Common use of Surrender of Certificates Clause in Contracts

Surrender of Certificates. On the date of the Closing, the Purchaser will deliver to the exchange agent designated for the Merger (the "Exchange Agent") (i) certificates representing the number of shares of Purchaser Common Stock that will be required for delivery to the stockholders of the Company pursuant to the Merger, (ii) the appropriate amount of cash to be held in trust by the Exchange Agent and will take such further action as may be necessary in order that certificates for shares of Purchaser Common Stock and any fractional share cash consideration may be delivered to the stockholders of the Company. As promptly as practicable after the Closing, each holder of an outstanding certificate or certificates theretofore representing shares of Company Common Stock shall surrender the same to the Exchange Agent and such holder shall be entitled to receive in exchange therefor a certificate or certificates representing the number of whole shares of Purchaser Common Stock into which the shares of Company Common Stock were converted as a result of the Merger. Dividends or other distributions payable after the Closing to holders of record after such date in respect of such shares of Purchaser Common Stock resulting from the exchange of Company Common Stock shall not be paid to holders thereof until certificates are surrendered for exchange as aforesaid, but, upon surrender, there shall be paid to the holders of Purchaser Common Stock issued in exchange for Company Common Stock the amount of dividends or other distributions which shall have become payable to the Purchaser's stockholders of record after the date of the Closing, without interest.

Surrender of Certificates. On or after the date Effective Time, Acquiror shall instruct the Exchange Agent to mail or deliver to every holder of record of Company Capital Stock whose shares of Company Capital Stock were converted pursuant to Section 1.9 into the right to receive their applicable portion of the ClosingClosing Merger Consideration, the Purchaser will deliver to Non-Contingent Holdback Consideration and the exchange agent designated for the Post-Closing Merger Consideration (the "Exchange Agent") if any): (i) certificates representing a letter of transmittal in the number form attached hereto as Exhibit B (the “Letter of shares Transmittal”), which shall specify that delivery shall be effected, and risk of Purchaser Common Stock that will be required for delivery loss and title to the stockholders of the Company pursuant to the Merger, (ii) the appropriate amount of cash to be held in trust by the Exchange Agent and will take such further action as may be necessary in order that certificates for shares of Purchaser Common Stock and any fractional share cash consideration may be delivered to the stockholders of the Company. As promptly as practicable after the Closing, each holder of an outstanding certificate or certificates theretofore representing shares of Company Common Capital Stock shall surrender the same pass, only upon delivery to the Exchange Agent of the certificates evidencing ownership thereof (the “Certificates”) and shall contain the agreement and acknowledgment of the holder of such Certificates that such holder (A) approves this Agreement and all of the arrangements relating thereto, (B) approves the appointment of the Securityholders’ Representative Committee and (C) agrees to be bound by the indemnification provisions set forth herein in Article VIII, and (ii) instructions for effecting the surrender of the Certificates in exchange for the right to receive their applicable portion of the Closing Merger Consideration, the Non-Contingent Holdback Consideration and the Post-Closing Merger Consideration (if any), in accordance with Section 1.13 and Section 1.17. Upon surrender of Certificates for cancellation to the Exchange Agent, together with such Letter of Transmittal, duly completed and validly executed in accordance with the instructions thereto and such other documents as may reasonably be required by the Exchange Agent, the holder of record of such Certificates shall be entitled to receive in exchange therefor a certificate or certificates representing their applicable portion of the number of whole shares of Purchaser Common Stock into which Closing Merger Consideration, the shares Non-Contingent Holdback Consideration and the Post-Closing Merger Consideration (if any), in accordance with Section 1.13 and Section 1.17, for each share of Company Common Capital Stock were converted formerly represented by such Certificate and the Certificates so surrendered shall forthwith be cancelled. Until surrendered as a result contemplated by this Section 1.11, each Certificate shall be deemed from and after the Effective Time to represent only the right to receive their applicable portion of the Merger. Dividends or other distributions payable after Closing Merger Consideration, the Non-Contingent Holdback Consideration and the Post-Closing to holders of record after such date Merger Consideration (if any), in respect of such shares of Purchaser Common Stock resulting from the exchange accordance with Section 1.13 and Section 1.17, for each share of Company Common Capital Stock shall not be paid to holders thereof until certificates are surrendered for exchange as aforesaid, but, upon surrender, there shall be paid to the holders of Purchaser Common Stock issued in exchange for Company Common Stock the amount of dividends or other distributions which shall have become payable to the Purchaser's stockholders of record after the date of the Closing, without interestrepresented by such Certificate.

Surrender of Certificates. On As soon as practicable after the date of Effective Time but in no event later than five (5) business days following the ClosingEffective Time, the Computershare Investor Services LLP or such other firm selected by Purchaser will deliver and reasonably acceptable to the exchange agent designated for the Merger Company (the "Exchange Agent") ), pursuant to documentation reasonably acceptable to Purchaser and the Company consistent with the terms hereof, shall mail to each holder of record of a Certificate who did not previously submit a properly completed Election Form together with duly executed transmittal materials prior to the Election Deadline: (i) certificates representing the number a form letter of shares transmittal which shall specify that delivery shall be effected, and risk of Purchaser Common Stock that will be required for delivery loss and title to the stockholders Certificates shall pass, only upon delivery of the Company pursuant Certificates (or a lost certificate affidavit and bond in a form reasonably acceptable to the Merger, Exchange Agent) to the Exchange Agent; and (ii) instructions for use in effecting the appropriate amount of cash to be held in trust by the Exchange Agent and will take such further action as may be necessary in order that certificates for shares of Purchaser Common Stock and any fractional share cash consideration may be delivered to the stockholders surrender of the CompanyCertificates in exchange for the Merger Consideration (in the form or forms determined in accordance with the provisions of Section 1.5). As promptly as practicable after the Closing, each holder Upon surrender of an outstanding certificate or certificates theretofore representing shares of Company Common Stock shall surrender the same 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 therefor therefor, (i) a certificate or certificates representing evidencing the whole number of whole shares of Purchaser Common Stock into which the shares of Company Common Stock were Stock, theretofore represented by the Certificate so surrendered, shall have been converted as pursuant to the provisions of Section 1.5, if any, plus (ii) a result check for the aggregate amount of cash, without interest, which such holder would be entitled to receive pursuant to Section 1.5, if any, including any cash amount payable in lieu of fractional shares in accordance with Section 1.6(c). Certificates so surrendered shall be cancelled. Purchaser shall direct the Exchange Agent to make such deliveries within five (5) business days of the Mergerreceipt of all required documentation. Dividends or other distributions payable after the Closing to holders of record after such date in respect of such shares of If any Purchaser Common Stock resulting from the exchange to be exchanged for shares of Company Common Stock shall not is to be paid to holders thereof until certificates are delivered in a name other than that in which the Certificate surrendered for exchange as aforesaidis registered, butit shall be a condition to the exchange that the Certificate so surrendered shall be properly endorsed or otherwise in proper form for transfer, upon surrenderthat all signatures shall be guaranteed by a member firm of any national securities exchange in the United States or the National Association of Securities Dealers, Inc., or by a commercial bank or trust company or other financial institution acceptable to Purchaser having an office in the United States, and that the person requesting the payment shall either (a) pay to the Exchange Agent any transfer or other taxes required by reason of the payment to a person other than the registered holder of the Certificate surrendered, or (b) establish to the satisfaction of the Exchange Agent that such taxes have been paid or are not payable. From and after the Effective Time, there shall be paid no transfers on the stock transfer books of the Company of any shares of Company Common Stock outstanding immediately prior to the holders Effective Time and any such shares of Purchaser Company Common Stock issued presented to the Exchange Agent shall be cancelled in exchange for Company Common Stock the amount of dividends or other distributions which shall have become Merger Consideration payable to the Purchaser's stockholders of record after the date of the Closing, without interestwith respect thereto as provided in Section 1.5 above.

Surrender of Certificates. On the date of the Closing, the Purchaser will deliver to the exchange agent designated for the Merger (the "Exchange Agent") (i) certificates representing As soon as reasonably practicable after the number Closing Date, to the extent not previously delivered, Acquirer shall mail, or cause to be mailed, a letter of shares transmittal in customary form together with instructions for use thereof in substantially the form attached hereto as Exhibit J (the “Letter of Purchaser Common Transmittal”) to every holder of record of Company Capital Stock that will be required for delivery was issued and outstanding immediately prior to the stockholders Effective Time. The Letter of Transmittal shall specify delivery instructions for the certificates or instruments that immediately prior to the Effective Time represented issued and outstanding Company Capital Stock (the “Certificates”) and shall include an agreement to be bound by the provisions of Section 1.5 and Article VIII and agree to release the Company and the Surviving Corporation from any claims, rights, Liabilities and causes of action whatsoever based upon, relating to or arising out of the Company pursuant to Certificates, the Merger, Merger and/or the Transactions. (ii) the appropriate amount of cash to be held in trust by the Exchange Agent and will take such further action As soon as may be necessary in order that certificates for shares of Purchaser Common Stock and any fractional share cash consideration may be delivered to the stockholders of the Company. As promptly as reasonably practicable after the Closing, each holder Acquirer shall cause to be deposited with JPMorgan Chase, N.A. or other bank or trust company as Acquirer may choose in its discretion (the “Paying Agent”) the portion of an outstanding certificate or certificates theretofore representing the Merger Consideration payable to Company Stockholders pursuant to Section 1.3(a)(i) in respect of their shares of Company Common Stock shall surrender Capital Stock, subject to Section 1.3(a)(ii) and Section 1.4(c). (iii) As soon as reasonably practicable after the same date of delivery to the Exchange Paying Agent of a Certificate, together with a properly completed and duly executed Letter of Transmittal and any other documentation required thereby, (A) the holder of record of such holder Certificate shall be entitled to receive, subject to any Equity Agreement and Section 1.3(a)(ii), the amount of cash that such holder has the right to receive in exchange therefor a certificate or certificates representing the number of whole shares of Purchaser Common Stock into which the shares of Company Common Stock were converted as a result of the Merger. Dividends or other distributions payable after the Closing pursuant to holders of record after such date Section 1.3(a)(i) in respect of such shares Certificate, less such Indemnifying Holder’s Pro Rata Share of Purchaser Common Stock resulting the Indemnity Escrow Amount and the Expense Fund Amount and (B) such Certificate shall be cancelled. (iv) Upon receipt of written confirmation of the effectiveness of the Merger from the exchange Secretary of State of the State of Delaware, Acquirer will instruct the Paying Agent to pay, subject to any applicable Equity Agreement and Section 1.3(a)(ii), to each Company Common Stock shall not be paid Stockholder by check or wire transfer of same-day funds the aggregate amount of cash payable to such Indemnifying Holder pursuant to Section 1.3(a)(i), less such Indemnifying Holder’s Pro Rata Share of the Indemnity Escrow Amount and the Expense Fund Amount, other than in respect of Dissenting Shares to holders thereof until certificates are surrendered for exchange thereof, as aforesaidpromptly as practicable following the submission of a Certificate to the Paying Agent and a duly executed Letter of Transmittal by such Indemnifying Holder. (v) If any Certificate shall have been lost, butstolen or destroyed, upon surrenderthe making of an affidavit of that fact by the Person claiming such document to be lost, there shall stolen or destroyed and, if required by Acquirer or the Paying Agent, the payment of any reasonable fees and the posting by such Person of a bond in such reasonable amounts as Acquirer may direct as indemnity against any claim that may be paid made against it with respect to such document, the holders of Purchaser Common Stock issued Paying Agent will pay in exchange for Company Common Stock such lost, stolen or destroyed document the amount of dividends or other distributions which shall have become payable to the Purchaser's stockholders of record after the date applicable portion of the ClosingMerger Consideration payable pursuant to Section 1.3(a)(i) in respect of their shares of Company Capital Stock, without interestless the applicable portion of such Indemnifying Holder’s Pro Rata Share of the Indemnity Escrow Amount and the Expense Fund Amount.

Surrender of Certificates. On (a) At the date of the ClosingEffective Time, the Purchaser will deliver to the exchange agent designated for the Merger Parent shall deposit with American Stock Transfer & Trust Company, LLC (the "“Exchange Agent") ”): (i) certificates evidence of book-entry shares representing the number of shares of Purchaser Parent Common Stock that will be required for delivery to the stockholders of the Company issuable pursuant to the Merger, 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 appropriate amount of cash to be held in trust Exchange Agent, together with any dividends or distributions received by the Exchange Agent with respect to such shares, are referred to collectively as the “Exchange Fund.” (b) Promptly after the Effective Time, the Parties shall cause the Exchange Agent to mail to the Persons who were record holders of shares of Company Capital Stock that were converted into the right to receive the Merger Consideration: (i) a letter of transmittal in customary form and will take containing such further action provisions as Parent may reasonably specify (including a provision confirming that delivery of any Company Stock Certificates shall be necessary 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 order that certificates exchange for shares of Purchaser Parent Common Stock. Upon surrender of a Company Stock and any fractional share cash consideration may be delivered to the stockholders Certificate or other reasonable evidence of the Company. As promptly as practicable after the Closing, each holder ownership of an outstanding certificate or certificates theretofore representing shares of uncertificated Company Common Capital Stock shall surrender the same to the Exchange Agent for exchange, together with a duly executed letter of transmittal and such other documents as may be reasonably required by the Exchange Agent or Parent (including a properly completed IRS Form W-9 or the appropriate version of IRS Form W-8, as applicable): (A) the holder of such Company Capital Stock shall be entitled to receive in exchange therefor a certificate or certificates shares representing the Merger Consideration (in a number of whole shares of Purchaser 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 into which 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 1.7(b), each Company Stock Certificate shall be deemed, from and after the Effective Time, to represent only the right to receive shares of Company Parent Common Stock were converted 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 result 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 MergerCompany, 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. Dividends 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 Closing to holders of record after such date in respect of such shares of Purchaser Common Stock resulting from the exchange of Company Common Stock shall not be paid to holders thereof until certificates are surrendered for exchange as aforesaid, but, upon surrender, there Effective Time shall be paid to the holders holder of Purchaser any unsurrendered Company Stock Certificate with respect to the shares of Parent Common Stock issued that such holder has the right to receive in exchange for the Merger until such holder surrenders such Company Common Stock Certificate, together with a duly executed letter of transmittal and such other documents as may be reasonably required by the amount Exchange Agent or Parent, or provides an affidavit of dividends loss, theft or other distributions 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 have become payable be entitled, subject to the Purchaser's stockholders effect of record after the date of the Closingapplicable abandoned property, escheat or similar Laws, to receive all such dividends and distributions, without interest). (d) Any portion of the Exchange Fund that remains undistributed to holders of Company Capital Stock 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 1.7 shall thereafter look only to Parent for satisfaction of their claims for Parent Common Stock, cash in lieu of fractional shares of Parent Common Stock and any dividends or distributions with respect to shares of Parent Common Stock. (e) No Party 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 any applicable abandoned property Law, escheat Law or similar Law.

Surrender of Certificates. (a) On the date of the Closing, the Purchaser will deliver or prior to the Closing Date, Invitae and CombiMatrix shall agree upon and select a reputable bank, transfer agent or trust company to act as exchange agent designated for in the Merger (the "“Exchange Agent") ”). At the Effective Time, Invitae shall deposit with the Exchange Agent: (i) certificates the aggregate number of book-entry shares representing the Merger Consideration issuable to CombiMatrix stockholders pursuant to Section 1.5(a) and (ii) cash sufficient to make payments in lieu of fractional shares in accordance with Section 1.5(c). The book-entry shares of Invitae Common Stock and cash amounts so deposited with the Exchange Agent, together with any dividends or distributions received by the Exchange Agent with respect to such shares, are referred to collectively as the “Exchange Fund.” (b) At or before the Effective Time, CombiMatrix will deliver to Invitae a true, complete and accurate listing of all record holders of CombiMatrix Capital Stock at the Effective Time, including the number and class of shares of CombiMatrix Capital Stock held by such record holder, and the number of shares of Purchaser Invitae Common Stock that will be required for delivery such record holder is entitled to receive pursuant to Section 1.5. Promptly after the Effective Time, the Parties shall cause the Exchange Agent to mail to the stockholders Persons who were record holders of the Company pursuant CombiMatrix Stock Certificates immediately prior to the MergerEffective Time: (i) a letter of transmittal in customary form and containing such provisions as Invitae may reasonably specify (including a provision confirming that delivery of CombiMatrix Stock Certificates shall be effected, and risk of loss and title to CombiMatrix Stock Certificates shall pass, only upon delivery of such CombiMatrix Stock Certificates to the Exchange Agent); and (ii) instructions for effecting the appropriate amount surrender of cash CombiMatrix Stock Certificates in exchange for certificates representing Invitae Common Stock. Upon surrender of a CombiMatrix Stock Certificate to the Exchange Agent for exchange, together with a duly executed letter of transmittal and such other documents as may be held in trust reasonably required by the Exchange Agent and will take such further action as may be necessary in order that certificates for shares of Purchaser Common Stock and any fractional share cash consideration may be delivered to or Invitae: (A) the stockholders of the Company. As promptly as practicable after the Closing, each holder of an outstanding certificate or certificates theretofore representing shares of Company Common such CombiMatrix Stock shall surrender the same to the Exchange Agent and such holder Certificate shall be entitled to receive in exchange therefor a certificate or certificates representing the number of whole shares of Purchaser Invitae Common Stock into which that such holder has the right to receive pursuant to the provisions of Section 1.5(a) (and cash in lieu of any fractional share of Invitae Common Stock pursuant to the provisions of Section 1.5(c)); and (B) the CombiMatrix Stock Certificate so surrendered shall be canceled. Until surrendered as contemplated by this Section 1.8(b), each CombiMatrix Stock Certificate shall be deemed, from and after the Effective Time, to represent only the right to receive shares of Company Invitae Common Stock were converted (and cash in lieu of any fractional share of Invitae Common Stock). If any CombiMatrix Stock Certificate shall have been lost, stolen or destroyed, Invitae may, in its discretion and as a result condition precedent to the delivery of any shares of Invitae Common Stock, require the Merger. Dividends owner of such lost, stolen or destroyed CombiMatrix Stock Certificate to provide an applicable affidavit with respect to such CombiMatrix Stock Certificate and post a bond indemnifying Invitae against any claim suffered by Invitae related to the lost, stolen or destroyed CombiMatrix Stock Certificate or any Invitae Common Stock issued in exchange therefor as Invitae may reasonably request. (c) No dividends or other distributions payable declared or made with respect to Invitae Common Stock with a record date after the Closing to holders of record after such date in respect of such shares of Purchaser Common Stock resulting from the exchange of Company Common Stock shall not be paid to holders thereof until certificates are surrendered for exchange as aforesaid, but, upon surrender, there Effective Time shall be paid to the holders holder of Purchaser any unsurrendered CombiMatrix Stock Certificate with respect to the shares of Invitae Common Stock issued that such holder has the right to receive in exchange for Company Common the Merger until such holder surrenders such CombiMatrix Stock the amount Certificate or an affidavit of dividends loss or other distributions destruction in lieu thereof in accordance with this Section 1.8 (at which time such holder shall have become payable be entitled, subject to the Purchaser's stockholders effect of record after the date of the Closingapplicable 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 CombiMatrix Stock Certificates as of the date 180 days after the Closing Date shall be delivered to Invitae upon demand, and any holders of CombiMatrix Stock Certificates who have not theretofore surrendered their CombiMatrix Stock Certificates in accordance with this Section 1.8 shall thereafter look only to Invitae for satisfaction of their claims for Invitae Common Stock, cash in lieu of fractional shares of Invitae Common Stock and any dividends or distributions with respect to shares of Invitae Common Stock. (e) Each of the Exchange Agent, Invitae and the Surviving Corporation shall be entitled to deduct and withhold from any consideration deliverable pursuant to this Agreement such amounts as are required to be deducted or withheld from such consideration under the Code or under any other applicable Legal Requirement and shall be entitled to request any reasonably appropriate Tax forms, including Form W-9 (or the appropriate Form W-8, as applicable), from any recipient of payments hereunder. To the extent such amounts are so deducted or withheld, and remitted to the appropriate taxing authority, such amounts shall be treated for all purposes under this Agreement as having been paid to the Person to whom such amounts would otherwise have been paid. (f) No Party shall be liable to any holder of any CombiMatrix Stock Certificate or to any other Person with respect to any shares of Invitae Common Stock (or dividends or distributions with respect thereto) or for any cash amounts delivered to any public official pursuant to any applicable abandoned property law, escheat law or similar Legal Requirement.

Surrender of Certificates. On As soon as practicable after the date Effective Time but in no event later than five (5) business days following the Effective Time a firm selected by Bancorp and reasonably acceptable to FMS (the “Exchange Agent”), pursuant to documentation reasonably acceptable to Bancorp and FMS consistent with the terms hereof, shall mail to each holder of record of a Certificate who did not previously submit a properly completed Election Form together with duly executed transmittal materials prior to the Election Deadline: (i) a 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 Closing, the Purchaser will deliver Certificates (or a lost certificate affidavit and bond in a form reasonably acceptable to the Exchange Agent) to the Exchange Agent; and (ii) instructions for use in effecting the surrender of the Certificates in exchange agent designated for the Merger Consideration (in the "form or forms determined in accordance with the provisions of Section 2.5). Upon surrender of a Certificate for cancellation to the Exchange Agent") or a lost certificate affidavit and bond in a form reasonably acceptable to the Exchange Agent), together with such letter of transmittal, duly executed, the holder of such Certificate shall be entitled to receive, in exchange therfor, (i) certificates representing a certificate evidencing the whole number of shares of Purchaser Common Stock that will be required for delivery to the stockholders of the Company pursuant to the Merger, (ii) the appropriate amount of cash to be held in trust by the Exchange Agent and will take such further action as may be necessary in order that certificates for shares of Purchaser Common Stock and any fractional share cash consideration may be delivered to the stockholders of the Company. As promptly as practicable after the Closing, each holder of an outstanding certificate or certificates theretofore representing shares of Company Common Stock shall surrender the same to the Exchange Agent and such holder shall be entitled to receive in exchange therefor a certificate or certificates representing the number of whole shares of Purchaser Bancorp Common Stock into which the shares of Company FMS Common Stock were theretofore represented by the Certificate so surrendered, shall have been converted as pursuant to the provisions of Section 2.5, if any, plus (ii) a result check for the aggregate amount of cash, without interest, which such holder would be entitled to receive pursuant to Section 2.5, if any, including any cash amount payable in lieu of fractional shares in accordance with Section 2.6(c). Certificates so surrendered shall be cancelled. Bancorp shall direct the Exchange Agent to make such deliveries within five (5) business days of the Mergerreceipt of all required documentation. Dividends or other distributions payable after the Closing If any Bancorp Common Stock to holders of record after such date in respect of such be exchanged for shares of Purchaser FMS Common Stock resulting from is to be delivered in a name other than that in which the exchange of Company Common Stock shall not be paid to holders thereof until certificates are Certificate surrendered for exchange as aforesaidis registered, butit shall be a condition to the exchange that the Certificate so surrendered shall be properly endorsed or otherwise in proper form for transfer, upon surrenderthat 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 Bancorp having an office in the United States, and that the person requesting the payment shall either (a) pay to the Exchange Agent any transfer or other taxes required by reason of the payment to a person other than the registered holder of the Certificate surrendered, or (b) establish to the satisfaction of the Exchange Agent that such taxes have been paid or are not payable. From and after the Effective Time, there shall be paid no transfers on the stock transfer books of FMS of any shares of FMS Common Stock outstanding immediately prior to the holders Effective Time and any such shares of Purchaser FMS Common Stock issued presented to the Exchange Agent shall be cancelled in exchange for Company Common Stock the amount of dividends or other distributions which shall have become Merger Consideration payable to the Purchaser's stockholders of record after the date of the Closing, without interestwith respect thereto as provided in Section 2.5 above.

Surrender of Certificates. (a) On the date of the Closing, the Purchaser will deliver or prior to the exchange Closing Date, Parent shall select a reputable bank or trust company to act as payment agent designated for in the Merger (the "Exchange “Payment Agent"”). Within one business day after the Effective Time, subject to Parent’s right under the Settlement Agreement to withhold and deduct the sums that may be owed to Parent by the Specified Individuals pursuant to the Settlement Agreement, Parent shall deposit with the 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) Within five business days after the Effective Time, the Payment Agent will mail to the Persons who were record holders of Company Stock Certificates immediately prior to the Effective Time: (i) certificates representing a letter of transmittal in customary form containing such provisions as Parent or the number Payment Agent may reasonably specify (including a provision confirming that delivery of shares Company Stock Certificates shall be effected, and risk of Purchaser Common loss and title to Company Stock that will be required for Certificates shall pass, only upon delivery of such Company Stock Certificates to the stockholders Payment Agent); and (ii) instructions for use in effecting the surrender of Company Stock Certificates in exchange for Merger Consideration. Upon surrender of a Company Stock Certificate to the Company Payment Agent for exchange, together with a duly executed letter of transmittal and such other documents as may be reasonably required by the Payment Agent or Parent: (A) subject to Parent’s right under the Settlement Agreement to withhold and deduct the sums that may be owed to Parent by the Specified Individuals pursuant to the MergerSettlement Agreement, (ii) the appropriate amount of cash to be held in trust by the Exchange Agent and will take such further action as may be necessary in order that certificates for shares of Purchaser Common Stock and any fractional share cash consideration may be delivered to the stockholders of the Company. As promptly as practicable after the Closing, each holder of an outstanding certificate or certificates theretofore representing shares of such Company Common Stock shall surrender the same to the Exchange Agent and such holder Certificate shall be entitled to receive in exchange therefor the dollar amount that such holder has the right to receive pursuant to the provisions of Section 1.5; and (B) the 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 Merger Consideration as contemplated by Section 1.5. If any Company Stock Certificate shall have been lost, stolen or destroyed, Parent or the Payment Agent may, in its discretion and as a certificate or certificates representing condition precedent to the number payment of whole shares of Purchaser Common Stock into which any Merger Consideration with respect to the shares of Company Common Stock were converted 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 a result Parent or the Payment Agent may reasonably direct) as indemnity against any claim that may be made against the Payment Agent, Parent or the Surviving Corporation with respect to such Company Stock Certificate. (c) Any portion of the Merger. Dividends or other distributions payable Payment Fund that remains undistributed to holders of Company Stock Certificates as of the date one year after the Closing Date shall be delivered to Parent upon demand, and any holders of record after such date Company Stock Certificates who have not theretofore surrendered their Company Stock Certificates in respect accordance with this Section 1.7 shall thereafter look only to Parent for satisfaction of such shares their claims for Merger Consideration. (d) Each of Purchaser Common 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 resulting from the exchange Certificate (in his or her capacity as a holder of Company Common Stock shall not Stock) such amounts as are required to be paid to holders thereof until certificates deducted or withheld from such consideration under the Code or any provision of state, local or foreign tax law or under any other applicable Legal Requirement. To the extent such amounts are surrendered for exchange as aforesaidso deducted or withheld, but, upon surrender, there such amounts shall be treated for all purposes under this Agreement as having been paid to the holders Person to whom such amounts would otherwise have been paid. (e) Neither Parent nor the Surviving Corporation shall be liable to any holder of Purchaser Common any Company Stock issued in exchange for Company Common Stock the amount of dividends Certificate or to any other distributions which shall have become payable Person with respect to the Purchaser's stockholders of record after the date of the Closingany Merger Consideration delivered to any public official pursuant to any applicable abandoned property law, without interestescheat law or similar Legal Requirement.

Surrender of Certificates. On (a) Cerner, CITATION and Merger Sub hereby appoint the date of the Closing, the Purchaser will deliver Exchange Agent to act as the exchange agent designated for the Merger (the "Exchange Agent") (i) certificates representing the number of shares of Purchaser Common Stock that will be required for delivery to the stockholders of the Company pursuant to in connection with the Merger. Except as otherwise provided in this Article II, (ii) the appropriate amount of cash to be held in trust by the Exchange Agent from and will take such further action as may be necessary in order that certificates for shares of Purchaser Common Stock and any fractional share cash consideration may be delivered to the stockholders of the Company. As promptly as practicable after the ClosingEffective Time, each holder of an a certificate that immediately prior to the Effective Time represented outstanding certificate or certificates theretofore representing shares of Company Common Stock shall surrender (collectively, the same to the Exchange Agent and such holder "Certificates") shall be entitled to receive in exchange therefor therefor, upon surrender thereof to the Exchange Agent, (i) a certificate or certificates representing the number of whole shares of Purchaser Cerner Common Stock into which such holder's shares were converted in the Merger pursuant to Section 2.1(e)(i)(A) and (ii) cash in an amount equal to the cash consideration to which such holder is entitled to receive pursuant to Section 2.1(e)(i)(B). Prior to the Effective Time, the Surviving Corporation will deliver to the Exchange Agent, in trust for the benefit of the holders of Common Stock and Cerner Common Stock, (i) certificates representing all of the shares of Company Cerner Common Stock were converted as to be issued in connection with the Merger pursuant to Section 2.1(e)(i)(A), (ii) cash in an amount sufficient for payment in lieu of fractional shares necessary to make the exchanges contemplated by this Article II on a result timely basis, and (iii) cash in an amount equal to the cash portion of the Merger. Dividends or other distributions payable after the Closing Merger Consideration pursuant to holders of record after such date in respect of Section 2.1(e)(i)(B) (such shares of Purchaser Cerner Common Stock resulting from and cash together with any dividends or distributions with respect thereto, being hereinafter referred to as the exchange "Exchange Fund"). (b) Promptly after the Effective Time, the Exchange Agent shall mail to each record holder of Company Common Stock as of the Effective Time, a letter of transmittal (which shall not specify that delivery shall be paid effected, and risk of loss and title to holders thereof Certificates shall pass, only upon proper delivery of the Certificates to the Exchange Agent) and instructions for use in effecting the surrender of Certificates in exchange for the Merger Consideration. Upon surrender to the Exchange Agent of a Certificate, together with such letter of transmittal duly executed, and any other required documents, the holder of such Certificate shall be entitled to receive in exchange therefor, certificates representing shares of Cerner Common Stock as set forth in this Article II and the cash portion of the Merger Consideration, and such Certificate shall forthwith be canceled. No holder of a Certificate or Certificates shall be entitled to receive any dividend or other distribution from Cerner until the surrender of such holder's Certificate for a certificate or certificates are surrendered for exchange as aforesaid, but, upon representing shares of Cerner Common Stock. Upon such surrender, there shall be paid to the holders of Purchaser Common Stock issued in exchange for Company Common Stock holder the amount of any dividends or other distributions which shall have become (without interest) that theretofore became payable with record dates after the Effective Time, but that were not paid by reason of the foregoing, with respect to the Purchaser's stockholders number of record whole shares of Cerner Common Stock represented by the 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 is to be made to a person other than the person in whose name the Certificate surrendered is registered or if any certificate for shares of Cerner Common Stock as the case may be, is to be issued in a name other than that in which the Certificate surrendered therefor is registered, it shall be a condition of such delivery or issuance that the Certificate so surrendered shall be properly endorsed or otherwise in proper form for transfer and 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 Certificate surrendered or establish to the 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 Certificate shall represent for all purposes only the right to receive shares of Cerner Common Stock (and cash in lieu of fractional shares) and the cash portion of the Merger Consideration as provided in this Article II without any interest thereon. (c) After the Effective Time, there shall be no transfers on the stock transfer books of the Surviving Corporation of the shares of Common Stock that were outstanding prior to the Effective Time. If, after the date Effective Time, 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. (d) Any portion of the ClosingExchange Fund made available to the Exchange Agent which remains undistributed to the former shareholders of CITATION for one year after the Effective Time shall be delivered to the Surviving Corporation, without interestupon demand, and any shareholders of CITATION 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. (e) None of CITATION, Cerner, or the Surviving Corporation shall be liable to any holder of shares of Common Stock for the Merger Consideration (or dividends or distributions with respect thereto) delivered to a public official pursuant to any applicable abandoned property, escheat or similar law. Any amounts remaining unclaimed by holders of any such shares two years after the Effective Time (or such earlier date immediately prior to such time as such amounts would otherwise escheat to or become property of any Governmental Entity) shall, to the extent permitted by applicable law, become the property of the Surviving Corporation free and clear of any claims or interest of any such holders or their successors, assigns or personal representatives previously entitled thereto.

Surrender of Certificates. On The Corporation shall notify in writing all holders of record of shares of Preferred Stock of the Optional Conversion Time and the place designated for optional conversion of shares of Preferred Stock pursuant to Section 3.1. 1. If the Corporation obtains knowledge that a Public Offering or a Deemed Liquidation Event is proposed to occur, the Corporation shall give prompt written notice of such event describing in reasonable detail the material terms and date of the Closingconsummation thereof to each holder of Preferred Stock, the Purchaser will deliver but in any event such notice shall not be given no later than five days prior to the exchange agent occurrence of such Public Offering or Deemed Liquidation Event. Upon receipt of the notice, each holder of shares of Preferred Stock electing to convert all or any portion of such holder’s Preferred Stock shall surrender such holder’s certificate or certificates for all such shares being converted (or, if such holder alleges that such certificate has been lost, stolen or destroyed, a lost certificate affidavit and agreement reasonably acceptable to the Corporation to indemnify the Corporation against any claim that may be made against the Corporation on account of the alleged loss, theft or destruction of such certificate) to the Corporation at the place designated in such notice, and shall thereafter receive certificates for the Merger (the "Exchange Agent") (i) certificates representing the number of shares of Purchaser Common Stock that will to which such holder is entitled pursuant to this Section 3. If so required by the Corporation, certificates surrendered for conversion shall be required for delivery endorsed or accompanied by written instrument or instruments of transfer, in form reasonably satisfactory to the stockholders Corporation, duly executed by the registered holder or such holder’s attorney duly authorized in writing. Other than the rights to dividend payments set forth in Section 3.3.2 below, all rights with respect to the Preferred Stock converted pursuant to Section 3.1.1, including the rights, if any, to receive notices and vote (other than as a holder of Common Stock), will terminate at the Optional Conversion Time (notwithstanding the failure of the Company holder or holders thereof to surrender the certificates at or prior to such time), except only the rights of [*] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to the Merger, (ii) the appropriate amount of cash to be held in trust by the Exchange Agent and will take such further action as may be necessary in order that certificates for shares of Purchaser Common Stock and any fractional share cash consideration may be delivered to the stockholders Rule 406 of the Company. As promptly Securities Act of 1933, as practicable after the Closing, each holder of an outstanding certificate or certificates theretofore representing shares of Company Common Stock shall surrender the same to the Exchange Agent and such holder shall be entitled to receive in exchange therefor a certificate or certificates representing the number of whole shares of Purchaser Common Stock into which the shares of Company Common Stock were converted as a result of the Merger. Dividends or other distributions payable after the Closing to holders of record after such date in respect of such shares of Purchaser Common Stock resulting from the exchange of Company Common Stock shall not be paid to holders thereof until certificates are surrendered for exchange as aforesaid, but, upon surrender, there shall be paid to the holders of Purchaser Common Stock issued in exchange for Company Common Stock the amount of dividends or other distributions which shall have become payable to the Purchaser's stockholders of record after the date of the Closing, without interestamended.

Surrender of Certificates. On the date of the Closing, the Purchaser will deliver (a) Prior to the exchange Effective Time, Parent shall designate a bank or trust company located in the United States to act as paying agent designated for the Merger (the "Exchange Paying Agent") (i) certificates representing for purposes of making the number of shares of Purchaser Common Stock that will be required for delivery to the stockholders of the Company pursuant to the Merger, (ii) the appropriate amount of cash to be held in trust by the Exchange Agent and will take such further action as may be necessary in order that certificates for shares of Purchaser Common Stock and any fractional share cash consideration may be delivered to the stockholders of the Companypayments contemplated hereby. As promptly soon as practicable after the ClosingEffective Time, Parent shall cause the Paying Agent to mail and/or make available to each holder of an outstanding a certificate theretofore evidencing shares of Common Stock (other than those which are held by any 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 theretofore representing shares of Company which immediately prior to the Effective Time 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 Paying Agent of such Certificates, together with a letter of transmittal, duly executed and completed in accordance with the instructions thereon, and any other items specified by the letter of transmittal, the Paying Agent shall promptly pay to the Person (as defined in Section 7.14 hereof) entitled thereto the Merger Consideration deliverable in respect thereof. Until so surrendered, each Certificate shall be deemed, for all corporate purposes, to evidence only the right to receive upon such surrender the same Merger Consideration deliverable in respect thereof to the Exchange Agent and which such holder Person is entitled pursuant to this Article II. No interest shall be entitled to receive in exchange therefor a certificate paid or certificates representing the number of whole shares of Purchaser Common Stock into which the shares of Company Common Stock were converted as a result of the Merger. Dividends or other distributions payable after the Closing to holders of record after such date accrued in respect of such shares 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 in exchange therefor are registered, it shall be a condition to the payment of Purchaser Common Stock resulting from the exchange 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 Company Common Stock the foregoing or establish to the satisfaction of the Paying Agent that such taxes have been paid or are not required to be paid. (c) In the event any Certificate shall not be paid to holders thereof until certificates are surrendered for exchange as aforesaidhave been lost, butstolen or destroyed, upon surrenderthe making of an affidavit of that fact by the Person claiming such Certificate to be lost, there shall be paid to stolen or destroyed, the holders of Purchaser Common Stock issued Paying Agent will issue in exchange for Company Common Stock such lost, stolen or destroyed Certificate the amount of dividends or other distributions which shall have become payable Merger Consideration deliverable in respect thereof as determined in accordance with this Article II, provided that, the Person to whom the Merger Consideration is paid shall, as a condition precedent to the Purchaser's stockholders of record after payment thereof, give the date of Surviving Corporation a bond in such sum as it may direct or otherwise indemnify the Closing, without interest.Surviving Corporation in a manner satisfactory

Surrender of Certificates. On (a) Prior to the date Effective Time, Buyer 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") 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, Buyer 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 those that are held (i) by any wholly-owned Subsidiary of the Closing, Company or in the Purchaser will deliver treasury of the Company or (ii) directly or indirectly by Buyer or any direct or indirect Subsidiary of Buyer (including Acquisition)) (the "Certificates") a notice and letter of transmittal in customary form advising such record holder of the effectiveness of the Merger and the procedure for surrendering to the Paying Agent such Certificate or Certificates which immediately prior to the Effective Time represented outstanding Common Stock in exchange agent designated for the Merger (Consideration deliverable in respect thereof pursuant to this Article III. Upon the "Exchange Agent") (i) certificates representing surrender for cancellation to the Paying Agent of such Certificates, together with a letter of transmittal, duly executed and completed in accordance with the instructions thereon, and any other items specified by the letter of transmittal, the Paying Agent shall promptly pay to the Person entitled thereto the product of the Merger Consideration and the number of shares of Purchaser Common Stock that will represented by such Certificates. Until so surrendered, each Certificate shall be required deemed, for delivery all corporate purposes, to evidence only the stockholders of right to receive upon such surrender the Company Merger Consideration deliverable in respect thereof to which such Person is entitled pursuant to the Merger, (ii) the appropriate amount of cash to be held in trust by the Exchange Agent and will take such further action as may be necessary in order that certificates for shares of Purchaser Common Stock and any fractional share cash consideration may be delivered to the stockholders of the Companythis Article III. As promptly as practicable after the Closing, each holder of an outstanding certificate or certificates theretofore representing shares of Company Common Stock shall surrender the same to the Exchange Agent and such holder No interest shall be entitled to receive in exchange therefor a certificate paid or certificates representing the number of whole shares of Purchaser Common Stock into which the shares of Company Common Stock were converted as a result of the Merger. Dividends or other distributions payable after the Closing to holders of record after such date accrued in respect of such shares 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 in exchange therefor are registered, it shall be a condition to the payment of Purchaser Common Stock resulting from the exchange 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 Company Common Stock the foregoing or establish to the satisfaction of the Paying Agent that such taxes have been paid or are not required to be paid. (c) In the event any Certificate shall not be paid to holders thereof until certificates are surrendered for exchange as aforesaidhave been lost, butstolen or destroyed, upon surrenderthe making of an affidavit of that fact by the Person claiming such Certificate to be lost, there stolen or destroyed, the Paying Agent shall be paid to the holders of Purchaser Common Stock issued issue in exchange for Company Common Stock such lost, stolen or destroyed Certificate the amount of dividends or other distributions which shall have become payable Merger Consideration deliverable in respect thereof as determined in accordance with this Article III; provided, that the Person to whom the Merger Consideration is paid shall, as a condition precedent to the Purchaser's stockholders of record after payment thereof, give the date of Surviving Corporation a bond in such sum as it may direct or otherwise indemnify the ClosingSurviving 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, without intereststolen or destroyed.

Surrender of Certificates. (a) On the date of the Closing, the Purchaser will deliver or prior to the Closing Date, Tigris and Potomac shall agree upon and select a reputable bank, transfer agent or trust company to act as exchange agent designated for in the Merger (the "“Exchange Agent") ”). At the Effective Time, Tigris shall deposit with the Exchange Agent: (i) certificates representing the shares of Tigris Common Stock issuable pursuant to Section 1.5(a) and (ii) cash sufficient to make payments in lieu of fractional shares in accordance with Section 1.5(c). The shares of Tigris Common Stock and cash amounts so deposited with the Exchange Agent, together with any dividends or distributions received by the Exchange Agent with respect to such shares, are referred to collectively as the “Exchange Fund.” (b) At or before the Effective Time, Potomac will deliver to Tigris a true, complete and accurate listing of all record holders of Potomac Stock Certificates at the Effective Time, including the number and class of shares of Potomac’s capital stock held by such record holder, and the number of shares of Purchaser Tigris Common Stock that will be required for delivery such holder is entitled to receive pursuant to Section 1.5. Promptly after the Effective Time, the Parties shall cause the Exchange Agent to mail to the stockholders Persons who were record holders of the Company pursuant Potomac Stock Certificates immediately prior to the MergerEffective Time: (i) a letter of transmittal in customary form and containing such provisions as Tigris may reasonably specify (including a provision confirming that delivery of Potomac Stock Certificates shall be effected, and risk of loss and title to Potomac Stock Certificates shall pass, only upon delivery of such Potomac Stock Certificates to the Exchange Agent); and (ii) instructions for effecting the appropriate amount surrender of cash Potomac Stock Certificates in exchange for certificates representing Tigris Common Stock. Upon surrender of a Potomac Stock Certificate to the Exchange Agent for exchange, together with a duly executed letter of transmittal and such other documents as may be held in trust reasonably required by the Exchange Agent and will take such further action as may be necessary in order that certificates for shares of Purchaser Common Stock and any fractional share cash consideration may be delivered to or Tigris: (A) the stockholders of the Company. As promptly as practicable after the Closing, each holder of an outstanding certificate or certificates theretofore representing shares of Company Common such Potomac Stock shall surrender the same to the Exchange Agent and such holder Certificate shall be entitled to receive in exchange therefor a certificate or certificates representing the number of whole shares of Purchaser Tigris Common Stock into which that such holder has the right to receive pursuant to the provisions of Section 1.5(a) (and cash in lieu of any fractional share of Tigris Common Stock pursuant to the provisions of Section 1.5(c)); and (B) the Potomac Stock Certificate so surrendered shall be canceled. Until surrendered as contemplated by this Section 1.8(b), each Potomac Stock Certificate shall be deemed, from and after the Effective Time, to represent only the right to receive shares of Company Tigris Common Stock were converted (and cash in lieu of any fractional share of Tigris Common Stock). If any Potomac Stock Certificate shall have been lost, stolen or destroyed, Tigris may, in its discretion and as a result condition precedent to the delivery of any shares of Tigris Common Stock, require the Merger. Dividends owner of such lost, stolen or destroyed Potomac Stock Certificate to provide an applicable affidavit with respect to such Potomac Stock Certificate and post a bond indemnifying Tigris against any claim suffered by Tigris related to the lost, stolen or destroyed Potomac Stock Certificate or any Tigris Common Stock issued in exchange therefor as Tigris may reasonably request. (c) No dividends or other distributions payable declared or made with respect to Tigris Common Stock with a record date after the Closing to holders of record after such date in respect of such shares of Purchaser Common Stock resulting from the exchange of Company Common Stock shall not be paid to holders thereof until certificates are surrendered for exchange as aforesaid, but, upon surrender, there Effective Time shall be paid to the holders holder of Purchaser any unsurrendered Potomac Stock Certificate with respect to the shares of Tigris Common Stock issued that such holder has the right to receive in exchange for Company Common the Merger until such holder surrenders such Potomac Stock the amount Certificate or an affidavit of dividends loss or other distributions destruction in lieu thereof in accordance with this Section 1.8 (at which time such holder shall have become payable be entitled, subject to the Purchaser's stockholders effect of record after the date of the Closingapplicable 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 Potomac Stock Certificates as of the date 180 days after the Closing Date shall be delivered to Tigris upon demand, and any holders of Potomac Stock Certificates who have not theretofore surrendered their Potomac Stock Certificates in accordance with this Section 1.8 shall thereafter look only to Tigris for satisfaction of their claims for Tigris Common Stock, cash in lieu of fractional shares of Tigris Common Stock and any dividends or distributions with respect to shares of Tigris Common Stock. (e) Each of the Exchange Agent, Tigris and the Surviving Corporation shall be entitled to deduct and withhold from any consideration deliverable pursuant to this Agreement to any holder of any Potomac Stock Certificate such amounts as are required to be deducted or withheld from such consideration under the Code or under any other applicable Legal Requirement and shall be entitled to request any reasonably appropriate Tax forms, including Form W-9 (or the appropriate Form W-8, as applicable) from any recipient of payments hereunder. To the extent such amounts are so deducted or withheld, and remitted to the appropriate taxing authority, such amounts shall be treated for all purposes under this Agreement as having been paid to the Person to whom such amounts would otherwise have been paid. (f) No party to this Agreement shall be liable to any holder of any Potomac Stock Certificate or to any other Person with respect to any shares of Tigris 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 Legal Requirement.

