Common use of Exchange Procedure Clause in Contracts

Exchange Procedure. As soon as reasonably practicable after the Effective Time, Parent shall cause the Exchange Agent to mail to each holder of record of a Certificate whose shares of Company Common Stock were converted into the right to receive the Merger Consideration pursuant to Section 2.01(c), (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 proper delivery of the Certificates to the Exchange Agent and shall be in such form and have such other reasonable and customary provisions as Parent may specify) and (ii) instructions for use in surrendering the Certificates in exchange for (A) the Merger Consideration, (B) any dividends or other distributions to which holders of Certificates are entitled pursuant to Section 2.02(c) and (C) cash in lieu of any fractional shares of Parent Common Stock to which such holders are entitled pursuant to Section 2.02(e). Upon surrender of a Certificate for cancelation to the Exchange Agent, together with such letter of transmittal, duly completed and validly executed, and such other documents as may reasonably be required by the Exchange Agent, the holder of such Certificate shall be entitled to receive in exchange therefor (x) certificates representing that number of whole shares of Parent Common Stock which such holder has the right to receive pursuant to the provisions of this Article II after taking into account all the shares of Company Common Stock then held by such holder under all such Certificates so surrendered, (y) any dividends or other distributions to which such holder is entitled pursuant to Section 2.02(c) and (z) cash in lieu of fractional shares of Parent Common Stock to which such holder is entitled pursuant to Section 2.02(e), and the Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of Company Common Stock that is not registered in the transfer records of the Company, a certificate representing the proper number of shares of Parent Common Stock may be issued to a person other than the person in whose name the Certificate so surrendered is registered if such Certificate shall be properly endorsed or otherwise be in proper form for transfer and the person requesting such issuance shall pay any transfer or other taxes required by reason of the issuance of shares of Parent Common Stock to a person other than the registered holder of such Certificate or establish to the reasonable satisfaction of Parent that such tax has been paid or is not applicable. Until surrendered as contemplated by this Section 2.02(b), each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration that the holder thereof has the right to receive pursuant to the provisions of this Article II, any dividends or distributions to which the holder of such Certificate is entitled under Section 2.02(c) and any cash in lieu of any fractional share of Parent Common Stock to which the holder of such Certificate is entitled under Section 2.02(e). No interest shall be paid or shall accrue on any cash payable upon surrender of any Certificate.

Exchange Procedure. As soon as reasonably practicable after the Effective Time, Parent EOP shall use commercially reasonable efforts to cause the Exchange Agent to mail to each holder of record of a Certificate or Certificates which immediately prior to the Effective Time represented outstanding shares of Cornerstone Common Stock (other than to holders of Cornerstone Common Stock who previously surrendered with their Forms of Election their Certificates for Cornerstone Common Stock) or Cornerstone 7% Preferred Stock Certificate whose shares of Company Common Stock were converted into the right to receive the Merger Consideration pursuant to Section 2.01(c)1.10, (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 proper delivery of the Certificates to the Exchange Agent and shall be in such a form and have such other reasonable and customary provisions as Parent EOP may reasonably specify) and (ii) instructions for use in surrendering effecting the surrender of the Certificates in exchange for (A) the Merger Consideration. To the extent not previously surrendered with a Form of Election, (B) any dividends or other distributions to which holders of Certificates are entitled pursuant to Section 2.02(c) and (C) cash in lieu of any fractional shares of Parent Common Stock to which such holders are entitled pursuant to Section 2.02(e). Upon upon surrender of a Certificate for cancelation cancellation to the Exchange AgentAgent or to such other agent or agents as may be appointed by EOP, together with such letter of transmittal, duly completed and validly executed, and such other documents as may reasonably be required by the Exchange Agent, the holder of such Certificate shall be entitled to receive in exchange therefor (x) certificates representing that number of whole shares of Parent Common Stock the Merger Consideration into which such holder has the right to receive pursuant to the provisions of this Article II after taking into account all the shares of Company Cornerstone Common Stock then held or Cornerstone 7% Preferred Stock, as applicable, theretofore represented by such holder under all such Certificates so surrenderedCertificate shall have been converted pursuant to Section 1.10, (y) together with any dividends or other distributions to which such holder is entitled pursuant to Section 2.02(c1.15(d) and (z) cash cash, if any, payable in lieu of fractional shares of Parent Common Stock to which such holder is entitled pursuant to Section 2.02(e1.15(g), to be mailed (or made available for collection by hand if so elected by the surrendering holder) within five business days of receipt thereof, and the Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of Company shares of Cornerstone Common Stock that or Cornerstone 7% Preferred Stock which is not registered in the transfer records of the CompanyCornerstone, a certificate representing the proper number of shares of Parent Common Stock payment may be issued made to a person other than the person in whose name the Certificate so surrendered is registered if such Certificate shall be properly endorsed or otherwise be in proper form for transfer and the person requesting such issuance payment either shall pay any transfer or other taxes required by reason of the issuance of shares of Parent Common Stock such payment being made to a person other than the registered holder of such Certificate or establish to the reasonable satisfaction of Parent EOP that such tax has or taxes have been paid or is are not applicable. Until surrendered as contemplated by this Section 2.02(b)1.15, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration that Consideration, without interest, into which the holder thereof has the right to receive shares of Cornerstone Common Stock or Cornerstone 7% Preferred Stock heretofore represented by such Certificate shall have been converted pursuant to the provisions of this Article IISection 1.10, and any dividends or other distributions to which the such holder of such Certificate is entitled under pursuant to Section 2.02(c) and any cash in lieu of any fractional share of Parent Common Stock to which the holder of such Certificate is entitled under Section 2.02(e1.15(d). No interest shall will be paid or shall will accrue on the Merger Consideration upon the surrender of any Certificate or on any cash payable upon surrender pursuant to Section 1.15(d) or Section 1.15(g). EOP or the Exchange Agent, as applicable, shall be entitled, in its sole and absolute discretion, to deduct and withhold from the cash or EOP Common Shares, or any combination thereof, that otherwise is payable pursuant to this Agreement to any holder of shares of Cornerstone Common Stock or Cornerstone 7% Preferred Stock such amounts as EOP or the Exchange Agent is required to deduct and withhold with respect to the making of such payment under the Code or under any Certificateprovision of state, local or foreign tax law, PROVIDED THAT in determining whether withholding under Section 1445 of the Code is required, EOP shall take into account (and shall request the Exchange Agent to take into account) Section 1445(b)(6) of the Code and Treasury Regulations Section 1.1445-2(c)(2). For this purpose, any EOP Common Shares deducted and withheld by EOP shall be valued at the last trading price of the EOP Common Shares on the New York Stock Exchange on the Effective Date of the Merger. To the extent that amounts are so withheld by EOP or the Exchange Agent, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the holder of the shares of Cornerstone Common Stock or Cornerstone 7% Preferred Stock, as applicable, in respect of which such deduction and withholding was made by EOP or the Exchange Agent.

Exchange Procedure. As soon as reasonably practicable after the Effective Time, Parent Mercantile shall cause the Exchange Agent to mail to each holder of record of a Certificate whose shares of Company Firstbank Common Stock were converted into (other than the right to receive the Merger Consideration pursuant to Section 2.01(cExcluded Shares), (i) as of the Effective Time, a form of letter of transmittal (which shall be in customary form and shall specify that delivery shall will be effected, and risk of loss and title to the Certificates held by such person shall or Book-Entry Shares will pass, only upon proper delivery of the such Certificates or Book-Entry Shares to the Exchange Agent and shall be upon adherence to the procedures set forth in such form and have such other reasonable and customary provisions as Parent may specifythe letter of transmittal) and (ii) instructions for use in surrendering effecting the surrender of Certificates or Book-Entry Shares in exchange for (A) the Merger Consideration, (B) any cash in lieu of fractional shares payable pursuant to Section 2.7 and any dividends or other distributions to which holders of Certificates are entitled payable pursuant to Section 2.02(c) and (C) cash in lieu of any fractional shares of Parent Common Stock to which such holders are entitled pursuant to Section 2.02(e)2.4. Upon surrender of a Certificate or of Book-Entry Shares for cancelation cancellation to the Exchange Agent, together with such letter of transmittal, duly completed and validly executedexecuted in accordance with the instructions thereto, and such other documents as may reasonably be required by the Exchange Agent, the each holder of such a Certificate or of Book-Entry Shares shall be entitled to receive in exchange therefor (xa) certificates book-entry shares representing that the number of whole shares of Parent Common Stock which such holder has the right to receive pursuant to the provisions of this Article II after taking into account all the shares of Company Common Stock then held by such holder under all such Certificates so surrendered, (y) any dividends or other distributions to which such holder is entitled pursuant to Section 2.02(c) and (z) cash in lieu of fractional shares of Parent Mercantile Common Stock to which such holder is entitled pursuant to Section 2.02(e)2.1.2, (b) cash in lieu of any fractional shares payable pursuant to Section 2.7, and the Certificate (c) any dividends or distributions payable pursuant to Section 2.4, and such Certificates and Book-Entry Shares so surrendered shall forthwith be canceled. In the event of a transfer of ownership of Company Firstbank Common Stock that is not registered in the transfer records of Firstbank, payment of the Company, a certificate representing the proper number of shares of Parent Common Stock Merger Consideration may be issued made to a person Person other than the person Person in whose name the Certificate Certificates or Book-Entry Shares so surrendered is are registered if such Certificate shall be properly endorsed or otherwise be in proper form for transfer and the person Person requesting such issuance payment shall pay any transfer or other taxes Taxes required by reason of the issuance of shares of Parent Common Stock to a person other than the registered holder of such Certificate transfer or establish establish, to the reasonable satisfaction of Parent Mercantile, that such tax has Taxes have been paid or is are not applicable. Until surrendered as contemplated by this Section 2.02(b)2.3.2, each Certificate and Book-Entry Share shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration that the holder thereof has the right to receive pursuant to the provisions of this Article IIConsideration, any dividends or distributions to which the holder of such Certificate is entitled under Section 2.02(c) and any cash in lieu of fractional shares payable pursuant to Section 2.7 and any fractional share of Parent Common Stock dividends or other distributions payable pursuant to which the holder of such Certificate is entitled under Section 2.02(e). No interest shall be paid or shall accrue on any cash payable upon surrender of any Certificate2.4.

Exchange Procedure. (i) As soon as reasonably practicable after the Prime/Horizon Merger Effective Time, Parent shall cause the Exchange Agent to shall mail to each holder of record of a Certificate certificate or certificates which immediately prior to the Prime/Horizon Merger Effective Time represented outstanding Sky Merger Common Shares (the "Certificates") whose shares of Company Common Stock were converted into the right to receive the Prime/Horizon Merger Consideration pursuant to Section 2.01(c), 1.11 (id) 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 proper delivery of the Certificates to the Exchange Agent and shall be in such a form and have such other reasonable and customary provisions as Parent the Surviving Company may reasonably specify) and (ii) instructions for use in surrendering effecting the surrender of the Certificates in exchange for (A) the Prime/Horizon Merger Consideration, (B) any dividends or other distributions to which holders of Certificates are entitled pursuant to Section 2.02(c) and (C) cash in lieu of any fractional shares of Parent Common Stock to which such holders are entitled pursuant to Section 2.02(e). Upon surrender of a Certificate for cancelation cancellation to the Exchange AgentAgent or to such other agent or agents as may be appointed by the Surviving Company, together with such letter of transmittal, duly completed and validly executed, and such other documents as may reasonably be required by the Exchange Agent, the holder of such Certificate shall be entitled to receive in exchange therefor (x) certificates representing that number of whole shares of Parent the Prime/Horizon Merger Consideration into which the Sky Merger Common Stock which Shares theretofore represented by such holder has the right to receive Certificate shall have been converted pursuant to the provisions of this Article II after taking into account all the shares of Company Common Stock then held by such holder under all such Certificates so surrenderedSection 1.11, (y) as well as any dividends or other distributions to which such holder is entitled pursuant to Section 2.02(c) and (z) cash in lieu of fractional shares of Parent Common Stock to which such holder is entitled pursuant to Section 2.02(e1.14(d), and the Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of Company Sky Merger Common Stock that Shares which is not registered in the transfer records of the CompanySky Merger, a certificate representing the proper number of shares of Parent Common Stock payment may be issued made to a person other than the person in whose name the Certificate so surrendered is registered if such Certificate shall be properly endorsed or otherwise be in proper form for transfer and the person requesting such issuance payment either shall pay any transfer or other taxes required by reason of the issuance of shares of Parent Common Stock such payment being made to a person other than the registered holder of such Certificate or establish to the reasonable satisfaction of Parent the Surviving Company that such tax has or taxes have been paid or is are not applicable. Until surrendered as contemplated by this Section 2.02(b)1.14, each Certificate shall be deemed at any time after the Prime/Horizon Merger Effective Time to represent only the right to receive upon such surrender the Prime/Horizon Merger Consideration that Consideration, without interest, into which the holder thereof has the right to receive Sky Merger Common Shares theretofore represented by such Certificate shall have been converted pursuant to the provisions of this Article IISection 1.11, and any dividends or other distributions to which the such holder of such Certificate is entitled under pursuant to Section 2.02(c) and any cash in lieu of any fractional share of Parent Common Stock to which the holder of such Certificate is entitled under Section 2.02(e1.14(d). No interest shall will be paid or shall will accrue on the Prime/Horizon Merger Consideration upon the surrender of any Certificate or on any cash payable upon surrender of any Certificatepursuant to Section 1.14(d) or Section 1.14(g).

Exchange Procedure. As soon as reasonably practicable after the Effective Time, Parent shall cause the Exchange Agent to shall mail to each holder of record of a Certificate or Certificates whose shares of Company Common Stock were converted into the right to receive the Merger Consideration pursuant to Section 2.01(c)2.1, (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 proper delivery of the Certificates to the Exchange Agent and shall be in such a form and have such other reasonable and customary provisions as Parent Starwood may reasonably specify) and (ii) instructions for use in surrendering effecting the surrender of the Certificates in exchange for (A) the applicable Merger Consideration, (B) any dividends or other distributions to which holders of Certificates are entitled pursuant to Section 2.02(c) and (C) cash in lieu of any fractional shares of Parent Common Stock to which such holders are entitled pursuant to Section 2.02(e). Upon surrender of a Certificate for cancelation cancellation to the Exchange AgentAgent or to such other agent or agents as may be appointed by Starwood, together with such letter of transmittal, duly completed and validly executed, and such other documents as may reasonably be required by the Exchange Agent, the holder of such Certificate shall be entitled to receive in exchange therefor (x) certificates representing that number of whole shares of Parent Common Stock which such holder has the right to receive pursuant to the provisions of this Article II after taking into account all the shares of Company Common Stock then held by such holder under all such Certificates so surrendered, (y) applicable Merger Consideration and any dividends or other distributions to which such holder is entitled pursuant to Section 2.02(c) and (z) cash in lieu of fractional shares of Parent Common Stock to which such holder is entitled pursuant to Section 2.02(e2.2(d), and the Certificate so surrendered shall forthwith be canceledcancelled. In the event of a transfer of ownership of Company TriNet Common Stock that or TriNet Preferred Stock which is not registered in the transfer records of the CompanyTriNet, a certificate representing the proper number of shares of Parent Common Stock payment may be issued made to a person other than the person in whose name the Certificate so surrendered is registered if such Certificate shall be properly endorsed or otherwise be in proper form for transfer and the person requesting such issuance payment either shall pay any transfer or other taxes required by reason of the issuance of shares of Parent Common Stock such payment being made to a person other than the registered holder of such Certificate or establish to the reasonable satisfaction of Parent Starwood that such tax has or taxes have been paid or is are not applicable. Until surrendered as contemplated by this Section 2.02(b)2.2, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the applicable Merger Consideration that Consideration, without interest, into which the holder thereof has the right to receive shares theretofore represented by such Certificate shall have been converted pursuant to the provisions of this Article II, Section 2.1 and any dividends or other distributions to which the such holder of such Certificate is entitled under pursuant to Section 2.02(c) and any cash in lieu of any fractional share of Parent Common Stock to which the holder of such Certificate is entitled under Section 2.02(e2.2(d). No interest shall will be paid or shall will accrue on any cash payable the applicable Merger Consideration upon the surrender of any CertificateCertificate or on any amount payable pursuant to Section 2.2(d) or Section 2.2(g).

Exchange Procedure. As soon as reasonably practicable after the Effective Time, Parent but no later than five (5) Business Days after the Effective Time, the Surviving Corporation shall cause the Exchange Agent to mail to each holder of record of a Certificate whose shares of Company Common Stock were converted into the right to receive the Merger Consideration pursuant to Section 2.01(c)Powertel Certificate, (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 a Powertel Certificate shall pass, only upon proper delivery of the Certificates such Powertel Certificate to the Exchange Agent and shall be in such a form and have such other reasonable and customary provisions as Parent VoiceStream may reasonably specify) ), and (ii) instructions for use in surrendering effecting the surrender of Powertel Certificates in exchange for (A) the Merger Consideration, (B) any dividends or other distributions to which holders of Certificates are entitled pursuant to Section 2.02(c) and (C) cash property described in lieu of any fractional shares of Parent Common Stock to which such holders are entitled pursuant to Section 2.02(e)the next sentence. Upon surrender of a Certificate for cancelation cancellation to the Exchange AgentAgent of any Powertel Certificate(s) held by any holder of record of a Powertel Certificate, together with such letter of transmittal, transmittal duly completed and validly executed, and such other documents as may reasonably be required by the Exchange Agent, the holder of such Certificate shall be entitled to receive in exchange therefor a VoiceStream Certificate (xwhich shall not include any restrictive legends but may be subject to the agreement signed by Rule 145 Affiliates pursuant to Section 5.08(a) certificates of this Agreement) representing that the number of whole shares of Parent VoiceStream Common Stock into which such holder has the right to receive pursuant to the provisions of this Article II after taking into account all the shares of Company Common Powertel Stock then held represented by such holder under all such Certificates so surrendered, (ythe surrendered Powertel Certificate(s) any dividends or other distributions to which such holder is entitled shall have been converted at the Effective Time pursuant to Section 2.02(c) and (z) 1.06(c), cash in lieu of any fractional shares share of Parent VoiceStream Common Stock to which such holder is entitled pursuant to in accordance with Section 2.02(e), 1.07(e) and the Certificate dividends and other distributions in accordance with Section 1.07(d); and the Powertel Certificate(s) so surrendered shall forthwith be canceledcancelled. In the event of a transfer of ownership of Company Common shares of Powertel Stock that is not registered in the transfer records of the CompanyPowertel, cash or a certificate VoiceStream Certificate representing the proper number of shares of Parent VoiceStream Common Stock may be paid to or issued to in a person name other than that in which the person Powertel Certificate surrendered in whose name the Certificate so surrendered exchange therefor is registered registered, if such Powertel Certificate shall be properly endorsed or otherwise be in proper form for transfer and the person requesting such issuance payment shall pay any transfer or other taxes Taxes required by reason of the issuance of shares of Parent Common Stock payment to a person other than the registered holder of such Powertel Certificate or establish to the reasonable satisfaction of Parent the Surviving Corporation that such tax Tax has been paid or is not applicable. Until surrendered as contemplated by this Section 2.02(b)1.07, each Powertel Certificate shall be deemed at any time after the Effective Time to represent only (A) the right to receive upon VoiceStream Certificates representing the shares of VoiceStream Common Stock into which the shares of Powertel Stock represented by such surrender the Merger Consideration that the holder thereof has the right to receive pursuant to the provisions of this Article IIPowertel Certificate have been converted, (B) any dividends or and other distributions in accordance with Section 1.07(d), and (C) any cash, without interest, to which the holder of such Certificate is entitled under Section 2.02(c) and any cash be paid in lieu of any fractional share of Parent VoiceStream Common Stock in accordance with Section 1.07(e). VoiceStream or the Exchange Agent shall be entitled to which deduct and withhold from the consideration otherwise payable pursuant to this Agreement to any holder of shares of Powertel Stock such amounts as VoiceStream or the Exchange Agent is required to deduct and withhold with respect to the making of such payment under the Code or under any provision of state, local or foreign Tax law, but in connection therewith shall be obligated to pay over to the proper Tax authorities and properly report such payment as required by such Tax law. To the extent that amounts are so withheld by VoiceStream or the Exchange Agent (but not both) and have been properly paid to the appropriate Tax authorities and reported as required by law, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the holder of the shares of Powertel Stock in respect of which such Certificate is entitled under Section 2.02(e). No interest shall be paid deduction and withholding was made by VoiceStream or shall accrue on any cash payable upon surrender of any Certificatethe Exchange Agent.

Exchange Procedure. As soon as reasonably practicable after the Effective TimeTime but in no event later than the first business day following the Closing Date, Parent the Paying Agent shall cause the Exchange Agent to mail to each holder of record of a Certificate whose shares (and appropriate documentation for holders of Company Common Stock were converted into the right to receive the Merger Consideration pursuant to Section 2.01(c), Options and Warrants) (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 proper delivery of the Certificates to the Exchange Paying Agent and shall be in such customary form and have such other reasonable and customary provisions as Parent and the Company may reasonably specify) and (ii) instructions for use in surrendering effecting the surrender of the Certificates in exchange for (A) the Merger Consideration, (B) any dividends or other distributions to which holders of Certificates are entitled pursuant to Section 2.02(c) and (C) cash in lieu of any fractional shares of Parent Common Stock to which such holders are entitled pursuant to Section 2.02(e). Upon surrender of a Certificate for cancelation cancellation to the Exchange AgentPaying Agent or to such other agent or agents as may be appointed by Parent, together with such letter of transmittal, duly completed and validly executed, and such other documents as may reasonably be required by the Exchange Paying Agent, the holder of such Certificate shall be entitled to receive in exchange therefor (x) certificates representing that number the amount of whole shares of Parent Common Stock cash into which such holder has the right to receive pursuant to the provisions of this Article II after taking into account all the shares of Company Common Stock then held formerly represented by such holder under all such Certificates so surrendered, (y) any dividends or other distributions to which such holder is entitled Certificate shall have been converted pursuant to Section 2.02(c) and (z) cash in lieu of fractional shares of Parent Common Stock to which such holder is entitled pursuant to Section 2.02(e2.08(c), and the Certificate so surrendered shall forthwith be canceledcancelled. Parent's agreement with the Paying Agent shall provide that, upon surrender of a Certificate for cancellation to the Paying Agent or to such other agent or agents as may be appointed by Parent, any holders of more than five thousand shares of Company Common Stock (including shares issuable upon the exercise of Warrants and Company Options) shall be entitled to receive payment of the Merger Consideration in respect of the shares of Company Common Stock and an amount of cash determined pursuant to Sections 2.10 and 2.11 with respect to any Warrants and Company Options, respectively, held by them by wire transfer of immediately available funds as promptly as practicable after the Effective Time, but in no event later than the first business day following the Closing Date, to the account(s) designated by such stockholder. In the event of a transfer of ownership of Company Common Stock that is not registered in the stock transfer records books of the Company, a certificate representing the proper number amount of shares of Parent Common Stock cash may be issued paid in exchange therefor to a person other than the person in whose name the Certificate so surrendered is registered if such Certificate shall be properly endorsed or otherwise be in proper form for transfer and the person requesting such issuance payment shall pay any transfer or other taxes required by reason of the issuance of shares of Parent Common Stock payment to a person other than the registered holder of such Certificate or establish to the reasonable satisfaction of Parent that such tax has been paid or is not applicable. Until surrendered as contemplated by this Section 2.02(b), each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration that the holder thereof has the right to receive pursuant to the provisions of this Article II, any dividends or distributions to which the holder of such Certificate is entitled under Section 2.02(c) and any cash in lieu of any fractional share of Parent Common Stock to which the holder of such Certificate is entitled under Section 2.02(e). No interest shall be paid or shall accrue on any the cash payable upon surrender of any Certificate. Upon the delivery to the Paying Agent of the appropriate documentation in respect of Company Options and Warrants, the holder of such Company Option or Warrant will be entitled to receive an amount of cash determined pursuant to Sections 2.10 and 2.11.

Exchange Procedure. At or prior to the Effective Time, Parent shall deposit with a bank or trust company designated by Parent and reasonably acceptable to Company (the "EXCHANGE AGENT") for the benefit of the holders of Company Common Stock outstanding immediately prior to the Effective Time, for exchange in accordance with this Section 2.2, through the Exchange Agent, (i) certificates evidencing the shares of Parent Common Stock issuable pursuant to Section 2.1(c) in exchange for outstanding shares of Company Common Stock and (ii) cash in an aggregate amount sufficient to pay for fractional shares pursuant to Section 2.2(d). Any interest, dividends, or other income earned on the investment of cash or other property deposited by Parent with the Exchange Agent in accordance with this Section 2.2 shall be for the account of and payable to Parent. As soon as reasonably practicable after the Effective Time but in any event no later than 10 days after the Effective Time, Parent shall cause the Exchange Agent to mail be mailed to each holder of record of a Certificate whose certificate or certificates which immediately prior to the Effective Time represented outstanding shares of Company Common Stock were converted into (the right to receive the Merger Consideration pursuant to Section 2.01(c"CERTIFICATES"), (i) a letter of transmittal (which shall be in customary form and shall specify that delivery shall be effected, and risk of loss and title to the Certificates held by such person shall pass, only upon proper delivery of the Certificates to the Exchange Agent and shall be in such form and have such other reasonable and customary provisions as Parent may specify) Agent), and (ii) instructions for use in surrendering effecting the surrender of the Certificates in exchange for (A) the Merger Consideration, (B) any dividends or other distributions to which holders of Certificates are entitled pursuant to Section 2.02(c) and (C) cash in lieu of any fractional certificates representing shares of Parent Common Stock to which such holders are entitled pursuant to Section 2.02(e)Stock. Upon surrender of a Certificate for cancelation cancellation to the Exchange Agent, together with such letter of transmittal, duly completed and validly executed, and such other documents as may reasonably be required by the Exchange Agent, the holder of such Certificate shall be entitled to receive in exchange therefor (x) certificates representing a certificate evidencing that number of whole shares of Parent Common Stock which such holder has the right to receive pursuant to in respect of the provisions shares of this Article II Company Common Stock formerly evidenced by such Certificate (after taking into account all the shares of Company Common Stock then held of record by such holder under all such Certificates so surrenderedholder), (y) any dividends or other distributions to which such holder is entitled pursuant to Section 2.02(c) and (z) cash in lieu of fractional shares of Parent Common Stock to which such holder is entitled pursuant to Section 2.02(e2.2(d) and any dividends or other distributions to which such holder is entitled pursuant to Section 2.2(b), and the Certificate so surrendered shall forthwith be canceledcancelled. In the event of a transfer of ownership of Company Common Stock that which is not registered in the transfer records of the Company, a certificate representing the proper number of shares of Parent Common Stock may be issued to a person other than the person in whose name the Certificate so surrendered is registered registered, if such Certificate Certificate, accompanied by all documents required to evidence and effect such transfer, shall be properly endorsed with signature guarantee or otherwise be in proper form for transfer transfer, and the person requesting such issuance payment shall pay any transfer or other taxes required by reason of the issuance of shares of Parent Common Stock to a person other than the registered holder of such Certificate or establish to the reasonable satisfaction of Parent that such tax has been paid or is not applicable. Until surrendered as contemplated by this Section 2.02(b)2.2, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration that the holder thereof has the right to receive pursuant to the provisions certificate evidencing whole shares of this Article IIParent Common Stock, any dividends or distributions to which the holder of such Certificate is entitled under Section 2.02(c) and any cash in lieu of any fractional share shares of Parent Common Stock to which the such holder of such Certificate is entitled under pursuant to Section 2.02(e2.2(d) and any dividends or other distributions to which such holder is entitled pursuant to Section 2.2(b). No interest shall will be paid or shall will accrue on any cash payable upon surrender of any Certificatepursuant to Section 2.2(b) or 2.2(d).

