Common use of Exchange Procedure Clause in Contracts

Exchange Procedure. As soon as reasonably practicable after the Effective Time, EOP shall use commercially reasonable efforts to cause the Exchange Agent to mail to each holder of record of a Certificate or Certificates which immediately prior to the Effective Time represented outstanding shares of Cornerstone Common Stock (other than to holders of Cornerstone Common Stock who previously surrendered with their Forms of Election their Certificates for Cornerstone Common Stock) or Cornerstone 7% Preferred Stock Certificate whose shares were converted into the right to receive the Merger Consideration pursuant to Section 1.10, (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 Exchange Agent and shall be in a form and have such other provisions as EOP may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the Merger Consideration. To the extent not previously surrendered with a Form of Election, upon surrender of a Certificate for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by EOP, together with such letter of transmittal, duly executed, and such other documents as may reasonably be required by the Exchange Agent, the holder of such Certificate shall be entitled to receive in exchange therefor the Merger Consideration into which the shares of Cornerstone Common Stock or Cornerstone 7% Preferred Stock, as applicable, theretofore represented by such Certificate shall have been converted pursuant to Section 1.10, together with any dividends or other distributions to which such holder is entitled pursuant to Section 1.15(d) and cash, if any, payable in lieu of fractional shares pursuant to Section 1.15(g), to be mailed (or made available for collection by hand if so elected by the surrendering holder) within five business days of receipt thereof, and the Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of shares of Cornerstone Common Stock or Cornerstone 7% Preferred Stock which is not registered in the transfer records of Cornerstone, 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 either shall pay any transfer or other taxes required by reason of such payment being made to a person other than the registered holder of such Certificate or establish to the satisfaction of EOP that such tax or taxes have been paid or are not applicable. Until surrendered as contemplated by this Section 1.15, 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 Cornerstone Common Stock or Cornerstone 7% Preferred Stock heretofore represented by such Certificate shall have been converted pursuant to Section 1.10, and any dividends or other distributions to which such holder is entitled pursuant to Section 1.15(d). No interest will be paid or will accrue on the Merger Consideration upon the surrender of any Certificate or on any cash payable pursuant to Section 1.15(d) or Section 1.15(g). EOP or the Exchange Agent, as applicable, shall be entitled, in its sole and absolute discretion, to deduct and withhold from the cash or EOP Common Shares, or any combination thereof, that otherwise is payable pursuant to this Agreement to any holder of shares of Cornerstone Common Stock or Cornerstone 7% Preferred Stock such amounts as EOP 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, PROVIDED THAT in determining whether withholding under Section 1445 of the Code is required, EOP shall take into account (and shall request the Exchange Agent to take into account) Section 1445(b)(6) of the Code and Treasury Regulations Section 1.1445-2(c)(2). For this purpose, any EOP Common Shares deducted and withheld by EOP shall be valued at the last trading price of the EOP Common Shares on the New York Stock Exchange on the Effective Date of the Merger. To the extent that amounts are so withheld by EOP or the Exchange Agent, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the holder of the shares of Cornerstone Common Stock or Cornerstone 7% Preferred Stock, as applicable, in respect of which such deduction and withholding was made by EOP or the Exchange Agent.

Exchange Procedure. As soon as reasonably practicable after (a) At the Effective TimeClosing, EOP Seller shall use commercially reasonable efforts provide to cause Buyer and GTI (1) certified extracts from the Exchange Agent to mail to each holder Shareholders' Register evidencing the ownership of record the Seller Shares by Buyer and the Supplemental Shares by Buyer's Designee, (2) a certified extract from the shareholders' register of a Certificate or Certificates which immediately the Principal Subsidiary dated no later than one (1) day prior to the Effective Time represented Closing Date reflecting the Company as the sole owner of all the issued and outstanding shares of Cornerstone Common Stock (other than to holders capital stock of Cornerstone Common Stock who previously surrendered with their Forms of Election their Certificates for Cornerstone Common Stock) or Cornerstone 7% Preferred Stock Certificate whose shares were converted into the right to receive the Merger Consideration pursuant to Section 1.10Principal Subsidiary, (i3) certified extracts dated as of a letter date reasonably close to the Closing Date reflecting due ownership of transmittal (which shall specify that delivery shall be effectedthe shares and interests of the Company and the Company Subsidiaries in the other Company Subsidiaries and the Company Minority Interests, and risk of loss (4) Share Transfer Orders duly executed by Seller and title to Seller's Designee ordering the Certificates shall pass, only upon delivery transfer of the Certificates Seller Shares and the Supplemental Shares, respectively, to Buyer and Buyer's Designee, respectively, together with the Exchange Agent and other documentation specified in Schedule 2.3(a), all of which shall be in a form and have such other provisions as EOP may reasonably specifysubstance satisfactory to Buyer and GTI (the "Seller Transfer Documentation"). (b) and (ii) instructions for use in effecting Simultaneously with the surrender delivery by Seller at the Closing of the Certificates Seller Transfer Documentation, GTI shall cause to be delivered to Seller or an agent of Seller as directed by Seller in exchange for a location to be agreed among the Merger ConsiderationParties a single stock certificate in the name of Seller representing the entire amount of the GTI Shares (the "Stock Certificate"). To the extent not previously surrendered with a Form of Election, upon surrender of a Certificate for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by EOP, together with such letter of transmittal, duly executed, and such other documents as may reasonably be required by the Exchange Agent, the holder of such The Stock Certificate shall be entitled to receive in exchange therefor bear the Merger Consideration into which the shares of Cornerstone Common Stock or Cornerstone 7% Preferred Stockfollowing legend: "THE SECURITIES EVIDENCED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, as applicable, theretofore represented by such Certificate shall have been converted pursuant to Section 1.10, together with any dividends or other distributions to which such holder is entitled pursuant to Section 1.15(d) and cash, if any, payable in lieu of fractional shares pursuant to Section 1.15(gAS AMENDED (THE "SECURITIES ACT"), to be mailed (or made available for collection by hand if so elected by the surrendering holder) within five business days of receipt thereofOR ANY STATE OR OTHER SECURITIES LAWS. NEITHER THESE SECURITIES NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, and the Certificate so surrendered shall forthwith be canceledSOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. In the event of a transfer of ownership of shares of Cornerstone Common Stock or Cornerstone 7% Preferred Stock which is not registered in the transfer records of Cornerstone, 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 either shall pay any transfer or other taxes required by reason of such payment being made to a person other than the registered holder of such Certificate or establish to the satisfaction of EOP that such tax or taxes have been paid or are not applicableHEDGING TRANSACTIONS INVOLVING THESE SECURITIES MAY NOT BE CONDUCTED UNLESS SUCH TRANSACTIONS ARE CONDUCTED IN COMPLIANCE WITH THE SECURITIES ACT. Until surrendered as contemplated by this Section 1.15, 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 Cornerstone Common Stock or Cornerstone 7% Preferred Stock heretofore represented by such Certificate shall have been converted pursuant to Section 1.10, and any dividends or other distributions to which such holder is entitled pursuant to Section 1.15(d). No interest will be paid or will accrue on the Merger Consideration upon the surrender of any Certificate or on any cash payable pursuant to Section 1.15(d) or Section 1.15(g). EOP or the Exchange Agent, as applicable, shall be entitled, in its sole and absolute discretion, to deduct and withhold from the cash or EOP Common Shares, or any combination thereof, that otherwise is payable pursuant to this Agreement to any holder of shares of Cornerstone Common Stock or Cornerstone 7% Preferred Stock such amounts as EOP 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, PROVIDED THAT in determining whether withholding under Section 1445 of the Code is required, EOP shall take into account (and shall request the Exchange Agent to take into account) Section 1445(b)(6) of the Code and Treasury Regulations Section 1.1445-2(c)(2). For this purpose, any EOP Common Shares deducted and withheld by EOP shall be valued at the last trading price of the EOP Common Shares on the New York Stock Exchange on the Effective Date of the Merger. To the extent that amounts are so withheld by EOP or the Exchange Agent, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the holder of the shares of Cornerstone Common Stock or Cornerstone 7% Preferred Stock, as applicable, in respect of which such deduction and withholding was made by EOP or the Exchange AgentTHESE SECURITIES ARE ALSO SUBJECT TO THE TERMS AND CONDITIONS OF A SHAREHOLDERS' AGREEMENT AND A STANDSTILL AGREEMENT."

Exchange Procedure. As soon as reasonably practicable after the Effective Time, EOP Parent shall use commercially reasonable efforts to cause the Exchange Paying Agent to mail to each holder of record of a Certificate or Certificates which immediately prior to the Effective Time represented outstanding shares of Cornerstone Common Stock (other than to holders of Cornerstone Common Stock who previously surrendered with their Forms of Election their Certificates for Cornerstone Common Stock) or Cornerstone 7% Preferred Stock Certificate whose shares were converted into the right to receive the Merger Consideration pursuant to Section 1.10, (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 Exchange Paying Agent and shall be in a form and have such other provisions as EOP Parent may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the Merger Consideration. To the extent not previously surrendered with a Form of Election, upon Upon surrender of a Certificate for cancellation to the Exchange Paying Agent or to such other agent or agents as may be appointed by EOPParent, 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” (or such other evidence of transfer as the Paying Agent may reasonably request) 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 be deemed to have surrendered any Certificates representing book-entry shares upon receipt by the Paying Agent of receipt of an “agent’s message” (or such other evidence of transfer as the Paying Agent may reasonably request)), and such other documents as may reasonably be required by the Exchange Paying Agent, the holder of such Certificate shall be entitled to receive in exchange therefor the amount of Merger Consideration into which that such holder has the shares of Cornerstone Common Stock or Cornerstone 7% Preferred Stock, as applicable, theretofore represented by such Certificate shall have been converted right to receive pursuant to Section 1.10, together with any dividends or other distributions to which such holder is entitled pursuant to Section 1.15(d) and cash, if any, payable in lieu of fractional shares pursuant to Section 1.15(g3.1(c), to be mailed (or made available for collection by hand if so elected by the surrendering holder) within five business days of receipt thereof, and the Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of shares of Cornerstone Company Common Stock or Cornerstone 7% Preferred Stock which that is not registered in the stock transfer records books of Cornerstonethe 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 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 either shall pay any transfer or other taxes Taxes required by reason of such the payment being made to a person Person other than the registered holder of such Certificate or establish to the satisfaction of EOP the Surviving Corporation that such tax or taxes Taxes have been paid or are not applicable. Until surrendered as contemplated by this Section 1.15, 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 Cornerstone Common Stock or Cornerstone 7% Preferred Stock heretofore represented by such Certificate shall have been converted pursuant to Section 1.10, and any dividends or other distributions to which such holder is entitled pursuant to Section 1.15(d). No interest will shall be paid or will shall accrue on the Merger Consideration cash payable upon the surrender of any Certificate or on any cash payable pursuant to Section 1.15(d) or Section 1.15(g). EOP or the Exchange Agent, as applicable, shall be entitled, in its sole and absolute discretion, to deduct and withhold from the cash or EOP Common Shares, or any combination thereof, that otherwise is payable pursuant to this Agreement to any holder of shares of Cornerstone Common Stock or Cornerstone 7% Preferred Stock such amounts as EOP 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, PROVIDED THAT in determining whether withholding under Section 1445 of the Code is required, EOP shall take into account (and shall request the Exchange Agent to take into account) Section 1445(b)(6) of the Code and Treasury Regulations Section 1.1445-2(c)(2). For this purpose, any EOP Common Shares deducted and withheld by EOP shall be valued at the last trading price of the EOP Common Shares on the New York Stock Exchange on the Effective Date of the Merger. To the extent that amounts are so withheld by EOP or the Exchange Agent, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the holder of the shares of Cornerstone Common Stock or Cornerstone 7% Preferred Stock, as applicable, in respect of which such deduction and withholding was made by EOP or the Exchange AgentCertificate.

Exchange Procedure. As soon as reasonably practicable after the Effective TimeTime (but in any event no later than two Business Days after the Closing Date), EOP shall use commercially reasonable efforts to the Surviving Corporation will cause the Exchange Paying Agent to mail to each record holder of, as of record of a Certificate the Effective Time, (i) an outstanding certificate or Certificates certificates which immediately prior to the Effective Time represented outstanding shares of Cornerstone Common Stock (other than to holders the “Certificates”) or (ii) shares of Cornerstone Common Stock who previously surrendered with their Forms of Election their Certificates for Cornerstone Common Stock) or Cornerstone 7% Preferred Stock Certificate whose shares were converted into represented by book-entry (the right to receive the Merger Consideration pursuant to Section 1.10, “Book-Entry Shares”): (iA) a form of letter of transmittal for use in effecting the surrender of Certificates or, in the case of Book-Entry Shares, the surrender of such shares of Common Stock (which shall will be in customary form reasonably agreed upon by the Parent and the Company prior to the Closing, and will specify that delivery shall will be effected, and risk of loss and title to the Certificates shall will pass, only upon delivery of the such Certificates to the Exchange Paying Agent and shall be or, in a form and have such other provisions as EOP may reasonably specify) the case of Book-Entry Shares, upon adherence to the procedures set forth in the letter of transmittal); and (iiB) instructions for use in effecting the surrender of such Certificates or, in the Certificates in exchange case of Book-Entry Shares, the surrender of such shares of Common Stock for payment of the Merger ConsiderationConsideration therefor. To the extent not previously surrendered with a Form of Election, upon Upon surrender of a Certificate or of Book-Entry Shares for cancellation to the Exchange Paying Agent or to such other agent or agents as may be appointed by EOP, together with such letter of transmittal, duly executedexecuted in accordance with the instructions thereto, and such other documents as may reasonably be required by the Exchange Paying Agent, the Paying Agent will pay from the Payment Fund to the holder of such a Certificate shall be entitled to receive or of Book-Entry Shares, or as otherwise directed in exchange therefor the letter of transmittal, the Merger Consideration into which the shares for each share of Cornerstone Common Stock or Cornerstone 7% Preferred Stock, as applicable, theretofore represented formerly evidenced by such Certificate shall have been converted pursuant to Section 1.10, together with any dividends or other distributions to which such holder is entitled pursuant to Section 1.15(d) and cash, if any, payable in lieu of fractional shares pursuant to Section 1.15(g), to be mailed (or made available for collection by hand if so elected by the surrendering holder) within five business days of receipt thereofBook-Entry Share, and the such Certificate so surrendered shall or Book-Entry Share will forthwith be canceled. In the event of a transfer of ownership of shares of Cornerstone Common Stock or Cornerstone 7% Preferred Stock which is not registered in the transfer records of Cornerstone, 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 either shall pay any transfer or other taxes required by reason of such payment being made to a person other than the registered holder of such Certificate or establish to the satisfaction of EOP that such tax or taxes have been paid or are not applicable. Until surrendered as contemplated by this Section 1.15, 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 Cornerstone Common Stock or Cornerstone 7% Preferred Stock heretofore represented by such Certificate shall have been converted pursuant to Section 1.10, and any dividends or other distributions to which such holder is entitled pursuant to Section 1.15(d). No interest will be paid or will accrue on the Merger Consideration upon the surrender payable in respect of any Certificate or Book-Entry Share. If payment of the Merger Consideration is to be made to a Person other than the Person in whose name the surrendered Certificate is registered, it will be a condition of payment that the Certificate so surrendered will be endorsed properly or otherwise be in proper form for transfer and that the Person requesting such payment will have paid all transfer and other Taxes required by reason of the payment of the Merger Consideration to a Person other than the registered holder of the Certificate surrendered or will have established to the satisfaction of the Surviving Corporation that such Taxes either have been paid or are not applicable. Prior to the Effective Time, the Parent and the Company shall cooperate to establish procedures with the Paying Agent and the Depository Trust Company (“DTC”) to ensure that (x) if the Closing occurs at or prior to 11:30 am (New York time) on any the Closing Date, the Paying Agent will transmit to DTC or its nominee on the Closing Date an amount in cash payable pursuant in immediately available funds equal to Section 1.15(d) or Section 1.15(g). EOP or the Exchange Agent, as applicable, shall be entitled, in its sole and absolute discretion, to deduct and withhold from the cash or EOP Common Shares, or any combination thereof, that otherwise is payable pursuant to this Agreement to any holder number of shares of Cornerstone Common Stock held of record by DTC or Cornerstone 7% Preferred Stock such amounts as EOP or the Exchange Agent is required to deduct and withhold with respect nominee immediately prior to the making of Effective Time multiplied by the Merger Consideration (such payment under amount, the Code or under any provision of state“DTC Payment”), local or foreign tax law, PROVIDED THAT in determining whether withholding under Section 1445 of and (y) if the Code is required, EOP shall take into account Closing occurs after 11:30 am (and shall request the Exchange Agent to take into accountNew York time) Section 1445(b)(6) of the Code and Treasury Regulations Section 1.1445-2(c)(2). For this purpose, any EOP Common Shares deducted and withheld by EOP shall be valued at the last trading price of the EOP Common Shares on the New York Stock Exchange Closing Date, the Paying Agent will transmit to DTC or its nominee on the Effective first Business Day after the Closing Date of the Merger. To the extent that amounts are so withheld by EOP or the Exchange Agent, such withheld amounts shall be treated for all purposes of this Agreement as having been paid an amount in cash in immediately available funds equal to the holder of the shares of Cornerstone Common Stock or Cornerstone 7% Preferred Stock, as applicable, in respect of which such deduction and withholding was made by EOP or the Exchange AgentDTC Payment.

Exchange Procedure. As soon as reasonably practicable after the Merger Effective Time, EOP Parent shall use commercially reasonable efforts to cause the Exchange Agent to mail to each holder of record of a Certificate certificate or Certificates which immediately prior to certificates representing Shares or Company Preferred Shares (the Effective Time represented outstanding shares of Cornerstone Common Stock (other than to holders of Cornerstone Common Stock who previously surrendered with their Forms of Election their Certificates for Cornerstone Common Stock“Certificates”) or Cornerstone 7% Preferred Stock Certificate whose shares were converted into the right to receive the Merger Consideration pursuant to Section 1.10, 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 Exchange Agent and shall be in a form and have such other provisions as EOP may reasonably specifyAgent) 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. To the extent not previously surrendered with a Form of Election, upon Upon (i) surrender of a Certificate for cancellation to the Exchange Agent or to Agent, if applicable, and (ii) delivery by such other agent or agents as may be appointed by EOP, together with a holder of such letter of transmittal, duly executed, and such other documents as may reasonably be required by the Exchange Agent, the such holder, if a holder of such a Certificate representing Shares or 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 Merger Consideration into which the shares amount of Cornerstone Common Stock or Cornerstone 7% Preferred Stock, as applicable, theretofore represented by such Certificate shall have been converted pursuant to Section 1.10, together with any dividends or other distributions to which such holder is entitled pursuant to Section 1.15(d) and cashcash in lieu of fractional shares, if any, payable and (z) unpaid dividends and distributions with respect to the Parent Shares as provided for in lieu Section 2.3(c), if any, that such holder has the right to receive in respect of fractional shares 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 (x) a certificate representing that number of shares of New Parent Preferred Stock and (y) unpaid dividends and distributions with respect to the New Parent Preferred Stock as provided for in Section 1.15(g2.3(c), if any, that such holder has the right to be mailed (or made available for collection by hand if so elected by the surrendering holder) within five business days receive in respect of receipt thereof, and the Certificate so surrendered shall forthwith pursuant to the provisions of this Article II, in all such cases after giving effect to any required withholding Tax. No interest will be canceledpaid or accrued on the cash payable to holders of Shares, Company OP Units or Company Preferred Shares. In the event of a transfer of ownership of shares of Cornerstone Common Stock Shares, Company OP Units or Cornerstone 7% Company Preferred Stock which Shares that is not registered in the transfer records of Cornerstonethe Company or Company OP, payment a certificate representing the proper number of Parent Shares or shares of New Parent Preferred Stock, together with a check for the cash to be paid pursuant to this Section 2.3, 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 either transferee shall pay any transfer or other taxes Taxes required by reason of such the payment being made to a person Person other than the registered holder of such Certificate or Company OP Units or establish to the satisfaction of EOP Parent that such tax or taxes have Tax has been paid or are is not applicable. Until surrendered as contemplated by this Section 1.15, 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 Cornerstone Common Stock or Cornerstone 7% Preferred Stock heretofore represented by such Certificate shall have been converted pursuant to Section 1.10, and any dividends or other distributions to which such holder is entitled pursuant to Section 1.15(d). No interest will be paid or will accrue on the Merger Consideration upon the surrender of any Certificate or on any cash payable pursuant to Section 1.15(d) or Section 1.15(g). EOP Parent or the Exchange Agent, as applicable, Agent shall be entitled, in its sole and absolute discretion, entitled to deduct and withhold from the cash or EOP Common Shares, or any combination thereof, that consideration otherwise is payable pursuant to this Agreement to any holder of shares of Cornerstone Common Stock or Cornerstone 7% Preferred Stock such amounts as EOP 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 Tax law, PROVIDED THAT in determining whether withholding under Section 1445 of the Code is required, EOP shall take into account (and shall request the Exchange Agent to take into account) Section 1445(b)(6) of the Code and Treasury Regulations Section 1.1445-2(c)(2). For this purpose, any EOP Common Shares deducted and withheld by EOP shall be valued at the last trading price of the EOP Common Shares on the New York Stock Exchange on the Effective Date of the Merger. To the extent that amounts are so withheld by EOP Parent or the Exchange Agent, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the holder of the shares of Cornerstone Common Stock or Cornerstone 7% Preferred Stock, as applicable, Person in respect of which such deduction and withholding was made by EOP or the Exchange Agentmade.

Exchange Procedure. As soon as reasonably practicable after Promptly following the Effective Timesurrender, EOP shall use commercially reasonable efforts to cause the Exchange Agent to mail to each holder of record in accordance with such instructions, of a Certificate or Certificates which immediately prior to the Effective Time represented outstanding shares of Cornerstone Common Stock (other than to holders of Cornerstone Common Stock who previously surrendered with their Forms of Election their Certificates for Cornerstone Common Stock) or Cornerstone 7% Preferred Stock Certificate whose shares were converted into the right to receive the Merger Consideration pursuant to Section 1.10, (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 Company Note to the Exchange Agent and shall be in a form and have such other provisions as EOP may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the Merger Consideration. To the extent not previously surrendered with a Form of Election, upon surrender of a Certificate for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by EOPthe Exchange Agent or Parent pursuant to the Exchange Agent Agreement), together with such letter of transmittal (duly executed) and any other documents required by such instructions or letter of transmittal, duly executed, and such other documents as may reasonably be required by the Exchange AgentAgent shall, subject to Section 2.4(d), cause to be distributed to the holder Person in whose name such Certificate or Company Note shall have been issued (i) a certificate registered in the name of such Certificate shall be entitled to receive in exchange therefor Person representing the Merger Consideration number of whole shares of Parent Common Stock into which the shares of Cornerstone Company Common Stock, Company Preferred Stock or Cornerstone 7% Preferred Stock, as applicable, theretofore Company Note previously represented by such the surrendered Certificate or Company Note shall have been converted at the Effective Time pursuant to Section 1.10this Article II, together with (ii) payment (which shall be made by check) of any dividends or other distributions to which such holder is entitled pursuant to Section 1.15(d) and cash, if any, cash payable in lieu of fractional shares of Parent Common Stock pursuant to Section 1.15(g)2.4(f) and (iii) a Parent Warrant representing such holder's pro rata portion, to be mailed (as determined based on each holder's ownership percentage of Company Common Stock, Series C Preferred, Series D Preferred or made available for collection by hand if so elected by Company Notes, as the surrendering holder) within five business days of receipt thereof, case may be. Each Certificate and the Certificate Company Note so surrendered shall forthwith be canceled. In addition, promptly following the event surrender, in accordance with such instructions, of a transfer of ownership of shares of Cornerstone Common Stock Company Derivative Security to the Exchange Agent (or Cornerstone 7% Preferred Stock which is not registered in the transfer records of Cornerstone, payment such other agent or agents as may be made appointed by the Exchange Agent or Parent pursuant to a person the Exchange Agent Agreement), together with such letter of transmittal (duly executed) and any other than documents required by such instructions or letter of transmittal, the person Exchange Agent shall, subject to Section 2.4(d), cause to be distributed to the Person in whose name such Company Derivative Security has been issued 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 either shall pay any transfer or other taxes required by reason of such payment being made to a person other than the registered holder of such Certificate or establish to the satisfaction of EOP that such tax or taxes have been paid or are not applicable. Until surrendered as contemplated by this Section 1.15, 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 Cornerstone Common Stock or Cornerstone 7% Preferred Stock heretofore represented by such Certificate shall have been converted pursuant to Section 1.10, and any dividends or other distributions to which such holder is entitled pursuant to Section 1.15(d). No interest will be paid or will accrue on the Merger Consideration upon the surrender of any Certificate or on any cash payable pursuant to Section 1.15(d) or Section 1.15(g). EOP or the Exchange Agent, as applicable, shall be entitled, in its sole and absolute discretion, to deduct and withhold from the cash or EOP Common Shares, or any combination thereof, that otherwise is payable pursuant to this Agreement to any holder of shares of Cornerstone Common Stock or Cornerstone 7% Preferred Stock such amounts as EOP 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, PROVIDED THAT in determining whether withholding under Section 1445 of the Code is required, EOP shall take into account (and shall request the Exchange Agent to take into account) Section 1445(b)(6) of the Code and Treasury Regulations Section 1.1445-2(c)(2). For this purpose, any EOP Common Shares deducted and withheld by EOP shall be valued at the last trading price of the EOP Common Shares on the New York Stock Exchange on the Effective Date of the Merger. To the extent that amounts are so withheld by EOP or the Exchange Agent, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the holder of the shares of Cornerstone Common Stock or Cornerstone 7% Preferred Stock, as applicable, in respect of which such deduction and withholding was made by EOP or the Exchange Agentcorresponding Parent Derivative Security.

Exchange Procedure. (i) Prior to Closing, Newco, Industrea and the Exchange Agent shall enter into an exchange agent agreement, in a form reasonable acceptable to Newco and Industrea. (ii) As soon as reasonably practicable after following the Effective Timedate hereof, EOP Industrea shall use commercially reasonable efforts (x) deposit with the Exchange Agent in trust for the benefit of the holders of shares of Industrea Stock prior to the Closing, certificates representing the Newco Common Shares issuable pursuant to Section 2.3(b) hereof (or appropriate alternative arrangements shall be made if such securities will be issued in book-entry form) and (y) cause the Exchange Agent to mail or otherwise deliver to each holder of record of a Certificate or Certificates which immediately prior to the Effective Time represented outstanding shares of Cornerstone Common Industrea Stock (other than to holders of Cornerstone Common Stock who previously surrendered with their Forms of Election their Certificates for Cornerstone Common Stockeach, a “Industrea Stockholder”) or Cornerstone 7% Preferred Stock Certificate whose shares were converted into the right to receive the Merger Consideration pursuant to Section 1.10, (i1) 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 in customary form provided by the Exchange Agent and shall be in a form and have such other provisions as EOP may reasonably specify) and (ii2) instructions for use in effecting surrendering the surrender certificates representing shares of Industrea Stock (the “Industrea Certificates”) and receiving the Newco Common Shares issuable in respect of the Certificates in exchange for shares of Industrea Stock represented thereby or otherwise held by such Industrea Stockholder. After the Merger Consideration. To the extent not previously surrendered with a Form of ElectionIndustrea Effective Time, each Industrea Stockholder, upon surrender of a Certificate for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by EOPan Industrea Merger Letter of Transmittal, together with such letter of transmittal, duly executed, and such other documents as may reasonably be required by the Exchange Agent, the holder of such Certificate shall be entitled to receive from the Exchange Agent in exchange therefor such number and type of Newco Common Shares as described in the Industrea Closing Exchange Schedule. Notwithstanding the foregoing, in the event that, prior to the Closing Date, an Industrea Stockholder delivers an Industrea Merger Consideration Letter of Transmittal, duly completed and validly executed in accordance with the instructions thereto, such Industrea Stockholder shall be entitled to receive from the Exchange Agent in exchange therefor at the Closing such Newco Common Shares as described in the immediately preceding sentence. In the event that any Industrea Stockholder’s shares of Industrea Stock are certificated, such Industrea Stockholder shall be required to surrender and deliver to the Exchange Agent all Industrea Certificates, or a duly completed affidavit of loss (in form and substance reasonably acceptable to Newco) with respect to any lost, stolen, or destroyed Industrea Certificate, together with such Industrea Stockholder’s Industrea Merger Letter of Transmittal, before such Industrea Stockholder shall be entitled to receive payment of its applicable portion of the Newco Common Shares pursuant to this Section 3.9(e)(ii). Pending such surrender of an Industrea Stockholder’s Industrea Certificate(s), such Industrea Certificate(s) shall be deemed for all purposes to evidence such Industrea Stockholder’s right to receive the Newco Common Shares into which the such shares of Cornerstone Common Industrea Stock or Cornerstone 7% Preferred Stock, as applicable, theretofore represented by such Certificate shall have been converted pursuant to Section 1.10, together with any dividends or other distributions to which such holder is entitled pursuant to Section 1.15(d) and cash, if any, payable in lieu of fractional shares pursuant to Section 1.15(g), to be mailed (or made available for collection by hand if so elected by the surrendering holder) within five business days of receipt thereof, and the Certificate so surrendered shall forthwith be canceled. In the event of as a transfer of ownership of shares of Cornerstone Common Stock or Cornerstone 7% Preferred Stock which is not registered in the transfer records of Cornerstone, 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 either shall pay any transfer or other taxes required by reason of such payment being made to a person other than the registered holder of such Certificate or establish to the satisfaction of EOP that such tax or taxes have been paid or are not applicable. Until surrendered as contemplated by this Section 1.15, 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 Cornerstone Common Stock or Cornerstone 7% Preferred Stock heretofore represented by such Certificate shall have been converted pursuant to Section 1.10, and any dividends or other distributions to which such holder is entitled pursuant to Section 1.15(d). No interest will be paid or will accrue on the Merger Consideration upon the surrender of any Certificate or on any cash payable pursuant to Section 1.15(d) or Section 1.15(g). EOP or the Exchange Agent, as applicable, shall be entitled, in its sole and absolute discretion, to deduct and withhold from the cash or EOP Common Shares, or any combination thereof, that otherwise is payable pursuant to this Agreement to any holder of shares of Cornerstone Common Stock or Cornerstone 7% Preferred Stock such amounts as EOP 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, PROVIDED THAT in determining whether withholding under Section 1445 result of the Code is required, EOP shall take into account (and shall request the Exchange Agent to take into account) Section 1445(b)(6) of the Code and Treasury Regulations Section 1.1445-2(c)(2). For this purpose, any EOP Common Shares deducted and withheld by EOP shall be valued at the last trading price of the EOP Common Shares on the New York Stock Exchange on the Effective Date of the Industrea Merger. To the extent that amounts are so withheld by EOP or the Exchange Agent, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the holder of the shares of Cornerstone Common Stock or Cornerstone 7% Preferred Stock, as applicable, in respect of which such deduction and withholding was made by EOP or the Exchange Agent.

Exchange Procedure. As soon as reasonably practicable Promptly (and in any event no later than three Business Days) after the Effective Time, EOP Parent shall use commercially reasonable efforts to cause direct the Exchange Paying Agent to mail to each holder of record of a Certificate certificate or Certificates which certificates, or a non-certificated share or non-certificated shares, that immediately prior to the Effective Time represented outstanding shares of Cornerstone Company Common Stock (other than to holders of Cornerstone Common Stock who previously surrendered with their Forms of Election their Certificates for Cornerstone Common Stockthe “Certificates” or “Book-Entry Shares”, respectively) or Cornerstone 7% Preferred Stock Certificate whose shares which were converted into the right to receive the Merger Consideration pursuant to Section 1.10, 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 Exchange Agent Paying Agent, and shall be in a customary form and have such other provisions as EOP Parent and the Company may reasonably specifyagree prior to the Effective Time) and (ii) instructions for use in effecting the surrender of the Certificates or Book-Entry Shares, as applicable, in exchange for the Merger Consideration. To Upon (A) in the extent not previously surrendered with case of a Form of ElectionCertificate, upon surrender of a such Certificate for cancellation to the Exchange Paying Agent or to such other agent or agents as may be appointed by EOPfor cancellation, together with such letter of transmittal, duly executed, and such other documents as may reasonably be required by the Exchange AgentPaying Agent or (B) in the case of Book-Entry Shares, receipt of an “agent’s message” by the Paying Agent (or such other evidence, if any, of the transfer as the Paying Agent may reasonably request), the holder of such Certificate or Book-Entry Share, as applicable, shall be entitled to receive in exchange therefor the Merger Consideration into which the shares for each share of Cornerstone Company Common Stock or Cornerstone 7% Preferred Stock, as applicable, theretofore represented by such Certificate shall have been converted or Book-Entry Share, as applicable, pursuant to Section 1.10, together with any dividends or other distributions to which such holder is entitled pursuant to Section 1.15(d) and cash, if any, payable in lieu of fractional shares pursuant to Section 1.15(g2.01(c), to be mailed (or made available for collection by hand if so elected by the surrendering holder) within five business days of receipt thereof, and the Certificate or Book-Entry Share, as applicable, so surrendered shall forthwith be canceled. In the event of a transfer of ownership of shares of Cornerstone Company Common Stock or Cornerstone 7% Preferred Stock which that is not registered in the transfer records of Cornerstonethe 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 either shall pay any transfer or other taxes Taxes required by reason of such the payment being made to a person Person other than the registered holder of such Certificate or establish to the reasonable satisfaction of EOP Parent that such tax or taxes have Tax has been paid or are is not applicable. Until surrendered as contemplated by this Section 1.152.02, each Certificate or Book-Entry Share shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration, without interest, into which the shares of Cornerstone Common Stock or Cornerstone 7% Preferred Stock heretofore represented by such Certificate shall have been converted pursuant to Section 1.10, and any dividends or other distributions to which such holder is entitled pursuant to Section 1.15(d)Consideration in accordance with this Article II. No interest will shall be paid or will accrue on the Merger Consideration upon the surrender of any Certificate or on any cash payable pursuant to Section 1.15(d) or Section 1.15(g). EOP or the Exchange Agent, as applicable, shall be entitled, in its sole and absolute discretion, to deduct and withhold from the cash or EOP Common Shares, or any combination thereof, that otherwise is payable pursuant to this Agreement to any holder of shares of Cornerstone Common Stock a Certificate or Cornerstone 7% Preferred Stock such amounts as EOP or Book-Entry Share in accordance with 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, PROVIDED THAT in determining whether withholding under Section 1445 of the Code is required, EOP shall take into account (and shall request the Exchange Agent to take into account) Section 1445(b)(6) of the Code and Treasury Regulations Section 1.1445-2(c)(2). For this purpose, any EOP Common Shares deducted and withheld by EOP shall be valued at the last trading price of the EOP Common Shares on the New York Stock Exchange on the Effective Date of the Merger. To the extent that amounts are so withheld by EOP or the Exchange Agent, such withheld amounts shall be treated for all purposes provisions of this Agreement as having been paid to the holder of the shares of Cornerstone Common Stock or Cornerstone 7% Preferred Stock, as applicable, in respect of which such deduction and withholding was made by EOP or the Exchange AgentArticle II.

Exchange Procedure. As soon as reasonably practicable after the Effective Time, EOP shall use commercially reasonable efforts to cause the Exchange Agent to shall mail to each holder of record of a Certificate certificate or Certificates certificates which immediately prior to the Effective Time represented outstanding shares of Cornerstone Common Stock Shares (other than to holders of Cornerstone Common Stock who previously surrendered with their Forms of Election their Certificates for Cornerstone Common Stockthe "Certificates") or Cornerstone 7% Preferred Stock Certificate whose shares were converted into the right to receive the Merger Consideration pursuant to Section 1.10, SECTION 2.1.2 (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 Exchange Agent and shall be in a form and have such other provisions as EOP Acquiror may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the Merger Consideration. To the extent not previously surrendered with a Form of Election, upon Upon surrender of a Certificate for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by EOPAcquiror, together with such letter of transmittal, duly executed, and such other documents as may reasonably be required by the Exchange Agent, the holder of such Certificate shall be entitled to receive in exchange therefor the Merger Consideration into which the shares of Cornerstone Common Stock or Cornerstone 7% Preferred Stock, as applicable, Shares theretofore represented by such Certificate shall have been converted pursuant to Section 1.10, together with SECTION 2.1.2 and any dividends or other distributions to which such holder is entitled pursuant to Section 1.15(d) and cash, if any, payable in lieu of fractional shares pursuant to Section 1.15(g), to be mailed (or made available for collection by hand if so elected by the surrendering holder) within five business days of receipt thereofSECTION 2.2.4, and the Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of shares of Cornerstone Common Stock or Cornerstone 7% Preferred Stock Shares which is not registered in the transfer records of Cornerstonethe 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 either shall pay any transfer or other taxes required by reason of such payment being made to a person Person other than the registered holder of such Certificate or establish to the satisfaction of EOP Acquiror that such tax or taxes have been paid or are not applicable. Until surrendered as contemplated by this Section 1.15SECTION 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, into which the shares of Cornerstone Common Stock or Cornerstone 7% Preferred Stock heretofore Shares theretofore represented by such Certificate shall have been converted pursuant to Section 1.10SECTION 2.1.2, and any dividends or other distributions to which such holder is entitled pursuant to Section 1.15(d)SECTION 2.2.4. No interest will be paid or will accrue on the Merger Consideration upon the surrender of any Certificate or on any cash payable pursuant to Section 1.15(dSECTION 2.2.4 or SECTION 2.2.7. 3 9 2.2.4 RECORD DATES FOR FINAL DIVIDENDS; DISTRIBUTIONS WITH RESPECT TO UNEXCHANGED SHARES. (i) or Section 1.15(g). EOP or To the Exchange Agent, as applicable, shall be entitled, in its sole and absolute discretion, extent necessary to deduct and withhold from satisfy the cash or EOP Common Shares, or any combination thereof, that otherwise is payable pursuant to this Agreement to any holder requirements of shares of Cornerstone Common Stock or Cornerstone 7% Preferred Stock such amounts as EOP 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, PROVIDED THAT in determining whether withholding under Section 1445 of the Code is required, EOP shall take into account (and shall request the Exchange Agent to take into account) Section 1445(b)(6SECTION 857(A)(1) of the Code for the taxable year of the Company ending at the Effective Time, the Company shall declare a dividend (the "Final Company Dividend") to holders of Common Shares, the record date for which shall be close of business on the last business day prior to the Effective Time, in an amount equal to the minimum dividend sufficient to permit the Company to satisfy such requirements. If the Company determines it necessary to declare the Final Company Dividend, it shall notify Acquiror at least ten (10) days prior to the date for the Company Shareholders Meeting, and Treasury Regulations Section 1.1445-2(c)(2)Acquiror shall declare a dividend per share to holders of Acquiror Common Stock, the record date for which shall be the close of business on the last business day prior to the Effective Time, in an amount per share equal to the quotient obtained by dividing (x) the Final Company Dividend per share of Common Shares paid by the Company by (y) the Exchange Ratio. For The dividends payable hereunder to holders of Common Shares shall be paid upon presentation of the certificates of Common Shares for exchange in accordance with this ARTICLE II, and shall be payable solely from the separate funds of the Company, which shall be provided to the Exchange Agent on or before the Effective Time for this purpose, any EOP . (ii) No dividends or other distributions with respect to Acquiror Common Shares deducted and withheld by EOP Stock with a record date after the Effective Time shall be valued at the last trading price of the EOP Common Shares on the New York Stock Exchange on the Effective Date of the Merger. To the extent that amounts are so withheld by EOP or the Exchange Agent, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the holder of any unsurrendered Certificate with respect to the shares of Cornerstone Acquiror Common Stock represented thereby, and no cash payment in lieu of fractional shares shall be paid to any such holder pursuant to SECTION 2.2.7, in each case, until the surrender of such Certificate in accordance with this ARTICLE II. Subject to the effect of applicable escheat laws, following surrender of any such Certificate there shall be paid to the holder of such Certificate, without interest, (i) at the time of such surrender, the amount of any cash payable in lieu of any fractional share of Acquiror Common Stock to which such holder is entitled pursuant to SECTION 2.2.7 and (ii) if such Certificate is exchangeable for one or Cornerstone 7% Preferred more whole shares of Acquiror Common Stock, as applicable(x) 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 whole shares of Acquiror Common Stock and (y) at the appropriate payment date, in the amount of dividends or other distributions with a record date after the Effective Time but prior to such surrender and with a payment date subsequent to such surrender payable with respect to such whole shares of which such deduction and withholding was made by EOP or the Exchange AgentAcquiror Common Stock.

Exchange Procedure. As soon as reasonably practicable after the Effective Time, EOP Purchaser shall use commercially reasonable efforts to cause the Exchange Agent to mail to each holder of record of a Certificate or Certificates which immediately prior to the Effective Time represented outstanding shares of Cornerstone Company Common Stock (other than to holders the Excluded Shares), as of Cornerstone Common Stock who previously surrendered with their Forms the Effective Time, a form of Election their Certificates for Cornerstone Common Stock) or Cornerstone 7% Preferred Stock Certificate whose shares were converted into the right to receive the Merger Consideration pursuant to Section 1.10, (i) a letter of transmittal (which shall be in customary form and reasonably acceptable to Company and shall specify that delivery shall will be effected, and risk of loss and title to the Certificates shall or Book-Entry Shares will pass, only upon proper delivery of the such Certificates or Book-Entry Shares to Purchaser upon adherence to the Exchange Agent and shall be procedures set forth in a form and have such other provisions as EOP may reasonably specifythe letter of transmittal) and (ii) instructions for use in effecting the surrender of the Certificates or Book-Entry Shares in exchange for the Merger ConsiderationConsideration and any dividends or other distributions payable pursuant to Section 2.4. To the extent not previously surrendered with a Form of Election, upon Upon surrender of a Certificate or of Book-Entry Shares for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by EOPPurchaser, together with such letter of transmittal, duly executedcompleted and validly executed in accordance with the instructions thereto, and such other documents as may reasonably be required by the Exchange AgentPurchaser and reasonably acceptable to Company, the each holder of such a Certificate or of Book-Entry Shares shall be entitled to receive in exchange therefor (a) book-entry shares representing the Merger Consideration into which the number of shares of Cornerstone Purchaser Common Stock or Cornerstone 7% Preferred Stock, as applicable, theretofore represented by such Certificate shall have been converted pursuant to Section 1.10, together with any dividends or other distributions and cash in the amount of the Cash Consideration to which such holder is entitled pursuant to Section 1.15(d2.1.2 and (b) and cash, if any, any dividends or distributions payable in lieu of fractional shares pursuant to Section 1.15(g), to be mailed (or made available for collection by hand if so elected by the surrendering holder) within five business days of receipt thereof2.4, and the Certificate such Certificates and Book-Entry Shares so surrendered shall forthwith be canceled. Purchaser shall mail, or cause to be mailed, a statement of ownership relating to the shares of Purchaser Common Stock and a check for payment of the Cash Consideration within seven days after such a surrender of a Certificate or of Book-Entry Shares. In the event of a transfer of ownership of shares of Cornerstone Company Common Stock or Cornerstone 7% Preferred Stock which that is not registered in the transfer records of CornerstoneCompany, payment of the Merger Consideration may be made to a person Person other than the person Person in whose name the Certificate Certificates or Book-Entry Shares so surrendered is are registered if such Certificate shall be properly endorsed or otherwise be in proper form for transfer and the person Person requesting such payment either shall pay any transfer or other taxes Taxes required by reason of such payment being made to a person other than the registered holder of such Certificate transfer or establish establish, to the reasonable satisfaction of EOP Purchaser, that such tax or taxes Taxes have been paid or are not applicable. Until surrendered as contemplated by this Section 1.152.3, each Certificate and Book-Entry Share shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration, without interest, into which the shares of Cornerstone Common Stock or Cornerstone 7% Preferred Stock heretofore represented by such Certificate shall have been converted pursuant to Section 1.10, Consideration and any dividends or other distributions to which such holder is entitled pursuant to Section 1.15(d). No interest will be paid or will accrue on the Merger Consideration upon the surrender of any Certificate or on any cash payable pursuant to Section 1.15(d) or Section 1.15(g). EOP or the Exchange Agent, as applicable, shall be entitled, in its sole and absolute discretion, to deduct and withhold from the cash or EOP Common Shares, or any combination thereof, that otherwise is payable pursuant to this Agreement to any holder of shares of Cornerstone Common Stock or Cornerstone 7% Preferred Stock such amounts as EOP 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, PROVIDED THAT in determining whether withholding under Section 1445 of the Code is required, EOP shall take into account (and shall request the Exchange Agent to take into account) Section 1445(b)(6) of the Code and Treasury Regulations Section 1.1445-2(c)(2). For this purpose, any EOP Common Shares deducted and withheld by EOP shall be valued at the last trading price of the EOP Common Shares on the New York Stock Exchange on the Effective Date of the Merger. To the extent that amounts are so withheld by EOP or the Exchange Agent, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the holder of the shares of Cornerstone Common Stock or Cornerstone 7% Preferred Stock, as applicable, in respect of which such deduction and withholding was made by EOP or the Exchange Agent2.4.

