursuant to the provisions of Section 1.5(a); and 1.2, plus (Bii) the Company Stock aggregate amount of Per Share Cash Consideration which such holder would be entitled to receive pursuant to Section 1.2 plus, (iii) such additional cash amount, if any, payable in lieu of fractional shares in accordance with Section 1.5(c), and the Certificate so surrendered shall be canceledcancelled. Until Purchaser shall direct the Exchange Agent to make such deliveries within three (3) business days of the receipt of all required documentation. If any Purchaser Common Stock to be exchanged for shares of Company Common Stock is to be delivered in a name other than that in which the Certificate surrendered as contemplated by this Section 1.8(b)for exchange is registered, each Company Stock Certificate it shall be deemeda condition to the exchange that the Certificate so surrendered shall be properly endorsed or otherwise in proper form for transfer, from that all signatures shall be guaranteed by a member firm of any national securities exchange in the United States or the National Association of Securities Dealers, Inc., or by a commercial bank or trust company or other financial institution acceptable to Purchaser having an office in the United States, and that the person requesting the payment shall either (a) pay to the Exchange Agent any transfer or other taxes required by reason of the payment to a person other than the registered holder of the Certificate surrendered, or (b) establish to the satisfaction of the Exchange Agent that such taxes have been paid or are not payable. From and after the Effective Time, to represent only there shall be no transfers on the right to receive book-entry shares stock transfer books of Parent Common Stock representing the Merger Consideration. If any Company Stock Certificate shall have been lost, stolen or destroyed, Parent may, in its reasonable discretion and as a condition precedent to the delivery of any shares of Parent Company Common Stock, require the owner of such lost, stolen or destroyed Company Stock Certificate to provide an applicable affidavit with respect to such Company Stock Certificate that includes an obligation of such owner to indemnify Parent against any claim suffered by Parent related outstanding immediately prior to the lost, stolen or destroyed Effective Time and any such shares of Company Common Stock Certificate as Parent may reasonably request. In presented to the event of a transfer of ownership of a Company Stock Certificate that is not registered Exchange Agent shall be cancelled in the transfer records of the Company, payment of exchange for the Merger Consideration may be made to a Person other than the Person in whose name such Company Stock Certificate so surrendered is registered if such Company Stock Certificate shall be properly endorsed or otherwise be in proper form for transfer and the Person requesting such payment shall pay any transfer or other Taxes required by reason of the transfer or establish to the reasonable satisfaction of Parent that such Taxes have been paid or are not applicable. The Merger Consideration and any dividends or other distributions as are payable pursuant to Section 1.8(c) shall be deemed to have been in full satisfaction of all rights pertaining to Company Capital Stock formerly represented by such Company Stock Certificates. (c) No dividends or other distributions declared or made with respect to Parent Common Stock with a record date on or after the Effective Time shall be paid to the holder of any unsurrendered Company Stock Certificate with respect to the shares of Parent Common Stock that such holder has the right to receive thereto as provided in the Merger until such holder surrenders such Company Stock Certificate or provides an affidavit of loss, theft or destruction in lieu thereof in accordance with this Section 1.8 together with a duly executed letter of transmittal and such other documents as may be reasonably required by the Exchange Agent or Parent (at which time (or, if later, on the applicable payment date) such holder shall be entitled, subject to the effect of applicable abandoned property, escheat or similar Laws, to receive all such dividends and distributions, without interest)1.2 above. (d) Any portion of the Exchange Fund that remains undistributed to holders of Company Stock Certificates as of the date that is one (1) year after the Closing Date shall be delivered to Parent upon demand, and any holders of Company Stock Certificates who have not theretofore surrendered their Company Stock Certificates in accordance with this Section 1.8 shall thereafter look only to Parent for satisfaction of their claims for Parent Common Stock and any dividends or distributions with respect to shares of Parent Common Stock. (e) No Party to this Agreement shall be liable to any holder of any Company Stock Certificate or to any other Person with respect to any shares of Parent Common Stock (or dividends or distributions with respect thereto) or for any cash amounts delivered to any public official pursuant to any applicable abandoned property Law, escheat Law or similar Law. (f) All shares of Parent Common Stock issued pursuant to this Agreement shall bear a legend (and Parent will make a notation on its transfer books to such effect) prominently stamped or printed thereon or the substance of which will otherwise be reflected on the books and records of the transfer agent for Parent Common Stock with respect to book-entry shares, in each case reading substantially as follows: “THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THESE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT PURPOSES AND NOT WITH A VIEW TO RESALE IN CONNECTION WITH A DISTRIBUTION AND MAY NOT BE SOLD OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT FOR SUCH SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND APPLICABLE STATE SECURITIES LAWS, OR AN EXEMPTION FROM REGISTRATION UNDER SUCH ACT.”

Surrender of Certificates. (a) On or prior to the Closing Date, Parent and the Company shall agree upon and select a reputable bank, transfer agent or trust company to act As soon as exchange agent in the Merger (the “Exchange Agent”). At practicable after the Effective Time, Parent shall deposit with the Exchange Agent evidence of book-entry shares representing the Parent Common Stock issuable pursuant to Section 1.5(a). The Parent Common Stock so deposited with the Exchange Agent, together with any dividends or distributions received by the Exchange Agent with respect to such shares, are referred to collectively as the “Exchange Fund.” Time but in no event later than three (b3) Promptly after business days following the Effective Time, the Parties shall cause the Exchange Agent (defined below) shall deliver to mail to each holder of record of a certificate or certificates which as of the Persons who were record holders of Effective Time represented outstanding shares of Company Capital Bancorp Common Stock that were converted into the right to receive the Merger Consideration: (each, a "Certificate"): (i) a form letter of transmittal in customary form and containing such provisions as Parent may reasonably which shall specify (including a provision confirming that delivery of Company Stock Certificates shall be effected, and risk of loss and title to Company Stock the Certificates shall pass, only upon proper delivery of such Company Stock the Certificates (or a lost certificate affidavit and bond in a form reasonably acceptable to the Exchange Agent)) to the Exchange Agent; and (ii) instructions for use in effecting the surrender of Company Stock the Certificates in exchange for shares of Parent Common Stock. Holders of Company Preferred Stock shall surrender Company Stock Certificates representing the shares of Company Preferred Stock that were converted in connection with the Preferred Stock ConversionMerger Consideration. Upon surrender of a Company Stock Certificate for cancellation to the Exchange Agent for exchange(or a lost certificate affidavit and bond in a form reasonably acceptable to the Exchange Agent), together with a duly executed such letter of transmittal and such other documents as may be reasonably required by the Exchange Agent or Parent (including a properly completed IRS Form W-9 or the appropriate version of IRS Form W-8transmittal, as applicable): (A) duly executed, the holder of such Company Stock Certificate shall be entitled to receive receive, in exchange therefor book-entry shares therefor, MAF Common Stock representing the Merger Consideration (in a number of whole shares of Parent MAF Common Stock into which the shares of Bancorp Common Stock) that such holder has , theretofore represented by the right to receive Certificate so surrendered, shall have been converted pursuant to the provisions of Section 1.5(a); 1.2, and (B) the Company Stock Certificate so surrendered shall be canceledcancelled. Until surrendered as contemplated by this Section 1.8(b), each Company Stock Certificate MAF shall be deemed, from and after direct the Effective Time, Exchange Agent to represent only make such payments within five business days of the right to receive book-entry shares receipt of Parent Common Stock representing the Merger Considerationall required documentation. If any Company payment for shares of Bancorp Common Stock is to be made in a name other than that in which the Certificate for Bancorp Common Stock surrendered for exchange is registered, it shall have been lost, stolen or destroyed, Parent may, in its reasonable discretion and as be a condition precedent to the delivery of any shares of Parent Common Stock, require payment that the owner of such lost, stolen or destroyed Company Stock Certificate to provide an applicable affidavit with respect to such Company Stock Certificate that includes an obligation of such owner to indemnify Parent against any claim suffered by Parent related to the lost, stolen or destroyed Company Stock Certificate as Parent may reasonably request. In the event of a transfer of ownership of a Company Stock Certificate that is not registered in the transfer records of the Company, payment of the Merger Consideration may be made to a Person other than the Person in whose name such Company Stock Certificate certificate so surrendered is registered if such Company Stock Certificate shall be properly endorsed or otherwise be in proper form for transfer transfer, that all signatures shall be guaranteed by a member firm of any national securities exchange in the United States or the National Association of Securities Dealers, Inc., or by a commercial bank or trust company or other financial institution acceptable to MAF having an office in the United States, and that the Person person requesting such the payment shall either (a) pay to the Exchange Agent any transfer or other Taxes taxes required by reason of the transfer payment to a person other than the registered holder of the certificate surrendered, or (b) establish to the reasonable satisfaction of Parent that such Taxes have been paid or are not applicable. The Merger Consideration and any dividends or other distributions as are payable pursuant to Section 1.8(c) shall be deemed to have been in full satisfaction of all rights pertaining to Company Capital Stock formerly represented by such Company Stock Certificates. (c) No dividends or other distributions declared or made with respect to Parent Common Stock with a record date on or after the Effective Time shall be paid to the holder of any unsurrendered Company Stock Certificate with respect to the shares of Parent Common Stock that such holder has the right to receive in the Merger until such holder surrenders such Company Stock Certificate or provides an affidavit of loss, theft or destruction in lieu thereof in accordance with this Section 1.8 together with a duly executed letter