Common use of Exchange Procedures Clause in Contracts

Exchange Procedures. As soon as reasonably practicable after the Effective Time and in any event not later than the fourth business day following the Effective Time, Parent shall cause the Exchange Agent to mail to each holder of record of Shares as of the Effective Time (i) a letter of transmittal (which shall specify that delivery shall be effected, and that risk of loss and title to the Shares shall pass, only upon delivery of the Shares to the Exchange Agent and which shall be in form and substance reasonably satisfactory to Parent and the Company) and (ii) instructions for use in effecting the surrender of the Shares in exchange for certificates representing whole shares of Parent Common Stock (or appropriate alternative arrangements made by Parent if uncertificated shares of Parent Common Stock will be issued), cash in lieu of any fractional shares of Parent Common Stock pursuant to Section 2.1(d) and any dividends or other distributions payable pursuant to Section 2.2(c). Exchange of any Shares held in book entry form shall be effected in accordance with the Exchange Agent’s customary procedures with respect to securities held in book entry form. Upon surrender of Shares for cancellation to the Exchange Agent, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, and such other documents as may reasonably be required by the Exchange Agent or Parent, the holder of such Shares shall be entitled to receive in exchange therefor that number of whole shares of Parent Common Stock (after taking into account all Shares surrendered by such holder) to which such holder is entitled pursuant to Section 2.1 (which shall be in uncertificated book entry form unless a physical certificate is affirmatively requested), payment by cash or check in lieu of fractional shares of Parent Common Stock which such holder is entitled to receive pursuant to Section 2.1(d) and any dividends or distributions payable pursuant to Section 2.2(c), and the Shares so surrendered shall forthwith be cancelled. If any portion of the Merger Consideration is to be registered in the name of a person other than the person in whose name the applicable surrendered Share is registered, it shall be a condition to the registration thereof that the surrendered Share be in proper form for transfer and that the person requesting such delivery of the Merger Consideration pay any and all transfer and other similar Taxes required to be paid as a result of such registration in the name of a person other than the registered holder of such Share or establish to the satisfaction of the Exchange Agent that such Taxes have been paid or are not payable. Until surrendered as contemplated by this Section 2.2(b), each Share shall be deemed at any time after the Effective Time to represent only the right to receive the Merger Consideration (and any amounts to be paid pursuant to Section 2.1(d) or Section 2.2(c)) upon such surrender. No interest shall be paid or shall accrue on or with respect to the Merger Consideration or on or with respect to any amount payable pursuant to Section 2.1(d) or Section 2.2(c).

Exchange Procedures. As soon as reasonably practicable after Upon surrender to the Effective Time and in any event not later than the fourth business day following the Effective TimePaying Agent of a certificate representing Common Shares for cancellation, Parent shall cause the Exchange Agent to mail to each holder of record of Shares as of the Effective Time (i) together with a letter of transmittal (which shall specify that delivery shall be effected, and that risk of loss and title to the Shares shall pass, only upon delivery of the Shares to the Exchange Agent and which shall be in form and substance reasonably satisfactory to Parent and the Company) and (ii) instructions for use in effecting the surrender of the Shares in exchange for certificates representing whole shares of Parent Common Stock (or appropriate alternative arrangements made by Parent if uncertificated shares of Parent Common Stock will be issued), cash in lieu of any fractional shares of Parent Common Stock pursuant to Section 2.1(d) and any dividends or other distributions payable pursuant to Section 2.2(c). Exchange of any Shares held in book entry form shall be effected in accordance with the Exchange Agent’s customary procedures with respect to securities held in book entry form. Upon surrender of Shares for cancellation to the Exchange Agent, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, and such other customary documents as may reasonably be required by the Exchange Agent or Parentinstruction to the letter of transmittal (collectively, the "Certificate") and acceptance thereof by the Paying Agent, the holder of such Shares Certificate shall be entitled to receive in exchange therefor (i) certificates evidencing that number of whole shares of Parent PennCorp Common Stock (after taking into account all which such holder has the right to receive in respect of Common Shares surrendered previously represented by such holderCertificate in accordance with Section 1.9.1, (ii) cash to which such holder is entitled to receive in accordance with Section 1.9.1, (iii) cash in lieu of fractional shares of PennCorp Common Stock to which such holder is entitled pursuant to Section 2.1 1.11.6, and (which shall be in uncertificated book entry form unless a physical certificate is affirmatively requested), payment by cash iv) any dividends or check in lieu of fractional shares of Parent Common Stock other distributions to which such holder is entitled to receive pursuant to Section 2.1(d1.11.4 (the shares of PennCorp Common Stock, dividends, distributions and cash described in clauses (i), (ii), (iii) and any dividends or distributions payable pursuant (iv) are referred to Section 2.2(ccollectively as the "Merger Consideration"), . The Paying Agent shall accept such Certificate upon compliance with such reasonable terms and conditions as the Shares so surrendered shall forthwith be cancelledPaying Agent may impose to effect an orderly exchange thereof in accordance with normal exchange practices. If any portion of the Merger Consideration (or any portion thereof) is to be registered in the name of a delivered to any person other than the person in whose name the applicable Certificate representing Common Shares surrendered Share in exchange therefor is registeredregistered on the record books of the Company, it shall be a condition to the registration thereof such exchange that the Certificate so surrendered Share shall be properly endorsed or otherwise be in proper form for transfer and that the person requesting such delivery exchange shall pay to the Paying Agent any transfer or other taxes required by reason of the Merger Consideration pay any and all transfer and other similar Taxes required to be paid as a result payment of such registration in the name of consideration to a person other than the registered holder of such Share the Certificate surrendered, or shall establish to the satisfaction of the Exchange Paying Agent that such Taxes have tax has been paid or are is not payableapplicable. After the Effective Time, there shall be no further transfer on the records of the Company or its transfer agent of any Certificate representing Common Shares and if any such Certificate is presented to the Company for transfer, it shall be cancelled against delivery of the Merger Consideration as hereinabove provided. Until surrendered as contemplated by this Section 2.2(b1.11.2, each Certificate representing Common Shares (other than a Certificate representing Common Shares to be cancelled in accordance with Section 1.9.8), each Share shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration (and Consideration, without any amounts to be paid pursuant to Section 2.1(d) or Section 2.2(c)) upon such surrender. No interest shall be paid or shall accrue on or with respect to the Merger Consideration or on or with respect to any amount payable pursuant to Section 2.1(d) or Section 2.2(c)thereon.

Exchange Procedures. As soon as reasonably practicable after the Effective Time and in any event not later than the fourth within ten (10) business day following days after the Effective Time, the Parent shall cause the Exchange Agent to mail to each holder of record of Shares as of the Effective Time a Certificate (i) a letter of transmittal (which shall (A) include a form of election by which each such holder may elect to receive the merger consideration to which such holder is entitled in the form of Parent ADSs or Parent Ordinary Shares in registered form and (B) specify that delivery shall be effected, and that risk of loss and title to the Shares Certificates shall pass, only upon delivery of the Shares Certificates to the Exchange Agent and which shall be in such form and substance have such other provisions as the Parent may reasonably satisfactory to Parent and the Companyspecify) and (ii) instructions for use in effecting the surrender of the Shares Certificates in exchange for certificates representing whole shares of Parent Common Stock ADRs (or appropriate alternative arrangements made by Parent if uncertificated shares of Parent Common Stock will be issued), plus cash in lieu of any fractional shares shares, if any, of Parent Common Stock pursuant to Section 2.1(d) ADSs and any dividends or other distributions payable pursuant to Section 2.2(c). Exchange of any Shares held in book entry form shall be effected in accordance with the Exchange Agent’s customary procedures with respect to securities held in book entry formas provided below) or certificates representing Parent Ordinary Shares. Upon surrender of Shares a Certificate for cancellation to the Exchange AgentAgent or to such other agent or agents as may be appointed by the Parent, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions theretoexecuted, and such other documents as may reasonably be required by the Exchange Agent or ParentAgent, the holder of such Shares Certificate shall be entitled to receive in exchange therefor a Parent ADR representing that number of whole shares Parent ADSs or a certificate representing that number of Parent Common Stock (after taking into account all Ordinary Shares surrendered by such holder) to which such holder is entitled has the right to receive pursuant to Section 2.1 (which shall be in uncertificated book entry form unless a physical certificate is affirmatively requested), payment by the provisions of this Article II plus cash or check in lieu of fractional shares of Parent Common Stock which such holder is entitled to receive pursuant to Section 2.1(d2.2(e) and any dividends or distributions then payable pursuant to Section 2.2(c), and the Shares Certificate so surrendered shall forthwith immediately be cancelled. If any portion In the event of the Merger Consideration a transfer of ownership of Company Common Stock which is to be not registered in the name transfer records of the Company, a Parent ADR representing the proper number of Parent ADSs or a certificate representing the proper number of Parent Ordinary Shares issuable in exchange therefor pursuant to this Article II plus cash in lieu of fractional shares pursuant to Section 2.2(e) and any dividends or distributions then payable pursuant to Section 2.2(c) may be issued or paid to a person other than the person in whose name the applicable Certificate so surrendered Share is registered, it shall be a condition if such Certificate is presented to the registration thereof that the surrendered Share be 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 delivery of the Merger Consideration pay any and all applicable stock transfer and other similar Taxes required to be paid as a result of such registration in the name of a person other than the registered holder of such Share or establish to the satisfaction of the Exchange Agent that such Taxes taxes have been paid or are not payablepaid. Until surrendered as contemplated by this Section 2.2(b)2.2, each Share Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration (and any amounts to be paid Parent ADR representing Parent ADSs or certificates representing Parent Ordinary Shares plus cash in lieu of fractional shares pursuant to Section 2.1(d2.2(e) and any dividends or Section 2.2(c)) upon such surrender. No interest shall be paid or shall accrue on or with respect to the Merger Consideration or on or with respect to any amount distributions then payable pursuant to Section 2.1(d2.2(c) or as contemplated by this Section 2.2(c)2.2.

Exchange Procedures. As soon as reasonably practicable after the Effective Time and in any event not later than of the fourth business day following the Effective TimeFirst Merger, Parent shall cause the Exchange Agent to mail to each holder of record of Shares (as of the Effective Time of the First Merger) of a certificate or certificates (the “Certificates”), which immediately prior to the Effective Time of the First Merger represented outstanding shares of Company Common Stock, or non-certificated shares of Company Common Stock represented by book entry (“Book Entry Shares”) whose shares were converted into the right to receive the Merger Consideration, cash in lieu of any fractional shares pursuant to Section 1.6(e) and any dividends or other distributions pursuant to Section 1.7(d): (i) a letter of transmittal (which shall specify that delivery shall be effected, and that risk of loss and title to the Shares Certificates shall pass, only upon delivery of the Certificates or Book Entry Shares to the Exchange Agent Agent) and which shall otherwise be in customary form and substance reasonably satisfactory to Parent and the Company) and (ii) instructions for use in effecting the surrender of the Certificates or Book Entry Shares in exchange for certificates representing whole shares of Parent Common Stock (or appropriate alternative arrangements made by Parent if uncertificated shares of Parent Common Stock will be issued)Stock, the Merger Cash Consideration, cash in lieu of any fractional shares of Parent Common Stock pursuant to Section 2.1(d1.6(e) and any dividends or other distributions payable pursuant to Section 2.2(c1.7(d). Exchange of any Shares held in book entry form shall be effected in accordance with the Exchange Agent’s customary procedures with respect to securities held in book entry form. Upon surrender of Certificates or Book Entry Shares for cancellation to the Exchange Agent, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, thereto and such other documents as may reasonably be required by the Exchange Agent or ParentAgent, the holder of record of such Certificates or Book Entry Shares shall be entitled to receive in exchange therefor that the Merger Cash Consideration and the number of whole shares of Parent Common Stock (after taking into account all Certificates and Book Entry Shares surrendered by such holderholder of record) to which such holder is entitled pursuant to Section 2.1 1.6(a) (which shall which, at the election of Parent, may be in uncertificated book entry form unless a physical certificate is affirmatively requestedrequested by the holder of record or is otherwise required by applicable Legal Requirements (as defined in Section 2.2(e)), a cash payment by cash or check in lieu of fractional shares of Parent Common Stock which such holder is entitled has the right to receive pursuant to Section 2.1(d1.6(e) and a cash payment for any dividends or distributions payable pursuant to Section 1.7(d), and the Certificates and Book Entry Shares so surrendered shall forthwith be canceled. Until so surrendered, outstanding Certificates or Book Entry Shares will be deemed from and after the Effective Time of the First Merger, for all corporate purposes, to evidence only the right to receive the Merger Consideration to which such shares of Company Common Stock are entitled and the right to receive an amount in cash in lieu of the issuance of any fractional shares in accordance with Section 1.6(e) and any dividends or distributions payable pursuant to Section 2.2(c), and the Shares so surrendered shall forthwith be cancelled. If any portion of the Merger Consideration is to be registered in the name of a person other than the person in whose name the applicable surrendered Share is registered, it shall be a condition to the registration thereof that the surrendered Share be in proper form for transfer and that the person requesting such delivery of the Merger Consideration pay any and all transfer and other similar Taxes required to be paid as a result of such registration in the name of a person other than the registered holder of such Share or establish to the satisfaction of the Exchange Agent that such Taxes have been paid or are not payable. Until surrendered as contemplated by this Section 2.2(b), each Share shall be deemed at any time after the Effective Time to represent only the right to receive the Merger Consideration (and any amounts to be paid pursuant to Section 2.1(d) or Section 2.2(c)) upon such surrender. No interest shall be paid or shall accrue on or with respect to the Merger Consideration or on or with respect to any amount payable pursuant to Section 2.1(d) or Section 2.2(c1.7(d).

Exchange Procedures. As soon as reasonably practicable after the Effective Time and in any event not later than the fourth business day following the Effective Time, Parent the Surviving Corporation shall cause the Exchange Agent to mail to each holder of record of Shares as of the Effective Time a Certificate (i) a letter of transmittal (which shall specify that delivery shall be effected, and that risk of loss and title to the Shares Certificates shall pass, only upon delivery of the Shares Certificates to the Exchange Agent Agent, and which letter shall be in such form and substance have such other provisions as MCI WorldCom may reasonably satisfactory to Parent and the Company) specify and (ii) instructions for use in effecting the surrender of the Shares such Certificates in exchange for certificates representing whole shares of Parent Common Stock (or appropriate alternative arrangements made by Parent if uncertificated shares of Parent Common Stock will be issued), cash in lieu of any fractional shares of Parent Common Stock pursuant to Section 2.1(d) and any dividends or other distributions payable pursuant to Section 2.2(c). Exchange of any Shares held in book entry form shall be effected in accordance with the Exchange Agent’s customary procedures with respect to securities held in book entry formapplicable Merger Consideration. Upon surrender of Shares for cancellation a Certificate to the Exchange Agent, Agent together with such letter of transmittal, duly executed and completed and validly executed in accordance with the instructions thereto, and such other documents as may reasonably be required by the Exchange Agent or ParentAgent, the holder of such Shares Certificate, if it is a Certificate for Sprint Capital Stock shall be entitled to receive in exchange therefor that (A) one or more shares of applicable MCI WorldCom Capital Stock representing, in the aggregate, the whole number of whole shares that such holder has the right to receive pursuant to Section 1.8, and (B) a check in the amount equal to the cash that such holder has the right to receive pursuant to the provisions of this Article II including cash in lieu of any fractional shares of Parent Common applicable MCI WorldCom Capital Stock (after taking into account all Shares pursuant to Section 2.5 and any dividends or other distributions pursuant to Section 2.3, and in each case the Certificate so surrendered by such holder) shall forthwith be canceled. No interest will be paid or will accrue on any cash payable pursuant to Section 2.3 or Section 2.5. In the event of a transfer of ownership of Sprint Capital Stock which is not registered in the transfer records of Sprint, one or more shares of applicable MCI WorldCom Capital Stock evidencing, in the aggregate, the proper number of shares of applicable MCI WorldCom Capital Stock and a check in the proper amount of cash in lieu of any fractional shares of applicable MCI WorldCom Capital Stock pursuant to Section 2.5 and any dividends or other distributions to which such holder is entitled pursuant to Section 2.1 (which shall 2.3, may be in uncertificated book entry form unless a physical certificate is affirmatively requested), payment by cash or check in lieu of fractional shares of Parent Common Stock which such holder is entitled to receive pursuant to Section 2.1(d) and any dividends or distributions payable pursuant to Section 2.2(c), and the Shares so surrendered shall forthwith be cancelled. If any portion of the Merger Consideration is to be registered in the name of a person other than the person in whose name the applicable surrendered Share is registered, it shall be a condition to the registration thereof that the surrendered Share be in proper form for transfer and that the person requesting such delivery of the Merger Consideration pay any and all transfer and other similar Taxes required to be paid as a result of such registration in the name of a person other than the registered holder of such Share or establish to the satisfaction of the Exchange Agent that such Taxes have been paid or are not payable. Until surrendered as contemplated by this Section 2.2(b), each Share shall be deemed at any time after the Effective Time to represent only the right to receive the Merger Consideration (and any amounts to be paid pursuant to Section 2.1(d) or Section 2.2(c)) upon such surrender. No interest shall be paid or shall accrue on or issued with respect to such Sprint Capital Stock to such a transferee if the Merger Consideration or on or with respect Certificate representing such shares of Sprint Capital Stock is presented to the Exchange Agent, accompanied by all documents required to evidence and effect such transfer and to evidence that any amount payable pursuant to Section 2.1(d) or Section 2.2(c)applicable stock transfer taxes have been paid.

Exchange Procedures. As soon as reasonably practicable Promptly after the Effective Time and in any event not later than the fourth business day following the Effective Time, Parent but no later than five (5) Business Days after the Effective Date, Acquiror shall cause the Exchange Agent to mail be mailed to each holder of record of Shares as of a certificate or certificates (the "Certificates") that immediately prior to the Effective Time represented outstanding shares of Target Common Stock, whose shares were converted into the right to receive shares of Acquiror Common Stock and cash in lieu of fractional shares pursuant to Section 1.6, (i) a letter of transmittal (which shall specify that delivery shall be effected, and that risk of loss and title to the Shares Certificates shall pass, only upon delivery receipt of the Shares to Certificates by the Exchange Agent Agent, and which shall be in such form and substance have such other provisions as Acquiror may reasonably satisfactory to Parent and the Companyspecify) and (ii) instructions for use in effecting the surrender of the Shares Certificates in exchange for certificates representing whole shares of Parent Acquiror Common Stock (or appropriate alternative arrangements made by Parent if uncertificated shares of Parent Common Stock will be issued), and cash in lieu of any fractional shares of Parent Common Stock pursuant to Section 2.1(d) and any dividends or other distributions payable pursuant to Section 2.2(c). Exchange of any Shares held in book entry form shall be effected in accordance with the Exchange Agent’s customary procedures with respect to securities held in book entry formshares. Upon surrender of Shares a Certificate for cancellation to the Exchange Agent, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, thereto and such other customary documents as may reasonably be required by the Exchange Agent or Parentpursuant to such instructions, the holder of such Shares Certificate shall be entitled to receive in exchange therefor that therefor, and Acquiror shall cause the Exchange Agent to promptly send to the holder, one or more certificates as requested by the holder (properly issued, executed and countersigned, as appropriate) representing the number of whole shares of Parent Acquiror Common Stock (after taking into account all Shares surrendered by and payment of cash in lieu of fractional shares that such holder) holder has the right to receive pursuant to Section 1.6 and any dividends or other distributions to which such holder is entitled pursuant to Section 2.1 (which shall be in uncertificated book entry form unless a physical certificate is affirmatively requested), payment by cash or check in lieu of fractional shares of Parent Common Stock which such holder is entitled to receive pursuant to Section 2.1(d) and any dividends or distributions payable pursuant to Section 2.2(c1.7(c), and the Shares Certificate so surrendered shall forthwith be cancelledcanceled. If any portion In the event of the Merger Consideration a transfer of ownership of shares of Target Common Stock which is to be not registered in the name transfer records of Target as of the Effective Time, shares of Acquiror Common Stock, dividends, distributions and cash in respect of fractional shares may be issued and paid in accordance with this Article I to a person other than transferee if the person in whose name the applicable surrendered Share Certificate evidencing such shares of Target Common Stock is registered, it shall be a condition presented to the registration thereof that the surrendered Share be in proper form for transfer and that the person requesting such delivery of the Merger Consideration pay any and Exchange Agent, accompanied by all transfer and other similar Taxes documents required to be paid as a result of evidence and effect such registration in the name of a person other than the registered holder of such Share or establish transfer pursuant to Section 1.7(d) and by evidence that any applicable stock transfer taxes have been paid. Until so surrendered, each outstanding Certificate that, prior to the satisfaction Effective Time, represented shares of the Exchange Agent that such Taxes have been paid or are not payable. Until surrendered as contemplated by this Section 2.2(b), each Share shall Target Common Stock will be deemed at any time from and after the Effective Time Time, for all corporate purposes, to represent evidence only the right to receive shares of Acquiror Common Stock into which such shares of Target Common Stock shall have been so converted and an amount in cash in lieu of the Merger Consideration (and issuance of any amounts to be paid pursuant to fractional shares in accordance with Section 2.1(d) or Section 2.2(c)) upon such surrender. No interest shall be paid or shall accrue on or with respect to the Merger Consideration or on or with respect to any amount payable pursuant to Section 2.1(d) or Section 2.2(c)1.6.

Exchange Procedures. As soon as reasonably practicable after the Effective Time and in any event not later than the fourth business day following ------------------- the Effective Time, Parent the Surviving Corporation shall cause the Exchange Agent to mail to each holder of record of Shares as (other than holders of the Effective Time Excluded Shares) (i) a letter of transmittal (which shall specify specifying that delivery shall be effected, and that risk of loss and title to the Shares Certificates shall pass, only upon delivery of the Shares Certificates (or affidavits of loss in lieu thereof) to the Exchange Agent and which shall Agent, such letter of transmittal to be in such form and substance reasonably satisfactory to have such other provisions as Parent and the Company) Company may reasonably agree, and (ii) instructions for use in effecting the surrender of the Shares Certificates in exchange for (A) certificates representing whole shares of Parent Common Stock comprising the Merger Consideration, (or appropriate alternative arrangements made by Parent B) if uncertificated shares of Parent Common Stock will be issued)applicable, cash comprising the Merger Consideration, and (C) any unpaid dividends and other distributions and cash in lieu of any fractional shares of Parent Common Stock pursuant shares. Subject to Section 2.1(d) and any dividends or other distributions payable pursuant to Section 2.2(c4.2(g). Exchange of any Shares held in book entry form shall be effected in accordance with the Exchange Agent’s customary procedures with respect to securities held in book entry form. Upon , upon surrender of Shares a Certificate for cancellation to the Exchange Agent, Agent together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, and such other documents as may reasonably be required by the Exchange Agent or Parentexecuted, the holder of such Shares Certificate shall be entitled to receive in exchange therefor (x) a certificate representing that number of whole shares of Parent Common Stock (after taking into account all Shares surrendered by such holder) to which such holder is entitled pursuant to Section 2.1 (which shall be in uncertificated book entry form unless a physical certificate is affirmatively requested), payment by cash or check in lieu of fractional shares of Parent Common Stock which that such holder is entitled to receive pursuant to Section 2.1(dthis Article IV, (y) a check in the amount (after giving effect to any required tax withholdings) of (A) any cash comprising the Merger Consideration, plus (B) any cash in lieu of fractional shares, plus (C) any unpaid non-stock dividends and any other dividends or other distributions payable that such holder has the right to receive pursuant to Section 2.2(c)the provisions of this Article IV, and the Shares Certificate so surrendered shall forthwith be cancelled. No interest will be paid or accrued on any amount payable upon due surrender of the Certificates. In the event of a transfer of ownership of Shares that is not registered in the transfer records of the Company, a certificate representing the proper number of shares of Parent Common Stock, together with a check for any cash to be paid upon due surrender of the Certificate and any other dividends or distributions in respect thereof, may be issued and/or paid to such a transferee if the Certificate formerly representing such Shares is presented to the Exchange Agent, accompanied by all documents required to evidence and effect such transfer and to evidence that any applicable stock transfer taxes have been paid, in form and substance reasonably satisfactory to Parent and the Exchange Agent. If any portion check or any certificate for shares of the Merger Consideration Parent Common Stock is to be registered issued in the a name of a person other than that in which the person Certificate surrendered in whose name the applicable surrendered Share exchange therefor is registered, it shall be a condition to the registration thereof of such exchange that the surrendered Share be in proper form for transfer and that the person Person (as defined below) requesting such delivery exchange shall pay any transfer or other taxes required by reason of the Merger Consideration pay any and all transfer and other similar Taxes required to be paid as issuance of certificates for shares of Parent Common Stock in a result of such registration in the name of a person other than that of the registered holder of such Share the Certificate surrendered, or shall establish to the satisfaction of Parent and the Exchange Agent that such Taxes have tax has been paid or are is not payable. Until surrendered as contemplated by this Section 2.2(b), each Share shall be deemed at any time after the Effective Time to represent only the right to receive the Merger Consideration (and any amounts to be paid pursuant to Section 2.1(d) or Section 2.2(c)) upon such surrender. No interest shall be paid or shall accrue on or with respect to the Merger Consideration or on or with respect to any amount payable pursuant to Section 2.1(d) or Section 2.2(c)applicable.

Exchange Procedures. As soon as reasonably practicable after the Effective Time and in any event not later than the fourth business day following the Effective Time, Parent or the Surviving Corporation shall cause the Exchange Paying Agent to mail to each holder of record of a Certificate or Book-Entry Shares as of which immediately prior to the Effective Time represented outstanding shares of Seller Common Stock whose shares were converted pursuant to Section 3.1(c) into the right to receive the Merger Consideration, (i) a letter of transmittal (which shall specify that delivery shall be effected, and that risk of loss and title to the Shares Certificates or Book-Entry Shares, as applicable, shall pass, only upon delivery of the Certificates (or affidavits of loss in lieu thereof pursuant to Section 3.2(h) hereof) or Book-Entry Shares to the Exchange Paying Agent and which shall be in such form and substance reasonably satisfactory to have such other provisions as Parent and Seller may mutually agree or the Company) Paying Agent may reasonably specify), and (ii) instructions for use in effecting the surrender of the Certificates or Book-Entry Shares in exchange for certificates representing whole shares of Parent Common Stock (or appropriate alternative arrangements made by Parent if uncertificated shares of Parent Common Stock will be issued), cash in lieu of any fractional shares of Parent Common Stock pursuant to Section 2.1(d) and any dividends or other distributions payable pursuant to Section 2.2(c). Exchange of any Shares held in book entry form shall be effected in accordance with the Exchange Agent’s customary procedures with respect to securities held in book entry formMerger Consideration. Upon surrender of Shares a Certificate or Book-Entry Share, as applicable, for cancellation to the Exchange Paying Agent, together with such letter of transmittal, transmittal duly completed and validly executed in accordance with the instructions thereto, and such other documents as may reasonably be required by the Exchange Agent or Parentpursuant to such instructions, the holder of such Shares Certificate or such Book-Entry Share shall be entitled to receive in exchange therefor that number cash equal to the Merger Consideration payable in respect of whole the shares of Parent Seller Common Stock (after taking into account all Shares surrendered previously represented by such holder) to which Certificate or such holder is entitled pursuant to Section 2.1 (which Book-Entry Share, and the Certificate or Book-Entry Share so surrendered shall immediately be in uncertificated book entry form unless cancelled. In the event of a physical certificate is affirmatively requested), payment by cash or check in lieu transfer of fractional shares ownership of Parent Seller Common Stock which such holder is entitled to receive pursuant to Section 2.1(d) and any dividends or distributions payable pursuant to Section 2.2(c), and the Shares so surrendered shall forthwith be cancelled. If any portion of the Merger Consideration is to be not registered in the name transfer records of Seller, payment may be made to a person Person other than the person Person in whose name the applicable Certificate or Book-Entry Share so surrendered Share is registered, it shall be a condition if such Certificate or such Book-Entry Share is presented to the registration thereof that the surrendered Share be in proper form for Paying Agent, accompanied by all documents reasonably required to evidence and effect such transfer and by evidence that the person requesting such delivery of the Merger Consideration pay any and all applicable stock transfer and other similar Taxes required to be paid as a result of such registration in the name of a person other than the registered holder of such Share or establish to the satisfaction of the Exchange Agent that such Taxes taxes have been paid or are not payablepaid. Until surrendered as contemplated by this Section 2.2(b)3.2, each Share Certificate or Book-Entry Share, as applicable, shall be deemed at any time after the Effective Time to represent only the right to receive receive, upon such surrender the Merger Consideration (and any amounts to be paid pursuant to Section 2.1(d) or Section 2.2(c)) upon such surrenderConsideration. No interest shall be paid or shall accrue on any cash payable upon surrender of any Certificate or with respect to the Merger Consideration or on or with respect to any amount payable pursuant to Section 2.1(d) or Section 2.2(c)Book-Entry Share.

Exchange Procedures. As soon as reasonably practicable Promptly after the Effective Time and in any event not later than the fourth business day following the Effective Time, Parent the Transfer Agent shall cause the Exchange Agent to mail to each holder Registered Holder of record of Shares as of a Certificate whose shares were exchanged for the Effective Time right to receive the Exchange Consideration pursuant to Section 2.1, (i) a letter the Letter of transmittal (which shall specify that delivery shall be effected, and that risk of loss and title to the Shares shall pass, only upon delivery of the Shares to the Exchange Agent and which shall be in form and substance reasonably satisfactory to Parent and the Company) Transmittal and (ii) instructions for use in effecting surrendering the surrender of the Shares Certificates in exchange for certificates representing whole shares of Parent Common Stock (or appropriate alternative arrangements made by Parent if uncertificated shares of Parent Common Stock will be issued), cash in lieu of any fractional shares of Parent Common Stock pursuant to Section 2.1(d) and any dividends or other distributions payable pursuant to Section 2.2(c). Exchange of any Shares held in book entry form shall be effected in accordance with the Exchange Agent’s customary procedures with Consideration. The Letter of Transmittal will specify that (i) delivery of the Certificates and risk of loss and title to the Certificates shall pass only upon delivery of the Certificates to the Transfer Agent and (ii) upon return of the Letter of Transmittal and Certificates, the Registered Holder waives his rights of dissent under Section 3.1 hereof in respect of the Target Common Shares to securities held in book entry formwhich the Letter of Transmittal relates. Upon surrender of Shares a Certificate for cancellation to the Exchange Transfer Agent, together with such letter the Letter of transmittalTransmittal, duly completed and validly executed in accordance with the instructions theretoexecuted, and such other documents as may reasonably be required by the Exchange Agent or ParentTransfer Agent, the holder of such Shares Certificate shall be entitled to receive in exchange therefor the Cash Consideration, a certificate representing that number of whole shares of Parent Buyer Common Stock (after taking into account all Shares surrendered by that such holder) to which such holder is entitled pursuant to Section 2.1 (which shall be in uncertificated book entry form unless a physical certificate is affirmatively requested), payment by cash or check in lieu of fractional shares of Parent Common Stock which such holder is entitled Registered Holder has the right to receive pursuant to Section 2.1(d) and any the provisions of this Article 2 in respect of all of such Registered Holder's Target Common Shares, certain dividends or other distributions payable pursuant to in accordance with Section 2.2(c), and cash in lieu of any fractional share of Buyer Common Stock in accordance with Section 2.2(e), and the Shares Certificate so surrendered shall forthwith be cancelledcanceled. If any portion In the event of the Merger Consideration a transfer of ownership of Target Common Shares that is to be not registered in the name transfer records of Target, a person certificate representing the proper number of shares of Buyer Common Stock may be issued to a Person other than the person Registered Holder in whose name the applicable Certificate so surrendered Share is registered, it registered if such Certificate shall be a condition to the registration thereof that the surrendered Share properly endorsed or otherwise be in proper form for transfer transfer, satisfactory evidence is provided that such Person is the beneficial owner of such Target Common Shares and that the person Person requesting such delivery issuance shall pay any transfer or other taxes required by reason of the Merger Consideration pay any and all transfer and other similar Taxes required issuance of shares of Buyer Common Stock to be paid as a result of such registration in the name of a person Person other than the registered holder Registered Holder of such Share Certificate or establish to the satisfaction of the Exchange Agent Buyer that such Taxes have tax has been paid or are is not payableapplicable. Until surrendered as contemplated by this Section 2.2(b), each Share Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Exchange Consideration (and any amounts that the Registered Holder thereof has the right to be paid receive pursuant to Section 2.1(d) the provisions of this Article 2, certain dividends or other distributions in accordance with Section 2.2(c)) upon such surrender, and cash in lieu of any fractional share of Buyer Common Stock in accordance with Section 2.2(e). No interest shall be paid or shall will accrue on or with respect any cash payable to holders of Certificates pursuant to the Merger Consideration or on or with respect to any amount payable pursuant to Section 2.1(d) or Section 2.2(c)provisions of this Article 2.