Surrender of Certificates. On the date of the Closing, the Purchaser will deliver (a) Buyer shall appoint a reputable institution to the serve as exchange agent designated for the Merger (the "Exchange Agent") (i) certificates representing the number of shares of Purchaser Common Stock that will be required for delivery to the stockholders of the Company pursuant to in the Merger, . (iib) the appropriate amount of cash to be held in trust by the Exchange Agent and will take such further action as may be necessary in order that certificates for shares of Purchaser Common Stock and any fractional share cash consideration may be delivered to the stockholders of the Company. As promptly as practicable Within three (3) business days after the ClosingEffective Time, each holder of an outstanding certificate or certificates theretofore representing shares of Company Common Stock Buyer shall surrender the same make available to the Exchange Agent and for exchange in accordance with this Article I the shares of Buyer Common Stock issuable pursuant to Section 1.8.1 in exchange for all the outstanding shares of Company Capital Stock; provided, however, that on behalf of the Stockholders, pursuant to Section 7.2 hereof, Buyer shall deposit into an escrow account 100,000 of the shares of Buyer Common Stock otherwise issuable to the Stockholders pursuant to Section 1.8.1 (the "Escrow Amount"). The portion of the Escrow Amount contributed on behalf of each Stockholder shall be in proportion to the aggregate number of shares which such holder shall Stockholder would otherwise be entitled to receive in the Merger by virtue of ownership of outstanding shares of Company Capital Stock unless so otherwise agreed by certain Stockholders. (c) On the Closing Date or promptly thereafter, the Stockholders will surrender the certificates representing their Company Capital Stock (the "Certificates") to the Exchange Agent for cancellation together with a letter of transmittal in such form and having such provisions as Buyer may reasonably request. Buyer shall provide such letter of transmittal to the Stockholders on the Closing Date or as promptly thereafter as practicable. Upon surrender of a Certificate for cancellation to the Exchange Agent, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, the Exchange Agent will promptly deliver to the holder of such Certificate in exchange therefor a certificate or certificates representing the number of whole shares of Purchaser Buyer Common Stock (less the number of shares of Buyer Common Stock to be deposited in the Escrow Fund on such holder's behalf pursuant to Section 1.8.7(b) and Article VII) to which such Stockholder is entitled pursuant to Section 1.8.1, and the Certificate so surrendered shall forthwith be canceled. Until so surrendered, each outstanding Certificate that, prior to the Effective Time, represented shares of Company Capital Stock will be deemed from and after the Effective Time, for all corporate purposes, other than the payment of dividends, to evidence only the right to receive the number of full shares of Buyer Common Stock into which such shares of Company Capital Stock shall have been converted pursuant to this Article I (except as may otherwise be provided under the DGCL with respect to Dissenting Shares), together with any cash in lieu of fractional shares. As soon as practicable after the Effective Time, and subject to and in accordance with the provisions of Article VII hereof, Buyer shall cause to be distributed to the Escrow Agent (as defined in Article VII) a certificate or certificates representing that number of shares of Buyer Common Stock equal to the Escrow Amount, which shall be registered in the name of the Escrow Agent. Such shares shall be beneficially owned by the holder on whose behalf such shares were deposited in the Escrow Fund and shall be available to compensate Buyer as provided in Article VII. (d) No dividends or other distributions declared or made after the Effective Time with respect to Buyer Common Stock with a record date after the Effective Time will be paid to any holder of any unsurrendered Certificate with respect to the shares of Company Buyer Common Stock were converted as a result of represented thereby until the Merger. Dividends or other distributions payable after the Closing to holders holder of record after such date in respect of such shares Certificate shall surrender such Certificate. Subject to applicable law, following surrender of Purchaser Common Stock resulting from the exchange of Company Common Stock shall not be paid to holders thereof until certificates are surrendered for exchange as aforesaid, but, upon surrenderany such Certificate, there shall be paid to the holders record holder of Purchaser the certificates representing whole shares of Buyer Common Stock issued in exchange for Company Common Stock therefor, without interest, at the time of such surrender, the amount of dividends or other distributions with a record date after the Effective Time theretofore paid with respect to such whole shares of Buyer Common Stock. (e) If any certificate for shares of Buyer Common Stock is to be issued in a name other than that in which the certificate surrendered in exchange therefor is registered, it will be a condition to the issuance thereof that the certificate so surrendered will be properly endorsed and otherwise in proper form for transfer and that the person requesting such exchange will have paid to Buyer or any agent designated by it any transfer or other taxes required by reason of the issuance of a certificate for shares of Buyer Common Stock in any name other than that of the registered holder of the certificate surrendered, or established to the satisfaction of Buyer or any agent designated by it that such tax has been paid or is not payable. (f) In the event any certificates evidencing shares of Company Capital Stock shall have become payable been lost, stolen or destroyed, the Exchange Agent shall issue in exchange for such lost, stolen or destroyed certificates, upon the making of an affidavit of that fact by the holder thereof, the number of shares of Buyer Common Stock, if any, as may be required pursuant to Section 1.8.1; provided, however, that Buyer may, in its discretion and as a condition precedent to the Purchaser's stockholders issuance thereof, require the owner of record such lost, stolen or destroyed certificates to deliver a bond in such sum as it may reasonably direct against any claim that may be made against Buyer or the Exchange Agent with respect to the certificates alleged to have been lost, stolen or destroyed. (g) Notwithstanding anything to the contrary in this Section 1.8, none of the Exchange Agent, the Surviving Corporation or any party hereto shall be liable to a holder of shares of Buyer Common Stock or Company Capital Stock for any amount properly paid to a public official pursuant to any applicable abandoned property, escheat or similar law. (h) All shares of Buyer Common Stock issued upon the surrender for exchange of shares of Company Capital Stock in accordance with the terms hereof shall be deemed to be issued in full satisfaction of all rights pertaining to such shares of Company Capital Stock, and there shall be no further registration of transfers on the records of the Surviving Corporation of shares of Company Capital Stock that were outstanding immediately prior to the Effective Time. If, after the date Effective Time, Certificates are presented to the Surviving Corporation for any reason, they shall be canceled and exchanged as provided in this Article I. (i) Dissenting Shares, if any, after payments of fair value in respect thereto have been made to dissenting Stockholders of the ClosingCompany pursuant to the DGCL and this Article I, without interestshall be canceled.

Surrender of Certificates. On Before any holder of Preferred Shares shall be entitled for redemption under the date provisions of this Section 6, such holder shall surrender its, his or her certificate or certificates representing such Preferred Shares to be redeemed to the Company in the manner and at the place designated by the Company for that purpose, and the Redemption Price shall be payable on the Redemption Date to the order of the Closing, Person whose name appears on the Purchaser will deliver to the exchange agent designated for the Merger (the "Exchange Agent") (i) certificates representing the number register of shares of Purchaser Common Stock that will be required for delivery to the stockholders members of the Company pursuant as the owner of such shares and each such certificate shall be cancelled on the Redemption Date. In the event less than all the shares represented by any such certificate are redeemed, a new certificate shall be promptly issued representing the unredeemed shares. Unless there has been a default in payment of the applicable Redemption Price, upon cancellation of the certificate representing such Preferred Shares to be redeemed, all dividends on such Preferred Shares designated for redemption on the relevant Redemption Date shall cease to accrue and all rights of the holders thereof, except the right to receive the Redemption Price thereof (including all accrued and unpaid dividend up to the Mergerrelevant redemption date), (ii) the appropriate amount of cash shall cease and terminate and such Preferred Shares shall cease to be held in trust by the Exchange Agent and will take such further action as may be necessary in order that certificates for issued shares of Purchaser Common Stock and any fractional share cash consideration may be delivered to the stockholders of the Company. As promptly as practicable after If the ClosingCompany fails to redeem any Preferred Shares for which redemption is requested, each holder of an then during the period from the Redemption Date through the date on which such Preferred Shares are actually redeemed and the Redemption Price is actually made, in full, such Preferred Shares shall continue to be outstanding certificate or certificates theretofore representing shares of Company Common Stock shall surrender the same to the Exchange Agent and such holder shall be entitled to receive all rights and preferences of Preferred Shares. After payment in exchange therefor a certificate or certificates representing the number of whole shares of Purchaser Common Stock into which the shares of Company Common Stock were converted as a result full of the Merger. Dividends or other distributions payable after aggregate Redemption Price for all issued and outstanding Preferred Shares, all rights of the Closing to holders of record after such date in respect of such shares of Purchaser Common Stock resulting from the exchange of Company Common Stock shall not be paid to holders thereof until certificates are surrendered for exchange as aforesaid, but, upon surrender, there shareholders of the Company shall cease and terminate and such Preferred Shares shall be paid to the holders of Purchaser Common Stock issued in exchange for Company Common Stock the amount of dividends or other distributions which shall have become payable to the Purchaser's stockholders of record after the date of the Closing, without interestcancelled.

Surrender of Certificates. On the date of the Closing, the Purchaser will deliver (a) Prior to the Effective Time, (i) Parent shall select a reputable bank or trust company reasonably acceptable to the Company to act as exchange agent designated for with respect to the Merger (the "“Exchange Agent") (i) certificates representing the number of shares of Purchaser Common Stock that will be required for delivery to the stockholders of the Company pursuant to the Merger”), and (ii) the appropriate amount of cash Parent shall cause to be held in trust by made available to the Exchange Agent Agent, for exchange in accordance with this Section 1, the Parent Ordinary Shares pursuant to Section 1.5(a)(iii), and will take such further action as may be necessary cash amounts sufficient for payment in order that certificates for lieu of fractional shares of Purchaser Common Stock pursuant to Section 1.5(c) and any fractional share cash consideration may be delivered dividends or distributions to the stockholders which holders of the Company. As promptly as practicable after the Closing, each holder of an outstanding certificate or certificates theretofore representing shares of Company Common Stock may be entitled pursuant to Section 1.7(c). The Parent Ordinary Shares 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 (and in any event within five (5) business days after the Effective Time, subject to Parent and Exchange Agent receiving from the Company and its transfer agent all reasonably required information prior to the Effective Time), Parent shall surrender cause the same Exchange Agent to mail to each Person who was, immediately prior to the Effective Time, a holder of record of shares of Company Common Stock described in Section 1.5(a)(iii) a form of letter of transmittal in customary form (which shall specify that delivery shall be effected, and risk of loss and title to the Company Stock Certificates shall pass, only upon delivery of the Company Stock Certificates to the Exchange Agent and shall contain such other customary provisions as Parent or the Exchange Agent may reasonably specify) and instructions for use in effecting the surrender of Company Stock Certificates previously representing such shares of Company Common Stock in exchange for certificates representing Parent Ordinary Shares pursuant to Section 1.5(a)(iii), cash in lieu of any fractional shares pursuant to Section 1.5(c) and any dividends or other distributions pursuant to Section 1.7(c). Such letter of transmittal shall contain all reasonably required tax information, including tax information regarding the record holders of Company Common Stock, as Parent may reasonably require. Parent shall ensure that, upon proper surrender to the Exchange Agent of each such Company Stock Certificate, together with a properly executed letter of transmittal, the holder of such Company Stock Certificate (or, under the circumstances described in Section 1.7(f), the transferee of shares of Company Common Stock previously represented by such Company Stock Certificate) shall be entitled to promptly receive in exchange therefor a certificate or certificates representing the number of whole shares of Purchaser Common Stock Parent Ordinary Shares into which the their shares of Company Common Stock were converted as a result pursuant to Section 1.5(a)(iii), payment in lieu of fractional shares which such holders have the Merger. right to receive pursuant to Section 1.5(c) and any dividends or other distributions payable pursuant to Section 1.7(c). (c) Dividends or other distributions payable declared or made after the Closing date of this Agreement with respect to Parent Ordinary Shares with a record date after the Effective Time will be paid to the holders of any unsurrendered Company Stock Certificates with respect to the Parent Ordinary Shares represented thereby when the holders of record of such Company Stock Certificates surrender such Company Stock Certificates. (d) On or after the first anniversary of the Effective Time, the Surviving Corporation shall be entitled to cause the Exchange Agent to deliver to the Surviving Corporation any portion of the Exchange Fund which has not been distributed to holders of record after Company Stock Certificates, and thereafter such date holders shall be entitled to look solely to Parent and the Surviving Corporation with respect to the Parent Ordinary Shares pursuant to Section 1.5(a)(iii), cash in respect lieu of any fractional shares pursuant to Section 1.5(c) and any dividends or other distributions pursuant to Section 1.7(c). Neither the Exchange Agent, Parent, nor the Surviving Corporation shall be liable to any holder of a Company Stock Certificate for any amount properly paid to a public official pursuant to any applicable abandoned property or escheat law. (e) If any Company Stock Certificate shall have been lost, stolen or destroyed, then, upon the making of an affidavit of that fact by the Person claiming such Company Stock Certificate to be lost, stolen or destroyed, Parent shall cause the Exchange Agent to issue and pay in exchange for such lost, stolen or destroyed Company Stock Certificate the Parent Ordinary Shares pursuant to Section 1.5(a)(iii), cash in lieu of any fractional shares pursuant to Section 1.5(c) and any dividends or other distributions pursuant to Section 1.7(c); provided, however, that Parent may also, in its commercially reasonable discretion and as an additional condition precedent to the issuance and payment thereof, require the owner of such shares lost, stolen or destroyed Company Stock Certificates to deliver a bond in such sum as it may reasonably direct, in accordance with the Exchange Agent’s customary policies, against Parent, the Surviving Corporation or the Exchange Agent with respect to the Company Stock Certificates alleged to have been lost, stolen or destroyed. (f) If certificates representing Parent Ordinary Shares are to be issued in a name other than that in which the Company Stock Certificates surrendered in exchange therefor are registered, it will be a condition of Purchaser Common the issuance thereof that the Company Stock resulting from Certificates so surrendered will be properly endorsed and otherwise in proper form for transfer and that the Persons requesting such exchange will have (i) paid to Parent or any agent designated by it any transfer or other taxes required by reason of the issuance of certificates representing Parent Ordinary Shares in any name other than that of the registered holder of the Company Stock Certificates surrendered, or (ii) established to the reasonable satisfaction of Parent or any agent designated by it that such tax has been paid or is not payable. (g) The Surviving Corporation shall bear and pay all charges and expenses, including those of the Exchange Agent, incurred in connection with the exchange of Company Common Stock shall not be paid for Parent Ordinary Shares (including any cash in lieu of any fractional shares pursuant to holders thereof until certificates are surrendered for exchange as aforesaid, but, upon surrender, there shall be paid to the holders of Purchaser Common Stock issued in exchange for Company Common Stock the amount of Section 1.5(c) and any dividends or other distributions which shall have become payable pursuant to the Purchaser's stockholders of record after the date of the Closing, without interestSection 1.7(c)).

Surrender of Certificates. On The Agent shall comply with the date following provisions applicable to payment of the ClosingClosing Merger Consideration: (A) Prior to the Effective Time, the Purchaser will deliver Agent shall mail to each record holder of Common Stock and each Warrantholder, a letter of transmittal in a form reasonably satisfactory to the exchange agent designated for Buyer and the Merger Agent (the "Exchange AgentLETTER OF TRANSMITTAL") which shall (i) certificates representing the number specify that delivery shall be effected, and risk of shares loss and title to any Stock Certificate or certificate evidencing a Warrant (a "WARRANT CERTIFICATE") shall pass, only upon proper delivery of Purchaser Common such Stock that will be required for delivery Certificate or Warrant Certificate, together with such Letter of Transmittal duly executed, to the stockholders of Company and instructions for use in surrendering such Stock Certificates and Warrant Certificates and receiving the Company pursuant to the Mergerpayments contemplated by Section 1.10, (ii) include customary representations and warranties from such holders as to their ownership of and ability to surrender their Company Securities and (iii) include a waiver by such holder of any claims against the appropriate Company and the Surviving Corporation, and their respective Subsidiaries, that such holder has or may have in its capacity as a holder of Common Stock or Warrants except for claims to receive the payments contemplated by Section 1.10. After the delivery of the relevant Letter of Transmittal and surrender of each such Stock Certificate or Warrant Certificate, the Agent shall pay the holder of such Stock Certificate or Warrant Certificate an amount as determined in accordance with Section 1.10 in consideration therefor, and such Stock Certificate or Warrant Certificate shall forthwith be cancelled. Until so surrendered, each such Stock Certificate (other than Stock Certificates representing (1) Common Stock held by the Company or any Subsidiary of cash to be the Company or held in trust by the Exchange Agent and will take such further action as may be necessary in order that certificates for shares of Purchaser Common Stock and any fractional share cash consideration may be delivered to the stockholders treasury of the Company. As promptly as practicable after Company or (2) Dissenting Shares) and Warrant Certificate shall represent solely the Closing, each holder of an outstanding certificate or certificates theretofore representing shares of Company Common Stock shall surrender the same to the Exchange Agent and such holder shall be entitled right to receive in exchange therefor a certificate or certificates representing the number of whole shares of Purchaser Common Stock into which payments contemplated by Section 1.10. (B) After the shares of Company Common Stock were converted as a result of the Merger. Dividends or other distributions payable after the Closing to holders of record after such date in respect of such shares of Purchaser Common Stock resulting from the exchange of Company Common Stock shall not be paid to holders thereof until certificates are surrendered for exchange as aforesaid, but, upon surrenderEffective Time, there shall be paid no transfers on the stock transfer books of the Surviving Corporation of any shares of Common Stock or Warrants that were outstanding immediately prior to the holders Effective Time. If, after the Effective Time, Stock Certificates or Warrant Certificates formerly representing shares of Purchaser Common Stock issued or Warrants are presented to the Surviving Corporation or the Agent, such Stock Certificates or Warrant Certificates shall be surrendered and cancelled in exchange return for Company the payments contemplated by Section 1.10. (C) No interest shall accrue or be paid on the cash payable upon the delivery of Stock Certificates, Warrant Certificates or Letters of Transmittal. Neither the Agent nor any party hereto shall be liable to a holder of Common Stock or Warrants for any cash or interest thereon delivered to a public official pursuant to any applicable abandoned property, escheat or similar law. (D) In the amount of dividends event that any Stock Certificate or other distributions which Warrant Certificate shall have become payable been lost, stolen or destroyed, upon the making of an affidavit of that fact and grant of indemnification by the person claiming such Stock Certificate or Warrant Certificate to be lost, stolen or destroyed, each in form and substance reasonably satisfactory to the Purchaser's stockholders of record after Agent, the date of Agent shall make the Closing, without interestpayment with respect to such Stock Certificate or Warrant Certificate to which such person is entitled pursuant to this Article 1.

Surrender of Certificates. On (a) Parent shall act as exchange agent (the date “Exchange Agent”) in the Merger. Parent shall deposit the Company Escrow Shares with the Escrow Agent out of the Closingaggregate number of Parent Preferred Shares otherwise issuable pursuant to Section 1.7 hereof on behalf of the holders of Company Capital Shares and pursuant to Article VII hereof and the Escrow Agreement. (b) Promptly after the Effective Time, the Purchaser will deliver Exchange Agent shall mail to each holder of record of a certificate or certificates (the “Certificates”) which immediately prior to the exchange agent designated for Effective Time represented outstanding shares of Company Capital Shares whose shares were converted into the right to receive the Merger (the "Exchange Agent"Consideration pursuant to Section 1.7(a) hereof, (i) certificates representing the number a letter of shares transmittal (a “Letter of Purchaser Common Stock that will be required for delivery to the stockholders of the Company pursuant to the Merger, Transmittal”) and (ii) instructions for use in effecting the appropriate amount of cash to be held in trust by the Exchange Agent and will take such further action as may be necessary in order that certificates for shares of Purchaser Common Stock and any fractional share cash consideration may be delivered to the stockholders surrender of the CompanyCertificates in exchange for certificates representing Parent Preferred Shares and, in lieu of fractional shares thereof, cash pursuant to Section 1.7(h) hereof. As promptly as practicable after the Closing, each holder Upon surrender of an outstanding certificate a Certificate (or certificates theretofore representing shares of Company Common Stock shall surrender the same Certificates) for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by Parent, together with such Letter of Transmittal, duly completed and validly executed in accordance with the instructions thereto, and such other customary documents as may be required pursuant to such instructions, the holder of such Certificate(s) shall be entitled to receive in exchange therefor a certificate or certificates representing the number of whole Parent Preferred Shares (less the number of Parent Preferred Shares to be deposited with the Escrow Agent on such holder’s behalf pursuant to Section 1.7(g) and Article VII hereof) to which such holder is entitled pursuant to Section 1.7(a) hereof, and the Certificate(s) so surrendered shall forthwith be canceled. As soon as practicable after the Effective Time, and subject to and in accordance with the provisions of Article VII hereof, Parent shall cause to be delivered to the Escrow Agent, on behalf of the holders of Certificates, a certificate or certificates representing the Company Escrow Shares which shall be registered in the name of the Escrow Agent. Such shares of Purchaser Common Stock into which shall be beneficially owned by the holders on whose behalf such shares were deposited with the Escrow Agent and shall be available to Parent as provided in Article VII and the Escrow Agreement. Until so surrendered, each outstanding Certificate that, prior to the Effective Time, represented shares of Company Common Stock were converted as a result Capital Shares (other than Dissenting Shares) will be deemed from and after the Effective Time, for all corporate purposes, other than the payment of dividends, to evidence the ownership of the Merger. Dividends number of full Parent Preferred Shares into which such shares of Company Capital Shares shall have been so converted and the right to receive an amount in cash in lieu of the issuance of any fractional shares in accordance with Section 1.7(h) hereof. (c) No dividends or other distributions payable declared or made after the Closing Effective Time with respect to holders of Parent Preferred Shares with a record date after such date in respect of such shares of Purchaser Common Stock resulting from the exchange of Company Common Stock shall not Effective Time will be paid to holders thereof the holder of any unsurrendered Certificate with respect to the Parent Preferred Shares represented thereby until certificates are surrendered the holder of record of such Certificate shall surrender such Certificate in exchange for exchange as aforesaidParent Preferred Shares in accordance with the terms of this Agreement. Subject to applicable law, but, upon surrenderfollowing surrender of any such Certificate, there shall be paid to the holders record holder of Purchaser Common Stock the certificates representing whole Parent Preferred Shares issued in exchange for Company Common Stock therefor, without interest, at the time of such surrender, the amount of dividends or other distributions with a record date after the Effective Time theretofore paid with respect to such whole Parent Preferred Shares. (d) If any certificate for Parent Preferred Shares 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 will be properly endorsed and otherwise in proper form for transfer and that the Person requesting such exchange will have paid to Parent or any agent designated by it any transfer or other taxes required by reason of the issuance of a certificate for Parent Preferred Shares in any name other than that of the registered holder of the Certificate surrendered, or established to the satisfaction of Parent or any agent designated by it that such tax has been paid or is not payable. (e) Notwithstanding anything to the contrary in this Section 1.9, none of the Exchange Agent, Parent, the Surviving Company or any party hereto shall be liable to a holder of Parent Preferred Shares for any amount properly paid to a public official pursuant to any applicable abandoned property, escheat or similar law. (f) In the event any Certificates to be surrendered in accordance with Section 1.9(b) shall have become payable been lost, stolen or destroyed, the Parent shall deem such lost, stolen or destroyed Certificates surrendered for purposes of Section 1.9(b), upon the receipt of an affidavit of that fact, in a form reasonably satisfactory to Parent, by the holder thereof pursuant to which such holder would agree to indemnify Parent and its Affiliates against any claim that may be made against Parent or its Affiliates with respect to the Purchaser's stockholders of record after the date of the ClosingCertificates alleged to have been lost, without intereststolen or destroyed.

Surrender of Certificates. On the date of the Closing, the Purchaser will deliver (a) Prior to the exchange Effective ------------------------- Time, Parent shall designate a bank or trust company located in the United States to act as paying agent designated for the Merger (the "Exchange Paying Agent") (i) certificates representing for the number holders of shares of Purchaser ------------ Common Stock, Series B Preferred Stock, Series B Preferred Stock Depositary Shares and Common Stock that will be required for delivery Purchase Warrants in connection with the Merger to receive in trust funds to make the stockholders 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 Subsidiary or in the treasury of the Company pursuant 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 Merger, (ii) the appropriate amount of cash to be held in trust by the Exchange Paying Agent and will take such further action as may be necessary in order that certificates for shares of Purchaser Common Stock and any fractional share cash consideration may be delivered to the stockholders of the Company. As promptly as practicable after the Closing, each holder of an outstanding certificate or certificates theretofore representing shares of Company which immediately prior to the Effective Time represented outstanding Common Stock, Series B Preferred Stock, Series B Preferred Stock Depositary Shares and Common Stock Purchase Warrants (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 Paying Agent of such Certificates, together with a letter of transmittal, duly executed and completed in accordance with the instructions thereon, and any other items specified by the letter of transmittal, the Paying Agent shall promptly pay to the Person entitled thereto the Applicable Merger Consideration deliverable in respect thereof. Until so surrendered, each Certificate shall be deemed, for all corporate purposes, to evidence only the right to receive upon such surrender the same Applicable Merger Consideration deliverable in respect thereof to the Exchange Agent and which such holder Person is entitled pursuant to this Article III. No interest shall be entitled to receive in exchange therefor a certificate paid or certificates representing the number of whole shares of Purchaser Common Stock into which the shares of Company Common Stock were converted as a result of the Merger. Dividends or other distributions payable after the Closing to holders of record after such date accrued in respect of such shares 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 in exchange therefor are registered, it shall be a condition to the payment of Purchaser Common Stock resulting from the exchange 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 Company Common Stock the foregoing or establish to the satisfaction of the Paying Agent that such taxes have been paid or are not required to be paid. (c) In the event any Certificate shall not be paid to holders thereof until certificates are surrendered for exchange as aforesaidhave been lost, butstolen or destroyed, upon surrenderthe making of an affidavit of that fact by the Person claiming such Certificate to be lost, there shall be paid to stolen or destroyed, the holders of Purchaser Common Stock issued Paying Agent will issue in exchange for Company Common Stock such lost, stolen or destroyed Certificate the amount of dividends or other distributions which shall have become payable Applicable Merger Consideration deliverable in respect thereof as determined in accordance with this Article III; provided, that the Person to whom the Applicable Merger -------- ---- Consideration is paid shall, as a condition precedent to the Purchaser's stockholders of record after payment thereof, give the date of Surviving Corporation a bond in such sum as it may direct or otherwise indemnify the ClosingSurviving 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, without intereststolen or destroyed.

Surrender of Certificates. On (a) With respect to all Stockholders other than the date of the ClosingPrincipal Stockholders (“Non-Principal Stockholders”), the Purchaser Stockholder Representative shall act as payment agent (the “Payment Agent”) in the Merger. (b) Within ten (10) days after the Closing Date, Parent will deliver cause the Surviving Corporation to send to each Non-Principal Stockholder of record of a certificate or certificates (the “Certificates”) that immediately prior to the exchange agent designated for the Merger (the "Exchange Agent") Effective Time represented outstanding shares of Capital Stock forms of (i) certificates representing a letter of transmittal (the number “Letter of Transmittal”) which shall specify that delivery of Certificates shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Payment Agent and shall be in such form and have such other provisions as Parent and Stockholder Representative shall agree and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the amount of the Merger Consideration payable in exchange therefore (subject to the escrow contribution provisions of Section 1.9). The Letter of Transmittal shall indicate that applicable withholding Taxes with respect to payments on account of the shares of Purchaser Common Stock that will be required for withheld, if required, from the Merger Consideration otherwise payable to each holder thereof in connection with the Merger and that other amounts may be withheld from any Non-Principal Stockholder in accordance with the terms of this Agreement. Following the Effective Time and delivery to the stockholders Payment Agent of a duly completed and executed Letter of Transmittal, together with surrender of a Certificate (or Certificates) for cancellation, the Company pursuant to the Merger, (ii) the appropriate amount of cash to be held in trust by the Exchange Agent and will take such further action as may be necessary in order that certificates for shares of Purchaser Common Stock and any fractional share cash consideration may be delivered to the stockholders of the Company. As promptly as practicable after the Closing, each holder of an outstanding certificate or certificates theretofore representing shares of Company Common Stock shall surrender the same to the Exchange Agent and such holder Non-Principal Stockholder shall be entitled to receive in exchange therefor a certificate or certificates representing the number portion of whole shares the Merger Consideration to which such Non-Principal Stockholder is entitled pursuant to Section 1.6 (subject to the escrow contribution provisions of Purchaser Common Stock into which Section 1.9) and the Certificate(s) so surrendered shall be canceled. Following the Effective Time, until so surrendered, each outstanding Certificate that, prior to the Effective Time, represented shares of Company Capital Stock will be deemed from and after the Effective Time, for all corporate purposes, to evidence only the right to receive the portion of Merger Consideration as provided in this Article 1. (c) At the Closing but after the Effective Time, Parent shall deposit with the Payment Agent for exchange in accordance with this Section 1.14 an amount in cash equal to the Initial Common Stock were converted as a result Per Share Merger Consideration for each share of Common Stock held by each Non-Principal Stockholder. Any amount remaining with the Payment Agent after the 12-month anniversary of the Merger. Dividends Closing Date shall be remitted to Parent and thereafter any Stockholder shall direct any claims for payment hereunder to Parent. (d) Notwithstanding anything to the contrary in this Section 1.14, none of the Payment Agent, Parent, the Surviving Corporation or other distributions payable after the Closing to holders of record after such date in respect of such shares of Purchaser Common Stock resulting from the exchange of Company Common Stock any party hereto shall not be liable for any amount properly paid to holders thereof until certificates are surrendered for exchange as aforesaida public official in compliance with any applicable abandoned property, butescheat or similar Law. (e) In the event any Certificates shall have been lost, upon surrenderstolen or destroyed, there the Payment Agent shall be paid to the holders of Purchaser Common Stock issued issue in exchange for Company Common Stock such lost, stolen or destroyed Certificates, upon the amount making of dividends or other distributions which shall have become payable an affidavit of that fact by the holder thereof, the Merger Consideration required pursuant to Section 1.6 (subject to the Purchaser's stockholders escrow contribution provisions of record after the date of the Closing, without interestSection 1.9).

Surrender of Certificates. On the date of the Closing, the Purchaser will deliver to the exchange agent designated for the Merger (the "Exchange Agent") (i) certificates representing As soon as reasonably practicable after the number Closing Date, to the extent not previously delivered, the Company shall deliver, or cause to be delivered, a letter of shares transmittal, together with instructions for use thereof, in substantially the form attached as Exhibit I (the “Letter of Purchaser Common Transmittal”) to every holder of record of Company Capital Stock that will be required for delivery was issued and outstanding immediately prior to the stockholders of the Company pursuant to the Merger, Effective Time. (ii) the appropriate amount of cash to be held in trust by the Exchange Agent and will take such further action as may be necessary in order that certificates for shares of Purchaser Common Stock and any fractional share cash consideration may be delivered to the stockholders of the Company. As promptly as practicable No later than two Business Days after the Closing, each holder Acquirer shall cause to be deposited with Continental Stock Transfer and Trust Company or other bank or trust company as Acquirer may choose in its discretion (the “Paying Agent”) the portion of an outstanding certificate or certificates theretofore representing the Merger Consideration payable to Company Stockholders, other than the Company Stockholder listed on Schedule 1.4(a)(ii) (the “Designated Stockholder”) with respect to the shares of Company Common Capital Stock shall surrender identified on Schedule 1.4(a)(ii) (the same “Designated Shares”), pursuant to Section 1.3(a)(i) and Section 1.3(a)(ii) in respect of their shares of Company Capital Stock, less the Indemnification Holdback Fund, the Adjustment Holdback Fund, the Expense Fund and amounts withheld pursuant to the Exchange Holdback Agreements. (iii) As soon as reasonably practicable after the date of delivery to the Paying Agent of a certificate or instrument that immediately prior to the Effective Time represented issued and outstanding Company Capital Stock (a “Certificate”), together with a properly completed and duly executed Letter of Transmittal and any other documentation required thereby, (A) the holder of record of such holder Certificate shall be entitled to receive in exchange therefor a certificate or certificates representing the number amount of whole shares of Purchaser Common Stock into which cash that such holder has the shares of Company Common Stock were converted as a result of the Merger. Dividends or other distributions payable after the Closing right to holders of record after such date receive pursuant to Section 1.3(a)(i) and Section 1.3(a)(ii) in respect of such shares Certificate less such Converting Holder’s Pro Rata Share of Purchaser Common Stock resulting the Indemnification Holdback Amount, such Converting Holder’s TNW Pro Rata Share of the Adjustment Holdback Amount, and such Converting Holder’s Pro Rata Share of the Expense Fund, and (B) such Certificate shall be cancelled. (iv) Upon receipt of written confirmation of the effectiveness of the Merger from the exchange Secretary of Company Common Stock shall not be paid State of the State of Delaware, Acquirer will instruct the Paying Agent (A) to pay by check or wire transfer of same‑day funds the aggregate amount of cash payable to such Converting Holder pursuant to Section 1.3(a)(i), less such Converting Holder’s Pro Rata Share of the Indemnification Holdback Amount, such Converting Holder’s TNW Pro Rata Share of the Adjustment Holdback Amount, such Converting Holder’s Pro Rata Share of the Expense Fund and amounts withheld pursuant to the Holdback Agreements, other than in respect of Dissenting Shares to holders thereof until certificates are surrendered for exchange thereof, and in each case as aforesaidpromptly as practicable following the submission of a Certificate to the Paying Agent and a duly executed Letter of Transmittal by such Converting Holder. (v) If any Certificate shall have been lost, butstolen or destroyed, upon surrenderthe making of an affidavit of that fact by the Person claiming such document to be lost, there shall be paid to stolen or destroyed the holders of Purchaser Common Stock issued Paying Agent will pay in exchange for Company Common Stock such lost, stolen or destroyed document the amount of dividends or other distributions which shall have become payable to the Purchaser's stockholders of record after the date applicable portion of the ClosingMerger Consideration payable pursuant to Section 1.3(a)(i) and/or Section 1.3(a)(ii) in respect of their shares of Company Capital Stock, without interestless the applicable portion of such Converting Holder’s Pro Rata Share of the Indemnification Holdback Amount and such Converting Holder’s TNW Pro Rata Share of the Adjustment Holdback Amount.

Surrender of Certificates. (a) On or prior to the date of the ClosingClosing Date, the Purchaser will deliver Parties shall agree upon and select a reputable bank, transfer agent or trust company to the act as exchange agent designated for in the Merger (the "“Exchange Agent") (i) ”). At the Effective Time, IPC Newco shall deposit with the Exchange Agent certificates representing the number of shares of Purchaser Common Stock that will be required for delivery to represent the stockholders of the Company IPC Amalco Shares issuable pursuant to Section 1.6 and IPC shall deposit with the MergerExchange Agent cash sufficient to make payments in lieu of fractional shares in accordance with Section 1.6(b). The IPC Amalco Shares and cash amounts so deposited with the Exchange Agent, (ii) the appropriate amount of cash to be held in trust together with any dividends or distributions received by the Exchange Agent with respect to such shares, are referred to collectively as the “Exchange Fund.” (b) Promptly after the Effective Time, but in no event more than five (5) Business Days after the Effective Time, IPC Newco (or its successor, IPC Amalco) and will take such further action as may be necessary in order that certificates for shares of Purchaser Common Stock and any fractional share cash consideration may be delivered IPC shall cause the Exchange Agent to mail to the stockholders Persons who were record holders of IPC Stock Certificates immediately prior to the CompanyEffective Time: (i) a letter of transmittal in customary form and containing such provisions as IPC Newco (or its successor, IPC Amalco) may reasonably specify (including a provision confirming that delivery of IPC Stock Certificates shall be effected, and risk of loss and title to IPC Stock Certificates shall pass, only upon delivery of such IPC Stock Certificates to the Exchange Agent); and (ii) instructions for use in effecting the surrender of IPC Stock Certificates in exchange for certificates representing IPC Amalco Shares. As promptly as practicable after the Closing, each holder Upon surrender of an outstanding certificate or certificates theretofore representing shares of Company Common a IPC Stock shall surrender the same Certificate to the Exchange Agent for exchange, together with a duly executed letter of transmittal and such other documents as may be reasonably required by the Exchange Agent or IPC Newco (or its successor, IPC Amalco): (a) the holder of such IPC Stock Certificate shall be entitled to receive in exchange therefor a certificate or certificates representing the number of whole shares IPC Amalco Shares that such holder has the right to receive pursuant to the provisions of Purchaser Section 1.6 (and cash in lieu of any fractional share of IPC Amalco Shares); and (b) the IPC Stock Certificate so surrendered shall be canceled. No interest shall accrue or be paid on any amount payable upon surrender of IPC Stock Certificates. In the event of a transfer of ownership of IPC Common Stock into which is not registered in the transfer records of IPC, a certificate representing the proper number of IPC Amalco Shares plus cash in lieu of fractional shares pursuant to Section 1.6(b) hereof may be issued or paid to a Person other than the Person in whose name the applicable IPC Stock Certificate so surrendered is registered, if such IPC Stock Certificate is presented to the Exchange Agent, accompanied by all documents required to evidence and effect such transfer and by evidence that any applicable stock transfer taxes have been paid, along with an applicable affidavit with respect to such IPC Stock Certificate and such bond indemnifying IPC Newco (or its successor, IPC Amalco) against any claims suffered by IPC Newco (or its successor, IPC Amalco) related to such IPC Stock Certificate or any IPC Amalco Share issued in exchange therefor as IPC Newco (or its successor, IPC Amalco) may reasonably request. Until surrendered as contemplated by this Section 1.8(b), each IPC Stock Certificate shall be deemed, from and after the Effective Time, to represent only the right to receive IPC Amalco Shares (and cash in lieu of any fractional share of IPC Amalco Shares) as contemplated by Section 1.6. If any IPC Stock Certificate shall have been lost, stolen or destroyed, IPC Newco (or its successor, IPC Amalco) may, in its discretion and as a condition precedent to the delivery of any IPC Amalco Shares with respect to the shares of Company IPC Common Stock were converted previously represented by such IPC Stock Certificate, require the owner of such lost, stolen or destroyed IPC Stock Certificate to provide an applicable affidavit with respect to such IPC Stock Certificate and post a bond indemnifying IPC Newco (or its successor, IPC Amalco) against any claim suffered by IPC Newco (or its successor, IPC Amalco) related to the lost, stolen or destroyed IPC Stock Certificate or any IPC Amalco Share issued in exchange therefor as a result of the Merger. Dividends IPC Newco (or its successor, IPC Amalco) may reasonably request. (c) No dividends or other distributions payable declared or made with respect to IPC Amalco Shares with a record date after the Closing to holders of record after such date in respect of such shares of Purchaser Common Stock resulting from the exchange of Company Common Stock shall not be paid to holders thereof until certificates are surrendered for exchange as aforesaid, but, upon surrender, there Effective Time shall be paid to the holders holder of Purchaser Common any unsurrendered IPC Stock issued in exchange for Company Common Stock the amount of dividends or other distributions which shall have become payable Certificate with respect to the Purchaser's stockholders IPC Amalco Shares that such holder has the right to receive pursuant to the Merger until such holder surrenders such IPC Stock Certificate in accordance with this Section 1.8 (at which time such holder shall be entitled, subject to the effect of record after the date of the Closingapplicable 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 IPC Stock Certificates as of the date 180 days after the Closing Date shall be delivered or made available to IPC Newco upon demand, and any holders of IPC Stock Certificates who have not theretofore surrendered their IPC Stock Certificates in accordance with this Section 1.8 shall thereafter look only to IPC Newco for satisfaction of their claims for IPC Amalco Shares, cash in lieu of fractional IPC Amalco Shares and any dividends or distributions with respect to IPC Amalco Shares. (e) No Party shall be liable to any holder of any IPC Stock Certificate or to any other Person with respect to any IPC Amalco Shares (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 Legal Requirement. If any IPC Stock Certificates have not been surrendered prior to five years after the Closing (or immediately prior to such earlier date on which any Merger consideration in respect of those IPC Stock Certificates would otherwise escheat to or become the property of any Governmental Body), any Merger consideration payable in respect of those IPC Stock Certificates shall, to the extent permitted by applicable law, become the property of IPC Amalco, free and clear of all claims or interests of any Person previously entitled to that Merger consideration.

Surrender of Certificates. On From and after the date Closing Date, Boston EquiServ or such other bank and trust company as the Company, at least five days prior to the mailing of the ClosingCompany Proxy Statement (as defined in Section 3.9), the Purchaser will deliver to the shall designate and Holdings shall approve (which approval shall not be unreasonably withheld), shall act as exchange agent designated for the Merger (the "Exchange Agent") (i) in effecting the reclassification by the exchange for cash and New Common Stock of certificates representing that, prior to the number of Closing Date, represented shares of Purchaser Old Common Stock that will be required for delivery entitled to the stockholders of the Company payment in cash and New Common Stock pursuant to the Merger, (ii) the appropriate amount of cash to be held in trust by the Exchange Agent and will take such further action as may be necessary in order that certificates for shares of Purchaser Common Stock and any fractional share cash consideration may be delivered to the stockholders of the CompanySection 1.3(a). As promptly soon as practicable after the ClosingClosing Date, the Exchange Agent shall send a notice and transmittal form to each holder of an outstanding certificate or certificates theretofore representing shares record of Company Old Common Stock shall surrender immediately prior to the same Closing Date advising such holder of the effectiveness of the Recapitalization and the procedure for surrendering to the Exchange Agent (who may appoint forwarding agents with the approval of the Company) the certificate or certificates to be exchanged pursuant to the Recapitalization. Upon the surrender for exchange of such a certificate, together with such letter of transmittal duly completed and properly executed in accordance with instructions thereto and such other documents as may be required pursuant to such instructions, the holder shall be paid promptly, without interest thereon and subject to any required withholding of taxes, the amount of cash and New Common Stock to which such holder is entitled hereunder, and such certificate shall forthwith be canceled. Until so surrendered and exchanged, each certificate which immediately prior to the Closing Date represented outstanding shares of the Old Common Stock shall represent solely the right to receive in exchange therefor a certificate or certificates representing the number of whole shares of Purchaser cash and New Common Stock into which the shares of Company Old Common Stock were it theretofore represented shall have been converted as pursuant to Section 1.3(a), subject to any required withholding of taxes. If any payment for Old Common Stock is to be made to a result person other than the person in whose name the certificates for such shares surrendered is registered, it shall be a condition of the Merger. Dividends exchange that the person requesting such exchange shall pay to the Exchange Agent any transfer or other distributions payable after taxes required by reason of the Closing to holders of record after such date in respect delivery of such shares check to a person other than the registered owner of Purchaser Common Stock resulting from the exchange of Company Common Stock certificate surrendered or shall not be paid to holders thereof until certificates are surrendered for exchange as aforesaid, but, upon surrender, there shall be paid establish to the holders of Purchaser Common Stock issued in exchange for Company Common Stock the amount of dividends or other distributions which shall have become payable to the Purchaser's stockholders of record after the date satisfaction of the Closing, without interestExchange Agent that such tax has been paid or is not applicable.

Surrender of Certificates. On the date of the Closing, the Purchaser will deliver (a) Prior to the Closing Date, Castle and the Company shall agree upon and select a reputable bank, transfer agent or trust company to act as exchange agent designated for in the Merger (the "“Exchange Agent") ”). At or promptly following the Effective Time, Castle shall deposit with or otherwise make available to the Exchange Agent in trust for the benefit of the holders of Company Common Stock (i) certificates representing the number of Merger Shares issuable pursuant to Section 1.5 and (ii) cash sufficient to make the payments described in Section 1.5(a)(ii), in exchange for the outstanding shares of Purchaser Company Common Stock pursuant to this Section 1.7. The shares of Castle Common Stock and any 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 three Business Days, after the Effective 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 Effective Time: (i) a letter of transmittal in customary form and containing such provisions as Castle may reasonably specify (including a provision confirming that will delivery of Company Stock Certificates shall be required 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 delivery to effecting the surrender of Company Stock Certificates (or affidavits of loss in lieu thereof) in exchange for shares of Castle Common Stock in uncertificated book-entry form (or, in the case of the stockholders of the Company pursuant set forth on Schedule D hereto, cash). Upon valid surrender of a Company Stock Certificate (or an affidavit of loss in lieu thereof) to the MergerExchange Agent for exchange, (ii) the appropriate amount together with a duly executed letter of cash to transmittal and such other documents as may be held in trust reasonably required by the Exchange Agent and will take such further action as may be necessary in order that certificates for shares of Purchaser Common Stock and any fractional share cash consideration may be delivered to or Castle: (A) the stockholders of the Company. As promptly as practicable after the Closing, each holder of an outstanding certificate or certificates theretofore representing shares of such Company Common Stock shall surrender the same to the Exchange Agent and such holder Certificate shall be entitled to receive in exchange therefor a certificate or certificates shares of Castle Common Stock in uncertificated book-entry form representing the number of whole shares of Purchaser Castle Common Stock into which that such holder has the right to receive (and cash in lieu of any fractional share of Castle Common Stock) pursuant to the provisions of Section 1.5; and (B) the 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 shares of Company Castle Common Stock were converted (and cash in lieu of any fractional share of Castle Common Stock). If any Company Stock Certificate shall have been lost, stolen or destroyed, Castle may, in its discretion and as a result condition precedent to the delivery of any shares of Castle Common Stock, require the Merger. Dividends 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 Castle and the Exchange Agent and post a bond indemnifying Castle against any claim suffered by Castle related to the lost, stolen or destroyed Company Stock Certificate or any Castle Common Stock issued in exchange therefor as Castle may reasonably request. (c) No dividends or other distributions payable declared or made with respect to Castle Common Stock with a record date after the Closing to holders of record after such date in respect of such shares of Purchaser Common Stock resulting from the exchange of Company Common Stock shall not be paid to holders thereof until certificates are surrendered for exchange as aforesaid, but, upon surrender, there Effective Time shall be paid to the holders holder of Purchaser any unsurrendered Company Stock Certificate with respect to the shares of Castle Common Stock issued that such holder has the right to receive in exchange for the Merger until such holder surrenders such Company Common Stock Certificate (or complies with the amount of dividends or other distributions lost stock certificate provisions) in accordance with this Section 1.7 (at which time such holder shall have become payable be entitled, subject to the Purchaser's stockholders effect of record after the date of the Closingapplicable 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 180 days after the Closing Date shall be delivered to Castle 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 Castle for satisfaction of their claims for Castle Common Stock, cash in lieu of fractional shares of Castle Common Stock and any dividends or distributions with respect to shares of Castle Common Stock. (e) Each of Castle, 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 who is entitled to receive merger consideration pursuant to this Article I, such amounts as are reasonably determined to be 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 Form W-9 (or the appropriate Form W-8, as applicable) from any recipient of merger consideration hereunder. To the extent that amounts are so withheld or deducted, such withheld or deducted amounts shall be treated for all purposes of 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 Castle 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 Legal Requirement.

Surrender of Certificates. On the date (a) The Corporate Secretary of the ClosingBuyer, the Purchaser will deliver to or an institution selected by Buyer, shall serve as the exchange agent designated (the “Exchange Agent”) for the Merger Stock Purchase. (the "Exchange Agent"b) (i) certificates representing the number of shares of Purchaser Common Stock that will be required for delivery Prior to the stockholders of the Company pursuant to the MergerClosing Date, (ii) the appropriate amount of cash to be held in trust by the Exchange Agent and will take such further action as may be necessary in order that certificates for shares of Purchaser Common Stock and any fractional share cash consideration may be delivered to the stockholders of the Company. As promptly as practicable after the Closing, each holder of an outstanding certificate or certificates theretofore representing shares of Company Common Stock Buyer shall surrender the same make available to the Exchange Agent for exchange in accordance with this Article 1, all of the Cash Consideration, Note Consideration and Stock Consideration (other than additional cash, if any, due to the Working Capital Adjustment) payable pursuant to Section 1.2 hereof in exchange for the Shares; provided, however, that, on behalf of the Stockholders, Buyer shall deposit into the Escrow Fund (as defined in Section 7. hereof) the Stock Consideration, otherwise payable to the Stockholders pursuant to Section 1.2 hereof. Each Stockholder shall be deemed to have contributed his or her Pro Rata Portion of the Escrow Amount to the Escrow Fund. (c) On or after the date hereof, Buyer shall or shall cause the Exchange Agent to, mail a letter of transmittal, in the form attached hereto as Exhibit C (the “Letter of Transmittal”), to each Stockholder at the address set forth below each Stockholders’ name in Schedule 1. After receipt of such Letter of Transmittal, the Stockholders will deliver the certificates representing their Shares to the Exchange Agent for assignment to Buyer together with a duly completed and validly executed Letter of Transmittal. Upon delivery of a stock certificate representing Shares for assignment to Buyer to the Exchange Agent pending Closing, or such other agent or agents as may be appointed by Buyer, together with such Letter of Transmittal, duly completed and validly executed in accordance with the instructions thereto, the holder of such stock certificate shall be entitled to receive from the Exchange Agent in exchange therefor a therefor, all of the Cash Consideration, Note Consideration and Stock Consideration (less the Stock Consideration to be deposited in the Escrow Fund on such Stockholder’s behalf pursuant to Section 1.3(b) and Article 7 hereof) to which such holder is entitled pursuant to Section 1.2 hereof, and all stock certificates so delivered shall be assigned to Buyer. Until so delivered, each stock certificate or certificates representing Shares outstanding after the number Closing Date will be deemed from and for all corporate purposes thereafter, to evidence only the right to receive the portion of whole shares of Purchaser Common Stock into the Total Consideration for which the such shares of Company Common Stock were converted as a result shall have been so exchanged. Should the Agreement fail to close, Exchange Agent will deliver the Shares back to each of the MergerStockholders, and the preceding sentence shall no longer apply. Dividends or other distributions payable after No payments of any portion of the Closing to holders of record after such date in respect Total Consideration will be made until the holder of such Shares surrenders his, her or its stock certificate(s) pursuant hereto. (d) Notwithstanding anything to the contrary in this Section 1.3, neither the Exchange Agent, the Buyer, nor any party hereto shall be liable to a holder of shares of Purchaser Common Company Stock resulting from the exchange of Company Common Stock shall not be for any amount properly paid to holders thereof until certificates are surrendered for exchange as aforesaida public official pursuant to any applicable abandoned property, but, upon surrender, there shall be paid to the holders of Purchaser Common Stock issued in exchange for Company Common Stock the amount of dividends escheat or other distributions which shall have become payable to the Purchaser's stockholders of record after the date of the Closing, without interestsimilar law.

