Common use of Surrender and Payment Clause in Contracts

Surrender and Payment. At the Effective Time the stock transfer books of Sagebrush shall be closed, and no transfer of any share of Sagebrush Common Stock theretofore outstanding shall thereafter be made. As soon as practicable after the Effective Time, each holder of Sagebrush Common Stock converted pursuant to Section 2.5(b), upon surrender, for cancellation, to an exchange agent designated by WSMP, subject to the approval of Sagebrush (such approval not to be withheld or delayed unreasonaly), prior to the Merger (the "Exchange Agent"), of one or more certificates previously representing Sagebrush Common Stock, will be entitled to receive (i) certificates representing Merger Consideration, as provided in Section 2.5(c), and (ii) a check for the applicable cash amount, if any, as provided in Section 2.6, in each case in respect of the aggregate number of shares of Sagebrush Common Stock previously represented by the certificate or certificates surrendered and promptly canceled after receipt thereof by the Exchange Agent. As promptly as practicable after the Closing Date, WSMP shall cause the Exchange Agent to deliver or mail to each shareholder of Sagebrush a letter of transmittal and instructions for use in surrendering, in exchange for Merger consideration, the certificates that immediately prior to the Effective Time represented shares of Sagebrush Common Stock. Upon the surrender of such certificates, together with such letter of transmittal and such other documents as may reasonably be requested, WSMP shall promptly cause the Merger Consideration to be issued and delivered to the persons entitled therto. No dividend or other distribution payable following the Closing with respect to shares of WSMP Common Stock to be recieved as Merger Consideration shall be paid, and there shall be no right to vote such shares of WSMP Common Stock, until the Sagebrush shareholder has tendered the certificate or certificates representing shares of Sagebrush Common Stock to be exchanged for Merger Consideration, it being understood, however, that such tender when made shall relate back to the Effective Time for the purposes of any rights to receive dividends and other distributions with respect to WSMP Common Stock distributable to holders of record after the Effective Time. No interest will be paid or acccrued on the Merger Consideration upon the surrender of the certificate or certificates representing shares of Sagebrush Common Stock or on dividends or other distributions deferred as described in the immediately preceding sentence. With respect to any certificate for Sagebrush Common Stock that has been lost or destroyed, WSMP shall cause the Merger Consideration attributable to such certificate to be paid upon receipt of evidence and indemnity reasonably satisfactory to it of the shares represented thereby.

Surrender and Payment. At (a) Prior to the Effective Time Mailing Date, CME Holdings shall appoint an exchange agent reasonably acceptable to CBOT Holdings (the stock transfer books “Exchange Agent”) for the purpose of Sagebrush shall be closed, and no transfer exchanging Certificates representing shares of any share of Sagebrush CBOT Holdings Class A Common Stock theretofore outstanding shall thereafter be madeand non-certificated shares represented by book entry (“Book-Entry Shares”) for the Merger Consideration. As soon as practicable Promptly after the Effective Time, but in no event more than three (3) Business Days thereafter, the Surviving Entity will send, or will cause the Exchange Agent to send, to each holder of Sagebrush Common Stock converted pursuant to Section 2.5(b), upon surrender, for cancellation, to an exchange agent designated by WSMP, subject to the approval of Sagebrush (such approval not to be withheld or delayed unreasonaly), prior to the Merger (the "Exchange Agent"), of one or more certificates previously representing Sagebrush Common Stock, will be entitled to receive (i) certificates representing Merger Consideration, as provided in Section 2.5(c), and (ii) a check for the applicable cash amount, if any, as provided in Section 2.6, in each case in respect of the aggregate number record of shares of Sagebrush CBOT Holdings Class A Common Stock as of the Effective Time (other than any holder which has previously represented by and properly surrendered all of its Certificate(s) to the certificate or certificates surrendered Exchange Agent in accordance with Section 1.10 ), a letter of transmittal for use in such exchange (which shall specify that the delivery shall be effected, and promptly canceled after receipt thereof by risk of loss and title shall pass, only upon proper delivery of the Certificates to the Exchange Agent) in such form as CBOT Holdings and CME Holdings may reasonably agree, for use in effecting delivery of shares of CBOT Holdings Class A Common Stock to the Exchange Agent. As promptly as practicable after the Closing Election Date (and in no event later than three (3) Business Days after the Election Date), WSMP shall cause the Exchange Agent to deliver or mail to each shareholder shall determine the Actual Cash Amount and the allocation of Sagebrush a letter Merger Consideration and shall notify CME Holdings of transmittal and instructions for use in surrendering, in exchange for Merger considerationsuch determination (the date of such determination, the certificates that immediately prior to the Effective Time represented shares of Sagebrush Common Stock“Determination Date”). Upon the surrender of such certificates, together with such letter of transmittal and such other documents as may reasonably be requested, WSMP shall promptly cause the Merger Consideration to be issued and delivered to the persons entitled therto. No dividend or other distribution payable following the Closing with respect to shares of WSMP Common Stock to be recieved as Merger Consideration shall be paid, and there shall be no right to vote such shares of WSMP Common Stock, until the Sagebrush shareholder has tendered the certificate or certificates representing shares of Sagebrush Common Stock to be exchanged for Merger Consideration, it being understood, however, that such tender when made shall relate back to the Effective Time for the purposes of any rights to receive dividends and other distributions with respect to WSMP Common Stock distributable to holders of record after At the Effective Time. No interest will , CME Holdings shall deposit with the Exchange Agent (i) the number of shares of CME Holdings Class A Common Stock (including fractional shares) to be paid or acccrued on the Merger delivered as Stock Consideration upon the surrender in respect of the certificate or certificates representing No Election Shares and the shares of Sagebrush CBOT Holdings Class A Common Stock for which an election to receive stock consideration is properly made and not revoked or on lost pursuant to this Section 2.1, (ii) the number of shares of CME Holdings Class A Common Stock (including fractional shares) as shall be necessary to deliver the Stock Consideration in respect of the shares of CBOT Holdings Class A Common Stock for which an election to receive the Stock Consideration is properly made and not revoked or lost pursuant to this Section 2.1, and (iii) the Available Cash Amount. CME Holdings shall also make sufficient funds available to the Exchange Agent from time to time as needed to pay cash in respect of dividends or other distributions deferred as described contemplated by Section 2.1(f). Exchange of any Book-Entry Shares shall be effected in the immediately preceding sentence. With accordance with CME Holdings’ customary procedures with respect to any certificate for Sagebrush Common Stock that has been lost or destroyed, WSMP shall cause the Merger Consideration attributable to such certificate to be paid upon receipt of evidence and indemnity reasonably satisfactory to it of the shares securities represented therebyby book entry.

Surrender and Payment. At PACIFIC shall, at the Effective Time and upon surrender of a DISTRIBUTORS Certificate (hereinafter defined), deliver to each holder of record of one or more certificates representing DISTRIBUTORS Common Stock (collectively, the stock transfer books "DISTRIBUTORS Certificates") that has been converted into PACIFIC Common Stock as set forth in Section 1(f), a certificate or certificates representing the number of Sagebrush PACIFIC Common Stock into which the shares represented by the DISTRIBUTORS Certificate so surrendered shall have been converted as provided in Section 1(f). If any PACIFIC Common Stock is to be issued in a name other than that in which a DISTRIBUTORS Certificate so surrendered is then registered, it shall be closed, and no transfer a condition of such exchange that the DISTRIBUTORS Certificate surrendered be accompanied by payment of any share applicable transfer taxes and documents required for a valid transfer in the reasonable judgment of Sagebrush Common Stock theretofore outstanding shall thereafter be madePACIFIC and its counsel. As soon as practicable From and after the Effective Time, until so surrendered, each DISTRIBUTORS Certificate shall be deemed for all corporate purposes, except as set forth below, to evidence the number of PACIFIC Common Stock into which the DISTRIBUTORS Common Stock represented by such DISTRIBUTORS Certificate shall have been converted. Unless and until any DISTRIBUTORS Certificate shall be so surrendered, the holder of Sagebrush Common Stock converted pursuant to Section 2.5(b), upon surrender, for cancellation, to an exchange agent designated by WSMP, subject to the approval of Sagebrush (such approval not to be withheld or delayed unreasonaly), prior to the Merger (the "Exchange Agent"), of one or more certificates previously representing Sagebrush Common Stock, will be entitled to receive (i) certificates representing Merger Consideration, as provided in Section 2.5(c), and (ii) a check for the applicable cash amount, if any, as provided in Section 2.6, in each case in respect of the aggregate number of shares of Sagebrush Common Stock previously represented by the certificate or certificates surrendered and promptly canceled after receipt thereof by the Exchange Agent. As promptly as practicable after the Closing Date, WSMP DISTRIBUTORS Certificate shall cause the Exchange Agent to deliver or mail to each shareholder of Sagebrush a letter of transmittal and instructions for use in surrendering, in exchange for Merger consideration, the certificates that immediately prior to the Effective Time represented shares of Sagebrush Common Stock. Upon the surrender of such certificates, together with such letter of transmittal and such other documents as may reasonably be requested, WSMP shall promptly cause the Merger Consideration to be issued and delivered to the persons entitled therto. No dividend or other distribution payable following the Closing with respect to shares of WSMP Common Stock to be recieved as Merger Consideration shall be paid, and there shall be have no right to vote such shares of WSMP Common Stock, until the Sagebrush shareholder has tendered the certificate or certificates representing shares of Sagebrush Common Stock to be exchanged for Merger Consideration, it being understood, however, that such tender when made shall relate back to the Effective Time for the purposes of any rights to receive any dividends and or other distributions with respect to WSMP Common Stock distributable made to holders of record of PACIFIC Common Stock after the Effective Time. No interest will Upon surrender of a DISTRIBUTORS Certificate, the holder of record thereof shall receive, together with certificates representing PACIFIC Common Stock to which he shall be entitled in accordance with Section 1(f), all dividends and other distributions which shall have theretofore been paid or acccrued on the Merger Consideration upon the surrender made to holders of the certificate or certificates representing shares record of Sagebrush PACIFIC Common Stock or on dividends or other distributions deferred as described in after the immediately preceding sentence. With Effective Time with respect to any certificate such shares. PACIFIC shall be authorized to deliver certificates for Sagebrush PACIFIC Common Stock that attributable to any DISTRIBUTORS Certificate theretofore issued which has been lost or destroyed, WSMP shall cause the Merger Consideration attributable to such certificate to be paid destroyed upon receipt of satisfactory evidence and indemnity reasonably satisfactory to it of ownership of the shares of DISTRIBUTORS Common Stock formerly represented therebythereby and of appropriate indemnification of PACIFIC. Exhibit B annexed hereto sets forth each holder of record of DISTRIBUTORS Common Stock, the number of shares of DISTRIBUTORS Common Stock owned by such holder, and the DISTRIBUTORS Certificate(s) representing the shares of DISTRIBUTORS Common Stock owned by such holder.

Surrender and Payment. At (a) Prior to the Effective Time Time, Parent shall appoint Acquiom Financial LLC as the stock transfer books payment agent (or such other nationally recognized payment agent agreed to between the parties) (the “Payment Agent”) to act as agent for the Company’s stockholders who shall become entitled to receive funds pursuant to this Agreement, including as agent for the purpose of Sagebrush surrendering, for the Per Share Merger Consideration, Certificates, and, as applicable for the Warrant Payments, Warrant Certificates; provided, however, that any references herein to “Certificates” or “Warrant Certificates” are deemed to include references to book-entry account statements relating to the ownership of shares of Company Common Stock or Company Warrants, as applicable. At or prior to the Effective Time, Parent shall deposit, or shall cause to be deposited, with the Payment Agent an amount equal to the Aggregate Consideration (the “Payment Fund”) (less the portion of the Aggregate Consideration payable in respect of the Company RSU Awards and Company Stock Options, the amount of which shall be closedcontributed by Parent to the Surviving Corporation and shall be payable by the Surviving Corporation through normal payroll processes, subject to applicable withholding in accordance with Section 2.09, not later than the first normal payroll date that occurs at least two (2) Business Days after the Closing Date). The Payment Fund shall not be used for any other purpose. The Surviving Corporation shall (and no transfer Parent shall cause the Surviving Corporation to) pay all charges and expenses, including those of any share the Payment Agent, in connection with the conversion of Sagebrush shares of Company Common Stock theretofore outstanding shall thereafter be madeinto the right to receive the Per Share Merger Consideration in respect of each of such shares. As soon as practicable Promptly after the Effective Time, and in any event no later than three (3) Business Days after the Effective Time, Parent shall send, or shall cause the Payment Agent to send, to each record holder of Sagebrush shares of Company Common Stock as of immediately prior to the Effective Time whose shares were converted into the right to receive the Per Share Merger Consideration pursuant to Section 2.5(b), upon surrender, for cancellation, to an exchange agent designated by WSMP, subject to the approval of Sagebrush (such approval not to be withheld or delayed unreasonaly), prior to the Merger (the "Exchange Agent"), of one or more certificates previously representing Sagebrush Common Stock, will be entitled to receive (i2.03(a) certificates representing Merger Consideration, as provided in Section 2.5(c), and (ii) a check for the applicable cash amount, if any, as provided in Section 2.6, in each case in respect of the aggregate number of shares of Sagebrush Common Stock previously represented by the certificate or certificates surrendered and promptly canceled after receipt thereof by the Exchange Agent. As promptly as practicable after the Closing Date, WSMP shall cause the Exchange Agent to deliver or mail to each shareholder of Sagebrush a letter of transmittal and instructions in forms reasonably satisfactory to the Company (which shall specify that the delivery shall be effected, and risk of loss and title shall pass, only upon proper delivery or transfer of the Certificates (or affidavits of loss in lieu of the Certificates pursuant to Section 2.10) to the Payment Agent for use in surrendering, in exchange for Merger consideration, the certificates that immediately prior to the Effective Time represented shares of Sagebrush Common Stock. Upon the surrender of such certificates, together with such letter of transmittal and such other documents as may reasonably be requested, WSMP shall promptly cause the Merger Consideration to be issued and delivered to the persons entitled therto. No dividend or other distribution payable following the Closing with respect to shares of WSMP Common Stock to be recieved as Merger Consideration shall be paid, and there shall be no right to vote such shares of WSMP Common Stock, until the Sagebrush shareholder has tendered the certificate or certificates representing shares of Sagebrush Common Stock to be exchanged for Merger Consideration, it being understood, however, that such tender when made shall relate back to the Effective Time for the purposes of any rights to receive dividends and other distributions with respect to WSMP Common Stock distributable to holders of record after the Effective Time. No interest will be paid or acccrued on the Merger Consideration upon the surrender of the certificate or certificates representing shares of Sagebrush Common Stock or on dividends or other distributions deferred as described in the immediately preceding sentence. With respect to any certificate for Sagebrush Common Stock that has been lost or destroyed, WSMP shall cause the Merger Consideration attributable to such certificate to be paid upon receipt of evidence and indemnity reasonably satisfactory to it of the shares represented therebyexchange).

Surrender and Payment. At (a) Prior to the Effective Time, Parent shall appoint an agent reasonably acceptable to the Company (the “Exchange Agent”) for the purpose of paying the Merger Consideration as provided in Section 1.2(a) and Section 1.6. Contemporaneously with the Effective Time, Parent shall deposit with and make available to (or shall cause to be deposited with and made available to) the Exchange Agent cash sufficient to pay the full Closing Cash Consideration in respect of shares of Company Common Stock and Company Warrants, but not any Closing Cash Consideration in respect of any Excluded Shares, Dissenting Shares as of the Effective Time or, for the stock transfer books avoidance of Sagebrush doubt, the Company RSA Cash Consideration, the Company Option Cash Consideration, the Company RSU Cash Consideration or the Company PSU Cash Consideration (the “Exchange Fund”). If, for any reason (including losses) the Exchange Fund is inadequate to pay the Closing Cash Consideration in respect of the shares of Company Common Stock and Company Warrants (excluding any Closing Cash Consideration in respect of any Excluded Shares, Dissenting Shares as of the Effective Time or, for the avoidance of doubt, the Company RSA Cash Consideration, the Company Option Cash Consideration, the Company RSU Cash Consideration or the Company PSU Cash Consideration), Parent shall be closedtake all steps necessary to enable or cause the Surviving Corporation promptly to deposit with and make available to the Exchange Agent additional cash sufficient to pay all such amounts, and Parent and the Surviving Corporation shall in any event be liable for the timely payment thereof. All cash deposited with the Exchange Agent shall only be used for the purposes provided in this Agreement, or as otherwise agreed by the Company and Parent before the Effective Time. Any income from investment of the Exchange Fund will be payable to the Parent or the Surviving Corporation, as the Parent directs. Promptly after the Effective Time (but in no transfer of any share of Sagebrush Common Stock theretofore outstanding shall thereafter be made. As soon as practicable event later than five (5) Business Days after the Effective Time, each holder of Sagebrush Common Stock converted pursuant to Section 2.5(b), upon surrender, for cancellation, to an exchange agent designated by WSMP, subject to the approval of Sagebrush (such approval not to be withheld or delayed unreasonaly), prior to the Merger (the "Exchange Agent"), of one or more certificates previously representing Sagebrush Common Stock, will be entitled to receive (i) certificates representing Merger Consideration, as provided in Section 2.5(c), and (ii) a check for the applicable cash amount, if any, as provided in Section 2.6, in each case in respect of the aggregate number of shares of Sagebrush Common Stock previously represented by the certificate or certificates surrendered and promptly canceled after receipt thereof by the Exchange Agent. As promptly as practicable after the Closing Date, WSMP Parent shall cause the Exchange Agent to deliver or mail send to each shareholder holder of Sagebrush shares of Company Common Stock at the Effective Time (other than the Company, Parent, Merger Subsidiary or any Subsidiary of the Company or Parent) a letter of transmittal transmittal, in form and substance reasonably acceptable to the Company, and instructions for use in surrenderingsuch exchange (which shall specify that the delivery shall be effected, in exchange for Merger considerationand risk of loss and title shall pass, only upon transfer of the certificates that immediately prior to the Effective Time represented shares of Sagebrush Common Stock. Upon the surrender of such certificates, together with such letter of transmittal and such other documents as may reasonably be requested, WSMP shall promptly cause the Merger Consideration to be issued and delivered to the persons entitled therto. No dividend or other distribution payable following the Closing with respect to shares of WSMP Company Common Stock to be recieved as Merger Consideration shall be paid, and there shall be no right to vote such shares of WSMP Common Stock, until the Sagebrush shareholder has tendered the certificate or certificates representing shares of Sagebrush Common Stock to be exchanged for Merger Consideration, it being understood, however, that such tender when made shall relate back Exchange Agent). Notwithstanding anything to the Effective Time for the purposes of contrary contained herein, Parent shall not be required to deposit any rights to receive dividends and other distributions with respect to WSMP Common Stock distributable to holders of record after the Effective Time. No interest will be paid or acccrued on the Merger Consideration upon the surrender of the certificate or certificates representing shares of Sagebrush Common Stock or on dividends or other distributions deferred as described in the immediately preceding sentence. With respect funds related to any certificate for Sagebrush Common Stock that has been lost or destroyed, WSMP shall cause CVR with the Merger Consideration attributable Rights Agent unless and until such deposit is required pursuant to such certificate to be paid upon receipt of evidence and indemnity reasonably satisfactory to it of the shares represented therebyCVR Agreement.

Surrender and Payment. At (a) Prior to the Effective Time Time, Parent shall appoint American Stock Transfer & Trust Company, LLC (the stock transfer books “Exchange Agent”) for the purpose of Sagebrush shall be closed, and no transfer of any share of Sagebrush Common Stock theretofore outstanding shall thereafter be made. As soon exchanging for the Merger Consideration as promptly as practicable after the Effective Time, each holder of Sagebrush Common Stock converted pursuant to Section 2.5(b), upon surrender, for cancellation, to an exchange agent designated by WSMP, subject to the approval of Sagebrush (such approval not to be withheld or delayed unreasonaly), prior to the Merger (the "Exchange Agent"), of one or more certificates previously representing Sagebrush Common Stock, will be entitled to receive Time (i) certificates representing Merger Consideration, as provided in Section 2.5(c), and Company Common Shares (the “Certificates”) or (ii) a check for uncertificated Company Common Shares (the applicable cash amount“Uncertificated Shares”). No later than ten (10) Business Days prior to the Effective Time, if anyParent shall enter into an agreement with the Exchange Agent in form and substance reasonably acceptable to the Special Committee and Parent (the “Exchange Agent Agreement”) pursuant to which Parent shall appoint the Exchange Agent. At or prior to the Effective Time, as provided in Section 2.6, in each case Merger Sub (or Parent on behalf of Merger Sub) shall make available to the Exchange Agent the aggregate Merger Consideration to be paid in respect of the aggregate number of shares of Sagebrush Common Stock previously represented by such Certificates and the certificate or certificates surrendered and promptly canceled after receipt thereof Uncertificated Shares. Such funds may be invested by the Exchange AgentAgent as directed by Xxxxxx; provided that (i) such funds shall only be invested in the manner provided in the Exchange Agent Agreement, (ii) no such investment or losses thereon shall affect the Merger Consideration payable to holders of Company Common Shares entitled to receive such consideration pursuant to Section 2.02(a), (iii) to the extent necessary to pay the Merger Consideration, the Surviving Corporation (or Parent on behalf of the Surviving Corporation) shall promptly cause to be provided additional funds to the Exchange Agent for the benefit of holders of Company Common Shares entitled to receive such consideration and (iv) no such investment shall have a maturity that would reasonably be expected to prevent or delay payments to be made pursuant to this Agreement. Any net profit resulting from such investments or interest or income produced by such investments shall be payable to the Surviving Corporation. As promptly as practicable after the Closing DateEffective Time (but no later than five (5) Business Days thereafter), WSMP Parent shall cause the Surviving Corporation to send, or shall cause the Exchange Agent to deliver or mail send, to each shareholder holder of Sagebrush Company Common Shares entitled to receive the Merger Consideration pursuant to Section 2.02(a) at the Effective Time a letter of transmittal and instructions for use (which shall be in surrendering, in exchange for Merger consideration, a form reasonably acceptable to the certificates that immediately Company and Parent and finalized prior to the Effective Time represented shares and which shall specify that the delivery shall be effected, and risk of Sagebrush Common Stock. Upon loss and title shall pass, only upon proper delivery of the surrender Certificates or transfer of such certificates, together with such letter of transmittal and such other documents as may reasonably be requested, WSMP shall promptly cause the Merger Consideration to be issued and delivered Uncertificated Shares to the persons entitled therto. No dividend or other distribution payable following Exchange Agent) for use in such exchange (the Closing with respect to shares “Letter of WSMP Common Stock to be recieved as Merger Consideration shall be paid, and there shall be no right to vote such shares of WSMP Common Stock, until the Sagebrush shareholder has tendered the certificate or certificates representing shares of Sagebrush Common Stock to be exchanged for Merger Consideration, it being understood, however, that such tender when made shall relate back to the Effective Time for the purposes of any rights to receive dividends and other distributions with respect to WSMP Common Stock distributable to holders of record after the Effective Time. No interest will be paid or acccrued on the Merger Consideration upon the surrender of the certificate or certificates representing shares of Sagebrush Common Stock or on dividends or other distributions deferred as described in the immediately preceding sentence. With respect to any certificate for Sagebrush Common Stock that has been lost or destroyed, WSMP shall cause the Merger Consideration attributable to such certificate to be paid upon receipt of evidence and indemnity reasonably satisfactory to it of the shares represented therebyTransmittal”).

