Common use of Exchange Procedures Clause in Contracts

Exchange Procedures. As soon as reasonably practicable after the Effective Time, the Exchange Agent shall mail to each holder of record of a Certificate (i) a letter of transmittal in customary form specifying 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 (ii) instructions for use in effecting the surrender of the Certificates in exchange for certificates representing shares of Public Company Common Stock (plus cash in lieu of fractional shares, if any, of Public Company Common Stock and any dividends or distributions as provided below). Upon surrender of a Certificate for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by Public Company, together with such letter of transmittal, duly executed, and such other documents as may reasonably be required by the Exchange Agent and Public Company, the holder of such Certificate shall be entitled to receive in exchange therefor a certificate or book entry account representing that number of whole shares of Public Company Common Stock which such holder has the right to receive pursuant to the provisions of this Article II plus cash in lieu of fractional shares pursuant to Section 2.2(c) and any dividends or distributions then payable pursuant to Section 2.2(d), and the Certificate so surrendered shall immediately be cancelled. In the event of a transfer of ownership of Merger Partner Common Stock which is not registered in the transfer records of Merger Partner, a certificate representing the proper number of whole shares of Public Company Common Stock plus cash in lieu of fractional shares pursuant to Section 2.2(c) and any dividends or distributions pursuant to Section 2.2(d) may be issued or paid to a person other than the person in whose name the Certificate so surrendered is registered, only if such Certificate is presented to the Exchange Agent, accompanied by all documents required to evidence and effect such transfer and by evidence that any applicable stock transfer taxes have been paid. Until surrendered as contemplated by this Section 2.2, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive shares of Public Company Common Stock pursuant to the provisions of this Article II plus cash in lieu of fractional shares pursuant to Section 2.2(c) and any dividends or distributions then payable pursuant to Section 2.2(d) as contemplated by this Section 2.2.

Exchange Procedures. As soon as reasonably practicable Promptly after the Effective TimeTime and, in any event, not later than the second Business Day following the Closing Date, Parent shall cause the Exchange Agent shall to mail to each holder of record of a Certificate or Certificates that immediately prior to the Effective Time represented outstanding Company Common Shares whose shares were converted into the right to receive the Company Common Share Merger Consideration pursuant to Section 2.1, any cash in lieu of fractional shares of Parent Common Stock to be issued or paid in consideration therefor, any Other Payments deliverable hereunder and any dividends or distributions in respect of Parent Common Stock: (i) a letter of transmittal in customary form specifying (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 which letter shall be in such form and have such other provisions as Parent may reasonably specify); and (ii) instructions for use in effecting the surrender of the Certificates in exchange for certificates representing shares of Public the Company Common Stock (plus Share Merger Consideration, the Other Payments, any cash in lieu of fractional shares, if any, shares of Public Company Parent Common Stock to be issued or paid in consideration therefor in accordance with Section 2.2(j) and any dividends or distributions as provided below)in respect of Parent Common Stock in accordance with Section 2.2(k) to which the holder thereof is entitled. Upon surrender of a Certificate for cancellation to the Exchange Agent or to such other agent or agents reasonably satisfactory to the Company as may be appointed by Public CompanyParent, together with such letter of transmittal, duly executedexecuted and completed in accordance with the instructions thereto, and such other documents as may reasonably be required by the Exchange Agent and Public or the Surviving Company, the holder of such Certificate shall be entitled to receive in exchange therefor (x) a certificate or book entry account representing that number of whole shares of Public Parent Common Stock that such holder is entitled to receive pursuant to this Agreement, (y) a check in the amount (after giving effect to any required Tax withholdings as provided in Section 2.3) equal to the Cash Consideration that such holder is entitled to receive pursuant to this Agreement plus any cash such holder is entitled to receive in lieu of fractional shares of Parent Common Stock and any cash dividends or distributions in respect of Parent Common Stock, payable in respect of the Company Common Stock which Shares previously represented by such holder has the right to receive Certificate pursuant to the provisions of this Article II plus cash in lieu of fractional shares pursuant to Section 2.2(c), Section 2.2(j) and Section 2.2(k) and (z) without duplication, any dividends or distributions then payable pursuant to Section 2.2(d)Other Payments, and the Certificate so surrendered shall immediately forthwith be cancelled. In the event of a transfer of ownership of Merger Partner Company Common Stock which Shares that is not registered in the transfer records of Merger Partnerthe Company, a certificate representing the proper number of whole shares of Public Company Common Stock plus cash in lieu of fractional shares pursuant to Section 2.2(c) and any dividends or distributions pursuant to Section 2.2(d) payment may be issued or paid made to a person Person other than the person Person in whose name the Certificate so surrendered is registered, only registered if such Certificate is presented to the Exchange Agent, shall be properly endorsed and accompanied by appropriate stock powers or otherwise be in proper form for transfer and accompanied by all documents reasonably required by the Exchange Agent to evidence and effect such transfer and the Person requesting such payment shall pay any transfer or other Taxes required by evidence reason of the payment to a Person other than the registered holder of such Certificate or establish to the satisfaction of Parent and the Exchange Agent that any applicable stock transfer taxes have such Tax has been paidpaid or is not applicable. Until surrendered as contemplated by this Section 2.2, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive shares of Public receive, upon such surrender, the Company Common Stock pursuant to Share Merger Consideration, the provisions of this Article II plus Other Payments, any cash in lieu of fractional shares pursuant to Section 2.2(c) and any dividends or distributions then payable pursuant to Section 2.2(d) in respect of Parent Common Stock, as contemplated by this Section 2.2. No interest shall be paid or accrue on any cash payable upon surrender of any Certificate.

Exchange Procedures. (a) As soon as reasonably practicable after the Effective Time, but in any event within five (5) Business Days thereafter, the Exchange Agent shall mail to each holder of record of a Certificate Certificate(s) or Book-Entry Shares which, immediately prior to the Effective Time, represented outstanding shares of Company Common Stock, whose shares were converted into the right to receive the Merger Consideration pursuant to Section 1.4 or Section 1.5 (“Exchanged Shares”), along with, in each case, any cash in lieu of fractional shares of Parent Common Stock to be issued or paid in consideration therefor, (i) a letter of transmittal in customary form specifying (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates Certificate(s) or Book-Entry Shares shall pass, only upon delivery of the Certificates Certificate(s) (or affidavits of loss in lieu of such Certificate(s)) or Book-Entry Shares to the Exchange Agent, Agent and shall be substantially in such form and have such other provisions as shall be prescribed by the Exchange Agent Agreement (the “Letter of Transmittal”)) and (ii) instructions for use in effecting the surrender of the Certificates surrendering Certificate(s) or Book-Entry Shares in exchange for certificates representing shares of Public Company Common Stock (plus cash in lieu of fractional sharesthe Merger Consideration, if any, of Public Company Common Stock and any dividends or distributions as provided below). Upon surrender of a Certificate for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by Public Company, together with such letter of transmittal, duly executed, and such other documents as may reasonably be required by the Exchange Agent and Public Company, the holder of such Certificate shall be entitled to receive in exchange therefor a certificate or book entry account representing that number of whole shares of Public Company Common Stock which such holder has the right to receive pursuant to the provisions of this Article II plus cash in lieu of fractional shares pursuant of Parent Common Stock to Section 2.2(c) be issued or paid in consideration therefor and any dividends or distributions then payable to which such holder is entitled pursuant to Section 2.2(d2.2(c). (b) Upon surrender to the Exchange Agent of its Certificate(s) or Book-Entry Share(s) accompanied by a properly completed Letter of Transmittal, a holder of Exchanged Shares will be entitled to receive promptly after such surrender, the Merger Consideration and any cash in lieu of fractional shares of Parent Common Stock to be issued or paid in consideration therefor in respect of the Exchanged Shares represented by its Certificate(s) or Book-Entry Shares. Until so surrendered, each such Certificate or Book-Entry Share shall represent after the Effective Time, for all purposes, only the right to receive, without interest, the Merger Consideration and any cash in lieu of fractional shares of Parent Common Stock to be issued or paid in consideration therefor upon surrender of such Certificate or Book-Entry Share, in accordance with, and any dividends or distributions to which such holder is entitled pursuant to, this Article II. (c) No dividends or other distributions with respect to Parent Common Stock shall be paid to the holder of any unsurrendered Certificate so surrendered or Book-Entry Shares with respect to the shares of Parent Common Stock represented thereby, in each case unless and until the surrender of such Certificate or Book-Entry Share in accordance with this Article II. Subject to the effect of applicable abandoned property, escheat or similar Laws, following surrender of any such Certificate or Book-Entry Share in accordance with this Article II, the record holder thereof shall immediately be cancelled. entitled to receive, without interest, (i) the amount of dividends or other distributions with a record date after the Effective Time theretofore payable with respect to the whole shares of Parent Common Stock represented by such Certificate or Book-Entry Share and paid prior to such surrender date, and/or (ii) at the appropriate payment date, the amount of dividends or other distributions payable with respect to shares of Parent Common Stock represented by such Certificate or Book-Entry Shares with a record date after the Effective Time (but before such surrender date) and with a payment date subsequent to the issuance of the Parent Common Stock issuable with respect to such Certificate or Book-Entry Shares. (d) In the event of a transfer of ownership of Merger Partner Common Stock which is a Certificate or Book-Entry Shares representing Exchanged Shares that are not registered in the stock transfer records of Merger Partnerthe Company, a certificate representing the proper number of whole shares of Public Company Parent Common Stock plus any cash in lieu of fractional shares pursuant to Section 2.2(c) and any dividends or distributions pursuant to Section 2.2(d) may of Parent Common Stock comprising the Merger Consideration shall be issued or paid in exchange therefor to a person Person other than the person Person in whose name the Certificate or Book-Entry Shares so surrendered is registeredregistered if the Certificate or Book-Entry Shares formerly representing such Exchanged Shares shall be properly endorsed or otherwise be in proper form for transfer and the Person requesting such payment or issuance shall pay any transfer or other similar taxes required by reason of the payment or issuance to a Person other than the registered holder of the Certificate or Book-Entry Shares, only if or establish to the reasonable satisfaction of Parent that the tax has been paid or is not applicable. The Exchange Agent (or, subsequent to the earlier of (x) the one-year anniversary of the Effective Time and (y) the expiration or termination of the Exchange Agent Agreement, Parent) shall be entitled to deduct and withhold from any cash otherwise payable pursuant to this Agreement to any holder of Exchanged Shares such Certificate amounts as the Exchange Agent or Parent, as the case may be, is required to deduct and withhold under the Code, or any provision of state, local or foreign Tax Law, with respect to the making of such payment. If, prior to the Closing Date, the Exchange Agent or Parent determines that any such deduction or withholding is so required as of the Effective Time, the Exchange Agent or Parent, as the case may be, shall notify the Company and the parties shall cooperate in good faith to reduce or eliminate such deduction or withholding. To the extent the amounts are so withheld by the Exchange Agent or Parent, as the case may be, and timely paid over to the appropriate Governmental Entity, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the holder of Exchanged Shares in respect of whom such deduction and withholding was made by the Exchange Agent or Parent, as the case may be. (e) After the Effective Time, there shall be no transfers on the stock transfer books of the Company of the shares of Company Common Stock that were issued and outstanding immediately prior to the Effective Time other than to settle transfers of such Company Common Stock that occurred prior to the Effective Time. If, after the Effective Time, Certificates or Book-Entry Shares representing any such shares of Company Common Stock are presented for transfer to the Exchange Agent, accompanied by all documents required to evidence and effect such transfer and by evidence that any applicable stock transfer taxes have been paid. Until surrendered as contemplated by this Section 2.2, each Certificate they shall be deemed at cancelled and exchanged for the applicable Merger Consideration and any time after the Effective Time to represent only the right to receive shares of Public Company Common Stock pursuant to the provisions of this Article II plus cash in lieu of fractional shares of Parent Common Stock to be issued or paid in consideration therefor in accordance with the procedures set forth in this Article II. (f) Notwithstanding anything to the contrary contained in this Agreement, no fractional shares of Parent Common Stock shall be issued upon the surrender of Certificates or Book-Entry Shares for exchange, no dividend or distribution with respect to Parent Common Stock shall be payable on or with respect to any fractional share, and such fractional share interests shall not entitle the owner thereof to vote or to any other rights of a shareholder of Parent. In lieu of the issuance of any such fractional share, Parent shall pay to each former shareholder of the Company who otherwise would be entitled to receive such fractional share an amount in cash (rounded to the nearest cent) determined by multiplying (i) the Parent Average Closing Price by (ii) the fraction of a share (after taking into account all shares of Company Common Stock held by such holder at the Effective Time and rounded to the nearest thousandth when expressed in decimal form) of Parent Common Stock to which such holder would otherwise be entitled to receive pursuant to Section 2.2(c1.4. (g) Any portion of the Exchange Fund that remains unclaimed by the shareholders of the Company as of the one (1) year anniversary of the Effective Time will be transferred to Parent. In such event, any former shareholders of the Company who have not theretofore complied with this Article II shall thereafter look only to Parent with respect to the Merger Consideration, any cash in lieu of any fractional shares, and any unpaid dividends or and distributions then payable on the Parent Common Stock deliverable in respect of each share of Company Common Stock such shareholder holds as determined pursuant to Section 2.2(dthis Agreement, in each case, without any interest thereon. Notwithstanding the foregoing, none of Parent, the Exchange Agent or any other Person shall be liable to any former holder of shares of Company Common Stock for any amount delivered in good faith to a public official pursuant to applicable abandoned property, escheat or similar Laws. (h) In the event that any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person claiming such Certificate to be lost, stolen or destroyed and, if reasonably required by Parent or the Exchange Agent, the posting by such Person of a bond in such amount as contemplated by Parent may determine is reasonably necessary as indemnity against any claim that may be made against it with respect to such Certificate, the Exchange Agent will issue in exchange for such lost, stolen or destroyed Certificate, the applicable Merger Consideration deliverable in respect thereof pursuant to this Section 2.2Agreement.

