Common use of Surrender of Certificates Clause in Contracts

Surrender of Certificates. (a) At any time after the Effective Time upon surrender for cancellation to the Purchaser of the Certificate(s) held by any record holder of a Certificate, together with a duly executed letter of transmittal in a form reasonably acceptable to Purchaser, such holder shall be entitled to receive in exchange for each share of Common Stock represented by such surrendered Certificate a Pro Rata Share of the Initial Distribution Amount to Shareholders. The "Initial Distribution Amount" shall be the Total Shareholder Consideration less the Escrow Amount delivered to the Escrow Agent pursuant to Section 1.5. Promptly upon termination of each of the escrows pursuant to the terms of this Agreement, each such Shareholder shall be entitled to receive his, her or its Pro Rata Share of the particular Escrow Amount distributed to Shareholders. The amounts so payable to a holder of a Certificate(s) shall be paid with a certificate for the number of shares of MW Common Stock having a value (based on the MW Common Stock Value and rounded down to the nearest whole share) equal to the amount so due plus cash in lieu of fractional shares and in the amount of any unpaid dividends or other distributions payable on such shares of MW Common Stock with a record date after the Effective Time. The Certificate(s) so surrendered shall be canceled. Until so surrendered, each Certificate shall be deemed, for all corporate purposes, to evidence only the right to receive the Merger Consideration deliverable in respect thereof to which such Person is entitled pursuant to this Article 1. A Certificate surrendered will be registered in the name of the beneficial owner of said Certificate (as set forth in Schedule 2.2) in the event the voting trust to which such shareholder was a party is terminated prior to or at Closing.

Surrender of Certificates. (a) At any time or promptly after the Effective Time upon surrender for cancellation Time, Parent shall make available to Equiserve L.P., or a bank reasonably acceptable to the Purchaser Company (the "Exchange Agent"), in trust for the benefit of the Certificate(sholders of shares of Company Common Stock for exchange in accordance with this Article II, (i) held by any record cash in an amount sufficient to pay cash in lieu of fractional shares pursuant to Section 2.3, and (ii) certificates representing the aggregate number of shares of Parent Common Stock issuable pursuant to Section 2.1 hereof. Promptly after the Effective Time, the Exchange Agent shall mail to each holder of record of a CertificateCertificate or Certificates a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Exchange Agent) and instructions for use in effecting the surrender of the Certificates in exchange for certificates representing Parent Common Stock and cash in lieu of fractional shares, if applicable. Upon surrender of a Certificate or Certificates to the Exchange Agent, together with a duly executed such letter of transmittal in a form reasonably acceptable to Purchasertransmittal, duly executed, the holder of such holder Certificate shall be entitled to receive in exchange therefor the Merger Consideration for each share of Company Common Stock formerly represented by such surrendered Certificate a Pro Rata Share of or Certificates, and the Initial Distribution Amount to Shareholders. The "Initial Distribution Amount" shall be the Total Shareholder Consideration less the Escrow Amount delivered to the Escrow Agent pursuant to Section 1.5. Promptly upon termination of each of the escrows pursuant to the terms of this Agreement, each such Shareholder shall be entitled to receive his, her or its Pro Rata Share of the particular Escrow Amount distributed to Shareholders. The amounts so payable to a holder of a Certificate(s) shall be paid with a certificate for the number of shares of MW Common Stock having a value (based on the MW Common Stock Value and rounded down to the nearest whole share) equal to the amount so due plus cash in lieu of fractional shares and in the amount of any unpaid dividends or other distributions payable on such shares of MW Common Stock with a record date after the Effective Time. The Certificate(s) so surrendered shall forthwith be canceled. Until so surrenderedsurrendered as contemplated by this Article II, from and after the Effective Time each Certificate shall be deemed, for all corporate purposes, deemed to evidence represent only the right to receive the Merger Consideration deliverable (and cash in respect thereof lieu of any fractional share as contemplated by Section 2.3) for each share of Company Common Stock formerly represented by such Certificate, and shall not evidence any interest in, or any right to which such Person exercise the rights of a stockholder of, Parent. If a certificate representing Parent Common Stock is entitled pursuant to this Article 1. A 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 will in exchange therefor is registered, it shall be registered in the name a condition to such issuance or payment that such Certificate be properly endorsed (or accompanied by an appropriate instrument of the beneficial owner of said Certificate (as set forth in Schedule 2.2transfer) in the event the voting trust to which such shareholder was a party is terminated prior to and accompanied by evidence that any applicable stock transfer taxes have been paid or at Closingprovided for.

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 time 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 upon surrender for cancellation Time, the Parties shall cause the Exchange Agent to mail to the Purchaser Persons who were record holders of shares of Company Capital Stock that were converted into the Certificate(sright to receive the Merger Consideration: (i) held by any record holder 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 CertificateCompany Stock Certificate to the Exchange Agent for exchange, together with a duly executed letter of transmittal in and such other documents as may be reasonably required by the Exchange Agent or Parent (including a form reasonably acceptable to Purchaserproperly completed IRS Form W-9 or the appropriate version of IRS Form W-8, as applicable): (A) the holder of such holder Company Stock Certificate shall be entitled to receive in exchange for each share therefor book-entry shares representing the Merger Consideration (in a number of whole shares of Parent Common Stock represented by Stock) that such surrendered Certificate a Pro Rata Share of holder has the Initial Distribution Amount right to Shareholders. The "Initial Distribution Amount" shall be the Total Shareholder Consideration less the Escrow Amount delivered to the Escrow Agent pursuant to Section 1.5. Promptly upon termination of each of the escrows receive pursuant to the terms provisions of this Agreement, each such Shareholder shall be entitled to receive his, her or its Pro Rata Share of Section 1.5(a); and (B) the particular Escrow Amount distributed to Shareholders. The amounts so payable to a holder of a Certificate(s) shall be paid with a certificate for the number of shares of MW Common Company Stock having a value (based on the MW Common Stock Value and rounded down to the nearest whole share) equal to the amount so due plus cash in lieu of fractional shares and in the amount of any unpaid dividends or other distributions payable on such shares of MW Common Stock with a record date after the Effective Time. The Certificate(s) Certificate so surrendered shall be canceled. Until so surrenderedsurrendered as contemplated by this Section 1.8(b), each Company Stock Certificate shall be deemed, for all corporate purposesfrom and after the Effective Time, to evidence 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 deliverable 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 which 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 is entitled 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 Article 1. A Certificate surrendered 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 registered in reflected on the name books and records of the beneficial owner of said Certificate (transfer agent for Parent Common Stock with respect to book-entry shares, in each case reading substantially as set forth in Schedule 2.2) in the event the voting trust to which such shareholder was a party is terminated prior to or at Closingfollows: “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 promptly as practicable after the Effective Time, the Exchange Agent shall mail to each holder of an outstanding certificate or certificates which prior thereto represented JIS Shares (ai) At a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the JIS Certificates shall pass, only upon delivery of the JIS Certificates to the Exchange Agent 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 the JIS Certificates in exchange for certificates representing Judge Common Shares and any time cash in lieu of any fractional Judge Common Shares. Such holder shall upon such surrender receive in exchange therefor a certificate or certificates representing the number of whole Judge Common Shares into which such JIS Shares shall have been converted. Until so surrendered and exchanged, each outstanding certificate which, prior to the Effective Time, represented JIS Shares shall, upon and after the Effective Time, be deemed for all purposes (other than to the extent provided in the following sentence) to evidence ownership of the number of whole Judge Common Shares into which such JIS Shares have been converted. Dividends, if any, payable after the Effective Time upon surrender for cancellation to the Purchaser holders of the Certificate(s) held by any record holder Judge Common Shares shall, at Judge's option, be withheld from holders of a Certificate, together with a duly executed letter of transmittal in a form certificates formerly representing JIS Shares until such certificates (or lost share affidavits reasonably acceptable in form and substance to PurchaserJudge) are surrendered for exchange in accordance with this Section 2.5 and, such holder if so withheld, shall be entitled to receive in exchange for each share of Common Stock represented by such surrendered Certificate a Pro Rata Share of the Initial Distribution Amount to Shareholders. The "Initial Distribution Amount" shall be the Total Shareholder Consideration less the Escrow Amount delivered to the Escrow Agent pursuant to Section 1.5. Promptly upon termination of each of the escrows pursuant to the terms of this Agreement, each such Shareholder shall be entitled to receive his, her or its Pro Rata Share of the particular Escrow Amount distributed to Shareholders. The amounts so payable to a holder of a Certificate(s) shall then be paid with a certificate for the number of shares of MW Common Stock having a value (based on the MW Common Stock Value and rounded down to the nearest whole share) equal to the amount so due plus cash in lieu of fractional shares and in the amount of any unpaid dividends or other distributions payable on such shares of MW Common Stock with a record date after the Effective Time. The Certificate(s) so surrendered shall be canceled. Until so surrendered, each Certificate shall be deemed, for all corporate purposes, to evidence only the right to receive the Merger Consideration deliverable in respect thereof to which such Person is entitled pursuant to this Article 1. A Certificate surrendered will be registered in the name of the beneficial owner of said Certificate (as set forth in Schedule 2.2) in the event the voting trust to which such shareholder was a party is terminated prior to or at Closingwithout interest thereon.

Surrender of Certificates. (a) At any time after the Effective Time upon surrender for cancellation to the Purchaser of the Certificate(s) held by any record holder of a Certificate, together with a duly executed letter of transmittal in a form reasonably acceptable to Purchaser, such holder shall be entitled to receive in exchange for each share of Common Stock represented by such surrendered Certificate a Pro Rata Share of the Initial Distribution Amount to Shareholders. The "Initial Distribution Amount" shall be the Total Shareholder Consideration less the Escrow Amount delivered to the Escrow Agent pursuant to Section 1.5. Promptly upon termination of each of the escrows pursuant to the terms of this Agreement, each such Shareholder shall be entitled to receive his, her or its Pro Rata Share of the particular Escrow Amount distributed to Shareholders. The amounts so payable to a holder of a Certificate(s) shall be paid with a certificate for the number of shares of MW Common Stock having a value (based on the MW Common Stock Value From and rounded down to the nearest whole share) equal to the amount so due plus cash in lieu of fractional shares and in the amount of any unpaid dividends or other distributions payable on such shares of MW Common Stock with a record date 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. The Certificate(s) so surrendered 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 canceledcancelled. Until so surrenderedsurrendered 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 be deemed, for all corporate purposes, to evidence only represent solely the right to receive the Per Share Amount applicable to the 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 amount payable on and after the Effective Time by reason of the Merger Consideration deliverable 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 respect thereof Section 2.9(c)), the holder shall receive the Per Share Amount applicable to which the Shares represented thereby, without any interest thereon. If the Per Share Amount is to be paid to a person other than the person in whose name the Certificate representing Shares surrendered in exchange therefor is registered, it shall be a condition to such Person payment or exchange that such Certificate so surrendered be properly endorsed or otherwise be in proper form for transfer, and that the person requesting such payment or exchange shall pay to the Paying Agent any transfer or other taxes required by reason of the 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 satisfaction of the Paying Agent that such tax has been paid or is entitled not applicable. Notwithstanding the foregoing, neither the Paying Agent nor any party hereto shall be liable to a holder of Shares for any Per Share Amount or interest delivered to a public official pursuant to applicable abandoned property, escheat or similar laws. (b) 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 Article 1Agreement, and the Paying Agent's duties shall terminate. A Thereafter, each holder of a Certificate surrendered will 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 registered in the name accorded to general creditors of the beneficial owner Surviving Corporation under applicable law. (c) Promptly after the Effective Time, the Paying Agent shall mail to each record holder of said Certificate (as set forth in Schedule 2.2) in the event the voting trust to which such shareholder was a party is terminated Certificates that immediately prior to or at Closingthe Effective Time represented Shares a form of letter of transmittal and instructions, approved by Parent, for use in surrendering such Certificates and receiving the Per Share Amount therefor.

Surrender of Certificates. (a) At any time As soon as practicable after the Effective Time upon surrender for cancellation to the Purchaser of the Certificate(s) held by any record holder of a Certificate, together with a duly executed letter of transmittal in a form reasonably acceptable to Purchaser, such holder shall be entitled to receive in exchange for each share of Common Stock represented by such surrendered Certificate a Pro Rata Share of the Initial Distribution Amount to Shareholders. The "Initial Distribution Amount" shall be the Total Shareholder Consideration less the Escrow Amount delivered to the Escrow Agent pursuant to Section 1.5. Promptly upon termination of each of the escrows pursuant to the terms date of this Agreement, the Company will mail or will cause to be mailed to each such Shareholder record holder of Certificates, a letter of transmittal substantially in the form attached hereto as Exhibit D (the “Letter of Transmittal”), which shall specify that delivery shall be entitled to receive his, her or its Pro Rata Share effected only upon proper surrender of the particular Escrow Amount distributed to Shareholders. The amounts so payable to a holder Certificates together with such Letter of a Certificate(s) shall be paid with a certificate for the number of shares of MW Common Stock having a value (based on the MW Common Stock Value Transmittal properly completed, duly executed and rounded down delivered to the nearest whole share) equal to Stockholders’ Representative, and instructions for use in surrendering such Certificates and receiving the amount so due plus cash portion of the Merger Consideration, if any in lieu respect of fractional shares and in the amount of any unpaid dividends or other distributions payable on such shares of MW Common Stock with a record date after the Effective Time. The Certificate(s) so surrendered shall be canceledShares evidenced thereby. Until so surrendered, each such Certificate shall be deemed, for all corporate purposes, to evidence only represent solely the right to receive the portion of the Merger Consideration deliverable relating to the Common Shares represented thereby. (b) 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 stock ownership ledger of the Company shall be closed and there shall be no further registration of transfers on the ledgers of the Surviving Company of any equity securities of the Company that were outstanding immediately prior to the Effective Time. If, after the Effective Time, Certificates formerly representing Common Shares are presented to the 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 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 event that any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person claiming such Certificate to be lost, stolen or destroyed, 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 exchange for such lost, stolen or destroyed Certificate the payments with respect thereof to such Certificate to which such Person is entitled pursuant to this Article 1. A Certificate surrendered will be registered in the name of the beneficial owner of said Certificate (as set forth in Schedule 2.2) in the event the voting trust to which such shareholder was a party is terminated prior to or at Closing.ARTICLE I.

Surrender of Certificates. (a) At any time after the Effective Time upon surrender for cancellation to the Purchaser of the Certificate(s) held by any record Time, each holder of a Certificate, together with a duly executed letter certificate or certificates theretofore representing issued and outstanding shares of transmittal in a form reasonably acceptable the Terremark Common Stock may surrender such certificates to Purchaser, such holder shall be entitled to the Surviving Corporation and receive in exchange for each share of Common Stock represented by such surrendered Certificate a Pro Rata Share of therefor certificates representing the Initial Distribution Amount to Shareholders. The "Initial Distribution Amount" shall be the Total Shareholder Consideration less the Escrow Amount delivered to the Escrow Agent pursuant to Section 1.5. Promptly upon termination of each of the escrows pursuant to the terms of this Agreement, each such Shareholder shall be entitled to receive his, her or its Pro Rata Share of the particular Escrow Amount distributed to Shareholders. The amounts so payable to a holder of a Certificate(s) shall be paid with a certificate for the appropriate number of shares of MW Post Merger Common Stock having 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 value holder other than the registered owner of a surrendered certificate, it shall be a condition of such issuance that the certificate so surrendered shall be properly endorsed or otherwise in proper form for transfer and that all applicable transfer and other similar taxes shall have been paid. Until so surrendered, each such certificate shall, from and after the Effective Time, represent for all purposes, only the right to receive the shares of the Post Merger Common Stock. (based on b) At the MW Effective Time, the share certificates theretofore representing issued and outstanding shares of the Common Stock Value and rounded down shall automatically be deemed to represent the nearest whole sharesame number of shares of Post Merger Common Stock. (c) equal to the amount so due plus cash in lieu of fractional shares and in the amount of any unpaid No dividends or other distributions payable on such with respect to shares of MW 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 after the Effective TimeTime and a payment on or prior to the date of such surrender and not previously paid and (ii) at the appropriate payment date, the dividends or other distributions payable with respect to such Post Merger Common Stock with a record date after the Effective Time but with a payment date subsequent to such surrender. The Certificate(s) so surrendered For the purposes of dividends or other distributions in respect of Post Merger Common Stock, all shares of Post Merger Common Stock to be issued pursuant to the Merger shall be canceled. Until so surrendered, each Certificate shall be deemed, for all corporate purposes, entitled to evidence only the right to receive the Merger Consideration deliverable in respect thereof to which such Person is entitled dividends pursuant to this Article 1. A Certificate surrendered will be registered in the name immediately preceding sentence as if issued and outstanding as of the beneficial owner of said Certificate (as set forth in Schedule 2.2) in the event the voting trust to which such shareholder was a party is terminated prior to or at ClosingEffective Time.

Surrender of Certificates. (a) At any time Concurrently with or prior to the Effective Time, Parent shall designate a bank or trust company located in the United States to act as paying agent (the "Paying Agent") for purposes of making the cash payments contemplated hereby. As soon as practicable after the Effective Time, Parent shall cause the Paying Agent to mail and/or make available to each holder of a certificate theretofore evidencing shares of Common Stock (other than those which were held by any Subsidiary of the Corporation or in the treasury of the Corporation or which are held directly or indirectly by Parent or any direct or indirect subsidiary of Parent (including Sub)) a notice and letter of transmittal advising such holder of the effectiveness of the Merger and the procedure for surrendering to the Paying Agent such certificate or certificates which immediately prior to the Effective Time upon represented outstanding Common Stock (the "Certificates") in exchange for the Merger Consideration deliverable in respect thereof pursuant to this Article II. Upon the surrender for cancellation to the Purchaser Paying Agent of the Certificate(s) held by any record holder of a Certificatesuch 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 in a form reasonably acceptable to Purchasertransmittal, such holder the Paying Agent shall be entitled to receive in exchange for each share of Common Stock represented by such surrendered Certificate a Pro Rata Share of the Initial Distribution Amount to Shareholders. The "Initial Distribution Amount" shall be the Total Shareholder Consideration less the Escrow Amount delivered promptly pay to the Escrow Agent pursuant to Section 1.5. Promptly upon termination of each of Person entitled thereto the escrows pursuant to the terms of this Agreement, each such Shareholder shall be entitled to receive his, her or its Pro Rata Share of the particular Escrow Amount distributed to Shareholders. The amounts so payable to a holder of a Certificate(s) shall be paid with a certificate for the number of shares of MW Common Stock having a value (based on the MW Common Stock Value and rounded down to the nearest whole share) equal to the amount so due plus cash Merger Consideration deliverable in lieu of fractional shares and in the amount of any unpaid dividends or other distributions payable on such shares of MW Common Stock with a record date after the Effective Time. The Certificate(s) so surrendered shall be canceledrespect thereto. Until so surrendered, each Certificate shall be deemed, for all corporate purposes, to evidence only the right to receive upon such surrender the Merger Consideration deliverable in respect thereof to which such Person is entitled pursuant to this Article 1II. A No interest shall be paid or accrued in respect of such cash payments. (b) If the Merger Consideration (or any portion thereof) is to be delivered to a Person other than the Person in whose name the Certificate surrendered will in exchange therefor are registered, it shall be registered in a condition to the name payment of the beneficial owner 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 said Certificate the foregoing or establish to the satisfaction of the Paying Agent that such taxes have been paid or are not required to be paid. (as set forth in Schedule 2.2c) in In the event any Certificate shall have been lost, stolen or destroyed, upon the voting trust making of an affidavit of that fact by the Person claiming such Certificate to which be lost, stolen or destroyed, the Paying Agent will issue in exchange for such shareholder was 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 party is terminated prior condition precedent to the payment thereof, give the Surviving Corporation a bond in such sum as it may direct or at Closingotherwise indemnify the Surviving Corporation in a manner satisfactory to it against any claim that may be made against the Surviving Corporation with respect to the Certificate claimed to have been lost, stolen or destroyed.

Surrender of Certificates. (a) At Before any time after the Effective Time upon surrender for cancellation to the Purchaser of the Certificate(s) held by any record holder of a Certificate, together with a duly executed letter applicable Preferred Shares shall be entitled for redemption under the provisions of transmittal in a form reasonably acceptable to Purchaserthis Section 8.7(a), such holder shall surrender his or her certificate or certificates representing such Preferred Shares to be entitled redeemed to receive the Company in exchange the manner and at the place designated by the Company for that purpose, and the applicable 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 share of Common Stock such certificate shall be cancelled on the Redemption Date. In the event less than all the shares represented by any such surrendered Certificate certificate are redeemed (notwithstanding the issuance of a Pro Rata Share of the Initial Distribution Amount to Shareholders. The "Initial Distribution Amount" shall be the Total Shareholder Consideration less the Escrow Amount delivered to the Escrow Agent promissory note pursuant to Section 1.5. Promptly 8.7), a new certificate shall be promptly issued representing the unredeemed shares, provided that upon termination of each full payment of the escrows principal and accrued interest under the promissory note pursuant to Section 8.7, any such new certificate representing the terms of this Agreement, each such Shareholder unredeemed shares shall be entitled surrendered to receive his, her or its Pro Rata Share the Company and cancelled. Unless there has been a default in payment of the particular Escrow Amount distributed applicable Redemption Price, upon cancellation of the certificate representing such Preferred Shares to Shareholders. The amounts so payable to a holder of a Certificate(s) shall be paid with a certificate redeemed, all dividends on such Preferred Shares designated for the number of shares of MW Common Stock having a value (based redemption on the MW Common Stock Value Redemption Date shall cease to accrue and rounded down to all rights of the nearest whole share) equal to the amount so due plus cash in lieu of fractional shares and in the amount of any unpaid dividends or other distributions payable on such shares of MW Common Stock with a record date after the Effective Time. The Certificate(s) so surrendered shall be canceled. Until so surrenderedholders thereof, each Certificate shall be deemed, for all corporate purposes, to evidence only except the right to receive the Merger Consideration deliverable in respect applicable Redemption Price thereof (including all accrued and unpaid dividend up to the relevant Redemption Date), without interest, shall cease and terminate and such Preferred Shares shall cease to be issued shares of the Company. If the Company fails to redeem any Preferred Shares for which redemption is requested, then during the period from the Redemption Date through the date on which such Person Preferred Shares are actually redeemed and the applicable Redemption Price is actually made, in full, such Preferred Shares shall continue to be issued and outstanding and be entitled pursuant to this Article 1all rights and preferences of Preferred Shares. A Certificate surrendered will be registered After payment in the name full of the beneficial owner aggregate applicable Redemption Price for all issued and outstanding Preferred Shares, all rights of said Certificate (the holders thereof as set forth in Schedule 2.2) in shareholders of the event the voting trust to which Company shall cease and terminate and such shareholder was a party is terminated prior to or at ClosingPreferred Shares shall be cancelled.

Surrender of Certificates. (a) At any time after On or 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”). Promptly following the Effective Time upon surrender for cancellation Time, Parent shall deposit with the Payment Agent cash sufficient to pay the Merger Consideration payable pursuant to Section 2.5. The cash amount so deposited with the Payment Agent is referred to as the “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 following the Effective Time, Parent will direct the Payment Agent to mail to the Purchaser Persons who were record holders of Company Stock Certificates immediately prior to the Certificate(sEffective Time: (i) held by any record holder a letter of transmittal in customary form; and (ii) instructions for use in effecting the surrender of Company Stock Certificates in exchange for Merger Consideration. Upon surrender of a CertificateCompany Stock Certificate to the Payment Agent for exchange, together with a duly executed letter of transmittal in a form and such other documents as may be reasonably acceptable to Purchaser, required by the Payment Agent or Parent: (A) the holder of such holder Company Stock Certificate shall be entitled to receive in exchange for each share of Common therefor the Merger Consideration; and (B) the Company Stock represented by such surrendered Certificate a Pro Rata Share of the Initial Distribution Amount to Shareholders. The "Initial Distribution Amount" shall be the Total Shareholder Consideration less the Escrow Amount delivered to the Escrow Agent pursuant to Section 1.5. Promptly upon termination of each of the escrows pursuant to the terms of this Agreement, each such Shareholder shall be entitled to receive his, her or its Pro Rata Share of the particular Escrow Amount distributed to Shareholders. The amounts so payable to a holder of a Certificate(s) shall be paid with a certificate for the number of shares of MW Common Stock having a value (based on the MW Common Stock Value and rounded down to the nearest whole share) equal to the amount so due plus cash in lieu of fractional shares and in the amount of any unpaid dividends or other distributions payable on such shares of MW Common Stock with a record date after the Effective Time. The Certificate(s) so surrendered shall be canceled. Until so surrenderedsurrendered as contemplated by this Section 2.8(b), each Company Stock Certificate shall be deemed, for all corporate purposesfrom and after the Effective Time, to evidence represent only the right to receive Merger Consideration 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 discretion and as a condition precedent to the payment of any Merger Consideration with respect to the shares of Company Common Stock previously represented by such Company Stock Certificate, require the owner of such lost, stolen or destroyed Company Stock Certificate to provide an 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. (c) Any portion of the 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 2.8 shall thereafter look only to Parent, as general creditors thereof, for satisfaction of their claims for the Merger Consideration. (d) Each of the Payment Agent, Parent and the Surviving Corporation shall be entitled to deduct and withhold from any consideration payable to any holder of any Company Stock Certificate (in his or her capacity as a holder of 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) 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 Merger Consideration deliverable in respect thereof delivered to which such Person is entitled any public official pursuant to this Article 1. A Certificate surrendered will be registered in the name of the beneficial owner of said Certificate (as set forth in Schedule 2.2) in the event the voting trust to which such shareholder was a party is terminated prior to any applicable abandoned property Law, escheat Law or at Closingsimilar Law.

Surrender of Certificates. (a) At any time Concurrently with or prior to the Effective Time, the parties hereto shall designate ChaseMellon Shareholder Services to act as agent (the "Exchange Agent") for purposes of exchanging certificates representing shares of Company Common Stock as provided in Section 2.1. As soon as practicable after the Effective Time, Parent shall cause the Exchange Agent to mail or make available to each holder of record of a certificate or certificates which immediately prior to the Effective Time represented outstanding shares of Company Common Stock whose shares were converted into the right to receive Merger 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 for cancellation to the Purchaser of the Certificate(s) held by any record holder Exchange Agent of a Certificatecertificate or certificates representing such Company Common Stock, together with a duly executed properly completed letter of transmittal in a form covering such shares of Company Common Stock and such other documents as may reasonably acceptable to Purchaserbe required by the Exchange Agent or Parent, such holder shall will be entitled to receive Merger Consideration in exchange for respect of each share of Company Common Stock represented by such surrendered Certificate a Pro Rata Share of the Initial Distribution Amount to Shareholders. The "Initial Distribution Amount" shall be the Total Shareholder Consideration less the Escrow Amount delivered to the Escrow Agent pursuant to Section 1.5. Promptly upon termination of each of the escrows pursuant to the terms of this Agreement, each such Shareholder shall be entitled to receive his, her or its Pro Rata Share of the particular Escrow Amount distributed to Shareholders. The amounts so payable to a holder of a Certificate(s) shall be paid with a certificate for the number of shares of MW Common Stock having a value (based on the MW Common Stock Value and rounded down to the nearest whole share) equal to the amount so due plus cash in lieu of fractional shares and in the amount of any unpaid dividends or other distributions payable on such shares of MW Common Stock with a record date after the Effective Time. The Certificate(s) so surrendered shall be canceledsurrendered. Until so surrendered, each Certificate shall be deemedshare of Company Common Stock shall, after the Effective Time, represent for all corporate purposes, to evidence only the right to receive Merger Consideration. Such letter of transmittal shall be in customary form and 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 shall be effected, and risk of loss and title to such certificates shall pass, only upon delivery of such certificates to the Exchange Agent). (c) If any Merger Consideration deliverable 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 that the Person requesting such delivery shall pay to the Exchange Agent any transfer or other taxes required as a result of such issuance to a Person other than the registered holder of such Company Common Stock or establish to the satisfaction of the Exchange Agent that such tax has been paid or is not payable. If any certificate which immediately prior to the Effective Time represented shares of Company Common Stock shall have been lost, stolen or destroyed, Parent may, in its discretion and as a condition precedent to the issuance of any certificate representing Parent Shares, require the owner of such lost, stolen or destroyed certificate to provide an 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 certificate. (d) 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 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 thereof of shares of Company Common Stock. Notwithstanding the foregoing, neither Parent nor the Surviving Corporation shall be liable to which such Person is entitled any holder or former holder of shares of Company Common Stock for any securities delivered or any amount paid to a public official pursuant to this Article 1applicable abandoned property laws. A Certificate surrendered will be registered in Any Parent Shares remaining unclaimed by holders of shares of Company Common Stock three years after the name of the beneficial owner of said Certificate Effective Time (as set forth in Schedule 2.2) in the event the voting trust to which or such shareholder was a party is terminated earlier date immediately prior to such time as such securities would otherwise escheat to or at Closingbecome 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 until such certificates are surrendered as provided in this Section. Upon such surrender, there shall be paid, without interest, to the Person in whose name the Parent Shares representing such securities are registered, all dividends and other distributions payable in respect of such securities on a date subsequent to, and in respect of a record date after, the Effective Time, subject to the effect of applicable abandoned property laws.

Surrender of Certificates. (a) At any time Cerner and Merger Sub hereby appoint the Exchange Agent to act as the exchange agent in connection with the Merger. Except as otherwise provided in this Article II, from and after the Effective Time upon surrender for cancellation to the Purchaser of the Certificate(sTime, (i) held by any record each holder of a Certificatecertificate that immediately prior to the Effective Time represented outstanding shares of Common Stock (collectively, together with a duly executed letter of transmittal in a form reasonably acceptable to Purchaser, such holder the "Common Certificates") shall be entitled to receive in exchange therefor, upon surrender thereof to the Exchange Agent, 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) 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. Prior to the Effective Time, Cerner will deliver or cause to be delivered to the Exchange Agent, in trust for each share the benefit of the holders of Common Stock represented 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 such surrendered Certificate a Pro Rata Share of the Initial Distribution Amount to Shareholders. The "Initial Distribution Amount" shall be the Total Shareholder Consideration less the Escrow Amount delivered to the Escrow Agent pursuant to Section 1.5. Promptly upon termination of each of the escrows Cerner pursuant to the terms of this Agreement (such Merger Consideration, together with any dividends or other distributions with respect thereto, referred to herein as the "Exchange Fund"). (b) Promptly after the Effective Time, the Exchange Agent shall mail to each record holder of Common Stock as of the Effective Time, a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to Common Certificates shall pass, only upon proper delivery of the Common Certificates to the Exchange Agent) and instructions for use in effecting the surrender of Common Certificates in exchange for the Merger Consideration. Upon surrender to the Exchange Agent of a Common Certificate evidencing Common Stock, together with such letter of transmittal duly executed, and any other required documents, the holder of such Common Certificate (other than those shares to be canceled pursuant to Section 2.1(e)(iii) of this Agreement, each such Shareholder ) shall be entitled to receive hisin exchange therefor, her or its Pro Rata Share certificates representing shares of the particular Escrow Amount distributed to ShareholdersCerner Common Stock as set forth in this Article II, and such Common Certificate shall forthwith be canceled. The amounts so payable to a No holder of a Certificate(s) 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 holder the amount of any dividends or other distributions (without interest) that theretofore became payable with a certificate for 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 MW Cerner Common Stock having a value (based on represented by the MW certificates issued upon surrender, which amount shall be delivered to the Exchange Agent by Cerner from time to time as such dividends or other distributions are declared. If delivery of certificates representing shares of Cerner Common Stock Value is to be made to a person other than the 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 delivery or issuance that the Common Certificate so surrendered shall be properly endorsed or otherwise in proper form for transfer and rounded down that the person requesting such delivery or issuance shall pay any transfer or other Taxes required by reason of such delivery or issuance to a person other than the registered holder of the Common Certificate surrendered or establish to the nearest whole share) equal satisfaction of Cerner that such Tax has been paid or is not applicable. Until surrendered in accordance with the provisions of this Section 2.3, each Common Certificate shall represent for all purposes only the right to the amount so due plus receive shares of Cerner Common Stock (and cash in lieu of fractional shares shares) and the cash portion of the Merger Consideration as provided in the amount of this Article II without any unpaid dividends or other distributions payable on such shares of MW Common Stock with a record date interest thereon. (c) Promptly after the Effective Time. The Certificate(s) so surrendered , 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 canceledeffected, 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. Until so surrenderedUpon surrender to the Exchange Agent of a Preferred Certificate evidencing Preferred Stock, each together with such letter of transmittal duly executed, and any other required documents, the holder of such Preferred Certificate shall be deemed, for all corporate purposes, to evidence only the right entitled to receive in exchange therefor, the cash portion of the Preferred Stock Merger Consideration, and such Preferred Certificate shall forthwith be 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 made available to the Exchange Agent which remains undistributed to the former shareholders of DHT for one year after the Effective Time shall be delivered to the Surviving Corporation, upon demand, and any shareholders of DHT who have not theretofore complied with this Article II shall thereafter look only to the Surviving Corporation for payment of their claim for Merger Consideration and any dividends or distributions with respect to Cerner Common Stock. (f) None of DHT, Cerner, or the Surviving Corporation shall be liable to any holder of shares of Common Stock for the Merger Consideration deliverable in (or dividends or distributions with respect thereof thereto) or to which such Person is entitled any holder of shares of Preferred Stock for the Preferred Merger Consideration, delivered to a public official pursuant to this Article 1. A Certificate surrendered will be registered in the name of the beneficial owner of said Certificate (as set forth in Schedule 2.2) in the event the voting trust to which such shareholder was a party is terminated prior to any applicable abandoned property, escheat or at Closingsimilar law.

Surrender of Certificates. (a) At any time Prior to the Effective ------------------------- Time, Parent shall designate a bank or trust company located in the United States to act as paying agent which shall be reasonably satisfactory to the Company (the "Paying Agent") to receive funds in trust in order to make the ------------ payments contemplated by Section 3.2(a). As soon as practicable after the Effective Time, Parent shall cause the 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 wholly-owned 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 notice and letter of transmittal advising such holder of the effectiveness of the Merger and the procedure for surrendering to the Paying Agent such certificate or certificates which immediately prior to the Effective Time upon represented outstanding Common Stock (the "Certificates") in exchange for ------------ the Merger Consideration deliverable in respect thereof pursuant to this Article III. Upon the surrender for cancellation to the Purchaser Paying Agent of the Certificate(s) held by any record holder of a Certificatesuch 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 in a form reasonably acceptable transmittal, the Paying Agent shall promptly pay to Purchaser, such holder shall be the Person entitled to receive in exchange for each share thereto the product of the Merger Consideration and the number of shares of Common Stock represented by such surrendered Certificate a Pro Rata Share of the Initial Distribution Amount to Shareholders. The "Initial Distribution Amount" shall be the Total Shareholder Consideration less the Escrow Amount delivered to the Escrow Agent pursuant to Section 1.5. Promptly upon termination of each of the escrows pursuant to the terms of this Agreement, each such Shareholder shall be entitled to receive his, her or its Pro Rata Share of the particular Escrow Amount distributed to Shareholders. The amounts so payable to a holder of a Certificate(s) shall be paid with a certificate for the number of shares of MW Common Stock having a value (based on the MW Common Stock Value and rounded down to the nearest whole share) equal to the amount so due plus cash in lieu of fractional shares and in the amount of any unpaid dividends or other distributions payable on such shares of MW Common Stock with a record date after the Effective Time. The Certificate(s) so surrendered shall be canceledCertificates. Until so surrendered, each Certificate shall be deemed, for all corporate purposes, to evidence only the right to receive upon such surrender the Merger Consideration deliverable in respect thereof to which such Person is entitled pursuant to this Article 1III. A Certificate No interest shall be paid or accrued in respect of such cash payments. (b) If the Merger Consideration (or any portion thereof) is to be delivered to a Person other than the Person in whose name the Certificates surrendered will in exchange therefor are registered, it shall be registered in a condition to the name payment of the beneficial owner 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 said Certificate the foregoing or establish to the satisfaction of the Paying Agent that such taxes have been paid or are not required to be paid. (as set forth in Schedule 2.2c) in In the event any Certificate shall have been lost, stolen or destroyed, upon the voting trust making of an affidavit of that fact by the Person claiming such Certificate to which be lost, stolen or destroyed, the Paying Agent will issue in exchange for such shareholder was 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 party is terminated prior condition precedent to the payment thereof, give the Surviving Corporation a bond in such sum as it may direct or at Closingotherwise indemnify the Surviving Corporation in a manner satisfactory to it against any claim that may be made against the Surviving Corporation with respect to the Certificate claimed to have been lost, stolen or destroyed.

Surrender of Certificates. (a) Prior to the Effective Time, Parent shall designate a bank or trust company located in the United States to act as 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 payments contemplated by Section 3.2. At the Effective Time, Parent shall cause the Paying Agent to mail and/or make available to 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 time after Subsidiary 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 notice and letter of transmittal advising such holder of the effectiveness of the Merger and the procedure for surrendering to the Paying Agent such certificate or certificates which immediately prior to the Effective Time upon represented outstanding Common Stock, Series B Preferred Stock, Series B Preferred Stock Depositary Shares and Common Stock Purchase Warrants (the "Certificates") in exchange for the Applicable Merger Consideration deliverable in respect thereof pursuant to this Article III. Upon the surrender for cancellation to the Purchaser Paying Agent of the Certificate(s) held by any record holder of a Certificatesuch 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 in a form reasonably acceptable to Purchasertransmittal, such holder the Paying Agent shall be entitled to receive in exchange for each share of Common Stock represented by such surrendered Certificate a Pro Rata Share of the Initial Distribution Amount to Shareholders. The "Initial Distribution Amount" shall be the Total Shareholder Consideration less the Escrow Amount delivered promptly pay to the Escrow Agent pursuant to Section 1.5. Promptly upon termination of each of Person entitled thereto the escrows pursuant to the terms of this Agreement, each such Shareholder shall be entitled to receive his, her or its Pro Rata Share of the particular Escrow Amount distributed to Shareholders. The amounts so payable to a holder of a Certificate(s) shall be paid with a certificate for the number of shares of MW Common Stock having a value (based on the MW Common Stock Value and rounded down to the nearest whole share) equal to the amount so due plus cash Applicable Merger Consideration deliverable in lieu of fractional shares and in the amount of any unpaid dividends or other distributions payable on such shares of MW Common Stock with a record date after the Effective Time. The Certificate(s) so surrendered shall be canceledrespect thereof. Until so surrendered, each Certificate shall be deemed, for all corporate purposes, to evidence only the right to receive upon such surrender the Applicable Merger Consideration deliverable in respect thereof to which such Person is entitled pursuant to this Article 1III. A Certificate No interest shall be paid or accrued in respect of such cash payments. (b) If the Applicable Merger Consideration (or any portion thereof) is to be delivered to a Person other than the Person in whose name the Certificates surrendered will in exchange therefor are registered, it shall be registered in a condition to the name payment of the beneficial owner 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 said Certificate the foregoing or establish to the satisfaction of the Paying Agent that such taxes have been paid or are not required to be paid. (as set forth in Schedule 2.2c) in In the event any Certificate shall have been lost, stolen or destroyed, upon the voting trust making of an affidavit of that fact by the Person claiming such Certificate to which be lost, stolen or destroyed, the Paying Agent will issue in exchange for such shareholder was 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 party is terminated prior condition precedent to the payment thereof, give the Surviving Corporation a bond in such sum as it may direct or at Closingotherwise indemnify the Surviving Corporation in a manner satisfactory to it against any claim that may be made against the Surviving Corporation with respect to the Certificate claimed to have been lost, stolen or destroyed.