Surrender and Payment. At the Effective Time the stock transfer books of Sagebrush shall be closed, and no transfer of any share of Sagebrush Common Stock theretofore outstanding shall thereafter be made. As soon as practicable after (a) Prior to the Effective Time, each holder of Sagebrush Common Stock converted pursuant to Section 2.5(b), upon surrender, for cancellation, to Parent will appoint an exchange agent designated by WSMP, subject reasonably acceptable to the approval Target (the “Exchange Agent”) to act as the agent for the purpose of Sagebrush (such approval not to be withheld or delayed unreasonaly)exchanging for the Merger Consideration, prior to the Merger (the "Exchange Agent"), of one or more certificates previously representing Sagebrush Common Stock, will be extent entitled to receive thereto: (i) certificates representing Merger Considerationthe Certificates, as provided in Section 2.5(c), and or (ii) a check for the applicable cash amount, if any, as provided in Section 2.6, in each case in respect of the aggregate number of book-entry shares of Sagebrush Common Stock previously represented by the certificate or certificates surrendered and promptly canceled after receipt thereof by the Exchange Agent. As promptly as practicable after the Closing Date, WSMP shall cause the Exchange Agent to deliver or mail to each shareholder of Sagebrush a letter of transmittal and instructions for use in surrendering, in exchange for Merger consideration, the certificates that which immediately prior to the Effective Time represented the shares of Sagebrush Target Common StockStock (the “Book-Entry Shares”). Upon On and after the surrender Effective Time, Parent will deposit, or cause the Surviving Corporation to deposit, (x) with the Exchange Agent, sufficient funds to pay the aggregate Merger Consideration that is payable in respect of all of the shares of Target Common Stock outstanding immediately prior to the Effective Time (other than the Cancelled Shares, the Accepted Shares and the Non-Tendered Target Restricted Stock Awards), and (y) with the Surviving Corporation, sufficient funds to pay the Option Consideration (less any Taxes required to be withheld in accordance with Section 4.05) (collectively, the “Payment Fund”) in amounts and at the times necessary for such certificatespayments, together and (z) with such the Exchange Agent, an amount sufficient to pay the fees and expenses of the Exchange Agent. If for any reason (including losses) the Payment Fund is inadequate to pay the amounts to which holders of shares of Target Common Stock (other than Non-Tendered Target Restricted Stock Awards) will be entitled under Section 4.01(b), Parent will take all steps necessary to enable or cause the Surviving Corporation promptly to deposit in trust additional cash with the Exchange Agent sufficient to make all payments required under Section 4.01(b), and Parent and the Surviving Corporation will in any event be liable for the payment thereof. The Payment Fund will not be used for any other purpose. The Surviving Corporation will pay all charges and expenses, including those of the Exchange Agent, in connection with the exchange of shares of Target Common Stock for the Merger Consideration. Promptly after the Effective Time, Parent will send, or will cause the Exchange Agent to send, to each record holder of shares of Target Common Stock (other than Non-Tendered Target Restricted Stock Awards) at the Effective Time, a letter of transmittal and such other documents as may reasonably instructions (which will specify that the delivery will be requestedeffected, WSMP shall promptly cause and risk of loss and title will pass, only upon proper delivery of the Merger Consideration to be issued and delivered Certificates or transfer of the Book-Entry Shares to the persons entitled therto. No dividend or other distribution payable following the Closing with respect to shares of WSMP Common Stock to be recieved as Merger Consideration shall be paid, and there shall be no right to vote Exchange Agent) for use in such shares of WSMP Common Stock, until the Sagebrush shareholder has tendered the certificate or certificates representing shares of Sagebrush Common Stock to be exchanged for Merger Consideration, it being understood, however, that such tender when made shall relate back to the Effective Time for the purposes of any rights to receive dividends and other distributions with respect to WSMP Common Stock distributable to holders of record after the Effective Time. No interest will be paid or acccrued on the Merger Consideration upon the surrender of the certificate or certificates representing shares of Sagebrush Common Stock or on dividends or other distributions deferred as described in the immediately preceding sentence. With respect to any certificate for Sagebrush Common Stock that has been lost or destroyed, WSMP shall cause the Merger Consideration attributable to such certificate to be paid upon receipt of evidence and indemnity reasonably satisfactory to it of the shares represented therebyexchange.

Surrender and Payment. At the Effective Time the stock transfer books of Sagebrush shall be closed, and no transfer of any share of Sagebrush Common Stock theretofore outstanding shall thereafter be made. As soon as practicable after (a) Prior to the Effective Time, each holder Buyer shall appoint a depositary (the “Depositary”) for the purpose of Sagebrush exchanging certificates representing Company Common Stock converted Shares for the Amalgamation Consideration. The Depositary shall at all times be a United States commercial bank having a combined capital and surplus of at least $500,000,000. Pursuant to the terms of the Escrow Agreement to be entered into pursuant to Section 2.5(bthe Pledge and Escrow Procedures between the Escrow Agent, Buyer and the Company (the “Escrow Agreement”), upon surrender, for cancellation, to an exchange agent designated by WSMP, subject to the approval of Sagebrush (such approval not to be withheld or delayed unreasonaly), no later than immediately prior to the Merger Effective Time, Buyer and the Company shall instruct the escrow agent (the "Exchange “Escrow Agent"”) under the Escrow Agreement to deposit with the Depositary $65,618,962 in cash (the “Escrowed Amalgamation Consideration Amount”) from the assets then currently held in the escrow fund relating to the Escrow Agreement (the “Escrow Fund”) and to pay to Buyer any amounts remaining in the Escrow Fund after payment of the Escrowed Amalgamation Consideration Amount and the Calypso Payment (as defined herein). By no later than immediately prior to the Effective Time, Buyer shall deposit with the Depositary cash in an amount in excess of one or more certificates previously representing Sagebrush Common Stockthe Escrowed Amalgamation Consideration Amount necessary, will be entitled to receive (i) certificates representing Merger Considerationwhen combined with the Escrowed Amalgamation Consideration Amount, for payment of the Amalgamation Consideration as provided in Section 2.5(c), and (ii) 2.1 upon surrender of a check for the applicable cash amount, if any, as provided in Section 2.6, in each case in respect of the aggregate number of shares of Sagebrush Common Stock previously represented by the certificate or certificates surrendered and promptly canceled after receipt thereof by the Exchange Agent. As promptly as practicable after the Closing Date, WSMP shall cause the Exchange Agent to deliver or mail to each shareholder of Sagebrush a letter of transmittal and instructions for use in surrendering, in exchange for Merger consideration, the certificates that immediately prior to the Effective Time represented shares of Sagebrush outstanding Company Common StockShares in the manner provided in this Section 2.2. Upon the surrender of such certificates, together with such letter of transmittal and such other documents as may reasonably be requested, WSMP shall promptly cause the Merger Consideration to be issued and delivered to the persons entitled therto. No dividend or other distribution payable following the Closing with respect to shares of WSMP Common Stock to be recieved as Merger Consideration shall be paid, and there shall be no right to vote such shares of WSMP Common Stock, until the Sagebrush shareholder has tendered the certificate or certificates representing shares of Sagebrush Common Stock to be exchanged for Merger Consideration, it being understood, however, that such tender when made shall relate back to the Effective Time for the purposes of any rights to receive dividends and other distributions with respect to WSMP Common Stock distributable to holders of record Promptly after the Effective Time. No interest , Buyer will send, or will cause the Depositary to send, but in no event later than five business days after the Effective Time, to each holder of record of Company Common Shares at the Effective Time a letter of transmittal for use in such exchange (which shall specify that the delivery shall be paid or acccrued on effected, and risk of loss and title shall pass, only upon proper delivery of the Merger Consideration upon certificates representing Company Common Shares to the Depositary) and instructions for use in effecting the surrender of Company Common Shares in exchange for the certificate or certificates representing shares of Sagebrush Common Stock or on dividends or other distributions deferred as described in the immediately preceding sentence. With respect to any certificate for Sagebrush Common Stock that has been lost or destroyed, WSMP shall cause the Merger Consideration attributable to such certificate to be paid upon receipt of evidence and indemnity reasonably satisfactory to it of the shares represented therebyAmalgamation Consideration.

Surrender and Payment. At the Effective Time the stock transfer books of Sagebrush shall be closed, and no transfer of any share of Sagebrush Common Stock theretofore outstanding shall thereafter be made. As soon as practicable after (a) Prior to the Effective Time, each holder of Sagebrush Common Stock converted pursuant to Section 2.5(b)Parent shall appoint, upon surrender, for cancellation, to an exchange agent designated by WSMP, subject to with the Company’s prior approval of Sagebrush (such approval not to be unreasonably withheld or delayed unreasonalydelayed), prior to an agent (the “Exchange Agent”) for the purpose of exchanging for the Merger (the "Exchange Agent"), of one or more certificates previously representing Sagebrush Common Stock, will be entitled to receive Consideration (i) certificates representing Merger Consideration, as provided in Section 2.5(c), and shares of Company Stock (the “Certificates”) or (ii) a check for uncertificated shares of Company Stock (the applicable “Uncertificated Shares”). At or prior to the Closing, Parent shall deposit or cause to be deposited with the Exchange Agent an amount in cash amount, if any, as provided in Section 2.6, in each case immediately available funds (the “Exchange Fund”) equal to the aggregate Merger Consideration to be paid in respect of the aggregate number of Certificates and the Uncertificated Shares, excluding (i) shares of Sagebrush Common Company Stock previously represented by the certificate or certificates surrendered and promptly canceled after receipt thereof by the Exchange Agent. As promptly as practicable after the Closing Date, WSMP shall cause the Exchange Agent to deliver or mail to each shareholder of Sagebrush a letter of transmittal and instructions for use in surrendering, in exchange for Merger consideration, the certificates that outstanding immediately prior to the Effective Time represented shares and held by a holder who has not voted in favor of Sagebrush Common Stock. Upon the surrender of such certificates, together with such letter of transmittal and such other documents as may reasonably be requested, WSMP shall promptly cause the Merger Consideration or consented thereto in writing and who has demanded appraisal for such shares in accordance with Delaware Law (each such share, a “Dissenting Share”) and (ii) shares held by the Company and by Parent. If a holder of Dissenting Shares fails to be issued and delivered perfect, withdraws or otherwise loses the right to appraisal pursuant to Section 262 of the persons entitled therto. No dividend or other distribution payable following the Closing Delaware Law with respect to shares of WSMP Common Stock to be recieved as Merger Consideration shall be paidany Dissenting Shares, and there shall be no right to vote (i) such shares of WSMP Common Stock, until the Sagebrush shareholder has tendered the certificate or certificates representing shares of Sagebrush Common Company Stock shall cease to be exchanged Dissenting Shares and (ii) Parent shall make available or cause to be made available to the Exchange Agent additional funds in an amount equal to the product of (x) the number of Dissenting Shares for which the holder thereof has failed to perfect, withdrawn or otherwise lost the right to appraisal pursuant to Section 262 of the Delaware Law and (y) the Merger Consideration, it being understood, however, . The Exchange Agent shall invest the Exchange Fund as directed by Parent; provided that such tender when made investments shall relate back be in obligations of or guaranteed by the United States of America, in commercial paper obligations rated A-1 or P-1 or better by Xxxxx’x Investors Service, Inc. or Standard & Poor’s Financial Services LLC, respectively, or in money market funds having a rating in the highest investment category granted by a recognized credit rating agency at the time of investment. Any interest and other income resulting from such investment shall become a part of the Exchange Fund, and any amounts in excess of the aggregate amounts payable under Section 2.02(a) shall be returned to the Effective Time for Surviving Corporation in accordance with Section 2.03(g). To the purposes of extent that there are any rights to receive dividends and other distributions losses with respect to WSMP Common Stock distributable any such investments, or the Exchange Fund diminishes for any reason below the level required for the Exchange Agent to holders of record after the Effective Time. No interest will be paid make prompt cash payment under Section 2.02(a), Parent shall, or acccrued on the Merger Consideration upon the surrender of the certificate or certificates representing shares of Sagebrush Common Stock or on dividends or other distributions deferred as described in the immediately preceding sentence. With respect to any certificate for Sagebrush Common Stock that has been lost or destroyed, WSMP shall cause the Merger Consideration attributable Surviving Corporation to, promptly replace or restore the cash in the Exchange Fund so as to ensure that the Exchange Fund is at all times maintained at a level sufficient for the Exchange Agent to make such certificate to be paid upon receipt of evidence and indemnity reasonably satisfactory to it of the shares represented therebypayments under Section 2.02(a).

Surrender and Payment. At (a) Prior to the Effective Time, Parent shall appoint an agent reasonably acceptable to the Company (the “Exchange Agent”) for the purpose of paying the Merger Consideration as provided in Section 1.2(a). Parent shall provide (or shall cause to be provided) to the Exchange Agent, at or prior to the Effective Time, cash sufficient to pay the Merger Consideration in respect of (i) the certificates representing shares of Company Common Stock (the “Certificates”) and (ii) the uncertificated shares of Company Common Stock (the “Uncertificated Shares”) (but not any Merger Consideration in respect of any Dissenting Shares as of the Effective Time or, for the stock transfer books avoidance of Sagebrush doubt, the Company Option Merger Consideration, the Company RSU Merger Consideration or the Company RSA Merger Consideration) (such cash, the “Exchange Fund”). If, for any reason (including losses) the Exchange Fund is inadequate to pay the Merger Consideration in respect of the Certificates and the Uncertificated Shares (excluding any Merger Consideration in respect of any Dissenting Shares as of the Effective Time or, for the avoidance of doubt, the Company Option Merger Consideration, the Company RSU Merger Consideration or the Company RSA Merger Consideration), Parent shall be closedtake all steps necessary to enable or cause the Surviving Corporation promptly to deposit in trust additional cash with the Exchange Agent sufficient to pay all such amounts, and Parent and the Surviving Corporation shall in any event be liable for the payment thereof. All cash deposited with the Exchange Agent shall only be used for the purposes provided in this Agreement, or as otherwise agreed by the Company and Parent before the Effective Time. Promptly after the Effective Time (but in no transfer of any share of Sagebrush Common Stock theretofore outstanding shall thereafter be made. As soon as practicable event later than five (5) Business Days after the Effective Time, each holder of Sagebrush Common Stock converted pursuant to Section 2.5(b), upon surrender, for cancellation, to an exchange agent designated by WSMP, subject to the approval of Sagebrush (such approval not to be withheld or delayed unreasonaly), prior to the Merger (the "Exchange Agent"), of one or more certificates previously representing Sagebrush Common Stock, will be entitled to receive (i) certificates representing Merger Consideration, as provided in Section 2.5(c), and (ii) a check for the applicable cash amount, if any, as provided in Section 2.6, in each case in respect of the aggregate number of shares of Sagebrush Common Stock previously represented by the certificate or certificates surrendered and promptly canceled after receipt thereof by the Exchange Agent. As promptly as practicable after the Closing Date, WSMP Parent shall cause the Exchange Agent to deliver or mail send to each shareholder holder of Sagebrush shares of Company Common Stock at the Effective Time (other than the Company, Parent, Merger Subsidiary or any Subsidiary of the Company or Parent) a letter of transmittal transmittal, in form and substance reasonably acceptable to the Surviving Corporation, and instructions (which shall specify that the delivery shall be effected, and risk of loss and title shall pass, only upon proper delivery of the Certificates or transfer of the Uncertificated Shares to the Exchange Agent) for use in surrendering, in exchange for Merger consideration, the certificates that immediately prior to the Effective Time represented shares of Sagebrush Common Stock. Upon the surrender of such certificates, together with such letter of transmittal and such other documents as may reasonably be requested, WSMP shall promptly cause the Merger Consideration to be issued and delivered to the persons entitled therto. No dividend or other distribution payable following the Closing with respect to shares of WSMP Common Stock to be recieved as Merger Consideration shall be paid, and there shall be no right to vote such shares of WSMP Common Stock, until the Sagebrush shareholder has tendered the certificate or certificates representing shares of Sagebrush Common Stock to be exchanged for Merger Consideration, it being understood, however, that such tender when made shall relate back to the Effective Time for the purposes of any rights to receive dividends and other distributions with respect to WSMP Common Stock distributable to holders of record after the Effective Time. No interest will be paid or acccrued on the Merger Consideration upon the surrender of the certificate or certificates representing shares of Sagebrush Common Stock or on dividends or other distributions deferred as described in the immediately preceding sentence. With respect to any certificate for Sagebrush Common Stock that has been lost or destroyed, WSMP shall cause the Merger Consideration attributable to such certificate to be paid upon receipt of evidence and indemnity reasonably satisfactory to it of the shares represented therebyexchange.

Surrender and Payment. At the Effective Time the stock transfer books of Sagebrush shall be closed, and no transfer of any share of Sagebrush Common Stock theretofore outstanding shall thereafter be made. As soon as practicable (a) Promptly after the Effective Time, each holder of Sagebrush Common Stock converted pursuant to Section 2.5(b), upon surrender, for cancellation, to an exchange agent designated by WSMP, subject to the approval of Sagebrush (such approval not to be withheld or delayed unreasonaly), prior to the Merger (the "Exchange Agent"), of one or more certificates previously representing Sagebrush Common Stock, will be entitled to receive (i) certificates representing Merger Consideration, as provided in Section 2.5(c), and (ii) a check for the applicable cash amount, if any, as provided in Section 2.6, in each case in respect of the aggregate number of shares of Sagebrush Common Stock previously represented by the certificate or certificates surrendered and promptly canceled after receipt thereof by the Exchange Agent. As promptly as practicable after the Closing Date, WSMP Surviving Corporation shall cause the Exchange Agent to deliver or mail to each shareholder record holder, as of Sagebrush the Effective Time, of certificates representing outstanding shares of Company Common Stock ("Company Certificates") or shares of Company Common Stock represented by book-entry ("Company Book-Entry Shares") (in Merger Agreement each case, other than Dissenting Shares), a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Company Certificates shall pass, only upon proper delivery of the Company Certificates to the Exchange Agent or, in the case of Company Book-Entry Shares, upon adherence to the procedures set forth in the letter of transmittal) (the "Letter of Transmittal") and instructions for use in surrenderingeffecting the surrender of the Company Certificates or, in exchange for Merger considerationthe case of Company Book-Entry Shares, the certificates that immediately prior to the Effective Time represented shares of Sagebrush Common Stock. Upon the surrender of such certificatesshares for payment of the Merger Consideration therefor. After the Effective Time, upon surrender in accordance with this Section 3.4(a), to the Exchange Agent of a Company Certificate or Company Book-Entry Shares, together with such letter Letter of transmittal Transmittal, duly completed and validly executed in accordance with the instructions thereto, and such other documents as may reasonably be requestedrequired pursuant to such instructions, WSMP the Exchange Agent shall promptly cause deliver to the holder of such Company Certificate or Company Book-Entry Shares in exchange therefor, the Merger Consideration (without interest), to be issued received by the holder thereof pursuant to this Agreement. The Exchange Agent shall accept such Company Certificates or Company Book-Entry Shares upon compliance with such reasonable terms and delivered conditions as the Exchange Agent may impose to effect an orderly exchange thereof in accordance with normal exchange practices. After the persons entitled therto. No dividend or other distribution payable following the Closing with respect to shares of WSMP Common Stock to be recieved as Merger Consideration shall be paidEffective Time, and there shall be no right to vote such further transfer on the records of the Company or its transfer agent of shares of WSMP Common Stock, until the Sagebrush shareholder has tendered the certificate or certificates representing shares of Sagebrush Company Common Stock and, if Company Certificates or Company Book-Entry Shares are presented to the Company for transfer, they shall be canceled against delivery of the applicable Merger Consideration. If any Merger Consideration is to be exchanged paid in a name other than that in which the Company Certificate surrendered for Merger Considerationexchange is registered, it being understoodshall be a condition of such exchange that the Company Certificate so surrendered shall be properly endorsed, howeverwith signature guaranteed, or otherwise in proper form for transfer, and that the person requesting such exchange shall pay to the Company or its transfer agent any transfer or other taxes required by reason of the payment of the Merger Consideration in a name other than that of the registered holder of the Company Certificate surrendered, or establish to the satisfaction of the Surviving Corporation that such tender when made tax has been paid or is not applicable. Until surrendered as contemplated by this Section 3.4(a), each Company Certificate and each Company Book-Entry Share shall relate back to be deemed at any time after the Effective Time for to represent only the purposes of any rights right to receive dividends and other distributions with respect to WSMP Common Stock distributable to holders of record after upon such surrender the Effective Time. No interest will be paid or acccrued on the applicable Merger Consideration upon the surrender of the certificate or certificates representing shares of Sagebrush Common Stock or on dividends or other distributions deferred as described in the immediately preceding sentence. With respect to any certificate for Sagebrush Common Stock that has been lost or destroyed, WSMP shall cause the Merger Consideration attributable to such certificate to be paid upon receipt of evidence and indemnity reasonably satisfactory to it of the shares represented therebycontemplated by Section 3.1.