Exchange Procedures. (a) At or prior to the Effective Time, United shall deposit, or shall cause to be deposited, with the Exchange Agent, for the benefit of the holders of certificates formerly representing shares of CBTC Common Stock (“Old Certificates”) and holders of non-certificated shares of CBTC Common Stock (“Book-Entry Shares”), for exchange in accordance with this Article IV, (i) non-certificated shares of United Common Stock (collectively, “United Book-Entry Shares”) and (ii) an amount of cash necessary for payments required by Section 4.03 (the “Exchange Fund”). The Exchange Fund will be distributed in accordance with the Exchange Agent’s normal and customary procedures established in connection with merger transactions. (b) As soon as reasonably practicable after the Effective Time, and in no event later than five (5) business days thereafter, the Exchange Agent shall mail to each holder of record of a Certificate (i) one or more Old Certificates or Book-Entry Shares a letter of transmittal in customary form specifying (which shall specify that delivery shall be effected, and risk of loss and title to the Old Certificates or Book-Entry Shares shall pass, only upon delivery of the Old Certificates or Book-Entry Shares to the Exchange Agent, ) and (ii) instructions for use in effecting the surrender of the Old Certificates or Book-Entry Shares in exchange for certificates representing shares United Book-Entry Shares, if any, that the holders of Public Company Common Stock (plus the Old Certificates or Book-Entry Shares are entitled to receive pursuant to Article IV, and any cash in lieu of fractional shares, if any, shares into which the shares of Public Company CBTC Common Stock and any dividends represented by the Old Certificates or distributions as provided below)Book-Entry Shares shall have been converted pursuant to this Agreement. Upon proper surrender of a an Old Certificate or Book-Entry Shares for exchange and cancellation to the Exchange Agent or to such other agent or agents as may be appointed by Public CompanyAgent, together with such properly completed letter of transmittal, duly executed, and such other documents as may reasonably be required by the Exchange Agent and Public Company, the holder of such Certificate Old Certificates or Book-Entry Shares shall be entitled to receive in exchange therefor a certificate or book entry account (i) United Book-Entry Shares representing that number of whole shares of Public Company United Common Stock which that such holder has the right to receive pursuant to Article IV, if any, and (ii) a check representing the provisions amount of this Article II plus any cash in lieu of fractional shares pursuant to Section 2.2(c) and any dividends or distributions then payable pursuant to Section 2.2(d), and the Certificate so surrendered shall immediately be cancelled. In the event of a transfer of ownership of Merger Partner Common Stock which is not registered in the transfer records of Merger Partner, a certificate representing the proper number of whole shares of Public Company Common Stock plus cash in lieu of fractional shares pursuant to Section 2.2(c) and any dividends or distributions pursuant to Section 2.2(d) may be issued or paid to a person other than the person in whose name the Certificate so surrendered is registered, only if such Certificate is presented to the Exchange Agent, accompanied by all documents required to evidence and effect such transfer and by evidence that any applicable stock transfer taxes have been paid. Until surrendered as contemplated by this Section 2.2, each Certificate shall be deemed at any time after the Effective Time to represent only holder has the right to receive shares in respect of Public Company Common Stock the Old Certificates or Book-Entry Shares surrendered pursuant to the provisions of this Article II plus IV, and the Old Certificates or Book-Entry Shares so surrendered shall forthwith be cancelled. (c) If any Old Certificates or Book-Entry Shares representing CBTC Common Stock have been lost, mutilated, stolen, or destroyed, upon the making of an affidavit of that fact by the Person claiming such Old Certificates or Book-Entry Shares to be lost, stolen, mutilated, destroyed or are otherwise missing, and, if requested by the Exchange Agent, the posting by such Person of a bond in such amount as the Exchange Agent reasonably directs as indemnity against any claim that may be made against it or United with respect to such Old Certificate or Book-Entry Shares, the Exchange Agent shall issue in exchange for such lost, mutilated, stolen, or destroyed Old Certificate or Book-Entry Shares the Merger Consideration as provided for in this Section 4.04. Neither the Exchange Agent, if any, nor any party hereto shall be liable to any former holder of CBTC Common Stock for any amount properly delivered to a public official pursuant to applicable abandoned property, escheat or similar laws. (d) No dividends or other distributions with respect to United Common Stock with a record date occurring after the Effective Time shall be paid to the holder of any unsurrendered Old Certificate or Book-Entry Shares representing shares of CBTC Common Stock converted in the Merger into the right to receive shares of such United Common Stock until the holder thereof shall be entitled to receive United Book-Entry Shares in exchange therefore in accordance with the procedures set forth in this Section 4.04. After becoming so entitled in accordance with this Section 4.04, the record holder thereof also shall be entitled to receive any such dividends or other distributions by the Exchange Agent, without any interest thereon, which theretofore had become payable with respect to shares of United Common Stock such holder had the right to receive upon surrender of the Old Certificates or Book-Entry Shares. (e) Any portion of the Exchange Fund that remains unclaimed by the shareholders of CBTC on the business day after the one-year anniversary of the Effective Date shall be paid to United. Any shareholders of CBTC who have not theretofore complied with this Article IV shall thereafter look only to United for payment of the Merger Consideration, cash in lieu of any fractional shares and unpaid dividends and distributions on United Common Stock deliverable in respect of each share of CBTC Common Stock such shareholder holds as determined pursuant to Section 2.2(c) and this Agreement, in each case, without any dividends or distributions then payable pursuant to Section 2.2(d) as contemplated by this Section 2.2interest thereon.

Exchange Procedures. As soon as reasonably practicable and in any event within ten (10) business days after the Effective Time, the Parent shall cause the Exchange Agent shall to mail to each holder of record of a Certificate (i) a letter of transmittal (which shall (A) include a form of election by which each such holder may elect to receive the merger consideration to which such holder is entitled in customary the form specifying of Parent ADSs or Parent Ordinary Shares in registered form and (B) 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, Agent and shall be in such form and have such other provisions as the Parent may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for certificates representing shares of Public Company Common Stock Parent ADRs (plus cash in lieu of fractional shares, if any, of Public Company Common Stock Parent ADSs and any dividends or distributions as provided below)) or certificates representing Parent Ordinary Shares. Upon surrender of a Certificate for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by Public Companythe Parent, together with such letter of transmittal, duly executed, and such other documents as may reasonably be required by the Exchange Agent and Public CompanyAgent, the holder of such Certificate shall be entitled to receive in exchange therefor a certificate or book entry account Parent ADR representing that number of whole shares Parent ADSs or a certificate representing that number of Public Company Common Stock Parent Ordinary Shares which such holder has the right to receive pursuant to the provisions of this Article II plus cash in lieu of fractional shares pursuant to Section 2.2(c2.2(e) and any dividends or distributions then payable pursuant to Section 2.2(d2.2(c), and the Certificate so surrendered shall immediately be cancelled. In the event of a transfer of ownership of Merger Partner Company Common Stock which is not registered in the transfer records of Merger Partnerthe Company, a Parent ADR representing the proper number of Parent ADSs or a certificate representing the proper number of whole shares of Public Company Common Stock Parent Ordinary Shares issuable in exchange therefor pursuant to this Article II plus cash in lieu of fractional shares pursuant to Section 2.2(c2.2(e) and any dividends or distributions then payable pursuant to Section 2.2(d2.2(c) may be issued or paid to a person other than the person in whose name the Certificate so surrendered is registered, only if such Certificate is presented to the Exchange Agent, accompanied by all documents required to evidence and effect such transfer and by evidence that any applicable stock transfer taxes have been paid. Until surrendered as contemplated by this Section 2.2, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive shares of Public Company Common Stock pursuant to upon such surrender the provisions of this Article II Parent ADR representing Parent ADSs or certificates representing Parent Ordinary Shares plus cash in lieu of fractional shares pursuant to Section 2.2(c2.2(e) and any dividends or distributions then payable pursuant to Section 2.2(d2.2(c) as contemplated by this Section 2.2.

Exchange Procedures. As soon as reasonably practicable after the Effective Time and in any event not later than the fourth business day following the Effective Time, Parent shall cause the Exchange Agent shall to mail to each holder of record of a Certificate Shares as of the Effective Time (i) a letter of transmittal in customary form specifying (which shall specify that delivery shall be effected, and that risk of loss and title to the Certificates Shares shall pass, only upon delivery of the Certificates Shares to the Exchange Agent, Agent and which shall be in form and substance reasonably satisfactory to Parent and the Company) and (ii) instructions for use in effecting the surrender of the Certificates Shares in exchange for certificates representing whole shares of Public Company Parent Common Stock (plus or appropriate alternative arrangements made by Parent if uncertificated shares of Parent Common Stock will be issued), cash in lieu of any fractional shares, if any, shares of Public Company Parent Common Stock pursuant to Section 2.1(d) and any dividends or other distributions as provided belowpayable pursuant to Section 2.2(c). Exchange of any Shares held in book entry form shall be effected in accordance with the Exchange Agent’s customary procedures with respect to securities held in book entry form. Upon surrender of a Certificate Shares for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by Public CompanyAgent, 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 and Public Companyor Parent, the holder of such Certificate Shares shall be entitled to receive in exchange therefor a certificate or book entry account representing that number of whole shares of Public Company Parent Common Stock (after taking into account all Shares surrendered by such holder) to which such holder is entitled pursuant to Section 2.1 (which shall be in uncertificated book entry form unless a physical certificate is affirmatively requested), payment by cash or check in lieu of fractional shares of Parent Common Stock which such holder has the right is entitled to receive pursuant to the provisions of this Article II plus cash in lieu of fractional shares pursuant to Section 2.2(c2.1(d) and any dividends or distributions then payable pursuant to Section 2.2(d2.2(c), and the Certificate Shares so surrendered shall immediately forthwith be cancelled. In If any portion of the event of a transfer of ownership of Merger Partner Common Stock which Consideration is not to be registered in the transfer records name of Merger Partner, a certificate representing the proper number of whole shares of Public Company Common Stock plus cash in lieu of fractional shares pursuant to Section 2.2(c) and any dividends or distributions pursuant to Section 2.2(d) may be issued or paid to a person other than the person in whose name the Certificate so applicable surrendered Share is registered, only if such Certificate is presented it shall be a condition to the Exchange Agent, accompanied by registration thereof that the surrendered Share be in proper form for transfer and that the person requesting such delivery of the Merger Consideration pay any and all documents transfer and other similar Taxes required to evidence and effect be paid as a result of such transfer and by evidence registration in the name of a person other than the registered holder of such Share or establish to the satisfaction of the Exchange Agent that any applicable stock transfer taxes such Taxes have been paidpaid or are not payable. Until surrendered as contemplated by this Section 2.22.2(b), each Certificate Share shall be deemed at any time after the Effective Time to represent only the right to receive shares of Public Company Common Stock pursuant the Merger Consideration (and any amounts to the provisions of this Article II plus cash in lieu of fractional shares be paid pursuant to Section 2.1(d) or Section 2.2(c)) and upon such surrender. No interest shall be paid or shall accrue on or with respect to the Merger Consideration or on or with respect to any dividends or distributions then amount payable pursuant to Section 2.2(d2.1(d) as contemplated by this or Section 2.22.2(c).

Exchange Procedures. (a) As soon promptly as reasonably practicable after the Effective Time, the Exchange Agent shall mail will send to each record holder of record of a Certificate or holder of shares of Uncertificated Company Stock other than Certificates in respect of Dissenting Shares, (i) a letter of transmittal in customary form specifying (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, Agent and shall be in a form and have such other provisions as Parent may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates or Uncertificated Company Stock in exchange for certificates representing shares the Merger Consideration. As soon as reasonably practicable after the Effective Time, each holder of Public Company Common Stock (plus cash in lieu of fractional sharesa Certificate, if any, of Public Company Common Stock and any dividends or distributions as provided below). Upon upon surrender of a Certificate for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by Public Company, together with such letter of transmittal, duly executed, and such other documents as may reasonably be required by the Exchange Agent and Public CompanyAgent, the holder of such Certificate shall be entitled to receive in exchange therefor a certificate or book entry account representing that the number of whole full shares of Public Parent Common Stock (which shall be in uncertificated, book-entry form), and the amount of cash (including amounts to be paid pursuant to Section 1.8(a) and in respect of any dividends or other distributions to which holders are entitled pursuant to Section 2.3, if any), into which the aggregate number of shares of Company Common Stock which previously represented by such holder has the right to receive Certificate shall have been converted pursuant to this Agreement. The Exchange Agent shall accept such Certificates upon compliance with such reasonable terms and conditions as the provisions of this Article II plus Exchange Agent may impose to effect an orderly exchange thereof in accordance with normal exchange practices. (b) No interest will be paid or will accrue on any cash in lieu of fractional shares pursuant to Section 2.2(c) and any dividends or distributions then payable pursuant to Section 2.2(d), and the Certificate so surrendered shall immediately be cancelled. 1.8(a) or 2.3. (c) In the event of a transfer of ownership of Merger Partner Company Common Stock which is not registered in the transfer records of Merger Partnerthe Company, a certificate representing one or more shares of Parent Common Stock evidencing, in the aggregate, the proper number of whole shares of Public Company Parent Common Stock plus Stock, a check in the proper amount of cash in lieu of fractional shares pursuant to Section 2.2(c1.8(a) and any dividends or other distributions to which such holder is entitled pursuant to Section 2.2(d) 2.3, may be issued or paid with respect to such Company Common Stock to such a person other than the person in whose name transferee only if the Certificate so surrendered is registered, only if representing such Certificate shares of Company Common Stock is presented to the Exchange Agent, accompanied by all documents required to evidence and effect such transfer and by to evidence that any applicable stock transfer taxes Taxes have been paid. Until surrendered as contemplated by this Section 2.2, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive shares of Public Company Common Stock pursuant to the provisions of this Article II plus cash in lieu of fractional shares pursuant to Section 2.2(c) and any dividends or distributions then payable pursuant to Section 2.2(d) as contemplated by this Section 2.2.

Exchange Procedures. As soon as reasonably practicable Promptly after the Effective Time, but no later than five (5) Business Days after the Exchange Agent Effective Date, Acquiror shall mail cause to be mailed to each holder of record of a Certificate certificate or certificates (the "Certificates") that immediately prior to the Effective Time represented outstanding shares of Target Common Stock, whose shares were converted into the right to receive shares of Acquiror Common Stock and cash in lieu of fractional shares pursuant to Section 1.6, (i) a letter of transmittal in customary form specifying (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery receipt of the Certificates to by the Exchange Agent, and shall be in such form and have such other provisions as Acquiror may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for certificates representing shares of Public Company Acquiror Common Stock (plus and cash in lieu of fractional shares, if any, of Public Company Common Stock and any dividends or distributions as provided below). Upon surrender of a Certificate for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by Public CompanyAgent, together with such letter of transmittal, duly executed, completed and validly executed in accordance with the instructions thereto and such other customary documents as may reasonably be required by the Exchange Agent and Public Companypursuant to such instructions, the holder of such Certificate shall be entitled to receive in exchange therefor a certificate therefor, and Acquiror shall cause the Exchange Agent to promptly send to the holder, one or book entry account more certificates as requested by the holder (properly issued, executed and countersigned, as appropriate) representing that the number of whole shares of Public Company Acquiror Common Stock which and payment of cash in lieu of fractional shares that such holder has the right to receive pursuant to the provisions of this Article II plus cash in lieu of fractional shares pursuant to Section 2.2(c) 1.6 and any dividends or other distributions then payable to which such holder is entitled pursuant to Section 2.2(d1.7(c), and the Certificate so surrendered shall immediately forthwith be cancelledcanceled. In the event of a transfer of ownership of Merger Partner shares of Target Common Stock which is not registered in the transfer records of Merger PartnerTarget as of the Effective Time, a certificate representing the proper number of whole shares of Public Company Acquiror Common Stock plus Stock, dividends, distributions and cash in lieu respect of fractional shares pursuant to Section 2.2(c) and any dividends or distributions pursuant to Section 2.2(d) may be issued or and paid in accordance with this Article I to a person other than the person in whose name transferee if the Certificate so surrendered is registered, only if evidencing such Certificate shares of Target Common Stock is presented to the Exchange Agent, accompanied by all documents required to evidence and effect such transfer pursuant to Section 1.7(d) and by evidence that any applicable stock transfer taxes have been paid. Until surrendered as contemplated by this Section 2.2so surrendered, each outstanding Certificate shall that, prior to the Effective Time, represented shares of Target Common Stock will be deemed at any time from and after the Effective Time Time, for all corporate purposes, to represent evidence only the right to receive shares of Public Company Acquiror Common Stock pursuant to the provisions into which such shares of this Article II plus Target Common Stock shall have been so converted and an amount in cash in lieu of the issuance of any fractional shares pursuant to in accordance with Section 2.2(c) and any dividends or distributions then payable pursuant to Section 2.2(d) as contemplated by this Section 2.21.6.