Exchange Procedure. As soon as reasonably practicable after the Effective Time, Parent shall cause the Exchange Paying Agent to mail to each holder of record of a Certificate whose shares of Company Common Stock were converted into the right to receive the Merger Consideration pursuant to Section 2.01(c), (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 Person shall pass, only upon proper delivery of the Certificates to the Exchange Paying Agent and shall be in such a form and have such other reasonable and customary provisions as Parent may reasonably specify) and (ii) instructions for use in surrendering effecting the surrender of the Certificates in exchange for (A) the Merger Consideration, (B) any dividends or other distributions to which holders of Certificates are entitled pursuant to Section 2.02(c) and (C) cash in lieu of any fractional shares of Parent Common Stock to which such holders are entitled pursuant to Section 2.02(e). Upon surrender of a Certificate for cancelation cancellation to the Exchange AgentPaying Agent or to such other agent or agents as may be appointed by Parent, together with such letter of transmittal, duly completed and validly executedexecuted (or, if such shares of Company Common Stock are held in uncertificated, book-entry form, receipt of an “agent’s message” (or such other evidence of transfer as the Paying Agent may reasonably request) by the Paying Agent (it being understood that any references herein to “Certificates” shall be deemed to include references to book-entry account statements relating to the ownership of shares of Company Common Stock, provided, that the holders of any book-entry shares shall be deemed to have surrendered any Certificates representing book-entry shares upon receipt by the Paying Agent of receipt of an “agent’s message” (or such other evidence of transfer as the Paying Agent may reasonably request)), and such other documents as may reasonably be required by the Exchange Paying Agent, the holder of such Certificate shall be entitled to receive in exchange therefor (x) certificates representing the amount of Merger Consideration that number of whole shares of Parent Common Stock which such holder has the right to receive pursuant to the provisions of this Article II after taking into account all the shares of Company Common Stock then held by such holder under all such Certificates so surrendered, (y) any dividends or other distributions to which such holder is entitled pursuant to Section 2.02(c) and (z) cash in lieu of fractional shares of Parent Common Stock to which such holder is entitled pursuant to Section 2.02(e3.1(c), and the Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of Company Common Stock that is not registered in the stock transfer records books of the Company, a certificate representing payment of the proper number of shares of Parent Common Stock Merger Consideration in exchange therefor may be issued made to a person Person other than the person Person in whose name the Certificate so surrendered is registered if if, upon presentation to the Paying Agent, such Certificate shall be properly endorsed or otherwise be in proper form for transfer and the person Person requesting such issuance payment shall pay any transfer or other taxes Taxes required by reason of the issuance of shares of Parent Common Stock payment to a person Person other than the registered holder of such Certificate or establish to the reasonable satisfaction of Parent the Surviving Corporation that such tax has Taxes have been paid or is are not applicable. Until surrendered as contemplated by this Section 2.02(b), each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration that the holder thereof has the right to receive pursuant to the provisions of this Article II, any dividends or distributions to which the holder of such Certificate is entitled under Section 2.02(c) and any cash in lieu of any fractional share of Parent Common Stock to which the holder of such Certificate is entitled under Section 2.02(e). No interest shall be paid or shall accrue on any the cash payable upon surrender of any Certificate.

Exchange Procedure. As soon as reasonably practicable after the Effective TimeTime (but in any event no later than two Business Days after the Closing Date), Parent shall the Surviving Corporation will cause the Exchange Paying Agent to mail to each record holder of, as of record of a Certificate whose shares of Company Common Stock were converted into the right to receive the Merger Consideration pursuant to Section 2.01(c)Effective Time, (i) an outstanding certificate or certificates which immediately prior to the Effective Time represented shares of Common Stock (the “Certificates”) or (ii) shares of Common Stock represented by book-entry (the “Book-Entry Shares”): (A) a form of letter of transmittal for use in effecting the surrender of Certificates or, in the case of Book-Entry Shares, the surrender of such shares of Common Stock (which shall will be in customary form reasonably agreed upon by the Parent and the Company prior to the Closing, and will specify that delivery shall will be effected, and risk of loss and title to the Certificates held by such person shall will pass, only upon proper delivery of the such Certificates to the Exchange Paying Agent and shall be or, in such form and have such other reasonable and customary provisions as Parent may specify) the case of Book-Entry Shares, upon adherence to the procedures set forth in the letter of transmittal); and (iiB) instructions for use in surrendering effecting the surrender of such Certificates or, in exchange the case of Book-Entry Shares, the surrender of such shares of Common Stock for (A) payment of the Merger Consideration, (B) any dividends or other distributions to which holders of Certificates are entitled pursuant to Section 2.02(c) and (C) cash in lieu of any fractional shares of Parent Common Stock to which such holders are entitled pursuant to Section 2.02(e)Consideration therefor. Upon surrender of a Certificate or of Book-Entry Shares for cancelation cancellation to the Exchange Agent, Paying Agent together with such letter of transmittal, duly completed and validly executedexecuted in accordance with the instructions thereto, and such other documents as may reasonably be required by the Exchange Paying Agent, the Paying Agent will pay from the Payment Fund to the holder of a Certificate or of Book-Entry Shares, or as otherwise directed in the letter of transmittal, the Merger Consideration for each share of Common Stock formerly evidenced by such Certificate shall be entitled to receive in exchange therefor (x) certificates representing that number of whole shares of Parent Common Stock which such holder has the right to receive pursuant to the provisions of this Article II after taking into account all the shares of Company Common Stock then held by such holder under all such Certificates so surrendered, (y) any dividends or other distributions to which such holder is entitled pursuant to Section 2.02(c) and (z) cash in lieu of fractional shares of Parent Common Stock to which such holder is entitled pursuant to Section 2.02(e)Book-Entry Share, and such Certificate or Book-Entry Share will forthwith be canceled. No interest will be paid or will accrue on the Merger Consideration payable in respect of any Certificate or Book-Entry Share. If payment of the Merger Consideration is to be made to a Person other than the Person in whose name the surrendered Certificate is registered, it will be a condition of payment that the Certificate so surrendered shall forthwith will be canceled. In the event of a transfer of ownership of Company Common Stock that is not registered in the transfer records of the Company, a certificate representing the proper number of shares of Parent Common Stock may be issued to a person other than the person in whose name the Certificate so surrendered is registered if such Certificate shall be endorsed properly endorsed or otherwise be in proper form for transfer and that the person Person requesting such issuance shall pay any payment will have paid all transfer or and other taxes Taxes required by reason of the issuance payment of shares of Parent Common Stock the Merger Consideration to a person Person other than the registered holder of such the Certificate surrendered or establish will have established to the reasonable satisfaction of Parent the Surviving Corporation that such tax has Taxes either have been paid or is are not applicable. Until surrendered as contemplated Prior to the Effective Time, the Parent and the Company shall cooperate to establish procedures with the Paying Agent and the Depository Trust Company (“DTC”) to ensure that (x) if the Closing occurs at or prior to 11:30 am (New York time) on the Closing Date, the Paying Agent will transmit to DTC or its nominee on the Closing Date an amount in cash in immediately available funds equal to the number of shares of Common Stock held of record by this Section 2.02(b), each Certificate shall be deemed at any time after DTC or such nominee immediately prior to the Effective Time to represent only the right to receive upon such surrender multiplied by the Merger Consideration that (such amount, the holder thereof has “DTC Payment”), and (y) if the right Closing occurs after 11:30 am (New York time) on the Closing Date, the Paying Agent will transmit to receive pursuant DTC or its nominee on the first Business Day after the Closing Date an amount in cash in immediately available funds equal to the provisions of this Article II, any dividends or distributions to which the holder of such Certificate is entitled under Section 2.02(c) and any cash in lieu of any fractional share of Parent Common Stock to which the holder of such Certificate is entitled under Section 2.02(e). No interest shall be paid or shall accrue on any cash payable upon surrender of any CertificateDTC Payment.

Exchange Procedure. As soon as reasonably practicable after the Merger Effective Time, Parent shall cause the Exchange Agent to mail to each holder of record of a Certificate whose shares certificate or certificates representing Shares or Company Preferred Shares (the “Certificates”) or of Company Common Stock were converted into the right to receive the Merger Consideration pursuant to Section 2.01(c), OP Units (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 proper delivery of the Certificates to the Exchange Agent and shall be in such form and have such other reasonable and customary provisions as Parent may specifyAgent) and and, (ii) if applicable, instructions for use in surrendering effecting the surrender of the Certificates in exchange for the consideration (Aand any unpaid distributions and dividends) the Merger Considerationcontemplated by Section 2.2 and this Section 2.3, (B) any dividends or other distributions to which holders of Certificates are entitled pursuant to Section 2.02(c) and (C) including cash in lieu of any fractional shares of Parent Common Stock to which such holders are entitled pursuant to Section 2.02(e)Shares. Upon (i) surrender of a Certificate for cancelation cancellation to the Exchange Agent, together with if applicable, and (ii) delivery by such a holder of such letter of transmittal, duly completed and validly executed, and such other documents as may reasonably be required by the Exchange Agent, the such holder, if a holder of such a Certificate representing Shares or Company OP Units, shall be entitled to receive promptly in exchange therefor (x) certificates a certificate representing that number of whole shares Parent Shares, (y) a check representing the amount of cash in lieu of fractional shares, if any, and (z) unpaid dividends and distributions with respect to the Parent Common Stock which Shares as provided for in Section 2.3(c), if any, that such holder has the right to receive in respect of the Certificate surrendered pursuant to the provisions of this Article II after taking into account all the or in respect of such Company OP Units and, if a holder of a Certificate representing Company Preferred Shares, shall be entitled to receive promptly in exchange therefor (x) a certificate representing that number of shares of Company Common New Parent Preferred Stock then held by such holder under all such Certificates so surrendered, and (y) any unpaid dividends or other and distributions with respect to which the New Parent Preferred Stock as provided for in Section 2.3(c), if any, that such holder is entitled has the right to receive in respect of the Certificate surrendered pursuant to Section 2.02(c) and (z) the provisions of this Article II, in all such cases after giving effect to any required withholding Tax. No interest will be paid or accrued on the cash in lieu payable to holders of fractional shares of Parent Common Stock to which such holder is entitled pursuant to Section 2.02(e)Shares, and the Certificate so surrendered shall forthwith be canceledCompany OP Units or Company Preferred Shares. In the event of a transfer of ownership of Shares, Company Common Stock OP Units or Company Preferred Shares that is not registered in the transfer records of the CompanyCompany or Company OP, a certificate representing the proper number of Parent Shares or shares of New Parent Common Stock Preferred Stock, together with a check for the cash to be paid pursuant to this Section 2.3, may be issued to such a person other than the person in whose name the Certificate so surrendered is registered transferee if such Certificate shall be properly endorsed or such Certificate or Company OP Units shall otherwise be in proper form for transfer and the person requesting such issuance transferee shall pay any transfer or other taxes Taxes required by reason of the issuance of shares of Parent Common Stock payment to a person Person other than the registered holder of such Certificate or Company OP Units or establish to the reasonable satisfaction of Parent that such tax Tax has been paid or is not applicable. Until surrendered as contemplated by this Section 2.02(b), each Certificate Parent or the Exchange Agent shall be deemed at any time after entitled to deduct and withhold from the Effective Time to represent only the right to receive upon such surrender the Merger Consideration that the holder thereof has the right to receive consideration otherwise payable pursuant to this Agreement such amounts as Parent or the provisions Exchange Agent is required to deduct and withhold with respect to the making of such payment under the Code or under any provision of state, local or foreign Tax law. To the extent that amounts are so withheld by Parent or the Exchange Agent, such withheld amounts shall be treated for all purposes of this Article II, any dividends or distributions Agreement as having been paid to the Person in respect of which the holder of such Certificate is entitled under Section 2.02(c) deduction and any cash in lieu of any fractional share of Parent Common Stock to which the holder of such Certificate is entitled under Section 2.02(e). No interest shall be paid or shall accrue on any cash payable upon surrender of any Certificatewithholding was made.

Exchange Procedure. As soon as reasonably practicable after the Effective Time (but in any event, no later than three Business Days after the Effective Time), Parent Spartan Stores shall cause the Exchange Agent to mail to each holder of record of a Certificate whose shares of Company Xxxx-Xxxxx Common Stock were converted into (other than Excluded Shares), as of the right to receive the Merger Consideration pursuant to Section 2.01(c)Effective Time, (i) a form of letter of transmittal (which shall be in customary form and shall specify that delivery shall will be effected, and risk of loss and title to the Certificates held by such person shall or Book-Entry Shares will pass, only upon proper delivery of the such Certificates or Book-Entry Shares to the Exchange Agent upon adherence to the procedures set forth in the letter of transmittal) for use in effecting the surrender of Certificates or Book-Entry Shares in exchange for the Merger Consideration, any cash in lieu of fractional shares payable pursuant to Section 3.7 and shall be in such form and have such any dividends or other reasonable and customary provisions as Parent may specify) distributions payable pursuant to Section 3.4, and (ii) instructions for use in surrendering effecting the surrender of such Certificates or Book-Entry Shares in exchange for (A) the Merger Consideration, (B) any cash in lieu of fractional shares payable pursuant to Section 3.7 and any dividends or other distributions to which holders of Certificates are entitled payable pursuant to Section 2.02(c) and (C) cash in lieu of any fractional shares of Parent Common Stock to which such holders are entitled pursuant to Section 2.02(e)3.4. Upon surrender of a Certificate or of Book-Entry Shares for cancelation cancellation to the Exchange Agent, together with such letter of transmittal, duly completed and validly executedexecuted in accordance with the instructions thereto, and such other documents as may reasonably be required by the Exchange Agent, the each holder of such a Certificate or of Book Entry Shares shall be entitled to receive in exchange therefor (xA) certificates book-entry shares representing that the number of whole shares of Parent Common Stock which such holder has the right to receive pursuant to the provisions of this Article II after taking into account all the shares of Company Common Stock then held by such holder under all such Certificates so surrendered, (y) any dividends or other distributions to which such holder is entitled pursuant to Section 2.02(c) and (z) cash in lieu of fractional shares of Parent Spartan Stores Common Stock to which such holder is entitled pursuant to Section 2.02(e)3.1, (B) cash in lieu of any fractional shares payable pursuant to Section 3.7, and the Certificate (C) any dividends or distributions payable pursuant to Section 3.4, and such Certificates and Book-Entry Shares so surrendered shall forthwith be canceled. In the event of a transfer of ownership of Company Xxxx-Xxxxx Common Stock that is not registered in the transfer records of Xxxx-Xxxxx, payment of the Company, a certificate representing the proper number of shares of Parent Common Stock Merger Consideration may be issued made to a person Person other than the person Person in whose name the Certificate Certificates or Book-Entry Shares so surrendered is are registered if such Certificate shall be properly endorsed or otherwise be in proper form for transfer and the person Person requesting such issuance payment shall pay any transfer or other taxes Taxes required by reason of the issuance of shares of Parent Common Stock to a person other than the registered holder of such Certificate transfer or establish establish, to the reasonable satisfaction of Parent Spartan Stores, that such tax has Taxes have been paid or is are not applicable. Until surrendered as contemplated by this Section 2.02(b3.3(b), each Certificate and Book-Entry Share shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration that the holder thereof has the right to receive pursuant to the provisions of this Article IIConsideration, any dividends or distributions to which the holder of such Certificate is entitled under Section 2.02(c) and any cash in lieu of fractional shares payable pursuant to Section 3.7and any fractional share of Parent Common Stock dividends or other distributions payable pursuant to which the holder of such Certificate is entitled under Section 2.02(e). No interest shall be paid or shall accrue on any cash payable upon surrender of any Certificate3.4.

Exchange Procedure. As soon as reasonably practicable Promptly (and in any event no later than two Business Days) after the Effective Time, Parent shall cause direct the Exchange Paying Agent to mail to each holder of record of a Certificate whose certificate or certificates (if any), or a non-certificated share or non-certificated shares, that immediately prior to the Effective Time represented outstanding shares of Company Common Stock (the “Certificates” or “Book-Entry Shares,” respectively) which were converted into the right to receive the Merger Consideration pursuant to Section 2.01(c), ) (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 proper delivery of the Certificates to the Exchange Agent Paying Agent, and shall be in such customary form and have such other reasonable and customary provisions as Parent and the Company may specifyreasonably agree prior to the Effective Time) and (ii) instructions for use in surrendering effecting the surrender of the Certificates or Book-Entry Shares, as applicable, in exchange for the Merger Consideration. Upon (A) in the Merger Considerationcase of a Certificate, (B) any dividends or other distributions to which holders of Certificates are entitled pursuant to Section 2.02(c) and (C) cash in lieu of any fractional shares of Parent Common Stock to which such holders are entitled pursuant to Section 2.02(e). Upon surrender of a such Certificate for cancelation to the Exchange AgentPaying Agent for cancellation, together with such letter of transmittal, duly completed and validly executed, and such other documents as may reasonably be required by the Exchange AgentPaying Agent or (B) in the case of Book-Entry Shares, receipt of an “agent’s message” by the Paying Agent (or such other evidence, if any, of the transfer as the Paying Agent may reasonably request), the holder of such Certificate or Book-Entry Share, as applicable, shall be entitled to receive in exchange therefor (x) certificates representing that number of whole shares of Parent Common Stock which such holder has the right to receive pursuant to the provisions of this Article II after taking into account all the shares Merger Consideration for each share of Company Common Stock then held theretofore represented by such holder under all such Certificates so surrenderedCertificate or Book-Entry Share, (y) any dividends or other distributions to which such holder is entitled as applicable, pursuant to Section 2.02(c) and (z) cash in lieu of fractional shares of Parent Common Stock to which such holder is entitled pursuant to Section 2.02(e2.01(c), and the Certificate or Book-Entry Share, as applicable, so surrendered shall forthwith be canceled. In the event of a transfer of ownership of Company Common Stock that is not registered in the transfer records of the Company, a certificate representing the proper number of shares of Parent Common Stock payment may be issued made to a person Person other than the person Person in whose name the Certificate so surrendered is registered if such Certificate shall be properly endorsed or otherwise be in proper form for transfer and the person Person requesting such issuance payment shall pay any transfer or other taxes Taxes required by reason of the issuance of shares of Parent Common Stock payment to a person Person other than the registered holder of such Certificate or establish to the reasonable satisfaction of Parent that such tax Tax has been paid or is not applicable. Until surrendered as contemplated by this Section 2.02(b)2.02, each Certificate or Book-Entry Share shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration that the holder thereof has the right to receive pursuant to the provisions of in accordance with this Article II, any dividends or distributions to which the holder of such Certificate is entitled under Section 2.02(c) and any cash in lieu of any fractional share of Parent Common Stock to which the holder of such Certificate is entitled under Section 2.02(e). No interest shall be paid or shall accrue on any the cash payable upon surrender to any holder of any Certificatea Certificate or Book-Entry Share in accordance with the provisions of this Article II.

Exchange Procedure. As soon as reasonably practicable after the Effective Time, Parent Colonial shall use commercially reasonable efforts to cause the Exchange Agent to mail to each holder of record of a Certificate or Certificates which immediately prior to the Effective Time represented outstanding Cornerstone Common Shares (other than to holders of Cornerstone Common Shares who previously surrendered with their Form of Election their Certificates for Cornerstone Common Shares) whose shares of Company Common Stock were converted into the right to receive the Merger Consideration pursuant to Section 2.01(c)1.8(a) and Section 1.10, (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 proper delivery of the Certificates to the Exchange Agent and shall be in such a form and have such other reasonable and customary provisions as Parent Colonial may reasonably specify) and (ii) instructions for use in surrendering effecting the surrender of the Certificates in exchange for (A) the Merger Consideration. To the extent not previously surrendered with a Form of Election, (B) any dividends or other distributions to which holders of Certificates are entitled pursuant to Section 2.02(c) and (C) cash in lieu of any fractional shares of Parent Common Stock to which such holders are entitled pursuant to Section 2.02(e). Upon upon surrender of a Certificate for cancelation cancellation to the Exchange AgentAgent or to such other agent or agents as may be appointed by Colonial, together with such letter of transmittal, duly completed and validly executed, and such other documents as may reasonably be required by the Exchange Agent, the holder of such Certificate shall be entitled to receive in exchange therefor (x) certificates representing that number of whole shares of Parent the Merger Consideration into which the Cornerstone Common Stock which such holder has the right to receive pursuant to the provisions of this Article II after taking into account all the shares of Company Common Stock then held Shares theretofore represented by such holder under all such Certificates so surrendered, (y) any dividends or other distributions to which such holder is entitled Certificate shall have been converted pursuant to Section 2.02(c1.8(a) and (z) cash Section 1.10, together with cash, if any, payable in lieu of fractional shares of Parent Common Stock to which such holder is entitled pursuant to Section 2.02(e1.13(g), to be mailed (or made available for collection by hand if so elected by the surrendering holder) within five business days of receipt thereof, and the Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of Company Cornerstone Common Stock that Shares which is not registered in the transfer records of the CompanyCornerstone, a certificate representing the proper number of shares of Parent Common Stock payment may be issued made to a person Person other than the person Person in whose name the Certificate so surrendered is registered if such Certificate shall be properly endorsed or otherwise be in proper form for transfer and the person Person requesting such issuance payment either shall pay any transfer or other taxes Taxes required by reason of the issuance of shares of Parent Common Stock such payment being made to a person Person other than the registered holder of such Certificate or establish to the reasonable satisfaction of Parent Colonial that such tax has Tax or Taxes have been paid or is are not applicable. Until surrendered as contemplated by this Section 2.02(b)1.13, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration that Consideration, without interest, into which the holder thereof has the right to receive Cornerstone Common Shares theretofore represented by such Certificate shall have been converted pursuant to the provisions of this Article IISection 1.8 and Section 1.10, any dividends or distributions to which the holder of such Certificate is entitled under Section 2.02(c) and any cash payable in lieu of any fractional share of Parent Common Stock shares pursuant to which the holder of such Certificate is entitled under Section 2.02(e1.13(g). No interest shall will be paid or shall will accrue on the Merger Consideration upon the surrender of any Certificate or on any cash payable upon surrender pursuant to Section 1.13(d) or Section 1.13(g). Colonial or the Exchange Agent, as applicable, shall be entitled, in its sole and absolute discretion, to deduct and withhold from the cash, Colonial Common Shares or Colonial Series E Preferred Depositary Shares, or any combination thereof, that otherwise is payable pursuant to this Agreement to any holder of Cornerstone Common Shares such amounts as Colonial or the Exchange Agent is required to deduct and withhold with respect to the making of such payment under the Code or under any Certificateprovision of federal, state, local or foreign Tax law. For this purpose, (x) any Colonial Common Shares deducted and withheld by Colonial shall be valued at the last trading price of the Colonial Common Shares on the NYSE on the Effective Date of the Merger and (y) any Colonial Series E Preferred Depositary Shares deducted and withheld by Colonial shall be valued at $25.00 (i.e., 1/100th of the liquidation preference of a Colonial Series E Preferred Share). To the extent that amounts are so withheld by Colonial or the Exchange Agent, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the holder of Cornerstone Common Shares in respect of which such deduction and withholding was made by Colonial or the Exchange Agent.

Exchange Procedure. As soon as reasonably practicable after the Effective Time, Parent and in any event no later than five Business Days thereafter, the Exchange Agent shall, and Newco shall use its reasonable efforts to cause the Exchange Agent to to, mail to each holder of record of a an IMC Certificate that immediately prior to the Effective Time represented outstanding shares of IMC Stock whose shares of Company Common Stock were converted into and became the right to receive the Merger Consideration shares of Newco Stock pursuant to Section 2.01(c)3.01 and Section 3.02, respectively, (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the IMC Certificates held by such person shall pass, only upon proper delivery of the IMC Certificates to the Exchange Agent and shall be in such form and have such other reasonable and customary provisions as Parent Newco may reasonably specify) and (ii) instructions for use in surrendering effecting the surrender of the IMC Certificates in exchange for (A) the Merger Consideration, (B) any dividends or other distributions to which holders of Certificates are entitled pursuant to Section 2.02(c) and (C) cash in lieu of any fractional shares of Parent Common Stock to which such holders are entitled pursuant to Section 2.02(e)Newco Certificates. Upon surrender of a an IMC Certificate for cancelation cancellation to the Exchange Agent, together with such letter of transmittal, duly properly completed and validly duly executed, and such other documents as may be reasonably be required by the Exchange Agent, the holder of such IMC Certificate shall be entitled to receive in exchange therefor (xa Newco Certificate(s) certificates representing that the number and class of whole shares of Parent Common Newco Stock which such holder has the right to receive pursuant to the provisions of this Article II after taking into account all the shares of Company Common Stock then held by such holder under all such Certificates so surrendered, (y) any dividends or other distributions to which such holder is entitled pursuant to Section 2.02(c) and (z) cash in lieu of fractional shares of Parent Common Stock to which such holder is entitled pursuant to Section 2.02(e)III, and the IMC Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of Company Common Stock that is not registered in an IMC Certificate after the transfer records of the CompanyEffective Time, a certificate representing the proper number of shares of Parent Common Stock exchange may be issued made to a person Person other than the person Person in whose name the IMC Certificate so surrendered is registered registered, if such IMC Certificate shall be properly endorsed or otherwise be in proper form for transfer and shall be accompanied by evidence satisfactory to the person requesting such issuance shall pay Exchange Agent that any transfer or other taxes required by reason of such exchange in the issuance of shares of Parent Common Stock to a person name other than that of the registered holder of such IMC Certificate or establish to the reasonable satisfaction of Parent that such tax instrument either has been paid or is not applicablepayable. Until surrendered as contemplated by this Section 2.02(b)3.05, each IMC Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender a Newco Certificate or Certificates evidencing the Merger Consideration that the holder thereof has the right to receive pursuant to the provisions of this Article II, any dividends or distributions to which the holder of such Certificate thereof is entitled under in accordance with Section 2.02(c) 3.01 or Section 3.02, as the case may be, and any cash in lieu of any fractional share of Parent Common Stock dividends and other distributions to which the such holder of such Certificate is entitled under pursuant to Section 2.02(e3.05(f). No interest shall be paid or shall accrue on any cash payable upon surrender of any Certificate.

Exchange Procedure. As soon as reasonably practicable Promptly after the Effective Time, Parent shall cause the Exchange Agent to shall mail to each holder of record of a Certificate certificate or certificates which immediately prior to the Effective Time represented outstanding shares of Class A Common Stock whose shares of Company Common Stock were converted into the right to receive the Merger Consideration cash pursuant to Section 2.01(c), (i6(B) of this Plan of Merger a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates held by certificates representing such person shares of Class A Common Stock shall pass, only upon proper delivery of the Certificates certificates representing such shares of Class A Common Stock to the Exchange Agent and shall be in such form and have such other reasonable and customary provisions as Parent the Exchange Agent may reasonably specify) ), and (ii) instructions for use in surrendering effecting the Certificates surrender of the certificates representing such shares of Class A Common Stock, in exchange for (A) the Merger Consideration, (B) any dividends or other distributions to which holders of Certificates are entitled pursuant to Section 2.02(c) and (C) cash in lieu of any fractional shares of Parent Common Stock to which such holders are entitled pursuant to Section 2.02(e). Upon surrender of a Certificate for cancelation to the Exchange Agent, together with such letter Agent of transmittal, duly completed a certificate or certificates representing shares of Class A Common Stock and validly executed, and such other documents as may reasonably be required acceptance thereof by the Exchange Agent, the holder of such Certificate thereof shall be entitled to receive in exchange therefor (x) certificates representing that number the amount of whole shares of Parent Common Stock cash into which such holder has the right to receive pursuant to the provisions of this Article II after taking into account all the shares of Company Common Stock then held by such holder under all such Certificates so surrendered, (y) any dividends or other distributions to which such holder is entitled pursuant to Section 2.02(c) and (z) cash in lieu of fractional shares of Parent Common Stock to which such holder is entitled pursuant to Section 2.02(e), and the Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of Company Common Stock that is not registered in the transfer records of the Company, a certificate representing the proper number of shares of Parent Class A Common Stock previously represented by such certificate or certificates surrendered shall have been converted pursuant to this Agreement. The Exchange Agent shall accept such certificates upon compliance with such reasonable terms and conditions as the Exchange Agent may impose to effect an orderly exchange thereof in accordance with normal exchange practices. After the Effective Time, there shall be issued no further transfer on the records of the Company or its transfer agent of certificates representing shares of Class A Common Stock and if such certificates are presented to the Company for transfer, they shall be canceled against delivery of the Merger Consideration allocable to the shares of Class A Common Stock represented by such certificate or certificates. If any Merger Consideration is to be remitted to a person name other than that in which the person in whose name certificate for the Certificate Class A Common Stock surrendered for exchange is registered, it shall be a condition of such exchange that the certificate so surrendered is registered if such Certificate shall be properly endorsed endorsed, with signature guaranteed, or otherwise be in proper form for transfer and that the person requesting such issuance exchange shall pay to the Company, or its transfer agent, any transfer or other taxes required by reason of the issuance payment of shares of Parent Common Stock the Merger Consideration to a person name other than that of the registered holder of such Certificate the certificate surrendered, or establish to the reasonable satisfaction of Parent the Company or its transfer agent that such tax has been paid or is not applicable. Until surrendered surrendered, as contemplated by this Section 2.02(b)7, each Certificate certificate for shares of Class A Common Stock shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration that the holder thereof has the right to receive pursuant allocable to the provisions shares represented by such certificate as contemplated by Section 6(B) of this Article II, any dividends or distributions to which the holder Plan of such Certificate is entitled under Section 2.02(c) and any cash in lieu of any fractional share of Parent Common Stock to which the holder of such Certificate is entitled under Section 2.02(e)Merger. No interest will be paid or will accrue on any amount payable as Merger Consideration. Subject to completion of the documentation referred to above, the Merger Consideration shall be paid or shall accrue on any cash payable upon surrender at the Effective Time to holders of any CertificateClass A Common Stock.