Exchange Procedure. As soon as reasonably practicable after the Effective Time, EOP Mercantile shall use commercially reasonable efforts to cause the Exchange Agent to mail to each holder of record of a Certificate or Certificates which immediately prior to the Effective Time represented outstanding shares of Cornerstone Firstbank Common Stock (other than to holders the Excluded Shares), as of Cornerstone Common Stock who previously surrendered with their Forms the Effective Time, a form of Election their Certificates for Cornerstone Common Stock) or Cornerstone 7% Preferred Stock Certificate whose shares were converted into the right to receive the Merger Consideration pursuant to Section 1.10, (i) a letter of transmittal (which shall be in customary form and shall specify that delivery shall will be effected, and risk of loss and title to the Certificates shall or Book-Entry Shares will pass, only upon proper delivery of the such Certificates or Book-Entry Shares to the Exchange Agent and shall be upon adherence to the procedures set forth in a form and have such other provisions as EOP may reasonably specifythe letter of transmittal) and (ii) instructions for use in effecting the surrender of the Certificates or Book-Entry Shares in exchange for the Merger Consideration, any cash in lieu of fractional shares payable pursuant to Section 2.7 and any dividends or other distributions payable pursuant to Section 2.4. To the extent not previously surrendered with a Form of Election, upon Upon surrender of a Certificate or of Book-Entry Shares for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by EOPAgent, together with such letter of transmittal, duly executedcompleted and validly executed in accordance with the instructions thereto, and such other documents as may reasonably be required by the Exchange Agent, the each holder of such a Certificate or of Book-Entry Shares shall be entitled to receive in exchange therefor (a) book-entry shares representing the Merger Consideration into which the number of whole shares of Cornerstone Mercantile Common Stock or Cornerstone 7% Preferred Stock, as applicable, theretofore represented by such Certificate shall have been converted pursuant to Section 1.10, together with any dividends or other distributions to which such holder is entitled pursuant to Section 1.15(d2.1.2, (b) and cash, if any, payable cash in lieu of any fractional shares payable pursuant to Section 1.15(g), to be mailed (or made available for collection by hand if so elected by the surrendering holder) within five business days of receipt thereof2.7, and the Certificate (c) any dividends or distributions payable pursuant to Section 2.4, and such Certificates and Book-Entry Shares so surrendered shall forthwith be canceled. In the event of a transfer of ownership of shares of Cornerstone Firstbank Common Stock or Cornerstone 7% Preferred Stock which that is not registered in the transfer records of CornerstoneFirstbank, payment of the Merger Consideration may be made to a person Person other than the person Person in whose name the Certificate Certificates or Book-Entry Shares so surrendered is are registered if such Certificate shall be properly endorsed or otherwise be in proper form for transfer and the person Person requesting such payment either shall pay any transfer or other taxes Taxes required by reason of such payment being made to a person other than the registered holder of such Certificate transfer or establish establish, to the reasonable satisfaction of EOP Mercantile, that such tax or taxes Taxes have been paid or are not applicable. Until surrendered as contemplated by this Section 1.152.3.2, each Certificate and Book-Entry Share shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration, without interest, into which the any cash in lieu of fractional shares of Cornerstone Common Stock or Cornerstone 7% Preferred Stock heretofore represented by such Certificate shall have been converted payable pursuant to Section 1.10, 2.7 and any dividends or other distributions to which such holder is entitled pursuant to Section 1.15(d). No interest will be paid or will accrue on the Merger Consideration upon the surrender of any Certificate or on any cash payable pursuant to Section 1.15(d) or Section 1.15(g). EOP or the Exchange Agent, as applicable, shall be entitled, in its sole and absolute discretion, to deduct and withhold from the cash or EOP Common Shares, or any combination thereof, that otherwise is payable pursuant to this Agreement to any holder of shares of Cornerstone Common Stock or Cornerstone 7% Preferred Stock such amounts as EOP 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, PROVIDED THAT in determining whether withholding under Section 1445 of the Code is required, EOP shall take into account (and shall request the Exchange Agent to take into account) Section 1445(b)(6) of the Code and Treasury Regulations Section 1.1445-2(c)(2). For this purpose, any EOP Common Shares deducted and withheld by EOP shall be valued at the last trading price of the EOP Common Shares on the New York Stock Exchange on the Effective Date of the Merger. To the extent that amounts are so withheld by EOP or the Exchange Agent, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the holder of the shares of Cornerstone Common Stock or Cornerstone 7% Preferred Stock, as applicable, in respect of which such deduction and withholding was made by EOP or the Exchange Agent2.4.

Exchange Procedure. As soon as reasonably practicable after the Effective Time, EOP the Paying Agent shall use commercially reasonable efforts to cause the Exchange Agent to mail to each holder of record of a Certificate certificate or Certificates certificates which immediately prior to the Effective Time represented outstanding shares of Cornerstone Common Stock Shares (the "CERTIFICATES"), other than Shares to holders of Cornerstone Common Stock who previously surrendered be cancelled in accordance with their Forms of Election their Certificates for Cornerstone Common StockSection 2.01(b) or Cornerstone 7% Preferred Stock Certificate whose shares were converted into the right to receive the Merger Consideration pursuant to Section 1.10hereof, (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 Exchange Paying Agent and shall be in a form and have such other provisions as EOP Purchaser and the Company may reasonably specify) and (ii) instructions instructions, in form reasonably acceptable to the Company, for use in effecting the surrender of the Certificates in exchange for the Merger Consideration. To the extent not previously surrendered with a Form of Election, upon Upon surrender of a Certificate for cancellation to the Exchange Paying Agent or to such other agent or agents as may be appointed by EOPPurchaser, together with such letter of transmittal, duly executed, and such other documents as may reasonably be required by the Exchange Paying Agent, the holder of such Certificate shall be entitled to receive in exchange therefor the Merger Consideration amount of cash into which the shares of Cornerstone Common Stock or Cornerstone 7% Preferred Stock, as applicable, Shares theretofore represented by such Certificate shall have been converted pursuant to Section 1.10, together with any dividends or other distributions to which such holder is entitled pursuant to Section 1.15(d) and cash, if any, payable in lieu of fractional shares pursuant to Section 1.15(g), to be mailed (or made available for collection by hand if so elected by the surrendering holder) within five business days of receipt thereof2.01, and the Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of shares of Cornerstone Common Stock or Cornerstone 7% Preferred Stock which Shares that is not registered in the transfer records of Cornerstonethe 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 either shall pay any transfer or other taxes required by reason of such the payment being made to a person other than the registered holder of such Certificate or establish to the satisfaction of EOP the Surviving Corporation that such tax or taxes have has been paid or are is not applicable. Until surrendered as contemplated by this Section 1.152.02, 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 Cornerstone Common Stock or Cornerstone 7% Preferred Stock heretofore Shares theretofore represented by such Certificate shall have been converted pursuant to Section 1.10, and any dividends or other distributions to which such holder is entitled pursuant to Section 1.15(d)2.01. No interest will be paid or will accrue on the Merger Consideration cash payable upon the surrender of any Certificate. In the event any Certificate shall have been lost, stolen or on any cash payable pursuant to Section 1.15(d) or Section 1.15(g). EOP or the Exchange Agentdestroyed, as applicable, shall be entitledPurchaser may, in its sole discretion and absolute discretion, to deduct and withhold from the cash or EOP Common Shares, or any combination thereof, that otherwise is payable pursuant to this Agreement to any holder of shares of Cornerstone Common Stock or Cornerstone 7% Preferred Stock such amounts as EOP or the Exchange Agent is required to deduct and withhold with respect a condition precedent to the making of such payment under the Code or under any provision of state, local or foreign tax law, PROVIDED THAT in determining whether withholding under Section 1445 of the Code is required, EOP shall take into account (and shall request the Exchange Agent to take into account) Section 1445(b)(6) of the Code and Treasury Regulations Section 1.1445-2(c)(2). For this purpose, any EOP Common Shares deducted and withheld by EOP shall be valued at the last trading price of the EOP Common Shares on the New York Stock Exchange on the Effective Date of the Merger. To the extent that amounts are so withheld by EOP or the Exchange Agent, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the holder Merger Consideration in respect of the shares represented by such Certificate, require the owner of Cornerstone Common Stock such lost, stolen or Cornerstone 7% Preferred Stockdestroyed Certificate to deliver a bond in such sum as it may reasonably direct as indemnity against any claim that may be made against Purchaser, as applicable, in respect of which such deduction and withholding was made by EOP the Surviving Corporation or the Exchange Paying Agent.

Exchange Procedure. As soon as reasonably practicable after the Effective Time, EOP Colonial shall use commercially reasonable efforts to cause the Exchange Agent to mail to each holder of record of a Certificate or Certificates which immediately prior to the Effective Time represented outstanding shares of Cornerstone Common Stock Shares (other than to holders of Cornerstone Common Stock Shares who previously surrendered with their Forms Form of Election their Certificates for Cornerstone Common StockShares) or Cornerstone 7% Preferred Stock Certificate whose shares were converted into the right to receive the Merger Consideration pursuant to Section 1.8(a) and Section 1.10, (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 Exchange Agent and shall be in a form and have such other provisions as EOP Colonial may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the Merger Consideration. To the extent not previously surrendered with a Form of Election, upon surrender of a Certificate for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by EOPColonial, together with such letter of transmittal, duly executed, and such other documents as may reasonably be required by the Exchange Agent, the holder of such Certificate shall be entitled to receive in exchange therefor the Merger Consideration into which the shares of Cornerstone Common Stock or Cornerstone 7% Preferred Stock, as applicable, Shares theretofore represented by such Certificate shall have been converted pursuant to Section 1.8(a) and Section 1.10, together with any dividends or other distributions to which such holder is entitled pursuant to Section 1.15(d) and cash, if any, payable in lieu of fractional shares pursuant to Section 1.15(g1.13(g), to be mailed (or made available for collection by hand if so elected by the surrendering holder) within five business days of receipt thereof, and the Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of shares of Cornerstone Common Stock or Cornerstone 7% Preferred Stock Shares which is not registered in the transfer records of Cornerstone, 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 either shall pay any transfer or other taxes Taxes required by reason of such payment being made to a person Person other than the registered holder of such Certificate or establish to the satisfaction of EOP Colonial that such tax Tax or taxes Taxes have been paid or are not applicable. Until surrendered as contemplated by this Section 1.151.13, 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 Cornerstone Common Stock or Cornerstone 7% Preferred Stock heretofore Shares theretofore represented by such Certificate shall have been converted pursuant to Section 1.8 and Section 1.10, and any dividends or other distributions to which such holder is entitled cash payable in lieu of fractional shares pursuant to Section 1.15(d1.13(g). No interest will be paid or will accrue on the Merger Consideration upon the surrender of any Certificate or on any cash payable pursuant to Section 1.15(d1.13(d) or Section 1.15(g1.13(g). EOP Colonial or the Exchange Agent, as applicable, shall be entitled, in its sole and absolute discretion, to deduct and withhold from the cash cash, Colonial Common Shares or EOP Common Colonial Series E Preferred Depositary Shares, or any combination thereof, that otherwise is payable pursuant to this Agreement to any holder of shares of Cornerstone Common Stock or Cornerstone 7% Preferred Stock Shares such amounts as EOP Colonial 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 federal, state, local or foreign tax Tax law, PROVIDED THAT in determining whether withholding under Section 1445 of the Code is required, EOP shall take into account (and shall request the Exchange Agent to take into account) Section 1445(b)(6) of the Code and Treasury Regulations Section 1.1445-2(c)(2). For this purpose, (x) any EOP Colonial Common Shares deducted and withheld by EOP Colonial shall be valued at the last trading price of the EOP Colonial Common Shares on the New York Stock Exchange NYSE on the Effective Date of the MergerMerger and (y) any Colonial Series E Preferred Depositary Shares deducted and withheld by Colonial shall be valued at $25.00 (i.e., 1/100th of the liquidation preference of a Colonial Series E Preferred Share). To the extent that amounts are so withheld by EOP Colonial or the Exchange Agent, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the holder of the shares of Cornerstone Common Stock or Cornerstone 7% Preferred Stock, as applicable, Shares in respect of which such deduction and withholding was made by EOP Colonial or the Exchange Agent.

Exchange Procedure. As soon as reasonably practicable Promptly (and in any event no later than two Business Days) after the Effective Time, EOP Parent shall use commercially reasonable efforts to cause direct the Exchange Paying Agent to mail to each holder of record of a Certificate certificate or Certificates which certificates (if any), or a non-certificated share or non-certificated shares, that immediately prior to the Effective Time represented outstanding shares of Cornerstone Company Common Stock (other than to holders of Cornerstone Common Stock who previously surrendered with their Forms of Election their Certificates for Cornerstone Common Stockthe “Certificates” or “Book-Entry Shares,” respectively) or Cornerstone 7% Preferred Stock Certificate whose shares which were converted into the right to receive the Merger Consideration pursuant to Section 1.10, 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 Exchange Agent Paying Agent, and shall be in a customary form and have such other provisions as EOP Parent and the Company may reasonably specifyagree prior to the Effective Time) and (ii) instructions for use in effecting the surrender of the Certificates or Book-Entry Shares, as applicable, in exchange for the Merger Consideration. To Upon (A) in the extent not previously surrendered with case of a Form of ElectionCertificate, upon surrender of a such Certificate for cancellation to the Exchange Paying Agent or to such other agent or agents as may be appointed by EOPfor cancellation, together with such letter of transmittal, duly executed, and such other documents as may reasonably be required by the Exchange AgentPaying Agent or (B) in the case of Book-Entry Shares, receipt of an “agent’s message” by the Paying Agent (or such other evidence, if any, of the transfer as the Paying Agent may reasonably request), the holder of such Certificate or Book-Entry Share, as applicable, shall be entitled to receive in exchange therefor the Merger Consideration into which the shares for each share of Cornerstone Company Common Stock or Cornerstone 7% Preferred Stock, as applicable, theretofore represented by such Certificate shall have been converted or Book-Entry Share, as applicable, pursuant to Section 1.10, together with any dividends or other distributions to which such holder is entitled pursuant to Section 1.15(d) and cash, if any, payable in lieu of fractional shares pursuant to Section 1.15(g2.01(c), to be mailed (or made available for collection by hand if so elected by the surrendering holder) within five business days of receipt thereof, and the Certificate or Book-Entry Share, as applicable, so surrendered shall forthwith be canceled. In the event of a transfer of ownership of shares of Cornerstone Company Common Stock or Cornerstone 7% Preferred Stock which that is not registered in the transfer records of Cornerstonethe 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 either shall pay any transfer or other taxes Taxes required by reason of such the payment being made to a person Person other than the registered holder of such Certificate or establish to the reasonable satisfaction of EOP Parent that such tax or taxes have Tax has been paid or are is not applicable. Until surrendered as contemplated by this Section 1.152.02, each Certificate or Book-Entry Share shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration, without interest, into which the shares of Cornerstone Common Stock or Cornerstone 7% Preferred Stock heretofore represented by such Certificate shall have been converted pursuant to Section 1.10, and any dividends or other distributions to which such holder is entitled pursuant to Section 1.15(d)Consideration in accordance with this Article II. No interest will shall be paid or will accrue on the Merger Consideration upon the surrender of any Certificate or on any cash payable pursuant to Section 1.15(d) or Section 1.15(g). EOP or the Exchange Agent, as applicable, shall be entitled, in its sole and absolute discretion, to deduct and withhold from the cash or EOP Common Shares, or any combination thereof, that otherwise is payable pursuant to this Agreement to any holder of shares of Cornerstone Common Stock a Certificate or Cornerstone 7% Preferred Stock such amounts as EOP or Book-Entry Share in accordance with 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, PROVIDED THAT in determining whether withholding under Section 1445 of the Code is required, EOP shall take into account (and shall request the Exchange Agent to take into account) Section 1445(b)(6) of the Code and Treasury Regulations Section 1.1445-2(c)(2). For this purpose, any EOP Common Shares deducted and withheld by EOP shall be valued at the last trading price of the EOP Common Shares on the New York Stock Exchange on the Effective Date of the Merger. To the extent that amounts are so withheld by EOP or the Exchange Agent, such withheld amounts shall be treated for all purposes provisions of this Agreement as having been paid to the holder of the shares of Cornerstone Common Stock or Cornerstone 7% Preferred Stock, as applicable, in respect of which such deduction and withholding was made by EOP or the Exchange AgentArticle II.

Exchange Procedure. As soon as reasonably practicable after (a) After the Effective TimeDate, EOP shall use commercially reasonable efforts to cause the Exchange Agent to mail to each holder of record of a Certificate or Certificates which immediately prior to the Effective Time represented outstanding certificates representing such shares of Cornerstone Common Stock (other than to holders of Cornerstone Common Stock who previously surrendered with their Forms of Election their Certificates for Cornerstone Common Stock) or Cornerstone 7% Preferred Stock Certificate whose shares were converted into Talbot Bancshares shall represent the right to receive the Merger Consideration pursuant to Section 1.10, (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 Exchange Agent and shall be in a form and have such other provisions as EOP may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the Merger Consideration. To the extent not previously surrendered with a Form of Election, upon surrender of a Certificate for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by EOP, together with such letter of transmittal, duly executed, and such other documents as may reasonably be required by the Exchange Agent, the holder of such Certificate shall be entitled to receive in exchange therefor the Merger Consideration into which the certificates representing shares of Cornerstone Common Stock or Cornerstone 7% Preferred Stock, as applicable, theretofore represented by of Successor Bancshares determined in accordance with Section 9.2; such Certificate shall have been converted pursuant to Section 1.10, together with any dividends or other distributions to which such holder is entitled pursuant to Section 1.15(d) and cash, if any, payable in lieu of fractional shares pursuant to Section 1.15(g), to be mailed (or made available for collection by hand if so elected by the surrendering holder) within five business days of receipt thereof, and the Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of shares of Cornerstone Common Stock or Cornerstone 7% Preferred Stock which is not registered in the transfer records of Cornerstone, 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 either shall pay any transfer or other taxes required by reason of such payment being made to a person other than the registered holder of such Certificate or establish to the satisfaction of EOP that such tax or taxes have been paid or are not applicable. Until surrendered as contemplated by this Section 1.15, each Certificate shall be deemed Talbot Bancshares certificates at any time after the Effective Time Date may be exchanged by the holders thereof for new certificates for the appropriate number of shares of Common Stock of Successor Bancshares by forwarding such Talbot Bancshares Common Stock certificates and the letter of transmittal provided by Successor Bancshares to represent only the right transfer agent for Successor Bancshares Common Stock, and the payment of cash in lieu of fractions, dividends, and other distributions on said stock may be withheld until the Talbot Bancshares certificates are surrendered for exchange to receive upon the transfer agent for Successor Bancshares Common Stock; when such surrender new certificates are issued, the Merger Considerationholders thereof shall be entitled to be paid the amount (without any interest thereon) of all such withheld cash in lieu of fractions, without interestdividends, or other distributions which have theretofore become payable with respect to such shares of Common Stock of Successor Bancshares. (b) As soon as possible after the Effective Date, the transfer agent for Successor Bancshares Common Stock shall send or cause to be sent a notice and transmittal form to each record holder of a certificate theretofore evidencing shares of the Talbot Bancshares Common Stock. (c) All shares of Successor Bancshares Common Stock into which the shares of Cornerstone Common Stock or Cornerstone 7% Preferred Stock heretofore represented by such Certificate Talbot Bancshares shall have been converted pursuant to Section 1.10, and any dividends or other distributions to which such holder is entitled pursuant to Section 1.15(d). No interest will be paid or will accrue on the Merger Consideration upon the surrender of any Certificate or on any cash payable pursuant to Section 1.15(d) or Section 1.15(g). EOP or the Exchange Agent, as applicable, shall be entitled, deemed to have been issued in its sole and absolute discretion, full satisfaction of all rights pertaining to deduct and withhold from the cash or EOP Common Shares, or any combination thereof, that otherwise is payable pursuant to this Agreement to any holder of such shares of Cornerstone Talbot Bancshares Common Stock or Cornerstone 7% Preferred Stock such amounts as EOP 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, PROVIDED THAT in determining whether withholding under Section 1445 of the Code is required, EOP shall take into account (and shall request the Exchange Agent to take into account) Section 1445(b)(6) of the Code and Treasury Regulations Section 1.1445-2(c)(2). For this purpose, any EOP Common Shares deducted and withheld by EOP shall be valued at the last trading price of the EOP Common Shares on the New York Stock Exchange on the Effective Date of the Merger. To the extent that amounts are so withheld by EOP or the Exchange Agent, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the holder of the shares of Cornerstone Common Stock or Cornerstone 7% Preferred Stock, as applicable, in respect of which such deduction and withholding was made by EOP or the Exchange Agent.

Exchange Procedure. As soon as reasonably practicable after the Effective Time, EOP and in any event no later than five Business Days thereafter, the Exchange Agent shall, and Newco shall use commercially its reasonable efforts to cause the Exchange Agent to to, mail to each holder of record of a an IMC Certificate or Certificates which that immediately prior to the Effective Time represented outstanding shares of Cornerstone Common IMC Stock (other than to holders of Cornerstone Common Stock who previously surrendered with their Forms of Election their Certificates for Cornerstone Common Stock) or Cornerstone 7% Preferred Stock Certificate whose shares were converted into and became the right to receive the Merger Consideration shares of Newco Stock pursuant to Section 1.103.01 and Section 3.02, respectively, (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the IMC Certificates shall pass, only upon delivery of the IMC Certificates to the Exchange Agent and shall be in a such form and have such other provisions as EOP Newco may reasonably specify) and (ii) instructions for use in effecting the surrender of the IMC Certificates in exchange for the Merger ConsiderationNewco Certificates. To the extent not previously surrendered with a Form of Election, upon Upon surrender of a an IMC Certificate for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by EOPAgent, together with such letter of transmittal, properly completed and duly executed, and such other documents as may be reasonably be required by the Exchange Agent, the holder of such IMC Certificate shall be entitled to receive in exchange therefor a Newco Certificate(s) representing the Merger Consideration into which the number and class of shares of Cornerstone Common Newco Stock or Cornerstone 7% Preferred Stock, as applicable, theretofore represented by such Certificate shall have been converted pursuant to Section 1.10, together with any dividends or other distributions to which such holder is entitled has the right to receive pursuant to Section 1.15(d) and cash, if any, payable in lieu the provisions of fractional shares pursuant to Section 1.15(g), to be mailed (or made available for collection by hand if so elected by the surrendering holder) within five business days of receipt thereofthis Article III, and the IMC Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of shares of Cornerstone Common Stock or Cornerstone 7% Preferred Stock which is not registered in an IMC Certificate after the transfer records of CornerstoneEffective Time, payment exchange may be made to a person Person other than the person Person in whose name the IMC Certificate so surrendered is registered registered, if such IMC Certificate shall be properly endorsed or otherwise be in proper form for transfer and shall be accompanied by evidence satisfactory to the person requesting such payment either shall pay Exchange Agent that any transfer or other taxes required by reason of such payment being made to a person exchange in the name other than that of the registered holder of such IMC Certificate or establish to the satisfaction of EOP that such tax or taxes have instrument either has been paid or are is not applicablepayable. Until surrendered as contemplated by this Section 1.153.05, each IMC Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender a Newco Certificate or Certificates evidencing the Merger Consideration, without interest, into Consideration to which the shares of Cornerstone Common Stock holder thereof is entitled in accordance with Section 3.01 or Cornerstone 7% Preferred Stock heretofore represented by such Certificate shall have been converted pursuant to Section 1.103.02, as the case may be, and any dividends or and other distributions to which such holder is entitled pursuant to Section 1.15(d3.05(f). No interest will be paid or will accrue on the Merger Consideration upon the surrender of any Certificate or on any cash payable pursuant to Section 1.15(d) or Section 1.15(g). EOP or the Exchange Agent, as applicable, shall be entitled, in its sole and absolute discretion, to deduct and withhold from the cash or EOP Common Shares, or any combination thereof, that otherwise is payable pursuant to this Agreement to any holder of shares of Cornerstone Common Stock or Cornerstone 7% Preferred Stock such amounts as EOP 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, PROVIDED THAT in determining whether withholding under Section 1445 of the Code is required, EOP shall take into account (and shall request the Exchange Agent to take into account) Section 1445(b)(6) of the Code and Treasury Regulations Section 1.1445-2(c)(2). For this purpose, any EOP Common Shares deducted and withheld by EOP shall be valued at the last trading price of the EOP Common Shares on the New York Stock Exchange on the Effective Date of the Merger. To the extent that amounts are so withheld by EOP or the Exchange Agent, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the holder of the shares of Cornerstone Common Stock or Cornerstone 7% Preferred Stock, as applicable, in respect of which such deduction and withholding was made by EOP or the Exchange Agent.

Exchange Procedure. As soon as reasonably practicable after the Effective Time, EOP PREIT and PREIT Partnership shall use commercially reasonable efforts to cause the Exchange Agent Agent, no later than the fifth (5th) business day after the Closing Date, to mail to each holder of record of a Certificate or Certificates which immediately prior to the Effective Time represented outstanding shares of Cornerstone Crown Common Stock (other than to holders of Cornerstone Common Stock who previously surrendered with their Forms of Election their Certificates for Cornerstone Common Stock) Shares or Cornerstone 7% Crown Senior Preferred Stock Certificate Shares whose shares were converted into the right to receive the Merger Consideration pursuant to Section 1.101.8, (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 Exchange Agent and shall be in a form and have such other provisions as EOP PREIT may reasonably specify) ), and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the Merger Consideration. To the extent not previously surrendered with a Form of Election, upon Upon surrender of a Certificate for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by EOPAgent, together with such letter of transmittal, duly executed, and such other documents as may reasonably be required by the Exchange Agent, (x) the holder of such Certificate shall be entitled to receive in exchange therefor the Merger Consideration into which the shares of Cornerstone Crown Common Stock Shares or Cornerstone 7% Crown Senior Preferred StockShares, as applicable, theretofore represented by such Certificate shall have been converted pursuant to Section 1.101.8, together with including any dividends or other distributions to which such holder is entitled pursuant to Section 1.15(d) and cash, if any, cash payable in lieu of fractional shares pursuant to Section 1.15(g1.11(g), (y) PREIT and PREIT Partnership shall use commercially reasonable efforts to be mailed cause the Exchange Agent to mail (or made make available for collection by hand if so elected by the surrendering holder) such amount to such holder within five business days of after receipt thereof, and (z) the Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of shares of Cornerstone Crown Common Stock Shares or Cornerstone 7% Crown Senior Preferred Stock Shares which is not registered in the transfer records of CornerstoneCrown, 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 either shall pay any transfer or other taxes required by reason of such payment being made to a person Person other than the registered holder of such Certificate or establish to the satisfaction of EOP Crown that such tax or taxes have been paid or are not applicable. Until surrendered as contemplated by this Section 1.151.11, 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 Cornerstone Crown Common Stock Shares or Cornerstone 7% Crown Senior Preferred Stock heretofore Shares theretofore represented by such Certificate shall have been converted pursuant to Section 1.101.8, and including any dividends or other distributions to which such holder is entitled cash payable in lieu of fractional shares pursuant to Section 1.15(d1.11(g). No interest will be paid or will accrue to the benefit of the shareholders on the Merger Consideration upon the surrender of any Certificate or on any cash payable pursuant to Section 1.15(d) or Section 1.15(g1.11(g). EOP PREIT or the Exchange Agent, as applicable, shall be entitled, in its sole and absolute discretion, to deduct and withhold from the cash cash, PREIT Common Shares or EOP Common PREIT Senior Preferred Shares, or any combination thereof, that otherwise is payable pursuant to this Agreement to any holder of shares of Cornerstone Crown Common Stock Shares or Cornerstone 7% Crown Senior Preferred Stock Shares such amounts as EOP PREIT 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, PROVIDED THAT in determining whether withholding under Section 1445 of the Code is required, EOP shall take into account (and shall request the Exchange Agent to take into account) Section 1445(b)(6) of the Code and Treasury Regulations Section 1.1445-2(c)(2). For this purpose, any EOP PREIT Common Shares or PREIT Senior Preferred Shares deducted and withheld by EOP PREIT shall be valued at the last trading price of the EOP PREIT Common Shares or the PREIT Senior Preferred Shares, as applicable, on the New York Stock Exchange on the Effective Date of the MergerMerger (or in the event that the PREIT Senior Preferred Shares do not yet trade on the New York Stock Exchange, at the liquidation preference (excluding unpaid dividends) per PREIT Senior Preferred Share). To the extent that amounts are so withheld by EOP PREIT or the Exchange Agent, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the holder of the shares of Cornerstone Crown Common Stock Shares or Cornerstone 7% Crown Senior Preferred StockShares, as applicable, in respect of which such deduction and withholding was made by EOP PREIT or the Exchange Agent.

Exchange Procedure. As soon as reasonably practicable after the Effective Time, EOP but no later than five (5) Business Days after the Effective Time, the Surviving Corporation shall use commercially reasonable efforts to cause the Exchange Agent to mail to each holder of record of a Certificate or Certificates which immediately prior to the Effective Time represented outstanding shares of Cornerstone Common Stock (other than to holders of Cornerstone Common Stock who previously surrendered with their Forms of Election their Certificates for Cornerstone Common Stock) or Cornerstone 7% Preferred Stock Certificate whose shares were converted into the right to receive the Merger Consideration pursuant to Section 1.10Powertel Certificate, (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates a Powertel Certificate shall pass, only upon delivery of the Certificates such Powertel Certificate to the Exchange Agent and shall be in a form and have such other provisions as EOP VoiceStream may reasonably specify) ), and (ii) instructions for use in effecting the surrender of the Powertel Certificates in exchange for the Merger Considerationproperty described in the next sentence. To the extent not previously surrendered with a Form of Election, upon Upon surrender of a Certificate for cancellation to the Exchange Agent or to such other agent or agents as may be appointed of any Powertel Certificate(s) held by EOPany holder of record of a Powertel Certificate, together with such letter of transmittal, transmittal duly executed, and such other documents as may reasonably be required by the Exchange Agent, the holder of such Certificate shall be entitled to receive in exchange therefor a VoiceStream Certificate (which shall not include any restrictive legends but may be subject to the Merger Consideration agreement signed by Rule 145 Affiliates pursuant to Section 5.08(a) of this Agreement) representing the number of whole shares of VoiceStream Common Stock into which the shares of Cornerstone Common Powertel Stock or Cornerstone 7% Preferred Stock, as applicable, theretofore represented by such Certificate the surrendered Powertel Certificate(s) shall have been converted at the Effective Time pursuant to Section 1.101.06(c), together with any dividends or other distributions to which such holder is entitled pursuant to Section 1.15(d) and cash, if any, payable cash in lieu of any fractional shares pursuant to share of VoiceStream Common Stock in accordance with Section 1.15(g), to be mailed (or made available for collection by hand if so elected by the surrendering holder1.07(e) within five business days of receipt thereof, and the Certificate dividends and other distributions in accordance with Section 1.07(d); and the Powertel Certificate(s) so surrendered shall forthwith be canceledcancelled. In the event of a transfer of ownership of shares of Cornerstone Common Powertel Stock or Cornerstone 7% Preferred Stock which that is not registered in the transfer records of CornerstonePowertel, payment cash or a VoiceStream Certificate representing shares of VoiceStream Common Stock may be made paid to or issued in a person name other than that in which the person Powertel Certificate surrendered in whose name the Certificate so surrendered exchange therefor is registered registered, if such Powertel Certificate shall be properly endorsed or otherwise be in proper form for transfer and the person requesting such payment either shall pay any transfer or other taxes Taxes required by reason of such the payment being made to a person other than the registered holder of such Powertel Certificate or establish to the satisfaction of EOP the Surviving Corporation that such tax or taxes have Tax has been paid or are is not applicable. Until surrendered as contemplated by this Section 1.151.07, each Powertel Certificate shall be deemed at any time after the Effective Time to represent only (A) the right to receive upon such surrender VoiceStream Certificates representing the Merger Consideration, without interest, shares of VoiceStream Common Stock into which the shares of Cornerstone Common Powertel Stock or Cornerstone 7% Preferred Stock heretofore represented by such Powertel Certificate shall have been converted pursuant to converted, (B) any dividends and other distributions in accordance with Section 1.101.07(d), and (C) any dividends or other distributions cash, without interest, to which such holder is entitled pursuant to be paid in lieu of any fractional share of VoiceStream Common Stock in accordance with Section 1.15(d1.07(e). No interest will be paid or will accrue on the Merger Consideration upon the surrender of any Certificate or on any cash payable pursuant to Section 1.15(d) or Section 1.15(g). EOP VoiceStream or the Exchange Agent, as applicable, Agent shall be entitled, in its sole and absolute discretion, entitled to deduct and withhold from the cash or EOP Common Shares, or any combination thereof, that consideration otherwise is payable pursuant to this Agreement to any holder of shares of Cornerstone Common Stock or Cornerstone 7% Preferred Powertel Stock such amounts as EOP VoiceStream 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 Tax law, PROVIDED THAT but in determining whether withholding under Section 1445 of the Code is required, EOP shall take into account (and shall request the Exchange Agent to take into account) Section 1445(b)(6) of the Code and Treasury Regulations Section 1.1445-2(c)(2). For this purpose, any EOP Common Shares deducted and withheld by EOP connection therewith shall be valued at obligated to pay over to the last trading price of the EOP Common Shares on the New York Stock Exchange on the Effective Date of the Mergerproper Tax authorities and properly report such payment as required by such Tax law. To the extent that amounts are so withheld by EOP VoiceStream or the Exchange AgentAgent (but not both) and have been properly paid to the appropriate Tax authorities and reported as required by law, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the holder of the shares of Cornerstone Common Powertel Stock or Cornerstone 7% Preferred Stock, as applicable, in respect of which such deduction and withholding was made by EOP VoiceStream or the Exchange Agent.

Exchange Procedure. As soon as reasonably practicable after the Effective TimeTime but in no event later than the first business day following the Closing Date, EOP the Paying Agent shall use commercially reasonable efforts to cause the Exchange Agent to mail to each holder of record of a Certificate or Certificates which immediately prior to the Effective Time represented outstanding shares of Cornerstone Common Stock (other than to and appropriate documentation for holders of Cornerstone Common Stock who previously surrendered with their Forms of Election their Certificates for Cornerstone Common StockCompany Options and Warrants) or Cornerstone 7% Preferred Stock Certificate whose shares were converted into the right to receive the Merger Consideration pursuant to Section 1.10, (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 Exchange Paying Agent and shall be in a customary form and have such other provisions as EOP 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. To the extent not previously surrendered with a Form of Election, upon Upon surrender of a Certificate for cancellation to the Exchange Paying Agent or to such other agent or agents as may be appointed by EOPParent, together with such letter of transmittal, duly completed and validly executed, and such other documents as may reasonably be required by the Exchange Paying Agent, the holder of such Certificate shall be entitled to receive in exchange therefor the Merger Consideration amount of cash into which the shares of Cornerstone Common Stock or Cornerstone 7% Preferred Stock, as applicable, theretofore formerly represented by such Certificate shall have been converted pursuant to Section 1.10, together with any dividends or other distributions to which such holder is entitled pursuant to Section 1.15(d) and cash, if any, payable in lieu of fractional shares pursuant to Section 1.15(g2.08(c), to be mailed (or made available for collection by hand if so elected by the surrendering holder) within five business days of receipt thereof, and the Certificate so surrendered shall forthwith be canceledcancelled. Parent's agreement with the Paying Agent shall provide that, upon surrender of a Certificate for cancellation to the Paying Agent or to such other agent or agents as may be appointed by Parent, any holders of more than five thousand shares of Company Common Stock (including shares issuable upon the exercise of Warrants and Company Options) shall be entitled to receive payment of the Merger Consideration in respect of the shares of Company Common Stock and an amount of cash determined pursuant to Sections 2.10 and 2.11 with respect to any Warrants and Company Options, respectively, held by them by wire transfer of immediately available funds as promptly as practicable after the Effective Time, but in no event later than the first business day following the Closing Date, to the account(s) designated by such stockholder. In the event of a transfer of ownership of shares of Cornerstone Company Common Stock or Cornerstone 7% Preferred Stock which that is not registered in the stock transfer records books of Cornerstonethe 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 if such Certificate shall be properly endorsed or otherwise be in proper form for transfer and the person requesting such payment either shall pay any transfer or other taxes required by reason of such the payment being made to a person other than the registered holder of such Certificate or establish to the satisfaction of EOP Parent that such tax or taxes have has been paid or are is not applicable. Until surrendered as contemplated by this Section 1.15, 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 Cornerstone Common Stock or Cornerstone 7% Preferred Stock heretofore represented by such Certificate shall have been converted pursuant to Section 1.10, and any dividends or other distributions to which such holder is entitled pursuant to Section 1.15(d). No interest will shall be paid or will shall accrue on the Merger Consideration cash payable upon the surrender of any Certificate or on any cash payable pursuant to Section 1.15(d) or Section 1.15(g)Certificate. EOP or Upon the Exchange Agent, as applicable, shall be entitled, in its sole and absolute discretion, to deduct and withhold from the cash or EOP Common Shares, or any combination thereof, that otherwise is payable pursuant to this Agreement to any holder of shares of Cornerstone Common Stock or Cornerstone 7% Preferred Stock such amounts as EOP or the Exchange Agent is required to deduct and withhold with respect delivery to the making of such payment under the Code or under any provision of state, local or foreign tax law, PROVIDED THAT in determining whether withholding under Section 1445 Paying Agent of the Code is requiredappropriate documentation in respect of Company Options and Warrants, EOP shall take into account (and shall request the Exchange Agent to take into account) Section 1445(b)(6) of the Code and Treasury Regulations Section 1.1445-2(c)(2). For this purpose, any EOP Common Shares deducted and withheld by EOP shall be valued at the last trading price of the EOP Common Shares on the New York Stock Exchange on the Effective Date of the Merger. To the extent that amounts are so withheld by EOP or the Exchange Agent, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the holder of the shares such Company Option or Warrant will be entitled to receive an amount of Cornerstone Common Stock or Cornerstone 7% Preferred Stock, as applicable, in respect of which such deduction cash determined pursuant to Sections 2.10 and withholding was made by EOP or the Exchange Agent2.11.

Exchange Procedure. As soon as reasonably practicable after the Effective Time, EOP Parent shall use commercially reasonable efforts to cause the Exchange Paying Agent to mail to each holder of record of a Certificate or Certificates which immediately prior to the Effective Time represented outstanding shares of Cornerstone Common Stock (other than to holders of Cornerstone Common Stock who previously surrendered with their Forms of Election their Certificates for Cornerstone Common Stock) or Cornerstone 7% Preferred Stock Certificate whose shares were converted into the right to receive the Merger Consideration pursuant to Section 1.10, (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 Exchange Paying Agent and shall be in a form and have such other provisions as EOP Parent may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the Merger Consideration. To the extent not previously surrendered with a Form of Election, upon Upon surrender of a Certificate for cancellation to the Exchange Paying Agent or to such other agent or agents as may be appointed by EOPParent, 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 Exchange Paying Agent, the holder of such Certificate shall be entitled to receive in exchange therefor the amount of Merger Consideration into which that such holder has the shares of Cornerstone Common Stock or Cornerstone 7% Preferred Stock, as applicable, theretofore represented by such Certificate shall have been converted right to receive pursuant to Section 1.10, together with any dividends or other distributions to which such holder is entitled pursuant to Section 1.15(d) and cash, if any, payable in lieu of fractional shares pursuant to Section 1.15(g3.1(c), to be mailed (or made available for collection by hand if so elected by the surrendering holder) within five business days of receipt thereof, and the Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of shares of Cornerstone Company Common Stock or Cornerstone 7% Preferred Stock which that is not registered in the stock transfer records books of Cornerstonethe 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 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 either shall pay any transfer or other taxes Taxes required by reason of such the payment being made to a person Person other than the registered holder of such Certificate or establish to the satisfaction of EOP the Surviving Corporation that such tax or taxes Taxes have been paid or are not applicable. Until surrendered as contemplated by this Section 1.15, 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 Cornerstone Common Stock or Cornerstone 7% Preferred Stock heretofore represented by such Certificate shall have been converted pursuant to Section 1.10, and any dividends or other distributions to which such holder is entitled pursuant to Section 1.15(d). No interest will shall be paid or will shall accrue on the Merger Consideration cash payable upon the surrender of any Certificate or on any cash payable pursuant to Section 1.15(d) or Section 1.15(g). EOP or the Exchange Agent, as applicable, shall be entitled, in its sole and absolute discretion, to deduct and withhold from the cash or EOP Common Shares, or any combination thereof, that otherwise is payable pursuant to this Agreement to any holder of shares of Cornerstone Common Stock or Cornerstone 7% Preferred Stock such amounts as EOP 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, PROVIDED THAT in determining whether withholding under Section 1445 of the Code is required, EOP shall take into account (and shall request the Exchange Agent to take into account) Section 1445(b)(6) of the Code and Treasury Regulations Section 1.1445-2(c)(2). For this purpose, any EOP Common Shares deducted and withheld by EOP shall be valued at the last trading price of the EOP Common Shares on the New York Stock Exchange on the Effective Date of the Merger. To the extent that amounts are so withheld by EOP or the Exchange Agent, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the holder of the shares of Cornerstone Common Stock or Cornerstone 7% Preferred Stock, as applicable, in respect of which such deduction and withholding was made by EOP or the Exchange AgentCertificate.

Exchange Procedure. As soon (a) Upon exchange of any Note, the Issuers will settle the Exchange Obligation on the third Business Day immediately following the Exchange Date. (b) Before any Holder of a Note shall be entitled to exchange the same as reasonably practicable after set forth above, such Holder shall (i) in the Effective Timecase of a Global Note, EOP shall use commercially reasonable efforts comply with the procedures of the Depositary in effect at that time and, if required, pay funds equal to cause interest payable on the next Interest Payment Date to which such Holder is not entitled and (ii) in the case of a Definitive Note (1) complete, manually sign and deliver an irrevocable notice to the Exchange Agent as set forth in the Form of Notice of Exchange (or a facsimile thereof) (a “Notice of Exchange”) attached as Exhibit F hereto at the office of the Exchange Agent and state in writing therein the principal amount of Notes to mail be exchanged and the name or names (with addresses) in which such Holder wishes the certificate or certificates for any shares of Common Stock to each holder be delivered upon settlement of record the Exchange Obligation to be registered, (2) surrender such Notes, duly endorsed to the Issuers or in blank (and accompanied by appropriate endorsement and transfer documents), at the office of the Exchange Agent, (3) if required, furnish appropriate endorsements and transfer documents. The Trustee (and if different, the Exchange Agent) shall notify the Issuers of any exchange pursuant to this Article Thirteen on the Exchange Date for such exchange and (4) if required, pay funds equal to interest payable on the next Interest Payment Date to which such Holder is not entitled. No Notice of Exchange with respect to any Notes may be surrendered by a Certificate Holder thereof if such Holder has also delivered a Fundamental Change Repurchase Notice to the Issuers in respect of such Notes and not validly withdrawn such Fundamental Change Repurchase Notice in accordance with Section 11.02. If more than one Note shall be surrendered for exchange at one time by the same Holder, the Exchange Obligation with respect to such Notes shall be computed on the basis of the aggregate principal amount of the Notes (or Certificates which specified portions thereof to the extent permitted thereby) so surrendered. (c) A Note shall be deemed to have been exchanged immediately prior to the Effective Time represented outstanding shares close of Cornerstone Common Stock business on the date (other than the “Exchange Date”) that the Holder has complied with the requirements set forth in subsection (b) above. The Issuers shall issue or cause to holders of Cornerstone Common Stock who previously surrendered with their Forms of Election their Certificates for Cornerstone Common Stock) or Cornerstone 7% Preferred Stock Certificate whose shares were converted into the right to receive the Merger Consideration pursuant to Section 1.10, (i) a letter of transmittal (which shall specify that delivery shall be effectedissued, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Agent and shall be in a form and have such other provisions as EOP may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the Merger Consideration. To the extent not previously surrendered with a Form of Election, upon surrender of a Certificate for cancellation deliver to the Exchange Agent or to such other agent Holder, or agents as may such Holder’s nominee or nominees, certificates or a book-entry transfer through the Depositary for the full number of shares of Common Stock to which such Holder shall be appointed entitled in satisfaction of the Issuers’ Exchange Obligation. (d) In case any Note shall be surrendered for partial exchange, the Company shall execute and the Trustee shall authenticate and deliver to or upon the written order of the Holder of the Note so surrendered a new Note or Notes in authorized denominations in an aggregate principal amount equal to the unexchanged portion of the surrendered Note, without payment of any service charge by EOPthe exchanging Holder but, together with such letter of transmittal, duly executed, and such other documents as may reasonably be if required by the Exchange AgentIssuers or Trustee, with payment of a sum sufficient to cover any transfer tax or similar governmental charge required by law or that may be imposed in connection therewith as a result of the name of the Holder of the new Notes issued upon such exchange being different from the name of the Holder of the old Notes surrendered for such exchange. (e) Except as provided in Section 13.06, no adjustment shall be made for dividends on any shares issued upon the exchange of any Note as provided in this Article Thirteen. (f) Upon the exchange of an interest in a Global Note, the holder Trustee, or the Custodian at the direction of the Trustee, shall make a notation on such Certificate shall be entitled Global Note as to receive in exchange therefor the Merger Consideration into which the shares of Cornerstone Common Stock or Cornerstone 7% Preferred Stock, as applicable, theretofore represented by such Certificate shall have been converted pursuant to Section 1.10, together with any dividends or other distributions to which such holder is entitled pursuant to Section 1.15(d) and cash, if any, payable in lieu of fractional shares pursuant to Section 1.15(g), to be mailed (or made available for collection by hand if so elected by the surrendering holder) within five business days of receipt thereof, and the Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of shares of Cornerstone Common Stock or Cornerstone 7% Preferred Stock which is not registered reduction in the transfer records principal amount represented thereby. The Issuers shall notify the Trustee in writing of Cornerstone, payment may be made to a person any exchange of Notes effected through any Exchange Agent 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 either shall pay any transfer or other taxes required by reason of such payment being made to a person other than the registered holder of such Certificate or establish to the satisfaction of EOP that such tax or taxes have been paid or are not applicable. Until surrendered as contemplated by this Section 1.15, 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 Cornerstone Common Stock or Cornerstone 7% Preferred Stock heretofore represented by such Certificate shall have been converted pursuant to Section 1.10, and any dividends or other distributions to which such holder is entitled pursuant to Section 1.15(d). No interest will be paid or will accrue on the Merger Consideration upon the surrender of any Certificate or on any cash payable pursuant to Section 1.15(d) or Section 1.15(g). EOP or the Exchange Agent, as applicable, shall be entitled, in its sole and absolute discretion, to deduct and withhold from the cash or EOP Common Shares, or any combination thereof, that otherwise is payable pursuant to this Agreement to any holder of shares of Cornerstone Common Stock or Cornerstone 7% Preferred Stock such amounts as EOP 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, PROVIDED THAT in determining whether withholding under Section 1445 of the Code is required, EOP shall take into account (and shall request the Exchange Agent to take into account) Section 1445(b)(6) of the Code and Treasury Regulations Section 1.1445-2(c)(2). For this purpose, any EOP Common Shares deducted and withheld by EOP shall be valued at the last trading price of the EOP Common Shares on the New York Stock Exchange on the Effective Date of the Merger. To the extent that amounts are so withheld by EOP or the Exchange Agent, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the holder of the shares of Cornerstone Common Stock or Cornerstone 7% Preferred Stock, as applicable, in respect of which such deduction and withholding was made by EOP or the Exchange AgentTrustee.

