Common use of Exchange Procedures Clause in Contracts

Exchange Procedures. As soon as reasonably practicable after the Effective Time, the Paying Agent shall mail to each holder of record of a certificate or certificates, which immediately prior to the Effective Time represented outstanding Shares (the "Certificates"), whose Shares were converted pursuant to Section 2.1 into the right to receive the Merger Consideration (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Paying Agent and shall be in such form and have such other provisions as Parent and the Company may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for payment of the Merger Consideration. Upon surrender of a Certificate for cancellation to the Paying Agent or to such other agent or agents as may be appointed by Parent, together with such letter of transmittal, duly executed, the holder of such Certificate shall be entitled to receive in exchange therefor the Merger Consideration for each Share formerly represented by such Certificate and the Certificate so surrendered shall forthwith be cancelled. If payment of the Merger Consideration is to be made to a person other than the person in whose name the surrendered Certificate is registered, it shall be a condition of payment that the Certificate so surrendered shall be properly endorsed or shall be otherwise in proper form for transfer and that the person requesting such payment shall have paid any transfer and other taxes required by reason of the payment of the Merger Consideration to a person other than the registered holder of the Certificate surrendered or shall have established to the satisfaction of the Surviving Corporation that such tax either has been paid or is not applicable. Until surrendered as contemplated by this Section 2.2, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive the Merger Consideration in cash as contemplated by this Section 2.2.

Exchange Procedures. As soon as reasonably practicable Promptly after the Effective Time, the Paying Agent shall mail to each holder of record of a certificate or certificates, certificates which immediately prior to the Effective Time represented outstanding Shares (the "“Certificates"), ”) and whose Shares were converted pursuant to Section 2.1 into the right to receive the Merger Consideration (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Paying Agent and shall be in such form and have such other provisions as Parent and the Company may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for payment of the Merger Consideration. Upon surrender of a Certificate for cancellation to the Paying Agent or to such other agent or agents as may be appointed by Parent, together with such letter of transmittal, duly executed, the holder of such Certificate shall be entitled to receive in exchange therefor the Merger Consideration for each Share formerly represented by such Certificate and the Certificate so surrendered shall forthwith be cancelled. If payment of the Merger Consideration is to be made to a person Person other than the person Person in whose name the surrendered Certificate is registered, it shall be a condition precedent of payment that (x) the Certificate so surrendered shall be properly endorsed or shall be otherwise in proper form for transfer and that (y) the person Person requesting such payment shall have paid any transfer and other similar taxes required by reason of the payment of the Merger Consideration to a person Person other than the registered holder of the Certificate surrendered or shall have established to the satisfaction of the Surviving Corporation that such tax either has been paid or is not applicablerequired to be paid. Until surrendered as contemplated by this Section 2.2, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive the Merger Consideration in cash as contemplated by this Section 2.2, without interest thereon.

Exchange Procedures. As soon as reasonably practicable after the Effective Time, Parent shall cause the Paying Agent shall to mail to each holder of record of a certificate or certificates, which immediately prior to the Effective Time represented outstanding Shares (the "Certificates"), whose Shares were converted pursuant to Section 2.1 into the right to receive the Merger Consideration 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 Paying Agent Agent, and which shall be in such customary form and have such other provisions as Parent and the Company may reasonably specify) ), and (ii) instructions for use in effecting the surrender of the Certificates in exchange for payment of the Merger Consideration. Upon Each holder of record of one or more Certificates shall, upon surrender of a Certificate for cancellation to the Paying Agent of such Certificate or to such other agent or agents as may be appointed by ParentCertificates, together with such letter of transmittal, duly executed, and such other documents as may reasonably be required by the holder of such Certificate shall Paying Agent, be entitled to receive in exchange therefor the Merger Consideration for each Share formerly represented by amount of cash to which such Certificate holder is entitled pursuant to Section 3.01(c), and the Certificate Certificates so surrendered shall forthwith be cancelledcanceled. If In the event of a transfer of ownership of Company Stock which is not registered in the transfer records of the Company, payment of the Merger Consideration is to in accordance with this Section 3.02(b) may be made to a person Person other than the person Person in whose name the surrendered Certificate is registered, it shall be a condition of payment that the Certificate so surrendered is registered if such Certificate shall be properly endorsed or shall otherwise be otherwise in proper form for transfer (and that accompanied by all documents required to evidence and effect such transfer) and the person Person requesting such payment shall have paid pay any transfer and or other taxes required by reason of the payment of the Merger Consideration to a person Person other than the registered holder of such Certificate. No payment of Merger Consideration shall be paid to any holder of a Certificate with respect to the Converted Shares represented by such Certificate surrendered or until the holder of such Certificate shall have established to the satisfaction of the Surviving Corporation that surrendered such tax either has been paid or is not applicableCertificate in accordance with this Article III. Until surrendered as contemplated by this Section 2.23.02(b), each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive the Merger Consideration to which such holder is entitled to receive in cash as contemplated by respect of such Certificate pursuant to this Section 2.2Article III. Following the surrender of any Certificate, there shall be paid to the record holder of the Certificate representing whole shares of Company Stock issued in exchange therefor, without interest, at the time of such surrender, the Merger Consideration payable in respect therefor in accordance with this Article III. No interest shall be paid or will accrue on any payment to holders of Certificates pursuant to the provisions of this Article III.

Exchange Procedures. As soon as reasonably practicable after the Effective Time, Parent shall cause the Paying Exchange Agent shall to mail to each holder of record of a certificate or certificates, which immediately prior to the Effective Time represented outstanding Shares (the "Certificates"), Certificate whose Shares shares of Company Common Stock were converted pursuant to Section 2.1 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 Paying Exchange Agent and which shall be in such customary form and have such other provisions as Parent and the Company may reasonably specifycontain customary provisions) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for payment of the Merger Consideration. Upon Each holder of record of one or more Certificates shall, upon surrender of a Certificate for cancellation to the Paying Exchange Agent of such Certificate or to such other agent or agents as may be appointed by ParentCertificates, together with such letter of transmittal, duly executed, and such other documents as may reasonably be required by the holder of such Certificate shall Exchange Agent, be entitled to receive in exchange therefor the Merger Consideration for each Share formerly represented by amount of cash to which such Certificate holder is entitled pursuant to Section 2.09(c), and the Certificate Certificates so surrendered shall forthwith be cancelledcanceled. If 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 is to in accordance with this Section 2.10(b) may be made to a person other than the person in whose name the surrendered Certificate is registered, it shall be a condition of payment that the Certificate so surrendered is registered if such Certificate shall be properly endorsed or shall otherwise be otherwise in proper form for transfer and that the person requesting such payment shall have paid pay any transfer and other taxes Taxes required by reason of the payment of the Merger Consideration to a person other than the registered holder of the such Certificate surrendered or shall have established establish to the reasonable satisfaction of the Surviving Corporation Parent that such tax either has Taxes have been paid or is are not applicable. Until surrendered as contemplated by this Section 2.22.10(b), each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration in cash as contemplated by Consideration. No interest shall be paid or will accrue on any payment to holders of Certificates pursuant to the provisions of this Section 2.2Article II.

Exchange Procedures. As soon as reasonably practicable after the Effective Time, the Paying Buyer shall cause the Exchange Agent shall to mail to each holder of record of a certificate or certificates, certificates (the “Certificates”) which immediately prior to the Effective Time represented outstanding Shares shares of Company Common Stock (the "Certificates"other than Certificates which represented shares to be cancelled in accordance with Section 2.1(b), whose Shares were converted pursuant to Section 2.1 into the right to receive the Merger Consideration ) (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Paying Exchange Agent and shall be in such form and have such other customary provisions as Parent and the Company Buyer may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for payment of the Merger Consideration. Upon surrender of a Certificate for cancellation to the Paying Exchange Agent or to such other agent or agents as may be appointed by Parentthe Buyer, together with such letter of transmittal, duly executed, and such other documents as may reasonably be required by the Exchange Agent, the holder of such Certificate shall be entitled to receive in exchange therefor (subject to any taxes required to be withheld) the Merger Consideration for each Share formerly represented by such Certificate payable pursuant to Section 2.1(c), and the Certificate so surrendered shall forthwith immediately be cancelled. If payment In the event of a transfer of ownership of Company Common Stock which is not registered in the transfer records of the Company, the Merger Consideration is payable pursuant to Section 2.1(c) may be made paid to a person other than the person in whose name the Certificate so surrendered Certificate is registered, it shall be a condition of payment that if such Certificate is presented to the Certificate so surrendered shall be properly endorsed or shall be otherwise in proper form for Exchange Agent, accompanied by all documents required to evidence and effect such transfer and by evidence that the person requesting such payment shall any applicable stock transfer taxes have paid any transfer and other taxes required by reason of the payment of the Merger Consideration to a person other than the registered holder of the Certificate surrendered or shall have established to the satisfaction of the Surviving Corporation that such tax either has been paid or is not applicablepaid. Until surrendered as contemplated by this Section 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 Merger Consideration in cash payable pursuant to Section 2.1(c) as contemplated by this Section 2.2.

Exchange Procedures. As soon as reasonably practicable Promptly after the Effective Time, Parent shall instruct the Paying Agent shall to mail to each holder of record of a certificate or certificates, which immediately prior to the Effective Time represented outstanding Shares (the "Certificates"), whose Shares that were converted pursuant to Section 2.1 3.1 into the right to receive the Merger Consideration (i) a letter of transmittal (transmittal, which shall specify that delivery shall be effected, and risk of loss and title to the Certificates Shares shall pass, only upon delivery of the Certificates to the Paying Agent and shall be in such form and have such other provisions as Parent and of the Company may reasonably specifycertificates evidencing ownership thereof (the "Certificates") and (ii) instructions for use in effecting the surrender of the Certificates in exchange for payment of the applicable Merger Consideration. Upon surrender of a Certificate for cancellation to the Paying Agent or to such other agent or agents as may be appointed by Parent, together with such letter of transmittal, duly executed, the holder of such Certificate shall be entitled to receive in exchange therefor the applicable Merger Consideration for each Share formerly represented by such Certificate Certificate, and the Certificate so surrendered shall forthwith be cancelled. If payment of the Merger Consideration is to be made to a person Person (as hereinafter defined) other than the person Person in whose name the surrendered Certificate is registered, it shall be a condition precedent to the making of such payment that (x) the Certificate so surrendered shall be properly endorsed or shall be otherwise in proper form for transfer and that (y) the person Person requesting such payment shall have paid any transfer and other taxes Taxes (as hereinafter defined) required by reason of the payment of the Merger Consideration to a person Person other than the registered holder of the Certificate surrendered or shall have established to the satisfaction of the Surviving Corporation that such tax Tax either has been paid or is not applicablerequired to be paid. Until surrendered as contemplated by this Section 2.23.3, each Certificate shall be deemed at any time from and after the Effective Time to represent only the right to receive the applicable Merger Consideration in cash as contemplated by this Section 2.2Consideration, without any interest thereon.

Exchange Procedures. As soon as reasonably practicable after the Effective Time, Parent shall cause the Paying Agent shall to mail to each holder of record of a certificate Certificate or certificatesCertificates, which immediately prior to the Effective Time represented outstanding Shares (the "Certificates"), whose Shares were converted pursuant to Section 2.1 into the right to receive the Merger Consideration (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Paying Agent and shall be in such form and have such other provisions not inconsistent with this Agreement as Parent and the Company may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for payment of the Merger Consideration. Upon surrender of a Certificate for cancellation to the Paying Agent or to such other agent or agents as may be appointed by Parent, together with such letter of transmittal, duly executed, the holder of such Certificate shall be entitled to receive in exchange therefor the Merger Consideration for each Share formerly represented by such Certificate Certificate, and the Certificate so surrendered shall forthwith be cancelled. If payment of the Merger Consideration is to be made to a person Person other than the person Person in whose name the surrendered Certificate is registered, it shall be a condition of payment that the Certificate so surrendered shall be properly endorsed or shall be otherwise in proper form for transfer and that the person Person requesting such payment shall have paid any transfer and other taxes required by reason of the payment of the Merger Consideration to a person Person other than the registered holder of the Certificate surrendered or shall have established to the satisfaction of the Surviving Corporation that such tax either has been paid or is not applicable. Until surrendered as contemplated by this Section 2.2, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive the Merger Consideration in cash as contemplated by this Section 2.2.

Exchange Procedures. As soon as reasonably practicable after the Effective Time, the Paying Agent shall mail to each holder of record of a certificate or certificates, which immediately prior to the Effective Time represented outstanding Shares (the "Certificates"), whose Shares were converted pursuant to Section 2.1 into the right to receive the Merger Consideration (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Paying Agent and shall be in such form and have such other provisions as Parent and the Company may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for payment of the Merger Consideration. Upon surrender of a Certificate for cancellation to the Paying Agent or to such other agent or agents as may be appointed by Parent, together with such letter of transmittal, duly executed, the holder of such Certificate shall be entitled to receive in exchange therefor the Merger Consideration for each Share formerly represented by such Certificate and the Certificate so surrendered shall forthwith be cancelled. If payment of the Merger Consideration is to be made to a person Person other than the person Person in whose name the surrendered Certificate is registered, it shall be a condition of payment that the Certificate so surrendered shall be properly endorsed or shall be otherwise in proper form for transfer and that the person Person requesting such payment shall have paid any transfer and other taxes required by reason of the payment of the Merger Consideration to a person Person other than the registered holder of the Certificate surrendered or shall have established to the satisfaction of the Surviving Corporation that such tax either has been paid or is not applicable. Until surrendered as contemplated by this Section 2.2, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive the Merger Consideration in cash as contemplated by this Section 2.2.appli-

Exchange Procedures. As soon as reasonably practicable Promptly after the Effective Time, Parent shall cause the Paying Agent shall to mail to each holder of record (as of the Effective Time) of a certificate or certificates, which Certificate that immediately prior to the Effective Time represented outstanding Shares (the "Certificates"), shares of Company Common Stock whose Shares shares were converted pursuant to Section 2.1 into the right to receive the Merger Consideration pursuant to Section 1.6(a), (i) a letter of transmittal in customary form (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Paying Agent and shall be in such form and have such other provisions as Parent and the Company may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for payment receipt of the Merger Consideration. Upon surrender of a Certificate Certificates for cancellation to the Paying Agent or to such other agent or agents as may be appointed by Parent, together with such letter of transmittal, duly executedcompleted and validly executed in accordance with the instructions thereto and such other documents as may reasonably be required by the Paying Agent, the holder of such Certificate Certificates shall be entitled to receive in exchange therefor the Merger Consideration for each Share formerly represented by to which such Certificate holder is entitled pursuant to Section 1.6(a), and the Certificate Certificates so surrendered shall forthwith be cancelled. If payment of the Merger Consideration is to be made to a person other than the person in whose name the surrendered Certificate is registered, it shall be a condition of payment that the Certificate so surrendered shall be properly endorsed or shall be otherwise in proper form for transfer and that the person requesting such payment shall have paid any transfer and other taxes required by reason of the payment of the Merger Consideration to a person other than the registered holder of the Certificate surrendered or shall have established to the satisfaction of the Surviving Corporation that such tax either has been paid or is not applicablecanceled. Until surrendered as contemplated by this Section 2.2so surrendered, each Certificate shall outstanding Certificates will be deemed at any time from and after the Effective Time Time, for all corporate purposes, to represent only evidence the ownership of the right to receive the Merger Consideration in cash as contemplated by this Section 2.2attributable thereto.

Exchange Procedures. As soon as reasonably practicable Promptly after the Effective Time, the Surviving Corporation shall cause the Paying Agent shall to mail to each holder of record of a certificate or certificates, certificates which immediately prior to the Effective Time represented outstanding Shares (the "“Certificates"), ”) and whose Shares were converted pursuant to Section 2.1 into the right to receive the Merger Consideration (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Paying Agent and shall be in such form and have such other provisions as Parent and the Company may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for payment of the Merger Consideration. Upon surrender of a Certificate for cancellation to the Paying Agent or to such other agent or agents as may be appointed by Parent, together with such letter of transmittal, duly executed, the holder of such Certificate shall be entitled to receive in exchange therefor the Merger Consideration for each Share formerly represented by such Certificate and the Certificate so surrendered shall forthwith be cancelled. If payment of the Merger Consideration is to be made to a person Person other than the person Person in whose name the surrendered Certificate is registered, it shall be a condition precedent of payment that (x) the Certificate so surrendered shall be properly endorsed or shall be otherwise in proper form for transfer and that (y) the person Person requesting such payment shall have paid any transfer and other taxes required by reason of the payment of the Merger Consideration to a person Person other than the registered holder of the Certificate surrendered or shall have established to the satisfaction of the Surviving Corporation that such tax either has been paid or is not applicablerequired to be paid. Until surrendered as contemplated by this Section 2.2, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive the Merger Consideration in cash as contemplated by this Section 2.2, without interest thereon.

Exchange Procedures. As soon as reasonably practicable after the Effective Time, Parent shall cause the Paying Exchange Agent shall to mail to each holder of record of a certificate or certificates, which immediately prior to the Effective Time represented outstanding Shares (the "Certificates"), Certificate whose Shares shares of Company Common Stock were converted pursuant to Section 2.1 into the right to receive the Merger Consideration Consideration, (i) a form of letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Paying Exchange Agent and shall be in such customary form and have such other provisions as Parent and the Company may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for payment of the Merger Consideration. Upon Each holder of record of one or more Certificates shall, upon surrender of a Certificate for cancellation to the Paying Exchange Agent of such Certificate or to such other agent or agents as may be appointed by ParentCertificates, together with such letter of transmittal, duly executed, and such other documents as may reasonably be required by the holder of such Certificate shall Exchange Agent, be entitled to receive in exchange therefor the Merger Consideration for each Share formerly represented by amount of cash to which such Certificate holder is entitled pursuant to Section 2.01(c), and the Certificate Certificates so surrendered shall forthwith be cancelledcanceled. If 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 is to in accordance with this Section 2.02(b) may be made to a person other than the person in whose name the surrendered Certificate is registered, it shall be a condition of payment that the Certificate so surrendered is registered if such Certificate shall be properly endorsed or shall otherwise be otherwise in proper form for transfer and that the person requesting such payment shall have paid pay any transfer and or other taxes required by reason of the payment of the Merger Consideration to a person other than the registered holder of the Certificate surrendered or shall have established to the satisfaction of the Surviving Corporation that such tax either has been paid or is not applicableCertificate. Until surrendered as contemplated by this Section 2.22.02(b), each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration in cash as contemplated by Consideration. No interest shall be paid or will accrue on any payment to holders of Certificates pursuant to the provisions of this Section 2.2Article II.

Exchange Procedures. As soon as reasonably practicable after the Effective Time, the Paying Exchange Agent shall mail to each holder of record of a certificate or certificates, certificates (the "Certificates") which immediately prior to the Effective Time represented outstanding Shares (the "Certificates"), whose Shares were converted pursuant to Section 2.1 into the right to receive the Merger Consideration shares 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 delivery of the Certificates to the Paying Exchange Agent and shall be in such form and have such other provisions as Parent and the Company Acquiror may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for payment of the Merger Consideration. Upon surrender of a Certificate for cancellation to the Paying Exchange Agent or to such other agent or agents as may be appointed by ParentAcquiror, together with such letter of transmittal, duly executed, and such other documents as may reasonably be required by the Exchange Agent, the holder of such Certificate shall be entitled to receive in exchange therefor the Merger Consideration for each Share formerly represented by such Certificate Consideration, without interest thereon, and the Certificate so surrendered shall forthwith be cancelledcanceled. If payment any portion of the Merger Consideration is to be made paid to a person Person other than the person registered holder of the shares represented by the Certificate or Certificates surrendered in whose name the surrendered Certificate is registeredexchange therefor, it shall be a condition of to such payment that the Certificate or Certificates so surrendered shall be properly endorsed or shall otherwise be otherwise in proper form for transfer and that the person Person requesting such payment shall have paid pay to the Exchange Agent any transfer and or other 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 the Certificate surrendered such shares of Company Common Stock or shall have established establish to the satisfaction of the Surviving Corporation Exchange Agent that such tax either has been paid or is not applicablepayable. Until surrendered as contemplated by this Section 2.22.4, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration in cash as contemplated by this Section 2.2Consideration.