Surrender of Certificates. On As soon as practicable after the date of Effective Time but in no event later than five (5) business days following the Closing, the Purchaser will deliver Effective Time a firm selected by Bancorp and reasonably acceptable to the exchange agent designated for the Merger FMS (the "Exchange Agent") ), pursuant to documentation reasonably acceptable to Bancorp and FMS consistent with the terms hereof, shall mail to each holder of record of a Certificate who did not previously submit a properly completed Election Form together with duly executed transmittal materials prior to the Election Deadline: (i) certificates representing a 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 the Exchange Agent) to the Exchange Agent; and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the Merger Consideration (in the form or forms determined in accordance with the provisions of Section 2.5). Upon surrender of a Certificate for cancellation to the Exchange Agent) or a lost certificate affidavit and bond in a form reasonably acceptable to the Exchange Agent), together with such letter of transmittal, duly executed, the holder of such Certificate shall be entitled to receive, in exchange therfor, (i) a certificate evidencing the whole number of shares of Purchaser Common Stock that will be required for delivery to the stockholders of the Company pursuant to the Merger, (ii) the appropriate amount of cash to be held in trust by the Exchange Agent and will take such further action as may be necessary in order that certificates for shares of Purchaser Common Stock and any fractional share cash consideration may be delivered to the stockholders of the Company. As promptly as practicable after the Closing, each holder of an outstanding certificate or certificates theretofore representing shares of Company Common Stock shall surrender the same to the Exchange Agent and such holder shall be entitled to receive in exchange therefor a certificate or certificates representing the number of whole shares of Purchaser Bancorp Common Stock into which the shares of Company FMS Common Stock were theretofore represented by the Certificate so surrendered, shall have been converted as pursuant to the provisions of Section 2.5, if any, plus (ii) a result check for the aggregate amount of cash, without interest, which such holder would be entitled to receive pursuant to Section 2.5, if any, including any cash amount payable in lieu of fractional shares in accordance with Section 2.6(c). Certificates so surrendered shall be cancelled. Bancorp shall direct the Exchange Agent to make such deliveries within five (5) business days of the Mergerreceipt of all required documentation. Dividends or other distributions payable after the Closing If any Bancorp Common Stock to holders of record after such date in respect of such be exchanged for shares of Purchaser FMS Common Stock resulting from is to be delivered in a name other than that in which the exchange of Company Common Stock shall not be paid to holders thereof until certificates are Certificate surrendered for exchange as aforesaidis registered, butit shall be a condition to the exchange that the Certificate so surrendered shall be properly endorsed or otherwise in proper form for transfer, upon surrenderthat 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 Bancorp having an office in the United States, and that the person requesting the payment shall either (a) pay to the Exchange Agent any transfer or other taxes required by reason of the payment to a person other than the registered holder of the Certificate surrendered, or (b) establish to the satisfaction of the Exchange Agent that such taxes have been paid or are not payable. From and after the Effective Time, there shall be paid no transfers on the stock transfer books of FMS of any shares of FMS Common Stock outstanding immediately prior to the holders Effective Time and any such shares of Purchaser FMS Common Stock issued presented to the Exchange Agent shall be cancelled in exchange for Company Common Stock the amount of dividends or other distributions which shall have become Merger Consideration payable to the Purchaser's stockholders of record after the date of the Closing, without interestwith respect thereto as provided in Section 2.5 above.

Surrender of Certificates. On (a) Prior to the date of the ClosingEffective Time, the Purchaser will deliver Principal Shareholder shall mail to each record holder of Company Common Stock a letter of transmittal in the exchange agent designated for the Merger form attached hereto as Exhibit D (the "Exchange Agent") “Letter of Transmittal”), which letter shall (i) certificates specify that delivery shall be effected, and that risk of loss and title to any Stock Certificate shall pass, only upon proper delivery of such Stock Certificate, together with such Letter of Transmittal duly executed, to the Buyer and instructions for use in surrendering such Stock Certificates and receiving the payments contemplated by Section 1.9; (ii) include customary representations and warranties from such holder as to his, her or its ownership of and ability to surrender such holder’s shares of Company Common Stock; and (iii) include a waiver by such holder of any claims against the Company and the Surviving Corporation, that such holder has or may have in its capacity as a holder of Company Common Stock, except for claims to receive the payments contemplated by Section 1.9. Until so surrendered, each such Stock Certificate (other than Stock Certificates representing Company Common Stock held by the number Company or held in the treasury of the Company) shall represent solely the right to receive the payments contemplated by Section 1.9. (b) The Final Common Holder Consideration issued upon the surrender for exchange of shares of Purchaser Company Common Stock in accordance with the terms hereof (along with the amounts, if any, issuable upon release of the Escrow Fund) shall be deemed to have been issued in full satisfaction of all rights pertaining to the shares of Company Common Stock as a result of the transactions contemplated in this Agreement. (c) After the Effective Time, there shall be no transfers on the stock transfer books of the Surviving Corporation of any shares of Company Common Stock that will be required for delivery were outstanding immediately prior to the stockholders of the Company pursuant to the MergerEffective Time. If, (ii) the appropriate amount of cash to be held in trust by the Exchange Agent and will take such further action as may be necessary in order that certificates for shares of Purchaser Common Stock and any fractional share cash consideration may be delivered to the stockholders of the Company. As promptly as practicable after the ClosingEffective Time, each holder of an outstanding certificate or certificates theretofore Stock Certificates formerly representing shares of Company Common Stock shall surrender the same are presented to the Exchange Agent and Surviving Corporation or the Principal Shareholder, such holder Stock Certificates shall be entitled surrendered and cancelled in return for the payments contemplated by Section 1.9. (d) No interest shall accrue or be paid on the cash payable upon the delivery of Stock Certificates or Letters of Transmittal. Neither the Principal Shareholder nor any party hereto shall be liable to receive in exchange therefor a certificate or certificates representing the number of whole shares of Purchaser Common Stock into which the shares holder of Company Common Stock were converted as for any cash or interest thereon delivered to a result public official pursuant to any applicable abandoned property, escheat or similar law. (e) In the event that any Stock Certificate shall have been lost, stolen or destroyed, the holder of such lost, stolen or destroyed Stock Certificate shall execute an affidavit addressed to the Buyer noting the fact that such Stock Certificate(s) have been lost, stolen or destroyed, each such affidavit to be in form and substance reasonably satisfactory to the Buyer. The Buyer may, in its discretion, require the owner of such lost, stolen or destroyed Stock Certificates to provide an indemnity in favor of the MergerBuyer against any claim that may be made against the Buyer with respect to the Stock Certificates alleged to have been lost, stolen or destroyed. Dividends or Notwithstanding any other distributions payable after provision of this Agreement, the Closing to holders of record after such date in respect of such shares of Purchaser Common Stock resulting from the exchange of Company Common Stock Buyer shall not have any obligation to exchange any Stock Certificate so sworn to have been lost, stolen or destroyed that may later be paid to holders thereof until certificates are surrendered submitted for exchange as aforesaid, but, upon surrender, there shall be paid to the holders of Purchaser Common Stock issued in exchange for Company Common Stock the amount of dividends or other distributions which shall have become payable to the Purchaser's stockholders of record after the date of the Closing, without interestexchange.

Surrender of Certificates. (a) On the date of the Closing, the Purchaser will deliver or prior to the Closing Date, Signal and Miragen shall agree upon and select a reputable bank, transfer agent or trust company to act as exchange agent designated for in the Merger (the "“Exchange Agent") ”). At the Effective Time, Signal shall deposit with the Exchange Agent: (i) certificates the aggregate number of book-entry shares representing the number of shares of Purchaser Common Stock that will be required for delivery Merger Consideration issuable to the stockholders of the Company Miragen Stockholders pursuant to the Merger, Section 1.5(a) and (ii) cash sufficient to make payments in lieu of fractional shares in accordance with Section 1.5(c). The book-entry shares of Signal Common Stock and cash amounts so deposited with the appropriate amount of cash to be held in trust Exchange Agent, together with any dividends or distributions received by the Exchange Agent with respect to such shares, are referred to collectively as the “Exchange Fund.” (b) Promptly after the Effective Time, the Parties shall cause the Exchange Agent to mail to the Persons who were record holders of Miragen Stock Certificates immediately prior to the Effective Time, as set forth on the Allocation Certificate: (i) a letter of transmittal in customary form; and will take such further action as may be necessary (ii) instructions for effecting the surrender of Miragen Stock Certificates in order that certificates exchange for book-entry shares of Purchaser Signal Common Stock and any fractional share cash consideration may be delivered to the stockholders of the CompanyStock. As promptly as practicable after the Closing, each holder Upon surrender of an outstanding certificate or certificates theretofore representing shares of Company Common Miragen Stock shall surrender the same Certificate to the Exchange Agent for exchange, together with a duly executed letter of transmittal and such other documents as may be reasonably required by the Exchange Agent: (A) the holder of such Miragen Stock Certificate shall be entitled to receive in exchange therefor a certificate one or certificates more book-entry shares representing the portion of the Merger Consideration (in a number of whole shares of Purchaser Signal 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 Signal Common Stock into which pursuant to the provisions of Section 1.5(c)); and (B) upon delivery of such consideration to the applicable holder in accordance with Section 1.5, the Miragen Stock Certificate so surrendered shall be canceled. Until surrendered as contemplated by this Section 1.8(b), each Miragen Stock Certificate shall be deemed, from and after the Effective Time, to represent only the right to receive shares of Company Signal Common Stock were converted (and cash in lieu of any fractional share of Signal Common Stock). If any Miragen Stock Certificate has been lost, stolen or destroyed, Signal may, in its discretion and as a result condition precedent to the delivery of any shares of Signal Common Stock, require the Merger. Dividends owner of such lost, stolen or destroyed Miragen Stock Certificate to provide an applicable affidavit with respect to such Miragen Stock Certificate and post a bond indemnifying Signal against any claim suffered by Signal related to the lost, stolen or destroyed Miragen Stock Certificate or any Signal Common Stock issued in exchange therefor as Signal may reasonably request. (c) No dividends or other distributions payable declared or made with respect to Signal Common Stock with a record date after the Closing to holders of record after such date in respect of such shares of Purchaser Common Stock resulting from the exchange of Company Common Stock shall not be paid to holders thereof until certificates are surrendered for exchange as aforesaid, but, upon surrender, there Effective Time shall be paid to the holders holder of Purchaser any unsurrendered Miragen Stock Certificate with respect to the shares of Signal Common Stock issued that such holder has the right to receive in exchange for Company Common the Merger until such holder surrenders such Miragen Stock the amount Certificate or an affidavit of dividends loss or other distributions destruction in lieu thereof in accordance with this Section 1.8 (at which time such holder shall have become payable be entitled, subject to the Purchaser's stockholders effect of record after the date of the Closingapplicable 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 Miragen Stock Certificates six months after the Closing Date shall be delivered to Signal upon demand, and any holders of Miragen Stock Certificates who have not theretofore surrendered their Miragen Stock Certificates in accordance with this Section 1.8 shall thereafter look only to Signal for satisfaction of their claims for Signal Common Stock, cash in lieu of fractional shares of Signal Common Stock and any dividends or distributions with respect to shares of Signal Common Stock. (e) Each of the Exchange Agent, Signal and the Surviving Corporation shall be entitled to deduct and withhold from any consideration deliverable pursuant to this Agreement to any holder of any Miragen Stock Certificate such amounts as are required to be deducted or withheld from such consideration under the Code or under any other applicable Legal Requirement and shall be entitled to request any reasonably appropriate Tax forms, including an IRS Form W-9 (or the appropriate IRS Form W-8, as applicable), from any recipient of payments hereunder. To the extent such amounts are so deducted or withheld, and remitted to the appropriate 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 to this Agreement shall be liable to any holder of any Miragen Stock Certificate or to any other Person with respect to any shares of Signal 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 Legal Requirement.

Surrender of Certificates. On (i) As soon as reasonably practicable after the Closing Date (and in any event within two Business Days), to the extent not previously delivered, Acquirer shall mail, or cause to be mailed by the Paying Agent, a letter of transmittal together with instructions for use thereof to every holder of record of Company Capital Stock in the form attached as Exhibit J-1 hereto (the “Letter of Transmittal (Company Capital Stock)”) and a letter of transmittal together with instructions for use thereof to every holder of Company Warrant in the form attached as Exhibit J-2 hereto (the “Letter of Transmittal (Company Warrants)” together with the Letter of Transmittal (Company Capital Stock), the “Letter of Transmittal”) that was issued and outstanding immediately prior to the Effective Time. The Letter of Transmittal (Company Capital Stock) shall specify that delivery of the certificates or instruments that immediately prior to the Effective Time represented issued and outstanding Company Capital Stock (the “Certificates”) shall be effected, and risk of loss and title to the Certificates shall pass, only upon surrender thereof (or, in the case of any lost, stolen or destroyed Certificate, compliance with Section 1.4(a)(vii)), together with a properly completed and duly executed Letter of Transmittal, duly executed on behalf of each Person effecting the surrender of such Certificates. To the extent reasonably practicable, the Company will make electronic copies of the Letter of Transmittal available in advance of Closing (by delivering electronic copies of the Letter of Transmittal to the Company’s legal counsel) to each record holder of Company Capital Stock and Company Warrants in order to allow submission of such Letter of Transmittal concurrent with the Closing. (ii) Promptly following the Closing, but in no event later than the next Business Day, Acquirer shall cause to be deposited with Citibank N.A. or other bank or trust company selected by Acquirer and reasonably satisfactory to the Company (the “Paying Agent”) the portion of the Merger Consideration payable to Company Stockholders pursuant to Section 1.3(a)(i) in respect of their shares of Company Common Stock, subject to Section 1.4(b) (which, for the avoidance of doubt, excludes the Unvested Proceeds and the Unvested Warrant Proceeds) by wire transfer of immediately available funds. (iii) As soon as reasonably practicable after the date of the Closing, the Purchaser will deliver delivery to the exchange agent designated for Paying Agent of a Certificate, together with a properly completed and duly executed Letter of Transmittal (Company Capital Stock) and any other documentation required thereby, (A) the Merger holder of record of such Certificate shall be entitled to receive (I) the "Exchange Agent"amount of cash and (II) (i) certificates representing the number of shares of Purchaser Acquirer Common Stock that will such holder has the right to receive pursuant to Section 1.3(a)(i) in respect of such Certificate, less such Converting Holder’s Pro Rata Share of the Escrow Amount (with cash and stock allocations thereof as set forth on the Spreadsheet), and (B) such Certificate shall be required for cancelled. (iv) As soon as reasonably practicable after the date of delivery to the stockholders Paying Agent of the a Letter of Transmittal (Company pursuant to the MergerWarrants) and any other documentation required thereby, (iiA) the appropriate amount of cash to be held in trust by the Exchange Agent and will take such further action as may be necessary in order that certificates for shares of Purchaser Common Stock and any fractional share cash consideration may be delivered to the stockholders of the Company. As promptly as practicable after the Closing, each holder of an outstanding certificate or certificates theretofore representing shares record of such Company Common Stock shall surrender the same to the Exchange Agent and such holder Warrant shall be entitled to receive the amount of cash that such holder has the right to receive pursuant to Section 1.3(a)(iii) in respect of such Company Warrant and (B) such Company Warrant shall be cancelled. (v) Any certificates or book-entry entitlements representing the shares of Acquirer Common Stock to be issued pursuant to Section 1.3(a) shall bear the following legends to the extent applicable (along with any other legends that may be required under Applicable Law): “THE SHARES EVIDENCED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR UNDER APPLICABLE STATE SECURITIES LAWS AND HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF. NO SUCH SALE OR DISTRIBUTION MAY BE EFFECTED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR AN OPINION OF COUNSEL FOR THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT OR APPLICABLE STATE SECURITIES LAWS.” It is Acquirer’s current policy not to issue stock certificates representing shares of its capital stock, and all new issuances of capital stock are reflected on Acquirer’s books and records in book entry only, with appropriate notations reflecting the applicable legends. (vi) Promptly following the Closing, but in no event later than the next Business Day, Acquirer will instruct the Paying Agent, subject to any applicable Vesting Agreement or other vesting restrictions, (A) (I) to pay to each Converting Holder by check or wire transfer of same‑day funds the aggregate amount of cash payable to such Converting Holder pursuant to Section 1.3(a)(i), less such Converting Holder’s Pro Rata Share of the Cash Escrow Amount, and (II) to deliver to each Converting Holder the aggregate number of shares of Acquirer Common Stock issuable to such Converting Holder pursuant to Section 1.3(a)(i), less such Converting Holder’s Pro Rata Share of the Stock Escrow Amount, in each case other than in respect of Dissenting Shares to holders thereof, and (B) to pay to each Company Warrantholder by check or wire transfer of same-day funds the aggregate amount of cash payable to such Company Warrantholder pursuant to Section 1.3(a)(iii), in each case as promptly as practicable following, in the case of Company Capital Stock, the submission of a Certificate to the Paying Agent and a duly executed Letter of Transmittal (Company Capital Stock) by such Converting Holder and in the case of Company Warrants, the submission of a duly executed Letter of Transmittal (Company Warrants) by such Company Warrantholder. (vii) 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 such Person agreeing to indemnify the Paying Agent and Acquirer for the consequences thereof, the Paying Agent will pay and deliver, respectively, in exchange therefor a certificate for such lost, stolen or certificates representing destroyed document the number applicable portion of whole shares the Merger Consideration payable and issuable, respectively, pursuant to Section 1.3(a)(i) in respect of Purchaser Common Stock into which the their shares of Company Common Stock were converted as a result Stock, less the applicable portion of such Converting Holder’s Pro Rata Share of the Merger. Dividends or other distributions payable after the Closing to holders of record after such date in respect of such shares of Purchaser Common Stock resulting from the exchange of Company Common Stock shall not be paid to holders thereof until certificates are surrendered for exchange as aforesaid, but, upon surrender, there shall be paid to the holders of Purchaser Common Stock issued in exchange for Company Common Stock the amount of dividends or other distributions which shall have become payable to the Purchaser's stockholders of record after the date Cash Escrow Amount and of the Closing, without interestStock Escrow Amount.

Surrender of Certificates. On the date of (a) At or prior to the Closing, the Purchaser will deliver Bourbon shall deposit, or shall cause to the be deposited, with an exchange agent designated for the Merger selected by Bourbon, and reasonably acceptable to Kentucky First (the "Exchange Agent") (i) certificates representing ), the number aggregate Merger Consideration to which holders of shares of Purchaser Kentucky First Common Stock that will shall be required entitled at the Effective Time pursuant to Section 2.05 (the "Exchange Fund"). (b) On the Closing Date, Bourbon shall have available for delivery to the stockholders of Kentucky First, and as soon as reasonably practicable, but no later than ten (10) Business Days, after the Company Effective Time, the Exchange Agent shall mail to each holder of record of a certificate(s) that immediately prior to the Effective Time represented outstanding shares of Kentucky First Common Stock ("Kentucky First Certificates") that were converted into the right to receive the Merger Consideration pursuant to the MergerSection 2.05, (i) a letter of transmittal which letter shall be in customary form and have such other provisions as Bourbon may reasonably specify, and (ii) instructions for use in effecting the appropriate amount surrender of cash the Kentucky First Certificates in exchange for the Merger Consideration. Upon surrender of a Kentucky First Certificate for cancellation to be held in trust the Exchange Agent together with such letter of transmittal, duly executed, and such other documents reasonably required by the Exchange Agent and will take such further action as may be necessary in order that certificates for shares of Purchaser Common Stock and any fractional share cash consideration may be delivered to accordance with customary exchange practices, the stockholders holder of the Company. As promptly as practicable after the Closing, each holder of an outstanding certificate or certificates theretofore representing shares of Company Common Stock shall surrender the same to the Exchange Agent and such holder Kentucky First Certificate shall be entitled to receive in exchange therefor a certificate or certificates representing cash that such holder has the number of whole shares of Purchaser Common Stock into which the shares of Company Common Stock were converted as a result of the Merger. Dividends or other distributions payable after the Closing right to holders of record after such date receive in respect of such the Kentucky First Certificates surrendered pursuant to Section 2.05 (after taking into account all shares of Purchaser Kentucky First Common Stock resulting from held by such holder immediately prior to the exchange Effective Time). The Exchange Agent shall make such payments no later than ten (10) Business Days following receipt of Company the documents referred to in the previous sentence. In the event of a transfer of ownership of Kentucky First Common Stock that is not registered in the transfer records of Kentucky First, a check for the aggregate Merger Consideration due may be issued to a transferee if the Kentucky First Certificate representing such Kentucky First Common Stock is presented to the Exchange Agent, accompanied by all documents required to evidence and effect such transfer and by evidence that any applicable stock transfer taxes have been paid. Until surrendered as contemplated by this Section 2.06, each Kentucky First Certificate shall not be paid deemed at any time after the Effective Time to holders thereof until certificates are surrendered represent only the right to receive upon such surrender the aggregate Merger Consideration due. (c) In the event any Kentucky First Certificates have been lost, stolen or destroyed, the Exchange Agent shall issue in exchange for exchange as aforesaidsuch lost, butstolen or destroyed Certificates, upon surrenderthe making of an affidavit of the facts relating thereto by the holder(s) thereof, there shall the consideration as may be paid required pursuant thereto; provided, however, that Bourbon may, in its discretion, and as a condition precedent to the issuance thereof, require the owners of such lost, stolen or destroyed Certificates to deliver a bond in such sum as it may reasonably direct as indemnity against any claim that may be made against Bourbon, Kentucky First or the Exchange Agent or any other party with respect to the Certificates alleged to have been lost, stolen or destroyed. (d) Any portion of the Exchange Fund which remains undistributed to the holders of Purchaser Kentucky First Certificates for one year after the Effective Time shall be delivered to the Surviving Corporation or otherwise on the instruction of Bourbon and any holders of the Kentucky First Certificates who have not theretofore complied with this Section 2.06 shall thereafter look only to the Surviving Corporation and Bourbon for the Merger Consideration with respect to the shares of Kentucky First Common Stock issued in exchange for Company formerly represented thereby to which such holders are entitled pursuant to Section 2.05 and 2.06 of this Agreement. Any such portion of the Exchange Fund remaining unclaimed by holders of Kentucky First Common Stock five years after the amount of dividends Effective Time (or other distributions which shall have such earlier date immediately prior to such time as such amounts would otherwise escheat to or become payable subject to the Purchaser's stockholders abandoned property law of record after any jurisdiction) shall, to the date extent permitted by law, become the property of Bourbon or the Surviving Corporation free and clear of any claims or interest of any Person previously entitled thereto. (e) The Exchange Agent shall invest any cash included in the Exchange Fund as directed by Bourbon, provided that such investments shall be invested solely in (a) marketable obligations of, or obligations guaranteed by, the United States of America, and/or (b) interests in any open-end or closed-end management type investment company or investment trust registered under the Investment Company Act of 1940, the portfolio of which is limited to obligations of, or obligations guaranteed by, the United States or any agency thereof ("Federal Obligations") and to agreements to repurchase Federal Obligations that are at least 100% collateralized by Federal Obligations marked to market on a daily basis. Any interest and other income resulting from such investments shall promptly be paid to Bourbon. (f) Bourbon shall deduct and withhold from the Merger Consideration otherwise payable pursuant to this Agreement to any holder of shares of Kentucky First Common Stock such amounts as it is required to deduct and withhold with respect to the making of such payment under the Code and the rules and regulations promulgated thereunder, or any provision of applicable law. To the extent that amounts are so deducted and withheld by Bourbon, such deducted and withheld amounts shall be treated for all purposes of this Agreement as having been paid to the holder of the Closingshares of Kentucky First Common Stock in respect to which such deduction and withholding were made by Bourbon. (g) None of Bourbon, without interestthe Surviving Corporation, or Kentucky First or the Exchange Agent shall be liable to any Person in respect of any Merger Consideration from the Exchange Fund delivered to a public official pursuant to any applicable abandoned property, escheat or similar law.

Surrender of Certificates. (a) On the date of the Closing, the Purchaser will deliver or prior to the exchange Closing Date, Parent shall select a reputable bank or trust company reasonably acceptable to the Company to act as paying agent designated for in the Merger (the "Exchange “Paying Agent"”). Promptly after the Effective Time, Parent shall cause to be deposited with the Paying Agent cash sufficient to make payments of the cash consideration payable pursuant to Section 1.5 (the “Payment Fund”). The Payment Fund shall be invested by the Paying Agent as directed by Parent. (b) Promptly after the Effective Time, the Paying Agent will mail to the Persons who were record holders of Company Stock Certificates immediately prior to the Effective Time: (i) certificates representing the number a letter of shares transmittal in customary form and containing such provisions as Parent may reasonably specify (including provisions confirming that delivery of Purchaser Common Company Stock that will Certificates shall be required for effected, and risk of loss and title to Company Stock Certificates shall pass, only upon delivery of such Company Stock Certificates to the stockholders of the Company pursuant to the Merger, Paying Agent); and (ii) instructions for use in effecting the appropriate amount surrender of cash Company Stock Certificates in exchange for the merger consideration set forth in Section 1.5. Upon surrender of a Company Stock Certificate to be held in trust by the Exchange Paying Agent for exchange, together with a duly executed letter of transmittal and will take such further action other documents as may be necessary in order that certificates for shares of Purchaser Common Stock and any fractional share cash consideration may be delivered to reasonably required by the stockholders of Paying Agent or Parent: (A) the Company. As promptly as practicable after the Closing, each holder of an outstanding certificate or certificates theretofore representing shares of such Company Common Stock shall surrender the same to the Exchange Agent and such holder Certificate shall be entitled to receive in exchange therefor a certificate or certificates representing the number cash consideration that such holder has the right to receive pursuant to the provisions of whole shares Section 1.5, in full satisfaction of Purchaser Common Stock into which all rights pertaining to the shares of Company Common Stock were converted formerly represented by such Company Stock Certificate; and (B) the Company Stock Certificate so surrendered shall be canceled. In the event of a transfer of ownership of any shares of Company Common Stock which are not registered in the transfer records of the Company, payment of merger consideration hereunder may be made to a Person other than the holder in whose name the Company Stock Certificate formerly representing such shares is registered if (1) any such Company Stock Certificate shall be properly endorsed or otherwise be in proper form for transfer and (2) such holder shall have paid any fiduciary or surety bonds and any transfer or other similar Taxes required by reason of the payment of such merger consideration hereunder to a Person other than such holder (or shall have established to the reasonable satisfaction of Parent and Paying Agent that such bonds and Taxes have been paid or are not applicable). 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 merger consideration pursuant to the provisions of Section 1.5. If any Company Stock Certificate shall have been lost, stolen or destroyed, Parent may, in its discretion and as a result condition precedent to the delivery of any merger consideration with respect to the Mergershares 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 a sum not to exceed the number of shares represented by such lost, stolen or destroyed Company Stock Certificate multiplied by the Per Share Consideration) as indemnity against any claim that may be made against the Paying Agent, Parent, Merger Sub or the Surviving Corporation with respect to such Company Stock Certificate. Dividends No interest shall be paid or other distributions will accrue on any cash payable after the Closing to holders of record after such date Company Stock Certificates pursuant to the provisions of this Section 1.7. The letter of transmittal, instructions and other documents sent in respect of such shares of Purchaser Common Stock resulting from connection with the exchange of Company Stock Certificates shall be in a form and contain such provisions as are reasonably acceptable to the Company. (c) Any portion of the Payment Fund that remains undistributed to holders of Company Stock Certificates as of the date that is 360 days after the date on which the Merger becomes effective 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 Paying Agent, Parent, Merger Sub and the Surviving Corporation shall be entitled to deduct and withhold from any consideration payable or otherwise deliverable pursuant to this Agreement to any holder or former holder of Company Common Stock shall not such amounts as may be paid required to holders thereof until certificates be deducted or withheld from such consideration under the Code or any provision of state, local or foreign tax Legal Requirement or under any other applicable Legal Requirement. To the extent such amounts are surrendered for exchange as aforesaidso deducted or withheld, but, upon surrender, there such amounts shall be treated for all purposes under this Agreement as having been paid to the holders Person to whom such amounts would otherwise have been paid. (e) If any Company Stock Certificate has not been surrendered by the earlier of: (i) the fifth anniversary of Purchaser Common the date on which the Merger becomes effective; or (ii) the date immediately prior to the date on which the cash amount that such Company Stock issued in exchange for Certificate represents the right to receive would otherwise escheat to or become the property of any Governmental Body, then such cash amount shall, to the extent permitted by applicable Legal Requirements, become the property of the Surviving Corporation, free and clear of any claim or interest of any Person previously entitled thereto. (f) None of Parent, Merger Sub, the Surviving Corporation and the Paying Agent shall be liable to any holder or former holder of Company Common Stock the amount of dividends or to any other distributions which shall have become payable Person with respect to the Purchaser's stockholders of record after the date of the Closingany merger consideration delivered to any public official pursuant to any applicable abandoned property Legal Requirement, without interestescheat Legal Requirement or similar Legal Requirement.

Surrender of Certificates. On (a) Upon surrender of certificates (the date of the Closing, the Purchaser will deliver “Certificates”) that immediately prior to the exchange agent designated for Effective Time represented outstanding Priveco Ordinary Shares that were converted into the Merger (right to receive the "Exchange Agent") (i) certificates representing the number of shares of Purchaser Common Stock that will be required for delivery to the stockholders of the Company Per Share Consideration pursuant to the Merger, (ii) the appropriate amount of cash Section 2.9 for cancellation to be held in trust by the Exchange Agent and will take Pubco or to such further action other agent or agents as may be necessary appointed by Pubco, together with a certificate of such Priveco Shareholder as set forth on Schedule 1 hereto for any Priveco Shareholder that is a non-U.S. shareholder and as set forth on Schedule 2 hereto for any Priveco Shareholder that is a U.S. shareholder, duly completed and validly executed in order that certificates for shares accordance with the instructions thereto, the holders of Purchaser Common Stock and any fractional share cash consideration may be delivered to the stockholders of the Company. As promptly as practicable after the Closing, each holder of an outstanding certificate or certificates theretofore representing shares of Company Common Stock shall surrender the same to the Exchange Agent and such holder Certificates shall be entitled to receive in exchange therefor a certificate the Per Share Consideration into which their Priveco Ordinary Shares were converted at the Effective Time (rounded to the nearest whole share after aggregating all Priveco Ordinary Shares held by such holder), and the Certificates so surrendered shall forthwith be canceled. Until so surrendered, outstanding Certificates will be deemed from and after the Effective Time for all corporate purposes to evidence only the right to receive the Per Share Consideration into which such Priveco Ordinary Shares have been converted and, if applicable, any dividends or distributions payable pursuant to Section 2.9. (b) Following surrender of any such Certificates, as soon as reasonably practicable after the Effective Time Pubco shall deliver to the record holders thereof, certificates representing the number of whole shares of Purchaser Common Stock into which the shares of Company Common Stock were converted as a result of the Merger. Dividends or other distributions payable after the Closing to holders of record after such date in respect of such shares of Purchaser Common Stock resulting from the exchange of Company Common Stock shall not be paid to holders thereof until certificates are surrendered for exchange as aforesaid, but, upon surrender, there shall be paid to the holders of Purchaser Pubco Common Stock issued in exchange for Company Common Stock therefor and the amount of any such dividends or other distributions which shall have become payable to the Purchaser's stockholders of with a record date after the date Effective Time payable with respect to such whole shares of the Closing, without interestPubco Common Stock.

Surrender of Certificates. On the date of the Closing, the Purchaser will deliver to the exchange agent designated for the Merger (the "Exchange Agent") (i) certificates representing the number of shares of Purchaser Common Stock that will be required for delivery to the stockholders of the Company pursuant to the Merger, (ii) the appropriate amount of cash to be held in trust by the Exchange Agent and will take such further action As soon as may be necessary in order that certificates for shares of Purchaser Common Stock and any fractional share cash consideration may be delivered to the stockholders of the Company. As promptly as reasonably practicable after the Closing, each to the extent not previously delivered, Acquirer (or the Paying Agent) shall mail, or cause to be mailed, a letter of transmittal together with instructions for use thereof, which shall be in the form attached hereto as Exhibit N (the “Letter of Transmittal”), to every holder of record of Company Capital Stock that was issued and outstanding immediately prior to the Effective Time to the extent that such holder has not executed and delivered a Letter of Transmittal prior to the Closing. The Letter of Transmittal shall specify that delivery of the certificates or instruments that immediately prior to the Effective Time represented issued and outstanding Company Capital Stock (the “Certificates”) shall be effected, and risk of loss and title to the Certificates shall pass, only upon receipt thereof by Paying Agent (or, in the case of any lost, stolen or destroyed Certificate, compliance with Section 1.4(a)(v)), together with a properly completed and duly executed Letter of Transmittal, duly executed on behalf of each Person effecting the surrender of such Certificates, including an outstanding certificate agreement to be bound by the provisions of Section 1.5 and Article VIII and agree to release, solely in his, her or certificates theretofore representing 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. (ii) At the Closing Acquirer shall cause to be deposited with JPMorgan Chase Bank, N.A (the “Paying Agent”) the portion of the Merger Consideration payable to Company Stockholders pursuant to Section 1.3(a)(i) in respect of their shares of Company Common Stock shall surrender Capital Stock, subject to Section 1.4(d) and Section 1.4(e). (iii) As soon as reasonably practicable after the same date of delivery to the Exchange Paying Agent of a Certificate, together with a properly completed and duly executed Letter of Transmittal (including any applicable attachments thereto or other documentation required thereby), (A) the holder of record of such holder Certificate shall be entitled to receive in exchange therefor a certificate or certificates representing the number amount of whole shares of Purchaser Common Stock into which cash that such holder has the shares of Company Common Stock were converted as a result of the Merger. Dividends or other distributions payable after the Closing right to holders of record after such date receive pursuant to Section 1.3(a)(i) in respect of such shares Certificate, subject to Section 1.4(d) and Section 1.4(e), and (B) such Certificate shall be cancelled. (iv) As soon as reasonably practicable after receipt of Purchaser Common Stock resulting written confirmation of the effectiveness of the Merger from the exchange Secretary of State of the State of Delaware, Acquirer will instruct the Paying Agent to pay to each Company Common Stock shall not be paid Stockholder by check or wire transfer of same-day funds the aggregate amount of cash payable to such Company Stockholder pursuant to Section 1.3(a)(i), subject to Section 1.4(d) and Section 1.4(e), other than in respect of Dissenting Shares to holders thereof until certificates are surrendered for exchange thereof, as aforesaidpromptly as practicable (and in any event within three Business Days) following the submission of a Certificate to the Paying Agent and a duly executed Letter of Transmittal (including any applicable attachments thereto or other documentation required thereby) by such Company Stockholder. (v) If any Certificate shall have been lost, butstolen or destroyed, upon surrenderthe making of an affidavit of that fact by the Person claiming such document to be lost, there shall be paid to stolen or destroyed, the holders of Purchaser Common Stock issued Paying Agent will pay in exchange for Company Common Stock such lost, stolen or destroyed document the amount of dividends or other distributions which shall have become payable to the Purchaser's stockholders of record after the date applicable portion of the ClosingMerger Consideration payable pursuant to Section 1.3(a)(i), without interestsubject to subject to Section 1.4(d) and Section 1.4(e).

Surrender of Certificates. On (i) As soon as reasonably practicable after the Closing Date, to the extent not previously delivered, Acquirer shall mail, or cause to be mailed, a letter of transmittal in customary form together with instructions for use thereof (the “Letter of Transmittal”) to every holder of record of Company Capital Stock that was issued and outstanding immediately prior to the First Effective Time. The Letter of Transmittal shall specify that delivery of the certificates or instruments that immediately prior to the First Effective Time represented issued and outstanding Company Capital Stock (the “Certificates”) shall be effected, and risk of loss and title to the Certificates shall pass, only upon receipt thereof by Acquirer (or, in the case of any lost, stolen or destroyed Certificate, compliance with Section 1.4(a)(vii)), 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 Acquirer may reasonably specify, including that the Company Stockholders agree to be bound by the provisions of Sections 1.5 and 9.1 and Article 8 and agree to release the Company, the First Step Surviving Corporation and the Final Surviving Corporation from any claims, rights, Liabilities and causes of action whatsoever based upon, relating to or arising out of the Certificates, the First Merger, the Second Merger or the other Transactions (subject to customary exceptions). The mailing shall also request all identification and other documentation required by the Transfer Agent to be delivered by each Company Stockholder for purposes of establishing a book entry share account for such Company Stockholder with the Transfer Agent. (ii) As soon as reasonably practicable after the Closing, Acquirer shall cause to be deposited with U.S. Bank, National Association or other bank or trust company as Acquirer may choose in its discretion (the “Paying Agent”) the cash portion of the Merger Consideration payable pursuant to Section 1.3(a)(i)(A), other than any Restricted Merger Consideration. (iii) As soon as reasonably practicable after the date of the Closing, the Purchaser will deliver delivery to the exchange agent designated for Paying Agent of a Certificate, together with a properly completed and duly executed Letter of Transmittal and any other documentation required thereby, (A) the Merger holder of record of such Certificate shall be entitled to receive (I) the "Exchange Agent"amount of cash and (II) (i) certificates representing the number of shares of Purchaser Parent Common Stock that will be required for delivery such holder has the right to the stockholders of the Company receive pursuant to the Merger, (iiSections 1.3(a)(i)(A) the appropriate amount of cash to be held in trust by the Exchange Agent and will take such further action as may be necessary in order that certificates for shares of Purchaser Common Stock and any fractional share cash consideration may be delivered to the stockholders of the Company. As promptly as practicable after the Closing, each holder of an outstanding certificate or certificates theretofore representing shares of Company Common Stock shall surrender the same to the Exchange Agent and such holder shall be entitled to receive in exchange therefor a certificate or certificates representing the number of whole shares of Purchaser Common Stock into which the shares of Company Common Stock were converted as a result of the Merger. Dividends or other distributions payable after the Closing to holders of record after such date 1.3(a)(i)(B) in respect of such Certificate, and (B) such Certificate shall be cancelled. (iv) Any certificates evidencing the shares of Purchaser Parent Common Stock resulting from (if such shares are certificated) to be issued pursuant to Section 1.3(a)(i) shall bear the exchange following legend (along with any other legends that may be required under Applicable Law): “(1) THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR UNDER APPLICABLE STATE SECURITIES LAWS AND HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF IN VIOLATION OF THE SECURITIES ACT OF 1933. NO SUCH SALE OR DISTRIBUTION MAY BE EFFECTED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR AN OPINION OF COUNSEL THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT OF 1933 OR APPLICABLE STATE SECURITIES LAWS.” (v) In addition to the legend required pursuant to Section 1.4(a)(iv), any certificates evidencing the shares of Company Parent Common Stock shall not be paid to holders thereof until certificates (if such shares are surrendered for exchange as aforesaid, but, upon surrender, there shall be paid certificated) that are contributed to the holders of Purchaser Common Stock issued in exchange for Company Common Stock Escrow Fund shall also bear the amount of dividends or other distributions which shall have become payable to the Purchaser's stockholders of record after the date of the Closing, without interest.following legend:

Surrender of Certificates. On the date of (a) The Company will mail or cause to be mailed prior to the Closing: to each holder of Company Common Shares, a letter of transmittal in the form attached hereto as Exhibit C-1 and to each holder of Company Preferred Shares, a letter of transmittal substantially in the form attached hereto as Exhibit C-2, (collectively, the Purchaser will deliver to the exchange agent designated for the Merger (the "Exchange Agent") (i) certificates representing the number “Letter of shares of Purchaser Common Stock Transmittal”), which shall specify that will delivery shall be required for delivery to the stockholders effected only upon proper surrender of the Company pursuant Stock Certificates together with such Letter of Transmittal properly completed and duly executed to the MergerRepresentative and the Company, and instructions for use in surrendering such Company Stock Certificates and receiving the consideration described in Section 2.9(a)(v) and Section 2.9(a)(vi), as applicable (iisubject to adjustment in accordance with Sections ‎Section 2.9(c) and Section 8.1(a)(iii)) in respect of the appropriate amount of cash Company Common Shares and/or Company Preferred Share evidenced thereby. Until so surrendered, each such Company Stock Certificates shall represent solely the right to be held receive at the Effective Time the consideration described in trust by Section 2.9(a)(v) and Section 2.9(a)(vi), as applicable (subject to adjustment in accordance with Section 2.9(c) and Section 8.1(a)(iii)) relating to the Exchange Agent and will take such further action Company Common Shares and/or Company Preferred Shares represented thereby; provided, that notwithstanding anything to the contrary in this Agreement, except as may be necessary in order that certificates for shares of Purchaser Common Stock and required pursuant to Applicable Law, no payments shall be made hereunder to any fractional share cash consideration may be delivered to the stockholders holder of the Company. As promptly as practicable after Company Common Shares or Company Preferred Shares unless and until such Person has complied with this Section 2.13 (including, for the Closingavoidance of doubt, each the delivery by such holder of a properly completed and duly executed Letter of Transmittal and the surrendering of such holder’s Company Stock Certificates or an outstanding certificate affidavit of loss in lieu thereof). Any Letter of Transmittal or certificates theretofore representing shares of Company Common Stock shall surrender the same Certificate received prior to the Exchange Agent and such holder Closing shall be entitled deemed effective immediately following the Effective Time. Any amounts otherwise payable to receive any such Person who has not complied with this Section 2.13 (including any amounts that may become payable in exchange therefor a certificate accordance with ‎Section 2.9(c) and Section 8.1(a)(iii) hereof) shall instead be retained by, or certificates representing distributed to, the number of whole shares of Purchaser Common Representative for payment to such Person following compliance with this Section 2.13. (b) If any Company Stock into which the shares of Company Common Stock were converted as a result of the Merger. Dividends Certificate shall have been lost, stolen or other distributions payable after the Closing to holders of record after such date in respect of such shares of Purchaser Common Stock resulting from the exchange of Company Common Stock shall not be paid to holders thereof until certificates are surrendered for exchange as aforesaid, butdestroyed, upon surrenderthe making of an affidavit of, there and agreeing to indemnify Parent and the Representative with respect to, that fact by the person claiming such Company Stock Certificate to be lost, stolen or destroyed, the Representative shall be paid to the holders of Purchaser Common Stock issued pay in exchange for such lost, stolen or destroyed Company Common Stock Certificate the amount of dividends or other distributions which shall have become payable to the Purchaser's stockholders of record after the date of the Closing, without interestpayment deliverable in respect thereof determined in accordance with this ARTICLE II.

Surrender of Certificates. On Prior to the date of the ClosingEffective Time, the Purchaser will deliver ZiaSun shall designate its legal counsel, Wenthur & Chachas, to act as the exchange agent designated for the Merger (the "Exchange Agent") (i) certificates representing in the Merger. Promptly after the Effective Time, ZiaSun shall make available to the Exchange Agent for exchange in accordance with this Section 1.7, the aggregate number of shares of Purchaser ZiaSun Common Stock that will be required for delivery to the stockholders of the Company issuable pursuant to Section 1.5 in exchange for all issued and outstanding shares of Prepress Common Stock. Promptly after the MergerEffective Time, (ii) the appropriate amount of cash Surviving Corporation shall cause to be held in trust by the Exchange Agent and will take such further action as may be necessary in order that certificates for shares of Purchaser Common Stock and any fractional share cash consideration may be delivered mailed to the stockholders of the Company. As promptly as practicable after the Closing, each holder of an outstanding record of a certificate or certificates theretofore representing (the "Certificates") which immediately prior to the Effective Time represented outstanding shares of Company Prepress Common Stock whose shares were converted to the right to receive shares of ZiaSun Common Stock pursuant to Section 1.5, (i) a letter of transmittal (which shall surrender specify that delivery shall be effected, and the same 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 ZiaSun may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for certificates representing shares of ZiaSun Common Stock. Upon surrender of a Certificate for cancellation to the Exchange Agent together with such letter of transmittal duly completed and validly executed in accordance with the instructions thereto, the holder of the Certificate shall be entitled to receive in exchange therefor therefore a certificate or certificates representing the number of whole shares of Purchaser ZiaSun Common Stock plus cash in lieu of fractional shares in accordance with Section 1.5, to which such holder is entitled pursuant to Section 1.5, and the Certificate so surrendered shall forthwith be canceled. Until so surrendered, each outstanding Certificate that, prior to the Effective Time, represented shares of Prepress Common Stock will be deemed from and after the Effective Time, for all corporate purposes, to evidence the ownership of the number of full shares of ZiaSun Common Stock into which the shares of Company Common Stock were converted as a result of the Merger. Dividends or other distributions payable after the Closing to holders of record after such date in respect of such shares of Purchaser Common Stock resulting from the exchange of Company Prepress Common Stock shall not be paid and have been so converted and the right to holders thereof until certificates are surrendered for exchange as aforesaid, but, upon surrender, there shall be paid to the holders of Purchaser Common Stock issued receive an amount in exchange for Company Common Stock the amount of dividends or other distributions which shall have become payable to the Purchaser's stockholders of record after the date cash in lieu of the Closing, without interestissuance of any fractional shares in accordance with Section 1.5.

Surrender of Certificates. (a) On the date of the Closing, the Purchaser will deliver or prior to the Closing Date, Threshold and Molecular shall agree upon and select a reputable bank, transfer agent or trust company to act as exchange agent designated for in the Merger (the "“Exchange Agent") ”). At the Effective Time, Threshold shall deposit with the Exchange Agent: (i) certificates the aggregate number of book-entry shares representing the number of shares of Purchaser Common Stock that will be required for delivery Merger Consideration issuable to the stockholders of the Company Molecular Stockholders pursuant to the Merger, Section 1.5(a) and (ii) cash sufficient to make payments in lieu of fractional shares in accordance with Section 1.5(c). The book-entry shares of Threshold Common Stock and cash amounts so deposited with the appropriate amount of cash to be held in trust Exchange Agent, together with any dividends or distributions received by the Exchange Agent with respect to such shares, are referred to collectively as the “Exchange Fund.” (b) Promptly after the Effective Time, the Parties shall cause the Exchange Agent to mail to the Persons who were record holders of Molecular Stock Certificates immediately prior to the Effective Time, as set forth on the Allocation Certificate: (i) a letter of transmittal in customary form; and will take such further action as may be necessary (ii) instructions for effecting the surrender of Molecular Stock Certificates in order that certificates exchange for book-entry shares of Purchaser Threshold Common Stock. Upon surrender of a Molecular Stock and any fractional share cash consideration may be delivered to the stockholders of the Company. As promptly as practicable after the Closing, each holder of an outstanding certificate or certificates theretofore representing shares of Company Common Stock shall surrender the same Certificate to the Exchange Agent for exchange, together with a duly executed letter of transmittal and such other documents as may be reasonably required by the Exchange Agent: (A) the holder of such Molecular Stock Certificate shall be entitled to receive in exchange therefor a certificate one or certificates more book-entry shares representing the portion of the Merger Consideration (in a number of whole shares of Purchaser Threshold 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 Threshold Common Stock into which pursuant to the provisions of Section 1.5(c)); and (B) upon delivery of such consideration to the applicable holder in accordance with Section 1.5, the Molecular Stock Certificate so surrendered shall be canceled. Until surrendered as contemplated by this Section 1.8(b), each Molecular Stock Certificate shall be deemed, from and after the Effective Time, to represent only the right to receive shares of Company Threshold Common Stock were converted (and cash in lieu of any fractional share of Threshold Common Stock). If any Molecular Stock Certificate has been lost, stolen or destroyed, Threshold may, in its discretion and as a result condition precedent to the delivery of any shares of Threshold Common Stock, require the Merger. Dividends owner of such lost, stolen or destroyed Molecular Stock Certificate to provide an applicable affidavit with respect to such Molecular Stock Certificate and post a bond indemnifying Threshold against any claim suffered by Threshold related to the lost, stolen or destroyed Molecular Stock Certificate or any Threshold Common Stock issued in exchange therefor as Threshold may reasonably request. (c) No dividends or other distributions payable declared or made with respect to Threshold Common Stock with a record date after the Closing to holders of record after such date in respect of such shares of Purchaser Common Stock resulting from the exchange of Company Common Stock shall not be paid to holders thereof until certificates are surrendered for exchange as aforesaid, but, upon surrender, there Effective Time shall be paid to the holders holder of Purchaser any unsurrendered Molecular Stock Certificate with respect to the shares of Threshold Common Stock issued that such holder has the right to receive in exchange for Company Common the Merger until such holder surrenders such Molecular Stock the amount Certificate or an affidavit of dividends loss or other distributions destruction in lieu thereof in accordance with this Section 1.8 (at which time such holder shall have become payable be entitled, subject to the Purchaser's stockholders effect of record after the date of the Closingapplicable 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 Molecular Stock Certificates six months after the Closing Date shall be delivered to Threshold upon demand, and any holders of Molecular Stock Certificates who have not theretofore surrendered their Molecular Stock Certificates in accordance with this Section 1.8 shall thereafter look only to Threshold for satisfaction of their claims for Threshold Common Stock, cash in lieu of fractional shares of Threshold Common Stock and any dividends or distributions with respect to shares of Threshold Common Stock. (e) Each of the Exchange Agent, Threshold and the Surviving Corporation shall be entitled to deduct and withhold from any consideration deliverable pursuant to this Agreement to any holder of any Molecular Stock Certificate such amounts as are required to be deducted or withheld from such consideration under the Code or under any other applicable Legal Requirement and shall be entitled to request any reasonably appropriate Tax forms, including an IRS Form W-9 (or the appropriate IRS Form W-8, as applicable), from any recipient of payments hereunder. To the extent such amounts are so deducted or withheld, and remitted to the appropriate 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 to this Agreement shall be liable to any holder of any Molecular Stock Certificate or to any other Person with respect to any shares of Threshold 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 Legal Requirement.

