Common use of Exchange Procedure Clause in Contracts

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

Exchange Procedure. As soon as reasonably practicable after the ------------------ Effective Time, the Paying Agent shall mail to each holder of record (other than the Company or any Subsidiary, or Parent or Purchaser or any other direct or indirect subsidiary of Parent) of a certificate or certificates that which immediately prior to the Effective Time represented shares of the Company Merger Common Stock (the “"Certificates”"), (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Paying Agent and shall be in a form and have such other provisions as Parent may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the Merger Consideration. Upon surrender of a Certificate for cancellation to the Paying Agent or to such other agent or agents as may be appointed by Parent, together with such letter of transmittal, duly executed, and such other documents as may reasonably be required by the Paying Agent, the holder of such Certificate shall be entitled to receive in exchange therefor the number Merger Consideration payable in respect of shares of Parent Common Stock into which the shares of the Company Merger Common Stock theretofore represented by such Certificate shall have been convertedCertificate, pursuant to Section 2.1 and the Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of shares of the Company Merger Common Stock that is not registered in the transfer records of the Company, payment may be made to a Person person other than the Person person in whose name the Certificate so surrendered is registered, if such Certificate shall be properly endorsed or otherwise be in proper form for transfer and the Person person requesting such payment shall pay any transfer or other taxes required by reason of the payment to a Person person other than the registered holder of such Certificate or establish to the satisfaction of the Surviving Corporation that such tax has been paid or is not applicable. Until surrendered as contemplated by this Section 2.23.2, each Certificate (other than Certificates representing shares of Common Stock owned by Parent or Purchaser or any other direct or indirect subsidiary of Parent, held in the treasury of the Company, owned by any Subsidiary or any Dissenting Shares) shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration, without interest, which Consideration in respect of the shares of the Company Merger Common Stock theretofore represented by such Certificate shall have been entitled to receive pursuant to Section 2.1Certificate. No interest will be paid or will accrue on the cash payable upon the surrender of any Certificate.

Exchange Procedure. As soon as reasonably practicable after the Effective TimeTime of the Merger, the Paying Exchange Agent shall mail to each holder of record of a certificate or certificates that immediately prior to the Effective Time of the Merger represented shares outstanding Company Shares (the "Certificates"), other than the Company, EVI and any wholly owned subsidiary of the Company Merger Stock (the “Certificates”)or EVI, (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Paying Exchange Agent and shall be in a form and have such other provisions as Parent EVI may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the Merger Considerationcertificates representing the EVI Common Stock and any cash in lieu of a fractional share of EVI Common Stock. Upon surrender of a Certificate for cancellation to the Paying Exchange Agent or to such other agent or agents as may be appointed by Parentthe Surviving Corporation, together with such letter of transmittal, duly executed, and such other documents as may reasonably be required by the Paying Exchange Agent, the holder of such Certificate shall be entitled to receive in exchange therefor a certificate or certificates representing the number of whole shares of Parent EVI Common Stock into which the shares of the Company Merger Stock Shares theretofore represented by such Certificate shall have been converted, converted pursuant to Section 2.1 and any cash payable in lieu of a fractional share of EVI Common Stock, and the Certificate so surrendered shall forthwith be canceled. In If the event of a transfer of ownership of shares of the Company Merger EVI Common Stock that is not registered in the transfer records of the Company, payment may are to be made issued to a Person other than the Person in whose name the Certificate so surrendered is registered, if it shall be a condition of exchange that such Certificate shall be properly endorsed or otherwise be in proper form for transfer and that the Person requesting such payment exchange shall pay any transfer or other taxes required by reason of the payment exchange to a Person other than the registered holder of such Certificate or establish to the reasonable satisfaction of the Surviving Corporation that such tax has been paid or is not applicable. Until surrendered as contemplated by this Section 2.2, each Certificate shall be deemed at any time after the Effective Time of the Merger to represent only the right to receive receive, upon surrender of such surrender Certificate, the Merger Considerationnumber of shares of EVI Common Stock and cash, without interestif any, in lieu of a fractional share of EVI Common Stock into which the shares of the Company Merger Stock Shares theretofore represented by such Certificate shall have been converted pursuant to Section 2.1. The Exchange Agent shall not be entitled to vote or exercise any rights of ownership with respect to the EVI Common Stock held by it from time to time hereunder, except that it shall receive pursuant to Section 2.1and hold all dividends or other distributions paid or distributed with respect thereto for the account of Persons entitled thereto.

Exchange Procedure. As soon as reasonably practicable after the Effective Time, the Paying Agent shall mail to each holder of record of a certificate or certificates that which immediately prior to the Effective Time represented outstanding shares of the Company Merger Common Stock (the “"Certificates”)") whose shares were converted into the right to receive the Merger Consideration pursuant to Section 3.1, (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Paying Agent and shall be in a form and have such other provisions as Parent may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the Merger Consideration. Upon surrender of a Certificate for cancellation to the Paying Agent or to such other agent or agents as may be appointed by ParentAgent, together with such letter of transmittal, duly executed, and such other documents as may reasonably be required by the Paying Agent, the holder of such Certificate shall be entitled to receive in exchange therefor the number of shares of Parent Common Stock Merger Consideration into which the shares of the Company Merger Common Stock theretofore represented by such Certificate shall have been converted, converted pursuant to Section 2.1 3.1, and the Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of shares of the Company Merger Common Stock that which is not registered in the transfer records of the Company, payment may be made to a Person person other than the Person person in whose name the Certificate so surrendered is registered, if such Certificate shall be properly endorsed or otherwise be in proper form for transfer and the Person person requesting such payment shall pay any transfer or other taxes required by reason of the payment to a Person person other than the registered holder of such Certificate or establish to the satisfaction of the Surviving Corporation that such tax has been paid or is not applicable. Until surrendered as contemplated by this Section 2.2At any time after the Effective Time, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Considerationreceive, without interest, upon surrender the Merger Consideration into which the shares of the Company Merger Common Stock theretofore represented by such Certificate shall have been entitled to receive converted pursuant to Section 2.13.1.

Exchange Procedure. As soon as reasonably practicable after the Effective Time, the Paying Agent shall mail to each holder of record of a certificate or certificates that immediately prior to the Effective Time represented shares of the Company Merger Stock Shares (the “"Certificates”"), (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Paying Agent and shall be in a form and have such other provisions as Parent may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the Merger Consideration. Upon surrender of a Certificate for cancellation cancelation to the Paying Agent or to such other agent or agents as may be appointed by Parent, together with such letter of transmittal, duly executed, and such other documents as may reasonably be required by the Paying Agent, the holder of such Certificate shall be entitled to receive in exchange therefor therefor, and the number Paying Agent shall pay pursuant to irrevocable instructions given by Sub or Parent, the amount of shares of Parent Common Stock cash into which the shares of the Company Merger Stock Shares theretofore represented by such Certificate shall have been converted, converted pursuant to Section 2.1 3.01, and the Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of shares of the Company Merger Stock Shares that is not registered in the transfer records of the Company, payment may be made to a Person person other than the Person person in whose name the Certificate so surrendered is registered, if such Certificate shall be properly endorsed or otherwise be in proper form for transfer and the Person person requesting such payment shall pay any transfer or other taxes required by reason of the payment to a Person person other than the registered holder of such Certificate or establish to the satisfaction of the Surviving Corporation that such tax has been paid or is not applicable. Until surrendered as contemplated by this Section 2.23.02, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Considerationamount of cash, without interest, into which the shares of the Company Merger Stock Shares theretofore represented by such Certificate shall have been entitled to receive converted pursuant to Section 2.13.01. No interest will be paid or will accrue on the cash payable upon the surrender of any Certificate.

Exchange Procedure. As soon as reasonably practicable after following the Effective Timedate of this Agreement and in any event not less than 15 days before the Closing Date, Parent shall cause the Paying Agent shall mail to each holder make available upon request a form of record of a certificate or certificates that immediately prior to the Effective Time represented shares of the Company Merger Stock (the “Certificates”), (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates held by such Person shall pass, only upon proper delivery of the Certificates to the Paying Agent and shall be in a form as Parent may reasonably specifyAgent) and (ii) instructions for use in effecting the surrender upon or after the Effective Time of the Certificates a Certificate in exchange for the Merger ConsiderationConsideration or the Preferred Merger Consideration with respect to each Share or Preferred Share formerly represented by such Certificate. Upon surrender As soon as reasonably practicable after the Effective Time, Parent shall, or shall cause the Surviving Corporation to, cause the Paying Agent to mail to each record holder, as of the Effective Time, of an outstanding Certificate, who has not previously submitted a Certificate for cancellation duly executed letter of transmittal, such form of letter of transmittal and instructions. If a holder surrenders to the Paying Agent or to such other agent or agents as may be appointed by Parenta Certificate, together with such letter of transmittal, transmittal duly executed, at least two Business Days prior to the Closing Date and such other documents holder is the record holder, as may reasonably be required by of the Paying AgentClosing Date, then the holder of such Certificate shall be entitled to receive paid on the Closing Date in exchange therefor cash in an amount equal to: (i) in the case of Certificates for Shares, the product of the number of shares of Parent Common Stock into which the shares of the Company Merger Stock theretofore Shares represented by such Certificate shall have been convertedmultiplied by the Merger Consideration (subject to any applicable withholding tax as specified in Section 2.03(e)), pursuant or (ii) in the case of Certificates for Preferred Shares, the product of the number of Preferred Shares represented by such Certificate multiplied by the Preferred Merger Consideration (subject to any applicable withholding tax as specified in Section 2.1 2.03(e)), and the such Certificate so surrendered shall forthwith be canceled. In If a holder surrenders to the event Paying Agent a Certificate, together with such letter of a transfer of ownership of shares transmittal duly executed, any time after two Business Days prior the Closing Date, and such holder is the record holder, as of the Company Merger Stock that is not registered Closing Date, then the holder of such Certificate shall be paid as soon as reasonably practicable in accordance with the transfer records immediately preceding sentence, and such Certificate shall forthwith be canceled. No interest will be paid or accrued on the cash payable upon the surrender of the Company, Certificates. If payment may is to be made to a Person other than the Person in whose name the Certificate so surrendered is registered, if such it shall be a condition of payment that the Certificate so surrendered shall be properly endorsed or otherwise be in proper form for transfer and that the Person requesting such payment shall pay any transfer or other taxes required by reason of the payment to a Person other than the registered holder of such the Certificate surrendered or establish to the satisfaction of the Surviving Corporation that such tax has been paid or is not applicable. Until surrendered as contemplated by this Section 2.2, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration, without interest, which the shares of the Company Merger Stock theretofore represented by such Certificate shall have been entitled to receive pursuant to Section 2.1.

Exchange Procedure. As soon as reasonably practicable after the Effective Time, Parent shall cause the Paying Exchange Agent shall to mail to each holder of record of a certificate or certificates that immediately prior to the Effective Time represented Certificate whose shares of Company Common Stock were converted into the Company right to receive the Merger Stock (the “Certificates”Consideration pursuant to Section 2.01(c), (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates held by such person shall pass, only upon proper delivery of the Certificates to the Paying Exchange Agent and shall be in a such form and have such other reasonable and customary provisions as Parent may reasonably specify) and (ii) instructions for use in effecting the surrender of surrendering the Certificates in exchange for (A) the Merger Consideration, (B) any dividends or other distributions to which holders of Certificates are entitled pursuant to Section 2.02(c) and (C) cash in lieu of any fractional shares of Parent Common Stock to which such holders are entitled pursuant to Section 2.02(e). Upon surrender of a Certificate for cancellation cancelation to the Paying Agent or to such other agent or agents as may be appointed by ParentExchange Agent, together with such letter of transmittal, duly completed and validly executed, and such other documents as may reasonably be required by the Paying Exchange Agent, the holder of such Certificate shall be entitled to receive in exchange therefor the (x) certificates representing that number of whole shares of Parent Common Stock which such holder has the right to receive pursuant to the provisions of this Article II after taking into which account all the shares of the Company Merger Common Stock theretofore represented then held by such Certificate shall have been convertedholder under all such Certificates so surrendered, (y) any dividends or other distributions to which such holder is entitled pursuant to Section 2.1 2.02(c) and (z) cash in lieu of fractional shares of Parent Common Stock to which such holder is entitled pursuant to Section 2.02(e), and the Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of shares of the Company Merger Common Stock that is not registered in the transfer records of the Company, payment a certificate representing the proper number of shares of Parent Common Stock may be made issued to a Person person other than the Person person in whose name the Certificate so surrendered is registered, registered if such Certificate shall be properly endorsed or otherwise be in proper form for transfer and the Person person requesting such payment issuance shall pay any transfer or other taxes required by reason of the payment issuance of shares of Parent Common Stock to a Person person other than the registered holder of such Certificate or establish to the reasonable satisfaction of the Surviving Corporation Parent that such tax has been paid or is not applicable. Until surrendered as contemplated by this Section 2.22.02(b), each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration, without interest, which Consideration that the shares of holder thereof has the Company Merger Stock theretofore represented by such Certificate shall have been entitled right to receive pursuant to the provisions of this Article II, any dividends or distributions to which the holder of such Certificate is entitled under Section 2.12.02(c) and any cash in lieu of any fractional share of Parent Common Stock to which the holder of such Certificate is entitled under Section 2.02(e). No interest shall be paid or shall accrue on any cash payable upon surrender of any Certificate.

Exchange Procedure. As soon as reasonably practicable after the Effective Time, the Paying Agent shall mail to each holder of record of a certificate or certificates that immediately prior to the Effective Time represented shares of the Company Merger Stock Shares (the “"Certificates”"), (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Paying Agent and shall be in a form and have such other provisions as Parent may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the Merger Consideration. Upon surrender of a Certificate for cancellation to the Paying Agent or to such other agent or agents as may be appointed by Parent, together with such letter of transmittal, duly executed, and such other documents as may reasonably be required by the Paying Agent, the holder of such Certificate shall be entitled to receive in exchange therefor the number amount of shares of Parent Common Stock cash into which the shares of the Company Merger Stock Shares theretofore represented by such Certificate shall have been converted, converted pursuant to Section 2.1 2.5, and the Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of shares of the Company Merger Stock Shares that is not registered in the transfer records of the Company, payment may be made to a Person person other than the Person person in whose name the Certificate so surrendered is registered, if such Certificate shall be properly endorsed or otherwise be in proper form for transfer and the Person person requesting such payment shall pay any transfer or other taxes required by reason of the payment to a Person person other than the registered holder of such Certificate or establish to the satisfaction of the Surviving Corporation that such tax has been paid or is not applicable. Until surrendered as contemplated by this Section 2.22.6, each Certificate (other than Certificates representing Dissenting Shares) shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Considerationamount of cash, without interest, into which the shares of the Company Merger Stock Shares theretofore represented by such Certificate shall have been entitled to receive converted pursuant to Section 2.12.5. No interest will be paid or will accrue on the cash payable upon the surrender of any Certificate. Parent or the Paying Agent shall be entitled to deduct and withhold from the consideration otherwise payable pursuant to this Agreement to any holder of Shares such amounts as Parent or the Paying Agent is required to deduct and withhold with respect to the making of such payment under the Code (as hereinafter defined) or under any provisions of state, local or foreign tax law. To the extent that amounts are so withheld by Parent or the Paying Agent, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the person in respect of which such deduction or withholding was made by the Parent or the Paying Agent.

Exchange Procedure. As soon as reasonably practicable after ------------------- the Effective Time, the Paying Agent shall mail to each holder of record of a certificate or certificates that immediately prior to the Effective Time represented shares of the Company Merger Stock Shares or Class B Shares (the “"Certificates”"), (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Paying Agent and shall be in a form and have such other provisions as Parent may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the Merger Consideration. Upon surrender of a Certificate for cancellation cancelation to the Paying Agent or to such other agent or agents as may be appointed by Parent, together with such letter of transmittal, duly executed, and such other documents as may reasonably be required by the Paying Agent, the holder of such Certificate shall be entitled to receive in exchange therefor the number amount of shares of Parent Common Stock cash into which the shares of the Company Merger Stock Shares or Class B Shares theretofore represented by such Certificate shall have been converted, converted pursuant to Section 2.1 3.01, and the Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of shares of the Company Merger Stock Shares or Class B Shares that is not registered in the transfer records of the Company, payment may be made to a Person person other than the Person person in whose name the Certificate so surrendered is registered, if such Certificate shall be properly endorsed or otherwise be in proper form for transfer and the Person person requesting such payment shall pay any transfer or other taxes required by reason of the payment to a Person person other than the registered holder of such Certificate or establish to the satisfaction of the Surviving Corporation that such tax has been paid or is not applicable. Until surrendered as contemplated by this Section 2.23.02, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Considerationamount of cash, without interest, into which the shares of the Company Merger Stock Shares or Class B Shares theretofore represented by such Certificate shall have been entitled to receive converted pursuant to Section 2.13.01. No interest will be paid or will accrue on the cash payable upon the surrender of any Certificate.

Exchange Procedure. As soon as reasonably practicable after the Effective Time, but in any event, not later than the fifth (5th) Business Day following the Effective Time, the Paying Agent shall mail to each holder of record of a certificate or certificates that immediately prior to the Effective Time represented shares of the Company Merger Stock (the “Certificates”), Certificate (i) a letter Letter of transmittal Transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates Certificate shall pass, only upon delivery of the Certificates Certificate to the Paying Agent and shall be in a such form and have such other provisions as Parent may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates Certificate in exchange for the Merger Consideration. Upon surrender of a Certificate for cancellation to the Paying Agent or to such other agent or agents as may be appointed by Parent, together with such letter Letter of transmittalTransmittal, duly completed and properly executed, and such other documents as may reasonably be required by the Paying Agent, the holder of such Certificate shall be entitled to receive in exchange therefor the number amount of shares of Parent Common Stock cash into which the shares of the Company Merger Common Stock theretofore formerly represented by such Certificate shall have been converted, converted pursuant to Section 2.1 3.1(a)(i) into the right to receive, and the Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of shares of the Company Merger Common Stock that is not registered in the stock transfer records of the Company, payment may be made to a Person other than the Person in whose name the Certificate so surrendered is registered, registered if such Certificate shall be properly endorsed or otherwise be in proper form for transfer and the Person requesting such payment shall pay any transfer or other taxes required by reason of the payment to a Person other than the registered holder of such Certificate or establish to the satisfaction of the Surviving Corporation Parent that such tax has been paid or is not applicable. Until surrendered as contemplated by this Section 2.23.2, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Considerationamount of cash, without interest, into which the shares of the Company Merger Common Stock theretofore formerly represented by such Certificate shall have been entitled to receive converted pursuant to Section 2.13.1(a). No interest shall be paid or shall accrue on the cash payable upon surrender of any Certificate.

Exchange Procedure. As soon as reasonably practicable Parent and the Surviving Corporation shall cause the Paying Agent to mail promptly after the Effective Time (but, in any event, within five (5) days after the Effective Time, the Paying Agent shall mail ) to each holder of record of a certificate or certificates that immediately prior to the Effective Time represented shares of the Company Merger Stock (the “Certificates”), (i) a form of letter of transmittal (which shall be in customary form agreed to by the Company and Parent and shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Paying Agent and shall be in a such form and have such other provisions as Parent the Surviving Corporation may reasonably specify) ), and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the Per Share Merger Consideration. Upon surrender of a Certificate for cancellation to the Paying Agent or to such other agent or agents as may be appointed by ParentAgent, together with such letter of transmittal, duly completed and validly executed, and such other documents as may reasonably be required by the Paying Agent, the holder of such Certificate shall be entitled to receive in exchange therefor the number amount of shares of Parent Common Stock cash into which the shares of the Company Merger Common Stock theretofore represented by such Certificate shall have been converted, converted pursuant to Section 2.1 2.01(c), without any interest thereon and less any withholding of taxes, and the Certificate so surrendered shall forthwith be canceled. Parent and the Surviving Corporation shall enter into a paying agency agreement with the Paying Agent in a form reasonably acceptable to the Company and which shall provide that the Paying Agent shall promptly following any such surrender of Certificates dispatch by mail payment of such amount to such holder. In the event of a transfer of ownership of shares of the Company Merger Common Stock that is not registered in the transfer records of the Company, payment may be made to a Person person (as defined below) other than the Person person in whose name the Certificate so surrendered is registered, if such Certificate shall be properly endorsed or otherwise be in proper form for transfer and the Person person requesting such payment shall pay any transfer or other taxes required by reason of the payment to a Person person other than the registered holder of such Certificate or establish to the satisfaction of the Surviving Corporation or the Paying Agent that such tax has been paid or is not applicable. Until surrendered as contemplated by this Section 2.22.05, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Considerationamount of cash, without interest, into which the shares of the Company Merger Common Stock theretofore represented by such Certificate shall have been entitled to receive converted pursuant to Section 2.12.01(c). No interest shall be paid or shall accrue on the cash payable upon surrender of any Certificate.

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

Exchange Procedure. As soon as reasonably practicable after the Effective Time, the Paying Agent shall mail to each holder of record of a certificate or certificates that immediately prior to the Effective Time represented shares of the Company Merger Stock Shares (the “"Certificates”"), (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Paying Agent and shall be in a form and have such other provisions as Parent may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the Merger Consideration. Upon surrender of a Certificate for cancellation to the Paying Agent or to such other agent or agents as may be appointed by Parent, together with such letter of transmittal, duly executed, and such other documents as may reasonably be required by the Paying Agent, the holder of such Certificate shall be entitled to receive in exchange therefor therefor, and the number Paying Agent shall pay pursuant to irrevocable instructions given by Sub or Parent, the amount of shares of Parent Common Stock cash into which the shares of the Company Merger Stock Shares theretofore represented by such Certificate shall have been converted, converted pursuant to Section 2.1 3.1, and the Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of shares of the Company Merger Stock Shares that is not registered in the transfer records of the Company, payment may be made to a Person person other than the Person person in whose name the Certificate so surrendered is registered, if such Certificate shall be properly endorsed or otherwise be in proper form for transfer and the Person person requesting such payment shall pay any transfer or other taxes required by reason of the payment to a Person person other than the registered holder of such Certificate or establish to the satisfaction of the Surviving Corporation that such tax has been paid or is not applicable. Until surrendered as contemplated by this Section 2.2Section, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Considerationamount of cash, without interest, into which the shares of the Company Merger Stock Shares theretofore represented by such Certificate shall have been entitled to receive converted pursuant to Section 2.13.1. No interest will be paid or will accrue on the cash payable upon the surrender of any Certificate.

Exchange Procedure. As soon as reasonably practicable after the Effective Time, the Paying Agent shall mail to each holder of record of a certificate or certificates that immediately prior to the Effective Time represented shares of the Company Merger Stock Shares (the “"Certificates”"), (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Paying Agent and shall be in a form and have such other provisions as Parent may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the Merger Consideration. Upon surrender of a Certificate for cancellation to the Paying Agent or to such other agent or agents as may be appointed by Parent, together with such letter of transmittal, duly executed, and such other documents as may reasonably be required by the Paying Agent, the holder of such Certificate shall be entitled to receive in exchange therefor the number amount of shares of Parent Common Stock cash into which the shares of the Company Merger Stock Shares theretofore represented by such Certificate shall have been converted, converted pursuant to Section 2.1 1.6, and the Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of shares of the Company Merger Stock Shares that is not registered in the transfer records of the Company, payment may be made to a Person person other than the Person person in whose name the Certificate so surrendered is registered, if such Certificate shall be properly endorsed or otherwise be in proper form for transfer and the Person person requesting such payment shall pay any transfer or other taxes required by reason of the payment to a Person person other than the registered holder of such Certificate or establish to the satisfaction of the Surviving Corporation that such tax has been paid or is not applicable. Until surrendered as contemplated by this Section 2.21.7, each Certificate (other than Certificates representing Dissenting Shares) shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Considerationamount of cash, without interest, into which the shares of the Company Merger Stock Shares theretofore represented by such Certificate shall have been entitled to receive converted pursuant to Section 2.11.6. No interest will be paid or will accrue on the cash payable upon the surrender of any Certificate. Parent or the Paying Agent shall be entitled to deduct and withhold from the consideration otherwise payable pursuant to this Agreement such amounts as Parent or the Paying Agent is required to deduct and withhold with respect to the making of such payment under the Code (as hereinafter defined) or under any provisions of state, local or foreign tax law. To the extent that amounts are so withheld by Parent or the Paying Agent, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the person in respect of which such deduction or withholding was made by the Parent or the Paying Agent and any such amounts deducted or withheld shall be promptly and timely paid by Parent or the Paying Agent to the appropriate taxing authority.

Exchange Procedure. As soon as reasonably practicable after the Effective Time, the Paying Agent shall mail to each holder of record of a certificate or certificates that immediately prior to the Effective Time represented shares of the Company Merger KeyOn Common Stock (the “Certificates”), (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Paying Agent and shall be in a form as Parent Internet America may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the Merger Consideration. Upon surrender of a Certificate for cancellation to the Paying Agent or to such other agent or agents as may be appointed by ParentInternet America, together with such letter of transmittal, duly executed, and such other documents as may reasonably be required by the Paying Agent, the holder of such Certificate shall be entitled to receive in exchange therefor the number of shares of Parent Internet America Common Stock into which the shares of the Company Merger KeyOn Common Stock theretofore represented by such Certificate shall have been converted, pursuant to Section 2.1 2.1(c) and the Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of shares of the Company Merger KeyOn Common Stock that is not registered in the transfer records of the CompanyKeyOn, payment may be made to a Person other than the Person in whose name the Certificate so surrendered is registered, if such Certificate shall be properly endorsed or otherwise be in proper form for transfer and the Person requesting such payment shall pay any transfer or other taxes required by reason of the payment to a Person other than the registered holder of such Certificate or establish to the satisfaction of the Surviving Corporation that such tax has been paid or is not applicable. Until surrendered as contemplated by this Section 2.2, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration, without interest, which the shares of the Company Merger KeyOn Common Stock theretofore represented by such Certificate shall have been entitled to receive pursuant to Section 2.1.

