Common use of Exchange and Payment Procedures Clause in Contracts

Exchange and Payment Procedures. As soon as practicable after the Election Deadline, Parent shall cause the Exchange Agent to mail to each record holder of Shares who did not submit a Form of Election or who did not submit a Certificate or Certificates to the Exchange Agent with such holder's properly submitted Form of Election: (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon actual delivery of the Certificates to the Exchange Agent) and (ii) instructions for effecting the surrender of the Certificates and receiving the Merger Consideration to which such holder shall be entitled therefor pursuant to this Article IV. Upon surrender of a Certificate (or affidavits of loss in lieu thereof) to the Exchange Agent for cancellation, together with a duly executed letter of transmittal or Form of Election, as the case may be, and such other documents as the Exchange Agent may require, the holder of such Certificate shall be entitled to receive in exchange therefor (i) a certificate representing that number of shares of Parent Common Stock into which the Shares previously represented by such Certificate are converted in accordance with this Article IV, (ii) the cash to which such holder is entitled in accordance with this Article IV, (iii) cash in lieu of fractional shares, if any, which such holder has the right to receive pursuant to Section 4.2(f) and (iv) any dividends or other distributions pursuant to Section 4.2(d). In the event the Merger Consideration and cash in lieu of fractional shares, if any, which such holder has the right to receive pursuant to Section 4.2(f), and any dividend or other distributions pursuant to Section 4.2(d), is to be delivered to any person who is not the person in whose name the Certificate surrendered in exchange therefor is registered in the transfer records of the Company, the Merger Consideration, and cash in lieu of fractional shares which such holder has the right to receive pursuant to Section 4.2(f), and any dividends or other distributions pursuant to Section 4.2(d) may be delivered to a transferee if the Certificate is presented to the Exchange Agent, accompanied by all documents required to evidence and effect such transfer and by evidence satisfactory to the Exchange Agent that any applicable stock transfer taxes have been paid or are not payable.

Exchange and Payment Procedures. As soon as practicable after the Election DeadlineEffective Time, Parent shall cause the Exchange Paying Agent to mail to each record holder of Shares who did not submit a Form record as of Election or who did not submit the Effective Time of a Certificate or Certificates that have been converted pursuant to the Exchange Agent with such holder's properly submitted Form of ElectionSection 2.1: (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon actual delivery of the Certificates to the Exchange Paying Agent) and (ii) instructions for effecting the surrender of the Certificates and receiving the Merger Consideration (as defined below) to which such holder shall be entitled therefor pursuant to this Article IVSection 2.1. Upon surrender of a Certificate (or affidavits of loss in lieu thereof) to the Exchange Paying Agent for cancellation, together with a duly executed letter of transmittal or Form of Election, as the case may be, and such other documents as the Exchange Paying Agent may require, the holder of such Certificate shall be entitled to receive in exchange therefor (i) a certificate representing that number of shares of Parent Common Stock (the "Parent Shares") into which the Shares shares of Company Common Stock previously represented by such Certificate are converted in accordance with this Article IVSection 2.1(c), (ii) the cash to which such holder is entitled in accordance with this Article IVSection 2.1(c), and (iii) the cash in lieu of fractional shares, if any, Parent Shares to which such holder has the right to receive pursuant to Section 4.2(f2.2(d) (the shares of Parent Common Stock and cash described in clauses (i), (ii) and (iviii) any dividends or other distributions pursuant above being referred to Section 4.2(dcollectively as the "Merger Consideration"). In the event the Merger Consideration and cash in lieu of fractional shares, if any, which such holder has the right to receive pursuant to Section 4.2(f), and any dividend or other distributions pursuant to Section 4.2(d), is to be delivered to any person who is not the person in whose name the Certificate surrendered in exchange therefor is registered in the transfer records of the Company, the Merger Consideration, and cash in lieu of fractional shares which such holder has the right to receive pursuant to Section 4.2(f), and any dividends or other distributions pursuant to Section 4.2(d) Consideration may be delivered to a transferee if the Certificate is presented to the Exchange Paying Agent, accompanied by all documents required to evidence and effect such transfer and by evidence satisfactory to the Exchange Paying Agent that any applicable stock transfer taxes have been paid. Until surrendered as contemplated by this Section 2.2, each Certificate (other than a certificate representing shares of Company Common Stock to be canceled in accordance with Section 2.1(b)) shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration contemplated by this Section 2.2. No interest will be paid or are not payablewill accrue on any cash payable to holders of Certificates pursuant to provisions of this Article II.

Exchange and Payment Procedures. As soon as practicable after the Effective Time or, if Tribune determines appropriate, together with or as part of the Election DeadlineForm, Parent Tribune shall cause the Exchange Paying Agent to mail to each record holder of record as of the Effective Time of a Company Common Certificate representing Company Common Shares who did not submit a Form of Election or who did not submit a Certificate or Certificates that have been converted pursuant to the Exchange Agent with such holder's properly submitted Form of ElectionSection 3.1: (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Company Common Certificates shall pass, only upon actual delivery of the Company Common Certificates to the Exchange Paying Agent) and (ii) instructions for effecting the surrender of the Company Common Certificates and receiving the Common Merger Consideration to which such holder shall be entitled therefor pursuant to this Article IVSection 3.1. Upon surrender of a Company Common Certificate (or affidavits of loss in lieu thereof) to the Exchange Paying Agent for cancellation, together with a duly executed letter of transmittal or Form of Election, as the case may be, and such other documents as the Exchange Paying Agent may require, the holder of such Company Common Certificate shall be entitled to receive in exchange therefor therefor, as soon as practicable after the Effective Time, (iA) a certificate representing that number of shares of Parent Tribune Common Stock Shares into which the Company Common Shares previously represented by such Company Common Certificate are have been converted in accordance with this Article IVSection 3.1, (iiB) the cash to which such holder is entitled in accordance with this Article IV, Section 3.1 and (iiiC) the cash in lieu of fractional shares, if any, Tribune Common Shares to which such holder has the right to receive pursuant to Section 4.2(f3.2(d) (the Tribune Common Shares and cash described in clauses (A), (B) and (ivC) any dividends or other distributions pursuant above being referred to Section 4.2(dcollectively as the "COMMON MERGER CONSIDERATION"). In the event the Common Merger Consideration and cash in lieu of fractional shares, if any, which such holder has the right to receive pursuant to Section 4.2(f), and any dividend or other distributions pursuant to Section 4.2(d), is to be delivered to any person Person who is not the person Person in whose name the Company Common Certificate surrendered in exchange therefor is registered in the transfer records of the Company, the Common Merger Consideration, and cash in lieu of fractional shares which such holder has the right to receive pursuant to Section 4.2(f), and any dividends or other distributions pursuant to Section 4.2(d) Consideration may be delivered to a transferee if the Company Common Certificate is presented to the Exchange Paying Agent, accompanied by all documents required to evidence and effect such transfer and by evidence satisfactory to the Exchange Paying Agent that any applicable stock transfer taxes have been paid. Until surrendered as contemplated by this Section 3.2, each Company Common Certificate (other than a Company Common Certificate representing Company Common Shares to be canceled in accordance with Section 3.1(a)) shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Common Merger Consideration contemplated by this Section 3.2. No interest will be paid or are not payablewill accrue on any cash payable to holders of Company Common Certificates pursuant to provisions of this Article III.

Exchange and Payment Procedures. As soon as practicable after the Election DeadlineEffective Time, Parent shall cause Parent's transfer agent and registrar, as paying agent (the Exchange Agent "Paying Agent"), to mail to each record holder of Shares who did not submit record as of the Effective Time of a Form certificate or certificates representing the shares of Election or who did not submit a Certificate or Certificates Company Common Stock ("Company Certificates") that have been converted pursuant to the Exchange Agent with such holder's properly submitted Form of Election: Section 2.1(c): (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Company Certificates shall pass, only upon actual delivery of the Company Certificates to the Exchange AgentPaying Agent and shall be in such form and have such other provisions as Parent may reasonably specify) and (ii) instructions for effecting the surrender of the Company Certificates and receiving the Merger Consideration to which such holder shall be entitled therefor pursuant to this Article IVSection 2.1. Upon surrender of a Company Certificate (or affidavits of loss in lieu thereof) for cancellation to the Exchange Paying Agent for cancellationor to such other agent or agents as may be appointed by Parent, together with a duly executed letter of transmittal or Form of Election, as the case may be, and such other documents as the Exchange Paying Agent may require, the holder of such Company Certificate shall be entitled to receive in exchange therefor (i) a certificate representing that number of shares of Parent Common Stock into which the Shares previously represented by such Certificate are converted in accordance with this Article IV, (ii) the cash Merger Consideration to which such holder is entitled in accordance with this Article IVSection 2.1(c), (iii) cash in lieu and the Company Certificate so surrendered shall forthwith be canceled. If payment of fractional shares, if any, which such holder has the right to receive pursuant to Section 4.2(f) and (iv) any dividends or other distributions pursuant to Section 4.2(d). In the event the Merger Consideration and cash in lieu of fractional shares, if any, which such holder has the right to receive pursuant to Section 4.2(f), and any dividend or other distributions pursuant to Section 4.2(d), is to be delivered made to any person who is not other than the person in whose name the surrendered Company Certificate is registered, it shall be a condition of payment that the Company 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 (as defined in Section 4.8) required by reason of the payment of the Merger Consideration to a person other than the registered holder of the Company Certificate surrendered or shall have established to the satisfaction of Parent that such Tax either has been paid or is not applicable. Until surrendered as contemplated by this Section 2.2, each Company Certificate (other than a certificate representing shares of Company Common Stock to be canceled in exchange therefor is registered in accordance with Section 2.1(b)) shall be deemed at any time after the transfer records of the Company, the Merger Consideration, and cash in lieu of fractional shares which such holder has Effective Time to represent only the right to receive upon such surrender the Merger Consideration contemplated by Section 2.1. No interest will be paid or will accrue on any cash payable to holders of Company Certificates pursuant to Section 4.2(f), and any dividends or other distributions pursuant to Section 4.2(d) may be delivered to a transferee if the Certificate is presented to the Exchange Agent, accompanied by all documents required to evidence and effect such transfer and by evidence satisfactory to the Exchange Agent that any applicable stock transfer taxes have been paid or are not payableprovisions of this Article II.

