Common use of Exchange Procedures Clause in Contracts

Exchange Procedures. As promptly as practicable after the Effective Time, but in any event within three business days thereafter, TopCo shall cause the Exchange Agent to mail to each holder of record of Company Common Stock (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Exchange Agent and which shall otherwise be in customary form) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the Merger Consideration, any cash in lieu of fractional shares pursuant to Section 2.02(i) and any dividends or other distributions payable pursuant to Section 2.02(c) or Section 2.02(j). Each holder of record of Company Common Stock shall, upon surrender to the Exchange Agent of such Certificate (or affidavit of loss in lieu thereof as provided in Section 2.02(h)), together with such letter of transmittal, duly completed and validly executed, and such other documents as may reasonably be required by the Exchange Agent, be entitled to receive in exchange therefor that number of whole TopCo Common Shares, CCRs and/or cash representing the Merger Consideration that such holder has the right to receive pursuant to this Article II, cash in lieu of any fractional TopCo Common Shares such holder is entitled to receive pursuant to Section 2.02(i) and any dividends or other distributions such holder is entitled to receive pursuant to Section 2.02(c) or Section 2.02(j), 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, payment of the Merger Consideration may be made to a person other than the person in whose name the Certificate so surrendered is registered if such Certificate shall be properly endorsed or otherwise be in proper form for transfer and the person requesting such payment shall pay any fiduciary or surety bonds or any transfer or other similar Taxes required by reason of the payment of the Merger Consideration to a person other than the registered holder of such Certificate or establish to the reasonable satisfaction of TopCo that such Tax has been paid or is not applicable. Until surrendered as contemplated by this Section 2.02(b), each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender that number of whole TopCo Common Shares, CCRs and/or cash representing the Merger Consideration that such holder has the right to receive pursuant to this Article II, cash in lieu of any fractional TopCo Common Shares such holder is entitled to receive pursuant to Section 2.02(i) and any dividends or other distributions such holder is entitled to receive pursuant to Section 2.02(c) or Section 2.02(j). No interest shall be paid or will accrue on any consideration payable to holders of Certificates pursuant to the provisions of this Article II.

Exchange Procedures. As promptly as practicable Promptly after the Effective Time, but in any event within three business days thereafter, TopCo shall cause the Exchange Agent to mail will distribute to each former holder of record of Company Common Stock (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Exchange Agent and which shall otherwise be in customary form) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the Merger Consideration, any cash in lieu of fractional shares pursuant to Section 2.02(i) and any dividends or other distributions payable pursuant to Section 2.02(c) or Section 2.02(j). Each holder of record of Company Common Stock shallStock, upon surrender to the Exchange Agent for cancellation of such Certificate (one or affidavit of loss in lieu thereof as provided in Section 2.02(h))more certificates, together with such accompanied by a duly executed letter of transmittaltransmittal that theretofore evidenced shares of Company Common Stock, duly completed and validly executed, and such other documents as may reasonably be required by certificates evidencing the Exchange Agent, be entitled to receive in exchange therefor that appropriate number of whole TopCo shares of Acquiror Common Shares, CCRs and/or cash representing Stock into which such shares of Company Common Stock were converted pursuant to the Merger Consideration that and any dividends or distributions related thereto which such former holder has the right to receive pursuant to this Article II, cash in lieu of any fractional TopCo Company Common Shares such holder Stock is entitled to receive pursuant to Section 2.02(i) and any dividends or other distributions such holder is entitled to receive pursuant to Section 2.02(c) or Section 2.02(j), and the Certificate so surrendered shall forthwith be canceledprovisions of this Article III. In the event If shares of a transfer of ownership of Company Acquiror Common Stock which is not registered in the transfer records of the Company, payment of the Merger Consideration may are to be made issued to a person Person other than the person Person in whose name the Certificate so surrendered is registered if such Certificate certificate or certificates are registered, it will be a condition of issuance of Acquiror Common Stock that the surrendered certificate or certificates shall be properly endorsed endorsed, with signatures guaranteed by a member firm of the New York Stock Exchange or a bank chartered under the Laws of the United States, or otherwise be in proper form for transfer and that the person Person requesting such payment shall pay any fiduciary or surety bonds or any transfer or other similar Taxes required by reason of the payment issuance of the Merger Consideration Acquiror Common Stock to a person Person other than the registered holder of the surrendered certificate or certificates or such Certificate or Person shall establish to the reasonable satisfaction of TopCo Acquiror that any such Tax has been paid or is not applicable. Until surrendered as contemplated by this Section 2.02(b)Notwithstanding the foregoing, each Certificate shall neither the Exchange Agent nor any party hereto will be deemed at liable to any time after the Effective Time former holder of Company Common Stock for any Acquiror Common Stock or cash or dividends or distributions thereon delivered to represent only the right to receive upon such surrender that number of whole TopCo Common Shares, CCRs and/or cash representing the Merger Consideration that such holder has the right to receive a public official pursuant to this Article II, cash in lieu of any fractional TopCo Common Shares such holder is entitled to receive pursuant to Section 2.02(i) and any dividends or other distributions such holder is entitled to receive pursuant to Section 2.02(c) or Section 2.02(j). No interest shall be paid or will accrue on any consideration payable to holders of Certificates pursuant to the provisions of this Article IIapplicable escheat Law.

Exchange Procedures. As promptly soon as reasonably practicable after the Effective Time, but Time and in any event within three business days thereafternot later than the fifth Business Day following the Effective Time, TopCo Parent shall cause the Exchange Agent to transmit (or mail in the case of certificated Shares) to each former holder of record of Company Common Stock Shares, which at the Effective Time were converted into the right to receive the Merger Consideration pursuant to Section 3.1, (i) a letter of transmittal (which shall specify that delivery shall be effected, and that risk of loss and title to the Certificates Shares shall pass, only upon proper delivery of the Certificates Shares to the Exchange Agent and which shall otherwise be in customary formform and substance reasonably satisfactory to Parent and the Company) and (ii) instructions for use in effecting the surrender of the Certificates Shares in exchange for the Merger Considerationwhole shares of Parent Common Stock, any cash in lieu of any fractional shares of Parent Common Stock pursuant to Section 2.02(i3.1(d) and any dividends or other distributions payable pursuant to Section 2.02(c) or Section 2.02(j3.2(c). Each holder Upon surrender of record of Company Common Stock shall, upon surrender Shares for cancellation and exchange to the Exchange Agent of such Certificate (or affidavit of loss in lieu thereof as provided in Section 2.02(h))Agent, together with such letter of transmittal, duly completed and validly executedexecuted in accordance with the instructions thereto, and such other documents as may reasonably be required by the Exchange Agent, the holder of such Shares shall be entitled to receive in exchange therefor that number of whole TopCo shares of Parent Common Shares, CCRs and/or cash representing the Merger Consideration that Stock (after taking into account all Shares surrendered by such holder) to which such holder has the right to receive is entitled pursuant to this Article IISection 3.1 (which shall be in uncertificated book entry form unless a physical certificate is requested), cash payment by check in lieu of any fractional TopCo shares of Parent Common Shares Stock which such holder is entitled to receive pursuant to Section 2.02(i3.1(d) and any dividends or other distributions such holder is entitled to receive payable pursuant to Section 2.02(c) or Section 2.02(j3.2(c), and the Certificate Shares so surrendered shall forthwith be canceledcancelled. In the event of a transfer of ownership of Company Common Stock which is not registered in the transfer records of the Company, payment If any portion of the Merger Consideration may is to be made to registered in the name of a person Person other than the person Person in whose name the Certificate so applicable surrendered Share is registered if such Certificate registered, it shall be properly endorsed or otherwise a condition to the registration thereof that the surrendered Share be in proper form for transfer and that the person Person requesting such payment shall delivery of the Merger Consideration pay any fiduciary or surety bonds or any transfer or other similar Taxes required by reason as a result of such registration in the payment name of the Merger Consideration to a person Person other than the registered holder of such Certificate Share or establish to the reasonable satisfaction of TopCo the Exchange Agent that such Tax has been paid or is not applicablepayable. Until surrendered as contemplated by this Section 2.02(b3.2(b), each Certificate Share shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender that number of whole TopCo Common Shares, CCRs and/or cash representing the Merger Consideration that such holder has the right (and any amounts to receive pursuant to this Article II, cash in lieu of any fractional TopCo Common Shares such holder is entitled to receive be paid pursuant to Section 2.02(i) and any dividends or other distributions such holder is entitled to receive pursuant to Section 2.02(c3.1(d) or Section 2.02(j3.2(c)) upon such surrender. No interest shall be paid or will shall accrue on any consideration amount payable to holders of Certificates pursuant to the provisions of this Article IISection 3.1(d) or Section 3.2(c).

Exchange Procedures. As promptly soon as reasonably practicable after the Effective Time, but Time and in any event within three not later than the fifth business days thereafterday following the Effective Time, TopCo ETP shall cause the Exchange Agent to mail to each holder of record of Company Common Stock 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 Certificates Shares shall pass, only upon proper delivery of the Certificates Shares to the Exchange Agent and which shall otherwise be in customary formAgent) and (ii) instructions for use in effecting the surrender of the Certificates certificates or book-entry notations representing Shares (in each case, “Certificates”) in exchange for the for, as applicable, cash Merger Consideration, any certificates representing whole Common Units (or book-entry notations, if uncertificated Common Units will be issued), cash in lieu of any fractional shares Common Units pursuant to Section 2.02(i2.1(d) and any dividends or other distributions payable pursuant to Section 2.02(c) or Section 2.02(j2.3(c). Each holder Upon surrender of record of Company Common Stock shall, upon surrender Certificates for cancellation to the Exchange Agent of such Certificate (or affidavit of loss in lieu thereof as provided in Section 2.02(h))Agent, together with such letter of transmittal, duly completed and validly executedexecuted in accordance with the instructions thereto, and such other documents as may reasonably be required by the Exchange Agent, the holder of such Shares shall be entitled to receive in exchange therefor therefor, as applicable, that number of whole TopCo Common Shares, CCRs and/or Units (after taking into account all Shares surrendered by such holder) to which such holder is entitled pursuant to Section 2.1 and payment by cash representing the or check of that amount of cash Merger Consideration that to which such holder has the right to receive is entitled pursuant to this Article IISection 2.1, that amount of cash in lieu of any fractional TopCo Common Shares Units which such holder is entitled to receive pursuant to Section 2.02(i2.1(d) and any dividends or other distributions payable pursuant to Section 2.3(c) to which such holder is entitled to receive pursuant to Section 2.02(c) or Section 2.02(j)entitled, and the Certificate Shares represented by the Certificates so surrendered shall forthwith be canceledcancelled. In the event of a transfer of ownership of Company If any cash payment is to be made to, or any Common Stock which is not registered in the transfer records of the Company, payment Units constituting any part of the Merger Consideration may is to be made to registered in the name of, a person other than the person in whose name the Certificate so applicable surrendered Share is registered if such Certificate registered, it shall be properly endorsed a condition to the payment or otherwise registration thereof that the surrendered Certificate be in proper form for transfer and that the person requesting such payment shall or delivery of the Merger Consideration pay any fiduciary or surety bonds or any transfer or other similar Taxes required by reason as a result of such registration in the payment name of the Merger Consideration to a person other than the registered holder of such Certificate or establish to the reasonable satisfaction of TopCo the Exchange Agent that such Tax has been paid or is not applicablepayable. Until surrendered as contemplated by this Section 2.02(b2.3(b), each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender that number of whole TopCo Common Shares, CCRs and/or cash representing the Merger Consideration that such holder has the right (and any amounts to receive pursuant to this Article II, cash in lieu of any fractional TopCo Common Shares such holder is entitled to receive be paid pursuant to Section 2.02(i) and any dividends or other distributions such holder is entitled to receive pursuant to Section 2.02(c2.1(d) or Section 2.02(j2.3(c)) upon such surrender. No interest shall be paid or will shall accrue on any consideration amount payable to holders of Certificates pursuant to the provisions of this Article IISection 2.1(d) or Section 2.3(c).

Exchange Procedures. As promptly as practicable Promptly after the Effective Time, but Time (and in any event within three business days five (5) Business Days thereafter), TopCo Parent shall cause the Exchange Agent to mail to each holder of record of Company Common Certificates (other than Excluded Shares or any holder of a Certificate who properly made and did not revoke a Mixed Election, a Cash Election or a Stock (iElection pursuant to Section 4.3) a letter of transmittal (which shall specify in customary form advising such holder of the effectiveness of the Merger and the conversion of its Shares into the right to receive the Merger Consideration, and specifying that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to (or affidavits of loss in lieu of the Exchange Agent and which shall otherwise be Certificates as provided in customary formSection 4.2(g)) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the Merger Consideration, any cash (or affidavits of loss in lieu of fractional shares the Certificates as provided in Section 4.2(g)). Each holder of a Certificate who properly made and did not revoke a Mixed Election, a Cash Election or a Stock Election pursuant to Section 2.02(i) and 4.3 shall be entitled to receive in exchange therefor the Mixed Election Consideration, the Cash Election Consideration or the Stock Election Consideration, as applicable, for each Share formerly represented by such Certificate, any dividends or other distributions payable pursuant to Section 2.02(c4.2(c) or and cash in lieu of any fractional shares of Series C Common Stock payable pursuant to Section 2.02(j4.2(e), and the Certificate so surrendered shall forthwith be cancelled. Each holder of record of Company Common Stock shalla Certificate representing Non-Electing Shares, upon the surrender to the Exchange Agent of such Certificate (or affidavit of loss in lieu thereof as provided in Section 2.02(h4.2(g)), together with such letter of transmittal, duly completed and validly executed, and such other documents as may reasonably be required by ) to the Exchange AgentAgent in accordance with the terms of such transmittal materials, shall be entitled to receive in exchange therefor that number of whole TopCo Common Sharesthe Mixed Election Consideration for each Non-Electing Share formerly represented by such Certificate, CCRs and/or cash representing the Merger Consideration that such holder has the right to receive pursuant to this Article II, cash in lieu of any fractional TopCo Common Shares such holder is entitled to receive pursuant to Section 2.02(i) and any dividends or other distributions such holder is entitled to receive payable pursuant to Section 2.02(c4.2(c) or Section 2.02(jand cash in lieu of fractional shares of Series C Common Stock payable pursuant to 4.2(e), and the Certificate so surrendered shall forthwith be canceledcancelled. No interest will be paid or accrued on any amount payable upon due surrender of the Certificates. In the event of a transfer of ownership of Company Common Stock which Shares that is not registered in the transfer records of the Company, payment the proper number of shares of Series C Common Stock in uncertificated form, together with a check for any cash to be paid upon due surrender of the Merger Consideration Certificate and any other dividends or distributions in respect thereof, may be made 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 or are not applicable. If any shares (or evidence of shares in book-entry form) of Series C Common Stock are to be issued to a person name other than the person that in whose name which the Certificate so surrendered in exchange therefor is registered if such Certificate registered, it shall be properly endorsed or otherwise be in proper form for transfer and a condition of such exchange that the person Person requesting such payment exchange shall pay any fiduciary or surety bonds or any stock transfer or other similar Taxes required by reason of the payment issuance of the Merger Consideration to shares (or evidence of shares in book-entry form) of Series C Common Stock in a person name other than that of the registered holder of such the Certificate surrendered, or shall establish to the reasonable satisfaction of TopCo Parent or the Exchange Agent that such Tax has Taxes have been paid or is are not applicable. Until surrendered as contemplated by For the purposes of this Section 2.02(bAgreement, the term “Person” shall mean any individual, corporation (including not-for-profit), each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender that number of whole TopCo Common Sharesgeneral or limited partnership, CCRs and/or cash representing the Merger Consideration that such holder has the right to receive pursuant to this Article IIlimited liability company, cash in lieu joint venture, estate, trust, association, organization, Governmental Entity or other entity of any fractional TopCo Common Shares such holder is entitled to receive pursuant to Section 2.02(i) and any dividends kind or other distributions such holder is entitled to receive pursuant to Section 2.02(c) or Section 2.02(j). No interest shall be paid or will accrue on any consideration payable to holders of Certificates pursuant to the provisions of this Article IInature.

Exchange Procedures. As promptly soon as reasonably practicable after the Effective Time, but Time and in any event within three not later than the fifth business days thereafterday following the Effective Time, TopCo Parent shall cause the Exchange Agent to mail to each holder of record of Company Common Stock 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 Certificates Shares shall pass, only upon proper delivery of the Certificates Shares to the Exchange Agent and which shall otherwise be in customary formAgent) and (ii) instructions for use in effecting the surrender of the Certificates Shares in exchange for the for, as applicable, cash Merger Consideration, any certificates representing whole Common Units (or appropriate alternative arrangements shall be made by Parent if uncertificated Common Units will be issued), cash in lieu of any fractional shares Common Units pursuant to Section 2.02(i2.1(d) and any dividends or other distributions payable pursuant to Section 2.02(c) or Section 2.02(j2.3(c). Each holder Upon surrender of record of Company Common Stock shall, upon surrender Shares for cancellation to the Exchange Agent of such Certificate (or affidavit of loss in lieu thereof as provided in Section 2.02(h))Agent, together with such letter of transmittal, duly completed and validly executedexecuted in accordance with the instructions thereto, and such other documents as may reasonably be required by the Exchange Agent, the holder of such Shares shall be entitled to receive in exchange therefor therefor, as applicable, that number of whole TopCo Common Shares, CCRs and/or Units (after taking into account all Shares surrendered by such holder) to which such holder is entitled pursuant to Section 2.1 and payment by cash representing the or check of that amount of cash Merger Consideration that to which such holder has the right to receive is entitled pursuant to this Article IISection 2.1, that amount of cash in lieu of any fractional TopCo Common Shares Units which such holder is entitled to receive pursuant to Section 2.02(i2.1(d) and any dividends or other distributions such holder is entitled to receive payable pursuant to Section 2.02(c) or Section 2.02(j2.3(c), and the Certificate Shares so surrendered shall forthwith be canceledcancelled. In the event of a transfer of ownership of Company If any cash payment is to be made to, or any Common Stock which is not registered in the transfer records of the Company, payment Units constituting any part of the Merger Consideration may is to be made to registered in the name of, a person other than the person in whose name the Certificate so applicable surrendered Share is registered if such Certificate registered, it shall be properly endorsed a condition to the payment or otherwise registration thereof that the surrendered Share be in proper form for transfer and that the person requesting such payment shall or delivery of the Merger Consideration pay any fiduciary or surety bonds or any transfer or other similar Taxes required by reason as a result of such registration in the payment name of the Merger Consideration to a person other than the registered holder of such Certificate Share or establish to the reasonable satisfaction of TopCo the Exchange Agent that such Tax has been paid or is not applicablepayable. Until surrendered as contemplated by this Section 2.02(b2.2(b), each Certificate Share shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender that number of whole TopCo Common Shares, CCRs and/or cash representing the Merger Consideration that such holder has the right (and any amounts to receive pursuant to this Article II, cash in lieu of any fractional TopCo Common Shares such holder is entitled to receive be paid pursuant to Section 2.02(i) and any dividends or other distributions such holder is entitled to receive pursuant to Section 2.02(c2.1(d) or Section 2.02(j2.3(c)) upon such surrender. No interest shall be paid or will shall accrue on any consideration amount payable to holders of Certificates pursuant to the provisions of this Article IISection 2.1(d) or Section 2.3(c).

Exchange Procedures. As promptly soon as reasonably practicable after the Effective Time, but in any event within three business days thereafter, TopCo shall cause the Exchange Agent to shall mail to each holder of record of a certificate or certificates (the "Certificates") that immediately prior to the Effective Time represented outstanding shares of Company Common Stock whose shares were converted into the right to receive Merger Consideration pursuant to Section 2.01(c), (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Exchange Agent and which shall otherwise be in customary formsuch form and have such other provisions as Parent may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the Merger Consideration, any cash in lieu . Upon surrender of fractional shares pursuant to Section 2.02(i) and any dividends or other distributions payable pursuant to Section 2.02(c) or Section 2.02(j). Each holder of record of Company Common Stock shall, upon surrender a Certificate for cancelation to the Exchange Agent of or to such Certificate (other agent or affidavit of loss in lieu thereof agents as provided in Section 2.02(h))may be appointed by Parent, together with such letter of transmittal, duly completed and validly executed, and such other documents as may reasonably be required by the Exchange Agent, the holder of such Certificate shall be entitled to receive in exchange therefor that the amount of cash, if any, and the number of whole TopCo shares of Parent Common SharesStock, CCRs and/or cash representing if any, which the Merger Consideration that aggregate number of shares of Company Common Stock previously represented by such holder has Certificate shall have been converted pursuant to Section 2.01(c) into the right to receive pursuant to this Article II, cash in lieu of any fractional TopCo Common Shares such holder is entitled to receive pursuant to Section 2.02(i) and any dividends or other distributions such holder is entitled to receive pursuant to Section 2.02(c) or Section 2.02(j)receive, and the Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of Company Common Stock which that is not registered in the transfer records of the Company, payment of the Merger Consideration may be made to a person other than the person in whose name the Certificate so surrendered is registered registered, if such Certificate shall be properly endorsed or otherwise be in proper form for transfer and the person requesting such payment shall pay any fiduciary or surety bonds or any transfer or other similar Taxes taxes required by reason of the payment of the Merger Consideration to a person other than the registered holder of such Certificate or establish to the reasonable satisfaction of TopCo Parent that such Tax tax has been paid or is not applicable. Until surrendered as contemplated by this Section 2.02(b)2.02, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender that number of whole TopCo Common Shares, CCRs and/or cash representing the Merger Consideration that into which the shares of Company Common Stock theretofore represented by such holder has the right to receive pursuant to this Article II, cash in lieu of any fractional TopCo Common Shares such holder is entitled to receive Certificate have been converted pursuant to Section 2.02(i) and any dividends or other distributions such holder is entitled to receive pursuant to Section 2.02(c) or Section 2.02(j2.01(c). No interest shall be paid or will accrue on any consideration cash payable to holders upon surrender of Certificates pursuant to the provisions of this Article IIany Certificate.

Exchange Procedures. As promptly soon as practicable after following the Effective Time, but in any no event within three business days later than five (5) Business Days thereafter, TopCo the Surviving Entity shall cause the Exchange Agent to mail or deliver to each person who was, immediately prior to the Effective Time, a holder of record of Company CAC Common Stock (i) a form of letter of transmittal (which shall be in customary form and specify that delivery shall be effected, and risk of loss and title to the Old Certificates shall pass, only upon proper delivery of the Certificates such certificates to the Exchange Agent and which shall otherwise be in customary formAgent) and (ii) containing instructions for use in effecting the surrender of the Old Certificates in exchange for the Merger Consideration, any cash in lieu of fractional shares consideration to which such person may be entitled pursuant to Section 2.02(i) and any dividends or other distributions payable pursuant to Section 2.02(c) or Section 2.02(j)this Article III. Each holder of record of Company Common Stock shall, upon Upon surrender to the Exchange Agent of such an Old Certificate (or affidavit of loss in lieu thereof as provided in Section 2.02(h)), for cancellation together with such letter of transmittaltransmittal duly executed and completed in accordance with the instructions thereto, duly completed the holder of such Old Certificate shall promptly be provided in exchange therefor, but in no event later than five (5) Business Days after due surrender, a New Certificate. No interest will accrue or be paid with respect to any cash or other property to be delivered upon surrender of any Old Certificates. Each of CEC and validly executedthe Surviving Entity shall be entitled to deduct and withhold, or cause the Exchange Agent to deduct and withhold, from the consideration otherwise payable pursuant to this Agreement to any holder of CAC Common Stock such other documents amounts as it may reasonably be required to deduct and withhold with respect to the making of such payment under the Code or any provision of state, local or foreign Tax Law. To the extent that amounts are so withheld by CEC, the Surviving Entity or the Exchange Agent, as the case may be, the withheld amounts shall be entitled treated for all purposes of this Agreement as having been paid to receive the holders of CAC Common Stock in exchange therefor that number respect of whole TopCo Common Shareswhich the deduction and withholding was made by CEC, CCRs and/or cash representing the Merger Consideration that such holder has Surviving Entity or the right to receive pursuant to this Article IIExchange Agent, cash in lieu of any fractional TopCo Common Shares such holder is entitled to receive pursuant to Section 2.02(i) and any dividends or other distributions such holder is entitled to receive pursuant to Section 2.02(c) or Section 2.02(j)as the case may be, 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, payment of the Merger Consideration may be made to a person other than the person in whose name the Certificate so surrendered is registered if such Certificate amounts shall be properly endorsed delivered by CEC, the Surviving Entity or otherwise be in proper form for transfer and the person requesting such payment shall pay any fiduciary or surety bonds or any transfer or other similar Taxes required by reason of Exchange Agent, as the payment of the Merger Consideration to a person other than the registered holder of such Certificate or establish case may be, to the reasonable satisfaction of TopCo that such Tax has been paid or is not applicable. Until surrendered as contemplated by this Section 2.02(b), each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender that number of whole TopCo Common Shares, CCRs and/or cash representing the Merger Consideration that such holder has the right to receive pursuant to this Article II, cash in lieu of any fractional TopCo Common Shares such holder is entitled to receive pursuant to Section 2.02(i) and any dividends or other distributions such holder is entitled to receive pursuant to Section 2.02(c) or Section 2.02(j). No interest shall be paid or will accrue on any consideration payable to holders of Certificates pursuant to the provisions of this Article IIapplicable taxing authority.

Exchange Procedures. As promptly as practicable Promptly after the Effective Time, but Time (and in any event within three business days five Business Days thereafter), TopCo shall cause the Exchange Agent to shall mail to each holder of record of Company Common Stock Shares represented by a Certificate (other than holders of Excluded Shares) or Uncertificated Shares (i) a letter of transmittal (which shall specify in customary form specifying that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates (or affidavits of loss in lieu of the Certificates as provided in Section 2.2(g)) or Uncertificated Shares to the Exchange Agent and which shall otherwise Agent, such letter of transmittal to be in customary form) such form and have such other provisions as Parent and the Company may reasonably agree, and (ii) instructions for use surrendering the Certificates (or affidavits of loss in effecting the surrender lieu of the Certificates as provided in exchange for the Merger Consideration, any cash in lieu of fractional shares pursuant to Section 2.02(i) and any dividends or other distributions payable pursuant to Section 2.02(c2.2(g)) or Section 2.02(jUncertificated Shares (including instructions for sending an “agent’s message” in customary form (or such other evidence, if any, as the Exchange Agent may reasonably request). Each holder of record of Company Common Stock shall, upon surrender ) to the Exchange Agent Agent. Upon surrender of such a Certificate (or affidavit of loss in lieu thereof of the Certificate as provided in Section 2.02(h2.2(g)), together ) to the Exchange Agent in accordance with the terms of such letter of transmittal, duly completed and validly executed, and transmittal or with respect to Uncertificated Shares receipt of an “agent’s message” in customary form (or such other documents evidence, if any, as the Exchange Agent may reasonably be required request) by the Exchange Agent, the holder of such Certificate or Uncertificated Share shall be entitled to receive in exchange therefor that number non-certificated shares of whole TopCo Parent Common Shares, CCRs and/or cash representing the Merger Consideration that such holder has the right to receive pursuant to this Article II, Stock in book-entry form and cash in lieu of any fractional TopCo share of Parent Common Shares such holder is entitled to receive Stock pursuant to Section 2.02(i2.2(e) and any dividends or other distributions such holder is entitled to receive pursuant to Section 2.02(c) or Section 2.02(j2.2(c), and the less any required Tax withholdings as provided in Section 2.4. The Certificate or Uncertificated Share so surrendered shall forthwith be canceledcancelled. Until due surrender of the Certificates or Uncertificated Shares, each Certificate and Uncertificated Share shall be deemed, from and after the Effective Time, to represent only the right to receive shares of Parent Common Stock (and cash in lieu of any fractional share of Parent Common Stock pursuant to Section 2.2(e)). In the event of a transfer of ownership of Company Common Stock which Shares that is not registered in the transfer records of the Company, payment the applicable portion of the Merger Consideration may be made to a person other than the person in whose name the Certificate so surrendered is registered if such Certificate shall be properly endorsed or otherwise be in proper form for transfer and the person requesting such payment shall pay any fiduciary or surety bonds or any transfer or other similar Taxes required by reason of the payment of the Merger Consideration to a person other than be exchanged upon due surrender of the registered holder of such Certificate or establish Uncertificated Share pursuant to Section 2.1(a) may be issued and paid to such transferee if the Certificate formerly representing such Shares is presented to the reasonable satisfaction of TopCo Exchange Agent, accompanied by all documents required to evidence and effect such transfer and to evidence that such Tax has any applicable stock transfer Taxes have been paid or is are not applicable. Until surrendered as contemplated by this Section 2.02(b), each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender that number of whole TopCo Common Shares, CCRs and/or cash representing the Merger Consideration that such holder has the right to receive pursuant to this Article II, cash in lieu of any fractional TopCo Common Shares such holder is entitled to receive pursuant to Section 2.02(i) and any dividends or other distributions such holder is entitled to receive pursuant to Section 2.02(c) or Section 2.02(j). No interest shall be paid or will accrue on any consideration payable to holders of Certificates pursuant to the provisions of this Article II.