Exchange Procedure. As soon as reasonably practicable Promptly after the Effective Time, EOP shall use commercially reasonable efforts to cause the Exchange Agent to shall mail to each holder of record of a Certificate certificate or Certificates certificates which immediately prior to the Effective Time represented outstanding shares of Cornerstone Class A Common Stock (other than to holders of Cornerstone Common Stock who previously surrendered with their Forms of Election their Certificates for Cornerstone Common Stock) or Cornerstone 7% Preferred Stock Certificate whose shares were converted into the right to receive the Merger Consideration cash pursuant to Section 1.10, (i6(B) of this Plan of Merger a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates certificates representing such shares of Class A Common Stock shall pass, only upon delivery of the Certificates certificates representing such shares of Class A Common Stock to the Exchange Agent and shall be in a such form and have such other provisions as EOP the Exchange Agent may reasonably specify) ), and (ii) instructions for use in effecting the surrender of the Certificates certificates representing such shares of Class A Common Stock, in exchange for the Merger Consideration. To the extent not previously surrendered with a Form of Election, upon Upon surrender of a Certificate for cancellation to the Exchange Agent of a certificate or to such other agent or agents as may be appointed by EOP, together with such letter certificates representing shares of transmittal, duly executed, Class A Common Stock and such other documents as may reasonably be required acceptance thereof by the Exchange Agent, the holder of such Certificate thereof shall be entitled to receive in exchange therefor the Merger Consideration amount of cash into which the number of shares of Cornerstone Class A Common Stock or Cornerstone 7% Preferred Stock, as applicable, theretofore previously represented by such Certificate certificate or certificates surrendered shall have been converted pursuant to Section 1.10this Agreement. The Exchange Agent shall accept such certificates upon compliance with such reasonable terms and conditions as the Exchange Agent may impose to effect an orderly exchange thereof in accordance with normal exchange practices. After the Effective Time, together with there shall be no further transfer on the records of the Company or its transfer agent of certificates representing shares of Class A Common Stock and if such certificates are presented to the Company for transfer, they shall be canceled against delivery of the Merger Consideration allocable to the shares of Class A Common Stock represented by such certificate or certificates. If any dividends or other distributions to which such holder Merger Consideration is entitled pursuant to Section 1.15(d) and cash, if any, payable in lieu of fractional shares pursuant to Section 1.15(g), to be mailed (or made available remitted to a name other than that in which the certificate for collection by hand if so elected by the surrendering holder) within five business days Class A Common Stock surrendered for exchange is registered, it shall be a condition of receipt thereof, and such exchange that the Certificate certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of shares of Cornerstone Common Stock or Cornerstone 7% Preferred Stock which is not registered in the transfer records of Cornerstone, 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 endorsed, with signature guaranteed, or otherwise be in proper form for transfer and that the person requesting such payment either exchange shall pay to the Company, or its transfer agent, any transfer or other taxes required by reason of such the payment being made of the Merger Consideration to a person name other than that of the registered holder of such Certificate the certificate surrendered, or establish to the satisfaction of EOP the Company or its transfer agent that such tax or taxes have has been paid or are is not applicable. Until surrendered surrendered, as contemplated by this Section 1.157, each Certificate certificate for shares of Class A Common Stock shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration, without interest, into which Consideration allocable to the shares of Cornerstone Common Stock or Cornerstone 7% Preferred Stock heretofore represented by such Certificate shall have been converted pursuant to certificate as contemplated by Section 1.10, and any dividends or other distributions to which such holder is entitled pursuant to Section 1.15(d)6(B) of this Plan of Merger. No interest will be paid or will accrue on any amount payable as Merger Consideration. Subject to completion of the documentation referred to above, the Merger Consideration upon the surrender of any Certificate or on any cash payable pursuant to Section 1.15(d) or Section 1.15(g). EOP or the Exchange Agent, as applicable, shall be entitled, in its sole and absolute discretion, to deduct and withhold from the cash or EOP Common Shares, or any combination thereof, that otherwise is payable pursuant to this Agreement to any holder of shares of Cornerstone Common Stock or Cornerstone 7% Preferred Stock such amounts as EOP 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, PROVIDED THAT in determining whether withholding under Section 1445 of the Code is required, EOP shall take into account (and shall request the Exchange Agent to take into account) Section 1445(b)(6) of the Code and Treasury Regulations Section 1.1445-2(c)(2). For this purpose, any EOP Common Shares deducted and withheld by EOP shall be valued paid at the last trading price Effective Time to holders of the EOP Class A Common Shares on the New York Stock Exchange on the Effective Date of the Merger. To the extent that amounts are so withheld by EOP or the Exchange Agent, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the holder of the shares of Cornerstone Common Stock or Cornerstone 7% Preferred Stock, as applicable, in respect of which such deduction and withholding was made by EOP or the Exchange Agent.

Exchange Procedure. As soon as reasonably practicable after the Effective Time, EOP shall use commercially reasonable efforts to cause the Exchange Agent to shall mail to each holder of record of a Certificate or Certificates which immediately prior to the Effective Time represented outstanding shares of Cornerstone Common Stock (other than to holders of Cornerstone Common Stock who previously surrendered with their Forms of Election their Certificates for Cornerstone Common Stock) or Cornerstone 7% Preferred Stock Certificate whose shares were converted into the right to receive the Merger Consideration pursuant to Section 1.102.1, (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 Exchange Agent and shall be in a form and have such other provisions as EOP Starwood may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the applicable Merger Consideration. To the extent not previously surrendered with a Form of Election, upon Upon surrender of a Certificate for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by EOPStarwood, together with such letter of transmittal, duly executed, and such other documents as may reasonably be required by the Exchange Agent, the holder of such Certificate shall be entitled to receive in exchange therefor the applicable Merger Consideration into which the shares of Cornerstone Common Stock or Cornerstone 7% Preferred Stock, as applicable, theretofore represented by such Certificate shall have been converted pursuant to Section 1.10, together with and any dividends or other distributions to which such holder is entitled pursuant to Section 1.15(d) and cash, if any, payable in lieu of fractional shares pursuant to Section 1.15(g2.2(d), to be mailed (or made available for collection by hand if so elected by the surrendering holder) within five business days of receipt thereof, and the Certificate so surrendered shall forthwith be canceledcancelled. In the event of a transfer of ownership of shares of Cornerstone TriNet Common Stock or Cornerstone 7% TriNet Preferred Stock which is not registered in the transfer records of CornerstoneTriNet, 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 either shall pay any transfer or other taxes required by reason of such payment being made to a person other than the registered holder of such Certificate or establish to the satisfaction of EOP Starwood that such tax or taxes have been paid or are not applicable. Until surrendered as contemplated by this Section 1.152.2, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the applicable Merger Consideration, without interest, into which the shares of Cornerstone Common Stock or Cornerstone 7% Preferred Stock heretofore theretofore represented by such Certificate shall have been converted pursuant to Section 1.10, 2.1 and any dividends or other distributions to which such holder is entitled pursuant to Section 1.15(d2.2(d). No interest will be paid or will accrue on the applicable Merger Consideration upon the surrender of any Certificate or on any cash amount payable pursuant to Section 1.15(d2.2(d) or Section 1.15(g2.2(g). EOP or the Exchange Agent, as applicable, shall be entitled, in its sole and absolute discretion, to deduct and withhold from the cash or EOP Common Shares, or any combination thereof, that otherwise is payable pursuant to this Agreement to any holder of shares of Cornerstone Common Stock or Cornerstone 7% Preferred Stock such amounts as EOP 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, PROVIDED THAT in determining whether withholding under Section 1445 of the Code is required, EOP shall take into account (and shall request the Exchange Agent to take into account) Section 1445(b)(6) of the Code and Treasury Regulations Section 1.1445-2(c)(2). For this purpose, any EOP Common Shares deducted and withheld by EOP shall be valued at the last trading price of the EOP Common Shares on the New York Stock Exchange on the Effective Date of the Merger. To the extent that amounts are so withheld by EOP or the Exchange Agent, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the holder of the shares of Cornerstone Common Stock or Cornerstone 7% Preferred Stock, as applicable, in respect of which such deduction and withholding was made by EOP or the Exchange Agent.

Exchange Procedure. Following receipt of the Final Order and prior to the Effective Date, OceanaGold will deposit the OceanaGold Shares with the Depositary to satisfy the Consideration issuable to the Romarco Shareholders pursuant to the Plan of Arrangement (other than with respect to Dissent Shares held by Dissenting Romarco Shareholders who have not withdrawn their notice of objection). As soon as reasonably practicable after the Effective TimeDate (but subject to the Plan of Arrangement), EOP shall use commercially reasonable efforts to cause the Exchange Agent to mail Depositary will forward to each holder Romarco Shareholder that submitted a duly completed Letter of record Transmittal to the Depositary, together with the certificate (if any) representing the Romarco Shares held by such Romarco Shareholder, the certificates representing the OceanaGold Shares issuable to such Romarco Shareholder pursuant to the Plan of a Certificate Arrangement, which shares will be registered in such name or Certificates which immediately names as set out in the Letter of Transmittal; and either (i) delivered to the address or addresses as such Romarco Shareholder directed in their Letter of Transmittal or (ii) made available for pick up at the offices of the Depositary in accordance with the instructions of the Romarco Shareholder in the Letter of Transmittal. Romarco Shareholders that did not submit an effective Letter of Transmittal prior to the Effective Time represented outstanding shares of Cornerstone Common Stock (other than to holders of Cornerstone Common Stock who previously surrendered with their Forms of Election their Certificates for Cornerstone Common Stock) or Cornerstone 7% Preferred Stock Certificate whose shares were converted into the right to receive the Merger Consideration pursuant to Section 1.10, (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 Date may take delivery of the Certificates Consideration issuable to them by delivering the certificates representing Romarco Shares or Romarco Shares formerly held by them to the Exchange Agent and shall Depositary at the offices indicated in the Letter of Transmittal. Such certificates must be in accompanied by a form and have such other provisions as EOP may reasonably specify) and (ii) instructions for use in effecting the surrender duly completed Letter of the Certificates in exchange for the Merger Consideration. To the extent not previously surrendered with a Form of Election, upon surrender of a Certificate for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by EOPTransmittal, together with such letter of transmittal, duly executed, and such other documents as the Depositary may reasonably be required by require. Certificates representing the Exchange Agent, the holder of OceanaGold Shares issued to such Certificate shall be entitled to receive in exchange therefor the Merger Consideration into which the shares of Cornerstone Common Stock or Cornerstone 7% Preferred Stock, as applicable, theretofore represented by such Certificate shall have been converted Romarco Shareholder pursuant to Section 1.10, together with any dividends the Plan of Arrangement will be registered in such name or other distributions names as set out in the Letter of Transmittal and either: (i) delivered to which the address or addresses as such holder is entitled pursuant to Section 1.15(dRomarco Shareholder directed in their Letter of Transmittal; or (ii) and cash, if any, payable in lieu of fractional shares pursuant to Section 1.15(g), to be mailed (or made available for collection by hand if so elected pick up at the offices of the Depositary in accordance with the instructions of the Romarco Shareholder in the Letter of Transmittal, as soon as reasonably practicable after receipt by the surrendering holder) within five business days Depositary of receipt thereof, the required certificates and documents. No fractional OceanaGold Shares will be issued to Romarco Shareholders. Where the Certificate so surrendered shall forthwith aggregate number of OceanaGold Shares to be canceled. In the event of a transfer of ownership of shares of Cornerstone Common Stock or Cornerstone 7% Preferred Stock which is not registered in the transfer records of Cornerstone, payment may be made issued to a person other than Romarco Shareholder as Consideration under the person Arrangement would result in whose name a fraction of an OceanaGold Share being issuable, the Certificate so surrendered is registered if number of OceanaGold Shares to be received by such Certificate Romarco Shareholder shall be properly endorsed or otherwise be in proper form for transfer and the person requesting such payment either shall pay any transfer or other taxes required by reason of such payment being made to a person other than the registered holder of such Certificate or establish rounded down to the satisfaction of EOP that such tax or taxes have been nearest whole OceanaGold Share, with no consideration being paid or are not applicable. Until surrendered as contemplated by this Section 1.15, each Certificate shall be deemed at any time after for the Effective Time to represent only the right to receive upon such surrender the Merger Consideration, without interest, into which the shares of Cornerstone Common Stock or Cornerstone 7% Preferred Stock heretofore represented by such Certificate shall have been converted pursuant to Section 1.10, and any dividends or other distributions to which such holder is entitled pursuant to Section 1.15(d). No interest will be paid or will accrue on the Merger Consideration upon the surrender of any Certificate or on any cash payable pursuant to Section 1.15(d) or Section 1.15(g). EOP or the Exchange Agent, as applicable, shall be entitled, in its sole and absolute discretion, to deduct and withhold from the cash or EOP Common Shares, or any combination thereof, that otherwise is payable pursuant to this Agreement to any holder of shares of Cornerstone Common Stock or Cornerstone 7% Preferred Stock such amounts as EOP 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, PROVIDED THAT in determining whether withholding under Section 1445 of the Code is required, EOP shall take into account (and shall request the Exchange Agent to take into account) Section 1445(b)(6) of the Code and Treasury Regulations Section 1.1445-2(c)(2). For this purpose, any EOP Common Shares deducted and withheld by EOP shall be valued at the last trading price of the EOP Common Shares on the New York Stock Exchange on the Effective Date of the Merger. To the extent that amounts are so withheld by EOP or the Exchange Agent, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the holder of the shares of Cornerstone Common Stock or Cornerstone 7% Preferred Stock, as applicable, in respect of which such deduction and withholding was made by EOP or the Exchange Agentfractional share.

Exchange Procedure. As soon as reasonably practicable Promptly after the Effective TimeTime (but not later than five Business Days thereafter), EOP the Paying Agent shall use commercially reasonable efforts to cause the Exchange Agent to mail to each holder of record of a Certificate certificate or Certificates which certificates, or a non-certificated share or non-certificated shares, that immediately prior to the Effective Time represented outstanding shares of Cornerstone Company Common Stock (other than to holders of Cornerstone Common Stock who previously surrendered with their Forms of Election their Certificates for Cornerstone Common Stockthe “Certificates” or “Book-Entry Shares”, respectively) or Cornerstone 7% Preferred Stock Certificate whose shares which were converted into the right to receive the Merger Consideration pursuant to Section 1.102.01(c), (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates or Book-Entry Shares, as applicable, shall pass, only upon delivery of the Certificates or Book-Entry Shares, as applicable, to the Exchange Agent and shall be in a form and have such other provisions as EOP may reasonably specifyPaying Agent) and (ii) instructions for use in effecting the surrender of the Certificates or Book-Entry Shares, as applicable, in exchange for the Merger Consideration. To Upon (A) in the extent not previously surrendered with case of a Form of ElectionCertificate, upon surrender of a such Certificate for cancellation to the Exchange Paying Agent or to such other agent or agents as may be appointed by EOPfor cancellation, together with such letter of transmittal, duly executed, and such other documents as may reasonably be required by the Exchange Paying Agent, or (B) in the case of Book-Entry Shares, receipt of an “agent’s message” by the Paying Agent (or such other evidence, if any, of the transfer as the Paying Agent may reasonably request), the holder of such Certificate or Book-Entry Share, as applicable, shall be entitled to receive in exchange therefor the Merger Consideration into which the shares for each share of Cornerstone Company Common Stock or Cornerstone 7% Preferred Stock, as applicable, theretofore represented by such Certificate shall have been converted or Book-Entry Share, as applicable, pursuant to Section 1.10, together with any dividends or other distributions to which such holder is entitled pursuant to Section 1.15(d) and cash, if any, payable in lieu of fractional shares pursuant to Section 1.15(g2.01(c), to be mailed (or made available for collection by hand if so elected by the surrendering holder) within five business days of receipt thereof, and the Certificate or Book-Entry Share, as applicable, so surrendered shall forthwith be canceled. In the event of a transfer of ownership of shares of Cornerstone Company Common Stock or Cornerstone 7% Preferred Stock which that is not registered in the transfer records of Cornerstonethe Company, payment may be made to a person Person other than the person Person in whose name the Certificate or Book-Entry Share, as applicable, so surrendered is registered registered, if such Certificate or Book-Entry Share, as applicable, shall be properly endorsed or otherwise be in proper form for transfer and the person Person requesting such payment either shall pay any transfer or other taxes Taxes required by reason of such the payment being made to a person Person other than the registered holder of such Certificate or Book-Entry Share, as applicable, or establish to the satisfaction of EOP Parent that such tax or taxes have Tax has been paid or are is not applicable. Until surrendered as contemplated by this Section 1.152.02, each Certificate or Book-Entry Share shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration, without interest, into which the shares of Cornerstone Common Stock or Cornerstone 7% Preferred Stock heretofore represented by such Certificate shall have been converted pursuant to Section 1.10, and any dividends or other distributions to which such holder is entitled pursuant to Section 1.15(d)Consideration in accordance with this Article II. No interest will shall be paid or will accrue on the Merger Consideration cash payable upon the surrender of any Certificate or on any cash payable pursuant to Section 1.15(d) or Section 1.15(g). EOP or the Exchange Agent, as applicable, shall be entitled, in its sole and absolute discretion, to deduct and withhold from the cash or EOP Common Shares, or any combination thereof, that otherwise is payable pursuant to this Agreement to any holder of shares of Cornerstone Common Stock or Cornerstone 7% Preferred Stock such amounts as EOP 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, PROVIDED THAT in determining whether withholding under Section 1445 of the Code is required, EOP shall take into account (and shall request the Exchange Agent to take into account) Section 1445(b)(6) of the Code and Treasury Regulations Section 1.1445Book-2(c)(2). For this purpose, any EOP Common Shares deducted and withheld by EOP shall be valued at the last trading price of the EOP Common Shares on the New York Stock Exchange on the Effective Date of the Merger. To the extent that amounts are so withheld by EOP or the Exchange Agent, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the holder of the shares of Cornerstone Common Stock or Cornerstone 7% Preferred Stock, as applicable, in respect of which such deduction and withholding was made by EOP or the Exchange AgentEntry Share.

Exchange Procedure. As soon as reasonably practicable after the Effective Time, EOP shall use commercially reasonable efforts to ChoiceOne will cause the Exchange Agent to mail to each holder of record of a Certificate or Certificates which immediately prior to the Effective Time represented outstanding shares of Cornerstone CBC Common Stock (other than to holders the Excluded Shares), as of Cornerstone Common Stock who previously surrendered with their Forms the Effective Time, a form of Election their Certificates for Cornerstone Common Stock) or Cornerstone 7% Preferred Stock Certificate whose shares were converted into the right to receive the Merger Consideration pursuant to Section 1.10, (i) a letter of transmittal (which shall will be in customary form and will specify that delivery shall will be effected, and risk of loss and title to the Certificates shall or Book-Entry Shares will pass, only upon proper delivery of the such Certificates or Book-Entry Shares to the Exchange Agent and shall be upon adherence to the procedures set forth in a form and have such other provisions as EOP may reasonably specifythe letter of transmittal) and (ii) instructions for use in effecting the surrender of the Certificates or Book-Entry Shares in exchange for the Merger Consideration, any cash in lieu of fractional shares payable pursuant to Section 2.6 and any dividends or other distributions payable pursuant to Section 2.3. To the extent not previously surrendered with a Form of Election, upon Upon surrender of a Certificate or of Book-Entry Shares for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by EOPAgent, together with such letter of transmittal, duly executedcompleted and validly executed in accordance with the instructions thereto, and such other documents as may reasonably be required by the Exchange Agent, the each holder of such a Certificate shall or of Book-Entry Shares will be entitled to receive in exchange therefor (a) book-entry shares representing the Merger Consideration into which the number of whole shares of Cornerstone ChoiceOne Common Stock or Cornerstone 7% Preferred Stock, as applicable, theretofore represented by such Certificate shall have been converted pursuant to Section 1.10, together with any dividends or other distributions to which such holder is entitled pursuant to Section 1.15(d2.1.2, (b) and cash, if any, payable cash in lieu of any fractional shares payable pursuant to Section 1.15(g), to be mailed (or made available for collection by hand if so elected by the surrendering holder) within five business days of receipt thereof2.6, and the Certificate (c) any dividends or distributions payable pursuant to Section 2.3, and such Certificates and Book-Entry Shares so surrendered shall forthwith will be canceled. In the event of a transfer of ownership of shares of Cornerstone CBC Common Stock or Cornerstone 7% Preferred Stock which that is not registered in the transfer records of CornerstoneCBC, payment of the Merger Consideration may be made to a person Person other than the person Person in whose name the Certificate Certificates or Book-Entry Shares so surrendered is are registered if such Certificate shall be certificates or other documentation are presented and are properly endorsed or otherwise be in proper form for transfer transfer, and the person Person requesting such payment either shall will pay any transfer or other taxes Taxes required by reason of such payment being made to a person other than the registered holder of such Certificate transfer or establish establish, to the reasonable satisfaction of EOP ChoiceOne, that such tax or taxes Taxes have been paid or are not applicable. Until surrendered as contemplated by this Section 1.152.2.2, each Certificate shall and Book-Entry Share will 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 any cash in lieu of fractional shares of Cornerstone Common Stock or Cornerstone 7% Preferred Stock heretofore represented by such Certificate shall have been converted payable pursuant to Section 1.102.6, and any dividends or other distributions to which such holder is entitled pursuant to Section 1.15(d). No interest will be paid or will accrue on the Merger Consideration upon the surrender of any Certificate or on any cash payable pursuant to Section 1.15(d) or Section 1.15(g). EOP or the Exchange Agent, as applicable, shall be entitled, in its sole and absolute discretion, to deduct and withhold from the cash or EOP Common Shares, or any combination thereof, that otherwise is payable pursuant to this Agreement to any holder of shares of Cornerstone Common Stock or Cornerstone 7% Preferred Stock such amounts as EOP 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, PROVIDED THAT in determining whether withholding under Section 1445 of the Code is required, EOP shall take into account (and shall request the Exchange Agent to take into account) Section 1445(b)(6) of the Code and Treasury Regulations Section 1.1445-2(c)(2). For this purpose, any EOP Common Shares deducted and withheld by EOP shall be valued at the last trading price of the EOP Common Shares on the New York Stock Exchange on the Effective Date of the Merger. To the extent that amounts are so withheld by EOP or the Exchange Agent, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the holder of the shares of Cornerstone Common Stock or Cornerstone 7% Preferred Stock, as applicable, in respect of which such deduction and withholding was made by EOP or the Exchange Agent2.3.

Exchange Procedure. As soon as reasonably practicable (a) Promptly after the Effective TimeDate, EOP Parent shall use commercially reasonable efforts to cause the Computershare Trust Company, Inc. ("Exchange Agent Agent") to mail to each holder of record of a Certificate certificate or Certificates certificates which immediately prior to the Effective Time represented outstanding shares of Cornerstone Outstanding Company Common Stock (other than to holders of Cornerstone Common the "Stock who previously surrendered with their Forms of Election their Certificates for Cornerstone Common StockCertificates") or Cornerstone 7% Preferred Stock Certificate whose shares were are being converted into the right to receive the Merger Cash Consideration pursuant to Section 1.102.6 hereof (less any amount held in escrow pursuant to Section 2.6(c) hereof), (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to of the Stock Certificates shall pass, only upon delivery of the Stock Certificates to the Exchange Agent and which shall be in a such form and have such other provisions as EOP Parent may reasonably specify) (the "Letter of Transmittal") and (ii) instructions for use in effecting the surrender of the Stock Certificates in exchange for the Merger ConsiderationCash Consideration (less any amount held in escrow pursuant to Section 2.6(c) hereof). To the extent not previously surrendered with a Form of Election, upon Upon surrender of a Stock Certificate for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by EOPParent, together with such letter of transmittal, transmittal duly executed, and such other documents as may reasonably be required by the Exchange Agent, the holder of such Stock Certificate shall be entitled to receive in exchange therefor the Merger Cash Consideration into which the shares of Cornerstone Common Stock or Cornerstone 7% Preferred Stock, as applicable, theretofore represented by such Certificate shall have been converted (less any amount held in escrow pursuant to Section 1.10, together with any dividends or other distributions 2.6(c) hereof) to which such the holder of Outstanding Company Common Stock is entitled pursuant to Section 1.15(d) and cash, if any, payable in lieu of fractional shares pursuant to Section 1.15(g), to be mailed (or made available for collection by hand if so elected by the surrendering holder) within five business days of receipt thereof, and the 2.6 hereof. The Stock Certificate so surrendered shall forthwith be canceled. In No interest will accrue or be paid to the event of a transfer of ownership of shares of Cornerstone Common Stock or Cornerstone 7% Preferred Stock which is not registered in the transfer records of Cornerstone, 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 either shall pay any transfer or other taxes required by reason of such payment being made to a person other than the registered holder of such Certificate or establish to any Outstanding Company Common Stock. From and after the satisfaction of EOP that such tax or taxes have been paid or are not applicable. Until Effective Date, until surrendered as contemplated by this Section 1.152.8, each Stock Certificate shall be deemed at any time after for all corporate purposes to evidence the Effective Time to represent only amount of the right to receive upon such surrender the Merger Consideration, without interest, Cash Consideration into which the shares of Cornerstone Outstanding Company Common Stock or Cornerstone 7% Preferred Stock heretofore represented by such Stock Certificate have been converted. (b) The Cash Consideration delivered upon the surrender for exchange of shares of Outstanding Company Common Stock in accordance with the terms hereof shall be deemed to have been delivered in full satisfaction of all rights pertaining to such Outstanding Company Common Stock. There shall be no further registration of transfers on the stock transfer books of the Surviving Corporation of Outstanding Company Common Stock which were outstanding immediately prior to the Effective Date. If, after the Effective Date, Stock Certificates are presented to the Surviving Corporation for any reason, they shall be canceled and exchanged as provided in this Section 2.8. (c) In the event that any Stock Certificates evidencing shares of Outstanding Company Common Stock shall have been converted lost, stolen or destroyed, the Exchange Agent shall pay in exchange for such lost, stolen or destroyed Stock Certificates, upon the making of an affidavit of that fact by the holder thereof, such Cash Consideration as may be required pursuant to Section 1.102.6 hereof; provided, however, that Parent may, in its discretion and as a condition precedent to the issuance thereof, require the owner of such lost, stolen or destroyed Stock Certificates to deliver a bond in such sum as it may reasonably direct as indemnity against any dividends claim that may be made against Parent or other distributions the Exchange Agent with respect to which such holder is entitled pursuant the Stock Certificates alleged to have been lost, stolen or destroyed. (d) Notwithstanding anything to the contrary in this Section 1.15(d). No interest will be paid or will accrue on the Merger Consideration upon the surrender 2.8, none of any Certificate or on any cash payable pursuant to Section 1.15(d) or Section 1.15(g). EOP or the Exchange Agent, as applicable, the Surviving Corporation or any party hereto shall be entitled, in its sole and absolute discretion, liable to deduct and withhold from the cash or EOP Common Shares, or any combination thereof, that otherwise is payable pursuant to this Agreement to any a holder of shares of Cornerstone Outstanding Company Common Stock or Cornerstone 7% Preferred Stock such amounts as EOP or the Exchange Agent is required to deduct and withhold with respect to the making of such payment under the Code or under for any provision of state, local or foreign tax law, PROVIDED THAT in determining whether withholding under Section 1445 of the Code is required, EOP shall take into account (and shall request the Exchange Agent to take into account) Section 1445(b)(6) of the Code and Treasury Regulations Section 1.1445-2(c)(2). For this purpose, any EOP Common Shares deducted and withheld by EOP shall be valued at the last trading price of the EOP Common Shares on the New York Stock Exchange on the Effective Date of the Merger. To the extent that amounts are so withheld by EOP or the Exchange Agent, such withheld amounts shall be treated for all purposes of this Agreement as having been amount properly paid to the holder of the shares of Cornerstone Common Stock a public official pursuant to any applicable abandoned property, escheat or Cornerstone 7% Preferred Stock, as applicable, in respect of which such deduction and withholding was made by EOP or the Exchange Agentsimilar law.

Exchange Procedure. (a) Promptly following the Closing Date, Univision will deposit (or cause to be deposited) with Bank of New York (the "Exchange Agent"), for the benefit of the holders of certificates (or other evidence of ownership) representing the shares of HBC Stock issued and outstanding as of the Effective Time (collectively "HBC Certificates"), certificates (or other evidence of ownership) representing the shares of Univision Stock ("Univision Certificates") to be issued in accordance with this ARTICLE I (the "Exchange Fund"). (b) As soon as reasonably practicable after the Effective Time, EOP shall use commercially reasonable efforts to cause the Exchange Agent to will mail to each holder of record of a Certificate or Certificates which HBC Stock immediately prior to before the Effective Time represented outstanding (excluding any shares of Cornerstone Common HBC Stock (other than to holders of Cornerstone Common Stock who previously surrendered with their Forms of Election their Certificates for Cornerstone Common Stock) or Cornerstone 7% Preferred Stock Certificate whose shares were converted into the right to receive the Merger Consideration cancelled pursuant to Section 1.10, 1.8(c)): (i1) a letter of transmittal (the "Letter of Transmittal") (which shall will specify that delivery shall will be effected, and risk of loss and title to the HBC Certificates shall will pass, only upon delivery of the such HBC Certificates to the Exchange Agent and shall will be in a such form and have such other provisions as EOP may reasonably specify) and Univision specifies), and (ii2) instructions for use in effecting the surrender of the HBC Certificates in exchange for the Merger Consideration. To the extent not previously surrendered Consideration with a Form of Election, upon surrender of a Certificate for cancellation respect to the Exchange Agent or shares of HBC Stock formerly represented thereby. (c) If any portion of the Merger Consideration is to such be paid to a Person other agent or agents as may be appointed by EOP, together with such letter of transmittal, duly executed, and such other documents as may reasonably be required by the Exchange Agent, than the holder of such Certificate shall be entitled to receive in exchange therefor the Merger Consideration into which the shares record of Cornerstone Common Stock or Cornerstone 7% Preferred HBC Stock, as applicable, theretofore represented by it will be a condition to such Certificate shall have been converted pursuant to Section 1.10, together with any dividends or other distributions to which such holder is entitled pursuant to Section 1.15(dpayment that the HBC Certificate(s) and cash, if any, payable in lieu of fractional shares pursuant to Section 1.15(g), to be mailed (or made available for collection by hand if so elected by the surrendering holder) within five business days of receipt thereof, and the Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of shares of Cornerstone Common Stock or Cornerstone 7% Preferred Stock which is not registered in the transfer records of Cornerstone, payment may be made to a person other than the person in whose name the Certificate so surrendered is registered if such Certificate shall will be properly endorsed or otherwise be in proper form for transfer (with the signature or signatures thereof guaranteed to the extent required by the Letter of Transmittal) and that the person Person requesting such payment either shall will pay to the Exchange Agent any transfer or other taxes required by reason as a result of such payment being made to a person other than the registered holder of such Certificate HBC Certificate(s) or establish to the satisfaction of EOP the Exchange Agent that such tax or taxes have has been paid or are is not applicablepayable. (d) Upon surrender of an HBC Certificate for cancellation to the Exchange Agent, together with the Letter of Transmittal, duly executed, and such other documents as Univision or the Exchange Agent reasonably request, the holder of such HBC Certificate will be entitled to receive as promptly as practicable in exchange therefor a Univision Certificate representing that number of shares of Univision Stock, if any, which such holder has the right to receive pursuant to this ARTICLE I, and the HBC Certificate so surrendered will be cancelled. Until surrendered as contemplated by this Section 1.151.9, each HBC Certificate shall will 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 Cornerstone Common Stock or Cornerstone 7% Preferred Stock heretofore represented by such Certificate shall have been converted pursuant to Section 1.10, and any dividends or other distributions to which such holder is entitled pursuant to Section 1.15(d). No interest will be paid or will accrue on the Merger Consideration upon the surrender of any Certificate or on any cash payable pursuant to Section 1.15(d) or Section 1.15(g). EOP or the Exchange Agent, as applicable, shall be entitled, in its sole and absolute discretion, to deduct and withhold from the cash or EOP Common Shares, or any combination thereof, that otherwise is payable pursuant to this Agreement to any holder of shares of Cornerstone Common Stock or Cornerstone 7% Preferred Stock such amounts as EOP 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, PROVIDED THAT in determining whether withholding under Section 1445 of the Code is required, EOP shall take into account (and shall request the Exchange Agent to take into account) Section 1445(b)(6) of the Code and Treasury Regulations Section 1.1445-2(c)(2). For this purpose, any EOP Common Shares deducted and withheld by EOP shall be valued at the last trading price of the EOP Common Shares on the New York Stock Exchange on the Effective Date of the Merger. To the extent that amounts are so withheld by EOP or the Exchange Agent, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the holder of the shares of Cornerstone Common HBC Stock or Cornerstone 7% Preferred Stock, as applicable, in respect of which such deduction and withholding was made by EOP or the Exchange Agentformerly represented thereby.

Exchange Procedure. As soon as reasonably practicable after the Effective Time, EOP and in any event no later than five business days thereafter, the Exchange Agent shall, and IOS shall use commercially its reasonable efforts to cause the Exchange Agent to to, mail to each holder of record of a Certificate certificate or Certificates which certificates (the "CERTIFICATES") that immediately prior to the Effective Time represented outstanding shares of Cornerstone Company Common Stock (other than to holders of Cornerstone Common Stock who previously surrendered with their Forms of Election their Certificates for Cornerstone Common Stock) or Cornerstone 7% Preferred Stock Certificate whose shares were converted into the right to receive the Merger Consideration pursuant to Section 1.10, (iSECTION 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 Exchange Agent and shall be in a such form and have such other provisions as EOP IOS may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the Merger Consideration. To the extent not previously surrendered with a Form of Election, upon Upon surrender of a Certificate for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by EOPAgent, together with such letter of transmittal, duly executed, and such other documents as may reasonably be required by the Exchange Agent, the holder of such Certificate shall be entitled to receive in exchange therefor the Merger Consideration (x) a certificate representing that number of whole shares of IOS Class A Common Stock into which the shares of Cornerstone Company Common Stock or Cornerstone 7% Preferred Stock, as applicable, theretofore represented by such Certificate shall have been converted pursuant to Section 1.10, together with SECTION 2.01,(y) a check representing the cash in lieu of any dividends or other distributions fractional share of IOS Class A Common Stock to which such holder is entitled pursuant to Section 1.15(dSECTION 2.05 and (z) any dividends and cash, if any, payable in lieu of fractional shares other distributions pursuant to Section 1.15(gSECTION 2.02(c), subject to be mailed (or made available for collection by hand if so elected by the surrendering holder) within five business days of receipt thereofany withholding tax, and the Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of shares of Cornerstone Company Common Stock or Cornerstone 7% Preferred Stock which that is not registered in the transfer records of Cornerstonethe 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 either shall pay any transfer or other taxes required by reason of such the payment being made to a person other than the registered holder of such Certificate or establish to the satisfaction of EOP IOS that such tax or taxes have has been paid or are is not applicable. Until surrendered as contemplated by this Section 1.15SECTION 2.02, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender a certificate evidencing the Merger Consideration, without interest, into which the number of whole shares of Cornerstone IOS Class A Common Stock or Cornerstone 7% Preferred Stock heretofore represented by to which such Certificate shall have been converted holder is entitled pursuant to Section 1.10SECTION 2.01(c), cash in lieu of any fractional shares of IOS Class A Common Stock to which such holder is entitled pursuant to SECTION 2.05 and any dividends or and other distributions to which such holder is entitled pursuant to Section 1.15(dSECTION 2.02(c). No interest will be paid or will accrue on the Merger Consideration upon the surrender of any Certificate or on any cash payable pursuant to Section 1.15(d) or Section 1.15(g). EOP or the Exchange Agent, as applicable, shall be entitled, in its sole and absolute discretion, to deduct and withhold from the cash or EOP Common Shares, or any combination thereof, that otherwise is payable pursuant to this Agreement to any holder of shares of Cornerstone Common Stock or Cornerstone 7% Preferred Stock such amounts as EOP 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, PROVIDED THAT in determining whether withholding under Section 1445 of the Code is required, EOP shall take into account (and shall request the Exchange Agent to take into account) Section 1445(b)(6) of the Code and Treasury Regulations Section 1.1445-2(c)(2). For this purpose, any EOP Common Shares deducted and withheld by EOP shall be valued at the last trading price of the EOP Common Shares on the New York Stock Exchange on the Effective Date of the Merger. To the extent that amounts are so withheld by EOP or the Exchange Agent, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the holder of the shares of Cornerstone Common Stock or Cornerstone 7% Preferred Stock, as applicable, in respect of which such deduction and withholding was made by EOP or the Exchange Agent.

Exchange Procedure. (a) On or immediately prior to the Effective Date, FBC shall deposit in trust with, or otherwise make available to, The Bank of New York, as exchange agent (the “Exchange Agent”), for exchange in accordance with this Agreement, cash sufficient to pay the Aggregate Consolidation Consideration (excluding any Dissenting Shares). (b) As soon as reasonably practicable after the Effective Time, EOP shall use commercially reasonable efforts to cause the Exchange Agent to shall mail to each holder of record of a Certificate or Certificates which immediately prior to the Effective Time represented outstanding shares of Cornerstone Common Bank Stock (other than to holders of Cornerstone Common Stock who previously surrendered with their Forms of Election their Certificates for Cornerstone Common Stock) or Cornerstone 7% Preferred Stock Certificate whose shares were converted into the right to receive the Merger Consideration pursuant to Section 1.10, (i) a letter of transmittal (which shall specify that delivery shall be effected, in substantially the form attached to this Agreement as Exhibit C and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Agent and shall be in a form and have such other provisions as EOP may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates certificates representing Bank Stock in exchange for the Merger Consideration. To Per Share Consideration (the extent not previously surrendered with a Form “Letter of ElectionTransmittal”). (c) Each holder of Bank Stock, upon surrender of a Certificate for cancellation the certificates therefor to the Exchange Agent or to such other agent or agents as may be appointed by EOP, together with such letter of transmittal, duly executed, and such other documents as may reasonably be required by the 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 Merger amount of Per Share Consideration into which the shares of Cornerstone Common Stock or Cornerstone 7% Preferred Stock, as applicable, theretofore represented by such Certificate shall have been converted pursuant to Section 1.10, together with any dividends or other distributions to which such holder is entitled pursuant has the right to Section 1.15(d) and cash, if any, payable in lieu receive hereunder. Each certificate representing shares of fractional shares pursuant to Section 1.15(g), to be mailed (or made available for collection by hand if so elected by the surrendering holder) within five business days of receipt thereof, and the Certificate Bank Stock so surrendered shall forthwith be canceled. In the event of a transfer of ownership of shares of Cornerstone Common Stock or Cornerstone 7% Preferred Stock which is not registered in the transfer records of Cornerstone, 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 either shall pay any transfer or other taxes required by reason of such payment being made to a person other than the registered holder of such Certificate or establish to the satisfaction of EOP that such tax or taxes have been paid or are not applicablecancelled. Until surrendered as contemplated by this Section 1.15so surrendered, each Certificate shall certificate representing Bank Stock will be deemed at any time for all corporate purposes after the Effective Time to represent only and evidence solely the right to receive upon such surrender the Merger Consideration, without interest, into which the shares of Cornerstone Common Stock or Cornerstone 7% Preferred Stock heretofore represented by such Certificate shall have been converted pursuant Per Share Consideration to Section 1.10, and any dividends or other distributions to which such holder is entitled pursuant to Section 1.15(d). No interest will be paid or will accrue on the Merger Consideration upon the surrender of any Certificate or on any cash payable pursuant to Section 1.15(d) or Section 1.15(g). EOP or the Exchange Agent, as applicable, shall be entitled, in its sole and absolute discretion, to deduct and withhold from the cash or EOP Common Shares, or any combination thereof, that otherwise is payable therefor pursuant to this Agreement Agreement. Notwithstanding the foregoing, neither the Exchange Agent nor any other party hereto shall be liable to any holder of shares of Cornerstone Common certificates representing Bank Stock for any amount paid to a public official pursuant to any applicable abandoned property, escheat or Cornerstone 7% Preferred Stock such amounts similar law. Except as EOP or the Exchange Agent is required to deduct and withhold by law, no interest shall be payable with respect to the making Per Share Consideration or the cash payable for Dissenting Shares. If any shareholder of such payment under the Code or under any provision of state, local or foreign tax law, PROVIDED THAT in determining whether withholding under Section 1445 record of the Code Bank is requiredunable to locate any certificate evidencing shares of Bank Stock to be surrendered for exchange, EOP the Exchange Agent shall take into account deliver the applicable amount of the Per Share Consideration to the registered shareholder upon receipt of a lost certificate affidavit and an indemnity agreement in a form acceptable to FBC. (and d) FBC shall request use its best efforts to cause the Exchange Agent to take into account) Section 1445(b)(6) deliver the Per Share Consideration within five business days following the receipt by the Exchange Agent of the Code certificates and Treasury Regulations Section 1.1445-2(c)(2). For this purpose, any EOP Common Shares deducted and withheld by EOP shall be valued at the last trading price duly executed Letters of the EOP Common Shares on the New York Stock Exchange on the Effective Date of the Merger. To the extent that amounts are so withheld by EOP or the Exchange Agent, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the holder of the shares of Cornerstone Common Stock or Cornerstone 7% Preferred Stock, as applicable, in respect of which such deduction and withholding was made by EOP or the Exchange AgentTransmittal.