of transmittal and such other documents as may be reasonably required by the Exchange Agent or Parent (at which time (or, if later, on the applicable payment date) such holder shall be entitled, subject to the effect of applicable abandoned property, escheat or similar Laws, to receive all such dividends and distributions, without interest). (d) Any portion of the Exchange Fund that remains undistributed to holders of Company Stock Certificates as of the date that is one (1) year after the Closing Date shall be delivered to Parent upon demand, and any holders of Company Stock Certificates who have not theretofore surrendered their Company Stock Certificates in accordance with this Section 1.8 shall thereafter look only to Parent for satisfaction of their claims for Parent Common Stock and any dividends or distributions with respect to shares of Parent Common Stock. (e) No Party to this Agreement shall be liable to any holder of any Company Stock Certificate or to any other Person with respect to any shares of Parent Common Stock (or dividends or distributions with respect thereto) or for any cash amounts delivered to any public official pursuant to any applicable abandoned property Law, escheat Law or similar Law. (f) All shares of Parent Common Stock issued pursuant to this Agreement shall bear a legend (and Parent will make a notation on its transfer books to such effect) prominently stamped or printed thereon or the substance of which will otherwise be reflected on the books and records of the transfer agent for Parent Common Stock with respect to book-entry shares, in each case reading substantially as follows: “THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THESE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT PURPOSES AND NOT WITH A VIEW TO RESALE IN CONNECTION WITH A DISTRIBUTION AND MAY NOT BE SOLD OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT FOR SUCH SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND APPLICABLE STATE SECURITIES LAWS, OR AN EXEMPTION FROM REGISTRATION UNDER SUCH ACT.”of

Surrender of Certificates. (a) On or prior Prior to the Closing DateClosing, Parent and the Company shall agree upon and select designate a reputable bank, transfer agent bank or trust company reasonably acceptable to the Company to act as exchange agent in the Merger (the “Exchange Paying Agent”)) for the holders of Shares and to receive the funds to which holders of such Shares shall become entitled pursuant to this Agreement. At The agreement pursuant to which Parent designates the Effective TimePaying Agent shall be in form and substance reasonably acceptable to the Company and Parent. Prior to the Closing, Parent shall deposit or cause to be deposited with the Exchange Paying Agent evidence sufficient funds to pay the aggregate Merger Consideration payable in respect of book-entry shares representing the Parent Common Stock issuable Shares pursuant to Section 1.5(a1.4(a)(iii) (the “Payment Fund”). The With respect to any Dissenting Shares, Parent Common Stock so shall only be required to deposit or cause to be deposited with the Exchange AgentPaying Agent funds sufficient to pay the aggregate Merger Consideration payable in respect of such Dissenting Shares if the holder thereof fails to perfect or effectively withdraws or loses its right to appraisal under the DGCL. To the extent the Payment Fund diminishes for any reason below the level required to make prompt payment of the amounts described in the preceding sentences, together with any dividends Parent and Merger Sub shall, or distributions received shall cause the Surviving Corporation to, promptly replace or restore the lost portion of such fund so as to ensure that it is maintained at a level sufficient to make such payments. The Payment Fund shall be invested by the Exchange Paying Agent as directed by Parent; provided, however, that (i) no such investment or losses thereon shall relieve Parent from making the payments required by this Article I or affect the amount of Merger Consideration payable in respect of the Shares and following any losses Parent shall promptly provide additional funds to the Paying Agent in the amount of any such losses, (ii) no such investment shall have maturities that could prevent or delay payments to be made pursuant to this Agreement, and (iii) such investments shall be in (A) short-term direct obligations of or guaranteed by the United States of America, (B) short-term commercial paper obligations, (C) certificates of deposit, bank repurchase agreements or banker’s acceptances of commercial banks with capital exceeding $5 billion, or (D) money market funds having a rating in the highest investment category granted by a recognized credit rating agency at the time of investment. Any and all interest or other amounts earned with respect to such sharesfunds shall be paid to Parent or its designee, are referred to collectively except as provided in Section 1.5(c). The Payment Fund shall not be used for any other purpose. The Surviving Corporation shall (and Parent shall cause the “Exchange FundSurviving Corporation to) pay all charges and expenses, including those of the Paying Agent, in connection with the exchange of Shares and the payment of the Merger Consideration in respect of the Shares.” (b) Promptly after the Effective TimeTime (and in any event within two (2) Business Days thereafter), Parent and the Parties Surviving Corporation shall cause the Exchange Paying Agent to mail to each Person who was, immediately prior to the Persons who were Effective Time, a holder of record holders of shares of Company Capital Stock that were converted into the right Shares entitled to receive the any Merger Consideration: Consideration pursuant to Section 1.4(a)(iii) (i) a form of letter of transmittal (which shall be in customary a form reasonably acceptable to the Company and containing such provisions as Parent may reasonably and shall specify (including a provision confirming that delivery of Company Stock Certificates shall be effected, and risk of loss and title to Company Stock the Certificates shall pass, only upon proper delivery of such Company Stock the Certificates (or affidavits of loss in lieu thereof as provided in Section 1.5(f)) to the Exchange Paying Agent); ) and (ii) instructions for use in effecting the surrender of Company Stock the Certificates (or affidavits of loss in exchange for shares lieu thereof as provided in Section 1.5(f)) or Book-Entry Shares pursuant to such letter of Parent Common Stock. Holders of Company Preferred Stock shall surrender Company Stock Certificates representing the shares of Company Preferred Stock that were converted in connection with the Preferred Stock Conversiontransmittal. Upon (A) surrender of a Company Stock Certificate to the Exchange Paying Agent for exchangeof Certificates (or affidavits of loss in lieu thereof as provided in Section 1.5(f)), together with a duly executed such letter of transmittal transmittal, duly completed and validly executed in accordance with the instructions thereto, and such other documents as may be reasonably required pursuant to such instructions, or (B) receipt of an “agent’s message” by the Exchange Paying Agent (or Parent (including a properly completed IRS Form W-9 or such other evidence, if any, of transfer as the appropriate version Paying Agent may reasonably request) in the case of IRS Form W-8Book-Entry Shares, as applicable): (A) the holder of such Company Stock Certificate Certificates or Book-Entry Shares, as applicable, shall be entitled to receive in exchange therefor book-entry shares representing the applicable Merger Consideration (in a number of whole shares of Parent Common Stock) that for each Share formerly evidenced by such holder has the right to receive pursuant to the provisions of Section 1.5(a); Certificates or Book-Entry Shares, as applicable, and (B) the Company Stock Certificate so surrendered such Certificates and Book-Entry Shares, as applicable, shall then be canceled. Until surrendered as contemplated by this Section 1.8(b), each Company Stock Certificate No interest shall accrue or be deemed, from and after paid on the Effective Time, to represent only applicable Merger Consideration payable upon the right to receive booksurrender of any Certificates or Book-entry shares Entry Shares for the benefit of Parent Common Stock representing the Merger Considerationholder thereof. If any Company Stock Certificate shall have been lost, stolen or destroyed, Parent may, in its reasonable discretion and as a condition precedent to the delivery payment of any shares of Parent Common Stock, require the owner of such lost, stolen or destroyed Company Stock Certificate to provide an applicable affidavit with respect to such Company Stock Certificate that includes an obligation of such owner to indemnify Parent against any claim suffered by Parent related to the lost, stolen or destroyed Company Stock Certificate as Parent may reasonably request. In the event of a transfer of ownership of a Company Stock Certificate that is not registered in the transfer records of the Company, payment of the Merger Consideration may is to be made to a Person other than the Person in whose name such Company Stock the surrendered Certificates formerly evidencing Shares are registered on the stock transfer books of the Company, it shall be a condition of payment that the Certificate so surrendered is registered if such Company Stock Certificate shall be endorsed properly endorsed or otherwise be in proper form for transfer and that the Person requesting such payment shall pay any have paid all transfer or and other similar Taxes required by reason of the transfer payment of the applicable Merger Consideration to a Person other than the registered holder of the Certificate surrendered, or establish shall have established to the reasonable satisfaction of Parent the Surviving Corporation that such Taxes either have been paid or are not applicable. The Payment of the applicable Merger Consideration and any dividends or other distributions as with respect to Book-Entry Shares shall only be made to the Person in whose name such Book-Entry Shares are payable pursuant to Section 1.8(c) shall be deemed to have been in full satisfaction of all rights pertaining to Company Capital Stock formerly represented by such Company Stock Certificatesregistered. (c) At any time following the date that is twelve (12) months after the Effective Time, the Surviving Corporation shall be entitled to require the Paying Agent to deliver to it any funds which had been made available to the Paying Agent and not disbursed to holders of Certificates or Book-Entry Shares (including all interest and other income received by the Paying Agent in respect of all funds made available to it), and, thereafter, such holders shall be entitled to look only to the Surviving Corporation (subject to abandoned property, escheat and other similar Law) as general creditors thereof with respect to the applicable Merger Consideration that may be payable upon due surrender of the Certificates or Book-Entry Shares held by them. Notwithstanding the foregoing, neither the Surviving Corporation nor the Paying Agent shall be liable to any holder of Certificates or Book-Entry Shares for the applicable Merger Consideration delivered in respect of such share to a public official pursuant to any applicable abandoned property, escheat or other similar Law. If any Certificate or Book-Entry Share has not been surrendered or transferred prior to the date on which the applicable Merger Consideration in respect thereof would otherwise escheat to or become the property of any Governmental Entity, then any such Merger Consideration in respect of such Certificate or Book-Entry Share shall become, to the extent permitted by applicable Law, the property of the Surviving Corporation, free and clear of