Surrender of Certificates. (a) At any time As soon as practicable after the Effective Time upon surrender for cancellation Time, Pioneer Federal Savings Bank, Winchester, Kentucky, as exchange agent (the "Exchange Agent"), shall deliver to each former holder of Pioneer Common Stock (except holders of Dissenting Shares), who has validly surrendered to the Purchaser Exchange Agent the certificate or certificates formerly representing such holder's shares of the Certificate(s) held by any record holder of a Certificate, Pioneer Common Stock together with a duly executed letter of transmittal in the customary form and other documentation that reasonably may be required by Central or the Exchange Agent, a form reasonably acceptable check for an amount equal to Purchaser, such holder shall be entitled to receive in exchange for each share of Common Stock represented by such surrendered Certificate a Pro Rata Share the product of the Initial Distribution Amount to Shareholders. The "Initial Distribution Amount" shall be the Total Shareholder Exchange Consideration less the Escrow Amount delivered to the Escrow Agent pursuant to Section 1.5. Promptly upon termination of each of the escrows pursuant to the terms of this Agreement, each such Shareholder shall be entitled to receive his, her or its Pro Rata Share of the particular Escrow Amount distributed to Shareholders. The amounts so payable to a holder of a Certificate(s) shall be paid with a certificate for and the number of shares of MW Pioneer Common Stock having a value (based on represented by the MW 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 Value and rounded down surrendered for payment in accordance with this Section 3.02. No interest shall accrue or be paid with respect to the nearest whole shareExchange Consideration. As soon as practicable (but no more than five (5) equal to the amount so due plus cash in lieu of fractional shares and in the amount of any unpaid dividends or other distributions payable on such shares of MW Common Stock with a record date business days) after the Effective Time, Central will cause the Exchange Agent to mail to each record holder of Pioneer Common Stock at the Effective Time a form of letter of transmittal which, among other matters, shall specify how surrender of the stock certificates shall be effected. The Certificate(sThere 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, or, in lieu thereof, delivers to the Exchange Agent an appropriate affidavit of loss and an indemnity agreement and/or bond as may be required in any such case by Central in its reasonable discretion (which discretion Central may delegate to the Exchange Agent). If any payment for shares of Pioneer Common 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 canceled. Until so surrenderedproperly endorsed or otherwise in proper form for transfer, each Certificate that all signatures shall be deemed, for all corporate purposes, to evidence only the right to receive the Merger Consideration deliverable in respect thereof to which such Person is entitled pursuant to this Article 1. A Certificate surrendered will be registered guaranteed by a member firm of any national securities exchange in the name 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 either (i) pay to the Exchange Agent any transfer or other taxes required by reason of the beneficial owner payment to a person other than the registered holder of said Certificate the certificate surrendered or (as set forth in Schedule 2.2ii) in establish to the event satisfaction of the voting trust to which Exchange Agent that such shareholder was a party is terminated taxes have been paid or are not payable. From and after the Effective Time, there shall be no transfers on the stock transfer books of Pioneer of any shares of Pioneer Common Stock outstanding immediately prior to or at Closingthe Effective Time.

Surrender of Certificates. (a) At any time the Effective Time, FRI shall provide to the Exchange Agent, in trust for the benefit of the holders of KKR Shares for exchange in accordance with this Article III, certificates representing the aggregate number of FRI Shares issuable pursuant to Section 2.6 of this Agreement. As soon as practicable after the Effective Time upon surrender for cancellation Time, FRI shall cause to be mailed, by first class mail, to each holder of record of KKR Shares immediately prior to the Purchaser Effective Time, a form letter of transmittal for return to the Certificate(s) held by any record holder 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 CertificateCertificate to the Exchange Agent, together with a duly executed such letter of transmittal in a form reasonably acceptable to Purchasertransmittal, duly completed and executed, the holder of KKR Shares formerly represented by such holder Certificate shall be entitled to receive and shall receive in exchange therefor the Merger Consideration for each share of Common Stock KKR Share formerly represented by such Certificate, and the Certificate so surrendered Certificate a Pro Rata Share of the Initial Distribution Amount to Shareholders. The "Initial Distribution Amount" shall be canceled. (b) Until surrendered as contemplated by this Article III, from and after the Total Shareholder Consideration less the Escrow Amount delivered to the Escrow Agent pursuant to Section 1.5. Promptly upon termination of each of the escrows pursuant to the terms of this AgreementEffective Time, each such Shareholder FRI shall be entitled to receive histreat each Certificate which has not been surrendered for exchange (other than Certificates represented by Dissenting Shares, her or its Pro Rata Share if any), as evidencing the ownership of the particular Escrow Amount distributed to Shareholders. The amounts so payable to a holder of a Certificate(s) shall be paid with a certificate for the number of shares full FRI Shares into which the KKR Shares represented by the Certificate shall have been converted pursuant to Section 2.6, notwithstanding the failure to surrender the Certificate. If a certificate representing FRI Shares is to be issued or a cash payment in lieu of MW Common Stock having fractional share interests is to be made to a value 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 (based on the MW Common Stock Value or accompanied by an appropriate instrument of transfer) and rounded down accompanied by evidence reasonably satisfactory to the nearest whole shareExchange Agent that any 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) equal If any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the registered holder of such lost, stolen or destroyed Certificate in form and substance reasonably acceptable to FRI and the Exchange Agent and, if requested by FRI, accompanied by a bond in a reasonable amount so due plus satisfactory to FRI and the Exchange Agent, the Exchange Agent will issue in exchange for such lost, stolen or destroyed Certificate the Merger Consideration and cash in lieu of fractional shares and in the amount of any unpaid dividends or other distributions payable on such shares of MW Common Stock with a record date after the Effective Time. The Certificate(s) so surrendered shall be canceled. Until so surrendered, each Certificate shall be deemed, for all corporate purposes, to evidence only the right to receive the Merger Consideration share interests deliverable in respect thereof to which such Person is entitled pursuant to this Article 1. A Certificate surrendered will Agreement. (d) FRI shall be registered in entitled to deduct and withhold from the name consideration otherwise payable pursuant to this Agreement to any holder of Certificates such amounts, if any, as it is required to deduct and withhold with respect to the beneficial owner making of said Certificate (as set forth in Schedule 2.2) in such payment under the event the voting trust to which such shareholder was a party is terminated prior to Code, or at Closingany applicable provision of state, local or foreign law.

Surrender of Certificates. (a) At any time after the Effective Time upon surrender for cancellation Any letter of transmittal delivered pursuant to this Agreement shall specify that delivery of a National Common Unit shall be effected, and risk of loss and title to the Purchaser certificates evidencing such National Common Units (the "Certificates") shall pass, only upon proper delivery of the Certificate(s) held by any record holder Certificates to the Paying Agent and shall specify instructions for use in effecting the surrender of the Certificates pursuant to such letter of transmittal. Upon surrender to the Paying Agent of a Certificate, together with a duly executed such letter of transmittal transmittal, duly completed and validly executed in a form reasonably acceptable accordance with the instructions thereto, and such other documents as may be required pursuant to Purchasersuch instructions, the holder of such holder Certificate shall be entitled to receive in exchange therefor the Offer Consideration for each share of National Common Stock represented 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 a Pro Rata Share is registered on the transfer books of the Initial Distribution Amount to Shareholders. The "Initial Distribution Amount" National MLP, it shall be a condition of payment that the Total Shareholder Consideration less the Escrow Amount delivered to the Escrow Agent pursuant to Section 1.5. Promptly upon termination of each of the escrows pursuant to the terms of this Agreement, each such Shareholder shall be entitled to receive his, her or its Pro Rata Share of the particular Escrow Amount distributed to Shareholders. The amounts so payable to a holder of a Certificate(s) shall be paid with a certificate for the number of shares of MW Common Stock having a value (based on the MW Common Stock Value and rounded down to the nearest whole share) equal to the amount so due plus cash in lieu of fractional shares and in the amount of any unpaid dividends or other distributions payable on such shares of MW Common Stock with a record date after the Effective Time. The Certificate(s) Certificate so surrendered shall be canceledendorsed 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 that such holder has the right to receive pursuant to the provisions of this Article II. Until so surrenderedsurrendered as contemplated by this Section 2.4, each Certificate shall be deemed, for all corporate purposes, deemed at any time after the Effective Time to evidence only the right to receive upon such surrender the Merger Consideration deliverable in respect thereof applicable to which the National Common Units evidenced by such Person is entitled pursuant to this Article 1. A Certificate surrendered will be registered in the name of the beneficial owner of said Certificate (as set forth in Schedule 2.2) in the event the voting trust to which such shareholder was a party is terminated prior to or at ClosingCertificate.

Surrender of Certificates. (a) On or 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”). At the Effective Time, or as promptly as practicable thereafter, Parent shall deposit with the Payment Agent cash sufficient to satisfy the Merger Consideration payable pursuant to Section 2.5. The cash amount so deposited with the Payment Agent is referred to as the “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 time 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) Within five (5) Business Days after the Effective Time upon surrender for cancellation Time, the Payment Agent will mail to the Purchaser Persons who were record holders of Company Stock Certificates or Book-Entry Shares immediately prior to the Certificate(sEffective Time (other than to holders of Dissenting Shares to the extent such holders do not also hold Shares that are not Dissenting Shares): (i) held by any record holder a letter of transmittal in customary form; and (ii) instructions for use in effecting the surrender of Company Stock Certificates or Book-Entry Shares in exchange for Merger Consideration. Upon surrender of a CertificateCompany Stock Certificate or Book-Entry Share for exchange in accordance with the instructions described in the preceding sentence, together with and delivery to Payment Agent of a duly executed letter of transmittal in a form and such other documents as may be reasonably acceptable to Purchaser, required by the Payment Agent or Parent: (A) the holder of such holder Company Stock Certificate or Book-Entry Share shall be entitled to receive in exchange for therefor the Merger Consideration; and (B) each share of Common Company Stock represented by such surrendered Certificate a Pro Rata or Book-Entry Share of the Initial Distribution Amount to Shareholders. The "Initial Distribution Amount" shall be the Total Shareholder Consideration less the Escrow Amount delivered to the Escrow Agent pursuant to Section 1.5. Promptly upon termination of each of the escrows pursuant to the terms of this Agreement, each such Shareholder shall be entitled to receive his, her or its Pro Rata Share of the particular Escrow Amount distributed to Shareholders. The amounts so payable to a holder of a Certificate(s) shall be paid with a certificate for the number of shares of MW Common Stock having a value (based on the MW Common Stock Value and rounded down to the nearest whole share) equal to the amount so due plus cash in lieu of fractional shares and in the amount of any unpaid dividends or other distributions payable on such shares of MW Common Stock with a record date after the Effective Time. The Certificate(s) so surrendered shall be canceled. Until so surrenderedsurrendered as contemplated by this Section 2.8(b), each Company Stock Certificate and Book-Entry Share shall be deemed, for all corporate purposesfrom and after the Effective Time, to evidence represent only the right to receive Merger Consideration 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 discretion and as a condition precedent to the payment of any Merger 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 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. (c) Any portion of the 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 2.8 shall thereafter look only to 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 and the Surviving Corporation shall be entitled to deduct and withhold from any consideration payable to any holder of any Company Stock Certificate or Book-Entry Share (in his or her capacity as a holder of 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) 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 Merger Consideration deliverable in respect thereof delivered to which such Person is entitled any public official pursuant to this Article 1. A Certificate surrendered will be registered in the name of the beneficial owner of said Certificate (as set forth in Schedule 2.2) in the event the voting trust to which such shareholder was a party is terminated prior to any applicable abandoned property Law, escheat Law or at Closingsimilar Law.

Surrender of Certificates. (a) At any time On or prior to the Closing Date, Parent shall select a reputable bank or trust company to act as exchange agent in the Merger (the “Exchange Agent”). Promptly after the Effective Time upon surrender for cancellation Time, Parent shall deposit with the Exchange Agent: (i) certificates representing the shares of Parent Common Stock issuable pursuant to Section 1.5; (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, 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 Exchange Agent will mail to the Purchaser Persons who were record holders of Company Stock Certificates immediately prior to the Certificate(sEffective Time: (i) held by any record holder 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 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 certificates representing Parent Common Stock and Contingent Value Rights. Upon surrender of a CertificateCompany Stock Certificate to the Exchange Agent for exchange, together with a duly executed letter of transmittal in a form and such other documents as may be reasonably acceptable to Purchaser, required by the Exchange Agent or Parent: (A) the holder of such holder Company Stock Certificate shall be entitled to receive in exchange for each share therefor a certificate representing the number of whole shares of Parent Common Stock represented by that such surrendered Certificate a Pro Rata Share of holder has the Initial Distribution Amount right to Shareholders. The "Initial Distribution Amount" shall be the Total Shareholder Consideration less the Escrow Amount delivered to the Escrow Agent pursuant to Section 1.5. Promptly upon termination of each of the escrows receive pursuant to the terms provisions of this Agreement, each such Shareholder shall be entitled to receive his, her or its Pro Rata Share of the particular Escrow Amount distributed to Shareholders. The amounts so payable to a holder of a Certificate(s) shall be paid with a certificate for the number of shares of MW Common Stock having a value Section 1.5 (based on the MW Common Stock Value and rounded down to the nearest whole share) equal to the amount so due plus cash in lieu of any fractional shares share of Parent Common Stock) and the Contingent Value Right that such holder has the right to receive in respect of the amount of any unpaid dividends or other distributions payable on such shares of MW Company Common Stock with a record date after formerly represented by such Company Stock Certificate; and (B) the Effective Time. The Certificate(s) Company Stock Certificate so surrendered shall be canceled. Until so surrenderedsurrendered as contemplated by this Section 1.7(b), each Company Stock Certificate shall be deemed, for all corporate purposesfrom and after the Effective Time, to evidence represent only the right to receive the Merger Consideration deliverable shares of Parent Common Stock (and cash in respect thereof to which such Person is entitled pursuant to this Article 1lieu of any fractional share of Parent Common Stock) as contemplated by Section 1.5. A If any Company Stock Certificate surrendered will be registered shall have been lost, stolen or destroyed, Parent may, in the name of the beneficial owner of said Certificate (its discretion and as set forth in Schedule 2.2) in the event the voting trust to which such shareholder was a party is terminated prior to or at Closing.a

Surrender of Certificates. (a) At any time Concurrently with or prior to the Effective Time, Parent shall designate a bank or trust company located in the United States and reasonably acceptable to the Company to act as paying agent (the "Paying Agent") for purposes of making the cash payments contemplated by Section 2.06(a). As soon as practicable after the Effective Time, Parent shall or shall cause the Paying Agent to mail and/or make available to each holder of a certificate theretofore evidencing shares of Common Stock a notice and letter of transmittal advising such holder of the effectiveness of the Merger and the procedure for surrendering to the Paying Agent such certificate or certificates which immediately prior to the Effective Time upon represented outstanding Common Stock (the "Certificates") in exchange for the Merger Consideration deliverable in respect thereof pursuant to this Article II. Upon the surrender for cancellation to the Purchaser Paying Agent of the Certificate(s) held by any record holder of a Certificatesuch 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 in a form reasonably acceptable to Purchasertransmittal, such holder the Paying Agent shall be entitled to receive in exchange for each share of Common Stock represented by such surrendered Certificate a Pro Rata Share of the Initial Distribution Amount to Shareholders. The "Initial Distribution Amount" shall be the Total Shareholder Consideration less the Escrow Amount delivered promptly pay to the Escrow Agent pursuant to Person (as defined in Section 1.5. Promptly upon termination of each of 7.14 hereof) entitled thereto the escrows pursuant to the terms of this Agreement, each such Shareholder shall be entitled to receive his, her or its Pro Rata Share of the particular Escrow Amount distributed to Shareholders. The amounts so payable to a holder of a Certificate(s) shall be paid with a certificate for the number of shares of MW Common Stock having a value (based on the MW Common Stock Value and rounded down to the nearest whole share) equal to the amount so due plus cash Merger Consideration deliverable in lieu of fractional shares and in the amount of any unpaid dividends or other distributions payable on such shares of MW Common Stock with a record date after the Effective Time. The Certificate(s) so surrendered shall be canceledrespect thereof. Until so surrendered, each Certificate shall be deemed, for all corporate purposes, to evidence only the right to receive upon such surrender the Merger Consideration deliverable in respect thereof to which such Person is entitled pursuant to this Article 1II. A Certificate No interest shall be paid or accrued in respect of such cash payments. (b) If the Merger Consideration (or any portion thereof) is to be delivered to a Person other than the Person in whose name the Certificates surrendered will in exchange therefor are registered, it shall be registered in a condition to the name payment of the beneficial owner 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 said Certificate the foregoing or establish to the satisfaction of the Paying Agent that such taxes have been paid or are not required to be paid. (as set forth in Schedule 2.2c) in In the event any Certificate shall have been lost, stolen or destroyed, upon the voting trust making of an affidavit of that fact by the Person claiming such Certificate to which be lost, stolen or destroyed, the Paying Agent will issue in exchange for such shareholder was 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 party is terminated prior condition precedent to the payment thereof, give the Surviving Corporation a bond in such sum as it may direct or at Closingotherwise indemnify the Surviving Corporation in a manner satisfactory to it against any claim that may be made against the Surviving Corporation with respect to the Certificate claimed to have been lost, stolen or destroyed.

Surrender of Certificates. (a) At any time Promptly after the Effective Time upon surrender for cancellation Time, Parent shall deposit, or shall cause to be deposited, with Parent’s Corporate Secretary or a third party selected by Parent (the “Paying Agent”), cash sufficient to pay the cash consideration under Section 2.5(b) and (c). The cash amounts so deposited with the Paying Agent are referred to collectively as the “Payment Fund.” (b) As soon as reasonably practicable after the Effective Time, the Paying Agent shall mail to the Purchaser record holders of common stock and Series A Preferred Stock of Company (i) a letter of transmittal in customary form and containing such provisions as Parent may reasonably specify (including a provision confirming that delivery of stock certificates shall be effected, and risk of loss and title to stock certificates shall pass, only upon delivery of such stock certificates to the Certificate(sPaying Agent), and (ii) held by any record holder instructions for use in effecting the surrender of stock certificates in exchange for cash. Upon surrender to the Paying Agent of a Certificatestock certificate for common stock or Series A Preferred Stock of Company, together with a duly executed letter of transmittal in a form transmittal, and such other documents as may be reasonably acceptable to Purchaserrequired by the Paying Agent or Parent, (i) the holder of such holder stock certificate shall be entitled to receive in exchange for each share of Common Stock represented by therefor the cash consideration that such surrendered Certificate a Pro Rata Share of holder has the Initial Distribution Amount right to Shareholders. The "Initial Distribution Amount" shall be the Total Shareholder Consideration less the Escrow Amount delivered to the Escrow Agent pursuant to Section 1.5. Promptly upon termination of each of the escrows receive pursuant to the terms provisions of Section 2.5(b) or (c), and (ii) the stock certificate so surrendered shall be cancelled. Until surrendered as contemplated by this AgreementSection 2.7, each such Shareholder stock certificate shall be entitled to receive hisdeemed, her or its Pro Rata Share of the particular Escrow Amount distributed to Shareholders. The amounts so payable to a holder of a Certificate(s) shall be paid with a certificate for the number of shares of MW Common Stock having a value (based on the MW Common Stock Value from and rounded down to the nearest whole share) equal to the amount so due plus cash in lieu of fractional shares and in the amount of any unpaid dividends or other distributions payable on such shares of MW Common Stock with a record date after the Effective Time. The Certificate(s) so surrendered shall be canceled. Until so surrendered, each Certificate shall be deemed, for all corporate purposes, to evidence represent only the right to receive the Merger Consideration deliverable as contemplated by Section 2.5. If any stock certificate shall have been lost, stolen or destroyed, Parent may, in its discretion and as a condition precedent to the issuance of any Merger Consideration, require the owner of such lost, stolen or destroyed stock certificate to provide an 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 thereof to such stock certificate. In the event that any shares of common stock or preferred stock of Company to be exchanged hereunder secure any indebtedness owing to Company, the cash consideration which the holder of such shares is entitled to receive shall be reduced by the 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 Person holder is entitled to receive for the shares of common stock underlying such options shall be reduced by the amount of the exercise price of such options. (c) Any portion of the Payment Fund that remains undistributed to holders of stock certificates of Company as of the date 180 days after the Effective Time shall become the general funds of Parent. (d) The Paying Agent shall be entitled to deduct and withhold from any consideration payable or otherwise deliverable pursuant to this Article 1Agreement to any holder or former holder of common stock or preferred stock of Company 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. A Certificate surrendered will To the extent such amounts are so deducted or withheld, such amounts shall be registered in treated for all purposes under this Agreement as having been paid to the name Person to whom such amounts would otherwise have been paid. (e) Neither Parent nor the Surviving Corporation shall be liable to any holder or former holder of the beneficial owner common stock or preferred stock of said Certificate (as set forth in Schedule 2.2) in the event the voting trust Company or to which such shareholder was a party is terminated prior any other Person for any cash amounts delivered to any public official pursuant to any applicable abandoned property law, escheat law or at Closingsimilar Legal Requirement.

Surrender of Certificates. (a) At any time On or 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”). Promptly after the Effective Time upon surrender for cancellation Time, Parent shall deposit with the Payment Agent cash sufficient to pay the cash consideration payable pursuant to Section 1.5. The cash amount so deposited with the Payment Agent is referred to as the “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 Payment Agent will mail to the Purchaser Persons who were record holders of Company Stock Certificates immediately prior to the Certificate(sEffective Time: (i) held by any record holder a letter of transmittal 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 delivery of such Company Stock Certificates to the Payment Agent); and (ii) instructions for use in effecting the surrender of Company Stock Certificates in exchange for Merger Consideration. Upon surrender of a CertificateCompany Stock Certificate to the Payment Agent for exchange, together with a duly executed letter of transmittal in a form and such other documents as may be reasonably acceptable to Purchaser, required by the Payment Agent or Parent: (A) the holder of such holder Company Stock Certificate shall be entitled to receive in exchange for each share of Common Stock represented by therefor the dollar amount that such surrendered Certificate a Pro Rata Share of holder has the Initial Distribution Amount right to Shareholders. The "Initial Distribution Amount" shall be the Total Shareholder Consideration less the Escrow Amount delivered to the Escrow Agent pursuant to Section 1.5. Promptly upon termination of each of the escrows receive pursuant to the terms provisions of this Agreement, each such Shareholder shall be entitled to receive his, her or its Pro Rata Share of Section 1.5; and (B) the particular Escrow Amount distributed to Shareholders. The amounts so payable to a holder of a Certificate(s) shall be paid with a certificate for the number of shares of MW Common Company Stock having a value (based on the MW Common Stock Value and rounded down to the nearest whole share) equal to the amount so due plus cash in lieu of fractional shares and in the amount of any unpaid dividends or other distributions payable on such shares of MW Common Stock with a record date after the Effective Time. The Certificate(s) Certificate so surrendered shall be canceled. Until so surrenderedsurrendered as contemplated by this Section 1.7(b), each Company Stock Certificate shall be deemed, for all corporate purposesfrom and after the Effective Time, to evidence represent only the right to receive the Merger Consideration deliverable as contemplated by Section 1.5. If any Company Stock Certificate shall have been lost, stolen or destroyed, Parent may, in its discretion and as a condition precedent to the payment of any Merger Consideration with respect thereof to which the shares of Company Common Stock or shares of Company Series A Preferred Stock previously represented by such Person is Company Stock Certificate, require the owner of such lost, stolen or destroyed Company Stock Certificate to provide an 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. (c) Any portion of the Payment Fund that remains undistributed to holders of Company Stock Certificates as of the date 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 1.7 shall thereafter look only to Parent for satisfaction of their claims for Merger Consideration. (d) Each of the Payment Agent, Parent and the Surviving Corporation shall be entitled to deduct and withhold from any consideration payable pursuant to this Article 1Agreement to any holder of any Company Stock Certificate such amounts as Parent determines in good faith 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. A 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) Neither Parent nor the Surviving Corporation shall be liable to any holder of any Company Stock Certificate surrendered will be registered in the name of the beneficial owner of said Certificate (as set forth in Schedule 2.2) in the event the voting trust or to which such shareholder was a party is terminated prior any other Person with respect to any Merger Consideration delivered to any public official pursuant to any applicable abandoned property law, escheat law or at Closingsimilar Legal Requirement.

Surrender of Certificates. Prior to the Effective Time, NHancement shall designate its transfer agent to act as the exchange agent (athe "EXCHANGE AGENT") At any time in the Merger. Promptly after the Effective Time, NHancement shall make available to the Exchange Agent for exchange in accordance with this Section 1.7, the aggregate number of shares, and warrants to purchase shares, of NHancement Common Stock issuable pursuant to Section 1.5 in exchange for all issued and outstanding shares of Trimark Capital Stock. Promptly after the Effective Time, the Surviving Corporation shall cause to be mailed to each holder of record of a certificate or certificates (the "CERTIFICATES") which immediately prior to the Effective Time represented outstanding shares of Trimark Capital Stock whose shares were converted and to the right to receive shares of NHancement Common Stock and Warrant pursuant to Section 1.5, (i) a letter of transmittal (which shall specify that delivery shall be effected, and the risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Agent and shall be in such form and shall have such other provisions as NHancement may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for certificates representing shares of NHancement Common Stock and Warrants. Upon surrender of a Certificate for cancellation to the Purchaser of the Certificate(s) held by any record holder of a Certificate, Exchange Agent together with a duly executed such letter of transmittal duly completed and validly executed in a form reasonably acceptable to Purchaseraccordance with the instructions thereto, such the holder of Certificate shall be entitled to receive in exchange for each share of Common Stock represented by such surrendered Certificate a Pro Rata Share of the Initial Distribution Amount to Shareholders. The "Initial Distribution Amount" shall be the Total Shareholder Consideration less the Escrow Amount delivered to the Escrow Agent pursuant to Section 1.5. Promptly upon termination of each of the escrows pursuant to the terms of this Agreement, each such Shareholder shall be entitled to receive his, her or its Pro Rata Share of the particular Escrow Amount distributed to Shareholders. The amounts so payable to a holder of a Certificate(s) shall be paid with therefor a certificate for representing the number of whole shares of MW NHancement Common Stock having a value (based on the MW Common Stock Value and rounded down to the nearest whole share) equal to the amount so due plus cash in lieu of fractional shares and Warrants in accordance with Section 1.5, to which such holder is entitled pursuant to Section 1.5, and the amount of any unpaid dividends or other distributions payable on such shares of MW Common Stock with a record date after the Effective Time. The Certificate(s) Certificate so surrendered shall forthwith be canceled. Until so surrendered, each outstanding Certificate shall that, prior to the Effective Time, represented shares of Trimark Capital Stock will be deemeddeemed from and after the Effective Time, for all corporate purposes, to evidence only 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 the Merger Consideration deliverable an amount in respect thereof to which such Person is entitled pursuant to this Article 1. A Certificate surrendered will be registered cash in the name lieu of the beneficial owner issuance of said Certificate (as set forth any fractional shares in Schedule 2.2) in the event the voting trust to which such shareholder was a party is terminated prior to or at Closingaccordance with Section 1.5.

Surrender of Certificates. (a) On or prior to the Closing Date, 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, Meerkat shall deposit with the Exchange Agent: (i) evidence of book-entry shares representing the 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 Meerkat Common Stock and cash amounts so deposited with the Exchange Agent, together with any time 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 upon surrender for cancellation Time, the Parties shall cause the Exchange Agent to mail to the Purchaser Persons who were record holders of shares of Company Capital Stock that were converted into the Certificate(sright to receive the Merger Consideration: (i) held by any record holder a letter of transmittal in customary form and containing such provisions as 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 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 Meerkat Common Stock. Upon surrender of a CertificateCompany Stock Certificate to the Exchange Agent for exchange, together with a duly executed letter of transmittal in a form and such other documents as may be reasonably acceptable to Purchaser, required by the Exchange Agent or Meerkat: (A) the holder of such holder Company Stock Certificate shall be entitled to receive in exchange for each share therefor book-entry shares representing the Merger Consideration (in a number of whole shares of Meerkat Common Stock represented by Stock) that such surrendered Certificate a Pro Rata Share of holder has the Initial Distribution Amount right to Shareholders. The "Initial Distribution Amount" shall be the Total Shareholder Consideration less the Escrow Amount delivered to the Escrow Agent pursuant to Section 1.5. Promptly upon termination of each of the escrows receive pursuant to the terms provisions of this Agreement, each such Shareholder shall be entitled to receive his, her or its Pro Rata Share of the particular Escrow Amount distributed to Shareholders. The amounts so payable to a holder of a Certificate(sSection 1.5(a) shall be paid with a certificate for the number of shares of MW Common Stock having a value (based on the MW Common Stock Value and rounded down to the nearest whole share) equal to the amount so due plus 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 Meerkat Common Stock representing the Merger Consideration (and cash in the amount lieu of any unpaid fractional share of Meerkat Common Stock). If any Company Stock Certificate shall have been lost, stolen or destroyed, Meerkat may, in its discretion and as a condition precedent to the delivery of any shares of 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 and post a bond indemnifying Meerkat against any claim suffered by Meerkat related to the lost, stolen or destroyed Company Stock Certificate or any Meerkat Common Stock issued in exchange therefor as Meerkat may reasonably request. (c) No dividends or other distributions payable on such shares of MW declared or made with respect to Meerkat Common Stock with a record date after the Effective Time. The Certificate(s) so surrendered Time shall be canceled. Until so surrendered, each paid to the holder of any unsurrendered Company Stock Certificate shall be deemed, for all corporate purposes, with respect to evidence only the shares of Meerkat Common Stock that such holder has the right to receive in the Merger Consideration until such holder surrenders such Company Stock Certificate or provides an affidavit of loss or destruction in lieu thereof in accordance with this Section 1.8 (at which time 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 180 days after the Closing Date shall be delivered to 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 Meerkat for satisfaction of their claims for Meerkat Common Stock, cash in lieu of fractional shares of Meerkat Common Stock and any dividends or distributions with respect to shares of 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 in respect thereof to which such Person is entitled pursuant to this Article 1Agreement 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. A 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 to this Agreement shall be liable to any holder of any Company Stock Certificate surrendered will be registered in the name or to any other Person with respect to any shares of the beneficial owner of said Certificate Meerkat Common Stock (as set forth in Schedule 2.2or dividends or distributions with respect thereto) in the event the voting trust or for any cash amounts delivered to which such shareholder was a party is terminated prior any public official pursuant to any applicable abandoned property law, escheat law or at Closingsimilar Law.

Surrender of Certificates. (a) At 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 time after certificates that immediately prior to the Effective 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 for cancellation 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 Purchaser satisfaction of Parent that any such Taxes have already been paid or are not applicable. (c) At the Effective Time, the stock transfer books of the Certificate(s) held by any record holder of a Certificate, together with a duly executed letter of transmittal in a form reasonably acceptable to Purchaser, such holder Company shall be entitled to receive in exchange for each share closed and there shall be no further registration of transfers of the shares of Common Stock represented by such surrendered Certificate a Pro Rata Share or Preferred Stock that were outstanding immediately prior to the Effective Time. (d) None of the Initial Distribution Amount to Shareholders. The "Initial Distribution Amount" Paying Agent, Parent or the Surviving Corporation shall be the Total Shareholder Consideration less the Escrow Amount delivered liable to any holder of Certificates for any amount properly paid to a public official under any applicable abandoned property, escheat or similar Legal Requirements. (e) Prior to the Escrow Effective Time, Parent shall enter into a paying agent agreement (the “Paying Agent pursuant to Section 1.5. Promptly upon termination of each of Agreement”) with a third party paying agent (the escrows pursuant “Paying Agent”) and at the Effective Time, Parent shall provide funds to the terms Paying Agent in an amount equal to product of this Agreement, each such Shareholder shall be entitled to receive his, her or its Pro Rata (i) the Per Share of the particular Escrow Amount distributed to Shareholders. The amounts so payable to a holder of a Certificate(sMerger Consideration and (ii) shall be paid with a certificate for the number of shares of MW Common Stock having and Preferred Stock outstanding as of the Closing Date. Such funds provided to the Paying Agent are referred to as the “Payment Fund.” (f) At or prior to the Effective Time, the Company will mail or will cause to be mailed to each holder of Certificates, a value letter of transmittal (based on the MW “Letter of Transmittal”) which shall specify that delivery shall be effected, and risk of loss and title to any certificate shall pass only upon proper delivery of the Certificates (or the affidavit contemplated by subsection (g)), together with such Letter of Transmittal properly completed and duly executed, to the Paying Agent and instructions for use in surrendering such Certificates and receiving the Per Share Merger Consideration, if any, in respect of the Common Stock Value or Preferred Stock evidenced thereby. Upon the surrender of each such Certificate (or the affidavit contemplated by subsection (g)) and rounded down to a properly completed and executed Letter of Transmittal, the nearest whole sharePaying Agent shall pay the holder of such Certificate (out of the Payment Fund) an amount equal to the amount so due plus cash product of (i) the Per Share Merger Consideration and (ii) the number of shares delivered to the Paying Agent by such stockholder (or the number of shares covered by the affidavit contemplated by subsection (g)) in lieu of fractional shares consideration therefor, and in the amount of any unpaid dividends or other distributions payable on such shares of MW Common Stock with a record date after the Effective Time. The Certificate(s) so surrendered shall forthwith be canceledcancelled. Until so surrendered, each such Certificate (other than Certificates representing Dissenting Shares, as described below) shall be deemed, for all corporate purposes, to evidence only represent solely the right to receive the Per Share Merger Consideration, if any, relating thereto. No interest shall accrue or be paid on any amount payable upon surrender of Certificates. Any amounts paid upon or following the surrender of any Certificate shall be deemed to have been paid in full satisfaction of all rights pertaining to that Certificate and the shares of Common Stock and/or Preferred Stock formerly represented by it. (g) If any Certificate is lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person claiming such Certificate to be lost, stolen or destroyed and the 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 of such Certificate, the Paying Agent shall pay the applicable Per Share Merger Consideration deliverable to such Person in exchange for such affidavit in respect thereof to which of such Person is entitled pursuant to this Article 1. A Certificate surrendered will be registered in the name of the beneficial owner of said Certificate (as set forth in Schedule 2.2) in the event the voting trust to which such shareholder was a party is terminated prior to lost, stolen or at Closingdestroyed Certificate.

Surrender of Certificates. (a) At any time Prior to the Effective Time, the Parent shall designate a bank or trust company located in the United States to act as paying agent (the “Paying Agent”) 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 Parent shall cause the Paying Agent to mail and/or make available to each record holder of a certificate theretofore evidencing shares of Common Stock (other than Excluded Shares) a notice and letter of transmittal in customary form advising such record holder of the effectiveness of the Merger and the procedure for surrendering to the Paying Agent such certificate or certificates which immediately prior to the Effective Time upon represented outstanding Common Stock (the “Certificates”) in exchange for the Merger Consideration deliverable in respect thereof pursuant to this Article II. Upon the surrender for cancellation to the Purchaser Paying Agent of the Certificate(s) held by any record holder of a Certificatesuch 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 transmittal, the Parent shall cause (i) the Paying Agent to promptly pay to the Person entitled thereto an amount equal to the product of (A) the Initial Merger Consideration and (B) the number of shares of Common Stock represented 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 a book entry form reasonably acceptable to Purchaser, such holder shall be entitled to receive in exchange for each share of Common Stock represented by such surrendered Certificate a Pro Rata Share of the Initial Distribution Amount to Shareholders. The "Initial Distribution Amount" shall be the Total Shareholder Consideration less the Escrow Amount delivered to the Escrow Agent pursuant to Section 1.5. Promptly upon termination of each of the escrows pursuant to the terms of this Agreement, each such Shareholder shall be entitled to receive his, her or its Pro Rata Share of the particular Escrow Amount distributed to Shareholders. The amounts so payable to a holder of a Certificate(s) shall be paid with a certificate for the number of shares of MW Common Stock having a value (based on the MW Common Stock Value and rounded down to the nearest whole share) equal to the amount so due plus cash in lieu of fractional shares and in the amount of any unpaid dividends or other distributions payable on such shares of MW Common Stock with a record date after the Effective Time. The Certificate(s) so surrendered shall be canceledCertificates. Until so surrendered, each Certificate shall be deemed, for all corporate purposes, to evidence only the right to receive upon such surrender the Merger Consideration deliverable in respect thereof to which such Person is entitled pursuant to this Article 1II. A No interest shall be paid or accrued in respect of such cash payments. (b) If any 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 surrendered will shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person claiming such Certificate to be registered lost, stolen or destroyed, the Paying Agent shall issue in exchange for such lost, stolen or destroyed Certificate the Merger Consideration deliverable in respect thereof as determined in accordance with this Article II; provided, that 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 name sole discretion of the beneficial owner of said Surviving Corporation, otherwise indemnify the Surviving Corporation in a manner satisfactory to it against any Claim that may be made against the Surviving Corporation with respect to the Certificate (as set forth in Schedule 2.2) in the event the voting trust claimed to which such shareholder was a party is terminated prior to have been lost, stolen or at Closingdestroyed.

Surrender of Certificates. (a) At any time after After the Effective Time, each holder of shares of Dynamotion Common Stock outstanding immediately before the Effective Time (other than Dissenting Shares), upon surrender to ESI or its agent designated for cancellation such purpose of a certificate or certificates formerly representing such shares (or a certificate for shares of Class A Stock or Class B Cumulative Convertible Preferred Shares of Dynamotion, $0.01 per share par value ("Class B Stock"), that have been converted into shares of Dynamotion Common Stock pursuant to the Purchaser of the Certificate(sConversion Proposal) held by any record holder of a Certificate, together with a duly executed letter of transmittal in a form reasonably acceptable to Purchaser, such holder shall will be entitled to receive in exchange for each share of Common Stock represented by such surrendered Certificate a Pro Rata Share of the Initial Distribution Amount to Shareholders. The "Initial Distribution Amount" shall be the Total Shareholder Consideration less the Escrow Amount delivered to the Escrow Agent pursuant to Section 1.5. Promptly upon termination of each of the escrows pursuant to the terms of this Agreement, each such Shareholder shall be entitled to receive his, her or its Pro Rata Share of the particular Escrow Amount distributed to Shareholders. The amounts so payable to a holder of a Certificate(s(a) shall be paid with a certificate for representing the number of shares of MW ESI Common Stock having a value (based on the MW Common Stock Value and rounded down to the nearest whole share) equal to the amount so due plus cash in lieu of fractional shares and in the amount of any unpaid dividends or other distributions payable on into which such shares of MW Dynamotion Common Stock with have been converted pursuant to the provisions of Section 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 (b) subject to Section 6.3 and the provisions of the Escrow Agreement (as defined in Section 2.2), a record date after certificate representing the Effective Timeshares of ESI Common Stock determined to be Escrowed Property. The Certificate(s) If any certificate for shares of ESI 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 of the issuance thereof that the certificate so surrendered shall be canceledproperly endorsed and otherwise in proper form for transfer and that the person requesting such exchange pay to ESI or its agent designated for such purpose any transfer or other taxes required or establish to the reasonable satisfaction of ESI or its agent that such tax has been paid or is not payable. Until so surrenderedIf any holder of shares of Dynamotion Common Stock canceled and retired in accordance with this Agreement is unable to deliver a certificate or certificates representing such shares, each Certificate shall be deemedESI, for all corporate purposesin 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 evidence only such holder the right to receive the Merger Consideration deliverable in respect thereof number of shares of ESI Common Stock to which such Person holder is entitled in accordance with the provisions of 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 certificate for exchange pursuant to this Article 1. A Certificate surrendered will Agreement; and (ii) such security or indemnity as may be registered in the name of the beneficial owner of said Certificate (as set forth in Schedule 2.2) in the event the voting trust reasonably requested by ESI to which indemnify and hold ESI and its transfer agent harmless with respect to such shareholder was a party is terminated prior to or at Closingexchange.

