Common use of Exchange Procedures Clause in Contracts

Exchange Procedures. Subject to Section 3.1(c), promptly following the Effective Time (but in no event later than two (2) Business Days following the Effective Time), Parent shall instruct 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 Company Capital Stock or Warrants (the “Certificates”) (A) a letter of transmittal substantially in the form attached hereto as Exhibit C (“Letter of Transmittal”), which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Exchange Agent and shall be in customary form reasonably satisfactory to Parent and the Equityholders’ Representative, and (B) instructions for use in effecting the surrender of the Certificates in exchange for the portion of the Merger Consideration or Warrant Payment (as applicable) receivable in respect of such Certificates. Upon surrender of a Certificate for cancellation to the Exchange Agent together with such Letter of Transmittal, properly completed and duly executed, and such other documents as may be required pursuant to such instructions, the holder of such Certificate shall be entitled to receive in exchange therefor the portion of the Merger Consideration or Warrant Payment (as applicable) which such holder has the right to receive in respect of the shares of Company Capital Stock or Warrants formerly represented by such Certificate (and the right to receive payments from the General Escrow Account and the Equityholders’ Representative Escrow Account in accordance with the Escrow Agreement and Section 3.3), and the Certificate so surrendered shall forthwith be canceled. Following any receipt of an Excess Payment, the Exchange Agent will deliver to each holder of surrendered Certificates, such holder’s pro rata portion thereof; provided, that if the Exchange Agent receives an Excess Payment prior to receipt of surrendered Certificates, then payment of the portion thereof applicable to such unsurrendered Certificates shall be made at the same time as payment of the balance of the applicable Merger Consideration or Warrant Payment (as applicable) upon surrender thereof. No interest will be paid or accrued on any Merger Consideration or Warrant Payment (as applicable) payable to holders of Certificates. In the event of a transfer of ownership of shares of Company Capital Stock or Warrants that is not registered in the transfer records of the Company, the portion of the Merger Consideration or Warrant Payment (as applicable) payable in respect of such shares of Company Capital Stock or Warrants may be issued to a transferee if the Certificate representing such shares of Company Capital Stock or Warrants is presented to the Exchange Agent, accompanied by any documents reasonably required to evidence and effect such transfer and by evidence that any applicable stock transfer Taxes have been paid. Until surrendered as contemplated by this Section 3.1, each Certificate shall, subject to Section 3.2, be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the portion of the Merger Consideration or Warrant Payment (as applicable) payable in respect of such Certificate as set forth in Section 2.6.

Exchange Procedures. Subject to Section 3.1(c), (i) At or promptly following the Effective Time (but in no event later than two (2) Business Days following after the Effective Time), Parent SHC shall instruct cause the Exchange Agent to mail to each holder of record of a certificate or certificates Frankfort First Certificate, other than holders of Dissenting Shares, which immediately prior to the Effective Time of Merger represented outstanding shares of Company Capital Frankfort First Common Stock or Warrants (and which was not submitted to the “Certificates”) Exchange Agent with a duly executed and completed Form of Election: (A) a letter of transmittal substantially in the form attached hereto as Exhibit C (“"Letter of Transmittal”), ") which shall specify that delivery shall be effected, and risk of loss and title to the Frankfort First Certificates shall pass, only upon proper delivery of the Frankfort First Certificates to the Exchange Agent and which shall be in such form and have such other customary form provisions as SHC may reasonably satisfactory specify and which are reasonably acceptable to Parent and the Equityholders’ Representative, Frankfort First; and (B) instructions for use in effecting to effect the surrender of the Frankfort First Certificates in exchange for the portion cash or shares of the Merger Consideration SHC Common Stock, or Warrant Payment both, as described in this Agreement. (as applicableii) receivable in respect of such Certificates. Upon surrender of a Frankfort First Certificate for cancellation to the Exchange Agent together with such either a Form of Election or a Letter of Transmittal, properly completed and in each case duly executed, and with such other documents as the Exchange Agent may be required pursuant to such instructionsreasonably require, the holder of such Frankfort First Certificate shall be entitled to receive receive, and SHC shall cause the Exchange Agent to promptly deliver in exchange therefor after the portion Effective Time: (A) a certificate representing that number of the Merger Consideration or Warrant Payment (as applicable) whole shares of SHC Common Stock to which such holder has the right is entitled to receive in respect of such Frankfort First Certificate pursuant to Section 2.8 of this Agreement; and (B) a check representing the shares of Company Capital Stock or Warrants formerly represented by cash that such Certificate (and the right holder is entitled to receive payments from the General Escrow Account in respect of such Frankfort First Certificate pursuant to Section 2.8 of this Agreement; and the Equityholders’ Representative Escrow Account in accordance with the Escrow Agreement and Section 3.3), and the (C) a check for any Fraction Payment. The Frankfort First Certificate so surrendered shall forthwith be canceled. Following any receipt of an Excess Payment, the Exchange Agent will deliver to each holder of surrendered Certificates, such holder’s pro rata portion thereof; provided, however, that if the Exchange Agent receives an Excess Payment prior to receipt fractional share interests of surrendered Certificates, then payment of the portion thereof applicable to such unsurrendered Certificates any one holder shall be made at aggregated to maximize the same time as payment number of whole shares of SHC Common Stock to be issued and minimize the balance of the applicable Merger Consideration or Warrant Payment Fraction Payments. (as applicableiii) upon surrender thereof. No interest will be paid or accrued on any Merger Consideration or Warrant Payment (as applicable) payable to holders of Certificates. In the event of a transfer of ownership of shares of Company Capital Frankfort First Common Stock or Warrants that which is not registered in the transfer records of Frankfort First, a certificate representing the Companyproper number of shares of SHC Common Stock, a check for the portion proper amount of the Merger Consideration or Warrant Payment (as applicable) payable cash that such holder is entitled to receive in respect of such shares Frankfort First Certificate pursuant to Section 2.8 of Company Capital Stock or Warrants may this Agreement and any Fraction Payment, shall be issued delivered to a the transferee if the Frankfort First Certificate representing which represented such shares of Company Capital Frankfort First Common Stock or Warrants is presented to the Exchange Agent, accompanied by any all documents reasonably required to evidence and effect such transfer and by evidence that any applicable stock transfer Taxes taxes have been paid. . (iv) No interest will be paid or accrued on the cash and shares of SHC Common Stock to be issued pursuant to this Agreement, the cash in lieu of fractional shares, if any, and unpaid dividends and distributions on the shares of SHC Common Stock, if any, payable to Frankfort First Shareholders. (v) If any Frankfort First Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person claiming such Frankfort First Certificate to be lost, stolen or destroyed and, if required by SHC in its reasonable discretion, the posting by such Person of a bond in such reasonable amount as SHC may direct as indemnity against any claim that may be made against it with respect to such Frankfort First Certificate, the Exchange Agent will deliver in exchange for such lost, stolen or destroyed Frankfort First Certificate, a certificate representing the proper number of shares of SHC Common Stock and a check for the cash, in each case that such Frankfort First Shareholder has the right to receive pursuant to Section 2.8 of this Agreement, and the Fraction Payment, if any, with respect to the shares of Frankfort First Common Stock formerly represented thereby, and unpaid dividends and distributions on the shares of SHC Common Stock, if any, as provided in this Article II of this Agreement. (vi) Until surrendered as contemplated by this Section 3.12.9 of this Agreement, each Certificate shallFrankfort First Certificate, subject to Section 3.2other than Dissenting Shares, shall be deemed at any time all times after the Effective Time to represent only the right to receive upon such surrender only the portion cash or shares of SHC Common Stock, or both, and any Fraction Payment. (vii) Dissenting Shares as to which appraisal rights have been properly perfected shall be treated in the Merger Consideration or Warrant Payment (as applicable) payable in respect of such Certificate as set forth manner provided in Section 2.62.12.

Exchange Procedures. Subject to Section 3.1(c), (a) As promptly following the Effective Time (but as practicable and in no any event later than within two (2) Business Days following after the Effective Time), Parent the Paying Agent shall instruct the Exchange Agent to mail to each holder of record of a certificate Certificate or certificates which Certificates that, immediately prior to the Effective Time Time, represented outstanding shares of Company Capital Stock or Warrants Shares subsequently converted into the right to receive the Merger Consideration, as set forth in Section 2.04 (the “Certificates”) (Ai) a letter of transmittal substantially in the form attached hereto as Exhibit C (a “Letter of Transmittal”), which ) that (A) shall specify that delivery shall be effected, effected and risk of loss and title to the Certificates shall pass, pass only upon proper delivery of the Certificates to the Exchange Paying Agent (or an affidavit of loss in lieu thereof, together with any bond or indemnity agreement, as contemplated by Section 3.06) and (B) shall be in customary such form reasonably satisfactory and have such other provisions as the Surviving Corporation may specify, subject to Parent and the Equityholders’ Representative, Company’s reasonable approval (to be sought prior to the Effective Time) and (Bii) instructions for use in effecting the surrender of the Certificates in exchange for the portion of the applicable Merger Consideration or Warrant Payment Consideration. (as applicableb) receivable in respect of such Certificates. Upon surrender of a Certificate for cancellation to the Exchange Agent Paying Agent, together with such a Letter of Transmittal, properly duly completed and duly executed, and such any other documents as may be reasonably required pursuant to such instructionsby the Paying Agent or the Surviving Corporation, (i) the holder of such Certificate shall be entitled to receive in exchange therefor the portion of the Merger Consideration or Warrant Payment (as applicable) which that such holder has the right to receive in respect of the shares of Company Capital Stock or Warrants formerly represented by such Certificate pursuant to Section 2.04 and (and the right to receive payments from the General Escrow Account and the Equityholders’ Representative Escrow Account in accordance with the Escrow Agreement and Section 3.3), and ii) the Certificate so surrendered shall forthwith be canceled. Following any receipt of an Excess Payment, the Exchange Agent will deliver to each holder of surrendered Certificates, such holder’s pro rata portion thereof; provided, that if the Exchange Agent receives an Excess Payment prior to receipt of surrendered Certificates, then payment of the portion thereof applicable to such unsurrendered Certificates shall be made at the same time as payment of the balance of the applicable Merger Consideration or Warrant Payment (as applicable) upon surrender thereof. No interest will be paid or accrued on any Merger Consideration or Warrant Payment (as applicable) the cash payable to holders of Certificates. In the event of a transfer of ownership of shares of Company Capital Stock or Warrants that is not registered in the transfer records upon surrender of the Company, the portion of the Merger Consideration or Warrant Payment (as applicable) payable in respect of such shares of Company Capital Stock or Warrants may be issued to a transferee if the Certificate representing such shares of Company Capital Stock or Warrants is presented to the Exchange Agent, accompanied by any documents reasonably required to evidence and effect such transfer and by evidence that any applicable stock transfer Taxes have been paidCertificates. Until surrendered as contemplated by this Section 3.13.02, each such Certificate shall, subject to Section 3.2, shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the portion applicable Merger Consideration. (c) Notwithstanding anything to the contrary contained in this Agreement, any holder of Book-Entry Shares shall not be required to deliver a Certificate or an executed Letter of Transmittal to the Paying Agent to receive the Merger Consideration that such holder is entitled to receive pursuant to this Article III. In lieu thereof, each holder of record of one or more Book-Entry Shares whose Shares were converted into the right to receive the Merger Consideration shall automatically upon the Effective Time (or, at any later time at which such Book-Entry Shares shall be so converted) be entitled to receive, and Parent shall cause the Paying Agent to pay and deliver as promptly as practicable and in any event within three (3) Business Days after the Effective Time, the Merger Consideration to which such holder is entitled to receive pursuant to this Article III. (d) In the event of a transfer of ownership of Shares that is not registered in the transfer records of the Company, the appropriate amount of the Merger Consideration may be paid to a transferee if the Certificate representing such Shares is presented to the Paying Agent properly endorsed or Warrant Payment (as applicable) payable accompanied by appropriate stock powers and otherwise in respect of proper form for transfer and accompanied by all documents reasonably required by the Paying Agent to evidence and effect such Certificate as set forth in Section 2.6transfer and to evidence that any applicable Taxes have been paid.

Exchange Procedures. Subject to Section 3.1(c), promptly following the Effective Time (but in no event later than two (2a) Business Days following Promptly after the Effective Time), Parent shall instruct cause the Exchange Agent to mail to each holder of record of a certificate Certificates or certificates which immediately prior Book Entry Shares whose shares were converted into the right to the Effective Time represented outstanding shares of Company Capital Stock or Warrants (the “Certificates”) receive Merger Consideration pursuant to Section 2.6 (A) a letter of transmittal substantially in and instructions, the form attached hereto and substance of which shall be substantially as Exhibit C reasonably agreed to by the Company and Parent and prepared prior to the Closing (the “Letter of Transmittal”), which shall specify that delivery shall be effected, and risk of loss and title with respect to the Certificates or Book-Entry Shares shall pass, only upon proper delivery of the Certificates (or affidavits of loss in lieu thereof) or Book-Entry Shares to the Exchange Agent and shall be in customary form reasonably satisfactory to Parent and the Equityholders’ RepresentativeAgent, and (B) instructions for use in effecting the surrender of the such Certificates or Book-Entry Shares, as applicable, in exchange for the portion of the Merger Consideration or Warrant Payment Consideration. (as applicableb) receivable in respect of such Certificates. Upon surrender of a Certificate for cancellation or Book-Entry Share to the Exchange Agent together with such Letter of Transmittal, properly duly executed and completed and duly executed, and such other documents as may be required pursuant to such instructionsin accordance with the instructions thereto, the holder of such Certificate or Book-Entry Share shall be entitled to receive promptly in exchange therefor the portion of the Merger Consideration or Warrant Payment (as applicable) which such holder has the right to receive in respect for each share of the shares of Company Capital Common Stock or Warrants formerly represented by such Certificate (or Book-Entry Share and the right to receive payments from the General Escrow Account and the Equityholders’ Representative Escrow Account in accordance with the Escrow Agreement and Section 3.3), and the such Certificate so surrendered or Book-Entry Share shall forthwith then be canceled. Following any receipt of an Excess Payment, the Exchange Agent will deliver to each holder of surrendered Certificates, such holder’s pro rata portion thereof; provided, that if the Exchange Agent receives an Excess Payment prior to receipt of surrendered Certificates, then payment of the portion thereof applicable to such unsurrendered Certificates shall be made at the same time as payment of the balance of the applicable Merger Consideration or Warrant Payment . (as applicablec) upon surrender thereof. No interest will be paid or accrued will accrue for the benefit of holders of the Certificates on any the Merger Consideration payable upon the surrender of the Certificates or Warrant Payment (as applicable) payable to holders of CertificatesBook-Entry Shares. In the event of a transfer of ownership of shares of Company Capital Common Stock or Warrants that which is not registered in the transfer records of the Company, the portion payment of the Merger Consideration or Warrant Payment (as applicable) payable in respect of such shares of Company Capital Stock or Warrants may be issued made with respect to such Common Stock to such a transferee if the Certificate or Book-Entry Shares formerly representing such shares of Company Capital Common Stock or Warrants is presented to the Exchange Agent, accompanied by any all documents reasonably required to evidence and effect such transfer and by to evidence that any all applicable stock transfer Taxes taxes have been paid. Until surrendered as contemplated by this Section 3.1, each Certificate shall, subject to Section 3.2, be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the portion of the Merger Consideration paid or Warrant Payment (as are not applicable) payable in respect of such Certificate as set forth in Section 2.6.

Exchange Procedures. Subject to Section 3.1(c), (a) As promptly following as practicable after the Effective Time (but Date, and in no any event later than two (2) Business Days following within five calendar days of the Merger Effective Time)Date, Parent shall instruct the an Exchange Agent to designated by Niagara Bancorp shall mail to each holder of record of an outstanding share Certificate or Certificates a certificate or certificates which immediately prior to the Effective Time represented outstanding shares of Company Capital Stock or Warrants (the “Certificates”) (A) a letter of transmittal substantially in the form attached hereto as Exhibit C (“Letter of Transmittal”), which shall specify that delivery shall be effected, and risk of loss and title to Transmittal containing instructions for the Certificates shall pass, only upon proper delivery surrender of the Certificate or Certificates held by such holder for payment therefor. Upon surrender of the Certificate or Certificates to the Exchange Agent in accordance with the instructions set forth in the Letter of Transmittal, such holder shall promptly receive in exchange therefor the Merger Consideration, without interest thereon. The Exchange Agent shall send payments within three business days after the receipt of properly submitted documents. Approval of this Agreement by the stockholders of CNYF shall constitute authorization for Niagara Bancorp to designate and appoint such Exchange Agent. Neither Niagara Bancorp nor the Exchange Agent shall be obligated to deliver the Merger Consideration to a former stockholder of CNYF until such former stockholder surrenders his Certificate or Certificates or, in customary form lieu thereof, any such appropriate affidavit of loss and indemnity agreement and bond as may be reasonably satisfactory required by Niagara Bancorp. The Exchange Agent in its agreement shall be obligated to Parent and pay the Equityholders’ Representative, and Merger Consideration in accordance with this Agreement. (Bb) instructions for use in effecting the surrender of the Certificates in exchange for the portion If payment of the Merger Consideration or Warrant Payment (as applicable) receivable is to be made to a person other than the person in respect of such Certificates. Upon surrender of whose name a Certificate surrendered in exchange therefore is registered, it shall be a condition of payment that the Certificate so surrendered shall be properly endorsed (or accompanied by an appropriate instrument of transfer) and otherwise in proper form for cancellation transfer, and that 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 the Certificate surrendered, or required for any other reason, or shall establish to the satisfaction of the Exchange Agent together that such tax has been paid or is not payable. (c) On or prior to the Merger Effective Date, Niagara Bancorp shall deposit or cause to be deposited, in trust with such Letter the Exchange Agent, an amount of Transmittal, properly completed and duly executed, and such other documents as may be required pursuant cash equal to such instructions, the holder of such Certificate aggregate Merger Consideration that the CNYF stockholders shall be entitled to receive in exchange therefor on the portion Merger Effective Date pursuant to Section 2.02 hereof. (d) The payment of the Merger Consideration or Warrant Payment upon the conversion of CNYF Common Stock in accordance with the above terms and conditions shall be deemed to have been issued and paid in full satisfaction of all rights pertaining to such CNYF Common Stock. (as applicablee) Promptly following the date which is twelve months after the Merger Effective Date, the Exchange Agent shall deliver to Niagara Bancorp all cash, certificates and other documents in its possession relating to the transactions described in this Agreement, and the Exchange Agent's duties shall terminate. Thereafter, each holder of a Certificate formerly representing shares of CNYF Common Stock may surrender such holder has the right Certificate to Niagara Bancorp and (subject to applicable abandoned property, escheat and similar laws) receive in respect consideration therefore the Merger Consideration multiplied by the number of shares of CNYF Common Stock formerly represented by such Certificate, without any interest or dividends thereon. (f) After the close of business on the Merger Effective Date, there shall be no transfers on the stock transfer books of CNYF of the shares of Company Capital CNYF Common Stock or Warrants formerly represented by such Certificate (and which are outstanding immediately prior to the right to receive payments from the General Escrow Account and the Equityholders’ Representative Escrow Account in accordance with the Escrow Agreement and Section 3.3)Merger Effective Date, and the Certificate so surrendered stock transfer books of CNYF shall forthwith be canceled. Following any receipt of an Excess Payment, the Exchange Agent will deliver to each holder of surrendered Certificates, such holder’s pro rata portion thereof; provided, that if the Exchange Agent receives an Excess Payment prior to receipt of surrendered Certificates, then payment of the portion thereof applicable closed with respect to such unsurrendered Certificates shall be made at the same time as payment of the balance of the applicable Merger Consideration or Warrant Payment (as applicable) upon surrender thereofshares. No interest will be paid or accrued on any Merger Consideration or Warrant Payment (as applicable) payable to holders of Certificates. In the event of a transfer of ownership of shares of Company Capital Stock or Warrants that is not registered in the transfer records of the CompanyIf, the portion of after the Merger Consideration or Warrant Payment (as applicable) payable in respect of such shares of Company Capital Stock or Warrants may be issued to a transferee if the Certificate Effective Date, Certificates representing such shares of Company Capital Stock or Warrants is are presented for transfer to the Exchange Agent, accompanied by any documents reasonably required to evidence they shall be canceled and effect such transfer and by evidence that any applicable stock transfer Taxes have been paid. Until surrendered as contemplated by this Section 3.1, each Certificate shall, subject to Section 3.2, be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the portion of exchanged for the Merger Consideration as provided in this Article II. (g) In the event any certificate for CNYF Common Stock shall have been lost, stolen or Warrant Payment destroyed, the Exchange Agent shall deliver (except as applicableotherwise provided in Section 2.02(iii)) payable in respect exchange for such lost, stolen or destroyed certificate, upon the making of an affidavit of the fact by the holder thereof, the cash to be paid in the Merger as provided for herein; provided, however, that Niagara Bancorp may, in its sole discretion and as a condition precedent to the delivery thereof, require the owner of such Certificate lost, stolen or destroyed certificate to deliver a bond in such reasonable sum as set forth Niagara Bancorp as indemnity against any claim that may be made against CNYF, Niagara Bancorp or any other party with respect to the certificate alleged to have been lost, stolen or destroyed. (h) Niagara Bancorp is hereby authorized to adopt additional rules and regulations with respect to the matters referred to in this Section 2.62.03 not inconsistent with the provisions of this Agreement.

Exchange Procedures. Subject (i) Not more than 90 days nor fewer than 30 days prior to the Closing Date, the Exchange Agent will mail a form of election (the "Form of Election") to holders of record of shares of SCANA Common Stock and to the holders of record of shares of PSNC Common Stock (as of a record date as close as practicable to the date of mailing and mutually agreed to by PSNC and SCANA). In addition, the Exchange Agent will use its best efforts to make the Form of Election available to the persons (as defined in Section 3.1(c2.3(f)) who become shareholders of SCANA or PSNC during the period between such record date and the Closing Date. Any election to receive SCANA Merger Consideration contemplated by Section 2.1(e) or PSNC Cash Consideration contemplated by Section 2.2(d) will have been properly made only if the Exchange Agent shall have received at its designated office or offices, by 5:00 p.m., New York City time, on the fifth business day immediately preceding the Closing Date (the "Election Deadline"), a Form of Election properly completed and accompanied by a SCANA Certificate or a PSNC Certificate, as the case may be (together or as applicable, "Certificate(s)") for the shares to which such Form of Election relates, duly endorsed in blank or otherwise acceptable for transfer on the books of SCANA or PSNC, as the case may be (or an appropriate guarantee of delivery), as set forth in such Form of Election. An election may be revoked only by written notice received by the Exchange Agent prior to 5:00 p.m., New York City time, on the Election Deadline. In addition, all elections shall automatically be revoked if the Exchange Agent is notified in writing by SCANA and PSNC that either of the Mergers has been abandoned. If an election is so revoked, the Certificate(s) (or guarantee of delivery, as appropriate) to which such election relates will be promptly following returned to the person submitting the same to the Exchange Agent. SCANA shall have the discretion, which it may delegate in whole or in part to the Exchange Agent, to determine whether Forms of Election have been properly completed, signed and submitted or revoked pursuant to this Article II, and to disregard immaterial defects in Forms of Election. The decision of SCANA (or the Exchange Agent) in such matters shall be conclusive and binding (ii) As soon as reasonably practicable after the Effective Time (but in no event later than two (2) Business Days following of the First Merger, with respect to the First Merger, and after the Effective Time of the Second Merger, with respect to the Second Merger (together or as applicable, the "Effective Time"), Parent shall instruct the Exchange Agent to will mail to each holder of record of a certificate or certificates which immediately prior to the Effective Time represented outstanding Certificate, whose shares of Company Capital SCANA Common Stock or Warrants PSNC Common Stock (collectively, the “Certificates”"Shares") were converted into the right to receive SCANA Merger Consideration or PSNC Merger Consideration (Atogether, the "Merger Consideration") and who failed to return a properly completed Form of Election, (i) a letter of transmittal substantially in the form attached hereto as Exhibit C (“Letter of Transmittal”), which shall will specify that delivery shall will be effected, and risk of loss and title to the Certificates shall will pass, only upon proper delivery of the Certificates to the Exchange Agent and shall will be in customary such form reasonably satisfactory to Parent and the Equityholders’ Representative, have such other provisions as SCANA and PSNC may specify consistent with this Agreement) and (Bii) instructions for use in effecting the surrender of the Certificates in exchange for the portion of Merger Consideration. (iii) At the Merger Consideration or Warrant Payment (as applicableEffective Time, with respect to properly made elections in accordance with Section 2.3(b)(i), and upon surrender in accordance with Section 2.3(b)(ii) receivable in respect of such Certificates. Upon surrender of a Certificate for of cancellation to the Exchange Agent or to such other agent or agents as may be appointed by SCANA and PSNC, together with such Letter letter of Transmittaltransmittal, properly completed and duly executed, and such other documents as may reasonably be required pursuant to such instructionsby the Exchange Agent, the holder of such Certificate shall will be entitled to receive in exchange therefor the portion of the Merger Consideration or Warrant Payment (as applicable) which that such holder has the right to receive in respect pursuant to the provisions of the shares of Company Capital Stock or Warrants formerly represented by such Certificate (and the right to receive payments from the General Escrow Account and the Equityholders’ Representative Escrow Account in accordance with the Escrow Agreement and Section 3.3)this Article II, and the Certificate so surrendered shall will forthwith be canceled. Following any receipt of an Excess Payment, the Exchange Agent will deliver to each holder of surrendered Certificates, such holder’s pro rata portion thereof; provided, that if the Exchange Agent receives an Excess Payment prior to receipt of surrendered Certificates, then payment of the portion thereof applicable to such unsurrendered Certificates shall be made at the same time as payment of the balance of the applicable Merger Consideration or Warrant Payment (as applicable) upon surrender thereof. No interest will be paid or accrued on any Merger Consideration or Warrant Payment (as applicable) payable to holders of Certificates. In the event of a transfer of ownership of shares of Company Capital Stock or Warrants Shares that is are not registered in the transfer records of SCANA or PSNC, as the Companycase may be, the portion of the Merger Consideration or Warrant Payment (as applicable) payable in respect of such shares of Company Capital Stock or Warrants payment may be issued to a transferee if person other than the person in whose name the Certificate representing so surrendered is registered if such shares Certificate is properly endorsed or otherwise in proper form for transfer and the person requesting such issuance pays any transfer or other taxes required by reason of Company Capital Stock such payment to a person other than the registered holder of such Certificate or Warrants is presented establishes to the Exchange Agent, accompanied by any documents reasonably required to evidence satisfaction of SCANA and effect PSNC that such transfer and by evidence that any applicable stock transfer Taxes have tax has been paidpaid or is not applicable. Until surrendered as contemplated by this Section 3.12.3, each Certificate shall, subject to Section 3.2, will be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the portion of the Merger Consideration or Warrant Payment (as applicable) payable that the holder thereof has the right to receive in respect of such Certificate as set forth in Section 2.6pursuant to the provisions of this Article II. No interest will be paid or will accrue on any cash payable to holders of Certificates pursuant to the provisions of this Article II.

Exchange Procedures. Subject to Section 3.1(c), promptly following the Effective Time (but in no event later than two (2i) Business Days following Promptly after the Effective Time, Newco shall cause its transfer agent and registrar, American Stock Transfer & Trust Company, acting as the exchange agent (the "Exchange Agent"), Parent shall instruct the Exchange Agent to mail to each holder the former shareholders of record of a certificate or certificates which immediately prior to the Effective Time represented outstanding shares of Company Capital Stock or Warrants JWCFS appropriate transmittal materials (the “Certificates”) (A) a letter of transmittal substantially in the form attached hereto as Exhibit C (“Letter of Transmittal”), which shall specify that delivery shall be effected, and the risk of loss and title to the Certificates certificates theretofore representing shares of JWCFS Common Stock shall pass, only upon proper delivery of such certificates to the Certificates Exchange Agent) advising such holder of the effectiveness of the Share Exchange and the procedure for surrendering to the Exchange Agent and shall be in customary form reasonably satisfactory to Parent and (who may appoint forwarding agents with the Equityholders’ Representativeapproval of Newco) such certificates for exchange into certificates evidencing Newco Common Stock. Each holder of certificates theretofore evidencing shares of JWCFS Common Stock, and (B) instructions for use in effecting the upon proper surrender of the Certificates in exchange for the portion of the Merger Consideration or Warrant Payment (as applicable) receivable in respect of such Certificates. Upon surrender of a Certificate for cancellation thereof to the Exchange Agent together and in accordance with such Letter of Transmittaltransmittal form, properly completed and duly executed, and such other documents as may be required pursuant to such instructions, the holder of such Certificate shall be entitled promptly to receive in exchange therefor the portion of the Merger Consideration or Warrant Payment (as applicable) which such holder has the right to receive certificates evidencing Newco Common Stock deliverable in respect of the shares of Company Capital JWCFS Common Stock or Warrants formerly represented evidenced by such Certificate (the certificates so surrendered, together with all undelivered dividends and the right to receive payments from the General Escrow Account and the Equityholders’ Representative Escrow Account in accordance with the Escrow Agreement and Section 3.3), and the Certificate so surrendered shall forthwith be canceled. Following any receipt of an Excess Payment, the Exchange Agent will deliver to each holder of surrendered Certificates, such holder’s pro rata portion thereof; provided, that if the Exchange Agent receives an Excess Payment prior to receipt of surrendered Certificates, then payment of the portion thereof applicable to such unsurrendered Certificates shall be made at the same time as payment of the balance of the applicable Merger Consideration or Warrant Payment (as applicable) upon surrender thereof. No interest will be paid or accrued on any Merger Consideration or Warrant Payment (as applicable) payable to holders of Certificates. In the event of a transfer of ownership of shares of Company Capital Stock or Warrants that is not registered in the transfer records of the Company, the portion of the Merger Consideration or Warrant Payment (as applicable) payable distributions in respect of such shares (without interest thereon) pursuant to Section 2.7(b). Newco shall not be obligated to deliver the consideration to which any former holder of Company Capital JWCFS Common Stock is entitled as a result of the Share Exchange until such holder surrenders such holder's certificate or Warrants certificates representing the shares of JWCFS Common Stock for exchange as provided in this Section 2.7(a). The certificate or certificates of JWCFS Common Stock so surrendered shall be duly endorsed as the Exchange Agent may require. Any other provision of this Agreement notwithstanding, neither Newco nor the Exchange Agent shall be issued liable to a transferee if the Certificate representing such shares holder of Company Capital JWCFS Common Stock for any amounts paid or Warrants is presented property delivered in good faith to the Exchange Agent, accompanied by any documents reasonably required a public official pursuant to evidence and effect such transfer and by evidence that any applicable stock transfer Taxes have been paid. Until surrendered as contemplated by this Section 3.1, each Certificate shall, subject to Section 3.2, be deemed at any time abandoned property law. (ii) Promptly after the Effective Time Time, Newco shall deliver, or cause the Exchange Agent to represent only the right to receive upon such surrender the portion promptly deliver to, each of the Merger Consideration Genesis Members certificates evidencing Newco Common Stock (and cash in lieu of any fractional share) deliverable to such Genesis Member pursuant to Section 2.4, if there has -- been delivered to Newco the certificates representing (or Warrant Payment (as applicableother instruments or evidence of ownership of) payable in respect all Genesis Membership Interests of such Certificate as set forth in Section 2.6Genesis Member (properly endorsed for transfer to (or otherwise legally sufficient to convey ownership thereof) to Newco.

Exchange Procedures. Subject to Section 3.1(c), As promptly as reasonably practicable following the Effective Time (but in no event later than two ten (210) Business Days following the Effective Time), Parent shall instruct cause the Exchange Paying Agent to mail to each holder of record of a certificate or certificates which immediately prior to the Effective Time represented outstanding shares of Company Capital Common Stock or Warrants (the “Certificates”, 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) and whose shares of Company Common Stock have been converted into the right to receive Merger Consideration pursuant to Section 4.1 (Ai) a letter of transmittal substantially in the customary form attached hereto and with such other provisions as Exhibit C Parent may determine (“Letter of Transmittal”), which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Exchange Agent and shall be in customary form reasonably satisfactory to Parent and the Equityholders’ Representative, Paying Agent) and (Bii) instructions for use in effecting the surrender of the Certificates in exchange for the portion of the Merger Consideration or Warrant Payment (as applicable) receivable in respect of such CertificatesConsideration. Upon surrender of a Certificate for cancellation to the Exchange Paying Agent together with such Letter letter of Transmittaltransmittal, properly completed and duly executed, and such other documents as may be reasonably required pursuant to such instructionsinstructions (or, if such shares are held in book-entry or other uncertificated form, upon the entry through a book-entry transfer agent of the surrender of such shares on a book-entry account statement), the holder of such Certificate shall be entitled to receive in exchange therefor the portion of the Merger Consideration or Warrant Payment (as applicable) which such holder has the right to receive in respect of the shares of Company Capital Common Stock or Warrants formerly represented by such Certificate (and the right to receive payments from the General Escrow Account and the Equityholders’ Representative Escrow Account in accordance with the Escrow Agreement and Section 3.3)Certificate, and the Certificate so surrendered shall forthwith be canceled. Following any receipt of an Excess Payment, the Exchange Agent will deliver to each holder of surrendered Certificates, such holder’s pro rata portion thereof; provided, that if the Exchange Agent receives an Excess Payment prior to receipt of surrendered Certificates, then payment of the portion thereof applicable to such unsurrendered Certificates shall be made at the same time as payment of the balance of the applicable Merger Consideration or Warrant Payment (as applicable) upon surrender thereofcancelled. No interest will be paid or accrued on any Merger Consideration or Warrant Payment (as applicable) payable to holders of Certificates. In the event of a transfer of ownership of shares of Company Capital Common Stock or Warrants that which is not registered in the transfer records of the Company, the portion of the Merger Consideration or Warrant Payment (as applicable) payable in respect of such shares of Company Capital Stock or Warrants may be issued to a transferee if the Certificate representing such shares of Company Capital Common Stock or Warrants is presented to the Exchange Paying Agent, accompanied by any all documents reasonably required to evidence and effect such transfer and by evidence that any applicable stock transfer Taxes have been paid. Until surrendered as contemplated by this Section 3.14.2, each Certificate shall, subject to Section 3.2, shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the portion of the Merger Consideration or Warrant Payment (the right to demand to be paid the “fair value” of the shares represented thereby as applicable) payable in respect of such Certificate as set forth in contemplated by Section 2.64.3.

Exchange Procedures. Subject Promptly after the Effective Time, Acquiror shall deliver to Section 3.1(c), promptly following each record holder of Company Stock at the Effective Time (but in no event later than two (2) Business Days following the Effective Time), Parent shall instruct 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 Company Capital Stock or Warrants (the “Certificates”) (A) a letter of transmittal substantially in the form attached hereto as Exhibit C (“Letter of Transmittal”), which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Exchange Agent Acquiror and shall be in customary such form reasonably satisfactory to Parent and contain such other provisions as the Equityholders’ Representative, Company and Acquiror shall agree) (B) instructions for use in effecting the surrender "Letter of the Certificates in exchange for the portion of the Merger Consideration or Warrant Payment (as applicable) receivable in respect of such CertificatesTransmittal"). Upon surrender of a Certificate for cancellation to the Exchange Agent Acquiror, together with such Letter of Transmittal, properly completed and duly executed, and such other documents as may be required pursuant to such instructions, the holder of such Certificate shall be entitled to receive in exchange therefor the portion a certificate representing that number of the Merger Consideration or Warrant Payment (as applicable) which whole Acquiror Shares that such holder has the right to receive in respect pursuant to the provisions of this Article I, less the shares of Company Capital Stock or Warrants formerly represented by Escrow Shares attributable to such Certificate (holder that will be issued and the right to receive payments from the General Escrow Account and the Equityholders’ Representative Escrow Account in accordance deposited with the Escrow Agreement and Section 3.3)Agent for the account of such holder, and the Certificate so surrendered shall forthwith be canceled. Following any receipt of an Excess Payment, the Exchange Agent will deliver to each holder of surrendered Certificates, such holder’s pro rata portion thereof; provided, that if the Exchange Agent receives an Excess Payment prior to receipt of surrendered Certificates, then payment of the portion thereof applicable to such unsurrendered Certificates shall be made at the same time as payment of the balance of the applicable Merger Consideration or Warrant Payment (as applicable) upon surrender thereof. No interest will be paid or accrued on any Merger Consideration or Warrant Payment (as applicable) payable to holders of Certificates. In the event of a transfer of ownership of shares of Company Capital Stock or Warrants that is not registered in the transfer records of the Company, a certificate evidencing the portion proper number of the Merger Consideration or Warrant Payment (as applicable) payable in respect of such shares of Company Capital Stock or Warrants Acquiror Shares may be issued to a the transferee if the Certificate representing such shares of evidencing the Company Capital Stock or Warrants is presented shall be surrendered to the Exchange AgentAcquiror, accompanied by any all documents reasonably required to evidence and effect such transfer and by evidence that any applicable stock transfer Taxes taxes have been paid. Until surrendered as contemplated by for exchange in accordance with the provisions of this Section 3.11.07(a), each Certificate shall, subject theretofore representing Converted Shares (other than shares of Company Stock to be canceled pursuant to Section 3.2, be deemed at any time 1.06(c) of this Agreement) shall from and after the Effective Time to represent for all purposes only the right to receive upon such surrender the portion of the Merger Acquisition Consideration or Warrant Payment (as applicable) payable in respect of such Certificate as set forth in Section 2.6this Agreement. If any holder of Converted Shares shall be unable to surrender such holder's Certificates because such Certificates have been lost or destroyed, such holder may deliver in lieu thereof an affidavit and indemnity bond in form and substance and with surety reasonably satisfactory to Acquiror. No interest shall be paid on any Acquisition Consideration payable to former holders of Converted Shares.