Exchange and Payment Procedures. As soon as practicable after the Election DeadlineEffective Time, Parent shall cause the Exchange Paying Agent to mail to each record holder of Shares who did not submit a Form record as of Election or who did not submit the Effective Time of a Certificate or Certificates that have been converted pursuant to the Exchange Agent with such holder's properly submitted Form of ElectionSection 2.1: (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon actual delivery of the Certificates to the Exchange Paying Agent) and (ii) instructions for effecting the surrender of the Certificates and receiving the Merger Consideration to which such holder shall be entitled therefor pursuant to this Article IVSection 2.1. Upon surrender of a Certificate (or affidavits of loss in lieu thereof) to the Exchange Paying Agent for cancellation, together with a duly executed letter of transmittal or Form of Election, as the case may be, and such other documents as the Exchange Paying Agent may require, the holder of such Certificate shall be entitled to receive in exchange therefor (i) a certificate representing that number of shares of Parent Common Stock into which the Shares previously represented by such Certificate are converted in accordance with this Article IV, (ii) the cash to which such holder is entitled in accordance with this Article IV, (iii) cash in lieu of fractional shares, if any, which such holder has the right to receive pursuant to Section 4.2(f) and (iv) any dividends or other distributions pursuant to Section 4.2(d)Merger Consideration. In the event the Merger Consideration and cash in lieu of fractional shares, if any, which such holder has the right to receive pursuant to Section 4.2(f), and any dividend or other distributions pursuant to Section 4.2(d), is to be delivered to any person who is not the person in whose name the Certificate surrendered in exchange therefor is registered in the transfer records of the Company, the Merger Consideration, and cash in lieu of fractional shares which such holder has the right to receive pursuant to Section 4.2(f), and any dividends or other distributions pursuant to Section 4.2(d) Consideration may be delivered to a transferee if the Certificate is presented to the Exchange Paying Agent, accompanied by all documents required to evidence and effect such transfer and by evidence satisfactory to the Exchange Paying Agent that any applicable stock transfer taxes have been paid. Until surrendered as contemplated by this Section 2.2, each Certificate (other than a certificate representing Company Common Shares to be canceled in accordance with Section 2.1(b)) shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration contemplated by this Section 2.2. No interest will be paid or are not payablewill accrue on any cash payable to holders of Certificates pursuant to the provisions of this Article II.

Exchange and Payment Procedures. As soon as practicable after the Election DeadlineEffective Time, Parent shall cause the Exchange Paying Agent to mail to each record holder of Shares who did not submit record, as of the Effective Time, of a Form certificate representing shares of Election or who did not submit Company Common Stock (a Certificate or Certificates "Certificate") that has been converted pursuant to the Exchange Agent with such holder's properly submitted Form of ElectionSection 2.1: (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, pass only upon actual delivery of the Certificates to the Exchange Paying Agent) and (ii) instructions for effecting the surrender of the Certificates and receiving the Merger Consideration to which such holder shall be entitled therefor pursuant to this Article IVSection 2.1(c). Upon surrender of a Certificate (or affidavits of loss in lieu thereof) to the Exchange Paying Agent for cancellation, together with a duly executed letter of transmittal or Form of Election, as the case may be, and such other documents as the Exchange Paying Agent may require, the holder of such Certificate shall be entitled to receive in exchange therefor (i) a certificate representing that number of shares of Parent Common Stock into which the Shares previously represented by such Certificate are converted in accordance with this Article IV, (ii) the cash to which such holder is entitled in accordance with this Article IV, (iii) cash in lieu of fractional shares, if any, which such holder has the right to receive pursuant to Section 4.2(f) and (iv) any dividends or other distributions pursuant to Section 4.2(d)Merger Consideration. In the event the Merger Consideration and cash in lieu of fractional shares, if any, which such holder has the right to receive pursuant to Section 4.2(f), and any dividend or other distributions pursuant to Section 4.2(d), is to be delivered to any person who is not the person in whose name the Certificate surrendered in exchange therefor is registered in the transfer records of the Company, the Merger Consideration, and cash in lieu of fractional shares which such holder has the right to receive pursuant to Section 4.2(f), and any dividends or other distributions pursuant to Section 4.2(d) Consideration may be delivered to a transferee if the Certificate is presented to the Exchange Paying Agent, accompanied by all documents required to evidence and effect such transfer and by evidence satisfactory to the Exchange Paying Agent that any applicable stock transfer taxes have been paid. Until surrendered as contemplated by this Section 2.2, each Certificate (other than a certificate representing (i) shares of Company Common Stock to be cancelled in accordance with Section 2.1(b) or (ii) Dissenting Shares) shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration. No interest will be paid or are not payablewill accrue on any cash payable to holders of Certificates pursuant to provisions of this Article II. In the event any Certificate has been lost, stolen or destroyed, the Paying Agent shall issue in exchange for such lost, stolen or destroyed Certificate upon the making of an affidavit of that fact by the holder thereof the Merger Consideration payable with respect thereto pursuant to Section 2.1(c), provided, however, that Parent may, in its discretion and as a condition precedent to the issuance thereof, require the owner of such lost, stolen or destroyed Certificate to deliver a bond in such sum as it may reasonably direct as indemnity against any claim that may be made against Parent or the Paying Agent with respect to the Certificate alleged to have been lost, stolen or destroyed.