Surrender of Certificates. On Promptly after the date Effective Time and upon (a) surrender of a Certificate or an affidavit and indemnification in a form reasonably acceptable to counsel for Parent stating that such holder of the ClosingSubsidiary Common Stock, the Purchaser will deliver to Subsidiary Preferred Stock or the exchange agent designated for the Merger Subsidiary Warrant has lost his/her Certificate or that such have been destroyed and (b) execution and delivery of a customary letter of transmittal (the "Exchange “Letter of Transmittal”) prepared by Parent or Broadridge Corporate Issuer Solutions, Inc. (the “Payment Agent") (i) certificates representing the number of shares of Purchaser Common Stock that will be required for delivery to the stockholders ”), each record holder of the Company pursuant to Subsidiary Common Stock, the Merger, (ii) Subsidiary Preferred Stock or the appropriate amount Subsidiary Warrant surrendering such Certificate or providing affidavit and delivering Letter of cash to be held in trust by the Exchange Agent and will take such further action as may be necessary in order that certificates for shares of Purchaser Common Stock and any fractional share cash consideration may be delivered to the stockholders of the Company. As promptly as practicable after the Closing, each holder of an outstanding certificate or certificates theretofore representing shares of Company Common Stock shall surrender the same to the Exchange Agent and such holder Transmittal shall be entitled to receive in exchange therefor a certificate cash in an amount of payment that such holder of such Subsidiary Common Stock, Subsidiary Preferred Stock or certificates representing Subsidiary Warrant shall be entitled to receive as set forth in Sections 2(a), 2(d) and 3(b) hereof. Until the number Certificate or affidavit is surrendered together with the letter of whole transmittal as contemplated by this Section 4 and in accordance with the instructions accompanying the Letter of Transmittal, each Certificate or affidavit that immediately prior to the Effective Time represented any outstanding shares of Purchaser the Subsidiary Common Stock into which or the shares Subsidiary Preferred Stock or outstanding Subsidiary Warrant shall be deemed at and after the Effective Time to represent only the right to receive upon surrender as aforesaid the consideration specified in Sections 2(a), 2(d) and 3(b) hereof for the holder thereof or to perfect any rights of Company Common Stock were converted as a result appraisal that such holder may have pursuant to the applicable provisions of the Merger. Dividends or other distributions payable after the Closing to holders of record after such date in respect of such shares of Purchaser Common Stock resulting from the exchange of Company Common Stock shall not be paid to holders thereof until certificates are surrendered for exchange as aforesaid, but, upon surrender, there shall be paid to the holders of Purchaser Common Stock issued in exchange for Company Common Stock the amount of dividends or other distributions which shall have become payable to the Purchaser's stockholders of record after the date of the Closing, without interestNRS.

Surrender of Certificates. On the date of the Closing, the Purchaser will deliver to the exchange agent designated for the Merger (the "Exchange Agent") (i) certificates representing the number of shares of Purchaser Common Stock that will be required for delivery to the stockholders of the Company pursuant to the Merger, (ii) the appropriate amount of cash to be held in trust by the Exchange Agent and will take such further action as may be necessary in order that certificates for shares of Purchaser Common Stock and any fractional share cash consideration may be delivered to the stockholders of the Company. As promptly soon as practicable after the Closingdate hereof but no later than promptly following the Effective Time, the Company or its designee shall mail to each holder of an record of a certificate representing outstanding certificate or certificates theretofore representing shares of Company Common Stock (collectively, the “Certificates”) (1) a letter of transmittal (which shall specify (x) that delivery of a Certificate shall be effected, and risk of loss and title to such Certificate shall pass, only upon proper delivery of such Certificate to Parent and (y) include the acknowledgment and agreement by the Company Stockholder that the Equity Agreements were automatically terminated upon the Effective Time, except for those provisions of the Equity Agreements that survive such termination in accordance with their terms) and (2) instructions for use in effecting the surrender of Certificates in exchange for the same Per Share Merger Consideration contemplated to be paid to the Exchange Agent and holders of Company Stock pursuant to this Section 2.03. As a condition precedent to each Certificate holder’s receipt of his, her or its portion of the Merger Consideration, such holder shall (A) surrender such Certificate to Parent for cancellation (or, if such Certificate has been lost, stolen or destroyed, make an affidavit of that fact with appropriate indemnification, in a form reasonably acceptable to Parent and the Representative), and (B) deliver an executed letter of transmittal. Upon receipt by Parent of the items set forth in the immediately preceding sentence (but in no event earlier than the Effective Time), the holder of such Certificate shall be entitled to receive in exchange therefor a certificate or certificates representing therefor, the number of whole shares of Purchaser Common Stock into which the shares Per Share Merger Consideration for each share of Company Common Stock were converted as a result of the Merger. Dividends or other distributions payable after represented by such Certificate, and Parent shall pay such Per Share Merger Consideration (i) on the Closing to holders of record after such date in respect of such shares of Purchaser Common Stock resulting Date if all deliveries from the exchange applicable holder of Company Common Stock shall not be paid to holders thereof until certificates are surrendered for exchange as aforesaid, but, upon surrender, there shall be paid received by Parent at least one (1) Business Day prior to the holders of Purchaser Common Stock issued in exchange for Company Common Stock the amount of dividends Closing Date or other distributions which shall have become payable to the Purchaser's stockholders of record (ii) otherwise within five (5) Business Days after the date of receipt by Parent of such deliveries from the Closingapplicable holder of Company Stock, without interestin each case by delivery of a certified or bank cashier’s check or by wire transfer, and the Certificate so surrendered shall forthwith be cancelled upon payment thereof by Parent. No interest will be paid or accrued on any portion of the Merger Consideration payable to holders of Certificates. In the event of a transfer of ownership of Company Stock that is not registered in the transfer records of the Company, payment may be made to a transferee if the Certificate representing such Company Stock 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.

Surrender of Certificates. (a) On the date of the Closing, the Purchaser will deliver or prior to the Closing Date, Axonyx and TorreyPines shall agree upon and select a reputable bank, transfer agent or trust company to act as exchange agent designated for in the Merger (the "“Exchange Agent") ”). At the Effective Time, Axonyx shall deposit with the Exchange Agent: (i) certificates representing the number of shares of Purchaser Axonyx Common Stock that will be required for delivery to the stockholders of the Company issuable pursuant to the Merger, Section 1.6(a); (ii) the appropriate amount Axonyx Merger Warrants issuable to the holders of TorreyPines Preferred Stock pursuant to Section 1.6(a); and (iii) cash sufficient to be held make payments in trust lieu of fractional shares in accordance with Section 1.6(d). The shares of Axonyx Common Stock, the Axonyx Merger Warrants and cash amounts so deposited with the Exchange Agent, together with any dividends or distributions received by the Exchange Agent with respect to such shares, are referred to collectively as the “Exchange Fund.” (b) Promptly after the Effective Time, the Parties shall cause the Exchange Agent to mail to the Persons who were record holders of TorreyPines Stock Certificates immediately prior to the Effective Time: (i) a letter of transmittal in customary form and will take containing such further action provisions as Axonyx may reasonably specify (including a provision confirming that delivery of TorreyPines Stock Certificates shall be necessary effected, and risk of loss and title to TorreyPines Stock Certificates shall pass, only upon delivery of such TorreyPines Stock Certificates to the Exchange Agent); and (ii) instructions for use in order that effecting the surrender of TorreyPines Stock Certificates in exchange for certificates for shares of Purchaser representing Axonyx Common Stock and any fractional share cash consideration may be delivered to in the stockholders case of the Companyholders of TorreyPines Preferred Stock, Axonyx Merger Warrants. As promptly as practicable after the Closing, each holder Upon surrender of an outstanding certificate or certificates theretofore representing shares of Company Common a TorreyPines Stock shall surrender the same Certificate to the Exchange Agent for exchange, together with a duly executed letter of transmittal and such other documents as may be reasonably required by the Exchange Agent or Axonyx: (A) the holder of such TorreyPines Stock Certificate shall be entitled to receive in exchange therefor a certificate or certificates representing the number of whole shares of Purchaser Axonyx Common Stock into which that such holder has the right to receive pursuant to the provisions of Section 1.6(a) (and cash in lieu of any fractional share of Axonyx Common Stock) and, in the case of holders of TorreyPines Preferred Stock, an Axonyx Merger Warrant representing the number of whole shares of Company Axonyx Common Stock were converted that such holder has the right to purchase pursuant to the provisions of Section 1.6(a); and (B) the TorreyPines Stock Certificate so surrendered shall be canceled. Until surrendered as contemplated by this Section 1.9(b), each TorreyPines Stock Certificate shall be deemed, from and after the Effective Time, to represent only the right to receive shares of Axonyx Common Stock (and cash in lieu of any fractional share of Axonyx Common Stock) and in the case of holders of TorreyPines Preferred Stock, Axonyx Merger Warrants, as contemplated by Section 1.6(a). If any TorreyPines Stock Certificate shall have been lost, stolen or destroyed, Axonyx may, in its discretion and as a result condition precedent to the delivery of any shares of Axonyx Common Stock and in the Merger. Dividends case of TorreyPines Certificates representing TorreyPines Preferred Stock, Axonyx Merger Warrants, require the owner of such lost, stolen or destroyed TorreyPines Stock Certificate to provide an applicable affidavit with respect to such TorreyPines Stock Certificate and post a bond indemnifying Axonyx against any claim suffered by Axonyx related to the lost, stolen or destroyed TorreyPines Stock Certificate or any Axonyx Common Stock, and/or any Axonyx Merger Warrants issued in exchange therefor as Axonyx may reasonably request. (c) No dividends or other distributions payable declared or made with respect to Axonyx Common Stock with a record date after the Closing to holders of record after such date in respect of such shares of Purchaser Common Stock resulting from the exchange of Company Common Stock shall not be paid to holders thereof until certificates are surrendered for exchange as aforesaid, but, upon surrender, there Effective Time shall be paid to the holders holder of Purchaser any unsurrendered TorreyPines Stock Certificate with respect to the shares of Axonyx Common Stock issued that such holder has the right to receive in exchange for Company Common the Merger until such holder surrenders such TorreyPines Stock the amount of dividends or other distributions Certificate in accordance with this Section 1.9 (at which time such holder shall have become payable be entitled, subject to the Purchaser's stockholders effect of record after the date of the Closingapplicable 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 TorreyPines Stock Certificates as of the date 180 days after the Closing Date shall be delivered to Axonyx upon demand, and any holders of TorreyPines Stock Certificates who have not theretofore surrendered their TorreyPines Stock Certificates in accordance with this Section 1.9 shall thereafter look only to Axonyx for satisfaction of their claims for Axonyx Common Stock, cash in lieu of fractional shares of Axonyx Common Stock and any dividends or distributions with respect to shares of Axonyx Common Stock. (e) Each of the Exchange Agent, Axonyx and the Surviving Corporation shall be entitled to deduct and withhold from any consideration deliverable pursuant to this Agreement to any holder of any TorreyPines Stock Certificate such amounts as Axonyx 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. 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 TorreyPines Stock Certificate or to any other Person with respect to any shares of Axonyx Common Stock (or dividends or distributions with respect thereto) or any Axonyx Merger Warrant, or for any cash amounts, delivered to any public official pursuant to any applicable abandoned property law, escheat law or similar Legal Requirement.

Surrender of Certificates. On Before any holder of Class B Common Stock shall be entitled to convert shares of Class B Common Stock into shares of Class A Common Stock, the date holder shall either (1) surrender the certificate or certificates therefor, duly endorsed, at the office of the ClosingCorporation or of any transfer agent for the Common Stock or (2) notify the Corporation or its transfer agent that such certificates have been lost, the Purchaser will deliver stolen or destroyed and execute an agreement satisfactory to the exchange agent designated for Corporation to indemnify the Merger (the "Exchange Agent") (i) certificates representing the number of shares of Purchaser Common Stock that will be required for delivery Corporation from any loss incurred by it in connection with such certificates, and shall give written notice to the stockholders Corporation at its principal corporate office, of the Company pursuant election to convert the Merger, (ii) same and shall state therein the appropriate amount of cash to be held name or names in trust by which the Exchange Agent and will take such further action as may be necessary in order that certificate or certificates for shares of Purchaser Class A Common Stock are to be issued; provided, however, that on the date of a Class B Common Stock Automatic Conversion Event, the outstanding shares of Class B Common Stock subject to such Class B Common Stock Automatic Conversion Event shall be converted automatically without any further action by the holder of such shares and any fractional share cash consideration may whether or not the certificates representing such shares are surrendered to the Corporation or its transfer agent; provided further, however, that the Corporation shall not be obligated to issue certificates evidencing the shares of Class A Common Stock issuable upon such Class B Common Stock Automatic Conversion Event unless either the certificates evidencing such shares of Class B Common Stock are delivered to the stockholders Corporation or its transfer agent as provided above, or the holder notifies the Corporation or its transfer agent that such certificates have been lost, stolen or destroyed and executes an agreement satisfactory to the Corporation to indemnify the Corporation from any loss incurred by it in connection with such certificates. Shares of the Company. As promptly as practicable after the Closing, each holder of an outstanding certificate or certificates theretofore representing Class B Common Stock that are converted into shares of Company Class A Common Stock shall surrender the same to the Exchange Agent and such holder as provided herein shall be entitled to receive in exchange therefor a certificate or certificates representing the number of whole shares of Purchaser Common Stock into which the shares of Company Common Stock were converted as a result of the Merger. Dividends or other distributions payable after the Closing to holders of record after such date in respect of such shares of Purchaser Common Stock resulting from the exchange of Company Common Stock shall cancelled and may not be paid to holders thereof until certificates are surrendered for exchange as aforesaid, but, upon surrender, there shall be paid to the holders of Purchaser Common Stock issued in exchange for Company Common Stock the amount of dividends or other distributions which shall have become payable to the Purchaser's stockholders of record after the date of the Closing, without interestreissued.

Surrender of Certificates. On (a) At and after the date of the Closing, the Purchaser will deliver Effective Time until thereafter surrendered to the Company for transfer or exchange agent designated for in the Merger (the "Exchange Agent") (i) certificates representing the number of shares of Purchaser Common Stock that will be required for delivery to the stockholders of the Company pursuant to the Merger, (ii) the appropriate amount of cash to be held in trust by the Exchange Agent and will take such further action as may be necessary in order that certificates for shares of Purchaser Common Stock and any fractional share cash consideration may be delivered to the stockholders of the Company. As promptly as practicable after the Closingordinary course, each holder of an outstanding certificate or certificates theretofore representing that immediately prior thereto represented shares of Company Common Stock, Series A-1 Preferred Stock, Series B-1 Preferred Stock, Series B Preferred Stock, Series C Preferred Stock, Series D Preferred Stock, Series E Preferred Stock shall surrender and Series F Preferred Stock will be deemed for all purposes to evidence ownership of and to represent the same to the Exchange Agent and such holder shall be entitled to receive in exchange therefor a certificate or certificates representing the number of whole shares of Purchaser Holdings Common Stock into which the shares of Company Common Stock, Series A-1 Preferred Stock, Series B-1 Preferred Stock, Series B Preferred Stock, Series C Preferred Stock, Series D Preferred Stock, Series E Preferred Stock were and Series F Preferred Stock represented by such certificate have been converted as a result herein provided and will so be registered on the books and records of Holdings and its transfer agent. (b) At and after the Effective Time, the shares of capital stock of Holdings will be uncertificated; provided, that, any shares of Holdings Common Stock that are represented by outstanding certificates of the Merger. Dividends or other distributions payable after Company pursuant to the Closing immediately preceding sentence will continue to holders of record after such date in respect of be represented by certificates as provided therein and will not be uncertificated unless and until a valid certificate representing such shares pursuant to the immediately preceding sentence is delivered to Holdings at its registered office in the Commonwealth of Purchaser Massachusetts, its principal place of business, or an officer or agent of Holdings having custody of books and records of Holdings, at which time such certificate will be canceled and in lieu of the delivery of a certificate representing the applicable shares of capital stock of Holdings, Holdings will (i) issue to such holder the applicable uncertificated shares of Holdings Common Stock resulting from by registering such shares in Holdings’ books and records as book-entry shares, upon which such shares will thereafter be uncertificated and (ii) take all action necessary to provide such holder with evidence of the exchange uncertificated book-entry shares, including any action necessary under applicable law in accordance therewith, including in accordance with Sections 6.25, 6.26 and 6.27 of the MBCA. If any certificate that prior to the Effective Time represented shares of Company Common Stock, Series A-1 Preferred Stock, Series B-1 Preferred Stock, Series B Preferred Stock, Series C Preferred Stock, Series D Preferred Stock, Series E Preferred Stock and Series F Preferred Stock shall not be paid to holders thereof until certificates are surrendered for exchange as aforesaidhave been lost, butstolen or destroyed, then, upon surrenderthe making of an affidavit of such fact by the person or entity claiming such certificate to be lost, there shall stolen or destroyed and the providing of an indemnity by such person or entity to Holdings, in form and substance reasonably satisfactory to Holdings, against any claim that may be paid made against it with respect to such certificate, Holdings will issue to such person or entity, in exchange for such lost, stolen or destroyed certificate, uncertificated shares representing the holders applicable shares of Purchaser Holdings Common Stock in accordance with the procedures set forth in the preceding sentence. (c) All Holdings Common Stock issued in exchange for Company Common Stock the amount of dividends or other distributions which shall have become payable pursuant to the Purchaser's stockholders of record after Merger will bear the date of the Closingfollowing legend: “THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, without interestAS AMENDED (THE “ACT”). THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT WITH RESPECT TO THE SECURITIES OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.”

Surrender of Certificates. On (a) Within five (5) Business Days after the date approval of the Closing, the Purchaser will deliver to the exchange agent designated for the Merger (the "Exchange Agent") (i) certificates representing the number of shares of Purchaser Common Stock that will be required for delivery to the stockholders of this Agreement has been obtained from the Company Stockholders pursuant to the MergerCompany Stockholder Written Consent, (ii) the appropriate amount of cash Company shall send or cause to be held in trust sent by physical or electronic mail to the Company Stockholders a letter of transmittal, as mutually agreeable to the Parties hereto, with such changes as may be required by the Exchange Agent and will take as are reasonably acceptable to SSMP and the Company (the “Letter of Transmittal”), together with instructions for use in effecting the surrender of Company Stock Certificates (to the extent such further action as may be necessary shares of Company Capital Stock are certificated) in order that certificates exchange for shares of Purchaser SSMP Common Stock and any fractional share cash consideration may be delivered to the stockholders of the CompanyStock. As promptly as practicable after the Closing, each holder of an outstanding certificate or certificates theretofore representing shares of Company Common Stock shall surrender the same Upon delivery to the Exchange Agent of a duly completed and validly executed Letter of Transmittal and such other documents as may be reasonably required by SSMP, and, if applicable, surrender of related Company Stock Certificate(s) (or affidavits of loss in lieu thereof in accordance with Section 1.8(b)) to the Exchange Agent for cancellation (collectively, the “Surrender Documentation”) (or, if such Surrender Documentation is delivered to the Exchange Agent prior to the Closing, then upon the Closing), (i) the holder of shares of Company Capital Stock in respect of which such Surrender Documentation is delivered shall be entitled to receive in exchange therefor a certificate or certificates representing the number of whole shares of Purchaser SSMP Common Stock into that such holder has the right to receive pursuant to the provisions of Section 1.6 and as set forth in the Allocation Statement, (ii) the Exchange Agent shall promptly deliver from the Exchange Fund to such holder such shares, and (iii) the Company Stock Certificate(s) (if any) so surrendered shall be cancelled. Until surrendered as contemplated by this Section 1.8(a), each Company Stock Certificate shall be deemed, from and after the Effective Time, to represent only the right to receive shares of SSMP Common Stock. (b) If any Company Stock Certificate shall have been lost, stolen or destroyed, SSMP may, in its discretion and as a condition precedent to the delivery of any shares of SSMP 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 a personal guaranty indemnifying SSMP against any claim suffered by SSMP related to the lost, stolen or destroyed Company Stock Certificate or any SSMP Common Stock issued in exchange therefor as SSMP may reasonably request. If any certificates evidencing shares of SSMP Common Stock are to be issued in a name other than that in which the surrendered Company Stock Certificate is registered, it shall be a condition of the issuance thereof that the Company Stock Certificate so surrendered shall be properly endorsed or accompanied by an executed form of assignment separate from the Company Stock Certificate and otherwise in proper form for transfer, and that the Person requesting such exchange pay to SSMP any transfer or other tax required by reason of the issuance of a new certificate for shares of Company SSMP Common Stock were converted as a result in any name other than that of the Merger. Dividends registered holder of the Company Stock Certificate surrendered or otherwise establish to the satisfaction of SSMP that such tax has been paid or is not payable. (c) No dividends or other distributions payable declared or made with respect to SSMP Common Stock with a record date after the Closing to holders of record after such date in respect of such shares of Purchaser Common Stock resulting from the exchange of Company Common Stock shall not be paid to holders thereof until certificates are surrendered for exchange as aforesaid, but, upon surrender, there Effective Time shall be paid to the holders holder of Purchaser any unsurrendered shares of Company Capital Stock with respect to the shares of SSMP Common Stock issued that such holder has the right to receive in the Merger until such holder delivers the Surrender Documentation to the Exchange Agent 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, from the Exchange Fund). (d) Each of SSMP, Merger Sub, the Company and the Surviving Corporation 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 who is entitled to receive merger consideration pursuant to this Agreement, such amounts as are required to be withheld or deducted under the Code or any other state, local or foreign Tax Law with respect to the making of such payment 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. To the extent that amounts are so withheld or deducted, such withheld or deducted amounts shall be treated for all purposes of this Agreement as having been paid to the Person(s) to whom such amounts would otherwise have been paid. (e) Any portion of the Exchange Fund that remains undelivered to the Company Stockholders six (6) months after the Closing shall be promptly returned to SSMP, and any such Company Stockholder who has not delivered its Surrender Documentation in exchange for Merger Shares in accordance with this Section 1.8 prior to that time shall thereafter look only to SSMP for delivery of the applicable Merger Shares. Notwithstanding the foregoing, neither SSMP nor the Surviving Company Common shall be liable to a holder of shares of Company Capital Stock for any amount properly paid to a public official pursuant to any applicable abandoned property, escheat or similar Law. Any portion of the amount of dividends or other distributions which shall have become payable Merger Shares remaining undelivered to the Purchaser's stockholders of record Company Stockholders one (1) year after the date Closing (or such earlier date, immediately prior to such time when the amounts would otherwise escheat to or become property of any Governmental Authority) shall become, to the Closingextent permitted by applicable Law, without interestthe property of SSMP free and clear of any claims or interest of any Person previously entitled thereto.

Surrender of Certificates. On the date of the Closing, the Purchaser will deliver to the exchange agent designated for the Merger (the "Exchange Agent") (i) certificates representing As soon as reasonably practicable after the number Closing Date (but no later than two (2) Business Days thereafter), to the extent not previously delivered, Acquirer shall mail or deliver, or cause to be mailed or delivered, a letter of shares transmittal substantially in the form attached hereto as Exhibit L (the “Letter of Purchaser Common Transmittal”) to every holder of record of Company Series A Stock that will be required for delivery was issued and outstanding immediately prior to the stockholders of the Company pursuant to the Merger, Effective Time. (ii) After the appropriate amount of cash to be held in trust by the Exchange Agent and will take such further action as may be necessary in order that certificates for shares of Purchaser Common Stock and any fractional share cash consideration may be delivered to the stockholders of the Company. As promptly as practicable after the ClosingEffective Time, each holder of an outstanding certificate or certificates theretofore representing record of Company Series A Stock that has not received payment in accordance with Section 2.4(a)(ii) (other than such shares of Company Common Series A Stock shall surrender constituting Dissenting Shares), upon submission of a duly executed Letter of Transmittal (along with Certificates, or in the same to the Exchange Agent and such holder case of any lost, stolen or destroyed Certificate, compliance with Section 2.4(d)(iv)), shall be entitled to receive, and Acquirer shall cause to be paid or delivered, as appropriate, (A) the amount of cash that such holder has the right to receive in exchange therefor a certificate or certificates representing the number of whole shares of Purchaser Common Stock into which the shares of Company Common Stock were converted as a result of the Merger. Dividends or other distributions payable after the Closing pursuant to holders of record after such date Section 2.3(a)(i) in respect of such Certificates, less such Company Stockholder’s Pro Rata Share of the Adjustment Escrow Amount and the Special Escrow Fund, and (B) the Acquirer Promissory Notes that such Company Stockholder is entitled to receive in accordance with Section 2.3(a)(i), and such Certificates shall be canceled. (iii) With respect to each holder of record of Company Series A Stock (other than such shares of Purchaser Common Company Series A Stock resulting from constituting Dissenting Shares) who submits a duly executed Letter of Transmittal to Acquirer after the exchange Closing (along with the applicable Certificates or in the case of Company Common Stock any lost, stolen or destroyed Certificate, compliance with Section 2.4(d)(iv)), Acquirer shall not pay or caused to be paid (A) to each Company Stockholder by check or wire transfer of same‑day funds (as elected by such Company Stockholder and set forth in such Company Stockholder’s Letter of Transmittal) the aggregate amount of cash payable to such Company Stockholder pursuant to Section 2.3(a)(i), less such Company Stockholder’s Pro Rata Share of the Adjustment Escrow Amount and the Special Escrow Amount, other than in respect of Dissenting Shares to holders thereof until certificates are surrendered for exchange thereof, as aforesaidpromptly as practicable following the submission of a Certificate to Acquirer and a duly executed Letter of Transmittal by such Converting Holder and (B) such Company Stockholder’s Pro Rata Share of each of the Acquirer Promissory Notes to such Company Stockholder pursuant to Section 2.3(a)(i). (iv) If any Certificate shall have been lost, butstolen or destroyed, upon surrenderthe making of an affidavit of that fact by the Person claiming such document to be lost, there shall stolen or destroyed and, if required by Acquirer, the payment of any reasonable fees and the posting by such Person of a bond in such reasonable amounts as Acquirer may direct as indemnity against any claim that may be paid made against it with respect to the holders of Purchaser Common Stock issued such document, Acquirer will pay in exchange for Company Common Stock such lost, stolen or destroyed document the amount of dividends or other distributions which shall have become payable to the Purchaser's stockholders of record after the date applicable portion of the ClosingMerger Consideration payable pursuant to Section 2.3(a)(i) in respect of their shares of Company Series A Stock, without interestsubject to Section 2.4(e) and Section 2.4(f).

Surrender of Certificates. On As soon as practicable after the date Effective Time but in no event later than five (5) business days following the Effective Time, LaSalle Bank, N.A. or such other firm selected by Private and reasonably acceptable to Piedmont (the “Exchange Agent”), pursuant to documentation reasonably acceptable to Private and Piedmont consistent with the terms hereof, shall mail to each holder of record of a Certificate who did not previously submit a properly completed Election Form together with duly executed transmittal materials prior to the Election Deadline: (i) a 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 Closing, the Purchaser will deliver Certificates (or a lost certificate affidavit and bond in a form reasonably acceptable to the Exchange Agent) to the Exchange Agent; and (ii) instructions for use in effecting the surrender of the Certificates in exchange agent designated for the Merger Consideration (in the "form or forms determined in accordance with the provisions of Section 1.6). 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, in exchange therefor, (i) certificates representing a certificate evidencing the whole number of shares of Purchaser Common Stock that will be required for delivery to the stockholders of the Company pursuant to the Merger, (ii) the appropriate amount of cash to be held in trust by the Exchange Agent and will take such further action as may be necessary in order that certificates for shares of Purchaser Common Stock and any fractional share cash consideration may be delivered to the stockholders of the Company. As promptly as practicable after the Closing, each holder of an outstanding certificate or certificates theretofore representing shares of Company Common Stock shall surrender the same to the Exchange Agent and such holder shall be entitled to receive in exchange therefor a certificate or certificates representing the number of whole shares of Purchaser Private Common Stock into which the shares of Company Piedmont Common Stock, theretofore represented by the Certificate so surrendered, shall have been converted pursuant to the provisions of Section 1.6, if any, plus (ii) a check for the aggregate amount of cash, without interest, which such holder would be entitled to receive pursuant to Section 1.6, if any, including any cash amount payable in lieu of fractional shares in accordance with Section 2.1(c). Certificates so surrendered shall be cancelled. Private shall direct the Exchange Agent to make such deliveries within five (5) business days of the receipt of all required documentation. If any Private Common Stock were converted as a result of the Merger. Dividends or other distributions payable after the Closing to holders of record after such date in respect of such be exchanged for shares of Purchaser Piedmont Common Stock resulting from is to be delivered in a name other than that in which the exchange of Company Common Stock shall not be paid to holders thereof until certificates are Certificate surrendered for exchange as aforesaidis registered, butit shall be a condition to the exchange that the Certificate so surrendered shall be properly endorsed or otherwise in proper form for transfer, upon surrenderthat 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 Private having an office in the United States, and that the person requesting the payment shall either (a) pay to the Exchange Agent any transfer or other taxes required by reason of the payment to a person other than the registered holder of the Certificate surrendered, or (b) establish to the satisfaction of the Exchange Agent that such taxes have been paid or are not payable. From and after the Effective Time, there shall be paid no transfers on the stock transfer books of Piedmont of any shares of Piedmont Common Stock outstanding immediately prior to the holders Effective Time and any such shares of Purchaser Piedmont Common Stock issued presented to the Exchange Agent shall be cancelled in exchange for Company Common Stock the amount of dividends or other distributions which shall have become Merger Consideration payable to the Purchaser's stockholders of record after the date of the Closing, without interestwith respect thereto as provided in Section 1.6 above.

Surrender of Certificates. (a) On the date of the Closing, the Purchaser will deliver or prior to the Closing Date, DPI and Merger Partner shall agree upon and select a reputable bank, transfer agent or trust company to act as exchange agent designated for in the Merger (the "“Exchange Agent") ”). At the Effective Time, DPI shall deposit with the Exchange Agent: (i) certificates representing the number of shares of Purchaser DPI Common Stock that will be required for delivery to the stockholders of the Company issuable pursuant to the Merger, Section 1.6; and (ii) cash sufficient to make payments in lieu of fractional shares in accordance with Section 1.6(c). The shares of DPI Common Stock and cash amounts so deposited with the appropriate amount of cash to be held in trust Exchange Agent, together with any dividends or distributions received by the Exchange Agent and will take with respect to such further action shares, are referred to collectively as may be necessary the “Exchange Fund.” (b) Promptly after the Effective Time, but in order that certificates for shares of Purchaser Common Stock and any fractional share cash consideration may be delivered no event more than 5 Business Days after the Effective Time, the Parties shall cause the Exchange Agent to mail to the stockholders Persons who were record holders of Merger Partner Stock Certificates immediately prior to the CompanyEffective Time: (i) a letter of transmittal in customary form and containing such provisions as DPI may reasonably specify (including a provision confirming that delivery of Merger Partner Stock Certificates shall be effected, and risk of loss and title to Merger Partner Stock Certificates shall pass, only upon delivery of such Merger Partner Stock Certificates to the Exchange Agent); and (ii) instructions for use in effecting the surrender of Merger Partner Stock Certificates in exchange for certificates representing DPI Common Stock. As promptly as practicable after the Closing, each holder Upon surrender of an outstanding certificate or certificates theretofore representing shares of Company Common a Merger Partner Stock shall surrender the same Certificate to the Exchange Agent for exchange, together with a duly executed letter of transmittal and such other documents as may be reasonably required by the Exchange Agent or DPI: (A) the holder of such Merger Partner Stock Certificate shall be entitled to receive in exchange therefor a certificate or certificates representing the number of whole shares of Purchaser DPI Common Stock into that such holder has the right to receive pursuant to the provisions of Section 1.6 (and cash in lieu of any fractional share of DPI Common Stock); and (B) the Merger Partner Stock Certificate so surrendered shall be canceled. In the event of a transfer of ownership of Merger Partner Common Stock or Merger Partner Preferred Stock which is not registered in the transfer records of Merger Partner, a certificate representing the proper number of shares of DPI Common Stock plus cash in lieu of fractional shares pursuant to Section 1.6(c) may be issued or paid to a person other than the person in whose name the applicable Merger Partner Stock Certificate so surrendered is registered, if such Merger Partner Stock Certificate is presented to the Exchange Agent, accompanied by all documents required to evidence and effect such transfer and by evidence that any applicable stock transfer taxes have been paid, along with an applicable affidavit with respect to such Merger Partner Stock Certificate and such bond indemnifying DPI against any claims suffered by DPI related to such Merger Partner Stock Certificate or any DPI Common Stock issued in exchange therefor as DPI may reasonably request. Until surrendered as contemplated by this Section 1.9(b), each Merger Partner Stock Certificate shall be deemed, from and after the Effective Time, to represent only the right to receive shares of DPI Common Stock (and cash in lieu of any fractional share of DPI Common Stock) as contemplated by Section 1.6. If any Merger Partner Stock Certificate shall have been lost, stolen or destroyed, DPI may, in its discretion and as a condition precedent to the delivery of any shares of DPI Common Stock with respect to the shares of Company Merger Partner Common Stock were converted previously represented by such Merger Partner Stock Certificate, require the owner of such lost, stolen or destroyed Merger Partner Stock Certificate to provide an applicable affidavit with respect to such Merger Partner Stock Certificate and post a bond indemnifying DPI against any claim suffered by DPI related to the lost, stolen or destroyed Merger Partner Stock Certificate or any DPI Common Stock issued in exchange therefor as a result of the Merger. Dividends DPI may reasonably request. (c) No dividends or other distributions payable declared or made with respect to DPI Common Stock with a record date after the Closing to holders of record after such date in respect of such shares of Purchaser Common Stock resulting from the exchange of Company Common Stock shall not be paid to holders thereof until certificates are surrendered for exchange as aforesaid, but, upon surrender, there Effective Time shall be paid to the holders holder of Purchaser any unsurrendered Merger Partner Stock Certificate with respect to the shares of DPI Common Stock issued in exchange for Company Common Stock that such holder has the amount of dividends or other distributions which shall have become payable right to receive pursuant to the Purchaser's stockholders Merger until such holder surrenders such Merger Partner Stock Certificate in accordance with this Section 1.9 (at which time such holder shall be entitled, subject to the effect of record after the date of the Closingapplicable 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 Merger Partner Stock Certificates as of the date 180 days after the Closing Date shall be delivered or made available to DPI upon demand, and any holders of Merger Partner Stock Certificates who have not theretofore surrendered their Merger Partner Stock Certificates in accordance with this Section 1.9 shall thereafter look only to DPI for satisfaction of their claims for DPI Common Stock, cash in lieu of fractional shares of DPI Common Stock and any dividends or distributions with respect to shares of DPI Common Stock. (e) Each of the Exchange Agent and DPI shall be entitled to deduct and withhold from any consideration deliverable pursuant to this Agreement to any holder of any Merger Partner Stock Certificate such amounts as DPI 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. 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 Merger Partner Stock Certificate or to any other Person with respect to any shares of DPI 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 Legal Requirement.

Surrender of Certificates. On the date of (a) At the Closing, Parent shall make available the Purchaser will deliver to Cash Portion of the exchange agent designated for Purchase Price, the Merger (Note, and the "Exchange Agent") (i) certificates representing the aggregate number of shares of Purchaser Parent Common Stock that will be required issuable pursuant to Section 2.7 in exchange for delivery the issued and outstanding shares of Company Capital Stock, and the Company Shareholder shall make available for surrender to the stockholders Parent the certificate or certificates (the "CERTIFICATES") which immediately prior to the Effective Time evidenced all of outstanding shares of Company Capital Common Stock. At the Effective Time of the Company pursuant last to occur of the MergerMergers, the Purchase Price minus the Escrow Amount, (ii) the appropriate amount of cash to be held in trust by the Exchange Agent and will take such further action as may be necessary in order that certificates for shares of Purchaser Common Stock and any fractional share cash consideration may defined below), shall be delivered to the stockholders Company Shareholder and the Certificates shall be delivered to the Parent. (b) From and after the Effective Time of the CompanyMergers, none of capital stock of ASI and ASC shall be deemed to be outstanding, and holders of Certificates shall cease to have any rights with respect thereto, other than the right to receive cash, the Note and Parent Common Stock in accordance with this Article II and the terms of the applicable Agreement of Merger. As promptly as practicable after All shares of Parent Common Stock issued upon the Closing, each holder surrender for exchange of an outstanding certificate or certificates theretofore representing shares of Company Common Capital Stock shall surrender in accordance with the same to the Exchange Agent and such holder terms hereof shall be entitled deemed to receive have been issued in exchange therefor a certificate or certificates representing the number full satisfaction of whole shares of Purchaser Common Stock into which the all rights pertaining to such shares of Company Common Stock were converted as a result of the Merger. Dividends or other distributions payable after the Closing to holders of record after such date in respect of such shares of Purchaser Common Stock resulting from the exchange of Company Common Stock shall not be paid to holders thereof until certificates are surrendered for exchange as aforesaidCapital Stock, but, upon surrender, and there shall be paid no further registration of transfers on the records of the Surviving Corporations of shares of Company Capital Stock which were outstanding immediately prior to the holders Effective Time of Purchaser Common Stock issued in exchange for the Mergers. (c) Company Common Stock the Shareholder represents and warrants that no amount of dividends the Purchase Price is required to be withheld for payment of taxes under U.S. or other distributions which shall have become payable to the Purchaser's stockholders of record after the date of the Closing, without intereststate law.

Surrender of Certificates. On (i) As soon as reasonably practicable after the Closing Date, to the extent not previously delivered, Acquirer shall mail, or cause to be mailed, a letter of transmittal in customary form together with instructions for use thereof (the “Letter of Transmittal”) to every holder of record of Company Capital Stock that was issued and outstanding immediately prior to the First Effective Time. The Letter of Transmittal shall specify that delivery of the certificates or instruments that immediately prior to the First Effective Time represented issued and outstanding Company Capital Stock (the “Certificates”) shall be effected, and risk of loss and title to the Certificates shall pass, only upon receipt thereof by Acquirer (or, in the case of any lost, stolen or destroyed Certificate, compliance with Section 1.4(a)(vii)), 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 Acquirer may reasonably specify, including that the Company Stockholders agree to be bound by the provisions of Sections 1.5 and 9.1 and Article 8 and agree to release the Company, the First Step Surviving Corporation and the Final Surviving Corporation from any claims, rights, Liabilities and causes of action whatsoever based upon, relating to or arising out of the Certificates, the First Merger, the Second Merger or the other Transactions (subject to customary exceptions). The mailing shall also request all identification and other documentation required by the Transfer Agent to be delivered by each Company Stockholder for purposes of establishing a book entry share account for such Company Stockholder with the Transfer Agent. (ii) As soon as reasonably practicable after the Closing, Acquirer shall cause to be deposited with U.S. Bank, National Association or other bank or trust company as Acquirer may choose in its discretion (the “Paying Agent”) the cash portion of the Merger Consideration payable pursuant to Section 1.3(a)(i)(A), other than any Restricted Merger Consideration. (iii) As soon as reasonably practicable after the date of the Closing, the Purchaser will deliver delivery to the exchange agent designated for Paying Agent of a Certificate, together with a properly completed and duly executed Letter of Transmittal and any other documentation required thereby, (A) the Merger holder of record of such Certificate shall be entitled to receive (I) the "Exchange Agent"amount of cash and (II) (i) certificates representing the number of shares of Purchaser Parent Common Stock that will be required for delivery such holder has the right to the stockholders of the Company receive pursuant to the Merger, (iiSections 1.3(a)(i)(A) the appropriate amount of cash to be held in trust by the Exchange Agent and will take such further action as may be necessary in order that certificates for shares of Purchaser Common Stock and any fractional share cash consideration may be delivered to the stockholders of the Company. As promptly as practicable after the Closing, each holder of an outstanding certificate or certificates theretofore representing shares of Company Common Stock shall surrender the same to the Exchange Agent and such holder shall be entitled to receive in exchange therefor a certificate or certificates representing the number of whole shares of Purchaser Common Stock into which the shares of Company Common Stock were converted as a result of the Merger. Dividends or other distributions payable after the Closing to holders of record after such date 1.3(a)(i)(B) in respect of such Certificate, and (B) such Certificate shall be cancelled. (iv) Any certificates evidencing the shares of Purchaser Parent Common Stock resulting from (if such shares are certificated) to be issued pursuant to Section 1.3(a)(i) shall bear the exchange following legend (along with any other legends that may be required under Applicable Law): 11 (1) THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR UNDER APPLICABLE STATE SECURITIES LAWS AND HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF IN VIOLATION OF THE SECURITIES ACT OF 1933. NO SUCH SALE OR DISTRIBUTION MAY BE EFFECTED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR AN OPINION OF COUNSEL THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT OF 1933 OR APPLICABLE STATE SECURITIES LAWS.” (v) In addition to the legend required pursuant to Section 1.4(a)(iv), any certificates evidencing the shares of Company Parent Common Stock shall not be paid to holders thereof until certificates (if such shares are surrendered for exchange as aforesaid, but, upon surrender, there shall be paid certificated) that are contributed to the holders of Purchaser Common Stock issued in exchange for Company Common Stock Escrow Fund shall also bear the amount of dividends or other distributions which shall have become payable to the Purchaser's stockholders of record after the date of the Closing, without interest.following legend:

Surrender of Certificates. On the date As contemplated in Section 5.09, each Company Stockholder (including each holder of the Closingrecord of a certificate representing outstanding shares of Company Stock (collectively, the Purchaser will deliver to “Certificates”)) shall receive the exchange agent designated for the Merger (the "Exchange Agent") (i) certificates representing the number of shares of Purchaser Common Stock that will be required for delivery to the stockholders of the Company pursuant to the Merger, (ii) the appropriate amount of cash to be held in trust by the Exchange Agent and will take such further action Information Statement as may be necessary in order that certificates for shares of Purchaser Common Stock and any fractional share cash consideration may be delivered to the stockholders of the Company. As promptly soon as practicable after the Closingdate hereof, which Information Statement shall include instructions for use in effecting the surrender of Certificates in exchange for the Per Share Merger Consideration contemplated to be paid to the holders of Company Stock pursuant to this Section 2.03, subject to adjustment as provided in this Article II. As a condition precedent to each Company Stockholder’s (other than the Option Holders, with respect to such Person’s Options) receipt of his, her or its portion of the Merger Consideration, such Company Stockholder shall (A) surrender such Certificate to Parent for cancellation (or, if such Certificate has been lost, stolen or destroyed, make an affidavit of that fact with appropriate indemnification, in a form reasonably acceptable to Parent and the Representative), and (B) deliver to the Paying Agent or the Company (who shall provide copies to Parent and, if necessary in accordance with the Paying Agent Agreement, the Paying Agent) an executed Letter of Transmittal and an IRS Form W-9 or equivalent tax form (provided, if any Company Stockholder fails to provide an IRS Form W-9 or equivalent tax form, the only recourse shall be withholding in accordance with Section 2.08). Upon receipt by Parent of the items set forth in the immediately preceding sentence (but in no event earlier than the Effective Time), the holder of an outstanding certificate or certificates theretofore representing shares of Company Common Stock shall surrender the same to the Exchange Agent and such holder Certificate shall be entitled to receive in exchange therefor a certificate or certificates representing therefor, the number of whole shares of Purchaser Common Stock into which the shares Per Share Merger Consideration subject to adjustment as provided in this Article II for each share of Company Common Stock were converted as a result of represented by such Certificate, and Parent shall cause the Merger. Dividends or other distributions payable after Paying Agent to pay such Per Share Merger Consideration (i) on the Closing to holders of record after such date in respect of such shares of Purchaser Common Stock resulting Date if all deliveries from the exchange applicable holder of Company Common Stock shall not be paid to holders thereof until certificates are surrendered for exchange as aforesaid, but, upon surrender, there shall be paid received by Parent (or the Paying Agent if necessary in accordance with the Paying Agent Agreement) at least one (1) Business Day prior to the holders of Purchaser Common Stock issued in exchange for Company Common Stock the amount of dividends Closing Date or other distributions which shall have become payable to the Purchaser's stockholders of record (ii) otherwise within five (5) Business Days after the date of receipt by Parent (or the ClosingPaying Agent on behalf of Parent) of such deliveries from the applicable holder of Company Stock, without interestin each case by wire transfer (or other payment method selected by the applicable holder of Company Stock), and the Certificate so surrendered shall forthwith be cancelled upon payment thereof by Parent; provided that Representative shall reasonably cooperate with Parent in its efforts to cause such payments to occur and Representative shall be entitled to request updates as to the collection process and copies of any such documentation received by Parent. No interest will be paid or accrued on any portion of the Merger Consideration payable to holders of Certificates. In the event of a transfer of ownership of Company Stock that is not registered in the transfer records of the Company, payment may be made to a transferee if the Certificate representing such Company Stock 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 (in each case, to the reasonable satisfaction of Parent).

Surrender of Certificates. (a) On the date of the Closing, the Purchaser will deliver or prior to the Closing Date, Opexa and Acer shall agree upon and select a reputable bank, transfer agent or trust company to act as exchange agent designated for in the Merger (the "“Exchange Agent") ”). At the Effective Time, Opexa shall deposit with the Exchange Agent: (i) certificates representing the aggregate number of book entry shares of Purchaser Common Stock that will to be required for delivery issued to Acer Stockholders as the stockholders of the Company Merger Consideration pursuant to the Merger, Section 1.5(a) and (ii) cash sufficient to make payments in lieu of fractional shares in accordance with Section 1.5(c). The book entry shares of Opexa Common Stock and cash amounts so deposited with the appropriate amount of cash to be held in trust Exchange Agent, together with any dividends or distributions received by the Exchange Agent with respect to such shares, are referred to collectively as the “Exchange Fund.” (b) Promptly after the Effective Time, the Parties shall cause the Exchange Agent to mail to the Persons who were record holders of Acer Stock Certificates immediately prior to the Effective Time, as set forth on the Allocation Certificate: (i) a letter of transmittal in customary form; and will take such further action as may be necessary (ii) instructions for effecting the surrender of Acer Stock Certificates in order that certificates exchange for book entry shares of Purchaser Opexa Common Stock and any fractional share cash consideration may be delivered to the stockholders of the CompanyStock. As promptly as practicable after the Closing, each holder Upon surrender of an outstanding certificate or certificates theretofore representing shares of Company Common Acer Stock shall surrender the same Certificate to the Exchange Agent for exchange, together with a duly executed letter of transmittal and such other documents as may be reasonably required by the Exchange Agent: (A) the holder of such Acer Stock Certificate shall be entitled to receive in exchange therefor a certificate one or certificates more book entry shares representing the portion of the Merger Consideration (in a number of whole shares of Purchaser Opexa 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 Opexa Common Stock into which pursuant to the provisions of Section 1.5(c)); and (B) upon delivery of such consideration to the applicable holder in accordance with Section 1.5, the Acer Stock Certificate so surrendered shall be canceled. Until surrendered as contemplated by this Section 1.8(b), each Acer Stock Certificate shall be deemed, from and after the Effective Time, to represent only the right to receive shares of Company Opexa Common Stock were converted (and cash in lieu of any fractional share of Opexa Common Stock). If any Acer Stock Certificate has been lost, stolen or destroyed, Opexa may, in its reasonable discretion and as a result condition precedent to the delivery of any shares of Opexa Common Stock, require the Merger. Dividends owner of such lost, stolen or destroyed Acer Stock Certificate to provide an applicable affidavit with respect to such Acer Stock Certificate and post a bond indemnifying Opexa against any claim suffered by Opexa related to the lost, stolen or destroyed Acer Stock Certificate or any Opexa Common Stock issued in exchange therefor as Opexa may reasonably request. (c) No dividends or other distributions payable declared or made with respect to Opexa Common Stock with a record date after the Closing to holders of record after such date in respect of such shares of Purchaser Common Stock resulting from the exchange of Company Common Stock shall not be paid to holders thereof until certificates are surrendered for exchange as aforesaid, but, upon surrender, there Effective Time shall be paid to the holders holder of Purchaser any unsurrendered Acer Stock Certificate with respect to the shares of Opexa Common Stock issued that such holder has the right to receive in exchange for Company Common the Merger until such holder surrenders such Acer Stock the amount Certificate or an affidavit of dividends loss or other distributions destruction in lieu thereof in accordance with this Section 1.8 (at which time such holder shall have become payable be entitled, subject to the Purchaser's stockholders effect of record after the date of the Closingapplicable 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 Acer Stock Certificates six (6) months after the Closing Date shall be delivered to Opexa upon demand, and any holders of Acer Stock Certificates who have not theretofore surrendered their Acer Stock Certificates in accordance with this Section 1.8 shall thereafter look only to Opexa for satisfaction of their claims for Opexa Common Stock, cash in lieu of fractional shares of Opexa Common Stock and any dividends or distributions with respect to shares of Opexa Common Stock. (e) Each of the Exchange Agent, Opexa and the Surviving Corporation shall be entitled to deduct and withhold from any consideration deliverable pursuant to this Agreement to any holder of any Acer Stock Certificate such amounts as are required to be deducted or withheld from such consideration under the Code or under any other applicable Legal Requirement and shall be entitled to request any reasonably appropriate Tax forms, including an IRS Form W-9 (or the appropriate IRS Form W-8, as applicable), from any recipient of payments hereunder. To the extent such amounts are so deducted or withheld, and remitted to the appropriate 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 to this Agreement shall be liable to any holder of any Acer Stock Certificate or to any other Person with respect to any shares of Opexa 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 Legal Requirement.