Exchange Procedures. As promptly soon as reasonably practicable after the Effective Time, but in any event within three business days thereafter, TopCo Parent shall cause the Exchange Agent to mail to each holder of record of a certificate or certificates which immediately prior to the Effective Time represented outstanding shares of Company Common Stock (the "Certificates") whose shares were converted into the right to receive the Per Share Merger Consideration pursuant to Section 2.01, (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Exchange Agent and which shall otherwise be in customary formsuch form and have such other provisions as Parent and the Company may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the Per Share Merger Consideration, any cash in lieu . Upon surrender of fractional shares pursuant to Section 2.02(i) and any dividends or other distributions payable pursuant to Section 2.02(c) or Section 2.02(j). Each holder of record of Company Common Stock shall, upon surrender a Certificate for cancellation to the Exchange Agent of or to such Certificate (other agent or affidavit of loss in lieu thereof agents as provided in Section 2.02(h))may be appointed by Parent, together with such letter of transmittal, duly completed and validly executed, and such other documents as may reasonably be required by the Exchange Agent, the holder of such Certificate shall be entitled to receive in exchange therefor a certificate representing that number of whole TopCo shares of Parent Common SharesStock, CCRs and/or and cash representing the Merger Consideration that and dividends or other distributions, if any, which such holder has the right to receive pursuant to the provisions of this Article II, cash in lieu of any fractional TopCo Common Shares such holder is entitled to receive pursuant to Section 2.02(i) and any dividends or other distributions such holder is entitled to receive pursuant to Section 2.02(c) or Section 2.02(j), 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, payment a certificate representing the proper number of the Merger Consideration shares of Parent Common Stock may be made issued to a person other than the person in whose name the Certificate so surrendered is registered if such Certificate shall be properly endorsed or otherwise be in proper form for transfer and the person requesting such payment issuance shall pay any fiduciary or surety bonds or any transfer or other similar Taxes (as defined in Section 10.03) required by reason of the payment issuance of the Merger Consideration shares of Parent Common Stock to a person other than the registered holder of such Certificate or establish to the reasonable satisfaction of TopCo Parent that such Tax has been paid or is not applicable. Until surrendered as contemplated by this Section 2.02(b)2.02, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender that number shares of whole TopCo Parent Common SharesStock and cash and dividends or other distributions, CCRs and/or cash representing if any, which the Merger Consideration that such holder thereof has the right to receive in respect of such Certificate pursuant to the provisions of this Article II, cash in lieu of any fractional TopCo Common Shares such holder is entitled to receive pursuant to Section 2.02(i) and any dividends or other distributions such holder is entitled to receive pursuant to Section 2.02(c) or Section 2.02(j). No interest shall will be paid or will accrue on any consideration cash payable to holders of Certificates pursuant to the provisions of this Article II. Parent shall pay the charges and expenses of the Exchange Agent in connection with the exchange of Certificates for certificates representing shares of Parent Common Stock and cash and dividends or other distributions.

Exchange Procedures. As promptly soon as reasonably practicable after the Effective Time, but in any event within three business days thereafter, TopCo the Surviving Corporation shall cause the Exchange Agent to mail to each holder of record of Company Common Stock a Certificate (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Exchange Agent Agent, and which letter shall otherwise be in customary form) such form and have such other provisions as MCI WorldCom may reasonably specify and (ii) instructions for use in effecting the surrender of the such Certificates in exchange for the applicable Merger Consideration, any cash in lieu . Upon surrender of fractional shares pursuant to Section 2.02(i) and any dividends or other distributions payable pursuant to Section 2.02(c) or Section 2.02(j). Each holder of record of Company Common Stock shall, upon surrender a Certificate to the Exchange Agent of such Certificate (or affidavit of loss in lieu thereof as provided in Section 2.02(h)), together with such letter of transmittal, duly executed and completed and validly executedin accordance with the instructions thereto, and such other documents as may reasonably be required by the Exchange Agent, the holder of such 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 TopCo Common Shares, CCRs and/or cash representing the Merger Consideration 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, II including cash in lieu of any fractional TopCo Common Shares such holder is entitled to receive shares of applicable MCI WorldCom Capital Stock pursuant to Section 2.02(i) 2.5 and any dividends or other distributions such holder is entitled to receive pursuant to Section 2.02(c) or Section 2.02(j)2.3, and in each case 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 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 Companyaggregate, payment of the Merger Consideration may be made to a person other than the person in whose name the Certificate so surrendered is registered if such Certificate shall be properly endorsed or otherwise be in proper form for transfer and the person requesting such payment shall pay any fiduciary or surety bonds or any transfer or other similar Taxes required by reason of the payment of the Merger Consideration to a person other than the registered holder of such Certificate or establish to the reasonable satisfaction of TopCo that such Tax has been paid or is not applicable. Until surrendered as contemplated by this Section 2.02(b), each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender that number of whole TopCo Common Shares, CCRs and/or cash representing shares of applicable MCI WorldCom Capital Stock and a check in the Merger Consideration that such holder has the right to receive pursuant to this Article II, proper amount of cash in lieu of any fractional TopCo Common Shares such holder is entitled to receive shares of applicable MCI WorldCom Capital Stock pursuant to Section 2.02(i) 2.5 and any dividends or other distributions to which such holder is entitled to receive pursuant to Section 2.02(c) or Section 2.02(j). No interest shall 2.3, may be paid or will accrue on any consideration payable issued with respect to holders such Sprint Capital Stock to such a transferee if the Certificate representing such shares of Certificates pursuant Sprint Capital Stock is presented to the provisions of this Article IIExchange Agent, accompanied by all documents required to evidence and effect such transfer and to evidence that any applicable stock transfer taxes have been paid.

Exchange Procedures. As promptly The Surviving Corporation shall instruct the Exchange Agent to mail, as soon as reasonably practicable after the Effective Time, but in any event within three business days thereafter, TopCo shall cause the Exchange Agent to mail to each holder of record of Certificates that immediately before the Effective Time represented outstanding shares of Company Common Stock whose shares were converted into the right to receive Merger Consideration pursuant to Section 2.01(c) (Conversion of Company Common Stock), (i) a letter of transmittal (which shall specify that delivery shall be effected, effected and risk of loss and title to the Certificates shall pass, pass only upon proper delivery of the Certificates to the Exchange Agent and which shall otherwise be in customary formsuch form and have such other provisions as the Company may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the Merger Consideration, any cash in lieu . Upon surrender of fractional shares pursuant to Section 2.02(i) and any dividends or other distributions payable pursuant to Section 2.02(c) or Section 2.02(j). Each holder of record of Company Common Stock shall, upon surrender a Certificate for cancelation to the Exchange Agent of or to such Certificate (other agent or affidavit of loss in lieu thereof agents as provided in Section 2.02(h))may be appointed by the Company, together with such letter of transmittal, duly completed and validly executed, and such other documents as may reasonably be required by the Exchange Agent, the holder of such Certificate shall be entitled to receive in exchange therefor that number of whole TopCo Common Shares, CCRs and/or cash representing (x) the Merger Consideration that such holder has the right to receive pursuant to this Article II, cash in lieu of any fractional TopCo Common Shares such holder is entitled to receive pursuant to Section 2.02(i2.01(c) (Conversion of Company Common Stock) and (y) any dividends or other distributions such holder is entitled to receive payable pursuant to Section 2.02(c) or Section 2.02(j2.02(i), if applicable, and the Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of Company Common Stock which that is not registered in the transfer records of the Company, payment of the Merger Consideration may be made and shares may be issued to a person Person other than the person Person in whose name the Certificate so surrendered is registered registered, if such Certificate shall be properly endorsed or otherwise be in proper form for transfer and the person Person requesting such payment shall pay any fiduciary or surety bonds or any transfer or other similar Taxes required by reason of the payment of the Merger Consideration to a person Person other than the registered holder of such Certificate or establish to the reasonable satisfaction of TopCo the Surviving Corporation that such Tax has been paid or is not applicable. Until Subject to the last sentence of Section 2.02(c) (No Further Ownership Rights in Company Common Stock), until surrendered as contemplated by this Section 2.02(b)2.02, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender that number of whole TopCo Common Shares, CCRs and/or cash representing (x) the Merger Consideration that into which the shares of Company Common Stock theretofore represented by such holder has the right to receive pursuant to this Article II, cash in lieu of any fractional TopCo Common Shares such holder is entitled to receive Certificate have been converted pursuant to Section 2.02(i2.01(c) (Conversion of Company Common Stock) and (y) any dividends or other distributions such holder is entitled to receive payable pursuant to Section 2.02(c) or Section 2.02(j2.02(i), if applicable. No interest shall be paid or will accrue on any consideration cash payable to holders upon surrender of Certificates pursuant to the provisions of this Article IIany Certificate.

Exchange Procedures. As promptly as practicable after the Effective Time, but Time (and in any event within three (3) business days thereafterdays), TopCo Parent shall cause the Exchange Agent to mail to each holder of record of Company Common Stock a Certificate or Certificates whose shares were converted into the right to receive the 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 risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Exchange Agent and which shall otherwise be in customary formAgent) and (ii) instructions for use in effecting the surrender of the Certificates pursuant to such letter of transmittal in exchange for the Merger Consideration, any cash in lieu of fractional shares pursuant to Section 2.02(i) and any dividends or other distributions payable pursuant to Section 2.02(c) or Section 2.02(j). Each holder of record of Company Common Stock shall, upon Upon surrender to the Exchange Agent of such a Certificate (or affidavit of loss in lieu thereof as provided in Section 2.02(h))for cancellation, together with such letter of transmittal, duly completed and validly executedexecuted in accordance with the instructions thereto, and such other documents as may be required pursuant to such instructions or as may reasonably be required by the Exchange Agent, the holder of such Certificate shall be entitled to receive in exchange therefor therefor: (A) a certificate representing that number of whole TopCo shares of Parent Common Shares, CCRs and/or cash representing the Merger Consideration that Stock which such holder has the right to receive pursuant to this Article IIII in respect of the Company Shares formerly represented by such Certificate after taking into account all Company Shares then held by such holder, and (B) cash in lieu of any fractional TopCo shares of Parent Common Shares Stock to which such holder is entitled to receive pursuant to Section 2.02(i2.3(e) and any dividends or other distributions to which such holder is entitled to receive pursuant to Section 2.02(c) or Section 2.02(j2.3(c), and the Certificate so surrendered shall forthwith be canceledcancelled. No interest will be paid or will accrue on any cash payable pursuant to Section 2.3(c) or (e). In the event of a transfer of ownership of Company Common Stock which Shares that is not registered in the transfer records of the Company, payment a certificate representing the proper number of the Merger Consideration shares of Parent Common Stock and a check for cash in lieu of any fractional shares of Parent Common Stock to which such holder is entitled pursuant to Section 2.3(e) and for any dividends or other distributions to which such holder is entitled pursuant to Section 2.3(c) may be made issued to a person other than the person in whose name transferee if the Certificate so surrendered representing such Company Shares is registered if presented to the Exchange Agent, accompanied by all documents required to evidence and effect such Certificate shall be properly endorsed or otherwise be in proper form for transfer and the person requesting such payment shall pay by evidence that any fiduciary or surety bonds or any applicable stock transfer or other similar Taxes required by reason of the payment of the Merger Consideration to a person other than the registered holder of such Certificate or establish to the reasonable satisfaction of TopCo that such Tax has taxes have been paid or is not applicablepaid. Until surrendered as contemplated by this Section 2.02(b)2.3, each Certificate shall be deemed at any time all times after the Effective Time to represent only the right to receive upon such surrender that number of whole TopCo Common Shares, CCRs and/or cash representing the Merger Consideration that such holder has Consideration, the right to receive pursuant to this Article II, cash in lieu of any fractional TopCo shares of Parent Common Shares Stock to which such holder is entitled to receive pursuant to Section 2.02(i2.3(e) and any dividends or other distributions to which such holder is entitled to receive pursuant to Section 2.02(c) or Section 2.02(j2.3(c). No interest shall be paid or will accrue on any consideration payable to holders of Certificates pursuant to the provisions of this Article II.

Exchange Procedures. As promptly soon as reasonably practicable after the Effective Time, but in any event within three business days thereafter, TopCo shall cause the Exchange Agent to shall mail to each holder of record of Company Common Stock a Certificate (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Exchange Agent and which shall otherwise be in customary formsuch form and have such other provisions as the Parent may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for shares of Parent Common Stock or Parent Series A Preferred Stock, as the Merger Considerationcase may be, any (plus cash in lieu of fractional shares pursuant to Section 2.02(i) and shares, if any, of Parent Common Stock and, any dividends or other distributions payable pursuant to Section 2.02(c) on either Parent Common Stock or Section 2.02(jParent Series A Preferred Stock, as provided below). Each holder Upon surrender of record of Company Common Stock shall, upon surrender a Certificate for cancellation to the Exchange Agent of or to such Certificate (other agent or affidavit of loss in lieu thereof agents as provided in Section 2.02(h))may be appointed by the Parent, together with such letter of transmittal, duly completed and validly executed, and such other documents as may reasonably be required by the Exchange Agent, the holder of such Certificate shall be entitled to receive in exchange therefor a certificate representing that number of whole TopCo shares of Parent Common SharesStock or Parent Series A Preferred Stock, CCRs and/or cash representing as the Merger Consideration that case may be, which such holder has the right to receive pursuant to the provisions of this Article II, II plus cash in lieu of any fractional TopCo Common Shares such holder is entitled to receive shares pursuant to Section 2.02(i2.2(e) and any dividends or other distributions such holder is entitled to receive then payable pursuant to Section 2.02(c) or Section 2.02(j2.2(c), and the Certificate so surrendered shall forthwith immediately be canceledcancelled. 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, payment shares of Parent Common Stock or Parent Series A Preferred Stock, as the Merger Consideration case may be, pursuant to Section 2.1(c) and (d) 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 made issued or paid to a person other than the person in whose name the Certificate so surrendered is registered registered, if such Certificate shall be properly endorsed or otherwise be in proper form for is presented to the Exchange Agent, accompanied by all documents required to evidence and effect such transfer and the person requesting such payment shall pay by evidence that any fiduciary or surety bonds or any applicable stock transfer or other similar Taxes required by reason of the payment of the Merger Consideration to a person other than the registered holder of such Certificate or establish to the reasonable satisfaction of TopCo that such Tax has taxes have been paid or is not applicablepaid. Until surrendered as contemplated by this Section 2.02(b)2.2, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender that number shares of whole TopCo Parent Common SharesStock or Parent Series A Preferred Stock, CCRs and/or cash representing as the Merger Consideration that such holder has the right to receive case may be, pursuant to this Article II, Section 2.1(c) and (d) plus cash in lieu of any fractional TopCo Common Shares such holder is entitled to receive shares pursuant to Section 2.02(i2.2(e) and any dividends or other distributions such holder is entitled to receive then payable pursuant to Section 2.02(c2.2(c) or as contemplated by this Section 2.02(j). No interest shall be paid or will accrue on any consideration payable to holders of Certificates pursuant to the provisions of this Article II2.2.

Exchange Procedures. As promptly The Surviving Corporation shall instruct the Exchange Agent to mail, as soon as reasonably practicable after the Effective Time, but in any event within three business days thereafter, TopCo shall cause the Exchange Agent to mail to each holder of record of Certificates that immediately before the Effective Time represented outstanding shares of Company Common Stock whose shares were converted into the right to receive Merger Consideration pursuant to Section 2.01(c) (Conversion of Company Common Stock), (i) a letter of transmittal (which shall specify that delivery shall be effected, effected and risk of loss and title to the Certificates shall pass, pass only upon proper delivery of the Certificates to the Exchange Agent and which shall otherwise be in customary formsuch form and have such other provisions as the Company may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the Merger Consideration, any cash in lieu . Upon surrender of fractional shares pursuant to Section 2.02(i) and any dividends or other distributions payable pursuant to Section 2.02(c) or Section 2.02(j). Each holder of record of Company Common Stock shall, upon surrender a Certificate for cancelation to the Exchange Agent of or to such Certificate (other agent or affidavit of loss in lieu thereof agents as provided in Section 2.02(h))may be appointed by the Company, together with such letter of transmittal, duly completed and validly executed, and such other documents as may reasonably be required by the Exchange Agent, the holder of such Certificate shall be entitled to receive in exchange therefor the amount of cash that the aggregate number of whole TopCo shares of Company Common Shares, CCRs and/or cash representing the Merger Consideration that Stock previously represented by such holder has Certificate shall have been converted pursuant to Section 2.01(c) (Conversion of Company Common Stock) into the right to receive pursuant to this Article II, cash in lieu of any fractional TopCo Common Shares such holder is entitled to receive pursuant to Section 2.02(i) and any dividends or other distributions such holder is entitled to receive pursuant to Section 2.02(c) or Section 2.02(j)receive, and the Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of Company Common Stock which that is not registered in the transfer records of the Company, payment of the Merger Consideration may be made and shares may be issued to a person Person other than the person Person in whose name the Certificate so surrendered is registered registered, if such Certificate shall be properly endorsed or otherwise be in proper form for transfer and the person Person requesting such payment shall pay any fiduciary or surety bonds or any transfer or other similar Taxes required by reason of the payment of the Merger Consideration to a person Person other than the registered holder of such Certificate or establish to the reasonable satisfaction of TopCo the Surviving Corporation that such Tax has been paid or is not applicable. Until Subject to the last sentence of Section 2.02(c) (No Further Ownership Rights in Company Common Stock), until surrendered as contemplated by this Section 2.02(b)2.02, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender that number of whole TopCo Common Shares, CCRs and/or cash representing the Merger Consideration that into which the shares of Company Common Stock theretofore represented by such holder has the right to receive pursuant to this Article II, cash in lieu of any fractional TopCo Common Shares such holder is entitled to receive Certificate have been converted pursuant to Section 2.02(i2.01(c) and any dividends or other distributions such holder is entitled to receive pursuant to Section 2.02(c) or Section 2.02(j(Conversion of Company Common Stock). No interest shall be paid or will accrue on any consideration cash payable to holders upon surrender of Certificates pursuant to the provisions of this Article IIany Certificate.

Exchange Procedures. As promptly as practicable Promptly after the Effective Time, but in any event within three business days thereafter, TopCo Parent shall cause the Exchange Agent to mail be mailed to each person who was, at the Effective Time, a holder of record of Company Common Stock Shares entitled to receive the Merger Consideration pursuant to Section 2.01(a): (i) a letter of transmittal (which shall be in customary form and shall specify that delivery shall be effected, and risk of loss and title to the Certificates Shares shall pass, only upon proper delivery of the Certificates Shares to the Exchange Agent and which shall otherwise be in customary formPaying Agent) and (ii) instructions for use in effecting the surrender of the Certificates certificates evidencing such Shares (each, a “Certificate” and, together, the “Certificates”) or the non-certificated Shares represented by book-entry (“Book-Entry Shares”) in exchange for the Merger Consideration, any cash in lieu . Upon surrender of fractional shares pursuant to Section 2.02(i) and any dividends or other distributions payable pursuant to Section 2.02(c) or Section 2.02(j). Each holder of record of Company Common Stock shall, upon surrender to the Exchange Agent of such Certificate Certificates (or affidavit effective affidavits of loss in lieu thereof as provided in Section 2.02(h))thereof) to the Paying Agent for cancellation, together with such letter of transmittal, duly completed and validly executed, executed in accordance with the instructions thereto (and such other documents as may reasonably customarily be required by the Exchange Paying Agent), the holder of such Shares shall be entitled to receive in exchange therefor that number of whole TopCo Common Shares, CCRs and/or cash representing the Merger Consideration that which such holder has the right to receive pursuant to this Article II, cash in lieu of any fractional TopCo Common Shares such holder is entitled to receive pursuant to Section 2.02(i) and any dividends or other distributions such holder is entitled to receive pursuant to Section 2.02(c) or Section 2.02(j2.01(a), and the Certificate Certificates so surrendered shall forthwith be canceled. In the event of a transfer of ownership of Company Common Stock which Shares that is not registered in the transfer records of the Company, payment of the Merger Consideration may be made to a person other than the person in whose name the Certificate so surrendered is are registered if the Certificate representing such Certificate Shares shall be properly endorsed presented to the Paying Agent, accompanied by all documents required to evidence and effect such transfer or otherwise be in proper form for transfer transfer, and the person requesting such payment shall pay any fiduciary or surety bonds or any transfer or other similar Taxes taxes required solely by reason of the payment of the Merger Consideration to a person other than the registered holder of such Certificate or establish to the reasonable satisfaction of TopCo Parent that such Tax tax has been paid or is not applicable. Until surrendered as contemplated by this Section 2.02(b)2.02, each Certificate shall be deemed at any time all times after the Effective Time to represent only the right to receive upon such surrender that number of whole TopCo Common Shares, CCRs and/or cash representing the Merger Consideration that to which the holder of such holder has the right to receive Certificate is entitled pursuant to this Article II, cash in lieu of any fractional TopCo Common Shares such holder is entitled to receive pursuant to Section 2.02(i) and any dividends or other distributions such holder is entitled to receive pursuant to Section 2.02(c) or Section 2.02(j). No interest shall be paid or will accrue on any consideration cash payable to holders of Certificates pursuant to the provisions of this Article II. Any holder of Book-Entry Shares shall not be required to deliver a Certificate or an executed letter of transmittal to the Paying Agent to receive the Merger Consideration that such holder is entitled to receive pursuant to this Article II. In lieu thereof, each registered holder of one or more Book-Entry Shares shall automatically upon the Effective Time be entitled to receive, and the Surviving Company shall cause the Paying Agent to pay and deliver as soon as reasonably practicable after the Effective Time (but in no event more than three (3) Business Days thereafter), the Merger Consideration for each Book-Entry Share.

Exchange Procedures. As promptly as practicable Within five Business Days after the Effective Time, but in any event within three business days thereafter, TopCo the Surviving Corporation shall cause the Exchange Agent to mail to each holder of record of a Company Common Stock Certificate (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Company Certificates shall pass, only upon proper delivery of the Company Certificates to the Exchange Agent Agent, and which letter shall otherwise be in customary form) form and have such other provisions as Purchaser may reasonably specify and (ii) instructions for use in effecting the surrender of the such Company Certificates in exchange for the Merger Consideration, any cash in lieu . Upon surrender of fractional shares pursuant to Section 2.02(i) and any dividends or other distributions payable pursuant to Section 2.02(c) or Section 2.02(j). Each holder of record of a Company Common Stock shall, upon surrender Certificate to the Exchange Agent of such Certificate (or affidavit of loss in lieu thereof as provided in Section 2.02(h)), together with such letter of transmittal, duly executed and completed and validly executedin accordance with the instructions thereto, and such other documents as may reasonably be required by the Exchange Agent, the holder of such Company Certificate shall be entitled to receive in exchange therefor that (A) one or more shares of Purchaser 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 TopCo Common Shares, CCRs and/or cash representing the Merger Consideration shares that such holder 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 TopCo shares of Purchaser Common Shares such holder is entitled to receive Stock pursuant to Section 2.02(i) 2.5 and any dividends or and other distributions such holder is entitled to receive pursuant to Section 2.02(c) 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 2.02(j), and the Certificate so surrendered shall forthwith be canceled2.5. In the event of a transfer of ownership of Company Common Stock which is not registered in the transfer records of the Company, payment 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 may be made to a person other than Consideration, the person in whose name the Certificate so surrendered is registered if such Certificate shall be properly endorsed or otherwise be in proper form for transfer and the person requesting such payment shall pay any fiduciary or surety bonds or any transfer or other similar Taxes required by reason of the payment of the Merger Consideration to a person other than the registered holder of such Certificate or establish to the reasonable satisfaction of TopCo that such Tax has been paid or is not applicable. Until surrendered as contemplated by this Section 2.02(b), each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender that number of whole TopCo Common Shares, CCRs and/or cash representing the Merger Consideration that such holder has the right to receive pursuant to this Article II, cash in lieu of any fractional TopCo shares of Purchaser Common Shares such holder is entitled to receive Stock pursuant to Section 2.02(i) 2.5 and any dividends or other distributions to which such holder is entitled to receive pursuant to Section 2.02(c) or Section 2.02(j). No interest shall 2.3, may be paid or will accrue on any consideration payable issued with respect to holders such Company Common Stock to such a transferee if the Company Certificate representing such shares of Certificates pursuant Company Common Stock is presented to the provisions of this Article IIExchange Agent, accompanied by all documents required to evidence and effect such transfer and to evidence that any applicable stock transfer taxes have been paid.

Exchange Procedures. As promptly as practicable (a) Promptly after the Effective Time, but and in any event within three business days thereafternot later than the fifth (5th) Business Day following the Effective Time, TopCo the Surviving Corporation shall cause the Exchange Agent to mail to each holder of record of Company Common Stock a Certificate (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Exchange Agent Agent, and which letter shall otherwise be in customary formform and have such other provisions as Parent may reasonably specify (such letter to be reasonably acceptable to the Company prior to the Effective Time) and (ii) instructions for use in effecting the surrender of the such Certificates (or effective affidavits of loss in lieu thereof) in exchange for the applicable Merger Consideration, any cash in lieu of fractional shares of Parent Common Stock to be issued or paid in consideration therefor pursuant to Section 2.02(i) 2.6 of this Agreement and any dividends or other distributions payable to which such holder is entitled pursuant to Section 2.02(c) or Section 2.02(j)2.4 of this Agreement. Each holder Upon surrender of record of Company Common Stock shall, upon surrender a Certificate to the Exchange Agent of such Certificate (or affidavit of loss in lieu thereof as provided in Section 2.02(h)), together with such letter of transmittal, duly executed and completed and validly executedin accordance with the instructions thereto, and such other documents as may reasonably be required by the Exchange Agent, the holder of such Certificate shall be entitled to receive in exchange therefor that therefor: (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 whole TopCo shares that such holder has the right to receive pursuant to Section 1.8 (after taking into account all shares of Company Common Shares, CCRs and/or Stock then held by such holder) and (B) cash representing in the Merger amount equal to the Cash Consideration that such holder has the right to receive pursuant to this Article IISection 1.8, plus cash that such holder has the right to receive in lieu of any fractional TopCo shares of Parent Common Stock pursuant to Section 2.6 and dividends and other distributions pursuant to Section 2.4 (in each case, after taking into account all shares of Company Common Stock then held by such holder). Notwithstanding anything to the contrary contained in this Agreement, any holder of Company Book-Entry Shares shall not be required to deliver a Certificate or an executed letter of transmittal to the Exchange Agent to receive the Merger Consideration that such holder is entitled to receive pursuant to Section 2.02(i) and any dividends or other distributions such holder is entitled to receive pursuant to Section 2.02(c) or Section 2.02(j), 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, payment of the Merger Consideration may be made to a person other than the person in whose name the Certificate so surrendered is registered if such Certificate shall be properly endorsed or otherwise be in proper form for transfer and the person requesting such payment shall pay any fiduciary or surety bonds or any transfer or other similar Taxes required by reason of the payment of the Merger Consideration to a person other than the registered holder of such Certificate or establish to the reasonable satisfaction of TopCo that such Tax has been paid or is not applicable. Until surrendered as contemplated by this Section 2.02(b), each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender that number of whole TopCo Common Shares, CCRs and/or cash representing the Merger Consideration that such holder has the right to receive pursuant to this Article II, cash in lieu of any fractional TopCo Common Shares such holder is entitled to receive pursuant to Section 2.02(i) and any dividends or other distributions such holder is entitled to receive pursuant to Section 2.02(c) or Section 2.02(j). No interest shall be paid or will accrue on any consideration payable to holders of Certificates pursuant to the provisions of this Article IIAgreement.

Exchange Procedures. As promptly as practicable Promptly after the Effective Time, but in any event within three business days thereafter, TopCo the Surviving Entity shall cause the Exchange Agent to mail to each holder of record of Company Common Stock one or more Certificates (ia) a letter of transmittal (which that shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Exchange Agent and Agent, which letter shall otherwise be in customary form) form and have such other provisions as Parent may reasonably specify and which letter shall be reasonably acceptable to the Company prior to the Effective Time and (iib) instructions for use in effecting the surrender of the such Certificates in exchange for the Merger Consideration, any cash in lieu . Upon surrender of fractional shares pursuant to Section 2.02(i) and any dividends or other distributions payable pursuant to Section 2.02(c) or Section 2.02(j). Each holder of record of Company Common Stock shall, upon surrender a Certificate to the Exchange Agent of such Certificate (or affidavit of loss in lieu thereof as provided in Section 2.02(h)), together with such letter of transmittal, duly executed and completed and validly executedin accordance with the instructions thereto, and such other documents as may reasonably be required by the Exchange Agent, the holder of such Certificate shall be entitled to receive in exchange therefor that (i) one or more shares of Parent Common Stock which shall be in uncertificated book-entry form unless a physical certificate is requested and which shall represent, in the aggregate, the whole number of whole TopCo Common Shares, CCRs and/or cash representing the Merger Consideration 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 such holder) and (ii) a check in the amount equal to any cash that such holder has the right to receive pursuant to the provisions of Section 1.8 and this Article II, consisting of the cash consideration pursuant to Section 1.8, cash in lieu of any fractional TopCo shares of Parent Common Shares such holder is entitled to receive Stock, as the case may be, pursuant to Section 2.02(i) 2.5 and any dividends or and other distributions such holder is entitled to receive pursuant to Section 2.02(c) 2.3. No interest will be paid or will accrue on any cash payable pursuant to Section 1.8, Section 2.3 or Section 2.02(j), and the Certificate so surrendered shall forthwith be canceled2.5. In the event of a transfer of ownership of Company Common Stock which that is not registered in the transfer records of the Company, payment one or more shares of Parent Common Stock evidencing, in the Merger Consideration may be made to a person other than aggregate, the person in whose name the Certificate so surrendered is registered if such Certificate shall be properly endorsed or otherwise be in proper form for transfer and the person requesting such payment shall pay any fiduciary or surety bonds or any transfer or other similar Taxes required by reason of the payment of the Merger Consideration to a person other than the registered holder of such Certificate or establish to the reasonable satisfaction of TopCo that such Tax has been paid or is not applicable. Until surrendered as contemplated by this Section 2.02(b), each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender that number of whole TopCo shares of Parent Common Shares, CCRs and/or Stock and a check in the proper amount of any cash representing the Merger Consideration that such holder has the right to receive consideration pursuant to this Article IISection 1.8, cash in lieu of any fractional TopCo shares of Parent Common Shares such holder is entitled to receive Stock pursuant to Section 2.02(i) 2.5 and any dividends or other distributions to which such holder is entitled to receive pursuant to Section 2.02(c) or Section 2.02(j). No interest shall 2.3, may be paid or will accrue on any consideration payable issued with respect to holders such Company Common Stock, as the case may be, to such a transferee if the Certificate representing such shares of Certificates pursuant Company Common Stock is presented to the provisions of this Article IIExchange Agent, accompanied by all documents required to evidence and effect such transfer and to evidence that any applicable stock transfer taxes have been paid.

