Common use of Exchange Procedures Clause in Contracts

Exchange Procedures. Promptly after the Effective Time, Purchaser and the Surviving Corporation shall cause to be mailed to each holder of record, as of the Effective Time, of a certificate or certificates, which immediately prior to the Effective Time represented outstanding Shares (the “Certificates”), whose Shares were converted pursuant to Section 1.6(b) hereof into the right to receive the Merger Consideration, 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 Paying Agent and shall be in such form and have such other provisions as Purchaser may reasonably specify) and instructions for use in effecting the surrender of the Certificates in exchange for the Merger Consideration. Upon surrender of a Certificate for cancellation to the Paying Agent or to such other agent or agents as may be appointed by Purchaser, together with such letter of transmittal, properly completed and duly executed in accordance with the instructions thereto, the holder of such Certificate shall be entitled to receive in exchange therefor the Merger Consideration for each Share formerly represented by such Certificate, and the Certificate so surrendered shall forthwith be cancelled. No interest will be paid or accrued on the cash payable upon the surrender of the Certificates. If payment of the Merger Consideration is to be made to a person other than the person in whose name the surrendered Certificate is registered, it shall be a condition of payment that the Certificate so surrendered shall be properly endorsed or shall be otherwise in proper form for transfer and that the person requesting such payment shall have paid all transfer and other Taxes required by reason of the issuance to a person other than the registered holder of the Certificate surrendered or shall have established to the satisfaction of the Surviving Corporation that such Tax either has been paid or is not applicable. Until surrendered as contemplated by this Section 1.7, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive the Merger Consideration for each Share in cash as contemplated by Section 1.6(b) hereof.

Exchange Procedures. Promptly after the Effective Time, Purchaser and the Surviving Corporation shall cause to be mailed to each holder of record, as of the Effective Time, of a certificate or certificates, which immediately prior to the Effective Time represented outstanding Shares (the “Certificates”"CERTIFICATES"), whose Shares were converted pursuant to Section 1.6(b) hereof into the right to receive the Merger Consideration, 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 Paying Agent and shall be in such form and have such other provisions as Purchaser may reasonably specify) and instructions for use in effecting the surrender of the Certificates in exchange for the Merger Consideration. Upon surrender of a Certificate for cancellation to the Paying Agent or to such other agent or agents as may be appointed by Purchaser, together with such letter of transmittal, properly completed and duly executed in accordance with the instructions thereto, the holder of such Certificate shall be entitled to receive in exchange therefor the Merger Consideration for each Share formerly represented by such Certificate, and the Certificate so surrendered shall forthwith be cancelled. No interest will be paid or accrued on the cash payable upon the surrender of the Certificates. If payment of the Merger Consideration is to be made to a person other than the person in whose name the surrendered Certificate is registered, it shall be a condition of payment that the Certificate so surrendered shall be properly endorsed or shall be otherwise in proper form for transfer and that the person requesting such payment shall have paid all transfer and other Taxes required by reason of the issuance to a person other than the registered holder of the Certificate surrendered or shall have established to the satisfaction of the Surviving Corporation that such Tax either has been paid or is not applicable. Until surrendered as contemplated by this Section 1.7, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive the Merger Consideration for each Share in cash as contemplated by Section 1.6(b) hereof.

Exchange Procedures. Promptly As soon as reasonably practicable after the Effective Time, Purchaser and the Surviving Corporation Parent shall cause the Paying Agent to be mailed mail to each holder of record, as record of the Effective Time, shares of a certificate or certificates, which immediately prior to the Effective Time represented outstanding Shares (the “Certificates”), whose Shares were converted pursuant to Section 1.6(b) hereof into the right Company Common Stock entitled to receive the Merger Consideration, Consideration (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 Paying Agent and which shall be in such form and have such contain other provisions as Purchaser Parent may reasonably specify) 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 cancellation to the Paying Agent of such Certificate or to such other agent or agents as may be appointed by PurchaserCertificates, together with such letter of transmittal, properly completed duly executed, and duly executed in accordance with such other documents as may reasonably be required by the instructions theretoPaying Agent, the holder of such Certificate shall be entitled to receive in exchange therefor the Merger Consideration for each Share formerly amount of cash which the number of shares of Company Common Stock previously represented by such CertificateCertificate shall have been converted into the right to receive pursuant to Section 2.01(c), and the Certificate Certificates so surrendered shall forthwith be cancelled. No interest will be paid or accrued on In the cash payable upon event of a transfer of ownership of Company Common Stock which is not registered in the surrender transfer records of the Certificates. If Company, payment of the Merger Consideration is to in accordance with this Section 2.02(b) may be 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 otherwise be otherwise in proper form for transfer and that the person requesting such payment shall have paid all pay any transfer and or other Taxes taxes required by reason of the issuance payment of the Merger Consideration to a person other than the registered holder of the Certificate surrendered such Certificate, or shall have established establish to the reasonable satisfaction of the Surviving Corporation Parent that such Tax either has taxes have been paid or is are not applicable. Until surrendered as contemplated by this Section 1.72.02(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 for each Share in pursuant to the provisions of this Article 2. No interest shall be paid or will accrue on any cash payable to holders of Certificates pursuant to the provisions of this Article 2. As soon as contemplated by reasonably practicable after the Effective Time, Parent shall cause the Paying Agent to make any payments required pursuant to Section 1.6(b) hereof2.01(d).

Exchange Procedures. Promptly As promptly as practicable after the Effective TimeTime (and in any event, Purchaser and the Surviving Corporation within three (3) Business Days thereafter), Parent shall cause the Paying Agent to be mailed mail to each holder of record, as of the Effective Time, record of a certificate or certificatesCertificate, the underlying Shares of which immediately prior to the Effective Time represented outstanding Shares (the “Certificates”), whose Shares were converted pursuant to Section 1.6(b) hereof into the right to receive the Merger Consideration, Consideration at the Effective Time pursuant to this Agreement: (i) a letter of transmittal (transmittal, which shall specify that delivery shall be effected, and risk of loss and title to the Certificates (if any) shall pass, only upon proper delivery of the such Certificates (or effective affidavits of loss in lieu thereof) to the Paying Agent Agent, and shall otherwise be in such customary form and have such other provisions as Purchaser Parent or the Paying Agent may reasonably specify; and (ii) and instructions for use in effecting the surrender of the Certificates (or an affidavit of loss in lieu thereof) in exchange for payment of the Merger Consideration. Upon surrender of a Certificate Certificates (or effective affidavits of loss in lieu thereof) for cancellation to the Paying Agent or to such other agent or agents as may be appointed by PurchaserParent, together with such and upon delivery of a letter of transmittal, properly completed and duly executed and in accordance proper form, with the instructions theretorespect to such Certificates, the holder of such Certificate Certificates shall be entitled to receive receive, and Parent shall cause the Paying Agent to pay and deliver to such holder, in exchange therefor accordance with the letter of transmittal and instructions, the Merger Consideration for each Share formerly represented by such Certificate, and the Certificate Certificates (subject to any withholding of Taxes required by applicable Law as provided in Section 2.02(e)). Any Certificates so surrendered shall forthwith be cancelledcanceled. No interest will be The Merger Consideration paid or accrued on the cash payable upon the surrender for exchange of the Certificates (or an affidavit of loss in lieu thereof) shall be deemed to have been paid in full satisfaction of all rights pertaining to Shares formerly represented by such Certificates. If payment of the Merger Consideration is to be made to a person other than the person in whose name the any surrendered Certificate is registered, it shall be a condition precedent of payment that the Certificate so surrendered shall be properly endorsed or shall be otherwise in proper form for transfer transfer, and that the person requesting such payment shall have paid all any transfer and or other Taxes required by reason of the issuance payment of the Merger Consideration to a person other than the registered holder of the Certificate so surrendered or shall have established to the satisfaction of the Surviving Corporation Paying Agent that such Tax Taxes either has have been paid or are not payable. Any holder of Book-Entry Shares shall not be required to deliver a Certificate or an executed letter of transmittal to the Paying Agent to receive the Merger Consideration that such holder is not applicableentitled to receive pursuant to this Article II. In lieu thereof, each registered holder of one or more Book-Entry Shares shall automatically upon the Effective Time be entitled to receive, and Parent shall cause the Paying Agent to pay and deliver as soon as reasonably practicable after the Effective Time (and in any event, within three (3) Business Days thereafter), the Merger Consideration payable for each such Book-Entry Share. Payment of the Merger Consideration with respect to Book-Entry Shares shall only be made to the person in whose name such Book-Entry Shares are registered. Until surrendered as contemplated by this Section 1.7hereby, each Certificate or Book-Entry Share shall be deemed at any time after the Effective Time to represent only the right to receive the Merger Consideration for each Share in cash as contemplated by Section 1.6(b) hereofthis Agreement. No interest shall be paid or shall accrue on any cash payable to holders of Certificates or Book-Entry Shares pursuant to the provisions of this Article II.

Exchange Procedures. Promptly after the Effective Time, Purchaser and the Surviving Corporation Parent shall cause the Exchange Agent to be mailed mail to each holder of record, as record of the Effective Time, of (i) a certificate or certificates, certificates which immediately prior to the Effective Time represented outstanding Shares shares of Company Common Stock (the “Certificates”) or (ii) uncertificated shares of Company Common Stock (the “Uncertificated Shares”), whose Shares in each case, which at the Effective Time were converted pursuant to Section 1.6(b) hereof into the right to receive the Merger ConsiderationConsideration pursuant to Section 3.1 hereof, (A) a letter of transmittal (which which, in the case of Certificates, 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 Paying Exchange Agent and shall be in such form and have such other provisions as Purchaser Parent may reasonably specify) and (B) instructions for use in effecting the surrender of the Certificates or Uncertificated Shares in exchange for the Merger Consideration. Upon (1) surrender of a Certificate Certificates for cancellation to the Paying Exchange Agent or to such other agent or agents as may be appointed by PurchaserParent, together with such letter of transmittal, properly duly completed and duly validly executed in accordance with the instructions theretothereto or (2) or receipt of an “agent’s message” by the Exchange Agent (or such other evidence, if any, of transfer as the Exchange Agent may reasonably request) in the case of a book-entry transfer of Uncertificated Shares, and such other documents as may reasonably be required by the Exchange Agent, the holder of such Certificate Certificates or Uncertificated Shares shall be entitled to receive in exchange therefor the portion of the Merger Consideration for each Share formerly represented by to which such Certificateholder is entitled pursuant to Section 3.1, and the Certificate any Certificates so surrendered shall forthwith be cancelled. No interest will be paid or accrued on the cash payable upon the surrender of the Certificates. If payment any portion of the Merger Consideration is to be made paid to a person Person other than the person Person in whose name the surrendered Certificate or the transferred Uncertificated Share is registered, it shall be a condition of to such payment that the (I) either such Certificate so surrendered shall be properly endorsed or shall otherwise be otherwise in proper form for transfer or such Uncertificated Share shall be properly transferred and that (II) the person Person requesting such payment shall have paid all pay to the Exchange Agent any transfer and or other Taxes required by reason as a result of the issuance such payment to a person Person other than the registered holder of the such Certificate surrendered or shall have established Uncertificated Share or establish to the satisfaction of the Surviving Corporation Parent that such Tax either has been paid or is not applicablepayable. Until surrendered as contemplated by this Section 1.73.2(b), each Certificate or Uncertificated Share shall be deemed at any time after the Effective Time to represent only the right to receive the Merger Consideration for each Share in cash as contemplated by Section 1.6(b) hereofupon such surrender.

Exchange Procedures. Promptly after the Effective Time, Purchaser and the Surviving Corporation Parent shall cause the Paying Agent to be mailed mail to each holder of record, as of the Effective Time, record of a certificate Certificate or certificatesa Book-Entry Share, which immediately prior to the Effective Time represented outstanding Shares (the “Certificates”)Shares, whose Shares were converted pursuant to Section 1.6(b2.1(c) hereof into the right to receive the Merger Consideration, Consideration (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates or Book-Entry Shares, as applicable, shall pass, only upon proper delivery of the Certificates (or affidavits of loss of such Certificates) or Book-Entry Shares to the Paying Agent and shall be in such form and have such other provisions as Purchaser Parent and the Company may reasonably specifyagree upon prior to the Effective Time); and (ii) and instructions for use in effecting the surrender of the Certificates or Book-Entry Shares in exchange for payment of the Merger Consideration. Upon surrender of a Certificate or Book-Entry Share, as applicable, for cancellation to the Paying Agent or to such other agent or agents as may be appointed by PurchaserParent, together with such letter of transmittal, duly executed and properly completed and duly executed in accordance with such other documents as may be reasonably requested by the instructions theretoPaying Agent, the holder of such Certificate or Book-Entry Share shall be entitled to receive in exchange therefor the Merger Consideration for each Share Share, formerly represented by such CertificateCertificate or Book-Entry Share, and the Certificate or Book-Entry Share so surrendered shall forthwith be cancelled. No interest will be paid or accrued on the cash payable upon the surrender of the Certificates. If payment of the Merger Consideration is to be made to a person other than the person in whose name the surrendered Certificate is registered, it shall be a condition of payment that the Certificate so surrendered shall be properly endorsed or shall be otherwise in proper form for transfer and that the person requesting such payment shall have paid all transfer and other Taxes required by reason of the issuance to a person other than the registered holder of the Certificate surrendered or shall have established to the satisfaction of the Surviving Corporation that such Tax either has been paid or is not applicable. Until surrendered as contemplated by this Section 1.72.2, each Certificate or Book-Entry Share, as applicable, shall be deemed at any time after the Effective Time to represent only the right to receive the Merger Consideration for each Share in cash as contemplated by this Section 1.6(b) hereof2.2, without interest thereon, and shall not evidence any interest in, or any right to exercise the rights of a shareholder or other equity holder of, the Company or the Surviving Corporation.

Exchange Procedures. Promptly after the Effective Time, Purchaser and the Surviving Corporation Parent shall cause the Exchange Agent to be mailed mail to each holder of record, as record of the Effective Time, of (i) a certificate or certificates, which certificates that immediately prior to the Effective Time represented outstanding Shares shares of Company Common Stock (the “Certificates”) or (ii) uncertificated shares of Company Common Stock represented by book-entry (the “Uncertificated Shares”), whose Shares in each case, which at the Effective Time were converted pursuant to Section 1.6(b) hereof into the right to receive the Merger ConsiderationConsideration pursuant to Section 3.1, (A) a letter of transmittal (which which, in the case of the Certificates, 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 Paying Exchange Agent and shall be in such form and have such other provisions as Purchaser Parent may reasonably specify) and (B) instructions for use in effecting the surrender of the Certificates or Uncertificated Shares in exchange for the Merger Consideration. Upon (1) surrender of a Certificate the Certificates for cancellation to the Paying Exchange Agent or to receipt of an “agent’s message” by the Exchange Agent (or such other agent or agents evidence, if any, of transfer as the Exchange Agent may be appointed by Purchaserreasonably request) in the case of a book-entry transfer of Uncertificated Shares, together with such letter of transmittal, properly duly completed and duly validly executed in accordance with the instructions theretothereto and (2) such other documents as may reasonably be required by the Exchange Agent, the holder of such Certificate Certificates or Uncertificated Shares shall be entitled to receive in exchange therefor the portion of the Merger Consideration for each Share formerly represented by to which such Certificateholder is entitled pursuant to Section 3.1, and the Certificate any Certificates so surrendered shall forthwith be cancelled. No interest will be paid or accrued on the cash payable upon the surrender of the Certificates. If payment any portion of the Merger Consideration is to be made paid to a person Person, other than the person Person in whose name the surrendered Certificate or the transferred Uncertificated Share is registered, it shall be a condition of to such payment that the (I) either such Certificate so surrendered shall be properly endorsed or shall otherwise be otherwise in proper form for transfer or such Uncertificated Share shall be properly transferred and that (II) the person Person requesting such payment shall have paid all pay to the Exchange Agent any transfer and or other Taxes required by reason as a result of the issuance such payment to a person Person other than the registered holder of the such Certificate surrendered or shall have established Uncertificated Share or establish to the satisfaction of the Surviving Corporation Parent that such Tax either has been paid or is not applicablepayable. Until surrendered as contemplated by this Section 1.73.2(b), each Certificate or Uncertificated Share shall be deemed at any time after the Effective Time to represent only the right to receive the Merger Consideration for each Share in cash as contemplated by Section 1.6(b) hereofupon such surrender.

Exchange Procedures. Promptly after (i) After the Effective TimeTime of the Merger, Purchaser and the Surviving Corporation shall cause to be mailed to each holder of recordan outstanding Certificate or Certificates shall, as of the Effective Time, of a certificate or certificates, which immediately prior upon surrender to the Effective Time represented outstanding Shares (the “Certificates”), whose Shares were converted pursuant to Section 1.6(b) hereof into the right to receive the Merger Consideration, 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 Paying Exchange Agent and shall be in such form and have such other provisions as Purchaser may reasonably specify) and instructions for use in effecting the surrender of the Certificates in exchange for the Merger Consideration. Upon surrender of a Certificate for cancellation to the Paying Agent or to such other agent or agents as may be appointed by Purchaser, together with such letter of transmittal, properly completed and duly executed in accordance with the instructions thereto, the holder of such Certificate shall or Certificates and acceptance thereof by the Exchange Agent, be entitled to receive in exchange therefor the Merger Consideration for each Share formerly represented by amount of cash into which such CertificateCertificate or Certificates surrendered shall have been converted pursuant to this Agreement. (i) After the Effective Time of the Merger, there shall be no further transfer on the records of the Company or its transfer agent of Certificates, and if Certificates are presented to the Certificate so surrendered Company for transfer, they shall forthwith be cancelled. No interest will be paid or accrued on the cash payable upon the surrender canceled against delivery of the Certificatescash. If payment of the Merger Consideration is to be made remitted to a person name other than that in which the person in whose name the Certificate surrendered Certificate for exchange is registered, it shall be a condition of payment such exchange that the Certificate so surrendered shall be properly endorsed endorsed, with signature guaranteed, or shall be otherwise in proper form for transfer and that the person requesting such payment exchange shall have paid all pay to the Company or its transfer and agent any transfer or other Taxes taxes required by reason of the issuance to a person other than the registered holder of the Certificate surrendered or shall have established establish to the satisfaction of the Surviving Corporation Company or its transfer agent that such Tax either tax has been paid or is not applicable. Until surrendered as contemplated by this Section 1.73.3(b), each Certificate shall be deemed at any time after the Effective Time of the Merger to represent only the right to receive upon such surrender the Merger Consideration for each Share in cash applicable thereto as contemplated by Section 1.6(b3.1. From and after the Effective Time, the holders of Certificates evidencing ownership of the shares outstanding immediately prior to the Effective Time shall cease to have any rights with respect to such shares, except as otherwise provided for herein or by applicable law. No interest will be paid or will accrue on any cash payable as Merger Consideration or in lieu of any fractional shares of Company Common Stock. The right of any stockholder to receive the Merger Consideration shall be subject to reduction to reflect any applicable withholding obligation for Taxes. (ii) hereof.In the event that 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 Buyer, the posting by such person of a bond in such amount as Buyer may direct as indemnity against any claim that may be made against it with respect to such Certificate, or the provision of other reasonable assurances requested by Buyer, 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. 7

Exchange Procedures. Promptly As soon as reasonably practicable after the Effective Time, Purchaser and the Surviving Corporation Paying Agent shall cause to be mailed mail to each holder of record, as of the Effective Time, record of a certificate or certificates, certificates which immediately prior to the Effective Time represented outstanding Shares shares of Company Common Stock (the “"Certificates”"), whose Shares shares were converted pursuant to Section 1.6(b2.6(a) hereof into the right to receive the Merger Consideration, 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 proper delivery of the Certificates to the Paying Agent and shall be in such form and have such other provisions as Purchaser 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 cancellation to the Paying Agent or to such other agent or agents as may be appointed by PurchaserParent, together with such letter of transmittal, properly duly completed and duly validly executed in accordance with the instructions thereto, the holder of such Certificate shall be entitled to receive in exchange therefor the Merger Consideration for each Share share formerly represented by such Certificate, Certificate and the Certificate so surrendered shall forthwith be cancelled. No interest will be paid or accrued on the cash payable upon the surrender of the Certificates. If payment of the Merger Consideration is to be made to a person other than the person in whose name the surrendered Certificate is registered, it shall be a condition of payment that the Certificate so surrendered shall be properly endorsed or shall be otherwise in proper form for transfer and that the person requesting such payment shall have paid all any transfer and other Taxes required by reason of the issuance payment of the Merger Consideration to a person other than the registered holder of the Certificate surrendered or shall have established to the satisfaction of the Surviving Corporation that such Tax tax either has been paid or is not applicable. Until surrendered as contemplated by this Section 1.72.7, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive the Merger Consideration for each Share in cash cash, without interest, as contemplated by this Section 1.6(b) hereof2.7. The right of any stockholder to receive the Merger Consideration shall be subject to and reduced by any applicable withholding Tax obligation.

Exchange Procedures. Promptly As soon as reasonably practicable (and in any event within five (5) Business Days) after the Effective Time, Purchaser and the Surviving Corporation Parent shall cause the Exchange Agent to be mailed mail to each Person who was a holder of record, as record of Shares immediately prior to the Effective Time, whose Shares were converted into the right to receive the Merger Consideration pursuant to Section 2.5, (i) the form of a certificate or certificates, which letter of transmittal for use in effecting the surrender of stock certificates that immediately prior to the Effective Time represented outstanding Shares (the “Certificates”), whose Shares were converted pursuant to Section 1.6(b) hereof into the right to receive the Merger Considerationeach, a letter of transmittal "Certificate") or non-certificated Shares represented by Book-Entry ("Book-Entry Shares") (which transmittal letter 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 Paying Agent and shall be in such form and have such other provisions as Purchaser may reasonably specifyExchange Agent) and (ii) instructions for use in effecting the surrender of surrendering the Certificates or Book-Entry Shares in exchange for the Merger Consideration. Upon surrender of a Certificate or a Book-Entry Share for cancellation to the Paying Agent or to such other agent or agents as may be appointed by PurchaserExchange Agent, together with such letter of transmittal, properly completed duly executed, and duly executed in accordance with such other documents as may reasonably be required by the instructions theretoExchange Agent, the holder of such Certificate or Book-Entry Share shall be entitled to receive paid promptly in exchange therefor therefor, and Parent shall cause the Exchange Agent to pay to such holder, the Merger Consideration for each Share formerly in respect of the Shares previously represented by such CertificateCertificate or Book-Entry Share, and the Certificate or Book-Entry Shares so surrendered shall forthwith be cancelledcanceled. No interest will be paid or accrued on In the cash payable upon event of a transfer of ownership of Shares that is not registered in the surrender transfer records of the Certificates. If Company, payment of the Merger Consideration is to may be 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 the Certificate so surrendered is registered if such Certificate shall be properly endorsed or shall otherwise be otherwise in proper form for transfer and that the person Person requesting such payment issuance shall have paid all pay any transfer and or other Taxes required by reason of the issuance payment to a person Person other than the registered holder of the such Certificate surrendered or shall have established establish to the satisfaction of the Surviving Corporation Parent that such Tax either has been paid or is not applicable. Until surrendered as contemplated by this Section 1.7, each Each Certificate and Book-Entry Share shall be deemed at any time all times from and after the Effective Time to represent only the right to receive upon surrender in accordance with this Section 2.7 the Merger Consideration for each Share in respect of the Shares previously represented by such Certificate or Book-Entry Share. No interest shall be paid or shall accrue on any cash as contemplated by Section 1.6(b) hereofpayable to holders of Certificates or Book Entry Shares pursuant to the provisions of this Article 2.

Exchange Procedures. Promptly As soon as practicable after the Effective ------------------- Time, Purchaser and the Surviving Corporation Paying Agent shall cause to be mailed mail to each holder of record, as of the Effective Time, record of a certificate Certificate, other than Parent, the Company and any Subsidiary of Parent or certificatesthe Company, which immediately prior to the Effective Time represented outstanding Shares (the “Certificates”), whose Shares were converted pursuant to Section 1.6(bi) hereof into the right to receive the Merger Consideration, 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 actual delivery of the Certificates to the Paying Agent and shall be in such a form and have such other provisions as Purchaser 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 cancellation to the Paying Agent or to such other agent or agents as may be appointed by Purchaserthe Surviving Corporation, together with such letter of transmittal, properly completed duly executed, and duly executed in accordance with such other documents as may reasonably be required by the instructions theretoPaying Agent, the holder of such Certificate shall be entitled to receive in exchange therefor the Merger Consideration for each Share formerly represented by such Certificate, and the Certificate Certificates so surrendered shall forthwith be cancelled. No interest will be paid or accrued will accrue on the cash payable upon the surrender of the Certificatesany Certificate. If payment of the Merger Consideration is to be made to a person other than the person in whose name the Certificate so surrendered Certificate is registered, it shall be a condition of payment that the such Certificate so surrendered shall be properly endorsed or shall be otherwise in proper form for transfer and that the person requesting such payment shall have paid all pay any transfer and or other Taxes taxes required by reason of the issuance to a person other than the registered holder of the such Certificate surrendered or shall have established establish to the satisfaction of the Surviving Corporation that such Tax either tax has been paid or is not applicable. Until surrendered as contemplated by this Section 1.72.7, each Certificate (other than Certificates representing Dissenting Company Common Shares and Certificates representing any shares of Common Stock 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 the Merger Consideration Consideration, without interest, into which the shares of Common Stock theretofore represented by such Certificate shall have been converted pursuant to Section 2.6. Notwithstanding the foregoing, neither the Paying Agent nor any party hereto shall be liable to a former stockholder of the Company for each Share in any cash as contemplated or interest delivered to a public official pursuant to applicable abandoned property, escheat or similar laws. Any portion of the Exchange Fund that remains unclaimed by Section 1.6(b) hereofthe stockholders of the Company for one year after the Effective Time shall be repaid to the Surviving Corporation. Any stockholders of the Company who have not theretofore complied with Article II hereof shall thereafter look only to the Surviving Corporation and Parent for payment of their claim for the Merger Consideration, without any interest thereon.