any claims or interest of any Person previously entitled thereto. (d) No dividends or other distributions declared or made with respect to Parent Common Stock capital stock of the Surviving Corporation with a record date on or after the Effective Time shall be paid to the holder of any unsurrendered Certificates or Book-Entry Shares. (e) At the Effective Time, the stock transfer books of the Company Stock Certificate with respect to Shares shall be closed and thereafter there shall be no further registration of transfers of Shares on the shares records of Parent Common Stock that the Company. From and after the Effective Time, the holders of Shares outstanding immediately prior to the Effective Time shall cease to have any rights with respect to such holder has Shares except as otherwise provided herein or by applicable Law. If, after the right to receive in the Merger until such holder surrenders such Company Stock Effective Time, any Certificate or provides an affidavit of lossBook-Entry Share is presented to the Surviving Corporation, theft Parent or destruction in lieu thereof in accordance the Paying Agent for surrender or transfer, as applicable, it shall be canceled and, subject to compliance with this Section 1.8 together with 1.5, exchanged for the cash amount in immediately available funds to which the holder thereof is entitled pursuant to this Section 1.5. (f) If any Certificate has been lost, stolen or destroyed, then, upon the making of an effective affidavit (in form and substance reasonably acceptable to Parent and the Paying Agent) of that fact by the Person claiming such Certificate to be lost, stolen or destroyed to the Paying Agent (and, if required by Parent or the Paying Agent, the posting by such Person of a duly executed letter of transmittal bond, in such reasonable and customary amount and upon such other documents terms as may be reasonably required by Parent or the Exchange Agent or Parent (at which time (orPaying Agent, if later, on the applicable payment date) such holder shall as indemnity against any claim that may be entitled, subject to the effect of applicable abandoned property, escheat or similar Laws, to receive all such dividends and distributions, without interest). (d) Any portion of the Exchange Fund that remains undistributed to holders of Company Stock Certificates as of the date that is one (1) year after the Closing Date shall be delivered to Parent upon demand, and any holders of Company Stock Certificates who have not theretofore surrendered their Company Stock Certificates in accordance with this Section 1.8 shall thereafter look only to Parent for satisfaction of their claims for Parent Common Stock and any dividends or distributions made against it with respect to shares of such Certificate), Parent Common Stock. shall cause the Paying Agent to issue in exchange for such lost, stolen or destroyed Certificate a check in the amount (e) No Party to this Agreement shall be liable after giving effect to any holder of any Company Stock Certificate or required Tax withholdings as provided in Section 1.8) equal to any other Person with the Merger Consideration payable in respect to any shares of Parent Common Stock (or dividends or distributions with respect thereto) or for any cash amounts delivered to any public official pursuant to any applicable abandoned property Law, escheat Law or similar Law. (f) All shares of Parent Common Stock issued pursuant to this Agreement shall bear a legend (and Parent will make a notation on its transfer books to such effect) prominently stamped or printed thereon or the substance of which will otherwise be reflected on the books and records of the transfer agent for Parent Common Stock with respect to book-entry sharesShares formerly represented by such lost, in each case reading substantially as follows: “THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THESE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT PURPOSES AND NOT WITH A VIEW TO RESALE IN CONNECTION WITH A DISTRIBUTION AND MAY NOT BE SOLD OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT FOR SUCH SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND APPLICABLE STATE SECURITIES LAWS, OR AN EXEMPTION FROM REGISTRATION UNDER SUCH ACTstolen or destroyed Certificate.”

Surrender of Certificates. (a) On or prior Prior to the Closing Date, Parent and the Company shall agree upon and select a reputable bank, transfer agent or trust company to act as exchange agent in the Merger (the “Exchange Agent”). At the Effective Time, Parent shall deposit with designate a bank or trust company located in the Exchange Agent evidence of book-entry shares representing United States which shall be reasonably satisfactory to the Parent Common Stock issuable pursuant Company to act as paying agent (the "PAYING AGENT") to receive funds in trust in order to make the payments contemplated by Section 1.5(a3.2(a). The Parent Common Stock so deposited with the Exchange Agent, together with any dividends or distributions received by the Exchange Agent with respect to such shares, are referred to collectively As soon as the “Exchange Fund.” (b) Promptly practicable after the Effective Time, the Parties Parent shall cause the Exchange Paying Agent to mail and/or make available to the Persons who were record holders each holder of a certificate theretofore representing shares of Company Capital Common Stock that were converted into (and the right to receive associated Rights) (other than those which are held by any wholly-owned Subsidiary of the Merger Consideration: Company, or which are held directly or indirectly by Parent or any direct or indirect Subsidiary of Parent (iincluding Sub)) a notice and letter of transmittal in customary form advising such holder of the effectiveness of the Merger and containing such provisions as Parent may reasonably specify (including a provision confirming that delivery of Company Stock Certificates shall be effected, and risk of loss and title to Company Stock Certificates shall pass, only upon proper delivery of such Company Stock Certificates the procedure for surrendering to the Exchange Agent); Paying Agent such certificate or certificates which immediately prior to the Effective Time represented outstanding shares of Common Stock (and the associated Rights) (iithe "CERTIFICATES") instructions for effecting the surrender of Company Stock Certificates in exchange for shares of Parent Common Stock. Holders of Company Preferred Stock shall surrender Company Stock Certificates representing the shares of Company Preferred Stock that were converted Merger Consideration deliverable in connection with the Preferred Stock Conversionrespect thereof pursuant to this Article III. Upon the surrender of a Company Stock Certificate for cancellation to the Exchange Paying Agent for exchangeof such Certificates, together with a letter of transmittal, duly executed letter of transmittal and such completed in accordance with the instructions thereon, and any other documents as may be items reasonably required by the Exchange Paying Agent or Parent (including a properly completed IRS Form W-9 or and specified by the appropriate version letter of IRS Form W-8transmittal, as applicable): (A) the holder Paying Agent shall promptly pay to the Person entitled thereto the product of such Company Stock Certificate shall be entitled to receive in exchange therefor book-entry shares representing the Merger Consideration (in a and the number of whole shares of Parent Common StockStock (and the associated Rights) that represented by such holder has the right to receive pursuant to the provisions of Section 1.5(a); and (B) the Company Stock Certificate so surrendered shall be canceledCertificates. Until surrendered as contemplated by this Section 1.8(b)so surrendered, each Company Stock Certificate shall be deemed, from and after the Effective Timefor all corporate purposes, to represent evidence only the right to receive book-entry shares of Parent Common Stock representing upon such surrender the Merger ConsiderationConsideration deliverable in respect thereof to which such Person is entitled pursuant to this Article III. No interest shall be paid or accrued in respect of such cash payments. (b) If the Merger Consideration (or any Company Stock portion thereof) is to be delivered to a Person other than the Person in whose name the Certificates surrendered in exchange therefor are registered, it shall be a condition to the payment of the Merger Consideration that the Certificates so surrendered shall be properly endorsed or accompanied by appropriate stock powers and otherwise in proper form for transfer, and that the Person requesting such transfer pay to the Paying Agent any transfer or other taxes payable by reason of the foregoing or establish to the reasonable satisfaction of the Paying Agent that such taxes have been paid or are not required to be paid. (c) In the event any Certificate shall have been lost, stolen or destroyed, Parent mayupon the making of an affidavit of that fact by the Person claiming such Certificate to be lost, stolen or destroyed, the Paying Agent shall issue in its reasonable discretion and exchange for such lost, stolen or destroyed Certificate the Merger Consideration deliverable in respect thereof as determined in accordance with this Article III; PROVIDED that the Person to whom the Merger Consideration is paid shall, as a condition precedent to the delivery of payment thereof, give the Surviving Corporation a bond in such reasonable amount as it may direct or otherwise indemnify the Surviving Corporation in a manner reasonably satisfactory to it against any shares of Parent Common Stock, require claim that may be made against the owner of such Surviving Corporation with respect to the Certificate claimed to have been lost, stolen or destroyed Company Stock Certificate to provide an applicable affidavit with respect to such Company Stock Certificate that includes an obligation of such owner to indemnify Parent against any claim suffered by Parent related to the lost, stolen or destroyed Company Stock Certificate as Parent may reasonably request. In the event of a transfer of ownership of a Company Stock Certificate that is not registered in the transfer records of the Company, payment of the Merger Consideration may be made to a Person other than the Person in whose name such Company Stock Certificate so surrendered is registered if such Company Stock Certificate shall be properly endorsed or otherwise be in proper form for transfer and the Person requesting such payment shall pay any transfer or other Taxes required by reason of the transfer or establish to the reasonable satisfaction of Parent that such Taxes have been paid or are not applicable. The Merger Consideration and any dividends or other distributions as are payable pursuant to Section 1.8(c) shall be deemed to have been in full satisfaction of all rights pertaining to Company Capital Stock formerly represented by such Company Stock Certificatesdestroyed. (c) No dividends or other distributions declared or made with respect to Parent Common Stock with a record date on or after the Effective Time shall be paid to the holder of any unsurrendered Company Stock Certificate with respect to the shares of Parent Common Stock that such holder has the right to receive in the Merger until such holder surrenders such Company Stock Certificate or provides an affidavit of loss, theft or destruction in lieu thereof in accordance with this Section 1.8 together with a duly executed letter of transmittal and such other documents as may be reasonably required by the Exchange Agent or Parent (at which time (or, if later, on the applicable payment date) such holder shall be entitled, subject to the effect of applicable abandoned property, escheat or similar Laws, to receive all such dividends and distributions, without interest). (d) Any portion of the Exchange Fund that remains undistributed to holders of Company Stock Certificates as of the date that is one (1) year after the Closing Date shall be delivered to Parent upon demand, and any holders of Company Stock Certificates who have not theretofore surrendered their Company Stock Certificates in accordance with this Section 1.8 shall thereafter look only to Parent for satisfaction of their claims for Parent Common Stock and any dividends or distributions with respect to shares of Parent Common Stock. (e) No Party to this Agreement shall be liable to any holder of any Company Stock Certificate or to any other Person with respect to any shares of Parent Common Stock (or dividends or distributions with respect thereto) or for any cash amounts delivered to any public official pursuant to any applicable abandoned property Law, escheat Law or similar Law. (f) All shares of Parent Common Stock issued pursuant to this Agreement shall bear a legend (and Parent will make a notation on its transfer books to such effect) prominently stamped or printed thereon or the substance of which will otherwise be reflected on the books and records of the transfer agent for Parent Common Stock with respect to book-entry shares, in each case reading substantially as follows: “THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THESE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT PURPOSES AND NOT WITH A VIEW TO RESALE IN CONNECTION WITH A DISTRIBUTION AND MAY NOT BE SOLD OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT FOR SUCH SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND APPLICABLE STATE SECURITIES LAWS, OR AN EXEMPTION FROM REGISTRATION UNDER SUCH ACT.”