Surrender of Certificates. On Promptly, and in no event later than five (5) business days after the date Effective Time, Parent shall cause to be mailed to each person who was, at the Effective Time, a holder of record of Shares (other than Shares held by those persons described in Section 1.8(a)(iv)) 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 Closing, the Purchaser will deliver certificates to the Parent and shall be in such form and have such other provisions as Parent and the Company may reasonably specify) and instructions for use in effecting the surrender of the certificates that, immediately prior to the Effective Time, represented any of such Shares in exchange for payment therefor. Upon surrender to Parent of such certificates (or affidavit of loss or destruction in lieu thereof, including any suitable indemnity that may be reasonably required by Parent) ("Certificates"), together with such letter of transmittal, duly executed and completed in accordance with the instructions thereto, Parent shall instruct promptly the transfer agent designated for the Merger Parent Common Stock (the "Exchange Transfer Agent") to issue and deliver to each stockholder of the Company who has surrendered Certificates pursuant hereto, at an address designated by such stockholder, a stock certificate (i"New Certificates") certificates representing the a number of shares of Purchaser Parent Common Stock that will be required for delivery equal to the portion of the Merger Consideration that such stockholder is entitled to receive or has elected to receive pursuant to Section 1.8, net of amounts deposited into the Escrow Fund on behalf of each stockholder pursuant to Section 1.12, provided, however, that (i) stockholders of the Company pursuant who owe consideration to the Merger, (ii) the appropriate amount of cash to be held in trust by the Exchange Agent and will take such further action Company as may be necessary in order that certificates for shares of Purchaser Common Stock and any fractional share cash consideration may be delivered to the stockholders set forth on Section 2.11 of the Company. As promptly as practicable after Company Disclosure Schedule shall, prior to the Closing, each holder repay such amounts to the Company in cash or surrender to the Company a number of an outstanding certificate or certificates theretofore representing shares of Company Common Stock shall surrender having a value, based on the same Common Consideration Per Share, equal to the Exchange Agent and such holder consideration so owed (which shares shall be entitled to receive in exchange therefor a certificate or certificates representing the number deemed outstanding for purposes of whole shares of Purchaser Common Stock into which the shares of Company Common Stock were converted as a result of the Merger. Dividends or other distributions payable after the Closing to holders of record after such date in respect of such shares of Purchaser Common Stock resulting from the exchange of Company Common Stock shall not be paid to holders thereof until certificates are surrendered for exchange as aforesaid, but, upon surrender, there shall be paid to the holders of Purchaser Common Stock issued in exchange for Company Common Stock the amount of dividends or other distributions which shall have become payable to the Purchaser's stockholders of record after the date of the Closing, without interest.calculating

Surrender of Certificates. On (i) As soon as reasonably practicable (and in any event within two (2) Business Days) after the Effective Time, to the extent not previously delivered, Acquirer shall, or shall cause the Paying Agent to, mail or e-mail a letter of transmittal in customary form together with instructions for use thereof in the form attached hereto as Exhibit H (the “Letter of Transmittal”) to every holder of record of Company Capital Stock that was issued and outstanding immediately prior to the Effective Time (to their addresses set forth opposite such holder’s name on the Spreadsheet). The Letter of Transmittal shall specify that delivery of the certificates or instruments that immediately prior to the Effective Time represented issued and outstanding Company Capital Stock (the “Certificates”), if any, shall be effected, and risk of loss and title to the Certificates shall pass, only upon receipt thereof by the Paying Agent (or, in the case of any lost, stolen or destroyed Certificate, compliance with Section 1.4(b)(iii)), together with a properly completed and duly executed Letter of Transmittal, duly executed on behalf of each Person effecting the surrender of such Certificates. Notwithstanding anything to the contrary contained in this Agreement, any Company Stockholder holding shares in book-entry form only, as set forth on the Spreadsheet (the “Book-Entry Shares”) shall not be required to deliver a Certificate to the Paying Agent to receive his, her or its portion of the Closing Payment. (ii) Upon delivery to the Paying Agent of a properly completed and duly executed Letter of Transmittal and any other documentation required thereby (including any required tax forms), together with, in the case of shares of Company Capital Stock that are not Book-Entry Shares, a Certificate, (A) such Certificate, if applicable, shall be cancelled and (B) as soon as reasonably practicable after the date of the Closingsuch delivery, the Purchaser will deliver to the exchange agent designated for the Merger (the "Exchange Agent") (i) certificates representing the number of shares of Purchaser Common Stock that will be required for delivery to the stockholders of the Company pursuant to the Merger, (ii) the appropriate amount of cash to be held in trust by the Exchange Agent and will take such further action as may be necessary in order that certificates for shares of Purchaser Common Stock and any fractional share cash consideration may be delivered to the stockholders of the Company. As promptly as practicable after the Closing, each holder of an outstanding certificate record of such Certificate or certificates theretofore representing shares of Company Common Stock shall surrender the same to the Exchange Agent and such holder Book-Entry Shares shall be entitled to receive in exchange therefor a certificate from the Paying Agent (by check or certificates representing the number wire transfer of whole shares of Purchaser Common Stock into which the shares of Company Common Stock were converted as a result same-day funds) such holder’s portion of the Merger. Dividends Closing Payment (less any applicable Tax withholding). (iii) If any Certificate shall have been lost, stolen or other distributions payable after the Closing to holders of record after such date in respect of such shares of Purchaser Common Stock resulting from the exchange of Company Common Stock shall not be paid to holders thereof until certificates are surrendered for exchange as aforesaid, butdestroyed, upon surrenderthe making of an affidavit of that fact by a Converting Holder claiming such document to be lost, there shall stolen or destroyed and, if required by the Paying Agent, the payment of any reasonable fees and the posting by such Converting Holder of a bond in such reasonable amounts as the Paying Agent may require as indemnity against any claim that may be paid made against it with respect to such document, the holders of Purchaser Common Stock issued Paying Agent will pay in exchange for Company Common Stock the amount of dividends such lost, stolen or other distributions which shall have become payable to the Purchaser's stockholders of record after the date destroyed document such Converting Holder’s portion of the Closing, without interestClosing Payment.

Surrender of Certificates. On (a) At the date Effective Time, the stock transfer books of Target shall be closed and there shall be no further registration of transfers of Target Shares thereafter on the records of Target. If, after the Effective Time, certificates are presented to the Surviving Corporation for any reason, they shall be canceled and exchanged as provided in this Section 1.8. If any certificate for Shares is to be issued in a name other than that in which the certificate surrendered in exchange therefore is registered, it will be a condition of the Closingissuance thereof that the certificate so surrendered will be properly endorsed and otherwise in proper form for transfer and that the person requesting such exchange will have paid to Acquiror or any agent designated by it any transfer or other taxes required by reason of the issuance of a certificate for Shares in any name other than that of the registered holder of the certificate surrendered, the Purchaser will deliver or established to the satisfaction of Acquiror or any agent designated by it that such tax has been paid or is not payable. (b) Computershare Limited shall act as exchange agent designated hereunder for the purpose of exchanging Target Shares for the Merger Consideration (the "“Exchange Agent"”). Within forty-eight (48) (i) hours after the Effective Time, Acquiror shall deposit with the Exchange Agent, in trust for the benefit of the Target Stockholders, certificates representing the number of shares of Purchaser Common Stock that Shares, less the Shares constituting the Escrow Fund (as defined in Section 7.3), which will be required for delivery to deposited with the stockholders of the Company Escrow Agent pursuant to the Merger, (ii) the appropriate amount provisions of cash to be held in trust by ARTICLE VII. The certificates of Acquiror common stock deposited with the Exchange Agent and will take such further action shall hereinafter be referred to as may be necessary in order that certificates for shares of Purchaser Common Stock and any fractional share cash consideration may be delivered to the stockholders of the Company. “Exchange Fund.” (c) As promptly soon as reasonably practicable after the ClosingEffective Time (but in no event more than ten (10) days thereafter), Acquiror and the Surviving Corporation shall use their commercially reasonable efforts to cause to be mailed to each holder of an outstanding a certificate or certificates theretofore representing shares which immediately prior to the Effective Time represented outstanding Target Shares (the “Certificates”) (a) a letter of Company Common Stock transmittal which shall specify that delivery shall be effective, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Agent, and which letter shall be in customary form and have such other provisions as Acquiror may reasonably specify; and (b) instructions for effecting the surrender of such Certificates in exchange for the same Shares. Upon surrender of a Certificate to the Exchange Agent together with such letter of transmittal, duly executed and completed in accordance with the instructions thereto, and such other documents as may reasonably be required by the Exchange Agent, the holder of such Certificate shall be entitled to receive in exchange therefor a certificate or certificates representing shares of Acquiror common stock representing, in the aggregate, the whole number of whole shares Shares that such holder has the right to receive pursuant to Section 1.5(a), less that number of Purchaser Common Stock into which Shares to be deposited with the shares of Company Common Stock were converted Escrow Agent pursuant to Section 5.3. Until surrendered as a result contemplated by this Section 1.8, each Certificate shall be deemed at any time after the Effective Date to represent only the right to receive the Shares, payable upon surrender of the Merger. Dividends or other distributions payable after Certificates. (d) The Shares delivered upon the Closing to holders of record after such date in respect of such shares of Purchaser Common Stock resulting from the surrender for exchange of Company Common Stock the Target Shares in accordance with the terms hereof shall not be paid deemed to holders thereof until certificates are surrendered for exchange as aforesaidhave been delivered in full satisfaction of all rights pertaining to such Target Shares. At the Effective Time, butthe stock transfer books of Target shall be closed, upon surrender, and there shall be paid to no further registration of transfers of Target Shares on the holders records of Purchaser Common Stock issued in exchange for Company Common Stock the amount of dividends or other distributions which shall have become payable to the Purchaser's stockholders of record after the date of the Closing, without interestTarget.

Surrender of Certificates. On the date of the Closing, the Purchaser will deliver (a) Concurrently with or prior to the exchange 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 designated for the Merger (the "Exchange AgentPAYING AGENT") (i) certificates representing for purposes of making the number of shares of Purchaser Common Stock that will be required for delivery to the stockholders of the Company pursuant to the Merger, (ii) the appropriate amount of cash to be held in trust by the Exchange Agent and will take such further action as may be necessary in order that certificates for shares of Purchaser Common Stock and any fractional share cash consideration may be delivered to the stockholders of the Companypayments contemplated hereby. As promptly soon as practicable after the ClosingEffective Time, Sub shall (and if necessary Parent shall cause Sub to) cause the Paying Agent to mail and/or make available to each holder of an outstanding a certificate theretofore evidencing shares of Common Stock (other than those which are held by any subsidiary of the Company or in the treasury of the Company or which are held directly or indirectly by Parent or any direct or indirect subsidiary of Parent (including Sub)) a Letter of Transmittal advising such holder of the effectiveness of the Merger and the procedure for surrendering to the Paying Agent such certificate or certificates theretofore representing shares of Company which immediately prior to the Effective Time 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 Paying Agent of such Certificates, together with a Letter of Transmittal, duly executed and completed in accordance with the instructions thereon, and any other items specified by the Letter of Transmittal, the Paying Agent shall promptly pay to the Person (as defined in Section 7.14 hereof) entitled thereto the Merger Consideration deliverable in respect thereof. Until so surrendered, each Certificate shall be deemed, for all corporate purposes, to evidence only the right to receive upon such surrender the same Merger Consideration deliverable in respect thereof to the Exchange Agent and which such holder Person is entitled pursuant to this Article II. No interest shall be entitled to receive in exchange therefor a certificate paid or certificates representing the number of whole shares of Purchaser Common Stock into which the shares of Company Common Stock were converted as a result of the Merger. Dividends or other distributions payable after the Closing to holders of record after such date accrued in respect of such shares 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 in exchange therefor are registered, it shall be a condition to the payment of Purchaser Common Stock resulting from the exchange 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 Company Common Stock the foregoing or establish to the satisfaction of the Paying Agent that such taxes have been paid or are not required to be paid. (c) In the event any Certificate shall not be paid to holders thereof until certificates are surrendered for exchange as aforesaidhave been lost, butstolen or destroyed, upon surrenderthe making of an affidavit of that fact by the Person claiming such Certificate to be lost, there shall be paid to stolen or destroyed, the holders of Purchaser Common Stock issued Paying Agent will issue in exchange for Company Common Stock such lost, stolen or destroyed Certificate the amount of dividends or other distributions which shall have become payable Merger Consideration deliverable in respect thereof as determined in accordance with this Article II; provided that, the Person to whom the Merger Consideration is paid shall, as a condition precedent to the Purchaser's stockholders of record after payment thereof, give the date of Surviving Corporation a bond in such sum as it may direct or otherwise indemnify the ClosingSurviving 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, without intereststolen or destroyed.

Surrender of Certificates. (a) Prior to the Effective Time, Buyer shall designate Mellon Trust of New England, N.A., or, if not Mellon Trust of New England, N.A., then a United States bank or trust company designated by Buyer and reasonably acceptable to the Company to act as exchange agent (the “Exchange Agent”) in the Merger. On the date of the ClosingClosing Date, the Purchaser will deliver to the exchange agent designated for the Merger (the "Exchange Agent") (i) certificates representing the number of shares of Purchaser Common Stock that will be required for delivery to the stockholders of the Company pursuant to the Merger, (ii) the appropriate amount of cash to be held in trust by Buyer shall deposit with the Exchange Agent and will take such further action as may be necessary for exchange in order that certificates accordance with this Section 2.4 the Closing Cash Amount pursuant to Section 2.1 in exchange for outstanding shares of Purchaser Common Company Capital Stock (excluding the Rollover Shares); provided, however, that, Buyer shall deposit the Escrow Amount with the Escrow Agent pursuant to Section 2.1(e) and any fractional share cash consideration may be delivered to the stockholders terms of the CompanyEscrow Agreement. As promptly as practicable after the ClosingEffective Time, the Exchange Agent shall mail to each holder of an outstanding record (as of the Effective Time) of a certificate or certificates theretofore representing which immediately prior to the Effective Time represented shares of Company Common Capital Stock (the “Certificates”) a letter of transmittal (the “Letter of Transmittal”) in customary form (which shall surrender specify that delivery shall be effected, and risk of loss and title to the same Certificates shall pass, only upon delivery of the Certificates to the Exchange Agent and shall contain such other customary provisions as Buyer may reasonably specify). Upon receipt of the Certificates for cancellation, together with a duly completed and validly executed Letter of Transmittal and any other documents as the Exchange Agent shall reasonably require, the Exchange Agent shall cause to be delivered to such Company Stockholder that portion of the Total Consideration which such Company Stockholder has the right to receive pursuant to Section 2.1(c) and any other amount which such Company Stockholder has the right to receive pursuant to the terms hereof. In the event any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person claiming such Certificate to be lost, stolen or destroyed by the holder thereof pursuant to which such holder shall would agree to indemnify Buyer and its Affiliates against any claim that may be entitled to receive made against Buyer or its Affiliates, the Exchange Agent shall, as promptly as practicable following the receipt by the Exchange Agent of the foregoing documents, issue in exchange therefor a certificate for such lost, stolen or certificates representing destroyed Certificate that portion of the number of whole shares of Purchaser Common Stock into which Total Consideration payable pursuant to Section 2.1(c) represented by the lost, stolen or destroyed Certificate in exchange therefore. (b) From and after the Effective Time, no shares of Company Common Capital Stock were converted will be deemed to be outstanding, and holders of Certificates formerly representing such Company Capital Stock shall cease to have any rights with respect thereto except as a result provided herein or by Applicable Law. (c) At the Effective Time, the stock transfer books of Company shall be closed and no transfer of Company Capital Stock shall thereafter be made. If, after the Effective Time, Certificates formerly representing shares of Company Capital Stock are presented to Buyer or the Surviving Corporation, they shall be cancelled and exchanged for that portion of the Merger. Dividends or Total Consideration and any other distributions amount payable after the Closing with respect to holders of record after such date Company Capital Stock in respect of such shares of Purchaser Common Stock resulting from the exchange of Company Common Stock shall not be paid to holders thereof until certificates are surrendered for exchange as aforesaid, but, upon surrender, there shall be paid to the holders of Purchaser Common Stock issued in exchange for Company Common Stock the amount of dividends or other distributions which shall have become payable to the Purchaser's stockholders of record after the date of the Closing, without interestaccordance with Section 2.1(c).

Surrender of Certificates. On After the date of the Closing, the Purchaser will deliver to the exchange agent designated for the Merger (the "Exchange Agent") (i) certificates representing the number of shares of Purchaser Common Stock that will be required for delivery to the stockholders of the Company pursuant to the Merger, (ii) the appropriate amount of cash to be held in trust by the Exchange Agent and will take such further action as may be necessary in order that certificates for shares of Purchaser Common Stock and any fractional share cash consideration may be delivered to the stockholders of the Company. As promptly as practicable after the ClosingEffective Date, each holder of an shares of FSB Common Stock outstanding immediately prior to the Effective Date (other than shares held by FSC or shares as to which dissenters' rights have been perfected) shall, upon surrender for cancellation of a certificate or certificates theretofore representing such shares of Company Common Stock shall surrender the same to the Exchange Agent and FSB or its agent designated for such holder shall purpose, be entitled to receive in exchange therefor a certificate or certificates representing the number of whole shares of Purchaser FSC Common Stock into which such shares of FSB Common Stock shall have been converted pursuant to the provisions set forth herein. Until so surrendered, the certificates which prior to the Merger represented shares of FSB Common Stock shall be deemed for all corporate purposes to evidence ownership of the shares of Company FSC Common Stock were converted into which such shares of FSB Common Stock shall have been converted; provided, however, that no dividends with respect to shares of FSB Common Stock shall be paid until the holder shall have surrendered such certificates, at which time the holder shall be paid the amount of dividends, if any, without interest, which shall theretofore have become payable with respect to the shares of FSC Common Stock into which such shares of FSB Common Stock shall have been converted. No fractional shares of FSC Common Stock shall be issued in or as a result of the Merger. Dividends or other distributions payable after the Closing to holders In lieu of record after any such date in respect fractional shares, as a mere mechanical rounding off for accounting purposes, each holder of such shares of Purchaser FSB Common Stock resulting from the exchange who would otherwise have been entitled to a fraction of Company a share of FSC Common Stock shall not upon surrender of stock certificates as provided in this Section 3.5 will, upon such surrender, be paid to holders thereof until certificates are surrendered for exchange as aforesaid, but, upon surrender, there shall be paid to an amount of cash (without interest) determined by multiplying (a) the holders average of Purchaser the daily closing prices of a share of FSC Common Stock issued as reported on the NASDAQ Market during the period of five (5) consecutive trading days ending at the end of the third trading day immediately preceding the Effective Date, by (b) the fractional share interest in exchange for Company FSC Common Stock to which the amount of dividends or other distributions which shall have become payable to the Purchaser's stockholders of record after the date of the Closing, without interestholder would otherwise be entitled.

Surrender of Certificates. On the date (a) The Corporate Secretary of the ClosingAcquiror, the Purchaser will deliver to or an institution selected by Acquiror, shall serve as the exchange agent designated (the “Exchange Agent”) for the Merger Merger. (b) Within three (3) business days following the "Exchange Agent") (i) certificates representing the number of shares of Purchaser Common Stock that will be required for delivery to the stockholders of the Company pursuant to the MergerEffective Time, (ii) the appropriate amount of cash to be held in trust by the Exchange Agent and will take such further action as may be necessary in order that certificates for shares of Purchaser Common Stock and any fractional share cash consideration may be delivered to the stockholders of the Company. As promptly as practicable after the Closing, each holder of an outstanding certificate or certificates theretofore representing shares of Company Common Stock Acquiror shall surrender the same make available to the Exchange Agent for exchange in accordance with this Article 3, the amount of the Total Consideration payable pursuant to Section 3.1 hereof in exchange for outstanding shares of Company Stock; provided, however, that, on behalf of the Company Preferred Shareholders, Acquiror shall deposit into the Escrow Fund (as defined in Section 9.2 hereof) a portion of the Total Consideration equal to the Escrow Amount, otherwise payable to the Company Preferred Shareholders pursuant to Section 3.1 hereof. Each Company Preferred Shareholder shall be deemed to have contributed his or her Company Preferred Shareholder’s Pro Rata Portion of the Escrow Amount to the Escrow Fund. (c) Immediately following the Effective Time, Acquiror shall pay the Company Sale Bonus Amounts in accordance with Schedule 3.1(a)(ix) and, on behalf of the Company, Acquiror shall deposit into the Escrow Fund a portion of the Company Sale Bonus Amount equal to the Principal Shareholder Pro Rata Portion of each Principal Shareholder, otherwise payable to the Principal Shareholders pursuant to Section 3.1(a)(ix) hereof. Each Principal Shareholder shall be deemed to have contributed his Principal Shareholder Pro Rata Portion of the Principal Shareholder Escrow Amount to the Escrow Fund. (d) On or after the Closing Date (but in no event later than eight (8) business days after the Effective Time), Acquiror shall or shall cause the Exchange Agent to, mail a letter of transmittal, in the form attached hereto as Exhibit G (the “Letter of Transmittal”), to each Company Preferred Shareholder at the address set forth opposite each such Company Preferred Shareholder’s name on the Spreadsheet (as defined in Section 7.16 hereof). After receipt of such Letter of Transmittal, the Company Preferred Shareholders will surrender the certificates representing their shares of Company Stock to the Exchange Agent for cancellation together with a duly completed and validly executed Letter of Transmittal. Upon surrender of a stock certificate representing shares of the Company Stock for cancellation to the Exchange Agent, or such other agent or agents as may be appointed by Acquiror, together with such Letter of Transmittal, duly completed and validly executed in accordance with the instructions thereto, subject to the terms of Section 3.3(e) hereof, the holder of such stock certificate shall be entitled to receive from the Exchange Agent in exchange therefor, the amount of the Total Consideration (less the portion of the Total Consideration to be deposited in the Escrow Fund on such holder’s behalf pursuant to Section 3.3(b) hereof and Article 8 hereof) to which such holder is entitled pursuant to Section 3.1(b) hereof, and all stock certificates so surrendered shall be cancelled. Until so surrendered, each stock certificate representing shares of Company Stock outstanding after the Effective Time will be deemed from and for all corporate purposes thereafter, to evidence only the right to receive the portion of the Total Consideration for which such shares of Company Stock shall have been so exchanged. No payments of any portion of the Total Consideration will be made until the holder of Company Stock surrenders his, her or its stock certificate(s) pursuant hereto. (e) If any portion of the Total Consideration is to be issued in a name other than that in which the Company stock certificate surrendered in exchange therefor is registered, it will be a condition of the issuance or delivery thereof that the certificate so surrendered will be properly endorsed and otherwise in proper form for transfer and that the person requesting such exchange will have paid to Acquiror or certificates representing any agent designated by it any transfer or other taxes required by reason of the number payment of whole shares any portion of Purchaser Common Stock into which the Total Consideration in any name other than that of the registered holder of the certificate surrendered, or established to the satisfaction of Acquiror or any agent designated by it that such tax has been paid or is not payable. (f) Notwithstanding anything to the contrary in this Section 3.3, neither the Exchange Agent, the Surviving Corporation, nor any party hereto shall be liable to a holder of shares of Company Common Stock were converted as a result of the Merger. Dividends or other distributions payable after the Closing to holders of record after such date in respect of such shares of Purchaser Common Stock resulting from the exchange of Company Common Stock shall not be for any amount properly paid to holders thereof until certificates are surrendered for exchange as aforesaida public official pursuant to any applicable abandoned property, but, upon surrender, there shall be paid to the holders of Purchaser Common Stock issued in exchange for Company Common Stock the amount of dividends escheat or other distributions which shall have become payable to the Purchaser's stockholders of record after the date of the Closing, without interestsimilar law.

Surrender of Certificates. On the date of the Closing, the Purchaser will deliver to the exchange agent designated for the Merger (the "Exchange Agent"a) (i) certificates representing the number of shares of Purchaser Common Stock that will be required for delivery to the stockholders of the Company pursuant to the Merger, (ii) the appropriate amount of cash to be held in trust by the Exchange Agent and will take such further action At or as may be necessary in order that certificates for shares of Purchaser Common Stock and any fractional share cash consideration may be delivered to the stockholders of the Company. As promptly soon as practicable after the ClosingEffective Time, each ADAC will provide or mail to the holders of Company Stock Certificates (i) a letter of transmittal in customary form and containing such provisions as ADAC may reasonably require and (ii) instructions for use in effecting the surrender of Company Stock Certificates in exchange for cash consideration as provided in this Agreement. Upon surrender of a Company Stock Certificate to ADAC for exchange, together with a duly executed letter of transmittal and such other documents as may be reasonably required by ADAC, the holder of an outstanding certificate or certificates theretofore representing shares of such Company Common Stock shall surrender the same to the Exchange Agent and such holder Certificate shall be entitled to receive in exchange therefor a certificate the cash consideration, in immediately available funds, that such holder has the right to receive pursuant to the provisions of this Article 1, and the Company Stock Certificate so surrendered shall be canceled. Until surrendered as contemplated by this Section 1.8, each Company Stock Certificate shall be deemed, from and after the Effective Time, to represent only the right to receive upon such surrender cash consideration as contemplated by this Article 1. (b) ADAC shall not be liable to any holder or certificates representing the number former holder of whole shares of Purchaser Common Stock into which the shares of Company Common Stock were converted as with respect to any cash amounts issuable pursuant to this Article 1 which is delivered to a result of public official pursuant to any applicable abandoned property, escheat or similar law. (c) In the Merger. Dividends or other distributions payable after the Closing to holders of record after such date in respect of such event any certificate evidencing shares of Purchaser Common Stock resulting from the exchange of Company Common Stock shall not be paid to holders thereof until certificates are surrendered for exchange as aforesaidhave been mutilated, butlost, upon surrenderstolen or destroyed, there ADAC shall be paid to the holders of Purchaser Common Stock issued make payment in exchange for Company Common Stock such mutilated certificate or with respect to such lost, stolen or destroyed certificate, in each case upon the amount making of dividends an affidavit of that fact by the holder thereof, of such cash as may be required pursuant to this Article 1; PROVIDED, HOWEVER, that ADAC may, in its discretion and as a condition precedent to payment with respect to such mutilated, lost, stolen or other distributions which shall have become payable destroyed certificate, require the owner of such mutilated, lost, stolen or destroyed certificate to deliver a bond in such sum as ADAC may reasonably direct as indemnity against any claim that may be made against ADAC with respect to the Purchaser's stockholders of record after the date of the Closingcertificate alleged to have been mutilated, without interestlost, stolen or destroyed.

Surrender of Certificates. On (iii) Promptly after the Closing Date, to the extent not previously delivered, Acquirer shall mail, or cause to be mailed, a letter of transmittal in a form reasonably satisfactory to Acquirer (the “Letter of Transmittal”) to every holder of record of Company Capital Stock that was issued and outstanding immediately prior to the Effective Time, and that has delivered its Certificates (as defined below) together with a properly completed and duly executed Letter of Transmittal. The Letter of Transmittal shall specify that delivery of the certificates or instruments that immediately prior to the Effective Time represented issued and outstanding Company Capital Stock (the “Certificates”) shall be effected, and risk of loss and title to the Certificates shall pass, only upon receipt thereof by Acquirer (or, in the case of any lost, stolen or destroyed Certificate, compliance with Section 1.4(b)(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. (iv) At or immediately following the Closing, Acquirer shall (i) cause to be deposited with U.S. Bank National Association (or other bank or trust company as Acquirer may choose in its discretion) (the “Paying and Exchange Agent”) the Merger Consideration less the Escrow Amount and Extended Escrow Amount and (ii) cause to be deposited with U.S. Bank National Association (or another institution selected by Acquirer and reasonably satisfactory to the Company) as escrow agent (the “Escrow Agent”) the Escrow Amount and the Extended Escrow Amount. (v) As soon as reasonably practicable after the date of the Closing, the Purchaser will deliver delivery to the exchange agent designated for Paying and Exchange Agent of a Certificate (or an affidavit of loss as described in Section 1.4(b)(vi)), together with a properly completed and duly executed Letter of Transmittal and any other documentation required thereby, (A) the Merger holder of record of such Certificate shall be entitled to receive, subject to Section 1.4(e), (I) the "Exchange Agent"amount of cash and (II) (i) certificates representing subject to receipt of a valid Stock Election, the number of shares of Purchaser Acquirer Common Stock that will be required for delivery such holder has the right to the stockholders of the Company receive pursuant to the Merger, (iiSection 1.3(a) the appropriate amount of cash to be held in trust by the Exchange Agent and will take such further action as may be necessary in order that certificates for shares of Purchaser Common Stock and any fractional share cash consideration may be delivered to the stockholders of the Company. As promptly as practicable after the Closing, each holder of an outstanding certificate or certificates theretofore representing shares of Company Common Stock shall surrender the same to the Exchange Agent and such holder shall be entitled to receive in exchange therefor a certificate or certificates representing the number of whole shares of Purchaser Common Stock into which the shares of Company Common Stock were converted as a result of the Merger. Dividends or other distributions payable after the Closing to holders of record after such date in respect of such Certificate and (B) such Certificate shall be cancelled. (vi) Any certificates or book-entry entitlements representing the shares of Purchaser Acquirer Common Stock resulting to be issued pursuant to Section 1.3(a) shall bear the following legends to the extent applicable (along with any other legends that may be required under Applicable Law): (1) THE SHARES EVIDENCED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR UNDER APPLICABLE STATE SECURITIES LAWS AND HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF. NO SUCH SALE OR DISTRIBUTION MAY BE EFFECTED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR AN OPINION OF COUNSEL FOR THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT OR APPLICABLE STATE SECURITIES LAWS. (2) THE SHARES EVIDENCED HEREBY ARE SUBJECT TO INDEMNITY AND ESCROW OBLIGATIONS AS SET FORTH IN AN AGREEMENT WITH THE COMPANY.” It is Acquirer’s current policy not to issue stock certificates representing shares of its capital stock, and all new issuances of capital stock are reflected on Acquirer’s books and records in book entry only, with appropriate notations reflecting the applicable legends. (vii) Upon receipt of written confirmation of the effectiveness of the Merger from the exchange Secretary of Company State of the State of Delaware, Acquirer will instruct the Paying and Exchange Agent, subject to Section 1.4(e), (A) to pay to each Converting Holder by check or wire transfer of same‑day funds the aggregate amount of cash payable to such Converting Holder pursuant to Section 1.3(a) and (B) to deliver to each Converting Holder the aggregate number of shares of Acquirer Common Stock shall not be paid issuable to such Converting Holder pursuant to Section 1.3(a), in each case other than in respect of Dissenting Shares to holders thereof until certificates are surrendered for exchange thereof, and in each case as aforesaidpromptly as practicable following the submission of a Certificate to the Paying and Exchange Agent and a duly executed Letter of Transmittal by such Converting Holder. (viii) If any Certificate shall have been lost, butstolen or destroyed, upon surrenderthe making of an affidavit of that fact by the Person claiming such document to be lost, there shall stolen or destroyed and, if required by Acquirer or the Paying and Exchange Agent, the payment of any reasonable fees and the posting by such Person of a bond in such reasonable amounts as Acquirer may direct as indemnity against any claim that may be paid made against it with respect to such document, the holders of Purchaser Common Stock issued Paying and Exchange Agent will, subject to Section 1.4(e), pay and deliver, respectively, in exchange for Company Common Stock such lost, stolen or destroyed document the amount of dividends or other distributions which shall have become payable to the Purchaser's stockholders of record after the date applicable portion of the ClosingMerger Consideration payable and issuable, without interestrespectively, pursuant to Section 1.3(a).

Surrender of Certificates. On (a) Upon surrender of their NewCo Certificates at the date Closing with a properly completed letter of transmittal (the Closing, the Purchaser will deliver form of such letter of transmittal to be provided by Parent to the exchange agent designated for the Merger (the "Exchange Agent") (i) certificates representing the number of shares of Purchaser Common Stock that will be required Company for delivery to the stockholders of NewCo Stockholders no later than five (5) Business Days prior to Closing), the Company pursuant to the Merger, (ii) the appropriate amount of cash to be held in trust by the Exchange Agent and will take such further action as may be necessary in order that certificates for shares of Purchaser Common Stock and any fractional share cash consideration may be delivered to the stockholders of the Company. As promptly as practicable after the Closing, each holder of an outstanding certificate or certificates theretofore representing shares of Company Common Stock NewCo Stockholders shall surrender the same to the Exchange Agent and such holder shall be entitled to receive in exchange therefor a certificate or the Merger Consideration and certificates representing the number of whole shares of Purchaser Parent Common Stock into which the their shares of Company NewCo Common Stock were shall be converted as at the Effective Time, and the NewCo Certificates so surrendered shall forthwith be cancelled. Until so surrendered, outstanding NewCo Certificates will be deemed, from and after the Effective Time, to evidence only the right to receive the Merger Consideration set forth in Section 2.7(c) or, in the case of holders of Appraisal Shares, the right to receive the applicable payments set forth in Section 2.7(f). Notwithstanding the foregoing, in the event that a result NewCo Certificate has been lost, stolen or destroyed, a NewCo Stockholder may, in lieu of the Merger. Dividends surrendering such NewCo Certificate, deliver to Parent a loss affidavit in terms and substance reasonably satisfactory to Parent. (b) No dividends or other distributions payable declared or made after the Closing date of this Agreement with respect to holders of record after such date in respect of such shares of Purchaser Parent Common Stock resulting from with a record date after the exchange of Company Common Stock shall not be paid to holders thereof until certificates are surrendered for exchange as aforesaid, but, upon surrender, there shall Effective Time will be paid to the holders of Purchaser any unsurrendered NewCo Certificates with respect to the shares of Parent Common Stock to be issued upon surrender thereof until the holders of record of such NewCo Certificates, shall surrender such NewCo Certificates or a loss affidavit in exchange for Company Common Stock lieu thereof as provided in Section 2.8(a). Subject to applicable Law, following surrender of any such NewCo Certificates, or a loss affidavit in lieu thereof as provided in Section 2.8(a), with a properly completed letter of transmittal, Parent shall promptly deliver to the record holders thereof, without interest, the Merger Consideration set forth in Section 2.7(c) and the amount of any such dividends or other distributions which shall have become payable with a record date after the Effective Time theretofore paid with respect to the Purchaser's stockholders of record after the date of the Closing, without interestMerger Consideration set forth in Section 2.7(c).

Surrender of Certificates. On (a) As soon as practicable after the date of the ClosingEffective Time, the Purchaser will deliver a person appointed by ServiceMaster to act as exchange agent to effect the exchange agent designated for the Merger of certificates (the "Exchange Agent") shall mail to each holder of record of a certificate or certificates (the "Certificates") that immediately prior to the Effective Time represented outstanding Shares (other than Shares excluded from conversion under clauses (i) certificates representing the number - (iii) in Section 2.2) a form letter of shares of Purchaser Common Stock that will be required transmittal for delivery to the stockholders of the Company pursuant to the Merger, (ii) the appropriate amount of cash to be held in trust by the Exchange Agent and will take such further action as may be necessary in order that certificates for shares of Purchaser Common Stock and any fractional share cash consideration may be delivered to the stockholders of the Company. As promptly as practicable after the Closing, each holder of an outstanding certificate or certificates theretofore representing shares of Company Common Stock shall surrender the same return to the Exchange Agent (which form shall specify that delivery of Certificates shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Agent) and instructions for use in effecting the surrender of the certificates in exchange for the Merger Price. From time to time at or following the Effective time, ServiceMaster shall deposit with the Exchange Agent in trust for the benefit of the holders immediately available funds in an amount necessary to make the payments contemplated by Section 2.2 hereof on a timely basis (such amount being hereinafter referred to as the "Payment Fund"). Upon surrender of a Certificate for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by ServiceMaster and Barefoot, together with such letter of transmittal and such documentation as shall be necessary effectively to transmit the Certificate for cancellation, duly executed, the holder of such Certificates shall be entitled to receive in exchange therefor a the Merger Price, and the Certificate so surrendered shall forthwith be canceled. The Exchange Agent shall, pursuant to irrevocable instructions, make the payments referred to in the preceding sentence out of the Payment Fund. The Payment Fund shall not be used for any other purpose except as described herein. Until surrendered and exchanged, each such certificate shall represent solely the right to receive the Merger Price for each Share previously represented by that certificate, and ServiceMaster shall not be required to pay the holder thereof any property, stock or certificates representing the number of whole shares of Purchaser Common Stock into cash to which the shares of Company Common Stock were converted such holder otherwise would be entitled as a result holder of Barefoot Common Stock, provided that customary and appropriate procedures allowing for the Merger. Dividends surrender and exchange of former Shares represented by lost or other distributions payable after the Closing to holders of record after such date destroyed certificates shall be provided. (b) Any cash in respect of the Merger Price delivered or made available to the Exchange Agent pursuant to this Section 2.3 and not exchanged for Certificates within one year after the Effective Time pursuant to this Section 2.3 shall be returned by the Exchange Agent to ServiceMaster, after which time persons entitled thereto may look only to ServiceMaster for payment thereof, subject to the rights of holders of unsurrendered Certificates under this Article II and subject to any applicable abandoned property, escheat or similar law. (c) If the Merger Price is to be issued to a person whose name is other than that in which the Certificate surrendered in exchange therefor is registered, it shall be a condition of the issuance thereof that the Certificate so surrendered shall be properly endorsed and otherwise in proper form for transfer, and that the person requesting such shares exchange shall pay to the Exchange Agent any transfer or other taxes required by reason of Purchaser Common Stock resulting from the exchange payment of Company Common Stock the Merger Price to a person whose name is other than that of the registered holder of the Certificate so surrendered, or required for any other reason, or shall establish to the satisfaction of the Exchange Agent that such tax has been paid or is not payable. Notwithstanding the foregoing, neither the Exchange Agent nor any party hereto shall be liable to a holder of any Certificate for any amount paid to holders thereof until certificates are surrendered for exchange as aforesaidor deposited with a public official pursuant to any applicable abandoned property, but, upon surrenderescheat or similar law. 3 (d) After the Effective Time, there shall be paid no transfers on the stock transfer books for the Surviving Corporation of the Shares that were outstanding immediately prior to the holders of Purchaser Common Stock issued in exchange Effective Time. If, after the Effective Time, Certificates representing such shares are presented for Company Common Stock the amount of dividends or other distributions which shall have become payable transfer to the Purchaser's stockholders of record after Exchange Agent or to the date of Surviving Corporation, they shall be canceled and exchanged for the Closing, without interestMerger Price.

Surrender of Certificates. On the date of the Closing, the Purchaser will deliver to the exchange agent designated for the Merger (the "Exchange Agent") (i) certificates representing the number of shares of Purchaser Common Stock that will be required for delivery to the stockholders of the Company pursuant to the Merger, (ii) the appropriate amount of cash to be held in trust by the Exchange Agent and will take such further action as may be necessary in order that certificates for shares of Purchaser Common Stock and any fractional share cash consideration may be delivered to the stockholders of the Company. As promptly soon as practicable after the ClosingEffective Time, the Surviving Corporation shall cause to be mailed to each holder of an outstanding certificate record of certificate(s) or certificates theretofore representing shares other documents which represent Lyte Optronics Capital Stock (the "CERTIFICATES"), to be exchanged pursuant to Section 2.7 hereof (i) a letter of Company Common Stock transmittal (which shall surrender specify that, with respect to the same Certificates, delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Agent and shall be in such form and have such other provisions as AXT ▇▇▇ll reasonably agree) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for AXT ▇▇▇res. Upon surrender of a Certificate for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by AXT, ▇▇gether with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, the holder of such Certificates shall be entitled to receive in exchange therefor a certificate or certificates representing the number of whole shares of Purchaser Common AXT ▇▇▇mon Stock or AXT ▇▇▇ferred Stock (less the number of shares of AXT ▇▇▇mon Stock or AXT ▇▇▇ferred Stock, as the case may be, if any, to be deposited in the Escrow Fund on such holder's behalf pursuant to Article X hereof), plus cash in lieu of fractional shares in accordance with Section 2.7(f), to which such holder is entitled pursuant to Section 2.7(a). Certificates so surrendered pursuant to this Section 2.8(c) shall forthwith be canceled (if not otherwise canceled or terminated in accordance with their terms). As soon as practicable after the Effective Time, and subject to and in accordance with the provisions of Article X hereof, AXT ▇▇▇ll cause to be distributed to the Escrow Agent certificates representing that number of shares of AXT ▇▇▇mon Stock and AXT ▇▇▇ferred Stock equal to the Escrow Amount, which certificates shall be registered in the name of the Escrow Agent. Such shares shall be beneficially owned by the holders on whose behalf such shares were deposited in the Escrow Fund and shall be available to compensate AXT ▇▇ provided in Article X. Until surrendered as contemplated by this Section 2.8(c), each Certificate that, prior to the Effective Time, represented shares of Lyte Optronics Capital Stock will be deemed from and after the Effective Time, for all corporate purposes, to represent solely the right to receive upon such surrender that number of AXT ▇▇▇res (without interest and subject to applicable withholding, escheat and other laws) into which the shares of Company Common Stock were converted as a result of the Merger. Dividends or other distributions payable after the Closing to holders of record after such date in respect of such shares of Purchaser Common Stock resulting from the exchange of Company Common Lyte Optronics Capital Stock shall not be paid have been converted together with the right to holders thereof until certificates are surrendered for exchange as aforesaid, but, upon surrender, there shall be paid to the holders receive an amount in cash in lieu of Purchaser Common Stock issued any fractional shares in exchange for Company Common Stock the amount of dividends or other distributions which shall have become payable to the Purchaser's stockholders of record after the date of the Closing, without interestaccordance with Section 2.7(f).

Surrender of Certificates. On the date of the Closing, the Purchaser will deliver (a) Parent has selected TSX Trust Company to the act as exchange agent designated for in the Merger (the "“Exchange Agent") (i) ”). At the Effective Time, Parent shall deposit with the Exchange Agent certificates or evidence of book-entry shares representing the number of shares of Purchaser Common Stock that will be required for delivery to the stockholders of the Company Parent Shares issuable pursuant to Section 1.5. The Parent Shares and cash amounts so deposited with the MergerExchange Agent, (ii) the appropriate amount of cash to be held in trust together with any dividends or distributions received by the Exchange Agent and will take with respect to such further action shares, are referred to collectively as may be necessary in order that certificates for shares of Purchaser Common Stock and any fractional share cash consideration may be delivered the “Exchange Fund.” (b) Promptly after the Effective Time, Parent shall cause the Exchange Agent to mail to the stockholders Persons who were record holders of the Company. As promptly as practicable after the Closing, each holder of an outstanding certificate or certificates theretofore representing shares of Company Common Capital Stock that were converted into the right to receive the Merger Consideration: (i) a letter of transmittal in customary form and containing such provisions as Parent may reasonably specify (including a provision confirming that delivery of Company Stock Certificates shall be effected, and risk of loss and title to Company Stock Certificates shall pass, only upon proper delivery of such Company Stock Certificates to the Exchange Agent); and (ii) instructions for effecting the surrender the same of Company Stock Certificates, if any, in exchange for Parent Shares. Upon surrender of a Company Stock Certificate to the Exchange Agent for exchange, together with a duly executed letter of transmittal and such other documents as may be reasonably required by the Exchange Agent or Parent: (A) the holder of such Company Stock Certificate shall be entitled to receive in exchange therefor a certificate or certificates or book-entry shares representing the Merger Consideration (in a number of whole shares Parent Shares) that such holder has the right to receive pursuant to the provisions of Purchaser Common Section 1.5; and (B) the Company Stock into which Certificate so surrendered shall be canceled. Until surrendered as contemplated by this Section 1.7(b), each Company Stock Certificate, if any, shall be deemed, from and after the shares of Effective Time, to represent only the right to receive a certificate or certificates or book-entry Parent Shares representing the Merger Consideration. If any Company Common Stock were converted Certificate shall have been lost, stolen or destroyed, Parent may, in its discretion and as a result condition precedent to the delivery of any Parent Shares, 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 MergerCompany, 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. Dividends 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 Shares with a record date on or after the Closing to holders of record after such date in respect of such shares of Purchaser Common Stock resulting from the exchange of Company Common Stock shall not be paid to holders thereof until certificates are surrendered for exchange as aforesaid, but, upon surrender, there Effective Time shall be paid to the holders holder of Purchaser Common any unsurrendered Company Stock issued in exchange for Company Common Stock the amount of dividends or other distributions which shall have become payable Certificate with respect to the Purchaser's stockholders Parent Shares that such holder has the right to receive in the First Merger until such holder surrenders such Company Stock Certificate or provides an affidavit of record after loss or destruction in lieu thereof in accordance with this Section 1.7 (at which time (or, if later, on the date applicable payment date) such holder shall be entitled, subject to the effect of the Closingapplicable 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 Shares and any dividends or distributions with respect to Parent Shares. (e) Each of the Exchange Agent, Parent and the Surviving Corporation shall be entitled to deduct and withhold from any consideration deliverable pursuant to this Agreement to any holder of any Company Capital Stock or any other Person such amounts as such Party or the Exchange Agent may be required to deduct and withhold under the Code or under any other applicable Law. To the extent such amounts are so required to be 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 Parent Shares (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 Parent Shares issued pursuant to this Agreement shall bear legends (and Parent will make a notation on its transfer books to such effect) prominently stamped or printed thereon or the substance of which will otherwise be reflected on the books and records of the transfer agent for Parent Shares with respect to book-entry shares, in each case reading substantially as follows: “THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THESE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT PURPOSES AND NOT WITH A VIEW TO RESALE IN CONNECTION WITH A DISTRIBUTION AND MAY NOT BE SOLD OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT FOR SUCH SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND APPLICABLE STATE SECURITIES LAWS, OR AN EXEMPTION FROM REGISTRATION UNDER SUCH ACT.” and “THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO AND MAY ONLY BE TRANSFERRED IN COMPLIANCE WITH A LOCK-UP AGREEMENT, A COPY OF WHICH IS ON FILE AT THE PRINCIPAL OFFICE OF THE COMPANY.”