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 time 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 upon surrender for cancellation Time, the Parties shall cause the Exchange Agent to mail to the Purchaser Persons who were record holders of shares of Company Capital Stock that were converted into the Certificate(sright to receive the Merger Consideration: (i) held by any record holder 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. Upon surrender of a CertificateCompany Stock Certificate to the Exchange Agent for exchange, together with a duly executed letter of transmittal in and such other documents as may be reasonably required by the Exchange Agent or Parent (including a form reasonably acceptable to Purchaserproperly completed IRS Form W-9 or the appropriate version of IRS Form W-8, as applicable): (A) the holder of such holder Company Stock Certificate shall be entitled to receive in exchange for each share therefor book-entry shares representing the Merger Consideration (in a number of whole shares of Parent Common Stock represented by Stock) that such surrendered Certificate a Pro Rata Share of holder has the Initial Distribution Amount right to Shareholders. The "Initial Distribution Amount" shall be the Total Shareholder Consideration less the Escrow Amount delivered to the Escrow Agent pursuant to Section 1.5. Promptly upon termination of each of the escrows receive pursuant to the terms provisions of this Agreement, each such Shareholder shall be entitled to receive his, her or its Pro Rata Share of Section 1.5(a); and (B) the particular Escrow Amount distributed to Shareholders. The amounts so payable to a holder of a Certificate(s) shall be paid with a certificate for the number of shares of MW Common Company Stock having a value (based on the MW Common Stock Value and rounded down to the nearest whole share) equal to the amount so due plus cash in lieu of fractional shares and in the amount of any unpaid dividends or other distributions payable on such shares of MW Common Stock with a record date after the Effective Time. The Certificate(s) Certificate so surrendered shall be canceled. Until so surrenderedsurrendered as contemplated by this Section 1.8(b), each Company Stock Certificate shall be deemed, for all corporate purposesfrom and after the Effective Time, to evidence 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 deliverable 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 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 which 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 is entitled 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 Article 1. A Certificate surrendered 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 registered in reflected on the name books and records of the beneficial owner of said Certificate (transfer agent for Parent Common Stock with respect to book-entry shares, in each case reading substantially as set forth in Schedule 2.2) in the event the voting trust to which such shareholder was a party is terminated prior to or at Closingfollows: “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: (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 time 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 upon surrender for cancellation Time, the Parties shall cause the Exchange Agent to mail to the Purchaser Persons who were record holders of shares of Company Capital Stock that were converted into the Certificate(sright to receive the Merger Consideration: (i) held by any record holder 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. Upon surrender of a CertificateCompany Stock Certificate to the Exchange Agent for exchange, together with a duly executed letter of transmittal in a form and such other documents as may be reasonably acceptable to Purchaser, required by the Exchange Agent or Parent: (A) the holder of such holder Company Stock Certificate shall be entitled to receive in exchange for each share therefor a certificate or certificates or book-entry shares representing the Merger Consideration (in a number of whole shares of Parent Common Stock represented by Stock) that such surrendered Certificate a Pro Rata Share of holder has the Initial Distribution Amount right to Shareholders. The "Initial Distribution Amount" shall be the Total Shareholder Consideration less the Escrow Amount delivered to the Escrow Agent pursuant to Section 1.5. Promptly upon termination of each of the escrows receive pursuant to the terms provisions of this Agreement, each such Shareholder shall be entitled to receive his, her or its Pro Rata Share of the particular Escrow Amount distributed to Shareholders. The amounts so payable to a holder of a Certificate(sSection 1.5(a) shall be paid with a certificate for the number of shares of MW Common Stock having a value (based on the MW Common Stock Value and rounded down to the nearest whole share) equal to the amount so due plus cash in lieu of any fractional shares and in the amount share of any unpaid dividends or other distributions payable on such shares of MW Parent Common Stock with a record date after pursuant to the Effective Time. The Certificate(sprovisions of Section 1.5(c)); and (B) the Company Stock Certificate so surrendered shall be canceled. Until so surrenderedsurrendered as contemplated by this Section 1.7(b), each Company Stock Certificate shall be deemed, for all corporate purposesfrom and after the Effective Time, to evidence represent only the right to receive a certificate or certificates or book-entry shares of Parent Common Stock representing the Merger Consideration (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 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. 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 1.7(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 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 Stock Certificates as of the date that is one 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 1.7 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 in respect thereof to which such Person is entitled pursuant to this Article 1Agreement 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. A Certificate surrendered will be registered in the name Each of the beneficial owner 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 said 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 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 (as set forth in Schedule 2.2or dividends or distributions with respect thereto) in the event the voting trust or for any cash amounts delivered to which such shareholder was a party is terminated prior any public official pursuant to any applicable abandoned property Law, escheat Law or at Closingsimilar Law.

Surrender of Certificates. (a) 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: (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 time 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 upon surrender for cancellation Time, the Parties shall cause the Exchange Agent to mail to the Purchaser Persons who were record holders of shares of Company 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 thereto shall pass, only upon proper delivery of such Company Stock Certificates or transfer of the Certificate(sBook-Entry Shares to the Exchange Agent); and (ii) held by any record holder instructions for effecting the surrender of Company Stock Certificates or transfer of Book-Entry Shares in exchange for shares of Parent Common Stock. Upon surrender of a CertificateCompany Stock Certificate or transfer of Book-Entry Share to the Exchange Agent for exchange, together with a duly executed letter of transmittal in a form and such other documents as may be reasonably acceptable to Purchaser, required by the Exchange Agent or Parent: (A) the holder of such holder Company Stock Certificate or Book-Entry Share shall be entitled to receive in exchange for each 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 Consideration (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 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 Common Stock formerly represented by such surrendered Certificate Company Stock Certificates or Book-Entry Shares. (c) No dividends or other distributions declared or made with respect to Parent Common Stock with a Pro Rata Share of record date on or after the Initial Distribution Amount to Shareholders. The "Initial Distribution Amount" shall be the Total Shareholder Consideration less the Escrow Amount delivered to the Escrow Agent pursuant to Section 1.5. Promptly upon termination of each of the escrows pursuant to the terms of this Agreement, each such Shareholder shall be entitled to receive his, her or its Pro Rata Share of the particular Escrow Amount distributed to Shareholders. The amounts so payable to a holder of a Certificate(s) Effective Time shall be paid to the holder of any unsurrendered Company Stock Certificate or Book-Entry Shares with a certificate for respect to the number 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 or destruction in lieu thereof in accordance with this Section 1.8 (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 unclaimed by holders of shares of MW Company Common Stock having a value as of the date that is one hundred eighty (based on 180) days after the MW 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 Value and rounded down to the nearest whole share) equal to the amount so due plus Stock, cash in lieu of fractional shares of Parent Common Stock and in the amount of any unpaid dividends or other distributions payable on such with respect to shares of MW Parent Common Stock. (e) No Party shall be liable to any holder of shares of Company Common Stock or to any other Person with a record date after the Effective Time. The Certificate(srespect to any shares of Parent Common Stock (or dividends or distributions with respect thereto) so surrendered shall be canceled. Until so surrendered, each Certificate shall be deemed, or for all corporate purposes, any cash amounts delivered to evidence only the right to receive the Merger Consideration deliverable in respect thereof to which such Person is entitled any public official pursuant to this Article 1. A Certificate surrendered will be registered in the name of the beneficial owner of said Certificate (as set forth in Schedule 2.2) in the event the voting trust to which such shareholder was a party is terminated prior to any applicable abandoned property Law, escheat Law or at Closingsimilar Law.

Surrender of Certificates. (a) At any time Prior to the mailing of the Proxy Statement, Parent shall select a reputable 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. Promptly after the Effective Time, Parent shall, and, if necessary, shall cause the Surviving Corporation to, deposit with the Exchange Agent cash sufficient to make the payments required pursuant to Section 1.5(a). The cash amounts so deposited with the Exchange Agent are referred to collectively as the “Exchange Fund.” (b) Promptly after the Effective Time upon surrender for cancellation (but in no event later than five (5) Business Days after the Effective Time), the Exchange Agent will mail to the Purchaser Persons who were record holders of Company Stock Certificates immediately prior to the Certificate(sEffective Time: (i) held by any record holder 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 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 Merger Consideration. Upon surrender of a CertificateCompany Stock Certificate to the Exchange Agent for exchange, together with a duly executed letter of transmittal in a form and such other documents as may be reasonably acceptable to Purchaser, required by the Exchange Agent or Parent: (A) the holder of such holder Company Stock Certificate shall be entitled to receive in exchange for each share of Common Stock represented by therefor the cash payment that such surrendered Certificate a Pro Rata Share of holder has the Initial Distribution Amount right to Shareholders. The "Initial Distribution Amount" shall be the Total Shareholder Consideration less the Escrow Amount delivered to the Escrow Agent receive pursuant to Section 1.5. Promptly upon termination 1.5(a) (provided that if the aggregate amount of each such payment would require the payment of a fraction of a cent, the escrows pursuant amount to be paid shall be rounded up to the terms of this Agreement, each such Shareholder shall be entitled to receive his, her or its Pro Rata Share of next whole cent); and (B) the particular Escrow Amount distributed to Shareholders. The amounts so payable to a holder of a Certificate(s) shall be paid with a certificate for the number of shares of MW Common Company Stock having a value (based on the MW Common Stock Value and rounded down to the nearest whole share) equal to the amount so due plus cash in lieu of fractional shares and in the amount of any unpaid dividends or other distributions payable on such shares of MW Common Stock with a record date after the Effective Time. The Certificate(s) Certificate so surrendered shall be canceled. Until so surrenderedsurrendered as contemplated by this Section 1.7(b), each Company Stock Certificate shall be deemed, for all corporate purposesfrom and after the Effective Time, to evidence represent only the right to receive a 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 discretion and as a condition precedent to the delivery of any Merger Consideration with respect to the shares of Company Common Stock previously represented by such Company Stock Certificate, require the owner of such lost, stolen or destroyed Company Stock Certificate to provide an 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. (c) Any portion of the Exchange Fund that remains undistributed to holders of Company Stock Certificates as of the date 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 1.7 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 and the Surviving Corporation shall be entitled to deduct and withhold from any consideration deliverable in respect thereof to which such Person is entitled pursuant to this Article 1Agreement to any holder of any Company Stock 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 provision of state, local or foreign Tax law or under any other applicable Legal Requirement. A 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) Neither Parent nor the Surviving Corporation shall be liable to any holder of any Company Stock Certificate surrendered will or to any other Person with respect to any cash amounts, delivered to any public official pursuant to any applicable abandoned property law, escheat law or similar Legal Requirement. (f) All transfer, stamp, documentary and similar Taxes incurred in connection with this Agreement and the Contemplated Transactions shall be registered in the name responsibility of the beneficial owner holders of said Certificate (as set forth in Schedule 2.2) in the event the voting trust to which such shareholder was a party is terminated prior to or at ClosingCompany Stock Certificates, unless otherwise required by any applicable Legal Requirement.

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: (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 time 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 upon surrender for cancellation Time, the Parties shall cause the Exchange Agent to mail to the Purchaser Persons who were record holders of shares of Company Capital Stock that were converted into the Certificate(sright to receive the Merger Consideration: (i) held by any record holder 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. Upon surrender of a CertificateCompany Stock Certificate to the Exchange Agent for exchange, together with a duly executed letter of transmittal in a form and such other documents as may be reasonably acceptable to Purchaser, required by the Exchange Agent or Parent: (A) the holder of such holder Company Stock Certificate shall be entitled to receive in exchange for each share therefor a certificate or certificates or book-entry shares representing the Merger Consideration (in a number of whole shares of Parent Common Stock represented by Stock) that such surrendered Certificate a Pro Rata Share of holder has the Initial Distribution Amount right to Shareholders. The "Initial Distribution Amount" shall be the Total Shareholder Consideration less the Escrow Amount delivered to the Escrow Agent pursuant to Section 1.5. Promptly upon termination of each of the escrows receive pursuant to the terms provisions of this Agreement, each such Shareholder shall be entitled to receive his, her or its Pro Rata Share of the particular Escrow Amount distributed to Shareholders. The amounts so payable to a holder of a Certificate(sSection 1.5(a) shall be paid with a certificate for the number of shares of MW Common Stock having a value (based on the MW Common Stock Value and rounded down to the nearest whole share) equal to the amount so due plus cash in lieu of any fractional shares and in the amount share of any unpaid dividends or other distributions payable on such shares of MW Parent Common Stock with a record date after pursuant to the Effective Time. The Certificate(sprovisions of Section 1.5(c)); and (B) the Company Stock Certificate so surrendered shall be canceled. Until so surrenderedsurrendered as contemplated by this Section 1.7(b), each Company Stock Certificate shall be deemed, for all corporate purposesfrom and after the Effective Time, to evidence represent only the right to receive a certificate or certificates or book-entry shares of Parent Common Stock representing the Merger Consideration (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 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 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 1.7(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 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 Stock Certificates as of the date that is one 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 1.7 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 in respect thereof to which such Person is entitled pursuant to this Article 1Agreement 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. A 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 to this Agreement shall be liable to any holder of any Company Stock Certificate surrendered will be registered in the name or to any other Person with respect to any shares of the beneficial owner of said Certificate Parent Common Stock (as set forth in Schedule 2.2or dividends or distributions with respect thereto) in the event the voting trust or for any cash amounts delivered to which such shareholder was a party is terminated prior any public official pursuant to any applicable abandoned property Law, escheat Law or at Closingsimilar Law.

Surrender of Certificates. (aSubject to Paragraph 4(e) At any time after hereof, prior to the Effective Time upon surrender for cancellation Date, the MBFI Parties shall cause the Exchange Agent to the Purchaser of the Certificate(s) held by any record holder of mail to each Stockholder a Certificate, together with a duly executed letter of transmittal in a form reasonably acceptable to Purchasertransmittal, such holder which among other matters shall be entitled to receive specify how the surrender of Seller Common stock certificates in exchange for each share the Merger Consideration shall be effected (the "Letter of Transmittal"). There shall be no obligation to deliver the Merger Consideration in respect of any shares of Seller Common Stock represented until (and then only to the extent that) the holder thereof surrenders the holder's certificate evidencing the shares of Seller Common for exchange as provided in this Paragraph 4, or, in lieu thereof, delivers to the Exchange Agent an appropriate affidavit of loss and an indemnity agreement, secured by such surrendered Certificate a Pro Rata Share surety bond issued by a well-recognized surety company reasonably satisfactory to the MBFI Parties, in an amount equal to one hundred fifty percent (150%) of the Initial Distribution Amount value of the shares evidenced by the missing certificate, as may be required in any such case by the MBFI Parties in their reasonable discretion (which discretion the MBFI Parties may delegate to Shareholdersthe Exchange Agent). The "Initial Distribution Amount" If any payment of Merger Consideration for shares of Seller Common is to be made in a name other than that in which the certificate for Seller Common surrendered for exchange is registered, it shall be the Total Shareholder Consideration less the Escrow Amount delivered a condition to the Escrow Agent pursuant to Section 1.5. Promptly upon termination of each of payment that the escrows pursuant to the terms of this Agreement, each such Shareholder shall be entitled to receive his, her or its Pro Rata Share of the particular Escrow Amount distributed to Shareholders. The amounts so payable to a holder of a Certificate(s) shall be paid with a certificate for the number of shares of MW Common Stock having a value (based on the MW Common Stock Value and rounded down to the nearest whole share) equal to the amount so due plus cash in lieu of fractional shares and in the amount of any unpaid dividends or other distributions payable on such shares of MW Common Stock with a record date after the Effective Time. The Certificate(s) so surrendered shall be canceled. Until so properly endorsed or otherwise in proper form for 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 having an office in the United States, and that the person requesting the payment shall either (i) 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, each Certificate or (ii) establish to the reasonable satisfaction of the Exchange Agent that such taxes have been paid or are not payable. From and after the Effective Date, there shall be deemed, no transfers on the stock transfer books of Seller of any shares of Seller Common outstanding immediately prior to the Effective Date and any such shares of Seller Common presented to the Exchange Agent shall be cancelled in exchange for all corporate purposes, to evidence only the right to receive the aggregate Merger Consideration deliverable payable with respect thereto as provided in respect thereof to which such Person is entitled pursuant to this Article 1. A Certificate surrendered will be registered in the name of the beneficial owner of said Certificate (as set forth in Schedule 2.2) in the event the voting trust to which such shareholder was a party is terminated prior to or at ClosingParagraph 3 hereof.

Surrender of Certificates. (a) Prior to the Closing Date, CGI and the Company shall agree upon and select a reputable bank, transfer agent or trust company to act as exchange agent in the Merger, which shall be Continental Stock Transfer & Trust Company, CGI’s transfer agent, unless otherwise mutually agreed by the Parties (the “Exchange Agent”). At or promptly following the Effective Time, CGI shall deposit with or otherwise make available to the Exchange Agent, in trust for the benefit of the holders of Company Common Stock, the Merger Shares issuable pursuant to Section 1.5 in exchange for the outstanding shares of Company Common Stock pursuant to this Section 1.7. The shares of CGI Common Stock and any time dividends or distributions received by the Exchange Agent with respect to such shares are referred to collectively as the “Exchange Fund.” (b) Promptly, and in any event within five Business Days, after the Effective Time upon surrender for cancellation Time, the Parties shall cause the Exchange Agent to mail to Persons who were holders of record of Company Stock Certificates immediately prior to the Purchaser Effective Time: (i) a letter of transmittal in customary form and containing such provisions as CGI may reasonably specify (including, if applicable, 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 delivery of such Company Stock Certificates to the Certificate(sExchange Agent) held by any record holder (a “Letter of Transmittal”); and (ii) instructions for effecting the surrender of Company Stock Certificates (or if required in accordance with the last sentence of this Section 1.5(b), affidavits of loss in lieu thereof), if applicable, in exchange for CGI Common Stock in uncertificated book-entry form. Upon submission to the Exchange Agent of a Certificateduly executed Letter of Transmittal, together with a duly executed letter valid surrender of transmittal a Company Stock Certificate (or an affidavit of loss in a form lieu thereof), if applicable, and such other documents as may be reasonably acceptable to Purchaser, required by the Exchange Agent or CGI: (A) the holder of such holder Company Common Stock and/or Company Preferred Stock shall be entitled to receive in exchange for each therefor the number of whole shares of CGI Common Stock that such holder has the right to receive (and cash in lieu of any fractional share of CGI Common Stock represented by such surrendered Certificate a Pro Rata Share of the Initial Distribution Amount to Shareholders. The "Initial Distribution Amount" shall be the Total Shareholder Consideration less the Escrow Amount delivered to the Escrow Agent pursuant to Section 1.5. Promptly upon termination of each of the escrows Stock) pursuant to the terms provisions of Section 1.5; and (B) any Company Stock Certificate so surrendered shall be canceled. Until surrendered as contemplated by this Section 1.7(b), each Company Stock Certificate shall be deemed, from and after the Effective Time, to represent only the right to receive whole shares of CGI Common Stock (and cash in lieu of any fractional share of CGI Common Stock). If any Company Stock Certificate shall have been lost, stolen or destroyed, CGI may, in its discretion and as a condition precedent to the delivery of any shares of CGI 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 in a form reasonably satisfactory to CGI and the Exchange Agent and post a bond indemnifying CGI against any claim suffered by CGI related to the lost, stolen or destroyed Company Stock Certificate or any CGI Common Stock issued in exchange therefor as CGI may reasonably request. In consideration of, among other things, the entry into this Agreement by CGI, the Company, and Merger Sub and the consummation of the Contemplated Transactions and each Company Common Stock holder’s and Company Warrant holder’s entitlement to receive the Merger Consideration payable pursuant to this Agreement, each such Shareholder holder of Company Common Stock and Company Warrant shall execute and deliver to CGI a release in the form set forth in the Letter of Transmittal, which obligation may be satisfied by the execution and delivery of the Letter of Transmittal in accordance with this Section 1.7(b) (the “LOT Release”). The LOT Release shall be entitled to receive his, her or its Pro Rata Share effective as of the particular Escrow Amount distributed to Shareholders. The amounts so payable to a holder of a Certificate(s) Effective Time and shall be paid with a certificate for condition precedent to such holder’s receipt of the number of shares of MW Common Stock having a value Merger Consideration pursuant to this Agreement. (based on the MW Common Stock Value and rounded down to the nearest whole sharec) equal to the amount so due plus cash in lieu of fractional shares and in the amount of any unpaid No dividends or other distributions payable on such shares of MW declared or made with respect to CGI Common Stock with a record date after the Effective Time. The Certificate(s) so surrendered Time shall be canceled. Until so surrendered, each paid to the holder of any unsurrendered Company Stock Certificate shall be deemed, for all corporate purposes, with respect to evidence only the shares of CGI Common Stock that such holder has the right to receive in the Merger Consideration deliverable until such holder surrenders such Company Stock Certificate (or complies with the lost stock certificate provisions) in accordance with this Section 1.7 (at which time such holder shall be entitled, subject to the effect of applicable abandoned property, escheat or similar laws, to receive, solely in accordance with this Section 1.7(c), such dividends and distributions, without interest, with respect to whole shares of CGI Common Stock such holder has a right to receive in the Merger). Following surrender of such Company Stock Certificate (or compliance with the lost stock certificate provisions), there shall be paid to such holder of whole shares of CGI Common Stock issuable in exchange therefor, without interest, (i) promptly after 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 CGI Common Stock and (ii) at the appropriate payment date, the amount of dividends or other distributions payable with respect to such whole shares of CGI Common Stock with a record date after the Effective Time but prior to such surrender and a payment date after such surrender. For all purposes of dividends and other distributions in respect thereof of shares of CGI Common Stock, all whole shares of CGI Common Stock to which be issued pursuant to the Merger shall be entitled to dividends pursuant to the immediately preceding sentence as if such whole shares of CGI Common Stock were issued and outstanding as of the Effective Time. (d) Any portion of the Exchange Fund that remains undistributed to holders (as of immediately prior to the Effective Time) of Company Common Stock as of the date 180 days after the Closing Date shall be delivered to CGI upon demand, and any holders of Company Stock Certificates who have not theretofore surrendered their Company Stock Certificates in accordance with this Section 1.7 shall thereafter look only to CGI (subject to any applicable abandoned property law, escheat law or similar law) for satisfaction of their claims for CGI Common Stock, cash in lieu of fractional shares of CGI Common Stock and any dividends or distributions with respect to shares of CGI Common Stock. (e) Each of CGI, Merger Sub, the Company, the Surviving Corporation and the Exchange Agent (without duplication) shall be entitled to deduct and withhold, from any consideration payable or otherwise deliverable under this Agreement to any holder of record of any Company Capital Stock immediately prior to the Effective Time or any other Person that is entitled to receive Merger Consideration pursuant to this Article 1. A Certificate surrendered will I, such amounts as are reasonably determined to be registered required to be withheld or deducted under the Code or any other state, local or foreign Tax Legal Requirement with respect to the making of such payment and shall be entitled to request any reasonably appropriate Tax forms, including IRS Form W-9 (or the appropriate form in the name IRS Form W-8 series, as applicable) from any recipient of Merger Consideration hereunder. To the beneficial owner extent that amounts are so withheld or deducted, such withheld or deducted amounts shall be treated for all purposes of said this Agreement as having been paid to the Person(s) to whom such amounts would otherwise have been paid. (f) No Party shall be liable to any holder of any Company Stock Certificate or to any other Person with respect to any shares of CGI Common Stock (as set forth in Schedule 2.2or dividends or distributions with respect thereto) in the event the voting trust or for any cash amounts delivered to which such shareholder was a party is terminated prior any public official pursuant to any applicable abandoned property law, escheat law or at Closingsimilar Legal Requirement.

Surrender of Certificates. (a) At any time the First Effective Time, Insight shall deposit with the Exchange Agent evidence of book-entry shares representing the shares of Insight Common Stock issuable pursuant to Section 2.5(a) in exchange for Company Shares. (b) Promptly after the First Effective Time upon surrender for cancellation Time, the Parties shall cause the Exchange Agent to mail to the Purchaser Persons who were record holders of Company Shares that were converted into the Certificate(sright to receive the Merger Consideration: (i) held a letter of transmittal, if requested by any record holder the Exchange Agent, in customary form and containing such provisions as Insight may reasonably request (including a provision confirming that delivery of Company Certificates shall be effected, and risk of loss and title to Company Certificates shall pass, only upon delivery of such Company Certificates to the Exchange Agent) and (ii) instructions for effecting the surrender of Company Certificates in exchange for book-entry shares of Insight Common Stock. Upon surrender (including electronic surrender) of a CertificateCompany Certificate to the Exchange Agent for exchange, together with a duly executed letter of transmittal in a form (if applicable) and such other documents as may be reasonably acceptable to Purchaser, required by the Exchange Agent or Insight: (A) the holder of such holder Company Certificate shall be entitled to receive in exchange for each share therefor book-entry shares representing the Merger Consideration (in a number of whole shares of Insight Common Stock represented by Stock) that such surrendered Certificate a Pro Rata Share of holder has the Initial Distribution Amount right to Shareholders. The "Initial Distribution Amount" shall be the Total Shareholder Consideration less the Escrow Amount delivered to the Escrow Agent pursuant to Section 1.5. Promptly upon termination of each of the escrows receive pursuant to the terms provisions of Section 2.5(a) and (B) the Company Certificate so surrendered shall be canceled. Until surrendered as contemplated by this AgreementSection 2.7(b), each such Shareholder Company Certificate shall be entitled deemed, from and after the First Effective Time, to represent only the right to receive his, her or its Pro Rata Share of the particular Escrow Amount distributed to Shareholders. The amounts so payable to a holder of a Certificate(s) shall be paid with a certificate for the number of book-entry shares of MW Insight Common Stock having representing the Merger Consideration. If any Company Certificate shall have been lost, stolen or destroyed, Insight may, in its discretion and as a value (based on condition precedent to the MW delivery of any shares of Insight Common Stock, require the owner of such lost, stolen or destroyed Company Certificate to provide an applicable affidavit with respect to such Company Certificate and post a bond indemnifying Insight against any claim suffered by Insight related to the lost, stolen or destroyed Company Certificate or any Insight Common Stock Value and rounded down to the nearest whole shareissued in exchange therefor as Insight may reasonably request. (c) equal to the amount so due plus cash in lieu of fractional shares and in the amount of any unpaid No dividends or other distributions payable on such shares of MW declared or made with respect to Insight Common Stock with a record date after the First Effective Time. The Certificate(s) so surrendered Time shall be canceled. Until so surrendered, each paid to the holder of any unsurrendered Company Certificate shall be deemed, for all corporate purposes, with respect to evidence only the shares of Insight Common Stock that such holder has the right to receive in the Merger Consideration until such holder surrenders such Company Certificate or provides an affidavit of loss or destruction in lieu thereof in accordance with this Section 2.7 (at which time 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 shares of Insight Common Stock deposited with the Exchange Agent that remain undistributed to holders of Company Certificates as of the date that is 180 days after the Closing Date shall be delivered to Insight upon demand, and any holders of Company Certificates who have not theretofore surrendered their Company Certificates in accordance with this Section 2.7 shall thereafter look only to Insight for satisfaction of their claims for Insight Common Stock and any dividends or distributions with respect to shares of Insight Common Stock. (e) Each of the Exchange Agent, Insight and the Second Surviving Company (and, in each case, any Affiliate thereof) shall be entitled to deduct and withhold from any consideration deliverable in respect thereof to which such Person is entitled pursuant to this Article 1Agreement such amounts as are required to be deducted or withheld from such consideration under the Code or under any other applicable Law. A The applicable payor shall provide commercially reasonable notice to any holder of Company Shares upon becoming aware of any such withholding obligation attributable to any consideration payable in respect of Company Shares, including a reasonably detailed explanation for such withholding obligation, and the Parties shall cooperate with each other to the extent reasonable to obtain reduction of or relief from such withholding. To the extent such amounts are so deducted or withheld, and remitted to the appropriate Tax 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 Certificate surrendered will be registered in the name or to any other Person with respect to any shares of the beneficial owner of said Certificate Insight Common Stock (as set forth in Schedule 2.2or dividends or distributions with respect thereto) in the event the voting trust or for any cash amounts delivered to which such shareholder was a party is terminated prior any public official pursuant to any applicable abandoned property Law, escheat Law or at Closingsimilar Law.

Surrender of Certificates. (a) At any time after Upon surrender of a Certificate and a Company Promissory Note, as the Effective Time upon surrender case may be, for cancellation to the Purchaser of the Certificate(s) held by any record holder of a CertificateEscrow and Exchange Agent, together with a such Letter of Transmittal, duly executed letter executed, and such other documents as may reasonably be required by the Escrow and Exchange Agent, the holder of transmittal in a form reasonably acceptable to Purchasersuch Certificate and Company Promissory Note, such holder as the case may be, shall be entitled to receive in exchange for each share of Common Stock represented by such surrendered Certificate a Pro Rata Share therefor that portion of the Initial Distribution Amount to Shareholders. The "Initial Distribution Amount" shall be the Total Shareholder Merger Consideration less the Escrow Amount delivered to the Escrow Agent pursuant to Section 1.5. Promptly upon termination of each of the escrows pursuant to the terms of this Agreement, each such Shareholder shall be entitled to receive his, her or its Pro Rata Share of the particular Escrow Amount distributed to Shareholders. The amounts so payable to a holder of a Certificate(s) shall be paid with a certificate for the number of shares of MW Common Stock having a value (based set forth on the MW Common Stock Value and rounded down to the nearest whole share) equal to the amount so due plus Merger Consideration Allocation Schedule (together with cash in lieu of fractional shares shares) that such holder has the right to receive pursuant to the provisions of this Article II, and in the amount of any unpaid dividends or other distributions payable on such shares of MW Common Stock with a record date after Certificate and Company Promissory Note, as the Effective Time. The Certificate(s) case may be, so surrendered shall forthwith be canceled. Until such time as (i) a holder of a Certificate and a Company Promissory Note shall have duly executed and delivered a Letter of Transmittal to Parent or the Escrow and Exchange Agent in respect of such Certificate and Company Promissory Note and (ii) that portion of the Merger Consideration set forth on the Merger Consideration Allocation Schedule is issued to or at the direction of the holder of a surrendered Certificate or Company Promissory Note, such Merger Consideration that would be issuable to the holder of such Certificate or Company Promissory Note shall not be issued to such holder, shall not be deemed not outstanding and shall not be entitled to vote on any matter. In the event of a transfer of ownership of Company Capital Stock or Company Promissory Note that is not registered in the transfer records of the Company, the Merger Consideration may be issued to a person other than the person in whose name the Certificate or Company Promissory Note so surrenderedsurrendered is registered, if such Certificate or Company Promissory Note 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 issuance of the Merger Consideration to a person other than the registered holder of such Certificate or Company Promissory Note or establish to the satisfaction of Parent that such tax has been paid or is not applicable. Until surrendered as contemplated by this Section 2.05, each Certificate or Company Promissory Note shall be deemed, for all corporate purposes, deemed at any time after the Effective Time to evidence represent only the right to receive the upon such surrender Merger Consideration deliverable as contemplated by this Section 2.05. No interest shall be paid or accrue on any cash payable in respect thereof to which such Person is entitled pursuant to this Article 1. A lieu of any fractional shares of Parent Common Stock upon surrender of any Certificate surrendered will be registered in the name of the beneficial owner of said Certificate (as set forth in Schedule 2.2) in the event the voting trust to which such shareholder was a party is terminated prior to or at ClosingCompany Promissory Note.

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: (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 time 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 upon surrender for cancellation Time, the Parties shall cause the Exchange Agent to mail to the Purchaser Persons who were record holders of shares of Company Capital Stock that were converted into the Certificate(sright to receive the Merger Consideration: (i) held by any record holder 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. Upon surrender of a CertificateCompany Stock Certificate to the Exchange Agent for exchange, together with a duly executed letter of transmittal in a form and such other documents as may be reasonably acceptable to Purchaser, required by the Exchange Agent or Parent: (A) the holder of such holder Company Stock Certificate shall be entitled to receive in exchange for each share therefor a certificate or certificates or book-entry shares representing the Merger Consideration (in a number of whole shares of Parent Common Stock represented by Stock) that such surrendered Certificate a Pro Rata Share of holder has the Initial Distribution Amount right to Shareholders. The "Initial Distribution Amount" shall be the Total Shareholder Consideration less the Escrow Amount delivered to the Escrow Agent pursuant to Section 1.5. Promptly upon termination of each of the escrows receive pursuant to the terms provisions of this Agreement, each such Shareholder shall be entitled to receive his, her or its Pro Rata Share of the particular Escrow Amount distributed to Shareholders. The amounts so payable to a holder of a Certificate(sSection 1.5(a) shall be paid with a certificate for the number of shares of MW Common Stock having a value (based on the MW Common Stock Value and rounded down to the nearest whole share) equal to the amount so due plus cash in lieu of any fractional shares and in the amount share of any unpaid dividends or other distributions payable on such shares of MW Parent Common Stock with a record date after pursuant to the Effective Time. The Certificate(sprovisions of Section 1.5(c)); and (B) the Company Stock Certificate so surrendered shall be canceled. Until so surrenderedsurrendered as contemplated by this Section 1.7(b), each Company Stock Certificate shall be deemed, for all corporate purposesfrom and after the Effective Time, to evidence represent only the right to receive a certificate or certificates or book-entry shares of Parent Common Stock representing the Merger Consideration deliverable (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 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 thereof to which such Person Company Stock Certificate that includes an obligation of such owner to indemnify Parent on customary terms 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 entitled pursuant to this Article 1. A Certificate surrendered will be not registered in the name transfer records of the beneficial owner Company, payment of said the Merger Consideration in respect of such Company Stock Certificate 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 1.7(c) shall be deemed to have been in full satisfaction of any and all rights pertaining to Company Capital Stock formerly represented by such Company Stock Certificate. (as set forth in Schedule 2.2c) 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 event Merger until such holder surrenders such Company Stock Certificate or provides an affidavit of loss or destruction in lieu thereof in accordance with this Section 1.7 (at which time (or, if later, on the voting trust applicable payment date) such holder shall be entitled, subject to which the effect of applicable abandoned property, escheat or similar Laws, to receive all such shareholder was a party 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 terminated prior 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 1.7 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 at Closingdistributions 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.

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: (i) certificates or evidence of book-entry shares representing the Parent Common Stock issuable pursuant to Section 1.5 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 time 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 upon surrender for cancellation Time, the Parties shall cause the Exchange Agent to mail to the Purchaser Persons who were record holders of shares of Company Capital Stock that were converted into the Certificate(sright to receive the Merger Consideration: (i) held by any record holder 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. Upon surrender of a CertificateCompany Stock Certificate to the Exchange Agent for exchange, together with a duly executed letter of transmittal in a form and such other documents as may be reasonably acceptable to Purchaser, required by the Exchange Agent or Parent: (A) the holder of such holder Company Stock Certificate shall be entitled to receive in exchange for each share therefor a certificate or certificates or book-entry shares representing the Merger Consideration (in a number of whole shares of Parent Common Stock represented by Stock) that such surrendered Certificate a Pro Rata Share of holder has the Initial Distribution Amount right to Shareholders. The "Initial Distribution Amount" shall be the Total Shareholder Consideration less the Escrow Amount delivered to the Escrow Agent pursuant to Section 1.5. Promptly upon termination of each of the escrows receive pursuant to the terms provisions of this Agreement, each such Shareholder shall be entitled to receive his, her or its Pro Rata Share of the particular Escrow Amount distributed to Shareholders. The amounts so payable to a holder of a Certificate(s) shall be paid with a certificate for the number of shares of MW Common Stock having a value Section 1.5 (based on the MW Common Stock Value and rounded down to the nearest whole share) equal to the amount so due plus cash in lieu of any fractional shares and in the amount share of any unpaid dividends or other distributions payable on such shares of MW Parent Common Stock with a record date after pursuant to the Effective Time. The Certificate(sprovisions of Section 1.5(c)); and (B) the Company Stock Certificate so surrendered shall be canceled. Until so surrenderedsurrendered as contemplated by this Section 1.7(b), each Company Stock Certificate shall be deemed, for all corporate purposesfrom and after the Effective Time, to evidence represent only the right to receive a certificate or certificates or book-entry shares of Parent Common Stock representing the Merger Consideration (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 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 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 1.7(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 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 Stock Certificates as of the date that is one 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 1.7 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 in respect thereof to which such Person is entitled pursuant to this Article 1Agreement 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. A 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 to this Agreement shall be liable to any holder of any Company Stock Certificate surrendered 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. (g) 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 registered in reflected on the name books and records of the beneficial owner of said Certificate (transfer agent for Parent Common Stock with respect to book-entry shares, in each case reading substantially as set forth in Schedule 2.2) in the event the voting trust to which such shareholder was a party is terminated prior to or at Closingfollows: “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) At any time after After the Effective Time Time, each holder of shares of Chip Star Common Stock outstanding immediately prior to the Effective Time, upon surrender to ESI or its agent designated for cancellation to the Purchaser of the Certificate(s) held by any record holder such purpose of a Certificate, together with a duly executed letter of transmittal in a form reasonably acceptable to Purchaser, certificate or certificates representing such holder shares shall be entitled to receive in exchange for each share of Common Stock represented by such surrendered Certificate a Pro Rata Share of the Initial Distribution Amount to Shareholders. The "Initial Distribution Amount" shall be the Total Shareholder Consideration less the Escrow Amount delivered to the Escrow Agent pursuant to Section 1.5. Promptly upon termination of each of the escrows pursuant to the terms of this Agreement, each such Shareholder shall be entitled to receive his, her or its Pro Rata Share of the particular Escrow Amount distributed to Shareholders. The amounts so payable to a holder of a Certificate(s(x) shall be paid with a certificate for representing the number of shares of MW ESI Common Stock having a value (based on the MW Common Stock Value and rounded down to the nearest whole share) equal to the amount so due plus cash in lieu of fractional shares and in the amount of any unpaid dividends or other distributions payable on into which such shares of MW Chip Star Common Stock with shall have been converted pursuant to the provisions of Section 1.3 less the number of such shares determined to be Escrowed Property (as defined in Section 6.3) and (y) subject to Section 6.3 and the provisions of the Escrow Agreement, a record date after certificate representing the Effective Timeshares of ESI Common Stock determined to be Escrowed Property. The Certificate(s) If any certificate for shares of ESI Common Stock is to be issued in a name other than that in which the certificate for Chip Star Common Stock surrendered in exchange therefor is registered, it shall be a condition of the issuance thereof that the certificate so surrendered shall be canceledproperly endorsed and otherwise in proper form for transfer, and that the person requesting such exchange pay to ESI or its agent designated for such purpose any transfer or other taxes required, or establish to the satisfaction of ESI or its agent that such tax has been paid or is not payable. Until so surrenderedIf any holder of Chip Star Common Stock canceled and retired in accordance with this Agreement is unable to deliver a certificate or certificates representing such shares of the holder, each Certificate ESI, in the absence of actual notice that any shares theretofore represented by any such certificate have been acquired by a bona fide purchaser, shall be deemed, for all corporate purposes, deliver to evidence only such holder the right to receive the Merger Consideration deliverable in respect thereof number of shares of Common Stock to which such Person holder is entitled in accordance with the provisions of this Agreement upon the presentation of the following: (i) evidence satisfactory to ESI (a) that such person is the owner of the shares theretofore represented by each certificate claimed by him to be lost, wrongfully taken or destroyed and (b) that he is the person who would be entitled to present each such certificate for conversion pursuant to this Article 1. A Certificate surrendered will Agreement; and (ii) such security or indemnity as may be registered in reasonably requested by ESI to indemnify and hold ESI and the name of the beneficial owner of said Certificate (as set forth in Schedule 2.2) in the event the voting trust to which such shareholder was a party is terminated prior to or at Closingtransfer agent harmless.

Surrender of Certificates. (a) At any time Prior to the Effective Time, Parent shall designate a bank or trust company located in the United States to act as paying agent (the "Paying Agent") for the stockholders of the Company in connection with the Merger to receive in trust funds to make the payments contemplated by Section 3.2. As soon as practicable after the Effective Time, Parent shall cause the 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 notice and letter of transmittal advising such holder of the effectiveness of the Merger and the procedure for surrendering to the Paying Agent such certificate or certificates which immediately prior to the Effective Time upon represented outstanding Common Stock (the "Certificates") in exchange for the Merger Consideration deliverable in respect thereof pursuant to this Article III. Upon the surrender for cancellation to the Purchaser Paying Agent of the Certificate(s) held by any record holder of a Certificatesuch 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 in a form reasonably acceptable to Purchasertransmittal, such holder the Paying Agent shall be entitled to receive in exchange for each share of Common Stock represented by such surrendered Certificate a Pro Rata Share of the Initial Distribution Amount to Shareholders. The "Initial Distribution Amount" shall be the Total Shareholder Consideration less the Escrow Amount delivered promptly pay to the Escrow Agent pursuant to Section 1.5. Promptly upon termination of each of Person entitled thereto the escrows pursuant to the terms of this Agreement, each such Shareholder shall be entitled to receive his, her or its Pro Rata Share of the particular Escrow Amount distributed to Shareholders. The amounts so payable to a holder of a Certificate(s) shall be paid with a certificate for the number of shares of MW Common Stock having a value (based on the MW Common Stock Value and rounded down to the nearest whole share) equal to the amount so due plus cash Merger Consideration deliverable in lieu of fractional shares and in the amount of any unpaid dividends or other distributions payable on such shares of MW Common Stock with a record date after the Effective Time. The Certificate(s) so surrendered shall be canceledrespect thereof. Until so surrendered, each Certificate shall be deemed, for all corporate purposes, to evidence only the right to receive upon such surrender the Merger Consideration deliverable in respect thereof to which such Person is entitled pursuant to this Article 1III. A Certificate No interest shall be paid or accrued in respect of such cash payments. (b) If the Merger Consideration (or any portion thereof) is to be delivered to a Person other than the Person in whose name the Certificates surrendered will in exchange therefor are registered, it shall be registered in a condition to the name payment of the beneficial owner 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 said Certificate the foregoing or establish to the satisfaction of the Paying Agent that such taxes have been paid or are not required to be paid. (as set forth in Schedule 2.2c) in In the event any Certificate shall have been lost, stolen or destroyed, upon the voting trust making of an affidavit of that fact by the Person claiming such Certificate to which be lost, stolen or destroyed, the Paying Agent will issue in exchange for such shareholder was lost, stolen or destroyed Certificate the Merger Consideration deliverable in respect thereof as determined in accordance with this Article III; provided, however, that the Person to whom the Merger Consideration is paid shall, as a party is terminated prior condition precedent to the payment thereof, give the Surviving Corporation a bond in such sum as it may direct or at Closingotherwise indemnify the Surviving Corporation in a manner satisfactory to it against any claim that may be made against the Surviving Corporation with respect to the Certificate claimed to have been lost, stolen or destroyed.

