UPON SURRENDER AND DELIVERY TO IWEST OF ANY
CERTIFICATES BY MEANS OF A LETTER OF TRANSMITTAL, UPON OR AFTER THE CLOSING,
EACH HOLDER OF CONVERTED SHARES SHALL BE ENTITLED TO RECEIVE, AND IWEST SHALL
THEREUPON DELIVER TO IREIC OR THE AGENT, FOR THE BENEFIT OF THE STOCKHOLDER, IN
EXCHANGE THEREFOR (I) CERTIFICATES REPRESENTING FIFTY-FIVE PERCENT (55%) OF THE
TOTAL NUMBER OF IWEST SHARES WHICH SUCH HOLDER HAS THE RIGHT TO RECEIVE PURSUANT
TO SECTION 2.2 (ROUNDED UP TO THE NEAREST WHOLE SHARE) TO BE DEPOSITED INTO THE
ESCROW FUND (THE "ESCROWED SHARES") AND (II) A NUMBER OF IWEST SHARES EQUAL TO
FORTY-FIVE PERCENT (45%) OF THE TOTAL NUMBER OF IWEST SHARES WHICH SUCH HOLDER
HAS THE RIGHT TO
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RECEIVE PURSUANT TO SECTION 2.2 (ROUNDED DOWN TO THE NEAREST WHOLE SHARE).
ANY
CERTIFICATES SO SURRENDERED SHALL FORTHWITH BE CANCELED.
(C)
TRANSFER OF IWEST SHARES.
IF IWEST SHARES ARE TO BE ISSUED TO ANY PERSON
OTHER THAN THE PERSON IN WHOSE NAME A CERTIFICATE SURRENDERED IN EXCHANGE
THEREFOR IS REGISTERED, IT SHALL BE A CONDITION TO SUCH EXCHANGE THAT THE
CERTIFICATE SO SURRENDERED SHALL BE PROPERLY ENDORSED OR OTHERWISE BE IN PROPER
FORM FOR TRANSFER AND THAT ANY APPLICABLE TRANSFER TAXES HAVE BEEN PAID BY THE
HOLDER OF THE CERTIFICATE.
(D)
NO FURTHER TRANSFER OF CONVERTED SHARES.
SUBSEQUENT TO THE APPLICABLE
EFFECTIVE TIME, THERE SHALL BE NO FURTHER TRANSFER OF CERTIFICATES ON THE
RECORDS OF THE APPLICABLE SERVICE PROVIDERS, AND IF CERTIFICATES ARE PRESENTED
TO SUCH SERVICE PROVIDERS FOR TRANSFER, THEY SHALL BE CANCELED AGAINST DELIVERY
OF IWEST SHARES AS PROVIDED FOR HEREIN, SUBJECT TO THE PROVISIONS OF THIS
SECTION 2.5 AND SECTION 2.2 HEREOF.
UNTIL SURRENDERED AS CONTEMPLATED BY
SECTION 2.5(B), EACH CERTIFICATE SHALL BE DEEMED AT ANY TIME AFTER THE
APPLICABLE EFFECTIVE TIME TO REPRESENT ONLY THE RIGHT TO RECEIVE UPON SUCH
SURRENDER IWEST SHARES AS PROVIDED FOR HEREIN, AND NOT ANY EQUITY INTEREST IN,
OR RIGHT TO ANY DIVIDENDS OR OTHER DISTRIBUTIONS FROM, THE APPLICABLE SERVICE
PROVIDER.
(E)
NO FURTHER RIGHTS IN CONVERTED SHARES.
THE IWEST SHARES PAID UPON THE
SURRENDER AND DELIVERY OF THE DOCUMENTATION DESCRIBED IN SECTION 2.5(B) HEREOF
SHALL BE DEEMED TO BE FULL SATISFACTION OF ALL RIGHTS PERTAINING TO THE
CONVERTED SHARES REPRESENTED THEREBY.
(F)
CONTRIBUTION OF ADDITIONAL SHARES.
IF, FOR ANY REASON, THE AGGREGATE
NUMBER OF IWEST SHARES DEPOSITED INTO THE ESCROW FUND IN CONNECTION WITH THE
CLOSING IS LESS THAN FIFTY-FIVE PERCENT (55%) MULTIPLIED BY THE TOTAL NUMBER OF
IWEST SHARES ISSUED BY IWEST AT THE EFFECTIVE TIME PURSUANT TO THE MERGERS,
IREIC AND/OR THE AGENT, ON BEHALF OF ONE OR MORE OF THE PRINCIPAL STOCKHOLDERS,
SHALL DEPOSIT WITHIN FIVE (5) BUSINESS DAYS OF THE EFFECTIVE TIME INTO THE
ESCROW FUND A CERTIFICATE OR CERTIFICATES REPRESENTING AN ADDITIONAL NUMBER OF
IWEST SHARES, SUCH THAT FIFTY-FIVE PERCENT (55%) OF THE AGGREGATE NUMBER OF
IWEST SHARES WHICH IREIC AND THE STOCKHOLDERS HAVE THE RIGHT TO RECEIVE PURSUANT
TO THE MERGERS SHALL HAVE BEEN DEPOSITED INTO THE ESCROW FUND, ROUNDED UP TO THE
NEAREST