Exchange Procedures. As promptly soon as reasonably practicable after the Effective Time, but Time and in any event within three not later than the fifth business days thereafterday following the Effective Time, TopCo Parent shall cause the Exchange Agent to mail to each holder of record of Company Partnership Common Stock Units, which at the Effective Time were converted into the right to receive the LP Merger Consideration pursuant to Section 2.1(a)(i), (i) a letter of transmittal (which shall specify that delivery shall be effected, and that risk of loss and title to the Certificates shall pass, only upon proper surrender of the Certificates (including by delivery of the Certificates Partnership Common Units, book-entry notation, or affidavits of loss in lieu of delivery thereof as provided in Section 2.2(f)), to the Exchange Agent and which shall otherwise be in customary formAgent) and (ii) instructions for use in effecting the surrender of the Certificates certificates or book-entry notations representing Partnership Common Units (in each case, “Certificates”) in exchange for for, the LP Merger Consideration, any cash in lieu of fractional shares pursuant to Section 2.02(i) Consideration and any dividends or other distributions payable pursuant to Section 2.02(c) or Section 2.02(j2.2(c). Each holder Upon surrender of record of Company Common Stock shall, upon surrender Certificates for cancellation to the Exchange Agent of such Certificate (or affidavit of loss in lieu thereof as provided in Section 2.02(h))Agent, together with such letter of transmittal, duly completed and validly executedexecuted in accordance with the instructions thereto, and such other documents as may reasonably be required by the Exchange Agent, the holder of such Partnership Common Units shall be entitled to receive in exchange therefor (subject to withholding tax as specified in Section 2.3), as applicable, that number of whole TopCo Parent Common Shares, CCRs and/or Units (after taking into account all Partnership Common Units surrendered by such holder) to which such holder is entitled pursuant to Section 2.1(a)(i) and a check in an amount equal to the aggregate amount of cash representing the Merger Consideration that such holder has the a right to receive pursuant to this Article II, cash in lieu of any fractional TopCo Common Shares Section 2.2(c) to which such holder is entitled to receive pursuant to Section 2.02(i) and any dividends or other distributions such holder is entitled to receive pursuant to Section 2.02(c) or Section 2.02(j)entitled, and the Certificate Partnership Common Units represented by the Certificates so surrendered shall forthwith be canceledcancelled. In If any cash payment is to be made to, or any Parent Common Units constituting any part of the event of a transfer of ownership of Company Common Stock which LP Merger Consideration is not to be registered in the transfer records of the Companyname of, payment of the Merger Consideration may be made to a person other than the person in whose name the Certificate so applicable surrendered Partnership Common Unit is registered if such Certificate registered, it shall be properly endorsed a condition to the payment or otherwise registration thereof that the surrendered Certificate be in proper form for transfer and that the person requesting such payment shall or delivery of the LP Merger Consideration pay any fiduciary or surety bonds or any transfer or other similar Taxes required by reason as a result of such registration in the payment name of the Merger Consideration to a person other than the registered holder of such Certificate or establish to the reasonable satisfaction of TopCo the Exchange Agent that such Tax has been paid or is not applicablepayable. Until surrendered as contemplated by this Section 2.02(b2.2(b), each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender that number of whole TopCo Common Shares, CCRs and/or cash representing the LP Merger Consideration that such holder has the right (and any amounts to receive pursuant to this Article II, cash in lieu of any fractional TopCo Common Shares such holder is entitled to receive be paid pursuant to Section 2.02(i2.2(c)) and any dividends or other distributions upon such holder is entitled to receive pursuant to Section 2.02(c) or Section 2.02(j)surrender. No interest shall be paid or will shall accrue on any consideration amount payable to holders of Certificates pursuant to the provisions of this Article IISection 2.2(c).

Exchange Procedures. As promptly as practicable Promptly after the Effective Time, but in any event within three no later than five business days thereafter, TopCo shall cause the Exchange Agent to shall mail to each holder of record of Company Common Stock a Certificate whose shares were converted into the Merger Consideration, pursuant to Section 2.1, (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Exchange Agent and which shall otherwise be in such form and have such other customary formprovisions as Discount and Hi/Lo may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the Merger Consideration, any cash in lieu . Upon surrender of fractional shares pursuant to Section 2.02(i) and any dividends or other distributions payable pursuant to Section 2.02(c) or Section 2.02(j). Each holder of record of Company Common Stock shall, upon surrender a Certificate for cancellation to the Exchange Agent of such Certificate (or affidavit of loss in lieu thereof as provided in Section 2.02(h))Agent, together with such letter of transmittal, duly completed and validly executed, and such other documents as may reasonably be required by the Exchange Agent, the holder of such Certificate shall be entitled to receive in exchange therefor a Discount Certificate representing that number of whole TopCo shares of Discount Common Shares, CCRs and/or cash representing the Merger Consideration that Stock which such holder has the right to receive pursuant to the provisions of this Article II, certain dividends or other distributions in accordance with Section 2.2(c) and cash in lieu of any fractional TopCo Common Shares such holder is entitled to receive pursuant to share in accordance with Section 2.02(i) and any dividends or other distributions such holder is entitled to receive pursuant to Section 2.02(c) or Section 2.02(j2.2(e), and the Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of Company Hi/Lo Common Stock which is not registered in the transfer records of Hi/Lo, a Discount Certificate representing the Company, payment proper number of the Merger Consideration shares of Discount Common Stock may be made issued to a person other than the person in whose name the Certificate so surrendered is registered if such Certificate shall be properly endorsed or otherwise be in proper form for transfer and the person requesting such payment issuance shall pay any fiduciary or surety bonds or any transfer or other similar Taxes nonincome taxes required by reason of the payment issuance of the Merger Consideration shares of Discount Common Stock to a person other than the registered holder of such Certificate or establish to the reasonable satisfaction of TopCo Discount that such Tax tax has been paid or is not applicable. Until surrendered as contemplated by this Section 2.02(b)2.2, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender that Discount Certificates representing the number of whole TopCo shares of Discount Common SharesStock into which the shares of Hi/Lo Common Stock formerly represented by such Certificate have been converted, CCRs and/or cash representing the Merger Consideration that such holder has the right to receive pursuant to this Article II, certain dividends or other distributions in accordance with Section 2.2(c) and cash in lieu of any fractional TopCo Common Shares such holder is entitled to receive pursuant to share in accordance with Section 2.02(i) and any dividends or other distributions such holder is entitled to receive pursuant to Section 2.02(c) or Section 2.02(j2.2(e). No interest shall will be paid or will accrue on any consideration cash payable to holders of Certificates pursuant to the provisions of this Article II.

Exchange Procedures. As promptly soon as reasonably practicable after the Effective Time, but in any event within three business days thereafter, TopCo shall cause the Exchange Agent to shall mail to each holder of record of Company a certificate or certificates that immediately prior to the Effective Time represented outstanding shares of Excel Common Stock (the "Certificates") whose shares were converted into the right to receive the Merger Consideration pursuant to Section 2.01, (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Exchange Agent and which shall otherwise be in customary formsuch form and have such other provisions as Lucent and Excel may reasonably specify) and (ii) instructions for use in effecting the surrender of surrendering the Certificates in exchange for the Merger Consideration, any cash in lieu . Upon surrender of fractional shares pursuant to Section 2.02(i) and any dividends or other distributions payable pursuant to Section 2.02(c) or Section 2.02(j). Each holder of record of Company Common Stock shall, upon surrender a Certificate for cancelation to the Exchange Agent of such Certificate (or affidavit of loss in lieu thereof as provided in Section 2.02(h))Agent, together with such letter of transmittal, duly completed and validly executed, and such other documents as may reasonably be required by the Exchange Agent, be entitled to the holder of such Certificate shall receive in exchange therefor a certificate representing that number of whole TopCo shares of Lucent Common Shares, CCRs and/or cash representing the Merger Consideration that Stock which such holder has the right to receive pursuant to the provisions of this Article II, certain dividends or other distributions in accordance with Section 2.02(c) and cash in lieu of any fractional TopCo share of Lucent Common Shares such holder is entitled to receive pursuant to Stock in accordance with Section 2.02(i) and any dividends or other distributions such holder is entitled to receive pursuant to Section 2.02(c) or Section 2.02(j2.02(e), and the Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of Company Excel Common Stock which is not registered in the transfer records of Excel, a certificate representing the Company, payment proper number of the Merger Consideration shares of Lucent Common Stock may be made issued to a person other than the person in whose name the Certificate so surrendered is registered if such Certificate shall be properly endorsed or otherwise be in proper form for transfer and the person requesting such payment issuance shall pay any fiduciary or surety bonds or any transfer or other similar Taxes taxes required by reason of the payment issuance of the Merger Consideration shares of Lucent Common Stock to a person other than the registered holder of such Certificate or establish to the reasonable satisfaction of TopCo Lucent that such Tax tax has been paid or is not applicable. Until surrendered as contemplated by this Section 2.02(b), each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender that number of whole TopCo Common Shares, CCRs and/or cash representing the Merger Consideration that such holder has the right to receive pursuant to this Article II, and any cash in lieu of any fractional TopCo shares of Lucent Common Shares Stock to be issued or paid in consideration therefor upon surrender of such holder is entitled to receive pursuant to certificate in accordance with this Section 2.02(i) and any dividends or other distributions such holder is entitled to receive pursuant to Section 2.02(c) or Section 2.02(j)2.02. No interest shall be paid or will accrue on any consideration cash payable to holders of Certificates pursuant to the provisions of this Article II.

Exchange Procedures. As promptly as practicable (i) Within five business days after the Effective Time, but in any event within three business days thereafter, TopCo Peoples shall cause instruct the Exchange Agent to mail to each holder of record of Company an outstanding certificate or certificates which, as of the Effective Time, represented NB&T Financial Common Stock Shares (other than Treasury Shares and Dissenting Shares) (“Old Certificates”) or uncertificated shares (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the shares of Old Certificates shall pass, only upon proper delivery of the Certificates Old Certificates, if applicable, or upon delivery of the letter of transmittal in the case of uncertificated shares, to the Exchange Agent Agent, and which shall otherwise be in customary form) form as directed by Peoples and reasonably acceptable to NB&T Financial, and (ii) instructions for use in effecting the surrender of the Certificates Old Certificates, if applicable, or the letter of transmittal in exchange for the Merger Consideration. Upon the proper surrender of the Old Certificates, any cash in lieu if applicable, and a properly completed and duly executed letter of fractional shares pursuant to Section 2.02(i) and any dividends or other distributions payable pursuant to Section 2.02(c) or Section 2.02(j). Each holder of record of Company Common Stock shall, upon surrender transmittal to the Exchange Agent of such Certificate (or affidavit of loss in lieu thereof as provided in Section 2.02(h)), together with such letter of transmittal, duly completed and validly executedAgent, and such other documents as may reasonably be required by Peoples or the Exchange Agent, the holders of such Old Certificates or uncertificated shares shall be entitled to receive in exchange therefor that the number of whole TopCo shares of Peoples Common Shares, CCRs and/or cash representing the Merger Consideration Shares that such holder has the right to receive pursuant to this Article II, cash in lieu of any fractional TopCo Common Shares such holder is entitled to receive pursuant to Section 2.02(i3.01(a)(i) and any dividends or other distributions such holder is entitled to receive pursuant to Section 2.02(c) or Section 2.02(j), 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 check in the transfer records of the Company, payment of the Merger Consideration may be made to a person other than the person in whose name the Certificate so surrendered is registered if such Certificate shall be properly endorsed or otherwise be in proper form for transfer and the person requesting such payment shall pay any fiduciary or surety bonds or any transfer or other similar Taxes required by reason of the payment of the Merger Consideration to a person other than the registered holder of such Certificate or establish amount equal to the reasonable satisfaction of TopCo that such Tax has been paid or is not applicable. Until surrendered as contemplated by this Section 2.02(b), each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender that number of whole TopCo Common Shares, CCRs and/or cash representing the Merger Consideration that such holder has the right to receive pursuant to this Article II, Section 3.01(a)(ii) (including any cash in lieu of any fractional TopCo Common Shares shares, if any, that such holder is entitled has the right to receive pursuant to Section 2.02(i) Sections 3.01 and 3.03, and any dividends or other distributions to which such holder is entitled to receive pursuant to Section 2.02(c) or Section 2.02(j3.02). No interest Old Certificates so surrendered shall forthwith be canceled. Within ten days following receipt of the properly completed letter of transmittal and any necessary accompanying documentation, the Exchange Agent shall distribute Peoples Common Shares and cash as provided herein. If there is a transfer of ownership of any shares of NB&T Financial Common Shares not registered in the transfer records of NB&T Financial, the Merger Consideration shall be paid or will accrue on any consideration payable to holders of Certificates pursuant issued to the provisions transferee thereof if the Old Certificates representing such NB&T Financial Common Shares are presented to the Exchange Agent, accompanied by all documents required, in the reasonable judgment of this Article IIPeoples and the Exchange Agent, to evidence and effect such transfer and to evidence that any applicable stock transfer taxes have been paid.

Exchange Procedures. As promptly as practicable after the Effective Time, but in any event within three business days thereafter, TopCo Parent shall cause the Exchange Agent to mail to each holder of record of a Certificate whose shares of Company Common Stock were converted into the right to receive the Merger Consideration pursuant to Section 2.01(c), (i) a form of letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Exchange Agent and which shall otherwise be in customary formform and shall have such other provisions as Parent may reasonably specify) and (ii) instructions for use in effecting the surrender of surrendering the Certificates in exchange for certificates (or evidence of shares in book-entry form) representing the Stock Consideration portion of the Merger Consideration and cash representing the Cash Consideration portion of the Merger Consideration, any cash in lieu of fractional shares pursuant to Section 2.02(i) and any dividends or other distributions payable to which holders of Certificates are entitled pursuant to Section 2.02(c) or and cash in lieu of any fractional shares of Parent Common Stock to which such holders are entitled pursuant to Section 2.02(j2.02(e). Each holder Upon surrender of record of Company Common Stock shall, upon surrender a Certificate for cancellation to the Exchange Agent of such Certificate (or affidavit of loss in lieu thereof as provided in Section 2.02(h))Agent, together with such letter of transmittal, duly completed and validly executed, and such other documents as may be reasonably be required by the Exchange Agent, the holder of such Certificate shall be entitled to receive in exchange therefor (A) a certificate (or evidence of shares in book-entry form) representing that number of whole TopCo shares of Parent Common Shares, CCRs and/or cash representing the Merger Consideration Stock that such holder has the right to receive pursuant to the provisions of this Article II, II after taking into account all the shares of Company Common Stock then held by such holder under all such Certificates so surrendered and (B) a check for the cash in lieu of any fractional TopCo Common Shares that such holder is entitled to receive pursuant to Section 2.02(i) and 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 for the Cash Consideration portion of the Merger Consideration, any dividends or other distributions to which such holder is entitled to receive pursuant to Section 2.02(c) or and cash in lieu of any fractional shares of Parent Common Stock to which such holder is entitled pursuant to Section 2.02(j2.02(e), and the Certificate so surrendered shall forthwith then be canceled. In the event of a transfer of ownership of shares of Company Common Stock which that is not registered in the transfer records of the Company, payment (w) a certificate (or evidence of shares in book-entry form) representing the proper number of shares of Parent Common Stock, (x) a check for the Cash Consideration portion of the Merger Consideration Consideration, (y) any dividends or other distributions to which such holder is entitled pursuant to Section 2.02(c) and (z) cash in lieu of any fractional shares of Parent Common Stock to which such holder is entitled pursuant to Section 2.02(e), may be made issued to a person other than the person in whose name the Certificate so surrendered is registered if registered, if, upon presentation to the Exchange Agent, such Certificate shall be properly endorsed or otherwise be in proper form for transfer and the person requesting such payment issuance shall pay any fiduciary or surety bonds or any transfer or other similar Taxes taxes required by reason of the payment issuance of the Merger Consideration shares of Parent Common Stock to a person other than the registered holder of such Certificate or establish to the reasonable satisfaction of TopCo the Exchange Agent that such Tax tax has been paid or is not applicable. Until surrendered as contemplated by this Section 2.02(b), each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender that number of whole TopCo Common Shares, CCRs and/or cash representing the Merger Consideration that Consideration, any dividends or other distributions to which the holder of such holder has the right to receive Certificate is entitled pursuant to this Article II, Section 2.02(c) and cash in lieu of any fractional TopCo share of Parent Common Shares Stock to which such holder is entitled to receive pursuant to Section 2.02(i) and any dividends or other distributions such holder is entitled to receive pursuant to Section 2.02(c) or Section 2.02(j2.02(e). No interest shall will be paid or will accrue on the Merger Consideration or on any consideration cash payable to holders of Certificates pursuant to the provisions of this Article IISection 2.02(c) or (e).

Exchange Procedures. As promptly as practicable after Within two Business Days following the Effective Time, but in any event within three business days thereafter, TopCo the Surviving Corporation shall cause the Exchange Agent to mail be mailed to each holder of record of a certificate or certificates that immediately prior to the Effective Time represented outstanding shares of (i) Company Common Stock converted into the right to receive the Per Share Cash Consideration pursuant to Section 2.01(a)(i) (i"COMPANY CERTIFICATES"), and (ii) Borden Common Stock converted into the right to receive Merger Shaxxx xursuant to Section 2.01(c) ("BORDEN CERTIFICATES," together with the Company Certificatxx, the "CERTIFICATES"): (A) a form of letter of transmittal (which the "LETTER OF TRANSMITTAL"); and (B) instructions for use of the Letter of Transmittal in effecting the surrender of either the Company Certificates in exchange for such holder's pro rata portion of the Total Cash Merger Consideration or the Borden Certificates in exchange for such holder's pro rata portxxx xf the Merger Shares. The Letter of Transmittal shall specify that delivery of the Certificates shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery receipt thereof by the Exchange Agent and shall be in such form and have such other provisions as the Surviving Corporation may reasonably specify. Upon surrender of the Certificates a Certificate for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by the Surviving Corporation, together with a properly completed and duly executed Letter of Transmittal, (i) the holder of record of such Certificate shall be entitled to receive: (A) if it is a Company Certificate, a check in the amount equal to such holder's pro rata portion of the Total Cash Merger Consideration as determined pursuant to Section 2.01(a)(i) hereof in respect of such Certificate; or (B) if it is a Borden Certificate, a certificate representing the number of whxxx xxares of Company Common Stock to which shall otherwise be in customary formsuch holder is entitled pursuant to Section 2.01(c) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the Merger Consideration, any cash in lieu of fractional shares pursuant to Section 2.02(i) and any dividends or other distributions payable pursuant to Section 2.02(c) or Section 2.02(j). Each holder of record of Company Common Stock shall, upon surrender to the Exchange Agent of such Certificate (or affidavit of loss in lieu thereof as provided in Section 2.02(h)if any), together with such letter of transmittal, duly completed and validly executed, and such other documents as may reasonably be required by the Exchange Agent, be entitled to receive in exchange therefor that number of whole TopCo Common Shares, CCRs and/or cash representing the Merger Consideration that such holder has the right to receive pursuant to this Article II, cash in lieu of any fractional TopCo Common Shares which such holder is entitled to receive pursuant to Section 2.02(i2.01(d); and (ii) and any dividends or other distributions such holder is entitled to receive pursuant to Section 2.02(c) or Section 2.02(j), 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, payment of the Merger Consideration may be made to a person other than the person in whose name the Certificate so surrendered is registered if such Certificate shall be properly endorsed or otherwise be in proper form for transfer and the person requesting such payment shall pay any fiduciary or surety bonds or any transfer or other similar Taxes required by reason of the payment of the Merger Consideration to a person other than the registered holder of such Certificate or establish to the reasonable satisfaction of TopCo that such Tax has been paid or is not applicablecanceled. Until surrendered as contemplated by this Section 2.02(b)so surrendered, each Certificate shall be deemed at any time from and after the Effective Time to represent only the right to receive upon such surrender that number holder's pro rata portion of whole TopCo Common Shareseither (x) the Total Cash Merger Consideration contemplated by Section 2.01(a)(i), CCRs and/or cash representing or (y) the Merger Consideration that such holder has the right to receive pursuant to this Article II, cash in lieu of any fractional TopCo Common Shares such holder is entitled to receive pursuant to contemplated by Section 2.02(i) and any dividends or other distributions such holder is entitled to receive pursuant to Section 2.02(c) or Section 2.02(j2.01(c). No Notwithstanding anything contained herein to the contrary, no interest shall be paid or will shall accrue on any consideration cash payable to holders any holder of Certificates a Certificate pursuant to the provisions of this Article II.

Exchange Procedures. As promptly soon as practicable possible after the Company Merger Effective Time, Time (but in any event within three business days (3) Business Days thereafter), TopCo Parent shall cause the Exchange Agent to mail to each holder of record of a Certificate or Certificates that immediately prior to the Company Merger Effective Time represented outstanding shares of Company Common Stock whose shares were converted into the right to receive the Merger Consideration pursuant to Section 3.1(c): (i) a letter of transmittal (a “Letter of Transmittal”) which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, pass to the Exchange Agent only upon proper delivery of the Certificates to the Exchange Agent and Agent, which Letter of Transmittal shall otherwise be in such form and have such other customary form) provisions as Parent and the Company may reasonably agree upon, and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the Merger Consideration, any cash in lieu Consideration into which the number of fractional shares of Company Common Stock previously represented by such Certificate shall have been converted pursuant to this Agreement, together with any amounts payable in respect of the Fractional Share Consideration in accordance with Section 2.02(i) 3.7 and any dividends or other distributions payable pursuant to on shares of Parent Common Stock in accordance with Section 2.02(c) or Section 2.02(j3.3(e). Each holder Upon surrender of record of Company Common Stock shall, upon surrender a Certificate to the Exchange Agent of Agent, or to such Certificate (other agent or affidavit of loss in lieu thereof agents reasonably satisfactory to the Company as provided in Section 2.02(h))may be appointed by Parent, together with such letter Letter of transmittal, Transmittal duly completed and validly executedexecuted in accordance with the instructions thereto, and such other documents as may reasonably be required by the Exchange Agent, the holder of such Certificate shall be entitled to receive in exchange therefor that number of whole TopCo Common Shares, CCRs and/or cash representing the Merger Consideration payable in respect of the shares of Company Common Stock previously represented by such Certificate pursuant to the provisions of this Article III, plus any Fractional Share Consideration that such holder has the right to receive pursuant to this Article II, cash in lieu the provisions of Section 3.7 and any fractional TopCo Common Shares amounts that such holder is entitled has the right to receive pursuant to Section 2.02(i) and any in respect of dividends or other distributions on shares of Parent Common Stock in accordance with Section 3.3(e) to be mailed or delivered by wire transfer, within three (3) Business Days following the later to occur of (A) the Company Merger Effective Time or (B) the Exchange Agent’s receipt of such holder is entitled to receive pursuant to Section 2.02(c) Certificate (or Section 2.02(jaffidavit of loss in lieu thereof), and the Certificate so surrendered shall be forthwith be canceledcancelled. The Exchange Agent shall accept such Certificates upon compliance with such reasonable terms and conditions as the Exchange Agent may impose to effect an orderly exchange thereof in accordance with customary exchange practices. In the event of a transfer of ownership of shares of Company Common Stock which that is not registered in the transfer records of the Company, payment of the Merger Consideration may be made to a person other than the person in whose name the Certificate so surrendered is registered registered, if such Certificate shall be properly endorsed or otherwise be in proper form for transfer and the person requesting such payment shall pay any fiduciary or surety bonds or any transfer or other similar Taxes taxes required by reason of the payment of the Merger Consideration to a person other than the registered holder of such Certificate or establish to the reasonable satisfaction of TopCo Parent that such Tax tax has been paid or is not applicable. Until surrendered as contemplated by this Section 2.02(b)3.3, each Certificate shall be deemed deemed, at any time after the Company Merger Effective Time Time, to represent only the right to receive receive, upon such surrender that number of whole TopCo Common Sharessurrender, CCRs and/or cash representing the Merger Consideration that such holder has the right to receive pursuant to as contemplated by this Article II, cash in lieu of any fractional TopCo Common Shares such holder is entitled to receive pursuant to Section 2.02(i) and any dividends or other distributions such holder is entitled to receive pursuant to Section 2.02(c) or Section 2.02(j)III. No interest shall be paid or will accrue on any consideration cash payable upon surrender of any Certificate or in respect of Book-Entry Shares on the Merger Consideration or the Fractional Share Consideration payable upon the surrender of the Certificates or Book-Entry Shares or on any distributions to which holders of such Certificates or Book-Entry Shares are entitled pursuant to the provisions of this Article IISection 3.3(e) hereof.

Exchange Procedures. As promptly soon as reasonably practicable after the Effective Time, but in any event within three business days thereafter, TopCo shall cause the Exchange Agent to shall mail to each holder of record of a certificate or certificates that immediately prior to the Effective Time represented outstanding shares of Duke Common Stock or Cinergy Common Stock (the "Certificates") whose shares were converted into the right to receive shares of Company Common Stock pursuant to Section 2.01, (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Exchange Agent and which shall otherwise be in customary formsuch form and have such other provisions as Duke and Cinergy may reasonably specify) and (ii) instructions for use in effecting the surrender of surrendering the Certificates in exchange for the Merger Considerationcertificates representing whole shares of Company Common Stock, any cash in lieu of fractional shares pursuant to Section 2.02(i2.02(e) and any dividends or other distributions payable pursuant to Section 2.02(c) or Section 2.02(j). Each holder Upon surrender of record of Company Common Stock shall, upon surrender a Certificate for cancellation to the Exchange Agent of such Certificate (or affidavit of loss in lieu thereof as provided in Section 2.02(h))Agent, together with such letter of transmittal, duly completed and validly executed, and such other documents as may reasonably be required by the Exchange Agent, the holder of such Certificate shall be entitled to receive in exchange therefor therefore a certificate representing that number of whole TopCo shares of Company Common Shares, CCRs and/or cash representing the Merger Consideration Stock that such holder has the right to receive pursuant to the provisions of this Article II, certain dividends or other distributions in accordance with Section 2.02(c) and cash in lieu of any fractional TopCo share of Company Common Shares such holder is entitled to receive pursuant to Stock in accordance with Section 2.02(i) and any dividends or other distributions such holder is entitled to receive pursuant to Section 2.02(c) or Section 2.02(j2.02(e), and the Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of Company Duke Common Stock which or Cinergy Common Stock that is not registered in the transfer records of Duke or Cinergy, as the Companycase may be, payment a certificate representing the proper number of the Merger Consideration shares of Company Common Stock may be made issued to a person other than the person in whose name the Certificate so surrendered is registered if such Certificate shall be properly endorsed or otherwise be in proper form for transfer and the person requesting such payment issuance shall pay any fiduciary or surety bonds or any transfer or other similar Taxes taxes required by reason of the payment issuance of the Merger Consideration shares of Company Common Stock to a person other than the registered holder of such Certificate or establish to the reasonable satisfaction of TopCo the Company that such Tax tax has been paid or is not applicable. Until surrendered as contemplated by this Section 2.02(b)2.02, each Certificate shall be deemed at any time after the Duke Effective Time or the Cinergy Effective Time, as the case may be, to represent only the right to receive upon such surrender that number of whole TopCo Common Shares, CCRs and/or cash representing the Merger Consideration that such Consideration, which the holder thereof has the right to receive in respect of such Certificate pursuant to the provisions of this Article II, certain dividends or other distributions in accordance with Section 2.02(c) and cash in lieu of any fractional TopCo share of Duke Common Shares such holder is entitled to receive pursuant to Stock or Cinergy Common Stock, as the case may be, in accordance with Section 2.02(i) and any dividends or other distributions such holder is entitled to receive pursuant to Section 2.02(c) or Section 2.02(j2.02(e). No interest shall be paid or will accrue on the Merger Consideration or any consideration cash payable to holders of Certificates pursuant to the provisions of this Article II.