Exchange Procedure. As soon as reasonably practicable after the Effective Time, Parent shall cause the Exchange Agent to shall mail to each holder of record of a Certificate certificate or certificates which immediately prior to the Effective Time represented outstanding shares of Common Shares (the "Certificates") whose shares of Company Common Stock were converted into the right to receive the Merger Consideration pursuant to Section 2.01(c), SECTION 2.1.2 (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 proper delivery of the Certificates to the Exchange Agent and shall be in such a form and have such other reasonable and customary provisions as Parent Acquiror may reasonably specify) and (ii) instructions for use in surrendering effecting the surrender of the Certificates in exchange for (A) the Merger Consideration, (B) any dividends or other distributions to which holders of Certificates are entitled pursuant to Section 2.02(c) and (C) cash in lieu of any fractional shares of Parent Common Stock to which such holders are entitled pursuant to Section 2.02(e). Upon surrender of a Certificate for cancelation cancellation to the Exchange AgentAgent or to such other agent or agents as may be appointed by Acquiror, together with such letter of transmittal, duly completed and validly executed, and such other documents as may reasonably be required by the Exchange Agent, the holder of such Certificate shall be entitled to receive in exchange therefor (x) certificates representing that number of whole shares of Parent Common Stock the Merger Consideration into which such holder has the right to receive pursuant to the provisions of this Article II after taking into account all the shares of Company Common Stock then held Shares theretofore represented by such holder under all such Certificates so surrendered, (y) Certificate shall have been converted pursuant to SECTION 2.1.2 and any dividends or other distributions to which such holder is entitled pursuant to Section 2.02(c) and (z) cash in lieu of fractional shares of Parent Common Stock to which such holder is entitled pursuant to Section 2.02(e)SECTION 2.2.4, and the Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of Company Common Stock that Shares which is not registered in the transfer records of the Company, a certificate representing the proper number of shares of Parent Common Stock payment may be issued made to a person Person other than the person Person in whose name the Certificate so surrendered is registered if such Certificate shall be properly endorsed or otherwise be in proper form for transfer and the person Person requesting such issuance payment either shall pay any transfer or other taxes required by reason of the issuance of shares of Parent Common Stock such payment being made to a person Person other than the registered holder of such Certificate or establish to the reasonable satisfaction of Parent Acquiror that such tax has or taxes have been paid or is are not applicable. Until surrendered as contemplated by this Section 2.02(b)SECTION 2.2, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration that Consideration, without interest, into which the holder thereof has the right to receive shares of Common Shares theretofore represented by such Certificate shall have been converted pursuant to the provisions of this Article IISECTION 2.1.2, and any dividends or other distributions to which such holder is entitled pursuant to SECTION 2.2.4. No interest will be paid or will accrue on the Merger Consideration upon the surrender of any Certificate or on any cash payable pursuant to SECTION 2.2.4 or SECTION 2.2.7. 3 9 2.2.4 RECORD DATES FOR FINAL DIVIDENDS; DISTRIBUTIONS WITH RESPECT TO UNEXCHANGED SHARES. (i) To the extent necessary to satisfy the requirements of SECTION 857(A)(1) of the Code for the taxable year of the Company ending at the Effective Time, the Company shall declare a dividend (the "Final Company Dividend") to holders of Common Shares, the record date for which shall be close of business on the last business day prior to the Effective Time, in an amount equal to the minimum dividend sufficient to permit the Company to satisfy such requirements. If the Company determines it necessary to declare the Final Company Dividend, it shall notify Acquiror at least ten (10) days prior to the date for the Company Shareholders Meeting, and Acquiror shall declare a dividend per share to holders of Acquiror Common Stock, the record date for which shall be the close of business on the last business day prior to the Effective Time, in an amount per share equal to the quotient obtained by dividing (x) the Final Company Dividend per share of Common Shares paid by the Company by (y) the Exchange Ratio. The dividends payable hereunder to holders of Common Shares shall be paid upon presentation of the certificates of Common Shares for exchange in accordance with this ARTICLE II, and shall be payable solely from the separate funds of the Company, which shall be provided to the Exchange Agent on or before the Effective Time for this purpose. (ii) No dividends or other distributions with respect to Acquiror Common Stock with a record date after the Effective Time shall be paid to the holder of any unsurrendered Certificate with respect to the shares of Acquiror Common Stock represented thereby, and no cash payment in lieu of fractional shares shall be paid to any such holder pursuant to SECTION 2.2.7, in each case, until the surrender of such Certificate in accordance with this ARTICLE II. Subject to the effect of applicable escheat laws, following surrender of any such Certificate there shall be paid to the holder of such Certificate is entitled under Section 2.02(cCertificate, without interest, (i) and at the time of such surrender, the amount of any cash payable in lieu of any fractional share of Parent Acquiror Common Stock to which the such holder of is entitled pursuant to SECTION 2.2.7 and (ii) if such Certificate is entitled under Section 2.02(e)exchangeable for one or more whole shares of Acquiror Common Stock, (x) at the time of such surrender the amount of dividends or other distributions with a record date after the Effective Time theretofore paid with respect to such whole shares of Acquiror Common Stock and (y) at the appropriate payment date, the amount of dividends or other distributions with a record date after the Effective Time but prior to such surrender and with a payment date subsequent to such surrender payable with respect to such whole shares of Acquiror Common Stock. No interest shall be paid or shall accrue on any cash payable upon surrender of any Certificate.2.2.5

Exchange Procedure. As soon as reasonably practicable after the Effective TimeTime of the Merger, Parent shall cause the Exchange Agent to shall mail to each holder of record of a Certificate whose shares certificate or certificates that immediately prior to the Effective Time of Company Common Stock were converted into the right to receive the Merger Consideration pursuant to Section 2.01(crepresented outstanding Company Shares (the "CERTIFICATES"), other than the Company, and any wholly owned Subsidiary of the Company, (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 proper delivery of the Certificates to the Exchange Agent and shall be in such a form and have such other reasonable and customary provisions as Parent EarthLink may reasonably specify) and (ii) instructions for use in surrendering effecting the surrender of the Certificates in exchange for the certificates representing the EarthLink Stock Portion and cash (A) in payment of the Merger Consideration, (B) any dividends or other distributions to which holders of Certificates are entitled pursuant to Section 2.02(cCash Portion) and (C) any additional cash in lieu of any a fractional shares share of Parent EarthLink Common Stock to which such holders are entitled pursuant to Section 2.02(e)Stock. Upon surrender of a Certificate for cancelation cancellation to the Exchange Agent, together with such letter of transmittal, duly completed and validly executed, and such other documents as may reasonably be required by the Exchange Agent, the holder of such Certificate shall be entitled to receive in exchange therefor the applicable amount of the Merger Consideration consisting of (xi) a certificate or certificates representing that the number of whole shares of Parent EarthLink Common Stock and cash into which the Company Shares theretofore represented by such holder has the right to receive Certificate shall have been converted pursuant to the provisions of this Article II after taking into account all the shares of Company Common Stock then held by such holder under all such Certificates so surrenderedSECTION 2.1, and (yii) any dividends or other distributions to which such holder is entitled pursuant to Section 2.02(c) and (z) cash payable in lieu of a fractional shares share of Parent EarthLink Common Stock to which such holder is entitled pursuant to Section 2.02(e)Stock, and the Certificate so surrendered shall forthwith be canceled. In If the event shares of a transfer of ownership of Company EarthLink Common Stock that is not registered in the transfer records of the Company, a certificate representing the proper number of shares of Parent Common Stock may are to be issued to a person Person other than the person Person in whose name the Certificate so surrendered is registered if registered, it shall be a condition of exchange that such Certificate shall be properly endorsed or otherwise be in proper form for transfer and that the person Person requesting such issuance exchange shall pay any transfer or other taxes required by reason of the issuance of shares of Parent Common Stock exchange to a person Person other than the registered holder of such Certificate or establish to the reasonable satisfaction of Parent EarthLink that such tax has been paid or is not applicable. Until surrendered as contemplated by this Section 2.02(b)SECTION 2.2, each Certificate shall be deemed at any time after the Effective Time of the Merger to represent only the right to receive receive, upon surrender of such surrender Certificate in accordance with this SECTION 2.2(c), the applicable amount of the Merger Consideration that consisting of the holder thereof has the right to receive pursuant to the provisions number of this Article IIshares of EarthLink Common Stock and cash and, any dividends or distributions to which the holder of such Certificate is entitled under Section 2.02(c) and any cash additional cash, if any, in lieu of any a fractional share of Parent EarthLink Common Stock to into which the holder of Company Shares theretofore represented by such Certificate is shall have been converted pursuant to SECTION 2.1. The Exchange Agent shall not be entitled under Section 2.02(e). No interest to vote or exercise any rights of ownership with respect to the EarthLink Common Stock held by it from time to time hereunder, except that it shall be receive and hold all dividends or other distributions paid or shall accrue on any cash payable upon surrender distributed with respect thereto for the account of any CertificatePersons entitled thereto.

Exchange Procedure. As soon as reasonably practicable after the Effective Time, Parent shall cause the Exchange Agent to shall mail to each holder of record of a Certificate whose certificate or certificates which immediately prior to the Effective Time represented outstanding shares of Company Common Stock (the "Certificates") whose shares were converted into the right to receive the Merger Consideration pursuant to Section 2.01(c)1.6, (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 proper delivery of the Certificates to the Exchange Agent and shall be in such a form and have such other reasonable and customary provisions as Parent may reasonably specify) and (ii) instructions for use in surrendering effecting the surrender of the Certificates in exchange for (A) the Merger Consideration, (B) any dividends or other distributions to which holders of Certificates are entitled pursuant to Section 2.02(c) and (C) cash in lieu of any fractional shares of Parent Common Stock to which such holders are entitled pursuant to Section 2.02(e). Upon surrender of a Certificate for cancelation cancellation to the Exchange AgentAgent or to such other agent or agents as may be appointed by the Parent, together with such letter of transmittal, duly completed and validly executed, and such other documents as may reasonably be required by the Exchange Agent, the holder of such Certificate shall be entitled to receive in exchange therefor (x) certificates representing that the number of whole shares of Parent Common Stock into which such holder has the right to receive pursuant to the provisions of this Article II after taking into account all the shares of Company Common Stock then held theretofore represented by such holder under all such Certificates so surrendered, (y) any dividends or other distributions to which such holder is entitled Certificate shall have been converted pursuant to Section 2.02(c) and (z) cash in lieu of fractional shares of Parent Common Stock to which such holder is entitled pursuant to Section 2.02(e)1.6, and the Certificate so surrendered shall forthwith be canceledcancelled. In the event of a transfer of ownership of Company Common Stock that which is not registered in the transfer records of the Company, a certificate representing the proper number of shares of Parent Common Stock Merger Consideration may be issued distributed to a person other than the person in whose name the Certificate so surrendered is registered registered, if such Certificate shall be properly endorsed or otherwise be in proper form for transfer and the person requesting such issuance payment shall pay any transfer or other taxes required by reason of the issuance of shares of Parent Common Stock payment to a person other than the registered holder of such Certificate or establish to the reasonable satisfaction of Parent the Surviving Corporation that such tax has been paid or is not applicable. Until surrendered as contemplated by this Section 2.02(b)1.8, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration that the holder thereof has the right to receive pursuant to the provisions number of this Article II, any dividends or distributions to which the holder of such Certificate is entitled under Section 2.02(c) and any cash in lieu of any fractional share shares of Parent Common Stock to into which the holder shares of Company Common Stock theretofore represented by such Certificate is entitled under shall have been converted pursuant to Section 2.02(e). No interest shall be paid or shall accrue on any cash payable upon surrender of any Certificate1.6.

Exchange Procedure. As soon as reasonably practicable If Power Mount has elected to have an assay exchange for a particular Lot, the Parties shall exchange the results of their respective completed assays by registered mail on an agreed upon date which shall be no later than thirty-five (35) days after the Effective Timedate of Power Mount's delivery of that Lot to the Facility, Parent and the Parties shall cause confirm such assays by an exchange of facsimiles on the Exchange Agent next Business Day. The Platinum, Palladium, and Rhodium assays in the samples shall be reported on a dry basis calculated to mail four significant figures following a minimum drying period of two (2) hours at a temperature of 120 to 125 degrees Celsius. The splitting limit with respect to Platinum and Palladium shall be [**] relative to the Platinum or Palladium content (as applicable) as assayed by Stillwater, and the splitting limit with respect to Rhodium shall be [**] relative to the Rhodium content as assayed by Stillwater. If the Parties' assays with respect to a particular Metal are within the applicable splitting limit, the Final Assay for such Metal contained in such Lot shall be calculated as the arithmetic mean of the Metal content in the two exchanged assays. If the Parties' assays for a particular Metal are not within the applicable splitting limit, the Parties shall cooperate in good faith to reach an agreement with respect to the final settlement figures. If such an agreement cannot be reached within two (2) Business Days after the exchange of the Parties' Results. Stillwater shall send the retained Sample Split for that Lot to an Umpire for independent analysis. The Umpire shall be selected from among the analysts listed on Appendix C on a rotating basis, sampled Lot by sampled Lot. The Umpire will provide its analysis (on a dry weight basis determined on a pulverized sample) of the Metal or Metals for which a final settlement figure was not reached by the Parties. The final settlement figures shall then be calculated based on a comparison of the assays of the individual Metal as assayed by each holder of record of the Parties (each, a Certificate whose shares of Company Common Stock were converted into "Party Result") and by the right to receive Umpire (the Merger Consideration pursuant to Section 2.01(c"Umpire Result"), in each case expressed in xxxx ounces per dry Short Ton calculated to four significant figures. If the Umpire Result is between the two Party Results, then the arithmetic mean of the Umpire Result and the Party Result which is closer to the Umpire Result will be the Final Assay for such Metal in such Lot. If the Umpire Result is higher than the higher of the two Party Results or lower than the lower of the two Party Results, then the Party Result which is closer to the Umpire Result will be the Final Assay for such Metal in such Lot. For each Metal, the Umpire's costs of analyzing the samples will be born (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to by the Certificates held by Party whose Party Result for such person shall pass, only upon proper delivery of Metal is further from the Certificates to the Exchange Agent and shall be in Umpire Result for such form and have such other reasonable and customary provisions as Parent may specify) and Metal or (ii) instructions if the Umpire Result for use in surrendering such Metal is the Certificates in exchange for (A) the Merger Consideration, (B) any dividends or other distributions to which holders of Certificates are entitled pursuant to Section 2.02(c) and (C) cash in lieu of any fractional shares of Parent Common Stock to which such holders are entitled pursuant to Section 2.02(e). Upon surrender of a Certificate for cancelation to the Exchange Agent, together with such letter of transmittal, duly completed and validly executed, and such other documents as may reasonably be required by the Exchange Agent, the holder of such Certificate shall be entitled to receive in exchange therefor (x) certificates representing that number of whole shares of Parent Common Stock which such holder has the right to receive pursuant to the provisions of this Article II after taking into account all the shares of Company Common Stock then held by such holder under all such Certificates so surrendered, (y) any dividends or other distributions to which such holder is entitled pursuant to Section 2.02(c) and (z) cash in lieu of fractional shares of Parent Common Stock to which such holder is entitled pursuant to Section 2.02(e), and the Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of Company Common Stock that is not registered in the transfer records exact arithmetic mean of the Companytwo Party Results for such Metal, a certificate representing the proper number of shares of Parent Common Stock may be issued to a person other than the person in whose name the Certificate so surrendered is registered if such Certificate shall be properly endorsed or otherwise be in proper form for transfer and the person requesting such issuance shall pay any transfer or other taxes required by reason of the issuance of shares of Parent Common Stock to a person other than the registered holder of such Certificate or establish to the reasonable satisfaction of Parent that such tax has been paid or is not applicable. Until surrendered as contemplated by this Section 2.02(b), each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration that the holder thereof has the right to receive pursuant to the provisions of this Article II, any dividends or distributions to which the holder of such Certificate is entitled under Section 2.02(c) and any cash in lieu of any fractional share of Parent Common Stock to which the holder of such Certificate is entitled under Section 2.02(e). No interest shall be paid or shall accrue on any cash payable upon surrender of any Certificateboth Parties equally.

Exchange Procedure. As soon as reasonably practicable after the ------------------ Effective Time, Parent Barcelo and the Surviving Corporation shall cause the Exchange Paying Agent to mail to each holder of record as of the Effective Time of a Certificate Crestline Certificate, which immediately prior to the Effective Time represented outstanding shares of Crestline Common Stock and the associated Rights, whose shares of Company Common Stock were converted into the right to receive the Merger Consideration pursuant to Section 2.01(c)3.1, (i) a letter of transmittal (which shall specify that delivery shall be effectedeffective, and risk of loss and title to the Crestline Certificates held by such person shall pass, only upon proper delivery of the Crestline Certificates to the Exchange Paying Agent and shall be in such form and have such other reasonable and customary provisions as Parent the Surviving Corporation may reasonably specify) ), and (ii) instructions for use in surrendering affecting the surrender of the Crestline Certificates in exchange for (A) the Merger Consideration, (B) any dividends or other distributions to which holders of Certificates are entitled pursuant to Section 2.02(c) and (C) cash in lieu of any fractional shares of Parent Common Stock to which such holders are entitled pursuant to Section 2.02(e). Upon surrender of a Crestline Certificate for cancelation cancellation to the Exchange AgentPaying 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, and such other documents as may reasonably be required by the Exchange Paying Agent, the holder of such Crestline Certificate shall be entitled to receive in exchange therefor (x) certificates representing that number of whole shares of Parent Common Stock the Merger Consideration into which such holder has the right to receive pursuant to the provisions of this Article II after taking into account all the shares of Company Crestline Common Stock then held and the associated Rights theretofore represented by such holder under all such Certificates so surrendered, (y) any dividends or other distributions to which such holder is entitled Crestline Certificate shall have been converted pursuant to Section 2.02(c) and (z) cash in lieu of fractional shares of Parent Common Stock to which such holder is entitled pursuant to Section 2.02(e)3.1, and the Crestline Certificate so surrendered shall forthwith be canceledcancelled. In the event of a transfer of ownership of Company such Crestline Common Stock that and the associated Rights which is not registered in the transfer records of the CompanyCrestline, a certificate representing the proper number of shares of Parent Common Stock payment may be issued made to a person Person other than the person Person in whose name the Crestline Certificate so surrendered is registered registered, if such Crestline Certificate shall be properly endorsed or otherwise be in proper form for transfer and the person Person requesting such issuance payment shall pay any transfer or other taxes required by reason of the issuance of shares of Parent Common Stock payment to a person Person other than the registered holder of such Crestline Certificate or establish to the reasonable satisfaction of Parent the Surviving Corporation that such tax has been paid or is not applicable. Until surrendered as contemplated by this Section 2.02(b3.2(b), each Crestline Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration that Consideration, without interest, into which the holder thereof has shares of Crestline Common Stock and the right to receive associated Rights theretofore represented by such Crestline Certificate shall have been converted pursuant to the provisions of this Article II, any dividends or distributions to which the holder of such Certificate is entitled under Section 2.02(c) and any cash in lieu of any fractional share of Parent Common Stock to which the holder of such Certificate is entitled under Section 2.02(e)3.1. No interest shall will be paid or shall will accrue on any cash the consideration payable upon the surrender of any Crestline Certificate.

Exchange Procedure. As soon as reasonably practicable Promptly after the Effective Time, Parent shall will cause the Exchange Agent to mail to each holder of record of a Certificate whose certificate or certificates which immediately prior to the Effective Time evidenced outstanding shares of Company Common Stock were converted into the right to receive the Merger Consideration pursuant to Section 2.01(c("CERTIFICATES"), (i) a notice of the effectiveness of the Merger; (ii) 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 proper delivery of the Certificates to the Exchange Agent and shall be in such customary form and have such other reasonable and customary provisions as Parent may specify) reasonably specify in accordance with the terms of this Agreement); and (iiiii) instructions for use in surrendering to effect the surrender of the Certificates in exchange for (A) the Merger Consideration, (B) any dividends or other distributions to which holders of Certificates are entitled pursuant to Section 2.02(c) and (C) cash in lieu of any fractional certificates representing shares of Parent Common Stock to which such holders are entitled pursuant to Section 2.02(e)Stock. Upon surrender of a Certificate for cancelation cancellation to the Exchange Agent, Agent together with such letter of transmittal, duly completed and validly executed, and such other customary documents as may reasonably be required by the Exchange Agentpursuant to such instructions, the holder of such Certificate shall be entitled to receive in exchange therefor (x) certificates a certificate representing that number of whole shares of Parent Common Stock and, if applicable, a check representing the cash consideration to which such holder may be entitled on account of a fractional share of Parent Common Stock, which such holder has the right to receive pursuant to the provisions of this Article II after taking into account all the shares of Company Common Stock then held by such holder under all such Certificates so surrendered, (y) any dividends or other distributions to which such holder is entitled pursuant to Section 2.02(c) and (z) cash in lieu of fractional shares of Parent Common Stock to which such holder is entitled pursuant to Section 2.02(e)I, and the Certificate so surrendered shall forthwith be canceledcancelled. In the event of a transfer of ownership of shares of Company Common Stock that which is not registered in the transfer records of the Company, a certificate representing the proper that number of whole shares of Parent Common Stock and, if applicable, a check representing the cash consideration to which such holder may be entitled on account of a fractional share of Parent Common Stock, which such holder has the right to receive pursuant to the provisions of this Article I, may be paid or issued to a person other than the person in whose name transferee if the Certificate so surrendered representing such Company Common Stock is registered if presented to the Exchange Agent, accompanied by all documents required to evidence and effect such Certificate shall be properly endorsed or otherwise be in proper form for transfer and by evidence that any applicable stock transfer taxes have been paid. In the person requesting event that any certificate for Company Common Stock shall have been lost, stolen or destroyed, the Exchange Agent shall issue in exchange therefor, upon the making of an affidavit of that fact by the holder thereof and such issuance shall pay any transfer bond, security, or other taxes required by reason indemnity as Parent may reasonably require, a certificate representing that number of the issuance of whole shares of Parent Common Stock and, if applicable, a check representing the cash consideration to which such holder may be entitled on account of a person other than fractional share of Parent Common Stock, which such holder has the registered holder of such Certificate or establish right to receive pursuant to the reasonable satisfaction provisions of Parent that such tax has been paid or is not applicable. this Article I. Until surrendered as contemplated by this Section 2.02(b)1.8, each Certificate shall be deemed at any time after the Effective Time to represent evidence only the right to receive upon such surrender a certificate representing that number of whole shares of Parent Common Stock and, if applicable, a check representing the Merger Consideration that the cash consideration to which such holder thereof may be entitled on account of a fractional share of Parent Common Stock, which such holder has the right to receive pursuant to the provisions of this Article II, any dividends or distributions to which the holder of such Certificate is entitled under Section 2.02(c) and any cash in lieu of any fractional share of Parent Common Stock to which the holder of such Certificate is entitled under Section 2.02(e). No interest shall be paid or shall accrue on any cash payable upon surrender of any Certificate.I.

Exchange Procedure. As soon as reasonably practicable (i) Promptly after the Effective Time, Parent and the Surviving Corporation shall cause the Exchange Paying Agent to mail deliver to each holder of record of (A) a Certificate whose certificate or certificates which immediately prior to the Effective Time represented outstanding shares of Company Common Stock were converted into (each, a “Certificate”) or (B) shares of Company Common Stock represented immediately prior to the right to receive the Merger Consideration pursuant to Section 2.01(cEffective Time by book-entry (“Book-Entry Shares”), appropriate transmittal materials and instructions (icollectively, the “Letter of Transmittal”) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the such Certificates held by such person shall pass, only upon proper delivery of the such Certificates to the Exchange Paying Agent and or, in the case of Book-Entry Shares, upon adherence to the procedures set forth in the Letter of Transmittal). The Certificates so delivered shall be in such form and have such other reasonable and customary provisions duly endorsed as Parent the Paying Agent may specify) and (ii) instructions for use in surrendering the Certificates in exchange for (A) the Merger Consideration, (B) any dividends or other distributions to which holders of Certificates are entitled pursuant to Section 2.02(c) and (C) cash in lieu of any fractional shares of Parent Common Stock to which such holders are entitled pursuant to Section 2.02(e). Upon surrender of a Certificate for cancelation to the Exchange Agent, together with such letter of transmittal, duly completed and validly executed, and such other documents as may reasonably be required by the Exchange Agent, the holder of such Certificate shall be entitled to receive in exchange therefor (x) certificates representing that number of whole shares of Parent Common Stock which such holder has the right to receive pursuant to the provisions of this Article II after taking into account all the shares of Company Common Stock then held by such holder under all such Certificates so surrendered, (y) any dividends or other distributions to which such holder is entitled pursuant to Section 2.02(c) and (z) cash in lieu of fractional shares of Parent Common Stock to which such holder is entitled pursuant to Section 2.02(e), and the Certificate so surrendered shall forthwith be canceledrequire. In the event of a transfer of ownership of shares of Company Common Stock represented by Certificates that is not registered in the transfer records of the Company, a certificate representing the proper number of shares of Parent Common Stock consideration provided in Section 3.1(a)(i) may be issued to a person other than transferee if the person in whose name Certificates representing such shares are delivered to the Paying Agent, accompanied by all documents required to evidence such transfer and by evidence satisfactory to the Paying Agent that any applicable stock transfer taxes have been paid. If any Certificate so surrendered is registered if shall have been lost, stolen, mislaid or destroyed, upon receipt of (x) an affidavit of that fact from the holder claiming such Certificate shall to be properly endorsed lost, mislaid, stolen or otherwise be in proper form for transfer destroyed, (y) such bond, security or indemnity as Parent and the person requesting Paying Agent may reasonably require and (z) any other documents necessary to evidence and effect the bona fide exchange thereof, the Paying Agent shall issue to such issuance shall pay any transfer holder the consideration into which the shares represented by such lost, stolen, mislaid or other taxes required by reason of the issuance of shares of Parent Common Stock to a person other than the registered holder of such Certificate or establish to the reasonable satisfaction of Parent that such tax has been paid or is not applicable. Until surrendered as contemplated by this Section 2.02(b), each destroyed Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration that the holder thereof has the right to receive pursuant to the provisions of this Article II, any dividends or distributions to which the holder of such Certificate is entitled under Section 2.02(c) and any cash in lieu of any fractional share of Parent Common Stock to which the holder of such Certificate is entitled under Section 2.02(e). No interest shall be paid or shall accrue on any cash payable upon surrender of any Certificatehave been converted.

Exchange Procedure. As soon as reasonably practicable after the Effective Time, Parent the Surviving Corporation shall cause the Exchange Paying Agent to mail to each holder of record of a Certificate whose certificate or certificates which immediately prior to the Effective Time represented outstanding shares of Company Common Stock (the "CERTIFICATES") whose shares were converted into the right to receive the Merger Consideration pursuant to Section 2.01(c)2.1, (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 proper delivery of the Certificates to the Exchange Paying Agent and shall be in such form and have such other reasonable and customary provisions as Parent may specify) and (ii) instructions for use in surrendering effecting the surrender of the Certificates in exchange for (A) the Merger Consideration, (B) any dividends or other distributions to which holders of Certificates are entitled pursuant to Section 2.02(c) and (C) cash in lieu of any fractional shares of Parent Common Stock to which such holders are entitled pursuant to Section 2.02(e). Upon surrender of a Certificate for cancelation cancellation to the Exchange AgentPaying Agent or to such other agent or agents as may be appointed by Parent, together with such letter of transmittal, duly completed and validly executed, and such other documents as may reasonably be required by the Exchange Agentpursuant to such instructions, the holder of such Certificate shall be entitled to receive in exchange therefor (x) certificates representing that number the amount of whole shares of Parent Common Stock cash into which such holder has the right to receive pursuant to the provisions of this Article II after taking into account all the shares of Company Common Stock then held theretofore represented by such holder under all such Certificates so surrendered, (y) any dividends or other distributions to which such holder is entitled Certificate shall have been converted pursuant to Section 2.02(c) and (z) cash in lieu of fractional shares of Parent Common Stock to which such holder is entitled pursuant to Section 2.02(e)2.1, and the Certificate so surrendered shall forthwith be canceledcancelled. In the event of a transfer of ownership of Company Common Stock that which is not registered in the transfer records of the Company, a certificate representing the proper number of shares of Parent Common Stock payment may be issued made to a person other than the person in whose name the Certificate so surrendered is registered if such Certificate shall be properly endorsed or otherwise be in proper form for transfer and the person requesting such issuance payment shall pay any transfer or other taxes required by reason of the issuance of shares of Parent Common Stock payment to a person other than the registered holder of such Certificate or establish to the reasonable satisfaction of Parent that such tax has been paid or is not applicable. Until surrendered as contemplated by this Section 2.02(b)2.3, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration that Consideration, without interest, into which the holder thereof has the right to receive shares of Company Common Stock theretofore represented by such Certificate shall have been converted pursuant to the provisions of this Article II, any dividends or distributions to which the holder of such Certificate is entitled under Section 2.02(c) and any cash in lieu of any fractional share of Parent Common Stock to which the holder of such Certificate is entitled under Section 2.02(e)2.1. No interest shall will be paid or shall will accrue on any the cash payable upon the surrender of any Certificate.

