Common use of Exchange Procedures Clause in Contracts

Exchange Procedures. As soon as reasonably practicable after the Effective Time, the Exchange Agent shall mail to each holder of record of a certificate or certificates (the "Certificates") that immediately prior to the Effective Time represented outstanding shares of Company Common Stock whose shares were converted into the right to receive Merger Consideration pursuant to Section 2.01, (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Agent and shall be in such form and have such other provisions as Parent may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for Merger Consideration. Upon surrender of a Certificate for cancelation to the Exchange Agent or to such other agent or agents as may be appointed by Parent and reasonably acceptable to the Company, together with such letter of transmittal, duly executed, and such other documents as may reasonably be required by the Exchange Agent, the holder of such Certificate shall be entitled to receive in exchange therefor a certificate representing that number of whole shares of Parent Common Stock (together with cash in lieu of fractional shares) that such holder has the right to receive pursuant to the provisions of this Article II, and the Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of Company Common Stock that is not registered in the transfer records of the Company, a certificate representing the appropriate number of shares of Parent Common Stock may be issued to a person other than the person in whose name the Certificate so surrendered is registered, if such Certificate shall be properly endorsed or otherwise be in proper form for transfer and the person requesting such payment shall pay any transfer or other taxes required by such transfer and by reason of the issuance of shares of Parent Common Stock to a person other than the registered holder of such Certificate or establish to the satisfaction of Parent that such tax has been paid or is not applicable. Until surrendered as contemplated by this Section 2.02, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender Merger Consideration as contemplated by this Section 2.02. No interest shall be paid or accrue on any cash payable upon surrender of any Certificate. The Exchange Agent shall not be entitled to vote or exercise any rights of ownership with respect to the Parent Common Stock held by it from time to time hereunder, except that it shall receive and hold all dividends or other distributions paid or distributed with respect thereto for the account of persons entitled thereto.

Exchange Procedures. As soon as reasonably practicable Promptly after the Effective Time, but in no event more than three (3) Business Days thereafter, the Exchange Surviving Corporation shall cause the Paying Agent shall to mail to each record holder of record of a certificate Certificate or certificates (the "Certificates") Certificates that immediately prior to the Effective Time represented outstanding shares of Company Common Stock whose shares were converted into the right to receive Merger Consideration pursuant to Section 2.01, Shares (i) a notice of the effectiveness of the Merger, (ii) a form 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 Paying Agent, which shall be in such a form and have contain such other provisions as Parent and the Company may reasonably specify) determine necessary, and (iiiii) instructions for use in effecting surrendering such Certificates and receiving the surrender of the Certificates Merger Consideration in exchange for Merger Considerationrespect thereof to which such holder is entitled under this Agreement. Upon surrender to the Paying Agent of a Certificate for cancelation to the Exchange Agent or to such other agent or agents as may be appointed by Parent and reasonably acceptable to the CompanyCertificate, together with such letter of transmittal, transmittal duly executed, executed and such other documents as may reasonably be required by completed in accordance with the Exchange Agentinstructions thereto, the holder of such Certificate shall be entitled to receive in exchange therefor a certificate representing that therefor, in the case of Company Shares, cash in an amount equal to the product of (i) the number of whole shares Company Shares formerly represented by such Certificate and (ii) the Merger Consideration, to be mailed within ten (10) Business Days of Parent Common Stock (together with cash in lieu receipt of fractional shares) that such holder has Certificate. No interest or dividends will be paid or accrued on the right Merger Consideration. If the Merger Consideration is to receive pursuant to the provisions of this Article II, and the Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of Company Common Stock that is not registered delivered in the transfer records name of the Company, a certificate representing the appropriate number of shares of Parent Common Stock may be issued to a person other than the person in whose name the Certificate surrendered is registered in the stock transfer records of the Company, it shall be a condition of such delivery that the Certificate so surrendered is registered, if such Certificate shall be properly endorsed or otherwise be in proper form for transfer and that the person requesting such payment delivery shall pay any transfer or other taxes required by such transfer and by reason of the issuance of shares of Parent Common Stock such delivery to a person other than the registered holder of the Certificate, or that such Certificate or person shall establish to the reasonable satisfaction of Parent the Surviving Corporation that such tax has been paid or is not applicable. Until surrendered as contemplated by in accordance with the provisions of this Section 2.023.10(b), each Certificate (other than Certificates representing Dissenting Shares or Company Shares to be canceled pursuant to Section 3.6(b)) shall be deemed at any time after the Effective Time to represent represent, for all purposes, only the right to receive upon such surrender an amount in cash equal to the Merger Consideration as contemplated multiplied by this Section 2.02the number of Company Shares formerly evidenced by such Certificate without any interest or dividends thereon. No interest The Payment Fund shall be paid or accrue on any cash payable upon surrender of any Certificate. The Exchange Agent used as provided herein and shall not be entitled to vote or exercise used for any rights of ownership with respect to the Parent Common Stock held by it from time to time hereunder, except that it shall receive and hold all dividends or other distributions paid or distributed with respect thereto for the account of persons entitled theretopurpose.

Exchange Procedures. As soon as reasonably practicable after the Effective Time, the Exchange Agent shall mail to each holder of record of a certificate or certificates (the "Certificates") that which immediately prior to the Effective Time represented outstanding shares of Company Xxxxxxxx.xxx Common Stock (the "Certificates") whose shares were converted into the right to receive Merger Consideration shares of Phone Common Stock pursuant to Section 2.012.1 hereof, (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Agent and shall be in such form and have such other provisions as Parent Phone may reasonably specify) ), and (ii) instructions for use in effecting the surrender of the Certificates in exchange for Merger Considerationcertificates representing shares of Phone Common Stock. Upon surrender of a Certificate for cancelation cancellation to the Exchange Agent or to such other agent or agents as may be appointed by Parent and reasonably acceptable to the CompanyPhone, together with such letter of transmittal, duly executed, and such other documents as may reasonably be required by the Exchange Agent, the holder of such Certificate shall be entitled to receive in exchange therefor a certificate representing that number of whole shares of Parent Phone Common Stock (together with cash in lieu of fractional shares) that which such holder has the right to receive pursuant to the provisions of this Article II2, and the Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of Company Xxxxxxxx.xxx Common Stock that which is not registered in the transfer records of the CompanyXxxxxxxx.xxx, a certificate representing the appropriate proper number of shares of Parent Phone Common Stock may be issued to a person other than the person in whose name the Certificate so surrendered is registered, if such Certificate shall be properly endorsed or otherwise be in proper form for transfer and the person requesting such payment issuance shall pay any transfer or other taxes required by such transfer and by reason of the issuance of shares of Parent Phone Common Stock to a person other than the registered holder of such Certificate or establish to the satisfaction of Parent Phone that such tax has been paid or is not applicable. Until surrendered as contemplated by this Section 2.02, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender Merger Consideration as contemplated by this Section 2.02. No interest shall be paid or shall accrue on any cash payable upon surrender in lieu of any Certificate. The Exchange Agent shall not be entitled to vote or exercise any rights fractional shares of ownership with respect to the Parent Phone Common Stock held by it from time to time hereunder, except that it shall receive and hold all dividends or other distributions paid or distributed with respect thereto for the account of persons entitled theretoStock.

Exchange Procedures. As soon as reasonably practicable after the Effective Time, Parent shall cause the Exchange Paying Agent shall to mail to each holder of record of a certificate or certificates (the "Certificates") that immediately prior to the Effective Time represented outstanding shares of Company Common Stock whose shares were converted into the right to receive Merger Consideration pursuant to Section 2.01, Certificate (i) a form of 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 such customary form and have such other provisions as Parent may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the Merger Consideration. Upon surrender Each holder of record of a Certificate for cancelation shall, upon surrender to the Exchange Paying Agent or to of such other agent or agents as may be appointed by Parent and reasonably acceptable to the CompanyCertificate, together with such letter of transmittal, duly executed, and such other documents as may reasonably be required by the Exchange Paying Agent, the holder of such Certificate shall be entitled to receive in exchange therefor a certificate representing that the amount of cash which the number of whole shares of Parent Company Common Stock (together with cash in lieu of fractional shares) that previously represented by such holder has Certificate shall have been converted into the right to receive pursuant to the provisions of this Article IISection 2.01(c), and the Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of Company Common Stock that which is not registered in the transfer records of the Company, a certificate representing payment of the appropriate number of shares of Parent Common Stock Merger Consideration may be issued made to a person other than the person in whose name the Certificate so surrendered is registered, registered if such Certificate shall be properly endorsed or otherwise be in proper form for transfer and the person requesting such payment shall pay any transfer or other taxes required by such transfer and by reason of the issuance payment of shares of Parent Common Stock the Merger Consideration to a person other than the registered holder of such Certificate or establish to the reasonable satisfaction of Parent that such tax has been paid or is not applicable. Until surrendered as contemplated by this Section 2.022.02(b), each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration as contemplated by which the holder thereof has the right to receive in respect of such Certificate pursuant to this Section 2.02Article II. No interest shall be paid or will accrue on any cash payable upon surrender to holders of any Certificate. The Exchange Agent shall not be entitled to vote or exercise any rights of ownership with respect Certificates pursuant to the Parent Common Stock held by it from time to time hereunder, except that it shall receive and hold all dividends or other distributions paid or distributed with respect thereto for the account provisions of persons entitled theretothis Article II.

Exchange Procedures. As soon as reasonably practicable after the Effective TimeTime and in any event within five Business Days following the Closing Date, the Exchange Surviving Corporation or Parent shall cause the Paying Agent shall to mail to each holder of record of a certificate or certificates (the "Certificates") that immediately prior to the Effective Time represented outstanding Certificate whose shares of Company Common Stock whose shares were converted into the right to receive the Merger Consideration pursuant to Section 2.012.01(c), (i) a form of letter of transmittal (which shall include an accompanying IRS Form W-9 or the applicable IRS Form W-8, shall specify that delivery shall be effected, effected and risk of loss and title to the Certificates held by such person shall pass, pass only upon proper delivery of the Certificates to the Exchange Agent Paying Agent, and shall be in such a form and have such other provisions (including customary provisions regarding delivery of an “agent’s message” with respect to shares held in book-entry form) as Parent may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the Merger Consideration. Upon surrender of a Certificate for cancelation to the Exchange Paying Agent or to such other agent or agents as may be appointed by Parent and reasonably acceptable to the CompanyParent, together with such letter of transmittal, duly completed and validly executed, and such other documents as may reasonably be required by the Exchange Paying Agent, the holder of such Certificate shall be entitled to receive in exchange therefor a certificate representing that number the amount of whole shares of Parent Common Stock (together with cash in lieu of fractional shares) equal to the Merger Consideration that such holder has the right to receive pursuant to the provisions of this Article IISection 2.01(c), and the Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of Company Common Stock that is not registered in the stock transfer records books of the Company, a certificate representing payment of the appropriate number of shares of Parent Common Stock Merger Consideration in exchange therefor may be issued made to a person other than the person in whose name the Certificate so surrendered is registered, if such Certificate shall be properly endorsed or otherwise be in proper form for transfer transfer, and the person requesting such payment shall pay any transfer or other taxes required by such transfer and by reason of the issuance of shares of Parent Common Stock payment to a person other than the registered holder of such Certificate or establish to the satisfaction of Parent the Surviving Corporation that such tax has been paid or is not applicable. Until surrendered as contemplated by this Section 2.02, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender Merger Consideration as contemplated by this Section 2.02. No interest shall be paid or shall accrue on any the cash payable upon surrender of any Certificate. The Exchange Agent shall not be entitled to vote or exercise any rights of ownership with respect to the Parent Common Stock held by it from time to time hereunder, except that it shall receive and hold all dividends or other distributions paid or distributed with respect thereto for the account of persons entitled thereto.

Exchange Procedures. As soon as reasonably practicable after the Effective TimeTime of the Merger, and to the extent not previously distributed in connection with the Distribution, ITC shall cause the Exchange Agent shall to mail to each any holder of record of a certificate or certificates (the "Certificates") that immediately prior to the Effective Time represented outstanding shares of Company TransCo Common Stock Units whose shares TransCo Common Units were converted into the right to receive a portion of the Merger Consideration pursuant to Section 2.01, 1.09(a); (ia) 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 delivery of the Certificates to the Exchange Agent and shall be in such form and have such other provisions as Parent may reasonably specify) and (iib) instructions for use in effecting the surrender exchange of the Certificates in exchange any TransCo Common Units for Merger Consideration. Upon surrender of a Certificate for cancelation delivery to the Exchange Agent or to such other agent or agents as may be appointed by Parent and reasonably acceptable to of the Company, together with such letter of transmittal, duly executed, executed and such other documents as may reasonably be required by the Exchange Agent, the holder of such Certificate TransCo Common Units shall be entitled to receive in exchange therefor a certificate representing that number of whole shares of Parent ITC Common Stock (together with cash in lieu of fractional sharesafter taking into account all TransCo Common Units exchanged by such holder) that such holder has the right to receive pursuant to the provisions of this Article III, and the Certificate so surrendered shall forthwith be canceled. In the event payment by cash or check in lieu of a transfer fractional shares of ownership of Company ITC Common Stock that which such holder is not entitled to receive pursuant to Section 1.13 and any dividends or other distributions payable pursuant to Section 1.14. If any portion of the Merger Consideration is to be registered in the transfer records name of the Company, a certificate representing the appropriate number of shares of Parent Common Stock may be issued to a person Person other than the person Person in whose name the Certificate so surrendered applicable TransCo Common Units is registered, if such Certificate it shall be properly endorsed or otherwise a condition to the registration thereof that the applicable TransCo Common Units to be exchanged be in proper form for transfer and that the person requesting such payment shall delivery of the applicable portion of the Merger Consideration pay any transfer or other taxes required by such and all transfer and by reason other similar Taxes required to be paid as a result of such registration in the issuance name of shares of Parent Common Stock to a person Person other than the registered holder of such Certificate TransCo Common Units or establish to the satisfaction of Parent the Exchange Agent that such tax has Taxes have been paid or is are not applicablepayable. Until surrendered exchanged as contemplated by this Section 2.021.11, each Certificate any TransCo Common Units shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender exchange the applicable portion of the Merger Consideration as contemplated by this Section 2.021.11 and any amounts to be paid pursuant to Section 1.13. No interest shall be paid or accrue on the Merger Consideration or any cash payable upon surrender exchange of any Certificate. The Exchange Agent shall not be entitled to vote or exercise any rights of ownership with respect to the Parent TransCo Common Stock held by it from time to time hereunder, except that it shall receive and hold all dividends or other distributions paid or distributed with respect thereto for the account of persons entitled theretoUnits.

Exchange Procedures. As soon as reasonably practicable after the Effective Time, Parent or the Exchange Surviving Corporation shall cause the Paying Agent shall to mail to each holder of record of a certificate Certificate or certificates (the "Certificates") that Book-Entry Shares which immediately prior to the Effective Time represented outstanding shares of Company Seller Common Stock whose shares were converted pursuant to Section 3.1(c) into the right to receive the Merger Consideration pursuant to Section 2.01Consideration, (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates or Book-Entry Shares, as applicable, shall pass, only upon delivery of the Certificates (or affidavits of loss in lieu thereof pursuant to Section 3.2(h) hereof) or Book-Entry Shares to the Exchange Paying Agent and shall be in such form and have such other provisions as Parent and Seller may mutually agree or the Paying Agent may reasonably specify) ), and (ii) instructions for use in effecting the surrender of the Certificates or Book-Entry Shares in exchange for the Merger Consideration. Upon surrender of a Certificate or Book-Entry Share, as applicable, for cancelation cancellation to the Exchange Agent or to such other agent or agents as may be appointed by Parent and reasonably acceptable to the CompanyPaying Agent, together with such letter of transmittal, transmittal duly executedcompleted and validly executed in accordance with the instructions thereto, and such other documents as may reasonably be required by the Exchange Agentpursuant to such instructions, the holder of such Certificate or such Book-Entry Share shall be entitled to receive in exchange therefor a certificate representing that number cash equal to the Merger Consideration payable in respect of whole the shares of Parent Seller Common Stock (together with cash in lieu of fractional shares) that previously represented by such holder has the right to receive pursuant to the provisions of this Article IICertificate or such Book-Entry Share, and the Certificate or Book-Entry Share so surrendered shall forthwith immediately be canceledcancelled. In the event of a transfer of ownership of Company Seller Common Stock that which is not registered in the transfer records of the CompanySeller, a certificate representing the appropriate number of shares of Parent Common Stock payment may be issued made to a person Person other than the person Person in whose name the Certificate or Book-Entry Share so surrendered is registered, if such Certificate shall be properly endorsed or otherwise be in proper form for transfer such Book-Entry Share is presented to the Paying Agent, accompanied by all documents reasonably required to evidence and the person requesting such payment shall pay any transfer or other taxes required by effect such transfer and by reason of the issuance of shares of Parent Common Stock to a person other than the registered holder of such Certificate or establish to the satisfaction of Parent evidence that such tax has any applicable stock transfer taxes have been paid or is not applicablepaid. Until surrendered as contemplated by this Section 2.023.2, each Certificate or Book-Entry Share, as applicable, shall be deemed at any time after the Effective Time to represent only the right to receive receive, upon such surrender the Merger Consideration as contemplated by this Section 2.02Consideration. No interest shall be paid or accrue on any cash payable upon surrender of any Certificate. The Exchange Agent shall not be entitled to vote Certificate or exercise any rights of ownership with respect to the Parent Common Stock held by it from time to time hereunder, except that it shall receive and hold all dividends or other distributions paid or distributed with respect thereto for the account of persons entitled theretoBook-Entry Share.

Exchange Procedures. As soon as reasonably practicable after the Effective Time, the Exchange Paying Agent shall mail to each holder of record of a certificate Certificate or certificates (the "Certificates") that immediately prior to the Effective Time represented outstanding shares of Company Common Stock whose shares were converted into the right to receive Merger Consideration pursuant to Section 2.01, Certificates (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates such Certificate shall pass, only upon delivery of the such Certificates to the Exchange Paying Agent and shall be in such form and have such other provisions as Parent the Surviving Corporation and the Company may reasonably specify) and (ii) instructions for use in effecting the surrender of the such Certificates in exchange for the Merger Consideration. Upon surrender of such a Certificate for cancelation cancellation to the Exchange Paying Agent or to such other agent or agents as may be appointed by Parent and reasonably acceptable to the CompanySurviving Corporation, together with such letter of transmittal, duly executed, and such other documents as may reasonably be required by the Exchange Paying Agent, the holder of such Certificate shall be entitled to receive in exchange therefor a certificate representing that number of whole shares of Parent Common Stock (together with the cash in lieu of fractional shares) that which such holder has the right to receive pursuant to the provisions of this Article IIIII, and the Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of Company Common Stock that is not registered in the transfer records of the Company, a certificate representing the appropriate number of shares of Parent Common Stock cash may be issued paid to a person other than the person in whose name the Certificate so surrendered is registered, if such Certificate shall be properly endorsed or otherwise be in proper form for transfer and the person requesting such payment issuance shall pay any transfer or other taxes required by such transfer and by reason of the issuance payment of shares of Parent Common Stock cash to a person other than the registered holder of such Certificate or establish to the satisfaction of Parent the Surviving Corporation that such tax has been paid or is not applicable. Until surrendered as contemplated by this Section 2.023.02(b), each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration as contemplated by which the holder thereof has the right to receive in respect of such Certificate pursuant to the other provisions of this Section 2.02Article III. No interest shall will be paid or will accrue on any cash payable upon surrender to holders of any CertificateCertificates pursuant to the provisions of this Article III. The Exchange Agent Surviving Corporation shall not be entitled to vote or exercise any rights pay the charge and expenses of ownership with respect to the Parent Common Stock held by it from time to time hereunder, except that it shall receive and hold all dividends or other distributions paid or distributed with respect thereto for the account of persons entitled theretoPaying Agent.

Exchange Procedures. As soon as reasonably practicable after the Effective Time, the Exchange Agent shall mail to each holder of record of a certificate Certificate or certificates (the "Certificates") that immediately prior to the Effective Time represented outstanding shares of Company Common Stock whose shares were converted into the right to receive Merger Consideration pursuant to Section 2.01, (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the such Certificates shall pass, only upon delivery of the such Certificates to the Exchange Agent and shall be in such form and have such other provisions as Parent Crane and the Company may reasonably specify) and (ii) instructions for use in effecting the surrender of the such Certificates in exchange for the applicable Merger Consideration. Upon surrender of such a Certificate for cancelation cancellation to the Exchange Agent or to such other agent or agents as may be appointed by Parent and reasonably acceptable to the CompanyCrane, together with such letter of transmittal, duly executed, and such other documents as may reasonably be required by the Exchange Agent, the holder of such Certificate shall be entitled to receive in exchange therefor a certificate representing that number of whole shares of Parent Common Stock (together with cash in lieu of fractional shares) that which such holder has the right to receive pursuant to the provisions of this Article II, and the Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of Company Common Stock that is not registered in the transfer records of the Company, a certificate representing the appropriate number of shares of Parent Common Stock cash may be issued paid to a person other than the person in whose name the Certificate so surrendered is registered, if such Certificate shall be properly endorsed or otherwise be in proper form for transfer and the person requesting such payment shall pay any transfer or other taxes required by such transfer and by reason of the issuance of shares of Parent Common Stock to a person other than the registered holder of such Certificate or establish to the satisfaction of Parent that such tax has been paid or is not applicabletransfer. Until surrendered as contemplated by this Section 2.022.02(b), each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration as contemplated by which the holder thereof has the right to receive in respect of such Certificate pursuant to the other provisions of this Section 2.02Article II. No interest shall will be paid or will accrue on any cash payable upon surrender to holders of any Certificate. The Exchange Agent shall not be entitled to vote or exercise any rights of ownership with respect Certificates pursuant to the Parent Common Stock held by it from time to time hereunder, except that it provisions of this Article II. Crane shall receive pay the charges and hold all dividends or other distributions paid or distributed with respect thereto for expenses of the account of persons entitled theretoExchange Agent.

Exchange Procedures. As soon as reasonably practicable Promptly after the Effective Time, the Exchange Agent Surviving Corporation shall mail cause to be mailed to each holder of record of a certificate or certificates (the "Certificates") that which immediately prior to the Effective Time represented outstanding shares of Company Common Stock Stock, whose shares were converted into the right to receive the Merger Consideration pursuant to Section 2.011.6, (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery receipt of the Certificates to by the Exchange Agent Paying Agent, and shall be in such form and have such other provisions as Parent may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the Merger Consideration. Upon surrender of a Certificate for cancelation cancellation to the Exchange Paying Agent or to such other agent or agents as may be appointed by Parent and reasonably acceptable to the CompanyParent, together with such letter of transmittal, duly executedcompleted and validly executed in accordance with the instructions thereto, and such other documents as may be reasonably be required by the Exchange Paying Agent, the holder of such Certificate shall be entitled to receive in exchange therefor a certificate representing that number of whole shares of Parent Common Stock (together with cash in lieu of fractional shares) that such holder has the right to receive pursuant to the provisions of this Article IIMerger Consideration, and the Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of shares of Company Common Stock that is not registered in the transfer records of the Company, a certificate representing the appropriate number of shares of Parent Common Stock payment may be issued made to a person Person other than the person Person in whose name the Certificate so surrendered is registered, if (i) such Certificate shall be properly endorsed or otherwise be in proper form for transfer transfer, (ii) the Person requesting such payment has posted a bond in such reasonable amount as Parent or the Paying Agent may direct as indemnity against any claim that may be made against them with respect to such Certificate (which requirement may be waived by Parent, in its sole discretion, upon receipt of an opinion of counsel in form and substance satisfactory to Parent) and (iii) the person Person requesting such payment shall pay any transfer or other taxes required by such transfer and by reason of the issuance of shares of Parent Common Stock payment to a person Person other than the registered holder of such Certificate or establish to the satisfaction of Parent that such tax has been paid or is not applicable. Until surrendered as contemplated by pursuant to this Section 2.021.8(c), each outstanding Certificate shall that, prior to the Effective Time, represented shares of Company Common Stock (other than Certificates representing Dissenting Shares) will be deemed at any time from and after the Effective Time Time, for all corporate purposes, to represent only the right to receive upon such surrender the Merger Consideration as contemplated by Consideration. Notwithstanding any other provision of this Section 2.02. No Agreement, no interest shall will be paid or will accrue on any the cash payable in respect of the Merger Consideration upon the surrender of any Certificate. The Exchange Parent or the Paying Agent shall not be entitled to vote deduct and withhold from the consideration otherwise payable pursuant to this Agreement such amounts as Parent or exercise any rights of ownership the Paying Agent is required to deduct and withhold with respect to the making of such payment under the Internal Revenue Code or under any provisions of state, local or foreign tax Law. To the extent that amounts are so withheld by Parent Common Stock held or the Paying Agent, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the Person in respect of which such deduction or withholding was made by it from time to time hereunder, except that it shall receive and hold all dividends Parent or other distributions paid or distributed with respect thereto for the account of persons entitled theretoPaying Agent.

Exchange Procedures. As soon as reasonably practicable after the Effective Time, the Surviving Corporation shall cause the Exchange Agent shall to mail (or, in the case of any holder that appears at the applicable office of the Exchange Agent and so requests, to provide) to each holder of record of a certificate or certificates Certificate (the "Certificates") that immediately prior to the Effective Time represented outstanding shares of Company Common Stock whose shares were converted into the right to receive Merger Consideration pursuant to Section 2.01, (ia) 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 delivery of the Certificates to the Exchange Agent Agent, and which letter shall be in such customary form and have such other provisions as the Parent may reasonably specify) specify and (iib) instructions for use in effecting the surrender of the such Certificates in exchange for the Merger Consideration. Upon surrender of a Certificate for cancelation to the Exchange Agent or to such other agent or agents as may be appointed by Parent and reasonably acceptable to the Company, together with such letter of transmittal, duly executedexecuted and completed in accordance with the instructions thereto, and such other documents as may reasonably be required by the Exchange Agent, the holder of such Certificate shall be entitled to receive in exchange therefor a certificate representing check (or, in the case of any holder that so requests, provides wire transfer instructions and offers to pay any reasonable cost of a wire transfer of immediately available funds) in the aggregate amount equal to the Merger Consideration multiplied by the number of whole shares of Parent Company Common Stock (together with formerly represented by such Certificate less any required withholding of Taxes as provided in Section 3.8. No interest will be paid or will accrue on any cash in lieu of fractional shares) that such holder has the right to receive payable pursuant to the provisions of this Article II, and the Certificate so surrendered shall forthwith be canceledpreceding sentence. In the event of a transfer of ownership of Company Common Stock that which is not registered in the transfer records of the Company, a certificate representing check in the proper amount of cash for the appropriate number of Merger Consideration may be paid with respect to such Company Common Stock to such a transferee if the Certificate formerly representing such shares of Parent Company Common Stock may be issued is presented to a person other than the person in whose name the Certificate so surrendered is registeredExchange Agent, if such Certificate shall be properly endorsed or otherwise be in proper form for transfer accompanied by all documents required to evidence and the person requesting such payment shall pay any transfer or other taxes required by effect such transfer and by reason of the issuance of shares of Parent Common Stock to a person other than the registered holder of such Certificate or establish to the satisfaction of Parent evidence that such tax has any applicable stock transfer Taxes have been paid or is are not applicable. Until surrendered as contemplated by this Section 2.02, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender Merger Consideration as contemplated by this Section 2.02. No interest shall be paid or accrue on any cash payable upon surrender of any Certificatepayable. The Exchange Agent Fund shall not be entitled to vote or exercise used for any rights of ownership with respect to the Parent Common Stock held by it from time to time hereunder, except that it shall receive and hold all dividends or purpose other distributions paid or distributed with respect thereto for the account of persons entitled theretothan as set forth in this Article III.