Exchange Procedure. As soon as reasonably practicable after (a) At the Effective TimeClosing and pursuant to the Letter of Transmittal, EOP Parent shall use commercially reasonable efforts deliver to cause the Exchange Agent to mail to Stockholder Representative, on behalf of each holder of record of a Certificate certificate or Certificates certificates which immediately prior to the Effective Time represented outstanding shares of Cornerstone Company Common Stock (other than to holders of Cornerstone Common the "Stock who previously surrendered with their Forms of Election their Certificates for Cornerstone Common StockCertificates") or Cornerstone 7% Preferred Stock Certificate whose shares were are being converted into a ratable portion of the right to receive the Merger Cash Consideration and Stock Consideration pursuant to Section 1.102.6 above, (i) a letter certificates representing the number of transmittal (which shall specify that delivery shall be effected, and risk of loss and title Parent Common Stock due to the Certificates shall pass, only upon each Company Stockholder. Parent's delivery of the Certificates to the Exchange Agent and shall be in a form and have such other provisions as EOP may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the Merger Consideration. To the extent not previously surrendered with a Form of Election, certificates is conditioned upon each Company Stockholder's surrender of a Stock Certificate for cancellation to the Exchange Agent Parent or to such other agent or agents as may be appointed by EOPParent, duly endorsed in blank (or accompanied by duly executed stock powers), together with such letter a Letter of transmittal, Transmittal duly executed, and such other documents as may reasonably be required by the Exchange Agent, the holder of such Certificate shall be entitled to receive in exchange therefor the Merger Consideration into which the shares of Cornerstone Common . The Stock or Cornerstone 7% Preferred Stock, as applicable, theretofore represented by such Certificate shall have been converted pursuant to Section 1.10, together with any dividends or other distributions to which such holder is entitled pursuant to Section 1.15(d) and cash, if any, payable in lieu of fractional shares pursuant to Section 1.15(g), to be mailed (or made available for collection by hand if so elected by the surrendering holder) within five business days of receipt thereof, and the Certificate Certificates so surrendered shall forthwith be canceled. In No interest will accrue or be paid to the event of a transfer of ownership of shares of Cornerstone Common Stock or Cornerstone 7% Preferred Stock which is not registered in the transfer records of Cornerstone, 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 either shall pay any transfer or other taxes required by reason of such payment being made to a person other than the registered holder of such Certificate or establish to any Company Common Stock. From and after the satisfaction of EOP that such tax or taxes have been paid or are not applicable. Until Effective Date, until surrendered as contemplated by this Section 1.152.9, each Stock Certificate shall be deemed for all corporate purposes to evidence the amount of the Cash Consideration and Stock Consideration into which the Company Common Stock represented by such Stock Certificate have been converted. (b) The Cash Consideration and Stock Consideration delivered under Section 2.6 and Section 2.7 in exchange of Company Common Stock in accordance with the terms hereof shall be deemed to have been delivered in full satisfaction of all rights pertaining to such Company Common Stock. There shall be no further registration of transfers on the stock transfer books of the Surviving Corporation of Company Common Stock which were outstanding immediately prior to the Effective Time. If, after the Effective Time, Stock Certificates are presented to the Surviving Corporation for any reason, they shall be canceled and exchanged as provided in this Section 2.9, provided that the presenting holder is listed on the Company's stockholder list as a holder of Company Common Stock. (c) In the event that any Stock Certificates evidencing Company Common Stock shall have been lost, stolen or destroyed, Parent shall pay in exchange for such lost, stolen or destroyed Stock Certificates, upon the making of an affidavit of that fact by the holder thereof, such Cash Consideration and Stock Consideration as required pursuant to Section 2.6 and Section 2.7 above; provided, however, that Parent may, in its discretion and as a condition precedent to the issuance thereof, require the owner of such lost, stolen or destroyed Stock Certificates to deliver a bond in such sum as it may reasonably direct as indemnity against any claim that may be made against Parent with respect to the Stock Certificates alleged to have been lost, stolen or destroyed. (d) Notwithstanding anything to the contrary in this Section 2.9, none of the Surviving Corporation or any party hereto shall be liable to a holder of Company Common Stock for any amount properly paid to a public official pursuant to any applicable abandoned property, escheat or similar law. (e) It is intended by the parties hereto that the Merger shall constitute a reorganization within the meaning of Section 368(a) of the Code. (f) Each of the Parent, Acquisition Co. and the Company will take all such reasonable and lawful acts as may be necessary or desirable in order to effectuate the Merger in accordance with this Agreement as promptly as possible. If, 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 Cornerstone Common Stock or Cornerstone 7% Preferred Stock heretofore represented by such Certificate shall have been converted pursuant to Section 1.10, and any dividends or other distributions to which such holder is entitled pursuant to Section 1.15(d). No interest will be paid or will accrue on the Merger Consideration upon the surrender of any Certificate or on any cash payable pursuant to Section 1.15(d) or Section 1.15(g). EOP or the Exchange Agent, as applicable, shall be entitled, in its sole and absolute discretion, to deduct and withhold from the cash or EOP Common Shares, or any combination thereof, that otherwise is payable pursuant to this Agreement to any holder of shares of Cornerstone Common Stock or Cornerstone 7% Preferred Stock such amounts as EOP 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, PROVIDED THAT in determining whether withholding under Section 1445 of the Code is required, EOP shall take into account (and shall request the Exchange Agent to take into account) Section 1445(b)(6) of the Code and Treasury Regulations Section 1.1445-2(c)(2). For this purposeTime, any EOP Common Shares deducted and withheld by EOP shall be valued at further action is necessary or desirable to carry out the last trading price of the EOP Common Shares on the New York Stock Exchange on the Effective Date of the Merger. To the extent that amounts are so withheld by EOP or the Exchange Agent, such withheld amounts shall be treated for all purposes of this Agreement as having been paid and to vest the holder Surviving Corporation with full right, title and possession to all assets, property, rights, privileges, powers and franchises of the shares Company, the officers and directors of Cornerstone Common Stock the Company and Acquisition Co. are fully authorized in the name of the respective corporations or Cornerstone 7% Preferred Stockotherwise to take, and will take, all such lawful and necessary action so long as applicable, in respect of which such deduction and withholding was made by EOP or the Exchange Agentaction is not inconsistent with this Agreement.

Exchange Procedure. At or prior to the Effective Time, Parent shall deposit with a bank or trust company designated by Parent and reasonably acceptable to Company (the "Exchange Agent") for the benefit of the holders of Company Common Stock outstanding immediately prior to the Effective Time, for exchange in accordance with this Section 2.2, through the Exchange Agent, (i) certificates evidencing the shares of Parent Common Stock issuable pursuant to Section 2.1(c) in exchange for outstanding shares of Company Common Stock and (ii) cash in an aggregate amount sufficient to pay for fractional shares pursuant to Section 2.2(d). Any interest, dividends, or other income earned on the investment of cash or other property deposited by Parent with the Exchange Agent in accordance with this Section 2.2 shall be for the account of and payable to Parent. As soon as reasonably practicable after the Effective Time but in any event no later than 10 days after the Effective Time, EOP Parent shall use commercially reasonable efforts cause to cause the Exchange Agent to mail be mailed to each holder of record of a Certificate certificate or Certificates certificates which immediately prior to the Effective Time represented outstanding shares of Cornerstone Company Common Stock (other than to holders of Cornerstone Common Stock who previously surrendered with their Forms of Election their Certificates for Cornerstone Common Stock) or Cornerstone 7% Preferred Stock Certificate whose shares were converted into the right to receive the Merger Consideration pursuant to Section 1.10"Certificates"), (i) a letter of transmittal (which shall be in customary form and shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Exchange Agent and shall be in a form and have such other provisions as EOP may reasonably specify) Agent), and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the Merger Considerationcertificates representing shares of Parent Common Stock. To the extent not previously surrendered with a Form of Election, upon Upon surrender of a Certificate for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by EOPAgent, together with such letter of transmittal, duly executed, and such other documents as may reasonably be required by the Exchange Agent, the holder of such Certificate shall be entitled to receive in exchange therefor a certificate evidencing that number of whole shares of Parent Common Stock which such holder has the Merger Consideration into which right to receive in respect of the shares of Cornerstone Company Common Stock or Cornerstone 7% Preferred Stock, as applicable, theretofore represented formerly evidenced by such Certificate shall have been converted (after taking into account all shares of Company Common Stock then held of record by such holder), cash in lieu of fractional shares of Parent Common Stock to which such holder is entitled pursuant to Section 1.10, together with 2.2(d) and any dividends or other distributions to which such holder is entitled pursuant to Section 1.15(d) and cash, if any, payable in lieu of fractional shares pursuant to Section 1.15(g2.2(b), to be mailed (or made available for collection by hand if so elected by the surrendering holder) within five business days of receipt thereof, and the Certificate so surrendered shall forthwith be canceledcancelled. In the event of a transfer of ownership of shares of Cornerstone Company Common Stock or Cornerstone 7% Preferred Stock which is not registered in the transfer records of Cornerstonethe Company, payment a certificate representing the proper number of shares of Parent Common Stock may be made issued to a person other than the person in whose name the Certificate so surrendered is registered registered, if such Certificate Certificate, accompanied by all documents required to evidence and effect such transfer, shall be properly endorsed with signature guarantee or otherwise be in proper form for transfer transfer, and the person requesting such payment either shall pay any transfer or other taxes required by reason of such payment being made the issuance of shares of Parent Common Stock to a person other than the registered holder of such Certificate or establish to the satisfaction of EOP Parent that such tax or taxes have has been paid or are is not applicable. Until surrendered as contemplated by this Section 1.152.2, 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, into which the certificate evidencing whole shares of Cornerstone Parent Common Stock, cash in lieu of any fractional shares of Parent Common Stock or Cornerstone 7% Preferred Stock heretofore represented by to which such Certificate shall have been converted holder is entitled pursuant to Section 1.10, 2.2(d) and any dividends or other distributions to which such holder is entitled pursuant to Section 1.15(d2.2(b). No interest will be paid or will accrue on the Merger Consideration upon the surrender of any Certificate or on any cash payable pursuant to Section 1.15(d2.2(b) or Section 1.15(g2.2(d). EOP or the Exchange Agent, as applicable, shall be entitled, in its sole and absolute discretion, to deduct and withhold from the cash or EOP Common Shares, or any combination thereof, that otherwise is payable pursuant to this Agreement to any holder of shares of Cornerstone Common Stock or Cornerstone 7% Preferred Stock such amounts as EOP 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, PROVIDED THAT in determining whether withholding under Section 1445 of the Code is required, EOP shall take into account (and shall request the Exchange Agent to take into account) Section 1445(b)(6) of the Code and Treasury Regulations Section 1.1445-2(c)(2). For this purpose, any EOP Common Shares deducted and withheld by EOP shall be valued at the last trading price of the EOP Common Shares on the New York Stock Exchange on the Effective Date of the Merger. To the extent that amounts are so withheld by EOP or the Exchange Agent, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the holder of the shares of Cornerstone Common Stock or Cornerstone 7% Preferred Stock, as applicable, in respect of which such deduction and withholding was made by EOP or the Exchange Agent.

Exchange Procedure. As soon as reasonably practicable after After the Effective Time, EOP shall use commercially reasonable efforts to cause the Exchange Agent to mail to each holder of record of a Certificate certificate or Certificates which immediately prior to the Effective Time represented outstanding certificates for shares of Cornerstone Common Stock (other than to holders of Cornerstone Common Stock who previously surrendered with their Forms of Election their Certificates for Cornerstone Delphos Common Stock) or Cornerstone 7% Preferred Stock Certificate whose shares were converted into the right to receive the Merger Consideration pursuant to Section 1.10, (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 Exchange Agent and shall be in a form and have such other provisions as EOP may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the Merger Consideration. To the extent not previously surrendered with a Form of Election, upon surrender of a Certificate for cancellation the same duly transmitted to the Fifth Third Trust Department, as Exchange Agent (or to in lieu of surrendering such other agent certificates in the case of lost, stolen, destroyed or agents mislaid certificates, upon execution of such documentation as may be appointed by EOP, together with such letter of transmittal, duly executed, and such other documents as may reasonably be required by the Exchange AgentFifth Third), the holder of such Certificate shall be entitled to receive in exchange therefor a certificate or certificates representing the Merger Consideration number of whole shares of UBI Common Stock into which the such holder's shares of Cornerstone Delphos Common Stock or Cornerstone 7% Preferred Stock, as applicable, theretofore represented by such Certificate shall have been converted by the Merger pursuant to Section 1.10the Merger Consideration, together with plus a cash payment for any dividends or other distributions fraction of a share to which such the holder is entitled pursuant entitled, in lieu of such fraction of a share, equal in amount to: the product resulting from multiplying such fraction by the average of the closing bid and ask price of the UBI Common Stock for a period of twenty consecutive business days ending on the fifth day prior to Section 1.15(dthe Effective Time (the "Applicable Market Value Per Share of UBI Common Stock") plus $5.41 per share in cash. As soon as practicable after the Effective Time, the Exchange Agent will send a notice and cashtransmittal form to each Delphos stockholder of record at the Effective Time advising such stockholder of the effectiveness of the Merger and the procedures for surrendering to the Exchange Agent outstanding certificates formerly evidencing Delphos Common Stock in exchange for new certificates of UBI Common Stock, if any, payable cash in lieu of fractional shares pursuant and $5.41 per share in cash. Until so surrendered, each outstanding certificate that prior to Section 1.15(g), to be mailed (or made available for collection by hand if so elected by the surrendering holder) within five business days of receipt thereof, and the Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of Effective Time represented shares of Cornerstone Delphos Common Stock or Cornerstone 7% Preferred Stock which is not registered in the transfer records of Cornerstone, 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 either shall pay any transfer or other taxes required by reason of such payment being made to a person other than the registered holder of such Certificate or establish to the satisfaction of EOP that such tax or taxes have been paid or are not applicable. Until surrendered as contemplated by this Section 1.15, each Certificate shall be deemed at for all corporate purposes to evidence ownership of the number of full shares of UBI Common Stock into which the same shall have been converted; provided, however, that dividends or distributions otherwise payable with respect to shares of UBI Common Stock into which Delphos Common Stock shall have been so converted shall be paid with respect to such shares only when the certificate or certificates evidencing shares of Delphos Common Stock shall have been so surrendered (or in lieu of surrendering such certificates in the case of lost, stolen, destroyed or mislaid certificates, upon execution of such documentation as may be reasonably required by Exchange Agent) and thereupon any time after the Effective Time to represent only the right to receive upon such surrender the Merger Considerationdividends and distributions shall be paid, without interest, into which the shares of Cornerstone Common Stock or Cornerstone 7% Preferred Stock heretofore represented by such Certificate shall have been converted pursuant to Section 1.10, and any dividends or other distributions to which such holder is entitled pursuant to Section 1.15(d). No interest will be paid or will accrue on the Merger Consideration upon the surrender of any Certificate or on any cash payable pursuant to Section 1.15(d) or Section 1.15(g). EOP or the Exchange Agent, as applicable, shall be entitled, in its sole and absolute discretion, to deduct and withhold from the cash or EOP Common Shares, or any combination thereof, that otherwise is payable pursuant to this Agreement to any holder of shares of Cornerstone Common Stock or Cornerstone 7% Preferred Stock such amounts as EOP 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, PROVIDED THAT in determining whether withholding under Section 1445 of the Code is required, EOP shall take into account (and shall request the Exchange Agent to take into account) Section 1445(b)(6) of the Code and Treasury Regulations Section 1.1445-2(c)(2). For this purpose, any EOP Common Shares deducted and withheld by EOP shall be valued at the last trading price of the EOP Common Shares on the New York Stock Exchange on the Effective Date of the Merger. To the extent that amounts are so withheld by EOP or the Exchange Agent, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the holder entitled thereto subject however to the operation of the shares of Cornerstone Common Stock any applicable escheat or Cornerstone 7% Preferred Stock, as applicable, in respect of which such deduction and withholding was made by EOP or the Exchange Agentsimilar laws relating to unclaimed funds.

Exchange Procedure. As soon as reasonably practicable after the Effective Time, EOP Parent shall use commercially reasonable efforts to cause instruct the Exchange Agent to mail to each holder of record of a Certificate certificate or Certificates certificates which immediately prior to the Effective Time represented outstanding shares of Cornerstone the Company Common Stock (other than to including holders of Cornerstone Common Stock who previously surrendered with their Forms of Election their Certificates for Cornerstone Common Stock) or Cornerstone 7% Preferred Stock Certificate whose shares were converted into record pursuant to purchases made under the right Company Purchase Plan immediately prior to receive the Merger Consideration Effective Time pursuant to Section 1.105.4) (for convenience of reference, the certificates of the Company Common Stock are referred to as the "CERTIFICATES"), (i) a letter of transmittal (which shall be in customary form and shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Exchange Agent and shall be in a form and have such other provisions as EOP may reasonably specifyAgent) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the Merger Considerationcertificates representing shares of Parent Common Stock. To the extent not previously surrendered with a Form of Election, upon Upon surrender of a Certificate for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by EOPAgent, together with such letter of transmittal, duly executed, and such other documents as may reasonably be required by the Exchange Agent, and the holder of such Certificate shall be entitled to receive in exchange therefor a certificate evidencing that number of whole shares of Parent Common Stock which such holder has the Merger Consideration into which right to receive in respect of the shares of Cornerstone the Company Common Stock or Cornerstone 7% Preferred Stock, as applicable, theretofore represented formerly evidenced by such Certificate shall have been converted (after taking into account the provisions of this Agreement and all shares of the Company Common Stock then held of record by such holder, cash in lieu of fractional shares of Parent Common Stock to which such holder is entitled pursuant to Section 1.10, together with 2.2(e) and any dividends or other distributions to which such holder is entitled pursuant to Section 1.15(d) and cash, if any, payable in lieu of fractional shares pursuant to Section 1.15(g2.2(c), to be mailed (or made available for collection by hand if so elected by the surrendering holder) within five business days of receipt thereof, and the Certificate so surrendered shall forthwith be canceledcancelled. In the event of a transfer of ownership of shares of Cornerstone the Company Common Stock or Cornerstone 7% Preferred Stock which is not registered in the transfer records of Cornerstonethe Company, payment a certificate representing the proper number of shares of Parent Common Stock may be made issued to a person other than the person in whose name the Certificate so surrendered is registered registered, if such Certificate Certificate, accompanied by all documents required to evidence and effect such transfer, 7 12 shall be properly endorsed with signature guarantee or otherwise be in proper form for transfer and the person requesting such payment either shall pay any transfer or other taxes required by reason of such payment being made the issuance of shares of Parent Common Stock to a person other than the registered holder of such Certificate or establish to the satisfaction of EOP Parent that such tax or taxes have has been paid or are is not applicable. Until surrendered as contemplated by this Section 1.152.2, 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, into which the certificate evidencing whole shares of Cornerstone Parent Common Stock, cash in lieu of any fractional shares of Parent Common Stock or Cornerstone 7% Preferred Stock heretofore represented by to which such Certificate shall have been converted holder is entitled pursuant to Section 1.10, 2.2(e) and any dividends or other distributions to which such holder is entitled pursuant to Section 1.15(d2.2(c). No interest will be paid or will accrue on the Merger Consideration upon the surrender of any Certificate or on any cash payable pursuant to Section 1.15(d2.2(c) or Section 1.15(g2.2(e). EOP or the Exchange Agent, as applicable, shall be entitled, in its sole and absolute discretion, to deduct and withhold from the cash or EOP Common Shares, or any combination thereof, that otherwise is payable pursuant to this Agreement to any holder of shares of Cornerstone Common Stock or Cornerstone 7% Preferred Stock such amounts as EOP 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, PROVIDED THAT in determining whether withholding under Section 1445 of the Code is required, EOP shall take into account (and shall request the Exchange Agent to take into account) Section 1445(b)(6) of the Code and Treasury Regulations Section 1.1445-2(c)(2). For this purpose, any EOP Common Shares deducted and withheld by EOP shall be valued at the last trading price of the EOP Common Shares on the New York Stock Exchange on the Effective Date of the Merger. To the extent that amounts are so withheld by EOP or the Exchange Agent, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the holder of the shares of Cornerstone Common Stock or Cornerstone 7% Preferred Stock, as applicable, in respect of which such deduction and withholding was made by EOP or the Exchange Agent.

Exchange Procedure. As soon as reasonably practicable after (a) Each Note shall be exchangeable at the Effective Time, EOP shall use commercially reasonable efforts to cause office of the Exchange Agent Agent. (b) In order to mail exercise the exchange right with respect to each any interest in Global Notes, the Holder must complete the appropriate instruction form for exchange pursuant to the Depositary’s book-entry exchange program or otherwise in accordance with Applicable Procedures, furnish appropriate endorsements and transfer documents if required by the Company or the Trustee or Exchange Agent, and pay the funds, if any, required by Section 7.03(c) and any transfer taxes or duties if required pursuant to Section 7.08. However, no service charge will be imposed by the Company, the Trustee or the Registrar for any registration of transfer or exchange of Notes except in compliance with the below provisions governing exercise of exchange rights. In order to exercise the exchange right with respect to any Physical Notes, the Holder of any such Notes to be exchanged, in whole or in part, shall: (i) complete and manually sign the Exchange Notice provided on the back of the Note (the “Exchange Notice”) or facsimile of the Exchange Notice and deliver such notice to an Exchange Agent; (ii) surrender the Note to an Exchange Agent; (iii) if required, furnish appropriate endorsements and transfer documents, (iv) if required pursuant to Section 7.08, pay any transfer taxes or duties; and (v) if required, pay funds equal to interest payable on the next Interest Payment Date to which the Holder is not entitled as required by Section 7.03(c). The date on which the Holder satisfies all of the applicable requirements set forth above is the “Exchange Date.” (c) On the third Business Day immediately following the Exchange Date, the Parent shall issue, and the Company shall deliver, to the exchanging Holder the number of full shares of Common Stock issuable in respect of such exchange in accordance with the provisions of this Article 7. The Company shall execute and the Trustee shall authenticate and deliver to the Holder of the Notes so surrendered, without charge to such Holder, new Notes in authorized denominations in an aggregate Principal Amount equal to the unexchanged portion of the surrendered Notes, if any, which shall equal $200,000 or integral multiple of $1,000 in excess thereof. Each exchange shall be deemed to have been effected as to any such Notes (or portion thereof) on the date on which the requirements set forth above in Section 7.01(b) have been satisfied as to such Notes (or portion thereof) and the Person in whose name any shares of Common Stock shall be issuable upon such exchange shall be deemed to have become, as of the Close of Business on the relevant Exchange Date that such Holder exchanged the Notes, the holder of record of such shares of Common Stock. (d) Upon the exchange of an interest in a Certificate Global Note, the Trustee (or Certificates which immediately other Exchange Agent appointed by the Company) shall make a notation on such Global Note as to the reduction in the Principal Amount represented thereby. The Company shall notify the Trustee in writing of any exchange of Notes effected through any Exchange Agent other than the Trustee. (e) Notwithstanding anything to the contrary in this Section 7.02, Section 3.07(b) shall apply to any shares of Common Stock issued upon exchange of a Note (or a portion thereof). (f) If the Company has designated a Redemption Date as described under Section 5.01, a Holder that complies with the requirements for exchange as described in this Section 7.02 shall be deemed to have delivered a Notice of Tax Redemption Election. If a Holder’s Notes have been called for redemption, whether for an Optional Redemption under Section 5.01(a) or a Tax Redemption under Section 5.01(b), then such Holder may submit such Notes for exchange at any time prior to the Effective Time represented outstanding shares Close of Cornerstone Common Business on the third Business Day immediately preceding the Redemption Date (or, if the Company fails to pay the Redemption Price on the Redemption Date, such later date on which the Company pays the Redemption Price). (g) For so long as the Notes are listed on the Official List of the Luxembourg Stock (other than to holders Exchange and the rules of Cornerstone Common the Luxembourg Stock who previously surrendered Exchange so require, the Company will publish the results of any Exchange Notice in a daily newspaper with their Forms of Election their Certificates for Cornerstone Common Stock) or Cornerstone 7% Preferred Stock Certificate whose shares were converted into the right to receive the Merger Consideration pursuant to Section 1.10, (i) a letter of transmittal general circulation in Luxembourg (which shall specify that delivery shall is expected to be effectedthe Luxemburger Wort) or, and risk of loss and title to the Certificates shall passextent and in the manner permitted by such rules, only upon delivery post such Exchange Notice on the official website of the Certificates to the Exchange Agent and shall be in a form and have such other provisions as EOP may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the Merger Consideration. To the extent not previously surrendered with a Form of Election, upon surrender of a Certificate for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by EOP, together with such letter of transmittal, duly executed, and such other documents as may reasonably be required by the Exchange Agent, the holder of such Certificate shall be entitled to receive in exchange therefor the Merger Consideration into which the shares of Cornerstone Common Stock or Cornerstone 7% Preferred Stock, as applicable, theretofore represented by such Certificate shall have been converted pursuant to Section 1.10, together with any dividends or other distributions to which such holder is entitled pursuant to Section 1.15(d) and cash, if any, payable in lieu of fractional shares pursuant to Section 1.15(g), to be mailed (or made available for collection by hand if so elected by the surrendering holder) within five business days of receipt thereof, and the Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of shares of Cornerstone Common Stock or Cornerstone 7% Preferred Stock which is not registered in the transfer records of Cornerstone, 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 either shall pay any transfer or other taxes required by reason of such payment being made to a person other than the registered holder of such Certificate or establish to the satisfaction of EOP that such tax or taxes have been paid or are not applicable. Until surrendered as contemplated by this Section 1.15, 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 Cornerstone Common Stock or Cornerstone 7% Preferred Stock heretofore represented by such Certificate shall have been converted pursuant to Section 1.10, and any dividends or other distributions to which such holder is entitled pursuant to Section 1.15(d). No interest will be paid or will accrue on the Merger Consideration upon the surrender of any Certificate or on any cash payable pursuant to Section 1.15(d) or Section 1.15(g). EOP or the Exchange Agent, as applicable, shall be entitled, in its sole and absolute discretion, to deduct and withhold from the cash or EOP Common Shares, or any combination thereof, that otherwise is payable pursuant to this Agreement to any holder of shares of Cornerstone Common Stock or Cornerstone 7% Preferred Stock such amounts as EOP 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, PROVIDED THAT in determining whether withholding under Section 1445 of the Code is required, EOP shall take into account (and shall request the Exchange Agent to take into account) Section 1445(b)(6) of the Code and Treasury Regulations Section 1.1445-2(c)(2). For this purpose, any EOP Common Shares deducted and withheld by EOP shall be valued at the last trading price of the EOP Common Shares on the New York Luxembourg Stock Exchange on the Effective Date of the Merger. To the extent that amounts are so withheld by EOP or the Exchange Agent, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the holder of the shares of Cornerstone Common Stock or Cornerstone 7% Preferred Stock, as applicable, in respect of which such deduction and withholding was made by EOP or the Exchange Agentat ▇▇▇.▇▇▇▇▇▇.▇▇.

Exchange Procedure. As soon as reasonably practicable after (a) Prior to the Effective Time, EOP SPC shall use commercially reasonable efforts appoint an agent reasonably acceptable to cause Acquiror (the “Paying Agent”) for the purpose of exchanging the SPC Certificates for a share of the Closing Merger Payment, the interests in the Principal Stockholder LLCs, if applicable, and a pro rata share of the Escrow Payments and the Reserve Amount Rights, payable or distributable with respect to such shares pursuant to Section 2.10(a), (collectively, the “Exchange Agent Merger Consideration”). Prior to or at Closing, Acquiror shall (i) deliver to the account of the Paying Agent, by wire transfer of immediately available funds, the Closing Merger Payment, for the benefit of the holders of the SPC Certificates (excluding SPC Dissenting Holders) and (ii) assign to each Principal Stockholder LLC the membership interests in the related Principal Stockholder LLCs, such assignments to be effective as of the Effective Time. (b) Promptly on or before the Effective Time, the Paying Agent, as instructed by SPC, or SPC shall mail to each holder of record of a Certificate or Certificates which immediately prior to the Effective Time represented outstanding SPC Stockholder (excluding any shares of Cornerstone Common SPC Stock (other than to holders of Cornerstone Common Stock who previously surrendered with their Forms of Election their Certificates for Cornerstone Common Stock) or Cornerstone 7% Preferred Stock Certificate whose shares were converted into the right to receive the Merger Consideration cancelled pursuant to Section 1.10, 2.10(d): (i1) a letter of transmittal (the “Letter of Transmittal”) (which shall will specify that delivery shall will be effected, and risk of loss and title to the SPC Certificates shall will pass, only upon delivery of the such SPC Certificates to the Exchange Paying Agent and shall will be in a such form as SPC and have such other provisions as EOP may reasonably specify) and Acquiror agree prior to Closing), and (ii2) instructions for use in effecting the surrender of the SPC Certificates in exchange for a share of the Exchange Merger Consideration. To the extent not previously surrendered Consideration with a Form of Election, upon surrender of a Certificate for cancellation respect to the Exchange Agent or to such other agent or agents as may be appointed by EOP, together with such letter shares of transmittal, duly executed, and such other documents as may reasonably be required by SPC Stock formerly represented thereby. (c) If any portion of the Exchange Agent, Merger Consideration is to be paid to a Person other than the holder of such Certificate shall be entitled to receive in exchange therefor the Merger Consideration into which the shares record of Cornerstone Common Stock or Cornerstone 7% Preferred SPC Stock, as applicable, theretofore represented by it will be a condition to such Certificate shall have been converted pursuant to Section 1.10, together with any dividends or other distributions to which such holder is entitled pursuant to Section 1.15(dpayment that the SPC Certificate(s) and cash, if any, payable in lieu of fractional shares pursuant to Section 1.15(g), to be mailed (or made available for collection by hand if so elected by the surrendering holder) within five business days of receipt thereof, and the Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of shares of Cornerstone Common Stock or Cornerstone 7% Preferred Stock which is not registered in the transfer records of Cornerstone, payment may be made to a person other than the person in whose name the Certificate so surrendered is registered if such Certificate shall will be properly endorsed or otherwise be in proper form for transfer (with the signature or signatures thereof guaranteed to the extent required by the Letter of Transmittal) and that the person Person requesting such payment either shall will pay to the Paying Agent any transfer or other taxes required by reason as a result of such payment being made to a person Person other than the registered holder of such Certificate SPC Certificate(s) or establish to the satisfaction of EOP the Paying Agent that such tax or taxes have has been paid or are is not payable. (d) Upon surrender of a SPC Certificate for cancellation to the Paying Agent, together with the Letter of Transmittal, duly executed, and such other documents as Acquiror or the Paying Agent reasonably requests, the holder of such SPC Certificate will be entitled to receive promptly in exchange therefor his share of the Closing Merger Payment, the membership interests in the Principal Stockholder LLCs, if applicable, and when and as paid his pro rata share of the Escrow Payments, and the SPC Certificate so surrendered will be cancelled. Until surrendered as contemplated by this Section 1.152.11, each SPC Certificate shall will be deemed at any time after the Effective Time to represent only the right to receive upon such surrender a share of the Exchange Merger Consideration, without interest, into which Consideration with respect to the shares of Cornerstone Common SPC Stock formerly represented thereby. (e) At or Cornerstone 7% Preferred after the Effective Time, there will be no transfers on the stock transfer books of Surviving Corporation of the shares of SPC Stock heretofore represented by such Certificate shall have been converted that were outstanding immediately before the Effective Time. If, after the Effective Time, SPC Certificates are presented to the Surviving Corporation, they will be cancelled and exchanged in accordance with the procedures set forth in this Article II. (f) Any portion of the Closing Merger Payment delivered to the Paying Agent pursuant to this Section 1.102.11 that remains unclaimed by the former holders of SPC Stock eighteen (18) months after the Effective Time shall be returned to Acquiror, upon demand, and any dividends or other distributions to which such holder is entitled pursuant who has not exchanged his SPC Certificates for the Exchange Merger Consideration in accordance with this Section 2.11 prior to Section 1.15(d). No that time shall thereafter look only to Acquiror for payment of such consideration without any interest thereon. (g) None of Acquiror, SPC, the Surviving Corporation, the Paying Agent or any other Person will be paid or will accrue on the Merger Consideration upon the surrender of any Certificate or on any cash payable pursuant to Section 1.15(d) or Section 1.15(g). EOP or the Exchange Agent, as applicable, shall be entitled, in its sole and absolute discretion, to deduct and withhold from the cash or EOP Common Shares, or any combination thereof, that otherwise is payable pursuant to this Agreement liable to any former holder of shares of Cornerstone Common SPC Stock for any amount properly delivered to a public official pursuant to applicable abandoned property, escheat or Cornerstone 7% Preferred Stock similar laws. (h) If any SPC Certificate is lost, stolen, or destroyed, upon the making of an affidavit of that fact by the Person claiming such amounts SPC Certificate to be lost, stolen, or destroyed and, if required by Acquiror, the posting by such Person of a bond in such reasonable amount as EOP or the Exchange Agent is required to deduct and withhold Acquiror may direct as indemnity against any claim that may be made against it with respect to such SPC Certificate, the making of Paying Agent will deliver in exchange for such payment under the Code lost, stolen or under any provision of state, local or foreign tax law, PROVIDED THAT in determining whether withholding under Section 1445 destroyed SPC Certificate a share of the Code is required, EOP shall take into account (and shall request the Exchange Agent to take into account) Section 1445(b)(6) of the Code and Treasury Regulations Section 1.1445-2(c)(2). For this purpose, any EOP Common Shares deducted and withheld by EOP shall be valued at the last trading price of the EOP Common Shares on the New York Stock Exchange on the Effective Date of the Merger. To the extent that amounts are so withheld by EOP or the Exchange Agent, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the holder of the shares of Cornerstone Common Stock or Cornerstone 7% Preferred StockMerger Consideration, as applicableprovided in this Section 2.11, deliverable in respect of which such deduction and withholding was made by EOP or the Exchange Agentthereof pursuant to this Agreement.

Exchange Procedure. (i) As soon as reasonably practicable after the Prime/Horizon Merger Effective Time, EOP shall use commercially reasonable efforts to cause the Exchange Agent to shall mail to each holder of record of a Certificate certificate or Certificates certificates which immediately prior to the Prime/Horizon Merger Effective Time represented outstanding shares of Cornerstone Sky Merger Common Stock Shares (other than to holders of Cornerstone Common Stock who previously surrendered with their Forms of Election their Certificates for Cornerstone Common Stockthe "Certificates") or Cornerstone 7% Preferred Stock Certificate whose shares were converted into the right to receive the Prime/Horizon Merger Consideration pursuant to Section 1.10, 1.11 (id) 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 Exchange Agent and shall be in a form and have such other provisions as EOP the Surviving Company may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the Prime/Horizon Merger Consideration. To the extent not previously surrendered with a Form of Election, upon Upon surrender of a Certificate for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by EOPthe Surviving Company, together with such letter of transmittal, duly executed, and such other documents as may reasonably be required by the Exchange Agent, the holder of such Certificate shall be entitled to receive in exchange therefor the Prime/Horizon Merger Consideration into which the shares of Cornerstone Sky Merger Common Stock or Cornerstone 7% Preferred Stock, as applicable, Shares theretofore represented by such Certificate shall have been converted pursuant to Section 1.101.11, together with as well as any dividends or other distributions to which such holder is entitled pursuant to Section 1.15(d) and cash, if any, payable in lieu of fractional shares pursuant to Section 1.15(g1.14(d), to be mailed (or made available for collection by hand if so elected by the surrendering holder) within five business days of receipt thereof, and the Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of shares of Cornerstone Sky Merger Common Stock or Cornerstone 7% Preferred Stock Shares which is not registered in the transfer records of CornerstoneSky Merger, 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 either shall pay any transfer or other taxes required by reason of such payment being made to a person other than the registered holder of such Certificate or establish to the satisfaction of EOP the Surviving Company that such tax or taxes have been paid or are not applicable. Until surrendered as contemplated by this Section 1.151.14, each Certificate shall be deemed at any time after the Prime/Horizon Merger Effective Time to represent only the right to receive upon such surrender the Prime/Horizon Merger Consideration, without interest, into which the shares of Cornerstone Sky Merger Common Stock or Cornerstone 7% Preferred Stock heretofore Shares theretofore represented by such Certificate shall have been converted pursuant to Section 1.101.11, and any dividends or other distributions to which such holder is entitled pursuant to Section 1.15(d1.14(d). No interest will be paid or will accrue on the Prime/Horizon Merger Consideration upon the surrender of any Certificate or on any cash payable pursuant to Section 1.15(d1.14(d) or Section 1.15(g1.14(g). (ii) Contemporaneous with or as soon as reasonably practicable after the Partnership Merger Effective Time, Prime Partnership shall mail or otherwise make available to each holder of record of Newco OP Units whose interest in Newco LP was converted into the right to receive the Partnership Merger Consideration a letter of transmittal with instructions for execution and delivery of the Amended and Restated Prime Partnership Agreement which shall specify that delivery of the Partnership Merger Consideration shall be effected only upon execution and delivery of the Amended and Restated Prime Partnership Agreement and such other documentation as Prime Partnership may reasonably specify as necessary in connection with the consummation of the transactions contemplated hereby. Upon execution and delivery of the Amended and Restated Prime Partnership Agreement and such other documentation as is reasonably specified by Prime Partnership in connection with the consummation of the transactions contemplated hereby, each holder of Newco OP Units shall be entitled to receive from Prime Partnership a copy of the Amended and Restated Prime Partnership Agreement, duly amended to reflect the Partnership Merger Consideration to be received by such holder pursuant to Section 1.11, as well as any dividends or distributions to which such holder is entitled pursuant to Section 1.14(d). EOP or Only holders of record on the Exchange Agent, as applicable, books and records of Newco LP shall be entitled, entitled to the Partnership Merger Consideration and to become a limited partner in its sole and absolute discretion, to deduct and withhold from the cash or EOP Common Shares, or any combination thereof, that otherwise is payable Prime Partnership pursuant to this Agreement. Until the execution and delivery of the Amended and Restated Prime Partnership Agreement to any by a holder of shares of Cornerstone Common Stock or Cornerstone 7% Preferred Stock Newco OP Units, and the other documentation reasonably specified by Prime, such amounts as EOP 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, PROVIDED THAT in determining whether withholding under Section 1445 of the Code is required, EOP shall take into account (and shall request the Exchange Agent to take into account) Section 1445(b)(6) of the Code and Treasury Regulations Section 1.1445-2(c)(2). For this purpose, any EOP Common Shares deducted and withheld by EOP Newco OP Units shall be valued deemed at any time after the last trading price of Partnership Merger Effective Time to represent only the EOP Common Shares on rights to receive the New York Stock Exchange on the Effective Date of the Merger. Partnership Merger Consideration into which such Newco OP Units shall have been converted pursuant to Section 1.11 hereof, without interest, and any dividends or other distributions to which such holder is entitled pursuant to Section 1.14(d), without interest. (iii) To the extent that amounts are so withheld permitted by EOP law, (A) Horizon may transmit the form of election to receive the Partnership Merger Consideration in cash and Prime Common Units or the Exchange Agent, such withheld amounts shall be treated for all purposes of this Agreement as having been paid in Prime Preferred Units and Prime Common Units to the holder holders of Horizon Units concurrently with the delivery of the shares Proxy Statement (as defined in Section 5.1 (a)), and (B) the period within which the holders of Cornerstone Common Stock or Cornerstone 7% Preferred Stock, as applicable, in respect of which Newco OP Units may deliver such deduction and withholding was made by EOP or election shall terminate three (3) business days after the Exchange AgentClosing.

Exchange Procedure. (i) As soon as reasonably practicable after the Prime/Horizon Merger Effective Time, EOP shall use commercially reasonable efforts to cause the Exchange Agent to shall mail to each holder of record of a Certificate certificate or Certificates certificates which immediately prior to the Prime/Horizon Merger Effective Time represented outstanding shares of Cornerstone Sky Merger Common Stock Shares (other than to holders of Cornerstone Common Stock who previously surrendered with their Forms of Election their Certificates for Cornerstone Common Stockthe "Certificates") or Cornerstone 7% Preferred Stock Certificate whose shares were converted into the right to receive the Prime/Horizon Merger Consideration pursuant to Section 1.10, 1.11 (id) 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 Exchange Agent and shall be in a form and have such other provisions as EOP the Surviving Company may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the Prime/Horizon Merger Consideration. To the extent not previously surrendered with a Form of Election, upon Upon surrender of a Certificate for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by EOPthe Surviving Company, together with such letter of transmittal, duly executed, and such other documents as may reasonably be required by the Exchange Agent, the holder of such Certificate shall be entitled to receive in exchange therefor the Prime/Horizon Merger Consideration into which the shares of Cornerstone Sky Merger Common Stock or Cornerstone 7% Preferred Stock, as applicable, Shares theretofore represented by such Certificate shall have been converted pursuant to Section 1.101.11, together with as well as any dividends or other distributions to which such holder is entitled pursuant to Section 1.15(d) and cash, if any, payable in lieu of fractional shares pursuant to Section 1.15(g1.14(d), to be mailed (or made available for collection by hand if so elected by the surrendering holder) within five business days of receipt thereof, and the Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of shares of Cornerstone Sky Merger Common Stock or Cornerstone 7% Preferred Stock Shares which is not registered in the transfer records of CornerstoneSky Merger, 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 either shall pay any transfer or other taxes required by reason of such payment being made to a person other than the registered holder of such Certificate or establish to the satisfaction of EOP the Surviving Company that such tax or taxes have been paid or are not applicable. Until surrendered as contemplated by this Section 1.151.14, each Certificate shall be deemed at any time after the Prime/Horizon Merger Effective Time to represent only the right to receive upon such surrender the Prime/Horizon Merger Consideration, without interest, into which the shares of Cornerstone Sky Merger Common Stock or Cornerstone 7% Preferred Stock heretofore Shares theretofore represented by such Certificate shall have been converted pursuant to Section 1.101.11, and any dividends or other distributions to which such holder is entitled pursuant to Section 1.15(d1.14(d). No interest will be paid or will accrue on the Prime/Horizon Merger Consideration upon the surrender of any Certificate or on any cash payable pursuant to Section 1.15(d1.14(d) or Section 1.15(g1.14(g). (ii) Contemporaneous with or as soon as reasonably practicable after the Partnership Merger Effective Time, Prime Partnership shall mail or otherwise make available to each holder of record of Horizon OP Units whose interest in Horizon Partnership was converted into the right to receive the Partnership Merger Consideration a letter of transmittal with instructions for execution and delivery of the Amended and Restated Prime Partnership Agreement which shall specify that delivery of the Partnership Merger Consideration shall be effected only upon execution and delivery of the Amended and Restated Prime Partnership Agreement and such other documentation as Prime Partnership may reasonably specify as necessary in connection with the consummation of the transactions contemplated hereby. Upon execution and delivery of the Amended and Restated Prime Partnership Agreement and such other documentation as is reasonably specified by Prime Partnership in connection with the consummation of the transactions contemplated hereby, each holder of Horizon OP Units shall be entitled to receive from Prime Partnership a copy of the Amended and Restated Prime Partnership Agreement, duly amended to reflect the Partnership Merger Consideration to be received by such holder pursuant to Section 1.11, as well as any dividends or distributions to which such holder is entitled pursuant to Section 1.14(d). EOP or Only holders of record on the Exchange Agent, as applicable, books and records of Horizon Partnership shall be entitled, entitled to the Partnership Merger Consideration and to become a limited partner in its sole and absolute discretion, to deduct and withhold from the cash or EOP Common Shares, or any combination thereof, that otherwise is payable Prime Partnership pursuant to this Agreement. Until the execution and delivery of the Amended and Restated Prime Partnership Agreement to any by a holder of shares of Cornerstone Common Stock or Cornerstone 7% Preferred Stock Horizon OP Units, and the other documentation reasonably specified by Prime, such amounts as EOP 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, PROVIDED THAT in determining whether withholding under Section 1445 of the Code is required, EOP shall take into account (and shall request the Exchange Agent to take into account) Section 1445(b)(6) of the Code and Treasury Regulations Section 1.1445-2(c)(2). For this purpose, any EOP Common Shares deducted and withheld by EOP Horizon OP Units shall be valued deemed at any time after the last trading price of Partnership Merger Effective Time to represent only the EOP Common Shares on rights to receive the New York Stock Exchange on the Effective Date of the Merger. To the extent that amounts are so withheld by EOP or the Exchange Agent, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the holder of the shares of Cornerstone Common Stock or Cornerstone 7% Preferred Stock, as applicable, in respect of Partnership Merger Consideration into which such deduction Horizon OP Units shall have been converted pursuant to Section 1.11 hereof, without interest, and withholding was made by EOP any dividends or the Exchange Agentother distributions to which such holder is entitled pursuant to Section 1.14(d), without interest.