Exchange and Payment Procedures. (a) Prior to the Effective Time, the Company shall appoint an institutional agent reasonably acceptable to Discovery (the “Paying Agent”) for the purpose of making payments pursuant to this Section 2.11 upon valid surrender of Company Certificates. (b) As soon promptly as practicable after the Election Deadlinedate hereof, Parent but in any event by October 31, 2007, the Paying Agent, as instructed by the Company, or the Company shall cause the Exchange Agent to mail to each record holder of Shares who did not submit record of Company Stock on the applicable record date the notices required in connection with having obtained the Requisite Consent of Stockholders approving the Merger by Section 228(e) of the DGCL, including an information statement (the “Information Statement”) describing in reasonable detail the Merger and this Agreement, containing a Form notice to Company Stockholders of Election or who did not submit a Certificate or Certificates their appraisal rights under Section 262 of the DGCL, and soliciting further consents of the Company Stockholders to the Exchange Agent adoption of this Agreement and approval of the Merger and consents of the holders of Series B Preferred Stock to the conversion of Series B Preferred Stock into Common Stock in accordance with the terms of such holder's properly submitted Form Preferred Stock, in addition to the consents previously obtained. (c) As promptly as practicable after the Effective Time, the Paying Agent, as instructed by the Company, or the Company shall mail to each holder of Election: record of Company Stock on the applicable record date: (i) a letter of transmittal (the “Letter of Transmittal”) to the Paying Agent, which shall will be in such form as the Company and Discovery agree prior to Closing; provided that, such Letter of Transmittal will specify that delivery shall will be effected, and risk of loss and title to shares of the Certificates shall Company Stock will pass, only upon actual delivery of the Company Certificates (or an affidavit of lost instrument in customary form with respect to the Exchange Agentsuch Company Certificates) and will include representations and warranties from the holders of Common Stock with respect to ownership and title to their respective Common Stock without Encumbrances; and (ii) instructions for use in effecting the surrender of the Company Certificates and receiving in exchange for a portion of the Closing Aggregate Merger Consideration with respect to which the shares of Company Stock formerly represented thereby. (d) As promptly as practicable after the date hereof, the Company shall mail to each holder of Series A Preferred Stock and Series B Preferred Stock notice of the proposed Merger and notice of the anticipated conversion of Series A Preferred Stock and Series B Preferred Stock into Common Stock in accordance with the terms of such holder shall be entitled therefor pursuant to this Article IV. Preferred Stock. (e) Upon surrender of a Company Certificate (or affidavits of loss in lieu thereof) for cancellation to the Exchange Agent for cancellationPaying Agent, together with a the Letter of Transmittal, duly executed letter executed, and such other documents as Discovery or the Paying Agent reasonably requests, the holder of transmittal such Company Certificate will be entitled to receive, in exchange therefor the Closing Cash Common Per Share Merger Consideration or Form the Closing Other Common Per Share Merger Consideration, as the case may be (subject to Section 2.11(f), and to adjustment as set forth in Section 2.12) for each share of ElectionCommon Stock evidenced by such Company Certificate, including, when and as paid, its Pro Rata Percentage of the HSW Escrow Fund, the GeoNova Escrow Fund, the Intercompany Escrow Fund and the HSW Stockholders’ Representative Escrow Fund. The Company Certificate so surrendered in accordance with this Section 2.11(e) will be cancelled. Except in the case of the shares of Common Stock of the Company held by Convex, which will convert into 368 shares of common stock of the Surviving Corporation, until surrendered as contemplated by this Section 2.11, each Company Certificate will be deemed at any time after the Effective Time to represent only the right to receive the Cash Common Per Share Merger Consideration or the Other Common Per Share Merger Consideration, as the case may be, with respect to the shares of Common Stock formerly represented thereby. (f) Notwithstanding anything to the contrary set forth herein, (i) payment of the Per Share Merger Consideration to each holder of Common Stock will be reduced by such holder’s Pro Rata Percentage of the Holdback Amount, the GeoNova Holdback Amount, the Intercompany Holdback Amount and the HSW Stockholders’ Representative Escrow Amount and (ii) the Paying Agent shall retain, and promptly remit to an account designated in writing by the HSW Stockholders’ Representative, out of the aggregate Other Common Per Share Merger Consideration payable to each Other Stockholder and the aggregate Option Cash-Out Amount payable to each Accredited Optionholder (in each case after application of clause (i) above) each such holder’s MTG Pro Rata Percentage of an aggregate amount equal to 63.27% of the Mobil Travel Guide Valuation Amount; it being understood and agreed that (x) proceeds retained pursuant to this clause (ii) shall be used by the HSW Stockholders’ Representative to fund, on behalf of the Other Stockholders and the Accredited Optionholders, the acquisition of 63.27% of the equity securities of MTG Co., as provided in Section 5.10, and (y) such retained proceeds shall be treated for all purposes of this Agreement as having been distributed to the Other Stockholders and the Accredited Optionholders and then used by the Other Stockholders and the Accredited Optionholders to consummate the acquisition of 63.27% of the equity securities of MTG Co. (g) If any portion of the Closing Aggregate Merger Consideration is to be paid to a Person other documents than the holder of record of Common Stock, it will be a condition to such payment that the Company Certificate(s) so surrendered will be properly endorsed or otherwise be in proper form for transfer (with the signature or signatures thereof guaranteed to the extent required by the Letter of Transmittal) and that the Person requesting such payment will pay to the Paying Agent any taxes required as a result of such payment to a Person other than the Exchange registered holder of such Company Certificate(s) or establish to the satisfaction of the Paying Agent that such tax has been paid or is not payable. (h) Except in the case of the shares of Common Stock of the Company held by Convex, which will convert into 368 shares of common stock of the Surviving Corporation, at or after the Effective Time, there will be no transfers on the stock transfer books of the Surviving Corporation of the shares of Common Stock that were outstanding immediately before the Effective Time. If, after the Effective Time, Company Certificates are presented to the Surviving Corporation, they will be cancelled and exchanged in accordance with the procedures set forth in this Article II without interest. (i) At any time following six months after the Effective Time, Discovery shall be entitled to require the Paying Agent to deliver to it any funds (including any interest received with respect thereto) which had been made available to the Paying Agent and which have not been disbursed to holders of Company Certificates, and thereafter such holders shall be entitled to look to Discovery (subject to abandoned property, escheat or other similar laws) only as general creditors thereof with respect to any Per Share Merger Consideration payable upon due surrender of their Certificates, without any interest thereon. Notwithstanding the foregoing, neither Discovery, the Company, the Surviving Corporation, the Paying Agent nor any other Person shall be liable to any holder of a Company Certificate for Per Share Merger Consideration delivered to a public official pursuant to any applicable abandoned property, escheat or similar law. If any Company Certificate (or affidavit delivered pursuant to Section 2.11(j) below) shall not have been surrendered prior to the second anniversary of the Effective Time (or immediately prior to such earlier date on which any cash in respect of such Company Certificate would otherwise escheat to or become the property of any Governmental Body), any such cash in respect of such Certificate shall, to the extent permitted by applicable law, become the property of Discovery, free and clear of all claims or interest of any Person previously entitled thereto. (j) If any Company Certificate is lost, stolen, damaged or destroyed, upon the making of an affidavit of that fact by the Person claiming such Company Certificate to be lost, stolen, damaged or destroyed and, if required by Discovery, such Person executing an agreement in customary form and reasonably satisfactory to Discovery indemnifying Discovery against any claim that may requirebe made against it with respect to such Company Certificate, the Paying Agent will deliver in exchange for such lost, stolen, damaged or destroyed Company Certificate a share of the Closing Aggregate Merger Consideration, as provided in this Section 2.11, deliverable in respect thereof pursuant to this Agreement, and shall thereafter make all payments due hereunder with respect to the Company Stock represented thereby. (k) Effective as of the Effective Time, each Company Option then outstanding (each, an “Outstanding Company Option”) shall be converted into the right to receive in respect of each share of Common Stock subject to such Company Option a payment in cash (the “Option Cash-Out Amount”) equal to the excess, if any, of (i) the Other Common Per Share Merger Consideration over (ii) the exercise price per share applicable in respect of such Company Option (the “Per Share Exercise Price”). The Option Cash-Out Amount shall be paid, without interest, to each holder of an Outstanding Company Option in installments as specified in this Section 2.11(k). Except as specified below with respect to Unvested Company Options, at each time that any payment is made in accordance with this Agreement to the Other Stockholders in respect of their shares of Common Stock, the holder of an Outstanding Company Option shall receive payment of an amount equal to the amount that would have been paid to such Certificate shall be entitled to receive holder in exchange therefor (i) a certificate representing that respect of the number of shares of Parent Common Stock into which subject to such Company Option (the Shares previously represented “Closing Vested Option Shares”) had such Outstanding Company Option been exercised immediately prior to the Effective Time; provided, however, that (x) if the Closing Other Common Per Share Merger Consideration is equal to or exceeds the Per Share Exercise Price in respect of a Closing Vested Option Share, the amount payable to any such holder in respect of any Closing Vested Option Share shall be reduced, at the time that the Closing Other Common Per Share Merger Consideration is payable to the Other Stockholders, by the Per Share Exercise Price corresponding thereto and (y) if the Closing Other Common Per Share Merger Consideration, as the case may be, is less than the Per Share Exercise Price in respect of a Closing Vested Option Share, the amount payable to any such Certificate are converted holder in respect of any Closing Vested Option Share shall be reduced by the amount of the Closing Other Common Per Share Merger Consideration and shall be further reduced (but not below zero) by the amount of any subsequent payments of the Other Common Per Share Merger Consideration until the aggregate amount of all reductions in accordance with this Article IVproviso from all such payments equals the Per Share Exercise Price corresponding thereto. No payment shall be made to a holder of an Unvested Company Option until the date, if any, that the conditions for such Unvested Company Option (or the applicable portion thereof) to become exercisable under the terms of the Company Incentive Compensation Plan and the stock option agreement governing such Company Option have been satisfied (the “Applicable Vesting Date”). As soon as practicable (but not later than 30 days) following any Applicable Vesting Date, the Company shall pay the holder thereof, in respect of the number of shares of Common Stock as to which such Unvested Company Option would have first become exercisable as of such Applicable Vesting Date (the “Subsequently Vested Option Shares”), an amount in cash equal to the excess of (i) the sum of all amounts paid per share to the Other Stockholders in respect of the Final Merger Consideration on or prior to such Applicable Vesting Date (the “Catch-Up Amount”) over (ii) the Per Share Exercise Price with respect to the Subsequently Vested Option Shares. Thereafter, the Company shall pay the holder of any Unvested Company Option in respect of any Subsequently Vested Option Shares additional cash to which such holder payments, without interest, at each time that any additional payment is entitled made in accordance with this Article IVAgreement to the Other Stockholders in respect of their shares of Common Stock, (iii) cash in lieu of fractional shares, if any, which the same amount as would have been paid to such holder has had the right to receive pursuant to Section 4.2(f) and (iv) any dividends or other distributions pursuant to Section 4.2(d)Subsequently Vested Option Shares been outstanding at the Effective Time. In the event that any Unvested Company Option (or any portion thereof) is forfeited after the Merger Consideration Effective Time because it is reasonably determined that the conditions for the number of shares of Common Stock corresponding to such Unvested Company Options (or any applicable portion thereof) to have become exercisable under the terms of the Company Incentive Compensation Plan and cash the stock option agreement governing such Company Option cannot be satisfied, any Catch-Up Amount (the “Forfeited Amount”) that would have been payable in lieu respect of fractional shares, if any, such number of shares of Common Stock (the “Forfeited Shares”) had such conditions been satisfied shall be added to the aggregate amount to be distributed to Former Company Stockholders and in respect of Closing Vested Option Shares and Subsequently Vested Option Shares at the next time at which such holder has the right to receive pursuant to Section 4.2(f), and any dividend or other distributions pursuant to Section 4.2(d), distribution is to be delivered made to Former Company Stockholders that is at least 60 days (or such greater or fewer number of days as Discovery and the HSW Stockholders’ Representative shall agree in writing) after the date such Unvested Company Option is forfeited. In determining the amount to be payable to any person who is not such Former Company Stockholders or in respect of any Closing Vested Option Shares and Subsequently Vested Option Shares following any forfeitures in respect of Unvested Company Options, the person Pro Rata Percentage of each Former Company Stockholder and each holder of Company Options shall be recalculated, giving effect to such forfeitures. The portion of the Forfeited Amount equal to the aggregate Pro Rata Percentage of the Unvested Company Options as to which no Applicable Vesting Date has occurred shall be reserved for distribution to the holders of such Unvested Company Options in whose name accordance with this Section 2.11(k) or, to the Certificate surrendered extent that any such amounts shall become Forfeited Amounts, to Former Company Stockholders and Optionholders in exchange therefor is registered accordance with this Section 2.11(k). Notwithstanding anything herein to the contrary, any and all amounts payable in respect of any Company Option in accordance with this Section 2.11(k) shall be reduced, at the time or times and in the transfer records of the Companyamounts determined in accordance with applicable law, the Merger Considerationby any and all applicable Federal, state and cash in lieu of fractional shares which such holder has the right to receive pursuant to Section 4.2(f)local income, and any dividends or other distributions pursuant to Section 4.2(d) may be delivered to a transferee if the Certificate is presented to the Exchange Agent, accompanied by all documents excise and/or employment taxes required to evidence and effect such transfer and by evidence satisfactory to the Exchange Agent that any applicable stock transfer taxes have been paid or are not payablebe withheld in respect thereof.

Exchange and Payment Procedures. As soon as reasonably practicable after the Election DeadlineEffective Time, Parent shall cause the Exchange Agent to shall mail to each record holder of Shares who did not submit a Form record of Election or who did not submit a Certificate or Certificates that were converted into the right to the Exchange Agent with such holder's properly submitted Form receive shares of Election: Parent Common Stock and cash pursuant to Sections 1.6(b) and 1.9, (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon actual proper delivery of the Certificates to the Exchange Agent, and which shall be in such form and have such other provisions as Parent may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for shares of Parent Common Stock and receiving the Merger Consideration to which such holder shall be entitled therefor pursuant to this Article IVcash. Upon surrender of a Certificate (or affidavits of loss in lieu thereof) for cancellation to the Exchange Agent for cancellation, together with a such letter of transmittal, duly executed letter of transmittal or Form of Election, as and completed in accordance with the case may beinstructions thereto, and such other documents as may reasonably be required by the Exchange Agent may requireAgent, the holder of such Certificate shall be entitled to receive in exchange therefor (i) a certificate representing that number of whole shares of Parent Common Stock into which the Shares previously represented by such Certificate are converted in accordance with this Article IV, (ii) the and cash to which such holder is entitled in accordance with this Article IV, (iii) cash in lieu of fractional shares, if any, which such holder has the right to receive pursuant to Section 4.2(f) the provisions of Article I and (iv) any dividends or other distributions pursuant to Section 4.2(d)this Article II and the Certificate so surrendered shall forthwith be canceled. In the event the Merger Consideration and cash in lieu of fractional shares, if any, which such holder has the right to receive pursuant to Section 4.2(f), and any dividend or other distributions pursuant to Section 4.2(d), is to be delivered to any person who a transfer of ownership of Company Common Stock that is not the person in whose name the Certificate surrendered in exchange therefor is registered in the transfer records of the Company, a certificate representing the Merger Considerationproper number of shares of Parent Common Stock may be issued, and cash in lieu of fractional shares which such holder has the right to receive cash, if any, pursuant to Section 4.2(f), Sections 1.6(b) and any dividends or other distributions pursuant to Section 4.2(d) 1.9 may be delivered paid, to a transferee person other than the person in whose name the Certificate so surrendered is registered if the Certificate representing such Company Common Stock is presented to the Exchange Agent, accompanied by all documents required to evidence and effect such transfer and by evidence satisfactory to the Exchange Agent that any applicable stock transfer taxes have been paid or are not payable.paid. Until surrendered as contemplated by this Article II, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon surrender the certificate representing shares of Parent Common Stock and cash as contemplated by Article I.

Exchange and Payment Procedures. As soon as practicable after the Election DeadlineEffective Time, Parent shall cause the Exchange Paying Agent to mail to each record holder of Shares who did not submit record as of the Effective Time of a Form certificate or certificates representing shares of Election or who did not submit a Certificate or Certificates Company Common Stock (the "Certificates") that have been converted pursuant to the Exchange Agent with such holder's properly submitted Form of ElectionSection 2.01: (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon actual delivery of the Certificates to the Exchange Paying Agent) and (ii) instructions for effecting the surrender of the Certificates and receiving the Merger Consideration to which such holder shall be entitled therefor pursuant to this Article IVSection 2.01. Upon surrender of a Certificate (or affidavits of loss in lieu thereof) to the Exchange Paying Agent for cancellation, together with a duly executed letter of transmittal or Form of Election, as the case may be, and such other documents as the Exchange Paying Agent may require, the holder of such Certificate shall be entitled to receive in exchange therefor (i) a certificate representing that number of shares of Parent Common Stock (the "Parent Shares") into which the Shares shares of Company Common Stock previously represented by such Certificate are converted in accordance with this Article IVSection 2.01(c), (ii) the cash to which such holder is entitled in accordance with this Article IVSection 2.01(c), and (iii) the cash in lieu of fractional shares, if any, Parent Shares to which such holder has the right to receive pursuant to Section 4.2(f2.02(d) (the shares of Parent Common Stock and cash described in clauses (i), (ii) and (iviii) any dividends or other distributions pursuant above being referred to Section 4.2(dcollectively as the "Merger Consideration"). In the event the Merger Consideration and cash in lieu of fractional shares, if any, which such holder has the right to receive pursuant to Section 4.2(f), and any dividend or other distributions pursuant to Section 4.2(d), is to be delivered to any person who is not the person in whose name the Certificate surrendered in exchange therefor is registered in the transfer records of the Company, the Merger Consideration, and cash in lieu of fractional shares which such holder has the right to receive pursuant to Section 4.2(f), and any dividends or other distributions pursuant to Section 4.2(d) Consideration may be delivered to a transferee if the Certificate is presented to the Exchange Paying Agent, accompanied by all documents required to evidence and effect such transfer and by evidence satisfactory to the Exchange Paying Agent that any applicable stock transfer taxes have been paid. Until surrendered as contemplated by this Section 2.02, each Certificate (other than a certificate representing shares of Company Common Stock to be canceled in accordance with Section 2.01(b)) shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration contemplated by this Section 2.02. No interest will be paid or are not payablewill accrue on any cash payable to holders of Certificates pursuant to provisions of this Article II.