Exchange Procedure. As soon as reasonably practicable Promptly after the Effective Time, the Paying Agent Purchaser shall mail cause to be mailed to each holder of record of a certificate or certificates that immediately prior to the Effective Time represented shares of the Company Merger Stock Shares (the “"Certificates”"), (i) a i)__a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Paying Agent and shall be in a form and have such other provisions as Parent Purchaser may reasonably specify) and (ii) instructions ii)__instructions for use in effecting the surrender of the Certificates in exchange for the Merger Consideration. Upon surrender of a Certificate for cancellation to the Paying Agent or to such other agent or agents as may be appointed by ParentPurchaser, together with such letter of transmittal, duly executed, and such other documents as may reasonably be required by the Paying Agent, the holder of such Certificate shall be entitled to receive in exchange therefor therefor, and the number of shares of Parent Common Stock into which Paying Agent shall pay pursuant to irrevocable instructions given by Merger Sub or Purchaser, the shares of the Company Merger Stock theretofore represented Consideration for each Share formerly evidenced by such Certificate, and such Certificate shall have been converted, pursuant to Section 2.1 and the Certificate so surrendered shall forthwith thereupon be canceled. In the event of a transfer of ownership of shares If payment of the Company Merger Stock that Consideration is not to be made to a person other than the person in whose name the surrendered Certificate is registered in on the stock transfer records books of the Company, payment may be made to a Person other than the Person in whose name the Certificate so surrendered is registered, if such Certificate it shall be a condition of payment to the holder of a Certificate that it be endorsed properly endorsed or otherwise be in proper form for transfer and that the Person person requesting such payment shall pay any have paid all transfer or and other taxes required by reason of the payment of the Merger Consideration to a Person person other than the registered holder of such Certificate thereof or establish shall have established to the satisfaction of the Surviving Corporation that such tax has been paid or is taxes are not applicable. Until surrendered as contemplated by this Section 2.23.2, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration, without interest, Consideration into which the shares of the Company Merger Stock Shares theretofore represented by such Certificate shall have been entitled to receive converted pursuant to Section 2.13.1 hereof. No interest will be paid or will accrue on the cash payable upon the surrender of any Certificate.

Exchange Procedure. As soon as reasonably practicable after the Effective Time, the Paying Agent shall and MMC shall cause the Paying Agent to mail to each holder of record of a certificate or certificates that immediately prior to the Effective Time represented shares of the Company Merger Stock (the “Certificates”), Certificate (i) a form of letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates held by such Kroll Stockholder shall pass, only upon proper delivery of the Certificates to the Paying Agent and shall be in a such form and have such other customary provisions as Parent MMC may reasonably specify) ), and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the Merger Consideration. Upon surrender of a Certificate for cancellation to the Paying Agent or to such other agent or agents as may be appointed by ParentMMC, together with such letter of transmittal, duly completed and validly executed, and such other documents as may reasonably be required by the Paying Agent, the holder of such Certificate shall be entitled to receive paid in exchange therefor the number amount of shares of Parent Common Stock cash into which the shares of the Company Merger Kroll Common Stock theretofore formerly represented by such the Certificate shall have been converted, converted pursuant to Section 2.1 2.1(b), and the Certificate so surrendered shall forthwith be canceledcancelled. In the event of a transfer of ownership of shares of the Company Merger Kroll Common Stock that is not registered in the stock transfer records books of Kroll, the Company, payment proper amount of cash may be made paid in exchange therefor to a Person person other than the Person person in whose name the Certificate so surrendered is registered, registered if such the Certificate shall be properly endorsed or otherwise be in proper form for transfer and the Person person requesting such payment shall pay any transfer or other taxes Taxes (as defined in Section 4.13(c)) required by reason of the payment to a Person person other than the registered holder of such the Certificate or establish to the satisfaction of MMC that the Surviving Corporation that such tax Tax has been paid or is not applicable. Until surrendered as contemplated by this Section 2.2, each Certificate No interest shall be deemed at paid or shall accrue on the cash payable upon surrender of any time after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration, without interest, which the shares of the Company Merger Stock theretofore represented by such Certificate shall have been entitled to receive pursuant to Section 2.1Certificate.

Exchange Procedure. As soon as reasonably practicable after the Effective Time, the Surviving Corporation shall cause the Paying Agent shall to mail to each holder of record of a certificate or certificates (referred to hereinafter individually as a "Certificate" and collectively as "Certificates") that immediately prior to the Effective Time represented outstanding Company Common Shares whose shares of were converted into the Company right to receive Merger Stock (the “Certificates”)Consideration pursuant to Section 2.1, (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates held by such person shall pass, only upon delivery of the Certificates to the Paying Agent and shall be in a customary form and have such other provisions as Parent may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the Merger Consideration. Upon surrender of a Certificate for cancellation to the Paying Agent or to such other agent or agents as may be appointed by ParentAgent, together with such letter of transmittal, duly completed and validly executed, and such other documents as may reasonably be required by the Paying Agent, the holder of such Certificate shall be entitled to receive in exchange therefor the number of shares of Parent Common Stock into which the shares of the Company Merger Stock theretofore represented by such Certificate shall have been converted, pursuant to Section 2.1 Consideration and the Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of shares of the Company Merger Stock Common Shares that is not registered in the stock transfer records books of the Company, payment the proper amount of cash may be made paid in exchange therefor to a Person person other than the Person person in whose name the Certificate so surrendered is registered, registered if such Certificate shall be properly endorsed or otherwise be in proper form for transfer and the Person person requesting such payment shall pay any transfer or other taxes required by reason of the payment to a Person person other than the registered holder of such Certificate the Merger Consideration or establish to the satisfaction of the Surviving Corporation Parent that such tax has been paid or is not applicable. Until surrendered as contemplated by this Section 2.2, each Certificate No interest shall be deemed at paid or shall accrue on the cash payable upon surrender of any time after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration, without interest, which the shares of the Company Merger Stock theretofore represented by such Certificate shall have been entitled to receive pursuant to Section 2.1Certificate.

Exchange Procedure. As soon as reasonably practicable after the Effective Time, the Surviving Corporation shall cause the Paying Agent shall to mail to each holder of record of a certificate or certificates that immediately prior to the Effective Time represented shares of the Company Merger Stock Shares (the “"Certificates”"), (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Paying Agent and shall be in a form and have such other provisions as Parent may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the Merger ConsiderationConsideration as provided in Section 3.1. Upon surrender of a Certificate for cancellation to the Paying Agent or to such other agent or agents as may be appointed by Parent, together with such letter of transmittal, duly executed, and such other documents as may reasonably be required by the Paying Agent, the holder of such Certificate shall be entitled to receive in exchange therefor the number amount of shares of Parent Common Stock cash, without interest or dividends, into which the shares of the Company Merger Stock Shares theretofore represented by such Certificate shall have been converted, converted pursuant to Section 2.1 3.1, and the Certificate so surrendered shall forthwith be canceledcancelled. In the event of a transfer of ownership of shares of the Company Merger Stock Shares that is not registered in the transfer records of the Company, payment may be made to a Person person other than the Person person in whose name the Certificate so surrendered is registered, if such Certificate shall be properly endorsed or otherwise be in proper form for transfer and the Person person requesting such payment shall pay any transfer or other taxes required by reason of the payment to a Person person other than the registered holder of such Certificate or establish to the satisfaction of the Surviving Corporation that such tax has been paid or is not applicable. Until surrendered as contemplated by this Section 2.23.2, each Certificate (other than Certificates representing Dissenting Shares) shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Considerationamount of cash, without interest, into which the shares of the Company Merger Stock stock theretofore represented by such Certificate shall have been entitled to receive converted pursuant to Section 2.13.1. No interest will be paid or will accrue on the cash payable upon the surrender of any Certificate. Parent or the Paying Agent shall be entitled to deduct and withhold from the consideration otherwise payable pursuant to this Agreement to any holder of Shares such amounts as Parent or the Paying Agent is required to deduct and withhold with respect to the making of such payment under the Code or under any provision of state, local or foreign tax law. To the extent that amounts are so withheld by Parent or the Paying Agent, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the holder of the Shares in respect of which such deduction and withholding was made by the Parent or the Paying Agent.

Exchange Procedure. As soon as reasonably practicable after the Effective Time, the Paying Agent shall mail to each holder of record of a certificate or certificates (the “Certificates”) that immediately prior to the Effective Time represented outstanding shares of Company Common Stock that were converted into the Company right to receive Merger Stock (the “Certificates”)Consideration pursuant to Section 2.01, (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Paying Agent and shall be in a such form and have such other provisions as Parent may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the Merger Consideration. Upon surrender of a Certificate for cancellation to the Paying Agent or to such other agent or agents as may be appointed by ParentAgent, together with such letter of transmittal, duly executed, and such other documents as may reasonably be required by the Paying Agent, the holder of such Certificate shall be entitled to receive in exchange therefor the number amount of shares of Parent Common Stock cash into which the shares of the Company Merger Common Stock theretofore represented by such Certificate shall have been converted, converted pursuant to Section 2.1 2.01, and the Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of shares of the Company Merger Common Stock that is not registered in the transfer records of the Company, payment may be made to a Person person other than the Person person in whose name the Certificate so surrendered is registered, if such Certificate shall be properly endorsed or otherwise be in proper form for transfer and the Person person requesting such payment shall pay any transfer or other taxes required by reason of the payment to a Person person other than the registered holder of such Certificate or establish to the satisfaction of the Surviving Corporation Parent that such tax has been paid or is not applicable. Until surrendered as contemplated by this Section 2.22.02, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Considerationamount of cash, without interest, into which the shares of the Company Merger Common Stock theretofore represented by such Certificate shall have been entitled to receive converted pursuant to Section 2.12.01. No interest shall be paid or accrue on the cash payable upon surrender of any Certificate.

Exchange Procedure. As soon as reasonably practicable after the Effective Time, the Paying Agent shall mail to each holder of record of a certificate or certificates that immediately prior to the Effective Time represented shares of the Company Merger Stock Shares (the “"Certificates”"), (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Paying Agent and shall be in a form and have such other provisions as Parent may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the Merger Consideration. Upon surrender of a Certificate for cancellation cancelation to the Paying Agent or to such other agent or agents as may be appointed by Parent, together with such letter of transmittal, duly executed, and such other documents as may reasonably be required by the Paying Agent, the holder of such Certificate shall be entitled to receive in exchange therefor the number amount of shares of Parent Common Stock cash into which the shares of the Company Merger Stock Shares theretofore represented by such Certificate shall have been converted, converted pursuant to Section 2.1 3.01, and the Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of shares of the Company Merger Stock Shares that is not registered in the transfer records of the Company, payment may be made to a Person person other than the Person person in whose name the Certificate so surrendered is registered, if such Certificate shall be properly endorsed or otherwise be in proper form for transfer and the Person person requesting such payment shall pay any transfer or other taxes required by reason of the payment to a Person person other than the registered holder of such Certificate or establish to the satisfaction of the Surviving Corporation that such tax has been paid or is not applicable. Until surrendered as contemplated by this Section 2.23.02, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Considerationamount of cash, without interest, into which the shares of the Company Merger Stock Shares theretofore represented by such Certificate shall have been entitled to receive converted pursuant to Section 2.1.3.01. No interest will be paid or will accrue on the cash payable upon the surrender of any Certificate. 14

Exchange Procedure. As soon as reasonably practicable after the Effective Time, the Surviving Corporation or Parent shall cause the Paying Agent shall to mail to each holder of record of a certificate or certificates that immediately prior to the Effective Time represented shares of the Company Merger Stock (the “Certificates”), Certificate (i) a form of letter of transmittal (which shall include an accompanying IRS Form W-9 (or substitute IRS Form W-9) and IRS Form W-8BEN, shall specify that delivery shall be effected, and risk of loss and title to the Certificates held by such person shall pass, only upon proper delivery of the Certificates to the Paying Agent and shall be in a form and have such other provisions (including customary provisions regarding delivery of an “agent’s message” with respect to shares held in book-entry form) as Parent may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the Merger Consideration. Upon surrender of a Certificate for cancellation cancelation to the Paying Agent or to such other agent or agents as may be appointed by Parent, together with such letter of transmittal, duly completed and validly executed, and such other documents as may reasonably be required by the Paying Agent, the holder of such Certificate shall be entitled to receive in exchange therefor the number amount of shares of Parent Common Stock into which cash equal to the shares of Merger Consideration that such holder has the Company Merger Stock theretofore represented by such Certificate shall have been converted, right to receive pursuant to Section 2.1 2.01(c), and the Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of shares of the Company Merger Common Stock that is not registered in the stock transfer records books of the Company, payment of the Merger Consideration in exchange therefor may be made to a Person person other than the Person person in whose name the Certificate so surrendered is registered, registered if such Certificate shall be properly endorsed or otherwise be in proper form for transfer and the Person person requesting such payment shall pay any transfer or other taxes required by reason of the payment to a Person person other than the registered holder of such Certificate or establish to the satisfaction of the Surviving Corporation that such tax has been paid or is not applicable. Until surrendered as contemplated by this Section 2.2, each Certificate No interest shall be deemed at paid or shall accrue on the cash payable upon surrender of any time after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration, without interest, which the shares of the Company Merger Stock theretofore represented by such Certificate shall have been entitled to receive pursuant to Section 2.1Certificate.

Exchange Procedure. As soon as reasonably practicable after the Effective Time, Parent shall cause the Paying Agent shall to mail to each holder of record of a certificate or certificates that immediately prior to the Effective Time represented shares of the Company Merger Stock (the “Certificates”)Certificate, (i) a form of letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates held by such person shall pass, only upon proper delivery of the Certificates to the Paying Agent and shall be in a form and have such other provisions as Parent may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the Merger Consideration. Upon surrender of a Certificate for cancellation to the Paying Agent or to such other agent or agents as may be appointed by Parent, together with such letter of transmittal, duly completed and validly executed, and such other documents as may reasonably be required by the Paying Agent, the holder of such Certificate shall be entitled to receive in exchange therefor the number amount of shares of Parent Common Stock into which cash equal to the shares of Merger Consideration that such holder has the Company Merger Stock theretofore represented by such Certificate shall have been converted, right to receive pursuant to Section 2.1 3.01(c), and the Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of shares of the Company Merger Common Stock that is not registered in the stock transfer records books of the Company, payment of the Merger Consideration in exchange therefor may be made to a Person person other than the Person person in whose name the Certificate so surrendered is registeredregistered if, if upon presentation to the Paying Agent, such Certificate shall be properly endorsed or otherwise be in proper form for transfer and the Person person requesting such payment shall pay any transfer or other taxes required by reason of the payment to a Person person other than the registered holder of such Certificate or establish to the satisfaction of the Surviving Corporation that such tax has taxes have been paid or is are not applicable. Until surrendered as contemplated by this Section 2.2, each Certificate No interest shall be deemed at paid or shall accrue on the cash payable upon surrender of any time after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration, without interest, which the shares of the Company Merger Stock theretofore represented by such Certificate shall have been entitled to receive pursuant to Section 2.1Certificate.

Exchange Procedure. (a) As soon as reasonably practicable after the Effective Time, the Paying Agent Company shall cause Continental Stock Transfer & Trust Company (the “Exchange Agent”) to mail to each holder of record of a holding an Li3 Common Stock certificate or certificates that immediately prior to the Effective Time represented shares of the Company Merger Stock (the “CertificatesCertificate”), (i) a letter of transmittal as prepared by Li3 and the Company (which shall specify specify, among other things, that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery actual receipt of the Certificates to by the Paying Agent and shall be in a form as Parent may reasonably specifyExchange Agent) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the Merger Consideration. Upon proper surrender to the Exchange Agent of a Certificate or Certificates for cancellation to the Paying Agent or to such other agent or agents as may be appointed by Parentexchange, together with such properly completed letter of transmittal, duly executed, and such any other documents as may and instruments reasonably be required by the Paying Exchange Agent, the holder of such Certificate or Certificates shall be entitled to receive in exchange therefor therefore a certificate representing the number of shares whole Ordinary Shares to which such holder of Parent Li3 Common Stock into which the shares of the Company Merger Stock theretofore represented by such Certificate shall have been convertedbecome entitled to hereunder and in accordance with this Agreement, pursuant to Section 2.1 and the Certificate or Certificates so surrendered shall forthwith be canceled. In Until so surrendered, each Certificate shall represent after the event of Effective Time for all purposes only the right to receive the Merger Consideration. (b) If any certificate representing Ordinary Shares is to be issued in a transfer of ownership of shares of the Company Merger Stock that is not registered in the transfer records of the Company, payment may be made to a Person name other than the Person that in whose name which the Certificate or Certificates surrendered in exchange therefor is or are registered, it shall be a condition to the issuance thereof that the Certificate or Certificates so surrendered is registered, if such Certificate shall be properly endorsed (or accompanied by an appropriate instrument of transfer) and otherwise be in proper form for transfer transfer, and that the Person requesting such payment exchange shall pay to the Exchange Agent in advance any transfer or other taxes Taxes required by reason of the payment to a Person issuance in any name other than that of the registered holder of such the Certificate or Certificates surrendered, or required for any other reason, or shall establish to the satisfaction of the Surviving Corporation Exchange Agent that such tax Tax has been paid or is not applicable. Until surrendered as contemplated by this Section 2.2payable. (c) After the Effective Time, each Certificate there shall be deemed at any time no transfers on the stock transfer books of Li3 of Li3 Common Stock that were issued and outstanding immediately prior to the Effective Time other than to settle transfers of shares of Li3 Common Stock that occurred prior to the Effective Time. If, after the Effective Time Time, Certificates (properly endorsed or accompanied by an appropriate instrument of transfer) representing such shares are presented for transfer to the Exchange Agent, they shall represent only the right to receive upon such surrender the Merger Consideration, without interest, which the shares Consideration as provided in Section 1.2. (d) Any portion of the Merger Consideration that remains unclaimed by the holders of Certificates as of the first anniversary of the Effective Time shall be returned to the Company. Any former stockholder of Li3 who has not theretofore complied with this Section 1.3 shall thereafter look only to the Company (subject to the terms of this Agreement, abandoned property, escheat and other similar Laws) for payment of the Merger Stock theretofore represented Consideration to such stockholder as determined pursuant to this Agreement. Any consideration remaining unclaimed immediately prior to such time when such consideration would otherwise escheat or become the property of any Governmental Authority shall, to the extent permitted by applicable Law, become the property of the Company, free and clear of all claims or interest of any Person previously entitled thereto. Notwithstanding the foregoing, none of Li3, the Surviving Company, the Company or the Exchange Agent shall be liable to any holder of a Certificate for any Merger Consideration delivered in respect of such Certificate to a public official pursuant to any abandoned property, escheat or other similar Law. (e) In the event any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person claiming such Certificate to be lost, stolen or destroyed and, if reasonably required by the Company, the posting by such Person of a bond in such amount as the Company may determine is reasonably necessary as indemnity against any claim that may be made against it with respect to such Certificate, the Exchange Agent will issue in exchange for such lost, stolen or destroyed Certificate the Merger Consideration pursuant to this Agreement. (f) No certificates or scrip representing fractional shares of Ordinary Shares or book-entry credit of the same shall be issued upon the surrender of the Li3 Common Stock for exchange. Any portion of the Merger Consideration payable in a fractional share of Ordinary Shares shall be rounded up to the nearest whole number. (g) The Company and the Surviving Company shall be entitled to receive deduct and withhold from the Merger Consideration payable to the stockholders of Li3 pursuant to Section 2.1the Merger any such amounts as are required under the Code, or any applicable provision of state, local or foreign Tax Law, provided, however, that if the Company or Surviving Company intends to withhold any amount, the Company or Surviving Company, as applicable, shall provide reasonable advance written notice to Li3 of its intent to so withhold and a summary of the rationale for such withholding. Each of the Company and Surviving Company acknowledge that, as of the date hereof, neither it nor any of its affiliates has any knowledge that any amount is required to be withheld by the Company or Surviving Company from any portion of the Merger Consideration payable pursuant to this Agreement. To the extent that such amounts are so withheld by the Company or the Surviving Company such withheld amounts shall be treated for all purposes as having been paid to the stockholders of Li3 in respect of which such deduction and withholding was made by the Company or the Surviving Company, as the case may be, and such amounts shall be immediately, upon receipt, deposited with the applicable taxing authority.

Exchange Procedure. As soon as reasonably practicable after the Effective Time, Parent shall cause the Paying Agent shall to mail to each holder of record of a certificate or certificates that immediately prior to the Effective Time represented shares of the Company Merger Stock Shares (the “"Certificates”"), (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Paying Agent and shall be in a form and have such other provisions as Parent and the Company may reasonably specifyagree prior to the purchase of Shares pursuant to the Offer) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the applicable Merger Consideration. Upon surrender of a Certificate for cancellation to the Paying Agent or to such other agent or agents as may be appointed by Parent, together with such letter of transmittal, duly executed, and such other documents as may reasonably be required by the Paying Agent, the holder of such Certificate shall be entitled to receive in exchange therefor the number amount of shares of Parent Common Stock cash into which the shares of the Company Merger Stock Shares theretofore represented by such Certificate shall have been converted, converted pursuant to Section 2.1 2.5, and the Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of shares of the Company Merger Stock Shares that is not registered in the transfer records of the Company, payment may be made to a Person person other than the Person person in whose name the Certificate so surrendered is registered, if such Certificate shall be properly endorsed or otherwise be in proper form for transfer and the Person person requesting such payment shall pay any transfer or other taxes required by reason of the payment to a Person person other than the registered holder of such Certificate or establish to the satisfaction of the Surviving Corporation that such tax has been paid or is not applicable. Until surrendered as contemplated by this Section 2.22.6, each Certificate (other than Certificates representing Dissenting Common Shares or Dissenting Preferred Shares) shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Considerationamount of cash, without interest, into which the shares of the Company Merger Stock Shares theretofore represented by such Certificate shall have been entitled to receive converted pursuant to Section 2.12.5. No interest will be paid or will accrue on the cash payable upon the surrender of any Certificate. Parent or the Paying Agent shall be entitled to deduct and withhold from the consideration otherwise payable pursuant to this Agreement to any holder of Shares such amounts as Parent or the Paying Agent is required to deduct and withhold with respect to the making of such payment under the Code (as hereinafter defined) or under any provisions of state, local or foreign tax law. To the extent that amounts are so withheld by Parent or the Paying Agent, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the person in respect of which such deduction or withholding was made by the Parent or the Paying Agent.

Exchange Procedure. As soon promptly as reasonably practicable after the Effective Time, the Paying Agent shall and Buyer shall cause the Paying Agent to mail to each holder of record of a certificate or certificates that immediately prior to the Effective Time represented shares of the Company Merger Stock (the “Certificates”), Certificate (i) a form of letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates held by such Company Stockholder shall pass, only upon proper delivery of the Certificates to the Paying Agent and shall be in a such form and have such other customary provisions as Parent Buyer may reasonably specify) ), and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the Merger Consideration. Upon surrender of a Certificate for cancellation to the Paying Agent or to such other agent or agents as may be appointed by ParentBuyer, together with such letter of transmittal, duly completed and validly executed, and such other documents as may reasonably be required by the Paying Agent, the holder of such Certificate shall be entitled to receive paid in exchange therefor the number amount of shares of Parent Common Stock cash into which the shares of the Company Merger Common Stock theretofore formerly represented by such the Certificate shall have been converted, converted pursuant to Section 2.1 3.1(b), and the Certificate so surrendered shall forthwith be canceledcancelled. In the event of a transfer of ownership of shares of the Company Merger Common Stock that is not registered in the stock transfer records books of the Company, payment the proper amount of cash may be made paid in exchange therefor to a Person person other than the Person person in whose name the Certificate so surrendered is registered, registered if such the Certificate shall be properly endorsed or otherwise be in proper form for transfer and the Person person requesting such payment shall pay any transfer or other taxes Taxes required by reason of the payment to a Person person other than the registered holder of such the Certificate or establish to the satisfaction of Buyer that the Surviving Corporation that such tax Tax has been paid or is not applicable. Until surrendered as contemplated by this Section 2.2, each Certificate No interest shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender paid or shall accrue on the Merger Consideration, without interest, which the shares of the Company Merger Stock theretofore represented by such Certificate shall have been entitled to receive pursuant to Section 2.1.

Exchange Procedure. As soon as reasonably practicable after the ------------------- Effective TimeTime (and in any event within 10 business days), the Paying Agent (or, in the case of the Company Series Preferred Stock, the Surviving Corporation) shall mail to each holder of record of a certificate or certificates (the "Certificates") that immediately prior to the Effective Time represented ------------- outstanding shares of Company Capital Stock whose shares were converted into the Company right to receive Merger Stock (the “Certificates”)Consideration pursuant to Section 2.01, (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Paying Agent and shall be in a such form and have such other provisions as Parent may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the Merger Consideration. Upon surrender of a Certificate for cancellation cancelation to the Paying Agent or to such other agent or agents as may be appointed by Parent, together with such letter of transmittal, duly executed, and such other documents as may reasonably be required by the Paying Agent, the holder of such Certificate shall be entitled to receive in exchange therefor the number amount of shares of Parent Common Stock cash into which the shares of the Company Merger Capital Stock theretofore represented by such Certificate shall have been converted, converted pursuant to Section 2.1 2.01, and the Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of shares of the Company Merger Capital Stock that is not registered in the transfer records of the Company, payment may be made to a Person person other than the Person person in whose name the Certificate so surrendered is registered, if such Certificate shall be properly endorsed or otherwise be in proper form for transfer and the Person person requesting such payment shall pay any transfer or other taxes required by reason of the payment to a Person person other than the registered holder of such Certificate or establish to the satisfaction of the Surviving Corporation Parent that such tax has been paid or is not applicable. Until surrendered as contemplated by this Section 2.22.02, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Considerationamount of cash, without interest, into which the shares of the Company Merger Capital Stock theretofore represented by such Certificate shall have been entitled to receive converted pursuant to Section 2.12.01. No interest shall be paid or shall accrue on the cash payable upon surrender of any Certificate.

Exchange Procedure. As soon as reasonably practicable after the Effective Time, the Paying Agent shall mail to each holder of record of a certificate Certificate or certificates that immediately prior Certificates, other than holders of Certificates representing Shares referred to the Effective Time represented shares of the Company Merger Stock (the “Certificates”in Section 3.01(b), (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Paying Agent and shall be in a form and have such other provisions as Parent may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the Merger Consideration. Upon surrender of a Certificate for cancellation to the Paying Agent or to such other agent or agents as may be appointed by Parent, together with such letter of transmittal, duly executed, and such other documents as may reasonably be required by the Paying Agent, the holder of such Certificate shall be entitled to receive in exchange therefor the number of shares of Parent Common Stock into which the shares of the Company Merger Stock Consideration, for each Share theretofore represented by such Certificate shall have been convertedCertificate, pursuant to Section 2.1 and the Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of shares of the Company Merger Stock Shares that is not registered in the transfer records of the Company, payment may be made to a Person other than the Person in whose name the Certificate so surrendered is registered, if such Certificate shall be properly endorsed or otherwise be in proper form for transfer and the Person requesting such payment shall (A) pay to the Paying Agent any transfer Transfer Taxes or other taxes Taxes required by reason of the payment to a Person other than the registered holder of such Certificate Certificate, or (B) establish to the satisfaction of Parent or the Surviving Corporation that such tax Tax has been paid or is otherwise not applicable. Until surrendered as contemplated by this Section 2.23.02, each Certificate (other than Certificates representing Dissenters’ Shares) shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration, without interest, into which the shares of the Company Merger Stock Shares theretofore represented by such Certificate shall have been entitled to receive converted pursuant to Section 2.13.01(c). No interest shall be paid or shall accrue on any Merger Consideration, payable upon the surrender of any Certificate.