Surrender of Certificates. Subject to Section 2.6 with respect to dissenting holders of CMI Common Stock, at the Closing, the following actions shall be taken: (ai) On Each holder of a certificate representing CMI Common Stock (a "CMI CERTIFICATE") or any document evidencing a CMI Option (a "CMI OPTION DOCUMENT") shall surrender it to Holdings, together with a duly endorsed transfer power and a letter of transmittal (a "LETTER OF TRANSMITTAL") in the form attached as Exhibit B (such Letter of Transmittal to be provided to the holder by CMI Acquisitions at least three business days prior to the Closing). Letters of Transmittal, together with any documents, transfer powers, or certificates accompanying such Letter of Transmittal, received by Holdings or CMI Acquisitions prior to the Closing Dateshall be held in escrow until the Closing, Parent and at which time such documents shall, for purposes of this Agreement, be deemed surrendered to Holdings as if they were surrendered at the Company Closing. (ii) Holdings shall agree upon and select a reputable bank, transfer agent or trust company deliver to act as exchange agent in the Merger (the “Exchange Agent”). At the Effective Time, Parent shall deposit with the Exchange Agent evidence each holder of book-entry shares representing the Parent CMI Common Stock issuable that is eligible for conversion pursuant to Section 1.5(a). The Parent 2.1 who surrenders his CMI Certificates, and to each holder of any CMI Options who has agreed to receive Option Merger Consideration pursuant to Section 2.2 who surrenders his CMI Option Documents (A) payment, by wire transfer in immediately available funds to an account specified by such holder not less than two business days before the Closing Date, of an amount equal to the sum of (I) $43.00 multiplied by the number of shares of CMI Common Stock so deposited with represented by such CMI Certificates, plus (II) if applicable, the Exchange Agent, together with any dividends or distributions received by the Exchange Agent cash amount payable to that holder pursuant to Section 2.2 with respect to such shares, are referred to collectively as the “Exchange Fundany CMI Options surrendered in accordance with this Section 2.5.” (bB) Promptly a certificate representing that number of shares of Holdings Common Stock equal to (I) 2/45 multiplied by (II) the number of shares of CMI Common Stock represented by such CMI Certificates, (C) if applicable, a certificate representing that number of shares of Holdings Common Stock to be issued to such holder pursuant to Section 2.2 with respect to any CMI Options surrendered in accordance with this Section 2.5, and (D) if applicable, as to any fractional share of Holdings Common Stock, a check payable to the holder representing the cash consideration to which such holder shall have become entitled pursuant to Section 2.3. (iii) The CMI Certificates and CMI Option Documents so surrendered shall be deemed canceled. To those shareholders of record or CMI Option holders entitled to receive consideration hereunder who do not surrender, or on whose behalf there is not surrendered, their CMI Common Stock or CMI Options at the Closing, the Surviving Corporation shall cause to be mailed promptly after the Effective Time, the Parties Letter of Transmittal and the instructions thereto. After the Effective Time, the holders of CMI Common Stock or CMI Options shall cause be entitled to look to Holdings for payment of the Merger Consideration and Holdings shall promptly pay to such holder the Merger Consideration upon the surrender by such holder of his or her CMI Certificates to Holdings in accordance with this Section 2.5. From the Effective Time until surrender in accordance with the provisions of this Section 2.5, each share of CMI Common Stock and any CMI Certificate evidencing such shares (other than shares of CMI Common Stock that are held in CMI's treasury or are owned by Holdings or its subsidiaries or have been exchanged pursuant to the Exchange Agent Agreement) and each CMI Option with respect to mail which the holder agrees to receive the Persons who were record holders of shares of Company Capital Stock that were converted into Option Merger Consideration pursuant to Section 2.2 shall represent for all purposes only the right to receive the Common Merger Consideration: (i) a letter of transmittal in customary form and containing such provisions as Parent may reasonably specify (including a provision confirming that delivery of Company Stock Certificates shall be effected, and risk of loss and title Consideration or the Option Merger Consideration from Holdings promptly upon surrender to Company Stock Certificates shall pass, only upon proper delivery Holdings of such Company Stock Certificates to the Exchange Agent); and (ii) instructions for effecting the surrender documents. All payments in respect of Company Stock Certificates in exchange for shares of Parent CMI Common Stock. Holders of Company Preferred Stock shall surrender Company Stock Certificates representing the shares of Company Preferred Stock or CMI Options that were converted are made in connection accordance with the Preferred Stock Conversion. Upon surrender terms of a Company Stock Certificate to the Exchange Agent for exchange, together with a duly executed letter of transmittal and such other documents as may be reasonably required by the Exchange Agent or Parent (including a properly completed IRS Form W-9 or the appropriate version of IRS Form W-8, as applicable): (A) the holder of such Company Stock Certificate shall be entitled to receive in exchange therefor book-entry shares representing the Merger Consideration (in a number of whole shares of Parent Common Stock) that such holder has the right to receive pursuant to the provisions of Section 1.5(a); and (B) the Company Stock Certificate so surrendered shall be canceled. Until surrendered as contemplated by this Section 1.8(b), each Company Stock Certificate shall be deemed, from and after the Effective Time, to represent only the right to receive book-entry shares of Parent Common Stock representing the Merger Consideration. If any Company Stock Certificate shall have been lost, stolen or destroyed, Parent may, in its reasonable discretion and as a condition precedent to the delivery of any shares of Parent Common Stock, require the owner of such lost, stolen or destroyed Company Stock Certificate to provide an applicable affidavit with respect to such Company Stock Certificate that includes an obligation of such owner to indemnify Parent against any claim suffered by Parent related to the lost, stolen or destroyed Company Stock Certificate as Parent may reasonably request. In the event of a transfer of ownership of a Company Stock Certificate that is not registered in the transfer records of the Company, payment of the Merger Consideration may be made to a Person other than the Person in whose name such Company Stock Certificate so surrendered is registered if such Company Stock Certificate shall be properly endorsed or otherwise be in proper form for transfer and the Person requesting such payment shall pay any transfer or other Taxes required by reason of the transfer or establish to the reasonable satisfaction of Parent that such Taxes have been paid or are not applicable. The Merger Consideration and any dividends or other distributions as are payable pursuant to Section 1.8(c) Agreement shall be deemed to have been made in full satisfaction of all rights pertaining to Company Capital Stock formerly represented by such Company Stock Certificatessecurities. (c) No dividends or other distributions declared or made with respect to Parent Common Stock with a record date on or after the Effective Time shall be paid to the holder of any unsurrendered Company Stock Certificate with respect to the shares of Parent Common Stock that such holder has the right to receive in the Merger until such holder surrenders such Company Stock Certificate or provides an affidavit of loss, theft or destruction in lieu thereof in accordance with this Section 1.8 together with a duly executed letter of transmittal and such other documents as may be reasonably required by the Exchange Agent or Parent (at which time (or, if later, on the applicable payment date) such holder shall be entitled, subject to the effect of applicable abandoned property, escheat or similar Laws, to receive all such dividends and distributions, without interest). (d) Any portion of the Exchange Fund that remains undistributed to holders of Company Stock Certificates as of the date that is one (1) year after the Closing Date shall be delivered to Parent upon demand, and any holders of Company Stock Certificates who have not theretofore surrendered their Company Stock Certificates in accordance with this Section 1.8 shall thereafter look only to Parent for satisfaction of their claims for Parent Common Stock and any dividends or distributions with respect to shares of Parent Common Stock. (e) No Party to this Agreement shall be liable to any holder of any Company Stock Certificate or to any other Person with respect to any shares of Parent Common Stock (or dividends or distributions with respect thereto) or for any cash amounts delivered to any public official pursuant to any applicable abandoned property Law, escheat Law or similar Law. (f) All shares of Parent Common Stock issued pursuant to this Agreement shall bear a legend (and Parent will make a notation on its transfer books to such effect) prominently stamped or printed thereon or the substance of which will otherwise be reflected on the books and records of the transfer agent for Parent Common Stock with respect to book-entry shares, in each case reading substantially as follows: “THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THESE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT PURPOSES AND NOT WITH A VIEW TO RESALE IN CONNECTION WITH A DISTRIBUTION AND MAY NOT BE SOLD OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT FOR SUCH SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND APPLICABLE STATE SECURITIES LAWS, OR AN EXEMPTION FROM REGISTRATION UNDER SUCH ACT.”