Exchange Procedures. (i) As promptly as practicable after the Effective Time, Time (but in any no event within three business days thereafterlater than five (5) Business Days following the Effective Time), TopCo shall cause the Exchange Agent to shall mail to each holder of record of a Certificate representing shares of Company Common Stock Stock, whose shares were converted pursuant to Section 2.1(c) into the right to receive the Per Share Merger Consideration: (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates a Certificate shall pass, only upon proper delivery of the Certificates such Certificate to the Exchange Agent and which shall otherwise be in customary form) such form and have such other provisions as Parent may reasonably specify); and (ii) instructions for use in effecting the surrender of the Certificates in exchange for payment of the Per Share Merger ConsiderationConsideration plus, if applicable, any cash Additional Per Share Merger Consideration payable in lieu accordance with Section 2.6. Upon surrender of fractional shares pursuant to Section 2.02(i) and any dividends or other distributions payable pursuant to Section 2.02(c) or Section 2.02(j). Each holder of record of Company Common Stock shall, upon surrender a Certificate for cancellation to the Exchange Agent of such Certificate (or affidavit of loss in lieu thereof as provided in Section 2.02(h))Agent, together with such letter of transmittal, duly completed executed and validly executedproperly completed, and the holder of such other documents as may reasonably be required by the Exchange Agent, Certificate shall be entitled to receive in exchange therefor that number of whole TopCo Common Shares, CCRs and/or cash representing the Per Share Merger Consideration that (plus, if applicable, any Additional Per Share Merger Consideration payable in accordance with Section 2.6) for each share of Company Common Stock formerly represented by such holder has the right to receive pursuant to this Article II, cash in lieu of any fractional TopCo Common Shares such holder is entitled to receive pursuant to Section 2.02(i) and any dividends or other distributions such holder is entitled to receive pursuant to Section 2.02(c) or Section 2.02(j)Certificate, 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, payment of the Merger Consideration may be made to a person other than the person in whose name the Certificate so surrendered is registered if such Certificate shall be properly endorsed or otherwise be in proper form for transfer and the person requesting such payment shall pay any fiduciary or surety bonds or any transfer or other similar Taxes required by reason of the payment of the Merger Consideration to a person other than the registered holder of such Certificate or establish to the reasonable satisfaction of TopCo that such Tax has been paid or is not applicablecancelled. Until surrendered as contemplated by this Section 2.02(b)2.2, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Per Share Merger Consideration as contemplated by this Section 2.2 plus, if applicable, any Additional Per Share Merger Consideration payable in accordance with Section 2.6 and shall not evidence any interest in, or any right to exercise the rights of a stockholder or other equity holder of, the Company or the Surviving Corporation. In the event of a transfer of ownership of shares of Company Common Stock that is not registered in the transfer records of the Company, the issuance of Parent ADSs or book-entries permitting the proper number of whole TopCo Common SharesParent ADSs, CCRs and/or together with a check for any cash representing to be paid upon due surrender of the Merger Consideration that such holder has the right to receive pursuant to this Article IICertificate, cash in lieu of any fractional TopCo Common Shares such holder is entitled to receive pursuant to Section 2.02(i) and any dividends or other distributions such holder is entitled to receive pursuant to Section 2.02(c) or Section 2.02(j). No interest shall be made to such transferee (after giving effect to any required Tax withholdings as provided in Section 2.5) if the Certificate formerly representing such shares is presented to the Exchange Agent, accompanied by all documents reasonably required to evidence and effect such transfer and to evidence that any and all transfer and other Taxes required by reason of the issuance to such transferee have been paid or will accrue on any consideration payable to holders of Certificates pursuant to the provisions of this Article IIare not applicable.

Exchange Procedures. As promptly as practicable after HLTH shall prepare and mail along with the Effective Time, but in any event within three business days thereafter, TopCo shall cause the Exchange Agent to mail Joint Proxy Statement/Prospectus to each holder of record of Company HLTH Common Stock as of the record date for the HLTH Stockholders’ Meeting: (i) a letter of transmittal (which shall be in customary form and shall specify that delivery shall be effected, and risk of loss and title to the Certificates certificates evidencing such shares (together with any book-entry shares, the “Certificates”) shall pass, only upon proper delivery of the Certificates to the Exchange Agent and which shall otherwise be in customary formAgent) and (ii) instructions for use in effecting the surrender of the Certificates pursuant to such letter of transmittal, including instructions for use in exchange for the Merger Consideration, any cash effecting surrender of Certificates (or attaching affidavits of loss in lieu of fractional shares pursuant to Section 2.02(i) and any dividends or other distributions payable pursuant to Section 2.02(cthereof) or Section 2.02(j)non-certificated shares represented by book-entry. Each holder In addition, HLTH shall use its best efforts to make the letter of record transmittal available to all Persons who become holders of Company HLTH Common Stock shall, upon during the period between such record date and the date of the HLTH Stockholders’ Meeting. Upon surrender to the Exchange Agent of such a Certificate (or affidavit of loss in lieu thereof as provided in Section 2.02(h))for cancellation, together with such letter of transmittal, duly completed and validly executedexecuted in accordance with the instructions thereto, and such other documents as may reasonably be required by pursuant to such instructions, the Exchange Agent, holder of such Certificate shall be entitled to receive in exchange therefor that number of whole TopCo Common Shares, CCRs and/or cash representing the Merger Consideration that in the form of (i) a check in the amount equal to the cash, if any, which such holder has the right to receive pursuant to the provisions of this Article II, III (including any cash in lieu of any fractional TopCo shares of WebMD Class A Common Shares Stock), (ii) a certificate representing that number of whole shares of WebMD Class A Common Stock which such holder is entitled has the right to receive in respect of the shares of HLTH Common Stock formerly represented by such Certificate (after taking into account all shares of HLTH Common Stock then held by such holder) and (iii) Merger Notes, if any, which such holder has the right to receive pursuant to Section 2.02(i) and any dividends or other distributions such holder is entitled to receive pursuant to Section 2.02(c) or Section 2.02(j)3.02, 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, payment of the Merger Consideration may be made to a person other than the person in whose name the Certificate so surrendered is registered if such Certificate shall be properly endorsed or otherwise be in proper form for transfer and the person requesting such payment shall pay any fiduciary or surety bonds or any transfer or other similar Taxes required by reason of the payment of the Merger Consideration to a person other than the registered holder of such Certificate or establish to the reasonable satisfaction of TopCo that such Tax has been paid or is not applicablecancelled. Until surrendered as contemplated by this Section 2.02(b)3.03, each Certificate shall be deemed at any time all times after the Effective Time to represent only the right to receive upon such surrender that number of whole TopCo Common Shares, CCRs and/or cash representing the Merger Consideration in accordance with the terms of this Agreement with respect to the shares of HLTH Common Stock formerly represented thereby. In the event of a transfer of ownership of shares of HLTH Common Stock that is not registered in the transfer or stock records of HLTH, any cash to be paid upon, or shares of WebMD Class A Common Stock or Merger Notes to be issued upon, due surrender of the Certificate formerly representing such holder has the right to receive pursuant to this Article II, cash in lieu shares of any fractional TopCo HLTH Common Shares such holder is entitled to receive pursuant to Section 2.02(i) and any dividends or other distributions such holder is entitled to receive pursuant to Section 2.02(c) or Section 2.02(j). No interest shall Stock may be paid or will accrue on any consideration payable to holders of Certificates pursuant issued, as the case may be, to the provisions of this Article IItransferee if such Certificate 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 or similar Taxes have been paid or are not applicable.

Exchange Procedures. (i) As promptly as practicable after following the Effective Time, Time (but in any no event within three business days later than two (2) Business Days thereafter), TopCo Parent or the Surviving Entity shall cause the Exchange Agent to mail (and to make available for collection by hand) (A) to each holder of record of a Certificate evidencing Company Common Stock Stock, (ix) a letter of transmittal (a “Letter of Transmittal”), which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, pass only upon proper delivery of the Certificates (or affidavits of loss in lieu thereof) to the Exchange Agent Agent, and which Letter of Transmittal shall otherwise be in customary form) such form and have such other provisions as the Surviving Entity may reasonably specify, and (iiy) instructions for use in effecting the surrender of the Certificates in exchange for the Merger Consideration, any cash in lieu Consideration into which the number of fractional shares pursuant to Section 2.02(i) and any dividends or other distributions payable pursuant to Section 2.02(c) or Section 2.02(j). Each holder of record of Company Common Stock shall, upon surrender to the Exchange Agent of previously represented by such Certificate (or affidavit of loss in lieu thereof as provided in Section 2.02(h))shall have been converted pursuant to this Agreement, together with such letter any amounts payable in respect of transmittaldividends or distributions on shares of Parent Common Shares in accordance with Section 3.3(d) (which instructions shall provide that, duly completed and validly executedat the election of the surrendering holder, and such other documents as (1) Certificates may reasonably be required surrendered by the Exchange Agent, be entitled to receive in exchange therefor that number of whole TopCo Common Shares, CCRs and/or cash representing hand delivery or otherwise or (2) the Merger Consideration that in exchange therefor, together with any amounts payable in respect of dividends or distributions on shares of Parent Common Shares in accordance with Section 3.3(d), may be collected by hand by the surrendering holder or by check or wire transfer to the surrendering holder), (B) to each holder of an In-The-Money Company Option, written evidence representing an option to acquire shares of Parent Common Shares in an amount due and payable to such holder has the right to receive pursuant to this Article II, cash in lieu of any fractional TopCo Common Shares such holder is entitled to receive pursuant to Section 2.02(i3.4(a) in respect of such Company Option, (C) to each holder of a share of Company Restricted Stock, shares of Parent Common Shares in an amount due and any dividends or other distributions payable to such holder is entitled to receive pursuant to Section 2.02(c3.4(b) or Section 2.02(j)in respect of such share of Company Restricted Stock, and the Certificate so surrendered shall forthwith be canceled. In the event (D) to each holder of a transfer Company Phantom Share, shares of ownership of Company Parent Common Stock which is not registered Shares in the transfer records of the Company, payment of the Merger Consideration may be made an amount due and payable to a person other than the person in whose name the Certificate so surrendered is registered if such Certificate shall be properly endorsed or otherwise be in proper form for transfer and the person requesting such payment shall pay any fiduciary or surety bonds or any transfer or other similar Taxes required by reason of the payment of the Merger Consideration to a person other than the registered holder of such Certificate or establish to the reasonable satisfaction of TopCo that such Tax has been paid or is not applicable. Until surrendered as contemplated by this Section 2.02(b), each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender that number of whole TopCo Common Shares, CCRs and/or cash representing the Merger Consideration that such holder has the right to receive pursuant to this Article II, cash in lieu of any fractional TopCo Common Shares such holder is entitled to receive pursuant to Section 2.02(i3.4(b) and any dividends or other distributions in respect of such holder is entitled to receive pursuant to Section 2.02(c) or Section 2.02(j). No interest shall be paid or will accrue on any consideration payable to holders of Certificates pursuant to the provisions of this Article IICompany Phantom Share.

Exchange Procedures. As promptly as reasonably practicable after the Effective Time, but in any event within three business days thereafter, TopCo Parent and Sun Global shall cause the Exchange Paying Agent to mail to each Person who was, as of immediately prior to the Effective Time, a holder of record of Company shares of Common Stock entitled to receive the Merger Consideration pursuant to Section 2.01(c) (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates certificates that immediately prior to the Effective Time represented any such shares of Common Stock (each, a “Certificate”), if any, shall pass, only upon proper delivery of the Certificates or transfer of any such uncertificated shares of Common Stock (collectively, the “Uncertificated Shares”) to the Exchange Paying Agent and which shall otherwise be in customary formform reasonably satisfactory to the Company and Parent) and (ii) instructions for use in effecting the surrender of the Certificates and the transfer of Uncertificated Shares in exchange for the Merger Consideration, any cash in lieu of fractional shares pursuant to Section 2.02(i) and any dividends or other distributions payable pursuant to Section 2.02(c) or Section 2.02(j). Each holder of record of Company shares of Common Stock shall, (x) upon surrender to the Exchange Paying Agent of any such Certificate (or affidavit of loss in lieu thereof as provided in Section 2.02(h))Certificate, together with such letter of transmittal, duly completed and validly executed, and such other documents as may reasonably be required by the Exchange Paying Agent, or (y) upon receipt of an “agent’s message” by the Paying Agent (or such other evidence, if any, of transfer as the Paying Agent may reasonably request) in the case of a book-entry transfer of Uncertificated Shares, be entitled to receive in exchange therefor that the amount of cash which the number of whole TopCo shares of Common Stock previously represented by such Certificate or the Uncertificated Shares, CCRs and/or cash representing the Merger Consideration that such holder has as applicable, shall have been converted into the right to receive pursuant to this Article IISection 2.01(c), cash in lieu without any interest thereon and less any required withholding of any fractional TopCo Common Shares such holder is entitled to receive pursuant to Section 2.02(i) taxes, and any dividends or other distributions such holder is entitled to receive pursuant to Section 2.02(c) or Section 2.02(j), 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, payment of the Merger Consideration may be made to a person Person other than the person Person in whose name the Certificate so surrendered or the Uncertificated Shares so transferred is registered if any such Certificate shall be properly endorsed or otherwise be in proper form for transfer and the person Person requesting such payment shall pay any fiduciary or surety bonds or any transfer or other similar Taxes taxes required by reason of the payment of the Merger Consideration to a person Person other than the registered holder of such Certificate or Uncertificated Shares or establish to the reasonable satisfaction of TopCo Parent that such Tax tax has been paid or is not applicable. Until surrendered or transferred as contemplated by this Section 2.02(b), each Certificate and each Uncertificated Share shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender that number of whole TopCo Common Shares, CCRs and/or cash representing the Merger Consideration that such which the holder thereof has the right to receive in respect of such Certificate or Uncertificated Shares pursuant to this Article II, cash in lieu of any fractional TopCo Common Shares such holder is entitled to receive pursuant to Section 2.02(i) II and any declared dividends or other distributions with a record date prior to the Effective Time that remain unpaid at the Effective Time and that are due to such holder is entitled to receive pursuant to Section 2.02(c) or Section 2.02(j)holder. No interest shall be paid or will accrue on any consideration cash payable to holders of Certificates or Uncertificated Shares pursuant to the provisions of this Article II.

Exchange Procedures. As promptly soon as practicable (but not later than five (5) business days) after the Effective Time, but in any event within three business days thereafter, TopCo Parent shall cause the Exchange Paying Agent to mail to each holder of record of Company Common Stock a Certificate (i) a form of letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Exchange Paying Agent and which shall otherwise be in customary form) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the Merger Consideration, any cash in lieu of fractional shares pursuant to Section 2.02(i) and any dividends or other distributions payable pursuant to Section 2.02(c) or Section 2.02(j). Each holder of record of Company Common Stock a Certificate shall, upon surrender to the Exchange Paying Agent of such Certificate (or affidavit of loss in lieu thereof as provided in Section 2.02(h))Certificate, together with such letter of transmittal, duly completed and validly executed, and such other documents as may reasonably be required by the Exchange Paying Agent, be entitled to receive in exchange therefor that the amount of cash which the number of whole TopCo shares of Company Common Shares, CCRs and/or cash representing the Merger Consideration that Stock or Company Preferred Stock previously represented by such holder has Certificate shall have been converted into the right to receive pursuant to this Article II, cash in lieu of any fractional TopCo Common Shares such holder is entitled to receive pursuant to Section 2.02(i) and any dividends or other distributions such holder is entitled to receive pursuant to Section 2.02(c) or Section 2.02(j2.01(c), and the Certificate so surrendered shall forthwith be canceled. 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, payment of the Merger Consideration may be made to a person other than the person in whose name the Certificate so surrendered is registered if such Certificate shall be properly endorsed or otherwise be in proper form for transfer and the person requesting such payment shall pay any fiduciary or surety bonds or any transfer or other similar Taxes taxes required by reason of the payment of the Merger Consideration to a person other than the registered holder of such Certificate or establish to the reasonable satisfaction of TopCo Parent that such Tax tax has been paid or is not applicable. Until surrendered as contemplated by this Section 2.02(b), each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender that number of whole TopCo Common Shares, CCRs and/or cash representing the Merger Consideration that such which the holder thereof has the right to receive in respect of such Certificate pursuant to this Article II, cash in lieu of any fractional TopCo Common Shares such holder is entitled to receive pursuant to Section 2.02(i) and any dividends or other distributions such holder is entitled to receive pursuant to Section 2.02(c) or Section 2.02(j). No interest shall be paid or will accrue on any consideration cash payable to holders of Certificates pursuant to the provisions of this Article II.

Exchange Procedures. As promptly soon as reasonably practicable after the Effective Time and in no event later than three Business Days following the Effective Time, but in any event within three business days thereafter, TopCo Parent shall cause the Exchange Agent to mail to each holder of record of a Certificate whose shares of Company Common Stock were converted into the right to receive the Merger Consideration, any dividends or other distributions payable pursuant to Section 2.02(c) and cash in lieu of any fractional shares payable pursuant to Section 2.02(e) (i) a form of letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Exchange Agent and which shall otherwise be in customary formform and contain customary provisions) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the Merger Consideration, any cash in lieu of fractional shares pursuant to Section 2.02(i) and any dividends or other distributions payable pursuant to Section 2.02(c) or and cash in lieu of any fractional shares payable pursuant to Section 2.02(j2.02(e). Each holder of record of Company Common Stock one or more Certificates shall, upon surrender to the Exchange Agent of such Certificate (or affidavit of loss in lieu thereof as provided in Section 2.02(h))Certificates, together with such letter of transmittal, duly completed and validly executed, and such other documents as may reasonably be required by the Exchange Agent, be entitled to receive in exchange therefor (i) the amount of cash to which such holder is entitled pursuant to Section 2.01(d), (ii) a certificate or certificates representing that number of whole TopCo Parent Common Shares, CCRs and/or cash representing the Merger Consideration that Shares (after taking into account all Certificates surrendered by such holder) to which such holder has the right to receive is entitled pursuant to this Article IISection 2.01(d), (iii) any dividends or distributions payable pursuant to Section 2.02(c) and (iv) cash in lieu of any fractional TopCo Common Shares such holder is entitled to receive shares payable pursuant to Section 2.02(i) and any dividends or other distributions such holder is entitled to receive pursuant to Section 2.02(c) or Section 2.02(j2.02(e), and the Certificate Certificates 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, payment of the Merger Consideration may be made to a person other than the person in whose name the Certificate so surrendered is registered if such Certificate shall be properly endorsed or otherwise be in proper form for transfer transfer, and the person requesting such payment shall pay any fiduciary or surety bonds or any transfer or other similar Taxes required by reason of the payment of the Merger Consideration to a person other than the registered holder of such Certificate transfer or establish to the reasonable satisfaction of TopCo Parent that such Tax has Taxes have been paid or is are not applicable. Until surrendered as contemplated by this Section 2.02(b), each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender that number of whole TopCo Common Shares, CCRs and/or cash representing the Merger Consideration that such holder has the right to receive pursuant to this Article II, cash in lieu of any fractional TopCo Common Shares such holder is entitled to receive pursuant to Section 2.02(i) and any dividends or other distributions such holder is entitled to receive pursuant to Section 2.02(c) or Section 2.02(j). No interest shall be paid or will accrue on any consideration payable to holders of Certificates pursuant to the provisions of this Article II.this

Exchange Procedures. As promptly soon as reasonably practicable after the Effective Time, but in any event within three no later than five (5) business days thereafterafter the Effective Time, TopCo Parent shall cause the Exchange Agent to transmit (or mail to each holder in the case of record certificated shares of Company Common Stock Stock) to each former holder of Company Common Stock, which at the Effective Time were converted into the right to receive the Merger Consideration pursuant to Section 2.01, (i) a letter of transmittal (which shall specify that delivery shall be effected, and that risk of loss and title to the Certificates Company Common Stock shall pass, only upon proper delivery of the Certificates Company Common Stock to the Exchange Agent and which shall otherwise be in customary formform and substance reasonably satisfactory to Parent and the Company) and (ii) instructions for use in effecting the surrender of the Certificates Company Common Stock in exchange for the Merger Considerationwhole shares of Parent Common Stock, any cash in lieu of any fractional shares of Parent Common Stock pursuant to Section 2.02(i2.01(d) and any dividends or other distributions payable pursuant to Section 2.02(c) or Section 2.02(j2.04(c). Each holder Upon surrender of record of certificates formerly representing Company Common Stock shall, upon surrender for cancellation and exchange to the Exchange Agent of such Certificate (or affidavit of loss in lieu thereof as provided in Section 2.02(h))Agent, together with such letter of transmittal, duly completed and validly executedexecuted in accordance with the instructions thereto, and such other documents as may reasonably be required by the Exchange Agent, the former holder of such Company Common Stock shall be entitled to receive in exchange therefor that number of whole TopCo shares of Parent Common Shares, CCRs and/or cash representing the Merger Consideration that Stock (after taking into account all Company Common Stock surrendered by such holder) to which such holder has the right to receive is entitled pursuant to this Article IISection 2.01 (which shall be in uncertificated book-entry form unless a physical certificate is requested), payment by check or cash in lieu of any fractional TopCo shares of Parent Common Shares Stock which such holder is entitled to receive pursuant to Section 2.02(i2.01(d) and any dividends or other distributions such holder is entitled to receive payable pursuant to Section 2.02(c) or Section 2.02(j2.04(c), and the Certificate Company Common Stock so surrendered shall forthwith be canceledcancelled. In the event of a transfer of ownership of Company Common Stock which is not registered in the transfer records of the Company, payment If any portion of the Merger Consideration may is to be made to registered in the name of a person Person other than the person Person in whose name the Certificate so applicable surrendered Company Common Stock is registered if such Certificate registered, it shall be properly endorsed or otherwise a condition to the registration thereof that the surrendered Company Common Stock be in proper form for transfer and that the person Person requesting such payment shall delivery of the Merger Consideration pay any fiduciary or surety bonds or any transfer or other similar Taxes required by reason as a result of such registration in the payment name of the Merger Consideration to a person Person other than the registered holder of such Certificate Company Common Stock or establish to the reasonable satisfaction of TopCo the Exchange Agent that such Tax has been paid or is not applicablepayable. Until surrendered as contemplated by this Section 2.02(b2.04(b), each Certificate share of Company Common Stock shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender that number of whole TopCo Common Shares, CCRs and/or cash representing the Merger Consideration that such holder has the right (and any amounts to receive pursuant to this Article II, cash in lieu of any fractional TopCo Common Shares such holder is entitled to receive be paid pursuant to Section 2.02(i) and any dividends or other distributions such holder is entitled to receive pursuant to Section 2.02(c2.01(d) or Section 2.02(j2.04(c)) upon such surrender. No interest shall be paid or will shall accrue on any consideration amount payable to holders of Certificates pursuant to the provisions of this Article IISection 2.01(d) or Section 2.04(c).

Exchange Procedures. As promptly soon as reasonably practicable after the Effective Time, but in any event within three business days thereafter, TopCo VeraSun shall cause the Exchange Agent to mail to each holder of record of Company a certificate or certificates (the “Certificates”) which immediately prior to the Effective Time represented outstanding shares of US BioEnergy Common Stock, whose shares were converted into the right to receive the Merger Consideration pursuant to Section 2.01, certain dividends or other distributions in accordance with Section 2.02(c) and cash in lieu of any fractional share of VeraSun Common Stock in accordance with Section 2.02(e), (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Exchange Agent and which shall otherwise be in customary formsuch form and have such other provisions as VeraSun may reasonably specify) and (ii) instructions for use in effecting the surrender of surrendering the Certificates in exchange for certificates representing the Merger Consideration, any certain dividends or other distributions in accordance with Section 2.02(c) and cash in lieu of any fractional shares pursuant to share of VeraSun Common Stock in accordance with Section 2.02(i) and any dividends or other distributions payable pursuant to Section 2.02(c) or Section 2.02(j2.02(e). Each holder Upon surrender of record of Company Common Stock shall, upon surrender a Certificate for cancellation to the Exchange Agent of such Certificate (or affidavit of loss in lieu thereof as provided in Section 2.02(h))Agent, together with such letter of transmittal, duly completed and validly executed, and such other documents as may reasonably be required by the Exchange Agent, the holder of such Certificate shall be entitled to receive in exchange therefor a certificate representing that number of whole TopCo shares of VeraSun Common Shares, CCRs and/or cash representing the Merger Consideration Stock that such holder has the right to receive pursuant to the provisions of this Article II, certain dividends or other distributions in accordance with Section 2.02(c) and cash in lieu of any fractional TopCo share of VeraSun Common Shares such holder is entitled to receive pursuant to Stock in accordance with Section 2.02(i) and any dividends or other distributions such holder is entitled to receive pursuant to Section 2.02(c) or Section 2.02(j2.02(e), and the Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of Company US BioEnergy Common Stock which that is not registered in the transfer records of US BioEnergy, a certificate representing the Company, payment proper number of the Merger Consideration shares of VeraSun Common Stock may be made issued to a person other than the person in whose name the Certificate so surrendered is registered if such Certificate shall be properly endorsed or otherwise be in proper form for transfer and the person requesting such payment issuance shall pay any fiduciary or surety bonds or any transfer or other similar Taxes taxes required by reason of the payment issuance of the Merger Consideration shares of VeraSun Common Stock to a person other than the registered holder of such Certificate or establish to the reasonable satisfaction of TopCo VeraSun that such Tax tax has been paid or is not applicable. Until surrendered as contemplated by this Section 2.02(b), each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender that number of whole TopCo Common Shares, CCRs and/or cash representing the Merger Consideration that such the holder thereof has the right to receive pursuant to the provisions of this Article II, certain dividends or other distributions in accordance with Section 2.02(c) and cash in lieu of any fractional TopCo share of VeraSun Common Shares such holder is entitled to receive pursuant to Stock in accordance with Section 2.02(i) and any dividends or other distributions such holder is entitled to receive pursuant to Section 2.02(c) or Section 2.02(j2.02(e). No interest shall be paid or will accrue on any consideration cash payable to holders of Certificates pursuant to the provisions of this Article II.

Exchange Procedures. As promptly soon as reasonably practicable after the Effective Time, but Time and in any event within three not later than the fifth business days thereafterday following the Effective Time, TopCo ET shall cause the Exchange Agent to mail to each holder of record ETO Preferred Units, which at the Effective Time were converted into the right to receive the applicable portion of Company Common Stock the Preferred Merger Consideration pursuant to Section 2.1(a), (i) a customary letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Exchange Agent and which shall otherwise be in customary form) and (ii) instructions for use in effecting the surrender of the Certificates certificates or book-entry notations representing ETO Preferred Units (including customary provisions with respect to delivery of an “agent’s message” with respect to Book-Entry Units representing ETO Preferred Units) (in each case, “Certificates”) in exchange for the applicable portion of the Preferred Merger Consideration, any cash in lieu of fractional shares pursuant to Section 2.02(i) Consideration and any dividends or other distributions payable pursuant to Section 2.02(c) or Section 2.02(j2.3(c). Each holder Upon surrender of record of Company Common Stock shall, upon surrender Certificates for cancellation to the Exchange Agent of such Certificate (or affidavit of loss in lieu thereof as provided in Section 2.02(h))Agent, together with such letter of transmittal, duly completed and validly executedexecuted in accordance with the instructions thereto, and such other documents as may reasonably be required by the Exchange Agent, the holder of such ETO Preferred Units shall be entitled to receive in exchange therefor (subject to withholding tax as specified in Section 2.4), as applicable, that number of whole TopCo Common SharesNew ET Preferred Units to which such holder is entitled pursuant to Section 2.1(c), CCRs and/or and a check in an amount equal to the aggregate amount of cash representing the Merger Consideration that such holder has the a right to receive pursuant to this Article II, cash in lieu of any fractional TopCo Common Shares Section 2.3(c) to which such holder is entitled to receive pursuant to Section 2.02(i) and any dividends or other distributions such holder is entitled to receive pursuant to Section 2.02(c) or Section 2.02(j)entitled, and the Certificate ETO Preferred Units represented by the Certificates so surrendered shall forthwith be canceledcancelled. In If any cash payment is to be made to, or any New ET Preferred Units constituting any part of the event applicable portion of a transfer of ownership of Company Common Stock which the Preferred Merger Consideration is not to be registered in the transfer records of the Companyname of, payment of the Merger Consideration may be made to a person other than the person in whose name the Certificate so applicable surrendered ETO Preferred Units is registered if such Certificate registered, it shall be properly endorsed a condition to the payment or otherwise registration thereof that the surrendered Certificate be in proper form for transfer and that the person requesting such payment shall or delivery of the Preferred Merger Consideration pay any fiduciary or surety bonds or any transfer or other similar Taxes required by reason as a result of such registration in the payment name of the Merger Consideration to a person other than the registered holder of such Certificate or establish to the reasonable satisfaction of TopCo the Exchange Agent that such Tax has been paid or is not applicablepayable. Until surrendered as contemplated by this Section 2.02(b2.3(b), each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender that number the applicable portion of whole TopCo Common Shares, CCRs and/or cash representing the Preferred Merger Consideration that such holder has the right (and any amounts to receive pursuant to this Article II, cash in lieu of any fractional TopCo Common Shares such holder is entitled to receive be paid pursuant to Section 2.02(i2.3(c)) and any dividends or other distributions upon such holder is entitled to receive pursuant to Section 2.02(c) or Section 2.02(j)surrender. No interest shall be paid or will shall accrue on any consideration amount payable to holders of Certificates pursuant to the provisions of this Article IISection 2.3(c).