Exchange Procedures. Promptly As soon as practicable after the Effective Time, Purchaser and the Surviving Corporation Paying Agent shall cause to be mailed mail to each holder of record, as of the Effective Time, record of a certificate or certificatesCertificate, which immediately prior to other than Investor and the Effective Time represented outstanding Shares Company, (the “Certificates”), whose Shares were converted pursuant to Section 1.6(bi) hereof into the right to receive the Merger Consideration, 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 actual delivery of the Certificates to the Paying Agent and shall be in such a form and have such other provisions as Purchaser Investor 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 (or delivery of such customary affidavits and indemnities with respect to a lost certificate which the Paying Agent and/or the Company's transfer agent may reasonably require) for cancellation to the Paying Agent or to such other agent or agents as may be appointed by Purchaserthe Surviving Corporation, together with such letter of transmittal, properly completed duly executed, and duly executed in accordance with such other documents as may reasonably be required by the instructions theretoPaying Agent, the holder of such Certificate shall be entitled to receive in exchange therefor the Merger Consideration for each Share formerly amount of cash into which the Shares theretofore represented by such CertificateCertificate shall have been converted pursuant to Section 3.1, and the Certificate Certificates so surrendered shall forthwith be cancelledcanceled. No interest will be paid or accrued will accrue on the cash payable upon the surrender of the Certificatesany Certificate. If payment of the Merger Consideration is to be made to a person other than the person in whose name the Certificate so surrendered Certificate is registered, it shall be a condition of payment that the such Certificate so surrendered shall be properly endorsed or shall be otherwise in proper form for transfer and that the person requesting such payment shall have paid all pay any transfer and or other Taxes taxes required by reason of the issuance to a person other than the registered holder of the such Certificate surrendered or shall have established establish to the satisfaction of the Surviving Corporation that such Tax either tax has been paid or is not applicable. Until surrendered as contemplated by this Section 1.73.2, each Certificate (other than Certificates representing Dissenting Company Shares and Certificates representing any Shares held in the treasury of the Company) shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration amount of cash, without interest, into which the Shares theretofore represented by such Certificate shall have been converted pursuant to Section 3.1. If any Certificate shall not have been surrendered prior to three years after the Effective Time (or immediately prior to such time on which any payment in respect hereof would otherwise escheat or become the property of any governmental unit or agency), the payment in respect of such Certificate shall, to the extent permitted by applicable law, become the property of the Surviving Corporation, free and clear of all claims or interest of any person previously entitled thereto. Notwithstanding the foregoing, none of the Paying Agent, the Surviving Corporation or any party hereto shall be liable to any former stockholder of the Company for each Share in any cash as contemplated by Section 1.6(b) hereofor interest delivered to a public official pursuant to applicable abandoned property, escheat or similar laws.

Exchange Procedures. Promptly As soon as reasonably practicable after the Effective Time, Purchaser and with the Surviving Corporation Company using its reasonable best efforts to cause the paying Agent to do so within three business days thereafter, the Paying Agent shall cause to be mailed mail to each holder of record, as of the Effective Time, record of a certificate or certificates, which immediately prior to the Effective Time represented outstanding Shares (the “"Certificates”"), whose Shares were converted pursuant to Section 1.6(b) hereof 2.1 into the right to receive 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 proper delivery of the Certificates to the Paying Agent and shall be in such form and have such other provisions as Purchaser 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 cancellation to the Paying Agent or to such other agent or agents as may be appointed by PurchaserParent, together with such letter of transmittal, properly duly completed and duly executed in accordance with validly executed, and such other documents as may be required pursuant to the instructions thereto, the holder of such Certificate shall be entitled to receive in exchange therefor the Merger Consideration for each Share formerly represented by such Certificate, Certificate and the Certificate so surrendered shall forthwith be cancelled. No interest will be paid or accrued on the cash payable upon the surrender of the Certificatescanceled. If payment of the Merger Consideration is to be made to a person other than the person in whose name the surrendered Certificate is registered, it shall be a condition of payment that the Certificate so surrendered shall be properly endorsed or shall be otherwise in proper form for transfer and that the person requesting such payment shall have paid all any transfer and other Taxes taxes required by reason of the issuance payment of the Merger Consideration to a person other than the registered holder of the Certificate surrendered or shall have established to the satisfaction of the Surviving Corporation that such Tax tax either has been paid or is not applicable. Until surrendered as contemplated by this Section 1.7Article II, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive the Merger Consideration for each Share in cash as contemplated by Section 1.6(b) hereofthis Article II. No interest shall be paid or accrued for the benefit of holders of the Certificates on the Merger Consideration payable upon the surrender of the Certificates.

Exchange Procedures. Promptly Parent shall instruct the Paying Agent to, ------------------- as soon as reasonably practicable after the Effective TimeTime but in no event more than three business days thereafter, Purchaser and the Surviving Corporation shall cause to be mailed mail to each holder of record, as of the Effective Time, record of a certificate or certificatescertificate, which immediately prior to before the Effective Time represented outstanding Shares shares of Company Common Stock (a "CERTIFICATE," or, collectively, the “Certificates”"CERTIFICATES"), whose Shares shares were converted pursuant to Section 1.6(b) hereof 2.1 hereto into the right to receive the Merger Consideration, 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 proper delivery of the Certificates to the Paying Agent and shall be in such form and have such other provisions as Purchaser 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 cancellation to the Paying Agent or to such other agent or agents as may be appointed by PurchaserParent, together with such letter of transmittal, properly completed and duly executed in accordance with the instructions theretoexecuted, the holder of such Certificate shall be entitled to receive in exchange therefor the Merger Consideration payable for each Share share of Company Common Stock formerly represented by such Certificate, Certificate and the Certificate so surrendered shall forthwith be cancelled. No interest will be paid or accrued on the cash payable upon the surrender of the Certificates. If payment of the Merger Consideration is to be made to a person other than the person in whose name the surrendered Certificate is registered, it shall be a condition of payment that the Certificate so surrendered shall be properly endorsed or shall be otherwise in proper form for transfer and that the person requesting such payment shall have paid all any transfer and other Taxes taxes required by reason of the issuance payment of the Merger Consideration to a person other than the registered holder of the Certificate surrendered or shall have established to the satisfaction of the Surviving Corporation that such Tax tax either has been paid or is not applicable. Until surrendered as contemplated by this Section 1.72.2, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive the Merger Consideration for each Share in cash as contemplated by this Section 1.6(b) hereof2.2. No interest will be paid or accrue on the cash payable upon the surrender of any Certificate.

Exchange Procedures. Promptly after the Effective Time, Purchaser and the Surviving Corporation shall cause to be mailed to each holder of record, as of the Effective Time, of a certificate or certificates, which immediately prior to the Effective Time represented outstanding Shares (the “Certificates”), whose Shares were converted pursuant to Section 1.6(b) hereof into the right to receive the Merger Consideration, 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 Paying Agent and shall be in such form and have such other provisions as Purchaser may reasonably specify) and instructions for use in effecting the surrender of the Certificates in exchange for the Merger Consideration. Upon surrender of a Certificate for cancellation to the Paying Agent or to such other agent or agents as may be appointed by PurchaserExchange Agent, together with such letter of transmittal, properly completed duly executed, and duly executed in accordance with such other documents as may reasonably be required by the instructions theretoExchange Agent, the holder of such Certificate shall be entitled to receive in exchange therefor therefor: (i) an Acquiror Certificate representing that number of whole Acquiror Common Shares which such holder has the Merger right to receive pursuant to the provisions of this Article II, (ii) a check payable to the order of such holder representing payment of certain dividends or other distributions in accordance with Section 2.2(d), (iii) a check payable to the order of such holder representing payment of the Cash Consideration for each share of Target Common Stock evidenced by the Certificate surrendered and (iv) a check payable to the order of such holder representing payment of cash in lieu of any fractional Acquiror Common Share formerly represented by such Certificatein accordance with Section 2.2(f), and the Certificate so surrendered shall forthwith be cancelledcanceled. No interest will In the event of a transfer of ownership of Target Common Stock which is not registered in the transfer records of Target, an Acquiror Certificate and cash may be issued and paid or accrued on the cash payable upon the surrender of the Certificates. If payment of the Merger Consideration is to be made to a person other than the person in whose name the surrendered Certificate is registered, it shall be a condition of payment that the Certificate so surrendered is registered if such Certificate shall be properly endorsed or shall otherwise be otherwise in proper form for transfer and that the person requesting such payment issuance shall have paid all pay any transfer and or other Taxes nonincome taxes required by reason of the issuance of Acquiror Common Shares to a person other than the registered holder of the such Certificate surrendered or shall have established establish to the satisfaction of the Surviving Corporation Acquiror that such Tax either tax has been paid or is not applicable. Until surrendered as contemplated by this Section 1.72.2, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive receive, upon such surrender, Acquiror Certificates representing the Merger Consideration for each number of whole Acquiror Common Shares into which the shares of Target Common Stock formerly represented by such Certificate have been converted, the Cash Consideration, certain dividends or other distributions in accordance with Section 2.2(d) and cash in lieu of any fractional Acquiror Common Share in accordance with Section 2.2(f). No interest will be paid or will accrue on any cash as contemplated by Section 1.6(b) hereofpayable to holders of Certificates pursuant to the provisions of this Article II.

Exchange Procedures. Promptly after the Effective Time, Purchaser and the Surviving Corporation shall cause to be mailed to each holder of record, as of the Effective Time, of a certificate or certificates, which immediately prior to the Effective Time represented outstanding Shares (the “"Certificates”"), whose Shares were converted pursuant to Section 1.6(b) hereof into the right to receive the Merger Consideration, 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 Paying Agent and shall be in such form and have such other provisions as Purchaser may reasonably specify) and instructions for use in effecting the surrender of the Certificates in exchange for the Merger Consideration. Upon surrender of a Certificate for cancellation to the Paying Agent or to such other agent or agents as may be appointed by Purchaser, together with such letter of transmittal, properly completed and duly executed in accordance with the instructions thereto, the holder of such Certificate shall be entitled to receive in exchange therefor the Merger Consideration for each Share formerly represented by such Certificate, and the Certificate so surrendered shall forthwith be cancelled. No interest will be paid or accrued on the cash payable upon the surrender of the Certificates. If payment of the Merger Consideration is to be made to a person other than the person in whose name the surrendered Certificate is registered, it shall be a condition of payment that the Certificate so surrendered shall be properly endorsed or shall be otherwise in proper form for transfer and that the person requesting such payment shall have paid all transfer and other Taxes required by reason of the issuance to a person other than the registered holder of the Certificate surrendered or shall have established to the satisfaction of the Surviving Corporation that such Tax either has been paid or is not applicable. Until surrendered as contemplated by this Section 1.7, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive the Merger Consideration for each Share in cash as contemplated by Section 1.6(b) hereof.

Exchange Procedures. Promptly after the Effective Time, Purchaser and the Surviving Corporation Paying Agent shall cause to be mailed mail to each holder of record, as of the Effective Time, record of a certificate Certificate or certificatesa Book-Entry Share, which immediately prior to the Effective Time represented outstanding Shares (the “Certificates”)Shares, whose Shares were converted pursuant to Section 1.6(b2.1(c) hereof into the right to receive the Merger Consideration, Consideration (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates or Book-Entry Shares, as applicable, shall pass, only upon proper delivery of the Certificates or Book-Entry Shares to the Paying Agent and shall be in such form and have such other provisions as Purchaser Parent may reasonably specify); and (ii) and instructions for use in effecting the surrender of the Certificates or Book-Entry Shares in exchange for payment of the Merger Consideration. Upon surrender of a Certificate or Book-Entry Share, as applicable, for cancellation to the Paying Agent or to such other agent or agents as may be appointed by PurchaserParent, together with such letter of transmittal, duly executed and properly completed and duly executed in accordance with such other documents as may be reasonably requested by the instructions theretoPaying Agent, the holder of such Certificate or Book-Entry Share shall be entitled to receive in exchange therefor the Merger Consideration for each Share Share, formerly represented by such CertificateCertificate or Book-Entry Share, and the Certificate or Book-Entry Share so surrendered shall forthwith be cancelled. No interest will be paid or accrued on the cash payable upon the surrender of the Certificates. If payment of the Merger Consideration is to be made to a person other than the person in whose name the surrendered Certificate is registered, it shall be a condition of payment that the Certificate so surrendered shall be properly endorsed or shall be otherwise in proper form for transfer and that the person requesting such payment shall have paid all transfer and other Taxes required by reason of the issuance to a person other than the registered holder of the Certificate surrendered or shall have established to the satisfaction of the Surviving Corporation that such Tax either has been paid or is not applicable. Until surrendered as contemplated by this Section 1.72.2, each Certificate or Book-Entry Share, as applicable, shall be deemed at any time after the Effective Time to represent only the right to receive the Merger Consideration for each Share in cash as contemplated by this Section 1.6(b) hereof2.2, without interest thereon, and shall not evidence any interest in, or any right to exercise the rights of a stockholder or other equity holder of, the Company or the Surviving Corporation.

Exchange Procedures. Promptly As promptly as practicable after the ------------------- Effective TimeTime but in no event more than ten (10) days thereafter, Purchaser and the Surviving Corporation Parent shall cause the Paying Agent to be mailed mail to each holder of record, as of the Effective Time, record of a certificate or certificates, which immediately prior to the Effective Time represented outstanding Shares shares of Company Common Stock (the “"Certificates”"), whose Shares shares were converted pursuant to Section 1.6(b2.1(c) hereof into the right to receive 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 proper delivery of the Certificates to the Paying Agent and shall be in such form and have such other provisions as Purchaser 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 cancellation to the Paying Agent or to such other agent or agents as may be appointed by PurchaserAgent, together with such letter of transmittal, properly completed and duly executed in accordance with the instructions theretoexecuted, the holder of such Certificate shall be entitled to receive in exchange therefor the Merger Consideration (subject to subsection (e), below) for each Share share of Company Common Stock formerly represented by such Certificate, Certificate and the Certificate so surrendered shall forthwith be cancelled. No interest will be paid or accrued on the cash payable upon the surrender of the Certificatescanceled. If payment of the Merger Consideration is to be made to a person other than the person in whose name the surrendered Certificate is registered, it shall be a condition of payment that the Certificate so surrendered shall be properly endorsed or shall be otherwise in proper form for transfer and that the person requesting such payment shall have paid all any transfer and other Taxes taxes required by reason of the issuance payment of the Merger Consideration to a person other than the registered holder of the Certificate surrendered or shall have established to the satisfaction of the Surviving Corporation that such Tax tax either has been paid or is not applicable. Until surrendered as contemplated by this Section 1.72.2, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive the Merger Consideration for each Share in cash as contemplated by this Section 1.6(b) hereof2.2.

Exchange Procedures. Promptly (a) Prior to the Effective Time, the Company and Parent jointly shall select a bank or trust company to act as exchange agent in the Merger (the "EXCHANGE AGENT"). (b) As soon as reasonably practicable after the Effective Time, Purchaser and Parent shall mail or cause the Surviving Corporation shall cause Exchange Agent to be mailed mail to each holder of record, as of the Effective Time, of a certificate or certificates, which immediately prior record entitled to the Effective Time represented outstanding Shares (the “Certificates”), whose Shares were converted pursuant to Section 1.6(b) hereof into the right to receive the Merger Consideration, (i) a form of letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates certificates which immediately prior to the Effective Time represented outstanding Shares (the "CERTIFICATES") shall pass, only upon proper delivery of the Certificates to the Paying Agent Surviving Corporation, and shall be in such form and have such other provisions as Purchaser the Surviving Corporation reasonably may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for consideration provided in SECTION 3.01 (the Merger Consideration"MERGER CONSIDERATION") to which such holder is entitled. Upon the proper surrender of a Certificate for cancellation to the Paying Agent or to such other agent or agents as may be appointed by PurchaserExchange Agent, together with such letter of transmittal, properly completed transmittal and duly executed in accordance with the instructions theretoany additional documentation as Parent may reasonably require, the holder of such Certificate shall be entitled to receive in exchange therefor the Merger Consideration for each Share formerly represented by such CertificateConsideration, together with all undelivered dividends or distributions in respect of the shares of Parent Common Stock so issuable (without interest thereon), and the Certificate so surrendered shall forthwith be cancelled. No interest will be paid or accrued on the cash payable upon the surrender of the Certificatescanceled. If payment of the any Merger Consideration is to be made paid to a person other than the person in whose name the surrendered Certificate is registered, it shall be a condition of payment of such Merger Consideration that the Certificate so surrendered shall be properly promptly endorsed or shall be otherwise in proper form for transfer and that the person requesting such payment shall have paid all pay any transfer and or other Taxes taxes required by reason of the issuance payment to a person other than the registered holder of the surrendered Certificate surrendered or shall have established to the satisfaction of the Surviving Corporation Parent that such Tax either tax has been paid or is not applicable. . (c) Until surrendered as contemplated by in accordance with the provisions of this Section 1.7SECTION 3.04, from and after the Effective Time, each Certificate (other than Certificates representing Excluded Shares) shall be deemed at any time after the Effective Time to represent for all purposes only the right to receive receive, upon such surrender, the Merger Consideration into which the Shares represented by such Certificates shall have been converted pursuant to SECTION 3.01, and shall cease to have any rights with respect to the shares of Company Common Stock formerly represented thereby, except as otherwise provided herein or by law. (d) Notwithstanding the foregoing, none of Parent, the Surviving Corporation or the Exchange Agent shall be liable to any person in respect of retained Company Common Stock (or dividends or distributions with respect thereto) for each Share in cash as contemplated by Section 1.6(b) hereofany amount delivered to a public official pursuant to applicable abandoned property, escheat or similar laws.

Exchange Procedures. Promptly As soon as reasonably practicable after the Effective Time of the Merger (but in any event within three Business Days after the Effective Time), Purchaser and the Surviving Corporation shall cause the Exchange Agent to be mailed mail to each holder of record, as of the Effective Time, record of a certificate or certificates, certificates (the “Certificates”) which immediately prior to the Effective Time represented outstanding Shares (the “Certificates”shares of Company Common Stock, other than shares to be canceled and retired in accordance with Section 1.8(b), whose Shares were converted pursuant to Section 1.6(b(i) hereof into the right to receive the Merger Consideration, 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 Paying Exchange Agent and shall be in such form and have such other provisions as Purchaser 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 cancellation to the Paying Exchange Agent or to such other agent or agents as may be appointed by PurchaserParent, together with such letter of transmittal, properly completed duly executed, and duly executed in accordance with such other documents as may reasonably be required by the instructions theretoExchange Agent, the holder of such Certificate shall be entitled to receive in exchange therefor the Merger Consideration for each Share formerly represented by such Certificate(which Parent shall cause the Exchange Agent to pay promptly), and the Certificate so surrendered shall forthwith be cancelled. No interest will be paid or accrued on the cash payable upon the surrender of the Certificatescanceled. If payment any portion of the Merger Consideration is to be made paid to a person Person other than the person registered holder of the shares represented by the certificate or certificates surrendered in whose name the surrendered Certificate is registeredexchange therefor, it shall be a condition of to such payment that the Certificate certificate or certificates so surrendered shall be properly endorsed or shall otherwise be otherwise in proper form for transfer and that the person Person requesting such payment shall have paid all pay to the Exchange Agent any transfer and or other Taxes taxes required by reason as a result of the issuance such payment to a person Person other than the registered holder of the Certificate surrendered such Shares or shall have established establish to the satisfaction of the Surviving Corporation Exchange Agent that such Tax either tax has been paid or is not applicablepayable. Until surrendered as contemplated by this Section 1.71.9, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration for each Share in cash as contemplated by Section 1.6(b) hereofConsideration.

Exchange Procedures. Promptly As soon as reasonably practicable after the Effective Time, Purchaser and the Surviving Corporation Exchange Agent shall cause to be mailed mail to each holder of record, as of the Effective Time, record of a certificate or certificates, which immediately prior to the Effective Time represented outstanding Shares (the “Certificates”), Certificate whose Shares shares were converted pursuant to Section 1.6(b) hereof into the right to receive the applicable Merger ConsiderationConsideration 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 Paying Exchange Agent and shall be in such customary form and have such other provisions as Purchaser 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 cancellation to the Paying Agent or to such other agent or agents as may be appointed by PurchaserExchange Agent, together with such letter of transmittal, properly duly completed and duly executed in accordance with validly executed, and such other documents as may reasonably be required by the instructions theretoExchange Agent, the holder of such Certificate shall be entitled to receive in exchange therefor that number of whole Parent Shares (together with cash in lieu of any fractional Parent Shares in accordance with Section 2.03(e)), if any, and the Merger Consideration for each Share formerly amount of cash, if any, that the aggregate number of shares of Company Common Stock previously represented by such CertificateCertificate shall have been converted pursuant to Section 2.01, together with certain dividends or other distributions in accordance with Section 2.03(c), and the Certificate so surrendered shall forthwith be cancelledcanceled. No interest will be paid or accrued on In the cash payable upon event of a transfer of ownership of Company Common Stock that is not registered in the surrender transfer records of the Certificates. If payment Company, a certificate evidencing the proper number of Parent Shares may be issued and/or the Merger Consideration is to proper amount of cash may be made paid, as appropriate, in exchange therefor 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 otherwise be otherwise in proper form for transfer and that the person requesting such payment issuance shall have paid all pay any transfer and or other Taxes taxes required by reason of the issuance of Parent Shares to a person other than the registered holder of the such Certificate surrendered or shall have established establish to the satisfaction of the Surviving Corporation Parent that such Tax either tax has been paid or is not applicable. Until surrendered as contemplated by this Section 1.72.03(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 for each Share that the holder thereof has the right to receive pursuant to the provisions of this Article II, certain dividends or other distributions in accordance with Section 2.03(c) and cash as contemplated by in lieu of any fractional Parent Shares in accordance with Section 1.6(b) hereof2.03(e). No interest shall be paid or will accrue on any cash payable upon surrender of any Certificate.

Exchange Procedures. Promptly after the Effective TimeTime (and in no event later than two (2) Business Days thereafter), Purchaser and the Surviving Corporation Parent shall cause the Paying Agent to be mailed mail to each Person who was a holder of record, as record of the Effective Time, shares of a certificate or certificates, which Company Common Stock immediately prior to the Effective Time represented outstanding Shares (the “Certificates”)Time, whose Shares shares of Company Common Stock were converted pursuant to Section 1.6(b) hereof into the right to receive the Per Share Merger Consideration, Consideration pursuant to Section 1.8: (i) a letter of transmittal in customary form for use in effecting the surrender of Certificates or Book-Entry Shares (which transmittal letter shall specify that delivery shall be effected, and risk of loss and title to the Certificates or Book-Entry Shares shall pass, only upon proper delivery of the Certificates or transfer of the Book-Entry Shares to the Paying Agent Agent); and shall be in such form and have such other provisions as Purchaser may reasonably specify(ii) and instructions for use in effecting the surrender of surrendering the Certificates or Book-Entry Shares in exchange for the Per Share Merger Consideration. Upon surrender of a Certificate or a Book-Entry Share for cancellation to the Paying Agent or to such other agent or agents as may be appointed by PurchaserAgent, together with such letter of transmittal, properly completed duly executed, and duly executed in accordance with such other documents as may reasonably be required by Parent or the instructions theretoPaying Agent, the holder of such Certificate or Book-Entry Share shall be entitled to receive in exchange therefor the Per Share Merger Consideration for each Share share of Company Common Stock formerly represented by such CertificateCertificate (or affidavit of loss in lieu thereof as provided in Section 1.13(e)) or Book-Entry Share, net of applicable Taxes withheld pursuant to Section 1.13(f), and the Certificate or Book-Entry Shares so surrendered shall forthwith then be cancelled. No interest will be paid or accrued on the cash payable upon the surrender of the Certificates. If payment of the any Per Share Merger Consideration is to be made to a person Person other than the person Person in whose name the surrendered Certificate is registeredCertificate(s) formerly representing shares of Company Common Stock are registered in the transfer records of the Company, it shall be a condition of payment that the such Certificate so surrendered shall be properly endorsed or shall otherwise be otherwise in proper form for transfer and that the person Person requesting such payment shall have paid all pay any transfer and or other Taxes required by reason of the issuance payment to a person Person other than the registered holder of the such Certificate surrendered or shall have established establish to the satisfaction of the Surviving Corporation Parent that such Tax either has been paid or is not applicable. Payment of the applicable Per Share Merger Consideration with respect to Book-Entry Shares shall be made only to the Person in whose name such Book-Entry Shares are registered. Until surrendered as contemplated by in accordance with this Section 1.71.13, subject to the rights of holders of Dissenting Shares, each Certificate and Book-Entry Share shall be deemed at any time all times from and after the Effective Time to represent only the right to receive upon such surrender the Per Share Merger Consideration for each that the holder thereof has the right to receive in respect of the shares of Company Common Stock previously represented by such Certificate or Book-Entry Share in pursuant to Section 1.8. No interest shall be paid or shall accrue on any cash as contemplated by Section 1.6(b) hereof.payable to holders of Certificates or Book-Entry Shares pursuant to the provisions of this Article I.

Exchange Procedures. Promptly (a) Prior to or promptly after the Effective Time, Purchaser and the Surviving Corporation Interline NJ shall cause to be mailed or otherwise delivered to each holder of record, as record of the Effective Time, of a certificate an Interline NJ Common Certificate or certificates, which an Interline NJ Preferred Certificate immediately prior to the Effective Time represented outstanding Shares (the “Certificates”), whose Shares were converted pursuant to Section 1.6(b(i) hereof into the right to receive the Merger Consideration, 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 Holdco (or such exchange agent as shall be designated thereby, hereinafter the Paying Agent “Exchange Agent”) and shall be in such a form and have other such other provisions as Purchaser Holdco may reasonably specifyspecify and (ii) and instructions for use in effecting the surrender of the Certificates for cancellation in exchange for the Merger Consideration. Upon surrender of a Certificate for cancellation to Holdco or the Paying Exchange Agent or to such other agent or agents as may be appointed by Purchaser, together with such letter of transmittal, properly completed duly executed, and duly executed in accordance with such other documents as may reasonably be required by Holdco or the instructions theretoExchange Agent, the holder of such Certificate shall be entitled to receive in exchange therefor therefor, and Holdco or the Exchange Agent shall promptly deliver, the Merger Consideration for each Share share of Interline NJ stock formerly represented evidenced by such Certificate, and the such Certificate so surrendered shall forthwith thereupon be cancelled. No interest will be paid or accrued on the cash payable upon the surrender of the Certificates. . (b) If payment of the Merger Consideration is to be made to a person other than the person in whose name the surrendered Certificate is registeredregistered on the stock transfer books of Interline NJ, it shall be a condition of payment to the holder of a Certificate that the Certificate so surrendered shall it be endorsed properly endorsed or shall otherwise be otherwise in proper form for transfer and that the person requesting such payment shall have paid all transfer and other Taxes taxes required by reason of the issuance payment of the Merger Consideration to a person other than the registered holder of the Certificate surrendered or shall have established to the satisfaction of the Surviving Corporation Holdco that such Tax either has been paid or is taxes are not applicable. Until surrendered as contemplated by this Section 1.72.2(a), 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 for each Share in cash as contemplated Consideration, without interest, into which the shares theretofore represented by Section 1.6(b) hereofsuch Certificate shall have been converted pursuant to Article II of this Agreement.