Exchange Procedures. As soon as reasonably practicable after the Effective Time and in any event not later than the fourth business day following the Effective Time, Parent shall use its reasonable best efforts to cause the Exchange Agent to mail to each record holder of record of Shares as of a certificate or certificates which immediately prior to the Effective Time represented outstanding shares of Company Common Stock converted in the Merger (ithe "Certificates") a letter of transmittal (which shall be in customary form, shall specify that delivery shall be effected, and that risk of loss and title to the Shares Certificates shall pass, only upon actual delivery of the Shares Certificates to the Exchange Agent Agent, and which shall be in form and substance reasonably satisfactory to Parent and the Company) and (ii) contain instructions for use in effecting the surrender of the Shares Certificates in exchange for certificates representing whole shares of Parent Common Stock (or appropriate alternative arrangements made by Parent if uncertificated shares of Parent Common Stock will be issued), the Merger Consideration and cash in lieu of any fractional shares of Parent Common Stock pursuant to Section 2.1(d) and any dividends or other distributions payable pursuant to Section 2.2(cshares). Exchange of any Shares held in book entry form shall be effected in accordance with the Exchange Agent’s customary procedures with respect to securities held in book entry form. Upon surrender of Shares for cancellation to the Exchange AgentAgent of a Certificate, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, and such other documents as may reasonably be required by the Exchange Agent or Parentexecuted, the holder of such Shares Certificate shall be entitled to receive in exchange therefor either (i) the Cash Consideration, or (ii) a certificate representing that number of whole shares of Parent Common Stock (after taking into account all Shares which the shares represented by the surrendered by such holder) to which such holder is entitled Certificate shall have been converted at the Effective Time pursuant to Section 2.1 (which shall be in uncertificated book entry form unless a physical certificate is affirmatively requested)this Article I, payment by cash or check in lieu of any fractional shares of Parent Common Stock which such holder is entitled to receive pursuant to share in accordance with Section 2.1(d) 1.8 and any certain dividends or distributions payable pursuant to Section 2.2(c), and the Shares so surrendered shall forthwith be cancelled. If any portion of the Merger Consideration is to be registered in the name of a person other than the person in whose name the applicable surrendered Share is registered, it shall be a condition to the registration thereof that the surrendered Share be in proper form for transfer and that the person requesting such delivery of the Merger Consideration pay any and all transfer and other similar Taxes required to be paid as a result of such registration distributions in the name of a person other than the registered holder of such Share or establish to the satisfaction of the Exchange Agent that such Taxes have been paid or are not payableaccordance with Section 1.7. Until surrendered as contemplated by this Section 2.2(b)1.6 hereof, each Share Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration (and any amounts Consideration, which the holder thereof has the right to be paid receive in respect of such Certificate pursuant to the provisions of this Article 1, certain dividends or other distributions in accordance with Section 2.1(d) or 1.7 hereof and cash in lieu of any fractional share of Parent Common Stock in accordance with Section 2.2(c)) upon such surrender1.8 hereof. No interest shall be paid or shall will accrue on or with respect any cash payable to holders of Certificates pursuant to the Merger Consideration or on or with respect to any amount payable pursuant to Section 2.1(d) or Section 2.2(c)provisions of this Article 1.

Exchange Procedures. As soon (a) If the Issuer makes a valid Cash Election with respect to an Exchange, then in accordance with and subject to the terms set forth in the Vine Holdings LLC Agreement the Issuer shall deliver to Vine Holdings, and Vine Holdings shall deliver to the Investment Entity participating in such Exchange, in each case, as reasonably practicable after directed by the Effective Time recipient Party by wire transfer or ACH, the Cash Election Amount payable upon the Exchange. (b) If the Issuer does not make a valid Cash Election with respect to an Exchange, then in accordance with and subject to the terms set forth in any event not later than the fourth business day following Vine Holdings LLC Agreement Issuer shall issue and contribute to Vine Holdings, and Vine Holdings shall deliver to the Effective TimeInvestment Entity participating in such Exchange, Parent shall cause the Exchange Agent number of shares of Class A Common Stock issuable upon the Exchange. (c) Subject to mail to each holder of record of Shares as the terms set forth in the Vine Holdings LLC Agreement, the Issuer may adopt reasonable procedures for the implementation of the Effective Time (i) a letter exchange provisions set forth in this Article II, including, without limitation, procedures for the giving of transmittal (which shall specify that delivery shall be effected, notice of exchange and that risk of loss and title to the Shares shall pass, only upon delivery of the Shares to the Exchange Agent and which shall be in form and substance reasonably satisfactory to Parent and the Company) and (ii) instructions for use in effecting the surrender of Class B Units and shares of Class B Common Stock in the Shares event that the Class B Units or shares of Class B Common Stock are uncertificated. (d) Notwithstanding anything to the contrary herein, in accordance with Section 3.6(b) of the Vine Holdings LLC Agreement, the Issuer may in its sole discretion elect to settle any Exchange hereunder by delivering shares of Class A Common Stock or the applicable Cash Election Amount directly to an exchanging Investment Entity in exchange for certificates representing whole such Investment Entity’s delivery to the Issuer of the corresponding Class B Units (together with the same number of shares of Parent Class B Common Stock (or appropriate alternative arrangements made by Parent if uncertificated shares Stock). Any such transaction shall otherwise be effected on the terms and in the manner provided herein and shall constitute an “Exchange” for all purposes of Parent Common Stock will be issued), cash in lieu of any fractional shares of Parent Common Stock this Agreement. In the event the Issuer makes an election pursuant to Section 2.1(d) and any dividends or other distributions payable pursuant to Section 2.2(c). Exchange of any Shares held in book entry form shall be effected in accordance with the Exchange Agent’s customary procedures with respect to securities held in book entry form. Upon surrender of Shares for cancellation to the Exchange Agent, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, and such other documents as may reasonably be required by the Exchange Agent or Parent, the holder of such Shares shall be entitled to receive in exchange therefor that number of whole shares of Parent Common Stock (after taking into account all Shares surrendered by such holder) to which such holder is entitled pursuant to Section 2.1 (which shall be in uncertificated book entry form unless a physical certificate is affirmatively requested), payment by cash or check in lieu of fractional shares of Parent Common Stock which such holder is entitled to receive pursuant to Section 2.1(d) and any dividends or distributions payable pursuant to Section 2.2(c), and the Shares so surrendered shall forthwith be cancelled. If any portion of the Merger Consideration is to be registered in the name of a person other than the person in whose name the applicable surrendered Share is registered, it shall be a condition to the registration thereof that the surrendered Share be in proper form for transfer and that the person requesting such delivery of the Merger Consideration pay any and all transfer and other similar Taxes required to be paid as a result of such registration in the name of a person other than the registered holder of such Share or establish to the satisfaction of the Exchange Agent that such Taxes have been paid or are not payable. Until surrendered as contemplated by this Section 2.2(b), each Share shall be deemed at any time after the Effective Time to represent only the right to receive the Merger Consideration (and any amounts to be paid pursuant to Section 2.1(d2.2(d) or Section 2.2(c)) upon such surrender. No interest shall be paid or shall accrue on or with respect to the Merger Consideration or on or with respect to any amount payable pursuant specific Investment Entity, it shall make the same election with respect to Section 2.1(d) or Section 2.2(c)all other Investment Entities who are participating in concurrently occurring Exchanges.

Exchange Procedures. As soon as reasonably practicable Promptly after the Effective Time and in any event not later than the fourth business day following the Effective Time, Parent but no later than five Business Days after the Effective Date, Acquiror shall cause the Exchange Agent to mail be mailed to each holder of record of Shares as of a certificate or certificates (the "Certificates") that immediately prior to the Effective Time represented outstanding shares of Target Common Stock, whose shares were converted into the right to receive the Per Share Consideration pursuant to Section 1.7, (i) a letter of transmittal (which shall specify that delivery shall be effected, and that risk of loss and title to the Shares Certificates shall pass, only upon delivery receipt of the Shares to Certificates by the Exchange Agent Agent, and which shall be in such form and substance have such other provisions as Acquiror may reasonably satisfactory to Parent and the Companyspecify) and (ii) instructions for use in effecting the surrender of the Shares Certificates in exchange for cash and certificates representing whole shares of Parent Acquiror Common Stock (or appropriate alternative arrangements made by Parent if uncertificated shares of Parent Common Stock will be issued), cash in lieu of any fractional shares of Parent Common Stock pursuant to Section 2.1(d) and any dividends or other distributions payable pursuant to Section 2.2(c). Exchange of any Shares held in book entry form shall be effected in accordance with the Exchange Agent’s customary procedures with respect to securities held in book entry formStock. Upon surrender of Shares a Certificate for cancellation to the Exchange Agent, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, thereto and such other customary documents as may reasonably be required by the Exchange Agent or Parentpursuant to such instructions, the holder of such Shares Certificate shall be entitled to receive in exchange therefor that therefor, and Acquiror shall cause the Exchange Agent to promptly send to the holder, one or more certificates as requested by the holder (properly issued, executed and countersigned, as appropriate) representing the number of whole shares of Parent Acquiror Common Stock (after taking into account all Shares surrendered by and payment of cash that such holder) holder has the right to receive pursuant to Section 1.6 and any dividends or other distributions to which such holder is entitled pursuant to Section 2.1 (which shall be in uncertificated book entry form unless a physical certificate is affirmatively requested), payment by cash or check in lieu of fractional shares of Parent Common Stock which such holder is entitled to receive pursuant to Section 2.1(d) and any dividends or distributions payable pursuant to Section 2.2(c1.7(c), and the Shares Certificate so surrendered shall forthwith be cancelledcanceled. If any portion In the event of the Merger Consideration a transfer of ownership of shares of Target Common Stock which is to be not registered in the name transfer records of Target as of the Effective Time, shares of Acquiror Common Stock, dividends, distributions and cash may be issued and paid in accordance with this Article I to a person other than transferee if the person in whose name the applicable surrendered Share Certificate evidencing such shares of Target Common Stock is registered, it shall be a condition presented to the registration thereof that the surrendered Share be in proper form for transfer and that the person requesting such delivery of the Merger Consideration pay any and Exchange Agent, accompanied by all transfer and other similar Taxes documents required to be paid as a result of evidence and effect such registration in the name of a person other than the registered holder of such Share or establish transfer pursuant to Section 1.7(d) and by evidence that any applicable stock transfer taxes have been paid. Until so surrendered, each outstanding Certificate that, prior to the satisfaction Effective Time, represented shares of the Exchange Agent that such Taxes have been paid or are not payable. Until surrendered as contemplated by this Section 2.2(b), each Share shall Target Common Stock will be deemed at any time from and after the Effective Time Time, for all corporate purposes, to represent evidence only the right to receive the Merger Consideration (shares of Acquiror Common Stock into which such shares of Target Common Stock shall have been so converted and any amounts to be paid pursuant to an amount in cash in accordance with Section 2.1(d) or Section 2.2(c)) upon such surrender. No interest shall be paid or shall accrue on or with respect to the Merger Consideration or on or with respect to any amount payable pursuant to Section 2.1(d) or Section 2.2(c)1.6.

Exchange Procedures. As soon as reasonably practicable after the Effective Time and in any event not later than of the fourth business day following the Effective TimeMerger, Parent shall cause the Exchange Agent to shall mail to each holder of record of Shares as of Certificates immediately prior to the Effective Time of the Merger whose shares were converted into shares of Parent Common Stock pursuant to Section 2.01, (i) a letter of transmittal (which shall specify that delivery shall be effected, and that risk of loss and title to the Shares Certificates shall pass, only upon delivery of the Shares Certificates to the Exchange Agent Agent, and which shall be in such form and substance have such other provisions as Parent may reasonably satisfactory to Parent and the Companyspecify) and (ii) instructions for use in effecting the surrender of the Shares Certificates in exchange for certificates representing shares of Parent Common Stock. Upon surrender of a Certificate for cancellation to the Exchange Agent together with such letter of transmittal, duly executed, the holder of such Certificate shall be entitled to receive in exchange therefor a certificate representing that number of whole shares of Parent Common Stock which such holder has the right to receive in respect of the Certificate surrendered pursuant to the provisions of this Article II (after taking into account all shares of Company Common Stock (including Company Common Stock issued upon conversion of Series A Preferred Stock) then held by such holder), and the Certificate so surrendered shall forthwith be cancelled. In the event of a transfer of ownership of shares of Company Common Stock or appropriate alternative arrangements made by Parent if uncertificated Series A Preferred Stock which is not registered in the transfer records of the Company, a certificate representing the proper number of shares of Parent Common Stock will may be issued)issued to a transferee if the Certificate is presented to the Exchange Agent, accompanied by all documents required to evidence and effect such transfer and by evidence that any applicable stock transfer taxes have been paid. Until surrendered as contemplated by this Section 2.02 each Certificate shall be deemed at any time after the Effective Time of the Merger to represent only the Parent Common Stock into which the shares of Company Common Stock (including Company Common Stock issued upon conversion of Series A Preferred Stock) represented by such Certificate have been converted as provided in this Article II and the right to receive upon such surrender cash in lieu of any fractional shares of Parent Common Stock pursuant to Section 2.1(d) and any dividends or other distributions payable pursuant to Section 2.2(c). Exchange of any Shares held in book entry form shall be effected in accordance with the Exchange Agent’s customary procedures with respect to securities held in book entry form. Upon surrender of Shares for cancellation to the Exchange Agent, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, and such other documents as may reasonably be required by the Exchange Agent or Parent, the holder of such Shares shall be entitled to receive in exchange therefor that number of whole shares of Parent Common Stock (after taking into account all Shares surrendered by such holder) to which such holder is entitled pursuant to Section 2.1 (which shall be in uncertificated book entry form unless a physical certificate is affirmatively requested), payment by cash or check in lieu of fractional shares of Parent Common Stock which such holder is entitled to receive pursuant to Section 2.1(d) and any dividends or distributions payable pursuant to Section 2.2(c), and the Shares so surrendered shall forthwith be cancelled. If any portion of the Merger Consideration is to be registered in the name of a person other than the person in whose name the applicable surrendered Share is registered, it shall be a condition to the registration thereof that the surrendered Share be in proper form for transfer and that the person requesting such delivery of the Merger Consideration pay any and all transfer and other similar Taxes required to be paid as a result of such registration in the name of a person other than the registered holder of such Share or establish to the satisfaction of the Exchange Agent that such Taxes have been paid or are not payable. Until surrendered as contemplated by this Section 2.2(b), each Share shall be deemed at any time after the Effective Time to represent only the right to receive the Merger Consideration (and any amounts to be paid pursuant to Section 2.1(d) or Section 2.2(c)) upon such surrender. No interest shall be paid or shall accrue on or with respect to the Merger Consideration or on or with respect to any amount payable pursuant to Section 2.1(d) or Section 2.2(c)2.02.

Exchange Procedures. As soon as reasonably practicable after the Effective Time and in any event not later than the fourth business day following the Effective Time, Parent Teleglobe shall cause the Exchange Agent to mail to each holder of record of Shares as of the Effective Time a Certificate (i) a letter of transmittal (which shall specify that delivery shall be effected, and that risk of loss and title to the Shares Certificates shall pass, only upon due delivery of the Shares Certificates and other required documents to the Exchange Agent Agent, and which letter shall be in customary form and substance have such other provisions as Teleglobe may reasonably satisfactory to Parent and the Company) specify and (ii) instructions for use in effecting the surrender of the Shares such Certificates in exchange for certificates representing whole shares of Parent Common Stock (or appropriate alternative arrangements made by Parent if uncertificated shares of Parent Common Stock will be issued), cash in lieu of any fractional shares of Parent Common Stock pursuant to Section 2.1(d) and any dividends or other distributions payable pursuant to Section 2.2(c). Exchange of any Shares held in book entry form shall be effected in accordance with the Exchange Agent’s customary procedures with respect to securities held in book entry formapplicable Merger Consideration. Upon surrender of Shares for cancellation a Certificate to the Exchange Agent, Agent together with such letter of transmittal, duly executed and completed and validly executed in accordance with the instructions thereto, and such other documents as may reasonably be required by the Exchange Agent or ParentAgent, the holder of such Shares Certificate shall be entitled to receive in exchange therefor that (A) a certificate representing one or more Teleglobe Common Shares representing, in the aggregate, the whole number of whole shares of Parent Common Stock that such holder has the right to receive pursuant to Section 1.8(a) (after taking into account all Shares surrendered shares of Excel Common Stock then held by such holder) and (B) a check in the amount (after giving effect to any required tax withholdings) equal to the cash that such holder has the right to receive pursuant to the provisions of this Article II, including cash in lieu of any fractional Teleglobe Common Shares pursuant to Section 2.5 and any unpaid dividends and other distributions to which such holder is entitled pursuant to Section 2.1 (2.3, and the Certificate so surrendered shall forthwith be canceled. No interest will be paid or will accrue on any cash payable pursuant to Section 2.3 or Section 2.5. In the event of a transfer of ownership of Excel Common Stock which shall be is not registered in uncertificated book entry form unless the transfer records of Excel, one or more certificates evidencing, in the aggregate, the proper number of Teleglobe Common Shares and a physical certificate is affirmatively requested), payment by check in the proper amount of cash or check in lieu of any fractional shares of Parent Teleglobe Common Stock Shares pursuant to Section 2.5 and any dividends or other distributions to which such holder is entitled to receive pursuant to Section 2.1(d) and any dividends or distributions payable pursuant to Section 2.2(c), and the Shares so surrendered shall forthwith 2.3 may be cancelled. If any portion of the Merger Consideration is to be registered in the name of a person other than the person in whose name the applicable surrendered Share is registered, it shall be a condition to the registration thereof that the surrendered Share be in proper form for transfer and that the person requesting such delivery of the Merger Consideration pay any and all transfer and other similar Taxes required to be paid as a result of such registration in the name of a person other than the registered holder of such Share or establish to the satisfaction of the Exchange Agent that such Taxes have been paid or are not payable. Until surrendered as contemplated by this Section 2.2(b), each Share shall be deemed at any time after the Effective Time to represent only the right to receive the Merger Consideration (and any amounts to be paid pursuant to Section 2.1(d) or Section 2.2(c)) upon such surrender. No interest shall be paid or shall accrue on or issued with respect to such Excel Common Stock to such a transferee if the Merger Consideration or on or with respect Certificate representing such shares of Excel Common Stock is presented to the Exchange Agent, accompanied by all documents required to evidence and effect such transfer and the ownership of such shares of Excel Common Stock by such transferee and to evidence that any amount payable pursuant to Section 2.1(d) or Section 2.2(c)applicable stock transfer taxes have been paid.

Exchange Procedures. As soon as reasonably practicable Promptly after the Effective Time and in any event not later than the fourth business day following the Merger 1 Effective Time, Parent shall cause the Exchange Agent to mail to each holder of record of Shares (as of the Merger 1 Effective Time) of a certificate or certificates (the “Certificates”) which immediately prior to the Merger 1 Effective Time represented outstanding Shares of Company Common Stock or non-certificated Shares of Company Common Stock represented by book-entry (“Book-Entry Shares”) whose shares were converted into the right to receive the Merger Consideration pursuant to Section 1.6(a), cash in lieu of any fractional shares pursuant to Section 1.6(f) and any dividends or other distributions pursuant to Section 1.7(d): (i) a letter of transmittal (which shall specify that delivery shall be effected, and that risk of loss and title to the Certificates or Book-Entry Shares shall pass, only upon delivery of the Certificates or Book-Entry Shares to the Exchange Agent and which shall be in customary form and substance reasonably satisfactory to Parent and the Company) and (ii) instructions for use in effecting the surrender of the Certificates or Book-Entry Shares in exchange for certificates representing whole shares of Parent Common Stock (or appropriate alternative arrangements made by Parent Stock, CVRs and the cash, if uncertificated shares of Parent Common Stock will be issued)any, constituting the Merger Consideration, cash in lieu of any fractional shares of Parent Common Stock pursuant to Section 2.1(d1.6(f) and any dividends or other distributions payable pursuant to Section 2.2(c1.7(d). Exchange of any Shares held in book entry form shall be effected in accordance with the Exchange Agent’s customary procedures with respect to securities held in book entry form. Upon surrender of Certificates or Book-Entry Shares for cancellation to the Exchange Agent, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, thereto and such other documents as may reasonably be required by the Exchange Agent or ParentAgent, the holder of record of such Certificates or Book-Entry Shares shall be entitled to receive in exchange therefor that the number of whole shares of Parent Common Stock (after taking into account all Certificates and Book-Entry Shares surrendered by such holderholder of record) to which such holder is entitled pursuant to Section 2.1 1.6(a) (which shall which, at the election of Parent, may be in uncertificated book entry form unless a physical certificate is affirmatively requestedrequested by the holder of record or is otherwise required by applicable Legal Requirements or regulation), the portion of the cash, if any, constituting the Merger Consideration to which such holder is entitled pursuant to Section 1.6(a), the CVRs to which such holder is entitled pursuant to Section 1.6(a), the payment by cash or check in lieu of fractional shares of Parent Common Stock which such holder is entitled has the right to receive pursuant to Section 2.1(d1.6(f) and any dividends or distributions payable pursuant to Section 2.2(c1.7(d), and the Certificates and Book-Entry Shares so surrendered shall forthwith be cancelledcanceled. If any portion In the event of a transfer of ownership of Shares of Company Common Stock which is not registered in the transfer records of the Company, the Merger Consideration to which such holder is entitled pursuant to Section 1.6(a), the payment in lieu of fractional shares which such holder has the right to receive pursuant to Section 1.6(f) and any dividends or distributions payable pursuant to Section 1.7(d), may be registered in paid to a transferee if the name Certificates or Book-Entry Shares representing such shares of a person other than the person in whose name the applicable Company Common Stock are presented and surrendered Share is registered, it shall be a condition to the registration thereof that the surrendered Share be in proper form for transfer and that the person requesting such delivery of the Merger Consideration pay any and Exchange Agent, accompanied by all transfer and other similar Taxes documents required to evidence and effect such transfer, such other documents and guarantees as may be paid as a result of such registration in the name of a person other than the registered holder of such Share or establish to the satisfaction of required by the Exchange Agent and by evidence that such Taxes any applicable stock transfer taxes have been paid paid, and any such Certificates or are not payableBook-Entry Shares so presented and surrendered shall be forthwith canceled. Until surrendered as contemplated by this so surrendered, outstanding Certificates and Book-Entry Shares will be deemed from and after the Merger 1 Effective Time, for all corporate purposes, to evidence (i) the ownership of the number of full shares of Parent Common Stock into which such Shares of Company Common Stock shall have been so converted pursuant to Section 2.2(b1.6(a), each Share shall be deemed at any time after the Effective Time to represent only (ii) the right to receive the cash portion, if any, constituting the Merger Consideration (and any amounts to be paid which such holder is entitled pursuant to Section 2.1(d1.6(a), (iii) the CVRs to which such holder is entitled pursuant to Section 1.6(a), (iv) the right to receive an amount in cash in lieu of the issuance of any fractional shares in accordance with Section 1.6(f) and (v) any dividends or Section 2.2(c)) upon such surrender. No interest shall be paid or shall accrue on or with respect to the Merger Consideration or on or with respect to any amount distributions payable pursuant to Section 2.1(d) or Section 2.2(c1.7(d).

Exchange Procedures. As soon as reasonably practicable after the Effective Time and in any event not later than the fourth business day following the Effective Time, Parent shall cause the Exchange Agent to shall mail to each holder of record of Shares as of a Certificate or Certificates whose shares were converted pursuant to Section 2.1 into the Effective Time right to receive SmartForce ADSs (i) a letter of transmittal in customary form (which shall specify that delivery shall be effected, and that risk of loss and title to the Shares Certificates shall pass, only upon delivery of the Shares Certificates to the Exchange Agent and which shall be in form and substance reasonably satisfactory to Parent and the CompanyAgent) and (ii) instructions for use in effecting the surrender of the Shares Certificates in exchange for certificates representing whole shares of Parent Common Stock SmartForce ADRs evidencing SmartForce ADSs (or appropriate alternative arrangements made by Parent if uncertificated shares of Parent Common Stock will be issued), plus cash in lieu of any fractional shares of Parent Common Stock pursuant to Section 2.1(d) SmartForce ADSs, if any, and any dividends or other distributions payable pursuant to Section 2.2(cas provided below). Exchange of any Shares held in book entry form shall be effected in accordance with the Exchange Agent’s customary procedures with respect to securities held in book entry form. Upon surrender of Shares a Certificate for cancellation to the Exchange AgentAgent or to such other agent or agents as may be appointed by SmartForce, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions theretoexecuted, and such other documents as may reasonably be required by the Exchange Agent or ParentAgent, the holder of such Shares Certificate shall be entitled to receive in exchange therefor a SmartForce ADR representing that number of whole shares of Parent Common Stock (after taking into account all Shares surrendered by such holder) to SmartForce ADSs which such holder is entitled has the right to receive pursuant to the provisions of Section 2.1 (which shall be in uncertificated book entry form unless a physical certificate is affirmatively requested), payment by plus cash or check in lieu of fractional shares of Parent Common Stock which such holder is entitled to receive pursuant to Section 2.1(d2.2(c) and any dividends or distributions payable pursuant to Section 2.2(d), and the Certificate so surrendered shall immediately be cancelled. In the event of a valid transfer of ownership of SkillSoft Common Stock which is not registered in the transfer records of SkillSoft, a SmartForce ADR representing the proper number of SmartForce ADSs plus cash in lieu of fractional shares pursuant to Section 2.2(c), ) and the Shares so surrendered shall forthwith any dividends or distributions pursuant to Section 2.2(d) may be cancelled. If any portion of the Merger Consideration is issued or paid to be registered in the name of a person other than the person in whose name the applicable Certificate so surrendered Share is registered, it shall be a condition if such Certificate is presented to the registration thereof that the surrendered Share be 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 delivery of the Merger Consideration pay any and all applicable stock transfer and other similar Taxes required to be paid as a result of such registration in the name of a person other than the registered holder of such Share or establish to the satisfaction of the Exchange Agent that such Taxes taxes have been paid or are not payablepaid. Until surrendered as contemplated by this Section 2.2(b)2.2, each Share Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration (and any amounts to be paid SmartForce ADRs evidencing SmartForce ADSs plus cash in lieu of fractional shares pursuant to Section 2.1(d2.2(c) and any dividends or Section 2.2(c)) upon such surrender. No interest shall be paid or shall accrue on or with respect to the Merger Consideration or on or with respect to any amount payable distributions pursuant to Section 2.1(d2.2(d) or as contemplated by this Section 2.2(c)2.2.

Exchange Procedures. As soon as reasonably practicable after the Effective Time and in any event not later than the fourth business day following the Effective Time, Parent shall cause the Exchange Agent to shall mail to each holder of record of Shares as of a certificate or certificates which immediately prior to the Effective Time represented outstanding shares of the Company Common Stock (the "Certificates") whose shares were converted pursuant to Section 2.1 into the right to receive shares of Buyer Common Stock (i) a letter of transmittal (which shall specify that delivery shall be effected, and that risk of loss and title to the Shares Certificates shall pass, only upon delivery of the Shares Certificates to the Exchange Agent and which shall be in such form and substance have such other provisions as the Buyer may reasonably satisfactory to Parent and the Companyspecify) and (ii) instructions for use in effecting the surrender of the Shares Certificates in exchange for certificates representing whole shares of Parent Buyer Common Stock (or appropriate alternative arrangements made by Parent if uncertificated shares of Parent Common Stock will be issued), plus cash in lieu of any fractional shares shares, if any, of Parent Buyer Common Stock pursuant to Section 2.1(d) and any dividends or other distributions payable pursuant to Section 2.2(cas provided below). Exchange of any Shares held in book entry form shall be effected in accordance with the Exchange Agent’s customary procedures with respect to securities held in book entry form. Upon surrender of Shares a Certificate for cancellation to the Exchange AgentAgent or to such other agent or agents as may be appointed by the Buyer, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions theretoexecuted, and such other documents as may reasonably be required by the Exchange Agent or ParentAgent, the holder of such Shares Certificate shall be entitled to receive in exchange therefor a certificate representing that number of whole shares of Parent Buyer Common Stock (after taking into account all Shares surrendered by such holder) to which such holder is entitled has the right to receive pursuant to Section 2.1 (which shall be in uncertificated book entry form unless a physical certificate is affirmatively requested), payment by the provisions of this Article II plus cash or check in lieu of fractional shares of Parent Common Stock which such holder is entitled to receive pursuant to Section 2.1(d2.2(e) and any dividends or distributions payable pursuant to Section 2.2(c), and the Shares Certificate so surrendered shall forthwith immediately be cancelledcanceled. If any portion In the event of the Merger Consideration a transfer of ownership of Company Common Stock which is to be not registered in the name transfer records of the Company, a certificate representing the proper number of shares of Buyer Common Stock plus cash in lieu of fractional shares pursuant to Section 2.2(e) and any dividends or distributions pursuant to Section 2.2(c) may be issued and paid to a person other than the person in whose name the applicable surrendered Share Certificate so surrender is registered, it shall be a condition if such Certificate is presented to the registration thereof that the surrendered Share be 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 delivery of the Merger Consideration pay any and all applicable stock transfer and other similar Taxes required to be paid as a result of such registration in the name of a person other than the registered holder of such Share or establish to the satisfaction of the Exchange Agent that such Taxes taxes have been paid or are not payablepaid. Until surrendered as contemplated by this Section 2.2(b)2.2, each Share Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration (and any amounts to be paid certificate representing shares of Buyer Common Stock plus cash in lieu of fractional shares pursuant to Section 2.1(d2.2(e) and any dividends or Section 2.2(c)) upon such surrender. No interest shall be paid or shall accrue on or with respect to the Merger Consideration or on or with respect to any amount payable distributions pursuant to Section 2.1(d2.2(c) or as contemplated by this Section 2.2(c)2.2.

Exchange Procedures. As soon as reasonably practicable possible after the Effective Time and in any event not later than the fourth business day following the Effective Time, Parent and the Surviving Corporation shall cause the Exchange Agent to mail to each holder of record of a Certificate or Certificates or Book-Entry Shares as of that immediately prior to the Effective Time represented outstanding Shares (iother than Excluded Shares and Dissenting Shares) (A) a letter of transmittal in customary form reasonably acceptable to Parent (which shall specify that delivery shall be effected, and that risk of loss and title to the Certificates or Book-Entry Shares shall passpass to the Exchange Agent, only upon delivery of the Certificates (or affidavits of loss in lieu thereof) or Book-Entry Shares to the Exchange Agent Agent, and which letter shall be in such form and substance have such other provisions as Parent may reasonably satisfactory to Parent and the Companyspecify) and (iiB) instructions for use in effecting the surrender of the Certificates or Book-Entry Shares in exchange for certificates representing whole shares of Parent Common Stock (or appropriate alternative arrangements made by Parent if uncertificated shares of Parent Common Stock will be issued), cash in lieu of any fractional shares of Parent Common Stock pursuant to Section 2.1(d) and any dividends or other distributions payable pursuant to Section 2.2(c). Exchange of any Shares held in book entry form shall be effected in accordance with which the Exchange Agent’s customary procedures with respect to securities held in book entry formholder thereof is entitled. Upon surrender of any Certificate (or affidavits of loss in lieu thereof) or Book-Entry Shares for cancellation to the Exchange Agent, together with such letter of transmittal, duly executed and completed and validly executed in accordance with the instructions thereto, and such other documents as may reasonably be required by the Exchange Agent or ParentAgent, the holder of such Certificate or Book-Entry Shares shall be entitled to receive in exchange therefor that (A) the number of whole shares of Parent Common Stock (after taking into account all Certificates surrendered, and Book-Entry Shares surrendered held, by such holderholder of record) to which such holder is entitled pursuant to Section 2.1 2.1, (which shall be in uncertificated book entry form unless a physical certificate is affirmatively requested)B) the Cash Consideration such holders are entitled to receive pursuant to Section 2.1, payment by (C) the cash or check payable in lieu of fractional shares of Parent Common Stock which such holder is entitled to receive pursuant to Section 2.1(d2.2(j), and (D) and any dividends or distributions payable to which such holders are entitled pursuant to Section 2.2(c2.2(k), and the Certificate or Book-Entry Shares so surrendered shall forthwith be cancelledcanceled. If any portion In the event of the Merger Consideration a transfer of ownership of Shares that is to be not registered in the name transfer records of the Company, payment may be made to a person Person other than the person Person in whose name the applicable Certificate so surrendered Share is registered, it if such Certificate shall be a condition to the registration thereof that the surrendered Share properly endorsed or otherwise be in proper form for transfer and that the person Person requesting such delivery payment shall pay any transfer or other Taxes required by reason of the Merger Consideration pay any and all transfer and other similar Taxes required payment to be paid as a result of such registration in the name of a person Person other than the registered holder of such Share Certificate or establish to the satisfaction of the Exchange Agent Parent that such Taxes have Tax has been paid or are is not payable. Until surrendered as contemplated by this Section 2.2(b), each Share shall be deemed at any time after the Effective Time to represent only the right to receive the Merger Consideration (and any amounts to be paid pursuant to Section 2.1(d) or Section 2.2(c)) upon such surrenderapplicable. No interest shall be paid or shall accrue on or with respect to the Merger Consideration or on or with respect to any amount cash payable pursuant to this Section 2.1(d) or Section 2.2(c)2.2.

Exchange Procedures. As soon as reasonably practicable after the Effective Time and in any event not later than the fourth business day following the Effective Time, Parent shall cause the Exchange Agent to mail to each (a) Each holder of record of Shares as of the Effective Time (i) a letter of transmittal (which shall specify that delivery Company Capital Stock shall be effected, required to deliver a duly executed and that risk completed Letter of loss and title to the Shares shall pass, only upon delivery of the Shares Transmittal to the Exchange Agent and which in order to receive the Merger Consideration that such holder is entitled to receive pursuant to this Agreement. If the Company Capital Stock being exchanged for Merger Consideration is certificated, the corresponding Capital Stock Certificate shall be in form and substance reasonably satisfactory delivered to Parent and the Company) and (ii) instructions for use in effecting Exchange Agent together with the Letter of Transmittal. Upon surrender of such Letter of Transmittal (and if applicable, a Capital Stock Certificate) to the Shares Exchange Agent, and such other documents as may reasonably be required by the Exchange Agent, the holder of such shares of Company Capital Stock shall be entitled to receive in exchange for certificates representing whole therefor: (i) in the case of Company Common Stock, (A) one or more shares of Parent Common Stock (which shall be in uncertificated book-entry form unless a physical certificate is requested) representing, in the aggregate, the whole number of shares that such holder has the right to receive pursuant to Section 1.8(b) (after taking into account all shares of Company Capital Stock then held by such holder), and (B) one or appropriate alternative arrangements made by Parent if uncertificated more shares of Parent Common Stock will (which shall be issued)in uncertificated book-entry form unless a physical certificate is requested) representing, cash in the aggregate, the whole number of shares that such holder has the right to receive in lieu of any fractional shares of Parent Common Stock pursuant to Section 2.1(d2.4, (ii) and any dividends in the case of Series B Shares, one or other distributions payable pursuant to Section 2.2(c). Exchange of any Shares held in book entry form shall be effected in accordance with the Exchange Agent’s customary procedures with respect to securities held in book entry form. Upon surrender of Shares for cancellation to the Exchange Agent, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, and such other documents as may reasonably be required by the Exchange Agent or Parent, the holder of such Shares shall be entitled to receive in exchange therefor that number of whole more shares of Parent Common Stock (after taking into account all New Series B Shares surrendered by such holder) to which such holder is entitled pursuant to Section 2.1 (which shall be in uncertificated book book-entry form unless a physical certificate is affirmatively requested)) representing, payment by cash or check in lieu the aggregate, the whole number of fractional shares of Parent Common Stock which that such holder is entitled has the right to receive pursuant to Section 2.1(d1.8(c) (after taking into account all Series B Shares then held by such holder), (iii) in the case of Series D Shares, one or more shares of New Series D Shares (which shall be in uncertificated book-entry form unless a physical certificate is requested) representing, in the aggregate, the whole number of shares that such holder has the right to receive pursuant to Section 1.8(d) (after taking into account all Series D Shares then held by such holder) and (iv) in the case of Series E Shares, one or more shares of New Series E Shares (which shall be in uncertificated book-entry form unless a physical certificate is requested) representing, in the aggregate, the whole number of shares that such holder has the right to receive pursuant to Section 1.8(e) (after taking into account all Series E Shares then held by such holder). (b) No interest will be paid or will accrue on any dividends or distributions cash payable pursuant to Section 2.2(c2.2(d). (c) In the event of a transfer of ownership of a Capital Stock Certificate representing Company Capital Stock that is not registered in the stock transfer records of the Company, and the Shares so surrendered shall forthwith be cancelled. If any portion of the Merger Consideration is shall be issued or paid in exchange therefor to be registered in the name of a person Person other than the person Person in whose name the applicable Capital Stock Certificate so surrendered Share is registered, it shall be a condition to registered if the registration thereof that the surrendered Share be Capital Stock Certificate formerly representing such Company Capital Stock is properly endorsed or otherwise in proper form for transfer and that the person Person requesting such delivery of the Merger Consideration pay payment or issuance pays any and all transfer and or other similar Taxes required by reason of the payment or issuance to be paid as a result of such registration in the name of a person Person other than the registered holder of such Share the Capital Stock Certificate or establish establishes to the reasonable satisfaction of Parent that the Exchange Agent that such Taxes have Tax has been paid or are is not payable. Until surrendered as contemplated by this Section 2.2(b), each Share shall be deemed at any time after the Effective Time to represent only the right to receive the Merger Consideration (and any amounts to be paid pursuant to Section 2.1(d) or Section 2.2(c)) upon such surrender. No interest shall be paid or shall accrue on or with respect to the Merger Consideration or on or with respect to any amount payable pursuant to Section 2.1(d) or Section 2.2(c)applicable.

