Common use of Exchange Procedures for Certificates Clause in Contracts

Exchange Procedures for Certificates. Promptly after the Effective Time (but in any event within five (5) Business Days), Surviving Corporation shall cause the Paying Agent to mail to each person who immediately prior to the Effective Time held Company Common Shares that were converted into the right to receive the Company Common Share Cash Merger Consideration pursuant to Section 3.01: (i) a letter of transmittal (which shall specify that delivery of Certificates shall be effected, and risk of loss and title to the Certificates shall pass to the Paying Agent, only upon delivery of the Certificates to the Paying Agent, and which letter shall be in such form and have such other provisions as Parent may reasonably specify); and (ii) instructions for use in effecting the surrender of the holder’s Certificates in exchange for the Company Common Share Cash Merger Consideration to which the holder thereof is entitled. Upon surrender of a Certificate for cancellation to the Paying Agent or to such other agent or agents reasonably satisfactory to the Company as may be appointed by Surviving Corporation, together with such letter of transmittal, duly executed and completed in accordance with the instructions thereto, and such other documents as may reasonably be required by the Paying Agent, the holder of such Certificate shall receive in exchange therefor the Company Common Share Cash Merger Consideration payable in respect of the Company Common Shares, previously represented by such Certificate pursuant to the provisions of this Article III, and the Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of Company Common Shares that is not registered in the transfer records of the Company, payment may be 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 payment shall pay any transfer or other Taxes required by reason of the payment to a person other than the registered holder of such Certificate or establish to the satisfaction of Parent that such tax has been paid or is not applicable. Until surrendered as contemplated by this Section 3.03, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive, upon such surrender, the Company Common Share Cash Merger Consideration as contemplated by this Section 3.03. No interest shall be paid or accrue on the Company Common Share Cash Merger Consideration.

Exchange Procedures for Certificates. Promptly after the Effective Time (but in any event within five (5) Business Days), Surviving Corporation shall cause the Paying Agent to mail to each person who immediately prior to the Effective Time held shares of Company Common Shares Stock that were converted into the right to receive the Company Common Share Cash Stock Merger Consideration pursuant to Section 3.01: (i) a letter of transmittal (which shall specify that delivery of Certificates shall be effected, and risk of loss and title to the Certificates shall pass to the Paying Agent, only upon delivery of the Certificates to the Paying Agent, and which letter shall be in such form and have such other provisions as Parent may reasonably specify); and (ii) instructions for use in effecting the surrender of the holder’s 's Certificates in exchange for the Company Common Share Cash Stock Merger Consideration to which the holder thereof is entitled. Upon surrender of a Certificate for cancellation to the Paying Agent or to such other agent or agents reasonably satisfactory to the Company as may be appointed by Surviving Corporation, together with such letter of transmittal, duly executed and completed in accordance with the instructions thereto, and such other documents as may reasonably be required by the Paying Agent, the holder of such Certificate shall receive in exchange therefor the Company Common Share Cash Stock Merger Consideration payable in respect of the Company Common SharesStock, previously represented by such Certificate pursuant to the provisions of this Article III, and the Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of Company Common Shares Stock that is not registered in the transfer records of the Company, payment may be made to a person other than the person in whose name the Certificate so surrendered is registered, if such Certificate shall be properly endorsed endorsed, or accompanied by appropriate stock powers (with signatures guaranteed in accordance with the transmittal letter) or otherwise be in proper form for transfer and the person requesting such payment shall pay any transfer or other Taxes required by reason of the payment to a person other than the registered holder of such Certificate or establish to the satisfaction of Parent that such tax has been paid or is not applicable. Until surrendered as contemplated by this Section 3.033.02, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive, upon such surrender, the Company Common Share Cash Stock Merger Consideration as contemplated by this Section 3.033.02. No interest shall be paid or accrue on the Company Common Share Cash Stock Merger Consideration.