Surrender of Certificates. (a) On the date of the Closing, the Purchaser will deliver or prior to the Closing Date, Tranzyme and the Company shall agree upon and select a reputable bank, transfer agent or trust company to act as exchange agent designated for in the Merger (the "“Exchange Agent") ”). At or promptly following the Effective Time, Tranzyme shall deposit with the Exchange Agent: (i) certificates representing the number of shares of Purchaser Tranzyme Common Stock that will be required for delivery to the stockholders of the Company issuable pursuant to Section 1.5 in exchange for the Merger, (ii) the appropriate amount of cash to be held in trust by the Exchange Agent and will take such further action as may be necessary in order that certificates for shares of Purchaser Common Stock and any fractional share cash consideration may be delivered to the stockholders of the Company. As promptly as practicable after the Closing, each holder of an outstanding certificate or certificates theretofore representing shares of Company Common Stock and Company Preferred Stock pursuant to this Section 1.7. The shares of Tranzyme Common Stock and any dividends or distributions received by the Exchange Agent with respect to such shares, are referred to collectively as the “Exchange Fund.” (b) Promptly after the Effective Time, the Parties shall cause the Exchange Agent to mail to the Persons who were record holders of Company Stock Certificates immediately prior to the Effective Time: (i) a letter of transmittal in customary form and containing such provisions as Tranzyme 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 the same of Company Stock Certificates in exchange for certificates representing Tranzyme Common Stock. Upon surrender of a Company Stock Certificate to the Exchange Agent for exchange, together with a duly executed letter of transmittal and such other documents as may be reasonably required by the Exchange Agent or Tranzyme: (A) the holder of such Company Stock Certificate shall be entitled to receive in exchange therefor a certificate or certificates representing the number of whole shares of Purchaser Tranzyme Common Stock into which that such holder has the right to receive (and cash in lieu of any fractional share of Tranzyme Common Stock) pursuant to the provisions of Section 1.5; and (B) the 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 shares of Company Tranzyme Common Stock were converted (and cash in lieu of any fractional share of Tranzyme Common Stock). If any Company Stock Certificate shall have been lost, stolen or destroyed, Tranzyme may, in its discretion and as a result condition precedent to the delivery of any shares of Tranzyme Common Stock, require the Merger. Dividends 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 Tranzyme against any claim suffered by Tranzyme related to the lost, stolen or destroyed Company Stock Certificate or any Tranzyme Common Stock issued in exchange therefor as Tranzyme may reasonably request. (c) No dividends or other distributions payable declared or made with respect to Tranzyme Common Stock with a record date after the Closing to holders of record after such date in respect of such shares of Purchaser Common Stock resulting from the exchange of Company Common Stock shall not be paid to holders thereof until certificates are surrendered for exchange as aforesaid, but, upon surrender, there Effective Time shall be paid to the holders holder of Purchaser any unsurrendered Company Stock Certificate with respect to the shares of Tranzyme Common Stock issued that such holder has the right to receive in exchange for the Merger until such holder surrenders such Company Common Stock Certificate (or complies with the amount of dividends or other distributions lost stock provisions) in accordance with this Section 1.7 (at which time such holder shall have become payable be entitled, subject to the Purchaser's stockholders effect of record after the date of the Closingapplicable 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 180 days after the Closing Date shall be delivered to Tranzyme 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 Tranzyme for satisfaction of their claims for Tranzyme Common Stock, cash in lieu of fractional shares of Tranzyme Common Stock and any dividends or distributions with respect to shares of Tranzyme Common Stock. (e) Each of Tranzyme, Merger Sub, the Company, the Surviving Corporation and the Exchange Agent 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 who is entitled to receive merger consideration pursuant to this Section 1, such amounts as are 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 Form W-9 (or the appropriate Form W-8, as applicable) from any recipient of merger consideration hereunder. To the extent that amounts are so withheld or deducted, such withheld or deducted amounts shall be treated for all purposes of this Agreement as having been paid to the Person(s) 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 Tranzyme 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 Legal Requirement.

Surrender of Certificates. On the date (a) The Chief Financial Officer of the ClosingAcquiror, the Purchaser will deliver to or an institution selected by Acquiror, shall serve as the exchange agent designated for the Merger (the "Exchange Agent") for the Merger. (ib) certificates representing Within three (3) business days following the number Effective Time of shares of Purchaser Common Stock that will be required for delivery to the stockholders of the Company pursuant to the Merger, (ii) the appropriate amount of cash to be held in trust by the Exchange Agent and will take such further action as may be necessary in order that certificates for shares of Purchaser Common Stock and any fractional share cash consideration may be delivered to the stockholders of the Company. As promptly as practicable after the Closing, each holder of an outstanding certificate or certificates theretofore representing shares of Company Common Stock Acquiror shall surrender the same make available to the Exchange Agent for exchange in accordance with this Article 3, the amount of the Initial Consideration payable pursuant to Section 3.1(a) hereof in exchange for outstanding shares of Company Stock. (c) On or after the Closing Date (but in no event later than ten (10) business days after the Effective Time of the Merger), Acquiror shall or shall cause the Exchange Agent to, mail a letter of transmittal, in the form attached hereto as Exhibit C (the "Letter of Transmittal"), to each Company Shareholder at the address set forth opposite each such Company Shareholder's name on the Schedule 3.1(a) hereto. After receipt of such Letter of Transmittal, the Company Shareholders will surrender the certificates representing their shares of Company Stock to the Exchange Agent for cancellation together with a duly completed and validly executed Letter of Transmittal. Upon surrender of a stock certificate representing shares of the Company Stock for cancellation to the Exchange Agent, or such other agent or agents as may be appointed by Acquiror, together with such Letter of Transmittal, duly completed and validly executed in accordance with the instructions thereto, subject to the terms of Section 3.3(e) hereof, the holder of such stock certificate shall be entitled to receive from the Exchange Agent in exchange therefor, the amount of the Initial Consideration to which such holder is entitled pursuant to Section 3.1(a) hereof, and all stock certificates so surrendered shall be cancelled. Until so surrendered, each stock certificate representing shares of Company Stock outstanding after the Effective Time of the Merger will be deemed from and for all corporate purposes thereafter, to evidence only the right to receive the portion of the Total Consideration for which such shares of Company Stock shall have been so exchanged. No payments or other distributions of any portion of the Total Consideration will be made until the holder of Company Stock surrenders his, her or its stock certificate(s) pursuant hereto. (d) If any portion of the Total Consideration is to be issued in a name other than that in which the Company stock certificate surrendered in exchange therefor is registered, it will be a condition of the issuance or delivery thereof that the certificate so surrendered will be properly endorsed and otherwise in proper form for transfer and that the person requesting such exchange will have paid to Acquiror or certificates representing any agent designated by it any transfer or other taxes required by reason of the number payment of whole shares any portion of Purchaser Common Stock into which the Total Consideration in any name other than that of the registered holder of the certificate surrendered, or established to the satisfaction of Acquiror or any agent designated by it that such tax has been paid or is not payable. (e) Notwithstanding anything to the contrary in this Section 3.3, neither the Exchange Agent, the Surviving Corporation, nor any party hereto shall be liable to a holder of shares of Company Common Stock were converted as a result of the Merger. Dividends or other distributions payable after the Closing to holders of record after such date in respect of such shares of Purchaser Common Stock resulting from the exchange of Company Common Stock shall not be for any amount properly paid to holders thereof until certificates are surrendered for exchange as aforesaida public official pursuant to any applicable abandoned property, but, upon surrender, there shall be paid to the holders of Purchaser Common Stock issued in exchange for Company Common Stock the amount of dividends escheat or other distributions which shall have become payable to the Purchaser's stockholders of record after the date of the Closing, without interestsimilar law.

Surrender of Certificates. On the date of (a) At or prior to the Closing, the Purchaser will deliver Porter Bancorp shall deposit, or shall cause to the exchange agent designated be deposited, with ▇▇▇ ▇xchange Agent, which shall hold in trust for the Merger (the "Exchange Agent") (i) certificates representing the number benefit of shares of Purchaser Common Stock that will be required for delivery to the stockholders of the Company shareholders entitled thereto pursuant to the Mergerterms of this Agreement, (ii) the appropriate certificates representing Porter Bancorp Shares and an estimated amount of cash to be held paid pu▇▇▇▇▇▇ to Section 2.05 in trust exchange for outstanding Company Common Shares to which holders of Company Common Shares shall be entitled at the Effective Time pursuant to Sections 2.05 and 2.06. Porter shall make available directly or indirectly to the Exchange A▇▇▇▇, from time to time as needed, cash sufficient to pay cash in lieu of fractional Company Common Shares pursuant to Section 2.06. (b) On the Closing Date, Porter Bancorp shall have available for delivery to the Company shar▇▇▇▇▇▇rs, and as soon as reasonably practicable after the Effective Time and no later than five (5) Business Days thereafter, the Exchange Agent shall mail to each holder of record of a Company Certificate(s) that immediately prior to the Effective Time represented outstanding Company Common Shares that were converted into the right to receive the Merger Consideration pursuant to Section 2.05, (i) a letter of transmittal which letter shall be in customary form and reasonably acceptable to Company, and (ii) instructions for use in effecting the surrender of the Company Certificates in exchange for the Merger Consideration. Upon surrender of a Company Certificate for cancellation to the Exchange Agent together with such letter of transmittal, duly executed, and such other documents reasonably required by the Exchange Agent and will take such further action as may be necessary in order that certificates for shares of Purchaser Common Stock and any fractional share cash consideration may be delivered to accordance with customary exchange practices, the stockholders holder of the Company. As promptly as practicable after the Closing, each holder of an outstanding certificate or certificates theretofore representing shares of Company Common Stock shall surrender the same to the Exchange Agent and such holder Certificate shall be entitled to receive in exchange therefor a certificate or the Merger Consideration that such holder has the right to receive in respect of the Company Certificates surrendered pursuant to Section 2.05 (after taking into account all Company Common Shares held by such holder immediately prior to the Effective Time). The Exchange Agent shall make such payments and/or issue certificates representing the number Porter Bancorp Shares to which such holder was entitled ("Porter C▇▇▇▇▇▇cates") no later than five (5) Business Days follo▇▇▇▇ ▇eceipt of whole shares all of Purchaser Common Stock into which the shares documents referenced in the previous sentence in their proper form. In the event of a transfer of ownership of Company Common Stock were converted Shares that is not registered in the transfer records of Company, the aggregate Merger Consideration due may be issued to a transferee if the Company Certificate representing such Company Common Shares is presented to the Exchange Agent, accompanied by all documents required to evidence and effect such transfer and by evidence that any applicable stock transfer taxes have been paid. Until surrendered as contemplated by this Section 2.07, each Company Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the aggregate Merger Consideration due. (c) In the event any Company Certificates have been lost, stolen or destroyed, the Exchange Agent shall issue in exchange for such lost, stolen or destroyed Certificates, upon the making of an affidavit of the facts relating thereto by the holder(s) thereof, the consideration as may be required pursuant thereto; provided, however, that Porter Bancorp may, in its discretion, and as a result condition precedent t▇ ▇▇▇ issuance thereof, require the owners of such lost, stolen or destroyed Certificates to deliver a bond in such sum as it may reasonably direct as indemnity against any claim that may be made against Porter Bancorp or Company or any other party with respect to the Cer▇▇▇▇▇▇tes alleged to have been lost, stolen or destroyed. (d) Any portion of the MergerMerger Consideration that remains undistributed to the holders of Company Certificates for one year after the Effective Time shall be delivered to Porter Bancorp or otherwise on the instruction of Porter Bancorp, ▇▇▇ any holders of the Company Certificates who hav▇ ▇▇▇ theretofore complied with this Section 2.07 shall thereafter look only to Porter Bancorp for the Merger Consideration with respect to the ▇▇▇▇▇ny Common Shares formerly represented thereby to which such holders are entitled pursuant to Section 2.05 and 2.06 of this Agreement. Dividends Any such portion of the Merger Consideration remaining unclaimed by holders of Company Common Shares five years after the Effective Time (or such earlier date immediately prior to such time as such amounts would otherwise escheat to or become subject to the abandoned property law of any jurisdiction) shall, to the extent permitted by law, become the property of Porter Bancorp free and clear of any claims or interest of any Pers▇▇ ▇▇▇viously entitled thereto. (e) No dividends or other distributions payable with respect to the Porter Bancorp Shares with a record date occurring on or after the Closing to holders of record after such date in respect of such shares of Purchaser Common Stock resulting from the exchange of Company Common Stock shall not be paid to holders thereof until certificates are surrendered for exchange as aforesaid, but, upon surrender, there ▇▇▇▇ctive Time shall be paid to the holders holder of Purchaser any unsurrendered Company Certificate(s) representing Company Common Stock issued Shares converted in the Merger into the right to receive such Porter Bancorp Shares until the holder thereof shall be entitled to r▇▇▇▇▇▇ Porter Certificates in exchange for Company Common Stock therefore in accordance with t▇▇ ▇▇▇cedures set forth in this Section 2.07. After becoming so entitled to receive Porter Certificates in accordance with this Section 2.07, the amount of re▇▇▇▇ ▇older thereof also shall be entitled to receive any such dividends or other distributions distributions, without any interest thereon, which shall have theretofore had become payable with respect to Porter Bancorp Shares such holder had the right to receive upon s▇▇▇▇▇▇er of the Company Certificates. (f) The Exchange Agent shall invest any cash portion of the Merger Consideration as directed by Porter Bancorp, provided that such investments shall be invested ▇▇▇▇▇y in Federal Obligations and in agreements to repurchase Federal Obligations that are at least 100% collateralized by Federal Obligations marked to market on a daily basis. Any interest and other income resulting from such investments shall promptly be paid to Porter Bancorp. (g) Porter Bancorp shall deduct ▇▇▇ ▇▇thhold from the Merger Considerat▇▇▇ ▇therwise payable pursuant to this Agreement to any holder of Company Common Shares such amounts as it is required to deduct and withhold with respect to the Purchaser's stockholders making of record after such payment under the date Code and the rules and regulations promulgated thereunder or any provision of applicable law. To the extent that amounts are so deducted and withheld by Porter Bancorp, such deducted and withheld amounts shall be t▇▇▇▇▇▇ for all purposes of this Agreement as having been paid to the holder of the ClosingCompany Common Shares in respect to which such deduction and withholding were made by Porter Bancorp. (h) None of Porter Bancorp, without interestthe Su▇▇▇▇▇▇g Corporation, Company or the Exchange ▇▇▇▇▇ shall be liable to any Person in respect of any Merger Consideration delivered to a public official pursuant to any applicable abandoned property, escheat or similar law.

Surrender of Certificates. On (a) Prior to the date Effective Time, Parent shall designate a bank or trust company located in the United States which shall be reasonably satisfactory to the Company to act as paying agent (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 representing shares of Common Stock (and the associated Rights) (other than those which are held by any wholly-owned Subsidiary of the ClosingCompany, 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 Purchaser will deliver effectiveness of the Merger and the procedure for surrendering to the Paying Agent such certificate or certificates which immediately prior to the Effective Time represented outstanding shares of Common Stock (and the associated Rights) (the "Certificates") in exchange agent designated for the Merger (Consideration deliverable in respect thereof pursuant to this Article III. Upon the "Exchange Agent") (i) certificates representing surrender for cancellation to the Paying Agent of such Certificates, together with a letter of transmittal, duly executed and completed in accordance with the instructions thereon, and any other items reasonably required by the Paying Agent or Parent and specified by the letter of transmittal, the Paying Agent shall promptly pay to the Person entitled thereto the product of the Merger Consideration and the number of shares of Purchaser Common Stock that will (and the associated Rights) represented by such Certificates. Until so surrendered, each Certificate shall be required deemed, for delivery all corporate purposes, to evidence only the stockholders of right to receive upon such surrender the Company Merger Consideration deliverable in respect thereof to which such Person is entitled pursuant to the Merger, (ii) the appropriate amount of cash to be held in trust by the Exchange Agent and will take such further action as may be necessary in order that certificates for shares of Purchaser Common Stock and any fractional share cash consideration may be delivered to the stockholders of the Companythis Article III. As promptly as practicable after the Closing, each holder of an outstanding certificate or certificates theretofore representing shares of Company Common Stock shall surrender the same to the Exchange Agent and such holder No interest shall be entitled to receive in exchange therefor a certificate paid or certificates representing the number of whole shares of Purchaser Common Stock into which the shares of Company Common Stock were converted as a result of the Merger. Dividends or other distributions payable after the Closing to holders of record after such date accrued in respect of such shares 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 in exchange therefor are registered, it shall be a condition to the payment of Purchaser Common Stock resulting from the exchange 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 Company Common Stock the foregoing or establish to the reasonable satisfaction of the Paying Agent that such taxes have been paid or are not required to be paid. (c) In the event any Certificate shall not be paid to holders thereof until certificates are surrendered for exchange as aforesaidhave been lost, butstolen or destroyed, upon surrenderthe making of an affidavit of that fact by the Person claiming such Certificate to be lost, there stolen or destroyed, the Paying Agent shall be paid to the holders of Purchaser Common Stock issued issue in exchange for Company Common Stock such lost, stolen or destroyed Certificate the amount of dividends or other distributions which shall have become payable Merger Consideration deliverable in respect thereof as determined in accordance with this Article III; provided that the Person to whom the Merger Consideration is paid shall, as a condition precedent to the Purchaser's stockholders of record after payment thereof, give the date of Surviving Corporation a bond in such reasonable amount as it may direct or otherwise indemnify the ClosingSurviving Corporation in a manner reasonably satisfactory to it against any claim that may be made against the Surviving Corporation with respect to the Certificate claimed to have been lost, without intereststolen or destroyed.

Surrender of Certificates. On (a) Prior to the date Effective Time, Parent shall designate a bank or trust company located in the United States which shall be reasonably satisfactory to the Company to act as paying agent (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 representing shares of Common Stock (and the associated Rights) (other than those which are held by any wholly-owned Subsidiary of the ClosingCompany, 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 Purchaser will deliver effectiveness of the Merger and the procedure for surrendering to the Paying Agent such certificate or certificates which immediately prior to the Effective Time represented outstanding shares of Common Stock (and the associated Rights) (the "CERTIFICATES") in exchange agent designated for the Merger (Consideration deliverable in respect thereof pursuant to this Article III. Upon the "Exchange Agent") (i) certificates representing surrender for cancellation to the Paying Agent of such Certificates, together with a letter of transmittal, duly executed and completed in accordance with the instructions thereon, and any other items reasonably required by the Paying Agent or Parent and specified by the letter of transmittal, the Paying Agent shall promptly pay to the Person entitled thereto the product of the Merger Consideration and the number of shares of Purchaser Common Stock that will (and the associated Rights) represented by such Certificates. Until so surrendered, each Certificate shall be required deemed, for delivery all corporate purposes, to evidence only the stockholders of right to receive upon such surrender the Company Merger Consideration deliverable in respect thereof to which such Person is entitled pursuant to the Merger, (ii) the appropriate amount of cash to be held in trust by the Exchange Agent and will take such further action as may be necessary in order that certificates for shares of Purchaser Common Stock and any fractional share cash consideration may be delivered to the stockholders of the Companythis Article III. As promptly as practicable after the Closing, each holder of an outstanding certificate or certificates theretofore representing shares of Company Common Stock shall surrender the same to the Exchange Agent and such holder No interest shall be entitled to receive in exchange therefor a certificate paid or certificates representing the number of whole shares of Purchaser Common Stock into which the shares of Company Common Stock were converted as a result of the Merger. Dividends or other distributions payable after the Closing to holders of record after such date accrued in respect of such shares 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 in exchange therefor are registered, it shall be a condition to the payment of Purchaser Common Stock resulting from the exchange 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 Company Common Stock the foregoing or establish to the reasonable satisfaction of the Paying Agent that such taxes have been paid or are not required to be paid. (c) In the event any Certificate shall not be paid to holders thereof until certificates are surrendered for exchange as aforesaidhave been lost, butstolen or destroyed, upon surrenderthe making of an affidavit of that fact by the Person claiming such Certificate to be lost, there stolen or destroyed, the Paying Agent shall be paid to the holders of Purchaser Common Stock issued issue in exchange for Company Common Stock such lost, stolen or destroyed Certificate the amount of dividends or other distributions which shall have become payable Merger Consideration deliverable in respect thereof as determined in accordance with this Article III; PROVIDED that the Person to whom the Merger Consideration is paid shall, as a condition precedent to the Purchaser's stockholders of record after payment thereof, give the date of Surviving Corporation a bond in such reasonable amount as it may direct or otherwise indemnify the ClosingSurviving Corporation in a manner reasonably satisfactory to it against any claim that may be made against the Surviving Corporation with respect to the Certificate claimed to have been lost, without intereststolen or destroyed.

Surrender of Certificates. On the date Subject to Section 2.6 with respect to dissenting holders of CMI Common Stock, at the Closing, the Purchaser will deliver to the exchange agent designated for the Merger (the "Exchange Agent") following actions shall be taken: (i) Each holder of a certificate representing CMI Common Stock (a "CMI CERTIFICATE") or any document evidencing a CMI Option (a "CMI OPTION DOCUMENT") shall surrender it to Holdings, together with a duly endorsed transfer power and a letter of transmittal (a "LETTER OF TRANSMITTAL") in the form attached as Exhibit B (such Letter of Transmittal to be provided to the holder by CMI Acquisitions at least three business days prior to the Closing). Letters of Transmittal, together with any documents, transfer powers, or certificates representing accompanying such Letter of Transmittal, received by Holdings or CMI Acquisitions prior to the Closing shall be held in escrow until the Closing, at which time such documents shall, for purposes of this Agreement, be deemed surrendered to Holdings as if they were surrendered at the Closing. (ii) Holdings shall deliver to each holder of CMI Common Stock that is eligible for conversion pursuant to Section 2.1 who surrenders his CMI Certificates, and to each holder of any CMI Options who has agreed to receive Option Merger Consideration pursuant to Section 2.2 who surrenders his CMI Option Documents (A) payment, by wire transfer in immediately available funds to an account specified by such holder not less than two business days before the Closing Date, of an amount equal to the sum of (I) $43.00 multiplied by the number of shares of Purchaser CMI Common Stock represented by such CMI Certificates, plus (II) if applicable, the cash amount payable to that will holder pursuant to Section 2.2 with respect to any CMI Options surrendered in accordance with this Section 2.5. (B) a certificate representing that number of shares of Holdings Common Stock equal to (I) 2/45 multiplied by (II) the number of shares of CMI Common Stock represented by such CMI Certificates, (C) if applicable, a certificate representing that number of shares of Holdings Common Stock to be required for delivery issued to such holder pursuant to Section 2.2 with respect to any CMI Options surrendered in accordance with this Section 2.5, and (D) if applicable, as to any fractional share of Holdings Common Stock, a check payable to the stockholders holder representing the cash consideration to which such holder shall have become entitled pursuant to Section 2.3. (iii) The CMI Certificates and CMI Option Documents so surrendered shall be deemed canceled. To those shareholders of record or CMI Option holders entitled to receive consideration hereunder who do not surrender, or on whose behalf there is not surrendered, their CMI Common Stock or CMI Options at the Closing, the Surviving Corporation shall cause to be mailed promptly after the Effective Time, the Letter of Transmittal and the instructions thereto. After the Effective Time, the holders of CMI Common Stock or CMI Options shall be entitled to look to Holdings for payment of the Company pursuant Merger Consideration and Holdings shall promptly pay to such holder the MergerMerger Consideration upon the surrender by such holder of his or her CMI Certificates to Holdings in accordance with this Section 2.5. From the Effective Time until surrender in accordance with the provisions of this Section 2.5, (ii) the appropriate amount each share of cash to be held in trust by the Exchange Agent and will take such further action as may be necessary in order that certificates for shares of Purchaser CMI Common Stock and any fractional share cash consideration may be delivered to the stockholders of the Company. As promptly as practicable after the Closing, each holder of an outstanding certificate or certificates theretofore representing CMI Certificate evidencing such shares (other than shares of Company CMI Common Stock shall surrender the same that are held in CMI's treasury or are owned by Holdings or its subsidiaries or have been exchanged pursuant to the Exchange Agent Agreement) and such each CMI Option with respect to which the holder shall be entitled agrees to receive in exchange therefor a certificate the Option Merger Consideration pursuant to Section 2.2 shall represent for all purposes only the right to receive the Common Merger Consideration or certificates representing the number Option Merger Consideration from Holdings promptly upon surrender to Holdings of whole shares of Purchaser Common Stock into which the shares of Company Common Stock were converted as a result of the Mergersuch documents. Dividends or other distributions payable after the Closing to holders of record after such date All payments in respect of such shares of Purchaser CMI Common Stock resulting from or CMI Options that are made in accordance with the exchange terms of Company Common Stock shall not be paid to holders thereof until certificates are surrendered for exchange as aforesaid, but, upon surrender, there this Agreement shall be paid deemed to the holders have been made in full satisfaction of Purchaser Common Stock issued in exchange for Company Common Stock the amount of dividends or other distributions which shall have become payable all rights pertaining to the Purchaser's stockholders of record after the date of the Closing, without interestsuch securities.

Surrender of Certificates. (a) On the date of the Closing, the Purchaser will deliver or prior to the Closing Date, NitroMed and Archemix shall agree upon and select a reputable bank, transfer agent or trust company to act as exchange agent designated for in the Merger (the "“Exchange Agent") ”). At the Effective Time, NitroMed shall deposit with the Exchange Agent: (i) certificates representing the number of shares of Purchaser NitroMed Common Stock that will be required for delivery to the stockholders of the Company issuable pursuant to the Merger, Section 1.6; and (ii) cash sufficient to make payments in lieu of fractional shares in accordance with Section 1.6(c). The shares of NitroMed Common Stock and cash amounts so deposited with the appropriate amount of cash to be held in trust Exchange Agent, together with any dividends or distributions received by the Exchange Agent and will take with respect to such further action shares, are referred to collectively as may be necessary the “Exchange Fund.” (b) Promptly after the Effective Time, but in order that certificates for shares of Purchaser Common Stock and any fractional share cash consideration may be delivered no event more than 5 Business Days after the Effective Time, the Parties shall cause the Exchange Agent to mail to the stockholders Persons who were record holders of Archemix Stock Certificates immediately prior to the CompanyEffective Time: (i) a letter of transmittal in customary form and containing such provisions as NitroMed may reasonably specify (including a provision confirming that delivery of Archemix Stock Certificates shall be effected, and risk of loss and title to Archemix Stock Certificates shall pass, only upon delivery of such Archemix Stock Certificates to the Exchange Agent); and (ii) instructions for use in effecting the surrender of Archemix Stock Certificates in exchange for certificates representing NitroMed Common Stock. As promptly as practicable after the Closing, each holder Upon surrender of an outstanding certificate or certificates theretofore representing shares of Company Common Archemix Stock shall surrender the same Certificate to the Exchange Agent for exchange, together with a duly executed letter of transmittal and such other documents as may be reasonably required by the Exchange Agent or NitroMed: (A) the holder of such Archemix Stock Certificate shall be entitled to receive in exchange therefor a certificate or certificates representing the number of whole shares of Purchaser NitroMed Common Stock into that such holder has the right to receive pursuant to the provisions of Section 1.6 (and cash in lieu of any fractional share of NitroMed Common Stock); and (B) the Archemix Stock Certificate so surrendered shall be canceled. In the event of a transfer of ownership of Archemix Common Stock or Archemix Preferred Stock which is not registered in the transfer records of Archemix, a certificate representing the proper number of shares of NitroMed Common Stock plus cash in lieu of fractional shares pursuant to Section 1.6(c) may be issued or paid to a person other than the person in whose name the applicable Archemix Stock Certificate so surrendered is registered, if such Archemix Stock Certificate is presented to the Exchange Agent, accompanied by all documents required to evidence and effect such transfer and by evidence that any applicable stock transfer taxes have been paid, along with an applicable affidavit with respect to such Archemix Stock Certificate and such bond indemnifying NitroMed against any claims suffered by NitroMed related to such Archemix Stock Certificate or any NitroMed Common Stock issued in exchange therefor as NitroMed may reasonably request. Until surrendered as contemplated by this Section 1.9(b), each Archemix Stock Certificate shall be deemed, from and after the Effective Time, to represent only the right to receive shares of NitroMed Common Stock (and cash in lieu of any fractional share of NitroMed Common Stock) as contemplated by Section 1.6. If any Archemix Stock Certificate shall have been lost, stolen or destroyed, NitroMed may, in its discretion and as a condition precedent to the delivery of any shares of NitroMed Common Stock with respect to the shares of Company Archemix Common Stock were converted previously represented by such Archemix Stock Certificate, require the owner of such lost, stolen or destroyed Archemix Stock Certificate to provide an applicable affidavit with respect to such Archemix Stock Certificate and post a bond indemnifying NitroMed against any claim suffered by NitroMed related to the lost, stolen or destroyed Archemix Stock Certificate or any NitroMed Common Stock issued in exchange therefor as a result of the Merger. Dividends NitroMed may reasonably request. (c) No dividends or other distributions payable declared or made with respect to NitroMed Common Stock with a record date after the Closing to holders of record after such date in respect of such shares of Purchaser Common Stock resulting from the exchange of Company Common Stock shall not be paid to holders thereof until certificates are surrendered for exchange as aforesaid, but, upon surrender, there Effective Time shall be paid to the holders holder of Purchaser any unsurrendered Archemix Stock Certificate with respect to the shares of NitroMed Common Stock issued in exchange for Company Common Stock that such holder has the amount of dividends or other distributions which shall have become payable right to receive pursuant to the Purchaser's stockholders Merger until such holder surrenders such Archemix Stock Certificate in accordance with this Section 1.9 (at which time such holder shall be entitled, subject to the effect of record after the date of the Closingapplicable 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 Archemix Stock Certificates as of the date 180 days after the Closing Date shall be delivered or made available to NitroMed upon demand, and any holders of Archemix Stock Certificates who have not theretofore surrendered their Archemix Stock Certificates in accordance with this Section 1.9 shall thereafter look only to NitroMed for satisfaction of their claims for NitroMed Common Stock, cash in lieu of fractional shares of NitroMed Common Stock and any dividends or distributions with respect to shares of NitroMed Common Stock. (e) Each of the Exchange Agent and NitroMed shall be entitled to deduct and withhold from any consideration deliverable pursuant to this Agreement to any holder of any Archemix Stock Certificate such amounts as NitroMed 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. 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 Archemix Stock Certificate or to any other Person with respect to any shares of NitroMed 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 Legal Requirement.

Surrender of Certificates. On (a) Apricus and the date of Company agree to use the Closing, the Purchaser will deliver to the Exchange Agent as exchange agent designated for in the Merger (Merger. At the "Effective Time, Apricus shall deposit with the Exchange Agent") : (i) certificates evidence of book-entry shares representing the number of shares of Purchaser Apricus Common Stock that will be required for delivery to the stockholders of the Company issuable pursuant to the Merger, Section 1.5(a) and (ii) cash sufficient to make payments in lieu of fractional shares in accordance with Section 1.5(c). The Apricus Common Stock and cash amounts so deposited with the appropriate amount of cash to be held in trust Exchange Agent, together with any dividends or distributions received by the Exchange Agent and will take with respect to such further action shares, are referred to collectively as may be necessary in order that certificates for shares of Purchaser Common Stock and any fractional share cash consideration may be delivered the “Exchange Fund.” (b) Promptly after the Effective Time, the Parties shall cause the Exchange Agent to mail to the stockholders Persons who were record holders of the Company. As promptly as practicable after the Closing, each holder of an outstanding certificate or certificates theretofore representing shares of Company Capital Stock that were converted into the right to receive the Merger Consideration: (i) a letter of transmittal in customary form and containing such provisions as Apricus 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 Apricus Common Stock. Upon surrender of a Company Stock shall surrender the same Certificate to the Exchange Agent for exchange, together with a duly executed letter of transmittal and such other documents as may be reasonably required by the Exchange Agent or Apricus: (A) the holder of such Company Stock Certificate shall be entitled to receive in exchange therefor a certificate or certificates book-entry shares representing the Merger Consideration (in a number of whole shares of Purchaser Apricus 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 Apricus Common Stock into which 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 Company Apricus Common Stock were converted representing the Merger Consideration (and cash in lieu of any fractional share of Apricus Common Stock). If any Company Stock Certificate shall have been lost, stolen or destroyed, Apricus may, in its discretion and as a result condition precedent to the delivery of any shares of Apricus Common Stock, require the Mergerowner 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 Apricus against any claim suffered by Apricus related to the lost, stolen or destroyed Company Stock Certificate or any Apricus Common Stock issued in exchange therefor as Apricus may reasonably request. Dividends 6 Exhibit 2.1 (c) No dividends or other distributions payable declared or made with respect to Apricus Common Stock with a record date after the Closing to holders of record after such date in respect of such shares of Purchaser Common Stock resulting from the exchange of Company Common Stock shall not be paid to holders thereof until certificates are surrendered for exchange as aforesaid, but, upon surrender, there Effective Time shall be paid to the holders holder of Purchaser any unsurrendered Company Stock Certificate with respect to the shares of Apricus Common Stock issued that such holder has the right to receive in exchange for the Merger until such holder surrenders such Company Common Stock the amount Certificate or provides an affidavit of dividends loss or other distributions destruction in lieu thereof in accordance with this Section 1.8 (at which time such holder shall have become payable be entitled, subject to the Purchaser's stockholders effect of record after the date of the Closingapplicable abandoned property, escheat or similar laws, to receive all such dividends and distributions, without interest).

Surrender of Certificates. (a) On the date Closing Date, Purchaser or the Merger Sub will deliver, or cause to be delivered, to each Company Stockholder that portion of the ClosingMerger Consideration which such Company Stockholder has the right to receive pursuant to Section 1.2(a), the Purchaser will deliver subject to the exchange agent designated for terms Section 1.2(e) (regarding the Holdback Shares) and Section 1.5(b). (b) As a condition of obtaining the Merger Consideration, each Company Stockholder shall provide such certificate(s) which immediately prior to the Effective Time represented shares of Company Common Stock of the Stockholder (the "Exchange Agent") (i) certificates representing “Certificates”), together with such duly executed instruments of endorsement required to transfer such Certificates. In the number event any Certificate shall have been lost, stolen or destroyed, upon the making of shares an affidavit of Purchaser Common Stock that will be required for delivery to fact by the stockholders of the Company pursuant to the Merger, (ii) the appropriate amount of cash stockholder claiming such Certificate to be held in trust by the Exchange Agent and will take such further action lost, stolen or destroyed, Purchaser shall, as may be necessary in order that certificates for shares of Purchaser Common Stock and any fractional share cash consideration may be delivered to the stockholders of the Company. As promptly as practicable following the receipt by Purchaser of the foregoing documents, subject to the terms of Section 1.2(e) (regarding the withholding of the Holdback Shares), issue in exchange for such lost, stolen or destroyed Certificate that portion of the Merger Consideration and any other amount payable pursuant to Section 1.2(a) represented by the lost, stolen or destroyed Certificate in exchange therefor which the Company stockholder has the right to receive. Purchaser may, as a condition precedent to the issuance thereof require the owner of such lost, stolen or destroyed Certificate to provide to Purchaser an indemnity agreement or bond against any claim that may be made against the Purchaser with respect to the Certificate alleged to have been lost, stolen or destroyed. (c) From and after the ClosingEffective Time, each holder no shares of an outstanding certificate Company capital stock will be deemed to be outstanding, and holders of Certificates formerly representing such Company Common Stock shall cease to have any rights with respect thereto except as provided herein or certificates theretofore by applicable law. (d) At the Effective Time, the stock transfer books of Company shall be closed and no transfer of Company capital stock shall thereafter be made. If, after the Effective Time, Certificates formerly representing shares of Company Common Stock shall surrender are presented to Purchaser or the same to the Exchange Agent and such holder Surviving Corporation, they shall be entitled cancelled and exchanged for that portion of the Merger Consideration and any other amount payable with respect to receive in exchange therefor a certificate or certificates representing the number of whole shares of Purchaser such Company Common Stock into which in accordance with the provisions of this Agreement. (e) There shall be no further registration of transfers on the stock transfer books of the Surviving Corporation of the shares of Company Common Stock which were converted as a result of outstanding immediately prior to the MergerEffective Time. Dividends or other distributions payable If, after the Closing Effective Time, Certificates are presented to holders of record after such date in respect of such shares of Purchaser Common Stock resulting from the exchange of Company Common Stock shall not be paid to holders thereof until certificates are surrendered Surviving Corporation for exchange as aforesaidany reason, but, upon surrender, there they shall be paid to the holders surrendered and cancelled as provided in paragraph (c) of Purchaser Common Stock issued in exchange for Company Common Stock the amount of dividends or other distributions which shall have become payable to the Purchaser's stockholders of record after the date of the Closing, without interestthis Section.

Surrender of Certificates. On the date of the Closing, the Purchaser will deliver (a) Concurrently with or prior to the exchange 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 designated for the Merger (the "Exchange Paying Agent") (i) certificates representing for purposes of making the number of shares of Purchaser Common Stock that will be required for delivery to the stockholders of the Company pursuant to the Merger, (ii) the appropriate amount of cash to be held in trust by the Exchange Agent and will take such further action as may be necessary in order that certificates for shares of Purchaser Common Stock and any fractional share cash consideration may be delivered to the stockholders of the Companypayments contemplated hereby. As promptly soon as practicable after the ClosingEffective Time, Sub shall (and if necessary Parent shall cause Sub to) cause the Paying Agent to mail and/or make available to each holder of an outstanding a certificate theretofore evidencing shares of Common Stock (other than those which are held by any subsidiary of the Company or in the treasury of the Company or which are held directly or indirectly by Parent or any direct or indirect subsidiary of Parent (including Sub)) a Letter of Transmittal advising such holder of the effectiveness of the Merger and the procedure for surrendering to the Paying Agent such certificate or certificates theretofore representing shares of Company which immediately prior to the Effective Time 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 Paying Agent of such Certificates, together with a Letter of Transmittal, duly executed and completed in accordance with the instructions thereon, and any other items specified by the Letter of Transmittal, the Paying Agent shall promptly pay to the Person (as defined in Section 7.14 hereof) entitled thereto the Merger Consideration deliverable in respect thereof. Until so surrendered, each Certificate shall be deemed, for all corporate purposes, to evidence only the right to receive upon such surrender the same Merger Consideration deliverable in respect thereof to the Exchange Agent and which such holder Person is entitled pursuant to this Article II. No interest shall be entitled to receive in exchange therefor a certificate paid or certificates representing the number of whole shares of Purchaser Common Stock into which the shares of Company Common Stock were converted as a result of the Merger. Dividends or other distributions payable after the Closing to holders of record after such date accrued in respect of such shares 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 in exchange therefor are registered, it shall be a condition to the payment of Purchaser Common Stock resulting from the exchange 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 Company Common Stock the foregoing or establish to the satisfaction of the Paying Agent that such taxes have been paid or are not required to be paid. (c) In the event any Certificate shall not be paid to holders thereof until certificates are surrendered for exchange as aforesaidhave been lost, butstolen or destroyed, upon surrenderthe making of an affidavit of that fact by the Person claiming such Certificate to be lost, there shall be paid to stolen or destroyed, the holders of Purchaser Common Stock issued Paying Agent will issue in exchange for Company Common Stock such lost, stolen or destroyed Certificate the amount of dividends or other distributions which shall have become payable Merger Consideration deliverable in respect thereof as determined in accordance with this Article II; provided that, the Person to whom the Merger Consideration is paid shall, as a condition precedent to the Purchaser's stockholders of record after payment thereof, give the date of Surviving Corporation a bond in such sum as it may direct or otherwise indemnify the ClosingSurviving 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, without intereststolen or destroyed.

Surrender of Certificates. On 1.10.1 Prior to the date Effective Time, New BH shall appoint its transfer agent to act as exchange agent (the “Exchange Agent”) for the delivery of the ClosingMerger Consideration. 1.10.2 As soon as reasonably practicable after the Effective Time, the Purchaser will deliver to the exchange agent designated for the Merger (the "Exchange Agent") (i) certificates representing the number of shares of Purchaser Common Stock that will be required for delivery to the stockholders of the Company pursuant to the Merger, (ii) the appropriate amount of cash to be held in trust by New BH shall cause the Exchange Agent and will take such further action as may be necessary in order that certificates for shares of Purchaser Common Stock and any fractional share cash consideration may be delivered to the stockholders of the Company. As promptly as practicable after the Closing, mail to each holder of an outstanding certificate or certificates theretofore representing record of shares of Company Common Stock whose shares of Company Common Stock were converted pursuant to Section 1.8.1 into the right to receive the Merger Consideration (a) a letter of transmittal (which shall surrender specify that delivery shall be effected, and risk of loss and title to the same Certificates shall pass, only upon proper delivery of the Certificates to the Exchange Agent and shall be in such form and have such other provisions (including customary provisions with respect to delivery of an “agent’s message” with respect to Book-Entry Shares) as New BH shall reasonably designate) (the “Letter of Transmittal”) and (b) instructions for use in effecting the surrender of Certificates or Book-Entry Shares in exchange for the Merger Consideration and any Fractional Share Amount (and for making such holder’s election as to the Fractional Share Amount). 1.10.3 Upon surrender of Certificates or Book-Entry Shares to the Exchange Agent (in the case of Book-Entry Shares, by receipt of the Exchange Agent of an “agent’s message”) together with the Letter of Transmittal, duly completed and validly executed in accordance with the instructions thereto, and such other documents as may customarily be required by the Exchange Agent, the holder of such Certificates or Book-Entry Shares shall be entitled to receive in exchange therefor a certificate or certificates representing the number of whole shares of Purchaser Common Stock Merger Consideration into which the shares represented by such Certificates or Book-Entry Shares have been converted pursuant to this Agreement, together with any Fractional Share Amount. In the event of a transfer of ownership of shares of Company Common Stock were converted as a result that is not registered in the transfer or stock records of the Merger. Dividends Company, any shares of New BH Common Stock to be issued upon due surrender of the Certificate or other distributions payable after the Closing to holders of record after such date in respect of Book-Entry Share formerly representing such shares of Purchaser Common Stock resulting from the exchange of Company Common Stock may be issued to such a transferee if such Certificate or Book-Entry Share is presented to the Exchange Agent, accompanied by all documents required to evidence and effect such transfer and to evidence that any applicable stock transfer or other similar taxes have been paid or are not applicable. Until surrendered as contemplated by this Section 1.10, each Certificate and Book-Entry Share (other than shares held by the Company or any subsidiary of the Company) shall not be paid deemed at any time after the Effective Time to holders thereof until certificates are surrendered for exchange as aforesaid, butrepresent only the right to receive, upon surrender, there shall be paid such surrender pursuant to the holders terms of Purchaser Common Stock issued in exchange for Company Common Stock this Agreement, the amount of dividends Merger Consideration into which the shares represented by such Certificates or other distributions which shall Book-Entry Shares have become payable been converted pursuant to the Purchaser's stockholders of record after the date of the Closingthis Agreement, without interesttogether with any Fractional Share Amount.

Surrender of Certificates. On Prior to the date of the ClosingEffective Time, the Purchaser will deliver ZiaSun shall designate its legal counsel, Wenthur & Chachas, to act as the exchange agent designated for the Merger (the "Exchange Agent") (i) certificates representing in the Merger. Promptly after the Effective Time, ZiaSun shall make available to the Exchange Agent for exchange in accordance with this Section 1.7, the aggregate number of shares of Purchaser ZiaSun Common Stock that will be required for delivery to the stockholders of the Company issuable pursuant to Section 1.5 in exchange for all issued and outstanding shares of Internet Services Common Stock. Promptly after the MergerEffective Time, (ii) the appropriate amount of cash Surviving Corporation shall cause to be held in trust by the Exchange Agent and will take such further action as may be necessary in order that certificates for shares of Purchaser Common Stock and any fractional share cash consideration may be delivered mailed to the stockholders of the Company. As promptly as practicable after the Closing, each holder of an outstanding record of a certificate or certificates theretofore representing (the "Certificates") which immediately prior to the Effective Time represented outstanding shares of Company Internet Services Common Stock whose shares were converted to the right to receive shares of ZiaSun Common Stock pursuant to Section 1.5, (i) a letter of transmittal (which shall surrender specify that delivery shall be effected, and the same 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 ZiaSun may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for certificates representing shares of ZiaSun Common Stock. Upon surrender of a Certificate for cancellation to the Exchange Agent together with such letter of transmittal duly completed and validly executed in accordance with the instructions thereto, the holder of the Certificate shall be entitled to receive in exchange therefor therefore a certificate or certificates representing the number of whole shares of Purchaser ZiaSun Common Stock plus cash in lieu of fractional shares in accordance with Section 1.5, to which such holder is entitled pursuant to Section 1.5, and the Certificate so surrendered shall forthwith be canceled. Until so surrendered, each outstanding Certificate that, prior to the Effective Time, represented shares of Internet Services Common Stock will be deemed from and after the Effective Time, for all corporate purposes, to evidence the ownership of the number of full shares of ZiaSun Common Stock into which the shares of Company Common Stock were converted as a result of the Merger. Dividends or other distributions payable after the Closing to holders of record after such date in respect of such shares of Purchaser Common Stock resulting from the exchange of Company Internet Services Common Stock shall not be paid and have been so converted and the right to holders thereof until certificates are surrendered for exchange as aforesaid, but, upon surrender, there shall be paid to the holders of Purchaser Common Stock issued receive an amount in exchange for Company Common Stock the amount of dividends or other distributions which shall have become payable to the Purchaser's stockholders of record after the date cash in lieu of the Closing, without interestissuance of any fractional shares in accordance with Section 1.5.

Surrender of Certificates. On the date of the Closing, the Purchaser will deliver to the exchange agent designated for the Merger (the "Exchange Agent") (i) certificates representing the number of shares of Purchaser Common Stock that will be required for delivery to the stockholders of the Company pursuant to the Merger, (ii) the appropriate amount of cash to be held in trust by the Exchange Agent and will take such further action as may be necessary in order that certificates for shares of Purchaser Common Stock and any fractional share cash consideration may be delivered to the stockholders of the Company. As promptly soon as practicable after the ClosingEffective Time but in no event later than three (3) business days following the Effective Time, the Exchange Agent shall deliver to each holder of an outstanding record of a certificate or certificates theretofore representing which, as of the Effective Time, represented outstanding shares of Company Common Stock (each, a "Certificate"): (i) a 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 the Exchange Agent) to the Exchange Agent; and (ii) instructions for use in effecting the surrender of the same Certificates in exchange for the Merger Consideration. The foregoing letter of transmittal and instructions shall be subject to prior approval of the Company. 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 therefor therefor, a certificate or certificates representing evidencing the number of whole shares of Purchaser Common Stock into which the shares of Company Common Stock were Stock, theretofore represented by the Certificate so surrendered, shall have been converted as a result pursuant to the provisions of Section 1.2 (and, where applicable, cash in lieu of fractional shares, also pursuant to the provisions of Section 1.2) 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 Mergerreceipt of all required documentation. Dividends or other distributions payable after the Closing to holders of record after such date in respect of such shares of If any Purchaser Common Stock resulting from the exchange to be exchanged for shares of Company Common Stock shall not is to be paid to holders thereof until certificates are delivered in a name other than that in which the Certificate surrendered for exchange as aforesaidis registered, butit shall be a condition to the exchange that the Certificate so surrendered shall be properly endorsed or otherwise in proper form for transfer, upon surrenderthat all signatures shall be guaranteed by a member firm of any national securities exchange in the United States or the National Association of Securities Dealers, Inc., or by a commercial bank or trust company or other financial institution acceptable to Purchaser having an office in the United States, and that the person requesting the payment shall either (a) pay to the Exchange Agent any transfer or other taxes required by reason of the payment to a person other than the registered holder of the certificate surrendered, or (b) establish to the satisfaction of the Exchange Agent that such taxes have been paid or are not payable. From and after the Effective Time, there shall be paid no transfers on the stock transfer books of the Company of any shares of Company Common Stock outstanding immediately prior to the holders Effective Time and any such shares of Purchaser Company Common Stock issued presented to the Exchange Agent shall be cancelled in exchange for Company Common Stock the amount of dividends or other distributions which shall have become Merger Consideration payable to the Purchaser's stockholders of record after the date of the Closing, without interestwith respect thereto as provided in Section 1.2 above.