Exchange Procedure. As soon as reasonably practicable after the Effective TimeTime (and in any event within four (4) Business Days thereof), the Surviving Entity or Parent shall cause the Paying Agent shall to mail to each holder of record of a certificate one or certificates that immediately prior more Shares (other than holders of Dissenting Shares and Shares to the Effective Time represented shares of the Company Merger Stock (the “Certificates”be cancelled pursuant to Section 3.1(b)), (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates (or affidavits of loss in lieu thereof) to the Paying Agent and shall be in a form and have such other provisions as Parent and the Company may reasonably specifyagree) and (ii) instructions for use in effecting the surrender of the Certificates (or affidavits of loss in lieu thereof) in exchange for the Per Share Merger ConsiderationConsideration as provided in Section 3.1. Upon surrender of a Certificate (or affidavits of loss in lieu thereof) for cancellation to the Paying Agent or to such other agent or agents as may be appointed by ParentAgent, together with such letter of transmittal, duly executed, and such other documents as may reasonably be required by the Paying Agent or, in the case of Uncertificated Shares, at or promptly following the receipt by the Paying Agent of a duly executed letter of transmittal and such other documents as may be required by the Paying Agent, the holder of such Certificate or Uncertificated Shares shall be entitled to receive in exchange therefor the amount of cash (after giving effect to any required Tax withholdings as provided in Section 3.2(g)) equal to (x) the number of shares of Parent Common Stock into which the shares of the Company Merger Stock theretofore represented Shares held by such Certificate shall have been convertedstockholder multiplied by (y) the Per Share Merger Consideration, pursuant to Section 2.1 and the Certificate so any Certificates surrendered shall forthwith be canceledcancelled. No interest will be paid or will accrue on the cash payable upon the surrender of any Certificate (or affidavits of loss in lieu thereof) or in exchange for Uncertificated Shares. In the event of a transfer of ownership of shares of the Company Merger Stock Shares that is not registered in the transfer records of the Company, payment may be made to a Person other than the Person in whose name the Certificate so surrendered (or affidavits of loss in lieu thereof) is registered, if such Certificate (or affidavits of loss in lieu thereof) shall be properly endorsed or otherwise be in proper form for transfer and the Person requesting such payment shall pay any transfer or other taxes Taxes required by reason of the payment to a Person other than the registered holder of such Certificate (or affidavits of loss in lieu thereof) or establish to the satisfaction of the Surviving Corporation Entity or the Paying Agent that such tax Tax has been paid or is not applicable. Until exchanged or surrendered as contemplated by this Section 2.23.2, each Certificate Uncertificated Shares and Shares represented by Certificates (other than Shares to be cancelled in accordance with Section 3.1(b) and Dissenting Shares) shall be deemed at any time after the Effective Time to represent only the right to receive upon such exchange or surrender the Merger Considerationamount of cash, without interest, into which the shares of the Company Merger Stock Shares theretofore represented by such Certificate shall have been entitled to receive converted pursuant to Section 2.13.1.

Exchange Procedure. As soon as reasonably practicable after the Effective Time, the Paying Agent shall mail to each holder of record of a certificate or certificates that immediately prior to the Effective Time represented shares of the Company Merger Stock Shares (the “"Certificates”"), (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Paying Agent and shall be in a form and have such other provisions as Parent may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the Merger Consideration. Upon surrender of a Certificate for cancellation to the Paying Agent or to such other agent or agents as may be appointed by Parent, together with such letter of transmittal, duly executed, and such other documents as may reasonably be required by the Paying Agent, the holder of such Certificate shall be entitled to receive in exchange therefor the number amount of shares of Parent Common Stock cash into which the shares of the Company Merger Stock Shares theretofore represented by such Certificate shall have been converted, converted pursuant to Section 2.1 3.01, and the Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of shares of the Company Merger Stock Shares that is not registered in the transfer records of the Company, payment may be made to a Person person other than the Person person in whose name the Certificate so surrendered is registered, if such Certificate shall be properly endorsed or otherwise be in proper form for transfer and the Person person requesting such payment shall pay any transfer or other taxes required by reason of the payment to a Person person other than the registered holder of such Certificate or establish to the satisfaction of the Surviving Corporation that such tax has been paid or is not applicable. Until surrendered as contemplated by this Section 2.23.02, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Considerationamount of cash, without interest, into which the shares of the Company Merger Stock Shares theretofore represented by such Certificate shall have been entitled to receive converted pursuant to Section 2.13.01. No interest will be paid or will accrue on the cash payable upon the surrender of any Certificate.

Exchange Procedure. On or immediately prior to the Effective Date, AALP and AMI shall deposit in trust with, or otherwise make available to, an exchange agent (the "Exchange Agent") to be selected by AALP, for exchange in accordance with this Agreement, cash sufficient to pay the Merger Consideration (excluding any Dissenting Shares). As soon as reasonably practicable after the Effective Time, and in no event later than five business days thereafter, the Paying Exchange Agent shall mail to each holder of record of a certificate or certificates that immediately prior to the Effective Time represented shares of the Company Merger AMI Stock (the “Certificates”), (i) a letter of transmittal (which shall specify that delivery shall be effected, the "Letter of Transmittal") in substantially the form attached to this Agreement as Exhibit D and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Paying Agent and shall be in a form as Parent may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates certificates representing AMI Stock in exchange for the Merger Consideration. Upon Each holder of AMI Stock, upon surrender of a Certificate for cancellation the certificates therefor to the Paying Agent or to such other agent or agents as may be appointed by Parent, together with such letter of transmittal, duly executed, and such other documents as may reasonably be required by the Paying Exchange Agent, the holder accompanied by duly executed Letters of such Certificate Transmittal, shall be entitled to receive in exchange therefor a check representing the number amount of shares of Parent Common Stock into Merger Consideration which the shares of the Company Merger Stock theretofore represented by such Certificate shall have been converted, pursuant to Section 2.1 and the Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of shares of the Company Merger Stock that is not registered in the transfer records of the Company, payment may be made to a Person other than the Person in whose name the Certificate so surrendered is registered, if such Certificate shall be properly endorsed or otherwise be in proper form for transfer and the Person requesting such payment shall pay any transfer or other taxes required by reason of the payment to a Person other than the registered holder of such Certificate or establish to the satisfaction of the Surviving Corporation that such tax has been paid or is not applicable. Until surrendered as contemplated by this Section 2.2, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender hereunder. Each certificate representing shares of AMI Stock so surrendered shall be canceled. Until so surrendered, each certificate representing AMI Stock will be deemed for all corporate purposes to represent and evidence solely the right to receive the Merger ConsiderationConsideration to be paid therefor pursuant to this Agreement. Notwithstanding the foregoing, without interestneither the Exchange Agent nor any other party hereto shall be liable to any holder of certificates representing AMI Stock for any amount paid to a public official pursuant to any applicable abandoned property, which escheat or similar law. Except as required by law, no interest shall be payable with respect to the Merger Consideration or the cash payable for Dissenting Shares. If any shareholder of record of AMI is unable to locate any certificate evidencing shares of AMI Stock to be surrendered for exchange, the Company Exchange Agent shall deliver the corresponding share of the Merger Stock theretofore represented Consideration to the registered shareholder upon receipt of a lost certificate affidavit and an indemnity agreement in a form reasonably acceptable to AALP. The delivery of the Merger Consideration by such Certificate the Exchange Agent shall have been entitled to receive pursuant to Section 2.1be as soon as practicable following the receipt by the Exchange Agent of the certificates and the duly executed Letters of Transmittal, and in any event no later than five business days thereafter.

Exchange Procedure. As soon as reasonably practicable after the Effective Time, the Paying Agent Surviving Corporation shall mail or caused to be mailed to each holder of record of a certificate or certificates that any certificate, which as of immediately prior to the Effective Time represented shares of Company Common Stock and as of the Company Effective Time represents the right to receive Merger Stock Consideration (all such certificates, the “"Certificates”"), (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Paying Agent and shall be in a form as Parent may reasonably specifyaddress specified therein) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the applicable Merger Consideration. Upon surrender of a Certificate for cancellation to the Paying Agent or to such other agent or agents as may be appointed by ParentAgent, together with such letter of transmittal, duly executed, and such other documents as may reasonably be required by the Paying Agent, the holder of such Certificate shall be entitled to receive in exchange therefor from the number Paying Agent the amount of shares of Parent Common Stock cash into which the shares of the Company Merger Common Stock theretofore represented by such Certificate shall have been converted, converted pursuant to Section 2.1 2.01, and the Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of the shares of the Company Merger Common Stock that is not registered in the transfer records of the Company, payment may be made to a Person person other than the Person person in whose name the Certificate so surrendered is registered, if such Certificate shall be properly endorsed or otherwise be in proper form for transfer and the Person person requesting such payment shall pay any transfer or other taxes required by reason of the payment to a Person person other than the registered holder of such Certificate or establish to the satisfaction of the Surviving Corporation that such tax has been paid or is not applicable. Until surrendered as contemplated by this Section 2.22.02, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Considerationamount of cash, without interest, into which the shares of the Company Merger Common Stock theretofore represented by such Certificate shall have been entitled to receive converted pursuant to Section 2.1.to

Exchange Procedure. As soon as reasonably practicable after the Effective Time, the Surviving Corporation shall cause the Paying Agent shall to mail to each holder of record of a certificate or certificates that which immediately prior to the Effective Time represented outstanding shares of Company Common Stock whose shares were converted into the Company right to receive such holder’s ratable portion of the Merger Stock Consideration (the “Certificates”), (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates held by such Person shall pass, only upon the proper delivery of the Certificates to the Paying Agent and shall be in a form and have such other provisions as Parent may reasonably specify) and (ii) instructions as specified by the Paying Agent or Parent for use in effecting the surrender of the Certificates in exchange for the Merger Consideration. Upon Subject to Section 2.2(c) hereof, upon surrender of a Certificate for cancellation to the Paying Agent or to such other agent or agents as may be appointed by Parent, together with such letter of transmittal, duly completed and executed, and such all other documents as may reasonably be required by the Paying Agentinstructions thereto, the holder of such Certificate shall be entitled to receive in exchange therefor therefor, and the number Paying Agent shall promptly distribute to such holder, the amount of shares of Parent Common Stock cash into which the shares of the Company Merger Common Stock theretofore represented by such Certificate shall have been converted, converted pursuant to Section 2.1 2.1(c), and the Certificate so surrendered shall forthwith be canceledcancelled. In the event of a transfer of ownership of shares of the Company Merger Common Stock that is not registered in the transfer records of the Company, payment may be made to a Person other than the Person in whose name the Certificate so surrendered is registered, if such Certificate shall be properly endorsed or otherwise be in proper form for transfer and the Person requesting such payment shall pay any transfer or other taxes required by reason of the payment to a Person other than the registered holder of such Certificate or establish to the satisfaction of the Surviving Corporation Parent that such tax has been paid or is not applicable. Until surrendered as contemplated by this Section 2.22.2(b), each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration, without interest, into which the shares of the Company Merger Common Stock theretofore represented by such Certificate shall have been entitled to receive converted pursuant to Section 2.12.1(c). No interest will be paid or will accrue on the cash payable upon the surrender of any Certificate.

Exchange Procedure. As soon as reasonably practicable after the Effective Time, the Paying Agent shall mail to each holder of record of a certificate or certificates that immediately prior to the Effective Time represented shares of the Company Merger Stock Shares (the “"Certificates”"), (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Paying Agent and shall be in a form and have such other provisions as Parent may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the Merger Consideration. Upon surrender of a Certificate for cancellation cancelation to the Paying Agent or to such other agent or agents as may be appointed by Parent, together with such letter of transmittal, duly executed, and such other documents as may reasonably be required by the Paying Agent, the holder of such Certificate shall be entitled to receive in exchange therefor the number amount of shares of Parent Common Stock cash into which the shares of the Company Merger Stock Shares theretofore represented by such Certificate shall have been converted, converted pursuant to Section 2.1 3.01, and the Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of shares of the Company Merger Stock Shares that is not registered in the transfer records of the Company, payment may be made to a Person person other than the Person person in whose name the Certificate so surrendered is registered, if such Certificate shall be properly endorsed or otherwise be in proper form for transfer and the Person person requesting such payment shall pay any transfer or other taxes required by reason of the payment to a Person person other than the registered holder of such Certificate or establish to the satisfaction of the Surviving Corporation that such tax has been paid or is not applicable. Until surrendered as contemplated by this Section 2.23.02, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Considerationamount of cash, without interest, into which the shares of the Company Merger Stock Shares theretofore represented by such Certificate shall have been entitled to receive converted pursuant to Section 2.13.01. No interest will be paid or will accrue on the cash payable upon the surrender of any Certificate.

Exchange Procedure. As soon as reasonably practicable after the Merger Effective Time, Parent shall cause the Paying Exchange Agent shall to mail to each holder of record of a certificate or certificates that immediately prior to the Effective Time represented shares of the representing Shares or Company Merger Stock Preferred Shares (the “Certificates”), ) or of Company OP Units (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Paying Agent and shall be in a form as Parent may reasonably specifyExchange Agent) and and, (ii) if applicable, instructions for use in effecting the surrender of the Certificates in exchange for the Merger Considerationconsideration (and any unpaid distributions and dividends) contemplated by Section 2.2 and this Section 2.3, including cash in lieu of fractional Parent Shares. Upon (i) surrender of a Certificate for cancellation to the Paying Agent or to Exchange Agent, if applicable, and (ii) delivery by such other agent or agents as may be appointed by Parent, together with a holder of such letter of transmittal, duly executed, and such other documents as may reasonably be required by the Paying Exchange Agent, the such holder, if a holder of such a Certificate representing Shares or of Company OP Units, shall be entitled to receive promptly in exchange therefor (x) a certificate representing that number of whole Parent Shares, (y) a check representing the amount of cash in lieu of fractional shares, if any, and (z) unpaid dividends and distributions with respect to the Parent Shares as provided for in Section 2.3(c), if any, that such holder has the right to receive in respect of the Certificate surrendered pursuant to the provisions of this Article II or in respect of such Company OP Units and, if a holder of a Certificate representing Company Preferred Shares, shall be entitled to receive promptly in exchange therefor the number of shares of Parent Common Stock into which the shares of the Preferred Merger Consideration in cash with respect to each Company Merger Stock theretofore Preferred Share represented by such Certificate shall have been convertedCertificate, pursuant in all such cases after giving effect to Section 2.1 and any required withholding Tax. No interest will be paid or accrued on the Certificate so surrendered shall forthwith be canceledcash payable to holders of Shares, Company OP Units or Company Preferred Shares. In the event of a transfer of ownership of shares of the Shares, Company Merger Stock OP Units or Company Preferred Shares that is not registered in the transfer records of the CompanyCompany or Company OP, payment a certificate representing the proper number of Parent Shares, together with a check for the cash to be paid pursuant to this Section 2.3, or the Preferred Merger Consideration, may be made issued to such a Person other than the Person in whose name the Certificate so surrendered is registered, transferee if such Certificate shall be properly endorsed or such Certificate or Company OP Units shall otherwise be in proper form for transfer and the Person requesting such payment transferee shall pay any transfer or other taxes Taxes required by reason of the payment to a Person other than the registered holder of such Certificate or Company OP Units or establish to the satisfaction of the Surviving Corporation Parent that such tax Tax has been paid or is not applicable. Until surrendered as contemplated by this Section 2.2, each Certificate Parent or the Exchange Agent shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration, without interest, which the shares of the Company Merger Stock theretofore represented by such Certificate shall have been entitled to receive deduct and withhold from the consideration otherwise payable pursuant to Section 2.1this Agreement such amounts as Parent or the Exchange Agent is required to deduct and withhold with respect to the making of such payment under the Code or under any provision of state, local or foreign Tax law. To the extent that amounts are so withheld by Parent or the Exchange Agent, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the Person in respect of which such deduction and withholding was made.

Exchange Procedure. As soon as reasonably practicable after the Effective Time, the Surviving Corporation shall cause the Paying Agent shall to mail to each holder of record of a certificate or certificates that which immediately prior to the Effective Time represented outstanding shares of the Company Merger Common Stock (the “"Certificates”)") whose shares were converted into the right to receive the Merger Consideration pursuant to Section 3.01, (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Paying Agent and shall be in a such form and have such other provisions as Parent may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the Merger Consideration. Upon surrender of a Certificate for cancellation to the Paying Agent or to such other agent or agents as may be appointed by Parent, together with such letter of 15 9 transmittal, duly executed, and such other documents as may reasonably be required by the Paying Agentpursuant to such instructions, the holder of such Certificate shall be entitled to receive in exchange therefor the number amount of shares of Parent Common Stock cash into which the shares of the Company Merger Common Stock theretofore represented by such Certificate shall have been converted, converted pursuant to Section 2.1 3.01, and the Certificate so surrendered shall forthwith be canceledcancelled. In the event of a transfer of ownership of shares of the Company Merger Common Stock that which is not registered in the transfer records of the Company, payment may be made to a Person person other than the Person person in whose name the Certificate so surrendered is registered, registered if such Certificate shall be properly endorsed or otherwise be in proper form for transfer and the Person person requesting such payment shall pay any transfer or other taxes required by reason of the payment to a Person person other than the registered holder of such Certificate or establish to the satisfaction of the Surviving Corporation Parent that such tax has been paid or is not applicable. Until surrendered as contemplated by this Section 2.23.02, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Considerationamount of cash, without interest, into which the shares of the Company Merger Common Stock theretofore represented by such Certificate shall have been entitled to receive converted pursuant to Section 2.13.01. No interest will be paid or will accrue on the cash payable upon the surrender of any Certificate.

Exchange Procedure. As soon as reasonably practicable after the Effective Time, Purchaser shall instruct the Paying Agent shall to mail to each holder of record of a certificate or certificates that Certificate which immediately prior to the Effective Time represented outstanding shares of the Company Merger Common Stock (the “Certificates”), (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates held by such holder of Company Common Stock shall pass, only upon proper delivery of the Certificates to the Paying Agent and shall be in a such form and have such other provisions as Parent Purchaser may reasonably specify) ), and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the Merger Consideration. Upon surrender of a Certificate for cancellation to the Paying Agent or to such other agent or agents as may be reasonably appointed by ParentPurchaser, together with such letter of transmittal, duly completed and validly executed, and such other documents as may reasonably be required by the Paying Agent, the holder of such Certificate shall be entitled to receive in exchange therefor the number amount of shares of Parent Common Stock cash into which the shares of the Company Merger Common Stock theretofore formerly represented by such the Certificate shall have been converted, converted pursuant to Section 2.1 3.1(b), and the Certificate so surrendered shall forthwith be canceledcancelled. In the event of a transfer of ownership of shares of the Company Merger Common Stock that is not registered in the stock transfer records books of the Company, payment the proper amount of cash may be made paid in exchange therefor to a Person other than the Person in whose name the Certificate so surrendered is registered, registered if such the Certificate shall be properly endorsed or otherwise be in proper form for transfer and the Person requesting such payment shall pay any transfer or other taxes Taxes required by reason of the payment to a Person other than the registered holder of such the Certificate or establish to the reasonable satisfaction of Purchaser that the Surviving Corporation that such tax Tax has been paid or is not applicable. No interest shall be paid or shall accrue on any Merger Consideration, cash in lieu of fractional shares or on any unpaid dividends and distributions payable to holders of Certificates. In the event of a transfer of ownership of shares of Company Common Stock that is not registered in the transfer records of the Company, the Merger Consideration payable in respect of such shares of Company Common Stock may be paid to a transferee if the Certificate representing such shares of Company Common Stock is presented to the Exchange Agent, accompanied by all documents required to evidence and effect such transfer and the Person requesting such exchange shall pay to the Exchange Agent in advance any transfer or other Taxes required by reason of the delivery of the Merger Consideration in any name other than that of the registered holder of the Certificate surrendered, or required for any other reason, or shall establish to the satisfaction of the Exchange Agent that such Tax has been paid or is not payable. Until surrendered as contemplated by this Section 2.23.1, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration, without interest, which Consideration payable in respect of the shares of the Company Merger Common Stock theretofore represented by such Certificate shall have been entitled to receive pursuant to Section 2.1Certificate.

Exchange Procedure. As soon as reasonably practicable after the Effective Time, Parent shall cause the Paying Agent shall to mail to each holder of record of a certificate or certificates (the “Certificates”) that immediately prior to the Effective Time represented outstanding shares of Company Common Stock that were converted into the Company right to receive Merger Stock (the “Certificates”Consideration pursuant to Section 2.01(c), (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Paying Agent and shall be in a such form and have such other provisions as Parent and the Company may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the Merger Consideration. Upon surrender of a Certificate for cancellation cancelation to the Paying Agent or to such other agent or agents as may be appointed by ParentAgent, together with such letter of transmittal, duly executed, and such other documents as may reasonably be required by the Paying Agent, the holder of such Certificate shall be entitled to receive in exchange therefor the number amount of shares of Parent Common Stock cash into which the shares of the Company Merger Common Stock theretofore represented by such Certificate shall have been converted, converted pursuant to Section 2.1 2.01(c) and certain dividends and other distributions in respect of Company Common Stock in accordance with Section 2.02(c), and the Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of shares of the Company Merger Common Stock that is not registered in the transfer records of the Company, payment may be made to a Person person other than the Person person in whose name the Certificate so surrendered is registered, if such Certificate shall be properly endorsed or otherwise be in proper form for transfer and the Person person requesting such payment shall pay any transfer or other taxes required by reason of the payment to a Person person other than the registered holder of such Certificate or establish to the satisfaction of the Surviving Corporation Parent that such tax has been paid or is not applicable. Until surrendered as contemplated by this Section 2.22.02, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration, without interest, which Consideration and certain dividends or other distributions in accordance with Section 2.02(c). No interest shall be paid or accrue on the shares cash payable upon surrender of the Company Merger Stock theretofore represented by such Certificate shall have been entitled to receive pursuant to Section 2.1any Certificate.

Exchange Procedure. As soon as reasonably practicable after the Effective Time, the Surviving Corporation or Parent shall cause the Paying Agent shall to mail to each holder of record of a certificate or certificates that immediately prior to the Effective Time represented shares of the Company Merger Stock (the “Certificates”), Certificate (i) a form of letter of transmittal (which shall include an accompanying substitute IRS Form W-9 or the applicable IRS Form W-8, shall specify that delivery shall be effected, and risk of loss and title to the Certificates held by such person shall pass, only upon proper delivery of the Certificates to the Paying Agent and shall be in a form and have such other provisions (including customary provisions regarding delivery of an “agent’s message” with respect to shares held in book-entry form) as Parent may reasonably specifyspecify and which shall be reasonably acceptable to the Company) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the Merger Consideration. Upon surrender of a Certificate for cancellation to the Paying Agent or to such other agent or agents as may be appointed by Parent, together with such letter of transmittal, duly completed and validly executed, and such other documents as may reasonably be required by the Paying Agent, the holder of such Certificate shall be entitled to receive in exchange therefor the number amount of shares of Parent Common Stock into which cash equal to the shares of Merger Consideration that such holder has the Company Merger Stock theretofore represented by such Certificate shall have been converted, right to receive pursuant to Section 2.1 2.01(c), and the Certificate so surrendered shall forthwith be canceledcancelled. In the event of a transfer of ownership of shares of the Company Merger Common Stock that is not registered in the stock transfer records books of the Company, payment of the Merger Consideration in exchange therefor may be made to a Person person other than the Person person in whose name the Certificate so surrendered is registered, registered if such Certificate shall be properly endorsed or otherwise be in proper form for transfer and the Person person requesting such payment shall pay any transfer or other taxes required by reason of the payment to a Person person other than the registered holder of such Certificate or establish to the satisfaction of the Surviving Corporation that such tax has been paid or is not applicable. Until surrendered as contemplated by this Section 2.2, each Certificate No interest shall be deemed at paid or shall accrue on the cash payable upon surrender of any time after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration, without interest, which the shares of the Company Merger Stock theretofore represented by such Certificate shall have been entitled to receive pursuant to Section 2.1Certificate.

Exchange Procedure. As soon as reasonably practicable after the Effective Time, the Paying Transfer Agent shall mail to each holder of record of a certificate or certificates that which immediately prior to the Effective Time represented shares of the Company Merger Stock Shares (the “Certificates”"CERTIFICATES"), (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Paying Transfer Agent and shall be in a form and have such other provisions as Parent Buyer may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the Merger Consideration. Upon surrender of a Certificate for cancellation to the Paying Transfer Agent or to such other agent or agents as may be appointed by ParentBuyer, together with such letter of transmittal, duly executed, and such other documents as may reasonably be required by the Paying Transfer Agent, the holder of such Certificate shall be entitled to receive in exchange therefor the number of shares of Parent Common Stock into which Merger Consideration for the shares of the Company Merger Stock Shares theretofore represented by such Certificate shall have been convertedCertificate, pursuant to Section 2.1 and the Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of shares of the Company Merger Stock Shares that is not registered in the transfer records of the Company, payment transfer of the Merger Consideration may be made to a Person person other than the Person person in whose name the Certificate so surrendered is registered, if such Certificate shall be properly endorsed or otherwise be in proper form for transfer and the Person person requesting such payment transfer shall pay any transfer or other taxes required by reason of the payment to a Person person other than the registered holder of such Certificate or establish to the satisfaction of the Surviving Corporation that such tax has been paid or is not applicable. Until surrendered as contemplated by this Section 2.22.02, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration, without interest, which the shares of the Company Merger Stock Consideration for each Shares theretofore represented by such Certificate which shall have been entitled to receive converted pursuant to Section 2.12.01. No interest will be paid or will accrue on the Merger Consideration upon the surrender of any Certificate. In the event any Certificate shall have been lost, stolen or destroyed, Buyer may, in its discretion and as a condition precedent to the payment of the Merger Consideration in respect of the shares represented by such Certificate, require the owner of such lost, stolen or destroyed Certificate to deliver a bond in such sum as it may reasonably direct as indemnity against any claim that may be made against Buyer, the Surviving Corporation or the Transfer Agent.