Exchange Procedures for Certificates. Promptly after As of or promptly following the Effective Time (but in any event within five (5) Business Days)Time, Surviving Corporation Parent, Holding Company and Holdings shall cause the Paying Agent to mail to each person who holder of record of a certificate or certificates which immediately prior to the Effective Time held represented shares of Company Common Shares that Stock (the “Certificates”) whose shares were converted into the right to receive the Company Common Share Cash Merger Consideration pursuant to Section 3.01: 2.01, (i) a letter of transmittal (in a form mutually agreed upon by Parent Group and the Company, which shall specify that delivery of Certificates shall be effected, and risk of loss and title to the Certificates shall pass to the Paying Agentpass, only upon delivery of the Certificates to the Paying Agent, and which letter shall be in such form and have such other provisions as Parent may reasonably specify); Agent and (ii) instructions for use in effecting the surrender of the holder’s Certificates in exchange for the Company Common Share Cash Merger Consideration to which the holder thereof is entitledConsideration. Upon surrender of a Certificate for cancellation to the Paying Agent or to such other agent or agents reasonably satisfactory to the Company as may be appointed by Surviving CorporationAgent, together with such letter of transmittal, duly executed and completed in accordance with the instructions theretoexecuted, and such other documents as may reasonably be required by the Paying Agent, Parent, Holding Company, Holdings and the Surviving Corporation shall cause the Paying Agent to promptly pay, to the holder of such Certificate shall receive in exchange therefor the amount of cash into which the shares of Company Common Share Cash Merger Consideration payable in respect of the Company Common Shares, previously Stock theretofore represented by such Certificate shall have been converted pursuant to Section 2.01 and the provisions amount of this Article IIIOutstanding Dividends due thereon, and the Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of shares of Company Common Shares Stock that is not registered in the transfer records of the Company, payment may be 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 payment shall pay any transfer or other Taxes required by reason of the payment to a person other than the registered holder of such Certificate or establish to the satisfaction of Parent that such tax has been paid or is not applicabletransfer. Until surrendered as contemplated by this Section 3.032.02, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive, receive upon such surrendersurrender the amount of cash, without interest, into which the shares of Company Common Share Cash Merger Consideration as contemplated Stock theretofore represented by this such Certificate shall have been converted pursuant to Section 3.032.01 and the amount of Outstanding Dividends due thereon. No interest shall will be paid or will accrue on the Company Common Share Cash Merger Considerationcash payable upon the surrender of any Certificate.

Exchange Procedures for Certificates. Promptly No later than five Business Days after the Effective Time (but in any event within five (5) Business Days)Time, Surviving Corporation Parent shall cause the Paying Agent to mail to each person who immediately prior to holder of record of Shares (other than the Effective Time held Company Common Shares that were converted into the right to receive the Company Common Share Cash Merger Consideration pursuant to Section 3.01: Excluded Shares), (i) a letter of transmittal (in customary form and mutually agreed upon by Parent and the Company, which shall specify that delivery of Certificates shall be effected, and risk of loss and title to the Certificates and Book-Entry Shares shall pass to the Paying Agentpass, only upon delivery of the Certificates or Book-Entry Shares, as the case may be, to the Paying Agent, and which letter shall be in such form and have such other provisions as Parent may reasonably specify); Agent and (ii) instructions for use in effecting the surrender of the holder’s Certificates (or Affidavits (as defined below) in lieu of any lost, stolen or destroyed Certificates) and Book-Entry Shares in exchange for the Company Common Per Share Cash Merger Consideration to which (the holder thereof is entitled“Initial Notice”). Upon surrender of a Certificate (or an Affidavit in lieu thereof) or Book-Entry Share for cancellation to the Paying Agent or to such other agent or agents reasonably satisfactory to the Company as may be appointed by Surviving CorporationAgent, together with such letter of transmittal, a duly executed and properly completed in accordance with the instructions thereto, letter of transmittal and such other documents as may reasonably be required by the Paying Agent, the holder of such Certificate or Book-Entry Share shall be entitled to receive in exchange therefor the Company Common Share Cash Merger Consideration payable in respect amount of cash into which the Company Common Shares, previously Shares theretofore represented by such Certificate (or an Affidavit in lieu thereof) or Book-Entry Share shall have been converted by virtue of the Merger pursuant to the provisions of this Article IIISection 2.01, and the Certificate or Book-Entry Share so surrendered shall forthwith be canceled. In the event of a transfer of ownership of Company Common Shares that is not registered in the transfer records of the Company, payment may be 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 payment shall pay any transfer or other Taxes required by reason of the payment to a person other than the registered holder of such Certificate or establish to the satisfaction of Parent that such tax has been paid or is not applicable. Until surrendered and exchanged as contemplated by this Section 3.032.02, each Certificate and Book-Entry Share shall be deemed at any time after the Effective Time to represent only the right to receive, receive upon such surrendersurrender the amount of cash, without interest, into which the Company Common Share Cash Merger Consideration as contemplated by this Shares shall have been converted pursuant to Section 3.032.01. No interest shall will be paid or will accrue to holders of Certificates or Book-Entry Shares on the Company Common Share Cash Merger Considerationcash payable upon the exchange of such Shares.