Exchange Procedures. As soon as reasonably practicable after the Effective Time, the Exchange Agent shall mail to each holder of record of a certificate or certificates (the "Certificates") that immediately prior to the Effective Time represented outstanding shares of Company CDnow Common Stock whose shares were converted into the right to receive Merger Consideration pursuant to Section 2.01, 2.01 (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Agent and shall be in such form and have such other provisions as Parent Holdco may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for Merger Consideration. Upon surrender of a Certificate for cancelation to the Exchange Agent or to such other agent or agents as may be appointed by Parent and reasonably acceptable to the CompanyAgent, together with such letter of transmittal, duly executed, and such other documents as may reasonably be required by the Exchange Agent, the holder of such Certificate shall be entitled to receive in exchange therefor a certificate representing that number of whole shares of Parent Holdco Class A Common Stock (together with cash in lieu of fractional shares) that such holder has the right to receive pursuant to the provisions of this Article II, and the Certificate so surrendered shall forthwith be canceled. Until such time as a certificate representing Holdco Class A Common Stock is issued to or at the direction of the holder of a surrendered Certificate, such Holdco Class A Common Stock shall be deemed not outstanding and shall not be entitled to vote on any matter. In the event of a transfer of ownership of Company CDnow Common Stock that is not registered in the transfer records of the CompanyCDnow, a certificate representing the appropriate number of shares of Parent Holdco Common Stock may be issued to a person other than the person in whose name the Certificate so surrendered is registered, if such Certificate shall be properly endorsed or otherwise be in proper form for transfer and the person requesting such payment shall pay any transfer or other taxes required by such transfer and by reason of the issuance of shares of Parent Holdco Class A Common Stock to a person other than the registered holder of such Certificate or establish to the satisfaction of Parent Holdco that such tax has been paid or is not applicable. Until surrendered as contemplated by this Section 2.02, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender Merger Consideration as contemplated by this Section 2.02. No interest shall be paid or accrue on any cash payable upon surrender of any Certificate. The Exchange Agent shall not be entitled to vote or exercise any rights of ownership with respect to the Parent Common Stock held by it from time to time hereunder, except that it shall receive and hold all dividends or other distributions paid or distributed with respect thereto for the account of persons entitled thereto.

Exchange Procedures. As soon as reasonably practicable after the Effective Time, the Exchange Agent shall mail to each holder of record of a certificate Certificate or certificates (the "Certificates") Certificates that immediately prior to the Effective Time represented outstanding shares of Company Common Stock whose shares were converted into the right to receive Merger Consideration pursuant to Section 2.012.01(c), (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Agent and shall be in such form and have such other provisions as Parent may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for Merger Consideration. Upon surrender of a Certificate for cancelation cancellation to the Exchange Agent or to such other agent or agents as may be appointed by Parent and reasonably acceptable to the CompanyParent, together with such letter of transmittal, duly executed, and such other documents as may reasonably be required by the Exchange Agent, the holder of such Certificate shall be entitled to receive in exchange therefor a certificate representing that therefor, as promptly as practicable, the amount of cash and the number of whole shares of Parent Common Stock (together with cash in lieu that the aggregate number of fractional sharesshares of Company Common Stock previously represented by such Certificate shall have been converted pursuant to Section 2.01(c) that such holder has into the right to receive pursuant to the provisions of this Article IIreceive, and the Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of Company Common Stock that is not registered in the transfer records of the Company, a certificate representing the appropriate number of shares of Parent Common Stock payment may be issued made to a person other than the person in whose name the Certificate so surrendered is registered, if such Certificate shall be properly endorsed or otherwise be in proper form for transfer and the person requesting such payment shall pay any transfer or other taxes Taxes required by such transfer and by reason of the issuance of shares of Parent Common Stock payment to a person other than the registered holder of such Certificate or establish to the satisfaction of Parent that such tax has been paid or is not applicable. Until surrendered as contemplated by this Section 2.02, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration as contemplated into which the shares of Company Common Stock theretofore represented by this such Certificate have been converted pursuant to Section 2.022.01(c). No interest shall be paid or accrue on any cash payable upon surrender of any Certificate. The Exchange Agent shall not be entitled to vote or exercise any rights of ownership with respect to the Parent Common Stock held by it from time to time hereunder, except that it shall receive and hold all dividends or other distributions paid or distributed with respect thereto for the account of persons entitled thereto.

Exchange Procedures. As soon as reasonably practicable Promptly after the Effective Time, the Exchange Offerors shall cause the Paying Agent shall to mail to each holder of record (other than the Offerors) of a certificate or certificates (the "Certificates") that immediately prior to the Effective Time represented outstanding shares of Company Common Stock whose shares were converted into (the right to receive Merger Consideration pursuant to Section 2.01"Certificates"), (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Paying Agent and shall be in such a form and have such other provisions as Parent the Offerors may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the Merger Consideration. Upon surrender of a Certificate for cancelation cancellation to the Exchange Paying Agent or to such other agent or agents as may be appointed by Parent and reasonably acceptable to the CompanyOfferors, together with such letter of transmittal, duly executed, and such other documents as may reasonably be required by the Exchange Paying Agent, the holder of such Certificate shall be entitled to receive in exchange therefor a certificate representing that number of whole shares of Parent Common Stock (together with cash in lieu of fractional shares) that such holder has the right to receive pursuant to the provisions of this Article IItherefor, and the Paying Agent shall pay, the Merger Consideration for each share of Common Stock formerly evidenced by such Certificate, and such Certificate so surrendered shall forthwith thereupon be canceled. In the event of a transfer of ownership of Company Common Stock that is not registered in the transfer records If payment of the Company, a certificate representing the appropriate number of shares of Parent Common Stock may Merger Consideration is to be issued made to a person other than the person in whose name the surrendered Certificate so surrendered is registeredregistered on the stock transfer books of the Company, if such Certificate it shall be a condition of payment to the holder of a Certificate that it be endorsed properly endorsed or otherwise be in proper form for transfer and that the person requesting such payment shall pay any have paid all transfer or and other taxes required by such transfer and by reason of the issuance payment of shares of Parent Common Stock the Merger Consideration to a person other than the registered holder of such Certificate thereof or establish shall have established to the satisfaction of Parent the Surviving Corporation that such tax has been paid or is taxes are not applicable. Until surrendered as contemplated by this Section 2.023.02, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration as contemplated into which the shares theretofore represented by this such Certificate shall have been converted pursuant to Section 2.023.01(a). No interest shall will be paid or will accrue on any the cash payable upon the surrender of any Certificate. The Exchange Agent shall not be entitled to vote or exercise any rights of ownership with respect to the Parent Common Stock held by it from time to time hereunder, except that it shall receive and hold all dividends or other distributions paid or distributed with respect thereto for the account of persons entitled thereto.

Exchange Procedures. As soon as reasonably practicable after the Effective Time, Surviving Corporation shall cause the Exchange Paying Agent shall to mail to each holder of record of a certificate or certificates (the "Certificates") that immediately prior to the Effective Time represented outstanding of a certificate formerly representing shares of Company Common Stock whose shares were converted into the right to receive Merger Consideration pursuant to Section 2.01, (a “Certificate”) (i) a letter of transmittal (which shall specify specifying that delivery of the Certificates 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 Paying Agent, such letter of transmittal to be in such customary form and have such other provisions as Parent may reasonably specify) specify and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the Merger ConsiderationConsideration (such instructions shall include instructions for the payment of the Merger Consideration to a Person other than the Person in whose name the surrendered Certificate is registered on the transfer books of the Company, subject to the receipt of appropriate documentation for such transfer). Upon surrender to the Paying Agent of a Certificate (or evidence of loss in lieu thereof) for cancelation to the Exchange Agent or to such other agent or agents as may be appointed by Parent and reasonably acceptable to the Company, cancellation together with such letter of transmittal, duly completed and validly executed, and such other documents as may reasonably be required requested by the Exchange Paying Agent, the holder of such Certificate shall be entitled to receive in exchange therefor a certificate representing that number of whole shares of Parent Common Stock (together with cash in lieu of fractional shares) the Merger Consideration that such holder has the right is entitled to receive pursuant to the provisions of this Article II3, and the Certificate so surrendered shall forthwith be canceled; provided that in no event will a holder of a Certificate be entitled to receive the Merger Consideration if the Merger Consideration was already paid with respect to the shares of Company Common Stock underlying such Certificate in connection with an affidavit of loss. No interest will be paid or accrued on any amount payable upon due surrender of the Certificates. In the event of a transfer of ownership of Company Common Stock that is not registered in the transfer records of the Company, a certificate representing the appropriate number of shares of Parent Common Stock payment may be issued to such a person other than the person in whose name transferee if the Certificate so surrendered formerly representing such Company Common Stock is registeredpresented to the Paying Agent, if accompanied by all documents required to evidence and effect such Certificate shall be properly endorsed or otherwise be in proper form for transfer transfer, and the person Person requesting such payment shall pay issuance pays any transfer or other taxes required by such transfer and by reason of the issuance of shares of Parent Common Stock such payment to a person Person other than the registered holder of such Certificate or establish establishes to the satisfaction of Parent and the Company that such tax has been paid or is not applicable. Until surrendered as contemplated by For the purposes of this Section 2.02Agreement, each Certificate the term “Person” shall be deemed at mean any time after the Effective Time to represent only the right to receive upon such surrender Merger Consideration as contemplated by this Section 2.02. No interest shall be paid individual, corporation (including not-for-profit corporations), general or accrue on any cash payable upon surrender of any Certificate. The Exchange Agent shall not be entitled to vote or exercise any rights of ownership with respect to the Parent Common Stock held by it from time to time hereunderlimited partnership, except that it shall receive and hold all dividends limited liability company, joint venture, estate, trust, association, organization, Governmental Entity or other distributions paid entity or distributed with respect thereto for group (as defined in Section 13(d)(3) of the account of persons entitled theretoExchange Act).

Exchange Procedures. As soon as reasonably practicable after the Effective Time, HQ Surviving Corporation will instruct the Exchange Agent shall to mail to each holder of record of a certificate or certificates (the "Certificates") that which immediately prior to the Effective Time represented evidenced outstanding shares of Company VANTAS Common Stock whose (other than shares were converted into the right to receive Merger Consideration be canceled pursuant to Section 2.011(g)(ii)) (the "Certificate"), (i1) a form 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 such form and have such other provisions as Parent the HQ Surviving Corporation may reasonably specify) and (ii2) instructions for use in effecting the surrender of the Certificates in exchange for the Merger Consideration. Upon surrender of a Certificate for cancelation cancellation to the Exchange Agent or to such other agent or agents as may be appointed by Parent and reasonably acceptable to the CompanyHQ Surviving Corporation, together with such a letter of transmittal, duly executed, and such other customary documents as may reasonably be required by pursuant to such instructions (collectively, the Exchange Agent"Common Stock Transmittal Documents"), the holder of such Certificate shall be entitled to receive in exchange therefor a certificate representing that number its proportionate share of whole shares of Parent Common Stock (together with cash in lieu of fractional shares) that such holder has the right to receive Merger Consideration payable pursuant to the provisions Section 1(g)(i) for each share of this Article IIVANTAS Common Stock, formerly represented by such Certificate, without any interest thereon, less any required withholding of Taxes, and the Certificate so surrendered shall forthwith thereupon be canceled. In the event of a transfer of ownership of Company shares of VANTAS Common Stock that Stock, which is not registered in the transfer records of VANTAS, the Company, a certificate representing the appropriate number of shares of Parent Common Stock Merger Consideration payable pursuant to Section 1(g)(i) may be issued and paid in accordance with this Section 3 to a person other than the person in whose name transferee of such shares if the Certificate so surrendered evidencing such shares of VANTAS Common Stock is registered, if such Certificate shall be presented to the Exchange Agent and is properly endorsed or otherwise be in proper form for transfer transfer. The signature on the Certificate or any related stock power must be properly guaranteed and the person requesting such payment shall of the Merger Consideration must either pay any transfer or other taxes required by such transfer and by reason of the issuance of shares of Parent Common Stock payment to a person other than the registered holder of such the Certificate so surrendered or establish to the satisfaction of Parent 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 the 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 2.023, each Certificate shall be deemed at any time after the Effective Time to represent evidence only the right to receive receive, upon such surrender surrender, the Merger Consideration as contemplated for each share of VANTAS Common Stock formerly represented by this Section 2.02. No interest shall be paid or accrue on any cash payable upon surrender of any such Certificate. The Exchange Agent Fund shall not be entitled to vote or exercise used for any rights of ownership with respect to the Parent Common Stock held by it from time to time hereunderpurpose other than as set forth in this Section 3. Any interest, except that it shall receive and hold all dividends or other distributions paid or distributed with respect thereto income earned on the investment of cash held in the Exchange Fund shall be for the account of persons entitled theretothe HQ Surviving Corporation.

Exchange Procedures. As soon promptly as reasonably practicable after the Effective TimeTime (but in any event within three (3) business days), Parent shall cause the Exchange Paying Agent shall to mail to each Person who was, at the Effective Time, a holder of record of a certificate or certificates (the "Certificates") that immediately prior to the Effective Time represented outstanding shares of Company Common Stock whose shares were converted into the right or Company Stock Options entitled to receive the Merger Consideration pursuant to Section 2.01, 2.01(a): (i) a letter of transmittal (which shall be in customary form and shall specify that delivery shall be effected, and risk of loss and title to the Certificates certificates evidencing such shares (the “Certificates”) shall pass, only upon proper delivery of the Certificates to the Exchange Agent and shall be in such form and have such other provisions as Parent may reasonably specifyPaying Agent) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the Merger Consideration. Upon surrender to the Paying Agent of a Certificate for cancelation to the Exchange Agent or to such other agent or agents as may be appointed by Parent and reasonably acceptable to the Companycancellation, together with such letter of transmittal, duly executedcompleted and validly executed in accordance with the instructions thereto, and such other documents as may reasonably be required by the Exchange Agentpursuant to such instructions, the holder of such Certificate shall be entitled to receive in exchange therefor a certificate representing that number the amount of whole shares of Parent Common Stock (together with cash in lieu of fractional shares) that which such holder has the right to receive in respect of the shares formerly represented by such Certificate pursuant to the provisions of this Article II, Section 2.01(a) and the Certificate so surrendered shall forthwith be canceled. As soon as reasonably practicable after receipt of the required documentation from a holder, the Paying Agent shall make payment to such holder by mailing certified or bank checks payable to such holder in next day funds; provided, however, if and to the extent that a holder is entitled to receive an amount in excess of $500,000, such holder may, at its option, deliver to the Paying Agent at or after Closing the documentation required herein together with wire transfer instructions, and upon the receipt of the same by the Paying Agent at or after Closing, the Paying Agent shall make payment to such holder by wire transfer of same day funds in accordance with such instructions. In the event of a transfer of ownership of Company shares of Common Stock that is not registered in the transfer records of the CompanyCompany that is made prior to the Effective Time, a certificate representing payment of the appropriate number of shares of Parent Common Stock Merger Consideration may be issued made to a person Person other than the person Person in whose name the Certificate so surrendered is registered, registered if the Certificate representing such Certificate shares shall be properly endorsed or otherwise be in proper form for transfer and the person Person requesting such payment shall pay any transfer or other taxes Taxes required by such transfer and by reason of the issuance payment of shares of Parent Common Stock the Merger Consideration to a person Person other than the registered holder of such Certificate or establish to the reasonable satisfaction of Parent that such tax Tax has been paid or is not applicable. Until surrendered as contemplated by this Section 2.022.04, each Certificate shall be deemed at any time all times after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration as contemplated by to which the holder of such Certificate is entitled pursuant to this Section 2.02Article II. No interest shall be paid or will accrue on any cash payable upon surrender to holders of any Certificate. The Exchange Agent shall not be entitled to vote or exercise any rights of ownership with respect Certificates pursuant to the Parent Common Stock held by it from time to time hereunder, except that it shall receive and hold all dividends or other distributions paid or distributed with respect thereto for the account provisions of persons entitled theretothis Article II.

Exchange Procedures. As soon as reasonably practicable after the Effective Time, the Exchange Agent shall mail to each holder of record of a certificate or certificates (the "Certificates") that which immediately prior to the Effective Time represented outstanding shares of Company i-Cube Common Stock (the "Certificates") whose shares were converted into the right to receive the Merger Consideration pursuant to Section 2.01, (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Agent and shall be in such form and have such other provisions as Parent Razorfish and i-Cube may reasonably specify) and (ii) instructions for use in effecting the surrender of surrendering the Certificates in exchange for the Merger Consideration. Upon surrender of a Certificate for cancelation cancellation to the Exchange Agent or to such other agent or agents as may be appointed by Parent and reasonably acceptable to the CompanyAgent, together with such letter of transmittal, duly executed, and such other documents as may reasonably be required by the Exchange Agent, the holder of such Certificate shall be entitled to receive in exchange therefor a certificate representing that number of whole shares of Parent Razorfish Common Stock (together with cash in lieu of fractional shares) that which such holder has the right to receive pursuant to the provisions of this Article II, certain dividends or other distributions in accordance with Section 2.02(c) and cash in lieu of any fractional share of Razorfish Common Stock in accordance with Section 2.02(e), and the Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of Company i-Cube Common Stock that which is not registered in the transfer records of the Companyi-Cube, a certificate representing the appropriate proper number of shares of Parent Razorfish Common Stock may be issued to a person (as defined in Section 8.03) other than the person in whose name the Certificate so surrendered is registered, registered if such Certificate shall be properly endorsed or otherwise be in proper form for transfer and the person requesting such payment issuance shall pay any transfer or other taxes required by such transfer and by reason of the issuance of shares of Parent Razorfish Common Stock to a person other than the registered holder of such Certificate or establish to the satisfaction of Parent Razorfish that such tax has been paid or is not applicable. Until surrendered as contemplated by this Section 2.022.02(b), each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration as contemplated by and any cash in lieu of fractional shares of Razorfish Common Stock to be issued or paid in consideration therefor upon surrender of such certificate in accordance with this Section 2.02. No interest shall be paid or will accrue on any cash payable upon surrender to holders of any Certificate. The Exchange Agent shall not be entitled to vote or exercise any rights of ownership with respect Certificates pursuant to the Parent Common Stock held by it from time to time hereunder, except that it shall receive and hold all dividends or other distributions paid or distributed with respect thereto for the account provisions of persons entitled theretothis Article II.

Exchange Procedures. As soon as reasonably practicable after the Effective Time, the Exchange Agent shall mail to each holder of record of a an outstanding certificate or certificates (the "Certificates") that immediately which prior thereto represented shares of Capstar Common Stock shall, upon surrender to the Effective Time represented outstanding shares Paying Agent of Company Common Stock whose shares were converted into the right to receive Merger Consideration pursuant to Section 2.01, (i) a letter of transmittal (which shall specify that delivery shall be effected, such certificate or certificates and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Agent and shall be in such form and have such other provisions as Parent may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for Merger Consideration. Upon surrender of a Certificate for cancelation to the Exchange Agent or to such other agent or agents as may be appointed by Parent and reasonably acceptable to the Company, together with such letter of transmittal, duly executed, and such other documents as may reasonably be required acceptance thereof by the Exchange Paying Agent, the holder of such Certificate shall be entitled to receive in exchange therefor a certificate representing that number of whole shares of Parent Chancellor Common Stock (together with cash in lieu which the aggregate number of fractional shares) that shares of Capstar Common Stock previously represented by such holder has certificate or certificates surrendered shall have been converted into the right to receive pursuant to the provisions Section 1.8 of this Article II, Agreement. The Paying Agent shall accept such certificates upon compliance with such reasonable terms and conditions as the Certificate so surrendered shall forthwith Paying Agent may impose to effect an orderly exchange thereof in accordance with its normal exchange practices. If the Merger Consideration (or any portion thereof) is to be canceled. In the event of a transfer of ownership of Company Common Stock that is not registered in the transfer records of the Company, a certificate representing the appropriate number of shares of Parent Common Stock may be issued delivered to a any person other than the person in whose name the Certificate so certificate or certificates representing the shares of Capstar Common Stock surrendered in exchange therefor is registered, if it shall be a condition to such Certificate exchange that the certificate or certificates so surrendered shall be properly endorsed or otherwise be in proper form for transfer and that the person requesting such payment exchange shall pay to the Paying Agent any transfer or other taxes Taxes (as defined in Section 2.18) required by such transfer and by reason of the issuance payment of shares of Parent Common Stock such consideration to a person other than the registered holder of such Certificate the certificate(s) surrendered, or shall establish to the satisfaction of Parent the Paying Agent that such tax Tax has been paid or is not applicable. After the Effective Time, there shall be no further transfer on the records of Capstar or its transfer agent of certificates representing shares of Capstar Common Stock, and if such certificates are presented to the Surviving Corporation, they shall be cancelled against delivery of the Merger Consideration as hereinabove provided. Until surrendered as contemplated by this Section 2.021.11(b), each Certificate certificate representing shares of Capstar Common Stock (other than certificates representing treasury shares to be cancelled in accordance with the terms of this Agreement and Dissenting Shares), shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration without any interest thereon, as contemplated by this Section 2.02. No interest shall be paid or accrue on any cash payable upon surrender of any Certificate. The Exchange Agent shall not be entitled to vote or exercise any rights of ownership with respect to the Parent Common Stock held by it from time to time hereunder, except that it shall receive and hold all dividends or other distributions paid or distributed with respect thereto for the account of persons entitled thereto1.8.

Exchange Procedures. As soon as reasonably practicable after the Effective Time, the Exchange Agent shall mail to each holder of record of a certificate or certificates (the "Certificates") that which immediately prior to the Effective Time represented outstanding shares of Company Citicorp Common Stock or Citicorp Preferred Stock (the "Certificates") whose shares were converted into the right to receive the Merger Consideration or shares of Travelers Preferred Stock, as applicable, pursuant to Section 2.01, (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Agent and shall be in such form and have such other provisions as Parent Travelers and Citicorp may reasonably specify) and (ii) instructions for use in effecting the surrender of surrendering the Certificates in exchange for the Merger ConsiderationConsideration or shares of Travelers Preferred Stock, as applicable. Upon surrender of a Certificate for cancelation cancellation to the Exchange Agent or to such other agent or agents as may be appointed by Parent and reasonably acceptable to the CompanyAgent, together with such letter of transmittal, duly executed, and such other documents as may reasonably be required by the Exchange Agent, the holder of such Certificate shall be entitled to receive in exchange therefor a certificate representing that number of whole shares of Parent Travelers Common Stock (together with cash in lieu of fractional shares) that or Travelers Preferred Stock which such holder has the right to receive pursuant to the provisions of this Article II, certain dividends or other distributions in accordance with Section 2.02(c) and cash in lieu of any fractional share of Travelers Common Stock in accordance with Section 2.02(e), and the Certificate so surrendered shall forthwith be canceledcancelled. In the event of a transfer of ownership of Company Citicorp Common Stock that or Citicorp Preferred Stock which is not registered in the transfer records of the CompanyCiticorp, a certificate representing the appropriate proper number of shares of Parent Travelers Common Stock or Travelers Preferred Stock may be issued to a person other than the person in whose name the Certificate so surrendered is registered, registered if such Certificate shall be is properly endorsed or otherwise be in proper form for transfer and the person requesting such payment shall pay issuance pays any transfer or other taxes required by such transfer and by reason of the issuance of shares of Parent Travelers Common Stock or Travelers Preferred Stock to a person other than the registered holder of such Certificate or establish establishes to the satisfaction of Parent Travelers that such tax has been paid or is not applicable. Until surrendered as contemplated by this Section 2.02, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration or shares of Travelers Preferred Stock, as contemplated by applicable, which the holder thereof has the right to receive in respect of such Certificate pursuant to the provisions of this Article II, certain dividends or other distributions in accordance with Section 2.022.02(c) and cash in lieu of any fractional share of Travelers Common Stock in accordance with Section 2.02(e). No interest shall be paid or will accrue on any cash payable upon surrender to holders of any Certificate. The Exchange Agent shall not be entitled to vote or exercise any rights of ownership with respect Certificates pursuant to the Parent Common Stock held by it from time to time hereunder, except that it shall receive and hold all dividends or other distributions paid or distributed with respect thereto for the account provisions of persons entitled theretothis Article II.

Exchange Procedures. As soon as reasonably practicable after the Effective Time, Parent shall cause the Exchange Paying Agent shall to mail to each holder of record of a certificate or certificates (the "Certificates") that which immediately prior to the Effective Time represented outstanding shares of Company Common Stock Shares (the "CERTIFICATES") whose shares Shares were converted into the right to receive the Merger Consideration pursuant to Section 2.01the terms of the Articles of Merger, (i) a letter of transmittal (which shall specify that delivery shall be effectedeffective, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Paying Agent and shall be in such form and have such other provisions not inconsistent with this Agreement as Parent may reasonably specify) and (ii) instructions for use in effecting the surrender of surrendering the Certificates in exchange for payment of the Merger Consideration. Upon surrender of a Certificate for cancelation cancellation to the Exchange Agent or to such other agent or agents as may be appointed by Parent and reasonably acceptable to the CompanyPaying Agent, together with such letter of transmittal, duly executed, and such other documents as may reasonably be required by the Exchange Paying Agent, Parent shall cause the Paying Agent to pay to the holder of such Certificate shall be entitled to receive in exchange therefor a certificate representing that number of whole shares of Parent Common Stock (together with cash in lieu of fractional shares) that such holder has the right to receive pursuant to the provisions of this Article IIMerger Consideration, and the Certificate so surrendered shall forthwith be canceledcancelled. In the event of a transfer surrender of ownership of Company Common Stock that is a Certificate representing Shares which are not registered in the transfer records of the CompanyCompany under the name of the person surrendering such Certificate, a certificate representing the appropriate number of shares of Parent Common Stock payment may be issued made to a person other than the person in whose name the Certificate so surrendered is registered, registered if such Certificate shall be properly endorsed or otherwise be in proper form for transfer and the person requesting such payment shall pay any transfer or other taxes Taxes (as hereinafter defined) required by such transfer and by reason of the issuance of shares of Parent Common Stock payment to a person other than the registered holder of such Certificate or establish to the satisfaction of Parent the Paying Agent that such tax Tax has been paid or is not applicable. Until surrendered as contemplated by this Section 2.023.2, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration as contemplated by which the holder thereof has the right to receive in respect of such Certificate pursuant to the provisions of this Section 2.02Article III. No interest shall be paid or will accrue on any cash the Merger Consideration payable upon surrender to holders of any Certificate. The Exchange Agent shall not be entitled to vote or exercise any rights of ownership with respect Certificates pursuant to the Parent Common Stock held by it from time to time hereunder, except that it shall receive and hold all dividends or other distributions paid or distributed with respect thereto for the account provisions of persons entitled theretothis Article III.

Exchange Procedures. As soon as reasonably practicable after the Effective Time, the Exchange Agent shall mail to each holder of record of a certificate or certificates (the "Certificates") that which immediately prior to the Effective Time represented outstanding shares of Company Common Stock (the "Certificates") whose shares were converted into the right to receive the Merger Consideration pursuant to Section 2.012.1(b), (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Agent and shall be in such form and have such other provisions as Parent the Company and Acquiror may reasonably specify) and (ii) instructions for use in effecting the surrender of surrendering the Certificates in exchange for the Merger Consideration. Upon surrender of a Certificate for cancelation cancellation to the Exchange Agent or to such other agent or agents as may be appointed by Parent and reasonably acceptable to the CompanyAgent, together with such letter of transmittal, duly executed, and such other documents as may reasonably be required by the Exchange Agent, the holder of such Certificate shall be entitled to receive in exchange therefor a certificate representing that number of whole shares of Parent Acquiror Common Stock (together with cash in lieu of fractional shares) that which such holder has the right to receive pursuant to the provisions of this Article II2, certain dividends or other distributions, if any, in accordance with Section 2.2(c) and cash in lieu of any fractional share of Acquiror Common Stock in accordance with Section 2.2(e), and the Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of Company Common Stock that which is not registered in the transfer records of the Company, a certificate representing the appropriate proper number of shares of Parent Company Common Stock may be issued to a person other than the person in whose name the Certificate so surrendered is registered, registered if such Certificate shall be is properly endorsed or otherwise be in proper form for transfer and the person requesting such payment shall pay issuance pays any transfer or other taxes required by such transfer and by reason of the issuance of shares of Parent Acquiror Common Stock to a person other than the registered holder of such Certificate or establish establishes to the satisfaction of Parent Acquiror that such tax has been paid or is not applicable. Until surrendered as contemplated by this Section 2.022.2, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration as contemplated by that the holder thereof has the right to receive in respect of such Certificate pursuant to the provisions of this Article 2, certain dividends or other distributions, if any, in accordance with Section 2.022.2(c) and cash in lieu of any fractional share of Acquiror Common Stock in accordance with Section 2.2(e). No interest shall be paid or will accrue on any cash payable upon surrender to holders of any Certificate. The Exchange Agent shall not be entitled to vote or exercise any rights of ownership with respect Certificates pursuant to the Parent Common Stock held by it from time to time hereunder, except that it shall receive and hold all dividends or other distributions paid or distributed with respect thereto for the account provisions of persons entitled theretothis Article 2.