Surrender of Certificates. (a) At any time or promptly after the Effective Time upon surrender for cancellation Time, Parent shall make available to Equiserve L.P., or a bank reasonably acceptable to the Purchaser Company (the "Exchange Agent"), in trust for the benefit of the Certificate(sholders of shares of Company Common Stock for exchange in accordance with this Article II, (i) held by any record cash in an amount sufficient to pay cash in lieu of fractional shares pursuant to Section 2.3, and (ii) certificates representing the aggregate number of shares of Parent Common Stock issuable pursuant to Section 2.1 hereof. As promptly as practicable after the Effective Time, the Exchange Agent shall mail to each holder of record of a CertificateCertificate or Certificates a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Exchange Agent) and instructions for use in effecting the surrender of the Certificates in exchange for certificates representing Parent Common Stock and cash in lieu of fractional shares, if applicable. Upon surrender of a Certificate or Certificates to the Exchange Agent, together with a duly executed such letter of transmittal in a form reasonably acceptable to Purchasertransmittal, duly executed, the holder of such holder Certificate shall be entitled to receive in exchange therefor the Merger Consideration for each share of Company Common Stock formerly represented by such surrendered Certificate a Pro Rata Share of or Certificates, and the Initial Distribution Amount to Shareholders. The "Initial Distribution Amount" shall be the Total Shareholder Consideration less the Escrow Amount delivered to the Escrow Agent pursuant to Section 1.5. Promptly upon termination of each of the escrows pursuant to the terms of this Agreement, each such Shareholder shall be entitled to receive his, her or its Pro Rata Share of the particular Escrow Amount distributed to Shareholders. The amounts so payable to a holder of a Certificate(s) shall be paid with a certificate for the number of shares of MW Common Stock having a value (based on the MW Common Stock Value and rounded down to the nearest whole share) equal to the amount so due plus cash in lieu of fractional shares and in the amount of any unpaid dividends or other distributions payable on such shares of MW Common Stock with a record date after the Effective Time. The Certificate(s) so surrendered shall forthwith be canceled. Until so surrenderedsurrendered as contemplated by this Article II, from and after the Effective Time each Certificate shall be deemed, for all corporate purposes, deemed to evidence represent only the right to receive the Merger Consideration deliverable (and cash in respect thereof lieu of any fractional share as contemplated by Section 2.3) for each share of Company Common Stock formerly represented by such Certificate, and shall not evidence any interest in, or any right to which such Person exercise the rights of a stockholder of, Parent. If a certificate representing Parent Common Stock is entitled pursuant to this Article 1. A 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 will in exchange therefor is registered, it shall be registered in the name a condition to such issuance or payment that such Certificate be properly endorsed (or accompanied by an appropriate instrument of the beneficial owner of said Certificate (as set forth in Schedule 2.2transfer) in the event the voting trust to which such shareholder was a party is terminated prior to and accompanied by evidence that any applicable stock transfer taxes have been paid or at Closingprovided for.

Surrender of Certificates. (a) At any time Concurrently with or prior to the Effective Time, the parties hereto shall designate ChaseMellon Shareholder Services to act as agent (the "Exchange Agent") for purposes of exchanging certificates representing shares of Vivo Common Stock as provided in Section 3. 1. As soon as practicable after the Effective Time, RealNetworks shall cause the Exchange Agent to mail or make available to each holder of record of a certificate or certificates which immediately prior to the Effective Time represented outstanding shares of Vivo Common Stock a notice and letter of transmittal advising each 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. RealNetworks shall, prior to the Effective Time, conditionally allot Common Shares 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 and the escrow agent appointed in the Escrow Agreement, respectively, certificates representing the Common Shares issuable as Merger Consideration. (b) Each holder of shares of Vivo Common Stock that have been converted into a right to receive the Merger Consideration, upon surrender for cancellation to the Purchaser of the Certificate(s) held by any record holder Exchange Agent of a Certificatecertificate or certificates representing such Vivo Common Stock, together with a duly executed properly completed letter of transmittal in a form reasonably acceptable to Purchasercovering such shares of Vivo Common Stock, such holder shall will be entitled to receive Common Shares in exchange for respect of each share of Vivo Common Stock represented by such surrendered Certificate a Pro Rata Share of the Initial Distribution Amount to Shareholders. The "Initial Distribution Amount" shall be the Total Shareholder Consideration less the Escrow Amount delivered to the Escrow Agent pursuant to Section 1.5. Promptly upon termination of each of the escrows pursuant to the terms of this Agreement, each such Shareholder shall be entitled to receive his, her or its Pro Rata Share of the particular Escrow Amount distributed to Shareholders. The amounts so payable to a holder of a Certificate(s) shall be paid with a certificate for the number of shares of MW Common Stock having a value (based on the MW Common Stock Value and rounded down to the nearest whole share) equal to the amount so due plus cash in lieu of fractional shares and in the amount of any unpaid dividends or other distributions payable on such shares of MW Common Stock with a record date after the Effective Time. The Certificate(s) so surrendered shall be canceledsurrendered. Until so surrendered, each Certificate shall be deemedshare of Vivo Common Stock shall, after the Effective Time, represent for all corporate purposes, to evidence purposes only the right to receive the Merger Consideration deliverable in Consideration. (c) If any Common Shares are to be issued to a person other than the registered holder of the Vivo Common Stock represented by the certificate or certificates surrendered with respect thereof thereto, or to which such Person is entitled pursuant to this Article 1. A Certificate surrendered will be registered the escrow agent, as defined in the name Escrow Agreement ("Escrow Agent"), then 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 that the person requesting such issuance shall pay to the Exchange Agent any transfer or other taxes required as a result of such issuance to a person other than the registered holder of such Vivo Common Stock or establish to the satisfaction of the beneficial owner Exchange Agent that such tax has been paid or is not payable. (d) As of said Certificate (as set forth in Schedule 2.2) in the event the voting trust to which such shareholder was a party is terminated Effective Time, there shall be no further registration of transfers of shares of Vivo Common Stock that were outstanding prior to or at Closing.the Merger. After the Effective Time, certificates representing shares of Vivo Common Stock presented to the Surviving Corporation for transfer shall be canceled and exchanged

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: (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(b). The Parent Common Stock and cash amounts so deposited with the Exchange Agent, together with any time 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 upon surrender for cancellation Time, the Parties shall cause the Exchange Agent to mail to the Purchaser Persons who were record holders of shares of Company Common Stock that were converted into the Certificate(sright to receive the Merger Consideration: (i) held by any record holder 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. Upon surrender of a CertificateCompany Stock Certificate to the Exchange Agent for exchange, together with a duly executed letter of transmittal in a form and such other documents as may be reasonably acceptable to Purchaser, required by the Exchange Agent or Parent: (A) the holder of such holder Company Stock Certificate shall be entitled to receive in exchange for each share therefor a certificate or certificates or book-entry shares representing the Merger Consideration (in a number of whole shares of Parent Common Stock represented by Stock) that such surrendered Certificate a Pro Rata Share of holder has the Initial Distribution Amount right to Shareholders. The "Initial Distribution Amount" shall be the Total Shareholder Consideration less the Escrow Amount delivered to the Escrow Agent pursuant to Section 1.5. Promptly upon termination of each of the escrows receive pursuant to the terms provisions of this Agreement, each such Shareholder shall be entitled to receive his, her or its Pro Rata Share of the particular Escrow Amount distributed to Shareholders. The amounts so payable to a holder of a Certificate(sSection 1.5(a) shall be paid with a certificate for the number of shares of MW Common Stock having a value (based on the MW Common Stock Value and rounded down to the nearest whole share) equal to the amount so due plus cash in lieu of any fractional shares and in the amount share of any unpaid dividends or other distributions payable on such shares of MW Parent Common Stock with a record date after pursuant to the Effective Time. The Certificate(sprovisions of Section 1.5(b)); and (B) the Company Stock Certificate so surrendered shall be canceled. Until so surrenderedsurrendered as contemplated by this Section 1.9(b), each Company Stock Certificate shall be deemed, for all corporate purposesfrom and after the Effective Time, to evidence represent only the right to receive a certificate or certificates or book-entry shares of Parent Common Stock representing the Merger Consideration (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 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 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 1.9(c) shall be deemed to have been in full satisfaction of all rights pertaining to Company Common 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 un-surrendered 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 or destruction in lieu thereof in accordance with this Section 1.9 (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 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 1.9 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 in respect thereof to which such Person is entitled pursuant to this Article 1Agreement 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. A 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. (f) No party to this Agreement shall be liable to any holder of any Company Stock Certificate surrendered will be registered in the name or to any other Person with respect to any shares of the beneficial owner of said Certificate Parent Common Stock (as set forth in Schedule 2.2or dividends or distributions with respect thereto) in the event the voting trust or for any cash amounts delivered to which such shareholder was a party is terminated prior any public official pursuant to any applicable abandoned property Law, escheat Law or at Closingsimilar Law.

Surrender of Certificates. (ai) At any time As soon as reasonably practicable after the Closing Date, to the extent not previously delivered, Castlight shall mail, or cause to be mailed, a letter of transmittal together with instructions for use thereof (the “Letter of Transmittal”) to every holder of record of Jiff Capital Stock that was issued and outstanding immediately prior to the Effective Time. The Letter of Transmittal shall specify that delivery of the certificates or instruments that immediately prior to the Effective Time upon surrender for cancellation represented issued and outstanding Jiff Capital Stock (the “Certificates”) shall be effected, and risk of loss and title to the Purchaser Certificates shall pass, only upon receipt thereof by Castlight (or, in the case of any lost, stolen or destroyed Certificate, compliance with Section 1.4(a)(vi)), together with a properly completed and duly executed Letter of Transmittal, duly executed on behalf of each Person effecting the surrender of such Certificates, and shall be in such form and have such other provisions as Castlight may reasonably specify, including an agreement to be bound by the provisions of Section 1.5 and Article IX and agree to release Jiff and the Surviving Entity from any claims, rights, Liabilities and causes of action whatsoever based upon, relating to or arising out of the Certificate(sCertificates, the Merger and/or the other Transactions. (ii) held by any record holder As soon as reasonably practicable after the Closing, Castlight shall cause to be deposited with American Stock Transfer & Trust Company LLC or other bank or trust company as Castlight may choose in its discretion (the “Exchange Agent”) the portion of the Merger Consideration issuable to Jiff Stockholders pursuant to Section 1.3(a) in respect of their shares of Jiff Capital Stock, subject to Section 1.4(c). (iii) As soon as reasonably practicable after the date of delivery to the Exchange Agent of a Certificate, together with a properly completed and duly executed letter Letter of transmittal in a form reasonably acceptable to PurchaserTransmittal and any other documentation required thereby, (A) the holder of record of such holder Certificate shall be entitled to receive in exchange for each share the number of shares of Castlight Class B Common Stock represented by that such surrendered Certificate a holder has the right to receive pursuant to Section 1.3(a) in respect of such Certificate, less such Converting Holder’s Pro Rata Share of the Initial Distribution Amount to Shareholders. The "Initial Distribution Escrow Amount" , and (B) such Certificate shall be cancelled. (iv) Any certificates or book-entry entitlements representing the Total Shareholder Consideration less the Escrow Amount delivered shares of Castlight Class B Common Stock to the Escrow Agent be issued pursuant to Section 1.5. Promptly upon termination 1.3(a) and in the Escrow Fund shall, so long as such shares are in the Escrow Fund, bear the following legends to the extent applicable (along with any other legends that may be required under Applicable Law): “THE SHARES EVIDENCED HEREBY ARE SUBJECT TO A RIGHT OF REPURCHASE AND/OR INDEMNITY AND ESCROW OBLIGATIONS AS SET FORTH IN AN AGREEMENT WITH THE COMPANY.” It is Castlight’s current policy not to issue stock certificates representing shares of each its capital stock, and all new issuances of capital stock are reflected on Castlight’s books and records in book entry only, with appropriate notations reflecting the applicable legends. (v) Upon receipt of written confirmation of the escrows effectiveness of the Merger from the Secretary of State of the State of Delaware, Castlight will instruct the Exchange Agent to deliver to each Converting Holder the aggregate number of shares of Castlight Class B Common Stock issuable to such Converting Holder pursuant to the terms of this AgreementSection 1.3(a), each less such Shareholder shall be entitled to receive his, her or its Converting Holder’s Pro Rata Share of the particular Escrow Amount distributed other than in respect of Dissenting Shares to Shareholders. The amounts so payable to a holder holders thereof, as promptly as practicable, but in any event no later than five Business Days, following the submission of a Certificate(s) shall be paid with a certificate for the number of shares of MW Common Stock having a value (based on the MW Common Stock Value and rounded down Certificate to the nearest whole shareExchange Agent and a duly executed Letter of Transmittal by such Converting Holder. (vi) equal If any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person claiming such document to be lost, stolen or destroyed and, if required by Castlight or the amount so due plus cash in lieu of fractional shares and in Exchange Agent, the amount payment of any unpaid dividends reasonable fees and the posting by such Person of a bond in such reasonable amounts as Castlight may direct as indemnity against any claim that may be made against it with respect to such document, the Exchange Agent will deliver in exchange for such lost, stolen or other distributions payable on such shares destroyed document the applicable portion of MW Common Stock with a record date after the Effective Time. The Certificate(s) so surrendered shall be canceled. Until so surrendered, each Certificate shall be deemed, for all corporate purposes, to evidence only the right to receive the Merger Consideration deliverable issuable pursuant to Section 1.3(a) in respect thereof of their shares of Jiff Capital Stock, subject to which such Person is entitled pursuant to this Article 1. A Certificate surrendered will be registered in the name of the beneficial owner of said Certificate (as set forth in Schedule 2.2) in the event the voting trust to which such shareholder was a party is terminated prior to or at ClosingSection 1.4(c).

Surrender of Certificates. (a) At any time Concurrently with or prior to the Effective Time, Parent shall designate a bank or trust company located in the United States to act as paying agent (the "Paying Agent") for purposes of making the cash payments contemplated hereby. As soon as practicable after the Effective Time, Parent shall cause the Paying Agent to mail and/or make available to each holder of a certificate theretofore evidencing shares of Common Stock (other than those which were held by any Subsidiary of the Corporation or in the treasury of the Corporation or which are held directly or indirectly by Parent or any direct or indirect subsidiary of Parent (including Sub)) a notice and letter of transmittal advising such holder of the effectiveness of the Merger and the procedure for surrendering to the Paying Agent such certificate or certificates which immediately prior to the Effective Time upon represented outstanding Common Stock (the "Certificates") in exchange for the Merger Consideration deliverable in respect thereof pursuant to this Article II. Upon the surrender for cancellation to the Purchaser Paying Agent of the Certificate(s) held by any record holder of a Certificatesuch 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 in a form reasonably acceptable to Purchasertransmittal, such holder the Paying Agent shall be entitled to receive in exchange for each share of Common Stock represented by such surrendered Certificate a Pro Rata Share of the Initial Distribution Amount to Shareholders. The "Initial Distribution Amount" shall be the Total Shareholder Consideration less the Escrow Amount delivered promptly pay to the Escrow Agent pursuant to Section 1.5. Promptly upon termination of each of Person entitled thereto the escrows pursuant to the terms of this Agreement, each such Shareholder shall be entitled to receive his, her or its Pro Rata Share of the particular Escrow Amount distributed to Shareholders. The amounts so payable to a holder of a Certificate(s) shall be paid with a certificate for the number of shares of MW Common Stock having a value (based on the MW Common Stock Value and rounded down to the nearest whole share) equal to the amount so due plus cash Merger Consideration deliverable in lieu of fractional shares and in the amount of any unpaid dividends or other distributions payable on such shares of MW Common Stock with a record date after the Effective Time. The Certificate(s) so surrendered shall be canceledrespect thereto. Until so surrendered, each Certificate shall be deemed, for all corporate purposes, to evidence only the right to receive upon such surrender the Merger Consideration deliverable in respect thereof to which such Person is entitled pursuant to this Article 1II. A No interest shall be paid or accrued in respect of such cash payments. (b) If the Merger Consideration (or any portion thereof) is to be delivered to a Person other than the Person in whose name the Certificate surrendered will in exchange therefor are registered, it shall be registered in a condition to the name payment of the beneficial owner 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 said Certificate (as set forth in Schedule 2.2) in the event foregoing or establish to the voting trust satisfaction of the Paying Agent that such taxes have been paid or are not required to which such shareholder was a party is terminated prior to or at Closingbe paid.

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: (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 time 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 upon surrender for cancellation Time, the Parties shall cause the Exchange Agent to mail to the Purchaser Persons who were record holders of shares of Company Capital Stock that were converted into the Certificate(sright to receive the Merger Consideration: (i) held by any record holder 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 book-entry shares of Parent Common Stock. Upon surrender of a CertificateCompany Stock Certificate to the Exchange Agent for exchange, together with a duly executed letter of transmittal in a form and such other documents as may be reasonably acceptable to Purchaser, required by the Exchange Agent or Parent: (A) the holder of such holder Company Stock Certificate shall be entitled to receive in exchange for each share therefor book-entry shares representing the Merger Consideration (in a number of whole shares of Parent Common Stock represented by Stock) that such surrendered Certificate a Pro Rata Share of holder has the Initial Distribution Amount right to Shareholders. The "Initial Distribution Amount" shall be the Total Shareholder Consideration less the Escrow Amount delivered to the Escrow Agent pursuant to Section 1.5. Promptly upon termination of each of the escrows receive pursuant to the terms provisions of this Agreement, each such Shareholder shall be entitled to receive his, her or its Pro Rata Share of the particular Escrow Amount distributed to Shareholders. The amounts so payable to a holder of a Certificate(sSection 1.5(a) shall be paid with a certificate for the number of shares of MW Common Stock having a value (based on the MW Common Stock Value and rounded down to the nearest whole share) equal to the amount so due plus cash in lieu of any fractional shares and in the amount share of any unpaid dividends or other distributions payable on such shares of MW Parent Common Stock with a record date after pursuant to the Effective Time. The Certificate(sprovisions of Section 1.5(c)); and (B) the Company Stock Certificate so surrendered shall be canceled. Until so surrenderedsurrendered as contemplated by this Section 1.8(b), each Company Stock Certificate shall be deemed, for all corporate purposesfrom and after the Effective Time, to evidence represent only the right to receive a certificate or certificates or book-entry shares of Parent Common Stock representing the Merger Consideration (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 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 or destruction in lieu thereof in accordance with this Section 1.8 (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 hundred and eighty (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 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 in respect thereof to which such Person is entitled pursuant to this Article 1Agreement 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. A 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 to this Agreement shall be liable to any holder of any Company Stock Certificate surrendered will be registered in the name or to any other Person with respect to any shares of the beneficial owner of said Certificate Parent Common Stock (as set forth in Schedule 2.2or dividends or distributions with respect thereto) in the event the voting trust or for any cash amounts delivered to which such shareholder was a party is terminated prior any public official pursuant to any applicable abandoned property Law, escheat Law or at Closingsimilar Law.

Surrender of Certificates. (a) At any time Prior to the Effective Time, ------------------------- Pathmark shall designate a bank or trust company located in the United States to act as paying agent (the "Paying Agent") for purposes of making the cash payments contemplated hereby. As soon as practicable after the Effective Time, Pathmark shall cause the Paying Agent to mail and/or make available to each holder of a certificate theretofore evidencing shares of SMGH Preferred Stock (other than those which are held by any subsidiary of SMGH or in the treasury of SMGH or which are held directly or indirectly by Parent or any direct or indirect subsidiary (including Pathmark) of Parent) a notice and letter of transmittal advising such holder of the effectiveness of the Merger and the procedure for surrendering to the Paying Agent such certificate or certificates which immediately prior to the Effective Time upon represented outstanding SMGH Preferred Stock (the "Certificates") in exchange for the Merger Consideration deliverable in respect thereof pursuant to this Article I. Upon the surrender for cancellation to the Purchaser Paying Agent of the Certificate(s) held by any record holder of a Certificatesuch 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 in a form reasonably acceptable to Purchasertransmittal, such holder the Paying Agent shall be entitled to receive in exchange for each share of Common Stock represented by such surrendered Certificate a Pro Rata Share of the Initial Distribution Amount to Shareholders. The "Initial Distribution Amount" shall be the Total Shareholder Consideration less the Escrow Amount delivered promptly pay to the Escrow Agent pursuant to Section 1.5. Promptly upon termination of each of person entitled thereto the escrows pursuant to the terms of this Agreement, each such Shareholder shall be entitled to receive his, her or its Pro Rata Share of the particular Escrow Amount distributed to Shareholders. The amounts so payable to a holder of a Certificate(s) shall be paid with a certificate for the number of shares of MW Common Stock having a value (based on the MW Common Stock Value and rounded down to the nearest whole share) equal to the amount so due plus cash Merger Consideration deliverable in lieu of fractional shares and in the amount of any unpaid dividends or other distributions payable on such shares of MW Common Stock with a record date after the Effective Time. The Certificate(s) so surrendered shall be canceledrespect thereof. Until so surrendered, each Certificate shall be deemed, for all corporate purposes, to evidence only the right to receive upon such surrender the Merger Consideration deliverable in respect thereof to which such Person is entitled pursuant to this Article 1I. No interest shall be paid or accrued in respect of such cash payments. A Certificate Exhibit 2 --------- to Agreement and Plan of Merger ------------------------------- (b) If the Merger Consideration (or any portion thereof) is to be delivered to a person other than the person in whose name the Certificates surrendered will in exchange therefor are registered, it shall be registered in a condition to the name payment of the beneficial owner 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 said Certificate the foregoing or establish to the satisfaction of the Paying Agent that such taxes have been paid or are not required to be paid. (as set forth in Schedule 2.2c) in In the event any Certificate shall have been lost, stolen or destroyed, upon the voting trust making of an affidavit of that fact by the person claiming such Certificate to which be lost, stolen or destroyed, the Paying Agent will issue in exchange for such shareholder was lost, stolen or destroyed Certificate the Merger Consideration deliverable in respect thereof as determined in accordance with this Article I, provided that, the person to whom the Merger Consideration is paid shall, as a party is terminated prior condition precedent to the payment thereof, give the Surviving Corporation a bond in such sum as it may direct or at Closingotherwise indemnify the Surviving Corporation in a manner satisfactory to it against any claim that may be made against the Surviving Corporation with respect to the Certificate claimed to have been lost, stolen or destroyed.

Surrender of Certificates. (a) At any time As soon as practicable after the Effective Time upon surrender for cancellation but in no event later than three (3) business days following the Effective Time, the Exchange Agent (defined below) shall deliver to the Purchaser each holder of record of a certificate or certificates which as of the Certificate(sEffective Time represented outstanding shares of Bancorp Common Stock (each, a "Certificate"): (i) held by any record holder of a Certificate, together with a duly executed form letter of transmittal which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates (or a lost certificate affidavit and bond in a form reasonably acceptable to Purchaserthe Exchange Agent) to the Exchange Agent; and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the Merger Consideration. Upon surrender of a Certificate for cancellation to the Exchange Agent (or a lost certificate affidavit and bond in a form reasonably acceptable to the Exchange Agent), together with such letter of transmittal, duly executed, the holder of such Certificate shall be entitled to receive receive, in exchange for each share of therefor, MAF Common Stock represented by such surrendered Certificate a Pro Rata Share of the Initial Distribution Amount to Shareholders. The "Initial Distribution Amount" shall be the Total Shareholder Consideration less the Escrow Amount delivered to the Escrow Agent pursuant to Section 1.5. Promptly upon termination of each of the escrows pursuant to the terms of this Agreement, each such Shareholder shall be entitled to receive his, her or its Pro Rata Share of the particular Escrow Amount distributed to Shareholders. The amounts so payable to a holder of a Certificate(s) shall be paid with a certificate for representing the number of shares of MW MAF Common Stock having a value (based on into which the MW shares of Bancorp Common Stock, theretofore represented by the Certificate so surrendered, shall have been converted pursuant to the provisions of Section 1.2, and the Certificate so surrendered shall be cancelled. MAF shall direct the Exchange Agent to make such payments within five business days of the receipt of all required documentation. If any payment for shares of Bancorp Common Stock Value and rounded down 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 be a condition to the nearest whole sharepayment 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 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 requesting the payment shall either (a) equal pay to the amount so due plus cash in lieu of fractional shares and in the amount of Exchange Agent any unpaid dividends transfer or other distributions payable on 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 shares of MW Common Stock with a record date taxes have been paid or are not payable. From and after the Effective Time. The Certificate(s) so surrendered , there shall be canceled. Until so surrendered, each Certificate shall be deemed, for all corporate purposes, to evidence only no transfers on the right to receive the Merger Consideration deliverable in respect thereof to which such Person is entitled pursuant to this Article 1. A Certificate surrendered will be registered in the name stock transfer books of the beneficial owner Bancorp of said Certificate (as set forth in Schedule 2.2) in the event the voting trust to which such shareholder was a party is terminated any shares of Bancorp Common Stock outstanding immediately prior to or at Closing.the

Surrender of Certificates. (a) At any time Prior to the Effective Time, Parent shall designate a bank or trust company located in the United States, reasonably satisfactory to Company, to act as paying agent (the "Paying Agent") for purposes of making the cash payments contemplated hereby. As soon as practicable after the Effective Time, Parent shall cause the 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 Purchaser)) a notice and letter of transmittal advising such holder of the effectiveness of the Merger and the procedure for surrendering to the Paying Agent such certificate or certificates which immediately prior to the Effective Time upon represented outstanding Common Stock (the "Certificates") in exchange for the Merger Consideration deliverable in respect thereof pursuant to this Article I. Upon the surrender for cancellation to the Purchaser Paying Agent of the Certificate(s) held by any record holder of a Certificatesuch 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 in a form reasonably acceptable to Purchasertransmittal, such holder the Paying Agent shall be entitled to receive in exchange for each share of Common Stock represented by such surrendered Certificate a Pro Rata Share of the Initial Distribution Amount to Shareholders. The "Initial Distribution Amount" shall be the Total Shareholder Consideration less the Escrow Amount delivered promptly pay to the Escrow Agent pursuant to Person (as defined in Section 1.5. Promptly upon termination of each of 8.14 hereof) entitled thereto the escrows pursuant to the terms of this Agreement, each such Shareholder shall be entitled to receive his, her or its Pro Rata Share of the particular Escrow Amount distributed to Shareholders. The amounts so payable to a holder of a Certificate(s) shall be paid with a certificate for the number of shares of MW Common Stock having a value (based on the MW Common Stock Value and rounded down to the nearest whole share) equal to the amount so due plus cash Merger Consideration deliverable in lieu of fractional shares and in the amount of any unpaid dividends or other distributions payable on such shares of MW Common Stock with a record date after the Effective Time. The Certificate(s) so surrendered shall be canceledrespect thereof. Until so surrendered, each Certificate shall be deemed, for all corporate purposes, to evidence only the right to receive upon such surrender the Merger Consideration deliverable in respect thereof to which such Person is entitled pursuant to this Article 1. A Certificate I. No interest shall be paid or accrued in respect of such cash payments. (b) If the Merger Consideration (or any portion thereof) is to be delivered to a Person other than the Person in whose name the Certificates surrendered will in exchange therefor are registered, it shall be registered in a condition to the name payment of the beneficial owner 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 said Certificate the foregoing or establish to the satisfaction of the Paying Agent that such taxes have been paid or are not required to be paid. (as set forth in Schedule 2.2c) in In the event any Certificate shall have been lost, stolen or destroyed, upon the voting trust making of an affidavit of that fact by the Person claiming such Certificate to which be lost, stolen or destroyed, the Paying Agent will issue in exchange for such shareholder was lost, stolen or destroyed Certificate the Merger Consideration deliverable in respect thereof as determined in accordance with this Article I, provided that, the Person to whom the Merger Consideration is paid shall, as a party is terminated prior condition precedent to the payment thereof, give Parent a bond in such sum as it may direct or at Closingotherwise indemnify Parent in a manner satisfactory to it against any claim that may be made against Parent with respect to the Certificate claimed to have been lost, stolen or destroyed.

Surrender of Certificates. (a) At any time Concurrently with or prior to the Effective Time, Parent shall designate a bank or trust company located in the United States and reasonably acceptable to the Company to act as paying agent (the "PAYING AGENT") for purposes of making the cash payments contemplated hereby. As soon as practicable after the Effective Time, Parent shall cause the 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 notice and letter of transmittal advising such holder of the effectiveness of the Merger and the procedure for surrendering to the Paying Agent such certificate or certificates which immediately prior to the Effective Time upon represented outstanding Common Stock (the "Certificates") in exchange for the Merger Consideration deliverable in respect thereof pursuant to this Article I. Upon the surrender for cancellation to the Purchaser Paying Agent of the Certificate(s) held by any record holder of a Certificatesuch 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 in a form reasonably acceptable to Purchasertransmittal, such holder the Paying Agent shall be entitled to receive in exchange for each share of Common Stock represented by such surrendered Certificate a Pro Rata Share of the Initial Distribution Amount to Shareholders. The "Initial Distribution Amount" shall be the Total Shareholder Consideration less the Escrow Amount delivered promptly pay to the Escrow Agent pursuant to Person (as defined in Section 1.5. Promptly upon termination of each of 6.15 hereof) entitled thereto the escrows pursuant to the terms of this Agreement, each such Shareholder shall be entitled to receive his, her or its Pro Rata Share of the particular Escrow Amount distributed to Shareholders. The amounts so payable to a holder of a Certificate(s) shall be paid with a certificate for the number of shares of MW Common Stock having a value (based on the MW Common Stock Value and rounded down to the nearest whole share) equal to the amount so due plus cash Merger Consideration deliverable in lieu of fractional shares and in the amount of any unpaid dividends or other distributions payable on such shares of MW Common Stock with a record date after the Effective Time. The Certificate(s) so surrendered shall be canceledrespect thereof. Until so surrendered, each Certificate shall be deemed, for all corporate purposes, to evidence only the right to receive upon such surrender the Merger Consideration deliverable in respect thereof to which such Person is entitled pursuant to this Article 1. A Certificate I. No interest shall be paid or accrued in respect of such cash payments. (b) If the Merger Consideration (or any portion thereof) is to be delivered to a Person other than the Person in whose name the Certificates surrendered will in exchange therefor are registered, it shall be registered in a condition to the name payment of the beneficial owner 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 said Certificate the foregoing or establish to the satisfaction of the Paying Agent that such taxes have been paid or are not required to be paid. (as set forth in Schedule 2.2c) in In the event any Certificate shall have been lost, stolen or destroyed, upon the voting trust making of an affidavit of that fact by the Person claiming such Certificate to which be lost, stolen or destroyed, the Paying Agent will issue in exchange for such shareholder was lost, stolen or destroyed Certificate the Merger Consideration deliverable in respect thereof as determined in accordance with this Article I; provided that, the Person to whom the Merger Consideration is paid shall, as a party is terminated prior condition precedent to the payment thereof, give the Surviving Corporation a bond in such sum as it may direct or at Closingotherwise indemnify the Surviving Corporation in a manner satisfactory to it against any claim that may be made against the Surviving Corporation with respect to the Certificate claimed to have been lost, stolen or destroyed.

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: (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 time 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 upon surrender for cancellation Time, the Parties shall cause the Exchange Agent to mail to the Purchaser Persons who were record holders of shares of Company Capital Stock that were converted into the Certificate(sright to receive the Merger Consideration: (i) held by any record holder 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. Upon surrender of a CertificateCompany Stock Certificate to the Exchange Agent for exchange, together with a duly executed letter of transmittal in a form and such other documents as may be reasonably acceptable to Purchaser, required by the Exchange Agent or Parent: (A) the holder of such holder Company Stock Certificate shall be entitled to receive in exchange for each share therefor a certificate or certificates or book-entry shares representing the Merger Consideration (in a number of whole shares of Parent Common Stock represented by Stock) that such surrendered Certificate a Pro Rata Share of holder has the Initial Distribution Amount right to Shareholders. The "Initial Distribution Amount" shall be the Total Shareholder Consideration less the Escrow Amount delivered to the Escrow Agent pursuant to Section 1.5. Promptly upon termination of each of the escrows receive pursuant to the terms provisions of this Agreement, each such Shareholder shall be entitled to receive his, her or its Pro Rata Share of the particular Escrow Amount distributed to Shareholders. The amounts so payable to a holder of a Certificate(sSection 1.5(a) shall be paid with a certificate for the number of shares of MW Common Stock having a value (based on the MW Common Stock Value and rounded down to the nearest whole share) equal to the amount so due plus cash in lieu of any fractional shares and in the amount share of any unpaid dividends or other distributions payable on such shares of MW Parent Common Stock with a record date after pursuant to the Effective Time. The Certificate(sprovisions of Section 1.5(c)); and (B) the Company Stock Certificate so surrendered shall be canceled. Until so surrenderedsurrendered as contemplated by this Section 1.8(b), each Company Stock Certificate shall be deemed, for all corporate purposesfrom and after the Effective Time, to evidence represent only the right to receive a certificate or certificates or book-entry shares of Parent Common Stock representing the Merger Consideration deliverable (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 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 thereof to which such Person 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 entitled pursuant to this Article 1. A Certificate surrendered will be not registered in the name transfer records of the beneficial owner Company, payment of said 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. (as set forth in Schedule 2.2c) 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 event Merger until such holder surrenders such Company Stock Certificate or provides an affidavit of loss or destruction in lieu thereof in accordance with this Section 1.8 (at which time (or, if later, on the voting trust applicable payment date) such holder shall be entitled, subject to which the effect of applicable abandoned property, escheat or similar Laws, to receive all such shareholder was a party 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 terminated prior 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 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 at Closingdistributions with respect to shares of Parent Common Stock. (e) No Party 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.

Surrender of Certificates. (a) At Not less than five (5) business days prior to the Closing Date, Parent shall designate and enter into an agreement with a bank or trust company to serve as Paying Agent in the Merger (the “Paying Agent”). On or before the Effective Time, Parent shall deliver to the Paying Agent, for the benefit of the stockholders of the Company and otherwise for payment in accordance with this Section 1, sufficient cash necessary for the payment of the Merger Consideration as provided in Section 1.5(b)(iii). Funds made available to the Paying Agent shall be invested by the Paying Agent as directed by Parent (it being understood that any time and all interest or income earned on funds made available to the Paying Agent pursuant to this Agreement shall be turned over to Parent). (b) As promptly as practicable (and no later than five (5) business days) after the Effective Time Time, Parent shall cause the Paying Agent to mail to each holder of record of a Company Stock Certificate (i) a letter of transmittal in a form reasonably acceptable to the Company which shall specify that delivery shall be effected, and risk of loss and title to the Company Stock Certificates shall pass, only upon actual delivery of the Company Stock Certificates to the Paying Agent and shall be in such form and have such other provisions as Parent shall reasonably specify, and (ii) instructions for use in effecting the surrender of the Company Stock Certificates in exchange for the Merger Consideration, without any interest thereon. Upon surrender of Company Stock Certificates for cancellation to the Purchaser of the Certificate(s) held by any record holder of a CertificatePaying Agent, together with a duly executed letter of transmittal in a form and such other documents as the Paying Agent shall reasonably acceptable to Purchaserrequire, the holder of such holder Company Stock Certificates shall be entitled to receive in exchange therefor a check in the amount of the Merger Consideration for each share of Company Common Stock formerly represented by thereby to be mailed within ten (10) business days of receipt of such Company Stock Certificate and letter of transmittal, in accordance with Section 1.5(b)(iii), and the Company Stock Certificates so surrendered Certificate a Pro Rata Share shall be canceled. At the sole discretion of Parent, Parent may make similar arrangements with the Paying Agent for the payment of the Initial Distribution Amount to Shareholders. The "Initial Distribution Amount" shall be the Total Shareholder Option Consideration less the Escrow Amount delivered to the Escrow Agent pursuant to Section 1.5. Promptly upon termination of each holders of the escrows pursuant Company Options; provided, however, that the payment of the applicable Option Consideration shall, in all events, be conditioned upon the holder of the applicable Company Option delivering to Parent or the Paying Agent, as applicable, a written termination agreement releasing the Company, Parent and their respective Affiliates from any and all claims the holder thereof may have in respect of such Company Option. (c) Promptly following the date that is twelve (12) months after the Effective Time, the Paying Agent shall deliver to Parent all cash and any documents in its possession relating to the terms of transactions described in this Agreement, and the Paying Agent’s duties shall terminate. Thereafter, each holder of a Company Stock Certificate shall thereafter look only to Parent for payment of the Merger Consideration and may surrender such Shareholder Company Stock Certificate to the Surviving Corporation or Parent and (subject to applicable abandoned property, escheat and similar laws) receive in exchange therefor the Merger Consideration, without any interest thereon. Notwithstanding the foregoing, none of the Paying Agent, Parent, Merger Sub, the Company or the Surviving Corporation shall be entitled to receive his, her or its Pro Rata Share of the particular Escrow Amount distributed to Shareholders. The amounts so payable liable to a holder of a Certificate(s) shall be paid with a certificate for the number of shares of MW Company Common Stock having for any amounts delivered to a value public official pursuant to applicable abandoned property, escheat or similar Legal Requirements. (based on d) If any Company Stock Certificate shall have been lost, stolen or destroyed, upon the MW Common making of an affidavit of that fact by the person claiming such Company Stock Value Certificate to be lost, stolen or destroyed, the Paying Agent (or if more than twelve (12) months after the Effective Time, the Surviving Corporation), shall issue in exchange for such lost, stolen or destroyed Company Stock Certificate, the Merger Consideration deliverable in respect thereof determined in accordance with this Section 1. When authorizing such issuance in exchange therefor, the board of directors of the Surviving Corporation may, in its discretion and rounded down as a condition precedent to the nearest whole share) equal issuance thereof, require the owner of such lost, stolen or destroyed Company Stock Certificate to deliver to the Paying Agent (or if more than twelve (12) months after the Effective Time, the Surviving Corporation) a bond in such amount so due plus cash in lieu of fractional shares and in as the amount of Surviving Corporation may reasonably request as indemnity against any unpaid claim that may be made against the Surviving Corporation with respect to the Company Stock Certificate alleged to have been lost, stolen or destroyed. (e) Except as required by law, no dividends or other distributions payable on such shares with respect to capital stock of MW Common Stock the Surviving Corporation with a record date after the Effective Time. The Certificate(s) so surrendered Time shall be canceled. Until so surrendered, each Certificate paid to the holder of any unsurrendered Company Stock Certificate. (f) All cash paid in respect of the surrender for exchange of shares of Company Common Stock in accordance with the terms hereof shall be deemeddeemed to be in full satisfaction of all rights pertaining to such shares of Company Common Stock. If, after the Effective Time, Company Stock Certificates are presented to the Surviving Corporation for any reason, they shall be canceled and exchanged as provided in this Section 1.8. (g) The Surviving Corporation (and/or any of its Affiliates) shall be entitled to deduct and withhold from the amounts otherwise payable pursuant to this Agreement to any holder of shares of Company Common Stock or any holders of Company Options such amounts as the Surviving Corporation (and/or any of its Affiliates) is required to deduct and withhold with respect to the making of such payment under the Code, or any applicable Legal Requirement, including any provision of state, local or foreign Tax law. To the extent that amounts are so withheld by the Surviving Corporation or its Affiliates, such withheld amounts shall be treated for all corporate purposespurposes of this Agreement as having been paid to the holder of the shares of Company Common Stock, to evidence only or the right to receive the Merger Consideration deliverable in holder of Company Options, with respect thereof to which such Person is entitled pursuant to this Article 1. A Certificate surrendered will be registered in the name of the beneficial owner of said Certificate (as set forth in Schedule 2.2) in the event the voting trust to which such shareholder deduction and withholding was a party is terminated prior to or at Closingmade.