Exchange Procedure. As soon as reasonably practicable after After the Effective Time, Parent shall cause the Exchange Agent to mail to each holder of record of a Certificate whose certificate or certificates for shares of Company BSC Common Stock were converted into the right to receive the Merger Consideration pursuant to Section 2.01(c)Stock, (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 proper delivery surrender of the Certificates same duly transmitted to the Registrar and Transfer Company, as Exchange Agent and shall be in such form and have such other reasonable and customary provisions as Parent may specify) and (ii) instructions for use in surrendering the Certificates in exchange for (A) the Merger Consideration, (B) any dividends or other distributions to which holders of Certificates are entitled pursuant to Section 2.02(c) and (C) cash in lieu of any fractional shares surrendering such certificates in the case of Parent Common Stock to which lost, stolen, destroyed or mislaid certificates, upon execution of such holders are entitled pursuant to Section 2.02(e). Upon surrender of a Certificate for cancelation to the Exchange Agent, together with such letter of transmittal, duly completed and validly executed, and such other documents documentation as may be reasonably be required by the Exchange AgentRegistrar and Transfer Company), the holder of such Certificate shall be entitled to receive in exchange therefor (x) a certificate or certificates representing that the number of whole shares of Parent Xxxxx Common Stock into which such holder has holder’s shares of BSC Common Stock shall have been converted by the right to receive Merger pursuant to the provisions Merger Consideration. As soon as practicable after the Effective Time, the Exchange Agent will send a notice and transmittal form to each BSC shareholder of this Article II after taking into account all record at the shares Effective Time advising such shareholder of Company the effectiveness of the Merger and the procedures for surrendering to the Exchange Agent outstanding certificates formerly evidencing BSC Common Stock then held by such holder under all such Certificates in exchange for the Merger Consideration. Until so surrendered, (y) any each outstanding certificate that prior to the Effective Time represented shares of BSC Common Stock shall be deemed for all corporate purposes to evidence ownership of the number of full shares of Xxxxx Common Stock into which the same shall have been converted; provided, however, that dividends or other distributions otherwise payable with respect to shares of Xxxxx Common Stock into which BSC Common Stock shall have been so converted shall be paid with respect to such holder is entitled pursuant to Section 2.02(c) and shares only when the certificate or certificates evidencing shares of BSC Common Stock shall have been so surrendered (z) cash or in lieu of fractional shares of Parent Common Stock to which surrendering such holder is entitled pursuant to Section 2.02(e), and the Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of Company Common Stock that is not registered certificates in the transfer records case of the Companylost, a certificate representing the proper number stolen, destroyed or mislaid certificates, upon execution of shares of Parent Common Stock such documentation as may be issued to a person other than the person in whose name the Certificate so surrendered is registered if reasonably required by Exchange Agent) and thereupon any such Certificate dividends and distributions shall be properly endorsed or otherwise be in proper form for transfer and the person requesting such issuance shall pay any transfer or other taxes required by reason of the issuance of shares of Parent Common Stock to a person other than the registered holder of such Certificate or establish paid, without interest, to the reasonable satisfaction of Parent that such tax has been paid or is not applicable. Until surrendered as contemplated by this Section 2.02(b), each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration that the holder thereof has the right to receive pursuant entitled thereto subject however to the provisions of this Article II, any dividends or distributions to which the holder of such Certificate is entitled under Section 2.02(c) and any cash in lieu operation of any fractional share of Parent Common Stock applicable escheat or similar laws relating to which the holder of such Certificate is entitled under Section 2.02(e). No interest shall be paid or shall accrue on any cash payable upon surrender of any Certificateunclaimed funds.

Exchange Procedure. As soon as reasonably practicable after the Effective TimeTime (but in any event no later than two (2) Business Days after the date on which the Effective Time occurs), the Parent shall cause the Exchange Paying Agent to mail to each record holder of, as of record of a Certificate whose shares of Company Common Stock were converted into the right to receive the Merger Consideration pursuant to Section 2.01(c)Effective Time, (i) an outstanding certificate or certificates which immediately prior to the Effective Time represented shares of Common Stock (the “Certificates”) or (ii) non-certificated shares of Common Stock represented by book-entry (the “Book-Entry Shares”): (A) a form of letter of transmittal for use in effecting the surrender of Certificates or, in the case of Book-Entry Shares, the surrender of such shares of Common Stock (which shall will be in customary form reasonably agreed upon by the Parent and the Company prior to the Closing, and will specify that delivery shall will be effected, and risk of loss and title to the any Certificates held by such person shall will pass, only upon proper delivery of the such Certificates to the Exchange Paying Agent and shall be (or effective affidavits of loss, theft or destruction in such form and have such other reasonable and customary provisions as Parent may specifylieu thereof) or, in the case of Book-Entry Shares, upon adherence to the procedures set forth in the letter of transmittal) and (iiB) instructions for use in surrendering effecting the surrender of such Certificates or, in exchange the case of Book-Entry Shares, the surrender of such shares of Common Stock for (A) payment of the Merger Consideration, (B) any dividends or other distributions to which holders of Certificates are entitled pursuant to Section 2.02(c) and (C) cash in lieu of any fractional shares of Parent Common Stock to which such holders are entitled pursuant to Section 2.02(e)Consideration therefor. Upon surrender of a Certificate or of Book-Entry Shares for cancelation cancellation to the Exchange Agent, Paying Agent together with such letter of transmittal, duly completed and validly executedexecuted in accordance with the instructions thereto, and such other customary documents as may reasonably be required by the Exchange Paying Agent, the Parent shall cause the Paying Agent to pay from the Payment Fund to the holder of a Certificate or of Book-Entry Shares, or as otherwise directed in the letter of transmittal, the Merger Consideration for each share of Common Stock formerly evidenced by such Certificate shall be entitled to receive in exchange therefor (x) certificates representing that number of whole shares of Parent Common Stock which such holder has the right to receive pursuant to the provisions of this Article II after taking into account all the shares of Company Common Stock then held by such holder under all such Certificates so surrendered, (y) any dividends or other distributions to which such holder is entitled pursuant to Section 2.02(c) and (z) cash in lieu of fractional shares of Parent Common Stock to which such holder is entitled pursuant to Section 2.02(e)Book-Entry Share, and the such Certificate so surrendered shall or Book-Entry Share will forthwith be canceledcancelled. In No interest will be paid or will accrue on the event Merger Consideration payable in respect of a transfer of ownership of Company Common Stock that is not registered in the transfer records any Certificate or Book-Entry Share. If payment of the Company, a certificate representing the proper number of shares of Parent Common Stock may Merger Consideration is to be issued made to a person Person other than the person Person in whose name a surrendered Certificate or, in the case of a Book-Entry Share, a surrendered share of Common Stock is registered, it will be a condition of payment that the Certificate or, in the case of a Book-Entry Share, the share of Common Stock so surrendered is registered if such Certificate shall be endorsed properly endorsed or otherwise be in proper form for transfer and that the person Person requesting such issuance shall pay any payment has paid all transfer or and other taxes Taxes required by reason of the issuance payment of shares of Parent Common Stock the Merger Consideration to a person Person other than the registered holder of such the Certificate or establish or, in the case of a Book-Entry Share, the share of Common Stock surrendered and has established to the reasonable satisfaction of Parent the Paying Agent that such tax has Taxes have been paid or is has established to the satisfaction of the Paying Agent that such Taxes are not applicable. Until surrendered as contemplated by this Section 2.02(b)Prior to the Closing, each Certificate the Parent and the Company shall be deemed at any time after use their respective commercially reasonable efforts to establish procedures with the Paying Agent and the Depository Trust Company (“DTC”) such that, assuming the Effective Time occurs at the time of the Closing, (x) if the Closing occurs at or prior to represent only 11:30 a.m., New York time, on the right Closing Date, the Paying Agent will transmit to receive upon DTC or its nominee on the Closing Date an amount in cash in immediately available funds equal to the number of shares of Common Stock held of record by DTC or such surrender nominee immediately prior to the Effective Time multiplied by the Merger Consideration that (such amount, the holder thereof has “DTC Payment”), and (y) if the right Closing occurs after 11:30 a.m., New York time, on the Closing Date, the Paying Agent will transmit to receive pursuant DTC or its nominee on the first (1st) Business Day after the Closing Date an amount in cash in immediately available funds equal to the provisions of this Article II, any dividends or distributions to which the holder of such Certificate is entitled under Section 2.02(c) and any cash in lieu of any fractional share of Parent Common Stock to which the holder of such Certificate is entitled under Section 2.02(e). No interest shall be paid or shall accrue on any cash payable upon surrender of any CertificateDTC Payment.

Exchange Procedure. As soon as reasonably practicable after (a) At the Effective TimeClosing, Parent Purchaser shall cause deposit in trust with an exchange agent selected by the Company (the "Exchange Agent") funds sufficient to pay in full the Merger Consideration and all amounts due pursuant to the terms of the Company's Management Equity Participation Plan (the "MEP") (such amounts, the "MEP Payment"; the MEP Payment and the Merger Consideration, together, the "Exchange Fund"). Prior to the Closing, the Exchange Agent to mail shall deliver to each holder Stockholder a form of record of a Certificate whose shares of Company Common Stock were converted into the right to receive the Merger Consideration pursuant to Section 2.01(c), (i) a letter of transmittal for return to the Exchange Agent (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates held by such person shall pass, pass only upon proper delivery of the Certificates to the Exchange Agent and shall be include an agreement by each Stockholder that such Stockholder's respective allocation of the Merger Consideration represents all such Stockholder is owed by the Company pursuant to this Agreement, and that such Stockholder has waived and released the Company from any claims by such Stockholder to receive any additional amounts in such form and have such other reasonable and customary provisions as Parent may specifyexcess of that provided for herein) and (ii) instructions for use in surrendering effecting the surrender of the Certificates and payment of the Allocated Merger Consideration due in exchange for (A) the Merger Consideration, (B) any dividends or other distributions to which holders of Certificates are entitled pursuant to Section 2.02(c) and (C) cash in lieu of any fractional shares of Parent Common Stock to which such holders are entitled pursuant to Section 2.02(e)respect thereof. Upon surrender of a Certificate for cancelation to the Exchange AgentAgent of a Certificate, together with such letter of transmittal, transmittal duly completed and validly executed, and such other documents as may reasonably be required by the Exchange Agent, the holder of Stockholder holding such Certificate shall be entitled to receive paid in exchange therefor (x) certificates representing that number the Allocated Merger Consideration payable in respect of whole shares of Parent Common Stock which such holder has the right to receive pursuant to the provisions of this Article II after taking into account all the shares of Company Common Stock then held by such holder under all such Certificates so surrendered, (y) any dividends or other distributions to which such holder is entitled pursuant to Section 2.02(c) and (z) cash in lieu of fractional shares of Parent Common Stock to which such holder is entitled pursuant to Section 2.02(e)shares, and the Certificate so surrendered shall forthwith be canceled. In The payments by the event Exchange Agent of a transfer Allocated Merger Consideration shall include payments to persons who surrender Certificates representing shares of ownership Series A Preferred Stock of Company Common Stock that is not registered all deferred or accrued and unpaid dividends in the transfer records respect of such shares, and payments of Liquidating Dividends payable pursuant to Article VI, Part B, Section 1A of the Company, a certificate representing the proper number Articles of shares of Parent Common Stock may be issued to a person other than the person in whose name the Certificate so surrendered is registered if such Certificate shall be properly endorsed or otherwise be in proper form for transfer and the person requesting such issuance shall pay any transfer or other taxes required by reason Organization of the issuance Company as if the consummation of shares of Parent Common Stock to a person other than the registered holder of such Certificate or establish to the reasonable satisfaction of Parent that such tax has been paid or is not applicable. Until surrendered as contemplated by this Section 2.02(b), each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration that the holder thereof has the right to receive pursuant to the provisions were a Liquidation Event (as such term is defined in such Articles of this Article II, any dividends or distributions to which the holder of such Certificate is entitled under Section 2.02(c) and any cash in lieu of any fractional share of Parent Common Stock to which the holder of such Certificate is entitled under Section 2.02(eOrganization). No interest shall be paid or shall accrue on any cash payable upon surrender of any Certificate.

Exchange Procedure. As soon as reasonably practicable after the Effective Time, Parent shall cause the Exchange Paying Agent to mail to each holder of record of a Certificate whose certificate or certificates (the "Certificates") or book-entry shares that immediately prior to the Effective Time represented outstanding shares of Company Common Stock that were converted into the right to receive the Merger Consideration pursuant to Section 2.01(c), ) (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 or book-entry shares shall pass, only upon proper delivery of the Certificates (or affidavit of loss in lieu thereof) or book-entry shares to the Exchange Paying Agent and shall be in such form and have such other reasonable and customary provisions as Parent and the Company may reasonably specify) and (ii) instructions for use in surrendering effecting the surrender of the Certificates (or affidavit of loss in lieu thereof) or book-entry shares in exchange for (A) the Merger Consideration, (B) any dividends or other distributions to which holders of Certificates are entitled pursuant to Section 2.02(c) and (C) cash in lieu of any fractional shares of Parent Common Stock to which such holders are entitled pursuant to Section 2.02(e). Upon surrender of a Certificate (or affidavit of loss in lieu thereof) or book-entry shares for cancelation cancellation to the Exchange Paying Agent, together with such letter of transmittal, duly completed and validly executed, and such other documents as may reasonably be required by the Exchange Paying Agent, the holder of such Certificate (or affidavit of loss in lieu thereof) or book-entry shares shall be entitled to receive in exchange therefor (x) certificates representing that number therefore the amount of whole shares of Parent Common Stock cash into which such holder has the right to receive pursuant to the provisions of this Article II after taking into account all the shares of Company Common Stock then held theretofore represented by such holder under all such Certificates so surrendered, Certificate (yor affidavit of loss in lieu thereof) any dividends or other distributions to which such holder is entitled book-entry shares shall have been converted pursuant to Section 2.02(c) 2.01 and (z) cash certain dividends and other distributions in lieu respect of fractional shares of Parent Company Common Stock to which such holder is entitled pursuant to in accordance with Section 2.02(e2.02(c), and the Certificate (or affidavit of loss in lieu thereof) or book-entry shares so surrendered shall forthwith be canceled. In the event of a transfer of ownership of Company Common Stock that is not registered in the transfer records of the Company, a certificate representing the proper number of shares of Parent Common Stock payment may be issued made to a person other than the person in whose name the Certificate or book-entry shares so surrendered is registered registered, if such Certificate or book-entry shares shall be properly endorsed or otherwise be in proper form for transfer and the person requesting such issuance payment shall pay any transfer or other taxes required by reason of the issuance of shares of Parent Common Stock payment to a person other than the registered holder of such Certificate or book-entry shares or establish to the reasonable satisfaction of Parent that such tax has been paid or is not applicable. Until surrendered as contemplated by this Section 2.02(b)2.02, each Certificate or book-entry shares shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration that the holder thereof has the right to receive pursuant to the provisions of this Article IIConsideration, any without interest, and certain dividends or other distributions to which the holder of such Certificate is entitled under in accordance with Section 2.02(c) and any cash in lieu of any fractional share of Parent Common Stock to which the holder of such Certificate is entitled under Section 2.02(e). No interest shall be paid or shall accrue on any the cash payable upon surrender of any CertificateCertificate or book-entry shares.

Exchange Procedure. As soon as reasonably practicable after following the Effective TimeAgreement Date, Parent shall cause the Exchange Agent to mail Company will send to each holder of record of Company Securities (a Certificate whose shares of Company Common Stock were converted into the right to receive the Merger Consideration pursuant to Section 2.01(c), (i“Holder”) a transmittal letter in a form to be agreed to by the parties (the “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 proper delivery of the Certificates to the Exchange Agent and shall be in such form and have such other reasonable and customary provisions as Parent may specifyTransmittal”) and (ii) instructions other appropriate materials for use in surrendering the Certificates in exchange for (A) the Merger Consideration, (B) any dividends or other distributions to which holders of Certificates are entitled pursuant to Section 2.02(c) and (C) cash in lieu of any fractional shares of Parent Common Stock to which such holders are entitled pursuant to Section 2.02(e). Upon surrender of a Certificate for cancelation to the Exchange Agent, together with such letter of transmittal, duly completed and validly executed, and such other documents as may reasonably be required by the Exchange Agent, the holder of such Certificate shall be entitled to receive in exchange therefor (x) Company certificates representing or agreements that number of whole shares of Parent Common Stock which such holder has the right to receive pursuant prior to the provisions of this Article II after taking into account all the shares of Effective Time evidenced Company Common Stock then held by such holder under all such Certificates so surrenderedSecurities. Except with respect to Dissenting Stockholders, (y) any dividends or other distributions to which such holder is entitled pursuant to Section 2.02(c) and (z) cash in lieu of fractional shares of Parent Common Stock to which such holder is entitled pursuant to Section 2.02(e), and the Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of Company Common Stock that is not registered in the transfer records of the Company, a certificate representing the proper number of shares of Parent Common Stock may be issued to a person other than the person in whose name the Certificate so surrendered is registered if such Certificate shall be properly endorsed or otherwise be in proper form for transfer and the person requesting such issuance shall pay any transfer or other taxes required by reason of the issuance of shares of Parent Common Stock to a person other than the registered holder of such Certificate or establish to the reasonable satisfaction of Parent that such tax has been paid or is not applicable. Until until surrendered as contemplated by this Section 2.02(b1.5(i), each Certificate stock certificate evidencing Company Stock and each agreement evidencing a Company Option or Company Warrant shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration that the holder Holder thereof has the right to receive in respect of such Company Securities pursuant to the provisions of this Article II, any dividends or distributions to which the holder of such Certificate is entitled under Section 2.02(c) and any cash in lieu of any fractional share of Parent Common Stock to which the holder of such Certificate is entitled under Section 2.02(e)Agreement. No interest shall be paid or shall will accrue on any cash payable upon to Holders of Company Securities. Upon the proper surrender and exchange of certificates or agreements, or, in the absence thereof, Affidavits, representing Company Securities and the delivery of an executed Letter of Transmittal to the Company, each Holder shall be paid, without interest thereon, an amount in cash from the Company Agent equal to the dollar amount set forth next to such Holder’s name on Schedule 1.5 hereto. The Company Agent shall be entitled to deduct and withhold from the Merger Consideration otherwise payable pursuant to this Agreement to any CertificateHolder such amounts as the Company is required to deduct and withhold with respect to the making of such payment under the Code, or any provision of state, local or foreign tax law. To the extent that amounts are so withheld by the Company, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the Holder with respect to his, her or its Company Securities. Notwithstanding anything herein to the contrary, no payment shall be made to any Holder who does not present certificates or agreements for cancellation representing all of such holder’s shares of Company Stock, Company Options or Company Warrants, or, in the alternative, an affidavit and indemnity, in form and substance reasonably satisfactory to Matria, stating that any of such certificates or agreements are lost, stolen or destroyed and that such holder will indemnify and hold Matria and its officers, directors and agents, harmless from any costs, expenses and damages that may be incurred if such certificates or agreements are later produced (an “Affidavit”).

Exchange Procedure. As soon as reasonably practicable after the Effective Time, Parent Colonial shall use commercially reasonable efforts to cause the Exchange Agent to mail to each holder of record of a Certificate or Certificates which immediately prior to the Effective Time represented outstanding Cornerstone Common Shares (other than to holders of Cornerstone Common Shares who previously surrendered with their Form of Election their Certificates for Cornerstone Common Shares) whose shares of Company Common Stock were converted into the right to receive the Merger Consideration pursuant to Section 2.01(c)1.6(a) and Section 1.8, (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 proper delivery of the Certificates to the Exchange Agent and shall be in such a form and have such other reasonable and customary provisions as Parent Colonial may reasonably specify) and (ii) instructions for use in surrendering effecting the surrender of the Certificates in exchange for (A) the Merger Consideration. To the extent not previously surrendered with a Form of Election, (B) any dividends or other distributions to which holders of Certificates are entitled pursuant to Section 2.02(c) and (C) cash in lieu of any fractional shares of Parent Common Stock to which such holders are entitled pursuant to Section 2.02(e). Upon upon surrender of a Certificate for cancelation cancellation to the Exchange AgentAgent or to such other agent or agents as may be appointed by Colonial, together with such letter of transmittal, duly completed and validly executed, and such other documents as may reasonably be required by the Exchange Agent, the holder of such Certificate shall be entitled to receive in exchange therefor (x) certificates representing that number of whole shares of Parent the Merger Consideration into which the Cornerstone Common Stock which such holder has the right to receive pursuant to the provisions of this Article II after taking into account all the shares of Company Common Stock then held Shares theretofore represented by such holder under all such Certificates so surrendered, (y) any dividends or other distributions to which such holder is entitled Certificate shall have been converted pursuant to Section 2.02(c1.6(a) and (z) cash Section 1.8, together with cash, if any, payable in lieu of fractional shares of Parent Common Stock to which such holder is entitled pursuant to Section 2.02(e1.9(g), to be mailed (or made available for collection by hand if so elected by the surrendering holder) within five business days of receipt thereof, and the Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of Company Cornerstone Common Stock that Shares which is not registered in the transfer records of the CompanyCornerstone, a certificate representing the proper number of shares of Parent Common Stock payment may be issued made to a person Person other than the person Person in whose name the Certificate so surrendered is registered if such Certificate shall be properly endorsed or otherwise be in proper form for transfer and the person Person requesting such issuance payment either shall pay any transfer or other taxes Taxes required by reason of the issuance of shares of Parent Common Stock such payment being made to a person Person other than the registered holder of such Certificate or establish to the reasonable satisfaction of Parent Colonial that such tax has Tax or Taxes have been paid or is are not applicable. Until surrendered as contemplated by this Section 2.02(b)1.9, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration that Consideration, without interest, into which the holder thereof has the right to receive Cornerstone Common Shares theretofore represented by such Certificate shall have been converted pursuant to the provisions of this Article IISection 1.6 and Section 1.8, any dividends or distributions to which the holder of such Certificate is entitled under Section 2.02(c) and any cash payable in lieu of any fractional share of Parent Common Stock shares pursuant to which the holder of such Certificate is entitled under Section 2.02(e1.9(g). No interest shall will be paid or shall will accrue on the Merger Consideration upon the surrender of any Certificate or on any cash payable upon surrender pursuant to Section 1.9(d) or Section 1.9(g). Colonial or the Exchange Agent, as applicable, shall be entitled, in its sole and absolute discretion, to deduct and withhold from the cash, Colonial Common Shares or Colonial Series E Preferred Depositary Shares, or any combination thereof, that otherwise is payable pursuant to this Agreement to any holder of Cornerstone Common Shares such amounts as Colonial or the Exchange Agent is required to deduct and withhold with respect to the making of such payment under the Code or under any Certificateprovision of federal, state, local or foreign Tax law. For this purpose, (x) any Colonial Common Shares deducted and withheld by Colonial shall be valued at the last trading price of the Colonial Common Shares on the NYSE on the Effective Date of the Merger and (y) any Colonial Series E Preferred Depositary Shares deducted and withheld by Colonial shall be valued at $25.00 (i.e., 1/100th of the liquidation preference of a Colonial Series E Preferred Share). To the extent that amounts are so withheld by Colonial or the Exchange Agent, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the holder of Cornerstone Common Shares in respect of which such deduction and withholding was made by Colonial or the Exchange Agent.

Exchange Procedure. As soon as reasonably practicable (a) Promptly after the Effective TimeDate, Parent shall cause the Computershare Trust Company, Inc. ("Exchange Agent Agent") to mail to each holder of record of a Certificate whose certificate or certificates which immediately prior to the Effective Time represented shares of Outstanding Company Common Stock were (the "Stock Certificates") whose shares are being converted into the right to receive the Merger Cash Consideration pursuant to Section 2.01(c2.6 hereof (less any amount held in escrow pursuant to Section 2.6(c) hereof), (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to of the Stock Certificates held by such person shall pass, only upon proper delivery of the Stock Certificates to the Exchange Agent and which shall be in such form and have such other reasonable and customary provisions as Parent may reasonably specify) (the "Letter of Transmittal") and (ii) instructions for use in surrendering effecting the surrender of the Stock Certificates in exchange for the Cash Consideration (A) the Merger Consideration, (B) less any dividends or other distributions to which holders of Certificates are entitled amount held in escrow pursuant to Section 2.02(c2.6(c) and (C) cash in lieu of any fractional shares of Parent Common Stock to which such holders are entitled pursuant to Section 2.02(ehereof). Upon surrender of a Stock Certificate for cancelation cancellation to the Exchange AgentAgent or to such other agent or agents as may be appointed by Parent, together with such letter of transmittal, transmittal duly completed and validly executed, and such other documents as may reasonably be required by the Exchange Agent, the holder of such Stock Certificate shall be entitled to receive in exchange therefor the Cash Consideration (x) certificates representing that number of whole shares of Parent Common Stock which such holder has the right to receive less any amount held in escrow pursuant to Section 2.6(c) hereof) to which the provisions holder of this Article II after taking into account all the shares of Outstanding Company Common Stock then held by such holder under all such Certificates so surrendered, (y) any dividends or other distributions to which such holder is entitled pursuant to Section 2.02(c) and (z) cash in lieu of fractional shares of Parent Common 2.6 hereof. The Stock to which such holder is entitled pursuant to Section 2.02(e), and the Certificate so surrendered shall forthwith be canceled. In No interest will accrue or be paid to the event holder of a transfer of ownership of any Outstanding Company Common Stock that is not registered in Stock. From and after the transfer records of the CompanyEffective Date, a certificate representing the proper number of shares of Parent Common Stock may be issued to a person other than the person in whose name the Certificate so surrendered is registered if such Certificate shall be properly endorsed or otherwise be in proper form for transfer and the person requesting such issuance shall pay any transfer or other taxes required by reason of the issuance of shares of Parent Common Stock to a person other than the registered holder of such Certificate or establish to the reasonable satisfaction of Parent that such tax has been paid or is not applicable. Until until surrendered as contemplated by this Section 2.02(b)2.8, each Stock Certificate shall be deemed at any time after for all corporate purposes to evidence the Effective Time to represent only amount of the right to receive upon such surrender the Merger Cash Consideration that the holder thereof has the right to receive pursuant to the provisions of this Article II, any dividends or distributions to into which the holder shares of such Certificate is entitled under Section 2.02(c) and any cash in lieu of any fractional share of Parent Outstanding Company Common Stock to which the holder of represented by such Stock Certificate is entitled under Section 2.02(e). No interest shall be paid or shall accrue on any cash payable upon surrender of any Certificatehave been converted.