Exchange and Payment Procedures. (a) As soon as reasonably practicable after the Election DeadlineEffective Time, Parent shall cause the Exchange Agent to shall mail to each record holder of Shares who did not submit a Form record of Election or who did not submit a Certificate or Certificates that were converted into the right to the Exchange Agent with such holder's properly submitted Form receive shares of Election: Parent Common Stock and/or cash pursuant to Section 1.7(b), (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon actual proper delivery of the Certificates to the Exchange Agent, and which shall be in such form and have such other provisions as Parent may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates and receiving the Merger Consideration to which such holder shall be entitled therefor pursuant to this Article IVin exchange for shares of Parent Common Stock and/or cash. Upon surrender of a Certificate (or affidavits of loss in lieu thereof) for cancellation to the Exchange Agent for cancellation, together with a such letter of transmittal, duly executed letter of transmittal or Form of Election, as and completed in accordance with the case may beinstructions thereto, and such other documents as may reasonably be required by the Exchange Agent may requireAgent, the holder of such Certificate shall be entitled to receive in exchange therefor (i) a certificate representing that number of whole shares of Parent Common Stock into which the Shares previously represented by such Certificate are converted in accordance with this Article IV, (ii) the and/or cash to which such holder is entitled in accordance with this Article IV, (iii) cash in lieu of fractional shares, if any, which such holder has the right to receive pursuant to Section 4.2(f) the provisions of Article I and (iv) any dividends or other distributions pursuant to Section 4.2(d)this Article II and the Certificate so surrendered shall forthwith be cancelled. In the event the Merger Consideration and cash in lieu of fractional shares, if any, which such holder has the right to receive pursuant to Section 4.2(f), and any dividend or other distributions pursuant to Section 4.2(d), is to be delivered to any person who a transfer of ownership of Company Common Stock that is not the person in whose name the Certificate surrendered in exchange therefor is registered in the transfer records of the Company, a certificate representing the Merger Consideration, and proper number of shares of Parent Common Stock and/or cash in lieu of fractional shares which such holder has the right to receive pursuant to Section 4.2(f), and any dividends or other distributions pursuant to Section 4.2(d) may be delivered issued to a transferee Person other than the Person in whose name the Certificate so surrendered is registered if the Certificate representing such Company Common Stock is presented to the Exchange Agent, accompanied by all documents required to evidence and effect such transfer and by evidence satisfactory to the Exchange Agent that any applicable stock transfer taxes have been paid. Until surrendered as contemplated by this Article II, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon surrender the certificate representing shares of Parent Common Stock and/or cash as contemplated by this Article II. (b) As soon as reasonably practicable after the Effective Time, but no later than five business days after the Effective Time, the Company, after approval by Parent (which approval shall not be unreasonably withheld or delayed), shall deliver to the Exchange Agent, a list of the holders of the Company Options, their addresses and the amounts to be paid or are not payableto each of them. Promptly after receipt of such list, but no later than three days after receipts of such list, the Exchange Agent shall pay the amounts shown on such schedule.

Exchange and Payment Procedures. As soon as reasonably practicable after the Election DeadlinePublic Company Merger Effective Time, Parent the Paying Agent shall cause the Exchange Agent to mail to each record holder of Shares who did not submit a Form record of Election or who did not submit a Certificate or Certificates to the Exchange Agent with such holder's properly submitted Form of Election: (i) a form of letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates held by such person shall pass, only upon actual proper delivery of the Certificates to the Exchange AgentPaying Agent and shall be in customary form and have such other provisions as the parties may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates and receiving in exchange for the Public Company Merger Consideration to which such holder shall be entitled therefor pursuant to this Article IVConsideration. Upon surrender of a Certificate (or affidavits of loss in lieu thereof) for cancellation to the Exchange Paying Agent for cancellationor to such other agent or agents as may be appointed by the Surviving Corporation, together with a duly executed such letter of transmittal or Form of Electiontransmittal, as the case may beduly completed and validly executed, and such other documents as may reasonably be required by the Exchange Agent may requirePaying Agent, the holder of such Certificate shall be entitled to receive in exchange therefor (i) a certificate representing that number the Public Company Merger Consideration in respect of the shares of Parent Common Stock into which the Shares previously formerly represented by such Certificate are converted in accordance with this Article IV, (ii) the cash to which such holder is entitled in accordance with this Article IV, (iii) cash in lieu of fractional shares, if any, which such holder has the right to receive pursuant to Section 4.2(f) 1.6(c), and (iv) any dividends or other distributions pursuant to Section 4.2(d)the Certificate so surrendered shall forthwith be cancelled. In the event of a transfer of ownership of Common Stock that is not registered in the share transfer books of Genco Holdings, the Public Company Merger Consideration may be paid and cash delivered in lieu of fractional shares, if any, which such holder has the right exchange therefor to receive pursuant to Section 4.2(f), and any dividend or a person other distributions pursuant to Section 4.2(d), is to be delivered to any person who is not than the person in whose name the Certificate so surrendered in exchange therefor is registered if such Certificate shall be properly endorsed or otherwise be in proper form for transfer and the person requesting such Public Company Merger Consideration shall pay any transfer records or other Taxes required by reason of the Company, the Merger Consideration, and cash in lieu of fractional shares which such holder has the right to receive pursuant to Section 4.2(f), and any dividends or other distributions pursuant to Section 4.2(d) may be delivered payment to a transferee if person other than the registered holder of such Certificate is presented or establish to the Exchange Agent, accompanied by all documents required to evidence and effect reasonable satisfaction of the Surviving Corporation that such transfer and by evidence satisfactory to the Exchange Agent that any applicable stock transfer taxes have Tax has been paid or are is not payableapplicable. No interest shall be paid or shall accrue on the Public Company Merger Consideration payable upon surrender of any Certificate.

Exchange and Payment Procedures. As soon as practicable after the Election DeadlineEffective Time, Parent shall cause Parent's transfer agent and registrar as paying agent (the Exchange Agent "Paying Agent") to mail to each record holder of record of a certificate or certificates representing Company Common Shares who did not submit a Form of Election or who did not submit a Certificate or Certificates (the "Certificates") that have been converted pursuant to the Exchange Agent with such holder's properly submitted Form of ElectionSection 2.1: (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon actual delivery of the Certificates to the Exchange Parent's Paying Agent) and (ii) instructions for effecting the surrender of the Certificates and receiving the Merger Consideration to which such holder shall be entitled therefor pursuant to this Article IVConsideration. Upon surrender of a Certificate (or affidavits of loss in lieu thereof) to the Exchange Paying Agent for cancellation, together with a duly executed letter of transmittal or Form of Election, as the case may be, and such other documents as the Exchange Paying Agent may require, the holder of such Certificate shall be entitled to receive in exchange therefor (i) a certificate representing that number of shares of Parent Common Stock into which the Company Common Shares previously represented by such Certificate are converted in accordance with this Article IV, Section 2.1(b) and (ii) the cash to which such holder is entitled in accordance with this Article IV, (iii) cash in lieu of fractional shares, if any, shares of Parent Common Stock to which such holder has the right to receive pursuant to Section 4.2(f2.2(d) (the shares of Parent Common Stock and cash described in clauses (i) and (ivii) any dividends or other distributions pursuant above being referred to Section 4.2(dcollectively as the "Merger Consideration"). In the event the Merger Consideration and cash in lieu of fractional shares, if any, which such holder has the right to receive pursuant to Section 4.2(f), and any dividend or other distributions pursuant to Section 4.2(d), is to be delivered to any person Person who is not the person Person in whose name the Certificate surrendered in exchange therefor is registered in the transfer records of the Company, the Merger Consideration, and cash in lieu of fractional shares which such holder has the right to receive pursuant to Section 4.2(f), and any dividends or other distributions pursuant to Section 4.2(d) Consideration may be delivered to a transferee if the Certificate is presented to the Exchange Paying Agent, accompanied by all documents required to evidence and effect such transfer and by evidence satisfactory to the Exchange Paying Agent that any applicable stock transfer taxes have been paid. Until surrendered as contemplated by this Section 2.2, each Certificate (other than a certificate representing Company Common Shares to be canceled in accordance with Section 2.1(a)) shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration contemplated by this Section 2.2. No interest will be paid or are not payablewill accrue on any cash payable to holders of Certificates pursuant to provisions of this Article II.

Exchange and Payment Procedures. (a) As soon as reasonably practicable after the Election DeadlineEffective Time, Parent shall cause the Exchange Agent to shall mail to each record holder of Shares who did not submit a Form record of Election or who did not submit a Certificate or Certificates that were converted into the right to the Exchange Agent with such holder's properly submitted Form receive shares of Election: Parent Common Stock and/or cash pursuant to Section 1.7(b), (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon actual proper delivery of the Certificates to the Exchange Agent, and which shall be in such form and have such other provisions as Parent may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates and receiving the Merger Consideration to which such holder shall be entitled therefor pursuant to this Article IVin exchange for shares of Parent Common Stock and/or cash. Upon surrender of a Certificate (or affidavits of loss in lieu thereof) for cancellation to the Exchange Agent for cancellation, together with a such letter of transmittal, duly executed letter of transmittal or Form of Election, as and completed in accordance with the case may beinstructions thereto, and such other documents as may reasonably be required by the Exchange Agent may requireAgent, the holder of such Certificate shall be entitled to receive in exchange therefor (i) a certificate representing that number of whole shares of Parent Common Stock into which the Shares previously represented by such Certificate are converted in accordance with this Article IV, (ii) the and/or cash to which such holder is entitled in accordance with this Article IV, (iii) cash in lieu of fractional shares, if any, which such holder has the right to receive pursuant to Section 4.2(f) the provisions of Article I and (iv) any dividends or other distributions pursuant to Section 4.2(d)this Article II and the Certificate so surrendered shall forthwith be canceled. In the event the Merger Consideration and cash in lieu of fractional shares, if any, which such holder has the right to receive pursuant to Section 4.2(f), and any dividend or other distributions pursuant to Section 4.2(d), is to be delivered to any person who a transfer of ownership of Company Common Stock that is not the person in whose name the Certificate surrendered in exchange therefor is registered in the transfer records of the Company, a certificate representing the Merger Consideration, and proper number of shares of Parent Common Stock and/or cash in lieu of fractional shares which such holder has the right to receive pursuant to Section 4.2(f), and any dividends or other distributions pursuant to Section 4.2(d) may be delivered issued to a transferee Person other than the Person in whose name the Certificate so surrendered is registered if the Certificate representing such Company Common Stock is presented to the Exchange Agent, accompanied by all documents required to evidence and effect such transfer and by evidence satisfactory to the Exchange Agent that any applicable stock transfer taxes have been paid. Until surrendered as contemplated by this Article II, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon surrender the certificate representing shares of Parent Common Stock and/or cash as contemplated by this Article II. (b) As soon as reasonably practicable after the Effective Time, but no later than five business days after the Effective Time, the Company, after approval by Parent (which approval shall not be unreasonably withheld or delayed), shall deliver to the Exchange Agent, a list of the holders of the Company Options, their addresses and the amounts to be paid or are not payableto each of them. Promptly after receipt of such list, but no later than three days after receipts of such list, the Exchange Agent shall pay the amounts shown on such schedule.