Surrender of Certificates. (a) At any time or promptly after the Effective Time upon surrender for cancellation Time, Parent shall make available to Equiserve L.P., or a bank reasonably acceptable to the Purchaser Company (the “Exchange Agent”), in trust for the benefit of the Certificate(sholders of shares of Company Common Stock for exchange in accordance with this Article II, (i) held by any record cash in an amount sufficient to pay cash in lieu of fractional shares pursuant to Section 2.3, and (ii) certificates representing the aggregate number of shares of Parent Common Stock issuable pursuant to Section 2.1 hereof. As promptly as practicable after the Effective Time, the Exchange Agent shall mail to each holder of record of a CertificateCertificate or Certificates a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Exchange Agent) and instructions for use in effecting the surrender of the Certificates in exchange for certificates representing Parent Common Stock and cash in lieu of fractional shares, if applicable. Upon surrender of a Certificate or Certificates to the Exchange Agent, together with a duly executed such letter of transmittal in a form reasonably acceptable to Purchasertransmittal, duly executed, the holder of such holder Certificate shall be entitled to receive in exchange therefor the Merger Consideration for each share of Company Common Stock formerly represented by such surrendered Certificate a Pro Rata Share of or Certificates, and the Initial Distribution Amount to Shareholders. The "Initial Distribution Amount" shall be the Total Shareholder Consideration less the Escrow Amount delivered to the Escrow Agent pursuant to Section 1.5. Promptly upon termination of each of the escrows pursuant to the terms of this Agreement, each such Shareholder shall be entitled to receive his, her or its Pro Rata Share of the particular Escrow Amount distributed to Shareholders. The amounts so payable to a holder of a Certificate(s) shall be paid with a certificate for the number of shares of MW Common Stock having a value (based on the MW Common Stock Value and rounded down to the nearest whole share) equal to the amount so due plus cash in lieu of fractional shares and in the amount of any unpaid dividends or other distributions payable on such shares of MW Common Stock with a record date after the Effective Time. The Certificate(s) so surrendered shall forthwith be canceled. Until so surrenderedsurrendered as contemplated by this Article II, from and after the Effective Time each Certificate shall be deemed, for all corporate purposes, deemed to evidence represent only the right to receive the Merger Consideration deliverable (and cash in respect thereof lieu of any fractional share as contemplated by Section 2.3) for each share of Company Common Stock formerly represented by such Certificate, and shall not evidence any interest in, or any right to which such Person exercise the rights of a stockholder of, Parent. If a certificate representing Parent Common Stock is entitled pursuant to this Article 1. A 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 will in exchange therefor is registered, it shall be registered in the name a condition to such issuance or payment that such Certificate be properly endorsed (or accompanied by an appropriate instrument of the beneficial owner of said Certificate (as set forth in Schedule 2.2transfer) in the event the voting trust to which such shareholder was a party is terminated prior to and accompanied by evidence that any applicable stock transfer taxes have been paid or at Closingprovided for.

Surrender of Certificates. (a) At any time after Concurrently with or following the Effective Time Date, upon the surrender for cancellation to the Purchaser of the Certificate(s) held by any record holder Parent of a Certificate, together with a duly executed letter of transmittal in a form reasonably acceptable certificate or certificates which immediately prior to Purchaser, such holder shall be entitled to receive in exchange for each share of the Effective Time represented outstanding Common Stock represented (the "CERTIFICATES") Parent shall promptly pay by such surrendered Certificate a Pro Rata Share wire transfer of the Initial Distribution Amount to Shareholders. The "Initial Distribution Amount" shall be the Total Shareholder Consideration less the Escrow Amount delivered immediately available funds to the Escrow Agent pursuant to Person (as defined in Section 1.5. Promptly upon termination of each of 6.16 hereof) entitled thereto the escrows pursuant to the terms of this Agreement, each such Shareholder shall be entitled to receive his, her or its Pro Rata Share of the particular Escrow Amount distributed to Shareholders. The amounts so payable to a holder of a Certificate(s) shall be paid with a certificate for Merger Consideration times the number of shares of MW Common Stock having a value (based on the MW Common Stock Value and rounded down to the nearest whole share) equal to the amount so due plus cash in lieu of fractional shares and in the amount of any unpaid dividends or other distributions payable on represented by such shares of MW Common Stock with a record date after the Effective Time. The Certificate(s) so surrendered shall be canceledCertificates surrendered. Until so surrendered, each Certificate shall be deemed, for all corporate purposes, to evidence only the right to receive upon such surrender the Merger Consideration deliverable in respect thereof to which such Person is entitled pursuant to this Article 1. A Certificate I. Except as otherwise provided in Section 1.12, no interest shall be paid or accrued in respect of such cash payments. (b) If the Merger Consideration (or any portion thereof) is to be delivered to a Person other than the Person in whose name the Certificates surrendered will in exchange therefor are registered, it shall be registered in a condition to the name payment of the beneficial owner 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 Parent any transfer or other taxes payable by reason of said Certificate the foregoing or establish to the satisfaction of the Parent that such taxes have been paid or are not required to be paid. (as set forth in Schedule 2.2c) in In the event any Certificate shall have been lost, stolen or destroyed, upon the voting trust making of an affidavit of that fact by the Person claiming such Certificate to which be lost, stolen or destroyed, Parent will issue in exchange for such shareholder was lost, stolen or destroyed Certificate the Merger Consideration deliverable in respect thereof as determined in accordance with this Article I, provided that, the Person to whom the Merger Consideration is paid shall, as a party is terminated prior condition precedent to the payment thereof, agree to indemnify the Surviving Corporation against any claim that may be made against the Surviving Corporation with respect to the Certificate claimed to have been lost, stolen or at Closingdestroyed.

Surrender of Certificates. (a) At Prior to the Effective Time, the Company has engaged Corporate Stock Transfer, Inc., to act as exchange agent (the "Transfer Agent") for the payment of the Merger Consideration upon surrender of certificates (the "Certificates" or a "Certificate") representing the Stokes Ellis Shares. Upon surrender of a Certificate for cancellatio▇ ▇▇ ▇▇▇ ▇▇▇nsfer Agent and such other documents as may reasonably be required by the Transfer Agent, the holder of such Certificate will be entitled to receive in exchange therefore the Merger Consideration, and the surrendered Certificate will forthwith be canceled. If any part of the Merger Consideration is to be paid to a Person other than the Person in whose name the Certificate is registered, it will be a condition of exchange that the Certificate will be properly endorsed or otherwise in proper form for transfer and that the Person requesting the exchange will pay any transfer or other taxes required by reason of the exchange to a Person other than the registered holder of such Certificate or establish to the reasonable satisfaction of the Surviving Corporation that such tax has been paid or is not applicable. Until surrendered as contemplated by this Section 2.2, each Certificate will be deemed at any time after the Effective Time to represent only the right to receive, upon surrender for cancellation of such Certificate, the Series A Preferred Stock issuable therefore. (b) The Merger Consideration to be paid upon the surrender of Certificates in accordance with the terms of this Article II will be deemed to have been exchanged and paid in full satisfaction of all rights pertaining to the Purchaser Stokes Ellis Shares theretofore represented by such Certificates and ▇▇▇▇▇ ▇▇▇▇ be no further registration of transfers on the stock transfer books of the Certificate(s) held by Surviving Corporation of the Stokes Ellis Shares that were outstanding immediately prior to the E▇▇▇▇▇▇▇▇ ▇▇▇e. If, after the Effective Time, Certificates are presented to the Surviving Corporation for any record holder of a Certificate, together with a duly executed letter of transmittal in a form reasonably acceptable to Purchaserreason, such Certificate will be canceled and exchanged as provided in this Article II. (c) At any time following six (6) months after the Effective Time, the Surviving Corporation receives a Certificate for transfer, the holder or holders thereof shall be entitled to receive in exchange for each share of Common Stock represented by such surrendered Certificate a Pro Rata Share of the Initial Distribution Amount to Shareholders. The "Initial Distribution Amount" shall be the Total Shareholder Consideration less the Escrow Amount delivered look only to the Escrow Agent pursuant Surviving Corporation (subject to Section 1.5. Promptly upon termination of each of the escrows pursuant abandoned property, escheat or other similar laws) with respect to the terms Merger Consideration payable upon due surrender of this Agreementtheir Certificates, each such Shareholder without any interest thereon. Notwithstanding the foregoing, neither Stokes Ellis, the Surviving Corporation nor the Exchange Agent shall be entitled to receive his, her or its Pro Rata Share of the particular Escrow Amount distributed to Shareholders. The amounts so payable to a ▇▇ ▇▇▇▇▇▇ ▇o any holder of a Certificate(s) shall be paid with a certificate Certificate for the number of shares of MW Common Stock having a value (based on the MW Common Stock Value and rounded down to the nearest whole share) equal to the amount so due plus cash in lieu of fractional shares and in the amount of any unpaid dividends or other distributions payable on such shares of MW Common Stock with a record date after the Effective Time. The Certificate(s) so surrendered shall be canceled. Until so surrendered, each Certificate shall be deemed, for all corporate purposes, to evidence only the right to receive the Merger Consideration deliverable in respect thereof delivered to which such Person is entitled a public official pursuant to this Article 1. A Certificate surrendered will be registered in the name of the beneficial owner of said Certificate (as set forth in Schedule 2.2) in the event the voting trust to which such shareholder was a party is terminated prior to any applicable abandoned property, escheat or at Closingsimilar law.

Surrender of Certificates. (a) At any time Promptly after the Effective Time Time, Parent will cause its transfer agent (the "Transfer Agent") to send a letter to each holder of shares of Company Common Stock that have been converted into Parent Common Stock and cash advising such holder that upon surrender for cancellation to the Purchaser of the Certificate(s) held by any record holder Transfer Agent of a Certificatecertificate or certificates representing such shares, together along with a duly executed letter of transmittal in a the form reasonably acceptable to Purchaserenclosed therein, such the holder shall be entitled to receive in exchange for each share of Common Stock represented by such surrendered Certificate a Pro Rata Share of the Initial Distribution Amount to Shareholders. The "Initial Distribution Amount" shall be the Total Shareholder Consideration less the Escrow Amount delivered to the Escrow Agent pursuant to Section 1.5. Promptly upon termination of each of the escrows pursuant to the terms of this Agreement, each such Shareholder shall be entitled to receive his, her or its Pro Rata Share of the particular Escrow Amount distributed to Shareholders. The amounts so payable to a holder of a Certificate(s) shall be paid with a certificate for representing the number of shares of MW Parent Common Stock having a value (based on the MW Common Stock Value and rounded down to the nearest whole share) equal to the amount so due plus cash in lieu of fractional shares and in the amount of any unpaid dividends or other distributions payable on into which such shares of MW Company Common Stock with shall have been converted pursuant to the provisions of Section 1.3. If any certificate for shares of Parent Common Stock is to be issued, or the cash portion of the Merger Consideration is to be paid, to a record date after Person other than the Effective Time. The Certificate(s) Person whose name the certificate for Company Common Stock surrendered in exchange therefor is registered, it shall be a condition of the issuance and payment thereof that the certificate so surrendered shall be canceledproperly endorsed and otherwise in proper form for transfer, and that the Person requesting such exchange pay to Parent or its agent designated for such purpose any transfer or other taxes required, or establish to the satisfaction of Parent or its agent that such tax has been paid or is not payable. Until so surrenderedIf any holder of Company Common Stock canceled and retired in accordance with this Agreement is unable to deliver a certificate or certificates representing such shares of the holder, each Certificate Parent, in the absence of actual notice that any shares theretofore represented by any such certificate have been acquired by a bona fide purchaser, shall be deemed, for all corporate purposes, deliver to evidence only such holder the right to receive the Merger Consideration deliverable in respect thereof number of shares of Parent Common Stock and cash to which such holder is entitled in accordance with the provisions of this Agreement upon the presentation of the following: (i) evidence satisfactory to Parent (a) that such Person is the owner of the shares theretofore represented by each certificate claimed by him, her or it to be lost, wrongfully taken or destroyed and (b) that he, she or it is the Person who would be entitled to present each such certificate for conversion pursuant to this Article 1. A Certificate surrendered will Agreement; and (ii) such security or indemnity as may be registered in reasonably requested by Parent to indemnify and hold Parent and the name of the beneficial owner of said Certificate (as set forth in Schedule 2.2) in the event the voting trust to which such shareholder was a party is terminated prior to or at ClosingTransfer Agent harmless.

Surrender of Certificates. (a) On or prior to the Closing Date, PubCo and the Company shall jointly select a reputable bank, transfer agent or trust company to act as exchange agent in the Merger (the “Exchange Agent”). At any time the Effective Time, PubCo shall deposit with the Exchange Agent evidence of book-entry shares representing the shares of PubCo Common Stock issuable pursuant to Section 2.5(a) in exchange for shares of Company Capital Stock. (b) Promptly after the Effective Time upon surrender for cancellation Time, the Parties shall cause the Exchange Agent to mail to the Purchaser Persons who were record holders of shares of Company Capital Stock that were converted into the Certificate(sright to receive the Merger Consideration: (i) held by any record holder a letter of a Certificatetransmittal in customary form and containing such provisions as PubCo may reasonably specify and (ii) instructions for effecting the surrender of Company Stock Certificates, together with if any, in exchange for book-entry shares of PubCo Common Stock. Upon surrender of a duly executed letter of transmittal in a form and such other documents as may be reasonably acceptable to Purchaserrequired by the Exchange Agent or PubCo, the record holder of such holder Company Capital Stock shall be entitled to receive in exchange for each share therefor book-entry shares representing the Merger Consideration (in a number of whole shares of PubCo Common Stock represented by Stock) that such surrendered Certificate a Pro Rata Share of record holder has the Initial Distribution Amount right to Shareholders. The "Initial Distribution Amount" shall be the Total Shareholder Consideration less the Escrow Amount delivered to the Escrow Agent pursuant to Section 1.5. Promptly upon termination of each of the escrows receive pursuant to the terms provisions of this Agreement, each such Shareholder shall be entitled to receive his, her or its Pro Rata Share of the particular Escrow Amount distributed to Shareholders. The amounts so payable to a holder of a Certificate(sSection 2.5(a). (c) shall be paid with a certificate for the number of shares of MW Common Stock having a value (based on the MW Common Stock Value and rounded down to the nearest whole share) equal to the amount so due plus cash in lieu of fractional shares and in the amount of any unpaid No dividends or other distributions payable on such shares of MW declared or made with respect to PubCo Common Stock with a record date after the Effective Time. The Certificate(s) so surrendered Time shall be canceled. Until so surrendered, each Certificate shall be deemed, for all corporate purposes, paid to evidence only the record holder of any Company Capital Stock with respect to the shares of PubCo Common Stock that such holder has the right to receive in the Merger Consideration until such holder delivers a duly executed letter of transmittal (at which time (or, if later, on the applicable payment date) such record 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 shares of PubCo Common Stock deposited with the Exchange Agent that remain undistributed to record holders of Company Capital Stock as of the date that is 180 days after the Closing Date shall be delivered to PubCo upon demand, and any record holders of Company Capital Stock who have not theretofore delivered a duly executed letter of transmittal in accordance with this Section 2.7 shall thereafter look only to PubCo for satisfaction of their claims for PubCo Common Stock and any dividends or distributions with respect to shares of PubCo Common Stock. (e) Each of the Exchange Agent, PubCo and the Surviving Corporation shall be entitled to deduct and withhold from any consideration deliverable in respect thereof to which such Person is entitled pursuant to this Article Agreement such amounts as are required to be deducted or withheld from such consideration under the Code or under any other applicable Tax Law; provided, that if PubCo intends to deduct or withhold (or intends to instruct the Exchange Agent to deduct or withhold) from any payment of consideration deliverable pursuant to this Agreement, PubCo shall use commercially reasonable efforts to (1. A Certificate surrendered will ) provide the Company and the applicable payee with reasonably advance notice of such intention to withhold and (2) permit the Company and/or such payee to provide such certifications or other documentation as may be registered in the name of the beneficial owner of said Certificate (as set forth in Schedule 2.2) in the event the voting trust necessary and appropriate to which permit such shareholder was a party is terminated prior payment to be made free of, or at Closinga reduced rate of, withholding. To the extent such amounts are so deducted or withheld and remitted to the appropriate Governmental Authority in accordance with applicable Law, 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 record holder of Company Capital Stock or to any other Person with respect to any shares of PubCo 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.

Surrender of Certificates. (a) At any time As soon as practicable after the Effective Time upon surrender for cancellation but in no event later than three (3) business days following the Effective Time, Computershare Investor Services LLP (the "Exchange Agent"), pursuant to documentation reasonably acceptable to Purchaser and the Purchaser Company consistent with the terms hereof, shall mail to each holder of record of a certificate or certificates which, as of the Certificate(sEffective Time, represented outstanding shares of Company Common Stock (each, a "Certificate"): (i) held by any record holder of a Certificate, together with a duly executed form letter of transmittal which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates (or a lost certificate affidavit and bond in a form reasonably acceptable to Purchaserthe Exchange Agent) to the Exchange Agent; and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the Merger Consideration. Upon surrender of a Certificate for cancellation to the Exchange Agent (or a lost certificate affidavit and bond in a form reasonably acceptable to the Exchange Agent), together with such letter of transmittal, duly executed, the holder of such Certificate shall be entitled to receive receive, in exchange for each share therefor, (i) a certificate evidencing the whole number of shares of Purchaser Common Stock into which the shares of Company Common Stock, theretofore represented by such surrendered the Certificate a Pro Rata Share of the Initial Distribution Amount to Shareholders. The "Initial Distribution Amount" so surrendered, shall be the Total Shareholder Consideration less the Escrow Amount delivered to the Escrow Agent pursuant to Section 1.5. Promptly upon termination of each of the escrows have been converted pursuant to the terms provisions of this AgreementSection 1.2, each plus (ii) the aggregate amount of Per Share Cash Consideration which such Shareholder shall holder would be entitled to receive hispursuant to Section 1.2 plus, her or its Pro Rata Share of the particular Escrow Amount distributed to Shareholders. The amounts so (iii) such additional cash amount, if any, payable to a holder of a Certificate(s) shall be paid with a certificate for the number of shares of MW Common Stock having a value (based on the MW Common Stock Value and rounded down to the nearest whole share) equal to the amount so due plus cash in lieu of fractional shares in accordance with Section 1.5(c), and the Certificate so surrendered shall be cancelled. 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 for exchange is registered, it shall be a condition to the exchange 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 any national securities exchange in the amount United States or the National Association of any unpaid dividends Securities Dealers, Inc., or by a commercial bank or trust company or other distributions payable on 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 shares of MW Common Stock with a record date taxes have been paid or are not payable. From and after the Effective Time. The Certificate(s) so surrendered , there shall be canceled. Until so surrendered, each Certificate no transfers on the stock transfer books of the Company of any shares of Company Common Stock outstanding immediately prior to the Effective Time and any such shares of Company Common Stock presented to the Exchange Agent shall be deemed, cancelled in exchange for all corporate purposes, to evidence only the right to receive the Merger Consideration deliverable payable with respect thereto as provided in respect thereof to which such Person is entitled pursuant to this Article 1. A Certificate surrendered will be registered in the name of the beneficial owner of said Certificate (as set forth in Schedule 2.2) in the event the voting trust to which such shareholder was a party is terminated prior to or at ClosingSection 1.2 above.

Surrender of Certificates. (a) At any time after Concurrently with or following the Effective Time Date, upon the surrender for cancellation to the Purchaser of the Certificate(s) held by any record holder Parent of a Certificate, together with a duly executed letter of transmittal in a form reasonably acceptable certificate or certificates which immediately prior to Purchaser, such holder shall be entitled to receive in exchange for each share of the Effective Time represented outstanding Common Stock represented (the "Certificates") Parent shall promptly pay by such surrendered Certificate a Pro Rata Share wire transfer of the Initial Distribution Amount to Shareholders. The "Initial Distribution Amount" shall be the Total Shareholder Consideration less the Escrow Amount delivered immediately available funds to the Escrow Agent pursuant to Person (as defined in Section 1.5. Promptly upon termination of each of 6.16 hereof) entitled thereto the escrows pursuant to the terms of this Agreement, each such Shareholder shall be entitled to receive his, her or its Pro Rata Share of the particular Escrow Amount distributed to Shareholders. The amounts so payable to a holder of a Certificate(s) shall be paid with a certificate for Merger Consideration times the number of shares of MW Common Stock having a value (based on the MW Common Stock Value and rounded down to the nearest whole share) equal to the amount so due plus cash in lieu of fractional shares and in the amount of any unpaid dividends or other distributions payable on represented by such shares of MW Common Stock with a record date after the Effective Time. The Certificate(s) so surrendered shall be canceledCertificates surrendered. Until so surrendered, each Certificate shall be deemed, for all corporate purposes, to evidence only the right to receive upon such surrender the Merger Consideration deliverable in respect thereof to which such Person is entitled pursuant to this Article 1. A Certificate I. Except as otherwise provided in Section 1.12, no interest shall be paid or accrued in respect of such cash payments. (b) If the Merger Consideration (or any portion thereof) is to be delivered to a Person other than the Person in whose name the Certificates surrendered will in exchange therefor are registered, it shall be registered in a condition to the name payment of the beneficial owner 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 Parent any transfer or other taxes payable by reason of said Certificate the foregoing or establish to the satisfaction of the Parent that such taxes have been paid or are not required to be paid. (as set forth in Schedule 2.2c) in In the event any Certificate shall have been lost, stolen or destroyed, upon the voting trust making of an affidavit of that fact by the Person claiming such Certificate to which be lost, stolen or destroyed, Parent will issue in exchange for such shareholder was lost, stolen or destroyed Certificate the Merger Consideration deliverable in respect thereof as determined in accordance with this Article I, provided that, the Person to whom the Merger Consideration is paid shall, as a party is terminated prior condition precedent to the payment thereof, agree to indemnify the Surviving Corporation against any claim that may be made against the Surviving Corporation with respect to the Certificate claimed to have been lost, stolen or at Closingdestroyed.

Surrender of Certificates. (a) On or prior to the Closing Date, Forza and the Company shall mutually 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 Company shall deposit with the Exchange Agent any time certificates representing Company Common Stock or non-certificated shares of Company Common Stock represented by book entry that are issuable pursuant to Section 1.5(a) (or make appropriate alternative arrangements if uncertificated shares of Company Common Stock represented by book-entry shares will be issued). The shares of Company 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) At or before the Effective Time, Forza will deliver to the Company a true, complete and accurate listing of all record holders of Forza Common Stock at the Effective Time, including the number and class of Forza Capital Stock held by such record holder, all shares of Forza Common Stock represented by book-entry shares (“Forza Book-Entry Shares”), all shares held by certificates (“Forza Share Certificates”) and the number of shares of Company Common Stock such holder is entitled to receive pursuant to Section 1.5 (the “Forza Allocation Schedule”). Promptly after the Effective Time upon surrender for cancellation Time, the Company shall cause the Exchange Agent to mail to the Purchaser Persons who were record holders of Forza Common Stock immediately prior to the Certificate(sEffective Time: (i) held by any record holder a letter of transmittal in customary form and containing such provisions as the Company may reasonably specify (including a provision confirming that delivery of Forza Share Certificates shall be effected, and risk of loss and title to Forza Share Certificates shall pass, only upon delivery of such Forza Share Certificates to the Exchange Agent); and (ii) instructions for effecting the surrender of Forza Share Certificates or Forza Book-Entry Shares in exchange for certificated or non-certificated book entry shares representing shares of Company Common Stock. Upon (i) surrender of a CertificateForza Share Certificate to the Exchange Agent for exchange; or (ii) receipt of an “agent’s message” by the Exchange Agent (or such other evidence, if any, of transfer as the Exchange Agent may reasonably request) in the case of Forza Book-Entry Shares; in each case, together with a duly executed letter of transmittal in a form and such other documents as may be reasonably acceptable to Purchaser, required by the Exchange Agent or the Company: (A) the holder of such holder Forza Common Stock shall be entitled to receive in exchange for therefor a certificate or book entry representing the number of whole shares of Company Common Stock that such holder has the right to receive pursuant to the provisions of Section 1.5(a); and (B) Forza Share Certificate so surrendered or Forza Book-Entry Share shall be canceled. Until surrendered as contemplated by this Section 1.7(b), each share of Forza Common Stock represented by such surrendered Certificate a Pro Rata Share of the Initial Distribution Amount to Shareholders. The "Initial Distribution Amount" shall be deemed, from and after the Total Shareholder Consideration less Effective Time, to represent only the Escrow Amount delivered right to receive shares of Company Common Stock. If any Forza Share Certificate shall have been lost, stolen or destroyed, Forza shall, in its discretion and as a condition precedent to the Escrow Agent pursuant to Section 1.5. Promptly upon termination delivery of each of the escrows pursuant to the terms of this Agreement, each such Shareholder shall be entitled to receive his, her any certificate or its Pro Rata Share of the particular Escrow Amount distributed to Shareholders. The amounts so payable to a holder of a Certificate(s) shall be paid with a certificate for the number of book entry representing shares of MW Company Common Stock having a value Stock, require the owner of such lost, stolen or destroyed Forza Share Certificate to provide an applicable affidavit and indemnification agreement with respect to such Forza Share Certificate and post any bond required by the Transfer Agent. (based on the MW Common Stock Value and rounded down to the nearest whole sharec) equal to the amount so due plus cash in lieu of fractional shares and in the amount of any unpaid No dividends or other distributions payable on such shares of MW declared or made with respect to Company Common Stock with a record date after the Effective Time. The Certificate(s) so surrendered Time shall be canceled. Until so surrendered, each Certificate shall be deemed, for all corporate purposes, paid to evidence only the holder of any unsurrendered share of Forza Common Stock with respect to Company Common Stock that such holder has the right to receive in the Merger Consideration until such holder surrenders such share of Forza Common Stock or an affidavit of loss or destruction in lieu thereof in accordance with this Section 1.7(c) (at which time 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 shares of Forza Common Stock as of the first anniversary of the Closing Date shall be delivered to the Company upon demand, and any holders of Forza Common Stock who have not theretofore surrendered their Forza Common Stock in accordance with this Section 1.7 (d) shall thereafter look only to the Company for satisfaction of their claims for Company Common Stock and any dividends or distributions with respect to shares of Company Common Stock. (e) Each of the Parties, the Exchange Agent, and their respective Affiliates shall be entitled to deduct and withhold from any consideration deliverable in respect thereof to which such Person is entitled or payable pursuant to this Article 1Agreement to any holder of any Forza Common Stock or any other Person 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 IRS Form W-9 (or the appropriate IRS Form W-8, as applicable) from any recipient of payments hereunder. A Certificate surrendered will To the extent such amounts are so deducted or withheld, and timely remitted to the appropriate taxing authority in accordance with applicable Law, such amounts shall be registered in treated for all purposes under this Agreement as having been paid to the name Person to whom such amounts would otherwise have been paid. (f) No party to this Agreement shall be liable to any holder of the beneficial owner any Forza Common Stock or to any other Person with respect to any shares of said Certificate Company Common Stock (as set forth in Schedule 2.2or dividends or distributions with respect thereto) in the event the voting trust or for any cash amounts delivered to which such shareholder was a party is terminated prior any public official pursuant to any applicable abandoned property law, escheat law or at Closingsimilar Legal Requirement.

Surrender of Certificates. As soon as practicable, but no later than five (a5) At any time Business Days after the Effective Time upon surrender for cancellation date hereof, the Company shall mail to the Purchaser of the Certificate(s) held by any record each holder of record of a Certificate, together with certificate representing outstanding Company Shares (the “Certificates”) (1) a duly executed letter of transmittal in the form attached hereto as Exhibit D (the “Letter of Transmittal”) and (2) instructions for use in effecting the surrender of the Certificates in exchange for the Merger Consideration contemplated to be paid to the Company Stockholders pursuant to this Section 3.2. As a form reasonably acceptable condition to Purchasereach Certificate holder’s receipt of a portion of the Merger Consideration, but subject to Section 3.6 hereof, each holder of a Certificate shall (i) surrender a Certificate to the Representative or its designee for cancellation and (ii) deliver an executed Letter of Transmittal (which shall include a joinder to the Representative Agreement). Upon receipt by the Parent or the Transfer Agent, as applicable, of the items set forth in the immediately preceding sentence (but in no event earlier than the Effective Time), the holder of such holder Certificate shall be entitled to receive in exchange for therefor the portion of the Preferred Share Merger Consideration, or the Common Per Share Merger Consideration, as applicable (adjusted in each share of Common Stock case as contemplated in Section 3.4 and Section 3.5 hereof) represented by such Certificate as set forth above, which Merger Consideration shall be payable upon such proper surrender by Parent or the Transfer Agent, as applicable, by delivery of a certified or bank cashier’s check or by wire transfer, and the Certificate so surrendered Certificate a Pro Rata Share shall forthwith be cancelled upon delivery thereof to Parent or the Transfer Agent, as applicable. No interest will be paid or accrued on any portion of the Initial Distribution Amount Merger Consideration payable to Shareholdersholders of Certificates. The "Initial Distribution Amount" In the event of a transfer of ownership of Company Shares that is not registered in the transfer records of the Company, payment may be made to a transferee if the Certificate representing such Company Shares is presented to Parent or the Transfer Agent, as applicable, accompanied by all documents required to evidence and effect such transfer and by evidence that any applicable stock transfer taxes have been paid. Notwithstanding any contrary provision set forth in this Agreement, neither Parent nor the Transfer Agent, nor the Representative shall be pay to any holder of a Certificate that portion of the Total Shareholder Merger Consideration less represented by such Company Stockholder’s share of the Escrow Amount delivered to the Escrow Agent pursuant to Section 1.5. Promptly upon termination of each of the escrows Funds until such time as such amount, if any, is distributable pursuant to the terms of this Agreement, each such Shareholder shall be entitled to receive his, her or its Pro Rata Share and conditions of the particular General Escrow Amount distributed to Shareholders. The amounts so payable to a holder of a Certificate(s) shall be paid with a certificate for the number of shares of MW Common Stock having a value (based on the MW Common Stock Value and rounded down to the nearest whole share) equal to the amount so due plus cash in lieu of fractional shares and in the amount of any unpaid dividends or other distributions payable on such shares of MW Common Stock with a record date after the Effective Time. The Certificate(s) so surrendered shall be canceled. Until so surrendered, each Certificate shall be deemed, for all corporate purposes, to evidence only the right to receive the Merger Consideration deliverable in respect thereof to which such Person is entitled pursuant to this Article 1. A Certificate surrendered will be registered in the name of the beneficial owner of said Certificate (as set forth in Schedule 2.2) in the event the voting trust to which such shareholder was a party is terminated prior to or at ClosingAgreement.

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: (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 time 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, or uncertificated shares of Company Capital Stock, in exchange for shares of Parent Common Stock. 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 shall be entitled to receive in exchange therefor 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) such 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 shares of Parent Common Stock representing the Merger Consideration (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 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 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 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 upon surrender for cancellation shall be paid to the Purchaser of the Certificate(s) held by any record holder of a 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, together with a duly executed letter of transmittal and such other documents as may be reasonably required by the Exchange Agent or Parent, or provides an affidavit of loss, theft or destruction in a form reasonably acceptable to Purchaserlieu thereof in accordance with this Section 1.8 (at which time (or, if later, on the applicable payment date) such holder shall be entitled entitled, subject to the effect of applicable abandoned property, escheat or similar Laws, to receive in exchange for each share of Common Stock represented by all such surrendered Certificate a Pro Rata Share dividends and distributions, without interest). (d) Any portion of the Initial Distribution Amount Exchange Fund that remains undistributed to Shareholders. The "Initial Distribution Amount" holders of Company Capital Stock as of the date that is one (1) year after the Closing Date shall be the Total Shareholder Consideration less the Escrow Amount delivered to the Escrow Agent pursuant 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 Section 1.5. Promptly upon termination Parent for satisfaction of each of the escrows pursuant to the terms of this Agreementtheir claims for Parent Common Stock, each such Shareholder shall be entitled to receive his, her or its Pro Rata Share of the particular Escrow Amount distributed to Shareholders. The amounts so payable to a holder of a Certificate(s) shall be paid with a certificate for the number of shares of MW Common Stock having a value (based on the MW Common Stock Value and rounded down to the nearest whole share) equal to the amount so due plus cash in lieu of fractional shares of Parent Common Stock and in the amount 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 unpaid Company Capital Stock or to any other Person with respect to any shares of Parent Common Stock (or dividends or other distributions payable on such shares of MW Common Stock with a record date after the Effective Time. The Certificate(srespect thereto) so surrendered shall be canceled. Until so surrendered, each Certificate shall be deemed, or for all corporate purposes, any cash amounts delivered to evidence only the right to receive the Merger Consideration deliverable in respect thereof to which such Person is entitled any public official pursuant to this Article 1. A Certificate surrendered will be registered in the name of the beneficial owner of said Certificate (as set forth in Schedule 2.2) in the event the voting trust to which such shareholder was a party is terminated prior to any applicable abandoned property Law, escheat Law or at Closingsimilar Law.

Surrender of Certificates. (a) At any time Promptly after the Effective Time, Holdings shall cause the Exchange Agent to mail and otherwise make available to each record holder as of the Effective Time upon surrender for cancellation of an outstanding certificate or certificates that immediately prior to the Purchaser Effective Time represented shares of AFC Common Stock (the "Certificates"), a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificate(sCertificates to the Exchange Agent) held by any record holder and instructions for use in effecting the surrender of a Certificatethe Certificates for payment therefor and conversion thereof, which letter of transmittal shall comply with all applicable rules and regulations of the NASDAQ Stock Market ("NASDAQ"). Upon surrender to the Exchange Agent of the Certificates, together with a duly executed such letter of transmittal in a form reasonably acceptable to Purchaserduly executed, the holder of such holder Certificates shall be entitled to receive promptly in exchange for each share of Common Stock represented by therefor a check representing the Merger Consideration to which such surrendered Certificate a Pro Rata Share of the Initial Distribution Amount to Shareholders. The "Initial Distribution Amount" holder shall be the Total Shareholder Consideration less the Escrow Amount delivered to the Escrow Agent have become entitled pursuant to Section 1.52.2 and the Plan of Merger, and the Certificates so surrendered shall forthwith be canceled. Promptly upon termination of each If any portion of the escrows pursuant Merger Consideration to be received upon exchange of a Certificate is to be paid to a person other than the terms of this Agreementperson in whose name the Certificate surrendered and exchanged therefor is registered, each such Shareholder it shall be entitled to receive his, her or its Pro Rata Share a condition of such payment that the particular Escrow Amount distributed to Shareholders. The amounts so payable to a holder of a Certificate(s) shall be paid with a certificate for the number of shares of MW Common Stock having a value (based on the MW Common Stock Value and rounded down to the nearest whole share) equal to the amount so due plus cash in lieu of fractional shares and in the amount of any unpaid dividends or other distributions payable on such shares of MW Common Stock with a record date after the Effective Time. The Certificate(s) Certificate so surrendered shall be canceledproperly endorsed or otherwise in proper form for transfer and that the person requesting such exchange shall pay in advance any transfer or other taxes required by reason of the issuance of a check representing cash to such other person, or establish to the reasonable satisfaction of the Exchange Agent that such tax has been paid or that no such tax is applicable. Until so surrenderedFrom the Effective Time until surrender in accordance with the provisions of this Section 2.4 and the Plan of Merger, each Certificate (other than Certificates held by Holdings or any of its Subsidiaries) shall be deemed, represent for all corporate purposes, to evidence purposes only the right to receive the Merger Consideration deliverable Consideration. All payments in respect thereof of AFC Common Stock that are made in accordance with the terms hereof shall be deemed to which have been made in full satisfaction of all rights pertaining to such Person is entitled pursuant to this Article 1. A Certificate surrendered will be registered in the name of the beneficial owner of said Certificate (as set forth in Schedule 2.2) in the event the voting trust to which such shareholder was a party is terminated prior to or at Closingsecurities.

Surrender of Certificates. (a) No later than 10 Business Days after the date that the Registration Statement is declared effective, 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: (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 time 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 upon surrender for cancellation Time, the Parties shall cause the Exchange Agent to mail to the Purchaser Persons who were record holders of shares of Company Capital Stock that were converted into the Certificate(sright to receive the Merger Consideration: (i) held by any record holder 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. Upon surrender of a CertificateCompany Stock Certificate to the Exchange Agent for exchange, together with a duly executed letter of transmittal in a form and such other documents as may be reasonably acceptable to Purchaser, required by the Exchange Agent or Parent: (A) the holder of such holder Company Stock Certificate shall be entitled to receive in exchange for each share therefor a certificate or certificates or book-entry shares representing the Merger Consideration (in a number of whole shares of Parent Common Stock represented by Stock) that such surrendered Certificate a Pro Rata Share of holder has the Initial Distribution Amount right to Shareholders. The "Initial Distribution Amount" shall be the Total Shareholder Consideration less the Escrow Amount delivered to the Escrow Agent pursuant to Section 1.5. Promptly upon termination of each of the escrows receive pursuant to the terms provisions of this Agreement, each such Shareholder shall be entitled to receive his, her or its Pro Rata Share of the particular Escrow Amount distributed to Shareholders. The amounts so payable to a holder of a Certificate(sSection 1.5(a) shall be paid with a certificate for the number of shares of MW Common Stock having a value (based on the MW Common Stock Value and rounded down to the nearest whole share) equal to the amount so due plus cash in lieu of any fractional shares and in the amount share of any unpaid dividends or other distributions payable on such shares of MW Parent Common Stock with a record date after pursuant to the Effective Time. The Certificate(sprovisions of Section 1.5(c)); and (B) the Company Stock Certificate so surrendered shall be canceled. Until so surrenderedsurrendered as contemplated by this Section 1.8(b), each Company Stock Certificate shall be deemed, for all corporate purposesfrom and after the Effective Time, to evidence represent only the right to receive a certificate or certificates or book-entry shares of Parent Common Stock representing the Merger Consideration deliverable (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 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 thereof to which such Person 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 entitled pursuant to this Article 1. A Certificate surrendered will be not registered in the name transfer records of the beneficial owner Company, payment of said the Merger Consideration in respect of such Company Stock Certificate 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 any and all rights pertaining to Company Capital Stock formerly represented by such Company Stock Certificate. (as set forth in Schedule 2.2c) 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 event Merger until such holder surrenders such Company Stock Certificate or provides an affidavit of loss or destruction in lieu thereof in accordance with this Section 1.8 (at which time (or, if later, on the voting trust applicable payment date) such holder shall be entitled, subject to which the effect of applicable abandoned property, escheat or similar Laws, to receive all such shareholder was a 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 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, 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 is terminated prior to this Agreement shall be liable to any holder of any Company Stock Certificate or at Closingto 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.

Surrender of Certificates. (a) Within 45 days from the date hereof, Milan shall appoint Citibank, N.A. or one of its Affiliates or, if Citibank N.A. and its Affiliates shall refuse to act, one or more banks or trust companies or other independent financial institutions (each of which institution and appointment shall be subject to the written consent of the Company, such consent not to be unreasonably withheld, conditioned or delayed) to act as: (i) depositary under the Deposit Agreement (the “Depositary”) in connection with the issuance of Milan Depositary Shares, and (ii) exchange agent in the Merger (the “Exchange Agent”) pursuant to an exchange agent agreement with the Exchange Agent, which agreement shall set forth the duties, responsibilities and obligations of the Exchange Agent consistent with the terms of this Agreement. (b) At any time the Effective Time, (i) Milan shall allot, issue and deposit with the Depositary (or its designee), for the benefit of the holders of shares of Company Common Stock, such number of Milan Ordinary Shares as is equal to the Milan Depositary Shares issuable pursuant to Section 1.5(a), inter alia, in exchange for shares of Company Capital Stock and (ii) the Depositary shall issue the Milan Depositary Shares comprising the Share Consideration. The Merger Consideration, and amounts paid and Milan Ordinary Shares issued pursuant to the CVR Agreement, are in consideration of the cancellation of Company Capital Stock pursuant to this Agreement and the issue of 999 further shares by HoldCo to Milan. (c) Promptly after the Effective Time upon surrender for cancellation Time, the Parties shall cause the Exchange Agent to mail to the Purchaser Persons who were record holders of shares of Company Capital Stock that were converted into the Certificate(sright to receive the Merger Consideration: (i) held by any record holder a letter of transmittal in customary form and containing such provisions as Milan 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 delivery of such Company Stock Certificates to the Exchange Agent); and (ii) instructions for effecting the surrender of Company Stock Certificates in exchange for the Merger Consideration. Upon surrender of a CertificateCompany Stock Certificate to the Exchange Agent for exchange, together with a duly executed letter of transmittal in a form and such other documents as may be reasonably acceptable to Purchaser, required by the Exchange Agent or Milan: (A) the holder of such holder Company Stock Certificate shall be entitled to receive in exchange for therefor (i) the number of whole book-entry Milan Depositary Shares, and (ii) the number of Milan CVRs, in each share of Common Stock represented by case that such surrendered Certificate a Pro Rata Share of holder has the Initial Distribution Amount right to Shareholders. The "Initial Distribution Amount" shall be the Total Shareholder Consideration less the Escrow Amount delivered to the Escrow Agent pursuant to Section 1.5. Promptly upon termination of each of the escrows receive pursuant to the terms provisions of Section 1.5(a); and (B) the Company Stock Certificate so surrendered shall be canceled. Until surrendered as contemplated by this AgreementSection 1.8(c), each such Shareholder Company Stock Certificate shall be entitled deemed, from and after the Effective Time, to represent only the right to receive histhe Merger Consideration. If any Company Stock Certificate shall have been lost, her stolen or destroyed, Milan may, in its Pro Rata Share of the particular Escrow Amount distributed to Shareholders. The amounts so payable to discretion and as a holder of a Certificate(s) shall be paid with a certificate for the number of shares of MW Common Stock having a value (based on the MW Common Stock Value and rounded down condition precedent to the nearest whole share) equal delivery of any Milan Depositary Shares or Milan CVRs, require the owner of such lost, stolen or destroyed Company Stock Certificate to provide an applicable affidavit with respect to such Company Stock Certificate and post a bond indemnifying Milan against any claim suffered by Milan related to the amount so due plus cash lost, stolen or destroyed Company Stock Certificate or any Milan Depositary Shares or Milan CVRs issued in lieu of fractional shares and in the amount of any unpaid exchange therefor as Milan may reasonably request. (d) No dividends or other distributions payable on declared or made with respect to Milan Depositary Shares, or Milan Ordinary Shares underlying such shares of MW Common Stock Milan Depositary Shares, with a record date after the Effective Time. The Certificate(s) so surrendered Time shall be canceled. Until so surrendered, each paid to the holder of any unsurrendered Company Stock Certificate shall be deemed, for all corporate purposes, with respect to evidence only the Milan Depositary Shares that such holder has the right to receive in the Merger Consideration deliverable until such holder surrenders such Company Stock Certificate or provides an affidavit of loss or destruction in lieu thereof in accordance with this Section 1.8 (at which time 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). (e) Any Milan Depositary Shares that remain undistributed to holders of Company Stock Certificates as of the date that is 180 days after the Closing Date shall be delivered to Milan or a person nominated in writing by Milan upon demand and may be cancelled, 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 Milan for satisfaction of their claims for Milan Depositary Shares and any dividends or distributions with respect thereof to Milan Depositary Shares. If any Company Stock Certificate has not been surrendered prior to the fifth anniversary of the Effective Time, or immediately prior to such earlier date on which the Merger Consideration, or any dividends or distributions, as contemplated by Section 1.8(d), to which such Company Stock Certificate would otherwise entitle its holder would escheat to or become the property of any Governmental Authority, any such shares, cash, dividends or distributions in respect of such Company Stock Certificate shall, to the extent permitted by applicable Law, become the property of Milan, free and clear of all claims or interest of any Person is previously entitled thereto, and no consideration or compensation shall be payable therefor. (f) Each of the Exchange Agent, Milan and the Surviving Corporation shall be entitled to deduct and withhold from any consideration deliverable pursuant to this Article 1Agreement such amounts as are required to be deducted or withheld from such consideration under the Code or under any other applicable Law. A To the extent such amounts are so deducted or withheld, and remitted to the appropriate Tax 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. (g) No Party shall be liable to any holder of any Company Stock Certificate surrendered will be registered in the name of the beneficial owner of said Certificate or to any other Person with respect to any Milan Depositary Shares (as set forth in Schedule 2.2or dividends or distributions with respect thereto) in the event the voting trust or for any cash amounts delivered to which such shareholder was a party is terminated prior any public official pursuant to any applicable abandoned property law, escheat law or at Closingsimilar Law.