Exchange Procedures for Certificates. Promptly after the Effective Time (but in any event within five (5) Business Days), the Surviving Corporation Entity shall cause the Paying Agent to mail to each person who immediately prior to the Effective Time held Company Common Shares that were converted into exchanged for the right to receive the Company Common Share Cash Merger Consideration pursuant to Section 3.01: (i) a letter of transmittal (which shall specify that delivery of Certificates shall be effected, and risk of loss and title to the Certificates shall pass to the Paying Agent, only upon delivery of the Certificates to the Paying Agent, and which letter shall be in such form and have such other provisions as Parent may reasonably specify); ) and (ii) instructions for use in effecting the surrender of the holder’s Certificates in exchange for the Company Common Share Cash Merger Consideration to which the holder thereof is entitled. Upon surrender of a Certificate for cancellation to the Paying Agent or to such other agent or agents reasonably satisfactory to the Company as may be appointed by Surviving CorporationParent, together with such letter of transmittal, duly executed and completed in accordance with the instructions thereto, and such other documents as may reasonably be required by the Paying Agent, the holder of such Certificate shall receive in exchange therefor the Company Common Share Cash Merger Consideration payable in respect of the Company Common Shares, Shares previously represented by such Certificate pursuant to the provisions of this Article III, and the Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of Company Common Shares that is not registered in the transfer records of the Company, payment may be 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 payment shall pay any transfer or other Taxes required by reason of the payment to a person other than the registered holder of such Certificate or establish to the satisfaction of Parent that such tax has been paid or is not applicable. Until surrendered as contemplated by this Section 3.03, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive, upon such surrender, the Company Common Share Cash Merger Consideration as contemplated by this Section 3.03. No interest shall be paid or accrue on the Company Common Share Cash Merger Consideration.

Exchange Procedures for Certificates. Promptly (i) As soon as practicable after the Effective Time (but in any event within five (5) Business Days)Time, Surviving Corporation the Exchange Agent shall cause the Paying Agent to mail to each person who immediately prior Company Shareholder to the Effective Time held Company Common Shares that were converted into the right to receive whom the Company Common Share Cash Merger Consideration pursuant to Section 3.01: (i) has issued Certificates and that has not previously delivered its Certificates, together with a properly completed and duly executed letter of transmittal (which the “Letter of Transmittal”), and to any Company Shareholder who is a holder of shares of the Company’s Common Stock as reflected in the stock records of the Company but to whom Certificates have not been issued by the Company (A) a form of Letter of Transmittal, and (B) instructions for use of the Letter of Transmittal in effecting the surrender of Certificates. The Letter of Transmittal shall be in customary form and shall specify that delivery of Certificates shall be effected, and risk of loss and title to the Certificates shall pass to the Paying Agentpass, only upon delivery of receipt thereof by the Certificates to the Paying Exchange Agent, together with a properly completed and which letter duly executed Letter of Transmittal, duly executed on behalf of each Person effecting the surrender of such Certificates, and shall be in such form and have such other provisions as Parent the Company or the Acquiror may reasonably specify); and . (ii) instructions for use in effecting As soon as reasonably practicable after the surrender date of the holder’s Certificates in exchange for the Company Common Share Cash Merger Consideration to which the holder thereof is entitled. Upon surrender of a Certificate for cancellation delivery to the Paying Agent or to such other agent or agents reasonably satisfactory to the Company as may be appointed by Surviving CorporationCompany, together with such letter of transmittal, a properly completed and duly executed and completed in accordance with the instructions theretoLetter of Transmittal, and such other documents as may reasonably be required by the Paying Agent, (A) the holder of record of such Certificate shall receive in exchange therefor be entitled to receive, at such Company Shareholder’s election, (1) either a check or wire transfer, to an account designated by such Company Shareholder pursuant to the Company Common Share Letter of Transmittal, representing the Cash Merger Consideration payable amount that such holder has the right to receive pursuant to Section 1.9(a) in respect of such Certificate, less such Company Shareholder’s Pro Rata Share of the Escrow Cash in respect of such Certificate, (2) a stock certificate from the Acquiror evidencing the Common Stock Merger Consideration that such Company Common Shares, previously represented by such Certificate Shareholder has the right to receive pursuant to the provisions of this Article IIISection 1.9(a) in respect to such Certificate, and the Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of Company Common Shares that is not registered in the transfer records of the Company, payment may be made to a person other than the person in whose name the Certificate so surrendered is registered, if (B) such Certificate shall be properly endorsed or otherwise be in proper form for transfer and the person requesting such payment shall pay any transfer or other Taxes required by reason of the payment to a person other than the registered holder of such Certificate or establish to the satisfaction of Parent that such tax has been paid or is not applicable. Until surrendered as contemplated by this Section 3.03, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive, upon such surrender, the Company Common Share Cash Merger Consideration as contemplated by this Section 3.03. No interest shall be paid or accrue on the Company Common Share Cash Merger Considerationcanceled.