Exchange Procedures. As soon as reasonably practicable after the Effective Time and in any event not later than the fourth business day Promptly following the Effective Time, Parent and Merger Sub shall cause the Exchange Agent to mail to each holder of record of Shares (as of immediately prior to the Effective Time) of a certificate or certificates (the “Certificates”), which immediately prior to the Effective Time represented outstanding shares of Company Common Stock (i) a letter of transmittal in customary form (which shall specify that delivery shall be effected, and that risk of loss and title to the Shares Certificates shall pass, only upon delivery of the Shares Certificates to the Exchange Agent and which shall be in form and substance reasonably satisfactory to Parent and the Company) and (ii) instructions for use in effecting the surrender of the Shares Certificates in exchange for certificates representing whole shares of Parent Common Stock (or appropriate alternative arrangements made by Parent if uncertificated shares of Parent Common Stock will be issuedpursuant to Section 2.7(a), cash in lieu of any fractional shares of Parent Common Stock pursuant to Section 2.1(d2.7(e) and any dividends or other distributions payable pursuant to Section 2.2(c2.8(d). Exchange of any Shares held in book entry form shall be effected in accordance with the Exchange Agent’s customary procedures with respect to securities held in book entry form. Upon surrender of Shares Certificates for cancellation to the Exchange AgentAgent or to such other agent or agents as may be appointed by Parent, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, and such other documents as may reasonably be required by the Exchange Agent or Parent, the holder holders of such Shares Certificates shall be entitled to receive in exchange therefor that the number of whole shares of Parent Common Stock (after taking into account all Shares Certificates surrendered by such holderholder of record) to which such holder is entitled pursuant to Section 2.1 2.7(a) (which shall which, at the election of Parent, may be in uncertificated book entry form unless a physical certificate is affirmatively requestedrequested by the holder of record or is otherwise required by applicable law or regulation), payment by cash or check in lieu of fractional shares of Parent Common Stock which such holder is entitled has the right to receive pursuant to Section 2.1(d2.7(e) and any dividends or distributions payable pursuant to Section 2.2(c2.8(d), and the Shares Certificates so surrendered shall forthwith be cancelledcanceled. If any portion of the Merger Consideration is to be registered in the name of a person other than the person in whose name the applicable surrendered Share is registered, it The Exchange Agent shall be a condition to the registration thereof that the surrendered Share be in proper form for transfer accept such Certificates upon compliance with such reasonable terms and that the person requesting such delivery of the Merger Consideration pay any and all transfer and other similar Taxes required to be paid conditions as a result of such registration in the name of a person other than the registered holder of such Share or establish to the satisfaction of the Exchange Agent that such Taxes have been paid or are not payable. Until surrendered as contemplated by this Section 2.2(b), each Share shall be deemed at any time after the Effective Time may impose to represent only the right to receive the Merger Consideration (and any amounts to be paid pursuant to Section 2.1(d) or Section 2.2(c)) upon such surrendereffect an orderly exchange thereof in accordance with normal exchange practices. No interest shall be paid or accrued for the benefit of holders of the Certificates on the cash amounts payable upon the surrender of such Certificates pursuant to this Section 2.8. Until so surrendered, outstanding Certificates shall accrue on be deemed from and after the Effective Time, to evidence only the ownership of the number of full shares of Parent Common Stock into which such shares of Company Common Stock shall have been so converted and the right to receive an amount in cash in lieu of the issuance of any fractional shares in accordance with Section 2.7(e) and any dividends or with respect to the Merger Consideration or on or with respect to any amount distributions payable pursuant to Section 2.1(d) or Section 2.2(c2.8(d).

Exchange Procedures. As soon as reasonably practicable practical after the Effective Time Time, and in any event not later than the fourth within 5 business day following days after the Effective Time, Parent Delta shall cause the Exchange Agent to mail to each holder of record of Shares as of a certificate or certificates which immediately prior to the Effective Time represented outstanding shares of Northwest Common Stock (the “Certificates”), which at the Effective Time were converted into the right to receive the Merger Consideration pursuant to Section 2.1 hereof, (i) a letter of transmittal (which shall specify that delivery shall be effected, and that risk of loss and title to the Shares Certificates shall pass, only upon delivery of the Shares Certificates to the Exchange Agent and which shall be in form and substance reasonably satisfactory to Parent Delta and the CompanyNorthwest) and (ii) instructions for use in effecting the surrender of the Shares Certificates in exchange for certificates representing whole shares of Parent Delta Common Stock (or appropriate alternative arrangements made by Parent if uncertificated shares of Parent Common Stock will be issued)in book-entry form, cash in lieu of any fractional shares of Parent Common Stock pursuant to Section 2.1(d2.1(e) and any dividends or other distributions payable pursuant to Section 2.2(c). Exchange of any Shares held in book entry form shall be effected in accordance with the Exchange Agent’s customary procedures with respect to securities held in book entry form. Upon surrender of Shares Certificates for cancellation to the Exchange Agent, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, and such other documents as may reasonably be required by the Exchange Agent or ParentAgent, the holder of such Shares Certificates shall be entitled to receive in exchange therefor that number of whole shares of Parent Delta Common Stock (after taking into account all Shares Certificates surrendered by such holder) to which such holder is entitled pursuant to Section 2.1 (which shall be in uncertificated book book-entry form unless a physical certificate is affirmatively requestedform), payment by cash or check in lieu of fractional shares of Parent Common Stock which such holder is entitled to receive pursuant to Section 2.1(d2.1(e) and any dividends or distributions payable pursuant to Section 2.2(c), and the Shares Certificates so surrendered shall forthwith be cancelledcanceled. If any portion In the event of the Merger Consideration a transfer of ownership of shares of Northwest Common Stock which is to be not registered in the name transfer records of Northwest, the proper number of shares of Delta Common Stock in book-entry form may be issued to a person Person (as defined in Section 8.3(p)) other than the person Person in whose name the applicable Certificate so surrendered Share is registered, it if such Certificate shall be a condition to the registration thereof that the surrendered Share properly endorsed or otherwise be in proper form for transfer and that the person Person requesting such delivery issuance shall pay any transfer or other Taxes (as defined in Section 3.1(j)) required by reason of the Merger Consideration pay any and all transfer and other similar Taxes required issuance of shares of Delta Common Stock to be paid as a result of such registration in the name of a person Person other than the registered holder of such Share Certificate or establish to the reasonable satisfaction of the Exchange Agent Delta that such Taxes have Tax has been paid or are is not payableapplicable. Until surrendered as contemplated by this Section 2.2(b), each Share Certificate shall be deemed at any time after the Effective Time to represent only the right to receive the Merger Consideration (and any amounts to be paid pursuant to Section 2.1(d2.1(e) or Section 2.2(c)) upon such surrender. No interest shall be paid or shall accrue on or with respect to the Merger Consideration or on or with respect to any amount payable pursuant to Section 2.1(d2.1(e) or Section 2.2(c).

Exchange Procedures. As soon as reasonably practicable Promptly after the Effective Time and in any event not later than the fourth business day following the Effective Time, Parent the Surviving Corporation shall cause the Exchange Agent to mail to each holder of record of Shares as of the Effective Time a Certificate (i) a letter of transmittal (which shall specify that delivery shall be effected, and that risk of loss and title to the Shares Certificates shall pass, only upon proper delivery of the Shares Certificates to the Exchange Agent Agent, and which letter shall be in customary form and substance have such other provisions as Pfizer may reasonably satisfactory specify (such letter to Parent and be reasonably acceptable to Xxxxxx-Xxxxxxx prior to the CompanyEffective Time) and (ii) instructions for use in effecting the surrender of the Shares such Certificates in exchange for certificates representing whole shares of Parent Common Stock (or appropriate alternative arrangements made by Parent if uncertificated shares of Parent Common Stock will be issued), cash in lieu of any fractional shares of Parent Common Stock pursuant to Section 2.1(d) and any dividends or other distributions payable pursuant to Section 2.2(c). Exchange of any Shares held in book entry form shall be effected in accordance with the Exchange Agent’s customary procedures with respect to securities held in book entry formapplicable Merger Consideration. Upon surrender of Shares for cancellation a Certificate to the Exchange Agent, Agent together with such letter of transmittal, duly executed and completed and validly executed in accordance with the instructions thereto, and such other documents as may reasonably be required by the Exchange Agent or ParentAgent, the holder of such Shares Certificate shall be entitled to receive in exchange therefor that (A) one or more shares of Pfizer Common Stock (which shall be in uncertificated book-entry form unless a physical certificate is requested) representing, in the aggregate, the whole number of whole shares of Parent Common Stock that such holder has the right to receive pursuant to Section 1.8 (after taking into account all Shares surrendered shares of Xxxxxx-Xxxxxxx Common Stock then held by such holder) and (B) a check in the amount equal to the cash that such holder has the right to receive pursuant to the provisions of this Article II, including cash in lieu of any fractional shares of Pfizer Common Stock pursuant to Section 2.5 and dividends and other distributions pursuant to Section 2.3. No interest will be paid or will accrue on any cash payable pursuant to Section 2.3 or Section 2.5. In the event of a transfer of ownership of Xxxxxx-Xxxxxxx Common Stock which is not registered in the transfer records of Xxxxxx-Xxxxxxx, one or more shares of Pfizer Common Stock evidencing, in the aggregate, the proper number of shares of Pfizer Common Stock, a check in the proper amount of cash in lieu of any fractional shares of Pfizer Common Stock pursuant to Section 2.5 and any dividends or other distributions to which such holder is entitled pursuant to Section 2.1 (which shall 2.3, may be in uncertificated book entry form unless a physical certificate is affirmatively requested), payment by cash or check in lieu of fractional shares of Parent Common Stock which such holder is entitled to receive pursuant to Section 2.1(d) and any dividends or distributions payable pursuant to Section 2.2(c), and the Shares so surrendered shall forthwith be cancelled. If any portion of the Merger Consideration is to be registered in the name of a person other than the person in whose name the applicable surrendered Share is registered, it shall be a condition to the registration thereof that the surrendered Share be in proper form for transfer and that the person requesting such delivery of the Merger Consideration pay any and all transfer and other similar Taxes required to be paid as a result of such registration in the name of a person other than the registered holder of such Share or establish to the satisfaction of the Exchange Agent that such Taxes have been paid or are not payable. Until surrendered as contemplated by this Section 2.2(b), each Share shall be deemed at any time after the Effective Time to represent only the right to receive the Merger Consideration (and any amounts to be paid pursuant to Section 2.1(d) or Section 2.2(c)) upon such surrender. No interest shall be paid or shall accrue on or issued with respect to such Xxxxxx-Xxxxxxx Common Stock to such a transferee if the Merger Consideration or on or with respect Certificate representing such shares of Xxxxxx-Xxxxxxx Common Stock is presented to the Exchange Agent, accompanied by all documents required to evidence and effect such transfer and to evidence that any amount payable pursuant to Section 2.1(d) or Section 2.2(c)applicable stock transfer taxes have been paid.

Exchange Procedures. As soon as reasonably practicable after entry of the Effective Time EFH Confirmation Order (as defined below) and in any event not later than the fourth business day third (3rd) Business Day following the Effective Time, Parent shall cause the Exchange Agent to mail to each holder of record of Shares as of a Certificate or Book-Entry Share that immediately prior to the Effective Time represented outstanding Shares, (i) a letter of transmittal (which shall specify that delivery shall be effected, and that risk of loss and title to the such Certificates and Book-Entry Shares shall pass, only upon delivery of the Shares such Certificates or Book-Entry Shares, as applicable, to the Exchange Agent and which shall be in such form and substance reasonably satisfactory to have such other provisions as Parent and the CompanyCompany may reasonably specify) and (ii) instructions for use in effecting the surrender of the surrendering such Certificates or Book-Entry Shares in exchange for certificates representing whole shares of Parent Common Stock (or appropriate alternative arrangements made by Parent if uncertificated shares of Parent Common Stock will be issued), and cash in lieu of any fractional shares of Parent Common Stock pursuant to Section 2.1(d) and any dividends or other distributions payable pursuant to Section 2.2(c4.2(g). Exchange of any Shares held in book entry form shall be effected in accordance with the Exchange Agent’s customary procedures with respect to securities held in book entry form. Upon surrender of Shares a Certificate or Book-Entry Share for cancellation to the Exchange Agent, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, and such other documents as may reasonably be required by the Exchange Agent or ParentAgent, the holder of such Shares Certificate or Book-Entry Share shall be entitled to receive in exchange therefor (as promptly as possible but in any event within three (3) Business Days following such surrender) that number of whole shares of Parent Common Stock (after taking into account all Shares surrendered by such holder) to which such holder is entitled pursuant to Section 2.1 (which shall be in uncertificated book book-entry form through a direct registration system unless a physical certificate is affirmatively requested), payment by that such holder has the right to receive pursuant to the provisions of this Article IV and cash or check in lieu of any fractional shares share of Parent Common Stock which such holder is entitled to receive pursuant to in accordance with Section 2.1(d) and any dividends or distributions payable pursuant to Section 2.2(c4.2(g), and the Shares each Certificate or Book Entry Share so surrendered shall forthwith be cancelled. If any portion In the event of the Merger Consideration a transfer of ownership of Shares that is to be not registered in the name transfer records of the Company, the proper number of shares of Parent Common Stock may be issued to a person Person other than the person Person in whose name the applicable Certificate or Book-Entry Share so surrendered is registered if such Certificate or Book-Entry Share is registered, it shall be a condition to the registration thereof that the surrendered Share properly endorsed or otherwise be in proper form for transfer and that the person Person requesting such delivery issuance shall pay any transfer or other taxes required by reason of the Merger Consideration pay any and all transfer and other similar Taxes required issuance of shares of Parent Common Stock to be paid as a result of such registration in the name of a person Person other than the registered holder of such Certificate or Book-Entry Share or establish to the reasonable satisfaction of the Exchange Agent Parent that such Taxes have tax has been paid or are is not payableapplicable. Until surrendered as contemplated by this Section 2.2(b4.2(b), each Certificate and 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 (and any amounts applicable thereto, which the holder thereof has the right to be paid receive in respect of such Certificate or Book-Entry Share pursuant to the provisions of this Agreement, including, for the avoidance of doubt, cash in lieu of any fractional share of Parent Common Stock payable as part of the Merger Consideration applicable thereto, in accordance with Section 2.1(d) 4.2(g), together with any unpaid dividends or distributions thereon with a record date on or after the Effective Time payable at such time in accordance with Section 2.2(c4.2(k)) upon such surrender. No interest shall be paid or shall will accrue on or with respect to the Merger Consideration or on any cash payable to holders of Certificates or Book-Entry Shares pursuant to the provisions of this Article IV. The portion of the Merger Consideration receivable by any holder of a Certificate or Book-Entry Shares shall be aggregated with respect to any amount payable pursuant all Shares held by such holder immediately prior to Section 2.1(d) or Section 2.2(c)the Effective Time, and following such aggregation, the Exchange Agent shall determine the number of whole and fractional shares of Parent Common Stock to which such holder is entitled for purposes of this Article IV.

Exchange Procedures. As soon as reasonably practicable after the Effective Time and in any event not later than the fourth business day following the Effective Time, Parent Monsanto shall cause the Exchange Agent to mail to each holder of record of Shares as of the Effective Time a Certificate (i) a letter of transmittal (which shall specify that delivery shall be effected, and that risk of loss and title to the Shares Certificates shall pass, only upon delivery of the Shares Certificates to the Exchange Agent Agent, and which letter shall be in customary form and substance have such other provisions as Monsanto may reasonably satisfactory to Parent and the Company) specify and (ii) instructions for use in effecting the surrender of the Shares such Certificates in exchange for the certificates representing whole shares of Parent Common Stock (or appropriate alternative arrangements made by Parent if uncertificated shares of Parent Common Stock will be issued), cash in lieu of any fractional shares of Parent Common Stock pursuant to Section 2.1(d) and any dividends or other distributions payable pursuant to Section 2.2(c). Exchange of any Shares held in book entry form shall be effected in accordance with the Exchange Agent’s customary procedures with respect to securities held in book entry formapplicable Merger Consideration. Upon surrender of Shares for cancellation a Certificate to the Exchange Agent, Agent together with such letter of transmittal, duly executed and completed and validly executed in accordance with the instructions thereto, and such other documents as may reasonably be required by the Exchange Agent or ParentAgent, the holder of such Shares Certificate shall be entitled to receive in exchange therefor that (i) in the case of holders of Common Certificates (A) certificates representing one or more shares of Monsanto Common Stock (which shall be in uncertificated book-entry form unless a physical certificate is requested) representing, in the aggregate, the whole number of whole shares into which such holder's shares of Parent PNU Common Stock have been converted pursuant to Section 1.8 (after taking into account all Shares surrendered shares of PNU Common Stock then held by such holder), and (B) a check in the amount equal to the cash that such holder has the right to receive pursuant to the provisions of this Article II, including cash in lieu of any fractional shares of Monsanto Common Stock pursuant to Section 2.5 and dividends and other distributions pursuant to Section 2.3 and (ii) in the case of holders of Preferred Certificates (A) certificates representing one or more shares of Monsanto Convertible Preferred Stock (which shall be in uncertificated book-entry form unless a physical certificate is requested) representing, in the aggregate, the number of shares into which such holder's shares of PNU Convertible Preferred Stock have been converted pursuant to Section 1.8 and (B) a check in the amount equal to the cash that such holder has the right to receive pursuant to the provisions of this Article II, including dividends and other distributions pursuant to Section 2.3. No interest will be paid or will accrue on any cash payable pursuant to Section 2.3 or Section 2.5. In the event of a transfer of ownership of PNU Common Stock or PNU Convertible Preferred Stock which is not registered in the transfer records of PNU, one or more shares of Monsanto Common Stock or Monsanto Convertible Preferred Stock, as the case may be, evidencing, in the aggregate, the proper number of shares of Monsanto Common Stock or Monsanto Convertible Preferred Stock, as the case may be, a check in the proper amount of cash in lieu of any fractional shares of Monsanto Common Stock pursuant to Section 2.5 and any dividends or other distributions to which such holder is entitled pursuant to Section 2.1 (which shall 2.3, may be in uncertificated book entry form unless a physical certificate is affirmatively requested), payment by cash or check in lieu of fractional shares of Parent Common Stock which such holder is entitled to receive pursuant to Section 2.1(d) and any dividends or distributions payable pursuant to Section 2.2(c), and the Shares so surrendered shall forthwith be cancelled. If any portion of the Merger Consideration is to be registered in the name of a person other than the person in whose name the applicable surrendered Share is registered, it shall be a condition to the registration thereof that the surrendered Share be in proper form for transfer and that the person requesting such delivery of the Merger Consideration pay any and all transfer and other similar Taxes required to be paid as a result of such registration in the name of a person other than the registered holder of such Share or establish to the satisfaction of the Exchange Agent that such Taxes have been paid or are not payable. Until surrendered as contemplated by this Section 2.2(b), each Share shall be deemed at any time after the Effective Time to represent only the right to receive the Merger Consideration (and any amounts to be paid pursuant to Section 2.1(d) or Section 2.2(c)) upon such surrender. No interest shall be paid or shall accrue on or issued with respect to such PNU Common Stock or PNU Convertible Preferred Stock, as the Merger Consideration or on or with respect case may be, to such a transferee if the Certificate which formerly represented such shares is presented to the Exchange Agent, accompanied by all documents required to evidence and effect such transfer and to evidence that any amount payable pursuant to Section 2.1(d) or Section 2.2(c)applicable stock transfer taxes have been paid.

Exchange Procedures. As soon as reasonably practicable after the Effective Time and in any event not later than the fourth business day following the Effective Time, Parent the Surviving Corporation shall cause the Exchange Agent to mail to each holder of record of Shares as of a certificate or certificates which immediately prior to the Effective Time represented outstanding Shares (the "CERTIFICATES") whose shares were converted pursuant to Section 2.1(b) into Parent Common Stock (i) a letter of transmittal (which shall specify that delivery shall be effectedeffective, and that risk of loss and title to the Shares Certificates shall pass, only upon delivery of the Shares Certificates to the Exchange Agent Agent, and which letter shall be in customary form and substance reasonably satisfactory to have such other provisions as Parent and the Company) Company may reasonably specify; and (ii) instructions for use in effecting the surrender of the Shares such Certificates in exchange for certificates representing whole shares of Parent Common Stock (or appropriate alternative arrangements made by Parent if uncertificated shares of Parent Common Stock will be issued), cash in lieu of any fractional shares of Parent Common Stock pursuant to Section 2.1(d) and any dividends or other distributions payable pursuant to Section 2.2(c). Exchange of any Shares held in book entry form shall be effected in accordance with the Exchange Agent’s customary procedures with respect to securities held in book entry formShare Consideration. Upon surrender of Shares for cancellation a Certificate to the Exchange Agent, Agent together with such letter of transmittal, duly executed and completed and validly executed in accordance with the instructions thereto, and such other documents as may reasonably be required by the Exchange Agent or ParentAgent, the holder of such Shares Certificate shall be entitled to receive in exchange therefor (A) a certificate or certificates representing that number of whole shares of Parent Common Stock representing, in the aggregate, the whole number of shares that such holder has the right to receive pursuant to Section 2.1 and (after taking into account all Shares B) a check in the amount equal to the cash that such holder has the right to receive pursuant to the provisions of this Article II, including cash in lieu of any dividends and other distributions made in accordance with Section 2.5 and cash in lieu of fractional shares pursuant to Section 2.7 and the Certificate so surrendered by such holder) shall forthwith be cancelled. No interest will be paid or will accrue on any cash payable pursuant to Section 2.5 or Section 2.7. In the event of a transfer of ownership of Company Common Stock which is not registered in the transfer records of the Company, certificates evidencing, in the aggregate, the proper number of shares of Parent Common Stock, a check in the proper amount of cash in lieu of any fractional shares of Parent Common Stock pursuant to Section 2.7 and any dividends or other distributions to which such holder is entitled pursuant to Section 2.1 (which shall 2.5, may be in uncertificated book entry form unless issued with respect to such Shares to such a physical certificate transferee if the Certificate representing such Shares is affirmatively requested), payment by cash or check in lieu of fractional shares of Parent Common Stock which such holder is entitled to receive pursuant to Section 2.1(d) and any dividends or distributions payable pursuant to Section 2.2(c), and the Shares so surrendered shall forthwith be cancelled. If any portion of the Merger Consideration is to be registered in the name of a person other than the person in whose name the applicable surrendered Share is registered, it shall be a condition presented to the registration thereof that the surrendered Share be in proper form for Exchange Agent, accompanied by all documents required to evidence and effect such transfer and to evidence that the person requesting such delivery of the Merger Consideration pay any and all applicable stock transfer and other similar Taxes required to be paid as a result of such registration in the name of a person other than the registered holder of such Share or establish to the satisfaction of the Exchange Agent that such Taxes have been paid or are not payable. Until surrendered as contemplated by this Section 2.2(b), each Share shall be deemed at any time after the Effective Time to represent only the right to receive the Merger Consideration (and any amounts to be paid pursuant to Section 2.1(d) or Section 2.2(c)) upon such surrender. No interest shall be paid or shall accrue on or with respect to the Merger Consideration or on or with respect to any amount payable pursuant to Section 2.1(d) or Section 2.2(c)paid.

Exchange Procedures. As (i) Xxxxxxxxx shall instruct the Exchange Agent to, as soon as reasonably practicable after the Effective Time and Time, but in any no event not later more than the fourth business day three (3) Business Days following the Effective Time, Parent shall cause the Exchange Agent to mail to each holder of record of Shares as of a certificate (a Certificate) or book-entry share (a Book-Entry Share) that immediately prior to the Effective Time represented outstanding shares of Janus Common Stock, whose shares were converted into the right to receive the Merger Consideration, (iA) a letter of transmittal (which shall specify that delivery shall be effected, and that risk of loss and title to the Shares Certificates shall pass, only upon delivery of the Certificates (or affidavits of loss in lieu thereof) or Book-Entry Shares to the Exchange Agent Agent, and which shall be in such form and substance reasonably satisfactory have such other provisions as Xxxxxxxxx and Xxxxx agree prior to Parent and the CompanyEffective Time) and (iiB) instructions for use in effecting the surrender of the Certificates (or affidavits of loss in lieu thereof) or Book-Entry Shares in exchange for certificates representing whole shares the Merger Consideration, including any amount payable in respect of Parent Common Stock (or appropriate alternative arrangements made by Parent if uncertificated shares of Parent Common Stock will be issued), cash in lieu of any fractional shares of Parent Common Stock pursuant to in accordance with Section 2.1(d3.2(e) and any dividends or other distributions payable pursuant to Section 2.2(c). Exchange of any on Xxxxxxxxx Ordinary Shares held in book entry form shall be effected in accordance with the Exchange Agent’s customary procedures with respect to securities held in book entry formSection 3.2(c). Upon surrender of Shares a Certificate (or affidavit of loss in lieu thereof) or Book-Entry Share, as applicable, for cancellation to the Exchange AgentAgent or to such other agent or agents as may be appointed by Xxxxxxxxx, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, and such other documents as may reasonably be required by the Exchange Agent or ParentAgent, the holder of such Shares Certificate or Book-Entry Share shall be entitled to receive in exchange therefor that number of whole shares of Parent Common Stock (after taking into account all Shares surrendered by such holder) to which such holder is entitled pursuant to Section 2.1 the Merger Consideration (which shall be in uncertificated book entry form unless a physical certificate is affirmatively requested), payment by include cash or check in lieu of fractional shares of Parent Common Stock which as provided in Section 3.2(e)) that such holder is entitled has the right to receive pursuant to Section 2.1(d) the provisions of this ARTICLE III and any amounts that such holder has the right to receive in respect of dividends or other distributions payable pursuant on Xxxxxxxxx Ordinary Shares in accordance with Section 3.2(c). Xxxxxxxxx shall instruct the Exchange Agent to Section 2.2(c)mail such amounts to such holders within three (3) Business Days following the Exchange Agent’s receipt of such Certificate (or affidavit of loss in lieu thereof) or Book-Entry Share, and the Shares Certificate or Book-Entry Share so surrendered shall forthwith be cancelled. If any portion of the Merger Consideration is to be registered in the name of or, if applicable, paid to a person other than the person in whose name the applicable surrendered Certificate or Book-Entry Share is registered, it shall be a condition to the registration thereof and, if applicable, payment of such Merger Consideration that the surrendered Share Certificate shall be properly endorsed or otherwise be in proper form for transfer and that the person requesting such delivery of the Merger Consideration shall pay to the Exchange Agent any and all transfer and or other similar Taxes required to be paid as a result by reason of such registration in the name of a person other than the registered holder of such Certificate or Book-Entry Share or establish to the reasonable satisfaction of the Exchange Agent that such Taxes have Tax has been paid or are is not payable. applicable. (ii) Until surrendered as contemplated by this Section 2.2(b)3.2, each Certificate or Book-Entry Share shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration (and any amounts that such holder has the right to be paid pursuant to receive in respect of dividends or other distributions on Xxxxxxxxx Ordinary Shares in accordance with Section 2.1(d) or Section 2.2(c3.2(c)) upon such surrender. No interest shall be paid or shall accrue for the benefit of holders of Certificates or Book-Entry Shares on or with respect to the Merger Consideration payable upon the surrender of Certificates or on or with respect to any amount payable pursuant to Section 2.1(d) or Section 2.2(c)Book-Entry Shares.

Exchange Procedures. As soon as reasonably practicable (a) At the Effective Time of the Merger, GBB shall deposit with the Exchange Agent for the benefit of the holders of shares of SJNB Stock, for exchange in accordance with this Section 2.5 through the Exchange Agent, certificates representing the shares of GBB Stock issuable pursuant to Section 2.2 in exchange for shares of SJNB Stock outstanding immediately prior to the Effective Time of the Merger, and funds in an amount not less than the amount of cash payable in lieu of fractional shares of GBB Stock pursuant to Section 2.4 of this Agreement (collectively, the "Exchange Fund"). (b) GBB shall direct the Exchange Agent to mail, promptly after the Effective Time and in any event not later than of the fourth business day following the Effective TimeMerger, Parent shall cause the Exchange Agent to mail to each holder of record of Shares as of a certificate or certificates which immediately prior to the Effective Time of the Merger represented outstanding shares of SJNB Stock (the "Certificates") whose shares were converted into the right to receive shares of GBB Stock pursuant to Section 2.2 hereof, (i) a letter of transmittal (which shall specify that delivery shall be effected, and that risk of loss and title to the Shares Certificates shall pass, only upon delivery of the Shares Certificates to the Exchange Agent and which shall be in such form and substance have such other provisions as GBB and SJNB may reasonably satisfactory to Parent and the Company) specify), and (ii) instructions for use in effecting the surrender of the Shares Certificates in exchange for certificates representing whole shares of Parent Common Stock (or appropriate alternative arrangements made by Parent if uncertificated shares GBB Stock, both of Parent Common Stock will be issued), cash in lieu of any fractional shares of Parent Common Stock pursuant to Section 2.1(d) and any dividends or other distributions payable pursuant to Section 2.2(c). Exchange of any Shares held in book entry form which shall be effected in accordance with the Exchange Agent’s customary procedures with respect reasonably satisfactory to securities held in book entry formSJNB. Upon surrender of Shares a Certificate for cancellation to the Exchange AgentAgent or to such other agent or agents as may be appointed by GBB, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, and such other documents as may reasonably be required by the Exchange Agent or Parentexecuted, the holder of such Shares Certificate shall be entitled to receive in exchange therefor a certificate representing that number of whole shares of Parent Common GBB Stock (after taking into account all Shares surrendered by such holder) to which such holder is entitled pursuant to Section 2.1 (which shall be in uncertificated book entry form unless a physical certificate is affirmatively requested), payment by and cash or check in lieu of fractional shares of Parent Common Stock which such holder is entitled has the right to receive pursuant to Section 2.1(d) Sections 2.2 and any dividends or distributions payable pursuant to Section 2.2(c)2.4 hereof, and the Shares Certificate so surrendered shall forthwith be cancelledcanceled. If any portion In the event a certificate is surrendered representing SJNB Stock, the transfer of the Merger Consideration ownership of which is to be not registered in the name transfer records of SJNB, a person other than certificate representing the person in whose name proper number of shares of GBB Stock may be issued to a transferee if the applicable surrendered Share Certificate representing such SJNB Stock is registered, it shall be a condition presented to the registration thereof that the surrendered Share be 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 delivery of the Merger Consideration pay any and all applicable stock transfer and other similar Taxes required to be paid as a result of such registration in the name of a person other than the registered holder of such Share or establish to the satisfaction of the Exchange Agent that such Taxes taxes have been paid or are not payablepaid. Until surrendered as contemplated by this Section 2.2(b)2.5, each Share 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 certificate representing shares of GBB Stock and cash in lieu of any fractional shares of stock as contemplated by this Section 2.5. Notwithstanding anything to the contrary set forth herein, if any holder of shares of SJNB should be unable to surrender the Certificates for such shares, because they have been lost or destroyed, such holder may deliver in lieu thereof a bond in form and substance and with surety reasonably satisfactory to GBB and shall be entitled to receive the certificate representing the proper number of shares of GBB Stock and cash in lieu of fractional shares in accordance with Sections 2.2 and 2.4 hereof. (c) No dividends or other distributions declared or made with respect to GBB Stock which are declared payable to shareholders of record of GBB Stock after the Effective Time of the Merger Consideration shall be paid to the holder of any unsurrendered Certificate with respect to the shares of GBB Stock represented thereby and no cash payment in lieu of fractional shares shall be paid to any such holder pursuant to Section 2.4 until the holder of record of such Certificate shall surrender such Certificate. Subject to the effect of applicable laws, following surrender of any such Certificate, there shall be paid to the record holder of the certificates representing whole shares of GBB Common Stock issued in exchange thereof, without interest, (i) at the time of such surrender, the amount of any cash payable in lieu of a fractional share of GBB Stock to which such holder is entitled pursuant to Section 2.4 and the amount of dividends or other distributions with a record date after the Effective Time of the Merger theretofore paid with respect to such whole shares of GBB Stock, and (ii) at the appropriate payment date, the amount of dividends or other distributions with a record date after the Effective Time of the Merger but prior to surrender and a payment date subsequent to surrender payable with respect to such whole shares of GBB Stock. (d) All shares of GBB Stock issued upon the surrender for exchange of SJNB Stock in accordance with the terms hereof (including any amounts to be cash paid pursuant to Section 2.1(d2.4) shall be deemed to have been issued in full satisfaction of all rights pertaining to such shares of SJNB Stock, and there shall be no further registration of transfers on the stock transfer books of the Surviving Corporation of the shares of SJNB Stock which were outstanding immediately prior to the Effective Time of the Merger. If, after the Effective Time of the Merger, Certificates are presented to GBB for any reason, they shall be canceled and exchanged as provided in this Agreement. (e) Any portion of the Exchange Fund which remains undistributed to the shareholders of SJNB following the passage of six months after the Effective Time of the Merger shall be delivered to GBB, upon demand, and any shareholders of SJNB who have not theretofore complied with this Section 2.5 shall thereafter look only to GBB for payment of their claim for GBB Stock, any cash in lieu of fractional shares of GBB Stock and any dividends or distributions with respect to GBB Stock. (f) Neither GBB nor SJNB shall be liable to any holder of shares of SJNB Stock for such shares (or dividends or distributions with respect thereto) or Section 2.2(c)cash from the Exchange Fund delivered to a public official pursuant to any applicable abandoned property, escheat or similar law. (g) upon such surrender. No interest The Exchange Agent shall not be paid entitled to vote or shall accrue on or exercise any rights of ownership with respect to the Merger Consideration shares of GBB Stock held by it from time to time hereunder, except that it shall receive and hold all dividends or on other distributions paid or distributed with respect to such shares of GBB Stock for the account of the Persons entitled thereto. (h) Certificates surrendered for exchange by any amount payable pursuant to Person constituting an "Affiliate" of SJNB for purposes of Rule 145(c) under the Securities Act shall not be exchanged for certificates representing whole shares of GBB Stock until GBB has received a written agreement from such person as provided in Section 2.1(d) or Section 2.2(c)6.9.