Exchange Procedures. Subject to Section 3.1(c)As soon as practicable following the Effective Time, promptly and in any event within two Business Days following the Effective Time (but in no event later than two (2) Business Days following prior to the Effective Time), Parent IAC shall instruct cause the Exchange Agent to mail deliver to each holder of record of a certificate or certificates which immediately prior Company Common Stock entitled to receive the Effective Time represented outstanding shares Per Share Common Stock Consideration, and each holder of Company Capital Preferred Stock or Warrants (entitled to receive the “Certificates”) (A) Per Share Preferred Stock Consideration, pursuant to Section 3.01 a letter of transmittal substantially and instructions for use in exchanging such Company Stockholder’s Company Shares for such Company Stockholder’s applicable portion of the Stock Consideration from the Exchange Fund, and that shall be in form attached hereto as Exhibit C and contain provisions which IAC may specify and which are reasonably acceptable to the Company (a “Letter of Transmittal”), which shall (i) contain customary representations and warranties as to title, authorization, execution and delivery, (ii) contain a customary release of all claims against IAC and the Company arising out of or related to such holder’s ownership of Company Shares, (iii) specify that delivery shall be effected, and risk of loss and title to the Certificates Company Shares shall pass, only upon proper delivery of any stock certificate representing the Certificates Company Shares (a “Certificate”) to the Exchange Agent and shall be in customary form reasonably satisfactory to Parent and the Equityholders’ RepresentativeAgent, and (Biv) include instructions for use in effecting the surrender of the Certificates in exchange for pursuant to the portion Letter of Transmittal. Promptly following the Merger Consideration or Warrant Payment (as applicable) receivable in respect of such Certificates. Upon surrender of a Certificate for cancellation to the Exchange Agent of all Certificates held by such holder for cancellation (to the extent such Company Shares are or were certificated), together with such a Letter of Transmittal, properly duly completed and duly executed, validly executed in accordance with the instructions thereto and such other documents as may be required pursuant to such instructions, the holder of such Certificate Certificates shall be entitled to receive in exchange therefor therefore, and IAC shall instruct the portion of Exchange Agent to deliver the Merger Per Share Common Stock Consideration or Warrant Payment (Per Share Preferred Stock Consideration, as applicable) which such holder has the right to receive in respect of the shares of Company Capital Stock or Warrants formerly represented by such Certificate (and the right to receive payments from the General Escrow Account and the Equityholders’ Representative Escrow Account , in accordance with the Escrow Agreement and provisions of Section 3.3)3.01, and the Certificate so surrendered shall forthwith be canceled. Following any receipt of an Excess Payment, the Exchange Agent will deliver to each holder of surrendered Certificates, such holder’s pro rata portion thereof; provided, that if the Exchange Agent receives an Excess Payment prior to receipt of surrendered Certificates, then payment of the portion thereof applicable to such unsurrendered Certificates shall be made at the same time as payment of the balance of the applicable Merger Consideration or Warrant Payment (as applicable) upon surrender thereof. No interest will be paid or accrued on any Merger Consideration or Warrant Payment (as applicable) payable to holders of Certificates. In the event of a transfer of ownership of shares of Company Capital Stock or Warrants that is not registered in the transfer records of the Company, the portion of the Merger Consideration or Warrant Payment (as applicable) payable in respect of such shares of Company Capital Stock or Warrants may be issued to a transferee if the Certificate representing such shares of Company Capital Stock or Warrants is presented to the Exchange Agent, accompanied by any documents reasonably required to evidence and effect such transfer and by evidence that any applicable stock transfer Taxes have been paidcancelled. Until surrendered as contemplated by this Section 3.13.02, each Certificate shallentitled to receive the Per Share Common Stock Consideration or Per Share Preferred Stock Consideration, subject to as applicable, in accordance with Section 3.2, 3.01 shall be deemed at any time all times after the Effective Time to represent only the right to receive upon such surrender the portion of the Merger Per Share Common Stock Consideration or Warrant Payment (as applicable) payable Per Share Preferred Stock Consideration that such holder is entitled to receive in respect accordance with the provisions of such Certificate as set forth in Section 2.63.01.

Exchange Procedures. Subject to Section 3.1(c), promptly following the Effective Time (but in no event later than two (2a) Business Days following As soon as practicable after the Effective Time), Parent shall instruct the Exchange Agent to shall mail to each holder of record of a certificate Certificate or certificates which Certificates which, immediately prior to the Effective Time Time, represented outstanding shares of Company Capital Stock or Warrants (Common Shares subsequently converted into the “Certificates”) right to receive the Merger Consideration, as set forth in Section 2.4: (A) a letter of transmittal substantially in the form attached hereto as Exhibit C (“a "Letter of Transmittal”), ") which (i) shall specify that delivery shall be effected, effected and risk of loss and title to the Certificates shall pass, pass only upon proper delivery of the Certificates to the Exchange Agent (or an affidavit of loss in lieu thereof, together with any bond or indemnity agreement, as contemplated by Section 3.7) and (ii) shall be in customary such form and have such other provisions as the Surviving Corporation may reasonably satisfactory to Parent and the Equityholders’ Representative, specify; and (B) instructions for use in effecting the surrender of the Certificates in exchange for the portion of the applicable Merger Consideration or Warrant Payment Consideration. (as applicableb) receivable in respect of such Certificates. Upon surrender of a Certificate for cancellation to the Exchange Agent Agent, together with such a Letter of Transmittal, properly completed and duly executed, and such any other documents as may be reasonably required pursuant to such instructionsby the Exchange Agent or the Surviving Corporation, (A) the holder of such Certificate shall be entitled to receive in exchange therefor a check and a certificate or certificates representing the portion applicable amount of the Merger Consideration or Warrant Payment (as applicable) cash and shares of Parent Common Stock which such holder has the right to receive in respect of the shares of Company Capital Stock or Warrants formerly represented by such Certificate pursuant to Section 2.4 and (and the right to receive payments from the General Escrow Account and the Equityholders’ Representative Escrow Account in accordance with the Escrow Agreement and Section 3.3), and B) the Certificate so surrendered shall forthwith be canceled. Following any receipt of an Excess PaymentUntil so surrendered, each such Certificate shall represent the Exchange Agent will deliver right to each holder of surrendered Certificates, such holder’s pro rata portion thereof; provided, that if receive the Exchange Agent receives an Excess Payment prior to receipt of surrendered Certificates, then payment of the portion thereof applicable to such unsurrendered Certificates shall be made at the same time as payment of the balance of the applicable aggregate Merger Consideration or Warrant Payment relating thereto. (as applicablec) upon surrender thereof. No interest will be paid or accrued on any Merger Consideration or Warrant Payment (as applicable) payable to holders of Certificates. In the event of a transfer of ownership of shares of Company Capital Stock or Warrants that Common Shares which is not registered in the transfer records of the Company, the portion appropriate amount of the Merger Consideration or Warrant Payment (as applicable) payable in respect of such shares of Company Capital Stock or Warrants may be issued paid to a transferee if the Certificate representing such shares of Company Capital Stock or Warrants Common Shares is presented to the Exchange Agent, Agent properly endorsed or accompanied by any appropriate stock powers and otherwise in proper form for transfer and accompanied by all documents reasonably required by the Exchange Agent to evidence and effect such transfer and by to evidence that any applicable stock transfer Taxes have been paid. Until surrendered as contemplated by this Section 3.13.2, each such Certificate shall, subject to Section 3.2, shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the portion appropriate amount of the applicable Merger Consideration. (d) No dividends or other distributions that are declared or made after the Effective Time with respect to Parent Common Stock payable to holders of record thereof after the Effective Time shall be paid to a Company Stockholder entitled to receive certificates representing Parent Common Stock until such Company Stockholder has properly surrendered such Company Stockholder's Certificates. Upon such surrender, there shall be paid to the Company Stockholder in whose name the certificates representing such Parent Common Stock shall be issued any dividends which shall have become payable with respect to such Parent Common Stock between the Effective Time and the time of such surrender, without interest. After such surrender, there shall also be paid to the Company Stockholder in whose name the certificates representing such Parent Common Stock shall be issued any dividend on such Parent Common Stock that shall have a record date subsequent to the Effective Time and prior to such surrender and a payment date after such surrender; provided, however, that such dividend payments shall be made on such payment dates. In no event shall the Company Stockholder entitled to receive such dividends be entitled to receive interest on such dividends. (e) No certificate or scrip representing fractional shares of Parent Common Stock shall be issued upon the surrender for exchange of Certificates, and such fractional share interests will not entitle the owner thereof to vote or to any rights as a stockholder of Parent. All fractional shares of Parent Common Stock that a Company Stockholder would otherwise be entitled to receive as a result of the Merger Consideration or Warrant Payment shall be aggregated and if a fractional share results from such aggregation, such holder shall be entitled to receive, in lieu thereof, an amount in cash determined by multiplying (i) the Base Price by (ii) the fraction of a share of Parent Common Stock to which such holder would otherwise have been entitled. Parent shall timely make available to the Exchange Agent any cash necessary to make payments in lieu of fractional shares as applicable) payable aforesaid. No such cash in respect lieu of such Certificate as set forth fractional shares of Parent Common Stock shall be paid to any Company Stockholder until Certificates are surrendered and exchanged in accordance with this Section 2.63.2.

Exchange Procedures. Subject to Section 3.1(c), promptly following the Effective Time (but in no event later than two (2) Business Days following As soon as reasonably practicable after the Effective Time), Parent the Surviving Corporation shall instruct cause the Exchange Agent to mail to each holder of record of (i) a certificate or certificates which immediately prior to the Effective Time represented outstanding shares of Company Capital Stock or Warrants Shares (the “Certificates”"CERTIFICATES"), (ii) a grant letter, option agreement, or other document representing a Converted Option (an "OPTION DOCUMENT"), and (iii) a certificate, agreement, or other document representing a Company Warrant (a "WARRANT CERTIFICATE"), the following: (A) a letter of transmittal substantially in the form attached hereto as Exhibit C (“Letter of Transmittal”), which shall specify that delivery shall be effectedeffective, and risk of loss and title to the Certificates, Option Documents, and Warrant Certificates shall pass, only upon proper delivery of the Certificates, Option Documents, and Warrant Certificates to the Exchange Agent Agent, and which letter shall be in customary form and have such other provisions as Parent may reasonably satisfactory to Parent and the Equityholders’ Representative, specify; and (B) instructions for use in effecting the surrender of the such Certificates, Option Documents, and Warrant Certificates in exchange for the portion of the applicable Merger Consideration or Warrant Payment (as applicable) receivable in respect of such CertificatesConsideration. Upon surrender of a Certificate, Option Document, or Warrant Certificate for cancellation to the Exchange Agent together with such Letter letter of Transmittaltransmittal, properly duly executed and completed and duly executedin accordance with the instructions thereto, and such other documents as may reasonably be required pursuant to such instructionsby the Exchange Agent, the holder of such Certificate, Option Document, or Warrant Certificate shall be entitled to receive in exchange therefor the portion of the applicable Merger Consideration and the Certificate, Option Document, or Warrant Payment (as applicable) which such holder has the right to receive in respect of the shares of Company Capital Stock or Warrants formerly represented by such Certificate (and the right to receive payments from the General Escrow Account and the Equityholders’ Representative Escrow Account in accordance with the Escrow Agreement and Section 3.3), and the Certificate so surrendered shall forthwith be canceled. Following any receipt of an Excess Payment, the Exchange Agent will deliver to each holder of surrendered Certificates, such holder’s pro rata portion thereof; provided, that if the Exchange Agent receives an Excess Payment prior to receipt of surrendered Certificates, then payment of the portion thereof applicable to such unsurrendered Certificates shall be made at the same time as payment of the balance of the applicable Merger Consideration or Warrant Payment (as applicable) upon surrender thereofcancelled. No interest will be paid or accrued will accrue on any the Merger Consideration or Warrant Payment (as applicable) payable to holders of Certificates, Option Documents, or Warrant Certificates pursuant to the provisions of this Article III. In the event of a transfer surrender of ownership of shares of a Certificate representing Shares or a Warrant Certificate representing Company Capital Stock or Warrants that is which are not registered in the transfer records of the Company, Company under the portion name of the Merger Consideration person surrendering such Certificate or Warrant Payment (as applicable) payable Certificate, payment may be made to a person other than the person in respect whose name the Certificate or Warrant Certificate so surrendered is registered if such Certificate or Warrant 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 payment to a person other than the registered holder of such shares of Company Capital Stock Certificate or Warrants may be issued to a transferee if the Warrant Certificate representing such shares of Company Capital Stock or Warrants is presented establish to the satisfaction of the Exchange Agent, accompanied by any documents reasonably required to evidence and effect Agent that such transfer and by evidence that any applicable stock transfer Taxes have Tax has been paidpaid or is not applicable. Until surrendered as contemplated by this Section 3.13.4, each Certificate, Option Document, and Warrant Certificate shall, subject to Section 3.2, shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the portion of the Merger Consideration or Warrant Payment (as applicable) payable which the holder thereof has the right to receive in respect of such Certificate, Option Document, or Warrant Certificate as set forth in Section 2.6pursuant to the provisions of this Article III.

Exchange Procedures. Subject to Section 3.1(c), promptly following the Effective Time (but in no event later than two (2) Business Days following As soon as reasonably practicable after the Effective Time), Parent shall HQ Surviving Corporation will instruct the Exchange Agent to mail to each holder of record of a certificate or certificates which immediately prior to the Effective Time represented evidenced outstanding shares of Company Capital VANTAS Common Stock or Warrants (other than shares to be canceled pursuant to Section 1(g)(ii)) (the “Certificates”) "Certificate"), (A1) a form letter of transmittal substantially in the form attached hereto as Exhibit C (“Letter of Transmittal”), which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Exchange Agent and shall be in customary such form and have such other provisions as the HQ Surviving Corporation may reasonably satisfactory to Parent and the Equityholders’ Representative, specify) and (B2) instructions for use in effecting the surrender of the Certificates in exchange for the portion of the Merger Consideration or Warrant Payment (as applicable) receivable in respect of such CertificatesConsideration. Upon surrender of a Certificate for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by the HQ Surviving Corporation, together with such Letter a letter of Transmittaltransmittal, properly completed and duly executed, and such other customary documents as may be required pursuant to such instructionsinstructions (collectively, the "Common Stock Transmittal Documents"), the holder of such Certificate shall be entitled to receive in exchange therefor the portion its proportionate share of the Merger Consideration or Warrant Payment (as applicablepayable pursuant to Section 1(g)(i) which such holder has the right to receive in respect for each share of the shares of Company Capital Stock or Warrants VANTAS Common Stock, formerly represented by such Certificate (and the right to receive payments from the General Escrow Account and the Equityholders’ Representative Escrow Account in accordance with the Escrow Agreement and Section 3.3)Certificate, without any interest thereon, less any required withholding of Taxes, and the Certificate so surrendered shall forthwith thereupon be canceled. Following any receipt of an Excess Payment, the Exchange Agent will deliver to each holder of surrendered Certificates, such holder’s pro rata portion thereof; provided, that if the Exchange Agent receives an Excess Payment prior to receipt of surrendered Certificates, then payment of the portion thereof applicable to such unsurrendered Certificates shall be made at the same time as payment of the balance of the applicable Merger Consideration or Warrant Payment (as applicable) upon surrender thereof. No interest will be paid or accrued on any Merger Consideration or Warrant Payment (as applicable) payable to holders of Certificates. In the event of a transfer of ownership of shares of Company Capital Stock or Warrants that VANTAS Common Stock, which is not registered in the transfer records of the CompanyVANTAS, the portion of the Merger Consideration or Warrant Payment (as applicablepayable pursuant to Section 1(g)(i) payable may be issued and paid in respect accordance with this Section 3 to the transferee of such shares of Company Capital Stock or Warrants may be issued to a transferee if the Certificate representing evidencing such shares of Company Capital VANTAS Common Stock or Warrants is presented to the Exchange Agent, accompanied Agent and is properly endorsed or otherwise in proper form for transfer. The signature on the Certificate or any related stock power must be properly guaranteed and the person requesting payment of the Merger Consideration must either pay any transfer or other taxes required by any documents reasonably required reason of the payment to evidence a person other than the registered holder of the Certificate so surrendered or establish to the HQ Surviving Corporation that such tax has been paid or is not applicable. The Merger Consideration will be delivered by the Exchange Agent as promptly as practicable following surrender of a Certificate and effect such transfer and by evidence that any applicable stock transfer Taxes have been paidthe related Common Stock Transmittal Documents. In no event will interest be payable on the Merger Consideration. Until surrendered as contemplated by in accordance with this Section 3.13, each Certificate shall, subject to Section 3.2, shall be deemed at any time after the Effective Time to represent evidence only the right to receive receive, upon such surrender the portion of surrender, the Merger Consideration or Warrant Payment (as applicable) payable in respect for each share of VANTAS Common Stock formerly represented by such Certificate Certificate. The Exchange Fund shall not be used for any purpose other than as set forth in this Section 2.63. Any interest, dividends or other income earned on the investment of cash held in the Exchange Fund shall be for the account of the HQ Surviving Corporation.

Exchange Procedures. Subject to Section 3.1(c), (a) At or promptly following the Effective Time (but in no event later than two (2) Business Days following the Company Merger Effective Time, CCI shall cause DST Systems, Inc., or any successor transfer agent of CCI (the “Transfer Agent”), Parent shall instruct to record on the Exchange Agent stock records of CCI the issuance of shares of CCI Class A Common Stock (including any fractional shares thereof) equal to mail the Company Merger Consideration that is issuable to each holder of record shares of CMOF Common Stock pursuant to Section 3.1(a). For the avoidance of doubt, delivery of the Company Merger Consideration shall only be made to the Person in whose name the relevant shares of CMOF Common Stock are registered in the stock transfer books of CMOF as of the Company Merger Effective Time. (b) At or promptly following the Partnership Merger Effective Time, CCI and the Surviving OP shall take such action as may be reasonably necessary to issue CROP Common Units (including fractional units thereof) equal to the Partnership Merger Consideration that is issuable to each holder of CMOF OP Partnership Units pursuant to Section 3.1(b), subject to the receipt of customary representations from such holders. For the avoidance of doubt, delivery of the Partnership Merger Consideration shall only be made to the Person in whose name the relevant CMOF OP Partnership Units are registered in the transfer books of CMOF OP as of the Partnership Merger Effective Time. (c) All securities issuable pursuant to this Agreement shall be in book-entry form. (d) None of CCI, CMOF, the Surviving Company, the Surviving OP, the Transfer Agent or any employee, officer, director, agent or Affiliate of such entities, shall be liable to any Person in respect of any Company Merger Consideration or Partnership Merger Consideration (or the appropriate portion thereof) that has been delivered to a certificate public official pursuant to any applicable abandoned property, escheat or certificates which similar Law. Any amounts so delivered that remain unclaimed by holders of shares of CMOF Common Stock or CMOF OP Partnership Units immediately prior to the Effective Time represented outstanding shares of Company Capital Stock time at which such amounts would otherwise escheat to, or Warrants (the “Certificates”) (A) a letter of transmittal substantially in the form attached hereto as Exhibit C (“Letter of Transmittal”)become property of, which shall specify that delivery shall be effectedany Governmental Authority shall, and risk of loss and title to the Certificates shall passextent permitted by applicable Law, only upon proper delivery become the property of the Certificates to the Exchange Agent CCI and shall be in customary form reasonably satisfactory to Parent and the Equityholders’ RepresentativeCROP, and (B) instructions for use in effecting the surrender of the Certificates in exchange for the portion of the Merger Consideration or Warrant Payment (as applicable) receivable in respect , free and clear of any claims or interest of such Certificates. Upon surrender of a Certificate for cancellation to the Exchange Agent together with such Letter of Transmittalholders or their successors, properly completed and duly executed, and such other documents as may be required pursuant to such instructions, the holder of such Certificate shall be assigns or personal representatives previously entitled to receive in exchange therefor the portion of the Merger Consideration or Warrant Payment thereto. (as applicablee) which such holder has the right to receive in respect of the shares of Company Capital Stock or Warrants formerly represented by such Certificate (and the right to receive payments from the General Escrow Account and the Equityholders’ Representative Escrow Account in accordance with the Escrow Agreement and Section 3.3), and the Certificate so surrendered shall forthwith be canceled. Following any receipt of an Excess Payment, the Exchange Agent will deliver to each holder of surrendered Certificates, such holder’s pro rata portion thereof; provided, that if the Exchange Agent receives an Excess Payment prior to receipt of surrendered Certificates, then payment of the portion thereof applicable to such unsurrendered Certificates shall be made at the same time as payment of the balance of the applicable Merger Consideration or Warrant Payment (as applicable) upon surrender thereof. No interest will shall be paid or accrued on any the Company Merger Consideration (or Warrant Payment (as applicable) any amounts in respect thereof, including any dividends payable to holders of Certificates. In the event of a transfer of ownership of on shares of Company Capital Stock CCI Class A Common Stock) or Warrants that is not registered the Partnership Merger Consideration (or any amounts in respect thereof, including any distributions payable on CROP Common Units) for the transfer records benefit of the Company, the portion of the Merger Consideration or Warrant Payment (as applicable) payable in respect of such shares of Company Capital Stock or Warrants may be issued to a transferee if the Certificate representing such shares of Company Capital Stock or Warrants is presented to the Exchange Agent, accompanied by any documents reasonably required to evidence and effect such transfer and by evidence that any applicable stock transfer Taxes have been paid. Until surrendered as contemplated by this Section 3.1, each Certificate shall, subject to Section 3.2, be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the portion of the Merger Consideration or Warrant Payment (as applicable) payable in respect of such Certificate as set forth in Section 2.6holders thereof.

Exchange Procedures. Subject An RPS Securityholder will have satisfied the “Delivery Requirements” if such RPS Securityholder (i) executes and delivers a counterpart signature page to Section 3.1(c)this Agreement, promptly following the Effective Time (but in no event later than two ii) executes and delivers a Letter of Transmittal (2as defined below) Business Days following and (iii) delivers original Certificates representing such RPS Securityholder’s Target Capital Stock and Target Warrants, if any, or an Affidavit of Loss to Parent. From and after the Effective Time), Parent shall instruct have and make available a sufficient amount of cash and a sufficient number of shares of Parent Common Stock and New Parent Warrants for exchange in accordance with the Exchange Agent terms and conditions of this Agreement. No RPS Securityholder shall be entitled to receive its share of the applicable Merger Consideration provided in Section 2.1 until it has satisfied the Delivery Requirements. Target shall use commercially reasonable efforts to mail or deliver (or cause to each holder be mailed or delivered) within fourteen (14) days after the date of record of a certificate or certificates which immediately prior to the Effective Time represented outstanding shares of Company Capital Stock or Warrants (the “Certificates”) (A) this Agreement a letter of transmittal substantially in the form attached hereto as Exhibit C (the “Letter of Transmittal”), which shall specify that delivery shall be effected, ) and risk of loss and title to the Certificates shall pass, only upon proper delivery a copy of the Certificates Information and Offering Memorandum to each RPS Securityholder that did not previously satisfy the Exchange Agent and shall be in customary form reasonably satisfactory to Parent and the Equityholders’ RepresentativeDelivery Requirements. Target shall, and (B) instructions for use in effecting the surrender of the Certificates in exchange for the portion of the Merger Consideration or Warrant Payment (as applicable) receivable in respect of such Certificates. Upon surrender of a Certificate for cancellation to the Exchange Agent together with such upon receiving any original Letter of Transmittal, properly completed Certificate, Affidavit of Loss or other communication or correspondence concerning the Letter of Transmittal or the Merger, promptly inform Parent of the same and duly executeddeliver such original to Parent (it being understood that in all cases Parent shall receive and hold the original of the Letter of Transmittal in escrow pending the Closing and the RPS Securityholders Committee shall receive and hold a copy of the Letter of Transmittal). From and after the Effective Time, and Parent shall within three (3) Business Days after an RPS Securityholder has satisfied the Delivery Requirements (x) pay such other documents as may be required RPS Securityholder in cash, by wire transfer of immediately available funds the amount of any cash to which such RPS Securityholder is entitled pursuant to Section 2.1 to the account(s) specified in such instructions, the holder RPS Securityholder’s Letter of such Certificate shall be entitled to receive in exchange therefor the portion of the Merger Consideration or Warrant Payment Transmittal and (as applicabley) which such holder has the right to receive in respect of the shares of Company Capital Stock or Warrants formerly represented by such Certificate (and the right to receive payments from the General Escrow Account and the Equityholders’ Representative Escrow Account in accordance with the Escrow Agreement and Section 3.3), and the Certificate so surrendered shall forthwith be canceled. Following any receipt of an Excess Payment, the Exchange Agent will deliver to each holder of surrendered Certificates, such holder’s pro rata portion thereof; provided, that if RPS Securityholder the Exchange Agent receives an Excess Payment prior to receipt of surrendered Certificates, then payment of the portion thereof applicable to such unsurrendered Certificates shall be made at the same time as payment of the balance of the applicable Merger Consideration or Warrant Payment (as applicable) upon surrender thereof. No interest will be paid or accrued on any Merger Consideration or Warrant Payment (as applicable) payable to holders of Certificates. In the event of a transfer of ownership number of shares of Company Capital Parent Common Stock or and New Parent Warrants that to which such RPS Securityholder is not registered in the transfer records of the Company, the portion of the Merger Consideration or Warrant Payment entitled pursuant to Section 2.1 (as applicable) payable in respect of such shares of Company Capital Stock or Warrants may be issued to a transferee if the Certificate representing such shares of Company Capital Stock or Warrants is presented to the Exchange Agent, accompanied by any documents reasonably required to evidence and effect such transfer and by evidence that any applicable stock transfer Taxes have been paidany). Until surrendered as contemplated by this Section 3.12.3, each Certificate shall, subject to Section 3.2, shall be deemed upon and at any time after the Effective Time to represent only the right to receive upon such surrender the portion appropriate amount of the Merger Consideration or Warrant Payment (consideration without interest as applicable) payable in respect of such Certificate as set forth provided in Section 2.62.1.

Exchange Procedures. Subject to Section 3.1(c), promptly following the Effective Time (but in no event later than two (2a) Business Days following the Effective Time), Parent shall instruct the Exchange Agent to mail to each holder of record of a certificate At or certificates which immediately prior to the Effective Time represented outstanding shares Time, Sky shall deposit, or shall cause to be deposited, with The Bank of Company Capital Stock or Warrants New York (in such capacity, the “Certificates”) (A) a letter of transmittal substantially in the form attached hereto as Exhibit C (“Letter of Transmittal”"Exchange Agent"), which shall specify that delivery shall be effected, and risk of loss and title to for the Certificates shall pass, only upon proper delivery benefit of the Certificates holders of certificates formerly representing Metropolitan Common Shares ("Old Certificates"), for exchange in accordance with this Article III, certificates representing the Sky Common Shares ("New Certificates") and an estimated amount of cash (such cash and New Certificates, together with any dividends or distributions with a record date occurring on or after the Effective Date with respect thereto (without any interest on any such cash, dividends or distributions), being hereinafter referred to as the "Exchange Agent and shall Fund") to be in customary form reasonably satisfactory paid pursuant to Parent and the Equityholders’ Representative, and (B) instructions for use in effecting the surrender of the Certificates this Article III in exchange for outstanding Metropolitan Common Shares. (b) As promptly as practicable after the portion Effective Date, Sky shall cause the New Certificates into which shares of a shareholder's Metropolitan Common Shares are converted on the Effective Date and/or any check in respect of cash to be paid as part of the Merger Consideration or Warrant Payment (as applicable) receivable and in respect of any fractional share interests or dividends or distributions which such Certificates. Upon surrender of a Certificate for cancellation to the Exchange Agent together with such Letter of Transmittal, properly completed and duly executed, and such other documents as may be required pursuant to such instructions, the holder of such Certificate person shall be entitled to receive in exchange therefor the portion of the Merger Consideration or Warrant Payment (as applicable) which to be delivered to such holder has the right shareholder upon delivery to receive in respect of the shares of Company Capital Stock or Warrants formerly represented by such Certificate (and the right to receive payments from the General Escrow Account and the Equityholders’ Representative Escrow Account in accordance with the Escrow Agreement and Section 3.3), and the Certificate so surrendered shall forthwith be canceled. Following any receipt of an Excess Payment, the Exchange Agent will deliver of Old Certificates representing such Metropolitan Common Shares (or an indemnity affidavit reasonably satisfactory to each holder of surrendered Certificates, such holder’s pro rata portion thereof; provided, that if Sky and the Exchange Agent receives an Excess Payment prior to receipt Agent, if any of surrendered Certificatessuch certificates are lost, then payment of the portion thereof applicable to stolen or destroyed) owned by such unsurrendered Certificates shall be made at the same time as payment of the balance of the applicable Merger Consideration or Warrant Payment (as applicable) upon surrender thereofshareholder. No interest will be paid or accrued on any Merger Consideration such cash to be paid in lieu of fractional share interests or Warrant Payment (as applicable) payable to holders of Certificates. In the event of a transfer of ownership of shares of Company Capital Stock or Warrants that is not registered in the transfer records of the Company, the portion of the Merger Consideration or Warrant Payment (as applicable) payable in respect of dividends or distributions that any such shares of Company Capital Stock or Warrants may person shall be issued entitled to a transferee if receive pursuant to this Article III upon such delivery. (c) Notwithstanding the Certificate representing such shares of Company Capital Stock or Warrants is presented to foregoing, neither the Exchange Agent, accompanied by if any, nor any documents reasonably required party hereto shall be liable to evidence and effect such transfer and by evidence that any former holder of Metropolitan Common Shares for any amount properly delivered to a public official pursuant to applicable stock transfer Taxes have been paid. Until surrendered as contemplated by this Section 3.1abandoned property, each Certificate shall, subject escheat or similar laws. (d) No dividends or other distributions with respect to Section 3.2, be deemed at any time Sky Common Shares with a record date occurring on or after the Effective Time Date shall be paid to represent only the holder of any unsurrendered Old Certificate representing Metropolitan Common Shares converted in the Merger into the right to receive such Sky Common Shares until the holder thereof shall be entitled to receive New Certificates in exchange therefor in accordance with the procedures set forth in this Section 3.04. After becoming so entitled in accordance with this Section 3.04, the record holder thereof also shall be entitled to receive any such dividends or other distributions, without any interest thereon, which theretofor had become payable with respect to Sky Common Shares such holder had the right to receive upon such surrender of the Old Certificates. (e) Any portion of the Merger Consideration or Warrant Payment (as applicable) payable Exchange Fund that remains unclaimed by the shareholders of Metropolitan for nine months after the Effective Time shall be paid to Sky. Any shareholders of Metropolitan who have not theretofore complied with this Article III shall thereafter look only to Sky for payment of the Sky Common Shares, cash in lieu of any fractional shares and unpaid dividends and distributions on Sky Common Shares deliverable in respect of each Metropolitan Common Shares such Certificate shareholder holds as set forth determined pursuant to this Agreement, in Section 2.6each case, without any interest thereon.

Exchange Procedures. Subject to Section 3.1(c), promptly following the Effective Time (but in no event later than two (2a) Business Days following As soon as reasonably practicable after the Effective Time), Parent shall instruct the Exchange Agent to shall mail to each holder of record of a certificate or certificates which immediately prior to the Effective Time represented outstanding shares Company Certificate a form of Company Capital Stock or Warrants (the “Certificates”) (A) a letter of transmittal substantially in the form attached hereto as Exhibit C (“Letter of Transmittal”), which shall specify that delivery shall be effected, and risk of loss and title to the Company Certificates shall pass, only upon proper delivery of the Company Certificates to the Exchange Agent Agent) and shall be in customary form reasonably satisfactory to Parent and the Equityholders’ Representative, and (B) instructions for use in effecting the surrender of the Company Certificates in exchange for certificates representing the portion shares of Parent Common Stock and cash in lieu of fractional shares of Parent Common Stock, if any, into which the Merger Consideration shares of Company Common Stock represented by such Company Certificate or Warrant Payment (as applicable) receivable in respect of such CertificatesCompany Certificates shall have been converted pursuant to this Agreement. Upon proper surrender of a Company Certificate for exchange and cancellation to the Exchange Agent Agent, together with such Letter of Transmittal, a properly completed and letter of transmittal, duly executed, and such other documents as may be required pursuant to such instructions, the holder of such Company Certificate shall be entitled to receive in exchange therefor the portion a certificate representing that number of the Merger Consideration or Warrant Payment shares of Parent Common Stock (as applicableif any) to which such former holder of Company Common Stock shall have become entitled pursuant to the provisions of this Article III, a check representing the amount of cash (if any) payable in lieu of fractional shares of Parent Common Stock which such former holder has the right to receive in respect of the shares Company Certificate surrendered pursuant to the provisions of Company Capital Stock this Article III, and any dividends or Warrants formerly represented by other distributions to which such Certificate (and the right holder shall have become entitled pursuant to receive payments from the General Escrow Account and the Equityholders’ Representative Escrow Account in accordance with the Escrow Agreement and Section 3.33.6(b), and the Company Certificate so surrendered shall forthwith be canceled. Following any receipt of an Excess Payment, the Exchange Agent will deliver to each holder of surrendered Certificates, such holder’s pro rata portion thereof; provided, that if the Exchange Agent receives an Excess Payment prior to receipt of surrendered Certificates, then payment of the portion thereof applicable to such unsurrendered Certificates shall be made at the same time as payment of the balance of the applicable Merger Consideration or Warrant Payment (as applicable) upon surrender thereofcancelled. No interest will be paid or accrued on the cash payable in lieu of fractional shares. (b) No dividends or other distributions with respect to Parent Common Stock with a record date after the Effective Time shall be paid to the holder of any unsurrendered Company Certificate until the holder thereof shall surrender such Company Certificate in accordance with this Article III. After the surrender of a Company Certificate in accordance with this Article III, the record holder thereof shall be entitled to receive any such dividends or other distributions, without any interest thereon, with a record date after the Effective Time and which theretofore had become payable with respect to whole shares of Parent Common Stock represented by such Company Certificate. (c) If any certificate representing shares of Parent Common Stock is to be issued in the name of a person other than the registered holder of the Certificate surrendered in exchange therefor, it shall be a condition of the issuance thereof that the Company Certificate so surrendered shall be properly endorsed (or accompanied by an appropriate instrument of transfer) and otherwise in proper form for transfer, and that the person requesting such exchange shall pay to the Exchange Agent in advance any applicable stock transfer or other Taxes or shall establish to the reasonable satisfaction of the Exchange Agent that such Taxes have been paid or are not payable. (d) At and after the Effective Time, there shall be no transfers on the stock transfer books of the Company of the shares of Company Common Stock that were issued and outstanding immediately prior to the Effective Time. If, after the Effective Time, Company Certificates representing such shares are presented for transfer to Parent, the Surviving Company or the Exchange Agent, they shall be cancelled and exchanged for the Merger Consideration as provided in this Article III. (e) Any portion of the Exchange Fund that remains unclaimed by the shareholders of the Company for twelve months after the Effective Time shall be paid, at the request of Parent, to Parent. Any shareholders of the Company who have not theretofore complied with this Article III shall thereafter look only to Parent for payment of the Merger Consideration and unpaid dividends and distributions on the Parent Common Stock deliverable in respect of each share of Company Common Stock held by such shareholder at the Effective Time as determined pursuant to this Agreement, in each case, without any interest thereon. Notwithstanding anything to the contrary contained herein, none of Parent, the Company, the Exchange Agent or Warrant Payment (as applicable) payable any other person shall be liable to holders of Certificates. In the event of a transfer of ownership any former holder of shares of Company Capital Common Stock for any amount properly delivered to a public official pursuant to applicable abandoned property, escheat or Warrants similar laws. (f) In the event any Company Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that is not registered in fact by the transfer records of the Companyperson claiming such Company Certificate to be lost, stolen or destroyed and, if required by Parent, the portion posting by such person of a bond in such amount as Parent may determine is reasonably necessary as indemnity against any claim that may be made against it with respect to such Company Certificate, the Exchange Agent will issue in exchange for such lost, stolen or destroyed Company Certificate the Merger Consideration or Warrant Payment (as applicable) payable deliverable in respect thereof pursuant to this Agreement. (g) Parent or the Exchange Agent will be entitled to deduct and withhold from the consideration otherwise payable pursuant to this Agreement to any holder of Company Common Stock such amounts as Parent or the Exchange Agent are required to deduct and withhold with respect to the making of such shares payment under the Code, or any applicable provision of Company Capital Stock any other U.S. federal, state, local or Warrants may be issued to a transferee if non-U.S. tax Law. To the Certificate representing extent that such shares of Company Capital Stock amounts are properly withheld by Parent or Warrants is presented to the Exchange Agent, accompanied by any documents reasonably required such withheld amounts will be treated for all purposes of this Agreement as having been paid to evidence and effect such transfer and by evidence that any applicable stock transfer Taxes have been paid. Until surrendered as contemplated by this Section 3.1, each Certificate shall, subject to Section 3.2, be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the portion holder of the Merger Consideration or Warrant Payment (as applicable) payable Company Common Stock in respect of whom such Certificate as set forth in Section 2.6deduction and withholding were made by Parent or the Exchange Agent.