Surrender of Certificates. (a) On Concurrently with or prior to the Closing Date, Parent and the Company shall agree upon and select a reputable bank, transfer agent or trust company to act as exchange agent in the Merger (the “Exchange Agent”). At the Effective Time, Parent shall deposit with designate a bank or trust company located in the Exchange Agent evidence United States and reasonably acceptable to the Company to act as paying agent (the "Paying Agent") for purposes of book-entry shares representing making the Parent Common Stock issuable pursuant to Section 1.5(a)cash payments contemplated hereby. The Parent Common Stock so deposited with the Exchange Agent, together with any dividends or distributions received by the Exchange Agent with respect to such shares, are referred to collectively As soon as the “Exchange Fund.” (b) Promptly practicable after the Effective Time, the Parties Sub shall (and if necessary Parent shall cause Sub to) cause the Exchange Paying Agent to mail and/or make available to each holder of a certificate theretofore evidencing shares of Common Stock (other than those which are held by any subsidiary of the Company or in the treasury of the Company or which are held directly or indirectly by Parent or any direct or indirect subsidiary of Parent (including Sub)) a Letter of Transmittal advising such holder of the effectiveness of the Merger and the procedure for surrendering to the Persons who were record holders of shares of Company Capital Stock that were converted into the right to receive the Merger Consideration: (i) a letter of transmittal in customary form and containing Paying Agent such provisions as Parent may reasonably specify (including a provision confirming that delivery of Company Stock Certificates shall be effected, and risk of loss and title to Company Stock Certificates shall pass, only upon proper delivery of such Company Stock Certificates certificate or certificates which immediately prior to the Exchange Agent); and Effective Time represented outstanding Common Stock (iithe "Certificates") instructions for effecting the surrender of Company Stock Certificates in exchange for shares of Parent Common Stock. Holders of Company Preferred Stock shall surrender Company Stock Certificates representing the shares of Company Preferred Stock that were converted Merger Consideration deliverable in connection with the Preferred Stock Conversionrespect thereof pursuant to this Article II. Upon the surrender of a Company Stock Certificate for cancellation to the Exchange Paying Agent for exchangeof such Certificates, together with a Letter of Transmittal, duly executed letter of transmittal and such completed in accordance with the instructions thereon, and any other documents as may be reasonably required items specified by the Exchange Letter of Transmittal, the Paying Agent or Parent shall promptly pay to the Person (including a properly completed IRS Form W-9 or the appropriate version of IRS Form W-8, as applicable): (Adefined in Section 7.14 hereof) the holder of such Company Stock Certificate shall be entitled to receive in exchange therefor book-entry shares representing thereto the Merger Consideration (deliverable in a number of whole shares of Parent Common Stock) that such holder has the right to receive pursuant to the provisions of Section 1.5(a); and (B) the Company Stock Certificate so surrendered shall be canceledrespect thereof. Until surrendered as contemplated by this Section 1.8(b)so surrendered, each Company Stock Certificate shall be deemed, from and after the Effective Timefor all corporate purposes, to represent evidence only the right to receive book-entry shares of Parent Common Stock representing upon such surrender the Merger ConsiderationConsideration deliverable in respect thereof to which such Person is entitled pursuant to this Article II. No interest shall be paid or accrued in respect of such cash payments. (b) If the Merger Consideration (or any Company Stock portion thereof) is to be delivered to a Person other than the Person in whose name the Certificates surrendered in exchange therefor are registered, it shall be a condition to the payment of the Merger Consideration that the Certificates so surrendered shall be properly endorsed or accompanied by appropriate stock powers and otherwise in proper form for transfer, that such transfer otherwise be proper and that the Person requesting such transfer pay to the Paying Agent any transfer or other taxes payable by reason of the foregoing or establish to the satisfaction of the Paying Agent that such taxes have been paid or are not required to be paid. (c) In the event any Certificate shall have been lost, stolen or destroyed, Parent mayupon the making of an affidavit of that fact by the Person claiming such Certificate to be lost, stolen or destroyed, the Paying Agent will issue in its reasonable discretion and exchange for such lost, stolen or destroyed Certificate the Merger Consideration deliverable in respect thereof as determined in accordance with this Article II; provided that, the Person to whom the Merger Consideration is paid shall, as a condition precedent to the delivery of payment thereof, give the Surviving Corporation a bond in such sum as it may direct or otherwise indemnify the Surviving Corporation in a manner satisfactory to it against any shares of Parent Common Stock, require claim that may be made against the owner of such Surviving Corporation with respect to the Certificate claimed to have been lost, stolen or destroyed Company Stock Certificate to provide an applicable affidavit with respect to such Company Stock Certificate that includes an obligation of such owner to indemnify Parent against any claim suffered by Parent related to the lost, stolen or destroyed Company Stock Certificate as Parent may reasonably request. In the event of a transfer of ownership of a Company Stock Certificate that is not registered in the transfer records of the Company, payment of the Merger Consideration may be made to a Person other than the Person in whose name such Company Stock Certificate so surrendered is registered if such Company Stock Certificate shall be properly endorsed or otherwise be in proper form for transfer and the Person requesting such payment shall pay any transfer or other Taxes required by reason of the transfer or establish to the reasonable satisfaction of Parent that such Taxes have been paid or are not applicable. The Merger Consideration and any dividends or other distributions as are payable pursuant to Section 1.8(c) shall be deemed to have been in full satisfaction of all rights pertaining to Company Capital Stock formerly represented by such Company Stock Certificatesdestroyed. (c) No dividends or other distributions declared or made with respect to Parent Common Stock with a record date on or after the Effective Time shall be paid to the holder of any unsurrendered Company Stock Certificate with respect to the shares of Parent Common Stock that such holder has the right to receive in the Merger until such holder surrenders such Company Stock Certificate or provides an affidavit of loss, theft or destruction in lieu thereof in accordance with this Section 1.8 together with a duly executed letter of transmittal and such other documents as may be reasonably required by the Exchange Agent or Parent (at which time (or, if later, on the applicable payment date) such holder shall be entitled, subject to the effect of applicable abandoned property, escheat or similar Laws, to receive all such dividends and distributions, without interest). (d) Any portion of the Exchange Fund that remains undistributed to holders of Company Stock Certificates as of the date that is one (1) year after the Closing Date shall be delivered to Parent upon demand, and any holders of Company Stock Certificates who have not theretofore surrendered their Company Stock Certificates in accordance with this Section 1.8 shall thereafter look only to Parent for satisfaction of their claims for Parent Common Stock and any dividends or distributions with respect to shares of Parent Common Stock. (e) No Party to this Agreement shall be liable to any holder of any Company Stock Certificate or to any other Person with respect to any shares of Parent Common Stock (or dividends or distributions with respect thereto) or for any cash amounts delivered to any public official pursuant to any applicable abandoned property Law, escheat Law or similar Law. (f) All shares of Parent Common Stock issued pursuant to this Agreement shall bear a legend (and Parent will make a notation on its transfer books to such effect) prominently stamped or printed thereon or the substance of which will otherwise be reflected on the books and records of the transfer agent for Parent Common Stock with respect to book-entry shares, in each case reading substantially as follows: “THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THESE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT PURPOSES AND NOT WITH A VIEW TO RESALE IN CONNECTION WITH A DISTRIBUTION AND MAY NOT BE SOLD OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT FOR SUCH SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND APPLICABLE STATE SECURITIES LAWS, OR AN EXEMPTION FROM REGISTRATION UNDER SUCH ACT.”