Exchange Procedure. As soon as reasonably practicable after the Effective Time, EOP shall use commercially reasonable efforts to cause the Exchange Agent to mail to each holder of record of a Certificate or Certificates which immediately (a) At least 90 days prior to the Effective Time represented outstanding shares consummation of Cornerstone Common Stock a Qualified IPO, the Issuers will send a written notice to each Note Holder (other a “Qualified IPO Notice”) advising that a Qualified IPO is contemplated. The Qualified IPO Notice shall contain such instructions and materials as may be appropriate in order to enable the Note Holders to exchange their Notes pursuant to the Optional Exchange. The Qualified IPO Notice shall state: (i) that the Optional Exchange is being made pursuant to this Section 5.2 and that all Notes (or any portion thereof) properly exchanged by such Note Holder on or prior to the IPO Closing Date will be accepted for exchange; (ii) the estimated IPO Unit Price, which shall be based on facts and circumstances available at such time (and which shall be made without any representation or warranty as to the accuracy thereof but shall be estimated in good faith), a calculation showing the estimated exchange rate in accordance with Section 5.1 and the exchange date, which shall be the closing date of the Qualified IPO but shall be no less than to holders 90 days and no more than 210 days following the Qualified IPO Notice (the “IPO Closing Date”); (iii) that the Note Holders must deliver an Exchange Election no later than 30 days after receipt of Cornerstone Common Stock who previously surrendered with their Forms of the Qualified IPO Notice and that the Exchange Election their Certificates for Cornerstone Common Stockshall be irrevocable; provided that in the event that (x) or Cornerstone 7% Preferred Stock Certificate whose shares were converted into the right to receive the Merger Consideration Issuers do not timely deliver a Qualified IPO Confirmatory Notice pursuant to Section 1.105.2(c) or (y) the IPO Closing Date does not occur on or prior to the 210th day after the date of the Qualified IPO Notice, (i) any Note Holder who previously submitted an Exchange Election may at any time, at its option, send a letter of transmittal (written notice to the Issuer revoking such Note Holder’s previous Exchange Election, at which shall specify that delivery point such Note Holder shall be effected, and risk of loss and title deemed not to the Certificates shall pass, only upon delivery of the Certificates have made an Exchange Election with respect to the Exchange Agent such Note Holder’s Notes and shall be in a form entitled all accrued interest during the period the Notes were tendered for exchange; (iv) that Note Holders electing to have their Notes exchanged shall be required to surrender such Notes to the Issuer for exchange at least one Business Day prior to the IPO Closing Date and have any Notes which are not so tendered will continue to accrue interest; and (v) that all Notes tendered or exchanged shall continue to accrue interest through and including the IPO Closing Date and all Notes accepted for exchange shall cease to accrue interest upon exchange of such other provisions as EOP may reasonably specifyNotes. (b) and (ii) instructions for use in effecting the surrender Within 30 days of the Certificates date of issuance of such Qualified IPO Notice, each Note Holder wishing to participate in the Optional Exchange in respect of its Notes is required to return to the Issuer of such Notes an irrevocable written notice of election for exchange for (an “Exchange Election”) in respect of all or a portion of such Notes; provided that in the Merger Consideration. To event that (x) the extent Issuers do not timely deliver a Qualified IPO Confirmatory Notice pursuant to Section 5.2(c) or (y) the IPO Closing Date does not occur on or prior to the 210th day after the date of the Qualified IPO Notice, any Note Holder who previously surrendered with submitted an Exchange Election may at any time, at its option, send a Form of written notice to the Issuer revoking such Note Holder’s previous Exchange Election, upon surrender of a Certificate for cancellation at which point such Note Holder shall be deemed not to the have made an Exchange Agent or Election with respect to such other agent or agents as may be appointed by EOP, together with such letter of transmittal, duly executed, Note Holder’s Notes and such other documents as may reasonably be required by the Exchange Agent, the holder of such Certificate shall be entitled to receive in exchange therefor all accrued interest during the Merger Consideration into which period the shares of Cornerstone Common Stock or Cornerstone 7% Preferred Stock, as applicable, theretofore represented by such Certificate shall have been converted pursuant to Section 1.10, together with any dividends or other distributions to which such holder is entitled pursuant to Section 1.15(d) and cash, if any, payable in lieu of fractional shares pursuant to Section 1.15(g), to be mailed (or made available Notes were tendered for collection by hand if so elected by the surrendering holder) within five business days of receipt thereof, and the Certificate so surrendered shall forthwith be canceledexchange. In the event (i) the IPO Closing Date does not occur on or prior to the 210th day after the date of the Qualified IPO Notice or (ii) the Qualified IPO Confirmatory Notice is not timely given, an Issuer may complete the exchange of Notes as to which Exchange Elections were previously made pursuant to this Section 5 only with the prior written consent of the Required Holders. (c) At least 5 business days but not more than 10 business days prior to the expected pricing of the offering, in the case of a transfer Qualified IPO described in clauses (a) or (b) of ownership the definition thereof, or the expected consummation of shares the applicable transaction or series of Cornerstone Common Stock or Cornerstone 7% Preferred Stock which is not registered transactions, in the transfer records case of Cornerstonea Qualified IPO described in clause (c) of the definition thereof, payment may be made to a person other than the person in whose name the Certificate so surrendered is registered if such Certificate Issuers shall be properly endorsed or otherwise be in proper form for transfer and the person requesting such payment either shall pay any transfer or other taxes required by reason of such payment being made to a person other than the registered holder of such Certificate or establish deliver to the satisfaction Note Holders, a certificate (a “Qualified IPO Confirmatory Notice”) confirming such Issuer’s reasonable belief in good faith, based on facts and circumstances then existing, that the contemplated offering, transaction or series of EOP that such tax transactions, as the case may be, will constitute a Qualified IPO pursuant to the applicable value or taxes have been paid ownership threshold provided in clause (a), (b) or are not applicable(c), as the case may be, of the definition thereof. (d) All Notes tendered for exchange shall continue to accrue interest through and including the IPO Closing Date until exchanged. Until surrendered as contemplated by this Section 1.15, each Certificate shall be deemed at any time after Upon an exchange of the Effective Time to represent only the right to receive upon such surrender the Merger Consideration, without interest, into which the shares of Cornerstone Common Stock or Cornerstone 7% Preferred Stock heretofore represented by such Certificate shall have been converted Notes for Exchange Securities pursuant to Section 1.105.1, each Note Holder shall surrender the Notes, duly endorsed, at the office of the Issuer and any dividends or other distributions the Issuer shall, subject to Section 5.3, take such actions necessary to authorize and effect the issuance to such Note Holders of those Exchange Securities to which such holder is Note Holders shall thereupon be entitled pursuant upon exchange. Each Note Holder agrees to Section 1.15(d). No interest will execute and deliver such documentation as may be paid or will accrue on the Merger Consideration upon the surrender of any Certificate or on any cash payable pursuant to Section 1.15(d) or Section 1.15(g). EOP or the Exchange Agent, as applicable, shall be entitled, in its sole and absolute discretion, to deduct and withhold from the cash or EOP Common Shares, or any combination thereof, that otherwise is payable pursuant to this Agreement to any holder of shares of Cornerstone Common Stock or Cornerstone 7% Preferred Stock such amounts as EOP or the Exchange Agent is reasonably required to deduct and withhold with respect effect the exchange of Notes as to the making of such payment under the Code or under any provision of state, local or foreign tax law, PROVIDED THAT in determining whether withholding under Section 1445 of the Code is required, EOP shall take into account which an Exchange Election has been made. (and shall request the Exchange Agent to take into accounte) Section 1445(b)(6) of the Code and Treasury Regulations Section 1.1445-2(c)(2). For this purpose, any EOP Common Shares deducted and withheld by EOP shall be valued at the last trading price of the EOP Common Shares on the New York Stock Exchange on the Effective Date of the Merger. To the extent that amounts are so withheld by EOP a Note Holder exercises its rights to undertake the Optional Exchange, the Note Holder (or its designee) shall receive the Exchange Agent, such withheld amounts Securities on the IPO Closing Date. Any fractional Exchanged Securities which the Note Holder (or its designee) is entitled to shall be treated for all purposes of this Agreement as having been paid to the holder of the shares of Cornerstone Common Stock or Cornerstone 7% Preferred Stock, as applicable, settled in respect of which such deduction and withholding was made by EOP or the Exchange Agentcash.

Exchange Procedure. As soon as reasonably practicable If Power Mount has elected to have an assay exchange for a particular Lot, the Parties shall exchange the results of their respective completed assays by registered mail on an agreed upon date which shall be no later than thirty-five (35) days after the Effective Time, EOP shall use commercially reasonable efforts to cause the Exchange Agent to mail to each holder date of record Power Mount's delivery of a Certificate or Certificates which immediately prior that Lot to the Effective Time represented outstanding shares of Cornerstone Common Stock (other than to holders of Cornerstone Common Stock who previously surrendered with their Forms of Election their Certificates for Cornerstone Common Stock) or Cornerstone 7% Preferred Stock Certificate whose shares were converted into the right to receive the Merger Consideration pursuant to Section 1.10, (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 Exchange Agent and shall be in a form and have such other provisions as EOP may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the Merger Consideration. To the extent not previously surrendered with a Form of Election, upon surrender of a Certificate for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by EOP, together with such letter of transmittal, duly executed, and such other documents as may reasonably be required by the Exchange Agent, the holder of such Certificate shall be entitled to receive in exchange therefor the Merger Consideration into which the shares of Cornerstone Common Stock or Cornerstone 7% Preferred Stock, as applicable, theretofore represented by such Certificate shall have been converted pursuant to Section 1.10, together with any dividends or other distributions to which such holder is entitled pursuant to Section 1.15(d) and cash, if any, payable in lieu of fractional shares pursuant to Section 1.15(g), to be mailed (or made available for collection by hand if so elected by the surrendering holder) within five business days of receipt thereofFacility, and the Certificate so surrendered Parties shall forthwith be canceledconfirm such assays by an exchange of facsimiles on the next Business Day. In the event of a transfer of ownership of shares of Cornerstone Common Stock or Cornerstone 7% Preferred Stock which is not registered The Platinum, Palladium, and Rhodium assays in the transfer records samples shall be reported on a dry basis calculated to four significant figures following a minimum drying period of Cornerstonetwo (2) hours at a temperature of 120 to 125 degrees Celsius. The splitting limit with respect to Platinum and Palladium shall be [**] relative to the Platinum or Palladium content (as applicable) as assayed by Stillwater, payment may and the splitting limit with respect to Rhodium shall be made [**] relative to the Rhodium content as assayed by Stillwater. If the Parties' assays with respect to a person other than particular Metal are within the person applicable splitting limit, the Final Assay for such Metal contained in whose name the Certificate so surrendered is registered if such Certificate Lot shall be properly endorsed or otherwise be calculated as the arithmetic mean of the Metal content in proper form the two exchanged assays. If the Parties' assays for transfer and the person requesting such payment either shall pay any transfer or other taxes required by reason of such payment being made to a person other than the registered holder of such Certificate or establish to the satisfaction of EOP that such tax or taxes have been paid or particular Metal are not applicable. Until surrendered as contemplated by this Section 1.15within the applicable splitting limit, each Certificate the Parties shall be deemed at any time after the Effective Time cooperate in good faith to represent only the right to receive upon such surrender the Merger Consideration, without interest, into which the shares of Cornerstone Common Stock or Cornerstone 7% Preferred Stock heretofore represented by such Certificate shall have been converted pursuant to Section 1.10, and any dividends or other distributions to which such holder is entitled pursuant to Section 1.15(d). No interest will be paid or will accrue on the Merger Consideration upon the surrender of any Certificate or on any cash payable pursuant to Section 1.15(d) or Section 1.15(g). EOP or the Exchange Agent, as applicable, shall be entitled, in its sole and absolute discretion, to deduct and withhold from the cash or EOP Common Shares, or any combination thereof, that otherwise is payable pursuant to this Agreement to any holder of shares of Cornerstone Common Stock or Cornerstone 7% Preferred Stock such amounts as EOP or the Exchange Agent is required to deduct and withhold reach an agreement with respect to the making of final settlement figures. If such payment under an agreement cannot be reached within two (2) Business Days after the Code or under any provision of state, local or foreign tax law, PROVIDED THAT in determining whether withholding under Section 1445 exchange of the Code is requiredParties' Results. Stillwater shall send the retained Sample Split for that Lot to an Umpire for independent analysis. The Umpire shall be selected from among the analysts listed on Appendix C on a rotating basis, EOP shall take into account sampled Lot by sampled Lot. The Umpire will provide its analysis (and shall request the Exchange Agent to take into account) Section 1445(b)(6on a dry weight basis determined on a pulverized sample) of the Code Metal or Metals for which a final settlement figure was not reached by the Parties. The final settlement figures shall then be calculated based on a comparison of the assays of the individual Metal as assayed by each of the Parties (each, a "Party Result") and Treasury Regulations Section 1.1445-2(c)(2by the Umpire (the "Umpire Result"), in each case expressed in ▇▇▇▇ ounces per dry Short Ton calculated to four significant figures. If the Umpire Result is between the two Party Results, then the arithmetic mean of the Umpire Result and the Party Result which is closer to the Umpire Result will be the Final Assay for such Metal in such Lot. If the Umpire Result is higher than the higher of the two Party Results or lower than the lower of the two Party Results, then the Party Result which is closer to the Umpire Result will be the Final Assay for such Metal in such Lot. For this purposeeach Metal, any EOP Common Shares deducted and withheld the Umpire's costs of analyzing the samples will be born (i) by EOP shall be valued at the last trading price Party whose Party Result for such Metal is further from the Umpire Result for such Metal or (ii) if the Umpire Result for such Metal is the exact arithmetic mean of the EOP Common Shares on the New York Stock Exchange on the Effective Date of the Merger. To the extent that amounts are so withheld two Party Results for such Metal, by EOP or the Exchange Agent, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the holder of the shares of Cornerstone Common Stock or Cornerstone 7% Preferred Stock, as applicable, in respect of which such deduction and withholding was made by EOP or the Exchange Agentboth Parties equally.

Exchange Procedure. As soon as reasonably practicable after following the Effective TimeAgreement Date, EOP shall use commercially reasonable efforts to cause the Exchange Agent to mail Company will send to each holder of record Company Securities (a “Holder”) a transmittal letter in a form to be agreed to by the parties (the “Letter of a Certificate Transmittal”) and other appropriate materials for use in surrendering to the Company certificates or Certificates which immediately agreements that prior to the Effective Time represented outstanding shares of Cornerstone Common Stock (other than evidenced Company Securities. Except with respect to holders of Cornerstone Common Stock who previously surrendered with their Forms of Election their Certificates for Cornerstone Common Stock) or Cornerstone 7% Preferred Stock Certificate whose shares were converted into the right to receive the Merger Consideration pursuant to Section 1.10Dissenting Stockholders, (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 Exchange Agent and shall be in a form and have such other provisions as EOP may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the Merger Consideration. To the extent not previously surrendered with a Form of Election, upon surrender of a Certificate for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by EOP, together with such letter of transmittal, duly executed, and such other documents as may reasonably be required by the Exchange Agent, the holder of such Certificate shall be entitled to receive in exchange therefor the Merger Consideration into which the shares of Cornerstone Common Stock or Cornerstone 7% Preferred Stock, as applicable, theretofore represented by such Certificate shall have been converted pursuant to Section 1.10, together with any dividends or other distributions to which such holder is entitled pursuant to Section 1.15(d) and cash, if any, payable in lieu of fractional shares pursuant to Section 1.15(g), to be mailed (or made available for collection by hand if so elected by the surrendering holder) within five business days of receipt thereof, and the Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of shares of Cornerstone Common Stock or Cornerstone 7% Preferred Stock which is not registered in the transfer records of Cornerstone, 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 either shall pay any transfer or other taxes required by reason of such payment being made to a person other than the registered holder of such Certificate or establish to the satisfaction of EOP that such tax or taxes have been paid or are not applicable. Until until surrendered as contemplated by this Section 1.151.5(i), each Certificate stock certificate evidencing Company Stock and each agreement evidencing a Company Option or Company Warrant 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 Consideration that the shares Holder thereof has the right to receive in respect of Cornerstone Common Stock or Cornerstone 7% Preferred Stock heretofore represented by such Certificate shall have been converted Company Securities pursuant to Section 1.10, and any dividends or other distributions to which such holder is entitled pursuant to Section 1.15(d)the provisions of this Agreement. No interest will shall be paid or will accrue on the Merger Consideration upon the surrender of any Certificate or on any cash payable pursuant to Section 1.15(d) Holders of Company Securities. Upon the proper surrender and exchange of certificates or Section 1.15(g). EOP or agreements, or, in the Exchange Agentabsence thereof, as applicableAffidavits, representing Company Securities and the delivery of an executed Letter of Transmittal to the Company, each Holder shall be entitledpaid, without interest thereon, an amount in its sole and absolute discretion, cash from the Company Agent equal to the dollar amount set forth next to such Holder’s name on Schedule 1.5 hereto. The Company Agent shall be entitled to deduct and withhold from the cash or EOP Common Shares, or any combination thereof, that Merger Consideration otherwise is payable pursuant to this Agreement to any holder of shares of Cornerstone Common Stock or Cornerstone 7% Preferred Stock Holder such amounts as EOP or the Exchange Agent Company is required to deduct and withhold with respect to the making of such payment under the Code Code, or under any provision of state, local or foreign tax law, PROVIDED THAT in determining whether withholding under Section 1445 of the Code is required, EOP shall take into account (and shall request the Exchange Agent to take into account) Section 1445(b)(6) of the Code and Treasury Regulations Section 1.1445-2(c)(2). For this purpose, any EOP Common Shares deducted and withheld by EOP shall be valued at the last trading price of the EOP Common Shares on the New York Stock Exchange on the Effective Date of the Merger. To the extent that amounts are so withheld by EOP or the Exchange AgentCompany, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the holder Holder with respect to his, her or its Company Securities. Notwithstanding anything herein to the contrary, no payment shall be made to any Holder who does not present certificates or agreements for cancellation representing all of the such holder’s shares of Cornerstone Common Stock or Cornerstone 7% Preferred Company Stock, as applicableCompany Options or Company Warrants, or, in respect the alternative, an affidavit and indemnity, in form and substance reasonably satisfactory to Matria, stating that any of which such deduction certificates or agreements are lost, stolen or destroyed and withholding was made by EOP that such holder will indemnify and hold Matria and its officers, directors and agents, harmless from any costs, expenses and damages that may be incurred if such certificates or the Exchange Agentagreements are later produced (an “Affidavit”).

Exchange Procedure. As soon as reasonably practicable Promptly after the Effective Time, EOP shall use commercially reasonable efforts to Parent will cause the Exchange Agent to mail to each holder of record of a Certificate certificate or Certificates certificates which immediately prior to the Effective Time represented evidenced outstanding shares of Cornerstone Company Common Stock (other than to holders of Cornerstone Common Stock who previously surrendered with their Forms of Election their Certificates for Cornerstone Common Stock) or Cornerstone 7% Preferred Stock Certificate whose shares were converted into the right to receive the Merger Consideration pursuant to Section 1.10"CERTIFICATES"), (i) a notice of the effectiveness of the Merger; (ii) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Agent and shall be in a such customary form and have such other provisions as EOP Parent may reasonably specify) specify in accordance with the terms of this Agreement); and (iiiii) instructions for use in effecting to effect the surrender of the Certificates in exchange for the Merger Considerationcertificates representing shares of Parent Common Stock. To the extent not previously surrendered with a Form of Election, upon Upon surrender of a Certificate for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by EOP, together with such letter of transmittal, duly executed, and such other customary documents as may reasonably be required by the Exchange Agentpursuant to such instructions, the holder of such Certificate shall be entitled to receive in exchange therefor the Merger Consideration into which the a certificate representing that number of whole shares of Cornerstone Parent Common Stock or Cornerstone 7% Preferred Stockand, as if applicable, theretofore represented by such Certificate shall have been converted pursuant to Section 1.10, together with any dividends or other distributions a check representing the cash consideration to which such holder is may be entitled on account of a fractional share of Parent Common Stock, which such holder has the right to receive pursuant to Section 1.15(d) and cash, if any, payable in lieu the provisions of fractional shares pursuant to Section 1.15(g), to be mailed (or made available for collection by hand if so elected by the surrendering holder) within five business days of receipt thereofthis Article I, and the Certificate so surrendered shall forthwith be canceledcancelled. In the event of a transfer of ownership of shares of Cornerstone Company Common Stock or Cornerstone 7% Preferred Stock which is not registered in the transfer records of Cornerstonethe Company, payment a certificate representing that number of whole shares of Parent Common Stock and, if applicable, a check representing the cash consideration to which such holder may be made entitled on account of a fractional share of Parent Common Stock, which such holder has the right to a person other than receive pursuant to the person in whose name provisions of this Article I, may be paid or issued to the transferee if the Certificate so surrendered representing such Company Common Stock is registered if presented to the Exchange Agent, accompanied by all documents required to evidence and effect such Certificate shall be properly endorsed or otherwise be in proper form for transfer and the person requesting such payment either shall pay by evidence that any applicable stock transfer or other taxes required by reason of such payment being made to a person other than the registered holder of such Certificate or establish to the satisfaction of EOP that such tax or taxes have been paid paid. In the event that any certificate for Company Common Stock shall have been lost, stolen or are not destroyed, the Exchange Agent shall issue in exchange therefor, upon the making of an affidavit of that fact by the holder thereof and such bond, security, or indemnity as Parent may reasonably require, a certificate representing that number of whole shares of Parent Common Stock and, if applicable. , a check representing the cash consideration to which such holder may be entitled on account of a fractional share of Parent Common Stock, which such holder has the right to receive pursuant to the provisions of this Article I. Until surrendered as contemplated by this Section 1.151.8, each Certificate shall be deemed at any time after the Effective Time to represent evidence only the right to receive upon such surrender the Merger Consideration, without interest, into which the a certificate representing that number of whole shares of Cornerstone Parent Common Stock or Cornerstone 7% Preferred Stock heretofore represented by such Certificate shall have been converted pursuant to Section 1.10and, and any dividends or other distributions if applicable, a check representing the cash consideration to which such holder is may be entitled on account of a fractional share of Parent Common Stock, which such holder has the right to receive pursuant to Section 1.15(d). No interest will be paid or will accrue on the Merger Consideration upon the surrender of any Certificate or on any cash payable pursuant to Section 1.15(d) or Section 1.15(g). EOP or the Exchange Agent, as applicable, shall be entitled, in its sole and absolute discretion, to deduct and withhold from the cash or EOP Common Shares, or any combination thereof, that otherwise is payable pursuant to this Agreement to any holder of shares of Cornerstone Common Stock or Cornerstone 7% Preferred Stock such amounts as EOP 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, PROVIDED THAT in determining whether withholding under Section 1445 of the Code is required, EOP shall take into account (and shall request the Exchange Agent to take into account) Section 1445(b)(6) of the Code and Treasury Regulations Section 1.1445-2(c)(2). For this purpose, any EOP Common Shares deducted and withheld by EOP shall be valued at the last trading price of the EOP Common Shares on the New York Stock Exchange on the Effective Date of the Merger. To the extent that amounts are so withheld by EOP or the Exchange Agent, such withheld amounts shall be treated for all purposes provisions of this Agreement as having been paid to the holder of the shares of Cornerstone Common Stock or Cornerstone 7% Preferred Stock, as applicable, in respect of which such deduction and withholding was made by EOP or the Exchange Agent.Article I.

Exchange Procedure. As soon as reasonably practicable after the Effective Time, EOP the Surviving Corporation shall use commercially reasonable efforts to cause the Exchange Paying Agent to mail to each holder of record of a Certificate certificate or Certificates certificates which immediately prior to the Effective Time represented outstanding shares of Cornerstone Company Common Stock (other than to holders of Cornerstone Common Stock who previously surrendered with their Forms of Election their Certificates for Cornerstone Common Stockthe "CERTIFICATES") or Cornerstone 7% Preferred Stock Certificate whose shares were converted into the right to receive the Merger Consideration pursuant to Section 1.102.1, (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 Exchange Paying Agent and shall be in a such form and have such other provisions as EOP Parent may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the Merger Consideration. To the extent not previously surrendered with a Form of Election, upon Upon surrender of a Certificate for cancellation to the Exchange Paying Agent or to such other agent or agents as may be appointed by EOPParent, together with such letter of transmittal, duly executed, and such other documents as may reasonably be required by the Exchange Agentpursuant to such instructions, the holder of such Certificate shall be entitled to receive in exchange therefor the Merger Consideration amount of cash into which the shares of Cornerstone Company Common Stock or Cornerstone 7% Preferred Stock, as applicable, theretofore represented by such Certificate shall have been converted pursuant to Section 1.10, together with any dividends or other distributions to which such holder is entitled pursuant to Section 1.15(d) and cash, if any, payable in lieu of fractional shares pursuant to Section 1.15(g), to be mailed (or made available for collection by hand if so elected by the surrendering holder) within five business days of receipt thereof2.1, and the Certificate so surrendered shall forthwith be canceledcancelled. In the event of a transfer of ownership of shares of Cornerstone Company Common Stock or Cornerstone 7% Preferred Stock which is not registered in the transfer records of Cornerstonethe 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 either shall pay any transfer or other taxes required by reason of such the payment being made to a person other than the registered holder of such Certificate or establish to the satisfaction of EOP Parent that such tax or taxes have has been paid or are is not applicable. Until surrendered as contemplated by this Section 1.152.3, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration, without interest, into which the shares of Cornerstone Company Common Stock or Cornerstone 7% Preferred Stock heretofore theretofore represented by such Certificate shall have been converted pursuant to Section 1.10, and any dividends or other distributions to which such holder is entitled pursuant to Section 1.15(d)2.1. No interest will be paid or will accrue on the Merger Consideration cash payable upon the surrender of any Certificate or on any cash payable pursuant to Section 1.15(d) or Section 1.15(g). EOP or the Exchange Agent, as applicable, shall be entitled, in its sole and absolute discretion, to deduct and withhold from the cash or EOP Common Shares, or any combination thereof, that otherwise is payable pursuant to this Agreement to any holder of shares of Cornerstone Common Stock or Cornerstone 7% Preferred Stock such amounts as EOP 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, PROVIDED THAT in determining whether withholding under Section 1445 of the Code is required, EOP shall take into account (and shall request the Exchange Agent to take into account) Section 1445(b)(6) of the Code and Treasury Regulations Section 1.1445-2(c)(2). For this purpose, any EOP Common Shares deducted and withheld by EOP shall be valued at the last trading price of the EOP Common Shares on the New York Stock Exchange on the Effective Date of the Merger. To the extent that amounts are so withheld by EOP or the Exchange Agent, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the holder of the shares of Cornerstone Common Stock or Cornerstone 7% Preferred Stock, as applicable, in respect of which such deduction and withholding was made by EOP or the Exchange AgentCertificate.

Exchange Procedure. As soon as reasonably practicable after (a) At the Effective TimeClosing, EOP Purchaser shall use commercially reasonable efforts deposit in trust with an exchange agent selected by the Company (the "Exchange Agent") funds sufficient to cause pay in full the Merger Consideration and all amounts due pursuant to the terms of the Company's Management Equity Participation Plan (the "MEP") (such amounts, the "MEP Payment"; the MEP Payment and the Merger Consideration, together, the "Exchange Fund"). Prior to the Closing, the Exchange Agent to mail shall deliver to each holder Stockholder a form of record of a Certificate or Certificates which immediately prior to the Effective Time represented outstanding shares of Cornerstone Common Stock (other than to holders of Cornerstone Common Stock who previously surrendered with their Forms of Election their Certificates for Cornerstone Common Stock) or Cornerstone 7% Preferred Stock Certificate whose shares were converted into the right to receive the Merger Consideration pursuant to Section 1.10, (i) a letter of transmittal for return to the Exchange Agent (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, pass only upon proper delivery of the Certificates to the Exchange Agent and shall be include an agreement by each Stockholder that such Stockholder's respective allocation of the Merger Consideration represents all such Stockholder is owed by the Company pursuant to this Agreement, and that such Stockholder has waived and released the Company from any claims by such Stockholder to receive any additional amounts in a form and have such other provisions as EOP may reasonably specifyexcess of that provided for herein) and (ii) instructions for use in effecting the surrender of the Certificates and payment of the Allocated Merger Consideration due in exchange for the Merger Considerationrespect thereof. To the extent not previously surrendered with a Form of Election, upon Upon surrender of a Certificate for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by EOPof a Certificate, together with such letter of transmittal, transmittal duly executed, and such other documents as may reasonably be required by the Exchange Agent, the holder of Stockholder holding such Certificate shall be entitled to receive paid in exchange therefor the Allocated Merger Consideration into which the shares of Cornerstone Common Stock or Cornerstone 7% Preferred Stock, as applicable, theretofore represented by such Certificate shall have been converted pursuant to Section 1.10, together with any dividends or other distributions to which such holder is entitled pursuant to Section 1.15(d) and cash, if any, payable in lieu respect of fractional shares pursuant to Section 1.15(g), to be mailed (or made available for collection by hand if so elected by the surrendering holder) within five business days of receipt thereofsuch shares, and the Certificate so surrendered shall forthwith be canceled. In The payments by the event Exchange Agent of a transfer of ownership of Allocated Merger Consideration shall include payments to persons who surrender Certificates representing shares of Cornerstone Common Stock or Cornerstone 7% Series A Preferred Stock which is not registered of all deferred or accrued and unpaid dividends in the transfer records of Cornerstone, 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 either shall pay any transfer or other taxes required by reason respect of such payment being made shares, and payments of Liquidating Dividends payable pursuant to Article VI, Part B, Section 1A of the Articles of Organization of the Company as if the consummation of the Merger were a person other than the registered holder Liquidation Event (as such term is defined in such Articles of such Certificate or establish to the satisfaction of EOP that such tax or taxes have been paid or are not applicable. Organization). (b) Until surrendered as contemplated by this Section 1.154.01, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Allocated Merger Consideration, without interest, into which the shares of Cornerstone Common Stock or Cornerstone 7% Preferred Stock heretofore represented by such Certificate shall have been converted pursuant to Section 1.10, and any dividends or other distributions to which such holder is entitled pursuant to Section 1.15(d). No interest will shall be paid or will accrue on the Merger Consideration amount payable at the Effective Time upon the surrender of any a Certificate. If payment is to be made to a Stockholder other than the person in whose name the Certificate or on any cash payable pursuant to Section 1.15(d) or Section 1.15(g). EOP or the Exchange Agentsurrendered is registered, as applicable, it shall be entitled, a condition of payment that the Certificate so surrendered shall be properly endorsed or otherwise in its sole proper form for transfer and absolute discretion, that the Stockholder requesting such payment shall pay any transfer or other taxes required by reason of the payment to deduct and withhold from a person other than the cash or EOP Common Shares, or any combination thereof, that otherwise is payable pursuant to this Agreement to any registered holder of shares of Cornerstone Common Stock the Certificate surrendered or Cornerstone 7% Preferred Stock establish that such amounts as EOP tax has been paid or is not applicable. (c) At the Closing, the Exchange Agent is required to deduct and withhold with respect shall pay the MEP Payment to the making of such payment beneficiaries under the Code or under any provision of state, local or foreign tax law, PROVIDED THAT MEP in determining whether withholding under Section 1445 of accordance with the Code is required, EOP shall take into account (terms and shall request the Exchange Agent to take into account) Section 1445(b)(6) of the Code and Treasury Regulations Section 1.1445-2(c)(2). For this purpose, any EOP Common Shares deducted and withheld by EOP shall be valued at the last trading price of the EOP Common Shares on the New York Stock Exchange on the Effective Date of the Merger. To the extent that amounts are so withheld by EOP or the Exchange Agent, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the holder of the shares of Cornerstone Common Stock or Cornerstone 7% Preferred Stock, as applicable, in respect of which such deduction and withholding was made by EOP or the Exchange Agentprovisions thereof.

Exchange Procedure. As soon as reasonably practicable after the Effective Time, EOP shall use commercially reasonable efforts to cause the Exchange Agent to shall mail to each holder of record of a Certificate certificate or Certificates certificates which immediately prior to the Effective Time represented outstanding shares of Cornerstone Company Common Stock (other than to holders of Cornerstone Common Stock who previously surrendered with their Forms of Election their Certificates for Cornerstone Common Stockthe "CERTIFICATES") or Cornerstone 7% Preferred Stock Certificate whose shares were converted into the right to receive the Merger Consideration pursuant to Section 1.103.1, (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 Exchange Agent and shall be in a form and have such other provisions as EOP Parent may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the Merger Consideration. To the extent not previously surrendered with a Form of Election, upon Upon surrender of a Certificate for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by EOPAgent, together with such letter of transmittal, duly executed, and such other documents as may reasonably be required by the Exchange Agent, the holder of such Certificate shall be entitled to receive in exchange therefor the Merger Consideration into which the shares of Cornerstone Company Common Stock or Cornerstone 7% Preferred Stock, as applicable, theretofore represented by such Certificate shall have been converted pursuant to Section 1.103.1, together with cash in lieu of fractional shares of Parent Common Stock to which such holder is entitled pursuant to Section 3.2(f) and any dividends or other distributions to which such holder is entitled pursuant to Section 1.15(d) and cash, if any, payable in lieu of fractional shares pursuant to Section 1.15(g3.2(c), to be mailed (or made available for collection by hand if so elected by the surrendering holder) within five business days of receipt thereof, and the Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of shares of Cornerstone Company Common Stock or Cornerstone 7% Preferred Stock which is not registered in the transfer records of Cornerstonethe 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 either shall pay any transfer or other taxes required by reason of such the payment being made to a person other than the registered holder of such Certificate or establish to the satisfaction of EOP the Surviving Corporation that such tax or taxes have has been paid or are is not applicable. Until surrendered as contemplated by this Section 1.15At 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 Cornerstone Company Common Stock or Cornerstone 7% Preferred Stock heretofore represented by such Certificate shall have been converted pursuant to Section 1.103.1, 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 1.15(d3.2(c). No interest will be paid or will accrue on the Merger Consideration upon the surrender of any Certificate or on any cash payable pursuant to Section 1.15(d) or Section 1.15(g). EOP or the Exchange Agent, as applicable, shall be entitled, in its sole and absolute discretioneach case, to deduct and withhold from the cash or EOP Common Shares, or any combination thereof, that otherwise is payable pursuant to this Agreement to any holder of shares of Cornerstone Common Stock or Cornerstone 7% Preferred Stock such amounts as EOP 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, PROVIDED THAT in determining whether withholding under Section 1445 of the Code is required, EOP shall take into account (and shall request the Exchange Agent to take into account) Section 1445(b)(6) of the Code and Treasury Regulations Section 1.1445-2(c)(2). For this purpose, any EOP Common Shares deducted and withheld by EOP shall be valued at the last trading price of the EOP Common Shares on the New York Stock Exchange on the Effective Date of the Merger. To the extent that amounts are so withheld by EOP or the Exchange Agent, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the holder of the shares of Cornerstone Common Stock or Cornerstone 7% Preferred Stock, as applicable, in respect of which such deduction and withholding was made by EOP or the Exchange Agentwithout interest thereon.

Exchange Procedure. As soon as reasonably practicable (a) From and after the Effective Time, EOP shall use commercially reasonable efforts to cause the Exchange Agent to mail to each holder (x) waiver or (y) expiration of record of a Certificate or Certificates which immediately prior any contractual lock-up period (including pursuant to the Effective Time represented outstanding Lock-Up Agreement) relating to the shares of Cornerstone Common Stock the Company that may be applicable to a Holdings Unitholder following the date hereof which would prohibit an Exchange (as defined below), each Holdings Unitholder (other than the Company or any subsidiary of the Company, whether formed on or after the date of this Agreement) shall, with Tolerantia Consent, be entitled, upon the terms and subject to holders the conditions hereof, to surrender Paired Interests to Holdings and the Company, as applicable, in exchange for the delivery by Holdings of Cornerstone Common the Stock who previously surrendered Exchange Payment or, at the election of the Company, the Cash Exchange Payment (such exchange, a “Redemption” and, together with their Forms a Direct Exchange (as defined below), an “Exchange”); provided, that (absent a waiver by the OpCo Board) any such Exchange is for a minimum of Election their Certificates for Cornerstone Common Stock) or Cornerstone 7% Preferred Stock Certificate whose shares were converted into the right to receive the Merger Consideration pursuant to Section 1.10, lesser of (i) a letter of transmittal 10,000 Common Units (which shall specify that delivery minimum shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates equitably adjusted in accordance with any adjustments to the Exchange Agent and shall be in a form and have such other provisions as EOP may reasonably specifyRate on an equal basis) and (ii) instructions for use in effecting the surrender all of the Certificates in exchange for the Merger Consideration. To the extent not previously surrendered with a Form of Election, upon surrender of a Certificate for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by EOP, together with such letter of transmittal, duly executed, and such other documents as may reasonably be required by the Exchange Agent, the holder of such Certificate shall be entitled to receive in exchange therefor the Merger Consideration into which the shares of Cornerstone Common Stock or Cornerstone 7% Preferred Stock, as applicable, theretofore represented Units held by such Certificate shall have been converted pursuant to Section 1.10Holdings Unitholder; provided, together with any dividends further, that in the event that an Exchanging Member is participating in an underwritten offering or other distributions block sale of Class A Common Shares following such Exchange and a portion of its Paired Interests are being surrendered to which such holder is entitled pursuant to Section 1.15(d) and cash, if any, payable in lieu of fractional shares pursuant to Section 1.15(g), to be mailed (or made available for collection by hand if so elected by the surrendering holder) within five business days of receipt thereof, and the Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of shares of Cornerstone Common Stock or Cornerstone 7% Preferred Stock which is not registered in the transfer records of Cornerstone, 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 either shall pay any transfer or other taxes required by reason of such payment being made to a person other than the registered holder of such Certificate or establish to the satisfaction of EOP that such tax or taxes have been paid or are not applicable. Until surrendered as contemplated by this Section 1.15, 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 Cornerstone Common Stock or Cornerstone 7% Preferred Stock heretofore represented by such Certificate shall have been converted pursuant to Section 1.10, and any dividends or other distributions to which such holder is entitled pursuant to Section 1.15(d). No interest will be paid or will accrue on the Merger Consideration upon the surrender of any Certificate or on any cash payable pursuant to Section 1.15(d) or Section 1.15(g). EOP Holdings or the Exchange Agent, as applicable, shall be entitled, in its sole and absolute discretion, to deduct and withhold from the cash or EOP Common Shares, or any combination thereof, that otherwise is payable pursuant to this Agreement to any holder of shares of Cornerstone Common Stock or Cornerstone 7% Preferred Stock such amounts as EOP 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, PROVIDED THAT in determining whether withholding under Section 1445 of the Code is required, EOP shall take into account (and shall request the Exchange Agent to take into account) Section 1445(b)(6) of the Code and Treasury Regulations Section 1.1445-2(c)(2). For this purpose, any EOP Common Shares deducted and withheld by EOP shall be valued at the last trading price of the EOP Common Shares on the New York Stock Exchange on the Effective Date of the Merger. To the extent that amounts are so withheld by EOP or the Exchange Agent, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the holder of the shares of Cornerstone Common Stock or Cornerstone 7% Preferred StockCompany, as applicable, in furtherance thereof (such portion, the “Secondary Offering Paired Interests”), then Holdings and the Company shall settle the Exchange of such Secondary Offering Paired Interests by delivery of a Stock Exchange Payment hereunder; and, provided further, that in the case of a Member (as defined in the Holdings LLCA) holding less than 3% of the Common Percentage Interest (as defined in the Holdings LLCA, and excluding, for purposes of this calculation, Common Units then owned by the Company or its subsidiaries) an Exchange Transaction may also require compliance with reasonable policies that the OpCo Board may adopt or promulgate from time to time and advise the Members of in writing (including policies requiring the use of designated administrators or brokers), in its reasonable discretion. (b) A Holdings Unitholder shall exercise its right to make an Exchange as set forth in Section 2.1(a) above by delivering to Holdings, with a copy to the Company, a written election of exchange in respect of the Paired Interests to be exchanged substantially in the form of Exhibit A hereto (an “Exchange Notice”) in accordance with this Section 2.1(b). A Holdings Unitholder may deliver an Exchange Notice with respect to an Unrestricted Exchange at any time, and, in any other case, during the Quarterly Exchange Notice Period preceding the desired Exchange Date. An Exchange Notice with respect to an Unrestricted Exchange may specify that the Exchange is to be contingent (including, without limitation, as to timing) upon the consummation of a purchase by another Person (whether in a tender or exchange offer, an underwritten offering or otherwise) of the Class A Common Shares into which the Paired Interests are exchangeable, or contingent (including, without limitation, as to timing) upon the closing of an announced merger, consolidation or other transaction or event in which such deduction Class A Common Shares would be exchanged or converted or become exchangeable for or convertible into cash or other securities or property. Notwithstanding anything to the contrary contained in this Agreement, if, in connection with an Exchange in accordance with this Section 2.1, a filing is required under the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvements Act of 1976, as amended (the “HSR Act”), then the Exchange Date with respect to all Paired Interests which would be exchanged into Class A Common Shares resulting from such Exchange shall be delayed until the earlier of (i) such time as the required filing under the HSR Act has been made and withholding was made the waiting period applicable to such Exchange under the HSR Act shall have expired or been terminated or (ii) such filing is no longer required, at which time such Exchange shall automatically occur without any further action by EOP the holders of any such Paired Interests. Each of the Holdings Unitholders and the Company agree to promptly take all actions required to make such filing under the HSR Act and the filing fee for such filing shall be paid by Holdings. (c) Subject to Sections 2.1(a) and 2.2(a), within three (3) Business Days of the giving of an Exchange Notice, the Company may elect that all or a portion of the Exchange is settled in cash (in lieu of Class A Common Shares) in an amount equal to the Cash Exchange Payment by giving written notice of such election to Holdings and the Exchanging Member within such three (3) Business Day period (such notice, the “Cash Exchange Notice”). The Cash Exchange Notice shall set forth the portion of the Paired Interests which will be exchanged for cash in lieu of Class A Common Shares. Any portion of the Exchange not settled for a Cash Exchange Payment shall be settled for a Stock Exchange Payment. At any time following the giving of a Cash Exchange Notice and prior to the Exchange Date, the Company may elect (exercisable by giving written notice of such election to the Exchanging Member) to revoke the Cash Exchange Notice with respect to all or any portion of the Paired Interests and make the Stock Exchange Payment with respect to any such Paired Interests on the Exchange Date. (d) The Exchanging Member may elect to retract its Exchange Notice with respect to an Unrestricted Exchange by giving written notice of such election to Holdings, with a copy to the Company, no later than one (1) Business Day prior to the Exchange Date. Subject to the terms of this Section 2.1(d), an Exchanging Member may deliver an Exchange Notice with respect to an Exchange (other than an Unrestricted Exchange) during the Quarterly Exchange Notice Period which conditions such Exchange upon the Quarterly Exchange Date Value being equal to or greater than ninety percent (90%) of the Exchange Notice Date Value and if such requirement is not met, then the Exchanging Member may elect to retract its Exchange Notice by giving written notice of such election to Holdings, with a copy to the Company, no later than 12:00 p.m. (New York time) on the Trading Day preceding the Exchange Date (a “Retraction Notice”). The delivery of a Retraction Notice shall terminate all of the Exchanging Member’s, the Company’s and Holdings’ rights and obligations under this Article II arising from such retracted Exchange Notice (but not, for the avoidance of doubt, from any Exchange Notice not retracted or that may be delivered in the future); provided, that an Exchanging Member may deliver a Retraction Notice only twice in each twelve (12)-month period (and any additional Retraction Notice delivered by such Exchanging Member within such twelve (12)-month period shall be deemed null and void ab initio and ineffective with respect to the revocation of the Exchange specified therein). (e) Notwithstanding anything to the contrary in this Agreement, if the Company closes an underwritten distribution of the Class A Common Shares and the Holdings Unitholders (any of them alone, or together with the Company) were entitled to resell Class A Common Shares in connection therewith (by the exercise by such Holdings Unitholders of Exchange rights or otherwise) (a “Secondary Offering”), then, except as provided in the following proviso, the immediately succeeding Quarterly Exchange Date shall be automatically cancelled and of no force or effect (and no Holdings Unitholder shall be entitled to deliver an Exchange Notice on a Quarterly Exchange Date with respect to an Exchange that is not an Unrestricted Exchange in respect of such Quarterly Exchange Date); provided, that the Company and Holdings may effect an Exchange if the OpCo Board determines (in its reasonable discretion), after consultation with its legal counsel and tax advisors, that such Exchange, together with any other Exchanges that have occurred or are expected to occur, would not be reasonably likely to result in Holdings being treated as a “publicly traded partnership” within the meaning of Section 7704 of the Code. Notwithstanding anything to the contrary in this Agreement (a) for such periods that Holdings does not meet the requirements of the Private Placement Safe Harbor, any Secondary Offering (other than that pursuant to which all Exchanges are Unrestricted Exchanges) shall only be undertaken if, during the applicable taxable year, the total number of Quarterly Exchange Dates and prior Secondary Offerings (other than any pursuant to which all Exchanges are Unrestricted Exchanges) on which Exchanges occur is three (3) or fewer and (b) Holdings and the Company shall not be deemed to have failed to comply with their respective obligations under the Registration Rights Agreement, if a Secondary Offering cannot be undertaken due to the restriction set forth in the preceding clause (a). (f) Notwithstanding anything to the contrary contained in this Agreement or the Holdings LLCA, no Restricted Common Unit shall be permitted to be treated as an Exchanged Unit hereunder, and in no event shall Holdings or the Company effect an Exchange Agentof a Paired Interest that includes a Restricted Common Unit unless and until a Vesting Event and Conversion Date has occurred with respect to such Restricted Common Unit and it has been converted to a Common Unit in accordance with the terms of the Holdings LLCA. For the avoidance of doubt and without limiting the immediately foregoing sentence, in the event a Vesting Event, Conversion Date and conversion into Common Unit has occurred in respect of a Restricted Common Unit, such then converted Common Unit shall be eligible to be an Exchanged Unit for all purposes hereunder and Holdings and the Company may effect an Exchange of such then converted Common Unit (as part of a Paired Interest) upon the holder of such Common Unit exercising its Exchange rights herein, in accordance with this Agreement and the Holdings LLCA.

Exchange Procedure. As soon as reasonably practicable after the Effective Time, EOP shall use commercially reasonable efforts to cause the Exchange Agent to will mail to each holder of record of a Certificate certificate or Certificates which certificates (the "Certificates") that immediately prior to before the Effective Time represented outstanding shares of Cornerstone Common Stock Micrion Shares (other than to holders of Cornerstone Common Stock who previously surrendered with their Forms record of Election their Certificates for Cornerstone Common Stock) or Cornerstone 7% Preferred Stock Certificate whose shares were converted into the right to receive the Merger Consideration pursuant to Section 1.10Excluded Micrion Shares), (i) a notice (advising the holders that the Merger has become effective) and a letter of transmittal (which shall specify specifying that delivery shall will be effected, and that risk of loss and title to the Certificates shall will pass, only upon proper delivery of the Certificates to the Exchange Agent and shall be in a form and have such other provisions as EOP may reasonably specify) and (ii) instructions for use in effecting the surrender of exchanging the Certificates (or affidavits in exchange lieu thereof) for the Merger Consideration. To the extent not previously surrendered with a Form of Election, upon Upon surrender of a 14 Certificate for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by EOPFEI, together with such letter of transmittal, properly completed and duly executed, and such other customary documents as may reasonably be required by the Exchange Agent, the holder of such Certificate shall will be entitled to receive in exchange therefor the Merger Consideration into which the shares of Cornerstone Common Stock or Cornerstone 7% Preferred Stock, as applicable, theretofore for each Micrion Share represented by such Certificate shall have been converted pursuant to Section 1.10, together with any dividends or other distributions to which such holder is entitled pursuant to Section 1.15(d) and cash, if any, payable in lieu of fractional shares pursuant to Section 1.15(g), to be mailed (or made available for collection by hand if so elected by the surrendering holder) within five business days of receipt thereofthereby, and the Certificate so surrendered shall forthwith will be canceled. In the event of a transfer of ownership of shares of Cornerstone Common Stock or Cornerstone 7% Preferred Stock which Micrion Shares that is not registered in the transfer records of CornerstoneMicrion, payment may be made to a person Person (as defined in Section below) other than the person Person in whose name the Certificate so surrendered is registered registered, if such Certificate shall be is properly endorsed or otherwise be is in proper form for transfer and the person Person requesting such payment either shall pay pays any transfer or other taxes required by reason of such the payment being made to a person Person other than the registered holder of such Certificate or establish establishes to the satisfaction of EOP FEI that such tax or taxes have has been paid or are is not applicable. Until surrendered as contemplated by this Section 1.151.9.1, each Certificate shall will 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 Cornerstone Common Stock or Cornerstone 7% Preferred Stock heretofore Consideration for each Micrion Share represented by such Certificate shall have been converted pursuant to Section 1.10, and any dividends or other distributions to which such holder is entitled pursuant to Section 1.15(d)thereby. No interest will be paid or will accrue on the Merger Consideration any cash payable upon the surrender of any Certificate or on any cash payable pursuant to Section 1.15(d) or Section 1.15(g). EOP or the Exchange Agent, as applicable, shall be entitled, in its sole and absolute discretion, to deduct and withhold from the cash or EOP Common Shares, or any combination thereof, that otherwise is payable pursuant to this Agreement to any holder of shares of Cornerstone Common Stock or Cornerstone 7% Preferred Stock such amounts as EOP 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, PROVIDED THAT in determining whether withholding under Section 1445 of the Code is required, EOP shall take into account (and shall request the Exchange Agent to take into account) Section 1445(b)(6) of the Code and Treasury Regulations Section 1.1445-2(c)(2). For this purpose, any EOP Common Shares deducted and withheld by EOP shall be valued at the last trading price of the EOP Common Shares on the New York Stock Exchange on the Effective Date of the Merger. To the extent that amounts are so withheld by EOP or the Exchange Agent, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the holder of the shares of Cornerstone Common Stock or Cornerstone 7% Preferred Stock, as applicable, in respect of which such deduction and withholding was made by EOP or the Exchange AgentCertificate.