Exchange Procedures. As soon as reasonably practicable after Upon surrender to the Effective Time, the Exchange Paying Agent shall mail to each holder of record of a Certificate (i) certificate representing Common Shares for cancellation, together with a letter of transmittal in customary form specifying 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 (ii) instructions for use in effecting the surrender of the Certificates in exchange for certificates representing shares of Public Company Common Stock (plus cash in lieu of fractional shares, if any, of Public Company Common Stock and any dividends or distributions as provided below). Upon surrender of a Certificate for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by Public Company, together with such letter of transmittal, duly executed, and such other customary documents as may reasonably be required by the Exchange Agent instruction to the letter of transmittal (collectively, the "Certificate") and Public Companyacceptance thereof by the Paying Agent, the holder of such Certificate shall be entitled to receive in exchange therefor a certificate or book entry account representing (i) certificates evidencing that number of whole shares of Public Company PennCorp Common Stock which such holder has the right to receive pursuant in respect of Common Shares previously represented by such Certificate in accordance with Section 1.9.1, (ii) cash to the provisions of this Article II plus which such holder is entitled to receive in accordance with Section 1.9.1, (iii) cash in lieu of fractional shares of PennCorp Common Stock to which such holder is entitled pursuant to Section 2.2(c1.11.6, and (iv) and any dividends or other distributions then payable to which such holder is entitled pursuant to Section 2.2(d1.11.4 (the shares of PennCorp Common Stock, dividends, distributions and cash described in clauses (i), and the Certificate so surrendered shall immediately be cancelled. In the event of a transfer of ownership of Merger Partner Common Stock which is not registered in the transfer records of Merger Partner(ii), a certificate representing the proper number of whole shares of Public Company Common Stock plus cash in lieu of fractional shares pursuant to Section 2.2(c(iii) and (iv) are referred to collectively as the "Merger Consideration"). The Paying Agent shall accept such Certificate upon compliance with such reasonable terms and conditions as the Paying Agent may impose to effect an orderly exchange thereof in accordance with normal exchange practices. If the Merger Consideration (or any dividends or distributions pursuant portion thereof) is to Section 2.2(d) may be issued or paid delivered to a any person other than the person in whose name the Certificate representing Common Shares surrendered in exchange therefor is registered on the record books of the Company, it shall be a condition to such exchange that the Certificate so surrendered shall be properly endorsed or otherwise be in proper form for transfer and that the person requesting such exchange shall pay to the Paying Agent any transfer or other taxes required by reason of the payment of such consideration to a person other than the registered holder of the Certificate surrendered, or shall establish to the satisfaction of the Paying Agent that such tax has been paid or is registerednot applicable. After the Effective Time, only there shall be no further transfer on the records of the Company or its transfer agent of any Certificate representing Common Shares and if any such Certificate is presented to the Exchange AgentCompany for transfer, accompanied by all documents required to evidence and effect such transfer and by evidence that any applicable stock transfer taxes have been paidit shall be cancelled against delivery of the Merger Consideration as hereinabove provided. Until surrendered as contemplated by this Section 2.21.11.2, each Certificate representing Common Shares (other than a Certificate representing Common Shares to be cancelled in accordance with Section 1.9.8), shall be deemed at any time after the Effective Time to represent only the right to receive shares of Public Company Common Stock pursuant to upon such surrender the provisions of this Article II plus cash in lieu of fractional shares pursuant to Section 2.2(c) and Merger Consideration, without any dividends or distributions then payable pursuant to Section 2.2(d) as contemplated by this Section 2.2interest thereon.

Exchange Procedures. As soon as reasonably practicable after following ------------------- the Effective Time, the Surviving Corporation shall cause the Exchange Agent shall to mail to each holder of record of a Certificate Shares (other than holders of Excluded Shares) (i) a letter of transmittal in customary form specifying that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates (or affidavits of loss in lieu thereof) to the Exchange Agent, such letter of transmittal to be in such form and have such other provisions as Parent and the Company may reasonably agree, and (ii) instructions for use in effecting the surrender of the Certificates in exchange for (A) certificates representing shares of Public Company Parent Common Stock comprising the Merger Consideration, (plus B) if applicable, cash comprising the Merger Consideration, and (C) any unpaid dividends and other distributions and cash in lieu of fractional shares. Subject to Section 4.2(g), if any, of Public Company Common Stock and any dividends or distributions as provided below). Upon upon surrender of a Certificate for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by Public Company, together with such letter of transmittal, duly executed, and such other documents as may reasonably be required by the Exchange Agent and Public Company, the holder of such Certificate shall be entitled to receive in exchange therefor (x) a certificate or book entry account representing that number of whole shares of Public Company Parent Common Stock which that such holder is entitled to receive pursuant to this Article IV, (y) a check in the amount (after giving effect to any required tax withholdings) of (A) any cash comprising the Merger Consideration, plus (B) any cash in lieu of fractional shares, plus (C) any unpaid non-stock dividends and any other dividends or other distributions that such holder has the right to receive pursuant to the provisions of this Article II plus cash in lieu of fractional shares pursuant to Section 2.2(c) and any dividends or distributions then payable pursuant to Section 2.2(d)IV, and the Certificate so surrendered shall immediately forthwith be cancelled. No interest will be paid or accrued on any amount payable upon due surrender of the Certificates. In the event of a transfer of ownership of Merger Partner Common Stock which Shares that is not registered in the transfer records of Merger Partnerthe Company, a certificate representing the proper number of whole shares of Public Company Parent Common Stock plus Stock, together with a check for any cash in lieu to be paid upon due surrender of fractional shares pursuant to Section 2.2(c) the Certificate and any other dividends or distributions pursuant to Section 2.2(d) in respect thereof, may be issued or and/or paid to such a person other than the person in whose name transferee if the Certificate so surrendered is registered, only if formerly representing such Certificate Shares is presented to the Exchange Agent, accompanied by all documents required to evidence and effect such transfer and by to evidence that any applicable stock transfer taxes have been paid, in form and substance reasonably satisfactory to Parent and the Exchange Agent. Until If any check or any certificate for shares of Parent Common Stock is to be issued in a name other than that in which the Certificate surrendered as contemplated by this Section 2.2in exchange therefor is registered, each Certificate it shall be deemed at a condition of such exchange that the Person (as defined below) requesting such exchange shall pay any time after transfer or other taxes required by reason of the Effective Time to represent only the right to receive issuance of certificates for shares of Public Company Parent Common Stock pursuant in a name other than that of the registered holder of the Certificate surrendered, or shall establish to the provisions satisfaction of this Article II plus cash in lieu of fractional shares pursuant to Section 2.2(c) Parent and any dividends the Exchange Agent that such tax has been paid or distributions then payable pursuant to Section 2.2(d) as contemplated by this Section 2.2is not applicable.

Exchange Procedures. As soon as reasonably practicable after the Effective Time, the Exchange Agent shall mail to each holder of record of a Certificate certificate or certificates which immediately prior to the Effective Time represented outstanding shares of Company Common Stock (the "Certificates") whose shares were converted pursuant to Section 2.01 into the right to receive shares of Parent Common Stock (i) a letter of transmittal in customary form specifying (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, Agent and shall be in such form and have such other provisions as Parent may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for certificates representing shares of Public Company Parent Common Stock (plus cash in lieu of fractional shares, if any, of Public Company Parent Common Stock and any dividends or distributions as provided below). Upon surrender of a Certificate for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by Public CompanyParent, together with such letter of transmittal, duly executed, and such other documents as may reasonably be required by the Exchange Agent and Public CompanyAgent, the holder of such Certificate shall be entitled to receive in exchange therefor a certificate or book entry account representing that number of whole shares of Public Company Parent Common Stock which such holder has the right to receive pursuant to the provisions of this Article II plus cash in lieu of fractional shares pursuant to Section 2.2(c2.02(e) and any dividends or distributions then payable pursuant to Section 2.2(d2.02(c), and the Certificate so surrendered shall immediately be cancelled. In the event of a transfer of ownership of Merger Partner Company Common Stock which is not registered in the transfer records of Merger Partnerthe Company, a certificate representing the proper number of whole shares of Public Company Parent Common Stock plus cash in lieu of fractional shares pursuant to Section 2.2(c2.02(e) and any dividends or distributions pursuant to Section 2.2(d2.02(c) may be issued or paid to a person other than the person in whose name the Certificate so surrendered is registered, only if the Certificate representing such Certificate Company Common Stock is presented to the Exchange Agent, accompanied by all documents required to evidence and effect such transfer and by evidence that any applicable stock transfer taxes have been paid. Until surrendered as contemplated by this Section 2.22.02, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the certificate representing shares of Public Company Parent Common Stock pursuant to the provisions of this Article II plus cash in lieu of fractional shares pursuant to Section 2.2(c2.02(e) and any dividends or distributions then payable pursuant to Section 2.2(d2.02(c) as contemplated by this Section 2.22.02.

Exchange Procedures. As soon promptly as reasonably practicable after the Effective Time, Parent shall instruct the Exchange Agent shall to mail to each holder record holder, as of record the Effective Time, of a an outstanding Certificate or Book Entry Share that immediately prior to the Effective Time represented shares of Company Common Stock (i) a letter of transmittal in customary form specifying (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shares of Company Common Stock shall pass, only upon proper delivery of the corresponding Certificates to the Exchange AgentAgent or receipt by the Exchange Agent of an “agent’s message” with respect to Book Entry Shares, and shall be in customary form as directed by Parent and reasonably acceptable to the Company) and (ii) instructions for use in effecting the surrender of the Certificates or Book Entry Shares in exchange for certificates representing the Merger Consideration payable in respect of the shares of Public Company Common Stock (plus cash in lieu of fractional sharesrepresented thereby. Promptly after the Effective Time, if any, of Public Company Common Stock and any dividends or distributions as provided below). Upon upon surrender of a Certificate Certificates or Book Entry Shares for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by Public Company, together with such letter letters of transmittal, properly completed and duly executed, and such other documents as may reasonably be required by pursuant to such instructions, the holders of such Certificates or Book Entry Shares and the holders of Certificates or Book Entry Shares who previously surrendered Certificates or Book Entry Shares to the Exchange Agent with properly completed and Public Company, the holder of such Certificate duly executed Election Forms shall be entitled to receive in exchange therefor a certificate or book entry account representing that therefor, upon completion of the calculations required by Section 2.7, (A) shares of Parent Common Stock representing, in the aggregate, the whole number of whole shares of Public Company Parent Common Stock which that such holder has the right to receive pursuant to Section 2.7 (after taking into account all shares of Company Common Stock then held by such holder) and (B) a check in the provisions amount equal to the aggregate amount of this Article II plus cash that such holder has the right to receive pursuant to Section 2.7, dividends and other distributions pursuant to Section 2.9(c) and cash payable in lieu of any fractional shares of Parent Common Stock pursuant to Section 2.2(c) and 2.9(e). No interest shall be paid or accrued on any dividends or distributions then payable pursuant to Section 2.2(d), and the Certificate so surrendered shall immediately be cancelledMerger Consideration. In the event of a transfer of ownership of Merger Partner shares of Company Common Stock which is not registered in the transfer records of the Company, the Merger Partner, a certificate representing the proper number Consideration payable in respect of whole such shares of Public Company Common Stock plus cash in lieu of fractional shares pursuant to Section 2.2(c) and any dividends or distributions pursuant to Section 2.2(d) may be issued or paid to a person other than the person in whose name transferee if the Certificate so surrendered is registered, only if representing such Certificate shares of Company Common Stock is presented to the Exchange Agent, accompanied by all documents required to evidence and effect such transfer and the Person requesting such exchange shall pay to the Exchange Agent in advance any transfer or other Taxes required by evidence reason of the delivery of the Merger Consideration in any name other than that any applicable stock transfer taxes of the registered holder of the Certificate surrendered, or shall establish to the satisfaction of the Exchange Agent that such Taxes have been paid. Until surrendered as contemplated by this Section 2.2, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive shares of Public Company Common Stock pursuant to the provisions of this Article II plus cash in lieu of fractional shares pursuant to Section 2.2(c) and any dividends paid or distributions then payable pursuant to Section 2.2(d) as contemplated by this Section 2.2are not payable.

Exchange Procedures. As soon as reasonably practicable after the Effective TimeTime of the First Merger, Parent shall cause the Exchange Agent shall to mail to each holder of record (as of the Effective Time of the First Merger) of a Certificate certificate or certificates (the “Certificates”), which immediately prior to the Effective Time of the First Merger represented outstanding shares of Company Common Stock, or non-certificated shares of Company Common Stock represented by book entry (“Book Entry Shares”) whose shares were converted into the right to receive the Merger Consideration, cash in lieu of any fractional shares pursuant to Section 1.6(e) and any dividends or other distributions pursuant to Section 1.7(d): (i) a letter of transmittal in customary form specifying (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates or Book Entry Shares to the Exchange Agent, ) and shall otherwise be in customary form and (ii) instructions for use in effecting the surrender of the Certificates or Book Entry Shares in exchange for certificates representing whole shares of Public Company Parent Common Stock (plus Stock, the Merger Cash Consideration, cash in lieu of any fractional shares, if any, of Public Company Common Stock shares pursuant to Section 1.6(e) and any dividends or other distributions as provided belowpursuant to Section 1.7(d). Upon surrender of a Certificate Certificates or Book Entry Shares for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by Public CompanyAgent, together with such letter of transmittal, duly executed, completed and validly executed in accordance with the instructions thereto and such other documents as may reasonably be required by the Exchange Agent and Public CompanyAgent, the holder of record of such Certificate Certificates or Book Entry Shares shall be entitled to receive in exchange therefor a certificate or book entry account representing that the Merger Cash Consideration and the number of whole shares of Public Company Parent Common Stock (after taking into account all Certificates and Book Entry Shares surrendered by such holder of record) to which such holder is entitled pursuant to Section 1.6(a) (which, at the election of Parent, may be in uncertificated book entry form unless a physical certificate is requested by the holder of record or is otherwise required by applicable Legal Requirements (as defined in Section 2.2(e)), a cash payment in lieu of fractional shares which such holder has the right to receive pursuant to Section 1.6(e) and a cash payment for any dividends or distributions payable pursuant to Section 1.7(d), and the provisions Certificates and Book Entry Shares so surrendered shall forthwith be canceled. Until so surrendered, outstanding Certificates or Book Entry Shares will be deemed from and after the Effective Time of this Article II plus the First Merger, for all corporate purposes, to evidence only the right to receive the Merger Consideration to which such shares of Company Common Stock are entitled and the right to receive an amount in cash in lieu of the issuance of any fractional shares pursuant to in accordance with Section 2.2(c1.6(e) and any dividends or distributions then payable pursuant to Section 2.2(d1.7(d), and the Certificate so surrendered shall immediately be cancelled. In the event of a transfer of ownership of Merger Partner Common Stock which is not registered in the transfer records of Merger Partner, a certificate representing the proper number of whole shares of Public Company Common Stock plus cash in lieu of fractional shares pursuant to Section 2.2(c) and any dividends or distributions pursuant to Section 2.2(d) may be issued or paid to a person other than the person in whose name the Certificate so surrendered is registered, only if such Certificate is presented to the Exchange Agent, accompanied by all documents required to evidence and effect such transfer and by evidence that any applicable stock transfer taxes have been paid. Until surrendered as contemplated by this Section 2.2, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive shares of Public Company Common Stock pursuant to the provisions of this Article II plus cash in lieu of fractional shares pursuant to Section 2.2(c) and any dividends or distributions then payable pursuant to Section 2.2(d) as contemplated by this Section 2.2.