Surrender of Certificates. (a) At any time after Promptly following the Effective Time upon surrender for cancellation Closing, the Paying Agent will deliver to the Purchaser holders of Company Capital Stock, Company Vested Options and Company Warrants (i) a letter of transmittal in customary form and containing such provisions as Parent may reasonably specify (a “Letter of Transmittal”), and (ii) instructions for use in effecting the Certificate(ssurrender of Company Stock Certificates (with respect to Company Capital Stock) held by any record holder in exchange for Merger Consideration. Upon surrender of a CertificateCompany Stock Certificate (with respect to Company Capital Stock) to Paying Agent for exchange, together with a duly executed letter Letter of transmittal in a form Transmittal and such other documents as may be reasonably acceptable to Purchaserrequired by Parent, the holder of such holder Company Stock Certificate, Company Vested Option or Company Warrant shall be entitled to receive in exchange for each share of Common Stock represented by therefor the Merger Consideration that such surrendered Certificate a Pro Rata Share of holder has the Initial Distribution Amount right to Shareholders. The "Initial Distribution Amount" shall be the Total Shareholder Consideration less the Escrow Amount delivered to the Escrow Agent pursuant to Section 1.5. Promptly upon termination of each of the escrows receive pursuant to the terms provisions of this AgreementSection 1, each such Shareholder shall be entitled and the Company Stock Certificate (with respect to receive his, her or its Pro Rata Share of the particular Escrow Amount distributed to Shareholders. The amounts so payable to a holder of a Certificate(s) shall be paid with a certificate for the number of shares of MW Common Stock having a value (based on the MW Common Stock Value and rounded down to the nearest whole share) equal to the amount so due plus cash in lieu of fractional shares and in the amount of any unpaid dividends or other distributions payable on such shares of MW Common Stock with a record date after the Effective Time. The Certificate(sCompany Capital Stock) so surrendered shall be canceled. Until so surrenderedsurrendered as contemplated by this Section 1.8, each Company Stock Certificate shall be deemed, for all corporate purposesfrom and after the Effective Time, to evidence represent only the right to receive upon such surrender the Merger Consideration as contemplated by this Section 1. If any Company Stock Certificate shall have been lost, stolen or destroyed, Parent may, in its discretion and as a condition precedent to the delivery of any Merger Consideration, require the owner of such lost, stolen or destroyed Company Stock Certificate to provide an 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 Parent or the Surviving Corporation with respect to such Company Stock Certificate. (b) Parent and the Surviving Corporation shall be entitled to deduct and withhold from any Merger Consideration or other consideration payable or otherwise deliverable in respect thereof to which such Person is entitled any holder or former holder of Company Capital Stock or Company Options pursuant to this Article 1. A Certificate surrendered will be registered Agreement such amounts as Parent or the Surviving Corporation determines in the name of the beneficial owner of said Certificate (as set forth in Schedule 2.2) in the event the voting trust to which such shareholder was a party is terminated prior to or at Closing.good faith are

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: (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 time 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 upon surrender for cancellation Time, the Parties shall cause the Exchange Agent to mail to the Purchaser Persons who were record holders of shares of Company Capital Stock that were converted into the Certificate(sright to receive the Merger Consideration: (i) held by any record holder 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. Upon surrender of a CertificateCompany Stock Certificate to the Exchange Agent for exchange, together with a duly executed letter of transmittal in a form and such other documents as may be reasonably acceptable to Purchaser, required by the Exchange Agent or Parent: (A) the holder of such holder Company Stock Certificate shall be entitled to receive in exchange for each share therefor a certificate or certificates or book-entry shares representing the Merger Consideration (in a number of whole shares of Parent Common Stock represented by Stock) that such surrendered Certificate a Pro Rata Share of holder has the Initial Distribution Amount right to Shareholders. The "Initial Distribution Amount" shall be the Total Shareholder Consideration less the Escrow Amount delivered to the Escrow Agent pursuant to Section 1.5. Promptly upon termination of each of the escrows receive pursuant to the terms provisions of this Agreement, each such Shareholder shall be entitled to receive his, her or its Pro Rata Share of the particular Escrow Amount distributed to Shareholders. The amounts so payable to a holder of a Certificate(sSection 1.5(a) shall be paid with a certificate for the number of shares of MW Common Stock having a value (based on the MW Common Stock Value and rounded down to the nearest whole share) equal to the amount so due plus cash in lieu of any fractional shares share of Parent Common Stock, pursuant to the provisions of Section 1.5(c)); and in (B) the amount of any unpaid dividends or other distributions payable on such shares of MW Common Company Stock with a record date after the Effective Time. The Certificate(s) Certificate so surrendered shall be canceled. Until so surrenderedsurrendered as contemplated by this Section 1.7(b), each Company Stock Certificate shall be deemed, for all corporate purposesfrom and after the Effective Time, to evidence represent only the right to receive a certificate or certificates or book-entry shares of Parent Common Stock, representing the Merger Consideration deliverable (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 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 thereof to which such Person Company Stock Certificate 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 entitled pursuant to this Article 1. A Certificate surrendered will be not registered in the name transfer records of the beneficial owner Company, payment of said the Merger Consideration in respect of such Company Stock Certificate 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 1.7(c) shall be deemed to have been in full satisfaction of any and all rights pertaining to Company Capital Stock formerly represented by such Company Stock Certificates. (as set forth in Schedule 2.2c) 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 event Merger until such holder surrenders such Company Stock Certificate or provides an affidavit of loss or destruction in lieu thereof in accordance with this Section 1.7 (at which time (or, if later, on the voting trust applicable payment date) such holder shall be entitled, subject to which the effect of applicable abandoned property, escheat or similar Laws, to receive all such shareholder was a party 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 terminated prior one 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 1.7 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 at Closingdistributions with respect to shares of Parent Common Stock. (e) No Party 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.

Surrender of Certificates. (a) On or prior to the Closing Date, Holdco 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 any time the Effective Time, Holdco shall deposit with the Exchange Agent certificates or evidence of book-entry shares representing the Holdco Shares issuable pursuant to Section 1.8(a). (b) Promptly after the Effective Time upon surrender for cancellation Time, the Parties shall cause the Exchange Agent to mail to the Purchaser Persons who were record holders of Company Shares that were converted into the Certificate(sright to receive the Merger Consideration: (i) held by any record holder a letter of transmittal in customary form and containing such provisions as Holdco may reasonably specify; and (ii) instructions for effecting the surrender of Certificates in exchange for Holdco Shares. Upon surrender of a CertificateCertificate to the Exchange Agent for exchange, together with a duly executed letter of transmittal in a form and such other documents as may be reasonably acceptable to Purchaser, required by the Exchange Agent or Holdco: (A) the holder of such holder Certificate shall be entitled to receive in exchange for each share of Common Stock represented by therefor a certificate or certificates or book-entry shares representing the Merger Consideration that such surrendered Certificate a Pro Rata Share of holder has the Initial Distribution Amount right to Shareholders. The "Initial Distribution Amount" shall be the Total Shareholder Consideration less the Escrow Amount delivered to the Escrow Agent pursuant to Section 1.5. Promptly upon termination of each of the escrows receive pursuant to the terms provisions of this Agreement, each such Shareholder shall be entitled to receive his, her or its Pro Rata Share of Section 1.8(a); and (B) the particular Escrow Amount distributed to Shareholders. The amounts so payable to a holder of a Certificate(s) shall be paid with a certificate for the number of shares of MW Common Stock having a value (based on the MW Common Stock Value and rounded down to the nearest whole share) equal to the amount so due plus cash in lieu of fractional shares and in the amount of any unpaid dividends or other distributions payable on such shares of MW Common Stock with a record date after the Effective Time. The Certificate(s) Certificate so surrendered shall be canceled. Until so surrenderedsurrendered as contemplated by this Section 1.10(b), each Certificate shall be deemed, for all corporate purposesfrom and after the Effective Time, to evidence represent only the right to receive a certificate or certificates or book-entry shares of Holdco Common Stock or Holdco Preferred Stock representing the Merger Consideration. The Merger Consideration deliverable in respect thereof to which such Person is entitled and any dividends or other distributions as are payable pursuant to this Article 1. A Section 1.10(c) shall be deemed to have been in full satisfaction of all rights pertaining to Company Shares formerly represented by such Certificates. (c) No dividends or other distributions declared or made with respect to Holdco Shares with a record date on or after the Effective Time shall be paid to the holder of any unsurrendered Certificate surrendered will be registered with respect to the Holdco Shares that such holder has the right to receive in the name Merger until such holder surrenders such Certificate in accordance with this Section 1.10, at which time (or, if later, on the applicable payment date) such holder shall be entitled, subject to the effect of the beneficial owner of said Certificate (as set forth in Schedule 2.2) in the event the voting trust applicable abandoned property, escheat or similar laws, to which receive all such shareholder was a party is terminated prior to or at Closingdividends and distributions, without interest.

Surrender of Certificates. (a) At Not less than five (5) business days prior to the Closing Date, Parent shall designate and enter into an agreement with a bank or trust company to serve as Paying Agent in the Merger (the “Paying Agent”). On or before the Effective Time, Parent shall deliver to the Paying Agent, for the benefit of the stockholders of the Company and otherwise for payment in accordance with this Section 1, sufficient cash necessary for the payment of the Merger Consideration as provided in Section 1.5(a)(iii). Funds made available to the Paying Agent shall be invested by the Paying Agent as directed by Parent (it being understood that any time and all interest or income earned on funds made available to the Paying Agent pursuant to this Agreement shall be turned over to Parent). (b) As promptly as practicable (and no later than five (5) business days) after the Effective Time Time, Parent shall cause the Paying Agent to mail to each holder of record of a Company Stock Certificate (i) a letter of transmittal in a form reasonably acceptable to the Company which shall specify that delivery shall be effected, and risk of loss and title to the Company Stock Certificates shall pass, only upon actual delivery of the Company Stock Certificates to the Paying Agent and shall be in such form and have such other provisions as Parent shall reasonably specify, and (ii) instructions for use in effecting the surrender of the Company Stock Certificates in exchange for the Merger Consideration, without any interest thereon. Upon surrender of Company Stock Certificates for cancellation to the Purchaser of the Certificate(s) held by any record holder of a CertificatePaying Agent, together with a duly executed letter of transmittal in a form and such other documents as the Paying Agent shall reasonably acceptable to Purchaserrequire, the holder of such holder Company Stock Certificates shall be entitled to receive in exchange therefor a check in the amount of the Merger Consideration for each share of Company Common Stock formerly represented by thereby to be mailed within ten (10) business days of receipt of such Company Stock Certificate and letter of transmittal, in accordance with Section 1.5(a)(iii), and the Company Stock Certificates so surrendered Certificate a Pro Rata Share shall be canceled. At the sole discretion of Parent, Parent may make similar arrangements with the Paying Agent for the payment of the Initial Distribution Amount to Shareholders. The "Initial Distribution Amount" shall be the Total Shareholder Option Consideration less the Escrow Amount delivered to the Escrow Agent pursuant to Section 1.5. Promptly upon termination of each holders of the escrows pursuant Company Options; provided, however, that the payment of the applicable Option Consideration shall, in all events, be conditioned upon the holder of the applicable Company Option delivering to Parent or the Paying Agent, as applicable, a written termination agreement releasing the Company, Parent and their respective Affiliates from any and all claims the holder thereof may have in respect of such Company Option. (c) Promptly following the date that is twelve (12) months after the Effective Time, the Paying Agent shall deliver to Parent all cash and any documents in its possession relating to the terms of transactions described in this Agreement, and the Paying Agent’s duties shall terminate. Thereafter, each holder of a Company Stock Certificate shall thereafter look only to Parent for payment of the Merger Consideration and may surrender such Shareholder Company Stock Certificate to the Surviving Corporation or Parent and (subject to applicable abandoned property, escheat and similar laws) receive in exchange therefor the Merger Consideration, without any interest thereon. Notwithstanding the foregoing, none of the Paying Agent, Parent, Merger Sub, the Company or the Surviving Corporation shall be entitled to receive his, her or its Pro Rata Share of the particular Escrow Amount distributed to Shareholders. The amounts so payable liable to a holder of a Certificate(s) shall be paid with a certificate for the number of shares of MW Company Common Stock having for any amounts delivered to a value public official pursuant to applicable abandoned property, escheat or similar Legal Requirements. (based on d) If any Company Stock Certificate shall have been lost, stolen or destroyed, upon the MW Common making of an affidavit of that fact by the person claiming such Company Stock Value Certificate to be lost, stolen or destroyed, the Paying Agent (or if more than twelve (12) months after the Effective Time, the Surviving Corporation), shall issue in exchange for such lost, stolen or destroyed Company Stock Certificate, the Merger Consideration deliverable in respect thereof determined in accordance with this Section 1. When authorizing such issuance in exchange therefor, the board of directors of the Surviving Corporation may, in its discretion and rounded down as a condition precedent to the nearest whole share) equal issuance thereof, require the owner of such lost, stolen or destroyed Company Stock Certificate to deliver to the Paying Agent (or if more than twelve (12) months after the Effective Time, the Surviving Corporation) a bond in such amount so due plus cash in lieu of fractional shares and in as the amount of Surviving Corporation may reasonably request as indemnity against any unpaid claim that may be made against the Surviving Corporation with respect to the Company Stock Certificate alleged to have been lost, stolen or destroyed. (e) Except as required by law, no dividends or other distributions payable on such shares with respect to capital stock of MW Common Stock the Surviving Corporation with a record date after the Effective Time. The Certificate(s) so surrendered Time shall be canceled. Until so surrendered, each Certificate paid to the holder of any unsurrendered Company Stock Certificate. (f) All cash paid in respect of the surrender for exchange of shares of Company Common Stock in accordance with the terms hereof shall be deemeddeemed to be in full satisfaction of all rights pertaining to such shares of Company Common Stock. If, after the Effective Time, Company Stock Certificates are presented to the Surviving Corporation for any reason, they shall be canceled and exchanged as provided in this Section 1.8. (g) The Surviving Corporation (and/or any of its Affiliates) shall be entitled to deduct and withhold from the amounts otherwise payable pursuant to this Agreement to any holder of shares of Company Common Stock or any holders of Company Options such amounts as the Surviving Corporation (and/or any of its Affiliates) is required to deduct and withhold with respect to the making of such payment under the Code, or any applicable Legal Requirement, including any provision of state, local or foreign Tax law. To the extent that amounts are so withheld by the Surviving Corporation or its Affiliates, such withheld amounts shall be treated for all corporate purposespurposes of this Agreement as having been paid to the holder of the shares of Company Common Stock, to evidence only or the right to receive the Merger Consideration deliverable in holder of Company Options, with respect thereof to which such Person is entitled pursuant to this Article 1. A Certificate surrendered will be registered in the name of the beneficial owner of said Certificate (as set forth in Schedule 2.2) in the event the voting trust to which such shareholder deduction and withholding was a party is terminated prior to or at Closingmade.

Surrender of Certificates. (a) On or prior to the Closing Date, Zordich shall select a reputable bank, transfer agent or trust company to act as exchange agent in the Merger (the “Exchange Agent”). At any time the Effective Time, Zordich shall deposit with the Exchange Agent evidence of book-entry shares representing the shares of Zordich Common Stock issuable pursuant to Section 2.5(a) in exchange for shares of Company Common Stock. (b) Promptly after the Effective Time upon surrender for cancellation Time, the Parties shall cause the Exchange Agent to mail to the Purchaser Persons who were record holders of shares of Company Common Stock that were converted into the Certificate(sright to receive the Merger Consideration: (i) held by any record holder a letter of transmittal in customary form and containing such provisions as Zordich 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 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 Zordich Common Stock. Upon surrender of a CertificateCompany Stock Certificate to the Exchange Agent for exchange, together with a duly executed letter of transmittal in a form and such other documents as may be reasonably acceptable to Purchaser, required by the Exchange Agent or Zordich: (A) the holder of such holder Company Stock Certificate shall be entitled to receive in exchange for each share therefor book-entry shares representing the Merger Consideration (in a number of whole shares of Zordich Common Stock represented by Stock) that such surrendered Certificate a Pro Rata Share of holder has the Initial Distribution Amount right to Shareholders. The "Initial Distribution Amount" shall be the Total Shareholder Consideration less the Escrow Amount delivered to the Escrow Agent pursuant to Section 1.5. Promptly upon termination of each of the escrows receive pursuant to the terms provisions of Section 2.5(a) and (B) the Company Stock Certificate so surrendered shall be canceled. Until surrendered as contemplated by this AgreementSection 2.7(b), each such Shareholder Company Stock Certificate shall be entitled deemed, from and after the Effective Time, to represent only the right to receive his, her or its Pro Rata Share of the particular Escrow Amount distributed to Shareholders. The amounts so payable to a holder of a Certificate(s) shall be paid with a certificate for the number of book-entry shares of MW Zordich Common Stock having representing the Merger Consideration. If any Company Stock Certificate shall have been lost, stolen or destroyed, Zordich may, in its discretion and as a value (based on condition precedent to the MW delivery of any shares of Zordich 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 and post a bond indemnifying Zordich against any claim suffered by Zordich related to the lost, stolen or destroyed Company Stock Certificate or any Zordich Common Stock Value and rounded down to the nearest whole shareissued in exchange therefor as Zordich may reasonably request. (c) equal to the amount so due plus cash in lieu of fractional shares and in the amount of any unpaid No dividends or other distributions payable on such shares of MW declared or made with respect to Zordich Common Stock with a record date after the Effective Time. The Certificate(s) so surrendered Time shall be canceled. Until so surrendered, each paid to the holder of any unsurrendered Company Stock Certificate shall be deemed, for all corporate purposes, with respect to evidence only the shares of Zordich Common Stock that such holder has the right to receive in the Merger Consideration until such holder surrenders such Company Stock Certificate or provides an affidavit of loss or destruction in lieu thereof in accordance with this Section 2.7 (at which time 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 shares of Zordich Common Stock deposited with the Exchange Agent that remain undistributed to holders of Company Stock Certificates as of the date that is 180 days after the Closing Date shall be delivered to Zordich upon demand, and any holders of Company Stock Certificates who have not theretofore surrendered their Company Stock Certificates in accordance with this Section 2.7 shall thereafter look only to Zordich for satisfaction of their claims for Zordich Common Stock and any dividends or distributions with respect to shares of Zordich Common Stock. (e) Each of the Exchange Agent, Zordich and the Surviving Corporation shall be entitled to deduct and withhold from any consideration deliverable in respect thereof to which such Person is entitled pursuant to this Article 1Agreement such amounts as are required to be deducted or withheld from such consideration under the Code or under any other applicable Law. A 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 Stock Certificate surrendered will be registered in the name or to any other Person with respect to any shares of the beneficial owner of said Certificate Zordich Common Stock (as set forth in Schedule 2.2or dividends or distributions with respect thereto) in the event the voting trust or for any cash amounts delivered to which such shareholder was a party is terminated prior any public official pursuant to any applicable abandoned property Law, escheat Law or at Closingsimilar Law.

Surrender of Certificates. (a) On or prior to the Closing Date, Gem shall select a reputable bank, transfer agent or trust company to act as exchange agent in the Merger (the “Exchange Agent”). At any time the Effective Time, Gem shall deposit with the Exchange Agent evidence of book-entry shares representing the shares of Gem Common Stock issuable pursuant to Section 2.5(a) in exchange for shares of Company Capital Stock. (b) Promptly after the Effective Time upon surrender for cancellation Time, the Parties shall cause the Exchange Agent to mail to the Purchaser Persons who were record holders of shares of Company Capital Stock that were converted into the Certificate(sright to receive the Merger Consideration: (i) held by any record holder a letter of transmittal in customary form and containing such provisions as Gem 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 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 Gem Common Stock. Upon surrender of a CertificateCompany Stock Certificate to the Exchange Agent for exchange, together with a duly executed letter of transmittal in a form and such other documents as may be reasonably acceptable to Purchaser, required by the Exchange Agent or Gem: (A) the holder of such holder Company Stock Certificate shall be entitled to receive in exchange for each share therefor book-entry shares representing the Merger Consideration (in a number of whole shares of Gem Common Stock represented by Stock) that such surrendered Certificate a Pro Rata Share of holder has the Initial Distribution Amount right to Shareholders. The "Initial Distribution Amount" shall be the Total Shareholder Consideration less the Escrow Amount delivered to the Escrow Agent pursuant to Section 1.5. Promptly upon termination of each of the escrows receive pursuant to the terms provisions of Section 2.5(a) and (B) the Company Stock Certificate so surrendered shall be canceled. Until surrendered as contemplated by this AgreementSection 2.7(b), each such Shareholder Company Stock Certificate shall be entitled deemed, from and after the Effective Time, to represent only the right to receive his, her or its Pro Rata Share of the particular Escrow Amount distributed to Shareholders. The amounts so payable to a holder of a Certificate(s) shall be paid with a certificate for the number of book-entry shares of MW Gem Common Stock having representing the Merger Consideration. If any Company Stock Certificate shall have been lost, stolen or destroyed, Gem may, in its discretion and as a value (based on condition precedent to the MW delivery of any shares of Gem 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 and post a bond indemnifying Gem against any claim suffered by Gem related to the lost, stolen or destroyed Company Stock Certificate or any Gem Common Stock Value and rounded down to the nearest whole shareissued in exchange therefor as Gem may reasonably request. (c) equal to the amount so due plus cash in lieu of fractional shares and in the amount of any unpaid No dividends or other distributions payable on such shares of MW declared or made with respect to Gem Common Stock with a record date after the Effective Time. The Certificate(s) so surrendered Time shall be canceled. Until so surrendered, each paid to the holder of any unsurrendered Company Stock Certificate shall be deemed, for all corporate purposes, with respect to evidence only the shares of Gem Common Stock that such holder has the right to receive in the Merger Consideration deliverable until such holder surrenders such Company Stock Certificate or provides an affidavit of loss or destruction in lieu thereof in accordance with this Section 2.7 (at which time 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 shares of Gem Common Stock deposited with the Exchange Agent that remain undistributed to holders of Company Stock Certificates as of the date that is 180 days after the Closing Date shall be delivered to Gem upon demand, and any holders of Company Stock Certificates who have not theretofore surrendered their Company Stock Certificates in accordance with this Section 2.7 shall thereafter look only to Gem for satisfaction of their claims for Gem Common Stock and any dividends or distributions with respect thereof to which such shares of Gem Common Stock. (e) No Party shall be liable to any holder of any Company Stock Certificate or to any other Person is entitled with respect to any shares of Gem Common Stock (or dividends or distributions with respect thereto) or for any cash amounts delivered to any public official pursuant to this Article 1. A Certificate surrendered will be registered in the name of the beneficial owner of said Certificate (as set forth in Schedule 2.2) in the event the voting trust to which such shareholder was a party is terminated prior to any applicable abandoned property Law, escheat Law or at Closingsimilar Law.

Surrender of Certificates. (a) At any time or promptly after the Effective Time upon surrender for cancellation Time, Parent shall make available to a bank or trust company reasonably acceptable to the Purchaser Company (the "EXCHANGE AGENT"), in trust for the benefit of the Certificate(s) held by any holders of Shares for exchange in accordance with this Article III, certificates representing the aggregate number of shares of Parent Common Stock issuable pursuant to Section 3.1 hereof. Promptly after the Effective Time, the Exchange Agent shall mail to each holder of record holder of a Certificate, together with a duly executed letter of transmittal and instructions for use in effecting the surrender of the Certificates in exchange for certificates representing Parent Common Stock and cash in lieu of fractional shares pursuant to Section 3.3 hereof, if applicable. Upon surrender of a form reasonably acceptable Certificate to Purchaserthe Exchange Agent, together with such letter of transmittal, duly executed, the holder of such Certificate shall be entitled to receive in exchange therefor the Merger Consideration for each share of Common Stock Share formerly represented by such Certificate, and the Certificate so surrendered Certificate a Pro Rata Share of the Initial Distribution Amount to Shareholdersshall forthwith be cancelled. The "Initial Distribution Amount" shall be the Total Shareholder Consideration less the Escrow Amount delivered to the Escrow Agent pursuant to Section 1.5. Promptly upon termination of each of the escrows pursuant to the terms of Until surrendered as contemplated by this AgreementArticle III, each such Shareholder shall be entitled to receive his, her or its Pro Rata Share of the particular Escrow Amount distributed to Shareholders. The amounts so payable to a holder of a Certificate(s) shall be paid with a certificate for the number of shares of MW Common Stock having a value (based on the MW Common Stock Value from and rounded down to the nearest whole share) equal to the amount so due plus cash in lieu of fractional shares and in the amount of any unpaid dividends or other distributions payable on such shares of MW Common Stock with a record date after the Effective Time. The Certificate(s) so surrendered shall be canceled. Until so surrendered, Time each Certificate shall be deemed, for all corporate purposes, deemed to evidence represent only the right to receive the Merger Consideration deliverable for each Share formerly represented by such Certificate, and shall not evidence any interest in, or any right to exercise the rights of a stockholder of Parent. If a certificate representing Parent Common Stock is to be issued or a cash payment in respect thereof to which such Person is entitled lieu of fractional share interests pursuant to this Article 1. A Section 3.3 hereof is to be made to a person other than the one in whose name the Certificate surrendered will in exchange therefor is registered, it shall be registered a condition to such issuance or payment that such Certificate be properly endorsed (or accompanied by an appropriate instrument of transfer) and accompanied by evidence that any applicable stock transfer taxes have been paid or provided for as specified in the name such letter of the beneficial owner of said Certificate (as set forth in Schedule 2.2) in the event the voting trust to which such shareholder was a party is terminated prior to or at Closingtransmittal.

Surrender of Certificates. (a) At any time As soon as practicable after the Effective Time upon surrender for cancellation but in no event later than three (3) business days following the Effective Time, the Exchange Agent (defined below) shall deliver to the Purchaser each holder of record of a certificate or certificates which as of the Certificate(sEffective Time represented outstanding shares of Bancorp Common Stock (each, a "Certificate"): (i) held by any record holder of a Certificate, together with a duly executed form letter of transmittal which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates (or a lost certificate affidavit and bond in a form reasonably acceptable to Purchaserthe Exchange Agent) to the Exchange Agent; and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the Merger Consideration. Upon surrender of a Certificate for cancellation to the Exchange Agent (or a lost certificate affidavit and bond in a form reasonably acceptable to the Exchange Agent), together with such letter of transmittal, duly executed, the holder of such Certificate shall be entitled to receive receive, in exchange for each share of therefor, MAF Common Stock represented by such surrendered Certificate a Pro Rata Share of the Initial Distribution Amount to Shareholders. The "Initial Distribution Amount" shall be the Total Shareholder Consideration less the Escrow Amount delivered to the Escrow Agent pursuant to Section 1.5. Promptly upon termination of each of the escrows pursuant to the terms of this Agreement, each such Shareholder shall be entitled to receive his, her or its Pro Rata Share of the particular Escrow Amount distributed to Shareholders. The amounts so payable to a holder of a Certificate(s) shall be paid with a certificate for representing the number of shares of MW MAF Common Stock having a value (based on into which the MW shares of Bancorp Common Stock Value and rounded down Stock, theretofore represented by the Certificate so surrendered, shall have been converted pursuant to the nearest whole share) equal to provisions of Section 1.2, and the amount so due plus cash in lieu of fractional shares and in the amount of any unpaid dividends or other distributions payable on such shares of MW Common Stock with a record date after the Effective Time. The Certificate(s) Certificate so surrendered shall be canceledcancelled. Until MAF shall direct the Exchange Agent to make such payments within five business days of the receipt of all required documentation. If any 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 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 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 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, each Certificate shall be deemed, for all corporate purposes, or (b) establish to evidence only the right to receive the Merger Consideration deliverable in respect thereof to which such Person is entitled pursuant to this Article 1. A Certificate surrendered will be registered in the name of the beneficial owner of said Certificate (as set forth in Schedule 2.2) in the event the voting trust to which such shareholder was a party is terminated prior to or at Closing.satisfaction of

Surrender of Certificates. (a) At any time Promptly after the Effective Time, SynQuest or its agent shall send or cause to be sent to each former stockholder of record of Viewlocity at the Effective Time transmittal materials for use in exchanging certificates of Viewlocity Capital Stock (“Certificates”) for certificates of SynQuest Common Stock or for cash, as appropriate in accordance with Section 2.1. After the Effective Time, the holder of such Certificate, upon surrender for cancellation thereof to the Purchaser of the Certificate(s) held SynQuest or an agent designated by any record holder of a CertificateSynQuest, together with a duly executed letter of transmittal in a form reasonably acceptable materials or upon compliance by the holder or holders thereof with SynQuest’s procedures with respect to Purchaserlost, such holder stolen or destroyed certificates, shall be entitled to receive in exchange for each share of Common Stock represented by such surrendered Certificate a Pro Rata Share of the Initial Distribution Amount to Shareholders. The "Initial Distribution Amount" shall be the Total Shareholder Consideration less the Escrow Amount delivered to the Escrow Agent pursuant to Section 1.5. Promptly upon termination of each of the escrows pursuant to the terms of this Agreement, each such Shareholder shall be entitled to receive his, her or its Pro Rata Share of the particular Escrow Amount distributed to Shareholders. The amounts so payable to a holder of a Certificate(stherefor (i) shall be paid with a certificate for the number of shares of MW Common Stock having a value (based on the MW Common Stock Value and rounded down to the nearest whole share) equal to the amount so any payment due plus cash in lieu of fractional shares and certificates evidencing that number of whole shares of SynQuest Common Stock which such holder has the right to receive in accordance with Section 2.1 in respect of the shares of Viewlocity Series F Preferred Stock formerly evidenced by such Certificate, less such holder’s pro-rata portion of the Escrow Shares as set forth on Schedule 2.3 (the “Viewlocity Series F Initial Consideration”) or (ii) cash consideration which such holder has the right to receive in accordance with Section 2.1 in respect of the shares of Viewlocity Common Stock, Viewlocity Series E Preferred Stock, or Viewlocity Series F-1 Preferred Stock (together with the Viewlocity Series F Initial Consideration, the “Initial Consideration”) (the aggregate Initial Consideration and the Escrow Shares being, collectively, the “Merger Consideration”), and the Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of shares of Viewlocity Capital Stock, which is not registered in the amount transfer records of any unpaid dividends or other distributions payable on such shares Viewlocity as of MW Common Stock with a record date after the Effective Time. The Certificate(s) so surrendered shall , SynQuest Common Stock and/or cash may be canceledissued and paid in accordance with this Article II to a transferee if the Certificate evidencing such shares is presented to SynQuest, accompanied by all documents required to evidence and effect such transfer pursuant to this Section 2.3 and by evidence that any applicable stock transfer taxes have been paid. Until so surrendered, each Certificate shall that, prior to the Effective Time, represented shares of Viewlocity Capital Stock will be deemeddeemed from and after the Effective Time, for all corporate purposes, purposes to evidence only represent the right to receive upon such surrender the Merger Consideration deliverable number of full shares of SynQuest Common Stock or cash to be issued in respect thereof consideration therefor upon surrender of the Certificate in accordance with this Section 2.3 and the right to which such Person is entitled receive an amount in cash in lieu of the issuance of any fractional shares in accordance with Section 2.3(g). No interest shall be paid or will accrue on any cash payable to holders of Certificates pursuant to any provision of this Article 1II. A Certificate surrendered Notwithstanding the foregoing, the right of any holder of one or more Certificates evidencing outstanding shares of Viewlocity Series F Preferred Stock to receive from SynQuest one or more certificates evidencing shares of SynQuest Common Stock will be registered conditioned on such holder’s delivery to SynQuest, together with such holder’s one or more Certificates, of an executed Investor Questionnaire, substantially in the name form of the beneficial owner of said Certificate (as set forth in Schedule 2.2) in the event the voting trust to which such shareholder was a party is terminated prior to or at ClosingExhibit B hereto.

Surrender of Certificates. (a) Prior to the Closing Date, Parent shall select a reputable bank, transfer agent or trust company to act as exchange agent in the Merger (the “Exchange Agent”). At any time the Effective Time, Parent shall deposit with the Exchange Agent evidence of book-entry shares representing the shares of Parent Common Stock issuable pursuant to Section 1.5(a) in exchange for shares of Company Capital Stock. (b) Promptly after the Effective Time upon surrender for cancellation Time, the Parties shall cause the Exchange Agent to mail to each holder of record of a certificate or certificates which immediately prior to the Purchaser Effective Time represented outstanding shares of Company Capital Stock or Book-Entry Shares, which at the Certificate(sEffective Time were converted into the right to receive the Merger Consideration pursuant to Section 1.5(a) held by any record holder hereof, (i) a letter of a Certificate, together with transmittal in customary form and containing such provisions as Parent may reasonably specify to effect the exchange of shares of Company Capital Stock for book-entry shares of Parent Common Stock and (ii) instructions for effecting the surrender of Company Stock Certificates in exchange for the Merger Consideration. Upon (A) delivery to the Exchange Agent of a duly executed letter of transmittal transmittal, (B) in the case of shares of Company Capital Stock represented by a form Company Stock Certificate, the surrender of such certificate for cancellation to the Exchange Agent and (C) delivery to the Exchange Agent of such other documents as may be reasonably acceptable to Purchaserrequired by the Exchange Agent or Parent, the holder of such holder Company Stock Certificates or Book-Entry Shares, as applicable, shall be entitled to receive in exchange for each share therefor book-entry shares representing the Merger Consideration (in a number of whole shares of Parent Common Stock represented by Stock) that such surrendered Certificate a Pro Rata Share of holder has the Initial Distribution Amount right to Shareholders. The "Initial Distribution Amount" shall be the Total Shareholder Consideration less the Escrow Amount delivered to the Escrow Agent pursuant to Section 1.5. Promptly upon termination of each of the escrows receive pursuant to the terms provisions of this AgreementSection 1.5(a), each such Shareholder and the Company Stock Certificates so surrendered shall forthwith be entitled to receive his, her or its Pro Rata Share of the particular Escrow Amount distributed to Shareholders. The amounts so payable to a holder of a Certificate(scanceled. (c) shall be paid with a certificate for the number of shares of MW Common Stock having a value (based on the MW Common Stock Value and rounded down to the nearest whole share) equal to the amount so due plus cash in lieu of fractional shares and in the amount of any unpaid No dividends or other distributions payable on such shares of MW declared or made with respect to Parent Common Stock with a record date after the Effective Time. The Certificate(s) so surrendered Time shall be canceled. Until so surrendered, each paid to the holder of any unsurrendered Company Stock Certificate shall be deemed, for all corporate purposes, with respect to evidence only the shares of Parent Common Stock that such holder has the right to receive in the Merger Consideration until such holder surrenders such Company Stock Certificate or provides an affidavit of loss or destruction in lieu thereof in accordance with this Section 1.8 (at which time 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 shares of Parent Common Stock deposited with the Exchange Agent that remain undistributed to holders of Company Stock Certificates as of the date that is 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 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) Each of the Exchange Agent, Parent and the Surviving Corporation shall be entitled to deduct and withhold from any consideration deliverable in respect thereof to which such Person is entitled pursuant to this Article 1Agreement such amounts as are required to be deducted or withheld from such consideration under the Code or under any other applicable Law. A 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 Stock Certificate surrendered will be registered in the name or to any other Person with respect to any shares of the beneficial owner of said Certificate Parent Common Stock (as set forth in Schedule 2.2or dividends or distributions with respect thereto) in the event the voting trust or for any cash amounts delivered to which such shareholder was a party is terminated prior any public official pursuant to any applicable abandoned property law, escheat law or at Closingsimilar 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 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: (i) certificates or evidence of book-entry shares representing the Parent Common Stock issuable pursuant to Section 1.5(a) (subject to adjustment pursuant to Section 1.9) 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 time 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 upon surrender for cancellation Time, the Parties shall cause the Exchange Agent to mail to the Purchaser Persons who were record holders of shares of Company Common Stock that were converted into the Certificate(sright to receive the Merger Consideration: (i) held by any record holder a letter of transmittal in customary form and containing such provisions as Parent may reasonably specify; and (ii) instructions for effecting the surrender of Company Stock Certificates in exchange for shares of Parent Common Stock. Upon surrender of a CertificateCompany Stock Certificate to the Exchange Agent for exchange, together with a duly executed letter of transmittal in a form and such other documents as may be reasonably acceptable to Purchaser, required by the Exchange Agent or Parent: (A) the holder of such holder Company Stock Certificate shall be entitled to receive in exchange for each share therefor a certificate or certificates or book-entry shares representing the Merger Consideration (in a number of whole shares of Parent Common Stock represented by Stock) that such surrendered Certificate a Pro Rata Share of holder has the Initial Distribution Amount right to Shareholders. The "Initial Distribution Amount" shall be the Total Shareholder Consideration less the Escrow Amount delivered receive pursuant to the Escrow Agent provisions of Section 1.5(a) (subject to adjustment pursuant to Section 1.5. Promptly upon termination of each of the escrows pursuant to the terms of this Agreement, each such Shareholder shall be entitled to receive his, her or its Pro Rata Share of the particular Escrow Amount distributed to Shareholders. The amounts so payable to a holder of a Certificate(s1.9) shall be paid with a certificate for the number of shares of MW Common Stock having a value (based on the MW Common Stock Value and rounded down to the nearest whole share) equal to the amount so due plus cash in lieu of any fractional shares and in the amount share of any unpaid dividends or other distributions payable on such shares of MW Parent Common Stock with a record date after pursuant to the Effective Time. The Certificate(sprovisions of Section 1.5(c)); and (B) the Company Stock Certificate so surrendered shall be canceled. Until so surrenderedsurrendered as contemplated by this Section 1.7(b), each Company Stock Certificate shall be deemed, for all corporate purposesfrom and after the Effective Time, to evidence represent only the right to receive receive, subject to Section 1.9, a certificate or certificates or book-entry shares of Parent Common Stock representing the Merger Consideration (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 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 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 1.7(c) shall be deemed to have been in full satisfaction of all rights pertaining to Company Common 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 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 Stock Certificates as of the date that is one 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 1.7 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 in respect thereof to which such Person is entitled pursuant to this Article 1Agreement 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. A 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 Stock Certificate surrendered 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. (g) 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 registered in reflected on the name books and records of the beneficial owner of said Certificate 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 WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (as set forth in Schedule 2.2) in the event the voting trust to which such shareholder was a party is terminated prior to or at ClosingTHE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY.”