Exchange Procedure. As soon as reasonably practicable after After the Effective Time, EOP shall use commercially reasonable efforts to cause the Exchange Agent to mail to each holder of record of a Certificate certificate or Certificates which immediately prior to the Effective Time represented outstanding certificates for shares of Cornerstone Common Stock (other than to holders of Cornerstone Common Stock who previously surrendered with their Forms of Election their Certificates for Cornerstone BSC Common Stock) or Cornerstone 7% Preferred Stock Certificate whose shares were converted into the right to receive the Merger Consideration pursuant to Section 1.10, (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 Exchange Agent and shall be in a form and have such other provisions as EOP may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the Merger Consideration. To the extent not previously surrendered with a Form of Election, upon surrender of a Certificate for cancellation the same duly transmitted to the Registrar and Transfer Company, as Exchange Agent (or to in lieu of surrendering such other agent certificates in the case of lost, stolen, destroyed or agents mislaid certificates, upon execution of such documentation as may be appointed by EOP, together with such letter of transmittal, duly executed, and such other documents as may reasonably be required by the Exchange AgentRegistrar and Transfer Company), the holder of such Certificate shall be entitled to receive in exchange therefor a certificate or certificates representing the Merger Consideration number of whole shares of ▇▇▇▇▇ Common Stock into which the such holder’s shares of Cornerstone BSC Common Stock or Cornerstone 7% Preferred Stock, as applicable, theretofore represented by such Certificate shall have been converted by the Merger pursuant to Section 1.10the Merger Consideration. As soon as practicable after the Effective Time, together with any the Exchange Agent will send a notice and transmittal form to each BSC shareholder of record at the Effective Time advising such shareholder of the effectiveness of the Merger and the procedures for surrendering to the Exchange Agent outstanding certificates formerly evidencing BSC Common Stock in exchange for the Merger Consideration. Until so surrendered, each outstanding certificate that prior to the Effective Time represented shares of BSC Common Stock shall be deemed for all corporate purposes to evidence ownership of the number of full shares of ▇▇▇▇▇ Common Stock into which the same shall have been converted; provided, however, that dividends or other distributions otherwise payable with respect to shares of ▇▇▇▇▇ Common Stock into which BSC Common Stock shall have been so converted shall be paid with respect to such holder is entitled pursuant to Section 1.15(d) and cash, if any, payable shares only when the certificate or certificates evidencing shares of BSC Common Stock shall have been so surrendered (or in lieu of fractional shares pursuant to Section 1.15(g), to be mailed (or made available for collection by hand if so elected by the surrendering holder) within five business days of receipt thereof, and the Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of shares of Cornerstone Common Stock or Cornerstone 7% Preferred Stock which is not registered such certificates in the transfer records case of Cornerstonelost, payment stolen, destroyed or mislaid certificates, upon execution of such documentation as may be made to a person other than the person in whose name the Certificate so surrendered is registered if reasonably required by Exchange Agent) and thereupon any such Certificate dividends and distributions shall be properly endorsed or otherwise be in proper form for transfer and the person requesting such payment either shall pay any transfer or other taxes required by reason of such payment being made to a person other than the registered holder of such Certificate or establish to the satisfaction of EOP that such tax or taxes have been paid or are not applicable. Until surrendered as contemplated by this Section 1.15, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Considerationpaid, without interest, into which the shares of Cornerstone Common Stock or Cornerstone 7% Preferred Stock heretofore represented by such Certificate shall have been converted pursuant to Section 1.10, and any dividends or other distributions to which such holder is entitled pursuant to Section 1.15(d). No interest will be paid or will accrue on the Merger Consideration upon the surrender of any Certificate or on any cash payable pursuant to Section 1.15(d) or Section 1.15(g). EOP or the Exchange Agent, as applicable, shall be entitled, in its sole and absolute discretion, to deduct and withhold from the cash or EOP Common Shares, or any combination thereof, that otherwise is payable pursuant to this Agreement to any holder of shares of Cornerstone Common Stock or Cornerstone 7% Preferred Stock such amounts as EOP 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, PROVIDED THAT in determining whether withholding under Section 1445 of the Code is required, EOP shall take into account (and shall request the Exchange Agent to take into account) Section 1445(b)(6) of the Code and Treasury Regulations Section 1.1445-2(c)(2). For this purpose, any EOP Common Shares deducted and withheld by EOP shall be valued at the last trading price of the EOP Common Shares on the New York Stock Exchange on the Effective Date of the Merger. To the extent that amounts are so withheld by EOP or the Exchange Agent, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the holder entitled thereto subject however to the operation of the shares of Cornerstone Common Stock any applicable escheat or Cornerstone 7% Preferred Stock, as applicable, in respect of which such deduction and withholding was made by EOP or the Exchange Agentsimilar laws relating to unclaimed funds.

Exchange Procedure. As soon Section 3.1 Exchange of Shares of PKLB Common, Class A Preferred and Class B Preferred. (a) Prior to the Effective Time, MergerCo shall appoint a bank or trust company reasonably acceptable to the Company to act as reasonably practicable exchange agent (the "Exchange Agent"). At or prior to the Effective Time, MergerCo shall deposit, or MergerCo shall otherwise take all steps necessary to cause to be deposited, with the Exchange Agent in an account (the "Exchange Fund") the aggregate Merger Consideration to which holders of shares of PKLB Common, Class A Preferred and Class B Preferred shall be entitled at the Effective Time pursuant to Sections 2.2(a), 2.3(a) and 2.4(a). (b) Promptly after the Effective Time, EOP MergerCo shall use commercially reasonable efforts to cause the Exchange Agent to mail to to: (i) each record holder of record of a Certificate or Certificates which certificates that immediately prior to the Effective Time represented outstanding shares of Cornerstone PKLB Common Stock (other than to holders of Cornerstone the "Common Stock who previously surrendered with their Forms of Election their Certificates for Cornerstone Common Stock) or Cornerstone 7% Preferred Stock Certificate whose shares were converted into the right to receive the Merger Consideration pursuant to Section 1.10Certificates"), (iii) each record holder of certificates that immediately prior to the Effective Time represented shares of Class A Preferred (the "Class A Certificates"), and (iii) each record holder of certificates that immediately prior to the Effective Time represented shares of Class B Preferred (the "Class B Certificates", and, collectively with the Common Certificates and the Class A Certificates, the "Certificates"), a form of letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Exchange Agent. (c) To the extent that Common Certificates are delivered by any Shareholder to the Exchange Agent, duly endorsed, the Exchange Agent shall promptly, and in no event later than five (5) business days, deliver to any such holder certificates registered in the name of the holder representing the Parent Common to which the Common Certificates entitle him or her under the terms of this Agreement. Upon such delivery such Common Certificate shall forthwith be canceled. (d) To the extent that Class A Certificates are delivered by any Shareholder to the Exchange Agent, duly endorsed, the Exchange Agent shall promptly, and in a form no event later than five (5) business days, deliver to any such holder the Note registered in the name of such holder in the amount to which the Class A Certificates entitle such holder under this Agreement. Upon such delivery such Class A Certificate shall forthwith be canceled. (e) To the extent that Class B Certificates are delivered by any Shareholder to the Exchange Agent, duly endorsed, the Exchange Agent shall promptly, and have in no event later than five (5) business days, deliver to any such other provisions as EOP may reasonably specifyholder the Class B Consideration to which the Class B Certificates entitle him or her under the terms of this Agreement. Upon such delivery such Class B Certificate shall forthwith be canceled. (f) From and after the Effective Time until surrendered in accordance with paragraphs (c), (d) and (iie) instructions above, each Certificate shall represent solely the right to receive the Merger Consideration relating thereto. Except for use in effecting interest paid or accured on the surrender of Notes pursuant to the Certificates in exchange for terms thereof, no interest or dividends shall be paid or accrued on the Merger Consideration. To the extent not previously surrendered with a Form of Election, upon surrender of a Certificate for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by EOP, together with such letter of transmittal, duly executed, and such other documents as may reasonably be required by the Exchange Agent, the holder of such Certificate shall be entitled to receive in exchange therefor If the Merger Consideration into which the shares of Cornerstone Common Stock (or Cornerstone 7% Preferred Stock, as applicable, theretofore represented by such Certificate shall have been converted pursuant to Section 1.10, together with any dividends or other distributions to which such holder portion thereof) is entitled pursuant to Section 1.15(d) and cash, if any, payable in lieu of fractional shares pursuant to Section 1.15(g), to be mailed (or made available for collection by hand if so elected by the surrendering holder) within five business days of receipt thereof, and the Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of shares of Cornerstone Common Stock or Cornerstone 7% Preferred Stock which is not registered in the transfer records of Cornerstone, payment may be made delivered to a any person other than the person in whose name the Certificate surrendered therefor is registered, it shall be a condition to the right to receive such Merger Consideration 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 requesting surrendering such payment either Certificate shall pay to the Exchange Agent any transfer or other taxes required by reason of such the payment being made of the Merger Consideration to a person other than the registered holder of such the Certificate surrendered, or shall establish to the satisfaction of EOP the Exchange Agent that such tax or taxes have has been paid or are is not applicable. Until surrendered as contemplated by this Section 1.15, each Certificate shall be deemed at any time . (g) Promptly following the date which is 180 days after the Effective Time Time, the Exchange Agent shall deliver to represent only the right Surviving Corporation all cash, certificates representing Parent Common, Notes, Class B Consideration, surrendered Certificates and other documents in its possession relating to the Transactions, and the Exchange Agent's duties shall terminate. Thereafter, each holder of any Certificate may surrender such Certificate to the Surviving Corporation and (subject to applicable abandoned property, escheat and similar laws) receive upon such surrender in consideration therefor the Merger ConsiderationConsideration relating thereto without any interest or dividends thereon. (h) After the Effective Time, without interest, into which there shall be no transfers on the stock transfer books of the Surviving Corporation of any shares of Cornerstone Common Stock PKLB Common, Class A Preferred or Cornerstone 7% Class B Preferred Stock heretofore represented by such which were outstanding immediately prior to the Effective Time. If, after the Effective Time, Certificates formerly representing shares of PKLB Common, Class A Preferred or Class B Preferred are presented to the Surviving Corporation or the Exchange Agent, they shall be surrendered and canceled in return for the payment of the Merger Consideration relating thereto, as provided in this Article III. (i) None of MergerCo, the Company or the Exchange Agent shall be liable to any person in respect of any cash from the Exchange Fund delivered to a public official in good faith pursuant to any applicable abandoned property, escheat or similar law. (j) If any Certificate shall have been converted lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming such Certificate to be lost, stolen or destroyed and, if required by the Surviving Corporation, the provision of reasonable and customary indemnity against any claim that may be made against it with respect to such Certificate, the Exchange Agent shall issue in exchange for such lost, stolen or destroyed Certificate the Merger Consideration payable to such person pursuant to Section 1.10this Agreement. (k) No certificates or scrip representing fractional shares of Parent Common shall be issued in the Merger and no holder of any such fractional share interest shall be entitled to vote, and to receive any dividends or other distributions to which such holder is entitled pursuant to Section 1.15(d). No interest will be paid or will accrue declared on Parent Common, or to exercise any other rights as a shareholder of Parent with respect to such fractional share interest. Each holder of PKLB Common or Class B Preferred who would otherwise be entitled to receive a fractional share of Parent Common in exchange for such holders' PKLB Common or Class B Preferred in the Merger Consideration upon the surrender of any Certificate or on any cash payable pursuant to Section 1.15(d) or Section 1.15(g). EOP or the Exchange Agent, as applicable, shall be entitled, upon surrender of Certificates representing PKLB Common or Class B Preferred in its sole and absolute discretionaccordance with this Section 3.1, to receive in lieu of ----------- such fractional share an amount in cash equal to the amount of such fraction multiplied by the average of the closing prices for Parent Common as reported by Nasdaq for the ten (10) trading days ending on the last trading day immediately prior to the Effective Time. (l) The Surviving Corporation shall be entitled to deduct and withhold from the cash or EOP Common Shares, or any combination thereof, that Merger Consideration otherwise is payable pursuant to this Agreement to any holder of shares of Cornerstone Common Stock PKLB Common, Class A Preferred, or Cornerstone 7% Class B Preferred Stock such amounts as EOP or the Exchange Agent Surviving Corporation is required to deduct and withhold with respect to the making of such payment under the Internal Revenue Code of 1986, as amended (the "Code"), or under any provision of state, local or foreign tax law, PROVIDED THAT in determining whether withholding under Section 1445 of the Code is required, EOP shall take into account (and shall request the Exchange Agent to take into account) Section 1445(b)(6) of the Code and Treasury Regulations Section 1.1445-2(c)(2). For this purpose, any EOP Common Shares deducted and withheld by EOP shall be valued at the last trading price of the EOP Common Shares on the New York Stock Exchange on the Effective Date of the Merger. To the extent that amounts are so withheld by EOP or the Exchange AgentSurviving Corporation, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the holder of the shares of Cornerstone Common Stock PKLB Common, Class A Preferred, or Cornerstone 7% Class B Preferred Stock, as applicable, in with respect of to which such deduction and withholding was made by EOP or the Exchange AgentSurviving Corporation.

Exchange Procedure. As soon as reasonably practicable after the Effective Time, EOP ▇▇▇▇-▇▇▇▇ shall use commercially reasonable efforts to cause the Exchange Agent to mail to each holder of record of a Certificate or Certificates which immediately prior to the Effective Time represented outstanding shares of Cornerstone ▇▇▇▇▇▇▇▇ Common Stock (other than to holders of Cornerstone Common Stock who previously surrendered with their Forms of Election their Certificates for Cornerstone Common Stock) or Cornerstone 7% Shares and ▇▇▇▇▇▇▇▇ Series A Preferred Stock Certificate Shares whose shares were converted pursuant to Section 1.12 into the right to receive the Merger Consideration pursuant to Section 1.10, (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 Exchange Agent and shall be in a form and have such other provisions as EOP ▇▇▇▇-▇▇▇▇ may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the Merger Consideration. To the extent not previously surrendered with a Form of Election, upon Upon surrender of a Certificate for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by EOP▇▇▇▇-▇▇▇▇, together with such letter of transmittal, duly executed, and such other documents as may reasonably be required by the Exchange Agent, the holder of such Certificate shall be entitled to receive in exchange therefor the Merger Consideration into which the shares of Cornerstone ▇▇▇▇▇▇▇▇ Common Stock Shares or Cornerstone 7% ▇▇▇▇▇▇▇▇ Series A Preferred StockShares, as applicable, theretofore represented by such Certificate shall have been converted pursuant to Section 1.101.12, together with any dividends or other distributions to which such holder is entitled pursuant to Section 1.15(d) 1.16(d), and cash, if any, payable in lieu of fractional shares pursuant to Section 1.15(g1.16(g), to be mailed (or made available for collection by hand if so elected by the surrendering holder) within five business days of receipt thereof, and the Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of shares of Cornerstone ▇▇▇▇▇▇▇▇ Common Stock Shares or Cornerstone 7% ▇▇▇▇▇▇▇▇ Series A Preferred Stock Shares which is not registered in the transfer records of Cornerstone▇▇▇▇▇▇▇▇, 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 either shall pay any transfer or other taxes required by reason of such payment being made to a person other than the registered holder of such Certificate or establish to the satisfaction of EOP ▇▇▇▇-▇▇▇▇ that such tax or taxes have been paid or are not applicable. Until surrendered as contemplated by this Section 1.151.16, 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 Cornerstone ▇▇▇▇▇▇▇▇ Common Stock Shares or Cornerstone 7% ▇▇▇▇▇▇▇▇ Series A Preferred Stock heretofore Shares, as applicable, theretofore represented by such Certificate shall have been converted pursuant to Section 1.101.12, and any dividends or other distributions to which such holder is entitled pursuant to Section 1.15(d1.16(d). No interest will be paid or will accrue on the Merger Consideration upon the surrender of any Certificate or on any cash payable pursuant to Section 1.15(d1.16(d) or Section 1.15(g1.16(g). EOP or the Exchange Agent, as applicable, shall be entitled, in its sole and absolute discretion, to deduct and withhold from the cash or EOP Common Shares, or any combination thereof, that otherwise is payable pursuant to this Agreement to any holder of shares of Cornerstone Common Stock or Cornerstone 7% Preferred Stock such amounts as EOP 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, PROVIDED THAT in determining whether withholding under Section 1445 of the Code is required, EOP shall take into account (and shall request the Exchange Agent to take into account) Section 1445(b)(6) of the Code and Treasury Regulations Section 1.1445-2(c)(2). For this purpose, any EOP Common Shares deducted and withheld by EOP shall be valued at the last trading price of the EOP Common Shares on the New York Stock Exchange on the Effective Date of the Merger. To the extent that amounts are so withheld by EOP or the Exchange Agent, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the holder of the shares of Cornerstone Common Stock or Cornerstone 7% Preferred Stock, as applicable, in respect of which such deduction and withholding was made by EOP or the Exchange Agent.

Exchange Procedure. As soon as reasonably practicable after the Effective Timedate hereof but in no event later than the tenth business day prior to the anticipated Closing Date (as mutually and reasonably determined by Parent and the Company), EOP Parent shall use commercially reasonable efforts to cause the Exchange Paying Agent to mail to each holder of record of a Certificate or Certificates which immediately prior to the Effective Time represented outstanding shares of Cornerstone Common Stock (other than to holders of Cornerstone Common Stock who previously surrendered with their Forms of Election their Certificates for Cornerstone Common Stock) or Cornerstone 7% Preferred Stock Certificate whose shares were converted into the right to receive the Merger Consideration pursuant to Section 1.10, (i) a form of letter of transmittal (which the "Letter of Transmittal") (that shall (A) 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 Exchange Paying Agent and shall (B) be in a customary form reasonably acceptable to the Company and Parent with no representations or warranties or indemnities from holders of shares of Company Common Stock, Company Preferred Stock, Company Options or Company Warrants other than customary representations and warranties from such holders with respect to ownership of such stock, warrants or options and the right to sell such stock, warrants or options, and (C) have such other provisions as EOP Parent and the Company may reasonably specify) ), and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the Merger Considerationamount of cash such holder shall be entitled to receive pursuant to Section 2.7(c) and Section 2.9. To the extent not previously surrendered with a Form of Election, upon Upon surrender of a Certificate for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by EOPPaying Agent, together with such letter Letter of transmittalTransmittal, duly completed and validly executed, and such other documents as may reasonably be required by the Exchange AgentPaying Agent consistent with this Section 2.8(b), the holder of such Certificate shall be entitled to receive in exchange therefor the Merger Consideration amount of cash into which the shares of Cornerstone Common Stock shares, options or Cornerstone 7% Preferred Stock, as applicable, theretofore warrants formerly represented by such Certificate shall have been converted pursuant to Section 1.10, together with any dividends or other distributions to which such holder is entitled pursuant to Section 1.15(d2.7(c) and cash, if any, payable in lieu of fractional shares pursuant to Section 1.15(g), to be mailed (or made available for collection by hand if so elected by the surrendering holder) within five business days of receipt thereof2.9, and the Certificate so surrendered shall forthwith be canceledcancelled. Parent's agreement with the Paying Agent shall provide that, upon surrender of a Certificate for cancellation to the Paying Agent, any holder of shares of Company Common Stock (including shares issuable upon the exercise of Company Options and Company Warrants) and Company Preferred Stock shall be entitled to receive payment of (1) the amount of cash such holder shall be entitled to receive pursuant to Section 2.7(c) in respect of the shares of Company Common Stock and Company Preferred Stock, and (2) the amount of cash such holder shall be entitled to receive pursuant to Section 2.9 in respect of any Company Options and Company Warrants, in each case, held by them on the Closing Date, in each case, by check or, at such holder's request, by wire transfer of immediately available funds to the account(s) designated by such stockholder on the earlier of (X) the Closing Date, if such holder surrendered such Certificate to the Paying Agent on or prior to 11:00 a.m. New York City time on the Closing Date, and (Y) the first business day after such delivery, if such delivery is made after such time. In the event of a transfer of ownership of shares of Cornerstone Company Common Stock Stock, Company Preferred Stock, Company Options or Cornerstone 7% Preferred Stock which Company Warrants that is not registered in the stock transfer records books of Cornerstonethe 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 if such Certificate shall be properly endorsed or otherwise be in proper form for transfer transfer, and the person Person requesting such payment either shall pay any transfer or other taxes required by reason of such the payment being made to a person Person other than the registered holder of such Certificate or establish to the satisfaction of EOP Parent that such tax or taxes have has been paid or are is not applicable. Until surrendered as contemplated by this Section 1.15, 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 Cornerstone Common Stock or Cornerstone 7% Preferred Stock heretofore represented by such Certificate shall have been converted pursuant to Section 1.10, and any dividends or other distributions to which such holder is entitled pursuant to Section 1.15(d). No interest will shall be paid or will shall accrue on the Merger Consideration cash payable upon the surrender of any Certificate or on any cash payable pursuant to Section 1.15(d) or Section 1.15(g). EOP or the Exchange Agent, as applicable, shall be entitled, in its sole and absolute discretion, to deduct and withhold from the cash or EOP Common Shares, or any combination thereof, that otherwise is payable pursuant to this Agreement to any holder of shares of Cornerstone Common Stock or Cornerstone 7% Preferred Stock such amounts as EOP 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, PROVIDED THAT in determining whether withholding under Section 1445 of the Code is required, EOP shall take into account (and shall request the Exchange Agent to take into account) Section 1445(b)(6) of the Code and Treasury Regulations Section 1.1445-2(c)(2). For this purpose, any EOP Common Shares deducted and withheld by EOP shall be valued at the last trading price of the EOP Common Shares on the New York Stock Exchange on the Effective Date of the Merger. To the extent that amounts are so withheld by EOP or the Exchange Agent, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the holder of the shares of Cornerstone Common Stock or Cornerstone 7% Preferred Stock, as applicable, in respect of which such deduction and withholding was made by EOP or the Exchange AgentCertificate.

Exchange Procedure. As soon as reasonably practicable after the Effective Time, EOP Horizon OP and Sun shall use commercially reasonable efforts to cause the Exchange Agent Agent, no later than the fifth business day after the Closing Date, to mail to each holder of record of a Certificate or Certificates which immediately prior to the REIT Merger Effective Time represented outstanding shares of Cornerstone Common Stock (other than to holders of Cornerstone Common Stock who previously surrendered with their Forms of Election their Certificates for Cornerstone Common Stock) Class A EPS or Cornerstone 7% Preferred Stock Certificate whose shares were converted into the right to receive the Merger Consideration pursuant to Section 1.10, Paired 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 delivery of the Certificates to the Exchange Agent and shall be in a form and have such other provisions as EOP Horizon OP and Sun may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the REIT Merger ConsiderationConsideration and a certificate representing the Sun Common Share Amount, as applicable, together with any dividends or distributions to which such holder is entitled pursuant to Section 1.9(d) and cash, if any, payable in lieu of fractional shares pursuant to Section 1.9(g). To the extent not previously surrendered with a Form of Election, upon Upon surrender of a Certificate for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by EOPAgent, together with such letter of transmittal, duly executed, and such other documents as may reasonably be required by the Exchange Agent, (i) the holder of such Certificate shall be entitled to receive in exchange therefor the REIT Merger Consideration into which the shares of Cornerstone Common Stock Class A EPS or Cornerstone 7% Preferred Stock, as applicable, Class B Shares theretofore represented by such Certificate shall have been converted pursuant to Section 1.101.6(a), together with any dividends or other distributions to which such holder is entitled pursuant to Section 1.15(d1.9(d) and cash, if any, payable in lieu of fractional shares pursuant to Section 1.15(g1.9(g) and, in the case of Certificates for Paired Shares, a certificate representing the number of shares of Sun Common Stock equal to the number of shares of Sun Common Stock represented by such Certificate prior to the REIT Merger Effective Time (the “Sun Common Share Amount”), (ii) Horizon OP and Sun shall use commercially reasonable efforts to be mailed cause the Exchange Agent to mail (or made make available for collection by hand if so elected by the surrendering holder) such amount to such holder within five (5) business days of after receipt thereof, thereof and (iii) the Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of shares of Cornerstone Common Stock Class A EPS or Cornerstone 7% Preferred Stock Paired Shares which is not registered in the transfer records of CornerstoneSun or Trust, as applicable, payment of the REIT Merger Consideration or issuance of the Sun Common Share Amount, as applicable, 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 or issuance either shall pay any transfer or other taxes Taxes required by reason of such payment or issuance being made to a person Person other than the registered holder of such Certificate or establish to the satisfaction of EOP Sun or Horizon OP, as applicable, that such tax or taxes Taxes have been paid or are not applicable. Until surrendered as contemplated by this Section 1.151.9, each Certificate shall be deemed at any time after the REIT Merger Effective Time to represent only the right to receive upon such surrender the REIT Merger Consideration, without interest, Consideration into which the shares of Cornerstone Common Stock Class A EPS or Cornerstone 7% Preferred Stock Class B Shares heretofore represented by such Certificate shall have been converted pursuant to Section 1.101.6(a), and any dividends or other distributions to which such holder is entitled pursuant to Section 1.15(d1.9(d), any cash payable in lieu of fractional shares pursuant to Section 1.9(g) and, if applicable, the Sun Common Share Amount. No interest will be paid or will accrue on the REIT Merger Consideration upon the surrender s urrender of any Certificate or on any cash payable pursuant to Section 1.15(d1.9(d) or Section 1.15(g1.9(g). EOP or the The Exchange Agent, as applicable, Agent shall be entitled, in its sole and absolute discretion, subject to Section 1.9(f), to deduct and withhold from the cash cash, Horizon Common Stock or EOP Sun Common SharesStock, or any combination thereof, that otherwise is payable or issuable pursuant to this Agreement to any holder of shares of Cornerstone Common Stock one or Cornerstone 7% Preferred Stock more Certificates such amounts as EOP or the Exchange Agent is are required to deduct be deducted and withhold withheld with respect to the making of such payment under the Code or under any provision of stateTax Law; provided that, local notwithstanding anything in this Section 1.9(c) to the contrary, no deduction or foreign withholding shall be made under any provision of Tax Law, including under Section 1445 of the Code, from any payments made to a Seller or any Subsidiary thereof unless (i) in the case of any deduction or withholding other than under Section 1445 of the Code, Horizon OP shall have furnished Sun, no later than fifteen (15) days prior to the applicable payment date, with a written notice referring to this Section 1.9(c) and describing the approximate amount of the deduction or withholding to be made (it being agreed that, in the event of any such written notice and with respect to such deduction or withholding, (x) Sun and Horizon OP shall promptly enter into discussions in good faith to determine if applicable circumstances permit the lack of such deduction or withholding and (y) to the extent Horizon OP determines in good faith that such deduction or withholding is required, and Sun determines in good faith that such deduction or withholding is not required, there shall be no such deduction or withholding upon an agreement by Sun in writing to indemnify Horizon OP against any such deduction, withholding, interest, penalties and expenses that subsequently becomes borne, as a result of a challenge by the applicable tax lawauthority, PROVIDED THAT by Horizon OP or its Affiliates) or (ii) in determining whether the case of any deduction or withholding under Section 1445 of the Code is requiredCode, EOP shall take into account (and shall request such Seller fails to furnish Horizon OP with an affidavit as contemplated by Section 2.4(a)(vi) of this Agreement. Any amounts so deducted or withheld by the Exchange Agent to take into account) Section 1445(b)(6) of the Code and Treasury Regulations Section 1.1445-2(c)(2). For this purpose, any EOP Common Shares deducted and withheld by EOP shall be valued at the last trading price of the EOP Common Shares on the New York Stock Exchange on the Effective Date of the Merger. To the extent that amounts are so withheld by EOP or the Exchange Agent, such withheld amounts shall be treated for all purposes of this Agreement as having been paid or issued to the holder of the shares of Cornerstone Common Stock or Cornerstone 7% Preferred Stock, as applicable, Certificates in respect of which such deduction and withholding was made by EOP or the Exchange Agent.

Exchange Procedure. As soon as reasonably practicable (a) On the Closing Date, MacroPore shall deposit with its transfer agent for exchange in accordance with this Article II, the Merger Shares and cash in an amount sufficient to permit the payment of cash in lieu of fractional shares pursuant to Section 2.6(f) (b) Promptly after the Effective Time, EOP MacroPore shall use commercially reasonable efforts to cause the Exchange Agent to mail to each holder of record of a Certificate certificate or Certificates certificates which immediately prior to the Effective Time represented outstanding shares of Cornerstone Common Outstanding StemSource Stock (other than to holders of Cornerstone Common the "Stock who previously surrendered with their Forms of Election their Certificates for Cornerstone Common StockCertificates") or Cornerstone 7% Preferred Stock Certificate whose shares were are being converted into the right to receive the Merger Consideration Shares pursuant to Section 1.102.6(a) hereof (less any amount held in escrow pursuant to Section 2.9 hereof), (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Stock Certificates shall pass, only upon delivery of the Stock Certificates to the Exchange Agent MacroPore and which shall be in a such form and have such other provisions as EOP MacroPore may reasonably specify, including appropriate investment representations) (the "Letter of Transmittal") and (ii) instructions for use in effecting the surrender of the Stock Certificates in exchange for the Merger ConsiderationShares (less any amount held in escrow pursuant to Section 2.9 hereof). To the extent not previously surrendered with a Form of Election, upon Upon surrender of a Stock Certificate for cancellation to the Exchange Agent MacroPore or to such other agent or agents as may be appointed by EOPMacroPore, together with such letter of transmittal, transmittal duly executed, and such other documents as may reasonably be required by the Exchange Agent, the holder of such Stock Certificate shall be entitled to receive in exchange therefor therefor, the Merger Consideration into which the shares of Cornerstone Common Stock or Cornerstone 7% Preferred Stock, as applicable, theretofore represented by such Certificate shall have been converted Shares (less any amount held in escrow pursuant to Section 1.10, together with any dividends or other distributions 2.9 hereof) to which such the holder of Outstanding StemSource Stock is entitled pursuant to Section 1.15(d2.6(a) and cash, if any, payable in lieu of fractional shares pursuant to Section 1.15(g), to be mailed (or made available for collection by hand if so elected by the surrendering holder) within five business days of receipt thereof, and the hereof. The Stock Certificate so surrendered shall forthwith be canceled. In From and after the event of a transfer of ownership of shares of Cornerstone Common Stock or Cornerstone 7% Preferred Stock which is not registered in the transfer records of CornerstoneEffective Time, 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 either shall pay any transfer or other taxes required by reason of such payment being made to a person other than the registered holder of such Certificate or establish to the satisfaction of EOP that such tax or taxes have been paid or are not applicable. Until until surrendered as contemplated by this Section 1.152.8, each Stock Certificate shall be deemed at any time after for all corporate purposes to evidence the Effective Time to represent only the right to receive upon such surrender amount of the Merger Consideration, without interest, Shares into which the shares of Cornerstone Common Outstanding StemSource Stock or Cornerstone 7% Preferred Stock heretofore represented by such Stock Certificate shall have been converted converted. Notwithstanding the foregoing, with respect to a holder of Outstanding StemSource Stock who surrenders one or more Stock Certificates duly endorsed in blank (or duly executed stock powers) and a spousal consent (if applicable) at the Closing, MacroPore shall issue to such holder, within ten (10) Business Days following the Closing Date, the Merger Shares (less any amount held in escrow pursuant to Section 1.10, and any dividends or other distributions 2.9 hereof) to which such holder of Outstanding StemSource Stock is entitled pursuant to Section 1.15(d). No interest will be paid or will accrue on the 2.6(a) hereof. (c) The Merger Consideration Shares delivered upon the surrender for exchange of shares of Outstanding StemSource Stock in accordance with the terms hereof shall be deemed to have been delivered in full satisfaction of all rights pertaining to such Outstanding StemSource Stock. There shall be no further registration of transfers on the stock transfer books of the Surviving Corporation of Outstanding StemSource Stock which were outstanding immediately prior to the Effective Time. If, after the Effective Time, Stock Certificates are presented to the Surviving Corporation for any Certificate reason, they shall be canceled and exchanged as provided in this Section 2.8, provided that the presenting holder is listed on StemSource's stockholder list as a holder of Outstanding StemSource Stock. (d) In the event that any Stock Certificates evidencing shares of Outstanding StemSource Stock shall have been lost, stolen or on any cash payable destroyed, MacroPore shall issue in exchange for such lost, stolen or destroyed Stock Certificates, upon the making of an affidavit of that fact by the holder thereof, such Merger Shares as may be required pursuant to Section 1.15(d2.6(a) or Section 1.15(g). EOP or the Exchange Agenthereof; provided, as applicablehowever, shall be entitledthat MacroPore may, in its sole discretion and absolute discretionas a condition precedent to the issuance thereof, require the owner of such lost, stolen or destroyed Stock Certificates to deduct and withhold from deliver a bond in such sum as it may reasonably direct as indemnity against any claim that may be made against MacroPore with respect to the cash Stock Certificates alleged to have been lost, stolen or EOP Common Sharesdestroyed. (e) Notwithstanding anything to the contrary in this Section 2.8, none of the MacroPore, the Surviving Corporation or any combination thereof, that otherwise is payable pursuant party hereto shall be liable to this Agreement to any a holder of shares of Cornerstone Common Outstanding StemSource Stock or Cornerstone 7% Preferred Stock such amounts as EOP or the Exchange Agent is required to deduct and withhold with respect to the making of such payment under the Code or under for any provision of state, local or foreign tax law, PROVIDED THAT in determining whether withholding under Section 1445 of the Code is required, EOP shall take into account (and shall request the Exchange Agent to take into account) Section 1445(b)(6) of the Code and Treasury Regulations Section 1.1445-2(c)(2). For this purpose, any EOP Common Shares deducted and withheld by EOP shall be valued at the last trading price of the EOP Common Shares on the New York Stock Exchange on the Effective Date of the Merger. To the extent that amounts are so withheld by EOP or the Exchange Agent, such withheld amounts shall be treated for all purposes of this Agreement as having been amount properly paid to the holder of the shares of Cornerstone Common Stock a public official pursuant to any applicable abandoned property, escheat or Cornerstone 7% Preferred Stock, as applicable, in respect of which such deduction and withholding was made by EOP or the Exchange Agentsimilar law.

Exchange Procedure. As soon as reasonably practicable after the Effective Timedate of this Agreement, EOP the Company shall use commercially reasonable efforts to cause the Exchange Agent to mail send to each holder of record of a Certificate or Certificates which immediately prior to the Effective Time represented outstanding shares of Cornerstone Common Stock (other than to holders of Cornerstone Common Stock who previously surrendered with their Forms of Election their Certificates for Cornerstone Common Stock) or Cornerstone 7% Preferred Stock Certificate whose shares were converted into the right to receive the Merger Consideration pursuant to Section 1.10, (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 Exchange Agent and shall be in a customary form and have such other provisions as EOP Parent may reasonably specify) and ), (ii) instructions for use in effecting the surrender of the Certificates in exchange for the Merger Consideration, (iii) the Information Statement (as defined in Clause 5.1(a)), (iv) the Shareholders Agreement, (v) the Merger Agreement, (vi) a waiver of registration rights under the Registration Rights Agreements (as defined in Clause 3.1(u)) (vii) the Escrow Agreement (as defined in Clause 5.13), and (viii) a Written Consent in Lieu of a Shareholders Meeting Solicitation (the "WRITTEN CONSENT SOLICITATION"). To Each holder of any Company Common Stock that has been converted into the extent not previously surrendered with a Form of Electionright to receive the Merger Consideration shall, upon surrender of a Certificate for cancellation cancelation to the Exchange Agent or to such other agent or agents as may be appointed by EOPParent, together with such letter of transmittal, Shareholders Agreement, Escrow Agreement, and the waiver of registration rights under the Registration Rights Agreement, each duly completed and validly executed, and such other documents as may reasonably be required by the Exchange Agent, the holder of such Certificate shall be entitled to receive in exchange therefor the number of whole Parent Shares included in the Merger Consideration into which the shares in respect of Cornerstone such Company Common Stock or Cornerstone 7% Preferred Stock, as applicable, theretofore represented by such Certificate shall have been converted pursuant to Section 1.10, together with any dividends or other distributions to which such holder is entitled pursuant to Section 1.15(d) and cash, if any, payable in lieu of fractional shares pursuant to Section 1.15(g), to be mailed (or made available for collection by hand if so elected by the surrendering holder) within five business days of receipt thereof, and the Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of shares of Cornerstone Common Stock or Cornerstone 7% Preferred Stock which is not registered in the transfer records of Cornerstone, payment may No Parent Shares are to 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 either shall pay any transfer or other taxes required by reason of such payment being made issued to a person other than the registered holder of such the Company Common Stock represented by a Certificate or establish to the satisfaction of EOP that such tax or taxes have been paid or are not applicable. Until Certificates surrendered as contemplated by this Section 1.15, 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 Cornerstone Common Stock or Cornerstone 7% Preferred Stock heretofore represented by such Certificate shall have been converted pursuant to Section 1.10, and any dividends or other distributions to which such holder is entitled pursuant to Section 1.15(d). No interest will be paid or will accrue on the Merger Consideration upon the surrender of any Certificate or on any cash payable pursuant to Section 1.15(d) or Section 1.15(g). EOP or the Exchange Agent, as applicable, shall be entitled, in its sole and absolute discretion, to deduct and withhold from the cash or EOP Common Shares, or any combination thereof, that otherwise is payable pursuant to this Agreement to any holder of shares of Cornerstone Common Stock or Cornerstone 7% Preferred Stock such amounts as EOP 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, PROVIDED THAT in determining whether withholding under Section 1445 of the Code is required, EOP shall take into account (and shall request the Exchange Agent to take into account) Section 1445(b)(6) of the Code and Treasury Regulations Section 1.1445-2(c)(2). For this purpose, any EOP Common Shares deducted and withheld by EOP shall be valued at the last trading price of the EOP Common Shares on the New York Stock Exchange on the Effective Date of the Merger. To the extent that amounts are so withheld by EOP or the Exchange Agent, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the holder of the shares of Cornerstone Common Stock or Cornerstone 7% Preferred Stock, as applicable, in respect of which such deduction and withholding was made by EOP or the Exchange Agentthereto.

Exchange Procedure. As soon as reasonably practicable after the ------------------ Effective Time, EOP Barcelo and the Surviving Corporation shall use commercially reasonable efforts to cause the Exchange Paying Agent to mail to each holder of record as of the Effective Time of a Certificate or Certificates Crestline Certificate, which immediately prior to the Effective Time represented outstanding shares of Cornerstone Crestline Common Stock (other than to holders of Cornerstone Common Stock who previously surrendered with their Forms of Election their Certificates for Cornerstone Common Stock) or Cornerstone 7% Preferred Stock Certificate and the associated Rights, whose shares were converted into the right to receive the Merger Consideration pursuant to Section 1.103.1, (i) a letter of transmittal (which shall specify that delivery shall be effectedeffective, and risk of loss and title to the Crestline Certificates shall pass, only upon delivery of the Crestline Certificates to the Exchange Paying Agent and shall be in a such form and have such other customary provisions as EOP the Surviving Corporation may reasonably specify) ), and (ii) instructions for use in effecting affecting the surrender of the Crestline Certificates in exchange for the Merger Consideration. To the extent not previously surrendered with a Form of Election, upon Upon surrender of a Crestline Certificate for cancellation to the Exchange Paying Agent or to such other agent or agents as may be appointed by EOPthe Surviving Corporation, together with such letter of transmittal, duly executed, and such other documents as may reasonably be required by the Exchange Paying Agent, the holder of such Crestline Certificate shall be entitled to receive in exchange therefor the Merger Consideration into which the shares of Cornerstone Crestline Common Stock or Cornerstone 7% Preferred Stock, as applicable, and the associated Rights theretofore represented by such Crestline Certificate shall have been converted pursuant to Section 1.10, together with any dividends or other distributions to which such holder is entitled pursuant to Section 1.15(d) and cash, if any, payable in lieu of fractional shares pursuant to Section 1.15(g), to be mailed (or made available for collection by hand if so elected by the surrendering holder) within five business days of receipt thereof3.1, and the Crestline Certificate so surrendered shall forthwith be canceledcancelled. In the event of a transfer of ownership of shares of Cornerstone such Crestline Common Stock or Cornerstone 7% Preferred Stock and the associated Rights which is not registered in the transfer records of CornerstoneCrestline, payment may be made to a person Person other than the person Person in whose name the Crestline Certificate so surrendered is registered registered, if such Crestline Certificate shall be properly endorsed or otherwise be in proper form for transfer and the person Person requesting such payment either shall pay any transfer or other taxes required by reason of such the payment being made to a person Person other than the registered holder of such Crestline Certificate or establish to the satisfaction of EOP the Surviving Corporation that such tax or taxes have has been paid or are is not applicable. Until surrendered as contemplated by this Section 1.153.2(b), each Crestline 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 Cornerstone Crestline Common Stock or Cornerstone 7% Preferred Stock heretofore and the associated Rights theretofore represented by such Crestline Certificate shall have been converted pursuant to Section 1.10, and any dividends or other distributions to which such holder is entitled pursuant to Section 1.15(d)3.1. No interest will be paid or will accrue on the Merger Consideration consideration payable upon the surrender of any Certificate or on any cash payable pursuant to Section 1.15(d) or Section 1.15(g). EOP or the Exchange Agent, as applicable, shall be entitled, in its sole and absolute discretion, to deduct and withhold from the cash or EOP Common Shares, or any combination thereof, that otherwise is payable pursuant to this Agreement to any holder of shares of Cornerstone Common Stock or Cornerstone 7% Preferred Stock such amounts as EOP 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, PROVIDED THAT in determining whether withholding under Section 1445 of the Code is required, EOP shall take into account (and shall request the Exchange Agent to take into account) Section 1445(b)(6) of the Code and Treasury Regulations Section 1.1445-2(c)(2). For this purpose, any EOP Common Shares deducted and withheld by EOP shall be valued at the last trading price of the EOP Common Shares on the New York Stock Exchange on the Effective Date of the Merger. To the extent that amounts are so withheld by EOP or the Exchange Agent, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the holder of the shares of Cornerstone Common Stock or Cornerstone 7% Preferred Stock, as applicable, in respect of which such deduction and withholding was made by EOP or the Exchange AgentCrestline Certificate.