Exchange Procedures. As soon promptly as reasonably practicable after the Effective TimeTime (and in any event within three (3) business days), Parent shall cause the Exchange Agent shall to mail to each holder of record of a Certificate or Certificates whose shares were converted into the right to receive the Merger Consideration pursuant to Section 2.1(a): (i) a letter of transmittal (which shall be in customary form specifying 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 (ii) instructions for use in effecting the surrender of the Certificates pursuant to such letter of transmittal in exchange for certificates representing shares of Public Company Common Stock (plus cash in lieu of fractional shares, if any, of Public Company Common Stock and any dividends or distributions as provided below)the Merger Consideration. Upon surrender to the Exchange Agent of a Certificate for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by Public Companycancellation, together with such letter of transmittal, duly executedcompleted and validly executed in accordance with the instructions thereto, and such other documents as may be required pursuant to such instructions or as may reasonably be required by the Exchange Agent and Public CompanyAgent, the holder of such Certificate shall be entitled to receive in exchange therefor therefor: (A) a certificate or book entry account representing that number of whole shares of Public Company Parent Common Stock which such holder has the right to receive pursuant to the provisions of this Article II plus in respect of the Company Shares formerly represented by such Certificate after taking into account all Company Shares then held by such holder, and (B) cash in lieu of any fractional shares of Parent Common Stock to which such holder is entitled pursuant to Section 2.2(c2.3(e) and any dividends or other distributions then payable to which such holder is entitled pursuant to Section 2.2(d2.3(c), and the Certificate so surrendered shall immediately forthwith be cancelled. No interest will be paid or will accrue on any cash payable pursuant to Section 2.3(c) or (e). In the event of a transfer of ownership of Merger Partner Common Stock which Company Shares that is not registered in the transfer records of Merger Partnerthe Company, a certificate representing the proper number of whole shares of Public Company Parent Common Stock plus and a check for cash in lieu of any fractional shares of Parent Common Stock to which such holder is entitled pursuant to Section 2.2(c2.3(e) and for any dividends or other distributions to which such holder is entitled pursuant to Section 2.2(d2.3(c) may be issued or paid to a person other than the person in whose name transferee if the Certificate so surrendered is registered, only if representing such Certificate Company Shares is presented to the Exchange Agent, accompanied by all documents required to evidence and effect such transfer and by evidence that any applicable stock transfer taxes have been paid. Until surrendered as contemplated by this Section 2.22.3, each Certificate shall be deemed at any time all times after the Effective Time to represent only the right to receive shares of Public Company Common Stock pursuant to upon such surrender the provisions of this Article II plus Merger Consideration, the cash in lieu of any fractional shares of Parent Common Stock to which such holder is entitled pursuant to Section 2.2(c2.3(e) and any dividends or other distributions then payable to which such holder is entitled pursuant to Section 2.2(d) as contemplated by this Section 2.22.3(c).

Exchange Procedures. As soon as reasonably practicable Promptly after the Effective Time, the Surviving Corporation shall cause the Exchange Agent shall to mail to each holder of record of a Certificate Shares (other than holders of Excluded Shares) (i) a letter of transmittal in customary form specifying that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates (or affidavits of loss in lieu thereof) to the Exchange Agent, such letter of transmittal to be in such form and have such other provisions as Parent and the Company may reasonably agree, and (ii) instructions for use in effecting the surrender of the Certificates in exchange for (A) certificates representing shares of Public Company Parent Common Stock or Parent Preferred Stock, as applicable, and (plus B) if applicable, unpaid dividends or other distributions and cash in lieu of fractional shares. Subject to Section 4.2(h), if any, of Public Company Common Stock and any dividends or distributions as provided below). Upon upon surrender of a Certificate for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by Public Company, together with such letter of transmittal, duly executed, and such other documents as may reasonably be required by the Exchange Agent and Public Company, the holder of such Certificate shall be entitled to receive in exchange therefor (x) a certificate or book entry account representing that number of whole shares of Public Company Parent Common Stock which or Parent Preferred Stock, as applicable, that such holder is entitled to receive pursuant to this Article IV, (y) a check in the amount (after giving effect to any required tax withholdings) of (A) any cash in lieu of fractional shares plus (B) any cash, including unpaid non-stock dividends and any other dividends or other distributions, that such holder has the right to receive pursuant to the provisions of this Article II plus cash in lieu of fractional shares pursuant to Section 2.2(c) and any dividends or distributions then payable pursuant to Section 2.2(d)IV, and the Certificate so surrendered shall immediately forthwith be cancelledcanceled. No interest will be paid or accrued on any amount payable upon due surrender of the Certificates. In the event of a transfer of ownership of Merger Partner Common Stock which Shares that is not registered in the transfer records of Merger Partnerthe Company, a certificate representing the proper number of whole shares of Public Company Parent Common Stock plus or Parent Preferred Stock, as applicable, together with a check for any cash in lieu to be paid upon due surrender of fractional shares pursuant to Section 2.2(c) the Certificate and any other dividends or distributions pursuant to Section 2.2(d) in respect thereof, may be issued or and/or paid to such a person other than the person in whose name transferee if the Certificate so surrendered is registered, only if formerly representing such Certificate Shares is presented to the Exchange Agent, accompanied by all documents required to evidence and effect such transfer and by to evidence that any applicable stock transfer taxes have been paid. Until If any certificate for shares of Parent Common Stock or Parent Preferred Stock, as applicable, is to be issued in a name other than that in which the Certificate surrendered as contemplated by this Section 2.2in exchange therefor is registered, each Certificate it shall be deemed at a condition of such exchange that the Person (as defined below) requesting such exchange shall pay any time after transfer or other taxes required by reason of the Effective Time to represent only the right to receive issuance of certificates for shares of Public Company Parent Common Stock pursuant or Parent Preferred Stock, as applicable, in a name other than that of the registered holder of the Certificate surrendered, or shall establish to the provisions satisfaction of this Article II plus cash in lieu of fractional shares pursuant to Section 2.2(c) and any dividends Parent or distributions then payable pursuant to Section 2.2(d) as contemplated by this Section 2.2the Exchange Agent that such tax has been paid or is not applicable.

Exchange Procedures. As soon (a) A Common Unitholder shall exercise its right to make an Exchange as reasonably practicable after set forth in Section 2.1 above by providing a written notice of Exchange substantially in the Effective Timeform of Exhibit A hereto, duly executed by such holder or such holder’s duly authorized attorney, in each case delivered during normal business hours at the principal executive offices of the Corporation and to Jersey ▇▇▇▇’s Holdings. Notwithstanding anything to the contrary herein, a notice of Exchange Agent shall mail to each holder of record of delivered by a Certificate Blackstone Member or a Founder Member (i) may specify that the Exchange is conditioned upon the pricing of a letter of transmittal in customary form specifying that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery sale or other disposition of the Certificates to the shares of Class A Common Stock issuable upon such Exchange Agent(including a block trade, underwritten offering or other capital markets transaction) or upon any other conditions specified therein, and (ii) instructions for use may be revoked or the settlement thereof delayed by such holder at any time prior to the consummation of such Exchange. (b) As promptly as practicable following the delivery of a notice of Exchange in effecting accordance with Section 2.2(a) (and in any event, within the surrender prevailing settlement period on the national securities exchange on which the Class A Common Stock is listed, subject to any later settlement date specified in, or contemplated by any condition set forth in, such notice of Exchange), Jersey ▇▇▇▇’s Holdings shall deliver or cause to be delivered at the offices of the Certificates in exchange for certificates representing then-acting registrar and transfer agent of the Class A Common Stock or, if there is no then-acting registrar and transfer agent of the Class A Common Stock, at the principal executive offices of the Corporation, the number of shares of Public Company Class A Common Stock (plus cash deliverable upon such Exchange registered in lieu the name of fractional shares, if any, of Public Company the relevant exchanging Common Unitholder. To the extent the Class A Common Stock and any dividends or distributions as provided below). Upon surrender is settled through the facilities of a Certificate for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by Public The Depository Trust Company, together with such letter of transmittalJersey ▇▇▇▇’s Holdings will, duly executed, and such other documents as may reasonably be required by the Exchange Agent and Public Company, the holder of such Certificate shall be entitled to receive in exchange therefor a certificate or book entry account representing that number of whole shares of Public Company Common Stock which such holder has the right to receive pursuant to the provisions of this Article II plus cash in lieu of fractional shares pursuant subject to Section 2.2(c) below, upon the written instruction of an exchanging Common Unitholder, use its commercially reasonable efforts to deliver the shares of Class A Common Stock deliverable to such exchanging Common Unitholder, through the facilities of The Depository Trust Company, to the account of the participant of The Depository Trust Company designated by such exchanging Common Unitholder. The Corporation, including in its capacity as the Managing Member of Jersey Mike’s Holdings, shall take such actions as may be required to ensure the performance by Jersey ▇▇▇▇’s Holdings of its obligations under this Article II, including the issuance and any dividends sale of shares of Class A Common Stock to or distributions then payable pursuant for the account of Jersey ▇▇▇▇’s Holdings (or, at the direction of the Corporation, to Section 2.2(d), and or for the Certificate so surrendered shall immediately be cancelled. In the event account of a wholly owned subsidiary of the Corporation, which subsidiary would deliver such shares to the exchanging Common Unitholder) in exchange for the delivery to the Corporation or such wholly owned subsidiary of the Corporation, as applicable, of a number of Common Units that is equal to the number of Common Units surrendered by an exchanging Common Unitholder. The Corporation shall take such actions (or cause its wholly owned subsidiary to take such as actions, as applicable) as may be required to ensure the performance of its obligations under this Article II. (c) Jersey ▇▇▇▇’s Holdings and each Exchanging Common Unitholder shall bear their own expenses in connection with the consummation of any Exchange, whether or not any such Exchange is ultimately consummated, except that Jersey ▇▇▇▇’s Holdings shall bear any transfer taxes, stamp taxes or duties, or other similar taxes in connection with, or arising by reason of, any Exchange; provided, however, that if any shares of ownership of Merger Partner Class A Common Stock which is not registered are to be delivered in the transfer records of Merger Partner, a certificate representing the proper number of whole shares of Public Company Common Stock plus cash in lieu of fractional shares pursuant to Section 2.2(c) and any dividends or distributions pursuant to Section 2.2(d) may be issued or paid to a person name other than that of the Common Unitholder that requested the Exchange, then such Common Unitholder and/or the person in whose name such shares are to be delivered shall pay to Jersey ▇▇▇▇’s Holdings the Certificate so surrendered is registeredamount of any transfer taxes, only if stamp taxes or duties, or other similar taxes in connection with, or arising by reason of, such Certificate is presented Exchange or shall establish to the reasonable satisfaction of Jersey ▇▇▇▇’s Holdings that such tax has been paid or is not payable. (d) The Corporation may adopt reasonable procedures for the implementation of the Exchange Agentprovisions set forth in this Article II (including policies regarding the use of specified brokers, accompanied restrictions on exchanges during blackout periods, restrictions on the frequency or timing of exchanges for administrative convenience, reasonable notice periods and/or minimum volume thresholds) provided, that no such procedures may be imposed on a Blackstone Member or a Founder Member without the prior written consent of such Blackstone Member or Founder Member, respectively. (e) Notwithstanding anything to the contrary herein, the Corporation may in its sole discretion elect to settle any Exchange hereunder: (i) by all documents required delivering shares of Class A Common Stock directly to evidence an exchanging Common Unitholder in exchange for such Common Unitholder’s delivery to the Corporation (or, at the direction of the Corporation, a wholly owned subsidiary of the Corporation), of the corresponding Common Units; or (ii) in the event that the Class A Common Stock is listed on a U.S. national securities exchange and effect the Corporation is utilizing the proceeds from a concurrent primary issuance of Class A Common Stock, by delivering an amount in U.S. dollars in immediately available funds equal to the product of (A) the price per share of Class A Common Stock received by the Corporation in the relevant primary issuance (the “Per Share Cash Settlement Price”), net of reasonable underwriting (or similar) discounts and commissions actually incurred, (B) the number of Common Units surrendered, and (C) the Exchange Rate (such transfer and by evidence product the “Cash Payment”) in exchange for such Common Unitholder’s delivery to the Corporation (or, at the direction of the Corporation, a wholly owned subsidiary of the Corporation), of the corresponding Common Units, provided that any applicable stock transfer taxes the Per Share Cash Settlement Price is not less than the Per Share Cash Settlement Threshold Price. Notwithstanding clause (ii) of the preceding sentence, the Corporation shall not have been paid. Until surrendered as contemplated by this Section 2.2, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive cash settle any Exchange if the aggregate Cash Payments made by the Corporation would exceed the aggregate amount of cash received by the Corporation in such concurrent primary issuance and the Corporation may not cash settle any Exchange unless all concurrent Exchanges are similarly cash settled. Underwriting (or similar) discounts and commissions in excess of those incurred in a concurrent sale of shares of Public Company Class A Common Stock pursuant by the exchanging Common Unitholder or an Affiliate thereof will not be considered reasonable. Any such transaction shall otherwise be effected on the terms and in the manner provided herein and shall constitute an “Exchange” for all purposes of this Agreement. (f) Notwithstanding anything to the provisions contrary herein, to the extent a Common Unitholder surrenders for exchange a fraction of this Article II plus a Common Unit, Jersey ▇▇▇▇’s Holdings may in its sole discretion deliver to such holder a cash amount equal to the market value of such fraction (as determined by Jersey ▇▇▇▇’s Holdings in its sole discretion) in lieu of fractional shares pursuant to Section 2.2(c) and any dividends or distributions then payable pursuant to Section 2.2(d) as contemplated by this Section 2.2delivering a fraction of a share of Class A Common Stock.