Exchange Procedures. As soon as reasonably practicable Promptly (and in any event within five (5) Business Days) after the Effective Time, Parent shall cause the Paying Exchange Agent shall to mail to each holder of record of a certificate or certificates, which immediately prior to the Effective Time represented outstanding Shares shares of Company Common Stock (the "Certificates")each, whose Shares were converted pursuant to Section 2.1 into the right to receive the Merger Consideration 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 delivery of the Certificates to the Paying Agent and shall be in such customary form and have such other provisions as Parent and approved by the Company may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for payment of the Merger ConsiderationConsideration payable with respect thereto. Upon surrender of a Certificate for cancellation to the Paying Agent or to such other agent or agents as may be appointed by ParentExchange Agent, together with such letter of transmittal, duly executed, the holder of such Certificate shall be entitled to receive in exchange therefor the Merger Consideration for each Share formerly represented by that such Certificate holder has the right to receive pursuant to the provisions of this Article IV, after giving effect to any required withholding taxes, and the Certificate so surrendered shall forthwith immediately be cancelled. If No interest will be paid or accrued on the cash payable upon the surrender of such Certificate or Certificates. In the event of a transfer of ownership of Company Common Stock which is not registered in the transfer records of the Company, it will be a condition of payment of the Merger Consideration is to be made to a person other than the person in whose name that the surrendered Certificate is registered, it shall be a condition of payment that the Certificate so surrendered shall be properly endorsed endorsed, with signatures guaranteed, or shall be otherwise in proper form for transfer and that the person Person requesting such payment shall have paid will pay any transfer and or other taxes required by reason of the payment of the Merger Consideration to a person Person other than the registered holder of the surrendered Certificate surrendered or shall have established such Person will establish to the satisfaction of the Surviving Corporation Parent that such tax either has taxes have been paid or is are not applicable. Until surrendered as contemplated by this Section 2.24.2, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive the Merger Consideration in cash as contemplated by this Section 2.2.upon such

Exchange Procedures. As soon as reasonably practicable after the Effective Time, Parent shall cause the Paying Agent shall to mail to each holder of record of a certificate or certificates, which immediately prior to the Effective Time represented outstanding Shares (the "Certificates"), whose Shares were converted pursuant to Section 2.1 into the right to receive the Merger Consideration 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 Paying Agent and which shall be in such customary form and have such other provisions as Parent and the Company may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for payment of the Merger Consideration. Upon surrender Each holder of record of a Certificate for cancellation shall, upon surrender to the Paying Agent or to of such other agent or agents as may be appointed by ParentCertificate, together with such letter of transmittal, duly executed, and such other documents as may reasonably be required by the holder of such Certificate shall Paying Agent, be entitled to receive in exchange therefor the Merger Consideration for each Share formerly amount of cash which the number of shares of Company Common Stock (together with the associated Rights) previously represented by such Certificate shall have been converted into the right to receive pursuant to Section 2.01(c), and the Certificate so surrendered shall forthwith be cancelledcanceled. If 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 is to may be made to a person other than the person in whose name the surrendered Certificate is registered, it shall be a condition of payment that the Certificate so surrendered is registered if such Certificate shall be properly endorsed or shall otherwise be otherwise in proper form for transfer and that the person requesting such payment shall have paid pay any transfer and or other taxes required by reason of the payment of the Merger Consideration to a person other than the registered holder of the such Certificate surrendered or shall have established establish to the reasonable satisfaction of the Surviving Corporation Parent that such tax either has taxes have been paid or is are not applicable. Until surrendered as contemplated by this Section 2.22.02(b), each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration which the holder thereof has the right to receive in respect of such Certificate pursuant to this Article II. No interest shall be paid or will accrue on any cash as contemplated by payable to holders of Certificates pursuant to the provisions of this Section 2.2Article II.

Exchange Procedures. As soon as reasonably practicable after the Effective Time, Parent shall cause the Paying Agent shall to mail to each holder of record of a certificate or certificates, which immediately prior to the Effective Time represented outstanding Shares (the "Certificates"), whose Shares were converted pursuant to Section 2.1 into the right to receive the Merger Consideration 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 Paying Agent and which shall be in such customary form and have such other provisions as Parent and the Company may reasonably specifycontain customary provisions) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for payment of the Merger Consideration. Upon surrender of a Certificate for cancellation cancelation to the Paying Agent or to such other agent or agents as may be appointed by ParentAgent, together with such letter of transmittal, duly completed and validly executed, and such other documents as may reasonably be required by the Paying Agent, the holder of such Certificate shall be entitled to receive in exchange therefor the Merger Consideration for each Share amount of cash into which the shares formerly represented by such Certificate shall have been converted pursuant to Section 2.01(c), and the Certificate so surrendered shall forthwith be cancelledcanceled. If payment In the event of a transfer of ownership of shares that is not registered in the stock transfer books of the Merger Consideration is to Company, payment may be made to a person other than the person in whose name the surrendered Certificate is registered, it shall be a condition of payment that the Certificate so surrendered is registered if such Certificate shall be properly endorsed or shall otherwise be otherwise in proper form for transfer and that the person requesting such payment shall have paid pay any transfer and or other taxes required by reason of the payment of the Merger Consideration to a person other than the registered holder of the such Certificate surrendered or shall have established establish to the satisfaction of the Surviving Corporation that such tax either has been paid or is not applicable. Until surrendered as contemplated by this Section 2.2, each Certificate No interest shall be deemed at paid or shall accrue on the cash payable upon surrender of any time after the Effective Time to represent only the right to receive the Merger Consideration in cash as contemplated by this Section 2.2Certificate.

Exchange Procedures. As soon as reasonably practicable Promptly after the Effective Time, Buyer shall cause the Paying Exchange Agent shall to mail to each holder of record of a certificate or certificates, which immediately prior to the Effective Time represented outstanding Shares shares of Company Common Stock or Company Preferred Stock (the "Certificates")each, whose Shares were converted pursuant to Section 2.1 into the right to receive the Merger Consideration 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 delivery of the Certificates to the Paying Agent and shall be in such customary form and have such other provisions as Parent and the Company may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for payment of the applicable Merger ConsiderationConsideration payable with respect thereto. Upon surrender of a Certificate for cancellation to the Paying Agent or to such other agent or agents as may be appointed by ParentExchange Agent, together with such letter of transmittal, duly completed and executed, the holder of such Certificate shall be entitled to receive in exchange therefor the applicable Merger Consideration for each Share formerly represented by that such Certificate holder has the right to receive pursuant to the provisions of this Article II, and the Certificate so surrendered shall forthwith immediately be cancelled. If payment 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, the applicable Merger Consideration is to may be made delivered to a person Person other than the person Person in whose name the Certificate so surrendered Certificate is registered, it shall if such Certificate is presented to the Exchange Agent, accompanied by all documents required to evidence and effect such transfer (in form and substance reasonably satisfactory to Buyer) and by evidence satisfactory to Buyer that all applicable stock transfer taxes that may be a condition payable in connection with the issuance of payment that the Certificate so surrendered shall be properly endorsed or shall be otherwise shares of Buyer Common Stock in proper form for transfer and that the person requesting such payment shall have paid any transfer and other taxes required by reason of the payment of the Merger Consideration to a person name other than the name of the registered holder of the Certificate Certificates surrendered or shall have established to the satisfaction of the Surviving Corporation that such tax either has been paid or is not applicablepaid. Until surrendered as contemplated by this Section 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 applicable Merger Consideration in cash as contemplated by this Section 2.2. For purposes of this Agreement, the term “Person” means any natural person, company, corporation, limited liability company, general partnership, limited partnership, trust, proprietorship, joint venture, business organization or Governmental Entity.

Exchange Procedures. As soon as reasonably practicable after the Effective Time, the Paying Agent shall mail to each holder of record of a an outstanding certificate or certificates, certificates which immediately prior to the Effective Time thereto represented outstanding Shares shares of Company Common Stock (the "Certificates")) shall, whose Shares were converted upon surrender to the Exchange Agent of such Certificate or Certificates and acceptance thereof by the Exchange Agent, be entitled to a new certificate or new certificates (the "New Certificates") representing the number of full Non-Cash Election Shares, cash and cash payable in lieu of fractional shares, in each case, if any, to be received by the holder thereof pursuant to Section 2.1 into this Agreement. The Exchange Agent shall accept such Certificates upon compliance with such reasonable terms and conditions as the right Exchange Agent may impose to receive effect an orderly exchange thereof in accordance with normal exchange practices. After the Merger Consideration (i) a letter of transmittal (which shall specify that delivery Effective Time, there shall be effectedno further transfer on the records of the Company or its transfer agent of Certificates and, and risk of loss and title if Certificates are presented to the Certificates shall passCompany for transfer, only upon delivery of the Certificates to the Paying Agent and they shall be in such form and have such other provisions as Parent and the Company may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for payment canceled against delivery of the Merger Consideration. Upon surrender of a If any New Certificate for cancellation to the Paying Agent or to such other agent or agents as may be appointed by Parent, together with such letter of transmittal, duly executed, the holder of such Certificate shall be entitled to receive in exchange therefor the Merger Consideration for each Share formerly represented by such Certificate and the Certificate so surrendered shall forthwith be cancelled. If payment of the Merger Consideration Non-Cash Election Shares is to be made issued in, or if cash is to be remitted to, a person name other than that in which the person in whose name the Certificate surrendered Certificate for exchange is registered, it shall be a condition of payment such exchange that the Certificate so surrendered shall be properly endorsed endorsed, with signature guaranteed, or shall be otherwise in proper form for transfer transfer, and that the person requesting such payment exchange shall have paid pay to the Company or its transfer agent any transfer and or other taxes required by reason of the payment issuance of the Merger Consideration to New Certificates for such Non-Cash Election Shares in a person name other than that of the registered holder of the Certificate surrendered surrendered, or shall have established establish to the satisfaction of the Surviving Corporation Company or its transfer agent that such tax either has been paid or is not applicable. Until surrendered as contemplated by this Section 2.22.6(b), each Certificate shall be deemed at any time after the Effective Time to represent only the 10 right to receive upon such surrender the Merger Consideration in cash as contemplated by this Section 2.22.1.

Exchange Procedures. As soon as reasonably practicable Promptly after the Effective Time, the Paying Agent shall mail to each holder of record of a certificate or certificates, which immediately prior to the Effective Time represented outstanding Shares (the "CertificatesCERTIFICATES"), whose Shares shares were converted pursuant to Section 2.1 into the right to receive the Merger Consideration (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Paying Agent and shall be in such form and have such other provisions as Parent and the Company Yahoo! may reasonably specify) ); and (ii) instructions for use in effecting the surrender of the Certificates in exchange for payment of the Merger Consideration. Upon surrender of a Certificate for cancellation to the Paying Agent or to such other agent or agents as may be appointed by ParentYahoo!, together with such letter of transmittal, duly executed, the holder of such Certificate shall be entitled to receive in exchange therefor the Merger Consideration for each Share formerly represented by such Certificate and the Certificate so surrendered shall forthwith be cancelled. If payment of the Merger Consideration is to be made to a person other than the person in whose name the surrendered Certificate is registered, it shall be a condition precedent of payment that (x) the Certificate so surrendered shall be properly endorsed or shall be otherwise in proper form for transfer transfer; and that (y) the person requesting such payment shall have paid any transfer and other taxes required by reason of the payment of the Merger Consideration to a person other than the registered holder of the Certificate surrendered or shall have established to the satisfaction of the Surviving Corporation that such tax either has been paid or is not applicablerequired to be paid. Until surrendered as contemplated by this Section 2.2, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive the Merger Consideration in cash as contemplated by this Section 2.2, without interest thereon.

Exchange Procedures. As soon as reasonably practicable after the Effective Time, the Paying Exchange Agent shall mail to each holder of record of a certificate or certificates, which immediately prior to the Effective Time represented outstanding Shares (the "Certificates"), whose Shares were converted pursuant to Section 2.1 into the right to receive the Merger Consideration 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 delivery of the Certificates to the Paying Exchange Agent and shall be in such form and have such other provisions as Parent and the Company Buyer may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for payment of the each holder’s respective Merger Consideration. Upon surrender of a Certificate for cancellation to the Paying Exchange Agent or to such other agent or agents as may be appointed by Parentthe Buyer, together with such letter of transmittal, duly executed, and such other documents as may reasonably be required by the Exchange Agent, the holder of such each Certificate shall be entitled to receive in exchange therefor the Merger Consideration for each Share formerly represented cash representing that number of whole Shares evidenced by such Certificate multiplied by the Merger Consideration, and the Certificate so surrendered shall forthwith immediately be cancelled. If In the event of a transfer of ownership of Shares which is not registered in the transfer records of the Company, the payment of representing the Merger Consideration is payable to the registered holder may be made paid to a person other than the person in whose name the Certificate so surrendered Certificate is registered, it shall be a condition of payment that if such Certificate is presented to the Certificate so surrendered shall be properly endorsed or shall be otherwise in proper form for Exchange Agent, accompanied by all documents required to evidence and effect such transfer and by evidence that the person requesting such payment shall any applicable stock transfer taxes have paid any transfer and other taxes required by reason of the payment of the Merger Consideration to a person other than the registered holder of the Certificate surrendered or shall have established to the satisfaction of the Surviving Corporation that such tax either has been paid or is not applicablepaid. Until surrendered as contemplated by this Section 2.23.2, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration in cash as payment contemplated by this Section 2.2.3.2. Table of Contents

Exchange Procedures. As soon as reasonably practicable after the ------------------- Effective Time, Parent shall cause the Paying Agent shall to mail to each holder of record of a certificate Certificate or certificatesCertificates, which immediately prior to the Effective Time represented outstanding Shares (the "Certificates"), whose Shares were converted pursuant to Section 2.1 into the right to receive the Merger Consideration (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Paying Agent and shall be in such form and have such other provisions not inconsistent with this Agreement as Parent and the Company may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for payment of the Merger Consideration. Upon surrender of a Certificate for cancellation to the Paying Agent or to such other agent or agents as may be appointed by Parent, together with such letter of transmittal, duly executed, the holder of such Certificate shall be entitled to receive in exchange therefor the Merger Consideration for each Share formerly represented by such Certificate Certificate, and the Certificate so surrendered shall forthwith be cancelled. If payment of the Merger Consideration is to be made to a person other than the person in whose name the surrendered Certificate is registered, it shall be a condition of payment that the Certificate so surrendered shall be properly endorsed or shall be otherwise in proper form for transfer and that the person requesting such payment shall have paid any transfer and other taxes required by reason of the payment of the Merger Consideration to a person other than the registered holder of the Certificate surrendered or shall have established to the satisfaction of the Surviving Corporation that such tax either has been paid or is not applicable. Until surrendered as contemplated by this Section 2.2, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive the Merger Consideration in cash as contemplated by this Section 2.2.

Exchange Procedures. As soon as reasonably practicable after the Effective Time, each holder of an outstanding certificate or certificates which prior thereto represented shares of Seasons Common Stock shall, upon surrender to the Paying Agent shall mail to each holder of record of a such certificate or certificatescertificates and acceptance thereof by the Paying Agent, be entitled to the amount of cash into which immediately prior the number of shares of Seasons Common Stock previously represented by such certificate or certificates surrendered shall have been converted pursuant to this Agreement. The Paying Agent shall accept such certificates upon compliance with such reasonable terms and conditions as the Paying Agent may impose to effect an orderly exchange thereof in accordance with normal exchange practices. After the Effective Time represented outstanding Shares (there shall be no further transfer on the "Certificates"), whose Shares were records of Seasons or its transfer agent of certificates representing shares of Seasons Common Stock which have been converted pursuant to Section 2.1 this Agreement into the right to receive the Merger Consideration (i) a letter of transmittal (which shall specify that delivery cash, and if such certificates are presented to Seasons for transfer, they shall be effected, and risk of loss and title to the Certificates shall pass, only upon cancelled against delivery of the Certificates to the Paying Agent and shall be in such form and have such other provisions as Parent and the Company may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for payment of the Merger Consideration. Upon surrender of a Certificate for cancellation to the Paying Agent or to such other agent or agents as may be appointed by Parent, together with such letter of transmittal, duly executed, the holder of such Certificate shall be entitled to receive in exchange therefor the Merger Consideration for each Share formerly represented by such Certificate and the Certificate so surrendered shall forthwith be cancelledcash. If payment of the Merger Consideration is to be made remitted to a person Person other than the person Person in whose name the certificate for Seasons Common Stock surrendered Certificate for payment is registered, it shall be a condition of such payment that the Certificate certificate so surrendered shall be properly endorsed endorsed, with signature guaranteed by a firm which is an “eligible guarantor institution” (as defined in Rule 17Ad-15 under the Exchange Act, as defined below), or shall be otherwise in proper form for transfer and that the person Person requesting such payment shall have paid any transfer and or other taxes required by reason of the payment of the Merger Consideration to a person Person other than the registered holder of the Certificate certificate surrendered or shall have established to the satisfaction of the Surviving Corporation Company that such tax either has been paid or is not applicable. Until surrendered as contemplated by this Section 2.22.4, each Certificate certificate for shares of Seasons Common Stock shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration in cash as contemplated by this Section 2.22.1. No interest will be paid or will accrue on any cash payable as Merger Consideration.

Exchange Procedures. As soon as reasonably practicable Promptly after the Effective Time, the Paying Agent shall mail to each holder of record of a certificate or certificates, which immediately prior to the Effective Time represented outstanding Shares shares of Company Capital Stock (the "“Certificates"”), whose Shares shares were converted pursuant to Section 2.1 2.1(c) into the right to receive the Merger Consideration (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Paying Agent and shall be in such form and have such other provisions as Parent and the Company may reasonably specify) ); and (ii) instructions for use in effecting the surrender of the Certificates in exchange for payment of the Merger Consideration. Upon surrender of a Certificate for cancellation to the Paying Agent or to such other agent or agents as may be appointed by Parent, together with such letter of transmittal, duly executedexecuted and properly completed, the holder of such Certificate shall be entitled to receive in exchange therefor the Merger Consideration for each Share share of Company Capital Stock, formerly represented by such Certificate and the Certificate so surrendered shall forthwith be cancelled. If payment of the Merger Consideration is to be made to a person other than the person in whose name the surrendered Certificate is registered, it shall be a condition of payment that the Certificate so surrendered shall be properly endorsed or shall be otherwise in proper form for transfer and that the person requesting such payment shall have paid any transfer and other taxes required by reason of the payment of the Merger Consideration to a person other than the registered holder of the Certificate surrendered or shall have established to the satisfaction of the Surviving Corporation that such tax either has been paid or is not applicable. Until surrendered as contemplated by this Section 2.2, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive the Merger Consideration in cash as contemplated by this Section 2.2, without interest thereon, and shall not evidence any interest in, or any right to exercise the rights of a stockholder or other equity holder of, the Company or the Surviving Corporation.

Exchange Procedures. As soon as reasonably practicable after the Effective Time, the Paying Exchange Agent shall mail to each holder of record of a certificate or certificates, which immediately prior to the Effective Time represented outstanding Shares (the "Certificates"), Certificate whose Shares shares were converted pursuant to Section 2.1 into the right to receive the applicable Per Share Merger Consideration (i) pursuant to Section 2.6, a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Paying Agent and shall be in such form and have such other provisions as Parent substance satisfactory to Euroseas and the Company may reasonably specify) and (ii) Cove), with instructions for use in effecting the surrender of surrendering the Certificates in exchange for payment of the applicable Per Share Merger ConsiderationConsideration with respect thereto. Upon surrender of a Certificate for cancellation to the Paying Agent or to such other agent or agents as may be appointed by ParentExchange 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 the Merger Consideration for each Share formerly represented by such Certificate that number of whole Euroseas Shares in accordance with Section 2.9(e), together with certain dividends or other distributions in accordance with Section 2.9(c), and the Certificate so surrendered shall forthwith be cancelledcanceled. If payment In the event of a transfer of ownership of Cove Capital Stock that is not registered in the Merger Consideration is to transfer records of Cove, a certificate evidencing the proper number of Euroseas Shares may be made issued in exchange therefor to a person other than the person in whose name the surrendered Certificate is registered, it shall be a condition of payment that the Certificate so surrendered is registered if such Certificate shall be properly endorsed or shall otherwise be otherwise in proper form for transfer and that the person requesting such payment issuance shall have paid pay any transfer and or other taxes required by reason of the payment issuance of the Merger Consideration Euroseas Shares to a person other than the registered holder of the such Certificate surrendered or shall have established establish to the satisfaction of the Surviving Corporation Euroseas that such tax either has been paid or is not applicable. Until surrendered as contemplated by this Section 2.22.9(b), 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 that the holder thereof has the right to receive pursuant to the provisions of Section 2.6, plus certain dividends or other distributions in cash as contemplated by this accordance with Section 2.22.9(c).