Surrender and Payment. At (a) Prior to the Effective Time, Parent shall appoint an exchange agent reasonably acceptable to the Company (the “Exchange Agent”) and enter into an exchange agent agreement with the Exchange Agent for the purpose of exchanging (in each case, other than Excluded Shares) (i) for the Common Merger Consideration (A) certificates representing shares of Company Common Stock (the “Common Stock Certificates”) or (B) uncertificated shares of Company Common Stock which immediately prior to the Effective Time were registered to a holder on the stock transfer books of Sagebrush shall be closedthe Company (the “Uncertificated Common Shares”), (ii) for the Series A Preferred Merger Consideration (A) certificates representing shares of Company Series A Preferred Stock (the “Series A Preferred Stock Certificates”) or (B) uncertificated shares of Company Series A Preferred Stock which immediately prior to the Effective Time were registered to a holder on the stock transfer books of the Company (the “Uncertificated Series A Preferred Shares”), and no transfer (iii) for the Series B Preferred Merger Consideration (A) certificates representing shares of any share Company Series B Preferred Stock (the “Series B Preferred Stock Certificates” and each of Sagebrush the Common Stock theretofore outstanding shall thereafter be madeCertificates, Series A Preferred Stock Certificates and Series B Preferred Stock Certificates, a “Certificate”) or (B) uncertificated shares of Company Series B Preferred Stock which immediately prior to the Effective Time were registered to a holder on the stock transfer books of the Company (the “Uncertificated Series B Preferred Shares” and each of the Uncertificated Common Shares, the Uncertificated Series A Preferred Shares and the Uncertificated Series B Preferred Shares, the “Uncertificated Shares”). As soon as practicable after At or prior to the Effective Time, each holder Parent shall deposit with the Exchange Agent, (i) for the benefit of Sagebrush the holders of shares of Company Common Stock, for exchange in accordance with this Section ‎2.04 through the Exchange Agent, evidence of shares in book-entry form representing the shares of Parent Common Stock converted issuable pursuant to Section 2.5(b), upon surrender, ‎2.03(i) in exchange for cancellation, to an exchange agent designated by WSMP, subject to the approval outstanding shares of Sagebrush (such approval not to be withheld or delayed unreasonaly), prior to the Merger (the "Exchange Agent"), of one or more certificates previously representing Sagebrush Company Common Stock, will be entitled (ii) for the benefit of the holders of shares of Company Series A Preferred Stock, for exchange in accordance with this Section ‎2.04 through the Exchange Agent, evidence of shares in book-entry form representing the shares of New Parent Replacement Series A Preferred Stock issuable pursuant to receive (iSection ‎2.03(ii) certificates representing Merger Consideration, as provided in Section 2.5(c)exchange for outstanding shares of Company Series A Preferred Stock, and (iiiii) a check for the applicable cash amount, if any, as provided in Section 2.6, in each case in respect benefit of the aggregate number holders of shares of Sagebrush Common Stock previously represented by the certificate or certificates surrendered and promptly canceled after receipt thereof by Company Series B Preferred Stock, for exchange in accordance with this Section ‎2.04 through the Exchange Agent, evidence of shares in book-entry form representing the shares of New Parent Replacement Series B Preferred Stock issuable pursuant to Section ‎2.03(iii) in exchange for outstanding shares of Company Series B Preferred Stock. As Parent agrees to make promptly available, directly or indirectly, to the Exchange Agent from time to time as practicable needed additional cash sufficient to pay any dividends or other distributions to which holders of Company Stock are entitled pursuant to Section ‎2.04(f) and cash in lieu of any fractional shares of Parent Common Stock to which such holders are entitled pursuant to Section ‎2.07. Promptly after the Effective Time and in any event within three (3) Business Days after the Closing Date, WSMP Parent shall send, or shall cause the Exchange Agent to send, to each holder of shares of Company Common Stock represented by a Certificate at the Effective Time a letter of transmittal and instructions (which shall specify that delivery shall be effected, and risk of loss and title shall pass, only upon proper delivery of the Certificates or transfer of the Uncertificated Shares to the Exchange Agent and which shall otherwise be in customary form and shall include customary provisions with respect to delivery of an “agent’s message” regarding the book-entry transfer of Uncertificated Shares) for use in such exchange. All evidence of shares in book-entry form and cash deposited with the Exchange Agent pursuant to this Section ‎2.04 shall be referred to in this Agreement as the “Exchange Fund.” Parent shall cause the Exchange Agent to deliver or mail to each shareholder of Sagebrush a letter of transmittal and instructions for use in surrendering, in exchange for Merger consideration, the certificates that immediately prior to the Effective Time represented shares of Sagebrush Common Stock. Upon the surrender of such certificates, together with such letter of transmittal and such other documents as may reasonably be requested, WSMP shall promptly cause the Merger Consideration contemplated to be issued and delivered or paid pursuant to the persons entitled therto. No dividend or other distribution payable following the Closing with respect to shares of WSMP Common Stock to be recieved as Merger Consideration shall be paid, and there shall be no right to vote such shares of WSMP Common Stock, until the Sagebrush shareholder has tendered the certificate or certificates representing shares of Sagebrush Common Stock to be exchanged for Merger Consideration, it being understood, however, that such tender when made shall relate back to the Effective Time for the purposes of any rights to receive dividends and other distributions with respect to WSMP Common Stock distributable to holders of record after the Effective Time. No interest will be paid or acccrued on the Merger Consideration upon the surrender this Article ‎2 out of the certificate Exchange Fund in accordance herewith. The Exchange Fund shall not be used for any other purpose. The Exchange Agent shall invest any cash included in the Exchange Fund as directed by Parent; provided that no such investment or certificates representing shares of Sagebrush Common Stock or on losses thereon shall affect the dividends or other distributions deferred as described in the immediately preceding sentence. With respect to any certificate for Sagebrush which holders of Company Common Stock that has been lost are entitled pursuant to Section ‎2.04(f) or destroyedcash in lieu of fractional interests to which holders of Company Common Stock are entitled pursuant to Section ‎2.07. Any interest and other income resulting from such investments shall be the property of, WSMP shall cause the Merger Consideration attributable to such certificate to be and paid to, Parent upon receipt of evidence and indemnity reasonably satisfactory to it termination of the shares represented therebyExchange Fund.

Surrender and Payment. At the Effective Time the stock transfer books of Sagebrush shall be closed, and no transfer of any share of Sagebrush Common Stock theretofore outstanding shall thereafter be made. As soon as practicable (a) Promptly after the Effective Time, each holder of Sagebrush Common Stock converted pursuant to Section 2.5(b), upon surrender, for cancellation, to an exchange agent designated by WSMP, subject to the approval of Sagebrush (such approval not to be withheld or delayed unreasonaly), prior to the Merger (the "Exchange Agent"), of one or more certificates previously representing Sagebrush Common Stock, will be entitled to receive (i) certificates representing Merger Consideration, as provided in Section 2.5(c), and (ii) a check for the applicable cash amount, if any, as provided in Section 2.6, in each case in respect of the aggregate number of shares of Sagebrush Common Stock previously represented by the certificate or certificates surrendered and promptly canceled after receipt thereof by the Exchange Agent. As promptly as practicable after the Closing Date, WSMP Surviving Corporation shall cause the Exchange Agent to deliver or mail to each shareholder record holder, as of Sagebrush the Effective Time, of certificates representing outstanding shares of Company Common Stock ("Company Certificates") or shares of Company Common Stock represented by book-entry ("Company Book-Entry Shares") (in each case, other than Dissenting Shares), a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Company Certificates shall pass, only upon proper delivery of the Company Certificates to the Exchange Agent or, in the case of Company Book-Entry Shares, upon adherence to the procedures set forth in the letter of transmittal) (the "Letter of Transmittal") and instructions for use in surrenderingeffecting the surrender of the Company Certificates or, in exchange for Merger considerationthe case of Company Book-Entry Shares, the certificates that immediately prior to the Effective Time represented shares of Sagebrush Common Stock. Upon the surrender of such certificatesshares for payment of the Merger Consideration therefor. After the Effective Time, upon surrender in accordance with this Section 3.4(a), to the Exchange Agent of a Company Certificate or Company Book-Entry Shares, together with such letter Letter of transmittal Transmittal, duly completed and validly executed in accordance with the instructions thereto, and such other documents as may reasonably be requestedrequired pursuant to such instructions, WSMP the Exchange Agent shall promptly cause deliver to the holder of such Company Certificate or Company Book-Entry Shares in exchange therefor, the Merger Consideration (without interest), to be issued received by the holder thereof pursuant to this Agreement. The Exchange Agent shall accept such Company Certificates or Company Book-Entry Shares upon compliance with such reasonable terms and delivered conditions as the Exchange Agent may impose to effect an orderly exchange thereof in accordance with normal exchange practices. After the persons entitled therto. No dividend or other distribution payable following the Closing with respect to shares of WSMP Common Stock to be recieved as Merger Consideration shall be paidEffective Time, and there shall be no right to vote such further transfer on the records of the Company or its transfer agent of shares of WSMP Common Stock, until the Sagebrush shareholder has tendered the certificate or certificates representing shares of Sagebrush Company Common Stock and, if Company Certificates or Company Book-Entry Shares are presented to the Company for transfer, they shall be canceled against delivery of the applicable Merger Consideration. If any Merger Consideration is to be exchanged paid in a name other than that in which the Company Certificate surrendered for Merger Considerationexchange is registered, it being understoodshall be a condition of such exchange that the Company Certificate so surrendered shall be properly endorsed, howeverwith signature guaranteed, or otherwise in proper form for transfer, and that the person requesting such exchange shall pay to the Company or its transfer agent any transfer or other taxes required by reason of the payment of the Merger Consideration in a name other than that of the registered holder of the Company Certificate surrendered, or establish to the satisfaction of the Surviving Corporation that such tender when made tax has been paid or is not applicable. Until surrendered as contemplated by this Section 3.4(a), each Company Certificate and each Company Book-Entry Share shall relate back to be deemed at any time after the Effective Time for to represent only the purposes of any rights right to receive dividends and other distributions with respect to WSMP Common Stock distributable to holders of record after upon such surrender the Effective Time. No interest will be paid or acccrued on the applicable Merger Consideration upon the surrender of the certificate or certificates representing shares of Sagebrush Common Stock or on dividends or other distributions deferred as described in the immediately preceding sentence. With respect to any certificate for Sagebrush Common Stock that has been lost or destroyed, WSMP shall cause the Merger Consideration attributable to such certificate to be paid upon receipt of evidence and indemnity reasonably satisfactory to it of the shares represented therebycontemplated by Section 3.1.

Surrender and Payment. At (a) Parent shall authorize one or more Persons reasonably acceptable to the Effective Time Company to act as Exchange Agent hereunder the stock transfer books of Sagebrush shall be closed, and no transfer of any share of Sagebrush Common Stock theretofore outstanding shall thereafter be made. As soon as practicable "Exchange Agent." Promptly after the Effective Time, each holder of Sagebrush Common Stock converted pursuant Parent shall deliver to Section 2.5(b), upon surrender, for cancellation, to an exchange agent designated by WSMP, subject to the approval of Sagebrush (such approval not to be withheld or delayed unreasonaly), prior to the Merger (the "Exchange Agent"), of one or more certificates previously representing Sagebrush Common Stock, will be entitled to receive (i) certificates representing Merger Consideration, as provided in Section 2.5(c), and (ii) a check for the applicable cash amount, if any, as provided in Section 2.6, in each case in respect of the aggregate number of shares of Sagebrush Common Stock previously represented by the certificate or certificates surrendered and promptly canceled after receipt thereof by the Exchange Agent. As promptly as practicable after the Closing Date, WSMP shall cause the Exchange Agent sufficient cash to deliver or mail satisfy the Merger Consideration. Promptly after the Effective Time, the Surviving Corporation shall cause to be mailed to each shareholder record holder, as of Sagebrush the Effective Time, of certificates representing outstanding shares of Company Common Stock ("Company Certificates") or shares of Company Common Stock represented by book-entry ("Company Book-Entry Shares") (other than Dissenting Shares), a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Company Certificates shall pass, only upon proper delivery of the Company Certificates to the Exchange Agent or, in the case of Company Book-Entry Shares, upon adherence to the procedures set forth in the letter of transmittal) and instructions for use in surrenderingeffecting the surrender of the Company Certificates or, in exchange for Merger considerationthe case of Company Book-Entry Shares, the certificates that immediately prior to the Effective Time represented shares of Sagebrush Common Stock. Upon the surrender of such certificatesshares for payment of the Merger Consideration therefor. After the Effective Time, upon surrender in accordance with this Section ------- 3.4(a), to the Exchange Agent of a Company Certificate or Company ------ Book-Entry Shares, together with such letter of transmittal transmittal, duly completed and validly executed in accordance with the instructions thereto, and such other documents as may reasonably be requestedrequired pursuant to such instructions, WSMP the Exchange Agent shall promptly cause deliver to the holder of such Company Certificate or Company Book-Entry Shares in exchange therefor, the Merger Consideration to be issued received by the holder thereof pursuant to this Agreement. The Exchange Agent shall accept such Company Certificates or Company Book-Entry Shares upon compliance with such reasonable terms and delivered conditions as the Exchange Agent may impose to effect an orderly exchange thereof in accordance with normal exchange practices. After the persons entitled therto. No dividend or other distribution payable following the Closing with respect to shares of WSMP Common Stock to be recieved as Merger Consideration shall be paidEffective Time, and there shall be no right to vote such further transfer on the records of Company or its transfer agent of shares of WSMP Common Stock, until the Sagebrush shareholder has tendered the certificate or certificates representing shares of Sagebrush Company Common Stock and, if Company Certificates or Company Book-Entry Shares are presented to Company for transfer, they shall be canceled against delivery of the applicable Merger Consideration. If any Merger Consideration is to be exchanged issued in a name other than that in which the Company Certificate surrendered for Merger Considerationexchange is registered, it being understoodshall be a condition of such exchange that the Company Certificate so surrendered shall be properly endorsed, howeverwith signature guaranteed, or otherwise in proper form for transfer, including compliance with all laws and that the person requesting such exchange shall pay to Company or its transfer agent any transfer or other taxes required by reason of the issuance of the Merger Consideration in a name other than that of the registered holder of the Company Certificate surrendered, or establish to the satisfaction of the Surviving Corporation that such tender when made tax has been paid or is not applicable. Until surrendered as contemplated by this Section 3.4(a), each Company Certificate and each Company Book-Entry --------------- Share shall relate back to be deemed at any time after the Effective Time for to represent only the purposes of any rights right to receive dividends and other distributions with respect to WSMP Common Stock distributable to holders of record after the Effective Time. No interest will be paid or acccrued on upon such surrender the Merger Consideration upon the surrender of the certificate or certificates representing shares of Sagebrush Common Stock or on dividends or other distributions deferred as described in the immediately preceding sentencecontemplated by Section 3.1. With respect to any certificate for Sagebrush Common Stock that has been lost or destroyed, WSMP shall cause the Merger Consideration attributable to such certificate to be paid upon receipt of evidence and indemnity reasonably satisfactory to it of the shares represented thereby.------------

Surrender and Payment. At (a) Prior to the Effective Time Time, Parent shall appoint an agent reasonably acceptable to the stock transfer books Company (the “Exchange Agent”) for the purpose of Sagebrush exchanging for the Merger Consideration (i) certificates representing shares of Company Stock (the “Certificates”) and (ii) uncertificated shares of Company Stock (the “Uncertificated Shares”). Parent and the Exchange Agent shall enter into an exchange agent agreement in form and substance reasonably satisfactory to Parent and the Company. Parent shall make available to the Exchange Agent, as needed, the Stock Consideration to be paid in respect of the Certificates and the Uncertificated Shares. Parent shall deposit or cause to be deposited with the Exchange Agent cash in an amount equal to the Cash Consideration to be paid in respect of the Certificates and the Uncertificated Shares, which amount shall represent the maximum Cash Consideration payable in connection with the First Merger assuming no holder of Company Stock shall perfect its appraisal rights. Any cash deposited with the Exchange Agent to pay the Cash Consideration shall be closeddeposited in a separate fund established for the benefit of the holders of Company Stock and shall not be used for any purpose other than as set forth in this Article 3. Such cash shall be invested by the Exchange Agent as directed by Parent in: (A) direct obligations of, or obligations the principal of and interest on which are unconditionally guaranteed by, the Xxxxxx Xxxxxx xx Xxxxxxx with a remaining term at the time of acquisition thereof not in excess of 90 days, (B) money market accounts or certificates of deposit maturing within 90 days of the acquisition thereof and issued by a bank or trust company organized under the laws of the United States of America or a State thereof having a combined capital surplus in excess of $500,000,000 (a “United States Bank”), (C) commercial paper issued by a domestic corporation and given a rating of no transfer lower than A1 by Standard & Poor’s Corporation and P1 by Xxxxx’x Investors Service, Inc. with a remaining term at the time of acquisition thereof not in excess of 90 days or (D) demand deposits with any share of Sagebrush Common Stock theretofore outstanding shall thereafter be madeUnited States Bank. As soon as practicable Promptly after the Effective Time, each holder of Sagebrush Common Stock converted pursuant to Section 2.5(b)Parent shall send, upon surrender, for cancellation, to an exchange agent designated by WSMP, subject to the approval of Sagebrush (such approval not to be withheld or delayed unreasonaly), prior to the Merger (the "Exchange Agent"), of one or more certificates previously representing Sagebrush Common Stock, will be entitled to receive (i) certificates representing Merger Consideration, as provided in Section 2.5(c), and (ii) a check for the applicable cash amount, if any, as provided in Section 2.6, in each case in respect of the aggregate number of shares of Sagebrush Common Stock previously represented by the certificate or certificates surrendered and promptly canceled after receipt thereof by the Exchange Agent. As promptly as practicable after the Closing Date, WSMP shall cause the Exchange Agent to deliver or mail send, to each shareholder holder of Sagebrush shares of Company Stock at the Effective Time a letter of transmittal and instructions in form reasonably satisfactory to Parent and the Company (which shall specify that the delivery shall be effected, and risk of loss and title shall pass, only upon proper delivery of the Certificates or transfer of the Uncertificated Shares to the Exchange Agent) for use in surrenderingsuch exchange; provided, in exchange for Merger consideration, the certificates that immediately prior to the Effective Time represented shares of Sagebrush Common Stock. Upon the surrender of such certificates, together with any such letter of transmittal and such other documents as may reasonably be requested, WSMP shall promptly cause the Merger Consideration to be issued and delivered to the persons entitled therto. No dividend or other distribution payable following the Closing with respect to shares of WSMP Common Stock to be recieved as Merger Consideration instructions shall be paid, and there shall be no right to vote such shares of WSMP Common Stock, until the Sagebrush shareholder has tendered the certificate or certificates representing shares of Sagebrush Common Stock to be exchanged for Merger Consideration, it being understood, however, that such tender when made shall relate back to the Effective Time for the purposes of any rights to receive dividends and other distributions with respect to WSMP Common Stock distributable sent to holders of record after Uncertificated Shares only to the Effective Time. No interest will be paid or acccrued on extent determined necessary by Parent, the Merger Consideration upon Company and the surrender of Exchange Agent to effect the certificate or certificates representing shares of Sagebrush Common Stock or on dividends or other distributions deferred as described in the immediately preceding sentence. With respect to any certificate for Sagebrush Common Stock that has been lost or destroyed, WSMP shall cause the Merger Consideration attributable to such certificate to be paid upon receipt of evidence and indemnity reasonably satisfactory to it of the shares represented therebytransactions contemplated hereby.