Exchange Procedure. As soon as reasonably practicable after the ------------------ Effective Time, Parent Xxxx-Xxxx shall use commercially reasonable efforts to cause the Exchange Agent to mail to each holder of record of a Certificate or Certificates which immediately prior to the Effective Time represented outstanding Xxxxxxxx Common Shares and Xxxxxxxx Series A Preferred Shares whose shares of Company Common Stock were converted pursuant to Section 1.12 into the right to receive the Merger Consideration pursuant to Section 2.01(c), (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 proper delivery of the Certificates to the Exchange Agent and shall be in such a form and have such other reasonable and customary provisions as Parent Xxxx-Xxxx may reasonably specify) and (ii) instructions for use in surrendering effecting the surrender of the Certificates in exchange for (A) the Merger Consideration, (B) any dividends or other distributions to which holders of Certificates are entitled pursuant to Section 2.02(c) and (C) cash in lieu of any fractional shares of Parent Common Stock to which such holders are entitled pursuant to Section 2.02(e). Upon surrender of a Certificate for cancelation cancellation to the Exchange AgentAgent or to such other agent or agents as may be appointed by Xxxx-Xxxx, together with such letter of transmittal, duly completed and validly executed, and such other documents as may reasonably be required by the Exchange Agent, the holder of such Certificate shall be entitled to receive in exchange therefor (x) certificates representing that number of whole shares of Parent the Merger Consideration into which the Xxxxxxxx Common Stock which Shares or Xxxxxxxx Series A Preferred Shares, as applicable, theretofore represented by such holder has the right to receive Certificate shall have been converted pursuant to the provisions of this Article II after taking into account all the shares of Company Common Stock then held by such holder under all such Certificates so surrenderedSection 1.12, (y) together with any dividends or other distributions to which such holder is entitled pursuant to Section 2.02(c) 1.16(d), and (z) cash cash, if any, payable in lieu of fractional shares of Parent Common Stock to which such holder is entitled pursuant to Section 2.02(e1.16(g), to be mailed within five business days of receipt thereof, and the Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of Company Xxxxxxxx Common Stock that Shares or Xxxxxxxx Series A Preferred Shares which is not registered in the transfer records of the CompanyXxxxxxxx, a certificate representing the proper number of shares of Parent Common Stock payment may be issued made to a person other than the person in whose name the Certificate so surrendered is registered if such Certificate shall be properly endorsed or otherwise be in proper form for transfer and the person requesting such issuance payment either shall pay any transfer or other taxes required by reason of the issuance of shares of Parent Common Stock such payment being made to a person other than the registered holder of such Certificate or establish to the reasonable satisfaction of Parent Xxxx-Xxxx that such tax has or taxes have been paid or is are not applicable. Until surrendered as contemplated by this Section 2.02(b)1.16, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration that Consideration, without interest, into which the holder thereof has the right to receive Xxxxxxxx Common Shares or Xxxxxxxx Series A Preferred Shares, as applicable, theretofore represented by such Certificate shall have been converted pursuant to the provisions of this Article IISection 1.12, and any dividends or other distributions to which the such holder of such Certificate is entitled under pursuant to Section 2.02(c) and any cash in lieu of any fractional share of Parent Common Stock to which the holder of such Certificate is entitled under Section 2.02(e1.16(d). No interest shall will be paid or shall will accrue on the Merger Consideration upon the surrender of any Certificate or on any cash payable upon surrender of any Certificatepursuant to Section 1.16(d) or Section 1.16(g).

Exchange Procedure. As soon Subject to the conditions of this Agreement, certificates representing the shares of ESP Common Stock issued pursuant to this Agreement (the “ESP Certificates”) shall be issued to the stockholders of ARI Common Stock upon the surrender by those stockholders of the certificates representing all of the outstanding shares of ARI Common Stock (the “ARI Certificates”) as reasonably practicable provided for herein or otherwise agreed by the parties hereto. Promptly after the Effective Time, Parent and in no event more than three (3) business days thereafter, ESP shall cause the Exchange Agent to mail to each holder stockholder of record of a Certificate whose shares of Company ARI Common Stock were converted into (as of the right to receive the Merger Consideration pursuant to Section 2.01(c), Effective Time) (i) a letter of transmittal in customary form (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates held by such person respective ARI Certificate(s) shall pass, only upon proper delivery of the Certificates respective ARI Certificate(s) by such stockholder to the Exchange Agent and shall be in such form and have contain such other reasonable and customary provisions as Parent ESP may reasonably specify) ), and (ii) instructions for use in surrendering effecting the Certificates surrender of the respective ARI Certificate(s) in exchange for (Athe respective shares of ESP Common Stock to which such stockholder of such ARI Certificate(s) is entitled as a result of the Merger Consideration, (B) and any dividends or other distributions to which holders of Certificates are entitled pursuant to Section 2.02(cSubsection 1.5(d) and (C) cash in lieu of any fractional shares of Parent Common Stock to which such holders are entitled pursuant to Section 2.02(ehereof). Upon surrender of a Certificate the ARI Certificates for cancelation cancellation to the Exchange AgentAgent or to such other agent or agents as may be appointed by ESP, together with such letter of transmittal, duly completed and validly executed, and such other documents as may reasonably be required by executed in accordance with the Exchange Agentinstructions thereto, the holder holders of such Certificate ARI Certificates shall be entitled to receive in exchange therefor (x) certificates such ESP Certificates representing that the number of whole shares of Parent ESP Common Stock, for which their shares of ARI Common Stock which such holder has are exchangeable at the right to receive pursuant to the provisions of this Article II after taking into account all the shares of Company Common Stock then held by such holder under all such Certificates so surrendered, (y) Effective Time and any dividends or other distributions to which such holder is entitled payable pursuant to Section 2.02(cSubsection 1.5(d) and (z) cash in lieu of fractional shares of Parent Common Stock to which such holder is entitled pursuant to Section 2.02(e)this Agreement, and the Certificate ARI Certificates so surrendered shall forthwith be canceled. In the event of a transfer of ownership of Company Common Stock that is not registered in the transfer records of the CompanyUntil so surrendered, a certificate representing the proper number of shares of Parent Common Stock may outstanding ARI Certificates will be issued to a person other than the person in whose name the Certificate so surrendered is registered if such Certificate shall be properly endorsed or otherwise be in proper form for transfer deemed, from and the person requesting such issuance shall pay any transfer or other taxes required by reason of the issuance of shares of Parent Common Stock to a person other than the registered holder of such Certificate or establish to the reasonable satisfaction of Parent that such tax has been paid or is not applicable. Until surrendered as contemplated by this Section 2.02(b), each Certificate shall be deemed at any time after the Effective Time Time, to represent evidence only the right to receive upon such surrender the Merger Consideration that the holder thereof has the right to receive applicable shares of ESP Common Stock issuable pursuant to the provisions of this Article II, any dividends or distributions to which the holder of such Certificate is entitled under Section 2.02(c) and any cash in lieu of any fractional share of Parent Common Stock to which the holder of such Certificate is entitled under Section 2.02(eSubsection 1.5(a). No interest shall be paid or shall accrue on any cash payable upon surrender of any Certificate.

Exchange Procedure. As soon as reasonably practicable after the Effective Time, Parent shall cause and in no event later than five business days thereafter, the Exchange Agent to shall mail to each holder of record of a Certificate whose certificate or certificates which immediately prior to the Effective Time represented outstanding shares of Company Common Stock were converted into the right to receive Parent Common Stock (the Merger Consideration pursuant to Section 2.01(c"CERTIFICATES"), (i) a letter of transmittal in customary form (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 proper delivery of the Certificates to the Exchange Agent and shall be in such form and have such other reasonable and customary provisions as Parent may specifyAgent) and (ii) instructions for use in surrendering effecting the surrender of the Certificates in exchange for (A) the Merger Consideration, (B) any dividends or other distributions to which holders of Certificates are entitled pursuant to Section 2.02(c) and (C) cash in lieu of any fractional certificates representing shares of Parent Common Stock to which such holders are entitled pursuant to Section 2.02(e)Stock. Upon surrender of a Certificate for cancelation cancellation to the Exchange Agent, together with such letter of transmittal, duly completed and validly executed, and such other documents as may reasonably be required by the Exchange Agent, the holder of such Certificate shall be entitled to receive in exchange therefor (x) certificates representing a certificate evidencing that number of whole shares of Parent Common Stock which such holder has the right to receive pursuant to this Agreement in respect of the provisions shares of this Article II Company Common Stock formerly evidenced by such Certificate (after taking into account all the shares of Company Common Stock then held of record by such holder under all such Certificates so surrenderedholder), (y) and a check representing the amount of any dividends or other distributions to which such holder is entitled pursuant to Section 2.02(c) and (z) cash in lieu of fractional shares of Parent Common Stock to which such holder is entitled pursuant to Section 2.02(e2.2(e) and any dividends or other distributions to which such holder is entitled pursuant to Section 2.2(c), and the Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of Company Common Stock that which is not registered in the transfer records of the Company, a certificate representing the proper number of shares of Parent Common Stock may be issued to a person other than the person in whose name the Certificate so surrendered is registered registered, if such Certificate Certificate, accompanied by all documents required to evidence and effect such transfer, shall be properly endorsed or otherwise be in proper form for transfer transfer, and the person requesting such issuance payment shall pay any transfer or other taxes required by reason of the issuance of shares of Parent Common Stock to a person other than the registered holder of such Certificate or establish to the reasonable reasoable satisfaction of Parent that such tax has been paid or is not applicable. Until surrendered as contemplated by this Section 2.02(b)2.2, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration that the holder thereof has the right to receive pursuant to the provisions a certificate evidencing whole shares of this Article IIParent Common Stock, any dividends or distributions to which the holder of such Certificate is entitled under Section 2.02(c) and any cash in lieu of any fractional share shares of Parent Common Stock to which the such holder of such Certificate is entitled under pursuant to Section 2.02(e2.2(e) and any dividends or other distributions to which such holder is entitled pursuant to Section 2.2(c). No interest shall will be paid or shall will accrue on any cash payable upon surrender of any Certificatepursuant to Section 2.2(c) or 2.2(e).

Exchange Procedure. As soon as reasonably practicable after the Effective Time, Parent Equity Office shall use commercially reasonable efforts to cause the Exchange Agent Agent, no later than the fifth business day after the Closing Date, to mail to each holder of record of a Certificate or Certificates which immediately prior to the Effective Time represented outstanding shares of Xxxxxxx Common Stock or any series of Xxxxxxx Preferred Stock whose shares of Company Common Stock were converted into the right to receive the Merger Consideration pursuant to Section 2.01(c1.10(b), (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 proper delivery of the Certificates to the Exchange Agent and shall be in such a form and have such other reasonable and customary provisions as Parent Equity Office may reasonably specify) and (ii) instructions for use in surrendering effecting the surrender of the Certificates in exchange for (A) the Merger Consideration, (B) Consideration together with any dividends or other distributions to which holders of Certificates are such holder is entitled pursuant to Section 2.02(c1.13(d) and (C) cash cash, if any, payable in lieu of any fractional shares of Parent Common Stock to which such holders are entitled pursuant to Section 2.02(e1.13(g). Upon surrender of a Certificate for cancelation cancellation to the Exchange Agent, together with such letter of transmittal, duly completed and validly executed, and such other documents as may reasonably be required by the Exchange Agent, (i) the holder of such Certificate shall be entitled to receive in exchange therefor (x) certificates representing that number of whole shares of Parent Common Stock the Merger Consideration into which such holder has the right to receive pursuant to the provisions of this Article II after taking into account all the shares of Company Xxxxxxx Common Stock then held or a series of Xxxxxxx Preferred Stock, as applicable, theretofore represented by such holder under all such Certificates so surrenderedCertificate shall have been converted pursuant to Section 1.10(b), (y) together with any dividends or other distributions to which such holder is entitled pursuant to Section 2.02(c1.13(d) and (z) cash cash, if any, payable in lieu of fractional shares of Parent Common Stock to which such holder is entitled pursuant to Section 2.02(e1.13(g), (ii) Equity Office shall use commercially reasonable efforts to cause the Exchange Agent to mail (or make available for collection by hand if so elected by the surrendering holder) such amount to such holder within five business days after receipt thereof, and (iii) the Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of Company shares of Xxxxxxx Common Stock that or any series of Xxxxxxx Preferred Stock which is not registered in the transfer records of the CompanyXxxxxxx, a certificate representing the proper number of shares of Parent Common Stock payment may be issued made to a person Person other than the person Person in whose name the Certificate so surrendered is registered if such Certificate shall be properly endorsed or otherwise be in proper form for transfer and the person Person requesting such issuance payment either shall pay any transfer or other taxes required by reason of the issuance of shares of Parent Common Stock such payment being made to a person Person other than the registered holder of such Certificate or establish to the reasonable satisfaction of Parent Equity Office that such tax has or taxes have been paid or is are not applicable. Until surrendered as contemplated by this Section 2.02(b)1.13, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration that Consideration, without interest, into which the holder thereof has the right to receive shares of Xxxxxxx Common Stock or any series of Xxxxxxx Preferred Stock heretofore represented by such Certificate shall have been converted pursuant to the provisions of this Article IISection 1.10, and any dividends or other distributions to which the such holder of such Certificate is entitled under pursuant to Section 2.02(c1.13(d) and any cash payable in lieu of any fractional share of Parent Common Stock shares pursuant to which the holder of such Certificate is entitled under Section 2.02(e1.13(g). No interest shall will be paid or shall will accrue on the Merger Consideration upon the surrender of any Certificate or on any cash payable upon surrender pursuant to Section 1.13(d) or Section 1.13(g). Equity Office or the Exchange Agent, as applicable, shall be entitled, in its sole and absolute discretion, to deduct and withhold from the cash, Equity Office Common Shares or Equity Office Preferred Shares (as defined herein), or any combination thereof, that otherwise is payable pursuant to this Agreement to any holder of shares of Xxxxxxx Common Stock or any Certificateseries of Xxxxxxx Preferred Stock such amounts as Equity Office or the Exchange Agent is required to deduct and withhold with respect to the making of such payment under the Code or under any provision of state, local or foreign tax law. For this purpose, any Equity Office Common Shares or Equity Office Preferred Shares deducted and withheld by Equity Office shall be valued at the last trading price of the Equity Office Common Shares or the Equity Office Preferred Shares, as applicable, on the New York Stock Exchange on the Effective Date of the Merger (or in the event that a series of Equity Office Preferred Shares does not trade on the New York Stock Exchange, at the liquidation preference (excluding unpaid dividends) per Equity Office Preferred Share). To the extent that amounts are so withheld by Equity Office or the Exchange Agent, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the holder of the shares of Xxxxxxx Common Stock or a series of Xxxxxxx Preferred Stock, as applicable, in respect of which such deduction and withholding was made by Equity Office or the Exchange Agent.

Exchange Procedure. As soon as reasonably practicable after the Effective TimeTime of the Merger, Parent shall cause the Exchange Agent to shall mail to each holder of record of a Certificate whose shares certificate or certificates that immediately prior to the Effective Time of Company Common Stock were converted into the right to receive the Merger Consideration pursuant to Section 2.01(crepresented outstanding Company Shares (the "Certificates"), other than the Company, and any wholly owned Subsidiary of the Company, (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 proper delivery of the Certificates to the Exchange Agent and shall be in such a form and have such other reasonable and customary provisions as Parent EarthLink may reasonably specify) and (ii) instructions for use in surrendering effecting the surrender of the Certificates in exchange for the certificates representing the EarthLink Stock Portion and cash (A) in payment of the Merger Consideration, (B) any dividends or other distributions to which holders of Certificates are entitled pursuant to Section 2.02(cCash Portion) and (C) any additional cash in lieu of any a fractional shares share of Parent EarthLink Common Stock to which such holders are entitled pursuant to Section 2.02(e)Stock. Upon surrender of a Certificate for cancelation cancellation to the Exchange Agent, together with such letter of transmittal, duly completed and validly executed, and such other documents as may reasonably be required by the Exchange Agent, the holder of such Certificate shall be entitled to receive in exchange therefor the applicable amount of the Merger Consideration consisting of (xi) a certificate or certificates representing that the number of whole shares of Parent EarthLink Common Stock and cash into which such holder has the right to receive pursuant to the provisions of this Article II after taking into account all the shares of Company Common Stock then held Shares theretofore represented by such holder under all such Certificates so surrendered, (y) any dividends or other distributions to which such holder is entitled Certificate shall have been converted pursuant to Section 2.02(c) 2.1, and (zii) any cash payable in lieu of a fractional shares share of Parent EarthLink Common Stock to which such holder is entitled pursuant to Section 2.02(e)Stock, and the Certificate so surrendered shall forthwith be canceled. In If the event shares of a transfer of ownership of Company EarthLink Common Stock that is not registered in the transfer records of the Company, a certificate representing the proper number of shares of Parent Common Stock may are to be issued to a person Person other than the person Person in whose name the Certificate so surrendered is registered if registered, it shall be a condition of exchange that such Certificate shall be properly endorsed or otherwise be in proper form for transfer and that the person Person requesting such issuance exchange shall pay any transfer or other taxes required by reason of the issuance of shares of Parent Common Stock exchange to a person Person other than the registered holder of such Certificate or establish to the reasonable satisfaction of Parent EarthLink that such tax has been paid or is not applicable. Until surrendered as contemplated by this Section 2.02(b)2.2, each Certificate shall be deemed at any time after the Effective Time of the Merger to represent only the right to receive receive, upon surrender of such surrender Certificate in accordance with this Section 2.2(c), the applicable amount of the Merger Consideration that consisting of the holder thereof has the right to receive pursuant to the provisions number of this Article IIshares of EarthLink Common Stock and cash and, any dividends or distributions to which the holder of such Certificate is entitled under Section 2.02(c) and any cash additional cash, if any, in lieu of any a fractional share of Parent EarthLink Common Stock to into which the holder of Company Shares theretofore represented by such Certificate is shall have been converted pursuant to Section 2.1. The Exchange Agent shall not be entitled under Section 2.02(e). No interest to vote or exercise any rights of ownership with respect to the EarthLink Common Stock held by it from time to time hereunder, except that it shall be receive and hold all dividends or other distributions paid or shall accrue on any cash payable upon surrender distributed with respect thereto for the account of any CertificatePersons entitled thereto.

Exchange Procedure. As soon as reasonably practicable after the Effective Time and in any event within five Business Days following the Effective Time, Parent the Surviving Corporation shall cause the Exchange Agent to mail to each holder of record of a Certificate whose certificate or certificates that immediately prior to the Effective Time represented outstanding shares of Company Common Stock (the “Certificates”), which shares were converted into the right to receive such holder’s ratable portion of the Merger Consideration pursuant to Section 2.01(c), Consideration: (ia) 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 Person shall pass, only upon the proper delivery of the Certificates to the Exchange Agent and shall be in such a form and have such other reasonable and customary provisions as Parent may reasonably specify) ); and (iib) instructions as specified by Parent for use in surrendering effecting the exchange of the Certificates in exchange for (A) the Merger Consideration, (B) any dividends or other distributions which shall be in form and substance reasonably satisfactory to which holders of Certificates are entitled pursuant to Section 2.02(c) and (C) cash in lieu of any fractional shares of Parent Common Stock to which such holders are entitled pursuant to Section 2.02(e)the Company. Upon surrender of a Certificate for cancelation cancellation to the Exchange AgentAgent or to such other agent or agents as may be appointed by Parent, together with such letter of transmittal, duly completed and validly executed, and such all other documents as may reasonably be required by the Exchange Agentinstructions thereto, the holder of such Certificate shall be entitled to receive in exchange therefor (x) certificates representing that number therefor, and the Exchange Agent shall promptly distribute to such holder, the ratable portion of whole shares of Parent Common Stock which such holder has the right to receive pursuant to the provisions of this Article II after taking into account all the shares of Company Common Stock then held by such holder under all such Certificates so surrendered, (y) any dividends or other distributions Merger Consideration to which such holder is entitled pursuant to Section 2.02(c) and 2.2.1 (z) cash less any ratable portion of the Escrow Amount, which shall be subject to distribution in lieu of fractional shares of Parent Common Stock to which such holder is entitled pursuant to accordance with Section 2.02(e2.5.4), and the Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of Company Common Stock that is not registered in the transfer records of the Company, a certificate representing the proper number of shares of Parent Common Stock may be issued to a person other than the person in whose name the Certificate so surrendered is registered if such Certificate shall be properly endorsed or otherwise be in proper form for transfer and the person requesting such issuance shall pay any transfer or other taxes required by reason of the issuance of shares of Parent Common Stock to a person other than the registered holder of such Certificate or establish to the reasonable satisfaction of Parent that such tax has been paid or is not applicablecancelled. Until surrendered as contemplated by this Section 2.02(b)2.4.2, each Certificate shall be deemed at any time all times after the Effective Time to represent only the right to receive upon such surrender the Per Share Merger Consideration that Consideration, without interest, into which the holder thereof has the right to receive shares of Company Common Stock theretofor represented by such Certificate shall have been converted pursuant to the provisions of this Article II, any dividends or distributions to which the holder of such Certificate is entitled under Section 2.02(c) and any cash in lieu of any fractional share of Parent Common Stock to which the holder of such Certificate is entitled under Section 2.02(e). No interest shall be paid or shall accrue on any cash payable upon surrender of any Certificate2.2.1.

Exchange Procedure. As soon as reasonably practicable after the Effective Time, Parent shall cause the Exchange Agent to shall mail to each holder of record of a Certificate whose certificate or certificates which immediately prior to the Effective Time represented outstanding shares of Company Common Stock (the "CERTIFICATES") whose shares were converted into the right to receive the Merger Consideration pursuant to Section 2.01(c)3.1, (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 proper delivery of the Certificates to the Exchange Agent and shall be in such a form and have such other reasonable and customary provisions as Parent may reasonably specify) and (ii) instructions for use in surrendering effecting the surrender of the Certificates in exchange for (A) the Merger Consideration, (B) any dividends or other distributions to which holders of Certificates are entitled pursuant to Section 2.02(c) and (C) cash in lieu of any fractional shares of Parent Common Stock to which such holders are entitled pursuant to Section 2.02(e). Upon surrender of a Certificate for cancelation cancellation to the Exchange Agent, together with such letter of transmittal, duly completed and validly executed, and such other documents as may reasonably be required by the Exchange Agent, the holder of such Certificate shall be entitled to receive in exchange therefor (x) certificates representing that number of whole shares of Parent Common Stock the Merger Consideration into which such holder has the right to receive pursuant to the provisions of this Article II after taking into account all the shares of Company Common Stock then held by such holder under all such Certificates so surrendered, (y) any dividends or other distributions to which such holder is entitled shall have been converted pursuant to Section 2.02(c) and (z) 3.1, cash in lieu of fractional shares of Parent Common Stock to which such holder is entitled pursuant to Section 2.02(e3.2(f) and any dividends or other distributions to which such holder is entitled pursuant to Section 3.2(c), and the Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of Company Common Stock that which is not registered in the transfer records of the Company, a certificate representing the proper number of shares of Parent Common Stock payment may be issued made to a person other than the person in whose name the Certificate so surrendered is registered registered, if such Certificate shall be properly endorsed or otherwise be in proper form for transfer and the person requesting such issuance payment shall pay any transfer or other taxes required by reason of the issuance of shares of Parent Common Stock payment to a person other than the registered holder of such Certificate or establish to the reasonable satisfaction of Parent the Surviving Corporation that such tax has been paid or is not applicable. Until surrendered as contemplated by this Section 2.02(b)At any time after the Effective Time, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration that into which the holder thereof has the right to receive shares of Company Common Stock shall have been converted pursuant to the provisions of this Article IISection 3.1, any dividends or distributions to which the holder of such Certificate is entitled under Section 2.02(c) and any cash in lieu of any fractional share shares of Parent Common Stock as contemplated by Section 3.2(f) and any dividends or other distributions to which the such holder of such Certificate is entitled under pursuant to Section 2.02(e3.2(c). No , in each case, without interest shall be paid or shall accrue on any cash payable upon surrender of any Certificatethereon.

Exchange Procedure. Following receipt of the Final Order and prior to the Effective Date, OceanaGold will deposit the OceanaGold Shares with the Depositary to satisfy the Consideration issuable to the Romarco Shareholders pursuant to the Plan of Arrangement (other than with respect to Dissent Shares held by Dissenting Romarco Shareholders who have not withdrawn their notice of objection). As soon as reasonably practicable after the Effective TimeDate (but subject to the Plan of Arrangement), Parent shall cause the Exchange Agent to mail Depositary will forward to each holder Romarco Shareholder that submitted a duly completed Letter of record of a Certificate whose shares of Company Common Stock were converted into Transmittal to the right Depositary, together with the certificate (if any) representing the Romarco Shares held by such Romarco Shareholder, the certificates representing the OceanaGold Shares issuable to receive the Merger Consideration such Romarco Shareholder pursuant to Section 2.01(c)the Plan of Arrangement, which shares will be registered in such name or names as set out in the Letter of Transmittal; and either (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title delivered to the Certificates held by address or addresses as such person shall pass, only upon proper Romarco Shareholder directed in their Letter of Transmittal or (ii) made available for pick up at the offices of the Depositary in accordance with the instructions of the Romarco Shareholder in the Letter of Transmittal. Romarco Shareholders that did not submit an effective Letter of Transmittal prior to the Effective Date may take delivery of the Certificates Consideration issuable to them by delivering the certificates representing Romarco Shares or Romarco Shares formerly held by them to the Exchange Agent and shall Depositary at the offices indicated in the Letter of Transmittal. Such certificates must be in such form and have such other reasonable and customary provisions as Parent may specify) and (ii) instructions for use in surrendering the Certificates in exchange for (A) the Merger Consideration, (B) any dividends or other distributions to which holders accompanied by a duly completed Letter of Certificates are entitled pursuant to Section 2.02(c) and (C) cash in lieu of any fractional shares of Parent Common Stock to which such holders are entitled pursuant to Section 2.02(e). Upon surrender of a Certificate for cancelation to the Exchange AgentTransmittal, together with such letter of transmittal, duly completed and validly executed, and such other documents as the Depositary may reasonably be required by require. Certificates representing the Exchange Agent, the holder of OceanaGold Shares issued to such Certificate shall be entitled to receive in exchange therefor (x) certificates representing that number of whole shares of Parent Common Stock which such holder has the right to receive Romarco Shareholder pursuant to the provisions Plan of this Article II after taking into account all the shares of Company Common Stock then held by such holder under all such Certificates so surrendered, (y) any dividends or other distributions to which such holder is entitled pursuant to Section 2.02(c) and (z) cash in lieu of fractional shares of Parent Common Stock to which such holder is entitled pursuant to Section 2.02(e), and the Certificate so surrendered shall forthwith Arrangement will be canceled. In the event of a transfer of ownership of Company Common Stock that is not registered in such name or names as set out in the transfer records Letter of Transmittal and either: (i) delivered to the address or addresses as such Romarco Shareholder directed in their Letter of Transmittal; or (ii) made available for pick up at the offices of the CompanyDepositary in accordance with the instructions of the Romarco Shareholder in the Letter of Transmittal, a certificate representing as soon as reasonably practicable after receipt by the proper Depositary of the required certificates and documents. No fractional OceanaGold Shares will be issued to Romarco Shareholders. Where the aggregate number of shares of Parent Common Stock may OceanaGold Shares to be issued to a person other than Romarco Shareholder as Consideration under the person Arrangement would result in whose name a fraction of an OceanaGold Share being issuable, the Certificate so surrendered is registered if number of OceanaGold Shares to be received by such Certificate Romarco Shareholder shall be properly endorsed or otherwise be in proper form for transfer and the person requesting such issuance shall pay any transfer or other taxes required by reason of the issuance of shares of Parent Common Stock to a person other than the registered holder of such Certificate or establish rounded down to the reasonable satisfaction of Parent that such tax has been nearest whole OceanaGold Share, with no consideration being paid or is not applicable. Until surrendered as contemplated by this Section 2.02(b), each Certificate shall be deemed at any time after for the Effective Time to represent only the right to receive upon such surrender the Merger Consideration that the holder thereof has the right to receive pursuant to the provisions of this Article II, any dividends or distributions to which the holder of such Certificate is entitled under Section 2.02(c) and any cash in lieu of any fractional share of Parent Common Stock to which the holder of such Certificate is entitled under Section 2.02(e). No interest shall be paid or shall accrue on any cash payable upon surrender of any Certificateshare.

