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 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, 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 2.012.01(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 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 amount of cash, if any, and the number of whole shares of Parent Common Stock, if any, which the aggregate number of shares of Company Common Stock (together with cash in lieu of fractional sharespreviously 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 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, 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, 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, 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 Paying 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 pursuant to Section 2.1 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 shall pass, only upon proper 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 to effect the surrender of the Certificates in exchange for payment of the Merger Consideration. Upon surrender of a Certificate one or more Certificates for cancelation cancellation to the Exchange Paying Agent or to such other agent or agents as may be appointed by Parent and Parent, which agents shall be reasonably acceptable satisfactory 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 Certificates 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 formerly represented by such holder has the right to receive pursuant to the provisions of this Article IICertificate, and the Certificate Certificates so surrendered shall forthwith be canceledcancelled. In Except as required by law, no interest shall be paid on the event Merger Consideration payable upon surrender of a transfer of ownership of Company Common Stock that is not registered in the transfer records any Certificate. 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 2.022.2, 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 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 thereto2.2.

Exchange Procedures. As soon as reasonably practicable 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 Certificate 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 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 in exchange for the Merger Consideration. Upon Each holder of record of one or more Certificates 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 CompanyCertificates, 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 Certificates 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 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 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") 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. (a) Immediately prior to the Effective Time, for the benefit of the holders of Certificates, TD Banknorth shall deliver to the Exchange Agent (i) evidence in book-entry form of the number of shares of TD Banknorth Common Stock issuable pursuant to Section 3.3 and (ii) TD Banknorth shall deliver, or cause TD Banknorth, NA to deliver, to the Exchange Agent an estimated amount of cash sufficient to make all payments pursuant to Sections 3.3 and 3.4, in exchange for Certificates representing outstanding shares of Hxxxxx United Common Stock in accordance with this Article III (such cash and evidence in book-entry form of shares of TD Banknorth Common Stock, together with any dividends or distributions with respect thereto, are hereinafter referred to as the “Exchange Fund”). The Exchange Agent shall invest such deposited cash as directed by TD Banknorth, provided that such investments shall be in obligations of or guaranteed by the United States of America, in commercial paper obligations rated A-1 or P-1 or better by Mxxxx’x Investors Service, Inc. or Standard & Poor’s Corporation, respectively, or in certificates of deposit, bank repurchase agreements or banker’s acceptances of commercial banks with capital exceeding $500 million. Any net profit resulting from, or interest or income produced by, such investments will be payable to TD Banknorth. The Exchange Agent shall not be entitled to vote or exercise any rights of ownership with respect to the shares of TD Banknorth 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 to such shares for the account of the Persons entitled thereto. (b) 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 Certificates who has not previously surrendered such Certificate or Certificates with an Election Form, 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 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 ConsiderationConsideration into which the shares of Hxxxxx United Common Stock represented by such Certificate or Certificates shall have been converted pursuant to Section 3.3. Upon proper surrender of a Certificate for cancelation exchange and 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 properly completed 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 applicable, (i) evidence in book-entry form of the number of whole shares of Parent TD Banknorth Common Stock (together with if any) to which such former holder of Hxxxxx United Common Stock shall have become entitled pursuant to this Agreement, (ii) a check representing that amount of cash (if any) to which such former holder of Hxxxxx United Common Stock shall have become entitled pursuant to this Agreement and (iii) a check representing the amount of cash (if any) payable in lieu of a fractional shares) that share of TD Banknorth Common Stock which such former holder has the right to receive hereunder in respect of the Certificate surrendered pursuant to the provisions of this Article IIAgreement, 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 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 Following the issuance of shares of Parent TD Banknorth Common Stock in book-entry form pursuant to this Agreement, each recipient of such shares will receive a Direct Registration System Stock Distribution Statement from TD Banknorth’s transfer agent evidencing the credit of shares of TD Banknorth Common Stock to an account for such shareholder and containing instructions on how a person other than the registered holder shareholder may, if desired, request a physical certificate for shares of such Certificate or establish to the satisfaction of Parent that such tax has been paid or is not applicableTD Banknorth Common Stock. Until surrendered as contemplated by this Section 2.023.5(b), each Certificate (other than Certificates representing Treasury Stock) shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration provided in Sections 3.1 and 3.3 and any unpaid dividends and distributions thereon as contemplated by provided in paragraph (c) of this Section 2.023.5. No interest shall be paid or accrue accrued on any cash constituting Merger Consideration (including any cash in lieu of fractional shares) and any unpaid dividends and distributions, if any, 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 to the Parent Common Stock held by it from time to time hereunder, except that it shall receive and hold all Certificates. (c) No dividends or other distributions with respect to TD Banknorth Common Stock with a record date after the Effective Time shall be paid to the holder of any unsurrendered Certificate until the holder thereof shall surrender such Certificate in accordance with this Section 3.5. After the surrender of a Certificate in accordance with this Section 3.5, the record holder thereof shall be entitled to receive any such dividends or other distributions, without any interest thereon, which theretofore had become payable with respect to shares of TD Banknorth Common Stock represented by such Certificate. (d) If payment of the Merger Consideration is to be made to a Person other than the registered holder of the Certificate surrendered in exchange therefor, it shall be a condition of payment that the Certificate so surrendered shall be properly endorsed (or accompanied by an appropriate form of assignment separate from the Certificate) and otherwise in proper form for transfer, and the Person requesting such payment shall pay to the Exchange Agent in advance any transfer or other Taxes required by reason of the payment of the Merger Consideration to a Person other than that of the registered holder of the Certificate surrendered or otherwise establish to the satisfaction of the Exchange Agent that such Taxes have been paid or distributed are not payable. (e) At and after the Effective Time, the stock transfer books of Hxxxxx United shall be closed and there shall be no transfers on the stock transfer books of Hxxxxx United of the shares of Hxxxxx United Common Stock which were issued and outstanding immediately prior to the Effective Time. At the Effective Time, holders of Hxxxxx United Common Stock shall cease to be, and shall have no rights as, shareholders of Hxxxxx United other than to receive the consideration provided under this Article III. On or after the Effective Time, any Certificates presented to TD Banknorth or the Exchange Agent for transfer shall be cancelled and exchanged for the Merger Consideration as provided herein. (f) Any portion of the Exchange Fund that remains unclaimed by the shareholders of Hxxxxx United for 12 months after the Effective Time (as well as any proceeds from any investment thereof) shall be delivered by the Exchange Agent to TD Banknorth. Any shareholders of Hxxxxx United who have not theretofore complied with Section 3.5(b) shall thereafter look only to TD Banknorth for the Merger Consideration deliverable in respect of each share of Hxxxxx United Common Stock such shareholder holds as determined pursuant to this Agreement, in each case without any interest thereon. If outstanding Certificates for shares of Hxxxxx United Common Stock are not surrendered or the payment for them is not claimed prior to the date on which the applicable Merger Consideration would otherwise escheat to or become the property of any Governmental Entity, the unclaimed items shall, to the extent permitted by abandoned property and any other applicable law, become the property of TD Banknorth (and to the extent not in its possession shall be delivered to it), free and clear of all claims or interest of any Person previously entitled to such property. Neither the Exchange Agent nor any party to this Agreement shall be liable to any holder of stock represented by any Certificate for any consideration paid to a public official pursuant to applicable abandoned property, escheat or similar laws. TD Banknorth and the Exchange Agent shall be entitled to rely upon the stock transfer books of Hxxxxx United to establish the identity of those Persons entitled to receive the Merger Consideration specified in this Agreement, which books shall be conclusive with respect thereto for thereto. In the account event of persons a dispute with respect to ownership of stock represented by any Certificate, TD Banknorth and the Exchange Agent shall be entitled to deposit any Merger Consideration represented thereby in escrow with an independent third party and thereafter be relieved with respect to any claims thereto. (g) TD Banknorth (through the Exchange Agent, if applicable) shall be entitled to deduct and withhold from the consideration otherwise payable pursuant to this Agreement to any holder of shares of Hxxxxx United Common Stock such amounts as TD Banknorth or the Exchange Act are required to deduct and withhold under applicable law. Any amounts so withheld shall be treated for all purposes of this Agreement as having been paid to the holder of Hxxxxx United Common Stock in respect of which such deduction and withholding was made by TD Banknorth. (h) In the event any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person claiming such Certificate to be lost, stolen or destroyed and, if required by TD Banknorth, the posting by such Person of a bond in such amount as TD Banknorth may determine is reasonably necessary as indemnity against any claim that may be made against it with respect to such Certificate, the Exchange Agent will issue in exchange for such lost, stolen or destroyed Certificate the Merger Consideration deliverable in respect thereof pursuant to this Agreement. (i) Notwithstanding any other provision of this Agreement to the contrary, Certificates surrendered for exchange by an affiliate of Hxxxxx United shall not be exchanged for certificates representing shares of TD Banknorth Common Stock to which such Hxxxxx United affiliate may be entitled pursuant to the terms of this Agreement until TD Banknorth has received a written agreement from such person as specified in Section 7.6.