Surrender and Payment. At the Effective Time the stock transfer books of Sagebrush shall be closed, and no transfer of any share of Sagebrush Common Stock theretofore outstanding shall thereafter be made. As soon as practicable after (a) Prior to the Effective Time, each holder Parent shall appoint the Company’s transfer agent (or such other financial institution to which the Company and Parent agree) (the “Exchange Agent”) to act as the agent for the purpose of Sagebrush Common Stock converted pursuant to Section 2.5(b), upon surrender, for cancellation, to an exchange agent designated by WSMP, subject to the approval of Sagebrush (such approval not to be withheld or delayed unreasonaly), prior to exchanging the Merger (the "Exchange Agent"), of one or more certificates previously representing Sagebrush Common Stock, will be entitled to receive Consideration for: (i) certificates representing Merger Consideration, as provided in Section 2.5(c)the Certificates, and (ii) a check for the applicable cash amount, if any, as provided in Section 2.6, in each case in respect of the aggregate number of book-entry shares of Sagebrush Common Stock previously represented by the certificate or certificates surrendered and promptly canceled after receipt thereof by the Exchange Agent. As promptly as practicable after the Closing Date, WSMP shall cause the Exchange Agent to deliver or mail to each shareholder of Sagebrush a letter of transmittal and instructions for use in surrendering, in exchange for Merger consideration, the certificates that which immediately prior to the Effective Time represented the shares of Sagebrush Company Common StockStock (the “Book-Entry Shares”). Upon The Exchange Agent shall serve in such capacity pursuant to an agreement between Parent and the Exchange Agent (the “Exchange Agent Agreement”), a copy of which Exchange Agent Agreement shall be provided to the Company and its counsel for its review and comment prior to its execution by Parent and the Exchange Agent and which comments shall be given good faith consideration by Parent and its counsel. Prior to the Effective Time, Parent shall deposit, or cause Merger Sub to deposit, by wire transfer of immediately available funds, to an account designated in writing by the Exchange Agent, in trust for the benefit of the holders of Certificates and Book-Entry Shares, sufficient funds to pay the aggregate Merger Consideration that is payable in respect of all of the outstanding shares of Company Common Stock represented by the Certificates and the Book-Entry Shares (the “Payment Fund”). The Payment Fund shall not be used for any purpose other than to fund payments to holders of Company Common Stock pursuant hereto. If for any reason the Payment Fund is inadequate to pay the amounts to which holders of shares shall be entitled under Section 3.01(b), Parent shall take all steps necessary to enable or cause the Surviving Corporation promptly to deposit in trust additional cash with the Exchange Agent sufficient to make all payments required under this Agreement, and Parent and the Surviving Corporation shall in any event be liable for the payment thereof. The Surviving Corporation shall pay all charges and expenses, including those of the Exchange Agent, in connection with the exchange of shares of Company Common Stock for the Merger Consideration. As soon as practicable, but in event no later than three (3) Business Days following the Effective Time, Parent shall send, or shall cause the Exchange Agent to send, to each record holder of shares of Company Common Stock at the Effective Time, (i) a letter of transmittal (which shall be in customary form and have such other provisions as Parent and the Company shall reasonably agree and shall specify that the delivery shall be effected, and risk of loss shall pass, only upon proper delivery of the Certificates, or Loss Documentation in lieu thereof as provided in Section 3.06, or transfer of the Book-Entry Shares to the Exchange Agent), and (ii) instructions for effecting the surrender of such certificates, together with such letter of transmittal and such other documents as may reasonably be requested, WSMP shall promptly cause Certificates or Book-Entry Shares for the Merger Consideration to be issued and delivered to the persons entitled therto. No dividend or other distribution payable following the Closing with respect to shares of WSMP Common Stock to be recieved as Merger Consideration shall be paid, and there shall be no right to vote such shares of WSMP Common Stock, until the Sagebrush shareholder has tendered the certificate or certificates representing shares of Sagebrush Common Stock to be exchanged for Merger Consideration, it being understood, however, that such tender when made shall relate back to the Effective Time for the purposes of any rights to receive dividends and other distributions with respect to WSMP Common Stock distributable to holders of record after the Effective Time. No interest will be paid or acccrued on the Merger Consideration upon the surrender of the certificate or certificates representing shares of Sagebrush Common Stock or on dividends or other distributions deferred as described in the immediately preceding sentence. With respect to any certificate for Sagebrush Common Stock that has been lost or destroyed, WSMP shall cause the Merger Consideration attributable to such certificate to be paid upon receipt of evidence and indemnity reasonably satisfactory to it of the shares represented thereby.

Surrender and Payment. At (a) Acquiror has entered into the Effective Time Exchange Agent Agreement with CompuShare (the stock transfer books “Exchange Agent”) to act as the exchange agent in the Merger. The Exchange Agent has established an electronic portal to facilitate the electronic submission of Sagebrush documents by Company Preferred Stockholders. The Exchange Agent shall be closed, and no transfer of any share of Sagebrush Common Stock theretofore outstanding shall thereafter be made. As soon as practicable after the Effective Time, send to each holder of Sagebrush Common record of Company Stock converted entitled to receive a portion of the Closing Merger Consideration pursuant to Section 2.5(b), upon surrender, for cancellation, to an exchange agent designated by WSMP, subject to the approval of Sagebrush (such approval not to be withheld or delayed unreasonaly), prior to the Merger (the "Exchange Agent"), of one or more certificates previously representing Sagebrush Common Stock, will be entitled to receive (i) certificates representing Merger Consideration, as provided in Section 2.5(c), and (ii) a check for the applicable cash amount, if any, as provided in Section 2.6, in each case in respect of the aggregate number of shares of Sagebrush Common Stock previously represented by the certificate or certificates surrendered and promptly canceled after receipt thereof by the Exchange Agent. As promptly as practicable after the Closing Date, WSMP shall cause the Exchange Agent to deliver or mail to each shareholder of Sagebrush 3.01 a letter of transmittal in the form attached hereto as Exhibit D (a “Letter of Transmittal”) and instructions for use in surrenderingeffecting the surrender of the certificates evidencing such Company Stock, in physical or electronic form, as the case may be (the “Certificates”), to the extent any such Company Stock is represented by a Certificate, in exchange for the right to receive the applicable portion of Closing Merger considerationConsideration payable to such holder. The Exchange Agent shall (A) at or promptly following the Effective Time, issue to each holder of record of Company Preferred Stock entitled to receive a portion of the Closing Merger Consideration pursuant to Section 3.01 that has delivered a Certificate (only to the extent such Company Preferred Stock is represented by a Certificate) (together with a Letter of Transmittal duly completed and validly executed in accordance with the instructions thereto and customary tax forms that the Exchange Agent may reasonably require in connection therewith) at least three (3) Business Days prior to the Closing Date, the certificates portion of the Closing Merger Consideration with respect to such Certificate (or any Company Preferred Stock not represented by a Certificate) so surrendered and the Certificate shall forthwith be canceled; and (B) following the Effective Time, with respect to any holder of record of Company Proffered Stock entitled to receive a portion of the Closing Merger Consideration pursuant to Section 3.01 that immediately did not receive such portion of the Closing Merger Consideration pursuant to the preceding clause (A), no later than three (3) Business Days after receipt of a Certificate (only to the extent such Company Preferred Stock is represented by a Certificate) (together with a Letter of Transmittal duly completed and validly executed in accordance with the instructions thereto and any customary tax forms that the Exchange Agent may reasonably require in connection therewith), issue to the holder of such Certificate (or any Company Stock not represented by a Certificate) the portion of the Transaction Consideration with respect to such Certificate (or any Company Stock not represented by a Certificate) so surrendered and the Certificate shall forthwith be canceled. The Exchange Agent shall deliver the portion of the Closing Merger Consideration into which such Company Preferred Shares have been converted pursuant to Section 3.01(a) (after giving effect to Section 3.01(c)) and Section 3.01(a), respectively, in accordance with the Ownership Allocation as set forth in the Spreadsheet, electronically through book entry-delivery or, upon the written request of any Company Preferred Stockholder, in the form of an original stock certificate to the address set forth in such Company Preferred Stockholder’s Letter of Transmittal. Unless otherwise provided herein, no interest shall be paid or shall accrue on any portion of the Closing Merger Consideration payable upon surrender of any Certificate (or any Company Stock not represented by a Certificate). Until so surrendered, each outstanding Certificate (or any Company Stock not represented by a Certificate) that prior to the Effective Time represented shares of Sagebrush Common Stock. Upon Company Stock (other than for the surrender of such certificates, together with such letter of transmittal and such other documents as may reasonably be requested, WSMP shall promptly cause the Merger Consideration shares to be issued canceled pursuant to Section 3.01(c) and delivered to the persons entitled therto. No dividend or other distribution payable following the Closing with respect to shares of WSMP Common Stock to be recieved as Merger Consideration Dissenting Shares) shall be paid, deemed from and there shall be no right to vote such shares of WSMP Common Stock, until the Sagebrush shareholder has tendered the certificate or certificates representing shares of Sagebrush Common Stock to be exchanged for Merger Consideration, it being understood, however, that such tender when made shall relate back to the Effective Time for the purposes of any rights to receive dividends and other distributions with respect to WSMP Common Stock distributable to holders of record after the Effective Time. No interest will be paid or acccrued on , for all purposes, to evidence only the Merger Consideration upon right to receive the surrender portion of the certificate Closing Merger Consideration. If after the Effective Time, any Certificate (or certificates representing shares of Sagebrush Common any Company Stock or on dividends or other distributions deferred not represented by a Certificate) is presented to the Exchange Agent, it shall be canceled and exchanged as described provided in the immediately preceding sentence. With respect to any certificate for Sagebrush Common Stock that has been lost or destroyed, WSMP shall cause the Merger Consideration attributable to such certificate to be paid upon receipt of evidence and indemnity reasonably satisfactory to it of the shares represented therebythis Section 3.04(a).

Surrender and Payment. At (a) Prior to the Effective Time, Parent shall appoint an exchange agent reasonably acceptable to the Company (the “Exchange Agent”) and enter into an exchange agent agreement with the Exchange Agent for the purpose of exchanging (in each case, other than Excluded Shares) (i) for the Common Merger Consideration (A) certificates representing shares of Company Common Stock (the “Common Stock Certificates”) or (B) uncertificated shares of Company Common Stock which immediately prior to the Effective Time were registered to a holder on the stock transfer books of Sagebrush shall be closedthe Company (the “Uncertificated Common Shares”), (ii) for the Series A Preferred Merger Consideration (A) certificates representing shares of Company Series A Preferred Stock (the “Series A Preferred Stock Certificates”) or (B) uncertificated shares of Company Series A Preferred Stock which immediately prior to the Effective Time were registered to a holder on the stock transfer books of the Company (the “Uncertificated Series A Preferred Shares”), and no transfer (iii) for the Series B Preferred Merger Consideration (A) certificates representing shares of any share Company Series B Preferred Stock (the “Series B Preferred Stock Certificates” and each of Sagebrush the Common Stock theretofore outstanding shall thereafter be madeCertificates, Series A Preferred Stock Certificates and Series B Preferred Stock Certificates, a “Certificate”) or (B) uncertificated shares of Company Series B Preferred Stock which immediately prior to the Effective Time were registered to a holder on the stock transfer books of the Company (the “Uncertificated Series B Preferred Shares” and each of the Uncertificated Common Shares, the Uncertificated Series A Preferred Shares and the Uncertificated Series B Preferred Shares, the “Uncertificated Shares”). As soon as practicable after At or prior to the Effective Time, each holder Parent shall deposit with the Exchange Agent, (i) for the benefit of Sagebrush the holders of shares of Company Common Stock, for exchange in accordance with this Section 2.04 through the Exchange Agent, evidence of shares in book-entry form representing the shares of Parent Common Stock converted issuable pursuant to Section 2.5(b), upon surrender, 2.03 in exchange for cancellation, to an exchange agent designated by WSMP, subject to the approval outstanding shares of Sagebrush (such approval not to be withheld or delayed unreasonaly), prior to the Merger (the "Exchange Agent"), of one or more certificates previously representing Sagebrush Company Common Stock, will be entitled (ii) for the benefit of the holders of shares of Company Series A Preferred Stock, for exchange in accordance with this Section 2.04 through the Exchange Agent, evidence of shares in book-entry form representing the shares of New Parent Replacement Series A Preferred Stock issuable pursuant to receive (iSection 2.03(ii) certificates representing Merger Consideration, as provided in Section 2.5(c)exchange for outstanding shares of Company Series A Preferred Stock, and (iiiii) a check for the applicable cash amount, if any, as provided in Section 2.6, in each case in respect benefit of the aggregate number holders of shares of Sagebrush Common Stock previously represented by the certificate or certificates surrendered and promptly canceled after receipt thereof by Company Series B Preferred Stock, for exchange in accordance with this Section 2.04 through the Exchange Agent, evidence of shares in book-entry form representing the shares of New Parent Replacement Series B Preferred Stock issuable pursuant to Section 2.03(iii) in exchange for outstanding shares of Company Series B Preferred Stock. As Parent agrees to make promptly available, directly or indirectly, to the Exchange Agent from time to time as practicable needed additional cash sufficient to pay any dividends or other distributions to which holders of Company Stock are entitled pursuant to Section 2.04(f) and cash in lieu of any fractional shares of Parent Common Stock to which such holders are entitled pursuant to Section 2.07. Promptly after the Effective Time and in any event within three (3) Business Days after the Closing Date, WSMP Parent shall send, or shall cause the Exchange Agent to send, to each holder of shares of Company Common Stock represented by a Certificate at the Effective Time a letter of transmittal and instructions (which shall specify that delivery shall be effected, and risk of loss and title shall pass, only upon proper delivery of the Certificates or transfer of the Uncertificated Shares to the Exchange Agent and which shall otherwise be in customary form and shall include customary provisions with respect to delivery of an “agent’s message” regarding the book-entry transfer of Uncertificated Shares) for use in such exchange. All evidence of shares in book-entry form and cash deposited with the Exchange Agent pursuant to this Section 2.04 shall be referred to in this Agreement as the “Exchange Fund.” Parent shall cause the Exchange Agent to deliver or mail to each shareholder of Sagebrush a letter of transmittal and instructions for use in surrendering, in exchange for Merger consideration, the certificates that immediately prior to the Effective Time represented shares of Sagebrush Common Stock. Upon the surrender of such certificates, together with such letter of transmittal and such other documents as may reasonably be requested, WSMP shall promptly cause the Merger Consideration contemplated to be issued and delivered or paid pursuant to the persons entitled therto. No dividend or other distribution payable following the Closing with respect to shares of WSMP Common Stock to be recieved as Merger Consideration shall be paid, and there shall be no right to vote such shares of WSMP Common Stock, until the Sagebrush shareholder has tendered the certificate or certificates representing shares of Sagebrush Common Stock to be exchanged for Merger Consideration, it being understood, however, that such tender when made shall relate back to the Effective Time for the purposes of any rights to receive dividends and other distributions with respect to WSMP Common Stock distributable to holders of record after the Effective Time. No interest will be paid or acccrued on the Merger Consideration upon the surrender this Article 2 out of the certificate Exchange Fund in accordance herewith. The Exchange Fund shall not be used for any other purpose. The Exchange Agent shall invest any cash included in the Exchange Fund as directed by Parent; provided that no such investment or certificates representing shares of Sagebrush Common Stock or on losses thereon shall affect the dividends or other distributions deferred as described in the immediately preceding sentence. With respect to any certificate for Sagebrush which holders of Company Common Stock that has been lost are entitled pursuant to Section 2.04(f) or destroyedcash in lieu of fractional interests to which holders of Company Common Stock are entitled pursuant to Section 2.07. Any interest and other income resulting from such investments shall be the property of, WSMP shall cause the Merger Consideration attributable to such certificate to be and paid to, Parent upon receipt of evidence and indemnity reasonably satisfactory to it termination of the shares represented therebyExchange Fund.

Surrender and Payment. At (a) Prior to the Effective Time Time, Parent shall appoint an agent reasonably acceptable to the stock transfer books Company (the “Exchange Agent”) for the purpose of Sagebrush exchanging for the Merger Consideration (i) certificates representing shares of Company Stock (the “Certificates”) and (ii) uncertificated shares of Company Stock (the “Uncertificated Shares”). Parent and the Exchange Agent shall enter into an exchange agent agreement in form and substance reasonably satisfactory to Parent and the Company. Parent shall make available to the Exchange Agent, as needed, the Stock Consideration to be paid in respect of the Certificates and the Uncertificated Shares. Parent shall deposit or cause to be deposited with the Exchange Agent cash in an amount equal to the Cash Consideration to be paid in respect of the Certificates and the Uncertificated Shares, which amount shall represent the maximum Cash Consideration payable in connection with the First Merger assuming no holder of Company Stock shall perfect its appraisal rights. Any cash deposited with the Exchange Agent to pay the Cash Consideration shall be closeddeposited in a separate fund established for the benefit of the holders of Company Stock and shall not be used for any purpose other than as set forth in this Article 3. Such cash shall be invested by the Exchange Agent as directed by Parent in: (A) direct obligations of, or obligations the principal of and interest on which are unconditionally guaranteed by, the Xxxxxx Xxxxxx xx Xxxxxxx with a remaining term at the time of acquisition thereof not in excess of 90 days, (B) money market accounts or certificates of deposit maturing within 90 days of the acquisition thereof and issued by a bank or trust company organized under the laws of the United States of America or a State thereof having a combined capital surplus in excess of $500,000,000 (a “United States Bank”), (C) commercial paper issued by a domestic corporation and given a rating of no transfer lower than A1 by Standard & Poor’s Corporation and P1 by Mxxxx’x Investors Service, Inc. with a remaining term at the time of acquisition thereof not in excess of 90 days or (D) demand deposits with any share of Sagebrush Common Stock theretofore outstanding shall thereafter be madeUnited States Bank. As soon as practicable Promptly after the Effective Time, each holder of Sagebrush Common Stock converted pursuant to Section 2.5(b)Parent shall send, upon surrender, for cancellation, to an exchange agent designated by WSMP, subject to the approval of Sagebrush (such approval not to be withheld or delayed unreasonaly), prior to the Merger (the "Exchange Agent"), of one or more certificates previously representing Sagebrush Common Stock, will be entitled to receive (i) certificates representing Merger Consideration, as provided in Section 2.5(c), and (ii) a check for the applicable cash amount, if any, as provided in Section 2.6, in each case in respect of the aggregate number of shares of Sagebrush Common Stock previously represented by the certificate or certificates surrendered and promptly canceled after receipt thereof by the Exchange Agent. As promptly as practicable after the Closing Date, WSMP shall cause the Exchange Agent to deliver or mail send, to each shareholder holder of Sagebrush shares of Company Stock at the Effective Time a letter of transmittal and instructions in form reasonably satisfactory to Parent and the Company (which shall specify that the delivery shall be effected, and risk of loss and title shall pass, only upon proper delivery of the Certificates or transfer of the Uncertificated Shares to the Exchange Agent) for use in surrenderingsuch exchange; provided, in exchange for Merger consideration, the certificates that immediately prior to the Effective Time represented shares of Sagebrush Common Stock. Upon the surrender of such certificates, together with any such letter of transmittal and such other documents as may reasonably be requested, WSMP shall promptly cause the Merger Consideration to be issued and delivered to the persons entitled therto. No dividend or other distribution payable following the Closing with respect to shares of WSMP Common Stock to be recieved as Merger Consideration instructions shall be paid, and there shall be no right to vote such shares of WSMP Common Stock, until the Sagebrush shareholder has tendered the certificate or certificates representing shares of Sagebrush Common Stock to be exchanged for Merger Consideration, it being understood, however, that such tender when made shall relate back to the Effective Time for the purposes of any rights to receive dividends and other distributions with respect to WSMP Common Stock distributable sent to holders of record after Uncertificated Shares only to the Effective Time. No interest will be paid or acccrued on extent determined necessary by Parent, the Merger Consideration upon Company and the surrender of Exchange Agent to effect the certificate or certificates representing shares of Sagebrush Common Stock or on dividends or other distributions deferred as described in the immediately preceding sentence. With respect to any certificate for Sagebrush Common Stock that has been lost or destroyed, WSMP shall cause the Merger Consideration attributable to such certificate to be paid upon receipt of evidence and indemnity reasonably satisfactory to it of the shares represented therebytransactions contemplated hereby.