Exchange Procedures. As soon promptly as reasonably practicable after the Effective Time, Parent shall cause the Exchange Agent shall to mail to each holder of record of a Certificate certificate or certificates which immediately prior to the Effective Time represented outstanding Shares (the "Certificates") (i) a letter of transmittal (which shall be in customary form specifying 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 (ii) instructions for use in effecting the surrender of the Certificates in exchange for certificates representing shares of Public Company whole Parent Class B Common Stock (plus Shares, together with any dividends or distributions with respect thereto, and any cash in lieu of any fractional shares, if any, of Public Company Common Stock and any dividends or distributions as provided below). Upon surrender to the Exchange Agent of a Certificate for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by Public Companyexchange and cancellation, together with such letter of transmittal, duly executedexecuted and completed in accordance with the instructions thereto, and such other documents as may reasonably be required by the Exchange Agent and Public Companypursuant to such instructions, the holder of such Certificate shall be entitled to receive in exchange therefor a certificate or book entry account representing that number of whole shares of Public Company Parent Class B Common Stock Shares which such holder has the right to receive pursuant to in respect of the provisions of this Article II plus Shares formerly represented by such Certificate (after taking into account all Shares then held by such holder), cash in lieu of any fractional shares Parent Class B Common Shares to which such holder is entitled pursuant to Section 2.2(c2.02(e) and any dividends or other distributions then payable to which such holder is entitled pursuant to Section 2.2(d2.02(c), and the Certificate so surrendered shall immediately forthwith be cancelledcanceled. In the event of a transfer of ownership of Merger Partner Common Stock Shares which is not registered in the transfer records of Merger Partnerthe Company, a certificate representing the proper number of whole shares of Public Company Parent Class B Common Stock plus Shares, cash in lieu of any fractional shares Parent Class B Common Shares to which such holder is entitled pursuant to Section 2.2(c2.02(e) and any dividends or other distributions to which such holder is entitled pursuant to Section 2.2(d) 2.02(c), may be issued or paid to a person other than the person in whose name transferee if the Certificate so surrendered is registered, only if representing such Certificate Shares is presented to the Exchange Agent, accompanied by all documents required to evidence and effect such transfer and by evidence satisfactory to the Surviving Corporation that any applicable stock share transfer taxes have been paid. Until surrendered as contemplated by this Section 2.22.02, each Certificate shall be deemed at any time all times after the Effective Time to represent only the right to receive shares of Public Company upon such surrender the certificate representing Parent Class B Common Stock pursuant to the provisions of this Article II plus Shares, cash in lieu of any fractional shares Parent Class B Common Shares to which such holder is entitled pursuant to Section 2.2(c) and any dividends or distributions then payable pursuant to Section 2.2(d) as contemplated by this Section 2.2.to

Exchange Procedures. As soon as reasonably practicable Promptly after the Effective Time, but in no event more than 5 days after the Effective Time, Parent and the Surviving Corporation shall cause the Exchange Agent shall to mail to each holder of record of a Certificate (i) a letter of transmittal in customary form specifying which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Exchange Agent, and which letter shall be in customary form and have such other provisions as Parent may reasonably specify (such letter to be reasonably acceptable to the Company prior to the Effective Time) and (ii) instructions for use in effecting the surrender of the such Certificates in exchange for certificates representing shares of Public Company Common Stock (plus cash in lieu of fractional shares, if any, of Public Company Common Stock and any dividends or distributions as provided below)the applicable Merger Consideration. Upon surrender of a Certificate for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by Public Company, together with such letter of transmittal, duly executedexecuted and completed in accordance with the instructions thereto, and such other documents as may reasonably be required by the Exchange Agent and Public CompanyAgent, the holder of such Certificate shall be entitled to receive in exchange therefor (A) one or more shares of Parent Common Stock (which shall be in uncertificated book-entry form unless a physical certificate or book entry account representing that is requested) representing, in the aggregate, the whole number of whole shares that such holder has the right to receive pursuant to Section 1.7 (after taking into account all shares of Public Company Common Stock which then held by such holder) and (B) if required, a check in the amount equal to the cash that such holder has the right to receive pursuant to the provisions of this Article II plus II, including cash in lieu of any fractional shares of Parent Common Stock pursuant to Section 2.2(c) 2.5 and dividends and other distributions pursuant to Section 2.3. No interest will be paid or will accrue on any dividends or distributions then cash payable pursuant to Section 2.2(d), and the Certificate so surrendered shall immediately be cancelled2.3 or Section 2.5. In the event of a transfer of ownership of Merger Partner Company Common Stock which is not registered in the transfer records of Merger Partnerthe Company, a certificate representing one or more shares of Parent Common Stock evidencing, in the aggregate, the proper number of whole shares of Public Company Parent Common Stock plus Stock, a check in the proper amount of cash in lieu of any fractional shares of Parent Common Stock pursuant to Section 2.2(c) 2.5 and any dividends or other distributions to which such holder is entitled pursuant to Section 2.2(d) 2.3, may be issued or paid with respect to such Company Common Stock to such a person other than the person in whose name transferee if the Certificate so surrendered is registered, only if representing such Certificate shares of Company Common Stock is presented to the Exchange Agent, accompanied by all documents required to evidence and effect such transfer and by to evidence that any applicable stock transfer taxes have been paid. Until surrendered paid as contemplated by this Section 2.2, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive shares of Public Company Common Stock pursuant to the provisions of this Article II plus cash in lieu of fractional shares pursuant to Section 2.2(c) and any dividends or distributions then payable pursuant to Section 2.2(d) as contemplated by this Section 2.2Exchange Agent may require.

Exchange Procedures. As soon as reasonably practicable after the Effective Time, Parent shall cause the Exchange Agent shall to mail to each holder of record (as of the Effective Time) of a Certificate certificate or certificates (the “Certificates”), which immediately prior to the Effective Time represented outstanding shares of Company Common Stock or non-certificated shares of Company Common Stock represented by book entry (“Book Entry Shares”) whose shares were converted into the right to receive shares of Parent Common Stock pursuant to Section 1.6(a), cash in lieu of any fractional shares pursuant to Section 1.6(f) and any dividends or other distributions pursuant to Section 1.7(d): (i) a letter of transmittal in customary form specifying (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates or Book Entry Shares to the Exchange Agent, ) and (ii) instructions for use in effecting the surrender of the Certificates or Book Entry Shares in exchange for certificates representing whole shares of Public Company Parent Common Stock (plus Stock, cash in lieu of any fractional shares, if any, of Public Company Common Stock shares pursuant to Section 1.6(f) and any dividends or other distributions as provided belowpursuant to Section 1.7(d). Upon surrender of a Certificate Certificates or Book Entry Shares for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by Public CompanyAgent, together with such letter of transmittal, duly executed, completed and validly executed in accordance with the instructions thereto and such other documents as may reasonably be required by the Exchange Agent and Public CompanyAgent, the holder of record of such Certificate Certificates or Book Entry Shares shall be entitled to receive in exchange therefor a certificate or book entry account representing that the number of whole shares of Public Company Parent Common Stock (after taking into account all Certificates and Book Entry Shares surrendered by such holder of record) to which such holder is entitled pursuant to Section 1.6(a) (which, at the election of Parent, may be in uncertificated book entry form unless a physical certificate is requested by the holder of record or is otherwise required by applicable Legal Requirements (as defined in Section 2.2(e)), a cash payment in lieu of fractional shares which such holder has the right to receive pursuant to Section 1.6(f) and a cash payment for any dividends or distributions payable pursuant to Section 1.7(d), and the provisions Certificates and Book Entry Shares so surrendered shall forthwith be canceled. Until so surrendered, outstanding Certificates or Book Entry Shares will be deemed from and after the Effective Time, for all corporate purposes, to evidence the ownership of this Article II plus the number of full shares of Parent Common Stock into which such shares of Company Common Stock shall have been so converted and the right to receive an amount in cash in lieu of the issuance of any fractional shares pursuant to in accordance with Section 2.2(c1.6(f) and any dividends or distributions then payable pursuant to Section 2.2(d1.7(d), and the Certificate so surrendered shall immediately be cancelled. In the event of a transfer of ownership of Merger Partner Common Stock which is not registered in the transfer records of Merger Partner, a certificate representing the proper number of whole shares of Public Company Common Stock plus cash in lieu of fractional shares pursuant to Section 2.2(c) and any dividends or distributions pursuant to Section 2.2(d) may be issued or paid to a person other than the person in whose name the Certificate so surrendered is registered, only if such Certificate is presented to the Exchange Agent, accompanied by all documents required to evidence and effect such transfer and by evidence that any applicable stock transfer taxes have been paid. Until surrendered as contemplated by this Section 2.2, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive shares of Public Company Common Stock pursuant to the provisions of this Article II plus cash in lieu of fractional shares pursuant to Section 2.2(c) and any dividends or distributions then payable pursuant to Section 2.2(d) as contemplated by this Section 2.2.

Exchange Procedures. (i) As soon as reasonably practicable after the Effective Time, but in no event more than three (3) Business Days after the Closing Date, Parent and the Surviving Entity shall cause the Exchange Agent shall mail to deliver to each holder record holder, as of record immediately prior to the Effective Time, of a Certificate (iA) an outstanding certificate or certificates that immediately prior to the Effective Time represented shares of Company Common Stock (the “Certificates”) or (B) shares of Company Common Stock represented by book-entry (“Book-Entry Shares”), a letter of transmittal in customary form specifying (“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 AgentAgent or, in the case of Book-Entry Shares, upon adherence to the procedures set forth in the Letter of Transmittal, and (iiwhich shall be in a customary form and agreed to by Parent and the Company prior to the Closing) and instructions for use in effecting the surrender of the Certificates or, in exchange for certificates representing shares the case of Public Company Common Stock (plus cash in lieu Book-Entry Shares, the surrender of fractional such shares, if any, for payment of Public Company Common Stock and any dividends or distributions as provided below). the Merger Consideration. (ii) 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 Public CompanyBook-Entry Shares, together with such letter delivery of transmittal, a duly executedcompleted and validly executed Letter of Transmittal, and such other customary documents as may be reasonably be required by the Exchange Agent and Public CompanyAgent, the holder of such Certificate or Book-Entry Shares shall be entitled to promptly receive in exchange therefor (A) one or more shares of Parent Common Stock (which shall be in uncertificated book-entry form unless a physical certificate or book entry account representing that is requested by such holder) representing, in the aggregate, the whole number of whole shares of Public Company Parent Common Stock which Stock, if any, that such holder has the right to receive pursuant to Section 3.1 (after taking into account all shares of Company Common Stock held by such holder as of immediately prior to the provisions Effective Time) and (B) a check in an amount equal to the aggregate amount of cash that such holder has the right to receive pursuant to Section 3.1 and this Article II plus III, including cash payable in lieu of any fractional shares of Parent Common Stock pursuant to Section 3.3(h) and dividends and other distributions pursuant to Section 3.3(g). No interest shall be paid or accrued for the benefit of holders of the Certificates or Book-Entry Shares on the Merger Consideration, cash in lieu of fractional shares pursuant or on any unpaid dividends and other distributions payable in respect of the Certificates or Book-Entry Shares. If payment of the Merger Consideration is to Section 2.2(c) and any dividends or distributions then payable pursuant be made to Section 2.2(d)a Person other than the record holder of such shares of Company Common Stock, and the Certificate it shall be a condition of payment that shares so surrendered shall immediately be cancelled. In properly endorsed or shall be otherwise in proper form for transfer and that the event Person requesting such payment shall have paid any transfer and other Taxes required by reason of a transfer the payment of ownership of the Merger Partner Common Stock which is not registered in the transfer records of Merger Partner, a certificate representing the proper number of whole shares of Public Company Common Stock plus cash in lieu of fractional shares pursuant to Section 2.2(c) and any dividends or distributions pursuant to Section 2.2(d) may be issued or paid Consideration to a person Person other than the person in whose name the Certificate so registered holder of such shares surrendered is registered, only if such Certificate is presented or shall have established to the Exchange Agent, accompanied by all documents required to evidence and effect satisfaction of the Surviving Entity that such transfer and by evidence that any applicable stock transfer taxes Taxes either have been paidpaid or are not applicable. Until surrendered as contemplated by this Section 2.23.3(b)(ii), each Certificate and each 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 payable in respect of such shares of Public Company Common Stock pursuant to the provisions of this Article II plus Stock, cash in lieu of any fractional shares of Parent Common Stock to which such holder is entitled pursuant to Section 2.2(c3.3(h) and any dividends or other distributions then payable to which such holder is entitled pursuant to Section 2.2(d) as contemplated by this Section 2.23.3(g).

Exchange Procedures. As soon as reasonably practicable Promptly after the Effective Time, Globespan ------------------- shall cause the Exchange Agent shall to mail to each holder of record of a Virata Certificate (ia) a letter of transmittal in customary form specifying that shall specify that delivery shall be effected, and risk of loss and title (if a change of title is requested by the holder of the Virata Certificate on the transmittal letter) to the Virata Certificates shall pass, only upon proper delivery of the Virata Certificates to the Exchange Agent, and which letter shall be in customary form and have such other provisions as Globespan or Virata may reasonably specify (iisuch letter to be reasonably acceptable to Virata and Globespan prior to the Effective Time) and (b) instructions for use in effecting the surrender of the such Virata Certificates in exchange for certificates representing shares of Public Company Common Stock (plus the Merger Consideration, together with any dividends and other distributions with respect thereto and any cash in lieu of fractional shares, if any, of Public Company Common Stock and any dividends or distributions as provided below). Upon surrender of a Virata Certificate for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by Public Company, together with such letter of transmittal, duly executedexecuted and completed in accordance with the instructions thereto, and such other documents as may reasonably be required by the Exchange Agent and Public CompanyAgent, the holder of such Virata Certificate shall be entitled to receive in exchange therefor a certificate or book entry account representing that (a) shares of Globespan Common Stock representing, in the aggregate, the whole number of whole shares that such holder has the right to receive pursuant to Section 3.1 (after taking into account all shares of Public Company Virata Common Stock which then held by such holder) and (b) a check in the amount equal to the cash that such holder has the right to receive pursuant to the provisions of this Article II plus III, including cash in lieu of any fractional shares of Globespan Common Stock pursuant to Section 2.2(c) 3.7 and dividends and other distributions pursuant to Section 3.5. No interest will be paid or will accrue on any dividends or distributions then cash payable pursuant to Section 2.2(d), and the Certificate so surrendered shall immediately be cancelled3.5 or Section 3.7. In the event of a transfer of ownership of Merger Partner Virata Common Stock which that is not registered in the transfer records of Merger PartnerVirata, a certificate representing one or more shares of Globespan Common Stock evidencing, in the aggregate, the proper number of whole shares of Public Company Globespan Common Stock plus Stock, a check in the proper amount of cash that such holder has the right to receive pursuant to the provisions of this Article III, including cash in lieu of any fractional shares of Globespan Common Stock pursuant to Section 2.2(c) 3.7 and any dividends or other distributions to which such holder is entitled pursuant to Section 2.2(d) may 3.5, shall be issued or paid with respect to such Virata Common Stock to such a person other than transferee if the person in whose name the Certificate so surrendered is registered, only if such Virata Certificate is presented to the Exchange Agent, accompanied by all documents required to evidence and effect such transfer and by to evidence that any applicable stock transfer taxes have been paid. Until surrendered as contemplated by this Section 2.2, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive shares of Public Company Common Stock pursuant to the provisions of this Article II plus cash in lieu of fractional shares pursuant to Section 2.2(c) and any dividends or distributions then payable pursuant to Section 2.2(d) as contemplated by this Section 2.2.