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 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 Promptly after the Effective TimeTime (but in no event later than five business days following such date), 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 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 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 2.02, 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 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 after the Effective Time, the Exchange Paying 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 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 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 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 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 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 2.022.2, 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 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 thereto2.2.

Exchange Procedures. As soon as reasonably practicable after the Effective Time, the Exchange Agent shall mail to each holder of record of a certificate 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. (a) At or prior to the Effective Time, Western shall deposit, or shall cause to be deposited, with such bank or trust company as Western shall elect (which may include a subsidiary of Western) (in such capacity, the "Exchange Agent"), for the benefit of the holders of certificates formerly representing shares of PNB Common Stock ("Old Certificates"), for exchange in accordance with this Article III, certificates representing the shares of Western Common Stock ("New Certificates") and an estimated amount of cash (such cash and New Certificates, together with any dividends or distributions with a record date occurring after the Effective Date with respect thereto, without any interest on any such cash, dividends or distributions, being hereinafter referred to as the "Exchange Fund") to be paid pursuant to this Article III in exchange for outstanding shares of PNB Common Stock. (b) As soon as reasonably practicable after the Effective TimeDate, the Exchange Agent Western shall mail send or cause to be sent to each former holder of record of a certificate or certificates (the "Certificates") that shares of PNB Common Stock immediately prior to the Effective Time represented outstanding transmittal materials for use in exchanging such shareholder's Old Certificates for the consideration set forth in this Article III, which transmittal materials PNB shall have had the opportunity to review prior to the Effective Date. Western shall cause the New Certificates into which shares of Company PNB Common Stock whose are converted on the Effective Date and any check in respect of any fractional share interests or dividends or distributions which the holder of such shares were converted into the right shall be entitled 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 of Old Certificates representing such form and have such other provisions as Parent may reasonably specify) and shares (ii) instructions for use in effecting the surrender or an affidavit 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 Companylost certificate and, together with such letter of transmittal, duly executed, and such other documents as may reasonably be if required by the Exchange Agent, indemnity reasonably satisfactory to Western and the holder Exchange Agent, if any of such Certificate certificates are lost, stolen or destroyed) owned by such shareholder. No interest will be paid on any such cash to be paid in lieu of fractional share interests or in respect of dividends or distributions which any such person 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 canceledIII upon such delivery. In the event of a transfer of ownership of Company any shares of PNB Common Stock that is not registered in the transfer records of PNB, the Company, exchange described in this Section 3.4(b) may nonetheless be effected and a certificate representing check for the appropriate number cash to be paid in lieu of fractional shares of Parent Common Stock may be issued to a person the transferee if the Old Certificate representing such PNB Common Stock is presented to the Exchange Agent, accompanied by documents sufficient, in the discretion of Western and the Exchange Agent, (i) to evidence and effect such transfer but for the provisions of Section 3.2 hereof and (ii) to evidence that all applicable stock transfer taxes have been paid. (c) If Old Certificates are not surrendered or the consideration therefor is not claimed prior to the date on which such consideration would otherwise escheat to or become the property of any governmental unit or agency, the unclaimed consideration shall, to the extent permitted by abandoned property and any other than applicable law, become the person property of the Surviving Corporation (and to the extent not in whose name the Certificate so surrendered is registered, if such Certificate its possession shall be paid over to the Surviving Corporation), free and clear of all claims or interest of any person previously entitled to such claims. Notwithstanding the foregoing, neither the Exchange Agent nor any party hereto shall be liable to any former holder of PNB Common Stock for any amount properly endorsed delivered to a public official pursuant to applicable abandoned property, escheat or otherwise be in proper form for transfer and similar laws. (d) At the person requesting such payment shall pay any transfer election of Western, no dividends or other taxes required by such transfer and by reason of the issuance of shares of Parent distributions with respect to Western Common Stock to with 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 record date occurring after the Effective Time shall be paid to represent only the holder of any unsurrendered Old Certificate representing shares of PNB Common Stock converted in the Merger into the right to receive shares of such Western Common Stock until the holder thereof shall be entitled to receive New Certificates in exchange therefor in accordance with the procedures set forth in this Section 3.4, and no such shares of PNB Common Stock shall be eligible to vote until the holder of Old Certificates is entitled to receive New Certificates in accordance with the procedures set forth in this Section 3.4. After becoming so entitled in accordance with this Section 3.4, the record holder thereof also shall be entitled to receive any such dividends or other distributions, without any interest thereon, which theretofore had become payable with respect to shares of Western Common Stock such holder had the right to receive upon such surrender Merger Consideration as contemplated of the Old Certificate. (e) Any portion of the Exchange Fund that remains unclaimed by this Section 2.02. No interest the shareholders of PNB for six months after the Effective Time shall be paid or accrue on any returned by the Exchange Agent to Western. Any shareholders of PNB who have not theretofore complied with this Article III shall thereafter look only to Western for payment of the shares of Western Common Stock, cash payable upon surrender in lieu of any Certificate. The Exchange Agent shall not be entitled to vote or exercise any rights of ownership with respect to the Parent fractional shares and unpaid dividends and distributions on Western Common Stock held by it from time to time deliverable 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 theretoin each case, without any interest thereon.

Exchange Procedures. As soon as reasonably practicable (a) At and after the Effective Time, each Certificate formerly representing shares of Company Common Stock shall (except for shares of Company Common Stock canceled or converted into common stock of the Surviving Corporation in accordance with Section 2.01(b) and subject to applicable law in the case of Dissenting Shares) represent only the right to receive the Merger Consideration, without interest. (b) At or prior to the Effective Time, Parent shall or shall cause Merger Sub to deposit, or cause to be deposited, with a bank or trust company reasonably satisfactory to the Company (the “Paying Agent”), for the benefit of the holders of the Certificates, funds in the aggregate amount to be paid pursuant to this Article II in exchange for outstanding shares of Company Common Stock. Any cash deposited with the Paying Agent shall hereinafter be referred to as the Exchange Agent Fund. (c) As promptly as practicable after the Effective Time but in no event later than two business days following the Effective Time, the Surviving Corporation shall mail send or cause to be sent to each holder of record of a certificate shares of Company Common Stock (other than shares that are to be canceled or certificates (converted into common stock of the "Certificates"Surviving Corporation pursuant to Section 2.01(b)) that immediately prior to the Effective Time represented outstanding transmittal materials for use in exchanging Certificates for the Merger Consideration. The Surviving Corporation shall cause any check in respect of the Merger Consideration (together with any dividends or other distributions to which holders become entitled in accordance with this Article II upon surrender of such Certificate) which such person shall be entitled to receive to be delivered to such stockholder upon delivery to the Paying Agent of Certificates formerly representing such 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 or indemnity reasonably satisfactory to the Surviving Corporation and the Paying Agent, if any of such Certificates shall passare lost, only upon delivery of the Certificates to the Exchange Agent and shall be in stolen or destroyed) owned by 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 Companystockholder, together with such a 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 and thereafter 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 the 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 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 the Surviving Corporation that such tax has been paid or is not applicable. Until surrendered No interest will be paid on any such cash to be paid pursuant to this Article II upon such delivery. The Surviving Corporation or the Paying Agent shall be entitled to deduct and withhold from the Merger Consideration otherwise payable to any holder of Certificates such taxes (if any) as contemplated Parent, the Surviving Corporation or the Paying Agent is required to deduct and withhold under the Code, or any provision of United States, state or local tax law or non-U.S. tax law (other than a Canadian withholding tax imposed by virtue of Parent being created, organized or doing business in Canada). To the extent that amounts are so withheld by the Surviving Corporation or the Paying Agent, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the holder of such Certificates. (d) Subject to Section 2.04, at the Effective Time, holders of Company Common Stock shall cease to be, and shall have no rights as, stockholders of the Company, other than to receive the Merger Consideration and any dividend or other distribution with respect to the Company Common Stock with a record date occurring prior to the Effective Time (or, with respect to shares of Company Common Stock converted into common stock of the Surviving Corporation in accordance with Section 2.01(b), as expressly provided in Section 2.01(b)). From and after the Effective Time, there shall be no transfers on the stock transfer records of the Company of any shares of the Company Common Stock that were outstanding immediately prior to the Effective Time. If, after the Effective Time, Certificates are presented to the Surviving Corporation or the Paying Agent for transfer, they shall be canceled and exchanged for the Merger Consideration deliverable in respect thereof pursuant to this Agreement in accordance with the procedures set forth in this Section 2.02, each Certificate shall be deemed at 2.02 together with any time dividends or other distributions to which the holder becomes entitled in accordance with this Article II upon the surrender of such Certificates. (e) Any funds (including any interest with respect thereto) which have been made available to the Paying Agent and that remain unclaimed by the former stockholders of the Company for six months 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 to the Surviving Corporation. Any former stockholders of the Company who have not theretofore complied with this Article II shall thereafter look only to the Surviving Corporation and Parent for payment of the Merger Consideration in respect of each share of Company Common Stock formerly held by such stockholder as determined pursuant to this Agreement, in each case, without any interest thereon. Any Merger Consideration remaining unclaimed as of a date which is immediately prior to such time as such amounts would otherwise escheat to or accrue on any cash payable upon surrender become property of any CertificateGovernmental Entity shall, to the fullest extent permitted by applicable law, become the property of the Surviving Corporation free and clear of any claims or interest of any person previously entitled thereto. The Exchange Agent Notwithstanding the foregoing, none of the Paying Agent, Parent, the Company, Merger Sub or the Surviving Corporation shall not be entitled liable to vote any former holder of Company Common Stock for any amount properly delivered to a public official pursuant to applicable abandoned property, escheat or exercise similar laws. (f) In the event any rights Certificate shall have been lost, stolen or destroyed, upon the making of ownership a customary affidavit of that fact by the person claiming such Certificate to be lost, stolen or destroyed and, if required by the Paying Agent, the Surviving Corporation or Parent, as the case may be, the posting by such person of a bond in such amount as the Paying Agent, the Surviving Corporation or Parent, as the case may be, may reasonably direct as indemnity against any claim that may be made against it with respect to such Certificate, the Parent Common Stock held by it from time Paying Agent, the Surviving Corporation or Parent, as the case may be, shall issue in exchange for such lost, stolen or destroyed Certificate the applicable Merger Consideration deliverable in respect thereof pursuant to time hereunder, except that it shall receive this Agreement and hold all any dividends or other distributions to which holders become entitled in accordance with this Article II upon the surrender of such Certificate. (g) Any portion of the Merger Consideration made available to the Paying Agent pursuant to this Section 2.02 to pay for shares of Company Common Stock for which appraisal rights have been perfected in accordance with Section 262 of the DGCL shall be returned to the Surviving Corporation upon demand. (h) The Paying Agent shall invest any cash included in the Exchange Fund, as directed by Parent, on a daily basis; provided, that in the case of any losses incurred in the Exchange Fund as a result of such investments, Parent shall, or shall cause the Surviving Corporation, to take all actions necessary (including by depositing additional cash) to ensure that the Exchange Fund includes cash sufficient to satisfy the obligations of Parent and the Surviving Corporation to pay the Merger Consideration payable pursuant to this Article II and any dividends or other distributions to which holders become entitled in accordance with this Article II upon the surrender of Certificates. Any interest and other income resulting from such investments shall be paid to or distributed with respect thereto for at the account direction of persons entitled theretothe Surviving Corporation.