Surrender of Certificates. (a) On Concurrently with or prior to the Closing DateEffective Time, Parent and the parties hereto shall designate American Stock Transfer & Trust Company shall agree upon and select a reputable bank, transfer agent or trust company to act as exchange agent in the Merger (the “"Exchange Agent”)") for purposes of exchanging certificates representing shares of Applied Optronics Outstanding Stock as provided in Section 3.1. At the Effective Time, Parent shall deposit with the Exchange Agent evidence of book-entry shares representing the Parent Common Stock issuable pursuant to Section 1.5(a). The Parent Common Stock so deposited with the Exchange Agent, together with any dividends or distributions received by the Exchange Agent with respect to such shares, are referred to collectively As soon as the “Exchange Fund.” (b) Promptly practicable after the Effective Time, the Parties ESC shall cause the Exchange Agent to mail or make available to each holder of record of a certificate or certificates which immediately prior to the Persons who were record holders Effective Time represented outstanding shares of Applied Optronics Outstanding Stock a notice and letter of transmittal advising such holder of the effectiveness of the Merger and the procedure for surrendering to the Exchange Agent such certificate or certificates in exchange for the Merger Consideration deliverable in respect thereof pursuant to this Article III. At the Effective Time, the Surviving Corporation shall issue to ESC the shares of common stock of the Surviving Corporation referred to in Section 3.1(a). ESC shall, prior to the Effective Time, conditionally allot Ordinary Shares and Warrants referred to in Sections 3.1(c) and 3.2 subject to the terms and conditions of this Agreement and deliver to the Exchange Agent certificates representing the Ordinary Shares and Warrants. (b) Each holder of shares of Company Capital Applied Optronics Outstanding Stock that were have been converted into a right to receive the Merger Consideration, upon surrender to the Exchange Agent of a certificate or certificates representing such Applied Optronics Outstanding Stock, together with a properly completed letter of transmittal covering such shares of Applied Optronics Outstanding Stock, will be entitled to receive Ordinary Shares and Warrants in respect of each share of Applied Optronics Outstanding Stock surrendered. Until so surrendered, each share of Applied Optronics Outstanding Stock shall, after the Effective Time, represent for all purposes, only the right to receive the Merger Consideration: . (ic) a letter of transmittal in customary form and containing such provisions as Parent may reasonably specify (including a provision confirming that delivery of Company Stock Certificates shall be effected, and risk of loss and title to Company Stock Certificates shall pass, only upon proper delivery of such Company Stock Certificates to the Exchange Agent); and (ii) instructions for effecting the surrender of Company Stock Certificates in exchange for shares of Parent Common Stock. Holders of Company Preferred Stock shall surrender Company Stock Certificates representing the shares of Company Preferred Stock that were converted in connection with the Preferred Stock Conversion. Upon surrender of a Company Stock Certificate to the Exchange Agent for exchange, together with a duly executed letter of transmittal and such other documents as may be reasonably required by the Exchange Agent or Parent (including a properly completed IRS Form W-9 or the appropriate version of IRS Form W-8, as applicable): (A) the holder of such Company Stock Certificate shall be entitled to receive in exchange therefor book-entry shares representing the Merger Consideration (in a number of whole shares of Parent Common Stock) that such holder has the right to receive pursuant to the provisions of Section 1.5(a); and (B) the Company Stock Certificate so surrendered shall be canceled. Until surrendered as contemplated by this Section 1.8(b), each Company Stock Certificate shall be deemed, from and after the Effective Time, to represent only the right to receive book-entry shares of Parent Common Stock representing the Merger Consideration. If any Company Stock Certificate shall have been lost, stolen or destroyed, Parent may, in its reasonable discretion Ordinary Shares and as a condition precedent Warrants are to the delivery of any shares of Parent Common Stock, require the owner of such lost, stolen or destroyed Company Stock Certificate to provide an applicable affidavit with respect to such Company Stock Certificate that includes an obligation of such owner to indemnify Parent against any claim suffered by Parent related to the lost, stolen or destroyed Company Stock Certificate as Parent may reasonably request. In the event of a transfer of ownership of a Company Stock Certificate that is not registered in the transfer records of the Company, payment of the Merger Consideration may be made issued to a Person person other than the Person in whose name registered holder of the Applied Optronics Outstanding Stock represented by the certificate or certificates surrendered with respect thereto, it shall be a condition to such Company Stock Certificate issuance that the certificate or certificates so surrendered is registered if such Company Stock Certificate shall be properly endorsed or otherwise be in proper form for transfer and that the Person person requesting such payment issuance shall pay to the Exchange Agent any transfer or other Taxes taxes required by reason as a result of such issuance to a person other than the transfer registered holder of such Applied Optronics Outstanding Stock or establish to the reasonable satisfaction of Parent the Exchange Agent that such Taxes have tax has been paid or are is not applicablepayable. (d) As of the Effective Time, there shall be no further registration of transfers of shares of Applied Optronics Outstanding Stock that were outstanding prior to the Merger. The Merger Consideration After the Effective Time, certificates representing shares of Applied Optronics Outstanding Stock presented to the Surviving Corporation for transfer shall be canceled and exchanged for the consideration provided for, and in accordance with the procedures set forth in this Article III. (e) At the close of business on the Effective Time, the stock ledger of Applied Optronics with respect to the issuance of Applied Optronics Outstanding Stock shall be closed. Six months after the Effective Time, any dividends Ordinary Shares or other distributions as are payable Warrants made available to the Exchange Agent pursuant to Section 1.8(c) 3.2 that remain unclaimed by the holders of shares of Applied Optronics Outstanding Stock shall be deemed returned to have been ESC, or delivered to such person or entity as ESC shall designate, upon demand. Any such holder who has not delivered his shares of Applied Optronics Outstanding Stock to the Exchange Agent in full satisfaction accordance with this Section 3.3 prior to that time shall thereafter look only to ESC and the Surviving Corporation for issuance of all rights pertaining Ordinary Shares and Warrants in respect of shares of Applied Optronics Outstanding Stock. Notwithstanding the foregoing, neither ESC nor the Surviving Corporation shall be liable to Company Capital any holder of shares of Applied Optronics Outstanding Stock formerly represented for any securities delivered or any amount paid to a public official pursuant to applicable abandoned property laws. Any Ordinary Shares or Warrants remaining unclaimed by such Company holders of shares of Applied Optronics Outstanding Stock Certificates. (c) No dividends or other distributions declared or made with respect to Parent Common Stock with a record date on or three years after the Effective Time (or such earlier date immediately prior to such time as such securities would otherwise escheat to or become property of any governmental entity or as is otherwise provided by applicable law) shall, to the extent permitted by applicable law, be free and clear of any claims or interest of any person previously entitled thereto. (f) No dividends, interest or other distributions with respect to securities of ESC or the Surviving Corporation issuable with respect to Applied Optronics Outstanding Stock shall be paid to the holder of any unsurrendered Company certificates representing Applied Optronics Outstanding Stock Certificate with respect to the shares of Parent Common Stock that such holder has the right to receive in the Merger until such holder surrenders certificates are surrendered as provided in this Section. Upon such Company Stock Certificate or provides an affidavit of losssurrender, theft or destruction in lieu thereof in accordance with this Section 1.8 together with a duly executed letter of transmittal and such other documents as may be reasonably required by the Exchange Agent or Parent (at which time (or, if later, on the applicable payment date) such holder there shall be entitled, subject to the effect of applicable abandoned property, escheat or similar Laws, to receive all such dividends and distributionspaid, without interest). (d) Any portion , to the person in whose name the Ordinary Shares representing such securities are registered, all dividends and other distributions payable in respect of the Exchange Fund that remains undistributed to holders of Company Stock Certificates as of the such securities on a date that is one (1) year after the Closing Date shall be delivered to Parent upon demandsubsequent to, and any holders in respect of Company Stock Certificates who have not theretofore surrendered their Company Stock Certificates in accordance with this Section 1.8 shall thereafter look only to Parent for satisfaction of their claims for Parent Common Stock and any dividends or distributions with respect to shares of Parent Common Stocka record date after, the Effective Time. (e) No Party to this Agreement shall be liable to any holder of any Company Stock Certificate or to any other Person with respect to any shares of Parent Common Stock (or dividends or distributions with respect thereto) or for any cash amounts delivered to any public official pursuant to any applicable abandoned property Law, escheat Law or similar Law. (f) All shares of Parent Common Stock issued pursuant to this Agreement shall bear a legend (and Parent will make a notation on its transfer books to such effect) prominently stamped or printed thereon or the substance of which will otherwise be reflected on the books and records of the transfer agent for Parent Common Stock with respect to book-entry shares, in each case reading substantially as follows: “THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THESE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT PURPOSES AND NOT WITH A VIEW TO RESALE IN CONNECTION WITH A DISTRIBUTION AND MAY NOT BE SOLD OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT FOR SUCH SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND APPLICABLE STATE SECURITIES LAWS, OR AN EXEMPTION FROM REGISTRATION UNDER SUCH ACT.”