Exchange Procedures. As soon as reasonably practicable after the Effective Time, the Exchange Agent shall mail to each holder of record of a certificate or certificates (the "CertificatesCERTIFICATES") that which immediately prior to the Effective Time represented outstanding shares of Company Common Stock whose Stock, other than shares were converted into the right to receive Merger Consideration pursuant to be canceled or retired in accordance with Section 2.012.8(b), (i) a letter Letter of transmittal Transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Agent and shall be in such form and have such other provisions as Parent may reasonably specifyAgent) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the Merger Consideration. Upon surrender of a Certificate for cancelation cancellation to the Exchange Agent or to such other agent or agents as may be appointed by Parent and reasonably acceptable to the CompanyAgent, together with such letter Letter of transmittalTransmittal, duly executed, and such other documents as may reasonably be required by the Exchange Agent, the Exchange Agent shall pay the holder of such Certificate shall be entitled to receive the Merger Consideration in exchange therefor a certificate representing that number respect of whole shares of Parent Common Stock (together with cash in lieu of fractional shares) that such holder has the right to receive pursuant to the provisions of this Article IICertificate, and the Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of Company Common Stock that is not registered in the transfer records If any portion of the Company, a certificate representing the appropriate number of shares of Parent Common Stock may Merger Consideration is to be issued paid to a person Person other than the person in whose name registered holder of the shares represented by the Certificate or Certificates surrendered in exchange therefor, it shall be a condition to such payment that the Certificate or Certificates so surrendered is registered, if such Certificate shall be properly endorsed or otherwise be in proper form for transfer and that the person Person requesting such payment shall pay to the Exchange Agent any transfer or other taxes required by as a result of such transfer and by reason of the issuance of shares of Parent Common Stock payment to a person Person other than the registered holder of such Certificate shares or establish to the satisfaction of Parent the Exchange Agent that such tax has been paid or is not applicablepayable. Until surrendered as contemplated by this Section 2.022.9, each Certificate (other than Certificates representing Dissenting Shares or shares of Company Common Stock to be canceled pursuant to Section 2.8(b)) shall be deemed at any time after the Effective Time to represent only the right to receive the Merger Consideration upon such surrender Merger Consideration as contemplated by this Section 2.02. No interest shall be paid or accrue on any cash payable upon surrender of any Certificate. The Exchange Agent shall not be entitled to vote or exercise any rights of ownership with respect to the Parent Common Stock held by it from time to time hereunder, except that it shall receive and hold all dividends or other distributions paid or distributed with respect thereto for the account of persons entitled theretosurrender.

Exchange Procedures. As soon as reasonably practicable after the Effective Time, the Exchange Agent shall mail to each holder of record of a certificate or certificates (the "Certificates") that which immediately prior to the Effective Time represented outstanding shares of Company Common Stock or Company Preferred Stock (the "Certificates") whose shares were converted into the right to receive the Merger Consideration or shares of Parent New Preferred Stock, as applicable, pursuant to Section 2.012.1, (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Agent and shall be in such form and have such other provisions as the Company and Parent may reasonably specify) and (ii) instructions for use in effecting the surrender of surrendering the Certificates in exchange for the Merger ConsiderationConsideration or shares of Parent New Preferred Stock, as applicable. Upon surrender of a Certificate for cancelation cancellation to the Exchange Agent or to such other agent or agents as may be appointed by Parent and reasonably acceptable to the CompanyAgent, together with such letter of transmittal, duly executed, and such other documents as may reasonably be required by the Exchange Agent, the holder of such Certificate shall be entitled to receive in exchange therefor a certificate representing that number of whole shares of Parent Common Stock (together with cash in lieu of fractional shares) that or Parent New Preferred Stock which such holder has the right to receive pursuant to the provisions of this Article II, certain dividends or other distributions in accordance with Section 2.2(c) and cash in lieu of any fractional share of Parent Common Stock in accordance with Section 2.2(e), and the Certificate so surrendered shall forthwith be canceledcancelled. In the event of a transfer surrender of ownership a Certificate representing shares of Company Common Stock that is or Company Preferred Stock which are not registered in the transfer records of the CompanyCompany under the name of the person surrendering such Certificate, a certificate representing the appropriate proper number of shares of Parent Common Stock or Parent New Preferred Stock may be issued to a person other than the person in whose name the Certificate so surrendered is registered, registered if such Certificate shall be properly endorsed or otherwise be in proper form for transfer and the person requesting such payment issuance shall pay any transfer or other taxes required by such transfer and by reason of the issuance of shares of Parent Common Stock or Parent New Preferred Stock to a person other than the registered holder of such Certificate or establish to the satisfaction of Parent that such tax has been paid or is not applicable. Until surrendered as contemplated by this Section 2.022.2, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration or shares of Parent New Preferred Stock, as contemplated by applicable, which the holder thereof has the right to receive in respect of such Certificate pursuant to the provisions of this Article II, certain dividends or other distributions in accordance with Section 2.022.2(c) and cash in lieu of any fractional share of Parent Common Stock in accordance with Section 2.2(e). No interest shall be paid or will accrue on any cash payable upon surrender to holders of any Certificate. The Exchange Agent shall not be entitled to vote or exercise any rights of ownership with respect Certificates pursuant to the Parent Common Stock held by it from time to time hereunder, except that it shall receive and hold all dividends or other distributions paid or distributed with respect thereto for the account provisions of persons entitled theretothis Article II.

Exchange Procedures. As soon as reasonably practicable Promptly after the Effective TimeTime (but in no event more than three business days thereafter), the Exchange Parent shall instruct the Paying Agent shall to mail to each holder of record of a certificate Certificate or certificates (the "Certificates") that immediately prior to the Effective Time represented outstanding shares of Company Common Stock whose shares were converted into the right to receive Merger Consideration pursuant to Section 2.01Book Entry Shares, (i) a 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 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 such form and have such other reasonable provisions as the Parent may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates and Book Entry Shares in exchange for the Merger Consideration. Surrender of any Book Entry Shares shall be effected in accordance with the Paying Agent’s customary procedures with respect to securities represented by book entry. Upon surrender of a Certificate or Book Entry Shares for cancelation cancellation to the Exchange Agent or to such other agent or agents as may be appointed by Parent and reasonably acceptable to the CompanyPaying Agent, together with such letter of transmittal, duly completed and properly executed, and such other documents as may reasonably be required by the Exchange Paying Agent, the holder of such Certificate or Book Entry Shares shall be entitled to receive in exchange therefor a certificate representing that number an amount of whole shares of Parent Common Stock (together with cash in lieu of fractional shares) equal to the Merger Consideration that such holder has the right to receive pursuant to the provisions of this Article IISection 2.1(a)(iii), and the Certificate or Book Entry Shares so surrendered shall forthwith be canceledcancelled. In the event of a transfer of ownership of Company Common Stock Shares that is not registered in the stock transfer records of the Company, a certificate representing the appropriate number of shares of Parent Common Stock payment may be issued made to a person other than the person in whose name the Certificate or Book Entry Shares so surrendered is registeredor are registered if, 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 and 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 Taxes required by such transfer and by reason of the issuance of shares of Parent Common Stock payment to a person other than the registered holder of such Certificate or Book Entry Shares or establish to the satisfaction of the Parent that such tax Tax has been paid or is not applicable. Until surrendered as contemplated by this Section 2.022.2, each Certificate 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 Merger Consideration as contemplated the amount of cash, without interest, into which the Company Common Shares formerly represented by this such Certificate or Book Entry Shares have been converted pursuant to Section 2.022.1(a)(iii). No interest shall be paid or shall accrue on any the cash payable upon surrender of any Certificate. The Exchange Agent shall not be entitled to vote Certificate or exercise any rights of ownership with respect to the Parent Common Stock held by it from time to time hereunder, except that it shall receive and hold all dividends or other distributions paid or distributed with respect thereto for the account of persons entitled theretoBook Entry Shares.

Exchange Procedures. As soon as reasonably practicable Promptly after the Effective Time, but in any event not more than three (3) Business Days after the Exchange Effective Time, Parent shall cause the Paying Agent shall to mail or otherwise deliver to each holder of record of a certificate or certificates (the "Certificates") that immediately prior to the Effective Time represented outstanding shares of Company Common Stock whose shares Certificate representing Shares which were converted into the right to receive Merger Consideration pursuant to Section 2.013.1(c), (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates each Certificate shall pass, only upon delivery of the Certificates such Certificate to the Exchange Paying Agent and shall be in such form and have such other customary provisions as Parent may reasonably specifyand the Company shall mutually agree) and (ii) instructions for use in effecting the surrender of the Certificates each such Certificate in exchange for payment of the total amount of Merger ConsiderationConsideration that such holder is entitled to receive pursuant to this Agreement. Upon proper surrender of a Certificate for cancelation to the Exchange Agent or to such other agent or agents as may be appointed by Parent and reasonably acceptable to the CompanyPaying Agent, together with such the related letter of transmittal, duly executed, and such other documents as may be reasonably be required by the Exchange Agentpursuant to such instructions, the holder of such Certificate shall be entitled to receive in exchange therefor a certificate representing that number of whole shares of Parent Common Stock the Merger Consideration (together with cash in lieu of fractional sharessubject to subsection (e) that such holder has the right to receive pursuant to the provisions of this Article IISection 3.2) for each Share formerly represented by such Certificate, to be mailed within five (5) Business Days of receipt of such Certificate and letter of transmittal by the Paying Agent, and the Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of Company Common Stock that is not registered in the transfer records of the Company, a certificate representing the appropriate number of shares of Parent Common Stock may be issued to a person other than the person in whose name the Certificate so surrendered is registered, if such Certificate shall be properly endorsed or otherwise be in proper form for transfer and the person requesting such payment shall pay any transfer or other taxes required by such transfer and by reason of the issuance of shares of Parent Common Stock to a person other than the registered holder of such Certificate or establish to the satisfaction of Parent that such tax has been paid or is not applicable. Until surrendered as contemplated by this Section 2.02, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender Merger Consideration as contemplated by this Section 2.02cancelled. No interest shall be paid or accrue on any the cash payable upon surrender of any Certificate. The Exchange Agent If payment of any Merger Consideration is to be made to a Person other than the Person in whose name the surrendered Certificate is registered, it shall not be entitled to vote a condition of payment of such Merger Consideration that the Certificate so surrendered shall be properly endorsed or exercise any rights of ownership with respect shall be otherwise in proper form for transfer and that the Person requesting such payment shall have paid to the Parent Common Stock held Paying Agent in advance any Tax required by it from time reason of the payment of such Merger Consideration to time hereunder, except a Person other than the registered holder of the Certificate surrendered or shall have established to the satisfaction of the Surviving Corporation that it shall receive and hold all dividends or other distributions such Tax either has otherwise been paid or distributed with respect thereto is not applicable. Subject to Section 3.3, until surrendered as contemplated by this Section 3.2, each Certificate representing one or more Shares that were converted pursuant to Section 3.1(c) shall at all times after the Effective Time represent only the right to receive, in cash, the Merger Consideration (subject to subsection (e) of this Section 3.2) for the account of persons entitled theretoeach Share formerly represented by such Certificate as contemplated by this Section 3.2.

Exchange Procedures. As soon as reasonably practicable after the Effective Time, the Exchange Agent shall mail to each holder of record of a an outstanding certificate or certificates (the "Certificates") that immediately which prior to the Effective Time thereto represented outstanding shares of Company Common Stock whose shares were converted into the right to receive Merger Consideration pursuant to Section 2.01Shares shall, (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates surrender to the Exchange Agent of such certificate or certificates and shall be in such form and have such other provisions as Parent may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for Merger Consideration. Upon surrender of a Certificate for cancelation to the Exchange Agent or to such other agent or agents as may be appointed by Parent and reasonably acceptable to the Company, together with such letter of transmittal, duly executed, and such other documents as may reasonably be required acceptance thereof by the Exchange Agent, the holder of such Certificate shall be entitled to receive in exchange therefor a certificate representing that number of whole shares G:\LEGAL\AGREEMNT\MERGER\PIONEER.4TH 3 of Parent Conseco Common Stock (together with and cash in lieu of fractional sharesshares of Conseco Common Stock as contemplated by this Section 1.10) that which the aggregate number of Shares previously represented by such holder has certificate or certificates surrendered shall have been converted into the right to receive pursuant to the provisions Section 1.9(a) of this Article II, Agreement. The Exchange Agent shall accept such certificates upon compliance with such reasonable terms and conditions as the Certificate so surrendered shall forthwith Exchange Agent may impose to effect an orderly exchange thereof in accordance with normal exchange practices. If the consideration to be canceled. In the event of a transfer of ownership of Company Common Stock that is not registered paid in the transfer records of the Company, a certificate representing the appropriate number of shares of Parent Common Stock may Merger (or any portion thereof) is to be issued delivered to a any person other than the person in whose name the Certificate so certificate representing Shares surrendered in exchange therefor is registered, if it shall be a condition to such Certificate exchange that the certificate so surrendered shall be properly endorsed or otherwise be in proper form for transfer and that the person requesting such payment exchange shall pay to the Exchange Agent any transfer or other taxes required by such transfer and by reason of the issuance payment of shares of Parent Common Stock such consideration to a person other than the registered holder of such Certificate the certificate surrendered, or shall establish to the satisfaction of Parent the Exchange Agent that such tax has been paid or is not applicable. After the Effective Time, there shall be no further transfer on the records of the Company or its transfer agent of certificates representing Shares and if such certificates are presented to the Company for transfer, they shall be canceled against delivery of the Merger Consideration as hereinabove provided. Until surrendered as contemplated by this Section 2.021.10(b), each Certificate certificate representing Shares (other than certificates representing Shares to be canceled in accordance with Section 1.9(b)), shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration payable with respect to such Shares, without any interest thereon, as contemplated by this Section 2.021.9. No interest shall will be paid or will accrue on any cash payable upon surrender of any Certificate. The Exchange Agent shall not be entitled to vote or exercise any rights of ownership with respect to the Parent Common Stock held by it from time to time hereunder, except that it shall receive and hold all dividends or other distributions paid or distributed with respect thereto for the account of persons entitled theretoas Merger Consideration.

Exchange Procedures. As soon as reasonably practicable after the Effective TimeTime but in any event not later than five Business Days thereafter, the Exchange Agent shall mail to each holder of record of a certificate or certificates (the "Certificates") that which immediately prior to the Effective Time represented outstanding shares of Company Common Stock Shares and whose shares Shares were converted into the right to receive the Merger Consideration pursuant to Section 2.012.7 (collectively, the “Certificates”), (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Agent and shall be in such form and have such other provisions as Parent may reasonably specify) and (ii) instructions for use in effecting the surrender of surrendering the Certificates in exchange for the Merger Consideration. Upon surrender of a Certificate for cancelation cancellation to the Exchange Agent or to such other agent or agents as may be appointed by Parent and reasonably acceptable to the CompanyAgent, together with such letter of transmittal, duly executed, and such other documents as may reasonably be required by the Exchange Agent, the holder of such Certificate shall be entitled to receive in exchange therefor a certificate representing that number the amount of whole shares of Parent Common Stock (together with cash in lieu of fractional shares) that which the Shares theretofore represented by such Certificate entitle such holder has the right to receive pursuant to the provisions of this Article II, 2 and the Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of Company Common Stock Shares that is not registered in the transfer records of the Company, a certificate representing the appropriate number of shares of Parent Common Stock payment may be issued made to a person Person other than the person Person in whose name the Certificate so surrendered is registered, registered if such Certificate shall be properly endorsed or otherwise be in proper form for transfer and the person Person requesting such payment issuance shall pay any transfer or other taxes Taxes required by such transfer and by reason of the issuance of shares of Parent Common Stock payment to a person Person other than the registered holder of such Certificate or establish to the satisfaction of Parent that such tax Tax has been paid or is not applicable. Until surrendered as contemplated by this Section 2.02, each Each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender in accordance with this Section 2.8 the Merger Consideration as contemplated by this into which the shares of Company Common Stock shall have been converted pursuant to Section 2.022.7. No interest shall be paid or shall accrue on any cash payable upon surrender to holders of any Certificate. The Exchange Agent shall not be entitled to vote or exercise any rights of ownership with respect Certificates pursuant to the Parent Common Stock held by it from time to time hereunder, except that it shall receive and hold all dividends or other distributions paid or distributed with respect thereto for the account provisions of persons entitled theretothis Article 2.

Exchange Procedures. As soon as reasonably practicable after the Effective Time, the Exchange Agent shall mail to each holder of record of a certificate or certificates (the "“Certificates"”) that that, immediately prior to the Effective Time Time, represented outstanding shares of Company Common Stock Target Shares whose shares were converted into the right to receive Merger Consideration pursuant to Section 2.01, 2.1(c) shall surrender such holder’s Certificate for cancellation to the Company (ior to such other agent or agents as may be appointed by Company) together with 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 delivery of the Certificates to the Exchange Agent Company and shall be in such form and have such other provisions as Parent Company may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for Merger Consideration. Upon surrender of a Certificate for cancelation to the Exchange Agent or to such other agent or agents as may be appointed by Parent and reasonably acceptable to the Company, together with such letter of transmittal), duly executed, and such other documents as may reasonably be required by the Exchange AgentCompany, the holder of such Certificate shall be entitled to receive in exchange therefor a certificate representing that the holder’s pro rata portion of the Merger Consideration, including the Company Shares, into which the aggregate number of whole shares of Parent Common Stock (together with cash in lieu of fractional shares) that Target Shares previously represented by such holder has the right to receive Certificate shall have been converted pursuant to the provisions of this Article IISection 2.1(c), and the Certificate so surrendered shall forthwith be canceled. Thereafter, such holder shall be treated as a holder of Company Common Stock for purposes of voting or quorum for any meeting of the stockholders of Company. In the event of a transfer of ownership of Company Common Stock Target Shares that is not registered in the transfer records of the CompanyTarget, a certificate representing the appropriate number of shares of Parent Common Stock payment may be issued made to a person other than the person in whose name the Certificate so surrendered is registered, if such Certificate shall be properly endorsed or otherwise be in proper form for transfer and the person requesting such payment shall pay any transfer or other taxes required by such transfer and by reason of the issuance of shares of Parent Common Stock payment to a person other than the registered holder of such Certificate or establish to the satisfaction of Parent Company that such tax has been paid or is not applicable. Until surrendered as contemplated by this Section 2.022.3, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration as contemplated into which the Target Shares theretofore represented by this such Certificate have been converted pursuant to Section 2.022.1(c). No interest shall be paid or accrue on any cash payable upon surrender of any Certificate. The Exchange Agent shall not be entitled to vote or exercise any rights of ownership with respect to the Parent Common Stock held by it from time to time hereunder, except that it shall receive and hold all dividends or other distributions paid or distributed with respect thereto for the account of persons entitled thereto.

Exchange Procedures. As Promptly and as soon as reasonably practicable after the Effective Time, the Exchange Agent shall mail to each holder of record of a an outstanding certificate or certificates (the "Certificates") that immediately which prior to the Effective Time thereto represented outstanding shares of Company Common Stock whose shares were converted into the right to receive Merger Consideration pursuant to Section 2.01Shares shall, (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates surrender to the Exchange Agent of such certificate or certificates and shall be in such form and have such other provisions as Parent may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for Merger Consideration. Upon surrender of a Certificate for cancelation to the Exchange Agent or to such other agent or agents as may be appointed by Parent and reasonably acceptable to the Company, together with such letter of transmittal, duly executed, and such other documents as may reasonably be required acceptance thereof by the Exchange Agent, be entitled to certificates representing the number of full shares of Parent Common Stock, if any, to be received by the holder thereof pursuant to this Agreement and the amount of cash, if any, which the holder of such Certificate shall be entitled to receive in exchange therefor a certificate representing that number of whole shares of Parent Common Stock (together with cash in lieu of fractional shares) that such holder has the right to receive pursuant to the provisions of this Article II, Agreement and the Certificate so surrendered cash, if any, payable in lieu of any fractional shares, subject to the escrow provided for in Section 2.05. The Exchange Agent shall forthwith 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 canceled. In no further transfer on the event of a transfer of ownership of Company Common Stock that is not registered in the transfer records of the CompanyCompany or its transfer agent of certificates representing Shares which have been converted pursuant to this Agreement into the right to receive the Merger Consideration, a certificate representing and if such certificates are presented to the appropriate number Company for transfer, they shall be canceled against delivery of cash and/or certificates for shares of Parent Common Stock, as the case may be. If any certificate for such Parent Common Stock may is to be issued in, or if cash is to be remitted to, a person name other than that in which the person in whose name the Certificate so certificate for Shares surrendered for exchange is registered, if it shall be a condition of such Certificate exchange that the certificate so surrendered shall be properly endorsed endorsed, with signature guaranteed, or otherwise be in proper form for transfer and that the person requesting such payment exchange shall pay to Parent or its transfer agent any transfer or other taxes required by such transfer and by reason of the issuance of shares of Parent Common Stock to certificates for such Shares in a person name other than that of the registered holder of such Certificate the certificate surrendered, or establish to the satisfaction of Parent or its transfer agent that such tax has been paid or is not applicable. Until surrendered as contemplated by this Section 2.022.03(b), each Certificate certificate for Shares which have been converted into the right to receive the Merger Consideration shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration as contemplated by this Section and determined in accordance with Sections 2.01 and 2.02. No interest shall will be paid or will accrue on any cash payable upon surrender as Merger Consideration or in lieu of any Certificate. The Exchange Agent shall not be entitled to vote or exercise any rights fractional shares of ownership with respect to the Parent Common Stock held by it from time to time hereunder, except that it shall receive and hold all dividends or other distributions paid or distributed with respect thereto for the account of persons entitled theretoStock.

Exchange Procedures. As soon as reasonably practicable after the Effective Time, but no later than two days thereafter, the Exchange Agent shall mail to each holder of record of a certificate Certificate or certificates (the "Certificates") that immediately prior to the Effective Time represented outstanding shares of Company Common Stock Option whose shares or options were converted into the right to receive Merger Consideration pursuant to Section 2.012.1 of this Agreement, (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates or Common Stock Options, as applicable, shall pass, only upon delivery of the Certificates or Common Stock Options to the Exchange Agent and shall be in such form and have such other provisions as Parent and the Company may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates or Common Stock Options in exchange for the Merger Consideration. Upon surrender of a Certificate or Common Stock Option for cancelation cancellation to the Exchange Agent or to such other agent or agents as may be appointed by Parent and reasonably acceptable to the CompanyAgent, together with such letter of transmittal, duly executed, and such other documents as may reasonably be required by the Exchange Agent, the holder of such Certificate or Common Stock Option shall be entitled to receive in exchange therefor a Parent certificate representing that number of whole shares of Parent Common Stock (together issuable to such holder pursuant to the Merger, the Cash Payment payable to such holder, a Parent certificate representing that number of CVRs that correspond to the number of whole shares of Parent Common Stock issuable to such holder pursuant to the Merger, certain dividends or other distributions in accordance with Section 2.2(c) and cash in lieu of any fractional sharesshare in accordance with Section 2.2(e) that such holder has the right to receive pursuant to the provisions of this Article II, and the Certificate or Common Stock Option so surrendered shall forthwith be canceledcancelled. The Cash Payment and any other cash distributions made in accordance with Section 2.2(c) and 2.2(e) shall be paid by check or wire transfer. In the event of a transfer of ownership of Company Common Stock that is not registered in the transfer records of the Company, a certificate representing the appropriate proper number of shares of Parent Common Stock may be issued to a person Person other than the person Person in whose name the Certificate so surrendered is registered, registered if such Certificate shall be properly endorsed or otherwise be in proper form for transfer and the person Person requesting such payment issuance shall pay any transfer or other non-income taxes required by such transfer and by reason of the issuance of shares of Parent Common Stock to a person Person other than the registered holder of such Certificate or establish to the satisfaction of Parent that such tax has been paid or is not applicable. Until surrendered as contemplated by this Section 2.022.2, each Certificate or Common Stock Option shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration as contemplated by that the holder thereof has the right to receive pursuant to the provisions of this Article II, and, if applicable, certain dividends or other distributions in accordance with Section 2.022.2(c). No interest shall will be paid or will accrue on any cash payable upon surrender to holders of any Certificate. The Exchange Agent shall not be entitled to vote Certificates or exercise any rights of ownership with respect Common Stock Options pursuant to the Parent Common Stock held by it from time to time hereunder, except that it shall receive and hold all dividends or other distributions paid or distributed with respect thereto for the account provisions of persons entitled theretothis Article II.

Exchange Procedures. As soon as reasonably practicable after the ------------------- Effective TimeTime of the Merger, the Exchange Agent shall mail to each holder of record of a certificate or certificates (the "Certificates") that which immediately prior to the Effective Time represented outstanding shares of Company Common Stock whose Stock, other than shares were converted into to be canceled or retired in accordance with Section 3.1(b) hereof (such -------------- certificates, the right to receive Merger Consideration pursuant to Section 2.01, "Certificates") (i) a letter of transmittal (transmittal, which shall ------------ specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Agent and shall be in such form and have such other provisions as Parent may reasonably specify) Agent, and (ii) instructions for use in effecting the surrender of the Certificates in exchange for Merger Considerationcertificates representing shares of Parent Common Stock. Upon surrender of a Certificate for cancelation cancellation to the Exchange Agent or to such other agent or agents as may be appointed by Parent and reasonably acceptable to the CompanyAgent, together with such letter of transmittal, duly executed, and such other documents as may reasonably be required by the Exchange Agent, the holder of such Certificate shall be entitled to receive in exchange therefor a certificate representing that number of whole shares of Parent Common Stock (together with cash in lieu of fractional shares) that which such holder has the right to receive pursuant to the provisions of this Article IIIII, ----------- and the Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of Company Common Stock that which is not registered in the transfer records of the Company, a certificate representing the appropriate proper number of shares of Parent Common Stock may be issued to a person Person other than the person Person in whose name the Certificate so surrendered is registered, if such Certificate shall be properly endorsed or otherwise be in proper form for transfer and the person Person requesting such payment shall pay any transfer or other taxes required by such transfer and by reason of the issuance of shares of Parent Common Stock to a person Person other than the registered holder of such Certificate or establish to the satisfaction of Parent that such tax has been paid or is not applicable. Until surrendered as contemplated by this Section 2.02------- 3.2, each Certificate shall be deemed at any time after the Effective Time to --- represent only the right to receive upon such surrender Merger Consideration the certificate representing the appropriate number of whole shares of Parent Common Stock, cash in lieu of any fractional shares of Parent Common Stock and any dividends to the extent provided in Section 3.2(c) hereof as contemplated by this Section 2.023.2. No -------------- ----------- interest shall will be paid or will accrue on any cash payable upon surrender in lieu of any Certificate. The Exchange Agent shall not be entitled to vote or exercise any rights fractional shares of ownership with respect to the Parent Common Stock held by it from time to time hereunder, except that it shall receive and hold all dividends or other distributions paid or distributed with respect thereto for the account of persons entitled theretoStock.