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, Certificate: (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 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 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 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 fiduciary or surety bonds or any transfer or other taxes 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 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 2.022.02(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 which the holder thereof has the right to receive in respect of such Certificate pursuant to this Article II and any dividends or other distributions with a record date prior to the Effective Time which may have been authorized by this Section 2.02the Company and which remain unpaid at the Effective Time. 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 Exchange Effective Time, : (a) BEPC and Acquisition Sub 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 were converted into the right to receive Merger Consideration pursuant to Section 2.01, Eligible Certificates (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the such Eligible Certificates shall pass, only upon delivery of the such Eligible Certificates to the Exchange Agent and shall be in such form and have such other provisions as Parent BEPC and Acquisition Sub may reasonably specify) and (ii) instructions for use in effecting the surrender of the surrendering such Eligible Certificates in exchange for Merger the Consideration. Upon the surrender of a Certificate such Eligible Certificates 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, and such other documents as may reasonably be required by the Exchange Agent, the holder of such Certificate Eligible Certificates shall be entitled to receive in exchange therefor (A) a certificate statement representing that number of whole shares of BEPC Class A Shares or Parent Common Stock (together with cash in lieu of fractional shares) LP Units, as applicable, that such holder has the right to receive as Consideration and (B) a check in the amount of cash, if any, that such holder has the right to receive in lieu of fractional entitlements to BEPC Class A Shares or Parent LP Units, as applicable, pursuant to the provisions of this Article II, Section 4.11 and the Certificate so surrendered shall forthwith be canceleddividends and other distributions payable pursuant to Section 1.05(b) and Section 4.04. In the event of a transfer of ownership of Company Common Stock an Eligible Certificate 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 such Eligible Certificate so surrendered is registered, if such Eligible 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 Taxes required by such transfer and by reason of the issuance of shares of Parent Common Stock payment to a person other than the such registered holder of such Certificate or establish to the satisfaction of Parent BEPC or Acquisition Sub, as applicable, that such tax Tax has been paid or is not applicable. Until surrendered as contemplated by this Section 2.024.03, each Eligible Certificate shall be deemed at any time after the Exchange Effective Time to represent only the right to receive upon such surrender Merger Consideration the Consideration, including cash payable in lieu of fractional entitlements to BEPC Class A Shares or Parent LP Units, as applicable, pursuant to Section 4.11, and any dividends or other distributions pursuant to Section 1.05(b) and Section 4.04 as contemplated by this Section 2.02Article IV. No interest shall be paid or accrue on any the cash payable upon surrender of any Eligible Certificate. The . (b) BEPC and Acquisition Sub shall cause the Exchange Agent shall to mail to each holder of record of Eligible Book-Entry Shares as of the Exchange Effective Time (i) a notice of the effectiveness of the Share Exchange, (ii) a statement reflecting the whole number of BEPC Class A Shares, if any, in the name of such record holder that such holder has the right to receive as Consideration and (iii) a check in the amount of cash, if any, that such holder has the right to receive as Consideration, including cash payable in lieu of fractional entitlements to BEPC Class A Shares pursuant to Section 4.11, pursuant to this Article IV. Holders of Eligible Book-Entry Shares will not be entitled required to vote take any action to receive the Consideration in respect of such Eligible Book-Entry Shares 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 payable pursuant to Section 1.05(b) or distributed any dividends or other distributions declared or made with respect thereto for to BEPC Class A Shares or Parent LP Units, as applicable, with a record date after the account of persons entitled theretoExchange Effective Time.

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, 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. (a) As soon promptly as reasonably practicable after the Merger Effective TimeDate, and in any event within five (5) Business 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 Innes Street Common Stock whose shares were converted into the right to receive Merger Consideration pursuant to Section 2.01, (i) a letter of transmittal in form and substance reasonably acceptable to Innes Street (which shall specify that delivery shall be effected, and risk "Letter of loss and title to Transmittal") containing instructions for the Certificates shall pass, only upon delivery surrender of the Certificates Certificate(s) held by such holder for payment therefore. Upon a holder's surrender of the Certificate(s) to the Exchange Agent and in accordance with the instructions set forth in the Letter of Transmittal, such holder 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 promptly 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 Merger Consideration, without interest thereon. Approval of this Article IIAgreement by the shareholders of Innes Street shall constitute authorization for Xxxxxx Bancorp to designate and appoint the Exchange Agent. Neither Xxxxxx Bancorp nor the Exchange Agent shall be obligated to deliver the Merger Consideration to a former shareholder of Innes Street until such former shareholder surrenders his Certificate(s). (b) If payment of the Merger Consideration is to be made to a Person other than the Person in whose name a Certificate surrendered in exchange therefore is registered, and it shall be a condition of payment that 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 accompanied by an appropriate instrument of transfer) and otherwise be in proper form for transfer transfer, and that 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 the Certificate surrendered, or required for any other reason, or shall establish to the satisfaction of Parent the Exchange Agent that such tax has been paid or is not applicablepayable. (c) On or prior to the day following the Merger Effective Date, Xxxxxx Bancorp and/or Xxxxxx Federal shall deposit or cause to be deposited, in trust with the Exchange Agent, an amount of cash equal to the aggregate Merger Consideration that the Innes Street shareholders shall be entitled to receive on the Merger Effective Date pursuant to Section 2.02 hereof. (d) The payment of the Merger Consideration upon the exchange of Innes Street Common Stock in accordance with the terms and conditions hereof shall constitute full satisfaction of all rights pertaining to such Innes Street Common Stock. (e) Promptly following the date which is twelve (12) months after the Merger Effective Date, the Exchange Agent shall deliver to Xxxxxx Bancorp all cash, Certificates and other documents in its possession relating to the transactions described in this Agreement, and the Exchange Agent's duties shall terminate. Until surrendered as contemplated by this Section 2.02Thereafter, each holder of a Certificate formerly representing shares of Innes Street Common Stock may surrender such Certificate to Xxxxxx Bancorp and (subject to applicable abandoned property, escheat and similar laws) receive in consideration therefore the Merger Consideration multiplied by the number of shares of Innes Street Common Stock formerly represented by such Certificate, without any interest or dividends thereon. (f) As of the close of business on the Merger Effective Date, there shall be deemed at any time no transfers on the stock transfer books of Innes Street of the shares of Innes Street Common Stock which are outstanding immediately prior to the Merger Effective Date, and the stock transfer books of Innes Street shall be closed with respect to such shares. If, after the Merger Effective Time Date, Certificates representing such shares are presented for transfer to represent only the right to receive upon such surrender Exchange Agent, they shall be canceled and exchanged for the Merger Consideration as contemplated by provided in this Section 2.02. No interest Article II. (g) In the event any Certificate for Innes Street Common Stock shall be paid have been lost, stolen or accrue on any cash payable upon surrender of any Certificate. The destroyed, the Exchange Agent shall not deliver (except as otherwise provided in Section 2.02(iii)) in exchange for such lost, stolen or destroyed certificate, upon the making of an affidavit of the fact by the holder thereof, the cash to be entitled paid in the Merger as provided for herein; provided, however, that Xxxxxx Bancorp may, in its sole discretion and as a condition precedent to vote the delivery thereof, require the owner of such lost, stolen or exercise destroyed Certificate to deliver a bond in such reasonable sum as Xxxxxx Bancorp may determine as indemnity against any rights of ownership claim that may be made against Innes Street, Xxxxxx Bancorp or any other party with respect to the Parent Common Stock held by it from time Certificate alleged to time hereunderhave been lost, except that it shall receive and hold all dividends stolen or other distributions paid or distributed with respect thereto for the account of persons entitled theretodestroyed.