Exchange Procedures. As soon as reasonably practicable practicable, and in any event within three business days, after the Effective Time, Parent shall cause the Paying Agent shall to mail to each holder of record of a certificate or certificates, which immediately prior to the Effective Time represented outstanding Shares (the "Certificates"), whose Shares were converted pursuant to Section 2.1 into the right to receive the Merger Consideration 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 Paying Agent and which shall be in such customary form and have such other provisions as Parent and the Company may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for payment of the Merger Consideration. Upon surrender Each holder of record of a Certificate for cancellation shall, upon surrender to the Paying Agent or to of such other agent or agents as may be appointed by ParentCertificate, together with such letter of transmittal, duly executed, and such other documents as may reasonably be required by the holder of such Certificate shall Paying Agent, be entitled to receive in exchange therefor the Merger Consideration for each Share formerly amount of cash which the number of shares of Company Common Stock previously represented by such Certificate shall have been converted into the right to receive pursuant to Section 2.01(c), and the Certificate so surrendered shall forthwith be cancelledcanceled. If 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 is to may be made to a person other than the person in whose name the surrendered Certificate is registered, it shall be a condition of payment that the Certificate so surrendered is registered if such Certificate shall be properly endorsed or shall otherwise be otherwise in proper form for transfer and that the person requesting such payment shall have paid pay any transfer and or other taxes required by reason of the payment of the Merger Consideration to a person other than the registered holder of the such Certificate surrendered or shall have established establish to the reasonable satisfaction of the Surviving Corporation Parent that such tax either has taxes have been paid or is are not applicable. Until surrendered as contemplated by this Section 2.22.02(b), each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration which the holder thereof has the right to receive in respect of such Certificate pursuant to this Article II. No interest shall be paid or will accrue on any cash as contemplated by payable to holders of Certificates pursuant to the provisions of this Section 2.2Article II.

Exchange Procedures. As soon promptly as reasonably practicable after the Effective Time, Parent shall cause the Paying Agent shall to mail to each holder of record of a certificate or certificates, which immediately prior to the Effective Time represented outstanding Shares (the "Certificates"), whose Shares were converted pursuant to Section 2.1 into the right to receive the Merger Consideration 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 Paying Agent and which shall be in such form and have such other provisions as Parent and the Company may reasonably specifyagree to use) and (ii) instructions for use in effecting the surrender of the surrendering Certificates in exchange for payment of the Merger Considerationcash amounts specified in Section 2.01(c). Upon surrender of a Certificate for cancellation to the Paying Agent or to such other agent or agents as may be appointed by ParentAgent, together with such letter of transmittal, duly completed and validly executed, and such other documents as may be reasonably required by the Paying Agent, the holder of record of such Certificate shall be entitled to receive in exchange therefor the Merger Consideration for each Share amount of cash into which the shares of Company Common Stock or Company Preferred Stock formerly represented by such Certificate shall have been converted pursuant to Section 2.01(c), and the Certificate so surrendered shall forthwith be cancelledcanceled. If payment In the event of a transfer of ownership of shares of Company Common Stock or Company Preferred Stock that is not registered in the transfer records of the Merger Consideration is to Company, the proper amount of cash may be made paid in exchange therefor to a person other than the person in whose name the surrendered Certificate is registered, it shall be a condition of payment that the Certificate so surrendered is registered if such Certificate shall be properly endorsed or shall otherwise be otherwise in proper form for transfer and that the person requesting such payment issuance shall have paid pay any transfer and or other taxes required by reason of the payment of the Merger Consideration to a person other than the registered holder of the such Certificate surrendered or shall have established establish to the reasonable satisfaction of the Surviving Corporation Paying Agent that such tax either has been paid or is not applicable. Until surrendered as contemplated by this Section 2.22.02(b), each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration in amount of cash as contemplated by this such holder shall be entitled to receive pursuant to Section 2.22.01(c). No interest will be paid or will accrue on the cash payable upon surrender of any Certificate.

Exchange Procedures. As soon as reasonably practicable Promptly after the Effective Time, the Paying Agent shall mail to each holder of record of a certificate or certificates, which immediately prior to the Effective Time represented outstanding Shares shares of Company Common Stock (the "“Certificates"”), whose Shares shares were converted pursuant to Section 2.1 2.1(c) into the right to receive the Merger Consideration (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Paying Agent and shall be in such form and have such other provisions as Parent and the Company may reasonably specify) ); and (ii) instructions for use in effecting the surrender of the Certificates in exchange for payment of the Merger Consideration. Upon surrender of a Certificate for cancellation to the Paying Agent or to such other agent or agents as may be appointed by Parent, together with such letter of transmittal, duly executedexecuted and properly completed, the holder of such Certificate shall be entitled to receive in exchange therefor the Merger Consideration for each Share share of Company Common Stock formerly represented by such Certificate and the Certificate so surrendered shall forthwith be cancelled. If payment of the Merger Consideration is to be made to a person other than the person in whose name the surrendered Certificate is registered, it shall be a condition of payment that the Certificate so surrendered shall be properly endorsed or shall be otherwise in proper form for transfer and that the person requesting such payment shall have paid any transfer and other taxes required by reason of the payment of the Merger Consideration to a person other than the registered holder of the Certificate surrendered or shall have established to the satisfaction of the Surviving Corporation that such tax either has been paid or is not applicable. Until surrendered as contemplated by this Section 2.2, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive the Merger Consideration in cash as contemplated by this Section 2.2, without interest thereon, and shall not evidence any interest in, or any right to exercise the rights of a shareholder or other equity holder of, the Company or the Surviving Corporation.

Exchange Procedures. As soon as reasonably practicable after the Effective Time, the Paying Agent shall will mail to each holder of record of a certificate or certificates, which certificates that immediately prior to the Effective Time represented outstanding Shares shares of Company Common Stock (the "Certificates"), whose Shares were converted pursuant to Section 2.1 into the right to receive the Merger Consideration ) (i) a notice (advising that the Merger has become effective) and a letter of transmittal (transmittal, in customary and appropriate form, which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Paying Agent and shall be in such form and have such other provisions as Parent and the Company may reasonably specify) and (ii) instructions for use by holders of Certificates in effecting the surrender of the Certificates in exchange for payment of the Merger Consideration. Upon surrender of a Certificate for cancellation to the Paying Agent or to such other agent or agents as may be appointed by Parent, together with such letter of transmittal, duly executed, and such other documents as may reasonably be required by the Paying Agent, the holder of such Certificate shall be entitled to receive in exchange therefor to receive, and the Merger Consideration for each Share formerly Paying Agent shall promptly pay, after the Effective Time, the amount of cash into which the shares theretofore represented by such Certificate have been converted pursuant to the provisions of Section 2.2, and the Certificate so surrendered shall forthwith be cancelled. If payment of the Merger Consideration any cash is to be made paid to a person name other than that in which the person Certificate surrendered in whose name the surrendered Certificate exchange therefor is registered, it shall be a condition of payment that the Certificate so surrendered shall be properly endorsed or shall be otherwise in proper form for transfer and that the person requesting such payment shall have paid pay to the Paying Agent any transfer and or other taxes required by reason of the payment of the Merger Consideration cash to a person other than the registered holder of the such Certificate surrendered or shall have established establish to the satisfaction of the Surviving Corporation Paying Agent that such tax either has been paid or is not applicable. Until surrendered as contemplated by this Section 2.22.3, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration in amount of cash as contemplated by this Section 2.3. No interest will be paid or will accrue on any cash payable pursuant to Section 2.2.

Exchange Procedures. As soon as reasonably practicable after the Effective Time, Parent shall cause the Paying Exchange Agent shall to mail to each holder of record of a certificate or certificates, certificates (the "Certificates") which immediately prior to the Effective Time represented outstanding Shares (the "Certificates"Shares, other than shares to be canceled in accordance with Section 5.1(b), whose Shares were converted pursuant to Section 2.1 into the right to receive the Merger Consideration (i) a letter Letter of transmittal Transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Paying Agent and shall be in such form and have such other provisions as Parent and the Company may reasonably specifyExchange Agent) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for payment of the Merger Consideration. Upon surrender of a Certificate for cancellation to the Paying Agent or to such other agent or agents as may be appointed by ParentExchange Agent, together with such letter Letter of transmittalTransmittal, duly executed, and such other documents as may reasonably be required by the Exchange Agent, the Exchange Agent shall pay the holder of such Certificate shall be entitled to receive in exchange therefor the Merger Consideration for each Share formerly represented by in respect of such Certificate Certificate, less any required withholding taxes, and the Certificate so surrendered shall forthwith be cancelledcanceled. If payment any portion of the Merger Consideration is to be made paid to a person Person other than the person registered holder of the shares represented by the Certificate or Certificates surrendered in whose name the surrendered Certificate is registeredexchange therefor, it shall be a condition of to such payment that the Certificate or Certificates so surrendered shall be properly endorsed or shall otherwise be otherwise in proper form for transfer and that the person Person requesting such payment shall have paid pay to the Exchange Agent any transfer and or other 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 the Certificate surrendered such shares or shall have established establish to the satisfaction of the Surviving Corporation Exchange Agent that such tax either has been paid or is not applicablepayable. Until surrendered as contemplated by this Section 2.25.2, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive the Merger Consideration in cash as contemplated by this Section 2.2.Certificate

Exchange Procedures. As soon as reasonably practicable Promptly after the Effective Time, Parent shall cause the Paying Exchange Agent shall to mail to each holder of record as of the Effective Time a certificate or certificates, which certificates (the "Certificates") that immediately prior to the Effective Time represented outstanding Shares (the "Certificates"), shares of Company Common Stock whose Shares shares were converted pursuant to Section 2.1 into the right to receive a pro rata portion of the Merger Consideration (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Paying Exchange Agent and shall be in such form and have such other provisions as Parent and the Company may shall reasonably specify) and (ii) instructions for use in effecting the surrender exchange of the Certificates in exchange for payment a pro rata portion of the Merger Consideration. Upon surrender of a Certificate for cancellation to the Paying Exchange Agent or to such other agent or agents as may be appointed by Parent, together with such letter of transmittal, transmittal duly executedcompleted and validly executed in accordance with the instructions thereto, the holder of such Certificate shall be entitled to receive in exchange therefor a pro rata portion of the Merger Consideration for each Share formerly represented by such Certificate in accordance with Section 2.01, and the Certificate so surrendered shall forthwith be cancelled. If payment of Until so surrendered, each outstanding Certificate will be deemed from and after the Merger Consideration is Effective Time, for all corporate purposes, subject to be made Section 2.02(d) as to a person other than the person in whose name the surrendered Certificate is registered, it shall be a condition of payment that the Certificate so surrendered shall be properly endorsed or shall be otherwise in proper form for transfer and that the person requesting such payment shall have paid any transfer and other taxes required by reason of the payment of dividends, to evidence only the Merger Consideration to a person other than the registered holder ownership of the number of full shares of Parent Common Stock and the aggregate Per Share Cash Amount into which the shares of Company Common Stock evidenced by such Certificate surrendered or shall have established to the satisfaction of the Surviving Corporation that such tax either has been paid or is not applicable. Until surrendered as contemplated by this Section 2.2, each Certificate shall be deemed at any time after the Effective Time to represent only so converted and the right to receive the Merger Consideration an amount in cash as contemplated by this in lieu of the issuance of any fractional shares in accordance with Section 2.22.01(f) and any dividends or distributions payable pursuant to Section 2.02(d).

Exchange Procedures. As soon as reasonably practicable Promptly (and in any event within three Business Days) after the Effective Time, the Paying Buyer shall cause the Exchange Agent shall to mail to each holder of record of a certificate or certificates, which immediately prior to the Effective Time represented outstanding Shares shares of Company Capital Stock (the "Certificates")each, whose Shares were converted pursuant to Section 2.1 into the right to receive the Merger Consideration 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 delivery of the Certificates to the Paying Agent and shall be in such customary 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 applicable Merger Consideration payable with respect thereto, provided that the Buyer shall assist the Company in developing arrangements for the delivery of such materials at Closing to significant shareholders of the Company to facilitate the payment of Merger Consideration to such shareholders immediately following the Merger ConsiderationEffective Time. Upon surrender of a Certificate for cancellation to the Paying Agent or to such other agent or agents as may be appointed by ParentExchange Agent, together with such letter of transmittal, duly executed, the holder of such Certificate shall be entitled to receive paid promptly in exchange therefor cash in an amount equal to the applicable Merger Consideration for each Share formerly represented by that such Certificate holder has the right to receive pursuant to the provisions of this Article II, and the Certificate so surrendered shall forthwith immediately be cancelled. If payment In the event of a transfer of ownership of Company Capital Stock which is not registered in the transfer records of the Company, the Merger Consideration is to may be made paid to a person other than the person in whose name the Certificate so surrendered Certificate is registered, it shall be a condition of payment that if such Certificate is presented to the Certificate so surrendered shall be properly endorsed or shall be otherwise in proper form for Exchange Agent, accompanied by all documents required to evidence and effect such transfer and by evidence that the person requesting such payment shall any applicable stock transfer taxes have paid any transfer and other taxes required by reason of the payment of the Merger Consideration to a person other than the registered holder of the Certificate surrendered or shall have established to the satisfaction of the Surviving Corporation that such tax either has been paid or is not applicablepaid. Until surrendered as contemplated by this Section 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 applicable Merger Consideration in cash as contemplated by this Section 2.2.

Exchange Procedures. As soon as reasonably practicable after the Splitco Merger Effective Time, and to the Paying extent not previously distributed in connection with the Distribution, the Merger Exchange Agent shall mail to each any holder of record of a certificate or certificates, which immediately prior to the Effective Time represented outstanding Shares (the "Certificates"), shares of Splitco Common Stock whose Shares shares were converted pursuant to Section 2.1 into the right to receive the Merger Consideration pursuant to Section 7.5, (ia) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates any certificates shall pass, only upon delivery of the Certificates such certificates to the Paying Merger Exchange Agent and shall be in such form and have such other provisions as Parent and the Company RMT Partner may reasonably specify) and (iib) instructions for use in effecting the surrender of the Certificates any certificates in exchange for payment of the Merger Consideration. Upon surrender of a Certificate any certificate for cancellation to the Paying Agent or to such other agent or agents as may be appointed by ParentMerger Exchange Agent, together with such letter of transmittal, duly executed, and such other documents as may reasonably be required by the Merger Exchange Agent, the holder of such Certificate certificate shall be entitled to receive in exchange therefor the Merger Consideration for each Share formerly represented by (together with cash in lieu of fractional shares) that such Certificate holder has the right to receive pursuant to the provisions of this Article 7, and the Certificate certificate so surrendered shall forthwith be cancelled. If payment of the Merger Consideration is to be made to a person other than the person in whose name the surrendered Certificate is registered, it shall be a condition of payment that the Certificate so surrendered shall be properly endorsed or shall be otherwise in proper form for transfer and that the person requesting such payment shall have paid any transfer and other taxes required by reason of the payment of the Merger Consideration to a person other than the registered holder of the Certificate surrendered or shall have established to the satisfaction of the Surviving Corporation that such tax either has been paid or is not applicablecanceled. Until surrendered as contemplated by this Section 2.27.7, each Certificate any certificate shall be deemed at any time after the Splitco Merger Effective Time to represent only the right to receive the upon such surrender Merger Consideration in cash as contemplated by this Section 2.27.7. No interest shall be paid or accrue on any cash payable upon surrender of any certificate.

Exchange Procedures. As soon as reasonably practicable Promptly after the Effective Time, the Paying Agent shall mail to each holder of record of a certificate or certificates, which immediately prior to the Effective Time represented outstanding Shares (the "Certificates"), whose Shares shares were converted pursuant to Section 2.1 into the right to receive the Merger Consideration (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Paying Agent and shall be in such form and have such other provisions as Parent and the Company Yahoo! may reasonably specify) ); and (ii) instructions for use in effecting the surrender of the Certificates in exchange for payment of the Merger Consideration. Upon surrender of a Certificate for cancellation to the Paying Agent or to such other agent or agents as may be appointed by ParentYahoo!, together with such letter of transmittal, duly executed, the holder of such Certificate shall be entitled to receive in exchange therefor the Merger Consideration for each Share formerly represented by such Certificate and the Certificate so surrendered shall forthwith be cancelled. If payment of the Merger Consideration is to be made to a person other than the person in whose name the surrendered Certificate is registered, it shall be a condition precedent of payment that (x) the Certificate so surrendered shall be properly endorsed or shall be otherwise in proper form for transfer transfer; and that (y) the person requesting such payment shall have paid any transfer and other taxes required by reason of the payment of the Merger Consideration to a person other than the registered holder of the Certificate surrendered or shall have established to the satisfaction of the Surviving Corporation that such tax either has been paid or is not applicablerequired to be paid. Until surrendered as contemplated by this Section 2.2, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive the Merger Consideration in cash as contemplated by this Section 2.2, without interest thereon.

Exchange Procedures. As soon as reasonably practicable after the ------------------- Effective Time, the Paying Agent shall mail to each holder of record of a certificate or certificates, which immediately prior to the Effective Time represented outstanding Shares (the "Certificates"), whose Shares were converted pursuant to Section 2.1 into ------------ the right to receive the Merger Consideration (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Paying Agent and shall be in such form and have such other provisions as Parent and the Company may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for payment of the Merger Consideration. Upon surrender of a Certificate for cancellation to the Paying Agent or to such other agent or agents as may be appointed by Parent, together with such letter of transmittal, duly executed, the holder of such Certificate shall be entitled to receive in exchange therefor the Merger Consideration for each Share formerly represented by such Certificate and the Certificate so surrendered shall forthwith be cancelled. If payment of the Merger Consideration is to be made to a person other than the person in whose name the surrendered Certificate is registered, it shall be a condition of payment that the Certificate so surrendered shall be properly endorsed or shall be otherwise in proper form for transfer and that the person requesting such payment shall have paid any transfer and other taxes required by reason of the payment of the Merger Consideration to a person other than the registered holder of the Certificate surrendered or shall have established to the satisfaction of the Surviving Corporation that such tax either has been paid or is not applicable. Until surrendered as contemplated by this Section 2.2, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive the Merger Consideration in cash as contemplated by this Section 2.2.

Exchange Procedures. As soon as reasonably practicable after the Effective Time (and in any event within five (5) business days after the Effective Time), the Paying Exchange Agent shall mail to each holder of record of a certificate or certificates, which immediately prior to the Effective Time represented outstanding Shares (the "Certificates"), whose Shares were converted pursuant to Section 2.1 into the right to receive the Merger Consideration 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 delivery of the Certificates to the Paying Exchange Agent and shall be in such form and have such other provisions as Parent and the Company Buyer may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for payment of the each holder’s respective Merger Consideration. Upon surrender of a Certificate for cancellation to the Paying Exchange Agent or to such other agent or agents as may be appointed by Parentthe Buyer, together with such letter of transmittal, duly executed, and such other documents as may reasonably be required by the Exchange Agent, the holder of such each Certificate shall be entitled to receive in exchange therefor the Merger Consideration for each Share formerly represented cash representing that number of whole shares of Company Common Stock evidenced by such Certificate multiplied by the Merger Consideration, and the Certificate so surrendered shall forthwith immediately be cancelled. If In the event of a transfer of ownership of Company Common Stock which is not registered in the transfer records of the Company, the payment of representing the Merger Consideration is payable to the registered holder may be made paid to a person other than the person in whose name the Certificate so surrendered Certificate is registered, it shall be a condition of payment that if such Certificate is presented to the Certificate so surrendered shall be properly endorsed or shall be otherwise in proper form for Exchange Agent, accompanied by all documents required to evidence and effect such transfer and by evidence that the person requesting such payment shall any applicable stock transfer taxes have paid any transfer and other taxes required by reason of the payment of the Merger Consideration to a person other than the registered holder of the Certificate surrendered or shall have established to the satisfaction of the Surviving Corporation that such tax either has been paid or is not applicablepaid. Until surrendered as contemplated by this Section 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 Merger Consideration in cash as payment contemplated by this Section 2.2.

Exchange Procedures. As soon as reasonably practicable Promptly after the Effective Time, the Surviving Corporation shall cause the Paying Agent shall to mail to each holder of record of a certificate or certificates, which immediately prior to the Effective Time represented outstanding Shares (the "“Certificates"”), whose Shares shares were converted pursuant to Section 2.1 2.7(c) into the right to receive the Merger Consideration Consideration, (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Paying Agent Agent, and shall be in such form and have such other provisions as Parent and the Company may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for payment of the Merger Consideration. Upon surrender of a Certificate for cancellation to the Paying Agent or to such other agent or agents as may be appointed by ParentAgent, together with such letter of transmittal, duly executedexecuted and completed in accordance with the instructions (and such other customary documents as may reasonably be required by the Paying Agent), the holder of such Certificate shall be entitled to receive in exchange therefor the Merger Consideration Consideration, without interest, for each Share formerly represented by such Certificate Certificate, and the Certificate so surrendered shall forthwith be cancelledcanceled. If payment of the Merger Consideration is to be made to a person Person other than the person Person in whose name the surrendered Certificate is registered, it shall be a condition of payment that (x) the Certificate so surrendered shall be properly endorsed or shall be otherwise in proper form for transfer and that (y) the person Person requesting such payment shall have paid any transfer and other taxes required by reason of the payment of the Merger Consideration to a person Person other than the registered holder of the Certificate surrendered or shall have established to the satisfaction of the Surviving Corporation that such tax either has been paid or is not applicable. Until surrendered as contemplated by this Section 2.22.8, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive the Merger Consideration in cash as contemplated by this Section 2.2Article II, without interest.