Exchange Procedures. Subject to Section 3.1(c), (a) As promptly following the Effective Time (but as practicable and in no any event later than within two (2) Business Days following after the First Effective Time), Parent shall instruct the Exchange Agent to shall mail to each holder of record of a certificate Certificate or certificates which Certificates that, immediately prior to the First Effective Time Time, represented outstanding shares of Company Capital Stock or Warrants Shares subsequently converted into the right to receive the Merger Consideration, as set forth in Section 2.04 (the “Certificates”) (Ai) a letter of transmittal substantially in the form attached hereto as Exhibit C (a “Letter of Transmittal”), which ) that (A) shall specify that delivery shall be effected, effected and risk of loss and title to the Certificates shall pass, pass only upon proper delivery of the Certificates to the Exchange Agent (or an affidavit of loss in lieu thereof, together with any bond or indemnity agreement, as contemplated by Section 3.06) and (B) shall be in customary such form reasonably satisfactory and have such other provisions as the Surviving Company may specify, subject to Parent and the Equityholders’ Representative, Company’s reasonable approval (to be sought prior to the First Effective Time) and (Bii) instructions for use in effecting the surrender of the Certificates in exchange for the portion of the applicable Merger Consideration or Warrant Payment Consideration. (as applicableb) receivable in respect of such Certificates. Upon surrender of a Certificate for cancellation to the Exchange Agent Agent, together with such a Letter of Transmittal, properly duly completed and duly executed, and such any other documents as may be reasonably required pursuant to such instructionsby the Exchange Agent or the Surviving Company, (i) the holder of such Certificate shall be entitled to receive in exchange therefor the portion of the Merger Consideration or Warrant Payment (as applicable) which that such holder has the right to receive in respect of the shares of Company Capital Stock or Warrants formerly represented by such Certificate pursuant to Section 2.04 and (and the right to receive payments from the General Escrow Account and the Equityholders’ Representative Escrow Account in accordance with the Escrow Agreement and Section 3.3), and ii) the Certificate so surrendered shall forthwith be canceled. Following any receipt of an Excess Payment, the Exchange Agent will deliver to each holder of surrendered Certificates, such holder’s pro rata portion thereof; provided, that if the Exchange Agent receives an Excess Payment prior to receipt of surrendered Certificates, then payment of the portion thereof applicable to such unsurrendered Certificates shall be made at the same time as payment of the balance of the applicable Merger Consideration or Warrant Payment (as applicable) upon surrender thereof. No interest will be paid or accrued on any the Merger Consideration or Warrant Payment (as applicable) payable to holders upon surrender of the Certificates. Until surrendered as contemplated by this Section 3.02, each such Certificate shall be deemed at any time after the First Effective Time to represent only the right to receive upon such surrender the applicable Merger Consideration. (c) Notwithstanding anything to the contrary contained in this Agreement, any holder of Book-Entry Shares shall not be required to deliver a Certificate or an executed Letter of Transmittal to the Exchange Agent to receive the Merger Consideration that such holder is entitled to receive pursuant to this Article III. In lieu thereof, each holder of record of one or more Book-Entry Shares whose Shares were converted into the right to receive the Merger Consideration shall automatically upon the First Effective Time (or, at any later time at which such Book-Entry Shares shall be so converted) be entitled to receive, and Parent shall cause the Exchange Agent to pay and deliver as promptly as practicable and in any event within three (3) Business Days after the First Effective Time, the Merger Consideration to which such holder is entitled to receive pursuant to this Article III. (d) In the event of a transfer of ownership of shares of Company Capital Stock or Warrants Shares that is not registered in the transfer records of the Company, the portion appropriate amount of the Merger Consideration or Warrant Payment (as applicable) payable in respect of such shares of Company Capital Stock or Warrants may be issued paid to a transferee if the Certificate representing such shares of Company Capital Stock or Warrants Shares is presented to the Exchange Agent, Agent properly endorsed or accompanied by any appropriate stock powers and otherwise in proper form for transfer and accompanied by all documents reasonably required by the Exchange Agent to evidence and effect such transfer and by to evidence that any applicable stock transfer Taxes have been paid. (e) Notwithstanding anything to the contrary contained in this Agreement, no fractional shares of Parent Common Stock shall be issued in connection with the First Merger and no dividends or other distributions with respect to Parent Common Stock shall be payable on or with respect to any fractional share and no such fractional share will entitle the owner thereof to vote or to any rights of a shareholder of Parent. Until surrendered As promptly as contemplated by this Section 3.1practicable after the First Effective Time, each Certificate shallthe Exchange Agent, subject acting as agent for the holders of Shares who would otherwise have been entitled to a fraction of a share of Parent Common Stock, shall aggregate all fractional shares of Parent Common Stock that would otherwise be issued pursuant to Section 3.22.04 and cause them to be sold on the New York Stock Exchange at then-prevailing prices and, be deemed at in lieu of the issuance of any time after the Effective Time such fractional share, any holder of Shares who would otherwise have been entitled to represent only a fraction of a share of Parent Common Stock shall have the right to receive upon an amount equal such surrender holder’s proportionate interest in the portion net proceeds from the sale by the Exchange Agent of the Merger Consideration or Warrant Payment (as applicable) payable in respect shares of such Certificate as set forth in Section 2.6Parent Common Stock, rounded to the nearest xxxxx, without interest.

Exchange Procedures. Subject (i) As promptly as practicable after the date hereof, Adara shall use its reasonable best efforts to Section 3.1(c), promptly following the Effective Time (but in no event later than two (2) Business Days following the Effective Time), Parent shall instruct cause the Exchange Agent to mail to each record holder of record of a certificate or Company Common Stock as evidenced by certificates which immediately prior to the Effective Time represented outstanding shares of Company Capital Stock or Warrants (the “Certificates”) (A) and entitled to receive the Per Share Closing Merger Consideration pursuant to this Article III: a letter of transmittal substantially transmittal, which shall be in a form reasonably acceptable to Adara and the form attached hereto as Exhibit C Company (the “Letter of Transmittal”), which ) and shall specify (A) that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Exchange Agent and shall be in customary form reasonably satisfactory to Parent and the Equityholders’ Representative, Agent; and (B) instructions for use in effecting the surrender of the Certificates (or affidavit of loss in exchange for the portion lieu of the Merger Consideration or Warrant Payment Certificate as provided in Section 3.02(i)) pursuant to the Letter of Transmittal. Within two (as applicable2) receivable Business Days (but in respect of such Certificates. Upon no event prior to the Effective Time) after the surrender of a Certificate for cancellation to the Exchange Agent of all Certificates held by such holder for cancellation (or affidavit of loss in lieu of the Certificate as provided in Section 3.02(i)), together with such a Letter of Transmittal, properly duly completed and duly executed, validly executed in accordance with the instructions thereto and such other documents as may be required pursuant to such instructions, the holder of such Certificate Certificates shall be entitled to receive in exchange therefor therefore, and Adara shall cause the portion of Exchange Agent to deliver the Per Share Closing Merger Consideration or Warrant Payment (as applicable) which such holder has the right to receive in respect of the shares of Company Capital Stock or Warrants formerly represented by such Certificate (and the right to receive payments from the General Escrow Account and the Equityholders’ Representative Escrow Account in accordance with the Escrow Agreement and provisions of Section 3.3)3.01, and the Certificate so surrendered shall forthwith be canceled. Following any receipt of an Excess Payment, the Exchange Agent will deliver to each holder of surrendered Certificates, such holder’s pro rata portion thereof; provided, that if the Exchange Agent receives an Excess Payment prior to receipt of surrendered Certificates, then payment of the portion thereof applicable to such unsurrendered Certificates shall be made at the same time as payment of the balance of the applicable Merger Consideration or Warrant Payment (as applicable) upon surrender thereof. No interest will be paid or accrued on any Merger Consideration or Warrant Payment (as applicable) payable to holders of Certificates. In the event of a transfer of ownership of shares of Company Capital Stock or Warrants that is not registered in the transfer records of the Company, the portion of the Merger Consideration or Warrant Payment (as applicable) payable in respect of such shares of Company Capital Stock or Warrants may be issued to a transferee if the Certificate representing such shares of Company Capital Stock or Warrants is presented to the Exchange Agent, accompanied by any documents reasonably required to evidence and effect such transfer and by evidence that any applicable stock transfer Taxes have been paidcancelled. Until surrendered as contemplated by this Section 3.13.02, each Certificate shall, subject entitled to Section 3.2, receive the Per Share Closing Merger Consideration in accordance with this Article III shall be deemed at any time all times after the Effective Time to represent only the right to receive upon such surrender the portion of the Per Share Closing Merger Consideration or Warrant Payment that such holder is entitled to receive in accordance with the provisions of this Article III. (ii) Within two (2) Business Days following the Effective Time (but in no event prior to the Effective Time), Adara shall cause the Exchange Agent to deliver to each record holder of Company Common Stock, as applicable) payable of immediately prior to the Effective Time, represented by book-entry the Per Share Closing Merger Consideration in respect accordance with the provisions of Section 3.01, and such Certificate as set forth in Section 2.6Company Common Stock shall forthwith be cancelled.

Exchange Procedures. Subject to Section 3.1(c), promptly following (i) As soon as reasonably practicable after the Effective Time (but Time, and in no any event not later than two the second (22nd) Business Days Day following the Effective Time), Parent TCCC shall instruct 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 Company Capital CCE Common Stock or Warrants whose shares of CCE Common Stock were converted into the applicable Merger Consideration pursuant to Section 2.4(b), (the “Certificates”) (Ax) a letter of transmittal substantially in the form attached hereto as Exhibit C (“Letter of Transmittal”), which shall specify that delivery of Certificates and/or Book-Entry Shares shall be effected, and risk of loss and title to the Certificates thereto shall pass, only upon proper delivery of the Certificates (or effective affidavits of loss in lieu thereof) or Book-Entry Shares to the Exchange Agent and which shall be in customary such form reasonably satisfactory and have such other provisions as agreed to Parent by TCCC, CCE and the Equityholders’ Representative, Splitco) and (By) instructions for use in effecting the surrender of the Certificates (or effective affidavits of loss in lieu thereof) or Book-Entry Shares in exchange for the portion of the Merger Consideration or Warrant Payment Consideration. (as applicableii) receivable in respect of such Certificates. Upon surrender of a Certificate for cancellation Certificates (or effective affidavits of loss in lieu thereof) or Book-Entry Shares to the Exchange Agent together with such Letter letter of Transmittaltransmittal, properly duly completed and duly executedvalidly executed in accordance with the instructions thereto, and such other documents as may customarily be required pursuant to such instructionsthereby or by the Exchange Agent, the holder of such Certificate Certificates or Book-Entry Shares shall be entitled to receive in exchange therefor the portion of the applicable Merger Consideration or Warrant Payment (as applicable) which such holder has the right to receive in respect of the shares of Company Capital CCE Common Stock or Warrants formerly held prior to the Effective Time represented by such Certificate (and the right to receive payments from the General Escrow Account and the Equityholders’ Representative Escrow Account in accordance with the Escrow Agreement and Section 3.3), and the Certificate so surrendered shall forthwith be canceled. Following any receipt of an Excess Payment, the Exchange Agent will deliver to each holder of surrendered Certificates, such holder’s pro rata portion thereof; provided, that if the Exchange Agent receives an Excess Payment prior to receipt of surrendered Certificates, then payment of the portion thereof applicable to such unsurrendered its Certificates shall be made at the same time as payment of the balance of the applicable Merger Consideration or Warrant Payment (as applicable) upon surrender thereofBook-Entry Shares. No interest will be paid or accrued on any Merger Consideration amount payable upon due surrender of Certificates or Warrant Payment (as applicable) payable to holders of CertificatesBook-Entry Shares. In the event of a transfer of ownership of shares of Company Capital Stock or Warrants a Certificate that is not registered in the transfer records of the CompanyCCE, the portion of the applicable Merger Consideration or Warrant Payment (as applicable) payable in respect of such shares of Company Capital Stock or Warrants may be issued paid to a the transferee thereof if the Certificate formerly representing such shares of Company Capital CCE Common Stock or Warrants is presented to the Exchange Agent, accompanied by any all documents reasonably required to evidence and effect such transfer and by to evidence that any applicable stock share transfer Taxes taxes have been paidpaid or are not applicable. Until surrendered as contemplated by this Section 3.12.5, each Certificate and Book-Entry Share shall, subject to the provisions of Section 3.22.4, be deemed at any time after the Effective Time of the Merger to represent only the right to receive upon such surrender the portion applicable Merger Consideration (without interest) as contemplated by this Article II. (iii) The Exchange Agent shall be entitled to deduct and withhold from the consideration otherwise payable under this Agreement to any holder of shares of CCE Common Stock such amounts as are required to be withheld or deducted under the Code, or any provision of United States state or local Tax Law with respect to the making of such payment. Amounts so withheld or deducted and paid over to the applicable Governmental Entity will be treated for all purposes of this Agreement as having been paid to the holder of the Merger Consideration or Warrant Payment (as applicable) payable shares of CCE Common Stock in respect of which such Certificate as set forth in Section 2.6deduction and withholding were made.

Exchange Procedures. Subject to Section 3.1(c), promptly following the Effective Time (but in no event later than two (2a) Business Days following At and after the Effective Time), Parent shall instruct the Exchange Agent to mail to each holder certificate representing shares of record of a certificate or certificates BDC Common Stock (“Certificate Share”) and each book-entry share which immediately prior to the Effective Time represented outstanding the shares of Company Capital BDC Common Stock or Warrants (“Book-Entry Shares”) shall represent only the right to receive the Merger Consideration in accordance with the terms of this Agreement. Collectively, the Certificate Shares and Book-Entry Shares are referred to as the “CertificatesOld Shares.” (b) At least thirty (A30) a days prior to the Effective Time, Merchants shall deliver to BDC the form letter of transmittal substantially in Merchants desires be delivered with the form attached hereto Old Shares, as Exhibit C (“Letter well as any instructions for delivery of Transmittal”), which shall specify that delivery shall be effected, and risk shares of loss and title BDC Common Stock at the Effective Time. Prior to the Certificates Effective Time, BDC shall passcollect from the shareholders of BDC the fully executed transmittal letters, only upon proper delivery of any certificates representing the Certificates to the Exchange Agent and shall be in customary form reasonably satisfactory to Parent and the Equityholders’ Representative, and (B) instructions for use in effecting the surrender of the Certificates in exchange for the portion of the Merger Consideration or Warrant Payment (as applicable) receivable in respect of such Certificates. Upon surrender of a Certificate for cancellation to the Exchange Agent together with such Letter of Transmittal, properly completed and duly executedOld Shares, and such other documents documentation as may reasonably be required pursuant requested by Merchants (including any bond or other indemnity satisfactory to Merchants if any of such instructionscertificates are lost, stolen or destroyed) (collectively, the “Transmittal Documents”). (c) At the Effective Time, BDC shall deliver to Merchants the Transmittal Documents, and each holder of such Certificate shares of BDC Common Stock that have been converted into the right to receive the Merger Consideration shall be entitled to receive in exchange therefor the portion of the Merger Consideration or Warrant Payment (as applicable) which such holder has the right to receive in respect of the shares of Company Capital BDC Common Stock or Warrants formerly represented by such Certificate (and the right to receive payments from the General Escrow Account and the Equityholders’ Representative Escrow Account in accordance with the Escrow Agreement and Section 3.3), and the Certificate so surrendered shall forthwith be canceled. Following any receipt of an Excess Payment, the Exchange Agent will deliver to each holder of surrendered Certificates, Transmittal Documents for such holder’s pro rata portion thereof; provided, that if the Exchange Agent receives an Excess Payment prior to receipt of surrendered Certificates, then payment of the portion thereof applicable to such unsurrendered Certificates shall be made at the same time as payment of the balance of the applicable Merger Consideration or Warrant Payment (as applicable) upon surrender thereof. No interest will be paid or accrued on any Merger Consideration that any such holder shall be entitled to receive pursuant to this Article II. (d) The stock transfer books of BDC shall be closed immediately upon the Effective Time and from and after the Effective Time there shall be no transfers on the stock transfer records of BDC of any shares of BDC Common Stock. If, after the Effective Time, Old Shares are presented to Merchants, they shall be canceled and exchanged for the Merger Consideration deliverable in respect thereof pursuant to this Agreement in accordance with the procedures set forth in this Section 2.02. (e) Merchants shall be entitled to rely upon BDC’s stock transfer books to establish the identity of those individuals, partnerships, corporations, trusts, joint ventures, organizations or Warrant Payment other entities (as applicableeach, a “Person”) payable entitled to holders of Certificatesreceive the Merger Consideration, which books shall be conclusive with respect thereto. In the event of a transfer of dispute with respect to ownership of shares stock represented by any Old Share, Merchants shall be entitled to deposit any Merger Consideration represented thereby in escrow with an independent third party and thereafter be relieved from any and all liability with respect to any claims thereto. (f) If any Old Share shall have been lost, stolen, or destroyed, upon the making of Company Capital Stock an affidavit of that fact by the Person claiming such Old Share to be lost, stolen, or Warrants that is not registered in the transfer records of the Companydestroyed and, if required by Merchants, the portion posting by such Person of a bond or other indemnity satisfactory to Merchants as indemnity against any claim that may be made against it with respect to such Old Share, Merchants will issue in exchange for such lost, stolen, or destroyed Old Share the Merger Consideration or Warrant Payment (as applicable) payable deliverable in respect of such thereof pursuant to Section 2.01 hereof. (g) Notwithstanding anything in this Agreement to the contrary, at the Effective Time, all shares of Company Capital BDC Common Stock that are held as treasury stock of BDC or Warrants may owned by Merchants (other than shares held in a fiduciary capacity or in satisfaction of a debt previously contracted) shall be issued cancelled and shall cease to exist and no Merger Consideration shall be exchanged therefor. (h) Notwithstanding the foregoing, no party hereto shall be liable to any former holder of BDC Common Stock for any amount properly delivered to a transferee if the Certificate representing such shares of Company Capital Stock public official pursuant to applicable abandoned property, escheat or Warrants is presented to the Exchange Agent, accompanied by any documents reasonably required to evidence and effect such transfer and by evidence that any applicable stock transfer Taxes have been paid. Until surrendered as contemplated by this Section 3.1, each Certificate shall, subject to Section 3.2, be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the portion of the Merger Consideration or Warrant Payment (as applicable) payable in respect of such Certificate as set forth in Section 2.6similar laws.

Exchange Procedures. Subject to Section 3.1(c), promptly following Promptly after the Effective Time (but in no event later more than two (2) Business Days following the Effective Timefive business days thereafter), Parent the Surviving Corporation shall instruct cause the Exchange Paying Agent to mail to each holder of record of a certificate or certificates which immediately prior Shares that were converted pursuant to Section 2.1(c) into the Effective Time represented outstanding shares of Company Capital Stock or Warrants right to receive the Merger Consideration, (the “Certificates”) (Ai) a letter of transmittal substantially in the form attached hereto as Exhibit C (“Letter of Transmittal”), which shall specify that delivery shall be effected, and risk of loss and title to the Certificates such Shares shall pass, only upon proper delivery of the Certificates certificates (or evidence of shares in book entry form) which immediately prior to the Exchange Agent Effective Time represented outstanding Shares (the “Certificates”) to the Paying Agent, and which shall be in such form and shall have such other customary form provisions (including customary provisions with respect to delivery of an “agent’s message” with respect to Shares held in book-entry form) as Parent may reasonably satisfactory to Parent and the Equityholders’ Representative, specify) and (Bii) instructions for use in effecting the surrender of the Certificates in exchange for the portion payment of the Merger Consideration or Warrant Payment (as applicable) receivable in respect of such CertificatesConsideration. Upon surrender of a Certificate for cancellation to the Exchange Agent Paying Agent, together with such Letter letter of Transmittaltransmittal, properly duly completed and duly executed, validly executed in accordance with the instructions (and such other customary documents as may reasonably be required pursuant to such instructionsby the Paying Agent), the holder of such Certificate shall be entitled to receive in exchange therefor the portion of the Merger Consideration or Warrant Payment (as applicable) which such holder has the right to receive in respect of the shares of Company Capital Stock or Warrants for each Share formerly represented by such Certificate (and the right to receive payments from the General Escrow Account and the Equityholders’ Representative Escrow Account in accordance with the Escrow Agreement and Section 3.3)Certificate, and the Certificate so surrendered shall forthwith be canceled. Following any receipt of an Excess Payment, the Exchange Agent will deliver to each holder of surrendered Certificates, such holder’s pro rata portion thereof; provided, that if the Exchange Agent receives an Excess Payment prior to receipt of surrendered Certificates, then If payment of the portion thereof applicable to such unsurrendered Certificates shall be made at the same time as payment of the balance of the applicable Merger Consideration or Warrant Payment (as applicable) upon surrender thereof. No interest will be paid or accrued on any Merger Consideration or Warrant Payment (as applicable) payable to holders of Certificates. In the event of a transfer of ownership of shares of Company Capital Stock or Warrants that is not registered in the transfer records of the Company, the portion of the Merger Consideration or Warrant Payment (as applicable) payable in respect of such shares of Company Capital Stock or Warrants may is to be issued made to a transferee if Person other than the Person in whose name the surrendered Certificate is registered, it shall be a condition of payment that (x) the Certificate representing such shares of Company Capital Stock or Warrants is presented to the Exchange Agent, so surrendered shall be accompanied by any all documents reasonably required to evidence and effect such that transfer and by evidence that (y) the Paying Agent shall be entitled to deduct any applicable stock transfer Taxes from the Merger Consideration in accordance with Section 2.2(g), unless the Person requesting such payment shall have established to the reasonable satisfaction of the Surviving Corporation that such Tax either has been paidpaid or is not applicable. Until surrendered as contemplated by this Section 3.1, each Each Certificate shall, subject to Section 3.2, shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the portion of in accordance with this Section 2.2 the Merger Consideration into which the Shares have been converted pursuant to Section 2.1(c). No interest shall be paid or Warrant Payment (as applicable) accrued on any cash payable in respect to holders of such Certificate as set forth in Section 2.6Certificates pursuant to the provisions of this Article II.

Exchange Procedures. Subject to Section 3.1(c), (i) At or promptly following the Effective Time (but in no event later than two (2) Business Days following after the Effective Time), Parent SHC shall instruct cause the Exchange Agent to mail to each holder of record of a certificate or certificates Frankfort First Certificate, other than holders of Dissenting Shares, which immediately prior to the Effective Time of Merger represented outstanding shares of Company Capital Frankfort First Common Stock or Warrants (and which was not submitted to the “Certificates”) Exchange Agent with a duly executed and completed Form of Election: (A) a letter of transmittal substantially in the form attached hereto as Exhibit C (“Letter of Transmittal”), ) which shall specify that delivery shall be effected, and risk of loss and title to the Frankfort First Certificates shall pass, only upon proper delivery of the Frankfort First Certificates to the Exchange Agent and which shall be in such form and have such other customary form provisions as SHC may reasonably satisfactory specify and which are reasonably acceptable to Parent and the Equityholders’ Representative, Frankfort First; and (B) instructions for use in effecting to effect the surrender of the Frankfort First Certificates in exchange for the portion cash or shares of the Merger Consideration SHC Common Stock, or Warrant Payment both, as described in this Agreement. (as applicableii) receivable in respect of such Certificates. Upon surrender of a Frankfort First Certificate for cancellation to the Exchange Agent together with such either a Form of Election or a Letter of Transmittal, properly completed and in each case duly executed, and with such other documents as the Exchange Agent may be required pursuant to such instructionsreasonably require, the holder of such Frankfort First Certificate shall be entitled to receive receive, and SHC shall cause the Exchange Agent to promptly deliver in exchange therefor after the portion Effective Time: (A) a certificate representing that number of the Merger Consideration or Warrant Payment (as applicable) whole shares of SHC Common Stock to which such holder has the right is entitled to receive in respect of such Frankfort First Certificate pursuant to Section 2.8 of this Agreement; and (B) a check representing the shares of Company Capital Stock or Warrants formerly represented by cash that such Certificate (and the right holder is entitled to receive payments from the General Escrow Account in respect of such Frankfort First Certificate pursuant to Section 2.8 of this Agreement; and the Equityholders’ Representative Escrow Account in accordance with the Escrow Agreement and Section 3.3), and the (C) a check for any Fraction Payment. The Frankfort First Certificate so surrendered shall forthwith be canceled. Following any receipt of an Excess Payment, the Exchange Agent will deliver to each holder of surrendered Certificates, such holder’s pro rata portion thereof; provided, however, that if the Exchange Agent receives an Excess Payment prior to receipt fractional share interests of surrendered Certificates, then payment of the portion thereof applicable to such unsurrendered Certificates any one holder shall be made at aggregated to maximize the same time as payment number of whole shares of SHC Common Stock to be issued and minimize the balance of the applicable Merger Consideration or Warrant Payment Fraction Payments. (as applicableiii) upon surrender thereof. No interest will be paid or accrued on any Merger Consideration or Warrant Payment (as applicable) payable to holders of Certificates. In the event of a transfer of ownership of shares of Company Capital Frankfort First Common Stock or Warrants that which is not registered in the transfer records of Frankfort First, a certificate representing the Companyproper number of shares of SHC Common Stock, a check for the portion proper amount of the Merger Consideration or Warrant Payment (as applicable) payable cash that such holder is entitled to receive in respect of such shares Frankfort First Certificate pursuant to Section 2.8 of Company Capital Stock or Warrants may this Agreement and any Fraction Payment, shall be issued delivered to a the transferee if the Frankfort First Certificate representing which represented such shares of Company Capital Frankfort First Common Stock or Warrants is presented to the Exchange Agent, accompanied by any all documents reasonably required to evidence and effect such transfer and by evidence that any applicable stock transfer Taxes taxes have been paid. . (iv) No interest will be paid or accrued on the cash and shares of SHC Common Stock to be issued pursuant to this Agreement, the cash in lieu of fractional shares, if any, and unpaid dividends and distributions on the shares of SHC Common Stock, if any, payable to Frankfort First Shareholders. (v) If any Frankfort First Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person claiming such Frankfort First Certificate to be lost, stolen or destroyed and, if required by SHC in its reasonable discretion, the posting by such Person of a bond in such reasonable amount as SHC may direct as indemnity against any claim that may be made against it with respect to such Frankfort First Certificate, the Exchange Agent will deliver in exchange for such lost, stolen or destroyed Frankfort First Certificate, a certificate representing the proper number of shares of SHC Common Stock and a check for the cash, in each case that such Frankfort First Shareholder has the right to receive pursuant to Section 2.8 of this Agreement, and the Fraction Payment, if any, with respect to the shares of Frankfort First Common Stock formerly represented thereby, and unpaid dividends and distributions on the shares of SHC Common Stock, if any, as provided in this Article II of this Agreement. (vi) Until surrendered as contemplated by this Section 3.12.9 of this Agreement, each Certificate shallFrankfort First Certificate, subject to Section 3.2other than Dissenting Shares, shall be deemed at any time all times after the Effective Time to represent only the right to receive upon such surrender only the portion cash or shares of SHC Common Stock, or both, and any Fraction Payment. (vii) Dissenting Shares as to which appraisal rights have been properly perfected shall be treated in the Merger Consideration or Warrant Payment (as applicable) payable in respect of such Certificate as set forth manner provided in Section 2.62.12.

Exchange Procedures. Subject to Section 3.1(c), promptly following the Effective Time (but in no event later than two (2) Business Days following Promptly after the Effective Time), Parent shall instruct cause the Exchange Agent to mail or deliver to each holder of record of a certificate or certificates which person who was, immediately prior to the Effective Time represented outstanding shares Time, a holder of record of Company Capital Stock or Warrants Common Shares, a form (mutually agreed upon by the “Certificates”Company and Parent) (A) a of letter of transmittal substantially in the form attached hereto as Exhibit C (“Letter of Transmittal”), which shall specify that delivery shall be effected, and risk of loss and title to the Certificates certificates shall pass, only upon proper delivery of the Certificates certificates to the Exchange Agent and shall be in customary form reasonably satisfactory to Parent and the Equityholders’ Representative, and (BAgent) containing instructions for use in effecting the surrender of the Company Share Certificates in exchange for the portion of the Merger Consideration or Warrant Payment (as applicable) receivable in respect of such CertificatesParent Stock Certificates and any payments pursuant to this Article II. Upon surrender of a Certificate for cancellation to the Exchange Agent of a Company Share Certificate for cancellation together with such Letter letter of Transmittaltransmittal, properly duly executed and completed and duly executed, and such other documents as may be required pursuant to such instructionsin accordance with the instructions thereto, the holder of such Company Share Certificate shall be entitled to receive in exchange therefor a Parent Stock Certificate representing the portion shares of Parent Common Stock, and a check in the Merger Consideration or Warrant Payment (as applicable) amount, if any, to which such holder has the right is entitled pursuant to receive in respect of the shares of Company Capital Stock or Warrants formerly represented by such Certificate (and the right to receive payments from the General Escrow Account and the Equityholders’ Representative Escrow Account in accordance with the Escrow Agreement and Section 3.3)this Article II, and the Company Share Certificate so surrendered shall forthwith be canceled. Following any receipt of an Excess Payment, the Exchange Agent will deliver to each holder of surrendered Certificates, such holder’s pro rata portion thereof; provided, that if the Exchange Agent receives an Excess Payment prior to receipt of surrendered Certificates, then payment of the portion thereof applicable to such unsurrendered Certificates shall be made at the same time as payment of the balance of the applicable Merger Consideration or Warrant Payment (as applicable) upon surrender thereof. No interest will be paid or accrued will accrue on any Merger Consideration amount payable upon surrender of Company Share Certificates. (a) No dividends or Warrant Payment other distributions declared with respect to Parent Common Stock shall be paid to the holder of any unsurrendered Company Share Certificate until the holder thereof shall surrender such Company Share Certificate in accordance with this Article II. After the surrender of a Company Share Certificate in accordance with this Article II, the record holder thereof shall be entitled to receive any such dividends or other distributions, without any interest thereon, that theretofore had become payable with respect to shares of Parent Common Stock represented by such Company Share Certificate. (as b) After the Effective Time, there shall be no transfers on the stock transfer books of the Company of Company Common Shares that were issued and outstanding immediately prior to the Effective Time. (c) If any Parent Stock Certificate or cash payment is to be issued or made in a name other than that in which the Company Certificate surrendered in exchange therefor is registered, it shall be a condition of such exchange that the Company Share Certificate so surrendered shall be properly endorsed (or accompanied by an appropriate instrument of transfer) and otherwise in proper form for transfer, and that the person requesting such exchange shall pay to the Exchange Agent in advance any transfer or other taxes required by reason of the issuance of such Parent Stock Certificate or the making of such cash payment in a name other than that of the registered holder of the Company Share Certificate surrendered, or shall establish to the satisfaction of Parent that any such taxes have been paid or are not applicable. (d) payable Notwithstanding anything to holders the contrary contained herein, no certificates or scrip representing fractional shares of Parent Common Stock shall be issued upon the surrender for exchange of Certificates. , no dividend or distribution with respect to Parent Common Stock shall be payable on or with respect to any fractional share, and such fractional share interests shall not entitle the owner thereof to vote or to any other rights of a shareholder of Parent. (e) In the event any Company Share Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming such Company Share Certificate to be lost, stolen or destroyed and, if reasonably required by Parent, the posting by such person of a transfer bond in such amount as Parent may determine is reasonably necessary as indemnity against any claim that may be made against it with respect to such Company Share Certificate, the Exchange Agent will issue in exchange for such lost, stolen or destroyed Company Share Certificate the shares of ownership Parent Common Stock and any cash in lieu of fractional shares deliverable in respect thereof pursuant to this Agreement. (f) Upon giving effect to the conversion and exchange described in Section 1.4, the resulting number of shares of Parent Common Stock of each registered holder of Company Capital Common Shares shall be rounded down to the nearest whole number and each such registered holder shall be entitled to receive from Parent in lieu of any fractional share of Parent Common Stock or Warrants that is not registered prior to such rounding down an amount in cash (without interest) equal to the transfer records product obtained by multiplying (a) the fraction of a share of Parent Common Stock to which such holder would otherwise be entitled and (b) the average of the Companyclosing price per share of Parent Common Stock for the ten trading days most recently preceding the Closing Date as reported on the NYSE Composite Transactions reporting system. Notwithstanding the foregoing, the portion of the Merger Consideration or Warrant Payment (as applicable) payable in respect of such fractional shares of Company Capital Parent Common Stock or Warrants may that would be issued into the ESOP prior to a transferee if the Certificate representing such shares of Company Capital Stock or Warrants is presented to the Exchange Agent, accompanied by any documents reasonably required to evidence and effect such transfer and by evidence that any applicable stock transfer Taxes have been paid. Until surrendered as contemplated by this Section 3.1, each Certificate shall, subject to Section 3.2, be deemed at any time after the Effective Time to represent only shall be issued within such plan as a fractional share of Parent Common Stock at the right to receive upon such surrender the portion of the Merger Consideration or Warrant Payment (as applicable) payable in respect of such Certificate as set forth in Section 2.6Effective Time.

Exchange Procedures. Subject to Section 3.1(c), promptly following the Effective Time (but in no event a) As soon as practicable and not later than two five (25) Business Days following after the Effective Time), Parent shall instruct the Exchange Agent to shall mail to each holder of record of a certificate Certificate or certificates which Certificates that, immediately prior to the Effective Time Time, represented outstanding shares of Company Capital Stock or Warrants Common Shares subsequently converted into the right to receive the Merger Consideration, as set forth in Section 1.4: (the “Certificates”) (Ai) a letter of transmittal substantially in the form attached hereto as Exhibit C (a “Letter of Transmittal”), which ) that (A) shall specify that delivery shall be effected, effected and risk of loss and title to the Certificates shall pass, pass only upon proper delivery of the Certificates to the Exchange Agent (or an affidavit of loss in lieu thereof, together with any bond or indemnity agreement, as contemplated by Section 2.6) and (B) shall be in customary such form and have such other provisions as the Interim Surviving Corporation or Parent may reasonably satisfactory to Parent and the Equityholders’ Representative, specify; and (Bii) instructions for use in effecting the surrender of the Certificates in exchange for the portion of the Merger Consideration or Warrant Payment Consideration. (as applicableb) receivable in respect of such Certificates. Upon surrender of a Certificate for cancellation to the Exchange Agent Agent, together with such a Letter of Transmittal, properly duly completed and duly executed, and such any other documents as may be reasonably required pursuant to such instructionsby the Exchange Agent, Parent or the Interim Surviving Corporation, (i) the holder of such Certificate shall be entitled to receive in exchange therefor the number of shares of Parent Common Stock, the portion of the Cash Merger Consideration or Warrant Payment (as applicable) Consideration, and the CVRs to which such holder has the right to receive in respect of the shares of Company Capital Stock or Warrants formerly represented by such Certificate is entitled and (and the right to receive payments from the General Escrow Account and the Equityholders’ Representative Escrow Account in accordance with the Escrow Agreement and Section 3.3), and ii) the Certificate so surrendered shall forthwith be canceled. Following any receipt of an Excess Payment, the Exchange Agent will deliver to each holder of surrendered Certificates, such holder’s pro rata portion thereof; provided, that if the Exchange Agent receives an Excess Payment prior to receipt of surrendered Certificates, then payment of the portion thereof applicable to such unsurrendered Certificates shall be made at the same time as payment of the balance of the applicable Merger Consideration or Warrant Payment (as applicable) upon surrender thereof. No interest will be paid or accrued on any Merger Consideration or Warrant Payment (as applicable) the cash payable to holders of Certificates. In the event of a transfer of ownership of shares of Company Capital Stock or Warrants that is not registered in the transfer records upon surrender of the Company, the portion of the Merger Consideration or Warrant Payment (as applicable) payable in respect of such shares of Company Capital Stock or Warrants may be issued to a transferee if the Certificate representing such shares of Company Capital Stock or Warrants is presented to the Exchange Agent, accompanied by any documents reasonably required to evidence and effect such transfer and by evidence that any applicable stock transfer Taxes have been paidCertificates. Until surrendered as contemplated by this Section 3.12.2, each such Certificate shall, subject to Section 3.2, shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the portion applicable Merger Consideration. (c) In the event of a transfer of ownership of Common Shares that is not registered in the transfer records of the Company, the appropriate amount of the Merger Consideration may be paid to a transferee if the Certificate representing such Common Shares is presented to the Exchange Agent properly endorsed or Warrant Payment accompanied by appropriate stock powers and otherwise in proper form for transfer and accompanied by all documents reasonably required by the Exchange Agent, Parent or the Interim Surviving Corporation to evidence and effect such transfer and to evidence that any applicable Taxes have been paid. (as applicabled) payable No dividends or other distributions, if any, declared or made after the Effective Time with respect to Parent Common Stock with a record date after the Effective Time will be paid to the holder of any unsurrendered Certificate with respect to the shares of Stock Merger Consideration to be issued in respect exchange therefor until the holder of record of such Certificate as set forth shall surrender such Certificate in accordance with this Section 2.62.2. Subject to applicable Law, following surrender of any such Certificate, there shall be paid to the record holder of the certificates representing whole shares of the Stock Merger Consideration issued in exchange therefor, without interest, at the time of such surrender, the amount of dividends or other distributions, if any, with a record date after the Effective Time theretofore paid with respect to such whole shares of the Stock Merger Consideration. No interest shall be payable on any cash deliverable upon the exchange of any Common Shares for Cash Merger Consideration.

Exchange Procedures. Subject (a) At or prior to Section 3.1(c), promptly following the Effective Time (but in no event later than two (2) Business Days following the Effective Time, Sky shall deposit, or shall cause to be deposited, with The Bank of New York (in such capacity, the “Exchange Agent”), Parent for the benefit of the holders of certificates formerly representing SBI Shares (“Old Certificates”), for exchange in accordance with this Article III, certificates representing the Sky Common Shares (“New Certificates”) and an estimated amount of cash (such cash and New Certificates, together with any dividends or distributions having a record date occurring on or after the Effective Date with respect thereto (without any interest on any such cash, dividends or distributions), being hereinafter referred to as the “Exchange Fund”) to be paid pursuant to this Article III in exchange for outstanding SBI Shares. (b) As promptly as practicable after the Effective Date, Sky shall instruct the Exchange Agent send or cause to mail be sent to each former holder of record of a certificate or certificates which SBI Shares immediately prior to the Effective Time represented outstanding shares of Company Capital Stock or Warrants (the “Certificates”) (A) a letter of transmittal substantially in the form attached hereto as Exhibit C (“Letter of Transmittal”), which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Exchange Agent and shall be in customary form reasonably satisfactory to Parent and the Equityholders’ Representative, and (B) instructions materials for use in effecting the surrender of the exchanging such shareholder’s Old Certificates in exchange for the portion consideration set forth in this Article III. Sky shall cause the New Certificates into which shares of a shareholder’s SBI Shares are converted on the Merger Consideration or Warrant Payment (as applicable) receivable Effective Date and/or any check in respect of any fractional share interests or dividends or distributions which such Certificates. Upon surrender of a Certificate for cancellation to the Exchange Agent together with such Letter of Transmittal, properly completed and duly executed, and such other documents as may be required pursuant to such instructions, the holder of such Certificate person shall be entitled to receive in exchange therefor the portion of the Merger Consideration or Warrant Payment (as applicable) which to be delivered to such holder has the right shareholder upon delivery to receive in respect of the shares of Company Capital Stock or Warrants formerly represented by such Certificate (and the right to receive payments from the General Escrow Account and the Equityholders’ Representative Escrow Account in accordance with the Escrow Agreement and Section 3.3), and the Certificate so surrendered shall forthwith be canceled. Following any receipt of an Excess Payment, the Exchange Agent will deliver of Old Certificates representing such SBI Shares (or an indemnity affidavit reasonably satisfactory to each holder of surrendered Certificates, such holder’s pro rata portion thereof; provided, that if Sky and the Exchange Agent receives an Excess Payment prior to receipt Agent, if any of surrendered Certificatessuch certificates are lost, then payment stolen or destroyed) owned by such shareholder together with a duly completed and executed letter of the portion thereof applicable to such unsurrendered Certificates shall be made at the same time as payment of the balance of the applicable Merger Consideration or Warrant Payment (as applicable) upon surrender thereoftransmittal. No interest will be paid or accrued on any Merger Consideration such cash to be paid in lieu of fractional share interests or Warrant Payment (as applicable) payable to holders of Certificates. In the event of a transfer of ownership of shares of Company Capital Stock or Warrants that is not registered in the transfer records of the Company, the portion of the Merger Consideration or Warrant Payment (as applicable) payable in respect of dividends or distributions that any such shares of Company Capital Stock or Warrants may person shall be issued entitled to a transferee if receive pursuant to this Article III upon such delivery. (c) Notwithstanding the Certificate representing such shares of Company Capital Stock or Warrants is presented to foregoing, neither the Exchange Agent, accompanied by if any, nor any documents reasonably required party hereto shall be liable to evidence and effect such transfer and by evidence that any former holder of SBI Shares for any amount properly delivered to a public official pursuant to applicable stock transfer Taxes have been paid. Until surrendered as contemplated by this Section 3.1abandoned property, each Certificate shall, subject escheat or similar laws. (d) No dividends or other distributions with respect to Section 3.2, be deemed at any time Sky Common Shares with a record date occurring on or after the Effective Time Date shall be paid to represent only the holder of any unsurrendered Old Certificate representing SBI Shares converted in the Merger into the right to receive such Sky Common Shares until the holder thereof shall be entitled to receive New Certificates in exchange therefor in accordance with the procedures set forth in this Section 3.04. After becoming so entitled in accordance with this Section 3.04, the record holder thereof also shall be entitled to receive any such dividends or other distributions, without any interest thereon, which theretofor had become payable with respect to Sky Common Shares such holder had the right to receive upon such surrender of the Old Certificates. (e) Any portion of the Merger Consideration or Warrant Payment (as applicable) payable Exchange Fund that remains unclaimed by the shareholders of SBI for six months after the Effective Time shall be paid to Sky. Any shareholders of SBI who have not theretofore complied with this Article III shall thereafter look only to Sky for payment of the Sky Common Shares, cash in lieu of any fractional shares and unpaid dividends and distributions on Sky Common Shares deliverable in respect of each SBI Share such Certificate shareholder holds as set forth determined pursuant to this Agreement, in Section 2.6each case, without any interest thereon.