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 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, 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 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 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 which immediately prior to the Effective Time represented outstanding shares of Company Ascend 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 Lucent and Ascend 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 Lucent 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 Lucent 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 Ascend Common Stock that which is not registered in the transfer records of the CompanyAscend, a certificate representing the appropriate proper number of shares of Parent Lucent 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 Lucent Common Stock to a person other than the registered holder of such Certificate or establish to the satisfaction of Parent Lucent 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 Lucent 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 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 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 satisfaction reasonable satis faction 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. 2.2.1 Immediately prior to the Effective Time, Purchaser shall deposit with a paying agent mutually acceptable to Parent and the Company (the "Paying Agent"), in trust for the holders of record of Common Stock immediately prior to the Effective Time (the "Company Stockholders") cash in an aggregate amount equal to the Merger Consideration (such deposit with the Paying Agent pursuant to this paragraph is referred to as the "Payment Fund"). The Payment Fund shall not be used for any purpose except as provided in this Agreement. 2.2.2 As soon as reasonably practicable after the Effective Time, the Exchange Surviving Corporation shall cause the Paying Agent shall to mail to each holder Company Stockholder a letter of record of a certificate or certificates transmittal and instructions for use (the "CertificatesLetter of Transmittal") that in effecting the surrender of certificates representing Common Stock outstanding immediately prior to the Effective Time represented outstanding shares ("Certificates"). The Letter of Company Common Stock whose shares were converted into the right to receive Merger Consideration pursuant to Section 2.01Transmittal shall be in appropriate and customary form, (i) a letter of transmittal (which shall specify include provisions stating that delivery shall be effected, and risk of loss and title to the such Certificates shall pass, only upon delivery of the Certificates to the Exchange Agent Paying Agent, provide instructions for effecting the surrender of such Certificates in exchange for the Merger Consideration and shall be in such form and have provide such other provisions as Parent Purchaser may reasonably specify) and specify (ii) instructions for use including those provisions described in effecting the surrender of the Certificates in exchange for Merger Considerationthis Section 2.2). 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 Letter of transmittalTransmittal, duly and properly 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 therefore the portion 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 represented by the Certificate pursuant to the provisions Section 2.1.1 of this Article II, and Agreement. If the Certificate so surrendered shall forthwith 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 representing Common Stock surrendered in exchange therefor is registered on the record books of the Company, it shall be a condition to such exchange 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 exchange shall pay to the Paying 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 the Certificate surrendered, or shall 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 2.02, 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 will be paid or will accrue on any the cash payable upon surrender of any Certificate. The Exchange Agent shall not Until surrendered as contemplated by this Section 2.2, each Certificate shall, at and after the Effective Time, be entitled deemed to vote or exercise any rights represent only the right to receive, upon surrender of ownership such Certificate, the Merger Consideration with respect to the Parent shares of Common Stock held by it from time represented thereby. 2.2.3 At and after the Effective Time, there shall be no transfers on the stock transfer books of the Company of the Common Stock of which were outstanding immediately prior to time hereunderthe Effective Time. If, except that it after the Effective Time, Certificates are presented to the Surviving Corporation, they shall receive be canceled and hold all dividends or other distributions paid or distributed with respect thereto for the account of persons entitled theretoexchanged as provided in this Section 2.

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, 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 to the Effective Time represented outstanding shares of Company Common Stock Certificates or a Book-Entry Share or Book-Entry Shares 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 or Book-Entry Shares shall pass, only upon delivery of the Certificates (or effective affidavits of loss in lieu thereof) or Book-Entry Shares to the Exchange Paying Agent and shall be in such form and have such other provisions as Parent and the Company may reasonably specifymutually agree) and (ii) instructions for use in effecting the surrender of the Certificates (or effective affidavits of loss in lieu thereof) or Book-Entry Shares in exchange for Merger Consideration. Upon surrender of a Certificate (or effective affidavits of loss in lieu thereof) or Book-Entry Share 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 or Book-Entry Share shall be entitled to receive in exchange therefor a certificate representing that number of whole the Merger Consideration payable with respect to 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 pursuant to the provisions of this Article IICertificate or Book-Entry Share, and the Certificate or Book-Entry Share 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 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 or Book-Entry 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 of shares of Parent Common Stock payment to a person Person other than the registered holder of such Certificate or Book-Entry Shares or establish to the reasonable satisfaction of Parent that such tax Tax has been paid or is not applicable. Until Subject to Section 2.01(e), until surrendered as contemplated by this Section 2.02, each Certificate or Book-Entry Share shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender 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 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 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 promptly as reasonably practicable after the Effective Time, Purchaser shall cause the Exchange Paying Agent shall to mail to each holder of record of a certificate or certificates Public Shares (the "Certificates"other than any Dissenting 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 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 specifyPurchaser) and (ii) instructions for use in effecting the surrender of the Certificates and the transfer of Uncertificated Shares in exchange for Merger the Share Exchange Consideration. Upon Each holder of record of Public Shares 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 Common Stock (together with cash in lieu of fractional shares) that Public Shares previously represented by such holder has Certificate or the Uncertificated Shares, as applicable, shall have been exchanged for the right to receive pursuant to the provisions Section 4.1(b), without any interest thereon and less any required withholding of this Article IITaxes, and the any Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of Company Common Stock that Public 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 Share Exchange Consideration may be issued made to a person Person other than the person 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 Person requesting such payment shall pay any fiduciary or surety bonds or any transfer or other taxes similar Taxes required by such transfer and by reason of the issuance payment of shares of Parent Common Stock the Share Exchange Consideration to a person Person other than the registered holder of such Certificate or Uncertificated Shares or establish to the reasonable satisfaction of Parent Purchaser that such tax Tax has been paid or is not applicable. Until surrendered or transferred as contemplated by this Section 2.024.2(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 Merger the Share Exchange 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 2.02. 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 theretoArticle IV.

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 Advantage Health Shares (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 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 Common Stock that Advantage Health Shares which is not registered in the transfer records of the CompanyAdvantage Health, 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 2.022.2, 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 HEALTHSOUTH Common Stock and cash in lieu of any fractional shares of HEALTHSOUTH Common Stock as contemplated by this Section 2.022.2. No interest shall will be paid or will accrue on any cash payable upon surrender in lieu of any Certificatefractional shares of HEALTHSOUTH Common Stock. The Exchange Agent To the extent permitted by law, former stockholders of record of Advantage Health shall not be entitled to vote or exercise after the Effective Time at any rights meeting of ownership with respect to HEALTHSOUTH stockholders the Parent number of whole shares of HEALTHSOUTH Common Stock held by it from time to time hereunderinto which their respective Advantage Health Shares are converted, except that it shall receive and hold all dividends or other distributions paid or distributed regardless of whether such holders have exchanged their Certificates for certificates representing HEALTHSOUTH Common Stock in accordance with respect thereto for the account of persons entitled theretothis Section 2.2.