Exchange Procedure. As soon as reasonably practicable ------------------ after the Effective Time, Parent shall cause the Exchange Agent to shall mail to each holder of record of a Certificate whose certificate or certificates which immediately prior to the Effective Time represented outstanding shares of Company Common Stock (the "Certificates") whose shares were converted into the right to receive the Merger Consideration pursuant to Section 2.01(c)1.6, (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 proper delivery of the Certificates to the Exchange Agent and shall be in such a form and have such other reasonable and customary provisions as Parent may reasonably specify) and (ii) instructions for use in surrendering effecting the surrender of the Certificates in exchange for (A) the Merger Consideration, (B) any dividends or other distributions to which holders of Certificates are entitled pursuant to Section 2.02(c) and (C) cash in lieu of any fractional shares of Parent Common Stock to which such holders are entitled pursuant to Section 2.02(e). Upon surrender of a Certificate for cancelation cancellation to the Exchange AgentAgent or to such other agent or agents as may be appointed by the Parent, together with such letter of transmittal, duly completed and validly executed, and such other documents as may reasonably be required by the Exchange Agent, the holder of such Certificate shall be entitled to receive in exchange therefor (x) certificates representing that the number of whole shares of Parent Common Stock into which such holder has the right to receive pursuant to the provisions of this Article II after taking into account all the shares of Company Common Stock then held theretofore represented by such holder under all such Certificates so surrendered, (y) any dividends or other distributions to which such holder is entitled Certificate shall have been converted pursuant to Section 2.02(c) and (z) cash in lieu of fractional shares of Parent Common Stock to which such holder is entitled pursuant to Section 2.02(e)1.6, ----------- and the Certificate so surrendered shall forthwith be canceledcancelled. In the event of a transfer of ownership of Company Common Stock that which is not registered in the transfer records of the Company, a certificate representing the proper number of shares of Parent Common Stock Merger Consideration may be issued distributed to a person other than the person in whose name the Certificate so surrendered is registered registered, if such Certificate shall be properly endorsed or otherwise be in proper form for transfer and the person requesting such issuance payment shall pay any transfer or other taxes required by reason of the issuance of shares of Parent Common Stock payment to a person other than the registered holder of such Certificate or establish to the reasonable satisfaction of Parent the Surviving Corporation that such tax has been paid or is not applicable. Until surrendered as contemplated by this Section 2.02(b)1.8, each Certificate shall be deemed at any time after the ----------- Effective Time to represent only the right to receive upon such surrender the Merger Consideration that the holder thereof has the right to receive pursuant to the provisions number of this Article II, any dividends or distributions to which the holder of such Certificate is entitled under Section 2.02(c) and any cash in lieu of any fractional share shares of Parent Common Stock to into which the holder shares of Company Common Stock theretofore represented by such Certificate is entitled under shall have been converted pursuant to Section 2.02(e)1.6. No interest shall be paid or shall accrue on any cash payable upon surrender of any Certificate.-----------

Exchange Procedure. As soon as reasonably practicable after the Effective Time (but in any event, no later than three Business Days after the Effective Time), Parent Spartan Stores shall cause the Exchange Agent to mail to each holder of record of a Certificate whose shares of Company Xxxx-Xxxxx Common Stock were converted into (other than Excluded Shares), as of the right to receive the Merger Consideration pursuant to Section 2.01(c)Effective Time, (i) a form of letter of transmittal (which shall be in customary form and shall specify that delivery shall will be effected, and risk of loss and title to the Certificates held by such person shall or Book-Entry Shares will pass, only upon proper delivery of the such Certificates or Book-Entry Shares to the Exchange Agent upon adherence to the procedures set forth in the letter of transmittal) for use in effecting the surrender of Certificates or Book-Entry Shares in exchange for the Merger Consideration, any cash in lieu of fractional shares payable pursuant to Section 3.7 and shall be in such form and have such any dividends or other reasonable and customary provisions as Parent may specify) distributions payable pursuant to Section 3.4, and (ii) instructions for use in surrendering effecting the surrender of such Certificates or Book-Entry Shares in exchange for (A) the Merger Consideration, (B) any cash in lieu of fractional shares payable pursuant to Section 3.7 and any dividends or other distributions to which holders Table of Certificates are entitled Contents payable pursuant to Section 2.02(c) and (C) cash in lieu of any fractional shares of Parent Common Stock to which such holders are entitled pursuant to Section 2.02(e)3.4. Upon surrender of a Certificate or of Book-Entry Shares for cancelation cancellation to the Exchange Agent, together with such letter of transmittal, duly completed and validly executedexecuted in accordance with the instructions thereto, and such other documents as may reasonably be required by the Exchange Agent, the each holder of such a Certificate or of Book Entry Shares shall be entitled to receive in exchange therefor (xA) certificates book-entry shares representing that the number of whole shares of Parent Common Stock which such holder has the right to receive pursuant to the provisions of this Article II after taking into account all the shares of Company Common Stock then held by such holder under all such Certificates so surrendered, (y) any dividends or other distributions to which such holder is entitled pursuant to Section 2.02(c) and (z) cash in lieu of fractional shares of Parent Spartan Stores Common Stock to which such holder is entitled pursuant to Section 2.02(e)3.1, (B) cash in lieu of any fractional shares payable pursuant to Section 3.7, and the Certificate (C) any dividends or distributions payable pursuant to Section 3.4, and such Certificates and Book-Entry Shares so surrendered shall forthwith be canceled. In the event of a transfer of ownership of Company Xxxx-Xxxxx Common Stock that is not registered in the transfer records of Xxxx-Xxxxx, payment of the Company, a certificate representing the proper number of shares of Parent Common Stock Merger Consideration may be issued made to a person Person other than the person Person in whose name the Certificate Certificates or Book-Entry Shares so surrendered is are registered if such Certificate shall be properly endorsed or otherwise be in proper form for transfer and the person Person requesting such issuance payment shall pay any transfer or other taxes Taxes required by reason of the issuance of shares of Parent Common Stock to a person other than the registered holder of such Certificate transfer or establish establish, to the reasonable satisfaction of Parent Spartan Stores, that such tax has Taxes have been paid or is are not applicable. Until surrendered as contemplated by this Section 2.02(b3.3(b), each Certificate and Book-Entry Share shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration that the holder thereof has the right to receive pursuant to the provisions of this Article IIConsideration, any dividends or distributions to which the holder of such Certificate is entitled under Section 2.02(c) and any cash in lieu of fractional shares payable pursuant to Section 3.7 and any fractional share of Parent Common Stock dividends or other distributions payable pursuant to which the holder of such Certificate is entitled under Section 2.02(e). No interest shall be paid or shall accrue on any cash payable upon surrender of any Certificate3.4.

Exchange Procedure. As soon as reasonably practicable after the Effective Time, Parent and in any event no later than five business days thereafter, the Exchange Agent shall, and IOS shall use its reasonable efforts to cause the Exchange Agent to to, mail to each holder of record of a Certificate whose certificate or certificates (the "CERTIFICATES") that immediately prior to the Effective Time represented outstanding shares of Company Common Stock whose shares were converted into the right to receive the Merger Consideration pursuant to Section 2.01(c), (iSECTION 2.01,(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 proper delivery of the Certificates to the Exchange Agent and shall be in such form and have such other reasonable and customary provisions as Parent IOS may reasonably specify) and (ii) instructions for use in surrendering effecting the surrender of the Certificates in exchange for (A) the Merger Consideration, (B) any dividends or other distributions to which holders of Certificates are entitled pursuant to Section 2.02(c) and (C) cash in lieu of any fractional shares of Parent Common Stock to which such holders are entitled pursuant to Section 2.02(e). Upon surrender of a Certificate for cancelation cancellation to the Exchange Agent, together with such letter of transmittal, duly completed and validly executed, and such other documents as may reasonably be required by the Exchange Agent, the holder of such Certificate shall be entitled to receive in exchange therefor (x) certificates a certificate representing that number of whole shares of Parent IOS Class A Common Stock into which such holder has the right to receive pursuant to the provisions of this Article II after taking into account all the shares of Company Common Stock then held theretofore represented by such holder under all such Certificates so surrendered, (y) any dividends or other distributions to which such holder is entitled Certificate shall have been converted pursuant to Section 2.02(cSECTION 2.01,(y) and (z) a check representing the cash in lieu of any fractional shares share of Parent IOS Class A Common Stock to which such holder is entitled pursuant to Section 2.02(eSECTION 2.05 and (z) any dividends and other distributions pursuant to SECTION 2.02(c), subject to any withholding tax, and the Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of Company Common Stock that is not registered in the transfer records of the Company, a certificate representing the proper number of shares of Parent Common Stock payment may be issued made to a person other than the person in whose name the Certificate so surrendered is registered registered, if such Certificate shall be properly endorsed or otherwise be in proper form for transfer and the person requesting such issuance payment shall pay any transfer or other taxes required by reason of the issuance of shares of Parent Common Stock payment to a person other than the registered holder of such Certificate or establish to the reasonable satisfaction of Parent IOS that such tax has been paid or is not applicable. Until surrendered as contemplated by this Section 2.02(b)SECTION 2.02, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender a certificate evidencing the Merger Consideration that the number of whole shares of IOS Class A Common Stock to which such holder thereof has the right to receive is entitled pursuant to the provisions of this Article IISECTION 2.01(c), any dividends or distributions to which the holder of such Certificate is entitled under Section 2.02(c) and any cash in lieu of any fractional share shares of Parent IOS Class A Common Stock to which the such holder of such Certificate is entitled under Section 2.02(epursuant to SECTION 2.05 and any dividends and other distributions to which such holder is entitled pursuant to SECTION 2.02(c). No interest shall be paid or shall accrue on any cash payable upon surrender of any Certificate.

Exchange Procedure. As soon as reasonably practicable after the Effective Time, Parent NHC/OP Sub shall cause the Exchange Agent to mail to each holder of record of a Certificate whose shares of Company Common Stock were converted into the right to receive the Merger Consideration pursuant to Section 2.01(c2.01(b), (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 proper delivery of the Certificates to the Exchange Agent and shall be in such form and have such other reasonable and customary provisions as Parent NHC/OP Sub may specify) and (ii) instructions for use in surrendering the Certificates in exchange for (A) the Merger Consideration, (B) any dividends or other distributions to which holders of Certificates are entitled pursuant to Section 2.02(c) and (C) cash in lieu of any fractional shares of Parent Common Preferred Stock to which such holders are entitled pursuant to Section 2.02(e). Upon surrender of a Certificate for cancelation cancellation to the Exchange Agent, together with such letter of transmittal, duly completed and validly executed, and such other documents as may reasonably be required by the Exchange Agent, the holder of such Certificate shall be entitled to receive in exchange therefor (x) certificates representing that number of whole shares of Parent Common Preferred Stock (which shall be in non-certificated book-entry form) which such holder has the right to receive pursuant to the provisions of this Article II after taking into account all the shares of Company Common Stock then held by such holder under all such Certificates so surrendered, (y) cash in an amount equal to $9.00 per share of Company Common Stock then held by such holder under all such Certificates so surrendered plus any dividends or other distributions to which such holder is entitled pursuant to Section 2.02(c) and (z) cash in lieu of fractional shares of Parent Common Preferred Stock to which such holder is entitled pursuant to Section 2.02(e), and the Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of Company Common Stock that is not registered in the transfer records of the Company, a certificate representing the proper number of shares of Parent Common Stock Merger Consideration may be issued to a person other than the person in whose name the Certificate so surrendered is registered if such Certificate shall be properly endorsed or otherwise be in proper form for transfer and the person requesting such issuance shall pay any transfer or other taxes Taxes required by reason of the issuance of shares of Parent Common Preferred Stock to a person other than the registered holder of such Certificate or establish to the reasonable satisfaction of Parent NHC/OP Sub that such tax Tax has been paid or is not applicable. Until surrendered as contemplated by this Section 2.02(b), each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration that the holder thereof has the right to receive pursuant to the provisions of this Article II, any dividends or distributions to which the holder of such Certificate is entitled under Section 2.02(c) and any cash in lieu of any fractional share of Parent Common Stock to which the holder of such Certificate is entitled under Section 2.02(e). No interest shall be paid or shall accrue on any cash payable upon surrender of any Certificate.under

Exchange Procedure. As soon as reasonably practicable after the Effective Time, Parent NHC/OP Sub shall cause the Exchange Agent to mail to each holder of record of a Certificate whose shares of Company Common Stock were converted into the right to receive the Merger Consideration pursuant to Section 2.01(c2.01(b), (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 proper delivery of the Certificates to the Exchange Agent and shall be in such form and have such other reasonable and customary provisions as Parent NHC/OP Sub may specify) and (ii) instructions for use in surrendering the Certificates in exchange for (A) the Merger Consideration, (B) any dividends or other distributions to which holders of Certificates are entitled pursuant to Section 2.02(c) and (C) cash in lieu of any fractional shares of Parent Common Preferred Stock to which such holders are entitled pursuant to Section 2.02(e). Upon surrender of a Certificate for cancelation cancellation to the Exchange Agent, together with such letter of transmittal, duly completed and validly executed, and such other documents as may reasonably be required by the Exchange Agent, the holder of such Certificate shall be entitled to receive in exchange therefor (x) certificates representing that number of whole shares of Parent Common Preferred Stock (which shall be in non-certificated book-entry form) which such holder has the right to receive pursuant to the provisions of this Article II after taking into account all the shares of Company Common Stock then held by such holder under all such Certificates so surrendered, (y) cash in an amount equal to $9.00 per share of Company Common Stock then held by such holder under all such Certificates so surrendered plus any dividends or other distributions to which such holder is entitled pursuant to Section 2.02(c) and (z) cash in lieu of fractional shares of Parent Common Preferred Stock to which such holder is entitled pursuant to Section 2.02(e), and the Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of Company Common Stock that is not registered in the transfer records of the Company, a certificate representing the proper number of shares of Parent Common Stock Merger Consideration may be issued to a person other than the person in whose name the Certificate so surrendered is registered if such Certificate shall be properly endorsed or otherwise be in proper form for transfer and the person requesting such issuance shall pay any transfer or other taxes Taxes required by reason of the issuance of shares of Parent Common Preferred Stock to a person other than the registered holder of such Certificate or establish to the reasonable satisfaction of Parent NHC/OP Sub that such tax Tax has been paid or is not applicable. Until surrendered as contemplated by this Section 2.02(b), each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration that the holder thereof has the right to receive pursuant to the provisions of this Article II, any dividends or distributions to which the holder of such Certificate is entitled under Section 2.02(c) and any cash in lieu of any fractional share of Parent Common Preferred Stock to which the holder of such Certificate is entitled under Section 2.02(e). No interest shall be paid or shall accrue on any cash payable upon surrender of any Certificate.

Exchange Procedure. As soon as reasonably practicable after the Effective Time, Parent the Paying Agent shall cause the Exchange Agent to mail to each holder of record of a Certificate whose certificate or certificates (the "CERTIFICATES") that immediately prior to the Effective Time represented outstanding shares of Company Common Stock whose shares were converted into the right to receive the Merger Consideration pursuant to Section 2.01(c)2.01, (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 proper delivery of the Certificates to the Exchange Paying Agent and shall be in such form and have such other reasonable and customary provisions as Parent Conopco and the Company may reasonably specify) and (ii) instructions for use in surrendering effecting the surrender of the Certificates in exchange for (A) the Merger Consideration, (B) any dividends or other distributions to which holders of Certificates are entitled pursuant to Section 2.02(c) and (C) cash in lieu of any fractional shares of Parent Common Stock to which such holders are entitled pursuant to Section 2.02(e). Upon surrender of a Certificate for cancelation to the Exchange AgentPaying Agent or to such other agent or agents as may be appointed by Conopco, together with such letter of transmittal, duly completed and validly executed, and such other documents docu ments as may reasonably be required by the Exchange Paying Agent, the holder of such Certificate shall be entitled to receive in exchange therefor (x) certificates representing that number the amount of whole shares of Parent Common Stock cash into which such holder has the right to receive pursuant to the provisions of this Article II after taking into account all the shares of Company Common Stock then held theretofore represented by such holder under all such Certificates so surrendered, (y) any dividends or other distributions to which such holder is entitled Certificate shall have been converted pursuant to Section 2.02(c) and (z) cash in lieu of fractional shares of Parent Common Stock to which such holder is entitled pursuant to Section 2.02(e)2.01, and the Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of Company Common Stock that is not registered in the transfer records of the Company, a certificate representing the proper number of shares of Parent Common Stock payment may be issued made to a person other than the person in whose name the Certificate so surrendered is registered registered, if such Certificate shall be properly endorsed or otherwise be in proper form for transfer and the person requesting such issuance payment shall pay any transfer or other taxes required by reason of the issuance of shares of Parent Common Stock payment to a person other than the registered holder of such Certificate or establish to the reasonable satisfaction of Parent Conopco that such tax has been paid or is not applicable. Until surrendered as contemplated by this Section 2.02(b)2.02, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration that amount of cash, without interest, into which the holder thereof has the right to receive shares of Company Common Stock theretofore represented by such Certificate have been converted pursuant to the provisions of this Article II, any dividends or distributions to which the holder of such Certificate is entitled under Section 2.02(c) and any cash in lieu of any fractional share of Parent Common Stock to which the holder of such Certificate is entitled under Section 2.02(e)2.01. No interest shall be paid or shall accrue on any the cash payable upon surrender of any Certificate.

Exchange Procedure. As soon as reasonably practicable after the Effective Time, Parent New Archstone shall use commercially reasonable efforts to cause the Exchange Agent Agent, no later than the fifth business day after the Merger Closing Date, to mail to each holder of record of a Certificate or Certificates which immediately prior to the Effective Time of the Merger represented outstanding shares of Xxxxx Common Stock or any series of Xxxxx Preferred Stock whose shares of Company Common Stock were converted into the right to receive the Merger Consideration pursuant to Section 2.01(c1.12(b), (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 proper delivery of the Certificates to the Exchange Agent and shall be in such a form and have such other reasonable and customary provisions as Parent Archstone may reasonably specify) and (ii) instructions for use in surrendering effecting the surrender of the Certificates in exchange for (A) the Merger Consideration, (B) Consideration together with any dividends or other distributions to which holders of Certificates are such holder is entitled pursuant to Section 2.02(c1.15(e) and (C) cash cash, if any, payable in lieu of any fractional shares of Parent Common Stock to which such holders are entitled pursuant to Section 2.02(e1.15(h). Upon surrender of a Certificate for cancelation cancellation to the Exchange Agent, together with such letter of transmittal, duly completed and validly executed, and such other documents as may reasonably be required by the Exchange Agent, (i) the holder of such Certificate shall be entitled to receive in exchange therefor (x) certificates representing that number of whole shares of Parent Common Stock the Merger Consideration into which such holder has the right to receive pursuant to the provisions of this Article II after taking into account all the shares of Company Xxxxx Common Stock then held or a series of Xxxxx Preferred Stock, as applicable, theretofore represented by such holder under all such Certificates so surrenderedCertificate shall have been converted pursuant to Section 1.12(b), (y) together with any dividends or other distributions to which such holder is entitled pursuant to Section 2.02(c1.15(e) and (z) cash cash, if any, payable in lieu of fractional shares of Parent Common Stock to which such holder is entitled pursuant to Section 2.02(e1.15(h), (ii) New Archstone shall use commercially reasonable efforts to cause the Exchange Agent to mail (or make available for collection by hand if so elected by the surrendering holder) such amount to such holder within five business days after receipt thereof, and (iii) the Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of Company shares of Xxxxx Common Stock that or any series of Xxxxx Preferred Stock which is not registered in the transfer records of the CompanyXxxxx, a certificate representing the proper number of shares of Parent Common Stock payment may be issued made to a person Person other than the person Person in whose name the Certificate so surrendered is registered if such Certificate shall be properly endorsed or otherwise be in proper form for transfer and the person Person requesting such issuance payment either shall pay any transfer or other taxes required by reason of the issuance of shares of Parent Common Stock such payment being made to a person Person other than the registered holder of such Certificate or establish to the reasonable satisfaction of Parent New Archstone that such tax has or taxes have been paid or is are not applicable. Until surrendered as contemplated by this Section 2.02(b)1.15, each Certificate shall be deemed at any time after the Effective Time of the Merger to represent only the right to receive upon such surrender the Merger Consideration that Consideration, without interest, into which the holder thereof has the right to receive shares of Xxxxx Common Stock or any series of Xxxxx Preferred Stock heretofore represented by such Certificate shall have been converted pursuant to the provisions of this Article IISection 1.12, and any dividends or other distributions to which the such holder of such Certificate is entitled under pursuant to Section 2.02(c1.15(e) and any cash payable in lieu of any fractional share of Parent Common Stock shares pursuant to which the holder of such Certificate is entitled under Section 2.02(e1.15(h). No interest shall will be paid or shall will accrue on the Merger Consideration upon the surrender of any Certificate or on any cash payable upon surrender pursuant to Section 1.15(e) or Section 1.15(h). New Archstone or the Exchange Agent, as applicable, shall be entitled, in its sole and absolute discretion, to deduct and withhold from the cash, New Archstone Common Shares or New Archstone Preferred Shares, or any combination thereof, that otherwise is payable pursuant to this Agreement to any holder of shares of Xxxxx Common Stock or any Certificateseries of Xxxxx Preferred Stock such amounts as New Archstone or the Exchange Agent is required to deduct and withhold with respect to the making of such payment under the Code or under any provision of state, local or foreign tax law. For this purpose, any New Archstone Common Shares or New Archstone Preferred Shares deducted and withheld by New Archstone shall be valued at the last trading price of the New Archstone Common Shares or the New Archstone Preferred Shares, as applicable, on the New York Stock Exchange on the effective date of the Merger (or in the event that a series of New Archstone Preferred Shares does not trade on the New York Stock Exchange, at the liquidation preference (excluding unpaid dividends) per New Archstone Preferred Share). To the extent that amounts are so withheld by New Archstone or the Exchange Agent, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the holder of the shares of Xxxxx Common Stock or a series of Xxxxx Preferred Stock, as applicable, in respect of which such deduction and withholding was made by New Archstone or the Exchange Agent.

Exchange Procedure. As soon as reasonably practicable after the Effective Time, Parent Horizon OP and Sun shall use commercially reasonable efforts to cause the Exchange Agent Agent, no later than the fifth business day after the Closing Date, to mail to each holder of record of a Certificate whose shares of Company Common Stock were converted into or Certificates which immediately prior to the right to receive the REIT Merger Consideration pursuant to Section 2.01(c), Effective Time represented outstanding Class A EPS or Paired Shares (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 proper delivery of the Certificates to the Exchange Agent and shall be in such a form and have such other reasonable and customary provisions as Parent Horizon OP and Sun may reasonably specify) and (ii) instructions for use in surrendering effecting the surrender of the Certificates in exchange for (A) the REIT Merger ConsiderationConsideration and a certificate representing the Sun Common Share Amount, (B) as applicable, together with any dividends or other distributions to which holders of Certificates are such holder is entitled pursuant to Section 2.02(c1.9(d) and (C) cash cash, if any, payable in lieu of any fractional shares of Parent Common Stock to which such holders are entitled pursuant to Section 2.02(e1.9(g). Upon surrender of a Certificate for cancelation cancellation to the Exchange Agent, together with such letter of transmittal, duly completed and validly executed, and such other documents as may reasonably be required by the Exchange Agent, (i) the holder of such Certificate shall be entitled to receive in exchange therefor (x) certificates representing that number of whole shares of Parent Common Stock the REIT Merger Consideration into which Class A EPS or Class B Shares theretofore represented by such holder has the right to receive Certificate shall have been converted pursuant to the provisions of this Article II after taking into account all the shares of Company Common Stock then held by such holder under all such Certificates so surrenderedSection 1.6(a), (y) together with any dividends or other distributions to which such holder is entitled pursuant to Section 2.02(c1.9(d) and (z) cash cash, if any, payable in lieu of fractional shares of Parent Common Stock to which such holder is entitled pursuant to Section 2.02(e1.9(g) and, in the case of Certificates for Paired Shares, a certificate representing the number of shares of Sun Common Stock equal to the number of shares of Sun Common Stock represented by such Certificate prior to the REIT Merger Effective Time (the “Sun Common Share Amount”), (ii) Horizon OP and Sun shall use commercially reasonable efforts to cause the Exchange Agent to mail (or make available for collection by hand if so elected by the surrendering holder) such amount to such holder within five (5) business days after receipt thereof and (iii) the Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of Company Common Stock that Class A EPS or Paired Shares which is not registered in the transfer records of Sun or Trust, as applicable, payment of the CompanyREIT Merger Consideration or issuance of the Sun Common Share Amount, a certificate representing the proper number of shares of Parent Common Stock as applicable, may be issued made to a person Person other than the person Person in whose name the Certificate so surrendered is registered if such Certificate shall be properly endorsed or otherwise be in proper form for transfer and the person Person requesting such payment or issuance either shall pay any transfer or other taxes Taxes required by reason of the such payment or issuance of shares of Parent Common Stock being made to a person Person other than the registered holder of such Certificate or establish to the reasonable satisfaction of Parent Sun or Horizon OP, as applicable, that such tax has Taxes have been paid or is are not applicable. Until surrendered as contemplated by this Section 2.02(b)1.9, each Certificate shall be deemed at any time after the REIT Merger Effective Time to represent only the right to receive upon such surrender the REIT Merger Consideration that the holder thereof has the right to receive into which Class A EPS or Class B Shares heretofore represented by such Certificate shall have been converted pursuant to the provisions of this Article IISection 1.6(a), any dividends or other distributions to which the such holder of such Certificate is entitled under pursuant to Section 2.02(c) and 1.9(d), any cash payable in lieu of any fractional share of Parent shares pursuant to Section 1.9(g) and, if applicable, the Sun Common Stock to which the holder of such Certificate is entitled under Section 2.02(e)Share Amount. No interest shall will be paid or shall will accrue on the REIT Merger Consideration upon the s urrender of any Certificate or on any cash payable upon surrender pursuant to Section 1.9(d) or Section 1.9(g). The Exchange Agent shall be entitled, in its sole and absolute discretion, subject to Section 1.9(f), to deduct and withhold from the cash, Horizon Common Stock or Sun Common Stock, or any combination thereof, that otherwise is payable or issuable pursuant to this Agreement to any holder of one or more Certificates such amounts as are required to be deducted and withheld with respect to the making of such payment under the Code or under any provision of Tax Law; provided that, notwithstanding anything in this Section 1.9(c) to the contrary, no deduction or withholding shall be made under any provision of Tax Law, including under Section 1445 of the Code, from any payments made to a Seller or any Subsidiary thereof unless (i) in the case of any Certificatededuction or withholding other than under Section 1445 of the Code, Horizon OP shall have furnished Sun, no later than fifteen (15) days prior to the applicable payment date, with a written notice referring to this Section 1.9(c) and describing the approximate amount of the deduction or withholding to be made (it being agreed that, in the event of any such written notice and with respect to such deduction or withholding, (x) Sun and Horizon OP shall promptly enter into discussions in good faith to determine if applicable circumstances permit the lack of such deduction or withholding and (y) to the extent Horizon OP determines in good faith that such deduction or withholding is required, and Sun determines in good faith that such deduction or withholding is not required, there shall be no such deduction or withholding upon an agreement by Sun in writing to indemnify Horizon OP against any such deduction, withholding, interest, penalties and expenses that subsequently becomes borne, as a result of a challenge by the applicable tax authority, by Horizon OP or its Affiliates) or (ii) in the case of any deduction or withholding under Section 1445 of the Code, such Seller fails to furnish Horizon OP with an affidavit as contemplated by Section 2.4(a)(vi) of this Agreement. Any amounts so deducted or withheld by the Exchange Agent shall be treated for all purposes of this Agreement as having been paid or issued to the holder of the Certificates in respect of which such deduction and withholding was made by the Exchange Agent.

Exchange Procedure. As soon as reasonably practicable Promptly (and in any event no later than five Business Days) after the Effective Time, Parent the Paying Agent shall cause the Exchange Agent to mail to each holder of record of a Certificate whose certificate or certificates, or a non-certificated share or non-certificated shares, that immediately prior to the Effective Time represented outstanding shares of Company Common Stock (the “Certificates” or “Book-Entry Shares”, respectively) which were converted into the right to receive the Merger Consideration pursuant to Section 2.01(c), ) (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 or Book-Entry Shares, as applicable, shall pass, only upon proper delivery of the Certificates or Book-Entry Shares, as applicable, to the Exchange Agent Paying Agent, and shall be in such customary form and have such other reasonable and customary provisions as Parent any party may reasonably specify) and (ii) instructions for use in surrendering effecting the surrender of the Certificates or Book-Entry Shares, as applicable, in exchange for the Merger Consideration. Upon (A) in the Merger Considerationcase of a Certificate, (B) any dividends or other distributions to which holders of Certificates are entitled pursuant to Section 2.02(c) and (C) cash in lieu of any fractional shares of Parent Common Stock to which such holders are entitled pursuant to Section 2.02(e). Upon surrender of a such Certificate for cancelation to the Exchange AgentPaying Agent for cancellation, together with such letter of transmittal, duly completed and validly executed, and such other documents as may reasonably be required by the Exchange AgentPaying Agent or (B) in the case of Book-Entry Shares, receipt of an “agent’s message” by the Paying Agent (or such other evidence, if any, of the transfer as the Paying Agent may reasonably request), the holder of such Certificate or Book-Entry Share, as applicable, shall be entitled to receive in exchange therefor (x) certificates representing that number of whole shares of Parent Common Stock which such holder has the right to receive pursuant to the provisions of this Article II after taking into account all the shares Merger Consideration for each share of Company Common Stock then held theretofore represented by such holder under all such Certificates so surrenderedCertificate or Book-Entry Share, (y) any dividends or other distributions to which such holder is entitled as applicable, pursuant to Section 2.02(c) and (z) cash in lieu of fractional shares of Parent Common Stock to which such holder is entitled pursuant to Section 2.02(e2.01(c), and the Certificate or Book-Entry Share, as applicable, so surrendered shall forthwith be canceled. In the event of a transfer of ownership of Company Common Stock that is not registered in the transfer records of the Company, a certificate representing the proper number of shares of Parent Common Stock payment may be issued made to a person Person other than the person Person in whose name the Certificate or Book-Entry Share, as applicable, so surrendered is registered registered, if such Certificate or Book-Entry Share, as applicable, shall be properly endorsed or otherwise be in proper form for transfer and the person Person requesting such issuance payment shall pay any transfer or other taxes Taxes required by reason of the issuance of shares of Parent Common Stock payment to a person Person other than the registered holder of such Certificate or Book-Entry Share, as applicable, or establish to the reasonable satisfaction of Parent that such tax Tax has been paid or is not applicable. Until surrendered as contemplated by this Section 2.02(b)2.02, each Certificate or Book-Entry Share shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration that the holder thereof has the right to receive pursuant to the provisions of in accordance with this Article II, any dividends or distributions to which the holder of such Certificate is entitled under Section 2.02(c) and any cash in lieu of any fractional share of Parent Common Stock to which the holder of such Certificate is entitled under Section 2.02(e). No interest shall be paid or shall accrue on any the cash payable upon surrender of any CertificateCertificate or Book-Entry Share.