Exchange Procedures. As soon as reasonably practicable after On the Effective TimeClosing Date, the Paying Agent holders of securities in C/G shall mail surrender to each holder of record of a certificate or certificatesParent their Shares, which shall be immediately prior to the Effective Time represented outstanding Shares cancelled (the "Certificates"“Cancelled Shares”), whose and the holders of such Cancelled Shares were converted shall be provided with (i) duly executed certificates representing the shares of Parent Common Stock issuable pursuant to Section 2.1 into the right to receive the Merger Consideration 4.1(a) (i) a letter of transmittal (which shall specify that delivery or appropriate alternative arrangements shall be effected, made by Parent if uncertificated shares of Parent Common Stock will be issued) in exchange for such Cancelled Shares (or an affidavit of lost certificate and risk agreement of loss and title indemnity pursuant to the Certificates shall pass, only upon delivery of the Certificates to the Paying Agent and shall be in such form and have such other provisions as Parent and the Company may reasonably specifySection 4.10) and (ii) instructions for use if applicable, payment by cash or check in effecting the surrender lieu of the Certificates in exchange for payment fractional shares of the Merger Consideration. Upon surrender of a Certificate for cancellation to the Paying Agent or to Parent Common Stock which such other agent or agents as may be appointed by Parent, together with such letter of transmittal, duly executed, the holder of such Certificate shall be is entitled to receive in exchange therefor the Merger Consideration for each Share formerly represented by such Certificate and the Certificate so surrendered shall forthwith be cancelledpursuant to Section 4.4. If payment any portion of the Merger Consideration is to be made to registered in the name of a person Person other than the person Person in whose name the applicable surrendered Certificate Share is registered, it shall be a condition of payment to the registration thereof that the Certificate so surrendered shall Share be properly endorsed or shall be otherwise in proper form for transfer and that the person Person requesting such payment shall have paid any transfer and other taxes required by reason of the payment delivery of the Merger Consideration pay any and all transfer and other similar Taxes required to be paid as a person result of such registration in the name of a Person other than the registered holder of the Certificate surrendered such Share or shall have established establish to the satisfaction of the Surviving Corporation Parent that such tax either has Taxes have been paid or is are not applicablepayable. Until surrendered as contemplated by this Section 2.24.6, each Certificate Share shall be deemed at any time after the Effective Time to represent only the right to receive the Merger Consideration in cash as contemplated by this (and any amounts to be paid pursuant to Section 2.24.4) upon such surrender. No interest shall be paid or shall accrue on any amount payable pursuant to Section 4.4.

Exchange Procedures. As soon as reasonably practicable after the ------------------- Effective Time, the Paying Buyer shall cause the Exchange Agent shall to mail to each holder of record of a certificate or certificates, certificates (the "Certificates") which immediately prior to the Effective Time represented outstanding Shares shares of Company Common Stock (the "Certificates"other than Certificates which represented shares to be cancelled in accordance with Section 2.1(b), whose Shares were converted pursuant to Section 2.1 into the right to receive the Merger Consideration ) (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Paying Exchange Agent and shall be in such form and have such other customary provisions as Parent and the Company Buyer may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for payment of the Merger Consideration. Upon surrender of a Certificate for cancellation to the Paying Exchange Agent or to such other agent or agents as may be appointed by Parentthe Buyer, together with such letter of transmittal, duly executed, and such other documents as may reasonably be required by the Exchange Agent, the holder of such Certificate shall be entitled to receive in exchange therefor (subject to any taxes required to be withheld) the Merger Consideration for each Share formerly represented by such Certificate payable pursuant to Section 2.1(c), and the Certificate so surrendered shall forthwith immediately be cancelled. If payment In the event of a transfer of ownership of Company Common Stock which is not registered in the transfer records of the Company, the Merger Consideration is payable pursuant to Section 2.1(c) may be made paid to a person other than the person in whose name the Certificate so surrendered Certificate is registered, it shall be a condition of payment that if such Certificate is presented to the Certificate so surrendered shall be properly endorsed or shall be otherwise in proper form for Exchange Agent, accompanied by all documents required to evidence and effect such transfer and by evidence that the person requesting such payment shall any applicable stock transfer taxes have paid any transfer and other taxes required by reason of the payment of the Merger Consideration to a person other than the registered holder of the Certificate surrendered or shall have established to the satisfaction of the Surviving Corporation that such tax either has been paid or is not applicablepaid. Until surrendered as contemplated by this Section 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 Merger Consideration in cash payable pursuant to Section 2.1(c) as contemplated by this Section 2.2.

Exchange Procedures. As soon as reasonably practicable Promptly after the Effective Time, ------------------- Parent shall instruct the Paying Agent shall to mail to each holder of record of a certificate or certificates, which immediately prior to the Effective Time represented outstanding Shares (the "Certificates"), whose Shares that were converted pursuant to Section 2.1 3.1 into the right to receive the Merger Consideration (i) a letter of transmittal (transmittal, which shall specify that delivery shall be effected, and risk of loss and title to the Certificates Shares shall pass, only upon delivery of the Certificates to the Paying Agent and shall be in such form and have such other provisions as Parent and of the Company may reasonably specifycertificates evidencing ownership thereof (the "Certificates") and (ii) instructions for use in effecting the surrender ------------ of the Certificates in exchange for payment of the applicable Merger Consideration. Upon surrender of a Certificate for cancellation to the Paying Agent or to such other agent or agents as may be appointed by Parent, together with such letter of transmittal, duly executed, the holder of such Certificate shall be entitled to receive in exchange therefor the applicable Merger Consideration for each Share formerly represented by such Certificate Certificate, and the Certificate so surrendered shall forthwith be cancelled. If payment of the Merger Consideration is to be made to a person Person (as hereinafter defined) other than the person Person in whose name the surrendered Certificate is registered, it shall be a condition precedent to the making of such payment that (x) the Certificate so surrendered shall be properly endorsed or shall be otherwise in proper form for transfer and that (y) the person Person requesting such payment shall have paid any transfer and other taxes Taxes (as hereinafter defined) required by reason of the payment of the Merger Consideration to a person Person other than the registered holder of the Certificate surrendered or shall have established to the satisfaction of the Surviving Corporation that such tax Tax either has been paid or is not applicablerequired to be paid. Until surrendered as contemplated by this Section 2.23.3, each Certificate shall be deemed at any time from and after the Effective Time to represent only the right to receive the applicable Merger Consideration in cash as contemplated by this Section 2.2Consideration, without any interest thereon.

Exchange Procedures. As soon as reasonably practicable after the Effective TimeTime but in no event more than three business days thereafter, the Paying Agent shall mail to each holder of record of a certificate or certificates, which immediately prior to the Effective Time represented outstanding Shares shares of Company Common Stock (the "Certificates"), whose Shares shares were converted pursuant to Section 2.1 hereto into the right to receive the Merger Consideration (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Paying Agent and shall be in such form and have such other provisions as Parent and the Company may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for payment of the Merger Consideration. Upon surrender of a Certificate for cancellation to the Paying Agent or to such other agent or agents as may be appointed by Parent, together with such letter of transmittal, duly executed, the holder of such Certificate shall be entitled to receive in exchange therefor the Merger Consideration for each Share share of Company Common Stock formerly represented by such Certificate and the Certificate so surrendered shall forthwith be cancelled. If payment of the Merger Consideration is to be made to a person other than the person in whose name the surrendered Certificate is registered, it shall be a condition of payment that the Certificate so surrendered shall be properly endorsed or shall be otherwise in proper form for transfer and that the person requesting such payment shall have paid any transfer and other taxes required by reason of the payment of the Merger Consideration to a person other than the registered holder of the Certificate surrendered or shall have established to the satisfaction of the Surviving Corporation that such tax either has been paid or is not applicable. Until surrendered as contemplated by this Section 2.2, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive the Merger Consideration in cash as contemplated by this Section 2.2.

Exchange Procedures. As soon as reasonably practicable after the Effective Time, the Paying Agent shall mail to each holder of record of a certificate or certificates, which immediately prior to the Effective Time represented outstanding Shares (the "Certificates"), whose Shares were converted pursuant to Section 2.1 into the right to receive the Merger Consideration (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Paying Agent and shall be in such form and have such other provisions as Parent and the Company may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for payment of the Merger Consideration. Upon surrender of a Certificate for cancellation to the Paying Agent or to such other agent or agents as may be appointed by Parent, together with such letter of transmittal, duly executed, the holder of such Certificate shall be entitled to receive in exchange therefor the Merger Consideration for each Share formerly represented by such Certificate and the Certificate so surrendered shall forthwith be cancelled. If payment of the Merger Consideration is to be made to a person Person other than the person Person in whose name the surrendered Certificate is registered, it shall be a condition of payment that the Certificate so surrendered shall be properly endorsed or shall be otherwise in proper form for transfer and that the person Person requesting such payment shall have paid any transfer and other taxes required by reason of the payment of the Merger Consideration to a person Person other than the registered holder of the Certificate surrendered or shall have established to the satisfaction of the Surviving Corporation that such tax either has been paid or is not applicable. Until surrendered as contemplated by this Section 2.2, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive the Merger Consideration in cash as contemplated by this Section 2.2.

Exchange Procedures. As soon promptly as reasonably practicable after the Effective Time, Parent shall cause the Paying Agent shall to mail to each holder of record of a certificate or certificates, which immediately prior to the Effective Time represented outstanding Shares (the "Certificates"), whose Shares were converted pursuant to Section 2.1 into the right to receive the Merger Consideration 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 Paying Agent and which shall be in such form and have such other provisions as Parent and the Company may reasonably specifyagree to use) and (ii) instructions for use in effecting the surrender of the surrendering Certificates in exchange for payment of the Merger Considerationcash amounts specified in Section 2.02(c). Upon surrender of a Certificate for cancellation to the Paying Agent or to such other agent or agents as may be appointed by ParentAgent, together with such letter of transmittal, duly completed and validly executed, and such other documents as may be reasonably required by the Paying Agent, the holder of record of such Certificate shall be entitled to receive in exchange therefor the Merger Consideration for each Share amount of cash into which the shares of Company Common Stock or Company Preferred Stock formerly represented by such Certificate shall have been converted pursuant to Section 2.02(c), and the Certificate so surrendered shall forthwith be cancelledcanceled. If payment In the event of a transfer of ownership of shares of Company Common Stock or Company Preferred Stock that is not registered in the transfer records of the Merger Consideration is to Company, the proper amount of cash may be made paid in exchange therefor to a person other than the person in whose name the surrendered Certificate is registered, it shall be a condition of payment that the Certificate so surrendered is registered if such Certificate shall be properly endorsed or shall otherwise be otherwise in proper form for transfer and that the person requesting such payment issuance shall have paid pay any transfer and or other taxes required by reason of the payment of the Merger Consideration to a person other than the registered holder of the such Certificate surrendered or shall have established establish to the reasonable satisfaction of the Surviving Corporation Paying Agent that such tax either has been paid or is not applicable. Until surrendered as contemplated by this Section 2.22.03(b), each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration in amount of cash as contemplated by this such holder shall be entitled to receive pursuant to Section 2.22.02(c). No interest will be paid or will accrue on the cash payable upon surrender of any Certificate.

Exchange Procedures. As soon as reasonably practicable after the Effective Time, the Paying Agent shall mail to each holder of record of a certificate or certificates, which immediately prior to the Effective Time represented outstanding Shares shares of Company Common Stock (the "Certificates"), whose Shares shares were converted pursuant to Section 2.1 hereof into the right to receive the Merger Consideration (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Paying Agent and shall be in such form and have such other provisions as Parent and the Company may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for payment of the Merger Consideration. Upon surrender of a Certificate for cancellation to the Paying Agent or to such other agent or agents as may be appointed by Parent, together with such letter of transmittal, duly executed, the holder of such Certificate shall be entitled to receive in exchange therefor the Merger Consideration for each Share share of Company Common Stock formerly represented by such Certificate and the Certificate so surrendered shall forthwith be cancelled. If payment of the Merger Consideration is to be made to a person other than the person in whose name the surrendered Certificate is registered, it shall be a condition of payment that the Certificate so surrendered shall be properly endorsed or shall be otherwise in proper form for transfer and that the person requesting such payment shall have paid any transfer and other taxes required by reason of the payment of the Merger Consideration to a person other than the registered holder of the Certificate surrendered or shall have established to the satisfaction of the Surviving Corporation that such tax either has been paid or is not applicable. Until surrendered as contemplated by this Section 2.2, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive the Merger Consideration in cash as contemplated by this Section 2.2.by

Exchange Procedures. As soon as reasonably practicable after the ------------------- Effective Time, the Paying Exchange Agent shall mail to each holder of record of a certificate or certificates, certificates (the "Certificates") which immediately prior to the ------------ Effective Time represented outstanding Shares (the "Certificates"shares of Company Common Stock, other than shares to be canceled or retired in accordance with Section 2.8(b), whose Shares were converted pursuant to Section 2.1 into the right to receive the Merger Consideration (i) a letter Letter of transmittal Transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Paying Exchange Agent and shall be in such form and have such other provisions as Parent and the Company may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for payment of the Merger Consideration. Upon surrender of a Certificate for cancellation to the Paying Exchange Agent or to such other agent or agents as may be appointed by Parent, together with such letter Letter of transmittalTransmittal, duly executed, and such other documents as may be reasonably required by the Exchange Agent, the holder of such Certificate shall be entitled to receive in exchange therefor the Merger Consideration for each Share formerly represented by such Certificate Consideration, and the Certificate so surrendered shall forthwith be cancelledcanceled. If payment any portion of the Merger Consideration is to be made paid to a person Person other than the person registered holder of the shares represented by the Certificate or Certificates surrendered in whose name the surrendered Certificate is registeredexchange therefor, it shall be a condition of to such payment that the Certificate or Certificates so surrendered shall be properly endorsed or shall otherwise be otherwise in proper form for transfer and that the person Person requesting such payment shall have paid pay to the Exchange Agent any transfer and or other 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 the Certificate surrendered such shares or shall have established establish to the satisfaction of the Surviving Corporation Exchange Agent that such tax either has been paid or is not applicablepayable. Until surrendered as contemplated by this Section 2.22.10, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive receive, upon such surrender, the Merger Consideration in cash as contemplated by this Section 2.2Consideration.

Exchange Procedures. As soon as reasonably practicable after the Effective Time, the Paying Agent shall mail to each holder of record of a certificate or certificates, which immediately prior to the Effective Time represented outstanding Shares shares of Company Common Stock (the "“Certificates"”), whose Shares shares were converted pursuant to Section 2.1 hereof into the right to receive the Merger Consideration (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Paying Agent and shall be in such form and have such other provisions as Parent and the Company may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for payment of the Merger Consideration. Upon surrender of a Certificate for cancellation to the Paying Agent or to such other agent or agents as may be appointed by Parent, together with such letter of transmittal, duly executed, the holder of such Certificate shall be entitled to receive in exchange therefor the Merger Consideration for each Share share of Company Common Stock formerly represented by such Certificate and the Certificate so surrendered shall forthwith be cancelled. If payment of the Merger Consideration is to be made to a person Person other than the person Person in whose name the surrendered Certificate is registered, it shall be a condition of payment that the Certificate so surrendered shall be properly endorsed or shall be otherwise in proper form for transfer and that the person Person requesting such payment shall have paid any transfer and other taxes required by reason of the payment of the Merger Consideration to a person Person other than the registered holder of the Certificate surrendered or shall have established to the satisfaction of the Surviving Corporation that such tax either has been paid or is not applicable. Until surrendered as contemplated by this Section 2.2, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive the Merger Consideration in cash as contemplated by this Section 2.2, without interest thereon.

Exchange Procedures. As soon as reasonably practicable after the Effective Time, Parent shall cause the Paying Agent shall to mail to each holder of record of a certificate Certificate or certificatesCertificates, which immediately prior to the Effective Time represented outstanding Shares (the "Certificates"), whose Shares were converted pursuant to Section 2.1 into the right to receive the Merger Consideration (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Paying Agent and shall be in such form and have such other provisions not inconsistent with this Agreement as Parent and the Company may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for payment of the Merger Consideration. Upon surrender of a Certificate for cancellation to the Paying Agent or to such other agent or agents as may be appointed by Parent, together with such letter of transmittal, duly executed, the holder of such Certificate shall be entitled to receive in exchange therefor the Merger Consideration for each Share formerly represented by such Certificate Certificate, and the Certificate so surrendered shall forthwith be cancelled. If payment of the Merger Consideration is to be made to a person other than the person in whose name the surrendered Certificate is registered, it shall be a condition of payment that the Certificate so surrendered shall be properly endorsed or shall be otherwise in proper form for transfer and that the person requesting such payment shall have paid any transfer and other taxes required by reason of the payment of the Merger Consideration to a person other than the registered holder of the Certificate surrendered or shall have established to the satisfaction of the Surviving Corporation that such tax either has been paid or is not applicable. Until surrendered as contemplated by this Section 2.23.2, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive the Merger Consideration in cash as contemplated by this Section 2.23.2.

Exchange Procedures. As soon as reasonably practicable after the Effective Time, the Paying Agent shall mail to each holder of record of a certificate or certificates, which immediately prior to the Effective Time represented outstanding Shares shares of Company Common Stock (the "Certificates"), whose Shares shares were converted pursuant to Section 2.1 hereof into the right to receive the Merger Consideration (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Paying Agent and shall be in such form and have such other provisions as Parent and the Company may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for payment of the Merger Consideration. Upon surrender of a Certificate for cancellation to the Paying Agent or to such other agent or agents as may be appointed by Parent, together with such letter of transmittal, duly executed, the holder of such Certificate shall be entitled to receive in exchange therefor the Merger Consideration for each Share share of Company Common Stock formerly represented by such Certificate and the Certificate so surrendered shall forthwith be cancelled. If payment of the Merger Consideration is to be made to a person Person other than the person Person in whose name the surrendered Certificate is registered, it shall be a condition of payment that the Certificate so surrendered shall be properly endorsed or shall be otherwise in proper form for transfer and that the person Person requesting such payment shall have paid any transfer and other taxes required by reason of the payment of the Merger Consideration to a person Person other than the registered holder of the Certificate surrendered or shall have established to the satisfaction of the Surviving Corporation that such tax either has been paid or is not applicable. Until surrendered as contemplated by this Section 2.2, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive the Merger Consideration in cash as contemplated by this Section 2.2, without interest thereon.

Exchange Procedures. As soon as reasonably practicable after the Effective Time, the Paying Agent shall mail to each holder of record an outstanding certificate or certificates which prior thereto represented Shares shall, upon surrender to the Exchange Agent of such certificate or certificates and acceptance thereof by the Exchange Agent, be entitled to a certificate representing that number of whole shares of Conseco Common Stock (and cash in lieu of fractional shares of Conseco Common Stock as contemplated by this Section 1.9) which the aggregate number of Shares previously represented by such certificate or certificates, which immediately prior to the Effective Time represented outstanding Shares (the "Certificates"), whose Shares were certificates surrendered shall have been converted pursuant to Section 2.1 into the right to receive pursuant to Section 1.8(a) of this Agreement. 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 normal exchange practices. If the consideration to be paid in the Merger Consideration (ior any portion thereof) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Paying Agent and shall be in such form and have such other provisions as Parent and the Company may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for payment of the Merger Consideration. Upon surrender of a Certificate for cancellation to the Paying Agent or to such other agent or agents as may be appointed by Parent, together with such letter of transmittal, duly executed, the holder of such Certificate shall be entitled to receive in exchange therefor the Merger Consideration for each Share formerly represented by such Certificate and the Certificate so surrendered shall forthwith be cancelled. If payment of the Merger Consideration is to be made delivered to a any person other than the person in whose name the certificate representing Shares surrendered Certificate in exchange therefor is registered, it shall be a condition of payment to such exchange that the Certificate certificate so surrendered shall be properly endorsed or shall otherwise be otherwise in proper form for transfer and that the person requesting such payment exchange shall have paid pay to the Exchange Agent any transfer and or other taxes required by reason of the payment of the Merger Consideration such consideration to a person other than the registered holder of the Certificate surrendered certificate surrendered, or shall have established establish to the satisfaction of the Surviving Corporation Exchange Agent that such tax either has been paid or is not applicable. After the Effective Time, there shall be no further transfer on the records of the Company or its transfer agent of certificates representing Shares and if such certificates are presented to the Company for transfer, they shall be canceled against delivery of the Merger Consideration as hereinabove provided. Until surrendered as contemplated by this Section 2.21.9(b), each Certificate certificate representing Shares (other than certificates representing Shares to be canceled in accordance with Section 1.8(b)), shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration in cash payable with respect to such Shares, without any interest thereon, as contemplated by this Section 2.21.8. No interest will be paid or will accrue on any cash payable as Merger Consideration.