Exchange Procedures for Certificates. Promptly after the Effective Time (but in any event within five (5) Business Days), Surviving Corporation LLC shall cause the Paying Agent to mail to each person who immediately prior to the Effective Time held Company Common Shares that were converted into the right to receive the Company Common Share Cash Merger Consideration pursuant to Section 3.01: (i) a letter of transmittal (which shall specify that delivery of Certificates shall be effected, and risk of loss and title to the Certificates shall pass to the Paying Agent, only upon delivery of the Certificates to the Paying Agent, and which letter shall be in such form and have such other provisions as Parent may reasonably specify); and (ii) instructions for use in effecting the surrender of the holder’s Certificates in exchange for the Company Common Share Cash Merger Consideration to which the holder thereof is entitled. Upon surrender of a Certificate for cancellation to the Paying Agent or to such other agent or agents reasonably satisfactory to the Company as may be appointed by Surviving CorporationLLC, together with such letter of transmittal, duly executed and completed in accordance with the instructions thereto, and such other documents as may reasonably be required by the Paying Agent, the holder of such Certificate shall receive in exchange therefor the Company Common Share Cash Merger Consideration payable in respect of the Company Common Shares, previously represented by such Certificate pursuant to the provisions of this Article III, and the Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of Company Common Shares that is not registered in the transfer records of the Company, payment may be 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 payment shall pay any transfer or other Taxes required by reason of the payment to a person other than the registered holder of such Certificate or establish to the satisfaction of Parent that such tax has been paid or is not applicable. Until surrendered as contemplated by this Section 3.03, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive, upon such surrender, the Company Common Share Cash Merger Consideration as contemplated by this Section 3.03. No interest shall be paid or accrue on the Company Common Share Cash Merger Consideration.

Exchange Procedures for Certificates. Promptly As soon as reasonably practicable after the Effective Time (but in any event within five (5) Business Days)Time, the Surviving Corporation shall cause the Paying Agent to mail be mailed to each person who holder of record of a certificate or certificates which immediately prior to the Effective Time held represented outstanding shares of Company Common Shares that Stock (the “Certificates”) and which shares were converted into the right to receive the Company Common Share Cash Merger Consideration pursuant to Section 3.01: 1.6, (i) a letter of transmittal in customary form (which shall specify that delivery of Certificates shall be effected, and risk of loss and title to the Certificates shall pass to the Paying Agentpass, only upon delivery of the Certificates to the Paying Agent, Exchange Agent and which letter shall be in such form and have such other provisions as are reasonably acceptable to Parent may reasonably specify); and the Stockholder Agent) and (ii) instructions for use in effecting the surrender of the holder’s Certificates in exchange for the Company Common Share Cash Merger Consideration to which the holder thereof is entitledConsideration. Upon surrender of a Certificate for cancellation to the Paying Exchange Agent or to such other agent or agents reasonably satisfactory to the Company as may be appointed by Surviving CorporationParent, together with such letter of transmittal, duly completed and validly executed and completed in accordance with the instructions thereto, and such other documents as may reasonably be required by the Paying Agent, the holder of such Certificate shall be entitled to receive in exchange therefor (A) a certificate representing the Company number of whole shares of Parent Common Share Cash Merger Consideration payable in respect of the Company Common Shares, previously represented by Stock to which such Certificate holder is entitled pursuant to Section 1.6(a)(i); (B) the provisions amount of this Article IIIcash to which such holder is entitled pursuant to Section 1.6(a)(ii); (C) the Convertible Promissory Note to which such holder is entitled pursuant to Sections 1.6(a)(iii) and 1.13; and (D) the amount of cash in lieu of fractional shares to which such holder is entitled pursuant to Section 1.8, and the Certificate so surrendered shall forthwith be canceled. In Until surrendered, each outstanding Certificate that, prior to the event of a transfer of ownership Effective Time, represented shares of Company Common Shares that is not registered in the transfer records of the Company, payment may be 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 payment shall pay any transfer or other Taxes required by reason of the payment to a person other than the registered holder of such Certificate or establish to the satisfaction of Parent that such tax has been paid or is not applicable. Until surrendered as contemplated by this Section 3.03, each Certificate shall Stock will be deemed at any time from and after the Effective Time Time, for all corporate purposes, to represent evidence only the right to receive, upon receive the Merger Consideration into which such surrender, the shares of Company Common Share Cash Merger Consideration as contemplated by this Stock shall have been so converted and the right to receive cash in lieu of fractional shares pursuant to Section 3.03. No interest shall be paid or accrue on the Company Common Share Cash Merger Consideration1.8.