Exchange Procedure. As soon as reasonably practicable after On or before the Effective TimeTime of the Merger, Parent ------------------ CFW shall cause the Exchange Agent to mail to each holder of record of a Certificate whose shares certificate or certificates that immediately prior to the Effective Time of Company Common Stock were converted into the right to receive the Merger Consideration pursuant to Section 2.01(crepresented outstanding Company Shares (the "Certificates"), other than the Company, CFW and any wholly ------------ owned subsidiary of the Company or CFW, (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 proper delivery of the Certificates to the Exchange Agent CFW and shall be in such a form and have such other reasonable and customary provisions as Parent CFW may reasonably specify) and (ii) instructions for use in surrendering effecting the surrender of the Certificates in exchange for (A) the Merger Consideration, (B) certificates representing the CFW Common Stock and any dividends or other distributions to which holders of Certificates are entitled pursuant to Section 2.02(c) and (C) cash in lieu of any a fractional shares share of Parent CFW Common Stock to which such holders are entitled pursuant Stock. Subject to Section 2.02(e). Upon 2.3, upon ----------- surrender of a Certificate for cancelation to CFW or to such other agent or agents as may be appointed by the Exchange AgentSurviving Corporation, together with such letter of transmittal, duly completed and validly executed, and such other documents as may reasonably be required by the Exchange AgentCFW, the holder of such Certificate shall be entitled to receive in exchange therefor (xi) a certificate or certificates representing that the number of whole shares of Parent CFW Common Stock into which such holder has the right to receive pursuant to the provisions of this Article II after taking into account all the shares of Company Common Stock then held Shares theretofore represented by such holder under all such Certificates so surrendered, (y) any dividends or other distributions to which such holder is entitled Certificate shall have been converted pursuant to Section 2.02(c) ------- 2.1(c), and (zii) any cash payable in lieu of a fractional shares share of Parent CFW Common Stock to which such holder is entitled pursuant to Section 2.02(e)------ Stock, and the Certificate so surrendered shall forthwith be canceled. In If the event shares of a transfer of ownership of Company CFW Common Stock that is not registered in the transfer records of the Company, a certificate representing the proper number of shares of Parent Common Stock may are to be issued to a person Person other than the person Person in whose name the Certificate so surrendered is registered if registered, it shall be a condition of exchange that such Certificate shall be properly endorsed or otherwise be in proper form for transfer and that the person Person requesting such issuance exchange shall pay any transfer or other taxes required by reason of the issuance of shares of Parent Common Stock exchange to a person Person other than the registered holder of such Certificate or establish to the reasonable satisfaction of Parent CFW and the Surviving Corporation that such tax has been paid or is not applicable. Until surrendered as contemplated by this Section 2.02(b)2.2, each ----------- Certificate shall be deemed at any time after as of the Effective Time of the Merger to represent only the right to receive receive, upon such surrender the Merger Consideration that the holder thereof has the right to receive pursuant to the provisions of this Article II, any dividends or distributions to which the holder of such Certificate is entitled under in accordance with this Section 2.02(c) and any cash in lieu of any fractional share of Parent Common Stock to which 2.2((a)), the holder of such Certificate is entitled under Section 2.02(e)Merger Consideration. No interest shall be paid or shall accrue on any cash payable upon surrender of any Certificate.----------------

Exchange Procedure. As soon promptly as reasonably practicable after following the Effective Time, Parent and in any event no later than five Business Days thereafter, the Exchange Agent shall, and Brookfield Residential shall cause the Exchange Agent to to, mail to each holder of record of a Certificate certificate (the “Brookfield Homes Certificates”) that immediately prior to the Effective Time represented outstanding shares of Brookfield Homes Stock or non-certificated shares of Brookfield Homes Stock represented by book-entry (“Book Entry Shares”) whose shares of Company Common Stock were converted into and became the right to receive the Merger Consideration shares of Brookfield Residential Stock pursuant to Section 2.01(c)3.01 and Section 3.02, respectively, (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Brookfield Homes Certificates held by such person shall pass, only upon proper delivery of the Brookfield Homes Certificates or Book Entry Shares to the Exchange Agent and shall be in such form and have such other reasonable and customary provisions as Parent Brookfield Residential may reasonably specify) and (ii) instructions for use in surrendering effecting the surrender of the Brookfield Homes Certificates or Book Entry Shares in exchange for certificates representing whole shares of Brookfield Residential Stock (Athe “Brookfield Residential Certificates”) the Merger Consideration, (B) any dividends or other distributions to which holders and cash payable in respect thereof in lieu of Certificates are entitled fractional shares pursuant to Section 2.02(c) 3.06. With respect to uncertificated shares of Brookfield Homes Stock held through “direct registration,” Brookfield Residential shall implement procedures with the Exchange Agent for effecting the exchange of such directly registered uncertificated shares of Brookfield Home Stock and (C) payment of cash in lieu of any fractional shares of Parent Common Stock to which such holders are entitled pursuant to Section 2.02(e)3.06 as promptly as practicable after the Effective Time. Upon surrender of a Brookfield Homes Certificate or Book Entry Shares for cancelation cancellation to the Exchange Agent, together with such letter of transmittal, duly properly completed and validly duly executed, and such other documents as may be reasonably be required by the Exchange Agent, the holder of such Brookfield Homes Certificate or Book Entry Shares shall be entitled to receive in exchange therefor (x) certificates representing that the number and class of whole shares of Parent Common Brookfield Residential Stock which such holder has the right to receive pursuant to the provisions of this Article II after taking into account all III (which, at the election of Brookfield Residential, may be in uncertificated book entry form unless a physical certificate is requested by the holder of record or is otherwise required by applicable laws) and payment in lieu of fractional shares of Company Common Stock then held by such holder under all such Certificates so surrendered, (y) any dividends or other distributions to which such holder is entitled pursuant to Section 2.02(c) and (z) cash in lieu of fractional shares of Parent Common Stock to which such holder is entitled pursuant to Section 2.02(e)3.06, and the Brookfield Homes Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of Company Common Stock that is not registered in a Brookfield Homes Certificate after the transfer records of the CompanyEffective Time, a certificate representing the proper number of shares of Parent Common Stock exchange may be issued made to a person Person other than the person Person in whose name the Brookfield Homes Certificate so surrendered is registered registered, if such Brookfield Homes Certificate shall be properly endorsed or otherwise be in proper form for transfer and shall be accompanied by evidence satisfactory to the person requesting such issuance shall pay Exchange Agent that any transfer or other taxes required by reason of such exchange in the issuance of shares of Parent Common Stock to a person name other than that of the registered holder of such Brookfield Homes Certificate or establish to the reasonable satisfaction of Parent that such tax instrument either has been paid or is not applicablepayable. Until surrendered as contemplated by this Section 2.02(b)3.08, each Brookfield Homes Certificate or Book Entry Share shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender a Brookfield Residential Certificate or Certificates evidencing the Merger Consideration that to which the holder thereof has is entitled in accordance with Section 3.01 or Section 3.02, as the case may be, and the right to receive pursuant to the provisions of this Article II, any dividends or distributions to which the holder of such Certificate is entitled under Section 2.02(c) and any an amount in cash in lieu of any fractional share of Parent Common Stock shares in accordance with Section 3.06 and any dividends and other distributions to which the such holder of such Certificate is entitled under pursuant to Section 2.02(e3.08(f). No interest shall be paid or shall accrue on any cash payable upon surrender of any Certificate.

Exchange Procedure. At or prior to the Effective Time, Parent shall deposit with a bank or trust company designated by Parent and reasonably acceptable to Company (the "Exchange Agent") for the benefit of the holders of Company Common Stock outstanding immediately prior to the Effective Time, for exchange in accordance with this Section 2.2, through the Exchange Agent, (i) certificates evidencing the shares of Parent Common Stock issuable pursuant to Section 2.1(c) in exchange for outstanding shares of Company Common Stock and (ii) cash in an aggregate amount sufficient to pay for fractional shares pursuant to Section 2.2(d). Any interest, dividends, or other income earned on the investment of cash or other property deposited by Parent with the Exchange Agent in accordance with this Section 2.2 shall be for the account of and payable to Parent. As soon as reasonably practicable after the Effective Time but in any event no later than 10 days after the Effective Time, Parent shall cause the Exchange Agent to mail be mailed to each holder of record of a Certificate whose certificate or certificates which immediately prior to the Effective Time represented outstanding shares of Company Common Stock were converted into (the right to receive the Merger Consideration pursuant to Section 2.01(c"Certificates"), (i) a letter of transmittal (which shall be in customary form and shall specify that delivery shall be effected, and risk of loss and title to the Certificates held by such person shall pass, only upon proper delivery of the Certificates to the Exchange Agent and shall be in such form and have such other reasonable and customary provisions as Parent may specify) Agent), and (ii) instructions for use in surrendering effecting the surrender of the Certificates in exchange for (A) the Merger Consideration, (B) any dividends or other distributions to which holders of Certificates are entitled pursuant to Section 2.02(c) and (C) cash in lieu of any fractional certificates representing shares of Parent Common Stock to which such holders are entitled pursuant to Section 2.02(e)Stock. Upon surrender of a Certificate for cancelation cancellation to the Exchange Agent, together with such letter of transmittal, duly completed and validly executed, and such other documents as may reasonably be required by the Exchange Agent, the holder of such Certificate shall be entitled to receive in exchange therefor (x) certificates representing a certificate evidencing that number of whole shares of Parent Common Stock which such holder has the right to receive pursuant to in respect of the provisions shares of this Article II Company Common Stock formerly evidenced by such Certificate (after taking into account all the shares of Company Common Stock then held of record by such holder under all such Certificates so surrenderedholder), (y) any dividends or other distributions to which such holder is entitled pursuant to Section 2.02(c) and (z) cash in lieu of fractional shares of Parent Common Stock to which such holder is entitled pursuant to Section 2.02(e2.2(d) and any dividends or other distributions to which such holder is entitled pursuant to Section 2.2(b), and the Certificate so surrendered shall forthwith be canceledcancelled. In the event of a transfer of ownership of Company Common Stock that which is not registered in the transfer records of the Company, a certificate representing the proper number of shares of Parent Common Stock may be issued to a person other than the person in whose name the Certificate so surrendered is registered registered, if such Certificate Certificate, accompanied by all documents required to evidence and effect such transfer, shall be properly endorsed with signature guarantee or otherwise be in proper form for transfer transfer, and the person requesting such issuance payment shall pay any transfer or other taxes required by reason of the issuance of shares of Parent Common Stock to a person other than the registered holder of such Certificate or establish to the reasonable –4– satisfaction of Parent that such tax has been paid or is not applicable. Until surrendered as contemplated by this Section 2.02(b)2.2, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration that the holder thereof has the right to receive pursuant to the provisions certificate evidencing whole shares of this Article IIParent Common Stock, any dividends or distributions to which the holder of such Certificate is entitled under Section 2.02(c) and any cash in lieu of any fractional share shares of Parent Common Stock to which the such holder of such Certificate is entitled under pursuant to Section 2.02(e2.2(d) and any dividends or other distributions to which such holder is entitled pursuant to Section 2.2(b). No interest shall will be paid or shall will accrue on any cash payable upon surrender of any Certificatepursuant to Section 2.2(b) or 2.2(d).

Exchange Procedure. As soon as reasonably practicable after the Effective Time, Parent Xxxx-Xxxx shall use commercially reasonable efforts to cause the Exchange Agent to mail to each holder of record of a Certificate or Certificates which immediately prior to the Effective Time represented outstanding Xxxxxxxx Common Shares and Xxxxxxxx Series A Preferred Shares whose shares of Company Common Stock were converted pursuant to Section 1.12 into the right to receive the Merger Consideration pursuant to Section 2.01(c), (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 proper delivery of the Certificates to the Exchange Agent and shall be in such a form and have such other reasonable and customary provisions as Parent Xxxx-Xxxx may reasonably specify) and (ii) instructions for use in surrendering effecting the surrender of the Certificates in exchange for (A) the Merger Consideration, (B) any dividends or other distributions to which holders of Certificates are entitled pursuant to Section 2.02(c) and (C) cash in lieu of any fractional shares of Parent Common Stock to which such holders are entitled pursuant to Section 2.02(e). Upon surrender of a Certificate for cancelation cancellation to the Exchange AgentAgent or to such other agent or agents as may be appointed by Xxxx-Xxxx, together with such letter of transmittal, duly completed and validly executed, and such other documents as may reasonably be required by the Exchange Agent, the holder of such Certificate shall be entitled to receive in exchange therefor (x) certificates representing that number of whole shares of Parent the Merger Consideration into which the Xxxxxxxx Common Stock which Shares or Xxxxxxxx Series A Preferred Shares, as applicable, theretofore represented by such holder has the right to receive Certificate shall have been converted pursuant to the provisions of this Article II after taking into account all the shares of Company Common Stock then held by such holder under all such Certificates so surrenderedSection 1.12, (y) together with any dividends or other distributions to which such holder is entitled pursuant to Section 2.02(c) 1.16(d), and (z) cash cash, if any, payable in lieu of fractional shares of Parent Common Stock to which such holder is entitled pursuant to Section 2.02(e1.16(g), to be mailed within five business days of receipt thereof, and the Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of Company Xxxxxxxx Common Stock that Shares or Xxxxxxxx Series A Preferred Shares which is not registered in the transfer records of the CompanyXxxxxxxx, a certificate representing the proper number of shares of Parent Common Stock payment may be issued made to a person other than the person in whose name the Certificate so surrendered is registered if such Certificate shall be properly endorsed or otherwise be in proper form for transfer and the person requesting such issuance payment either shall pay any transfer or other taxes required by reason of the issuance of shares of Parent Common Stock such payment being made to a person other than the registered holder of such Certificate or establish to the reasonable satisfaction of Parent Xxxx-Xxxx that such tax has or taxes have been paid or is are not applicable. Until surrendered as contemplated by this Section 2.02(b)1.16, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration that Consideration, without interest, into which the holder thereof has the right to receive Xxxxxxxx Common Shares or Xxxxxxxx Series A Preferred Shares, as applicable, theretofore represented by such Certificate shall have been converted pursuant to the provisions of this Article IISection 1.12, and any dividends or other distributions to which the such holder of such Certificate is entitled under pursuant to Section 2.02(c) and any cash in lieu of any fractional share of Parent Common Stock to which the holder of such Certificate is entitled under Section 2.02(e1.16(d). No interest shall will be paid or shall will accrue on the Merger Consideration upon the surrender of any Certificate or on any cash payable upon surrender of any Certificatepursuant to Section 1.16(d) or Section 1.16(g).

Exchange Procedure. As soon At or prior to the Closing, Company will issue and cause to be deposited with Computershare Trust Company, N.A. (the “Transfer Agent”), for the benefit of Contributor and for exchange in accordance with this Article 1 through the Transfer Agent, the certificates (or uncertificated book-entries, as reasonably practicable applicable) representing the Exchange Shares, and, immediately after the Effective TimeClosing, Parent the Transfer Agent shall be authorized by Company to issue the Exchange Shares to Contributor in accordance with this Agreement. Each certificate representing the Exchange Shares shall (unless the securities evidenced by such certificate shall have been registered under the Securities Act or sold pursuant to Rule 144 thereunder) initially bear a legend in the following form (in addition to any legend required under applicable state securities laws): THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION. THESE SECURITIES MAY NOT BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, DISTRIBUTED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAW OR PURSUANT TO AN EXEMPTION FROM SUCH REGISTRATION REQUIREMENTS. The Exchange Shares will be issued from Company to Contributor in a private placement transaction, pursuant to the exemption from registration set forth in Section 4(a)(2) of the Securities Act. The offering and issuance of the Exchange Shares hereunder will not be registered with the SEC, and accordingly, the Exchange Shares will be “restricted securities” under the Securities Act. Any subsequent offer, sale or disposition of the Exchange Shares by Contributor must be either registered under the Securities Act and applicable state securities laws or exempt from such registration requirements (including pursuant to the safe harbor provided by Rule 144 promulgated under the Securities Act). Except as set forth in the Registration Rights Agreement, Company has no obligation to register the offering or issuance of the Exchange Shares with the SEC or the securities regulatory authority of any other state or jurisdiction. On or prior to the Closing, Contributor, as a condition to receiving the Exchange Shares, will deliver to Company (i) duly executed stock transfer forms in favor of Company in customary form in respect of the CHB DE Shares, (ii) duly executed Dutch notarial deed of transfer of shares in customary form in respect of the CHB BV Shares and (iii) the CHB Share certificate(s) or register or an indemnity for any lost certificates in favor of the Company in such form as the Company may reasonably require. Notwithstanding the foregoing, upon Contributor’s prior written request, the Company shall cause the Exchange Agent Shares to mail be delivered on behalf of Contributor directly to each holder of record of a Certificate whose shares of Contributor’s members at the Closing, provided that the Company Common Stock were converted into shall have received, no less than five Business Days prior to the right to receive the Merger Consideration pursuant to Section 2.01(c), (i) a letter of transmittal (which shall specify that delivery shall be effectedClosing Date, and risk of loss and title as a condition to being obligated to issue the Exchange Shares to the Certificates held by such person shall passContributor’s members, only upon proper a written opinion of Ropes & Xxxx LLP, in a form reasonably acceptable to the Company and its legal counsel, to the effect that the delivery of the Certificates Exchange Shares to Contributor’s members at Contributor’s instruction does not require registration under the Securities Act and does not cause the Exchange or the Exchange Shares Issuance to require registration under the Securities Act. In the event the Exchange Shares are issued to the Exchange Agent and shall be in such form and have such other reasonable and customary provisions Contributor’s members as Parent may specify) and (ii) instructions for use in surrendering the Certificates in exchange for (A) the Merger Consideration, (B) any dividends or other distributions to which holders of Certificates are entitled provided pursuant to Section 2.02(c) and (C) cash in lieu of any fractional shares of Parent Common Stock to which such holders are entitled pursuant to Section 2.02(e). Upon surrender of a Certificate for cancelation to the Exchange Agentforegoing sentence, together with such letter of transmittal, duly completed and validly executed, and such other documents as may reasonably be required by the Exchange Agent, the holder of such Certificate shall be entitled to receive in exchange therefor (x) certificates representing that number of whole shares of Parent Common Stock which such holder has the right to receive pursuant to the provisions of this Article II after taking into account all the shares of Company Common Stock then held by such holder under all such Certificates so surrendered, (ySection 1.5(a) any dividends or other distributions related to which such holder is entitled pursuant to Section 2.02(c) and (z) cash in lieu of fractional shares of Parent Common Stock to which such holder is entitled pursuant to Section 2.02(e), and the Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of Company Common Stock that is not registered in the transfer records of the Company, a certificate representing the proper number of shares of Parent Common Stock may be issued to a person other than the person in whose name the Certificate so surrendered is registered if such Certificate shall be properly endorsed or otherwise be in proper form for transfer and the person requesting such issuance shall pay any transfer or other taxes required by reason of the issuance of shares of Parent Common Stock to a person other than the registered holder of such Certificate or establish to the reasonable satisfaction of Parent that such tax has been paid or is not applicable. Until surrendered as contemplated by this Section 2.02(b), each Certificate Exchange Shares shall be deemed at any time after to apply to an issuance to such members, rather than the Effective Time to represent only the right to receive upon such surrender the Merger Consideration that the holder thereof has the right to receive pursuant to the provisions of this Article II, any dividends or distributions to which the holder of such Certificate is entitled under Section 2.02(c) and any cash in lieu of any fractional share of Parent Common Stock to which the holder of such Certificate is entitled under Section 2.02(e). No interest shall be paid or shall accrue on any cash payable upon surrender of any CertificateContributor.

Exchange Procedure. As soon as reasonably practicable after the Effective Time (but in any event, no later than five Business Days after the Effective Time), Parent shall the Surviving Corporation will cause the Exchange Agent to mail to each holder record holder, as of record the Effective Time, of a Certificate whose (i) an outstanding certificate or certificates which immediately prior to the Effective Time represented shares of Company Common Stock were converted into (including restricted stock granted under the right to receive Stock Plans) (other than shares of Common Stock owned by the Buyer or Merger Consideration pursuant to Section 2.01(cSub or any of their respective Subsidiaries or Dissenting Shares) (the “Certificates”) or (ii) shares of Common Stock represented by book-entry (the “Book-Entry Shares”), (ix) a form of letter of transmittal for use in effecting the surrender of Certificates or, in the case of Book-Entry Shares, the surrender of such shares of Common Stock (which shall will be in customary form and will specify that delivery shall will be effected, and risk of loss and title to the Certificates held by such person shall will pass, only upon proper delivery of the such Certificates to the Exchange Agent and shall be or, in such form and have such other reasonable and customary provisions as Parent may specifythe case of Book-Entry Shares, upon adherence to the procedures set forth in the letter of transmittal) and (iiy) instructions for use in surrendering effecting the surrender of such Certificates or, in the case of Book-Entry Shares, the surrender of such shares of Common Stock in exchange for (A) the Merger Consideration, (B) any dividends or other distributions to which holders of Certificates are entitled pursuant to Section 2.02(c) and (C) cash in lieu of any fractional shares of Parent Common Stock to which such holders are entitled pursuant to Section 2.02(e)Consideration therefor. Upon surrender of a Certificate or of Book-Entry Shares for cancelation cancellation to the Exchange Agent, together with such letter of transmittal, duly completed and validly executedexecuted in accordance with the instructions thereto, and such other documents as may reasonably be required by the Exchange Agent, the Exchange Agent will distribute from the Exchange Fund to the holder of a Certificate or of Book-Entry Shares, or as otherwise directed in the letter of transmittal, the Merger Consideration for each share of Common Stock formerly evidenced by such Certificate shall be entitled to receive in exchange therefor (x) certificates representing that number of whole shares of Parent Common Stock which such holder has the right to receive pursuant to the provisions of this Article II after taking into account all the shares of Company Common Stock then held by such holder under all such Certificates so surrendered, (y) any dividends or other distributions to which such holder is entitled pursuant to Section 2.02(c) and (z) cash in lieu of fractional shares of Parent Common Stock to which such holder is entitled pursuant to Section 2.02(e)Book-Entry Share, and such Certificate or Book-Entry Share will forthwith be canceled. No interest will be paid or will accrue on any portion of the Merger Consideration consisting of a cash payment in respect of any Certificate or Book-Entry Share. If payment of the Merger Consideration is to be made to a Person other than the Person in whose name the surrendered Certificate is registered, it will be a condition of payment that the Certificate so surrendered shall forthwith will be canceled. In the event of a transfer of ownership of Company Common Stock that is not registered in the transfer records of the Company, a certificate representing the proper number of shares of Parent Common Stock may be issued to a person other than the person in whose name the Certificate so surrendered is registered if such Certificate shall be endorsed properly endorsed or otherwise be in proper form for transfer and that the person Person requesting such issuance shall pay any payment will have paid all transfer or and other taxes Taxes required by reason of the issuance payment of shares of Parent Common Stock the Merger Consideration to a person Person other than the registered holder of such the Certificate surrendered or establish will have established to the reasonable satisfaction of Parent the Surviving Corporation that such tax has Taxes either have been paid or is are not applicable. Until surrendered as contemplated by this Section 2.02(b), each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration that the holder thereof has the right to receive pursuant to the provisions of this Article II, any dividends or distributions to which the holder of such Certificate is entitled under Section 2.02(c) and any cash in lieu of any fractional share of Parent Common Stock to which the holder of such Certificate is entitled under Section 2.02(e). No interest shall be paid or shall accrue on any cash payable upon surrender of any Certificate.

Exchange Procedure. Following receipt of the Final Order and prior to the Effective Date, OceanaGold will deposit the OceanaGold Shares with the Depositary to satisfy the Consideration issuable to the Romarco Shareholders pursuant to the Plan of Arrangement (other than with respect to Dissent Shares held by Dissenting Romarco Shareholders who have not withdrawn their notice of objection). As soon as reasonably practicable after the Effective TimeDate (but subject to the Plan of Arrangement), Parent shall cause the Exchange Agent to mail Depositary will forward to each holder Romarco Shareholder that submitted a duly completed Letter of record of a Certificate whose shares of Company Common Stock were converted into Transmittal to the right Depositary, together with the certificate (if any) representing the Romarco Shares held by such Romarco Shareholder, the certificates representing the OceanaGold Shares issuable to receive the Merger Consideration such Romarco Shareholder pursuant to Section 2.01(c)the Plan of Arrangement, which shares will be registered in such name or names as set out in the Letter of Transmittal; and either (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title delivered to the Certificates held by address or addresses as such person shall pass, only upon proper Romarco Shareholder directed in their Letter of Transmittal or (ii) made available for pick up at the offices of the Depositary in accordance with the instructions of the Romarco Shareholder in the Letter of Transmittal. Romarco Shareholders that did not submit an effective Letter of Transmittal prior to the Effective Date may take delivery of the Certificates Consideration issuable to them by delivering the certificates representing Romarco Shares or Romarco Shares formerly held by them to the Exchange Agent and shall Depositary at the offices indicated in the Letter of Transmittal. Such certificates must be in such form and have such other reasonable and customary provisions as Parent may specify) and (ii) instructions for use in surrendering the Certificates in exchange for (A) the Merger Consideration, (B) any dividends or other distributions to which holders accompanied by a duly completed Letter of Certificates are entitled pursuant to Section 2.02(c) and (C) cash in lieu of any fractional shares of Parent Common Stock to which such holders are entitled pursuant to Section 2.02(e). Upon surrender of a Certificate for cancelation to the Exchange AgentTransmittal, together with such letter of transmittal, duly completed and validly executed, and such other documents as the Depositary may reasonably be required by require. Certificates representing the Exchange Agent, the holder of OceanaGold Shares issued to such Certificate shall be entitled to receive in exchange therefor (x) certificates representing that number of whole shares of Parent Common Stock which such holder has the right to receive Romarco Shareholder pursuant to the provisions Plan of this Article II after taking into account all the shares of Company Common Stock then held by such holder under all such Certificates so surrendered, (y) any dividends or other distributions to which such holder is entitled pursuant to Section 2.02(c) and (z) cash in lieu of fractional shares of Parent Common Stock to which such holder is entitled pursuant to Section 2.02(e), and the Certificate so surrendered shall forthwith Arrangement will be canceled. In the event of a transfer of ownership of Company Common Stock that is not registered in such name or names as set out in the transfer records Letter of Transmittal and either: (i) delivered to the address or addresses as such Romarco Shareholder directed in their Letter of Transmittal; or (ii) made available for pick up at the offices of the CompanyDepositary in accordance with the instructions of the Romarco Shareholder in the Letter of Transmittal, a certificate representing as soon as reasonably practicable after receipt by the proper Depositary of the required certificates and documents. Treatment of Fractional Shares No fractional OceanaGold Shares will be issued to Romarco Shareholders. Where the aggregate number of shares of Parent Common Stock may OceanaGold Shares to be issued to a person other than Romarco Shareholder as Consideration under the person Arrangement would result in whose name a fraction of an OceanaGold Share being issuable, the Certificate so surrendered is registered if number of OceanaGold Shares to be received by such Certificate Romarco Shareholder shall be properly endorsed or otherwise be in proper form for transfer and the person requesting such issuance shall pay any transfer or other taxes required by reason of the issuance of shares of Parent Common Stock to a person other than the registered holder of such Certificate or establish rounded down to the reasonable satisfaction of Parent that such tax has been nearest whole OceanaGold Share, with no consideration being paid or is not applicable. Until surrendered as contemplated by this Section 2.02(b), each Certificate shall be deemed at any time after for the Effective Time to represent only the right to receive upon such surrender the Merger Consideration that the holder thereof has the right to receive pursuant to the provisions of this Article II, any dividends or distributions to which the holder of such Certificate is entitled under Section 2.02(c) and any cash in lieu of any fractional share of Parent Common Stock to which the holder of such Certificate is entitled under Section 2.02(e). No interest shall be paid or shall accrue on any cash payable upon surrender of any Certificateshare.