Exchange and Payment Procedures. As soon as reasonably practicable (but not more than 15 days) after the Election Deadline, Parent shall cause the Exchange Agent to mail to each record holder of record of a Company Common Certificate representing Company Common Shares who did not submit make a Form of valid Election or who did not submit a Certificate or Certificates pursuant to the Exchange Agent with such holder's properly submitted Form of ElectionSECTION 3.1: (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Company Common Certificates shall pass, only upon actual delivery of the Company Common Certificates to the Exchange Agent) and (ii) instructions for effecting the surrender of the Company Common Certificates and receiving the Merger Consideration to which such holder shall be entitled therefor pursuant to this Article IVSECTION 3.1. Upon surrender of a Company Common Certificate (or affidavits of loss in lieu thereof) to the Exchange Agent for cancellation, together with a duly executed letter of transmittal or Form of Election, as the case may be, and such other documents as the Exchange Agent may reasonably require, the holder of such Company Common Certificate shall be entitled to receive in exchange therefor (iA) a certificate representing that number of shares of whole Parent Common Stock Shares into which the Company Common Shares previously represented by such Company Common Certificate are have been converted in accordance with this Article IV, SECTION 3.1(C)(II) or 3.1(C)(III)(A) or (iiB) the cash to which such holder is entitled in accordance with this Article IV, SECTION 3.1(C)(I) and (iiiC) the cash in lieu of fractional shares, if any, Parent Common Shares to which such holder has the right to receive pursuant to Section 4.2(f) SECTION 3.2(D), and (iv) any dividends or other distributions pursuant to Section 4.2(d)the Company Common Certificate so surrendered shall be canceled. In the event the Merger Consideration and cash in lieu of fractional shares, if any, which such holder has the right to receive pursuant to Section 4.2(f), and any dividend or other distributions pursuant to Section 4.2(d), is to be delivered to any person who is not Person other than the person Person in whose name the Company Common Certificate surrendered in exchange therefor is registered in the transfer records of the Company, the Merger Consideration, and cash in lieu of fractional shares which such holder has the right to receive pursuant to Section 4.2(f), and any dividends or other distributions pursuant to Section 4.2(d) Consideration may be delivered to a transferee if the Company Common Certificate is presented to the Exchange Agent, accompanied by all documents required to evidence and effect such transfer and by evidence satisfactory to the Exchange Agent that any applicable stock transfer taxes have been paid. Until surrendered as contemplated by this SECTION 3.2(B), each Company Common Certificate (other than a Company Common Certificate representing Company Common Shares to be canceled in accordance with SECTION 3.1(B) or Dissenting Shares) shall, at and after the Effective Time, be deemed to represent only the right to receive, upon such surrender, the Merger Consideration contemplated by this SECTION 3.2(B). No interest will be paid or are not payablewill accrue on any cash payable to holders of Company Common Certificates pursuant to the provisions of this ARTICLE III.

Exchange and Payment Procedures. As soon as practicable after the Election DeadlineEffective Time, Parent shall cause the Exchange Paying Agent to mail to each record holder of Shares who did not submit a Form record as of Election or who did not submit the Effective Time of a Certificate or Certificates that have been converted pursuant to the Exchange Agent with such holder's properly submitted Form of ElectionSection 2.1: (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon actual delivery of the Certificates to the Exchange Paying Agent) and (ii) instructions for effecting the surrender of the Certificates and receiving the Merger Consideration (as defined below) to which such holder shall be entitled therefor pursuant to this Article IVSection 2.1. Upon surrender of a Certificate (or affidavits of loss in lieu thereof) to the Exchange Paying Agent for cancellation, together with a duly executed letter of transmittal or Form of Election, as the case may be, and such other documents as the Exchange Paying Agent may require, the holder of such Certificate shall be entitled to receive in exchange therefor (i) a certificate representing that number of shares of Parent Common Stock (the "PARENT SHARES") into which the Shares shares of Company Common Stock previously represented by such Certificate are converted in accordance with this Article IVSection 2.1(c), (ii) the cash to which such holder is entitled in accordance with this Article IVSection 2.1(c), and (iii) the cash in lieu of fractional shares, if any, Parent Shares to which such holder has the right to receive pursuant to Section 4.2(f2.2(d) (the shares of Parent Common Stock and cash described in clauses (i), (ii) and (iviii) any dividends or other distributions pursuant above being referred to Section 4.2(dcollectively as the "MERGER CONSIDERATION"). In the event the Merger Consideration and cash in lieu of fractional shares, if any, which such holder has the right to receive pursuant to Section 4.2(f), and any dividend or other distributions pursuant to Section 4.2(d), is to be delivered to any person who is not the person in whose name the Certificate surrendered in exchange therefor is registered in the transfer records of the Company, the Merger Consideration, and cash in lieu of fractional shares which such holder has the right to receive pursuant to Section 4.2(f), and any dividends or other distributions pursuant to Section 4.2(d) Consideration may be delivered to a transferee if the Certificate is presented to the Exchange Paying Agent, accompanied by all documents required to evidence and effect such transfer and by evidence satisfactory to the Exchange Paying Agent that any applicable stock transfer taxes have been paid. Until surrendered as contemplated by this Section 2.2, each Certificate (other than a certificate representing shares of Company Common Stock to be canceled in accordance with Section 2.1(b)) shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration contemplated by this Section 2.2. No interest will be paid or are not payablewill accrue on any cash payable to holders of Certificates pursuant to provisions of this Article II.

Exchange and Payment Procedures. (i) As soon promptly as practicable after the Election DeadlineEffective Time, Parent but in no event more than three Business Days following the Effective Time, the Surviving Corporation shall cause the Exchange Paying Agent to mail (and to make available for collection by hand) to each record holder of Shares who did not submit a Form record of Election or who did not submit a Certificate or Certificates to the Exchange Agent with such holder's properly submitted Form of Election: Company Common Stock (iA) a letter of transmittal (which shall be in customary form approved by the Company prior to the Effective Time and shall specify that delivery shall be effected, and risk of loss and title to the Certificates or Book-Entry Shares shall pass, only upon actual proper delivery of the Certificates or transfer of the Book-Entry Shares to the Exchange Paying Agent) and (iiB) instructions for effecting the surrender of the Certificates and receiving or transfer of the Book-Entry Shares in exchange for the Merger Consideration to which such holder shall be entitled therefor pursuant to this Article IV. Consideration. (ii) Upon (A) surrender of a Certificate (or affidavits of loss in lieu thereof) to the Exchange Paying Agent of Certificates for cancellation, together with a duly executed such letter of transmittal or Form of Electiontransmittal, as duly completed and validly executed in accordance with the case may beinstructions thereto, and such other documents as may be required pursuant to such instructions or (B) compliance with the Exchange reasonable procedures established by the Paying Agent may requirefor delivery of Book-Entry Shares, the each holder of such Certificate Certificates or Book-Entry Shares shall be entitled to receive in exchange therefor (i) therefor, in cash, the aggregate Merger Consideration in respect thereof in the form of a certificate representing that number check to be mailed within three Business Days of shares receipt by the Paying Agent of Parent Common Stock into which such Certificates or Book-Entry Shares, and the Certificates so surrendered and Book-Entry Shares previously represented by so transferred shall forthwith be canceled. No interest shall be paid or accrued on any amount payable upon due surrender of the Certificates or due transfer of the Book-Entry Shares. The Paying Agent shall accept such Certificate are converted Certificates and Book-Entry Shares upon compliance with such reasonable terms and conditions as the Paying Agent may impose to effect an orderly exchange thereof in accordance with this Article IV, (ii) the cash to which such holder is entitled in accordance with this Article IV, normal exchange practices. (iii) cash in lieu of fractional shares, if any, which such holder has the right to receive pursuant to Section 4.2(f) and (iv) any dividends or other distributions pursuant to Section 4.2(d). In the event the Merger Consideration and cash in lieu of fractional shares, if any, which such holder has the right to receive pursuant to Section 4.2(f), and any dividend or other distributions pursuant to Section 4.2(d), is to be delivered to any person who a transfer of ownership of Company Common Stock that is not the person in whose name the Certificate surrendered in exchange therefor is registered in the transfer records of the Company, payment of the Merger ConsiderationConsideration in respect of the applicable Company Common Stock may be made to a Person other than the Person in whose name the Certificates so surrendered or the Book-Entry Shares so transferred are registered if such Certificates are properly endorsed or otherwise are in proper form for transfer or such Book-Entry Shares are properly transferred and, and cash in lieu of fractional shares which each case, the Person requesting such holder has the right to receive pursuant to Section 4.2(f), and payment pays any dividends transfer or other distributions pursuant to Section 4.2(d) may be delivered to a transferee if taxes required by reason of the Certificate is presented payment of the Merger Consideration in respect thereof or establish to the Exchange Agent, accompanied by all documents required to evidence and effect reasonable satisfaction of the Surviving Corporation that such transfer and by evidence satisfactory to the Exchange Agent that any applicable stock transfer taxes have tax has been paid or are is not payableapplicable.