Exchange Procedures. Subject (a) Prior to Section 3.1(cthe Effective Time, Parent shall select an exchange agent, agreed to by JCB (the “Exchange Agent”). No later than two business days prior to the Effective Time, Parent shall deposit, or shall cause to be deposited, with the Exchange Agent, for the benefit of the holders of certificates formerly representing shares of JCB Common Stock (“Old Certificates”) and holders of non‑certificated shares of JCB Common Stock (“Book-Entry Shares”), promptly following for exchange in accordance with this Section 7, sufficient funds for timely payment of the aggregate Merger Consideration to be paid pursuant to this Agreement (the “Exchange Fund”). The Exchange Fund will be distributed in accordance with the Exchange Agent’s normal and customary procedures established in connection with merger transactions. (b) As soon as practicable after the Effective Time (but Time, and in no event later than two three (23) Business Days following the Effective Time)business days thereafter, Parent shall instruct the Exchange Agent to shall mail to each holder of record of a certificate one or certificates which immediately prior to the Effective Time represented outstanding shares of Company Capital Stock more Old Certificates or Warrants (the “Certificates”) (A) Book-Entry Shares a letter of transmittal substantially in the form attached hereto as Exhibit C (“Letter of Transmittal”), which shall specify that delivery no Person shall be effectedhave the right to receive the Merger Consideration until they deliver the Old Certificates, or a lost stock affidavit and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Exchange Agent and shall be indemnity in customary form reasonably satisfactory to Parent the Exchange Agent, to the Exchange Agent) and the Equityholders’ Representative, and (B) instructions for use in effecting the surrender of the Old Certificates or Book-Entry Shares in exchange for the portion Merger Consideration that the holders of the Merger Consideration Old Certificates or Warrant Payment (as applicable) receivable in respect of such CertificatesBook-Entry Shares are entitled to receive pursuant to this Section 7. Upon proper surrender of an Old Certificate or Book-Entry Shares (or delivery of a Certificate lost stock affidavit and indemnity) for exchange and cancellation to the Exchange Agent Agent, together with such Letter of Transmittal, properly completed and letter of transmittal, duly executed, and such other documents as may be required pursuant to such instructions, the holder of such Certificate Old Certificates or Book-Entry Shares shall be entitled to receive in exchange therefor the portion of the Merger Consideration or Warrant Payment (as applicable) which such holder has the right to receive in respect of the shares Old Certificates or Book-Entry Shares surrendered pursuant to the provisions of Company Capital Stock or Warrants formerly represented by such Certificate this Section 7. (and the right to receive payments from the General Escrow Account and the Equityholders’ Representative Escrow Account in accordance with the Escrow Agreement and Section 3.3), and the Certificate so surrendered shall forthwith be canceled. Following any receipt of an Excess Payment, c) Neither the Exchange Agent will deliver nor any party hereto shall be liable to each any former holder of surrendered CertificatesJCB Common Stock for any amount properly delivered to a public official pursuant to applicable abandoned property, such holder’s pro rata escheat or similar laws. (d) Any portion thereof; provided, that if of the Exchange Agent receives an Excess Payment prior to receipt Fund that remains unclaimed by the shareholders of surrendered Certificates, then payment JCB on the business day after the one-year anniversary of the portion thereof applicable to such unsurrendered Certificates Effective Date shall be made at the same time as paid to Parent. Any shareholders of JCB who have not theretofore complied with this Section 7 shall thereafter look only to Parent for payment of the balance of the applicable Merger Consideration or Warrant Payment (as applicable) upon surrender thereof. No interest will be paid or accrued on any Merger Consideration or Warrant Payment (as applicable) payable to holders of Certificates. In the event of a transfer of ownership of shares of Company Capital Stock or Warrants that is not registered in the transfer records of the Company, the portion of the Merger Consideration or Warrant Payment (as applicable) payable in respect of each share of JCB Common Stock such shares of Company Capital Stock shareholder holds as determined pursuant to this Agreement, without any interest thereon. (e) Parent or Warrants may be issued to a transferee if the Certificate representing such shares of Company Capital Stock or Warrants is presented to the Exchange Agent, accompanied by as the case may be, will be entitled to deduct and withhold from the consideration otherwise payable pursuant to this Plan of Merger to any documents reasonably Person such amounts, if any, as it is required to evidence deduct and effect withhold with respect to the making of such transfer payment under the Internal Revenue Code of 1986 or any provision of state, local or foreign tax law. To the extent that amounts are so withheld and remitted to the appropriate governmental authority by evidence that any applicable stock transfer Taxes have or on behalf of Parent or the Exchange Agent, as the case may be, such amounts withheld will be treated for all purposes of this Agreement as having been paid. Until surrendered as contemplated by this Section 3.1, each Certificate shall, subject paid to Section 3.2, be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the portion of the Merger Consideration or Warrant Payment (as applicable) payable Person in respect of which such Certificate deduction and withholding was made by Parent or the Exchange Agent, as set forth in Section 2.6the case may be.

Exchange Procedures. Subject to Section 3.1(c), promptly following Promptly after the Effective Time (but in no event later more than two (2) Business Days following the Effective Timethree business days thereafter), the Parent shall instruct the Exchange Paying Agent to mail to each holder of record of a certificate Certificate or certificates which immediately prior to the Effective Time represented outstanding shares of Company Capital Stock or Warrants Book Entry Shares, (the “Certificates”) (Ai) a letter of transmittal substantially in the form attached hereto as Exhibit C (“Letter of Transmittal”), which shall specify that delivery shall be effected, and risk of loss and title to the Certificates a Certificate shall pass, only upon proper delivery of the Certificates Certificate to the Exchange Paying Agent and, in the case of Book Entry Shares, delivery shall be effected and risk of loss and title shall pass only upon adherence to the procedures set forth in the letter of transmittal, and which letter of transmittal shall be in customary such form reasonably satisfactory to and have such other reasonable provisions as the Parent and the Equityholders’ Representative, may specify) and (Bii) instructions for use in effecting the surrender of the Certificates and Book Entry Shares in exchange for the portion Merger Consideration. Surrender of any Book Entry Shares shall be effected in accordance with the Merger Consideration or Warrant Payment (as applicable) receivable in Paying Agent’s customary procedures with respect of such Certificatesto securities represented by book entry. Upon surrender of a Certificate or Book Entry Shares for cancellation to the Exchange Agent Paying Agent, together with such Letter letter of Transmittaltransmittal, properly duly completed and duly properly executed, and such other documents as may reasonably be required pursuant to such instructionsby the Paying Agent, the holder of such Certificate or Book Entry Shares shall be entitled to receive in exchange therefor the portion an amount of cash equal to the Merger Consideration or Warrant Payment (as applicable) which that such holder has the right to receive in respect of the shares of Company Capital Stock or Warrants formerly represented by such Certificate (and the right pursuant to receive payments from the General Escrow Account and the Equityholders’ Representative Escrow Account in accordance with the Escrow Agreement and Section 3.32.1(a)(iii), and the Certificate or Book Entry Shares so surrendered shall forthwith be canceled. Following any receipt of an Excess Payment, the Exchange Agent will deliver to each holder of surrendered Certificates, such holder’s pro rata portion thereof; provided, that if the Exchange Agent receives an Excess Payment prior to receipt of surrendered Certificates, then payment of the portion thereof applicable to such unsurrendered Certificates shall be made at the same time as payment of the balance of the applicable Merger Consideration or Warrant Payment (as applicable) upon surrender thereof. No interest will be paid or accrued on any Merger Consideration or Warrant Payment (as applicable) payable to holders of Certificatescancelled. In the event of a transfer of ownership of shares of Company Capital Stock or Warrants Common Shares that is not registered in the stock transfer records of the Company, payment may be made to a person other than the portion person in whose name the Certificate or Book Entry Shares so surrendered is or are registered if, in the case of a Certificate, such Certificate shall be properly endorsed or otherwise be in proper form for transfer, or, in the case of Book Entry Shares, the person in whose name such Book Entry Shares are registered shall have delivered to the Paying Agent instruments of transfer in such form as the Paying Agent may require in accordance with its customary procedures for the transfer for securities represented by book entry, and, in each case, the person requesting such payment shall pay any transfer or other Taxes required by reason of the Merger Consideration or Warrant Payment (as applicable) payable in respect payment to a person other than the registered holder of such shares of Company Capital Stock Certificate or Warrants may be issued to a transferee if the Certificate representing such shares of Company Capital Stock Book Entry Shares or Warrants is presented establish to the Exchange Agent, accompanied by any documents reasonably required to evidence and effect satisfaction of the Parent that such transfer and by evidence that any applicable stock transfer Taxes have Tax has been paidpaid or is not applicable. Until surrendered as contemplated by this Section 3.12.2, each Certificate shall, subject to Section 3.2, and all Book Entry Shares shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the portion amount of cash, without interest, into which the Merger Consideration or Warrant Payment (as applicable) payable in respect of Company Common Shares formerly represented by such Certificate as set forth in or Book Entry Shares have been converted pursuant to Section 2.62.1(a)(iii). No interest shall be paid or shall accrue on the cash payable upon surrender of any Certificate or Book Entry Shares.

Exchange Procedures. Subject to Section 3.1(c), promptly following the Effective Time (but in no event later than two (2) Business Days following Promptly after the Effective Time), Parent shall instruct cause the Exchange Paying Agent to mail to each Person who was a holder of record of Shares immediately prior to the Effective Time, whose Shares were converted into the right to receive the Merger Consideration pursuant to Section 1.5, (i) a certificate or letter of transmittal in customary form for use in effecting the surrender of stock certificates which that immediately prior to the Effective Time represented outstanding shares of Company Capital Stock Shares (each, a “Certificate”) or Warrants uncertificated Shares represented by book-entry (the “CertificatesBook-Entry Shares”) (A) a which letter of transmittal substantially in shall include customary provisions with respect to the form attached hereto as Exhibit C (use of an “Letter of Transmittal”), which agent’s message” for Book-Entry Shares and shall also specify that delivery shall be effected, and risk of loss and title to the Certificates or Book-Entry Shares shall pass, only upon proper delivery of the Certificates or transfer of the Book-Entry Shares to the Exchange Agent and shall be in customary form reasonably satisfactory to Parent and the Equityholders’ Representative, Paying Agent); and (Bii) instructions for use in effecting the surrender of surrendering the Certificates or Book-Entry Shares in exchange for the portion of the Merger Consideration or Warrant Payment (as applicable) receivable in respect of such CertificatesConsideration. Upon surrender of a Certificate or a Book-Entry Share for cancellation to the Exchange Agent Paying Agent, together with such Letter of Transmittal, properly a completed and duly executedexecuted letter of transmittal (or a valid “agent’s message” agreeing to the terms of such letter of transmittal, sent in accordance with the applicable procedures of The Depositary Trust Company) and such other documents as may reasonably be required pursuant to such instructionsby the Paying Agent, the holder of such Certificate or Book-Entry Share shall be entitled to receive in exchange therefor the portion of the Merger Consideration or Warrant Payment (as applicable) which such holder has the right to receive in respect of the shares of Company Capital Stock or Warrants for each Share formerly represented by such Certificate (and the right or Book-Entry Share, net of applicable Taxes withheld pursuant to receive payments from the General Escrow Account and the Equityholders’ Representative Escrow Account in accordance with the Escrow Agreement and Section 3.31.7(f), and the Certificate or Book-Entry Shares so surrendered shall forthwith then be canceledcancelled. Following any receipt of an Excess Payment, the Exchange Agent will deliver to each holder of surrendered Certificates, such holder’s pro rata portion thereof; provided, that if the Exchange Agent receives an Excess Payment prior to receipt of surrendered Certificates, then If payment of the portion thereof applicable to such unsurrendered Certificates shall be made at the same time as payment of the balance of the applicable Merger Consideration or Warrant Payment (as applicable) upon surrender thereof. No interest will be paid or accrued on any Merger Consideration or Warrant Payment (as applicableis to be made to a Person other than the Person in whose name the surrendered Certificate(s) payable to holders of Certificates. In the event of a transfer of ownership of shares of Company Capital Stock or Warrants that is not formerly representing Shares are registered in the transfer records of the Company, it shall be a condition of payment that such Certificate so surrendered shall be properly endorsed or otherwise be in proper form for transfer and the portion 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. Payment of the applicable Merger Consideration or Warrant Payment (as applicable) payable in with respect of such shares of Company Capital Stock or Warrants may to Book-Entry Shares shall be issued to a transferee if the Certificate representing such shares of Company Capital Stock or Warrants is presented made only to the Exchange Agent, accompanied by any documents reasonably required to evidence and effect Person in whose name such transfer and by evidence that any applicable stock transfer Taxes have been paidBook-Entry Shares are registered. Until surrendered as contemplated by in accordance with this Section 3.11.7(b), subject to the Dissenters’ Rights, each Certificate shall, subject to Section 3.2, and Book-Entry Share shall be deemed at any time all times from and after the Effective Time to represent only the right to receive upon such surrender the portion of the Merger Consideration or Warrant Payment (as applicable) payable that the holder thereof has the right to receive in respect of the Shares previously represented by such Certificate as set forth in Section 2.6or Book-Entry Share pursuant to this Article 1. No interest shall be paid or shall accrue on any cash payable to holders of Certificates or Book-Entry Shares pursuant to the provisions of this Article 1.

Exchange Procedures. Subject to Section 3.1(c), promptly following the Effective Time (but in no event later than two (2i) Business Days following As soon as reasonably practicable after the Effective Time), Parent or the Surviving Entity shall instruct cause the Exchange Agent to mail (and to make available for collection by hand) to each holder of record or a Certificate (or affidavit of a certificate or certificates which immediately prior to the Effective Time represented outstanding shares of Company Capital Stock or Warrants (the “Certificates”loss in lieu thereof) (A) a letter of transmittal substantially in the form attached hereto as Exhibit C (a “Letter of Transmittal”), in customary form as prepared by Parent and reasonably acceptable to Company, which shall specify specify, among other things, that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates (or affidavits of loss in lieu thereof) to the Exchange Agent and shall be in customary form reasonably satisfactory to Parent and the Equityholders’ RepresentativeAgent, and (B) instructions for use in effecting the surrender of the Certificates in exchange for the portion of the Merger Consideration or Warrant Payment (as applicable) receivable into which the number of shares of Company Common Stock previously represented by such Certificate shall have been converted pursuant to this Agreement and the Merger, together with any amounts payable in respect of such Certificates. the Fractional Share Consideration in accordance with Section 3.6 and dividends or other distributions on Parent Common Shares in accordance with Section 3.2(e). (ii) Upon surrender of a Certificate for cancellation (or affidavit of loss in lieu thereof) to the Exchange Agent Agent, together with such a properly completed and validly executed Letter of Transmittal, properly completed and duly executed, and such other documents as may reasonably be required pursuant to such instructionsby the Exchange Agent, the holder of such Certificate shall be entitled to receive in exchange therefor the portion of the Merger Consideration or Warrant Payment (as applicable) which for each share of Company Common Stock formerly represented by such Certificate pursuant to the provisions of this Article 3 plus any Fractional Share Consideration that such holder has the right to receive pursuant to the provisions of Section 3.6 and any amounts that such holder has the right to receive in respect of dividends or other distributions on Parent Common Shares in accordance with Section 3.2(e), by mail or by wire transfer after the shares Exchange Agent’s receipt of Company Capital Stock or Warrants formerly represented by such Certificate (or affidavit of loss in lieu thereof) and the right to receive payments from the General Escrow Account and the Equityholders’ Representative Escrow Account in accordance with the Escrow Agreement and Section 3.3)Letter of Transmittal, and the Certificate (or affidavit of loss in lieu thereof) so surrendered so transferred, as applicable, shall be forthwith be canceledcancelled. Following any receipt The Exchange Agent shall accept such Certificates (or affidavits of an Excess Payment, loss in lieu thereof) upon compliance with such reasonable terms and conditions as the Exchange Agent will deliver may impose to each holder of surrendered Certificates, such holder’s pro rata portion thereof; provided, that if the Exchange Agent receives effect an Excess Payment prior to receipt of surrendered Certificates, then payment of the portion orderly exchange thereof applicable to such unsurrendered Certificates shall be made at the same time as payment of the balance of the applicable Merger Consideration or Warrant Payment (as applicable) upon surrender thereofin accordance with customary exchange practices. No interest will shall be paid or accrued for the benefit of holders of the Certificates on any the Merger Consideration or Warrant Payment (as applicable) the Fractional Share Consideration payable upon the surrender of the Certificates and any distributions to holders of Certificateswhich such holder is entitled pursuant to Section 3.2(e). In the event of a transfer of ownership of shares of Company Capital Common Stock or Warrants that is not registered in the transfer records of the Company, it shall be a condition of payment that any Certificate surrendered or transferred in accordance with the portion procedures set forth in this Section 3.2 shall be properly endorsed or shall be otherwise in proper form for transfer, and that the Person requesting such payment shall have paid any Transfer Taxes and other Taxes required by reason of the payment of the Merger Consideration to a Person other than the registered holder of the Certificate surrendered, or shall have established to the reasonable satisfaction of Parent that such Tax either has been paid or is not applicable. (iii) Any holder of Book-Entry Shares shall not be required to deliver an executed Letter of Transmittal to the Exchange Agent to receive the Merger Consideration or other amounts pursuant to the provisions of this Article 3 from Parent that such holder is entitled to receive pursuant to this Article 3 with respect to such Book-Entry Shares. Subject to receipt of any documentation as may reasonably be required by the Exchange Agent, each holder of one or more Book-Entry Shares shall automatically upon the Effective Time be entitled to receive, and Parent shall cause the Exchange Agent to pay and deliver as soon as reasonably practicable after the Effective Time (but in no event later than three (3) Business Days thereafter), the Merger Consideration for each such Book-Entry Share pursuant to the provisions of this Article 3 plus any Fractional Share Consideration that such holder has the right to receive pursuant to the provisions of Section 3.6 and any amounts that such holder has the right to receive in respect of dividends or other distributions on Parent Common Shares in accordance with Section 3.2(e). Payment of the Merger Consideration or Warrant Payment the Fractional Share Consideration payable and any dividends and other distributions with respect to Book-Entry Shares shall only be made to the person in whose name such Book-Entry Shares are registered. No interest shall be paid or accrued for the benefit of holders of Book-Entry Shares on the Merger Consideration or the Fractional Share Consideration payable and any dividends or distributions to which such holder is entitled pursuant to Section 3.2(e). (as applicableiv) payable in respect of such shares At the Effective Time, holders of Company Capital Common Stock or Warrants may be issued shall cease to a transferee if the Certificate representing such shares be, and shall have no rights as, stockholders of Company Capital Stock or Warrants is presented to the Exchange Agent, accompanied by any documents reasonably required to evidence and effect such transfer and by evidence that any applicable stock transfer Taxes have been paid. Until surrendered as contemplated by this Section 3.1, each Certificate shall, subject to Section 3.2, be deemed at any time after the Effective Time to represent only other than the right to receive upon such surrender the portion of the Merger Consideration or Warrant Payment (as applicable) payable from Parent that such holder has the right to receive pursuant to the provisions of this Article 3 plus any Fractional Share Consideration that such holder has the right to receive pursuant to the provisions of Section 3.6 and any amounts that such holder has the right to receive in respect of dividends or other distributions on Parent Common Shares in accordance with Section 3.2(e). The Merger Consideration paid upon the surrender for exchange of Certificates (or affidavits of loss in lieu thereof) representing Company Common Stock (or automatic conversion in the case of Book-Entry Shares) in accordance with the terms of this Article 3 shall be deemed to have been paid in full satisfaction of all rights and privileges pertaining to the Company Common Stock theretofore evidenced by such Certificate as set forth in Section 2.6Certificates or Book-Entry Shares.

Exchange Procedures. Subject (a) Prior to the Effective Time, Acquiror shall designate a bank or trust company to act as agent for the holders of Shares(the "Exchange Agent") to receive the funds to which holders of such Shares shall become entitled pursuant to Section 3.1(c4.1(a). At the Effective Time, promptly following Acquiror shall transfer to the Exchange Agent by wire transfer to such account as the Exchange Agent shall direct prior to the Effective Time the aggregate amount to be paid to the holders of Shares pursuant to Section 4.1(a) (but in no event later than two the "Exchange Fund"). The Exchange Agent shall, pursuant to irrevocable instructions, deliver the Merger Consideration pursuant to Section 4.1 out of the Exchange Fund as provided herein. (2b) Business Days following As soon as reasonably practicable after the Effective Time), Parent shall instruct the Exchange Agent to shall mail to each holder of record of a certificate or certificates which Shares immediately prior to the Effective Time represented outstanding shares of Company Capital Stock (excluding any Shares which will be canceled pursuant to Section 4.1(b) or Warrants (the “Certificates”which are subject to Section 4.3) (Ai) a letter of transmittal substantially in (the form attached hereto as Exhibit C (“"Letter of Transmittal”), ") (which shall specify that delivery shall be effected, and risk of loss and title to the Company Certificates shall pass, only upon proper delivery of the such Company Certificates to the Exchange Agent and shall be in customary such form reasonably satisfactory to Parent and the Equityholders’ Representative, have such other provisions as Acquiror shall specify) and (Bii) instructions for use in effecting the surrender of the Company Certificates in exchange for the portion of the Merger Consideration or Warrant Payment with respect to the Shares formerly represented thereby. (as applicablec) receivable in respect of such Certificates. Upon surrender of a Company Certificate for cancellation to the Exchange Agent Agent, together with such the Letter of Transmittal, properly completed and duly executed, and such other documents as may be required pursuant to such instructionsAcquiror or the Exchange Agent shall reasonably request, the holder of such Company Certificate shall be entitled to receive in exchange therefor the portion of the Merger Consideration or Warrant Payment (as applicable) which such holder has the right to receive for each Share represented thereby in respect of the shares of Company Capital Stock or Warrants formerly represented by such Certificate (and the right to receive payments from the General Escrow Account and the Equityholders’ Representative Escrow Account in accordance with the Escrow Agreement and Section 3.3), and the Certificate so surrendered shall forthwith be canceled. Following any receipt of an Excess Payment, the Exchange Agent will deliver to each holder of surrendered Certificates, such holder’s pro rata portion thereof; provided, that if the Exchange Agent receives an Excess Payment prior to receipt of surrendered Certificates, then payment of the portion thereof applicable to such unsurrendered Certificates shall be made at the same time as payment of the balance of the applicable Merger Consideration or Warrant Payment (as applicable) upon surrender thereof. No interest will be paid or accrued on any Merger Consideration or Warrant Payment (as applicable) payable to holders of Certificates. In the event of a transfer of ownership of shares of Company Capital Stock or Warrants that is not registered in the transfer records of the Company, the portion of the Merger Consideration or Warrant Payment (as applicable) payable in respect of such shares of Company Capital Stock or Warrants may be issued to a transferee if the Certificate representing such shares of Company Capital Stock or Warrants is presented to the Exchange Agent, accompanied by any documents reasonably required to evidence and effect such transfer and by evidence that any applicable stock transfer Taxes have been paidexchange therefor. Until surrendered as contemplated by this Section 3.14.2, each Company Certificate shall, subject to Section 3.2, shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the portion of the Merger Consideration with respect to the Shares formerly represented thereby. No interest will be paid or Warrant Payment will accrue on any amount payable in cash pursuant to Section 4.1(a). Upon surrender of a Company Certificate, such Company Certificate shall forthwith be canceled. (d) If payment in respect of Shares surrendered to the Exchange Agent is to be made to a person other than the person in whose name a surrendered certificate is registered, it shall be a condition to such payment that the certificate so surrendered shall be properly endorsed or shall be otherwise in proper form for transfer and that the person requesting such payment shall have paid any transfer and other taxes required by reason of such payment or shall have established to the satisfaction of the Surviving Corporation or the Exchange Agent that such taxes either have been paid or are not payable. (e) At the Effective Time, the stock transfer books of the Company shall be closed and there shall be no further registration of transfers of shares of Common Stock thereafter on the records of the Company. From and after the Effective Time, the holders of certificates evidencing ownership of shares of Common Stock outstanding immediately prior to the Merger shall cease to have any rights as applicablestockholders of the Company or otherwise with respect to such shares, except as otherwise provided herein or by law. No dividends or other distribution declared after the Effective Time with respect to any shares of capital stock of the Company or the Surviving Corporation shall be paid to the holder of any unsurrendered certificate or certificates formerly representing shares of Common Stock. (f) payable Notwithstanding anything to the contrary in this Agreement, and subject to Section 4.2(g), none of the Exchange Agent, the Surviving Corporation or any party hereto shall be liable to a holder of a certificate or certificates formerly representing shares of Common Stock for any amount properly paid to a public official pursuant to any applicable property, escheat or similar law. (g) Promptly following the date of the first anniversary of the Effective Time, the Exchange Agent shall return to the Surviving Corporation all cash in its possession relating to the transactions described in this Agreement, and the Exchange Agent's duties shall terminate. Thereafter, each holder of a certificate formerly representing Shares may surrender such certificates to the Surviving Corporation and (subject to applicable abandoned property, escheat and similar law) receive in exchange therefor cash in accordance with Section 4.1(a) hereof, without any interest thereon. If any Company Certificates shall not have been surrendered prior to seven years after the Effective Time (or, immediately prior to such earlier date on which any Merger Consideration in respect of such Company Certificates would otherwise escheat to or become the property of any governmental authority), any such Merger Consideration in respect of the Shares represented by such Company Certificates shall, to the extent permitted by applicable laws, become the property of Acquiror. (h) In the event that any Company Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person claiming such Company Certificate to be lost, stolen or destroyed and, if required by Acquiror, the posting by such Person of a bond in such reasonable amount as set forth Acquiror may direct and/or an indemnification agreement as indemnity against any claim that may be made against it with respect to such Company Certificate, the Exchange Agent (or Acquiror, as the case may be) will issue in Section 2.6exchange for such lost, stolen or destroyed Company Certificate the Merger Consideration deliverable in respect of the Shares represented thereby pursuant to this Agreement. (i) Acquiror shall be entitled to, or shall be entitled to cause the Exchange Agent to, deduct and withhold from the consideration otherwise payable pursuant to this Agreement to any holder of Shares such amounts as are required to be deducted and withheld 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 Acquiror or the Exchange Agent, as the case may be, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the holder of the Shares in respect of which such deduction and withholding was made by Acquiror or the Exchange Agent and such sums shall be remitted by Acquiror to the appropriate taxing authorities.

Exchange Procedures. Subject to Section 3.1(c), promptly following the Effective Time (but in no event later than two (2) Business Days following As soon as practicable after the Effective Time), Parent the Paying Agent shall instruct the Exchange Agent to mail to each holder of record of a certificate or certificates (the “Certificates”) which immediately prior to as of the Effective Time represented outstanding shares of Company Capital Common Stock or Warrants (the “CertificatesCancelled Shares”) that were converted into the right to receive the Merger Consideration pursuant to Section 2.1: (Ai) a letter of transmittal substantially in the form attached hereto as Exhibit C (“Letter of Transmittal”), which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper actual delivery of the Certificates (or affidavits of loss in lieu thereof) or book-entry shares (“Book-Entry Shares”) to the Exchange Paying Agent and shall be in customary form reasonably satisfactory to such other provisions upon which the Parent and the Equityholders’ Representative, Company may agree) and (Bii) instructions for use in effecting the surrender of the Certificates (or affidavits of loss in lieu thereof) and Book-Entry Shares in exchange for the portion of the Merger Consideration or Warrant Payment (as applicable) receivable in respect of such CertificatesConsideration. Upon surrender of a Certificate (or an affidavit of loss in lieu thereof) or Book-Entry Shares to the Paying Agent for cancellation (or to such other agent or agents as may be appointed by mutual agreement of the Exchange Agent Parent and the Company), together with such Letter a duly executed letter of Transmittal, properly completed and duly executed, transmittal and such other documents as the Paying Agent may be required pursuant to such instructionsrequire, the holder of such Certificate or Book-Entry Shares shall be entitled to receive in exchange therefor the portion of the Merger Consideration (after giving effect to any required tax withholdings as provided in Section 2.4) in exchange for each share of Company Common Stock formerly evidenced by such Certificate or Warrant Payment (as applicable) Book-Entry Shares, which such holder has the right to receive in respect pursuant to the provisions of the shares of Company Capital Stock or Warrants formerly represented by such Certificate (and the right to receive payments from the General Escrow Account and the Equityholders’ Representative Escrow Account in accordance with the Escrow Agreement and Section 3.3), and the Certificate so surrendered shall forthwith be canceled. Following any receipt of an Excess Payment, the Exchange Agent will deliver to each holder of surrendered Certificates, such holder’s pro rata portion thereof; provided, that if the Exchange Agent receives an Excess Payment prior to receipt of surrendered Certificates, then payment of the portion thereof applicable to such unsurrendered Certificates shall be made at the same time as payment of the balance of the applicable Merger Consideration or Warrant Payment (as applicable) upon surrender thereof. No interest will be paid or accrued on any Merger Consideration or Warrant Payment (as applicable) payable to holders of Certificatesthis Article II. In the event of a transfer of ownership of shares of Company Capital Stock or Warrants that Cancelled Shares which is not registered in the transfer records of the Company, the portion of the Merger Consideration or Warrant Payment (as applicable) payable in respect of such shares of Company Capital Stock or Warrants may be issued delivered to a transferee if the Certificate (or affidavit of loss in lieu thereof) or Book-Entry Shares representing such shares of Company Capital Stock or Warrants Cancelled Shares is presented to the Exchange Agent, Paying Agent accompanied by any all documents reasonably required to evidence and effect such transfer and by evidence satisfactory to the Paying Agent that any applicable stock transfer Transfer Taxes (as defined in Section 7.13) have been paid. Until surrendered as contemplated by this Section 3.12.2, each Certificate shall, subject to Section 3.2, (or affidavit of loss in lieu thereof) and Book-Entry Shares shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the portion of Merger Consideration as contemplated by this Section 2.2. No interest shall be paid or will accrue on the Merger Consideration payable to holders of Certificates or Warrant Payment (as applicable) payable in respect Book-Entry Shares pursuant to the provisions of such Certificate as set forth in Section 2.6this Article II.

Exchange Procedures. Subject to Section 3.1(c), promptly Promptly following the Effective Time (but in no event later than two (2) Business Days following the Impax Merger Effective Time), Parent Holdco shall instruct send, or shall cause the Exchange Agent to mail send, to each record holder of record of a certificate an Impax Certificate or certificates Impax Book-Entry Share, in each case which immediately prior shares were converted into the right to receive Merger Consideration in respect thereof at the Impax Merger Effective Time represented outstanding shares of Company Capital Stock or Warrants pursuant to this Agreement: (the “Certificates”) (Ai) a letter of transmittal substantially in the form attached hereto as Exhibit C (“Letter of Transmittal”)transmittal, which shall specify that delivery shall be effected, and risk of loss and title to the Impax Certificates shall pass, only upon proper delivery of the Impax Certificates to the Exchange Agent Agent, and shall otherwise be in customary such form reasonably satisfactory to Parent and have such other provisions as Impax, Amneal and the Equityholders’ RepresentativeExchange Agent may reasonably specify, and (Bii) instructions for use in effecting the surrender of the Impax Certificates or Impax Book-Entry Shares in exchange for the portion of the aggregate Merger Consideration or Warrant Payment (in respect thereof, as applicable) receivable in respect of such Certificates. Upon surrender of a Certificate Impax Certificates and Impax Book-Entry Shares for cancellation to the Exchange Agent together and upon delivery of a letter of transmittal, duly executed and in proper form with such Letter of Transmittalall required enclosures and attachments, properly completed and duly executed, and such other documents as may be required pursuant with respect to such instructionsImpax Certificates or Impax Book-Entry Shares, the holder of such Certificate Impax Certificates or Impax Book-Entry Shares shall be entitled to receive in exchange therefor the portion of the Merger Consideration or Warrant Payment (as applicable) which such holder has the right to receive in respect for each share of the shares of Company Capital Impax Common Stock or Warrants formerly represented by such Certificate (Impax Certificates or such Impax Book-Entry Shares. Any Impax Certificates and the right to receive payments from the General Escrow Account and the Equityholders’ Representative Escrow Account in accordance with the Escrow Agreement and Section 3.3), and the Certificate Impax Book-Entry Shares so surrendered shall forthwith be canceledcancelled. Following any receipt of an Excess Payment, the Exchange Agent will deliver to each holder of surrendered Certificates, such holder’s pro rata portion thereof; provided, that if the Exchange Agent receives an Excess Payment prior to receipt of surrendered Certificates, then If payment of the portion thereof applicable to such unsurrendered Certificates shall be made at the same time as payment of the balance of the applicable Merger Consideration or Warrant Payment (as applicable) upon surrender thereof. No interest will be paid or accrued on any Merger Consideration is to be made to a person other than the person in whose name any surrendered Impax Certificate is registered, it shall be a condition precedent to payment that the Impax Certificate so surrendered shall be properly endorsed or Warrant Payment (shall be otherwise in proper form for transfer, and the person requesting such payment shall have paid any transfer and other similar Taxes required by reason of the delivery of the aggregate Merger Consideration in respect thereof, as applicable) payable , to holders of Certificates. In a person other than the event of a transfer of ownership of shares of Company Capital Stock or Warrants that is not registered in the transfer records holder of the Company, Impax Certificate so surrendered and shall have established to the portion satisfaction of Holdco that such Taxes either have been paid or are not required to be paid. Delivery of the aggregate Merger Consideration or Warrant Payment (Consideration, as applicable) payable in , with respect of such shares of Company Capital Stock or Warrants may to Impax Book-Entry Shares shall only be issued to a transferee if the Certificate representing such shares of Company Capital Stock or Warrants is presented made to the Exchange Agent, accompanied by any documents reasonably required to evidence and effect person in whose name such transfer and by evidence that any applicable stock transfer Taxes have been paidImpax Book-Entry Shares are registered. Until surrendered as contemplated by this Section 3.1hereby, each Impax Certificate shall, subject to Section 3.2, or Impax Book-Entry Share shall be deemed at any time after the Impax Merger Effective Time to represent only the right to receive upon such surrender the portion of the aggregate Merger Consideration or Warrant Payment (as applicable) payable in respect of such Certificate as set forth in Section 2.6thereof.

Exchange Procedures. Subject (a) Prior to Section 3.1(c)the Closing, promptly following Acquiror shall appoint an exchange agent (the Effective Time (but in no event later than two (2“Exchange Agent”) Business Days following to act as the agent for the purpose of paying the Aggregate Merger Consideration to the Company’s stockholders. At or before the Effective Time, Acquiror shall deposit with the Exchange Agent the number of shares of Acquiror Common Stock equal to the portion of the Aggregate Merger Consideration to be paid in shares of Acquiror Common Stock. (b) Reasonably promptly after the Effective Time, Acquiror shall send or shall cause the Exchange Agent to send, to each record holder of shares of Company Common Stock as of immediately prior to the Effective Time, whose Company Common Stock was converted pursuant to Section 3.1(a) into the right to receive a portion of the Aggregate Merger Consideration, a letter of transmittal and instructions (which shall specify that the delivery shall be effected, and the risk of loss and title shall pass, only upon proper transfer of each share to the Exchange Agent, and which letter of transmittal will be in customary form and have such other provisions as Acquiror may reasonably specify) for use in such exchange (each, a “Letter of Transmittal”). (c) Each holder of shares of Company Common Stock that have been converted into the right to receive a portion of the Aggregate Merger Consideration, pursuant to Section 3.1(a), Parent shall be entitled to receive such portion of the Aggregate Merger Consideration, upon receipt of an “agent’s message” by the Exchange Agent (or such other evidence, if any, of transfer as the Exchange Agent may reasonably request), together with a duly completed and validly executed Letter of Transmittal and such other documents as may reasonably be requested by the Exchange Agent. No interest shall be paid or accrued upon the transfer of any share. (d) Promptly following the date that is one (1) year after the Effective Time, Acquiror shall instruct the Exchange Agent to mail deliver to each Acquiror all documents in its possession relating to the transactions contemplated hereby, and the Exchange Agent’s duties shall terminate. Thereafter, any portion of the Aggregate Merger Consideration that remains unclaimed shall be returned to Acquiror, and any Person that was a holder of record shares of a certificate or certificates which Company Common Stock as of immediately prior to the Effective Time represented outstanding that has not exchanged such shares of Company Capital Common Stock or Warrants (the “Certificates”) (A) a letter of transmittal substantially in the form attached hereto as Exhibit C (“Letter of Transmittal”), which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Exchange Agent and shall be in customary form reasonably satisfactory to Parent and the Equityholders’ Representative, and (B) instructions for use in effecting the surrender of the Certificates in exchange for the an applicable portion of the Aggregate Merger Consideration or Warrant Payment (as applicable) receivable in respect of such Certificates. Upon surrender of a Certificate for cancellation accordance with this Section 3.2 prior to the Exchange Agent together with date that is one (1) year after the Effective Time, may transfer such Letter shares of TransmittalCompany Common Stock to Acquiror and (subject to applicable abandoned property, properly completed escheat and duly executedsimilar Laws) receive in consideration therefor, and Acquiror shall promptly deliver, such other documents as may be required pursuant to such instructions, the holder of such Certificate shall be entitled to receive in exchange therefor the applicable portion of the Aggregate Merger Consideration or Warrant Payment (as applicable) which such holder has the right to receive in respect without any interest thereupon. None of the shares of Company Capital Stock or Warrants formerly represented by such Certificate (and the right to receive payments from the General Escrow Account and the Equityholders’ Representative Escrow Account in accordance with the Escrow Agreement and Section 3.3)Acquiror, and the Certificate so surrendered shall forthwith be canceled. Following any receipt of an Excess PaymentMerger Sub, the Exchange Agent will deliver to each holder of surrendered Certificates, such holder’s pro rata portion thereof; provided, that if the Exchange Agent receives an Excess Payment prior to receipt of surrendered Certificates, then payment of the portion thereof applicable to such unsurrendered Certificates shall be made at the same time as payment of the balance of the applicable Merger Consideration or Warrant Payment (as applicable) upon surrender thereof. No interest will be paid or accrued on any Merger Consideration or Warrant Payment (as applicable) payable to holders of Certificates. In the event of a transfer of ownership of shares of Company Capital Stock or Warrants that is not registered in the transfer records of the Company, the portion of Surviving Corporation or the Merger Consideration or Warrant Payment (as applicable) payable Exchange Agent shall be liable to any Person in respect of any of the Aggregate Merger Consideration delivered to a public official pursuant to and in accordance with any applicable abandoned property, escheat or similar Laws. If any such shares shall not have not been transferred immediately prior to such date on which any amounts payable pursuant to this Article III would otherwise escheat to or become the property of Company Capital Stock or Warrants may be issued to a transferee if the Certificate representing any Governmental Authority, any such shares of Company Capital Stock or Warrants is presented amounts shall, to the Exchange Agentextent permitted by applicable Law, accompanied by any documents reasonably required to evidence and effect such transfer and by evidence that any applicable stock transfer Taxes have been paid. Until surrendered as contemplated by this Section 3.1, each Certificate shall, subject to Section 3.2, be deemed at any time after become the Effective Time to represent only the right to receive upon such surrender the portion property of the Merger Consideration Surviving Corporation, free and clear of all claims or Warrant Payment (as applicable) payable in respect interest of such Certificate as set forth in Section 2.6any Person previously entitled thereto.