Exchange Procedures. As soon promptly as reasonably practicable after the Effective Time, and in any event within five (5) Business Days thereafter, 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 shares of Company Common Stock whose shares of Company Common Stock were converted into the right to receive the Merger Consideration pursuant to Section 2.01, 2.1(a)(i): (i) a letter of transmittal in customary form (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Agent and which shall be in such form and have such other provisions as Parent and the Company may reasonably specifyagree) and (ii) instructions for use in effecting the surrender of surrendering the Certificates (or affidavits of loss in lieu thereof) or Book-Entry Shares in exchange for cash comprising the Merger Consideration. Upon surrender of a Book-Entry Share or 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 completed and validly executed, and and/or such other documents as may be reasonably be required by the Exchange Agent, the holder of such Book-Entry Share or 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) check for the Merger Consideration that such holder has the right is entitled to receive pursuant to the provisions of this Article II, and the Book-Entry Share or 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 check for the appropriate number proper amount of shares of Parent Common Stock may cash comprising the Merger Consideration shall be issued to a person Person other than the person Person in whose name the Certificate so surrendered is registered, if if, upon presentation to the Exchange Agent, such Certificate shall be properly endorsed or otherwise be in proper form for transfer and transfer. In such case, the person requesting such payment shall pay amount of any stock transfer or other taxes required by similar Taxes (whether imposed on the registered holder(s), or such other Person, or otherwise) payable on account of such issuance or transfer and by reason to such other Person shall be deducted from the amount otherwise payable pursuant to the immediately preceding sentence, unless evidence satisfactory to the Exchange Agent of the issuance of shares of Parent Common Stock to a person other than the registered holder payment of such Certificate Taxes, or establish to the satisfaction of Parent that such tax has been paid or exemption therefrom, is not applicablesubmitted. Until surrendered as contemplated by this Section 2.022.2(b), each Book-Entry Share and 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 2.02Consideration. No interest shall will be paid or will accrue on any cash payable upon surrender for the benefit of any Certificate. The Exchange Agent shall not be entitled to vote or exercise any rights holders of ownership with respect to the Parent shares of Company Common Stock held by it from time on the Merger Consideration payable to time hereunder, except that it shall receive and hold all dividends or other distributions paid or distributed with respect thereto for the account holders of persons entitled theretoCompany Common Stock pursuant to this Article II.

Exchange Procedures. As soon as reasonably practicable after Parent shall use commercially reasonable efforts to cause the Effective Time, the Exchange Paying Agent shall to mail to each holder of record of a certificate Certificate or certificates (the "Certificates") that immediately prior to of Book Entry Shares, within five business days of the Effective Time represented outstanding shares of Company Common Stock whose shares were converted into the right to receive Merger Consideration pursuant to Section 2.01Time, (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 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 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 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 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 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 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 shares of Company Common Stock 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 after the Effective Time, but in any event within five (5) Business Days thereafter, COLA 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 Public Shares (the right to receive Merger Consideration pursuant to Section 2.01"Certificates"), (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 proper delivery of the Certificates to the Exchange Agent and shall be in such form and have such other provisions as Parent COLA may reasonably specify) and (iib) 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 CompanyCOLA, 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 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 Common Stock that Public 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 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 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 Surviving Corporation's 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. No interest will be payable on such Merger Consideration. Until surrendered as contemplated by in accordance with this Section 2.02Article 2.2.2, 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 Public Share 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 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 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 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, 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 2.013.1, (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 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 (a) If any portion of the Merger Consideration is to be paid to a Person other than the Person in whose name a Certificate surrendered pursuant to Section 2.03(c) is registered, it shall be a condition to such payment that such Certificate shall be properly endorsed or otherwise be in proper form for transfer, as reasonably practicable applicable, and the Person requesting such payment shall inform the Exchange Agent, pursuant to an agreement entered into prior to Closing, whether any transfer or other similar Taxes are required as a result of such payment to a Person other than the registered holder of such Certificate, or establish to the reasonable satisfaction of the Exchange Agent that such Taxes are not payable. If such transfer or other similar Taxes are payable pursuant to the preceding sentence, then the Exchange Agent shall withhold and deduct from the 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 the Exchange Agent determines are necessary based on the information supplied by the registered holder. The Exchange Agent (or, subsequent to the twelve (12) month anniversary of the Effective Time, NBT) shall be entitled to 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 NBT, as the case may be, is required to deduct and withhold 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 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 in respect of whom such deduction and withholding was made by the Exchange Agent or NBT, as the case may be. (b) At least one (1) business day prior to the Effective Time, NBT shall deposit, or shall cause to be deposited, with the Exchange Agent, for the benefit of the holders of Exxxx Stock pursuant to this Article II (i) certificates, or at NBT’s option, evidence of shares in book-entry form, representing the shares of NBT Stock, sufficient to pay the aggregate Merger Consideration required pursuant to this Article II, and (ii) an aggregate amount of cash sufficient to pay the estimated amount of cash to be paid in lieu of fractional shares of NBT Stock, each to be given to the holders of Exxxx Stock in exchange for Certificates pursuant to this Article II. Until the twelve (12) month anniversary of the Effective Time, NBT shall make available on a timely basis or cause to be made available to the Exchange Agent the following: (i) certificates, or at NBT’s option, evidence of shares in book-entry form, representing the shares of NBT Stock, sufficient to pay the aggregate Merger Consideration required pursuant to this Article II, and (ii) an aggregate amount of cash sufficient to pay the estimated amount of cash to be paid in lieu of fractional shares of NBT Stock, each to be given to the holders of Exxxx Stock in exchange for Certificates pursuant to this Article II. Upon such twelve (12) month anniversary, any such cash or certificates remaining in the possession of the Exchange Agent, together with any earnings in respect thereof, shall be delivered to NBT. Any holder of Certificates who has not theretofore exchanged his or her Certificates for the Merger Consideration pursuant to this Article II or who has not theretofore submitted a letter of transmittal, if required, shall thereafter be entitled to look exclusively to NBT, and only as a general creditor thereof, for the Merger Consideration, as applicable, to which he or she may be entitled upon exchange of such Certificates pursuant to this Article II. If outstanding Certificates are not surrendered, or the payment for the Certificates is not claimed prior to the date on which such payment would otherwise escheat to or become the property of any Governmental Authority, the unclaimed items shall, to the extent permitted by abandoned property and any other applicable law, become the property of NBT (and to the extent not in its possession shall be delivered to it), free and clear of all Liens of any Person previously entitled to such property. Neither the Exchange Agent nor any of the parties hereto shall be liable to any holder of Exxxx Stock represented by any Certificate for any consideration paid to a public official pursuant to applicable abandoned property, escheat or similar laws. NBT and the Exchange Agent shall be entitled to rely upon the stock transfer books of Exxxx to establish the identity of those Persons entitled to receive the Merger Consideration, which books shall be conclusive with respect thereto. (c) Promptly after the Effective Time, NBT shall cause the Exchange Agent shall to mail or deliver to each holder of record of a certificate or certificates (the "Certificates") that Person who was, immediately prior to the Effective Time represented outstanding shares Time, a holder of Company Common record of Exxxx Stock whose shares were converted into a notice advising such holders of the right to receive Merger Consideration pursuant to Section 2.01effectiveness of the Merger, (i) including a letter of transmittal (in a form reasonably satisfactory to NBT and Exxxx containing instructions for use in effecting the surrender of Certificates in exchange for the Merger Consideration which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon with respect to shares evidenced by Certificates, proper delivery of the Certificates to the Exchange Agent of such Certificates and shall be the transmittal materials, duly, completely and validly executed in such form and have such other provisions as Parent may reasonably specify) and (ii) accordance with the instructions for use in effecting the surrender of the Certificates in exchange for Merger Considerationthereto. Upon surrender to the Exchange 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 Company, cancellation together with such letter of 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 promptly be entitled to receive provided in exchange therefor therefor, but in no event later than five (5) Business Days after due surrender, (x) a certificate certificate, or at the election of NBT, a statement reflecting shares issued in book-entry form, representing that the number of whole shares of Parent Common NBT Stock that such holder is entitled pursuant to this Article II, and (together with y) a check in the amount equal to the sum of (A) any cash in lieu of fractional sharesshares pursuant to Section 2.03(f) and (B) any dividends or other distributions that such holder has the right to receive is entitled pursuant to the provisions of this Article IISection 2.03(e), and the Certificate so surrendered shall forthwith be canceled. No interest will accrue or be paid with respect to any property to be delivered upon surrender of Certificates. (d) In the event any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person claiming such Certificate to be lost, stolen or destroyed and, if required by NBT or the Exchange Agent, the posting by such Person of a transfer of ownership of Company Common Stock bond in customary amount as indemnity against any claim that is not registered may be made against it or the Surviving Corporation with respect to such Certificate, NBT shall cause the Exchange Agent to issue the Merger Consideration deliverable to such Person, and any cash, unpaid dividends or other distributions that would be payable or deliverable to such Person, in the transfer records respect of the Company, a certificate representing the appropriate number of shares of Parent Common Exxxx Stock may be issued to a person other than the person in whose name the Certificate so surrendered is registeredrepresented by such lost, if such Certificate shall be properly endorsed stolen or otherwise be in proper form for transfer and the person requesting such payment shall pay any transfer destroyed Certificate. (e) No dividends or other taxes required by such transfer and by reason of the issuance of shares of Parent Common distributions with respect to NBT Stock to with 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 record date 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 to the holder of any Certificate. The Exchange Agent shall not be entitled to vote or exercise any rights of ownership unsurrendered Certificate with respect to the Parent Common shares of NBT Stock held represented thereby, and no cash payment in lieu of fractional shares shall be paid to any such holder pursuant to subsection (f) below, and all such dividends, other distributions and cash in lieu of fractional shares of NBT Stock shall be paid by it from NBT to the Exchange Agent, in each case until the surrender of such Certificate in accordance with this Section 2.03. Subject to the effect of applicable abandoned property, escheat or similar laws, following surrender of any such Certificate there shall be paid to the holder of the whole shares of NBT Stock issued in exchange therefor, without interest, (i) at the time to time hereunderof such surrender, except that it shall receive and hold all the amount of dividends or other distributions with a record date after the Effective Time theretofore paid or distributed with respect thereto to such whole shares of NBT Stock and the amount of any cash payable in lieu of a fractional share of NBT Stock to which such holder is entitled pursuant to subsection (f), and (ii) at the appropriate payment date, the amount of dividends or other distributions with a record date after the Effective Time but prior to such surrender and with a payment date subsequent to such surrender payable with respect to such whole shares of NBT Stock. NBT shall make available to the Exchange Agent cash for these purposes, if necessary. (f) Notwithstanding any other provision hereof, no fractional shares of NBT Stock and no certificates or scrip therefor, or other evidence of ownership thereof, will be issued in the Merger; no dividend or distribution by NBT shall relate to such fractional share interests; and such fractional share interests will not entitle the owner thereof to vote or to any other rights as a stockholder of NBT. In lieu of any such fractional shares, NBT shall pay to each holder of a fractional share of NBT Stock an amount of cash (without interest) determined by multiplying the fractional share interest to which such holder would otherwise be entitled by the average of the daily closing prices during the regular session of NBT Stock as reported on NASDAQ for the account five (5) consecutive trading days ending on the third Business Day immediately prior to the Closing Date, rounded to the nearest whole cent (the “NBT Measurement Price”). (g) NBT, in the exercise of persons entitled theretoits reasonable discretion, shall have the right to make all determinations, not inconsistent with the terms of this Agreement, governing (A) the issuance and delivery of shares of NBT Stock into which shares of Exxxx Stock are converted in the Merger and (B) the method of payment of cash in lieu of fractional shares of NBT Stock.