Exchange and Payment Procedures. As soon as practicable after the Election DeadlineEffective Time, Parent shall cause the Exchange Agent to mail to each record holder of Shares who did not submit record of a Form of Election certificate or who did not submit a Certificate or Certificates certificates (collectively, the “Certificates”) that immediately prior to the Exchange Agent with such holder's properly submitted Form Effective Time represented issued and outstanding shares of Election: Company Common Stock or Company Preferred Stock (collectively, “Company Securities”) whose shares were converted into the right to receive the applicable Merger Consideration pursuant to Section 3.1(b): (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates certificates shall pass, only upon actual delivery of the Certificates certificates to the Exchange AgentAgent (and which shall be in such form as is reasonably satisfactory to the Company) and (ii) instructions for use in effecting the surrender of the Certificates and receiving the Merger Consideration to in exchange for Parent Common Stock (which such holder shall be entitled therefor pursuant to this Article IV. Upon surrender of in uncertificated book-entry form unless a Certificate (or affidavits of loss physical certificate is requested) and any cash in lieu thereof) to of fractional shares of Parent Common Stock. Following the Exchange Agent for cancellation, together with a duly executed letter of transmittal or Form of Election, as the case may be, and such other documents as the Exchange Agent may requireMerger, the holder former holders of such Certificate Company Securities shall be entitled to receive in exchange therefor (i) a book-entry statement reflecting ownership of (or, if requested, a certificate representing representing) that number of whole shares of Parent Common Stock (after taking into account all shares of Company Common Stock and Company Preferred Stock then held by such holder) into which the Shares shares of Company Common Stock or Company Preferred Stock previously represented by such Certificate Certificates are converted in accordance with this Article IVSection 3.1(b), and (ii) the cash to which such holder is entitled in accordance with this Article IV, (iii) cash in lieu of fractional shares, if any, shares of Parent Common Stock which such holder has the right to receive pursuant to Section 4.2(f) and (iv) any dividends or other distributions pursuant to Section 4.2(d3.2(d). In the event that the Merger Consideration and cash in lieu of fractional shares, if any, which such holder has the right to receive pursuant to Section 4.2(f), and any dividend or other distributions pursuant to Section 4.2(d), is to be delivered to any person who is not the person in whose name the Certificate surrendered in exchange therefor is registered in the transfer records of the Company, the Merger Consideration, and cash in lieu of fractional shares which such holder has the right to receive pursuant to Section 4.2(f), and any dividends or other distributions pursuant to Section 4.2(d) Consideration may be delivered to a transferee if the Certificate is presented to the Exchange Agent, accompanied by all documents required to evidence and effect such transfer and by evidence satisfactory to the Exchange Agent that any applicable stock transfer taxes have been paid. Until surrendered as contemplated by this Section 3.2, each Certificate (other than a certificate representing shares of Company Common Stock or Company Preferred Stock to be cancelled in accordance with Section 3.1(a)) shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the applicable Merger Consideration contemplated by this Section 3.2. No interest will be paid or are not payablewill accrue on any cash payable to holders of Certificates pursuant to provisions of this Article III.

Exchange and Payment Procedures. (i) As soon as ------------------------------- reasonably practicable after the Election DeadlineMerger, Parent FirstEnergy shall cause the Exchange Agent to mail to each record holder of Shares who did not submit record as of the Effective Time of one or more GPU Certificates in respect of which the holder failed to return a Form of Election or who did not submit a Certificate or Certificates to the Exchange Agent with such holder's properly submitted completed Form of Election: , (iA) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the GPU Certificates shall pass, only upon actual delivery of the GPU Certificates to the Exchange Agent) and and (iiB) instructions for effecting the surrender of the GPU Certificates and receiving the Merger Aggregate Consideration (as defined below) to which such holder shall be entitled therefor pursuant to this Article IV. Section 2.01. (ii) Upon surrender of a GPU Certificate (or affidavits of loss in lieu thereof) for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by FirstEnergy for cancellationsuch purpose, together with a duly executed such letter of transmittal or Form of Electiontransmittal, as the case may be, and such other documents as the Exchange Agent may requireduly executed, the holder of such GPU Certificate shall be entitled to receive in exchange therefor (ix) a certificate representing that number of shares of Parent FirstEnergy Common Stock ("FirstEnergy ----------- Shares") into which the Shares shares of GPU Common Stock previously ------ represented by such GPU Certificate are converted in accordance with this Article IVSection 2.01, (iiy) the cash to which such holder is entitled in accordance with this Article IVSection 2.01, and (iiiz) the cash in lieu of fractional shares, if any, FirstEnergy Shares which such holder has the right to receive pursuant to Section 4.2(f2.02(e) (the shares of FirstEnergy Common Stock and cash described in clauses (x), (y) and (ivz) any dividends or other distributions pursuant above being referred to Section 4.2(dcollectively as the "Aggregate Consideration"). In the event the Merger ----------------------- Aggregate Consideration and cash in lieu of fractional shares, if any, which such holder has the right to receive pursuant to Section 4.2(f), and any dividend or other distributions pursuant to Section 4.2(d), is to be delivered to any person who is not the person in whose name the GPU Certificate surrendered in exchange therefor is registered in the transfer records of the CompanyGPU, the Merger Consideration, and cash in lieu of fractional shares which such holder has the right to receive pursuant to Section 4.2(f), and any dividends or other distributions pursuant to Section 4.2(d) Aggregate Consideration may be delivered to a transferee if the GPU Certificate is presented to the Exchange Agent, accompanied by all documents reasonably required to evidence and effect such transfer and by evidence reasonably satisfactory to the Exchange Agent that any applicable stock transfer taxes have been paid. Until surrendered as contemplated by this Section 2.02, each GPU Certificate (other than a GPU Certificate representing shares of GPU Common Stock to be canceled in accordance with Section 2.01(b)) shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Aggregate Consideration contemplated by this Section 2.02. No interest will be paid or are not payablewill accrue on any cash payable to holders of GPU Certificates pursuant to provisions of this Article II.

Exchange and Payment Procedures. As soon as practicable after the Election DeadlineEffective Time, Parent CWS shall cause the Exchange Agent to mail to each record holder of Shares who did not submit record as of the Effective Time of a Form certificate or certificates representing shares of Election or who did not submit Company Common Stock (each, a Certificate or Certificates “Certificate”) that have been converted pursuant to the Exchange Agent with such holder's properly submitted Form of Election: Section 2.1(c): (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates Certificate shall pass, only upon actual delivery of the Certificates to the Exchange Agent) ), and (ii) instructions for effecting the surrender of the Certificates Certificate and receiving the Merger Consideration (as defined below) to which such holder shall be entitled therefor pursuant to this Article IVtherefor. Upon surrender of a Certificate (or affidavits of loss in lieu thereof) to the Exchange Agent for cancellation, together with a duly executed letter of transmittal or Form of Election, as the case may be, and such other documents as the Exchange Agent may require, the holder of such Certificate shall be entitled to receive in exchange therefor therefor: (i) the issuance of either (X) a physical certificate representing that number of shares of Parent CWS Common Stock into which the Shares shares of Company Common Stock previously represented by such Certificate are converted in accordance with this Article IVSection 2.1(c) hereof (which physical certificate will require the payment of a fee to the Exchange Agent by the holder of Company Common Stock), or (Y) a Direct Registration System (“DRS”) statement in the event that Book Entry Shares will be issued; and (ii) the cash to which such holder is entitled in accordance with this Article IV, (iii) cash in lieu of fractional shares, if any, CWS Shares to which such holder has the right to receive pursuant to Section 4.2(f2.2(d) hereof (the shares of CWS Common Stock and cash described in clauses (i) and (ivii) above being referred to collectively as the “Merger Consideration”). Each Certificate for Company Common Stock so surrendered shall be cancelled. If any dividends Certificate shall have been lost, stolen, or other distributions pursuant destroyed, CWS or the Exchange Agent may, in its discretion and as a condition precedent to Section 4.2(d)the issuance of any certificate or book entry representing shares of CWS Common Stock, require the owner of such lost, stolen, or destroyed Certificate to provide an appropriate affidavit and to deliver a bond (in such sum as CWS or the Exchange Agent may reasonably direct) as indemnity against any claim that may be made against the Exchange Agent, CWS or the Surviving Corporation with respect to such Certificate. In the event the Merger Consideration and cash in lieu of fractional shares, if any, which such holder has the right to receive pursuant to Section 4.2(f), and any dividend or other distributions pursuant to Section 4.2(d), is to be delivered to any person Person who is not the person Person in whose name the Certificate surrendered in exchange therefor is registered in the transfer records of the Company, the Merger Consideration, and cash in lieu of fractional shares which such holder has the right to receive pursuant to Section 4.2(f), and any dividends or other distributions pursuant to Section 4.2(d) Consideration may be delivered to a transferee if the Certificate is presented to the Exchange Agent, accompanied by all documents required to evidence and effect such transfer and by evidence satisfactory to the Exchange Agent that any applicable stock transfer taxes have been paid. Until surrendered as contemplated by this Section 2.2, each Certificate (other than a certificate representing shares of Company Common Stock to be canceled in accordance with Section 2.1(b)) shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration contemplated by this Section 2.2. No interest will be paid or are not payablewill accrue on any cash payable to holders of Certificates pursuant to Section 2.2(d) hereof.

Exchange and Payment Procedures. As soon as practicable after the Election DeadlineEffective Time, Parent shall cause the Exchange Agent to mail to each record holder of Shares who did not submit record of a Form of Election certificate or who did not submit a Certificate or Certificates certificates (collectively, the “Certificates”) that immediately prior to the Exchange Agent with such holder's properly submitted Form Effective Time represented issued and outstanding shares of Election: Company Common Stock or Company Preferred Stock (collectively, “Company Securities”) whose shares were converted into the right to receive the applicable Merger Consideration pursuant to Section 3.1(b): (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates certificates shall pass, only upon actual delivery of the Certificates certificates to the Exchange AgentAgent (and which shall be in such form as is reasonably satisfactory to the Company) and (ii) instructions for use in effecting the surrender of the Certificates and receiving the Merger Consideration to in exchange for Parent Common Stock (which such holder shall be entitled therefor pursuant to this Article IV. Upon surrender of in uncertificated book-entry form unless a Certificate (or affidavits of loss physical certificate is requested) and any cash in lieu thereof) to of fractional shares of Parent Common Stock. Following the Exchange Agent for cancellation, together with a duly executed letter of transmittal or Form of Election, as the case may be, and such other documents as the Exchange Agent may requireMerger, the holder former holders of such Certificate Company Securities shall be entitled to receive in exchange therefor a book-entry statement reflecting ownership of (i) or, if requested, a certificate representing representing) that number of whole shares of Parent Common Stock (after taking into account all shares of Company Common Stock and Company Preferred Stock then held by such holder) into which the Shares shares of Company Common Stock or Company Preferred Stock previously represented by such Certificate Certificates are converted in accordance with this Article IV, (ii) the cash to which such holder is entitled in accordance with this Article IV, (iii) cash in lieu of fractional shares, if any, which such holder has the right to receive pursuant to Section 4.2(f) and (iv) any dividends or other distributions pursuant to Section 4.2(d3.1(b). In the event that the Merger Consideration and cash in lieu of fractional shares, if any, which such holder has the right to receive pursuant to Section 4.2(f), and any dividend or other distributions pursuant to Section 4.2(d), is to be delivered to any person who is not the person in whose name the Certificate surrendered in exchange therefor is registered in the transfer records of the Company, the Merger Consideration, and cash in lieu of fractional shares which such holder has the right to receive pursuant to Section 4.2(f), and any dividends or other distributions pursuant to Section 4.2(d) Consideration may be delivered to a transferee if the Certificate is presented to the Exchange Agent, accompanied by all documents required to evidence and effect such transfer and by evidence satisfactory to the Exchange Agent that any applicable stock transfer taxes have been paid. Until surrendered as contemplated by this Section 3.2, each Certificate (other than a certificate representing shares of Company Common Stock or Company Preferred Stock to be cancelled in accordance with Section 3.1(a)) shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the applicable Merger Consideration contemplated by this Section 3.2. No interest will be paid or are not payablewill accrue on any cash payable to holders of Certificates pursuant to the provisions of this Article III.