Surrender of Certificates. On (a) As soon as practicable after the date of the ClosingEffective Time, the Purchaser will deliver a person appointed by ServiceMaster to act as exchange agent to effect the exchange agent designated for the Merger of certificates (the "Exchange Agent") shall mail to each holder of record of a certificate or certificates (the "Certificates") that immediately prior to the Effective Time represented outstanding Shares (other than Shares excluded from conversion under clauses (i) certificates representing the number - (iii) in Section 2.2) a form letter of shares of Purchaser Common Stock that will be required transmittal for delivery to the stockholders of the Company pursuant to the Merger, (ii) the appropriate amount of cash to be held in trust by the Exchange Agent and will take such further action as may be necessary in order that certificates for shares of Purchaser Common Stock and any fractional share cash consideration may be delivered to the stockholders of the Company. As promptly as practicable after the Closing, each holder of an outstanding certificate or certificates theretofore representing shares of Company Common Stock shall surrender the same return to the Exchange Agent (which form shall specify that delivery of Certificates shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Agent) and instructions for use in effecting the surrender of the certificates in exchange for the Merger Price. From time to time at or following the Effective time, ServiceMaster shall deposit with the Exchange Agent in trust for the benefit of the holders immediately available funds in an amount necessary to make the payments contemplated by Section 2.2 hereof on a timely basis (such amount being hereinafter referred to as the "Payment Fund"). Upon surrender of a Certificate for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by ServiceMaster and Barefoot, together with such letter of transmittal and such documentation as shall be necessary effectively to transmit the Certificate for cancellation, duly executed, the holder of such Certificates shall be entitled to receive in exchange therefor a the Merger Price, and the Certificate so surrendered shall forthwith be canceled. The Exchange Agent shall, pursuant to irrevocable instructions, make the payments referred to in the preceding sentence out of the Payment Fund. The Payment Fund shall not be used for any other purpose except as described herein. Until surrendered and exchanged, each such certificate shall represent solely the right to receive the Merger Price for each Share previously represented by that certificate, and ServiceMaster shall not be required to pay the holder thereof any property, stock or certificates representing the number of whole shares of Purchaser Common Stock into cash to which the shares of Company Common Stock were converted such holder otherwise would be entitled as a result holder of Barefoot Common Stock, provided that customary and appropriate procedures allowing for the Merger. Dividends surrender and exchange of former Shares represented by lost or other distributions payable after the Closing to holders of record after such date destroyed certificates shall be provided. (b) Any cash in respect of the Merger Price delivered or made available to the Exchange Agent pursuant to this Section 2.3 and not exchanged for Certificates within one year after the Effective Time pursuant to this Section 2.3 shall be returned by the Exchange Agent to ServiceMaster, after which time persons entitled thereto may look only to ServiceMaster for payment thereof, subject to the rights of holders of unsurrendered Certificates under this Article II and subject to any applicable abandoned property, escheat or similar law. (c) If the Merger Price is to be issued to a person whose name is other than that in which the Certificate surrendered in exchange therefor is registered, it shall be a condition of the issuance thereof that the Certificate so surrendered shall be properly endorsed and otherwise in proper form for transfer, and that the person requesting such shares exchange shall pay to the Exchange Agent any transfer or other taxes required by reason of Purchaser Common Stock resulting from the exchange payment of Company Common Stock the Merger Price to a person whose name is other than that of the registered holder of the Certificate so surrendered, or required for any other reason, or shall establish to the satisfaction of the Exchange Agent that such tax has been paid or is not payable. Notwithstanding the foregoing, neither the Exchange Agent nor any party hereto shall be liable to a holder of any Certificate for any amount paid to holders thereof until certificates are surrendered for exchange as aforesaidor deposited with a public official pursuant to any applicable abandoned property, but, upon surrenderescheat or similar law. (d) After the Effective Time, there shall be paid no transfers on the stock transfer books for the Surviving Corporation of the Shares that were outstanding immediately prior to the holders of Purchaser Common Stock issued in exchange Effective Time. If, after the Effective Time, Certificates representing such shares are presented for Company Common Stock the amount of dividends or other distributions which shall have become payable transfer to the Purchaser's stockholders of record after Exchange Agent or to the date of Surviving Corporation, they shall be canceled and exchanged for the Closing, without interestMerger Price.

Surrender of Certificates. (A) On the date of the Closing, the Purchaser will deliver or prior to the Closing Date, Parent shall select a reputable bank or trust company to act as exchange agent designated for the in Merger I (the "Exchange Agent") ). Promptly after the Effective Time of Merger I, Parent shall deposit with the Exchange Agent: (i) certificates representing the number of shares of Purchaser Parent Common Stock that will be required for delivery to the stockholders of the Company issuable pursuant to the Merger, Section 1.5(a)(iii); (ii) nontransferable certificates representing the appropriate amount right to receive a portion of cash the Balance Shares pursuant to Section 1.11 below or alternatively, shall provide for a global certificate representing such rights to be held deposited with The Depositary Trust Company; and (iii) cash sufficient to make payments in trust lieu of fractional shares in accordance with Section 1.5(d). The shares of Parent Common Stock and cash amounts so deposited with the Exchange Agent, together with any dividends or distributions received by the Exchange Agent and with respect to such shares, are referred to collectively as the "Exchange Fund." (B) Promptly after the Effective Time of Merger I, the Exchange Agent will take such further action as may be necessary in order that certificates for shares of Purchaser Common Stock and any fractional share cash consideration may be delivered mail to the stockholders of the Company. As promptly as practicable after the Closing, each holder of an outstanding certificate or certificates theretofore representing shares Persons who were record holders of Company Common Stock Certificates immediately prior to the Effective Time of Merger I: (i) a letter of transmittal in customary form and containing such provisions as Parent may reasonably specify (including a provision confirming that delivery of Company Stock Certificates shall surrender the same 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 Agent); and (ii) instructions for use in effecting the surrender of Company Stock Certificates in exchange for certificates representing Parent Common Stock. The letter of transmittal shall provide a reasonably detailed description of (A) the method employed by Parent for (1) the holder of such holder Company Stock Certificate shall be entitled to receive in exchange therefor a certificate or certificates representing the number of whole shares of Purchaser Parent Common Stock into which that such holder has the right to receive pursuant to the provisions of Section 1.5 (and cash in lieu of any fractional share of Parent Common Stock); and (2) the 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 of Merger I, to represent only the right to receive shares of Parent Common Stock (and cash in lieu of any fractional share of Parent Common Stock) as contemplated by Section 1.5. If any Company Stock Certificate shall have been lost, stolen or destroyed, Parent may, in its discretion and as a condition precedent to the delivery of any shares of Parent Common Stock with respect to the shares of Company Common Stock were converted 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 a result Parent may reasonably direct) as indemnity against any claim that may be made against the Exchange Agent, Parent, Surviving Entity I or Surviving Entity with respect to such Company Stock Certificate. (C) Notwithstanding anything to the contrary contained in this Agreement, no shares of Parent Common Stock (or certificates therefor) shall be delivered in exchange for any Company Stock Certificate to any Person who may be an "affiliate" (as that term is used in Rule 145 under the Securities Act) of the Merger. Dividends Company until such Person shall have delivered to Parent and the Company a duly executed Affiliate Agreement as contemplated by Section 5.9. (D) No dividends or other distributions payable declared or made with respect to Parent Common Stock with a record date after the Closing to holders Effective Time of record after such date in respect of such shares of Purchaser Common Stock resulting from the exchange of Company Common Stock shall not be paid to holders thereof until certificates are surrendered for exchange as aforesaid, but, upon surrender, there Merger I shall be paid to the holders holder of Purchaser any unsurrendered Company Stock Certificate with respect to the shares of Parent Common Stock issued that such holder has the right to receive in exchange for Merger I until such holder surrenders such Company Common Stock the amount of dividends or other distributions Certificate in accordance with this Section 1.7 (at which time such holder shall have become payable be entitled, subject to the Purchaser's stockholders effect of record after the date of the Closingapplicable abandoned property, escheat or similar laws, to receive all such dividends and distributions, without interest). (E) Any portion of the Exchange 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 Parent Common Stock, a portion of the Balance Shares pursuant to Section 1.11, cash in lieu of fractional shares of Parent Common Stock and any dividends or distributions with respect to shares of Parent Common Stock. (F) Each of the Exchange Agent, Parent and Surviving Entity shall be entitled to deduct and withhold from any consideration deliverable pursuant to this Agreement to any holder of any Company Stock Certificate such amounts as 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. To the extent such amounts are so deducted or withheld, such amounts shall be treated for all purposes under this Agreement as having been paid to the Person to whom such amounts would otherwise have been paid. (G) Neither Parent, Surviving Entity I nor Surviving Entity 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 Legal Requirement. (H) Parent shall at all times prior to the Balance Share Distribution Date maintain an accurate and complete list of the record holders of all rights to receive a portion of the Balance Shares pursuant to Section 1.11 below. After the Effective Time of Merger I, Parent shall use its commercially reasonable efforts to deliver appropriate notices and communications to securities depositories and take such other steps as may be commercially reasonable for such depositaries to record and take note of those beneficial owners of the Primary Shares as of the Effective Time of Merger I on whose behalf such depositories hold Primary Shares in their record name.

Surrender of Certificates. On the date of the Closing, the Purchaser will deliver to the exchange agent designated for the Merger (the "Exchange Agent"a) (i) certificates representing the number of shares of Purchaser Common Stock that will be required for delivery to the stockholders of the Company pursuant to the Merger, (ii) the appropriate amount of cash to be held in trust by the Exchange Agent and will take such further action as may be necessary in order that certificates for shares of Purchaser Common Stock and any fractional share cash consideration may be delivered to the stockholders of the Company. As promptly soon as practicable after the ClosingEffective Time, the Surviving Corporation shall mail or make available to each holder of an outstanding a certificate theretofore evidencing shares of Company 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 EMKT, FMI or any direct or indirect Subsidiary of EMKT or FMI) a notice and letter of transmittal advising such holder of the effectiveness of the Merger and the procedure for surrendering to the Surviving Corporation such certificate or certificates theretofore representing shares that immediately prior to the Effective Time represented outstanding Company 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 Surviving Corporation of Company Common Stock such Certificates, together with a letter of transmittal, duly executed and completed in accordance with the instructions thereon, and any other items specified by the letter of transmittal, the Surviving Corporation shall promptly deliver to the Person (as defined in Section 9.14) entitled thereto the Merger Consideration deliverable in respect thereof. Until so surrendered, each Certificate shall be deemed, for all corporate purposes, to evidence only the right to receive upon such surrender the same Merger Consideration deliverable in respect thereof to which such Person is entitled pursuant to this Article I. (b) If the Exchange Agent and such holder shall Merger Consideration (or any portion thereof) is to be entitled delivered to receive a Person other than the Person in whose name the Certificates surrendered in exchange therefor are registered, it shall be a certificate or certificates representing condition to the number of whole shares of Purchaser Common Stock into which the shares of Company Common Stock were converted as a result payment of the Merger. Dividends 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 Surviving Corporation any transfer or other distributions taxes payable after by reason of the Closing foregoing or establish to holders the satisfaction of record after the Surviving Corporation that such date in respect of such shares of Purchaser Common Stock resulting from taxes have been paid or are not required to be paid. (c) In the exchange of Company Common Stock event any Certificate shall not be paid to holders thereof until certificates are surrendered for exchange as aforesaidhave been lost, butstolen or destroyed, upon surrenderthe making of an affidavit of that fact by the Person claiming such certificate to be lost, there shall be paid to stolen or destroyed, the holders of Purchaser Common Stock issued Surviving Corporation will issue in exchange for Company Common Stock such lost, stolen or destroyed certificate the amount of dividends or other distributions which shall have become payable 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 condition precedent to the Purchaser's stockholders of record after payment thereof, give the date of Surviving Corporation a bond in such sum as it may direct or otherwise indemnify the ClosingSurviving 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, without intereststolen or destroyed.

Surrender of Certificates. (a) On the date of the Closing, the Purchaser will deliver or prior to the Closing Date, Computershare Trust Company, N.A. or another reputable bank, transfer agent or trust company selected by Orion and the Company shall be appointed to act as exchange agent designated for in the Merger (the "“Exchange Agent") (i) ”). At or promptly following the Effective Time, Orion shall deposit with the Exchange Agent certificates representing the number of shares of Purchaser Orion Common Stock that will be required for delivery to the stockholders of the Company issuable pursuant to Section 1.5 in exchange for the Merger, (ii) the appropriate amount outstanding Company Common Shares and Company Preferred Stock pursuant to this Section 1.8. The shares of cash to be held in trust Orion Common Stock and any dividends or distributions received by the Exchange Agent and will take with respect to such further action shares, are referred to collectively as may be necessary in order that certificates for shares of Purchaser Common Stock and any fractional share cash consideration may be delivered the “Exchange Fund.” (b) Promptly after the Effective Time, but no later than three (3) calendar days therefrom, the Parties shall cause the Exchange Agent to mail to the stockholders of the Company. As promptly as practicable after the Closing, each holder of an outstanding certificate or certificates theretofore representing shares Persons who were record holders of Company Capital Stock that was converted into the right to receive merger consideration immediately prior to the Effective Time: (i) a letter of transmittal in form reasonably acceptable to the Company and Orion and containing such customary provisions (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; and (ii) instructions for use in effecting the surrender of Company Stock Certificates in exchange for certificates representing Orion Common Stock. Upon surrender of a Company Stock shall surrender the same Certificate to the Exchange Agent for exchange, together with a duly executed letter of transmittal and such other documents as may be reasonably required by the Exchange Agent or Orion: (A) the holder of such Company Stock Certificate shall be entitled to receive in exchange therefor a certificate or certificates representing the number of whole shares of Purchaser Orion Common Stock into that such holder has the right to receive (and cash in lieu of any fractional share of Orion Common Stock) pursuant to the provisions of Section 1.5; 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 shares of Orion Common Stock (and cash in lieu of any fractional share of Orion Common Stock). If any Company Stock Certificate shall have been lost, stolen or destroyed, Orion may, in its discretion and as a condition precedent to the delivery of any shares of Orion 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. If any certificates evidencing shares of Orion Common Stock are to be issued in a name other than that in which the surrendered Company Stock Certificate is registered, it shall be a condition of the issuance thereof that the Company Stock Certificate so surrendered shall be properly endorsed or accompanied by an executed form of assignment separate from the Company Stock Certificate and otherwise in proper form for transfer, and that the Person requesting such exchange pay to the Exchange Agent any transfer or other tax required by reason of the issuance of a new certificate for shares of Company Orion Common Stock were converted as a result in any name other than that of the Mergerregistered holder of the Company Stock Certificate surrendered or otherwise establish to the satisfaction of the Exchange Agent that such tax has been paid or is not payable. Dividends Notwithstanding the foregoing, if a Company Stock Certificate is held in electronic form, then surrender of such Company Stock Certificate shall be effected upon delivery to Orion of a confirmation of cancellation of such Company Stock Certificate from Orion’s transfer agent, Solium Capital, Inc. d/b/a CapMx. (c) No dividends or other distributions payable declared or made with respect to Orion Common Stock with a record date after the Closing to holders of record after such date in respect of such shares of Purchaser Common Stock resulting from the exchange of Company Common Stock shall not be paid to holders thereof until certificates are surrendered for exchange as aforesaid, but, upon surrender, there Effective Time shall be paid to the holders holder of Purchaser any unsurrendered Company Stock Certificate with respect to the shares of Orion Common Stock issued that such holder has the right to receive in exchange for the Merger until such holder surrenders such Company Common Stock Certificate (or complies with the amount of dividends or other distributions lost stock provisions) in accordance with this Section 1.8 (at which time such holder shall have become payable be entitled, subject to the Purchaser's stockholders effect of record after the date of the Closingapplicable 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 Orion 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 Orion for satisfaction of their claims for Orion Common Stock, cash in lieu of fractional shares of Orion Common Stock and any dividends or distributions with respect to shares of Orion Common Stock. (e) Each of Orion, Merger Sub, the Company, the Surviving Corporation and the Exchange Agent 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, such amounts as are required to be withheld or deducted under the Code or any other state, local or foreign Tax Law with respect to the making of such payment; provided, however, that before making any such deduction or withholding, Orion shall provide to the Company notice of any applicable payor’s intention to make such deduction or withholding and such notice shall include the authority, basis and method of calculation for the proposed deduction or withholding and shall be given at least a commercially reasonable period of time before such deduction or withholding is required in order for the Company to obtain reduction of or relief from such deduction or withholding from the applicable Governmental Authority or execute and deliver to or file with such Governmental Authority or Orion such affidavits, certificates and other documents to afford to the Company and its stockholders reduction of or relief from such deduction or withholding. To the extent that amounts are so withheld or deducted, each such payor shall take all action as may be necessary to ensure that any such amounts so withheld are timely and properly remitted to the appropriate Governmental Authority, and such amounts so remitted shall be treated for all purposes of this Agreement as having been paid to the Person(s) 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 Orion 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. On (a) At the date Effective Time, the stock transfer books of Target shall be closed and there shall be no further registration of transfers of Target Shares thereafter on the records of Target. If, after the Effective Time, certificates are presented to the Surviving Corporation for any reason, they shall be canceled and exchanged as provided in this Section 1.8. If any certificate for Shares is to be issued in a name other than that in which the certificate surrendered in exchange therefore is registered, it will be a condition of the Closingissuance thereof that the certificate so surrendered will be properly endorsed and otherwise in proper form for transfer and that the person requesting such exchange will have paid to Acquiror or any agent designated by it any transfer or other taxes required by reason of the issuance of a certificate for Shares in any name other than that of the registered holder of the certificate surrendered, the Purchaser will deliver or established to the satisfaction of Acquiror or any agent designated by it that such tax has been paid or is not payable. (b) Computershare Limited shall act as exchange agent designated hereunder for the purpose of exchanging Target Shares for the Merger Consideration (the "“Exchange Agent"”). Within forty-eight (48) (i) hours after the Effective Time, Acquiror shall deposit with the Exchange Agent, in trust for the benefit of the Target Stockholders, certificates representing the number Shares. The certificates of shares of Purchaser Common Stock that will be required for delivery to the stockholders of the Company pursuant to the Merger, (ii) the appropriate amount of cash to be held in trust by Acquiror common stock deposited with the Exchange Agent and will take such further action shall hereinafter be referred to as may be necessary in order that certificates for shares of Purchaser Common Stock and any fractional share cash consideration may be delivered to the stockholders of the Company. As promptly as “Exchange Fund.” (c) nably practicable after the ClosingEffective Time (but in no event more than ten (10) days thereafter), Acquiror and the Surviving Corporation shall use their commercially reasonable efforts to cause to be mailed to each holder of an outstanding a certificate or certificates theretofore representing shares which immediately prior to the Effective Time represented outstanding Target Shares (the “Certificates”) (a) a letter of Company Common Stock transmittal which shall specify that delivery shall be effective, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Agent, and which letter shall be in customary form and have such other provisions as Acquiror may reasonably specify; and (b) instructions for effecting the surrender of such Certificates in exchange for the same Shares. Upon surrender of a Certificate to the Exchange Agent together with such letter of transmittal, duly executed and completed in accordance with the instructions thereto, and such other documents as may reasonably be required by the Exchange Agent, the holder of such Certificate shall be entitled to receive in exchange therefor a certificate or certificates representing shares of Acquiror common stock representing, in the aggregate, the whole number of whole shares of Purchaser Common Stock into which Shares that such holder has the shares of Company Common Stock were converted right to receive pursuant to Section 1.5(a). Until surrendered as a result contemplated by this Section 1.8, each Certificate shall be deemed at any time after the Effective Date to represent only the right to receive the Shares, payable upon surrender of the Merger. Dividends or other distributions payable after Certificates. (d) The Shares delivered upon the Closing to holders of record after such date in respect of such shares of Purchaser Common Stock resulting from the surrender for exchange of Company Common Stock the Target Shares in accordance with the terms hereof shall not be paid deemed to holders thereof until certificates are surrendered for exchange as aforesaidhave been delivered in full satisfaction of all rights pertaining to such Target Shares. At the Effective Time, butthe stock transfer books of Target shall be closed, upon surrender, and there shall be paid to no further registration of transfers of Target Shares on the holders records of Purchaser Common Stock issued in exchange for Company Common Stock the amount of dividends or other distributions which shall have become payable to the Purchaser's stockholders of record after the date of the Closing, without interestTarget.

Surrender of Certificates. (a) On the date of the Closing, the Purchaser will deliver or prior to the Closing Date, Vibrant shall select a reputable bank, transfer agent or trust company, reasonably acceptable to the Company, to act as exchange agent designated for in the Merger (the "“Exchange Agent"”). At the Effective Time, Vibrant shall deposit with the Exchange Agent evidence of book-entry shares representing the Vibrant Ordinary Shares issuable pursuant to Section 2.5(a) in exchange for shares of Company Capital Stock. (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) certificates representing the number a letter of shares transmittal in customary form and containing such provisions as Vibrant may reasonably specify (including a provision confirming that delivery of Purchaser Common Company Stock that will Certificates shall be required for effected, and risk of loss and title to Company Stock Certificates shall pass, only upon delivery of such Company Stock Certificates to the stockholders of the Company pursuant to the Merger, Exchange Agent) and (ii) instructions for effecting the appropriate amount surrender of cash Company Stock Certificates in exchange for book-entry Vibrant Ordinary Shares. Upon surrender of a Company Stock Certificate to the Exchange Agent for exchange, together with a duly executed letter of transmittal and such other documents as may be held in trust reasonably required by the Exchange Agent and will take such further action as may be necessary in order that certificates for shares of Purchaser Common Stock and any fractional share cash consideration may be delivered to or Vibrant: (A) the stockholders of the Company. As promptly as practicable after the Closing, each holder of an outstanding certificate or certificates theretofore representing shares of such Company Common Stock shall surrender the same to the Exchange Agent and such holder Certificate shall be entitled to receive in exchange therefor a certificate or certificates book-entry shares representing the Merger Consideration (in a number of whole shares Vibrant Ordinary Shares) that such holder has the right to receive pursuant to the provisions of Purchaser Common Section 2.5(a) and (B) the Company Stock into which Certificate so surrendered shall be canceled. Until surrendered as contemplated by this Section 2.7(b), each Company Stock Certificate shall be deemed, from and after the shares of Effective Time, to represent only the right to receive book-entry Vibrant Ordinary Shares representing the Merger Consideration. If any Company Common Stock were converted Certificate shall have been lost, stolen or destroyed, Vibrant may, in its discretion and as a result condition precedent to the delivery of any Vibrant Ordinary Shares, require the Merger. Dividends 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 Vibrant against any claim suffered by Vibrant related to the lost, stolen or destroyed Company Stock Certificate or any Vibrant Ordinary Shares issued in exchange therefor as Vibrant may reasonably request. (c) No dividends or other distributions payable declared or made with respect to Vibrant Ordinary Shares with a record date after the Closing to holders of record after such date in respect of such shares of Purchaser Common Stock resulting from the exchange of Company Common Stock shall not be paid to holders thereof until certificates are surrendered for exchange as aforesaid, but, upon surrender, there Effective Time shall be paid to the holders holder of Purchaser Common any unsurrendered Company Stock issued in exchange for Company Common Stock the amount of dividends or other distributions which shall have become payable Certificate with respect to the Purchaser's stockholders Vibrant Ordinary Shares that such holder has the right to receive in the Merger until such holder surrenders such Company Stock Certificate or provides an affidavit of record after loss or destruction in lieu thereof in accordance with this Section 2.7 (at which time such holder shall be entitled, subject to the date effect of the Closingapplicable abandoned property, escheat or similar Laws, to receive all such dividends and distributions, without interest). (d) Any Vibrant Ordinary Shares 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 Vibrant 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 Vibrant for satisfaction of their claims for Vibrant Ordinary Shares and any dividends or distributions with respect to Vibrant Ordinary Shares. (e) Each of the Exchange Agent, Vibrant and the Surviving Corporation shall be entitled to deduct and withhold from any consideration deliverable pursuant to this Agreement such amounts as are required to be deducted or withheld from such consideration under the Code or under any other applicable Law. To the extent such amounts are so deducted or withheld, and remitted to the appropriate taxing authority, such amounts shall be treated for all purposes under this Agreement as having been paid to the Person to whom such amounts would otherwise have been paid; provided, that notwithstanding the foregoing, the Exchange Agent, Vibrant, Merger Sub, the Surviving Corporation and their respective agents shall not withhold any such Tax (or shall withhold at a reduced rate) with respect to any holder of Company Capital Stock or Company Warrants if such holder delivers to the Exchange Agent, Vibrant, Merger Sub, the Surviving Corporation or their applicable agents, together with the exchanged Company Stock Certificate or Company Warrants a validly executed IRS Form W-9 or appropriate IRS Form W-8, as applicable, including supporting documentation to the extent required, indicating a valid exemption from or qualification for a reduced rate of U.S. Tax withholding, and a validly executed declaration of non-Israeli residence in the form attached hereto as Exhibit E. (f) No Party shall be liable to any holder of any Company Stock Certificate or to any other Person with respect to any Vibrant Ordinary Shares (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. (i) As soon as reasonably practicable after the Closing Date, to the extent not previously delivered, Acquirer shall mail or deliver, or cause to be mailed or delivered, a letter of transmittal in the form attached hereto as Exhibit D, together with instructions for use thereof (the “Letter of Transmittal”), to every holder of record of Company Common Stock that was issued and outstanding immediately prior to the Effective Time. The Letter of Transmittal shall specify that delivery of the certificates, if any, that immediately prior to the Effective Time represented issued and outstanding Company Common Stock (the “Certificates”) shall be effected, and risk of loss and title to the Certificates shall pass, only upon receipt thereof by Paying Agent on behalf of Acquirer (or, in the case of any lost, stolen or destroyed Certificate, compliance with Section 1.4(a)(v)), together with a properly completed and duly executed Letter of Transmittal, duly executed on behalf of each Person effecting the surrender of such shares of Company Common Stock. (ii) On the Closing Date, Acquirer shall cause to be deposited with U.S. Bank National Association or other bank or trust company as Acquirer and the Company may mutually choose (the “Paying Agent”) the portion of the Merger Consideration payable to Company Stockholders pursuant to Section 1.3(a)(i) in respect of their shares of Company Common Stock, subject to Section 1.3(a)(iv) and Section 1.4(b). (iii) As soon as reasonably practicable after the date of the Closing, the Purchaser will deliver to the exchange agent designated for the Merger (the "Exchange Agent") (i) certificates representing the number of shares of Purchaser Common Stock that will be required for delivery to the stockholders Paying Agent of the Company pursuant to the Merger, (iix) the appropriate amount of cash to be held in trust by the Exchange Agent and will take if such further action as may be necessary in order that certificates for shares of Purchaser Common Stock and any fractional share cash consideration may be delivered to the stockholders of the Company. As promptly as practicable after the Closing, each holder of an outstanding certificate or certificates theretofore representing shares of Company Common Stock shall surrender the same to the Exchange Agent are certificated, a Certificate, together with a properly completed and duly executed Letter of Transmittal and any other documentation required thereby or (y) if such holder shall be entitled to receive in exchange therefor a certificate or certificates representing the number of whole shares of Purchaser Common Stock into which the shares of Company Common Stock were converted as are not certificated, a result properly completed and duly executed Letter of Transmittal and any other documentation required thereby, (A) the Merger. Dividends or other distributions payable after the Closing to holders holder of record after such date in respect of such shares of Purchaser Common Stock resulting from the exchange each share of Company Common Stock shall not be paid entitled to receive, subject to Section 1.3(a)(iv) and Section 1.4(b), the amount of cash that such holder has the right to receive pursuant to Section 1.3(a)(i) in respect of such share of Company Common Stock and (B) if shares are certificated, such Certificate shall be cancelled. (iv) Upon receipt of written confirmation of the effectiveness of the Merger from the Secretary of State of the State of Delaware, Acquirer will instruct the Paying Agent, subject to Section 1.3(a)(iv) and Section 1.4(b), to pay to each Converting Holder by check or wire transfer of same-day funds the aggregate amount of cash payable to such Converting Holder pursuant to Section 1.3(a)(i) other than in respect of Dissenting Shares to holders thereof until certificates thereof, as promptly as practicable following the submission of a Certificate, if such shares of Company Common Stock are surrendered for exchange as aforesaidcertificated, butto the Paying Agent and a properly completed and duly executed Letter of Transmittal by each Converting Holder in accordance with this Section 1.4. (v) If any Certificate shall have been lost, stolen or destroyed, upon surrenderthe making of an affidavit of that fact by the Person claiming such document to be lost, there shall stolen or destroyed and, if required by Acquirer or the Paying Agent, the making of any indemnity reasonably satisfactory to Acquirer or the posting by such Person of a bond in such reasonable amounts as Acquirer or the Paying Agent may direct as indemnity against any claim that may be paid made against it with respect to such document, the holders of Purchaser Common Stock issued Paying Agent will pay in exchange for such lost, stolen or destroyed document the applicable portion of the Merger Consideration payable pursuant to Section 1.3(a)(i) in respect of their shares of Company Common Stock the amount of dividends or other distributions which shall have become payable Stock, subject to the Purchaser's stockholders of record after the date of the Closing, without interestSection 1.3(a)(iv) and Section 1.4(b).

Surrender of Certificates. (a) On the date of the Closing, the Purchaser will deliver or prior to the Closing Date, Replidyne and the Company shall agree upon and select a reputable bank, transfer agent or trust company to act as exchange agent designated for in the Merger (the "“Exchange Agent") ”). At the Effective Time, Replidyne shall deposit with the Exchange Agent: (i) certificates representing the number of shares of Purchaser Replidyne Common Stock that will be required for delivery to the stockholders of the Company issuable pursuant to the Merger, Section 1.6; and (ii) cash sufficient to make payments in lieu of fractional shares in accordance with Sections 1.5(b) and 1.6(c). The shares of Replidyne Common Stock and cash amounts to satisfy payment obligations in lieu of fractional shares so deposited with the appropriate amount of cash to be held in trust Exchange Agent, together with any dividends or distributions received by the Exchange Agent and will take with respect to such further action shares, are referred to collectively as may be necessary the “Exchange Fund.” (b) Promptly after the Effective Time, but in order that certificates for shares of Purchaser Common Stock and any fractional share cash consideration may be delivered no event more than five Business Days after the Effective Time, the Parties shall cause the Exchange Agent to mail to the stockholders of the Company. As promptly as practicable after the Closing, each holder of an outstanding certificate or certificates theretofore representing shares Persons who were record holders of Company Stock Certificates immediately prior to the Effective Time: (i) a letter of transmittal in customary form and containing such provisions as Replidyne 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 Replidyne Common Stock. Upon surrender of a Company Stock shall surrender the same Certificate to the Exchange Agent for exchange, together with a duly executed letter of transmittal and such other documents as may be reasonably required by the Exchange Agent or Replidyne: (A) the holder of such Company Stock Certificate shall be entitled to receive in exchange therefor a certificate or certificates representing the number of whole shares of Purchaser Replidyne Common Stock into that such holder has the right to receive pursuant to the provisions of Section 1.6 (and cash in lieu of any fractional share of Replidyne Common Stock pursuant to Section 1.6(c)); and (B) the Company Stock Certificate so surrendered shall be canceled. In the event of a transfer of ownership of Company Common Stock or Company Preferred Stock which is not registered in the transfer records of the Company, a certificate representing the proper number of shares of Replidyne Common Stock plus cash in lieu of fractional shares pursuant to Section 1.6(c) may be issued or paid to a Person other than the Person in whose name the applicable Company Stock Certificate so surrendered is registered, if such Company Stock Certificate is presented to the Exchange Agent, accompanied by all documents required to evidence and effect such transfer and by evidence that any applicable stock transfer taxes have been paid, along with an applicable affidavit with respect to such Company Stock Certificate and such bond indemnifying Replidyne against any claims suffered by Replidyne related to such Company Stock Certificate or any Replidyne Common Stock issued in exchange therefor as Replidyne may reasonably request. Until surrendered as contemplated by this Section 1.10(b), each Company Stock Certificate shall be deemed, from and after the Effective Time, to represent only the right to receive shares of Replidyne Common Stock (and cash in lieu of any fractional share of Replidyne Common Stock pursuant to Section 1.6(c)) as contemplated by Section 1.6. If any Company Stock Certificate shall have been lost, stolen or destroyed, Replidyne may, in its discretion and as a condition precedent to the delivery of any shares of Replidyne Common Stock with respect to the shares of Company Common Stock were converted previously represented by such Company Stock Certificate, 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 Replidyne against any claim suffered by Replidyne related to the lost, stolen or destroyed Company Stock Certificate or any Replidyne Common Stock issued in exchange therefor as a result of the Merger. Dividends Replidyne may reasonably request. (c) No dividends or other distributions payable declared or made with respect to Replidyne Common Stock with a record date after the Closing to holders of record after such date in respect of such shares of Purchaser Common Stock resulting from the exchange of Company Common Stock shall not be paid to holders thereof until certificates are surrendered for exchange as aforesaid, but, upon surrender, there Effective Time shall be paid to the holders holder of Purchaser any unsurrendered Company Stock Certificate with respect to the shares of Replidyne Common Stock issued in exchange for Company Common Stock that such holder has the amount of dividends or other distributions which shall have become payable right to receive pursuant to the Purchaser's stockholders Merger until such holder surrenders such Company Stock Certificate (or, with respect to any lost, stolen or destroyed Company Stock Certificate, an affidavit and bond in lieu thereof) in accordance with this Section 1.10 (at which time such holder shall be entitled, subject to the effect of record after the date of the Closingapplicable 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 180 days after the Closing Date shall be delivered or made available to Replidyne upon demand, and any holders of Company Stock Certificates who have not theretofore surrendered their Company Stock Certificates in accordance with this Section 1.10 shall thereafter look only to Replidyne for satisfaction of their claims for Replidyne Common Stock, cash in lieu of fractional shares of Replidyne Common Stock and any dividends or distributions with respect to shares of Replidyne Common Stock. (e) Each of the Exchange Agent and Replidyne shall be entitled to deduct and withhold from any consideration deliverable pursuant to this Agreement to any holder of any Company Stock Certificate such amounts as Replidyne 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. 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 or to any other Person with respect to any shares of Replidyne 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 Legal Requirement.

Surrender of Certificates. (a) On the date of the Closing, the Purchaser will deliver or prior to the Closing Date, Nautilus and the Company shall agree upon and select a reputable bank, transfer agent or trust company to act as exchange agent designated for in the Merger (the "“Exchange Agent") ”). At the Effective Time, Nautilus shall deposit with the Exchange Agent: (i) certificates evidence of book-entry shares representing the number of shares of Purchaser Nautilus Common Stock that will be required for delivery to the stockholders of the Company issuable pursuant to the Merger, Section 1.5(a) and (ii) cash sufficient to make payments in lieu of fractional shares in accordance with Section 1.5(c). The Nautilus Common Stock and cash amounts so deposited with the appropriate amount of cash to be held in trust Exchange Agent, together with any dividends or distributions received by the Exchange Agent and will take with respect to such further action shares, are referred to collectively as may be necessary in order that certificates for shares of Purchaser Common Stock and any fractional share cash consideration may be delivered the “Exchange Fund.” (b) Promptly after the Effective Time, the Parties shall cause the Exchange Agent to mail to the stockholders Persons who were record holders of the Company. As promptly as practicable after the Closing, each holder of an outstanding certificate or certificates theretofore representing shares of Company Capital Stock that were converted into the right to receive the Merger Consideration: (i) a letter of transmittal in customary form and containing such provisions as Nautilus 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 Nautilus Common Stock. Upon surrender of a Company Stock shall surrender the same Certificate to the Exchange Agent for exchange, together with a duly executed letter of transmittal and such other documents as may be reasonably required by the Exchange Agent or Nautilus: (A) the holder of such Company Stock Certificate shall be entitled to receive in exchange therefor a certificate or certificates book-entry shares representing the Merger Consideration (in a number of whole shares of Purchaser Nautilus 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 Nautilus Common Stock into which 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 1.7(b), each Company Stock Certificate shall be deemed, from and after the Effective Time, to represent only the right to receive book-entry shares of Company Nautilus Common Stock were converted representing the Merger Consideration (and cash in lieu of any fractional share of Nautilus Common Stock). If any Company Stock Certificate shall have been lost, stolen or destroyed, Nautilus may, in its discretion and as a result condition precedent to the delivery of any shares of Nautilus Common Stock, require the Merger. Dividends 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 Nautilus against any claim suffered by Nautilus related to the lost, stolen or destroyed Company Stock Certificate or any Nautilus Common Stock issued in exchange therefor as Nautilus may reasonably request. (c) No dividends or other distributions payable declared or made with respect to Nautilus Common Stock with a record date after the Closing to holders of record after such date in respect of such shares of Purchaser Common Stock resulting from the exchange of Company Common Stock shall not be paid to holders thereof until certificates are surrendered for exchange as aforesaid, but, upon surrender, there Effective Time shall be paid to the holders holder of Purchaser any unsurrendered Company Stock Certificate with respect to the shares of Nautilus Common Stock issued that such holder has the right to receive in exchange for the Merger until such holder surrenders such Company Common Stock the amount Certificate or provides an affidavit of dividends loss or other distributions destruction in lieu thereof in accordance with this Section 1.7 (at which time such holder shall have become payable be entitled, subject to the Purchaser's stockholders effect of record after the date of the Closingapplicable 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 Nautilus 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 Nautilus for satisfaction of their claims for Nautilus Common Stock, cash in lieu of fractional shares of Nautilus Common Stock and any dividends or distributions with respect to shares of Nautilus Common Stock. (e) Each of the Exchange Agent, Nautilus and the Surviving Corporation shall be entitled to deduct and withhold from any consideration deliverable pursuant to this Agreement to any holder of any Company Stock Certificate such amounts as are required to be deducted or withheld from such consideration under the Code or under any other applicable Law. To the extent such amounts are so deducted or withheld, and remitted to the appropriate taxing authority, such amounts shall be treated for all purposes under this Agreement as having been paid to the Person to whom such amounts would otherwise have been paid. (f) No party 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 Nautilus 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 the date of the Closing, the Purchaser will deliver or prior to the Closing Date, a reputable bank, transfer agent or trust company mutually selected by KBL and the Company shall be appointed to act as exchange agent designated for in the Merger (the "“Exchange Agent") (i) ”). At or promptly following the Effective Time, KBL shall deposit with the Exchange Agent certificates representing the number of shares of Purchaser Transaction Shares issuable pursuant to Section 2.1(e) in exchange for the outstanding Company Common Stock that will be required for delivery to the stockholders of the Company pursuant to the Merger, (ii) the appropriate amount of cash to be held in trust this Section 2.3. The Transaction Shares and any dividends or distributions received by the Exchange Agent and will take with respect to such further action shares, are referred to collectively as may be necessary in order that certificates for shares of Purchaser Common Stock and any fractional share cash consideration may be delivered the “Exchange Fund.” (b) Promptly after the Effective Time, but no later than three (3) calendar days therefrom, the Parties shall cause the Exchange Agent to mail to the stockholders of the Company. As promptly as practicable after the Closing, each holder of an outstanding certificate or certificates theretofore representing shares Persons who were record holders of Company Capital Stock that was converted into the right to receive merger consideration immediately prior to the Effective Time: (i) a letter of transmittal in form reasonably acceptable to the Company and KBL and containing such customary provisions (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, as applicable); and (ii) instructions for use in effecting the surrender of Company Stock Certificates in exchange for certificates representing KBL Common Stock. Upon surrender of a Company Stock shall surrender the same Certificate to the Exchange Agent for exchange, together with a duly executed letter of transmittal and such other documents as may be reasonably required by the Exchange Agent or KBL: (A) the holder of such Company Stock Certificate shall be entitled to receive in exchange therefor a certificate or certificates representing the number of whole shares of Purchaser KBL Common Stock into that such holder has the right to receive (and cash in lieu of any fractional share of KBL Common Stock) pursuant to the provisions of Section 2.1(e); and (B) the Company Stock Certificate so surrendered shall be canceled. Until surrendered as contemplated by this Section 2.3(b), each Company Stock Certificate shall be deemed, from and after the Effective Time, to represent only the right to receive shares of KBL Common Stock (and cash in lieu of any fractional share of KBL Common Stock). If any Company Stock Certificate shall have been lost, stolen or destroyed, KBL may, in its discretion and as a condition precedent to the delivery of any shares of KBL 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. If any certificates evidencing shares of KBL Common Stock are to be issued in a name other than that in which the surrendered Company Stock Certificate is registered, it shall be a condition of the issuance thereof that the Company Stock Certificate so surrendered shall be properly endorsed or accompanied by an executed form of assignment separate from the Company Stock Certificate and otherwise in proper form for transfer, and that the Person requesting such exchange pay to the Exchange Agent any transfer or other tax required by reason of the issuance of a new certificate for shares of Company KBL Common Stock were converted as a result in any name other than that of the Merger. Dividends registered holder of the Company Stock Certificate surrendered or otherwise establish to the satisfaction of the Exchange Agent that such tax has been paid or is not payable. (c) No dividends or other distributions payable declared or made with respect to KBL Common Stock with a record date after the Closing to holders of record after such date in respect of such shares of Purchaser Common Stock resulting from the exchange of Company Common Stock shall not be paid to holders thereof until certificates are surrendered for exchange as aforesaid, but, upon surrender, there Effective Time shall be paid to the holders holder of Purchaser any unsurrendered Company Stock Certificate with respect to the shares of KBL Common Stock issued that such holder has the right to receive in exchange for the Merger until such holder surrenders such Company Common Stock Certificate (or complies with the amount of dividends or other distributions lost stock provisions, as applicable) in accordance with this Section 2.3 (at which time such holder shall have become payable be entitled, subject to the Purchaser's stockholders effect of record after the date of the Closingapplicable 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 KBL upon demand, and any holders of Company Stock Certificates who have not theretofore surrendered their Company Stock Certificates in accordance with this Section 2.3 shall thereafter look only to KBL for satisfaction of their claims for KBL Common Stock, cash in lieu of fractional shares of KBL Common Stock and any dividends or distributions with respect to shares of KBL Common Stock. (e) Each of KBL, Merger Sub, the Company, the Surviving Corporation and the Exchange Agent 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, such amounts as are required to be withheld or deducted under the Code or any other state, local or foreign Tax Law with respect to the making of such payment. To the extent that amounts are so withheld or deducted, each such payor shall take all action as may be necessary to ensure that any such amounts so withheld are timely and properly remitted to the appropriate Governmental Entity, and such amounts so remitted shall be treated for all purposes of this Agreement as having been paid to the Person(s) 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 KBL 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. On (a) Computershare, Inc., a Delaware Corporation and its fully owned subsidiary Computershare Trust Company, N.A., a national banking association shall act as exchange agent (the date “Exchange Agent”) in the Merger. The Company may distribute to each holder of the Closing, the Purchaser will deliver record of a certificate or certificates which immediately prior to the exchange agent designated for the Merger First Effective Time represented shares of Company Capital Stock (the "Exchange Agent"“Certificates”) a letter of transmittal (ithe “Letter of Transmittal”) certificates representing in substantially the number of shares of Purchaser Common Stock that will be required for delivery form attached hereto as Exhibit G. Subject to the stockholders of the Company pursuant to the Merger, (ii) the appropriate amount of cash to be held in trust receipt by the Exchange Agent of the Certificates for cancellation, together with a duly completed and will take such further action as may be necessary in order that certificates for shares validly executed Letter of Purchaser Common Stock Transmittal and any fractional share cash consideration may other documents as Parent or the Exchange Agent shall require, the Exchange Agent shall on the Closing Date or as soon thereafter as reasonably practicable, subject to the terms of Section 2.3 (regarding the depositing in escrow of the Escrow Amount and Patent Escrow Amount), cause to be delivered to the stockholders such holders that portion of the CompanyTotal Stockholder Consideration which such Company Stockholder has the right to receive pursuant to Section 2.2(a)(iii). As promptly soon as reasonably practicable after the ClosingClosing Date, the Parent shall cause the Exchange Agent to mail a Letter of Transmittal to each holder of a Certificate that has not yet provided to the Exchange Agent a completed Letter of Transmittal and upon receipt of the Certificates for cancellation, together with a duly completed and validly executed Letter of Transmittal and any other documents as Parent or the Exchange Agent shall require, the Exchange Agent shall, subject to the terms of Section 2.3 (regarding the depositing in escrow of the Escrow Amount and Patent Escrow Amount), cause to be delivered to such Company Stockholder that portion of the Total Consideration which such Company Stockholder has the right to receive pursuant to Section 2.2(a)(iii). In the event any Certificate shall have been lost, stolen or destroyed, upon the making of an outstanding certificate affidavit of that fact by the Person claiming such Certificate to be lost, stolen or certificates theretofore destroyed, and provided such Person shall have provided to Parent an indemnity agreement or bond (in each case in a form and substance determined by the Board of Directors of Parent in the exercise of its discretion) against any claim that may be made against Parent with respect to the Certificate alleged to have been lost, stolen or destroyed, the Exchange Agent shall, as soon as reasonably practicable following the receipt by the Exchange Agent of the foregoing documents, subject to the terms of Section 2.3 (regarding the deposit of the Escrow Amount and Patent Escrow Amount), issue in exchange for such lost, stolen or destroyed Certificate that portion of the Total Consideration and any other amount payable pursuant to Section 2.2(a)(iii) represented by the lost, stolen or destroyed Certificate in exchange therefore which the Company Stockholder has the right to receive. (b) From and after the First Effective Time, no shares of Company Capital Stock will be deemed to be outstanding, and holders of Certificates formerly representing such Company Capital Stock shall cease to have any rights with respect thereto except as provided herein or by Applicable Law. (c) At the First Effective Time, the stock transfer books of Company shall be closed and no transfer of Company Capital Stock shall thereafter be made. If, after the First Effective Time, Certificates formerly representing shares of Company Common Capital Stock are presented to Parent or the Surviving Entity, they shall surrender be cancelled and exchanged for that portion of the same Total Consideration and any other amount payable with respect to such Company Capital Stock in accordance with Section 2.2(a)(iii), subject to the Exchange Agent and such holder shall be entitled to receive in exchange therefor a certificate or certificates representing the number terms of whole shares of Purchaser Common Stock into which the shares of Company Common Stock were converted as a result of the Merger. Dividends or other distributions payable after the Closing to holders of record after such date in respect of such shares of Purchaser Common Stock resulting from the exchange of Company Common Stock shall not be paid to holders thereof until certificates are surrendered for exchange as aforesaid, but, upon surrender, there shall be paid to the holders of Purchaser Common Stock issued in exchange for Company Common Stock the amount of dividends or other distributions which shall have become payable to the Purchaser's stockholders of record after the date of the Closing, without interestSection 2.3.