Exchange Procedures. As soon as reasonably practicable after the Effective Time, Parent shall cause the Paying Agent shall to mail to each holder of record of a certificate or certificates, which immediately prior to the Effective Time represented outstanding Shares (the "Certificates"), whose Shares were converted pursuant to Section 2.1 into the right to receive the Merger Consideration 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 Paying Agent Agent, and which shall be in such customary form and have such other provisions as Parent and the Company may reasonably specify) ), and (ii) instructions for use in effecting the surrender of the Certificates in exchange for payment of the Merger Consideration. Upon Each holder of record of one or more Certificates shall, upon surrender of a Certificate for cancellation to the Paying Agent of such Certificate or to such other agent or agents as may be appointed by ParentCertificates, together with such letter of transmittal, duly executed, and such other documents as may reasonably be required by the holder of such Certificate shall Paying Agent, be entitled to receive in exchange therefor the Merger Consideration for each Share formerly represented by amount of cash to which such Certificate holder is entitled pursuant to Section 2.01(c), and the Certificate Certificates so surrendered shall forthwith be cancelledcanceled. If 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 is to in accordance with this Section 2.02(b) may be made to a person Person other than the person Person in whose name the surrendered Certificate is registered, it shall be a condition of payment that the Certificate so surrendered is registered if such Certificate shall be properly endorsed or shall otherwise be otherwise in proper form for transfer (and that accompanied by all documents required to evidence and effect such transfer) and the person Person requesting such payment shall have paid pay any transfer and or other taxes required by reason of the payment of the Merger Consideration to a person Person other than the registered holder of such Certificate. No payment of Merger Consideration shall be paid to any holder of a Certificate with respect to the Conversion Shares represented by such Certificate surrendered or until the holder of such Certificate shall have established to the satisfaction of the Surviving Corporation that surrendered such tax either has been paid or is not applicableCertificate in accordance with this Article II. Until surrendered as contemplated by this Section 2.22.02(b), each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive the Merger Consideration to which such holder is entitled to receive in cash as contemplated by respect of such Certificate pursuant to this Section 2.2Article II. Following the surrender of any Certificate, there shall be paid to the record holder of the Certificate representing whole shares of Company Common Stock issued in exchange therefor, without interest, at the time of such surrender, the Merger Consideration payable in respect therefor in accordance with this Article II. No interest shall be paid or will accrue on any payment to holders of Certificates pursuant to the provisions of this Article II.

Exchange Procedures. As soon as reasonably practicable after the Effective Time, the Paying Agent shall mail to each holder of record of a certificate certifi- cate or certificates, which immediately prior to the Effective Time represented outstanding Shares (the "Certificates"), whose Shares were converted pursuant to Section 2.1 into the right to receive the Merger Consideration (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Paying Agent and shall be in such form and have such other provisions as Parent and the Company may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for payment of the Merger Consideration. Upon surrender of a Certificate for cancellation to the Paying Agent or to such other agent or agents as may be appointed by Parent, together with such letter of transmittal, duly executed, the holder of such Certificate shall be entitled to receive in exchange therefor the Merger Consideration for each Share formerly represented by such Certificate and the Certificate so surrendered shall forthwith be cancelled. If payment of the Merger Consideration is to be made to a person other than the person in whose name the surrendered Certificate is registered, it shall be a condition of payment that the Certificate so surrendered shall be properly endorsed or shall be otherwise in proper form for transfer and that the person requesting such payment shall have paid any transfer and other taxes required by reason of the payment of the Merger Consideration to a person other than the registered holder of the Certificate surrendered or shall have established to the satisfaction of the Surviving Corporation that such tax either has been paid or is not applicable. Until surrendered as contemplated by this Section 2.2, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive the Merger Consideration in cash as contemplated by this Section 2.2.

Exchange Procedures. As soon as reasonably practicable after the Effective Time, the Paying Agent shall mail to each holder of record of a certificate or certificates, which immediately prior to the Effective Time represented outstanding Shares shares of Company Common Stock (the "Certificates"), whose Shares shares were converted pursuant to Section 2.1 hereof into the right to receive the Merger Consideration (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Paying Agent and shall be in such form and have such other provisions as Parent and the Company may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for payment of the Merger Consideration. Upon surrender of a Certificate for cancellation to the Paying Agent or to such other agent or agents as may be appointed by Parent, together with such letter of transmittal, duly executed, the holder of such Certificate shall be entitled to receive in exchange therefor the Merger Consideration for each Share share of Company Common Stock formerly represented by such Certificate and the Certificate so surrendered shall forthwith be cancelled. If payment of the Merger Consideration is to be made to a person other than the person in whose name the surrendered Certificate is registered, it shall be a condition of payment that the Certificate so surrendered shall be properly endorsed or shall be otherwise in proper form for transfer and that the person requesting such payment shall have paid any transfer and other taxes required by reason of the payment of the Merger Consideration to a person other than the registered holder of the Certificate surrendered or shall have established to the satisfaction of the Surviving Corporation that such tax either has been paid or is not applicable. Until surrendered as contemplated by this Section 2.2, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive the Merger Consideration in cash as contemplated by this Section 2.2, without interest thereon.

Exchange Procedures. As soon promptly as reasonably practicable after the Effective Time, Parent shall cause the Paying Agent shall to mail to each holder of record of a certificate or certificates, which immediately prior to the Effective Time represented outstanding Shares (the "Certificates"), whose Shares were converted pursuant to Section 2.1 into the right to receive the Merger Consideration 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 Paying Agent and which shall be in such form and have such other provisions as Parent and the Company may reasonably specifyagree to use) and (ii) instructions for use in effecting the surrender of the surrendering Certificates in exchange for payment of the Merger Considerationcash amounts specified in Section 2.01(c). Upon surrender of a Certificate for cancellation to the Paying Agent or to such other agent or agents as may be appointed by ParentAgent, together with such letter of transmittal, duly completed and validly executed, and such other documents as may be reasonably required by the Paying Agent, the holder of record of such Certificate shall be entitled to receive in exchange therefor the Merger Consideration for each Share amount of cash into which the shares of Company Common Stock or Company Class B Stock formerly represented by such Certificate shall have been converted pursuant to Section 2.01(c), and the Certificate so surrendered shall forthwith be cancelledcanceled. If payment In the event of a transfer of ownership of shares of Company Common Stock or Company Class B Stock that is not registered in the transfer records of the Merger Consideration is to Company, the proper amount of cash may be made paid in exchange therefor to a person other than the person in whose name the surrendered Certificate is registered, it shall be a condition of payment that the Certificate so surrendered is registered if such Certificate shall be properly endorsed or shall otherwise be otherwise in proper form for transfer and that the person requesting such payment issuance shall have paid pay any transfer and or other taxes required by reason of the payment of the Merger Consideration to a person other than the registered holder of the such Certificate surrendered or shall have established establish to the reasonable satisfaction of the Surviving Corporation Paying Agent that such tax either has been paid or is not applicable. Until surrendered as contemplated by this Section 2.22.02(b), each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration in amount of cash as contemplated by this such holder shall be entitled to receive pursuant to Section 2.22.01(c). No interest will be paid or will accrue on the cash payable upon surrender of any Certificate.

Exchange Procedures. As soon as reasonably practicable after The Surviving Corporation shall, in accordance with the Effective TimeExchange Agent Agreement, the Paying Agent shall mail cause to be delivered or mailed to each holder of record of a certificate or certificates, certificates (the "Certificates") which immediately prior to the Effective Time represented outstanding Shares (the "Certificates"), shares of Apro Common Stock or whose Shares shares were converted pursuant to Section 2.1 into the right to receive the Merger Consideration pursuant to Section 2.06, (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates or shall pass, only upon delivery of the Certificates to the Paying Exchange Agent and shall be in such form and have such other provisions as Parent and the Company may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for payment the certificates representing shares of the Merger ConsiderationCompany Common Stock payable to such holder pursuant to Section 2.06. Upon surrender of a Certificate for cancellation to the Paying Exchange Agent or to such other agent or agents as may be appointed by ParentCompany, together with such letter of transmittal, duly executedcompleted and validly executed in accordance with the instructions thereto, the holder of such Certificate shall be entitled to receive in exchange therefor a certificate representing the Merger Consideration for each Share formerly represented by number of whole shares of Company Common Stock which such Certificate holder has the right to receive pursuant to Section 2.06, and the Certificate so surrendered shall forthwith be cancelled. If payment Until so surrendered, each outstanding Certificate that, prior to the Effective Time, represented shares of Apro Common Stock will be deemed from and after the Merger Consideration is to be made to a person Effective Time, for all corporate purposes, other than the person in whose name payment of dividends, to evidence the surrendered Certificate is registeredownership of the number of full shares of Company Common Stock, it shall be a condition if any, into which such shares of payment that the Certificate so surrendered shall be properly endorsed or shall be otherwise in proper form for transfer and that the person requesting such payment Apro Common Stock shall have paid any transfer and other taxes required by reason of the payment of the Merger Consideration to a person other than the registered holder of the Certificate surrendered or shall have established to the satisfaction of the Surviving Corporation that such tax either has been paid or is not applicable. Until surrendered as contemplated by this so converted in accordance with Section 2.2, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive the Merger Consideration in cash as contemplated by this Section 2.22.06(e).

Exchange Procedures. As soon as reasonably practicable (a) From and after the Effective Time, the Paying Agent shall mail to each holder of record of a an outstanding certificate or certificates, which immediately prior to the Effective Time represented outstanding Shares shares of Chilxxx Xxxnty Common Stock (the each a "CertificatesChilxxx Xxxnty Certificate"), whose Shares were converted pursuant to Section 2.1 into the right to receive the Merger Consideration (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Paying Agent and shall be in such form and have such other provisions as Parent and the Company may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for payment of the Merger Consideration. Upon surrender of a Certificate for cancellation to the Paying Agent or to such other agent or agents as may be appointed by Parent, together with such letter of transmittal, duly executed, the holder of such Certificate shall be entitled to receive in exchange therefor upon surrender thereof to SouthFirst, a certificate or certificates representing the Merger Consideration number of whole shares of SouthFirst Common Stock, or, as applicable, cash, to which such holder is entitled pursuant to Sections 3.1 and 3.4. Notwithstanding the other provisions of this Agreement (i) until holders of Chilxxx Xxxnty Certificates have surrendered them for each Share formerly exchange as provided herein, no dividends or other distributions shall be paid by SouthFirst with respect to any shares represented by such Certificate Chilxxx Xxxnty Certificates and the Certificate so no payment for shares or fractional shares shall be made, and (ii) without regard to when such Chilxxx Xxxnty Certificates are surrendered for exchange as provided herein, no interest shall forthwith be cancelledpaid on any dividends or other distributions or any cash payments for whole or fractional shares. If payment any certificate for shares of the Merger Consideration SouthFirst Common Stock is to be made to issued in a person name other than that in which the person Certificate surrendered in whose name the surrendered Certificate exchange therefor is registered, it shall be a condition of payment that the Certificate so surrendered shall be properly endorsed or shall be otherwise in proper form for transfer and such exchange that the person requesting such payment exchange shall have paid pay any transfer and or other taxes similar-type required by reason of the payment issuance of the Merger Consideration to certificates for such shares of SouthFirst Common Stock in a person name other than that of the registered holder of the Chilxxx Xxxnty Certificate surrendered surrendered, or shall have established establish to the satisfaction of the Surviving Corporation SouthFirst that such tax either has been paid or is not applicable. Until surrendered as contemplated by this Section 2.2, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive the Merger Consideration in cash as contemplated by this Section 2.2.

Exchange Procedures. As soon as reasonably practicable Promptly (and in any event within five (5) Business Days) after the Effective Time, Parent shall cause the Paying Exchange Agent shall to mail to each holder of record of a certificate or certificates, which immediately prior to the Effective Time represented outstanding Shares shares of Company Common Stock (the "Certificates")each, whose Shares were converted pursuant to Section 2.1 into the right to receive the Merger Consideration 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 delivery of the Certificates to the Paying Agent and shall be in such customary form and have such other provisions as Parent and the Company may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for payment of the Merger ConsiderationConsideration payable with respect thereto. Upon surrender of a Certificate for cancellation to the Paying Agent or to such other agent or agents as may be appointed by ParentExchange Agent, together with such letter of transmittal, duly executed, the holder of such Certificate shall be entitled to receive in exchange therefor the Merger Consideration for each Share formerly represented by that such Certificate holder has the right to receive pursuant to the provisions of this Article IV, subject to Section 4.2(f) hereof, and the Certificate so surrendered shall forthwith immediately be cancelled. If No interest will be paid or accrued on the cash payable upon the surrender of such Certificate or Certificates. In the event of a transfer of ownership of Company Common Stock which is not registered in the transfer records of the Company, it will be a condition of payment of the Merger Consideration is to be made to a person other than the person in whose name that the surrendered Certificate is registered, it shall be a condition of payment that the Certificate so surrendered shall be properly endorsed endorsed, with signatures guaranteed, or shall be otherwise in proper form for transfer and that the person Person requesting such payment shall have paid will pay any transfer and or other taxes required by reason of the payment of the Merger Consideration to a person Person other than the registered holder of the surrendered Certificate surrendered or shall have established such Person will establish to the satisfaction of the Surviving Corporation Parent that such tax either has taxes have been paid or is are not applicable. Until surrendered as contemplated by this Section 2.24.2, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration in cash as contemplated by this Section 2.24.2. For purposes of this Agreement, the term “Person” shall mean an individual, corporation (including not-for-profit), general or limited partnership, limited liability company, joint venture, association, estate, trust, organization, Governmental Entity (as hereinafter defined) or other entity of any kind or nature.

Exchange Procedures. As soon as reasonably practicable Promptly after the Effective Time, the Paying Agent shall mail to each holder of record of a certificate or certificates, which immediately prior to the Effective Time represented outstanding Shares (the "CertificatesCERTIFICATES"), whose Shares shares were converted pursuant to Section 2.1 2.1(c) into the right to receive the Merger Consideration (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Paying Agent and shall be in such form and have such other provisions as Parent and the Company may reasonably specify) ); and (ii) instructions for use in effecting the surrender of the Certificates in exchange for payment of the Merger Consideration. Upon surrender of a Certificate for cancellation to the Paying Agent or to such other agent or agents as may be appointed by Parent, together with such letter of transmittal, duly executedexecuted and properly completed, the holder of such Certificate shall be entitled to receive in exchange therefor the Merger Consideration for each Share formerly represented by such Certificate and the Certificate so surrendered shall forthwith be cancelled. If payment of the Merger Consideration is to be made to a person other than the person in whose name the surrendered Certificate is registered, it shall be a condition of payment that the Certificate so surrendered shall be properly endorsed or shall be otherwise in proper form for transfer and that the person requesting such payment shall have paid any transfer and other taxes required by reason of the payment of the Merger Consideration to a person other than the registered holder of the Certificate surrendered or shall have established to the satisfaction of the Surviving Corporation that such tax either has been paid or is not applicable. Until surrendered as contemplated by this Section 2.2, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive the Merger Consideration in cash as contemplated by this Section 2.2, without interest thereon, and shall not evidence any interest in, or any right to exercise the rights of a stockholder or other equity holder of, the Company or the Surviving Corporation. Notwithstanding the foregoing, any surrendered Certificate that represents Dissenting Shares shall be returned to the person surrendering such certificate.

Exchange Procedures. As soon as reasonably practicable after the Effective Time, Parent shall cause the Paying Exchange Agent shall to mail to each holder of record of a certificate or certificates, which immediately prior to the Effective Time represented outstanding Shares (the "Certificates"), whose Shares were converted pursuant to Section 2.1 2.6(c) into the right to receive the Merger Consideration Per Share Amount (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Paying Exchange Agent and shall be in such form and have such other provisions as Parent and the Company may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for payment of the Merger ConsiderationPer Share Amount. Upon surrender of a Certificate for cancellation to the Paying Exchange Agent or to such other agent or agents as may be appointed by Parent, together with such letter of transmittal, duly executed, Parent shall cause the Exchange Agent to pay to the holder of such Certificate shall be entitled to receive in exchange therefor the Merger Consideration Per Share Amount for each Share share formerly represented by such Certificate and the Certificate so surrendered shall forthwith be cancelled. If payment of the Merger Consideration is to be made to a person Person other than the person Person in whose name the surrendered Certificate is registered, it shall be a condition of payment that the Certificate so surrendered shall be properly endorsed or shall be otherwise in proper form for transfer and that the person Person requesting such payment shall have paid any transfer and any other taxes required by reason of the payment of the Merger Consideration to a person Person other than the registered holder of the Certificate surrendered or shall have established to the satisfaction of the Surviving Corporation that such tax either has been paid or is not applicable. Until surrendered as contemplated by this Section 2.22.7(b), each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive the Merger Consideration Per Share Amount in cash as contemplated by Section 2.6(c). The right of any stockholder to receive the Per Share Amount shall be subject to and reduced by any applicable withholding obligation. After the Effective Time, there shall be no further transfer on the records of the Company or its transfer agent of Certificates which have been converted pursuant to this Section 2.2Agreement into the right to receive the Per Share Amount, and if such Certificates are presented to the Company for transfer, they shall be canceled against delivery of the Per Share Amount. No interest will be paid or will accrue on any cash payable upon the surrender of a Certificate which immediately before the Effective Time represented outstanding Shares.

Exchange Procedures. As soon as reasonably practicable Promptly after the Effective Time, Parent ------------------- shall instruct the Paying Agent shall to mail to each holder of record of a certificate or certificates, which immediately prior to the Effective Time represented outstanding Shares (the "Certificates"), whose Shares that were converted pursuant to Section 2.1 3.1 into the right to receive the Merger Consideration (i) a letter of transmittal (transmittal, which shall specify that delivery shall be effected, and risk of loss and title to the Certificates Shares shall pass, only upon delivery of the Certificates to the Paying Agent and shall be in such form and have such other provisions as Parent and of the Company may reasonably specifycertificates evidencing ownership thereof (the "Certificates") and (ii) instructions for use in effecting the surrender ------------ of the Certificates in exchange for payment of the applicable Merger Consideration. Upon surrender of a Certificate for cancellation to the Paying Agent or to such other agent or agents as may be appointed by Parent, together with such letter of transmittal, duly executed, the holder of such Certificate shall be entitled to receive in exchange therefor the applicable Merger Consideration for each Share formerly represented by such Certificate Certificate, and the Certificate so surrendered shall forthwith be cancelled. If payment of the Merger Consideration is to be made to a person Person (as hereinafter defined) other than the person Person in whose name the surrendered Certificate is registered, it shall be a condition precedent to the making of such payment that (x) the Certificate so surrendered shall be properly endorsed or shall be otherwise in proper form for transfer and that (y) the person Person requesting such payment shall have paid any transfer and other taxes Taxes (as hereinafter defined) required by reason of the payment of the Merger Consideration to a person Person other than the registered holder of the Certificate surrendered or shall have established to the satisfaction of the Surviving Corporation that such tax Tax either has been paid or is not applicablerequired to be paid. Until surrendered as contemplated by this Section 2.23.3, each Certificate shall be deemed at any time from and after the Effective Time to represent only the right to receive the applicable Merger Consideration in cash as contemplated by this Section 2.2Consideration, without any interest thereon.

Exchange Procedures. As soon promptly as reasonably practicable after the Effective Time, Parent shall cause the Paying Agent shall to mail to each holder of record of a certificate or certificates, which immediately prior to the Effective Time represented outstanding Shares (the "Certificates")Company Certificate, whose Shares shares were converted pursuant to Section 2.1 1.7 into the right to receive the Merger Consideration Consideration, (i) a letter of transmittal (which shall specify that delivery shall be effectedeffective, and risk of loss and title to the Company Certificates shall pass, only upon delivery of the Company Certificates to the Paying Agent and shall be in such form and have such other provisions as Parent and the Company Surviving Corporation may reasonably specify) and (ii) instructions for use in effecting the surrender of the Company Certificates in exchange for payment of the Merger Consideration. Upon surrender of a Company Certificate for cancellation to the Paying Agent or to such other agent or agents as may be appointed by ParentAgent, together with such letter of transmittal, duly executed, the holder of such Company Certificate shall be entitled to receive in exchange therefor the Merger Consideration for each Share (subject to subsection 1.12(f) below) multiplied by the number of shares of Company Common Stock formerly represented by such Company Certificate and the Company Certificate so surrendered shall forthwith be cancelledcanceled. If payment of the Merger Consideration is to be made to a person other than the person in whose name the surrendered Company Certificate is registered, it shall be a condition of payment that the Certificate so surrendered shall be properly endorsed or shall be otherwise in proper form for transfer and that the person requesting such payment shall have paid any transfer and other taxes required by reason of the payment of the Merger Consideration to a person other than the registered holder of the Company Certificate surrendered or shall have established to the satisfaction of the Surviving Corporation that such tax either has been paid or is not applicable. Until surrendered as contemplated by this Section 2.21.12, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive the Merger Consideration in cash as contemplated by this Section 2.21.12.