Exchange Procedures for Certificates. Promptly after the Effective Time (but in any event within five four (54) Business Days), the Surviving Corporation Entity or Parent shall cause the Paying Agent to mail to each person who immediately prior to the Effective Time held of record Company Common Shares that were converted into the right (other than holders of Dissenting Shares and Shares to receive the Company Common Share Cash Merger Consideration be canceled pursuant to Section 3.01: 3.01(b)): (i) a letter of transmittal (which shall specify that delivery of Certificates shall be effected, and risk of loss and title to the Certificates shall pass to the Paying Agent, only upon delivery of the Certificates (or affidavits of loss in lieu thereof) to the Paying Agent, and which letter shall be in such form and have such other provisions as Parent and the Company may reasonably specify); agree) and (ii) instructions for use in effecting the surrender of the holder’s Certificates (or affidavits of loss in lieu thereof) in exchange for the Company Common Share Cash Merger Consideration as provided in Section 3.01 to which the holder thereof is entitled. Upon surrender of a Certificate (or affidavits of loss in lieu thereof) for cancellation to the Paying Agent or to such other agent or agents reasonably satisfactory to the Company as may be appointed by Surviving Corporation, together with such letter of transmittal, duly executed and completed in accordance with the instructions thereto, and such other documents as may reasonably be required by the Paying Agent, or, in the case of Uncertificated Shares, at or promptly following the receipt by the Paying Agent of a duly executed letter of transmittal and such other documentation as may be reasonably required by the Paying Agent, the holder of such Certificate or Uncertificated Shares shall receive in exchange therefor the Company Common Share Cash Merger Consideration (after giving effect any required Tax withholdings as provided in Section 3.05) payable in respect of the Company Common Shares, Shares previously represented by such Certificate or Uncertificated Shares pursuant to the provisions of this Article III, and the any Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of Company Common Shares that is not registered in the transfer records of the Company, payment may be made to a person other than the person in whose name the Certificate so surrendered (or affidavits of loss in lieu thereof) is registered, if such Certificate (or affidavits of loss in lieu thereof) shall be properly endorsed or otherwise be in proper form for transfer and the person requesting such payment shall pay any transfer or other Taxes required by reason of the payment to a person other than the registered holder of such Certificate (or affidavits of loss in lieu thereof) or establish to the satisfaction of Parent that such tax has been paid or is not applicable. Until surrendered as contemplated by this Section 3.033.04, each Certificate (or affidavits of loss in lieu thereof) shall be deemed at any time after the Effective Time to represent only the right to receive, upon such surrender, the Company Common Share Cash Merger Consideration as contemplated by this Section 3.033.04. No interest shall be paid or accrue on the Company Common Share Cash Merger Consideration.

Exchange Procedures for Certificates. Promptly No later than five Business Days after the Effective Time (but in any event within five (5) Business Days)Time, Surviving Corporation Parent shall cause the Paying Agent to mail to each person who immediately prior to holder of record of Shares (other than the Effective Time held Company Common Shares that were converted into the right to receive the Company Common Share Cash Merger Consideration pursuant to Section 3.01: Excluded Shares), (i) a letter of transmittal (in customary form and mutually agreed upon by Parent and the Company, which shall specify that delivery of Certificates shall be effected, and risk of loss and title to the Certificates and Book-Entry Shares shall pass to the Paying Agentpass, only upon delivery of the Certificates or Book-Entry Shares, as the case may be, to the Paying Agent, and which letter shall be in such form and have such other provisions as Parent may reasonably specify); Agent and (ii) instructions for use in effecting the surrender of the holder’s Certificates (or Affidavits (as defined below) in lieu of any lost, stolen or destroyed Certificates) and Book-Entry Shares in exchange for the Company Common Per Share Cash Merger Consideration to which (the holder thereof is entitled“Initial Notice”). Upon surrender of a Certificate (or an Affidavit in lieu thereof) or Book-Entry Share for cancellation to the Paying Agent or to such other agent or agents reasonably satisfactory to the Company as may be appointed by Surviving CorporationAgent, together with such letter of transmittal, a duly executed and properly completed in accordance with the instructions thereto, letter of transmittal and such other documents as may reasonably be required by the Paying Agent, the holder of such Certificate or Book-Entry Share shall be entitled to receive in exchange therefor the Company Common Share Cash Merger Consideration payable in respect amount of cash into which the Company Common Shares, previously Shares theretofore represented by such Certificate (or an Affidavit in lieu thereof) or Book-Entry Share shall have been converted by virtue of the Merger pursuant to the provisions of this Article IIISection 2.01, and the Certificate or Book-Entry Share so surrendered shall forthwith be canceled. In the event of a transfer of ownership of Company Common Shares that is not registered in the transfer records of the Company, payment may be 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 payment shall pay any transfer or other Taxes required by reason of the payment to a person other than the registered holder of such Certificate or establish to the satisfaction of Parent that such tax has been paid or is not applicable. Until surrendered and exchanged as contemplated by this Section 3.032.02, each Certificate and Book-Entry Share shall be deemed at any time after the Effective Time to represent only the right to receive, receive upon such surrendersurrender the amount of cash, without interest, into which the Company Common Share Cash Merger Consideration as contemplated by this Shares shall have been converted pursuant to Section 3.032.01. No interest shall will be paid or will accrue to holders of Certificates or Book-Entry Shares on the Company Common Share Cash Merger Considerationcash payable upon the exchange of such Shares.