Exchange Procedure. As soon as reasonably practicable after the Effective TimeTime of the Merger, the Paying Agent shall mail to each holder of record of a certificate or certificates that immediately prior to the Effective Time represented shares of the Company Merger Stock (the “Certificates”), Certificate (i) a form of letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates held by such Person (as defined herein) shall pass, only upon proper delivery of the Certificates to the Paying Agent and shall be in a customary form and have such other provisions as Parent Purchaser may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the Common Stock Merger Consideration. Upon surrender of a Certificate for cancellation to the Paying Agent or to such other agent or agents as may be appointed by ParentPurchaser, together with such letter of transmittal, duly completed and validly executed, and such other documents as may reasonably be required by the Paying Agent, the holder of such Certificate shall be entitled to receive in exchange therefor the number of shares of Parent Common Stock into which Merger Consideration in respect of the shares of the Company Merger Stock theretofore formerly represented by such Certificate shall have been converted, pursuant to Section 2.1 1.7(c), and the Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of shares of the Company Merger Chateau Common Stock that is not registered in the stock transfer records books of the CompanyChateau, payment may be made paid in exchange therefor to a Person other than the Person in whose name the Certificate so surrendered is registered, if such Certificate shall be properly endorsed or otherwise be in proper form for transfer transfer, and the Person requesting such payment shall pay any transfer or other taxes Taxes required by reason of the payment to a Person other than the registered holder of such Certificate or establish to the satisfaction of the Surviving Corporation Purchaser that such tax Tax has been paid or is not applicable. Until surrendered as contemplated by this Section 2.2, each Certificate No interest shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender paid or shall accrue on the Merger Consideration, without interest, which the shares Consideration or on any unpaid dividends payable upon surrender of the Company Merger Stock theretofore represented by such Certificate shall have been entitled to receive pursuant to Section 2.1any Certificate.

Exchange Procedure. As soon as reasonably practicable after the Effective Time, Parent shall cause the Paying Agent shall to mail to each holder of record of a certificate or certificates that which immediately prior to the Effective Time represented shares of the Company Merger Stock Shares (the “"Certificates”"), (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates (or affidavits of loss in lieu thereof) to the Paying Agent and shall be in a form and have such other provisions as Parent may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the Merger Consideration. Upon surrender of a Certificate for cancellation to the Paying Agent or to such other agent or agents as may be appointed by Parent, together with such letter of transmittal, duly executed, and such other documents as may reasonably be required by the Paying Agent, the holder of such Certificate shall be entitled to receive in exchange therefor the number amount of shares of Parent Common Stock cash into which the shares of the Company Merger Stock Shares theretofore represented by such Certificate shall have been converted, converted pursuant to Section 2.1 3.01, and the Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of shares of the Company Merger Stock Shares that is not registered in the transfer records of the Company, payment may be made to a Person person other than the Person person in whose name the Certificate so surrendered is registered, if such Certificate shall be properly endorsed or otherwise be in proper form for transfer and the Person person requesting such payment shall pay any transfer or other taxes required by reason of the payment to a Person person other than the registered holder of such Certificate or establish to the satisfaction of the Surviving Corporation that such tax has been paid or is not applicable. Until surrendered as contemplated by this Section 2.23.02, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Considerationamount of cash, without interest, into which the shares of the Company Merger Stock Shares theretofore represented by such Certificate shall have been entitled to receive converted pursuant to Section 2.13.01. No interest will be paid or will accrue on the cash payable upon the surrender of any Certificate.

Exchange Procedure. As soon as reasonably practicable after the Effective Time, the Paying Agent shall mail to each holder of record of a certificate or certificates that immediately prior to the Effective Time represented shares of the Company Merger Stock Shares or Class B Shares (the “"Certificates”"), (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Paying Agent and shall be in a form and have such other provisions as Parent may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the Merger Consideration. Upon surrender of a Certificate for cancellation to the Paying Agent or to such other agent or agents as may be appointed by Parent, together with such letter of transmittal, duly executed, and such other documents as may reasonably be required by the Paying Agent, the holder of such Certificate shall be entitled to receive in exchange therefor the number amount of shares of Parent Common Stock cash into which the shares of the Company Merger Stock Shares or Class B Shares theretofore represented by such Certificate shall have been converted, converted pursuant to Section 2.1 3.01, and the Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of shares of the Company Merger Stock Shares or Class B Shares that is not registered in the transfer records of the Company, payment may be made to a Person person other than the Person person in whose name the Certificate so surrendered is registered, if such Certificate shall be properly endorsed or otherwise be in proper form for transfer and the Person person requesting such payment shall pay any transfer or other taxes required by reason of the payment to a Person person other than the registered holder of such Certificate or establish to the satisfaction of the Surviving Corporation that such tax has been paid or is not applicable. Until surrendered as contemplated by this Section 2.23.02, each Certificate (other than Certificates representing Dissenting Shares) shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Considerationamount of cash, without interest, into which the shares of the Company Merger Stock Shares or Class B Shares theretofore represented by such Certificate shall have been entitled to receive converted pursuant to Section 2.13.01. No interest will be paid or will accrue on the cash payable upon the surrender of any Certificate. Parent, Sub, the Surviving Corporation, the Company or the Paying Agent shall be entitled to deduct and withhold from the consideration otherwise payable pursuant to this Agreement to any holder of Shares or Class B Shares such amounts as Parent, Sub, the Surviving Corporation, the Company or the Paying Agent is required to deduct and withhold with respect to the making of such payment under the Code (as hereinafter defined) or under any provisions of state, local or foreign tax law. To the extent that amounts are so withheld by Parent, Sub, the Surviving Corporation, the Company or the Paying Agent, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the holder of the Shares or Class B Shares in respect of which such deduction or withholding was made by Parent, Sub, the Surviving Corporation, the Company or the Paying Agent.

Exchange Procedure. As With respect to the Company Common Stock of the Principal Company Stockholders and the Company Preferred Stock of the holders thereof, not less than two business days prior to the Closing Date the PCS Paying Agent shall mail or otherwise deliver to each Principal Company Stockholder or holder of Company Preferred Stock that is a holder of record of certificate or certificates (the “Certificates”) that immediately prior to the Effective Time will represent outstanding shares of Company Common Stock or Company Preferred Stock whose shares will be converted into the right to receive the Merger Consideration pursuant to Section 2.01, (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the PCS Paying Agent and shall be in such form and have such other provisions as Parent may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates at the Effective Time in exchange for Merger Consideration. With respect to the other Company Common Stock, as soon as reasonably practicable after the Effective Time, the Other Paying Agent shall mail to each other holder of record of a certificate Certificate or certificates Certificates that immediately prior to the Effective Time represented outstanding shares of Company Common Stock whose shares were converted into the Company right to receive Merger Stock (the “Certificates”)Consideration pursuant to Section 2.01, (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Paying Agent and shall be in a such form and have such other provisions as Parent may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the Merger Consideration. Upon surrender of a Certificate for cancellation cancelation to the applicable Paying Agent or to such other agent or agents as may be appointed by ParentAgent, together with such letter of transmittal, duly executed, and such other documents as may reasonably be required by the Paying Agent, the holder of such Certificate shall be entitled to receive in exchange therefor the number amount of shares of Parent Common Stock cash into which the shares of the Company Merger Common Stock or Company Preferred Stock theretofore represented by such Certificate shall have been converted, converted pursuant to Section 2.1 2.01, and the Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of shares of the Company Merger Common Stock that is not registered in the transfer records of the Company, payment may be made to a Person person other than the Person person in whose name the Certificate so surrendered is registered, if such Certificate shall be properly endorsed or otherwise be in proper form for transfer and the Person person requesting such payment shall pay any transfer or other taxes required by reason of the payment to a Person person other than the registered holder of such Certificate or establish to the satisfaction of the Surviving Corporation Parent that such tax has been paid or is not applicable. Until surrendered as contemplated by this Section 2.22.02, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Considerationamount of cash, without interest, into which the shares of the Company Merger Common Stock or Company Preferred Stock theretofore represented by such Certificate shall have been entitled to receive converted pursuant to Section 2.12.01. No interest shall be paid or accrue on the cash payable upon surrender of any Certificate.

Exchange Procedure. As soon as reasonably practicable after the Effective Time, the Paying Surviving Corporation shall cause the Payment Agent shall to mail to each holder of record of a certificate or certificates that which immediately prior to the Effective Time represented outstanding shares of the Company Merger Common Stock (the “"Certificates”"), (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Paying Payment Agent and shall be in a such form and have such other provisions as the Parent may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the Merger Consideration. Upon surrender of a Certificate for cancellation to the Paying Payment Agent or to such other agent or agents as may be appointed by the Parent, together with such letter of transmittal, duly executed, and such other documents as may reasonably be required by the Paying Agentpursuant to such instructions, the holder of such Certificate shall be entitled to receive in exchange therefor the number of shares of Parent Common Stock into which the shares of the Company Merger Stock theretofore represented by such Certificate shall have been convertedConsideration, pursuant to Section 2.1 and the Certificate so surrendered shall forthwith be canceledcancelled. In the event of a transfer of ownership of shares of the Company Merger Common Stock that which is not registered in the transfer records of the Company, payment may be made to a Person person other than the Person person in whose name the Certificate so surrendered is registered, registered if such Certificate shall be properly endorsed or otherwise be in proper form for transfer and the Person person requesting such payment shall pay any transfer or other taxes required by reason of the payment to a Person person other than the registered holder of such Certificate or establish to the satisfaction of the Surviving Corporation Parent that such tax has been paid or is not applicable. Until surrendered as contemplated by this Section 2.23.2, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Considerationamount of cash, without interest, into which the shares of the Company Merger Common Stock theretofore represented by such Certificate shall have been entitled to receive converted pursuant to Section 2.13.1. No interest will be paid or will accrue on the cash payable upon the surrender of any Certificate.

Exchange Procedure. As soon as reasonably practicable after the Effective Time, Parent shall cause the Paying Agent shall to mail to each holder of record of a certificate one or certificates that immediately prior to the Effective Time represented more shares of the Company Merger Stock (the “Certificates”)Common Stock, (i) a letter of transmittal (in a form mutually agreed upon by Parent and the Surviving Corporation, which shall specify that delivery shall be effected, and risk of loss and title to the Certificates or Uncertificated Shares shall pass, only upon delivery of the Certificates to the Paying Agent and shall be or in a form the case of Uncertificated Shares, such other documents as Parent may reasonably specify) be required by the Paying Agent and (ii) instructions for use in effecting the surrender or exchange of the Certificates or Uncertificated Shares in exchange for the Merger Consideration. Upon surrender of a Certificate for cancellation to the Paying Agent or to such other agent or agents as may be appointed by Parent, together with such letter of transmittal, duly executed, and such other documents as may reasonably be required by the Paying Agent or in the case of Uncertificated Shares, such other documents as may reasonably be required by the Paying Agent, Parent or the Surviving Corporation shall pay or cause to be paid to the holder of such Certificate shall be entitled to receive or Uncertificated Share in exchange therefor the number amount of shares of Parent Common Stock cash into which the shares of the Company Merger Common Stock theretofore represented by such Certificate or Uncertificated Share shall have been converted, converted pursuant to Section 2.1 2.01, and the Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of shares of the Company Merger Common Stock that is not registered in the transfer records of the Company, payment may be made to a Person person other than the Person person in whose name the Certificate so surrendered is registered, if such Certificate shall be properly endorsed or otherwise be in proper form for transfer and the Person person requesting such payment shall pay any transfer or other taxes required by reason of the payment to a Person person other than the registered holder of such Certificate or establish to the satisfaction of the Surviving Corporation that such tax has been paid or is not applicable. Until surrendered or exchanged as contemplated by this Section 2.22.02, each Certificate or Uncertificated Share shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender or exchange the Merger Considerationamount of cash, without interest, into which the shares of the Company Merger Common Stock theretofore represented by such Certificate or Uncertificated Share shall have been entitled to receive converted pursuant to Section 2.12.01. No interest will be paid or will accrue on the cash payable upon the surrender or exchange of any Certificate or Uncertificated Share.

Exchange Procedure. As soon as reasonably practicable after the Effective Time, the Paying Agent shall mail to each holder of record of a certificate or certificates that immediately prior to the Effective Time represented shares of the Company Merger Stock Shares (the “"Certificates”"), (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Paying Agent and shall be in a form and have such other provisions as Parent may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the Merger Consideration. Upon surrender of a Certificate for cancellation to the Paying Agent or to such other agent or agents as may be appointed by Parent, together with such letter of transmittal, duly executed, and such other documents as may reasonably be required by the Paying Agent, the holder of such Certificate shall be entitled to receive in exchange therefor therefor, and the number Paying Agent shall pay pursuant to irrevocable instructions given by Subsidiary or Parent, the amount of shares of Parent Common Stock cash into which the shares of the Company Merger Stock Shares theretofore represented by such Certificate shall have been converted, converted pursuant to Section 2.1 3.1, and the Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of shares of the Company Merger Stock Shares that is not registered in the transfer records of the Company, payment may be made to a Person person other than the Person person in whose name the Certificate so surrendered is registered, if such Certificate shall be properly endorsed or otherwise be in proper form for transfer and the Person person requesting such payment shall pay any transfer or other taxes required by reason of the payment to a Person person other than the registered holder of such Certificate or establish to the satisfaction of the Surviving Corporation that such tax has been paid or is not applicable. Until surrendered as contemplated by this Section 2.23.2, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Considerationamount of cash, without interest, into which the shares of the Company Merger Stock Shares theretofore represented by such Certificate shall have been entitled to receive converted pursuant to Section 2.13.1. No interest will be paid or will accrue on the cash payable upon the surrender of any Certificate.

Exchange Procedure. As soon as reasonably practicable after the Effective Time, the Paying Agent shall mail to each holder of record of a certificate Certificate or certificates that immediately prior to the Effective Time represented shares of the Company Merger Stock (the “Certificates”), (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Paying Agent and shall be in a form and have such other provisions as Parent may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the Merger Consideration. Upon surrender of a Certificate for cancellation to the Paying Agent or to such other agent or agents as may be appointed by Parent, together with such letter of transmittal, duly executed, and such other documents as may reasonably be required by the Paying Agent, the holder of such Certificate shall be entitled to receive in exchange therefor the number of shares of Parent Common Stock Merger Consideration into which the shares of the Company Merger Common Stock theretofore represented by such Certificate shall have been converted, converted pursuant to Section 2.1 3.01, and the Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of shares of the Company Merger Common Stock that which is not registered in the transfer records of the Company, payment may be made to a Person other than the Person in whose name the Certificate so surrendered is registered, if such Certificate shall be properly endorsed or otherwise be in proper form for transfer and the Person requesting such payment shall (A) pay any transfer or other taxes Taxes required by reason of the payment to a Person other than the registered holder of such Certificate Certificate, or (B) establish to the satisfaction of the Surviving Corporation that such tax Tax has been paid or is otherwise not applicable. Until surrendered as contemplated by this Section 2.23.02, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration, without interest, into which the shares of the Company Merger Common Stock theretofore represented by such Certificate shall have been entitled to receive converted pursuant to Section 2.13.01(c). No interest shall be paid or shall accrue on any Merger Consideration payable upon the surrender of any Certificate.

Exchange Procedure. As soon as reasonably practicable after the Effective Time, the Paying Surviving Corporation shall cause the Exchange Agent shall to mail to each holder of record of a certificate or certificates that immediately prior to the Effective Time represented shares of the Company Merger Stock Shares (the “"Certificates”"), (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Paying Exchange Agent and shall be in a form and have such other provisions as Parent may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the Merger Considerationconsideration contemplated by Section 3.1 and this Section 3.2, including cash in lieu of fractional shares. Upon surrender of a Certificate for cancellation to the Paying Agent or to such other agent or agents as may be appointed by ParentExchange Agent, together with such letter of transmittal, duly executed, and such other documents as may reasonably be required by the Paying Exchange Agent, the holder of such Certificate shall be entitled to receive in exchange therefor the (x) a certificate representing that number of shares whole Parent Shares and (y) a check representing the amount of cash in lieu of fractional shares, if any, and unpaid dividends and distributions with respect to the Parent Common Stock into which Shares as provided for in Section 3.2(c), if any, that such holder has the shares right to receive in respect of the Company Merger Stock theretofore Certificate surrendered pursuant to the provisions of this Article III, after giving effect to any required withholding tax, and the Shares represented by such Certificate shall have been converted, pursuant to Section 2.1 and the Certificate so surrendered shall forthwith be canceled. No interest will be paid or accrued on the cash payable to holders of Shares. In the event of a transfer of ownership of shares of the Company Merger Stock Shares that is not registered in the transfer records of the Company, payment a certificate representing the proper number of Parent Shares, together with a check for the cash to be paid pursuant to this Section 3.2 may be made issued to such a Person other than the Person in whose name the Certificate so surrendered is registered, transferee if such Certificate shall be properly endorsed or otherwise be in proper form for transfer and the Person requesting such payment transferee shall pay any transfer or other taxes required by reason of the payment to a Person person other than the registered holder of such Certificate or establish to the satisfaction of the Surviving Corporation that such tax has been paid or is not applicable. Until surrendered as contemplated by this Section 2.2, each Certificate Parent or the Exchange Agent shall be deemed at entitled to deduct and withhold from the consideration otherwise payable pursuant to this Agreement to any time after holder of Shares such amounts as Parent or the Effective Time Exchange Agent is required to represent only deduct and withhold with respect to the right making of such payment under the Code or under any provision of state, local or foreign tax law. To the extent that amounts are so withheld by Parent or the Exchange Agent, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to receive upon such surrender the Merger Consideration, without interest, which the shares holder of the Company Merger Stock theretofore represented Shares in respect of which such deduction and withholding was made by such Certificate shall have been entitled to receive pursuant to Section 2.1Parent or the Exchange Agent.

Exchange Procedure. As soon as reasonably practicable after the ------------------ Effective Time, the Paying Agent shall mail to each holder of record of a certificate or certificates that which immediately prior to the Effective Time represented outstanding shares of the Company Merger Common Stock (the “"Certificates”)") ------------ whose shares were converted into the right to receive the Merger Consideration pursuant to Section 3.1, (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Paying Agent and shall be in a form and have such other provisions as Parent may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the Merger Consideration. Upon surrender of a Certificate for cancellation to the Paying Agent or to such other agent or agents as may be appointed by Parent, together with such letter of transmittal, duly executed, and such other documents as may reasonably be required by the Paying Agent, the holder of such Certificate shall be entitled to receive in exchange therefor the number of shares of Parent Common Stock into which the shares of the Company Merger Stock theretofore represented by such Certificate shall have been convertedConsideration, pursuant to Section 2.1 and the Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of shares of the Company Merger Common Stock that which is not registered in the transfer records of the Company, payment may be made to a Person person other than the Person person in whose name the Certificate so surrendered is registered, if such Certificate shall be properly endorsed or otherwise be in proper form for transfer and the Person person requesting such payment shall pay any transfer or other taxes required by reason of the payment to a Person person other than the registered holder of such Certificate or establish to the satisfaction of the Surviving Corporation that such tax has been paid or is not applicable. Until surrendered as contemplated by this Section 2.23.2, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration, without interest, which . No interest will be paid or will accrue on the shares cash payable upon the surrender of the Company Merger Stock theretofore represented by such Certificate shall have been entitled to receive pursuant to Section 2.1any Certificate.

Exchange Procedure. (i) As soon promptly as reasonably practicable after the Effective Time, Time (but in any event no later than five Business Days after the Paying Agent receives an electronic copy of the Company’s stock records as of the Effective Time, suitable for the Paying Agent’s use, from the Company’s transfer agent), Acquirer shall instruct the Paying Agent to mail to each holder of record of a certificate or certificates that immediately prior Certificates whose shares were converted into the right to the Effective Time represented shares of the Company receive Merger Stock (the “Certificates”Consideration pursuant to Section 2.01(c), (i) a letter of transmittal (which shall specify that delivery shall be effectedreasonably acceptable to Acquirer and the Company, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Paying Agent and shall be in a form as Parent may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the Merger Consideration. Upon surrender of a Certificate for cancellation to the Paying Agent or to such other agent or agents as may be appointed by ParentAgent, together with such letter of transmittal, duly executed, and such other documents as may reasonably be required by the Paying Agent, the holder of such Certificate shall be entitled to receive in exchange therefor therefor, and the number Paying Agent shall deliver in accordance with the letter of shares transmittal as promptly as practicable, the amount of Parent Common Stock cash into which the shares of the Company Merger Common Stock theretofore represented by such Certificate shall have been converted, converted pursuant to Section 2.1 2.01(c), and the Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of shares of the Company Merger Common Stock that is not registered in the transfer records of the Company, payment may be made to a Person person other than the Person person in whose name the Certificate so surrendered is registered, if such Certificate shall be properly endorsed or otherwise be in proper form for transfer and the Person person requesting such payment shall pay any transfer or other taxes Taxes (as defined in Section 9.03) required by reason of the payment to a Person person other than the registered holder of such Certificate or establish to the satisfaction of the Surviving Corporation Acquirer that such tax Tax has been paid or is not applicable. Until surrendered as contemplated by this Section 2.22.02(b)(i), each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Considerationamount of cash, without interest, into which the shares of the Company Merger Common Stock theretofore represented by such Certificate shall have been entitled to receive converted pursuant to Section 2.12.01. No interest shall be paid or accrue on the cash payable upon surrender of any Certificate. (ii) Upon the Effective Time, the Company shall deliver to the Paying Agent an electronic listing, suitable for the Paying Agent’s use, of each holder of Company Stock Options who has not previously exercised his or her Company Stock Options and who has executed and delivered an option cancellation agreement. Prior to or at the Effective Time, Acquirer shall instruct the Paying Agent to deliver the Cancellation Consideration due each such holder in accordance with Section 2.01(e) as promptly as practicable following the Effective Time, but in no event later than five Business Days thereafter. Following the Effective Time, upon the execution and delivery of an option cancellation agreement by any holder of Company Stock Options, the Surviving Corporation shall provide the Paying Agent with an electronic listing suitable for the Paying Agent’s use with respect to such holder, and shall instruct the Paying Agent to deliver the Cancellation Consideration due such holder in accordance with Section 2.01(e) as promptly as practicable, but in no event later than five Business Days after the Paying Agent receives such listing. Payment of the Cancellation Consideration shall be net of any required withholding taxes, and no interest shall be paid or accrue thereon.

Exchange Procedure. As soon as reasonably practicable after the Effective Time, the Paying Agent shall mail to each holder of record of a certificate Certificate or certificates that immediately prior Certificates, other than holders of Certificates representing Shares referred to the Effective Time represented shares of the Company Merger Stock (the “Certificates”in Section 3.01(b), (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Paying Agent and shall be in a form and have such other provisions as Parent may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the Merger Consideration. Upon surrender of a Certificate for cancellation to the Paying Agent or to such other agent or agents as may be appointed by Parent, together with such letter of transmittal, duly executed, and such other documents as may reasonably be required by the Paying Agent, the holder of such Certificate shall be entitled to receive in exchange therefor the number of shares of Parent Common Stock into which the shares of the Company Merger Stock Consideration, for each Share theretofore represented by such Certificate shall have been convertedCertificate, pursuant to Section 2.1 and the Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of shares of the Company Merger Stock Shares that is not registered in the transfer records of the Company, payment may be made to a Person other than the Person in whose name the Certificate so surrendered is registered, if such Certificate shall be properly endorsed or otherwise be in proper form for transfer and the Person requesting such payment shall (A) pay to the Paying Agent any transfer Stock Transfer Taxes or other taxes Taxes required by reason of the payment to a Person other than the registered holder of such Certificate Certificate, or (B) establish to the satisfaction of Parent or the Surviving Corporation that such tax Tax has been paid or is otherwise not applicable. Until surrendered as contemplated by this Section 2.23.02, each Certificate (other than Certificates representing Appraisal Shares) shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration, without interest, into which the shares of the Company Merger Stock Shares theretofore represented by such Certificate shall have been entitled to receive converted pursuant to Section 2.13.01(c). No interest shall be paid or shall accrue on any Merger Consideration payable upon the surrender of any Certificate.

Exchange Procedure. As soon as reasonably practicable after the Effective Time, but in any event not later than five Business days thereafter, the Paying Agent shall mail to each holder of record of (x) a certificate or certificates that immediately prior to the Effective Time represented shares of the Company Merger Common Stock (the “Company Certificates”) and (y) any non-certificated shares held by book entry (“Book Entry Shares”), (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Company Certificates to the Paying Agent and shall be in a form and have such other provisions as Parent may reasonably specify) and (ii) instructions for use in effecting the surrender of the Company Certificates and Book Entry Shares in exchange for the Merger ConsiderationConsideration as provided in Section 1.6(b). Exchange of any Book Entry Shares shall be effected in accordance with the Exchange Agent’s customary procedures with respect to securities represented by book entry. Upon surrender of a Company Certificate or Book Entry Share for cancellation to the Paying Agent or to such other agent or agents as may be appointed by Parent, together with such letter of transmittal, duly executed, and such other documents as may reasonably be required by the Paying Agent, the holder of such Company Certificate or Book Entry Share shall be entitled to receive in exchange therefor the number of shares of Parent Common Stock into which the shares of Merger Consideration, and the Company Merger Stock theretofore represented by such Certificate shall have been converted, pursuant to Section 2.1 and the Certificate or Book Entry Share so surrendered shall forthwith be canceledcancelled. Parent shall cause the Paying Agent to make all payments required pursuant to the preceding sentence as soon as practicable following the valid surrender of Company Certificates or Book Entry Shares. In the event of a transfer of ownership of shares of the Company Merger Common Stock that is not registered in the transfer records of the Company, payment may be made to a Person other than the Person in whose name the Company Certificate so surrendered is registered, if such Company Certificate shall be properly endorsed or otherwise be in proper form for transfer and the Person requesting such payment shall pay any transfer or other taxes required by reason of the payment to a Person other than the registered holder of such Company Certificate or establish to the satisfaction of the Surviving Corporation that such tax has been paid or is not applicable. Until surrendered as contemplated by this Section 2.21.7(b), each Company Certificate and Book Entry Share shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration, without interest, which the shares of the Company Merger Stock theretofore represented by such Certificate shall have been entitled to receive Consideration pursuant to Section 2.11.6(b). No interest will be paid or will accrue on the cash payable upon the surrender of any Company Certificate or Book Entry Share. All amounts payable hereunder to a holder of Company Stock shall be rounded to the nearest cent.

Exchange Procedure. As soon as reasonably practicable after the Effective Time (but no later than the second Business Day following the Effective Time), the Surviving Corporation shall cause the Paying Agent shall to mail to each holder of record of a certificate or certificates that immediately prior to Certificate as of the Effective Time represented shares of the Company Merger Stock (the “Certificates”)Time, (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Paying Agent and shall be in a customary form and have such other provisions as Parent may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates a Certificate in exchange for the Merger ConsiderationConsideration payable in respect of each Company Common Share formerly represented by such Certificate. Upon surrender of a Certificate for cancellation to the Paying Agent or to such other agent or agents as may be appointed by ParentAgent, together with such letter of transmittal, duly completed and validly executed, and such other documents as may reasonably be required by the Paying Agent, the holder of such Certificate shall be entitled to receive in exchange therefor the number amount of shares of Parent Common Stock cash into which the shares of the Company Merger Stock theretofore formerly represented by such Certificate shall have been converted, converted into the right to receive pursuant to Section 2.1 2.1(c), and the Certificate so surrendered shall forthwith be canceledcancelled. In the event of a transfer of ownership of shares of the Company Merger Stock Common Shares that is not registered in the share transfer records books of the Company, payment the proper amount of cash may be made paid in exchange therefor to a Person other than the Person in whose name the Certificate so surrendered is registered, registered if such Certificate shall be properly endorsed or otherwise be in proper form for transfer and the Person requesting such payment shall pay any transfer or other taxes required by reason of the payment to a Person other than the registered holder of such Certificate or establish to the satisfaction of the Surviving Corporation Parent that such tax has been paid or is not applicable. Until surrendered as contemplated by this Section 2.2, each Certificate No interest shall be deemed at paid or shall accrue on the cash payable upon surrender of any time after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration, without interest, which the shares of the Company Merger Stock theretofore represented by such Certificate shall have been entitled to receive pursuant to Section 2.1Certificate.