Exchange Procedures. As soon as reasonably practicable after (i) At least 10 Business Days prior to the Effective Timeanticipated Closing Date, the Paying Agent shall mail or deliver to each holder of record of a certificate or certificates, which immediately prior to the Effective Time represented outstanding shares of WBI Acquisition Shares (the "Certificates"), whose Shares were converted pursuant to Section 2.1 into the right to receive the Merger Consideration (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, effected only upon delivery of the WBI Certificates to the Paying Agent Agent, and which shall be in such form and have such other provisions as Parent WBI and the Company may BSVN reasonably specify) and (ii) instructions for use in effecting the surrender of the WBI Certificates in exchange for payment of the Merger ConsiderationInitial Per Share Payment Amount. Upon surrender of a WBI Certificate for cancellation to the Paying Agent or to such other agent or agents as may be appointed by Parent, together with such letter of transmittal, duly executed, and such other documents as the Paying Agent may reasonably require, at the Closing the holder of such WBI Certificate shall be entitled to receive in exchange therefor not later than two Business Days following such surrender and delivery, an amount equal to (x) the Merger Consideration for each Initial Per Share formerly Payment Amount, times (y) the number of shares of WBI Acquisition Shares represented by such Certificate the certificate(s) so surrendered pursuant to the provisions of this Article III (which amount shall be rounded to the nearest whole cent), and the WBI Certificate so surrendered shall forthwith be cancelled. If payment of the Merger Consideration is to be made to a person other than the person in whose name the surrendered Certificate is registered, it shall be a condition of payment that the Certificate so surrendered shall be properly endorsed or shall be otherwise in proper form for transfer and that the person requesting such payment shall have paid any transfer and other taxes required by reason of the payment of the Merger Consideration to a person other than the registered holder of the Certificate surrendered or shall have established to the satisfaction of the Surviving Corporation that such tax either has been paid or is not applicable. Until surrendered as contemplated by this Section 2.23.3, each WBI Certificate shall be deemed at any time after the Effective Time to represent only the right to receive the Merger Acquisition Consideration in cash as contemplated Per Share with respect to the shares of WBI Acquisition Shares represented by this Section 2.2such WBI Certificate.

Exchange Procedures. As soon as reasonably practicable Promptly (and in any event within five (5) Business Days) after the Effective Time, the Paying Buyer shall cause the Exchange Agent shall to mail to each holder of record of a certificate or certificates, which immediately prior to the Effective Time represented outstanding Shares shares of Company Common Stock (the each, a "CertificatesCertificate"), whose Shares were converted pursuant to Section 2.1 into the right to receive the Merger Consideration ) (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Paying Agent and shall be in such customary form and have such other provisions as Parent and the Company may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for payment of the Merger ConsiderationConsideration payable with respect thereto. Upon surrender of a Certificate for cancellation to the Paying Agent or to such other agent or agents as may be appointed by ParentExchange Agent, together with such letter of transmittal, duly executed, the holder of such Certificate shall be entitled to receive in exchange therefor the Merger Consideration for each Share formerly represented by that such Certificate holder has the right to receive pursuant to the provisions of this Article II, after giving effect to any required withholding taxes, and the Certificate so surrendered shall forthwith immediately be cancelled. If No interest will be paid or accrued on the cash payable upon the surrender of such certificate or certificates. In the event of a transfer of ownership of Company Common Stock which is not registered in the transfer records of the Company, it will be a condition of payment of the Merger Consideration is to be made to a person other than the person in whose name that the surrendered Certificate is registered, it shall be a condition of payment that the Certificate so surrendered shall be properly endorsed endorsed, with signatures guaranteed, or shall be otherwise in proper form for transfer and that that the person Person requesting such payment shall have paid will pay any transfer and or other taxes required by reason reasons of the payment of the Merger Consideration to a person Person other than the registered holder of the surrendered Certificate surrendered or shall have established such Person will establish to the satisfaction of the Surviving Corporation Buyer that such tax either has taxes have been paid or is are not applicable. Until surrendered as contemplated by this Section 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 Merger Consideration in cash as contemplated by this Section 2.2. For purposes of this Agreement, the term "Person" shall mean an individual, corporation, partnership, limited liability company, joint venture, association, trust, unincorporated organization or other entity.

Exchange Procedures. As soon as reasonably practicable Promptly after the Effective Time, Parent ------------------- shall cause the Paying Agent shall to mail to each holder of record of a certificate or certificates, which immediately prior to the Effective Time represented outstanding Shares (the "Certificates"), whose Shares were converted pursuant to ------------ Section 2.1 3.01(b) into the right to receive the Merger Consideration Consideration, (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Paying Agent and shall be in such form and have such other provisions as Parent and the Company may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for payment of the Merger Consideration. Upon surrender of a Certificate for cancellation to the Paying Agent or to such other agent or agents as may be appointed by ParentAgent, together with such letter of transmittal, duly executed, the holder of such Certificate shall shall, subject to the immediately following sentence and Section 3.02(e), be entitled to receive in exchange therefor the Merger Consideration for each Share formerly represented by such Certificate and the Certificate so surrendered shall forthwith be cancelledcanceled. If payment of the Merger Consideration is to be made to a person other than the person in whose name the surrendered Certificate is registered, it shall be a condition of to payment that the Certificate so surrendered shall be properly endorsed or shall be otherwise in proper form for transfer and that the person requesting such payment shall have paid any transfer and other taxes required by reason of the payment of the Merger Consideration to a person other than the registered holder of the Certificate surrendered or shall have established to the satisfaction of the Surviving Corporation Parent that such tax either has been paid or is not applicable. Until surrendered as contemplated by this Section 2.23.02(b), each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive the Merger Consideration in cash as contemplated by this Section 2.23.02.

Exchange Procedures. As soon as reasonably practicable after the Effective Time of the Merger (but in any event within three Business Days after the Effective Time), the Paying Surviving Corporation shall cause the Exchange Agent shall to mail to each holder of record of a certificate or certificates, certificates (the "Certificates") which immediately prior to the Effective Time represented outstanding Shares (the "Certificates"shares of Company Common Stock, other than shares to be canceled and retired in accordance with Section 1.8(b), whose Shares were converted pursuant to Section 2.1 into the right to receive the Merger Consideration (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Paying Exchange Agent and shall be in such form and have such other provisions as Parent and the Company Surviving Corporation may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for payment of the Merger Consideration. Upon surrender of a Certificate for cancellation to the Paying Exchange Agent or to such other agent or agents as may be appointed by Parent, together with such letter of transmittal, duly executed, and such other documents as may reasonably be required by the Exchange Agent, the holder of such Certificate shall be entitled to receive in exchange therefor the Merger Consideration for each Share formerly represented by such Certificate (which Parent shall cause the Exchange Agent to pay promptly), and the Certificate so surrendered shall forthwith be cancelledcanceled. If payment any portion of the Merger Consideration is to be made paid to a person Person other than the person registered holder of the shares represented by the certificate or certificates surrendered in whose name the surrendered Certificate is registeredexchange therefor, it shall be a condition of to such payment that the Certificate certificate or certificates so surrendered shall be properly endorsed or shall otherwise be otherwise in proper form for transfer and that the person Person requesting such payment shall have paid pay to the Exchange Agent any transfer and or other 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 the Certificate surrendered such Shares or shall have established establish to the satisfaction of the Surviving Corporation Exchange Agent that such tax either has been paid or is not applicablepayable. Until surrendered as contemplated by this Section 2.21.9, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration in cash as contemplated by this Section 2.2Consideration.

Exchange Procedures. As soon as reasonably practicable Promptly after the Effective Time, the Surviving Corporation shall cause the Paying Agent shall to mail to each holder of record of a certificate or certificates, which immediately prior to the Effective Time represented outstanding Shares (the "Certificates"), whose Shares shares were converted pursuant to Section 2.1 2.7(c) into the right to receive the Merger Consideration Consideration, (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Paying Agent Agent, and shall be in such form and have such other provisions as Parent and the Company may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for payment of the Merger Consideration. Upon surrender of a Certificate for cancellation to the Paying Agent or to such other agent or agents as may be appointed by ParentAgent, together with such letter of transmittal, duly executedexecuted and completed in accordance with the instructions (and such other customary documents as may reasonably be required by the Paying Agent), the holder of such Certificate shall be entitled to receive in exchange therefor the Merger Consideration Consideration, without interest, for each Share formerly represented by such Certificate Certificate, and the Certificate so surrendered shall forthwith be cancelledcanceled. If payment of the Merger Consideration is to be made to a person Person other than the person Person in whose name the surrendered Certificate is registered, it shall be a condition of payment that (x) the Certificate so surrendered shall be properly endorsed or shall be otherwise in proper form for transfer and that (y) the person Person requesting such payment shall have paid any transfer and other taxes required by reason of the payment of the Merger Consideration to a person Person other than the registered holder of the Certificate surrendered or shall have established to the satisfaction of the Surviving Corporation that such tax either has been paid or is not applicable. Until surrendered as contemplated by this Section 2.22.8, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive the Merger Consideration in cash as contemplated by this Section 2.2Article II, without interest.

Exchange Procedures. As soon as reasonably practicable after the Effective Time, the Paying Surviving Corporation shall cause the Payment Agent shall to mail to each holder of record of a certificate or certificates, certificates which immediately prior to the Effective Time represented outstanding Company Common Shares (the "Certificates"), ) whose Shares were shares are converted pursuant to Section 2.1 2.01(c) into the right to receive the Merger Consideration Price (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Paying Payment Agent and shall be in such form and have such other provisions as Parent and the Company Surviving Corporation may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for payment of the Merger ConsiderationPrice. Upon surrender of a Certificate for cancellation to the Paying Agent or to such other agent or agents as may be appointed by ParentPayment Agent, together with such letter of transmittal, transmittal duly executedexecuted and completed in accordance with its terms, the holder of such Certificate shall be entitled to receive in exchange therefor a check representing the Merger Consideration for each Price per Company Common Share formerly represented by thereby, subject to any applicable withholding tax, which such Certificate holder has the right to receive pursuant to the provisions of this Article II, and the Certificate so surrendered shall forthwith be cancelledcanceled. If payment In no event shall the holder of any Certificate be entitled to receive interest on any funds to be received in the Merger, including any interest accrued in respect of the Payment Fund. In the event of a transfer of ownership of Company Common Shares which is not registered in the transfer records of the Company, the Merger Consideration is to Price may be made issued to a person other than the person in whose name the surrendered Certificate is registered, it shall be a condition of payment that transferee if the Certificate so surrendered shall be properly endorsed or shall be otherwise in proper form for transfer and that the person requesting such payment shall have paid any transfer and other taxes required by reason of the payment of the Merger Consideration to a person other than the registered holder of the Certificate surrendered or shall have established to the satisfaction of the Surviving Corporation that such tax either has been paid or is not applicable. Until surrendered as contemplated by this Section 2.2, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive the Merger Consideration in cash as contemplated by this Section 2.2.representing such

Exchange Procedures. As soon as reasonably practicable practical after the Effective Time, the Paying Agent shall mail to each holder of record of a certificate Certificate or certificatesCertificates, which immediately prior to the Effective Time represented outstanding Shares (the "Certificates"), whose Shares were converted pursuant to Section 2.1 into the right to receive the Merger Consideration (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the such Certificates shall pass, only upon delivery of the such Certificates to the Paying Agent Agent, and which letter shall be in such form and have such other provisions as Parent the Trust and the Company may reasonably specify) and (ii) instructions for use in effecting the surrender of the such Certificates in exchange for payment of the Merger Considerationamount per Share specified in Section 2.1(c). Upon surrender of such a Certificate for cancellation to the Paying Agent or to such other agent or agents as may be appointed by Parentthe Trust, together with such letter of transmittal, duly executed, and such other documents as may reasonably be required by the Paying Agent, the holder of such Certificate shall be entitled to receive in exchange therefor cash which such holder has the Merger Consideration for each Share formerly represented by such Certificate right to receive pursuant to this Article 2, and the Certificate so surrendered shall forthwith be cancelled. If payment Upon a transfer of ownership of Company Common Stock that is not registered in the transfer records of the Merger Consideration is to Company, cash may be made paid to a person other than the person in whose name the Certificate so surrendered Certificate is registered, it shall be a condition of payment that the if such Certificate so surrendered shall be properly endorsed or shall otherwise be otherwise in proper form for transfer and that the person requesting such payment cash to be paid shall (i) have paid any transfer and or other taxes Taxes (as defined in Section 3.1(m)) required by reason of the payment of the Merger Consideration cash to a person other than the registered holder of the such Certificate surrendered or shall have established (ii) establish to the satisfaction of the Surviving Corporation Trust that such tax either Tax has been paid or is not applicable. Until surrendered as contemplated by this Section 2.22.2(d), each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration amount per Share specified in Section 2.1(c) which the holder thereof has the right to receive in respect of such Certificate pursuant to the other provisions of this Article 2. No interest will be paid or will accrue on any cash payable to holders of Certificates pursuant to the provisions of this Article 2. The Trust shall pay the charges and expenses of the Paying Agent and of such other agent or agents as contemplated by this Section 2.2it may appoint.

Exchange Procedures. As soon as reasonably practicable Promptly after the Effective Time, the Paying Agent shall mail to each holder of record of a certificate or certificates, which certificates that immediately prior to the Effective Time represented outstanding Shares (the "CertificatesCERTIFICATES"), whose Shares ) which were converted pursuant to Section 2.1 3.1 into the right to receive the Merger Consideration (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Paying Agent and shall be in such form and have such other provisions as Parent and the Company may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for payment of the Merger Consideration. Upon surrender of a Certificate for cancellation to the Paying Agent or to such other agent or agents as may be appointed by Parent, together with such letter of transmittal, duly executed, the holder of such Certificate shall be entitled to receive in exchange therefor the Merger Consideration for each Share formerly represented by such Certificate and the Certificate so surrendered shall forthwith be cancelled. If payment of the Merger Consideration is to be made to a person Person other than the person Person in whose name the surrendered Certificate is registered, it shall be a condition precedent of payment that (x) the Certificate so surrendered shall be properly endorsed or shall be otherwise in proper form for transfer transfer, and that (y) the person Person requesting such payment shall have paid any transfer and other taxes required by reason of the payment of the Merger Consideration to a person Person other than the registered holder of the Certificate surrendered or shall have established to the satisfaction of the Surviving Corporation that such tax either has been paid or is not applicablerequired to be paid. Until surrendered as contemplated by this Section 2.23.2, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive the Merger Consideration in cash as contemplated by this Section 2.23.2, without interest thereon.

Exchange Procedures. As soon as reasonably practicable after the Effective Time, the Paying Agent shall mail to each holder of record of a certificate or certificates, which immediately prior to the Effective Time represented outstanding Shares (the "Certificates"), whose Shares were converted pursuant to Section 2.1 into the right to receive the Merger Consideration Consid eration (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Paying Agent Agent, and shall be in such form and have such other provisions as Parent and the Company may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for payment of the Merger Consideration. Upon surrender of a Certificate for cancellation to the Paying Agent or to such other agent or agents as may be appointed by Parent, together with such letter of transmittal, duly executed, the holder of such Certificate shall be entitled to receive in exchange therefor the Merger Consideration for each Share formerly represented by such Certificate and the Certificate so surrendered shall forthwith be cancelled. If payment of the Merger Consideration is to be made to a person other than the person in whose name the surrendered Certificate is registered, it shall be a condition of payment that the Certificate so surrendered shall be properly endorsed or shall be otherwise in proper form for transfer and that the person requesting such payment shall have paid any transfer and other taxes required by reason of the payment of the Merger Consideration to a person other than the registered holder of the Certificate surrendered or shall have established to the satisfaction of the Surviving Corporation that such tax either has been paid or is not applicable. Until surrendered as contemplated by this Section 2.2, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive the Merger Consideration in cash as contemplated by this Section 2.2.

Exchange Procedures. As soon as reasonably practicable Promptly after the Effective TimeTime (but in no event later than three (3) Business Days), the Buyer shall cause the Exchange and Paying Agent shall to mail to each holder of record of a certificate or certificates, which Company Stock that was issued and outstanding as of immediately prior to the Effective Time represented outstanding Shares (the "Certificates"), whose Shares were converted pursuant to Section 2.1 into the right to receive the Merger Consideration (i) a letter Letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Paying Agent and shall be in such form and have such other provisions as Parent and the Company may reasonably specify) Transmittal and (ii) instructions for use in effecting the surrender of the Certificates such Certificate in exchange for payment the applicable Aggregate Consideration that is or may become payable with respect thereto pursuant to the terms of the Merger Considerationthis Agreement. Upon (A) proper surrender of a Certificate for cancellation to the Exchange and Paying Agent or to such other agent or agents as may be appointed by Parent, together with such letter and (B) delivery of transmittal, a duly executedcompleted and executed Letter of Transmittal, the holder of such Certificate shall be entitled to receive in exchange therefor the Merger Consideration for each Share formerly represented by such Certificate number of shares of Buyer Common Stock as determined in accordance with Section 2.1 and reflected on the Certificate so surrendered shall forthwith be cancelledAllocation Schedule attached to the Payment Certificate. If payment in respect of the Merger Consideration any Certificate is to be made to a person Person other than the person Person in whose name the surrendered such Certificate is registered, it shall be a condition of payment that the Certificate so surrendered shall be transferable and be properly endorsed or shall otherwise be otherwise in proper form for transfer transfer, that the signatures on such Certificate or any related stock power shall be properly guaranteed and that the person Person requesting such payment shall have paid established to the reasonable satisfaction of the Buyer and the Exchange and Paying Agent that any transfer and other taxes Taxes required by reason of the such payment of the Merger Consideration to a person Person other than the registered holder of the such Certificate surrendered or shall have established to the satisfaction of the Surviving Corporation that such tax either has been paid or is are not applicable. Until surrendered as contemplated by this Section 2.22.2(b), each Certificate shall be deemed at any time all times after the Effective Time to represent only the right to receive upon such surrender the Merger applicable Aggregate Consideration that becomes payable in cash as contemplated by respect of such Certificate pursuant to this Section 2.2Agreement. Holders of Certificates shall not be entitled to receive any portion of the Aggregate Consideration to which they would otherwise be entitled until such Certificates are properly surrendered.

Exchange Procedures. As soon as reasonably practicable Promptly after the Effective Time, Parent shall cause the Paying Agent shall to mail to each holder of record of a certificate or certificates, which immediately prior to the Effective Time represented outstanding Shares (the "CertificatesCERTIFICATES"), whose Shares were converted pursuant to Section 2.1 3.01(b) into the right to receive the Merger Consideration Consideration, (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Paying Agent and shall be in such form and have such other provisions as Parent and the Company may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for payment of the Merger Consideration. Upon surrender of a Certificate for cancellation to the Paying Agent or to such other agent or agents as may be appointed by ParentAgent, together with such letter of transmittal, duly executed, the holder of such Certificate shall shall, subject to the immediately following sentence and Section 3.02(e), be entitled to receive in exchange therefor the Merger Consideration for each Share formerly represented by such Certificate and the Certificate so surrendered shall forthwith be cancelledcanceled. If payment of the Merger Consideration is to be made to a person other than the person in whose name the surrendered Certificate is registered, it shall be a condition of to payment that the Certificate so surrendered shall be properly endorsed or shall be otherwise in proper form for transfer and that the person requesting such payment shall have paid any transfer and other taxes required by reason of the payment of the Merger Consideration to a person other than the registered holder of the Certificate surrendered or shall have established to the satisfaction of the Surviving Corporation Parent that such tax either has been paid or is not applicable. Until surrendered as contemplated by this Section 2.23.02(b), each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive the Merger Consideration in cash as contemplated by this Section 2.23.02.

Exchange Procedures. As soon as reasonably practicable after the Effective Time, Parent shall cause the Paying Exchange Agent shall to mail to each holder of record of a certificate or certificates, which immediately prior to the Effective Time represented outstanding Shares (the "Certificates"), whose Shares were converted pursuant to Section 2.1 2.01 into the right to receive the Merger Consideration Consideration, (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Paying Exchange Agent and shall be in such form and have such other provisions not inconsistent with this Agreement as Parent and the Company may reasonably specify) and (ii) instructions for use in effecting the surrender of surrendering the Certificates in exchange for payment of the Merger Consideration. Upon surrender of a Certificate for cancellation to the Paying Exchange Agent or to and such other agent or agents documents as may reasonably be appointed required by Parentthe Exchange Agent, together with such letter of transmittal, duly executed, the holder of such Certificate shall be entitled to receive in exchange therefor the Merger Consideration Consideration, without interest, for each Share formerly represented by such Certificate Certificate, and the Certificate so surrendered shall forthwith be cancelled. If payment of the Merger Consideration is to be made to a person other than the person in whose name the surrendered Certificate is registered, it shall be a condition of payment that the Certificate so surrendered shall be properly endorsed or shall be otherwise in proper form for transfer and that the person requesting such payment shall have paid any transfer and other taxes required by reason of the payment of the Merger Consideration to a person other than the registered holder of the Certificate surrendered or shall have established to the satisfaction of the Surviving Corporation that such tax either has been paid or is not applicable. Until surrendered as contemplated by this Section 2.22.02, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive the Merger Consideration in cash as contemplated by this Section 2.22.02.