Exchange Procedures for Certificates. Promptly after following the Effective Time (but in any event within five (5) Business Days)Time, the Surviving Corporation or the Exchange Agent shall cause the Paying Agent to mail to each person who immediately prior holder of record of a Certificate, other than Certificates to the Effective Time held Company Common Shares that were converted into the right to receive the Company Common Share Cash Merger Consideration be canceled or retired pursuant to Section 3.01: 3.1(a), (i) a letter of transmittal (which shall specify that delivery of Certificates shall be effected, and risk of loss and title to the Certificates shall pass to the Paying Agentpass, only upon actual delivery of the Certificates to the Paying Agent, Exchange Agent and which letter shall be in such a form and have such other provisions as Parent and the Company may reasonably specify); agree) and (ii) instructions for use in effecting the surrender of the holder’s Certificates in exchange for the Company Common Share Cash Merger Consideration to which the holder thereof is entitledconsideration provided herein. Upon surrender of a Certificate for cancellation to the Paying Exchange Agent or to such other agent or agents reasonably satisfactory to the Company as may be appointed by the Surviving Corporation, together with such letter of transmittal, duly executed and completed in accordance with the instructions theretoexecuted, and such other documents as may reasonably be required by the Paying Exchange Agent, the holder of such Certificate shall be entitled to receive in exchange therefor therefor, the amount of consideration into which the shares of Company Common Share Cash Merger Consideration payable in respect of the Company Common Shares, previously Capital Stock theretofore represented by such Certificate shall have been converted pursuant to the provisions of this Article IIISection 3.1(b), and the Certificate Certificates so surrendered shall forthwith be canceledcancelled. In No interest will be paid or will accrue on any cash payable upon the event surrender of a transfer of ownership of Company Common Shares that any Certificate. If payment is not registered in the transfer records of the Company, payment may to be made to a person or entity other than the person or entity in whose name the Certificate so surrendered is registered, if it shall be a condition of payment that such Certificate shall be properly endorsed or otherwise be in proper form for transfer and that the person or entity requesting such payment shall pay any transfer or other Taxes taxes required by reason of the payment to a person other than the registered holder of such Certificate or establish to the satisfaction of Parent the Surviving Corporation that such tax has been paid or is not applicable. Until surrendered as contemplated by this Section 3.034.1(b), each Certificate (other than Certificates representing Dissenting Shares and Certificates representing any shares of Company Capital Stock to be cancelled or retired pursuant to Section 3.1(a)) shall be deemed at any time after the Effective Time to represent only the right to receive, receive upon such surrendersurrender the consideration provided herein, the Company Common Share Cash Merger Consideration as contemplated by this Section 3.03. No interest shall be paid or accrue on the Company Common Share Cash Merger Considerationwithout interest.

Exchange Procedures for Certificates. Promptly after the Effective Time (but in any event within five (5) Business Days), the Surviving Corporation Entity shall cause the Paying Agent to mail to each person who immediately prior to the Effective Time held Company Common Shares Shares, Company Series A Preferred Shares, Company Series B Preferred Shares, Restricted Units, Existing Units or Options that were converted into exchanged for the right to receive the Company Common Share Cash Merger Consideration, the Preferred Redemption Amount, the Partnership Merger Consideration, the Restricted Unit Consideration, the Option Consideration, the Series A Consideration or the Series B Consideration, as applicable pursuant to Section 3.01this Agreement: (i) a letter of transmittal (which shall specify that delivery of Certificates shall be effected, and risk of loss and title to the Certificates shall pass to the Paying Agent, only upon delivery of the Certificates to the Paying Agent, and which letter shall be in such form and have such other provisions as Parent may reasonably specify); ) and (ii) instructions for use in effecting the surrender of the holder’s Certificates in exchange for the Company Common Share Cash Merger Consideration, the Preferred Redemption Amount, the Partnership Merger Consideration, the Restricted Unit Consideration, the Option Consideration, the Series A Consideration or the Series B Consideration, as applicable, to which the holder thereof is entitled. Upon surrender of a Certificate for cancellation to the Paying Agent or to such other agent or agents reasonably satisfactory to the Company as may be appointed by Surviving CorporationParent, together with such letter of transmittal, duly executed and completed in accordance with the instructions thereto, and such other documents as may reasonably be required by the Paying Agent, the holder of such Certificate shall receive in exchange therefor the Company Common Share Cash Merger Consideration, the Preferred Redemption Amount, the Partnership Merger Consideration, the Restricted Unit Consideration, the Option Consideration, the Series A Consideration or the Series B Consideration, as applicable, payable in respect of the Company Common Shares, securities previously represented by such Certificate pursuant to the provisions of this Article IIIAgreement, and the Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of Company Common Shares Shares, Company Common Shares, Company Series A Preferred Shares, Company Series B Preferred Shares, Restricted Units, Existing Units or Options that is not registered in the transfer records of the Company, payment may be 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 payment shall pay any transfer or other Taxes required by reason of the payment to a person other than the registered holder of such Certificate or establish to the satisfaction of Parent that such tax has been paid or is not applicable. Until surrendered as contemplated by this Section 3.033.05, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive, upon such surrender, the Company Common Share Cash Merger Consideration appropriate form of consideration as contemplated by this Section 3.03Agreement. No interest shall be paid or accrue on the Company Common Share Cash Merger Consideration.