Exchange Procedures. As soon as reasonably practicable after the Effective Time, the Exchange Agent shall mail to each If a holder of record of a certificate or certificates (the "Certificates") that immediately prior Company Stock surrenders to the Effective Time represented outstanding shares of Company Common Stock whose shares were converted into the right to receive Merger Consideration pursuant to Section 2.01, (i) Paying Agent 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 delivery of the Certificates to the Exchange Agent and shall be in such form and have such other provisions as Parent may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for Merger Consideration. Upon surrender of a Certificate for cancelation to the Exchange Agent or to such other agent or agents as may be appointed by Parent and reasonably acceptable to the CompanyCertificate, together with such letter a Letter of transmittal, Transmittal properly completed and duly executed, and such other documents as may be reasonably be required by requested pursuant to the Instructions, at least two (2) Business Days prior to the Closing Date and such holder is the record holder as of the Closing Date, then the Company shall use commercially reasonable efforts to cause the Paying Agent to pay to the holder of such Certificate on the Closing Date, in exchange therefor, solely from the Exchange AgentFund, the Merger Consideration (subject to any applicable withholding tax as specified in Section 2.07), without interest, with respect thereto, and such Certificate shall forthwith be canceled. If a holder surrenders to the Paying Agent a Certificate, together with a Letter of Transmittal properly completed and duly executed (and such other documents as may be reasonably requested pursuant to the Instructions), any time after two (2) Business Days prior to the Closing Date, and such holder is the record holder as of the Effective Time, then the holder of such Certificate shall be entitled to receive paid as soon as reasonably practicable following the Closing Date in exchange therefor a certificate representing that number of whole shares of Parent Common Stock by the Paying Agent, solely from the Exchange Fund, the Merger Consideration (together subject to any applicable withholding tax as specified in Section 2.07), without interest, with cash in lieu of fractional shares) that such holder has the right to receive pursuant to the provisions of this Article IIrespect thereto, and the such Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of Company Common Stock that which is not registered in the transfer records of the Company, a certificate representing payment of the appropriate number of shares of Parent Common Stock Merger Consideration in accordance with this Section 2.03(b) may be issued made to a person other than the person in whose name the Certificate so surrendered is registered, registered if such Certificate shall be properly endorsed or otherwise be in proper form for transfer and the person requesting such payment shall pay any transfer or other taxes required by such transfer and by reason of the issuance payment of shares of Parent Common Stock the Merger Consideration to a person other than the registered holder of such Certificate or establish to the satisfaction of Parent that such tax has been paid or is not applicable. Until surrendered as contemplated by this Section 2.02, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender Merger Consideration as contemplated by this Section 2.02Certificate. No interest shall be paid or accrue accrued on any cash Merger Consideration payable upon surrender to holders of any Certificate. The Exchange Agent shall not be entitled to vote Certificates or exercise any rights of ownership with respect to the Parent Common Stock held by it from time to time hereunder, except that it shall receive and hold all dividends options or other distributions paid or distributed with respect thereto for the account of persons entitled theretowarrants.

Exchange Procedures. As The Surviving Corporation shall cause the Paying Agent, as soon as reasonably practicable after the Effective Time, the Exchange Agent shall to mail to each registered holder of record of a certificate or certificates (the "Certificates") that Company Shares immediately prior to the Effective Time represented outstanding shares of Company Common Stock whose shares were converted into the right to receive Merger Consideration pursuant to Section 2.01, (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Agent and shall be in such customary form and have containing such other provisions as Parent reasonably may reasonably specifyrequire (a "Letter of Transmittal") and (ii) instructions for use in effecting surrendering the surrender of stock certificate or certificates representing the Certificates holder's Company Shares (each a "Company Stock Certificate") in exchange for the Merger ConsiderationConsideration payable in respect of the Company Shares represented by the holder's certificate or certificates. Upon surrender of a Company Stock Certificate for cancelation to the Exchange Paying Agent or to such other agent or agents as may be appointed by Parent and reasonably acceptable to the Companyfor cancellation, together with such letter a Letter of transmittal, Transmittal duly executed, executed and completed in accordance with its instructions and such other documents as the Paying Agent reasonably may reasonably be required by require, the Exchange Agent, Paying Agent shall pay to the holder of such Certificate shall be entitled to receive the surrendered certificate the Merger Consideration payable in exchange therefor a certificate representing that number respect of whole shares of Parent Common Stock (together with cash in lieu of fractional shares) that such holder has the right to receive pursuant to Company Shares represented by the provisions of this Article IIcertificate, and the Company Stock Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of Company Common Stock that is not registered in the transfer records If any portion of the Company, a certificate representing the appropriate number Merger Consideration payable in respect of shares of Parent Common Stock may any Company Shares is to be issued paid to a person Person other than the person in whose name the Certificate so surrendered is registeredregistered holder of those shares, if such Certificate it shall be a condition to the Paying Agent's making such payment that the Company Stock Certificate representing those shares is surrendered properly endorsed or otherwise be in proper form for transfer and that the person Person requesting such payment shall pay (i) pays any transfer or other taxes Tax required by such transfer and by reason as a result of the issuance of shares of Parent Common Stock payment to a person Person other than the registered holder of such Certificate or establish (ii) establishes to the satisfaction of Parent the Paying Agent that any such tax Tax has been paid or is not applicablepayable. Until At and after the Effective Time and until surrendered as contemplated by this Section 2.022.5(b), each Company Stock Certificate shall be deemed at any time after the Effective Time to represent for all purposes only the right to receive the Merger Consideration payable upon such surrender Merger Consideration as contemplated by this Section 2.02. No interest shall be paid or accrue on any cash payable upon surrender of any Certificate. The Exchange Agent shall not be entitled to vote or exercise any rights of ownership with respect to the Parent Common Stock held by it from time to time hereunder, except that it shall receive and hold all dividends or other distributions paid or distributed with respect thereto for the account of persons entitled theretosurrender.

Exchange Procedures. As soon as reasonably practicable after the Effective Time, the Exchange Agent shall mail to each holder of record of a certificate or certificates (the "Certificates") that which immediately prior to the Effective Time represented outstanding shares of Company Common Stock Shares (the “Certificates”) whose shares were converted into the right to receive the Merger Consideration pursuant to Section 2.012.2, (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Agent and shall be in such form and have such other provisions as Parent may reasonably specify) and (ii) instructions for use in effecting the surrender of surrendering the Certificates in exchange for the Merger Consideration. Upon surrender of a Certificate for cancelation cancellation to the Exchange Agent or to such other agent or agents as may be appointed by Parent and reasonably acceptable to the CompanyAgent, together with such letter of transmittal, duly executed, and such other documents as may reasonably be required by the Exchange Agent, the holder of such Certificate shall be entitled to receive in exchange therefor a certificate representing that number the amount of whole shares of Parent Common Stock (together with cash in lieu of fractional shares) that which the Shares theretofore represented by such Certificate entitle such holder has the right to receive pursuant to the provisions of this Article II, 2 and the Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of Company Common Stock that is not registered in the transfer records of the Company, a certificate representing the appropriate number of shares of Parent Common Stock payment may be issued made to a person Person other than the person Person in whose name the Certificate so surrendered is registered, registered if such Certificate shall be properly endorsed or otherwise be in proper form for transfer and the person Person requesting such payment issuance shall pay any transfer or other taxes Taxes required by such transfer and by reason of the issuance of shares of Parent Common Stock payment to a person Person other than the registered holder of such Certificate or establish to the satisfaction of Parent that such tax Tax has been paid or is not applicable. Until surrendered as contemplated by this Section 2.02, each Each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender in accordance with this Section 2.3 the Merger Consideration as contemplated by this into which the Shares shall have been converted pursuant to Section 2.022.2. No interest shall be paid or shall accrue on any cash payable upon surrender to holders of any Certificate. The Exchange Agent shall not be entitled to vote or exercise any rights of ownership with respect Certificates pursuant to the Parent Common Stock held by it from time to time hereunder, except that it shall receive and hold all dividends or other distributions paid or distributed with respect thereto for the account provisions of persons entitled theretothis Article 2.

Exchange Procedures. As soon as reasonably practicable after the Effective Time, the Exchange Surviving Corporation or Parent shall cause the Paying Agent shall to mail or personally deliver to each holder of record (or his or her attorney-in-fact) of a certificate Certificate or certificates (the "Certificates") that immediately prior to the Effective Time represented outstanding , whose shares of Company Common Stock whose shares were converted into the right to receive the Merger Consideration pursuant to Section 2.012.11(a), (i) a letter of transmittal (which shall (A) include an accompanying IRS Form W-9 (or substitute IRS Form W-9) and IRS Form W-8BEN, (B) specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Agent Paying Agent, and shall (C) be in such form and have such other provisions as Parent may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the Merger Consideration. Upon After the Effective Time and upon surrender of a Certificate for cancelation cancellation to the Exchange Agent or to such other agent or agents as may be appointed by Parent and reasonably acceptable to the CompanyPaying Agent, together with such letter of transmittal, duly executedexecuted and completed in accordance with the instructions thereto, and such other documents as reasonably may reasonably be required by the Exchange Paying Agent, the holder of such Certificate shall be entitled to receive in exchange therefor a certificate representing that number of whole shares of Parent Common Stock (together with cash in lieu of fractional shares) that the Merger Consideration to which such holder has the right to receive is entitled pursuant to the provisions of this Article IIhereto, and the Certificate so surrendered shall forthwith be canceledcanceled and the Merger Consideration shall be sent promptly to such holder. In the event of a transfer of ownership of Company Common Stock that is not registered in the transfer records No interest will accrue or be paid with respect to any Merger Consideration to be delivered upon surrender of the Company, a certificate representing Certificates. If the appropriate number payment of shares of Parent Common Stock may the Merger Consideration is to be issued made to a person Person other than the person Person in whose name the surrendered Certificate is registered, it shall be a condition of payment that (x) the Certificate so surrendered is registered, if such Certificate shall be properly endorsed or shall be otherwise be in proper form for transfer transfer, and (y) the person Person requesting such payment shall pay any transfer or other taxes required by such have paid all transfer and other Taxes required by reason of the issuance payment of shares of Parent Common Stock the Merger Consideration to a person Person other than the registered holder of the Certificate surrendered, or required for any other reason relating to such Certificate holder or establish requesting Person, or shall have established to the satisfaction of Parent and MergerSub that such tax Tax either has been paid or is not applicablerequired to be paid. Until surrendered as contemplated by this Section 2.022.12, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration as contemplated by this Section 2.02. No to which the holder of such Certificate is entitled pursuant hereto, without interest shall be paid or accrue on any cash payable upon surrender of any Certificate. The Exchange Agent shall not be entitled to vote or exercise any rights of ownership with respect to the Parent Common Stock held by it from time to time hereunder, except that it shall receive and hold all dividends or other distributions paid or distributed with respect thereto for the account of persons entitled theretothereon.

Exchange Procedures. As soon as reasonably practicable after Each certificate for shares of Bankers Common Stock delivered for exchange under this Section 1.02(g) must be endorsed in blank by the Effective Timeregistered holder thereof or be accompanied by a power of attorney to transfer such shares endorsed in blank by such holder. If more than one certificate is surrendered at one time and in one transmittal package for the same shareholder account, the Exchange Agent shall mail to each holder of record of a certificate or certificates (the "Certificates") that immediately prior to the Effective Time represented outstanding shares of Company Common Stock whose shares were converted into the right to receive Merger Consideration pursuant to Section 2.01, (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Agent and shall be in such form and have such other provisions as Parent may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for Merger Consideration. Upon surrender of a Certificate for cancelation to the Exchange Agent or to such other agent or agents as may be appointed by Parent and reasonably acceptable to the Company, together with such letter of transmittal, duly executed, and such other documents as may reasonably be required by the Exchange Agent, the holder of such Certificate shall be entitled to receive in exchange therefor a certificate representing that number of whole shares of Parent Sovereign Common Stock (together with cash in lieu of fractional shares) that such holder has the right to receive for which certificates will be issued pursuant to this Section 1.02(g) will be computed on the provisions of this Article II, and the Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of Company Common Stock that is not registered in the transfer records basis of the Company, a certificate representing the appropriate aggregate number of shares represented by the certificates so surrendered. If shares of Parent Sovereign Common Stock may or payments of cash are to be issued or made to a person other than the person one in whose name the Certificate so surrendered certificate is registered, if such Certificate shall the certificate so surrendered must be properly endorsed in blank, with signature(s) guaranteed, or otherwise be in proper form for transfer transfer, and the person requesting such payment to whom certificates for shares of Sovereign Common Stock is to be issued or to whom cash is to be paid shall pay any transfer or other taxes required by such transfer and by reason of the such issuance of shares of Parent Common Stock or payment to a person other than the registered holder of such Certificate or establish to the satisfaction certificate for shares of Parent that such tax has been paid or is not applicableBankers Common Stock which are surrendered. Until surrendered As promptly as contemplated by this Section 2.02, each Certificate shall be deemed at any time practicable after the Effective Time Date, Sovereign shall send or cause to represent only be sent to each shareholder of record of Bankers Common Stock transmittal materials for use in exchanging certificates representing Bankers Common Stock for certificates representing Sovereign Common Stock into which the right to receive upon such surrender Merger Consideration as contemplated by this Section 2.02former have been converted in the Merger. No interest Certificates representing shares of Sovereign Common Stock and checks for cash in lieu of fractional shares shall be paid mailed to former shareholders of Bankers as soon as reasonably possible but in no event later than fifteen (15) business days following the receipt of certificates representing former shares of Bankers Common Stock (except in the case of share certificates containing a restrictive legend or accrue on any cash payable upon surrender of any Certificate. The Exchange Agent shall not be entitled to vote or exercise any rights of ownership with respect to which stop transfer instructions pertain) duly endorsed or accompanied by the Parent Common Stock held materials referenced herein and delivered by it from time to time hereundercertified mail, except that it shall receive and hold all dividends or other distributions paid or distributed with respect thereto for return receipt requested (but in no event earlier than the account of persons entitled theretosecond business day following the Effective Date).

Exchange Procedures. As soon as reasonably practicable after the Effective TimeTime of the Merger, the Exchange Agent shall mail to each holder of record of a certificate or certificates (the "Certificates") that which immediately prior to the Effective Time of the Merger represented outstanding shares of Company Common Stock whose Stock, other than shares were converted into the right to receive Merger Consideration pursuant to be canceled or retired in accordance with Section 2.012.01(b), (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Agent and shall be in such form and have such other provisions as Parent may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for Merger Considerationcertificates representing shares of Parent Common Stock. Upon surrender of a Certificate for cancelation to the Exchange Agent or to such other agent or agents as may be appointed by Parent and reasonably acceptable to the CompanyParent, together with such letter of transmittal, duly executed, and such other documents as may reasonably be required by the Exchange Agent, the holder of such Certificate shall be entitled to receive in exchange therefor a certificate representing that number of whole shares of Parent Common Stock (together with cash in lieu of fractional shares) that which such holder has the right to receive pursuant to the provisions of this Article II, and the Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of Company Common Stock that which is not registered in the transfer records of the Company, a certificate representing the appropriate proper number of shares of Parent Common Stock may be issued to a person other than the person in whose name the Certificate so surrendered is registered, if such Certificate shall be properly endorsed or otherwise be in proper form for transfer and the person requesting such payment shall pay any transfer or other taxes required by such transfer and by reason of the issuance of shares of Parent Common Stock to a person other than the registered holder of such Certificate or establish to the satisfaction of Parent that such tax has been paid or is not applicable. Until surrendered as contemplated by this Section 2.02, each Certificate shall be deemed at any time after the Effective Time of the Merger to represent only the right to receive upon such surrender Merger Consideration the certificate representing the appropriate number of whole shares of Parent Common Stock, cash in lieu of any fractional shares of Parent Common Stock and any dividends to the extent provided in Section 2.02(c) as contemplated by this Section 2.02. No interest shall will be paid or will accrue on any cash payable upon surrender in lieu of any Certificate. The Exchange Agent shall not be entitled to vote or exercise any rights fractional shares of ownership with respect to the Parent Common Stock held by it from time to time hereunder, except that it shall receive and hold all dividends or other distributions paid or distributed with respect thereto for the account of persons entitled theretoStock.

Exchange Procedures. As soon promptly as reasonably practicable after the Effective TimeTime (but in no event more than three (3) Business Days thereafter), the Exchange Agent shall mail will send to each record holder of record of a certificate or certificates (the "Certificates") that immediately prior to the Effective Time represented outstanding shares of Company Common Stock whose shares were converted into the right to receive Merger Consideration pursuant to Section 2.01other than Dissenting Shares, (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates or Book-Entry Shares shall pass, only upon delivery of the Certificates or Book-Entry Shares to the Exchange Agent and shall be in such form a reasonable and have such other provisions as Parent may reasonably specifycustomary form) and (ii) instructions for use in effecting the surrender of the Certificates or Book-Entry Shares in exchange for the Merger Consideration. Upon As soon as reasonably practicable after the Effective Time, each holder of a Certificate or Book-Entry Shares, upon surrender of a Certificate for cancelation or Book-Entry Shares to the Exchange Agent or to such other agent or agents as may be appointed by Parent and reasonably acceptable to the Company, together with such letter of transmittal, duly executed, and such other documents as may reasonably be required by the Exchange Agent, the holder of such Certificate shall be entitled to receive in exchange therefor a certificate representing that number the Merger Consideration, without interest, for each share of whole shares of Parent Company Common Stock (together with cash in lieu of fractional shares) that formerly represented by such holder has the right to receive pursuant to the provisions of this Article IICertificate or Book-Entry Share, and the Certificate and Book-Entry Share so surrendered shall forthwith be canceled. In The Exchange Agent shall accept such Certificates upon compliance with such reasonable terms and conditions as the event of a transfer of ownership of Company Common Stock that is not registered Exchange Agent may impose to effect an orderly exchange thereof in the transfer records accordance with normal exchange practices. No interest will be paid or will accrue on any cash payable pursuant to Section 1.7(a) or Section 1.8. If payment of the Company, a certificate representing the appropriate number of shares of Parent Common Stock may Merger Consideration is to be issued made to a person Person other than the person Person in whose name the surrendered Certificate is registered, it shall be a condition of payment that (x) the Certificate so surrendered is registered, if such Certificate shall be properly endorsed or shall otherwise be in proper form for transfer and (y) the person Person requesting such payment shall pay have paid any transfer or and other taxes Taxes required by such transfer and by reason of the issuance payment of shares of Parent Common Stock the Merger Consideration to a person Person other than the registered holder of such Certificate or establish surrendered and shall have established to the reasonable satisfaction of Parent the Surviving Corporation that such tax Tax either has been paid or is not applicable. Until surrendered as contemplated by this Section 2.02, each Certificate shall be deemed at any time after Payment of the Effective Time to represent only the right to receive upon such surrender applicable Merger Consideration as contemplated by this Section 2.02. No interest shall be paid or accrue on any cash payable upon surrender of any Certificate. The Exchange Agent shall not be entitled to vote or exercise any rights of ownership with respect to Book-Entry Shares shall only be made to the Parent Common Stock held by it from time to time hereunder, except that it shall receive and hold all dividends or other distributions paid or distributed with respect thereto for the account of persons entitled theretoPerson in whose name such Book-Entry Shares are registered.

Exchange Procedures. As soon as reasonably practicable after the Effective Time, Parent shall cause the Exchange Paying Agent shall to mail to each holder of record of a certificate or certificates (the "Certificates") that immediately prior to the Effective Time represented outstanding shares of Company Common Stock whose shares were converted into the right to receive Merger Consideration pursuant to Section 2.01, Certificate (i) a form of 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 such customary form and have such other provisions as Parent may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the Merger Consideration. Upon surrender Each holder of record of a Certificate for cancelation shall, upon surrender to the Exchange Paying Agent or to of such other agent or agents as may be appointed by Parent and reasonably acceptable to the CompanyCertificate, together with such letter of transmittal, duly executed, and such other documents as may reasonably be required by the Exchange Paying Agent, the holder of such Certificate shall be entitled to receive in exchange therefor a certificate representing that the amount of cash which the number of whole shares of Parent Company Common Stock (together with cash in lieu of fractional shares) that previously represented by such holder has Certificate shall have been converted into the right to receive pursuant to the provisions of this Article IISection 2.01(c), and the Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of Company Common Stock that which is not registered in the transfer records of the Company, a certificate representing payment of the appropriate number of shares of Parent Common Stock Merger Consideration may be issued made to a person other than the person in whose name the Certificate so surrendered is registered, registered if such Certificate shall be properly endorsed or otherwise be in proper form for transfer and the person requesting such payment shall pay any transfer or other taxes required by such transfer and by reason of the issuance payment of shares of Parent Common Stock the Merger Consideration to a person other than the registered holder of such Certificate or establish to the reasonable satisfaction of Parent that such tax has been paid or is not applicable. Until surrendered as contemplated by this Section 2.022.02(b), each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration as contemplated by which the holder thereof has the right to receive in respect of such Certificate pursuant to this Section 2.02Article II. No interest shall be paid or will accrue on any cash payable upon surrender to holders of any Certificate. The Exchange Agent shall not be entitled to vote or exercise any rights of ownership with respect Certificates pursuant to the Parent Common Stock held by it from time to time hereunder, except that it shall receive and hold all dividends or other distributions paid or distributed with respect thereto for the account provisions of persons entitled theretothis Article II.

Exchange Procedures. As soon as reasonably practicable after the Effective Time, Parent will instruct the Exchange Agent shall to mail to each holder of record of a certificate or certificates (the "Certificates") that which immediately prior to the Effective Time represented evidenced outstanding shares of Company Common Stock whose shares were converted into the right Shares (other than Shares to receive Merger Consideration be canceled pursuant to Section 2.012.1(b)) (the "Certificates"), (i) a form 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 such form and have such other provisions as Parent and ASARCO may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the Merger Consideration. Upon surrender of a Certificate for cancelation cancellation to the Exchange Agent or to such other agent or agents as may be appointed by Parent and reasonably acceptable to the CompanyParent, together with such a letter of transmittal, duly executed, and such other customary documents as may reasonably be required by pursuant to such instructions (collectively, the Exchange Agent"Transmittal Documents"), the holder of such Certificate shall be entitled to receive in exchange therefor a certificate representing that number the Merger Consideration for each share of whole shares of Parent ASARCO Common Stock (together with cash in lieu formerly represented by such Certificate, without any interest thereon, less any required withholding of fractional shares) that such holder has the right to receive pursuant to the provisions of this Article IItaxes, and the Certificate so surrendered shall forthwith thereupon be canceled. In the event of a transfer of ownership of Company shares of ASARCO Common Stock that which is not registered in the transfer records of ASARCO, the Company, a certificate representing the appropriate number of shares of Parent Common Stock Merger Consideration may be issued and paid in accordance with this Article II to a person other than the person in whose name transferee of such shares if the Certificate so surrendered evidencing such shares of ASARCO Common Stock is registered, if such Certificate shall be presented to the Exchange Agent and is properly endorsed or otherwise be in proper form for transfer transfer. The signature on the Certificate or any related stock power must be properly guaranteed and the person requesting such payment shall of the Merger Consideration must either pay any transfer or other taxes required by such transfer and by reason of the issuance of shares of Parent Common Stock payment to a person other than the registered holder of such the Certificate so surrendered or establish to the satisfaction of Parent 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 the related Transmittal Documents. Cash payments may be made by check unless otherwise required by a depositary institution in connection with the book-entry delivery of securities. In no event will interest be payable on the Merger Consideration. Until surrendered as contemplated by in accordance with this Section 2.022.3, each Certificate shall be deemed at any time after the Effective Time to represent evidence only the right to receive receive, upon such surrender surrender, the Merger Consideration as contemplated for each share of ASARCO Common Stock formerly represented by this Section 2.02. No interest shall be paid or accrue on any cash payable upon surrender of any such Certificate. The Exchange Agent Fund shall not be entitled to vote or exercise used for any rights of ownership with respect to the Parent Common Stock held by it from time to time hereunderpurpose other than as set forth in this Article II. Any interest, except that it shall receive and hold all dividends or other distributions paid or distributed with respect thereto income earned on the investment of cash held in the Exchange Fund shall be for the account of persons entitled theretothe Surviving Corporation.

Exchange Procedures. As soon as reasonably practicable possible after the Effective TimeTime (but in any event within three (3) Business Days), Parent and the Exchange Surviving Corporation shall cause the Paying Agent shall to mail to each holder of record of a certificate Certificate or certificates (the "Certificates") Certificates that immediately prior to the Effective Time represented outstanding shares of Company Common Stock whose shares were converted into the right to receive Merger Consideration pursuant to Section 2.01, 2.1: (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall passpass to the Paying Agent, only upon delivery of the Certificates to the Exchange Agent Paying Agent, and which letter shall be in such form and have such other provisions as Parent may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the Merger ConsiderationConsideration to which the holder thereof is entitled. Upon surrender of a Certificate for cancelation cancellation to the Exchange Paying Agent or to such other agent or agents reasonably satisfactory to the Company as may be appointed by Parent and reasonably acceptable to the CompanyParent, together with such letter of transmittal, duly executedexecuted and completed in accordance with the instructions thereto, and such other documents as may reasonably be required by the Exchange Paying Agent, the holder of such Certificate shall be entitled to receive in exchange therefor a certificate representing that number the amount of whole cash payable in respect of the shares of Parent Company Common Stock (together with cash in lieu of fractional shares) that previously represented by such holder has the right to receive Certificate pursuant to the provisions of this Article II, and the Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of Company Common Stock that is not registered in the transfer records of the Company, a certificate representing the appropriate number of shares of Parent Common Stock payment may be issued made to a person Person other than the person Person in whose name the Certificate so surrendered is registered, if such Certificate shall be properly endorsed or otherwise be in proper form for transfer and the person Person requesting such payment shall pay any transfer or other taxes Taxes required by such transfer and by reason of the issuance of shares of Parent Common Stock payment to a person Person other than the registered holder of such Certificate or establish to the satisfaction of Parent that such tax has been paid or is not applicable. Until surrendered as contemplated by this Section 2.022.2, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive receive, upon such surrender surrender, the Merger Consideration as contemplated by this Section 2.022.2. No interest shall be paid or accrue on any cash payable upon surrender of any Certificate. The Exchange Agent shall not be entitled to vote or exercise any rights of ownership with respect to the Parent Common Stock held by it from time to time hereunder, except that it shall receive and hold all dividends or other distributions paid or distributed with respect thereto for the account of persons entitled thereto.

Exchange Procedures. As soon as reasonably practicable after (a) If any portion of the Effective Time, the Exchange Agent shall mail to each holder of record of a certificate or certificates (the "Certificates") that immediately prior to the Effective Time represented outstanding shares of Company Common Stock whose shares were converted into the right to receive Merger Consideration is to be paid to a Person other than the Person in whose name a Certificate surrendered pursuant to Section 2.01, (i2.03(c) 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 delivery of the Certificates to the Exchange Agent and shall be in such form and have such other provisions as Parent may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for Merger Consideration. Upon surrender of a Certificate for cancelation to the Exchange Agent or to such other agent or agents as may be appointed by Parent and reasonably acceptable to the Company, together with such letter of transmittal, duly executed, and such other documents as may reasonably be required by the Exchange Agent, the holder of such Certificate shall be entitled to receive in exchange therefor a certificate representing that number of whole shares of Parent Common Stock (together with cash in lieu of fractional shares) that such holder has the right to receive pursuant to the provisions of this Article II, and the Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of Company Common Stock that is not registered in the transfer records of the Company, a certificate representing the appropriate number of shares of Parent Common Stock may be issued to a person other than the person in whose name the Certificate so surrendered is registered, if it shall be a condition to such payment that such Certificate shall be properly endorsed or otherwise be in proper form for transfer transfer, as applicable, and the person Person requesting such payment shall pay inform the Exchange Agent, pursuant to an agreement entered into prior to Closing, whether any transfer or other taxes similar Taxes are required by as a result of such transfer and by reason of the issuance of shares of Parent Common Stock payment to a person Person other than the registered holder of such Certificate Certificate, or establish to the reasonable satisfaction of Parent the Exchange Agent that such tax has been paid Taxes are not payable. If such transfer or is not applicable. Until surrendered as contemplated by this Section 2.02other similar Taxes are payable pursuant to the preceding sentence, each Certificate then the Exchange Agent shall be deemed at any time after withhold and deduct from the Effective Time to represent only the right to receive upon such surrender Merger Consideration (including cash in lieu of fractional shares of NBT Stock) otherwise payable pursuant to this Agreement to the designated Person other than the registered holder, such amounts as contemplated the Exchange Agent determines are necessary based on the information supplied by this Section 2.02. No interest shall be paid or accrue on any cash payable upon surrender of any Certificatethe registered holder. The Exchange Agent (or, subsequent to the twelve (12) month anniversary of the Effective Time, NBT) shall not be entitled to vote deduct and withhold from the Merger Consideration (including cash in lieu of fractional shares of NBT Stock) otherwise payable pursuant to this Agreement to any holder of Exxxx Stock such amounts as the Exchange Agent or exercise NBT, as the case may be, is required to deduct and withhold under the Code, or any rights provision of ownership state, local or foreign Tax law, with respect to the Parent Common making of such payment. To the extent that any amounts are withheld by the Exchange Agent or NBT, 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 shares of Exxxx Stock held in respect of whom such deduction and withholding was made by it from time to time hereunderthe Exchange Agent or NBT, except that it shall receive and hold all dividends or other distributions paid or distributed with respect thereto for as the account of persons entitled theretocase may be.