Exchange Procedures. Subject to Section 3.1(c), promptly following the Effective Time (but in no event later than two (2) Business Days following Promptly after the Effective Time), Parent Inergy shall instruct the Exchange Agent to mail to each record holder of record Common Units as of a certificate or certificates which immediately prior to the Effective Time represented outstanding shares of Company Capital Stock or Warrants (the “Certificates”) (Ai) a letter of transmittal substantially in the form attached hereto as Exhibit C (“Letter of Transmittal”), which shall specify that in respect of certificated units, delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Exchange Agent Agent, and shall be in customary form reasonably satisfactory and agreed to Parent by Inergy and Holdings prior to the Equityholders’ Representative, Effective Time) and (Bii) instructions for use in effecting the surrender of the Certificates or Book-Entry Units in exchange for the portion of the Merger Holdings Unitholder Consideration or Warrant Payment (as applicable) receivable payable in respect of the Common Units represented by such CertificatesCertificates or Book-Entry Units. Upon Promptly after the Effective Time, upon surrender of a Certificate Certificates, if any, for cancellation to the Exchange Agent together with such Letter letters of Transmittaltransmittal, properly completed and duly executed, and such other documents (including in respect of Book-Entry Units) as may be required pursuant to such instructions, the holder holders of such Certificate Common Units shall be entitled to receive in exchange therefor the portion of the Merger Consideration (A) New LP Units or Warrant Payment (PIK Units, as applicable) which , representing, in the aggregate, the whole number of New LP Units or PIK Units, as applicable, that such holder has the right to receive in respect of the shares of Company Capital Stock or Warrants formerly represented pursuant to this Article III (after taking into account all Common Units then held by such Certificate holder) and (and B) a check in the amount equal to the aggregate amount of cash that such holder has the right to receive payments from the General Escrow Account pursuant to this Article III, including cash payable in lieu of any fractional New LP Units and the Equityholders’ Representative Escrow Account in accordance with the Escrow Agreement PIK Units pursuant to Section 3.4(e) and distributions pursuant to Section 3.33.4(c), and the Certificate so surrendered shall forthwith be canceled. Following any receipt of an Excess Payment, the Exchange Agent will deliver to each holder of surrendered Certificates, such holder’s pro rata portion thereof; provided, that if the Exchange Agent receives an Excess Payment prior to receipt of surrendered Certificates, then payment of the portion thereof applicable to such unsurrendered Certificates shall be made at the same time as payment of the balance of the applicable Merger Consideration or Warrant Payment (as applicable) upon surrender thereof. No interest will shall be paid or accrued on any Merger Holdings Unitholder Consideration or Warrant Payment (as applicable) on any unpaid distributions payable to holders of CertificatesCertificates or Book-Entry Units. In the event of a transfer of ownership of shares of Company Capital Stock or Warrants Common Units that is not registered in the transfer records of the CompanyHoldings, the portion of the Merger Holdings Unitholder Consideration or Warrant Payment (as applicable) payable in respect of such shares of Company Capital Stock or Warrants Common Units may be issued paid to a transferee transferee, if the Certificate representing such shares Common Units or evidence of Company Capital Stock or Warrants is ownership of the Book-Entry Units are presented to the Exchange Agent, and in the case of both certificated and book-entry Common Units, accompanied by any all documents reasonably required to evidence and effect such transfer and the Person requesting such exchange shall pay to the Exchange Agent in advance any transfer or other Taxes required by evidence reason of the delivery of the Holdings Unitholder Consideration in any name other than that any applicable stock transfer of the record holder of such Common Units, or shall establish to the satisfaction of the Exchange Agent that such Taxes have been paidpaid or are not payable. Until surrendered the required documentation has been delivered and Certificates, if any, have been surrendered, as contemplated by this Section 3.13.4, each Certificate shall, subject to Section 3.2, or Book-Entry Unit shall be deemed at any time after the Effective Time to represent only the right to receive receive, upon such surrender surrender, the portion of the Merger Holdings Unitholder Consideration or Warrant Payment (as applicable) payable in respect of the Common Units and any cash in lieu of fractional units pursuant to Section 3.4(e) and any distributions to which such Certificate as set forth in holder is entitled pursuant to Section 2.63.3.

Exchange Procedures. Subject to Section 3.1(c), promptly following the Effective Time (but in no event a) No later than two (2) five Business Days following the Effective Time), Parent shall instruct cause the Exchange Agent to mail or make available to each holder of record of a certificate or certificates which immediately prior to the Effective Time represented outstanding shares of Company Capital Stock or Warrants (the “Certificates”) (A) Certificate a notice and letter of transmittal substantially in disclosing the form attached hereto as Exhibit C (“Letter effectiveness of Transmittal”), which the Merger and the procedure for exchanging Certificates for the Merger Consideration. Such letter of transmittal shall specify that delivery shall be effected, effected and risk of loss and title to the Certificates shall pass, pass only upon proper delivery of the Certificates to the Exchange Agent and Agent. (b) At or prior to the Effective Time, Parent shall be deliver, or cause Parent Bank to deliver, by wire transfer in customary form reasonably satisfactory to Parent and the Equityholders’ Representativeimmediately available funds, and (B) instructions for use in effecting the surrender of the Certificates in exchange for the portion of the Merger Consideration or Warrant Payment (as applicable) receivable in respect of such Certificates. Upon surrender of a Certificate for cancellation to the Exchange Agent together with such Letter for the benefit of Transmittal, properly completed the holders of Certificates (other than the holders of Dissenting Shares and duly executed, and such other documents as may be required pursuant Treasury Stock) an amount of cash equal to the aggregate Merger Consideration for payment of the aggregate Merger Consideration to such instructions, the holders of Certificates. (c) Each holder of any outstanding Certificate (other than holders of Dissenting Shares and Treasury Stock) who surrenders such Certificate shall to the Exchange Agent will, upon acceptance thereof by the Exchange Agent, be entitled to receive in exchange therefor the portion prompt payment of the Merger Consideration or Warrant Payment (Consideration. The Exchange Agent shall accept Certificates upon compliance with such reasonable terms and conditions as applicable) the Exchange Agent may impose to effect an orderly exchange in accordance with normal exchange practices. Each outstanding Certificate which such holder has is not surrendered to the Exchange Agent shall, except as provided in Section 3.03, evidence ownership of only the right to receive the Merger Consideration without interest. (d) The Exchange Agent shall not be obligated to deliver the Merger Consideration until the holder surrenders a Certificate as provided in respect this Section 3.04, or, in default thereof, an appropriate affidavit of loss and indemnity agreement and/or a bond as may be reasonably required in each case by the Exchange Agent or Parent. If any check is to be issued in a name other than that in which the Certificate is registered, it shall be a condition of the shares of Company Capital Stock or Warrants formerly represented by such Certificate (and the right to receive payments from the General Escrow Account and the Equityholders’ Representative Escrow Account in accordance with the Escrow Agreement and Section 3.3), and issuance thereof that the Certificate so surrendered shall forthwith be canceled. Following any receipt properly endorsed or accompanied by an executed form of an Excess Payment, assignment separate from the Certificate and otherwise in proper form for transfer and that the person requesting such exchange pay to the Exchange Agent will deliver to each any transfer or other tax required by reason of the issuance of a check in any name other than that of the registered holder of the Certificate surrendered Certificates, such holder’s pro rata portion thereof; provided, that if or otherwise establish to the reasonable satisfaction of the Exchange Agent receives an Excess Payment prior to receipt of surrendered Certificates, then payment of the portion thereof applicable to that such unsurrendered Certificates shall be made at the same time as payment of the balance of the applicable Merger Consideration or Warrant Payment (as applicable) upon surrender thereof. No interest will be tax has been paid or accrued on any Merger Consideration or Warrant Payment (as applicable) payable to holders of Certificates. In the event of a transfer of ownership of shares of Company Capital Stock or Warrants that is not registered in the transfer records of the Company, the payable. (e) Any portion of the cash delivered to the Exchange Agent by Parent or Parent Bank pursuant to Section 3.04(b) that remains unclaimed by the former shareholders of the Company for six months after the Effective Time shall be delivered by the Exchange Agent to Parent or Parent Bank, as applicable. Any shareholders of the Company who have not theretofore complied with Section 3.04(c) shall thereafter look only to Parent for the Merger Consideration. If outstanding Certificates are not surrendered or the payment for them is not claimed prior to the date on which such payment would otherwise escheat to or become the property of any Governmental Authority, the unclaimed items shall, to the extent permitted by abandoned property and any other applicable law, become the property of Parent or Parent Bank, as applicable (and to the extent not in its possession shall be delivered to it), free and clear of all Liens of any Person previously entitled to such property. Neither the Exchange Agent nor any of the parties hereto shall be liable to any holder of Company Common Stock represented by any Certificate for any consideration paid to a public official pursuant to applicable abandoned property, escheat or similar laws. Parent, Parent Bank and the Exchange Agent shall be entitled to rely upon the stock transfer books of the Company to establish the identity of those persons entitled to receive the Merger Consideration, which books shall be conclusive with respect thereto. (f) The Exchange Agent, Parent or Parent Bank shall be entitled to deduct and withhold from the Merger Consideration or Warrant Payment (otherwise payable pursuant to this Agreement to any holder of Certificates such amounts as applicable) payable in it is required to deduct and withhold with respect to the making of such shares of Company Capital Stock payment under the Code or Warrants may be issued to a transferee if any state, local or foreign tax law or regulation thereunder. To the Certificate representing such shares of Company Capital Stock or Warrants is presented to extent that amounts are so withheld by the Exchange Agent, accompanied by any documents reasonably required Parent or Parent Bank, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to evidence and effect such transfer and by evidence that any applicable stock transfer Taxes have been paid. Until surrendered as contemplated by this Section 3.1, each Certificate shall, subject to Section 3.2, be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the portion holder of the Merger Consideration or Warrant Payment (as applicable) payable Certificates in respect of which such Certificate as set forth in Section 2.6deduction and withholding was made.

Exchange Procedures. Subject to Section 3.1(c), promptly following Promptly after the Effective Time (but and in no any event later than within two (2) Business Days following the Effective Timethereafter), Parent shall instruct the Exchange Paying Agent to will mail to each holder of record of a certificate (a “Certificate”) or certificates a book-entry share (a “Book-Entry Share”), which immediately prior to the Effective Time represented outstanding Shares, whose shares of Company Capital Stock or Warrants were converted pursuant to Section 3.1 into the right to receive the Merger Consideration (the “Certificates”) (Ai) a letter of transmittal substantially in the form attached hereto as Exhibit C (“Letter of Transmittal”), which shall specify that delivery shall will be effected, and risk of loss and title to the Certificates shall Certificate or Book-Entry Shares will pass, only upon proper delivery of the Certificates or Book-Entry Shares to the Exchange Paying Agent and shall will be in customary such form reasonably satisfactory and have such other provisions acceptable to Parent the Company and the Equityholders’ Representative, Parent); and (Bii) instructions for use in effecting the surrender of the Certificates or Book-Entry Shares in exchange for the portion payment of the Merger Consideration or Warrant Payment (as applicable) receivable in respect of such CertificatesConsideration. Upon surrender of a Certificate or Book-Entry Shares for cancellation to the Exchange Paying Agent or to such other agent or agents as may be appointed by Parent, together with such Letter letter of Transmittaltransmittal, duly executed and properly completed and duly executed, and such other documents as may be required pursuant to such instructionscompleted, the holder of such Certificate shall or Book-Entry Share will be entitled to receive in exchange therefor the portion of the Merger Consideration or Warrant Payment (as applicable) which such holder has the right to receive in respect of the shares of Company Capital Stock or Warrants for each Share formerly represented by such Certificate (and the right to receive payments from the General Escrow Account and the Equityholders’ Representative Escrow Account in accordance with the Escrow Agreement and Section 3.3)or Book-Entry Share, and the Certificate or Book-Entry Share so surrendered shall forthwith be canceled. Following any receipt of an Excess Payment, the Exchange Agent will deliver to each holder of surrendered Certificates, such holder’s pro rata portion thereof; provided, that if the Exchange Agent receives an Excess Payment prior to receipt of surrendered Certificates, then payment of the portion thereof applicable to such unsurrendered Certificates shall be made at the same time as payment of the balance of the applicable Merger Consideration or Warrant Payment (as applicable) upon surrender thereof. No interest will be paid or accrued on any Merger Consideration or Warrant Payment (as applicable) payable to holders of Certificates. In the event of a transfer of ownership of shares of Company Capital Stock or Warrants that is not registered in the transfer records of the Company, the portion of the Merger Consideration or Warrant Payment (as applicable) payable in respect of such shares of Company Capital Stock or Warrants may be issued to a transferee if the Certificate representing such shares of Company Capital Stock or Warrants is presented to the Exchange Agent, accompanied by any documents reasonably required to evidence and effect such transfer and by evidence that any applicable stock transfer Taxes have been paidcancelled. Until surrendered as contemplated by this Section 3.13.4(b), each Certificate shall, subject to Section 3.2, or Book-Entry Share will be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the portion of the Merger Consideration and will not evidence any interest in, or Warrant Payment (as applicable) payable in respect any right to exercise the rights of such Certificate as set forth in Section 2.6a shareholder or other equity holder of, the Company or the Surviving Corporation.

Exchange Procedures. Subject to Section 3.1(c), promptly following the Effective Time (but in no event later than two (2) Business Days following Promptly after the Effective Time), Parent Energy Partners shall instruct the Redemption/Exchange Agent to mail to each record holder of record of a certificate Certificates (other than such holders who have properly completed an Election form and elected the shares with respect to such Certificates as Cash Election Shares, Unit Election Shares, Stated Consideration Shares or certificates which immediately prior to the Effective Time represented outstanding shares of Company Capital Stock or Warrants Non-Electing Shares in accordance with Section 3.2 and other than Appraisal Shares), (the “Certificates”) (Ai) a letter of transmittal substantially in the form attached hereto as Exhibit C (“Letter of Transmittal”), which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Redemption/Exchange Agent Agent, and shall be in customary form reasonably satisfactory and agreed to Parent by Energy Partners and Hydrocarbon prior to the Equityholders’ Representative, Effective Time) and (Bii) instructions for use in effecting the surrender of the Certificates in exchange for the portion of the Redemption/Merger Consideration or Warrant Payment (as applicable) receivable payable in respect of the shares of Hydrocarbon Common Stock represented by such Certificates. Upon Promptly after the Effective Time, upon surrender of a Certificate Certificates for cancellation to the Redemption/Exchange Agent together with such Letter letters of Transmittaltransmittal, properly completed and duly executed, and such other documents as may be required pursuant to such instructions, the holder holders of such Certificate Certificates and the holders of Certificates who previously surrendered Certificates to the Redemption/Exchange Agent with properly completed and duly executed Election Forms shall be entitled to receive in exchange therefor (A) Common Units representing, in the portion aggregate, the whole number of the Merger Consideration or Warrant Payment (as applicable) which Common Units that such holder has the right to receive in respect of the pursuant to this Article III (after taking into account all shares of Company Capital Hydrocarbon Common Stock or Warrants formerly represented then held by such Certificate holder) and (and B) a check in the amount equal to the aggregate amount of cash that such holder has the right to receive payments from the General Escrow Account pursuant to this Article III, including cash payable in lieu of any fractional Common Units pursuant to Section 3.5(e) and the Equityholders’ Representative Escrow Account in accordance with the Escrow Agreement and distributions pursuant to Section 3.33.5(c), and the Certificate so surrendered shall forthwith be canceled. Following any receipt of an Excess Payment, the Exchange Agent will deliver to each holder of surrendered Certificates, such holder’s pro rata portion thereof; provided, that if the Exchange Agent receives an Excess Payment prior to receipt of surrendered Certificates, then payment of the portion thereof applicable to such unsurrendered Certificates shall be made at the same time as payment of the balance of the applicable Merger Consideration or Warrant Payment (as applicable) upon surrender thereof. No interest will shall be paid or accrued on any Redemption/Merger Consideration Consideration, cash in lieu of fractional shares or Warrant Payment (as applicable) on any unpaid dividends and distributions payable to holders of Certificates. In the event of a transfer of ownership of shares of Company Capital Hydrocarbon Common Stock or Warrants that which is not registered in the transfer records of the CompanyHydrocarbon, the portion of the Redemption/Merger Consideration or Warrant Payment (as applicable) payable in respect of such shares of Company Capital Hydrocarbon Common Stock or Warrants may be issued paid to a transferee if the Certificate representing such shares of Company Capital Hydrocarbon Common Stock or Warrants is presented to the Redemption/Exchange Agent, accompanied by any all documents reasonably required to evidence and effect such transfer and the Person requesting such exchange shall pay to the Redemption/Exchange Agent in advance any transfer or other Taxes required by evidence reason of the delivery of the Redemption/Merger Consideration in any name other than that any applicable stock transfer of the registered holder of the Certificate surrendered, or shall establish to the satisfaction of the Redemption/Exchange Agent that such Taxes have been paidpaid or are not payable. Until surrendered as contemplated by this Section 3.13.5, each Certificate shall, subject to Section 3.2, other than Certificates representing Appraisal Shares shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the portion of the Redemption/Merger Consideration or Warrant Payment (as applicable) payable in respect of the shares of Hydrocarbon Common Stock represented by such Certificate as set forth in and any distributions to which such holder is entitled pursuant to Section 2.63.4.

Exchange Procedures. Subject to Section 3.1(c), promptly following Promptly after the Effective Time (but in no event later than two (2) five Business Days following after the Effective Time), Parent Buyer shall instruct cause the Exchange Agent to mail to each record holder of record MLP Units as of a certificate or certificates which immediately prior to the Effective Time represented outstanding shares of Company Capital Stock or Warrants (the “Certificates”) (A) a letter of transmittal substantially in (the form attached hereto as Exhibit C (“Letter of Transmittal”), ) (which shall specify that in respect of certificated MLP Units, delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Exchange Agent and which shall have such other provisions as may be necessary for the Holders of MLP Units to be admitted as Additional Limited Partners in Buyer and which shall be in customary such form and have such other provisions as Buyer General Partner and MLP General Partner may reasonably satisfactory to Parent specify) and the Equityholders’ Representative, and (B) instructions for use in effecting the surrender of the Certificates in exchange for the portion of the Applicable Merger Consideration or Warrant Payment (as applicable) receivable payable in respect of such Certificatestherefor. Upon Promptly after the Effective Time, upon surrender of a Certificate Certificates, if any, for cancellation to the Exchange Agent together with such Letter letters of Transmittaltransmittal, properly completed and duly executed, and such other documents as may be required pursuant to such instructions, each holder who held MLP Units immediately prior to the holder of such Certificate Effective Time shall be entitled to receive in exchange therefor the portion upon surrender of the Merger Consideration or Warrant Payment Certificates therefor (as applicablei) which certificates for New Buyer Common Units representing, in the aggregate, the whole number of New Buyer Common Units that such holder has the right to receive in respect of the shares of Company Capital Stock or Warrants formerly represented pursuant to this Article III (after taking into account all MLP Units then held by such Certificate holder) and (and ii) a check in an amount equal to the aggregate amount of cash that such holder has the right to receive payments from pursuant to this Article III, including the General Escrow Account Cash Consideration, any Fractional Unit Payments pursuant to Section 3.4(e) and the Equityholders’ Representative Escrow Account in accordance with the Escrow Agreement and distributions pursuant to Section 3.33.4(c), and the Certificate so surrendered shall forthwith be canceled. Following any receipt of an Excess Payment, the Exchange Agent will deliver to each holder of surrendered Certificates, such holder’s pro rata portion thereof; provided, that if the Exchange Agent receives an Excess Payment prior to receipt of surrendered Certificates, then payment of the portion thereof applicable to such unsurrendered Certificates shall be made at the same time as payment of the balance of the applicable Merger Consideration or Warrant Payment (as applicable) upon surrender thereof. No interest will shall be paid or accrued on any Applicable Merger Consideration or Warrant Payment (as applicable) any distributions payable pursuant to holders of CertificatesSection 3.4(c). In the event of a transfer of ownership of shares of Company Capital Stock or Warrants MLP Common Units that is not registered in the transfer records of the CompanyMLP, the portion of the Applicable Merger Consideration or Warrant Payment (as applicable) payable in respect of such shares of Company Capital Stock or Warrants MLP Common Units may be issued paid to a transferee transferee, if the Certificate representing such shares of Company Capital Stock or Warrants MLP Common Units is presented to the Exchange Agent, and in the case of both certificated and book-entry MLP Common Units, accompanied by any all documents reasonably required to evidence and effect such transfer and the Person requesting such exchange shall pay to the Exchange Agent in advance any transfer or other Taxes required by evidence reason of the delivery of the Applicable Merger Consideration in any name other than that any applicable stock transfer of the record holder of such MLP Common Units, or shall establish to the satisfaction of the Exchange Agent that such Taxes have been paidpaid or are not payable. Until surrendered such required documentation has been delivered and Certificates, if any, have been surrendered, as contemplated by this Section 3.13.4(b), each Certificate shall, subject to Section 3.2, shall be deemed at any time after the Effective Time to represent only the right to receive upon such delivery and surrender the portion of the Applicable Merger Consideration or Warrant Payment (as applicable) payable in respect of MLP Units, distributions pursuant to Section 3.4(c), and (without the necessity of such Certificate as set forth in surrender) any cash or distributions to which such holder is entitled pursuant to Section 2.63.2.

Exchange Procedures. Subject to Section 3.1(c), promptly following the Effective Time (but in no event later than two (2) Business Days following Promptly after the Effective Time), Parent the Surviving Corporation shall instruct the Exchange Agent cause to mail be mailed to each holder of record of a certificate or certificates which that immediately prior to the Effective Time represented outstanding shares of Company Capital Target Preferred Stock or Warrants (the “Certificates”) ), whose shares were converted into the right to receive the Series C Per Share Upfront Merger Consideration or the Junior Preferred Per Share Upfront Merger Consideration, as applicable, cash in lieu of fractional shares, and the Series C Per Share Escrow Consideration or the Junior Preferred Per Share Escrow Consideration, as applicable, pursuant to Section 1.6 and in accordance with ARTICLE VII and the Escrow Agreement: (Ai) a letter of transmittal substantially transmittal, in the form attached hereto as Exhibit C (“Letter of Transmittal”)customary form, which shall specify (A) that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery receipt of the Certificates to by the Exchange Agent and shall be in customary form reasonably satisfactory to Parent and the Equityholders’ RepresentativeAgent, and (B) that receipt of the Series C Per Share Upfront Merger Consideration or the Junior Preferred Per Share Upfront Merger Consideration, as applicable, cash in lieu of fractional shares, the Series C Per Share Escrow Consideration or the Junior Preferred Per Share Escrow Consideration, as applicable, and the Per Share Escrow Cash Consideration shall be contingent upon such holder executing a Lock-Up Agreement, substantially in the form attached hereto as Exhibit A; (ii) instructions for use in effecting the surrender of the Certificates in exchange for the portion of the Series C Per Share Upfront Merger Consideration or Warrant Payment (the Junior Preferred Per Share Upfront Merger Consideration, as applicable, cash in lieu of fractional shares and the right to receive the Series C Per Share Escrow Consideration or the Junior Preferred Per Share Escrow Consideration, as applicable, and the Per Share Escrow Cash Consideration; and (iii) receivable in respect of such Certificatesother customary documents as may be required pursuant to such instructions. Upon surrender of a Certificate for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by Parent, together with such Letter letter of Transmittaltransmittal and other documents, properly duly completed and duly executed, and such other documents as may be required pursuant to such instructionsvalidly executed in accordance with the instructions thereto, the holder of such Certificate shall be entitled to receive in exchange therefor therefor: (i) a certificate evidencing the portion of the Per Share Upfront Merger Consideration or Warrant Payment (as applicable) to which such holder has the right is entitled pursuant to receive Section 1.6; (ii) any dividends or other distributions to which such holder is entitled pursuant to Section 1.7(c); and (iii) cash (without interest) in respect of the fractional shares of Company Capital Stock or Warrants formerly represented by such Certificate (and the right to receive payments from the General Escrow Account and the Equityholders’ Representative Escrow Account as provided in accordance with the Escrow Agreement and Section 3.31.6(j), and the Certificate so surrendered shall forthwith be canceled. Following any receipt of an Excess Payment, the Exchange Agent will deliver to each holder of surrendered Certificates, such holder’s pro rata portion thereof; provided, that if the Exchange Agent receives an Excess Payment prior to receipt of surrendered Certificates, then payment of the portion thereof applicable to such unsurrendered Certificates shall be made at the same time as payment of the balance of the applicable Merger Consideration or Warrant Payment (as applicable) upon surrender thereof. No interest will be paid or accrued on any Merger Consideration or Warrant Payment (as applicable) payable to holders of Certificates. In the event of a transfer of ownership of shares of Company Capital Stock or Warrants that is not registered in the transfer records of the Company, the portion of the Merger Consideration or Warrant Payment (as applicable) payable in respect of such shares of Company Capital Stock or Warrants may be issued to a transferee if the Certificate representing such shares of Company Capital Stock or Warrants is presented to the Exchange Agent, accompanied by any documents reasonably required to evidence and effect such transfer and by evidence that any applicable stock transfer Taxes have been paid. Until surrendered as contemplated by this Section 3.1, each Certificate shall, subject to Section 3.2, be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the portion of the Merger Consideration or Warrant Payment (as applicable) payable in respect of such Certificate as set forth in Section 2.6.

Exchange Procedures. Subject (a) An Ares Operating Group Limited Partner may exercise the right to Section 3.1(c), promptly following the Effective Time (but in no event later than two (2) Business Days following the Effective Time), Parent shall instruct the Exchange Agent to mail to each holder exchange Ares Operating Group Units by providing a written notice of record of a certificate or certificates which immediately exchange at least 60 days prior to the Effective Time represented outstanding shares applicable Quarterly Exchange Date or Other Exchange Date (or if such Ares Operating Group Limited Partner or a partner in Ares Owners may deliver notice of Company Capital Stock a Redemption and Exchange Transaction no later than five Business Days prior to such Redemption and Exchange Transaction (including pursuant to Section 10.3(c)(iii) of the Ares Owners Partnership Agreement), at least three days prior to the applicable Quarterly Exchange Date or Warrants (Other Exchange Date) to the “Certificates”) (A) a letter of transmittal Exchanging Counterparty substantially in the form attached hereto of Exhibit A or Exhibit B hereto, as Exhibit C (“Letter applicable, duly executed by such holder or such holder’s duly authorized attorney in respect of Transmittal”)the Ares Operating Group Units to be exchanged, which shall specify in each case, delivered during normal business hours at the principal executive offices of the Exchange Counterparty; provided that delivery shall be effectedAres Owners may exercise any such right, and risk deliver any such written notice, with respect to Ares Operating Group Units to be transferred to one or more partners of loss and title Ares Owners. (b) As promptly as practicable following the surrender for exchange of the Ares Operating Group Units in the manner provided in this Article II, unless the Exchange Counterparty elects to deliver cash to such exchanging Ares Operating Group Limited Partner in lieu of consummating an Exchange, the Exchange Counterparty shall deliver or cause to be delivered at the offices of the then-acting Transfer Agent or, if there is no then-acting Transfer Agent, at the principal executive offices of the Issuer, the number of Common Units issuable upon such Exchange, registered in the name of such exchanging Ares Operating Group Limited Partner, or its nominee. If the Common Units are settled through the facilities of The Depository Trust Company, the Exchange Counterparty will, subject to Section 2.2(c) below, upon the written instruction of the exchanging Ares Operating Group Limited Partner deliver the Common Units deliverable to such exchanging Ares Operating Group Limited Partner, through the facilities of The Depository Trust Company, to the Certificates shall pass, only upon proper delivery account of the Certificates to the Exchange Agent and shall be in customary form reasonably satisfactory to Parent participant of The Depository Trust Company designated by such exchanging Ares Operating Group Limited Partner. The Issuer General Partner and the Equityholders’ RepresentativeIssuer shall take such actions as may be required to ensure the performance by the Ares Operating Group Entities of their respective obligations under this Article II, including causing the issuance and (B) instructions sale of Common Units to or for use in effecting the surrender account of the Certificates Ares Operating Group Entities in exchange for the portion delivery to the Issuer of a number of Ares Operating Group Units that is equal to the number of Ares Operating Group Units surrendered by an exchanging Ares Operating Group Limited Partner. (c) The Ares Operating Group Entities, on the one hand, and each exchanging Ares Operating Group Limited Partner, on the other hand, shall bear their own expenses in connection with the consummation of any Exchange, whether or not any such Exchange is ultimately consummated, except that the Ares Operating Group Entities shall bear any transfer taxes, stamp taxes or duties, or other similar taxes in connection with, or arising by reason of, any such Exchange; provided that if any Common Units are to be delivered in a name other than that of the Merger Consideration exchanging Ares Operating Group Limited Partner that requested such Exchange (other than in the name of The Depository Trust Company or Warrant Payment (as applicable) receivable its nominee), then such Ares Operating Group Limited Partner or the Person in respect of whose name such Certificates. Upon surrender of a Certificate for cancellation Common Units are to be delivered shall pay to the Ares Operating Group Entities the amount of any transfer taxes, stamp taxes or duties, or other similar taxes in connection with, or arising by reason of, such Exchange Agent together with or shall establish to the reasonable satisfaction of the Ares Operating Group Entities that such Letter tax has been paid or is not payable. (d) The Ares Operating Group Entities may adopt reasonable procedures for the implementation of Transmittalthe exchange, properly completed and duly executedsale or redemption provisions set forth in this Article II, and such other documents as including procedures for the giving of notice of an election for exchange. An Ares Operating Group Limited Partner may not revoke a notice of exchange delivered pursuant to Section 2.2(a) above without the consent of the Exchange Counterparty which consent may be required pursuant provided or withheld, or made subject to such instructionsconditions, limitations or restrictions, as determined by the holder of Exchange Counterparty in its sole discretion. Nothing in this Agreement shall obligate the Exchange Counterparty to treat any Ares Operating Group Limited Partners alike, whether or not such Certificate shall be entitled to receive in exchange therefor the portion of the Merger Consideration or Warrant Payment (as applicable) which such holder has the right to receive in respect of the shares of Company Capital Stock or Warrants formerly represented by such Certificate (and the right to receive payments from the General Escrow Account and the Equityholders’ Representative Escrow Account in accordance with the Escrow Agreement and Section 3.3)Ares Operating Group Limited Partners are similarly situated, and the Certificate so surrendered shall forthwith be canceled. Following exercise of any receipt of an Excess Payment, power or discretion by the Exchange Agent will deliver Counterparty in the case of any Ares Operating Group Limited Partner shall not create any obligation on the part of the Issuer or the Issuer General Partner to take any similar action in the case of any other Ares Operating Group Limited Partner, it being understood that any power or discretion conferred upon the Exchange Counterparty shall be treated as having been so conferred as to each holder of surrendered Certificates, such holder’s pro rata portion thereof; provided, that if the Exchange Agent receives an Excess Payment prior to receipt of surrendered Certificates, then payment of the portion thereof applicable to such unsurrendered Certificates shall be made at the same time as payment of the balance of the applicable Merger Consideration or Warrant Payment (as applicable) upon surrender thereof. No interest will be paid or accrued on any Merger Consideration or Warrant Payment (as applicable) payable to holders of Certificates. In the event of a transfer of ownership of shares of Company Capital Stock or Warrants that is not registered in the transfer records of the Company, the portion of the Merger Consideration or Warrant Payment (as applicable) payable in respect of such shares of Company Capital Stock or Warrants may be issued to a transferee if the Certificate representing such shares of Company Capital Stock or Warrants is presented to the Exchange Agent, accompanied by any documents reasonably required to evidence and effect such transfer and by evidence that any applicable stock transfer Taxes have been paid. Until surrendered as contemplated by this Section 3.1, each Certificate shall, subject to Section 3.2, be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the portion of the Merger Consideration or Warrant Payment (as applicable) payable in respect of such Certificate as set forth in Section 2.6Ares Operating Group Limited Partner separately.

Exchange Procedures. Subject to Section 3.1(c), promptly following As soon as reasonably practicable after the Effective Time (but in no event later than two (2) Business Days following the Initial Holdco Merger Effective Time), Parent shall instruct the Exchange Agent to shall, and Marriott shall cause the Exchange Agent to, mail to each holder of record of a certificate or certificates which that immediately prior to the Starwood Merger Effective Time represented outstanding shares of Company Capital Starwood Common Stock or Warrants whose shares were converted into the right to receive the Starwood Merger Consideration (a “Certificate”), which, by virtue of the “Certificates”) Initial Holdco Merger, was subsequently converted into the right to receive the Merger Consideration, (Ai) a letter of transmittal substantially in the form attached hereto as Exhibit C (“Letter of Transmittal”), which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Exchange Agent Agent, and which shall be in customary such form reasonably satisfactory to Parent and have such other provisions as Marriott and the Equityholders’ Representative, Exchange Agent may reasonably specify) and (Bii) instructions for use in effecting the surrender of the Certificates in exchange for the portion of the Merger Consideration or Warrant Payment (as applicable) receivable in respect of such CertificatesConsideration. Upon surrender of a Certificate for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by Marriott, together with such Letter letter of Transmittaltransmittal, properly completed and duly executed, and such other documents as may reasonably be required pursuant to such instructionsby Marriott or the Exchange Agent, the holder of such Certificate shall be entitled to receive in exchange therefor the portion of the Merger Consideration or Warrant Payment (as applicable) which that such holder has the right to receive in respect pursuant to the provisions of the shares of Company Capital Stock or Warrants formerly represented by such Certificate (and the right to receive payments from the General Escrow Account and the Equityholders’ Representative Escrow Account in accordance with the Escrow Agreement and Section 3.3)this Article II, and the Certificate so surrendered shall forthwith be canceled. Following any receipt of an Excess PaymentPromptly after the Initial Holdco Merger Effective Time, Marriott shall cause the Exchange Agent will deliver to issue and send to each holder of surrendered Certificatesuncertificated shares of Starwood Common Stock represented by book entry that were converted into the right to receive the Starwood Merger Consideration (“Book-Entry Shares”), which, by virtue of the Initial Holdco Merger were subsequently converted into the right to receive the Merger Consideration, the Merger Consideration that such holder’s pro rata portion thereof; providedholder has the right to receive pursuant to the provisions of this Article II, that if without such holder being required to deliver a Certificate or an executed letter of transmittal to the Exchange Agent receives an Excess Payment prior to receipt of surrendered CertificatesAgent, then payment of the portion thereof applicable to and such unsurrendered Certificates Book-Entry Shares shall forthwith be made at the same time as payment of the balance of the applicable Merger Consideration or Warrant Payment (as applicable) upon surrender thereofcancelled. No interest will be paid or accrued on If any Merger Consideration or Warrant Payment (as applicable) payable to holders of Certificates. In the event of a transfer of ownership of shares of Company Capital Stock or Warrants that is not registered in the transfer records of the Company, the portion of the Merger Consideration is to be registered in the name of or Warrant Payment (as applicable) payable in respect of such shares of Company Capital Stock or Warrants may be issued paid to a transferee if person other than the person in whose name the applicable surrendered Certificate representing is registered, it shall be a condition to such shares registration or payment that the surrendered Certificate shall be properly endorsed or otherwise be in proper form for transfer and the person requesting such registration or payment of Company Capital Stock or Warrants is presented the Merger Consideration shall pay to the Exchange Agent, accompanied Agent any transfer or other Taxes required by any documents reasonably required reason of such registration in the name of or payment to evidence and effect a person other than the registered holder of such transfer and by evidence Certificate or establish to the reasonable satisfaction of the Exchange Agent that any applicable stock transfer Taxes have such Tax has been paidpaid or is not applicable. Until surrendered or cancelled as contemplated by this Section 3.12.2, each Certificate shall, subject to Section 3.2, or Book-Entry Share shall be deemed at any time after the Initial Holdco Merger Effective Time to represent only the right to receive upon such surrender or cancellation the portion Merger Consideration. No interest shall be paid or shall accrue for the benefit of holders of Certificates or Book-Entry Shares on the Merger Consideration payable upon the surrender or Warrant Payment (as applicable) payable in respect cancellation of such Certificate as set forth in Section 2.6Certificates or Book-Entry Shares.