Exchange Procedures. As soon as reasonably practicable Promptly after the Effective Time and in any event not later than the fourth business day following the Effective Time, Parent the Surviving Corporation shall cause the Exchange Agent to mail to each holder of record of Shares as of the Effective Time a Certificate (i) a letter of transmittal (which shall specify that delivery shall be effected, and that risk of loss and title to the Shares Certificates shall pass, only upon proper delivery of the Shares Certificates to the Exchange Agent Agent, and which letter shall be in customary form and substance have such other provisions as SPSS may reasonably satisfactory specify (such letter to Parent and be reasonably acceptable to ShowCase prior to the CompanyEffective Time) and (ii) instructions for use in effecting the surrender of the Shares such Certificates in exchange for certificates representing whole shares of Parent Common Stock (or appropriate alternative arrangements made by Parent if uncertificated shares of Parent Common Stock will be issued), cash in lieu of any fractional shares of Parent Common Stock pursuant to Section 2.1(d) and any dividends or other distributions payable pursuant to Section 2.2(c). Exchange of any Shares held in book entry form shall be effected in accordance with the Exchange Agent’s customary procedures with respect to securities held in book entry formapplicable Merger Consideration. Upon surrender of Shares for cancellation a Certificate to the Exchange Agent, Agent together with such letter of transmittal, duly executed and completed and validly executed in accordance with the instructions thereto, and such other documents as may reasonably be required by the Exchange Agent or ParentAgent, the holder of such Shares Certificate shall be entitled to receive in exchange therefor that (A) one or more shares of SPSS Common Stock (which shall be in uncertificated book-entry form unless a physical certificate is requested) representing, in the aggregate, the whole number of whole shares of Parent Common Stock that such holder has the right to receive pursuant to Section 1.8 (after taking into account all Shares surrendered shares of ShowCase Common Stock then held by such holder) and (B) a check in the amount equal to the cash that such holder has the right to receive pursuant to the provisions of this Article II, including cash in lieu of any fractional shares of SPSS Common Stock pursuant to Section 2.5 and dividends and other distributions pursuant to Section 2.3. No interest will be paid or will accrue on any cash payable pursuant to Section 2.3 or Section 2.5. In the event of a transfer of ownership of ShowCase Common Stock which is not registered in the transfer records of ShowCase, one or more shares of SPSS Common Stock evidencing, in the aggregate, the proper number of shares of SPSS Common Stock, a check in the proper amount of cash in lieu of any fractional shares of SPSS Common Stock pursuant to Section 2.5 and any dividends or other distributions to which such holder is entitled pursuant to Section 2.1 (which shall 2.3, may be in uncertificated book entry form unless a physical certificate is affirmatively requested), payment by cash or check in lieu of fractional shares of Parent Common Stock which such holder is entitled to receive pursuant to Section 2.1(d) and any dividends or distributions payable pursuant to Section 2.2(c), and the Shares so surrendered shall forthwith be cancelled. If any portion of the Merger Consideration is to be registered in the name of a person other than the person in whose name the applicable surrendered Share is registered, it shall be a condition to the registration thereof that the surrendered Share be in proper form for transfer and that the person requesting such delivery of the Merger Consideration pay any and all transfer and other similar Taxes required to be paid as a result of such registration in the name of a person other than the registered holder of such Share or establish to the satisfaction of the Exchange Agent that such Taxes have been paid or are not payable. Until surrendered as contemplated by this Section 2.2(b), each Share shall be deemed at any time after the Effective Time to represent only the right to receive the Merger Consideration (and any amounts to be paid pursuant to Section 2.1(d) or Section 2.2(c)) upon such surrender. No interest shall be paid or shall accrue on or issued with respect to such ShowCase Common Stock to such a transferee if the Merger Consideration or on or with respect Certificate representing such shares of ShowCase Common Stock is presented to the Exchange Agent, accompanied by all documents required to evidence and effect such transfer and to evidence that any amount payable pursuant to Section 2.1(d) or Section 2.2(c)applicable stock transfer taxes have been paid.

Exchange Procedures. As soon as reasonably practicable after the Effective Time and in any event not later than the fourth second business day following the Effective Time, Parent shall cause the Exchange Agent to mail to each holder of record of Shares as of Shares, which at the Effective Time were converted into the right to receive the Merger Consideration pursuant to Section 2.1, (i) a letter of transmittal (which shall specify that delivery shall be effected, and that risk of loss and title to the Shares shall pass, only upon delivery of the Shares to the Exchange Agent and which shall be in form and substance reasonably satisfactory to Parent and the Company) and (ii) instructions for use in effecting the surrender of the Shares in exchange for certificates representing whole shares of Parent Common Stock (or appropriate alternative arrangements shall be made by Parent if uncertificated shares of Parent Common Stock will be issued), cash in lieu of any fractional shares of Parent Common Stock pursuant to Section 2.1(d) and any dividends or other distributions payable pursuant to Section 2.2(c). Exchange of any Shares held in book entry form shall be effected in accordance with the Exchange Agent’s customary procedures with respect to securities held in book entry form. Upon surrender of Shares for cancellation to the Exchange Agent, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, and such other documents as may reasonably be required by the Exchange Agent or ParentAgent, the holder of such Shares shall be entitled to receive in exchange therefor that number of whole shares of Parent Common Stock (after taking into account all Shares surrendered by such holder) to which such holder is entitled pursuant to Section 2.1 (which shall be in uncertificated book entry form unless a physical certificate is affirmatively requested), payment by cash or check in lieu of fractional shares of Parent Common Stock which such holder is entitled to receive pursuant to Section 2.1(d) and any dividends or distributions payable pursuant to Section 2.2(c), and the Shares so surrendered shall forthwith be cancelled. If any portion of the Merger Consideration is to be registered in the name of a person other than the person in whose name the applicable surrendered Share is registered, it shall be a condition to the registration thereof that the surrendered Share be in proper form for transfer and that the person requesting such delivery of the Merger Consideration pay any and all transfer and or other similar Taxes required to be paid as a result of such registration in the name of a person other than the registered holder of such Share or establish to the satisfaction of the Exchange Agent that such Taxes have Tax has been paid or are is not payable. Until surrendered as contemplated by this Section 2.2(b), each Share shall be deemed at any time after the Effective Time to represent only the right to receive the Merger Consideration (and any amounts to be paid pursuant to Section 2.1(d) or Section 2.2(c)) upon such surrender. No interest shall be paid or shall accrue on or with respect to the Merger Consideration or on or with respect to any amount payable pursuant to Section 2.1(d) or Section 2.2(c).

Exchange Procedures. As soon as reasonably practicable after the Effective Time and in any event not later than the fourth business day following the Effective Time, the Surviving Corporation on behalf of Parent shall cause the Exchange Agent to mail to each holder of record of Shares as of a certificate or certificates which immediately prior to the Effective Time represented outstanding shares of Company Common Stock, Preferred Stock or Senior Preferred Stock (the “Certificates”) whose shares are converted pursuant to Section 2.01(c) into the right to receive Parent Shares (i) a letter of transmittal (which shall specify that delivery shall be effected, and that risk of loss and title to the Shares Certificates shall pass, only upon delivery of the Shares Certificates to the Exchange Agent and which shall be in such form and substance have such other customary provisions as the Surviving Corporation may reasonably satisfactory to Parent and the Companyspecify) and (ii) instructions for use in effecting the surrender of the Shares Certificates in exchange for certificates representing whole shares of Parent Common Stock (or appropriate alternative arrangements made by Parent if uncertificated shares of Parent Common Stock will be issued), cash in lieu of any fractional shares of Parent Common Stock pursuant to Section 2.1(d) Shares and any dividends or other distributions payable pursuant to Section 2.2(c). Exchange of any Shares held in book entry form shall be effected in accordance with the Exchange Agent’s customary procedures with respect to securities held in book entry formcash. Upon surrender of Shares a Certificate for cancellation to the Exchange Agent, together with such letter of transmittal, transmittal duly executed and completed and validly executed in accordance with the instructions thereto, and such other documents as may reasonably be required by the Exchange Agent or Parentits terms, the holder of such Shares Certificate shall be entitled to receive in exchange therefor therefore a holding statement representing shares registered on the books of the Parent representing that number of whole shares of duly and validly authorized Parent Common Stock (after taking into account all Shares surrendered by such holder) to which such holder is entitled has the right to receive at Closing pursuant to the provisions of this Article II. Thereafter, subject to completion of the procedures specified in Section 2.1 (which 2.01(c)(iv), and less the Holdback Shares, such holder shall be in uncertificated book entry form unless entitled to receive a physical certificate is affirmatively requested)holding statement representing the additional Parent Shares and cash, payment by cash or check in lieu of fractional shares of Parent Common Stock if any, which such holder is entitled has the right to receive pursuant to Section 2.1(d) after final resolution of the Net Liabilities and any dividends increases or distributions payable pursuant to decreases in the Parent Share Consideration in accordance with Section 2.2(c2.01(c), as adjusted, and the Shares Certificate so surrendered shall forthwith be cancelledcanceled. If any portion In the event of the Merger Consideration a transfer of ownership of Company Common Stock, Preferred Stock or Senior Preferred Stock which is to be not registered in the name of a person other than the person in whose name the applicable surrendered Share is registered, it shall be a condition to the registration thereof that the surrendered Share be in proper form for transfer and that the person requesting such delivery records of the Merger Consideration pay any and all transfer and other similar Taxes required Company, a holding statement representing the appropriate number of whole Parent Shares may be issued to be paid as a result of transferee if the Certificate representing such registration in the name of a person other than the registered holder of such Share Company Common Stock, Preferred Stock or establish Senior Preferred Stock is presented to the satisfaction of the Exchange Agent accompanied by all documents required to evidence and effect such transfer and by evidence that such Taxes any applicable stock transfer taxes have been paid and that all applicable United States and Australian federal or are not payablestate securities laws have been complied with. Until surrendered as contemplated by this Section 2.2(b2.02(b), each Share Certificate shall be deemed at any time after the Effective Time for all corporate purposes of Parent, except as limited by paragraph (c) below, to represent only ownership of the number of duly and validly authorized Parent Shares into which the number of shares of Company Common Stock, Preferred Stock or Senior Preferred Stock, as the case may be, shown thereon have been converted as contemplated by this Article II. In the event any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person claiming such Certificate to be lost, stolen or destroyed, Parent shall, as promptly as practicable following the receipt by Parent of the foregoing documents, issue in exchange for such lost, stolen or destroyed Certificate that portion of the Parent Shares represented by the lost, stolen or destroyed Certificate in exchange therefore which the Company’s stockholder has the right to receive receive. The Board of Directors of Parent may in its discretion and as a condition precedent to the Merger Consideration (and issuance thereof, require the owner of such lost, stolen or destroyed Certificate to provide to Parent an indemnity agreement, but not a bond, against any amounts to claim that may be paid pursuant to Section 2.1(d) or Section 2.2(c)) upon such surrender. No interest shall be paid or shall accrue on or made against Parent with respect to the Merger Consideration Certificate alleged to have been lost, stolen or on or with respect to any amount payable pursuant to Section 2.1(d) or Section 2.2(c)destroyed.

Exchange Procedures. As soon as reasonably practicable after the Effective Time and in any event not later than the fourth business day following the Effective Time, Parent shall cause the Exchange Agent to mail to each holder of record of Shares as a Certificate whose shares of Company Common Stock were converted into the Effective Time right to receive the Merger Consideration, any dividends or other distributions to which such holder is entitled pursuant to Section 2.02(c) and cash in lieu of fractional shares of Parent Common Stock to which such holder is entitled pursuant to Section 2.02(e), (i) a form of letter of transmittal (which shall specify that delivery shall be effected, and that risk of loss and title to the Shares Certificates held by such person shall pass, only upon proper delivery of the Shares Certificates to the Exchange Agent and which shall be in customary form and substance have such other provisions as Parent may reasonably satisfactory to Parent and the Companyspecify) and (ii) instructions for use in effecting surrendering the surrender of the Shares Certificates in exchange for certificates representing whole shares of Parent Common Stock (the Merger Consideration, any dividends or appropriate alternative arrangements made by Parent if uncertificated shares of Parent Common Stock will be issued), other distributions to which such holder is entitled pursuant to Section 2.02(c) and cash in lieu of any fractional shares of Parent Common Stock to which such holder is entitled pursuant to Section 2.1(d) and any dividends or other distributions payable pursuant to Section 2.2(c2.02(e). Exchange Each holder of any Shares held in book entry form shall be effected in accordance with the Exchange Agent’s customary procedures with respect to securities held in book entry form. Upon record of a Certificate shall, upon surrender of Shares for cancellation to the Exchange AgentAgent of such Certificate, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions theretoexecuted, and such other documents as may reasonably be required by the Exchange Agent or ParentAgent, the holder of such Shares shall be entitled to receive in exchange therefor (x) uncertificated shares of Parent Common Stock registered on the stock transfer books of Parent in the name of such holder (the “Registered Parent Shares”) or, at the election of such holder, certificates, in each case representing that number of whole shares of Parent Common Stock (which such holder has the right to receive pursuant to the provisions of this Article II after taking into account all Shares surrendered the shares of Company Common Stock then held by such holderholder under all such Certificates so surrendered and (y) any dividends or other distributions to which such holder is entitled pursuant to Section 2.1 (which shall be in uncertificated book entry form unless a physical certificate is affirmatively requested), payment by 2.02(c) and cash or check in lieu of fractional shares of Parent Common Stock to which such holder is entitled to receive pursuant to Section 2.1(d) and any dividends or distributions payable pursuant to Section 2.2(c2.02(e), and the Shares Certificate so surrendered shall forthwith be cancelledcanceled. If any portion In the event of the Merger Consideration a transfer of ownership of shares of Company Common Stock that is to be not registered in the name transfer records of the Company, the proper amount of cash, if any, and Registered Parent Shares or certificates representing the proper number of shares of Parent Common Stock, as the case may be, may be paid and issued to a person other than the person in whose name the applicable Certificate so surrendered Share is registeredregistered if, it upon presentation to the Exchange Agent, such Certificate shall be a condition to the registration thereof that the surrendered Share properly endorsed or otherwise be in proper form for transfer and that the person requesting such delivery issuance shall pay any transfer or other taxes required by reason of the Merger Consideration pay payment of any cash and all transfer and other similar Taxes required the issuance of shares of Parent Common Stock to be paid as a result of such registration in the name of a person other than the registered holder of such Share Certificate or establish to the reasonable satisfaction of the Exchange Agent Parent that such Taxes taxes have been paid or are not payableapplicable. Until surrendered as contemplated by this Section 2.2(b2.02(b), each Share Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration (in accordance with this Article II and any amounts dividends or other distributions to be paid which the holder of such Certificate is entitled pursuant to Section 2.1(d2.02(c) or and cash in lieu of fractional shares of Parent Common Stock to which such holder is entitled pursuant to Section 2.2(c2.02(e)) upon such surrender. No interest shall will be paid or shall will accrue on or with respect any cash payable to holders of Certificates pursuant to the Merger Consideration or on or with respect to any amount payable pursuant to Section 2.1(d) or Section 2.2(c)provisions of this Article II.

Exchange Procedures. As soon as reasonably practicable after the Effective Time and in any event not Time, but no later than the fourth business day following the Effective Timetwo days thereafter, Parent shall cause the Exchange Agent to shall mail to each holder of record of Shares as a Certificate or Common Stock Option whose shares or options were converted into the Merger Consideration pursuant to Section 2.1 of the Effective Time this Agreement, (i) a letter of transmittal (which shall specify that delivery shall be effected, and that risk of loss and title to the Shares Certificates or Common Stock Options, as applicable, shall pass, only upon delivery of the Shares Certificates or Common Stock Options to the Exchange Agent and which shall be in such form and substance reasonably satisfactory to have such other provisions as Parent and the CompanyCompany may reasonably specify) and (ii) instructions for use in effecting the surrender of the Shares Certificates or Common Stock Options in exchange for certificates representing whole shares of Parent Common Stock (or appropriate alternative arrangements made by Parent if uncertificated shares of Parent Common Stock will be issued), cash in lieu of any fractional shares of Parent Common Stock pursuant to Section 2.1(d) and any dividends or other distributions payable pursuant to Section 2.2(c). Exchange of any Shares held in book entry form shall be effected in accordance with the Exchange Agent’s customary procedures with respect to securities held in book entry formMerger Consideration. Upon surrender of Shares a Certificate or Common Stock Option for cancellation to the Exchange Agent, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions theretoexecuted, and such other documents as may reasonably be required by the Exchange Agent or ParentAgent, the holder of such Shares Certificate or Common Stock Option shall be entitled to receive in exchange therefor a Parent certificate representing that number of whole shares of Parent Common Stock (after taking into account all Shares surrendered by issuable to such holder pursuant to the Merger, the Cash Payment payable to such holder) , a Parent certificate representing that number of CVRs that correspond to which such holder is entitled pursuant to Section 2.1 (which shall be in uncertificated book entry form unless a physical certificate is affirmatively requested), payment by cash or check in lieu the number of fractional whole shares of Parent Common Stock which issuable to such holder is entitled pursuant to the Merger, certain dividends or other distributions in accordance with Section 2.2(c) and cash in lieu of any fractional share in accordance with Section 2.2(e) that such holder has the right to receive pursuant to Section 2.1(d) and any dividends or distributions payable pursuant to Section 2.2(c)the provisions of this Article II, and the Shares Certificate or Common Stock Option so surrendered shall forthwith be cancelled. If The Cash Payment and any portion other cash distributions made in accordance with Section 2.2(c) and 2.2(e) shall be paid by check or wire transfer. In the event of the Merger Consideration a transfer of ownership of Company Common Stock that is to be not registered in the name transfer records of the Company, a person certificate representing the proper number of shares of Parent Common Stock may be issued to a Person other than the person Person in whose name the applicable Certificate so surrendered Share is registered, it registered if such Certificate shall be a condition to the registration thereof that the surrendered Share properly endorsed or otherwise be in proper form for transfer and that the person Person requesting such delivery issuance shall pay any transfer or other non-income taxes required by reason of the Merger Consideration pay any and all transfer and other similar Taxes required issuance of shares of Parent Common Stock to be paid as a result of such registration in the name of a person Person other than the registered holder of such Share Certificate or establish to the satisfaction of the Exchange Agent Parent that such Taxes have tax has been paid or are is not payableapplicable. Until surrendered as contemplated by this Section 2.2(b)2.2, each Share Certificate or Common Stock Option shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration (and any amounts that the holder thereof has the right to be paid receive pursuant to Section 2.1(d) the provisions of this Article II, and, if applicable, certain dividends or other distributions in accordance with Section 2.2(c)) upon such surrender. No interest shall will be paid or shall will accrue on any cash payable to holders of Certificates or with respect Common Stock Options pursuant to the Merger Consideration or on or with respect to any amount payable pursuant to Section 2.1(d) or Section 2.2(c)provisions of this Article II.

Exchange Procedures. (a) As soon as reasonably practicable of the Effective Time of the Merger, GBB shall have deposited with the Exchange Agent for the benefit of the holders of shares of Coast Stock, for exchange in accordance with this Section 2.5 through the Exchange Agent, certificates representing the shares of GBB Stock issuable pursuant to Section 2.2 in exchange for shares of Coast Stock outstanding immediately prior to the Effective Time of the Merger, and funds in an amount not less than the amount of cash payable in lieu of fractional shares of GBB Stock which would otherwise be issuable in connection with Section 2.2 hereof but for the operation of Section 2.4 of this Agreement (collectively, the "Exchange Fund"). (b) GBB shall direct the Exchange Agent to mail, promptly after the Effective Time and in any event not later than of the fourth business day following the Effective TimeMerger, Parent shall cause the Exchange Agent to mail to each holder of record of Shares as of a certificate or certificates which immediately prior to the Effective Time of the Merger represented outstanding shares of Coast Stock (the "Certificates") whose shares were converted into the right to receive shares of GBB Stock pursuant to Section 2.2 hereof, (i) a letter of transmittal (which shall specify that delivery shall be effected, and that risk of loss and title to the Shares Certificates shall pass, only upon delivery of the Shares Certificates to the Exchange Agent and which shall be in such form and substance have such other provisions as GBB and Coast may reasonably satisfactory to Parent and the Company) specify), and (ii) instructions for use in effecting the surrender of the Shares Certificates in exchange for certificates representing whole shares of Parent Common Stock (or appropriate alternative arrangements made by Parent if uncertificated shares of Parent Common Stock will be issued), cash in lieu of any fractional shares of Parent Common Stock pursuant to Section 2.1(d) and any dividends or other distributions payable pursuant to Section 2.2(c). Exchange of any Shares held in book entry form shall be effected in accordance with the Exchange Agent’s customary procedures with respect to securities held in book entry formGBB Stock. Upon surrender of Shares a Certificate for cancellation to the Exchange AgentAgent or to such other agent or agents as may be appointed by GBB, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, and such other documents as may reasonably be required by the Exchange Agent or Parentexecuted, the holder of such Shares Certificate shall be entitled to receive in exchange therefor a certificate representing that number of whole shares of Parent Common GBB Stock (after taking into account all Shares surrendered by such holder) to which such holder is entitled pursuant to Section 2.1 (which shall be in uncertificated book entry form unless a physical certificate is affirmatively requested), payment by and cash or check in lieu of fractional shares of Parent Common Stock which such holder is entitled has the right to receive pursuant to Section 2.1(d) Sections 2.2 and any dividends or distributions payable pursuant to Section 2.2(c)2.4 hereof, and the Shares Certificate so surrendered shall forthwith be cancelledcanceled. If any portion In the event a certificate is surrendered representing Coast Stock, the transfer of the Merger Consideration ownership of which is to be not registered in the name transfer records of Coast, a person other than certificate representing the person in whose name proper number of shares of GBB Stock may be issued to a transferee if the applicable surrendered Share Certificate representing such Coast Stock is registered, it shall be a condition presented to the registration thereof that the surrendered Share be 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 delivery of the Merger Consideration pay any and all applicable stock transfer and other similar Taxes required to be paid as a result of such registration in the name of a person other than the registered holder of such Share or establish to the satisfaction of the Exchange Agent that such Taxes taxes have been paid or are not payablepaid. Until surrendered as contemplated by this Section 2.2(b)2.5, each Share 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 certificate representing shares of GBB Stock and cash in lieu of any fractional shares of stock as contemplated by this Section 2.5. Notwithstanding anything to the contrary set forth herein, if any holder of shares of Coast should be unable to surrender the Certificates for such shares, because they have been lost or destroyed, such holder may deliver in lieu thereof a bond in form and substance and with surety reasonably satisfactory to GBB and shall be entitled to receive the certificate representing the proper number of shares of GBB Stock and cash in lieu of fractional shares in accordance with Sections 2.2 and 2.4 hereof. (c) No dividends or other distributions declared or made with respect to GBB Stock with a record date after the Effective Time of the Merger Consideration shall be paid to the holder of any unsurrendered Certificate with respect to the shares of GBB Stock represented thereby and no cash payment in lieu of fractional shares shall be paid to any such holder pursuant to Section 2.4 until the holder of record of such Certificate shall surrender such Certificate. Subject to the effect of applicable laws, following surrender of any such Certificate, there shall be paid to the record holder of the certificates representing whole shares of GBB Common Stock issued in exchange thereof, without interest, (i) at the time of such surrender, the amount of any cash payable in lieu of a fractional share of GBB Stock to which such holder is entitled pursuant to Section 2.4 and the amount of dividends or other distributions with a record date after the Effective Time of the Merger theretofore paid with respect to such whole shares of GBB Stock, and (ii) at the appropriate payment date, the amount of dividends or other distributions with a record date after the Effective Time of the Merger but prior to surrender and a payment date subsequent to surrender payable with respect to such whole shares of GBB Stock. (d) All shares of GBB Stock issued upon the surrender for exchange of Coast Stock in accordance with the terms hereof (including any amounts to be cash paid pursuant to Section 2.1(d2.4) shall be deemed to have been issued in full satisfaction of all rights pertaining to such shares of Coast Stock, and there shall be no further registration of transfers on the stock transfer books of the Surviving Corporation of the shares of Coast Stock which were outstanding immediately prior to the Effective Time of the Merger. If, after the Effective Time of the Merger, Certificates are presented to GBB for any reason, they shall be canceled and exchanged as provided in this Agreement. (e) Any portion of the Exchange Fund which remains undistributed to the shareholders of Coast following the passage of six months after the Effective Time of the Merger shall be delivered to GBB, upon demand, and any shareholders of Coast who have not theretofore complied with this Section 2.5 shall thereafter look only to GBB for payment of their claim for GBB Stock, any cash in lieu of fractional shares of GBB Stock and any dividends or distributions with respect to GBB Stock. (f) Neither GBB nor Coast shall be liable to any holder of shares of Coast Stock for such shares (or dividends or distributions with respect thereto) or Section 2.2(c)cash from the Exchange Fund delivered to a public official pursuant to any applicable abandoned property, escheat or similar law. (g) upon such surrender. No interest The Exchange Agent shall not be paid entitled to vote or shall accrue on or exercise any rights of ownership with respect to the Merger Consideration shares of GBB Stock held by it from time to time hereunder, except that it shall receive and hold all dividends or on other distributions paid or distributed with respect to such shares of GBB Stock for the account of the Persons entitled thereto. (h) Certificates surrendered for exchange by any amount payable pursuant to Person constituting an "Affiliate" of Coast for purposes of Rule 145(c) under the Securities Act shall not be exchanged for certificates representing whole shares of GBB Stock until GBB has received a written agreement from such person as provided in Section 2.1(d) or Section 2.2(c)6.9.

Exchange Procedures. As soon as reasonably practicable Promptly after the Effective Time and in any event not later than the fourth business day following the Effective Time, Parent shall cause the Exchange Agent to mail to each holder of record of Shares as of the Effective Time a Certificate (i) a letter of transmittal (which shall specify that delivery shall be effected, and that risk of loss and title to the Shares Certificates shall pass, only upon due delivery of the Shares Certificates and other required documents to the Exchange Agent Agent, and which letter shall be in customary form and substance have such other provisions as Parent may reasonably satisfactory to Parent and the Company) specify and (ii) instructions for use in effecting the surrender of the Shares such Certificates in exchange for certificates representing whole shares of Parent Common Stock (or appropriate alternative arrangements made by Parent if uncertificated shares of Parent Common Stock will be issued), cash in lieu of any fractional shares of Parent Common Stock pursuant to Section 2.1(d) and any dividends or other distributions payable pursuant to Section 2.2(c). Exchange of any Shares held in book entry form shall be effected in accordance with the Exchange Agent’s customary procedures with respect to securities held in book entry formapplicable Merger Consideration. Upon surrender of Shares for cancellation a Certificate to the Exchange Agent, Agent together with such letter of transmittal, duly executed and completed and validly executed in accordance with the instructions thereto, and such other documents as may reasonably be required by the Exchange Agent or ParentAgent, the holder of such Shares Certificate shall be entitled to receive in exchange therefor that number of whole therefore (A) a certificate representing one or more shares of Parent Common Stock representing, in the aggregate, the whole number of shares that such holder has the right to receive pursuant to Section 1.6(a) (after taking into account all Shares surrendered shares of Company Common Stock then held by such holder), (B) a check in an amount that such holder has the right to receive pursuant to Section 1.6(a) (after taking into account all shares of Company Common Stock held by such holder), and (C) a check in the amount (after giving effect to any required tax withholdings) equal to the cash in lieu of any fractional share of Parent Common Stock pursuant to Section 2.5 and any unpaid dividends and other distributions to which such holder is entitled pursuant to Section 2.1 (2.3, and the Certificate so surrendered shall forthwith be canceled. No interest will be paid or will accrue on any cash payable pursuant to Section 2.3 or Section 2.5. In the event of a transfer of ownership of Company Common Stock which shall be is not registered in uncertificated book entry form unless a physical certificate is affirmatively requested)the transfer records of the Company prior to the Effective Time, payment by cash one or check more certificates evidencing, in lieu the aggregate, the proper number of fractional shares of Parent Common Stock, a check in the proper amount of cash, and a second check in the proper amount of cash in lieu of any fractional share of Parent Common Stock pursuant to Section 2.5 and any dividends or other distributions to which such holder is entitled to receive pursuant to Section 2.1(d) and any dividends or distributions payable pursuant to Section 2.2(c), and the Shares so surrendered shall forthwith 2.3 may be cancelled. If any portion of the Merger Consideration is to be registered in the name of a person other than the person in whose name the applicable surrendered Share is registered, it shall be a condition to the registration thereof that the surrendered Share be in proper form for transfer and that the person requesting such delivery of the Merger Consideration pay any and all transfer and other similar Taxes required to be paid as a result of such registration in the name of a person other than the registered holder of such Share or establish to the satisfaction of the Exchange Agent that such Taxes have been paid or are not payable. Until surrendered as contemplated by this Section 2.2(b), each Share shall be deemed at any time after the Effective Time to represent only the right to receive the Merger Consideration (and any amounts to be paid pursuant to Section 2.1(d) or Section 2.2(c)) upon such surrender. No interest shall be paid or shall accrue on or issued with respect to such Company Common Stock to such a transferee if the Merger Consideration or on or with respect Certificate representing such shares of Company Common Stock is presented to the Exchange Agent, accompanied by all documents required to evidence and effect such transfer and the ownership of such shares of Company Common Stock by such transferee and to evidence that any amount payable pursuant to Section 2.1(d) or Section 2.2(c)applicable stock transfer taxes have been paid.

Exchange Procedures. As soon as reasonably practicable after the Effective Time and in any event not later than the fourth business day following the Effective Time, Parent shall cause the Exchange Agent to shall mail to each holder of record of Shares as of the Effective Time a Certificate (i) a letter of transmittal (which shall specify that delivery shall be effected, and that risk of loss and title to the Shares Certificates shall pass, only upon delivery of the Shares Certificates to the Exchange Agent and which shall be in such form and substance have such other provisions as the Parent may reasonably satisfactory to Parent and the Companyspecify) and (ii) instructions for use in effecting the surrender of the Shares Certificates in exchange for certificates shares of Parent Common Stock (plus cash in lieu of fractional shares, if any, of Parent Common Stock and any dividends or distributions as provided below). Upon surrender of a Certificate for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by the Parent, together with such letter of transmittal, duly executed, and such other documents as may be reasonably required by the Exchange Agent, the holder of such Certificate shall be entitled to receive in exchange therefor a certificate representing that number of whole shares of Parent Common Stock (or appropriate alternative arrangements made by Parent if uncertificated shares which such holder has the right to receive pursuant to the provisions of Parent Common Stock will be issued), this Article II plus cash in lieu of any fractional shares of Parent Common Stock pursuant to Section 2.1(d2.2(e) and any dividends or other distributions then payable pursuant to Section 2.2(c). Exchange of any Shares held in book entry form shall be effected in accordance with the Exchange Agent’s customary procedures with respect to securities held in book entry form. Upon surrender of Shares for cancellation to the Exchange Agent, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, and such other documents as may reasonably the Certificate so surrendered shall immediately be required by cancelled. In the Exchange Agent or Parentevent of a transfer of ownership of Company Common Stock which is not registered in the transfer records of the Company, the holder of such Shares shall be entitled to receive in exchange therefor that number of whole shares of Parent Common Stock (after taking into account all Shares surrendered by such holder) to which such holder is entitled pursuant to Section 2.1 (which shall be in uncertificated book entry form unless a physical certificate is affirmatively requested), payment by 2.1(c) plus cash or check in lieu of fractional shares of Parent Common Stock which such holder is entitled to receive pursuant to Section 2.1(d2.2(e) and any dividends or distributions then payable pursuant to Section 2.2(c), and the Shares so surrendered shall forthwith ) may be cancelled. If any portion of the Merger Consideration is issued or paid to be registered in the name of a person other than the person in whose name the applicable Certificate so surrendered Share is registered, it shall be a condition if such Certificate is presented to the registration thereof that the surrendered Share be 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 delivery of the Merger Consideration pay any and all applicable stock transfer and other similar Taxes required to be paid as a result of such registration in the name of a person other than the registered holder of such Share or establish to the satisfaction of the Exchange Agent that such Taxes taxes have been paid or are not payablepaid. Until surrendered as contemplated by this Section 2.2(b)2.2, each Share Certificate shall be deemed at any time after the Effective Time to represent only the right to receive the Merger Consideration (and any amounts to be paid upon such surrender shares of Parent Common Stock pursuant to Section 2.1(d2.1(c) plus cash in lieu of fractional shares of Parent Common Stock pursuant to Section 2.2(e) and any dividends or Section 2.2(c)) upon such surrender. No interest shall be paid or shall accrue on or with respect to the Merger Consideration or on or with respect to any amount distributions then payable pursuant to Section 2.1(d2.2(c) or as contemplated by this Section 2.2(c)2.2.