Surrender of Certificates. (a) On the date of the Closing, the Purchaser will deliver or prior to the Closing Date, Parent shall select a reputable bank, transfer agent or trust company, reasonably acceptable to the Company, to act as exchange agent designated for in the Merger (the "“Exchange Agent"”); provided that ▇▇▇▇▇▇’s transfer agent shall be deemed acceptable to act as Exchange Agent. At the Effective Time, Parent shall deposit with the Exchange Agent evidence of book-entry shares representing the shares of Parent Capital Stock issuable pursuant to Section 2.6(a) in exchange for shares of Company Capital Stock. (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 or Preferred Merger Consideration, as applicable: (i) certificates representing a letter of transmittal, if requested by the number Exchange Agent, in customary form and containing such provisions as Parent may reasonably specify (including a provision confirming that delivery of shares Company Stock Certificates shall be effected, and risk of Purchaser Common loss and title to Company Stock that will be required for Certificates shall pass, only upon delivery of such Company Stock Certificates to the stockholders of the Company pursuant to the Merger, Exchange Agent) and (ii) instructions for effecting the appropriate amount surrender of cash Company Stock Certificates in exchange for book-entry shares of Parent Capital Stock and, if applicable, Fractional Share Cash. Upon surrender (including electronic surrender) of a Company Stock Certificate to the Exchange Agent for exchange, together with a duly executed letter of transmittal and such other documents as may be held in trust reasonably required by the Exchange Agent and will take such further action as may be necessary in order that certificates for shares of Purchaser Common Stock and any fractional share cash consideration may be delivered to or Parent: (A) the stockholders of the Company. As promptly as practicable after the Closing, each holder of an outstanding certificate or certificates theretofore representing shares of such Company Common Stock shall surrender the same to the Exchange Agent and such holder Certificate shall be entitled to receive in exchange therefor a certificate or certificates book-entry shares representing the Merger Consideration or Preferred Merger Consideration, as applicable (in a number of whole shares of Purchaser Parent Capital Stock) and, if applicable, Fractional Share Cash, in each case that such holder has the right to receive pursuant to the provisions of Section 2.6(a) and (B) the Company Stock Certificate so surrendered shall be canceled. Until surrendered as contemplated by this Section 2.8(b), each Company Stock Certificate shall be deemed, from and after the Effective Time, to represent only the right to receive book-entry shares of Parent Common Stock into which representing the Merger Consideration or book-entry shares of Parent Series A Preferred Stock representing the Preferred Merger Consideration, as applicable and, if applicable, Fractional Share Cash. If any Company Common Stock were converted Certificate shall have been lost, stolen or destroyed, Parent may, in its discretion and as a result condition precedent to the delivery of any shares of Parent Common Stock, require the Merger. Dividends owner of such lost, stolen or destroyed Company Stock Certificate to provide an applicable affidavit with respect to such Company Stock Certificate and posts a bond indemnifying Parent against any claim suffered by Parent related to the lost, stolen or destroyed Company Stock Certificate or any Parent Capital Stock issued in exchange therefor as Parent may reasonably request. (c) No dividends or other distributions payable declared or made with respect to Parent Capital Stock with a record date after the Closing to holders of record after such date in respect of such shares of Purchaser Common Stock resulting from the exchange of Company Common Stock shall not be paid to holders thereof until certificates are surrendered for exchange as aforesaid, but, upon surrender, there Effective Time shall be paid to the holders holder of Purchaser Common any unsurrendered Company Stock issued in exchange for Company Common Stock the amount of dividends or other distributions which shall have become payable Certificate with respect to the Purchaser's stockholders shares of record after Parent Capital Stock that such holder has the date 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 and posts a bond for the Closingbenefit of Parent, in each case in accordance with this Section 2.8 (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 Capital Stock deposited with the Exchange Agent that remain 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 2.8 shall thereafter look only to Parent for satisfaction of their claims for Parent Capital Stock, any Fractional Share Cash to which such holder may be entitled, and any dividends or distributions with respect to shares of Parent Capital Stock, as applicable. (e) Each of the Exchange Agent, Parent and the Surviving Corporation (and, in each case, any Affiliate thereof) shall be entitled to deduct and withhold from any consideration deliverable pursuant to this Agreement such amounts as are required to be deducted or withheld from such consideration under the Code or under any other applicable Law. The applicable payor shall provide commercially reasonable notice to any holder of Company Capital Stock upon becoming aware of any such withholding obligation attributable to any consideration payable in respect of Company Capital Stock, 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 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. On (a) At the date of the ClosingEffective Time, the Purchaser will deliver Shareholders' Representative shall surrender to Parent certificates that immediately prior to the exchange agent designated for Effective Time represented the Merger then outstanding shares of HAI Common Stock (other than any share certificates not furnished to the Shareholders' Representative by Shareholders ("Exchange AgentMissing Certificates") (i) and other than Dissenting Shares). Merger Sub shall, or shall cause Parent, to ▇▇▇▇ all certificates representing the number of shares of Purchaser Common Stock that will be required for delivery to the stockholders of the Company delivered pursuant to the Merger, (ii) the appropriate amount of cash this Section to be held in trust by the Exchange Agent indicate their cancellation and will take such further action as may be necessary in order that certificates for shares of Purchaser Common Stock and any fractional share cash consideration may be delivered to the stockholders of the Company. As shall promptly as practicable after the Closing, each holder of an outstanding certificate or certificates theretofore representing shares of Company Common Stock shall surrender thereafter deliver the same to the Exchange Agent Surviving Corporation for disposal. (b) Whether or not a certificate that represented an outstanding share of HAI Common Stock immediately prior to the Effective Time shall have been surrendered to Parent pursuant to this Section, the holder thereof shall have no rights after the Effective Time with respect to such shares of HAI Common Stock, except to (i) receive the consideration provided for in Section 3.1(a) in exchange therefor, or (ii) to perfect the rights to appraisal for such shares which are Dissenting Shares. Notwithstanding Section 3.1(a), Parent shall have the right to withhold the portion of the Closing Payment and such holder shall the Post-Closing Payment attributable to Dissenting Shares and shares of HAI Common Stock evidenced by Missing Certificates until (i) in the case of Dissenting Shares, payment to a Dissenting Shareholder is required to be entitled made under the PBCL and all conditions to the Dissenting Shareholder's right to receive such payment are satisfied, and (ii) in the case of any Missing Certificate, the Missing Certificate is surrendered to the Surviving Corporation for cancellation. (c) The Board of Directors of the Surviving Corporation is empowered to adopt further rules and regulations, not inconsistent with the provisions of this Agreement, regarding the surrender and exchange therefor a certificate or of certificates representing the number of whole issued and outstanding shares of Purchaser HAI Common Stock into which the shares of Company Common Stock were converted as a result of the Merger. Dividends or other distributions payable after the Closing to holders of record after such date in respect of such shares of Purchaser Common Stock resulting from the exchange of Company Common Stock shall not be paid to holders thereof until certificates are surrendered for exchange as aforesaid, but, upon surrender, there shall be paid immediately prior to the holders of Purchaser Common Stock issued in exchange for Company Common Stock the amount of dividends or other distributions which shall have become payable to the Purchaser's stockholders of record after the date of the Closing, without interestEffective Time.

Surrender of Certificates. On As soon as practicable after the date Effective Time but in no event later than five (5) business days following the Effective Time a firm selected by Bancorp and reasonably acceptable to CSFC (the “Exchange Agent”), pursuant to documentation reasonably acceptable to Bancorp and CSFC consistent with the terms hereof, shall mail to each holder of record of a Certificate who did not previously submit a properly completed Election Form together with duly executed transmittal materials prior to the Election Deadline: (i) a 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 Closing, the Purchaser will deliver Certificates (or a lost certificate affidavit and bond in a form reasonably acceptable to the Exchange Agent) to the Exchange Agent; and (ii) instructions for use in effecting the surrender of the Certificates in exchange agent designated for the Merger Consideration (in the "form or forms determined in accordance with the provisions of Section 2.5). Upon surrender of a Certificate for cancellation to the Exchange Agent") or a lost certificate affidavit and bond in a form reasonably acceptable to the Exchange Agent), together with such letter of transmittal, duly executed, the holder of such Certificate shall be entitled to receive, in exchange therefore, (i) certificates representing a certificate evidencing the whole number of shares of Purchaser Common Stock that will be required for delivery to the stockholders of the Company pursuant to the Merger, (ii) the appropriate amount of cash to be held in trust by the Exchange Agent and will take such further action as may be necessary in order that certificates for shares of Purchaser Common Stock and any fractional share cash consideration may be delivered to the stockholders of the Company. As promptly as practicable after the Closing, each holder of an outstanding certificate or certificates theretofore representing shares of Company Common Stock shall surrender the same to the Exchange Agent and such holder shall be entitled to receive in exchange therefor a certificate or certificates representing the number of whole shares of Purchaser Bancorp Common Stock into which the shares of Company CSFC Common Stock were theretofore represented by the Certificate so surrendered, shall have been converted as pursuant to the provisions of Section 2.5, if any, plus (ii) a result check for the aggregate amount of cash, without interest, which such holder would be entitled to receive pursuant to Section 2.5, if any, including any cash amount payable in lieu of fractional shares in accordance with Section 2.6(c). Certificates so surrendered shall be cancelled. Bancorp shall direct the Exchange Agent to make such deliveries within five (5) business days of the Mergerreceipt of all required documentation. Dividends or other distributions payable after the Closing If any Bancorp Common Stock to holders of record after such date in respect of such be exchanged for shares of Purchaser CSFC Common Stock resulting from is to be delivered in a name other than that in which the exchange of Company Common Stock shall not be paid to holders thereof until certificates are Certificate surrendered for exchange as aforesaidis registered, butit shall be a condition to the exchange that the Certificate so surrendered shall be properly endorsed or otherwise in proper form for transfer, upon surrenderthat 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 Bancorp having an office in the United States, and that the person requesting the payment shall either (a) pay to the Exchange Agent any transfer or other taxes required by reason of the payment to a person other than the registered holder of the Certificate surrendered, or (b) establish to the satisfaction of the Exchange Agent that such taxes have been paid or are not payable. From and after the Effective Time, there shall be paid no transfers on the stock transfer books of CSFC of any shares of CSFC Common Stock outstanding immediately prior to the holders Effective Time and any such shares of Purchaser CSFC Common Stock issued presented to the Exchange Agent shall be cancelled in exchange for Company Common Stock the amount of dividends or other distributions which shall have become Merger Consideration payable to the Purchaser's stockholders of record after the date of the Closing, without interestwith respect thereto as provided in Section 2.5 above.

Surrender of Certificates. (a) On or after the date Closing Date (but in no event later than eight (8) business days after the Effective Time), Acquiror shall mail a letter of the Closing, the Purchaser will deliver to the exchange agent designated for the Merger transmittal (the "Exchange AgentLetter of Transmittal") to each Company Stockholder at the address set forth opposite each such Company Stockholder's name on the Spreadsheet (i) as defined in Section 7.5 hereof). After receipt of such Letter of Transmittal, the Company Stockholders will surrender the certificates representing the number of their shares of Purchaser Common Company Stock that will be required for delivery to the stockholders cancellation together with a duly completed and countersigned Letter of Transmittal. Upon surrender of a stock certificate representing shares of the Company pursuant to Stock for cancellation together with such Letter of Transmittal, duly completed and validly executed in accordance with the Mergerinstructions thereto, (ii) the appropriate amount of cash to be held in trust by the Exchange Agent and will take such further action as may be necessary in order that certificates for shares of Purchaser Common Stock and any fractional share cash consideration may be delivered to the stockholders of the Company. As promptly as practicable after the Closing, each holder of an outstanding such stock certificate or certificates theretofore representing shares of Company Common Stock shall surrender the same to the Exchange Agent and such holder shall be entitled to receive in exchange therefor a the amount of the Initial Consideration, less the Escrowed Shares, to which such holder is entitled pursuant to Section 3.1(b) hereof, and all stock certificates so surrendered shall be cancelled. Until so surrendered, each stock certificate or certificates representing the number of whole shares of Purchaser Common Stock into which the shares of Company Common Stock were converted as a result outstanding after the Effective Time will be deemed from and for all corporate purposes thereafter, to evidence only the right to receive the portion of the Merger. Dividends or other distributions payable after the Closing to holders of record after such date in respect of Initial Consideration for which such shares of Purchaser Common Company Stock resulting from shall have been so exchanged. No payments of any portion of the exchange Initial Consideration will be made until the holder of Company Common Stock shall not surrenders his, her or its stock certificate(s) pursuant hereto. (b) If any portion of the Initial Consideration is to be paid to holders thereof until certificates are a Person with a name other than that in which the Company Stock certificate surrendered in exchange therefor is registered, it will be a condition of such payment that the certificate so surrendered will be properly endorsed and otherwise in proper form for transfer and that the Person requesting such exchange as aforesaidwill have paid to Acquiror or any agent designated by it any transfer or other taxes required by reason of the payment of any portion of the Initial Consideration in any name other than that of the registered holder of the certificate surrendered, butor established to the satisfaction of Acquiror or any agent designated by it that such tax has been paid or is not payable. (c) Notwithstanding anything to the contrary in this Section 3.5, upon surrenderneither the Acquiror, there the Surviving Corporation, nor any party hereto shall be liable to a holder of shares of Company Stock for any amount properly paid to the holders of Purchaser Common Stock issued in exchange for Company Common Stock the amount of dividends a public official pursuant to any applicable abandoned property, escheat or other distributions which shall have become payable to the Purchaser's stockholders of record after the date of the Closing, without interestsimilar law.

Surrender of Certificates. (a) On the date of the Closing, the Purchaser will deliver or prior to the Closing Date, Parent shall select a reputable bank or trust company to act as exchange agent designated for the in Merger I (the "“Exchange Agent") ”). Promptly after the Effective Time of Merger I, Parent shall deposit with the Exchange Agent: (i) certificates representing the shares of Parent Common Stock issuable pursuant to Section 1.5(a)(iii); (ii) nontransferable certificates representing the right to receive a portion of the Balance Shares pursuant to Section 1.11 below or alternatively, shall provide for a global certificate representing such rights to be deposited with The Depositary Trust Company; 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 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 of Merger I, the Exchange Agent will mail to the Persons who were record holders of Company Stock Certificates immediately prior to the Effective Time of Merger I: (i) a letter of transmittal in customary form and containing such provisions as Parent may reasonably specify (including a provision confirming that delivery of Company Stock Certificates shall be effected, and risk of loss and title to Company Stock Certificates shall pass, only upon 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. The letter of transmittal shall provide a reasonably detailed description of (A) the method employed by Parent for calculating the Common Stock Exchange Ratio, the Series A Preferred Stock Exchange Ratio and the Series B Preferred Stock Exchange Ratio based on the capitalization of the Company as of the Effective Time of Merger I and (B) the aggregate number of shares of Purchaser Parent Common Stock that will be required for delivery then issuable upon Company Options and Company Warrants assumed by Parent pursuant to Section 5.4. Upon surrender of a Company Stock Certificate to the stockholders Exchange Agent for exchange, together with a duly executed letter of the Company pursuant to the Merger, (ii) the appropriate amount of cash to transmittal and such other documents as may be held in trust reasonably required by the Exchange Agent and will take such further action as may be necessary in order that certificates for shares of Purchaser Common Stock and any fractional share cash consideration may be delivered to or Parent: (1) the stockholders of the Company. As promptly as practicable after the Closing, each holder of an outstanding certificate or certificates theretofore representing shares of such Company Common Stock shall surrender the same to the Exchange Agent and such holder Certificate shall be entitled to receive in exchange therefor a certificate or certificates representing the number of whole shares of Purchaser Parent Common Stock into which that such holder has the right to receive pursuant to the provisions of Section 1.5 (and cash in lieu of any fractional share of Parent Common Stock); and (2) the 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 of Merger I, to represent only the right to receive shares of Parent Common Stock (and cash in lieu of any fractional share of Parent Common Stock) as contemplated by Section 1.5. If any Company Stock Certificate shall have been lost, stolen or destroyed, Parent may, in its discretion and as a condition precedent to the delivery of any shares of Parent Common Stock with respect to the shares of Company Common Stock were converted 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 a result Parent may reasonably direct) as indemnity against any claim that may be made against the Exchange Agent, Parent, Surviving Entity I or Surviving Entity with respect to such Company Stock Certificate. (c) Notwithstanding anything to the contrary contained in this Agreement, no shares of Parent Common Stock (or certificates therefor) shall be delivered in exchange for any Company Stock Certificate to any Person who may be an “affiliate” (as that term is used in Rule 145 under the Securities Act) of the Merger. Dividends Company until such Person shall have delivered to Parent and the Company a duly executed Affiliate Agreement as contemplated by Section 5.9. (d) No dividends or other distributions payable declared or made with respect to Parent Common Stock with a record date after the Closing to holders Effective Time of record after such date in respect of such shares of Purchaser Common Stock resulting from the exchange of Company Common Stock shall not be paid to holders thereof until certificates are surrendered for exchange as aforesaid, but, upon surrender, there Merger I shall be paid to the holders holder of Purchaser any unsurrendered Company Stock Certificate with respect to the shares of Parent Common Stock issued that such holder has the right to receive in exchange for Merger I until such holder surrenders such Company Common Stock the amount of dividends or other distributions Certificate in accordance with this Section 1.7 (at which time such holder shall have become payable be entitled, subject to the Purchaser's stockholders effect of record after the date of the Closingapplicable abandoned property, escheat or similar laws, to receive all such dividends and distributions, without interest). (e) Any portion of the Exchange 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 Parent Common Stock, a portion of the Balance Shares pursuant to Section 1.11, cash in lieu of fractional shares of Parent Common Stock and any dividends or distributions with respect to shares of Parent Common Stock. (f) Each of the Exchange Agent, Parent and Surviving Entity shall be entitled to deduct and withhold from any consideration deliverable pursuant to this Agreement to any holder of any Company Stock Certificate such amounts as 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. To the extent such amounts are so deducted or withheld, such amounts shall be treated for all purposes under this Agreement as having been paid to the Person to whom such amounts would otherwise have been paid. (g) Neither Parent, Surviving Entity I nor Surviving Entity 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 Legal Requirement. (h) Parent shall at all times prior to the Balance Share Distribution Date maintain an accurate and complete list of the record holders of all rights to receive a portion of the Balance Shares pursuant to Section 1.11 below. After the Effective Time of Merger I, Parent shall use its commercially reasonable efforts to deliver appropriate notices and communications to securities depositories and take such other steps as may be commercially reasonable for such depositaries to record and take note of those beneficial owners of the Primary Shares as of the Effective Time of Merger I on whose behalf such depositories hold Primary Shares in their record name.

Surrender of Certificates. On As soon as practicable after the date of Effective Time but in no event later than three (3) business days following the ClosingEffective Time, the Purchaser will deliver to the exchange agent designated for the Merger Computershare Investor Services LLP (the "Exchange Agent") (i) certificates representing the number of shares of ), pursuant to documentation reasonably acceptable to Purchaser Common Stock that will be required for delivery to the stockholders of and the Company pursuant consistent with the terms hereof, shall mail to the Merger, (ii) the appropriate amount of cash to be held in trust by the Exchange Agent and will take such further action as may be necessary in order that certificates for shares of Purchaser Common Stock and any fractional share cash consideration may be delivered to the stockholders of the Company. As promptly as practicable after the Closing, each holder of an outstanding record of a certificate or certificates theretofore representing which, as of the Effective Time, represented outstanding shares of Company Common Stock (each, a "Certificate"): (i) a 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 the Exchange Agent) to the Exchange Agent; and (ii) instructions for use in effecting the surrender of the same 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 therefor therefor, a certificate or certificates representing evidencing the number of whole shares of Purchaser Common Stock into which the shares of Company Common Stock were Stock, theretofore represented by the Certificate so surrendered, shall have been converted as a result pursuant to the provisions of Section 1.2, 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 Mergerreceipt of all required documentation. Dividends or other distributions payable after the Closing to holders of record after such date in respect of such shares of If any Purchaser Common Stock resulting from the exchange to be exchanged for shares of Company Common Stock shall not is to be paid to holders thereof until certificates are delivered in a name other than that in which the Certificate surrendered for exchange as aforesaidis registered, butit shall be a condition to the exchange that the Certificate so surrendered shall be properly endorsed or otherwise in proper form for transfer, upon surrenderthat all signatures shall be guaranteed by a member firm of any national securities exchange in the United States or the National Association of Securities Dealers, Inc., or by a commercial bank or trust company or other financial institution acceptable to Purchaser having an office in the United States, and that the person requesting the payment shall either (a) pay to the Exchange Agent any transfer or other taxes required by reason of the payment to a person other than the registered holder of the Certificate surrendered, or (b) establish to the satisfaction of the Exchange Agent that such taxes have been paid or are not payable. From and after the Effective Time, there shall be paid no transfers on the stock transfer books of the Company of any shares of Company Common Stock outstanding immediately prior to the holders Effective Time and any such shares of Purchaser Company Common Stock issued presented to the Exchange Agent shall be cancelled in exchange for Company Common Stock the amount of dividends or other distributions which shall have become Merger Consideration payable to the Purchaser's stockholders of record after the date of the Closing, without interestwith respect thereto as provided in Section 1.2 above.

Surrender of Certificates. On (i) As soon as reasonably practicable after the Closing Date, to the extent not previously mailed, Acquirer shall mail, or cause to be mailed, a letter of transmittal in customary form together with instructions for use thereof (the “Letter of Transmittal”) 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 specify that delivery of the certificates or instruments that immediately prior to the Effective Time represented issued and outstanding Company Capital Stock (the “Certificates”) shall be effected, and risk of loss and title to the Certificates shall pass, only upon receipt thereof by Acquirer (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 Acquirer may reasonably specify, including that the Converting Holders agree to be bound by the provisions of Section 1.5 and Article VIII and agree to release the Company, the First Step Surviving Corporation and the Final Surviving Entity from any claims, rights, Liabilities and causes of action whatsoever based upon, relating to or arising out of, resulting from or in connection with the Certificates, the Merger and/or the Transactions, subject to customary exclusions. (ii) At or immediately following the Closing, Acquirer shall cause to be deposited with ▇▇▇▇▇ Fargo Bank, N.A. or other bank or trust company as Acquirer may choose in its discretion, subject to the prior approval of the Stockholders’ Agent (such approval not to be unreasonably withheld) (the “Paying Agent”) the Merger Consideration less the Cash Escrow Amount. (iii) As soon as reasonably practicable after the date of the Closing, the Purchaser will deliver to the exchange agent designated for the Merger (the "Exchange Agent") (i) certificates representing the number of shares of Purchaser Common Stock that will be required for delivery to the stockholders Paying Agent of the Company pursuant to the Mergera Certificate, together with a properly completed and duly executed Letter of Transmittal and any other documentation required thereby, (iiA) the appropriate amount of cash to be held in trust by the Exchange Agent and will take such further action as may be necessary in order that certificates for shares of Purchaser Common Stock and any fractional share cash consideration may be delivered to the stockholders of the Company. As promptly as practicable after the Closing, each holder of an outstanding certificate or certificates theretofore representing shares record of Company Common Stock shall surrender the same to the Exchange Agent and such holder Certificate shall be entitled to receive in exchange therefor a certificate or certificates representing the number of whole shares of Purchaser Common Cash Consideration and Stock into which Consideration that such holder has the shares of Company Common Stock were converted as a result of the Merger. Dividends or other distributions payable after the Closing right to holders of record after such date receive pursuant to Section 1.3(a) in respect of such Certificate, less, Converting Holder’s Pro Rata Share of the Escrow Fund and less Unvested Cash and less Unvested Acquirer Common Stock, and (B) such Certificate shall be cancelled. (iv) Any certificates or book-entry entitlements representing the shares of Purchaser Acquirer Common Stock resulting to be issued pursuant to Section 1.3(a) shall bear the following legends (along with any other legends that may be required under Applicable Law): (1) THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR UNDER APPLICABLE STATE SECURITIES LAWS AND HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF. NO SUCH SALE OR DISTRIBUTION MAY BE EFFECTED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR AN OPINION OF COUNSEL FOR THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT OF 1933 OR APPLICABLE STATE SECURITIES LAWS. (2) THE SHARES EVIDENCED HEREBY ARE SUBJECT TO A RIGHT OF REPURCHASE AS SET FORTH IN AN AGREEMENT WITH THE COMPANY. (3) THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO A LOCKUP RESTRICTION AS SET FORTH IN A CERTAIN AGREEMENT BETWEEN THE ISSUER AND THE ORIGINAL HOLDER OF THESE SHARES, A COPY OF WHICH MAY BE OBTAINED AT THE PRINCIPAL OFFICE OF THE ISSUER.” It is Acquirer’s current policy not to issue stock certificates representing shares of its capital stock, and all new issuances of capital stock are reflected on the books and records of Acquirer’s transfer agent in book entry only, with appropriate notations reflecting the applicable legends. (v) Upon receipt of written confirmation of the effectiveness of the First Merger from the exchange Secretary of Company State of the State of Delaware, Acquirer will instruct the Paying Agent, subject to any applicable Equity Agreement or Benefits Amendment, deliver to each Converting Holder the aggregate number of shares of Acquirer Common Stock shall not be paid issuable to such Converting Holder pursuant to Section 1.3(a)(i), other than in respect of Dissenting Shares to holders thereof until certificates are surrendered for exchange thereof, as aforesaidpromptly as practicable following the submission of a Certificate to the Paying Agent and a duly executed Letter of Transmittal by such Converting Holder. (vi) If any Certificate shall have been lost, butstolen or destroyed, upon surrenderthe making of an affidavit of that fact by the Person claiming such document to be lost, there shall stolen or destroyed and, if required by Acquirer or the Paying Agent, an agreement to indemnify Acquirer against any claim that may be paid made against it with respect to such document, the holders of Purchaser Common Stock issued Paying Agent will deliver in exchange for Company Common Stock such lost, stolen or destroyed document the amount of dividends or other distributions which shall have become payable to the Purchaser's stockholders of record after the date applicable portion of the Closing, without interestMerger Consideration issuable pursuant to Section 1.3(a).

Surrender of Certificates. On the date of the Closing, the Purchaser will deliver to the exchange agent designated for the Merger (the "Exchange Agent") (i) certificates representing the number of shares of Purchaser Common Stock that will be required for delivery to the stockholders of the Company pursuant to the Merger, (ii) the appropriate amount of cash to be held in trust by the Exchange Agent and will take such further action as may be necessary in order that certificates for shares of Purchaser Common Stock and any fractional share cash consideration may be delivered to the stockholders of the Company. As promptly soon as practicable after the ClosingEffective Time (but in no event more than five business days after the Effective Time), the Surviving Corporation shall cause to be mailed to each holder record holder, as of the Effective Time, of an outstanding certificate or certificates theretofore representing shares of Company Common Stock shall surrender the same which immediately prior to the Exchange Effective Time represented Shares (and the associated Company Rights) (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 Certificates to the Paying Agent, and shall be in such form and have such other provisions not inconsistent with this Agreement as Parent and the Surviving Corporation shall reasonably specify) and instructions for use in effecting the surrender of the Certificates for payment of the Merger Consideration therefor. Upon surrender to the Paying Agent of a Certificate, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, and such other documents as may be required pursuant to such instructions, the holder of such Certificate shall be entitled to receive in exchange therefor a certificate or certificates representing the number of whole shares of Purchaser Common Stock into which Merger Consideration for each Share (and the shares of associated Company Common Stock were converted as a result of the MergerRight) formerly represented by such Certificate, and such Certificate shall then be cancelled. Dividends or other distributions payable Until so surrendered, each Certificate will represent, from and after the Closing Effective Time, only the right to holders of record after such date receive the Merger Consideration in respect of such shares of Purchaser Common Stock resulting from the exchange of Company Common Stock shall not be paid to holders thereof until certificates are surrendered for exchange cash as aforesaid, but, upon surrender, there contemplated by this Article II. No interest shall be paid or accrued for the benefit of holders of the Certificates on the Merger Consideration payable upon the surrender of the Certificates. If payment of the Merger Consideration is to be made to a Person other than the Person in whose name the surrendered Certificate is registered, it shall be a condition of payment that the Certificate so surrendered shall be properly endorsed or shall be otherwise in proper form for transfer and that the Person requesting such payment shall have paid any transfer and other taxes required by reason of the payment of the Merger Consideration to a Person other than the registered holder of the Certificate surrendered or shall have established to the holders of Purchaser Common Stock issued in exchange for Company Common Stock the amount of dividends or other distributions which shall have become payable to the Purchaser's stockholders of record after the date satisfaction of the ClosingSurviving Corporation that such tax either has been paid or is not applicable. As used in this Agreement, without interest"Person" means an individual, corporation, limited liability company, partnership, association, trust, unincorporated organization, other entity or group (as defined in the Exchange Act).

Surrender of Certificates. On the date of the Closing, the Purchaser will deliver (a) Prior to the exchange Effective Time, Parent shall designate a bank or trust company reasonably satisfactory to the Company to act as agent designated for the Merger (the "Exchange Paying Agent") (i) certificates representing for the number holders of shares of Purchaser Company Common Stock that will be required for delivery in connection with the Merger to receive in trust the funds to which holders of shares of Company Common Stock shall become entitled pursuant to Section 1.6(a). On or prior to the stockholders Effective Time, Parent or Purchaser shall deposit, or cause to be deposited, with the Paying Agent for the benefit of holders of shares of Company Common Stock the Company aggregate Merger Consideration to which such holders shall be entitled at the Effective Time pursuant to Section 1.6(a). Such funds shall be invested as directed by Parent or the Merger, (ii) the appropriate amount of cash to be held in trust Surviving Corporation pending payment thereof by the Exchange Paying Agent and will take such further action as may be necessary in order that certificates for to holders of shares of Company Common Stock. Earnings from such investments shall be the sole and exclusive property of Purchaser Common Stock and any fractional share cash consideration may be delivered the Surviving Corporation, and no part of such earnings shall accrue to the stockholders benefit of the Company. holders of shares of Company Common Stock. (b) As promptly soon as reasonably practicable after the ClosingEffective Time, Parent shall cause the Paying Agent to mail to each holder of an outstanding record of a certificate or certificates theretofore representing shares of Company Common Stock (a "Certificate"), (i) a letter of transmittal (which shall surrender the same specify that delivery shall be effected, and risk of loss and title to the Exchange Certificates shall pass, only upon delivery of the Certificates to the Paying Agent and shall be in such form and have such other provisions not inconsistent with this Agreement as Parent may specify) and (ii) instructions for use in effecting the surrender of Certificates in exchange for payment of the Merger Consideration. Upon surrender of a Certificate for cancellation to the Paying Agent or to such other agent or agents as may be appointed by Parent, 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 Company Common Stock formerly represented by such Certificate, and the Certificate so surrendered shall forthwith be cancelled. If payment of the Merger Consideration is to be made to a certificate person other than the person in whose name the surrendered Certificate is registered, it shall be a condition of payment that the Certificate so surrendered shall be properly endorsed or certificates representing shall be otherwise in proper form for transfer and that the number person requesting such payment shall have paid any transfer and other taxes required by reason of whole the payment of the Merger Consideration to a person other than the registered holder of the Certificate surrendered or shall have established to the satisfaction of the Surviving Corporation that such tax either has been paid or is not applicable. Until surrendered as contemplated by this Section 2.1, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive the Merger Consideration in cash as contemplated by this Section 2.1. If any Certificate shall have been lost, stolen or destroyed, upon making of an affidavit of that fact by the person claiming such Certificate to be lost, stolen or destroyed and, if required by the Surviving Corporation or Parent, the posting by such person of a bond, in such reasonable amount as the Surviving Corporation or Parent may direct, as indemnity against any claim that may be made against it with respect to such Certificate, the Paying Agent will issue in exchange for such lost, stolen or destroyed Certificate the applicable Merger Consideration such holder is entitled to receive pursuant to this Section 2.1. (c) At the Effective Time, the stock transfer books of the Company shall be closed, and thereafter there shall be no further registration of transfers of shares of Purchaser Company Common Stock into which on the records of the Company. From and after the Effective Time, the holders of Certificates evidencing ownership of shares of Company Common Stock outstanding immediately prior to the Effective Time shall cease to have any rights with respect to such shares, except as otherwise provided for herein or by applicable law. All cash paid pursuant to this Article II upon the surrender or exchange of Certificates shall be deemed to have been paid in full satisfaction of all rights pertaining to the shares of Company Common Stock were converted as a result of the Merger. Dividends or other distributions payable theretofore represented by such Certificate. (d) At any time following six months after the Closing Effective Time, the Surviving Corporation shall be entitled to require the Paying Agent to deliver to it any funds (including any earnings received with respect thereto) which had been made available to the Paying Agent and which have not been disbursed to holders of record after Certificates, and thereafter such date in holders shall be entitled to look only to the Surviving Corporation (subject to abandoned property, escheat or other similar laws) and only as general creditors thereof with respect to the Merger Consideration payable upon due surrender of such their Certificates. If any Certificates representing shares of Purchaser Common Stock resulting from the exchange of Company Common Stock shall not be paid have been surrendered immediately prior to holders thereof until certificates are surrendered for exchange as aforesaidsuch date on which the Merger Consideration in respect of such Certificate would otherwise escheat to or become the property of any Governmental Entity, butany such cash, upon surrendershares, there dividends or distributions payable in respect of such Certificate shall, to the extent permitted by applicable law, become the property of the Surviving Corporation, free and clear of all claims or interest of any person previously entitled thereto. Notwithstanding the foregoing, neither the Surviving Corporation nor the Paying Agent shall be liable to any holder of a Certificate for Merger Consideration delivered to a public official pursuant to any applicable abandoned property, escheat or similar law. (e) Parent, Purchaser, the Surviving Corporation and the Paying Agent, as the case may be, shall be entitled to deduct and withhold from the Merger Consideration otherwise payable pursuant to this Agreement to any holder of shares of Company Common Stock and Company Options such amounts that Parent, Purchaser, the Surviving Corporation or the Paying Agent is required to deduct and withhold with respect to the making of such payment under the Internal Revenue Code of 1986, as amended ( the "Code"), the rules and regulations promulgated thereunder or any provision of state, local or foreign tax law. To the extent that amounts are so withheld by Parent, Purchaser, the Surviving Corporation or the Paying Agent, such amounts shall be treated for all purposes of this Agreement as having been paid to the holders holder of Purchaser Common Stock issued in exchange for shares of Company Common Stock and Company Options in respect of which such deduction and withholding was made by Parent, Purchaser, the amount of dividends Surviving Corporation or other distributions which shall have become payable to the Purchaser's stockholders of record after the date of the Closing, without interestPaying Agent.

Surrender of Certificates. On the date Upon surrender of the Closing, the Purchaser will deliver to the exchange agent designated for the Merger (the "Exchange Agent") (i) certificates representing the number of shares of Purchaser Common Stock that will be required for delivery to the stockholders of the Company pursuant to the Merger, (ii) the appropriate amount of cash to be held in trust by the Exchange Agent and will take such further action as may be necessary in order that certificates for shares of Purchaser Common Stock and any fractional share cash consideration may be delivered to the stockholders of the Company. As promptly as practicable after the Closing, each holder of an outstanding a certificate or certificates theretofore representing which immediately prior to the Effective Time evidenced outstanding shares of Company Common Tilion Capital Stock shall surrender (the same “Certificates”) for cancellation to Synquest and, with respect to holders of Preferred Stock, a completed Investor Questionnaire in the Exchange Agent and form of Exhibit B hereto, the holder of such holder Certificate shall be entitled to receive in exchange therefor a certificate or (i) with respect to the Tilion Preferred Stock issued and outstanding immediately prior to the Effective Time, certificates representing the evidencing that number of whole shares of Purchaser Common Synquest Series A Preferred Stock into which such holder has the right to receive in accordance with Section 2.1(b) (the “Synquest Certificates”) in respect of the shares of Company Tilion Preferred Stock formerly evidenced by such Certificate and cash in lieu of fractional shares of Synquest Series A Preferred Stock to which such holder is entitled pursuant to Section 2.3(f), subject to adjustment following the Closing as described in Section 2.5 below (the “Preferred Stock Consideration”) and (ii) with respect to the Tilion Common Stock were converted as a result issued and outstanding immediately prior to the Effective Time, the consideration which such holder has the right to receive in accordance with Section 2.1(a) in respect of the Mergershares of Tilion Common Stock formerly evidenced by such Certificate (the “Common Stock Consideration” and together with the Preferred Stock Consideration, the “Merger Consideration”), and the Certificate so surrendered shall forthwith be canceled. Dividends In the event of a transfer of ownership of shares of Tilion Capital Stock which is not registered in the transfer records of Tilion as of the Effective Time, the Merger Consideration may be issued or other distributions payable 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 that, prior to the Effective Time, represented shares of Tilion Capital Stock will be deemed from and after the Closing Effective Time for all corporate purposes to represent only the right to receive upon such surrender the applicable Merger Consideration in accordance with this Article II. No interest shall be paid or will accrue on any cash payable to holders of record after such date in respect Certificates pursuant to any provision of such shares of Purchaser Common Stock resulting from the exchange of Company Common Stock shall not be paid to holders thereof until certificates are surrendered for exchange as aforesaid, but, upon surrender, there shall be paid to the holders of Purchaser Common Stock issued in exchange for Company Common Stock the amount of dividends or other distributions which shall have become payable to the Purchaser's stockholders of record after the date of the Closing, without interestthis Article II.

Surrender of Certificates. On As soon as practicable after the date of Effective Time (but no later than the third business day following the Closing), the Purchaser will deliver Acquiror shall send or cause to the exchange agent designated for the Merger be sent a notice and letter of transmittal form to each holder of a certificate or certificates, representing Target Stock (the "Exchange AgentCertificates") (i) certificates other than those representing Dissenting Shares), advising such holder of the effectiveness of the Merger and the procedure for surrendering of such Certificate for exchange into the Merger Consideration payable in respect of the Target Stock represented thereby. Each Shareholder, upon surrender of each of his or her Certificates, together with a duly executed copy of a letter of transmittal together with any reasonable supporting documentation requested by Acquiror (including tax identification number), shall be entitled to receive the Merger Consideration with respect to the Target Stock represented by such Certificate or Certificates in accordance with the provisions of this Article II net of any applicable withholding less the pro rata amount of the Escrow Amount. The portion of the Escrow Amount contributed on behalf of each Shareholder shall be in proportion to the aggregate number of shares of Acquiror Common Stock each such Shareholder would otherwise be entitled to receive in the Merger as compared to the total number of shares of Acquiror Common Stock to be issued to Shareholders pursuant to Section 2.4 above by virtue of ownership of outstanding shares of Target Stock immediately prior to the Effective Time. Until so surrendered, each Certificate shall be deemed for all corporate purposes to evidence only the right to receive upon such surrender that number of shares of Acquiror Common Stock equal to the number of shares of Purchaser Target Common Stock that will represented by such Certificate (assuming conversion of Target Preferred Stock) multiplied by the Exchange Ratio. (a) If the Merger Consideration (or any portion thereof) is to be required for delivery paid to a Person other than the Person in whose name the Certificate surrendered in exchange therefor is registered, it shall be a condition to the stockholders payment of the Company Merger Consideration that the Certificate so surrendered shall be properly endorsed or accompanied by appropriate stock powers and otherwise be in proper form for transfer, that such transfer otherwise be proper and that the Person requesting such transfer pay to Acquiror (or its agent appointed as the disbursing agent (the "Disbursing Agent")) any transfer or other taxes payable by reason of the foregoing or establish to the satisfaction of Acquiror that such taxes have been paid or are not required to be paid. (b) No interest or dividends shall be paid or accrue on any portion of the Merger Consideration or any Acquiror Common Stock to be issued pursuant to the Merger, (ii) the appropriate amount terms of cash to be held in trust by the Exchange Agent and will take such further action as may be necessary in order that certificates for shares of Purchaser Common Stock and any fractional share cash consideration may be delivered to the stockholders of the Company. As promptly as practicable after the Closing, each holder of an outstanding certificate or certificates theretofore representing shares of Company Common Stock shall surrender the same to the Exchange Agent and such holder shall be entitled to receive in exchange therefor a certificate or certificates representing the number of whole shares of Purchaser Common Stock into which the shares of Company Common Stock were converted as a result of the Merger. Dividends or other distributions payable after the Closing to holders of record after such date in respect of such shares of Purchaser Common Stock resulting from the exchange of Company Common Stock shall not be paid to holders thereof until certificates are surrendered for exchange as aforesaid, but, upon surrender, there shall be paid to the holders of Purchaser Common Stock issued in exchange for Company Common Stock the amount of dividends or other distributions which shall have become payable to the Purchaser's stockholders of record after the date of the Closing, without interestthis Agreement.

Surrender of Certificates. On (a) Computershare Trust Company, N.A. shall serve as exchange agent (the date “Exchange Agent”) for the Merger. At the Closing, the Parent shall deposit with the Exchange Agent, the Upfront Payment in exchange for all of the outstanding Company Common Stock and Preferred Stock. At the Closing, the holders of Company Stock Certificates shall surrender all Company Stock Certificates to the Exchange Agent for cancellation together with a letter of transmittal in the form attached hereto as Exhibit F (the “Letter of Transmittal”). Upon (i) receipt by the Parent of the confirmation of the filing of the Articles of Merger and (ii) surrender of a Company Stock Certificate for cancellation to the Exchange Agent (or lost stock affidavit pursuant to Section 1.8(b) below), together with the duly executed Letter of Transmittal, the holder of such Company Stock Certificate shall be entitled to receive from the Exchange Agent in exchange therefore: (i) a portion of the Upfront Payment that is equal to the consideration to which such Stockholder is entitled in respect of the Merger as of the Closing, and (ii) a right to receive, upon distribution from the Purchaser will deliver Escrow Fund or the Microsoft Escrow Fund, a portion of the remainder of the Purchase Price that is equal to the exchange agent designated for consideration to which such Stockholder is entitled in respect of the Merger Merger, and the Company Stock Certificate so surrendered shall be canceled. (b) If any Company Stock Certificate shall have been lost, stolen or destroyed, Parent may, as a condition precedent to the "payment of any portion of the Upfront Payment to the owner of such lost, stolen or destroyed Company Stock Certificate, require the owner of such lost, stolen or destroyed Company Stock Certificate to provide an appropriate affidavit and to deliver an indemnity, in the form included within the Letter of Transmittal, attached hereto as Exhibit F, 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) (i) certificates representing The Escrow Agent, Parent and the number Surviving Corporation shall be entitled to deduct and withhold from any consideration payable or otherwise deliverable to any holder or former holder of shares of Purchaser Common Stock that will be required for delivery to the stockholders capital stock of the Company pursuant to this Agreement such amounts as the MergerEscrow Agent, 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. 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. (iid) Neither the appropriate amount Exchange Agent, Parent nor the Surviving Corporation shall be liable to any holder or former holder of capital stock of the Company for any cash amounts, delivered to be held in trust any public official pursuant to any applicable abandoned property, escheat or similar law. (e) All fees and expenses charged by the Exchange Agent and will take such further action as in connection the provision of services rendered by the Exchange Agent, including, but not limited to, any amounts which the Company may be necessary in order that certificates for shares of Purchaser Common Stock and any fractional share cash consideration may be delivered obligated to the stockholders of the Company. As promptly as practicable after the Closing, each holder of an outstanding certificate or certificates theretofore representing shares of Company Common Stock shall surrender the same pay to the Exchange Agent pursuant to the terms of the Cash Exchange Agreement, shall be the sole cost and such holder expense of the Company, and the Purchaser shall be entitled to receive in exchange therefor a certificate or certificates representing the number of whole shares of Purchaser Common Stock into which the shares of Company Common Stock were converted as a result of the Merger. Dividends or other distributions payable after the Closing to holders of record after such date in respect of such shares of Purchaser Common Stock resulting deduct from the exchange of Company Common Stock shall not be paid to holders thereof until certificates are surrendered for exchange as aforesaid, but, upon surrender, there shall be paid to Escrow Fund or the holders of Purchaser Common Stock issued in exchange for Company Common Stock the amount of dividends or other distributions which shall have become payable to the Purchaser's stockholders of record after the date of the Closing, without interestMicrosoft Escrow Fund any such cost and expense.

Surrender of Certificates. On (i) As soon as reasonably practicable after the Closing Date, to the extent not previously mailed, Acquirer shall mail, or cause to be mailed, a letter of transmittal in customary form together with instructions for use thereof (the “Letter of Transmittal”) 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 specify that delivery of the certificates or instruments that immediately prior to the Effective Time represented issued and outstanding Company Capital Stock (the “Certificates”) shall be effected, and risk of loss and title to the Certificates shall pass, only upon receipt thereof by Acquirer (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 Acquirer may reasonably specify, including that the Converting Holders agree to be bound by the provisions of Section 1.5 and Article VIII and agree to release the Company, the First Step Surviving Corporation and the Final Surviving Entity from any claims, rights, Liabilities and causes of action whatsoever based upon, relating to or arising out of the Certificates, the Merger and/or the Transactions. (ii) As soon as reasonably practicable after the Closing, Acquirer shall cause to be deposited with U.S. Bank National Association or other bank or trust company as Acquirer may choose in its discretion (the “Paying Agent”) the Merger Consideration less the sum of (A) the Escrow Amount, plus (B) the Stockholders’ Agent Expense Amount, plus (C) the Aggregate Option Cash-Out Amount. (iii) As soon as reasonably practicable after the date of the Closing, the Purchaser will deliver delivery to the exchange agent designated for Paying Agent of a Certificate, together with a properly completed and duly executed Letter of Transmittal and any other documentation required thereby, (A) the Merger holder of record of such Certificate shall be entitled to receive (I) the "Exchange Agent"amount of cash and (II) (i) certificates representing the number of shares of Purchaser Acquirer Common Stock that will such holder has the right to receive pursuant to Section 1.3(a)(i)(A) or Section 1.3(a)(ii)(A), as applicable, in respect of such Certificate, less such Converting Holder’s Pro Rata Share of the Escrow Amount (with cash and stock allocations thereof as set forth on the Spreadsheet) and of the Stockholders’ Agent Expense Amount, and (B) such Certificate shall be required for delivery cancelled. (iv) Subject to and in accordance with Schedule B, as soon as reasonably practicable after a Contingent Payment Date, each former holder of record of a Certificate as of immediately prior to the stockholders of the Company pursuant to the Merger, (ii) the appropriate amount of cash to be held in trust by the Exchange Agent and will take such further action as may be necessary in order that certificates for shares of Purchaser Common Stock and any fractional share cash consideration may be delivered to the stockholders of the Company. As promptly as practicable after the Closing, each holder of an outstanding certificate or certificates theretofore representing shares of Company Common Stock shall surrender the same to the Exchange Agent and such holder Effective Time shall be entitled to receive in exchange therefor a certificate or certificates representing the applicable amount of cash and number of whole shares of Purchaser Acquirer Common Stock into which that such holder has the shares of Company Common Stock were converted right to receive pursuant to Section 1.3(a)(i)(B) and/or Section 1.3(a)(ii)(B), as a result of the Merger. Dividends or other distributions payable after the Closing to holders of record after such date applicable, in respect of such Certificate. (v) Any certificates or book-entry entitlements representing the shares of Purchaser Acquirer Common Stock resulting to be issued pursuant to Section 1.3(a) shall bear the following legends to the extent applicable (along with any other legends that may be required under Applicable Law): (1) THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR UNDER APPLICABLE STATE SECURITIES LAWS AND HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF. NO SUCH SALE OR DISTRIBUTION MAY BE EFFECTED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO, A VALID EXEMPTION UNDER SECTION 3(A)(10) OF THE SECURITIES ACT OR AN OPINION OF COUNSEL FOR THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT OR APPLICABLE STATE SECURITIES LAWS. (2) 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 Acquirer’s current policy not to issue stock certificates representing shares of its capital stock, and all new issuances of capital stock are reflected on Acquirer’s books and records in book entry only, with appropriate notations reflecting the applicable legends. (vi) Upon receipt of written confirmation of the effectiveness of the First Merger from the exchange Secretary of Company State of the State of Delaware, Acquirer will instruct the Paying Agent to (A) subject to any applicable Vesting Agreement, pay to each Converting Holder by check or wire transfer of same‑day funds the aggregate amount of cash payable to such Converting Holder pursuant to Section 1.3(a)(i)(A), less such Converting Holder’s applicable portion of the Cash Escrow Amount (as set forth on the Spreadsheet) and the Pro Rata Share of the Stockholders’ Agent Expense Amount, and (B) subject to any applicable Vesting Agreement, deliver to each Converting Holder the aggregate number of shares of Acquirer Common Stock shall not be paid issuable to such Converting Holder pursuant to Section 1.3(a)(i)(A), less such Converting Holder’s Stock applicable portion of the Stock Escrow Amount (as set forth on the Spreadsheet), in each case other than in respect of Dissenting Shares to holders thereof until certificates are surrendered for exchange thereof, and in each case as aforesaidpromptly as practicable following the submission of a Certificate to the Paying Agent and a duly executed Letter of Transmittal by such Converting Holder. (vii) If any Certificate shall have been lost, butstolen or destroyed, upon surrenderthe making of an affidavit of that fact by the Person claiming such document to be lost, there shall stolen or destroyed and, if required by Acquirer or the Paying Agent, the payment of any reasonable fees and the posting by such Person of a bond in such reasonable amounts as Acquirer may direct as indemnity against any claim that may be paid made against it with respect to such document, the holders of Purchaser Common Stock issued Paying Agent will pay and deliver, in exchange for Company Common Stock such lost, stolen or destroyed document the amount of dividends or other distributions which shall have become payable to the Purchaser's stockholders of record after the date applicable portion of the ClosingMerger Consideration payable and issuable, without interestrespectively, pursuant to Section 1.3(a)(i)(A) and/or Section 1.3(a)(ii)(A), as applicable, less the applicable portion of such Converting Holder’s Pro Rata Share of the Escrow Amount (with cash and stock allocations thereof as set forth on the Spreadsheet) and the Stockholders’ Agent Expense Amount.