Exchange Procedures. Promptly As soon as practicable after the Effective Time, Purchaser and the Surviving Corporation shall cause to be mailed to each holder of recordan outstanding certificate or certificates which prior thereto represented Eligible Shares shall, as upon surrender to the Exchange Agent of such certificate or certificates in accordance with the terms of the Effective Timetransmittal materials described in Section 2.3(c) of this Agreement and acceptance thereof by the Exchange Agent, of be entitled to a certificate representing that number of whole shares of Company Common Stock (and/or cash in lieu of fractional shares of Company Common Stock as contemplated by Section 2.3(f)) which the aggregate number of shares of FNF Common Stock previously represented by such certificate or certificates, which immediately prior to the Effective Time represented outstanding Shares (the “Certificates”), whose Shares were certificates surrendered shall have been converted pursuant to Section 1.6(b) hereof into the right to receive the Merger Consideration, a letter pursuant to Section 2.1(b) of transmittal (which this Agreement. The Exchange Agent shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only accept such certificates upon proper delivery of the Certificates to the Paying Agent and shall be in such form and have such other provisions as Purchaser may reasonably specify) and instructions for use in effecting the surrender of the Certificates in exchange for the Merger Consideration. Upon surrender of a Certificate for cancellation to the Paying Agent or to such other agent or agents as may be appointed by Purchaser, together compliance with such letter of transmittal, properly completed reasonable terms and duly executed conditions as the Exchange Agent may impose to effect an orderly exchange thereof in accordance with normal exchange practices. If the instructions thereto, the holder of such Certificate shall consideration to be entitled to receive paid in exchange therefor the Merger Consideration for each Share formerly represented by such Certificate, and the Certificate so surrendered shall forthwith be cancelled. No interest will be paid (or accrued on the cash payable upon the surrender of the Certificates. If payment of the Merger Consideration any portion thereof) is to be made delivered to a any person other than the person in whose name the certificate representing shares of FNF Common Stock surrendered Certificate in exchange therefor is registered, it shall be a condition of payment to such exchange that the Certificate certificate so surrendered shall be properly endorsed or shall otherwise be otherwise in proper form for transfer and that the person requesting such payment exchange shall have paid all pay to the Exchange Agent any transfer and or other Taxes taxes required by reason of the issuance payment of such consideration to a person other than the registered holder of the Certificate surrendered certificate surrendered, or shall have established establish to the satisfaction of the Surviving Corporation Exchange Agent that such Tax either tax has been paid or is not applicable. After the Effective Time, there shall be no further transfer on the records of FNF or its transfer agent of shares of FNF Common Stock and if such certificates for Eligible Shares are presented to FNF for transfer, they shall be cancelled against delivery of the Merger Consideration as hereinabove provided. Until surrendered as contemplated by this Section 1.72.3(b), each Certificate certificate representing Eligible Shares shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration for each Share in cash Consideration, without any interest thereon, as contemplated by Section 1.6(b) hereof2.1. No interest will be paid or will accrue on any cash payable as Merger Consideration.

Exchange Procedures. Promptly after the Effective Time, Purchaser DCNA and the Surviving Corporation shall cause to be mailed to each holder of record, as of the Effective Time, of a certificate or certificates, which immediately prior to the Effective Time represented outstanding Shares (the “"Certificates”"), whose Shares were converted pursuant to Section 1.6(b2.7(b) hereof into the right to receive the Merger Consideration, 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 Paying Exchange Agent and shall be in such form and have such other provisions as Purchaser DCNA may reasonably specify) and instructions for use in effecting the surrender of the Certificates in exchange for the Merger Consideration. Upon surrender of a Certificate for cancellation to the Paying Exchange Agent or to such other agent or agents as may be appointed by PurchaserDCNA, together with such letter of transmittal, properly completed and duly executed in accordance with the instructions thereto, the holder of such Certificate shall be entitled to receive in exchange therefor the Merger Consideration for each Share formerly represented by such Certificate, and the Certificate so surrendered shall forthwith be cancelled. No interest will be paid or accrued on the cash payable upon the surrender of the Certificates. If payment of the Merger Consideration is to be 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 the Certificate so surrendered shall be properly endorsed or shall be otherwise in proper form for transfer and that the person Person requesting such payment shall have paid all transfer and other Taxes required by reason of the issuance to a person Person other than the registered holder of the Certificate surrendered or shall have established to the satisfaction of the Surviving Corporation that such Tax either has been paid or is not applicable. Until surrendered as contemplated by this Section 1.72.8, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive the Merger Consideration for each Share in cash as contemplated by this Section 1.6(b) hereof2.8.

Exchange Procedures. Promptly As soon as practicable after the Effective Time, Purchaser and the Surviving Corporation Paying Agent shall cause to be mailed mail to each holder of record, as of the Effective Time, record of a certificate Certificate, other than Parent, the Company and any Subsidiary of Parent or certificatesthe Company, which immediately prior to the Effective Time represented outstanding Shares (the “Certificates”), whose Shares were converted pursuant to Section 1.6(bi) hereof into the right to receive the Merger Consideration, 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 actual delivery of the Certificates to the Paying Agent Agent, and shall be in such a form and have such other provisions as Purchaser 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 cancellation to the Paying Agent or to such other agent or agents as may be appointed by Purchaserthe Surviving Corporation, together with such letter of transmittal, properly completed duly executed, and duly executed in accordance with such other documents as may reasonably be required by the instructions theretoPaying Agent, the holder of such Certificate shall be entitled to receive in exchange therefor the Merger Consideration for each Share formerly amount of cash into which the shares of Company Common Stock theretofore represented by such CertificateCertificate shall have been converted pursuant to Section 3.1 (after giving effect to any required tax withholdings), and the Certificate Certificates so surrendered shall forthwith be cancelled. No interest will be paid or accrued will accrue on the cash payable upon the surrender of the Certificatesany Certificate. If payment of the Merger Consideration is to be made to a person other than the person in whose name the Certificate so surrendered Certificate is registered, it shall be a condition of payment that the such Certificate so surrendered shall be properly endorsed or shall be otherwise in proper form for transfer and that the person requesting such payment shall have paid all pay any transfer and or other Taxes taxes required by reason of the issuance payment to a person other than the registered holder of the such Certificate surrendered or shall have established establish to the satisfaction of the Surviving Corporation that such Tax either tax has been paid or is not applicable. Until surrendered as contemplated by this Section 1.73.2, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the amount of cash, without interest, into which the shares of Company Common Stock theretofore represented by such Certificate shall have been converted pursuant to Section 3.1 (after giving effect to any required tax withholdings). Notwithstanding the foregoing, neither the Paying Agent nor any party shall be liable to a former stockholder of the Company for any cash or interest delivered to a public official pursuant to applicable abandoned property, escheat or similar laws. Any portion of the Merger Consideration made available to the Transfer Agent pursuant to (and any interest or other income earned thereon) that remains unclaimed by the holders of Company Common Stock six months after the Effective Time shall be returned to the Surviving Corporation, upon demand, and any such holder who has not exchanged those shares of Company Common Stock for each Share the Merger Consideration in cash as contemplated accordance with this Section 3.2 before that time shall thereafter look only to the Surviving Corporation for payment of the Merger Consideration in respect of those shares without any interest thereon. Any amounts remaining unclaimed by Section 1.6(bholders of shares of Company Common Stock seven years after the Effective Time (or any earlier date immediately before that time when the amounts would otherwise escheat to or become property of any Governmental Entity) hereofshall become, to the extent permitted by applicable law, the property of the Surviving Corporation, free and clear of any claims or interest of any person previously entitled thereto.

Exchange Procedures. Promptly As soon as reasonably practicable after the Effective Time, Purchaser and the Surviving Corporation shall cause the Paying Agent to be mailed mail to each holder of record, as of the Effective Time, record of a certificate or certificates, which immediately prior to the Effective Time represented outstanding Shares (the “Certificates”), whose Shares shares were converted pursuant to Section 1.6(b) 2.7, Conversion of Securities, hereof into the right to receive 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 proper delivery of the Certificates to the Paying Agent Agent, and which shall be in such form and shall have such other provisions as Purchaser 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 cancellation to the Paying Agent or to such other agent or agents as may be appointed by PurchaserAgent, together with such letter of transmittal, properly duly completed and duly validly executed in accordance with the instructions thereto(and such other customary documents as may reasonably be required by the Paying Agent), the holder of such Certificate shall be entitled to receive in exchange therefor the Merger Consideration Consideration, without interest, for each Share formerly represented by such Certificate, and the Certificate so surrendered shall forthwith be cancelled. No interest will be paid or accrued on the cash payable upon the surrender of the Certificatescanceled. If payment of the Merger Consideration is to be 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 shall be properly endorsed or shall otherwise be otherwise in proper form for transfer and that (y) the person Person requesting such payment shall have paid all any transfer and other Taxes taxes required by reason of the issuance payment of the Merger Consideration to a person Person other than the registered holder of the such Certificate surrendered or shall have established to the reasonable satisfaction of the Surviving Corporation that such Tax tax either has been paid or is not applicable. Until surrendered as contemplated by this Section 1.72.8, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive the Merger Consideration for each Share in cash as contemplated by Section 1.6(b) hereofthis Article II, without interest.

Exchange Procedures. Promptly As soon as reasonably practicable after the Effective Time, Purchaser and the Surviving Corporation Paying Agent shall cause to be mailed mail to each holder of record, as of the Effective Time, record of a certificate or certificates, which certificates that immediately prior to the Effective Time represented outstanding Shares (the “"Certificates”), whose Shares ") which were converted pursuant to Section 1.6(b) hereof 2.1 into the right to receive the Merger Consideration, Consideration (1) 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 Paying Agent and shall be in such form and have such other provisions as Purchaser Parent may reasonably specify) and (2) instructions for use in effecting the surrender of the Certificates in exchange for payment of the Merger Consideration. Upon surrender of a Certificate for cancellation to the Paying Agent or to such other agent or agents as may be appointed by PurchaserParent, together with such letter of transmittal, properly completed and duly executed in accordance with the instructions theretoexecuted, the holder of such Certificate shall be entitled to receive in exchange therefor the Merger Consideration for each Share formerly represented by such Certificate, Certificate and the Certificate so surrendered shall forthwith be cancelled. No interest will be paid or accrued on the cash payable upon the surrender of the Certificates. If payment of the Merger Consideration is to be made to a person Person other than the person Person in whose name the surrendered Certificate is registered, it shall be a condition precedent of payment that (1) the Certificate so surrendered shall be properly endorsed or shall be otherwise in proper form for transfer transfer, and that (2) the person Person requesting such payment shall have paid all any transfer and other Taxes taxes required by reason of the issuance payment of the Merger Consideration to a person Person other than the registered holder of the Certificate surrendered or shall have established to the satisfaction of the Surviving Corporation that such Tax tax either has been paid or is not applicablerequired to be paid. Until surrendered as contemplated by this Section 1.72.3, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive the Merger Consideration for each Share in cash as contemplated by this Section 1.6(b) hereof2.3, without interest thereon.

Exchange Procedures. Promptly (a) As promptly as practicable after the Effective TimeDate (but in no event later than five (5) business days after the Effective Date), Purchaser an Exchange Agent designated by Sound Federal Bancorp shall prepare and the Surviving Corporation shall cause to be mailed mail to each holder of record, as record of the Effective Time, an outstanding share Certificate or Certificates a Letter of a certificate or certificates, which immediately prior to the Effective Time represented outstanding Shares (the “Certificates”), whose Shares were converted pursuant to Section 1.6(b) hereof into the right to receive the Merger Consideration, 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 Paying Agent and shall be in such form and have such other provisions as Purchaser may reasonably specify) and Transmittal containing instructions for use in effecting the surrender of the Certificate or Certificates in exchange held by such holder for the Merger Considerationpayment therefor. Upon surrender of a the Certificate for cancellation or Certificates to the Paying Exchange Agent or to such other agent or agents as may be appointed by Purchaser, together with such letter of transmittal, properly completed and duly executed in accordance with the instructions theretoset forth in the Letter of Transmittal, the such holder of such Certificate shall be entitled to promptly receive in exchange therefor the Merger Consideration, without interest thereon. Approval of this Agreement by the stockholders of PFC shall constitute authorization for Sound Federal Bancorp to designate and appoint such Exchange Agent. Neither Sound Federal Bancorp nor the Exchange Agent shall be obligated to deliver the Merger Consideration for each Share formerly represented to a former stockholder of PFC until such former stockholder surrenders his Certificate or Certificates or, in lieu thereof, any such appropriate affidavit of loss and indemnity agreement and bond as may be reasonably required by such Certificate, and the Certificate so surrendered shall forthwith be cancelled. No interest will be paid or accrued on the cash payable upon the surrender of the Certificates. Sound Federal Bancorp. (b) If payment of the Merger Consideration is to be made to a person other than the person in whose name the a Certificate surrendered Certificate in exchange therefor is registered, it shall be a condition of payment that the Certificate so surrendered shall be properly endorsed (or shall be accompanied by an appropriate instrument of transfer) and otherwise in proper form for transfer transfer, and that the person requesting such payment shall have paid all pay any transfer and or other Taxes taxes required by reason of for the issuance payment to a person other than the registered holder of the Certificate surrendered surrendered, or required for any other reason, or shall have established establish to the satisfaction of the Surviving Corporation Exchange Agent that such Tax either tax has been paid or is not applicable. Until surrendered as contemplated by this payable. (c) On or prior to the Merger Effective Date, Sound Federal Bancorp 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 PFC stockholders shall be entitled to receive on the Merger Effective Date pursuant to Section 1.72.02 hereof. (d) The payment of the Merger Consideration, each Certificate and cash in lieu of any fractional shares, upon the conversion of PFC Common Stock in accordance with the above terms and conditions shall be deemed at any time to have been issued and paid in full satisfaction of all rights pertaining to such PFC Common Stock. (e) Promptly following the date which is twelve months after the Merger Effective Time Date, the Exchange Agent shall deliver to represent only Sound Federal Bancorp all cash, certificates and other documents in its possession relating to the right transactions described in this Agreement, and the Exchange Agent's duties shall terminate. Thereafter, each holder of a Certificate formerly representing shares of PFC Common Stock may surrender such Certificate to Sound Federal Bancorp and (subject to applicable abandoned property, escheat and similar laws) receive in consideration therefor the Merger Consideration multiplied by the number of shares of PFC Common Stock formerly represented by such Certificate, without any interest or dividends thereon. (f) After the close of business on the Merger Effective Date , there shall be no transfers on the stock transfer books of PFC of the shares of PFC Common Stock which are outstanding immediately prior to the Merger Effective Date, and the stock transfer books of PFC shall be closed with respect to such shares. If, after the Merger Effective Date, Certificates representing such shares are presented for each Share transfer to the Exchange Agent, they shall be canceled and exchanged for the Merger Consideration as provided in this Article II. (g) In the event any certificate for PFC Common Stock shall have been lost, stolen or destroyed, the Exchange Agent shall deliver 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 paid in the Merger as contemplated by provided for herein; provided, however, that Sound Federal Bancorp may, in its sole discretion and as a condition precedent to the delivery thereof, require the owner of such lost, stolen or destroyed certificate to deliver a bond in such reasonable sum as Sound Federal Bancorp may require as indemnity against any claim that may be made against PFC, Sound Federal Bancorp or any other party with respect to the certificate alleged to have been lost, stolen or destroyed. (h) Sound Federal Bancorp is hereby authorized to adopt additional requirements with respect to the matters referred to in this Section 1.6(b) hereof2.03 not inconsistent with the provisions of this Agreement or unduly burdensome to the shareholders of PFC.

Exchange Procedures. Promptly (and in any event within five (5) Business Days) after the Effective Time, Purchaser and the Surviving Corporation Buyer shall cause the Exchange Agent to be mailed mail to each holder of record, as of the Effective Time, record of a certificate or certificates, which immediately prior to the Effective Time represented outstanding Shares Certificate (the “Certificates”), whose Shares were converted pursuant to Section 1.6(bi) hereof into the right to receive the Merger Consideration, 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 proper delivery of the Certificates to the Paying Agent Exchange Agent, and which shall be in such form and shall have such other provisions as Purchaser the Buyer may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the Merger ConsiderationConsideration payable with respect thereto. Upon surrender of a Certificate for cancellation to the Paying Agent or to such other agent or agents as may be appointed by PurchaserExchange Agent, together with such letter of transmittal, properly duly completed and duly validly executed in accordance with the instructions thereto(and such other customary documents as may reasonably be requested by the Exchange Agent), the holder of such Certificate shall be entitled to receive in exchange therefor the Merger Consideration for each Share formerly represented by that such Certificateholder has the right to receive pursuant to the provisions of this Article II, and the Certificate so surrendered shall forthwith immediately be cancelled. No interest will be paid or accrued on In the cash payable upon event of a transfer of ownership of shares of Company Common Stock that is not registered in the surrender transfer records of the Certificates. If payment of Company, the Merger Consideration is to may be made paid to a person Person other than the person Person in whose name the Certificate so surrendered Certificate is registered, it shall be a condition of payment that if such Certificate is presented to the Certificate so surrendered shall be properly endorsed or shall be otherwise in proper form for Exchange Agent, accompanied by all documents required to evidence and effect such transfer and by evidence that the person requesting such payment shall any applicable stock transfer taxes have paid all transfer and other Taxes required by reason of the issuance to a person other than the registered holder of the Certificate surrendered or shall have established to the satisfaction of the Surviving Corporation that such Tax either has been paid or is not applicablepaid. Until surrendered as contemplated by this Section 1.72.2, 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 for each Share in cash as contemplated by this Section 1.6(b) hereof2.2. No interest will be paid or will accrue on the cash payable upon surrender of any Certificate. As used in this Agreement, “Person” means an individual, a corporation, a limited liability company, a partnership, an association, a trust or any other entity, including a Governmental Entity.

Exchange Procedures. Promptly As soon as practicable after the Effective ------------------- Time, Purchaser and the Surviving Corporation Paying Agent shall cause to be mailed mail to each holder of recordrecord of a Certificate, as other than Parent, Acquiror and any Subsidiary of the Effective TimeParent or Acquiror, of a certificate or certificates, which immediately prior to the Effective Time represented outstanding Shares (the “Certificates”), whose Shares were converted pursuant to Section 1.6(bi) hereof into the right to receive the Merger Consideration, 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 actual delivery of the Certificates to the Paying Agent and shall be in such a form and have such other provisions as Purchaser Parent or Acquiror 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 cancellation to the Paying Agent or to such other agent or agents as may be appointed by Purchaserthe Surviving Corporation, together with such letter of transmittal, properly completed duly executed, and duly executed in accordance with such other documents as may reasonably be required by the instructions theretoPaying Agent, the holder of such Certificate shall be entitled to receive in exchange therefor the Merger Consideration for each Share formerly amount of cash into which the Shares theretofore represented by such CertificateCertificate shall have been converted pursuant to Section 2.5, and the Certificate Certificates so surrendered shall forthwith be cancelledcanceled. No interest will be paid or accrued will accrue on the cash payable upon the surrender of the Certificatesany Certificate. If payment of the Merger Consideration is to be made to a person or entity other than the person or entity in whose name the Certificate so surrendered Certificate is registered, it shall be a condition of payment that the such Certificate so surrendered shall be properly endorsed or shall be otherwise in proper form for transfer and that the person or entity requesting such payment shall have paid all pay any transfer and or other Taxes taxes required by reason of the issuance to a person other than the registered holder of the such Certificate surrendered or shall have established establish to the satisfaction of the Surviving Corporation that such Tax either tax has been paid or is not applicable. Until surrendered as contemplated by this Section 1.72.6, each Certificate (other than Certificates representing any Shares owned by Parent, Acquiror, any of their Subsidiaries or any Management Shareholder) shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the amount of cash, without interest, into which the Shares theretofore represented by such Certificate shall have been converted pursuant to Section 2.5. Notwithstanding the foregoing, none of the Paying Agent, Parent, the Surviving Corporation or any party hereto shall be liable to a former shareholder of the Company for any cash or interest delivered to a public official pursuant to applicable abandoned property, escheat or similar laws. Any portion of the Exchange Fund that remains unclaimed by the shareholders of the Company for six months after the Effective Time shall be delivered to the Surviving Corporation (including, without limitation, all interest and other income received by the Paying Agent in respect of all such funds). Thereafter, persons or entities who prior to the Merger held Shares shall look only to the Surviving Corporation (subject to the terms of this Agreement, abandoned property, escheat and other similar laws) as general creditors thereof with respect to any Merger Consideration for each Share in cash as contemplated that may be payable upon due surrender of the Certificates held by Section 1.6(b) hereofthem, without interest.

Exchange Procedures. Promptly after the Effective TimeTime but in no event more than three (3) Business Days thereafter, Purchaser and the Surviving Corporation Parent shall cause the Paying Agent to be mailed mail to each holder of record, as of the Effective Time, record of a certificate or certificates, which certificates that immediately prior to the Effective Time represented outstanding Shares shares of Company Common Stock (the “"Certificates”"), whose Shares which shares were converted pursuant to Section 1.6(b) 2.1 hereof into the right to receive 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 proper delivery of the Certificates to the Paying Agent and shall be in such form and have such other provisions as Purchaser 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 cancellation to the Paying Agent or to such other agent or agents as may be appointed by PurchaserAgent, together with such letter of transmittal, properly completed and duly executed in accordance with the instructions theretoexecuted, the holder of such Certificate shall be entitled to receive in exchange therefor the Merger Consideration (subject to subsection (e), below) for each Share share of Company Common Stock formerly represented by such CertificateCertificate , to be mailed within ten (10) Business Days of receipt of such Certificate and letter of transmittal, and the Certificate so surrendered shall forthwith be cancelled. No interest will be paid or accrued on the cash payable upon the surrender of the Certificatescanceled. If payment of the Merger Consideration is to be made to a person other than the person in whose name the surrendered Certificate is registered, it shall be a condition of payment of the Merger Consideration that the Certificate so surrendered shall be properly endorsed or shall be otherwise in proper form for transfer and that the person requesting such payment shall have paid all any transfer and other Taxes taxes required by reason of the issuance payment of the Merger Consideration to a person other than the registered holder of the Certificate surrendered or shall have established to the satisfaction of the Surviving Corporation that such Tax tax either has been paid or is not applicable. Until surrendered as contemplated by this Section 1.72.2, each Certificate (other than those representing Dissenting Shares (as defined below)) shall be deemed at any time after the Effective Time to represent only the right to receive the Merger Consideration for each Share in cash as contemplated by this Section 1.6(b) hereof2.2.

Exchange Procedures. Promptly after the Effective Time, Purchaser and the Surviving Corporation shall cause to be mailed to each holder of record, as of the Effective Time, of a certificate or certificates, which immediately prior to the Effective Time represented outstanding Shares (the “Certificates”), whose Shares were converted pursuant to Section 1.6(b) hereof into the right to receive the Merger Consideration, 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 Paying Exchange Agent and shall be in such form and have such other provisions as Purchaser may reasonably specify) and instructions for use in effecting the surrender of the Certificates in exchange for the Merger Consideration. Upon surrender of a Certificate for cancellation to the Paying Exchange Agent or to such other agent or agents as may be appointed by Purchaser, together with such letter of transmittal, properly completed and duly executed in accordance with the instructions thereto, the holder of such Certificate shall be entitled to receive in exchange therefor the Merger Consideration for each Share formerly represented by such Certificate, and the Certificate so surrendered shall forthwith be cancelled. No interest will be paid or accrued on the cash payable upon the surrender of the Certificates. If payment of the Merger Consideration is to be made to a person other than the person in whose name the surrendered Certificate is registered, it shall be a condition of payment that the Certificate so surrendered shall be properly endorsed or shall be otherwise in proper form for transfer and that the person requesting such payment shall have paid all transfer and other Taxes required by reason of the issuance to a person other than the registered holder of the Certificate surrendered or shall have established to the satisfaction of the Surviving Corporation that such Tax either has been paid or is not applicable. Until surrendered as contemplated by this Section 1.7, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive the Merger Consideration for each Share in cash as contemplated by Section 1.6(b) hereof.

Exchange Procedures. Promptly As soon as reasonably practicable after the Effective TimeTime and in no event later than five (5) days thereafter, Purchaser and Parent will instruct the Surviving Corporation shall cause Paying Agent to be mailed mail to each holder of record, as of the Effective Time, record of a certificate or certificates, certificates which immediately prior to the Effective Time represented outstanding Shares shares of Company Common Stock (the “Certificates”), whose Shares ) that were converted pursuant to Section 1.6(b2.1(a) hereof into the right to receive the Merger Consideration, 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 proper delivery of the Certificates to the Paying Agent and shall be in such form and have such other provisions as Purchaser Parent may reasonably specifyspecify that are consistent with the terms of this Agreement), and (ii) and instructions for use in effecting the surrender of the Certificates in exchange for the Merger Consideration. Upon surrender of a Certificate for cancellation to the Paying Agent or to such other agent or agents as may be appointed by Purchaser, together with such letter of transmittal, properly completed duly executed, and duly executed in accordance with the instructions theretosuch other customary documents as may be required pursuant to such instructions, the holder of such Certificate shall be entitled to receive in exchange therefor the Merger Consideration for each Share formerly represented Consideration, after giving effect to any tax withholdings required by such Certificateapplicable Law, and the Certificate so surrendered shall forthwith be cancelled. No interest will be paid or accrued on In the cash payable upon event of a transfer of ownership of Company Common Stock that is not registered in the surrender transfer records of the Certificates. If Company, payment of the Merger Consideration is to may be made to a person other than the person in whose name the Certificate so surrendered Certificate is registered, it shall be a condition of payment that the if such Certificate so surrendered shall be properly endorsed or shall otherwise be otherwise in proper form for transfer and that the person requesting such payment shall have paid all pay any transfer and or other Taxes taxes required by reason of the issuance payment to a person other than the registered holder of the such Certificate surrendered or shall have established establish to the reasonable satisfaction of the Surviving Corporation that such Tax either tax has been paid or is not applicable. Until surrendered as contemplated by this Section 1.7so surrendered, each outstanding Certificate shall that, prior to the Effective Time, represented shares of Company Common Stock will be deemed at any time deemed, from and after the Effective Time Time, for all corporate purposes, to represent only the right to receive upon surrender the Merger Consideration for each Share Consideration, in cash as contemplated by Section 1.6(b) hereofaccordance with the terms of this Agreement.