Exchange Procedures for Certificates. Promptly (i) Parent shall instruct the Exchange Agent to mail, as soon as reasonably practicable after the Effective Time (but in any event within five (5) Business Days)Closing Date, Surviving Corporation shall cause the Paying Agent to mail to each person who immediately prior to the Effective Time held holder of record of a Certificate whose shares of Company Common Shares that Stock were converted into New Holding Company Common Stock and then converted into the right to receive the Company Common Share Cash Merger Consideration pursuant to Section 3.01Consideration: (i) a letter of transmittal (which shall specify that delivery of Certificates shall be effected, and risk of loss and title to the Certificates shall pass to the Paying Agentpass, only upon delivery of the Certificates to the Paying Agent, Exchange Agent and which letter shall be in such a form and have such other customary provisions as Parent and the Company may reasonably specify); agree prior to the Effective Time) and (ii) instructions for use in effecting the surrender of the holder’s Certificates in exchange for the Company Common Share Cash Merger Consideration Consideration. (ii) Any holder of a Certificate shall be entitled to which the holder thereof is entitled. Upon receive, upon surrender of a such Certificate for cancellation to the Paying Exchange Agent or to such other agent or agents reasonably satisfactory to the Company as may be appointed by Surviving Corporation, together with such the letter of transmittal, duly executed and completed in accordance with the instructions theretoby such holder, and such other documents as may reasonably be required by the Paying Exchange Agent: (A) subject to Section 2.4, the holder aggregate Merger Consideration for the shares of such Certificate shall receive in exchange therefor New Company Common Stock that the Company Common Share Cash Merger Consideration payable in respect of the Company Common Shares, Stock previously represented by such Certificate was converted into pursuant to the provisions Section 2.1(a)(i), (B) cash in lieu of this Article III, fractional shares of Parent Common Stock payable in accordance with Section 2.4 and the Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of Company Common Shares that is not registered in the transfer records of the Company, payment may be 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 payment shall pay (C) any transfer dividends or other Taxes required by reason of the payment to a person other than the registered holder distributions in respect of such Certificate or establish to the satisfaction whole number of shares of Parent Common Stock included in such aggregate Merger Consideration that such tax the holder has been paid or is not applicable. Until surrendered as contemplated by this Section 3.03, each Certificate shall be deemed at any time after the Effective Time to represent only the a right to receive, upon such surrender, the Company Common Share Cash Merger Consideration as contemplated by this receive pursuant to Section 3.032.3(f). No interest shall be paid or accrue on any cash payable upon surrender of any Certificate and the Company Common Share Cash Merger ConsiderationCertificate so surrendered shall forthwith be cancelled.