Exchange Procedure. As soon as reasonably practicable after the Effective Time, the Paying Agent shall mail to each holder of record (other than the Parent) of a certificate or certificates that which immediately prior to the Effective Time represented shares of the Company Merger Common Stock (the “"Certificates”), ") and to each holder of Company Options at the Effective Time (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Paying Agent and shall be in a form and have such other provisions as Parent the Company may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates and Company Options in exchange for the Merger Consideration or Option Consideration, as applicable. Upon surrender of a Certificate or Company Option for cancellation to the Paying Agent or to such other agent or agents as may be appointed by Parentthe Company, together with such letter of transmittal, duly executed, and such other documents as may reasonably be required by the Paying Agent, the holder of such Certificate or Company Option, as the case may be, shall be entitled to receive in exchange therefor the number amount of shares of Parent Common Stock cash into which the shares of the Company Merger Stock theretofore represented by such Certificate or Company Option, as the case may be, shall have been converted, converted pursuant to Section 2.1 3.01, and the Certificate or Company Option, as the case may be, so surrendered shall forthwith be canceled. In the event of a transfer of ownership of shares of the Company Merger Stock that is not registered in the transfer records of the Company, payment may be made to a Person person other than the Person person in whose name the Certificate so surrendered is registered, if such Certificate shall be properly endorsed or otherwise be in proper form for transfer and the Person person requesting such payment shall pay any transfer or other taxes required by reason of the payment to a Person person other than the registered holder of such Certificate or establish to the satisfaction of the Surviving Corporation that such tax has been paid or is not applicable. Until surrendered as contemplated by this Section 2.23.02, each Certificate and Company Option shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration or Option Consideration, respectively, without interest, which . No interest will be paid or will accrue on the shares of the Company Merger Stock theretofore represented by such Certificate shall have been entitled to receive pursuant to Section 2.1Consideration or Option Consideration.

Exchange Procedure. As soon as reasonably practicable Promptly after the Effective TimeTime (and in any event within two (2) Business Days), the Surviving Corporation or Parent shall cause the Paying Agent shall to mail to each holder of record of a certificate or certificates Certificate that immediately prior to the Effective Time represented shares of the Company Common Stock that were converted into the right to receive the Merger Stock (the “Certificates”)Consideration pursuant to Section 2.01, (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 which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates Certificates, or affidavits of loss in lieu thereof as provided in Section 2.02(g), to the Paying Agent and shall be in a form as Parent may reasonably specifyAgent) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the Merger Consideration. Upon surrender of a Certificate for cancellation to the Paying Agent or to such other agent or agents as may be appointed by Parentfor cancelation, together with such letter of transmittal, duly completed and validly executed, and such other documents as may reasonably be required by the Paying Agent, the holder of such Certificate shall be entitled to receive in exchange therefor the number amount of shares of Parent Common Stock Merger Consideration into which the shares of the Company Merger Common Stock theretofore represented by such Certificate shall have been converted, converted pursuant to Section 2.1 2.01, and the Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of shares of the Company Merger Common Stock that is not registered in the transfer records of the Company, payment may be made to a Person person other than the Person person in whose name the Certificate so surrendered is registered, if such Certificate shall be properly endorsed or otherwise be in proper form for transfer and the Person person requesting such payment shall pay any transfer or other taxes Taxes required by reason of the payment to a Person person other than the registered holder of such Certificate or establish to the satisfaction of the Surviving Corporation Parent that such tax Tax has been paid or is not applicable. Until surrendered as contemplated by this Section 2.22.02, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the amount of Merger Consideration, without interest, into which the shares of the Company Merger Common Stock theretofore represented by such Certificate shall have been entitled to receive converted pursuant to Section 2.12.01. No interest shall be paid or accrue on the cash payable upon surrender of any Certificate.

Exchange Procedure. As With respect to the Company Common Stock of the Principal Company Stockholders and the Company Preferred Stock of the holders thereof, not less than two business days prior to the Closing Date the PCS Paying Agent shall mail or otherwise deliver to each Principal Company Stockholder or holder of Company Preferred Stock that is a holder of record of certificate or certificates (the "Certificates") that immediately prior to the Effective Time will represent outstanding shares of Company Common Stock or Company Preferred Stock whose shares will be converted into the right to receive the Merger Consideration pursuant to Section 2.01, (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the PCS Paying Agent and shall be in such form and have such other provisions as Parent may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates at the Effective Time in exchange for Merger Consideration. With respect to the other Company Common Stock, as soon as reasonably practicable after the Effective Time, the Other Paying Agent shall mail to each other holder of record of a certificate Certificate or certificates Certificates that immediately prior to the Effective Time represented outstanding shares of Company Common Stock whose shares were converted into the Company right to receive Merger Stock (the “Certificates”)Consideration pursuant to Section 2.01, (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Paying Agent and shall be in a such form and have such other provisions as Parent may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the Merger Consideration. Upon surrender of a Certificate for cancellation cancelation to the applicable Paying Agent or to such other agent or agents as may be appointed by ParentAgent, together with such letter of transmittal, duly executed, and such other documents as may reasonably be required by the Paying Agent, the holder of such Certificate shall be entitled to receive in exchange therefor the number amount of shares of Parent Common Stock cash into which the shares of the Company Merger Common Stock or Company Preferred Stock theretofore represented by such Certificate shall have been converted, converted pursuant to Section 2.1 2.01, and the Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of shares of the Company Merger Common Stock that is not registered in the transfer records of the Company, payment may be made to a Person person other than the Person person in whose name the Certificate so surrendered is registered, if such Certificate shall be properly endorsed or otherwise be in proper form for transfer and the Person person requesting such payment shall pay any transfer or other taxes required by reason of the payment to a Person person other than the registered holder of such Certificate or establish to the satisfaction of the Surviving Corporation Parent that such tax has been paid or is not applicable. Until surrendered as contemplated by this Section 2.22.02, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Considerationamount of cash, without interest, into which the shares of the Company Merger Common Stock or Company Preferred Stock theretofore represented by such Certificate shall have been entitled to receive converted pursuant to Section 2.12.01. No interest shall be paid or accrue on the cash payable upon surrender of any Certificate.

Exchange Procedure. As soon as reasonably practicable after the Effective Time, the Surviving Corporation shall cause the Paying Agent shall to mail to each holder of record of a certificate or certificates that immediately prior to the Effective Time represented shares of the Company Merger Stock Shares (the “"Certificates”"), (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Paying Agent and shall be in a form and have such other provisions as Parent may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the Merger ConsiderationConsideration as provided in Section 3.1. Upon surrender of a Certificate for cancellation to the Paying Agent or to such other agent or agents as may be appointed by Parent, together with such letter of transmittal, duly executed, and such other documents as may reasonably be required by the Paying Agent, the holder of such Certificate shall be entitled to receive in exchange therefor the number amount of shares of Parent Common Stock cash, without interest or dividends, into which the shares of the Company Merger Stock Shares theretofore represented by such Certificate shall have been converted, converted pursuant to Section 2.1 3.1, and the Certificate so surrendered shall forthwith be canceledcancelled. In the event of a transfer of ownership of shares of the Company Merger Stock Shares that is not registered in the transfer records of the Company, payment may be made to a Person other than the Person in whose name the Certificate so surrendered is registered, if such Certificate shall be properly endorsed or otherwise be in proper form for transfer and the Person requesting such payment shall pay any transfer or other taxes required by reason of the payment to a Person other than the registered holder of such Certificate or establish to the satisfaction of the Surviving Corporation that such tax has been paid or is not applicable. Until surrendered as contemplated by this Section 2.23.2, each Certificate (other than Certificates representing Dissenting Shares) shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Considerationamount of cash, without interestinterest or dividends, into which the shares Shares of the Company Merger Stock stock theretofore represented by such Certificate shall have been entitled to receive converted pursuant to Section 2.13.1. No interest shall be paid or shall accrue on the cash payable upon the surrender of any Certificate. Parent or the Paying Agent shall be entitled to deduct and withhold from the consideration otherwise payable pursuant to this Agreement to any holder of Shares such amounts as Parent or the Paying Agent is required to deduct and withhold with respect to the making of such payment under the Code or under any provision of state, local or foreign tax law. To the extent that amounts are so withheld by Parent or the Paying Agent, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the holder of the Shares in respect of which such deduction and withholding was made by the Parent or the Paying Agent.

Exchange Procedure. As soon promptly as reasonably practicable after the Effective Time, the Paying Agent shall mail to each holder of record of a certificate or certificates that immediately prior Certificates whose shares were converted into the right to the Effective Time represented shares of the Company receive Merger Stock (the “Certificates”Consideration pursuant to Section 2.01(c), (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Paying Agent and shall be in a such form and have such other provisions as Parent may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the Merger Consideration. Upon surrender of a Certificate for cancellation to the Paying Agent or to such other agent or agents as may be appointed by Parent, together with such letter of transmittal, duly executed, and such other documents as may reasonably be required by the Paying Agent, the holder of such Certificate shall be entitled to receive in exchange therefor the number amount of shares of Parent Common Stock cash into which the shares of the Company Merger Common Stock theretofore represented by such Certificate shall have been converted, converted pursuant to Section 2.1 2.01(c), and the Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of shares of the Company Merger Common Stock that is not registered in the transfer records of the Company, payment may be made to a Person person other than the Person person in whose name the Certificate so surrendered is registered, if such Certificate shall be properly endorsed or otherwise be in proper form for transfer and the Person person requesting such payment shall pay any transfer or other taxes Taxes (as defined in Section 3.09(n)) required by reason of the payment to a Person person other than the registered holder of such Certificate or establish to the satisfaction of the Surviving Corporation Parent that such tax Tax has been paid or is not applicable. Until surrendered as contemplated by this Section 2.22.02, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Considerationamount of cash, without interest, into which the shares of the Company Merger Common Stock theretofore represented by such Certificate shall have been entitled to receive converted pursuant to Section 2.12.01. No interest shall be paid or accrue on the cash payable upon surrender of any Certificate.

Exchange Procedure. As soon as reasonably practicable after the Effective Time, the Paying Agent shall mail to each holder of record of a certificate or certificates that which immediately prior to the Effective Time represented shares of the Company Merger Stock Shares (the “"Certificates”"), (i) a letter of transmittal in a form mutually agreed upon by the Parent and Surviving Corporation (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Paying Agent and shall be in a form as Parent may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the Merger Consideration. Upon surrender of a Certificate for cancellation to the Paying Agent or to such other agent or agents as may be appointed by Parent, together with such letter of transmittal, duly executed, and such other documents as may reasonably be required by the Paying Agent, Parent or the Surviving Corporation shall pay or cause to be paid to the holder of such Certificate shall be entitled to receive in exchange therefor the number amount of shares of Parent Common Stock cash into which the shares of the Company Merger Stock Shares theretofore represented by such Certificate shall have been converted, converted pursuant to Section 2.1 3.01, and the Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of shares of the Company Merger Stock Shares that is not registered in the transfer records of the Company, payment may be made to a Person person other than the Person person in whose name the Certificate so surrendered is registered, if such Certificate shall be properly endorsed or otherwise be in proper form for transfer and the Person person requesting such payment shall pay any transfer or other taxes required by reason of the payment to a Person person other than the registered holder of such Certificate or establish to the satisfaction of the Surviving Corporation that such tax has been paid or is not applicable. Until surrendered as contemplated by this Section 2.23.02, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Considerationamount of cash, without interest, into which the shares of the Company Merger Stock Shares theretofore represented by such Certificate shall have been entitled to receive converted pursuant to Section 2.13.01. No interest will be paid or will accrue on the cash payable upon the surrender of any Certificate.

Exchange Procedure. As soon as reasonably practicable after the Effective Time, the Surviving Corporation or Parent shall cause the Paying Agent shall to mail to each holder of record of a certificate or certificates that immediately prior to the Effective Time represented shares of the Company Merger Stock (the “Certificates”), Certificate (i) a form of letter of transmittal (which shall include an accompanying substitute IRS Form W-9 or the applicable IRS Form W-8, shall specify that delivery shall be effected, and risk of loss and title to the Certificates held by such person shall pass, only upon proper delivery of the Certificates to the Paying Agent and shall be in a form and have such other provisions (including customary provisions regarding delivery of an “agent’s message” with respect to shares held in book-entry form) as Parent may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the Merger Consideration, and Parent will instruct the Paying Agent to so mail such form of letter of transmittal and instructions no more than two business days after the Effective Time. Upon surrender of a Certificate for cancellation cancelation to the Paying Agent or to such other agent or agents as may be appointed by Parent, together with such letter of transmittal, duly completed and validly executed, and such other documents as may reasonably be required by the Paying Agent, the holder of such Certificate shall be entitled to receive in exchange therefor the number amount of shares of Parent Common Stock into which cash equal to the shares of Merger Consideration that such holder has the Company Merger Stock theretofore represented by such Certificate shall have been converted, right to receive pursuant to Section 2.1 2.01(c), and the Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of shares of the Company Merger Common Stock that is not registered in the stock transfer records books of the Company, payment of the Merger Consideration in exchange therefor may be made to a Person person other than the Person person in whose name the Certificate so surrendered is registered, registered if such Certificate shall be properly endorsed or otherwise be in proper form for transfer and the Person person requesting such payment shall pay any transfer or other taxes required by reason of the payment to a Person person other than the registered holder of such Certificate or establish to the satisfaction of the Surviving Corporation that such tax has been paid or is not applicable. Until surrendered as contemplated by this Section 2.2, each Certificate No interest shall be deemed at paid or shall accrue on the cash payable upon surrender of any time after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration, without interest, which the shares of the Company Merger Stock theretofore represented by such Certificate shall have been entitled to receive pursuant to Section 2.1Certificate.

Exchange Procedure. As soon as reasonably practicable after the Effective Time, the Paying Agent shall mail to each holder of record of a certificate or certificates that (the "Certificates") which immediately prior to the Effective Time represented outstanding shares of the Company Merger Common Stock (the “Certificates”), "Cancelled Shares") that were cancelled and became instead the right to receive the Merger Consideration pursuant to Section 2.1: (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon actual delivery of the Certificates to the Paying Agent and shall be in a form as Parent may reasonably specifyAgent) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the Merger Consideration. Upon surrender of a Certificate for cancellation to the Paying Agent for cancellation (or to such other agent or agents as may be appointed by Parentagreement of CEI and the Company), together with such a duly executed letter of transmittal, duly executed, transmittal and such other documents as may reasonably be required by the Paying AgentAgent shall require, the holder of such Certificate shall be entitled to receive the Merger Consideration in exchange therefor the number for each share of shares of Parent Company Common Stock into which the shares of the Company Merger Stock theretofore represented formerly evidenced by such Certificate shall have been converted, which such holder has the right to receive pursuant to Section 2.1 and the Certificate so surrendered shall forthwith be canceledprovisions of this Article II. In the event of a transfer of ownership of shares of the Company Merger Stock that Cancelled Shares which is not registered in the transfer records of the Company, payment the Merger Consideration may be made given to a Person other than the Person in whose name transferee if the Certificate so surrendered representing such Cancelled Shares is registeredpresented to the Paying Agent, if accompanied by all documents required to evidence and effect such Certificate shall be properly endorsed or otherwise be in proper form for transfer and the Person requesting such payment shall pay any transfer or other taxes required by reason of the payment to a Person other than the registered holder of such Certificate or establish evidence satisfactory to the satisfaction of the Surviving Corporation Paying Agent that such tax has any applicable stock transfer taxes have been paid or is not applicablepaid. Until surrendered as contemplated by this Section 2.2, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration, without interest, which Consideration as contemplated by this Section 2.2. No interest shall be paid or will accrue on the shares Merger Consideration payable to holders of the Company Merger Stock theretofore represented by such Certificate shall have been entitled to receive Certificates pursuant to Section 2.1the provisions of this Article II.

Exchange Procedure. As soon as reasonably practicable after the Effective Time, the Paying Agent shall mail to each holder of record of a certificate or certificates that (the " Certificates") which immediately prior to the Effective Time represented outstanding shares of the Company Merger Common Stock (the “Certificates”), " Cancelled Shares") that were cancelled and became instead the right to receive the Merger Consideration pursuant to Section 2.1: (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon actual delivery of the Certificates to the Paying Agent and shall be in a form as Parent may reasonably specifyAgent) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the Merger Consideration. Upon surrender of a Certificate for cancellation to the Paying Agent for cancellation (or to such other agent or agents as may be appointed by Parentagreement of CEI and the Company), together with such a duly executed letter of transmittal, duly executed, transmittal and such other documents as may reasonably be required by the Paying AgentAgent shall require, the holder of such Certificate shall be entitled to receive the Merger Consideration in exchange therefor the number for each share of shares of Parent Company Common Stock into which the shares of the Company Merger Stock theretofore represented formerly evidenced by such Certificate shall have been converted, which such holder has the right to receive pursuant to Section 2.1 and the Certificate so surrendered shall forthwith be canceledprovi- sions of this Article II. In the event of a transfer of ownership of shares of the Company Merger Stock that Cancelled Shares which is not registered in the transfer records of the Company, payment the Merger Consideration may be made given to a Person other than the Person in whose name transferee if the Certificate so surrendered representing such Cancelled Shares is registeredpresented to the Paying Agent, if accompanied by all documents required to evidence and effect such Certificate shall be properly endorsed or otherwise be in proper form for transfer and the Person requesting such payment shall pay any transfer or other taxes required by reason of the payment to a Person other than the registered holder of such Certificate or establish evidence satisfactory to the satisfaction of the Surviving Corporation Paying Agent that such tax has any applicable stock transfer taxes have been paid or is not applicablepaid. Until surrendered as contemplated by this Section 2.2, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration, without interest, which Consideration as contemplated by this Section 2.2. No interest shall be paid or will accrue on the shares Merger Consideration payable to holders of the Company Merger Stock theretofore represented by such Certificate shall have been entitled to receive Certificates pursuant to Section 2.1the provisions of this Article II.

Exchange Procedure. As soon promptly as reasonably practicable after the Effective Time, the Paying Agent shall mail to each holder of record of a certificate or certificates that immediately prior to the Effective Time represented shares of the Company Merger Stock (the “Certificates”), Security (i) a form of letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates Securities held by such Person shall pass, only upon proper delivery of the Certificates Securities to the Paying Agent and shall be in a such form and have such other customary provisions as Parent PDM USA may reasonably specify) ), and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the Merger ConsiderationSecurities. Upon Subject to Section 2.2(e), upon surrender of a Certificate Securities for cancellation to the Paying Agent or to such other agent or agents as may be appointed by ParentPDM USA, together with such letter of transmittal, duly completed and validly executed, and such other documents as may reasonably be required by the Paying Agent, the holder of such Certificate Securities shall be entitled to receive promptly in exchange therefor the number of shares of Parent Common Per Share Merger Consideration, the Option Consideration, the Deferred Stock Consideration, the Warrant Consideration or the Convertible Consideration, as applicable, and, in accordance with Article VIII, the Per Share Net Holdback Consideration, into which the shares of the Company Merger Stock theretofore represented by such Certificate Securities shall have been converted, converted pursuant to Section 2.1 2.1(b) or Section 2.3, as applicable, and the Certificate Securities so surrendered shall forthwith be canceledcancelled. In the event of a transfer of ownership of shares of the Company Merger Stock Securities that is not registered in the stock transfer records books of NORD or other records, the Company, payment proper amount of cash may be made paid in exchange therefor to a Person other than the Person in whose name the Certificate Securities so surrendered is registered, registered if such Certificate the Securities shall be properly endorsed or otherwise be in proper form for transfer and the Person person requesting such payment shall pay any transfer or other taxes Taxes required by reason of the payment to a Person other than the registered holder of such Certificate the Securities or establish to the satisfaction of PDM USA that the Surviving Corporation that such tax Tax has been paid or is not applicable. Until surrendered as contemplated by this Section 2.2, each Certificate No interest shall be deemed at paid or shall accrue on the cash payable upon surrender of any time after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration, without interest, which the shares of the Company Merger Stock theretofore represented by such Certificate shall have been entitled to receive pursuant to Section 2.1Securities.

Exchange Procedure. As soon as reasonably practicable after the Effective Time (but in no event later than two (2) Business Days after the Effective Time), the Surviving Corporation or Parent shall cause (x) the Paying Agent shall to mail to each holder of record of a certificate or certificates that immediately prior to the Effective Time represented outstanding shares of the Company Merger Common Stock or Company Preferred Stock (the “Certificates”), ) which were converted into the right to receive a portion of the Merger Consideration pursuant to Section 1.6 (but only to the extent such holder has not previously submitted a properly executed and duly completed Letter of Transmittal) (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to in the Certificates shall pass, only upon delivery of the Certificates to the Paying Agent and shall be in a form attached as Parent may reasonably specify) Exhibit C and (ii) instructions for use in effecting the surrender of the Certificates in exchange for a portion of the Merger ConsiderationConsideration (together, the “Letter of Transmittal”) and (y) the Surviving Corporation to provide to each holder of Company Stock Options, or Company Warrants, a Cancellation Agreement (but only to the extent such holder has not previously submitted a properly executed and duly completed Cancellation Agreement). Upon surrender of a Certificate for cancellation Certificate, Company Stock Option, or Company Warrant to the Paying Agent or to such other agent or agents the Surviving Corporation, as may be appointed by Parentapplicable, for cancellation, together with such letter Letter of transmittalTransmittal or Cancellation Agreement, as applicable, duly executed, and such other documents as may reasonably be required by the Paying AgentAgent or the Surviving Corporation, the holder of such Certificate Certificate, Company Stock Option, or Company Warrant shall be entitled to receive in exchange therefor the number amount of shares of Parent Common Stock cash (i) into which the shares of the Company Merger Common Stock or Company Preferred Stock theretofore represented by such Certificate shall have been converted, converted into the right to receive pursuant to Section 2.1 1.6(c) (in accordance with the Allocation Schedule), and the Certificate so surrendered shall forthwith be canceledcancelled or (ii) the holder of such Company Stock Option, or Company Warrant is entitled to receive pursuant to Section 5.4 (in accordance with the Allocation Schedule). In the event of a transfer of ownership of shares of the Company Merger Common Stock or Company Preferred Stock that is not registered in the transfer records of the Company, payment may be made to a Person other than the Person in whose name the Certificate so surrendered is registered, if such Certificate shall be properly endorsed or otherwise be in proper form for transfer and the Person requesting such payment shall pay any transfer or other taxes Taxes required by reason of the payment to a Person other than the registered holder of such Certificate or establish to the satisfaction of the Surviving Corporation Parent that such tax Tax has been paid or is not applicable. Until surrendered as contemplated by this Section 2.21.7, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Considerationamount of cash, without interest, into which the shares of the Company Merger Common Stock or Company Preferred Stock theretofore represented by such Certificate shall have been entitled to receive converted pursuant to Section 2.11.6. No interest shall be paid or accrue on the cash payable upon surrender of any Certificate or upon delivery of a Cancellation Agreement.

Exchange Procedure. As soon as reasonably practicable after the Effective Time, the Surviving Corporation shall cause the Paying Agent shall to mail to each Person who was at the Effective Time a holder of record of a certificate Preferred Shares or certificates that immediately prior Common Shares entitled to receive the Effective Time represented shares of Preferred Merger Consideration or Common Merger Consideration pursuant to Section 2.02, as the Company Merger Stock (the “Certificates”), case may be (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates certificates evidencing such Preferred Shares or Common Shares (the "Certificates") shall pass, only upon delivery of the Certificates to the Paying Agent and shall be in a form as Parent may reasonably specify) address specified therein and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the Preferred Merger Consideration or the Common Merger Consideration, as applicable. Upon surrender of a Certificate for cancellation to the Paying Agent or to such other agent or agents as may be appointed by ParentAgent, together with such letter of transmittal, duly executed, and such other documents as may reasonably be required by the Paying Agent, the holder of such Certificate shall be entitled to receive promptly in exchange therefor from the number Paying Agent the amount of shares of Parent Common Stock cash into which the shares of the Company Merger Common Stock or Company Preferred Stock theretofore represented by such Certificate shall have been converted, converted pursuant to Section 2.1 2.02, and the Certificate so surrendered shall forthwith be canceledcancelled. In the event of a transfer of ownership of the shares of the Company Merger Common Stock or Company Preferred Stock that is not registered in the transfer records of the Company, payment may be made to a Person other than the Person in whose name the Certificate so surrendered is registered, if such Certificate shall be properly endorsed or otherwise be in proper form for transfer and the Person requesting such payment shall pay any transfer or other taxes required by reason of the payment to a Person other than the registered holder of such Certificate or establish to the satisfaction of the Surviving Corporation that such tax has been paid or is not applicable. Until surrendered as contemplated by this Section 2.22.03, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Considerationamount of cash, without interest, into which the shares of the Company Merger Common Stock or Company Preferred Stock theretofore represented by such Certificate shall have been entitled to receive converted pursuant to Section 2.12.02. No interest will be paid or will accrue on the cash payable upon the surrender of any Certificate. In the event any Certificate shall have been lost, stolen or destroyed, upon making of an affidavit of that fact by the Person claiming such Certificate to be lost, stolen or destroyed, the Surviving Corporation will pay in exchange for such lost, stolen or destroyed Certificate, the cash payable in respect of the shares represented by such Certificate as determined in accordance with this Article II, except that when authorizing such payment, the Board of Directors of the Surviving Corporation, may, in its discretion and as a condition precedent to such payment, require the owner of such lost, stolen or destroyed Certificate to deliver a bond in such sum as it may reasonably direct as indemnity against any claim that may be made against the Surviving Corporation or the Paying Agent with respect to such Certificate.