Exchange Procedures. Promptly (and in any event within three (3) Business Days) after the Effective Time, Purchaser and the Surviving Corporation Buyer shall cause the Paying Agent to be mailed mail to each holder of record, as of the Effective Time, record of a certificate or certificates, which immediately prior to the Effective Time represented outstanding Shares Certificate (the “Certificates”), whose Shares were converted pursuant to Section 1.6(bi) hereof into the right to receive the Merger Consideration, 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 proper delivery of the Certificates to the Paying Agent Agent, and which shall be in such form and shall have such other provisions as Purchaser the Buyer may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the Merger ConsiderationConsideration payable with respect thereto. Upon surrender of a Certificate for cancellation to the Paying Agent or to such other agent or agents as may be appointed by PurchaserAgent, together with such letter of transmittal, properly duly completed and duly validly executed in accordance with the instructions thereto(and such other customary documents as may reasonably be requested by the Paying Agent), the holder of such Certificate shall be entitled to receive in exchange therefor the Merger Consideration for each Share formerly represented by that such Certificateholder has the right to receive pursuant to the provisions of this Article II, and the Certificate so surrendered shall forthwith immediately be cancelled. No interest will be paid or accrued on In the cash payable upon event of a transfer of ownership of shares of Company Common Stock that is not registered in the surrender transfer records of the Certificates. If payment of Company, the Merger Consideration is to may be made paid to a person Person other than the person Person in whose name the Certificate so surrendered Certificate is registered, it shall be a condition of payment that if such Certificate is presented to the Certificate so surrendered shall be properly endorsed or shall be otherwise in proper form for Paying Agent, accompanied by all documents required to evidence and effect such transfer and by evidence that the person requesting such payment shall any applicable stock transfer taxes have paid all transfer and other Taxes required by reason of the issuance to a person other than the registered holder of the Certificate surrendered or shall have established to the satisfaction of the Surviving Corporation that such Tax either has been paid or is not applicablepaid. Until surrendered as contemplated by this Section 1.72.2, 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 for each Share and the amount of dividends with a record date prior to the date of the Effective Time to which the holder of shares represented by such Certificate is entitled. No interest will be paid or will accrue on the cash payable upon surrender of any Certificate. As used in cash as contemplated by Section 1.6(b) hereofthis Agreement, “Person” means an individual, a corporation, a limited liability company, a partnership, an association, a trust or any other entity, including a Governmental Entity.

Exchange Procedures. Promptly As soon as reasonably practicable, but ------------------- in no event more than five business days, after the Effective Time, Purchaser and the Surviving Corporation Parent shall cause the Paying Agent to be mailed mail to each holder of record, as of the Effective Time, record of a certificate or certificates, which immediately prior to the Effective Time represented outstanding Shares shares of Company Common Stock (the “"Certificates”"), whose Shares shares were converted pursuant to Section 1.6(b) 2.1 hereof into the right to receive the Merger Consideration, 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 proper delivery of the Certificates to the Paying Agent and shall be in such form and have such other provisions not inconsistent with this Agreement as Purchaser Parent may reasonably specify) and (ii) instructions for use of such letter of transmittal in effecting the surrender of the Certificates in exchange for payment of the Merger Consideration. Upon surrender of a Certificate for cancellation to the Paying Agent or to such other agent or agents as may be appointed by PurchaserParent, together with such letter of transmittal, properly completed and duly executed in accordance with the instructions theretoexecuted, the holder of such Certificate shall be entitled to receive in exchange therefor the Merger Consideration for each Share share of Company Common Stock formerly represented by such Certificate, Certificate and the Certificate so surrendered shall forthwith be cancelled. No interest will be paid or accrued on the cash payable upon the surrender of the Certificates. If payment of the Merger Consideration is to be made to a person other than the person in whose name the surrendered Certificate is registered, it shall be a condition of payment that the Certificate so surrendered shall be properly endorsed or shall be otherwise in proper form for transfer and that the person requesting such payment shall have paid all any transfer and other Taxes taxes required by reason of the issuance payment of the Merger Consideration to a person other than the registered holder of the Certificate surrendered or shall have established to the satisfaction of the Surviving Corporation that such Tax tax either has been paid or is not applicable. Until surrendered as contemplated by this Section 1.72.2, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive the Merger Consideration for each Share in cash as contemplated by this Section 1.6(b) hereof2.2. No interest shall be paid or will accrue on the Merger Consideration payable to holders of Certificates pursuant to the provisions of this Article II.

Exchange Procedures. Promptly As soon as reasonably practicable after the Effective Time, Purchaser and the Surviving Corporation Paying Agent shall cause to be mailed mail to each holder of record, as of the Effective Time, record of a certificate or certificates, certificates which immediately prior to the Effective Time represented outstanding Shares (the “Certificates”), ) and whose Shares were converted pursuant to Section 1.6(b) hereof 2.1 into the right to receive the Merger Consideration, 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 proper delivery of the Certificates to the Paying Agent and shall be in such form and have such other provisions as Purchaser Parent may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for payment of the Merger Consideration. Such letter and instructions can be faxed to the holder of record upon request. Upon surrender of a Certificate for cancellation to the Paying Agent or to such other agent or agents as may be appointed by PurchaserParent, together with such letter of transmittal, properly completed and duly executed in accordance with the instructions theretoexecuted, the holder of such Certificate shall be entitled to receive in exchange therefor the Merger Consideration for each Share formerly represented by such Certificate, Certificate and the Certificate so surrendered shall forthwith be cancelled. No interest will Such payment shall be paid or accrued on made to the cash payable upon holder of record by bank check; provided that any holder of record entitled to a payment in excess of $500,000 shall have the surrender right to receive payment by electronic wire transfer, in which case payment shall be made net of the Certificatesany applicable wire transfer fees. If payment of the Merger Consideration is to be made to a person Person other than the person Person in whose name the surrendered Certificate is registered, it shall be a condition precedent of payment that that: (x) the Certificate so surrendered shall be properly endorsed or shall be otherwise in proper form for transfer transfer; and that (y) the person Person requesting such payment shall have paid all any transfer and other Taxes similar taxes required by reason of the issuance payment of the Merger Consideration to a person Person other than the registered holder of the Certificate surrendered or shall have established to the satisfaction of the Surviving Corporation that such Tax tax either has been paid or is not applicablerequired to be paid. Until surrendered as contemplated by this Section 1.72.2, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive the Merger Consideration for each Share in cash as contemplated by this Section 1.6(b) hereof2.2, without interest thereon.

Exchange Procedures. Promptly after the Effective Time, Purchaser and the Surviving Corporation Paying Agent shall cause to be mailed mail to each holder of record, as of the Effective Time, record of a certificate or certificates, certificates which immediately prior to the Effective Time represented outstanding Shares shares of Common Stock (the “Certificates”), ) whose Shares shares were converted pursuant to Section 1.6(b) hereof 2.1 into the right to receive the Merger Consideration, 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 proper delivery of the Certificates to the Paying Agent and shall be in such form and have such other provisions as Purchaser may reasonably specifyAgent) 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 cancellation to the Paying Agent or to such other agent or agents as may be appointed by PurchaserParent, together with such letter of transmittal, properly completed and duly executed in accordance with the instructions theretoexecuted, the holder of such Certificate shall be entitled to receive in exchange therefor the Merger Consideration for each Share share of Common Stock formerly represented by such Certificate, and the Certificate so surrendered shall forthwith be cancelled. No interest will be paid or accrued on the cash payable upon the surrender of the Certificates. If payment of the Merger Consideration is to be made to a person Person (as hereinafter defined) other than the person Person in whose name the surrendered Certificate is registered, it shall be a condition precedent of payment that (x) the Certificate so surrendered shall be properly endorsed or shall be otherwise in proper form for transfer and that (y) the person Person requesting such payment shall have paid all any transfer and other Taxes taxes required by reason of the issuance payment of the Merger Consideration to a person Person other than the registered holder of the Certificate surrendered or shall have established to the satisfaction of the Surviving Corporation that such Tax tax either has been paid or is not applicablerequired to be paid. Until surrendered as contemplated by this Section 1.72.2, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive the Merger Consideration for each Share in cash as contemplated by Section 1.6(b) hereofConsideration, without interest thereon.

Exchange Procedures. Promptly As promptly as practicable after the Effective Time, Purchaser and the Surviving Corporation Parent shall cause the Paying Agent to be mailed mail to each holder of recordperson who was, as of at the Effective Time, a holder of a certificate or certificates, which immediately prior to the Effective Time represented outstanding record of Shares (the “Certificates”), whose Shares were converted pursuant to Section 1.6(b) hereof into the right entitled to receive the Merger Consideration, Consideration pursuant to Section 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 Paying Agent and shall be in such form and have such other provisions as Purchaser may reasonably specifyAgent) 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 cancellation to the Paying Agent or to such other agent or agents as may be appointed by Purchasercancellation, together with such letter of transmittal, properly duly completed and duly validly executed in accordance with the instructions thereto, and such other documents as may be required pursuant to such instructions, the holder of such Certificate shall be entitled to receive in exchange therefor the Merger Consideration for each Share amount of cash which such holder has the right to receive in respect of the Shares formerly represented by such CertificateCertificate pursuant to Section 2.01(a), and the Certificate so surrendered shall forthwith be cancelled. No interest will be paid or accrued on In the cash payable upon event of a transfer of ownership of Shares that is not registered in the surrender transfer records of the Certificates. If Company, payment of the Merger Consideration is to may be 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 the Certificate representing such Shares shall be properly endorsed or shall otherwise be otherwise in proper form for transfer and that the person requesting such payment shall have paid all pay any transfer and or other Taxes taxes required by reason of the issuance payment of the Merger Consideration to a person other than the registered holder of the such Certificate surrendered or shall have established establish to the reasonable satisfaction of the Surviving Corporation Parent that such Tax either tax has been paid or is not applicable. Until surrendered as contemplated by this Section 1.72.02, 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 for each Share in to which the holder of such Certificate is entitled pursuant to this Article II. No interest shall be paid or will accrue on any cash as contemplated by Section 1.6(b) hereofpayable to holders of Certificates pursuant to the provisions of this Article II.

Exchange Procedures. Promptly after the Effective Time, Purchaser and but in any event not more than the Surviving Corporation fifth (5th) Business Day after the Effective Time, Parent shall cause the Paying Agent to be mailed mail or otherwise deliver to each holder of record, as of the Effective Time, record of a certificate Certificate or certificates, Book Entry Shares representing Shares which immediately prior to the Effective Time represented outstanding Shares (the “Certificates”), whose Shares were converted pursuant to Section 1.6(b3.1(c), (i) hereof into the right to receive the Merger Consideration, a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall passShares, only upon proper delivery of the Certificates such Certificate to the Paying Agent, or receipt by the Paying Agent and of an “agent’s message” with respect to Book Entry Shares, which letter shall be in such form and have such other provisions as Purchaser may reasonably specifyParent and the Company shall mutually agree) and (ii) instructions for use in effecting the surrender of the Certificates each such Certificate or Book Entry Shares in exchange for payment of the total amount of Merger ConsiderationConsideration that such holder is entitled to receive pursuant to this Agreement. Upon surrender of a Certificate for cancellation or Book Entry Shares to the Paying Agent or to such other agent or agents as may be appointed by PurchaserAgent, together with such letter of transmittal, properly completed duly executed, and duly executed in accordance with such other documents reasonably requested by the instructions thereto, Paying Agent the holder of such Certificate shall be entitled to receive in exchange therefor the Merger Consideration (subject to subsection (e) of this Section 3.2) for each Share formerly represented by such CertificateCertificate or Book Entry Shares, and the Certificate or Book Entry Shares so surrendered shall forthwith be cancelled. No interest will be paid or accrued on the cash payable upon the surrender of the Certificates. If payment of any portion of the Merger Consideration is to be made to a person Person other than the person Person in whose name the surrendered Certificate or transferred Book Entry Shares is registered, it shall be a condition of payment of such Merger Consideration that either (i) the Certificate so surrendered shall be properly endorsed or shall be otherwise in proper form for transfer or such Book Entry Share shall be properly transferred, in each case, as determined by the Paying Agent and that as set forth in the person letter of transmittal and related instructions and (ii) the Person requesting such payment shall have paid all transfer and other Taxes to the Paying Agent in advance any Tax required by reason of the issuance payment of such Merger Consideration to a person Person other than the registered holder of the Certificate or Book Entry Shares surrendered or shall have established to the satisfaction of the Surviving Corporation that such Tax either has been paid or is not applicable. Until surrendered as contemplated by this Section 1.73.2, each Certificate and Book Entry Share shall be deemed at any time after the Effective Time to represent only the right to receive receive, in cash, the Merger Consideration for each Share in cash formerly represented by such Certificate or Book Entry Share as contemplated by this Section 1.6(b) hereof3.2. No interest will be paid or accrue upon the cash payable upon the surrender of Certificates.

Exchange Procedures. Promptly As soon as reasonably practicable after the Effective Time, Purchaser and the Surviving Corporation shall cause the Paying Agent to be mailed mail to each holder of record, as of the Effective Time, record of a certificate or certificates, which immediately prior to the Effective Time represented outstanding Shares (the “Certificates”), Certificate whose Shares were converted pursuant to Section 1.6(b) hereof 4.1 into the right to receive the Merger Consideration, 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 proper delivery of the Certificates to the Paying Agent and shall be in such form and have such other provisions as Purchaser 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 cancellation to the Paying Agent or to such other agent or agents as may be appointed by Purchaser, together with a duly executed copy of such letter of transmittal, properly completed transmittal and duly executed in accordance compliance with the instructions theretoall such instructions, the holder of such Certificate shall be entitled to receive in exchange therefor the Merger Consideration for each Share formerly represented by such Certificate, without interest thereon, and the Certificate so surrendered shall forthwith be cancelled. No interest will be paid or accrued on the cash payable upon the surrender of the Certificates. If payment of the Merger Consideration is to be made to a person Person other than the person Person in whose name the surrendered Certificate is registered, it shall be a condition precedent of payment that (x) the Certificate so surrendered shall be properly endorsed or shall be otherwise in proper form for transfer and that (y) the person Person requesting such payment shall have paid all transfer and other Taxes required by reason of the issuance to a person other than the registered holder of the Certificate surrendered or shall have established to the satisfaction of the Surviving Corporation that such Tax either has all transfer and other taxes required by reason of the payment of the Merger Consideration to a Person other than the registered holder of the Certificate surrendered have been paid or is are not applicablerequired to be paid. Until surrendered as contemplated by this Section 1.74.2, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive the Merger Consideration for each Share in cash as contemplated by this Section 1.6(b) hereof4.2. No interest will accrue or be paid in respect of the Merger Consideration payable upon surrender of a Certificate or otherwise.

Exchange Procedures. Promptly As promptly as reasonably practicable after the Effective Time, Purchaser and the Surviving Corporation Parent shall cause the Paying Agent to be mailed mail to each holder of record, as of the Effective Time, of a certificate or certificates, which immediately prior to the Effective Time represented outstanding Shares (the “Certificates”), whose Shares were converted pursuant to Section 1.6(bi) hereof into the right to receive the Merger Consideration, a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates or Uncertificated Shares shall pass, only upon proper delivery of the Certificates or transfer of the Uncertificated Shares to the Paying Agent and which shall otherwise be in such form and have such other provisions as Purchaser Parent may reasonably specifyspecify and the form of which the Company has approved (such approval not to be unreasonably withheld, delayed or conditioned)) and (ii) instructions for use in effecting the surrender of the Certificates and the transfer of Uncertificated Shares in exchange for the Merger Consideration. Upon Each holder of record of Shares shall, (x) upon surrender of a Certificate for cancellation to the Paying Agent or to of such other agent or agents as may be appointed by PurchaserCertificate, together with such letter of transmittal, properly duly completed and validly executed, and such other documents as may reasonably be required by the Paying Agent, or (y) upon receipt of a duly completed and validly executed letter of transmittal and such other documents as may reasonably be required by the Paying Agent in accordance with the instructions theretocase of a book-entry transfer of Uncertificated Shares, the holder of such Certificate shall be entitled to receive in exchange therefor the amount of Merger Consideration for each Share formerly that the number of Shares previously represented by such CertificateCertificate or the Uncertificated Shares, as applicable, shall have been converted into the right to receive pursuant to Section 3.01(c), and the any Certificate so surrendered shall forthwith be cancelledcanceled. No interest will be paid or accrued on In the cash payable upon event of a transfer of ownership of Shares which are not registered in the surrender transfer records of the Certificates. If Company, payment of the Merger Consideration is to may be made to a person Person other than the person Person in whose name the Certificate so surrendered Certificate is registered, it shall be a condition of payment that registered if (x) the Certificate so surrendered shall be tendered is properly endorsed or shall be is otherwise in proper form for transfer of transfer, and that (y) the person Person requesting such payment shall have has paid all transfer and other Taxes required by reason of the issuance payment of the Merger Consideration to a person Person other than the registered holder of the Certificate surrendered tendered, or required for any other reason relating to such holder or requesting Person, or shall have established to the satisfaction of the Surviving Corporation Parent and Merger Sub that such Tax either has been paid or is not applicablerequired to be paid. Payment of the Merger Consideration with respect to Uncertificated Shares shall only be made to the Person in whose name such Uncertificated Shares are registered. Until surrendered or transferred as contemplated by this Section 1.73.02(b), each Certificate and each Uncertificated Share shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration for each Share that the holder thereof has the right to receive in respect of such Certificate or Uncertificated Shares pursuant to this Article III. No interest shall be paid or will accrue on any cash as contemplated by Section 1.6(b) hereofpayable to holders of Certificates or Uncertificated Shares pursuant to the provisions of this Article III.

Exchange Procedures. Promptly after As promptly as reasonably practicable following the Effective Time, Purchaser and but in any event no later than five (5) Business Days thereafter, the Surviving Corporation Buyer shall cause the Exchange Agent to be mailed mail to each holder of record, as of the Effective Time, record of a certificate or certificates, which immediately prior to the Effective Time represented outstanding Shares (the “Certificates”), Certificate whose Company Shares were converted pursuant to Section 1.6(b) hereof into the right to receive the Merger Consideration, Consideration pursuant to Section 4.1(a) (i) a form of letter of transmittal (which shall specify that delivery shall be effected, and that risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Paying Exchange Agent and shall be in such a form and have such other provisions as Purchaser Buyer may reasonably specify, and (ii) and instructions for use in effecting the surrender of the Certificates in exchange for the Merger Consideration. Upon surrender of a Certificate for cancellation to the Paying Exchange Agent or to such other agent or agents as may be appointed by PurchaserBuyer, together with such letter of transmittal, properly duly completed and duly validly executed (or, if such Company Shares are held in accordance uncertificated, book-entry form, receipt of an “agent’s message” by the Exchange Agent (it being understood that any references herein to “Certificates” shall be deemed to include references to book-entry account statements relating to the ownership of Company Shares, provided that the holders of any book-entry shares shall not be required to surrender any Certificates in connection with the instructions theretoprocedures set forth in this Article IV)), and such other documents as may reasonably be required by the Exchange Agent, the holder of such Certificate shall be entitled to receive in exchange therefor the amount of Merger Consideration for each Share formerly represented by that such Certificateholder has the right to receive pursuant to Section 4.1(a), and the Certificate so surrendered shall forthwith be cancelled. No interest will be paid or accrued on In the cash payable upon event of a transfer of ownership of Company Shares that is not registered in the surrender transfer records of the Certificates. If Company, payment of the Merger Consideration is to in exchange therefor may be 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 the Certificate so surrendered is registered if, upon presentation to the Exchange Agent, such Certificate shall be properly endorsed or shall be otherwise in proper form for transfer and that the person Person requesting such payment shall have paid all transfer and other pay any Taxes required by reason of the issuance payment to a person Person other than the registered holder of the such Certificate surrendered or shall have established establish to the satisfaction of the Surviving Corporation that such Tax either has Taxes have been paid or is are not applicable. Until surrendered as contemplated by this Section 1.7, each Certificate No interest shall be deemed at paid or shall accrue on the cash payable upon surrender of any time after Certificate. For the Effective Time to represent only purposes of this Agreement, the right to receive the Merger Consideration for each Share in cash as contemplated by Section 1.6(b) hereofterm “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 or other entity of any kind or nature.

Exchange Procedures. Promptly As promptly as practicable after the Effective TimeTime (and in any event, Purchaser and the Surviving Corporation within three (3) Business Days thereafter), Parent shall cause the Paying Agent to be mailed mail to each holder of record, as of the Effective Time, record of a certificate or certificates, which immediately prior to the Effective Time certificates that represented outstanding Shares (the “Certificates”), whose which Shares were converted pursuant to Section 1.6(b) hereof into the right to receive the Merger Consideration, Consideration at the Effective Time pursuant to this Agreement: (i) a letter of transmittal (transmittal, which shall specify that delivery shall be effected, and risk of loss and title to the Certificates (if any) shall pass, only upon proper delivery of the such Certificates (or effective affidavits of loss in lieu thereof) to the Paying Agent Agent, and shall otherwise be in such customary form and have such other provisions as Purchaser Parent or the Paying Agent may reasonably specify; and (ii) and instructions for use in effecting the surrender of the Certificates in exchange for payment of the Merger Consideration. Upon surrender of a Certificate Certificates (or effective affidavits of loss in lieu thereof) for cancellation to the Paying Agent or to such other agent or agents as may be appointed by PurchaserParent, together with such and upon delivery of a letter of transmittal, properly completed and duly executed and in accordance proper form, with the instructions theretorespect to such Certificates, the holder of such Certificate Certificates shall be entitled to receive in exchange therefor the Merger Consideration for each Share formerly represented by such Certificate, and the Certificate Certificates. Any Certificates so surrendered shall forthwith be cancelledcanceled. No interest will be The Merger Consideration paid or accrued on the cash payable upon the surrender for exchange of the Certificates shall be deemed to have been paid in full satisfaction of all rights pertaining to Shares formerly represented by such Certificates. If payment of the Merger Consideration is to be made to a person other than the person in whose name the any surrendered Certificate is registered, it shall be a condition precedent of payment that the Certificate so surrendered shall be properly endorsed or shall be otherwise in proper form for transfer transfer, and that the person requesting such payment shall have paid all any transfer and or other similar Taxes required by reason of the issuance payment of the Merger Consideration to a person other than the registered holder of the Certificate so surrendered or shall have established to the satisfaction of the Surviving Corporation Paying Agent that such Tax Taxes either has have been paid or are not payable. Any holder of non-certificated Shares represented by book-entry (“Book-Entry Shares”) shall not be required to deliver a Certificate or an executed letter of transmittal to the Paying Agent to receive the Merger Consideration that such holder is not applicableentitled to receive pursuant to this Article II. In lieu thereof, each registered holder of one or more Book-Entry Shares shall automatically upon the Effective Time be entitled to receive, and the Surviving Company shall cause the Paying Agent to pay and deliver as soon as reasonably practicable after the Effective Time (and in any event, within three (3) Business Days thereafter), the Merger Consideration payable for each such Book-Entry Share. Payment of the Merger Consideration with respect to Book-Entry Shares shall only be made to the person in whose name such Book-Entry Shares are registered. Until surrendered as contemplated by this Section 1.7hereby, each Certificate or Book-Entry Share shall be deemed at any time after the Effective Time to represent only the right to receive the Merger Consideration for each Share in cash as contemplated by Section 1.6(b) hereofthis Agreement. No interest shall be paid or shall accrue on any cash payable to holders of Certificates or Book-Entry Shares pursuant to the provisions of this Article II.

Exchange Procedures. Promptly after the Effective Time, Purchaser and the Surviving Corporation ------------------- Paying Agent shall cause to be mailed mail to each holder of record, as of the Effective Time, record of a certificate or certificates, which immediately prior to the Effective Time represented outstanding Shares (the “Certificates”), whose Shares were converted pursuant to which Section 1.6(b) hereof 2.1 into the right to receive the Merger Consideration, 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 proper delivery of the Certificates to the Paying Agent and shall be in such form and have such other provisions as Purchaser 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 cancellation to the Paying Agent or to such other agent or agents as may be appointed by PurchaserParent, together with such letter of transmittal, properly completed and duly executed in accordance with the instructions theretoexecuted, the holder of such Certificate shall be entitled to receive in exchange therefor the Merger Consideration for each Share formerly represented by such Certificate, Certificate and the Certificate so surrendered shall forthwith be cancelled. No interest will be paid or accrued on the cash payable upon the surrender of the Certificates. If payment of the Merger Consideration is to be made to a person Person other than the person Person in whose name the surrendered Certificate is registered, it shall be a condition precedent of payment that (x) the Certificate so surrendered shall be properly endorsed or shall be otherwise in proper form for transfer transfer, and that (y) the person Person requesting such payment shall have paid all any transfer and other Taxes taxes required by reason of the issuance payment of the Merger Consideration to a person Person other than the registered holder of the Certificate surrendered or shall have established to the satisfaction of the Surviving Corporation that such Tax tax either has been paid or is not applicablerequired to be paid. Until surrendered as contemplated by this Section 1.72.2, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive the Merger Consideration for each Share in cash as contemplated by this Section 1.6(b) hereof2.2, without interest thereon.

Exchange Procedures. Promptly As soon as reasonably practicable after the -------------------- Effective Time, Purchaser and the Surviving Corporation Paying Agent shall cause to be mailed distribute to each former holder of recordshares of Company Common Stock, as of the Effective Time, of a certificate or certificates, which immediately prior to the Effective Time represented outstanding Shares (the “Certificates”), whose Shares were converted pursuant to Section 1.6(b) hereof into the right to receive the Merger Consideration, 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 surrender to the Paying Agent and shall be in such form and have such other provisions as Purchaser may reasonably specify) and instructions for use in effecting the surrender cancellation of the Certificates in exchange for one or more Certificates, the Merger Consideration. Upon surrender of a Certificate for cancellation to the Paying Agent or to such other agent or agents as may be appointed by Purchaser, together with such letter of transmittal, properly completed and duly executed in accordance with the instructions thereto, the holder of such Certificate shall be entitled to receive in exchange therefor the Merger Consideration for each Share formerly represented by such Certificate, and the Certificate so surrendered shall forthwith be cancelled. No interest will be paid or accrued on the cash payable upon the surrender of the Certificates. If payment of the Merger Consideration is to be made paid to a person Person other than the person Person in whose name the surrendered Certificate is or Certificates are registered, it shall be a condition of payment of the Merger Consideration that the surrendered Certificate so surrendered or Certificates shall be properly endorsed endorsed, with signatures guaranteed, or shall be otherwise in proper form for transfer and that the person Person requesting such payment shall have paid all pay any transfer and or other Taxes required by reason of the issuance payment of the Merger Consideration to a person Person other than the registered holder of the surrendered Certificate surrendered or Certificates or such Person shall have established establish to the satisfaction of the Surviving Corporation Parent that such Tax either has been paid or is not applicable. Until surrendered as contemplated by this Section 1.74.02(c), each Certificate shall be deemed at any time from and after the Effective Time to represent only the right to receive upon such surrender the Per Share Merger Consideration for each Share share of Company Common Stock evidenced by such Certificate. In no event shall the holder of any such surrendered Certificate be entitled to receive interest on any cash to be received in the Merger. Neither the Paying Agent nor any party hereto shall be liable to a holder of shares of Company Common Stock for any amount paid to a public official or Governmental Authority pursuant to any applicable abandoned property, escheat, or similar Law. If any Certificate has not been surrendered prior to the date which is five years after the Effective Time (or immediately prior to such earlier date on which Merger Consideration in respect of such Certificate would otherwise escheat to or become the property of any Governmental Authority), any such cash as contemplated in respect of such Certificate shall, to the extent permitted by Section 1.6(b) hereofapplicable Law, become the property of the Surviving Corporation, free and clear of all claims or interest of any Person previously entitled thereto.