Exchange Procedures. Subject (a) Buyer shall designate an exchange agent, reasonably acceptable to Section 3.1(c)Seller, promptly following to act as agent (the Effective Time (but in no event "Exchange Agent") for purposes of conducting the exchange procedure as described herein. No later than two (2) Business Days five business days following the Effective Time), Parent Buyer shall instruct cause the Exchange Agent to mail or make available to each holder of record of a certificate or certificates which immediately prior to the Effective Time represented issued and outstanding shares of Company Capital Seller Common Stock or Warrants (the “"Certificates”) ") (Ai) a notice and letter of transmittal substantially in the form attached hereto as Exhibit C (“Letter of Transmittal”), which shall specify that delivery shall be effected, effected and risk of loss and title to the Certificates shall pass, pass only upon proper delivery of such Certificates to the Exchange Agent) advising such holder of the effectiveness of the Corporate Merger and the procedure for surrendering to the Exchange Agent such Certificate or Certificates in exchange for the Merger Consideration. (b) At or prior to the Effective Time, Buyer shall deliver to the Exchange Agent an amount of cash equal to the aggregate Merger Consideration. (c) Each holder of an outstanding Certificate or Certificates (other than holders of Dissenting Shares) who surrenders such Certificate or Certificates to the Exchange Agent and shall will, upon acceptance thereof by the Exchange Agent, be in customary form reasonably satisfactory entitled to Parent and the Equityholders’ Representative, and (B) instructions for use in effecting the surrender of the Certificates in exchange for the portion of the Merger Consideration or Warrant Payment (for each share represented by the Certificate(s). The Exchange Agent shall accept such Certificates upon compliance with such reasonable terms and conditions as applicable) receivable the Exchange Agent may impose to effect an orderly exchange thereof in respect of such Certificatesaccordance with normal exchange practices. Upon surrender of a Each outstanding Certificate for cancellation which is not surrendered to the Exchange Agent together in accordance with such Letter the procedures provided for herein shall, except as otherwise herein provided, until duly surrendered to the Exchange Agent be deemed to evidence ownership of Transmittalonly the right to receive the Merger Consideration for each share represented by the Certificate. (d) The Exchange Agent shall not be obligated to deliver the Merger Consideration until the holder surrenders the Certificate or Certificates as provided in this Section 2.6, properly completed or, in default thereof, an appropriate affidavit of loss and duly executed, and such other documents indemnity agreement and/or a bond as may be required pursuant in each case by the Exchange Agent. If any check is to such instructionsbe issued in a name other than that in which the Certificate is registered, the holder of such Certificate it shall be entitled to receive in exchange therefor the portion a condition of the Merger Consideration or Warrant Payment (as applicable) which such holder has the right to receive in respect of the shares of Company Capital Stock or Warrants formerly represented by such Certificate (and the right to receive payments from the General Escrow Account and the Equityholders’ Representative Escrow Account in accordance with the Escrow Agreement and Section 3.3), and issuance thereof that the Certificate so surrendered shall forthwith be canceled. Following any receipt properly endorsed or accompanied by an executed form of an Excess Payment, assignment separate from the Certificate and otherwise in proper form for transfer and that the person requesting such exchange pay to the Exchange Agent will deliver to each any transfer or other tax required by reason of the issuance of a check in any name other than that of the registered holder of the certificate surrendered Certificates, such holder’s pro rata portion thereof; provided, that if or otherwise establish to the satisfaction of the Exchange Agent receives an Excess Payment prior to receipt of surrendered Certificates, then payment of the portion thereof applicable to that such unsurrendered Certificates shall be made at the same time as payment of the balance of the applicable Merger Consideration or Warrant Payment (as applicable) upon surrender thereof. No interest will be tax has been paid or accrued on any Merger Consideration or Warrant Payment (as applicable) payable to holders of Certificates. In the event of a transfer of ownership of shares of Company Capital Stock or Warrants that is not registered in the transfer records of the Company, the payable. (e) Any portion of the Merger Consideration or Warrant Payment (as applicable) payable in respect of such shares of Company Capital Stock or Warrants may be issued to a transferee if the Certificate representing such shares of Company Capital Stock or Warrants is presented cash delivered to the Exchange Agent, accompanied Agent by any documents reasonably required to evidence and effect such transfer and by evidence that any applicable stock transfer Taxes have been paid. Until surrendered as contemplated by this Section 3.1, each Certificate shall, subject Buyer pursuant to Section 3.2, be deemed at any time 2.6(b) that remains unclaimed by the shareholders of Seller for six months after the Effective Time Closing Date shall be delivered by the Exchange Agent to represent Buyer. Any shareholders of Seller who have not theretofore complied with Section 2.6(c) shall thereafter look only the right to receive upon such surrender the portion of Buyer for the Merger Consideration Consideration. If outstanding Certificates are not surrendered or Warrant Payment (as applicable) payable in respect the payment for them is not claimed prior to the date on which such payment would otherwise escheat to or become the property of such Certificate as set forth in Section 2.6.any

Exchange Procedures. Subject to Section 3.1(c), promptly following the Effective Time (but in no event later than two (2) Business Days following Promptly after the Effective Time), Parent TLLP shall instruct cause the Exchange Agent to mail to each holder Holder, as of record of a certificate or certificates which immediately prior to the Effective Time represented outstanding shares Time, of Company Capital Stock or Warrants QEPM Common Units (the “Certificates”) (Aother than QEP Field Services) a form of letter of transmittal substantially in (the form attached hereto as Exhibit C (“Letter of Transmittal”), ) (which shall specify that delivery shall be effected, and risk of loss and title to the QEPM Certificates or Book‑Entry QEPM Common Units shall pass, only upon proper delivery of the QEPM Certificates to the Exchange Agent or, in the case of Book-Entry QEPM Common Units, upon adherence to the procedures set forth in the Letter of Transmittal, and which shall have such other provisions as may be necessary for the Holders of QEPM Common Units to be admitted to TLLP as limited partners of TLLP and which shall be in customary such form and have such other provisions as TLLP General Partner and QEPM General Partner may reasonably satisfactory to Parent specify) and the Equityholders’ Representative, and (B) instructions for use in effecting the surrender Surrender of the such QEPM Certificates or Book-Entry QEPM Common Units in exchange for the portion of the Merger Consideration or Warrant Payment (as applicable) receivable in TLLP Common Units, together with any distributions with respect of such Certificatesthereto and any Fractional Unit Payment. Upon surrender of a Certificate for cancellation Surrender to the Exchange Agent of such QEPM Certificates or Book-Entry QEPM Common Units, together with such properly completed and duly executed Letter of Transmittal, properly completed the Holder of a QEPM Certificate or Book-Entry QEPM Common Units shall be entitled to (i) the number of full TLLP Common Units (which shall be in uncertificated book-entry form unless a physical certificate is requested) that the QEPM Certificates or Book-Entry QEPM Common Units Surrendered shall have been converted into the right to receive pursuant to this Agreement and (ii) the Fractional Unit Payment, if any, payable in redemption of any fractional TLLP Common Unit otherwise issuable. The instructions for effecting the Surrender of QEPM Certificates shall set forth procedures that must be taken by the Holder of any QEPM Certificate that has been lost, destroyed or stolen. It shall be a condition to the right of such Holder of a QEPM Certificate to receive TLLP Common Units and the Fractional Unit Payment, if any, that the Exchange Agent shall have received, along with the Letter of Transmittal, a duly executedexecuted lost certificate affidavit, including an agreement to indemnify TLLP, signed exactly as the name or names of the registered Holder or Holders appeared on the books of QEPM immediately prior to the Effective Time, together with a customary bond and such other documents as TLLP may be required pursuant to such instructionsreasonably require in connection therewith. After the Effective Time, the holder of such Certificate there shall be entitled no further transfer on the records of QEPM or its transfer agent of QEPM Certificates or Book-Entry QEPM Common Units; and if such QEPM Certificates or Book-Entry QEPM Common Units are presented to receive in exchange therefor the portion QEPM or its transfer agent for transfer, they shall be canceled against delivery of the Merger Consideration or Warrant TLLP Common Units and any Fractional Unit Payment (as applicable) which such holder has the right to receive in respect of the shares of Company Capital Stock or Warrants formerly represented by such Certificate (and the right to receive payments from the General Escrow Account and the Equityholders’ Representative Escrow Account in accordance with the Escrow Agreement and Section 3.3), and the Certificate so surrendered shall forthwith be canceled. Following any receipt of an Excess Payment, the Exchange Agent will deliver to each holder of surrendered Certificates, such holder’s pro rata portion thereof; hereinabove provided, that if the Exchange Agent receives an Excess Payment prior to receipt of surrendered Certificates, then payment of the portion thereof applicable to such unsurrendered Certificates shall be made at the same time as payment of the balance of the applicable Merger Consideration or Warrant Payment (as applicable) upon surrender thereof. No interest will be paid or accrued on any Merger Consideration or Warrant Payment (as applicable) payable to holders of Certificates. In the event of a transfer of ownership of shares of Company Capital Stock or Warrants that is not registered in the transfer records of the Company, the portion of the Merger Consideration or Warrant Payment (as applicable) payable in respect of such shares of Company Capital Stock or Warrants may be issued to a transferee if the Certificate representing such shares of Company Capital Stock or Warrants is presented to the Exchange Agent, accompanied by any documents reasonably required to evidence and effect such transfer and by evidence that any applicable stock transfer Taxes have been paid. Until surrendered Surrendered as contemplated by this Section 3.12.1(h), each QEPM Certificate shall, subject to Section 3.2, or Book-Entry QEPM Common Unit shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender Surrender the portion of the Merger Consideration TLLP Common Units, together with any distributions with respect thereto, and any Fractional Unit Payment, as contemplated by this Section 2.1. No interest will be paid or Warrant Payment (as applicable) payable in respect of such Certificate as set forth in Section 2.6will accrue on any Fractional Unit Payment.

Exchange Procedures. Subject to Section 3.1(c), (a) As promptly following as practicable after the Effective Time (Time, but in no event later than two ten (210) Business Days following the Effective Time)days thereafter, Parent shall instruct cause the Exchange Agent to mail to each holder of record of a certificate or certificates which person who was, immediately prior to the Effective Time represented outstanding Time, a holder of record of one or more Old Certificates representing shares of Company Capital Stock or Warrants (the “Certificates”) (A) Common Stock, a form of letter of transmittal substantially in the form attached hereto as Exhibit C (“Letter of Transmittal”), which shall specify that delivery shall be effected, and risk of loss and title to the Old Certificates shall pass, only upon proper delivery of the Old Certificates to the Exchange Agent Agent) and shall be in customary form reasonably satisfactory to Parent and the Equityholders’ Representative, and (B) instructions for use in effecting the surrender of the Old Certificates in exchange for certificates representing the number of whole Parent Common Shares, any cash in lieu of fractional shares and the cash portion of the Merger Consideration which the shares of Company Common Stock represented by such Old Certificate or Warrant Payment (Old Certificates shall have been converted into the right to receive pursuant to this Agreement as applicable) receivable well as any dividends or distributions to be paid in respect of such Certificatesthereof pursuant to Section 2.3(b). Upon From and after the Effective Time, upon proper surrender of a an Old Certificate or Old Certificates for exchange and cancellation to the Exchange Agent Agent, together with such Letter of Transmittal, properly completed and letter of transmittal, duly executed, and such other documents as may be required pursuant to such instructions, the holder of such Old Certificate or Old Certificates shall be entitled to receive in exchange therefor therefor, subject to Section 2.2, (i) a New Certificate representing that number of whole Parent Common Shares to which such holder of Company Common Stock shall have become entitled pursuant to the provisions of Article I and (ii) a check representing the amount of (A) the cash portion of the Merger Consideration or Warrant Payment (as applicable) which such holder has the right to receive in respect of the shares Old Certificate or Old Certificates surrendered pursuant to the provisions of Company Capital Stock or Warrants formerly represented by this Article II, (B) any cash in lieu of a fractional share which such Certificate (and holder has the right to receive payments from in respect of the General Escrow Account Old Certificate or Old Certificates surrendered pursuant to the provisions of this Article II, and (C) and dividends or distributions that the Equityholders’ Representative Escrow Account holder presenting such Old Certificates is entitled to, as provided in accordance with the Escrow Agreement and Section 3.3)this Article II, and the Old Certificate or Old Certificates so surrendered shall forthwith be canceled. Following any receipt of an Excess Payment, the Exchange Agent will deliver to each holder of surrendered Certificates, such holder’s pro rata portion thereof; provided, that if the Exchange Agent receives an Excess Payment prior to receipt of surrendered Certificates, then payment of the portion thereof applicable to such unsurrendered Certificates shall be made at the same time as payment of the balance of the applicable Merger Consideration or Warrant Payment (as applicable) upon surrender thereofcancelled. No interest will be paid or accrued on with respect to any Merger Consideration or Warrant Payment (as applicable) payable property to holders be delivered upon surrender of Old Certificates. In the event of a transfer of ownership of shares of Company Capital Stock or Warrants that is not registered in the transfer records of the Company, the portion of the Merger Consideration or Warrant Payment (as applicable) payable in respect of such shares of Company Capital Stock or Warrants may be issued to a transferee if the Certificate representing such shares of Company Capital Stock or Warrants is presented to the Exchange Agent, accompanied by any documents reasonably required to evidence and effect such transfer and by evidence that any applicable stock transfer Taxes have been paid. Until surrendered as contemplated by this Section 3.12.3, each Old Certificate shall, subject to Section 3.2, shall be deemed at any time after the Effective Time to represent only the right to receive receive, upon such surrender the portion of surrender, the Merger Consideration and any cash in lieu of fractional shares or Warrant Payment in respect of dividends or distributions as contemplated by this Section 2.3. (as applicableb) No dividends or other distributions declared with respect to Parent Common Shares shall be paid to the holder of any unsurrendered Old Certificate until the holder thereof shall surrender such Old Certificate in accordance with this Article II. After the surrender of an Old Certificate in accordance with this Article II, the record holder thereof shall be entitled to receive any such dividends or other distributions, without any interest thereon, which theretofore had become payable with respect to the whole Parent Common Shares which the shares of Company Common Stock represented by such Old Certificate have been converted into the right to receive. (c) If any New Certificate representing Parent Common Shares is to be issued in a name other than that in which the Old Certificate or Old Certificates surrendered in exchange therefor is or are registered, it shall be a condition of the issuance thereof that the Old Certificate or Old Certificates so surrendered shall be properly endorsed (or accompanied by an appropriate instrument of transfer) and otherwise in proper form for transfer, and that the person requesting such exchange shall pay to the Exchange Agent in advance any transfer or other similar Taxes required by reason of the issuance of a New Certificate representing Parent Common Shares in any name other than that of the registered holder of the Old Certificate or Old Certificates surrendered, or required for any other reason, or shall establish to the satisfaction of the Exchange Agent that such Tax has been paid or is not payable. (d) After the Effective Time, there shall be no transfers on the stock transfer books of Company of the shares of Company Common Stock that were issued and outstanding immediately prior to the Effective Time. (e) Notwithstanding anything to the contrary contained herein, no New Certificates or scrip representing fractional Parent Common Shares shall be issued upon the surrender for exchange of Old Certificates, no dividend or distribution with respect to Parent Common Shares shall be payable on or with respect to any fractional share, and such fractional share interests shall not entitle the owner thereof to vote or to any other rights of a shareholder of Parent. In lieu of the issuance of any such fractional share, Parent shall pay to each former stockholder of Company who otherwise would be entitled to receive such fractional share an amount in cash (rounded to the nearest cent) determined by multiplying (i) the volume-weighted average trading price of one Parent Common Share for the ten (10) day period in which both the Canadian and U.S. Markets are open for trading ending on the last such day immediately preceding the Closing Date, calculated using both Canadian and U.S. trading prices and volumes during normal market hours and assuming in respect of such trading prices on the TSX, for each trading day, the Bank of Canada daily noon Canada/U.S. exchange rate for the Canadian calculations (the “Parent Share Closing Price”) by (ii) the fraction of a Parent Common Share (rounded to the nearest thousandth when expressed in decimal form) to which such holder would otherwise be entitled (after taking into account all shares of Company Common Stock owned by such holder as of immediately prior to the Effective Time). (f) Any portion of the Exchange Fund that remains unclaimed by the stockholders of Company for one (1) year after the Effective Time shall be paid to the Surviving Corporation. Any former stockholders of Company who have not theretofore exchanged their Old Certificates pursuant to this Article II shall thereafter look only to the Surviving Corporation for payment of the Merger Consideration, cash in lieu of any fractional shares and any unpaid dividends and distributions on the Parent Common Shares deliverable in respect of each former share of Company Common Stock such stockholder holds as determined pursuant to this Agreement, in each case, without any interest thereon. Notwithstanding the foregoing, none of Parent, Company, the Surviving Corporation, the Exchange Agent or any other person shall be liable to any former holder of shares of Company Common Stock for any amount delivered in good faith to a public official pursuant to applicable abandoned property, escheat or similar laws. (g) Parent shall be entitled to deduct and withhold, or cause Holdco, Company or the Exchange Agent to deduct and withhold, from the cash portion of the aggregate Merger Consideration, any cash in lieu of fractional Parent Common Shares, cash dividends or distributions payable pursuant to this Section 2.3 or any other cash amounts otherwise payable pursuant to this Agreement to any holder of Company Common Stock such amounts as it 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 Parent, Holdco, Company or the Exchange Agent, as the case may be, and paid over to the appropriate governmental authority, the withheld amounts shall be treated for all purposes of this Agreement as having been paid to the holder of Company Common Stock in respect of which the deduction and withholding was made by Parent, Holdco, Company or the Exchange Agent, as the case may be. (h) In the event any Old Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming such Old Certificate to be lost, stolen or destroyed and, if required by Parent, the posting by such person of a bond in such amount as set forth Parent may determine is reasonably necessary as indemnity against any claim that may be made against it with respect to such Old Certificate, the Exchange Agent will issue in Section 2.6exchange for such lost, stolen or destroyed Old Certificate the Merger Consideration and any cash in lieu of fractional shares and dividends or distributions deliverable in respect thereof pursuant to this Agreement.

Exchange Procedures. Subject to Section 3.1(c), promptly following (i) As soon as reasonably practicable after the Effective Time (but in no event later than two (2) Business Days following the Company Merger Effective Time), Parent shall instruct cause the Exchange Agent to mail (and to make available for collection by hand) to each holder of record of a certificate Certificate (or certificates which immediately prior to the Effective Time represented outstanding shares affidavit of Company Capital Stock or Warrants (the “Certificates”loss in lieu thereof) (A) a letter of transmittal substantially in the form attached hereto as Exhibit C (a “Letter of Transmittal”), in customary form as prepared by Parent and reasonably acceptable to the Company, which shall specify specify, among other things, that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates (or affidavits of loss in lieu thereof) to the Exchange Agent and shall be in customary form reasonably satisfactory to Parent and the Equityholders’ RepresentativeAgent, and (B) instructions for use in effecting the surrender of the Certificates in exchange for the portion of the applicable Merger Consideration into which the number of Company Common Shares or Warrant Payment (as applicable) receivable Company Series D Preferred Shares previously evidenced by such Certificate shall have been converted pursuant to this Agreement and the Company Merger, together with any amounts payable in respect of such Certificates. the Fractional Share Consideration in accordance with Section 3.8 and dividends or other distributions on shares of Parent Common Stock or New Parent Preferred Stock in accordance with Section 3.4(e). (ii) Upon surrender of a Certificate for cancellation (or affidavit of loss in lieu thereof) to the Exchange Agent Agent, together with such a properly completed and validly executed Letter of Transmittal, properly completed and duly executed, and such other documents as may reasonably be required pursuant to such instructionsby the Exchange Agent, the holder of such Certificate shall be entitled to receive in exchange therefor the portion of the applicable Merger Consideration for each Company Common Share or Warrant Payment (as applicable) which Company Series D Preferred Share formerly evidenced by such Certificate pursuant to the provisions of this Article 3 plus any Fractional Share Consideration that such holder has the right to receive pursuant to the provisions of Section 3.8 and any amounts that such holder has the right to receive in respect of the dividends or other distributions on shares of Company Capital Parent Common Stock or Warrants formerly represented New Parent Preferred Stock in accordance with Section 3.4(e), by mail or by wire transfer after the Exchange Agent’s receipt of such Certificate (or affidavit of loss in lieu thereof) and the right to receive payments from the General Escrow Account and the Equityholders’ Representative Escrow Account in accordance with the Escrow Agreement and Section 3.3)Letter of Transmittal, and the Certificate (or affidavit of loss in lieu thereof) so surrendered so transferred, as applicable, shall be forthwith be canceledcancelled. Following any receipt The Exchange Agent shall accept such Certificates (or affidavits of an Excess Payment, loss in lieu thereof) upon compliance with such reasonable terms and conditions as the Exchange Agent will deliver may impose to each holder of surrendered Certificates, such holder’s pro rata portion thereof; provided, that if the Exchange Agent receives effect an Excess Payment prior to receipt of surrendered Certificates, then payment of the portion orderly exchange thereof applicable to such unsurrendered Certificates shall be made at the same time as payment of the balance of the applicable Merger Consideration or Warrant Payment (as applicable) upon surrender thereofin accordance with customary exchange practices. No interest will shall be paid or accrued for the benefit of holders of the Certificates on any the applicable Merger Consideration, the Fractional Share Consideration or Warrant Payment (as applicableany distributions to which such holder is entitled pursuant to Section 3.4(e) payable to holders upon the surrender of the Certificates. In the event of a transfer of ownership of shares of Company Capital Stock Common Shares or Warrants Company Series D Preferred Shares that is not registered in the transfer records of the Company, it shall be a condition of payment that any Certificate surrendered or transferred in accordance with the portion procedures set forth in this Section 3.4 shall be properly endorsed or shall be otherwise in proper form for transfer, and that the Person requesting such payment shall have provided all documents required to evidence that any applicable Transfer Taxes and other similar Taxes required by reason of the payment of the applicable Merger Consideration to a Person other than the registered holder of the Certificate surrendered have been paid, or shall have established to the reasonable satisfaction of Parent and the Exchange Agent that such Taxes are not applicable. (iii) Any holder of Book-Entry Shares shall not be required to deliver an executed Letter of Transmittal to the Exchange Agent to receive the applicable Merger Consideration or Warrant Payment (other amounts pursuant to the provisions of this Article 3 from Parent that such holder is entitled to receive pursuant to this Article 3 with respect to such Book-Entry Shares. Subject to receipt of any documentation as applicable) payable in respect of such shares of Company Capital Stock or Warrants may reasonably be issued to a transferee if the Certificate representing such shares of Company Capital Stock or Warrants is presented to required by the Exchange Agent, accompanied by any documents each holder of one or more Book-Entry Shares shall automatically upon the Company Merger Effective Time be entitled to receive, and Parent shall cause the Exchange Agent to pay and deliver as soon as reasonably required to evidence and effect such transfer and by evidence that any applicable stock transfer Taxes have been paid. Until surrendered as contemplated by this Section 3.1, each Certificate shall, subject to Section 3.2, be deemed at any time practicable after the Company Merger Effective Time (but in no event later than three (3) Business Days thereafter), the applicable Merger Consideration for each such Book-Entry Share pursuant to represent only the provisions of this Article 3 plus any Fractional Share Consideration that such holder has the right to receive upon pursuant to the provisions of Section 3.8 and any amounts that such surrender holder has the portion right to receive in respect of dividends or other distributions on shares of Parent Common Stock or New Parent Preferred Stock in accordance with Section 3.4(e). Payment of the applicable Merger Consideration or Warrant Payment the Fractional Share Consideration payable and any dividends and other distributions with respect to Book-Entry Shares shall only be made to the person in whose name such Book-Entry Shares are registered. No interest shall be paid or accrued for the benefit of holders of Book-Entry Shares on the applicable Merger Consideration or the Fractional Share Consideration payable and any dividends or other distributions to which such holder is entitled pursuant to Section 3.4(e). (as applicableiv) payable At the Company Merger Effective Time, holders of Company Common Shares and Company Series D Preferred Shares shall cease to be, and shall have no rights as, shareholders of the Company other than the right to receive the applicable Merger Consideration from Parent that such holder has the right to receive pursuant to the provisions of this Article 3 plus any Fractional Share Consideration that such holder has the right to receive pursuant to the provisions of Section 3.8 and any amounts that such holder has the right to receive in respect of dividends or other distributions on shares of Parent Common Stock or New Parent Preferred Stock in accordance with Section 3.4(e). The applicable Merger Consideration paid upon the surrender for exchange of Certificates (or affidavits of loss in lieu thereof) evidencing Company Common Shares or Company Series D Preferred Shares (or automatic conversion in the case of Book-Entry Shares) in accordance with the terms of this Article 3 shall be deemed to have been paid in full satisfaction of all rights and privileges pertaining to the Company Common Shares and Company Series D Preferred Shares, as applicable, theretofore evidenced by such Certificate as set forth in Section 2.6Certificates or Book-Entry Shares.

Exchange Procedures. Subject to Section 3.1(c), promptly following the Effective Time (but in no event later than two (2) Business Days following Promptly after the Effective Time), Parent shall instruct the Exchange Agent to shall mail to each holder of record of a certificate or certificates certificates, which immediately prior to before the Effective Time shall have represented outstanding shares of Company Capital Stock or Warrants (Petroglyph Common Stock, whose shares shall have been converted into the “Certificates”) (A) right to receive cash pursuant to Section 1.6(b), a letter of transmittal substantially in the form attached hereto as Exhibit C (“Letter of Transmittal”), which shall specify that delivery shall be effected, and risk of loss and title to the Certificates certificates representing such shares of Petroglyph Common Stock shall pass, only upon proper delivery of the Certificates certificates representing such shares of Petroglyph Common Stock to the Exchange Agent and shall be in customary such form and have such other provisions not inconsistent with this Agreement as the Exchange Agent may reasonably satisfactory to Parent and the Equityholders’ Representativespecify), and (B) instructions for use in effecting the surrender of the Certificates certificates representing such shares of Petroglyph Common Stock, together with a duly executed (if required) letter of transmittal, in exchange for the portion Merger Consideration. Upon surrender to the Exchange Agent of a certificate or certificates formerly representing shares of Petroglyph Common Stock and acceptance thereof by the Exchange Agent, the holder thereof shall be entitled to the amount of cash into which the number of shares of Petroglyph Common Stock formerly 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 no further transfer on the records of Petroglyph or its transfer agent of certificates representing shares of Petroglyph Common Stock and, if such certificates shall be presented to Petroglyph for transfer, they shall be canceled against delivery of the Merger Consideration allocable to the shares of Petroglyph Common Stock represented by such certificate or Warrant Payment (as applicable) receivable certificates. If any Merger Consideration is to be remitted to a name other than that in respect which the certificate for the Petroglyph Common Stock surrendered for exchange is registered, it shall be a condition of such Certificates. Upon surrender of a Certificate for cancellation to exchange that the Exchange Agent together with such Letter of Transmittal, properly completed and duly executed, and such other documents as may be required pursuant to such instructions, the holder of such Certificate certificate so surrendered shall be entitled properly endorsed, with signature guaranteed, or otherwise in proper form for transfer and that the person requesting such exchange shall pay to receive in exchange therefor Petroglyph, or its transfer agent, any transfer or other taxes required by reason of the portion payment of the Merger Consideration or Warrant Payment (as applicable) which such holder has the right to receive in respect a name other than that of the shares of Company Capital Stock or Warrants formerly represented by such Certificate (and the right to receive payments from the General Escrow Account and the Equityholders’ Representative Escrow Account in accordance with the Escrow Agreement and Section 3.3), and the Certificate so surrendered shall forthwith be canceled. Following any receipt of an Excess Payment, the Exchange Agent will deliver to each registered holder of surrendered Certificatesthe certificate surrendered, or establish to the satisfaction of Petroglyph or its transfer agent that such holder’s pro rata portion thereof; provided, that if the Exchange Agent receives an Excess Payment prior to receipt of surrendered Certificates, then payment of the portion thereof applicable to such unsurrendered Certificates tax shall be made at the same time as payment of the balance of the applicable Merger Consideration or Warrant Payment (as applicable) upon surrender thereof. No interest will be have been paid or accrued on any Merger Consideration or Warrant Payment (as shall not be applicable) payable to holders of Certificates. In the event of a transfer of ownership of shares of Company Capital Stock or Warrants that is not registered in the transfer records of the Company, the portion of the Merger Consideration or Warrant Payment (as applicable) payable in respect of such shares of Company Capital Stock or Warrants may be issued to a transferee if the Certificate representing such shares of Company Capital Stock or Warrants is presented to the Exchange Agent, accompanied by any documents reasonably required to evidence and effect such transfer and by evidence that any applicable stock transfer Taxes have been paid. Until surrendered as contemplated by this Section 3.11.9, each Certificate shall, subject to Section 3.2, certificate for shares of Petroglyph Common Stock shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the portion of the Merger Consideration allocable to the shares represented by such certificate as contemplated by Section 1.6(b). No interest will be paid or Warrant Payment (will accrue on any amount payable as applicable) payable in respect of such Certificate as set forth in Section 2.6Merger Consideration.

Exchange Procedures. Subject to Section 3.1(c), (a) As promptly following as practicable after the Effective Time Date (but in no event later than two five (25) Business Days following business days after the Effective TimeDate), Parent shall instruct the Exchange Agent to shall mail to each holder of record of an outstanding share Certificate or Certificates a certificate or certificates which immediately prior to the Effective Time represented outstanding shares of Company Capital Stock or Warrants (the “Certificates”) (A) a letter of transmittal substantially in the form attached hereto as Exhibit C (“Letter of Transmittal”), which shall specify that delivery shall be effected, and risk of loss and title to Transmittal containing instructions for the Certificates shall pass, only upon proper delivery surrender of the Certificate or Certificates held by such holder for payment therefor. Upon surrender of the Certificate or Certificates to the Exchange Agent in accordance with the instructions set forth in the Letter of Transmittal, such holder shall promptly receive in exchange therefor the Merger Consideration, without interest thereon. Approval of this Agreement by the stockholders of Heritage Bank shall constitute authorization for BCSB to designate and appoint such Exchange Agent, with the approval of WHG. Neither BCSB nor the Exchange Agent shall be obligated to deliver the Merger Consideration to a former stockholder of WHG until such former stockholder surrenders his Certificate or Certificates or, in customary form lieu thereof, any such appropriate affidavit of loss and indemnity agreement and bond as may be reasonably satisfactory to Parent and the Equityholders’ Representative, and required by BCSB. (Bb) instructions for use in effecting the surrender of the Certificates in exchange for the portion If payment of the Merger Consideration or Warrant Payment (as applicable) receivable is to be made to a person other than the person in respect of such Certificates. Upon surrender of whose name a Certificate surrendered in exchange therefor is registered, it shall be a condition of payment that the Certificate so surrendered shall be properly endorsed (or accompanied by an appropriate instrument of transfer) and otherwise in proper form for cancellation transfer, and that the person requesting such payment shall pay any transfer or other taxes required by reason for the payment to a person other than the registered holder of the Certificate surrendered, or required for any other reason, or shall establish to the satisfaction of the Exchange Agent together that such tax has been paid or is not payable. (c) On or prior to the Merger Effective Date, BCSB shall deposit or cause to be deposited, in trust with such Letter the Exchange Agent, an amount of Transmittal, properly completed and duly executed, and such other documents as may be required pursuant cash equal to such instructions, the holder of such Certificate aggregate Merger Consideration that the WHG stockholders shall be entitled to receive in exchange therefor on the portion Merger Effective Date pursuant to Section 2.02 hereof. (d) The payment of the Merger Consideration or Warrant Payment Consideration, and cash in lieu of any fractional shares, upon the conversion of WHG Common Stock in accordance with the above terms and conditions shall be deemed to have been issued and paid in full satisfaction of all rights pertaining to such WHG Common Stock. (as applicablee) Promptly following the date which is twelve months after the Merger Effective Date, the Exchange Agent shall deliver to BCSB all cash, certificates and other documents in its possession relating to the transactions described in this Agreement, and the Exchange Agent's duties shall terminate. Thereafter, each holder of a Certificate formerly representing shares of WHG Common Stock may surrender such holder has the right Certificate to Baltimore County Bank and (subject to applicable abandoned property, escheat and similar laws) receive in respect consideration therefor the Merger Consideration multiplied by the number of shares of WHG Common Stock formerly represented by such Certificate, without any interest or dividends thereon. (f) After the close of business on the Merger Effective Date, there shall be no transfers on the stock transfer books of WHG of the shares of Company Capital WHG Common Stock or Warrants formerly represented by such Certificate (and that are outstanding immediately prior to the right to receive payments from the General Escrow Account and the Equityholders’ Representative Escrow Account in accordance with the Escrow Agreement and Section 3.3)Merger Effective Date, and the Certificate so surrendered stock transfer books of WHG shall forthwith be canceled. Following any receipt of an Excess Payment, the Exchange Agent will deliver to each holder of surrendered Certificates, such holder’s pro rata portion thereof; provided, that if the Exchange Agent receives an Excess Payment prior to receipt of surrendered Certificates, then payment of the portion thereof applicable closed with respect to such unsurrendered Certificates shall be made at the same time as payment of the balance of the applicable Merger Consideration or Warrant Payment (as applicable) upon surrender thereofshares. No interest will be paid or accrued on any Merger Consideration or Warrant Payment (as applicable) payable to holders of Certificates. In the event of a transfer of ownership of shares of Company Capital Stock or Warrants that is not registered in the transfer records of the CompanyIf, the portion of after the Merger Consideration or Warrant Payment (as applicable) payable in respect of such shares of Company Capital Stock or Warrants may be issued to a transferee if the Certificate Effective Date, Certificates representing such shares of Company Capital Stock or Warrants is are presented for transfer to the Exchange Agent, accompanied by any documents reasonably required to evidence they shall be canceled and effect such transfer and by evidence that any applicable stock transfer Taxes have been paid. Until surrendered as contemplated by this Section 3.1, each Certificate shall, subject to Section 3.2, be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the portion of exchanged for the Merger Consideration as provided in this Article II. (g) In the event any certificate for WHG Common Stock shall have been lost, stolen or Warrant Payment destroyed, the Exchange Agent shall deliver (except as applicableotherwise provided in Section 2.02(iii)) payable in respect exchange for such lost, stolen or destroyed certificate, upon the making of an affidavit of the fact by the holder thereof, the cash to be paid in the Merger as provided for herein; provided, however, that BCSB may, in its sole discretion and as a condition precedent to the delivery thereof, require the owner of such Certificate lost, stolen or destroyed certificate to deliver a bond in such reasonable sum as set forth BCSB may require as indemnity against any claim that may be made against WHG, BCSB or any other party with respect to the certificate alleged to have been lost, stolen or destroyed. (h) BCSB is hereby authorized, after consulting with WHG, to adopt additional requirements with respect to the matters referred to in this Section 2.62.03 not inconsistent with the provisions of this Agreement or unduly burdensome to the shareholders of WHG.

Exchange Procedures. Subject to Section 3.1(c), promptly following the Effective Time (but in no event later than two (2a) Business Days following At and after the Effective Time, each certificate (each a "Certificate") previously representing shares of Company Common Stock shall represent only the right to receive the Merger Consideration (without interest on the cash portion thereof). (b) As of the Effective Time, (i) the Acquiror shall deposit, or shall cause to be deposited, with ChaseMellon Shareholder Services, L.L.C., a New Jersey limited liability company (the "Exchange Agent"), Parent for the benefit of the holders of shares of Company Common Stock, for exchange in accordance with this Section 1.3, the amount constituting the cash portion of the Merger Consideration to be paid pursuant to Section 1.2, and (ii) the Company shall instruct deposit, or shall cause to be deposited, with the Exchange Agent, for the benefit of the holders of shares of Company Common Stock, one or more certificates representing (x) the Secondary Participation Interests to be distributed to holders of Company Common Stock in exchange for their Certificates pursuant to this Section 1.3 and (y) the Batched Secondary Participation Interests to be sold by the Exchange Agent on behalf of the Company in the Batched Sales pursuant to Sections 1.2 and 1.3(c). (c) As soon as practicable after the Effective Time, the Acquiror shall cause the Exchange Agent to mail to each holder of record of a certificate Certificate or certificates which immediately prior to Certificates the Effective Time represented outstanding shares of Company Capital Stock or Warrants following: (the “Certificates”) (Ai) a letter of transmittal substantially in the form attached hereto as Exhibit C (“Letter of Transmittal”), which shall specify specifying that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Exchange Agent and Agent, which shall be in customary a form reasonably satisfactory to Parent and contain any other reasonable provisions as the Equityholders’ Representative, Acquiror may determine; and (Bii) instructions for use in effecting the surrender of the Certificates in exchange for the portion Merger Consideration. In addition, as soon as practicable after the Effective Time, the Batched Secondary Participation Interests shall be sold on the open market at prevailing prices by means of the Merger Consideration Batched Sales. The Exchange Agent shall be instructed by the Surviving Corporation to effect the Batched Sales on behalf of the Surviving Corporation, through the use of one or Warrant Payment (as applicable) receivable more broker-dealers, over a period of time following the Effective Time and in respect a manner designed not to adversely affect the market prices of such Certificatesthe Secondary Participation Interests. Upon the proper surrender of a Certificate for cancellation to the Exchange Agent Agent, together with such Letter of Transmittal, a properly completed and duly executed, and such other documents as may be required pursuant to such instructionsexecuted letter of transmittal, the holder of such Certificate shall be entitled to receive in exchange therefor a check representing the cash portion of the Merger Consideration or Warrant Payment (as applicable) and a certificate representing such number of Secondary Participation Interests which such holder has the right to receive in respect of the shares of Company Capital Stock or Warrants formerly represented by such Certificate (and surrendered pursuant to the right to receive payments from the General Escrow Account and the Equityholders’ Representative Escrow Account in accordance with the Escrow Agreement and Section 3.3)provisions hereof, and the Certificate so surrendered shall forthwith be canceled. Following any receipt of an Excess Payment, the Exchange Agent will deliver to each holder of surrendered Certificates, such holder’s pro rata portion thereof; provided, that if the Exchange Agent receives an Excess Payment prior to receipt of surrendered Certificates, then payment of the portion thereof applicable to such unsurrendered Certificates shall be made at the same time as payment of the balance of the applicable Merger Consideration or Warrant Payment (as applicable) upon surrender thereofcancelled. No interest will be paid or accrued on any the cash portion of the Merger Consideration or Warrant Payment (as applicable) payable to holders of CertificatesConsideration. In the event of a transfer of ownership of any shares of Company Capital Common Stock or Warrants that is not registered in the transfer records of the Company, a check for the cash portion of the Merger Consideration or Warrant Payment (as applicable) payable in respect and a certificate representing the applicable number of such shares of Company Capital Stock or Warrants Secondary Participation Interests may be issued to a the transferee if the Certificate representing such shares of Company Capital Common Stock or Warrants is presented to the Exchange Agent, accompanied by any documents reasonably required sufficient, in the reasonable discretion of the Acquiror and the Exchange Agent, (i) to evidence and effect such transfer and by (ii) to evidence that any all applicable stock transfer Taxes taxes have been paid. (d) From and after the Effective Time, there shall be no transfers on the stock transfer records of the Company of any shares of Company Common Stock that were outstanding immediately prior to the Effective Time. Until surrendered as contemplated by If, after the Effective Time, Certificates are presented to the Acquiror or the Surviving Corporation, they shall be cancelled and exchanged for the Merger Consideration deliverable in respect thereof pursuant to this Plan in accordance with the procedures set forth in this Section 3.1, each Certificate shall, subject to Section 3.2, be deemed at 1.3. (e) Any portion of the aggregate Merger Consideration or the proceeds of any time investments thereof that remains unclaimed by the stockholders of the Company for one year after the Effective Time shall be repaid or delivered, as applicable, by the Exchange Agent to represent the Acquiror. Any stockholders of the Company who have not theretofore complied with this Section 1.3 shall thereafter look only to the right Acquiror for payment of their Merger Consideration deliverable in respect of each share of Company Common Stock such stockholder holds as determined pursuant to receive upon such surrender this Plan without any interest on the cash portion of the Merger Consideration. If outstanding Certificates are not surrendered or the payment for them not claimed prior to the date on which such payments would otherwise escheat to or become the property of any governmental unit or agency, the unclaimed items shall, to the extent permitted by abandoned property and any other applicable law, become the property of the Acquiror (and to the extent not in its possession shall be paid over to it), free and clear of all claims or interest of any person previously entitled to such claims. Notwithstanding the foregoing, none of the Acquiror, the Surviving Corporation, the Exchange Agent or any other person shall be liable to any former holder of Company Common Stock for any amount delivered to a public official pursuant to applicable abandoned property, escheat or similar laws. (f) In the event any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming such Certificate to be lost, stolen or destroyed and, if required by the Exchange Agent, the posting by such person of a bond in such amount as the Exchange Agent may reasonably direct as indemnity against any claim that may be made against it with respect to such Certificate, the Exchange Agent will issue in exchange for such lost, stolen or destroyed Certificate the Merger Consideration or Warrant Payment (as applicable) payable deliverable in respect of such Certificate as set forth in Section 2.6thereof pursuant to this Plan.