Exchange and Payment Procedures. As soon as practicable after the Election DeadlineEffective Time, and in any event not later than the third (3rd) business day following the Closing Date, Parent and the Surviving Corporation shall cause the Exchange Paying Agent to mail (and to make available for collection by hand) to each record holder of Shares who did not submit a Form record of Election or who did not submit a Certificate or Certificates to the Exchange Agent with such holder's properly submitted Form of Election: (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates held by such person shall pass, only upon actual proper delivery of the Certificates (or affidavits of loss together with any required bond or indemnity in lieu thereof) to the Exchange Paying Agent, shall be in customary form and substance reasonably acceptable to Parent and the Paying Agent, subject to the Company’s approval (not to be unreasonably conditioned, withheld or delayed), and shall be prepared prior to Closing) and (ii) instructions for use in effecting the surrender of the Certificates and receiving in exchange for the Merger Consideration to into which such holder shares of Company Common Stock previously represented by such Certificates shall be entitled therefor have been converted pursuant to this Article IVAgreement. Upon surrender of a Certificate (or effective affidavits of loss together with any required bond or indemnity in lieu thereof) for cancellation to the Paying Agent or to such other agent or agents as may be appointed by the Surviving Corporation, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto (or, if such shares of Company Common Stock are held in book-entry or other uncertificated form, upon the entry through a book-entry transfer agent of the surrender of such shares on a book-entry account statement), and such other documents as may reasonably be required by the Paying Agent, the holder of such Certificate (or effective affidavit of loss in lieu thereof) to the Exchange Agent for cancellation, together with a duly executed letter of transmittal or Form of Election, as the case may be, and such other documents as the Exchange Agent may require, the holder of such Certificate shall be entitled to receive from the Payment Fund in exchange therefor an amount in cash equal to the product of (i) a certificate representing that the number of shares of Parent Company Common Stock into which the Shares previously formerly represented by such holder’s properly surrendered Certificate are converted (or effective affidavit of loss in accordance with this Article IV, lieu thereof) and (ii) the cash to which such holder is entitled in accordance with this Article IVMerger Consideration (less any applicable withholding Taxes), (iii) cash in lieu of fractional shares, if any, which such holder has and the right to receive pursuant to Section 4.2(f) and (iv) any dividends or other distributions pursuant to Section 4.2(d)Certificate so surrendered shall forthwith be cancelled. In the event of a transfer of ownership of Company Common Stock that is not registered in the share transfer books of the Company, the proper portion of the Merger Consideration and cash may be paid in lieu of fractional shares, if any, which such holder has the right exchange therefor to receive pursuant to Section 4.2(f), and any dividend or a person other distributions pursuant to Section 4.2(d), is to be delivered to any person who is not than the person in whose name the Certificate so surrendered in exchange therefor is registered if such Certificate shall be properly endorsed or otherwise be in proper form for transfer and the person requesting such payment shall pay any transfer records and other applicable Taxes required by reason of the Company, payment of the Merger Consideration, and cash in lieu of fractional shares which such holder has the right to receive pursuant to Section 4.2(f), and any dividends or other distributions pursuant to Section 4.2(d) may be delivered Consideration to a transferee if person other than the registered holder of such Certificate is presented or establish to the Exchange Agent, accompanied by all documents required to evidence and effect reasonable satisfaction of the Surviving Corporation that such transfer and by evidence satisfactory to the Exchange Agent that any applicable stock transfer taxes have Tax has been paid or are is not payableapplicable. No interest shall be paid or shall accrue on any amount payable upon due surrender of any Certificate (or any effective affidavit of loss in lieu thereof).

Exchange and Payment Procedures. As soon as practicable after the Election DeadlineEffective Time, Parent CWS shall cause the Exchange Agent to mail to each record holder of Shares who did not submit record as of the Effective Time of a Form certificate or certificates representing shares of Election or who did not submit Company Common Stock (each, a Certificate or Certificates “Certificate”) that have been converted pursuant to the Exchange Agent with such holder's properly submitted Form of Election: Section 2.1(c): (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates Certificate shall pass, only upon actual delivery of the Certificates to the Exchange Agent) ), and (ii) instructions for effecting the surrender of the Certificates Certificate and receiving the Merger Consideration (as defined below) to which such holder shall be entitled therefor pursuant to this Article IVtherefor. Upon surrender of a Certificate (or affidavits of loss in lieu thereof) to the Exchange Agent for cancellation, together with a duly executed letter of transmittal or Form of Election, as the case may be, and such other documents as the Exchange Agent may require, the holder of such Certificate shall be entitled to receive in exchange therefor (i) a certificate representing that number of shares of Parent CWS Common Stock into which the Shares shares of Company Common Stock previously represented by such Certificate are converted in accordance with this Article IVSection 2.1(c) (or make appropriate alternative arrangements if Book Entry Shares will be issued), and (ii) the cash to which such holder is entitled in accordance with this Article IV, (iii) cash in lieu of fractional shares, if any, CWS Shares to which such holder has the right to receive pursuant to Section 4.2(f2.2(d) (the shares of CWS Common Stock and cash described in clauses (i) and (ivii) above being referred to collectively as the “Merger Consideration”). Each Certificate for Company Common Stock so surrendered shall be cancelled. If any dividends Certificate shall have been lost, stolen, or other distributions pursuant destroyed, CWS or the Exchange Agent may, in its discretion and as a condition precedent to Section 4.2(d)the issuance of any certificate or book entry representing Shares CWS Common Stock, require the owner of such lost, stolen, or destroyed Certificate to provide an appropriate affidavit and to deliver a bond (in such sum as CWS or the Exchange Agent may reasonably direct) as indemnity against any claim that may be made against the Exchange Agent, CWS or the Surviving Corporation with respect to such Certificate. In the event the Merger Consideration and cash in lieu of fractional shares, if any, which such holder has the right to receive pursuant to Section 4.2(f), and any dividend or other distributions pursuant to Section 4.2(d), is to be delivered to any person Person who is not the person Person in whose name the Certificate surrendered in exchange therefor is registered in the transfer records of the Company, the Merger Consideration, and cash in lieu of fractional shares which such holder has the right to receive pursuant to Section 4.2(f), and any dividends or other distributions pursuant to Section 4.2(d) Consideration may be delivered to a transferee if the Certificate is presented to the Exchange Agent, accompanied by all documents required to evidence and effect such transfer and by evidence satisfactory to the Exchange Agent that any applicable stock transfer taxes have been paid. Until surrendered as contemplated by this Section 2.2, each Certificate (other than a certificate representing shares of Company Common Stock to be canceled in accordance with Section 2.1(b)) shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration contemplated by this Section 2.2. No interest will be paid or are not payablewill accrue on any cash payable to holders of Certificates pursuant to Section 2.2(d) hereof.

Exchange and Payment Procedures. As soon as practicable after the Election DeadlineEffective Time, Parent shall cause the Exchange Agent to mail to each record holder of Shares who did not submit record of a Form of Election certificate or who did not submit a Certificate or Certificates certificates (collectively, the "CERTIFICATES") that immediately prior to the Exchange Agent with such holder's properly submitted Form Effective Time represented issued and outstanding shares of Election: Company Common Stock or Company Preferred Stock (collectively, "COMPANY SECURITIES") whose shares were converted into the right to receive the applicable Merger Consideration pursuant to Section 3.1(b): (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates certificates shall pass, only upon actual delivery of the Certificates certificates to the Exchange AgentAgent (and which shall be in such form as is reasonably satisfactory to the Company) and (ii) instructions for use in effecting the surrender of the Certificates and receiving the Merger Consideration to in exchange for Parent Common Stock (which such holder shall be entitled therefor pursuant to this Article IV. Upon surrender of in uncertificated book-entry form unless a Certificate (or affidavits of loss physical certificate is requested) and any cash in lieu thereof) to of fractional shares of Parent Common Stock. Following the Exchange Agent for cancellation, together with a duly executed letter of transmittal or Form of Election, as the case may be, and such other documents as the Exchange Agent may requireMerger, the holder former holders of such Certificate Company Securities shall be entitled to receive in exchange therefor (i) a book-entry statement reflecting ownership of (or, if requested, a certificate representing representing) that number of whole shares of Parent Common Stock (after taking into account all shares of Company Common Stock and Company Preferred Stock then held by such holder) into which the Shares shares of Company Common Stock or Company Preferred Stock previously represented by such Certificate Certificates are converted in accordance with this Article IVSection 3.1(b), and (ii) the cash to which such holder is entitled in accordance with this Article IV, (iii) cash in lieu of fractional shares, if any, shares of Parent Common Stock which such holder has the right to receive pursuant to Section 4.2(f) and (iv) any dividends or other distributions pursuant to Section 4.2(d3.2(d). In the event that the Merger Consideration and cash in lieu of fractional shares, if any, which such holder has the right to receive pursuant to Section 4.2(f), and any dividend or other distributions pursuant to Section 4.2(d), is to be delivered to any person who is not the person in whose name the Certificate surrendered in exchange therefor is registered in the transfer records of the Company, the Merger Consideration, and cash in lieu of fractional shares which such holder has the right to receive pursuant to Section 4.2(f), and any dividends or other distributions pursuant to Section 4.2(d) Consideration may be delivered to a transferee if the Certificate is presented to the Exchange Agent, accompanied by all documents required to evidence and effect such transfer and by evidence satisfactory to the Exchange Agent that any applicable stock transfer taxes have been paid. Until surrendered as contemplated by this Section 3.2, each Certificate (other than a certificate representing shares of Company Common Stock or Company Preferred Stock to be cancelled in accordance with Section 3.1(a)) shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the applicable Merger Consideration contemplated by this Section 3.2. No interest will be paid or are not payablewill accrue on any cash payable to holders of Certificates pursuant to provisions of this Article III.