Exchange Procedures for Certificates. (i) Promptly after the Company Merger Effective Time (but in any event within five (5) Business Days), the Surviving Corporation shall cause the Paying Agent to mail to each person who immediately prior to the Company Merger Effective Time held Company Common Shares, Company Warrants or Company Series A Preferred Shares that were converted into exchanged for the right to receive the Company Common Share Cash Merger Consideration Consideration, in the case of Company Common Shares, the Warrant Merger Consideration, in the case of Company Warrants, or the Company Series A Preferred Share Merger Consideration, in the case of the Company Series A Preferred Shares, as applicable, pursuant to Section 3.01: (iA) a letter of transmittal (which shall specify that delivery of Certificates shall be effected, and risk of loss and title to the Certificates shall pass to the Paying Agent, only upon delivery of the Certificates to the Paying Agent, and which letter shall be in such form and have such other provisions as Parent may reasonably specify); ) and (iiB) instructions for use in effecting the surrender of the holder’s Certificates in exchange for the Company Common Share Cash Merger Consideration Consideration, the Warrant Merger Consideration, or the Company Series A Preferred Share Merger Consideration, as applicable, to which the holder thereof is entitled. Upon surrender of a Certificate for cancellation to the Paying Agent or to such other agent or agents reasonably satisfactory to the Company as may be appointed by Surviving CorporationParent, together with such letter of transmittal, duly executed and completed in accordance with the instructions thereto, and such other documents as may reasonably be required by the Paying Agent, the holder of such Certificate shall receive in exchange therefor the Company Common Share Cash Merger Consideration payable in respect of the Company Common Shares, the Warrant Merger Consideration, in the case of Company Warrants or the Company Series A Preferred Share Merger Consideration payable in respect of the Company Series A Preferred Shares, previously represented by such Certificate pursuant to the provisions of this Article III, and the Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of Company Common Shares, Company Warrants or the Company Series A Preferred Shares that is not registered in the transfer records of the Company, payment may be 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 payment shall pay any transfer or other Taxes required by reason of the payment to a person other than the registered holder of such Certificate or establish to the satisfaction of Parent that such tax Tax has been paid or is not applicable. Until surrendered as contemplated by this Section 3.03, each Certificate shall be deemed at any time after the Company Merger Effective Time to represent only the right to receive, upon such surrender, the Company Common Share Cash Merger Consideration, the Warrant Merger Consideration, or the Company Series A Preferred Share Merger, as applicable, as contemplated by this Section 3.03. No interest shall be paid or accrue on the Merger Consideration. (ii) Promptly after the Partnership Merger Effective Time (but in any event within five (5) Business Days), the Surviving Partnership shall cause the Paying Agent to mail to each person who immediately prior to the Partnership Merger Effective Time held OP Units that were exchanged for the right to receive the OP Unit Merger Consideration pursuant to Section 3.02: (A) a letter of transmittal (which shall specify that delivery of Certificates shall be effected, and risk of loss and title to the Certificates shall pass to the Paying Agent, only upon delivery of the Certificates to the Paying Agent, and which letter shall be in such form and have such other provisions as Parent may reasonably specify) and (B) instructions for use in effecting the surrender of the holder’s Certificates in exchange for the OP Unit Merger Consideration to which the holder thereof is entitled. Upon surrender of a Certificate for cancellation to the Paying Agent or to such other agent or agents reasonably satisfactory to the Company as may be appointed by Parent, together with such letter of transmittal, duly executed and completed in accordance with the instructions thereto, and such other documents as may reasonably be required by the Paying Agent, the holder of such Certificate shall receive in exchange therefor the OP Unit Merger Consideration payable in respect of the OP Units previously represented by such Certificate pursuant to the provisions of this Article III, and the Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of OP Units that is not registered in the transfer records of the Operating Partnership, payment may be 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 payment shall pay any transfer or other Taxes required by reason of the payment to a person other than the registered holder of such Certificate or establish to the satisfaction of Parent that such Tax has been paid or is not applicable. Until surrendered as contemplated by this Section 3.03, each Certificate shall be deemed at any time after the Partnership Merger Effective Time to represent only the right to receive, upon such surrender, the OP Unit Merger Consideration as contemplated by this Section 3.03. No interest shall be paid or accrue on the Company Common Share Cash OP Unit Merger Consideration.

Exchange Procedures for Certificates. Promptly after the Effective Time (but in any event within five (5) Business Days), the Surviving Corporation shall cause the Paying Agent to mail to each person who immediately prior to the Effective Time held Company Common Shares or that were converted into exchanged for the right to receive the Company Common Share Cash Merger Consideration pursuant to Section 3.01: (iA) a letter of transmittal (which shall specify that delivery of Certificates shall be effected, and risk of loss and title to the Certificates shall pass to the Paying Agent, only upon proper delivery of the Certificates to the Paying AgentAgent (or effective affidavits of loss in lieu thereof), and which letter shall be in such form and have such other provisions as Parent may reasonably specify); ) and (iiB) instructions for use in effecting the surrender of the holder’s Certificates (or effective affidavits of loss in lieu thereof) in exchange for the Company Common Share Cash Merger Consideration to which the holder thereof is entitled. Upon surrender of a Certificate (or effective affidavits of loss in lieu thereof) for cancellation to the Paying Agent or to such other agent or agents reasonably satisfactory to the Company as may be appointed by Surviving CorporationParent, together with such letter of transmittal, duly executed and completed in accordance with the instructions thereto, and such other documents as may reasonably be required by the Paying Agent, the holder of such Certificate shall receive in exchange therefor the Company Common Share Cash Merger Consideration payable in respect of the Company Common Shares, Shares previously represented by such Certificate pursuant to the provisions of this Article III, and the Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of Company Common Shares that is not registered in the transfer records of the Company, payment may be 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 payment shall pay any transfer, stock transfer or other Taxes required by reason of the payment to a person other than the registered holder of such Certificate or establish to the satisfaction of Parent that such tax Tax has been paid or is not applicable. Until surrendered as contemplated by this Section 3.033.02, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive, upon such surrender, the Company Common Share Cash Merger Consideration as contemplated by this Section 3.033.02. No interest shall be paid or accrue on the Company Common Share Cash Merger Consideration.