Exchange Procedure. As soon as reasonably practicable after the Effective Time, Upon surrender to the Paying Agent shall mail to each holder of record of a ------------------ certificate or certificates that immediately prior to the Effective Time represented shares of the Company Merger Stock (the “Certificates”)representing Common Shares for cancellation, (i) together with a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Paying Agent and shall be in a form as Parent may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the Merger Consideration. Upon surrender of a Certificate for cancellation to the Paying Agent or to such other agent or agents as may be appointed by Parent, together with such letter of transmittal, duly executed, and such other customary documents as may reasonably be required by the Paying Agentinstructions to the letter of transmittal (collectively, the "Certificate"), the holder of such Certificate shall be entitled to receive in exchange therefor the number amount of shares of Parent Common Stock cash into which the shares number of the Company Merger Stock theretofore Common Shares previously represented by such Certificate shall have been converted, converted pursuant to Section 2.1 2.7. The Paying Agent shall accept such Certificate upon compliance with such reasonable terms and conditions as the Certificate so surrendered shall forthwith Paying Agent may impose to effect an orderly exchange thereof in accordance with normal exchange practices. If the Merger Consideration (or any portion thereof) is to be canceled. In the event of a transfer of ownership of shares of the Company Merger Stock that is not registered in the transfer records of the Company, payment may be made delivered to a Person any person other than the Person person in whose name the Certificate representing Common Shares surrendered in exchange therefor is registered on the record books of Allied, it shall be a condition to such exchange that the Certificate so surrendered is registered, if such Certificate shall be properly endorsed or otherwise be in proper form for transfer and that the Person person requesting such payment exchange shall pay to the Paying Agent any transfer or other taxes required by reason of the payment of such consideration to a Person person other than the registered holder of such the Certificate surrendered, or shall establish to the satisfaction of the Surviving Corporation Paying Agent that such tax has been paid or is not applicable. After the Effective Time, there shall be no further transfer on the records of the Surviving Corporation or its transfer agent of any Certificate representing Common Shares and if any such Certificate is presented to the Surviving Corporation for transfer, it shall be cancelled against delivery of the Merger Consideration as hereinabove provided. Until surrendered as contemplated by this Section 2.22.8(b), each Certificate shall representing Common Shares (other than a Certificate representing Common Shares to be deemed cancelled in accordance with Section 2.7(b) or representing Dissenting Shares), shall, at any time after the Effective Time to Time, represent only the right to receive upon such surrender the Merger Consideration, without interest, which the shares of the Company Merger Stock theretofore represented by such Certificate shall have been entitled to receive pursuant to Section 2.1any interest thereon.

Exchange Procedure. (a) At or prior to the Effective Time, AMHC shall deposit, or shall cause to be deposited, with the Exchange Agent, for the benefit of the holders of certificates formerly representing AMH Shares ("Old Certificates"), for exchange in accordance with this Article III, certificates representing the AMHC Shares ("New Certificates") to be issued pursuant to this Article III in exchange for outstanding AMH Shares. (b) As soon promptly as reasonably practicable after the Effective Time, the Paying Agent AMHC shall mail send or cause to be sent to each holder of record of a certificate or certificates that AMH Shares immediately prior to the Effective Time represented whose shares of were converted into the Company Merger Stock (the “Certificates”), (i) a letter of right to receive AMHC Shares pursuant to Section 3.1 transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Paying Agent and shall be in a form as Parent may reasonably specify) and (ii) instructions materials for use in effecting exchanging such stockholder's Old Certificates for the surrender consideration set forth in this Article III. AMHC shall cause the New Certificates into which such stockholder's AMH Shares are converted at the Effective Time to be delivered to such stockholder upon delivery to and receipt by the Exchange Agent of Old Certificates representing all such stockholder's AMH Shares (or indemnity reasonably satisfactory to AMHC and the Exchange Agent, if any of such certificates are lost, stolen or destroyed). No interest will be paid on any merger consideration. (c) Until surrendered for exchange in accordance with the provisions of this Section 3.3, each certificate theretofore representing AMH Shares (other than shares to be cancelled pursuant to Section 3.1(b) hereof and Dissenting Shares) shall from and after the Effective Time represent for all purposes only the right to receive AMHC Shares as set forth in this Agreement. No dividends or other distributions with respect to AMHC Shares with a record date occurring after the Effective Time shall be paid to the holder of any unsurrendered Old Certificate representing AMH Shares converted in the Merger into the right to receive such AMHC Shares until the holder thereof receives New Certificates in exchange for therefor in accordance with the Merger Considerationprocedures set forth in this Section 3.3. Upon surrender of a Certificate for cancellation to the Paying Agent or to such other agent or agents as may be appointed by Parent, together with such letter of transmittal, duly executed, and such other documents as may reasonably be required by the Paying AgentAfter so receiving New Certificates, the record holder of such Certificate thereof also shall be entitled to receive in exchange therefor the number of shares of Parent Common Stock into which the shares of the Company Merger Stock theretofore represented by any such Certificate shall have been converted, pursuant to Section 2.1 and the Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of shares of the Company Merger Stock that is not registered in the transfer records of the Company, payment may be made to a Person other than the Person in whose name the Certificate so surrendered is registered, if such Certificate shall be properly endorsed or otherwise be in proper form for transfer and the Person requesting such payment shall pay any transfer dividends or other taxes required by reason of the payment distributions, without any interest thereon, which theretofore had become payable with respect to a Person other than the registered AMHC Shares such holder of such Certificate or establish to the satisfaction of the Surviving Corporation that such tax has been paid or is not applicable. Until surrendered as contemplated by this Section 2.2, each Certificate shall be deemed at any time after the Effective Time to represent only had the right to receive upon such surrender the Merger Consideration, without interest, which the shares of the Company Merger Stock theretofore represented by such Certificate shall have been entitled to receive pursuant to Section 2.1Old Certificates.

Exchange Procedure. As soon as reasonably practicable after the Effective TimeTime (but no later than two business days thereafter), the Surviving Corporation or Parent shall cause the Paying Agent shall to mail to each holder of record of a certificate or certificates that immediately prior to the Effective Time represented shares of the Company Merger Stock (the “Certificates”), Certificate (i) a form of letter of transmittal (which shall include an accompanying substitute IRS Form W-9 or the applicable IRS Form W-8, shall specify that delivery shall be effected, and risk of loss and title to the Certificates held by such person shall pass, only upon proper delivery of the such Certificates to the Paying Agent and shall be in a form and have such other provisions (including customary provisions regarding delivery of an “agent’s message” with respect to shares held in book-entry form) as Parent may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the Merger Consideration. Upon surrender of a Certificate for cancellation cancelation to the Paying Agent or to such other agent or agents as may be appointed by Parent, together with such letter of transmittal, duly completed and validly executed, and such other documents as may reasonably be required by the Paying Agent, the holder of such Certificate shall be entitled to receive in exchange therefor the number amount of shares of Parent Common Stock into which cash equal to the shares Merger Consideration (excluding, in the case of the Company Merger Stock theretofore represented by Specified Stockholders, the Escrow Proceeds) that such Certificate shall have been converted, holder has the right to receive pursuant to Section 2.1 2.01(c), and the each Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of shares of the Company Merger Common Stock that is not registered in the stock transfer records books of the Company, payment of the Merger Consideration in exchange therefor may be made to a Person person other than the Person person in whose name the Certificate so surrendered is registered, registered if such Certificate shall be properly endorsed or otherwise be in proper form for transfer and the Person person requesting such payment shall pay any transfer or other taxes required by reason of the payment to a Person person other than the registered holder of such Certificate or establish to the satisfaction of the Surviving Corporation that such tax has been paid or is not applicable. Until surrendered as contemplated by this Section 2.2, each Certificate No interest shall be deemed at paid or shall accrue on the cash payable upon surrender of any time after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration, without interest, which the shares of the Company Merger Stock theretofore represented by such Certificate shall have been entitled to receive pursuant to Section 2.1Certificate.

Exchange Procedure. As soon as reasonably practicable after the Effective Time, the Paying Agent shall mail to each holder of record of a certificate or certificates that immediately prior to the Effective Time represented shares of the Company Merger Common Stock (the “Company Certificates”), (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Company Certificates shall pass, only upon delivery of the Company Certificates to the Paying Agent and shall be in a form and have such other provisions as Parent and the Company may reasonably specify) and (ii) instructions for use in effecting the surrender of the Company Certificates in exchange for the Merger Consideration as provided in Section 1.6(b). Parent will use its reasonable efforts to cause provision to be made for holders of Company Certificates to procure in person immediately after the Effective Time a letter of transmittal and instructions and to deliver in person immediately after the Effective Time such letter of transmittal and Company Certificates in exchange for the Merger Consideration. Upon surrender of a Company Certificate for cancellation to the Paying Agent or to such other agent or agents as may be appointed by ParentParent (reasonably satisfactory to the Company), together with such letter of transmittal, duly executed, and such other documents as may reasonably be required by the Paying Agent, the holder of such Company Certificate shall be entitled to receive in exchange therefor the number of shares of Parent Common Stock into which the shares of Merger Consideration, and the Company Merger Stock theretofore represented by such Certificate shall have been converted, pursuant to Section 2.1 and the Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of shares of the Company Merger Common Stock that is not registered in the transfer records of the Company, payment may be made to a Person other than the Person in whose name the Company Certificate so surrendered is registered, if such Company Certificate shall be properly endorsed or otherwise be in proper form for transfer and the Person requesting such payment shall pay any transfer or other taxes required by reason of the payment to a Person other than the registered holder of such Company Certificate or establish to the reasonable satisfaction of the Surviving Corporation that such tax has been paid or is not applicable. Until surrendered as contemplated by this Section 2.21.7(b), each Company Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration, without interest, which the shares of the Company Merger Stock theretofore represented by such Certificate shall have been entitled to receive Consideration pursuant to Section 2.11.6(b). No interest will be paid or will accrue on the cash payable upon the surrender of any Company Certificate.

Exchange Procedure. As soon as reasonably practicable after the Effective Time, but in any event not later than three business days from the Effective Time, Parent shall cause the Paying Agent shall to mail to each holder of record of a certificate or certificates (the "Certificates") that immediately prior to the Effective Time represented outstanding shares of Company Common Stock whose shares were converted into the Company right to receive the Merger Stock (the “Certificates”Consideration pursuant to Section 2.01(c), (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Paying Agent and shall be in a such form and have such other provisions as Parent may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the Merger Consideration. Upon surrender of a Certificate for cancellation to the Paying Agent or to such other agent or agents as may be appointed by Parent, together with such letter of transmittal, duly executed, and such other documents as may reasonably be required by the Paying Agentpursuant to such instructions, the holder of such Certificate shall be entitled to receive in exchange therefor cash in an amount equal to the product (rounded to the nearest whole cent) of (A) the number of shares of Parent Company Common Stock into which the shares of the Company Merger Stock theretofore represented by such Certificate shall have been convertedand (B) the Merger Consideration, pursuant to Section 2.1 and the Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of shares of the Company Merger Common Stock that is not registered in the transfer records of the Company, payment may be made to a Person person other than the Person person in whose name the Certificate so surrendered is registered, if such Certificate shall be properly endorsed or otherwise be in proper form for transfer and the Person person requesting such payment shall pay any transfer or other taxes required by reason of the payment to a Person person other than the registered holder of such Certificate or establish to the satisfaction of the Surviving Corporation Parent that such tax has been paid or is not applicable. Until surrendered as contemplated by this Section 2.2, each Certificate No interest shall be deemed at paid or shall accrue on the cash payable upon surrender of any time after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration, without interest, which the shares of the Company Merger Stock theretofore represented by such Certificate shall have been entitled to receive pursuant to Section 2.1Certificate.

Exchange Procedure. As soon as reasonably practicable after the Effective Time, the Paying Agent shall mail to each holder of record of a certificate or certificates that which immediately prior to the Effective Time represented shares of the Company Merger Stock Shares (the “"Certificates”"), (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Paying Agent and shall be in a form and have such other provisions as Parent may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the Merger Consideration. Upon surrender of a Certificate for cancellation to the Paying Agent or to such other agent or agents as may be appointed by Parent, together with such letter of transmittal, duly executed, and such other documents as may reasonably be required by the Paying Agent, the holder of such Certificate shall be entitled to receive in exchange therefor the number amount of shares of Parent Common Stock cash into which the shares of the Company Merger Stock Shares theretofore represented by such Certificate shall have been converted, converted pursuant to Section 2.1 2.01, and the Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of shares of the Company Merger Stock Shares that is not registered in the transfer records of the Company, payment may be made to a Person person other than the Person person in whose name the Certificate so surrendered is registered, if such Certificate shall be properly endorsed or otherwise be in proper form for transfer and the Person person requesting such payment shall pay any transfer or other taxes required by reason of the payment to a Person person other than the registered holder of such Certificate or establish to the satisfaction of the Surviving Corporation that such tax has been paid or is not applicable. Until surrendered as contemplated by this Section 2.22.02, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Considerationamount of cash, without interest, into which the shares of the Company Merger Stock Shares theretofore represented by such Certificate shall have been entitled to receive converted pursuant to Section 2.12.01. No interest will be paid or will accrue on the cash payable upon the surrender of any Certificate. In the event any Certificate shall have been lost, stolen or destroyed, Parent may, in its discretion and as a condition precedent to the payment of the Merger Consideration in respect of the shares represented by such Certificate, require the owner of such lost, stolen or destroyed Certificate to deliver a bond in such sum as it may reasonably direct as indemnity against any claim that may be made against Parent, the Surviving Corporation or the Paying Agent.

Exchange Procedure. As soon as reasonably practicable after the Effective TimeTime (but no later than two business days thereafter), the Surviving Corporation or Parent shall cause the Paying Agent shall to mail to each holder of record of a certificate or certificates that immediately prior to the Effective Time represented shares of the Company Merger Stock (the “Certificates”), Certificate (i) a form of letter of transmittal (which shall include an accompanying substitute IRS Form W-9 or the applicable IRS Form W-8, shall specify that delivery shall be effected, and risk of loss and title to the Certificates held by such person shall pass, only upon proper delivery of the such Certificates to the Paying Agent and shall be in a form and have such other provisions (including customary provisions regarding delivery of an “agent’s message” with respect to shares held in book-entry form) as Parent may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the Merger Consideration. Upon surrender of a Certificate for cancellation cancelation to the Paying Agent or to such other agent or agents as may be appointed by Parent, together with such letter of transmittal, duly completed and validly executed, and such other documents as may reasonably be required by the Paying Agent, the holder of such Certificate shall be entitled to receive in exchange therefor the number amount of shares of Parent Common Stock into which cash equal to the shares of Merger Consideration that such holder has the Company Merger Stock theretofore represented by such Certificate shall have been converted, right to receive pursuant to Section 2.1 2.01(c), and the each Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of shares of the Company Merger Common Stock that is not registered in the stock transfer records books of the Company, payment of the Merger Consideration in exchange therefor may be made to a Person person other than the Person person in whose name the Certificate so surrendered is registered, registered if such Certificate shall be properly endorsed or otherwise be in proper form for transfer and the Person person requesting such payment shall pay any transfer or other taxes required by reason of the payment to a Person person other than the registered holder of such Certificate or establish to the satisfaction of the Surviving Corporation that such tax has been paid or is not applicable. Until surrendered as contemplated by this Section 2.2, each Certificate No interest shall be deemed at paid or shall accrue on the cash payable upon surrender of any time after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration, without interest, which the shares of the Company Merger Stock theretofore represented by such Certificate shall have been entitled to receive pursuant to Section 2.1Certificate.

Exchange Procedure. As soon as reasonably practicable after the Effective Time, Parent shall cause the Paying Agent shall to mail to each holder of record of a certificate or certificates that immediately prior to the Effective Time represented Certificate whose shares of Company Common Stock were converted into the Company right to receive the Merger Stock (the “Certificates”), Consideration pursuant to Section 3.1(c) (i) a form of letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates held by such Person shall pass, only upon proper delivery of the Certificates to the Paying Agent and shall be in a form and have such other provisions as Parent may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the Merger Consideration. Upon surrender of a Certificate for cancellation to the Paying Agent or to such other agent or agents as may be appointed by Parent, together with such letter of transmittal, duly executedcompleted and validly executed (or, if such shares of Company Common Stock are held in uncertificated, book-entry form, receipt of an “agent’s message” by the Paying Agent (it being understood that any references herein to “Certificates” shall be deemed to include references to book-entry account statements relating to the ownership of shares of Company Common Stock, provided that the holders of any book-entry shares shall not be required to surrender any Certificates in connection with the procedures set forth in this Article III)), and such other documents as may reasonably be required by the Paying Agent, the holder of such Certificate shall be entitled to receive in exchange therefor the number amount of shares of Parent Common Stock into which Merger Consideration that such holder has the shares of the Company Merger Stock theretofore represented by such Certificate shall have been converted, right to receive pursuant to Section 2.1 3.1(c), and the Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of shares of the Company Merger Common Stock that is not registered in the stock transfer records books of the Company, payment of the Merger Consideration in exchange therefor may be made to a Person other than the Person in whose name the Certificate so surrendered is registeredregistered if, if upon presentation to the Paying Agent, such Certificate shall be properly endorsed or otherwise be in proper form for transfer and the Person requesting such payment shall pay any transfer or other taxes Taxes required by reason of the payment to a Person other than the registered holder of such Certificate or establish to the satisfaction of the Surviving Corporation that such tax has Taxes have been paid or is are not applicable. Until surrendered as contemplated by this Section 2.2, each Certificate No interest shall be deemed at paid or shall accrue on the cash payable upon surrender of any time after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration, without interest, which the shares of the Company Merger Stock theretofore represented by such Certificate shall have been entitled to receive pursuant to Section 2.1Certificate.

Exchange Procedure. As soon as reasonably practicable after the Effective Time, Parent shall cause the Paying Agent shall to mail to each holder of record of a certificate or certificates that immediately prior to the Effective Time represented shares of the Company Merger Stock Shares (the “"Certificates”"), (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Paying Agent and shall be in a form and have such other provisions not inconsistent with this Agreement as Parent may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the Merger Consideration. Upon surrender of a Certificate for cancellation to the Paying Agent or to such other agent or agents as may be appointed by Parent, together with such letter of transmittal, duly executed, and such other documents as may reasonably be required by the Paying Agent, Parent shall cause the Paying Agent to pay the holder of such Certificate shall be entitled to receive Certificate, in exchange therefor for such Certificate, the number of shares of Parent Common Stock into which the shares of the Company Merger Stock theretofore represented by such Certificate shall have been convertedConsideration, pursuant to Section 2.1 and the Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of shares of the Company Merger Stock Shares that is not registered in the transfer records of the Company, payment may be made to a Person person other than the Person person in whose name the Certificate so surrendered is registered, if such Certificate shall be properly endorsed or otherwise be in proper form for transfer and the Person person requesting such payment shall pay any transfer or other taxes required by reason of the payment to a Person person other than the registered holder of such Certificate or establish to the satisfaction of the Surviving Corporation that such tax has been paid or is not applicable. Until surrendered as contemplated by this Section 2.22.6, each Certificate (other than Certificates representing Dissenting Shares) shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Considerationamount of cash, without interest, into which the shares of the Company Merger Stock Shares theretofore represented by such Certificate shall have been entitled to receive converted pursuant to Section 2.12.5. No interest will be paid or will accrue on the cash payable upon the surrender of any Certificate. Parent or the Paying Agent shall be entitled to deduct and withhold from the consideration otherwise payable pursuant to this Agreement to any holder of Shares such amounts as Parent or the Paying Agent is required to deduct and withhold with respect to the making of such payment under the Code (as hereinafter defined) or under any provisions of state, local or foreign tax law. To the extent that amounts are so withheld by Parent or the Paying Agent, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the person in respect of which such deduction or withholding was made by the Parent or the Paying Agent.

Exchange Procedure. As soon as reasonably practicable after the Effective Time, the Surviving Corporation shall cause the Paying Agent shall to mail to each holder of record of a certificate or certificates that immediately prior to the Effective Time represented shares of the Company Merger Common Stock and Class F Preferred Stock (the “Company Certificates”) (other than holders of shares of Company Common Stock or Class F Preferred Stock that are cancelled in accordance with Section 1.6(c)), (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Company Certificates shall pass, only upon delivery of the Company Certificates to the Paying Agent and shall be in a form and have such other provisions as Parent may reasonably specify) and (ii) instructions for use in effecting the surrender of the Company Certificates in exchange for the Merger ConsiderationConsideration as provided in Section 1.6(b). Upon surrender of a Company Certificate for cancellation to the Paying Agent or to such other agent or agents as may be appointed by ParentAgent, together with such letter of transmittal, duly completed and executed, and such other documents as may reasonably be required by the Paying Agent, the holder of such Company Certificate shall be entitled to receive in exchange therefor the number of shares of Parent Common Stock into which the shares of Merger Consideration, without interest, and the Company Merger Stock theretofore represented by such Certificate shall have been converted, pursuant to Section 2.1 and the Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of shares of the Company Merger Common Stock or Class F Preferred Stock that is not registered in the transfer records of the Company, payment may be made to a Person other than the Person in whose name the Company Certificate so surrendered is registered, if such Company Certificate shall be properly endorsed or otherwise be in proper form for transfer and the Person requesting such payment shall pay any transfer or other taxes required by reason of the payment to a Person other than the registered holder of such Company Certificate or establish to the satisfaction of the Surviving Corporation that such tax has been paid or is not applicable. Until surrendered as contemplated by this Section 2.21.7(b), each Company Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration, without interest, which the shares of the Company Merger Stock theretofore represented by such Certificate shall have been entitled to receive Consideration pursuant to Section 2.11.6(b). No interest will be paid or will accrue on the cash payable upon the surrender of any Company Certificate.

Exchange Procedure. As soon as reasonably practicable after the Effective Time, the Paying Agent shall mail to each holder of record of a certificate or certificates that immediately prior to the Effective Time represented shares of the Company Merger Common Stock (the “"Company Certificates”"), (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Company Certificates shall pass, only upon delivery of the Company Certificates to the Paying Agent and shall be in a form and have such other provisions as Parent and the Company may reasonably specify) and (ii) instructions for use in effecting the surrender of the Company Certificates in exchange for the Merger Consideration as provided in Section 1.6(b). Parent will use its reasonable efforts to cause provision to be made for holders of Company Certificates to procure in person immediately after the Effective Time a letter of transmittal and instructions and to deliver in person immediately after the Effective Time such letter of transmittal and Company Certificates in exchange for the Merger Consideration. Upon surrender of a Company Certificate for cancellation to the Paying Agent or to such other agent or agents as may be appointed by ParentParent (reasonably satisfactory to the Company), together with such letter of transmittal, duly executed, and such other documents as may reasonably be required by the Paying Agent, the holder of such Company Certificate shall be entitled to receive in exchange therefor the number of shares of Parent Common Stock into which the shares of Merger Consideration, and the Company Merger Stock theretofore represented by such Certificate shall have been converted, pursuant to Section 2.1 and the Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of shares of the Company Merger Common Stock that is not registered in the transfer records of the Company, payment may be made to a Person other than the Person in whose name the Company Certificate so surrendered is registered, if such Company Certificate shall be properly endorsed or otherwise be in proper form for transfer and the Person requesting such payment shall pay any transfer or other taxes required by reason of the payment to a Person other than the registered holder of such Company Certificate or establish to the reasonable satisfaction of the Surviving Corporation that such tax has been paid or is not applicable. Until surrendered as contemplated by this Section 2.21.7(b), each Company Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration, without interest, which the shares of the Company Merger Stock theretofore represented by such Certificate shall have been entitled to receive Consideration pursuant to Section 2.11.6(b). No interest will be paid or will accrue on the cash payable upon the surrender of any Company Certificate.

Exchange Procedure. As soon as reasonably practicable after the Effective Time (but not later than five (5) Business Days after the Effective Time), the Parent shall cause the Paying Agent shall to mail to each holder of record of a certificate or certificates that immediately prior to the Effective Time represented shares of the Company Merger Stock (the “Certificates”), Certificate (i) a form of letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates held by such Person (as defined in Section 8.03) shall pass, only upon proper delivery of the Certificates to the Paying Agent and shall be in a customary form and have such other provisions as Parent may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the Merger Consideration. Upon surrender of a Certificate for cancellation to the Paying Agent or to such other agent or agents as may be appointed by Parent, together with such letter of transmittal, duly completed and validly executed, and such other documents as may reasonably be required by the Paying Agent, the holder of such Certificate shall be entitled to receive in exchange therefor the number amount of shares of Parent Common Stock cash into which the shares of the Company Merger Stock theretofore formerly represented by such Certificate shall have been converted, converted pursuant to Section 2.1 2.01(c), and the Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of shares of the Company Merger Common Stock that is not registered in the stock transfer records books of the Company, payment the proper amount of cash may be made paid in exchange therefor to a Person other than the Person in whose name the Certificate so surrendered is registered, registered if such Certificate shall be properly endorsed or otherwise be in proper form for transfer and the Person requesting such payment shall pay any transfer or other similar taxes required by reason of the payment to a Person other than the registered holder of such Certificate or establish to the satisfaction of the Surviving Corporation Parent that such tax has been paid or is not applicable. Until surrendered as contemplated by this Section 2.2, each Certificate No interest shall be deemed at paid or shall accrue on the cash payable upon surrender of any time after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration, without interest, which the shares of the Company Merger Stock theretofore represented by such Certificate shall have been entitled to receive pursuant to Section 2.1Certificate.

Exchange Procedure. As soon as reasonably practicable after the Effective TimeTime of the Merger, the Paying Exchange Agent shall mail to each holder of record of a certificate or certificates that A-3 9 immediately prior to the Effective Time represented shares of the Company Merger Stock represented outstanding Shares (the “"Certificates”"), other than the Company, Parent, Sub and any wholly owned subsidiary of the Company, Parent or Sub, (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Paying Exchange Agent and shall be in a form and have such other provisions as Parent and Sub may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the Merger Consideration. Upon surrender of a Certificate for cancellation to the Paying Exchange Agent or to such other agent or agents as may be appointed by Parentthe Surviving Corporation, together with such letter of transmittal, duly executed, and such other documents as may reasonably be required by the Paying Exchange Agent, the holder of such Certificate shall be entitled to receive in exchange therefor the number of shares of Parent Common Stock into which the shares of the Company Merger Stock theretofore represented by such Certificate shall have been convertedConsideration, pursuant to Section 2.1 and the Certificate so surrendered shall forthwith be canceled. In If the event of a transfer of ownership of shares of the Company Merger Stock that Consideration is not registered in the transfer records of the Company, payment may to be made issued to a Person person other than the Person person in whose name the Certificate so surrendered is registered, if it shall be a condition of exchange that such Certificate shall be properly endorsed or otherwise be in proper form for transfer and that the Person person requesting such payment exchange shall pay any transfer or other taxes required by reason of the payment exchange to a Person person other than the registered holder of such Certificate or establish to the satisfaction of the Surviving Corporation that such tax has been paid or is not applicable. Until surrendered as contemplated by this Section 2.2, each Certificate shall be deemed at any time after the Effective Time of the Merger to represent only the right to receive upon such surrender the Merger Consideration, without interest, Consideration into which the shares of the Company Merger Stock Shares theretofore represented by such Certificate shall have been entitled to receive converted pursuant to Section 2.1. The Exchange Agent shall not be entitled to vote or exercise any rights of ownership with respect to the Parent Shares held by it from time to time hereunder, except that it shall receive and hold all dividends or other distributions paid or distributed with respect thereto for the account of persons entitled thereto.