Exchange Procedures. Promptly As soon as reasonably practicable after the Effective TimeTime but in no event more than three (3) business days thereafter, Purchaser and the Surviving Corporation Paying Agent shall cause to be mailed mail to each holder of record, as of the Effective Time, record of a certificate or certificates, which immediately prior to the Effective Time represented outstanding Shares shares of Company Common Stock (the “"Certificates”"), whose Shares shares were converted pursuant to Section 1.6(b) 2.1 hereof into the right to receive the Merger Consideration, 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 proper delivery of the Certificates to the Paying Agent and shall be in such form and have such other provisions as Purchaser 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 cancellation to the Paying Agent or to such other agent or agents as may be appointed by PurchaserParent, together with such letter of transmittal, properly completed and duly executed in accordance with the instructions theretoexecuted, the holder of such Certificate shall be entitled to receive in exchange therefor and the Paying Agent shall promptly pay such person the Merger Consideration for each Share share of Company Common Stock formerly represented by such Certificate, Certificate and the Certificate so surrendered shall forthwith be cancelled. No interest will be paid or accrued on the cash payable upon the surrender of the Certificates. If payment of the Merger Consideration is to be made to a person other than the person in whose name the surrendered Certificate is registered, it shall be a condition of payment that the Certificate so surrendered shall be properly endorsed or shall be otherwise in proper form for transfer and that the person requesting such payment shall have paid all any transfer and other Taxes taxes required by reason of the issuance payment of the Merger Consideration to a person other than the registered holder of the Certificate surrendered or shall have established to the satisfaction of the Surviving Corporation that such Tax tax either has been paid or is not applicable. Until surrendered as contemplated by this Section 1.72.3, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive the Merger Consideration for each Share in cash as contemplated by this Section 1.6(b) hereof2.3.

Exchange Procedures. Promptly after the Effective Time, Purchaser and the Surviving Corporation shall cause to be mailed to each holder of record, as of the Effective Time, of a certificate or certificates, which immediately prior to the Effective Time represented outstanding Shares (the “Certificates”), whose Shares were converted pursuant to Section 1.6(b) hereof into the right to receive the Merger Consideration, 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 Paying Agent and shall be in such form and have such other provisions as Purchaser may reasonably specify) and instructions for use in effecting the surrender of the Certificates in exchange for the Merger Consideration. Upon surrender of a Certificate for cancellation to the Paying Agent or to such other agent or agents as may be appointed by Purchaser, together with such letter of transmittal, properly completed and duly executed in accordance with the instructions thereto, the holder of such Certificate shall be entitled to receive in exchange therefor the Merger Consideration for each Share formerly represented by such Certificate, and the Certificate so surrendered shall forthwith be cancelled. No interest will be paid or accrued on the cash payable upon the surrender of the Certificates. If payment of the Merger Consideration is to be 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 the Certificate so surrendered shall be properly endorsed or shall be otherwise in proper form for transfer and that the person Person requesting such payment shall have paid all transfer and other Taxes required by reason of the issuance to a person Person other than the registered holder of the Certificate surrendered or shall have established to the satisfaction of the Surviving Corporation that such Tax either has been paid or is not applicable. Until surrendered as contemplated by this Section 1.7, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive the Merger Consideration for each Share in cash as contemplated by Section 1.6(b) hereof.

Exchange Procedures. Promptly As soon as reasonably practicable after the Effective Time, Purchaser and the Surviving Corporation Parent shall cause the Exchange Agent to be mailed mail to each holder of record, as of the Effective Time, record of a certificate or certificates, which immediately prior to the Effective Time represented outstanding Shares (the “"Certificates”"), whose Shares were converted pursuant to Section 1.6(b) hereof 2.01 into the right to receive 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 proper delivery of the Certificates to the Paying Exchange Agent and shall be in such form and have such other provisions not inconsistent with this Agreement as Purchaser Parent and the Company 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 cancellation to the Paying Exchange Agent or to and such other agent or agents documents as may be appointed reasonably by Purchaserrequired by the Exchange Agent, together with such letter of transmittal, properly completed and duly executed in accordance with the instructions theretoexecuted, the holder of such Certificate shall be entitled to receive in exchange therefor the Merger Consideration for each Share formerly represented by such Certificate, and the Certificate so surrendered shall forthwith be cancelled. No interest will be paid or accrued on the cash payable upon the surrender of the Certificates. If payment of the Merger Consideration is to be made to a person other than the person in whose name the surrendered Certificate is registered, it shall be a condition of payment that the Certificate so surrendered shall be properly endorsed or shall be otherwise in proper form for transfer and that the person requesting such payment shall have paid all any transfer and other Taxes taxes required by reason of the issuance payment of the Merger Consideration to a person other than the registered holder of the Certificate surrendered or shall have established to the satisfaction of the Surviving Corporation that such Tax tax either has been paid or is not applicable. No interest will be paid or will accrue on the cash payable upon the surrender of any Certificate. Until surrendered as contemplated by this Section 1.72.02, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive the Merger Consideration for each Share in cash as contemplated by this Section 1.6(b) hereof2.02.

Exchange Procedures. Promptly As soon as reasonably practicable after the Effective Time, Purchaser and the Surviving Corporation Exchange Agent shall cause to be mailed mail to each holder of recordrecord of a Certificate or Certificates, as whose shares of the Effective Time, of a certificate or certificates, which immediately prior to the Effective Time represented outstanding Shares (the “Certificates”), whose Shares Company Common Stock were converted pursuant to Section 1.6(b) hereof into the right to receive the Merger Consideration, Delaware Common Stock (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 Paying Exchange Agent and shall be in such form and have such other provisions as Purchaser the Company and the Delaware Corporation may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the Merger ConsiderationDelaware Certificates. Upon surrender of a Certificate for cancellation to the Paying Exchange Agent or to such other agent or agents as may be appointed by Purchaserthe Company, together with such letter of transmittal, properly completed and duly executed in accordance with the instructions theretoexecuted, the holder of such Certificate shall be entitled to receive in exchange therefor the Merger Consideration Delaware Certificate for each Share formerly represented by such Certificate, and the Certificate so surrendered shall forthwith be cancelled. No interest will be paid or accrued on If the cash payable upon the surrender of the Certificates. If payment of the Merger Consideration Delaware Certificate is to be made to a person other than the person in whose name the surrendered Certificate is registered, it shall be a condition of payment exchange that the Certificate so surrendered shall be properly endorsed or shall be otherwise in proper form for transfer and that the person requesting such payment exchange shall have paid all any transfer and other Taxes taxes required by reason of the issuance exchange of the Certificate to a person other than the registered holder of the Certificate surrendered or shall have established to the satisfaction of the Surviving Corporation that such Tax tax either has been paid or is not applicable. Until surrendered as contemplated by this Section 1.7section, each Certificate shall be deemed deemed, at any time after the Effective Time Time, to represent only the right to receive the Merger Consideration for each Share in cash a Delaware Certificate as contemplated by Section 1.6(b) hereofthis section.

Exchange Procedures. Promptly (a) As promptly as practicable after the Merger Effective TimeDate, Purchaser and in any event within five (5) Business Days thereafter, the Surviving Corporation Exchange Agent shall cause to be mailed mail to each holder of record, as record of the Effective Time, outstanding shares of a certificate or certificates, which immediately prior to the Effective Time represented outstanding Shares (the “Certificates”), whose Shares were converted pursuant to Section 1.6(b) hereof into the right to receive the Merger Consideration, First Franklin Common Stock 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 Paying Agent and shall be in such form and have such other provisions as Purchaser may substance reasonably specifyacceptable to First Franklin (the “Letter of Transmittal”) and containing instructions for use in effecting the surrender of the Certificates in exchange Certificate(s) held by such holder for the Merger Considerationpayment therefor. Upon a holder’s surrender of a Certificate for cancellation the Certificate(s) to the Paying Exchange Agent or to such other agent or agents as may be appointed by Purchaser, together with such letter of transmittal, properly completed and duly executed in accordance with the instructions theretoset forth in the Letter of Transmittal or upon compliance with the procedures in Section 2.03(f) hereof, the such holder of such Certificate shall be entitled to promptly receive in exchange therefor the Merger Consideration, without interest thereon. Neither Cheviot Financial nor the Exchange Agent shall be obligated to deliver the Merger Consideration for each Share formerly represented by to a former stockholder of First Franklin until such Certificateformer stockholder surrenders his Certificate(s), and or provides the Certificate so surrendered shall forthwith be cancelled. No interest will be paid or accrued on the cash payable upon the surrender of the Certificates. documentation set forth in Section 2.03(f) hereof. (b) If payment of the Merger Consideration is to be made to a person Person other than the person Person in whose name the a Certificate surrendered Certificate in exchange therefor is registered, it shall be a condition of payment that the Certificate so surrendered shall be properly endorsed (or shall be accompanied by an appropriate instrument of transfer) and otherwise in proper form for transfer transfer, and that the person Person requesting such payment shall have paid all pay any transfer and or other Taxes taxes required by reason of the issuance payment to a person Person other than the registered holder of the Certificate surrendered surrendered, or required for any other reason, or shall have established establish to the satisfaction of the Surviving Corporation Exchange Agent that such Tax either tax has been paid or is not applicable. Until surrendered as contemplated by this Section 1.7payable. (c) Immediately prior to the Merger Effective Date, each Certificate Cheviot Financial shall deposit, or shall cause Cheviot Savings Bank to deposit, in trust with the Exchange Agent, an amount of cash equal to the aggregate Merger Consideration (the “Exchange Fund”). (d) The payment of the Merger Consideration upon the exchange of First Franklin Common Stock in accordance with the terms and conditions hereof shall constitute full satisfaction of all rights pertaining to such First Franklin Common Stock. (e) 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 First Franklin of the shares of First Franklin Common Stock which are outstanding immediately prior to the Merger Effective Date, and the stock transfer books of First Franklin 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 Exchange Agent (or to receive Cheviot Financial, if the Exchange Agent’s duties hereunder have been discharged), they shall be canceled and exchanged for the Merger Consideration as provided in this Article II. (f) In the event any Certificate for First Franklin Common Stock shall have been lost, stolen or destroyed, the Exchange Agent (or Cheviot Financial, if the Exchange Agent’s duties hereunder have been discharged pursuant to (h) below) shall deliver in exchange for such lost, stolen or destroyed certificate, upon the making of an affidavit of the fact by the holder thereof, the Merger Consideration for each Share the shares of First Franklin Common Stock represented thereby as provided for herein; provided, however, that Cheviot Financial may, in its sole discretion and as a condition precedent to the delivery thereof, require the owner of such lost, stolen or destroyed Certificate to deliver a bond in such reasonable sum as Cheviot Financial may determine as indemnity against any claim that may be made against First Franklin, Cheviot Financial or any other party with respect to the Certificate alleged to have been lost, stolen or destroyed. (g) The Exchange Agent shall invest any cash included in the Exchange Fund as contemplated directed by Section 1.6(bCheviot Financial; provided that such investments shall be in obligations of or guaranteed by the United States of America or in commercial paper obligations rated A-1 or P-1 or better by Xxxxx’x Investors Service, Inc. or Standard & Poor’s Corporation, respectively, or a combination of the foregoing or in certificates of deposit, bank repurchase agreements or banker’s acceptances of commercial banks with capital exceeding $1,000,000,000 and, in any such case no such instrument shall have a maturity exceeding three months. To the extent that there are losses with respect to such investments, or the Exchange Fund diminishes for other reasons below the level required to make prompt cash payment of the aggregate Merger Consideration payable pursuant to this Agreement to holders of First Franklin Common Stock, Cheviot Financial shall promptly replace or restore the cash in the Exchange Fund lost through such investments or other events so as to ensure that the Exchange Fund is at all times maintained at a level sufficient to make all required payments hereunder. (h) hereofAny portion of the Exchange Fund that remains undistributed to the holders of Certificates for six months after the Merger Effective Date shall be delivered to Cheviot Financial, and any holders of the Certificates who have not theretofore complied with this Article II shall thereafter look only to Cheviot Financial for the Merger Consideration with respect to the shares of First Franklin Common Stock formerly represented thereby to which such holders are entitled pursuant to Article II.

Exchange Procedures. Promptly after the Effective Time, Purchaser and the Surviving Corporation Highway or its appointed designee shall cause to be mailed mail to each holder of record, as of the Effective Time, of a certificate or certificates, which immediately prior to the Effective Time represented outstanding Shares certificates of Company Common Stock (the “"Company Certificates”), ") whose Shares were shares are converted pursuant to Section 1.6(b) hereof into the right to receive the Merger ConsiderationShares, (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Company Certificates shall passpass to Highway, only upon proper delivery of the Company Certificates to the Paying Agent Highway and which shall be in such form and have such other provisions as Purchaser Highway may reasonably specify) and (ii) instructions for use in effecting the surrender of the Company Certificates in exchange for the Merger ConsiderationShares and any dividends or other distributions pursuant to Section 2.7(b). Upon surrender of a Certificate Company Certificates for cancellation to the Paying Agent or to such other agent or agents as may be appointed by PurchaserHighway, together with such letter of transmittal, properly duly completed and duly validly executed in accordance with the instructions thereto, the holder holders of such Certificate Company Certificates shall be entitled to receive the Merger Shares in exchange therefor the Merger Consideration for each Share formerly represented by such Certificateand any dividends or distributions payable pursuant to Section 2.7(b), and the Certificate Company Certificates so surrendered shall forthwith be cancelledcanceled. No interest Until so surrendered, outstanding Company Certificates will be paid or accrued on the cash payable upon the surrender of the Certificates. If payment of the Merger Consideration is to be made to a person other than the person in whose name the surrendered Certificate is registered, it shall be a condition of payment that the Certificate so surrendered shall be properly endorsed or shall be otherwise in proper form for transfer deemed from and that the person requesting such payment shall have paid all transfer and other Taxes required by reason of the issuance to a person other than the registered holder of the Certificate surrendered or shall have established to the satisfaction of the Surviving Corporation that such Tax either has been paid or is not applicable. Until surrendered as contemplated by this Section 1.7, each Certificate shall be deemed at any time after the Effective Time Time, for all corporate purposes, subject to represent only Section 2.9, to evidence the right ownership of the number of full shares of Highway Common Stock into which such shares of the Company Common Stock shall have been so converted and any dividends or distributions payable pursuant to Section 2.7(b). Notwithstanding the foregoing, if any Company Certificate is lost, stolen, destroyed or mutilated, such holder shall provide evidence reasonably satisfactory to Highway as to such loss, theft, destruction or mutilation and an affidavit in form and substance satisfactory to Highway, and, thereupon, such holder shall be entitled to receive the Merger Consideration for each Share Shares in cash as contemplated by exchange therefor and any dividends or distributions payable pursuant to Section 1.6(b) hereof2.7(b), and the Company Certificates so surrendered shall forthwith be canceled.

Exchange Procedures. Promptly after the Effective Time, Purchaser and the Surviving Corporation Parent shall cause to be mailed to each holder of recordperson who was, as of at the Effective Time, a holder of a certificate or certificates, which immediately prior to the Effective Time represented outstanding record of Shares (the “Certificates”), whose Shares were converted pursuant to Section 1.6(b) hereof into the right entitled to receive the Merger Consideration, Consideration pursuant to Section 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 Shares shall pass, only upon proper delivery of the Certificates Shares to the Paying Agent and shall be in such form and have such other provisions as Purchaser may reasonably specifyAgent) and (ii) instructions for use in effecting the surrender of the Certificates certificates evidencing such Shares (the “Certificates”) or the non-certificated Shares represented by book-entry (“Book-Entry Shares”) in exchange for the Merger Consideration. Upon (A) surrender of a Certificate for cancellation to the Paying Agent or to such other agent or agents as may be appointed by Purchaserfor cancellation, together with such letter of transmittal, properly duly completed and duly validly executed in accordance with the instructions thereto, or (B) receipt by the Paying Agent of an “agent’s message” in the case of Book-Entry Shares, and, in each case, such other documents as may be required pursuant to such instructions, the holder of such Certificate Shares shall be entitled to receive in exchange therefor the Merger Consideration for each Share formerly represented by which such Certificateholder has the right to receive pursuant to the provisions of this Article II, and the Certificate or Book-Entry Shares so surrendered shall forthwith be cancelledcanceled. No interest will be paid or accrued on In the cash payable upon event of a transfer of ownership of Shares that is not registered in the surrender transfer records of the Certificates. If Company, payment of the Merger Consideration is to may be made to a person other than the person in whose name the Certificate or Book-Entry Shares so surrendered are registered if the Certificate is registered, it or Book-Entry Shares representing such Shares shall be a condition of payment that presented to the Certificate so surrendered shall Paying Agent, accompanied by all documents required to evidence and effect such transfer or otherwise be properly endorsed or shall be otherwise in proper form for transfer transfer, and that the person requesting such payment shall have paid all pay any fiduciary or surety bonds or any transfer and or other Taxes required solely by reason of the issuance payment of the Merger Consideration to a person other than the registered holder of the such Certificate surrendered or shall have established Book-Entry Shares or establish to the reasonable satisfaction of the Surviving Corporation Parent that such Tax either has been paid or is not applicable. Until surrendered as contemplated by this Section 1.72.02, each Certificate or Book-Entry Share 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 for each to which the holder of such Certificate or Book-Entry Share in is entitled pursuant to this Article II. No interest shall be paid or will accrue on any cash as contemplated by Section 1.6(b) hereofpayable to holders of Certificates or Book-Entry Shares pursuant to the provisions of this Article II.

Exchange Procedures. Promptly As soon as rea- sonably practicable after the Effective Time, Purchaser and the Surviving Corporation Paying Agent shall cause to be mailed mail to each holder of record, as of the Effective Time, record of a certificate or certificates, which immediately prior to the Effective Time represented outstanding Shares (the “Certificates”"CERTIFICATES"), whose Shares were converted pursuant to Section 1.6(b) hereof 2.1 into the right to receive the Merger Consideration, 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 proper delivery receipt of the Certificates to by the Paying Agent and shall be in such form and have such other provisions as Purchaser 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 cancellation to the Paying Agent or to such other agent or agents as may be appointed by PurchaserParent, together with such letter of transmittal, properly completed and duly executed in accordance with the instructions theretoexecuted, the holder of such Certificate shall be entitled to receive in exchange therefor the Merger Consideration for each Share formerly represented by such Certificate, Certificate and the Certificate so surrendered shall forthwith be cancelled. No interest will be paid or accrued on the cash payable upon the surrender of the Certificates. If payment of the Merger Consideration is to be made to a person other than the person in whose name the surrendered Certificate is registered, it shall be a condition of payment that the Certificate so surrendered shall be properly endorsed or shall be otherwise in proper form for transfer and that the person requesting such payment shall have paid all any transfer and other Taxes taxes required by reason of the issuance payment of the Merger Consideration to a person other than the registered holder of the Certificate surrendered or shall have established to the satisfaction of the Surviving Corporation that such Tax tax either has been paid or is not applicable. Until surrendered as contemplated by this Section 1.72.2, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive the Merger Consideration for each Share in cash as contemplated by this Section 1.6(b) hereof2.2. The right of any stockholder to receive the Merger Consideration shall be subject to and reduced by any applicable withholding obligation.

Exchange Procedures. Promptly after the Effective Time, Purchaser and but in no event more than five (5) Business Days, the Surviving Corporation Parent shall cause the Paying Agent to be mailed mail to each holder of record, as of the Effective Time, record of a certificate or certificates, certificates which immediately prior to the Effective Time represented issued and outstanding Shares shares of Common Stock (the “Certificates”), ) whose Shares shares were converted pursuant to Section 1.6(b) hereof 3.1 into the right to receive the Merger Consideration, Consideration (i) a letter of transmittal in customary form, mutually agreed to by the Company and the Parent (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 Paying Agent and shall be in such form and have such other provisions as Purchaser may reasonably specifyAgent) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for payment of the Merger Consideration. Upon After the Effective Time, upon surrender of a Certificate for cancellation to the Paying Agent or to such other agent or agents as may be appointed by Purchaserthe Parent, together with such letter of transmittaltransmittal materials, properly completed and duly executed in accordance with the instructions theretoexecuted, the holder of such Certificate shall be entitled to receive in exchange therefor the Merger Consideration for each Share share of Common Stock formerly represented by such CertificateCertificate or Certificates, and the Certificate or Certificates so surrendered shall forthwith be cancelled. No interest will , and the holder of such Certificate shall be paid or accrued on promptly in exchange therefor cash in an amount equal to the cash payable upon Merger Consideration that such holder has the surrender of right to receive pursuant to the Certificatesprovisions hereof. If payment of the Merger Consideration is to be made to a person Person other than the person Person in whose name the surrendered Certificate is registered, it shall be a condition precedent of payment that (x) the Certificate so surrendered shall be properly endorsed or shall be otherwise in proper form for transfer and that (y) the person Person requesting such payment shall have paid all any transfer and other Taxes taxes required by reason of the issuance payment of the Merger Consideration to a person Person other than the registered holder of the Certificate surrendered or shall have established to the satisfaction of the Surviving Corporation that such Tax tax either has been paid or is not applicablerequired to be paid. Until surrendered as contemplated by this Section 1.73.6(b), neither the Parent nor the Purchaser shall be obligated to deliver the Merger Consideration to the holder of shares of Common Stock and, after the Effective Time, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive the Merger Consideration for each Share in cash as contemplated by Section 1.6(b) hereofConsideration, without interest thereon.

Exchange Procedures. Promptly after the Effective Time, Purchaser and the Surviving Corporation shall cause to be mailed Paying Agent shall, within two (2) business days, mail to each holder of record, as of the Effective Time, record of a certificate or certificates, certificates which immediately prior to the Effective Time represented outstanding Shares (the “Certificates”), ) and whose Shares were converted pursuant to Section 1.6(b) hereof 2.1 into the right to receive the Merger Consideration, 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 proper delivery of the Certificates to the Paying Agent and shall be in such form and have such other provisions as Purchaser Parent may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for payment of the Merger Consideration. Such letter and instructions can be faxed to the holder upon request. Upon surrender of a Certificate for cancellation to the Paying Agent or to such other agent or agents as may be appointed by PurchaserParent, together with such letter of transmittal, properly completed and duly executed in accordance with the instructions theretoexecuted, the holder of such Certificate shall be entitled to receive in exchange therefor the Merger Consideration for each Share formerly represented by such Certificate, Certificate and the Certificate so surrendered shall forthwith be cancelled. No interest will Such payment shall be paid made to the holder of record within two (2) business days and shall be made by either bank check or accrued on electronic wire transfer, at the cash payable upon the surrender option of the Certificatesholder of record. If payment of the Merger Consideration is to be made to a person Person other than the person Person in whose name the surrendered Certificate is registered, it shall be a condition precedent of payment that (x) the Certificate so surrendered shall be properly endorsed or shall be otherwise in proper form for transfer and that (y) the person Person requesting such payment shall have paid all any transfer and other Taxes similar taxes required by reason of the issuance payment of the Merger Consideration to a person Person other than the registered holder of the Certificate surrendered or shall have established to the satisfaction of the Surviving Corporation that such Tax tax either has been paid or is not applicablerequired to be paid. Until surrendered as contemplated by this Section 1.72.2, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive the Merger Consideration for each Share in cash as contemplated by this Section 1.6(b) hereof2.2, without interest thereon.

Exchange Procedures. Promptly after the Effective Time, Purchaser and the Surviving Corporation shall cause to be mailed to each holder of record, as of the Effective Time, of a certificate or certificates, which immediately prior to the Effective Time represented outstanding Shares (the “Certificates”"CERTIFICATES"), whose Shares were converted pursuant to Section 1.6(b1.4(b) hereof into the right to receive the Merger Consideration and the Distribution Consideration, 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 Paying Transfer Agent and shall be in such form and have such other provisions as Purchaser may reasonably specify) and instructions for use in effecting the surrender of the Certificates in exchange for the Merger ConsiderationConsideration and the Distribution Consideration to be received by each stockholder. Upon surrender of a Certificate for cancellation to the Paying Transfer Agent or to such other agent or agents as may be appointed by Purchaser, together with such letter of transmittal, properly completed and duly executed in accordance with the instructions thereto, the holder of such Certificate shall be entitled to receive in exchange therefor the Merger Consideration and the Distribution Consideration for each Share formerly represented by such Certificate, and the Certificate so surrendered shall forthwith be cancelled. No interest will be paid or accrued on the cash payable upon the surrender of the Certificates. If payment of the Merger Consideration and the Distribution Consideration is to be 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 shall be properly endorsed or shall be otherwise in proper form for transfer and that the person requesting such payment shall have paid all transfer and other Taxes (as defined herein) required by reason of the issuance to a person other than the registered holder of the Certificate surrendered or shall have established to the reasonable satisfaction of the Surviving Corporation that such Tax (as defined herein) either has been paid or is not applicable. Until surrendered as contemplated by this Section 1.71.5, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive the Merger Consideration and the Distribution Consideration for each Share in cash as contemplated by Section 1.6(b1.4(b) hereof.