Exchange Procedures. As soon as reasonably practicable after the Effective Time, the Exchange Agent shall mail to each holder of record of a Certificate certificate or certificates which immediately prior to the Effective Time represented outstanding shares of Company Common Stock (the "Certificates") whose shares were converted into the right to receive the Merger Consideration pursuant to Section 2.1 and any cash in lieu of fractional shares of Parent Common Stock to be issued or paid in consideration therefor upon surrender of such certificate in accordance with Section 2.2(e) and any dividends or distributions to which such holder is entitled pursuant to Section 2.2(c), (i) a letter of transmittal in customary form specifying (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates (or affidavits of loss in lieu of Certificates) to the Exchange Agent, Agent and shall be in such form and have such other provisions as the Company and Parent may reasonably specify) and (ii) instructions for use in effecting the surrender of surrendering the Certificates in exchange for certificates representing shares of Public Company Common Stock (plus the Merger Consideration and any cash in lieu of fractional shares, if any, shares of Public Company Parent Common Stock to be issued or paid in consideration therefor upon surrender of such certificate in accordance with Section 2.2(e) and any dividends or distributions as provided belowto which such holder is entitled pursuant to Section 2.2(c). Upon surrender of a Certificate (or affidavits of loss in lieu of Certificates) for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by Public CompanyAgent, together with such letter of transmittal, duly executed, and such other documents as may reasonably be required by the Exchange Agent and Public Companythereby, the holder of such Certificate shall be entitled to receive in exchange therefor a certificate or book entry account representing that number of whole shares of Public Company Parent Common Stock which such holder has the right to receive pursuant to the provisions of this Article II plus II, certain dividends or other distributions in accordance with Section 2.2(c) and cash in lieu of any fractional shares pursuant to share of Parent Common Stock in accordance with Section 2.2(c) and any dividends or distributions then payable pursuant to Section 2.2(d2.2(e), and the Certificate so surrendered shall immediately forthwith be cancelled. In the event of a transfer surrender of ownership a Certificate representing shares of Merger Partner Company Common Stock which is are not registered in the transfer records of Merger Partnerthe Company under the name of the person surrendering such Certificate, a certificate representing the proper number of whole shares of Public Company Parent Common Stock plus cash in lieu of fractional shares pursuant to Section 2.2(c) and any dividends or distributions pursuant to Section 2.2(d) may will be issued or paid to a person other than the person in whose name the Certificate so surrendered is registered, only registered if such Certificate is presented shall be properly endorsed or otherwise be in proper form for transfer and the person requesting such issuance shall pay any transfer or other taxes required by reason of the issuance of shares of Parent Common Stock to a person other than the registered holder of such Certificate or establish to the Exchange Agent, accompanied by all documents required to evidence and effect satisfaction of Parent that such transfer and by evidence that any applicable stock transfer taxes have tax has been paidpaid or is not applicable. Until surrendered as contemplated by this Section 2.2, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive shares upon such surrender the Merger Consideration which the holder thereof has the right to receive in respect of Public Company Common Stock such Certificate pursuant to the provisions of this Article II plus II, certain dividends or other distributions in accordance with Section 2.2(c) and cash in lieu of any fractional shares share of Parent Common Stock in accordance with Section 2.2(e). No interest shall be paid or will accrue on any cash payable to holders of Certificates pursuant to Section 2.2(c) and any dividends or distributions then payable pursuant to Section 2.2(d) as contemplated by the provisions of this Section 2.2Article II.

Exchange Procedures. As soon as reasonably practicable after the Effective Time, Parent shall cause the Exchange Agent shall to mail to each holder of record of a Certificate whose shares of Company Common Stock were converted into the right to receive the Merger Consideration, any dividends or other distributions to which such holder is entitled pursuant to Section 2.02(c) and cash in lieu of fractional shares of Parent Common Stock to which such holder is entitled pursuant to Section 2.02(e), (i) a form of letter of transmittal in customary form specifying (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, Agent and which shall be in customary form and have such other provisions as Parent may reasonably specify) and (ii) instructions for use in effecting the surrender of surrendering the Certificates in exchange for certificates representing shares of Public Company Common Stock (plus the Merger Consideration, any dividends or other distributions to which such holder is entitled pursuant to Section 2.02(c) and cash in lieu of fractional shares, if any, shares of Public Company Parent Common Stock and any dividends or distributions as provided belowto which such holder is entitled pursuant to Section 2.02(e). Upon surrender Each holder of record of a Certificate for cancellation shall, upon surrender to the Exchange Agent or to of such other agent or agents as may be appointed by Public CompanyCertificate, together with such letter of transmittal, duly completed and validly executed, and such other documents as may reasonably be required by the Exchange Agent and Public CompanyAgent, the holder of such Certificate shall be entitled to receive in exchange therefor a certificate or book entry account (x) uncertificated shares of Parent Common Stock registered on the stock transfer books of Parent in the name of such holder (the “Registered Parent Shares”) or, at the election of such holder, certificates, in each case representing that number of whole shares of Public Company Parent Common Stock which such holder has the right to receive pursuant to the provisions of this Article II plus after taking into account all the shares of Company Common Stock then held by such holder under all such Certificates so surrendered and (y) any dividends or other distributions to which such holder is entitled pursuant to Section 2.02(c) and cash in lieu of fractional shares of Parent Common Stock to which such holder is entitled pursuant to Section 2.2(c) and any dividends or distributions then payable pursuant to Section 2.2(d2.02(e), and the Certificate so surrendered shall immediately forthwith be cancelledcanceled. In the event of a transfer of ownership of Merger Partner shares of Company Common Stock which that is not registered in the transfer records of Merger Partnerthe Company, a certificate the proper amount of cash, if any, and Registered Parent Shares or certificates representing the proper number of whole shares of Public Company Parent Common Stock plus cash in lieu of fractional shares pursuant to Section 2.2(c) and any dividends or distributions pursuant to Section 2.2(d) Stock, as the case may be, may be paid and issued or paid to a person other than the person in whose name the Certificate so surrendered is registeredregistered if, only if such Certificate is presented upon presentation 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 issuance shall pay any transfer or other taxes required by evidence reason of the payment of any cash and the issuance of shares of Parent Common Stock to a person other than the registered holder of such Certificate or establish to the reasonable satisfaction of Parent that any applicable stock transfer such taxes have been paidpaid or are not applicable. Until surrendered as contemplated by this Section 2.22.02(b), each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration in accordance with this Article II and any dividends or other distributions to which the holder of such Certificate is entitled pursuant to Section 2.02(c) and cash in lieu of fractional shares of Public Company Parent Common Stock to which such holder is entitled pursuant to Section 2.02(e). No interest will be paid or will accrue on any cash payable to holders of Certificates pursuant to the provisions of this Article II plus cash in lieu of fractional shares pursuant to Section 2.2(c) and any dividends or distributions then payable pursuant to Section 2.2(d) as contemplated by this Section 2.2II.

Exchange Procedures. As soon as reasonably practicable Promptly after the Effective Time (but in no event later than ten (10) business days after the Effective Time), Parent shall cause the Exchange Agent shall to mail to each holder of record of a Certificate Shares (other than holders of Excluded Shares) (i) a letter of transmittal in customary form specifying that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates (or affidavits of loss in lieu thereof) to the Exchange Agent, Agent and (ii) instructions for use in effecting the surrender of the Certificates in exchange for (A) certificates representing shares of Public Company Parent Common Stock and (plus B) any unpaid dividends and other distributions and cash in lieu of fractional shares. Subject to Section 4.2(h), if any, of Public Company Common Stock and any dividends or distributions as provided below). Upon upon surrender of a Certificate for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by Public Company, together with such letter of transmittal, duly executed, and such other documents as may reasonably be required by the Exchange Agent and Public Company, the holder of such Certificate shall be entitled to receive in exchange therefor (x) a certificate or book entry account representing that number of whole shares of Public Company Parent Common Stock which that such holder is entitled to receive pursuant to this Article IV and (y) a check in the amount (after giving effect to any required tax withholdings) of (A) any cash in lieu of fractional shares plus (B) any unpaid cash dividends that such holder has the right to receive pursuant to the provisions of this Article II plus IV and (z) any other non-cash in lieu of fractional shares dividends or other distributions that such holder has the right to receive pursuant to Section 2.2(c) and the provisions of this Article IV. No interest will be paid or accrued on any dividends or distributions then amount payable pursuant to Section 2.2(d), and upon due surrender of the Certificate so surrendered shall immediately be cancelledCertificates. In the event of a transfer of ownership of Merger Partner Common Stock which Shares that is not registered in the transfer records of Merger Partnerthe Company, a certificate representing the proper number of whole shares of Public Company Parent Common Stock plus Stock, together with a check for any cash in lieu to be paid upon due surrender of fractional shares pursuant to Section 2.2(c) the Certificate and any other cash dividends or distributions in respect thereof and any other non-cash dividends that such holder has the right to receive pursuant to Section 2.2(d) the provisions of this Article IV, may be issued or and/or paid to such a person other than the person in whose name transferee if the Certificate so surrendered is registered, only if formerly representing such Certificate Shares is presented to the Exchange Agent, accompanied by all documents required to evidence and effect such transfer and by to evidence that any applicable stock transfer taxes have been paid. Until If any certificate for shares of Parent Common Stock is to be issued in a name other than that in which the Certificate surrendered as contemplated by this Section 2.2in exchange therefor is registered, each Certificate it shall be deemed at a condition of such exchange that the Person (as hereinafter defined) requesting such exchange shall pay any time after transfer or other taxes required by reason of the Effective Time to represent only the right to receive issuance of certificates of shares of Public Company Parent Common Stock pursuant in a name other than that of the registered holder of the Certificate surrendered, or shall establish to the provisions satisfaction of this Article II plus cash in lieu of fractional shares pursuant to Section 2.2(c) and any dividends Parent or distributions then payable pursuant to Section 2.2(d) as contemplated by this Section 2.2the Exchange Agent that such tax has been paid or is not applicable.

Exchange Procedures. As soon as reasonably practicable Promptly after the Effective Time, the Surviving Corporation shall cause the Exchange Agent shall to mail to each holder of record of a Certificate (i) a letter of transmittal in customary form specifying which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Exchange Agent, and which letter shall be in customary form and have such other provisions as Parent may reasonably specify (such letter to be reasonably acceptable to the Company prior to the Effective Time) and (ii) instructions for use in effecting the surrender of the such Certificates in exchange for certificates representing shares of Public Company Common Stock (plus cash in lieu of fractional shares, if any, of Public Company Common Stock and any dividends or distributions as provided below)the applicable Merger Consideration. Upon surrender of a Certificate for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by Public Company, together with such letter of transmittal, duly executedexecuted and completed in accordance with the instructions thereto, and such other documents as may reasonably be required by the Exchange Agent and Public CompanyAgent, the holder of such Certificate shall be entitled to receive in exchange therefor (A) one or more Parent Ordinary Shares (which shall be in uncertificated book-entry form unless a physical certificate or book entry account representing that is requested) representing, in the aggregate, the whole number of whole shares that such holder has the right to receive pursuant to Section 1.8 (after taking into account all shares of Public Company Common Stock which and Company Preferred Stock then held by such holder) and (B) a check in the amount equal to the cash that such holder has the right to receive pursuant to the provisions of this Article II plus II, including cash in lieu of any fractional shares Parent Ordinary Shares pursuant to Section 2.2(c) 2.5 and dividends and other distributions pursuant to Section 2.3. No interest will be paid or will accrue on any dividends or distributions then cash payable pursuant to Section 2.2(d), and the Certificate so surrendered shall immediately be cancelled2.3 or Section 2.5. In the event of a transfer of ownership of Merger Partner Company Common Stock or Company Preferred Stock which is not registered in the transfer records of Merger Partnerthe Company, a certificate representing one or more Parent Ordinary Shares evidencing, in the aggregate, the proper number of whole shares Parent Ordinary Shares, a check in the proper amount of Public Company Common Stock plus cash in lieu of any fractional shares Parent Ordinary Shares pursuant to Section 2.2(c) 2.5 and any dividends or other distributions to which such holder is entitled pursuant to Section 2.2(d) 2.3, may be issued with respect to such Company Common Stock or paid Company Preferred Stock to such a person other than the person in whose name transferee if the Certificate so surrendered is registered, only if representing such Certificate shares of Company Common Stock or Company Preferred Stock is presented to the Exchange Agent, accompanied by all documents required to evidence and effect such transfer and by to evidence that any applicable stock transfer taxes have been paid. Until surrendered as contemplated by this Section 2.2, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive shares of Public Company Common Stock pursuant to the provisions of this Article II plus cash in lieu of fractional shares pursuant to Section 2.2(c) and any dividends or distributions then payable pursuant to Section 2.2(d) as contemplated by this Section 2.2.

Exchange Procedures. As soon as reasonably practicable after the Effective Time, but no later than five (5) business days after the Effective Time, Parent shall cause the Exchange Agent shall to transmit (or mail in the case of certificated shares of Company Common Stock) to each former holder of record of a Certificate Company Common Stock, which at the Effective Time were converted into the right to receive the Merger Consideration pursuant to Section 2.01, (i) a letter of transmittal in customary form specifying (which shall specify that delivery shall be effected, and that risk of loss and title to the Certificates Company Common Stock shall pass, only upon delivery of the Certificates Company Common Stock to the Exchange Agent, Agent and which shall be in form and substance reasonably satisfactory to Parent and the Company) and (ii) instructions for use in effecting the surrender of the Certificates Company Common Stock in exchange for certificates representing whole shares of Public Company Parent Common Stock (plus Stock, cash in lieu of any fractional shares, if any, shares of Public Company Parent Common Stock pursuant to Section 2.01(d) and any dividends or other distributions as provided belowpayable pursuant to Section 2.04(c). Upon surrender of a Certificate certificates formerly representing Company Common Stock for cancellation and exchange to the Exchange Agent or to such other agent or agents as may be appointed by Public CompanyAgent, 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 and Public CompanyAgent, the former holder of such Certificate Company Common Stock shall be entitled to receive in exchange therefor a certificate or book entry account representing that number of whole shares of Public Parent Common Stock (after taking into account all Company Common Stock surrendered by such holder) to which such holder has the right to receive is entitled pursuant to the provisions of this Article II plus Section 2.01 (which shall be in uncertificated book-entry form unless a physical certificate is requested), payment by check or cash in lieu of fractional shares of Parent Common Stock which such holder is entitled to receive pursuant to Section 2.2(c2.01(d) and any dividends or distributions then payable pursuant to Section 2.2(d2.04(c), and the Certificate Company Common Stock so surrendered shall immediately forthwith be cancelled. In If any portion of the event of a transfer of ownership of Merger Partner Common Stock which Consideration is not to be registered in the transfer records name of Merger Partner, a certificate representing the proper number of whole shares of Public Company Common Stock plus cash in lieu of fractional shares pursuant to Section 2.2(c) and any dividends or distributions pursuant to Section 2.2(d) may be issued or paid to a person Person other than the person Person in whose name the Certificate so applicable surrendered Company Common Stock is registered, only if such Certificate is presented it shall be a condition to the Exchange Agent, accompanied by all documents required to evidence and effect such registration thereof that the surrendered Company Common Stock be in proper form for transfer and by evidence that the Person requesting such delivery of the Merger Consideration pay any applicable stock transfer taxes have or other similar Taxes required as a result of such registration in the name of a Person other than the registered holder of such Company Common Stock or establish to the satisfaction of the Exchange Agent that such Tax has been paidpaid or is not payable. Until surrendered as contemplated by this Section 2.22.04(b), each Certificate share of Company Common Stock shall be deemed at any time after the Effective Time to represent only the right to receive shares of Public Company Common Stock pursuant the Merger Consideration (and any amounts to the provisions of this Article II plus cash in lieu of fractional shares be paid pursuant to Section 2.2(c2.01(d) and or Section 2.04(c)) upon such surrender. No interest shall be paid or shall accrue on any dividends or distributions then amount payable pursuant to Section 2.2(d2.01(d) as contemplated by this or Section 2.22.04(c).