Exchange Procedures. As soon as reasonably practicable after the Effective Time, the Paying Exchange Agent shall mail to each holder of record of a certificate or certificates, certificates which immediately prior to the Effective Time represented outstanding Shares shares of Company Stock (the "“Certificates"), ”) whose Shares shares were converted pursuant to Section 2.1 into the right to receive the Merger Consideration pursuant to Section 2.3: (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Paying Exchange Agent and shall be in such form and have such other provisions as Parent and the Company may reasonably specify) and (ii) instructions for use in effecting the surrender of surrendering the Certificates in exchange for payment of certificates and/or the funds representing the Merger Consideration. Upon surrender of a Certificate for cancellation to the Paying Agent or to such other agent or agents as may be appointed by ParentExchange Agent, together with such letter of transmittal, duly executed, and such other documents as may reasonably be required by the Exchange Agent and specified in the instructions, the holder of such Certificate shall be entitled to receive in exchange therefor a certificate representing that number of whole shares of Parent Common Stock and/or the Merger Consideration for each Share formerly represented by funds that such Certificate holder has the right to receive pursuant to the provisions of this Article II and certain dividends or other distributions in accordance with Section 2.4.3 and the Certificate so surrendered shall forthwith be cancelledcanceled. If payment In the event of a transfer of ownership of Company Stock that is not registered in the transfer records of the Merger Consideration is to Company, a certificate and/or the funds representing the proper number of shares of Parent Common Stock may be made issued to a person Person other than the person Person in whose name the surrendered Certificate is registered, it shall be a condition of payment that the Certificate so surrendered shall be is registered if such Certificate has been properly endorsed or shall be otherwise is in proper form for transfer transfer, and that if the person Person requesting such payment issuance shall have paid pay any transfer and or other taxes required by reason of the payment issuance of shares of Parent Common Stock and delivery of the Merger Consideration funds to a person Person other than the registered holder of the such Certificate surrendered (or shall have established establish to the satisfaction of the Surviving Corporation Parent that such tax either has been paid or is not applicable). Until surrendered surrender as contemplated by this Section 2.22.4.2, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive a certificate representing the shares of Parent Common Stock and/or the funds representing the Merger Consideration to be issued in cash as contemplated by consideration therefor upon surrender of such Certificate in accordance with this Section 2.22.4. No interest shall be paid or will accrue on any funds payable to holders of Certificates pursuant to the provisions of this Article II.

Exchange Procedures. As soon as reasonably practicable after the Effective Time, Parent shall cause the Paying Agent shall to mail to each holder of record of a certificate or certificates, which immediately prior to the Effective Time represented outstanding Shares (the "Certificates"), whose Shares were converted pursuant to Section 2.1 into the right to receive the Merger Consideration 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 Paying Agent and which shall be in such customary form and have such other provisions as Parent and the Company may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for payment of the Merger Consideration. Upon surrender Each holder of record of a Certificate for cancellation shall, upon surrender to the Paying Agent or to of such other agent or agents as may be appointed by ParentCertificate, together with such letter of transmittal, duly executed, and such other documents as may reasonably be required by the holder of such Certificate shall Paying Agent, be entitled to receive in exchange therefor the Merger Consideration for each Share formerly amount of cash which the number of shares of Company Common Stock (together with the associated Rights) previously represented by such Certificate shall have been converted into the right to receive pursuant to Section 2.01(c), and the Certificate so surrendered shall forthwith be cancelledcanceled. If 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 is to may be made to a person other than the person in whose name the surrendered Certificate is registered, it shall be a condition of payment that the Certificate so surrendered is registered if such Certificate shall be properly endorsed or shall otherwise be otherwise in proper form for transfer and that the person requesting such payment shall have paid pay any transfer and or other taxes required by reason of the payment of the Merger Consideration to a person other than the registered holder of the such Certificate surrendered or shall have established establish to the reasonable satisfaction of the Surviving Corporation Parent that such tax either has taxes have been paid or is are not applicable. Until surrendered as contemplated by this Section 2.22.02(b), each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration which the holder thereof has the right to receive in respect of such Certificate pursuant to this Article II. No interest shall be paid or will accrue on any cash as contemplated by payable to holders of Certificates pursuant to the provisions of this Section 2.2Article II.

Exchange Procedures. As soon as reasonably practicable after the Effective Time, the Paying Agent shall mail to each holder of record of a certificate or certificates, which immediately prior to the Effective Time represented outstanding Shares shares of Company Common Stock (the "Certificates"), whose Shares shares were converted pursuant to Section 2.1 hereof into the right to receive the Merger Consideration (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Paying Agent and shall be in such form and have such other provisions as Parent and the Company may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for payment of the Merger Consideration. Upon surrender of a Certificate for cancellation to the Paying Agent or to such other agent or agents as may be appointed by Parent, together with such letter of transmittal, duly executed, the holder of such Certificate shall be entitled to receive in exchange therefor the Merger Consideration for each Share share of Company Common Stock formerly represented by such Certificate and the Certificate so surrendered shall forthwith be cancelled. If payment of the Merger Consideration is to be made to a person other than the person in whose name the surrendered Certificate is registered, it shall be a condition of payment that the Certificate so surrendered shall be properly endorsed or shall be otherwise in proper form for transfer and that the person requesting such payment shall have paid any transfer and other taxes required by reason of the payment of the Merger Consideration to a person other than the registered holder of the Certificate surrendered or shall have established to the satisfaction of the Surviving Corporation that such tax either has been paid or is not applicable. Until surrendered as contemplated by this Section 2.2, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive the Merger Consideration in cash as contemplated by this Section 2.2, without interest thereon.

Exchange Procedures. As soon as reasonably practicable after the Effective Time, the Paying Exchange Agent shall mail to each holder of record of a certificate or certificates, which immediately prior to the Effective Time represented outstanding Shares (the "Certificates"), Certificate whose Shares shares were converted pursuant to Section 2.1 into the right to receive the applicable Per Share Merger Consideration (i) pursuant to Section 2.6, a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Paying Agent and shall be in such form and have such other provisions as Parent substance satisfactory to Star Bulk and the Company may reasonably specify) and (ii) Star Maritime), with instructions for use in effecting the surrender of surrendering the Certificates in exchange for payment of the applicable Per Share Merger ConsiderationConsideration with respect thereto. Upon surrender of a Certificate for cancellation to the Paying Agent or to such other agent or agents as may be appointed by ParentExchange 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 the Merger Consideration for each Share formerly represented by such Certificate that number of whole Star Bulk Shares in accordance with Section 2.9(e), together with certain dividends or other distributions in accordance with Section 2.9(c), and the Certificate so surrendered shall forthwith be cancelledcanceled. If payment In the event of a transfer of ownership of Star Maritime Shares that is not registered in the Merger Consideration is to transfer records of Star Maritime, a certificate evidencing the proper number of Star Bulk Shares may be made issued in exchange therefor to a person other than the person in whose name the surrendered Certificate is registered, it shall be a condition of payment that the Certificate so surrendered is registered if such Certificate shall be properly endorsed or shall otherwise be otherwise in proper form for transfer and that the person requesting such payment issuance shall have paid pay any transfer and or other taxes required by reason of the payment issuance of the Merger Consideration Star Bulk Shares to a person other than the registered holder of the such Certificate surrendered or shall have established establish to the satisfaction of the Surviving Corporation Star Bulk that such tax either has been paid or is not applicable. Until surrendered as contemplated by this Section 2.22.9(b), 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 that the holder thereof has the right to receive pursuant to the provisions of Section 2.6, plus certain dividends or other distributions in cash as contemplated by this accordance with Section 2.22.9(c).

Exchange Procedures. As soon as reasonably practicable after the Effective Time, the Paying Agent shall mail to each holder of record of a certificate or certificates, which immediately prior to the Effective Time represented outstanding Shares (the "Certificates"), whose Shares were converted pursuant to Section 2.1 into the right to receive the Merger Consideration (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Paying Agent Agent, and shall be in such form and have such other provisions as Parent and the Company may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for payment of the Merger Consideration. Upon surrender of a Certificate for cancellation to the Paying Agent or to such other agent or agents as may be appointed by Parent, together with such letter of transmittal, duly executed, the holder of such Certificate shall be entitled to receive in exchange therefor the Merger Consideration for each Share formerly represented by such Certificate and the Certificate so surrendered shall forthwith be cancelled. If payment of the Merger Consideration is to be made to a person other than the person in whose name the surrendered Certificate is registered, it shall be a condition of payment that the Certificate so surrendered shall be properly endorsed or shall be otherwise in proper form for transfer and that the person requesting such payment shall have paid any transfer and other taxes required by reason of the payment of the Merger Consideration to a person other than the registered holder of the Certificate surrendered or shall have established to the satisfaction of the Surviving Corporation that such tax either has been paid or is not applicable. Until surrendered as contemplated by this Section 2.2, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive the Merger Consideration in cash as contemplated by this Section 2.2.

Exchange Procedures. As soon as reasonably practicable after the Effective Time, the Paying Exchange Agent shall mail to each holder of record of a certificate or certificates, certificates (the "CERTIFICATES") which immediately prior to the Effective Time represented outstanding Shares (the "Certificates"shares of Company Common Stock, other than shares to be canceled or retired in accordance with Section 2.8(b), whose Shares were converted pursuant to Section 2.1 into the right to receive the Merger Consideration (i) a letter Letter of transmittal Transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Paying Exchange Agent and shall be in such form and have such other provisions as Parent and the Company may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for payment of the Merger Consideration. Upon surrender of a Certificate for cancellation to the Paying Exchange Agent or to such other agent or agents as may be appointed by Parent, together with such letter Letter of transmittalTransmittal, duly executed, and such other documents as may be reasonably required by the Exchange Agent, the holder of such Certificate shall be entitled to receive in exchange therefor the Merger Consideration for each Share formerly represented by such Certificate Consideration, and the Certificate so surrendered shall forthwith be cancelledcanceled. If payment any portion of the Merger Consideration is to be made paid to a person Person other than the person registered holder of the shares represented by the Certificate or Certificates surrendered in whose name the surrendered Certificate is registeredexchange therefor, it shall be a condition of to such payment that the Certificate or Certificates so surrendered shall be properly endorsed or shall otherwise be otherwise in proper form for transfer and that the person Person requesting such payment shall have paid pay to the Exchange Agent any transfer and or other 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 the Certificate surrendered such shares or shall have established establish to the satisfaction of the Surviving Corporation Exchange Agent that such tax either has been paid or is not applicablepayable. Until surrendered as contemplated by this Section 2.22.10, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive receive, upon such surrender, the Merger Consideration in cash as contemplated by this Section 2.2Consideration.

Exchange Procedures. As soon as reasonably practicable after the Effective Time, Parent shall instruct the Paying Agent shall to mail to each holder of record of a certificate or certificates, which certificates (the "Certificates") that immediately prior to the Effective Time represented outstanding Shares (shares of the "Certificates")Company Common Stock, whose Shares were converted pursuant to Section 2.1 into the right to receive the Merger Consideration (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Paying Agent and shall be in such form and have such other provisions as Parent and the Company may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for payment of the Merger Consideration. Upon surrender of a Certificate for cancellation to the Paying Agent or to such other agent or agents as may be appointed by Parent, together with such letter of transmittal, duly executed, and such other documents as may reasonably be required by the Paying Agent, the holder of such Certificate shall be entitled to receive in exchange therefor the Merger Consideration for each Share formerly represented by such Certificate Consideration, and the Certificate so surrendered shall forthwith be cancelledcanceled. If payment In the event of a transfer of ownership of the Merger Consideration Company Common Stock that is to not registered in the transfer records of the Company, payment may be made to a person other than the person in whose name the surrendered Certificate is registered, it shall be a condition of payment that the Certificate so surrendered is registered if such Certificate shall be properly endorsed or shall otherwise be otherwise in proper form for transfer and that the person requesting such payment shall have paid pay any transfer and or other taxes required by reason of the payment of the Merger Consideration to a person other than the registered holder of the such Certificate surrendered or shall have established establish to the satisfaction of the Surviving Corporation Parent that such tax either has been paid or is not applicable. Until surrendered as contemplated by this Section 2.22.02, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive the upon such surrender Merger Consideration in cash as contemplated by this Section 2.22.02.

Exchange Procedures. As soon as reasonably practicable after the Effective Time, the Paying Exchange Agent shall mail to each holder of record of a certificate or certificates, which certificates (the “Certificates”) that immediately prior to the Effective Time represented outstanding Shares (the "Certificates"), shares of Company Common Stock whose Shares shares were converted pursuant to Section 2.1 into the right to receive the Merger Consideration pursuant to Section 4.01, (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Paying Exchange Agent and shall be in such form and have such other provisions as Parent and the Company may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for payment of the Merger Consideration. Upon surrender of a Certificate for cancellation to the Paying Agent or to such other agent or agents as may be appointed by ParentExchange Agent, together with such letter of transmittal, duly executed, and such other documents as may reasonably be required by the Exchange Agent, the holder of such Certificate shall be entitled to receive in exchange therefor the Merger Consideration for each Share formerly amount of cash into which the shares of Company Common Stock theretofore represented by such Certificate have been converted pursuant to the provisions of this Article IV, and the Certificate so surrendered shall forthwith be cancelled. If payment of the Merger Consideration is to be made to a person other than the person in whose name the surrendered Certificate is registered, it shall be a condition of payment that the Certificate so surrendered shall be properly endorsed or shall be otherwise in proper form for transfer and that the person requesting such payment shall have paid any transfer and other taxes required by reason of the payment of the Merger Consideration to a person other than the registered holder of the Certificate surrendered or shall have established to the satisfaction of the Surviving Corporation that such tax either has been paid or is not applicable. Until surrendered as contemplated by this Section 2.24.02, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive the upon such surrender Merger Consideration in cash as contemplated by this Section 2.24.02. No interest shall be paid or accrue on any cash payable upon surrender of any Certificate. Notwithstanding the foregoing, all Merger Consideration to be paid or issued to CES shall be paid or issued on the Closing Date against delivery of its Certificates.

Exchange Procedures. As soon as reasonably practicable after the Effective Time, the Paying Exchange Agent shall mail to each holder of record of a certificate or certificates, which immediately prior to the Effective Time represented outstanding Shares (the "Certificates"), an ASARCO Certificate whose Shares shares were converted into the ASARCO Merger Consideration pursuant to Section 2.1 into the right to receive the Merger Consideration 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 delivery of the ASARCO Certificates to the Paying Exchange Agent and shall be in such form and have such other provisions as ASARCO and Parent and the Company may reasonably specify) ), and (ii) instructions for use in effecting the surrender of the ASARCO Certificates in exchange for payment of the ASARCO Merger Consideration. Upon surrender of a an ASARCO Certificate for cancellation to the Paying Agent or to such other agent or agents as may be appointed by ParentExchange Agent, together with such letter of transmittal, duly executed, and such other documents as may reasonably be required by the Exchange Agent, the holder of such ASARCO Certificate shall be entitled to receive in exchange therefor (i) a check in the Merger Consideration for each Share formerly represented by amount equal to the cash, if any, which such holder has the right to receive pursuant to the provisions of this Article III and (ii) a Parent Certificate representing that number of whole shares of Parent Common Stock, if any, which such holder has the right to receive pursuant to the provisions of this Article III, certain dividends or other distributions in accordance with Section 3.2(c) and the cash in lieu of any fractional share in accordance with Section 3.2(e). The ASARCO Certificate so surrendered shall forthwith be cancelled. If payment In the event of a transfer of ownership of ASARCO Common Stock not registered in the transfer records of ASARCO, the applicable ASARCO Merger Consideration is to may be made issued or paid to a person other than the person in whose name the surrendered Certificate is registered, it shall be a condition of payment that the ASARCO Certificate so surrendered shall be properly endorsed or shall be otherwise in proper form for transfer and that the person requesting such payment shall have paid any transfer and other taxes required by reason of the payment of the Merger Consideration to a person other than the registered holder of the Certificate surrendered or shall have established to the satisfaction of the Surviving Corporation that such tax either has been paid or is not applicable. Until surrendered as contemplated by this Section 2.2, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive the Merger Consideration in cash as contemplated by this Section 2.2.is

Exchange Procedures. As soon as reasonably practicable (a) Promptly after the Effective Time, but in any event no later than five (5) Business Days following the Effective Time, the Surviving Company shall cause the Paying Agent shall to mail (or in the case of the Depositary Trust Company, deliver) to each registered holder of record of a certificate or certificates, which immediately prior to the Effective Time represented outstanding Shares (other than holders of the "Certificates"), whose Shares were converted pursuant to Section 2.1 into the right to receive the Merger Consideration Excluded Shares) (i) a letter of transmittal (which shall be in customary form for a Cayman Islands incorporated company and shall specify that the manner in which the delivery of Per Share Merger Consideration to the registered holders of Shares shall be effected), and risk such letter of loss and title transmittal to the Certificates shall pass, only upon delivery of the Certificates to the Paying Agent and shall be in such form and have such other provisions as Parent and the Company Special Committee may reasonably specify) agree, and (ii) instructions for use in effecting the surrender of the Certificates share certificates (the “Certificates”) which have been issued representing the Shares (or affidavits of loss in lieu thereof) in exchange for payment of the Per Share Merger Consideration. Upon surrender of a Certificate for cancellation to the Paying Agent of a Certificate (or to such other agent or agents as may be appointed by Parentaffidavits of loss in lieu thereof), together with such letter of transmittal, duly executedcompleted and validly executed in accordance with the instructions thereto, and such other documents as may be customarily required by the Paying Agent, each holder of such the Certificates and each registered holder of Shares not represented by a Certificate (the “Uncertificated Shares”) shall be entitled to receive in exchange therefor the Per Share Merger Consideration Consideration, without interest, for each Share formerly represented by such Certificate or Uncertificated Shares, and the Certificate Certificates so surrendered shall forthwith be cancelled. If payment of the Merger Consideration is to be made to a person other than the person in whose name the surrendered Certificate is registered, it shall be a condition of payment that the Certificate so surrendered shall be properly endorsed or shall be otherwise in proper form for transfer and that the person requesting such payment shall have paid any transfer and other taxes required by reason of the payment of the Merger Consideration to a person other than the registered holder of the Certificate surrendered or shall have established to the satisfaction of the Surviving Corporation that such tax either has been paid or is not applicable. Until surrendered as contemplated by this Section 2.2, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive the Merger Consideration in cash as contemplated by this Section 2.2.

Exchange Procedures. As soon as reasonably practicable Promptly after the Effective Time, the Surviving Corporation shall cause the Paying Agent shall to mail to each holder of record of a certificate or certificates, which immediately prior to the Effective Time represented outstanding Shares (the "“Certificates"”), whose Shares shares were converted pursuant to Section 2.1 2.7 into the right to receive the Merger Consideration Consideration, (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Paying Agent Agent, and which shall be in such form and shall have such other provisions as Parent and the Company may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for payment of the Merger Consideration. Upon surrender of a Certificate for cancellation to the Paying Agent or to such other agent or agents as may be appointed by ParentAgent, together with such letter of transmittal, duly executedcompleted and validly executed in accordance with the instructions (and such other customary documents as may reasonably be required by the Paying Agent), the holder of such Certificate shall be entitled to receive in exchange therefor the Merger Consideration Consideration, without interest, for each Share formerly represented by such Certificate Certificate, and the Certificate so surrendered shall forthwith be cancelledcanceled. If payment of the Merger Consideration is to be made to a person Person other than the person Person in whose name the surrendered Certificate is registered, it shall be a condition of payment that (x) the Certificate so surrendered shall be properly endorsed or shall otherwise be otherwise in proper form for transfer and that (y) the person Person requesting such payment shall have paid any transfer and other taxes required by reason of the payment of the Merger Consideration to a person Person other than the registered holder of the such Certificate surrendered or shall have established to the reasonable satisfaction of the Surviving Corporation that such tax either has been paid or is not applicable. Until surrendered as contemplated by this Section 2.22.8, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive the Merger Consideration in cash as contemplated by this Section 2.2Article II, without interest.