Surrender and Payment. At the Effective Time the stock transfer books of Sagebrush shall be closed, and no transfer of any share of Sagebrush Common Stock theretofore outstanding shall thereafter be made. As soon as practicable after (a) Prior to the Effective Time, each holder of Sagebrush Common Stock converted pursuant to Section 2.5(b), upon surrender, for cancellation, to AT&T shall appoint an exchange agent designated by WSMP, subject to the approval of Sagebrush (such approval not to be withheld or delayed unreasonaly), prior to the Merger (the "Exchange Agent") for the purpose of (i) exchanging certificates representing shares of MediaOne Common Stock (the "Common Certificates") for the Common Stock Consideration, (ii) exchanging certificates representing shares of MediaOne Series C Preferred Stock (the "Series C Certificates") for the Series C Consideration, (iii) exchanging certificates representing shares of MediaOne Series D Preferred Stock (the "Series D Certificates") for the Series D Consideration and (iv) exchanging certificates representing shares of MediaOne Series E Preferred Stock (the "Series E Certificates")," and together with the Common Certificates, the Series C Certificates and the Series D Certificates, the "Certificates") for the Series E Consideration. At the Effective Time, AT&T will deposit with the Exchange Agent (i) the Common Stock Consideration to be paid in respect of one or more certificates previously representing Sagebrush shares of MediaOne Common Stock, will (ii) the Series C Consideration to be entitled paid in respect of shares of MediaOne Series C Preferred Stock, (iii) the Series D Consideration to receive be paid in respect of shares of MediaOne Series D Preferred Stock, (iv) the Series E Consideration to be paid in respect of shares of MediaOne Series E Preferred Stock and (v) cash in an amount required to be paid pursuant to Section 3.5. The Common Stock Consideration, Series C Consideration, Series D Consideration, Series E Consideration and cash referred to in items (i) certificates representing Merger Considerationthrough (v) are referred to herein as the "Exchange Fund". Upon receipt, as provided in Section 2.5(c), and (ii) a check for the applicable Exchange Agent will invest the cash amount, if any, as provided in Section 2.6, in each case in respect portion of the aggregate number of shares of Sagebrush Common Stock previously represented by Exchange Fund in United States government securities maturing at the certificate Election Deadline or certificates surrendered such other investments as AT&T and promptly canceled after receipt thereof by the Exchange AgentMediaOne may mutually agree. As promptly as practicable Promptly after the Closing DateEffective Time, WSMP shall AT&T will send, or will cause the Exchange Agent to deliver or mail send, (A) to each shareholder holder of Sagebrush shares of MediaOne Common Stock, MediaOne Series C Preferred Stock, MediaOne Series D Preferred Stock or MediaOne Series E Preferred Stock at the Effective Time, a letter of transmittal and instructions (which shall specify that the delivery shall be effected, and risk of loss and title shall pass, only upon proper delivery of the Certificates to the Exchange Agent) for use in surrenderingsuch exchange, in exchange for Merger consideration, the certificates that immediately prior and (B) to the Effective Time represented each holder of shares of Sagebrush Common Stock. Upon the surrender of such certificates, together with such letter of transmittal and such other documents as may reasonably be requested, WSMP shall promptly cause the Merger Consideration to be issued and delivered to the persons entitled therto. No dividend or other distribution payable following the Closing with respect to shares of WSMP Common Stock to be recieved as Merger Consideration shall be paid, and there shall be no right to vote such shares of WSMP MediaOne Common Stock, until an election form (the Sagebrush shareholder has tendered "Election Form") providing for such holders to make the certificate Standard Election, the Cash Election or certificates representing shares of Sagebrush Common the Stock Election. Any Standard Election (other than a deemed Standard Election), Cash Election or Stock Election shall be validly made only if the Exchange Agent shall have received by 5:00 p.m., New York City time, on a date (the "Election Deadline") to be exchanged for Merger Consideration, it being understood, however, that such tender when made mutually agreed upon by AT&T and MediaOne (which date shall relate back to not be later than the Effective Time for the purposes of any rights to receive dividends and other distributions with respect to WSMP Common Stock distributable to holders of record twentieth Business Day after the Effective Time), an Election Form properly completed and executed (with the signature or signatures thereon guaranteed to the extent required by the Election Form) by such holder accompanied by such holder's Common Certificates, or by an appropriate guarantee of delivery of such Common Certificates from a member of any registered national securities exchange or of the National Association of Securities Dealers, Inc. or a commercial bank or trust company in the United States as set forth in such Election Form. No interest Any holder of MediaOne Common Stock who has made an election by submitting an Election Form to the Exchange Agent may at any time prior to the Election Deadline change such holder's election by submitting a revised Election Form, properly completed and signed that is received by the Exchange Agent prior to the Election Deadline. Any holder of MediaOne Common Stock may at any time prior to the Election Deadline revoke his election and withdraw his Common Certificates deposited with the Exchange Agent by written notice to the Exchange Agent received by the close of business on the day prior to the Election Deadline. AT&T will make similar election forms available to the appropriate holders of shares of MediaOne Series D Preferred Stock (if such shares have not been redeemed) and MediaOne Series E Preferred Stock in the manner contemplated by the certificates of designations for such shares to permit such holders to make comparable elections with respect to the conversion adjustments for such shares. AT&T shall have the right to make rules (which will be paid or acccrued on the Merger Consideration upon the surrender of the certificate or certificates representing shares of Sagebrush Common Stock or on dividends or other distributions deferred as described in the immediately preceding sentence. With respect Election Form), not inconsistent with the terms of this Agreement, governing the validity of Election Forms and the manner and extent to any certificate for Sagebrush Common which Standard Elections, Cash Election or Stock that has been lost or destroyed, WSMP shall cause the Merger Consideration attributable to such certificate Elections are to be paid upon receipt of evidence taken into account in making the determinations prescribed by Sections 3.1(g) and indemnity reasonably satisfactory to it of the shares represented thereby3.1(h).

Surrender and Payment. At the Effective Time the stock transfer books of Sagebrush shall be closed, and no transfer of any share of Sagebrush Common Stock theretofore outstanding shall thereafter be made. As soon as practicable after (a) Prior to the Effective Time, each holder of Sagebrush Common Stock converted pursuant to Section 2.5(b), upon surrender, for cancellation, to Parent shall appoint an exchange agent designated by WSMP, subject reasonably acceptable to the approval Company (the “Exchange Agent”) to act as the agent for the purpose of Sagebrush (such approval not to be withheld or delayed unreasonaly), prior to exchanging for the Merger (the "Exchange Agent"), of one or more certificates previously representing Sagebrush Common Stock, will be entitled to receive Consideration: (i) certificates representing Merger Consideration, as provided in Section 2.5(c), and the Certificates or (ii) a check for the applicable cash amount, if any, as provided in Section 2.6, in each case in respect of the aggregate number of book-entry shares of Sagebrush Common Stock previously represented by the certificate or certificates surrendered and promptly canceled after receipt thereof by the Exchange Agent. As promptly as practicable after the Closing Date, WSMP shall cause the Exchange Agent to deliver or mail to each shareholder of Sagebrush a letter of transmittal and instructions for use in surrendering, in exchange for Merger consideration, the certificates that which immediately prior to the Effective Time represented the shares of Sagebrush Company Common StockStock (the “Book-Entry Shares”). Upon On and after the surrender Effective Time, Parent shall deposit, or cause the Surviving Entity to deposit, with the Exchange Agent, sufficient funds to pay the aggregate Merger Consideration that is payable in respect of all of the shares of Company Common Stock represented by the Certificates and the Book-Entry Shares (the “Payment Fund”) in amounts and at the times necessary for such certificatespayments. If for any reason (including losses) the Payment Fund is inadequate to pay the amounts to which holders of shares shall be entitled under Section 3.01(b), together Parent shall take all steps necessary to enable or cause the Surviving Entity promptly to deposit in trust additional cash with such the Exchange Agent sufficient to make all payments required under Section 3.01(b), and Parent and the Surviving Entity shall in any event be liable for the payment thereof. The Payment Fund shall not be used for any other purpose. The Surviving Entity shall pay all charges and expenses, including those of the Exchange Agent, in connection with the exchange of shares of Company Common Stock for the Merger Consideration. Promptly after the Effective Time (but, in any event, within five (5) Business Days thereafter), Parent shall send, or shall cause the Exchange Agent to send, to each record holder of shares of Company Common Stock immediately prior to the Effective Time, a letter of transmittal and such other documents as may reasonably instructions in customary form (which shall specify that the delivery shall be requestedeffected, WSMP and risk of loss and title shall promptly cause pass, only upon proper delivery of the Merger Consideration to be issued and delivered Certificates or transfer of the Book-Entry Shares to the persons entitled therto. No dividend or other distribution payable following the Closing with respect to shares of WSMP Common Stock to be recieved as Merger Consideration shall be paid, and there shall be no right to vote Exchange Agent) for use in such shares of WSMP Common Stock, until the Sagebrush shareholder has tendered the certificate or certificates representing shares of Sagebrush Common Stock to be exchanged for Merger Consideration, it being understood, however, that such tender when made shall relate back to the Effective Time for the purposes of any rights to receive dividends and other distributions with respect to WSMP Common Stock distributable to holders of record after the Effective Time. No interest will be paid or acccrued on the Merger Consideration upon the surrender of the certificate or certificates representing shares of Sagebrush Common Stock or on dividends or other distributions deferred as described in the immediately preceding sentence. With respect to any certificate for Sagebrush Common Stock that has been lost or destroyed, WSMP shall cause the Merger Consideration attributable to such certificate to be paid upon receipt of evidence and indemnity reasonably satisfactory to it of the shares represented therebyexchange.

Surrender and Payment. At the Effective Time the stock transfer books of Sagebrush shall be closed, and no transfer of any share of Sagebrush Common Stock theretofore outstanding shall thereafter be made. As soon as practicable after (a) Prior to the Effective Time, each holder ConocoPhillips shall appoint Mellon Investor Services LLC or such other exchange agent reasonably acceptable to Burlington (the "EXCHANGE AGENT") for the purpose of Sagebrush exchanging Certificates representing shares of Burlington Common Stock and non-certificated shares represented by book entry ("BOOK-ENTRY SHARES") for the Merger Consideration. At or prior to the Effective Time, ConocoPhillips shall deposit with the Exchange Agent, in trust for the benefit of the holders of shares of Burlington Common Stock, (a) certificates representing shares of ConocoPhillips Common Stock and (b) cash, to be issued and paid pursuant to Section 3.1(a) and Section 3.6 in respect of shares of Burlington Common Stock converted pursuant to Section 2.5(b), upon surrender, 3.1(a) in exchange for cancellation, to an exchange agent designated by WSMP, subject to the approval of Sagebrush (such approval not to be withheld or delayed unreasonaly), prior to the Merger (the "Exchange Agent"), of one or more certificates previously representing Sagebrush Common Stock, will be entitled to receive (i) certificates representing Merger Consideration, as provided in Section 2.5(c), and (ii) a check for the applicable cash amount, if any, as provided in Section 2.6, in each case in respect of the aggregate number of outstanding shares of Sagebrush Burlington Common Stock previously represented by upon due surrender of Certificates pursuant to this Article III. Following the certificate or certificates surrendered and promptly canceled after receipt thereof by Effective Time, ConocoPhillips agrees to make available to the Exchange Agent, from time to time as needed, cash sufficient to pay any dividends and other distributions pursuant to Section 3.5(f). As promptly Any cash and certificates representing ConocoPhillips Common Stock deposited with the Exchange Agent (including the amount of any dividends or other distributions payable with respect thereto and such cash in lieu of fraction shares to be paid pursuant to Section 3.6) shall hereinafter be referred to as practicable the "EXCHANGE FUND"). Promptly after the Closing DateEffective Time, WSMP shall ConocoPhillips will send, or will cause the Exchange Agent to deliver or mail send, to each shareholder holder of Sagebrush record of shares of Burlington Common Stock as of the Effective Time, a letter of transmittal and instructions for use in surrenderingsuch exchange (which shall specify that the delivery shall be effected, in exchange for Merger considerationand risk of loss and title shall pass, only upon proper delivery of the certificates that immediately prior Certificates to the Effective Time represented Exchange Agent) in such form as Burlington and ConocoPhillips may reasonably agree, for use in effecting delivery of shares of Sagebrush Burlington Common Stock. Upon the surrender of such certificates, together with such letter of transmittal and such other documents as may reasonably be requested, WSMP shall promptly cause the Merger Consideration to be issued and delivered Stock to the persons entitled thertoExchange Agent. No dividend or other distribution payable following the Closing Exchange of any Book-Entry Shares shall be effected in accordance with ConocoPhillips' customary procedures with respect to shares of WSMP Common Stock to be recieved as Merger Consideration shall be paid, and there shall be no right to vote such shares of WSMP Common Stock, until the Sagebrush shareholder has tendered the certificate or certificates representing shares of Sagebrush Common Stock to be exchanged for Merger Consideration, it being understood, however, that such tender when made shall relate back to the Effective Time for the purposes of any rights to receive dividends and other distributions with respect to WSMP Common Stock distributable to holders of record after the Effective Time. No interest will be paid or acccrued on the Merger Consideration upon the surrender of the certificate or certificates representing shares of Sagebrush Common Stock or on dividends or other distributions deferred as described in the immediately preceding sentence. With respect to any certificate for Sagebrush Common Stock that has been lost or destroyed, WSMP shall cause the Merger Consideration attributable to such certificate to be paid upon receipt of evidence and indemnity reasonably satisfactory to it of the shares securities represented therebyby book entry.

Surrender and Payment. At (a) Prior to the Effective Time Time, Parent shall appoint American Stock Transfer & Trust Company, LLC (the stock transfer books “Exchange Agent”) for the purpose of Sagebrush shall be closed, and no transfer of any share of Sagebrush Common Stock theretofore outstanding shall thereafter be made. As soon exchanging for the Merger Consideration as promptly as practicable after the Effective Time, each holder of Sagebrush Common Stock converted pursuant to Section 2.5(b), upon surrender, for cancellation, to an exchange agent designated by WSMP, subject to the approval of Sagebrush (such approval not to be withheld or delayed unreasonaly), prior to the Merger (the "Exchange Agent"), of one or more certificates previously representing Sagebrush Common Stock, will be entitled to receive Time (i) certificates representing Merger Consideration, as provided in Section 2.5(c), and Company Common Shares (the “Certificates”) or (ii) a check for uncertificated Company Common Shares (the applicable cash amount“Uncertificated Shares”). No later than ten (10) Business Days prior to the Effective Time, if anyParent shall enter into an agreement with the Exchange Agent in form and substance reasonably acceptable to the Special Committee and Parent (the “Exchange Agent Agreement”) pursuant to which Parent shall appoint the Exchange Agent. At or prior to the Effective Time, as provided in Section 2.6, in each case Merger Sub (or Parent on behalf of Merger Sub) shall make available to the Exchange Agent the aggregate Merger Consideration to be paid in respect of the aggregate number of shares of Sagebrush Common Stock previously represented by such Certificates and the certificate or certificates surrendered and promptly canceled after receipt thereof Uncertificated Shares. Such funds may be invested by the Exchange AgentAgent as directed by Pxxxxx; provided that (i) such funds shall only be invested in the manner provided in the Exchange Agent Agreement, (ii) no such investment or losses thereon shall affect the Merger Consideration payable to holders of Company Common Shares entitled to receive such consideration pursuant to ‎Section 2.02(a), (iii) to the extent necessary to pay the Merger Consideration, the Surviving Corporation (or Parent on behalf of the Surviving Corporation) shall promptly cause to be provided additional funds to the Exchange Agent for the benefit of holders of Company Common Shares entitled to receive such consideration and (iv) no such investment shall have a maturity that would reasonably be expected to prevent or delay payments to be made pursuant to this Agreement. Any net profit resulting from such investments or interest or income produced by such investments shall be payable to the Surviving Corporation. As promptly as practicable after the Closing DateEffective Time (but no later than five (5) Business Days thereafter), WSMP Parent shall cause the Surviving Corporation to send, or shall cause the Exchange Agent to deliver or mail send, to each shareholder holder of Sagebrush Company Common Shares entitled to receive the Merger Consideration pursuant to ‎Section 2.02(a) at the Effective Time a letter of transmittal and instructions for use (which shall be in surrendering, in exchange for Merger consideration, a form reasonably acceptable to the certificates that immediately Company and Parent and finalized prior to the Effective Time represented shares and which shall specify that the delivery shall be effected, and risk of Sagebrush Common Stock. Upon loss and title shall pass, only upon proper delivery of the surrender Certificates or transfer of such certificates, together with such letter of transmittal and such other documents as may reasonably be requested, WSMP shall promptly cause the Merger Consideration to be issued and delivered Uncertificated Shares to the persons entitled therto. No dividend or other distribution payable following Exchange Agent) for use in such exchange (the Closing with respect to shares “Letter of WSMP Common Stock to be recieved as Merger Consideration shall be paid, and there shall be no right to vote such shares of WSMP Common Stock, until the Sagebrush shareholder has tendered the certificate or certificates representing shares of Sagebrush Common Stock to be exchanged for Merger Consideration, it being understood, however, that such tender when made shall relate back to the Effective Time for the purposes of any rights to receive dividends and other distributions with respect to WSMP Common Stock distributable to holders of record after the Effective Time. No interest will be paid or acccrued on the Merger Consideration upon the surrender of the certificate or certificates representing shares of Sagebrush Common Stock or on dividends or other distributions deferred as described in the immediately preceding sentence. With respect to any certificate for Sagebrush Common Stock that has been lost or destroyed, WSMP shall cause the Merger Consideration attributable to such certificate to be paid upon receipt of evidence and indemnity reasonably satisfactory to it of the shares represented therebyTransmittal”).

Surrender and Payment. At (a) Parent shall authorize one or more Persons reasonably acceptable to the Effective Time Company to act as Exchange Agent hereunder the stock transfer books of Sagebrush shall be closed, and no transfer of any share of Sagebrush Common Stock theretofore outstanding shall thereafter be made. As soon as practicable "Exchange Agent." Promptly after the Effective Time, each holder of Sagebrush Common Stock converted pursuant Parent shall deliver to Section 2.5(b), upon surrender, for cancellation, to an exchange agent designated by WSMP, subject to the approval of Sagebrush (such approval not to be withheld or delayed unreasonaly), prior to the Merger (the "Exchange Agent"), of one or more certificates previously representing Sagebrush Common Stock, will be entitled to receive (i) certificates representing Merger Consideration, as provided in Section 2.5(c), and (ii) a check for the applicable cash amount, if any, as provided in Section 2.6, in each case in respect of the aggregate number of shares of Sagebrush Common Stock previously represented by the certificate or certificates surrendered and promptly canceled after receipt thereof by the Exchange Agent. As promptly as practicable after the Closing Date, WSMP shall cause the Exchange Agent sufficient cash to deliver or mail satisfy the Merger Consideration. Promptly after the Effective Time, the Surviving Corporation shall cause to be mailed to each shareholder record holder, as of Sagebrush the Effective Time, of certificates representing outstanding shares of Company Common Stock ("Company Certificates") or shares of Company Common Stock represented by book-entry ("Company Book-Entry Shares") (other than Dissenting Shares), a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Company Certificates shall pass, only upon proper delivery of the Company Certificates to the Exchange Agent or, in the case of Company Book-Entry Shares, upon adherence to the procedures set forth in the letter of transmittal) and instructions for use in surrenderingeffecting the surrender of the Company Certificates or, in exchange for Merger considerationthe case of Company Book-Entry Shares, the certificates that immediately prior to the Effective Time represented shares of Sagebrush Common Stock. Upon the surrender of such certificatesshares for payment of the Merger Consideration therefor. After the Effective Time, upon surrender in accordance with this Section 3.4(a), to the Exchange Agent of a Company Certificate or Company Book-Entry Shares, together with such letter of transmittal transmittal, duly completed and validly executed in accordance with the instructions thereto, and such other documents as may reasonably be requestedrequired pursuant to such instructions, WSMP the Exchange Agent shall promptly cause deliver to the holder of such Company Certificate or Company Book-Entry Shares in exchange therefor, the Merger Consideration to be issued received by the holder thereof pursuant to this Agreement. The Exchange Agent shall accept such Company Certificates or Company Book-Entry Shares upon compliance with such reasonable terms and delivered conditions as the Exchange Agent may impose to effect an orderly exchange thereof in accordance with normal exchange practices. After the persons entitled therto. No dividend or other distribution payable following the Closing with respect to shares of WSMP Common Stock to be recieved as Merger Consideration shall be paidEffective Time, and there shall be no right to vote such further transfer on the records of Company or its transfer agent of shares of WSMP Common Stock, until the Sagebrush shareholder has tendered the certificate or certificates representing shares of Sagebrush Company Common Stock and, if Company Certificates or Company Book-Entry Shares are presented to Company for transfer, they shall be canceled against delivery of the applicable Merger Consideration. If any Merger Consideration is to be exchanged issued in a name other than that in which the Company Certificate surrendered for Merger Considerationexchange is registered, it being understoodshall be a condition of such exchange that the Company Certificate so surrendered shall be properly endorsed, howeverwith signature guaranteed, or otherwise in proper form for transfer, including compliance with all laws and that the person requesting such exchange shall pay to Company or its transfer agent any transfer or other taxes required by reason of the issuance of the Merger Consideration in a name other than that of the registered holder of the Company Certificate surrendered, or establish to the satisfaction of the Surviving Corporation that such tender when made tax has been paid or is not applicable. Until surrendered as contemplated by this Section 3.4(a), each Company Certificate and each Company Book-Entry Share shall relate back to be deemed at any time after the Effective Time for to represent only the purposes of any rights right to receive dividends and other distributions with respect to WSMP Common Stock distributable to holders of record after the Effective Time. No interest will be paid or acccrued on upon such surrender the Merger Consideration upon the surrender of the certificate or certificates representing shares of Sagebrush Common Stock or on dividends or other distributions deferred as described in the immediately preceding sentence. With respect to any certificate for Sagebrush Common Stock that has been lost or destroyed, WSMP shall cause the Merger Consideration attributable to such certificate to be paid upon receipt of evidence and indemnity reasonably satisfactory to it of the shares represented therebycontemplated by Section 3.1.