Exchange Procedures. As soon (a) Immediately prior to the Effective Time, CSBI shall deposit, or shall cause to be deposited, with the Exchange Agent, for the benefit of the holders of Old Certificates for exchange in accordance with this Article 4, certificates representing the shares of CSBI Common Stock ("New Certificates") and an estimated amount of cash (such cash and New Certificates, together with any dividends or distributions with respect thereto (without any interest thereon), being hereinafter referred to as the "Exchange Fund") to be paid pursuant to this Article 4 in exchange for outstanding shares of Xxxxxxx Common Stock. (b) Within 20 days after the Effective Date, CSBI shall send or cause to be sent to each former holder of record of shares (other than Cash Election Shares or Treasury Shares) of Xxxxxxx Common Stock immediately prior to the Effective Time transmittal materials for use in exchanging such shareholder's Old Certificates for the consideration set forth in this Article 3. CSBI shall cause the New Certificates into which shares of a shareholder's Xxxxxxx Common Stock are converted on the Effective Date and/or any check in respect of the Per Share Cash Consideration and any fractional share interests or dividends or distributions which such person shall be entitled to receive to be delivered to such shareholders upon delivery to the Exchange Agent of Old Certificates representing such shares of Xxxxxxx Common Stock (or indemnity reasonably practicable satisfactory to CSBI and the Exchange Agent, if any of such certificates are lost, stolen or destroyed) owned by such shareholder. No interest will be paid on any such cash to be paid pursuant to Article 3 upon such delivery. (c) Notwithstanding the foregoing, neither the Exchange Agent nor any party hereto shall be liable to any former holder of Xxxxxxx Common Stock for any amount properly delivered to a public official pursuant to applicable abandoned property, escheat or similar laws. (d) No dividends or other distributions with respect to CSBI Common Stock with a record date occurring after the Effective Time and shall be paid to the holder of any unsurrendered Old Certificate representing shares of Xxxxxxx Common Stock converted in the Merger into shares of such CSBI Common Stock until the holder thereof shall surrender such Old Certificate in accordance with this Article 4. After the surrender of an Old Certificate in accordance with this Article 4, the record holder thereof shall be entitled to receive any event not later than the fourth business day following the Effective Timesuch dividends or other distributions, Parent shall cause without any interest thereon, which theretofore had become payable with respect to shares of CSBI Common Stock represented by such Old Certificates. (e) Any portion of the Exchange Agent to mail to each holder Fund that remains unclaimed by the shareholders of record of Shares as of Xxxxxxx for 12 months after the Effective Time (i) a letter of transmittal (which shall specify that delivery shall be effected, and that risk paid to CSBI. Any shareholders of loss and title Xxxxxxx who have not theretofore complied with this Article 4 shall thereafter look only to the Shares shall pass, only upon delivery CSBI for payment of the Shares to the Exchange Agent and which shall be in form and substance reasonably satisfactory to Parent and the Company) and (ii) instructions for use in effecting the surrender of the Shares in exchange for certificates representing whole shares of Parent CSBI Common Stock (or appropriate alternative arrangements made by Parent if uncertificated shares of Parent Common Stock will be issued)Stock, cash in lieu of any fractional shares of Parent and unpaid dividends and distributions on the CSBI Common Stock deliverable in respect of each share of Xxxxxxx Common Stock such shareholder holds as determined pursuant to Section 2.1(d) and this Agreement, in each case, without any dividends or other distributions payable pursuant to Section 2.2(c). Exchange of any Shares held in book entry form shall be effected in accordance with the Exchange Agent’s customary procedures with respect to securities held in book entry form. Upon surrender of Shares for cancellation to the Exchange Agent, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, and such other documents as may reasonably be required by the Exchange Agent or Parent, the holder of such Shares shall be entitled to receive in exchange therefor that number of whole shares of Parent Common Stock (after taking into account all Shares surrendered by such holder) to which such holder is entitled pursuant to Section 2.1 (which shall be in uncertificated book entry form unless a physical certificate is affirmatively requested), payment by cash or check in lieu of fractional shares of Parent Common Stock which such holder is entitled to receive pursuant to Section 2.1(d) and any dividends or distributions payable pursuant to Section 2.2(c), and the Shares so surrendered shall forthwith be cancelled. If any portion of the Merger Consideration is to be registered in the name of a person other than the person in whose name the applicable surrendered Share is registered, it shall be a condition to the registration thereof that the surrendered Share be in proper form for transfer and that the person requesting such delivery of the Merger Consideration pay any and all transfer and other similar Taxes required to be paid as a result of such registration in the name of a person other than the registered holder of such Share or establish to the satisfaction of the Exchange Agent that such Taxes have been paid or are not payable. Until surrendered as contemplated by this Section 2.2(b), each Share shall be deemed at any time after the Effective Time to represent only the right to receive the Merger Consideration (and any amounts to be paid pursuant to Section 2.1(d) or Section 2.2(c)) upon such surrender. No interest shall be paid or shall accrue on or with respect to the Merger Consideration or on or with respect to any amount payable pursuant to Section 2.1(d) or Section 2.2(c)thereon.

Exchange Procedures. As soon as reasonably practicable after the Effective Time and in any event not later than the fourth business day following the Effective Time, Parent shall cause the Exchange Agent to mail to each holder of record of Shares as a Certificate whose shares of Company Common Stock were converted into the Effective Time right to receive the Merger Consideration pursuant to Section 2.7(c), (i) a form of letter of transmittal (which shall specify that delivery shall be effected, and that risk of loss and title to the Shares Certificates shall pass, only upon delivery of the Shares Certificates to the Exchange Agent and which shall be in such form and substance reasonably satisfactory to shall have such other provisions as Parent and the Companymay specify) and (ii) instructions for use in effecting surrendering the surrender of the Shares Certificates in exchange for certificates representing whole shares the Merger Consideration, any dividends or other distributions to which holders of Parent Common Stock (or appropriate alternative arrangements made by Parent if uncertificated shares of Parent Common Stock will be issued), Certificates are entitled pursuant to Section 2.8(c) and cash in lieu of any fractional shares of Parent Common Stock to which such holders are entitled pursuant to Section 2.1(d) and any dividends or other distributions payable pursuant to Section 2.2(c2.8(e). Exchange of any Shares held in book entry form shall be effected in accordance with the Exchange Agent’s customary procedures with respect to securities held in book entry form. Upon surrender of Shares a Certificate for cancellation to the Exchange Agent, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions theretoexecuted, and such other documents as may be reasonably be required by the Exchange Agent or ParentAgent, the holder of such Shares Certificate shall be entitled to receive in exchange therefor (A) a certificate representing that number of whole shares of Parent Common Stock (that such holder has the right to receive pursuant to the provisions of this Article II after taking into account all Shares surrendered the shares of Company Common Stock held by such holderholder under all such Certificates so surrendered, (B) any dividends or other distributions to which such holder is entitled pursuant to Section 2.1 2.8(c) and (which shall be in uncertificated book entry form unless a physical certificate is affirmatively requested), payment by C) cash or check in lieu of any fractional shares of Parent Common Stock to which such holder is entitled to receive pursuant to Section 2.1(d) and any dividends or distributions payable pursuant to Section 2.2(c2.8(e), and the Shares Certificate so surrendered shall forthwith be cancelledcanceled. If any portion In the event of the Merger Consideration a transfer of ownership of shares of Company Common Stock that is to be not registered in the name transfer records of the Company, a certificate representing the proper number of shares of Parent Common Stock may be issued to a person other than the person in whose name the applicable Certificate so surrendered Share is registered, it if, upon presentation to the Exchange Agent, such Certificate shall be a condition to the registration thereof that the surrendered Share properly endorsed or otherwise be in proper form for transfer and that the person requesting such delivery issuance shall pay any transfer or other taxes required by reason of the Merger Consideration pay any and all transfer and other similar Taxes required issuance of shares of Parent Common Stock to be paid as a result of such registration in the name of a person other than the registered holder of such Share Certificate or establish to the reasonable satisfaction of the Exchange Agent that such Taxes have tax has been paid or are is not payableapplicable. Until surrendered as contemplated by this Section 2.2(b2.8(b), each Share Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration (and Consideration, any amounts dividends or other distributions to be paid which the holder of such Certificate is entitled pursuant to Section 2.1(d2.8(c) or and cash in lieu of any fractional shares of Parent Common Stock to which such holder is entitled pursuant to Section 2.2(c2.8(e)) upon such surrender. No interest shall will be paid or shall will accrue on or with respect any cash payable to the Merger Consideration or on or with respect to any amount payable holders of Certificates pursuant to Section 2.1(d2.8(c) or Section 2.2(c(e).

Exchange Procedures. As soon as reasonably practicable after the Effective Time and in any event not later than the fourth business day following the Effective Time, Parent the Surviving Corporation shall cause the Exchange Agent to mail to each holder of record of Shares as of the Effective Time a Certificate (i) a letter of transmittal (which shall specify that delivery shall be effected, and that risk of loss and title to the Shares Certificates shall pass, only upon delivery of the Shares Certificates to the Exchange Agent Agent, and which letter shall be in customary form and substance have such other provisions as Qwest may reasonably satisfactory to Parent and the Company) specify and (ii) instructions for use in effecting the surrender of the Shares such Certificates in exchange for certificates representing whole shares of Parent Common Stock (or appropriate alternative arrangements made by Parent if uncertificated shares of Parent Common Stock will be issued), cash in lieu of any fractional shares of Parent Common Stock pursuant to Section 2.1(d) and any dividends or other distributions payable pursuant to Section 2.2(c). Exchange of any Shares held in book entry form shall be effected in accordance with the Exchange Agent’s customary procedures with respect to securities held in book entry formapplicable Merger Consideration. Upon surrender of Shares for cancellation a Certificate to the Exchange Agent, Agent together with such letter of transmittal, duly executed and completed and validly executed in accordance with the instructions thereto, and such other documents as may reasonably be required by the Exchange Agent or ParentAgent, the holder of such Shares Certificate shall be entitled to receive in exchange therefor that (A) one or more shares of Qwest Common Stock representing, in the aggregate, the whole number of whole shares of Parent Common Stock that such holder has the right to receive pursuant to Section 1.8 (after taking into account all Shares surrendered shares of LCI Common Stock then held by such holder) and (B) a check in the amount equal to the cash that such holder has the right to receive pursuant to the provisions of this Article II, including cash in lieu of any fractional shares of Qwest Common Stock pursuant to Section 2.5. No interest will be paid or will accrue on any cash payable pursuant to Section 2.3 or Section 2.5. In the event of a transfer of ownership of LCI Common Stock which is not registered in the transfer records of LCI, one or more shares of Qwest Common Stock evidencing, in the aggregate, the proper number of shares of Qwest Common Stock, a check in the proper amount of cash in lieu of any fractional shares of Qwest Common Stock pursuant to Section 2.5 and any dividends or other distributions to which such holder is entitled pursuant to Section 2.1 (which shall 2.3, may be in uncertificated book entry form unless a physical certificate is affirmatively requested), payment by cash or check in lieu of fractional shares of Parent Common Stock which such holder is entitled to receive pursuant to Section 2.1(d) and any dividends or distributions payable pursuant to Section 2.2(c), and the Shares so surrendered shall forthwith be cancelled. If any portion of the Merger Consideration is to be registered in the name of a person other than the person in whose name the applicable surrendered Share is registered, it shall be a condition to the registration thereof that the surrendered Share be in proper form for transfer and that the person requesting such delivery of the Merger Consideration pay any and all transfer and other similar Taxes required to be paid as a result of such registration in the name of a person other than the registered holder of such Share or establish to the satisfaction of the Exchange Agent that such Taxes have been paid or are not payable. Until surrendered as contemplated by this Section 2.2(b), each Share shall be deemed at any time after the Effective Time to represent only the right to receive the Merger Consideration (and any amounts to be paid pursuant to Section 2.1(d) or Section 2.2(c)) upon such surrender. No interest shall be paid or shall accrue on or issued with respect to such LCI Common Stock to such a transferee if the Merger Consideration or on or with respect Certificate representing such shares of LCI Common Stock is presented to the Exchange Agent, accompanied by all documents required to evidence and effect such transfer and to evidence that any amount payable pursuant to Section 2.1(d) or Section 2.2(c)applicable stock transfer taxes have been paid.

Exchange Procedures. As soon as reasonably practicable after the Effective Time and in any event not later than the fourth business day following the Effective Time, Parent shall cause the Exchange Agent to mail to each holder of record of Shares as of the Effective Time (i) a letter of transmittal (which shall specify that delivery shall be effected, and that risk of loss and title to the Shares shall pass, only upon delivery of the Shares to the Exchange Agent and which shall be in form and substance reasonably satisfactory to Parent and the Company) and (ii) instructions for use in effecting the surrender of the Shares in exchange for certificates representing whole shares of Parent Common Stock (or appropriate alternative arrangements made by Parent if uncertificated shares of Parent Common Stock will be issued), cash in lieu of any fractional shares of Parent Common Stock pursuant to Section 2.1(d) and any dividends or other distributions payable pursuant to Section 2.2(c). Exchange of any Shares held in book entry form shall be effected in accordance with the Exchange Agent’s customary procedures with respect to securities held in book entry form. Upon surrender of Shares a Certificate for cancellation to the Exchange Agent, together with such the letter of transmittal, transmittal referred to in Section 3.3(a) duly executed and completed and validly executed in accordance with the instructions thereto, and such other documents as may reasonably be required by the Exchange Agent or Parentits terms, the holder of such Shares Certificate shall be entitled to receive in exchange therefor (i) a certificate or certificates representing one or more Parent ADRs representing, in the aggregate, that whole number of Parent ADSs and/or that whole shares number of Parent Common Stock Ordinary Shares elected to be received in accordance with Section 3.3, (ii) the amount of dividends or other distributions, if any, with a record date on or after taking into account all Shares surrendered by the Effective Time which theretofore became payable with respect to such holderParent ADSs and Parent Ordinary Shares, and (iii) to which such holder is entitled pursuant to Section 2.1 (which shall be in uncertificated book entry form unless a physical certificate is affirmatively requested), payment by the cash or check amount payable in lieu of fractional shares of Parent Common Stock ADSs and Parent Ordinary Shares in accordance with Section 3.4(e), in each case which such holder is entitled has the right to receive pursuant to Section 2.1(d) and any dividends or distributions payable pursuant to Section 2.2(c)the provisions of this Article III, and the Shares Certificate so surrendered shall forthwith be cancelledcanceled. If In no event shall the holder of any portion of the Merger Consideration is Certificate be entitled to receive interest on any funds to be received in the Merger. In the event of a transfer of ownership of Company Common Stock which is not registered in the name of a person other than the person in whose name the applicable surrendered Share is registered, it shall be a condition to the registration thereof that the surrendered Share be in proper form for transfer and that the person requesting such delivery records of the Merger Consideration pay any and all transfer and other similar Taxes required Company, a certificate or certificates representing that whole number of Parent Ordinary Shares elected to be paid as a result of such registration received in accordance with Section 3.3 and/or one or more Parent ADRs representing, in the name aggregate, that whole number of Parent ADSs, plus the cash amount payable in lieu of fractional Parent Ordinary Shares and Parent ADSs in accordance with Section 3.4(e), may be issued to a person other than transferee if the registered holder of Certificate representing such Share or establish Company Common Stock is presented to the satisfaction of the Exchange Agent accompanied by all documents required to evidence and effect such transfer and by evidence that such Taxes any applicable stock transfer taxes have been paid or are not payablepaid. Until surrendered as contemplated by this Section 2.2(b3.4(b) and subject to Section 3.4(c), each Share shall be deemed at any time Certificate shall, after the Effective Time to Time, represent for all purposes only the right to receive the Merger Consideration (and any amounts to be paid pursuant to Section 2.1(d) or Section 2.2(c)) upon such surrender. No interest shall be paid or shall accrue on or with respect to whole number of Parent Ordinary Shares and/or Parent ADSs into which the Merger Consideration or on or with respect to any number of shares of Company Common Stock shown thereon have been converted as contemplated by this Article III plus the cash amount payable pursuant to in lieu of fractional Parent ADSs and Parent Ordinary Shares in accordance with Section 2.1(d3.4(e). Notwithstanding the foregoing, certificates representing Company Common Stock surrendered for exchange by any Person constituting an "Affiliate" of the Company for purposes of Section 6.16 shall not be exchanged until Parent has received an Affiliate Agreement (as defined in Section 6.16) or as provided in Section 2.2(c)6.16.

Exchange Procedures. As soon promptly as reasonably practicable after the Effective Time and in any event not later than the fourth business day following the Acquisition Merger Effective Time, Parent shall cause the Exchange Agent to shall mail to each holder of record of Shares as of a certificate or certificates (each, a “Certificate”) that immediately prior to the Reorganization Merger Effective Time represented outstanding shares of Ashland Common Stock (other than holders of Dissenters’ Shares), (i) a letter of transmittal (which shall specify that delivery shall be effected, and that risk of loss and title to the Shares Certificate or Certificates shall pass, only upon delivery of the Shares Certificate or Certificates to the Exchange Agent and which shall be in such form and substance have such other provisions as New Ashland Inc. and Marathon may reasonably satisfactory to Parent and the Companyspecify) and (ii) instructions for use in effecting the surrender of the Shares Certificate or Certificates in exchange for certificates representing whole shares of Parent Common Stock (or appropriate alternative arrangements made by Parent if uncertificated shares of Parent Common Stock will be issued), cash in lieu of any fractional shares of Parent Common Stock pursuant to Section 2.1(d) and any dividends or other distributions payable pursuant to Section 2.2(c). Exchange of any Shares held in book entry form shall be effected in accordance with the Exchange Agent’s customary procedures with respect to securities held in book entry formAcquisition Merger Consideration. Upon surrender of Shares a Certificate or Certificates for cancellation cancelation to the Exchange AgentAgent or, following termination of the Exchange Fund pursuant to Section 5.01(f), New Ashland Inc., together with such letter of transmittal, duly executed and completed and validly executed in accordance with the instructions thereto, and such other documents as may reasonably be required by the Exchange Agent or ParentNew Ashland Inc., as applicable, the holder of such Shares Certificate or Certificates shall be entitled to receive in exchange therefor (i) a certificate or certificates representing the number of shares of New Ashland Inc. Common Stock that such holder has the right to receive pursuant to the provisions of Section 4.03 and this Article V, (ii) a certificate or certificates representing that number of whole shares of Parent Marathon Common Stock (after taking into account all Shares surrendered by such holder) to which that such holder is entitled has the right to receive pursuant to the provisions of Section 2.1 4.03 and this Article V, (which shall be in uncertificated book entry form unless a physical certificate is affirmatively requested), payment by iii) cash or check in lieu of fractional shares of Parent Marathon Common Stock which that such holder is entitled has the right to receive pursuant to Section 2.1(d5.01(e) and (iv) any dividends or other distributions payable such holder has the right to receive pursuant to Section 2.2(c5.01(c), and the Shares Certificate or Certificates so surrendered shall forthwith be cancelledcanceled. If any portion In the event of the Merger Consideration a transfer of ownership of Ashland Common Stock or HoldCo Common Stock that is to be not registered in the name transfer records of Ashland or HoldCo, (i) a certificate or certificates representing the appropriate number of shares of New Ashland Inc. Common Stock and (ii) a certificate or certificates representing the appropriate number of shares of Marathon Common Stock, together with a check for cash to be paid in lieu of fractional shares, may be issued and paid to a person other than the person in whose name the applicable Certificate or Certificates so surrendered Share is registered, it if such Certificate or Certificates shall be a condition to the registration thereof that the surrendered Share properly endorsed or otherwise be in proper form for transfer and that the person requesting such delivery issuance and payment shall pay any transfer or other Taxes required by reason of the Merger Consideration pay any issuance of shares of New Ashland Inc. Common Stock and all transfer and other similar Taxes required Marathon Common Stock to be paid as a result of such registration in the name of a person other than the registered holder of such Share Certificate or Certificates or establish to the satisfaction of the Exchange Agent New Ashland Inc. that such Taxes have Tax has been paid or are is not payableapplicable. Until surrendered as contemplated by this Section 2.2(b)5.01, each Share Certificate shall be deemed at any time after the Acquisition Merger Effective Time to represent only the right to receive the upon such surrender Acquisition Merger Consideration (and any amounts to be paid pursuant to as contemplated by this Section 2.1(d) or Section 2.2(c)) upon such surrender5.01. No interest shall be paid or shall accrue on any cash in lieu of fractional shares or with respect to the Merger Consideration accrued and unpaid dividends or on or with respect to distributions, if any, payable upon surrender of any amount payable pursuant to Section 2.1(d) or Section 2.2(c)Certificate.

Exchange Procedures. As soon as reasonably practicable Promptly after the Effective Time and in any event not later than the fourth business day following the Effective Time, Parent shall cause instruct the Exchange Agent to mail to each holder of record of Shares as of a certificate or certificates ("CERTIFICATES") that immediately prior to the Effective Time represented outstanding shares of Company Common Stock whose shares were converted into shares of Parent Common Stock pursuant to Section 1.6, (i) a letter of transmittal in customary form (which that shall specify that delivery shall be effected, and that risk of loss and title to the Shares Certificates shall pass, only upon proper delivery of the Shares Certificates to the Exchange Agent and which shall be in form and substance contain such other provisions as Parent may reasonably satisfactory to Parent and the Companyspecify) and (ii) instructions for use in effecting the surrender of the Shares Certificates in exchange for certificates representing whole shares of Parent Common Stock (or appropriate alternative arrangements made by Parent if uncertificated shares of Parent Common Stock will be issued), cash in lieu of any fractional shares of Parent Common Stock pursuant to Section 2.1(d) and any dividends or other distributions payable pursuant to Section 2.2(c). Exchange of any Shares held in book entry form shall be effected in accordance with the Exchange Agent’s customary procedures with respect to securities held in book entry formStock. Upon surrender of Shares Certificates for cancellation to the Exchange Agent, Agent together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, and such other documents as may reasonably be required by the Exchange Agent or Parent, the holder holders of such Shares Certificates shall be entitled to receive in exchange therefor that certificates representing the number of whole shares of Parent Common Stock (after taking into account all Shares surrendered by such holder) to which such holder is entitled pursuant to Section 2.1 (which shall be in uncertificated book entry form unless a physical certificate is affirmatively requested)their shares of Company Common Stock were converted at the Effective Time, payment by cash or check in lieu of fractional shares of Parent Common Stock which that such holder is entitled holders have the right to receive pursuant to Section 2.1(d1.7(e) and any dividends or 12 distributions payable pursuant to Section 1.7(d), and the Certificates so surrendered shall forthwith be canceled. Until so surrendered, outstanding Certificates will be deemed from and after the Effective Time, for all corporate purposes, to evidence only the ownership of the number of full shares of Parent Common Stock into which such shares of Company Common Stock shall have been so converted and the right to receive an amount in cash in lieu of the issuance of any fractional shares in accordance with Section 1.7(e) and any dividends or distributions payable pursuant to Section 2.2(c1.7(d), and . No interest will be paid or accrued on any cash in lieu of fractional shares of Parent Common Stock or on any unpaid dividends or distributions payable to holders of Certificates. In the Shares so surrendered shall forthwith be cancelled. If any portion event of the Merger Consideration a transfer of ownership of shares of Company Common Stock that is to be not registered in the name transfer records of Company, a person other than certificate representing the person in whose name proper number of shares of Parent Common Stock may be issued to a transferee if the applicable surrendered Share Certificate representing such shares of Company Common Stock is registered, it shall be a condition presented to the registration thereof that the surrendered Share be 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 delivery of the Merger Consideration pay any and all applicable stock transfer and other similar Taxes required to be paid as a result of such registration in the name of a person other than the registered holder of such Share or establish to the satisfaction of the Exchange Agent that such Taxes taxes have been paid or are not payable. Until surrendered as contemplated by this Section 2.2(b), each Share shall be deemed at any time after the Effective Time to represent only the right to receive the Merger Consideration (and any amounts to be paid pursuant to Section 2.1(d) or Section 2.2(c)) upon such surrender. No interest shall be paid or shall accrue on or with respect to the Merger Consideration or on or with respect to any amount payable pursuant to Section 2.1(d) or Section 2.2(c)paid.

Exchange Procedures. As soon promptly as reasonably practicable after the Effective Time and in any event not later than the fourth business day following the Effective Time, Parent shall cause the Exchange Agent to mail to each holder of record (i) a certificate or certificates (the “Certificates”) or (ii) non-certificated shares of Shares as of Company Common Stock represented by book-entry (“Book Entry Shares”) which in each case immediately prior to the Effective Time represented: (1) outstanding shares of Company Common Stock that were converted into the right to receive Merger Consideration pursuant to this Article I; or (2) outstanding Exchangeable Shares that were redeemed or exchanged for shares of Company Common Stock in connection with the Redemption or the Exchange, as the case may be, and such shares of Company Common Stock were subsequently converted into the right to receive Merger Consideration pursuant to this Article I: (i) a letter of transmittal (which shall specify that delivery shall be effected, and that risk of loss and title to the Certificates or Book Entry Shares shall pass, only upon delivery of the Certificates or Book Entry Shares to the Exchange Agent and which shall be in customary form and substance have such other provisions as Parent may reasonably satisfactory to Parent specify and the CompanyCompany shall reasonably approve prior to the Effective Time) and (ii) instructions for use in effecting the surrender of the Certificates or Book Entry Shares in exchange for the right to receive either, but not a combination of, (x) certificates representing whole shares of Parent Common Stock Ordinary Shares or (or appropriate alternative arrangements made by Parent if uncertificated shares of Parent Common Stock will be issuedy) the Cash Consideration, in each case determined in accordance with Section 1.6(a), and cash in lieu of any fractional shares of Parent Common Stock pursuant to Section 2.1(d1.6(f) and any dividends or other distributions payable pursuant to Section 2.2(c1.8(e). Exchange of any Shares held in book entry form shall be effected in accordance with the Exchange Agent’s customary procedures with respect to securities held in book entry form. Upon surrender of Certificates or Book Entry Shares for cancellation to the Exchange AgentAgent or to such other agent or agents as may be appointed by Parent (with appropriate notice of such appointment having been provided to such holders of record), together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, thereto and such other documents as may reasonably be required by the Exchange Agent or ParentAgent, the holder of such Certificates or Book Entry Shares shall be entitled to receive in exchange therefor that share certificate(s) representing the number of whole shares of Parent Common Stock (after taking into account all Ordinary Shares surrendered by such holder) to which such holder is entitled pursuant to Section 2.1 (which shall be in uncertificated book entry form unless a physical certificate is affirmatively requested1.6(a), if any, any payment by cash or check in lieu of fractional shares of Parent Common Stock the Cash Consideration which such holder is entitled to receive pursuant to Section 2.1(d1.6(a) and any payment in lieu of fractional shares which such holder has the right to receive pursuant to Section 1.6(f) and any dividends or distributions payable pursuant to Section 2.2(c1.8(e), in each case after taking into account all Certificates or Book Entry Shares surrendered by such holder and such holder’s Election, and the Certificates or Book Entry Shares so surrendered shall forthwith be cancelled. If any portion of the Merger Consideration is to be registered in the name of a person other than the person in whose name the applicable surrendered Share is registered, it shall be a condition to the registration thereof that the surrendered Share be in proper form for transfer and that the person requesting such delivery of the Merger Consideration pay any and all transfer and other similar Taxes required to be paid as a result of such registration in the name of a person other than the registered holder of such Share or establish to the satisfaction of the Exchange Agent that such Taxes have been paid or are not payablecanceled. Until surrendered as contemplated by this Section 2.2(b)so surrendered, each Share shall outstanding Certificates or Book Entry Shares will be deemed at any time from and after the Effective Time Time, for all corporate purposes, to represent only evidence the right to receive such whole number of Parent Ordinary Shares into which such shares of Company Common Stock shall have been so converted in accordance with Section 1.6(a), the Merger right to receive payment of the Cash Consideration (in accordance with Section 1.6(a) and the right to receive an amount in cash in lieu of the issuance of any fractional shares in accordance with Section 1.6(f) and any amounts to be paid pursuant to Section 2.1(d) dividends or Section 2.2(c)) upon such surrender. No interest shall be paid or shall accrue on or with respect to the Merger Consideration or on or with respect to any amount distributions payable pursuant to Section 2.1(d) 1.8(e). If a holder that is entitled to receive both Cash Consideration and Stock Consideration in respect of Company Common Stock held by such owner immediately prior to the Effective Time surrenders Certificates or Section 2.2(c)Book Entry Shares representing fewer than all of such Company Common Stock, such holder will receive both Cash Consideration and Stock Consideration in proportion to the relative amounts of Cash Consideration and Stock Consideration it is entitled to receive for all of the Company Common Stock it held immediately prior to the Effective Time.

Exchange Procedures. (i) As soon promptly as reasonably practicable after following the Parent Merger Effective Time and (but in any no event not later than the fourth business day following the Effective Timetwo (2) Business Days thereafter), Parent MAA shall cause the Exchange Agent to mail (and to make available for collection by hand) to each holder of record of Shares as of the Effective Time a Certificate or Book-Entry Share (iA) a letter of transmittal (a “Letter of Transmittal”) which shall specify that delivery shall be effected, and that risk of loss and title to the Certificates or Book-Entry Shares shall pass, pass only upon proper delivery of the Certificates or Book-Entry Shares (or affidavits of loss in lieu thereof) to the Exchange Agent and Agent, which Letter of Transmittal shall be in such form and substance have such other customary provisions as MAA and Colonial may reasonably satisfactory to Parent and the Company) agree upon, and (iiB) instructions for use in effecting the surrender of the Certificates or Book-Entry Shares in exchange for certificates representing whole shares the Merger Consideration into which the number of Parent Colonial Common Stock (Shares previously represented by such Certificate or appropriate alternative arrangements made by Parent if uncertificated shares of Parent Common Stock will be issued), cash in lieu of any fractional shares of Parent Common Stock Book-Entry Share shall have been converted pursuant to this Agreement, together with any amounts payable in respect of the Fractional Share Consideration in accordance with Section 2.1(d) 3.9 and any dividends or other distributions payable pursuant to Section 2.2(c). Exchange on shares of any Shares held in book entry form shall be effected MAA Common Stock in accordance with the Exchange Agent’s customary procedures with respect to securities held in book entry form. Section 3.5(d). (ii) Upon surrender of Shares for cancellation a Certificate or Book-Entry Share (or affidavit of loss in lieu thereof) to the Exchange Agent, together with such letter a Letter of transmittal, Transmittal duly completed and validly executed in accordance with the instructions thereto, and such other documents as may reasonably be required by the Exchange Agent or ParentAgent, the holder of such Shares Certificate or Book-Entry Share shall be entitled to receive in exchange therefor the Merger Consideration for each Colonial Common Share formerly represented by such Certificate or Book-Entry Share pursuant to the provisions of this Article III plus any Fractional Share Consideration that number such holder has the right to receive pursuant to the provisions of whole Section 3.9 and any amounts that such holder has the right to receive in respect of dividends or other distributions on shares of Parent MAA Common Stock in accordance with Section 3.5(d) to be mailed or delivered by wire transfer, within two (2) Business Days following the later to occur of (A) the Parent Merger 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 3.5, each Certificate and Book-Entry Share shall be deemed, at any time after taking into account all the Parent Merger Effective Time, to represent only the right to receive, upon such surrender, the Merger Consideration as contemplated by this Article III. No interest shall be paid or accrued for the benefit of holders of the Certificates or Book-Entry Shares surrendered by such holder) on the Merger Consideration or the Fractional Share Consideration payable upon the surrender of the Certificates or Book-Entry Shares and any distributions to which such holder is entitled pursuant to Section 2.1 3.5(d) hereof. (which shall be in uncertificated book entry form unless iii) In the event of a physical certificate transfer of ownership of Colonial Common Shares that is affirmatively requested), payment by cash or check in lieu of fractional shares of Parent Common Stock which such holder is entitled to receive pursuant to Section 2.1(d) and any dividends or distributions payable pursuant to Section 2.2(c), and the Shares so surrendered shall forthwith be cancelled. If any portion of the Merger Consideration is to be not registered in the name transfer records of a person other than the person in whose name the applicable surrendered Share is registeredColonial, it shall be a condition to of payment that any Certificate or Book-Entry Share surrendered in accordance with the registration thereof that the surrendered Share procedures set forth in this Section 3.5(c) shall be properly endorsed or shall be otherwise in proper form for transfer transfer, and that the person Person requesting such delivery payment shall have paid any transfer Taxes and other Taxes required by reason of the payment of the Merger Consideration pay any and all transfer and other similar Taxes required to be paid as a result of such registration in the name of a person Person other than the registered holder of such the Certificate or Book-Entry Share surrendered or establish shall have established to the reasonable satisfaction of the Exchange Agent MAA that such Taxes have Tax either has been paid or are is not payable. Until surrendered as contemplated by this Section 2.2(b), each Share shall be deemed at any time after the Effective Time to represent only the right to receive the Merger Consideration (and any amounts to be paid pursuant to Section 2.1(d) or Section 2.2(c)) upon such surrender. No interest shall be paid or shall accrue on or with respect to the Merger Consideration or on or with respect to any amount payable pursuant to Section 2.1(d) or Section 2.2(c)applicable.