Exchange Procedure. As soon as reasonably practicable after the Effective Time, the Paying Agent shall mail (and shall make available for collection by hand) to each holder of record of a certificate or certificates that immediately prior to the Effective Time represented shares of the Company Merger Stock (the “Certificates”), Certificate (i) a form of letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates held by such person shall pass, only upon proper delivery of the Certificates to the Paying Agent and shall be in a form and have such other provisions as Parent and the Company may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the Merger ConsiderationConsideration (which instructions shall provide that, at the election of the surrendering holder, Certificates may be surrendered, and the Merger Consideration in exchange therefor collected, by hand delivery). Upon surrender of a Certificate for cancellation to the Paying Agent or to such other agent or agents as may be appointed by Parent, together with such letter of transmittal, duly completed and validly executed, and such other documents as may reasonably be required by the Paying Agent, the holder of such Certificate shall be entitled to receive from the Paying Agent, on behalf of Parent, as promptly as practicable in accordance with the customary procedures of the Paying Agent, in exchange therefor the number amount of shares of Parent Common Stock cash into which the shares of the Company Merger Stock theretofore formerly represented by such Certificate shall have been converted, converted pursuant to Section 2.1 2.01(c), and the Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of shares of the Company Merger Common Stock that is not registered in the stock transfer records books of the Company, payment of the Merger Consideration in exchange therefor may be made to a Person person (as defined in Section 8.03) other than the Person person in whose name the Certificate so surrendered is registered, registered if such Certificate shall be properly endorsed or otherwise be in proper form for transfer and the Person person requesting such payment shall pay any transfer or other taxes required by reason of the payment to a Person person other than the registered holder of such Certificate or establish to the satisfaction of the Surviving Corporation that such tax has been paid or is not applicable. Until surrendered as contemplated by this Section 2.2, each Certificate No interest shall be deemed at paid or shall accrue on the cash payable upon surrender of any time after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration, without interest, which the shares of the Company Merger Stock theretofore represented by such Certificate shall have been entitled to receive pursuant to Section 2.1Certificate.

Exchange Procedure. As soon as is reasonably practicable after the Effective Time, the Paying Exchange Agent (with respect to Company Stock) and Parent (with respect to Luoxis Warrants) shall mail to each holder of record of a certificate Company Share Certificate or certificates that immediately prior to the Effective Time represented shares of the Company Merger Stock (the “Certificates”), (i) Luoxis Warrant a letter of transmittal (which shall specify in form satisfactory to the Companies specifying that delivery shall be effected, and risk of loss and title to the Company Share Certificates or Luoxis Warrants, as applicable, shall pass, only upon delivery of the Company Share Certificates or Luoxis Warrants, as applicable, to the Paying Exchange Agent and shall be in a form as Parent may reasonably specify) and (ii) including instructions for use in effecting the surrender surrendering of the Company Share Certificates or Luoxis Warrants, as applicable, in exchange for the Merger ConsiderationConsideration or Parent Warrants, as applicable. Upon surrender of a Company Share Certificate for cancellation or Luoxis Warrant, as applicable, to the Paying Agent or to such other agent or agents as may be appointed by ParentExchange Agent, together with such letter of transmittal, duly executed, and such other documents as may reasonably be required by the Paying Exchange Agent, the holder of such Company Share Certificate or Luoxis Warrant, as applicable, shall be entitled to receive in exchange therefor the number of shares of Merger Consideration or Parent Common Stock into which the shares of the Warrants, as applicable, as provided herein and such Company Merger Stock theretofore represented by such Share Certificate or Luoxis Warrant, as applicable, shall have been converted, pursuant to Section 2.1 and the Certificate so surrendered shall forthwith be deemed canceled. In the event of a transfer of ownership of shares of the Company Merger Stock that is not registered in the transfer records of the applicable Company, payment may be made to a Person other than the Person in whose name the surrendered Company Share Certificate so surrendered or Luoxis Warrant, as applicable, is registered, if such Company Share Certificate shall be or Luoxis Warrant, as applicable, is properly endorsed or otherwise be in proper form for transfer and the Person requesting such payment shall pay any transfer or other taxes required by reason of the payment of Merger Consideration or Parent Warrants, as applicable, to a Person other than the registered holder of such Company Share Certificate or Luoxis Warrant, as applicable, or establish to the satisfaction of the Surviving Corporation that such tax has been paid or is not applicable. Until surrendered as contemplated by this Section 2.23.3, each Company Share Certificate or Luoxis Warrant, as applicable, shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger ConsiderationConsideration or Parent Warrants, as applicable, without interest, which the shares of the Company Merger Stock or Luoxis Warrants, as applicable, theretofore represented by such Company Share Certificate or Luoxis Warrant, as applicable, shall have been entitled to receive pursuant to Section 2.13.1 or Section 3.2, as applicable.

Exchange Procedure. As soon as reasonably ------------------- practicable after the Effective Time, the Paying Agent shall mail to each holder of record of a certificate or certificates that which immediately prior to the Effective Time represented shares of the Company Merger Stock Shares (the “"Certificates”"), (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Paying Agent and shall be in a form and have such other provisions as Parent may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the Merger Consideration. Upon surrender of a Certificate for cancellation cancelation to the Paying Agent or to such other agent or agents as may be appointed by Parent, together with such letter of transmittal, duly executed, and such other documents as may reasonably be required by the Paying Agent, the holder of such Certificate shall be entitled to receive in exchange therefor the number amount of shares of Parent Common Stock cash into which the shares of the Company Merger Stock Shares theretofore represented by such Certificate shall have been converted, converted pursuant to Section 2.1 3.01, and the Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of shares of the Company Merger Stock Shares that is not registered in the transfer records of the Company, payment may be made to a Person person other than the Person person in whose name the Certificate so surrendered is registered, if such Certificate shall be properly endorsed or otherwise be in proper form for transfer and the Person person requesting such payment shall pay any transfer or other taxes required by reason of the payment to a Person person other than the registered holder of such Certificate or establish to the satisfaction of the Surviving Corporation that such tax has been paid or is not applicable. Until surrendered as contemplated by this Section 2.23.02, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Considerationamount of cash, without interest, into which the shares of the Company Merger Stock Shares theretofore represented by such Certificate shall have been entitled to receive converted pursuant to Section 2.13.01. No interest will be paid or will accrue on the cash payable upon the surrender of any Certificate.

Exchange Procedure. As soon as reasonably practicable after the ------------------ Effective Time, the Paying Agent shall mail to each holder of record of a certificate or certificates that immediately prior to the Effective Time represented shares of the Company Merger Stock Shares (the “"Certificates”"), (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Paying Agent and shall be in a form and have such other provisions as Parent may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the Merger Consideration. Upon surrender of a Certificate for cancellation to the Paying Agent or to such other agent or agents as may be appointed by Parent, together with such letter of transmittal, duly executed, and such other documents as may reasonably be required by the Paying Agent, the holder of such Certificate shall be entitled to receive in exchange therefor the number of shares of Parent Common Stock into which the shares of the Company Merger Stock theretofore represented by such Certificate shall have been convertedConsideration, pursuant to Section 2.1 and the Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of shares of the Company Merger Stock Shares that is not registered in the transfer records of the Company, payment may be made to a Person person other than the Person person in whose name the Certificate so surrendered is registered, if such Certificate shall be properly endorsed or otherwise be in proper form for transfer and the Person person requesting such payment shall pay any transfer or other taxes required by reason of the payment to a Person person other than the registered holder of such Certificate or establish to the satisfaction of the Surviving Corporation that such tax has been paid or is not applicable. Until surrendered as contemplated by this Section 2.21.6, each Certificate (other than Certificates representing Dissenting Shares) shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration, without interest, which . No interest will be paid or will accrue on the shares cash payable upon the surrender of any Certificate. Parent or the Company Merger Stock theretofore represented by such Certificate Paying Agent shall have been be entitled to receive deduct and withhold from the consideration otherwise payable pursuant to Section 2.1this Agreement such amounts as Parent or the Paying Agent is required to deduct and withhold with respect to the making of such payment under the Code (as hereinafter defined) or under any provisions of state, local or foreign tax law. To the extent that amounts are so withheld by Parent or the Paying Agent, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the person in respect of which such deduction or withholding was made by Parent or the Paying Agent.

Exchange Procedure. As soon as reasonably practicable after the Effective Time, the Paying Exchange Agent shall mail to each holder of record of a certificate or certificates that which immediately prior to the Effective Time represented outstanding shares of the Company Merger Common Stock (the “"Certificates”)") whose shares were converted into the right to receive the Merger Consideration pursuant to Section 3.1, (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Paying Exchange Agent and shall be in a form and have such other provisions as Parent may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the Merger Consideration. Upon surrender of a Certificate for cancellation to the Paying Agent or to such other agent or agents as may be appointed by ParentExchange Agent, together with such letter of transmittal, duly executed, and such other documents as may reasonably be required by the Paying Exchange Agent, the holder of such Certificate shall be entitled to receive in exchange therefor the number Merger Consideration into which the shares of Company Common Stock shall have been converted pursuant to Section 3.1, cash in lieu of fractional shares of Parent Common Stock into to which the shares of the Company Merger Stock theretofore represented by such Certificate shall have been converted, holder is entitled pursuant to Section 2.1 3.2(f) and any dividends or other distributions to which such holder is entitled pursuant to Section 3.2(c), and the Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of shares of the Company Merger Common Stock that which is not registered in the transfer records of the Company, payment may be made to a Person person other than the Person person in whose name the Certificate so surrendered is registered, if such Certificate shall be properly endorsed or otherwise be in proper form for transfer and the Person person requesting such payment shall pay any transfer or other taxes required by reason of the payment to a Person person other than the registered holder of such Certificate or establish to the satisfaction of the Surviving Corporation that such tax has been paid or is not applicable. Until surrendered as contemplated by this Section 2.2At any time after the Effective Time, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration, without interest, Consideration into which the shares of the Company Merger Common Stock theretofore represented by such Certificate shall have been entitled to receive converted pursuant to Section 2.13.1, cash in lieu of any fractional shares of Parent Common Stock as contemplated by Section 3.2(f) and any dividends or other distributions to which such holder is entitled pursuant to Section 3.2(c), in each case, without interest thereon.

Exchange Procedure. As soon as reasonably practicable after the Effective Time, Parent shall, or shall cause the Surviving Corporation to, cause the Paying Agent shall to mail to each holder record holder, as of record of a certificate or certificates that immediately prior to the Effective Time represented shares Time, of the Company Merger Stock (the “Certificates”)an outstanding Certificate, (i) a form of letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates held by such Person (as defined in Section 9.11) shall pass, only upon proper delivery of the Certificates to the Paying Agent and shall be in a form as Parent may reasonably specifyAgent) and (ii) instructions for use in effecting the surrender of the Certificates a Certificate in exchange for the Merger ConsiderationConsideration with respect to each Share formerly represented by such Certificate. Upon Following surrender of a Certificate for cancellation to the Paying Agent or to such other agent or agents as may be appointed by Parentof a Certificate, together with such letter of transmittal, transmittal duly executed, and such other documents as may reasonably be required by the Paying Agent, the holder of such Certificate shall be entitled to receive paid in exchange therefor cash in an amount equal to the product of the number of shares of Parent Common Stock into which the shares of the Company Merger Stock theretofore Shares represented by such Certificate shall have been convertedmultiplied by the Merger Consideration (subject to any applicable withholding tax as specified in Section 2.03(e)), pursuant to Section 2.1 and the such Certificate so surrendered shall forthwith be canceled. In No interest will be paid or accrued on the event of a transfer of ownership of shares cash payable upon the surrender of the Company Merger Stock that Certificates. If payment is not registered in the transfer records of the Company, payment may to be made to a Person other than the Person in whose name the Certificate so surrendered is registered, if such it shall be a condition of payment that the Certificate so surrendered shall be properly endorsed or otherwise be in proper form for transfer and that the Person requesting such payment shall pay any transfer or other taxes required by reason of the payment to a Person other than the registered holder of such the Certificate surrendered or establish to the satisfaction of the Surviving Corporation that such tax has been paid or is not applicable. Until From and after the Effective Time and until surrendered as contemplated by in accordance with the provisions of this Section 2.22.03, each Certificate shall be deemed at any time after the Effective Time to represent only for all purposes solely the right to receive upon such surrender receive, in accordance with the terms hereof, the Merger ConsiderationConsideration in cash multiplied by the number of Shares evidenced by such Certificate, without interest, which the shares of the Company Merger Stock theretofore represented by such Certificate shall have been entitled to receive pursuant to Section 2.1any interest thereon.

Exchange Procedure. As soon as reasonably practicable after the Effective Time, Parent or the Paying Surviving Corporation shall cause the Exchange Agent shall to mail and make available to each holder of record of a certificate or certificates that immediately prior to the Effective Time represented shares of the Company Merger Stock Shares (the “Certificates”"CERTIFICATES"), (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Paying Exchange Agent and shall be in a such form and have such other provisions as Parent and the Company may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for payment of the Merger Consideration. Upon surrender of a Certificate for cancellation to the Paying Agent or to such other agent or agents as may be appointed by ParentExchange Agent, together with such a duly executed letter of transmittal, duly executedthe Exchange Agent shall, and such other documents as may reasonably be required by the Paying AgentParent shall cause the Exchange Agent to, promptly pay out to the holder of such Certificate shall be entitled a check representing the Merger Consideration that such holder has the right to receive in exchange therefor the number of shares of Parent Common Stock into which the shares respect of the Company Merger Stock theretofore Certificate surrendered, after giving effect to any required withholding tax. Shares represented by such Certificate shall have been converted, pursuant to Section 2.1 and the Certificate so surrendered shall forthwith be canceled. No interest will be paid or accrued on the cash payable to holders of Shares. In the event of a transfer of ownership of shares of the Company Merger Stock Shares that is not registered in the transfer records of the Company, payment Merger Consideration to be paid pursuant to this Section 2.2 may be made paid to a Person other than the Person in whose name the Certificate so surrendered is registeredtransferee, if such Certificate shall be properly endorsed or otherwise be in proper form for transfer and the Person requesting such payment transferee shall pay any transfer or other taxes required by reason of the payment to a Person other than the registered holder of such Certificate or establish to the satisfaction of Parent or the Surviving Corporation that such tax has been paid or is not applicable. Parent or the Exchange Agent shall be entitled to deduct and withhold from the Merger Consideration otherwise payable pursuant to this Agreement to any holder of Shares such amounts as Parent or the Exchange Agent is required to deduct and withhold with respect to the making of such payment under the Code or under any provision of state, local or foreign tax law. To the extent that amounts are so withheld by Parent or the Exchange Agent, withheld amounts shall be treated for all purposes of this Agreement as having been paid to the holder of the Shares in respect of which such deduction and withholding was made by Parent or the Exchange Agent. Until surrendered as contemplated by this Section 2.2, each Certificate (other than Certificates representing Dissenting Shares) shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration, without interest, which the shares of the Company Merger Stock theretofore represented Consideration in cash as contemplated by such Certificate shall have been entitled to receive pursuant to this Section 2.12.2.

Exchange Procedure. As soon as reasonably practicable after Following the Effective TimeRedemption Date, the Paying Agent Applera shall mail send, or shall cause to be sent, to each holder of record of a certificate or certificates that immediately shares of Celera Group Common Stock at the close of business on the Business Day prior to the Effective Time represented shares of the Company Merger Stock (the “Certificates”)Redemption Date, (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Celera Group Stock Certificates shall pass, only upon delivery of the Celera Group Stock Certificates to the Paying Exchange Agent and shall be in a customary form and have such other customary provisions as Parent may Applera reasonably specifyspecifies) and (ii) providing instructions for use in effecting the surrender of the Celera Group Stock Certificates in exchange for the Merger Considerationbook-entry shares of Celera Common Stock. Upon surrender of a Celera Group Stock Certificate for cancellation to the Paying Agent or to such other agent or agents as may be appointed by ParentExchange Agent, together with such the letter of transmittal, transmittal referred to in this Section 3.3(b) duly executed, executed and such other documents as may reasonably be required by the Paying Agentcompleted in accordance with its terms, the holder of such Celera Group Stock Certificate shall be entitled to receive in exchange therefor book-entry shares in uncertificated form of Celera Common Stock equal to the number of shares of Parent Common Stock into which the shares of the Company Merger Stock theretofore represented by such Certificate shall have been converted, pursuant to Section 2.1 and the Certificate so surrendered shall forthwith be canceledCelera Group Stock Certificate. In the event of a transfer of ownership of shares of the Company Merger Celera Group Common Stock that which is not registered in the transfer records of Applera, book-entry transfer representing the Company, payment Celera Common Stock for which such shares of Celera Group Common Stock are exchangeable in accordance with Section 3.2(a) may be made on behalf of a transferee if the Celera Group Stock Certificate representing such shares of Celera Group Common Stock is presented to a Person other than the Person in whose name the Certificate so surrendered is registered, if Exchange Agent accompanied by all documents required to evidence and effect such Certificate shall be properly endorsed or otherwise be in proper form for transfer and the Person requesting such payment shall pay by evidence that any applicable stock transfer or other taxes required by reason of the payment to a Person other than the registered holder of such Certificate or establish to the satisfaction of the Surviving Corporation that such tax has Taxes have been paid or is not applicableby the stockholder. Until surrendered as contemplated by this Section 2.23.3, each Celera Group Stock Certificate shall be deemed at any time shall, after the Effective Time to Redemption Date, represent for all purposes only the right to receive upon such surrender the Merger Consideration, without interest, that number of shares of Celera Common Stock for which the shares of the Company Merger Celera Group Common Stock theretofore represented by such Certificate shall have been entitled to receive pursuant to are exchangeable in accordance with Section 2.13.2 hereof.

Exchange Procedure. As soon as reasonably practicable after the Effective Time, the Paying Agent Surviving Corporation shall mail or caused to be mailed to each holder of record of a certificate or certificates that any certificate, which as of immediately prior to the Effective Time represented shares of Company Common Stock and as of the Company Effective Time represents the right to receive Merger Stock Consideration (all such certificates, the “"Certificates”"), (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Paying Agent and shall be in a form as Parent may reasonably specifyaddress specified therein) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the applicable Merger Consideration. Upon surrender of a Certificate for cancellation to the Paying Agent or to such other agent or agents as may be appointed by ParentAgent, together with such letter of transmittal, duly executed, and such other documents as may reasonably be required by the Paying Agent, the holder of such Certificate shall be entitled to receive in exchange therefor from 4 81 the number Paying Agent the amount of shares of Parent Common Stock cash into which the shares of the Company Merger Common Stock theretofore represented by such Certificate shall have been converted, converted pursuant to Section 2.1 2.01, and the Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of the shares of the Company Merger Common Stock that is not registered in the transfer records of the Company, payment may be made to a Person person other than the Person person in whose name the Certificate so surrendered is registered, if such Certificate shall be properly endorsed or otherwise be in proper form for transfer and the Person person requesting such payment shall pay any transfer or other taxes required by reason of the payment to a Person person other than the registered holder of such Certificate or establish to the satisfaction of the Surviving Corporation that such tax has been paid or is not applicable. Until surrendered as contemplated by this Section 2.22.02, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Considerationamount of cash, without interest, into which the shares of the Company Merger Common Stock theretofore represented by such Certificate shall have been entitled to receive converted pursuant to Section 2.12.01. No interest will be paid or will accrue on the cash payable upon the surrender of any Certificate. In the event any Certificate shall have been lost, stolen or destroyed, upon making of an affidavit of that fact by the Person claiming such Certificate to be lost, stolen or destroyed, the Surviving Corporation will pay in exchange for such lost, stolen or destroyed Certificate, the amount of cash into which the shares of Company Common Stock theretofore represented by such Certificate have been converted pursuant to Section 2.01, except that when authorizing such payment, the Board of Directors of the Surviving Corporation, may, in its discretion and as a condition precedent to such payment, require the owner of such lost, stolen or destroyed Certificate to deliver a bond in such sum as it may reasonably direct as indemnity against any claim that may be made against the Surviving Corporation or the Paying Agent with respect to such Certificate.

Exchange Procedure. As soon as reasonably practicable after the Effective Time, the Paying Agent shall mail to each holder of record of a certificate Certificate or certificates that immediately prior to the Effective Time represented shares of the Company Merger Stock (the “Certificates”), (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Paying Agent and shall be in a form and have such other provisions as Parent may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the Merger Consideration. Upon surrender of a Certificate for cancellation to the Paying Agent or to such other agent or agents as may be appointed by Parent, together with such letter of transmittal, duly executed, and such other documents as may reasonably be required by the Paying Agent, the holder of such Certificate shall be entitled to receive in exchange therefor the number of shares of Parent Common Stock Merger Consideration into which the shares of the Company Merger Common Stock theretofore represented by such Certificate shall have been converted, converted pursuant to Section 2.1 ------- 3.01(c), and the Certificate so surrendered shall forthwith be canceled. In the ------- event of a transfer of ownership of shares of the Company Merger Common Stock that which is not registered in the transfer records of the Company, payment may be made to a Person other than the Person in whose name the Certificate so surrendered is registered, if such Certificate shall be properly endorsed or otherwise be in proper form for transfer and the Person requesting such payment shall (A) pay any transfer or other taxes Taxes required by reason of the payment to a Person other than the registered holder of such Certificate Certificate, or (B) establish to the satisfaction of the Surviving Corporation that such tax Tax has been paid or is otherwise not applicable. Until surrendered as contemplated by this Section 2.23.02, each ------------ Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration, without interest, into which the shares of the Company Merger Common Stock theretofore represented by such Certificate shall have been entitled to receive converted pursuant to Section 2.13.01(c). No --------------- interest shall be paid or shall accrue on any Merger Consideration payable upon the surrender of any Certificate.

Exchange Procedure. As soon as reasonably practicable after the Effective Time, the Paying Agent Surviving Corporation shall mail or caused to be mailed to each holder of record of a certificate or certificates that any certificate, which as of immediately prior to the Effective Time represented shares of ▇▇▇▇▇ Common Stock and as of the Company Effective Time represents the right to receive Merger Stock Consideration (all such certificates, the “"Certificates”"), (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Paying Agent and shall be in a form as Parent may reasonably specifyaddress specified therein) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the applicable Merger Consideration. Upon surrender of a Certificate for cancellation to the Paying Agent or to such other agent or agents as may be appointed by ParentAgent, together with such letter of transmittal, duly executed, and such other documents as may reasonably be required by the Paying Agent, the holder of such Certificate shall be entitled to receive in exchange therefor from the number Paying Agent the amount of shares of Parent Common Stock cash into which the shares of the Company Merger ▇▇▇▇▇ Common Stock theretofore represented by such Certificate shall have been converted, converted pursuant to Section 2.1 2.01, and the Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of the shares of the Company Merger ▇▇▇▇▇ Common Stock that is not registered in the transfer records of the Company▇▇▇▇▇, payment may be made to a Person person other than the Person person in whose name the Certificate so surrendered is registered, if such Certificate shall be properly endorsed or otherwise be in proper form for transfer and the Person person requesting such payment shall pay any transfer or other taxes Taxes required by reason of the payment to a Person person other than the registered holder of such Certificate or establish to the satisfaction of the Surviving Corporation that such tax Tax has been paid or is not applicable. Until surrendered as contemplated by this Section 2.22.02, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Considerationamount of cash, without interest, into which the shares of the Company Merger ▇▇▇▇▇ Common Stock theretofore represented by such Certificate shall have been entitled to receive converted pursuant to Section 2.12.01. No interest will be paid or will accrue on the cash payable upon the surrender of any Certificate. In the event any Certificate shall have been lost, stolen or destroyed, upon making of an affidavit of that fact by the person claiming such Certificate to be lost, stolen or destroyed, the Surviving Corporation will pay in exchange for such lost, stolen or destroyed Certificate, the amount of cash into which the shares of ▇▇▇▇▇ Common Stock theretofore represented by such Certificate have been converted pursuant to Section 2.01, except that when authorizing such payment, the Board of Directors of the Surviving Corporation, may, in its discretion and as a condition precedent to such payment, require the owner of such lost, stolen or destroyed Certificate to deliver a bond in such sum as it may reasonably direct as indemnity against any claim that may be made against the Surviving Corporation or the Paying Agent with respect to such Certificate.

Exchange Procedure. As (i) The Company shall prepare and mail, or cause to be prepared and mailed, a letter of transmittal substantially in the form attached hereto as Exhibit E (the “Letter of Transmittal”) to each Stockholder. At or prior to the Closing, (A) each Stockholder may surrender to the Company (1) its certificates and/or agreements representing the number of shares of Company Common Stock held by such Stockholder (or an affidavit of lost, stolen or destroyed certificate in the form attached to the Letter of Transmittal) or (2) in the case of uncertificated shares, such shares ((1) and (2) collectively, the “Converted Shares”), in each case together with a duly executed Letter of Transmittal and (B) if so surrendered, Paying Agent shall, as soon as reasonably practicable after the Effective Time or, if surrendered after the Effective Time, the date of surrender, pay to such Stockholder the amount of cash to which it is entitled under this Article II. In the event a Stockholder does not deliver to the Company a Letter of Transmittal at or prior to Closing, such failure shall not alter, limit or delay the Closing or the conversion of such Company Common Stock as provided for in Section 2.3, but such Stockholder shall not be entitled to receive the payments contemplated by this Article II unless and until such Stockholder surrenders the Converted Shares and a duly executed Letter of Transmittal to the Company. After the Effective Time, the Paying Agent shall mail to each holder of record of a certificate or certificates that immediately prior to the Effective Time represented shares act as agent for payment of the Company Merger Stock (the “Certificates”), (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only Closing Date Payment upon delivery surrender of the Certificates Converted Shares to all Stockholders who have not so surrendered their Converted Shares on the Paying Agent and shall be in a form as Parent may reasonably specify) and Closing Date. (ii) instructions for use in effecting the surrender of the Certificates in exchange for the Merger Consideration. Upon surrender of a Certificate for cancellation to the Paying Agent or to such other agent or agents as may be appointed by Parent, together with such letter of transmittal, duly executed, and such other documents as may reasonably be required by the Paying Agent, the holder of such Certificate shall be entitled to receive in exchange therefor the number of shares of Parent Common Stock into which the shares of the Company Merger Stock theretofore represented by such Certificate shall have been converted, pursuant to Section 2.1 and the Certificate so surrendered Surrendered Converted Shares shall forthwith be canceled. In the event of a transfer of ownership of shares of the Company Merger Stock that is not registered in the transfer records of the Company, payment may be made to a Person other than the Person in whose name the Certificate Until so surrendered is registered, if such Certificate shall be properly endorsed or otherwise be in proper form for transfer and the Person requesting such payment shall pay any transfer or other taxes required by reason of the payment to a Person other than the registered holder of such Certificate or establish to the satisfaction of the Surviving Corporation that such tax has been paid or is not applicable. Until surrendered as contemplated by this Section 2.2exchanged, each Certificate such Converted Share shall be deemed at any time after the Effective Time to represent only solely the right to receive upon such surrender the Merger Consideration, without interest, which . No interest will be paid or will accrue on the shares cash payable upon surrender of the Company Merger Stock theretofore represented by such Certificate shall have been entitled to receive pursuant to Section 2.1any Converted Share.