Surrender and Payment. At (a) Prior to the Effective Time the stock transfer books of Sagebrush shall be closed, and no transfer of any share of Sagebrush Common Stock theretofore outstanding shall thereafter be made. As soon as practicable after the Merger Effective Time, Parent shall appoint a commercial bank or trust company reasonably acceptable to the Company (the “Exchange Agent”) and enter into an exchange agent agreement with the Exchange Agent reasonably acceptable to the Company (the “Exchange Agent Agreement”) for the purpose of exchanging (i) Certificates or (ii) Uncertificated Shares for the Merger Consideration payable in respect of the shares of Company Common Stock. As of the Merger Effective Time, Parent shall deposit with the Exchange Agent, for the benefit of the holders of shares of Company Common Stock, for exchange in accordance with this Section 2.04 through the Exchange Agent, (x) certificates (or evidence of shares in book-entry form) representing the shares of Parent Common Stock issuable pursuant to Section 2.03(a) in exchange for outstanding shares of Company Common Stock, (y) cash sufficient to pay the aggregate Cash Consideration payable pursuant to Section 2.03(a) and (z) New CVR Certificates representing the New CVRs issuable pursuant to Section 2.03(a) and the New CVR Agreement. Parent agrees to make available, directly or indirectly, to the Exchange Agent from time to time as needed additional cash sufficient to pay any dividends or other distributions to which such holders are entitled pursuant to Section 2.04(f) and cash in lieu of any fractional share of Parent Common Stock to which such holder is entitled pursuant to Section 2.08. Promptly after the Merger Effective Time (and in no event more than two (2) Business Days following the Closing Date), Parent shall send, or shall cause the Exchange Agent to send, to each holder of Sagebrush shares of Company Common Stock converted pursuant to Section 2.5(b), upon surrender, for cancellation, to an exchange agent designated by WSMP, subject at the Merger Effective Time a letter of transmittal and instructions (which shall be in a form reasonably acceptable to the approval of Sagebrush (such approval not to be withheld or delayed unreasonaly), Company and substantially finalized prior to the Merger (the "Exchange Agent"), of one or more certificates previously representing Sagebrush Common Stock, will Effective Time and which shall specify that delivery shall be entitled to receive (i) certificates representing Merger Consideration, as provided in Section 2.5(c)effected, and (ii) a check for the applicable cash amountrisk of loss and title shall pass, if any, as provided in Section 2.6, in each case in respect only upon proper delivery of the aggregate number Certificates or transfer of shares of Sagebrush Common Stock previously represented by the certificate or certificates surrendered and promptly canceled after receipt thereof by Uncertificated Shares to the Exchange Agent) for use in such exchange. As promptly All certificates (or evidence of shares in book-entry form) representing shares of Parent Common Stock and New CVR Certificates and cash deposited with the Exchange Agent pursuant to this Section 2.04 shall be referred to in this Agreement as practicable after the Closing Date, WSMP “Exchange Fund”. Parent shall cause the Exchange Agent to deliver the Merger Consideration contemplated to be issued or mail paid pursuant to each shareholder this Article II out of Sagebrush a letter the Exchange Fund. The Exchange Fund shall not be used for any other purpose. The Exchange Agent shall invest any cash included in the Exchange Fund as directed by Parent; provided that such cash shall only be invested in the manner provided in the Exchange Agent Agreement; and provided, further, that no such investment or losses thereon shall affect the Merger Consideration payable to holders of transmittal and instructions for use Company Common Stock entitled to receive such consideration or cash in surrenderinglieu of fractional interests; provided, in exchange for Merger considerationfurther, the certificates that immediately prior to the Effective Time represented shares of Sagebrush Common Stock. Upon extent necessary to pay the surrender of such certificatesMerger Consideration, together with such letter of transmittal and such other documents as may reasonably be requested, WSMP Parent shall promptly cause the Merger Consideration to be issued and delivered provided additional funds to the persons entitled therto. No dividend or other distribution payable following Exchange Agent for the Closing with respect to shares benefit of WSMP holders of Company Common Stock entitled to be recieved as Merger Consideration receive such consideration in the amount of any such losses. Any interest and other income resulting from such investments shall be paidthe property of, and there shall be no right to vote such shares of WSMP Common Stockpaid to, until the Sagebrush shareholder has tendered the certificate or certificates representing shares of Sagebrush Common Stock to be exchanged for Merger Consideration, it being understood, however, that such tender when made shall relate back to the Effective Time for the purposes of any rights to receive dividends and other distributions with respect to WSMP Common Stock distributable to holders of record after the Effective Time. No interest will be paid or acccrued on the Merger Consideration Parent upon the surrender termination of the certificate or certificates representing shares of Sagebrush Common Stock or on dividends or other distributions deferred as described in the immediately preceding sentence. With respect to any certificate for Sagebrush Common Stock that has been lost or destroyed, WSMP shall cause the Merger Consideration attributable to such certificate to be paid upon receipt of evidence and indemnity reasonably satisfactory to it of the shares represented therebyExchange Fund.

Surrender and Payment. At If a holder of Company Stock surrenders their Company Stock Certificates or other documentary evidence, reasonably satisfactory to Buyer, that legal and beneficial ownership of Company Stock is vested in the holder thereof, together with a completed Letter of Transmittal and any other documents as may be reasonably required by the Paying Agent, in accordance with the instructions set forth therein, at least two Business Days prior to the Closing Date and such holder is the record holder as of the Closing Date, then Buyer shall direct the Paying Agent to pay to the holder of such Company Stock, promptly after the Effective Time the stock transfer books of Sagebrush shall be closedTime, and no transfer of any share of Sagebrush Common Stock theretofore outstanding shall thereafter be madean amount in accordance with Section 1.7. As At or as soon as practicable after the Effective Time, each holder execution of Sagebrush Common Stock converted pursuant to Section 2.5(bthis Agreement (and in any event within five Business Days following the execution of this Agreement), upon surrender, for cancellation, to an exchange agent designated by WSMP, subject the Company will send to the approval holders of Sagebrush (such approval not to be withheld or delayed unreasonaly), prior to the Merger (the "Exchange Agent"), of one or more certificates previously representing Sagebrush Common Company Stock, will be entitled to receive : (i) certificates representing Merger Consideration, as provided in Section 2.5(c), a Letter of Transmittal and (ii) a check instructions for use in effecting the applicable cash amount, if any, as provided surrender of Company Stock Certificates in Section 2.6, in each case in respect exchange for payment of the aggregate number Per-Share Merger Consideration relating thereto; provided that the Company shall afford Buyer a reasonable opportunity, and in any event not less than five days, to review and comment upon such documents and shall incorporate Buyer’s comments thereto prior to distribution. If a holder of shares Company Stock surrenders their Company Stock Certificates, or provides other documentary evidence, reasonably satisfactory to Buyer, that legal and beneficial ownership of Sagebrush Common Company Stock previously represented by is vested in the certificate or certificates surrendered holder thereof, together with a completed Letter of Transmittal any time after two Business Days prior to the Closing Date and promptly canceled after receipt thereof by such holder is the Exchange Agent. As promptly record holder as practicable after of the Closing Date, WSMP then the holder of such Company Stock shall cause the Exchange Agent to deliver or mail to each shareholder of Sagebrush a letter of transmittal and instructions for use in surrendering, in exchange for Merger consideration, the certificates that immediately prior to the Effective Time represented shares of Sagebrush Common Stockbe paid as soon as reasonably practical thereafter. Upon the surrender of such certificatesa Company Stock Certificate for exchange in accordance with the Letter of Transmittal (or upon the submission of other documentary evidence, reasonably satisfactory to Buyer, that legal and beneficial ownership of Company Stock is vested in the holder thereof), together with such letter a duly executed Letter of transmittal Transmittal and such other documents as may be reasonably be requestedrequired by Buyer or the Paying Agent, WSMP shall promptly cause the Merger Consideration to be issued and delivered to the persons entitled therto. No dividend at or other distribution payable following the Closing with respect to shares of WSMP Common Stock to be recieved as Merger Consideration shall be paid, and there shall be no right to vote such shares of WSMP Common Stock, until the Sagebrush shareholder has tendered the certificate or certificates representing shares of Sagebrush Common Stock to be exchanged for Merger Consideration, it being understood, however, that such tender when made shall relate back to after the Effective Time for the purposes holder of any rights such Company Stock shall be entitled to receive dividends and other distributions with respect in exchange therefor payment of an amount equal to WSMP the Per-Share Merger Consideration multiplied by the number of Common Stock distributable to holders Equivalent Shares so surrendered. Until surrendered as contemplated by this Section 1.12, each share of record Company Stock shall be deemed, from and after the Effective Time. No , to represent only the right to receive upon such surrender the Per-Share Merger Consideration applicable thereto and no interest will be paid or acccrued accrued for the benefit of such holder on the Merger Consideration payable upon the surrender of the certificate or certificates representing shares of Sagebrush Common such Company Stock. If any Company Stock or on dividends or other distributions deferred as described in the immediately preceding sentence. With respect to any certificate for Sagebrush Common Stock that has Certificate shall have been lost lost, stolen or destroyed, WSMP Buyer or the Paying Agent may, in its discretion and as a condition precedent to the payment of the applicable portion of Merger Consideration, require the owner of such lost, stolen or destroyed Company Stock Certificate to provide an appropriate affidavit, in form and substance reasonably acceptable to Buyer and the Paying Agent, and to post a bond in customary amount as Buyer or the Paying Agent may reasonably require, each of which provides for indemnity by such owner against any claim that may be made against Buyer, the Paying Agent or the Surviving Corporation with respect to such Company Stock Certificate. None of Buyer, the Company, Merger Sub, the Paying Agent or the Surviving Corporation shall cause be liable to any Person in respect of any portion of the Merger Consideration attributable delivered to a public official pursuant to any applicable abandoned property, escheat or similar Law. Notwithstanding any other provision of this Agreement, any portion of the Merger Consideration that remains undistributed to the holders of Company Stock as of the second anniversary of the Closing (or immediately prior to such certificate to be paid upon receipt of evidence and indemnity reasonably satisfactory to it earlier date on which any portion of the shares represented therebyMerger Consideration would otherwise escheat to or become the property of any Governmental Entity), shall, to the extent permitted by applicable Law be delivered by the Paying Agent to, and shall become the property of, the Surviving Corporation, free and clear of all claims or interest of any Person previously entitled thereto.

Surrender and Payment. At the Effective Time the stock transfer books of Sagebrush shall be closed, and no transfer of any share of Sagebrush Common Stock theretofore outstanding shall thereafter be made. As soon as practicable after (a) Prior to the Effective Time, each holder of Sagebrush Common Stock converted pursuant to Section 2.5(b), upon surrender, for cancellation, to an exchange agent designated by WSMP, Parent shall appoint (subject to the approval of Sagebrush (such Company's prior approval not to be unreasonably withheld or delayed unreasonaly), prior to the Merger delayed) a commercial bank or trust company (the "Exchange Agent") for the purpose of exchanging Certificates or Uncertificated Company Shares for the Merger Consideration or the consideration described in Section 3.05, as applicable. As of the Effective Time, Parent shall deposit with the Exchange Agent, for the benefit of the holders of Company Shares (other than Company Excluded Shares), for exchange in accordance with this Section through the Exchange Agent, securities representing shares of one Parent Common Stock issuable and payable pursuant to Section 3.01 or more certificates previously representing Sagebrush Section 3.05, as applicable, in exchange for outstanding Company Shares (other than Company Excluded Shares) in respect of the Stock Consideration to be paid in the Merger or the consideration described in Section 3.05, as applicable, the cash necessary to pay for the aggregate Cash Consideration to be paid pursuant to this Article 3 and, after the Effective Time, if applicable, any cash and dividends or other distribution with respect to the Parent Common StockStock to be issued or to be paid pursuant to this Article 3 (together, will be entitled the "Exchange Fund"). If a Dissenting Stockholder effectively withdraws its demand for, or loses its rights to, appraisal pursuant to receive Section 262 of the DGCL with respect to any Dissenting Shares, (i) certificates representing Merger Consideration, as provided in Section 2.5(c), such shares of Company Common Stock shall cease to be Company Excluded Shares and (ii) a check Parent shall make available or cause to be made available to the Exchange Agent (A)(1) additional funds in an amount equal to the product of (x) the number of Dissenting Shares for which such Dissenting Stockholder has withdrawn its demand for, or lost its rights to, appraisal pursuant to Section 262 of the applicable cash amountDGCL and (y) the Cash Consideration and (2) additional shares of Parent Common Stock equal to the product of (x) the number of Dissenting Shares for which such Dissenting Stockholder has withdrawn its demand for, if anyor lost its rights to, appraisal pursuant to Section 262 of the DGCL and (y) the Stock Consideration or (B) additional shares of Parent Common Stock equal to the product of (x) the number of Dissenting Shares for which such Dissenting Stockholder has withdrawn its demand for, or lost its rights to, appraisal pursuant to Section 262 of the DGCL and (y) the consideration described in Section 3.05, as provided in Section 2.6, in each case in respect of the aggregate number of shares of Sagebrush Common Stock previously represented by the certificate or certificates surrendered and promptly canceled after receipt thereof by the Exchange Agentapplicable. As promptly as practicable Promptly after the Closing DateEffective Time (and in any event within three business days), WSMP Parent shall send, or shall cause the Exchange Agent to deliver or mail send, to each shareholder holder of Sagebrush Company Shares at the Effective Time a letter of transmittal and instructions (which shall specify that the delivery shall be effected, and risk of loss and title shall pass, only upon proper delivery of the Certificates or transfer of the Uncertificated Company Shares to the Exchange Agent) for use in surrendering, in exchange for Merger consideration, the certificates that immediately prior to the Effective Time represented shares of Sagebrush Common Stock. Upon the surrender of such certificates, together with such letter of transmittal and such other documents as may reasonably be requested, WSMP shall promptly cause the Merger Consideration to be issued and delivered to the persons entitled therto. No dividend or other distribution payable following the Closing with respect to shares of WSMP Common Stock to be recieved as Merger Consideration shall be paid, and there shall be no right to vote such shares of WSMP Common Stock, until the Sagebrush shareholder has tendered the certificate or certificates representing shares of Sagebrush Common Stock to be exchanged for Merger Consideration, it being understood, however, that such tender when made shall relate back to the Effective Time for the purposes of any rights to receive dividends and other distributions with respect to WSMP Common Stock distributable to holders of record after the Effective Time. No interest will be paid or acccrued on the Merger Consideration upon the surrender of the certificate or certificates representing shares of Sagebrush Common Stock or on dividends or other distributions deferred as described in the immediately preceding sentence. With respect to any certificate for Sagebrush Common Stock that has been lost or destroyed, WSMP shall cause the Merger Consideration attributable to such certificate to be paid upon receipt of evidence and indemnity reasonably satisfactory to it of the shares represented therebyexchange.

Surrender and Payment. At the Effective Time the stock transfer books of Sagebrush shall be closed, and no transfer of any share of Sagebrush Common Stock theretofore outstanding shall thereafter be made(a). As soon as practicable after Prior to the Effective Time, each holder of Sagebrush Common Stock converted pursuant to Section 2.5(b), upon surrender, for cancellation, to AT&T shall appoint an exchange agent designated by WSMP, subject to the approval of Sagebrush (such approval not to be withheld or delayed unreasonaly), prior to the Merger (the "Exchange Agent") for the purpose of (i) exchanging certificates representing shares of MediaOne Common Stock (the "Common Certificates") for the Common Stock Consideration, (ii) exchanging certificates representing shares of MediaOne Series C Preferred Stock (the "Series C Certificates") for the Series C Consideration, (iii) exchanging certificates representing shares of MediaOne Series D Preferred Stock (the "Series D Certificates") for the Series D Consideration and (iv) exchanging certificates representing shares of MediaOne Series E Preferred Stock (the "Series E Certificates")," and together with the Common Certificates, the Series C Certificates and the Series D Certificates, the "Certificates") for the Series E Consideration. At the Effective Time, AT&T will deposit with the Exchange Agent (i) the Common Stock Consideration to be paid in respect of one or more certificates previously representing Sagebrush shares of MediaOne Common Stock, will (ii) the Series C Consideration to be entitled paid in respect of shares of MediaOne Series C Preferred Stock, (iii) the Series D Consideration to receive be paid in respect of shares of MediaOne Series D Preferred Stock, (iv) the Series E Consideration to be paid in respect of shares of MediaOne Series E Preferred Stock and (v) cash in an amount required to be paid pursuant to Section 3.5. The Common Stock Considera- tion, Series C Consideration, Series D Consideration, Series E Consideration and cash referred to in items (i) certificates representing Merger Considerationthrough (v) are referred to herein as the "Exchange Fund". Upon receipt, as provided in Section 2.5(c), and (ii) a check for the applicable Exchange Agent will invest the cash amount, if any, as provided in Section 2.6, in each case in respect portion of the aggregate number of shares of Sagebrush Common Stock previously represented by Exchange Fund in United States government securities maturing at the certificate Election Deadline or certificates surrendered such other investments as AT&T and promptly canceled after receipt thereof by the Exchange AgentMediaOne may mutually agree. As promptly as practicable Promptly after the Closing DateEffective Time, WSMP shall AT&T will send, or will cause the Exchange Agent to deliver or mail send, (A) to each shareholder holder of Sagebrush shares of MediaOne Common Stock, MediaOne Series C Preferred Stock, MediaOne Series D Preferred Stock or MediaOne Series E Preferred Stock at the Effective Time, a letter of transmittal and instructions (which shall specify that the delivery shall be effected, and risk of loss and title shall pass, only upon proper delivery of the Certificates to the Exchange Agent) for use in surrenderingsuch exchange, in exchange for Merger consideration, the certificates that immediately prior and (B) to the Effective Time represented each holder of shares of Sagebrush Common Stock. Upon the surrender of such certificates, together with such letter of transmittal and such other documents as may reasonably be requested, WSMP shall promptly cause the Merger Consideration to be issued and delivered to the persons entitled therto. No dividend or other distribution payable following the Closing with respect to shares of WSMP Common Stock to be recieved as Merger Consideration shall be paid, and there shall be no right to vote such shares of WSMP MediaOne Common Stock, until an election form (the Sagebrush shareholder has tendered "Election Form") providing for such holders to make the certificate Standard Election, the Cash Election or certificates representing shares of Sagebrush Common the Stock Election. Any Standard Election (other than a deemed Standard Election), Cash Election or Stock Election shall be validly made only if the Exchange Agent shall have received by 5:00 p.m., New York City time, on a date (the "Election Deadline") to be exchanged for Merger Consideration, it being understood, however, that such tender when made mutually agreed upon by AT&T and MediaOne (which date shall relate back to not be later than the Effective Time for the purposes of any rights to receive dividends and other distributions with respect to WSMP Common Stock distributable to holders of record twentieth Business Day after the Effective Time), an Election Form properly completed and executed (with the signature or signatures thereon guaranteed to the extent required by the Election Form) by such holder accompanied by such holder's Common Certificates, or by an appropriate guarantee of delivery of such Common Certificates from a member of any registered national securities exchange or of the National Association of Securities Dealers, Inc. or a commercial bank or trust company in the United States as set forth in such Election Form. No interest Any holder of MediaOne Common Stock who has made an election by submitting an Election Form to the Exchange Agent may at any time prior to the Election Deadline change such holder's election by submitting a revised Election Form, properly completed and signed that is received by the Exchange Agent prior to the Election Deadline. Any holder of MediaOne Common Stock may at any time prior to the Election Deadline revoke his election and withdraw his Common Certificates deposited with the Exchange Agent by written notice to the Exchange Agent received by the close of business on the day prior to the Election Deadline. AT&T will make similar election forms available to the appropriate holders of shares of MediaOne Series D Preferred Stock (if such shares have not been redeemed) and MediaOne Series E Preferred Stock in the manner contemplated by the certificates of designations for such shares to permit such holders to make comparable elections with respect to the conversion adjustments for such shares. AT&T shall have the right to make rules (which will be paid or acccrued on the Merger Consideration upon the surrender of the certificate or certificates representing shares of Sagebrush Common Stock or on dividends or other distributions deferred as described in the immediately preceding sentence. With respect Election Form), not inconsistent with the terms of this Agreement, governing the validity of Election Forms and the manner and extent to any certificate for Sagebrush Common which Standard Elections, Cash Election or Stock that has been lost or destroyed, WSMP shall cause the Merger Consideration attributable to such certificate Elections are to be paid upon receipt of evidence taken into account in making the determinations prescribed by Sections 3.1(g) and indemnity reasonably satisfactory to it of the shares represented thereby3.1(h).

Surrender and Payment. At the Effective Time the stock transfer books of Sagebrush shall be closed, and no transfer of any share of Sagebrush Common Stock theretofore outstanding shall thereafter be made. As soon as practicable after (a) Prior to the Effective Time, each holder of Sagebrush Common Stock converted pursuant to Section 2.5(b), upon surrender, for cancellation, to Parent shall appoint an exchange agent designated by WSMP, subject to the approval of Sagebrush (such approval not to be withheld or delayed unreasonaly), prior to the Merger (the "Exchange AgentEXCHANGE AGENT"), ) reasonably satisfactory to the Company for the purpose of one or more certificates previously representing Sagebrush Common Stock, will be entitled to receive exchanging for the Merger Consideration (i) certificates representing Merger Consideration, as provided in Section 2.5(c), and shares of Company Stock (the "CERTIFICATES") or (ii) a check for the applicable cash amount, if any, as provided in Section 2.6, in each case in respect of the aggregate number of uncertificated shares of Sagebrush Common Company Stock previously represented by (the certificate or certificates surrendered and promptly canceled after receipt thereof by "UNCERTIFICATED SHARES"). Immediately prior to the Effective Time, the Company shall deposit $18 million in cash (the "COMPANY CASH DEPOSIT") with the Exchange Agent. As promptly as practicable The Company Cash Deposit shall be made solely out of Freely Available Cash and shall be used solely for purposes of paying a portion of the Merger Consideration in accordance with this Article 2 and shall not be used to satisfy any other obligation of the Company or any of its Subsidiaries. At or immediately following the Effective Time, Parent shall make available to the Exchange Agent cash, for the benefit of the holders of Certificates and Uncertificated Shares, in an amount sufficient to pay all remaining aggregate Merger Consideration in excess of the Company Cash Deposit. Promptly after the Closing DateEffective Time (but, WSMP subject to receipt by the Exchange Agent of the necessary stockholder records from the Company's transfer agent, in no event more than ten (10) Business Days after the Effective Time), Parent shall send, or shall cause the Exchange Agent to deliver or mail send, to each shareholder holder of Sagebrush shares of Company Stock at the Effective Time a letter of transmittal and instructions (which shall specify that the delivery shall be effected, and risk of loss and title shall pass, only upon proper delivery of the Certificates or transfer of the Uncertificated Shares to the Exchange Agent) for use in surrendering, such exchange. The parties hereby acknowledge and agree that the ten (10)-Business Day period set forth in exchange for Merger consideration, the certificates that immediately prior to the Effective Time represented shares of Sagebrush Common Stock. Upon the surrender of such certificates, together with such letter of transmittal and such other documents as may reasonably be requested, WSMP shall promptly cause the Merger Consideration to be issued and delivered to the persons entitled therto. No dividend or other distribution payable following the Closing with respect to shares of WSMP Common Stock to be recieved as Merger Consideration shall be paid, and there shall be no right to vote such shares of WSMP Common Stock, until the Sagebrush shareholder has tendered the certificate or certificates representing shares of Sagebrush Common Stock to be exchanged for Merger Consideration, it being understood, however, that such tender when made shall relate back to the Effective Time for the purposes of any rights to receive dividends and other distributions with respect to WSMP Common Stock distributable to holders of record after the Effective Time. No interest previous sentence will be paid or acccrued on tolled for each Business Day the Merger Consideration upon Exchange Agent has not received the surrender of necessary stockholder records from the certificate or certificates representing shares of Sagebrush Common Stock or on dividends or other distributions deferred as described in the immediately preceding sentence. With respect to any certificate for Sagebrush Common Stock that has been lost or destroyed, WSMP shall cause the Merger Consideration attributable to such certificate to be paid upon receipt of evidence and indemnity reasonably satisfactory to it of the shares represented therebyCompany's transfer agent.