Exchange Procedures. As promptly as practicable (i) Promptly after the Effective Time, but in any event within three business days thereafter, TopCo Menlo shall cause the Exchange Agent to mail to each holder of record of Company Common Stock a certificate or certificates which immediately prior to the Effective Time represented outstanding Foamix Shares (the “Certificates”) or Book Entry Shares, 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 risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Exchange Agent and which shall otherwise be in customary form) such form and have such other provisions as Menlo may reasonably specify), (ii) instructions for use in effecting the surrender of the Certificates in exchange for the Merger Consideration, any cash in lieu of any fractional shares pursuant to Section 2.02(i2.1(f) and any dividends or other distributions payable pursuant to Section 2.02(c2.2(c), and (iii) a duly completed and validly executed declaration and/or Qualified Tax Certificate (or Section 2.02(jsuch other forms as may be required under any applicable Tax law, the 104H Tax Ruling, the 104H Interim Ruling, and each in such form as may be reasonably requested by the Exchange Agent, or such forms as prescribed in the Withholding Tax Ruling) in which the beneficial owner of Foamix Shares provides certain information necessary for the Exchange Agent to determine whether any amounts need to be withheld from the consideration payable or otherwise deliverable to such beneficial owner hereunder pursuant to the terms of the Ordinance (in each case, subject to the terms of the Withholding Tax Ruling). Each holder Upon (A) in the case of record Foamix Shares represented by a Certificate, the surrender of Company Common Stock shall, upon surrender such certificate for cancellation to the Exchange Agent Agent; or (B) in the case of such Certificate (or affidavit Book-Entry Shares, the receipt of loss an “agent’s message” by the Exchange Agent, in lieu thereof as provided in Section 2.02(h)), each case together with such the letter of transmittal, duly completed and validly executedexecuted in accordance with the instructions thereto, including a duly completed and validly executed declaration and/or Qualified Tax Certificate or such other forms as may be required under any applicable Tax law, the 104H Tax Ruling, the 104H Interim Ruling, or such forms as prescribed in the Withholding Tax Ruling, and such other documents as may reasonably be required by the Exchange Agent, the holder of such Certificates or Book Entry Shares, as applicable, shall be entitled to receive in exchange therefor that such number of whole TopCo shares of Menlo Common Shares, CCRs and/or cash representing the Merger Consideration that Stock to which such holder has the right to receive is entitled pursuant to this Article IISection 2.1 (which shall be in uncertificated book-entry form), cash payment, subject to any applicable withholding tax pursuant to Section 2.2(h), in lieu of any fractional TopCo Common Shares shares which such holder is entitled to receive pursuant to Section 2.02(i) and 2.1(f), any dividends or other distributions such holder is entitled to receive payable pursuant to Section 2.02(c2.2(c) or Section 2.02(j)and Contingent Stock Rights, and the Certificate Certificates so surrendered shall forthwith be canceledcancelled. The Contingent Stock Rights shall not be evidenced by a certificate or other instrument. In the event of a transfer of ownership of Company Common Stock Foamix Shares which is not registered in the transfer records of Foamix, certificates representing the Companyproper amount of Merger Consideration (including, for the avoidance of doubt, payment in the form of or with respect to the Merger Consideration Contingent Stock Rights) may be made issued to a person Person (as defined in Section 8.14(vv)) other than the person Person in whose name the Certificate so surrendered is registered registered, if such Certificate shall be properly endorsed or otherwise be in proper form for transfer and the person Person requesting such payment issuance shall pay any fiduciary or surety bonds or any transfer or other similar Taxes taxes required by reason of the payment issuance of the Merger Consideration shares of Menlo Common Stock and Contingent Stock Rights to a person Person other than the registered holder of such Certificate or establish to the reasonable satisfaction of TopCo Menlo that such Tax tax has been paid or is not applicableapplicable and subject to the provisions of Section 2.2(h). Until surrendered as contemplated by this Section 2.02(b2.2(b), each 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(f) or Section 2.2(c)) upon such surrender that number of whole TopCo Common Shares, CCRs and/or cash representing the Merger Consideration that such holder has the right to receive pursuant to this Article II, cash in lieu of any fractional TopCo Common Shares such holder is entitled to receive pursuant to Section 2.02(i) and any dividends or other distributions such holder is entitled to receive pursuant to Section 2.02(c) or Section 2.02(j). No interest shall be paid or will shall accrue on any consideration amount payable to holders of Certificates pursuant to the provisions of this Article IISection 2.1(f) or Section 2.2(c).

Exchange Procedures. As promptly as practicable Promptly after the Effective Time, but Time (and in any event within three business days thereafter(3) Business Days thereof), TopCo the Parent shall cause the Exchange Agent to mail to each holder of record of Company Common Stock Shares (other than holders of Excluded Shares) (i) a letter of transmittal (which shall specify in customary form specifying that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates (or affidavits of loss in lieu thereof as provided in Section 4.2(g)) to the Exchange Agent and which shall otherwise Agent, such letter of transmittal to be in customary form) such form and have such other provisions as Parent and the Company may reasonably agree, and (ii) instructions for use in effecting the surrender of the Certificates (or affidavits of loss in lieu thereof as provided in Section 4.2(g)) in exchange for the Merger Consideration, any cash in lieu . Upon surrender of fractional shares pursuant to Section 2.02(i) and any dividends or other distributions payable pursuant to Section 2.02(c) or Section 2.02(j). Each holder of record of Company Common Stock shall, upon surrender to the Exchange Agent of such a Certificate (or affidavit of loss in lieu thereof as provided in Section 2.02(h4.2(g)), together ) to the Exchange Agent in accordance with the terms of such letter of transmittal, duly completed and validly executed, and the holder of such other documents as may reasonably be required by the Exchange Agent, Certificate shall be entitled to receive in exchange therefor a certificate representing that number of whole TopCo shares of Parent Common Shares, CCRs and/or cash representing Stock (rounded down to the Merger Consideration that nearest whole share) which such holder has the right to receive pursuant to the provisions of this Article IIIV (after taking into account all the shares of Company Common Stock then held by such holder under all such Certificates so surrendered), cash in lieu of any fractional TopCo shares of Parent Common Shares Stock to which such holder is entitled to receive pursuant to Section 2.02(i) 4.2(e), and any dividends or other distributions to which such holder is entitled to receive pursuant to Section 2.02(c4.2(c). No interest will be paid or will accrue on any cash payable pursuant to Section 4.2(c) or Section 2.02(j4.2(e), and the Certificate so surrendered . The Exchange Agent shall forthwith be canceledcancel the Certificates so surrendered. In the event of a transfer of ownership of Company Common Stock which Shares that is not registered in the transfer records of the Company, payment a certificate representing the proper number of shares of Parent Common Stock and a check for any factional shares to be exchanged upon due surrender of the Merger Consideration Certificate may be made issued to a person other than the person in whose name such transferee if the Certificate so surrendered formerly representing such Shares is registered if presented to the Exchange Agent, accompanied by all documents required to evidence and effect such Certificate shall be properly endorsed or otherwise be in proper form for transfer and the person requesting such payment shall pay to evidence that any fiduciary or surety bonds or any applicable stock transfer or other similar Taxes required by reason of the payment of the Merger Consideration to a person other than the registered holder of such Certificate or establish to the reasonable satisfaction of TopCo that such Tax has taxes have been paid or is are not applicable. Until surrendered as contemplated by this Section 2.02(b), each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender that number of whole TopCo Common Shares, CCRs and/or cash representing the Merger Consideration that such holder has the right to receive pursuant to this Article II, cash in lieu of any fractional TopCo Common Shares such holder is entitled to receive pursuant to Section 2.02(i) and any dividends or other distributions such holder is entitled to receive pursuant to Section 2.02(c) or Section 2.02(j). No interest shall be paid or will accrue on any consideration payable to holders of Certificates pursuant to the provisions of this Article II.

Exchange Procedures. As promptly as practicable after the Effective Time, but in any event within three business days thereafter, TopCo shall cause the Exchange Agent to mail to each holder of record of Company Common Stock (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Exchange Agent and which shall otherwise be in customary form) and (ii) instructions for use in effecting the Upon surrender of the Certificate or Certificates in exchange for representing the Merger ConsiderationCommon Stock, any cash in lieu of fractional shares pursuant to Section 2.02(i) and any dividends Series A Preferred Stock or other distributions payable pursuant to Section 2.02(c) or Section 2.02(j). Each holder of record of Company Common Series B Preferred Stock shall, upon surrender held by each Stockholder to the Exchange Agent of such Certificate Company (or an affidavit of loss in lieu thereof as provided in accordance with Section 2.02(h)3.3(e) below), together with a duly executed Letter of Transmittal, such letter of transmittal, duly completed and validly executed, and such other documents as may reasonably be required by the Exchange Agent, Stockholder shall be entitled to receive in exchange therefor that number of whole TopCo receive, subject to the terms and conditions hereof, the Estimated Common SharesShare Price, CCRs and/or cash representing the Series A Merger Consideration that or Series B Merger Consideration for the Common Stock, Series A Preferred Stock or Series B Preferred Stock, respectively, represented by such holder has the right to receive pursuant to this Article II, cash in lieu of any fractional TopCo Common Shares such holder is entitled to receive pursuant to Section 2.02(i) and any dividends Certificate or other distributions such holder is entitled to receive pursuant to Section 2.02(c) or Section 2.02(j)Certificates, and the Certificate Certificates so surrendered shall forthwith be canceled. In ; provided that the event of a transfer of ownership of Company Common Stock which is not registered in Surviving Corporation shall make such payment to each such Stockholder immediately after the transfer records of the Company, payment of the Merger Consideration may be made to a person other than the person in whose name the Certificate so surrendered is registered Effective Time if such Certificate shall be properly Stockholder has surrendered his, her or its Certificates, duly endorsed in blank or otherwise be accompanied by duly executed stock powers (or an affidavit of loss in proper form for transfer accordance with Section 3.3(e) below) and the person requesting such payment shall pay any fiduciary or surety bonds or any transfer or other similar Taxes required by reason a duly executed and completed Letter of the payment of the Merger Consideration to a person other than the registered holder of such Certificate or establish Transmittal at least two (2) Business Days prior to the reasonable satisfaction of TopCo that such Tax has been paid or is not applicableClosing Date. Until surrendered as contemplated by this Section 2.02(b3.3(b), each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender that number of whole TopCo Common Shares, CCRs and/or cash representing the Merger Consideration that such Consideration, and neither Parent nor the Surviving Corporation shall be required to pay the holder has thereof the right cash to receive pursuant to this Article IIwhich he, cash in lieu of any fractional TopCo Common Shares such holder is entitled to receive pursuant to Section 2.02(i) and any dividends she or other distributions such holder is entitled to receive pursuant to Section 2.02(c) or Section 2.02(j)it would otherwise have been entitled. No interest shall will be paid or will accrue on the cash payable upon surrender of any consideration payable Certificate. Notwithstanding anything to holders the contrary herein, upon the occurrence of Certificates the Closing, payments of Merger Consideration to the Stockholders hereunder shall be made by the Paying Agent pursuant to that certain Paying Agent Agreement, by and among the provisions Company, Parent, the Representative and Wilmington Trust, National Association, substantially in the form of this Article IIExhibit C attached hereto.

Exchange Procedures. As promptly soon as reasonably practicable after the Effective Time, but in any event within three business days thereafter, TopCo shall cause the Exchange Agent to shall mail to each holder of record of Company a certificate or certificates which immediately prior to the Effective Time represented outstanding shares of CAX Common Stock (the "Certificates") whose shares were converted into the right to receive the Merger Consideration pursuant to Section 2.1(b), (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Exchange Agent and which shall otherwise be in customary formsuch form and have such other provisions as CAX and AIC may reasonably specify) and (ii) instructions for use in effecting the surrender of surrendering the Certificates in exchange for the Merger Consideration, any cash in lieu . Upon surrender of fractional shares pursuant to Section 2.02(i) and any dividends or other distributions payable pursuant to Section 2.02(c) or Section 2.02(j). Each holder of record of Company Common Stock shall, upon surrender a Certificate for cancellation to the Exchange Agent of such Certificate (or affidavit of loss in lieu thereof as provided in Section 2.02(h))Agent, together with such letter of transmittal, duly completed and validly executed, and such other documents as may reasonably be required by the Exchange Agent, the holder of such Certificate shall be entitled to receive in exchange therefor a certificate representing that number of whole TopCo shares of AIC Common Shares, CCRs and/or cash representing the Merger Consideration that Stock which such holder has the right to receive pursuant to the provisions of this Article II, dividends or other distributions on such shares of AIC Common Stock which such holder has the right to receive pursuant to Section 2.3(c), and cash in lieu of any fractional TopCo share of AIC Common Shares such holder is entitled to receive Stock pursuant to Section 2.02(i) and any dividends or other distributions such holder is entitled to receive pursuant to Section 2.02(c) or Section 2.02(j2.3(e), and the Certificate so surrendered shall forthwith be canceled. In the event of a transfer surrender of ownership a Certificate representing shares of Company CAX Common Stock which is are not registered in the transfer records of CAX under the Company, payment name of the Merger Consideration person surrendering such Certificate, a certificate representing the proper number of shares of AIC Common Stock may be made issued to a person other than the person in whose name the Certificate so surrendered is registered if such Certificate shall be properly endorsed or otherwise be in proper form for transfer and the person requesting such payment issuance shall pay any fiduciary or surety bonds or any transfer or other similar Taxes taxes required by reason of the payment issuance of the Merger Consideration shares of AIC Common Stock to a person other than the registered holder of such Certificate or establish to the reasonable satisfaction of TopCo AIC that such Tax tax has been paid or is not applicable. Until surrendered as contemplated by this Section 2.02(b)2.3, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender that number of whole TopCo Common Shares, CCRs and/or cash representing the Merger Consideration that which the holder thereof has the right to receive in respect of such Certificate pursuant to the provisions of this Article II, dividends or other distributions in respect of such Merger Consideration which such holder has the right to receive pursuant to this Article IISection 2.3(c), and cash in lieu of any fractional TopCo share of AIC Common Shares such holder is entitled to receive Stock pursuant to Section 2.02(i) and any dividends or other distributions such holder is entitled to receive pursuant to Section 2.02(c) or Section 2.02(j2.3(e). No interest shall be paid or will accrue on any consideration amounts payable to holders of Certificates pursuant to the provisions of this Article II.

Exchange Procedures. As promptly as practicable after the Effective Time, but in any event within three business days thereafter, TopCo Parent shall cause the Exchange Agent to mail to each holder of record of a Certificate whose shares of Company Common Stock were converted into the right to receive the Merger Consideration pursuant to Section 2.01(c), (i) a form of letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Exchange Agent and which shall otherwise be in customary formform and shall have such other provisions as Parent may reasonably specify) and (ii) instructions for use in effecting the surrender of surrendering the Certificates in exchange for certificates representing the Stock Consideration portion of the Merger Consideration and cash representing the Cash Consideration portion of the Merger Consideration, any cash in lieu of fractional shares pursuant to Section 2.02(i) and any dividends or other distributions payable to which holders of Certificates are entitled pursuant to Section 2.02(c) or and cash in lieu of any fractional shares of Parent Common Stock to which such holders are entitled pursuant to Section 2.02(j2.02(e). Each holder Upon surrender of record of Company Common Stock shall, upon surrender a Certificate for cancellation to the Exchange Agent of such Certificate (or affidavit of loss in lieu thereof as provided in Section 2.02(h))Agent, together with such letter of transmittal, duly completed and validly executed, and such other documents as may be reasonably be required by the Exchange Agent, the holder of such Certificate shall be entitled to receive in exchange therefor (A) a certificate representing that number of whole TopCo shares of Parent Common Shares, CCRs and/or cash representing the Merger Consideration Stock that such holder has the right to receive pursuant to the provisions of this Article II, II after taking into account all the shares of Company Common Stock then held by such holder under all such Certificates so surrendered and (B) a check for the cash in lieu of any fractional TopCo Common Shares that such holder is entitled to receive pursuant to Section 2.02(i) and the provisions of this Article II, including for the Cash Consideration portion of the Merger Consideration, any dividends or other distributions to which such holder is entitled to receive pursuant to Section 2.02(c) or and cash in lieu of any fractional shares of Parent Common Stock to which such holder is entitled pursuant to Section 2.02(j2.02(e), and the Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of shares of Company Common Stock which that is not registered in the transfer records of the Company, payment (w) a certificate representing the proper number of shares of Parent Common Stock, (x) a check for the Cash Consideration portion of the Merger Consideration Consideration, (y) any dividends or other distributions to which such holder is entitled pursuant to Section 2.02(c) and (z) cash in lieu of any fractional shares of Parent Common Stock to which such holder is entitled pursuant to Section 2.02(e), may be made issued to a person other than the person in whose name the Certificate so surrendered is registered if registered, if, upon presentation to the Exchange Agent, such Certificate shall be properly endorsed or otherwise be in proper form for transfer and the person requesting such payment issuance shall pay any fiduciary or surety bonds or any transfer or other similar Taxes taxes required by reason of the payment issuance of the Merger Consideration shares of Parent Common Stock to a person other than the registered holder of such Certificate or establish to the reasonable satisfaction of TopCo the Exchange Agent that such Tax tax has been paid or is not applicable. Until surrendered as contemplated by this Section 2.02(b), each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender that number of whole TopCo Common Shares, CCRs and/or cash representing the Merger Consideration that Consideration, any dividends or other distributions to which the holder of such holder has the right to receive Certificate is entitled pursuant to this Article II, Section 2.02(c) and cash in lieu of any fractional TopCo share of Parent Common Shares Stock to which such holder is entitled to receive pursuant to Section 2.02(i) and any dividends or other distributions such holder is entitled to receive pursuant to Section 2.02(c) or Section 2.02(j2.02(e). No interest shall will be paid or will accrue on the Merger Consideration or on any consideration cash payable to holders of Certificates pursuant to the provisions of this Article IISection 2.02(c) or (e).

Exchange Procedures. As promptly soon as reasonably practicable after the Effective Time, but in any event within three business days thereafter, TopCo shall cause the Exchange Agent to shall mail to each holder of record of Company Common Stock an ASARCO Certificate whose shares were converted into the ASARCO Merger Consideration pursuant to Section 3.1(b), (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the ASARCO Certificates shall pass, only upon proper delivery of the ASARCO Certificates to the Exchange Agent and which shall otherwise be in customary form) such form and have such other provisions as ASARCO and Parent may reasonably specify), and (ii) instructions for use in effecting the surrender of the ASARCO Certificates in exchange for the ASARCO Merger Consideration, any cash in lieu . Upon surrender of fractional shares pursuant to Section 2.02(i) and any dividends or other distributions payable pursuant to Section 2.02(c) or Section 2.02(j). Each holder of record of Company Common Stock shall, upon surrender an ASARCO Certificate for cancellation to the Exchange Agent of such Certificate (or affidavit of loss in lieu thereof as provided in Section 2.02(h))Agent, together with such letter of transmittal, duly completed and validly executed, and such other documents as may reasonably be required by the Exchange Agent, the holder of such ASARCO Certificate shall be entitled to receive in exchange therefor that number of whole TopCo Common Shares(i) a check in the amount equal to the cash, CCRs and/or cash representing the Merger Consideration that if any, which such holder has the right to receive pursuant to the provisions of this Article IIIII and (ii) a Parent Certificate representing that number of whole shares of Parent Common Stock, if any, which such holder has the right to receive pursuant to the provisions of this Article III, certain dividends or other distributions in accordance with Section 3.2(c) and cash in lieu of any fractional TopCo Common Shares such holder is entitled to receive pursuant to share in accordance with Section 2.02(i) and any dividends or other distributions such holder is entitled to receive pursuant to Section 2.02(c) or Section 2.02(j3.2(e), and the . The ASARCO Certificate so surrendered shall forthwith be canceledcancelled. In the event of a transfer of ownership of Company ASARCO Common Stock which is not registered in the transfer records of ASARCO, the Company, payment of the applicable ASARCO Merger Consideration may be made issued or paid to a person other than the person in whose name the ASARCO Certificate so surrendered is registered if such ASARCO Certificate shall be properly endorsed or otherwise be in proper form for transfer transfer, and the person requesting such payment issuance shall pay any fiduciary or surety bonds or any all transfer or other similar non-income Taxes required by reason of the payment issuance of the ASARCO Merger Consideration to a person other than the registered holder of such ASARCO Certificate or establish to the reasonable satisfaction of TopCo Parent that such Tax has been paid or is not applicable. Until surrendered as contemplated by this Section 2.02(b)3.2, each ASARCO Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender that number of whole TopCo Common Shares, CCRs and/or cash representing the applicable ASARCO Merger Consideration that into which the shares of ASARCO Common Stock formerly represented by such holder has the right to receive pursuant to this Article IIASARCO Certificate have been converted, certain dividends or other distributions in accordance with Section 3.2(c) and cash in lieu of any fractional TopCo Common Shares such holder is entitled to receive pursuant to share in accordance with Section 2.02(i) and any dividends or other distributions such holder is entitled to receive pursuant to Section 2.02(c) or Section 2.02(j3.2(e). No interest shall will be paid or will accrue on any consideration cash payable to holders of ASARCO Certificates pursuant to the provisions of this Article IIIII.

Exchange Procedures. As promptly soon as reasonably practicable after the Effective Time, but in any event within three business days thereafter, TopCo shall cause the Exchange Agent to shall mail to each holder of record of Company Common Stock a Certificate (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Exchange Agent and which shall otherwise be in customary formsuch form and have such other provisions as the Parent may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the Merger Consideration, any shares of Parent Common Stock (plus cash in lieu of fractional shares pursuant to Section 2.02(i) shares, if any, of Parent Common Stock and any dividends or other distributions payable pursuant to Section 2.02(c) or Section 2.02(jas provided below). Each holder Upon surrender of record of Company Common Stock shall, upon surrender a Certificate for cancellation to the Exchange Agent of or to such Certificate (other agent or affidavit of loss in lieu thereof agents as provided in Section 2.02(h))may be appointed by the Parent, together with such letter of transmittal, duly completed and validly executed, and such other documents as may be reasonably be required by the Exchange Agent, the holder of such Certificate shall be entitled to receive in exchange therefor a certificate representing that number of whole TopCo shares of Parent Common Shares, CCRs and/or cash representing the Merger Consideration that Stock which such holder has the right to receive pursuant to the provisions of this Article II, II plus cash in lieu of any fractional TopCo shares of Parent Common Shares such holder is entitled to receive Stock pursuant to Section 2.02(i2.2(e) and any dividends or other distributions such holder is entitled to receive then payable pursuant to Section 2.02(c) or Section 2.02(j2.2(c), and the Certificate so surrendered shall forthwith immediately be canceledcancelled. In the event of a transfer of ownership of Company Common Stock which is not registered in the transfer records of the Company, payment shares of the Merger Consideration Parent Common Stock pursuant to Section 2.1(c) plus cash in lieu of fractional shares of Parent Common Stock pursuant to Section 2.2(e) and any dividends or distributions then payable pursuant to Section 2.2(c) may be made issued or paid to a person other than the person in whose name the Certificate so surrendered is registered registered, if such Certificate shall be properly endorsed or otherwise be in proper form for is presented to the Exchange Agent, accompanied by all documents required to evidence and effect such transfer and the person requesting such payment shall pay by evidence that any fiduciary or surety bonds or any applicable stock transfer or other similar Taxes required by reason of the payment of the Merger Consideration to a person other than the registered holder of such Certificate or establish to the reasonable satisfaction of TopCo that such Tax has taxes have been paid or is not applicablepaid. Until surrendered as contemplated by this Section 2.02(b)2.2, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender that number shares of whole TopCo Parent Common Shares, CCRs and/or cash representing the Merger Consideration that such holder has the right to receive Stock pursuant to this Article II, Section 2.1(c) plus cash in lieu of any fractional TopCo shares of Parent Common Shares such holder is entitled to receive Stock pursuant to Section 2.02(i2.2(e) and any dividends or other distributions such holder is entitled to receive then payable pursuant to Section 2.02(c2.2(c) or as contemplated by this Section 2.02(j). No interest shall be paid or will accrue on any consideration payable to holders of Certificates pursuant to the provisions of this Article II2.2.

Exchange Procedures. As promptly as practicable Promptly after the Effective Time, but in any event within three business days thereafter, TopCo Parent shall cause the Exchange Agent to mail to each holder of record of Company a certificate or certificates that immediately prior to the Effective Time represented outstanding shares of Xxxxxx Common Stock and that at the Effective Time were converted into the right to receive the Merger Consideration pursuant to Section 2.1 (the “Certificates”), (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Exchange Agent and which shall otherwise be in customary formAgent) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the Merger Consideration, any cash in lieu of fractional shares pursuant to Section 2.02(i) Consideration and any dividends or other distributions payable pursuant to Section 2.02(c) or Section 2.02(j2.2(c). Each holder Upon surrender of record of Company Common Stock shall, upon surrender Certificates for cancellation to the Exchange Agent of such Certificate (or affidavit of loss in lieu thereof as provided in Section 2.02(h))Agent, together with such letter of transmittal, duly completed and validly executedexecuted in accordance with the instructions thereto, and such other documents as may reasonably be required by the Exchange Agent, the holder of such Certificates shall be entitled to receive in exchange therefor that the number of whole TopCo shares of Parent Common SharesStock, CCRs and/or if any, to which such holder is entitled pursuant to Section 2.1, the cash representing portion, if any, of the Election Merger Consideration that to which such holder has the right is entitled to receive pursuant to this Article IISection 2.1, cash the Cash Merger Consideration to which such holder is entitled pursuant to Section 2.1, payment in lieu of any fractional TopCo Common Shares shares which such holder is entitled to receive pursuant to Section 2.02(i2.1(e) and any dividends or other distributions such holder is entitled to receive payable pursuant to Section 2.02(c) or Section 2.02(j2.2(c), and the Certificate Certificates so surrendered shall forthwith be canceled. In the event of a transfer of ownership of Company Xxxxxx Common Stock which is not registered in the transfer records of Xxxxxx, the Companyproper number of shares of Parent Common Stock, if any, may be issued to, and the cash portion, if any, of the Election Merger Consideration, the Cash Merger Consideration, payment in lieu of the Merger Consideration fractional shares and any dividends or distributions payable may be made to paid to, a person Person other than the person Person in whose name the Certificate so surrendered is registered registered, if such Certificate shall be properly endorsed or otherwise be in proper form for transfer and the person Person requesting such payment issuance shall pay any fiduciary or surety bonds or any transfer or other similar Taxes taxes required by reason of the issuance of shares of Parent Common Stock, payment of the cash portion of the Election Merger Consideration and payment of the Cash Merger Consideration, payment in lieu of fractional shares and any dividends or distributions payable to a person Person other than the registered holder of such Certificate or establish to the reasonable satisfaction of TopCo Parent that such Tax tax has been paid or is not applicable. Until surrendered as contemplated by this Section 2.02(b2.2(b), each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender that number of whole TopCo Common Shares, CCRs and/or cash representing the Merger Consideration that such holder has the right (and any amounts to receive pursuant to this Article II, cash in lieu of any fractional TopCo Common Shares such holder is entitled to receive be paid pursuant to Section 2.02(i2.2(c)) and any dividends or other distributions upon such holder is entitled to receive pursuant to Section 2.02(c) or Section 2.02(j)surrender. No interest shall be paid or will shall accrue on any consideration amount payable to holders of Certificates pursuant to the provisions of this Article IISection 2.1(e) or Section 2.2(c).

Exchange Procedures. As promptly soon as reasonably practicable after the Effective Time, but in any event within three business days thereafter, TopCo shall cause the Exchange Agent to shall mail to each holder of record of Company a certificate or certificates which immediately prior to the Effective Time represented outstanding shares of MS Common Stock or MS Preferred Stock (the "Certificates") whose shares were converted into the right to receive the Merger Consideration or shares of DWD Preferred Stock, as applicable, pursuant to Section 2.01, (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Exchange Agent and which shall otherwise be in customary formsuch form and have such other provisions as DWD and MS may reasonably specify) and (ii) instructions for use in effecting the surrender of surrendering the Certificates in exchange for the Merger ConsiderationConsideration or shares of DWD Preferred Stock, any cash in lieu as applicable. Upon surrender of fractional shares pursuant to Section 2.02(i) and any dividends or other distributions payable pursuant to Section 2.02(c) or Section 2.02(j). Each holder of record of Company Common Stock shall, upon surrender a Certificate for cancellation to the Exchange Agent of such Certificate (or affidavit of loss in lieu thereof as provided in Section 2.02(h))Agent, together with such letter of transmittal, duly completed and validly executed, and such other documents as may reasonably be required by the Exchange Agent, the holder of such Certificate shall be entitled to receive in exchange therefor a certificate representing that number of whole TopCo shares of DWD Common Shares, CCRs and/or cash representing the Merger Consideration that Stock or DWD Preferred Stock which such holder has the right to receive pursuant to the provisions of this Article II, certain dividends or other distributions in accordance with Section 2.02(c) and cash in lieu of any fractional TopCo share of DWD Common Shares such holder is entitled to receive pursuant to Stock in accordance with Section 2.02(i) and any dividends or other distributions such holder is entitled to receive pursuant to Section 2.02(c) or Section 2.02(j2.02(e), and the Certificate so surrendered shall forthwith be canceledcancelled. In the event of a transfer of ownership of Company MS Common Stock or MS Preferred Stock which is not registered in the transfer records of MS, a certificate representing the Company, payment proper number of the Merger Consideration shares of DWD Common Stock or DWD Preferred Stock may be made issued to a person other than the person in whose name the Certificate so surrendered is registered if such Certificate shall be properly endorsed or otherwise be in proper form for transfer and the person requesting such payment issuance shall pay any fiduciary or surety bonds or any transfer or other similar Taxes taxes required by reason of the payment issuance of the Merger Consideration shares of DWD Common Stock or DWD Preferred Stock to a person other than the registered holder of such Certificate or establish to the reasonable satisfaction of TopCo DWD that such Tax tax has been paid or is not applicable. Until surrendered as contemplated by this Section 2.02(b)2.02, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender that number of whole TopCo Common Shares, CCRs and/or cash representing the Merger Consideration that such or shares of DWD Preferred Stock, as applicable, which the holder thereof has the right to receive in respect of such Certificate pursuant to the provisions of this Article II, certain dividends or other distributions in accordance with Section 2.02(c) and cash in lieu of any fractional TopCo share of DWD Common Shares such holder is entitled to receive pursuant to Stock in accordance with Section 2.02(i) and any dividends or other distributions such holder is entitled to receive pursuant to Section 2.02(c) or Section 2.02(j2.02(e). No interest shall be paid or will accrue on any consideration cash payable to holders of Certificates pursuant to the provisions of this Article II.