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 (a) If any portion of the Merger Consideration is to be paid to a Person other than the Person in whose name a Certificate surrendered pursuant to Section 2.03(d) is registered, it shall be a condition to such payment that such Certificate shall be properly endorsed or otherwise be in proper form for transfer, as reasonably practicable applicable, and the Person requesting such payment shall inform the Exchange Agent, pursuant to an agreement entered into prior to Closing, whether any transfer or other similar Taxes are required as a result of such payment to a Person other than the registered holder of such Certificate, or establish to the reasonable satisfaction of the Exchange Agent that such Taxes are not payable. If such transfer or other similar Taxes are payable pursuant to the preceding sentence, then the Exchange Agent shall withhold and deduct from the 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 the Exchange Agent determines are necessary based on the information supplied by the registered holder. The Exchange Agent (or, subsequent to the twelve-month anniversary of the Effective Time, NBT) shall be entitled to 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 Salisbury Stock such amounts as the Exchange Agent or NBT, as the case may be, is required to deduct and withhold 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 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 Salisbury Stock in respect of whom such deduction and withholding was made by the Exchange Agent or NBT, as the case may be. (b) At least one (1) business day prior to the Effective Time, NBT shall deposit, or shall cause to be deposited, with the Exchange Agent, for the benefit of the holders of Salisbury Stock pursuant to this Article II (i) certificates, or at NBT’s option, evidence of shares in book-entry form, representing the shares of NBT Stock, sufficient to pay the aggregate Stock Consideration required pursuant to this Article II, and (ii) an aggregate amount of cash sufficient to pay the estimated amount of cash to be paid in lieu of fractional shares of NBT Stock, each to be given to the holders of Salisbury Stock in exchange for Certificates pursuant to this Article II. Until the twelve (12) month anniversary of the Effective Time, NBT shall make available on a timely basis or cause to be made available to the Exchange Agent the following: (i) certificates, or at NBT’s option, evidence of shares in book-entry form, representing the shares of NBT Stock, sufficient to pay the aggregate Stock Consideration required pursuant to this Article II, and (ii) an aggregate amount of cash sufficient to pay the estimated amount of cash to be paid in lieu of fractional shares of NBT Stock, each to be given to the holders of Salisbury Stock in exchange for Certificates pursuant to this Article II. Upon such twelve (12) month anniversary, any such cash or certificates remaining in the possession of the Exchange Agent, together with any earnings in respect thereof, shall be delivered to NBT. Any holder of Certificates who has not theretofore exchanged his or her Certificates for the Merger Consideration pursuant to this Article II or who has not theretofore submitted a letter of transmittal, if required, shall thereafter be entitled to look exclusively to NBT, and only as a general creditor thereof, for the Merger Consideration, as applicable, to which he or she may be entitled upon exchange of such Certificates pursuant to this Article II. If outstanding Certificates are not surrendered, or the payment for the Certificates is not claimed prior to the date on which such payment would otherwise escheat to or become the property of any Governmental Authority, the unclaimed items shall, to the extent permitted by abandoned property and any other applicable law, become the property of NBT (and to the extent not in its possession shall be delivered to it), free and clear of all Liens of any Person previously entitled to such property. Neither the Exchange Agent nor any of the parties hereto shall be liable to any holder of Salisbury Stock represented by any Certificate for any consideration paid to a public official pursuant to applicable abandoned property, escheat or similar laws. NBT and the Exchange Agent shall be entitled to rely upon the stock transfer books of Xxxxxxxxx to establish the identity of those Persons entitled to receive the Merger Consideration, which books shall be conclusive with respect thereto. (c) Promptly after the Effective Time, NBT shall cause the Exchange Agent shall to mail or deliver to each holder of record of a certificate Person who did not surrender, or certificates (who improperly surrendered, such shareholder’s Certificates to the "Certificates") that Exchange Agent and who was, immediately prior to the Effective Time represented outstanding shares Time, a holder of Company Common record of Salisbury Stock whose shares were converted into a notice advising such holders of the right to receive Merger Consideration pursuant to Section 2.01effectiveness of the Merger, (i) including a letter of transmittal (in a form reasonably satisfactory to NBT and Salisbury containing instructions for use in effecting the surrender of Certificates in exchange for the Merger Consideration which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon with respect to shares evidenced by Certificates, proper delivery of the Certificates to the Exchange Agent of such Certificates and shall be the transmittal materials, duly, completely and validly executed in such form and have such other provisions as Parent may reasonably specify) and (ii) accordance with the instructions for use in effecting the surrender of the Certificates in exchange for Merger Considerationthereto. Upon surrender to the Exchange 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 Company, cancellation together with such letter of 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 promptly be entitled to receive provided in exchange therefor therefor, but in no event later than five (5) Business Days after due surrender, (x) a certificate certificate, or at the election of NBT, a statement reflecting shares issued in book-entry form, representing that the number of whole shares of Parent Common NBT Stock that such holder is entitled pursuant to this Article II, and (together with y) a check in the amount equal to the sum of (A) the cash in lieu portion of fractional shares) the Merger Consideration that such holder has the right to receive in respect of such Certificate surrendered pursuant to the provisions of this Article II, (B) any cash in lieu of fractional shares pursuant to Section 2.03(f) and (C) any dividends or other distributions that such holder is entitled pursuant to Section 2.03(e), and the Certificate so surrendered shall forthwith be canceled. No interest will accrue or be paid with respect to any property to be delivered upon surrender of Certificates. (d) In the event any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person claiming such Certificate to be lost, stolen or destroyed and, if required by NBT or the Exchange Agent, the posting by such Person of a transfer of ownership of Company Common Stock bond in customary amount as indemnity against any claim that is not registered may be made against it or the Surviving Corporation with respect to such Certificate, NBT shall cause the Exchange Agent to issue the Merger Consideration deliverable to such Person, and any cash, unpaid dividends or other distributions that would be payable or deliverable to such Person, in the transfer records respect of the Company, a certificate representing the appropriate number of shares of Parent Common Salisbury Stock may be issued to a person other than the person in whose name the Certificate so surrendered is registeredrepresented by such lost, if such Certificate shall be properly endorsed stolen or otherwise be in proper form for transfer and the person requesting such payment shall pay any transfer destroyed Certificate. (e) No dividends or other taxes required by such transfer and by reason of the issuance of shares of Parent Common distributions with respect to NBT Stock to with 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 record date 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 to the holder of any Certificate. The Exchange Agent shall not be entitled to vote or exercise any rights of ownership unsurrendered Certificate with respect to the Parent Common shares of NBT Stock held represented thereby, and no cash payment in lieu of fractional shares shall be paid to any such holder pursuant to subsection (l) below, and all such dividends, other distributions and cash in lieu of fractional shares of NBT Stock shall be paid by it from NBT to the Exchange Agent, in each case until the surrender of such Certificate in accordance with this Section 2.03. Subject to the effect of applicable abandoned property, escheat or similar laws, following surrender of any such Certificate there shall be paid to the Holder of the whole shares of NBT Stock issued in exchange therefor, without interest, (i) at the time to time hereunderof such surrender, except that it shall receive and hold all the amount of dividends or other distributions with a record date after the Effective Time theretofore paid or distributed with respect thereto to such whole shares of NBT Stock and the amount of any cash payable in lieu of a fractional share of NBT Stock to which such holder is entitled pursuant to subsection (l), and (ii) at the appropriate payment date, the amount of dividends or other distributions with a record date after the Effective Time but prior to such surrender and with a payment date subsequent to such surrender payable with respect to such whole shares of NBT Stock. NBT shall make available to the Exchange Agent cash for these purposes, if necessary. (f) Notwithstanding any other provision hereof, no fractional shares of NBT Stock and no certificates or scrip therefor, or other evidence of ownership thereof, will be issued in the Merger; no dividend or distribution by NBT shall relate to such fractional share interests; and such fractional share interests will not entitle the owner thereof to vote or to any other rights as a stockholder of NBT. In lieu of any such fractional shares, NBT shall pay to each holder of a fractional share of NBT Stock an amount of cash (without interest) determined by multiplying the fractional share interest to which such holder would otherwise be entitled by the average of the daily closing prices during the regular session of NBT Stock as reported on NASDAQ for the account five (5) consecutive trading days ending on the third Business Day immediately prior to the Closing Date, rounded to the nearest whole cent (the “NBT Measurement Price”). (g) NBT, in the exercise of persons entitled theretoits reasonable discretion, shall have the right to make all determinations, not inconsistent with the terms of this Agreement, governing (A) the issuance and delivery of shares of NBT Stock into which shares of Salisbury Stock are converted in the Merger and (B) the method of payment of cash in lieu of fractional shares of NBT Stock.