Surrender and Payment. At the Effective Time the stock transfer books of Sagebrush shall be closed, and no transfer of any share of Sagebrush Common Stock theretofore outstanding shall thereafter be madeI.4.1. As soon as practicable after Prior to the Effective Time, each holder of Sagebrush Common Stock converted pursuant BP Amoco shall appoint an agent reasonably acceptable to Section 2.5(b), upon surrender, for cancellation, to an ARCO as exchange agent designated by WSMP, subject to the approval of Sagebrush (such approval not to be withheld or delayed unreasonaly), prior to the Merger (the "Exchange Agent")) for -------------- the purpose of accepting Certificates to be surrendered by holders of ARCO Common Shares in exchange for BP Amoco Depositary Shares or, if and to the extent elected by a holder of one ARCO Common Shares in the manner provided in this Section 1.4.1, for BP Amoco Ordinary Shares in registered form, and letters of transmittal as described in this Section 1.4.1. Promptly after the Effective Time, the Surviving Corporation will send, or more certificates previously representing Sagebrush will cause the Exchange Agent to send, to each holder of record as of the Effective Time of ARCO Common StockShares (other than holders of Excluded ARCO Shares) (i) a letter of transmittal, will be entitled in such form or forms as ARCO and BP Amoco may reasonably agree, for use in effecting delivery of Certificates to the Exchange Agent and including a form of election by which each holder of ARCO Common Shares may elect, subject to the provisions of this Section 1.4.1, to receive (ithe "Ordinary Share Election") certificates representing all or part of the ----------------------- Merger ConsiderationConsideration to which such holder is entitled in the form of BP Amoco Ordinary Shares in registered form, rather than in the form of BP Amoco Depositary Shares (such BP Amoco Ordinary Shares or BP Amoco Depositary Shares to be received by a holder being referred to in this Agreement as provided in Section 2.5(c"BP Amoco Shares"), and (ii) a check instructions for surrendering --------------- ARCO Common Shares in exchange for the applicable BP Amoco Shares, and any cash amountin lieu of fractional interests in BP Amoco Depositary Shares and any cash dividends or other distributions, if anythat such holder has the right to receive pursuant to this Article I. ARCO, acting as agent for each holder of record as of the Effective Time of ARCO Common Shares (other than Excluded ARCO Shares), shall prior to the Effective Time appoint Exchange Nominees Limited or such other agent as may be reasonably acceptable to BP Amoco (the "Nominee"), as provided nominee and agent for and on behalf of the holders of ------- ARCO Common Shares in connection with the issuance of BP Amoco Depositary Shares or BP Amoco Ordinary Shares in accordance with this Article I, subject to the terms and conditions of this Agreement and an exchange agent and nominee agreement among BP Amoco, ARCO, the Exchange Agent and the Nominee. BP Amoco shall issue the BP Amoco Ordinary Shares referred to in Section 2.61.3.4 in registered form to the Nominee. The BP Amoco Ordinary Shares held by the Nominee shall be deposited by the Nominee or on its behalf with the Depositary (or as it may direct) as and when required for the issuance of BP Amoco Depositary Shares, or delivered by the Nominee to holders of ARCO Common Shares in accordance with any Ordinary Share Election, in each case in accordance with this Article I. To the extent required, the Nominee will requisition from the Depositary, from time to time, such number of BP Amoco Depositary Shares, in such denominations as the Nominee shall specify, as are issuable in respect of the aggregate number of shares of Sagebrush ARCO Common Stock previously represented by the certificate or certificates surrendered and promptly canceled after receipt thereof by the Exchange Agent. As promptly as practicable after the Closing Date, WSMP shall cause Shares properly delivered to the Exchange Agent that are not subject to deliver an Ordinary Share Election. Each holder of ARCO Common Shares entitled to receive the Merger Consideration in accordance with Section 1.3.2 may exercise the Ordinary Share Election only by returning to the Exchange Agent prior to the close of business on the 42nd day following the Closing Date a properly completed letter of transmittal and form of election. Any such holder of ARCO Common Shares may make an Ordinary Share Election with respect to any or mail all of such holder's ARCO Common Shares, provided that (i) the number of BP Amoco -------- Ordinary Shares to each shareholder which any such holder will be entitled in respect of Sagebrush such Ordinary Share Election shall not be less than six and shall be an integral multiple of six; (ii) any number of BP Amoco Ordinary Shares less than six or in excess of an integral multiple thereof ("Excess Ordinary --------------- Shares") shall constitute a fractional interest in a BP Amoco Depositary ------ Share; and (iii) such holder will therefore be entitled only to cash in lieu of Excess Ordinary Shares in accordance with Section 1.6. Only BP Amoco Depositary Shares shall be issued as Merger Consideration with respect to ARCO Common Shares for which the holder of such ARCO Common Shares shall not have exercised an Ordinary Share Election prior to the close of business on the 42nd day following the Closing Date or for which the holder shall have delivered to the Exchange Agent prior to such time a letter of transmittal and instructions for use in surrendering, in exchange for Merger consideration, the certificates that immediately prior declining to the Effective Time represented shares of Sagebrush Common Stock. Upon the surrender of such certificates, together with such letter of transmittal and such other documents as may reasonably be requested, WSMP shall promptly cause the Merger Consideration to be issued and delivered to the persons entitled therto. No dividend or other distribution payable following the Closing with respect to shares of WSMP Common Stock to be recieved as Merger Consideration shall be paid, and there shall be no right to vote such shares of WSMP Common Stock, until the Sagebrush shareholder has tendered the certificate or certificates representing shares of Sagebrush Common Stock to be exchanged for Merger Consideration, it being understood, however, that such tender when made shall relate back to the Effective Time for the purposes of any rights to receive dividends and other distributions with respect to WSMP Common Stock distributable to holders of record after the Effective Time. No interest will be paid or acccrued on the Merger Consideration upon the surrender of the certificate or certificates representing shares of Sagebrush Common Stock or on dividends or other distributions deferred as described in the immediately preceding sentence. With respect to any certificate for Sagebrush Common Stock that has been lost or destroyed, WSMP shall cause the Merger Consideration attributable to such certificate to be paid upon receipt of evidence and indemnity reasonably satisfactory to it of the shares represented therebymake an Ordinary Share Election.

Surrender and Payment. At (a) Prior to the Effective Time Time, Parent shall appoint (subject to the stock transfer books Company’s prior approval not to be unreasonably withheld or delayed) a commercial bank or trust company (the “Exchange Agent”) for the purpose of Sagebrush exchanging Certificates or Uncertificated Company Shares for the Merger Consideration or the consideration described in Section 3.05, as applicable. As of the Effective Time, Parent shall be closeddeposit with the Exchange Agent, and no transfer for the benefit of any share the holders of Sagebrush Company Shares (other than Company Excluded Shares), for exchange in accordance with this Section through the Exchange Agent, securities representing shares of Parent Common Stock theretofore issuable and payable pursuant to Section 3.01 or Section 3.05, as applicable, in exchange for outstanding shall thereafter Company Shares (other than Company Excluded Shares) in respect of the Stock Consideration to be made. As soon paid in the Merger or the consideration described in Section 3.05, as practicable applicable, the cash necessary to pay for the aggregate Cash Consideration to be paid pursuant to this Article 3 and, after the Effective Time, each holder of Sagebrush if applicable, any cash and dividends or other distribution with respect to the Parent Common Stock converted to be issued or to be paid pursuant to this Article 3 (together, the “Exchange Fund”). If a Dissenting Stockholder effectively withdraws its demand for, or loses its rights to, appraisal pursuant to Section 2.5(b)262 of the DGCL with respect to any Dissenting Shares, upon surrender, for cancellation, to an exchange agent designated by WSMP, subject to the approval of Sagebrush (such approval not to be withheld or delayed unreasonaly), prior to the Merger (the "Exchange Agent"), of one or more certificates previously representing Sagebrush Common Stock, will be entitled to receive (i) certificates representing Merger Consideration, as provided in Section 2.5(c), such shares of Company Common Stock shall cease to be Company Excluded Shares and (ii) a check Parent shall make available or cause to be made available to the Exchange Agent (A)(1) additional funds in an amount equal to the product of (x) the number of Dissenting Shares for which such Dissenting Stockholder has withdrawn its demand for, or lost its rights to, appraisal pursuant to Section 262 of the applicable cash amountDGCL and (y) the Cash Consideration and (2) additional shares of Parent Common Stock equal to the product of (x) the number of Dissenting Shares for which such Dissenting Stockholder has withdrawn its demand for, if anyor lost its rights to, appraisal pursuant to Section 262 of the DGCL and (y) the Stock Consideration or (B) additional shares of Parent Common Stock equal to the product of (x) the number of Dissenting Shares for which such Dissenting Stockholder has withdrawn its demand for, or lost its rights to, appraisal pursuant to Section 262 of the DGCL and (y) the consideration described in Section 3.05, as provided in Section 2.6, in each case in respect of the aggregate number of shares of Sagebrush Common Stock previously represented by the certificate or certificates surrendered and promptly canceled after receipt thereof by the Exchange Agentapplicable. As promptly as practicable Promptly after the Closing DateEffective Time (and in any event within three business days), WSMP Parent shall send, or shall cause the Exchange Agent to deliver or mail send, to each shareholder holder of Sagebrush Company Shares at the Effective Time a letter of transmittal and instructions (which shall specify that the delivery shall be effected, and risk of loss and title shall pass, only upon proper delivery of the Certificates or transfer of the Uncertificated Company Shares to the Exchange Agent) for use in surrendering, in exchange for Merger consideration, the certificates that immediately prior to the Effective Time represented shares of Sagebrush Common Stock. Upon the surrender of such certificates, together with such letter of transmittal and such other documents as may reasonably be requested, WSMP shall promptly cause the Merger Consideration to be issued and delivered to the persons entitled therto. No dividend or other distribution payable following the Closing with respect to shares of WSMP Common Stock to be recieved as Merger Consideration shall be paid, and there shall be no right to vote such shares of WSMP Common Stock, until the Sagebrush shareholder has tendered the certificate or certificates representing shares of Sagebrush Common Stock to be exchanged for Merger Consideration, it being understood, however, that such tender when made shall relate back to the Effective Time for the purposes of any rights to receive dividends and other distributions with respect to WSMP Common Stock distributable to holders of record after the Effective Time. No interest will be paid or acccrued on the Merger Consideration upon the surrender of the certificate or certificates representing shares of Sagebrush Common Stock or on dividends or other distributions deferred as described in the immediately preceding sentence. With respect to any certificate for Sagebrush Common Stock that has been lost or destroyed, WSMP shall cause the Merger Consideration attributable to such certificate to be paid upon receipt of evidence and indemnity reasonably satisfactory to it of the shares represented therebyexchange.

Surrender and Payment. At the Effective Time the stock transfer books of Sagebrush shall be closed, (a) On and no transfer of any share of Sagebrush Common Stock theretofore outstanding shall thereafter be made. As soon as practicable after the Effective Time, Sierra Acquisition will make available to the Exchange Agent, as needed to permit prompt payment of the Merger Consideration in accordance with this Agreement, the Merger Consideration to be exchanged for Company Common Shares in accordance with Section 1.02 (b). Promptly after the Effective Time, Sierra Acquisition will send, or will cause the Exchange Agent to send, to each holder of Sagebrush Company Common Stock Shares at the Effective Time a letter of transmittal for use in such exchange (which shall specify that the delivery shall be effected, and risk of loss shall pass, only upon proper delivery of the certificates representing Company Common Shares to the Exchange Agent). (b) Each holder of Company Common Shares that have been converted pursuant into the right to Section 2.5(b)receive in exchange for each Company Common Share the Merger Consideration, upon surrender, for cancellation, to an exchange agent designated by WSMP, subject surrender to the approval Exchange Agent of Sagebrush (a certificate or certificates representing such approval not to be withheld or delayed unreasonaly)Company Common Shares, prior to the Merger (the "Exchange Agent"), together with a properly completed letter of one or more certificates previously representing Sagebrush transmittal covering such Company Common StockShares, will be entitled immediately upon such surrender to receive (i) certificates representing the Merger Consideration, as provided in Section 2.5(c), and (ii) a check for the applicable cash amount, if any, as provided in Section 2.6, in each case Consideration payable in respect of such Company Common Shares; provided that the aggregate number Exchange Agent will withhold from payment all amounts required to be withheld by applicable law, including, without limitation, under the provisions of shares Code section 1445, unless the holder of Sagebrush Company Common Stock previously Shares makes applicable affidavits or certifications reasonably satisfactory to the Exchange Agent (based on instructions from Sierra Acquisition) that the Merger Consideration is not subject to withholding. Until so surrendered, each certificate representing Company Common Shares that have been converted into the right to receive in exchange for each Company Common Share the Merger Consideration shall, after the Effective Time, represent for all purposes, only the right to receive the Merger Consideration. (c) If any portion of the Merger Consideration is to be paid to a Person other than the registered holder of the Company Common Shares represented by the certificate or certificates surrendered in exchange therefor, it shall be a condition to such payment that the certificate or certificates so surrendered shall be properly endorsed or otherwise be in proper form for transfer and promptly canceled after receipt thereof by that the Exchange Agent. As promptly as practicable after the Closing Date, WSMP Person requesting such payment shall cause pay to the Exchange Agent any transfer or other taxes required as a result of such payment to deliver a Person other than the registered holder of such Company Common Shares or mail establish to each shareholder the satisfaction of Sagebrush a letter the Exchange Agent (based on instructions from Sierra Acquisition) that such tax has been paid or is not payable. (d) After the Effective Time, there shall be no further registration of transmittal transfers of Company Common Shares other than any such registration into the names of Sierra Acquisition or Holdings, and instructions other than registration of any subsequent transfers by Sierra Acquisition or Holdings. If, after the Effective Time, certificates representing Company Common Shares are presented to the Surviving Corporation (by any Person other than by Sierra Acquisition or Holdings or any subsequent transferee from Sierra Acquisition or Holdings), they shall be exchanged for use the consideration provided for, and in surrenderingaccordance with the procedures set forth, in exchange this Article 1 and the relevant certificates formerly representing Company Common Shares shall be delivered to Sierra Acquisition as provided in Section1.02(b). (e) Any Merger Consideration made available to the Exchange Agent pursuant to Section 1.03(a) that remains unclaimed by the holders of Company Common Shares one year after the Effective Time shall be returned to Sierra Acquisition, upon demand, and any such holders who have not exchanged their Company Common Shares for the Merger considerationConsideration in accordance with this Section prior to that time shall thereafter look only to Sierra Acquisition for payment of the Merger Consideration in respect of their Company Common Shares, subject to applicable abandoned property, escheat and other similar laws. Notwithstanding the foregoing, Sierra Acquisition shall not be liable to any former holder of Company Common Shares for any amount paid to a public official pursuant to applicable abandoned property, escheat or other similar laws. Any Merger Consideration remaining unclaimed by holders of Company Common Shares one day prior to such time as such amounts would otherwise escheat to or become property of any governmental entity shall, to the extent permitted by applicable law, become the property of Sierra Acquisition free and clear of any claims or interest of any Person previously entitled thereto. (f) Any Merger Consideration made available to the Exchange Agent pursuant to Section 1.03(a) to pay for Company Common Shares for which appraisal rights have been perfected shall be returned to Sierra Acquisition upon its demand. (g) Shell, Sierra Acquisition, Holdings, MergerSub and the Company, respectively, shall use all reasonable efforts to take all such action as may be necessary or appropriate in order to effectuate the Merger as promptly as possible, subject, in the case of the Company, to applicable fiduciary duties as provided in Section 5.03. If, at any time after the Effective Time, any further action is necessary or desirable to carry out the purposes of this Agreement and to vest the Surviving Corporation with full right, title and possession to all assets, property, rights, privileges, immunities, powers and franchises of either of the Company or MergerSub, the certificates that officers and directors of the Surviving Corporation are fully authorized in the name of either of the Company or the MergerSub or otherwise to take, and shall take, all such action. SECTION 1.04. Dissenting SharesNotwithstanding Section 1.02, Company Common Shares outstanding immediately prior to the Effective Time represented shares and held by a holder who has not voted in favor of Sagebrush Common Stock. Upon the surrender of such certificates, together with such letter of transmittal and such other documents as may reasonably be requested, WSMP shall promptly cause the Merger Consideration or consented thereto in writing and who has demanded appraisal for such Company Common Shares in accordance with Delaware Law ("DISSENTING SHARES") shall not be converted into a right to receive the Merger Consideration, unless such holder fails to perfect or withdraws or otherwise loses its right to appraisal or it is determined that such holder does not have appraisal rights in accordance with Delaware Law. If after the Effective Time such holder fails to perfect or withdraws or loses its right to appraisal, or if it is determined that such holder does not have an appraisal right, such Company Common Shares shall be issued treated as if they had been converted as of the Effective Time into a right to receive in exchange for each Company Common Share the Merger Consideration. The Company shall give Shell, Holdings and delivered Sierra Acquisition prompt notice of any demands received by the Company for appraisal of Company Common Shares, and Shell, Holdings and Sierra Acquisition shall have the right to the persons entitled therto. No dividend or other distribution payable following the Closing participate in all negotiations and proceedings with respect to shares such demands except as required by applicable law. The Company shall not, except with the prior written consent of WSMP Common Stock to be recieved as Merger Consideration shall be paidShell, Holdings and there shall be no right to vote such shares of WSMP Common StockSierra Acquisition, until the Sagebrush shareholder has tendered the certificate or certificates representing shares of Sagebrush Common Stock to be exchanged for Merger Consideration, it being understood, however, that such tender when made shall relate back to the Effective Time for the purposes of make any rights to receive dividends and other distributions payment with respect to, or settle or offer to WSMP Common Stock distributable to holders of record after the Effective Timesettle, any such demands. No interest will be paid or acccrued on the Merger Consideration upon the surrender of the certificate or certificates representing shares of Sagebrush Common Stock or on dividends or other distributions deferred as described in the immediately preceding sentence. With respect to any certificate for Sagebrush Common Stock that has been lost or destroyed, WSMP shall cause the Merger Consideration attributable to such certificate to be paid upon receipt of evidence and indemnity reasonably satisfactory to it of the shares represented therebySECTION 1.05.