Exchange Procedures. As promptly as practicable Promptly after the Effective Time, but in any event within three business days thereafterno later than the fifth Business Day after the Effective Time, TopCo Parent shall cause the Exchange Agent to mail to each holder of record of Company Common Stock a Certificate (or, in the case of uncertificated Shares, evidence of such Shares in book-entry form) whose Shares were converted into the right to receive the Merger Consideration and cash in lieu of any fractional shares payable pursuant to Section 2.2(d) (i) a form of letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Exchange Agent and which shall otherwise be in customary form and contain customary provisions including customary provisions with respect to delivery of an "agent's message" with respect to Shares held in book-entry form) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the Merger Consideration, any Consideration and cash in lieu of any fractional shares pursuant to Section 2.02(i) and any dividends or other distributions payable pursuant to Section 2.02(c) or Section 2.02(j2.2(d). Each holder of record of Company Common Stock one or more Certificates shall, upon surrender to the Exchange Agent of such Certificate or Certificates (or affidavit or, if applicable, delivery of loss in lieu thereof as provided in Section 2.02(h)an "agent's message"), together with such letter of transmittal, duly completed and validly executed, and such other documents as may reasonably be required by the Exchange Agent, be entitled to receive in exchange therefor (i) the amount of cash to which such holder is entitled pursuant to Section 2.1(c), (ii) a certificate or certificates representing that number of whole TopCo shares of Parent Common Shares, CCRs and/or cash representing the Merger Consideration that Stock (after taking into account all Certificates surrendered by such holder) to which such holder has the right to receive is entitled pursuant to this Article II, Section 2.1(c) and (iii) cash in lieu of any fractional TopCo Common Shares such holder is entitled to receive shares payable pursuant to Section 2.02(i) and any dividends or other distributions such holder is entitled to receive pursuant to Section 2.02(c) or Section 2.02(j2.2(d), and the Certificate Certificates so surrendered shall forthwith be canceledcancelled. In the event of a transfer of ownership of Company Common Stock Shares which is not registered in the transfer records of the Company, payment of the Merger Consideration may be made to a person other than the person in whose name the Certificate so surrendered is registered if such Certificate shall be properly endorsed or otherwise be in proper form for transfer and the person requesting such payment shall pay any fiduciary or surety bonds or any transfer or other similar Taxes required by reason of the payment of the Merger Consideration to a person other than the registered holder of such Certificate transfer or establish to the reasonable satisfaction of TopCo Parent that such Tax has Taxes have been paid or is are not applicable. Until surrendered as contemplated by this Section 2.02(b2.2(b), each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender that number of whole TopCo Common Shares, CCRs and/or cash representing the Merger Consideration that such holder has the right to receive pursuant to this Article II, and cash in lieu of any fractional TopCo Common Shares such holder is entitled to receive shares payable pursuant to Section 2.02(i) and any dividends or other distributions such holder is entitled to receive pursuant to Section 2.02(c) or Section 2.02(j2.2(d). No interest shall be paid or will accrue on any consideration payable payment to holders of Certificates or holders of Shares in book-entry form pursuant to the provisions of this Article II.

Exchange Procedures. (i) As promptly as practicable after the Effective Time, but in any no event within three later than five (5) business days thereafter, TopCo Peoples shall cause the Exchange Agent to mail to each holder of record of Company one or more Old Certificates representing shares of Premier Financial Common Stock (i) immediately prior to the Effective Time that have been converted at the Effective Time into the right to receive the Merger Consideration, a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Old Certificates shall pass, only upon proper delivery of the Old Certificates to the Exchange Agent and which shall otherwise be in customary formAgent) and (ii) instructions for use in effecting the surrender of the Old Certificates in exchange for certificates representing the Merger Consideration, number of whole shares of Peoples Common Shares and any cash in lieu of fractional shares, as applicable, which the shares of Premier Financial Common Stock represented by such Old Certificate or Old Certificates shall have been converted into the right to receive pursuant to this Agreement as well as any dividends or distributions to be paid pursuant to Section 2.02(i) and any dividends or other distributions payable pursuant to Section 2.02(c) or Section 2.02(j3.02(b)(ii). Each holder of record of Company Common Stock shallFrom and after the Effective Time, upon proper surrender of an Old Certificate or Old Certificates for exchange and cancellation to the Exchange Agent of such Certificate (or affidavit of loss in lieu thereof as provided in Section 2.02(h))Agent, together with such properly completed letter of transmittal, duly completed and validly executed, and the holder of such other documents as may reasonably be required by the Exchange Agent, Old Certificate or Old Certificates shall be entitled to receive in exchange therefor therefor, as applicable, (A)(1) a New Certificate representing that number of whole TopCo shares of Peoples Commons Shares to which such holder of Premier Financial Common Shares, CCRs and/or cash Stock shall have become entitled pursuant to the provisions of Section 3.01 and (2) a check representing the Merger Consideration that amount of (x) any cash in lieu of a fractional share which such holder has the right to receive in respect of the Old Certificate or Old Certificates surrendered pursuant to the provisions of this Article III and (y) any dividends or distributions which the holder thereof has the right to receive pursuant to this Article II, cash in lieu of any fractional TopCo Common Shares such holder is entitled to receive pursuant to Section 2.02(i) and any dividends or other distributions such holder is entitled to receive pursuant to Section 2.02(c) or Section 2.02(j3.02(b), and the Old Certificate or Old Certificates so surrendered shall forthwith be canceledcancelled. In No interest will be paid or accrued on the event of a transfer of ownership of Company Peoples Common Stock which is not registered in the transfer records of the Company, payment of the Merger Consideration may be made to a person other than the person in whose name the Certificate so surrendered is registered if such Certificate shall be properly endorsed or otherwise be in proper form for transfer and the person requesting such payment shall pay any fiduciary or surety bonds Shares or any transfer cash in lieu of fractional shares or other similar Taxes required by reason dividends or distributions payable to holders of the payment of the Merger Consideration to a person other than the registered holder of such Certificate or establish to the reasonable satisfaction of TopCo that such Tax has been paid or is not applicableOld Certificates. Until surrendered as contemplated by this Section 2.02(b3.02(b), each Old Certificate shall be deemed at any time after the Effective Time to represent only the right to receive receive, upon such surrender that surrender, the number of whole TopCo shares of Peoples Common Shares, CCRs and/or cash representing Shares which the Merger Consideration that shares of Premier Financial Common Stock represented by such holder has Old Certificate have been converted into the right to receive pursuant to this Article II, and any cash in lieu of any fractional TopCo Common Shares such holder is entitled to receive pursuant to Section 2.02(i) and any shares or in respect of dividends or other distributions such holder is entitled to receive pursuant to as contemplated by this Section 2.02(c) or Section 2.02(j3.02(b). No interest shall be paid or will accrue on any consideration payable to holders of Certificates pursuant to the provisions of this Article II.

Exchange Procedures. (a) As promptly as practicable after the Effective Time, but in any no event within three business later than ten (10) days thereafter, TopCo Parent shall cause the Exchange Agent to mail to each person who was, immediately prior to the Effective Time, a holder of record of one or more Old Certificates representing shares of Company Common Stock (i) that have been converted at the Effective Time into the right to receive the Merger Consideration pursuant to Article I, a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Old Certificates shall pass, only upon proper delivery of the Old Certificates to the Exchange Agent and which shall otherwise be in customary formAgent) and (ii) instructions for use in effecting the surrender of the Old Certificates in exchange for the Merger Considerationconsideration for certificates representing the number of whole Parent Common Shares, any cash in lieu of fractional shares pursuant to Section 2.02(i) and any dividends or other distributions payable pursuant to Section 2.02(c) or Section 2.02(j). Each holder the cash portion of record the Merger Consideration which shares of Company Common Stock shallrepresented by such Old Certificate or Old Certificates shall have been converted into the right to receive pursuant to this Agreement, as well as any dividends or distributions to be paid pursuant to Section 2.2(b). From and after the Effective Time, upon proper surrender of an Old Certificate or Old Certificates for exchange and cancellation to the Exchange Agent of such Certificate (or affidavit of loss in lieu thereof as provided in Section 2.02(h))Agent, together with such properly completed letter of transmittal, transmittal duly completed and validly executed, and the holder of such other documents as may reasonably be required by the Exchange Agent, Old Certificate or Old Certificates shall be entitled to receive in exchange therefor therefor, as applicable, (i) a New Certificate representing that number of whole TopCo Parent Common Shares, CCRs and/or Shares to which such holder of Company Common Stock shall have become entitled pursuant to the provisions of Article I and (ii) a check representing the amount of (A) the cash representing portion of the Merger Consideration that which such holder has the right to receive in respect of the Old Certificate or Old Certificates surrendered pursuant to the provisions of this Article II, (B) any cash in lieu of fractional shares which such holder has the right to receive in respect of the Old Certificate or Old Certificates surrendered pursuant to the provisions of this Article II and (C) any dividends or distributions which the holder thereof has the right to receive pursuant to this Article II, cash in lieu of any fractional TopCo Common Shares such holder is entitled to receive pursuant to Section 2.02(i) and any dividends or other distributions such holder is entitled to receive pursuant to Section 2.02(c) or Section 2.02(j)2.2, and the Old Certificate or Old Certificates so surrendered shall forthwith be canceledcancelled. In the event of a transfer of ownership of Company Common Stock which is not registered in the transfer records of the Company, payment of the Merger Consideration may No interest will be made to a person other than the person in whose name the Certificate so surrendered is registered if such Certificate shall be properly endorsed or otherwise be in proper form for transfer and the person requesting such payment shall pay any fiduciary or surety bonds or any transfer or other similar Taxes required by reason of the payment of the Merger Consideration to a person other than the registered holder of such Certificate or establish to the reasonable satisfaction of TopCo that such Tax has been paid or is not applicableaccrued with respect to any property to be delivered upon surrender of Old Certificates. Until surrendered as contemplated by this Section 2.02(b)2.2, each Old Certificate shall be deemed at any time after the Effective Time to represent only the right to receive receive, upon such surrender that number of whole TopCo Common Sharessurrender, CCRs and/or cash representing the Merger Consideration that such holder has the right to receive pursuant to this Article II, and any cash in lieu of any fractional TopCo Common Shares such holder is entitled to receive pursuant to Section 2.02(i) and any shares or in respect of dividends or other distributions such holder is entitled to receive pursuant to as contemplated by this Section 2.02(c) or Section 2.02(j). No interest shall be paid or will accrue on any consideration payable to holders of Certificates pursuant to the provisions of this Article II2.2.

Exchange Procedures. As promptly soon as reasonably practicable after the Effective Time, but in any event within three business days thereafter, TopCo shall cause the Exchange Agent to shall mail to each holder of record of Company a certificate or certificates (the "Certificates") which immediately prior to the Effective Time represented outstanding shares of IXC Common Stock, IXC 7 1/4% Preferred Stock or IXC 6 3/4% Preferred Stock whose shares were converted into the right to receive the Merger Consideration pursuant to Section 2.01, (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Exchange Agent and which shall otherwise be in customary formsuch form and have such other provisions as CBI may reasonably specify) and (ii) instructions for use in effecting the surrender of surrendering the Certificates in exchange for certificates representing the Merger Consideration, any cash in lieu . Upon surrender of fractional shares pursuant to Section 2.02(i) and any dividends or other distributions payable pursuant to Section 2.02(c) or Section 2.02(j). Each holder of record of Company Common Stock shall, upon surrender a Certificate for cancelation to the Exchange Agent of such Certificate (or affidavit of loss in lieu thereof as provided in Section 2.02(h))Agent, together with such letter of transmittal, duly completed and validly executed, and such other documents as may reasonably be required by the Exchange Agent, the holder of such Certificate shall be entitled to receive in exchange therefor a certificate representing that number of whole TopCo shares of CBI Common SharesStock, CCRs and/or cash representing the Merger Consideration CBI 7 1/4% Preferred Stock or CBI 6 3/4% Preferred Stock that such holder has the right to receive pursuant to the provisions of this Article II, certain dividends or other distributions in accordance with Section 2.02(c) and cash in lieu of any fractional TopCo share of CBI Common Shares such holder is entitled to receive pursuant to Stock in accordance with Section 2.02(i) and any dividends or other distributions such holder is entitled to receive pursuant to Section 2.02(c) or Section 2.02(j2.02(e), and the Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of Company IXC Common Stock, IXC 7 1/4% Preferred Stock which or XXX 0 0/0% Xxxxxxxxx Xxxxx that is not registered in the transfer records of IXC, a certificate representing the Companyproper number of shares of CBI Common Stock, payment of the Merger Consideration CBI 7 1/4% Preferred Stock or CBI 6 3/4% Preferred Stock, as applicable, may be made issued to a person other than the person in whose name the Certificate so surrendered is registered if such Certificate shall be properly endorsed or otherwise be in proper form for transfer and the person requesting such payment issuance shall pay any fiduciary or surety bonds or any transfer or other similar Taxes taxes required by reason of the payment issuance of the Merger Consideration shares of CBI Common Stock, CBI 7 1/4% Preferred Stock or CBI 6 3/4% Preferred Stock to a person other than the registered holder of such Certificate or establish to the reasonable satisfaction of TopCo CBI that such Tax tax has been paid or is not applicable. Until surrendered as contemplated by this Section 2.02(b), each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender that number of whole TopCo Common Shares, CCRs and/or cash representing the Merger Consideration that such the holder thereof has the right to receive pursuant to the provisions of this Article II, certain dividends or other distributions in accordance with Section 2.02(c) and cash in lieu of any fractional TopCo share of CBI Common Shares such holder is entitled to receive pursuant to Stock in accordance with Section 2.02(i) and any dividends or other distributions such holder is entitled to receive pursuant to Section 2.02(c) or Section 2.02(j2.02(e). No interest shall be paid or will accrue on any consideration cash payable to holders of Certificates pursuant to the provisions of this Article II.

Exchange Procedures. As promptly as practicable Promptly after the Effective Time, but in any no event within three business later than ten days thereafter, TopCo the Surviving Entity shall cause the Exchange Agent to mail or deliver to each person who was, immediately prior to the Effective Time, a holder of record of Company NAL Common Stock (i) a form of letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Old Certificates shall pass, only upon proper delivery of the Certificates such certificates to the Exchange Agent and which shall otherwise be in customary formAgent) and (ii) containing instructions for use in effecting the surrender of the Old Certificates in exchange for the Merger Consideration, any cash in lieu of fractional shares consideration to which such person may be entitled pursuant to Section 2.02(i) and any dividends or other distributions payable pursuant to Section 2.02(c) or Section 2.02(j)this Article III. Each holder of record of Company Common Stock shall, upon Upon surrender to the Exchange Agent of such an Old Certificate (or affidavit of loss in lieu thereof as provided in Section 2.02(h)), for cancellation together with such letter of transmittaltransmittal duly executed and completed in accordance with the instructions thereto, duly completed and validly executed, and the holder of such other documents as may reasonably Old Certificate shall promptly be required by the Exchange Agent, be entitled to receive provided in exchange therefor that number of whole TopCo Common Sharestherefor, CCRs and/or cash representing but in no event later than ten business days after due surrender, a New Certificate and a check in the Merger Consideration that amount to which such holder has the right to receive is entitled pursuant to this Article II, cash in lieu of any fractional TopCo Common Shares such holder is entitled to receive pursuant to Section 2.02(i) and any dividends or other distributions such holder is entitled to receive pursuant to Section 2.02(c) or Section 2.02(j)III, and the Old Certificate so surrendered shall forthwith be canceled. In No interest will accrue or be paid with respect to any cash or other property to be delivered upon surrender of any Old Certificates. Each of FNFG and the event of a transfer of ownership of Company Common Stock which is not registered in the transfer records of the Company, payment of the Merger Consideration may be made to a person other than the person in whose name the Certificate so surrendered is registered if such Certificate Surviving Entity shall be properly endorsed entitled to deduct and withhold, or cause the Exchange Agent to deduct and withhold, from the consideration otherwise be in proper form for transfer and the person requesting such payment shall pay any fiduciary or surety bonds or any transfer or other similar Taxes required by reason of the payment of the Merger Consideration to a person other than the registered holder of such Certificate or establish to the reasonable satisfaction of TopCo that such Tax has been paid or is not applicable. Until surrendered as contemplated by this Section 2.02(b), each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender that number of whole TopCo Common Shares, CCRs and/or cash representing the Merger Consideration that such holder has the right to receive payable pursuant to this Article IIAgreement to any holder of NAL Common Stock such amounts as it may be required to deduct and withhold with respect to the making of such payment under the Code or any provision of state, cash in lieu of any fractional TopCo Common Shares such holder is entitled to receive pursuant to Section 2.02(i) and any dividends local or other distributions such holder is entitled to receive pursuant to Section 2.02(c) foreign Tax law. To the extent that amounts are so withheld by FNFG, the Surviving Entity or Section 2.02(j). No interest the Exchange Agent, as the case may be, the withheld amounts shall be treated for all purposes of this Agreement as having been paid or will accrue on any consideration payable to the holders of Certificates pursuant NAL Common Stock in respect of which the deduction and withholding was made by FNFG, the Surviving Entity or the Exchange Agent, as the case may be, and such amounts shall be delivered by FNFG, the Surviving Entity or the Exchange Agent, as the case may be, to the provisions of this Article IIapplicable taxing authority.

Exchange Procedures. As promptly soon as reasonably practicable after the Effective Time, but in any event within three business days thereafter, TopCo the Surviving Corporation shall cause the Exchange Agent to mail be mailed to each holder of record of a certificate or certificates which immediately prior to the Effective Time represented outstanding shares of Company Common Stock (the “Company Certificates”), whose shares were converted into the right to receive shares of Parent 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 risk of loss and title to the Company Certificates shall pass, only upon proper delivery receipt of the Company Certificates to by the Exchange Agent Agent, and which shall otherwise be in customary formsuch form and have such other provisions as Parent may reasonably specify) and (ii) instructions for use in effecting the surrender of the Company Certificates in exchange for certificates or shares held electronically through a broker-dealer (or book entries in the Merger Consideration, any case of shares that are subject to vesting and/or repurchase rights in favor of the Company) representing shares of Parent Common Stock (and cash in lieu of fractional shares pursuant to Section 2.02(i) and any dividends or other distributions payable pursuant to Section 2.02(c) or Section 2.02(jshares). Each holder Upon surrender of record of a Company Common Stock shall, upon surrender Certificate for cancellation to the Exchange Agent of such Certificate (or affidavit of loss in lieu thereof to such other agent or agents as provided in Section 2.02(h)may be appointed by Parent), together with such letter of transmittal, duly completed and validly executedexecuted in accordance with the instructions thereto, the Company Certificate so surrendered shall forthwith be canceled and the holder of such other documents as may reasonably Company Certificate shall be required by the Exchange Agent, be entitled to receive sent in exchange therefor a certificate or certificates or electronic equivalent (or book entry in the case of shares that are subject to vesting and/or repurchase rights) representing the number of whole TopCo shares of Parent Common Shares, CCRs and/or cash representing the Merger Consideration that Stock which such holder has the right to receive pursuant to this Article II, Section 1.6(a) and cash payment in lieu of any fractional TopCo Common Shares shares which such holder is entitled has the right to receive pursuant to Section 2.02(i) and any dividends or other distributions such holder is entitled to receive pursuant to Section 2.02(c) or Section 2.02(j1.6(h), 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, payment of the Merger Consideration may be made to a person other than the person in whose name the Certificate so surrendered is registered if such Certificate shall be properly endorsed or otherwise be in proper form for transfer and the person requesting such payment shall pay any fiduciary or surety bonds or any transfer or other similar Taxes required by reason of the payment of the Merger Consideration to a person other than the registered holder of such Certificate or establish to the reasonable satisfaction of TopCo that such Tax has been paid or is not applicable. Until surrendered as contemplated by this Section 2.02(b)so surrendered, each outstanding Company Certificate shall will be deemed at any time from and after the Effective Time to represent only the right to receive the merger consideration contemplated by Section 1.6(a) upon surrender of such surrender that number Company Certificate. Notwithstanding any other provision of whole TopCo Common Sharesthis Agreement, CCRs and/or cash representing the Merger Consideration that such holder has the right to receive pursuant to this Article II, cash in lieu of any fractional TopCo Common Shares such holder is entitled to receive pursuant to Section 2.02(i) and any dividends or other distributions such holder is entitled to receive pursuant to Section 2.02(c) or Section 2.02(j). No no interest shall will be paid or will accrue on any consideration cash payable to holders of Company Certificates pursuant to the provisions of this Article II.ARTICLE I.

Exchange Procedures. As promptly soon as reasonably practicable after the Effective Time, but in any event within three business days thereafter, TopCo shall cause the Exchange Agent to shall mail to each holder of record of Company Common Stock a certificate or certificates which immediately prior to the Effective Time represented Advantage Health Shares (the "Certificates") whose shares 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 risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Exchange Agent and which shall otherwise be in customary formsuch form and have such other provisions as HEALTHSOUTH may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the Merger Consideration, any cash in lieu certificates representing shares of fractional shares pursuant to Section 2.02(i) and any dividends or other distributions payable pursuant to Section 2.02(c) or Section 2.02(j)HEALTHSOUTH Common Stock. Each holder Upon surrender of record of Company Common Stock shall, upon surrender a Certificate for cancellation to the Exchange Agent of or to such Certificate (other agent or affidavit of loss in lieu thereof agents as provided in Section 2.02(h))may be appointed by HEALTHSOUTH, together with such letter of transmittal, duly completed and validly executed, and such other documents as may reasonably be required by the Exchange Agent, the holder of such Certificate shall be entitled to receive in exchange therefor a certificate representing that number of whole TopCo shares of HEALTHSOUTH Common Shares, CCRs and/or cash representing the Merger Consideration that Stock which such holder has the right to receive pursuant to the provisions of this Article II, cash in lieu of any fractional TopCo Common Shares such holder is entitled to receive pursuant to Section 2.02(i) and any dividends or other distributions such holder is entitled to receive pursuant to Section 2.02(c) or Section 2.02(j)2, and the Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of Company Common Stock Advantage Health Shares which is not registered in the transfer records of Advantage Health, a certificate representing the Company, payment proper number of the Merger Consideration shares of HEALTHSOUTH Common Stock may be made issued to a person other than the person in whose name the Certificate so surrendered is registered registered, if such Certificate shall be properly endorsed or otherwise be in proper form for transfer and the person requesting such payment shall pay any fiduciary or surety bonds or any transfer or other similar Taxes taxes required by reason of the payment issuance of the Merger Consideration shares of HEALTHSOUTH Common Stock to a person other than the registered holder of such Certificate or establish to the reasonable satisfaction of TopCo HEALTHSOUTH that such Tax tax has been paid or is not applicable. Until surrendered as contemplated by this Section 2.02(b)2.2, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender that number the certificate representing shares of whole TopCo HEALTHSOUTH Common Shares, CCRs and/or cash representing the Merger Consideration that such holder has the right to receive pursuant to this Article II, Stock and cash in lieu of any fractional TopCo shares of HEALTHSOUTH Common Shares such holder is entitled to receive pursuant to Stock as contemplated by this Section 2.02(i) and any dividends or other distributions such holder is entitled to receive pursuant to Section 2.02(c) or Section 2.02(j)2.2. No interest shall will be paid or will accrue on any consideration cash payable in lieu of any fractional shares of HEALTHSOUTH Common Stock. To the extent permitted by law, former stockholders of record of Advantage Health shall be entitled to vote after the Effective Time at any meeting of HEALTHSOUTH stockholders the number of whole shares of HEALTHSOUTH Common Stock into which their respective Advantage Health Shares are converted, regardless of whether such holders of have exchanged their Certificates pursuant to the provisions of for certificates representing HEALTHSOUTH Common Stock in accordance with this Article IISection 2.2.

Exchange Procedures. As promptly soon as reasonably practicable after the Effective Time, but in any event within three business days thereafter, TopCo shall cause the Exchange Agent to shall mail to each holder of record of a Certificate whose shares of Company Common Stock were converted into the right to receive the Merger Consideration pursuant to Section 2.01(c), (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Exchange Agent and which shall otherwise be in customary formsuch form and have such other provisions as Parent may reasonably specify) and (ii) instructions for use in effecting the surrender of surrendering the Certificates in exchange for the Merger Consideration, any cash in lieu . Upon surrender of fractional shares pursuant to Section 2.02(i) and any dividends or other distributions payable pursuant to Section 2.02(c) or Section 2.02(j). Each holder of record of Company Common Stock shall, upon surrender a Certificate for cancelation to the Exchange Agent of such Certificate (or affidavit of loss in lieu thereof as provided in Section 2.02(h))Agent, together with such letter of transmittal, duly completed and validly executed, and such other documents as may reasonably be required by the Exchange Agent, the holder of such Certificate shall be entitled to receive in exchange therefor that number of whole TopCo Common Shares, CCRs and/or cash representing the Merger Consideration that Parent ADSs which such holder has the right to receive pursuant to the provisions of this Article II, cash in lieu of any fractional TopCo Common Shares such holder is entitled to receive pursuant to Section 2.02(i) and any dividends or other distributions to which such holder is entitled to receive pursuant to Section 2.02(c) or and any cash in lieu of fractional Parent ADSs to which such holder is entitled pursuant to Section 2.02(j2.02(e), and the Certificate so surrendered shall forthwith be canceled. 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, payment the proper amount of the Merger Consideration cash, if any, may be made paid and the proper number of Parent ADSs may be issued to a person other than the person in whose name the Certificate so surrendered is registered registered, if such Certificate shall be properly endorsed or otherwise be in proper form for transfer and the person requesting such payment and issuance shall pay any fiduciary or surety bonds or any transfer or other similar Taxes taxes required by reason of the payment of any cash and the Merger Consideration issuance of Parent ADSs to a person other than the registered holder of such Certificate or establish to the reasonable satisfaction of TopCo Parent that such Tax tax has been paid or is not applicable. Until surrendered as contemplated by this Section 2.02(b), each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender that number of whole TopCo Common Shares, CCRs and/or cash representing the Merger Consideration that such holder has the right to receive pursuant to this Article IIConsideration, cash in lieu of any fractional TopCo Common Shares such holder is entitled to receive pursuant to Section 2.02(i) and any dividends or other distributions to which the holder of such holder Certificate is entitled to receive pursuant to Section 2.02(c) or and any cash in lieu of fractional Parent ADSs to which such holder is entitled pursuant to Section 2.02(j2.02(e). No interest shall be paid or will shall accrue on any consideration cash payable to holders of Certificates pursuant to the provisions of this Article II.

Exchange Procedures. As promptly as practicable Promptly after the Effective Time, but in any event within three business days thereafter, TopCo Parent shall cause the Exchange Agent to mail be mailed to each person who was, immediately prior to the Effective Time, a holder of record of Company Common Stock Shares (other than Excluded Shares) entitled to receive the Merger Consideration pursuant to Section 2.01(a): (i) a letter of transmittal (which shall be in customary form and shall specify that delivery shall be effected, and risk of loss and title to the Certificates such Shares shall pass, only upon proper delivery of the Certificates such Shares to the Exchange Agent and which shall otherwise be in customary formPaying Agent) and (ii) instructions for use in effecting the surrender of the Certificates evidencing such Shares or the Book-Entry Shares in exchange for the Merger Consideration, any cash in lieu of fractional shares Consideration which such holder has the right to receive pursuant to Section 2.02(i) and any dividends or other distributions payable pursuant to Section 2.02(c) or Section 2.02(j2.01(a). Each holder Upon (A) surrender of record of Company Common Stock shall, upon surrender to the Exchange Agent of such Certificate Certificates (or affidavit effective affidavits of loss in lieu thereof as provided in Section 2.02(h))thereof) to the Paying Agent for cancellation, together with such letter of transmittal, duly completed and validly executedexecuted in accordance with the instructions thereto or (B) receipt by the Paying Agent of an “agent’s message” in the case of Book-Entry Shares, and and, in each case, such other documents as may reasonably customarily be required by the Exchange Paying Agent, the holder of such Shares shall be entitled to receive in exchange therefor that number of whole TopCo Common Shares, CCRs and/or cash representing the Merger Consideration that which such holder has the right to receive pursuant to this Article II, cash in lieu of any fractional TopCo Common Shares such holder is entitled to receive pursuant to Section 2.02(i) and any dividends or other distributions such holder is entitled to receive pursuant to Section 2.02(c) or Section 2.02(j2.01(a), and the Certificate Certificates so surrendered shall forthwith be canceled. In the event of a transfer of ownership of Company Common Stock which Shares that is not registered in the transfer records of the Company, payment of the Merger Consideration may be made to a person other than the person in whose name the Certificate Certificates so surrendered is are registered if the Certificates representing such Certificate Shares shall be properly endorsed presented to the Paying Agent, accompanied by all documents required to evidence and effect such transfer or otherwise be in proper form for transfer transfer, and the person requesting such payment shall pay any fiduciary or surety bonds or any transfer or other similar Taxes required solely by reason of the payment of the Merger Consideration to a person other than the registered holder of such Certificate or establish to the reasonable satisfaction of TopCo Parent that such Tax has been paid or is not applicable. Until surrendered as contemplated by this Section 2.02(b)2.02, each Certificate and Book-Entry Share shall be deemed at any time all times after the Effective Time to represent only the right to receive upon such surrender that number of whole TopCo Common Shares, CCRs and/or cash representing the Merger Consideration that such to which the holder has the right to receive thereof is entitled pursuant to this Article II, cash in lieu of any fractional TopCo Common Shares such holder is entitled to receive pursuant to Section 2.02(i) and any dividends or other distributions such holder is entitled to receive pursuant to Section 2.02(c) or Section 2.02(j). No interest shall be paid or will accrue on any consideration cash payable to holders of Certificates or Book-Entry Shares pursuant to the provisions of this Article II. Any holder of Book-Entry Shares shall not be required to deliver a Certificate to the Paying Agent to receive the Merger Consideration that such holder is entitled to receive pursuant to this Article II. Payment of the applicable Merger Consideration with respect to Book-Entry Shares shall be made only to the person in whose name such Book-Entry Shares are registered.