Exchange Procedures. As soon as reasonably practicable after the Effective Time and in any event not later than the fourth business day following the Effective Time, Parent the Surviving Corporation shall cause the Exchange Agent to mail to each holder of record of Shares as of a Certificate immediately prior to the Effective Time (i) whose shares are converted pursuant to this Article II into the right to receive Parent Ordinary Shares or Parent ADSs a letter of transmittal (which shall specify that delivery shall be effected, and that risk of loss and title to the Shares Certificates shall pass, only upon delivery of the Shares Certificates to the Exchange Agent and which shall be in such form and substance have such other provisions as the Surviving Corporation or Parent may reasonably satisfactory to Parent and the Companyspecify) and (ii) providing instructions for use in effecting the surrender of the Shares Certificates in exchange for certificates representing whole shares of Parent Common Stock (ADRs which represent Parent ADSs or appropriate alternative arrangements made by Parent if uncertificated shares of Parent Common Stock will be issued), Ordinary Shares and cash in lieu of any fractional shares of Parent Common Stock pursuant to Section 2.1(d) and any dividends ADSs or other distributions payable pursuant to Section 2.2(c). Exchange of any Shares held in book entry form shall be effected in accordance with the Exchange Agent’s customary procedures with respect to securities held in book entry formParent Ordinary Shares. Upon surrender of Shares a Certificate for cancellation to the Exchange Agent, together with such letter of transmittal, transmittal duly executed and completed and validly executed in accordance with the instructions thereto, and such other documents as may reasonably be required by the Exchange Agent or Parentits terms, the holder of such Shares Certificate shall be entitled to receive in exchange therefor (i) a certificate or certificates representing one or more Parent ADRs representing, in the aggregate, that whole number of Parent ADSs and/or that whole shares number of Parent Common Stock Ordinary Shares elected to be received in accordance with Section 2.6, (ii) the amount of dividends or other distributions, if any, with a record date on or after taking into account all Shares surrendered by the Effective Time which theretofore became payable with respect to such holderParent ADSs and Parent Ordinary Shares, and (iii) to which such holder is entitled pursuant to Section 2.1 (which shall be in uncertificated book entry form unless a physical certificate is affirmatively requested), payment by the cash or check amount payable in lieu of fractional shares of Parent Common Stock ADSs and Parent Ordinary Shares in accordance with Section 2.7(e), in each case which such holder is entitled has the right to receive pursuant to Section 2.1(d) and any dividends or distributions payable pursuant to Section 2.2(c)the provisions of this Article II, and the Shares Certificate so surrendered shall forthwith be cancelledcanceled. If In no event shall the holder of any portion of the Merger Consideration is Certificate be entitled to receive interest on any funds to be received in the Merger. In the event of a transfer of ownership of Company Common Stock which is not registered in the name of a person other than the person in whose name the applicable surrendered Share is registered, it shall be a condition to the registration thereof that the surrendered Share be in proper form for transfer and that the person requesting such delivery records of the Merger Consideration pay any and all transfer and other similar Taxes required Company, a certificate or certificates representing that whole number of Parent Ordinary Shares elected to be paid as a result of such registration received in accordance with Section 2.6 and/or one or more Parent ADRs representing, in the name aggregate, that whole number of Parent ADSs, plus the cash amount payable in lieu of fractional Parent Ordinary Shares and Parent ADSs in accordance with Section 2.7(e), may be issued to a person other than transferee if the registered holder of Certificate representing such Share or establish Company Common Stock is presented to the satisfaction of the Exchange Agent accompanied by all documents required to evidence and effect such transfer and by evidence that such Taxes any applicable stock transfer taxes have been paid or are not payablepaid. Until surrendered as contemplated by this Section 2.2(b2.7(b) and subject to Section 2.7(c), each Share shall be deemed at any time Certificate shall, after the Effective Time to Time, represent for all purposes only the right to receive the Merger Consideration (and any amounts to be paid pursuant to Section 2.1(d) or Section 2.2(c)) upon such surrender. No interest shall be paid or shall accrue on or with respect to whole number of Parent Ordinary Shares and/or Parent ADSs into which the Merger Consideration or on or with respect to any number of shares of Company Common Stock shown thereon have been converted as contemplated by this Article II plus the cash amount payable pursuant to in lieu of fractional Parent ADSs and Parent Ordinary Shares in accordance with Section 2.1(d2.7(e). Notwithstanding the foregoing, certificates representing Company Common Stock surrendered for exchange by any Person constituting an "Affiliate" of the Company for purposes of Section 7.4 shall not be exchanged until Parent has received an Affiliate Agreement (as defined in Section 7.4) or as provided in Section 2.2(c)7.4.

Exchange Procedures. As soon as reasonably practicable Promptly after the Effective Time (and in any no event not later than the fourth business day following the Effective Timefive (5) Business Days thereafter), Parent or the Surviving Corporation shall cause the Exchange Paying Agent to mail to each holder of record of a Certificate or Book-Entry Shares as of which immediately prior to the Effective Time represented outstanding shares of Company Common Stock whose shares were converted pursuant to Section 2.1(c) into the right to receive the Merger Consideration, (i) a letter of transmittal (which shall specify that delivery shall be effected, and that risk of loss and title to the Shares Certificates or Book-Entry Shares, as applicable, shall pass, only upon delivery surrender of the Certificates (or affidavits of loss in lieu thereof pursuant to Section 2.2(g) hereof) or Book-Entry Shares to the Exchange Paying Agent and which shall be in such form and substance reasonably satisfactory have such other provisions (including customary provisions with respect to delivery of an “agent’s message” with respect to Book-Entry Shares) as Parent and the Company) Company may mutually agree or the Paying Agent may reasonably specify), and (ii) instructions for use in effecting the surrender of the Certificates or Book-Entry Shares in exchange for certificates representing whole shares of Parent Common Stock (or appropriate alternative arrangements made by Parent if uncertificated shares of Parent Common Stock will be issued), cash in lieu of any fractional shares of Parent Common Stock pursuant to Section 2.1(d) and any dividends or other distributions payable pursuant to Section 2.2(c). Exchange of any Shares held in book entry form shall be effected in accordance with the Exchange Agent’s customary procedures with respect to securities held in book entry formMerger Consideration. Upon surrender of Shares for cancellation to the Exchange Agent, a Certificate together with such letter of transmittal, transmittal duly completed and validly executed in accordance with the instructions thereto, and such other documents as may reasonably be required by the Exchange Agent pursuant to such instructions or Parentreceipt of an “agent’s message” with respect to a Book-Entry Share, the holder of such Shares Certificate or such Book-Entry Share shall be entitled to receive in exchange therefor that number cash equal to the Merger Consideration payable in respect of whole the shares of Parent Company Common Stock (after taking into account all Shares surrendered previously represented by such holder) to which Certificate or such holder is entitled pursuant to Section 2.1 (which Book-Entry Share, and the Certificate or Book-Entry Share so surrendered shall immediately be in uncertificated book entry form unless cancelled. In the event of a physical certificate is affirmatively requested), payment by cash or check in lieu transfer of fractional shares ownership of Parent Company Common Stock which such holder is entitled to receive pursuant to Section 2.1(d) and any dividends or distributions payable pursuant to Section 2.2(c), and the Shares so surrendered shall forthwith be cancelled. If any portion of the Merger Consideration is to be not registered in the name transfer records of Company, payment may be made to a person Person other than the person Person in whose name the applicable Certificate or Book-Entry Share so surrendered Share is registered, it shall be a condition if such Certificate or such Book-Entry Share is presented to the registration thereof that the surrendered Share be in proper form for Paying Agent, accompanied by all documents reasonably required to evidence and effect such transfer and by evidence that the person requesting such delivery of the Merger Consideration pay any and all applicable stock transfer and other similar Taxes required to be paid as a result of such registration in the name of a person other than the registered holder of such Share or establish to the satisfaction of the Exchange Agent that such Taxes taxes have been paid or are not payablepaid. Until surrendered as contemplated by this Section 2.2(b)2.2, each Share Certificate or Book-Entry Share, as applicable, shall be deemed at any time after the Effective Time to represent only the right to receive receive, upon such surrender the Merger Consideration (and any amounts to be paid pursuant to Section 2.1(d) or Section 2.2(c)) upon such surrenderConsideration. No interest shall be paid or shall accrue on any cash payable upon surrender of any Certificate or with respect to the Merger Consideration or on or with respect to any amount payable pursuant to Section 2.1(d) or Section 2.2(c)Book-Entry Share.

Exchange Procedures. As soon The Surviving Corporation shall cause the Exchange Agent, as reasonably promptly as practicable after the Effective Time and in any event not later than the fourth business day following the Effective Time, Parent shall cause the Exchange Agent to mail to each holder of record of Shares as of the Effective Time a Certificate (i) a letter of transmittal (which shall specify that delivery shall be effected, and that risk of loss and title to the Shares Certificates shall pass, only upon proper delivery of the Shares Certificates to the Exchange Agent Agent, and which letter shall be in customary form and substance have such other provisions as Dianon may reasonably satisfactory to Parent and the Company) specify and (ii) instructions for use in effecting the surrender of the Shares such Certificates in exchange for certificates representing whole shares of Parent Common Stock (or appropriate alternative arrangements made by Parent if uncertificated shares of Parent Common Stock will be issued), cash in lieu of any fractional shares of Parent Common Stock pursuant to Section 2.1(d) and any dividends or other distributions payable pursuant to Section 2.2(c). Exchange of any Shares held in book entry form shall be effected in accordance with the Exchange Agent’s customary procedures with respect to securities held in book entry formapplicable Merger Consideration. Upon surrender of Shares for cancellation a Certificate to the Exchange Agent, Agent together with such letter of transmittal, duly executed and completed and validly executed in accordance with the instructions thereto, and such other documents as may reasonably be required by the Exchange Agent or ParentAgent, the holder of such Shares Certificate shall be entitled to receive in exchange therefor that (A) one or more shares of Dianon Common Stock (which shall be in uncertificated book-entry form unless a physical certificate is requested) representing, in the aggregate, the whole number of whole shares of Parent Common Stock that such holder has the right to receive pursuant to Section 1.7 (after taking into account all Shares surrendered shares of UroCor Common Stock then held by such holder) and (B) a check in the amount equal to the cash that such holder has the right to receive pursuant to the provisions of this Article II, including cash in lieu of any fractional shares of Dianon Common Stock pursuant to Section 2.5 and dividends and other distributions pursuant to Section 2.3, and in each case the Certificate so surrendered shall forthwith be cancelled. No interest will be paid or will accrue on any cash payable pursuant to Section 2.3 or Section 2.5. In the event of a transfer of ownership of UroCor Common Stock which is not registered in the transfer records of UroCor, one or more shares of Dianon Common Stock evidencing, in the aggregate, the proper number of shares of Dianon Common Stock and a check in the proper amount of cash in lieu of any fractional shares of Dianon Common Stock pursuant to Section 2.5 and any dividends or other distributions to which such holder is entitled pursuant to Section 2.1 (which shall 2.3, may be in uncertificated book entry form unless issued with respect to such UroCor Common Stock to such a physical certificate is affirmatively requested), payment by cash or check in lieu of fractional transferee if the Certificate representing such shares of Parent UroCor Common Stock which such holder is entitled to receive pursuant to Section 2.1(d) and any dividends or distributions payable pursuant to Section 2.2(c), and the Shares so surrendered shall forthwith be cancelled. If any portion of the Merger Consideration is to be registered in the name of a person other than the person in whose name the applicable surrendered Share is registered, it shall be a condition presented to the registration thereof that the surrendered Share be in proper form for Exchange Agent, accompanied by all documents required to evidence and effect such transfer and to evidence that the person requesting such delivery of the Merger Consideration pay any and all applicable stock transfer and other similar Taxes required to be taxes have been paid as a result of such registration in the name of a person other than the registered holder of such Share or establish to the satisfaction of the Exchange Agent that such Taxes have been paid or are not payable. Until surrendered as contemplated by this Section 2.2(b), each Share shall be deemed at any time after the Effective Time to represent only the right to receive the Merger Consideration (and any amounts to be paid pursuant to Section 2.1(d) or Section 2.2(c)) upon such surrender. No interest shall be paid or shall accrue on or with respect to the Merger Consideration or on or with respect to any amount payable pursuant to Section 2.1(d) or Section 2.2(c)may require.

Exchange Procedures. As soon promptly as reasonably practicable after the Effective Time and in any event not later than the fourth business day following the Effective Time, Parent shall cause the Exchange Agent to mail to each holder of record of Shares as of a certificate or certificates which immediately prior to the Effective Time represented outstanding Shares (the "Certificates") (i) a letter of transmittal (which shall be in customary form and shall specify that delivery shall be effected, and that risk of loss and title to the Shares Certificates shall pass, only upon proper delivery of the Shares Certificates to the Exchange Agent and which shall be in form and substance reasonably satisfactory to Parent and the CompanyAgent) and (ii) instructions for use in effecting the surrender of the Shares Certificates in exchange for certificates representing whole shares of Parent Class B Common Stock (Shares, together with any dividends or appropriate alternative arrangements made by Parent if uncertificated shares of Parent Common Stock will be issued)distributions with respect thereto, and any cash in lieu of any fractional shares of Parent Common Stock pursuant to Section 2.1(d) and any dividends or other distributions payable pursuant to Section 2.2(c). Exchange of any Shares held in book entry form shall be effected in accordance with the Exchange Agent’s customary procedures with respect to securities held in book entry formshares. Upon surrender of Shares for cancellation to the Exchange AgentAgent of a Certificate for exchange and cancellation, together with such letter of transmittal, duly executed and completed and validly executed in accordance with the instructions thereto, and such other documents as may reasonably be required by the Exchange Agent or Parentpursuant to such instructions, the holder of such Shares Certificate shall be entitled to receive in exchange therefor a certificate representing that number of whole shares Parent Class B Common Shares which such holder has the right to receive in respect of Parent Common Stock the Shares formerly represented by such Certificate (after taking into account all Shares surrendered then held by such holder) ), cash in lieu of any fractional Parent Class B Common Shares to which such holder is entitled pursuant to Section 2.1 (which shall be in uncertificated book entry form unless a physical certificate is affirmatively requested), payment by cash 2.02(e) and any dividends or check in lieu of fractional shares of Parent Common Stock other distributions to which such holder is entitled to receive pursuant to Section 2.1(d2.02(c), and the Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of Shares which is not registered in the transfer records of the Company, a certificate representing the proper number of Parent Class B Common Shares, cash in lieu of any fractional Parent Class B Common Shares to which such holder is entitled pursuant to Section 2.02(e) and any dividends or other distributions payable to which such holder is entitled pursuant to Section 2.2(c2.02(c), and may be issued to a transferee if the Certificate representing such Shares so surrendered shall forthwith be cancelled. If any portion of the Merger Consideration is to be registered in the name of a person other than the person in whose name the applicable surrendered Share is registered, it shall be a condition presented to the registration thereof that the surrendered Share be in proper form for Exchange Agent, accompanied by all documents required to evidence and effect such transfer and that the person requesting such delivery of the Merger Consideration pay any and all transfer and other similar Taxes required to be paid as a result of such registration in the name of a person other than the registered holder of such Share or establish by evidence satisfactory to the satisfaction of the Exchange Agent Surviving Corporation that such Taxes any applicable share transfer taxes have been paid or are not payablepaid. Until surrendered as contemplated by this Section 2.2(b)2.02, each Share Certificate shall be deemed at any time all times after the Effective Time to represent only the right to receive the Merger Consideration (and any amounts to be paid pursuant to Section 2.1(d) or Section 2.2(c)) upon such surrender. No interest shall be paid or shall accrue on or with respect surrender the certificate representing Parent Class B Common Shares, cash in lieu of any fractional Parent Class B Common Shares to the Merger Consideration or on or with respect to any amount payable which such holder is entitled pursuant to Section 2.1(d) or Section 2.2(c).to

Exchange Procedures. As soon as reasonably practicable after the Effective Time and in any event not later than the fourth business day following the Effective Time, Parent shall cause the Exchange and Paying Agent to shall mail to each holder of record of Shares as of a certificate or certificates which immediately prior to the Effective Time represented outstanding NU Common Shares together with the associated NU Rights (the "Certificates") whose shares were converted into the right to receive the Merger Consideration pursuant to this Article II, (i) a letter of transmittal (which shall specify that delivery shall be effected, and that risk of loss and title to the Shares Certificates shall pass, only upon delivery of the Shares Certificates to the Exchange and Paying Agent and which shall be in such form and substance have such other provisions as CEI and NU may reasonably satisfactory to Parent and the Companyspecify) and (ii) instructions for use in effecting surrendering the surrender of the Shares Certificates in exchange for certificates representing whole shares of Parent Common Stock (or appropriate alternative arrangements made by Parent if uncertificated shares of Parent Common Stock the Merger Consideration. Appropriate adjustments to the exchange procedures set forth in this Section 2.04(b) will be issued), cash in lieu of any fractional shares of Parent Common Stock made to account for NU Shareholders who have previously submitted Certificates pursuant to Section 2.1(d) and any dividends or other distributions payable pursuant to Section 2.2(c2.02(b). Exchange of any Shares held in book entry form shall be effected in accordance with the Exchange Agent’s customary procedures with respect to securities held in book entry form. Upon surrender of Shares a Certificate for cancellation cancelation to the Exchange and Paying Agent, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions theretoexecuted, and such other documents as may reasonably be required by the Exchange Agent or Parentand Paying Agent, the holder of such Shares Certificate shall be entitled to receive and the Exchange and Paying Agent shall deliver, as the case may be, in exchange therefor (i) a certificate representing that number of whole shares of Parent Company Common Stock (after taking into account all Shares surrendered by such holder) to which such holder is entitled pursuant to together with certain dividends or other distributions in accordance with Section 2.1 (which shall be in uncertificated book entry form unless a physical certificate is affirmatively requested2.04(c), payment by cash or check in lieu of fractional shares in accordance with Section 2.04(e) and any cash payable pursuant to Section 2.03) that such holder has the right to receive or (ii) the amount of Parent Common Stock which cash that such holder is entitled to receive receive, in each case pursuant to Section 2.1(d) and any dividends or distributions payable pursuant to Section 2.2(c)the provisions of this Article II, and the Shares Certificate so surrendered shall forthwith be cancelledcanceled. If any portion In the event of a transfer of ownership of NU Common Shares and the Merger Consideration associated NU Rights that is to be not registered in the name transfer records of NU, a certificate representing the proper number of shares of Company Common Stock may be issued to a person other than the person in whose name the applicable Certificate so surrendered Share is registered, it registered if such Certificate shall be a condition to the registration thereof that the surrendered Share properly endorsed or otherwise be in proper form for transfer and that the person requesting such delivery issuance shall pay any transfer or other taxes required by reason of the Merger Consideration pay any and all transfer and other similar Taxes required issuance of shares of Company Common Stock to be paid as a result of such registration in the name of a person other than the registered holder of such Share Certificate or establish to the satisfaction of the Exchange Agent Company that such Taxes have tax has been paid or are is not payableapplicable. Until surrendered as contemplated by this Section 2.2(b)2.04, each Share Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration (and any amounts Consideration, which the holder thereof has the right to be paid receive in respect of such Certificate pursuant to the provisions of this Article II, certain dividends or other distributions in accordance with Section 2.1(d2.04(c) or and cash in lieu of any fractional shares of Company Common Stock in accordance with Section 2.2(c2.04(e)) upon such surrender. No interest shall be paid or shall will accrue on or with respect to the Merger Consideration or on or with respect any cash payable to any amount payable holders of Certificates pursuant to Section 2.1(d) or Section 2.2(c)the provisions of this Article II.

Exchange Procedures. As soon as reasonably practicable after the Effective Time and in any event not later than the fourth business day following the Effective Time, Parent shall cause the Exchange Agent to mail to each holder of record of Shares (as of the Effective Time) of a certificate or certificates (the “Certificates”), which immediately prior to the Effective Time represented outstanding shares of Company Common Stock or non-certificated shares of Company Common Stock represented by book entry (“Book Entry Shares”) whose shares were converted into the right to receive shares of Parent Common Stock pursuant to Section 1.6(a), cash in lieu of any fractional shares pursuant to Section 1.6(f) and any dividends or other distributions pursuant to Section 1.7(d): (i) a letter of transmittal in customary form (which shall specify that delivery shall be effected, and that risk of loss and title to the Shares Certificates shall pass, only upon delivery of the Certificates or Book Entry Shares to the Exchange Agent and which shall be in form and substance reasonably satisfactory to Parent and the CompanyAgent) and (ii) instructions for use in effecting the surrender of the Certificates or Book Entry Shares in exchange for certificates representing whole shares of Parent Common Stock (or appropriate alternative arrangements made by Parent if uncertificated shares of Parent Common Stock will be issued)Stock, cash in lieu of any fractional shares of Parent Common Stock pursuant to Section 2.1(d1.6(f) and any dividends or other distributions payable pursuant to Section 2.2(c1.7(d). Exchange of any Shares held in book entry form shall be effected in accordance with the Exchange Agent’s customary procedures with respect to securities held in book entry form. Upon surrender of Certificates or Book Entry Shares for cancellation to the Exchange Agent, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, thereto and such other documents as may reasonably be required by the Exchange Agent or ParentAgent, the holder of record of such Certificates or Book Entry Shares shall be entitled to receive in exchange therefor that the number of whole shares of Parent Common Stock (after taking into account all Certificates and Book Entry Shares surrendered by such holderholder of record) to which such holder is entitled pursuant to Section 2.1 1.6(a) (which shall which, at the election of Parent, may be in uncertificated book entry form unless a physical certificate is affirmatively requestedrequested by the holder of record or is otherwise required by applicable Legal Requirements (as defined in Section 2.2(e)), a cash payment by cash or check in lieu of fractional shares of Parent Common Stock which such holder is entitled has the right to receive pursuant to Section 2.1(d1.6(f) and a cash payment for any dividends or distributions payable pursuant to Section 1.7(d), and the Certificates and Book Entry Shares so surrendered shall forthwith be canceled. Until so surrendered, outstanding Certificates or Book Entry Shares will be deemed from and after the Effective Time, for all corporate purposes, to evidence the ownership of the number of full shares of Parent Common Stock into which such shares of Company Common Stock shall have been so converted and the right to receive an amount in cash in lieu of the issuance of any fractional shares in accordance with Section 1.6(f) and any dividends or distributions payable pursuant to Section 2.2(c), and the Shares so surrendered shall forthwith be cancelled. If any portion of the Merger Consideration is to be registered in the name of a person other than the person in whose name the applicable surrendered Share is registered, it shall be a condition to the registration thereof that the surrendered Share be in proper form for transfer and that the person requesting such delivery of the Merger Consideration pay any and all transfer and other similar Taxes required to be paid as a result of such registration in the name of a person other than the registered holder of such Share or establish to the satisfaction of the Exchange Agent that such Taxes have been paid or are not payable. Until surrendered as contemplated by this Section 2.2(b), each Share shall be deemed at any time after the Effective Time to represent only the right to receive the Merger Consideration (and any amounts to be paid pursuant to Section 2.1(d) or Section 2.2(c)) upon such surrender. No interest shall be paid or shall accrue on or with respect to the Merger Consideration or on or with respect to any amount payable pursuant to Section 2.1(d) or Section 2.2(c1.7(d).

Exchange Procedures. (a) As soon as reasonably practicable after the Effective Time and in any event not later than the fourth business day following the Effective Time, Parent the Surviving Corporation shall cause the Exchange Agent to mail to each holder of record of Shares as of the Effective Time a Certificate (i) a letter Letter of transmittal (Transmittal which shall specify that delivery shall be effected, and that risk of loss and title to the Shares Certificates shall pass, only upon proper delivery of the Shares Certificates to the Exchange Agent Agent, and which letter shall be in customary form and substance have such other provisions as Parent may reasonably satisfactory to Parent and the Company) specify and (ii) instructions for use in effecting the surrender of the Shares such Certificates (or effective affidavits of loss in lieu thereof) in exchange for certificates representing whole shares of Parent Common Stock (or appropriate alternative arrangements made by Parent if uncertificated shares of Parent Common Stock will be issued), cash in lieu of any fractional shares of Parent Common Stock pursuant to Section 2.1(d) and any dividends or other distributions payable pursuant to Section 2.2(c). Exchange of any Shares held in book entry form shall be effected in accordance with the Exchange Agent’s customary procedures with respect to securities held in book entry formMerger Consideration. Upon surrender of Shares for cancellation a Certificate to the Exchange Agent, Agent together with such letter Letter of transmittalTransmittal, duly executed and completed and validly executed in accordance with the instructions thereto, and such other documents as may reasonably be required by the Exchange Agent or ParentAgent, the holder of such Shares Certificate shall be entitled to receive in exchange therefor that number of whole (A) one or more shares of Parent Common Stock (after taking into account all Shares surrendered by such holder) to which such holder is entitled pursuant to Section 2.1 (which shall be in uncertificated book book-entry form unless a physical certificate is affirmatively requested)) representing, payment in the aggregate, the whole number of shares that such holder has the right to receive pursuant to Section 1.8 (after taking into account all shares of Company Common Stock then held by cash such holder) and (B) one or check more shares of Parent Common Stock (which shall be in uncertificated book-entry form unless a physical certificate is requested) representing, in the aggregate, the whole number of shares that such holder has the right to receive in lieu of any fractional shares of Parent Common Stock which pursuant to Section 2.4. Notwithstanding anything contained in this Agreement to the contrary, no holders of Book-Entry Shares shall be required to deliver a Certificate or an executed Letter of Transmittal to the Exchange Agent to receive the Merger Consideration that such holder is entitled to receive pursuant to Section 2.1(dthis Agreement. (b) and No interest will be paid or will accrue on any dividends or distributions cash payable pursuant to Section 2.2(c2.2(d). (c) In the event of a transfer of ownership of a Certificate representing Company Common Stock that is not registered in the stock transfer records of the Company, and the Shares so surrendered shall forthwith be cancelled. If any portion of the Merger Consideration is shall be issued or paid in exchange therefor to be registered in the name of a person Person other than the person Person in whose name the applicable Certificate so surrendered Share is registered, it shall be a condition to registered if the registration thereof that the surrendered Share be Certificate formerly representing such Company Common Stock is properly endorsed or otherwise in proper form for transfer and that the person Person requesting such delivery of the Merger Consideration pay payment or issuance pays any and all transfer and or other similar Taxes required by reason of the payment or issuance to be paid as a result of such registration in the name of a person Person other than the registered holder of such Share the Certificate or establish to the satisfaction of Parent that the Exchange Agent that such Taxes have Tax has been paid or are is not payable. Until surrendered as contemplated by this Section 2.2(b), each Share shall be deemed at any time after the Effective Time to represent only the right to receive the Merger Consideration (and any amounts to be paid pursuant to Section 2.1(d) or Section 2.2(c)) upon such surrender. No interest shall be paid or shall accrue on or with respect to the Merger Consideration or on or with respect to any amount payable pursuant to Section 2.1(d) or Section 2.2(c)applicable.

Exchange Procedures. As soon promptly as reasonably practicable after the Effective Time and in any event not later than the fourth business day following the Acquisition Merger Effective Time, Parent shall cause the Exchange Agent to shall mail to each holder of record of Shares as of a certificate or certificates (each, a "Certificate") that immediately prior to the Reorganization Merger Effective Time represented outstanding shares of Ashland Common Stock (other than holders of Dissenters' Shares), (i) a letter of transmittal (which shall specify that delivery shall be effected, and that risk of loss and title to the Shares Certificate or Certificates shall pass, only upon delivery of the Shares Certificate or Certificates to the Exchange Agent and which shall be in such form and substance have such other provisions as New Ashland Inc. and Marathon may reasonably satisfactory to Parent and the Companyspecify) and (ii) instructions for use in effecting the surrender of the Shares Certificate or Certificates in exchange for certificates representing whole shares of Parent Common Stock (or appropriate alternative arrangements made by Parent if uncertificated shares of Parent Common Stock will be issued), cash in lieu of any fractional shares of Parent Common Stock pursuant to Section 2.1(d) and any dividends or other distributions payable pursuant to Section 2.2(c). Exchange of any Shares held in book entry form shall be effected in accordance with the Exchange Agent’s customary procedures with respect to securities held in book entry formAcquisition Merger Consideration. Upon surrender of Shares a Certificate or Certificates for cancellation cancelation to the Exchange AgentAgent or, following termination of the Exchange Fund pursuant to Section 5.01(f), New Ashland Inc., together with such letter of transmittal, duly executed and completed and validly executed in accordance with the instructions thereto, and such other documents as may reasonably be required by the Exchange Agent or ParentNew Ashland Inc., as applicable, the holder of such Shares Certificate or Certificates shall be entitled to receive in exchange therefor (i) a certificate or certificates representing the number of shares of New Ashland Inc. Common Stock that such holder has the right to receive pursuant to the provisions of Section 4.03 and this Article V, (ii) a certificate or certificates representing that number of whole shares of Parent Marathon Common Stock (after taking into account all Shares surrendered by such holder) to which that such holder is entitled has the right to receive pursuant to the provisions of Section 2.1 4.03 and this Article V, (which shall be in uncertificated book entry form unless a physical certificate is affirmatively requested), payment by iii) cash or check in lieu of fractional shares of Parent Marathon Common Stock which that such holder is entitled has the right to receive pursuant to Section 2.1(d5.01(e) and (iv) any dividends or other distributions payable such holder has the right to receive pursuant to Section 2.2(c5.01(c), and the Shares Certificate or Certificates so surrendered shall forthwith be cancelledcanceled. If any portion In the event of the Merger Consideration a transfer of ownership of Ashland Common Stock or HoldCo Common Stock that is to be not registered in the name transfer records of Ashland or HoldCo, (i) a certificate or certificates representing the appropriate number of shares of New Ashland Inc. Common Stock and (ii) a certificate or certificates representing the appropriate number of shares of Marathon Common Stock, together with a check for cash to be paid in lieu of fractional shares, may be issued and paid to a person other than the person in whose name the applicable Certificate or Certificates so surrendered Share is registered, it if such Certificate or Certificates shall be a condition to the registration thereof that the surrendered Share properly endorsed or otherwise be in proper form for transfer and that the person requesting such delivery issuance and payment shall pay any transfer or other Taxes required by reason of the Merger Consideration pay any issuance of shares of New Ashland Inc. Common Stock and all transfer and other similar Taxes required Marathon Common Stock to be paid as a result of such registration in the name of a person other than the registered holder of such Share Certificate or Certificates or establish to the satisfaction of the Exchange Agent New Ashland Inc. that such Taxes have Tax has been paid or are is not payableapplicable. Until surrendered as contemplated by this Section 2.2(b)5.01, each Share Certificate shall be deemed at any time after the Acquisition Merger Effective Time to represent only the right to receive the upon such surrender Acquisition Merger Consideration (and any amounts to be paid pursuant to as contemplated by this Section 2.1(d) or Section 2.2(c)) upon such surrender5.01. No interest shall be paid or shall accrue on any cash in lieu of fractional shares or with respect to the Merger Consideration accrued and unpaid dividends or on or with respect to distributions, if any, payable upon surrender of any amount payable pursuant to Section 2.1(d) or Section 2.2(c)Certificate.

Exchange Procedures. As soon promptly as reasonably practicable after the Effective Time and in any event not later than the fourth business day following the Effective Time, Parent shall cause the Exchange Agent to mail will send to each record holder of record of Shares as of the Effective Time a Certificate (i) a letter of transmittal (which shall specify that delivery shall be effected, and that risk of loss and title to the Shares Certificates shall pass, only upon delivery to Parent of the Shares to the Exchange Agent Certificates and which a duly executed Joinder Agreement, and shall be in form and substance reasonably satisfactory to Parent and the Companycustomary form) and (ii) instructions for use in effecting the surrender of the Shares Certificates in exchange for certificates representing whole shares the Merger Consideration. As soon as reasonably practicable after the Effective Time, each holder of Parent Common Stock (or appropriate alternative arrangements made by Parent if uncertificated shares of Parent Common Stock will be issued)a Certificate, cash in lieu of any fractional shares of Parent Common Stock pursuant to Section 2.1(d) and any dividends or other distributions payable pursuant to Section 2.2(c). Exchange of any Shares held in book entry form shall be effected in accordance with the Exchange Agent’s customary procedures with respect to securities held in book entry form. Upon upon surrender of Shares for cancellation the Certificate to the Exchange Agent, Parent together with such letter of transmittaltransmittal and Joinder Agreement, duly completed and validly executed in accordance with the instructions theretoexecuted, and such other documents as may reasonably be required by the Exchange Agent or Parent, the holder of such Shares shall be entitled to receive in exchange therefor that a certificate or certificates representing the number of whole full shares of Parent Common Stock, and the amount of cash, if any, in respect of fractional shares and any dividends or other distributions to which holders are entitled pursuant to Section 2.2 hereof, into which the aggregate number of shares of Company Common Stock (after taking into account all Shares surrendered previously represented by such Certificate shall have been converted pursuant to this Agreement. The letter of transmittal, as executed by such holder) , shall include such holder’s consent to the placement of the Stop Transfer Order against such certificate or certificates conformably with the provisions of Section 10.2(c). Parent shall accept such Certificates upon compliance with such reasonable terms and conditions as Parent may impose to effect an orderly exchange thereof in accordance with customary exchange practices. No interest will be paid or will accrue on any cash payable in lieu of fractional shares or pursuant to Section 2.2 hereof. In the event that any Merger Consideration is to be paid in a name other than that in which the Certificate surrendered for exchange is registered, as the result of a transfer of ownership of Company Common Stock which was not registered in the transfer records of the Company, one or more certificates evidencing, in the aggregate, the proper number of shares of Parent Common Stock, a check in the proper amount in lieu of fractional shares and with respect to any dividends or other distributions to which such holder is entitled pursuant to Section 2.1 (which shall 2.2 hereof, may be in uncertificated book entry form unless a physical certificate is affirmatively requested), payment by cash or check in lieu of fractional issued with respect to such Company Common Stock to the person so named only if the Certificate representing such shares of Parent Company Common Stock which such holder is entitled presented to receive pursuant to Section 2.1(d) and any dividends Parent, properly endorsed, with signature guaranteed, or distributions payable pursuant to Section 2.2(c), and the Shares so surrendered shall forthwith be cancelled. If any portion of the Merger Consideration is to be registered in the name of a person other than the person in whose name the applicable surrendered Share is registered, it shall be a condition to the registration thereof that the surrendered Share be otherwise in proper form for transfer and that to the person requesting so named, accompanied by all documents required to evidence and effect such delivery of the Merger Consideration pay any and all transfer and other similar Taxes required to be paid as a result of such registration in the name of a person other than the registered holder of such Share or establish to the satisfaction of the Exchange Agent evidence that such Taxes any applicable stock transfer taxes have been paid or are not payable. Until surrendered as contemplated by this Section 2.2(b), each Share shall be deemed at any time after the Effective Time to represent only the right to receive the Merger Consideration (and any amounts to be paid pursuant to Section 2.1(d) or Section 2.2(c)) upon such surrender. No interest shall be paid or shall accrue on or with respect to the Merger Consideration or on or with respect to any amount payable pursuant to Section 2.1(d) or Section 2.2(c)paid.