Surrender of Certificates. (a) On or prior to the Closing Date, Parent and the Company shall agree upon and select a reputable bank, transfer agent or trust company to act As soon as exchange agent in the Merger (the “Exchange Agent”). At the Effective Time, Parent shall deposit with the Exchange Agent evidence of book-entry shares representing the Parent Common Stock issuable pursuant to Section 1.5(a). The Parent Common Stock so deposited with the Exchange Agent, together with any dividends or distributions received by the Exchange Agent with respect to such shares, are referred to collectively as the “Exchange Fund.” (b) Promptly practicable after the Effective TimeTime (but no later than the third business day following the Closing), the Parties Acquiror shall send or cause the Exchange Agent to mail to the Persons who were record holders of shares of Company Capital Stock that were converted into the right to receive the Merger Consideration: (i) be sent a notice and letter of transmittal in customary form to each holder of a certificate or certificates, representing Target Stock (the "Certificates") (other than those representing Dissenting Shares), advising such holder of the effectiveness of the Merger and containing such provisions as Parent may reasonably specify (including a provision confirming that delivery of Company Stock Certificates shall be effected, and risk of loss and title to Company Stock Certificates shall pass, only upon proper delivery the procedure for surrendering of such Company Certificate for exchange into the Merger Consideration payable in respect of the Target Stock Certificates to the Exchange Agent); and (ii) instructions for effecting the represented thereby. Each Shareholder, upon surrender of Company Stock Certificates in exchange for shares each of Parent Common Stock. Holders of Company Preferred Stock shall surrender Company Stock Certificates representing the shares of Company Preferred Stock that were converted in connection with the Preferred Stock Conversion. Upon surrender of a Company Stock Certificate to the Exchange Agent for exchangehis or her Certificates, together with a duly executed copy of a letter of transmittal and such other documents as may be reasonably required together with any reasonable supporting documentation requested by the Exchange Agent or Parent Acquiror (including a properly completed IRS Form W-9 or the appropriate version of IRS Form W-8tax identification number), as applicable): (A) the holder of such Company Stock Certificate shall be entitled to receive in exchange therefor book-entry shares representing the Merger Consideration (with respect to the Target Stock represented by such Certificate or Certificates in a number of whole shares of Parent Common Stock) that such holder has the right to receive pursuant to accordance with the provisions of Section 1.5(a); and (B) this Article II net of any applicable withholding less the Company Stock Certificate so surrendered pro rata amount of the Escrow Amount. The portion of the Escrow Amount contributed on behalf of each Shareholder shall be canceledin proportion to the aggregate number of shares of Acquiror Common Stock each such Shareholder would otherwise be entitled to receive in the Merger as compared to the total number of shares of Acquiror Common Stock to be issued to Shareholders pursuant to Section 2.4 above by virtue of ownership of outstanding shares of Target Stock immediately prior to the Effective Time. Until surrendered as contemplated by this Section 1.8(b)so surrendered, each Company Stock Certificate shall be deemed, from and after the Effective Time, deemed for all corporate purposes to represent evidence only the right to receive book-entry upon such surrender that number of shares of Parent Acquiror Common Stock representing the Merger Consideration. If any Company Stock Certificate shall have been lost, stolen or destroyed, Parent may, in its reasonable discretion and as a condition precedent equal to the delivery number of any shares of Parent Target Common Stock represented by such Certificate (assuming conversion of Target Preferred Stock, require ) multiplied by the owner of such lost, stolen or destroyed Company Stock Certificate to provide an applicable affidavit with respect to such Company Stock Certificate that includes an obligation of such owner to indemnify Parent against any claim suffered by Parent related to the lost, stolen or destroyed Company Stock Certificate as Parent may reasonably request. In the event of a transfer of ownership of a Company Stock Certificate that is not registered in the transfer records of the Company, payment of Exchange Ratio. (a) If the Merger Consideration may (or any portion thereof) is to be made paid to a Person other than the Person in whose name such Company Stock the Certificate surrendered in exchange therefor is registered, it shall be a condition to the payment of the Merger Consideration that the Certificate so surrendered is registered if such Company Stock Certificate shall be properly endorsed or accompanied by appropriate stock powers and otherwise be in proper form for transfer, that such transfer otherwise be proper and that the Person requesting such payment shall transfer pay to Acquiror (or its agent appointed as the disbursing agent (the "Disbursing Agent")) any transfer or other Taxes required taxes payable by reason of the transfer foregoing or establish to the reasonable satisfaction of Parent Acquiror that such Taxes taxes have been paid or are not applicable. The Merger Consideration and any dividends or other distributions as are payable pursuant required to Section 1.8(c) shall be deemed to have been in full satisfaction of all rights pertaining to Company Capital Stock formerly represented by such Company Stock Certificatespaid. (cb) No interest or dividends or other distributions declared or made with respect to Parent Common Stock with a record date on or after the Effective Time shall be paid to the holder of or accrue on any unsurrendered Company Stock Certificate with respect to the shares of Parent Common Stock that such holder has the right to receive in the Merger until such holder surrenders such Company Stock Certificate or provides an affidavit of loss, theft or destruction in lieu thereof in accordance with this Section 1.8 together with a duly executed letter of transmittal and such other documents as may be reasonably required by the Exchange Agent or Parent (at which time (or, if later, on the applicable payment date) such holder shall be entitled, subject to the effect of applicable abandoned property, escheat or similar Laws, to receive all such dividends and distributions, without interest). (d) Any portion of the Exchange Fund that remains undistributed to holders of Company Stock Certificates as of the date that is one (1) year after the Closing Date shall be delivered to Parent upon demand, and Merger Consideration or any holders of Company Stock Certificates who have not theretofore surrendered their Company Stock Certificates in accordance with this Section 1.8 shall thereafter look only to Parent for satisfaction of their claims for Parent Acquiror Common Stock and any dividends or distributions with respect to shares of Parent Common Stock. (e) No Party to this Agreement shall be liable to any holder of any Company Stock Certificate or to any other Person with respect to any shares of Parent Common Stock (or dividends or distributions with respect thereto) or for any cash amounts delivered to any public official pursuant to any applicable abandoned property Law, escheat Law or similar Law. (f) All shares of Parent Common Stock issued pursuant to the terms of this Agreement shall bear a legend (and Parent will make a notation on its transfer books to such effect) prominently stamped or printed thereon or the substance of which will otherwise be reflected on the books and records of the transfer agent for Parent Common Stock with respect to book-entry shares, in each case reading substantially as follows: “THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THESE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT PURPOSES AND NOT WITH A VIEW TO RESALE IN CONNECTION WITH A DISTRIBUTION AND MAY NOT BE SOLD OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT FOR SUCH SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND APPLICABLE STATE SECURITIES LAWS, OR AN EXEMPTION FROM REGISTRATION UNDER SUCH ACTAgreement.”