Exchange Procedures. Subject (i) At least five (5) days prior to Section 3.1(c)the Closing, promptly following the Effective Time (but in no event later than two (2) Business Days following the Effective Time), Parent Acquiror shall instruct send or shall cause the Exchange Agent to mail send, to each holder of Holdco Equityholder at the physical address or email address on record of a certificate or certificates which immediately prior to with the Effective Time represented outstanding shares of Company Capital Stock or Warrants (the “Certificates”) Holdco, (A) a letter notice advising such Holdco Equityholder of transmittal substantially in the form attached hereto as Exhibit C proposed effectiveness of the Holdco Merger, (“B) the Letter of Transmittal”), which shall specify that delivery shall be effected, and risk (C) notice of loss and title the procedures for surrendering to the Certificates shall pass, only upon proper delivery Acquiror such Holdco Equityholder’s duly executed Letter of Transmittal (with all other documentation required to be delivered pursuant to the Certificates to Letter of Transmittal or the Exchange Agent and shall be in customary form reasonably satisfactory to Parent and the Equityholders’ Representativerespect of uncertificated shares), and (B) instructions for use in effecting the surrender transferring such Holdco Equityholder’s shares of the Certificates Holdco Equity, in exchange for the portion aggregate share of the Aggregate Merger Consideration or Warrant Payment (as applicable) receivable in respect of payable to such CertificatesHoldco Equityholder pursuant to Section 3.01(a)(iii). Upon surrender delivery of a Certificate for cancellation to the Exchange Agent together with such Letter of TransmittalTransmittal by such Holdco Equityholder, properly completed duly executed and duly executedin proper form with all enclosures and attachments required thereby, and such other documents as may be required pursuant to such instructions, the holder of such Certificate Holdco Equityholder shall be entitled to receive the aggregate share of the Aggregate Merger Consideration payable to such Holdco Equityholder in exchange therefor the portion of the Merger Consideration or Warrant Payment (as applicable) which such holder has the right to receive in respect of for the shares of Company Capital Stock or Warrants formerly represented by such Certificate (and the right to receive payments from the General Escrow Account and the Equityholders’ Representative Escrow Account in accordance with the Escrow Agreement and Section 3.3), and the Certificate Holdco Equity so surrendered shall forthwith be canceled. Following any receipt of an Excess Payment, the Exchange Agent will deliver to each holder of surrendered Certificates, such holder’s pro rata portion thereof; provided, that if the Exchange Agent receives an Excess Payment prior to receipt of surrendered Certificates, then payment of the portion thereof applicable to such unsurrendered Certificates shall be made at the same time as payment of the balance of the applicable Merger Consideration or Warrant Payment (as applicable) upon surrender thereof. No interest will be paid or accrued on any Merger Consideration or Warrant Payment (as applicable) payable to holders of Certificates. In the event of a transfer of ownership of shares of Company Capital Stock or Warrants that is not registered in the transfer records of the Company, the portion of the Merger Consideration or Warrant Payment (as applicable) payable in respect of such shares of Company Capital Stock or Warrants may be issued to a transferee if the Certificate representing such shares of Company Capital Stock or Warrants is presented to the Exchange Agent, accompanied by any documents reasonably required to evidence and effect such transfer and by evidence that any applicable stock transfer Taxes have been paidsurrendered. Until surrendered as contemplated by this Section 3.1hereby, each Certificate shall, subject to Section 3.2, share of Holdco Equity shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the portion of the applicable Per Share Merger Consideration or Warrant Payment in respect thereof. (as applicableii) payable Following the Closing, within two (2) Business Days of receipt of all required documentation from a Holdco Equityholder required by this Agreement and the Exchange Agent in respect of uncertificated shares, including the Letter of Transmittal and an IRS Form W-9, the Acquiror shall issue (or cause the Exchange Agent to issue) to such Certificate Holdco Equityholder, in accordance with the terms of this Agreement, the aggregate share of the Aggregate Merger Consideration payable to such Holdco Equityholder in exchange for such Person’s Holdco Equity; provided, however, that to the extent that all such required documentation was provided to the Acquiror at least two (2) Business Days before the Closing Date by a Holdco Equityholder, then the Acquiror shall issue (or cause the Exchange Agent to issue) to such Holdco Equityholder, in accordance with the terms of this Agreement, the aggregate share of the Aggregate Merger Consideration payable to such Holdco Equityholder in exchange for such Person’s Holdco Equity on the Closing Date. Notwithstanding anything to the contrary in this Agreement or any knowledge possessed or acquired by or on behalf of Acquiror or any of its Affiliates, Acquiror, the Exchange Agent and their Affiliates shall be entitled to conclusively and definitively rely on, without any obligation to investigate or verify the accuracy, inaccuracy or correctness thereof, and without any liability, the documentation provided by each Holdco Equityholder (including wire instructions, account information or addresses), which shall be binding on and enforceable against such Holdco Equityholder. (iii) If payment of any Per Share Merger Consideration is to be made to a Person other than the Person in whose name any surrendered share of Holdco Equity is registered, it shall be a condition precedent to payment that the share of Holdco Equity so surrendered shall be in proper form for transfer, and the Person requesting such payment shall have paid any transfer and other similar Taxes required by reason of the delivery of the applicable Per Share Merger Consideration in respect thereof, as set forth in Section 2.6applicable, to a Person other than the registered holder of the share of Holdco Equity so surrendered and shall have established to the satisfaction of Acquiror that such Taxes either have been paid or are not required to be paid.

Exchange Procedures. Subject to Section 3.1(c), promptly (i) Promptly following the Effective Time (but in no event later than two (2) Business Days following the Effective Time)Closing Date, Parent shall instruct Buyer or the Exchange Agent to shall mail to each holder of record of a certificate or certificates which immediately prior to the Effective Time represented outstanding shares of Company Capital Stock or Warrants (the “Certificates”) (A) a letter of transmittal in substantially in the form attached hereto as Exhibit C (the “Letter of Transmittal”) to each Stockholder (including the holders of Company Warrants who exercised their Company Warrants prior to the Effective Time) at the address set forth opposite each such holder’s name on the Company Spreadsheet. After receipt of the Letter of Transmittal and any other documents that Buyer or the Exchange Agent may reasonably require in order to effect the exchange (the “Exchange Documents”), which shall specify that delivery shall be effected, and risk the Stockholders will surrender their certificates representing their shares of loss and title to Company Capital Stock (the Certificates shall pass, only upon proper delivery of the Certificates “Company Stock Certificates”) to the Exchange Agent for cancellation together with duly completed and validly executed Exchange Documents. Upon surrender of a Company Stock Certificate for cancellation to the Exchange Agent, or such other agent or agents as may be appointed by Buyer, together with such Exchange Documents, duly completed and validly executed in accordance with the instructions thereto, subject to the terms of Section 2.8(d), the Stockholder shall be entitled to receive from the Exchange Agent in customary form reasonably satisfactory to Parent and exchange therefor (A) the Equityholders’ Representativeportion of the Exchange Fund, (B) the portion of the Adjusted Working Capital Surplus, if any, and (BC) instructions for use in effecting to the surrender extent deposited with the Exchange Agent, the portion of the Certificates Representative Fund, to which such Stockholder is entitled pursuant to Sections 2.6(a) through and including 2.6(f) and Section 2.6(i), as applicable, and the Company Stock Certificate so surrendered shall be cancelled. Until so surrendered, each Company Stock Certificate (other than those representing Dissenting Shares) outstanding after the Effective Time will be deemed, for all corporate purposes thereafter, to evidence only the right to receive the amounts payable, if any, in exchange for shares of Company Capital Stock (without interest) into which such shares of Company Capital Stock shall have been so converted. No portion of the Merger Consideration will be paid to a Stockholder of any unsurrendered Company Stock Certificate with respect to such shares of Company Capital Stock formerly represented thereby until the Stockholder of record of such Company Stock Certificate shall surrender such Company Stock Certificate or documentation satisfactory to Buyer and the Exchange Agent evidencing the loss of such Company Stock Certificate as contemplated by Section 2.13 and shall deliver validly executed Exchange Documents. Notwithstanding anything in this Section 2.8(b), neither the Buyer nor any of its Affiliates shall be required to deliver to the Exchange Agent any Company Stock Certificate with respect to any shares of Company Common Stock held by Buyer or any of its Affiliates prior to the Effective Time as a result of the exercise of any Company Warrants in order to receive the portion of the Merger Consideration payable to Buyer or its Affiliates. (ii) At least ten (10) Business Days prior to the Closing Date, the Company shall mail or deliver to each holder of Company Vested Options who is an employee of the Company (each such option holder, an “Employee Option Holder”) notice of the proposed Merger and an Option Acknowledgement Form. Upon surrender to Buyer or the Company of an Option Acknowledgement Form, duly completed and validly exercised in accordance with the instructions thereto, Buyer shall cause the Surviving Corporation to pay to each Employee Option Holder such former holder’s Per Share Upfront Option Consideration, net of applicable Tax withholding amounts, if any. The Employee Option Holder shall also be entitled to receive from Buyer or the Surviving Corporation (A) the portion of the Adjusted Working Capital Surplus, if any, and (B) to the extent deposited with Buyer or the Surviving Corporation, the portion of the Representative Fund, if any, in each case to which such holder is entitled to pursuant to Section 2.6(h) in accordance with and at the respective times set forth in this Agreement. Buyer shall make or cause to be made any payments of the applicable Company Vested Option Consideration to Employee Option Holders by depositing such funds with the Surviving Corporation for distribution through its normal payroll systems and shall cause such distribution to Employee Option Holders to be made. (iii) At least ten (10) Business Days prior to the Closing Date, the Company shall mail to each Non-Employee Option Holder a notice of the proposed Merger and an Option Acknowledgement Form with appropriate instructions and any other documents that Buyer or the Exchange Agent may reasonably require in order to effect the exchange of their Company Vested Options for the Company Vested Option Consideration. Upon return of such materials to the Exchange Agent, the Exchange Agent shall pay to each Non-Employee Option Holder such former holder’s Per Share Upfront Option Consideration, net of applicable Tax withholding amounts, if any. The Non-Employee Option Holder shall also be entitled to receive from the Exchange Agent (A) the portion of the Adjusted Working Capital Surplus, if any, and (B) to the extent deposited with the Exchange Agent, the portion of the Representative Fund, if any, in each case to which such holder is entitled to pursuant to Section 2.6(h) in accordance with and at the respective times set forth in this Agreement. (iv) At least ten (10) Business Days prior to the Closing Date, the Company shall mail or deliver to each holder of a Company Warrant Payment a notice of the proposed Merger and an agreement in the form approved by Buyer and the Company (a “Warrant Cash-Out Agreement”) providing that such Company Warrant, if not exercised (conditionally upon the consummation of the Merger or any time prior thereto), be cancelled as applicableof the consummation of the Merger, and that such holder (a) receivable accepts the consideration set forth in Section 2.6(i) in lieu of any other consideration that might be claimed by any such holder, (b) unconditionally and irrevocably waives and releases all right or claim that such holder might have or assert in respect of such Certificates. Upon surrender consideration, (c) acknowledges that such holder’s Company Warrants shall terminate upon and may not be exercised after the Closing Date, and (d) approving the appointment of a Certificate for cancellation the Stockholders’ Representative and agreeing to be bound by the indemnification obligations contained in this Agreement and the provisions set forth in Article X and the Escrow Agreement with appropriate instructions and any other documents that Buyer or the Exchange Agent together with may reasonably require in order to effect the exchange of their Company Warrants for the Company Warrant Consideration. Prior to and effective conditionally on consummation of the Merger such Letter of Transmittal, properly completed and duly executed, and such other documents as may be required pursuant to such instructions, the holder of such Certificate shall be entitled to receive from Buyer upon consummation of the Merger, in exchange therefor respect of each share of Company Common Stock subject to such Company Warrant, the Company Warrant Consideration. Upon return of such materials to the Exchange Agent, including the Warrant Cash-Out Agreement if a holder has not exercised such holder’s Company Warrant prior to the Effective Time, the Exchange Agent shall pay to each such former holder of Company Warrants such former holder’s Per Share Upfront Warrant Consideration. Such former holder shall also be entitled to receive from the Exchange Agent (A) the portion of the Merger Consideration or Warrant Payment Adjusted Working Capital Surplus, if any, and (as applicableB) which such holder has to the right to receive in respect of the shares of Company Capital Stock or Warrants formerly represented by such Certificate (and the right to receive payments from the General Escrow Account and the Equityholders’ Representative Escrow Account in accordance extent deposited with the Escrow Agreement and Section 3.3), and the Certificate so surrendered shall forthwith be canceled. Following any receipt of an Excess Payment, the Exchange Agent will deliver to each holder of surrendered Certificates, such holder’s pro rata portion thereof; provided, that if the Exchange Agent receives an Excess Payment prior to receipt of surrendered Certificates, then payment of the portion thereof applicable to such unsurrendered Certificates shall be made at the same time as payment of the balance of the applicable Merger Consideration or Warrant Payment (as applicable) upon surrender thereof. No interest will be paid or accrued on any Merger Consideration or Warrant Payment (as applicable) payable to holders of Certificates. In the event of a transfer of ownership of shares of Company Capital Stock or Warrants that is not registered in the transfer records of the CompanyAgent, the portion of the Merger Consideration or Warrant Payment (as applicable) payable Representative Fund, if any, in respect of each case to which such shares of Company Capital Stock or Warrants may be issued holder is entitled to a transferee if the Certificate representing such shares of Company Capital Stock or Warrants is presented to the Exchange Agent, accompanied by any documents reasonably required to evidence and effect such transfer and by evidence that any applicable stock transfer Taxes have been paid. Until surrendered as contemplated by this Section 3.1, each Certificate shall, subject pursuant to Section 3.2, be deemed 2.6(i) in accordance with and at any time after the Effective Time to represent only the right to receive upon such surrender the portion of the Merger Consideration or Warrant Payment (as applicable) payable in respect of such Certificate as respective times set forth in Section 2.6this Agreement.

Exchange Procedures. Subject Prior to Section 3.1(c), promptly following the Effective Time (but in no event later than two (2) Business Days following the Effective Time), Parent the Company shall instruct the Exchange Agent to mail deliver to each record holder of record of a certificate or certificates which immediately prior to the Effective Time represented outstanding shares of Company Capital Stock or Warrants (the “Certificates”) Certificate (A) a letter of transmittal substantially in the form attached hereto as Exhibit C (“Letter of Transmittal”), which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Exchange Agent Agent, and which letter shall be substantially in customary the form reasonably satisfactory to attached as Exhibit B hereto (the “Letter of Transmittal”) and have such other provisions as Parent and the Equityholders’ Representative, Company may reasonably agree and (B) instructions for use in effecting the surrender of the such Certificates in exchange for the portion of Class A Non-Rolling Per Share Closing Merger Consideration, the Class B Per Share Closing Merger Consideration or Warrant Payment (the Preferred Per Share Merger Consideration, as applicable) receivable , and, in respect the case of such CertificatesCompany Class A Common Stock, the Class A Per Share Holdback Consideration and, in the case of Company Class B Common Stock, the Class B Per Share Holdback Consideration. Upon surrender of a Certificate for cancellation to the Exchange Agent together with such Letter of Transmittal, properly duly executed and completed and duly executed, and such other documents as may be required pursuant to such instructionsin accordance with the instructions thereto, the holder of such Certificate shall be entitled to receive in exchange therefor promptly the portion of Class A Non-Rolling Per Share Closing Merger Consideration, the Class B Per Share Closing Merger Consideration or Warrant Payment (the Preferred Per Share Merger Consideration, as applicable, and (in the case of holders of Company Common Stock) which such holder has the right to receive receive, in respect accordance with the terms of this Agreement, the shares Class A Per Share Holdback Consideration or the Class B Per Share Holdback Consideration, as applicable, for each share of Company Capital Common Stock or Warrants Company Preferred Stock, as applicable, formerly represented by such Certificate (and such Certificate shall then be canceled; provided that upon receipt of the Letter of Transmittal and the right Certificate, the Exchange Agent shall exclusively rely on the Schedule of Stockholder Closing Merger Consideration in determining what aggregate portion of the Closing Merger Consideration each such holder of shares of Company Common Stock is entitled. Notwithstanding anything in this Agreement to receive the contrary, the Company or the Exchange Agent, as the case may be, shall be permitted to withhold any portion of the Per Share Merger Consideration to which any Person is otherwise entitled if such withholding is required by applicable law. Parent will give the Company notice three (3) days prior to the Closing if it believes, based on the information available to it at such time as a result of receipt of executed Letters of Transmittal prior to such date, that any withholding is required pursuant to the immediately foregoing sentence. Any Person entitled to a portion of the Closing Merger Consideration who has provided wire instructions to the Parent prior to the Effective Time (other than the Stockholder Representative, whose consideration shall be paid in accordance with Section 2.11) shall be entitled to payments from of the General Escrow Account and Class A Non-Rolling Per Share Closing Merger Consideration, the Equityholders’ Representative Escrow Account Class B Per Share Closing Merger Consideration or the Preferred Per Share Merger Consideration, as applicable, for each share of Company Common Stock or Company Preferred Stock represented by the Certificates delivered by wire transfer on or promptly following the Closing Date in accordance with the Escrow Agreement and Section 3.3), instructions specified in such Person’s Letter of Transmittal; provided that upon receipt of the Letter of Transmittal and the Certificate so surrendered shall forthwith be canceled. Following any receipt of an Excess PaymentCertificate, the Exchange Agent will deliver to shall exclusively rely on the Schedule of Stockholder Closing Merger Consideration in determining what aggregate portion of the Closing Merger Consideration each such holder of surrendered Certificates, such holder’s pro rata portion thereof; provided, that if the Exchange Agent receives an Excess Payment prior to receipt shares of surrendered Certificates, then payment of the portion thereof applicable to such unsurrendered Certificates shall be made at the same time as payment of the balance of the applicable Merger Consideration or Warrant Payment (as applicable) upon surrender thereofCompany Common Stock is entitled. No interest will be paid or accrued will accrue for the benefit of holders of the Certificates on any the Class A Non-Rolling Per Share Closing Merger Consideration, the Class B Per Share Closing Merger Consideration or Warrant Payment (Preferred Per Share Merger Consideration, as applicable) , payable to holders upon the surrender of the Certificates. In the event of a transfer of ownership of shares of Company Capital Common Stock or Warrants that Company Preferred Stock which is not registered in the transfer records of the Company, the portion payment of the Per Share Merger Consideration or Warrant Payment (as applicable) payable in respect of such shares of Company Capital Stock or Warrants may be issued made with respect to such Company Common Stock to such a transferee if the Certificate formerly representing such shares of Company Capital Common Stock or Warrants Company Preferred Stock is presented to the Exchange Agent, accompanied by any all documents reasonably required to evidence and effect such transfer and by to evidence that any applicable stock transfer Taxes taxes have been paid. Until surrendered as contemplated by this Section 3.1, each Certificate shall, subject to Section 3.2, be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the portion of the Merger Consideration paid or Warrant Payment (as is not applicable) payable in respect of such Certificate as set forth in Section 2.6.

Exchange Procedures. Subject to Section 3.1(c), promptly following Promptly after the Effective Time (but and in no any event later than two (2) within three Business Days following the Effective TimeDays), Parent and the Surviving Corporation shall instruct cause the Exchange Paying Agent to mail to each holder of record of a certificate or certificates which immediately prior Certificates and to each holder of record of Book-Entry Shares, in each case whose shares were converted into the Effective Time represented outstanding shares of Company Capital Stock or Warrants right to receive the Merger Consideration pursuant to Section 4.2(a), (the “Certificates”) (Ai) a letter of transmittal substantially in the form attached hereto as Exhibit C (“Letter of Transmittal”), which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Exchange Paying Agent and which shall be in customary such form and have such other provisions as Parent may reasonably satisfactory to Parent and the Equityholders’ Representative, specify and (Bii) instructions for use in effecting the surrender of surrendering the Certificates or Book-Entry Shares in exchange for the portion of the Merger Consideration or Warrant Payment (as applicable) receivable in payable with respect of such Certificatesthereto. Upon surrender to the Paying Agent of a Certificate for cancellation to the Exchange Agent cancellation, together with such Letter of Transmittal, properly a duly completed and duly executed, and validly executed letter of transmittal or receipt of an “agent’s message” by the Paying Agent (or such other documents evidence, if any, of transfer as the Paying Agent may be required pursuant to such instructionsreasonably request) in the case of Book-Entry Shares, the holder of such Certificate or Book-Entry Shares shall be entitled to receive in exchange therefor the portion amount of the Merger Consideration or Warrant Payment (as applicable) cash which such holder has the right to receive in respect of the shares of Company Capital Common Stock or Warrants formerly theretofore represented by such Certificate (and the right or book-entry entitle such holder to receive payments from pursuant to the General Escrow Account and the Equityholders’ Representative Escrow Account in accordance with the Escrow Agreement and Section 3.3), provisions of this Article 4 and the Certificate or Book-Entry Shares so surrendered shall forthwith be canceled. Following any receipt of an Excess PaymentUntil so surrendered or transferred, as the Exchange Agent will deliver case may be, each such Certificate or Book-Entry Share shall represent after the Effective Time for all purposes only the right to each holder of surrendered Certificates, such holder’s pro rata portion thereof; provided, that if receive the Exchange Agent receives an Excess Payment prior to receipt of surrendered Certificates, then payment of the portion thereof applicable to such unsurrendered Certificates shall be made at the same time as payment of the balance of the applicable Merger Consideration or Warrant Payment (as applicable) upon surrender thereofConsideration. No interest will shall be paid or accrued shall accrue on any Merger Consideration or Warrant Payment (as applicable) cash payable to holders of CertificatesCertificates or Book-Entry Shares pursuant to the provisions of this Article 4. In the event of a transfer of ownership of shares of Company Capital Common Stock or Warrants that is not registered in the transfer records of the Company, payment may be made to a Person other than the portion Person in whose name the Certificate or Book-Entry Shares so surrendered are registered if such Certificate shall be properly endorsed or otherwise be in proper form for transfer or such Book-Entry Shares shall be properly transferred and the Person requesting such issuance shall pay any transfer or other Taxes required by reason of the Merger Consideration or Warrant Payment (as applicable) payable in respect of such shares of Company Capital Stock or Warrants may be issued payment to a transferee if Person other than the Certificate representing such shares of Company Capital Stock or Warrants is presented to the Exchange Agent, accompanied by any documents reasonably required to evidence and effect such transfer and by evidence that any applicable stock transfer Taxes have been paid. Until surrendered as contemplated by this Section 3.1, each Certificate shall, subject to Section 3.2, be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the portion of the Merger Consideration or Warrant Payment (as applicable) payable in respect registered holder of such Certificate as set forth in Section 2.6or Book-Entry Shares or establish to the satisfaction of Parent that such Tax has been paid or is not applicable.

Exchange Procedures. Subject to Section 3.1(c), promptly following the Effective Time (but in no event later than two (2a) Business Days following As of the Effective Time, Cephalon shall deposit, or cause to be deposited, with U.S. Bank National Association or, in the event U.S. Bank National Association is unwilling or unable to serve as the exchange agent, such other commercial bank or trust company of recognized standing reasonably acceptable to CIMA and Cephalon (in such capacity, the "Exchange Agent"), Parent for the benefit of the holders of the CIMA Certificates, for exchange, in accordance with this Article III, through the Exchange Agent, cash representing the Merger Consideration payable to the holders of CIMA Certificates pursuant to Section 3.01. Cash deposited with the Exchange Agent shall instruct hereinafter be referred to as the "Exchange Fund." The Exchange Agent shall, pursuant to irrevocable instructions, deliver out of the Exchange Fund the Merger Consideration contemplated to be paid for shares of CIMA Common Stock pursuant to this Agreement. The Exchange Fund shall not be used for any other purpose. (b) Promptly after the Effective Time, Cephalon shall 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 Company Capital Stock or Warrants CIMA Certificate: (the “Certificates”) (A1) a letter of transmittal substantially in the form attached hereto as Exhibit C (“Letter of Transmittal”), which shall specify that delivery shall be effected, and risk of loss and title to the CIMA Certificates shall pass, only upon proper delivery of the CIMA Certificates to the Exchange Agent Agent, and which letter shall be in customary form and have such other provisions as Cephalon may reasonably satisfactory specify (such letter to Parent and be reasonably acceptable to CIMA prior to the Equityholders’ Representative, and Effective Time); and (B2) instructions for use in effecting the surrender of the CIMA Certificates in exchange for the portion of the Merger Consideration or Warrant Payment (as applicable) receivable in respect of such CertificatesConsideration. Upon surrender of a CIMA Certificate for cancellation to the Exchange Agent together with such Letter letter of Transmittaltransmittal, properly duly executed and completed and duly executedin accordance with the instructions thereto, and such other documents as may reasonably be required pursuant to such instructionsby the Exchange Agent, the holder of such CIMA Certificate shall be entitled to receive in exchange therefor a check in the portion of amount equal to the Merger Consideration or Warrant Payment (as applicable) which cash that such holder has the right to receive in respect pursuant to the provisions of the shares of Company Capital Stock or Warrants formerly represented by such Certificate (and the right to receive payments from the General Escrow Account and the Equityholders’ Representative Escrow Account in accordance with the Escrow Agreement and Section 3.3), and the Certificate so surrendered shall forthwith be canceled. Following any receipt of an Excess Payment, the Exchange Agent will deliver to each holder of surrendered Certificates, such holder’s pro rata portion thereof; provided, that if the Exchange Agent receives an Excess Payment prior to receipt of surrendered Certificates, then payment of the portion thereof applicable to such unsurrendered Certificates shall be made at the same time as payment of the balance of the applicable Merger Consideration or Warrant Payment (as applicable) upon surrender thereofthis Article III. No interest will be paid or accrued will accrue on any Merger Consideration or Warrant Payment (as applicable) payable cash deliverable pursuant to holders of Certificatesthis Article III. In the event of a transfer of ownership of shares of Company Capital CIMA Common Stock or Warrants that which is not registered in the transfer records of CIMA, a check in the Company, the portion proper amount of cash representing the Merger Consideration or Warrant Payment (as applicable) payable in respect of such shares of Company Capital Stock or Warrants may be issued with respect to such CIMA Common Stock to such a transferee if the Certificate CIMA Certificates formerly representing such shares of Company Capital CIMA Common Stock or Warrants is are presented to the Exchange Agent, accompanied by any all documents reasonably required to evidence and effect such transfer and by to evidence that any applicable stock transfer Taxes taxes have been paid. Until surrendered as contemplated by this Section 3.13.03(b), each CIMA Certificate shall, subject to Section 3.2, shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the portion of the Merger Consideration or Warrant Payment (as applicable) payable in respect of the shares of CIMA Common Stock formerly represented by such CIMA Certificate or the right, if any, to receive payment from the Surviving Corporation of the "fair value" of such shares of CIMA Common Stock as set forth determined in accordance with Section 2.6262 of the DGCL.

Exchange Procedures. Subject to Section 3.1(c), As promptly following as practicable after the Effective Time (but in no event later than two three (23) Business Days following the Effective Timethereafter), Parent DENTSPLY shall instruct cause the Exchange Agent to mail to each holder of record of a certificate Sirona Certificate or certificates Sirona Book-Entry Share, in each case which immediately prior shares were converted into the right to receive the Merger Consideration at the Effective Time represented outstanding shares of Company Capital Stock or Warrants pursuant to this Agreement: (the “Certificates”) (Ai) a letter of transmittal substantially in the form attached hereto as Exhibit C (“Letter of Transmittal”)transmittal, which shall specify that delivery shall be effected, and risk of loss and title to the Sirona Certificates shall pass, only upon proper delivery of the Sirona Certificates to the Exchange Agent Agent, and shall otherwise be in customary such form reasonably satisfactory to Parent and have such other provisions as DENTSPLY, Sirona and the Equityholders’ RepresentativeExchange Agent may reasonably specify, and (Bii) instructions for use in effecting the surrender of the Sirona Certificates or Sirona Book-Entry Shares in exchange for the portion of the Merger Consideration or Warrant Payment (Consideration, as applicable) receivable in respect , and the method of payment of such Certificatesholder's Fractional Shares Cash Amount. Upon surrender of a Certificate Sirona Certificates and Sirona Book-Entry Shares for cancellation to the Exchange Agent together with such Letter of Transmittal, properly completed and duly executed, and or to such other documents agent or agents as may be appointed by Sirona and DENTSPLY, and upon delivery of a letter of transmittal, duly executed and in proper form with all required pursuant enclosures and attachments, with respect to such instructionsSirona Certificates or Sirona Book-Entry Shares, the holder of such Certificate Sirona Certificates or Sirona Book-Entry Shares shall be entitled to receive in exchange therefor the portion whole shares of the Merger Consideration or Warrant Payment (as applicable) which DENTSPLY Common Stock that such holder has the right is entitled to receive in respect pursuant to Section 2.1 and, if applicable, the Fractional Shares Cash Amount for each share of the shares of Company Capital Sirona Common Stock or Warrants formerly represented by such Certificate (Sirona Certificates and the right to receive payments from the General Escrow Account for each Sirona Book-Entry Share. Any Sirona Certificates and the Equityholders’ Representative Escrow Account in accordance with the Escrow Agreement and Section 3.3), and the Certificate Sirona Book-Entry Shares so surrendered shall forthwith be canceledcancelled. Following any receipt of an Excess Payment, the Exchange Agent will deliver to each holder of surrendered Certificates, such holder’s pro rata portion thereof; provided, that if the Exchange Agent receives an Excess Payment prior to receipt of surrendered Certificates, then If payment of the portion thereof applicable to such unsurrendered Certificates shall be made at the same time as payment of the balance of the applicable Merger Consideration or Warrant Payment (as applicable) upon surrender thereof. No interest will be paid or accrued on any Merger Consideration or Warrant Payment (as applicable) payable to holders of Certificates. In the event of a transfer of ownership of shares of Company Capital Stock or Warrants that is not registered in the transfer records of the Company, the portion of the Merger Consideration is to be made to a Person other than the Person in whose name any surrendered Sirona Certificate is registered, it shall be a condition precedent to payment that the Sirona Certificate so surrendered shall be properly endorsed or Warrant Payment (shall be otherwise in proper form for transfer, and the Person requesting such payment shall have paid any transfer and other similar Taxes required by reason of the delivery of the Merger Consideration, as applicable) payable in respect of such shares of Company Capital Stock or Warrants may be issued , to a transferee if Person other than the registered holder of the Sirona Certificate representing such shares of Company Capital Stock or Warrants is presented so surrendered and shall have established to the Exchange Agent, accompanied by any documents reasonably satisfaction of Sirona that such Taxes either have been paid or are not required to evidence and effect be paid. Delivery of the Merger Consideration with respect to Sirona Book-Entry Shares shall only be made to the Person in whose name such transfer and by evidence that any applicable stock transfer Taxes have been paidSirona Book-Entry Shares are registered. Until surrendered as contemplated by this Section 3.1hereby, each Sirona Certificate shall, subject to Section 3.2, or Sirona Book-Entry Share shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the portion of the Merger Consideration or Warrant Payment (as applicable) payable provided in respect of such Certificate as set forth in Section 2.6this Agreement.

Exchange Procedures. Subject to Section 3.1(c), promptly following the Effective Time (but in no event later than a) Within two (2) Business Days days following the Closing Date, Unified shall mail or cause to be mailed to holders of record of certificates representing shares of Seller Common Stock (the "Certificates"), as identified on the Seller Shareholder List, as provided pursuant to Section 1.11 hereof, letters advising them of the effectiveness of the Merger and instructing them to tender such Certificates to Unified, or in lieu thereof, such evidence of lost, stolen or mutilated Certificates and such surety bond or other security as Unified may reasonably require (the "Required Documentation"). (b) Subject to Section 1.11, after the Effective Time), Parent shall instruct the Exchange Agent to mail to each previous holder of record a Certificate that surrenders such Certificate or in lieu thereof, the Required Documentation, to Unified, with a properly completed and executed letter of transmittal with respect to such Certificate, will be entitled to a certificate or certificates which immediately prior representing the Merger Consideration. (c) Each outstanding Certificate, until duly surrendered to the Effective Time represented outstanding shares of Company Capital Stock or Warrants (the “Certificates”) (A) a letter of transmittal substantially in the form attached hereto as Exhibit C (“Letter of Transmittal”)Unified, which shall specify that delivery shall be effected, and risk of loss and title deemed to the Certificates shall pass, only upon proper delivery of the Certificates to the Exchange Agent and shall be in customary form reasonably satisfactory to Parent and the Equityholders’ Representative, and (B) instructions for use in effecting the surrender of the Certificates in exchange for the portion evidence ownership of the Merger Consideration or Warrant Payment (as applicable) receivable in respect of such Certificates. Upon surrender of a Certificate for cancellation to into which the Exchange Agent together with such Letter of Transmittal, properly completed and duly executed, and such other documents as may be required pursuant to such instructions, the holder of stock previously represented by such Certificate shall have been converted pursuant to this Agreement. (d) After the Effective Time, holders of Certificates shall cease to have rights with respect to the stock previously represented by such Certificates, and their sole rights shall be entitled to receive exchange such Certificates for the Merger Consideration issuable in exchange therefor the portion Merger. After the closing of the transfer books as described in Section 1.11 hereof, there shall be no further transfer on the records of Seller of Certificates, and if such Certificates are presented to Seller for transfer, they shall be cancelled against delivery of the Merger Consideration. Neither Buyer nor the Surviving Corporation shall be obligated to deliver the Merger Consideration or Warrant Payment (to which any former holder of Seller Common Stock is entitled as applicable) which a result of the Merger until such holder has surrenders the Certificates or furnishes the Required Documentation as provided herein. No dividends or distributions declared after the Effective Time on the Unified Common Stock will be remitted to any person until such person surrenders the Certificate representing the right to receive in respect of the shares of Company Capital such Unified Common Stock or Warrants formerly furnishes the Required Documentation, at which time such dividends or declarations shall be remitted to such person, without interest and less any taxes that may have been imposed thereon. Certificates surrendered for exchange by an affiliate shall not be exchanged until Unified has received a written agreement from such affiliate as required pursuant to Section 5.06 hereof. Neither Unified nor any party to this Agreement nor any affiliate thereof shall be liable to any holder of stock represented by such any Certificate (and the right to receive payments from the General Escrow Account and the Equityholders’ Representative Escrow Account in accordance with the Escrow Agreement and Section 3.3), and the Certificate so surrendered shall forthwith be canceled. Following any receipt of an Excess Payment, the Exchange Agent will deliver to each holder of surrendered Certificates, such holder’s pro rata portion thereof; provided, that if the Exchange Agent receives an Excess Payment prior to receipt of surrendered Certificates, then payment of the portion thereof applicable to such unsurrendered Certificates shall be made at the same time as payment of the balance of the applicable Merger Consideration or Warrant Payment (as applicable) upon surrender thereof. No interest will be paid or accrued on for any Merger Consideration or Warrant Payment (as applicable) payable to holders of Certificates. In issuable in the event of a transfer of ownership of shares of Company Capital Stock or Warrants Merger that is not registered in the transfer records of the Company, the portion of the Merger Consideration or Warrant Payment (as applicable) payable in respect of such shares of Company Capital Stock or Warrants may be issued paid to a transferee if the Certificate representing such shares of Company Capital Stock public official pursuant to applicable abandoned property, escheat or Warrants is presented to the Exchange Agent, accompanied by any documents reasonably required to evidence and effect such transfer and by evidence that any applicable stock transfer Taxes have been paid. Until surrendered as contemplated by this Section 3.1, each Certificate shall, subject to Section 3.2, be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the portion of the Merger Consideration or Warrant Payment (as applicable) payable in respect of such Certificate as set forth in Section 2.6similar laws.