Exchange Procedures. As soon promptly as reasonably practicable after the Effective Time (and in any no event not later than the fourth two business day following days after the Effective Time), Parent shall cause the Exchange Agent to mail to each holder of record of Shares as of a certificate or certificates which immediately prior to the Effective Time represented outstanding Shares (the “Certificates”) (i) a letter of transmittal (which shall be in customary form and shall specify that delivery shall be effected, and that risk of loss and title to the Shares Certificates shall pass, only upon proper delivery of the Shares Certificates to the Exchange Agent and which shall be in form and substance reasonably satisfactory to Parent and the CompanyAgent) and (ii) instructions for use in effecting the surrender of the Shares Certificates in exchange for cash and certificates representing whole shares of Parent Common Stock Shares (or appropriate alternative arrangements made by Parent if uncertificated shares of Parent Common Stock will be issued), each as pursuant to Section 2.01) and cash in lieu of any fractional shares of Parent Common Stock pursuant to Section 2.1(d) and any dividends or other distributions payable pursuant to Section 2.2(c). Exchange of any Shares held in book entry form shall be effected in accordance with the Exchange Agent’s customary procedures with respect to securities held in book entry formshares. Upon surrender of Shares for cancellation to the Exchange AgentAgent of a Certificate for cancellation, together with such letter of transmittal, duly executed and completed and validly executed in accordance with the instructions thereto, and such other documents as may be reasonably be required by the Exchange Agent or Parentpursuant to such instructions, the holder of such Shares Certificate shall be entitled to receive in exchange therefor (x) that amount of cash and a certificate representing that number of whole shares of Parent Common Stock Shares that such holder has the right to receive in respect of the Shares formerly represented by such Certificate (after taking into account all Shares surrendered then held by such holder) pursuant to Section 2.01 and (y) cash in lieu of any fractional Parent Common Shares to which such holder is entitled pursuant to Section 2.1 (which shall be in uncertificated book entry form unless a physical certificate is affirmatively requested), payment by cash 2.02(e) and any dividends or check in lieu of fractional shares of Parent Common Stock other distributions to which such holder is entitled to receive pursuant to Section 2.1(d2.02(c), and the Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of Shares that is not registered in the transfer records of the Company, the amount of cash and a certificate representing the number of Parent Common Shares to which such holder is entitled pursuant to Section 2.01, cash in lieu of any fractional Parent Common Shares to which such holder is entitled pursuant to Section 2.02(e) and any dividends or other distributions payable to which such holder is entitled pursuant to Section 2.2(c), and 2.02(c) may be issued to a transferee if the Certificate representing such Shares so surrendered shall forthwith be cancelled. If any portion of the Merger Consideration is to be registered in the name of a person other than the person in whose name the applicable surrendered Share is registered, it shall be a condition presented to the registration thereof that the surrendered Share be in proper form for Exchange Agent, accompanied by all documents required to evidence and effect such transfer and that the person requesting such delivery of the Merger Consideration pay any and all transfer and other similar Taxes required to be paid as a result of such registration in the name of a person other than the registered holder of such Share or establish by evidence satisfactory to the satisfaction of the Exchange Agent Surviving Corporation that such Taxes any applicable share transfer taxes have been paid or are not payablepaid. Until surrendered as contemplated by this Section 2.2(b)2.02, each Share Certificate (other than Certificates representing Dissenting Shares) shall be deemed at any time all times after the Effective Time to represent only the right to receive the Merger Consideration (upon such surrender that amount of cash and any amounts a certificate representing that number of Parent Common Shares to be paid which such holder is entitled pursuant to Section 2.1(d) or Section 2.2(c)) upon 2.01, cash in lieu of any fractional Parent Common Shares to which such surrender. No interest shall be paid or shall accrue on or with respect to the Merger Consideration or on or with respect to any amount payable holder is entitled pursuant to Section 2.1(d2.02(e) and any dividends or other distributions to which such holder is entitled pursuant to Section 2.2(c2.02(c).

Exchange Procedures. As soon as reasonably practicable practicable, after the Effective Time and in any event not later than the fourth business day following the Merger I Effective Time, Parent shall instruct and cause the Exchange Agent to mail to each holder of record of Shares holder, as of the Merger I Effective Time, of (i) an outstanding Certificate that immediately prior to the Merger I Effective Time represented shares of Company Common Stock or (iii) Book-Entry Shares (x) a letter of transmittal (which shall specify that delivery shall be effected, and that risk of loss and title to the Shares Certificates shall pass, only upon proper delivery of the Shares Certificates to the Exchange Agent or in the case of Book-Entry Shares, upon adherence to the procedures set forth in the letter of transmittal, and which shall be in customary form and substance reasonably satisfactory agreed to by Parent and the CompanyCompany prior to the Merger I Effective Time) and (iiy) instructions for use in effecting the surrender of the Certificates or Book-Entry Shares in exchange for certificates representing whole the Merger Consideration payable in respect of the shares of Parent Company Common Stock (represented by such Certificates or appropriate alternative arrangements made by Parent if uncertificated shares of Parent Common Stock will be issued), cash in lieu of any fractional shares of Parent Common Stock pursuant to Section 2.1(d) and any dividends or other distributions payable pursuant to Section 2.2(c). Exchange of any Shares held in book entry form shall be effected in accordance with the Exchange Agent’s customary procedures with respect to securities held in book entry formBook-Entry Shares. Upon surrender of a Certificate or Book-Entry Shares for cancellation to the Exchange Agent, Agent together with such letter of transmittal, duly properly completed and validly executed in accordance with the instructions theretoduly executed, and such other documents as may reasonably be required by the Exchange Agent or Parentpursuant to such instructions, the holder of such Certificate or Book-Entry Shares shall be entitled to receive in exchange therefor that number of whole shares of (A) one or more Parent Common Stock (after taking into account all Depositary Shares surrendered by such holder) to which such holder is entitled pursuant to Section 2.1 (which shall be in uncertificated book book-entry form unless a physical certificate is affirmatively requested) representing, in the aggregate, the whole number of Parent Depositary Shares that such holder has the right to receive pursuant to Section 1.6 (after taking into account all shares of Company Common Stock then held by such holder) and (B) a check in the amount equal to the aggregate amount of cash that such holder has the right to receive pursuant to Section 1.6 and this Article II, including cash payable in lieu of any fractional Parent Depositary Shares pursuant to Section 2.1(e) and dividends and other distributions pursuant to Section 2.1(c). No interest shall be paid or accrued on any Merger Consideration, payment by cash or check in lieu of fractional shares or on any unpaid dividends and distributions payable to holders of Parent Certificates or Book-Entry Shares. In the event of a transfer of ownership of shares of Company Common Stock which such holder is entitled to receive pursuant to Section 2.1(d) and any dividends or distributions payable pursuant to Section 2.2(c)not registered in the transfer records of the Company, and the Shares so surrendered shall forthwith be cancelled. If any portion of the Merger Consideration payable in respect of such shares of Company Common Stock may be paid to a transferee if the Certificate representing such shares of Company Common Stock is to be registered in the name of a person other than the person in whose name the applicable surrendered Share is registered, it shall be a condition presented to the registration thereof that the surrendered Share be in proper form for Exchange Agent, accompanied by all documents required to evidence and effect such transfer and that the person Person requesting such exchange shall pay to the Exchange Agent in advance any transfer or other Taxes required by reason of the delivery of the Merger Consideration pay in any and all transfer and other similar Taxes required to be paid as a result of such registration in the name of a person other than that of the registered holder of such Share the Certificate surrendered, or shall establish to the satisfaction of the Exchange Agent that such Taxes have been paid or are not payable. Until surrendered as contemplated by this Section 2.2(b)2.1, each Certificate or Book-Entry Share shall be deemed at any time after the Merger I Effective Time to represent only the right to receive upon such surrender the Merger Consideration (and payable in respect of the shares of Company Common Stock represented by such Certificate or Book-Entry Share, cash in lieu of any amounts fractional Parent Depositary Shares to be paid which such holder is entitled pursuant to Section 2.1(d2.1(e) and any dividends or Section 2.2(c)) upon other distributions to which such surrender. No interest shall be paid or shall accrue on or with respect to the Merger Consideration or on or with respect to any amount payable holder is entitled pursuant to Section 2.1(d) or Section 2.2(c2.1(c).

Exchange Procedures. As soon as reasonably practicable Promptly after the Effective Time and in any event not later than the fourth business day following the Effective Time, Parent the Surviving Corporation shall cause the Exchange Agent to mail to each holder of record of Shares as of the Effective Time a Certificate (i) a letter of transmittal (which shall specify that delivery shall be effected, and that risk of loss and title to the Shares Certificates shall pass, only upon proper delivery of the Shares Certificates to the Exchange Agent Agent, and which letter shall be in customary form and substance have such other provisions as Parent may reasonably satisfactory specify (such letter to Parent and be reasonably acceptable to the CompanyCompany prior to the Effective Time) and (ii) instructions for use in effecting the surrender of the Shares such Certificates in exchange for certificates representing whole shares of Parent Common Stock (or appropriate alternative arrangements made by Parent if uncertificated shares of Parent Common Stock will be issued), cash in lieu of any fractional shares of Parent Common Stock pursuant to Section 2.1(d) and any dividends or other distributions payable pursuant to Section 2.2(c). Exchange of any Shares held in book entry form shall be effected in accordance with the Exchange Agent’s customary procedures with respect to securities held in book entry formapplicable Merger Consideration. Upon surrender of Shares for cancellation a Certificate to the Exchange Agent, Agent together with such letter of transmittal, duly executed and completed and validly executed in accordance with the instructions thereto, and such other documents as may reasonably be required by the Exchange Agent or ParentAgent, the holder of such Shares Certificate shall be entitled to receive in exchange therefor that (A) one or more Parent Ordinary Shares (which shall be in uncertificated book-entry form unless a physical certificate is requested) representing, in the aggregate, the whole number of whole shares of Parent Common Stock that such holder has the right to receive pursuant to Section 1.8 (after taking into account all Shares surrendered shares of Company Common Stock and Company Preferred Stock then held by such holder) and (B) a check in the amount equal to the cash that such holder has the right to receive pursuant to the provisions of this Article II, including cash in lieu of any fractional Parent Ordinary Shares pursuant to Section 2.5 and dividends and other distributions pursuant to Section 2.3. No interest will be paid or will accrue on any cash payable pursuant to Section 2.3 or Section 2.5. In the event of a transfer of ownership of Company Common Stock or Company Preferred Stock which is not registered in the transfer records of the Company, one or more Parent Ordinary Shares evidencing, in the aggregate, the proper number of Parent Ordinary Shares, a check in the proper amount of cash in lieu of any fractional Parent Ordinary Shares pursuant to Section 2.5 and any dividends or other distributions to which such holder is entitled pursuant to Section 2.1 (which shall 2.3, may be in uncertificated book entry form unless a physical certificate is affirmatively requested), payment by cash or check in lieu of fractional shares of Parent Common Stock which such holder is entitled to receive pursuant to Section 2.1(d) and any dividends or distributions payable pursuant to Section 2.2(c), and the Shares so surrendered shall forthwith be cancelled. If any portion of the Merger Consideration is to be registered in the name of a person other than the person in whose name the applicable surrendered Share is registered, it shall be a condition to the registration thereof that the surrendered Share be in proper form for transfer and that the person requesting such delivery of the Merger Consideration pay any and all transfer and other similar Taxes required to be paid as a result of such registration in the name of a person other than the registered holder of such Share or establish to the satisfaction of the Exchange Agent that such Taxes have been paid or are not payable. Until surrendered as contemplated by this Section 2.2(b), each Share shall be deemed at any time after the Effective Time to represent only the right to receive the Merger Consideration (and any amounts to be paid pursuant to Section 2.1(d) or Section 2.2(c)) upon such surrender. No interest shall be paid or shall accrue on or issued with respect to such Company Common Stock or Company Preferred Stock to such a transferee if the Merger Consideration Certificate representing such shares of Company Common Stock or on or with respect Company Preferred Stock is presented to the Exchange Agent, accompanied by all documents required to evidence and effect such transfer and to evidence that any amount payable pursuant to Section 2.1(d) or Section 2.2(c)applicable stock transfer taxes have been paid.

Exchange Procedures. As soon as reasonably practicable after the Effective Time and in any event not later than the fourth business day following the Effective Time, Parent Bergen shall cause instruct the Exchange Agent to mail to each holder of record of Shares as of a certificate or certificates (the "Certificates") which immediately prior to the Effective Time represented outstanding shares of PharMerica Common Stock whose shares were converted into the right to receive the Merger Consideration pursuant to Section 2.1.2 the following: (i) a letter of transmittal (which shall specify that delivery shall be effected, and that risk of loss and title to the Shares Certificates shall pass, only upon delivery of the Shares Certificates to the Exchange Agent and which shall be in such form and substance have such other customary provisions as Bergen may reasonably satisfactory to Parent and the Companyspecify) and (ii) instructions for use in effecting the surrender of the Shares Certificates in exchange for certificates representing whole shares of Parent Bergen Common Stock (or appropriate alternative arrangements made by Parent if uncertificated shares of Parent Common Stock will be issued), and cash in lieu of any fractional shares of Parent Common Stock pursuant to Section 2.1(d) and any dividends or other distributions payable pursuant to Section 2.2(c). Exchange of any Shares held in book entry form shall be effected in accordance with the Exchange Agent’s customary procedures with respect to securities held in book entry formshares. Upon surrender of Shares a Certificate for cancellation to the Exchange Agent, together with such a duly executed letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, and such other documents as may reasonably be required by the Exchange Agent or Parent, the holder of such Shares Certificate shall be entitled to receive in exchange therefor that (x) a certificate or certificates representing the whole number of whole shares of Parent Common Stock (after taking into account all Shares surrendered by such holder) to which such holder is entitled pursuant to Section 2.1 (which shall be in uncertificated book entry form unless a physical certificate is affirmatively requested), payment by cash or check in lieu of fractional shares of Parent Bergen Common Stock which such holder is entitled has the right to receive pursuant to Section 2.1(d2.1.2 (and representing each associated right under the Bergen Shareowners' Rights Plan) in such denominations and any registered in such names as such holder may request and (y) a check representing the amount of cash in lieu of fractional shares, if any, and unpaid dividends or distributions payable and distributions, if any, which such holder has the right to receive pursuant to Section 2.2(c)the provisions of this Article II, and after giving effect to any required withholding tax. The shares represented by the Shares Certificates so surrendered shall forthwith be cancelledcanceled. If any portion No interest will be paid or accrued on the cash in lieu of fractional shares, if any, and the Merger Consideration is unpaid dividends and distributions, if any, payable to be registered in holders of shares of PharMerica Common Stock. In the name event of a person other than transfer of ownership of shares of PharMerica Common Stock which is not registered on the person in whose name transfer records of PharMerica, a certificate representing the applicable surrendered Share is registeredproper number of shares of Bergen Common Stock (and representing each associated right under the Bergen Shareowners' Rights Plan), it shall be together with a condition to check for the registration thereof that the surrendered Share be in proper form for transfer and that the person requesting such delivery of the Merger Consideration pay any and all transfer and other similar Taxes required cash to be paid as a result in lieu of fractional shares, if any, and unpaid dividends and distributions, if any, may be issued to such registration in transferee if the name Certificate representing such shares of a person other than the registered holder of PharMerica Common Stock held by such Share or establish transferee is presented to the satisfaction of the Exchange Agent Agent, accompanied by all documents required to evidence and effect such transfer and to evidence that such Taxes any applicable stock transfer taxes have been paid or are not payablepaid. Until surrendered as contemplated by this Section 2.2(b)2.3, each Share Certificate shall be deemed at any time after the Effective Time to represent only the right to receive the Merger Consideration (and any amounts to be paid upon surrender a certificate representing whole shares of Bergen Common Stock issuable pursuant to Section 2.1(d2.1.2 (and representing each associated right under the Bergen Shareowners' Rights Plan) or Section 2.2(c)) upon such surrender. No interest shall be paid or shall accrue on or with respect to the Merger Consideration or on or with respect to any amount payable pursuant to Section 2.1(d) or Section 2.2(c)and cash in lieu of fractional shares, if any, and unpaid dividends and distributions, if any, as provided in this Article II.

Exchange Procedures. As soon as reasonably practicable after the Effective Time and in any event not later than the fourth fifth business day following the Effective Time, Parent shall cause the Exchange Agent to mail to each holder of record of Shares as of Shares, which at the Effective Time were converted into the right to receive the Merger Consideration pursuant to Section 2.1, (i) a letter of transmittal (which shall specify that delivery shall be effected, and that risk of loss and title to the Shares shall pass, only upon delivery of the Shares to the Exchange Agent and which shall be in form and substance reasonably satisfactory to Parent and the CompanyAgent) and (ii) instructions for use in effecting the surrender of the Shares in exchange for certificates representing whole shares of Parent Common Stock Series B Units (or appropriate alternative arrangements shall be made by Parent if uncertificated shares of Parent Common Stock Series B Units will be issued), cash in lieu of any fractional shares of Parent Common Stock Series B Units pursuant to Section 2.1(d) and any dividends or other distributions payable pursuant to Section 2.2(c). Exchange of any Shares held in book entry form shall be effected in accordance with the Exchange Agent’s customary procedures with respect to securities held in book entry form. Upon surrender of Shares for cancellation to the Exchange Agent, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, and such other documents as may reasonably be required by the Exchange Agent or ParentAgent, the holder of such Shares shall be entitled to receive in exchange therefor that number of whole shares of Parent Common Stock Series B Units (after taking into account all Shares surrendered by such holder) to which such holder is entitled pursuant to Section 2.1 (which shall be in uncertificated book entry form unless a physical certificate is affirmatively requested)2.1, payment by cash or check in lieu of fractional shares of Parent Common Stock Series B Units which such holder is entitled to receive pursuant to Section 2.1(d) and any dividends or distributions payable pursuant to Section 2.2(c), and the Shares so surrendered shall forthwith be cancelled. If any portion of the Merger Consideration is to be registered in the name of a person other than the person in whose name the applicable surrendered Share is registered, it shall be a condition to the registration thereof that the surrendered Share be in proper form for transfer and that the person requesting such delivery of the Merger Consideration pay any and all transfer and or other similar Taxes required to be paid as a result of such registration in the name of a person other than the registered holder of such Share or establish to the satisfaction of the Exchange Agent that such Taxes have Tax has been paid or are is not payable. Until surrendered as contemplated by this Section 2.2(b), each Share shall be deemed at any time after the Effective Time to represent only the right to receive the Merger Consideration (and any amounts to be paid pursuant to Section 2.1(d) or Section 2.2(c)) upon such surrender. No interest shall be paid or shall accrue on or with respect to the Merger Consideration or on or with respect to any amount payable pursuant to Section 2.1(d) or Section 2.2(c).

Exchange Procedures. As soon as reasonably practicable after the Effective Time and but in any event not later than the fourth five business day following the Effective Timedays thereafter, Parent shall cause the Exchange Agent to shall mail to each holder of record of Shares as of a certificate or certificates which immediately prior to the Effective Time represented outstanding shares of Company Common Stock (the "Certificates") whose shares were converted into the right to receive the Merger Consideration pursuant to Section 2.2, (i) a letter of transmittal (which shall specify that delivery shall be effected, and that risk of loss and title to the Shares Certificates shall pass, only upon delivery of the Shares Certificates to the Exchange Agent and which shall be in such form and substance have such other provisions as Parent may reasonably satisfactory to Parent and the Companyspecify) and (ii) instructions for use in effecting surrendering the surrender of the Shares Certificates in exchange for certificates representing whole shares the Merger Consideration. Parent will use its reasonable efforts to cause provision to be made for holders of Parent Common Stock (or appropriate alternative arrangements made by Parent Certificates to procure in person immediately after the Effective Time a letter of transmittal and instructions and to deliver in person immediately after the Effective Time such letter of transmittal and Certificates in exchange for the Merger Consideration and, if uncertificated shares of Parent Common Stock will be issued)applicable, cash in lieu of any fractional shares of Parent Common Stock pursuant to as contemplated by Section 2.1(d2.3(e) and any dividends or other distributions payable to which such holder is entitled pursuant to Section 2.2(c2.3(c). Exchange of any Shares held in book entry form shall be effected in accordance with the Exchange Agent’s customary procedures with respect to securities held in book entry form. Upon surrender of Shares a Certificate for cancellation to the Exchange Agent, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions theretoexecuted, and such other documents as may reasonably be required by the Exchange Agent or ParentAgent, the holder of such Shares Certificate shall be entitled to receive in exchange therefor a certificate representing that number of whole shares of Parent Common Stock (after taking into account all Shares surrendered by such holder) to which such holder is entitled has the right to receive pursuant to the provisions of this Article 2, certain dividends or other distributions in accordance with Section 2.1 (which shall be in uncertificated book entry form unless a physical certificate is affirmatively requested), payment by 2.3(c) and cash or check in lieu of any fractional share of Parent Common Stock in accordance with Section 2.3(e), and the Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of Company Common Stock which is not registered in the transfer records of the Company, a certificate representing the proper number of shares of Parent Common Stock which such holder is entitled may be issued to receive pursuant to Section 2.1(d) and any dividends or distributions payable pursuant to Section 2.2(c), and the Shares so surrendered shall forthwith be cancelled. If any portion of the Merger Consideration is to be registered in the name of a person Person other than the person Person in whose name the applicable Certificate so surrendered Share is registered, it registered if such Certificate shall be a condition to the registration thereof that the surrendered Share properly endorsed or otherwise be in proper form for transfer and that the person Person requesting such delivery issuance shall pay any transfer or other taxes required by reason of the Merger Consideration pay any and all transfer and other similar Taxes required issuance of shares of Parent Common Stock to be paid as a result of such registration in the name of a person Person other than the registered holder of such Share Certificate or establish to the satisfaction of the Exchange Agent Parent that such Taxes have tax has been paid or are is not payableapplicable. Until surrendered as contemplated by this Section 2.2(b), each Share Each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon surrender in accordance with this Section 2.3 the Merger Consideration (and any amounts to be paid into which the shares of Company Common Stock shall have been converted pursuant to Section 2.1(d2.2, cash in lieu of any fractional shares of Parent Common Stock as contemplated by Section 2.3(e) and any dividends or other distributions to which such holder is entitled pursuant to Section 2.2(c2.3(c)) upon such surrender. No interest shall be paid or shall will accrue on or with respect any cash payable to holders of Certificates pursuant to the Merger Consideration or on or with respect to any amount payable pursuant to Section 2.1(d) or Section 2.2(c)provisions of this Article 2.

Exchange Procedures. (i) As soon as reasonably practicable after following the Company Merger Effective Time and (but in any no event not later than two (2) Business Days thereafter), the fourth business day following the Effective Time, Parent Surviving Corporation shall cause the Exchange Agent to mail (and to make available for collection by hand) to each holder of record of Shares as of the Effective Time a Certificate or Book-Entry Share (iA) a letter of transmittal (a “Letter of Transmittal”) which shall specify specify, among other things, that delivery shall be effected, and that risk of loss and title to the Certificates or transfer of any Book-Entry Shares shall pass, pass only upon proper delivery of the Certificates (or affidavits of loss in lieu thereof) or transfer of any Book-Entry Shares to the Exchange Agent and Agent, which Letter of Transmittal shall be prepared by Xxxx and be in such form and substance have such other customary provisions as Xxxx and Spirit may reasonably satisfactory to Parent and the Company) agree upon, and (iiB) instructions for use in effecting the surrender of the Certificates or the transfer of Book-Entry Shares in exchange for certificates representing whole the Merger Consideration into which the number of shares of Parent Spirit Common Stock (previously represented by such Certificate or appropriate alternative arrangements made by Parent if uncertificated shares of Parent Common Stock will be issued), cash in lieu of any fractional shares of Parent Common Stock Book-Entry Share shall have been converted pursuant to this Agreement, together with any amounts payable in respect of the Fractional Share Consideration in accordance with Section 2.1(d) 3.7 and any dividends or other distributions payable pursuant to Section 2.2(c). Exchange on shares of any Shares held in book entry form shall be effected the Xxxx Common Stock or in accordance with the Exchange Agent’s customary procedures with respect to securities held in book entry form. Section 3.3(d). (ii) Upon (A) surrender of Shares for cancellation a Certificate (or affidavit of loss in lieu thereof) or transfer of any Book-Entry Share to the Exchange Agent, together with such letter a Letter of transmittal, Transmittal duly completed and validly executed in accordance with the instructions thereto, or (B) 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) and such other documents as may reasonably be required by the Exchange Agent or ParentAgent, the holder of such Shares Certificate or Book-Entry Share shall be entitled to receive in exchange therefor the Merger Consideration for each share of Spirit Common Stock formerly represented by such Certificate or Book-Entry Share pursuant to the provisions of this Article 3 plus any Fractional Share Consideration that number such holder has the right to receive pursuant to the provisions of whole Section 3.7 and any amounts that such holder has the right to receive in respect of dividends or other distributions on shares of Parent Xxxx Common Stock in accordance with Section 3.3(d), to be mailed or delivered by wire transfer, within two (2) Business Days following the later to occur of (A) the Company Merger 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) or transfer of Book-Entry Shares 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 or transferred as contemplated by this Section 3.3, each Certificate and Book-Entry Share shall be deemed, at any time after taking into account all the Company Merger Effective Time, to represent only the right to receive, upon such surrender, the Merger Consideration as contemplated by this Article 3. No interest shall be paid or accrued for the benefit of holders of the Certificates or Book-Entry Shares surrendered by such holder) on the Merger Consideration or the Fractional Share Consideration payable upon the surrender of the Certificates or Book-Entry Shares and any distributions to which such holder is entitled pursuant to Section 2.1 3.3(d) hereof. (which shall be in uncertificated book entry form unless iii) In the event of a physical certificate is affirmatively requested), payment by cash or check in lieu transfer of fractional ownership of shares of Parent Spirit Common Stock which such holder that is entitled to receive pursuant to Section 2.1(d) and any dividends or distributions payable pursuant to Section 2.2(c), and the Shares so surrendered shall forthwith be cancelled. If any portion of the Merger Consideration is to be not registered in the name transfer records of a person other than the person in whose name the applicable surrendered Share is registeredSpirit, it shall be a condition to of payment that any Certificate or Book-Entry Share surrendered or transferred in accordance with the registration thereof that the surrendered Share procedures set forth in this Section 3.3(c) shall be properly endorsed or shall be otherwise in proper form for transfer transfer, and that the person Person requesting such delivery payment shall have paid any Transfer Taxes and other Taxes required by reason of the payment of the Merger Consideration pay any and all transfer and other similar Taxes required to be paid as a result of such registration in the name of a person Person other than the registered holder of such the Certificate or Book-Entry Share surrendered or establish shall have established to the reasonable satisfaction of the Exchange Agent Surviving Corporation that such Taxes have Tax either has been paid or are is not payable. Until surrendered as contemplated by this Section 2.2(b), each Share shall be deemed at any time after the Effective Time to represent only the right to receive the Merger Consideration (and any amounts to be paid pursuant to Section 2.1(d) or Section 2.2(c)) upon such surrender. No interest shall be paid or shall accrue on or with respect to the Merger Consideration or on or with respect to any amount payable pursuant to Section 2.1(d) or Section 2.2(c)applicable.

Exchange Procedures. As soon as reasonably practicable Within two Business Days after the Effective Time and in any event not later than the fourth business day following the Effective Time, Parent NBT shall cause the Exchange Agent to mail or personally deliver to each holder of record (or his or her attorney-in-fact) of Shares as of a certificate or certificates which immediately prior to the Effective Time represented outstanding Shares (the "Certificates"), whose Shares were converted into the right to receive shares of NBT Common Stock pursuant to Section 1.08 and cash in lieu of fractional shares of NBT Common Stock (if any), (i) a letter of transmittal (which shall specify that delivery shall be effected, and that risk of loss and title to the Shares Certificates shall pass, only upon delivery of the Shares Certificates to the Exchange Agent and which shall be in such form and substance have such other provisions as NBT and BSB may reasonably satisfactory to Parent and the Companyspecify) and (ii) instructions for use in effecting the surrender of the Shares Certificates in exchange for certificates representing whole shares of Parent NBT Common Stock (together with any dividends or appropriate alternative arrangements made by Parent if uncertificated shares of Parent Common Stock will be issued), distributions with respect thereto and any cash in lieu of any fractional shares of Parent Common Stock pursuant to Section 2.1(d) and any dividends or other distributions payable pursuant to Section 2.2(c). Exchange of any Shares held in book entry form shall be effected in accordance with the Exchange Agent’s customary procedures with respect to securities held in book entry formshares. Upon surrender of Shares a Certificate for cancellation to the Exchange Agent, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions theretoexecuted, and such other documents documentation as may reasonably be required by the Exchange Agent or Parentpursuant to such instructions, the holder of such Shares Certificate shall be entitled to receive in exchange therefor a certificate representing that number of whole shares of Parent NBT Common Stock Stock, which such holder has the right to receive in respect of the Shares formerly represented by such Certificate surrendered pursuant to the provisions of this Article I (after taking into account all Shares surrendered then held by such holder) and cash in lieu of fractional shares of NBT Common Stock (if any) to which such holder is entitled pursuant to Section 2.1 (which shall be in uncertificated book entry form unless a physical certificate is affirmatively requested), payment by cash 1.09(e) and any dividends or check in lieu of fractional shares of Parent Common Stock other distributions to which such holder is entitled to receive pursuant to Section 2.1(d) and any dividends or distributions payable pursuant to Section 2.2(c2.02(c), and the Shares Certificate so surrendered shall forthwith be cancelled. If any portion In the event of the Merger Consideration a transfer of ownership of Shares which is to be not registered in the name transfer records of BSB, a person other than certificate representing the person in whose name proper number of shares of NBT Common Stock may be issued to a transferee if the applicable surrendered Share Certificate representing such Shares is registered, it shall be a condition presented to the registration thereof that the surrendered Share be 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 delivery of the Merger Consideration pay any and all applicable stock transfer and other similar Taxes required to be paid as a result of such registration in the name of a person other than the registered holder of such Share or establish to the satisfaction of the Exchange Agent that such Taxes taxes have been paid or are not payablepaid. Until surrendered as contemplated by this Section 2.2(b)1.09, each Share Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration (and certificate representing shares of NBT Common Stock, cash in lieu of any amounts fractional shares of NBT Common Stock to be paid which such holder is entitled pursuant to Section 2.1(d1.09(e) and any dividends or Section 2.2(c)) upon other distributions to which such surrender. No interest shall be paid or shall accrue on or with respect to the Merger Consideration or on or with respect to any amount payable holder is entitled pursuant to Section 2.1(d) or Section 2.2(c1.09(c).

Exchange Procedures. As soon as reasonably practicable Promptly after the Effective Time and in any event not later than the fourth business day following the Effective Time, Parent shall cause the Exchange Agent to mail to each holder of record of Shares as of a certificate or certificates which immediately prior to the Effective Time represented outstanding shares of Company Common Stock (the "Certificates"), which at the Effective Time were converted into the right to receive the Merger Consideration pursuant to Section 2.1 hereof, (i) a letter of transmittal (which shall specify that delivery shall be effected, and that risk of loss and title to the Shares Certificates shall pass, only upon delivery of the Shares Certificates to the Exchange Agent and which shall be in such form and substance have such other provisions as Parent may reasonably satisfactory to Parent and the Companyspecify) and (ii) instructions for use in effecting the surrender of the Shares Certificates in exchange for certificates representing whole shares of Parent Common Stock (or appropriate alternative arrangements made by Parent if uncertificated shares of Parent Common Stock will be issued)the Merger Consideration, cash in lieu of any fractional shares of Parent Common Stock pursuant to Section 2.1(d2.1(e) and any dividends or other distributions payable pursuant to Section 2.2(c). Exchange of any Shares held in book entry form shall be effected in accordance with the Exchange Agent’s customary procedures with respect to securities held in book entry form. Upon surrender of Shares Certificates for cancellation to the Exchange AgentAgent or to such other agent or agents as may be appointed by Parent, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, and such other documents as may reasonably be required by the Exchange Agent or ParentAgent, the holder of such Shares Certificates shall be entitled to receive in exchange therefor a certificate or certificates representing that number of whole shares of Parent Common Stock (after taking into account all Shares Certificates surrendered by such holder) to which such holder is entitled pursuant to Section 2.1 (which shall be in uncertificated book entry form unless a physical certificate is affirmatively requested), payment by cash or check in lieu of fractional shares of Parent Common Stock which such holder is entitled to receive pursuant to Section 2.1(d2.1(e) and any dividends or distributions payable pursuant to Section 2.2(c), and the Shares Certificates so surrendered shall forthwith be cancelled. If any portion In the event of the Merger Consideration a transfer of ownership of Company Common Stock which is to be not registered in the name transfer records of the Company, a person certificate representing the proper number of shares of Parent Common Stock may be issued to a Person (as defined in Section 8.3(jj)) other than the person Person in whose name the applicable Certificate so surrendered Share is registered, it if such Certificate shall be a condition to the registration thereof that the surrendered Share properly endorsed or otherwise be in proper form for transfer and that the person Person requesting such delivery issuance shall pay any transfer or other taxes required by reason of the Merger Consideration pay any and all transfer and other similar Taxes required issuance of shares of Parent Common Stock to be paid as a result of such registration in the name of a person Person other than the registered holder of such Share Certificate or establish to the satisfaction of the Exchange Agent Parent that such Taxes have tax has been paid or are is not payableapplicable. Until surrendered as contemplated by this Section 2.2(b), each Share Certificate shall be deemed at any time after the Effective Time to represent only the right to receive the Merger Consideration (and any amounts to be paid pursuant to Section 2.1(d2.1(e) or Section 2.2(c)) upon such surrender. No interest shall be paid or shall accrue on or with respect to the Merger Consideration or on or with respect to any amount payable pursuant to Section 2.1(d2.1(e) or Section 2.2(c).