Exchange Procedure. As soon as reasonably practicable after the Effective Time, Parent shall cause the Exchange Agent to will mail to each holder of record of a Certificate whose shares certificate or certificates (the "Certificates") that immediately before the Effective Time represented Micrion Shares (other than holders of Company Common Stock were converted into the right to receive the Merger Consideration pursuant to Section 2.01(crecord of Excluded Micrion Shares), (i) a notice (advising the holders that the Merger has become effective) and a letter of transmittal (which shall specify specifying that delivery shall will be effected, and that risk of loss and title to the Certificates held by such person shall will pass, only upon proper delivery of the Certificates to the Exchange Agent and shall be in such form and have such other reasonable and customary provisions as Parent may specify) and (ii) instructions for use in surrendering exchanging the Certificates (or affidavits in exchange lieu thereof) for (A) the Merger Consideration, (B) any dividends or other distributions to which holders of Certificates are entitled pursuant to Section 2.02(c) and (C) cash in lieu of any fractional shares of Parent Common Stock to which such holders are entitled pursuant to Section 2.02(e). Upon surrender of a 14 Certificate for cancelation cancellation to the Exchange AgentAgent or to such other agent or agents as may be appointed by FEI, together with such letter of transmittal, duly properly completed and validly duly executed, and such other customary documents as may reasonably be required by the Exchange Agent, the holder of such Certificate shall will be entitled to receive in exchange therefor (x) certificates representing that number of whole shares of Parent Common Stock which such holder has the right to receive pursuant to the provisions of this Article II after taking into account all the shares of Company Common Stock then held by such holder under all such Certificates so surrendered, (y) any dividends or other distributions to which such holder is entitled pursuant to Section 2.02(c) and (z) cash in lieu of fractional shares of Parent Common Stock to which such holder is entitled pursuant to Section 2.02(e)Merger Consideration for each Micrion Share represented thereby, and the Certificate so surrendered shall forthwith will be canceled. In the event of a transfer of ownership of Company Common Stock Micrion Shares that is not registered in the transfer records of the CompanyMicrion, a certificate representing the proper number of shares of Parent Common Stock payment may be issued made to a person Person (as defined in Section below) other than the person Person in whose name the Certificate so surrendered is registered registered, if such Certificate shall be is properly endorsed or otherwise be is in proper form for transfer and the person Person requesting such issuance shall pay payment pays any transfer or other taxes required by reason of the issuance of shares of Parent Common Stock payment to a person Person other than the registered holder of such Certificate or establish establishes to the reasonable satisfaction of Parent FEI that such tax has been paid or is not applicable. Until surrendered as contemplated by this Section 2.02(b)1.9.1, each Certificate shall will be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration that the holder thereof has the right to receive pursuant to the provisions of this Article II, any dividends or distributions to which the holder of such Certificate is entitled under Section 2.02(c) and any cash in lieu of any fractional share of Parent Common Stock to which the holder of such Certificate is entitled under Section 2.02(e)for each Micrion Share represented thereby. No interest shall will be paid or shall will accrue on any cash payable upon the surrender of any Certificate.

Exchange Procedure. As soon as reasonably practicable after the Effective Time, Parent shall cause the Exchange Agent to shall mail to each holder of record of a Stock Certificate whose shares of Company Common Stock were converted into the right to receive the Merger Consideration pursuant to Section 2.01(c), (i) a form of letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Stock Certificates held by such person Company Stockholder shall pass, only upon proper delivery of the Stock Certificates to the Exchange Agent and, in the case of shares in book-entry form, any additional documents specified by the procedures set forth in the form of letter of transmittal and shall be in such customary form and have such other reasonable and customary provisions as Parent may reasonably specify) ), and (ii) instructions for use in surrendering effecting the surrender of the Stock Certificates in exchange for (A) the Merger Consideration, (B) any dividends or other distributions to which holders of Certificates are entitled pursuant to Section 2.02(c) and (C) cash in lieu of any fractional shares of Parent Common Stock to which such holders are entitled pursuant to Section 2.02(e). Upon surrender of a Stock Certificate in proper form for cancelation cancellation to the Exchange AgentAgent or to such other agent or agents as may be appointed by Parent, together with such letter of transmittal, duly completed and validly executed, and such other documents as may reasonably be required by the Exchange AgentAgent or Parent, the holder of such Stock Certificate shall be entitled to receive in exchange therefor (x) certificates a certificate representing that number of whole shares of Parent Common Stock which that such holder is entitled to receive pursuant to this Article II, (y) a check in the amount (after giving effect to any required tax withholdings) of (A) any cash in lieu of fractional shares plus (B) any unpaid non-stock dividends and (z) any other dividends or other distributions that such holder has the right to receive pursuant to the provisions of this Article II after taking into account all the shares of Company Common Stock then held by such holder under all such Certificates so surrendered, (y) any dividends or other distributions to which such holder is entitled pursuant to Section 2.02(c) and (z) cash in lieu of fractional shares of Parent Common Stock to which such holder is entitled pursuant to Section 2.02(e)II, and the Stock Certificate so surrendered shall forthwith be canceledcancelled. In the event of a transfer of ownership of Company Common Stock that is not registered in the stock transfer records books of the Company, a certificate representing the proper number of shares of Parent Common Stock, together with a check for any cash to be paid upon surrender of the Stock Certificate and any other dividends or distributions in respect thereof, may be issued and paid to a person Person (as defined in Section 5.2(d)(i)) other than the person Person in whose name the Stock Certificate so surrendered is registered if such the Stock Certificate shall be properly endorsed or and otherwise be in proper form for transfer and the person Person requesting such issuance payment shall pay any transfer or other taxes Taxes (as defined in Section 3.12(l)) required by reason of the issuance of shares of Parent Common Stock payment to a person Person other than the registered holder of such the Stock Certificate or establish to the reasonable satisfaction of Parent that such tax the Tax has been paid or is not applicable. Until surrendered as contemplated by this Section 2.02(b), each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration that the holder thereof has the right to receive pursuant to the provisions of this Article II, any dividends or distributions to which the holder of such Certificate is entitled under Section 2.02(c) and any cash in lieu of any fractional share of Parent Common Stock to which the holder of such Certificate is entitled under Section 2.02(e). No interest shall be paid or shall accrue on any the cash payable upon surrender of any Stock Certificate.

Exchange Procedure. As soon After the Effective Time, certificates representing EUI-NV Common Stock or EUI-NV Preferred Stock will constitute "good delivery" in connection with sales through a broker, or otherwise, of shares of EUI-DE Common Stock or EUI-DE Preferred Stock, as reasonably practicable the case may be. At any time after the Effective Time, Parent former stockholders of EUI-NV may, but are not required to, surrender their EUI-NV Common Stock and/or EUI-NV Preferred Stock certificates so that replacement certificates representing shares of EUI-DE Common Stock and/or Preferred Stock, as the case may be, may be issued in exchange therefor. In the event that former stockholders of EUI-NV desire to exchange their EUI-NV Common Stock or EUI-NV Preferred Stock certificates (the "Certificates") for certificates of EUI-DE Common Stock or EUI-DE Preferred Stock certificates, as the case may be, a written request communicating such desire should be delivered, by mail or facsimile, to EUI-DE, Attention: General Counsel. Upon EUI-DE's receipt of such request, EUI-DE shall cause the Exchange Agent to mail be mailed or otherwise delivered to each holder of record of a Certificate whose shares of Company Common Stock were converted into the right to receive the Merger Consideration pursuant to Section 2.01(c), such requesting stockholder (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 proper delivery of the Certificates to EUI-DE (or such exchange agent as shall be designated thereby, hereinafter the "Exchange Agent Agent") and shall be in such a form and have other such other reasonable and customary provisions as Parent EUI-DE may reasonably specify) and (ii) instructions for use in surrendering effecting the surrender of the Certificates in exchange for (A) the Merger Consideration, (B) any dividends or other distributions to which holders of Certificates are entitled pursuant to Section 2.02(c) and (C) cash in lieu of any fractional shares of Parent appropriate certificates representing EUI-DE Common Stock to which such holders are entitled pursuant to Section 2.02(eor EUI-DE Preferred Stock (the "New Certificates"). Upon surrender of a Certificate for cancelation cancellation to EUI-DE or the Exchange Agent, Agent together with such letter of transmittal, duly completed and validly executed, and such other documents as may reasonably be required by EUI-DE or the Exchange Agent, the holder of such Certificate shall be entitled to receive in exchange therefor (x) certificates representing that number therefor, and EUI-DE or the Exchange Agent shall deliver, the New Certificates for each share of whole shares of Parent Common Stock which such holder has the right to receive pursuant to the provisions of this Article II after taking into account all the shares of Company Common Stock then held EUI-NV stock formerly evidenced by such holder under all such Certificates so surrendered, (y) any dividends or other distributions to which such holder is entitled pursuant to Section 2.02(c) and (z) cash in lieu of fractional shares of Parent Common Stock to which such holder is entitled pursuant to Section 2.02(e)Certificate, and the such Certificate so surrendered shall forthwith thereupon be canceled. In the event of a transfer of ownership of Company Common Stock that is not registered in the transfer records If delivery of the Company, a certificate representing the proper number of shares of Parent Common Stock may New Certificates is to be issued made to a person other than the person in whose name the surrendered Certificate so surrendered is registered if such Certificate on the stock transfer books of EUI-NV, it shall be a condition of delivery to the holder of a Certificate that it be endorsed properly endorsed or otherwise be in proper form for transfer and that the person requesting such issuance delivery shall pay any have paid all transfer or and other taxes required by reason of delivery of the issuance of shares of Parent Common Stock New Certificates to a person other than the registered holder of such Certificate or establish shall have established to the reasonable satisfaction of Parent EUI-DE that such tax has been paid or is taxes are not applicable. Until surrendered as contemplated by this Section 2.02(b), each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration that the holder thereof has the right to receive pursuant to the provisions of this Article II, any dividends or distributions to which the holder of such Certificate is entitled under Section 2.02(c) and any cash in lieu of any fractional share of Parent Common Stock to which the holder of such Certificate is entitled under Section 2.02(e). No interest shall be paid or shall accrue on any cash payable upon surrender of any Certificate.

Exchange Procedure. As soon as reasonably practicable after the Effective Time, Parent shall ChoiceOne will cause the Exchange Agent to mail to each holder of record of a Certificate whose shares of Company CBC Common Stock were converted into (other than the right to receive the Merger Consideration pursuant to Section 2.01(cExcluded Shares), (i) as of the Effective Time, a form of letter of transmittal (which shall will be in customary form and will specify that delivery shall will be effected, and risk of loss and title to the Certificates held by such person shall or Book-Entry Shares will pass, only upon proper delivery of the such Certificates or Book-Entry Shares to the Exchange Agent and shall be upon adherence to the procedures set forth in such form and have such other reasonable and customary provisions as Parent may specifythe letter of transmittal) and (ii) instructions for use in surrendering effecting the surrender of Certificates or Book-Entry Shares in exchange for (A) the Merger Consideration, (B) any cash in lieu of fractional shares payable pursuant to Section 2.6 and any dividends or other distributions to which holders of Certificates are entitled payable pursuant to Section 2.02(c) and (C) cash in lieu of any fractional shares of Parent Common Stock to which such holders are entitled pursuant to Section 2.02(e)2.3. Upon surrender of a Certificate or of Book-Entry Shares for cancelation cancellation to the Exchange Agent, together with such letter of transmittal, duly completed and validly executedexecuted in accordance with the instructions thereto, and such other documents as may reasonably be required by the Exchange Agent, the each holder of such a Certificate shall or of Book-Entry Shares will be entitled to receive in exchange therefor (xa) certificates book-entry shares representing that the number of whole shares of Parent Common Stock which such holder has the right to receive pursuant to the provisions of this Article II after taking into account all the shares of Company Common Stock then held by such holder under all such Certificates so surrendered, (y) any dividends or other distributions to which such holder is entitled pursuant to Section 2.02(c) and (z) cash in lieu of fractional shares of Parent ChoiceOne Common Stock to which such holder is entitled pursuant to Section 2.02(e)2.1.2, (b) cash in lieu of any fractional shares payable pursuant to Section 2.6, and the Certificate (c) any dividends or distributions payable pursuant to Section 2.3, and such Certificates and Book-Entry Shares so surrendered shall forthwith will be canceled. In the event of a transfer of ownership of Company CBC Common Stock that is not registered in the transfer records of CBC, payment of the Company, a certificate representing the proper number of shares of Parent Common Stock Merger Consideration may be issued made to a person Person other than the person Person in whose name the Certificate Certificates or Book-Entry Shares so surrendered is are registered if such Certificate shall be certificates or other documentation are presented and are properly endorsed or otherwise be in proper form for transfer transfer, and the person Person requesting such issuance shall payment will pay any transfer or other taxes Taxes required by reason of the issuance of shares of Parent Common Stock to a person other than the registered holder of such Certificate transfer or establish establish, to the reasonable satisfaction of Parent ChoiceOne, that such tax has Taxes have been paid or is are not applicable. Until surrendered as contemplated by this Section 2.02(b)2.2.2, each Certificate shall and Book-Entry Share will be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration that the holder thereof has the right to receive pursuant to the provisions of this Article IIConsideration, any dividends or distributions to which the holder of such Certificate is entitled under Section 2.02(c) and any cash in lieu of fractional shares payable pursuant to Section 2.6, and any fractional share of Parent Common Stock dividends or other distributions payable pursuant to which the holder of such Certificate is entitled under Section 2.02(e). No interest shall be paid or shall accrue on any cash payable upon surrender of any Certificate2.3.

Exchange Procedure. As soon as reasonably practicable after the Effective Time, Parent shall cause instruct the Exchange Agent to mail to each holder of record of a Certificate whose certificate or certificates which immediately prior to the Effective Time represented outstanding shares of the Company Common Stock were converted into (including holders of record pursuant to purchases made under the right Company Purchase Plan immediately prior to receive the Merger Consideration Effective Time pursuant to Section 2.01(c5.4) (for convenience of reference, the certificates of the Company Common Stock are referred to as the "CERTIFICATES"), (i) a letter of transmittal (which shall be in customary form and shall specify that delivery shall be effected, and risk of loss and title to the Certificates held by such person shall pass, only upon proper delivery of the Certificates to the Exchange Agent and shall be in such form and have such other reasonable and customary provisions as Parent may specifyAgent) and (ii) instructions for use in surrendering effecting the surrender of the Certificates in exchange for (A) the Merger Consideration, (B) any dividends or other distributions to which holders of Certificates are entitled pursuant to Section 2.02(c) and (C) cash in lieu of any fractional certificates representing shares of Parent Common Stock to which such holders are entitled pursuant to Section 2.02(e)Stock. Upon surrender of a Certificate for cancelation cancellation to the Exchange Agent, together with such letter of transmittal, duly completed and validly executed, and such other documents as may reasonably be required by the Exchange Agent, and the holder of such Certificate shall be entitled to receive in exchange therefor (x) certificates representing a certificate evidencing that number of whole shares of Parent Common Stock which such holder has the right to receive pursuant to in respect of the shares of the Company Common Stock formerly evidenced by such Certificate (after taking into account the provisions of this Article II after taking into account Agreement and all the shares of the Company Common Stock then held of record by such holder under all such Certificates so surrenderedholder, (y) any dividends or other distributions to which such holder is entitled pursuant to Section 2.02(c) and (z) cash in lieu of fractional shares of Parent Common Stock to which such holder is entitled pursuant to Section 2.02(e2.2(e) and any dividends or other distributions to which such holder is entitled pursuant to Section 2.2(c), and the Certificate so surrendered shall forthwith be canceledcancelled. In the event of a transfer of ownership of the Company Common Stock that which is not registered in the transfer records of the Company, a certificate representing the proper number of shares of Parent Common Stock may be issued to a person other than the person in whose name the Certificate so surrendered is registered registered, if such Certificate Certificate, accompanied by all documents required to evidence and effect such transfer, 7 12 shall be properly endorsed with signature guarantee or otherwise be in proper form for transfer and the person requesting such issuance payment shall pay any transfer or other taxes required by reason of the issuance of shares of Parent Common Stock to a person other than the registered holder of such Certificate or establish to the reasonable satisfaction of Parent that such tax has been paid or is not applicable. Until surrendered as contemplated by this Section 2.02(b)2.2, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration that the holder thereof has the right to receive pursuant to the provisions certificate evidencing whole shares of this Article IIParent Common Stock, any dividends or distributions to which the holder of such Certificate is entitled under Section 2.02(c) and any cash in lieu of any fractional share shares of Parent Common Stock to which the such holder of such Certificate is entitled under pursuant to Section 2.02(e2.2(e) and any dividends or other distributions to which such holder is entitled pursuant to Section 2.2(c). No interest shall will be paid or shall will accrue on any cash payable upon surrender of any Certificatepursuant to Section 2.2(c) or 2.2(e).

Exchange Procedure. (a) As soon as reasonably practicable after following the Effective Time, Parent the Surviving Corporation shall cause the Exchange Agent to mail send to each Person who was a holder of record of a Certificate whose shares of Company Common Stock were converted into Securities immediately prior to the right to receive the Merger Consideration pursuant to Section 2.01(c), (i) Effective Time a letter of transmittal substantially in the form attached hereto as Exhibit H (which shall specify that delivery shall be effected, and risk the "Letter of loss and title to the Certificates held by such person shall pass, only upon proper delivery of the Certificates to the Exchange Agent and shall be in such form and have such other reasonable and customary provisions as Parent may specifyTransmittal") and (ii) instructions any other appropriate materials for use in surrendering the Certificates in exchange for (A) the Merger Consideration, (B) any dividends or other distributions to which holders of Certificates are entitled pursuant to Section 2.02(c) and (C) cash in lieu of any fractional shares of Parent Common Stock to which such holders are entitled pursuant to Section 2.02(e). Upon surrender of a Certificate for cancelation to the Exchange Agent, together with such letter of transmittal, duly completed and validly executed, and such other documents as may reasonably be required by the Exchange Agent, the holder of such Certificate shall be entitled to receive in exchange therefor (x) Company certificates representing or agreements that number of whole shares of Parent Common Stock which such holder has the right to receive pursuant immediately prior to the provisions of this Article II after taking into account all the shares of Effective Time evidenced Company Common Stock then held by such holder under all such Certificates so surrenderedSecurities. Except with respect to Dissenting Shares, (y) any dividends or other distributions to which such holder is entitled pursuant to Section 2.02(c) and (z) cash in lieu of fractional shares of Parent Common Stock to which such holder is entitled pursuant to Section 2.02(e), and the Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of Company Common Stock that is not registered in the transfer records of the Company, a certificate representing the proper number of shares of Parent Common Stock may be issued to a person other than the person in whose name the Certificate so surrendered is registered if such Certificate shall be properly endorsed or otherwise be in proper form for transfer and the person requesting such issuance shall pay any transfer or other taxes required by reason of the issuance of shares of Parent Common Stock to a person other than the registered holder of such Certificate or establish to the reasonable satisfaction of Parent that such tax has been paid or is not applicable. Until until surrendered as contemplated by this Section 2.02(b1.9(a), (i) each Certificate certificate evidencing Company Common Stock or Company Preferred Stock (excluding the Series E Preferred Stock) and each agreement evidencing an Option or Warrant shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Common Per-Share Merger Consideration, Option Consideration or Warrant Consideration that the holder thereof has the right to receive in respect of such Company Securities pursuant to the provisions of this Article IIAgreement, any dividends or distributions and (ii) each certificate evidencing the Company's Series E Preferred Stock shall be deemed after the Effective Time to which represent only the right to receive the Per-Share Series E Consideration that the holder thereof has the right to receive in respect to such Series E Preferred Stock pursuant to the provisions of such Certificate is entitled under Section 2.02(c) and any cash this Agreement. Other than with respect to Permitted Investments of amounts in lieu of any fractional share of Parent Common Stock to which the holder of such Certificate is entitled under Section 2.02(e). No Escrow Fund, no interest shall be paid or shall will accrue on any cash payable upon to holders of Company Securities. Upon the proper surrender and exchange of certificates or agreements, or, in the absence thereof, Affidavits (as defined below), representing Company Securities and the delivery of an executed Letter of Transmittal to the Company or the Payment Agent in accordance herewith, each holder of such Company Securities shall be paid, without interest thereon, an amount in cash from the Payment Agent determined in accordance with Section 1.5 hereof and as otherwise set forth herein. The Payment Agent shall be entitled to deduct and withhold, at the direction of the Surviving Corporation, from any CertificateMerger Consideration, Option Consideration, Warrant Consideration, or the Series E Liquidation Payments otherwise payable pursuant to this Agreement to any holder of Company Securities, such amounts as the Surviving Corporation is required to deduct and withhold with respect to the making of such payment under the Internal Revenue Code of 1986, as amended (the "Code"), or any provision of state, local or foreign tax law, and shall remit such withheld amounts to the Surviving Corporation as soon as reasonably practicable and consistent with applicable Legal Requirements. To the extent that amounts are so withheld, such amounts shall be treated for all purposes of this Agreement as having been paid to the holder of the Company Securities. Notwithstanding anything herein to the contrary, no payment shall be made to any holder of Company Securities who does not present certificates or agreements for cancellation representing shares of Company Common Stock, Company Preferred Stock, Options or Warrants, or, in the alternative, an affidavit and indemnity, in form and substance reasonably satisfactory to the Parent, stating that any of such certificates or agreements are lost, stolen or destroyed and that such holder will indemnify and hold the Parent, the Surviving Corporation and each of their respective officers, directors and agents harmless from any costs, expenses and damages that may be incurred if such certificates or agreements are later produced (an "Affidavit").

Exchange Procedure. As soon as reasonably practicable after the Effective Timedate hereof but in no event later than the tenth business day prior to the anticipated Closing Date (as mutually and reasonably determined by Parent and the Company), Parent shall cause the Exchange Paying Agent to mail to each holder of record of a Certificate whose shares of Company Common Stock were converted into the right to receive the Merger Consideration pursuant to Section 2.01(c), (i) a form of letter of transmittal (which the "Letter of Transmittal") (that shall (A) specify that delivery shall be effected, and risk of loss and title to the Certificates held by such person Person shall pass, only upon proper delivery of the Certificates to the Exchange Paying Agent and shall (B) be in customary form reasonably acceptable to the Company and Parent with no representations or warranties or indemnities from holders of shares of Company Common Stock, Company Preferred Stock, Company Options or Company Warrants other than customary representations and warranties from such form holders with respect to ownership of such stock, warrants or options and the right to sell such stock, warrants or options, and (C) have such other reasonable and customary provisions as Parent and the Company may reasonably specify) ), and (ii) instructions for use in surrendering effecting the surrender of Certificates in exchange for (A) the Merger Consideration, (B) any dividends or other distributions amount of cash such holder shall be entitled to which holders of Certificates are entitled receive pursuant to Section 2.02(c2.7(c) and (C) cash in lieu of any fractional shares of Parent Common Stock to which such holders are entitled pursuant to Section 2.02(e)2.9. Upon surrender of a Certificate for cancelation cancellation to the Exchange Paying Agent, together with such letter Letter of transmittalTransmittal, duly completed and validly executed, and such other documents as may reasonably be required by the Exchange AgentPaying Agent consistent with this Section 2.8(b), the holder of such Certificate shall be entitled to receive in exchange therefor (x) certificates representing that number the amount of whole shares of Parent Common Stock cash into which such holder has the right to receive pursuant to the provisions of this Article II after taking into account all the shares of Company Common Stock then held shares, options or warrants formerly represented by such holder under all such Certificates so surrendered, (y) any dividends or other distributions to which such holder is entitled Certificate shall have been converted pursuant to Section 2.02(c2.7(c) and (z) cash in lieu of fractional shares of Parent Common Stock to which such holder is entitled pursuant to Section 2.02(e)2.9, and the Certificate so surrendered shall forthwith be canceledcancelled. Parent's agreement with the Paying Agent shall provide that, upon surrender of a Certificate for cancellation to the Paying Agent, any holder of shares of Company Common Stock (including shares issuable upon the exercise of Company Options and Company Warrants) and Company Preferred Stock shall be entitled to receive payment of (1) the amount of cash such holder shall be entitled to receive pursuant to Section 2.7(c) in respect of the shares of Company Common Stock and Company Preferred Stock, and (2) the amount of cash such holder shall be entitled to receive pursuant to Section 2.9 in respect of any Company Options and Company Warrants, in each case, held by them on the Closing Date, in each case, by check or, at such holder's request, by wire transfer of immediately available funds to the account(s) designated by such stockholder on the earlier of (X) the Closing Date, if such holder surrendered such Certificate to the Paying Agent on or prior to 11:00 a.m. New York City time on the Closing Date, and (Y) the first business day after such delivery, if such delivery is made after such time. In the event of a transfer of ownership of Company Common Stock Stock, Company Preferred Stock, Company Options or Company Warrants that is not registered in the stock transfer records books of the Company, a certificate representing the proper number amount of shares of Parent Common Stock cash may be issued paid in exchange therefor to a person Person other than the person Person in whose name the Certificate so surrendered is registered if such Certificate shall be properly endorsed or otherwise be in proper form for transfer transfer, and the person Person requesting such issuance payment shall pay any transfer or other taxes required by reason of the issuance of shares of Parent Common Stock payment to a person Person other than the registered holder of such Certificate or establish to the reasonable satisfaction of Parent that such tax has been paid or is not applicable. Until surrendered as contemplated by this Section 2.02(b), each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration that the holder thereof has the right to receive pursuant to the provisions of this Article II, any dividends or distributions to which the holder of such Certificate is entitled under Section 2.02(c) and any cash in lieu of any fractional share of Parent Common Stock to which the holder of such Certificate is entitled under Section 2.02(e). No interest shall be paid or shall accrue on any the cash payable upon surrender of any Certificate.

Exchange Procedure. As soon as reasonably practicable after the Effective TimeTime of ------------------ the Merger, Parent shall cause the Exchange Agent to shall mail to each holder of record of a Certificate whose shares certificate or certificates that immediately prior to the Effective Time of Company Common Stock were converted into the right to receive the Merger Consideration pursuant to Section 2.01(crepresented outstanding Company Shares (the "Certificates"), other than the Company, TMW and any wholly owned subsidiary of the Company or TMW, (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 proper delivery of the Certificates to the Exchange Agent and shall be in such a form and have such other reasonable and customary provisions as Parent TMW may reasonably specify) and (ii) instructions for use in surrendering effecting the surrender of the Certificates in exchange for (A) the Merger Consideration, (B) certificates representing the TMW Common Stock and any dividends or other distributions to which holders of Certificates are entitled pursuant to Section 2.02(c) and (C) cash in lieu of any a fractional shares share of Parent TMW Common Stock to which such holders are entitled pursuant to Section 2.02(e)Stock. Upon surrender of a Certificate for cancelation cancellation to the Exchange AgentAgent 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, and such other documents as may reasonably be required by the Exchange Agent, the holder of such Certificate shall be entitled to receive in exchange therefor (x) a certificate or certificates representing that the number of whole shares of Parent TMW Common Stock into which such holder has the right to receive pursuant to the provisions of this Article II after taking into account all the shares of Company Common Stock then held Shares theretofore represented by such holder under all such Certificates so surrendered, (y) any dividends or other distributions to which such holder is entitled Certificate shall have been converted pursuant to Section 2.02(c) 2.1 and (z) any cash payable in lieu of a fractional shares share of Parent TMW Common Stock to which such holder is entitled pursuant to Section 2.02(e)Stock, and the Certificate so surrendered shall forthwith be canceled. In If the event shares of a transfer of ownership of Company TMW Common Stock that is not registered in the transfer records of the Company, a certificate representing the proper number of shares of Parent Common Stock may are to be issued to a person Person other than the person Person in whose name the Certificate so surrendered is registered if registered, it shall be a condition of exchange that such Certificate shall be properly endorsed or otherwise be in proper form for transfer and that the person Person requesting such issuance exchange shall pay any transfer or other taxes required by reason of the issuance of shares of Parent Common Stock exchange to a person Person other than the registered holder of such Certificate or establish to the reasonable satisfaction of Parent the Surviving Corporation that such tax has been paid or is not applicable. Until surrendered as contemplated by this Section 2.02(b)2.2, each Certificate shall be deemed at any time after the Effective Time of the Merger to represent only the right to receive receive, upon such surrender the Merger Consideration that the holder thereof has the right to receive pursuant to the provisions of this Article II, any dividends or distributions to which the holder of such Certificate is entitled under Section 2.02(c) Certificate, the number of shares of TMW Common Stock and any cash cash, if any, in lieu of any a fractional share of Parent TMW Common Stock to into which the holder of Company Shares theretofore represented by such Certificate is shall have been converted pursuant to Section 2.1. The Exchange Agent shall not be entitled under Section 2.02(e). No interest to vote or exercise any rights of ownership with respect to the TMW Common Stock held by it from time to time hereunder, except that it shall be receive and hold all dividends or other distributions paid or shall accrue on any cash payable upon surrender distributed with respect thereto for the account of any CertificatePersons entitled thereto.