Exchange Procedure. As soon as reasonably practicable after the Effective Time and in any event within five (5) Business Days following the Effective Time, the Paying Surviving Corporation shall cause the Exchange Agent shall to mail to each holder of record of a certificate or certificates that (the “Certificates”) that, immediately prior to the Effective Time Time, represented outstanding shares of Company Common Stock, whose shares were converted into the Company right to receive such holder’s ratable portion of the Merger Stock (the “Certificates”)Consideration, (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates held by such Person shall pass, only upon the proper delivery of the Certificates to the Paying Agent and shall be in a form and have such other provisions as Parent may reasonably specify) and (ii) instructions as specified by Parent for use in effecting the surrender exchange of the Certificates in exchange for the Merger Consideration. Upon surrender of a Certificate for cancellation to the Paying Exchange Agent or to such other agent or agents as may be appointed by Parent, together with such letter of transmittal, duly completed and executed, and such all other documents as may reasonably be required by the Paying Agentinstructions thereto, the holder of such Certificate shares of Company Common Stock shall be entitled to receive in exchange therefor therefor, and the number of shares of Parent Common Stock into which Exchange Agent shall promptly distribute to such holder, the shares ratable portion of the Company Merger Stock theretofore represented by Consideration to which such Certificate shall have been converted, holder is entitled pursuant to Section 2.1 2.1, and the Certificate such shares of Company Common Stock so surrendered shall forthwith be canceledcancelled. In the event of a transfer of ownership of shares of the Company Merger Common Stock that is not registered in the transfer records of the Company, payment may be made to a Person other than the Person in whose name the Certificate so surrendered is registered, if such Certificate shall be properly endorsed or otherwise be in proper form for transfer and the Person requesting such payment shall pay any transfer or other taxes required by reason of the payment to a Person other than the registered holder of such Certificate or establish to the satisfaction of the Surviving Corporation Parent that such tax has been paid or is not applicable. Until surrendered as contemplated by this Section 2.22.2(b), each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration, without interest, into which the shares of the Company Merger Common Stock theretofore represented by such Certificate shall have been entitled to receive converted pursuant to Section 2.1.

Exchange Procedure. As soon as reasonably practicable after (i) After the Effective Time, the Paying Agent Surviving Entity shall mail cause to be mailed to each holder of record of a certificate or certificates that immediately prior to the Effective Time represented shares of the Company Merger Stock Public Units (the “"Certificates”"), (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Paying Agent and shall be in a form and have other such provisions as Parent Surviving Entity may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the Merger Consideration. Upon surrender of a Certificate for cancellation to the Paying Agent or to such other agent or agents as may be appointed by ParentSurviving Entity, together with such letter of transmittal, duly executed, and such other documents as may reasonably be required by the Paying Agent, the holder of such Certificate shall be entitled to receive in exchange therefor therefor, and the number of shares of Parent Common Stock into which Paying Agent shall pay pursuant to instructions given by Surviving Entity, the shares of the Company Initial Merger Stock theretofore represented Consideration for each Public Unit formerly evidenced by such Certificate, and such Certificate shall have been converted, pursuant to Section 2.1 and the Certificate so surrendered shall forthwith thereupon be canceled. In the event of a transfer of ownership of shares If payment of the Company Merger Stock that Consideration is not registered in the transfer records of the Company, payment may to be made to a Person person other than the Person person in whose name the surrendered Certificate so surrendered is registeredregistered on the transfer books of Henley, if such Certificate it shall be a condition of payment to the h▇▇▇▇▇ of a Certificate that the Certificate be endorsed properly endorsed or otherwise be in proper form for transfer and that the Person person requesting such payment shall pay any have paid all transfer or and other taxes required by reason of the payment of the Merger Consideration to a Person person other than the registered holder of such Certificate or establish shall have established to the satisfaction of the Surviving Corporation Entity that such tax has been paid or is taxes are not applicable. Until surrendered as contemplated by this Section 2.21.02(b), each Certificate shall be deemed at any time after the Effective Time to represent only the nontransferable right to receive upon such surrender the Merger Consideration, without interest, Consideration into which the shares of the Company Merger Stock Public Units theretofore represented by such Certificate shall have been entitled to receive converted pursuant to Section 2.11.01(e) hereof. No interest will be paid or will accrue on the cash payable upon the surrender of any Certificate. (ii) Upon the determination of BCLP GP that Residual Consideration is to be paid to former holders of Public Units, Surviving Entity shall make arrangements consistent with those made with respect to payment of the Initial Merger Consideration for payment of Residual Merger Consideration to holders whose Certificates formerly evidencing Public Units previously were surrendered pursuant to Section 1.20(b) (it being understood that any and all interest earned on Residual Consideration funds after such arrangements are made shall be turned over to Surviving Entity).

Exchange Procedure. As soon as reasonably practicable after the Effective Time, the Paying Agent shall mail to each holder of record (other than the Parent) of a certificate or certificates that which immediately prior to the Effective Time represented shares of the Company Merger Common Stock (the “Certificates”), ) and to each holder of Company Options at the Effective Time (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Paying Agent and shall be in a form and have such other provisions as Parent the Company may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates and Company Options in exchange for the Merger Consideration or Option Consideration, as applicable. Upon surrender of a Certificate or Company Option for cancellation to the Paying Agent or to such other agent or agents as may be appointed by Parentthe Company, together with such letter of transmittal, duly executed, and such other documents as may reasonably be required by the Paying Agent, the holder of such Certificate or Company Option, as the case may be, shall be entitled to receive in exchange therefor the number amount of shares of Parent Common Stock cash into which the shares of the Company Merger Stock theretofore represented by such Certificate or Company Option, as the case may be, shall have been converted, converted pursuant to Section 2.1 3.01, and the Certificate or Company Option, as the case may be, so surrendered shall forthwith be canceled. In the event of a transfer of ownership of shares of the Company Merger Stock that is not registered in the transfer records of the Company, payment may be made to a Person person other than the Person person in whose name the Certificate so surrendered is registered, if such Certificate shall be properly endorsed or otherwise be in proper form for transfer and the Person person requesting such payment shall pay any transfer or other taxes required by reason of the payment to a Person person other than the registered holder of such Certificate or establish to the satisfaction of the Surviving Corporation that such tax has been paid or is not applicable. Until surrendered as contemplated by this Section 2.23.02, each Certificate and Company Option shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration or Option Consideration, respectively, without interest, which . No interest will be paid or will accrue on the shares of the Company Merger Stock theretofore represented by such Certificate shall have been entitled to receive pursuant to Section 2.1Consideration or Option Consideration.

Exchange Procedure. As soon as reasonably practicable after the Effective Time, the Paying Surviving Corporation shall cause the Exchange Agent shall to mail to each holder of record of a certificate or certificates that immediately prior to the Effective Time represented shares of the Company Merger Stock Shares (the “"Certificates”), (ia) a letter of transmittal (which shall (x) specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Paying Agent Exchange Agent, and shall (y) otherwise be in a customary form as Parent may reasonably specify) and (iib) instructions for use in effecting the surrender of the Certificates in exchange for the Merger Considerationconsideration contemplated by Section 2.3, including cash in lieu of fractional shares. Upon surrender of a Certificate for cancellation to the Paying Agent or to such other agent or agents as may be appointed by ParentExchange Agent, together with such letter of transmittal, duly executed, and such other documents as may reasonably be required by the Paying Exchange Agent, the holder of such Certificate shall be entitled to receive in exchange therefor (1) such holder’s portion of the Merger Consideration, as set forth on the Allocation Schedule (evidenced by certificates representing that number of whole shares of Parent Purchaser Common Stock into which the shares of the Company Merger Stock theretofore represented by such Certificate shall have been converted, holder has a right to receive pursuant to Section 2.1 2.3, less such holder’s portion of the Escrow Shares) and (2) a check representing the amount of cash in lieu of fractional shares, if any, that such holder has the right to receive in respect of the Certificate so surrendered shall forthwith pursuant to the provisions of this ARTICLE II, after giving effect to any required withholding Tax. No interest will be canceledpaid or accrued on the cash payable to holders of the Shares. In the event of a transfer of ownership of shares of the Company Merger Stock Shares that is not registered in the transfer records of the Company, payment a certificate representing the proper number of Purchaser Common Stock, together with a check for the cash to be paid pursuant to this Section 2.5 may be made issued to such a Person other than the Person in whose name the Certificate so surrendered is registered, transferee if such Certificate shall be properly endorsed or otherwise be in proper form for transfer and the Person requesting such payment transferee shall pay any transfer or other taxes Taxes required by reason of the payment to a Person other than the registered holder of such Certificate or establish to the satisfaction of the Surviving Corporation Purchaser that such tax Tax has been paid or is not applicable. Until surrendered as contemplated by this Section 2.2, each Certificate Purchaser or the Exchange Agent shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration, without interest, which the shares of the Company Merger Stock theretofore represented by such Certificate shall have been entitled to receive deduct and withhold from the consideration otherwise payable pursuant to Section 2.1this Agreement such amounts as Purchaser or the Exchange Agent is required to deduct and withhold with respect to the making of such payment under the Code or under any provision of state, local or foreign Tax law. To the extent that amounts are so withheld by Purchaser or the Exchange Agent, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the Person in respect of which such deduction and withholding was made.

Exchange Procedure. A. As soon as reasonably practicable after following the Effective Time, and subject to proper elections having been made, the Paying Agent President of the Surviving Company shall mail to each holder of record of a an outstanding certificate or certificates that immediately which prior to the Effective Time thereto represented shares of Series A Preferred Stock or Series B Preferred Stock that did not submit such certificate or certificates to the Company Merger Stock (President of the “Certificates”), Surviving Corporation with such holder's Form of Election (i) a letter of transmittal (which shall specify specify, as shall the Form of Election, that delivery shall be effected, and risk of loss and title to the Certificates such certificate shall pass, only upon delivery of the Certificates such certificates to the Paying Agent and shall be in a form as Parent may reasonably specify) President of the Surviving Corporation), and (ii) instructions for use in effecting the surrender of the Certificates in exchange certificates for the Merger Consideration. Upon surrender of a Certificate for cancellation to the Paying Agent or to such other agent or agents as may be appointed by Parent, together with such letter of transmittal, duly executed, and such other documents as may reasonably be required by the Paying Agent, the The holder of such Certificate certificates shall after the Effective Time, subject to proper surrender to the President of the Surviving Corporation of such certificates for cancellation, be entitled only to receive in exchange therefor a certificate or certificates representing the number of shares of Parent Common Stock common stock of the Surviving Corporation, if any, and/or the amount of cash, if any, into which the aggregate number of shares of the Company Merger Series A Preferred Stock theretofore or Series B Preferred Stock, as applicable, previously represented by such Certificate certificate or certificates surrendered shall have been converted, converted pursuant to Section 2.1 this Agreement. The Exchange Agent shall accept such certificates upon compliance with such reasonable terms and conditions as the Certificate so surrendered President of the Surviving Corporation may impose to effect an orderly exchange thereof. After the Effective Date, there shall forthwith be canceled. In no further transfer on the event records of a HSE or its transfer agent of ownership of certificates representing shares of HSE Series A Preferred Stock or Series B Preferred Stock and if such certificates are presented to the Company Merger Stock that Surviving Corporation for transfer, they shall be cancelled against delivery of certificates for Surviving Corporation common stock or cash as hereinabove provided. If any certificate for such Surviving Corporation common stock is not registered in the transfer records of the Companyto be issued in, payment may or if cash is to be made to remitted to, a Person name other than that in which the Person in whose name the Certificate so certificate for Series A Preferred Stock or Series B Preferred Stock surrendered for exchange is registered, if it shall be a condition of such Certificate exchange that the certificate so surrendered shall be properly endorsed or otherwise be in proper form for transfer and the Person requesting such payment shall pay any transfer or other taxes required by reason of the payment to a Person other than the registered holder of such Certificate or establish to the satisfaction of the Surviving Corporation that such tax has been paid or is not applicabletransfer. Until surrendered as contemplated by this Section 2.29, each Certificate certificate for shares of Series A Preferred Stock or Series B Preferred Stock shall be deemed at any time after the Effective Time of the Merger to represent only the right to receive upon such surrender the Merger Consideration. No interest will be paid or will accrue on any cash payable as Merger Consideration. B. No dividends or other distributions with respect to Surviving Corporation common stock with a record date after the Effective Time shall be paid to the holder of any unsurrendered certificate for shares of Series A Preferred Stock or Series B Preferred Stock with respect to the shares of Surviving Corporation common stock represented thereby until the surrender of such certificate in accordance with this Agreement. Subject to the effect of applicable laws, following surrender of any such certificate, there shall be paid to the holder of the certificate representing shares of Surviving Corporation common stock issued in exchange therefor, without interest, which (i) at the time of such surrender the amount of dividends or other distributions with a record date after the Effective Time theretofore paid with respect to such shares of Surviving Corporation common stock, and (ii) at the appropriate payment date, the amount of dividends or other distributions with a record date after the Effective Time but prior to such surrender and a payment date subsequent to such surrender payable with respect to such shares of Surviving Corporation common stock. C. All shares of Surviving Corporation common stock issued and cash paid upon the surrender for exchange of certificates representing shares of Series A Preferred Stock or Series B Preferred Stock in accordance with the terms of this Agreement shall be deemed to have been issued (and paid) in full satisfaction of all rights pertaining to the shares of the Company Merger Series A Preferred Stock or Series B Preferred Stock theretofore represented by such Certificate shall have been entitled to receive pursuant to Section 2.1certificates.

Exchange Procedure. As At the Closing or as soon as reasonably practicable after the Effective Timethereafter, the Paying Agent Company on behalf of its stockholders shall mail to each holder of record of a certificate or certificates that immediately prior deliver the Company Stock, Company Warrants and Company Options to the Effective Time represented shares of Acquisition Sub and the Acquisition Sub shall deliver the Merger Consideration to the Company Merger Stock (the “Certificates”), (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title for distribution to the Certificates shall pass, only upon delivery of the Certificates to the Paying Agent and shall be in a form as Parent may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the Merger Consideration. Upon surrender of a Certificate for cancellation to the Paying Agent or to such other agent or agents as may be appointed by Parent, together with such letter of transmittal, duly executed, and such other documents as may reasonably be required by the Paying Agent, the holder of such Certificate shall be entitled to receive in exchange therefor the number of shares of Parent Common Stock into which the shares of the Company Merger Stock theretofore represented by such Certificate shall have been converted, pursuant to Section 2.1 and the Certificate so surrendered shall forthwith be canceled. its stockholders In the event of a transfer of ownership of shares of the Company Merger Stock that is not registered in the transfer records of the Company, payment may be made to a Person person other than the Person person in whose name the Certificate so surrendered is registered, if such Certificate shall be properly endorsed or otherwise be in proper form for transfer and the Person person requesting such payment shall pay any transfer or other taxes required by reason of the payment to a Person person other than the registered holder of such Certificate or establish to the satisfaction of the Surviving Corporation that such tax has been paid or is not applicable. Until surrendered as contemplated by this Section 2.22.02, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration, without interest, number of shares of Parent Common Stock into which the shares of the Company Merger Stock theretofore represented by such Certificate shall have been entitled to receive converted pursuant to Section 2.12.01. No interest will be paid or will accrue on any cash payable upon the surrender of any Certificate. In the event any Certificate shall have been lost, stolen or destroyed, the Parent may, in its discretion and as a condition precedent to the payment of the Merger Consideration in respect of the shares represented by such Certificate, require the owner of such lost, stolen or destroyed Certificate to deliver a bond in such sum as it may reasonably direct as indemnity against any claim that may be made against the Parent or the Surviving Corporation.

Exchange Procedure. As soon (a) To exchange a Security, a Holder must (1) complete and manually sign the exchange notice on the back of the Security and deliver such notice to an Exchange Agent, (2) surrender the Security to an Exchange Agent, (3) furnish appropriate endorsements and transfer documents if required by an Exchange Agent and (4) pay all transfer or similar taxes, if required pursuant to Section 4.04. The date on which the Holder satisfies all of those requirements is the “Exchange Date”. Upon the exchange of a Security, the Company will pay the cash and deliver the Common Shares, as reasonably applicable, as promptly as practicable after the Effective Timelater of the Exchange Date and the date that all calculations necessary to make such payment and delivery have been made (such calculations shall be made in accordance with Section 4.13(c) hereof), but in no event later than five Business Days after the Paying Agent shall mail to each holder later of record of a certificate or certificates that immediately prior those dates. Anything herein to the Effective Time represented shares contrary notwithstanding, in the case of the Company Merger Stock (the “Certificates”)Global Securities, (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Paying Agent and shall be in a form as Parent may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the Merger Consideration. Upon surrender of a Certificate for cancellation to the Paying Agent or to such other agent or agents as notices may be appointed by Parent, together with such letter of transmittal, duly executed, delivered and such other documents as may reasonably be required by the Paying Agent, the holder of such Certificate shall be entitled to receive in exchange therefor the number of shares of Parent Common Stock into which the shares of the Company Merger Stock theretofore represented by such Certificate shall have been converted, pursuant to Section 2.1 and the Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of shares of the Company Merger Stock that is not registered in the transfer records of the Company, payment Securities may be made surrendered for exchange in accordance with the Applicable Procedures as in effect from time to a Person other than the Person time. (b) The person in whose name the Certificate so surrendered is registered, if such Certificate shall be properly endorsed or otherwise be in proper form for transfer and the Person requesting such payment shall pay any transfer or other taxes required by reason of the payment to a Person other than the registered holder of such Certificate or establish to the satisfaction of the Surviving Corporation that such tax has been paid or is not applicable. Until surrendered as contemplated by this Section 2.2, each Certificate Common Shares are issuable upon exchange shall be deemed at any time after to be a Holder of record of such Common Shares on the Effective Time to represent only later of (i) the right to receive upon such surrender Exchange Date, (ii) the Merger Consideration, without interest, expiration of the period in which the shares Company may elect to deliver cash in lieu of Common Shares or (iii) if the Company elects to deliver cash in lieu of some, but not all, of such Common Shares, the date on which the amount of cash issuable per Security has been determined; provided, however, that no surrender of a Security on any Exchange Date when the stock transfer books of the Company Merger Stock theretofore represented by such Certificate shall have been be closed shall be effective to constitute the person or persons entitled to receive the Common Shares upon exchange as the record Holder or Holders of such Common Shares on such date, but such surrender shall be effective to constitute the person or persons entitled to receive such Common Shares as the record Holder or Holders thereof for all purposes at the close of business on the next succeeding day on which such stock transfer books are open; provided further that such exchange shall be at the Exchange Rate in effect on the Exchange Date as if the stock transfer books of the Company had not been closed. Upon exchange of a Security, such person shall no longer be a Holder of such Security. Except as set forth in this Indenture, no payment or adjustment will be made for dividends or distributions declared or made on Common Shares issued upon exchange of a Security prior to the issuance of such shares. (c) Holders of Securities surrendered for exchange (in whole or in part) during the period from the close of business on any Regular Record Date to the opening of business on the next succeeding Interest Payment Date will receive the semi-annual interest payable on such Securities on the corresponding Interest Payment Date notwithstanding the exchange. However, such Holders must deliver to the Exchange Agent an amount in cash equivalent to such interest payable in order to exchange their Securities; provided, however, that no delivery of such amount in cash shall be required to be made (1) if such Securities have been called for redemption on a Redemption Date that is after such Regular Record Date and on or prior to such Interest Payment Date, (2) if a Change in Control Redemption Date has been scheduled that is after such Regular Record Date and on or prior to such Interest Payment Date, or (3) with respect to overdue interest (including Additional Interest), if any overdue interest exists at the time of exchange with respect to such Securities. Except as otherwise provided in this Section 4.02(c), no payment or adjustment will be made for accrued interest on an exchanged Security. (d) Subject to Section 4.02(c), nothing in this Section shall affect the right of a Holder in whose name any Security is registered at the close of business on a Regular Record Date to receive the interest payable on such Security on the related Interest Payment Date in accordance with the terms of this Indenture, the Securities and the Registration Rights Agreement. If a Holder exchanges more than one Security at the same time, the amount of cash to be paid and the number of Common Shares issuable upon the exchange, if any (and the amount of any cash in lieu of fractional shares pursuant to Section 2.14.03), shall be based on the aggregate principal amount of all Securities so exchanged. (e) In the case of any Security which is exchanged in part only, upon such exchange the Company shall execute and the Trustee shall authenticate and deliver to the Holder thereof, without service charge, a new Security or Securities of authorized denominations in an aggregate principal amount equal to, and in exchange for, the unexchanged portion of the principal amount of such Security. A Security may be exchanged in part, but only if the principal amount of such part is an integral multiple of $1,000 and the principal amount of such Security to remain outstanding after such exchange is equal to $1,000 or any integral multiple of $1,000 in excess thereof.

Exchange Procedure. As soon as reasonably practicable after the Effective Time, the Surviving Corporation or Parent shall cause the Paying Agent shall to mail to each holder of record of a certificate or certificates that immediately prior to the Effective Time represented shares of the Company Merger Stock (the “Certificates”), Certificate (i) a form of letter of transmittal (which shall include an accompanying substitute IRS Form W-9 or the applicable IRS Form W-8, shall specify that delivery shall be effected, and risk of loss and title to the Certificates held by such person shall pass, only upon proper delivery of the Certificates to the Paying Agent and shall be in a form and have such other provisions (including customary provisions regarding delivery of an “agent’s message” with respect to shares held in book-entry form) as Parent may reasonably specifyspecify and which shall be reasonably acceptable to the Company) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the Merger Consideration. Upon surrender of a Certificate for cancellation cancelation to the Paying Agent or to such other agent or agents as may be appointed by Parent, together with such letter of transmittal, duly completed and validly executed, and such other documents as may reasonably be required by the Paying Agent, the holder of such Certificate shall be entitled to receive in exchange therefor the number amount of shares of Parent Common Stock into which cash equal to the shares of Merger Consideration that such holder has the Company Merger Stock theretofore represented by such Certificate shall have been converted, right to receive pursuant to Section 2.1 2.01(c), and the Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of shares of the Company Merger Common Stock that is not registered in the stock transfer records books of the Company, payment of the Merger Consideration in exchange therefor may be made to a Person person other than the Person person in whose name the Certificate so surrendered is registered, registered if such Certificate shall be properly endorsed or otherwise be in proper form for transfer and the Person person requesting such payment shall pay any transfer or other taxes required by reason of the payment to a Person person other than the registered holder of such Certificate or establish to the satisfaction of the Surviving Corporation that such tax has been paid or is not applicable. Until surrendered as contemplated by this Section 2.2, each Certificate No interest shall be deemed at paid or shall accrue on the cash payable upon surrender of any time after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration, without interest, which the shares of the Company Merger Stock theretofore represented by such Certificate shall have been entitled to receive pursuant to Section 2.1Certificate.

Exchange Procedure. As soon as reasonably practicable after the Effective Time, the Surviving Corporation or Parent shall cause the Paying Agent shall to mail to each holder of record of a certificate or certificates that immediately prior to the Effective Time represented shares of the Company Merger Stock Shares evidenced by certificates (the “Certificates”other than Dissenting Shares and Excluded Shares), (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates Shares shall pass, only upon delivery of the Certificates such Shares to the Paying Agent and shall be in a form and have such other provisions as Parent and the Company may reasonably specifyagree) and (ii) instructions for use in effecting the surrender of the Certificates such Shares (or affidavits of loss in lieu thereof) in exchange for the Merger ConsiderationConsideration as provided in Section 3.1. Upon surrender of a Certificate Shares (or affidavits of loss in lieu thereof) for cancellation to the Paying Agent or to such other agent or agents as may be appointed by ParentAgent, together with such letter of transmittal, duly executed, and such other documents as may reasonably be required by the Paying Agent, the holder of such Certificate Shares shall be entitled to receive in exchange therefor the number amount of shares of Parent Common Stock cash, without interest, into which the shares of the Company Merger Stock theretofore represented by such Certificate Shares shall have been converted, converted pursuant to Section 2.1 3.1, and the Certificate Shares so surrendered shall forthwith be canceledcancelled. In the event of a transfer of ownership of shares of the Company Merger Stock Shares that is not registered in the transfer records of the Company, payment may be made to a Person other than the Person in whose name the Certificate Shares so surrendered is (or affidavits of loss in lieu thereof) are registered, if such Certificate provided it shall be properly endorsed or otherwise a condition to payment of such Person that with respect to such Shares the letter of transmittal be in proper form for transfer and the Person requesting such payment shall pay any deliver to the Paying Agent all documents reasonably required to evidence and effect such transfer or other taxes required by reason of the payment and to a Person other than the registered holder of such Certificate or establish to the satisfaction of the Surviving Corporation or the Paying Agent that such tax Tax has been paid or is not applicable. Until surrendered as contemplated by this Section 2.23.2, each Certificate Share (other than Dissenting Shares and Excluded Shares) shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Considerationamount of cash, without interest, into which the shares Shares shall have been converted pursuant to Section 3.1. No interest will be paid or will accrue on the cash payable upon the surrender of any Share (or affidavits of loss in lieu thereof). Parent, the Surviving Corporation and the Paying Agent shall be entitled to deduct and withhold from the consideration otherwise payable pursuant to this Agreement to any holder of Shares such amounts as Parent, the Surviving Corporation or the Paying Agent is required to deduct and withhold with respect to the making of such payment under the Code or under any provision of state, local or foreign Tax law. To the extent that amounts are so withheld by Parent or the Paying Agent, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the holder of the Shares in respect of which such deduction and withholding was made by Parent or the Paying Agent. As promptly as practicable after the Effective Time, the Paying Agent will mail to each holder of Shares represented by book-entry on the records of the Company or the Company’s transfer agent, on behalf of the Company, other than Dissenting Shares and Excluded Shares, a check in the amount of the Merger Stock theretofore represented by Consideration with respect to each such Certificate shall have been entitled to receive pursuant to Section 2.1Share so held.