CMTY COMMON STOCK
TO MAKE ALL PAYMENTS AND DELIVERIES TO SHAREHOLDERS OF PRFS PURSUANT TO THIS
ARTICLE II.
ANY CASH AND CERTIFICATES FOR CMTY COMMON STOCK DEPOSITED WITH THE
EXCHANGE AGENT SHALL HEREINAFTER BE REFERRED TO AS THE "EXCHANGE FUND."
(B)
EXCHANGE PROCEDURES.
AS SOON AS REASONABLY PRACTICABLE AFTER THE EFFECTIVE
DATE (AND IN ANY CASE NO LATER THAN TEN (10) BUSINESS DAYS THEREAFTER), CMTY
SHALL CAUSE THE EXCHANGE AGENT TO MAIL TO EACH RECORD HOLDER OF PRFS COMMON
STOCK IMMEDIATELY PRIOR TO THE EFFECTIVE DATE A LETTER OF TRANSMITTAL WHICH
SHALL SPECIFY THAT DELIVERY OF THE CERTIFICATES FOR SHARES OF PRFS COMMON STOCK
(EACH, A "PRFS CERTIFICATE") SHALL BE EFFECTED, AND RISK OF LOSS AND TITLE TO
THE PRFS CERTIFICATES SHALL PASS, ONLY UPON DELIVERY OF THE PRFS CERTIFICATES TO
THE EXCHANGE AGENT, AND WHICH LETTER SHALL BE IN CUSTOMARY FORM AND HAVE SUCH
OTHER PROVISIONS AS CMTY MAY REASONABLY SPECIFY AND INSTRUCTIONS FOR EFFECTING
THE SURRENDER OF SUCH PRFS CERTIFICATES IN EXCHANGE FOR THE MERGER
CONSIDERATION, AS THE CASE MAY BE.
UPON SURRENDER OF A PRFS 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 PRFS
CERTIFICATE SHALL BE ENTITLED TO RECEIVE WITHIN TEN (10) BUSINESS DAYS
THEREAFTER AND IN EXCHANGE THEREFOR (I) A CERTIFICATE REPRESENTING, IN THE
AGGREGATE, THE WHOLE NUMBER OF SHARES OF CMTY COMMON STOCK THAT SUCH HOLDER HAS
THE RIGHT TO RECEIVE PURSUANT TO THIS ARTICLE II AND (II) A CHECK IN THE AMOUNT
EQUAL TO ANY CASH THAT SUCH HOLDER HAS THE RIGHT TO RECEIVE PURSUANT TO THIS
ARTICLE II.
NO INTEREST WILL BE PAID OR WILL ACCRUE ON ANY CASH PAYMENT
PURSUANT TO THIS SECTION 2.07.
(C)
EACH CERTIFICATE FOR SHARES OF CMTY COMMON STOCK (EACH, A "CMTY
CERTIFICATE") ISSUED IN EXCHANGE FOR PRFS CERTIFICATES PURSUANT TO THIS
SECTION 2.07 SHALL BE DATED THE EFFECTIVE DATE AND BE ENTITLED TO DIVIDENDS,
DISTRIBUTIONS AND ALL OTHER RIGHTS AND PRIVILEGES PERTAINING TO SUCH SHARES OF
CMTY COMMON STOCK FROM THE EFFECTIVE DATE.
UNTIL
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SURRENDERED, EACH PRFS CERTIFICATE SHALL, FROM AND AFTER THE EFFECTIVE DATE,
EVIDENCE SOLELY THE RIGHT TO RECEIVE THE MERGER CONSIDERATION.
(D)
IF A PRFS CERTIFICATE IS EXCHANGED ON A DATE FOLLOWING ONE OR MORE RECORD
DATES AFTER THE EFFECTIVE DATE FOR THE PAYMENT OF DIVIDENDS OR ANY OTHER
DISTRIBUTION ON SHARES OF CMTY COMMON STOCK, CMTY SHALL PAY TO THE HOLDER OF
SUCH PRFS CERTIFICATE CASH IN AN AMOUNT EQUAL TO DIVIDENDS PAYABLE ON THE SHARES
OF CMTY COMMON STOCK ISSUED IN EXCHANGE THEREFOR AND PAY OR DELIVER ANY OTHER
DISTRIBUTION TO WHICH SUCH SHAREHOLDER IS ENTITLED.
UPON SURRENDER OF
CERTIFICATES FOR SHARES OF PRFS COMMON STOCK IN EXCHANGE FOR CERTIFICATES FOR
CMTY COMMON STOCK, CMTY ALSO SHALL PAY ANY DIVIDENDS TO WHICH SUCH HOLDER OF
PRFS COMMON STOCK MAY BE ENTITLED AS A RESULT OF THE DECLARATION OF A