Exchange Procedures. As soon as reasonably practicable (a) At the Effective Time of the Merger, GBB shall deposit with the Exchange Agent for the benefit of the holders of shares of SJNB Stock, for exchange in accordance with this Section 2.5 through the Exchange Agent, certificates representing the shares of GBB Stock issuable pursuant to Section 2.2 in exchange for shares of SJNB Stock outstanding immediately prior to the Effective Time of the Merger, and funds in an amount not less than the amount of cash payable in lieu of fractional shares of GBB Stock pursuant to Section 2.4 of this Agreement (collectively, the "Exchange Fund"). (b) GBB shall direct the Exchange Agent to mail, promptly after the Effective TimeTime of the Merger, the Exchange Agent shall mail to each holder of record of a Certificate certificate or certificates which immediately prior to the Effective Time of the Merger represented outstanding shares of SJNB Stock (the "Certificates") whose shares were converted into the right to receive shares of GBB Stock pursuant to Section 2.2 hereof, (i) a letter of transmittal in customary form specifying (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 AgentAgent and shall be in such form and have such other provisions as GBB and SJNB may reasonably specify), and (ii) instructions for use in effecting the surrender of the Certificates in exchange for certificates representing shares of Public Company Common Stock (plus cash in lieu GBB Stock, both of fractional shares, if any, of Public Company Common Stock and any dividends or distributions as provided below)which shall be reasonably satisfactory to SJNB. Upon surrender of a Certificate for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by Public CompanyGBB, together with such letter of transmittal, duly executed, and such other documents as may reasonably be required by the Exchange Agent and Public Company, the holder of such Certificate shall be entitled to receive in exchange therefor a certificate or book entry account representing that number of whole shares of Public Company Common GBB Stock and cash in lieu of fractional shares which such holder has the right to receive pursuant to the provisions of this Article II plus cash in lieu of fractional shares pursuant to Section 2.2(c) Sections 2.2 and any dividends or distributions then payable pursuant to Section 2.2(d)2.4 hereof, and the Certificate so surrendered shall immediately forthwith be cancelledcanceled. In the event of a certificate is surrendered representing SJNB Stock, the transfer of ownership of Merger Partner Common Stock which is not registered in the transfer records of Merger PartnerSJNB, a certificate representing the proper number of whole shares of Public Company Common GBB Stock plus cash in lieu of fractional shares pursuant to Section 2.2(c) and any dividends or distributions pursuant to Section 2.2(d) may be issued or paid to a person other than the person in whose name transferee if the Certificate so surrendered is registered, only if representing such Certificate SJNB Stock is presented to the Exchange Agent, accompanied by all documents required to evidence and effect such transfer and by evidence that any applicable stock transfer taxes have been paid. Until surrendered as contemplated by this Section 2.22.5, each Certificate shall be deemed at any time after the Effective Time of the Merger to represent only the right to receive upon such surrender the certificate representing shares of Public Company Common GBB Stock pursuant and cash in lieu of any fractional shares of stock as contemplated by this Section 2.5. Notwithstanding anything to the provisions contrary set forth herein, if any holder of this Article II plus shares of SJNB should be unable to surrender the Certificates for such shares, because they have been lost or destroyed, such holder may deliver in lieu thereof a bond in form and substance and with surety reasonably satisfactory to GBB and shall be entitled to receive the certificate representing the proper number of shares of GBB Stock and cash in lieu of fractional shares in accordance with Sections 2.2 and 2.4 hereof. (c) No dividends or other distributions declared or made with respect to GBB Stock which are declared payable to shareholders of record of GBB Stock after the Effective Time of the Merger shall be paid to the holder of any unsurrendered Certificate with respect to the shares of GBB Stock represented thereby and no cash payment in lieu of fractional shares shall be paid to any such holder pursuant to Section 2.2(c2.4 until the holder of record of such Certificate shall surrender such Certificate. Subject to the effect of applicable laws, following surrender of any such Certificate, there shall be paid to the record holder of the certificates representing whole shares of GBB Common Stock issued in exchange thereof, without interest, (i) at the time of such surrender, the amount of any cash payable in lieu of a fractional share of GBB Stock to which such holder is entitled pursuant to Section 2.4 and the amount of dividends or other distributions with a record date after the Effective Time of the Merger theretofore paid with respect to such whole shares of GBB Stock, and (ii) at the appropriate payment date, the amount of dividends or other distributions with a record date after the Effective Time of the Merger but prior to surrender and a payment date subsequent to surrender payable with respect to such whole shares of GBB Stock. (d) All shares of GBB Stock issued upon the surrender for exchange of SJNB Stock in accordance with the terms hereof (including any cash paid pursuant to Section 2.4) shall be deemed to have been issued in full satisfaction of all rights pertaining to such shares of SJNB Stock, and there shall be no further registration of transfers on the stock transfer books of the Surviving Corporation of the shares of SJNB Stock which were outstanding immediately prior to the Effective Time of the Merger. If, after the Effective Time of the Merger, Certificates are presented to GBB for any reason, they shall be canceled and exchanged as provided in this Agreement. (e) Any portion of the Exchange Fund which remains undistributed to the shareholders of SJNB following the passage of six months after the Effective Time of the Merger shall be delivered to GBB, upon demand, and any shareholders of SJNB who have not theretofore complied with this Section 2.5 shall thereafter look only to GBB for payment of their claim for GBB Stock, any cash in lieu of fractional shares of GBB Stock and any dividends or distributions then payable with respect to GBB Stock. (f) Neither GBB nor SJNB shall be liable to any holder of shares of SJNB Stock for such shares (or dividends or distributions with respect thereto) or cash from the Exchange Fund delivered to a public official pursuant to any applicable abandoned property, escheat or similar law. (g) The Exchange Agent shall not be entitled to vote or exercise any rights of ownership with respect to the shares of GBB Stock held by it from time to time hereunder, except that it shall receive and hold all dividends or other distributions paid or distributed with respect to such shares of GBB Stock for the account of the Persons entitled thereto. (h) Certificates surrendered for exchange by any Person constituting an "Affiliate" of SJNB for purposes of Rule 145(c) under the Securities Act shall not be exchanged for certificates representing whole shares of GBB Stock until GBB has received a written agreement from such person as provided in Section 2.2(d) as contemplated by this Section 2.26.9.

Exchange Procedures. As soon as reasonably practicable Promptly after the Effective Time, the Surviving Corporation shall cause the Exchange Agent shall to mail to each holder of record of a Certificate (i) a letter of transmittal in customary form specifying which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Exchange Agent, and which letter shall be in customary form and have such other provisions as SPSS may reasonably specify (such letter to be reasonably acceptable to ShowCase prior to the Effective Time) and (ii) instructions for use in effecting the surrender of the such Certificates in exchange for certificates representing shares of Public Company Common Stock (plus cash in lieu of fractional shares, if any, of Public Company Common Stock and any dividends or distributions as provided below)the applicable Merger Consideration. Upon surrender of a Certificate for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by Public Company, together with such letter of transmittal, duly executedexecuted and completed in accordance with the instructions thereto, and such other documents as may reasonably be required by the Exchange Agent and Public CompanyAgent, the holder of such Certificate shall be entitled to receive in exchange therefor (A) one or more shares of SPSS Common Stock (which shall be in uncertificated book-entry form unless a physical certificate or book entry account representing that is requested) representing, in the aggregate, the whole number of whole shares that such holder has the right to receive pursuant to Section 1.8 (after taking into account all shares of Public Company ShowCase Common Stock which then held by such holder) and (B) a check in the amount equal to the cash that such holder has the right to receive pursuant to the provisions of this Article II plus II, including cash in lieu of any fractional shares of SPSS Common Stock pursuant to Section 2.2(c) 2.5 and dividends and other distributions pursuant to Section 2.3. No interest will be paid or will accrue on any dividends or distributions then cash payable pursuant to Section 2.2(d), and the Certificate so surrendered shall immediately be cancelled2.3 or Section 2.5. In the event of a transfer of ownership of Merger Partner ShowCase Common Stock which is not registered in the transfer records of Merger PartnerShowCase, a certificate representing one or more shares of SPSS Common Stock evidencing, in the aggregate, the proper number of whole shares of Public Company SPSS Common Stock plus Stock, a check in the proper amount of cash in lieu of any fractional shares of SPSS Common Stock pursuant to Section 2.2(c) 2.5 and any dividends or other distributions to which such holder is entitled pursuant to Section 2.2(d) 2.3, may be issued or paid with respect to such ShowCase Common Stock to such a person other than the person in whose name transferee if the Certificate so surrendered is registered, only if representing such Certificate shares of ShowCase Common Stock is presented to the Exchange Agent, accompanied by all documents required to evidence and effect such transfer and by to evidence that any applicable stock transfer taxes have been paid. Until surrendered as contemplated by this Section 2.2, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive shares of Public Company Common Stock pursuant to the provisions of this Article II plus cash in lieu of fractional shares pursuant to Section 2.2(c) and any dividends or distributions then payable pursuant to Section 2.2(d) as contemplated by this Section 2.2.

Exchange Procedures. As soon as reasonably practicable after the Effective Time and in any event not later than the second business day following the Effective Time, Parent shall cause the Exchange Agent shall to mail to each holder of record of a Certificate Shares, which at the Effective Time were converted into the right to receive the Merger Consideration pursuant to Section 2.1, (i) a letter of transmittal in customary form specifying (which shall specify that delivery shall be effected, and that risk of loss and title to the Certificates Shares shall pass, only upon delivery of the Certificates Shares to the Exchange Agent, Agent and which shall be in form and substance reasonably satisfactory to Parent and the Company) and (ii) instructions for use in effecting the surrender of the Certificates Shares in exchange for certificates representing whole shares of Public Company Parent Common Stock (plus or appropriate alternative arrangements shall be made by Parent if uncertificated shares of Parent Common Stock will be issued), cash in lieu of any fractional shares, if any, shares of Public Company Parent Common Stock pursuant to Section 2.1(d) and any dividends or other distributions as provided belowpayable pursuant to Section 2.2(c). Upon surrender of a Certificate Shares for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by Public CompanyAgent, 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 and Public CompanyAgent, the holder of such Certificate Shares shall be entitled to receive in exchange therefor a certificate or book entry account representing that number of whole shares of Public Company Parent Common Stock (after taking into account all Shares surrendered by such holder) to which such holder is entitled pursuant to Section 2.1 (which shall be in uncertificated book entry form unless a physical certificate is requested), payment by cash or check in lieu of fractional shares of Parent Common Stock which such holder has the right is entitled to receive pursuant to the provisions of this Article II plus cash in lieu of fractional shares pursuant to Section 2.2(c2.1(d) and any dividends or distributions then payable pursuant to Section 2.2(d2.2(c), and the Certificate Shares so surrendered shall immediately forthwith be cancelled. In If any portion of the event of a transfer of ownership of Merger Partner Common Stock which Consideration is not to be registered in the transfer records name of Merger Partner, a certificate representing the proper number of whole shares of Public Company Common Stock plus cash in lieu of fractional shares pursuant to Section 2.2(c) and any dividends or distributions pursuant to Section 2.2(d) may be issued or paid to a person other than the person in whose name the Certificate so applicable surrendered Share is registered, only if such Certificate is presented it shall be a condition to the Exchange Agent, accompanied by all documents required to evidence and effect such registration thereof that the surrendered Share be in proper form for transfer and by evidence that the person requesting such delivery of the Merger Consideration pay any applicable stock transfer taxes have or other similar Taxes required as a result of such registration in the name of a person other than the registered holder of such Share or establish to the satisfaction of the Exchange Agent that such Tax has been paidpaid or is not payable. Until surrendered as contemplated by this Section 2.22.2(b), each Certificate Share shall be deemed at any time after the Effective Time to represent only the right to receive shares of Public Company Common Stock pursuant the Merger Consideration (and any amounts to the provisions of this Article II plus cash in lieu of fractional shares be paid pursuant to Section 2.1(d) or Section 2.2(c)) and upon such surrender. No interest shall be paid or shall accrue on any dividends or distributions then amount payable pursuant to Section 2.2(d2.1(d) as contemplated by this or Section 2.22.2(c).

Exchange Procedures. As soon as reasonably practicable Promptly after the Merger 1 Effective Time, Parent shall cause the Exchange Agent shall to mail to each holder of record (as of the Merger 1 Effective Time) of a Certificate certificate or certificates (the “Certificates”) which immediately prior to the Merger 1 Effective Time represented outstanding Shares of Company Common Stock or non-certificated Shares of Company Common Stock represented by book-entry (“Book-Entry Shares”) whose shares were converted into the right to receive the Merger Consideration pursuant to Section 1.6(a), cash in lieu of any fractional shares pursuant to Section 1.6(f) and any dividends or other distributions pursuant to Section 1.7(d): (i) a letter of transmittal in customary form specifying (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 Book-Entry Shares to the Exchange Agent, Agent and shall be in customary form and (ii) instructions for use in effecting the surrender of the Certificates or Book-Entry Shares in exchange for certificates representing whole shares of Public Company Parent Common Stock (plus Stock, CVRs and the cash, if any, constituting the Merger Consideration, cash in lieu of any fractional shares, if any, of Public Company Common Stock shares pursuant to Section 1.6(f) and any dividends or other distributions as provided belowpursuant to Section 1.7(d). Upon surrender of a Certificate Certificates or Book-Entry Shares for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by Public CompanyAgent, together with such letter of transmittal, duly executed, completed and validly executed in accordance with the instructions thereto and such other documents as may reasonably be required by the Exchange Agent and Public CompanyAgent, the holder of record of such Certificate Certificates or Book-Entry Shares shall be entitled to receive in exchange therefor a certificate or book entry account representing that the number of whole shares of Public Company Parent Common Stock (after taking into account all Certificates and Book-Entry Shares surrendered by such holder of record) to which such holder is entitled pursuant to Section 1.6(a) (which, at the election of Parent, may be in uncertificated book entry form unless a physical certificate is requested by the holder of record or is otherwise required by applicable Legal Requirements or regulation), the portion of the cash, if any, constituting the Merger Consideration to which such holder is entitled pursuant to Section 1.6(a), the CVRs to which such holder is entitled pursuant to Section 1.6(a), the payment in lieu of fractional shares which such holder has the right to receive pursuant to the provisions of this Article II plus cash in lieu of fractional shares pursuant to Section 2.2(c1.6(f) and any dividends or distributions then payable pursuant to Section 2.2(d1.7(d), and the Certificate Certificates and Book-Entry Shares so surrendered shall immediately forthwith be cancelledcanceled. In the event of a transfer of ownership of Merger Partner Shares of Company Common Stock which is not registered in the transfer records of the Company, the Merger PartnerConsideration to which such holder is entitled pursuant to Section 1.6(a), a certificate representing the proper number of whole shares of Public Company Common Stock plus cash payment in lieu of fractional shares which such holder has the right to receive pursuant to Section 2.2(c1.6(f) and any dividends or distributions payable pursuant to Section 2.2(d) 1.7(d), may be issued or paid to a person other than transferee if the person in whose name the Certificate so Certificates or Book-Entry Shares representing such shares of Company Common Stock are presented and surrendered is registered, only if such Certificate is presented to the Exchange Agent, accompanied by all documents required to evidence and effect such transfer transfer, such other documents and guarantees as may be required by the Exchange Agent and by evidence that any applicable stock transfer taxes have been paid, and any such Certificates or Book-Entry Shares so presented and surrendered shall be forthwith canceled. Until surrendered as contemplated by this Section 2.2so surrendered, each Certificate shall outstanding Certificates and Book-Entry Shares will be deemed at any time from and after the Merger 1 Effective Time Time, for all corporate purposes, to represent only evidence (i) the ownership of the number of full shares of Parent Common Stock into which such Shares of Company Common Stock shall have been so converted pursuant to Section 1.6(a), (ii) the right to receive shares of Public Company Common Stock the cash portion, if any, constituting the Merger Consideration to which such holder is entitled pursuant to Section 1.6(a), (iii) the provisions of this Article II plus CVRs to which such holder is entitled pursuant to Section 1.6(a), (iv) the right to receive an amount in cash in lieu of the issuance of any fractional shares pursuant to in accordance with Section 2.2(c1.6(f) and (v) any dividends or distributions then payable pursuant to Section 2.2(d) as contemplated by this Section 2.21.7(d).