Exchange Procedure. As soon as reasonably practicable after (a) At the Effective Time, EOP shall use commercially reasonable efforts to cause the Exchange Agent to mail to each holder holders of record of a Certificate or Certificates which immediately prior to the Effective Time represented outstanding shares of Cornerstone Company Common Stock (other than to holders of Cornerstone Common Stock who previously surrendered with their Forms of Election their Certificates for Cornerstone Common Stock) or Cornerstone 7% Preferred Stock Certificate whose shares were converted into the right to receive the Merger Consideration pursuant to Section 1.10, (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 Exchange Agent and shall be in a form and have such other provisions as EOP may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the Merger Consideration. To the extent not previously surrendered with a Form of Election, upon surrender of a Certificate for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by EOP, together with such letter of transmittal, duly executed, and such other documents as may reasonably be required by the Exchange Agent, the holder of such Certificate shall be entitled to receive in exchange therefor the Merger Cash Consideration into which the shares of Cornerstone Common Stock or Cornerstone 7% Preferred Stock, as applicable, theretofore represented by such Certificate shall have been converted pursuant to Section 1.10, together with any dividends or other distributions and Note Consideration to which such holder of Company Common Stock is entitled pursuant to Section 1.15(d) 2.6 above. It is specifically agreed and cash, if any, payable in lieu of fractional shares pursuant to Section 1.15(g), to be mailed (or made available for collection by hand if so elected understood by the surrendering holderparties that Stock Certificates are being held by the Shareholders' Lender but will be delivered by the Shareholders by no later than ten (10) within five business days of receipt thereof, the Closing Date and the Certificate provisions of Section 2.7(a) are subject to this qualification. The Stock Certificates so surrendered shall forthwith be canceled. In No interest will accrue or be paid to the event of a transfer of ownership of shares of Cornerstone Common Stock or Cornerstone 7% Preferred Stock which is not registered in the transfer records of Cornerstone, 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 either shall pay any transfer or other taxes required by reason of such payment being made to a person other than the registered holder of such Certificate or establish to any Company Common Stock. From and after the satisfaction of EOP that such tax or taxes have been paid or are not applicable. Until Effective Date, until surrendered as contemplated by this Section 1.152.7, each Stock Certificate shall be deemed for all corporate purposes to evidence the amount of the Cash Consideration and Note Consideration into which the Company Common Stock represented by such Stock Certificate have been converted. (b) Except for any payments required pursuant to Sections 2.6(d) or (e), the Cash Consideration and Note Consideration delivered upon the surrender for exchange of Company Common Stock in accordance with the terms hereof shall be deemed to have been delivered in full satisfaction of all rights pertaining to such Company Common Stock. There shall be no further registration of transfers on the stock transfer books of the Surviving Corporation of Company Common Stock which were outstanding immediately prior to the Effective Time. If, after the Effective Time, Stock Certificates are presented to the Surviving Corporation for any reason, they shall be canceled and exchanged as provided in this Section 2.7, provided that the presenting holder is listed on the Company's Shareholder list as a holder of Company Common Stock. (c) In the event that any Stock Certificates evidencing Company Common Stock shall have been lost, stolen or destroyed, the Parent shall pay in exchange for such lost, stolen or destroyed Stock Certificates, upon the making of an affidavit of that fact by the holder thereof, such Merger Consideration as may be required pursuant to Section 2.6 above; provided, however, that Parent may, in its discretion and as a condition precedent to the issuance thereof, require the owner of such lost, stolen or destroyed Stock Certificates to deliver a bond in such sum as it may reasonably direct as indemnity against any claim that may be made against Parent or the Exchange Agent with respect to the Stock Certificates alleged to have been lost, stolen or destroyed. Exhibit 10.30 (d) Notwithstanding anything to the contrary in this Section 2.7, none of the Surviving Corporation or any party hereto shall be liable to a holder of Company Common Stock for any amount properly paid to a public official pursuant to any applicable abandoned property, escheat or similar law. (e) Each of the Parent, Acquisition Co. and the Company will take all such reasonable and lawful acts as may be necessary or desirable in order to effectuate the Merger in accordance with this Agreement as promptly as possible. If, 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 Cornerstone Common Stock or Cornerstone 7% Preferred Stock heretofore represented by such Certificate shall have been converted pursuant to Section 1.10, and any dividends or other distributions to which such holder is entitled pursuant to Section 1.15(d). No interest will be paid or will accrue on the Merger Consideration upon the surrender of any Certificate or on any cash payable pursuant to Section 1.15(d) or Section 1.15(g). EOP or the Exchange Agent, as applicable, shall be entitled, in its sole and absolute discretion, to deduct and withhold from the cash or EOP Common Shares, or any combination thereof, that otherwise is payable pursuant to this Agreement to any holder of shares of Cornerstone Common Stock or Cornerstone 7% Preferred Stock such amounts as EOP 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, PROVIDED THAT in determining whether withholding under Section 1445 of the Code is required, EOP shall take into account (and shall request the Exchange Agent to take into account) Section 1445(b)(6) of the Code and Treasury Regulations Section 1.1445-2(c)(2). For this purposeTime, any EOP Common Shares deducted and withheld by EOP shall be valued at further action is necessary or desirable to carry out the last trading price of the EOP Common Shares on the New York Stock Exchange on the Effective Date of the Merger. To the extent that amounts are so withheld by EOP or the Exchange Agent, such withheld amounts shall be treated for all purposes of this Agreement as having been paid and to vest the holder Surviving Corporation with full right, title and possession to all assets, property, rights, privileges, powers and franchises of the shares Company, the officers and directors of Cornerstone Common Stock the Company and Acquisition Co. are fully authorized in the name of the respective corporations or Cornerstone 7% Preferred Stockotherwise to take, and will take, all such lawful and necessary action so long as applicable, in respect of which such deduction and withholding was made by EOP or the Exchange Agentaction is not inconsistent with this Agreement.

Exchange Procedure. As soon as reasonably practicable after the Effective TimeTime (but in any event no later than two (2) Business Days after the date on which the Effective Time occurs), EOP the Parent shall use commercially reasonable efforts to cause the Exchange Paying Agent to mail to each record holder of, as of record of a Certificate the Effective Time, (i) an outstanding certificate or Certificates certificates which immediately prior to the Effective Time represented outstanding shares of Cornerstone Common Stock (other than to holders the “Certificates”) or (ii) non-certificated shares of Cornerstone Common Stock who previously surrendered with their Forms of Election their Certificates for Cornerstone Common Stock) or Cornerstone 7% Preferred Stock Certificate whose shares were converted into represented by book-entry (the right to receive the Merger Consideration pursuant to Section 1.10, “Book-Entry Shares”): (iA) a form of letter of transmittal for use in effecting the surrender of Certificates or, in the case of Book-Entry Shares, the surrender of such shares of Common Stock (which shall will be in customary form reasonably agreed upon by the Parent and the Company prior to the Closing, and will specify that delivery shall will be effected, and risk of loss and title to the any Certificates shall will pass, only upon delivery of the such Certificates to the Exchange Paying Agent and shall be (or effective affidavits of loss, theft or destruction in a form and have such other provisions as EOP may reasonably specifylieu thereof) or, in the case of Book-Entry Shares, upon adherence to the procedures set forth in the letter of transmittal) and (iiB) instructions for use in effecting the surrender of such Certificates or, in the Certificates in exchange case of Book-Entry Shares, the surrender of such shares of Common Stock for payment of the Merger ConsiderationConsideration therefor. To the extent not previously surrendered with a Form of Election, upon Upon surrender of a Certificate or of Book-Entry Shares for cancellation to the Exchange Paying Agent or to such other agent or agents as may be appointed by EOP, together with such letter of transmittal, duly executedexecuted in accordance with the instructions thereto, and such other customary documents as may reasonably be required by the Exchange Paying Agent, the Parent shall cause the Paying Agent to pay from the Payment Fund to the holder of such a Certificate shall be entitled to receive or of Book-Entry Shares, or as otherwise directed in exchange therefor the letter of transmittal, the Merger Consideration into which the shares for each share of Cornerstone Common Stock or Cornerstone 7% Preferred Stock, as applicable, theretofore represented formerly evidenced by such Certificate shall have been converted pursuant to Section 1.10, together with any dividends or other distributions to which such holder is entitled pursuant to Section 1.15(d) and cash, if any, payable in lieu of fractional shares pursuant to Section 1.15(g), to be mailed (or made available for collection by hand if so elected by the surrendering holder) within five business days of receipt thereofBook-Entry Share, and the Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of shares of Cornerstone Common Stock or Cornerstone 7% Preferred Stock which is not registered in the transfer records of Cornerstone, 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 either shall pay any transfer or other taxes required by reason of such payment being made to a person other than the registered holder of such Certificate or establish to the satisfaction of EOP that such tax or taxes have been paid or are not applicable. Until surrendered as contemplated by this Section 1.15, each Certificate shall Book-Entry Share will forthwith 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 Cornerstone Common Stock or Cornerstone 7% Preferred Stock heretofore represented by such Certificate shall have been converted pursuant to Section 1.10, and any dividends or other distributions to which such holder is entitled pursuant to Section 1.15(d)cancelled. No interest will be paid or will accrue on the Merger Consideration upon the surrender payable in respect of any Certificate or on any cash payable pursuant Book-Entry Share. If payment of the Merger Consideration is to Section 1.15(d) or Section 1.15(g). EOP or be made to a Person other than the Exchange Agent, as applicable, shall be entitledPerson in whose name a surrendered Certificate or, in the case of a Book-Entry Share, a surrendered share of Common Stock is registered, it will be a condition of payment that the Certificate or, in the case of a Book-Entry Share, the share of Common Stock so surrendered be endorsed properly or otherwise be in proper form for transfer and that the Person requesting such payment has paid all transfer and other Taxes required by reason of the payment of the Merger Consideration to a Person other than the registered holder of the Certificate or, in the case of a Book-Entry Share, the share of Common Stock surrendered and has established to the satisfaction of the Paying Agent that such Taxes have been paid or has established to the satisfaction of the Paying Agent that such Taxes are not applicable. Prior to the Closing, the Parent and the Company shall use their respective commercially reasonable efforts to establish procedures with the Paying Agent and the Depository Trust Company (“DTC”) such that, assuming the Effective Time occurs at the time of the Closing, (x) if the Closing occurs at or prior to 11:30 a.m., New York time, on the Closing Date, the Paying Agent will transmit to DTC or its sole and absolute discretion, nominee on the Closing Date an amount in cash in immediately available funds equal to deduct and withhold from the cash or EOP Common Shares, or any combination thereof, that otherwise is payable pursuant to this Agreement to any holder number of shares of Cornerstone Common Stock held of record by DTC or Cornerstone 7% Preferred Stock such amounts as EOP or the Exchange Agent is required to deduct and withhold with respect nominee immediately prior to the making of Effective Time multiplied by the Merger Consideration (such payment under amount, the Code or under any provision of state“DTC Payment”), local or foreign tax lawand (y) if the Closing occurs after 11:30 a.m., PROVIDED THAT in determining whether withholding under Section 1445 of the Code is requiredNew York time, EOP shall take into account (and shall request the Exchange Agent to take into account) Section 1445(b)(6) of the Code and Treasury Regulations Section 1.1445-2(c)(2). For this purpose, any EOP Common Shares deducted and withheld by EOP shall be valued at the last trading price of the EOP Common Shares on the New York Stock Exchange Closing Date, the Paying Agent will transmit to DTC or its nominee on the Effective first (1st) Business Day after the Closing Date of the Merger. To the extent that amounts are so withheld by EOP or the Exchange Agent, such withheld amounts shall be treated for all purposes of this Agreement as having been paid an amount in cash in immediately available funds equal to the holder of the shares of Cornerstone Common Stock or Cornerstone 7% Preferred Stock, as applicable, in respect of which such deduction and withholding was made by EOP or the Exchange AgentDTC Payment.

Exchange Procedure. As soon as reasonably practicable after the Effective Time, EOP shall use commercially reasonable efforts to cause the Exchange Agent to mail to each holder of record of a Certificate or Certificates which immediately prior to the Effective Time represented outstanding shares of Cornerstone Common Stock (other than to holders of Cornerstone Common Stock who previously surrendered with their Forms of Election their Certificates for Cornerstone Common Stocka) or Cornerstone 7% Preferred Stock Certificate whose shares were converted into the right to receive the Merger Consideration pursuant to Section 1.10, (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 Exchange Agent and shall be in a form and have such other provisions as EOP may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the Merger Consideration. To the extent not previously surrendered with a Form of Election, upon Upon surrender of a Stock Certificate for cancellation to the Exchange Agent Parent or to such other agent or agents as may be appointed by EOP, together with such letter of transmittalParent, duly executedendorsed in blank (or accompanied by duly executed stock powers) and, and if necessary, spousal consents by each spouse, if any, of the holder of such other documents as may reasonably be required Stock Certificate, duly executed by the Exchange Agentsuch spouses, the holder of such Stock Certificate shall be entitled to receive in exchange therefor the Merger Consideration into which the shares of Cornerstone Common Stock or Cornerstone 7% Preferred Stock, as applicable, theretofore represented by such Certificate shall have been converted pursuant to Section 1.10, together with any dividends or other distributions to which such holder of HCI Holding Co. Common Stock is entitled pursuant to Section 1.15(d) and cash, if any, payable in lieu of fractional shares pursuant to Section 1.15(g), to be mailed (or made available for collection by hand if so elected by the surrendering holder) within five business days of receipt thereof, and the Certificate 2.6 above. The Stock Certificates so surrendered shall forthwith be canceled. In No interest will accrue or be paid to the event of a transfer of ownership of shares of Cornerstone Common Stock or Cornerstone 7% Preferred Stock which is not registered in the transfer records of Cornerstone, 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 either shall pay any transfer or other taxes required by reason of such payment being made to a person other than the registered holder of such Certificate or establish to any HCI Holding Co. Common Stock. From and after the satisfaction of EOP that such tax or taxes have been paid or are not applicable. Until Effective Date, until surrendered as contemplated by this Section 1.152.8, each Stock Certificate shall be deemed for all corporate purposes to evidence the amount of the Merger Consideration into which HCI Holding Co. Common Stock represented by such Stock Certificate shall have been converted in the Merger pursuant to this Agreement. (b) The Merger Consideration delivered upon the surrender for exchange of HCI Holding Co. Common Stock in accordance with the terms hereof shall be deemed to have been delivered in full satisfaction of all rights pertaining to such HCI Holding Co. Common Stock. There shall be no further registration of transfers on the stock transfer books of the Surviving Corporation of HCI Holding Co. Common Stock which were outstanding immediately prior to the Effective Time. If, after the Effective Time, Stock Certificates are presented to the Surviving Corporation for any reason, they shall be canceled and exchanged as provided in this Section 2.8, provided that the presenting holder is listed on HCI Holding Co.'s shareholder list as a holder of HCI Holding Co. Common Stock. (c) In the event that any Stock Certificates evidencing HCI Holding Co. Common Stock shall have been lost, stolen or destroyed, Parent shall pay in exchange for such lost, stolen or destroyed Stock Certificates, upon the making of an affidavit of that fact by the holder thereof, such Merger Consideration as may be required pursuant to Section 2.6 above; provided, however, that Parent may, in its discretion and as a condition precedent to the issuance thereof, require the owner of such lost, stolen or destroyed Stock Certificates to deliver a bond in such sum as it may reasonably direct as indemnity against any claim that may be made against Parent with respect to the Stock Certificates alleged to have been lost, stolen or destroyed. (d) Notwithstanding anything to the contrary in this Section 2.8, none of Parent, the Surviving Corporation or any party hereto shall be liable to a holder of HCI Holding Co. Common Stock for any amount properly paid to a public official pursuant to any applicable abandoned property, escheat or similar law. (e) Each of the Parent, Acquisition Co. and HCI Holding Co. will take all such reasonable and lawful acts as may be necessary or desirable in order to effectuate the Merger in accordance with this Agreement as promptly as possible. If, 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 Cornerstone Common Stock or Cornerstone 7% Preferred Stock heretofore represented by such Certificate shall have been converted pursuant to Section 1.10, and any dividends or other distributions to which such holder is entitled pursuant to Section 1.15(d). No interest will be paid or will accrue on the Merger Consideration upon the surrender of any Certificate or on any cash payable pursuant to Section 1.15(d) or Section 1.15(g). EOP or the Exchange Agent, as applicable, shall be entitled, in its sole and absolute discretion, to deduct and withhold from the cash or EOP Common Shares, or any combination thereof, that otherwise is payable pursuant to this Agreement to any holder of shares of Cornerstone Common Stock or Cornerstone 7% Preferred Stock such amounts as EOP 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, PROVIDED THAT in determining whether withholding under Section 1445 of the Code is required, EOP shall take into account (and shall request the Exchange Agent to take into account) Section 1445(b)(6) of the Code and Treasury Regulations Section 1.1445-2(c)(2). For this purposeTime, any EOP Common Shares deducted and withheld by EOP shall be valued at further action is necessary or desirable to carry out the last trading price of the EOP Common Shares on the New York Stock Exchange on the Effective Date of the Merger. To the extent that amounts are so withheld by EOP or the Exchange Agent, such withheld amounts shall be treated for all purposes of this Agreement as having been paid and to vest the holder Surviving Corporation with full right, title and possession to all assets, property, rights, privileges, powers and franchises of HCI Holding Co., the officers and directors of HCI Holding Co. and Acquisition Co. are fully authorized in the name of the shares of Cornerstone Common Stock respective corporations or Cornerstone 7% Preferred Stockotherwise to take, and will take, all such lawful and necessary action so long as applicable, in respect of which such deduction and withholding was made by EOP or the Exchange Agentaction is not inconsistent with this Agreement.

Exchange Procedure. As soon At or prior to the Closing, Company will issue and cause to be deposited with Computershare Trust Company, N.A. (the “Transfer Agent”), for the benefit of Contributor and for exchange in accordance with this Article 1 through the Transfer Agent, the certificates (or uncertificated book-entries, as reasonably practicable applicable) representing the Exchange Shares, and, immediately after the Effective TimeClosing, EOP the Transfer Agent shall use commercially reasonable efforts be authorized by Company to issue the Exchange Shares to Contributor in accordance with this Agreement. Each certificate representing the Exchange Shares shall (unless the securities evidenced by such certificate shall have been registered under the Securities Act or sold pursuant to Rule 144 thereunder) initially bear a legend in the following form (in addition to any legend required under applicable state securities laws): THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION. THESE SECURITIES MAY NOT BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, DISTRIBUTED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAW OR PURSUANT TO AN EXEMPTION FROM SUCH REGISTRATION REQUIREMENTS. The Exchange Shares will be issued from Company to Contributor in a private placement transaction, pursuant to the exemption from registration set forth in Section 4(a)(2) of the Securities Act. The offering and issuance of the Exchange Shares hereunder will not be registered with the SEC, and accordingly, the Exchange Shares will be “restricted securities” under the Securities Act. Any subsequent offer, sale or disposition of the Exchange Shares by Contributor must be either registered under the Securities Act and applicable state securities laws or exempt from such registration requirements (including pursuant to the safe harbor provided by Rule 144 promulgated under the Securities Act). Except as set forth in the Registration Rights Agreement, Company has no obligation to register the offering or issuance of the Exchange Shares with the SEC or the securities regulatory authority of any other state or jurisdiction. On or prior to the Closing, Contributor, as a condition to receiving the Exchange Shares, will deliver to Company (i) duly executed stock transfer forms in favor of Company in customary form in respect of the CHB DE Shares, (ii) duly executed Dutch notarial deed of transfer of shares in customary form in respect of the CHB BV Shares and (iii) the CHB Share certificate(s) or register or an indemnity for any lost certificates in favor of the Company in such form as the Company may reasonably require. Notwithstanding the foregoing, upon Contributor’s prior written request, the Company shall cause the Exchange Agent Shares to mail be delivered on behalf of Contributor directly to each holder of record of a Certificate or Certificates which immediately Contributor’s members at the Closing, provided that the Company shall have received, no less than five Business Days prior to the Effective Time represented outstanding shares of Cornerstone Common Stock (other than to holders of Cornerstone Common Stock who previously surrendered with their Forms of Election their Certificates for Cornerstone Common Stock) or Cornerstone 7% Preferred Stock Certificate whose shares were converted into the right to receive the Merger Consideration pursuant to Section 1.10, (i) a letter of transmittal (which shall specify that delivery shall be effectedClosing Date, and risk of loss and title as a condition to being obligated to issue the Exchange Shares to the Certificates shall passContributor’s members, only upon a written opinion of Ropes & ▇▇▇▇ LLP, in a form reasonably acceptable to the Company and its legal counsel, to the effect that the delivery of the Certificates Exchange Shares to Contributor’s members at Contributor’s instruction does not require registration under the Securities Act and does not cause the Exchange Agent and shall be in a form and have such other provisions as EOP may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the Merger Consideration. To the extent not previously surrendered with a Form of Election, upon surrender of a Certificate for cancellation to or the Exchange Agent or Shares Issuance to such other agent or agents as may be appointed by EOP, together with such letter of transmittal, duly executed, and such other documents as may reasonably be required by require registration under the Exchange Agent, the holder of such Certificate shall be entitled to receive in exchange therefor the Merger Consideration into which the shares of Cornerstone Common Stock or Cornerstone 7% Preferred Stock, as applicable, theretofore represented by such Certificate shall have been converted pursuant to Section 1.10, together with any dividends or other distributions to which such holder is entitled pursuant to Section 1.15(d) and cash, if any, payable in lieu of fractional shares pursuant to Section 1.15(g), to be mailed (or made available for collection by hand if so elected by the surrendering holder) within five business days of receipt thereof, and the Certificate so surrendered shall forthwith be canceledSecurities Act. In the event of a transfer of ownership of shares of Cornerstone Common Stock or Cornerstone 7% Preferred Stock which is not registered in the transfer records of Cornerstone, 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 either shall pay any transfer or other taxes required by reason of such payment being made to a person other than the registered holder of such Certificate or establish Exchange Shares are issued to the satisfaction Contributor’s members as provided pursuant to the foregoing sentence, the provisions of EOP that such tax or taxes have been paid or are not applicable. Until surrendered as contemplated by this Section 1.15, each Certificate 1.5(a) related to the issuance of the Exchange Shares shall be deemed at any time after to apply to an issuance to such members, rather than the Effective Time to represent only the right to receive upon such surrender the Merger Consideration, without interest, into which the shares of Cornerstone Common Stock or Cornerstone 7% Preferred Stock heretofore represented by such Certificate shall have been converted pursuant to Section 1.10, and any dividends or other distributions to which such holder is entitled pursuant to Section 1.15(d). No interest will be paid or will accrue on the Merger Consideration upon the surrender of any Certificate or on any cash payable pursuant to Section 1.15(d) or Section 1.15(g). EOP or the Exchange Agent, as applicable, shall be entitled, in its sole and absolute discretion, to deduct and withhold from the cash or EOP Common Shares, or any combination thereof, that otherwise is payable pursuant to this Agreement to any holder of shares of Cornerstone Common Stock or Cornerstone 7% Preferred Stock such amounts as EOP 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, PROVIDED THAT in determining whether withholding under Section 1445 of the Code is required, EOP shall take into account (and shall request the Exchange Agent to take into account) Section 1445(b)(6) of the Code and Treasury Regulations Section 1.1445-2(c)(2). For this purpose, any EOP Common Shares deducted and withheld by EOP shall be valued at the last trading price of the EOP Common Shares on the New York Stock Exchange on the Effective Date of the Merger. To the extent that amounts are so withheld by EOP or the Exchange Agent, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the holder of the shares of Cornerstone Common Stock or Cornerstone 7% Preferred Stock, as applicable, in respect of which such deduction and withholding was made by EOP or the Exchange AgentContributor.

Exchange Procedure. As soon as reasonably practicable after the Effective Time, EOP Parent shall use commercially reasonable efforts to cause the Exchange Paying Agent to mail to each holder of record of a Certificate certificate or Certificates which certificates (the "Certificates") or book-entry shares that immediately prior to the Effective Time represented outstanding shares of Cornerstone Company Common Stock (other than to holders of Cornerstone Common Stock who previously surrendered with their Forms of Election their Certificates for Cornerstone Common Stock) or Cornerstone 7% Preferred Stock Certificate whose shares that were converted into the right to receive the Merger Consideration pursuant to Section 1.10, 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 or book-entry shares shall pass, only upon delivery of the Certificates (or affidavit of loss in lieu thereof) or book-entry shares to the Exchange Paying Agent and shall be in a such form and have such other provisions as EOP Parent and the Company may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates (or affidavit of loss in lieu thereof) or book-entry shares in exchange for the Merger Consideration. To the extent not previously surrendered with a Form of Election, upon Upon surrender of a Certificate (or affidavit of loss in lieu thereof) or book-entry shares for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by EOPPaying Agent, together with such letter of transmittal, duly executed, and such other documents as may reasonably be required by the Exchange Paying Agent, the holder of such Certificate (or affidavit of loss in lieu thereof) or book-entry shares shall be entitled to receive in exchange therefor therefore the Merger Consideration amount of cash into which the shares of Cornerstone Company Common Stock or Cornerstone 7% Preferred Stock, as applicable, theretofore represented by such Certificate (or affidavit of loss in lieu thereof) or book-entry shares shall have been converted pursuant to Section 1.10, together with any 2.01 and certain dividends or and other distributions to which such holder is entitled pursuant to in respect of Company Common Stock in accordance with Section 1.15(d) and cash, if any, payable in lieu of fractional shares pursuant to Section 1.15(g2.02(c), to be mailed (or made available for collection by hand if so elected by the surrendering holder) within five business days of receipt thereof, and the Certificate (or affidavit of loss in lieu thereof) or book-entry shares so surrendered shall forthwith be canceled. In the event of a transfer of ownership of shares of Cornerstone Company Common Stock or Cornerstone 7% Preferred Stock which that is not registered in the transfer records of Cornerstonethe Company, payment may be made to a person other than the person in whose name the Certificate or book-entry shares so surrendered is registered registered, if such Certificate or book-entry shares shall be properly endorsed or otherwise be in proper form for transfer and the person requesting such payment either shall pay any transfer or other taxes required by reason of such the payment being made to a person other than the registered holder of such Certificate or book-entry shares or establish to the satisfaction of EOP Parent that such tax or taxes have has been paid or are is not applicable. Until surrendered as contemplated by this Section 1.152.02, each Certificate or book-entry 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 Cornerstone Common Stock or Cornerstone 7% Preferred Stock heretofore represented by such Certificate shall have been converted pursuant to Section 1.10, and any certain dividends or other distributions to which such holder is entitled pursuant to in accordance with Section 1.15(d2.02(c). No interest will shall be paid or will accrue on the Merger Consideration cash payable upon the surrender of any Certificate or on any cash payable pursuant to Section 1.15(d) or Section 1.15(g). EOP or the Exchange Agent, as applicable, shall be entitled, in its sole and absolute discretion, to deduct and withhold from the cash or EOP Common Shares, or any combination thereof, that otherwise is payable pursuant to this Agreement to any holder of shares of Cornerstone Common Stock or Cornerstone 7% Preferred Stock such amounts as EOP 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, PROVIDED THAT in determining whether withholding under Section 1445 of the Code is required, EOP shall take into account (and shall request the Exchange Agent to take into account) Section 1445(b)(6) of the Code and Treasury Regulations Section 1.1445book-2(c)(2). For this purpose, any EOP Common Shares deducted and withheld by EOP shall be valued at the last trading price of the EOP Common Shares on the New York Stock Exchange on the Effective Date of the Merger. To the extent that amounts are so withheld by EOP or the Exchange Agent, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the holder of the shares of Cornerstone Common Stock or Cornerstone 7% Preferred Stock, as applicable, in respect of which such deduction and withholding was made by EOP or the Exchange Agententry shares.

Exchange Procedure. As soon as reasonably practicable after the Effective Time, EOP shall use commercially reasonable efforts to cause and in no event later than five business days thereafter, the Exchange Agent to shall mail to each holder of record of a Certificate certificate or Certificates certificates which immediately prior to the Effective Time represented outstanding shares of Cornerstone Company Common Stock (other than to holders of Cornerstone Common Stock who previously surrendered with their Forms of Election their Certificates for Cornerstone Common Stock) or Cornerstone 7% Preferred Stock Certificate whose shares were converted into the right to receive Parent Common Stock (the Merger Consideration pursuant to Section 1.10"CERTIFICATES"), (i) a letter of transmittal in customary form (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Exchange Agent and shall be in a form and have such other provisions as EOP may reasonably specifyAgent) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the Merger Considerationcertificates representing shares of Parent Common Stock. To the extent not previously surrendered with a Form of Election, upon Upon surrender of a Certificate for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by EOPAgent, together with such letter of transmittal, duly executed, and such other documents as may reasonably be required by the Exchange Agent, the holder of such Certificate shall be entitled to receive in exchange therefor a certificate evidencing that number of whole shares of Parent Common Stock which such holder has the Merger Consideration into which right to receive pursuant to this Agreement in respect of the shares of Cornerstone Company Common Stock or Cornerstone 7% Preferred Stock, as applicable, theretofore represented formerly evidenced by such Certificate shall have been converted (after taking into account all shares of Company Common Stock then held of record by such holder), and a check representing the amount of any cash in lieu of fractional shares of Parent Common Stock to which such holder is entitled pursuant to Section 1.10, together with 2.2(e) and any dividends or other distributions to which such holder is entitled pursuant to Section 1.15(d) and cash, if any, payable in lieu of fractional shares pursuant to Section 1.15(g2.2(c), to be mailed (or made available for collection by hand if so elected by the surrendering holder) within five business days of receipt thereof, and the Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of shares of Cornerstone Company Common Stock or Cornerstone 7% Preferred Stock which is not registered in the transfer records of Cornerstonethe Company, payment a certificate representing the proper number of shares of Parent Common Stock may be made issued to a person other than the person in whose name the Certificate so surrendered is registered registered, if such Certificate Certificate, accompanied by all documents required to evidence and effect such transfer, shall be properly endorsed or otherwise be in proper form for transfer transfer, and the person requesting such payment either shall pay any transfer or other taxes required by reason of such payment being made the issuance of shares of Parent Common Stock to a person other than the registered holder of such Certificate or establish to the reasoable satisfaction of EOP Parent that such tax or taxes have has been paid or are is not applicable. Until surrendered as contemplated by this Section 1.152.2, 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, into which the a certificate evidencing whole shares of Cornerstone Parent Common Stock, cash in lieu of any fractional shares of Parent Common Stock or Cornerstone 7% Preferred Stock heretofore represented by to which such Certificate shall have been converted holder is entitled pursuant to Section 1.10, 2.2(e) and any dividends or other distributions to which such holder is entitled pursuant to Section 1.15(d2.2(c). No interest will be paid or will accrue on the Merger Consideration upon the surrender of any Certificate or on any cash payable pursuant to Section 1.15(d2.2(c) or Section 1.15(g2.2(e). EOP or the Exchange Agent, as applicable, shall be entitled, in its sole and absolute discretion, to deduct and withhold from the cash or EOP Common Shares, or any combination thereof, that otherwise is payable pursuant to this Agreement to any holder of shares of Cornerstone Common Stock or Cornerstone 7% Preferred Stock such amounts as EOP 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, PROVIDED THAT in determining whether withholding under Section 1445 of the Code is required, EOP shall take into account (and shall request the Exchange Agent to take into account) Section 1445(b)(6) of the Code and Treasury Regulations Section 1.1445-2(c)(2). For this purpose, any EOP Common Shares deducted and withheld by EOP shall be valued at the last trading price of the EOP Common Shares on the New York Stock Exchange on the Effective Date of the Merger. To the extent that amounts are so withheld by EOP or the Exchange Agent, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the holder of the shares of Cornerstone Common Stock or Cornerstone 7% Preferred Stock, as applicable, in respect of which such deduction and withholding was made by EOP or the Exchange Agent.

Exchange Procedure. As soon as reasonably practicable (a) Promptly after the Effective Time, EOP Parent shall use commercially reasonable efforts to cause the Exchange Agent to mail to each holder of record of a Certificate certificate or Certificates certificates which immediately prior to the Effective Time represented outstanding shares of Cornerstone Company Common Stock (other than to holders of Cornerstone Common the "Stock who previously surrendered with their Forms of Election their Certificates for Cornerstone Common StockCertificates") or Cornerstone 7% Preferred Stock Certificate whose shares were are being converted into the right to receive a ratable portion of the Merger Consideration pursuant to Section 1.10SECTION 2.6 above, (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Stock Certificates shall pass, only upon delivery of the Stock Certificates to the Exchange Agent Parent and which shall be in a such form and have such other provisions as EOP Parent may reasonably specify) (the "Letter of Transmittal") and (ii) instructions for use in effecting the surrender of the Stock Certificates in exchange for the Merger Consideration. To the extent not previously surrendered with a Form of Election, upon Upon surrender of a Stock Certificate for cancellation to the Exchange Agent Parent or to such other agent or agents as may be appointed by EOPParent, duly endorsed in blank (or accompanied by duly executed stock powers) and, if necessary, spousal consents by each spouse, if any, of the holder of such Stock Certificate, duly executed by such spouses, together with such letter Letter of transmittal, Transmittal duly executed, and such other documents as may reasonably be required by the Exchange Agent, the holder of such Stock Certificate shall be entitled to receive in exchange therefor the Merger Consideration into which the shares of Cornerstone Common Stock or Cornerstone 7% Preferred Stock, as applicable, theretofore represented by such Certificate shall have been converted pursuant to Section 1.10, together with any dividends or other distributions to which such holder of Company Common Stock is entitled pursuant to Section 1.15(d) and cash, if any, payable in lieu of fractional shares pursuant to Section 1.15(g), to be mailed (or made available for collection by hand if so elected by the surrendering holder) within five business days of receipt thereof, and the Certificate SECTION 2.6 above. The Stock Certificates so surrendered shall forthwith be canceled. In No interest will accrue or be paid to the event of a transfer of ownership of shares of Cornerstone Common Stock or Cornerstone 7% Preferred Stock which is not registered in the transfer records of Cornerstone, 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 either shall pay any transfer or other taxes required by reason of such payment being made to a person other than the registered holder of such Certificate or establish to any Company Common Stock. From and after the satisfaction of EOP that such tax or taxes have been paid or are not applicable. Until Effective Date, until surrendered as contemplated by this Section 1.15SECTION 2.8, each Stock Certificate shall be deemed for all corporate purposes to evidence the amount of the Merger Consideration into which the Company Common Stock represented by such Stock Certificate have been converted. (b) The Merger Consideration delivered upon the surrender for exchange of Company Common Stock in accordance with the terms hereof shall be deemed to have been delivered in full satisfaction of all rights pertaining to such Company Common Stock. There shall be no further registration of transfers on the stock transfer books of the Surviving Corporation of Company Common Stock which were outstanding immediately prior to the Effective Time. If, after the Effective Time, Stock Certificates are presented to the Surviving Corporation for any reason, they shall be canceled and exchanged as provided in this SECTION 2.8, provided that the presenting holder is listed on the Company's shareholder list as a holder of Company Common Stock. (c) In the event that any Stock Certificates evidencing Company Common Stock shall have been lost, stolen or destroyed, Parent shall pay in exchange for such lost, stolen or destroyed Stock Certificates, upon the making of an affidavit of that fact by the holder thereof, such Merger Consideration as may be required pursuant to SECTION 2.6 above; provided, however, that Parent may, in its discretion and as a condition precedent to the issuance thereof, require the owner of such lost, stolen or destroyed Stock Certificates to deliver a bond in such sum as it may reasonably direct as indemnity against any claim that may be made against Parent with respect to the Stock Certificates alleged to have been lost, stolen or destroyed. (d) Notwithstanding anything to the contrary in this SECTION 2.8, none of Parent, the Surviving Corporation or any party hereto shall be liable to a holder of Company Common Stock for any amount properly paid to a public official pursuant to any applicable abandoned property, escheat or similar law. (e) Each of the Parent, Holding Co., Acquisition Co. and the Company will take all such reasonable and lawful acts as may be necessary or desirable in order to effectuate the Merger in accordance with this Agreement as promptly as possible. If, 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 Cornerstone Common Stock or Cornerstone 7% Preferred Stock heretofore represented by such Certificate shall have been converted pursuant to Section 1.10, and any dividends or other distributions to which such holder is entitled pursuant to Section 1.15(d). No interest will be paid or will accrue on the Merger Consideration upon the surrender of any Certificate or on any cash payable pursuant to Section 1.15(d) or Section 1.15(g). EOP or the Exchange Agent, as applicable, shall be entitled, in its sole and absolute discretion, to deduct and withhold from the cash or EOP Common Shares, or any combination thereof, that otherwise is payable pursuant to this Agreement to any holder of shares of Cornerstone Common Stock or Cornerstone 7% Preferred Stock such amounts as EOP 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, PROVIDED THAT in determining whether withholding under Section 1445 of the Code is required, EOP shall take into account (and shall request the Exchange Agent to take into account) Section 1445(b)(6) of the Code and Treasury Regulations Section 1.1445-2(c)(2). For this purposeTime, any EOP Common Shares deducted and withheld by EOP shall be valued at further action is necessary or desirable to carry out the last trading price of the EOP Common Shares on the New York Stock Exchange on the Effective Date of the Merger. To the extent that amounts are so withheld by EOP or the Exchange Agent, such withheld amounts shall be treated for all purposes of this Agreement as having been paid and to vest the holder Surviving Corporation with full right, title and possession to all assets, property, rights, privileges, powers and franchises of the shares Company, the officers and directors of Cornerstone Common Stock the Company and Acquisition Co. are fully authorized in the name of the respective corporations or Cornerstone 7% Preferred Stockotherwise to take, and will take, all such lawful and necessary action so long as applicable, in respect of which such deduction and withholding was made by EOP or the Exchange Agentaction is not inconsistent with this Agreement.

Exchange Procedure. As soon as reasonably practicable (i) Promptly after the Effective Time, EOP Parent and the Surviving Corporation shall use commercially reasonable efforts to cause the Exchange Paying Agent to mail deliver to each holder of record of (A) a Certificate certificate or Certificates certificates which immediately prior to the Effective Time represented outstanding shares of Cornerstone Company Common Stock (other than to holders each, a “Certificate”) or (B) shares of Cornerstone Company Common Stock who previously surrendered with their Forms represented immediately prior to the Effective Time by book-entry (“Book-Entry Shares”), appropriate transmittal materials and instructions (collectively, the “Letter of Election their Certificates for Cornerstone Common StockTransmittal”) or Cornerstone 7% Preferred Stock Certificate whose shares were converted into the right to receive the Merger Consideration pursuant to Section 1.10, (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the such Certificates shall pass, only upon proper delivery of the such Certificates to the Exchange Paying Agent and or, in the case of Book-Entry Shares, upon adherence to the procedures set forth in the Letter of Transmittal). The Certificates so delivered shall be in a form and have such other provisions duly endorsed as EOP the Paying Agent may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the Merger Consideration. To the extent not previously surrendered with a Form of Election, upon surrender of a Certificate for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by EOP, together with such letter of transmittal, duly executed, and such other documents as may reasonably be required by the Exchange Agent, the holder of such Certificate shall be entitled to receive in exchange therefor the Merger Consideration into which the shares of Cornerstone Common Stock or Cornerstone 7% Preferred Stock, as applicable, theretofore represented by such Certificate shall have been converted pursuant to Section 1.10, together with any dividends or other distributions to which such holder is entitled pursuant to Section 1.15(d) and cash, if any, payable in lieu of fractional shares pursuant to Section 1.15(g), to be mailed (or made available for collection by hand if so elected by the surrendering holder) within five business days of receipt thereof, and the Certificate so surrendered shall forthwith be canceledrequire. In the event of a transfer of ownership of shares of Cornerstone Company Common Stock or Cornerstone 7% Preferred Stock which represented by Certificates that is not registered in the transfer records of Cornerstonethe Company, payment the consideration provided in Section 3.1(a)(i) may be made issued to a person other than transferee if the person in whose name Certificates representing such shares are delivered to the Certificate so surrendered is registered if Paying Agent, accompanied by all documents required to evidence such Certificate shall be properly endorsed or otherwise be in proper form for transfer and the person requesting such payment either shall pay any transfer or other taxes required by reason of such payment being made to a person other than the registered holder of such Certificate or establish evidence satisfactory to the satisfaction of EOP Paying Agent that such tax or any applicable stock transfer taxes have been paid or are not applicablepaid. Until surrendered as contemplated by this Section 1.15, each If any Certificate shall have been lost, stolen, mislaid or destroyed, upon receipt of (x) an affidavit of that fact from the holder claiming such Certificate to be deemed at lost, mislaid, stolen or destroyed, (y) such bond, security or indemnity as Parent and the Paying Agent may reasonably require and (z) any time after other documents necessary to evidence and effect the Effective Time bona fide exchange thereof, the Paying Agent shall issue to represent only such holder the right to receive upon such surrender the Merger Consideration, without interest, consideration into which the shares of Cornerstone Common Stock or Cornerstone 7% Preferred Stock heretofore represented by such lost, stolen, mislaid or destroyed Certificate shall have been converted converted. (ii) Promptly after the Effective Time, Parent or the Surviving Corporation shall cause the Paying Agent to deliver the Option Payments, as appropriate, to each individual whose Company Stock Options are cancelled pursuant to the provisions of Section 1.103.3 hereof. The Paying Agent may establish such other reasonable and customary rules and procedures to effect an orderly exchange. The Surviving Corporation shall pay all charges and expenses, and any dividends or other distributions to which such holder is entitled pursuant to Section 1.15(d). No interest will be paid or will accrue on including those of the Paying Agent, in connection with the distribution of the Merger Consideration upon the surrender of any Certificate or on any cash payable pursuant to Section 1.15(d) or Section 1.15(g). EOP or the Exchange Agent, as applicable, shall be entitled, in its sole and absolute discretion, to deduct and withhold from the cash or EOP Common Shares, or any combination thereof, that otherwise is payable pursuant to this Agreement to any holder of shares of Cornerstone Common Stock or Cornerstone 7% Preferred Stock such amounts as EOP 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, PROVIDED THAT in determining whether withholding under Section 1445 of the Code is required, EOP shall take into account (and shall request the Exchange Agent to take into account) Section 1445(b)(6) of the Code and Treasury Regulations Section 1.1445-2(c)(2). For this purpose, any EOP Common Shares deducted and withheld by EOP shall be valued at the last trading price of the EOP Common Shares on the New York Stock Exchange on the Effective Date of the Merger. To the extent that amounts are so withheld by EOP or the Exchange Agent, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the holder of the shares of Cornerstone Common Stock or Cornerstone 7% Preferred Stock, as applicable, in respect of which such deduction and withholding was made by EOP or the Exchange AgentConsideration.

Exchange Procedure. As soon as reasonably practicable Promptly after the Effective Time, EOP but no later than ten (10) Business Days after the Effective Time, Parent shall use commercially reasonable efforts mail, or shall cause to cause the Exchange Agent to mail be mailed, to each holder of record of a Certificate or Certificates which immediately prior to the Effective Time represented outstanding shares of Cornerstone Common Stock (other than to holders of Cornerstone Common Stock who previously surrendered with their Forms of Election their Certificates for Cornerstone Common Stock) or Cornerstone 7% Preferred Stock Certificate whose shares were converted into the right to receive the Merger Consideration pursuant to Section 1.10Participating Stockholder, (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates certificates formerly representing any shares of Company Stock (the "CERTIFICATES") shall pass, only upon delivery of the Certificates to Parent), substantially in the Exchange Agent and shall be in a form and have such other provisions as EOP may reasonably specify) of Exhibit C attached hereto and (ii) instructions for use in effecting the surrender of the Certificates in exchange for certificates representing the applicable Merger Considerationconsideration, any dividends or other distributions to which holders of Certificates are entitled pursuant to Section 3.5(b) and cash in lieu of any fractional Parent Common Stock to which such holders are entitled pursuant to Section 3.5(g). To the extent not previously surrendered with a Form of Election, upon Upon surrender of a Certificate for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by EOPParent, together with such letter of transmittal, duly executed, completed and validly executed in accordance with the instructions (and such other customary documents as may reasonably be required by the Exchange AgentParent), the holder of such Certificate shall be entitled to receive in exchange therefor (A) the Merger Consideration applicable cash payment, (B) a certificate representing that number of shares of Parent Common Stock that such holder has the right to receive pursuant to the provisions of this Article III after taking into which account all the shares of Cornerstone Common Company Stock or Cornerstone 7% Preferred Stock, as applicable, theretofore represented then held by such Certificate shall have been converted pursuant to Section 1.10holder under all such Certificates so surrendered, together with (C) any dividends or other distributions to which such holder is entitled pursuant to Section 1.15(d3.5(b) and cash, if any, payable (D) cash in lieu of any fractional shares Parent Common Stock to which such holder is entitled pursuant to Section 1.15(g3.5(g), to be mailed (or made available for collection by hand if so elected by the surrendering holder) within five business days of receipt thereof, and the Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of shares of Cornerstone Common Company Stock or Cornerstone 7% Preferred Stock which that is not registered in the transfer records of Cornerstonethe 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 if registered, if, upon presentation to Parent, such Certificate shall be properly endorsed or shall otherwise be in proper form for transfer and the person Person requesting such payment either issuance shall pay have paid any transfer or and other taxes required by reason of such payment being made the issuance of Parent Common Stock to a person Person other than the registered holder of such Certificate or establish shall have established to the reasonable satisfaction of EOP the Surviving Corporation that such tax or taxes have either has been paid or are is not applicable. Until surrendered as contemplated by this Section 1.153.5(a), each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the applicable Merger ConsiderationConsideration Payments, without interest, into which the shares of Cornerstone Common Stock or Cornerstone 7% Preferred Stock heretofore represented by such Certificate shall have been converted pursuant to Section 1.10, and any dividends or other distributions to which the holder of such Certificate is entitled pursuant to Section 3.5(b) and cash in lieu of any fractional Parent Common Stock to which such holder is entitled pursuant to Section 1.15(d3.5(g). No interest will be paid or will accrue on the Merger Consideration upon the surrender of any Certificate or on any cash payable pursuant to Section 1.15(d) or Section 1.15(g). EOP or the Exchange Agent, as applicable, shall be entitled, in its sole and absolute discretioneach case, to deduct and withhold from the cash or EOP Common Shares, or any combination thereof, that otherwise is payable pursuant to this Agreement to any holder of shares of Cornerstone Common Stock or Cornerstone 7% Preferred Stock such amounts as EOP 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, PROVIDED THAT in determining whether withholding under Section 1445 of the Code is required, EOP shall take into account (and shall request the Exchange Agent to take into account) Section 1445(b)(6) of the Code and Treasury Regulations Section 1.1445-2(c)(2). For this purpose, any EOP Common Shares deducted and withheld by EOP shall be valued at the last trading price of the EOP Common Shares on the New York Stock Exchange on the Effective Date of the Merger. To the extent that amounts are so withheld by EOP or the Exchange Agent, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the holder of the shares of Cornerstone Common Stock or Cornerstone 7% Preferred Stock, as applicable, in respect of which such deduction and withholding was made by EOP or the Exchange Agentwithout interest.