Exchange Procedures. Promptly after the Effective Time, Purchaser and the ------------------- Surviving Corporation shall cause the Exchange Agent to be mailed mail to each holder of record, as record of the Effective Time, of a certificate or certificates, which immediately prior to the Effective Time represented outstanding Shares (the “Certificates”), whose Shares were converted pursuant to Section 1.6(bother than holders of Excluded Shares) hereof into the right to receive the Merger Consideration, (i) a letter of transmittal (which shall shall, among other matters, specify that delivery of the Certificates shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery actual receipt of the Certificates to (or affidavits of loss in lieu thereof) by the Paying Agent and shall be in such form and have such other provisions as Purchaser may reasonably specifyExchange Agent) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the Merger ConsiderationConsideration due and payable to such holder. Upon surrender of a Certificate for cancellation to the Paying Exchange Agent or to such other agent or agents as may be appointed by Purchaser, together with such letter of transmittal, properly completed and duly executed in accordance with the instructions theretoexecuted, the holder of such Certificate shall be entitled to receive in exchange therefor a check in the amount (after giving effect to any required tax withholdings) of the Merger Consideration for each Share formerly represented by due and payable in respect of such Certificate, holder's Shares and the Certificate so surrendered shall forthwith be cancelledcanceled. No interest will be paid or accrued on the cash any amount payable upon the due surrender of the Certificates. If payment All Merger Consideration paid upon surrender for exchange of Shares in accordance with the terms of this Agreement shall be deemed to have been paid in full satisfaction of all rights pertaining to such Shares. In the event of a transfer of ownership of Shares that is not registered in the transfer records of the Merger Consideration is Company, a check for the amount of cash to be 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 shall be properly endorsed or shall be otherwise in proper form for transfer and that the person requesting such payment shall have paid all transfer and other Taxes required by reason of the issuance to a person other than the registered holder upon due surrender of the Certificate surrendered or shall have established may be delivered to such a transferee if the Certificate formerly representing such Shares is presented to the satisfaction of Exchange Agent, accompanied by all documents required by the Surviving Corporation Exchange Agent to evidence and effect such transfer and to evidence that such Tax either has any applicable stock transfer taxes have been paid or is not applicable. Until surrendered as contemplated by this Section 1.7, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive the Merger Consideration for each Share in cash as contemplated by Section 1.6(b) hereofpaid.

Exchange Procedures. Promptly As soon as practicable after the Effective TimeTime but in no event more than three business days thereafter, Purchaser and the Surviving Corporation Parent shall cause the Paying Agent to be mailed mail to each holder of record, as of the Effective Time, record of a certificate or certificates, which immediately prior to the Effective Time represented outstanding Shares shares of Company Common Stock (the “"Certificates”"), whose Shares shares were converted pursuant to Section 1.6(b) hereof 2.1 hereto into the right to receive 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 proper delivery of the Certificates to the Paying Agent and shall be in such form and have such other provisions as Purchaser 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 cancellation to the Paying Agent or to such other agent or agents as may be appointed by PurchaserAgent, together with such letter of transmittal, properly completed and duly executed in accordance with the instructions theretoexecuted, the holder of such Certificate shall be entitled to receive in exchange therefor the Merger Consideration (subject to subsection (e) below) for each Share share of Company Common Stock formerly represented by such Certificate, Certificate and the Certificate so surrendered shall forthwith be cancelled. No interest will be paid or accrued on the cash payable upon the surrender of the Certificates. If payment of the Merger Consideration is to be 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 the Certificate so surrendered shall be properly endorsed or shall be otherwise in proper form for transfer and that the person Person requesting such payment shall have paid all any transfer and other Taxes taxes required by reason of the issuance payment of the Merger Consideration to a person Person other than the registered holder of the Certificate surrendered or shall have established to the satisfaction of the Surviving Corporation that such Tax tax either has been paid or is not applicable. For purposes of this Agreement, the term "Person" shall mean an individual, corporation, partnership, limited liability company, joint venture, association, trust, estate, unincorporated organization or other entity. Until surrendered as contemplated by this Section 1.72.2, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive the Merger Consideration for each Share in cash as contemplated by this Section 1.6(b) hereof2.2.

Exchange Procedures. Promptly As soon as practicable after the Effective Time, Purchaser and the Surviving Corporation shall cause to be mailed to each holder of recordan outstanding certificate or certificates which prior thereto represented Shares shall, as upon surrender to the Exchange Agent of such certificate or certificates and acceptance thereof by the Effective TimeExchange Agent, of be entitled to a certificate representing that number of whole shares G:\LEGAL\AGREEMNT\MERGER\PIONEER.4TH 3 of Conseco Common Stock (and cash in lieu of fractional shares of Conseco Common Stock as contemplated by this Section 1.10) which the aggregate number of Shares previously represented by such certificate or certificates, which immediately prior to the Effective Time represented outstanding Shares (the “Certificates”), whose Shares were certificates surrendered shall have been converted pursuant to Section 1.6(b) hereof into the right to receive the Merger Consideration, a letter pursuant to Section 1.9(a) of transmittal (which this Agreement. The Exchange Agent shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only accept such certificates upon proper delivery of the Certificates to the Paying Agent and shall be in such form and have such other provisions as Purchaser may reasonably specify) and instructions for use in effecting the surrender of the Certificates in exchange for the Merger Consideration. Upon surrender of a Certificate for cancellation to the Paying Agent or to such other agent or agents as may be appointed by Purchaser, together compliance with such letter of transmittal, properly completed reasonable terms and duly executed conditions as the Exchange Agent may impose to effect an orderly exchange thereof in accordance with normal exchange practices. If the instructions thereto, the holder of such Certificate shall consideration to be entitled to receive paid in exchange therefor the Merger Consideration for each Share formerly represented by such Certificate, and the Certificate so surrendered shall forthwith be cancelled. No interest will be paid (or accrued on the cash payable upon the surrender of the Certificates. If payment of the Merger Consideration any portion thereof) is to be made delivered to a any person other than the person in whose name the certificate representing Shares surrendered Certificate in exchange therefor is registered, it shall be a condition of payment to such exchange that the Certificate certificate so surrendered shall be properly endorsed or shall otherwise be otherwise in proper form for transfer and that the person requesting such payment exchange shall have paid all pay to the Exchange Agent any transfer and or other Taxes taxes required by reason of the issuance payment of such consideration to a person other than the registered holder of the Certificate surrendered certificate surrendered, or shall have established establish to the satisfaction of the Surviving Corporation Exchange Agent that such Tax either tax has been paid or is not applicable. After the Effective Time, there shall be no further transfer on the records of the Company or its transfer agent of certificates representing Shares and if such certificates are presented to the Company for transfer, they shall be canceled against delivery of the Merger Consideration as hereinabove provided. Until surrendered as contemplated by this Section 1.71.10(b), each Certificate certificate representing Shares (other than certificates representing Shares to be canceled in accordance with Section 1.9(b)), shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration for each Share in cash payable with respect to such Shares, without any interest thereon, as contemplated by Section 1.6(b) hereof1.9. No interest will be paid or will accrue on any cash payable as Merger Consideration.

Exchange Procedures. Promptly (a) As soon as reasonably practicable after the Merger Effective Time, Purchaser and the Surviving Corporation CMFT shall cause DST Systems, Inc., or any successor transfer agent of CMFT (the “Transfer Agent”), to be mailed record on the stock records of CMFT the issuance of shares of CMFT Common Stock (including any fractional shares thereof) equal to the Merger Consideration that is issuable to each holder of recordEligible Shares pursuant to Section 3.1 and each holder of CCPT V Restricted Share Awards pursuant to Section 3.2. For the avoidance of doubt, payment of the Merger Consideration shall only be made to the Person in whose name the relevant Eligible Shares are registered in the stock transfer books of CCPT V as of the Merger Effective Time. (b) None of CMFT, CCPT V, the Surviving Entity, the Transfer Agent, or any employee, officer, director, agent or Affiliate of such entities, shall be liable to any Person in respect of any Merger Consideration (or the appropriate portion thereof) that has been delivered to a certificate public official pursuant to any applicable abandoned property, escheat or certificates, which similar Law. Any amounts so delivered that remain unclaimed by holders of Eligible Shares immediately prior to the Effective Time represented outstanding Shares (the “Certificates”)time at which such amounts would otherwise escheat to, whose Shares were converted pursuant to Section 1.6(b) hereof into the right to receive the Merger Considerationor become property of, a letter of transmittal (which shall specify that delivery shall be effectedany Governmental Authority shall, and risk of loss and title to the Certificates shall passextent permitted by applicable Law, only upon proper delivery become the property of the Certificates to the Paying Agent CMFT free and shall be in such form and have such other provisions as Purchaser may reasonably specify) and instructions for use in effecting the surrender clear of the Certificates in exchange for the Merger Consideration. Upon surrender of a Certificate for cancellation to the Paying Agent any claims or to such other agent or agents as may be appointed by Purchaser, together with such letter of transmittal, properly completed and duly executed in accordance with the instructions thereto, the holder interest of such Certificate shall be holders or their successors, assigns or personal representatives previously entitled to receive in exchange therefor the Merger Consideration for each Share formerly represented by such Certificate, and the Certificate so surrendered shall forthwith be cancelled. thereto. (c) No interest will shall be paid or accrued on the cash payable upon the surrender of the Certificates. If payment of the Merger Consideration is to be made to a person other than (or any amounts in respect thereof, including any dividends payable on shares of CMFT Common Stock) for the person in whose name the surrendered Certificate is registered, it shall be a condition benefit of payment that the Certificate so surrendered shall be properly endorsed holders of Eligible Shares or shall be otherwise in proper form for transfer and that the person requesting such payment shall have paid all transfer and other Taxes required by reason of the issuance to a person other than the registered holder of the Certificate surrendered or shall have established to the satisfaction of the Surviving Corporation that such Tax either has been paid or is not applicable. Until surrendered as contemplated by this Section 1.7, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive the Merger Consideration for each CCPT V Restricted Share in cash as contemplated by Section 1.6(b) hereofAwards.

Exchange Procedures. Promptly As soon as reasonably practicable after the Effective Time, Purchaser and the Surviving Corporation Paying Agent shall cause to be mailed mail to each holder of record, as of the Effective Time, record of a certificate or certificates, which immediately prior to the Effective Time represented outstanding Shares (the “"Certificates”"), whose Shares were converted pursuant to to Section 1.6(b) 2.1 hereof into the right to receive the Merger Consideration, 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 proper delivery of the Certificates to the Paying Agent and shall be in such form and have such other provisions as Purchaser 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 cancellation to the Paying Agent or to such other agent or agents as may be appointed by PurchaserParent, together with such letter of transmittal, properly completed and duly executed in accordance with the instructions theretoexecuted, the holder of such Certificate shall be entitled to receive in exchange therefor the Merger Consideration for each Share formerly represented by such Certificate, Certificate and the Certificate so surrendered shall forthwith be cancelled. No interest will be paid or accrued on the cash payable upon the surrender of the Certificates. If payment of the Merger Consideration is to be made to a person other than the person in whose name the surrendered Certificate is registered, it shall be a condition of payment that the Certificate so surrendered shall be properly endorsed or shall be otherwise in proper form for transfer and that the person requesting such payment shall have paid all any transfer and other Taxes taxes required by reason of the issuance payment of the Merger Consideration to a person other than the registered holder of the Certificate surrendered or shall have established to the satisfaction of the Surviving Corporation that such Tax tax either has been paid or is not applicable. Until surrendered as contemplated by this Section 1.72.2, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive the Merger Consideration for each Share in cash as contemplated by this Section 1.6(b) hereof2.2.

Exchange Procedures. Promptly after the Effective Time, Purchaser and the Surviving Corporation shall cause the Paying Agent to be mailed mail to each holder of record, as of the Effective Time, record of a certificate or certificatescertificates (or evidence of shares in book-entry form), which immediately prior to the Effective Time represented outstanding Shares (the “Certificates”), whose Shares shares were converted pursuant to Section 1.6(b) hereof 2.7 into the right to receive 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 proper delivery of the Certificates to the Paying Agent Agent, and which shall be in such form and shall have such other provisions (including customary provisions with respect to delivery of an “agent’s message” with respect to shares held in book-entry form) as Purchaser 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 cancellation to the Paying Agent or to such other agent or agents as may be appointed by PurchaserAgent, together with such letter of transmittal, properly duly completed and duly validly executed in accordance with the instructions thereto(and such other customary documents as may reasonably be required by the Paying Agent), the holder of such Certificate shall be entitled to receive in exchange therefor the Merger Consideration Consideration, without interest, for each Share formerly represented by such Certificate, and the Certificate so surrendered shall forthwith be cancelled. No interest will be paid or accrued on the cash payable upon the surrender of the Certificatescanceled. If payment of the Merger Consideration is to be 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 (A) the Certificate so surrendered shall be properly endorsed or shall otherwise be otherwise in proper form for transfer and that (B) the person Person requesting such payment shall have paid all any transfer and other Taxes taxes required by reason of the issuance payment of the Merger Consideration to a person Person other than the registered holder of the such Certificate surrendered or shall have established to the reasonable satisfaction of the Surviving Corporation that such Tax tax either has been paid or is not applicable. Until surrendered as contemplated by this Section 1.72.8, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive the Merger Consideration for each Share in cash as contemplated by Section 1.6(b) hereofthis Article II, without interest.

Exchange Procedures. Promptly As promptly as practicable after the Effective Time, Purchaser and the Surviving Corporation in any event within five business days thereafter, Parent shall cause the Exchange Agent to be mailed mail to each holder of record, as record of the Effective Time, shares of a certificate or certificates, which immediately prior to the Effective Time represented outstanding Shares (the “Certificates”), Company Common Stock whose Shares shares of Company Common Stock were converted pursuant to Section 1.6(b) hereof into the right to receive the Merger Consideration, Consideration pursuant to Section 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 proper delivery of the Certificates to the Paying Exchange Agent and which shall be in such form and have such other provisions as Purchaser 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 cancellation to the Paying Agent or to such other agent or agents as may be appointed by PurchaserExchange Agent, together with such letter of transmittal, properly duly completed and duly executed in accordance with validly executed, and/or such other documents as may be reasonably required by the instructions theretoExchange Agent, the holder of such Book-Entry Share or Certificate shall be entitled to receive in exchange therefor a check for the Merger Consideration for each Share formerly represented by that such Certificateholder is entitled to receive pursuant to the provisions of this Article II , and the Book- Entry Share or Certificate so surrendered shall forthwith be cancelledcanceled. No interest will be paid or accrued on In the cash payable upon event of a transfer of ownership of shares of Company Common Stock that is not registered in the surrender transfer records of the Certificates. If payment Company, a check for the proper amount of cash comprising the Merger Consideration is to shall be made issued to a person other than the person in whose name the Certificate so surrendered Certificate is registered, it shall be a condition of payment that if, upon presentation to the Exchange Agent, such Certificate so surrendered shall be properly endorsed or shall otherwise be otherwise in proper form for transfer. In such case, the amount of any stock transfer and that or other similar Taxes (whether imposed on the registered holder(s), or such other person, or otherwise) payable on account of such issuance or transfer to such other person requesting such payment shall have paid all transfer and other Taxes required by reason be deducted from the amount otherwise payable pursuant to the immediately preceding sentence, unless evidence satisfactory to the Exchange Agent of the issuance to a person other than the registered holder payment of the Certificate surrendered such Taxes, or shall have established to the satisfaction of the Surviving Corporation that such Tax either has been paid or exemption therefrom, is not applicablesubmitted. Until surrendered as contemplated by this Section 1.72.02(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. No interest will be paid or will accrue for the benefit of holders of shares of Company Common Stock on the Merger Consideration for each Share in cash as contemplated by Section 1.6(b) hereofpayable to holders of Company Common Stock pursuant to this Article II .

Exchange Procedures. Promptly after the Effective Time, Purchaser and the Surviving Corporation ------------------- Paying Agent shall cause to be mailed mail to each holder of record, as record of the Effective Time, of a certificate or certificates, which immediately prior to the Effective Time represented outstanding Shares (the “"Certificates”"), ------------ whose Shares shares were converted pursuant to Section 1.6(b) hereof 2.1 into the right to receive the Merger Consideration, 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 proper delivery of the Certificates to the Paying Agent and shall be in such form and have such other provisions as Purchaser may reasonably specifyAgent) 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 cancellation to the Paying Agent or to such other agent or agents as may be appointed by PurchaserParent, together with such letter of transmittal, properly completed and duly executed in accordance with the instructions theretoexecuted, the holder of such Certificate shall be entitled to receive in exchange therefor the Merger Consideration for each Share formerly represented by such Certificate, Certificate and the Certificate so surrendered shall forthwith be cancelled. No interest will be paid or accrued on the cash payable upon the surrender of the Certificates. If payment of the Merger Consideration is to be made to a person Person (as hereinafter defined) other than the person Person in whose name the surrendered Certificate is registered, it shall be a condition precedent of payment that (x) the Certificate so surrendered shall be properly endorsed or shall be otherwise in proper form for transfer transfer, and that (y) the person Person requesting such payment shall have paid all any transfer and other Taxes taxes required by reason of the issuance payment of the Merger Consideration to a person Person other than the registered holder of the Certificate surrendered or shall have established to the satisfaction of the Surviving Corporation that such Tax tax either has been paid or is not applicablerequired to be paid. Until surrendered as contemplated by this Section 1.72.2, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive the Merger Consideration for each Share in cash as contemplated by Section 1.6(b) hereofConsideration, without interest thereon.

Exchange Procedures. Promptly after the Effective Time, Purchaser and the Surviving Corporation shall cause to be mailed to each holder of record, as of the Effective Time, of a certificate or certificates, which immediately prior to the Effective Time represented outstanding Shares (the “Certificates”), whose Shares were converted pursuant to Section 1.6(b) hereof into the right to receive the Merger Consideration, 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 Paying Agent and shall be in such form and have such other provisions as Purchaser may reasonably specify) and instructions for use in effecting the surrender of the Certificates in exchange for the Merger Consideration. Upon surrender of a Certificate for cancellation to the Paying Exchange Agent or to such other agent or agents as may be appointed by Purchaser, together with such a duly executed letter of transmittal, properly completed and duly executed in accordance with transmittal prior to the instructions theretoElection Deadline, the holder of such Certificate shall be entitled to receive promptly, but in no event later than fifteen (15) Business Days following the Effective Time in exchange therefor a certificate representing that number of whole Parent Shares and/or cash which such holder has the Merger Consideration for each Share formerly represented by such Certificate, and the Certificate so surrendered shall forthwith be cancelled. No interest will be paid or accrued on the cash payable upon the surrender of the Certificates. If payment of the Merger Consideration is right to be 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 shall be properly endorsed or shall be otherwise in proper form for transfer and that the person requesting such payment shall have paid all transfer and other Taxes required by reason of the issuance to a person other than the registered holder of the Certificate surrendered or shall have established receive pursuant to the satisfaction provisions of the Surviving Corporation that such Tax either has been paid or is not applicablethis Article II (after giving effect to any required withholding tax). Until surrendered as contemplated by this Section 1.72.2(f), each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive the Merger Consideration and unpaid dividends and distributions thereon, if any, as provided in this Article II. If any portion of the Merger Consideration is to be paid to a Person other than the Person in whose name the Certificate is registered, it shall be a condition to such payment that the Certificate so surrendered shall be properly endorsed or otherwise be in proper form for each Share transfer and that the Person requesting such payment shall pay to the Exchange Agent any transfer or other taxes required as a result of such payment to a Person other than the registered holder of such Certificate or establish to the satisfaction of the Exchange Agent that such tax has been paid or is not payable. If 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 Parent, the posting by such Person of a bond, in cash such reasonable amount as Parent may direct, as indemnity against any claim that may be made against it with respect to such Certificate, the Exchange Agent will deliver, in exchange for such lost, stolen or destroyed Certificate, the proper amount of the Merger Consideration as if such Certificates were properly surrendered in accordance herewith, together with any unpaid dividends and distributions on any such Parent Shares, as contemplated by Section 1.6(b) hereofthis Article II and such Certificate shall thereafter be deemed to have been properly surrendered for all purposes hereunder.

Exchange Procedures. Promptly after the Effective Time, Purchaser and the Surviving Corporation Parent shall cause the Exchange Agent to be mailed mail to each holder of record, as record of the Effective Time, of (i) a certificate or certificates, certificates which immediately prior to the Effective Time represented outstanding Shares shares of Company Common Stock (the “Certificates”) or (ii) uncertificated shares of Company Common Stock represented by book-entry (the “Uncertificated Shares”), whose Shares in each case, which at the Effective Time were converted pursuant to Section 1.6(b) hereof into the right to receive the Merger ConsiderationConsideration pursuant to Section 3.1 hereof, (a) a letter of transmittal (which which, in the case of Certificates, 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 Paying Exchange Agent and shall be in such form and have such other provisions as Purchaser Parent may reasonably specify) and (b) instructions for use in effecting the surrender of the Certificates or Uncertificated Shares in exchange for the Merger Consideration. Upon (i) surrender of a Certificate Certificates for cancellation to the Paying Exchange Agent or to receipt of an “agent’s message” by the Exchange Agent (or such other agent or agents evidence, if any, of transfer as the Exchange Agent may be appointed by Purchaserreasonably request) in the case of a book-entry transfer of Uncertificated Shares, together with such letter of transmittal, properly duly completed and duly validly executed in accordance with the instructions theretothereto and (ii) such other documents as may reasonably be required by the Exchange Agent, the holder of such Certificate Certificates or Uncertificated Shares shall be entitled to receive in exchange therefor the portion of the Merger Consideration for each Share formerly represented by to which such Certificateholder is entitled pursuant to Section 3.1, and the Certificate any Certificates so surrendered shall forthwith be cancelled. No interest will be paid or accrued on the cash payable upon the surrender of the Certificates. If payment any portion of the Merger Consideration is to be made paid to a person Person other than the person Person in whose name the surrendered Certificate or the transferred Uncertificated Share is registered, it shall be a condition of to such payment that the (i) either such Certificate so surrendered shall be properly endorsed or shall otherwise be otherwise in proper form for transfer or such Uncertificated Share shall be properly transferred and that (ii) the person Person requesting such payment shall have paid all pay to the Exchange Agent any transfer and or other Taxes required by reason as a result of the issuance such payment to a person Person other than the registered holder of the such Certificate surrendered or shall have established Uncertificated Share or establish to the satisfaction of the Surviving Corporation Parent that such Tax either has been paid or is not applicablepayable. Until surrendered as contemplated by this Section 1.73.2(b), each Certificate or Uncertificated Share shall be deemed at any time after the Effective Time to represent only the right to receive the Merger Consideration for each Share in cash as contemplated by Section 1.6(b) hereofupon such surrender.

Exchange Procedures. Promptly after the Effective Time, Purchaser Parent and the Surviving Corporation shall cause to be mailed to each holder of record, as of the Effective Time, of a certificate or certificates, which immediately prior to the Effective Time represented outstanding Shares (the “"Certificates”"), whose Shares were converted pursuant to Section 1.6(b2.7(b) hereof into the right to receive the Merger Consideration, 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 Paying Exchange Agent and shall be in such form and have such other provisions as Purchaser Parent may reasonably specify) and instructions for use in effecting the surrender of the Certificates in exchange for the Merger Consideration. Upon surrender of a Certificate for cancellation to the Paying Exchange Agent or to such other agent or agents as may be appointed by PurchaserParent, together with such letter of transmittal, properly completed and duly executed in accordance with the instructions thereto, the holder of such Certificate shall be entitled to receive in exchange therefor the Merger Consideration for each Share formerly represented by such Certificate, and the Certificate so surrendered shall forthwith be cancelled. No interest will be paid or accrued on the cash payable upon the surrender of the Certificates. If payment of the Merger Consideration is to be 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 the Certificate so surrendered shall be properly endorsed or shall be otherwise in proper form for transfer and that the person Person requesting such payment shall have paid all transfer and other Taxes required by reason of the issuance to a person Person other than the registered holder of the Certificate surrendered or shall have established to the satisfaction of the Surviving Corporation that such Tax either has been paid or is not applicable. Until surrendered as contemplated by this Section 1.72.8, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive the Merger Consideration for each Share in cash as contemplated by this Section 1.6(b) hereof2.8.

Exchange Procedures. Promptly (i) As soon as reasonably practicable after the Effective Time, Purchaser and the Surviving Corporation Paying Agent shall cause to be mailed mail to each holder of record, as of the Effective Time, record of a certificate or certificates, which immediately prior to the Effective Time represented outstanding Shares shares of Company Common Stock (the “Certificates”), whose Shares shares were converted pursuant to Section 1.6(b) 1.7 hereof into the right to receive 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 proper delivery of the Certificates to the Paying Agent and shall be in such form and have such other provisions as Purchaser 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 cancellation to the Paying Agent or to such other agent or agents as may be appointed by PurchaserParent, together with such letter of transmittal, properly completed and duly executed in accordance with the instructions theretoexecuted, the holder of such Certificate shall be entitled to receive in exchange therefor the Merger Consideration (subject to subsection (e) below) for each Share share of Company Common Stock formerly represented by such Certificate, Certificate and the Certificate so surrendered shall forthwith be cancelled. No interest will be paid or accrued on the cash payable upon the surrender of the Certificates. If payment of the Merger Consideration is to be made to a person other than the person in whose name the surrendered Certificate is registered, it shall be a condition of payment that the Certificate so surrendered shall be properly endorsed or shall be otherwise in proper form for transfer and that the person requesting such payment shall have paid all any transfer and other Taxes taxes required by reason of the issuance payment of the Merger Consideration to a person other than the registered holder of the Certificate surrendered or shall have established to the satisfaction of the Surviving Corporation that such Tax tax either has been paid or is not applicable. Until surrendered as contemplated by this Section 1.71.8, each Certificate or Book-Entry Share shall be deemed at any time after the Effective Time to represent only the right to receive the Merger Consideration for each Share in cash as contemplated by this Section 1.6(b1.8. (ii) hereofParent and Company will work together to establish mutually acceptable procedures for the surrender of, and delivery of Merger Consideration in exchange for, uncertificated shares of Company Common Stock represented by Book-Entry Shares. Without limiting the generality of the foregoing, promptly after the Effective Time, Parent will instruct the Paying Agent to mail to each holder of Book-Entry Shares (other than Dissenting Shares) instructions with respect to delivery of an “agent’s message” regarding the book-entry transfer of Book-Entry Shares for use in such exchange. Upon delivery of an “agent’s message” to the Paying Agent for exchange and such other documents as may be reasonably required by the Paying Agent or Parent, the holder of such Book-Entry Shares will be entitled to receive in exchange therefor the applicable Merger Consideration deliverable to such holder pursuant to Section 1.7(c).