Exchange Procedures. As soon as reasonably practicable Promptly after the Effective Time (and in no event later than two Business Days thereafter), the Parent Entities shall cause to be mailed (i) to each Person who was, at the Company Merger Effective Time, the Exchange Agent shall mail 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”), instructions for use in effecting the surrender of such Book-Entry Securities in exchange for the Merger Consideration to 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 (the "“Certificates"”) that represented any Shares outstanding immediately prior to the Company Merger Effective Time represented outstanding shares Time, a form of Company Common Stock whose shares were converted into the right to receive Merger Consideration pursuant to Section 2.01, (i) a letter of transmittal (which (A) 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 delivery of the Certificates such Certificate to the Exchange Paying Agent and (B) shall be in such form and have such other customary provisions as Parent the Surviving Company may reasonably specify) and (ii) ), 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 Merger ConsiderationConsideration to which such holder is entitled pursuant to this Article III. Upon surrender If payment of the applicable Merger Consideration in respect of any Shares represented by Certificates is to be made to a Person other than the Person in whose name a Certificate for cancelation to the Exchange Agent or to such other agent or agents as may be appointed by Parent and reasonably acceptable to the Companysurrendered is registered, together with such letter of transmittal, duly executed, and such other documents as may reasonably be required by the Exchange Agent, the holder of such Certificate it shall be entitled to receive in exchange therefor a certificate representing condition of payment of the Company Merger Consideration that number of whole shares of Parent Common Stock (together with cash in lieu of fractional sharesw) that such holder has the right to receive pursuant to the provisions of this Article II, and the Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of Company Common Stock that is not registered in the transfer records of the Company, a certificate representing the appropriate number of shares of Parent Common Stock may be issued to a person other than the person in whose name the Certificate so surrendered is registered, if such Certificate shall be properly endorsed or shall otherwise be in proper form for transfer and (x) the person Person requesting such payment shall pay any transfer or other taxes Taxes required by such transfer and solely by reason of the issuance payment of shares of Parent Common Stock such Company Merger Consideration to a person Person other than the registered holder of such Certificate or establish to the reasonable satisfaction of the Parent Entities that such tax Tax has been paid or is not applicable. In the event of a transfer of ownership of Book-Entry Securities that is not registered in the transfer records of the Company Entities, payment of the applicable Merger Consideration (other than any Deferred Payments) may be made to a Holder other than the Person in whose name the Book-Entry Security is registered if (y) all documents 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 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 such Tax has been paid or is not applicable. Until surrendered as contemplated by this Section 2.023.04, each Book-Entry Security and Certificate shall be deemed at any time all times after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration as contemplated by (other than any Deferred Payments) to which the holder of such Book-Entry Security or Certificate is entitled pursuant to this Section 2.02Article 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 surrender receipt by the Paying Agent of any Certificate. The Exchange an “agent’s message” in customary form (or such other evidence, if any, as the Paying Agent shall not may reasonably require), be entitled to vote 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 exercise such other evidence, if any, as the Paying Agent may reasonably require), the Merger Consideration (other than any rights Deferred Payments) for each Book-Entry Security. Each Holder that is a holder of ownership one or 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 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 cash, 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 it from time DTC or such nominee immediately prior to time hereunder, except that it shall receive and hold all dividends or other distributions paid or distributed with respect thereto for the account of persons entitled theretoCompany Merger Effective Time multiplied by (Y) the Company Merger Consideration.

Exchange Procedures. As soon as reasonably practicable after the Effective Time, the Exchange Paying Agent shall mail to each holder of record of a certificate Certificate, other than Parent, the Company and any Subsidiary of Parent or certificates (the "Certificates") that immediately prior to the Effective Time represented outstanding shares of Company Common Stock whose shares were converted into the right to receive Merger Consideration pursuant to Section 2.01Company, (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon actual delivery of the Certificates to the Exchange Paying Agent and shall be in such a form and have such other provisions as Parent may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the Merger Consideration. Upon surrender of a Certificate for cancelation cancellation to the Exchange Paying Agent or to such other agent or agents as may be appointed by Parent and reasonably acceptable to the CompanySurviving Corporation, together with such letter of transmittal, duly executed, and such other documents as may reasonably be required by the Exchange Paying Agent, the holder of such Certificate shall be entitled to receive in exchange therefor a certificate representing that number the amount of whole shares of Parent Common Stock (together with cash in lieu of fractional shares) that into which the Shares theretofore represented by such holder has the right to receive Certificate shall have been converted pursuant to the provisions of this Article IISection 2.5, and the Certificate Certificates so surrendered shall forthwith be canceledcancelled. In No interest will be paid or will accrue on the event cash payable upon the surrender of a transfer of ownership of Company Common Stock that any Certificate. If payment is not registered in the transfer records of the Company, a certificate representing the appropriate number of shares of Parent Common Stock may to be issued made to a person or entity other than the person or entity in whose name the Certificate so surrendered is registered, if it shall be a condition of payment that such Certificate shall be properly endorsed or otherwise be in proper form for transfer and that the person or entity requesting such payment shall pay any transfer or other taxes required by such transfer and by reason of the issuance of shares of Parent Common Stock to a person other than the registered holder of such Certificate or establish to the satisfaction of Parent the Surviving Corporation that such tax has been paid or is not applicable. Until surrendered as contemplated by this Section 2.022.6, each Certificate (other than Certificates representing Dissenting Shares and Certificates representing any Shares owned by Parent or any Subsidiary of Parent) shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender Merger Consideration as contemplated the amount of cash, without interest, into which the Shares theretofore represented by this such Certificate shall have been converted pursuant to Section 2.022.5. No interest Notwithstanding the foregoing, none of the Paying Agent, the Surviving Corporation or any party hereto shall be paid or accrue on liable to a former stockholder of the Company for any cash payable upon surrender or interest delivered to a public official pursuant to applicable abandoned property, escheat or similar laws. Any portion of any Certificatethe Exchange Fund that remains unclaimed by the stockholders of the Company for six months after the Effective Time shall be repaid to the Surviving Corporation (including, without limitation, all interest and other income received by the Paying Agent in respect of all such funds). The Exchange Agent Thereafter, persons or entities who prior to the Merger held Shares shall not be entitled look only to vote or exercise any rights the Surviving Corporation (subject to the terms of ownership this Agreement, abandoned property, escheat and other similar laws) as general creditors thereof with respect to any Merger Consideration that may be payable upon due surrender of the Parent Common Stock Certificates held by it from time to time hereunderthem, except that it shall receive and hold all dividends or other distributions paid or distributed with respect thereto for the account of persons entitled theretowithout interest.

Exchange Procedures. As soon as reasonably practicable after the Effective Time, the Exchange Surviving Corporation shall cause the Paying Agent (and shall use its best efforts to cause the Paying Agent to do so by the fifth (5th) Business Day following the date of the Effective Time) to mail to each holder of record of a certificate or certificates (the "Certificates") that which immediately prior to the Effective Time represented outstanding shares of Company Seller Common Stock (the ‘‘Certificates’’) whose shares were converted pursuant to Section 3.1(c) into the right to receive the Merger Consideration pursuant to Section 2.01, (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Paying Agent and shall be in such form and have such other provisions as the Parent may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the Merger Consideration. Upon surrender of a Certificate for cancelation cancellation to the Exchange Paying Agent or to such other agent or agents as may be appointed by Parent and reasonably acceptable to the CompanyParent, together with such letter of transmittal, duly executed, and such other documents as may reasonably be required by the Exchange Paying Agent, the holder of such Certificate shall be entitled to receive in exchange therefor a certificate representing that number cash equal to the Merger Consideration payable in respect of whole the shares of Parent Seller Common Stock (together with cash in lieu of fractional shares) that previously represented by such holder has the right to receive pursuant to the provisions of this Article IICertificate, and the Certificate so surrendered shall forthwith immediately be canceledcancelled. In the event of a transfer of ownership of Company Seller Common Stock that which is not registered in the transfer records of the CompanySeller, a certificate representing the appropriate number of shares of Parent Common Stock payment may be issued made to a person Person other than the person Person in whose name the Certificate so surrendered is registered, if such Certificate shall be properly endorsed or otherwise be in proper form for transfer is presented to the Paying Agent, accompanied by all documents reasonably required to evidence and the person requesting such payment shall pay any transfer or other taxes required by effect such transfer and by reason of the issuance of shares of Parent Common Stock to a person other than the registered holder of such Certificate or establish to the satisfaction of Parent evidence that such tax has any applicable stock transfer taxes have been paid or is not applicablepaid. Until surrendered as contemplated by this Section 2.023.2, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive receive, upon such surrender the Merger Consideration as contemplated by this Section 2.02Consideration. No interest shall be paid or accrue on any cash payable upon surrender of any Certificate. The Exchange Agent shall not be entitled to vote or exercise any rights of ownership with respect to the Parent Common Stock held by it from time to time hereunder, except that it shall receive and hold all dividends or other distributions paid or distributed with respect thereto for the account of persons entitled thereto.

Exchange Procedures. As soon as reasonably practicable after the Effective Time, the Exchange Agent shall mail to each holder of record of a certificate or certificates (the "Certificates") that which immediately prior to the Effective Time represented outstanding shares of Company Common Stock whose shares Shares which Shares were converted into the right to receive Merger Consideration shares of Company Common Stock pursuant to Section 2.011.6 (a "Certificate" or "Certificates"), (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Agent and shall be in such form and have such other provisions as Parent the Company may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for Merger Considerationcertificates representing shares of Company Common Stock. Upon surrender of a Certificate for cancelation cancellation to the Exchange Agent or to such other agent or agents as may be appointed by Parent and reasonably acceptable to the Company, together with such letter of transmittal, duly executed, and such other documents as may reasonably be required by the Exchange Agent, the holder of such Certificate shall be entitled to receive in exchange therefor a certificate representing that number of whole shares of Parent Company Common Stock (together with cash in lieu of fractional shares) that which such holder has the right to receive in respect of the Certificate surrendered pursuant to the provisions of this Article III (after taking into account all Shares then held by such holder), and the Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of Company Common Stock that Shares which is not registered in the transfer records of the CompanySeller, a certificate representing the appropriate proper number of shares of Parent Company Common Stock may be issued to a person other than the person in whose name transferee if the Certificate so surrendered representing such Shares is registeredpresented to the Exchange Agent, if such Certificate shall be properly endorsed or otherwise be in proper form for transfer accompanied by all documents required to evidence and the person requesting such payment shall pay any transfer or other taxes required by effect such transfer and by reason evidence that any applicable stock transfer taxes have been paid. In the event any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the issuance person claiming such Certificate to be lost, stolen or destroyed and the posting by such person of a bond in such amount as the Company may direct as indemnity against any claim that may be made against it or the Exchange Agent with respect to such Certificate, the Exchange Agent will issue in exchange for such lost, stolen or destroyed Certificate a certificate representing the proper number of shares of Parent Company Common Stock 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 applicableStock. Until surrendered as contemplated by this Section 2.021.8, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender Merger Consideration the certificate representing shares of Company Common Stock, dividends, cash in lieu of any fractional shares of Company Common Stock as contemplated by this Section 2.02. No interest shall be paid or accrue on any cash payable upon surrender of any Certificate. The Exchange Agent shall not be entitled to vote or exercise any rights of ownership with respect to the Parent Common Stock held by it from time to time hereunder, except that it shall receive 1.8(e) and hold all dividends or other distributions paid or distributed with respect thereto for the account of persons entitled theretoas contemplated by Section 1.8(c).

Exchange Procedures. As soon as reasonably practicable after the Effective Time, the Surviving Corporation shall cause the Exchange Agent shall to mail to each holder of record of a certificate Certificate or certificates (the "Certificates") that immediately prior to the Effective Time represented outstanding shares of Company Common Stock whose shares were converted into the right to receive Merger Consideration pursuant to Section 2.01, Certificates (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Agent and shall be in such form and have such other provisions as Parent HEALTHSOUTH may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for Merger Considerationcertificates representing shares of HEALTHSOUTH Common Stock. Upon surrender of a Certificate for cancelation cancellation to the Exchange Agent or to such other agent or agents as may be appointed by Parent and reasonably acceptable to the CompanyHEALTHSOUTH, together with such letter of transmittal, duly executed, and such other documents as may reasonably be required by the Exchange Agent, the holder of such Certificate shall be entitled to receive in exchange therefor a certificate representing that number of whole shares of Parent HEALTHSOUTH Common Stock (together with cash in lieu of fractional shares) that which such holder has the right to receive pursuant to the provisions of this Article IISection 2, and the Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of Company shares of Horizon/CMS Common Stock that which is not registered in the transfer records of the CompanyHorizon/CMS, a certificate representing the appropriate proper number of shares of Parent HEALTHSOUTH Common Stock may be issued to a person other than the person in whose name the Certificate so surrendered is registered, if such Certificate shall be properly endorsed or otherwise be in proper form for transfer and the person requesting such payment shall pay any transfer or other taxes required by such transfer and by reason of the issuance of shares of Parent HEALTHSOUTH Common Stock to a person other than the registered holder of such Certificate or establish to the satisfaction of Parent HEALTHSOUTH that such tax has been paid or is not applicable. Until surrendered as contemplated by this Section 2.02, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender Merger Consideration as contemplated by this Section 2.02. No interest shall be paid or accrue on any cash payable upon surrender of any Certificate. The Exchange Agent shall not be entitled to vote or exercise any rights of ownership with respect to the Parent Common Stock held by it from time to time hereunder, except that it shall receive and hold all dividends or other distributions paid or distributed with respect thereto for the account of persons entitled thereto.

Exchange Procedures. As soon as reasonably practicable after the Effective Time, the Exchange Agent shall mail to each holder of record of a an outstanding certificate or certificates which prior thereto represented shares of CCI Common Stock (and the "Certificates"associated Rights) that immediately prior shall, upon surrender to the Paying Agent of such certificate or certificates and acceptance thereof by the Paying Agent, be entitled to the amount of cash into which the number of shares of CCI Common Stock (and the associated Rights) previously represented by such certificate or certificates surrendered shall have been converted pursuant to this Agreement. The Paying Agent shall accept such certificates upon compliance with such reasonable terms and conditions as the Paying Agent may impose to effect an orderly exchange thereof in accordance with normal exchange practices. After the Effective Time represented outstanding there shall be no further transfer on the records of CCI or its transfer agent of certificates representing shares of Company CCI Common Stock whose shares were (and the associated Rights) which have been converted pursuant to this Agreement into the right to receive cash, and if such certificates are presented to CCI for transfer, they shall be cancelled against delivery of cash. If payment of the Merger Consideration pursuant is to Section 2.01, (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Agent and shall be in such form and have such other provisions as Parent may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for Merger Consideration. Upon surrender of a Certificate for cancelation to the Exchange Agent or to such other agent or agents as may be appointed by Parent and reasonably acceptable to the Company, together with such letter of transmittal, duly executed, and such other documents as may reasonably be required by the Exchange Agent, the holder of such Certificate shall be entitled to receive in exchange therefor a certificate representing that number of whole shares of Parent Common Stock (together with cash in lieu of fractional shares) that such holder has the right to receive pursuant to the provisions of this Article II, and the Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of Company Common Stock that is not registered in the transfer records of the Company, a certificate representing the appropriate number of shares of Parent Common Stock may be issued remitted to a person Person other than the person Person in whose name the Certificate so certificate for CCI Common Stock surrendered for payment is registered, if it shall be a condition of such Certificate payment that the certificate so surrendered shall be properly endorsed endorsed, with signature guaranteed by a firm which is an "eligible guarantor institution" (as defined in Rule 17Ad-15 under the Exchange Act, as defined below), or otherwise be in proper form for transfer and that the person Person requesting such payment shall pay have paid any transfer or other taxes required by such transfer and by reason of the issuance payment of shares of Parent Common Stock the Merger Consideration to a person Person other than the registered holder of such Certificate the certificate surrendered or establish shall have established to the satisfaction of Parent the Surviving Corporation that such tax either has been paid or is not applicable. Until surrendered as contemplated by this Section 2.022.2, each Certificate certificate for shares of CCI Common Stock shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration as contemplated by this Section 2.021.8. No Except as provided in Section 1.8(b), no interest shall will be paid or will accrue on any cash payable upon surrender of any Certificate. The Exchange Agent shall not be entitled to vote or exercise any rights of ownership with respect to the Parent Common Stock held by it from time to time hereunder, except that it shall receive and hold all dividends or other distributions paid or distributed with respect thereto for the account of persons entitled theretoas Merger Consideration.

Exchange Procedures. As soon as reasonably practicable after the Effective Time, the Purchaser and the Surviving Corporation will cause the Exchange Agent shall mail to send to each holder of record of a certificate or certificates (the "Certificates") that immediately prior to the Effective Time represented outstanding shares of Company Common Stock Certificates whose shares were converted pursuant to Section 2.6 into the right to receive the Merger Consideration pursuant to Section 2.01, (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Company Certificates shall pass, only upon delivery of the Company Certificates to the Exchange Agent and shall be in such form and have such other provisions as Parent may the Purchaser and the Surviving Corporation and the Exchange Agent shall reasonably specify) and (ii) instructions for use in effecting the surrender of the Company Certificates in exchange for the Merger Consideration. Upon surrender of a Company Certificate for cancelation cancellation to the Exchange Agent or to such other agent or agents as may be appointed by Parent and reasonably acceptable to the CompanyAgent, together with such letter of transmittal, duly executedexecuted and completed in accordance with the instructions thereto, and such other documents as may reasonably be required by the Exchange Agent, the holder of such Company Certificate shall be entitled to receive in exchange therefor a certificate representing check in the amount (after giving effect to any required tax withholding) of the Merger Consideration that number of whole shares of Parent Common Stock (together with cash in lieu of fractional shares) that such the holder has the right is entitled to receive pursuant to the provisions of this Article IIunder Section 2.6, and the Company Certificate so surrendered shall forthwith immediately be canceled. No interest will be paid or accrued with respect to any Merger Consideration deliverable upon due surrender of the Company Certificates. In the event of a transfer of ownership of the Company Common Stock that is not registered in the transfer records of the Company, payment may be made to a certificate transferee if, and only if, the Company Certificate representing the appropriate number of shares of Parent such Company Common Stock may be issued is presented to a person other than the person in whose name the Certificate so surrendered is registeredExchange Agent, if such Certificate shall be properly endorsed or otherwise be in proper form for transfer accompanied by all documents required to evidence and the person requesting such payment shall pay any transfer or other taxes required by effect such transfer and by reason of the issuance of shares of Parent Common Stock to a person other than the registered holder of such Certificate or establish to the satisfaction of Parent evidence that such tax has any applicable stock transfer taxes have been paid or is not applicablepaid. Until surrendered as contemplated by this Section 2.022.8, each Company Certificate (other than the Company Certificates representing Dissenting Shares) shall be deemed at any time after the Effective Time for all purposes to represent only the right to receive upon such surrender the Merger Consideration as contemplated by which the holder thereof has the right to receive in respect of such Company Certificate pursuant to this Section 2.02Article II. No interest In the case of the Company Certificates representing Dissenting Shares, each Company Certificate representing Dissenting Shares shall be paid or accrue on deemed at any cash payable upon surrender time after the Effective Time for all purposes to represent only the right to receive the fair value of any Certificate. The Exchange Agent shall not be entitled to vote or exercise any rights of ownership with respect such Dissenting Shares pursuant to the Parent Common Stock held by it from time to time hereunder, except that it shall receive and hold all dividends or other distributions paid or distributed with respect thereto for the account of persons entitled theretoDGCL.

Exchange Procedures. As soon as reasonably practicable after the Merger Effective Time (and in no event later than five (5) Business Days after the Merger Effective Time), Holdco shall cause the Exchange Agent shall to mail to each holder of record of a certificate or certificates (the "Certificates") that immediately prior to the Effective Time represented outstanding shares of Company Common Stock whose shares Shares which were converted into the right to receive Merger Consideration pursuant to Section 2.01, (i3.02(b) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to into the Certificates shall pass, only upon delivery of the Certificates to the Exchange Agent and shall be in such form and have such other provisions as Parent may reasonably specify) and (ii) Merger Consideration instructions for use in effecting the surrender of the Certificates Book-Entry Shares in exchange for the Merger ConsiderationConsideration in book-entry form. Upon surrender receipt of a Certificate for cancelation to an “agent’s message” by the Exchange Agent (or to such other agent or agents evidence, if any, of transfer as may be appointed by Parent and reasonably acceptable to the Company, together with such letter of transmittal, duly executed, and such other documents as Exchange Agent may reasonably be required by the Exchange Agentrequest), the holder of such Certificate a Share which was converted pursuant to Section 3.02(b) into the Merger Consideration shall be entitled to receive in exchange therefor therefor, subject to any required withholding Taxes, the Merger Consideration in book-entry form, without interest (subject to any applicable withholding Tax), for each Share surrendered. The Holdco Ordinary A Shares to be delivered as Merger Consideration shall be settled through DTC and issued in uncertificated book-entry form through the procedures of DTC, unless a certificate physical Holdco Ordinary A Share is required by applicable Law, in which case Holdco shall cause the Exchange Agent to promptly send certificates representing that number of whole shares of Parent Common Stock (together with cash in lieu of fractional shares) that such holder has the right Holdco Ordinary A Shares to receive pursuant to the provisions of this Article II, and the Certificate so surrendered shall forthwith be canceledsuch holder. In the event of a transfer of ownership of Company Common Stock that is not registered in the transfer records If payment of the Company, a certificate representing the appropriate number of shares of Parent Common Stock may Merger Consideration is to be issued made to a person other than the person in whose name the Certificate so surrendered Book-Entry Share in exchange therefor is registered, if such Certificate it shall be properly endorsed a condition of payment that (A) the person requesting such exchange present proper evidence of transfer or shall otherwise be in proper form for transfer and (B) the person requesting such payment shall pay have paid any transfer or and other taxes Taxes required by such transfer and by reason of the issuance payment of shares of Parent Common Stock the Merger Consideration to a person other than the registered holder of such Certificate Book-Entry Share surrendered or establish shall have established to the reasonable satisfaction of Parent Holdco that such tax Tax either has been paid or is not applicable. Until surrendered as contemplated by this Section 2.02, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender Merger Consideration as contemplated by this Section 2.02. No interest shall be paid or accrue on any cash payable upon surrender of any Certificate. The Exchange Agent shall not be entitled to vote or exercise any rights of ownership with respect to the Parent Common Stock held by it from time to time hereunder, except that it shall receive and hold all dividends or other distributions paid or distributed with respect thereto for the account of persons entitled thereto.

Exchange Procedures. As soon as reasonably practicable after the Effective Time, but no later than two days thereafter, the Exchange Agent shall mail to each holder of record of a certificate or certificates (the "Certificates") that immediately prior to the Effective Time represented outstanding shares of Company Common Stock Certificate whose shares were converted into the right to receive Merger Consideration pursuant to Section 2.012.1 of this Agreement, (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Agent and shall be in such form and have such other provisions as Parent and the Company may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the Merger Consideration. Upon surrender of a Certificate for cancelation cancellation to the Exchange Agent or to such other agent or agents as may be appointed by Parent and reasonably acceptable to the CompanyAgent, together with such letter of transmittal, duly executed, and such other documents as may reasonably be required by the Exchange Agent, the holder of such Certificate shall be entitled to receive in exchange therefor a Parent certificate representing that number of whole shares of Parent Common Stock (together issuable to such holder pursuant to the Merger, certain dividends or other distributions in accordance with Section 2.2(c) and cash in lieu of any fractional sharesshare in accordance with Section 2.2(e) that such holder has the right to receive pursuant to the provisions of this Article II, and the Certificate so surrendered shall forthwith be canceledcancelled. Any other cash distributions made in accordance with Section 2.2(c) and 2.2(e) shall be paid by check or wire transfer. In the event of a transfer of ownership of Company Common Stock that is not registered in the transfer records of the Company, a certificate representing the appropriate proper number of shares of Parent Common Stock may be issued to a person Person other than the person Person in whose name the Certificate so surrendered is registered, registered if such Certificate shall be properly endorsed or otherwise be in proper form for transfer and the person Person requesting such payment issuance shall pay any transfer or other non-income taxes required by such transfer and by reason of the issuance of shares of Parent Common Stock to a person Person other than the registered holder of such Certificate or establish to the satisfaction of Parent that such tax has been paid or is not applicable. Until surrendered as contemplated by this Section 2.022.2, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration as contemplated by that the holder thereof has the right to receive pursuant to the provisions of this Article II, and, if applicable, certain dividends or other distributions in accordance with Section 2.022.2(c). No interest shall will be paid or will accrue on any cash payable upon surrender to holders of any Certificate. The Exchange Agent shall not be entitled to vote or exercise any rights of ownership with respect Certificates pursuant to the Parent Common Stock held by it from time to time hereunder, except that it shall receive and hold all dividends or other distributions paid or distributed with respect thereto for the account provisions of persons entitled theretothis Article II.

Exchange Procedures. As soon as reasonably practicable Promptly (and in any event within five (5) Business Days) after the Effective Time, Parent shall cause the Exchange Agent shall to mail to each holder of record of a certificate or certificates (the "Certificates") that immediately prior to the Effective Time represented outstanding Company Common Stock whose shares of Company Common Stock whose shares were converted into the right to receive the Merger Consideration pursuant to Section 2.01, (i) a form of 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 or transfer of the Uncertificated Shares to the Exchange Agent and which shall be in such customary form and have such other provisions as Parent may reasonably specifycontain customary provisions) and (ii) instructions for use in effecting the surrender of the Certificates or transfer of Uncertified Shares in exchange for the Merger Consideration. Upon Each holder of record of one or more shares of Company Common Stock shall, upon surrender of a Certificate for cancelation or transfer to the Exchange Agent or to such other agent or agents as may be appointed by Parent and reasonably acceptable to the CompanyAgent, together with such letter of transmittal, duly executed, and such other documents as may reasonably be required by the Exchange Agent, the holder of such Certificate shall be entitled to receive in exchange therefor a certificate representing that number the amount of whole shares of Parent Common Stock (together with cash in lieu of fractional shares) that to which such holder has the right to receive is entitled pursuant to the provisions of this Article IISection 2.09(c), and the Certificate shares of Company Common Stock so surrendered shall forthwith be canceled. In the event of a transfer of ownership of Company Common Stock that which is not registered in the transfer records of the Company, a certificate representing payment of the appropriate number of shares of Parent Common Stock Merger Consideration in accordance with this Section 2.10(b) may be issued made to a person other than the person in whose name the Certificate so surrendered is registered, registered if such Certificate shall be properly endorsed or otherwise be in proper form for transfer and the person requesting such payment shall pay any transfer or other taxes Taxes required by such transfer and by reason of the issuance payment of shares of Parent Common Stock the Merger Consideration to a person other than the registered holder of such Certificate or establish to the reasonable satisfaction of Parent that such tax has Taxes have been paid or is are not applicable. Until surrendered as contemplated by this Section 2.022.10(b), each Certificate or Uncertificated Share shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration as contemplated by this Section 2.02Consideration. No interest shall be paid or will accrue on any cash payable upon surrender payment to holders of any Certificate. The Exchange Agent shall not be entitled to vote Certificates or exercise any rights of ownership with respect Uncertificated Share pursuant to the Parent Common Stock held by it from time to time hereunder, except that it shall receive and hold all dividends or other distributions paid or distributed with respect thereto for the account provisions of persons entitled theretothis Article II.