Surrender of Certificates. (a) At any time Prior to the Effective Time, ------------------------- Parent shall designate a bank or trust company located in the United States to act as paying agent (the "Paying Agent") for purposes of making the cash ------------ payments contemplated hereby. As soon as practicable after the Effective Time, Parent shall cause the 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 notice and letter of transmittal advising such holder of the effectiveness of the Merger and the procedure for surrendering to the Paying Agent such certificate or certificates which immediately prior to the Effective Time upon represented outstanding Common Stock (the "Certificates") in exchange for the Applicable Merger Consideration ------------ deliverable in respect thereof pursuant to this Article II. Upon the surrender for cancellation to the Purchaser Paying Agent of the Certificate(s) held by any record holder of a Certificatesuch 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 in a form reasonably acceptable to Purchasertransmittal, such holder the Paying Agent shall be entitled to receive in exchange for each share of Common Stock represented by such surrendered Certificate a Pro Rata Share of the Initial Distribution Amount to Shareholders. The "Initial Distribution Amount" shall be the Total Shareholder Consideration less the Escrow Amount delivered promptly pay to the Escrow Agent pursuant to Section 1.5. Promptly upon termination of each of Person entitled thereto the escrows pursuant to the terms of this Agreement, each such Shareholder shall be entitled to receive his, her or its Pro Rata Share of the particular Escrow Amount distributed to Shareholders. The amounts so payable to a holder of a Certificate(s) shall be paid with a certificate for the number of shares of MW Common Stock having a value (based on the MW Common Stock Value and rounded down to the nearest whole share) equal to the amount so due plus cash Applicable Merger Consideration deliverable in lieu of fractional shares and in the amount of any unpaid dividends or other distributions payable on such shares of MW Common Stock with a record date after the Effective Time. The Certificate(s) so surrendered shall be canceledrespect thereof. Until so surrendered, each Certificate shall be deemed, for all corporate purposes, to evidence only the right to receive upon such surrender the Applicable Merger Consideration deliverable in respect thereof to which such Person is entitled pursuant to this Article 1II. A Certificate No interest shall be paid or accrued in respect of such cash payments. (b) If the Applicable Merger Consideration (or any portion thereof) is to be delivered to a Person other than the Person in whose name the Certificates surrendered will in exchange therefor are registered, it shall be registered in a condition to the name payment of the beneficial owner 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 said Certificate the foregoing or establish to the satisfaction of the Paying Agent that such taxes have been paid or are not required to be paid. (as set forth in Schedule 2.2c) in In the event any Certificate shall have been lost, stolen or destroyed, upon the voting trust making of an affidavit of that fact by the Person claiming such Certificate to which be lost, stolen or destroyed, the Paying Agent will issue in exchange for such shareholder was lost, stolen or destroyed Certificate the Applicable Merger Consideration deliverable in respect thereof as determined in accordance with this Article II, provided that the Person to whom the Applicable Merger -------- ---- Consideration is paid shall, as a party is terminated prior condition precedent to the payment thereof, give the Surviving Corporation a bond in such sum as it may direct or at Closingotherwise indemnify the Surviving Corporation in a manner satisfactory to it against any claim that may be made against the Surviving Corporation with respect to the Certificate claimed to have been lost, stolen or destroyed.

Surrender of Certificates. (a) At any time Promptly after the Effective Time Time, MDLI will cause its transfer agent (the "Transfer Agent") to send a letter to each holder of shares of Total eMed Common Stock that have been converted into MDLI Common Stock advising such holder that upon surrender for cancellation to the Purchaser of the Certificate(s) held by any record holder Transfer Agent of a Certificatecertificate or certificates representing such shares, together along with a duly executed letter of transmittal in a the form enclosed therein, stock powers duly endorsed in blank with respect to shares of MDLI Common Stock escrowed as provided for in Section 7.2, or other documents as may be reasonably acceptable to Purchaserrequested by MDLI or its agent, such the holder shall be entitled to receive in exchange for each share of Common Stock represented by such surrendered Certificate a Pro Rata Share of the Initial Distribution Amount to Shareholders. The "Initial Distribution Amount" shall be the Total Shareholder Consideration less the Escrow Amount delivered to the Escrow Agent pursuant to Section 1.5. Promptly upon termination of each of the escrows pursuant to the terms of this Agreement, each such Shareholder shall be entitled to receive his, her or its Pro Rata Share of the particular Escrow Amount distributed to Shareholders. The amounts so payable to a holder of a Certificate(s) shall be paid with a certificate for representing the number of shares of MW MDLI Common Stock having a value (based on the MW Common Stock Value and rounded down to the nearest whole share) equal to the amount so due plus cash in lieu of fractional shares and in the amount of any unpaid dividends or other distributions payable on into which such shares of MW Total eMed Common Stock with shall have been converted pursuant to the provisions of Section 1.3. If any certificate for shares of MDLI Common Stock is to be issued in a record date after name other than that in which the Effective Time. The Certificate(s) certificate for Total eMed Common Stock surrendered in exchange therefor is registered, it shall be a condition of the issuance thereof that the certificate so surrendered shall be canceledproperly endorsed and otherwise in proper form for transfer, and that the person requesting such exchange pay to MDLI or its agent designated for such purpose any transfer or other taxes required, or establish to the reasonable satisfaction of MDLI or its agent that such tax has been paid or is not payable. Until so surrenderedIf any holder of Total eMed Common Stock canceled and retired in accordance with this Agreement is unable to deliver a certificate or certificates representing such shares of the holder, each Certificate MDLI, in the absence of actual notice that any shares theretofore represented by any such certificate have been acquired by a bona fide purchaser, shall be deemed, for all corporate purposes, deliver to evidence only such holder the right to receive the Merger Consideration deliverable in respect thereof number of shares of MDLI Common Stock to which such Person holder is entitled in accordance with the provisions of this Agreement upon the presentation of the following: (i) evidence satisfactory to MDLI (a) that such person is the owner of the shares theretofore represented by each certificate claimed by him, her or it to be lost, wrongfully taken or destroyed and (b) that he, she or it is the person who would be entitled to present each such certificate for conversion pursuant to this Article 1. A Certificate surrendered will Agreement; and (ii) such security or indemnity as may be registered in reasonably requested by MDLI to indemnify and hold MDLI and the name of the beneficial owner of said Certificate (as set forth in Schedule 2.2) in the event the voting trust to which such shareholder was a party is terminated prior to or at ClosingTransfer Agent harmless.

Surrender of Certificates. (a) At any time Concurrently with or prior to the Effective Time, the parties hereto shall designate American Stock Transfer & Trust Company to act as agent (the "Exchange Agent") for purposes of exchanging certificates representing shares of Applied Optronics Outstanding Stock as provided in Section 3.1. As soon as practicable after the Effective Time, 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 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 Applied Optronics Outstanding Stock that have been converted into a right to receive the Merger Consideration, upon surrender for cancellation to the Purchaser of the Certificate(s) held by any record holder Exchange Agent of a Certificatecertificate or certificates representing such Applied Optronics Outstanding Stock, together with a duly executed properly completed letter of transmittal in a form reasonably acceptable to Purchasercovering such shares of Applied Optronics Outstanding Stock, such holder shall will be entitled to receive Ordinary Shares and Warrants in exchange for respect of each share of Common Applied Optronics Outstanding Stock represented by such surrendered Certificate a Pro Rata Share of the Initial Distribution Amount to Shareholders. The "Initial Distribution Amount" shall be the Total Shareholder Consideration less the Escrow Amount delivered to the Escrow Agent pursuant to Section 1.5. Promptly upon termination of each of the escrows pursuant to the terms of this Agreement, each such Shareholder shall be entitled to receive his, her or its Pro Rata Share of the particular Escrow Amount distributed to Shareholders. The amounts so payable to a holder of a Certificate(s) shall be paid with a certificate for the number of shares of MW Common Stock having a value (based on the MW Common Stock Value and rounded down to the nearest whole share) equal to the amount so due plus cash in lieu of fractional shares and in the amount of any unpaid dividends or other distributions payable on such shares of MW Common Stock with a record date after the Effective Time. The Certificate(s) so surrendered shall be canceledsurrendered. Until so surrendered, each Certificate shall be deemedshare of Applied Optronics Outstanding Stock shall, after the Effective Time, represent for all corporate purposes, to evidence only the right to receive the Merger Consideration deliverable in respect thereof Consideration. (c) If any Ordinary Shares and Warrants are to which such Person is entitled pursuant be issued to this Article 1. A Certificate surrendered will be a person other than the registered in the name holder of the beneficial owner Applied Optronics Outstanding 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 that the person requesting such issuance shall pay to the Exchange Agent any transfer or other taxes required as a result of said Certificate such issuance to a person other than the registered holder of such Applied Optronics Outstanding Stock or establish to the satisfaction of the Exchange Agent that such tax has been paid or is not payable. (as 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. 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 Schedule 2.2this 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 Ordinary Shares or Warrants made available to the Exchange Agent pursuant to Section 3.2 that remain unclaimed by the holders of shares of Applied Optronics Outstanding Stock shall be returned to 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 the event the voting trust to which such shareholder was a party is terminated accordance with this Section 3.3 prior to that time shall thereafter look only to ESC and the Surviving Corporation for issuance of 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 any holder of shares of Applied Optronics Outstanding Stock for any securities delivered or at Closingany amount paid to a public official pursuant to applicable abandoned property laws. Any Ordinary Shares or Warrants remaining unclaimed by holders of shares of Applied Optronics Outstanding 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 ESC or the Surviving Corporation issuable with respect to Applied Optronics Outstanding Stock shall be paid to the holder of any unsurrendered certificates representing Applied Optronics Outstanding Stock until such certificates are surrendered as provided in this Section. Upon such surrender, there shall be paid, without interest, to the person in whose name the Ordinary Shares representing such securities are registered, all dividends and other distributions payable in respect of such securities on a date subsequent to, and in respect of a record date after, the Effective Time.

Surrender of Certificates. (a) At any time or as soon as practicable after the Effective Time upon surrender for cancellation Time, Parent will send to the Purchaser holders of Company Stock Certificates entitled to a share of the Certificate(sTotal Consideration (i) held by any record holder a letter of transmittal in customary form and containing such provisions as Parent may reasonably specify, and (ii) instructions for use in effecting the surrender of Company Stock Certificates in exchange for cash. Upon surrender of a CertificateCompany Stock Certificate to Parent for exchange, together with a duly executed letter of transmittal in a form and such other documents as may be reasonably acceptable to Purchaserrequired by Parent, the holder of such holder Company Stock Certificate shall be entitled to receive in exchange for each share of Common Stock represented by such surrendered Certificate therefor a Pro Rata Share of the Initial Distribution Amount to Shareholders. The "Initial Distribution Amount" shall be the Total Shareholder Consideration less the Escrow Amount delivered to the Escrow Agent pursuant to Section 1.5. Promptly upon termination of each of the escrows pursuant to the terms of this Agreement, each such Shareholder shall be entitled to receive his, her or its Pro Rata Share of the particular Escrow Amount distributed to Shareholders. The amounts so payable to a holder of a Certificate(s) shall be paid with a certificate for the number of shares of MW Common Stock having a value (based on the MW Common Stock Value and rounded down to the nearest whole share) equal to the amount so due plus cash in lieu of fractional shares and check in the amount of any unpaid dividends or other distributions payable on cash to which such shares of MW Common holder is entitled; and the Company Stock with a record date after the Effective Time. The Certificate(s) Certificate so surrendered shall be canceled. Until so surrenderedsurrendered as contemplated by this Section 1.8, each such Company Stock Certificate shall be deemed, for all corporate purposesfrom and after the Effective Time, to evidence represent only the right to receive cash upon such surrender. If any such Company Stock Certificate shall have been lost, stolen or destroyed, Parent may, in its discretion and as a condition precedent to the Merger Consideration payment of cash, require the owner of such lost, stolen or destroyed Company Stock Certificate to provide an 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 Parent or the Surviving Corporation with respect to such Company Stock Certificate. (b) Parent and the Surviving Corporation shall be entitled to deduct and withhold from any consideration payable or otherwise deliverable in respect thereof to which such Person is entitled any holder or former holder of capital stock of the Company pursuant to this Article 1Agreement such amounts as Parent or the Surviving Corporation may be required to deduct or withhold therefrom under the Code or under any provision of state, local or foreign tax law. A Certificate surrendered will To the extent such amounts are so deducted or withheld, such amounts shall be registered in treated for all purposes under this Agreement as having been paid to the name Person to whom such amounts would otherwise have been paid. (c) Neither Parent nor the Surviving Corporation shall be liable to any holder or former holder of capital stock of the beneficial owner of said Certificate (as set forth in Schedule 2.2) in the event the voting trust Company for any cash amounts delivered to which such shareholder was a party is terminated prior any public official pursuant to any applicable abandoned property, escheat or at Closingsimilar law.

Surrender of Certificates. (a) On or prior to the Closing Date, PubCo and the Company shall jointly select a reputable bank, transfer agent or trust company to act as exchange agent in the Merger (the “Exchange Agent”). At any time the Effective Time, PubCo shall deposit with the Exchange Agent evidence of book-entry shares representing the shares of PubCo Common Stock issuable pursuant to Section 2.5(a) in exchange for shares of Company Common Stock. (b) Promptly after the Effective Time upon surrender for cancellation Time, the Parties shall cause the Exchange Agent to mail to the Purchaser Persons who were record holders of shares of Company Common Stock that were converted into the Certificate(sright to receive the Merger Consideration: (i) held by any record holder a letter of a Certificatetransmittal in customary form and containing such provisions as PubCo may reasonably specify and (ii) instructions for effecting the surrender of Company Stock Certificates, together with if any, in exchange for book-entry shares of PubCo Common Stock. Upon surrender of a duly executed letter of transmittal in a form and such other documents as may be reasonably acceptable to Purchaserrequired by the Exchange Agent or PubCo, the record holder of such holder Company Common Stock shall be entitled to receive in exchange for each share therefor book-entry shares representing the Merger Consideration (in a number of whole shares of PubCo Common Stock represented by Stock) that such surrendered Certificate a Pro Rata Share of record holder has the Initial Distribution Amount right to Shareholders. The "Initial Distribution Amount" shall be the Total Shareholder Consideration less the Escrow Amount delivered to the Escrow Agent pursuant to Section 1.5. Promptly upon termination of each of the escrows receive pursuant to the terms provisions of this Agreement, each such Shareholder shall be entitled to receive his, her or its Pro Rata Share of the particular Escrow Amount distributed to Shareholders. The amounts so payable to a holder of a Certificate(sSection 2.5(a). (c) shall be paid with a certificate for the number of shares of MW Common Stock having a value (based on the MW Common Stock Value and rounded down to the nearest whole share) equal to the amount so due plus cash in lieu of fractional shares and in the amount of any unpaid No dividends or other distributions payable on such shares of MW declared or made with respect to PubCo Common Stock with a record date after the Effective Time. The Certificate(s) so surrendered Time shall be canceled. Until so surrendered, each Certificate shall be deemed, for all corporate purposes, paid to evidence only the record holder of any Company Common Stock with respect to the shares of PubCo Common Stock that such holder has the right to receive in the Merger Consideration until such holder delivers a duly executed letter of transmittal (at which time (or, if later, on the applicable payment date) such record 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 shares of PubCo Common Stock deposited with the Exchange Agent that remain undistributed to record holders of Company Common Stock as of the date that is 180 days after the Closing Date shall be delivered to PubCo upon demand, and any record holders of Company Common Stock who have not theretofore delivered a duly executed letter of transmittal in accordance with this Section 2.7 shall thereafter look only to PubCo for satisfaction of their claims for PubCo Common Stock and any dividends or distributions with respect to shares of PubCo Common Stock. (e) Each of the Exchange Agent, PubCo and the Surviving Corporation shall be entitled to deduct and withhold from any consideration deliverable in respect thereof to which such Person is entitled pursuant to this Article 1Agreement such amounts as are required to be deducted or withheld from such consideration under the Code or under any other applicable Tax Law 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 merger consideration hereunder. A Certificate surrendered will To the extent such amounts are so deducted or withheld and remitted to the appropriate Governmental Authority in accordance with applicable Law, such amounts shall be registered in treated for all purposes under this Agreement as having been paid to the name Person to whom such amounts would otherwise have been paid. (f) No Party shall be liable to any record holder of the beneficial owner Company Common Stock or to any other Person with respect to any shares of said Certificate PubCo Common Stock (as set forth in Schedule 2.2or dividends or distributions with respect thereto) in the event the voting trust or for any cash amounts delivered to which such shareholder was a party is terminated prior any public official pursuant to any applicable abandoned property Law, escheat Law or at Closingsimilar Law.

Surrender of Certificates. (a) At the Effective Time, Parent shall deposit with ClearTrust, LLC (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 time 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, or uncertificated shares of Company Capital Stock, in exchange for shares of Parent Common Stock. 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 shall be entitled to receive in exchange therefor 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) such Company Stock Certificate so surrendered shall be canceled. Until surrendered as contemplated by this Section 1.7, each Company Stock Certificate shall be deemed, from and after the Effective Time, to represent only the right to receive 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 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. 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 1.7(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 upon surrender for cancellation shall be paid to the Purchaser of the Certificate(s) held by any record holder of a 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, together with a duly executed letter of transmittal and such other documents as may be reasonably required by the Exchange Agent or Parent, or provides an affidavit of loss, theft or destruction in a form reasonably acceptable to Purchaserlieu thereof in accordance with this Section 1.7 (at which time (or, if later, on the applicable payment date) such holder shall be entitled entitled, subject to the effect of applicable abandoned property, escheat or similar Laws, to receive in exchange for each share of all such dividends and distributions, without interest). (d) Parent shall not be obligated to deliver Parent Common Stock represented by such surrendered Certificate to any former holder of Company Capital Stock as a Pro Rata Share result of the Initial Distribution Amount Merger until such holder surrenders such documentation and information as described in Section 1.5(b) and delivers the Stockholder Representation Agreement, which Company acknowledges and agrees is a condition to Shareholders. The "Initial Distribution Amount" shall be effecting the Total Shareholder Consideration less the Escrow Amount delivered to the Escrow Agent issuance of Parent Common Stock as a private placement pursuant to Section 1.5. Promptly upon termination of each 4(a)(2) of the escrows Securities Act and that Parent will be relying upon the representations made by each stockholder of the Company in the applicable Stockholder Representation Agreement in connection with the issuance of Parent Common Stock to such stockholder. (e) Any portion of the Exchange Fund that remains undistributed to holders of Company Capital Stock 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 or followed the procedure in lieu thereof in accordance with this Section 1.7 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. (f) No Party shall be liable to any holder of any Company Capital Stock 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 the terms of this Agreementany applicable abandoned property Law, each such Shareholder shall be entitled to receive his, her escheat Law or its Pro Rata Share of the particular Escrow Amount distributed to Shareholders. The amounts so payable to a holder of a Certificate(s) shall be paid with a certificate for the number of shares of MW Common Stock having a value (based on the MW Common Stock Value and rounded down to the nearest whole share) equal to the amount so due plus cash in lieu of fractional shares and in the amount of any unpaid dividends or other distributions payable on such shares of MW Common Stock with a record date after the Effective Time. The Certificate(s) so surrendered shall be canceled. Until so surrendered, each Certificate shall be deemed, for all corporate purposes, to evidence only the right to receive the Merger Consideration deliverable in respect thereof to which such Person is entitled pursuant to this Article 1. A Certificate surrendered will be registered in the name of the beneficial owner of said Certificate (as set forth in Schedule 2.2) in the event the voting trust to which such shareholder was a party is terminated prior to or at Closingsimilar Law.

Surrender of Certificates. (a) 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: (i) evidence of book-entry shares representing the Parent Common Stock issuable pursuant to Section 1.5(a) in exchange for shares of Company Capital Stock and conversion of the Company Convertible Note; 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 time 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 upon surrender for cancellation Time, the Parties shall cause the Exchange Agent to mail to the Purchaser 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 (the “LoT”) (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 thereto shall pass, only upon proper delivery of such Company Stock Certificates or transfer of the Certificate(sBook-Entry Shares to the Exchange Agent); and (ii) held by any record holder instructions for effecting the surrender of Company Stock Certificates or transfer of Book-Entry Shares in exchange for shares of Parent Common Stock. Upon surrender of a CertificateCompany Stock Certificate or transfer of Book-Entry Share to the Exchange Agent for exchange, together with a duly executed letter LoT and such other documents as may be reasonably required by the Exchange Agent or Parent: (A) the holder of transmittal in a form reasonably acceptable to Purchaser, such holder Company Stock Certificate or Book-Entry Share shall be entitled to receive in exchange for each share therefor book-entry shares representing the Merger Consideration (in a number of whole shares of Parent Common Stock represented by Stock) that such surrendered Certificate a Pro Rata Share of holder has the Initial Distribution Amount right to Shareholders. The "Initial Distribution Amount" shall be the Total Shareholder Consideration less the Escrow Amount delivered to the Escrow Agent pursuant to Section 1.5. Promptly upon termination of each of the escrows receive pursuant to the terms 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 AgreementSection 1.7(b), each such Shareholder Company Stock Certificate or Book-Entry Share shall be entitled deemed, from and after the Effective Time, to represent only the right to receive hisbook-entry shares of Parent Common Stock representing the Merger Consideration (and cash in lieu of any fractional share of Parent Common Stock). If any Company Stock Certificate shall have been lost, her stolen or destroyed, Parent may, in its Pro Rata Share discretion and as a condition precedent to the delivery of any shares of Parent Common Stock, require the particular Escrow Amount distributed owner of such lost, stolen or destroyed Company Stock Certificate to Shareholders. The amounts so payable provide an applicable affidavit with respect to such Company Stock Certificate. (c) No dividends or other distributions declared or made with respect to Parent Common Stock with a holder of a Certificate(s) 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 a certificate for respect to the number 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 Share or provides an affidavit of loss 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 unclaimed by holders of shares of MW Company Common Stock having a value (based on as of the MW first anniversary of 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 1.7 shall thereafter look only to Parent for satisfaction of their claims for Parent Common Stock Value and rounded down to the nearest whole share) equal to the amount so due plus Stock, cash in lieu of fractional shares of Parent Common Stock and in the amount any dividends or distributions with respect to shares of Parent Common Stock. (e) No Party shall be liable to any holder of shares of any unpaid Company Capital Stock or to any other Person with respect to any shares of Parent Common Stock (or dividends or other distributions payable on such shares of MW Common Stock with a record date after the Effective Time. The Certificate(srespect thereto) so surrendered shall be canceled. Until so surrendered, each Certificate shall be deemed, or for all corporate purposes, any cash amounts delivered to evidence only the right to receive the Merger Consideration deliverable in respect thereof to which such Person is entitled any public official pursuant to this Article 1. A Certificate surrendered will be registered in the name of the beneficial owner of said Certificate (as set forth in Schedule 2.2) in the event the voting trust to which such shareholder was a party is terminated prior to any applicable abandoned property Law, escheat Law or at Closingsimilar Law.

Surrender of Certificates. (a) At any time Concurrently with or prior to the Effective Time, Parent shall designate a bank or trust company located in the United States and reasonably acceptable to the Company to act as paying agent (the "Paying Agent") for purposes of making the cash payments contemplated hereby. As soon as practicable after the Effective Time, Parent shall or shall cause the 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 notice and letter of transmittal advising such holder of the effectiveness of the Merger and the procedure for surrendering to the Paying Agent such certificate or certificates which immediately prior to the Effective Time upon represented outstanding Common Stock (the "Certificates") in exchange for the Merger Consideration deliverable in respect thereof pursuant to this Article II. Upon the surrender for cancellation to the Purchaser Paying Agent of the Certificate(s) held by any record holder of a Certificatesuch 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 in a form reasonably acceptable to Purchasertransmittal, such holder the Paying Agent shall be entitled to receive in exchange for each share of Common Stock represented by such surrendered Certificate a Pro Rata Share of the Initial Distribution Amount to Shareholders. The "Initial Distribution Amount" shall be the Total Shareholder Consideration less the Escrow Amount delivered promptly pay to the Escrow Agent pursuant to Person (as defined in Section 1.5. Promptly upon termination of each of 6.14 hereof) entitled thereto the escrows pursuant to the terms of this Agreement, each such Shareholder shall be entitled to receive his, her or its Pro Rata Share of the particular Escrow Amount distributed to Shareholders. The amounts so payable to a holder of a Certificate(s) shall be paid with a certificate for the number of shares of MW Common Stock having a value (based on the MW Common Stock Value and rounded down to the nearest whole share) equal to the amount so due plus cash Merger Consideration deliverable in lieu of fractional shares and in the amount of any unpaid dividends or other distributions payable on such shares of MW Common Stock with a record date after the Effective Time. The Certificate(s) so surrendered shall be canceledrespect thereof. Until so surrendered, each Certificate shall be deemed, for all corporate purposes, to evidence only the right to receive upon such surrender the Merger Consideration deliverable in respect thereof to which such Person is entitled pursuant to this Article 1II. A Certificate No interest shall be paid or accrued in respect of such cash payments. (b) If the Merger Consideration (or any portion thereof) is to be delivered to a Person other than the Person in whose name the Certificates surrendered will in exchange therefor are registered, it shall be registered in a condition to the name payment of the beneficial owner 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 said Certificate the foregoing or establish to the satisfaction of the Paying Agent that such taxes have been paid or are not required to be paid. (as set forth in Schedule 2.2c) in In the event any Certificate shall have been lost, stolen or destroyed, upon the voting trust making of an affidavit of that fact by the Person claiming such Certificate to which be lost, stolen or destroyed, the Paying Agent will issue in exchange for such shareholder was 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 party is terminated prior condition precedent to the payment thereof, give the Surviving Corporation a bond in such sum as it may direct or at Closingotherwise indemnify the Surviving Corporation in a manner satisfactory to it against any claim that may be made against the Surviving Corporation with respect to the Certificate claimed to have been lost, stolen or destroyed.

Surrender of Certificates. As soon as practicable, the Representatives or their designee shall mail to each holder of record of a certificate representing outstanding Common Shares (athe "CERTIFICATES") (1) At a letter of transmittal, which shall be in a customary form reasonably satisfactory to Parent (including an undertaking to notify Parent of any time after changes in address of such Company Stockholder during the Effective Time upon surrender for cancellation forty-eight (48) months following the Closing) and which shall specify that delivery shall be effected, and risk of loss and title to the Purchaser Certificates shall pass, only upon proper delivery by such Company Stockholder of his, her or its Certificates to the Representatives or their designee, (2) instructions for use in effecting the surrender of the Certificate(sCertificates in exchange for the Merger Consideration contemplated to be paid to the Company Stockholders pursuant to this SECTION 3.2 and (3) held by any record a copy of the Representative Agreement and a joinder thereto. Upon surrender of a Certificate to the Representatives or their designee for cancellation, the holder of a Certificate, together with a duly executed letter of transmittal in a form reasonably acceptable to Purchaser, such holder Certificate shall be entitled to receive in exchange for each share of Common Stock therefor the Merger Consideration (adjusted as contemplated in SECTION 3.3 hereof) represented by such surrendered Certificate a Pro Rata Share of the Initial Distribution Amount to Shareholders. The "Initial Distribution Amount" as set forth above, which Merger Consideration shall be payable upon such proper surrender by the Total Shareholder Consideration less the Escrow Amount delivered to the Escrow Agent pursuant to Section 1.5. Promptly upon termination of each of the escrows pursuant to the terms of this Agreement, each such Shareholder shall be entitled to receive his, her Representatives or its Pro Rata Share of the particular Escrow Amount distributed to Shareholders. The amounts so payable to a holder their designee by delivery of a Certificate(s) shall be paid with a certificate for certified or bank cashier's check or by wire transfer, and the number of shares of MW Common Stock having a value (based on the MW Common Stock Value and rounded down to the nearest whole share) equal to the amount so due plus cash in lieu of fractional shares and in the amount of any unpaid dividends or other distributions payable on such shares of MW Common Stock with a record date after the Effective Time. The Certificate(s) Certificate so surrendered shall forthwith be canceledcancelled upon delivery thereof to the Representatives or their designee. Until so surrendered, each Certificate shall No interest will be deemed, for all corporate purposes, to evidence only the right to receive paid or accrued on any portion of the Merger Consideration deliverable in respect thereof payable to which such Person holders of Certificates. In the event of a transfer of ownership of Common Shares that is entitled pursuant to this Article 1. A Certificate surrendered will be not registered in the name transfer records of the beneficial owner of said Company, payment may be made to a transferee if the Certificate (as set forth in Schedule 2.2) in the event the voting trust representing such Common Shares is presented to which Parent, accompanied by all documents required to evidence and effect such shareholder was a party is terminated prior to or at Closingtransfer and by evidence that any applicable stock transfer taxes have been paid.

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: (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 time 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 upon surrender for cancellation Time, the Parties shall cause the Exchange Agent to mail to the Purchaser Persons who were record holders of shares of Company Capital Stock that were converted into the Certificate(sright to receive the Merger Consideration: (i) held by any record holder 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. Upon surrender of a CertificateCompany Stock Certificate to the Exchange Agent for exchange, together with a duly executed letter of transmittal in a form and such other documents as may be reasonably acceptable to Purchaser, required by the Exchange Agent or Parent: (A) the holder of such holder Company Stock Certificate shall be entitled to receive in exchange for each share therefor a certificate or certificates or book-entry shares representing the Merger Consideration (in a number of whole shares of Parent Common Stock represented by Stock) that such surrendered Certificate a Pro Rata Share of holder has the Initial Distribution Amount right to Shareholders. The "Initial Distribution Amount" shall be the Total Shareholder Consideration less the Escrow Amount delivered to the Escrow Agent pursuant to Section 1.5. Promptly upon termination of each of the escrows receive pursuant to the terms provisions of this Agreement, each such Shareholder shall be entitled to receive his, her or its Pro Rata Share of the particular Escrow Amount distributed to Shareholders. The amounts so payable to a holder of a Certificate(sSection 1.5(a) shall be paid with a certificate for the number of shares of MW Common Stock having a value (based on the MW Common Stock Value and rounded down to the nearest whole share) equal to the amount so due plus cash in lieu of any fractional shares and in the amount share of any unpaid dividends or other distributions payable on such shares of MW Parent Common Stock with a record date after pursuant to the Effective Time. The Certificate(sprovisions of Section 1.5(c)); and (B) the Company Stock Certificate so surrendered shall be canceled. Until so surrenderedsurrendered as contemplated by this Section 1.7(b), each Company Stock Certificate shall be deemed, for all corporate purposesfrom and after the Effective Time, to evidence represent only the right to receive a certificate or certificates or book-entry shares of Parent Common Stock representing the Merger Consideration (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 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 and agree to indemnify Parent against any claim suffered by Parent related to the lost, stolen or destroyed Company Stock Certificate or any Parent Common Stock issued in exchange therefor 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 1.7(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 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 Stock Certificates as of the date that is one 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 1.7 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 in respect thereof to which such Person is entitled pursuant to this Article 1Agreement 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. A 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 to this Agreement shall be liable to any holder of any Company Stock Certificate surrendered will be registered in the name or to any other Person with respect to any shares of the beneficial owner of said Certificate Parent Common Stock (as set forth in Schedule 2.2or dividends or distributions with respect thereto) in the event the voting trust or for any cash amounts delivered to which such shareholder was a party is terminated prior any public official pursuant to any applicable abandoned property Law, escheat Law or at Closingsimilar Law.

Surrender of Certificates. (a) On or prior to the Closing Date, NitroMed and Deerfield shall agree upon and select a reputable bank, transfer agent or trust company to act as paying agent in the Merger (the "Paying Agent"). At any time the Effective Time, Deerfield shall deposit with the Paying Agent an amount equal to the aggregate Merger Consideration less the Closing Cash Distribution Amount (collectively with the Closing Cash Distribution Amount, the "Payment Fund"). Within one Business Day after the Effective Time upon surrender for cancellation Time, Deerfield shall cause the Surviving Corporation to remit to the Purchaser Paying Agent an amount equal to the Closing Cash Distribution Amount. (b) Promptly after the Effective Time, but in no event more than 5 Business Days after the Effective Time, the Parties shall cause the Paying Agent to mail to the Persons who were record holders of Stock Certificates immediately prior to the Certificate(sEffective Time: (i) held by any record holder a letter of transmittal in customary form and containing such provisions as Deerfield may reasonably specify (including a provision confirming that delivery of Stock Certificates shall be effected, and risk of loss and title to Stock Certificates shall pass, only upon delivery of such Stock Certificates to the Paying Agent); and (ii) instructions for use in effecting the surrender of Stock Certificates in exchange for the Merger Consideration. Upon surrender of a CertificateStock Certificate to the Paying Agent for exchange, together with a duly executed letter of transmittal in a form and such other documents as may be reasonably acceptable to Purchaser, required by the Paying Agent or Deerfield: (A) the holder of such holder Stock Certificate shall be entitled to receive in exchange for each share of Common Stock represented by therefor the Merger Consideration that such surrendered Certificate a Pro Rata Share of holder has the Initial Distribution Amount right to Shareholders. The "Initial Distribution Amount" shall be the Total Shareholder Consideration less the Escrow Amount delivered to the Escrow Agent pursuant to Section 1.5. Promptly upon termination of each of the escrows receive pursuant to the terms provisions of this Agreement, each such Shareholder shall be entitled to receive his, her or its Pro Rata Share of Section 1.5(a)(ii); and (B) the particular Escrow Amount distributed to Shareholders. The amounts so payable to a holder of a Certificate(s) shall be paid with a certificate for the number of shares of MW Common Stock having a value (based on the MW Common Stock Value and rounded down to the nearest whole share) equal to the amount so due plus cash in lieu of fractional shares and in the amount of any unpaid dividends or other distributions payable on such shares of MW Common Stock with a record date after the Effective Time. The Certificate(s) Certificate so surrendered shall be canceled. In the event of a transfer of ownership of NitroMed Common Stock which is not registered in the transfer records of NitroMed, the Merger Consideration may be paid to a person other than the person in whose name the applicable Stock Certificate so surrendered is registered, if such Stock Certificate is presented to the Paying Agent, accompanied by all documents required to evidence and effect such transfer and by evidence that any applicable stock transfer taxes have been paid, along with an applicable affidavit with respect to such Stock Certificate and such bond indemnifying Deerfield against any claims suffered by Deerfield related to such Stock Certificate or any Merger Consideration paid in exchange therefor as Deerfield may reasonably request. Until so surrenderedsurrendered as contemplated by this Section 1.8(b), each Stock Certificate shall be deemed, for all corporate purposesfrom and after the Effective Time, to evidence represent only the right to receive the Merger Consideration deliverable as contemplated by Section 1.5(a)(ii). If any Stock Certificate shall have been lost, stolen or destroyed, Deerfield may, in its discretion and as a condition precedent to the delivery of any Merger Consideration with respect thereof to which the shares of NitroMed Common Stock previously represented by such Person is Stock Certificate, require the owner of such lost, stolen or destroyed Stock Certificate to provide an applicable affidavit with respect to such Stock Certificate and post a bond indemnifying Deerfield against any claim suffered by Deerfield related to the lost, stolen or destroyed Stock Certificate or any Merger Consideration paid in exchange therefor as Deerfield may reasonably request. (c) Any portion of the Payment Fund that remains undistributed to holders of Stock Certificates as of the date 180 days after the Closing Date shall be delivered or made available to Deerfield upon demand, and any holders of Stock Certificates who have not theretofore surrendered their Stock Certificates in accordance with this Section 1.8 shall thereafter look only to Deerfield for satisfaction of their claims for Merger Consideration. (d) Each of the Paying Agent and Deerfield shall be entitled to deduct and withhold from the Merger Consideration payable pursuant to this Article 1Agreement to any holder of any Stock Certificate such amounts as Deerfield determines in good faith 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. A 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 shall be liable to any holder of any Stock Certificate surrendered will be registered in the name or to any other Person with respect to any shares of the beneficial owner of said Certificate NitroMed Common Stock (as set forth in Schedule 2.2) in the event the voting trust or dividends or distributions with respect thereto), or for any cash amounts, delivered to which such shareholder was a party is terminated prior any public official pursuant to any applicable abandoned property law, escheat law or at Closingsimilar Legal Requirement.

Surrender of Certificates. As soon as practicable, but in no event later than five (a5) At business days, following the date hereof, the Shareholder Representative or its designee (e.g., any time after exchange agent engaged by the Effective Time upon Shareholder Representative for purposes of satisfying its obligations pursuant to this Section 2.2(c) shall mail to each holder of record of a certificate representing outstanding Common Shares (other than a certificate (or portion thereof) representing Rollover Common Shares, the treatment of which is addressed in Section 2.9) (the “Certificates”) (i) the Letter of Transmittal (as defined below) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for cancellation the Merger Consideration contemplated to be paid to the Purchaser Company Shareholders pursuant to this Section 2.2. As a condition to the receipt of a portion of the Certificate(s) held by any record Merger Consideration, each holder of a Certificate, together with Certificate shall (A) surrender a duly Certificate to the Shareholder Representative or its designee for cancellation and (B) deliver an executed letter of transmittal and any exhibits thereto. Upon receipt by the Shareholder Representative of the items set forth in a form reasonably acceptable to Purchaserthe immediately preceding sentence, (but in no event earlier than the Effective Time) the holder of such holder Certificate shall be entitled to receive in exchange for each share of therefor the Common Stock Per Share Merger Consideration (subject to adjustment pursuant to Section 2.4) represented by such Certificate as set forth above, which Merger Consideration shall be payable by the Shareholder Representative or its designee upon such proper surrender by delivery of a check or by wire transfer, and the Certificate so surrendered Certificate a Pro Rata Share shall forthwith be cancelled upon delivery thereof to the Shareholder Representative or its designee. No interest will be paid or accrued on any portion of the Initial Distribution Amount Merger Consideration payable to Shareholdersholders of Certificates. The "Initial Distribution Amount" In the event of a transfer of ownership of Common Shares that is not registered in the transfer records of the Company, payment may be made to a transferee if the Certificate representing such Common Shares is presented to Parent, accompanied by all documents required to evidence and effect such transfer and by evidence that any applicable stock transfer taxes have been paid. Notwithstanding any contrary provision set forth in this Agreement, the Shareholder Representative shall be not pay to any holder of a Certificate that portion of the Total Shareholder Merger Consideration less represented by such Company Shareholder’s pro rata share of the Escrow Amount delivered to the Escrow Agent pursuant to Section 1.5. Promptly upon termination of each of the escrows Funds until such time as such amount, if any, is distributable pursuant to the terms and conditions of this the Escrow Agreement, each such . The Shareholder shall be entitled to receive his, her Representative or its Pro Rata Share of the particular Escrow Amount distributed to Shareholders. The amounts so payable to a holder of a Certificate(s) shall be paid with a certificate for the number of shares of MW Common Stock having a value (based on the MW Common Stock Value and rounded down designee shall, as soon as reasonably practicable, deliver to the nearest whole share) equal to the amount so due plus cash in lieu of fractional shares and in the amount of any unpaid dividends or other distributions payable on such shares of MW Common Stock with a record date after the Effective Time. The Certificate(s) so surrendered shall be canceled. Until so surrendered, each Certificate shall be deemed, for Company all corporate purposes, to evidence only the right to receive the Merger Consideration deliverable in respect thereof to which such Person is entitled Certificates it has received pursuant to this Article 1. A Certificate surrendered will be registered in the name of the beneficial owner of said Certificate (as set forth in Schedule 2.2) in the event the voting trust to which such shareholder was a party is terminated prior to or at ClosingSection 2.2(c).