Exchange Procedures. Promptly (a) As soon as reasonably practicable after the Merger Effective Time, Purchaser and the Surviving Corporation CMFT shall cause DST Systems, Inc., or any successor transfer agent of CMFT (the “Transfer Agent”), to be mailed record on the stock records of CMFT the issuance of shares of CMFT Common Stock (including any fractional shares thereof) equal to the Merger Consideration that is issuable to each holder of recordEligible Shares pursuant to Section 3.1 and each holder of CCIT III Restricted Share Awards pursuant to Section 3.2. For the avoidance of doubt, payment of the Merger Consideration shall only be made to the Person in whose name the relevant Eligible Shares are registered in the stock transfer books of CCIT III as of the Merger Effective Time. (b) None of CMFT, CCIT III, the Surviving Entity, the Transfer Agent, or any employee, officer, director, agent or Affiliate of such entities, shall be liable to any Person in respect of any Merger Consideration (or the appropriate portion thereof) that has been delivered to a certificate public official pursuant to any applicable abandoned property, escheat or certificates, which similar Law. Any amounts so delivered that remain unclaimed by holders of Eligible Shares immediately prior to the Effective Time represented outstanding Shares (the “Certificates”)time at which such amounts would otherwise escheat to, whose Shares were converted pursuant to Section 1.6(b) hereof into the right to receive the Merger Considerationor become property of, a letter of transmittal (which shall specify that delivery shall be effectedany Governmental Authority shall, and risk of loss and title to the Certificates shall passextent permitted by applicable Law, only upon proper delivery become the property of the Certificates to the Paying Agent CMFT free and shall be in such form and have such other provisions as Purchaser may reasonably specify) and instructions for use in effecting the surrender clear of the Certificates in exchange for the Merger Consideration. Upon surrender of a Certificate for cancellation to the Paying Agent any claims or to such other agent or agents as may be appointed by Purchaser, together with such letter of transmittal, properly completed and duly executed in accordance with the instructions thereto, the holder interest of such Certificate shall be holders or their successors, assigns or personal representatives previously entitled to receive in exchange therefor the Merger Consideration for each Share formerly represented by such Certificate, and the Certificate so surrendered shall forthwith be cancelled. thereto. (c) No interest will shall be paid or accrued on the cash payable upon the surrender of the Certificates. If payment of the Merger Consideration is to be made to a person other than (or any amounts in respect thereof, including any dividends payable on shares of CMFT Common Stock) for the person in whose name the surrendered Certificate is registered, it shall be a condition benefit of payment that the Certificate so surrendered shall be properly endorsed holders of Eligible Shares or shall be otherwise in proper form for transfer and that the person requesting such payment shall have paid all transfer and other Taxes required by reason of the issuance to a person other than the registered holder of the Certificate surrendered or shall have established to the satisfaction of the Surviving Corporation that such Tax either has been paid or is not applicable. Until surrendered as contemplated by this Section 1.7, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive the Merger Consideration for each CCIT III Restricted Share in cash as contemplated by Section 1.6(b) hereofAwards.

Exchange Procedures. Promptly As soon as reasonably practicable after the Effective Time, Purchaser and the Surviving Corporation shall cause the Paying Agent to be mailed mail to each holder of record, as record of the Effective Time, an outstanding share of a certificate or certificates, which Common Stock immediately prior to the Effective Time represented outstanding Shares (the “Certificates”), whose Shares were converted pursuant to Section 1.6(bi) hereof into the right to receive the Merger Consideration, 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 Common Stock immediately prior to the Effective Time (the “Certificates”) shall pass, only upon proper delivery of the such Certificates to the Paying Agent and which shall be in such the form and have such other provisions as Purchaser 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 2.6. Upon surrender of a Certificate for cancellation to the Paying Agent or to such other agent or agents as may be appointed by PurchaserAgent, together with such a letter of transmittal, properly transmittal duly completed and duly validly executed in accordance with the instructions thereto, and such other documents as may be reasonably required pursuant to such instructions, the holder of such Certificate shall be entitled to receive promptly in exchange therefor the Merger Consideration for each Share share of Common Stock formerly represented by such Certificate, Certificate and the such Certificate so surrendered shall be forthwith be cancelled. The Paying Agent shall accept such Certificates upon compliance with such reasonable terms and conditions as the Paying Agent may impose to affect an orderly exchange thereof in accordance with normal exchange practices. No interest will shall be paid or accrued for the benefit of holders of the shares of Common Stock or on the cash consideration payable upon the surrender of the Certificates. If payment Certificate formerly representing such shares of the Merger Consideration is to be 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 shall be properly endorsed or shall be otherwise in proper form for transfer and that the person requesting such payment shall have paid all transfer and other Taxes required by reason of the issuance to a person other than the registered holder of the Certificate surrendered or shall have established to the satisfaction of the Surviving Corporation that such Tax either has been paid or is not applicable. Until surrendered as contemplated by this Section 1.7, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive the Merger Consideration for each Share in cash as contemplated by Section 1.6(b) hereofCommon Stock.

Exchange Procedures. Promptly As promptly as practicable after the Effective Time, Purchaser and but in no event more than five (5) Business Days after the Surviving Corporation Effective Time, Parent shall cause the Paying Agent to be mailed mail to each holder of record, as of the Effective Time, record of a certificate or certificates, Certificate representing Shares which immediately prior to the Effective Time represented outstanding Shares (the “Certificates”), whose Shares were converted pursuant to Section 1.6(b3.1(c) hereof into the right to receive 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 each Certificate shall pass, only upon proper delivery of the Certificates such Certificate to the Paying Agent and shall be in such form and have such other provisions as Purchaser Parent and the Company may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates each such Certificate in exchange for payment of the Merger Consideration. Upon surrender of a Certificate for cancellation to the Paying Agent or to such other agent or agents as may be appointed by PurchaserAgent, together with such letter of transmittal, properly completed duly executed, and duly executed in accordance with such other documents as the instructions theretoPaying Agent may reasonably require, the holder of such Certificate shall be entitled to receive in exchange therefor the Merger Consideration (subject to subsection (e) of this Section 3.2) for each Share formerly represented by such Certificate, to be mailed within ten (10) Business Days of receipt of such Certificate and letter of transmittal by the Paying Agent, and the Certificate so surrendered shall forthwith be cancelled. No interest will be paid or accrued on the cash payable upon the surrender of the Certificatescanceled. If payment of the Merger Consideration is to be 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 of the Merger Consideration that the Certificate so surrendered shall be properly endorsed or shall be otherwise in proper form for transfer and that the person Person requesting such payment shall have paid all transfer and other Taxes any Tax required by reason of the issuance payment of the Merger Consideration to a person Person other than the registered holder of the Certificate surrendered or shall have established to the satisfaction of the Surviving Corporation that such Tax either has been paid or is not applicable. Until surrendered as contemplated by this Section 1.73.2, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive the Merger Consideration for each Share in cash as contemplated by this Section 1.6(b) hereof3.2.

Exchange Procedures. Promptly after (i) As promptly as practicable following the Effective TimeTime (but in no event later than two (2) Business Days thereafter), Purchaser and Parent or the Surviving Corporation Entity shall cause the Exchange Agent to be mailed mail (and to make available for collection by hand) to each holder of record, as of the Effective Time, record of a certificate or certificates, which immediately prior to the Effective Time represented outstanding Shares Certificate (the “Certificates”), whose Shares were converted pursuant to Section 1.6(bA) hereof into the right to receive the Merger Consideration, a letter of transmittal (a “Letter of Transmittal”), which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, pass only upon proper delivery of the Certificates (or affidavits of loss in lieu thereof) to the Paying Agent Exchange Agent, and which Letter of Transmittal shall be in such form and have such other customary provisions as Purchaser the Company and Parent may reasonably specifyagree upon, and (B) and instructions for use in effecting the surrender of the Certificates in exchange for the Merger Consideration. Consideration into which the number of shares of Company Common Stock previously represented by such Certificate shall have been converted pursuant to this Agreement (which instructions shall provide that, at the election of the surrendering holder, (1) Certificates may be surrendered by hand delivery or otherwise or (2) the Merger Consideration in exchange therefor may be collected by check or wire transfer to the surrendering holder). (ii) Upon surrender of a Certificate for cancellation (or affidavit of loss in lieu thereof) to the Paying Agent or to such other agent or agents as may be appointed by PurchaserExchange Agent, together with such letter a Letter of transmittal, properly Transmittal duly completed and duly validly executed 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 the Merger Consideration for each Share share of Company Common Stock formerly represented by such CertificateCertificate by check or wire transfer, to be mailed or delivered by wire transfer within two (2) Business Days following the later to occur of (A) the Effective Time or (B) the Exchange Agent’s receipt of such Certificate (or affidavit of loss in lieu thereof), and the Certificate (or affidavit of loss in lieu thereof) so surrendered shall be forthwith cancelled. The Exchange Agent shall accept such Certificates (or affidavits of loss in lieu thereof) upon compliance with such reasonable terms and conditions as the Exchange Agent may impose to effect an orderly exchange thereof in accordance with customary exchange practices. Until surrendered as contemplated by this Section 4.2, each Certificate shall be cancelleddeemed, at any time after the Effective Time, to represent only the right to receive, upon such surrender, the Merger Consideration as contemplated by this Article IV. No interest will shall be paid or accrued for the benefit of holders of the Certificates on the cash Merger Consideration payable upon the surrender of the Certificates. If payment . (iii) As promptly as practicable following the Effective Time (but in no event later than two (2) Business Days thereafter), Parent or the Surviving Entity shall cause the Exchange Agent to issue and deliver to each holder of Book-Entry Shares a check or wire transfer representing the Merger Consideration that such holder has the right to receive pursuant to the provisions of Section 4.1(b), in each case without such holder being required to deliver a Certificate or an executed Letter of Transmittal to the Exchange Agent, and such Book-Entry Shares shall then be canceled. No interest shall be paid or accrued for the benefit of holders of Book-Entry Shares on the Merger Consideration payable in respect of the Book-Entry Shares. (iv) In the event of a transfer of ownership of shares of Company Common Stock that is to be made to a person other than not registered in the person in whose name transfer records of the surrendered Certificate is registeredCompany, it shall be a condition of payment that any Certificate surrendered in accordance with the Certificate so surrendered procedures set forth in this Section 4.2(c) shall be properly endorsed or shall be otherwise in proper form for transfer transfer, or any Book-Entry Share shall be properly transferred, and that the person Person requesting such payment shall have paid all any transfer Taxes and other Taxes required by reason of the issuance payment of the Merger Consideration to a person Person other than the registered holder of the Certificate or Book-Entry Share surrendered or shall have established to the reasonable satisfaction of the Surviving Corporation Parent that such Tax either has been paid or is not applicable. Until surrendered as contemplated by this Section 1.7, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive the Merger Consideration for each Share in cash as contemplated by Section 1.6(b) hereof.

Exchange Procedures. Promptly after the Effective Time, Purchaser and the Surviving Corporation Exchange Agent shall cause to be mailed mail to each holder of record, as record of the Effective Time, of a certificate or certificates, which immediately prior to the Effective Time represented outstanding Merger Convertible Shares (the “Certificates”), whose Shares were converted pursuant to Section 1.6(bi) hereof into the right to receive the Merger Consideration, a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates certificates representing such Merger Convertible Shares (the "CONSIDERATION CERTIFICATES") shall pass, only upon proper delivery of the Consideration Certificates to the Paying Exchange Agent and shall be in such form and have such other provisions as Purchaser the Exchange Agent may reasonably specify), and (ii) and instructions for use in effecting the surrender of the Consideration Certificates in exchange for the Merger Consideration. Upon surrender of a Certificate for cancellation to the Paying Exchange Agent of one or to such other agent or agents as may be appointed by Purchasermore Consideration Certificates, together with such letter of transmittal, a properly completed and duly executed in accordance with letter of transmittal, and acceptance thereof by the instructions theretoExchange Agent, the holder of such Certificate thereof shall be entitled to receive the amount of cash into which the number of Merger Convertible Shares represented by such Consideration Certificates surrendered shall have been converted pursuant to this Agreement. The Exchange Agent shall accept such Consideration Certificates upon compliance with such reasonable terms and conditions as the Exchange Agent may impose to effect an orderly exchange thereof in accordance with normal exchange therefor practices. After the Effective Time, there shall be no further transfer on the records of the Company or its transfer agent of certificates representing Common Shares and if such certificates are presented to the Company for transfer, they shall be canceled against delivery of the Merger Consideration for each Share formerly allocable to the Common Shares represented by such Certificate, and the Certificate so surrendered shall forthwith be cancelled. No interest will be paid certificate or accrued on the cash payable upon the surrender of the Certificatescertificates. If payment of the any Merger Consideration is to be made remitted to a person name other than that in which the person in whose name the Consideration Certificate surrendered Certificate for exchange is registered, it shall be a condition of payment such exchange that the Consideration Certificate so surrendered shall be properly endorsed endorsed, with signature guaranteed, or shall otherwise be otherwise in proper form for transfer and that the person requesting such payment exchange shall have paid all pay to the Company, or its transfer and agent, any transfer or other Taxes taxes required by reason of the issuance payment of the Merger Consideration to a person name other than that of the registered holder of the Consideration Certificate surrendered surrendered, or shall have established establish to the satisfaction of the Surviving Corporation Company or its transfer agent that such Tax either tax has been paid or is not applicable. Until surrendered as contemplated by this Section 1.72.3, each Certificate certificate for Common Shares (with the exception of Dissenting Shares, Parent-Owned Shares and Treasury Shares) shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration for each Share in cash allocable to the shares represented by such certificate as contemplated by Section 1.6(b) hereof2.1(b). No interest will be paid or will accrue on any amount payable as Merger Consideration.

Exchange Procedures. Promptly As soon as reasonably practicable after the ------------------- Effective Time, Purchaser and the Surviving Corporation Exchange Agent shall cause to be mailed mail to each holder of record, as of the Effective Time, of a certificate or certificates, which immediately prior to the Effective Time represented outstanding Shares (the “"Certificates”"), whose Shares were converted pursuant to Section 1.6(b2.7(b) hereof into the right to receive the Merger Consideration, 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 Paying Exchange Agent and shall be in such form and have such other provisions as Purchaser 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 cancellation to the Paying Exchange Agent or to such other agent or agents as may be appointed by Purchaserthe Parent, together with such letter of transmittal, properly completed and duly executed in accordance with the instructions thereto, the holder of such Certificate shall be entitled to receive in exchange therefor (i) a Parent Certificate representing that number of whole shares of Parent Common Stock which such holder has the right to receive pursuant to Section 2.7(b), (ii) any cash included in the Merger Consideration Consideration, (iii) certain dividends or other distributions in accordance with Section 2.8(g) and (iv) cash in lieu of any fractional share in accordance with Section 2.8(h) for each Share formerly represented by such Certificate, and the Certificate so surrendered shall forthwith be cancelled. No interest will be paid or accrued on the cash payable upon the surrender of the Certificates. If payment the issuance of the Merger Consideration is to be made to a person Person (as hereinafter defined) other than the person Person in whose name the surrendered Certificate is registered, it shall be a condition of payment exchange that the Certificate so surrendered shall be properly endorsed or shall be otherwise in proper form for transfer and that the person Person requesting such payment exchange shall have paid all transfer and other Taxes (as hereinafter defined) required by reason of the issuance to a person Person other than the registered holder of the Certificate surrendered or shall have established to the satisfaction of the Surviving Corporation that such Tax either has been paid or is not applicable. Until surrendered as contemplated by this Section 1.7, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive the Merger Consideration for each Share in cash as contemplated by Section 1.6(b) hereof.

Exchange Procedures. Promptly (and in any event within ten Business Days) after the Effective Time, Purchaser and the Surviving Corporation Buyer shall cause the Exchange Agent to be mailed mail to each holder of record, as of the Effective Time, record of a certificate or certificatescertificate, which which, immediately prior to the Effective Time Time, represented outstanding Shares shares of Company Common Stock (the each, a “CertificatesCertificate”), whose Shares were converted pursuant to Section 1.6(b) hereof into the right to receive 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 proper delivery of the Certificates to the Paying Agent and shall be in such customary form and have such other provisions as Purchaser may reasonably specify(ii) and instructions for use in effecting the surrender of the Certificates in exchange for the Merger ConsiderationConsideration payable with respect thereto, provided that the Buyer shall assist the Company in developing arrangements for the delivery of such materials at Closing to significant shareholders of the Company to facilitate the payment of Merger Consideration to such shareholders immediately following the Effective Time. Upon surrender of a Certificate for cancellation to the Paying Agent or to such other agent or agents as may be appointed by PurchaserExchange Agent, together with such letter of transmittal, properly completed and duly executed in accordance with the instructions theretoexecuted, and such other documents as may be reasonably required pursuant to such instructions, the holder of such Certificate shall be entitled to receive paid promptly in exchange therefor cash in an amount equal to the Merger Consideration for each Share formerly represented by that such Certificateholder has the right to receive pursuant to the provisions of this Article II, and the Certificate so surrendered shall forthwith immediately be cancelled. No interest will be paid or accrued on any Merger Consideration payable to the cash payable upon holders of Certificates. In the surrender event of a transfer of ownership of Company Common Stock that is not registered in the transfer records of the Certificates. If payment of Company, the Merger Consideration is to may be made paid to a person other than the person in whose name the Certificate so surrendered Certificate is registered, it shall be a condition of payment that the if such Certificate so surrendered shall be is properly endorsed or shall be otherwise in proper form for transfer and that delivered to the person requesting Exchange Agent with all documents required to evidence and effect such payment shall have paid all transfer and other Taxes required by reason of the issuance to a person other than the registered holder of the Certificate surrendered or shall evidence that any applicable stock transfer taxes have established to the satisfaction of the Surviving Corporation that such Tax either has been paid or is not applicablepaid. Until surrendered as contemplated by this Section 1.72.2, 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 for each Share in cash as contemplated by this Section 1.6(b) hereof2.2.

Exchange Procedures. Promptly after following the Effective TimeTime (but in no event later than the third business day thereafter), Purchaser and the Surviving Corporation Paying Agent shall cause to be mailed mail to each holder of record, as of the Effective Time, record of a certificate Certificate or certificates, which immediately prior to the Effective Time represented outstanding Company Book-Entry Shares (the “Certificates”), whose Shares shares were converted into the Merger Consideration pursuant to Section 1.6(b2.1, (i) hereof into the right to receive the Merger Consideration, 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 or Company Book-Entry Shares, upon adherence to the Paying Agent procedures set forth in the letter of transmittal and shall be in such form and have such other provisions as Purchaser Parent and the Company may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates or Company Book-Entry Shares in exchange for the Merger ConsiderationConsideration into which the number of shares of Company Common Stock previously represented by such Certificate or Company Book-Entry Shares shall have been converted into the right to receive pursuant to this Agreement (which instructions shall provide that, at the election of the surrendering holder, Certificates and letters of transmittal (and any related documentation) may be surrendered, and the Merger Consideration in exchange therefor collected, by hand delivery). Upon Each former stockholder of the Company, upon surrender of a Certificate for cancellation to the Paying Agent of a Certificate or to such other agent or agents Company Book-Entry Share, as may be appointed by Purchaserapplicable, together with such a letter of transmittal, properly duly completed and duly validly executed in accordance with the instructions thereto, and such other documents as may customarily be required by the holder of such Certificate Paying Agent, shall be entitled to receive a check in exchange therefor an amount of U.S. dollars (after giving effect to any required withholdings pursuant to Section 2.2(k)) equal to the aggregate amount of Merger Consideration for each Share formerly into which such holder’s shares of Company Common Stock represented by such Certificateholder’s properly surrendered Certificates or Company Book Entry Shares, and the Certificate so surrendered shall forthwith be cancelled. No interest will be paid or accrued on the cash payable upon the surrender of the Certificates. If payment of the Merger Consideration is to be made to a person other than the person as applicable, were converted in whose name the surrendered Certificate is registered, it shall be a condition of payment that the Certificate so surrendered shall be properly endorsed or shall be otherwise in proper form for transfer and that the person requesting such payment shall have paid all transfer and other Taxes required by reason of the issuance to a person other than the registered holder of the Certificate surrendered or shall have established to the satisfaction of the Surviving Corporation that such Tax either has been paid or is not applicableaccordance with this Article II. Until surrendered as contemplated by this Section 1.72.2, each Certificate or Company 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 for each Share in cash as contemplated by Section 1.6(b) hereofthis Article II. No interest will be paid or will accrue on any cash payable to holders of Certificates or Company Book-Entry Shares under the provisions of this Article II.

Exchange Procedures. Promptly As soon as reasonably practicable after the Effective Time, Purchaser and the Parent or the Surviving Corporation shall cause the Depositary to be mailed mail to each holder of record, as record of the Effective Time, outstanding shares of a certificate or certificates, which immediately prior to the Effective Time represented outstanding Shares Common Stock (the “Certificates”), whose Shares were converted pursuant to Section 1.6(bi) hereof into the right to receive the Merger Consideration, 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 Paying Agent and shall be in such form and have such other provisions as Purchaser may reasonably specifyDepositary) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the Merger Consideration. Upon surrender of a Certificate for cancellation to the Paying Agent or to such other agent or agents as may be appointed by PurchaserDepositary, together with such a letter of transmittal, properly completed duly executed, and duly executed in accordance with such other documents as may reasonably be required by the instructions theretoDepositary, the Depositary shall pay the holder of such Certificate shall be entitled to receive in exchange therefor the Merger Consideration for each Share formerly represented by in respect of such Certificate, less any required withholding taxes, and the Certificate so surrendered shall forthwith be cancelled. No interest will be paid or accrued on the cash payable upon the surrender of the Certificatescanceled. If payment any portion of the Merger Consideration is to be made paid to a person (as defined in the Exchange Act) (a "Person") other than the person registered holder of the shares represented by the Certificate or Certificates surrendered in whose name the surrendered Certificate is registeredexchange therefor, it shall be a condition of to such payment that the Certificate or Certificates so surrendered shall be properly endorsed or shall otherwise be otherwise in proper form for transfer and that the person Person requesting such payment shall have paid all pay to the Depositary any transfer and or other Taxes taxes required by reason as a result of the issuance such payment to a person Person other than the registered holder of the Certificate surrendered such shares or shall have established establish to the satisfaction of the Surviving Corporation Depositary that such Tax either tax has been paid or is not applicablepayable. Until surrendered as contemplated by this Section 1.75.2(b), each Certificate (other than Certificates representing Excluded Shares or Dissenting Shares) shall be deemed at any time after the Effective Time to represent only the right to receive the Merger Consideration for each Share in cash as contemplated by Section 1.6(b) hereofupon such surrender.

Exchange Procedures. Promptly Immediately after the Effective Time, Purchaser and the Surviving Corporation shall cause to be mailed to each holder of recordany outstanding Certificate which, as prior thereto, represented shares of Common Stock and each holder of an Option shall, upon surrender and delivery to the Buyer of such Certificate, in the case of Common Stock, and properly executed exercise and sale notice, in the case of an Option, be entitled to receive on the day of surrender (if surrendered on the day of the Effective Time, ) or the next Business Day following surrender (if surrendered after the day of a certificate or certificates, which immediately prior the Effective Time) the Closing Consideration (less the portion thereof delivered to the Effective Time represented outstanding Shares (the “Certificates”), whose Shares were converted pursuant to Section 1.6(bEscrow Agent) hereof into the right to receive the Merger Consideration, 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 Paying Agent and shall be in such form and have such other provisions as Purchaser may reasonably specify) and instructions for use in effecting the surrender of the Certificates in exchange for the Merger Consideration. Upon surrender of a Certificate for cancellation to the Paying Agent or to such other agent or agents as may be appointed by Purchaser, together with such letter of transmittal, properly completed and duly executed in accordance with the instructions thereto, the holder of such Certificate shall be entitled to receive in exchange therefor the Merger Consideration for each Share formerly share of Common Stock represented by such CertificateCertificate so surrendered, and the Certificate Option Consideration in the case of each Option with respect to which an exercise and sale notice is so surrendered shall forthwith be cancelled. No interest will be paid or accrued on the cash payable upon the surrender of the Certificatesdelivered. If payment of the Merger Closing Consideration is to be made paid to a person any Person other than the person Person in whose name the Certificate surrendered Certificate in exchange therefor is registered, it shall be a condition of payment to such exchange that the Certificate so surrendered shall be properly endorsed or shall otherwise be otherwise in proper form for transfer and that the person Person requesting such payment exchange shall have paid all pay to the Buyer any transfer and or other Taxes taxes required by reason of the issuance payment of such consideration to a person Person other than the registered holder of the Certificate surrendered surrendered, or shall have established establish to the reasonable satisfaction of the Surviving Corporation Buyer that such Tax either tax has been paid or is not applicable. Subsequent to the Effective Time, there shall be no further transfer on the records of the Company of Certificates and, if Certificates are presented to the Company for transfer, they shall be canceled against delivery of the Closing Consideration as provided for herein. Until surrendered as contemplated by this Section 1.73.3, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration for each Share in cash Closing Consideration, as contemplated by Section 1.6(b) hereof3.1(a). No interest will be paid or will accrue on any cash payable as Closing Consideration or Option Consideration.

Exchange Procedures. Promptly after the Effective Time, Purchaser and the Surviving Corporation Paying Agent shall cause to be mailed mail to each holder of record, as of the Effective Time, record of a certificate or certificates, which immediately prior to the Effective Time represented outstanding Shares (the “"Certificates”"), whose Shares shares were converted pursuant to Section 1.6(b) hereof 2.1 into the right to receive the Common Stock Merger Consideration, 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 proper delivery of the Certificates to the Paying Agent and shall be in such form and have such other provisions as Purchaser Parent may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for payment of the Common Stock Merger Consideration. Upon surrender of a Certificate for cancellation to the Paying Agent or to such other agent or agents as may be appointed by PurchaserParent, together with such letter of transmittal, properly completed and duly executed in accordance with the instructions theretoexecuted, the holder of such Certificate shall be entitled to receive in exchange therefor the Common Stock Merger Consideration for each Share formerly represented by such Certificate, Certificate and the Certificate so surrendered shall forthwith be cancelled. No interest will be paid or accrued on the cash payable upon the surrender of the Certificates. If payment of the Common Stock Merger Consideration is to be made to a person Person other than the person Person in whose name the surrendered Certificate is registered, it shall be a condition precedent of payment that (x) the Certificate so surrendered shall be properly endorsed or shall be otherwise in proper form for transfer and that (y) the person Person requesting such payment shall have paid all any transfer and other Taxes taxes required by reason of the issuance payment of the Common Stock Merger Consideration to a person Person other than the registered holder of the Certificate surrendered or shall have established to the satisfaction of the Surviving Corporation that such Tax tax either has been paid or is not applicablerequired to be paid. Until surrendered as contemplated by this Section 1.72.2, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive the Common Stock Merger Consideration for each Share in cash as contemplated by this Section 1.6(b) hereof2.2, without interest thereon.