Exchange Procedures. As soon as reasonably practicable after the Effective Time, the Exchange Agent shall mail to each holder of record of a certificate or certificates (the "Certificates") that immediately prior to the Effective Time represented outstanding shares of Company Common Stock Certificate whose shares were converted into the right to receive Merger Consideration Consideration, pursuant to Section 2.012.1, (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Agent and shall be in such form and have such other provisions as the Company and Parent may reasonably specify) ), and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the Merger Consideration. Upon surrender of a Certificate for cancelation cancellation to the Exchange Agent or to such other agent or agents as may be appointed by Parent and reasonably acceptable to the CompanyAgent, together with such letter of transmittal, duly executed, and such other documents as may reasonably be required by the Exchange Agent, the holder of such Certificate shall be entitled to receive in exchange therefor a certificate Parent Certificate representing that number of whole shares of Parent Common Stock (together with cash in lieu of fractional shares) that which such holder has the right to receive pursuant to the provisions of this Article II, certain dividends or other distributions in accordance with Section 2.2(c) and cash in lieu of any fractional share in accordance with Section 2.2(e), and the Certificate so surrendered shall forthwith be canceledcancelled. In the event of a transfer of ownership of Company Common Stock that which is not registered in the transfer records of the Company, a certificate Parent Certificate representing the appropriate proper number of shares of Parent Common Stock may be issued to a person other than the person in whose name the Certificate so surrendered is registered, registered if such Certificate shall be properly endorsed or otherwise be in proper form for transfer and the person requesting such payment issuance shall pay any transfer or other non-income taxes required by such transfer and by reason of the issuance of shares of Parent Common Stock to a person other than the registered holder of such Certificate or establish to the satisfaction of Parent that any such tax has been paid or is not applicable. Parent or the Exchange Agent shall 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 withhold or deduct under the Code or any provision of state, local or foreign tax law with respect to the making of such payment. To the extent that amounts are so withheld by Parent or the Exchange Agent, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the holder of the Company Common Stock in respect of whom such deduction and withholding were made by Parent or the Exchange Agent. Until surrendered as contemplated by this Section 2.022.2, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender Merger Consideration as contemplated Parent Certificates representing the number of whole shares of Parent Common Stock into which the shares of Company Common Stock formerly represented by this such Certificate have been converted, certain dividends or other distributions in accordance with Section 2.022.2(c) and cash in lieu of any fractional share in accordance with Section 2.2(e). No interest shall will be paid or will accrue on any cash payable upon surrender to holders of any Certificate. The Exchange Agent shall not be entitled to vote or exercise any rights of ownership with respect Certificates pursuant to the Parent Common Stock held by it from time to time hereunder, except that it shall receive and hold all dividends or other distributions paid or distributed with respect thereto for the account provisions of persons entitled theretothis Article II.

Exchange Procedures. As soon as reasonably practicable after the Effective Time, the Exchange Agent shall mail to each holder of record of a certificate or certificates (the "“Certificates"”) that immediately prior to the Effective Time represented outstanding shares of Company Common Stock whose shares were converted into the right to receive Merger Consideration pursuant to Section 2.01, (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Agent and shall be in such form and have such other provisions as Parent may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for Merger Consideration. Upon surrender of a Certificate for cancelation to the Exchange Agent or to such other agent or agents as may be appointed by Parent and reasonably acceptable to the CompanyAgent, together with such letter of transmittal, duly executed, and such other documents as may reasonably be required by the Exchange Agent, the holder of such Certificate shall be entitled to receive in exchange therefor a certificate representing that number of whole shares of Parent Common Stock (together with cash in lieu of fractional shares) that such holder has the right to receive pursuant to the provisions of this Article II, and the Certificate so surrendered shall forthwith be canceled. Until such time as a certificate representing Parent Common Stock is issued to or at the direction of the holder of a surrendered Certificate, such Parent Common Stock shall not be voted on any matter. In the event of a transfer of ownership of Company Common Stock that is not registered in the transfer records of the Company, a certificate representing the appropriate number of shares of Parent Common Stock may be issued to a person other than the person in whose name the Certificate so surrendered is registered, if such Certificate shall be properly endorsed or otherwise be in proper form for transfer and the person requesting such payment issuance shall pay any transfer or other taxes required by such transfer and by reason of the issuance of shares of Parent Common Stock to a person other than the registered holder of such Certificate or establish to the satisfaction of Parent that such tax has been paid or is not applicable. Until Subject to Section 2.02(d), until surrendered as contemplated by this Section 2.02, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender Merger Consideration as contemplated by this Section 2.02. No interest shall be paid or accrue on any cash payable upon surrender of any Certificate. The Exchange Agent shall not be entitled to vote or exercise any rights of ownership with respect to the Parent Common Stock held by it from time to time hereunder, except that it shall receive and hold all dividends or other distributions paid or distributed with respect thereto for the account of persons entitled thereto.

Exchange Procedures. As soon as reasonably practicable after the Effective Time, the Exchange Agent shall mail to each holder of record of a certificate or certificates (the "Certificates") that immediately prior to the Effective Time represented outstanding shares of Company Common Stock Certificate whose shares were converted into the right to receive the applicable Merger Consideration pursuant to Section 2.01, (i) a form of letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Agent and shall be in such customary form and have such other provisions as Parent may reasonably specify) and (ii) instructions for use in effecting the surrender of surrendering the Certificates in exchange for the applicable Merger ConsiderationConsideration with respect thereto. Upon surrender of a Certificate for cancelation to the Exchange Agent or to such other agent or agents as may be appointed by Parent and reasonably acceptable to the CompanyAgent, together with such letter of transmittal, duly completed and validly executed, and such other documents as may reasonably be required by the Exchange Agent, the holder of such Certificate shall be entitled to receive in exchange therefor a certificate representing receipt evidencing that number of whole shares of Parent Common Stock ADSs (together with cash in lieu of any fractional shares) Parent ADS in accordance with Section 2.03(e)), if any, and the amount of cash, if any, that the aggregate number of shares of Company Common Stock previously represented by such holder has Certificate shall have been converted pursuant to Section 2.01 into the right to receive pursuant to the provisions of this Article IIreceive, together with certain dividends or other distributions in accordance with Section 2.02(c), and the Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of Company Common Stock that is not registered in the transfer records of the Company, a certificate representing receipt evidencing the appropriate proper number of shares of Parent Common Stock ADSs may be issued and/or the proper amount of cash may be paid, as appropriate, in exchange therefor to a person other than the person in whose name the Certificate so surrendered is registered, registered if such Certificate shall be properly endorsed or otherwise be in proper form for transfer and the person requesting such payment issuance shall pay any transfer or other taxes required by such transfer and by reason of the issuance of shares of Parent Common Stock ADSs to a person other than the registered holder of such Certificate or establish to the satisfaction of Parent that such tax has been paid or is not applicable. Until surrendered as contemplated by this Section 2.022.03(b), each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration as contemplated by this Section 2.02. No interest shall be paid or accrue on any cash payable upon surrender of any Certificate. The Exchange Agent shall not be entitled that the holder thereof has the right to vote or exercise any rights of ownership with respect receive pursuant to the Parent Common Stock held by it from time to time hereunderprovisions of this Article II, except that it shall receive and hold all certain dividends or other distributions paid or distributed in accordance with respect thereto for the account Section 2.03(c) and cash in lieu of persons entitled thereto.any fractional Parent ADS in accordance with

Exchange Procedures. As soon as reasonably practicable after the Effective Time and in any event by no later than five (5) business days after the Effective Time, Parent shall cause the Exchange Paying Agent shall to mail to each holder of record of a certificate or certificates (the "Certificates") that which immediately prior to the Effective Time represented outstanding shares of Company Common Stock Shares (the “Certificates”) and whose shares Shares were converted pursuant to Section 2.1 into the right to receive the Merger Consideration pursuant to Section 2.01, (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Paying Agent and shall be in such form and have such other provisions as Parent may are reasonably specifyacceptable to the Company) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for payment of the Merger Consideration. Upon surrender of a Certificate for cancelation cancellation to the Exchange Agent or to such other agent or agents as may be appointed by Parent and reasonably acceptable to the CompanyPaying Agent, together with such letter of transmittal, duly executedexecuted (or, and if such Shares are held in book-entry or other documents as may reasonably 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 required by deemed to include references to book-entry account statements relating to the Exchange Agentownership of Shares), the holder of such Certificate shall be entitled to receive in exchange therefor a certificate representing that number the Merger Consideration for each Share formerly represented by such Certificate, which Merger Consideration shall be paid or mailed within two (2) business days after the Paying Agent’s receipt of whole shares of Parent Common Stock (together with cash in lieu of fractional shares) that such holder has the right to receive pursuant to the provisions of this Article IIdocuments, and the Certificate so surrendered shall forthwith be canceledcancelled. In the event of a transfer of ownership of Company Common Stock that is not registered in the transfer records If payment of the Company, a certificate representing the appropriate number of shares of Parent Common Stock may Merger Consideration is to be issued made to a person Person other than the person Person in whose name the surrendered Certificate is registered, then it shall be a condition precedent of payment that (x) the Certificate so surrendered is registered, if such Certificate shall be properly endorsed or shall be otherwise be in proper form for transfer transfer, and (y) the person Person requesting such payment shall pay have paid any transfer or and other taxes required by such transfer and by reason of the issuance payment of shares of Parent Common Stock the Merger Consideration to a person Person other than the registered holder of such the Certificate surrendered or establish shall have established to the satisfaction of Parent the Surviving Corporation that such tax either has been paid or is not applicablerequired to be paid. Until surrendered as contemplated by this Section 2.022.2, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration in cash as contemplated by Section 2.1 and this Section 2.02. No 2.2, without interest shall be paid or accrue on any cash payable upon surrender of any Certificate. The Exchange Agent shall not be entitled to vote or exercise any rights of ownership with respect to the Parent Common Stock held by it from time to time hereunder, except that it shall receive and hold all dividends or other distributions paid or distributed with respect thereto for the account of persons entitled theretothereon.

Exchange Procedures. As soon as reasonably practicable Promptly after the Effective Time, NTL will cause the Exchange Agent shall to mail to each registered holder of record of a certificate or certificates (the "Certificates") that other than Dissenting Shareholders, if any, which immediately prior to the Effective Time represented outstanding shares of Company Partners Common Stock (the "Certificates") whose shares were converted into cancelled in consideration of the right to receive Merger receipt of the Amalgamation Consideration pursuant to Section 2.012.1, (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Agent and shall be in such form and have such other provisions as Parent Partners and NTL may reasonably specify) and (ii) instructions for use in effecting the surrender of surrendering the Certificates in exchange for Merger the Amalgamation Consideration. Upon surrender of a Certificate for cancelation cancellation to the Exchange Agent or to such other agent or agents as may be appointed by Parent and reasonably acceptable to the CompanyAgent, together with such letter of transmittal, duly executed, and such other documents as may reasonably be required by the Exchange Agent, the holder of such Certificate shall be entitled to receive in exchange consideration therefor a certificate representing that number of whole shares of Parent NTL Common Stock, NTL Class C Stock or NTL Class D Stock (together with cash in lieu of fractional sharescollectively, "NTL Capital Stock") that which such holder has the right to receive pursuant to the provisions of this Article II, certain dividends or other distributions in accordance with Section 2.2(c) and cash in lieu of any fractional share of NTL Capital Stock in accordance with Section 2.2(e), and the Certificate so surrendered shall forthwith be canceledcancelled. In the event of a transfer surrender of ownership a Certificate representing shares of Company Partners Common Stock that is which are not registered in the transfer records of Partners under the Companyname of the person surrendering such Certificate, a certificate representing the appropriate proper number of shares of Parent Common NTL Capital Stock may be issued to a person other than the person in whose name the Certificate so surrendered is registered, registered if such Certificate shall be properly endorsed or otherwise be in proper form for transfer and the person requesting such payment issuance shall pay any transfer or other taxes required by such transfer and by reason of the issuance of shares of Parent Common NTL Capital Stock to a person other than the registered holder of such Certificate or establish to the satisfaction of Parent NTL that such tax has been paid or is not applicable. Until surrendered as contemplated by this Section 2.022.2, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender Merger the Amalgamation Consideration as contemplated by which the holder thereof has the right to receive in respect of such Certificate pursuant to the provisions of this Article II, certain dividends or other distributions in accordance with Section 2.022.2(c) and cash in lieu of any fractional share of NTL Capital Stock in accordance with Section 2.2(e). No interest shall be paid or will accrue on any cash payable upon surrender to holders of any Certificate. The Exchange Agent shall not be entitled to vote or exercise any rights of ownership with respect Certificates pursuant to the Parent Common Stock held by it from time to time hereunder, except that it shall receive and hold all dividends or other distributions paid or distributed with respect thereto for the account provisions of persons entitled theretothis Article II.

Exchange Procedures. As soon as reasonably practicable after the Effective Time, the Exchange Paying Agent shall mail to each holder all holders of record of a certificate or certificates (the "Certificates") that , which immediately prior to the Effective Time represented outstanding shares of Company Common Stock whose shares and which were converted into the right to receive the Merger Consideration pursuant to Section 2.012.01(c), (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Paying Agent and shall be in such form and have such other provisions as Parent may reasonably specify) and (ii) instructions for use in effecting the surrender of the surrendering Certificates in exchange for the Merger Consideration. Upon surrender of a Certificate for cancelation cancellation to the Exchange Paying Agent or to such other agent or agents as may be appointed by Parent and reasonably acceptable to the CompanyParent, together with such letter of transmittal, duly executed, and such other documents as may reasonably be required by the Exchange Paying Agent, each of the holder holders of such Certificate Certificates shall be entitled to receive in exchange therefor a certificate representing that number the amount of whole cash payable in respect of the shares of Parent Company Common Stock (together with cash in lieu of fractional shares) that theretofore represented by such holder has the right to receive Certificates pursuant to the provisions of this Article II, and each of the Certificate Certificates so surrendered shall forthwith be canceled. In the event of a transfer of ownership of Company Common Stock that is not registered in the stock transfer records of the Company, a certificate representing the appropriate number of shares of Parent Common Stock payment may be issued made to a person other than the person in whose name the Certificate so surrendered is registered, registered if such Certificate shall be has been properly endorsed or otherwise be is in proper form for transfer and the person requesting such payment shall pay pays any transfer taxes or other taxes Taxes required by such transfer and by reason of the issuance of shares of Parent Common Stock payment to a person other than the registered holder of such Certificate or establish establishes to the satisfaction of Parent that such tax has Taxes have been paid or is are not applicable. Until surrendered as contemplated by this Section 2.022.03, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration as contemplated into which the shares of Company Common Stock theretofore represented by this such Certificate have been converted pursuant to Section 2.022.01(c). No interest shall be paid or accrue on any cash payable upon surrender of any Certificate. The Exchange Agent shall not be entitled to vote or exercise any rights of ownership with respect to the Parent Common Stock held by it from time to time hereunder, except that it shall receive and hold all dividends or other distributions paid or distributed with respect thereto for the account of persons entitled thereto.

Exchange Procedures. As soon as reasonably practicable after the Effective Time, but in no event more than five (5) business days thereafter, the Exchange Surviving Corporation shall cause the Paying Agent shall to mail to each holder of record of a certificate or certificates (the "Certificates") that immediately prior to the Effective Time represented outstanding shares of Company Common Stock whose shares were converted into the right to receive Merger Consideration pursuant to Section 2.01, (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Paying Agent and shall be in such form and have such other provisions as Parent may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for Merger Consideration. Upon surrender of a Certificate for cancelation cancellation to the Exchange Agent or to such other agent or agents as may be appointed by Parent and reasonably acceptable to the CompanyPaying Agent, together with such letter of transmittal, duly executed, and such other documents as may reasonably be required by the Exchange Paying Agent, the holder of such Certificate shall be entitled to receive in exchange therefor a certificate representing that number the amount of whole cash into which the shares of Parent Company Common Stock (together with cash in lieu of fractional shares) that theretofore represented by such holder has the right to receive Certificate shall have been converted pursuant to the provisions of this Article IISection 2.01, and the Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of Company Common Stock that is not registered in the transfer records of the Company, a certificate representing the appropriate number of shares of Parent Common Stock payment may be issued made to a person other than the person in whose name the Certificate so surrendered is registered, if such Certificate shall be properly endorsed or otherwise be in proper form for transfer and the person requesting such payment shall pay any transfer or other taxes required by such transfer and by reason of the issuance of shares of Parent Common Stock payment to a person other than the registered holder of such Certificate or establish to the satisfaction of Parent that such tax has been paid or is not applicable. Until surrendered as contemplated by this Section 2.02, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender Merger Consideration as contemplated the amount of cash, without interest, into which the shares of Company Common Stock theretofore represented by this such Certificate have been converted pursuant to Section 2.022.01. If any holder of shares of Company Common Stock shall be unable to surrender such holder's Certificates because such Certificates have been lost, mutilated or destroyed, such holder may deliver in lieu thereof an affidavit and indemnity bond in form and substance and with surety reasonably satisfactory to the Surviving Corporation. No interest shall be paid or accrue on any the cash payable upon surrender of any Certificate. The Exchange Agent shall not be entitled to vote or exercise any rights of ownership with respect to the Parent Common Stock held by it from time to time hereunder, except that it shall receive and hold all dividends or other distributions paid or distributed with respect thereto for the account of persons entitled thereto.

Exchange Procedures. As soon as reasonably practicable Promptly after the Effective Time, Parent shall cause the Exchange Agent shall to mail to each person who was, at the Effective Time, a holder of record of a certificate or certificates (the "Certificates") that immediately prior to the Effective Time represented outstanding shares of Company Common Stock whose shares were converted into the right entitled to receive the Merger Consideration pursuant to Section 2.01, Consideration: (ia) a letter of transmittal (which that 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 which letter shall be in such customary form and have such other provisions as Parent may reasonably specify) specify (such letter to be reasonably acceptable to Company prior to the Effective Time), and (iib) instructions for use in effecting the surrender of the such Company Certificates in exchange for the applicable Merger ConsiderationConsideration pursuant to such letter of transmittal. Upon surrender of a Company Certificate for cancelation to the Exchange Agent or to such other agent or agents as may be appointed by Parent and reasonably acceptable to the Company, together with such letter of transmittal, duly executedand validly executed and completed in accordance with the instructions thereto, and such other documents as may reasonably be required by the Exchange Agent, the holder of such Company Certificate shall be entitled to receive in exchange therefor a certificate representing that number of whole such shares of Parent Common Stock (together with cash which, at Parent’s option, shall be in lieu uncertificated book-entry form unless a physical certificate is requested or is otherwise required by applicable law) representing, in the aggregate, the whole number of fractional shares) shares that such holder has the right to receive pursuant to the provisions Section 3.1(b) (after taking into account all shares of this Article IICompany Common Stock then held by such holder), and the Company Certificate so surrendered shall forthwith be canceledcancelled. In the event of a transfer of ownership of Company Common Stock that is not registered in the transfer records No interest will be paid or will accrue on any amount due. If any portion of the Company, a certificate representing the appropriate number of shares of Parent Common Stock may Merger Consideration is to be issued paid to a person Person other than the person Person in whose name the Company Certificate is registered, it shall be a condition to such payment that the Company Certificate so surrendered is registered, if such Certificate shall be properly endorsed or otherwise be in proper form for transfer and that the person Person requesting such payment shall pay to the Exchange Agent any transfer or other taxes required by as a result of such transfer and by reason of the issuance of shares of Parent Common Stock payment to a person Person other than the registered holder of such Company Certificate or establish to the satisfaction of Parent the Exchange Agent that such tax has been paid or is not applicablepayable. Until surrendered as contemplated by this Section 2.024.2, each Company Certificate shall be deemed at any time all times after the Effective Time to represent only the right to receive upon such surrender Merger Consideration as contemplated by this Section 2.02. No interest shall be paid or accrue on any cash payable upon surrender the certificate representing shares of any Certificate. The Exchange Agent shall not be entitled to vote or exercise any rights of ownership with respect to the Parent Common Stock held by it from time to time hereunder, except that it shall receive and hold all any dividends or other distributions paid or distributed with respect thereto for the account of persons to which such holder is entitled theretopursuant to Section 4.4.

Exchange Procedures. As soon as reasonably practicable after the Effective Time, Newco shall cause the Exchange Agent shall to mail to each holder of record of a certificate or certificates (the "Certificates") that which immediately prior to the Effective Time represented issued and outstanding shares of Company Cybex Common Stock whose shares were or Apex Common Stock (including persons who purchase Apex Common Stock prior to the Effective Time upon exercise of Apex Options or Apex Stock Purchase Plan Options in accordance with Section 1.8 or who purchase Cybex Common Stock prior to the Effective Time upon exercise of Cybex Options in accordance with Section 1.9) which shall be converted into the right to receive Merger Consideration Newco Common Stock pursuant to Section 2.01Sections 1.2 or 1.3 (collectively, the "CERTIFICATES"), (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Agent and shall be in such form and have such other provisions as Parent Apex and Cybex may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for Merger Considerationcertificates representing Newco Common Stock. Upon surrender of a Certificate for cancelation cancellation to the Exchange Agent or to such other agent or agents as may be appointed by Parent and reasonably acceptable to the CompanyAgent, together with such a duly executed letter of transmittal, duly executed, transmittal and such other documents as may be reasonably be required by the Exchange Agent, the holder of such Certificate shall be entitled to receive in exchange therefor a certificate representing that number of whole shares of Parent Newco Common Stock (together with and cash in lieu of fractional shares) that shares which such holder has the right to receive pursuant to the provisions of this Article IIAgreement and the Plans of Merger, and the Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of Company shares of Apex Common Stock that or Cybex Common Stock which is not registered in on the transfer records of the CompanyApex or Cybex, respectively, a certificate representing the appropriate proper number of shares of Parent Newco Common Stock may be issued to a person other than the person in whose name transferee if (i) the Certificate so surrendered representing such Apex Common Stock or Cybex Common Stock is registeredpresented to the Exchange Agent, if such Certificate shall be properly endorsed or otherwise be in proper form for and accompanied by all documents required to evidence and effect such transfer and (ii) the person persons requesting such payment shall pay exchange have paid to Newco or any agent designated by it any transfer or other taxes required by reason of such transfer and by reason of or the issuance of shares of Parent Certificate representing such Apex Common Stock to a person other than the registered holder of such Certificate or establish to the satisfaction of Parent Cybex Common Stock transferred is accompanied by evidence that such tax has any applicable stock transfer taxes have been paid or is not applicablepaid. Until surrendered as contemplated by this Section 2.021.12 and the Plans of Merger, each Certificate shall be deemed at any time deemed, on and after the Effective Time Time, to represent only evidence the ownership of the number of full shares of Newco Common Stock into which such shares of Apex Common Stock or Cybex Common Stock, as the case may be, shall have been so converted and the right to receive upon such surrender Merger Consideration an amount in lieu of any fractional shares of Newco Common Stock as contemplated by this Section 2.02. No interest shall be paid 1.7, the Plans of Merger and the Washington Law or accrue on any cash payable upon surrender of any Certificate. The Exchange Agent shall not be entitled to vote or exercise any rights of ownership with respect to the Parent Common Stock held by it from time to time hereunderAlabama Law, except that it shall receive and hold all dividends or other distributions paid or distributed with respect thereto for the account of persons entitled theretoas applicable.

Exchange Procedures. As soon as reasonably practicable after the Effective Time, Acquirer shall cause the Exchange Paying Agent shall to mail to each holder of record of a certificate or certificates (the "Certificates") that immediately prior to the Effective Time represented outstanding representing shares of Company Common Stock whose shares were converted into the right to receive Merger Consideration pursuant to Section 2.01, (a “Certificate”) (i) a letter of transmittal (which shall specify specifying that delivery of the Certificates 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 Paying Agent, such letter of transmittal to be in such customary form and have such other provisions as Parent Acquirer may reasonably specify) specify and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the Merger ConsiderationConsideration (such instructions shall include instructions for the payment of the Merger Consideration to a Person other than the Person in whose name the surrendered Certificate is registered on the transfer books of the Company, subject to the receipt of appropriate documentation for such transfer). Upon surrender to the Paying Agent of a Certificate (or evidence of loss in lieu thereof) for cancelation to the Exchange Agent or to such other agent or agents as may be appointed by Parent and reasonably acceptable to the Company, cancellation together with such letter of transmittal, duly completed and validly executed, and such other documents as may reasonably be required requested by the Exchange Paying Agent, the holder of such Certificate shall be entitled to receive in exchange therefor a certificate representing that number of whole shares of Parent Common Stock (together with cash in lieu of fractional shares) the Merger Consideration that such holder has the right is entitled to receive pursuant to the provisions of this Article II, and the Certificate so surrendered shall forthwith be canceled; provided that in no event will a holder of a Certificate be entitled to receive the Merger Consideration if Merger Consideration was already paid with respect to the shares of Company Common Stock underlying such Certificate in connection with an affidavit of loss. No interest will be paid or accrued on any amount payable upon due surrender of the Certificates. In the event of a transfer of ownership of Company Common Stock that is not registered in the transfer records of the Company, a certificate representing the appropriate number of shares of Parent Common Stock payment may be issued to such a person other than the person in whose name transferee if the Certificate so surrendered formerly representing such Company Common Stock is registeredpresented to the Paying Agent, if accompanied by all documents required to evidence and effect such Certificate shall be properly endorsed or otherwise be in proper form for transfer transfer, and the person Person requesting such payment shall pay issuance pays any transfer or other taxes required by such transfer and by reason of the issuance of shares of Parent Common Stock such payment to a person Person other than the registered holder of such Certificate or establish establishes to the satisfaction of Parent Acquirer and the Company that such tax has been paid or is not applicable. Until surrendered as contemplated by For the purposes of this Section 2.02Agreement, each Certificate the term “Person” shall be deemed at mean any time after the Effective Time to represent only the right to receive upon such surrender Merger Consideration as contemplated by this Section 2.02. No interest shall be paid individual, corporation (including not-for-profit corporations), general or accrue on any cash payable upon surrender of any Certificate. The Exchange Agent shall not be entitled to vote or exercise any rights of ownership with respect to the Parent Common Stock held by it from time to time hereunderlimited partnership, except that it shall receive and hold all dividends limited liability company, joint venture, estate, trust, association, organization, Governmental Entity or other distributions paid entity or distributed with respect thereto for group (as defined in Section 13(d)(3) of the account Securities Exchange Act of persons entitled thereto1934, as amended (including the rules and regulations promulgated thereunder, the “Exchange Act”)).

Exchange Procedures. As soon as reasonably practicable after the Effective Time, the Exchange Agent shall mail to each holder of record of a certificate or certificates (the "Certificates") that immediately prior to the Effective Time represented outstanding shares of Company FPL Common Stock or Entergy Common Stock (the "Certificates") whose shares were converted into the right to receive Merger Consideration shares of Company Common Stock pursuant to Section 2.012.01 (the "Merger Consideration"), (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Agent and shall be in such form and have such other provisions as Parent FPL and Entergy may reasonably specify) and (ii) instructions for use in effecting the surrender of surrendering the Certificates in exchange for the Merger Consideration. Upon surrender of a Certificate for cancelation to the Exchange Agent or to such other agent or agents as may be appointed by Parent and reasonably acceptable to the CompanyAgent, together with such letter of transmittal, duly executed, and such other documents as may reasonably be required by the Exchange Agent, the holder of such Certificate shall be entitled to receive in exchange therefor a certificate representing that number of whole shares of Parent Company Common Stock (together with cash in lieu of fractional shares) that such holder has the right to receive pursuant to the provisions of this Article II, certain dividends or other distributions in accordance with Section 2.02(c) and cash in lieu of any fractional share of Company Common Stock in accordance with Section 2.02(e), and the Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of Company FPL Common Stock or Entergy Common Stock that is not registered in the transfer records of FPL or Entergy, as the Companycase may be, a certificate representing the appropriate proper number of shares of Parent Company Common Stock may be issued to a person other than the person in whose name the Certificate so surrendered is registered, registered if such Certificate shall be properly endorsed or otherwise be in proper form for transfer and the person requesting such payment issuance shall pay any transfer or other taxes required by such transfer and by reason of the issuance of shares of Parent Company Common Stock to a person other than the registered holder of such Certificate or establish to the satisfaction of Parent the Company that such tax has been paid or is not applicable. Until surrendered as contemplated by this Section 2.02, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration Consideration, which the holder thereof has the right to receive in respect of such Certificate pursuant to the provisions of this Article II, certain dividends or other distributions in accordance with Section 2.02(c) and cash in lieu of any fractional share of FPL Common Stock or Entergy Common Stock, as contemplated by this the case may be, in accordance with Section 2.022.02(e). No interest shall be paid or will accrue on the Merger Consideration or any cash payable upon surrender to holders of any Certificate. The Exchange Agent shall not be entitled to vote or exercise any rights of ownership with respect Certificates pursuant to the Parent Common Stock held by it from time to time hereunder, except that it shall receive and hold all dividends or other distributions paid or distributed with respect thereto for the account provisions of persons entitled theretothis Article II.