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 the Effective Time, the Exchange Paying Agent shall mail to each holder of record record, as of the Effective Time, of a certificate or certificates (the "Certificates") that certificates, which immediately prior to the Effective Time represented outstanding shares of Company Common Stock Shares (the "Certificates"), 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 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 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 the Merger Consideration for each Share formerly represented by such holder has the right to receive pursuant to the provisions of this Article II, Certificate and the Certificate so surrendered shall forthwith be canceled. In No interest will be paid or accrued on the event of a transfer of ownership of Company Common Stock that is not registered in cash payable upon the transfer records surrender of the Company, a certificate representing Certificates. If payment of 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 2.022.2, 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 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 thereto2.2.

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, 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 "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 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 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 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 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, 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 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 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 an ASARCO Certificate whose shares were converted into the right to receive ASARCO Merger Consideration pursuant to Section 2.013.1(b), (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the ASARCO Certificates shall pass, only upon delivery of the ASARCO Certificates to the Exchange Agent and shall be in such form and have such other provisions as ASARCO and Parent may reasonably specify) ), and (ii) instructions for use in effecting the surrender of the ASARCO Certificates in exchange for the ASARCO Merger Consideration. Upon surrender of a an ASARCO 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 ASARCO Certificate shall be entitled to receive in exchange therefor (i) a certificate representing that number of whole shares of Parent Common Stock (together with cash check in lieu of fractional shares) that the amount equal to the cash, if any, which such holder has the right to receive pursuant to the provisions of this Article IIIII and (ii) a Parent Certificate representing that number of whole shares of Parent Common Stock, if any, which such holder has the right to receive pursuant to the provisions of this Article III, certain dividends or other distributions in accordance with Section 3.2(c) and the cash in lieu of any fractional share in accordance with Section 3.2(e). The ASARCO Certificate so surrendered shall forthwith be canceledcancelled. In the event of a transfer of ownership of Company ASARCO Common Stock that is not registered in the transfer records of ASARCO, the Company, a certificate representing the appropriate number of shares of Parent Common Stock applicable ASARCO Merger Consideration may be issued or paid to a person other than the person in whose name the ASARCO Certificate so surrendered is registered, registered if such ASARCO Certificate shall be properly endorsed or otherwise be in proper form for transfer transfer, and the person requesting such payment issuance shall pay any all transfer or other taxes non-income Taxes required by such transfer and by reason of the issuance of shares of Parent Common Stock ASARCO Merger Consideration to a person other than the registered holder of such ASARCO 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 2.023.2, each ASARCO Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the applicable ASARCO Merger Consideration as contemplated into which the shares of ASARCO Common Stock formerly represented by this such ASARCO Certificate have been converted, certain dividends or other distributions in accordance with Section 2.023.2(c) and cash in lieu of any fractional share in accordance with Section 3.2(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 ASARCO 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 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 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 Uncertificated 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 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 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 (a “Certificate”) or certificates book-entry share (the "Certificates"a “Book-Entry Share”) that immediately prior to the Effective Time represented issued and outstanding shares of Company Common Stock Shares and whose shares were converted 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 shall pass, only upon delivery of the Certificates or Book-Entry Shares to the Exchange Agent Agent, and which shall be in such form and have such other provisions as Parent may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates and 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 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 or Book-Entry Share 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) Shares and/or cash, as applicable, that such holder has the right to receive pursuant to the provisions of this Article IIIII, and the Certificate or Book-Entry Share so surrendered shall forthwith be canceledcancelled. In If any portion of the event of a transfer of ownership of Company Common Stock that Merger Consideration is not 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 other than the person in whose name the applicable surrendered Certificate so surrendered or Book-Entry Share is registered, if it shall be a condition to the registration of such Merger Consideration that the surrendered Certificate shall be properly endorsed or otherwise be in proper form for transfer and the person requesting such payment delivery of the Merger Consideration shall pay to the Exchange Agent any transfer or other taxes required by such transfer and by reason of such registration in the issuance name of shares of Parent Common Stock to a person other than the registered holder of such Certificate or Book-Entry Share or establish to the reasonable satisfaction of Parent the Exchange Agent that such tax has been paid or is not applicable. Until surrendered as contemplated by this Section 2.023.2, each Certificate or Book-Entry Share shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration as contemplated by this Section 2.02Consideration. No interest shall be paid or shall accrue for the benefit of holders of Certificates or Book-Entry Shares on any cash the Merger Consideration payable upon the surrender 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 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 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 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, Parent 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 whose Stock, other than shares were converted into the right to receive Merger Consideration pursuant to be canceled 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, less any required withholding taxes, 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 (as defined below) 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, 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, 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 promptly as reasonably practicable after the Effective Time, and in any event within five business days thereafter, 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 shares of Company Common Stock whose shares of Company Common Stock were converted into the right to receive the Merger Consideration pursuant to Section 2.01, 2.01(a)(i): (i) a letter of transmittal in customary form (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Agent and which shall be in such form and have such other provisions as Parent and the Company may reasonably specifyagree) and (ii) instructions for use in effecting the surrender of surrendering the Certificates (or affidavits of loss in lieu thereof) or Book-Entry Shares in exchange for cash comprising the Merger Consideration. Upon surrender of a Book-Entry Share or 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 completed and validly executed, and and/or such other documents as may be reasonably be required by the Exchange Agent, the holder of such Book-Entry Share or 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) check for the Merger Consideration that such holder has the right is entitled to receive pursuant to the provisions of this Article II, and the Book-Entry Share or 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 check for the appropriate number proper amount of shares of Parent Common Stock may cash comprising the Merger Consideration shall be issued to a person other than the person in whose name the Certificate so surrendered is registered, if if, upon presentation to the Exchange Agent, such Certificate shall be properly endorsed or otherwise be in proper form for transfer and transfer. In such case, the person requesting such payment shall pay amount of any stock transfer or other taxes required by similar Taxes (whether imposed on the registered holder(s), or such other person, or otherwise) payable on account of such issuance or transfer and by reason to such other person shall be deducted from the amount otherwise payable pursuant to the immediately preceding sentence, unless evidence satisfactory to the Exchange Agent of the issuance of shares of Parent Common Stock to a person other than the registered holder payment of such Certificate Taxes, or establish to the satisfaction of Parent that such tax has been paid or exemption therefrom, is not applicablesubmitted. Until surrendered as contemplated by this Section 2.022.02(b), each Book-Entry Share and 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 2.02Consideration. No interest shall will be paid or will accrue on any cash payable upon surrender for the benefit of any Certificate. The Exchange Agent shall not be entitled to vote or exercise any rights holders of ownership with respect to the Parent shares of Company Common Stock held by it from time on the Merger Consideration payable to time hereunder, except that it shall receive and hold all dividends or other distributions paid or distributed with respect thereto for the account holders of persons entitled theretoCompany Common Stock pursuant to this Article II.