Exchange and Payment Procedures. As soon as reasonably practicable ------------------------------- after the Election DeadlineEffective Time, Parent the Paying Agent shall cause the Exchange Agent to mail to each record holder of Shares who did not submit a Form record of Election or who did not submit a Certificate or Certificates to the Exchange Agent with such holder's properly submitted Form of Election: (i) a form of letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates held by such person shall pass, only upon actual proper delivery of the Certificates to the Exchange AgentPaying Agent and shall be in customary form and have such other provisions as the Surviving Corporation may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates and receiving in exchange for the Merger Consideration to which such holder shall be entitled therefor pursuant to this Article IVConsideration. Upon surrender of a Certificate (or affidavits of loss in lieu thereof) for cancellation to the Exchange Paying Agent for cancellationor to such other agent or agents as may be appointed by the Surviving Corporation, together with a duly executed such letter of transmittal or Form of Electiontransmittal, as the case may beduly completed and validly executed, and such other documents as may reasonably be required by the Exchange Agent may requirePaying Agent, the holder of such Certificate shall be entitled to receive in exchange therefor (i) a certificate representing that number the amount of cash payable in respect of the shares of Parent Common Stock into which the Shares previously formerly represented by such Certificate are converted in accordance with this Article IV, (ii) the cash to which such holder is entitled in accordance with this Article IV, (iii) cash in lieu of fractional shares, if any, which such holder has the right to receive pursuant to Section 4.2(f) 2.01(c), and (iv) any dividends or other distributions pursuant to Section 4.2(d)the Certificate so surrendered shall forthwith be canceled. In the event the Merger Consideration and cash in lieu of fractional shares, if any, which such holder has the right to receive pursuant to Section 4.2(f), and any dividend or other distributions pursuant to Section 4.2(d), is to be delivered to any person who a transfer of ownership of Company Common Stock that is not registered in the share transfer books of the Company, the proper amount of cash may be paid in exchange therefor to a person other than the person in whose name the Certificate so surrendered in exchange therefor is registered if such Certificate shall be properly endorsed or otherwise be in proper form for transfer and the person requesting such payment shall pay any transfer records or other Taxes required by reason of the Company, the Merger Consideration, and cash in lieu of fractional shares which such holder has the right to receive pursuant to Section 4.2(f), and any dividends or other distributions pursuant to Section 4.2(d) may be delivered payment to a transferee if person other than the registered holder of such Certificate is presented or establish to the Exchange Agent, accompanied by all documents required to evidence and effect reasonable satisfaction of the Surviving Corporation that such transfer and by evidence satisfactory to the Exchange Agent that any applicable stock transfer taxes have Tax has been paid or are is not payableapplicable. No interest shall be paid or shall accrue on the cash payable upon surrender of any Certificate.

Exchange and Payment Procedures. As soon as practicable after the Election Deadline------------------------------- Effective Time, Parent shall cause the Exchange Paying Agent to mail to each record holder of Shares who did not submit record as of the Effective Time of a Form certificate or certificates representing shares of Election or who did not submit a Certificate or Certificates Company Common Stock (the "Certificates") that have been converted pursuant to the Exchange Agent with such holder's properly submitted Form of ElectionSection 2.01: (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon actual delivery of the Certificates to the Exchange Paying Agent) and (ii) instructions for effecting the surrender of the Certificates and receiving the Merger Consideration to which such holder shall be entitled therefor pursuant to this Article IVSection 2.01. Upon surrender of a Certificate (or affidavits of loss in lieu thereof) to the Exchange Paying Agent for cancellation, together with a duly executed letter of transmittal or Form of Election, as the case may be, and such other documents as the Exchange Paying Agent may require, the holder of such Certificate shall be entitled to receive in exchange therefor (i) a certificate representing that number of shares of Parent Common Stock (the "Parent Shares") into which the Shares shares of Company Common Stock previously represented by such Certificate are converted in accordance with this Article IVSection 2.01(c), (ii) the cash to which such holder is entitled in accordance with this Article IVSection 2.01(c), and (iii) the cash in lieu of fractional shares, if any, Parent Shares to which such holder has the right to receive pursuant to Section 4.2(f2.02(d) (the shares of Parent Common Stock and cash described in clauses (i), (ii) and (iviii) any dividends or other distributions pursuant above being referred to Section 4.2(dcollectively as the "Merger Consideration"). In the event the Merger Consideration and cash in lieu of fractional shares, if any, which such holder has the right to receive pursuant to Section 4.2(f), and any dividend or other distributions pursuant to Section 4.2(d), is to be delivered to any person who is not the person in whose name the Certificate surrendered in exchange therefor is registered in the transfer records of the Company, the Merger Consideration, and cash in lieu of fractional shares which such holder has the right to receive pursuant to Section 4.2(f), and any dividends or other distributions pursuant to Section 4.2(d) Consideration may be delivered to a transferee if the Certificate is presented to the Exchange Paying Agent, accompanied by all documents required to evidence and effect such transfer and by evidence satisfactory to the Exchange Paying Agent that any applicable stock transfer taxes have been paid. Until surrendered as contemplated by this Section 2.02, each Certificate (other than a certificate representing shares of Company Common Stock to be canceled in accordance with Section 2.01(b)) shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration contemplated by this Section 2.02. No interest will be paid or are not payablewill accrue on any cash payable to holders of Certificates pursuant to provisions of this Article II.

Exchange and Payment Procedures. As soon as practicable after the Election DeadlineEffective Time but in no event later than two (2) Business Days after the Effective Time, Parent shall cause the Exchange Agent to mail to each record holder of Shares who did not submit record of a Form of Election certificate or who did not submit certificates (each, a Certificate or Certificates “Certificate” and collectively, the “Certificates”) that immediately prior to the Exchange Agent with such holder's properly submitted Form Effective Time represented issued and outstanding shares of Election: Company Common Stock whose shares were converted into the right to receive the Merger Consideration pursuant to Section 3.1(b): (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon actual proper delivery of the Certificates to the Exchange Agent) and (ii) instructions for use in effecting the surrender of the Certificates and receiving the Merger Consideration to in exchange for Parent Common Stock (which such holder shall be entitled therefor pursuant to this Article IVin uncertificated book-entry form unless a physical certificate is requested) and any cash payable in lieu of fractional shares of Parent Common Stock. Upon surrender of a Certificate (or affidavits of loss in lieu thereof) the Certificates to the Exchange Agent for cancellationAgent, together with a duly executed letter of transmittal or Form of Election, as the case may be, and such other documents as may reasonably be required by the Exchange Agent may requireAgent, the holder of such Certificate Certificates shall be entitled to receive in exchange therefor (i) a book-entry account statement reflecting ownership of (or, if requested, a stock certificate representing representing) that number of whole shares of Parent Common Stock into which the Shares shares of Company Common Stock previously represented by such Certificate Certificates are converted in accordance with this Article IVSection 3.1(b), and (ii) the cash to which such holder is entitled in accordance with this Article IV, (iii) cash in lieu of fractional shares, if any, shares of Parent Common Stock which such holder has the right to receive pursuant to Section 4.2(f) and (iv) any dividends or other distributions pursuant to Section 4.2(d3.2(d). In the event that the Merger Consideration and cash in lieu of fractional shares, if any, which such holder has the right to receive pursuant to Section 4.2(f), and any dividend or other distributions pursuant to Section 4.2(d), is to be delivered to any person who is not the person in whose name the Certificate surrendered in exchange therefor is registered in the transfer records of the Company, the Merger Consideration, and cash in lieu of fractional shares which such holder has the right to receive pursuant to Section 4.2(f), and any dividends or other distributions pursuant to Section 4.2(d) Consideration may be delivered to a transferee if the Certificate is presented to the Exchange Agent, accompanied by all documents required to evidence and effect such transfer and by evidence reasonably satisfactory to the Exchange Agent that any applicable stock transfer taxes have been paid. Until surrendered as contemplated by this Section 3.2, each Certificate (other than a Certificate representing shares of Company Common Stock to be cancelled in accordance with Section 3.1(a)) shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the applicable Merger Consideration contemplated by Sections 3.1 and 3.2. The Merger Consideration will be delivered to each former stockholder of the Company by the Exchange Agent as promptly as practicable following surrender of a Certificate and a duly executed letter of transmittal. No interest will be paid or are not payablewill accrue on any cash payable to holders of Certificates pursuant to provisions of this Article III.

Exchange and Payment Procedures. As soon as practicable Within two (2) Business Days after the Election DeadlineEffective Time, Parent shall cause the Exchange Agent to mail to each record holder of Shares who did not submit record as of the Effective Time of a Form certificate or certificates representing shares of Election or who did not submit Company Common Stock (each, a Certificate or Certificates “Certificate”) that have been converted pursuant to the Exchange Agent with such holder's properly submitted Form of Election: Section 2.1(c): (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates Certificate shall pass, only upon actual delivery of the Certificates to the Exchange Agent) ), and (ii) instructions for effecting the surrender of the Certificates Certificate and receiving the Merger Consideration to which such holder shall be entitled therefor pursuant to this Article IVtherefor. Upon surrender of a Certificate (or affidavits of loss in lieu thereof) to the Exchange Agent for cancellation, together with a duly executed letter of transmittal or Form of Election, as the case may be, and such other documents as the Exchange Agent may require, the holder of such Certificate shall be entitled to receive in exchange therefor therefor: (i) the issuance of either (X) a physical certificate representing that number of shares of Parent Eversource Common Stock Shares into which the Shares shares of Company Common Stock previously represented by such Certificate are converted in accordance with this Article IVSection 2.1(c) (which physical certificate will require the payment of a fee to the Exchange Agent by the holder of Company Common Stock), or (Y) a Direct Registration System (“DRS”) statement in the event that Book- Entry Shares will be issued; and (ii) the cash to which such holder is entitled in accordance with this Article IV, (iii) cash in lieu of fractional shares, if any, Eversource Common Shares to which such holder has the right to receive pursuant to Section 4.2(f2.2(d) (the shares of Eversource Common Shares and cash described in clauses (i) and (ivii) above being referred to collectively as the “Merger Consideration”). Each Certificate for Company Common Stock so surrendered shall be cancelled. If any dividends Certificate shall have been lost, stolen, or other distributions pursuant destroyed, Parent or the Exchange Agent may, in its discretion and as a condition precedent to Section 4.2(d)the issuance of any certificate or book entry representing shares of Eversource Common Shares, require the owner of such lost, stolen, or destroyed Certificate to provide an appropriate affidavit and to deliver a bond (in such sum as Parent or the Exchange Agent may reasonably direct) as indemnity against any claim that may be made against the Exchange Agent, Parent or the Surviving Corporation with respect to such Certificate. In the event the Merger Consideration and cash in lieu of fractional shares, if any, which such holder has the right to receive pursuant to Section 4.2(f), and any dividend or other distributions pursuant to Section 4.2(d), is to be delivered to any person Person who is not the person Person in whose name the Certificate surrendered in exchange therefor is registered in the transfer records of the Company, the Merger Consideration, and cash in lieu of fractional shares which such holder has the right to receive pursuant to Section 4.2(f), and any dividends or other distributions pursuant to Section 4.2(d) Consideration may be delivered to a transferee if the Certificate is presented to the Exchange Agent, accompanied by all documents required to evidence and effect such transfer and by evidence satisfactory to the Exchange Agent that any applicable stock transfer taxes have been paid. Until surrendered as contemplated by this Section 2.2, each Certificate (other than a certificate representing shares of Company Common Stock to be canceled in accordance with Section 2.1(b)) shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration contemplated by this Section 2.2. No interest will be paid or are not payablewill accrue on any cash payable to holders of Certificates pursuant to Section 2.2(d).