Exchange Procedures. As soon as reasonably practicable after the Effective Time, the Exchange Paying Agent shall mail to each holder of record of a certificate Certificate or certificates (the "Certificates") Certificates that immediately prior to the Effective Time represented evidenced outstanding shares of Company Common Stock whose shares were converted into the right to receive Merger Consideration pursuant to Section 2.012.1, (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Paying Agent and shall be in such form and have such other provisions as Parent and the Company may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for Merger Consideration. Upon surrender of a Certificate for cancelation cancellation to the Exchange Paying Agent or to such other agent or agents as may be appointed by Parent and reasonably acceptable to the CompanyParent, together with such letter of transmittal, duly executed, and such other documents as may reasonably be required by the Exchange Paying Agent, the holder of such Certificate shall be entitled to receive in exchange therefor a certificate representing that number (by mail or made available for collection by hand if so elected by the surrendering shareholder) the amount of whole cash payable in respect of the shares of Parent Company Common Stock (together with cash in lieu of fractional shares) that theretofore evidenced by such holder has the right to receive Certificate pursuant to the provisions of this Article II, and the Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of Company Common Stock that is not registered in the transfer records of the Company, a certificate representing the appropriate number of shares of Parent Common Stock payment may be issued made to a person other than the person in whose name the Certificate so surrendered is registered, if such Certificate shall be properly endorsed or otherwise be in proper form for transfer and the person requesting such payment shall pay any transfer or other taxes required by such transfer and by reason of the issuance of shares of Parent Common Stock payment to a person other than the registered holder of such Certificate or establish to the satisfaction of Parent that such tax has been paid or is not applicable. Until surrendered as contemplated by this Section 2.022.2, each Certificate shall be deemed at any time after the Effective Time to represent evidence only the right to receive upon such surrender Merger Consideration as contemplated by this Section 2.022.2. No interest shall be paid or accrue on any cash payable upon surrender of any Certificate. The Exchange Agent shall not be entitled to vote or exercise any rights of ownership with respect to the Parent Common Stock held by it from time to time hereunder, except that it shall receive and hold all dividends or other distributions paid or distributed with respect thereto for the account of persons entitled thereto.

Exchange Procedures. As soon as reasonably practicable after the Effective Time, the Exchange Agent shall mail to each holder of record of a certificate or certificates (the "Certificates") certificates, or an electronic book entry position in lieu of a physical certificate or certificates, that immediately prior to the Effective Time represented outstanding shares of Company Common Stock (a “Certificate”) whose shares were converted into the right to receive Merger Consideration pursuant to Section 2.011.6, (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall passpass to the Exchange Agent, only upon delivery of the Certificates to the Exchange Agent Agent, and shall be in such form and have such other provisions as Parent may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the Merger Consideration. Upon surrender of a Certificate for cancelation cancellation to the Exchange Agent or to such other agent or agents as may be appointed by Parent and reasonably acceptable to the CompanyParent, together with such letter of transmittal, duly executed, and such other documents as may reasonably be required by the Exchange Agent, the holder of such Certificate shall be entitled to receive in exchange therefor a certificate representing that number the Merger Consideration payable in respect of whole the shares of Parent Company Common Stock (together with cash in lieu of fractional shares) that theretofore represented by such holder has the right to receive Certificate pursuant to the provisions of this Article III, and the Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of Company Common Stock that is not registered in the transfer records of the Company, a certificate representing the appropriate number of shares of Parent Common Stock payment may be issued made to a person other than the person in whose name the Certificate so surrendered is registered, if such Certificate shall be properly endorsed or otherwise be in proper form for transfer and the person requesting such payment shall pay any transfer or other taxes required by such transfer and by reason of the issuance of shares of Parent Common Stock payment to a person other than the registered holder of such Certificate or establish to the satisfaction of Parent that such tax has been paid or is not applicable. Until surrendered as contemplated by this Section 2.021.7, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration as contemplated by this Section 2.021.7. No interest shall be paid or accrue on any cash payable upon surrender of any Certificate. The Exchange Agent shall not be entitled to vote or exercise any rights of ownership with respect to the Parent Common Stock held by it from time to time hereunder, except that it shall receive and hold all dividends or other distributions paid or distributed with respect thereto for the account of persons entitled thereto.

Exchange Procedures. As soon as reasonably practicable after the Effective Time, the Exchange Surviving Corporation shall cause the Payment Agent shall to mail to each holder of record of a certificate or certificates (the "Certificates") that immediately prior to the Effective Time represented outstanding shares of Company Common Stock Shares (the "Certificates") whose shares were are converted pursuant to Section 3.01(c) into the right to receive Merger the Transaction Consideration pursuant to Section 2.01, (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Payment Agent and shall be in such form and have such other provisions as Parent the Surviving Corporation may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for Merger the Transaction Consideration. Upon surrender of a Certificate for cancelation cancellation to the Exchange Agent or to such other agent or agents as may be appointed by Parent and reasonably acceptable to the CompanyPayment Agent, together with such letter of transmittal, transmittal duly executed, executed and such other documents as may reasonably be required by the Exchange Agentcompleted in accordance with its terms, the holder of such Certificate shall be entitled to receive in exchange therefor a certificate check representing that number of whole shares of Parent the Transaction Consideration per Company Common Stock (together with cash in lieu of fractional shares) that Share represented thereby, subject to any applicable withholding tax, which such holder has the right to receive pursuant to the provisions of this Article IIARTICLE III, and the Certificate so surrendered shall forthwith be canceledcancelled. In no event shall the holder of any Certificate be entitled to receive interest on any funds to be received in the Merger, including any interest accrued in respect of the Payment Fund. In the event of a transfer of ownership of Company Common Stock Shares that is not registered in the transfer records of the Company, a certificate representing the appropriate number of shares of Parent Common Stock Transaction Consideration may be issued to a person other than the person in whose name transferee if the Certificate so surrendered representing such Company Common Shares is registered, if such Certificate shall be properly endorsed or otherwise be in proper form for transfer presented to the Payment Agent accompanied by all documents required to evidence and the person requesting such payment shall pay any transfer or other taxes required by effect such transfer and by reason of the issuance of shares of Parent Common Stock to a person other than the registered holder of such Certificate or establish to the satisfaction of Parent evidence that such tax has any applicable stock transfer taxes have been paid or is not applicablepaid. Until surrendered as contemplated by this Section 2.023.02(b), each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender Merger the Transaction Consideration per Company Common Share represented thereby as contemplated by this Section 2.02ARTICLE III, together with the dividends, if any, that may have been declared by the Company on the Company Common Shares in accordance with the terms of this Agreement and that remain unpaid at the Effective Time. No interest Parent and the Surviving Corporation shall be paid or accrue on any cash payable upon surrender pay all fees and expenses of any Certificate. The Exchange the Payment Agent shall not be entitled to vote or exercise any rights in connection with the distribution of ownership with respect to the Parent Common Stock held by it from time to time hereunder, except that it shall receive and hold all dividends or other distributions paid or distributed with respect thereto for the account of persons entitled theretoTransaction Consideration.

Exchange Procedures. As soon as reasonably practicable after the Effective TimeTime but in no event more than three (3) business days thereafter, the Exchange Paying Agent shall mail to each holder of record of a certificate or certificates (the "Certificates") that certificates, which immediately prior to the Effective Time represented outstanding shares of Company Common Stock (the "Certificates"), whose shares were converted pursuant to Section 2.1 hereof into the right to receive the Merger Consideration pursuant to Section 2.01, (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Paying Agent and shall be in such form and have such other provisions as Parent and the Company may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for payment of the Merger Consideration. Upon surrender of a Certificate for cancelation cancellation to the Exchange Paying Agent or to such other agent or agents as may be appointed by Parent and reasonably acceptable to the CompanyParent, together with such letter of transmittal, duly executed, and such other documents as may reasonably be required the Paying Agent shall promptly pay the person entitled thereto the Merger Consideration for each share of Company Common Stock formerly represented by the Exchange Agent, the holder of such Certificate shall be entitled to receive in exchange therefor a certificate representing that number of whole shares of Parent Common Stock (together with cash in lieu of fractional shares) that such holder has the right to receive pursuant to the provisions of this Article II, and the Certificate so surrendered shall forthwith be canceledcancelled. In the event of a transfer of ownership of Company Common Stock that is not registered in the transfer records If payment of the Company, a certificate representing the appropriate number of shares of Parent Common Stock may Merger Consideration is to be issued made to a person other than the person in whose name the surrendered Certificate is registered, it shall be a condition of payment that the Certificate so surrendered is registered, if such Certificate shall be properly endorsed or shall be otherwise be in proper form for transfer and that the person requesting such payment shall pay have paid any transfer or and other taxes required by such transfer and by reason of the issuance payment of shares of Parent Common Stock the Merger Consideration to a person other than the registered holder of such the Certificate surrendered or establish shall have established to the satisfaction of Parent the Surviving Corporation that such tax either has been paid or is not applicable. Until surrendered as contemplated by this Section 2.022.3, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration in cash as contemplated by this Section 2.02. No interest shall be paid or accrue on any cash payable upon surrender of any Certificate. The Exchange Agent shall not be entitled to vote or exercise any rights of ownership with respect to the Parent Common Stock held by it from time to time hereunder, except that it shall receive and hold all dividends or other distributions paid or distributed with respect thereto for the account of persons entitled thereto2.3.

Exchange Procedures. As soon as reasonably practicable after the Effective Time, Parent shall cause the Exchange Paying Agent shall to mail to each holder of record of a certificate or certificates Share (the "Certificates"other than holders of Excluded Shares) that immediately prior to the Effective Time represented outstanding shares of Company Common Stock whose shares were converted into the right to receive Merger Consideration pursuant to Section 2.01, (i) a form of letter of transmittal (which shall specify that when delivery of Shares shall be effected, and and, with respect to certificates representing Shares immediately prior to the Effective Time (“Certificates”), that the risk of loss and title to the Certificates shall pass, pass only upon proper delivery of the Certificates to the Exchange Paying Agent and which letter of transmittal shall be in such customary form and have such other provisions as Parent may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the Merger Consideration. Upon surrender Each holder of record of a Certificate for cancelation to Share (other than holders of Excluded Shares) shall, upon the Exchange Agent or to such other agent or agents as may be appointed by Parent and reasonably acceptable to the Company, together with such submission of a letter of transmittal, duly executed, and such other documents as may reasonably be required by the Exchange Paying Agent, the holder of such Certificate shall be entitled to receive in exchange therefor a certificate representing that the amount of cash which the number of whole shares of Parent Common Stock (together with cash in lieu of fractional shares) that Shares held by such holder has shall have been converted into the right to receive pursuant to the provisions Section 3.1(a) of this Article IIAgreement, and the any Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of Company Common Stock that Shares which is not registered in the transfer records of the Company, a certificate representing payment of the appropriate number of shares of Parent Common Stock Merger Consideration may be issued made to a person other than the person in whose name the Certificate so surrendered is registered, registered if such Certificate shall be properly endorsed or otherwise be in proper form for transfer and the person requesting such payment shall pay any transfer or other taxes Taxes required by such transfer and by reason of the issuance payment of shares of Parent Common Stock the Merger Consideration to a person other than the registered holder of such Certificate or establish to the reasonable satisfaction of Parent that such tax Tax has been paid or is not applicable. Until surrendered as contemplated by this Section 2.023.2(b), each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration as contemplated by which the holder thereof has the right to receive in respect of such Certificate pursuant to the provisions of this Section 2.02Article III. No interest shall be paid or will accrue on any cash payable upon surrender to holders of any Certificate. The Exchange Agent shall not be entitled to vote or exercise any rights of ownership with respect Shares pursuant to the Parent Common Stock held by it from time to time hereunder, except that it shall receive and hold all dividends or other distributions paid or distributed with respect thereto for the account provisions of persons entitled theretothis Article III.

Exchange Procedures. As soon as reasonably practicable after the Effective Time, Parent shall cause the Exchange Paying Agent shall to mail to each holder of record of a certificate Certificate or certificates (the "Certificates") that immediately prior Book Entry Share, other than shares to the Effective Time represented outstanding shares of Company Common Stock whose shares were converted into the right to receive Merger Consideration be canceled pursuant to Section 2.012.1(a), (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates or Book Entry Shares, as applicable, shall pass, only upon actual delivery of the Certificates or Book Entry Shares to the Exchange Paying Agent and shall be in such a form and have such other provisions as Parent may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates or Book Entry Shares, as applicable, in exchange for the Merger Consideration. Upon surrender of a Certificate or Book Entry Shares (or delivery of such customary affidavits and indemnities with respect to a lost certificate which the Paying Agent and/or the Company’s transfer agent may reasonably require) for cancelation cancellation to the Exchange Paying Agent or to such other agent or agents as may be appointed by Parent and reasonably acceptable to the CompanyParent, together with such letter of transmittal, duly executed, and such other documents as may reasonably be required by the Exchange Paying Agent, the holder of such Certificate or Book Entry Shares shall be entitled to receive in exchange therefor a certificate representing that number the amount of whole cash into which the shares of Parent Common Stock (together with cash in lieu of fractional shares) that theretofore represented by such holder has the right to receive Certificate or Book Entry Shares shall have been converted pursuant to the provisions of this Article IISection 2.1(b), and the Certificate Certificates or Book Entry Shares so surrendered shall forthwith be canceled. No interest will be paid or will accrue on the cash payable upon the surrender of any Certificate or Book Entry Shares. In the event of a transfer of ownership of Company Common Stock that is not registered in the transfer records of the Company, a certificate representing the appropriate number of shares of Parent Common Stock payment may be issued made to a person Person other than the person Person in whose name the Certificate so surrendered is registered, if such Certificate shall be properly endorsed or otherwise be in proper form for transfer and the person Person requesting such payment shall pay any transfer or other taxes Taxes required by such transfer and by reason of the issuance of shares of Parent Common Stock to a person other than the registered holder of such Certificate or establish to the satisfaction of Parent that such tax Tax has been paid or is not applicable. Until surrendered as contemplated by this Section 2.022.2, each Certificate (other than Certificates representing Dissenting Company Shares and Certificates representing any shares of Common Stock to be canceled pursuant to Section 2.1(a)) shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender Merger Consideration as contemplated the amount of cash, without interest, into which the shares theretofore represented by this such Certificate shall have been converted pursuant to Section 2.022.1. No If any Certificate or Book Entry Share shall not have been surrendered prior to six years after the Effective Time (or immediately prior to such time on which any payment in respect hereof would otherwise escheat or become the property of any governmental unit or agency), the payment in respect of such Certificate or Book Entry Share shall, to the extent permitted by applicable law, become the property of the Surviving Corporation, free and clear of all claims or interest of any Person previously entitled thereto. Notwithstanding the foregoing, none of the Paying Agent, Parent, the Company, Sub or the Surviving Corporation or any party hereto shall be paid or accrue on liable to any former stockholder of the Company for any cash payable upon surrender or interest delivered to a public official pursuant to applicable abandoned property, escheat or similar laws. Each of any Certificate. The Exchange Agent the Paying Agent, Parent and the Surviving Corporation shall not be entitled to vote deduct and withhold from the consideration otherwise payable pursuant to this Agreement to any holder of shares of Common Stock (or exercise any rights of ownership Certificates) such amounts as it is require to deduct and withhold with respect to the Parent payment of such consideration under all applicable Tax laws (as hereinafter defined) and pay such withholding amount over to the appropriate taxing authority. To the extent that amounts are so properly withheld, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the holder of a Certificate or Book Entry Share formerly representing shares of Common Stock held by it from time to time hereunder, except that it shall receive and hold all dividends or other distributions paid or distributed with respect thereto for the account of persons entitled theretoStock.

Exchange Procedures. As soon as reasonably practicable after the Effective Time, the Exchange Agent shall will mail to each holder of record of a certificate or certificates (the "Certificates") that Certificate which immediately prior to the Effective Time represented outstanding shares of Company Common Stock Shares whose shares Shares were converted into the right to receive the Merger Consideration pursuant to Section 2.01, 3.01 (i) a 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 delivery of the Certificates to the Exchange Agent and shall will be in such form and have such other provisions as Parent may reasonably specifyspecify consistent with this Agreement) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the Merger Consideration. Upon surrender of a Certificate for cancelation cancellation to the Exchange Agent or to such other agent or agents as may be appointed by Parent and reasonably acceptable to the CompanyParent, together with such letter of transmittal, duly executed, and such other documents as may reasonably be required by the Exchange Agent, the holder of such Certificate shall will be entitled to receive in exchange therefor a certificate representing that number of whole shares of Parent Common Stock (together with cash in lieu of fractional shares) that and cash, if any, which such holder has the right to receive pursuant to the provisions of this Article IIIII, and the Certificate so surrendered shall will forthwith be canceledcancelled. In the event of a transfer of ownership of Company Common Stock that is Shares which are not registered in the transfer records of the Company, a certificate representing the appropriate proper number of shares of Parent Common Stock may be issued to a person Person other than the person Person in whose name the Certificate so surrendered is registered, registered if such Certificate shall be is properly endorsed or otherwise be in proper form for transfer and the person Person requesting such payment shall pay issuance pays any transfer or other taxes required by such transfer and by reason of the issuance of shares of Parent Common Stock to a person Person other than the registered holder of such Certificate or establish establishes to the satisfaction of Parent that such tax has been paid or is not applicable. Until surrendered as contemplated by this Section 2.023.02, each Certificate shall will be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration as contemplated by and cash, if any, which the holder thereof has the right to receive in respect of such Certificate pursuant to the provisions of this Section 2.02Article III. No interest shall will be paid or will accrue on any cash payable upon surrender to holders of any Certificate. The Exchange Agent shall not be entitled to vote or exercise any rights of ownership with respect Certificates pursuant to the Parent Common Stock held by it from time to time hereunder, except that it shall receive and hold all dividends or other distributions paid or distributed with respect thereto for the account provisions of persons entitled theretothis Article III.

Exchange Procedures. As soon promptly as reasonably practicable after the Effective Time, Parent shall cause the Exchange Paying Agent shall to mail to each holder of record of a certificate or certificates (the "Certificates") that immediately prior to the Effective Time represented outstanding shares of Company Common Stock whose shares were converted into the right to receive Merger Consideration pursuant to Section 2.01, (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates Certificates, if any, shall pass, only upon proper delivery of the Certificates or transfer of the Uncertificated Shares to the Exchange Paying Agent and which shall otherwise be in such customary form reasonably satisfactory to the Company and have such other provisions as Parent may reasonably specifyParent) and (ii) instructions for use in effecting the surrender of the Certificates and the transfer of Uncertificated Shares in exchange for the Merger Consideration. Upon Each holder of record of shares of Company Common Stock shall, (x) upon surrender of a Certificate for cancelation to the Exchange Paying Agent or to of any such other agent or agents as may be appointed by Parent and reasonably acceptable to the CompanyCertificate, together with such letter of transmittal, duly executed, and such other documents as may reasonably be required by the Exchange Paying Agent, or (y) upon receipt of an “agent’s message” by the holder Paying Agent (or such other evidence, if any, of such Certificate shall transfer as the Paying Agent may reasonably request) in the case of a book-entry transfer of Uncertificated Shares, be entitled to receive in exchange therefor a certificate representing that the amount of cash which the number of whole shares of Parent Company Common Stock (together with cash in lieu of fractional shares) that previously represented by such holder has Certificate or the Uncertificated Shares, as applicable, shall have been converted into the right to receive pursuant to the provisions of this Article IISection 3.01(c), and the any Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of Company Common Stock that which is not registered in the transfer records of the Company, a certificate representing payment of the appropriate number of shares of Parent Common Stock Merger Consideration may be issued made to a person other than the person in whose name the Certificate so surrendered or the Uncertificated Shares so transferred is registered, registered if any such Certificate shall be properly endorsed or otherwise be in proper form for transfer and the person requesting such payment shall pay any fiduciary or surety bonds or any transfer or other similar taxes required by such transfer and by reason of the issuance payment of shares of Parent Common Stock the Merger Consideration to a person other than the registered holder of such Certificate or Uncertificated Shares or establish to the reasonable satisfaction of Parent that such tax has been paid or is not applicable. Until surrendered or transferred as contemplated by this Section 2.023.02(b), each Certificate and each Uncertificated Share shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration as contemplated by which the holder thereof has the right to receive in respect of such Certificate or Uncertificated Shares pursuant to this Section 2.02Article III and any declared dividends with a record date prior to the Effective Time that remain unpaid at the Effective Time and that are due to such holder. No interest shall be paid or will accrue on any cash payable upon surrender to holders of any Certificate. The Exchange Agent shall not be entitled to vote Certificates or exercise any rights of ownership with respect Uncertificated Shares pursuant to the Parent Common Stock held by it from time to time hereunder, except that it shall receive and hold all dividends or other distributions paid or distributed with respect thereto for the account provisions of persons entitled theretothis Article III.

Exchange Procedures. As soon as reasonably practicable after the Effective Time, the Exchange Surviving Corporation shall cause the Paying Agent shall to mail to each holder of record of a certificate or certificates (the "Certificates") that an outstanding share of Company Common Stock immediately prior to the Effective Time represented outstanding shares of Company Common Stock whose shares were converted into the right to receive Merger Consideration pursuant to Section 2.01, (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates certificates formerly representing shares of Company Common Stock immediately prior to the Effective Time (the "Certificates") shall pass, only upon proper delivery of the such Certificates to the Exchange Paying Agent and which shall be in such the form and shall have such other provisions as Parent the Surviving Corporation or Paying Agent may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the payment of the Merger ConsiderationConsideration to be made to the holder thereof pursuant to Section 2.01. Upon surrender of a Certificate for cancelation cancellation to the Exchange Agent or to such other agent or agents as may be appointed by Parent and reasonably acceptable to the CompanyPaying Agent, together with such a letter of transmittal, transmittal duly executedcompleted and validly executed in accordance with the instructions thereto, and such other documents as may be reasonably be required by the Exchange Agentpursuant to such instructions, the holder of such Certificate shall be entitled to receive promptly in exchange therefor a certificate representing that number the Merger Consideration for each share of whole shares of Parent Company Common Stock (together with cash in lieu of fractional shares) that formerly represented by such holder has the right to receive pursuant to the provisions of this Article II, Certificate and the such Certificate so surrendered shall be forthwith be canceledcancelled. In The Paying Agent shall accept such Certificates upon compliance with such reasonable terms and conditions as the event of a transfer of ownership of Company Common Stock that is not registered Paying Agent may impose to effect an orderly exchange thereof in the transfer records of the Company, a certificate representing the appropriate number of shares of Parent Common Stock may be issued to a person other than the person in whose name the Certificate so surrendered is registered, if such Certificate shall be properly endorsed or otherwise be in proper form for transfer and the person requesting such payment shall pay any transfer or other taxes required by such transfer and by reason of the issuance of shares of Parent Common Stock to a person other than the registered holder of such Certificate or establish to the satisfaction of Parent that such tax has been paid or is not applicable. Until surrendered as contemplated by this Section 2.02, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender Merger Consideration as contemplated by this Section 2.02accordance with normal exchange practices. No interest shall be paid or accrue accrued for the benefit of holders of the shares of Company Common Stock or on any cash the consideration payable upon the surrender of any Certificate. The Exchange Agent shall not be entitled to vote or exercise any rights the Certificate formerly representing such shares of ownership with respect to the Parent Company Common Stock held by it from time to time hereunder, except that it shall receive and hold all dividends or other distributions paid or distributed with respect thereto for the account of persons entitled theretoStock.

Exchange Procedures. As soon as reasonably practicable after the Effective Time, but no more than ten (10) days after the Effective Time, the Exchange Agent shall mail to each holder of record of a certificate or certificates (the "Certificates") that which immediately prior to the Effective Time represented outstanding shares of Company Decor Common Stock (the "Certificates") whose shares were converted into the right to receive the Merger Consideration pursuant to Section 2.012.1, (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Agent and shall be in such form and have such other provisions as Parent Interiors and Decor may reasonably specify) and (ii) instructions for use in effecting the surrender of surrendering the Certificates in exchange for the Merger Consideration. Upon surrender of a Certificate for cancelation cancellation to the Exchange Agent or to such other agent or agents as may be appointed by Parent and reasonably acceptable to the CompanyAgent, together with such letter of transmittal, duly executed, and such other documents as may reasonably be required by the Exchange Agent, the holder of such Certificate shall be entitled to receive in exchange therefor a certificate representing that number of whole shares of Parent Interiors Class A Common Stock (together with cash in lieu of fractional shares) that which such holder has the right to receive pursuant to the provisions of this Article II, and cash in lieu of any fractional share of Interiors Class A Common Stock in accordance with Section 2.2(e), and the Certificate so surrendered shall forthwith be canceledcanceled (such cash and Interiors Class A Common Stock deposited with the Exchange Agent for the purpose of the Merger, collectively, the "Exchange Fund"). In the event of a transfer surrender of ownership a Certificate representing shares of Company Decor Common Stock that is which are not registered in the transfer records of Decor under the Companyname of the person surrendering such Certificate, a certificate representing the appropriate proper number of shares of Parent Interiors Class A Common Stock may be issued to a person other than the person in whose name the Certificate so surrendered is registered, registered if such Certificate shall be properly endorsed or otherwise be in proper form for transfer and the person requesting such payment issuance shall pay any transfer or other taxes required by such transfer and by reason of the issuance of shares of Parent Interiors Class A Common Stock to a person other than the registered holder of such Certificate or establish to the satisfaction of Parent Interiors that such tax has been paid or is not applicable. Until surrendered as contemplated by this Section 2.022.2, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration as contemplated by which the holder thereof has the right to receive in respect of such Certificate pursuant to the provisions of this Article II, and cash in lieu of any fractional share of Interiors Class A Common Stock in accordance with Section 2.022.2(e). No interest shall be paid or will accrue on any cash payable upon surrender to holders of any Certificate. The Exchange Agent shall not be entitled to vote or exercise any rights of ownership with respect Certificates pursuant to the Parent Common Stock held by it from time to time hereunder, except that it shall receive and hold all dividends or other distributions paid or distributed with respect thereto for the account provisions of persons entitled theretothis Article II.

Exchange Procedures. As soon as reasonably practicable after the Effective Time, Parent shall cause the Exchange Paying Agent shall to mail to each Person who was, at the Effective Time, a holder of record of a certificate or certificates (the "Certificates") that immediately prior to the Effective Time represented outstanding shares of Company Common Stock whose shares were converted into the right entitled to receive the Merger Consideration pursuant to Section 2.013.1(c), (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Paying Agent and shall be in such form and have such other provisions as Parent may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for payment of the Merger Consideration. Upon surrender of a Certificate for cancelation cancellation to the Exchange Agent Paying Agent, or to such other agent or agents as may be appointed by Parent and reasonably acceptable to the CompanyParent, together with such letter of transmittal, duly completed and validly executed, and such other documents as may reasonably be required by the Exchange Paying Agent, the holder of such Certificate shall be entitled to receive in exchange therefor a certificate representing that number the Merger Consideration for each share of whole shares of Parent Company Common Stock (together with cash in lieu of fractional shares) that theretofore represented by such holder has the right to receive pursuant to the provisions of this Article IICertificate, and the Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of Company Common Stock that is not registered in the transfer records If payment of the Company, a certificate representing the appropriate number of shares of Parent Common Stock may Merger Consideration is to be issued made to a person Person other than the person Person in whose name the surrendered Certificate is registered, it shall be a condition precedent of payment that (x) the Certificate so surrendered is registered, if such Certificate shall be properly endorsed or shall be otherwise be in proper form for transfer and (y) the person Person requesting such payment shall pay have paid any transfer or and other taxes Taxes required by such transfer and by reason of the issuance payment of shares of Parent Common Stock the Merger Consideration to a person Person other than the registered holder of such the Certificate surrendered or establish shall have established to the satisfaction of Parent the Surviving Corporation that such tax Tax either has been paid or is not applicablerequired to be paid. Until surrendered as contemplated by this Section 2.023.2, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the applicable Merger Consideration as contemplated by this Section 2.02. No Consideration, without interest shall be paid or accrue on any cash payable upon surrender of any Certificate. The Exchange Agent shall not be entitled to vote or exercise any rights of ownership with respect to the Parent Common Stock held by it from time to time hereunder, except that it shall receive and hold all dividends or other distributions paid or distributed with respect thereto for the account of persons entitled theretothereon.