Exchange Procedure. As soon as reasonably practicable after the Effective Time, EOP shall use commercially reasonable efforts to cause the Exchange Agent to mail to each (a) Each holder of record of a Certificate certificate or Certificates certificates which immediately prior to the Effective Time represented outstanding shares of Cornerstone Company Common Stock (other than to holders of Cornerstone Common the "Stock who previously surrendered with their Forms of Election their Certificates for Cornerstone Common StockCertificates") or Cornerstone 7% Preferred Stock Certificate whose shares were are being converted into the right to receive a ratable portion of the Merger Consideration pursuant to Section 1.102.6 above shall provide to Parent at the Closing, (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 Exchange Agent and shall be in a form and have such other provisions attached hereto as EOP may reasonably specify) Exhibit C and (ii) instructions for use in effecting the surrender of the one or more Stock Certificates in exchange for the Merger Consideration. To the extent not previously surrendered with a Form of Election, upon surrender of a Certificate for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by EOP, together with such letter of transmittalParent, duly executedendorsed in blank (or accompanied by duly executed stock powers) and, and if necessary, spousal consents by each spouse, if any, of each Shareholder, duly executed by such other documents as may reasonably be required by the Exchange Agent, the spouses. The holder of such Stock Certificate shall then be entitled to receive in exchange therefor the Merger Cash Consideration into which the shares of Cornerstone Common and Stock or Cornerstone 7% Preferred Stock, as applicable, theretofore represented by such Certificate shall have been converted pursuant to Section 1.10, together with any dividends or other distributions Consideration to which such holder of Company Common Stock is entitled pursuant to Section 1.15(d) 2.6 above and cashthe Additional Merger Consideration, if any, payable in lieu of fractional shares pursuant to Section 1.15(g), to be mailed (or made available for collection by hand if so elected by the surrendering holder) within five business days of receipt thereof, and the Certificate 2.7 above. The Stock Certificates so surrendered shall forthwith be canceled. In No interest will accrue or be paid to the event of a transfer of ownership of shares of Cornerstone Common Stock or Cornerstone 7% Preferred Stock which is not registered in the transfer records of Cornerstone, 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 either shall pay any transfer or other taxes required by reason of such payment being made to a person other than the registered holder of such Certificate or establish to any Company Common Stock. From and after the satisfaction of EOP that such tax or taxes have been paid or are not applicable. Until Effective Date, until surrendered as contemplated by this Section 1.152.8, each Stock Certificate shall be deemed for all corporate purposes to evidence the amount of the Merger Consideration into which the Company Common Stock represented by such Stock Certificate have been converted. (b) From and after the Effective Time, there shall be no further registration of transfers on the stock transfer books of the Surviving Corporation of Company Common Stock which were outstanding immediately prior to the Effective Time. If, after the Effective Time, Stock Certificates are presented to the Surviving Corporation for any reason, they shall be canceled and exchanged as provided in this Section 2.8, provided that the presenting holder is listed on the Company's Shareholder list as a holder of Company Common Stock. Exhibit 10.31 (c) In the event that any Stock Certificates evidencing Company Common Stock shall have been lost, stolen or destroyed, the Parent shall pay in exchange for such lost, stolen or destroyed Stock Certificates, upon the making of an affidavit of that fact by the holder thereof, such Merger Consideration as may be required pursuant to Sections 2.6 and 2.7 above; provided, however, that Parent may, in its discretion and as a condition precedent to the issuance thereof, require the owner of such lost, stolen or destroyed Stock Certificates to deliver a bond in such sum as it may reasonably direct as indemnity against any claim that may be made against Parent with respect to the Stock Certificates alleged to have been lost, stolen or destroyed. (d) Notwithstanding anything to the contrary in this Section 2.8, none of the Surviving Corporation or any party hereto shall be liable to a holder of Company Common Stock for any amount properly paid to a public official pursuant to any applicable abandoned property, escheat or similar law. (e) It is intended by the parties hereto that the Merger shall constitute a reorganization within the meaning of Section 368(a) of the Code. (f) Each of the Parent, Acquisition Co. and the Company will take all such reasonable and lawful acts as may be necessary or desirable in order to effectuate the Merger in accordance with this Agreement as promptly as possible. If, 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 Cornerstone Common Stock or Cornerstone 7% Preferred Stock heretofore represented by such Certificate shall have been converted pursuant to Section 1.10, and any dividends or other distributions to which such holder is entitled pursuant to Section 1.15(d). No interest will be paid or will accrue on the Merger Consideration upon the surrender of any Certificate or on any cash payable pursuant to Section 1.15(d) or Section 1.15(g). EOP or the Exchange Agent, as applicable, shall be entitled, in its sole and absolute discretion, to deduct and withhold from the cash or EOP Common Shares, or any combination thereof, that otherwise is payable pursuant to this Agreement to any holder of shares of Cornerstone Common Stock or Cornerstone 7% Preferred Stock such amounts as EOP 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, PROVIDED THAT in determining whether withholding under Section 1445 of the Code is required, EOP shall take into account (and shall request the Exchange Agent to take into account) Section 1445(b)(6) of the Code and Treasury Regulations Section 1.1445-2(c)(2). For this purposeTime, any EOP Common Shares deducted and withheld by EOP shall be valued at further action is necessary or desirable to carry out the last trading price of the EOP Common Shares on the New York Stock Exchange on the Effective Date of the Merger. To the extent that amounts are so withheld by EOP or the Exchange Agent, such withheld amounts shall be treated for all purposes of this Agreement as having been paid and to vest the holder Surviving Corporation with full right, title and possession to all assets, property, rights, privileges, powers and franchises of the shares Company, the officers and directors of Cornerstone Common Stock the Company and Acquisition Co. are fully authorized in the name of the respective corporations, the Shareholders or Cornerstone 7% Preferred Stockotherwise to take, and will take, all such lawful and necessary action so long as applicable, in respect of which such deduction and withholding was made by EOP or the Exchange Agentaction is not inconsistent with this Agreement.

Exchange Procedure. As soon (a) If the Old Notes are held through DTC's book-entry system, DTC shall receive from each DTC participant in accordance with DTC's ATOP, notice of a Holder's book-entry tender of its Old Notes for an equal principal amount of Exchange Notes as reasonably practicable after provided in Section 3. Such book-entry tender shall be in lieu of physical delivery by such Holders of original Letters of Transmittal and certificates representing Old Notes; provided, however, that by tendering Old Notes pursuant to DTC's ATOP, such Holder agrees to be bound by the Effective Timeterms of the Letter of Transmittal as if such Holder had signed and physically delivered such document to the Exchange Agent. (b) If the Old Notes are held other than through DTC, EOP the Exchange Agent shall use commercially reasonable efforts receive the Old Notes being tendered, executed Letters of Transmittal, executed Notices of Guaranteed Delivery (if applicable), and any other documents required to cause be delivered in connection therewith, and shall examine the Old Notes, executed Letters of Transmittal, any Notices of Guaranteed Delivery and the other documents delivered or mailed to the Exchange Agent to mail ascertain whether they appear to each holder be properly completed and executed in accordance with the instructions set forth in the Letter of record Transmittal. Old Notes shall be considered properly tendered to the Exchange Agent only if (i) tendered prior to the Expiration Date in the manner described in clause (a) or (b) above and in accordance with the instructions set forth in the Letter of Transmittal; (ii) the Company shall have provided its written notice of acceptance for exchange of such Old Notes pursuant to clause (d) below; (iii) such tenders of Old Notes have not been withdrawn in accordance with the terms of the Exchange Offer; and (iv) if tender of such Old Notes is made pursuant to the guaranteed delivery procedures contained in the Prospectus, the Old Notes are received by the Exchange Agent within five (5) New York Stock Exchange trading days after the Expiration Date. In the event any Letter of Transmittal or other document has been improperly completed or executed or is not in proper form for tender (as required by the instructions stated in the Letter of Transmittal), or if some other irregularity in connection with the tender (whether pursuant to DTC's ATOP or otherwise) of any of the Old Notes exists, the Exchange Agent shall consult with an Authorized Representative (as defined in Section 7 hereof) as to proper action to take to correct such irregularity, except that no such consultation shall be necessary with respect to any such irregularity that is of a Certificate routine nature and that is cured by the appropriate party delivering to the Exchange Agent the items necessary for cure pursuant to the Exchange Agent's instructions. The Exchange Agent is authorized, and hereby agrees, to waive any irregularity in connection with the tender of any of the Old Notes by any Holder with the approval of an Authorized Representative. Determination of all questions as to any irregularity or Certificates the proper completion, execution or delivery of any documents or instruments required in connection with the Exchange Offer shall be made by the Company, in its sole discretion, and such determination shall be final and binding. The Company shall have the absolute right to determine whether to reject any or all of the tendered Old Notes not in proper form or to waive any irregularities or conditions, and the Company's interpretation of the Letter of Transmittal (and, if applicable, Notice of Guaranteed Delivery) and any other Exchange Documents shall be final and binding. Notwithstanding anything to the contrary herein, no Old Note may be accepted for exchange until the Company shall have given the Exchange Agent written notice of its acceptance for exchange of such Old Note. (c) The Exchange Agent shall provide by facsimile or electronic transmission or telephone, as provided in Section 13, to such person or persons as the Company may request, reports as and when tender activity occurs up to and including the Expiration Date as to the aggregate principal amount of Old Notes which have been tendered pursuant to the Exchange Offer and the items received by the Exchange Agent pursuant to the Exchange Offer and this Exchange Agreement, separately reporting and giving cumulative totals as to items properly received and items improperly received. In addition, the Exchange Agent will also inform, and cooperate in making available to, the Company or any such other person or persons upon oral request made from time to time prior to or on the Expiration Date of such other information as it or he or she reasonably requests. Such cooperation shall include, without limitation, the granting by the Exchange Agent to the Company and such person or persons as the Company may request of access to those persons on the Exchange Agent's staff who are responsible for receiving tenders in order to ensure that immediately prior to the Effective Time represented outstanding shares of Cornerstone Common Stock (other than Expiration Date the Company shall have received information in sufficient detail to holders of Cornerstone Common Stock who previously surrendered with their Forms of Election their Certificates for Cornerstone Common Stock) or Cornerstone 7% Preferred Stock Certificate whose shares were converted into enable it to decide whether to extend the right Exchange Offer. If and to receive the Merger Consideration extent that Old Notes are duly tendered pursuant to the exchange procedures described above in this Section 1.105 and the Letter of Transmittal, the Exchange Agent shall request the Company to accept such Old Notes for exchange and to issue the Exchange Notes to which such Holders are entitled. Such request shall be substantially in the form of Exhibit A hereto. (d) The Company, upon receipt of the request described in the immediately preceding clause (c) from the Exchange Agent, shall (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 provide written notice to the Exchange Agent and shall be in a form and have of whether the Company accepts such other provisions as EOP may reasonably specify) Old Notes for exchange and (ii) instructions if so, issue the Exchange Notes to which such Holders are entitled and deliver the same to the Trustee for use authentication. JPMorgan Chase Bank, acting in effecting its capacity as Trustee under the surrender Indenture, shall promptly cancel the Old Notes being exchanged for such Exchange Notes, authenticate such Exchange Notes and deliver such authenticated Exchange Notes to the appropriate parties, or, in the case of a global Exchange Note registered in the name of a nominee of DTC, retain such global Exchange Note as the custodian for DTC pursuant to the Indenture. (e) If the Company does not accept for exchange all or part of the Certificates in exchange Old Notes tendered, the Exchange Offer is terminated, Old Notes are tendered but properly withdrawn or partial tenders are made, the Exchange Agent shall promptly return certificates for unexchanged Old Notes (or affect appropriate book-entry transfer) to the persons who deposited them (or affected such book-entry transfer) or, to the extent required, the Exchange Agent shall submit to the Company a request for reissuance to, or upon the order of, the tendering Holder of certificates for the Merger Considerationunexchanged Old Notes. To the extent not previously surrendered with a Form of Election, upon surrender of a Certificate for cancellation The Company shall return such certificates to the Exchange Agent or for distribution to such other agent or agents as the appropriate Holders of the Old Notes. (f) The Exchange Agent may be appointed by EOP, together with such letter of transmittal, duly executed, and such other documents as may reasonably be required by the Exchange Agent, the holder of such Certificate shall be entitled to receive in exchange therefor the Merger Consideration into which the shares of Cornerstone Common Stock or Cornerstone 7% Preferred Stock, as applicable, theretofore represented by such Certificate (but shall have been converted pursuant to Section 1.10, together with no obligation to) take any dividends and all other actions it deems necessary or other distributions to which such holder is entitled pursuant to Section 1.15(d) and cash, if any, payable in lieu of fractional shares pursuant to Section 1.15(g), to be mailed (or made available for collection by hand if so elected by the surrendering holder) within five business days of receipt thereof, and the Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of shares of Cornerstone Common Stock or Cornerstone 7% Preferred Stock which is not registered in the transfer records of Cornerstone, 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 either shall pay any transfer or other taxes required by reason of such payment being made to a person other than the registered holder of such Certificate or establish to the satisfaction of EOP that such tax or taxes have been paid or are not applicable. Until surrendered appropriate as contemplated by this Section 1.15, 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 Cornerstone Common Stock or Cornerstone 7% Preferred Stock heretofore represented by such Certificate shall have been converted pursuant to Section 1.10, and any dividends or other distributions to which such holder is entitled pursuant to Section 1.15(d). No interest will be paid or will accrue on the Merger Consideration upon the surrender of any Certificate or on any cash payable pursuant to Section 1.15(d) or Section 1.15(g). EOP or the Exchange Agent, as applicable, shall be entitled, in its sole and absolute discretion, to deduct and withhold from the cash or EOP Common Shares, or any combination thereof, that otherwise is payable pursuant to this Agreement to any holder of shares of Cornerstone Common Stock or Cornerstone 7% Preferred Stock such amounts as EOP or the Exchange Agent is required to deduct in connection with the Exchange Offer and withhold with respect to the making of such payment under the Code or under any provision of statecustoms and practices normally applied to such transactions and arrangements; provided however, local or foreign tax law, PROVIDED THAT in determining whether withholding under Section 1445 of the Code that it is required, EOP shall take into account (understood and shall request agreed that the Exchange Agent to take into account) Section 1445(b)(6) of the Code and Treasury Regulations Section 1.1445-2(c)(2). For this purpose, any EOP Common Shares deducted and withheld by EOP shall be valued at the last trading price of the EOP Common Shares on the New York Stock have no duty or obligation in its capacity as Exchange on the Effective Date of the Merger. To the extent that amounts are so withheld by EOP or the Exchange Agent, such withheld amounts shall be treated Agent except for all purposes of this Agreement as having been paid to the holder of the shares of Cornerstone Common Stock or Cornerstone 7% Preferred Stock, as applicable, in respect of which such deduction and withholding was made by EOP or the Exchange Agentthose specifically contemplated herein.

Exchange Procedure. As soon as reasonably practicable after the Effective Time, EOP shall use commercially reasonable efforts to cause the Exchange Agent to shall mail to each holder of record of a Certificate or Certificates which immediately prior to the Effective Time represented outstanding shares of Cornerstone Common Stock (other than to holders of Cornerstone Common Stock who previously surrendered with their Forms of Election their Certificates for Cornerstone Common Stock) or Cornerstone 7% Preferred Stock Certificate whose shares were converted into the right to receive the Merger Consideration pursuant to Section 1.102.1, (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 Exchange Agent and shall be in a form and have such other provisions as EOP Duke may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates Certificates, in exchange for the applicable Merger Consideration. To the extent not previously surrendered with a Form of Election, upon Upon surrender of a Certificate for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by EOPDuke, together with such letter of transmittal, duly executed, and such other documents as may reasonably be required by the Exchange Agent, the holder of such Certificate shall be entitled to receive in exchange therefor the applicable Merger Consideration into which the shares of Cornerstone Common Stock or Cornerstone 7% Preferred Stock, as applicable, theretofore represented by such Certificate shall have been converted pursuant to Section 1.10, together with and any dividends or other distributions to which such holder is entitled pursuant to Section 1.15(d) and cash, if any, payable in lieu of fractional shares pursuant to Section 1.15(g2.2(d), to be mailed (or made available for collection by hand if so elected by the surrendering holder) within five business days of receipt thereof, and the Certificate so surrendered shall forthwith be canceledcancelled. In the event of a transfer of ownership of shares of Cornerstone Weeks Common Stock or Cornerstone 7% Weeks Preferred Stock which is not registered in the transfer records of CornerstoneWeeks, 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 either shall pay any transfer or other taxes required by reason of such payment being made to a person other than the registered holder of such Certificate or establish to the satisfaction of EOP Duke that such tax or taxes have been paid or are not applicable. Until surrendered as contemplated by this Section 1.152.2, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the applicable Merger Consideration, without interest, into which the shares of Cornerstone Common Stock or Cornerstone 7% Preferred Stock heretofore theretofore represented by such Certificate shall have been converted pursuant to Section 1.10, 2.1 and any dividends or other distributions to which such holder is entitled pursuant to Section 1.15(d2.2(d). No interest will be paid or will accrue on the applicable Merger Consideration upon the surrender of any Certificate or on any cash payable pursuant to Section 1.15(d2.2(d) or Section 1.15(g2.2(g). EOP or the Exchange Agent, as applicable, shall be entitled, in its sole and absolute discretion, to deduct and withhold from the cash or EOP Common Shares, or any combination thereof, that otherwise is payable pursuant to this Agreement to any holder of shares of Cornerstone Common Stock or Cornerstone 7% Preferred Stock such amounts as EOP 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, PROVIDED THAT in determining whether withholding under Section 1445 of the Code is required, EOP shall take into account (and shall request the Exchange Agent to take into account) Section 1445(b)(6) of the Code and Treasury Regulations Section 1.1445-2(c)(2). For this purpose, any EOP Common Shares deducted and withheld by EOP shall be valued at the last trading price of the EOP Common Shares on the New York Stock Exchange on the Effective Date of the Merger. To the extent that amounts are so withheld by EOP or the Exchange Agent, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the holder of the shares of Cornerstone Common Stock or Cornerstone 7% Preferred Stock, as applicable, in respect of which such deduction and withholding was made by EOP or the Exchange Agent.

Exchange Procedure. (a) On or immediately prior to the Effective Date, FBC shall deposit in trust with, or otherwise make available to, an exchange agent to be selected by FBC (the “Exchange Agent”), for exchange in accordance with this Agreement, (i) certificates representing the shares of FBC Stock to be issued pursuant to Section 2.1(a) and (ii) cash sufficient to pay (A) the Cash Consideration pursuant to Section 2.1(a) and, (B) any amounts to be paid in lieu of any fractional shares of FBC Stock pursuant to Section 2.2(h) (such cash and certificates for shares of FBC Stock, together with any dividends or distributions with respect thereto, being hereinafter referred to as the “Exchange Fund”). (b) As soon as reasonably practicable after the Effective Time, EOP shall use commercially reasonable efforts to cause and in no event later than five business days thereafter, the Exchange Agent to shall mail to each holder of record of a Certificate or Certificates which immediately prior to the Effective Time represented outstanding shares of Cornerstone Common Bank Stock (other than to holders of Cornerstone Common Stock who previously surrendered with their Forms of Election their Certificates for Cornerstone Common Stock) or Cornerstone 7% Preferred Stock Certificate whose shares were converted into the right to receive the Merger Consideration pursuant to Section 1.10, (i) a letter of transmittal (which shall specify that delivery shall be effected, in substantially the form attached to this Agreement as Exhibit A and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Agent and shall be in a form and have such other provisions as EOP may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the Merger Consideration. To Consideration (the extent not previously surrendered with a Form “Letter of ElectionTransmittal”). (c) Each holder of Bank Stock, upon proper surrender of a Certificate for cancellation the Certificates therefor to the Exchange Agent or to such other agent or agents as may be appointed by EOP, together with such letter of transmittal, duly executed, and such other documents as may reasonably be required by the Exchange Agent, the holder accompanied by duly executed Letters of such Certificate Transmittal, shall be entitled to receive in exchange therefor (i) a certificate representing the Merger Consideration into which the number of whole shares of Cornerstone Common FBC Stock or Cornerstone 7% Preferred Stock, as applicable, theretofore represented by such Certificate shall have been converted pursuant to Section 1.10, together with any dividends or other distributions to which such holder is of Bank Stock shall have become entitled pursuant to the provisions of Section 1.15(d2.1, and (ii) a check representing the amount of Cash Consideration and cash, if any, payable any cash in lieu of fractional shares pursuant which such holder has the right to Section 1.15(g), to be mailed (or made available for collection by hand if so elected by the surrendering holder) within five business days of receipt thereof, and the receive hereunder. Each Certificate so surrendered shall forthwith be canceledcancelled. In Until so surrendered, each Certificate will be deemed for all corporate purposes after the event Closing to represent and evidence solely the right to receive the Merger Consideration to be paid therefor pursuant to this Agreement. Notwithstanding the foregoing, neither the Exchange Agent nor any other party hereto shall be liable to any holder of Certificates for any amount paid to a public official pursuant to any applicable abandoned property, escheat or similar law. Except as required by law, no interest shall be payable with respect to the Cash Consideration, the cash payable for fractional shares or the cash payable for Dissenting Shares. If any shareholder of record of the Bank is unable to locate any Certificate to be surrendered for exchange, the Exchange Agent shall deliver the corresponding share of the Merger Consideration to the registered shareholder upon receipt of a transfer lost certificate affidavit and an indemnity agreement in a form acceptable to FBC. (d) The delivery of ownership the Merger Consideration by the Exchange Agent shall be as soon as practicable following the receipt from time to time by the Exchange Agent of the several Certificates and duly executed Letters of Transmittal. (e) No dividends or other distributions declared with respect to FBC Stock shall be paid to the holder of any unsurrendered Certificate until the holder thereof shall surrender such Certificate in accordance with this Section 2.2. Pending such surrender, any dividend or distribution payable in respect of such shares shall be delivered to the Exchange Agent to be held as part of the Exchange Fund. After the surrender of a Certificate in accordance with this Section 2.2, the record holder thereof shall be entitled to receive any such dividends or other distributions, without any interest thereon, which theretofore had become payable with respect to shares of Cornerstone Common FBC Stock or Cornerstone 7% Preferred represented by such Certificate. (f) If any certificate representing shares of FBC Stock which is not registered to be issued in the transfer records of Cornerstone, 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 of 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 either exchange shall pay to the Exchange Agent in advance any transfer or other taxes required by reason of such payment being made to the issuance of a person certificate representing shares of FBC Stock 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 EOP the Exchange Agent that such tax or taxes have has been paid or are is not applicable. Until surrendered as contemplated by this Section 1.15payable. (g) After the Effective Time, each Certificate there shall be deemed at no transfers on the stock transfer books of the Bank of the shares of Bank Common Stock that were issued and outstanding immediately prior to the Effective Time. If, after the Effective Time, Certificates are presented for transfer to the Exchange Agent, they shall be cancelled and exchanged for certificates representing shares of FBC Stock as provided in this Article II. (h) Notwithstanding anything to the contrary contained herein, no certificates or scrip representing fractional shares of FBC Stock shall be issued upon the surrender for exchange of Certificates, no dividend or distribution with respect to FBC Stock shall be payable on or with respect to any time fractional share, and such fractional share interests shall not entitle the owner thereof to vote or to any other rights of a stockholder of FBC. In lieu of the issuance of any such fractional share, FBC shall pay to each holder of Bank Stock who otherwise would be entitled to receive such fractional share an amount in cash determined by multiplying (i) the amount of the Merger Consideration determined after giving effect to the reductions provided for in Section 2.1 of this Agreement by (ii) the fraction of a share (rounded to the nearest hundredth when expressed in decimal form) of FBC Stock to which such holder would otherwise be entitled to receive pursuant to this Article II. (i) Any portion of the Exchange Fund that remains unclaimed by the shareholders of the Bank for 12 months after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration, without interest, into which the shares of Cornerstone Common Stock or Cornerstone 7% Preferred Stock heretofore represented by such Certificate shall have been converted pursuant to Section 1.10, and any dividends or other distributions to which such holder is entitled pursuant to Section 1.15(d). No interest will be paid or will accrue on to FBC. Any former shareholders of the Bank who have not theretofore complied with this Section 2.2 shall thereafter look only to FBC for payment of the Merger Consideration upon the surrender deliverable in respect of any Certificate or on any cash payable pursuant to Section 1.15(d) or Section 1.15(g). EOP or the Exchange Agent, each share of Bank Stock such shareholder holds as applicable, shall be entitled, in its sole and absolute discretion, to deduct and withhold from the cash or EOP Common Shares, or any combination thereof, that otherwise is payable determined pursuant to this Agreement to Agreement, without any holder interest thereon. Notwithstanding the foregoing, none of shares of Cornerstone Common Stock or Cornerstone 7% Preferred Stock such amounts as EOP or the Bank, FBC, 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, PROVIDED THAT in determining whether withholding under Section 1445 of the Code is required, EOP shall take into account (and shall request the Exchange Agent to take into account) Section 1445(b)(6) of the Code and Treasury Regulations Section 1.1445-2(c)(2). For this purpose, any EOP Common Shares deducted and withheld by EOP other person shall be valued at the last trading price of the EOP Common Shares on the New York Stock Exchange on the Effective Date of the Merger. To the extent that amounts are so withheld by EOP or the Exchange Agent, such withheld amounts shall be treated for all purposes of this Agreement as having been paid liable to the any former holder of the shares of Cornerstone Common Bank Stock for any amount delivered in good faith to a public official pursuant to applicable abandoned property, escheat or Cornerstone 7% Preferred Stock, as applicable, in respect of which such deduction and withholding was made by EOP or the Exchange Agentsimilar laws.

Exchange Procedure. As soon as reasonably practicable (a) If any Tranche A Noteholder or Tranche C Noteholder desires to exchange any Tranche A Note or Tranche C Note for Parent Common Stock pursuant to SECTION 3.01(A) or SECTION 3.02(A) hereof, the holder of such Tranche A Note or Tranche C Note shall deliver an irrevocable written notice to the Company that the holder elects so to exchange such Tranche A Note or Tranche C Note in accordance with the terms of SECTION 3.01(A) or SECTION 3.02(A) hereof, and specifying the name or names (with address) in which a certificate or certificates for Parent Common Stock are to be issued. (b) If the Company elects pursuant to SECTION 3.01(B) or Section 3.02(B) hereof to exchange the outstanding principal amount of the Tranche A Notes or Tranche C Notes for Parent Common Stock, the Company shall, within 30 days after the Effective TimeTranche A Special Exchange Event or Tranche C Special Exchange Event with respect to which such election is made, EOP shall use commercially reasonable efforts send notice (or cause notice to cause the Exchange Agent to mail be sent) by first class mail, postage prepaid, to each holder of record of a Certificate the Tranche A Notes or Certificates which immediately prior to the Effective Time represented outstanding shares of Cornerstone Common Stock (other than to holders of Cornerstone Common Stock who previously surrendered with their Forms of Election their Certificates for Cornerstone Common Stock) or Cornerstone 7% Preferred Stock Certificate whose shares were converted into the right to receive the Merger Consideration pursuant to Section 1.10, (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 Exchange Agent and shall be in a form and have such other provisions as EOP may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the Merger Consideration. To the extent not previously surrendered with a Form of Election, upon surrender of a Certificate for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by EOP, together with such letter of transmittal, duly executed, and such other documents as may reasonably be required by the Exchange Agent, the holder of such Certificate shall be entitled to receive in exchange therefor the Merger Consideration into which the shares of Cornerstone Common Stock or Cornerstone 7% Preferred StockTranche C Notes, as applicable, theretofore represented by at such Certificate shall have been converted holder's address as specified pursuant to Section 1.10the Note Agreement. Each such notice of exchange shall specify the date such exchange was effected, together the Tranche A Exchange Price or Tranche C Exchange Price, the Exchange Rate (as defined in SECTION 3.04), and that on and after such exchange date, interest will cease to accrue on such outstanding principal amount of the Tranche A Notes and Tranche C Notes being so exchanged. (c) The Company will, as soon as practicable after such written notice specified in SECTION 3.03(A) or (B) hereof and compliance with any dividends other conditions herein contained, deliver or other distributions cause to be delivered, to the holder of record of each Tranche A Note and Tranche C Note to be exchanged, certificates for the number of full shares of Parent Common Stock to which such holder is Person shall be entitled upon exchange as aforesaid and a cash adjustment for any fraction of a share of Parent Common Stock as provided in SECTION 3.05. In the case of an exchange of a Tranche A Note or a Tranche C Note pursuant to Section 1.15(dSECTION 3.01(A) and cashor SECTION 3.02(A) hereof, if any, payable in lieu such exchange shall be deemed to have been made as of fractional shares the date of the written notice delivered pursuant to Section 1.15(g), to be mailed (SECTION 3.01(A) or made available for collection by hand if so elected by the surrendering holderSECTION 3.02(A) within five business days of receipt thereofhereof, and the Certificate so surrendered shall forthwith be canceled. In Person entitled to receive the event of a transfer of ownership of shares of Cornerstone Parent Common Stock or Cornerstone 7% Preferred Stock which is not registered in the transfer records of Cornerstone, 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 either shall pay any transfer or other taxes required by reason deliverable upon exchange of such payment being made to a person other than the registered holder of such Certificate Tranche A Note or establish to the satisfaction of EOP that such tax or taxes have been paid or are not applicable. Until surrendered as contemplated by this Section 1.15, 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 Cornerstone Common Stock or Cornerstone 7% Preferred Stock heretofore represented by such Certificate shall have been converted pursuant to Section 1.10, and any dividends or other distributions to which such holder is entitled pursuant to Section 1.15(d). No interest will be paid or will accrue on the Merger Consideration upon the surrender of any Certificate or on any cash payable pursuant to Section 1.15(d) or Section 1.15(g). EOP or the Exchange Agent, as applicable, shall be entitled, in its sole and absolute discretion, to deduct and withhold from the cash or EOP Common Shares, or any combination thereof, that otherwise is payable pursuant to this Agreement to any holder of shares of Cornerstone Common Stock or Cornerstone 7% Preferred Stock such amounts as EOP 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, PROVIDED THAT in determining whether withholding under Section 1445 of the Code is required, EOP shall take into account (and shall request the Exchange Agent to take into account) Section 1445(b)(6) of the Code and Treasury Regulations Section 1.1445-2(c)(2). For this purpose, any EOP Common Shares deducted and withheld by EOP shall be valued at the last trading price of the EOP Common Shares on the New York Stock Exchange on the Effective Date of the Merger. To the extent that amounts are so withheld by EOP or the Exchange Agent, such withheld amounts Tranche C Note shall be treated for all purposes as the record holder of such Parent Common Stock on and after such date of notice. (d) Upon the exchange of all or a portion of the outstanding principal amount of a Tranche A Note or a Tranche C Note for Parent Common Stock in accordance with this Agreement as having been paid to Agreement, the amount of the outstanding principal of such Tranche A Note and the Tranche A Commitment of the holder of such Tranche A Note and the shares amount of Cornerstone Common Stock or Cornerstone 7% Preferred Stockthe outstanding principal of such Tranche C Note and the Tranche C Commitment of the holder of such Tranche C Note, as applicable, in respect shall each be automatically reduced by the principal amount of which such deduction and withholding was made by EOP Tranche A Note or the Exchange AgentTranche C Note so exchanged.

Exchange Procedure. As soon as reasonably practicable after the Effective Time (but in any event, no later than five Business Days after the Effective Time), EOP shall use commercially reasonable efforts to the Surviving Corporation will cause the Exchange Agent to mail to each holder record holder, as of record the Effective Time, of a Certificate (i) an outstanding certificate or Certificates certificates which immediately prior to the Effective Time represented outstanding shares of Cornerstone Common Stock (including restricted stock granted under the Stock Plans) (other than to holders shares of Cornerstone Common Stock who previously surrendered with owned by the Buyer or Merger Sub or any of their Forms of Election their Certificates for Cornerstone Common Stockrespective Subsidiaries or Dissenting Shares) (the “Certificates”) or Cornerstone 7% Preferred (ii) shares of Common Stock Certificate whose shares were converted into represented by book-entry (the right to receive the Merger Consideration pursuant to Section 1.10“Book-Entry Shares”), (ix) a form of letter of transmittal for use in effecting the surrender of Certificates or, in the case of Book-Entry Shares, the surrender of such shares of Common Stock (which shall will be in customary form and will specify that delivery shall will be effected, and risk of loss and title to the Certificates shall will pass, only upon proper delivery of the such Certificates to the Exchange Agent and shall be or, in a form and have such other provisions as EOP may reasonably specifythe case of Book-Entry Shares, upon adherence to the procedures set forth in the letter of transmittal) and (iiy) instructions for use in effecting the surrender of such Certificates or, in the Certificates case of Book-Entry Shares, the surrender of such shares of Common Stock in exchange for the Merger ConsiderationConsideration therefor. To the extent not previously surrendered with a Form of Election, upon Upon surrender of a Certificate or of Book-Entry Shares for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by EOPAgent, together with such letter of transmittal, duly executedcompleted and validly executed in accordance with the instructions thereto, and such other documents as may reasonably be required by the Exchange Agent, the Exchange Agent will distribute from the Exchange Fund to the holder of such a Certificate shall be entitled to receive or of Book-Entry Shares, or as otherwise directed in exchange therefor the letter of transmittal, the Merger Consideration into which the shares for each share of Cornerstone Common Stock or Cornerstone 7% Preferred Stock, as applicable, theretofore represented formerly evidenced by such Certificate shall have been converted pursuant to Section 1.10, together with any dividends or other distributions to which such holder is entitled pursuant to Section 1.15(d) and cash, if any, payable in lieu of fractional shares pursuant to Section 1.15(g), to be mailed (or made available for collection by hand if so elected by the surrendering holder) within five business days of receipt thereofBook-Entry Share, and the such Certificate so surrendered shall or Book-Entry Share will forthwith be canceled. In the event of a transfer of ownership of shares of Cornerstone Common Stock or Cornerstone 7% Preferred Stock which is not registered in the transfer records of Cornerstone, 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 either shall pay any transfer or other taxes required by reason of such payment being made to a person other than the registered holder of such Certificate or establish to the satisfaction of EOP that such tax or taxes have been paid or are not applicable. Until surrendered as contemplated by this Section 1.15, 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 Cornerstone Common Stock or Cornerstone 7% Preferred Stock heretofore represented by such Certificate shall have been converted pursuant to Section 1.10, and any dividends or other distributions to which such holder is entitled pursuant to Section 1.15(d). No interest will be paid or will accrue on any portion of the Merger Consideration upon the surrender consisting of a cash payment in respect of any Certificate or on any cash payable pursuant Book-Entry Share. If payment of the Merger Consideration is to Section 1.15(d) be made to a Person other than the Person in whose name the surrendered Certificate is registered, it will be a condition of payment that the Certificate so surrendered will be endorsed properly or Section 1.15(g). EOP or otherwise be in proper form for transfer and that the Exchange Agent, as applicable, shall be entitled, in its sole and absolute discretion, to deduct and withhold from the cash or EOP Common Shares, or any combination thereof, that otherwise is payable pursuant to this Agreement to any holder of shares of Cornerstone Common Stock or Cornerstone 7% Preferred Stock such amounts as EOP or the Exchange Agent is required to deduct and withhold with respect to the making of Person requesting such payment under the Code or under any provision of state, local or foreign tax law, PROVIDED THAT in determining whether withholding under Section 1445 will have paid all transfer and other Taxes required by reason of the Code is required, EOP shall take into account (and shall request the Exchange Agent to take into account) Section 1445(b)(6) payment of the Code and Treasury Regulations Section 1.1445-2(c)(2). For this purpose, any EOP Common Shares deducted and withheld by EOP shall be valued at Merger Consideration to a Person other than the last trading price of the EOP Common Shares on the New York Stock Exchange on the Effective Date of the Merger. To the extent that amounts are so withheld by EOP or the Exchange Agent, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the registered holder of the shares Certificate surrendered or will have established to the satisfaction of Cornerstone Common Stock the Surviving Corporation that such Taxes either have been paid or Cornerstone 7% Preferred Stock, as are not applicable, in respect of which such deduction and withholding was made by EOP or the Exchange Agent.

Exchange Procedure. As soon as reasonably practicable after (a) Prior to the Effective TimeClosing Date, EOP the Company shall use commercially reasonable efforts to cause the Exchange Agent to mail distribute (either by electronic transmission or otherwise) to each holder of record of a Certificate or Certificates which immediately prior to the Effective Time represented outstanding shares of Cornerstone Company Common Stock (other than to holders of Cornerstone Common Stock who previously surrendered with their Forms of Election their Certificates for Cornerstone Common Stock) or Cornerstone 7% Preferred Stock Certificate whose shares were converted into the right to receive the Merger Consideration pursuant to Section 1.10, (i) a letter of transmittal in substantially the form attached hereto as Exhibit B (which shall specify that delivery shall be effected, and risk the “Letter of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Agent and shall be in a form and have such other provisions as EOP may reasonably specifyTransmittal”) and (ii) instructions for use in effecting the surrender to D▇▇▇▇▇▇’▇ of the Certificates Company Common Stock in exchange for the portion of the Aggregate Merger Consideration. To the extent not previously surrendered with a Form Consideration to which such shares of ElectionCompany Common Stock are entitled. (b) Each Letter of Transmittal shall provide that each Shareholder, upon surrender the execution thereof, ratifies the adoption of a Certificate for cancellation this Agreement, agrees to the Exchange Agent or to such other agent or agents as may be appointed by EOP, together with such letter of transmittal, duly executedbound hereby, and such other documents as may reasonably be required by approves the Exchange Agentappointment of the Shareholder Representative. (c) Promptly following the later of (i) the Effective Time and (ii) surrender to D▇▇▇▇▇▇’▇ of Company Common Stock (or, in the case of lost, stolen, or destroyed Stock Certificates, compliance with the procedures set forth in Section 2.6) and delivery to D▇▇▇▇▇▇’▇ of the Letter of Transmittal, the holder of such Certificate Company Common Stock shall be entitled to receive in exchange therefor therefor, subject to the provisions of this Article II, (A) shares of D▇▇▇▇▇▇’▇ Class A Common Stock (issued in book-entry form through the Direct Registration System) and shares of D▇▇▇▇▇▇’▇ Class B Common Stock, in the amounts set forth in the Final Aggregate Merger Consideration into which Allocation Schedule with respect to such Shareholder’s Company Common Stock, and (B) cash in the amount equal to the amount set forth in the Final Aggregate Merger Consideration Allocation Schedule with respect to such Shareholder’s Company Common Stock, by check or wire transfer at such Shareholder’s election, less any required withholding Tax in respect of the cash and shares of Cornerstone D▇▇▇▇▇▇’▇ Common Stock to which such Shareholder is entitled, and the Company Common Stock so surrendered shall be cancelled. Notwithstanding the foregoing, no shares of D▇▇▇▇▇▇’▇ Common Stock or Cornerstone 7% Preferred Stock, as applicable, theretofore represented by cash portion of the Aggregate Merger Consideration shall be issued or paid in respect of any Dissenting Shares unless and until such Certificate Dissenting Shares shall have been converted pursuant to Section 1.10, together with any dividends or other distributions to which such holder is entitled pursuant to Section 1.15(d) and cash, if any, payable in lieu of fractional shares pursuant to Section 1.15(g), ceased to be mailed (or made available for collection by hand if so elected by Dissenting Shares in accordance with Section 2.9, at which time such shares shall be treated as set forth in Section 2.9. Notwithstanding the surrendering holder) within five business days foregoing, no issuance of receipt thereof, and the Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of any shares of Cornerstone D▇▇▇▇▇▇’▇ Class A Common Stock or Cornerstone 7% Preferred D▇▇▇▇▇▇’▇ Class B Common Stock which is not registered in the transfer records and no payment of Cornerstone, payment may any cash shall be made by D▇▇▇▇▇▇’▇ to a person other than the person in whose name the Certificate so surrendered is registered if any Shareholder until such Certificate shall be properly endorsed or otherwise be in proper form for transfer and the person requesting such payment either shall pay any transfer or other taxes required by reason Shareholder has delivered its duly executed Letter of such payment being made Transmittal to a person other than the registered holder of such Certificate or establish to the satisfaction of EOP that such tax or taxes have been paid or are not applicable. Until surrendered as contemplated by this Section 1.15, 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 Cornerstone Common Stock or Cornerstone 7% Preferred Stock heretofore represented by such Certificate shall have been converted pursuant to Section 1.10, and any dividends or other distributions to which such holder is entitled pursuant to Section 1.15(d). D▇▇▇▇▇▇’▇. (d) No interest will be paid or will accrue accrued on the Aggregate Merger Consideration upon the surrender of any Certificate or on any cash payable pursuant to Section 1.15(d) or Section 1.15(g). EOP or the Exchange Agent, as applicable, shall be entitled, in its sole and absolute discretion, to deduct and withhold from the cash or EOP Common Shares, or any combination thereof, that otherwise is payable pursuant other amount to this Agreement to any holder of shares of Cornerstone Common Stock or Cornerstone 7% Preferred Stock such amounts as EOP 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, PROVIDED THAT in determining whether withholding under Section 1445 of the Code is required, EOP shall take into account (and shall request the Exchange Agent to take into account) Section 1445(b)(6) of the Code and Treasury Regulations Section 1.1445-2(c)(2). For this purpose, any EOP Common Shares deducted and withheld by EOP shall be valued at the last trading price of the EOP Common Shares on the New York Stock Exchange on the Effective Date of the Merger. To the extent that amounts are so withheld by EOP or the Exchange Agent, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the holder of the shares of Cornerstone Common Stock or Cornerstone 7% Preferred Stock, as applicable, in respect of which such deduction and withholding was made by EOP or the Exchange AgentShareholders under this Agreement.

Exchange Procedure. As soon promptly as reasonably practicable after following the Effective Time, EOP and in any event no later than five Business Days thereafter, the Exchange Agent shall, and Brookfield Residential shall use commercially reasonable efforts to cause the Exchange Agent to to, mail to each holder of record of a Certificate or Certificates which certificate (the “Brookfield Homes Certificates”) that immediately prior to the Effective Time represented outstanding shares of Cornerstone Common Brookfield Homes Stock or non-certificated shares of Brookfield Homes Stock represented by book-entry (other than to holders of Cornerstone Common Stock who previously surrendered with their Forms of Election their Certificates for Cornerstone Common Stock“Book Entry Shares”) or Cornerstone 7% Preferred Stock Certificate whose shares were converted into and became the right to receive the Merger Consideration shares of Brookfield Residential Stock pursuant to Section 1.103.01 and Section 3.02, respectively, (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Brookfield Homes Certificates shall pass, only upon delivery of the Brookfield Homes Certificates or Book Entry Shares to the Exchange Agent and shall be in a such form and have such other provisions as EOP Brookfield Residential may reasonably specify) and (ii) instructions for use in effecting the surrender of the Brookfield Homes Certificates or Book Entry Shares in exchange for certificates representing whole shares of Brookfield Residential Stock (the Merger Consideration“Brookfield Residential Certificates”) and cash payable in respect thereof in lieu of fractional shares pursuant to Section 3.06. To With respect to uncertificated shares of Brookfield Homes Stock held through “direct registration,” Brookfield Residential shall implement procedures with the extent not previously surrendered with a Form Exchange Agent for effecting the exchange of Election, upon such directly registered uncertificated shares of Brookfield Home Stock and payment of cash in lieu of any fractional shares pursuant to Section 3.06 as promptly as practicable after the Effective Time. Upon surrender of a Brookfield Homes Certificate or Book Entry Shares for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by EOPAgent, together with such letter of transmittal, properly completed and duly executed, and such other documents as may be reasonably be required by the Exchange Agent, the holder of such Brookfield Homes Certificate or Book Entry Shares shall be entitled to receive in exchange therefor the Merger Consideration into which the number and class of shares of Cornerstone Common Brookfield Residential Stock or Cornerstone 7% Preferred Stock, as applicable, theretofore represented by which such Certificate shall have been converted holder has the right to receive pursuant to Section 1.10the provisions of this Article III (which, together with any dividends at the election of Brookfield Residential, may be in uncertificated book entry form unless a physical certificate is requested by the holder of record or other distributions is otherwise required by applicable laws) and payment in lieu of fractional shares to which such holder is entitled pursuant to Section 1.15(d) and cash, if any, payable in lieu of fractional shares pursuant to Section 1.15(g), to be mailed (or made available for collection by hand if so elected by the surrendering holder) within five business days of receipt thereof3.06, and the Brookfield Homes Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of shares of Cornerstone Common Stock or Cornerstone 7% Preferred Stock which is not registered in a Brookfield Homes Certificate after the transfer records of CornerstoneEffective Time, payment exchange may be made to a person Person other than the person Person in whose name the Brookfield Homes Certificate so surrendered is registered registered, if such Brookfield Homes Certificate shall be properly endorsed or otherwise be in proper form for transfer and shall be accompanied by evidence satisfactory to the person requesting such payment either shall pay Exchange Agent that any transfer or other taxes required by reason of such payment being made to a person exchange in the name other than that of the registered holder of such Brookfield Homes Certificate or establish to the satisfaction of EOP that such tax or taxes have instrument either has been paid or are is not applicablepayable. Until surrendered as contemplated by this Section 1.153.08, each Brookfield Homes Certificate or Book Entry Share shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender a Brookfield Residential Certificate or Certificates evidencing the Merger Consideration, without interest, into Consideration to which the holder thereof is entitled in accordance with Section 3.01 or Section 3.02, as the case may be, and the right to receive an amount in cash in lieu of any fractional shares of Cornerstone Common Stock or Cornerstone 7% Preferred Stock heretofore represented by such Certificate shall have been converted pursuant to in accordance with Section 1.10, 3.06 and any dividends or and other distributions to which such holder is entitled pursuant to Section 1.15(d3.08(f). No interest will be paid or will accrue on the Merger Consideration upon the surrender of any Certificate or on any cash payable pursuant to Section 1.15(d) or Section 1.15(g). EOP or the Exchange Agent, as applicable, shall be entitled, in its sole and absolute discretion, to deduct and withhold from the cash or EOP Common Shares, or any combination thereof, that otherwise is payable pursuant to this Agreement to any holder of shares of Cornerstone Common Stock or Cornerstone 7% Preferred Stock such amounts as EOP 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, PROVIDED THAT in determining whether withholding under Section 1445 of the Code is required, EOP shall take into account (and shall request the Exchange Agent to take into account) Section 1445(b)(6) of the Code and Treasury Regulations Section 1.1445-2(c)(2). For this purpose, any EOP Common Shares deducted and withheld by EOP shall be valued at the last trading price of the EOP Common Shares on the New York Stock Exchange on the Effective Date of the Merger. To the extent that amounts are so withheld by EOP or the Exchange Agent, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the holder of the shares of Cornerstone Common Stock or Cornerstone 7% Preferred Stock, as applicable, in respect of which such deduction and withholding was made by EOP or the Exchange Agent.