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 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.

Exchange Procedures. As soon promptly as reasonably practicable after the Effective Time, but in no event more than 10 days thereafter, Parent shall cause the Exchange Paying Agent shall to 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 (the “Certificates”) whose shares were converted pursuant to Section 2.1(c) into the right to receive the Merger Consideration pursuant to Section 2.01, 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 Paying Agent and shall be in such form and have such other provisions as Parent and the Surviving Corporation may reasonably specify) and ); 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 executed, and such other documents as may reasonably be required executed by the Exchange Agentholder of such Certificate, the holder of such Certificate shall be entitled to receive in exchange therefor a certificate representing that the Merger Consideration (subject to Section 2.2(d) and Section 2.2(e)) multiplied by the number 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 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 CompanyMerger Consideration is to be made to an individual, corporation, limited liability company, or other entity (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 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 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 applicable. Until surrendered as contemplated by this Section 2.022.2(b), each Certificate held by a holder whose Shares were converted pursuant to Section 2.1(c) 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 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 thereto2.2.

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 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, 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 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 proper delivery of the Certificates to the Exchange Paying Agent and which shall be in such the form and have such other customary provisions as Parent and the Surviving Corporation may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for Merger Considerationthe cash (pursuant to Section 2.7) to be received by the holder thereof pursuant to this Agreement. 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 formerly represented by such Certificate, to be mailed within three (together with cash in lieu 3) Business Days of fractional shares) that such holder has the right to receive pursuant to the provisions of this Article IIreceipt thereof, and the 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 Certificates on any cash the Merger Consideration payable upon the surrender of any Certificatethe Certificates. The Exchange Agent At the Effective Time, the stock transfer books of the Company shall not be entitled to vote or exercise any rights closed and thereafter, there shall be no further registration of ownership with respect transfers of shares of Company Common Stock theretofore outstanding on the records of the Company. If Certificates are presented to the Parent Company for transfer following the Effective Time, they shall be canceled against delivery of the Merger Consideration. All cash paid upon conversion of shares of Company Common Stock held by it from time in accordance with the terms of this Article II shall be deemed to time hereunder, except that it shall receive and hold have been paid in full satisfaction of all dividends or other distributions paid or distributed with respect thereto for the account rights pertaining to such shares of persons entitled theretoCompany Common Stock.

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 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 each, a "CertificatesCertificate") that which immediately prior to the Effective Time represented outstanding shares of Company ICI Common Stock whose shares were converted into the right to receive the 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 Paying 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 to the Exchange Paying Agent or to such other agent or agents as may be appointed by Parent and reasonably acceptable to the CompanyICI, together with such letter of transmittal, duly executed, 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 the amount of whole cash into which the shares of Parent ICI 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 ICI Common Stock that which is not registered in the transfer records of the CompanyICI, 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 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 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 the amount of cash, without interest, into which the shares of ICI Common Stock theretofore represented by this such Certificate shall have been converted pursuant to Section 2.022.01. 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 , except 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 theretoextent provided under Article 13.

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 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 (i) Promptly after the CPI Merger Effective Time, the Exchange Agent Parent shall mail cause to be mailed to each Person who was, at the CPI Merger Effective Time, a holder of record of a certificate or certificates (the "Certificates") that immediately prior to the Effective Time represented issued and outstanding shares of Company Common Stock whose shares were converted into the right to receive Merger Consideration pursuant to Section 2.01, CPI Shares (i) a letter of transmittal (which shall specify specifying that delivery shall be effected, and the risk of loss and title to the Certificates each CPI Certificate shall pass, only upon delivery of the Certificates such CPI Certificate (or affidavits of loss in lieu thereof) to the Exchange Agent and shall Paying Agent, such letter of transmittal to be in such form and have such other provisions as Parent and CPI may reasonably specify) agree, and (ii) instructions for use in effecting the surrender of CPI Certificates for payment of the Certificates in exchange for CPI 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 Companyof any CPI Certificate, together with such letter of transmittal, duly executedexecuted and completed in accordance with the instructions thereto, Parent shall promptly cause to be paid to the Person(s) entitled thereto a check or wire transfer of "same day" funds in the amount to which such Person(s) are entitled pursuant to Section 4.1(a), after giving effect to any required tax withholdings. Any such CPI Certificate shall then be canceled. No interest will be paid or will accrue on the amount payable upon the surrender of any CPI Certificate. (ii) Promptly after the Company Merger Effective Time, the Surviving Company shall cause to be mailed to each Person who was, at the Company Merger Effective Time, a holder of record (other than CPI and the other Parent Companies) of issued and outstanding Company Shares (i) a letter of transmittal specifying that delivery shall be effected, and the risk of loss and title to each Company Certificate shall pass, only upon delivery of such Company Certificate (or affidavits of loss in lieu thereof) to the Paying Agent, such letter of transmittal to be in such form and have such other provisions as Parent and the Company may reasonably agree, and (ii) instructions for use in effecting the surrender of Company Certificates for payment of the Company Merger Consideration. Upon surrender to the Paying Agent of any Company Certificate, together with such letter of transmittal, duly executed and completed in accordance with the instructions thereto, and such other documents as may reasonably be required by pursuant to such instructions Parent and/or the Exchange AgentSurviving Company shall promptly cause to be paid to the Person(s) entitled thereto a check in the amount to which such Person(s) are entitled pursuant to Section 4.2(a), after giving effect to any required tax withholdings and such Company Certificate shall then be canceled. No interest will be paid or will accrue on the amount payable upon the surrender of any Company Certificate. (iii) If payment is to be made to a Person other than the registered holder of such the Certificate surrendered, it shall be entitled to receive in exchange therefor a certificate representing condition of such payment 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 that 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 other than the registered holder of such the Certificate surrendered or establish to the satisfaction of Parent the Surviving Stockholder or the Surviving Company (as the case may be), or to the satisfaction of the Paying Agent, that such tax has been paid or is not applicable. Until surrendered . (iv) For the purposes of this Agreement, the term "Person" shall mean any individual, corporation (including not-for-profit), general or limited partnership, limited liability company, joint venture, estate, trust, association, organization, Governmental Entity (as contemplated by this defined in 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 5.1(d)) or accrue on any cash payable upon surrender 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, 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, 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 Cash Merger Shares (the "Certificates"), whose shares Shares were converted pursuant to Section 2.1 into the right to receive the Cash 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 Mergerco and the Company may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for payment of the Cash 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 CompanyMergerco, 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 the Cash Merger Consideration for each Share formerly represented by such holder has the right to receive pursuant to the provisions of this Article II, Certificate 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 Cash 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 Cash 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 2.022.2, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Cash 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 thereto2.2.

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, 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, 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 CTPI Shares 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 Surviving Corporation Common Stock (together with cash in lieu or Surviving Corporation Series B Preferred Stock, as applicable, which the aggregate number of fractional shares) that CTPI 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 of this Article II, and Agreement (with respect to the Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of Company Surviving Corporation Common Stock that as provided in Section 1.10(f) below). 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 its normal exchange practices. If the Merger Consideration (or any portion thereof) 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 delivered to a any person other than the person in whose name the Certificate so certificate or certificates representing CTPI Shares 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 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 has been paid or is not applicable. After the Effective Time, there shall be no further transfer on the records of CTPI or its transfer agent of certificates representing CTPI Shares and if such certificates are presented to CTPI 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 CTPI Shares (other than certificates representing treasury shares to be canceled in accordance with Section 1.9(c) 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 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 thereto1.9.

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 Certificate 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 held by such person 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 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 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 3.01(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 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 registeredregistered if, if upon presentation to the Paying Agent, such Certificate shall be is properly endorsed or otherwise be in proper form for transfer and the person requesting such payment shall pay pays 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 establishes 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 2.023.02(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 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 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------------------- Time but in no event more than three business days thereafter, Parent shall cause the Exchange Paying Agent shall to 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 hereto 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 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 Surviving Corporation 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 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 Agent, the holder of such Certificate shall be entitled to receive in exchange therefor a certificate representing that number the Merger Consideration (subject to subsection (e), below) 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 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 2.022.2, 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 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 thereto2.2.