Exchange Procedures. As soon as reasonably practicable after the Effective Time, but no later than 10 days thereafter, the Exchange Agent shall mail to each holder of record of a certificate or certificates (the "Certificates") that immediately prior to the Effective Time represented outstanding shares of Company Common Stock Certificate whose shares were converted into the right to receive Merger Consideration pursuant to Section 2.013.1, (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Agent and shall be in such form and have such other provisions as Parent and the Company may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the Merger Consideration. Upon surrender of a Certificate for cancelation cancellation to the Exchange Agent or to such other agent or agents as may be appointed by Parent and reasonably acceptable to the CompanyAgent, together with such letter of transmittal, duly executed, and such other documents as may reasonably be required by the Exchange Agent, the holder of such Certificate shall be entitled to receive in exchange therefor a Parent certificate representing that number of whole shares of Parent Common Stock (together with cash in lieu of fractional shares) that such holder has the right to receive pursuant to the provisions of this Article IIIII, certain dividends or other distributions in accordance with Section 3.2(c) and cash in lieu of any fractional share in accordance with Section 3.2(e) and the Certificate so surrendered shall forthwith be canceledcancelled. In the event of a transfer of ownership of Company Common Stock that is not registered in the transfer records of the Company, a certificate representing the appropriate proper number of shares of Parent Common Stock may be issued to a person Person other than the person Person in whose name the Certificate so surrendered is registered, registered if such Certificate shall be properly endorsed or otherwise be in proper form for transfer and the person Person requesting such payment issuance shall pay any transfer or other non-income taxes required by such transfer and by reason of the issuance of shares of Parent Common Stock to a person Person other than the registered holder of such Certificate or establish to the satisfaction of Parent that such tax has been paid or is not applicable. Until surrendered as contemplated by this Section 2.023.2, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration as contemplated by that the holder thereof has the right to receive pursuant to the provisions of this Article III, and if applicable, certain dividends or other distributions in accordance with Section 2.023.2(c). No interest shall will be paid or will accrue on any cash payable upon surrender to holders of any Certificate. The Exchange Agent shall not be entitled to vote or exercise any rights of ownership with respect Certificates pursuant to the Parent Common Stock held by it from time to time hereunder, except that it shall receive and hold all dividends or other distributions paid or distributed with respect thereto for the account provisions of persons entitled theretothis Article III.

Exchange Procedures. As soon as reasonably practicable after the Effective Time, the Exchange Agent shall mail to each holder of record of a certificate or certificates (the "Certificates") that which immediately prior to the Effective Time represented outstanding shares of Company Common Stock (the “Certificates”) whose shares were converted into the right to receive the Merger Consideration pursuant to Section 2.012.2, (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Agent and shall be in such form and have such other provisions as Parent may reasonably specify) and (ii) instructions for use in effecting the surrender of surrendering the Certificates in exchange for the Merger Consideration. Upon surrender of a Certificate for cancelation cancellation to the Exchange Agent or to such other agent or agents as may be appointed by Parent and reasonably acceptable to the CompanyAgent, together with such letter of transmittal, duly executed, and such other documents as may reasonably be required by the Exchange Agent, the holder of such Certificate shall be entitled to receive in exchange therefor (i) the cash which such holder has the right to receive pursuant to the provisions of Section 2.2, (ii) a certificate representing that number of whole shares of Parent Common Stock (together with cash in lieu of fractional shares) that which such holder has the right to receive pursuant to the provisions of this Article IISection 2.2, (iii) certain dividends or other distributions in accordance with Section 2.3(c) and (iv) cash in lieu of any fractional share of Parent Common Stock in accordance with Section 2.3(e), and the Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of Company Common Stock that which is not registered in the transfer records of the Company, a certificate representing the appropriate number of shares of Parent Common Stock Merger Consideration may be issued and paid to a person Person other than the person Person in whose name the Certificate so surrendered is registered, registered if such Certificate shall be properly endorsed or otherwise be in proper form for transfer and the person Person requesting such payment issuance shall pay any transfer or other taxes required by such transfer and by reason of the issuance or payment of shares of Parent Common Stock the Merger Consideration to a person Person other than the registered holder of such Certificate or establish to the satisfaction of Parent that such tax has been paid or is not applicable. Until surrendered as contemplated by this Section 2.02, each Each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender in accordance with this Section 2.3 the Merger Consideration which the applicable holder of shares of Company Common Stock has the right to receive pursuant to Section 2.2, cash in lieu of any fractional shares of Parent Common Stock as contemplated by this Section 2.022.3(e) and any dividends or other distributions to which such holder is entitled pursuant to Section 2.3(c). No interest shall be paid or will accrue on any cash payable upon surrender to holders of any Certificate. The Exchange Agent shall not be entitled to vote or exercise any rights of ownership with respect Certificates pursuant to the Parent Common Stock held by it from time to time hereunder, except that it shall receive and hold all dividends or other distributions paid or distributed with respect thereto for the account provisions of persons entitled theretothis Article 2.

Exchange Procedures. As soon as reasonably practicable after the Effective TimeTime (and in any event within five Business Days), Parent shall cause the Exchange Agent shall to mail to each holder of record of a certificate Certificate or certificates (the "Certificates") that immediately prior to the Effective Time represented outstanding shares of Company Common Stock whose shares were converted into the right to receive Merger Consideration pursuant to Section 2.01, Converted Note (i) a form of letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates Certificate or Converted Note shall pass, only upon proper delivery of the Certificates Certificate or Converted Note to the Exchange Agent and which shall be in such customary form and have such other provisions as Parent may reasonably specify) contain customary provisions), and (ii) instructions for use in effecting the surrender of the Certificates Certificate or Converted Note in exchange for the Merger ConsiderationShares, any dividends or other distributions payable pursuant to Section 1.8(c). Upon Each holder of record of one or more Certificates or Converted Notes shall, upon surrender of a Certificate for cancelation to the Exchange Agent of such Certificate or to such other agent or agents as may be appointed by Parent and reasonably acceptable to the CompanyConverted Note, together with such letter of transmittal, duly executed, and such other documents as may reasonably be required by the Exchange Agent, the holder of such Certificate shall be entitled to receive promptly in exchange therefor (i) a certificate or certificates or book-entry shares representing that number of whole shares of Parent Common Stock (together with cash in lieu of fractional sharesafter taking into account all Certificates and Converted Notes surrendered by such holder) that to which such holder has the right to receive is entitled pursuant to the provisions of this Article IISection 1.8(a), and (ii) any dividends or distributions payable pursuant to Section 1.8(c), and the Certificate or Converted Note so surrendered shall forthwith be canceled. In the event of a transfer of ownership of the Company Common Stock or Converted Note that is not registered in the transfer records of the Company, a certificate representing payment of the appropriate number of shares of Parent Common Stock Merger Shares in accordance with Section 1.8(a) may be issued made to a person other than the person in whose name the Certificate or Converted Note so surrendered is registered, registered if such Certificate or Converted Note 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 similar Taxes required by such transfer and by reason of the issuance of shares of Parent Common Stock to a person other than the registered holder of such Certificate transfer or establish to the reasonable satisfaction of Parent that such tax has Taxes have been paid or is are not applicable. Until surrendered as contemplated by this Section 2.021.8(b), each Certificate and Converted Note shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration as contemplated by this Shares and any dividends or other distributions payable pursuant to Section 2.021.8(c). No interest shall be paid or will accrue on any cash payable upon surrender payment to holders of any Certificate. The Exchange Agent shall not be entitled to vote Certificates or exercise any rights of ownership with respect Converted Notes pursuant to the Parent Common Stock held by it from time to time hereunder, except that it shall receive and hold all dividends or other distributions paid or distributed with respect thereto for the account provisions of persons entitled theretothis Article 1.

Exchange Procedures. As soon as reasonably practicable after the Effective Time, the Exchange Agent shall mail to each holder of record of a certificate or certificates (the "Certificates") that immediately prior to the Effective Time represented outstanding shares of Company Common Stock whose shares were converted into the right to receive the Merger Consideration pursuant to Section 2.01, 2.01(c) (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Agent and shall be in such form and have such other provisions as Parent may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the Merger Consideration. Upon surrender of a Certificate for cancelation cancellation to the Exchange Agent or to such other agent or agents as may be appointed by Parent and reasonably acceptable to the CompanyParent, together with such letter of transmittal, duly executed, and such other documents as may reasonably be required by the Exchange Agent, the holder of such Certificate shall be entitled to receive in exchange therefor a certificate representing that the number of whole shares of Parent Common Stock, if any, into which the aggregate number of shares of Company Common Stock (together with previously represented by such Certificate shall have been converted pursuant to Section 2.01(c) and cash in lieu of fractional shares) that shares of Parent Common Stock to which such holder has the right to receive is entitled pursuant to the provisions of this Article IISection 2.2(d), and the Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of Company Common Stock that is not registered in the transfer records of the Company, a certificate representing the appropriate number of shares of Parent Common Stock payment may be issued made to a person other than the person in whose name the Certificate so surrendered is registered, if such Certificate shall be properly endorsed or otherwise be in proper form for transfer and the person requesting such payment shall pay any transfer or other taxes required by such transfer and by reason of the issuance of shares of Parent Common Stock payment to a person other than the registered holder of such Certificate or establish to the satisfaction of Parent that such tax has been paid or is not applicable. Until surrendered as contemplated by this Section 2.02, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration as contemplated into which the shares of Company Common Stock theretofore represented by this such Certificate have been converted pursuant to Section 2.022.01(c). No interest shall be paid or accrue on any cash payable upon surrender of any Certificate. The Exchange Agent shall not be entitled to vote or exercise any rights of ownership with respect to the Parent Common Stock held by it from time to time hereunder, except that it shall receive and hold all dividends or other distributions paid or distributed with respect thereto for the account of persons entitled thereto.

Exchange Procedures. As soon as reasonably practicable after the Effective Time, the Purchaser and the Surviving Corporation will cause the Exchange Agent shall mail to send to each holder of record of a certificate or certificates (the "Certificates") that immediately prior to the Effective Time represented outstanding shares of Company Common Stock Certificates whose shares were converted pursuant to Section 2.6 into the right to receive the Merger Consideration pursuant to Section 2.01, (i) a letter of transmittal (which shall specify (A) that delivery shall be effected, and risk of loss and title to the Company Certificates shall pass, only upon delivery of the Company Certificates to the Exchange Agent Agent, and (B) that Xxxxx Xxxx is irrevocably appointed to represent the interests of the Company Stockholders after the Closing as provided in this Agreement (the "Stockholders' Representative"), and shall be in such form and have such other provisions as Parent may the Purchaser and the Surviving Corporation and the Exchange Agent shall reasonably specify) and (ii) instructions for use in effecting the surrender of the Company Certificates in exchange for the Merger Consideration. Upon proper surrender of a Company Certificate for cancelation cancellation to the Exchange Agent or to such other agent or agents as may be appointed by Parent and reasonably acceptable to the CompanyAgent, together with such letter of transmittal, duly executedexecuted and completed in accordance with the instructions thereto, and such other documents as may reasonably be required by the Exchange Agent, the holder of such Company Certificate shall be entitled to receive in exchange therefor a certificate representing check in the amount (after giving effect to any required tax withholding) of the Merger Consideration that number of whole shares of Parent Common Stock (together with cash in lieu of fractional shares) that such the holder has the right is entitled to receive pursuant to the provisions of this Article IIunder Section 2.6, and the -5- Company Certificate so surrendered shall forthwith immediately be canceled. No interest will be paid or accrued with respect to any Merger Consideration deliverable upon due surrender of the Company Certificates. In the event of a transfer of ownership of the Company Common Stock that is not registered in the transfer records of the Company, payment may be made to a certificate transferee if, and only if, the Company Certificate representing the appropriate number of shares of Parent such Company Common Stock may be issued is presented to a person other than the person in whose name the Certificate so surrendered is registeredExchange Agent, if such Certificate shall be properly endorsed or otherwise be in proper form for transfer accompanied by all documents required to evidence and the person requesting such payment shall pay any transfer or other taxes required by effect such transfer and by reason of the issuance of shares of Parent Common Stock to a person other than the registered holder of such Certificate or establish to the satisfaction of Parent evidence that such tax has any applicable stock transfer taxes have been paid or is not applicablepaid. Until surrendered as contemplated by this Section 2.022.8, each Company Certificate (other than the Company Certificates representing Dissenting Shares) shall be deemed at any time after the Effective Time for all purposes to represent only the right to receive upon such surrender the Merger Consideration as contemplated by which the holder thereof has the right to receive in respect of such Company Certificate pursuant to this Section 2.02Article II. No interest In the case of the Company Certificates representing Dissenting Shares, each Company Certificate representing Dissenting Shares shall be paid or accrue on deemed at any cash payable upon surrender time after the Effective Time for all purposes to represent only the right to receive the fair value of any Certificate. The Exchange Agent shall not be entitled to vote or exercise any rights of ownership with respect such Dissenting Shares pursuant to the Parent Common Stock held by it from time to time hereunder, except that it shall receive and hold all dividends or other distributions paid or distributed with respect thereto for the account of persons entitled theretoDGCL.

Exchange Procedures. As soon as reasonably practicable after the Effective Time, Parent shall instruct the Exchange Agent shall to mail to each holder of record of a certificate or certificates (the "Certificates") that which immediately prior to the Effective Time represented outstanding shares of Company Common Stock whose shares were converted into the right to receive the Merger Consideration pursuant to Section 2.012.6, (i) a letter of transmittal in customary form and containing such provisions as Parent may reasonably specify (which shall specify including a provision confirming that delivery of Company Stock Certificates shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the such Certificates to the Exchange Agent and shall be in such form and have contain such other provisions as Parent may reasonably specify) ), and (ii) instructions for use in effecting the surrender of the Certificates in exchange for payment of the Merger Consideration. Upon surrender of a Certificate Certificates for cancelation cancellation to the Exchange Agent or to such other agent or agents as may be appointed by Parent and reasonably acceptable to the Companyfor exchange, together with such a duly executed letter of transmittal, duly executed, transmittal and such other documents as may be reasonably be required by the Exchange AgentAgent or Parent, the holder of such Certificate Certificates shall be entitled to receive in exchange therefor a certificate representing that number the Merger Consideration and any dividends or distributions payable pursuant to Section 2.7(d), and the Certificates so surrendered shall be canceled. Until so surrendered, outstanding Certificates shall be deemed, from and after the Effective Time, for all corporate purposes, to evidence only the right to receive in exchange therefor the Merger Consideration and any dividends or distributions payable pursuant to Section 2.7(d). No interest will be paid or accrued on any cash in lieu of whole fractional shares of Parent Common Stock (together with cash in lieu of fractional shares) that such holder has the right to receive pursuant to the provisions of this Article II, and the Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of Company Common Stock that is not registered included in the transfer records Merger Consideration or on any unpaid dividends or distributions payable to holders of the Company, a certificate representing the appropriate number of shares of Parent Common Stock may Certificates. If payment is to be issued made to a person other than the person in whose name the surrendered Certificate is registered, it shall be a condition of payment that the Certificate so surrendered is registered, if such Certificate shall be properly promptly endorsed or otherwise be in proper form for transfer and that the person requesting such payment shall pay any transfer or other taxes required by such transfer and by reason of the issuance of shares of Parent Common Stock payment to a person other than the registered holder of such the surrendered Certificate or establish established to the satisfaction of Parent the Surviving Corporation that such tax has been paid or is not applicable. Until surrendered as contemplated by this Section 2.02, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender Merger Consideration as contemplated by this Section 2.02. No interest shall be paid or accrue on any cash payable upon surrender of any Certificate. The Exchange Agent shall not be entitled to vote or exercise any rights of ownership with respect to the Parent Common Stock held by it from time to time hereunder, except that it shall receive and hold all dividends or other distributions paid or distributed with respect thereto for the account of persons entitled thereto.

Exchange Procedures. As soon as reasonably practicable after the Effective Time, Novartis shall cause the Exchange Paying Agent shall to mail to each holder of record of a certificate or certificates (the "Certificates") that immediately prior to the Effective Time represented outstanding shares of Company Common Stock whose shares were converted into the right to receive Merger Consideration pursuant to Section 2.01, Certificate (i) a letter of transmittal (which shall specify specifying that delivery of the Certificates 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 Paying Agent, such letter of transmittal to be in such customary form and have such other provisions as Parent Novartis may reasonably specify) specify and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the Merger ConsiderationConsideration (such instructions shall include instructions for the payment of the Merger Consideration to a Person other than the Person in whose name the surrendered Certificate is registered on the transfer books of the Company, subject to the receipt of appropriate documentation for such transfer). Upon surrender to the Paying Agent of a Certificate (or evidence of loss in lieu thereof) for cancelation to the Exchange Agent or to such other agent or agents as may be appointed by Parent and reasonably acceptable to the Company, cancellation together with such letter of transmittal, duly completed and validly executed, and such other documents as may reasonably be required requested by the Exchange Paying Agent, the holder of such Certificate shall be entitled to receive in exchange therefor a certificate representing that number of whole shares of Parent Common Stock (together with cash in lieu of fractional shares) the Merger Consideration that such holder has the right is entitled to receive pursuant to the provisions of this Article IIIII, and the Certificate so surrendered shall forthwith be canceledcancelled; provided that in no event will a holder of a Certificate be entitled to receive the Merger Consideration if Merger Consideration was already paid with respect to the shares of Company Common Stock underlying such Certificate in connection with an affidavit of loss. No interest will be paid or accrued on any amount payable upon due surrender of the Certificates. In the event of a transfer of ownership of Company Common Stock that is not registered in the transfer records of the Company, a certificate representing the appropriate number of shares of Parent Common Stock payment may be issued to such a person other than the person in whose name transferee if the Certificate so surrendered formerly representing such Company Common Stock is registeredpresented to the Paying Agent, if accompanied by all documents required to evidence and effect such Certificate shall be properly endorsed or otherwise be in proper form for transfer transfer, and the person Person requesting such payment shall pay issuance pays any transfer or other taxes required by such transfer and by reason of the issuance of shares of Parent Common Stock such payment to a person Person other than the registered holder of such Certificate or establish establishes to the satisfaction of Parent Novartis and the Company that such tax has been paid or is not applicable. Until surrendered as contemplated by For the purposes of this Section 2.02Agreement, each Certificate the term “Person” shall be deemed at mean any time after the Effective Time to represent only the right to receive upon such surrender Merger Consideration as contemplated by this Section 2.02. No interest shall be paid individual, corporation (including not-for-profit corporations), general or accrue on any cash payable upon surrender limited partnership, limited liability company, joint venture, estate, trust, association, organization, Governmental Entity or other entity of any Certificate. The Exchange Agent shall not be entitled to vote kind or exercise any rights of ownership with respect to the Parent Common Stock held by it from time to time hereunder, except that it shall receive and hold all dividends or other distributions paid or distributed with respect thereto for the account of persons entitled theretonature.

Exchange Procedures. As soon as reasonably practicable after the Effective Time, Parent shall cause the Exchange Paying Agent shall to mail to each holder of record of a certificate or certificates (the "Certificates") that which immediately prior to the Effective Time represented outstanding shares of Company Common Stock Shares (the "Certificates") whose shares Shares were converted into the right to receive the Merger Consideration pursuant to Section 2.012.4, (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Paying Agent and shall be in such form and have such other provisions not inconsistent with this Agreement as Parent may reasonably specify) and (ii) instructions for use in effecting the surrender of surrendering the Certificates in exchange for payment of the Merger Consideration. Upon surrender of a Certificate for cancelation cancellation to the Exchange Agent or to such other agent or agents as may be appointed by Parent and reasonably acceptable to the CompanyPaying Agent, together with such letter of transmittal, duly executed, and such other documents as may reasonably be required by the Exchange Paying Agent, Parent shall cause the Paying Agent to pay to the holder of such Certificate shall be entitled to receive in exchange therefor a certificate representing that number of whole shares of Parent Common Stock (together with cash in lieu of fractional shares) that such holder has the right to receive pursuant to the provisions of this Article IIMerger Consideration, and the Certificate so surrendered shall forthwith be canceledcancelled. In the event of a transfer surrender of ownership of Company Common Stock that is a Certificate representing Shares which are not registered in the transfer records of the CompanyCompany under the name of the Person surrendering such Certificate, a certificate representing the appropriate number of shares of Parent Common Stock payment may be issued made to a person Person other than the person Person in whose name the Certificate so surrendered is registered, registered if such Certificate shall be properly endorsed or otherwise be in proper form for transfer and the person Person requesting such payment shall pay any transfer or other taxes Taxes required by such transfer and by reason of the issuance of shares of Parent Common Stock payment to a person Person other than the registered holder of such Certificate or establish to the satisfaction of Parent the Paying Agent that such tax has been paid or is not applicable. Until surrendered as contemplated by this Section 2.022.5, each Certificate (other than Certificates representing Dissenting Shares) shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration as contemplated by which the holder thereof has the right to receive in respect of such Certificate pursuant to the provisions of this Section 2.02Article II. No interest shall be paid or will accrue on any cash the Merger Consideration payable upon surrender to holders of any Certificate. The Exchange Agent shall not be entitled to vote or exercise any rights of ownership with respect Certificates pursuant to the Parent Common Stock held by it from time to time hereunder, except that it shall receive and hold all dividends or other distributions paid or distributed with respect thereto for the account provisions of persons entitled theretothis Article II.

Exchange Procedures. As soon as reasonably practicable after the Effective Time, the Surviving Corporation shall cause the Exchange Agent shall to mail to each holder of record of a certificate or certificates (the "Certificates") that which immediately prior to the Effective Time represented outstanding shares of Company Common Stock (the "Certificates") whose shares were are converted pursuant to Section 2.01(c) into the right to receive the Merger Consideration pursuant to Section 2.01, (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Agent and shall be in such form and have such other provisions as Parent the Surviving Corporation may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the Merger Consideration. Upon surrender of a Certificate for cancelation cancellation to the Exchange Agent or to such other agent or agents as may be appointed by Parent and reasonably acceptable to the CompanyAgent, together with such letter of transmittal, transmittal duly executed, executed and such other documents as may reasonably be required by the Exchange Agentcompleted in accordance with its terms, the holder of such Certificate shall be entitled to receive in exchange therefor a certificate representing that number the portion of whole shares of Parent Common Stock (together with cash in lieu of fractional shares) that the Merger Consideration which such holder has the right to receive pursuant to the provisions of this Article II, and the Certificate so surrendered shall forthwith be canceled. In no event shall the holder of any Certificate be entitled to receive interest on any portion of the Merger Consideration to be received in the Merger. In the event of a transfer of ownership of Company Common Stock that which is not registered in the transfer records of the Company, a certificate representing the appropriate number portion of the Merger Consideration which is payable with respect to such shares of Parent Company Common Stock may be issued paid to a person other than the person in whose name transferee if the Certificate so surrendered representing such Company Common Stock is registered, if such Certificate shall be properly endorsed or otherwise be in proper form for transfer presented to the Exchange Agent accompanied by all documents required to evidence and the person requesting such payment shall pay any transfer or other taxes required by effect such transfer and by reason of the issuance of shares of Parent Common Stock to a person other than the registered holder of such Certificate or establish to the satisfaction of Parent evidence that such tax has any applicable stock transfer taxes have been paid or is not applicablepaid. Until surrendered as contemplated by this Section 2.022.02(b), each Certificate shall be deemed at any time after the Effective Time for all corporate purposes of the Company to represent only the right to receive upon such surrender that portion of the Merger Consideration as contemplated by this Section 2.02. No interest shall be paid or accrue on any cash payable upon surrender of any Certificate. The Exchange Agent shall not be entitled to vote or exercise any rights of ownership with respect in connection therewith pursuant to the Parent Common Stock held by it from time to time hereunder, except that it shall receive and hold all dividends or other distributions paid or distributed with respect thereto for the account of persons entitled theretoMerger.

Exchange Procedures. As soon as reasonably practicable after the Effective Time, the Surviving Corporation shall cause the Exchange Agent shall to mail to each holder of record of a certificate or certificates (the "Certificates") that which immediately prior to the Effective Time represented outstanding shares of Company Common Stock (the "CERTIFICATES") whose shares were converted into the right to receive Merger Consideration shares of Acquiror Common Stock pursuant to Section 2.012.1, (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Agent and shall be in such form and have such other provisions as Parent Acquiror may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for Merger Considerationcertificates representing shares of Acquiror Common Stock and cash in lieu of any fractional share. Upon surrender of a Certificate for cancelation cancellation to the Exchange Agent or to such other agent or agents as may be appointed by Parent and reasonably acceptable to the CompanyAcquiror, together with such letter of transmittal, duly executed, and such other documents as may reasonably be required by the Exchange Agent, the holder of such Certificate shall be entitled to receive in exchange therefor a certificate representing that number of whole shares of Parent Acquiror Common Stock (together with Stock, and cash in lieu of any fractional shares) that share, which such holder has the right to receive pursuant to the provisions of this Article II, and the Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of Company Common Stock that which is not registered in the transfer records of the Company, a certificate representing the appropriate proper number of shares of Parent Acquiror Common Stock and cash in lieu of any fractional share may be issued to a person other than the person in whose name the Certificate so surrendered is registered, if such Certificate shall be properly endorsed or otherwise be in proper form for transfer and the person requesting such issuance and payment shall pay any transfer or other taxes required by such transfer and by reason of the issuance of shares of Parent Acquiror Common Stock and payment of cash in lieu of any fractional share to a person other than the registered holder of such Certificate or establish to the satisfaction of Parent Acquiror that such tax has been paid or is not applicable. Until surrendered as contemplated by this Section 2.022.2, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender Merger Consideration the certificate representing shares of Acquiror Common Stock and cash in lieu of any fractional shares of Acquiror Common Stock as contemplated by this Section 2.022.2. No interest shall will be paid or will accrue on any shares of Acquiror Common Stock or cash payable upon surrender in lieu of any Certificatefractional shares of Acquiror Common Stock. The Exchange Agent shall not be entitled to vote or exercise any rights of ownership with respect to the Parent Common Stock held by it from time to time hereunder, except that it shall receive and hold all dividends or other distributions paid or distributed with respect thereto for the account of persons entitled thereto.(c)

Exchange Procedures. As soon as reasonably practicable after the Effective Time, the Exchange Agent shall will mail or otherwise make available to each holder of record of a certificate or certificates (the "Certificates") that Certificate which immediately prior to the Effective Time represented outstanding shares of Company Common Stock whose shares were Shares converted into the right to receive the Merger Consideration pursuant to Section 2.01, : (i) a 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 delivery of the Certificates to the Exchange Agent and shall will be in such form and have such other provisions as Parent RECO may reasonably specifyspecify consistent with this Agreement) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the Merger Consideration. Upon surrender of a Certificate for cancelation cancellation to the Exchange Agent or to such other agent or agents as may be appointed by Parent and reasonably acceptable to the CompanyAgent, together with such letter of transmittal, duly executed, and such other documents as may reasonably be required by the Exchange Agent, the holder of such Certificate shall will be entitled to receive in exchange therefor a certificate representing that number of whole shares of Parent Common Stock (together with cash in lieu of fractional shares) that the Merger Consideration and cash, if any, which such holder has the right to receive pursuant to the provisions of this Article IISections 2.02(c) and (e), and the Certificate so surrendered shall will forthwith be canceled. In the event of a transfer of ownership of Company Common Stock that Shares which is not registered in the transfer records of the Company, a certificate representing the appropriate number of shares of Parent Common Stock Merger Consideration may be issued or paid to a person Person other than the person Person in whose name the Certificate so surrendered is registered, registered if such Certificate shall be is properly endorsed or otherwise be in proper form for transfer and the person Person requesting such issuance or payment shall pay pays any transfer or other taxes required by such transfer and by reason of the issuance or payment of shares of Parent Common Stock the Merger Consideration to a person Person other than the registered holder of such Certificate or establish establishes to the satisfaction of Parent RECO that such tax has been paid or is not applicable. Until surrendered as contemplated by this Section 2.02, each Certificate shall will be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration as contemplated by this which the holder thereof has the right to receive in respect of such Certificate in the Merger and cash, if any, pursuant to the provisions of Section 2.022.02(c) and (e). No interest shall will be paid or will accrue on any cash payable upon surrender to holders of any Certificate. The Exchange Agent shall not be entitled to vote or exercise any rights of ownership with respect Certificates pursuant to the Parent Common Stock held provisions of this Article II, but all payments of cash, if any, which holders have the right to receive pursuant to the provisions of this Article II will be made in immediately available funds. Certificates surrendered for exchange by it any person who is an "affiliate" of the Company for purposes of Rule 145, as such rule may be amended from time to time hereundertime, except that it shall receive and hold all dividends or other distributions paid or distributed with respect thereto for under the account Securities Act, will not be exchanged until RECO has received an agreement substantially in the form of persons entitled theretoSchedule 5.08(a) from such person.