Exchange Procedures. As soon as reasonably practicable Within five Business Days after the Effective Time and in any event not later than the fourth business day following the Effective Time, Parent the Surviving Corporation shall cause the Exchange Agent to mail to each holder of record of Shares as of the Effective Time a Company Certificate (i) a letter of transmittal (which shall specify that delivery shall be effected, and that risk of loss and title to the Shares Company Certificates shall pass, only upon delivery of the Shares Company Certificates to the Exchange Agent Agent, and which letter shall be in customary form and substance have such other provisions as Purchaser may reasonably satisfactory to Parent and the Company) specify and (ii) instructions for use in effecting the surrender of the Shares such Company Certificates in exchange for certificates representing whole shares of Parent Common Stock (or appropriate alternative arrangements made by Parent if uncertificated shares of Parent Common Stock will be issued), cash in lieu of any fractional shares of Parent Common Stock pursuant to Section 2.1(d) and any dividends or other distributions payable pursuant to Section 2.2(c). Exchange of any Shares held in book entry form shall be effected in accordance with the Exchange Agent’s customary procedures with respect to securities held in book entry formMerger Consideration. Upon surrender of Shares for cancellation a Company Certificate to the Exchange Agent, Agent together with such letter of transmittal, duly executed and completed and validly executed in accordance with the instructions thereto, and such other documents as may reasonably be required by the Exchange Agent or ParentAgent, the holder of such Shares Company Certificate shall be entitled to receive in exchange therefor that number of whole (A) one or more shares of Parent Purchaser Common Stock (after taking into account all Shares surrendered by which shall be in uncertificated book-entry form unless a physical certificate is requested) representing, in the aggregate, the whole number of shares that such holderholder has the right to receive pursuant to Sections 1.8 and (B) a check for the cash portion of the Merger Consideration and for the cash that such holder has the right to receive pursuant to the provisions of this Article II, including cash in lieu of any fractional shares of Purchaser Common Stock pursuant to Section 2.5 and dividends and other distributions pursuant to Section 2.3. No interest will be paid or will accrue on any cash payable for the cash portion of the Merger Consideration or pursuant to Section 2.3 or Section 2.5. In the event of a transfer of ownership of Company Common Stock which is not registered in the transfer records of Company, one or more shares of Purchaser Common Stock evidencing, in the aggregate, the proper number of shares of Purchaser Common Stock and a check for the cash portion of the Merger Consideration, the cash in lieu of any fractional shares of Purchaser Common Stock pursuant to Section 2.5 and any dividends or other distributions to which such holder is entitled pursuant to Section 2.1 (which shall 2.3, may be in uncertificated book entry form unless a physical certificate is affirmatively requested), payment by cash or check in lieu of fractional shares of Parent Common Stock which such holder is entitled to receive pursuant to Section 2.1(d) and any dividends or distributions payable pursuant to Section 2.2(c), and the Shares so surrendered shall forthwith be cancelled. If any portion of the Merger Consideration is to be registered in the name of a person other than the person in whose name the applicable surrendered Share is registered, it shall be a condition to the registration thereof that the surrendered Share be in proper form for transfer and that the person requesting such delivery of the Merger Consideration pay any and all transfer and other similar Taxes required to be paid as a result of such registration in the name of a person other than the registered holder of such Share or establish to the satisfaction of the Exchange Agent that such Taxes have been paid or are not payable. Until surrendered as contemplated by this Section 2.2(b), each Share shall be deemed at any time after the Effective Time to represent only the right to receive the Merger Consideration (and any amounts to be paid pursuant to Section 2.1(d) or Section 2.2(c)) upon such surrender. No interest shall be paid or shall accrue on or issued with respect to such Company Common Stock to such a transferee if the Merger Consideration or on or with respect Company Certificate representing such shares of Company Common Stock is presented to the Exchange Agent, accompanied by all documents required to evidence and effect such transfer and to evidence that any amount payable pursuant to Section 2.1(d) or Section 2.2(c)applicable stock transfer taxes have been paid.

Exchange Procedures. As soon as reasonably practicable Promptly after the Effective Time and in any event not later than the fourth business day following the Effective Time, Parent Globespan ------------------- shall cause the Exchange Agent to mail to each holder of record of Shares as of the Effective Time a Virata Certificate (ia) a letter of transmittal (which that shall specify that delivery shall be effected, and that risk of loss and title (if a change of title is requested by the holder of the Virata Certificate on the transmittal letter) to the Shares Virata Certificates shall pass, only upon proper delivery of the Shares to the Exchange Agent and which shall be in form and substance reasonably satisfactory to Parent and the Company) and (ii) instructions for use in effecting the surrender of the Shares in exchange for certificates representing whole shares of Parent Common Stock (or appropriate alternative arrangements made by Parent if uncertificated shares of Parent Common Stock will be issued), cash in lieu of any fractional shares of Parent Common Stock pursuant to Section 2.1(d) and any dividends or other distributions payable pursuant to Section 2.2(c). Exchange of any Shares held in book entry form shall be effected in accordance with the Exchange Agent’s customary procedures with respect to securities held in book entry form. Upon surrender of Shares for cancellation Virata Certificates to the Exchange Agent, and which letter shall be in customary form and have such other provisions as Globespan or Virata may reasonably specify (such letter to be reasonably acceptable to Virata and Globespan prior to the Effective Time) and (b) instructions for effecting the surrender of such Virata Certificates in exchange for the Merger Consideration, together with any dividends and other distributions with respect thereto and any cash in lieu of fractional shares. Upon surrender of a Virata Certificate to the Exchange Agent together with such letter of transmittal, duly executed and completed and validly executed in accordance with the instructions thereto, and such other documents as may reasonably be required by the Exchange Agent or ParentAgent, the holder of such Shares Virata Certificate shall be entitled to receive in exchange therefor that (a) shares of Globespan Common Stock representing, in the aggregate, the whole number of whole shares of Parent Common Stock that such holder has the right to receive pursuant to Section 3.1 (after taking into account all Shares surrendered shares of Virata Common Stock then held by such holder) and (b) a check in the amount equal to the cash that such holder has the right to receive pursuant to the provisions of this Article III, including cash in lieu of any fractional shares of Globespan Common Stock pursuant to Section 3.7 and dividends and other distributions pursuant to Section 3.5. No interest will be paid or will accrue on any cash payable pursuant to Section 3.5 or Section 3.7. In the event of a transfer of ownership of Virata Common Stock that is not registered in the transfer records of Virata, one or more shares of Globespan Common Stock evidencing, in the aggregate, the proper number of shares of Globespan Common Stock, a check in the proper amount of cash that such holder has the right to receive pursuant to the provisions of this Article III, including cash in lieu of any fractional shares of Globespan Common Stock pursuant to Section 3.7 and any dividends or other distributions to which such holder is entitled pursuant to Section 2.1 (which 3.5, shall be in uncertificated book entry form unless a physical certificate is affirmatively requested), payment by cash or check in lieu of fractional shares of Parent Common Stock which such holder is entitled to receive pursuant to Section 2.1(d) and any dividends or distributions payable pursuant to Section 2.2(c), and the Shares so surrendered shall forthwith be cancelled. If any portion of the Merger Consideration is to be registered in the name of a person other than the person in whose name the applicable surrendered Share is registered, it shall be a condition to the registration thereof that the surrendered Share be in proper form for transfer and that the person requesting such delivery of the Merger Consideration pay any and all transfer and other similar Taxes required to be paid as a result of such registration in the name of a person other than the registered holder of such Share or establish to the satisfaction of the Exchange Agent that such Taxes have been paid or are not payable. Until surrendered as contemplated by this Section 2.2(b), each Share shall be deemed at any time after the Effective Time to represent only the right to receive the Merger Consideration (and any amounts to be paid pursuant to Section 2.1(d) or Section 2.2(c)) upon such surrender. No interest shall be paid or shall accrue on or issued with respect to such Virata Common Stock to such a transferee if the Merger Consideration or on or with respect Virata Certificate is presented to the Exchange Agent, accompanied by all documents required to evidence and effect such transfer and to evidence that any amount payable pursuant to Section 2.1(d) or Section 2.2(c)applicable stock transfer taxes have been paid.

Exchange Procedures. As soon as reasonably practicable after the Effective Time and in any event not later than the fourth business day following the Effective Time, Parent the Surviving Corporation shall cause the Exchange Agent to mail to each holder of record of Shares as of a certificate or certificates which immediately prior to the Effective Time represented outstanding Shares (the "Certificates") (i) a form of letter of transmittal (which shall specify that delivery shall be effectedeffective, and that risk of loss and title to the Shares Certificates shall pass, only upon delivery of the Shares Certificates to the Exchange Agent Agent, and which letter shall be in customary form and substance have such other provisions as Parent may reasonably satisfactory to Parent and the Companyspecify) and (ii) instructions for use in effecting the surrender of the Shares such Certificates in exchange for certificates representing whole shares of Parent Common Stock (or appropriate alternative arrangements made by Parent if uncertificated shares of Parent Common Stock will be issued), cash in lieu of any fractional shares of Parent Common Stock pursuant to Section 2.1(d) and any dividends or other distributions payable pursuant to Section 2.2(c). Exchange of any Shares held in book entry form shall be effected in accordance with the Exchange Agent’s customary procedures with respect to securities held in book entry formapplicable Merger Consideration. Upon surrender of Shares for cancellation a Certificate to the Exchange Agent, Agent together with such letter of transmittal, duly executed and completed and validly executed in accordance with the instructions thereto, and such other documents as may reasonably be required by the Exchange Agent or ParentAgent, the holder of such Shares Certificate shall be entitled to receive in exchange therefor that number of whole (A) shares of Parent Common Stock representing, in the aggregate, the whole number of shares that such holder has the right to receive pursuant to Section 2.1 (after taking into account all Shares surrendered then held by such holder) and (B) a check in the amount equal to the cash that such holder has the right to receive pursuant to the provisions of this Article II, including cash in lieu of any fractional shares of Parent Common Stock pursuant to Section 2.7 and any dividends and other distributions pursuant to Section 2.5. No interest will be paid or will accrue on any cash payable pursuant to this Article II. In the event of a transfer of ownership of Company Common Stock which is not registered in the transfer records of the Company, shares of Parent Common Stock evidencing, in the aggregate, the proper number of shares of Parent Common Stock, a check in the proper amount of cash in lieu of any fractional shares of Parent Common Stock pursuant to Section 2.7 and any dividends or other distributions to which such holder is entitled pursuant to Section 2.1 (which shall 2.5, may be in uncertificated book entry form unless a physical certificate is affirmatively requested), payment by cash or check in lieu of fractional shares of Parent Common Stock which such holder is entitled to receive pursuant to Section 2.1(d) and any dividends or distributions payable pursuant to Section 2.2(c), and the Shares so surrendered shall forthwith be cancelled. If any portion of the Merger Consideration is to be registered in the name of a person other than the person in whose name the applicable surrendered Share is registered, it shall be a condition to the registration thereof that the surrendered Share be in proper form for transfer and that the person requesting such delivery of the Merger Consideration pay any and all transfer and other similar Taxes required to be paid as a result of such registration in the name of a person other than the registered holder of such Share or establish to the satisfaction of the Exchange Agent that such Taxes have been paid or are not payable. Until surrendered as contemplated by this Section 2.2(b), each Share shall be deemed at any time after the Effective Time to represent only the right to receive the Merger Consideration (and any amounts to be paid pursuant to Section 2.1(d) or Section 2.2(c)) upon such surrender. No interest shall be paid or shall accrue on or issued with respect to such Shares to such a transferee if the Merger Consideration or on or with respect Certificate representing such Shares is presented to the Exchange Agent, accompanied by all documents required to evidence and effect such transfer and to evidence that any amount payable pursuant to Section 2.1(dapplicable stock transfer Taxes (as hereinafter defined) or Section 2.2(c)have been paid.

Exchange Procedures. As soon as reasonably practicable Promptly after the Effective Time and (but in any no event not later than the fourth ten (10) business day following days after the Effective Time), Parent shall cause the Exchange Agent to mail to each holder of record of Shares as (other than holders of the Effective Time Excluded Shares) (i) a letter of transmittal (which shall specify specifying that delivery shall be effected, and that risk of loss and title to the Shares Certificates shall pass, only upon delivery of the Shares Certificates (or affidavits of loss in lieu thereof) to the Exchange Agent and which shall be in form and substance reasonably satisfactory to Parent and the Company) and (ii) instructions for use in effecting the surrender of the Shares Certificates in exchange for (A) certificates representing whole shares of Parent Common Stock and (or appropriate alternative arrangements made by Parent if uncertificated shares of Parent Common Stock will be issued), B) any unpaid dividends and other distributions and cash in lieu of any fractional shares of Parent Common Stock pursuant shares. Subject to Section 2.1(d) and any dividends or other distributions payable pursuant to Section 2.2(c4.2(h). Exchange of any Shares held in book entry form shall be effected in accordance with the Exchange Agent’s customary procedures with respect to securities held in book entry form. Upon , upon surrender of Shares for cancellation a Certificate to the Exchange Agent, Agent together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, and such other documents as may reasonably be required by the Exchange Agent or Parentexecuted, the holder of such Shares Certificate shall be entitled to receive in exchange therefor (x) a certificate representing that number of whole shares of Parent Common Stock (after taking into account all Shares surrendered by such holder) to which such holder is entitled pursuant to Section 2.1 (which shall be in uncertificated book entry form unless a physical certificate is affirmatively requested), payment by cash or check in lieu of fractional shares of Parent Common Stock which that such holder is entitled to receive pursuant to Section 2.1(dthis Article IV and (y) a check in the amount (after giving effect to any required tax withholdings) of (A) any cash in lieu of fractional shares plus (B) any unpaid cash dividends that such holder has the right to receive pursuant to the provisions of this Article IV and (z) any other non-cash dividends or other distributions that such holder has the right to receive pursuant to the provisions of this Article IV. No interest will be paid or accrued on any amount payable upon due surrender of the Certificates. In the event of a transfer of ownership of Shares that is not registered in the transfer records of the Company, a certificate representing the proper number of shares of Parent Common Stock, together with a check for any cash to be paid upon due surrender of the Certificate and any other cash dividends or distributions payable in respect thereof and any other non-cash dividends that such holder has the right to receive pursuant to Section 2.2(c)the provisions of this Article IV, may be issued and/or paid to such a transferee if the Certificate formerly representing such Shares is presented to the Exchange Agent, accompanied by all documents required to evidence and the Shares so surrendered shall forthwith be cancelledeffect such transfer and to evidence that any applicable stock transfer taxes have been paid. If any portion certificate for shares of the Merger Consideration Parent Common Stock is to be registered issued in the a name of a person other than that in which the person Certificate surrendered in whose name the applicable surrendered Share exchange therefor is registered, it shall be a condition to the registration thereof of such exchange that the surrendered Share be in proper form for transfer and that the person Person (as hereinafter defined) requesting such delivery exchange shall pay any transfer or other taxes required by reason of the Merger Consideration pay any and all transfer and other similar Taxes required to be paid as issuance of certificates of shares of Parent Common Stock in a result of such registration in the name of a person other than that of the registered holder of such Share the Certificate surrendered, or shall establish to the satisfaction of Parent or the Exchange Agent that such Taxes have tax has been paid or are is not payable. Until surrendered as contemplated by this Section 2.2(b), each Share shall be deemed at any time after the Effective Time to represent only the right to receive the Merger Consideration (and any amounts to be paid pursuant to Section 2.1(d) or Section 2.2(c)) upon such surrender. No interest shall be paid or shall accrue on or with respect to the Merger Consideration or on or with respect to any amount payable pursuant to Section 2.1(d) or Section 2.2(c)applicable.

Exchange Procedures. As soon promptly as reasonably practicable after the Effective Time and in any event not later than the fourth business day following the Effective Time, Parent the Buyer shall cause the Exchange Agent to mail to each holder of record of Shares as a Certificate whose shares of Company Common Stock were converted into the Effective Time right to receive the Merger Consideration pursuant to Section 2.4(b), (i) a form of letter of transmittal (which shall specify that delivery shall be effected, and that risk of loss and title to the Shares Certificates shall pass, only upon delivery of the Shares Certificates to the Exchange Agent and which shall be in customary form and substance shall have such other provisions as the Buyer may reasonably satisfactory to Parent and the Companyspecify) and (ii) instructions for use in effecting surrendering the surrender of the Shares Certificates in exchange for certificates representing whole shares applicable Merger Consideration, any dividends or other distributions to which holders of Parent Common Stock (or appropriate alternative arrangements made by Parent if uncertificated shares of Parent Common Stock will be issued), Certificates are entitled pursuant to Section 2.5(c) and cash in lieu of any fractional shares of Parent Buyer Common Stock to which such holders are entitled pursuant to Section 2.1(d) and any dividends or other distributions payable pursuant to Section 2.2(c2.5(e). Exchange of any Shares held in book entry form shall be effected in accordance with the Exchange Agent’s customary procedures with respect to securities held in book entry form. Upon surrender of Shares a Certificate for cancellation to the Exchange Agent, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions theretoexecuted, and such other documents as may be reasonably be required by the Exchange Agent or ParentAgent, the holder of such Shares Certificate shall be entitled to receive in exchange therefor (A) a certificate (or evidence of shares in book-entry form) representing that number of whole shares of Parent Buyer Common Stock (that such holder has the right to receive pursuant to the provisions of this Article II after taking into account all Shares surrendered the shares of Company Common Stock then held by such holderholder under all such Certificates so surrendered and (B) a check for the cash that such holder is entitled to receive pursuant to the provisions of this Article II after taking into account all the shares of Company Common Stock then held by such holder under all such Certificates so surrendered, including any dividends or other distributions to which such holder is entitled pursuant to Section 2.1 (which shall be in uncertificated book entry form unless a physical certificate is affirmatively requested), payment by 2.5(c) and cash or check in lieu of any fractional shares of Parent Buyer Common Stock to which such holder is entitled to receive pursuant to Section 2.1(d) and any dividends or distributions payable pursuant to Section 2.2(c2.5(e), and the Shares Certificate so surrendered shall forthwith then be cancelledcanceled. If any portion In the event of the Merger Consideration a transfer of ownership of shares of Company Common Stock that is to be not registered in the name transfer records of the Company, (w) a person certificate (or evidence of shares in book-entry form) representing the proper number of shares of Buyer Common Stock, (x) any dividends or other distributions to which such holder is entitled pursuant to Section 2.5(c) and (y) cash in lieu of any fractional shares of Buyer Common Stock to which such holder is entitled pursuant to Section 2.5(e), may be issued to a Person other than the person Person in whose name the applicable Certificate so surrendered Share is registered, it if, upon presentation to the Exchange Agent, such Certificate shall be a condition to the registration thereof that the surrendered Share properly endorsed or otherwise be in proper form for transfer and that the person Person requesting such delivery issuance shall pay any transfer or other Taxes required by reason of the Merger Consideration pay any and all transfer and other similar Taxes required issuance of shares of Buyer Common Stock to be paid as a result of such registration in the name of a person Person other than the registered holder of such Share Certificate or establish to the reasonable satisfaction of the Exchange Agent that such Taxes have Tax has been paid or are is not payableapplicable. Until surrendered as contemplated by this Section 2.2(b2.5(b), each Share Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration (and Consideration, any amounts dividends or other distributions to be paid which the holder of such Certificate is entitled pursuant to Section 2.1(d2.5(c) or and cash in lieu of any fractional share of Buyer Common Stock to which such holder is entitled pursuant to Section 2.2(c2.5(e)) upon such surrender. No interest shall will be paid or shall will accrue on or with respect to the Merger Consideration or on or with respect any cash payable to any amount payable holders of Certificates pursuant to Section 2.1(d2.5(c) or Section 2.2(c(e).

Exchange Procedures. As soon promptly as reasonably practicable after the Effective Time and in any event not later than the fourth business day following the Effective Time, Parent shall cause the Exchange Agent to mail to each person who was, at the Effective Time, a holder of record of Shares as of entitled to receive the Effective Time Merger Consideration pursuant to Section 2.1(a): (i) a letter of transmittal (which shall be in customary form and shall specify that delivery shall be effected, and that risk of loss and title to the Shares Certificates shall pass, only upon proper delivery of the Shares Certificates to the Exchange Agent and which shall be in form and substance reasonably satisfactory to Parent and the CompanyAgent) and (ii) instructions for use in effecting the surrender of the Shares in exchange for certificates representing whole shares of Parent Common Stock (or appropriate alternative arrangements made by Parent if uncertificated shares of Parent Common Stock will be issued), cash in lieu of any fractional shares of Parent Common Stock Certificates pursuant to Section 2.1(d) and any dividends or other distributions payable pursuant to Section 2.2(c). Exchange such letter of any Shares held in book entry form shall be effected in accordance with the Exchange Agent’s customary procedures with respect to securities held in book entry formtransmittal. Upon surrender of Shares for cancellation to the Exchange AgentAgent of a Certificate for cancellation, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, and such other documents as may reasonably be required by the Exchange Agent or Parentpursuant to such instructions, the holder of such Shares Certificate shall be entitled to receive in exchange therefor therefore: (A) a certificate representing that number of whole shares of Parent Common Stock (after taking into account all which such holder has the right to receive in respect of such holder's Shares surrendered formerly represented by such Certificate, and (B) a check for the cash which such holder has the right to receive in respect of such holder) 's Shares formerly represented by such Certificate and for cash in lieu of any fractional shares of Parent Common Stock to which such holder is entitled pursuant to Section 2.1 (2.7(e) and any dividends or other distributions to which shall be in uncertificated book entry form unless a physical certificate such holder is affirmatively requestedentitled pursuant to Section 2.7(c), payment by and the Certificate so surrendered shall forthwith be cancelled. No interest will be paid or will accrue on any cash payable pursuant to Section 2.1(a), 2.7(c) or check 2.7(e). In the event of a transfer of ownership of Shares that is not registered in lieu the transfer records of fractional the Company, a certificate representing the proper number of shares of Parent Common Stock which such holder has the right to receive in respect of such holder's Shares formerly represented by such Certificate and a check for cash which such holder has the right to receive in respect of such holder's Shares formerly represented by such Certificate, for cash in lieu of any fractional shares of Parent Common Stock to which such holder is entitled to receive pursuant to Section 2.1(d2.7(e) and for any dividends or other distributions payable to which such holder is entitled pursuant to Section 2.2(c), and 2.7(c) may be issued to a transferee if the Certificate representing such Shares so surrendered shall forthwith be cancelled. If any portion of the Merger Consideration is to be registered in the name of a person other than the person in whose name the applicable surrendered Share is registered, it shall be a condition presented to the registration thereof that the surrendered Share be 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 delivery of the Merger Consideration pay any and all applicable stock transfer and other similar Taxes required to be paid as a result of such registration in the name of a person other than the registered holder of such Share or establish to the satisfaction of the Exchange Agent that such Taxes taxes have been paid or are not payablepaid. Until surrendered as contemplated by this Section 2.2(b)2.7, each Share 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 (and Consideration, the cash in lieu of any amounts fractional shares of Parent Common Stock to be paid which such holder is entitled pursuant to Section 2.1(d2.7(e) and any dividends or Section 2.2(c)) upon other distributions to which such surrender. No interest shall be paid or shall accrue on or with respect to the Merger Consideration or on or with respect to any amount payable holder is entitled pursuant to Section 2.1(d) or Section 2.2(c2.7(c).

Exchange Procedures. (i) As soon as reasonably practicable after the Effective Time and in any event not later than the fourth business day following the Effective Time, Parent shall cause the Exchange Agent to shall mail to each holder of record of Shares as of whose Shares were converted into the Effective Time Merger Consideration pursuant to Section 2.1, (ix) a letter of transmittal (which shall specify that delivery shall be effected, and that risk of loss and title to the Shares Certificates shall pass, only upon delivery of the Certificates (or effective affidavits of loss in lieu thereof) or Book-Entry Shares to the Exchange Agent and which shall be in such form and substance reasonably satisfactory to have such other provisions as Parent and the Company) Company may mutually agree), and (iiy) instructions for use in effecting the surrender of the Certificates (or effective affidavits of loss in lieu thereof) or Book-Entry Shares in exchange for certificates representing whole shares of Parent Common Stock the Merger Consideration. (or appropriate alternative arrangements made by Parent if uncertificated shares of Parent Common Stock will be issued), cash in lieu of any fractional shares of Parent Common Stock pursuant to Section 2.1(dii) and any dividends or other distributions payable pursuant to Section 2.2(c). Exchange of any Shares held in book entry form shall be effected in accordance with the Exchange Agent’s customary procedures with respect to securities held in book entry form. Upon surrender of Certificates (or effective affidavits of loss in lieu thereof) or Book-Entry Shares for cancellation to the Exchange Agent, Agent together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, and such other documents as may reasonably customarily be required by the Exchange Agent or ParentAgent, the holder of such Certificates or Book-Entry Shares shall be entitled to receive in exchange therefor that number for such properly surrendered Certificates (or effective affidavits of whole loss in lieu thereof) or such Book-Entry Shares (x) one or more shares of Parent Common Stock (after taking into account all Shares surrendered by such holder) to which such holder is entitled pursuant to Section 2.1 (which shall be in uncertificated book non-certificated book-entry form unless a physical certificate is affirmatively requested)) representing, payment by in the aggregate, the whole number of shares of Parent Common Stock, if any, that such holder has the right to receive pursuant to Section 2.1 and (y) an amount in cash or check equal to the cash portion of the Merger Consideration, if any, that such holder has the right to receive pursuant to Section 2.1 and this Article II, including cash payable in lieu of fractional shares of Parent Common Stock which such holder is entitled to receive pursuant to Section 2.1(d) 2.3 and any dividends or and other distributions payable pursuant to Section 2.2(c2.2(h), and . No interest will be paid or accrued on any amount payable upon due surrender of Certificates or Book-Entry Shares. In the event of a transfer of ownership of Shares so surrendered shall forthwith be cancelled. If any portion of the Merger Consideration that is to be not registered in the name transfer records of the Company, the relevant Merger Consideration to be issued or paid upon due surrender of the Certificate may be issued or paid to such a person other than transferee if the person in whose name the applicable surrendered Share Certificate formerly representing such Shares is registered, it shall be a condition presented to the registration thereof that the surrendered Share be in proper form for Exchange Agent, accompanied by all documents required to evidence and effect such transfer and to evidence that the person requesting such delivery of the Merger Consideration pay any and all applicable stock transfer and other similar Taxes required to be paid (as a result of such registration in the name of a person other than the registered holder of such Share or establish to the satisfaction of the Exchange Agent that such Taxes hereinafter defined) have been paid or are not payable. Until surrendered as contemplated by this Section 2.2(b), each Share applicable. (iii) The Exchange Agent shall be deemed at entitled to deduct and withhold from the consideration otherwise payable under this Agreement to any time after the Effective Time to represent only the right to receive the Merger Consideration (and any holder of Shares, such amounts as are required to be paid pursuant to Section 2.1(d) withheld or Section 2.2(c)) upon such surrender. No interest shall be paid deducted under the Code or shall accrue on any provision of U.S. state or local Tax Law with respect to the Merger Consideration making of such payment. To the extent that amounts are so withheld or on deducted and paid over to the applicable Governmental Entity (as hereinafter defined), such withheld or with deducted amounts shall be treated for all purposes of this Agreement as having been paid to the holder of the Shares, in respect to any amount payable pursuant to Section 2.1(d) or Section 2.2(c)of which such deduction and withholding were made.

Exchange Procedures. As soon as reasonably practicable Promptly after the Effective Time and in any event not later than the fourth business day following the Effective Time, Parent the Surviving Corporation shall cause the Exchange Agent to mail to each holder of record of Shares as of the Effective Time a Certificate (i) a letter of transmittal (which shall specify that delivery shall be effected, and that risk of loss and title to the Shares Certificates shall pass, only upon proper delivery of the Shares Certificates to the Exchange Agent Agent, and which letter shall be in customary form and substance have such other provisions as Parent may reasonably satisfactory specify (such letter to Parent and be reasonably acceptable to the CompanyCompany prior to the Effective Time) and (ii) instructions for use in effecting the surrender of the Shares such Certificates in exchange for certificates representing whole shares of Parent Common Stock (or appropriate alternative arrangements made by Parent if uncertificated shares of Parent Common Stock will be issued), cash in lieu of any fractional shares of Parent Common Stock pursuant to Section 2.1(d) and any dividends or other distributions payable pursuant to Section 2.2(c). Exchange of any Shares held in book entry form shall be effected in accordance with the Exchange Agent’s customary procedures with respect to securities held in book entry formapplicable Merger Consideration. Upon surrender of Shares for cancellation a Certificate to the Exchange Agent, Agent together with such letter of transmittal, duly executed and completed and validly executed in accordance with the instructions thereto, and such other documents as may reasonably be required by the Exchange Agent or ParentAgent, the holder of such Shares Certificate shall be entitled to receive in exchange therefor that number (i) in the case of whole holders of Common Certificates (A) one or more shares of Parent Common Stock (which shall be in uncertificated book-entry form unless a physical certificate is requested) representing, in the aggregate, the whole number of shares that such holder has the right to receive pursuant to Section 1.8 (after taking into account all Shares surrendered shares of Company Common Stock then held by such holder) and (B) a check in the amount equal to the cash that such holder has the right to receive pursuant to the provisions of this Article II, consisting of cash in lieu of any fractional shares of Parent Common Stock pursuant to Section 2.5 and dividends and other distributions pursuant to Section 2.3 and (ii) in the case of holders of Preferred Certificates (A) one or more shares of Parent Convertible Preferred Stock (which shall be in uncertificated book-entry form unless a physical certificate is requested) representing, in the aggregate, the number of shares that such holder has the right to receive pursuant to Section 1.8 and (B) a check in the amount equal to the cash that such holder has the right to receive pursuant to the provisions of this Article II, consisting of dividends and other distributions pursuant to Section 2.3. No interest will be paid or will accrue on any cash payable pursuant to Section 2.3 or Section 2.5. In the event of a transfer of ownership of Company Common Stock or Company Convertible Preferred Stock which is not registered in the transfer records of the Company, one or more shares of Parent Common Stock or Parent Convertible Preferred Stock evidencing, in the aggregate, the proper number of shares of Parent Common Stock or Parent Convertible Preferred Stock, a check in the proper amount of cash in lieu of any fractional shares of Parent Common Stock pursuant to Section 2.5 and any dividends or other distributions to which such holder is entitled pursuant to Section 2.1 (which shall 2.3, may be in uncertificated book entry form unless a physical certificate is affirmatively requested), payment by cash or check in lieu of fractional shares of Parent Common Stock which such holder is entitled to receive pursuant to Section 2.1(d) and any dividends or distributions payable pursuant to Section 2.2(c), and the Shares so surrendered shall forthwith be cancelled. If any portion of the Merger Consideration is to be registered in the name of a person other than the person in whose name the applicable surrendered Share is registered, it shall be a condition to the registration thereof that the surrendered Share be in proper form for transfer and that the person requesting such delivery of the Merger Consideration pay any and all transfer and other similar Taxes required to be paid as a result of such registration in the name of a person other than the registered holder of such Share or establish to the satisfaction of the Exchange Agent that such Taxes have been paid or are not payable. Until surrendered as contemplated by this Section 2.2(b), each Share shall be deemed at any time after the Effective Time to represent only the right to receive the Merger Consideration (and any amounts to be paid pursuant to Section 2.1(d) or Section 2.2(c)) upon such surrender. No interest shall be paid or shall accrue on or issued with respect to such Company Common Stock or Company Convertible Preferred Stock to such a transferee if the Merger Consideration or on or with respect Certificate representing such shares of Company Common Stock is presented to the Exchange Agent, accompanied by all documents required to evidence and effect such transfer and to evidence that any amount payable pursuant to Section 2.1(d) or Section 2.2(c)applicable stock transfer taxes have been paid.

Exchange Procedures. As soon promptly as reasonably practicable after the Effective Time and in any event not later than the fourth business day following the Effective Time, Parent shall cause the Exchange Agent to mail to each holder of record of Shares (as of the Effective Time) of a certificate or certificates (the “Certificates”) which immediately prior to the Effective Time represented outstanding shares of Company Common Stock whose shares were converted into the right to receive shares of Parent Common Stock pursuant to Section 1.6(a), cash in lieu of any fractional shares pursuant to Section 1.6(f) and any dividends or other distributions pursuant to Section 1.7(d): (i) a letter of transmittal (which shall specify that delivery shall be effected, and that risk of loss and title to the Shares Certificates shall pass, only upon delivery of the Shares Certificates to the Exchange Agent and which shall be in customary form and substance have such other provisions as Parent may reasonably satisfactory to Parent specify and the CompanyCompany shall reasonably approve prior to the Effective Time) and (ii) instructions for use in effecting the surrender of the Shares Certificates in exchange for certificates representing whole shares of Parent Common Stock (or appropriate alternative arrangements made by Parent if uncertificated shares of Parent Common Stock will be issued)Stock, cash in lieu of any fractional shares of Parent Common Stock pursuant to Section 2.1(d1.6(f) and any dividends or other distributions payable pursuant to Section 2.2(c1.7(d). Exchange of any Shares held in book entry form shall be effected in accordance with the Exchange Agent’s customary procedures with respect to securities held in book entry form. Upon surrender of Shares Certificates for cancellation to the Exchange AgentAgent or to such other agent or agents as may be appointed by Parent, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, thereto and such other documents as may reasonably be required by the Exchange Agent or ParentAgent, the holder of such Shares Certificates shall be entitled to receive in exchange therefor that the number of whole shares of Parent Common Stock (after taking into account all Shares Certificates surrendered by such holder) to which such holder is entitled pursuant to Section 2.1 1.6(a) (which shall be in uncertificated book entry form unless a physical certificate is affirmatively requestedrequested or is otherwise required by applicable law or regulation), payment by cash or check in lieu of fractional shares of Parent Common Stock which such holder is entitled has the right to receive pursuant to Section 2.1(d1.6(f) and any dividends or distributions payable pursuant to Section 2.2(c1.7(d), and the Shares Certificates so surrendered shall forthwith be cancelled. If any portion of the Merger Consideration is to be registered in the name of a person other than the person in whose name the applicable surrendered Share is registered, it shall be a condition to the registration thereof that the surrendered Share be in proper form for transfer and that the person requesting such delivery of the Merger Consideration pay any and all transfer and other similar Taxes required to be paid as a result of such registration in the name of a person other than the registered holder of such Share or establish to the satisfaction of the Exchange Agent that such Taxes have been paid or are not payablecanceled. Until surrendered as contemplated by this Section 2.2(b)so surrendered, each Share shall outstanding Certificates will be deemed at any time from and after the Effective Time Time, for all corporate purposes, to represent only evidence the ownership of the number of full shares of Parent Common Stock into which such shares of Company Common Stock shall have been so converted and the right to receive an amount in cash in lieu of the Merger Consideration (issuance of any fractional shares in accordance with Section 1.6(f) and any amounts to be paid pursuant to Section 2.1(d) dividends or Section 2.2(c)) upon such surrender. No interest shall be paid or shall accrue on or with respect to the Merger Consideration or on or with respect to any amount distributions payable pursuant to Section 2.1(d) or Section 2.2(c1.7(d).