Surrender of Certificates. (a) On or prior Prior to the Closing DateEffective Time, the Parent and the shall select ComputerShare Trust Company shall agree upon and select a reputable bank, transfer agent or another bank or trust company reasonably acceptable to the Company to act as the exchange agent in the Merger (the “Exchange Agent”). ) to receive the shares of Parent Common Stock issuable under Section 1.3. (b) At or as promptly as practicable following the Effective Time, the Parent shall deposit with the Exchange Agent evidence Agent, for exchange in accordance with this Article 1, the shares of book-entry shares representing the Parent Common Stock Stock, issuable pursuant to Section 1.5(a)1.3 in exchange for outstanding Company Shares. The In addition, the Parent Common Stock so deposited with shall make available from time to time, if and as necessary after the Exchange AgentEffective Time, together with cash in an amount sufficient for payment in lieu of fractional shares pursuant to Section 1.3(f) and for payment of any dividends or distributions received to which holders of Company Shares may be entitled pursuant to Section 1.4(d). Such funds shall be held in trust by the Exchange Agent with respect to such shares, are referred to collectively as for the “Exchange Fundbenefit of the applicable holders of Company Shares.” (bc) Promptly As soon as reasonably practicable after the Effective Time, the Parties Parent shall cause the Exchange Agent to mail to each holder of record (as of the Persons who were record holders Effective Time) of one or more certificates (the “Certificates”) which immediately prior to the Effective Time represented outstanding Company Shares, whose shares of Company Capital Stock that were converted into the right to receive the Merger Consideration: Per Share Consideration pursuant to Section 1.3 (or Company Shares held in book-entry form): (i) a letter of transmittal in customary form and containing such provisions as Parent may reasonably (which shall specify (including a provision confirming that delivery of Company Stock Certificates shall be effected, and risk of loss and title to Company Stock the Certificates shall pass, only upon proper delivery of such Company Stock the Certificates to the Exchange AgentAgent and shall contain customary provisions with respect to delivery of an “agent’s message” with respect to Company Shares in book-entry form); and , (ii) a declaration form in which the holder of record states whether the holder is a resident of Israel as defined in the Income Tax Ordinance of Israel [New Version], 1961 (the “Ordinance”), and (iii) instructions in customary form for use in effecting the surrender of the Certificates or Company Stock Certificates Shares in book-entry form in exchange for shares of Parent Common Stock. Holders of Company Preferred Stock shall surrender Company Stock Certificates representing the shares of Company Preferred Stock that were converted in connection with the Preferred Stock ConversionPer Share Consideration. Upon surrender of a Company Stock Certificate Certificates for cancellation or delivery of an “agent’s message” to the Exchange Agent for exchangeor to such other agent or agents as may be appointed by the Parent, together with a duly executed such letter of transmittal and such other documents as may be reasonably required by declaration form, duly completed and validly executed in accordance with the Exchange Agent or Parent (including a properly completed IRS Form W-9 or instructions thereto, the appropriate version of IRS Form W-8, as applicable): (A) the holder holders of such Certificates or Company Stock Certificate Shares in book-entry form shall be entitled to receive in exchange therefor the Per Share Consideration into which their the Company Shares were converted at the Effective Time (rounded to the nearest whole share after aggregating all Company Shares held by such holder), and the Certificates or book-entry shares representing the Merger Consideration (in a number of whole shares of Parent Common Stock) that such holder has the right to receive pursuant to the provisions of Section 1.5(a); and (B) the Company Stock Certificate Shares so surrendered shall forthwith be canceled. No interest shall accrue or be paid on the amounts payable pursuant to Section 1.3 upon the surrender of any Certificate for the benefit of the holder of such Certificate or upon or delivery of an “agent’s message” for the benefit of the holder of book-entry shares. Until surrendered as contemplated by this Section 1.8(b)so surrendered, each Company Stock Certificate shall outstanding Certificates will be deemed, deemed from and after the Effective Time, Time for all corporate purposes to represent evidence only the right to receive book-entry shares of Parent Common Stock representing the Merger Consideration. If any Per Share Consideration into which such Company Stock Certificate shall Shares have been lostconverted and, stolen or destroyedif applicable, Parent may, an amount of cash in its reasonable discretion and as a condition precedent to lieu of the delivery issuance of any fractional shares of Parent Common Stock, require the owner of such lost, stolen or destroyed Company Stock Certificate to provide an applicable affidavit in accordance with respect to such Company Stock Certificate that includes an obligation of such owner to indemnify Parent against any claim suffered by Parent related to the lost, stolen or destroyed Company Stock Certificate as Parent may reasonably request. In the event of a transfer of ownership of a Company Stock Certificate that is not registered in the transfer records of the Company, payment of the Merger Consideration may be made to a Person other than the Person in whose name such Company Stock Certificate so surrendered is registered if such Company Stock Certificate shall be properly endorsed or otherwise be in proper form for transfer and the Person requesting such payment shall pay any transfer or other Taxes required by reason of the transfer or establish to the reasonable satisfaction of Parent that such Taxes have been paid or are not applicable. The Merger Consideration Section 1.3(f) and any dividends or other distributions as are payable pursuant to Section 1.8(c) shall 1.4(d). Until an “agent’s message” is delivered, book-entry positions will be deemed from and after the Effective Time for all corporate purposes to evidence only the right to receive the Per Share Consideration into which such Company Shares have been converted and, if applicable, an amount of cash in full satisfaction lieu of all rights pertaining the issuance of any fractional shares in accordance with Section 1.3(f) and any dividends or distributions payable pursuant to Company Capital Stock formerly represented by such Company Stock CertificatesSection 1.4(d). (cd) No dividends or other distributions declared or made with respect to after the date of this Agreement (whether in cash, shares of Parent Common Stock with a record date on or after the Effective Time shall be paid to the holder of any unsurrendered Company Stock Certificate other form) with respect to the shares of Parent Common Stock with a record date after the Effective Time will be paid to the holders of any unsurrendered Certificates with respect to any shares of Parent Common Stock represented thereby until the holders of record of such Certificates shall surrender such Certificates, provided that in the event that such holder has holders comply with the right provisions of Section 1.6, such holders shall be entitled to receive in the Merger until any such holder surrenders dividends or distributions regardless of their having failed to deliver such Company Stock Certificate or provides an affidavit Certificates. Following surrender of lossany such Certificates, theft or destruction in lieu thereof in accordance with this Section 1.8 together with a duly executed letter of transmittal and such other documents as may be reasonably required by the Exchange Agent or Parent (at which time (or, if later, on the applicable payment date) such holder shall be entitled, subject deliver to the effect of applicable abandoned property, escheat or similar Laws, to receive all such dividends and distributionsrecord holders thereof, without interest). (d) Any portion , certificates representing whole shares of the Exchange Fund that remains undistributed to holders of Company Stock Certificates as of the date that is one (1) year after the Closing Date shall be delivered to Parent upon demand, and any holders of Company Stock Certificates who have not theretofore surrendered their Company Stock Certificates in accordance with this Section 1.8 shall thereafter look only to Parent for satisfaction of their claims for Parent Common Stock issued in exchange therefor along with payment in lieu of fractional shares pursuant to Section 1.3(f) and the amount of any such dividends or other distributions with a record date after the Effective Time payable with respect to such whole shares of Parent Common Stock. (e) No Party to this Agreement shall be liable to any holder of any Company Stock Certificate or to any other Person with respect to any If shares of Parent Common Stock issuable pursuant to Section 1.3 are to be issued in the name of a Person (as defined in Section 8.7(h)) other than the Person in whose name the Certificates surrendered in exchange therefor are registered, it will be a condition of the issuance thereof that the Certificates so surrendered will be properly endorsed and otherwise in proper form for transfer and that the Persons requesting such issuance will have paid to the Parent or dividends any agent designated by it any transfer or distributions other Taxes (as defined in Section 2.14(a)) required by reason of the issuance of the shares of Parent Common Stock in the name of a Person other than the registered holder of the Certificates surrendered, or established to the reasonable satisfaction of the Parent or any agent designated by it that such tax has been paid or is not payable. (f) Each of the Exchange Agent, the Parent and the Surviving Company shall be entitled to deduct and withhold from any consideration payable or otherwise deliverable pursuant to this Agreement, including pursuant to Section 1.3(d), to any holder or former holder of Company Shares or Company Options, such amounts as may be required to be deducted or withheld therefrom under the Code, the Ordinance, or under any provision of state, local, Israeli or other foreign law or any other applicable Legal Requirement, subject to any specific exemption with respect theretoto Israeli Tax withholding from the Israeli Tax Authorities that provides otherwise. To the extent such amounts are so deducted or withheld, such amounts shall be treated for all purposes under this Agreement as having been paid to the Person to whom such amounts would otherwise have been paid. (g) or Notwithstanding anything to the contrary in this Section 1.4, neither the Exchange Agent nor any party hereto shall be liable to a holder of Company Shares for any cash amounts delivered amount properly paid to any a public official pursuant to any applicable abandoned property Lawproperty, escheat Law or similar Lawlaw. (f) All shares of Parent Common Stock issued pursuant to this Agreement shall bear a legend (and Parent will make a notation on its transfer books to such effect) prominently stamped or printed thereon or the substance of which will otherwise be reflected on the books and records of the transfer agent for Parent Common Stock with respect to book-entry shares, in each case reading substantially as follows: “THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THESE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT PURPOSES AND NOT WITH A VIEW TO RESALE IN CONNECTION WITH A DISTRIBUTION AND MAY NOT BE SOLD OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT FOR SUCH SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND APPLICABLE STATE SECURITIES LAWS, OR AN EXEMPTION FROM REGISTRATION UNDER SUCH ACT.”