Exchange Procedures. As promptly soon as reasonably practicable after the Effective Time, but in any event within three business days thereafter, TopCo the Surviving Corporation shall cause the Exchange Agent to mail to each holder of record of Company Common Stock a Certificate whose shares 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 risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Exchange Agent and which letter shall otherwise be in customary formform and have such other provisions as HVI may reasonably specify) and (ii) instructions for use in effecting the surrender of the such Certificates in exchange for the applicable Merger Consideration, any cash in lieu . Upon surrender of fractional shares pursuant to Section 2.02(i) and any dividends or other distributions payable pursuant to Section 2.02(c) or Section 2.02(j). Each holder of record of Company Common Stock shall, upon surrender a Certificate for cancellation to the Exchange Agent of such Certificate (or affidavit of loss in lieu thereof as provided in Section 2.02(h))Agent, together with such letter of transmittal, duly executed and completed and validly executedin accordance with the instructions thereto, and such other documents as may reasonably be required by the Exchange Agent, the holder of such Certificate shall be entitled to promptly receive in exchange therefor that (A) one or more shares of HVI Common Stock representing, in the aggregate, the whole number of whole TopCo Common Shares, CCRs and/or cash representing the Merger Consideration shares that such holder has the right to receive pursuant to Section 2.1 (after taking into account all shares of Saba 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 TopCo shares of HVI Common Shares such holder is entitled to receive Stock pursuant to Section 2.02(i) and 2.2(d). No interest will be paid or will accrue on any dividends or other distributions such holder is entitled to receive cash payable pursuant to Section 2.02(c) or Section 2.02(j2.2(d), and the . The Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of Company Saba Common Stock which is not registered in the transfer records of Saba, one or more shares of HVI Common Stock evidencing, in the Companyaggregate, payment of the Merger Consideration may be made to a person other than the person in whose name the Certificate so surrendered is registered if such Certificate shall be properly endorsed or otherwise be in proper form for transfer and the person requesting such payment shall pay any fiduciary or surety bonds or any transfer or other similar Taxes required by reason of the payment of the Merger Consideration to a person other than the registered holder of such Certificate or establish to the reasonable satisfaction of TopCo that such Tax has been paid or is not applicable. Until surrendered as contemplated by this Section 2.02(b), each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender that number of whole TopCo shares of HVI Common Shares, CCRs and/or cash representing Stock and a check in the Merger Consideration that such holder has the right to receive pursuant to this Article II, proper amount of cash in lieu of any fractional TopCo shares of HVI Common Shares such holder is entitled to receive Stock pursuant to Section 2.02(i2.2(d) and any dividends or other distributions may be issued promptly with respect to such holder Saba Common Stock to such a transferee if the Certificate representing such shares of Saba Common Stock is entitled to receive pursuant to Section 2.02(c) or Section 2.02(j). No interest shall be paid or will accrue on any consideration payable to holders of Certificates pursuant presented to the provisions of this Article IIExchange Agent, accompanied by all documents required to evidence and effect such transfer and to evidence that any applicable stock transfer taxes have been paid.

Exchange Procedures. As promptly as practicable Promptly after the Effective Time, but in any event within three business days thereafter, TopCo the Surviving Corporation shall cause the Exchange Agent to mail to each holder of record of Company shares of Parent Common Stock, including those who became holders of record of Parent Common Stock as the result of the Company Merger and the Parent Merger, (i) a letter of transmittal transmittal, which (which A) shall specify that all certificates representing Company Shares shall be deemed to represent the number of shares of Parent Common Stock issuable with respect to such certificates as the result of the Company Merger and the Parent Merger, (B) shall specify that delivery shall be effected, and risk of loss and title to the Certificates shares of Parent Common Stock shall pass, only upon proper delivery of the Company Certificates or the Parent Certificates (collectively, the "Certificates" and each, a "Certificate"), as the case may be, to the Exchange Agent and which (C) shall otherwise be in customary form) such form and have such other provisions as the Surviving Corporation may reasonably specify, and (ii) instructions for use in effecting the surrender of the Certificates in exchange for certificates representing shares of Surviving Corporation Common Stock and, in the Merger Considerationcase of Company Certificates, any cash in lieu of fractional shares pursuant to Section 2.02(i) and any dividends or other distributions payable pursuant to Section 2.02(c) or Section 2.02(j)shares. Each holder Upon surrender of record of Company Common Stock shall, upon surrender a Certificate for cancellation to the Exchange Agent of such Certificate (or affidavit of loss in lieu thereof as provided in Section 2.02(h)), together with such letter of transmittal, duly executed and completed and validly executedin accordance with the instructions thereto, and the holder of such other documents as may reasonably be required by the Exchange Agent, Certificate shall be entitled to receive in exchange therefor that (x) a certificate representing the number of whole TopCo shares of Surviving Corporation Common SharesStock to which such holder is entitled pursuant to the first sentence of Section 1.6(a)(ii) or (iii), CCRs and/or cash and (y) in the case of Company Certificates, a check representing the Merger Consideration that such holder has the right to receive pursuant to this Article II, amount of cash in lieu of any fractional TopCo Common Shares shares, if any, to which such holder is entitled to receive pursuant to Section 2.02(i1.6(e) (such shares and any dividends or other distributions such holder is entitled to receive pursuant to Section 2.02(c) or Section 2.02(jcash being, collectively, the "Merger Consideration"), and the Certificate so surrendered shall forthwith be canceled. In Such holder will also be entitled to receive, at the event time of such surrender, any unpaid dividends and distributions to which such holder is entitled pursuant to Section 1.7(e), together with any dividends to which such holder may be entitled as a transfer of ownership of Company Common Stock which is not registered in the transfer records result of the Companydividend payable pursuant to Section 5.18, payment after giving effect to any required withholding tax. All such dividends shall be payable in accordance with the directions of the Merger Consideration may be made to a person other than the person in whose name the Certificate so surrendered is registered if such Certificate shall be properly endorsed or otherwise be in proper form for transfer and the person requesting such payment shall pay any fiduciary or surety bonds or any transfer or other similar Taxes required by reason holder of the payment of the Merger Consideration to a person other than the registered holder of such Certificate or establish to the reasonable satisfaction of TopCo that such Tax has been Certificate. No interest will be paid or is not applicable. Until surrendered as contemplated by this Section 2.02(b), each Certificate shall be deemed at any time after accrued on the Effective Time to represent only the right to receive upon such surrender that number of whole TopCo Common Shares, CCRs and/or cash representing the Merger Consideration that such holder has the right to receive pursuant to this Article II, cash in lieu of any fractional TopCo Common Shares such holder is entitled to receive pursuant to Section 2.02(i) shares and any unpaid dividends or other distributions such holder is entitled to receive pursuant to Section 2.02(c) or Section 2.02(j). No interest shall be paid or will accrue on any consideration and distributions, if any, payable to holders of REIT Sub Shares or shares of Parent Common Stock. If, after the Effective Time, Certificates pursuant are presented to the provisions of Surviving Corporation, they shall be canceled and exchanged for the Merger Consideration in accordance with the procedures set forth in this Article IISection 1.7.

Exchange Procedures. As promptly as practicable Promptly after the Effective Time, but and in any event within three ten business days thereafterafter the Effective Time, TopCo PAETEC shall cause the Exchange Agent to mail to each holder of record of Company a certificate or certificates which immediately prior to the PAETEC Effective Time or the US LEC Effective Time, as applicable, represented outstanding shares of PAETEC Common Stock (the “PAETEC Certificates”) or of US LEC Common Stock (the “US LEC Certificates” and together with the PAETEC Certificates, the “Certificates”), which at the PAETEC Effective Time or the US LEC Effective Time, as applicable, 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 Certificates shall pass, only upon proper delivery of the Certificates to the Exchange Agent and which shall otherwise be in customary formform and substance reasonably satisfactory to US LEC and PAETEC) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the Merger Considerationcertificates representing whole shares of Company Common Stock, any cash in lieu of any fractional shares pursuant to Section 2.02(i2.1(g) and any dividends or other distributions payable pursuant to Section 2.02(c) or Section 2.02(j2.2(c). Each holder Upon surrender of record of Company Common Stock shall, upon surrender Certificates for cancellation to the Exchange Agent of such Certificate (or affidavit of loss in lieu thereof as provided in Section 2.02(h))Agent, together with such letter of transmittal, duly completed and validly executedexecuted in accordance with the instructions thereto, and such other documents as may reasonably be required by the Exchange Agent, the holder of such Certificates shall be entitled to receive in exchange therefor a certificate representing that number of whole TopCo shares of Company Common Shares, CCRs and/or cash representing the Merger Consideration that Stock (after taking into account all Certificates surrendered by such holder) to which such holder has the right to receive is entitled pursuant to this Article IISection 2.1 (which shall be in uncertificated book entry form unless a physical certificate is requested), payment by cash or check in lieu of any fractional TopCo Common Shares shares which such holder is entitled to receive pursuant to Section 2.02(i2.1(g) and any dividends or other distributions such holder is entitled to receive payable pursuant to Section 2.02(c) or Section 2.02(j2.2(c), and the Certificate Certificates so surrendered shall forthwith be canceled. In the event of a transfer of ownership of Company shares of PAETEC Common Stock or US LEC Common Stock which is not registered in the transfer records of PAETEC or US LEC, respectively, a certificate representing the Company, payment proper number of the Merger Consideration shares of Company Common Stock may be made issued to a person Person (as defined in Section 8.3(q)) other than the person Person in whose name the Certificate so surrendered is registered registered, if such Certificate shall be properly endorsed or otherwise be in proper form for transfer and the person Person requesting such payment issuance shall pay any fiduciary or surety bonds or any transfer or other similar Taxes (as defined in Section 3.1(j)(xi)) required by reason of the payment issuance of the Merger Consideration shares of Company Common Stock to a person Person other than the registered holder of such Certificate or establish to the reasonable satisfaction of TopCo the Company that such Tax has Taxes have been paid or is are not applicable. Until surrendered as contemplated by this Section 2.02(b2.2(b), each Certificate shall be deemed at any time after the PAETEC Effective Time or the US LEC Effective Time, as applicable, to represent only the right to receive upon such surrender that number of whole TopCo Common Shares, CCRs and/or cash representing the Merger Consideration that such holder has the right (and any amounts to receive pursuant to this Article II, cash in lieu of any fractional TopCo Common Shares such holder is entitled to receive be paid pursuant to Section 2.02(i) and any dividends or other distributions such holder is entitled to receive pursuant to Section 2.02(c2.1(g) or Section 2.02(j2.2(c)) upon such surrender. No interest shall be paid or will shall accrue on any consideration amount payable to holders of Certificates pursuant to the provisions of this Article IISection 2.1(g) or Section 2.2(c).

Exchange Procedures. As promptly soon as reasonably practicable after the Effective Time, but in any event within three business days thereafter, TopCo shall cause the Exchange Agent to shall mail to each holder of record of Company a certificate or certificates which immediately prior to the Effective Time represented outstanding shares of INS Common Stock (the "Certificates") whose shares were converted into the right to receive the Merger Consideration pursuant to Section 2.01, (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Exchange Agent and which shall otherwise be in customary formsuch form and have such other provisions as Lucent and INS may reasonably specify) and (ii) instructions for use in effecting the surrender of surrendering the Certificates in exchange for the Merger Consideration, any cash in lieu . Upon surrender of fractional shares pursuant to Section 2.02(i) and any dividends or other distributions payable pursuant to Section 2.02(c) or Section 2.02(j). Each holder of record of Company Common Stock shall, upon surrender a Certificate for cancelation to the Exchange Agent of such Certificate (or affidavit of loss in lieu thereof as provided in Section 2.02(h))Agent, together with such letter of transmittal, duly completed and validly executed, and such other documents as may reasonably be required by the Exchange Agent, be entitled to the holder of such Certificate shall receive in exchange therefor a certificate representing that number of whole TopCo shares of Lucent Common Shares, CCRs and/or cash representing the Merger Consideration that Stock which such holder has the right to receive pursuant to the provisions of this Article II, certain dividends or other distributions in accordance with Section 2.02(c) and cash in lieu of any fractional TopCo share of Lucent Common Shares such holder is entitled to receive pursuant to Stock in accordance with Section 2.02(i) and any dividends or other distributions such holder is entitled to receive pursuant to Section 2.02(c) or Section 2.02(j2.02(e), and the Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of Company INS Common Stock which is not registered in the transfer records of INS, a certificate representing the Company, payment proper number of the Merger Consideration shares of Lucent Common Stock may be made issued to a person other than the person in whose name the Certificate so surrendered is registered if such Certificate shall be properly endorsed or otherwise be in proper form for transfer and the person requesting such payment issuance shall pay any fiduciary or surety bonds or any transfer or other similar Taxes taxes required by reason of the payment issuance of the Merger Consideration shares of Lucent Common Stock to a person other than the registered holder of such Certificate or establish to the reasonable satisfaction of TopCo Lucent that such Tax tax has been paid or is not applicable. Until surrendered as contemplated by this Section 2.02(b), each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender that number of whole TopCo Common Shares, CCRs and/or cash representing the Merger Consideration that such holder has the right to receive pursuant to this Article II, and any cash in lieu of any fractional TopCo shares of Lucent Common Shares Stock to be issued or paid in consideration therefor upon surrender of such holder is entitled to receive pursuant to certificate in accordance with this Section 2.02(i) and any dividends or other distributions such holder is entitled to receive pursuant to Section 2.02(c) or Section 2.02(j)2.02. No interest shall be paid or will accrue on any consideration cash payable to holders of Certificates pursuant to the provisions of this Article II.

Exchange Procedures. As promptly soon as practicable possible after the Effective Time, Time (but in any event within three business days thereafter(3) Business Days), TopCo the Seller Representative shall cause the Exchange Agent to mail to each holder of record of Company outstanding shares of Seller Common Stock Shares (the “Outstanding Shares”) immediately prior to the Effective Time, whose shares were converted into the right to receive the amount of Merger Consideration pursuant to Section 1.6: (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates Outstanding Shares shall pass, pass only upon proper delivery of the Certificates letter of transmittal to the Exchange Agent Seller Representative, and which letter shall otherwise be in customary formsuch form and have such other provisions as Buyer may reasonably specify) and (ii) instructions for use in effecting the surrender exchange of the Certificates in exchange Outstanding Shares for the amount of Merger Consideration, any cash in lieu Consideration to which the holder thereof is entitled. Upon receipt by the Seller Representative of fractional shares pursuant to Section 2.02(i) and any dividends or other distributions payable pursuant to Section 2.02(c) or Section 2.02(j). Each holder of record of Company Common Stock shall, upon surrender to the Exchange Agent of such Certificate (or affidavit of loss in lieu thereof as provided in Section 2.02(h)), together with such letter of transmittal, duly executed and completed and validly executedin accordance with the instructions thereto, and such other documents as may reasonably be required by the Exchange AgentSeller Representative or Buyer, (i) the holder of such Outstanding Shares shall be entitled to receive in exchange therefor that number the amount of whole TopCo Common Shares, CCRs and/or cash representing the Merger Consideration that such holder has the right to receive payable in respect thereof pursuant to the provisions of this Article II, cash in lieu of any fractional TopCo Common Shares such holder is entitled to receive pursuant to Section 2.02(i) and any dividends or other distributions such holder is entitled to receive pursuant to Section 2.02(c) or Section 2.02(j)I, and (ii) the Certificate so surrendered shall forthwith be canceledSeller Representative will within one (1) Business Day pay to the holder of such Outstanding Shares the amount of the Closing Cash Payment payable in respect thereof. In the event of a transfer of ownership of Company Seller Common Stock which Shares that is not registered in the transfer records of the CompanySeller, payment of the Merger Consideration may be made to a person Person other than the person Person in whose name the Certificate Seller Common Shares so surrendered is registered registered, if the record owner of such Certificate shall Seller Common Shares delivers an affidavit, in such form as the Seller Representative may reasonably request (including an indemnity against any claim that may be made against it or Buyer with respect to such Seller Common Shares), that such Seller Common Shares have been properly endorsed or otherwise be in proper form for transfer and transferred to the person Person requesting such payment. The Person requesting payment shall pay any fiduciary or surety bonds or any transfer or other similar Taxes taxes required by reason of the payment of the Merger Consideration to a person Person other than the registered holder of such Certificate Outstanding Shares or establish to the reasonable satisfaction of TopCo Buyer that such Tax tax has been paid or is not applicable. Until surrendered as contemplated by this Section 2.02(b), each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender that number of whole TopCo Common Shares, CCRs and/or cash representing the Merger Consideration that such holder has the right to receive pursuant to this Article II, cash in lieu of any fractional TopCo Common Shares such holder is entitled to receive pursuant to Section 2.02(i) and any dividends or other distributions such holder is entitled to receive pursuant to Section 2.02(c) or Section 2.02(j). No interest shall be paid or will accrue on any consideration cash payable to holders upon surrender of Certificates pursuant to the provisions of this Article IIany Outstanding Shares.

Exchange Procedures. As promptly soon as reasonably practicable after the Effective Time, but in any event within three business days thereafterBuyer shall, TopCo or shall cause the Exchange Agent to mail to, provide to each holder of record of a certificate or certificates or other instrument or instruments which immediately prior to the Effective Time represented issued and outstanding shares of Company Common Stock or Series A Preferred Stock, (i) a letter of transmittal (which shall be upon customary terms and shall specify that delivery shall be effected, and risk of loss and title to the Certificates certificate shall pass, only upon proper delivery of the Certificates such certificate to the Exchange Agent and which shall otherwise be in customary formAgent) and (ii) instructions for use in effecting the surrender of the Certificates certificates in exchange for the Merger Consideration, any cash in lieu . Upon surrender of fractional shares pursuant to Section 2.02(i) and any dividends or other distributions payable pursuant to Section 2.02(c) or Section 2.02(j). Each holder of record of Company Common Stock shall, upon surrender a certificate for cancellation to the Exchange Agent of such Certificate (or affidavit of loss in lieu thereof as provided in accordance with this Section 2.02(h)1.9(b), together with such letter of transmittal, duly completed and validly executedexecuted in accordance with the instructions thereto, and such other documents as may reasonably be required by the Exchange Agent, be entitled to receive in exchange therefor that number of whole TopCo Common Shares, CCRs and/or cash representing the Exchange Agent shall pay the surrendering holder the Merger Consideration that to which such holder has the right to receive pursuant to this Article II, cash in lieu of any fractional TopCo Common Shares such holder is may be entitled to receive pursuant to Section 2.02(i) and any dividends or other distributions such holder is entitled to receive pursuant to Section 2.02(c) or Section 2.02(j), 1.8 and the Certificate certificate so surrendered shall forthwith be canceled. In If any portion of such payment is to be made to a Person other than the event registered holder of a transfer of ownership the shares of Company Common Stock which is not registered or Series A Preferred Stock, as the case may be, represented by the certificate surrendered in exchange therefor, it shall be a condition to such payment that the transfer records of the Company, payment of the Merger Consideration may be made to a person other than the person in whose name the Certificate certificate so surrendered is registered if such Certificate shall be properly endorsed or otherwise be in proper form for transfer and that the person Person requesting such payment shall pay any fiduciary or surety bonds or to the Exchange Agent any transfer or other similar Taxes required by reason as a result of the such payment of the Merger Consideration to a person Person other than the registered holder of such Certificate shares or establish to the reasonable satisfaction of TopCo the Exchange Agent that such Tax has Taxes have been paid or is not applicablethat none are payable. Until surrendered as contemplated by this Section 2.02(b1.9(b), (i) each Certificate certificate representing shares of Company Common Stock (other than certificates representing Dissenting Shares or shares retired pursuant to Section 1.8(b)) shall be deemed at any time after the Effective Time to represent only the right to receive the Common Stock Purchase Price upon such surrender that number surrender, and (ii) each certificate representing shares of whole TopCo Common Shares, CCRs and/or cash representing Series A Preferred Stock (other than shares retired pursuant to Section 1.8(b)) shall be deemed at any time after the Merger Consideration that such holder has Effective Time to represent only the right to receive pursuant to this Article II, cash in lieu of any fractional TopCo Common Shares the Preferred Stock Liquidation Preference upon such holder is entitled to receive pursuant to Section 2.02(i) and any dividends or other distributions such holder is entitled to receive pursuant to Section 2.02(c) or Section 2.02(j). No interest shall be paid or will accrue on any consideration payable to holders of Certificates pursuant to the provisions of this Article IIsurrender.

Exchange Procedures. As promptly soon as reasonably practicable after the Effective Time, but in any event within no later than three business days thereafter, TopCo Business Days following the Effective Time: (i) the Parent Entities shall cause the Exchange Agent to mail to each holder of record of shares of Company Common Stock represented by Certificates as of the Effective Time, (iA) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the such Certificates shall pass, only upon proper delivery of the such Certificates to the Exchange Agent and which shall otherwise be in customary formform as approved by the Parent Entities and the Company) and (iiB) instructions for use in effecting the surrender of the surrendering such Certificates in exchange for the Merger Consideration, any including cash in lieu of fractional shares entitlements to Parent ADSs pursuant to Section 2.02(i). Upon the surrender of such Certificates for cancelation to the Exchange Agent together with such letter of transmittal, duly executed and completed and such other documents as may reasonably be 6 required pursuant to such instructions, the holder of such Certificates shall be entitled to receive as promptly as practicable in exchange therefor (1) the number of Parent ADSs representing, in the aggregate, the whole number of Parent ADSs, if any, that such holder has the right to receive as Merger Consideration and (2) an amount of cash, in U.S. dollars, that such holder has the right to receive as Merger Consideration, including cash payable in lieu of fractional entitlements to Parent ADSs pursuant to Section 2.02(i) and any dividends or and other distributions payable pursuant to Section 2.02(c) or Section 2.02(j). Each holder of record of Company Common Stock shall, upon surrender to the Exchange Agent of such Certificate (or affidavit of loss in lieu thereof as provided in Section 2.02(h)less any required Tax withholding), together with such letter of transmittal, duly completed and validly executed, and such other documents as may reasonably be required by the Exchange Agent, be entitled to receive in exchange therefor that number of whole TopCo Common Shares, CCRs and/or cash representing the Merger Consideration that such holder has the right to receive pursuant to this Article II, cash in lieu of any fractional TopCo Common Shares such holder is entitled to receive pursuant to Section 2.02(i) and any dividends or other distributions such holder is entitled to receive pursuant to Section 2.02(c) or Section 2.02(j), and the Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of Company Common Stock which a Certificate that is not registered in the transfer records of the Company, payment of the Merger Consideration may be made to a person other than the person in whose name the such Certificate so surrendered is registered registered, if such Certificate shall be properly endorsed or otherwise be in proper form for transfer transfer, and the person requesting such payment shall pay any fiduciary or surety bonds or any transfer or other similar Taxes required by reason of the payment of the Merger Consideration to a person other than the such registered holder of such Certificate or establish to the reasonable satisfaction of TopCo Parent that such Tax has been paid or is not applicable. Until surrendered as contemplated by this Section 2.02(b)2.02, each share of Company Common Stock represented by a Certificate converted into the right to receive Merger Consideration pursuant to Section 2.01(c) shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender that number of whole TopCo Common Shares, CCRs and/or cash representing the Merger Consideration that such holder has the right to receive pursuant to this Article IIConsideration, cash in lieu of any fractional TopCo Common Shares such holder is entitled entitlements to receive Parent ADSs pursuant to Section 2.02(i) and any dividends or other distributions such holder is entitled to receive pursuant to Section 2.02(c) as contemplated by this Article II. No dividends or Section 2.02(j)other distributions declared or made with respect to Parent Ordinary Shares and Parent ADSs with a record date after the Effective Time will be paid to the holder of any unsurrendered Certificate with respect to the shares of Parent ADSs issuable upon surrender thereof and in respect of such holder’s Book-Entry Shares until after the surrender of such Certificate in accordance with this Article II. No interest shall be paid or will accrue on the cash payable upon surrender of any consideration Certificate. (ii) the Parent Entities shall cause the Exchange Agent to mail to each holder of record of Book-Entry Shares as of the Effective Time (other than any Book-Entry Shares representing Dissenting Shares) (A) a notice of the effectiveness of the Merger, (B) a statement reflecting the whole number of Parent ADSs, if any, in the name of such record holder that such holder has the right to receive as Merger Consideration and (C) an amount in cash, in U.S. dollars, that such holder has the right to receive as Merger Consideration, including cash payable in lieu of fractional entitlements to holders of Certificates Parent ADSs pursuant to Section 2.02(i) and dividends and other distributions payable pursuant to Section 2.02(c) (less any required Tax withholding), pursuant to this Article II. Holders of Company Common Stock who hold all of their shares of Company Common Stock as Book-Entry Shares will not be required to take any action to receive the provisions Merger Consideration in respect of such shares. Any holder of both shares of Company Common Stock represented by Certificates and by Book-Entry Shares will be required to complete the exchange procedures outlined in paragraph (i) above for such Certificates before such holder will receive the Merger Consideration, including any cash payable in lieu of fractional entitlements to Parent ADSs pursuant to Section 2.02(i) and dividends and other distributions payable pursuant to Section 2.02(c) (less any required Tax withholding), pursuant to this Article II. 7 (c) No Further Ownership Rights in Company Common Stock. The Merger Consideration paid in accordance with the terms of this Article II shall be deemed to have been paid in full satisfaction of all rights pertaining to the shares of Company Common Stock converted into the right to receive Merger Consideration pursuant to Section 2.01(c), subject, however, to the Surviving Corporation’s obligation to pay any dividends or make any other distributions with a record date prior to the Effective Time that may have been declared or made by the Company on such shares of Company Common Stock in accordance with the terms of this Agreement or prior to the date of this Agreement and which remain unpaid at the Effective Time, and after the Effective Time there shall be no further registration of transfers on the stock transfer books of the Surviving Corporation of shares of Company Common Stock that were outstanding immediately prior to the Effective Time. If, after the Effective Time, any Certificates are presented to the Surviving Corporation or the Exchange Agent for any reason, they shall be canceled and exchanged as provided in this Article II.. (d)

Exchange Procedures. As promptly as practicable after the Effective Time, but in any event within three business days thereafter, TopCo Parent shall cause the Exchange Agent to mail to each person who was, at the Effective Time, a holder of record of Company Common Stock Shares entitled to receive the Merger Consideration pursuant to Section 2.01(c): (i) a letter of transmittal (which shall be in customary form and shall specify that delivery shall be effected, and risk of loss and title to the Certificates certificates evidencing such Company Shares (the “Certificates”) shall pass, only upon proper delivery of the Certificates to the Exchange Agent and which shall otherwise be in customary formAgent) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the Merger Consideration, any cash in lieu of fractional shares pursuant to Section 2.02(i) and any dividends or other distributions payable pursuant to Section 2.02(c) or Section 2.02(j)such letter of transmittal. Each holder of record of Company Common Stock shall, upon Upon surrender to the Exchange Agent of such a Certificate (or affidavit of loss in lieu thereof as provided in Section 2.02(h))for cancellation, together with such letter of transmittal, duly completed and validly executedexecuted in accordance with the instructions thereto, and such other documents as may reasonably be required by pursuant to such instructions, the Exchange Agent, holder of such Certificate shall be entitled to receive in exchange therefor therefore a certificate representing that number of whole TopCo Common Shares, CCRs and/or cash representing the Merger Consideration that Parent Class A Shares which such holder has the right to receive pursuant in respect of the Company Shares formerly represented by such Certificate (after taking into account all Company Shares then held by such holder), if any, cash in respect of the Cash Consideration to this Article IIbe received by such holder, if any, cash in lieu of any fractional TopCo Common Parent Class A Shares to which such holder is entitled to receive pursuant to Section 2.02(i) and 2.02(e), any dividends or other distributions to which such holder is entitled to receive pursuant to Section 2.02(c) or Section 2.02(j), and the Certificate so surrendered shall forthwith be canceledcancelled. In the event of a transfer of ownership of Company Common Stock which Shares that is not registered in the transfer records of the Company, payment a certificate representing the proper number of Parent Class A Shares, cash in respect of the Merger Cash Consideration to be received by such holder, if any, cash in lieu of any fractional Parent Class A Shares to which such holder is entitled pursuant to Section 2.02(e), and any dividends or other distributions to which such holder is entitled pursuant to Section 2.02(c), may be made issued to a person other than the person in whose name transferee if the Certificate so surrendered representing such Company Shares is registered if presented to the Exchange Agent, accompanied by all documents required to evidence and effect such Certificate shall be properly endorsed or otherwise be in proper form for transfer and the person requesting such payment shall pay by evidence that any fiduciary or surety bonds or any applicable stock transfer or other similar Taxes required by reason of the payment of the Merger Consideration to a person other than the registered holder of such Certificate or establish to the reasonable satisfaction of TopCo that such Tax has taxes have been paid or is not applicablepaid. Until surrendered as contemplated by this Section 2.02(b)2.02, each Certificate shall be deemed at any time all times after the Effective Time to represent only the right to receive upon such surrender that number of whole TopCo Common the certificate representing Parent Class A Shares, CCRs and/or cash representing in respect of the Merger Cash Consideration that to be received by such holder has the right to receive pursuant to this Article IIholder, if any, cash in lieu of any fractional TopCo Common Parent Class A Shares to which such holder is entitled to receive pursuant to Section 2.02(i) 2.02(e), and any dividends or other distributions to which such holder is entitled to receive pursuant to Section 2.02(c) or Section 2.02(j). No interest shall be paid or will accrue on any consideration payable to holders of Certificates pursuant to the provisions of this Article II.