Surrender of Certificates. At the Effective Time, the Surviving Corporation shall irrevocably deposit or cause to be deposited with a paying agent appointed by Parent (athe “Paying Agent”), as agent for the holders of shares of Company Common Stock to be cancelled in accordance with Section 2.9, cash in the aggregate amount required to pay the aggregate amount of the Per Share Merger Consideration payable on the shares of Company Common Stock outstanding immediately prior to the Effective Time. Pending distribution pursuant to Section 2.10(b) At of the cash deposited with the Paying Agent, such cash shall be held in trust for the benefit of the holders of shares of Company Common Stock converted pursuant to the Merger and such cash shall not be used for any time other purposes. Promptly after the Effective Time upon Time, the Surviving Corporation shall cause the Paying Agent to mail to each Person who was, at the Effective Time, a holder of record of shares of Company Common Stock entitled to receive the Per Share Merger Consideration payable on shares of Company Common Stock pursuant to Section 2.9 hereof (the “Stockholders”), a form of letter of transmittal in the form of Exhibit G attached hereto and instructions for use in effecting the surrender for cancellation of shares of Company Common Stock pursuant to such letter of transmittal. Upon surrender to the Purchaser of the Certificate(s) held by any record holder Paying Agent of a Company Stock Certificate, together with a duly executed such letter of transmittal transmittal, duly completed and validly executed in a form reasonably acceptable accordance with the instructions thereto, and such other documents as may be required pursuant to Purchasersuch instructions, the holder of such holder Company Stock Certificate shall be entitled to receive in exchange therefor the Per Share Merger Consideration payable on shares of Company Common Stock for each share of Company Common Stock represented formerly evidenced by such surrendered Company Stock Certificate a Pro Rata and such Company Stock Certificate shall thereupon be cancelled. No interest shall accrue or be paid on the Per Share Merger Consideration payable upon the surrender of any Company Stock Certificate for the benefit of the Initial Distribution Amount to Shareholdersholder of such Company Stock Certificate and any required withholding taxes on the Per Share Merger Consideration payable on shares of Company Common Stock may be withheld by Parent, the Surviving Corporation, or the Paying Agent. The "Initial Distribution Amount" All interest accrued in respect of the cash deposited with the Paying Agent shall be the Total Shareholder Consideration less the Escrow Amount delivered accrue to the Escrow Agent pursuant to Section 1.5. Promptly upon termination benefit of each of the escrows pursuant and be paid to the terms of this Agreement, each such Shareholder shall be entitled to receive his, her or its Pro Rata Share of the particular Escrow Amount distributed to Shareholders. The amounts so payable to a holder of a Certificate(s) shall be paid with a certificate for the number of shares of MW Common Stock having a value (based on the MW Common Stock Value and rounded down to the nearest whole share) equal to the amount so due plus cash in lieu of fractional shares and in the amount of any unpaid dividends or other distributions payable on such shares of MW Common Stock with a record date after the Effective Time. The Certificate(s) so surrendered shall be canceled. Until so surrendered, each Certificate shall be deemed, for all corporate purposes, to evidence only the right to receive the Merger Consideration deliverable in respect thereof to which such Person is entitled pursuant to this Article 1. A Certificate surrendered will be registered in the name of the beneficial owner of said Certificate (as set forth in Schedule 2.2) in the event the voting trust to which such shareholder was a party is terminated prior to or at ClosingSurviving Corporation.

Surrender of Certificates. (a) At a time before the Effective Time, Parent shall designate a bank or trust company who shall be reasonably satisfactory to the Company to act as paying agent in the Merger (“Paying Agent”), and before the Effective Time, Parent shall, or shall cause Subsidiary to, transfer to the Paying Agent cash in the amounts necessary for the payment in full of the Merger Consideration as provided in Section 4.1 upon surrender of certificates formerly representing shares of Company Common Stock in the manner described in Section 4.3(b). Funds transferred to the Paying Agent shall be invested by the Paying Agent as directed by Parent (it being understood that any time and all interest or income earned on funds transferred to the Paying Agent pursuant to this Agreement shall be turned over to Parent). (b) Within three business days after the Effective Time, Parent shall cause the Paying Agent to mail to each holder of record of a certificate or certificates that immediately before the Effective Time represented outstanding shares of Company Common Stock (the “Company Certificates”) (i) a letter of transmittal in customary form approved by the Company prior to the Closing (such approval not to be unreasonably withheld), which shall specify that delivery shall be effected, and risk of loss and title to the Company Certificates shall pass, only upon actual delivery of the Company Certificates to the Paying Agent, and (ii) instructions for use in effecting the surrender of the Company Certificates in exchange for the Merger Consideration. Upon surrender of Company Certificates for cancellation to the Purchaser of the Certificate(s) held by any record holder of a CertificatePaying Agent, together with a duly executed letter of transmittal in a form and such other documents as the Paying Agent shall reasonably acceptable to Purchaserrequire, the holder of such holder Company Certificates shall thereupon be entitled to receive in exchange therefor the Merger Consideration for each share of Company Common Stock formerly represented by such surrendered Certificate a Pro Rata Share of thereby, in accordance with Section 4.1, and the Initial Distribution Amount to Shareholders. The "Initial Distribution Amount" shall be the Total Shareholder Consideration less the Escrow Amount delivered to the Escrow Agent pursuant to Section 1.5. Promptly upon termination of each of the escrows pursuant to the terms of this Agreement, each such Shareholder shall be entitled to receive his, her or its Pro Rata Share of the particular Escrow Amount distributed to Shareholders. The amounts so payable to a holder of a Certificate(s) shall be paid with a certificate for the number of shares of MW Common Stock having a value (based on the MW Common Stock Value and rounded down to the nearest whole share) equal to the amount so due plus cash in lieu of fractional shares and in the amount of any unpaid dividends or other distributions payable on such shares of MW Common Stock with a record date after the Effective Time. The Certificate(s) Company Certificates so surrendered shall be canceled. Until so surrenderedNo interest shall be paid or accrued, upon the surrender of the Company Certificates, for the benefit of holders of the Certificates on any Merger Consideration. (c) At any time following the date which is six months after the Effective Time, Parent shall be entitled to require the Paying Agent to deliver to Parent all cash and any documents in its possession relating to the transactions described in this Agreement, and the Paying Agent’s duties shall terminate. Thereafter, subject to applicable abandoned property, escheat and similar laws, each holder of a Company Certificate may, solely as a general creditor, surrender such Company Certificate to the Surviving Corporation, for the payment of their claim for the Merger Consideration, without any interest thereon. None of the Paying Agent, Parent, Subsidiary, the Company or the Surviving Corporation shall be liable to a holder of shares of Company Common Stock for any amounts delivered to a public official pursuant to applicable abandoned property, escheat or similar laws. If any Company Certificates shall not have been surrendered prior to six months after the Effective Time (or immediately prior to such earlier date on which any Merger Consideration in respect of such Company Certificate would otherwise escheat to or become the property of any Governmental Authority), any such cash shall, to the extent permitted by applicable law, become the property of the Parent, free and clear of all claims or interest of any person previously entitled thereto. If, after the Effective Time, subject to the terms and conditions of this Agreement, Company Certificates formerly representing shares of Company Common Stock are presented to the Surviving Corporation, they shall be cancelled and exchanged for Merger Consideration in accordance with this Article IV. (d) If any Company Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the holder claiming such Company Certificate to be deemedlost, stolen or destroyed, the Surviving Corporation shall issue in exchange for all corporate purposessuch lost, to evidence only the right to receive stolen or destroyed Company Certificate the Merger Consideration deliverable in respect thereof to which such Person is entitled pursuant to determined in accordance with this Article 1IV. A Certificate surrendered will be registered When authorizing such issuance in exchange therefor, the name Board of Directors of the beneficial Surviving Corporation may, in its discretion and as a condition precedent to the issuance thereof, require the owner of said such lost, stolen or destroyed Company Certificate (to give the Surviving Corporation such indemnity as set forth in Schedule 2.2) in it may reasonably direct as protection against any claim that may be made against the event Surviving Corporation with respect to the voting trust Company Certificate alleged to which such shareholder was a party is terminated prior to have been lost, stolen or at Closingdestroyed.

Surrender of Certificates. Prior to the Effective Time, Omnitek shall designate its legal counsel, Chachas Law Group P.C., to act as the exchange agent (athe “Exchange Agent”) At any time in the Merger. Promptly after the Effective Time, Omnitek shall make available to the Exchange Agent for exchange in accordance with this Section 1.7, the aggregate number of shares of Omnitek Common Stock issuable pursuant to Section 1.5 in exchange for all issued and outstanding shares of Pensare Common Stock. Promptly after the Effective Time, the Surviving Corporation shall cause to be delivered to each holder of record of a certificate or certificates (the “Certificates”) which immediately prior to the Effective Time represented outstanding shares of Pensare Common Stock whose shares were converted to the right to receive shares of Omnitek Common Stock pursuant to Section 1.5, (i) a letter of transmittal (which shall specify that delivery shall be effected, and the risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Agent and shall be in such form and shall have such other provisions as Omnitek may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for certificates representing shares of Omnitek Common Stock. Upon surrender of a Certificate for cancellation to the Purchaser of the Certificate(s) held by any record holder of a Certificate, Exchange Agent together with a duly executed such letter of transmittal duly completed and validly executed in a form reasonably acceptable to Purchaseraccordance with the instructions thereto, such the holder of the Certificate shall be entitled to receive in exchange for each share therefore a certificate representing the number of whole shares of Omnitek Common Stock represented by in accordance with Section 1.5, to which such surrendered Certificate a Pro Rata Share of the Initial Distribution Amount to Shareholders. The "Initial Distribution Amount" shall be the Total Shareholder Consideration less the Escrow Amount delivered to the Escrow Agent holder is entitled pursuant to Section 1.5. Promptly upon termination of each of , and the escrows pursuant to the terms of this Agreement, each such Shareholder shall be entitled to receive his, her or its Pro Rata Share of the particular Escrow Amount distributed to Shareholders. The amounts so payable to a holder of a Certificate(s) shall be paid with a certificate for the number of shares of MW Common Stock having a value (based on the MW Common Stock Value and rounded down to the nearest whole share) equal to the amount so due plus cash in lieu of fractional shares and in the amount of any unpaid dividends or other distributions payable on such shares of MW Common Stock with a record date after the Effective Time. The Certificate(s) Certificate so surrendered shall forthwith be canceled. Until so surrendered, each outstanding Certificate shall that, prior to the Effective Time, represented shares of Pensare Common Stock will be deemeddeemed from and after the Effective Time, for all corporate purposes, to evidence only the right to receive ownership of the Merger Consideration deliverable in respect thereof to number of full shares of Omnitek Common Stock into which such Person is entitled pursuant shares of Pensare Common Stock shall and have been so converted in accordance with Section 1.5. Any and all shares certificates representing shares of Omnitek Common Stock issued or to this Article 1. A Certificate surrendered will be registered issued upon conversion and in exchange for the name of the beneficial owner of said Certificate (as set forth Pensare Common Stock shall be held by Omnitek along with a duly executed Stock Power in Schedule 2.2) in the event the voting trust to which such shareholder was a party is terminated prior to or at Closingblank.

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 certificates or evidence of book-entry shares representing the Parent Capital Stock (in a number of whole shares and/or fractional shares) issuable pursuant to Section 1.5(a). The Parent Capital Stock so deposited with the Exchange Agent, together with any time 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 upon surrender for cancellation Time, the Parties shall cause the Exchange Agent to mail to the Purchaser Persons who were record holders of shares of Company Capital Stock that were converted into the Certificate(sright to receive the Merger Consideration: (i) held by any record holder 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 Capital Stock. Upon surrender of a CertificateCompany Stock Certificate to the Exchange Agent for exchange, together with a duly executed letter of transmittal in a form and such other documents as may be reasonably acceptable to Purchaser, required by the Exchange Agent or Parent: (A) the holder of such holder Company Stock Certificate shall be entitled to receive in exchange for each share of Common Stock represented by therefor a certificate or certificates or book-entry shares representing the Merger Consideration that such surrendered Certificate a Pro Rata Share of holder has the Initial Distribution Amount right to Shareholders. The "Initial Distribution Amount" shall be the Total Shareholder Consideration less the Escrow Amount delivered to the Escrow Agent pursuant to Section 1.5. Promptly upon termination of each of the escrows receive pursuant to the terms provisions of this Agreement, each such Shareholder shall be entitled to receive his, her or its Pro Rata Share of Section 1.5(a); and (B) the particular Escrow Amount distributed to Shareholders. The amounts so payable to a holder of a Certificate(s) shall be paid with a certificate for the number of shares of MW Common Company Stock having a value (based on the MW Common Stock Value and rounded down to the nearest whole share) equal to the amount so due plus cash in lieu of fractional shares and in the amount of any unpaid dividends or other distributions payable on such shares of MW Common Stock with a record date after the Effective Time. The Certificate(s) Certificate so surrendered shall be canceled. Until so surrenderedsurrendered as contemplated by this Section 1.8(b), each Company Stock Certificate shall be deemed, for all corporate purposesfrom and after the Effective Time, to evidence represent only the right to receive a certificate or certificates or book-entry shares of Parent Capital Stock representing the applicable Merger Consideration that such holder has the right to receive pursuant to the provisions of Section 1.5(a). If any Company Stock Certificate shall have been lost, stolen or destroyed, Parent may, in its 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 deliverable may be made to a Person other than the Person in respect thereof 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 which the reasonable satisfaction of Parent that such Person is entitled Taxes have been paid or are not applicable. The Merger Consideration and any dividends or other distributions as are payable pursuant to this Article 1. A 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 Capital Stock with a record date on or after the Effective Time shall be paid to the holder of any unsurrendered Company Stock Certificate surrendered will be registered with respect to the shares of Parent Capital Stock that such holder has the right to receive in the name Merger until such holder surrenders such Company Stock Certificate or provides an affidavit of loss or destruction in lieu thereof in accordance with this Section 1.8 (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 beneficial owner Exchange Fund that remains undistributed to holders of said Company Stock Certificates as of the date that is 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 shall thereafter look only to Parent for satisfaction of their claims for Parent Capital Stock and any dividends or distributions with respect to shares of Parent Capital Stock. (e) No Party shall be liable to any holder of any Company Stock Certificate or to any other Person with respect to any shares of Parent Capital Stock (as set forth in Schedule 2.2or dividends or distributions with respect thereto) in the event the voting trust or for any cash amounts delivered to which such shareholder was a party is terminated prior any public official pursuant to any applicable abandoned property Law, escheat Law or at Closingsimilar Law.

Surrender of Certificates. (a) At any time Concurrently with or prior to the Effective Time, Parent shall designate a bank or trust company located in the United States and reasonably acceptable to the Company to act as paying agent (the "PAYING AGENT") for purposes of making the cash payments contemplated hereby. As soon as practicable after the Effective Time, Parent shall cause the 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 notice and letter of transmittal advising such holder of the effectiveness of the Merger and the procedure for surrendering to the Paying Agent such certificate or certificates which immediately prior to the Effective Time upon represented outstanding Common Stock (the "CERTIFICATES") in exchange for the Merger Consideration deliverable in respect thereof pursuant to this Article I. Upon the surrender for cancellation to the Purchaser Paying Agent of the Certificate(s) held by any record holder of a Certificatesuch 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 in a form reasonably acceptable to Purchasertransmittal, such holder the Paying Agent shall be entitled to receive in exchange for each share of Common Stock represented by such surrendered Certificate a Pro Rata Share of the Initial Distribution Amount to Shareholders. The "Initial Distribution Amount" shall be the Total Shareholder Consideration less the Escrow Amount delivered promptly pay to the Escrow Agent pursuant to Person (as defined in Section 1.5. Promptly upon termination of each of 6.15 hereof) entitled thereto the escrows pursuant to the terms of this Agreement, each such Shareholder shall be entitled to receive his, her or its Pro Rata Share of the particular Escrow Amount distributed to Shareholders. The amounts so payable to a holder of a Certificate(s) shall be paid with a certificate for the number of shares of MW Common Stock having a value (based on the MW Common Stock Value and rounded down to the nearest whole share) equal to the amount so due plus cash Merger Consideration deliverable in lieu of fractional shares and in the amount of any unpaid dividends or other distributions payable on such shares of MW Common Stock with a record date after the Effective Time. The Certificate(s) so surrendered shall be canceledrespect thereof. Until so surrendered, each Certificate shall be deemed, for all corporate purposes, to evidence only the right to receive upon such surrender the Merger Consideration deliverable in respect thereof to which such Person is entitled pursuant to this Article 1. A Certificate I. No interest shall be paid or accrued in respect of such cash payments. (b) If the Merger Consideration (or any portion thereof) is to be delivered to a Person other than the Person in whose name the Certificates surrendered will in exchange therefor are registered, it shall be registered in a condition to the name payment of the beneficial owner 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 said Certificate the foregoing or establish to the satisfaction of the Paying Agent that such taxes have been paid or are not required to be paid. (as set forth in Schedule 2.2c) in In the event any Certificate shall have been lost, stolen or destroyed, upon the voting trust making of an affidavit of that fact by the Person claiming such Certificate to which be lost, stolen or destroyed, the Paying Agent will issue in exchange for such shareholder was lost, stolen or destroyed Certificate the Merger Consideration deliverable in respect thereof as determined in accordance with this Article I; provided that, the Person to whom the Merger Consideration is paid shall, as a party is terminated prior condition precedent to the payment thereof, give the Surviving Corporation a bond in such sum as it may direct or at Closingotherwise indemnify the Surviving Corporation in a manner satisfactory to it against any claim that may be made against the Surviving Corporation with respect to the Certificate claimed to have been lost, stolen or destroyed.

Surrender of Certificates. (a) At any time Promptly after the Effective Time Time, Parent will cause its transfer agent (the “Transfer Agent”) to send a letter to each holder of shares of Company Common Stock that have been converted into Parent Common Stock and cash advising such holder that upon surrender for cancellation to the Purchaser of the Certificate(s) held by any record holder Transfer Agent of a Certificatecertificate or certificates representing such shares, together along with a duly executed letter of transmittal in a the form reasonably acceptable to Purchaserenclosed therein, such the holder shall be entitled to receive in exchange for each share of Common Stock represented by such surrendered Certificate a Pro Rata Share of the Initial Distribution Amount to Shareholders. The "Initial Distribution Amount" shall be the Total Shareholder Consideration less the Escrow Amount delivered to the Escrow Agent pursuant to Section 1.5. Promptly upon termination of each of the escrows pursuant to the terms of this Agreement, each such Shareholder shall be entitled to receive his, her or its Pro Rata Share of the particular Escrow Amount distributed to Shareholders. The amounts so payable to a holder of a Certificate(s) shall be paid with a certificate for representing the number of shares of MW Parent Common Stock having a value (based on the MW Common Stock Value and rounded down to the nearest whole share) equal to the amount so due plus cash in lieu of fractional shares and in the amount of any unpaid dividends or other distributions payable on into which such shares of MW Company Common Stock with shall have been converted pursuant to the provisions of Section 1.3. If any certificate for shares of Parent Common Stock is to be issued, or the cash portion of the Merger Consideration is to be paid, to a record date after Person other than the Effective Time. The Certificate(s) Person whose name the certificate for Company Common Stock surrendered in exchange therefor is registered, it shall be a condition of the issuance and payment thereof that the certificate so surrendered shall be canceledproperly endorsed and otherwise in proper form for transfer, and that the Person requesting such exchange pay to Parent or its agent designated for such purpose any transfer or other taxes required, or establish to the satisfaction of Parent or its agent that such tax has been paid or is not payable. Until so surrenderedIf any holder of Company Common Stock canceled and retired in accordance with this Agreement is unable to deliver a certificate or certificates representing such shares of the holder, each Certificate Parent, in the absence of actual notice that any shares theretofore represented by any such certificate have been acquired by a bona fide purchaser, shall be deemed, for all corporate purposes, deliver to evidence only such holder the right to receive the Merger Consideration deliverable in respect thereof number of shares of Parent Common Stock and cash to which such holder is entitled in accordance with the provisions of this Agreement upon the presentation of the following: (i) evidence satisfactory to Parent (a) that such Person is the owner of the shares theretofore represented by each certificate claimed by him, her or it to be lost, wrongfully taken or destroyed and (b) that he, she or it is the Person who would be entitled to present each such certificate for conversion pursuant to this Article 1. A Certificate surrendered will Agreement; and (ii) such security or indemnity as may be registered in reasonably requested by Parent to indemnify and hold Parent and the name of the beneficial owner of said Certificate (as set forth in Schedule 2.2) in the event the voting trust to which such shareholder was a party is terminated prior to or at ClosingTransfer Agent harmless.

Surrender of Certificates. (a) At any time As soon as practicable after the Effective Time upon surrender for cancellation Time, each Person holding a certificate or certificates representing shares of DigitalQuake Common Stock or DigitalQuake Preferred Stock issued and outstanding immediately prior to the Purchaser of the Certificate(s) held by any record holder of Effective Time shall deliver such certificate(s), a Certificate, together with a duly executed letter of transmittal in the form attached hereto as Exhibit E and a form Form W-9 or Form W-8 (or a suitable substitute form), as applicable, to the Surviving Corporation or its transfer agent. In the event that any such holder no longer has in his or her possession any such certificate(s), such holder shall, in lieu of surrendering such certificate(s), deliver to Surviving Corporation an affidavit of that fact whereupon National may, in its sole discretion, require the holder of such lost certificate(s) to deliver a bond in such sum as National may reasonably acceptable direct as indemnity against any claim that may be made against National or any of its Affiliates with respect to Purchaserthe certificate. Thereupon, each such holder shall be entitled to receive in exchange for each share of Common Stock represented by such surrendered Certificate a Pro Rata Share of the Initial Distribution Amount to Shareholders. The "Initial Distribution Amount" shall be the Total Shareholder Consideration less the Escrow Amount delivered to the Escrow Agent pursuant to Section 1.5. Promptly upon termination of each of the escrows pursuant to the terms of this Agreement, each such Shareholder shall be entitled to receive his, her or its Pro Rata Share of the particular Escrow Amount distributed to Shareholders. The amounts so payable to a holder of a Certificate(s) shall be paid with a certificate for the number of shares of MW Common Stock having a value (based on the MW Common Stock Value and rounded down to the nearest whole share) equal to therefor cash consideration in the amount so due plus cash in lieu of fractional shares and in the manner described in Section 3.2 and Section 3.5, without interest, and Surviving Corporation shall pay and National shall cause Surviving Corporation to pay such amount of any unpaid dividends or other distributions payable on such promptly to the holder. (b) Each certificate which immediately prior to the Effective Time evidenced shares of MW DigitalQuake Common Stock with a record date or DigitalQuake Preferred Stock (other than held by National and its Affiliates) shall, from and after the Effective Time. The Certificate(s) so Time until such certificate is surrendered shall be canceled. Until so surrenderedto Surviving Corporation or its transfer agent, each Certificate shall be deemed, for all corporate purposes, to evidence only the right to receive the Merger Consideration deliverable consideration per share described in respect thereof Section 3.2. No interest shall be payable upon any consideration. (c) After the Effective Time, there shall be no transfers of any shares of DigitalQuake Common Stock or DigitalQuake Preferred Stock on the stock transfer books of Surviving Corporation. If, after the Effective Time, certificates formerly representing shares of DigitalQuake Common Stock or DigitalQuake Preferred Stock are presented to which such Person is entitled pursuant to this Article 1. A Certificate surrendered will Surviving Corporation, they shall be registered in canceled and exchanged for the name of the beneficial owner of said Certificate (as set forth in Schedule 2.2) in the event the voting trust to which such shareholder was a party is terminated prior to or at Closingconsideration per share provided for by Section 3.2.

Surrender of Certificates. (a) At any time As promptly as practicable after the Effective Time Time, Purchaser shall cause the Paying Agent to mail to each Company Stockholder (i) a Letter of Transmittal, which shall specify that delivery shall be effected, and risk of loss and title to such Company Stockholder’s Shares shall pass, only upon actual delivery of the certificate representing such Shares to the Paying Agent; and (ii) instructions for use in effecting the surrender of the certificates in exchange for the payment of the Per Share Merger Consideration for each Share represented thereby, without any interest thereon. Upon delivery by each Company Stockholder of a duly executed Letter of Transmittal and surrender of Company Stock Certificates for cancellation to the Purchaser of the Certificate(s) held by any record holder of a CertificatePaying Agent, together with a duly executed letter of transmittal in a form such other documents as the Paying Agent shall reasonably acceptable to Purchaserrequire, such holder Company Stockholder shall be entitled to receive (x) a check or wire transfer in exchange for the amount of the Per Share Cash Consideration and (y) a stock certificate representing the Per Share Stock Consideration, in each share case multiplied by the number of Common Stock Shares represented by such Company Stock Certificates (and the certificates so surrendered Certificate a Pro Rata Share shall be canceled), with the stock consideration adjusted as needed, for fractional shares as provided in Section 2.2(a) above. The covenants set forth in the Letter of Transmittal are partial consideration for the payment of the Initial Distribution Amount Merger Consideration as provided herein. (b) Promptly following the date that is 24 months after the Effective Time, the Paying Agent shall deliver to Shareholders. The "Initial Distribution Amount" shall be the Total Shareholder Consideration less the Escrow Amount delivered Purchaser all cash and any documents in its possession relating to the Escrow Agent pursuant Transactions, and the Paying Agent’s duties shall terminate. Thereafter, each Company Stockholder shall look only to Section 1.5. Promptly upon termination of each Purchaser for payment of the escrows pursuant to the terms of this Agreement, each such Shareholder shall be entitled to receive Per Share Merger Consideration and may surrender his, her or its Pro Rata Share of the particular Escrow Amount distributed to Shareholders. The amounts so payable to a holder of a Certificate(s) shall be paid with a certificate for the number of shares of MW Common Company Stock having a value (based on the MW Common Stock Value and rounded down Certificate to the nearest whole shareSurviving Corporation or Purchaser and (subject to applicable abandoned property, escheat and similar Laws) equal receive in exchange therefor the Per Share Merger Consideration for each Share represented thereby, without any interest thereon. (c) If any certificate representing Shares shall have been lost, stolen or destroyed, upon the making of an affidavit of, and agreeing to indemnify Purchaser with respect to, that fact by the amount so due plus cash person claiming such certificate to be lost, stolen or destroyed, the Paying Agent (or if more than 12 months after the Effective Time, Purchaser), shall issue in lieu exchange for such lost, stolen or destroyed certificate, the Per Share Merger Consideration then deliverable in respect of fractional shares and each Share represented thereby determined in the amount of any unpaid accordance with this Article II. (d) Except as required by Law, no dividends or other distributions payable on such shares with respect to capital stock of MW Common Stock the Surviving Corporation with a record date after the Effective Time. The Certificate(s) so surrendered Time shall be canceled. Until so surrendered, each paid to the holder of any unsurrendered Company Stock Certificate shall be deemed, for all corporate purposes, to evidence only the right to receive the Merger Consideration deliverable in respect thereof to which such Person is entitled pursuant to this Article 1. A Certificate surrendered will be registered in the name of the beneficial owner of said Certificate (as set forth in Schedule 2.2) in the event the voting trust to which such shareholder was a party is terminated prior to or at Closingrepresenting Shares.

Surrender of Certificates. (a) At any time the Closing, Parent (or its designee) shall make the payments specified in Section 2.9(a). (b) As promptly as practicable after the Effective Time date of this Agreement, the Representative shall mail to each holder of record of Company Shares or Company Options (i) a letter of transmittal in form and substance reasonably satisfactory to the parties hereto (the “Letter of Transmittal”) which shall specify that delivery shall be effected, and risk of loss and title to the Company Shares shall pass, only upon actual delivery of the Company Stock Certificate representing the Company Shares to the Representative, (ii) instructions for use in effecting the surrender of the Company Stock Certificates in exchange for the payment of the Per Share Preferred Payment and the Per Share Common Payment for each Company Share represented thereby, without any interest thereon. With respect to the holders of Company Shares, upon surrender of Company Stock Certificates for cancellation to the Purchaser of the Certificate(s) held by any record holder of a CertificateRepresentative, together with a duly executed letter Letter of transmittal in a form Transmittal and such other documents as the Representative shall reasonably acceptable to Purchaserrequire, the holder of such holder Company Stock Certificates shall be entitled to receive in exchange therefor a check or wire transfer in the amount equal to the sum of (i) the Per Share Preferred Payment for each share of Company Preferred Share formerly represented thereby and (ii) the Per Share Common Payment for each Company Common Share formerly represented thereby, and the Company Stock represented by such Certificates so surrendered Certificate a Pro Rata Share of the Initial Distribution Amount to Shareholders. The "Initial Distribution Amount" shall be the Total Shareholder Consideration less the Escrow Amount delivered canceled. With respect to the Escrow Agent pursuant to Section 1.5. Promptly holders of Company Options, upon termination receipt of each a duly executed Letter of Transmittal and such other documents as the escrows pursuant to Representative shall reasonably require, the terms holder of this Agreement, each such Shareholder Company Option shall be entitled to receive his, her in exchange therefor a check or its Pro Rata Share wire transfer in the amount equal to the Option Payment for each such Company Option. Any payment to be made by the Representative to the holders of the particular Escrow Amount distributed Company Options in respect of the Options shall be transmitted by the Representative to Shareholdersthe Surviving Entity so that such payments may be made through the Surviving Entity’s payroll system after withholding as provided in Section 2.8(e). (c) Promptly following the date that is twelve (12) months after the Effective Time, the Representative shall deliver to Parent all cash received pursuant to Section 2.9(a)(ii), (iii) and (iv), and any documents, in each case remaining in its possession relating to the Transactions, and, except as otherwise set forth in this Agreement, the Representative’s duties under this Section 2.13 shall terminate. The amounts so payable to a Thereafter, each holder of a Certificate(s) Company Stock Certificate or a Company Option shall be paid with a certificate look only to Parent for payment of the number of shares of MW Per Share Preferred Payment, Per Share Common Payment and/or Option Payment, as applicable, and may surrender such Company Stock having a value (based on the MW Common Stock Value and rounded down Certificate, if applicable, to the nearest whole shareSurviving Entity or Parent and (subject to applicable abandoned property, escheat and similar laws) equal receive in exchange therefor the Per Share Preferred Payment and/or Per Share Common Payment, as applicable, for each Company Share represented thereby or each Company Option, without any interest thereon. (d) If any Company Stock Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of, and agreeing to indemnify Parent with respect to, that fact by the amount so due plus cash person claiming such Company Stock Certificate to be lost, stolen or destroyed, the Representative (or if more than twelve (12) months after the Effective Time, Parent), shall issue in lieu of fractional shares and exchange for such lost, stolen or destroyed Company Stock Certificate, the payment deliverable in the amount of any unpaid respect thereof determined in accordance with this Article 2. (e) Except as required by law, no dividends or other distributions payable on such shares with respect to capital stock of MW Common Stock the Surviving Entity with a record date after the Effective Time. The Certificate(s) so surrendered Time shall be canceled. Until so surrendered, each Certificate paid to the holder of any unsurrendered Company Stock Certificate. (f) All cash paid in respect of the surrender for exchange of Company Shares in accordance with the terms hereof shall be deemeddeemed to be in full satisfaction of all rights pertaining to such Company Shares. If, after the Effective Time, Company Stock Certificates are presented to Parent for all corporate purposesany reason, to evidence only the right to receive the Merger Consideration deliverable they shall be canceled and exchanged as provided in respect thereof to which such Person is entitled pursuant to this Article 1. A Certificate surrendered will be registered in the name of the beneficial owner of said Certificate (as set forth in Schedule 2.2) in the event the voting trust to which such shareholder was a party is terminated prior to or at ClosingSection 2.13.

Surrender of Certificates. (a) At any time As soon as reasonably practicable after the Effective Time, the Paying Agent shall mail to each holder of record of a certificate or certificates that immediately prior to the Effective Time represented Shares (the "Certificates"), (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Paying Agent and shall be in a form and have such other provisions as Parent may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the Merger Consideration. Upon surrender of a Certificate for cancellation to the Purchaser of the Certificate(s) held Paying Agent or to such other agent or agents as may be appointed by any record holder of a CertificateParent, together with a duly executed such letter of transmittal in a form transmittal, duly executed, and such other documents as may reasonably acceptable to Purchaserbe required by the Paying Agent, the holder of such holder Certificate shall be entitled to receive in exchange for each share therefor the amount of Common Stock cash into which the Shares theretofore represented by such surrendered Certificate a Pro Rata Share of the Initial Distribution Amount to Shareholders. The "Initial Distribution Amount" shall be the Total Shareholder Consideration less the Escrow Amount delivered to the Escrow Agent have been converted pursuant to Section 1.5. Promptly upon termination of each of 3.01, and the escrows pursuant to the terms of this Agreement, each such Shareholder shall be entitled to receive his, her or its Pro Rata Share of the particular Escrow Amount distributed to Shareholders. The amounts so payable to a holder of a Certificate(s) shall be paid with a certificate for the number of shares of MW Common Stock having a value (based on the MW Common Stock Value and rounded down to the nearest whole share) equal to the amount so due plus cash in lieu of fractional shares and in the amount of any unpaid dividends or other distributions payable on such shares of MW Common Stock with a record date after the Effective Time. The Certificate(s) Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of Shares that is not registered in the transfer records of the Company, payment may be made to a person other than the person in whose name the Certificate so surrendered is registered, if such Certificate shall be properly endorsed or otherwise be in proper form for transfer and the person requesting such payment shall pay any transfer or other taxes required by reason of the payment to a person other than the registered holder of such Certificate or establish to the satisfaction of the Surviving Corporation that such tax has been paid or is not applicable. Until so surrenderedsurrendered as contemplated by this Section 3.02, each Certificate shall be deemed, for all corporate purposes, deemed at any time after the Effective Time to evidence represent only the right to receive upon such surrender the Merger Consideration deliverable in respect thereof to amount of cash, without interest, into which the Shares theretofore represented by such Person is entitled Certificate shall have been converted pursuant to this Article 1Section 3.01. A Certificate surrendered No interest will be registered in paid or will accrue on the name cash payable upon the surrender of the beneficial owner of said Certificate (as set forth in Schedule 2.2) in the event the voting trust to which such shareholder was a party is terminated prior to or at Closingany Certificate.

Surrender of Certificates. (ai) At As of the Effective Time, all shares of Company Capital Stock shall no longer be outstanding and shall automatically be cancelled and shall cease to exist, and each holder of a certificate that immediately prior to the Effective Time represented any time such shares of Company Capital Stock (each, a “Certificate”) shall cease to have any rights with respect thereto, except the right to receive, in all cases in accordance with and subject to the terms of this Agreement (including Section 1.4(a)(iii) below), the applicable portion of the Total Merger Consideration to be issued or paid, as applicable, in consideration therefor. No later than one Business Day prior to the Closing Date, the Company shall deliver written instruction to its transfer agent, eShares, Inc., d/b/a Carta, Inc. (“Carta”), with a copy to Acquirer, directing Carta to (A) cancel all Certificates, such cancellation to be effective as of the Effective Time, and (B) deliver to Acquirer, as promptly as practicable, but in no event later than one Business Day after the Effective Time upon surrender for Time, written confirmation of the cancellation of all Certificates. (ii) As soon as reasonably practicable after the Closing, to the Purchaser of the Certificate(s) held by any record holder of extent not previously delivered, Acquirer shall mail, or cause to be mailed, a Certificate, together with a duly executed letter of transmittal in customary form together with instructions for use thereof (including any applicable attachments thereto or other documentation required thereby, including a certification as to such holder’s status as an “accredited investor” as such term is defined in Rule 501 of Regulation D of the Securities Act, the “Letter of Transmittal”), Stockholder Agreement and Investor Representation Agreement to every holder of record of Company Capital Stock that was issued and outstanding immediately prior to the Effective Time. The Letter of Transmittal shall be in such form and have such other provisions as Acquirer may reasonably acceptable specify, including an agreement to Purchaserbe bound by the provisions of Article V and to release, solely in his, her or its capacity as a Company Stockholder, 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 and/or the Transactions. (iii) As soon as reasonably practicable after the date of delivery to Acquirer or its agent of a properly completed and duly executed Stockholder Agreement and either a Letter of Transmittal or, if an Accredited Investor, an Investor Representation Agreement, the holder of record of such holder Certificate shall be entitled to receive in exchange for each share the amount of shares of Acquirer Common Stock represented by that such surrendered Certificate holder has the right to receive pursuant to Section 1.3(a)(i) in respect of such Certificate, less a number of shares of Acquirer Common Stock equal to such Converting Holder’s Pro Rata Share of the Initial Distribution Amount Holdback Amount. (iv) Upon receipt of written confirmation of the effectiveness of the Merger from the Secretary of State of the State of Delaware, Acquirer will issue to Shareholders. The "Initial Distribution Amount" shall be each Converting Holder the Total Shareholder Consideration less the Escrow Amount delivered shares of Acquirer Common Stock issuable to the Escrow Agent such Converting Holder pursuant to Section 1.5. Promptly upon termination 1.3(a)(i), less a number of each shares of the escrows pursuant Acquirer Common Stock equal to the terms of this Agreement, each such Shareholder shall be entitled to receive his, her or its Converting Holder’s Pro Rata Share of the particular Escrow Amount distributed Holdback Amount, in each case other than in respect of Dissenting Shares to Shareholdersholders thereof. The amounts so payable deliveries and issuances required under this Section 1.4(a)(iv) are to a holder be made as promptly as practicable following the submission of a Certificate(s) shall be paid with a certificate for the number properly completed and duly executed Letter of shares of MW Common Stock having a value (based on the MW Common Stock Value and rounded down to the nearest whole share) equal to the amount so due plus cash in lieu of fractional shares and in the amount of any unpaid dividends or other distributions payable on Transmittal, Stockholder Agreement and, if an Accredited Investor, an Investor Representation Agreement by such shares of MW Common Stock with a record date after the Effective Time. The Certificate(s) so surrendered shall be canceled. Until so surrendered, each Certificate shall be deemed, for all corporate purposes, to evidence only the right to receive the Merger Consideration deliverable in respect thereof to which such Person is entitled pursuant to this Article 1. A Certificate surrendered will be registered in the name of the beneficial owner of said Certificate (as set forth in Schedule 2.2) in the event the voting trust to which such shareholder was a party is terminated prior to or at ClosingConverting Holder.

Surrender of Certificates. (a) At any time Promptly after the Effective Time upon surrender for cancellation Time, Parent shall deposit, or shall cause to be deposited, with Parent’s Corporate Secretary or a third party selected by Parent (the “Paying Agent”), cash sufficient to pay the cash consideration under Section 1.5(b) and (c). The cash amounts so deposited with the Paying Agent are referred to collectively as the “Payment Fund.” (b) As soon as reasonably practicable after the Effective Time, the Paying Agent shall mail to the Purchaser record holders of common stock and Series A Preferred Stock of Company (i) a letter of transmittal in customary form and containing such provisions as Parent may reasonably specify (including a provision confirming that delivery of stock certificates shall be effected, and risk of loss and title to stock certificates shall pass, only upon delivery of such stock certificates to the Certificate(sPaying Agent), and (ii) held by any record holder instructions for use in effecting the surrender of stock certificates in exchange for cash. Upon surrender to the Paying Agent of a Certificatestock certificate for common stock or Series A Preferred Stock of Company, together with a duly executed letter of transmittal in a form transmittal, and such other documents as may be reasonably acceptable to Purchaserrequired by the Paying Agent or Parent, (i) the holder of such holder stock certificate shall be entitled to receive in exchange for each share of Common Stock represented by therefor the cash consideration that such surrendered Certificate a Pro Rata Share of holder has the Initial Distribution Amount right to Shareholders. The "Initial Distribution Amount" shall be the Total Shareholder Consideration less the Escrow Amount delivered to the Escrow Agent pursuant to Section 1.5. Promptly upon termination of each of the escrows receive pursuant to the terms provisions of Section 1.5(b) or (c), and (ii) the stock certificate so surrendered shall be cancelled. Until surrendered as contemplated by this AgreementSection 1.7, each such Shareholder stock certificate shall be entitled to receive hisdeemed, her or its Pro Rata Share of the particular Escrow Amount distributed to Shareholders. The amounts so payable to a holder of a Certificate(s) shall be paid with a certificate for the number of shares of MW Common Stock having a value (based on the MW Common Stock Value from and rounded down to the nearest whole share) equal to the amount so due plus cash in lieu of fractional shares and in the amount of any unpaid dividends or other distributions payable on such shares of MW Common Stock with a record date after the Effective Time. The Certificate(s) so surrendered shall be canceled. Until so surrendered, each Certificate shall be deemed, for all corporate purposes, to evidence represent only the right to receive the Merger Consideration deliverable as contemplated by Section 1.5. If any stock certificate shall have been lost, stolen or destroyed, Parent may, in its discretion and as a condition precedent to the issuance of any Merger Consideration, require the owner of such lost, stolen or destroyed stock certificate to provide an 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 thereof to such stock certificate. In the event that any shares of common stock or preferred stock of Company to be exchanged hereunder secure any indebtedness owing to Company, the cash consideration to which the holder of such shares is entitled to receive shall be reduced by the amount of such indebtedness. In addition, at the request of an option holder electing to exercise options contemporaneous with the Effective Time, the cash consideration to which such Person holder is entitled to receive for the shares of common stock underlying such options shall be reduced by the amount of the exercise price of such options. (c) Any portion of the Payment Fund that remains undistributed to holders of stock certificates of Company as of the date 180 days after the Effective Time shall become the general funds of Parent. (d) The Paying Agent shall be entitled to deduct and withhold from any consideration payable or otherwise deliverable pursuant to this Article 1Plan of Merger to any holder or former holder of common stock or preferred stock of Company 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. A Certificate surrendered will To the extent such amounts are so deducted or withheld, such amounts shall be registered in treated for all purposes under this Plan of Merger as having been paid to the name Person to whom such amounts would otherwise have been paid. (e) Neither Parent nor the Surviving Corporation shall be liable to any holder or former holder of the beneficial owner common stock or preferred stock of said Certificate (as set forth in Schedule 2.2) in the event the voting trust Company or to which such shareholder was a party is terminated prior any other Person for any cash amounts delivered to any public official pursuant to any applicable abandoned property law, escheat law or at Closingsimilar Legal Requirement.