Surrender and Payment. At (a) Following the Effective Time the stock transfer books of Sagebrush shall be closed, date hereof and no transfer of any share of Sagebrush Common Stock theretofore outstanding shall thereafter be made. As soon as practicable after prior to the Effective Time, each holder of Sagebrush Common Stock converted pursuant to Section 2.5(b)Parent shall, upon surrenderat Shift’s sole cost and expense, for cancellation, to appoint an exchange agent designated by WSMP, subject reasonably acceptable to the approval of Sagebrush (such approval not to be withheld or delayed unreasonaly), prior to the Merger Shift (the "“Exchange Agent")”) to act as the exchange agent in the Merger; provided, of one or more certificates previously representing Sagebrush Common Stockhowever, will be entitled to receive that Parent shall (i) certificates representing Merger Considerationafford Shift the opportunity to review any proposed Contract with the Exchange Agent prior to execution, as provided in Section 2.5(c), and shall accept Shift’s reasonable comments thereto; and (ii) not appoint an Exchange Agent prior to the Effective Time in such a check for manner that will result in costs or expenses to Shift to be paid by Shift prior to the applicable cash amount, if any, as provided Effective Time or in Section 2.6the event that the Merger Agreement is terminated, in each case in respect clause (ii), absent the consent of Shift. Promptly after the aggregate number appointment of shares of Sagebrush Common Stock previously represented by the certificate or certificates surrendered and promptly canceled after receipt thereof by the Exchange Agent. As promptly as practicable after the Closing Date, WSMP Parent shall cause the Exchange Agent to deliver or mail to each shareholder holder of Sagebrush record of Shift Shares entitled to receive Merger Consideration pursuant to Section 2.6, at Shift’s sole cost and expense, a letter of transmittal (which shall be in the form and substance reasonably acceptable to Shift) (a “Letter of Transmittal”) and instructions for use in surrenderingeffecting the surrender of the certificates evidencing such Shift Shares, in physical or electronic form, as the case may be (the “Certificates”) in exchange for the applicable portion of Merger considerationConsideration payable to such holder. The Exchange Agent shall (i) at or promptly following the Effective Time, issue to each holder of record of Shift Shares entitled to receive Merger Consideration pursuant to Section 2.6 that has delivered a Certificate (together with a Letter of Transmittal duly completed and validly executed in accordance with the instructions thereto and any other customary documents that the Exchange Agent may reasonably require in connection therewith) at least three (3) Business Days prior to the Closing Date, the certificates Merger Consideration with respect to such Certificate so surrendered and the Certificate shall forthwith be canceled; and (ii) following the Effective Time, with respect to any holder of record of Shift Shares entitled to receive Merger Consideration pursuant to Section 2.6 that immediately did not receive Merger Consideration pursuant to clause (i), no later than three (3) Business Days after receipt of a Certificate (together with a Letter of Transmittal duly completed and validly executed in accordance with the instructions thereto and any other customary documents that the Exchange Agent may reasonably require in connection therewith), issue to the holder of such Certificate the Merger Consideration with respect to such Certificate so surrendered and the Certificate shall forthwith be canceled. The Exchange Agent shall deliver the Merger Consideration issuable to each Stockholder electronically through book entry-delivery or, upon the written request of any Stockholder, in the form of an original stock certificate to the address set forth in such Stockholder’s Letter of Transmittal. Unless otherwise provided herein, no interest shall be paid or shall accrue on any Merger Consideration payable upon surrender of any Certificate. Until so surrendered, each outstanding Certificate that prior to the Effective Time represented shares of Sagebrush Common Stock. Upon the surrender of such certificatesShift Shares (other than Dissenting Shares, together with such letter of transmittal Treasury Shares and such other documents as may reasonably be requested, WSMP shall promptly cause the Merger Consideration Shift Shares canceled pursuant to be issued and delivered to the persons entitled therto. No dividend or other distribution payable following the Closing with respect to shares of WSMP Common Stock to be recieved as Merger Consideration Section 2.6(c) hereof) shall be paid, deemed from and there shall be no right to vote such shares of WSMP Common Stock, until the Sagebrush shareholder has tendered the certificate or certificates representing shares of Sagebrush Common Stock to be exchanged for Merger Consideration, it being understood, however, that such tender when made shall relate back to the Effective Time for the purposes of any rights to receive dividends and other distributions with respect to WSMP Common Stock distributable to holders of record after the Effective Time, for all purposes, to evidence the right to receive the portion of the Merger Consideration. No interest will If after the Effective Time, any Certificate is presented to the Exchange Agent, it shall be paid or acccrued on canceled and exchanged as provided in this Section 2.11(a). If any portion of the Merger Consideration upon the surrender of the certificate or certificates representing shares of Sagebrush Common Stock or on dividends or other distributions deferred as described in the immediately preceding sentence. With respect to any certificate for Sagebrush Common Stock that has been lost or destroyed, WSMP shall cause the Merger Consideration attributable to such certificate is to be paid upon receipt to a Person other than the Person in whose name the surrendered Certificate is registered, it shall be a condition to such payment that (i) such Certificate shall be properly endorsed or shall otherwise be in proper form for transfer, and (ii) the Person requesting such payment shall pay to the Exchange Agent any transfer or other Tax required as a result of evidence and indemnity reasonably satisfactory such payment to it a Person other than the registered holder of such Certificate or establish to the reasonable satisfaction of the shares represented therebyExchange Agent that such Tax has been paid or is not payable.

Surrender and Payment. At the Effective Time the stock transfer books of Sagebrush shall be closed, and no transfer of any share of Sagebrush Common Stock theretofore outstanding shall thereafter be made. As soon as practicable after (a) Prior to the Effective Time, each holder of Sagebrush Common Stock converted pursuant to Section 2.5(b), upon surrender, for cancellation, to Comcast shall appoint an exchange agent designated by WSMP, subject to the approval of Sagebrush (such approval not to be withheld or delayed unreasonaly), prior to the Merger (the "Exchange Agent")) for the purpose of (i) exchanging certificates representing shares of MediaOne Common Stock (the "Common Certificates") for the Common Stock Consideration, (ii) exchanging certificates representing shares of one or more MediaOne Series C Preferred Stock (the "Series C Certificates") for the Series C Consideration, (iii) exchanging certificates previously representing Sagebrush shares of MediaOne Series D Preferred Stock (the "Series D Certificates") for the Series D Consideration and (iv) exchanging certificates representing shares of MediaOne Series E Preferred Stock (the "Series E Certificates", and together with the Common Certificates, the Series C Certificates and the Series D Certificates, the "Certificates") for the Series E Consideration. At the Effective Time, Comcast will make available to the Exchange Agent, as needed, (i) the Common Stock Consideration to be paid in respect of shares of MediaOne Common Stock, will (ii) the Series C Consideration to be entitled paid in respect of shares of MediaOne Series C Preferred Stock, (iii) the Series D Consideration to receive be paid in respect of shares of MediaOne Series D Preferred Stock, (iv) the Series E Consideration to be paid in respect of shares of MediaOne Series E Preferred Stock and (v) cash in an amount required to be paid pursuant to Section 3.2(f). The Common Stock Consideration, Series C Consideration, Series D Consideration, Series E Consideration and cash referred to in items (i) certificates representing Merger Consideration, through (v) are referred to herein as provided in Section 2.5(c), and (ii) a check for the applicable cash amount, if any, as provided in Section 2.6, in each case in respect of the aggregate number of shares of Sagebrush Common Stock previously represented by the certificate or certificates surrendered and promptly canceled after receipt thereof by the "Exchange AgentFund". As promptly as practicable Promptly after the Closing DateEffective Time, WSMP shall Comcast will send, or will cause the Exchange Agent to deliver or mail send, to each shareholder holder of Sagebrush shares of MediaOne Common Stock, MediaOne Series C Preferred Stock, MediaOne Series D Preferred Stock or MediaOne Series E Preferred Stock at the Effective Time, a letter of transmittal and instructions (which shall specify that the delivery shall be effected, and risk of loss and title shall pass, only upon proper delivery of the Certificates to the Exchange Agent) for use in surrendering, in exchange for Merger consideration, the certificates that immediately prior to the Effective Time represented shares of Sagebrush Common Stock. Upon the surrender of such certificates, together with such letter of transmittal and such other documents as may reasonably be requested, WSMP shall promptly cause the Merger Consideration to be issued and delivered to the persons entitled therto. No dividend or other distribution payable following the Closing with respect to shares of WSMP Common Stock to be recieved as Merger Consideration shall be paid, and there shall be no right to vote such shares of WSMP Common Stock, until the Sagebrush shareholder has tendered the certificate or certificates representing shares of Sagebrush Common Stock to be exchanged for Merger Consideration, it being understood, however, that such tender when made shall relate back to the Effective Time for the purposes of any rights to receive dividends and other distributions with respect to WSMP Common Stock distributable to holders of record after the Effective Time. No interest will be paid or acccrued on the Merger Consideration upon the surrender of the certificate or certificates representing shares of Sagebrush Common Stock or on dividends or other distributions deferred as described in the immediately preceding sentence. With respect to any certificate for Sagebrush Common Stock that has been lost or destroyed, WSMP shall cause the Merger Consideration attributable to such certificate to be paid upon receipt of evidence and indemnity reasonably satisfactory to it of the shares represented therebyexchange.

Surrender and Payment. At (a) Prior to the Effective Time the stock transfer books of Sagebrush shall be closed, and no transfer of any share of Sagebrush Common Stock theretofore outstanding shall thereafter be made. As soon as practicable after the Merger Effective Time, Parent shall appoint a commercial bank or trust company reasonably acceptable to the Company (the “Exchange Agent”) and enter into an exchange agent agreement with the Exchange Agent reasonably acceptable to the Company (the “Exchange Agent Agreement”) for the purpose of exchanging (i) Certificates or (ii) Uncertificated Shares for the Merger Consideration payable in respect of the shares of Company Common Stock. As of the Merger Effective Time, Parent shall deposit with the Exchange Agent, for the benefit of the holders of shares of Company Common Stock, for exchange in accordance with this Section 2.04 through the Exchange Agent, (x) certificates (or evidence of shares in book-entry form) representing the shares of Parent Common Stock issuable pursuant to Section 2.03(a) in exchange for outstanding shares of Company Common Stock, (y) cash sufficient to pay the aggregate Cash Consideration payable pursuant to Section 2.03(a) and (z) New CVR Certificates representing the New CVRs issuable pursuant to Section 2.03(a) and the New CVR Agreement. Parent agrees to make available, directly or indirectly, to the Exchange Agent from time to time as needed additional cash sufficient to pay any dividends or other distributions to which such holders are entitled pursuant to Section 2.04(f) and cash in lieu of any fractional share of Parent Common Stock to which such holder is entitled pursuant to Section 2.08. Promptly after the Merger Effective Time (and in no event more than two (2) Business Days following the Closing Date), Parent shall send, or shall cause the Exchange Agent to send, to each holder of Sagebrush shares of Company Common Stock converted pursuant to Section 2.5(b), upon surrender, for cancellation, to an exchange agent designated by WSMP, subject at the Merger Effective Time a letter of transmittal and instructions (which shall be in a form reasonably acceptable to the approval of Sagebrush (such approval not to be withheld or delayed unreasonaly), Company and substantially finalized prior to the Merger (the "Exchange Agent"), of one or more certificates previously representing Sagebrush Common Stock, will Effective Time and which shall specify that delivery shall be entitled to receive (i) certificates representing Merger Consideration, as provided in Section 2.5(c)effected, and (ii) a check for the applicable cash amountrisk of loss and title shall pass, if any, as provided in Section 2.6, in each case in respect only upon proper delivery of the aggregate number Certificates or transfer of shares of Sagebrush Common Stock previously represented by the certificate or certificates surrendered and promptly canceled after receipt thereof by Uncertificated Shares to the Exchange Agent) for use in such exchange. As promptly All certificates (or evidence of shares in book-entry form) representing shares of Parent Common Stock and New CVR Certificates and cash deposited with the Exchange Agent pursuant to this Section 2.04 shall be referred to in this Agreement as practicable after the Closing Date, WSMP “Exchange Fund”. Parent shall cause the Exchange Agent to deliver the Merger Consideration contemplated to be issued or mail paid pursuant to each shareholder this Article II out of Sagebrush a letter the Exchange Fund. The Exchange Fund shall not be used for any other purpose. The Exchange Agent shall invest any cash included in the Exchange Fund as directed by Parent; provided that such cash shall only be invested in the manner provided in the Exchange Agent Agreement; and provided, further, that no such investment or losses thereon shall affect the Merger Consideration payable to holders of transmittal and instructions for use Company Common Stock entitled to receive such consideration or cash in surrenderinglieu of fractional interests; provided, in exchange for Merger considerationfurther, the certificates that immediately prior to the Effective Time represented shares of Sagebrush Common Stock. Upon extent necessary to pay the surrender of such certificatesMerger Consideration, together with such letter of transmittal and such other documents as may reasonably be requested, WSMP Parent shall promptly cause the Merger Consideration to be issued and delivered provided additional funds to the persons entitled therto. No dividend or other distribution payable following Exchange Agent for the Closing with respect to shares benefit of WSMP holders of Company Common Stock entitled to be recieved as Merger Consideration receive such consideration in the amount of any such losses. Any interest and other income resulting from such investments shall be paidthe property of, and there shall be no right to vote such shares of WSMP Common Stockpaid to, until the Sagebrush shareholder has tendered the certificate or certificates representing shares of Sagebrush Common Stock to be exchanged for Merger Consideration, it being understood, however, that such tender when made shall relate back to the Effective Time for the purposes of any rights to receive dividends and other distributions with respect to WSMP Common Stock distributable to holders of record after the Effective Time. No interest will be paid or acccrued on the Merger Consideration Parent upon the surrender termination of the certificate or certificates representing shares of Sagebrush Common Stock or on dividends or other distributions deferred as described in the immediately preceding sentenceExchange Fund. With respect to any certificate for Sagebrush Common Stock that has been lost or destroyed, WSMP shall cause the Merger Consideration attributable to such certificate to be paid upon receipt of evidence and indemnity reasonably satisfactory to it of the shares represented thereby.21

Surrender and Payment. (a) Prior to the Effective Time, Comcast shall appoint an agent (the "EXCHANGE AGENT") for the purpose of (i) exchanging certificates representing shares of MediaOne Common Stock (the "COMMON CERTIFICATES") for the Common Stock Consideration, (ii) exchanging certificates representing shares of MediaOne Series C Preferred Stock (the "SERIES C CERTIFICATES") for the Series C Consideration, (iii) exchanging certificates representing shares of MediaOne Series D Preferred Stock (the "SERIES D CERTIFICATES") for the Series D Consideration and (iv) exchanging certificates representing shares of MediaOne Series E Preferred Stock (the "SERIES E CERTIFICATES", and together with the Common Certificates, the Series C Certificates and the Series D Certificates, the "CERTIFICATES") for the Series E Consideration. At the Effective Time Time, Comcast will make available to the stock transfer books of Sagebrush shall be closedExchange Agent, and no transfer of any share of Sagebrush as needed, (i) the Common Stock theretofore outstanding shall thereafter Consideration to be madepaid in respect of shares of MediaOne Common Stock, (ii) the Series C Consideration to be paid in respect of shares of MediaOne Series C Preferred Stock, (iii) the Series D Consideration to be paid in respect of shares of MediaOne Series D Preferred Stock, (iv) the Series E Consideration to be paid in respect of shares of MediaOne Series E Preferred Stock and (v) cash in an amount required to be paid pursuant to Section 3.02(f). As soon The Common Stock Consideration, Series C Consideration, Series D Consideration, Series E Consideration and cash referred to in items (i) through (v) are referred to herein as practicable the "EXCHANGE FUND". Promptly after the Effective Time, each holder of Sagebrush Common Stock converted pursuant to Section 2.5(b)Comcast will send, upon surrender, for cancellation, to an exchange agent designated by WSMP, subject to the approval of Sagebrush (such approval not to be withheld or delayed unreasonaly), prior to the Merger (the "Exchange Agent"), of one or more certificates previously representing Sagebrush Common Stock, will be entitled to receive (i) certificates representing Merger Consideration, as provided in Section 2.5(c), and (ii) a check for the applicable cash amount, if any, as provided in Section 2.6, in each case in respect of the aggregate number of shares of Sagebrush Common Stock previously represented by the certificate or certificates surrendered and promptly canceled after receipt thereof by the Exchange Agent. As promptly as practicable after the Closing Date, WSMP shall cause the Exchange Agent to deliver or mail send, to each shareholder holder of Sagebrush shares of MediaOne Common Stock, MediaOne Series C Preferred Stock, MediaOne Series D Preferred Stock or MediaOne Series E Preferred Stock at the Effective Time, a letter of transmittal and instructions (which shall specify that the delivery shall be effected, and risk of loss and title shall pass, only upon proper delivery of the Certificates to the Exchange Agent) for use in surrendering, in exchange for Merger consideration, the certificates that immediately prior to the Effective Time represented shares of Sagebrush Common Stock. Upon the surrender of such certificates, together with such letter of transmittal and such other documents as may reasonably be requested, WSMP shall promptly cause the Merger Consideration to be issued and delivered to the persons entitled therto. No dividend or other distribution payable following the Closing with respect to shares of WSMP Common Stock to be recieved as Merger Consideration shall be paid, and there shall be no right to vote such shares of WSMP Common Stock, until the Sagebrush shareholder has tendered the certificate or certificates representing shares of Sagebrush Common Stock to be exchanged for Merger Consideration, it being understood, however, that such tender when made shall relate back to the Effective Time for the purposes of any rights to receive dividends and other distributions with respect to WSMP Common Stock distributable to holders of record after the Effective Time. No interest will be paid or acccrued on the Merger Consideration upon the surrender of the certificate or certificates representing shares of Sagebrush Common Stock or on dividends or other distributions deferred as described in the immediately preceding sentence. With respect to any certificate for Sagebrush Common Stock that has been lost or destroyed, WSMP shall cause the Merger Consideration attributable to such certificate to be paid upon receipt of evidence and indemnity reasonably satisfactory to it of the shares represented therebyexchange.

Surrender and Payment. At the Effective Time the stock transfer books of Sagebrush shall be closed, and no transfer of any share of Sagebrush Common Stock theretofore outstanding shall thereafter be made. As soon as practicable after the Effective Time, each holder of Sagebrush Common Stock converted pursuant (a) Prior to Section 2.5(b), upon surrender, for cancellation, to an exchange agent designated by WSMP, subject to the approval of Sagebrush (such approval not to be withheld or delayed unreasonaly), prior to the Merger (the "Exchange Agent"), of one or more certificates previously representing Sagebrush Common Stock, will be entitled to receive (i) certificates representing Merger Consideration, as provided in Section 2.5(c), and (ii) a check for the applicable cash amount, if any, as provided in Section 2.6, in each case in respect of the aggregate number of shares of Sagebrush Common Stock previously represented by the certificate or certificates surrendered and promptly canceled after receipt thereof by the Exchange Agent. As promptly as practicable after the Closing Date, WSMP Acquiror shall, at its sole cost and expense, appoint an exchange agent reasonably acceptable to the Company (the “Exchange Agent”) to act as the exchange agent in the First Merger; provided, however, that Acquiror shall afford the Company the opportunity to review any proposed Contract with the Exchange Agent prior to execution, and shall accept the Company’s reasonable comments thereto. Prior to the Closing Date, Acquiror shall cause the Exchange Agent to deliver or mail to each shareholder holder of Sagebrush record of Company Stock entitled to receive a portion of the Total Consideration pursuant to Section 3.01, a letter of transmittal in the form attached hereto as Exhibit D (a “Letter of Transmittal”) and instructions for use in surrenderingeffecting the surrender of the certificates evidencing such Company Stock, in physical or electronic form, as the case may be (the “Certificates”), to the extent any such Company Stock is represented by a Certificate, in exchange for Merger considerationthe right to receive the applicable portion of Total Consideration payable to such holder. The Exchange Agent shall (A) on the Closing Date, issue to each holder of record of Company Stock entitled to receive a portion of the Total Consideration pursuant to Section 3.01 that has delivered a Certificate (only to the extent such Company Stock is represented by a Certificate) (together with a Letter of Transmittal duly completed and validly executed in accordance with the instructions thereto and customary tax forms that the Exchange Agent may reasonably require in connection therewith) at least three (3) Business Days prior to the Closing Date, the certificates portion of the Total Consideration with respect to such Certificate (or any Company Stock not represented by a Certificate) so surrendered and the Certificate shall forthwith be canceled; and (B) following the Effective Time, with respect to any holder of record of Company Stock entitled to receive a portion of the Total Consideration pursuant to Section 3.01 that immediately did not receive such portion of the Total Consideration pursuant to the preceding clause (A), no later than three (3) Business Days after receipt of a Certificate (only to the extent such Company Stock is represented by a Certificate) (together with a Letter of Transmittal duly completed and validly executed in accordance with the instructions thereto and any customary tax forms that the Exchange Agent may reasonably require in connection therewith), issue to the holder of such Certificate (or any Company Stock not represented by a Certificate) the portion of the Total Consideration with respect to such Certificate (or any Company Stock not represented by a Certificate) so surrendered and the Certificate shall forthwith be canceled. The Exchange Agent shall deliver the portion of the Total Consideration into which such Company Common Shares and Company Preferred Shares, as applicable, have been converted pursuant to Section 3.01(a) (after giving effect to Section 3.01(d)) in accordance with the Ownership Allocation as set forth in the Spreadsheet, electronically through book entry-delivery. Unless otherwise provided herein, no interest shall be paid or shall accrue on any portion of the Total Consideration payable upon surrender of any Certificate (or any Company Stock not represented by a Certificate). Until so surrendered, each outstanding Certificate (or any Company Stock not represented by a Certificate) that prior to the Effective Time represented shares of Sagebrush Common Stock. Upon Company Stock (other than for the surrender of such certificates, together with such letter of transmittal and such other documents as may reasonably be requested, WSMP shall promptly cause the Merger Consideration shares to be issued canceled pursuant to Section 3.01(d) and delivered Dissenting Shares and subject to the persons entitled therto. No dividend or other distribution payable following the Closing with respect to shares of WSMP Common Stock to be recieved as Merger Consideration Section 3.09) shall be paid, deemed from and there shall be no right to vote such shares of WSMP Common Stock, until the Sagebrush shareholder has tendered the certificate or certificates representing shares of Sagebrush Common Stock to be exchanged for Merger Consideration, it being understood, however, that such tender when made shall relate back to the Effective Time for the purposes of any rights to receive dividends and other distributions with respect to WSMP Common Stock distributable to holders of record after the Effective Time. No interest will be paid or acccrued on , for all purposes, to evidence only the Merger Consideration upon right to receive the surrender portion of the certificate Total Consideration. If after the Effective Time, any Certificate (or certificates representing shares of Sagebrush Common any Company Stock or on dividends or other distributions deferred not represented by a Certificate) is presented to the Exchange Agent, it shall be canceled and exchanged as described provided in the immediately preceding sentence. With respect to any certificate for Sagebrush Common Stock that has been lost or destroyed, WSMP shall cause the Merger Consideration attributable to such certificate to be paid upon receipt of evidence and indemnity reasonably satisfactory to it of the shares represented therebythis Section 3.04(a).