Exchange Procedures. As promptly soon as reasonably practicable after the Effective Time, but in any event within three business days thereafter, TopCo shall cause the Exchange Agent to shall mail to each holder of record of Company Common Stock a Certificate whose shares were converted into the Merger Consideration pursuant to Section 2.01, (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Exchange Agent and which shall otherwise be in customary formsuch form and have such other provisions as Parent may reasonably specify, which form shall include, among other things, the provisions set forth in Exhibit 5.4 hereof) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the Merger Consideration, any cash in lieu . Upon surrender of fractional shares pursuant to Section 2.02(i) and any dividends or other distributions payable pursuant to Section 2.02(c) or Section 2.02(j). Each holder of record of Company Common Stock shall, upon surrender a Certificate for cancellation to the Exchange Agent of such Certificate (or affidavit of loss in lieu thereof as provided in Section 2.02(h))Agent, together with such letter of transmittal, duly completed and validly executed, and such other documents as may reasonably be required by the Exchange Agent, the holder of such Certificate shall be entitled to receive in exchange therefor a Parent Certificate representing that number of whole TopCo Common Shares, CCRs and/or cash representing the Merger Consideration that Parent Preferred Shares which such holder has the right to receive pursuant to the provisions of this Article II, certain dividends or other distributions in accordance with Section 2.02(c) and cash in lieu of any fractional TopCo Common Shares such holder is entitled to receive pursuant to share in accordance with Section 2.02(i) and any dividends or other distributions such holder is entitled to receive pursuant to Section 2.02(c) or Section 2.02(j2.02(e), and the Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of the Company Common Stock Shares which is not registered in the transfer records of the Company, payment a Parent Certificate representing the proper number of the Merger Consideration Parent Preferred Shares may be made issued to a person other than the person in whose name the Certificate so surrendered is registered if such Certificate shall be properly endorsed or otherwise be in proper form for transfer and the person requesting such payment issuance shall pay any fiduciary or surety bonds or any transfer or other similar Taxes nonincome taxes required by reason of the payment issuance of the Merger Consideration Parent Preferred Shares to a person other than the registered holder of such Certificate or establish to the reasonable satisfaction satisfactio of TopCo Parent that such Tax tax has been paid or is not applicable. Until surrendered as contemplated by this Section 2.02(b), each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender that number of whole TopCo Common Shares, CCRs and/or cash representing the Merger Consideration that such holder has the right to receive pursuant to this Article II, cash in lieu of any fractional TopCo Common Shares such holder is entitled to receive pursuant to Section 2.02(i) and any dividends or other distributions such holder is entitled to receive pursuant to Section 2.02(c) or Section 2.02(j). No interest shall will be paid or will accrue on any consideration cash payable to holders of Certificates pursuant to the provisions of this Article II.

Exchange Procedures. As promptly as practicable (and no later than the fifth Business Day) after the Teton Merger Effective Time, but in any event within three business days thereafter, TopCo Parent shall cause the Exchange Paying Agent to mail (i) to each holder of record of one or more Certificates whose shares of Company Common Stock were converted into the right to receive the Merger Consideration payable pursuant to Section 3.1(a)(iii), (iA) a form of letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Exchange Paying Agent and which shall otherwise be in customary formform and contain customary provisions) and (iiB) instructions for use in effecting the surrender of the Certificates in exchange for the Merger Consideration, any cash in lieu Consideration and (ii) to each holder of fractional record of Book-Entry Shares whose shares pursuant of Company Common Stock were converted into the right to Section 2.02(i) and any dividends or other distributions receive the Merger Consideration payable pursuant to Section 2.02(c) or Section 2.02(j3.1(a)(iii), instructions for use in effecting the surrender of such Book-Entry Shares in exchange for the Merger Consideration. Each holder of record of Company Common Stock shallone or more Certificates, upon surrender to the Exchange Paying Agent of such Certificate (or affidavit of loss in lieu thereof as provided in Section 2.02(h))Certificates, together with such letter of transmittal, duly completed and validly executed, and such other documents as may reasonably be required by Parent or the Exchange Paying Agent, and each holder of record of Book-Entry Shares, upon surrender to the Paying Agent of such Book-Entry Shares (which shall be deemed surrendered upon receipt by the Paying Agent of an “agent’s message” in customary form or such other evidence as the Paying Agent may reasonably request), shall be entitled to receive in exchange therefor that number the amount of whole TopCo Common Shares, CCRs and/or cash representing the Merger Consideration that such holder has the right to receive pursuant to this Article II, cash in lieu of any fractional TopCo Common Shares which such holder is entitled to receive pursuant to Section 2.02(i) and any dividends or other distributions such holder is entitled to receive pursuant to Section 2.02(c) or Section 2.02(j3.1(a)(iii), and the Certificate Certificates or Book-Entry Shares so surrendered shall forthwith be canceled. In the event of a transfer of ownership of Company Common Stock which that is not registered in the transfer or stock records of the Company, payment of the Merger Consideration may be made to a person Person other than the person Person in whose name the Certificate or Book-Entry Share so surrendered is registered if such Certificate or Book-Entry Share shall be properly endorsed or otherwise be in proper form for transfer and the person Person requesting such payment shall pay any fiduciary or surety bonds or any transfer or other similar Taxes required by reason of the payment of the Merger Consideration to a person other than the registered holder of such Certificate transfer or establish to the reasonable satisfaction of TopCo Parent that such Tax has Taxes have been paid or is are not applicable. Until surrendered as contemplated by this Section 2.02(b3.2(c), each Certificate or Book-Entry Share shall be deemed at any time after the Teton Merger Effective Time to represent only the right to receive upon such surrender that number of whole TopCo Common Shares, CCRs and/or cash representing the Merger Consideration that such holder has the right to receive pursuant to this Article II, cash in lieu of any fractional TopCo Common Shares such holder is entitled to receive pursuant to Section 2.02(i) and any dividends or other distributions such holder is entitled to receive pursuant to Section 2.02(c) or Section 2.02(j)Consideration. No interest shall be paid or will shall accrue on any consideration payable payment to holders of Certificates or Book-Entry Shares pursuant to the provisions of this Article IIIII.

Exchange Procedures. As promptly as practicable Promptly after the Effective Time, but in any event within three business days thereafter, TopCo Parent shall ------------------- cause the Exchange Paying Agent to mail to each Person who was, at the Effective Time, a holder of record of a certificate (a "Certificate") which immediately prior to ------------ the Effective Time represented outstanding Shares (and associated Company Common Stock (iRights) entitled to receive the Merger Consideration pursuant to this Article II a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Exchange Agent and which shall otherwise be in customary formPaying Agent) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for to the Merger Consideration, any cash in lieu of fractional shares Paying Agent pursuant to Section 2.02(i) and any dividends or other distributions payable pursuant to Section 2.02(c) or Section 2.02(j)such letter of transmittal. Each holder of record of Company Common Stock shall, upon Upon surrender to the Exchange Paying Agent of such Certificate (or affidavit of loss in lieu thereof as provided in Section 2.02(h))a Certificate, together with such letter of transmittal, duly completed and validly executedexecuted in accordance with the instructions thereto, and such other documents as may be reasonably be required by pursuant to such instructions, the Exchange Agent, holder of such Certificate shall be entitled to receive in exchange therefor therefor: (i) the Merger Consideration for each Share formerly evidenced by such Certificate (with the portion of the Merger Consideration consisting of Parent Common Stock being evidenced by certificates representing that number of whole TopCo shares of Parent Common Shares, CCRs and/or cash representing the Merger Consideration that Stock which such holder has the right to receive pursuant to this Article IISection 2.04), (ii) cash in lieu of any fractional TopCo shares of Parent Common Shares Stock to which such holder is entitled to receive pursuant to Section 2.02(i2.05(c) and (iii) any other dividends or other distributions to which such holder is entitled to receive pursuant to Section 2.02(c) or Section 2.02(j2.05(d), and such Certificate shall then be canceled. No interest shall accrue or be paid on the Merger Consideration payable upon the surrender of any Certificate for the benefit of the holder of such Certificate, including any interest accrued in respect of the Payment Fund. If the payment under this Section 2.05(b) is to be made to a Person other than the Person in whose name the surrendered certificate formerly evidencing Shares is registered on the stock transfer books of the Company, it shall be a condition of payment that the Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of Company Common Stock which is not registered in the transfer records of the Company, payment of the Merger Consideration may be made to a person other than the person in whose name the Certificate so surrendered is registered if such Certificate shall be endorsed properly endorsed or otherwise be in proper form for transfer and that the person Person requesting such payment shall pay any fiduciary or surety bonds or any have paid all transfer or and other similar Taxes taxes required by reason of the payment of the Merger Consideration to a person Person other than the registered holder of such the Certificate surrendered, or establish shall have established to the reasonable satisfaction of TopCo Parent that such Tax has taxes either have been paid or is are not applicable. Until surrendered After the Effective Time, the holders of Certificates shall cease to have rights with respect to such Certificates (except such rights, if any, as contemplated by this Section 2.02(bthey may have as dissenting shareholders), each Certificate and except as aforesaid their sole rights shall be deemed at any time after to exchange said Certificates for the Effective Time to represent only the right to receive upon such surrender that number of whole TopCo Common Shares, CCRs and/or cash representing the Merger Consideration that such holder has the right to receive amounts payable pursuant to this Article II, cash in lieu of any fractional TopCo Common Shares such holder is entitled to receive pursuant to Section 2.02(i) and any dividends or other distributions such holder is entitled to receive pursuant to Section 2.02(c) or Section 2.02(j). No interest shall be paid or will accrue on any consideration payable to holders of Certificates pursuant to the provisions of this Article IIAgreement.

Exchange Procedures. As promptly soon as practicable after the Effective Time, but in any no event within more than three business days thereafter, TopCo shall cause the Exchange Agent to shall mail to each holder of record of a certificate or certificates which prior thereto represented Company Common Stock (the "Certificates") (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Exchange Agent Agent, and which shall otherwise be in such form and have such other customary formprovisions as Parent may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the Merger Consideration, any cash in lieu . Upon surrender of fractional shares pursuant to Section 2.02(i) and any dividends or other distributions payable pursuant to Section 2.02(c) or Section 2.02(j). Each holder of record of Company Common Stock shall, upon surrender a Certificate for cancellation to the Exchange Agent of such Certificate (or affidavit of loss in lieu thereof as provided in Section 2.02(h))Agent, together with such a duly executed letter of transmittal, duly completed and validly executed, and the holder of such other documents as may reasonably be required by the Exchange Agent, Certificate shall be entitled to receive in exchange therefor (i) a certificate or certificates representing that whole number of whole TopCo shares of Parent Common Shares, CCRs and/or cash representing the Merger Consideration that Stock such holder Company Stockholder has the right to receive pursuant to this Article II, cash Section 2.1 in lieu of any fractional TopCo Common Shares such denominations and registered in such names as such holder is entitled may request and/or a check representing the Cash Consideration that such Company Stockholder has the right to receive pursuant to Section 2.02(i2.1 plus (ii) the amount of cash in lieu of fractional shares, if any, and any unpaid dividends or other distributions and distributions, if any, which such holder is entitled Company Stockholder has the right to receive pursuant to Section 2.02(c) or Section 2.02(j)the provisions of this Article II, and after giving effect to any required withholding tax. The shares represented by the Certificate so surrendered shall forthwith be canceledcancelled. No interest will be paid or accrued on the Merger Consideration or the cash in lieu of fractional shares, if any, and unpaid dividends and distributions, if any, payable to Company Stockholders. In the event of a transfer of ownership of shares of Company Common Stock which that is not registered in on the transfer records of the Company, payment a certificate representing the proper number of shares of Parent Common Stock, and/or a check for the Merger Cash Consideration that such Company Stockholder has the right to receive pursuant to Section 2.1 plus the cash to be paid in lieu of fractional shares, if any, and unpaid dividends and distributions, if any, may be made issued to such transferee if a person other than Certificate held by such transferee is presented to the person in whose name the Certificate so surrendered is registered if Exchange Agent, accompanied by all documents required to evidence and effect such Certificate shall be properly endorsed or otherwise be in proper form for transfer and the person requesting such payment shall pay to evidence that any fiduciary or surety bonds or any applicable stock transfer or other similar Taxes required by reason of the payment of the Merger Consideration to a person other than the registered holder of such Certificate or establish to the reasonable satisfaction of TopCo that such Tax has taxes have been paid or is not applicablepaid. Until surrendered as contemplated by this Section 2.02(b)2.3, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender that number of whole TopCo Common Shares, CCRs and/or cash representing the Merger Consideration plus the cash in lieu of fractional shares, if any, and unpaid dividends and distributions, if any, as provided in this Article II. If any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming such Certificate to be lost, stolen or destroyed and, if required by Parent, the posting by such person of a bond in such reasonable amount as Parent may direct as indemnity against any claim that may be made against it with respect to such Certificate, the Exchange Agent will deliver in exchange for such lost, stolen or destroyed Certificate, a certificate representing the proper number of shares of Parent Common Stock and/or a check for the Cash Consideration that such holder Company Stockholder has the right to receive pursuant to this Article II, Section 2.1 plus the cash to be paid in lieu of any fractional TopCo Common Shares such holder is entitled to receive pursuant to Section 2.02(i) and any dividends or other distributions such holder is entitled to receive pursuant to Section 2.02(c) or Section 2.02(j). No interest shall be paid or will accrue on any consideration payable to holders of Certificates pursuant shares, if any, with respect to the provisions shares of Company Common Stock formerly represented thereby, and unpaid dividends and distributions on shares of Parent Common Stock, if any, as provided in this Article II.

Exchange Procedures. As promptly (a) Contemporaneously with the mailing of the Proxy Statement (as practicable after hereinafter defined), the Effective TimeClosing Date, but in any event within three business days thereafter, TopCo shall cause the Exchange Agent to Company will mail to each holder of record of a certificate or certificates which immediately prior to the Closing Date represented shares of Pre-Recapitalization Company Common Stock (the "Certificates") (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Exchange Agent and which shall otherwise be in customary formCompany) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the Merger Consideration, any cash in lieu Company Class A Common Stock and Company Class B Common Stock and the Initial Cash Redemption Price to which such holder is entitled as a result of fractional shares the Redemption pursuant to Section 2.02(i) and any dividends or other distributions payable pursuant to Section 2.02(c) or Section 2.02(j)1.4. Each holder of record of Company Common Stock shall, upon Upon surrender to the Exchange Agent Company of such a Certificate (or affidavit of loss in lieu thereof as provided in Section 2.02(h))for cancellation, together with such letter of transmittal, transmittal duly completed and validly executed, and such other customary documents as may reasonably be required by pursuant to such instructions, the Exchange Agent, be entitled to holder of such Certificate shall receive in exchange therefor therefor, as soon as practicable following the Closing, (i) certificates evidencing that number of whole TopCo shares of Company Class A Common Shares, CCRs and/or cash representing the Merger Consideration that such holder has the right to receive pursuant to this Article II, cash in lieu of any fractional TopCo Stock and Company Class B Common Shares Stock which such holder is entitled to receive pursuant to Section 2.02(i1.2, and (ii) and any dividends or other distributions the Initial Cash Redemption Price such holder is entitled to receive pursuant to Section 2.02(c) or Section 2.02(j)1.4, and the Certificate so surrendered shall forthwith be canceledcancelled. In No interest will be paid or accrued with respect to any Initial Cash Redemption Price payable upon the event of a transfer of ownership of Company Common Stock which is not registered in the transfer records surrender of the CompanyCertificates. If any certificate is to be issued in, payment of the Merger Consideration may or if cash is to be made to remitted to, a person name other than that in which the person in whose name Certificate surrendered for exchange is registered, it shall be a condition of such exchange that the Certificate so surrendered is registered if such Certificate shall be properly endorsed endorsed, with signature guaranteed, or otherwise be in proper form for transfer and that the person Person requesting such payment exchange shall pay any fiduciary to the Company or surety bonds or its transfer agent any transfer or other similar Taxes taxes required by reason of the payment issuance of the Merger Consideration to certificates in a person name other than that of the registered holder of such the Certificate surrendered, or establish to the reasonable satisfaction of TopCo the Company or its transfer agent that such Tax has taxes have been paid or is are not applicable. Until Following the effectiveness of the Amended Articles and until surrendered as contemplated by in accordance with the provisions of this Section 2.02(b)2.1, each Certificate (other than Certificates representing shares held in the Company's treasury or by any Subsidiary of the Company) shall be deemed at any time after the Effective Time to represent for all purposes only the right to receive receive, upon such surrender that number surrender, shares of whole TopCo Company Class A Common SharesStock and Company Class B Common Stock in accordance with Section 1.2 and the Initial Cash Redemption Price in accordance with Section 1.4, CCRs and/or cash representing the Merger Consideration that such holder has the right without any interest thereon, subject to receive pursuant to this Article II, cash in lieu of any fractional TopCo Common Shares such holder is entitled to receive pursuant to Section 2.02(i) and any dividends or other distributions such holder is entitled to receive pursuant to Section 2.02(c) or Section 2.02(j). No interest shall be paid or will accrue on any consideration payable to holders of Certificates pursuant to the provisions of this Article IIrequired withholding taxes.

Exchange Procedures. As promptly soon as reasonably practicable after the Effective Time, but in any event within three business days thereafter, TopCo shall cause the Exchange Agent to shall mail to each holder of record of Company Common Stock a Certificate whose shares were converted into the Newco Merger Consideration, pursuant to Section 2.1, or the UMC Merger Consideration, pursuant to Section 2.2 (collectively, the "Merger Consideration") (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Exchange Agent and which shall otherwise be in customary form) such form and have such other provisions as UMC and OEI may reasonably specify), and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the Merger Consideration, any cash in lieu . Upon surrender of fractional shares pursuant to Section 2.02(i) and any dividends or other distributions payable pursuant to Section 2.02(c) or Section 2.02(j). Each holder of record of Company Common Stock shall, upon surrender a Certificate for cancellation to the Exchange Agent of such Certificate (or affidavit of loss in lieu thereof as provided in Section 2.02(h))Agent, together with such letter of transmittal, duly completed and validly executed, and such other documents as may reasonably be required by the Exchange Agent, the holder of such Certificate shall be entitled to receive in exchange therefor an OEI Certificate representing that number of whole TopCo shares of OEI Common Shares, CCRs and/or cash representing the Merger Consideration that Stock which such holder has the right to receive pursuant to the provisions of this Article II, certain dividends or other distributions in accordance with Section 2.3(c) and cash in lieu of any fractional TopCo Common Shares such holder is entitled to receive pursuant to shares in accordance with Section 2.02(i) and any dividends or other distributions such holder is entitled to receive pursuant to Section 2.02(c) or Section 2.02(j2.3(e), and the Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of Company UMC Common Stock which is not registered in the transfer records of UMC or of Old OEI Common Stock not registered in the Companytransfer records of OEI, payment an OEI Certificate representing the proper number of the Merger Consideration shares of OEI Common Stock may be made issued to a person other than the person in whose name the Certificate so surrendered is registered if such Certificate shall be properly endorsed or otherwise be in proper form for transfer and the person requesting such payment issuance shall pay any fiduciary or surety bonds or any transfer or other similar Taxes non- income taxes required by reason of the payment issuance of the Merger Consideration shares of OEI Common Stock to a person other than the registered holder of such Certificate or establish to the reasonable satisfaction of TopCo OEI that such Tax tax has been paid or is not applicable. Until surrendered as contemplated by this Section 2.02(b)2.3, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender that OEI Certificates representing the number of whole TopCo shares of OEI Common SharesStock into which the shares of UMC Common Stock or Old OEI Common Stock formerly represented by such Certificate have been converted, CCRs and/or cash representing the Merger Consideration that such holder has the right to receive pursuant to this Article II, certain dividends or other distributions in accordance with Section 2.3(c) and cash in lieu of any fractional TopCo Common Shares such holder is entitled to receive pursuant to shares in accordance with Section 2.02(i) and any dividends or other distributions such holder is entitled to receive pursuant to Section 2.02(c) or Section 2.02(j2.3(e). No interest shall will be paid or will accrue on any consideration cash payable to holders of Certificates pursuant to the provisions of this Article II.

Exchange Procedures. As promptly soon as reasonably practicable after the ------------------- Effective Time, but in any event within three business days thereafterBuyer shall, TopCo or shall cause the Exchange Agent to mail to, provide to each holder of record of a certificate or certificates or other instrument or instruments which immediately prior to the Effective Time represented issued and outstanding shares of Company Common Stock or Series A Preferred Stock, (i) a letter of transmittal (which shall be upon customary terms and shall specify that delivery shall be effected, and risk of loss and title to the Certificates certificate shall pass, only upon proper delivery of the Certificates such certificate to the Exchange Agent and which shall otherwise be in customary formAgent) and (ii) instructions for use in effecting the surrender of the Certificates certificates in exchange for the Merger Consideration, any cash in lieu . Upon surrender of fractional shares pursuant to Section 2.02(i) and any dividends or other distributions payable pursuant to Section 2.02(c) or Section 2.02(j). Each holder of record of Company Common Stock shall, upon surrender a certificate for cancellation to the Exchange Agent of such Certificate (or affidavit of loss in lieu thereof as provided in accordance with this Section 2.02(h)1.9(b), together with such letter of transmittal, duly completed and validly executedexecuted in accordance with the instructions thereto, and such other documents as may reasonably be required by the Exchange Agent, be entitled to receive in exchange therefor that number of whole TopCo Common Shares, CCRs and/or cash representing the Exchange Agent shall pay the surrendering holder the Merger Consideration that to which such holder has the right to receive pursuant to this Article II, cash in lieu of any fractional TopCo Common Shares such holder is may be entitled to receive pursuant to Section 2.02(i) and any dividends or other distributions such holder is entitled to receive pursuant to Section 2.02(c) or Section 2.02(j), 1.8 and the Certificate certificate so surrendered shall forthwith be canceled. In If any portion of such payment is to be made to a Person other than the event registered holder of a transfer of ownership the shares of Company Common Stock which is not registered or Series A Preferred Stock, as the case may be, represented by the certificate surrendered in exchange therefor, it shall be a condition to such payment that the transfer records of the Company, payment of the Merger Consideration may be made to a person other than the person in whose name the Certificate certificate so surrendered is registered if such Certificate shall be properly endorsed or otherwise be in proper form for transfer and that the person Person requesting such payment shall pay any fiduciary or surety bonds or to the Exchange Agent any transfer or other similar Taxes required by reason as a result of the such payment of the Merger Consideration to a person Person other than the registered holder of such Certificate shares or establish to the reasonable satisfaction of TopCo the Exchange Agent that such Tax has Taxes have been paid or is not applicablethat none are payable. Until surrendered as contemplated by this Section 2.02(b1.9(b), (i) each Certificate certificate representing shares of Company Common Stock (other than certificates representing Dissenting Shares or shares retired pursuant to Section 1.8(b)) shall be deemed at any time after the Effective Time to represent only the right to receive the Common Stock Purchase Price upon such surrender that number surrender, and (ii) each certificate representing shares of whole TopCo Common Shares, CCRs and/or cash representing Series A Preferred Stock (other than shares retired pursuant to Section 1.8(b)) shall be deemed at any time after the Merger Consideration that such holder has Effective Time to represent only the right to receive pursuant to this Article II, cash in lieu of any fractional TopCo Common Shares the Preferred Stock Liquidation Preference upon such holder is entitled to receive pursuant to Section 2.02(i) and any dividends or other distributions such holder is entitled to receive pursuant to Section 2.02(c) or Section 2.02(j). No interest shall be paid or will accrue on any consideration payable to holders of Certificates pursuant to the provisions of this Article IIsurrender.

Exchange Procedures. As promptly soon as reasonably practicable after the Effective Time, but in any event within three business days thereafter, TopCo Zac shall cause the Exchange Paying Agent to mail to each holder of record of a Certificate or Book Entry Shares whose shares of Company Common Stock were converted into the right to receive the Merger Consideration (i) a form of letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Exchange Paying Agent or, in the case of Book Entry Shares, upon adherence to the procedures set forth in the letter of transmittal, and which shall otherwise be in customary formform and have such other provisions as Zac may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates or Book Entry Shares in exchange for the Merger Consideration, any cash in lieu of fractional shares pursuant to Section 2.02(i) and any dividends or other distributions payable pursuant to Section 2.02(c) or Section 2.02(j). Each holder of record of Company Common Stock one or more Certificates or Book Entry Shares shall, upon surrender to the Exchange Paying Agent of such Certificate (or affidavit of loss in lieu thereof as provided in Section 2.02(h))Certificates or Book Entry Shares, together with such letter of transmittal, duly completed and validly executed, and such other documents as may reasonably be required by the Exchange Paying Agent, be entitled to receive in exchange therefor that number the amount of whole TopCo Common Shares, CCRs and/or cash representing the Merger Consideration that such holder has the right to receive pursuant to this Article II, cash in lieu of any fractional TopCo Common Shares which such holder is entitled to receive pursuant to Section 2.02(i) and any dividends or other distributions such holder is entitled to receive pursuant to Section 2.02(c) or Section 2.02(j2.01(c), and the Certificate Certificates or Book Entry Shares 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, payment of the Merger Consideration in accordance with this Section 2.02(b) may be made to a person Person other than the person Person in whose name the Certificate or Book Entry Share so surrendered is registered if such Certificate or Book Entry Share shall be properly endorsed or otherwise be in proper form for transfer (and accompanied by all documents required to evidence and effect such transfer) and the person Person requesting such payment shall pay any fiduciary or surety bonds or any transfer or other similar Taxes taxes required by reason of the payment of the Merger Consideration to a person Person other than the registered holder of such Certificate or establish to the reasonable satisfaction of TopCo that such Tax has been paid or is not applicableBook Entry Share. Until surrendered as contemplated by this Section 2.02(b), each Certificate and Book Entry Share (other than Certificates or Book Entry Shares evidencing Dissenting Shares, Cancelled Shares and Remaining Shares) shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender that number of whole TopCo Common Shares, CCRs and/or cash representing the Merger Consideration that such holder has the right to receive pursuant to this Article II, cash in lieu of any fractional TopCo Common Shares such holder is entitled to receive pursuant to Section 2.02(i) and any dividends or other distributions such holder is entitled to receive pursuant to Section 2.02(c) or Section 2.02(j)Consideration. No interest shall be paid or will accrue on any consideration payable payment to holders of Certificates or Book Entry Shares pursuant to the provisions of this Article II.

Exchange Procedures. As promptly soon as reasonably practicable after the Effective Time, Time but in any event within three 10 business days thereafter, TopCo Parent shall cause the Exchange Agent to mail to each holder of record of a certificate or certificates which immediately prior to the Effective Time represented outstanding shares of Company Preferred Stock and Company Common Stock (the "Certificates") whose shares were converted into the right to receive shares of Parent Common Stock pursuant to Section 2.1(c), (i) a letter of transmittal in customary form (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Exchange Agent and which shall otherwise be in customary formsuch form and have such other provisions as Parent may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the Merger Consideration, any certificates representing shares of Parent Common Stock and cash in lieu of fractional shares pursuant to Section 2.02(i) and any dividends or other distributions payable pursuant to Section 2.02(c) or Section 2.02(j)shares. Each holder Upon surrender of record of Company Common Stock shall, upon surrender a Certificate for cancellation to the Exchange Agent of such Certificate (or affidavit of loss in lieu thereof as provided in Section 2.02(h))Agent, together with such letter of transmittal, duly completed and validly executed, and such other documents as may reasonably be required by are customary for similar transactions, the Exchange Agent, holder of such Certificate shall be entitled to receive in exchange therefor a certificate representing that number of whole TopCo shares of Parent Common Shares, CCRs and/or cash representing the Merger Consideration that Stock which such holder has the right to receive pursuant to the provisions of this Article IIII after taking into account all the shares of Company Preferred Stock and Company Common Stock then held by such holder under all such Certificates so surrendered, cash in lieu of any fractional TopCo shares of Parent Common Shares Stock to which such holder is entitled to receive pursuant to Section 2.02(i2.2(e) and any dividends or other distributions to which such holder is entitled to receive pursuant to Section 2.02(c) or Section 2.02(j2.2(c), and the Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of Company Preferred Stock or Company Common Stock which is not registered in the transfer records of the Company, payment a certificate representing the proper number of the Merger Consideration shares of Parent Common Stock may be made issued to a person other than the person in whose name the Certificate so surrendered is registered if registered, if, upon presentation to the Exchange Agent, such Certificate shall be properly endorsed or otherwise be in proper form for transfer and the person requesting such payment issuance shall pay any fiduciary or surety bonds or any transfer or other similar Taxes taxes required by reason of the payment issuance of the Merger Consideration shares of Parent Common Stock to a person other than the registered holder of such Certificate or establish to the reasonable satisfaction of TopCo Parent that such Tax tax has been paid or is not applicable. Until surrendered as contemplated by this Section 2.02(b2.2(b), each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender that number the certificate representing shares of whole TopCo Parent Common Shares, CCRs and/or cash representing the Merger Consideration that such holder has the right to receive pursuant to this Article IIStock, cash in lieu of any fractional TopCo shares of Parent Common Shares such holder is entitled to receive pursuant to Stock as contemplated by Section 2.02(i2.2(e) and any dividends or other distributions to which such holder is entitled to receive pursuant to Section 2.02(c) or Section 2.02(j2.2(c). No interest shall will be paid or will accrue on any consideration cash payable pursuant to Sections 2.2(c) or 2.2(e). In the event that the former holders of Certificates pursuant Company Preferred Stock and Company Common Stock become entitled to Contingent Consideration Shares, certificates for Contingent Consideration Shares shall be distributed to the provisions former holders of this Article IICompany Preferred Stock and Company Common Stock as soon as practicable and in any event within ten (10) business days after the number of Contingent Consideration Shares owing to the former holders of Company Common Stock and Company Preferred Stock has been finally determined in accordance with Section 2.1(d) (the "Contingent Consideration Payout Date"); provided, however, that no certificates for Contingent Consideration Shares shall be distributed to any former holder of Company Preferred Stock or Company Common Stock that has not surrendered such holder's Certificate(s) in accordance with the exchange procedures described above.