Exchange Procedures. Subject to Section 3.1(c), promptly Promptly following the Effective Time (but in no event later than two three (23) Business Days following the Effective Time), Parent shall instruct the Exchange Paying Agent to mail to each holder of record of a certificate or certificates which immediately prior to the Effective Time represented outstanding shares of Company Capital Common Stock or Warrants (the “Certificates”) and whose shares of Company Common Stock have been converted into the right to receive Merger Consideration pursuant to Section 3.1 (Ai) a letter of transmittal substantially in the customary form attached hereto as Exhibit C (“Letter of Transmittal”), which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Exchange Paying Agent and shall be in customary form reasonably satisfactory subject to Parent and the Equityholders’ Representativeconsent of the Company prior to the Effective Time, such consent not to be unreasonably withheld or delayed) and (Bii) instructions for use in effecting the surrender of the Certificates in exchange for the portion of the Merger Consideration or Warrant Payment (as applicable) receivable in respect of such CertificatesConsideration. Upon surrender of a Certificate for cancellation to the Exchange Paying Agent together with such Letter letter of Transmittaltransmittal, properly completed and duly executed, and such other documents as may be reasonably required pursuant to such instructionsinstructions (or, if such shares are held in book-entry or other uncertificated form, upon the entry through a book-entry transfer agent of the surrender of such shares on a book-entry account statement (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)), the holder of such Certificate shall be entitled to receive in exchange therefor the portion of the Merger Consideration or Warrant Payment (as applicable) which such holder has the right to receive in respect of the shares of Company Capital Common Stock or Warrants formerly represented by such Certificate (and the right to receive payments from the General Escrow Account and the Equityholders’ Representative Escrow Account in accordance with the Escrow Agreement and Section 3.3)Certificate, and the Certificate so surrendered shall forthwith be canceled. Following any receipt of an Excess Payment, the Exchange Agent will deliver to each holder of surrendered Certificates, such holder’s pro rata portion thereof; provided, that if the Exchange Agent receives an Excess Payment prior to receipt of surrendered Certificates, then payment of the portion thereof applicable to such unsurrendered Certificates shall be made at the same time as payment of the balance of the applicable Merger Consideration or Warrant Payment (as applicable) upon surrender thereof. No interest will be paid or accrued on any Merger Consideration or Warrant Payment (as applicable) payable to holders of Certificates. In the event of a transfer of ownership of shares of Company Capital Common Stock or Warrants that which is not registered in the transfer records of the Company, the portion of the Merger Consideration or Warrant Payment (as applicable) payable in respect of such shares of Company Capital Stock or Warrants may be issued to a transferee if the Certificate representing such shares of Company Capital Common Stock or Warrants is presented to the Exchange Paying Agent, accompanied by any all documents reasonably required to evidence and effect such transfer and by evidence that any applicable stock transfer Taxes have been paid. Until surrendered as contemplated by this Section 3.13.2, each Certificate shall, subject to Section 3.2, shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the portion of the Merger Consideration or Warrant Payment (the right to demand to be paid the “fair value” of the shares represented thereby as applicable) payable in respect of such Certificate as set forth in contemplated by Section 2.63.3.

Exchange Procedures. Subject to Section 3.1(c), promptly following the Effective Time (but in no event later than two (2) Business Days Promptly following the Effective Time), Parent and the Surviving Corporation shall instruct cause the Exchange Payment Agent to mail to each holder of record of a certificate or certificates which Shares as of immediately prior to the Effective Time represented outstanding whose shares of Company Capital Stock or Warrants were converted into the right to receive the Merger Consideration pursuant to Section 1.4(b)(i): (the “Certificates”) (Ai) a letter of transmittal substantially in the customary form attached hereto as Exhibit C (“Letter of Transmittal”), which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of a certificate or certificates (the Certificates “Certificates”) that immediately prior to the Exchange Effective Time represented outstanding Shares (excluding Cancelled Shares and Dissenting Shares) (or effective affidavits of loss in lieu thereof as provided in Section 2.2(d)) or transfer of Uncertificated Shares (excluding Cancelled Shares and Dissenting Shares) to the Payment Agent and shall be (as evidenced by receipt by the Payment Agent of an “agent’s message” in customary form or such other evidence as the Payment Agent may reasonably satisfactory to Parent and the Equityholders’ Representative, request); and (Bii) instructions for use in effecting the surrender of the Certificates or transfer of the Uncertificated Shares in exchange for the portion Merger Consideration payable in respect thereof pursuant to the provisions of Article I. Each holder of Shares that have been converted into the right to receive the Merger Consideration or Warrant Payment (as applicable) receivable shall be entitled to receive the Merger Consideration in respect of such Certificates. Upon surrender of the Shares represented by a Certificate for cancellation or Uncertificated Share (x) in the case of Shares represented by a Certificate, upon surrender to the Exchange Payment Agent of such Certificate, together with such Letter of Transmittal, properly a duly completed and duly executed, validly executed letter of transmittal and such other documents as may reasonably be required pursuant to such instructionsrequested by the Payment Agent or (y) in the case of a book-entry transfer of Uncertificated Shares promptly following the Closing. Until so surrendered or transferred, as the holder of case may be, from and after the Effective Time each such Certificate or Uncertificated Share shall be entitled to receive in exchange therefor the portion of the Merger Consideration or Warrant Payment (as applicable) which such holder has represent for all purposes only the right to receive the Merger Consideration payable in respect thereof pursuant to the provisions of Article I. If Certificates or Uncertificated Shares are presented to the shares of Company Capital Stock or Warrants formerly represented by such Certificate (Surviving Corporation after the Effective Time for any reason, they shall be canceled and exchanged for the right to receive payments from the General Escrow Account Merger Consideration as provided for, and the Equityholders’ Representative Escrow Account in accordance with the Escrow Agreement and Section 3.3), and the Certificate so surrendered shall forthwith be canceled. Following any receipt of an Excess Payment, the Exchange Agent will deliver to each holder of surrendered Certificates, such holder’s pro rata portion thereof; provided, that if the Exchange Agent receives an Excess Payment prior to receipt of surrendered Certificates, then payment of the portion thereof applicable to such unsurrendered Certificates shall be made at the same time as payment of the balance of the applicable Merger Consideration or Warrant Payment (as applicable) upon surrender thereof. procedures set forth in Article I. No interest will shall be paid or accrued on any Merger Consideration the cash payable upon the surrender or Warrant Payment (as applicable) payable to holders of Certificates. In the event of a transfer of ownership such Certificate or Uncertificated Share. From and after the Effective Time, there will be no further registration of shares of Company Capital Stock or Warrants that is not registered in transfers on the transfer records of the Company, the portion Surviving Corporation of the Merger Consideration or Warrant Payment (as applicable) payable in respect of such shares of Company Capital Stock or Warrants may be Shares that were issued to a transferee if the Certificate representing such shares of Company Capital Stock or Warrants is presented and outstanding immediately prior to the Exchange AgentEffective Time, accompanied by any documents reasonably required other than transfers to evidence and effect such transfer and by evidence that any applicable stock transfer Taxes have been paid. Until surrendered as contemplated by this Section 3.1reflect, each Certificate shallin accordance with customary settlement procedures, subject trades effected prior to Section 3.2, be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the portion Time. Table of the Merger Consideration or Warrant Payment (as applicable) payable in respect of such Certificate as set forth in Section 2.6.Contents

Exchange Procedures. Subject to Section 3.1(c), promptly following Promptly after the Effective Time (but and in no event later than two (2) Business Days following thereafter), the Parent Entities shall cause to be mailed (i) to each Person who was, at the Company Merger Effective Time, the Manager Merger Effective Time or the OpCo Merger Effective Time, as applicable, a Holder of Shares represented by book-entry, Manager Membership Interests, OpCo Membership Interests or OpCo Profits Units, as applicable (collectively, the “Book-Entry Securities”), Parent shall instruct instructions for use in effecting the Exchange Agent surrender of such Book-Entry Securities in exchange for the Merger Consideration to mail which such Holder is entitled pursuant to this Article III (other than any Deferred Payments) and (ii) to the extent any Certificates are outstanding as of immediately prior to the Company Merger Effective Time, to each Holder who was, at the Company Merger Effective Time, a holder of record of a certificate or certificates which (“Certificates”) that represented any Shares outstanding immediately prior to the Company Merger Effective Time represented outstanding shares Time, a form of Company Capital Stock or Warrants letter of transmittal (the “Certificates”) which (A) a letter of transmittal substantially in the form attached hereto as Exhibit C (“Letter of Transmittal”), which shall specify that delivery of a Certificate shall be effected, and risk of loss and title to the Certificates such Certificate shall pass, only upon proper delivery of the Certificates such Certificate to the Exchange Paying Agent and shall be in customary form reasonably satisfactory to Parent and the Equityholders’ Representative, and (B) shall be in such form and have such other customary provisions as the Surviving Company may specify), together with instructions for use in effecting thereto, setting forth, inter alia, the procedures by which holders of Certificates may surrender of the such Certificates in exchange for the portion Merger Consideration to which such holder is entitled pursuant to this Article III. If payment of the applicable Merger Consideration or Warrant Payment (as applicable) receivable in respect of such Certificates. Upon surrender of any Shares represented by Certificates is to be made to a Person other than the Person in whose name a Certificate for cancellation to the Exchange Agent together with such Letter of Transmittalsurrendered is registered, properly completed and duly executed, and such other documents as may be required pursuant to such instructions, the holder of such Certificate it shall be entitled to receive in exchange therefor the portion a condition of payment of the Company Merger Consideration or Warrant Payment that (as applicablew) which such holder has the right to receive in respect of the shares of Company Capital Stock or Warrants formerly represented by such Certificate (and the right to receive payments from the General Escrow Account and the Equityholders’ Representative Escrow Account in accordance with the Escrow Agreement and Section 3.3), and the Certificate so surrendered shall forthwith be canceled. Following properly endorsed or shall otherwise be in proper form for transfer and (x) the Person requesting such payment shall pay any receipt transfer or other Taxes required solely by reason of an Excess Payment, the Exchange Agent will deliver payment of such Company Merger Consideration to each a Person other than the registered holder of surrendered Certificates, such holder’s pro rata portion thereof; provided, that if Certificate or establish to the Exchange Agent receives an Excess Payment prior to receipt of surrendered Certificates, then payment reasonable satisfaction of the portion thereof applicable to Parent Entities that such unsurrendered Certificates shall be made at the same time as payment of the balance of the applicable Merger Consideration or Warrant Payment (as applicable) upon surrender thereof. No interest will be Tax has been paid or accrued on any Merger Consideration or Warrant Payment (as is not applicable) payable to holders of Certificates. In the event of a transfer of ownership of shares of Company Capital Stock or Warrants Book-Entry Securities that is not registered in the transfer records of the CompanyCompany Entities, the portion payment of the applicable Merger Consideration or Warrant Payment (as applicableother than any Deferred Payments) payable in respect of such shares of Company Capital Stock or Warrants may be issued made to a transferee Holder other than the Person in whose name the Book-Entry Security is registered if the Certificate representing such shares of Company Capital Stock or Warrants is presented to the Exchange Agent, accompanied by any (y) all documents reasonably required to evidence and effect such transfer or otherwise be in proper form for transfer are presented to the Paying Agent and (z) the Holder requesting such payment shall pay any transfer or other Taxes required solely by evidence reason of the payment of such Merger Consideration (other than any Deferred Payments) to a Person other than the registered holder of such Book-Entry Security or establish to the reasonable satisfaction of the Parent Entities that any applicable stock transfer Taxes have such Tax has been paidpaid or is not applicable. Until surrendered as contemplated by this Section 3.13.04, each Book-Entry Security and Certificate shall, subject to Section 3.2, shall be deemed at any time all times after the Effective Time to represent only the right to receive upon such surrender the portion Merger Consideration (other than any Deferred Payments) to which the holder of such Book-Entry Security or Certificate is entitled pursuant to this Article III. No interest shall be paid or will accrue on any cash payable to holders of Book-Entry Securities or Certificates pursuant to the provisions of this Article III. Each Holder that is a registered holder of one or more Book-Entry Securities shall, upon receipt by the Paying Agent of an “agent’s message” in customary form (or such other evidence, if any, as the Paying Agent may reasonably require), be entitled to receive, and the Parent Entities shall cause the Paying Agent to pay and deliver as soon as reasonably practicable after receipt of such agent’s message (or such other evidence, if any, as the Paying Agent may reasonably require), the Merger Consideration (other than any Deferred Payments) for each Book-Entry Security. Each Holder that is a holder of one or Warrant Payment (as applicable) payable in respect more Certificates shall, upon completion of such applicable procedures by such holder and the surrender of such holder’s Certificate, be entitled to receive, and the Parent Entities shall cause the Paying Agent to pay and deliver as soon as reasonably practicable after the completion of such procedures, the Merger Consideration (other than any Deferred Payments) for each Share represented by such Certificates. Upon the payment and delivery of the applicable Merger Consideration (other than any Deferred Payments) with respect to a Certificate as set forth or Book-Entry Security, such Certificate or Book-Entry Security shall forthwith be canceled. Prior to the Company Merger Effective Time, the Parent Entities and the Company Entities shall cooperate to establish procedures with the Paying Agent and the Depository Trust Company (“DTC”) with the objective that the Paying Agent shall transmit to DTC or its nominee on the Closing Date an amount in Section 2.6cash, by wire transfer of immediately available funds, equal to (X) the number of shares of Company Common Stock (other than Excluded Shares, Rollover Shares and any Dissenting Shares) held of record by DTC or such nominee immediately prior to the Company Merger Effective Time multiplied by (Y) the Company Merger Consideration.

Exchange Procedures. Subject to Section 3.1(c), promptly Promptly following the Effective Time (but in no event later than two (2) Business Days following the Effective Time), Parent shall instruct cause the Exchange Paying Agent to mail to each holder of record of a certificate Certificate or certificates Certificates which immediately prior to the Effective Time represented outstanding shares of Company Capital Common Stock or Warrants (the “Certificates”, it being understood that any references herein to “Certificates” shall be deemed to include Book-Entry Shares) and whose shares of Company Common Stock have been converted into the right to receive Merger Consideration pursuant to Article I (Aa) a letter of transmittal substantially in the customary form attached hereto as Exhibit C (“Letter of Transmittal”), which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Exchange Agent and shall be in customary form reasonably satisfactory to Parent and the Equityholders’ Representative, Paying Agent) and (Bb) instructions for use in effecting the surrender of the Certificates in exchange for the portion of the Merger Consideration or Warrant Payment (as applicable) receivable in respect of such CertificatesConsideration. Upon surrender of a Certificate for cancellation to the Exchange Paying Agent together with such Letter letter of Transmittaltransmittal, properly completed and duly executed, and such other documents as may be customarily and reasonably required pursuant to such instructionsinstructions (or, if such shares are held in book-entry or other uncertificated form, upon the entry through a book-entry transfer agent of the surrender of such shares on a book-entry account statement), the holder of such Certificate shall be entitled to receive in exchange therefor the portion of the Merger Consideration or Warrant Payment (as applicable) which such holder has the right to receive in respect of the shares of Company Capital Common Stock or Warrants formerly represented by such Certificate (and the right to receive payments from the General Escrow Account and the Equityholders’ Representative Escrow Account in accordance with the Escrow Agreement and Section 3.3)Certificate, and the Certificate so surrendered shall forthwith be canceled. Following any receipt of an Excess Payment, the Exchange Agent will deliver to each holder of surrendered Certificates, such holder’s pro rata portion thereof; provided, that if the Exchange Agent receives an Excess Payment prior to receipt of surrendered Certificates, then payment of the portion thereof applicable to such unsurrendered Certificates shall be made at the same time as payment of the balance of the applicable Merger Consideration or Warrant Payment (as applicable) upon surrender thereofcancelled. No interest will be paid or accrued on any Merger Consideration or Warrant Payment (as applicable) payable to holders of Certificates. In the event of a transfer of ownership of shares of Company Capital Common Stock or Warrants that which is not registered in the transfer records of the Company, the portion of the Merger Consideration or Warrant Payment (as applicable) payable in respect of such shares of Company Capital Stock or Warrants may be issued to a transferee if the Certificate representing such shares of Company Capital Common Stock or Warrants is presented to the Exchange Paying Agent, accompanied by any all documents reasonably required to evidence and effect such transfer and by evidence that any applicable stock transfer Taxes have been paid. Until surrendered as contemplated by this Section 3.1Article II, each Certificate shall, subject to Section 3.2, shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the portion of the Merger Consideration or Warrant Payment (the right to demand to be paid the “fair market value” of the shares represented thereby as applicable) payable in respect of such Certificate as set forth in Section 2.6.contemplated by Article I.

Exchange Procedures. Subject to Section 3.1(c), promptly following the Effective Time (but in no event later than two (2) Business Days following Promptly after the Effective Time), Parent the Surviving Corporation shall instruct cause its transfer agent (or a depository or trust institution of recognized standing selected by BancTrust and reasonably satisfactory to Peoples) (the “Exchange Agent Agent”) to mail to each holder the former shareholders of record of a certificate or certificates which immediately prior to the Effective Time represented outstanding shares of Company Capital Stock or Warrants Peoples appropriate transmittal materials (the “Certificates”) (A) a letter of transmittal substantially in the form attached hereto as Exhibit C (“Letter of Transmittal”), which shall specify that delivery shall be effected, and risk of loss and title to the Certificates certificates theretofore representing shares of Peoples Common Stock shall pass, only upon proper delivery of such certificates to the Certificates Exchange Agent). After the Effective Time, each holder of shares of Peoples Common Stock (other than shares to be canceled pursuant to Section 3.3 of this Agreement or as to which dissenters’ rights of appraisal have been perfected as provided in Section 3.4 of this Agreement) issued and outstanding at the Effective Time shall surrender the certificate or certificates representing such shares to the Exchange Agent (or shall furnish customary documentation and indemnity if any such certificates are lost, stolen or destroyed) and shall be in customary form reasonably satisfactory to Parent and the Equityholders’ Representative, and (B) instructions for use in effecting the surrender of the Certificates in exchange for the portion of the Merger Consideration or Warrant Payment (as applicable) receivable in respect of such Certificates. Upon surrender of a Certificate for cancellation to the Exchange Agent together with such Letter of Transmittal, properly completed and duly executed, and such other documents as may be required pursuant to such instructions, the holder of such Certificate shall be entitled to promptly thereafter receive in exchange therefor the portion of the Merger Consideration provided in Section 3.1 of this Agreement, together with all undelivered dividends or Warrant Payment (as applicable) which such holder has the right to receive distributions in respect of the shares of Company Capital BancTrust Common Stock received (without interest thereon) pursuant to Section 4.2 of this Agreement. To the extent required by Section 3.5 of this Agreement, each holder of shares of Peoples Common Stock issued and outstanding at the Effective Time also shall receive, upon surrender of the certificate or Warrants formerly represented by certificates representing such Certificate shares, cash in lieu of any fractional share of BancTrust Common Stock to which such holder may be otherwise entitled (and without interest). The Surviving Corporation shall not be obligated to deliver the right Merger Consideration to receive payments from which any former holder of Peoples Common Stock is entitled as a result of the General Escrow Account and Merger until such holder surrenders his certificate or certificates representing the Equityholders’ Representative Escrow Account shares of Peoples Common Stock for exchange as provided in accordance with the Escrow Agreement and this Section 3.3), and the Certificate 4.1. The certificate or certificates of Peoples Common Stock so surrendered shall forthwith be canceled. Following any receipt of an Excess Payment, duly endorsed as the Exchange Agent will deliver to each holder may require. Any other provision of surrendered Certificatesthis Agreement notwithstanding, such holder’s pro rata portion thereof; provided, that if neither the Surviving Corporation nor the Exchange Agent receives an Excess Payment prior to receipt of surrendered Certificates, then payment of the portion thereof applicable to such unsurrendered Certificates shall be made at the same time as payment liable to a holder of the balance of the applicable Merger Consideration or Warrant Payment (as applicable) upon surrender thereof. No interest will be Peoples Common Stock for any amounts paid or accrued on any Merger Consideration or Warrant Payment (as applicable) payable to holders of Certificates. In the event of a transfer of ownership of shares of Company Capital Stock or Warrants that is not registered property delivered in the transfer records of the Company, the portion of the Merger Consideration or Warrant Payment (as applicable) payable in respect of such shares of Company Capital Stock or Warrants may be issued good faith to a transferee if the Certificate representing such shares of Company Capital Stock or Warrants is presented public official pursuant to the Exchange Agent, accompanied by any documents reasonably required to evidence and effect such transfer and by evidence that any applicable stock transfer Taxes have been paid. Until surrendered as contemplated by this Section 3.1, each Certificate shall, subject to Section 3.2, be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the portion of the Merger Consideration or Warrant Payment (as applicable) payable in respect of such Certificate as set forth in Section 2.6abandoned property Law.

Exchange Procedures. Subject (a) Prior to the Closing, for the benefit of the holders of Old Certificates, (i) Buyer shall cause to be delivered to the Exchange Agent, for exchange in accordance with this Article II, a statement or other evidence of shares in book entry form or, at Buyer’s option, stock certificates, representing shares of Buyer Common Stock to be issued pursuant to Section 3.1(c2.01(d) (each such evidence of book entry ownership or stock certificate, a “New Certificate”) and (ii) Buyer shall deliver, or shall cause to be delivered, to the Exchange Agent cash equal to the estimated amount of cash to be paid in lieu of fractional shares of Buyer Common Stock (that cash and the Consideration, being referred to as the “Exchange Fund”). (b) As promptly as practicable, promptly following the Effective Time (but in any event no event later than two five (25) Business Days following the Effective Time), Parent shall instruct and provided that Company has delivered, or caused to be delivered, to the Exchange Agent prior to the Closing all information that is necessary for the Exchange Agent to perform its obligations, the Exchange Agent shall mail to each holder of record of an Old Certificate or Old Certificates who has not previously surrendered their Old Certificate or Old Certificates, a certificate or certificates which immediately prior to the Effective Time represented outstanding shares form of Company Capital Stock or Warrants (the “Certificates”) (A) a letter of transmittal substantially in the form attached hereto as Exhibit C (“Letter of Transmittal”), which shall specify that delivery shall be effected, and risk of loss and title to the Old Certificates shall pass, only upon proper delivery of the Old Certificates to the Exchange Agent Agent) and shall be in customary form reasonably satisfactory to Parent and the Equityholders’ Representative, and (B) instructions for use in effecting the surrender of the Old Certificates in exchange for the portion of the Merger Consideration or Warrant Payment (as applicable) receivable provided for in respect of such Certificatesthis Agreement. Upon proper surrender of a an Old Certificate for exchange and cancellation to the Exchange Agent Agent, together with such Letter of Transmittal, a properly completed and letter of transmittal, duly executed, and such other documents as may be required pursuant to such instructions, the holder of such the Old Certificate shall be entitled to receive in exchange therefor the portion of the Merger Consideration or Warrant Payment (exchange, as applicable, (i) a New Certificate representing that number of shares of Buyer Common Stock to which such the former holder of Company Common Stock shall have become entitled pursuant to this Agreement, and/or (ii) a check representing the amount of cash (if any) payable in lieu of a fractional share of Buyer Common Stock which the former holder has the right to receive in respect of the shares of Company Capital Stock or Warrants formerly represented by such Old Certificate (and the right surrendered pursuant to receive payments from the General Escrow Account and the Equityholders’ Representative Escrow Account in accordance with the Escrow Agreement and Section 3.3)this Agreement, and the Old Certificate so surrendered shall forthwith be canceled. Following any receipt of an Excess Payment, the Exchange Agent will deliver to each holder of surrendered Certificates, such holder’s pro rata portion thereof; provided, that if the Exchange Agent receives an Excess Payment prior to receipt of surrendered Certificates, then payment of the portion thereof applicable to such unsurrendered Certificates shall be made at the same time as payment of the balance of the applicable Merger Consideration or Warrant Payment (as applicable) upon surrender thereof. No interest will be paid or accrued on any Merger Consideration or Warrant Payment (as applicable) payable to holders of Certificates. In the event of a transfer of ownership of shares of Company Capital Stock or Warrants that is not registered in the transfer records of the Company, the portion of the Merger Consideration or Warrant Payment (as applicable) payable in respect of such shares of Company Capital Stock or Warrants may be issued to a transferee if the Certificate representing such shares of Company Capital Stock or Warrants is presented to the Exchange Agent, accompanied by any documents reasonably required to evidence and effect such transfer and by evidence that any applicable stock transfer Taxes have been paidcancelled. Until surrendered as contemplated by this Section 3.12.05(b), each Old Certificate shall, subject to (other than Old Certificates representing shares described in Section 3.2, 2.01(c)) shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration as provided for in this Agreement and any unpaid dividends and distributions as provided in paragraph (c) of this Section 2.05 and any unpaid dividend with respect to the Company Common Stock with a record date that is prior to the Effective Time. No interest shall be paid or accrued on any cash in lieu of fractional shares or on any unpaid dividends and distributions payable to holders of Old Certificates. For shares of Company Common Stock held in book entry form, Buyer shall establish procedures for delivery which shall be reasonably acceptable to Company. (c) No dividends or other distributions with a record date after the Effective Time with respect to Buyer Common Stock shall be paid to the holder of any unsurrendered Old Certificate until the holder shall surrender his or her Old Certificate in accordance with this Section 2.05. After the surrender of an Old Certificate in accordance with this Section 2.05, the record holder shall be entitled to receive any dividends or other distributions, without any interest, which had become payable with respect to shares of Buyer Common Stock represented by the Old Certificate. None of Buyer, Company or the Exchange Agent shall be liable to any Person in respect of any shares of Company Common Stock (or dividends or distributions with respect to them) or cash from the Exchange Fund delivered, as required by Law, to a public official pursuant to any applicable abandoned property, escheat, or similar Law. (d) The Exchange Agent and Buyer, as the case may be, shall not be obligated to deliver cash and a New Certificate or New Certificates representing shares of Buyer Common Stock to which a holder of Company Common Stock would otherwise be entitled as a result of the Merger until such holder surrenders the Old Certificate or Old Certificates representing the shares of Company Common Stock for exchange as provided in this Section 2.05, or an appropriate affidavit of loss and indemnity agreement and a bond in such amount as shall be required in each case by Xxxxx (but not more than the amount required under Xxxxx’s contract with its transfer agent). If any New Certificates evidencing shares of Buyer Common Stock are to be issued in a name other than that in which the Old Certificate evidencing Company Common Stock surrendered in exchange is registered, it shall be a condition of the issuance that the Old Certificate so surrendered shall be properly endorsed or accompanied by an executed form of assignment separate from the Old Certificate and otherwise in proper form for transfer, and that the Person requesting the exchange pay to the Exchange Agent any transfer or other recordation Tax required by reason of the issuance of a New Certificate for shares of Buyer Common Stock in any name other than that of the registered holder of the Old Certificate surrendered or otherwise establish to the satisfaction of the Exchange Agent that any Tax has been paid or is not payable. (e) Any portion of the Exchange Fund that remains unclaimed by the shareholders of Company for twelve (12) months after the Effective Time (as well as any interest or proceeds from any investment of the Exchange Fund) shall be delivered by the Exchange Agent to Buyer. Any shareholder of Company who has not complied with Section 2.05(b) shall thereafter look only to the Surviving Entity for the Merger Consideration or Warrant Payment (as applicable) payable deliverable in respect of each share of Company Common Stock the shareholder holds as determined pursuant to this Agreement, in each case without any interest. If outstanding Old Certificates for shares of Company Common Stock are not surrendered or the payment for them is not claimed prior to the date on which such shares of Buyer Common Stock or cash would otherwise escheat to or become the property of any governmental unit or agency, the unclaimed items shall, to the extent permitted by abandoned property and any other applicable Law, become the property of Buyer (and to the extent not in its possession shall be delivered to it), free and clear of all claims or interest of any Person previously entitled to the property. Neither the Exchange Agent nor any party to this Agreement shall be liable to any holder of shares of Company Common Stock represented by any Old Certificate for any consideration paid to a public official pursuant to applicable abandoned property, escheat, or similar Laws. Buyer and the Exchange Agent shall be entitled to rely upon the stock transfer books of Company to establish the identity of those Persons entitled to receive the Merger Consideration specified in this Agreement, which books shall be deemed conclusive. In the event of a dispute with respect to ownership of any shares of Company Common Stock represented by any Old Certificate, Buyer and the Exchange Agent shall be entitled to tender to the custody of any court of competent jurisdiction any Merger Consideration represented by the Old Certificate and file legal proceedings interpleading all parties to such dispute, and will thereafter be relieved with respect to any claim with respect to such Merger Consideration. (f) Buyer (through the Exchange Agent, if applicable) and any other applicable withholding agent shall be entitled to deduct and withhold from any amounts otherwise payable pursuant to this Agreement to any holder of shares of Company Common Stock any amounts as set forth Buyer (or any other applicable withholding agent) is required to deduct and withhold under applicable Law. Any amounts so deducted and withheld shall be treated for all purposes of this Agreement as having been paid to the holder of Company Common Stock for whom the deduction and withholding was made by Buyer (or any other applicable withholding agent). (g) If an Old Certificate has been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming such Old Certificate to be lost, stolen or destroyed and, if required by Buyer or the Exchange Agent, the posting by such person of a bond in Section 2.6such amount as Buyer or the Exchange Agent may determine is reasonably necessary as indemnity against any claim that may be made against it with respect to such Old Certificate, the Exchange Agent will issue in exchange for such lost, stolen or destroyed Old Certificate the shares of Buyer Common Stock and any cash in lieu of fractional shares, and dividends or distributions, deliverable in respect thereof pursuant to this Agreement.

Exchange Procedures. Subject (a) Prior to Section 3.1(cthe Effective Time, Parent shall select an exchange agent, agreed to by JCB (the “Exchange Agent”). No later than two business days prior to the Effective Time, Parent shall deposit, or shall cause to be deposited, with the Exchange Agent, for the benefit of the holders of certificates formerly representing shares of JCB Common Stock (“Old Certificates”) and holders of non‑certificated shares of JCB Common Stock (“Book-Entry Shares”), promptly following for exchange in accordance with this Article III, sufficient funds for timely payment of the aggregate Merger Consideration to be paid pursuant to this Article III (the “Exchange Fund”). The Exchange Fund will be distributed in accordance with the Exchange Agent’s normal and customary procedures established in connection with merger transactions. (b) As soon as practicable after the Effective Time (but Time, and in no event later than two three (23) Business Days following the Effective Time)business days thereafter, Parent shall instruct the Exchange Agent to shall mail to each holder of record of a certificate one or certificates which immediately prior to the Effective Time represented outstanding shares of Company Capital Stock more Old Certificates or Warrants (the “Certificates”) (A) Book-Entry Shares a letter of transmittal substantially in the form attached hereto as Exhibit C (“Letter of Transmittal”), which shall specify that delivery no Person shall be effectedhave the right to receive the Merger Consideration until they deliver the Old Certificates, or a lost stock affidavit and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Exchange Agent and shall be indemnity in customary form reasonably satisfactory to Parent the Exchange Agent, to the Exchange Agent) and the Equityholders’ Representative, and (B) instructions for use in effecting the surrender of the Old Certificates or Book-Entry Shares in exchange for the portion Merger Consideration that the holders of the Merger Consideration Old Certificates or Warrant Payment (as applicable) receivable in respect of such CertificatesBook-Entry Shares are entitled to receive pursuant to Article III. Upon proper surrender of an Old Certificate or Book-Entry Shares (or delivery of a Certificate lost stock affidavit and indemnity) for exchange and cancellation to the Exchange Agent Agent, together with such Letter of Transmittal, properly completed and letter of transmittal, duly executed, and such other documents as may be required pursuant to such instructions, the holder of such Certificate Old Certificates or Book-Entry Shares shall be entitled to receive in exchange therefor the portion of the Merger Consideration or Warrant Payment (as applicable) which such holder has the right to receive in respect of the shares Old Certificates or Book-Entry Shares surrendered pursuant to the provisions of Company Capital Stock or Warrants formerly represented by such Certificate this Article III. (and the right to receive payments from the General Escrow Account and the Equityholders’ Representative Escrow Account in accordance with the Escrow Agreement and Section 3.3), and the Certificate so surrendered shall forthwith be canceled. Following any receipt of an Excess Payment, c) Neither the Exchange Agent will deliver nor any party hereto shall be liable to each any former holder of surrendered CertificatesJCB Common Stock for any amount properly delivered to a public official pursuant to applicable abandoned property, such holder’s pro rata escheat or similar laws. (d) Any portion thereof; provided, that if of the Exchange Agent receives an Excess Payment prior to receipt Fund that remains unclaimed by the shareholders of surrendered Certificates, then payment JCB on the business day after the one-year anniversary of the portion thereof applicable to such unsurrendered Certificates Effective Date shall be made at the same time as paid to Parent. Any shareholders of JCB who have not theretofore complied with this Article III shall thereafter look only to Parent for payment of the balance of the applicable Merger Consideration or Warrant Payment (as applicable) upon surrender thereof. No interest will be paid or accrued on any Merger Consideration or Warrant Payment (as applicable) payable to holders of Certificates. In the event of a transfer of ownership of shares of Company Capital Stock or Warrants that is not registered in the transfer records of the Company, the portion of the Merger Consideration or Warrant Payment (as applicable) payable in respect of each share of JCB Common Stock such shares of Company Capital Stock or Warrants may be issued shareholder holds as determined pursuant to a transferee if the Certificate representing such shares of Company Capital Stock or Warrants is presented to the Exchange Agentthis Agreement, accompanied by without any documents reasonably required to evidence and effect such transfer and by evidence that any applicable stock transfer Taxes have been paid. Until surrendered as contemplated by this Section 3.1, each Certificate shall, subject to Section 3.2, be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the portion of the Merger Consideration or Warrant Payment (as applicable) payable in respect of such Certificate as set forth in Section 2.6interest thereon.

Exchange Procedures. Subject (i) Prior to Section 3.1(c), promptly following the Effective Time (but in no event later than two (2) Business Days following the Effective Time), Parent the Company shall instruct mail, or shall cause the Exchange Paying Agent to mail mail, to each holder of record of a certificate Shareholder, Warrant Holder or certificates which immediately prior to the Effective Time represented outstanding shares of Company Capital Stock or Warrants (the “Certificates”) (A) Post-Closing Top-Up Right Holder, a letter of transmittal substantially in the form attached hereto as Exhibit C F with such reasonable changes as the Paying Agent may require (a “Letter of Transmittal”), which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Exchange Agent and shall be in customary form reasonably satisfactory to Parent and the Equityholders’ Representative, and (B) instructions for use in effecting the surrender of such holder’s Shares, Warrants or Post-Closing Top-Up Rights as applicable, and the Certificates certificates, if any, representing the same (the “Certificates”) in exchange for the relevant portion of the Merger Consideration or Warrant Payment (in accordance with the Consideration Spreadsheet. The Paying Agent shall provide to Parent and the Company, as applicable) receivable in respect promptly as reasonably practicable upon receipt thereof, copies of such Certificates. Upon surrender each Letter of a Certificate for cancellation Transmittal delivered to the Exchange Paying Agent together with prior to the Closing. Notwithstanding anything herein to the contrary, after the Closing, all payments to which a Shareholder, Warrant Holder or Post-Closing Top-Up Right Holder may be entitled pursuant to this Section 3.7 or Section 3.13 shall only be made to such Letter of Transmittal, holder if such holder has delivered to the Paying Agent a properly completed and duly executedexecuted Letter of Transmittal and has surrendered to the Paying Agent the Certificates, if any, representing such holder’s Shares or Warrants, as applicable. (ii) Following the Closing, the Paying Agent shall as promptly as practicable (and, if the applicable properly completed and duly executed Letter of Transmittal has been delivered, and such other documents as may be required pursuant the applicable Certificates have been surrendered, to such instructionsthe Paying Agent prior to the Closing, the holder of such Certificate shall be entitled to receive in exchange therefor the portion any event within two (2) Business Days of the Merger Consideration Closing Date) pay each Shareholder, Warrant Holder or Warrant Payment (as applicable) Post-Closing Top-Up Right Holder the consideration to which such holder has the right to receive it is entitled in respect of the shares of Company Capital Stock or Warrants formerly represented by such Certificate (and the right to receive payments from the General Escrow Account and the Equityholders’ Representative Escrow Account each case in accordance with the Escrow Agreement and Section 3.3Sections 3.1(c), 3.1(d) or 3.3(a), as the case may be, and as set forth in the Certificate so Consideration Spreadsheet, once such Securityholder has delivered to the Paying Agent a properly completed and duly executed Letter of Transmittal and has surrendered shall forthwith be canceled. Following any receipt of an Excess Payment, to the Exchange Paying Agent will deliver to each holder of surrendered the Certificates, such holder’s pro rata portion thereof; providedif any, that if the Exchange Agent receives an Excess Payment prior to receipt of surrendered Certificates, then payment of the portion thereof applicable to such unsurrendered Certificates shall be made at the same time as payment of the balance of the applicable Merger Consideration or Warrant Payment thereto. (as applicableiii) upon surrender thereof. No interest will be paid or accrued on any Merger Consideration or Warrant Payment (as applicable) payable to holders of Certificates. In the event of a transfer of ownership of shares of Company Capital Stock any Shares, Warrants or Warrants Post-Closing Top-Up Rights that is are not registered in the transfer records of the Company, payment of the applicable portion of the Merger Consideration or Warrant Payment (as applicable) payable in respect thereof pursuant to this Article III to a Person other than the Person in whose name the Shares, Warrants or Post-Closing Top-Up Rights so surrendered are registered shall be conditioned on (in addition to the conditions set forth in this Agreement more generally for payment of Merger Consideration) (A) subject to Section 3.7(j), the Paying Agent being presented with the Certificate (if any) applicable thereto, properly endorsed or otherwise in proper form for transfer or other evidence reasonably satisfactory to Parent and the Paying Agent that the Person requesting such payment is entitled thereto, and (B) the Person requesting such payment paying to the Surviving Company any transfer Taxes or other Taxes required by reason of payment of such shares of Company Capital Stock or Warrants may be issued Merger Consideration to a transferee if Person other than the Certificate representing registered holder of such shares of Company Capital Stock Shares, Warrants or Warrants is presented Post-Closing Top-Up Rights, as applicable, or such Person shall establish to the Exchange Agent, accompanied by any documents reasonably required to evidence and effect reasonable satisfaction of Parent that such transfer and by evidence that any applicable stock transfer Taxes have been paid. paid or are not applicable. (iv) Until surrendered as contemplated by this Section 3.13.7 (including delivery of the applicable properly completed and duly executed Letter of Transmittal), each Certificate shallCertificate, subject to Section 3.2if any, shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the relevant portion of the Merger Consideration or Warrant Payment (as applicable) payable which the holder thereof has the right to receive in respect of the Shares or Warrants, as applicable, represented by such Certificate as set forth in pursuant to this Section 2.63.7 or Section 3.13. No interest shall be paid or will accrue on any cash payable to Shareholders, Warrant Holders or Post-Closing Top-Up Right Holders pursuant to the provisions of this Agreement.