Exchange Procedures. As soon as reasonably practicable Promptly (and in any event within three Business Days) after the Effective Time, the Paying Buyer shall cause the Exchange Agent shall to mail to each holder of record of a certificate or certificates, which immediately prior to the Effective Time represented outstanding Shares shares of Company Common Stock (the "Certificates")each, whose Shares were converted pursuant to Section 2.1 into the right to receive the Merger Consideration 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 delivery of the Certificates to the Paying Agent and shall be in such customary form and have such other provisions as Parent and the Company may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the Merger Consideration payable with respect thereto, provided that the Buyer shall assist the Company in developing arrangements for the delivery of such materials at the Closing to significant shareholders of the Company to facilitate the payment of Merger Consideration to such shareholders immediately following the Merger ConsiderationEffective Time. Upon surrender of a Certificate for cancellation to the Paying Agent or to such other agent or agents as may be appointed by ParentExchange Agent, together with such letter of transmittal, duly executed, the holder of such Certificate shall be entitled to receive paid promptly in exchange therefor cash in an amount equal to the Merger Consideration for each Share formerly represented by that such Certificate holder has the right to receive pursuant to the provisions of this Article II, and the Certificate so surrendered shall forthwith immediately be cancelled. If payment In the event of a transfer of ownership of Company Common Stock which is not registered in the transfer records of the Company, the Merger Consideration is to may be made paid to a person other than the person in whose name the Certificate so surrendered Certificate is registered, it shall be a condition of payment that if such Certificate is presented to the Certificate so surrendered shall be properly endorsed or shall be otherwise in proper form for Exchange Agent, accompanied by all documents required to evidence and effect such transfer and by evidence that the person requesting such payment shall any applicable stock transfer taxes have paid any transfer and other taxes required by reason of the payment of the Merger Consideration to a person other than the registered holder of the Certificate surrendered or shall have established to the satisfaction of the Surviving Corporation that such tax either has been paid or is not applicablepaid. Until surrendered as contemplated by this Section 2.2, each Certificate (other than any Certificate representing Dissenting Shares) shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration in cash as contemplated by this Section 2.2.

Exchange Procedures. As soon as reasonably practicable after the Effective Time, Parent shall cause the Paying Agent shall to mail to each holder of record of a certificate or certificates, which immediately prior to the Effective Time represented outstanding Shares (the "Certificates"), whose Shares were converted pursuant to Section 2.1 into the right to receive the Merger Consideration 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 Paying Agent Agent, and which shall be in such customary form and have such other provisions as Parent and the Company may reasonably specify) ), and (ii) instructions for use in effecting the surrender of the Certificates in exchange for payment of the Merger Consideration. Upon Each holder of record of one or more Certificates shall, upon surrender of a Certificate for cancellation to the Paying Agent of such Certificate or to such other agent or agents as may be appointed by ParentCertificates, together with such letter of transmittal, duly executed, and such other documents as may reasonably be required by the holder of such Certificate shall Paying Agent, be entitled to receive in exchange therefor the Merger Consideration for each Share formerly represented by amount of cash to which such Certificate holder is entitled pursuant to Section 3.01(a), and the Certificate Certificates so surrendered shall forthwith be cancelledcanceled. If In the event of a transfer of ownership of Company Stock which is not registered in the transfer records of the Company, payment of the Merger Consideration is to in accordance with this Section 3.02(b) may be made to a person Person other than the person Person in whose name the surrendered Certificate is registered, it shall be a condition of payment that the Certificate so surrendered is registered if such Certificate shall be properly endorsed or shall otherwise be otherwise in proper form for transfer (and that accompanied by all documents required to evidence and effect such transfer) and the person Person requesting such payment shall have paid pay any transfer and or other taxes required by reason of the payment of the Merger Consideration to a person Person other than the registered holder of such Certificate. No payment of Merger Consideration shall be paid to any holder of a Certificate with respect to the Converted Shares represented by such Certificate surrendered or until the holder of such Certificate shall have established to the satisfaction of the Surviving Corporation that surrendered such tax either has been paid or is not applicableCertificate in accordance with this Article III. Until surrendered as contemplated by this Section 2.23.02(b), each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive the Merger Consideration to which such holder is entitled to receive in cash as contemplated by respect of such Certificate pursuant to this Section 2.2Article III. Following the surrender of any Certificate, there shall be paid to the record holder of the Certificate representing whole shares of Company Stock issued in exchange therefor, without interest, at the time of such surrender, the Merger Consideration payable in respect therefor in accordance with this Article III. No interest shall be paid or will accrue on any payment to holders of Certificates pursuant to the provisions of this Article III.

Exchange Procedures. As soon as reasonably practicable after the Effective Time, the Paying Agent shall mail to each holder of record of a stock certificate or certificates, which immediately prior to the A-3 4 Effective Time represented outstanding Shares (the "Certificates"), whose Shares were converted pursuant to Section 2.1 into the right to receive the Merger Consideration Consideration: (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Paying Agent and shall be in such form and have such other provisions as the Parent and the Company may reasonably specify) ), and (ii) instructions for use in effecting the surrender of the Certificates in exchange for payment of the Merger Consideration. Upon surrender of a Certificate for cancellation to the Paying Agent or to such other agent or agents as may be appointed by ParentAgent, together with such letter of transmittal, duly executed, the holder of such Certificate shall be entitled to promptly receive in exchange therefor the Merger Consideration for each Share formerly represented by such Certificate and the Certificate so surrendered shall forthwith be cancelledcanceled. If payment of the Merger Consideration is to be made to a person Person other than the person Person in whose name the surrendered Certificate is registered, it shall be a condition of payment that the Certificate so surrendered shall be properly endorsed or shall be otherwise in proper form for transfer and that the person Person requesting such payment shall have paid any transfer and other taxes required by reason of the payment of the Merger Consideration to a person Person other than the registered holder of the Certificate surrendered or shall have established to the satisfaction of the Surviving Corporation that such tax either has been paid or is not applicable. Until surrendered as contemplated by this Section 2.2, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive the Merger Consideration in cash as contemplated by this Section 2.2.. (c)

Exchange Procedures. As soon as reasonably practicable Promptly after the Effective TimeTime (but in no event later than five business days following such date), the Surviving Corporation shall cause the Paying Agent shall to mail to each holder of record of a certificate or certificates, which certificates (the “Certificates”) that immediately prior to the Effective Time represented outstanding Shares (the "Certificates"), shares of Company Common Stock whose Shares shares were converted pursuant to Section 2.1 into the right to receive the Merger Consideration (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Paying Agent and shall be in such form and have such other provisions as Parent and the Company Surviving Corporation may reasonably specify) ), and (ii) instructions for use in effecting the surrender of the Certificates in exchange for payment of the Merger Consideration. Upon surrender of a Certificate for cancellation to the Paying Agent or to such other agent or agents as may be appointed by ParentAgent, together with such letter of transmittal, duly executed, and such other documents as may reasonably be required by the Paying Agent, the holder of such Certificate certificate shall be entitled to receive in exchange therefor the Merger Consideration for each Share formerly amount of cash into which the shares of Company Common Stock theretofore represented by such Certificate shall have been converted pursuant to Section 2.1(c), and the Certificate so surrendered shall forthwith be cancelledcanceled. If payment In the event of a transfer of ownership of Company Common Stock that is not registered in the transfer records of the Merger Consideration is to Company, payment may be made to a person Person other than the person Person in whose name the surrendered Certificate is registered, it shall be a condition of payment that the Certificate so surrendered is registered if such Certificate shall be properly endorsed or shall otherwise be otherwise in proper form for transfer and that the person Person requesting such payment shall have paid pay any transfer and or other taxes required by reason of the payment of the Merger Consideration to a person Person other than the registered holder of the Certificate surrendered or shall have established to the satisfaction of the Surviving Corporation that such tax either has been paid or is not applicable. Until surrendered as contemplated by this Section 2.2, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive the Merger Consideration in cash as contemplated by this Section 2.2.such

Exchange Procedures. As soon as reasonably practicable (a) Promptly after the Effective Time (but in no event later than five (5) Business Days following the Effective Time), the Surviving Company shall cause the Paying Agent shall to mail (or in the case of the Depositary Trust Company, deliver) to each registered holder of record of a certificate or certificates, which immediately prior to the Effective Time represented outstanding Shares (other than holders of the "Certificates"), whose Shares were converted pursuant to Section 2.1 into the right to receive the Merger Consideration Excluded Shares) (i) a letter of transmittal (which shall be in customary form for a Cayman Islands incorporated company and shall specify that delivery of the Per Share Merger Consideration to the registered holders of the Shares shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Paying Agent and shall be in such form and have such other provisions as Parent and the Company may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates share certificates (the “Certificates”) which have been issued representing the Shares (or affidavits of loss in lieu thereof) in exchange for payment of the Per Share Merger Consideration. Upon surrender of a Certificate for cancellation to the Paying Agent of (x) a Certificate (or to such affidavits of loss in lieu thereof) , other agent or agents as may be appointed than in respect of any Shares not represented by Parenta Certificate (the “Uncertificated Shares”), together with (y) such letter of transmittal, duly executedcompleted and validly executed in accordance with the instructions thereto, and (z) such other documents as may be customarily required by the Paying Agent, each holder of such Certificate the Certificates and each registered holder of Uncertificated Shares shall be entitled to receive in exchange therefor the Per Share Merger Consideration Consideration, without interest, for each Share (other than the Excluded Shares) formerly represented by such Certificate or Uncertificated Share, as the case may be, and the Certificate Certificates so surrendered shall forthwith be cancelled. If payment of the Merger Consideration is to be made to a person other than the person in whose name the surrendered Certificate is registered, it shall be a condition of payment that the Certificate so surrendered shall be properly endorsed or shall be otherwise in proper form for transfer and that the person requesting such payment shall have paid any transfer and other taxes required by reason of the payment of the Merger Consideration to a person other than the registered holder of the Certificate surrendered or shall have established to the satisfaction of the Surviving Corporation that such tax either has been paid or is not applicable. Until surrendered as contemplated by this Section 2.2, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive the Merger Consideration in cash as contemplated by this Section 2.2.

Exchange Procedures. As soon as reasonably practicable after the Effective Time, the Paying Exchange Agent shall mail to each holder of record of a certificate or certificates, which certificates that immediately prior to the Effective Time represented outstanding Shares shares of Company Common Stock (the "Certificates"), ) whose Shares shares were converted pursuant to Section 2.1 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 delivery of the Certificates to the Paying Exchange Agent and shall be in such form and have such other provisions as the Parent and the Company may reasonably specify) ), and (ii) instructions for use in effecting the surrender of the Certificates in exchange for payment of the Merger Consideration. Upon surrender of a Certificate for cancellation to the Paying Exchange Agent or to such other agent or agents as may be appointed by the Parent, together with such letter of transmittal, duly executed, the holder of such Certificate shall be entitled to receive in exchange therefor the Merger Consideration for each Share formerly represented by such Certificate determined pursuant to the provisions of this Article II, and the Certificate so surrendered shall forthwith be cancelledcanceled. If payment In the event of a transfer of ownership of Company Common Stock that is not registered in the transfer records of the Company, the Merger Consideration is to may be made paid to a person other than the person in whose name the surrendered Certificate is registered, it shall be a condition of payment that transferee if the Certificate so surrendered shall be properly endorsed or shall be otherwise in proper form for representing such Company Common Stock is presented to the Exchange Agent, accompanied by all documents required to evidence and effect such transfer and by evidence that the person requesting such payment shall any applicable stock transfer taxes have paid any transfer and other taxes required by reason of the payment of the Merger Consideration to a person other than the registered holder of the Certificate surrendered or shall have established to the satisfaction of the Surviving Corporation that such tax either has been paid or is not applicablepaid. Until surrendered as contemplated by this Section 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 Merger Consideration in cash as contemplated by this Section 2.2Consideration.

Exchange Procedures. As soon as reasonably practicable after the Effective Time, the Paying Surviving Corporation shall cause the Exchange Agent shall mail to deliver to each holder of record of a certificate or certificates, certificates which immediately prior to the Effective Time represented outstanding Shares shares of Company Common Stock (a "Certificate" or the "Certificates"), ) whose Shares shares were converted pursuant to Section 2.1 into the right to receive the Merger Consideration (i) 3.1, a form of letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Paying Agent and shall be in such form and have such other provisions as Parent and the Company may reasonably specify) and (ii) together with instructions for use in effecting the surrender of the Certificates in exchange for payment of the Merger Considerationtherefor. Upon surrender of a Certificate for cancellation to the Paying Exchange Agent or to such other agent or agents as may be appointed by Parent, together with such letter of transmittal, duly executed, and such other documents as may reasonably be required by the Exchange Agent, the holder of such Certificate shall be entitled to receive in exchange therefor the Merger Consideration Cash Price for each Share formerly share of Company Common Stock represented by such Certificate payable pursuant to the provisions of this Article III, and the Certificate so surrendered shall forthwith be cancelledcanceled. If payment In the event of a transfer of ownership of shares of Company Common Stock which is not registered in the transfer records of the Merger Consideration is to Company, the appropriate Cash Price may be made paid to a person other than the person in whose name the Certificate so surrendered Certificate is registered, it shall be a condition of payment that the if such Certificate so surrendered shall be properly endorsed or shall otherwise be otherwise in proper form for transfer transfer, and that the person requesting such payment shall have paid pay any transfer and or other taxes required by reason of the Cash Price payment of the Merger Consideration to a person other than the registered holder of the such Certificate surrendered or shall have established establish to the satisfaction of the Surviving Corporation Parent that such tax either has been paid or is not applicable. Until surrendered as contemplated by this Section 2.23.2, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration in cash Cash Price payment, as contemplated by this Section 2.23.2, without interest.

Exchange Procedures. As soon as reasonably practicable after the Effective TimeDate of the Merger, the Paying Agent Aspec shall mail to each holder of record of a certificate or certificates, certificates which immediately prior to the Effective Time Date of the Merger represented outstanding Shares shares of Inbox Common Stock (the "CertificatesCERTIFICATES"), ) whose Shares were shares are being converted into shares of Aspec Common Stock pursuant to Section 2.1 into the right to receive the Merger Consideration 3.1 hereof (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Paying Exchange Agent and which shall be in such form and have such other provisions as Parent and the Company Aspec may reasonably specify, including appropriate investment representations to be made by each such shareholder) (the "LETTER OF TRANSMITTAL") and (ii) instructions for use in effecting the surrender of the Certificates in exchange for payment shares of the Merger ConsiderationAspec Common Stock. Upon surrender of a Certificate for cancellation to the Paying Exchange Agent or to such other agent or agents as may be appointed by ParentAspec, together with such letter of transmittal, duly executed, the holder of such Certificate shall be entitled to receive in exchange therefor the Merger Consideration for each Share formerly represented by such Certificate number of shares of Aspec Common Stock and cash to which the holder of Inbox Common Stock is entitled pursuant to Section 3.1 hereof. The Certificate so surrendered shall forthwith be cancelledcanceled. If payment No interest will accrue or be paid to the holder of any outstanding Inbox Common Stock. From and after the Effective Date of the Merger Consideration is to be made to a person other than the person in whose name the surrendered Certificate is registeredMerger, it shall be a condition of payment that the Certificate so surrendered shall be properly endorsed or shall be otherwise in proper form for transfer and that the person requesting such payment shall have paid any transfer and other taxes required by reason of the payment of the Merger Consideration to a person other than the registered holder of the Certificate surrendered or shall have established to the satisfaction of the Surviving Corporation that such tax either has been paid or is not applicable. Until until surrendered as contemplated by this Section 2.23.4, each Certificate shall be deemed at any time after for all corporate purposes to evidence the Effective Time to represent only number of shares of Aspec Common Stock and cash into which the right to receive the Merger Consideration in cash as contemplated shares of Inbox Common Stock represented by this Section 2.2such Certificate have been converted.

Exchange Procedures. As soon as reasonably practicable Within ten days after the Effective Time, the Paying Agent shall mail to each holder of record of a certificate or certificates, which immediately prior to the Effective Time represented outstanding Shares shares of Company Common Stock (the "Certificates"), whose Shares shares were converted pursuant to Section 2.1 hereof into the right to receive the Merger Consideration (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery receipt of the Certificates to by the Paying Agent and shall be in such form and have such other provisions as Parent and the Company may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for payment of the Merger Consideration. Upon surrender of a Certificate for cancellation to the Paying Agent or to such other agent or agents as may be appointed by Parent, together with such letter of transmittal, duly executed, the holder of such Certificate shall be entitled to receive in exchange therefor the Merger Consideration for each Share share of Company Common Stock formerly represented by such Certificate and the Certificate so surrendered shall forthwith be cancelled. If payment of the Merger Consideration is to be made to a person other than the person in whose name the surrendered Certificate is registered, it shall be a condition of payment that the Certificate so surrendered shall be properly endorsed or shall be otherwise in proper form for transfer and that the person requesting such payment shall have paid any transfer and other taxes required by reason of the payment of the Merger Consideration to a person other than the registered holder of the Certificate surrendered or shall have established to the satisfaction of the Surviving Corporation that such tax either has been paid or is not applicablepayable. Until surrendered as contemplated by this Section 2.2, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive the Merger Consideration in cash as contemplated by this Section 2.2, without interest thereon.

Exchange Procedures. As soon as reasonably practicable Promptly (and in any event within five (5) Business Days) after the Effective Time, Parent shall cause the Paying Exchange Agent shall to mail to each holder of record of a certificate or certificates, which immediately prior to the Effective Time represented outstanding Shares shares of Company Common Stock (the "Certificates")each, whose Shares were converted pursuant to Section 2.1 into the right to receive the Merger Consideration 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 delivery of the Certificates to the Paying Agent and shall be in such customary form and have such other provisions as Parent and the Company may reasonably specify) and (ii) instructions ii)instructions for use in effecting the surrender of the Certificates in exchange for payment of the Merger ConsiderationConsideration payable with respect thereto. Upon surrender of a Certificate for cancellation to the Paying Agent or to such other agent or agents as may be appointed by ParentExchange Agent, together with such letter of transmittal, duly executed, the holder of such Certificate shall be entitled to receive in exchange therefor the Merger Consideration for each Share formerly represented by that such Certificate holder has the right to receive pursuant to the provisions of this Article IV, subject to Section 4.2(f) hereof, and the Certificate so surrendered shall forthwith immediately be cancelled. If No interest will be paid or accrued on the cash payable upon the surrender of such Certificate or Certificates. In the event of a transfer of ownership of Company Common Stock which is not registered in the transfer records of the Company, it will be a condition of payment of the Merger Consideration is to be made to a person other than the person in whose name that the surrendered Certificate is registered, it shall be a condition of payment that the Certificate so surrendered shall be properly endorsed endorsed, with signatures guaranteed, or shall be otherwise in proper form for transfer and that the person Person requesting such payment shall have paid will pay any transfer and or other taxes required by reason of the payment of the Merger Consideration to a person Person other than the registered holder of the surrendered Certificate surrendered or shall have established such Person will establish to the satisfaction of the Surviving Corporation Parent that such tax either has taxes have been paid or is are not applicable. Until surrendered as contemplated by this Section 2.24.2, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration in cash as contemplated by this Section 2.24.2. For purposes of this Agreement, the term “Person” shall mean an individual, corporation (including not-for-profit), general or limited partnership, limited liability company, joint venture, association, estate, trust, organization, Governmental Entity (as hereinafter defined) or other entity of any kind or nature.

Exchange Procedures. As soon as reasonably practicable after the Effective Time, Parent shall cause the Paying Agent shall to mail to each holder of record of a certificate or certificates, which immediately prior to the Effective Time represented outstanding Shares (the "Certificates"), whose Shares were converted pursuant to Section 2.1 3.01 hereto into the right to receive the Merger Consideration Consideration, (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Paying Agent and shall be in such form and have such other provisions as Parent and the Company may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for payment of the Merger Consideration. Upon surrender of a Certificate for cancellation to the Paying Agent or to such other agent or agents as may be appointed by ParentAgent, together with such letter of transmittal, duly executed, the holder of such Certificate shall be entitled to receive in exchange therefor there for the Merger Consideration for each Share share of Company Common Stock formerly represented by such Certificate and the Certificate so surrendered shall forthwith be cancelledcanceled. If payment of the Merger Consideration is to be made to a person other than the person in whose name the surrendered Certificate is registered, it shall be a condition of payment that the Certificate so surrendered shall be properly endorsed or shall be otherwise in proper form for transfer and that the person requesting such payment shall have paid any transfer and other taxes required by reason of the payment of the Merger Consideration to a person other than the registered holder of the Certificate surrendered or shall have established to the satisfaction of the Surviving Corporation that such tax either has been paid or is not applicable. Until surrendered as contemplated by this Section 2.23.02(b), each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive the Merger Consideration in cash as contemplated by this Section 2.23.02.