Exchange Procedures. Promptly after the Effective Time, Purchaser and the Surviving Corporation Parent shall cause the Exchange Agent to be mailed mail to each holder of record, as record of the Effective Time, of a certificate or certificates, which immediately prior to the Effective Time represented outstanding Shares (the “Certificates”other than holders of Excluded Shares and Dissenting Shares), whose Shares were converted pursuant to Section 1.6(b (i) hereof into the right to receive the Merger Consideration, a letter of transmittal (which shall specify specifying that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates (or affidavits of loss in lieu thereof) to the Paying Agent and shall Exchange Agent, such letter of transmittal to be in such form and have such other customary provisions as Purchaser Parent may reasonably specify, and (ii) and instructions for use in effecting the surrender of the Certificates in exchange for the Merger ConsiderationConsideration as contemplated by this ARTICLE IV. Upon surrender of a Certificate for cancellation to the Paying Exchange Agent or to such other agent or agents as may be appointed by Purchaser, together with such letter of transmittal, properly duly completed and duly validly executed in accordance with the instructions thereto, and such other documents as may be reasonably requested by the Exchange Agent, the holder of such Certificate shall be entitled to receive in exchange therefor the amount (after giving effect to any required tax withholdings) of cash equal to the amount of Merger Consideration for each Share formerly into which the number of Shares previously represented by such Certificate, Certificate shall have been converted pursuant to Section 4.1(a) and the Certificate Certificates so surrendered shall forthwith be cancelled. No interest will be paid or accrued will accrue on the cash any amount payable upon the due surrender of the Certificates. If payment In the event of a transfer of ownership of Shares which is not registered in the transfer records of the Company, the Merger Consideration is to may be made issued to a person other than the person in whose name the surrendered Certificate is registered, it shall be a condition of payment that transferee if the Certificate so surrendered shall be properly endorsed or shall be otherwise in proper form for representing such Shares is presented to the Exchange Agent, accompanied by all documents required to evidence and effect such transfer and by evidence that the person requesting such payment shall any applicable stock transfer taxes have paid all transfer and other Taxes required by reason of the issuance to a person other than the registered holder of the Certificate surrendered or shall have established to the satisfaction of the Surviving Corporation that such Tax either has been paid or is not applicablepaid. Until surrendered as contemplated by this Section 1.74.2(b), each Certificate (other than those representing Excluded Shares) shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration for each Share in cash as contemplated by Section 1.6(b) hereofConsideration.

Exchange Procedures. Promptly As soon as reasonably practicable after the Effective Time, Purchaser and the Surviving Corporation Paying Agent shall cause to be mailed mail to each holder of record, as of the Effective Time, record of a certificate or certificates, which immediately prior to the Effective Time represented outstanding Shares shares of Company Common Stock (the “Certificates”"CERTIFICATES"), whose Shares shares were converted pursuant to Section 1.6(b) hereof 4.1 into the right to receive the Merger Consideration, 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 proper delivery of the Certificates to the Paying Agent and shall be in such form and have such other provisions as Purchaser 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 cancellation to the Paying Agent or to such other agent or agents as may be appointed by PurchaserParent, together with such letter of transmittal, properly completed and duly executed in accordance with the instructions theretoexecuted, the holder of such Certificate shall be entitled to receive in exchange therefor the Merger Consideration for each Share share formerly represented by such Certificate, Certificate and the Certificate so surrendered shall forthwith be cancelled. No interest will be paid or accrued on the cash payable upon the surrender of the Certificates. If payment of the Merger Consideration is to be 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 the Certificate so surrendered shall be properly endorsed or shall be otherwise in proper form for transfer and that the person Person requesting such payment shall have paid all any transfer and other Taxes required by reason of the issuance payment of the Merger Consideration to a person Person other than the registered holder of the Certificate surrendered or shall have established to the satisfaction of the Surviving Corporation that such Tax tax either has been paid or is not applicable. Until surrendered as contemplated by this Section 1.74.2, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive the Merger Consideration for each Share in cash as contemplated by this Section 1.6(b) hereof4.2. The right of any shareholder to receive the Merger Consideration shall be subject to and reduced by any applicable withholding Tax obligation.

Exchange Procedures. Promptly after At the Reorganization Effective Time, Purchaser and the Surviving Corporation Company shall cause to be mailed to each holder of record, as of make the Effective Time, of a certificate or certificates, which immediately prior Reorganization Merger Consideration available to the Effective Time represented outstanding Shares (the “Certificates”), whose Shares were converted pursuant to Section 1.6(b) hereof into the right to receive the Merger Consideration, 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 Paying Agent and shall be in such form and have such other provisions as Purchaser may reasonably specify) and instructions Team Converting Holders for use in effecting the surrender of the Certificates in exchange for the Merger Consideration. Upon surrender of a Certificate for cancellation to the Paying Agent or to such other agent or agents as may be appointed by Purchaser, together with such letter of transmittal, properly completed and duly executed in accordance with the instructions theretoterms and conditions of this Agreement. At the Reorganization Effective Time, upon surrender to the Company by a Team Converting Holder of Team Certificates representing the number of Team Common Shares held by such holder, together with a duly executed and completed Transmittal Letter and such other documentation evidencing such holder’s ownership of such Team Common Shares as may reasonably be requested by the Company, such holder of such Certificate Team Certificates shall be entitled to immediately receive in exchange therefor the portion of the Reorganization Merger Consideration for each Share formerly (less any required withholding Taxes) to which such holder is entitled pursuant to this Article 1 in respect of the Team Common Shares represented by such Team Certificate, and the Certificate so surrendered shall forthwith be cancelled. No interest will be paid or accrued on the cash payable upon the surrender of the Certificates. If payment of the Merger Consideration is to be made to a person other than the person in whose name the surrendered Certificate is registered, it shall be a condition of payment that the Certificate so surrendered shall be properly endorsed or shall be otherwise in proper form for transfer and that the person requesting such payment shall have paid all transfer and other Taxes required by reason of the issuance to a person other than the registered holder of the Certificate surrendered or shall have established to the satisfaction of the Surviving Corporation that such Tax either has been paid or is not applicable. Until surrendered as contemplated by this Section 1.71.05, each Team Certificate shall be deemed upon and at any time after the Reorganization Effective Time to represent only the right to receive the appropriate amount of the Reorganization Merger Consideration without interest as provided in this Article 1. If any portion of the Reorganization Merger Consideration is to be paid to a Person other than the Person in whose name the Team Certificate is registered, it shall be a condition to such payment that the Team Certificate so surrendered shall be properly endorsed or otherwise be in proper form for each Share transfer and that the Person requesting such payment shall pay to the Company, on behalf of the Surviving Corporation, any transfer or other Taxes required as a result of such payment to a Person other than the registered holder of such Team Certificate or establish to the satisfaction of the Company that such Tax has been paid or is not payable. If any Team Certificate shall have been lost, stolen or destroyed, upon (i) the making of an affidavit of that fact and (ii) providing to the Surviving Corporation a personal indemnity against any claim that may be made against the Surviving Corporation or the Company with respect to such Team Certificate by the Person claiming such Team Certificate to be lost, stolen or destroyed, the Company will deliver in cash exchange for such lost, stolen or destroyed Team Certificate, the appropriate amount of Reorganization Merger Consideration, as contemplated by Section 1.6(b) hereofthis Article 1.

Exchange Procedures. Promptly As promptly as practicable after the Effective Time, Purchaser and the Surviving Corporation Parent shall cause the Paying Agent to be mailed mail to each holder of recordperson who was, as of at the Effective Time, a holder of a certificate or certificates, which immediately prior to the Effective Time represented outstanding record of Shares (the “Certificates”), whose Shares were converted pursuant to Section 1.6(b) hereof into the right entitled to receive the Merger Consideration, Consideration pursuant to Section 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 Paying Agent and shall be in such form and have such other provisions as Purchaser may reasonably specifyAgent) 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 cancellation to the Paying Agent or to such other agent or agents as may be appointed by Purchasercancellation, together with such letter of transmittal, properly duly completed and duly validly executed in accordance with the instructions thereto, and such other documents as may be required pursuant to such instructions, the holder of such Certificate shall be entitled to receive in exchange therefor the Merger Consideration for each Share amount of cash which such holder has the right to receive in respect of the Shares formerly represented by such CertificateCertificate pursuant to Section 2.01(a), and the Certificate so surrendered shall forthwith be cancelledcanceled. No interest will be paid or accrued on In the cash payable upon event of a transfer of ownership of Shares that is not registered in the surrender transfer records of the Certificates. If Company, payment of the Merger Consideration is to may be 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 the Certificate representing such Shares shall be properly endorsed or shall otherwise be otherwise in proper form for transfer and that the person requesting such payment shall have paid all pay any transfer and or other Taxes taxes required by reason of the issuance payment of the Merger Consideration to a person other than the registered holder of the such Certificate surrendered or shall have established establish to the reasonable satisfaction of the Surviving Corporation Parent that such Tax either tax has been paid or is not applicable. Until surrendered as contemplated by this Section 1.72.02, 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 for each Share in to which the holder of such Certificate is entitled pursuant to this Article II. No interest shall be paid or will accrue on any cash as contemplated by Section 1.6(b) hereofpayable to holders of Certificates pursuant to the provisions of this Article II.

Exchange Procedures. Promptly As soon as reasonably practicable ------------------- after the Effective Time, Purchaser and the Surviving Corporation Parent shall cause the Depositary to be mailed mail to each holder of record, as of the Effective Time, of record a certificate Certificate or certificates, which immediately prior to the Effective Time represented outstanding Shares Certificates (the “Certificates”), whose Shares were converted pursuant to Section 1.6(bi) hereof into the right to receive the Merger Consideration, 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 Paying Agent and shall be in such form and have such other provisions as Purchaser may reasonably specifyDepositary) (the "Letter of Transmittal") and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the Merger Consideration. Upon surrender of a Certificate for cancellation to the Paying Agent or to such other agent or agents as may be appointed by PurchaserDepositary, together with such letter Letter of transmittalTransmittal, properly completed duly executed, and duly executed in accordance with such other documents as may reasonably be required by the instructions theretoDepositary, the Depositary shall pay the holder of such Certificate shall be entitled to receive in exchange therefor the Merger Consideration for each Share formerly represented by in respect of such Certificate, less any required withholding taxes, and the Certificate so surrendered shall forthwith be cancelled. No interest will be paid or accrued on the cash payable upon the surrender of the Certificatescanceled. If payment any portion of the Merger Consideration is to be made paid to a person (as defined in the Exchange Act) (a "Person") other than the person registered holder of the shares represented by the Certificate or Certificates surrendered in whose name the surrendered Certificate is registeredexchange therefor, it shall be a condition of to such payment that the Certificate or Certificates so surrendered shall be properly endorsed or shall otherwise be otherwise in proper form for transfer and that the person Person requesting such payment shall have paid all pay to the Depositary any transfer and or other Taxes taxes required by reason as a result of the issuance such payment to a person Person other than the registered holder of the Certificate surrendered such shares or shall have established establish to the satisfaction of the Surviving Corporation Depositary that such Tax either tax has been paid or is not applicablepayable. Until surrendered as contemplated by this Section 1.75.2, each Certificate (other than Certificates representing Dissenting Shares) or Shares to be canceled pursuant to Section 5.1(b)) shall be deemed at any time after the Effective Time to represent only the right to receive the Merger Consideration for each Share in cash as contemplated by Section 1.6(b) hereofupon such surrender.

Exchange Procedures. Promptly after the Effective Time, Purchaser and Parent shall instruct the Surviving Corporation shall cause Paying Agent to be mailed mail to each holder of record, as of the Effective Time, record of a certificate or certificates, which immediately prior to before the Effective Time represented issued and outstanding Company Common Shares (the “Certificates”), whose Shares shares were converted pursuant to under Section 1.6(b) 2.1 hereof into the right to receive the Merger Consideration, 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 proper delivery of the Certificates to the Paying Agent and shall be in such form and have such other provisions as Purchaser may reasonably specifyare reasonable and customary in transactions such as the Merger) 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 cancellation to the Paying Agent or to such other agent or agents as may be appointed by PurchaserParent, together with such letter of transmittal, properly completed and duly executed in accordance with and completed, and such other documents as may reasonably and customarily be required by the instructions theretoPaying Agent, the holder of such Certificate shall be entitled to receive in exchange therefor the Merger Consideration for each Company Common Share formerly represented by such Certificate, Certificate and the Certificate so surrendered shall forthwith be cancelled. No interest will be paid or accrued on the cash payable upon the surrender of the Certificates. If payment of the Merger Consideration is to be made to a person other than the person in whose name the surrendered Certificate is registered, it shall be a condition of payment that the Certificate so surrendered shall be properly endorsed or shall be otherwise in proper form for transfer and that the person requesting such payment shall have paid all any transfer and other Taxes taxes required by reason of the issuance payment of the Merger Consideration to a person other than the registered holder of the Certificate surrendered or shall have established to the satisfaction of the Surviving Corporation that such Tax tax either has been paid or is not applicablepayable. Until surrendered as contemplated by this Section 1.72.2, each Certificate (other than certificates representing shares to be cancelled in accordance with Section 2.1(b) 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 for each Share in cash as contemplated by this Section 1.6(b2.2, without interest thereon. If any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit (in a form reasonably satisfactory to Parent) hereofof that fact by the person claiming such certificate to be lost, stolen or destroyed, the Paying Agent will issue, in each case, in exchange for such affidavit, the appropriate amount of Merger Consideration deliverable in respect thereof as determined in accordance with Section 2.1; provided that the person to whom the Merger Consideration is paid shall, as a condition precedent to the payment thereof, upon the request of Parent indemnify the Surviving Corporation and Parent in a manner reasonably satisfactory to them (by the posting by such person of such bond and security as the Surviving Corporation or Parent may reasonably request) against any claim that may be made against the Surviving Corporation or Parent with respect to the Certificate claimed to have been lost, stolen or destroyed.

Exchange Procedures. Promptly As promptly as practicable after the Effective Time, Purchaser and but in no event more than five Business Days after the Surviving Corporation Effective Time, Parent shall cause the Paying Agent to be mailed mail to each holder of record, as of the Effective Time, record of a certificate or certificates, Certificate representing Shares which immediately prior to the Effective Time represented outstanding Shares (the “Certificates”), whose Shares were converted pursuant to Section 1.6(b3.1(c) hereof into the right to receive 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 each Certificate shall pass, only upon proper delivery of the Certificates such Certificate to the Paying Agent and shall be in such form and have such other provisions as Purchaser Parent and the Company may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates each such Certificate in exchange for payment of the Merger Consideration. Upon surrender of a Certificate for cancellation to the Paying Agent or to such other agent or agents as may be appointed by PurchaserAgent, together with such letter of transmittal, properly completed duly executed, and duly executed in accordance with such other documents as the instructions theretoPaying Agent may reasonably require, the holder of such Certificate shall be entitled to receive in exchange therefor the Merger Consideration (subject to subsection (e) of this Section 3.2) for each Share formerly represented by such Certificate, to be mailed within ten Business Days of receipt of such Certificate and letter of transmittal by the Paying Agent, and the Certificate so surrendered shall forthwith be cancelled. No interest will be paid or accrued on the cash payable upon the surrender of the Certificatescanceled. If payment of the Merger Consideration is to be 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 of the Merger Consideration that the Certificate so surrendered shall be properly endorsed or shall be otherwise in proper form for transfer and that the person Person requesting such payment shall have paid all transfer and other Taxes any Tax required by reason of the issuance payment of the Merger Consideration to a person Person other than the registered holder of the Certificate surrendered or shall have established to the satisfaction of the Surviving Corporation that such Tax either has been paid or is not applicable. Until surrendered as contemplated by this Section 1.7After the Effective Time, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive the Merger Consideration for each Share in cash as contemplated by this Section 1.6(b) hereof3.2.

Exchange Procedures. Promptly As soon as reasonably practicable after the Effective Time, Purchaser and the Surviving Corporation Parent shall cause the Paying Agent to be mailed mail to each holder of record, as of the Effective Time, record of a certificate Certificate or certificatesCertificates, which immediately prior to the Effective Time represented outstanding Shares (the “Certificates”), whose Shares were converted pursuant to Section 1.6(bi) hereof into the right to receive the Merger Consideration, 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 Paying Agent and shall be in such form and have such other provisions not inconsistent with this Agreement as Purchaser 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 cancellation to the Paying Agent or to such other agent or agents as may be appointed by PurchaserParent, together with such letter of transmittal, properly completed and duly executed in accordance with the instructions theretoexecuted, the holder of such Certificate shall be entitled to receive in exchange therefor the Merger Consideration for each Share formerly represented by such Certificate, and the Certificate so surrendered shall forthwith be cancelled. No interest will be paid or accrued on the cash payable upon the surrender of the Certificates. If payment of the Merger Consideration is to be made to a person other than the person in whose name the surrendered Certificate is registered, it shall be a condition of payment that the Certificate so surrendered shall be properly endorsed or shall be otherwise in proper form for transfer and that the person requesting such payment shall have paid all any transfer and other Taxes taxes required by reason of the issuance payment of the Merger Consideration to a person other than the registered holder of the Certificate surrendered or shall have established to the satisfaction of the Surviving Corporation that such Tax tax either has been paid or is not applicable. Until surrendered as contemplated by this Section 1.7SECTION 2.2, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive the Merger Consideration for each Share in cash as contemplated by Section 1.6(b) hereofthis SECTION 2.

Exchange Procedures. Promptly As soon as reasonably practicable after the Effective Time of the Merger (but in any event within three Business Days after the Effective Time), Purchaser and the Surviving Corporation shall cause the Exchange Agent to be mailed mail to each holder of record, as of the Effective Time, record of a certificate or certificates, certificates (the "Certificates") which immediately prior to the Effective Time represented outstanding Shares (the “Certificates”shares of Company Common Stock, other than shares to be canceled and retired in accordance with Section 1.8(b), whose Shares were converted pursuant to Section 1.6(b(i) hereof into the right to receive the Merger Consideration, 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 Paying Exchange Agent and shall be in such form and have such other provisions as Purchaser 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 cancellation to the Paying Exchange Agent or to such other agent or agents as may be appointed by PurchaserParent, together with such letter of transmittal, properly completed duly executed, and duly executed in accordance with such other documents as may reasonably be required by the instructions theretoExchange Agent, the holder of such Certificate shall be entitled to receive in exchange therefor the Merger Consideration for each Share formerly represented by such Certificate(which Parent shall cause the Exchange Agent to pay promptly), and the Certificate so surrendered shall forthwith be cancelled. No interest will be paid or accrued on the cash payable upon the surrender of the Certificatescanceled. If payment any portion of the Merger Consideration is to be made paid to a person Person other than the person registered holder of the shares represented by the certificate or certificates surrendered in whose name the surrendered Certificate is registeredexchange therefor, it shall be a condition of to such payment that the Certificate certificate or certificates so surrendered shall be properly endorsed or shall otherwise be otherwise in proper form for transfer and that the person Person requesting such payment shall have paid all pay to the Exchange Agent any transfer and or other Taxes taxes required by reason as a result of the issuance such payment to a person Person other than the registered holder of the Certificate surrendered such shares or shall have established establish to the satisfaction of the Surviving Corporation Exchange Agent that such Tax either tax has been paid or is not applicablepayable. Until surrendered as contemplated by this Section 1.71.9, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration for each Share in cash as contemplated by Section 1.6(b) hereofConsideration.

Exchange Procedures. Promptly As promptly as practicable after the Effective Time, Purchaser and IP shall send, or will cause the Surviving Corporation shall cause Exchange Agent to be mailed send, to each holder of record, as of the Effective Time, record of a certificate Certificate or certificates, which immediately prior to the Effective Time represented outstanding Shares (the “Certificates”), whose Shares were converted pursuant to Section 1.6(b) hereof into the right to receive the Merger Consideration, Certificates a letter of transmittal and instructions (which shall be in customary form and 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 Paying Agent and shall be in such form and have such other provisions as Purchaser may reasonably specify) and instructions Exchange Agent), for use in effecting the surrender of the Certificates in exchange for the Merger Considerationcontemplated by this Section 3.3. Upon surrender of a Certificate for cancellation to the Paying Agent or to such other agent or agents as may be appointed by PurchaserExchange Agent, together with such a duly executed letter of transmittal, properly completed and duly executed in accordance with the instructions thereto, the holder of such Certificate shall be entitled to receive in exchange therefor the Merger Consideration for each Share formerly and unpaid dividends and distributions thereon, if any, as provided in this Article 3 in respect of the UCC Common Shares represented by such Certificate, and the Certificate so surrendered shall forthwith be cancelled. No interest will be paid or accrued on the cash payable upon the surrender of the Certificates. If payment of the Merger Consideration is (after giving effect to be 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 shall be properly endorsed or shall be otherwise in proper form for transfer and that the person requesting such payment shall have paid all transfer and other Taxes any required by reason of the issuance to a person other than the registered holder of the Certificate surrendered or shall have established to the satisfaction of the Surviving Corporation that such Tax either has been paid or is not applicablewithholding tax). Until surrendered as contemplated by this Section 1.73.3, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive the Merger Consideration and unpaid dividends and distributions thereon, if any, as provided in this Article 3. If any portion of the Merger Consideration is to be paid to a Person other than the Person in whose name the Certificate is registered, it shall be a condition to such payment that the Certificate so surrendered shall be properly endorsed or otherwise be in proper form for each Share transfer and that the Person requesting such payment shall pay to the Exchange Agent any transfer or other taxes required as a result of such payment to a Person other than the registered holder of such Certificate or establish to the satisfaction of the Exchange Agent that such tax has been paid or is not payable. If 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 IP, the posting by such Person of a bond, in cash such reasonable amount as IP may direct, as indemnity against any claim that may be made against it with respect to such Certificate, the Exchange Agent will deliver in exchange for such lost, stolen or destroyed Certificate, the proper amount of the Merger Consideration, together with any unpaid dividends and distributions on any such IP Common Shares, as contemplated by Section 1.6(b) hereofthis Article 3.

Exchange Procedures. Promptly As soon as practicable after the Effective Time, Purchaser and the Surviving Corporation shall cause to be mailed to each holder of record, as of the Effective Time, of a an outstanding certificate or certificatescertificates which prior thereto represented shares of Common Stock (other than any Dissenting Shares) shall, which immediately prior to the Effective Time represented outstanding Shares (the “Certificates”), whose Shares were converted pursuant to Section 1.6(b) hereof into the right to receive the Merger Consideration, 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 surrender to the Paying Agent of such certificate or certificates and acceptance thereof by the Paying Agent, be entitled to the per share Cash Amount multiplied by the aggregate number of shares of Common Stock previously represented by such certificate(s). The Paying Agent shall be in accept such form certificates upon compliance with such reasonable terms and have such other provisions conditions as Purchaser may reasonably specify) and instructions for use in effecting the surrender of the Certificates in exchange for the Merger Consideration. Upon surrender of a Certificate for cancellation to the Paying Agent or may impose to such other agent or agents as may be appointed by Purchaser, together with such letter of transmittal, properly completed and duly executed effect an orderly exchange thereof in accordance with normal exchange practices. If the instructions thereto, the holder of such Certificate shall consideration to be entitled to receive paid in exchange therefor the Merger Consideration for each Share formerly represented by such Certificate, and the Certificate so surrendered shall forthwith be cancelled. No interest will be paid (or accrued on the cash payable upon the surrender of the Certificates. If payment of the Merger Consideration any portion thereof) is to be made delivered to a any person other than the person in whose name the certificate representing shares of Common Stock surrendered Certificate in exchange therefor is registered, it shall be a condition of payment to such exchange that the Certificate certificate so surrendered shall be properly endorsed or shall otherwise be otherwise in proper form for transfer and that the person requesting such payment exchange shall have paid all pay to the Paying Agent any transfer and or other Taxes taxes required by reason of the issuance payment of such consideration to a person other than the registered holder of the Certificate surrendered certificate surrendered, or shall have established establish to the satisfaction of the Surviving Corporation Paying Agent that such Tax either tax has been paid or is not applicable. After the Effective Time, there shall be no further transfer on the records of the Company or its transfer agent of certificates representing shares of Common Stock and if such certificates are presented to the Company for transfer, they shall be cancelled against delivery of the Cash Amount as hereinabove provided. Until surrendered as contemplated by this Section 1.72.3(c), each Certificate certificate representing shares of Common Stock (other than certificates representing shares to be cancelled in accordance with Section 2.1(b) or Dissenting Shares), shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Common Merger Consideration for each Share in cash (subject to the Holdback Amount), without any interest thereon, as contemplated by Section 1.6(b) hereof2.1. No interest will be paid or will accrue on any cash payable as Common Merger Consideration.

Exchange Procedures. Promptly As promptly as practicable after the Effective Time, Purchaser and but not later than five Business Days thereafter, the Surviving Corporation shall cause the Paying Agent to be mailed mail to each holder of record, as of the Effective Time, record of a certificate or certificates, which immediately prior to the Effective Time represented outstanding Shares (the “Certificates”)Company Certificate, whose Shares shares were converted pursuant to Section 1.6(b) hereof 1.7 into the right to receive the Merger Consideration, (i) a letter of transmittal (which shall specify that delivery shall be effectedeffective, and risk of loss and title to the Company Certificates shall pass, only upon proper delivery of the Company Certificates to the Paying Agent and shall be in such form and have such other provisions as Purchaser the Surviving Corporation may reasonably specify) and (ii) instructions for use in effecting the surrender of the Company Certificates in exchange for payment of the Merger Consideration. Upon surrender of a Company Certificate for cancellation to the Paying Agent or to such other agent or agents as may be appointed by PurchaserAgent, together with such letter of transmittal, properly completed and duly executed in accordance with the instructions theretoexecuted, the holder of such Company Certificate shall be entitled to receive in exchange therefor the Merger Consideration for each Share (subject to subsection 1.12(f) below) multiplied by, (i) in the case of Company Common Stock, the number of shares of Company Common Stock formerly represented by such Company Certificate, and (ii) in the case of Series A Convertible Preferred Stock, the number of shares of Company Common Stock into which the number of shares of Series A Convertible Preferred Stock formerly represented by such Company Certificate is then convertible in accordance with the terms of the Series A Convertible Preferred Stock, and the Company Certificate so surrendered shall forthwith be cancelled. No interest will be paid or accrued on the cash payable upon the surrender of the Certificatescanceled. If payment of the Merger Consideration is to be made to a person Person other than the person Person in whose name the surrendered Company Certificate is registered, it shall be a condition of payment that the Certificate so surrendered shall be properly endorsed or shall be otherwise in proper form for transfer and transfer, that the person Person requesting such payment shall have paid all any transfer and other Taxes taxes required by reason of the issuance payment of the Merger Consideration to a person Person other than the registered holder of the Company Certificate surrendered or shall have established to the satisfaction of the Surviving Corporation that such Tax either has been paid or is not applicableapplicable and that any other requirements reasonably imposed by the Surviving Corporation be satisfied. Until surrendered as contemplated by this Section 1.71.12, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive the Merger Consideration for each Share in cash as contemplated by this Section 1.6(b) hereof1.12.