Exchange Procedures. As soon as reasonably practicable after the Effective Time and in any event not later than the fourth (4th) Business Day following the Effective Time, Parent shall cause the Exchange Agent shall mail to send to each holder of record of a Certificate shares of Company Common Stock represented by certificates as of the Effective Time (i) a letter of transmittal in customary form specifying (which shall specify that delivery shall be effected, and that risk of loss and title to the Certificates shares of Company Common Stock shall pass, only upon delivery of the Certificates shares of Company Common Stock to the Exchange Agent, Agent and which shall be in form and substance reasonably satisfactory to Parent and the Company) and (ii) instructions for use in effecting the surrender of the Certificates shares of Company Common Stock in exchange for certificates representing whole shares of Public Company Parent Common Stock (plus or appropriate alternative arrangements made by Parent if uncertificated shares of Parent Common Stock will be issued), cash in lieu of any fractional shares, if any, shares of Public Company Parent Common Stock pursuant to Section 2.1(d) and any dividends or other distributions as provided belowpayable pursuant to Section 2.2(c). Exchange of any shares of Company Common Stock held in book-entry form shall be effected in accordance with the Exchange Agent’s customary procedures with respect to securities held in book-entry form. Notwithstanding anything to the contrary in this Agreement, no holders of shares of Company Common Stock held in book-entry form shall be required to deliver a share certificate or an executed letter of transmittal to the Exchange Agent to receive the Merger Consideration in respect of such book-entry shares. Upon (A) in the case of shares of Company Common Stock represented by certificates, surrender of a Certificate shares for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by Public CompanyAgent, together with such letter of transmittal, duly executedcompleted and validly executed in accordance with the instructions thereto, and (B) in the case of shares of Company Common Stock held in book-entry form, receipt by the Exchange Agent of an “agent’s message” in customary form (it being understood that the holders of such book-entry shares shall be deemed to have surrendered such book-entry shares upon receipt by the Exchange Agent of such “agent’s message” or such other evidence, if any, as the Exchange Agent may reasonably request), in each case together with such other customary documents as may reasonably be required by the Exchange Agent and Public Companyor Parent, the holder of such Certificate shares of Company Common Stock shall be entitled to receive in exchange therefor a certificate or book entry account representing that number of whole shares of Public Parent Common Stock (after taking into account all shares of Company Common Stock surrendered by such holder) to which such holder is entitled pursuant to Section 2.1 (which shall be in uncertificated book-entry form), payment by cash or check in lieu of fractional shares of Parent Common Stock which such holder has the right is entitled to receive pursuant to the provisions of this Article II plus cash in lieu of fractional shares pursuant to Section 2.2(c2.1(d) and any dividends or distributions then payable pursuant to Section 2.2(d2.2(c), and the Certificate shares of Company Common Stock so surrendered shall immediately forthwith be cancelledcanceled. In If any portion of the event of a transfer of ownership of Merger Partner Common Stock which Consideration is not to be registered in the transfer records name of Merger Partner, a certificate representing the proper number of whole shares of Public Company Common Stock plus cash in lieu of fractional shares pursuant to Section 2.2(c) and any dividends or distributions pursuant to Section 2.2(d) may be issued or paid to a person Person other than the person Person in whose name the Certificate so applicable surrendered share of Company Common Stock is registered, only if such Certificate is presented it shall be a condition to the Exchange Agent, accompanied by registration thereof that the surrendered share of Company Common Stock be in proper form for transfer and that the Person requesting such delivery of the Merger Consideration pay any and all documents transfer and other similar Taxes required to evidence and effect be paid as a result of such transfer and by evidence registration in the name of a Person other than the registered holder of such share of Company Common Stock or establish to the satisfaction of the Exchange Agent that any applicable stock transfer taxes such Taxes have been paidpaid or are not payable. Until surrendered as contemplated by this Section 2.22.2(b), each Certificate share of Company Common Stock shall be deemed at any time after the Effective Time to represent only the right to receive shares of Public Company Common Stock pursuant the Merger Consideration (and any amounts to the provisions of this Article II plus cash in lieu of fractional shares be paid pursuant to Section 2.1(d) or Section 2.2(c)) and upon such surrender. No interest shall be paid or shall accrue on or with respect to the Merger Consideration or on or with respect to any dividends or distributions then amount payable pursuant to Section 2.2(d2.1(d) as contemplated by this or Section 2.22.2(c).

Exchange Procedures. As soon promptly as reasonably practicable after the Effective Time (and in no event later than two business days after the Effective Time), Parent shall cause the Exchange Agent shall to mail to each holder of record of a Certificate certificate or certificates which immediately prior to the Effective Time represented outstanding Shares (the “Certificates”) (i) a letter of transmittal (which shall be in customary form specifying 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 (ii) instructions for use in effecting the surrender of the Certificates in exchange for cash and certificates representing shares of Public Company Parent Common Stock Shares (plus each as pursuant to Section 2.01) and cash in lieu of any fractional shares, if any, of Public Company Common Stock and any dividends or distributions as provided below). Upon surrender to the Exchange Agent of a Certificate for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by Public Companycancellation, together with such letter of transmittal, duly executedexecuted and completed in accordance with the instructions thereto, and such other documents as may be reasonably be required by the Exchange Agent and Public Companypursuant to such instructions, the holder of such Certificate shall be entitled to receive in exchange therefor (x) that amount of cash and a certificate or book entry account representing that number of whole shares of Public Company Parent Common Stock which Shares that such holder has the right to receive in respect of the Shares formerly represented by such Certificate (after taking into account all Shares then held by such holder) pursuant to the provisions of this Article II plus Section 2.01 and (y) cash in lieu of any fractional shares Parent Common Shares to which such holder is entitled pursuant to Section 2.2(c2.02(e) and any dividends or other distributions then payable to which such holder is entitled pursuant to Section 2.2(d2.02(c), and the Certificate so surrendered shall immediately forthwith be cancelledcanceled. In the event of a transfer of ownership of Merger Partner Common Stock which Shares that is not registered in the transfer records of Merger Partnerthe Company, the amount of cash and a certificate representing the proper number of whole shares of Public Company Parent Common Stock plus Shares to which such holder is entitled pursuant to Section 2.01, cash in lieu of any fractional shares Parent Common Shares to which such holder is entitled pursuant to Section 2.2(c2.02(e) and any dividends or other distributions to which such holder is entitled pursuant to Section 2.2(d2.02(c) may be issued or paid to a person other than the person in whose name transferee if the Certificate so surrendered is registered, only if representing such Certificate Shares is presented to the Exchange Agent, accompanied by all documents required to evidence and effect such transfer and by evidence satisfactory to the Surviving Corporation that any applicable stock share transfer taxes have been paid. Until surrendered as contemplated by this Section 2.22.02, each Certificate (other than Certificates representing Dissenting Shares) shall be deemed at any time all times after the Effective Time to represent only the right to receive shares upon such surrender that amount of Public Company cash and a certificate representing that number of Parent Common Stock Shares to which such holder is entitled pursuant to the provisions of this Article II plus Section 2.01, cash in lieu of any fractional shares Parent Common Shares to which such holder is entitled pursuant to Section 2.2(c2.02(e) and any dividends or other distributions then payable to which such holder is entitled pursuant to Section 2.2(d) as contemplated by this Section 2.22.02(c).

Exchange Procedures. As soon as reasonably practicable after the Effective Time, Parent shall cause the Exchange Agent shall to mail to each holder of record of a Certificate whose shares of Company Common Stock were converted into the right to receive the Merger Consideration pursuant to Section 2.7(c), (i) a form of letter of transmittal in customary form specifying (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, Agent and which shall be in such form and shall have such other provisions as Parent may specify) and (ii) instructions for use in effecting the surrender of surrendering the Certificates in exchange for certificates representing shares the Merger Consideration, any dividends or other distributions to which holders of Public Company Common Stock (plus Certificates are entitled pursuant to Section 2.8(c) and cash in lieu of any fractional shares, if any, shares of Public Company Parent Common Stock and any dividends or distributions as provided belowto which such holders are entitled pursuant to Section 2.8(e). Upon surrender of a Certificate for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by Public CompanyAgent, together with such letter of transmittal, duly completed and validly executed, and such other documents as may be reasonably be required by the Exchange Agent and Public CompanyAgent, the holder of such Certificate shall be entitled to receive in exchange therefor (A) a certificate or book entry account representing that number of whole shares of Public Company Parent Common Stock which that such holder has the right to receive pursuant to the provisions of this Article II plus after taking into account all the shares of Company Common Stock held by such holder under all such Certificates so surrendered, (B) any dividends or other distributions to which such holder is entitled pursuant to Section 2.8(c) and (C) cash in lieu of any fractional shares of Parent Common Stock to which such holder is entitled pursuant to Section 2.2(c) and any dividends or distributions then payable pursuant to Section 2.2(d2.8(e), and the Certificate so surrendered shall immediately forthwith be cancelledcanceled. In the event of a transfer of ownership of Merger Partner shares of Company Common Stock which that is not registered in the transfer records of Merger Partnerthe Company, a certificate representing the proper number of whole shares of Public Company Parent Common Stock plus cash in lieu of fractional shares pursuant to Section 2.2(c) and any dividends or distributions pursuant to Section 2.2(d) may be issued or paid to a person other than the person in whose name the Certificate so surrendered is registered, only if such Certificate is presented if, upon presentation 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 issuance shall pay any transfer or other taxes required by evidence reason of the issuance of shares of Parent Common Stock to a person other than the registered holder of such Certificate or establish to the reasonable satisfaction of the Exchange Agent that any applicable stock transfer taxes have such tax has been paidpaid or is not applicable. Until surrendered as contemplated by this Section 2.22.8(b), each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive shares upon such surrender the Merger Consideration, any dividends or other distributions to which the holder of Public Company Common Stock such Certificate is entitled pursuant to the provisions of this Article II plus Section 2.8(c) and cash in lieu of any fractional shares of Parent Common Stock to which such holder is entitled pursuant to Section 2.2(c) and 2.8(e). No interest will be paid or will accrue on any dividends or distributions then cash payable to holders of Certificates pursuant to Section 2.2(d2.8(c) as contemplated by this Section 2.2or (e).

Exchange Procedures. As soon as reasonably practicable after Promptly following the Effective Time, Parent and Merger Sub shall cause the Exchange Agent shall to mail to each holder of record (as of immediately prior to the Effective Time) of a Certificate certificate or certificates (the “Certificates”), which immediately prior to the Effective Time represented outstanding shares of Company Common Stock (i) a letter of transmittal in customary form specifying (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, Agent and (ii) instructions for use in effecting the surrender of the Certificates in exchange for certificates representing whole shares of Public Company Parent Common Stock (plus pursuant to Section 2.7(a), cash in lieu of any fractional shares, if any, of Public Company Common Stock shares pursuant to Section 2.7(e) and any dividends or other distributions as provided belowpursuant to Section 2.8(d). Upon surrender of a Certificate Certificates for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by Public CompanyParent, together with such letter of transmittal, duly executed, completed and such other documents as may reasonably be required by validly executed in accordance with the Exchange Agent and Public Companyinstructions thereto, the holder holders of such Certificate Certificates shall be entitled to receive in exchange therefor a certificate or book entry account representing that the number of whole shares of Public Company Parent Common Stock (after taking into account all Certificates surrendered by such holder of record) to which such holder is entitled pursuant to Section 2.7(a) (which, at the election of Parent, may be in uncertificated book entry form unless a physical certificate is requested by the holder of record or is otherwise required by applicable law or regulation), payment in lieu of fractional shares which such holder has the right to receive pursuant to the provisions of this Article II plus cash in lieu of fractional shares pursuant to Section 2.2(c2.7(e) and any dividends or distributions then payable pursuant to Section 2.2(d2.8(d), and the Certificate Certificates so surrendered shall immediately forthwith be cancelledcanceled. In The Exchange Agent shall accept such Certificates upon compliance with such reasonable terms and conditions as the event Exchange Agent may impose to effect an orderly exchange thereof in accordance with normal exchange practices. No interest shall be paid or accrued for the benefit of a transfer holders of the Certificates on the cash amounts payable upon the surrender of such Certificates pursuant to this Section 2.8. Until so surrendered, outstanding Certificates shall be deemed from and after the Effective Time, to evidence only the ownership of Merger Partner the number of full shares of Parent Common Stock into which is not registered in the transfer records of Merger Partner, a certificate representing the proper number of whole such shares of Public Company Common Stock plus shall have been so converted and the right to receive an amount in cash in lieu of the issuance of any fractional shares pursuant to in accordance with Section 2.2(c2.7(e) and any dividends or distributions pursuant to Section 2.2(d) may be issued or paid to a person other than the person in whose name the Certificate so surrendered is registered, only if such Certificate is presented to the Exchange Agent, accompanied by all documents required to evidence and effect such transfer and by evidence that any applicable stock transfer taxes have been paid. Until surrendered as contemplated by this Section 2.2, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive shares of Public Company Common Stock pursuant to the provisions of this Article II plus cash in lieu of fractional shares pursuant to Section 2.2(c) and any dividends or distributions then payable pursuant to Section 2.2(d) as contemplated by this Section 2.22.8(d).

Exchange Procedures. As soon as reasonably practicable Promptly after the Effective TimeTime (but in any event within five business days thereof), Buyer shall cause the Exchange Agent shall to mail to each holder of record of a Certificate certificate or certificates which immediately prior to the Effective Time represented outstanding shares of Seller Common Stock (the "Certificates") whose shares were converted pursuant to Section 2.01 into the right to receive shares of Buyer Common Stock (i) a letter of transmittal in customary form specifying (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 AgentAgent and shall be in such form and have such other provisions as Buyer may reasonably specify; provided, however, that such other provisions shall not materially adversely effect the terms of the consideration to be received by Seller's stockholders in the Merger) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for certificates representing shares of Public Company Buyer Common Stock (plus cash in lieu of fractional shares, if any, of Public Company Buyer Common Stock and any dividends or distributions as provided below). Upon surrender of a Certificate for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by Public CompanyBuyer, together with such letter of transmittal, duly executed, and such other documents as may reasonably be required by the Exchange Agent and Public Company, the holder of such Certificate shall be entitled to receive in exchange therefor and Buyer shall cause the Exchange Agent to promptly deliver to such holder a certificate or book entry account representing that number of whole shares of Public Company Buyer Common Stock which such holder has the right to receive pursuant to the provisions of this Article II plus cash in lieu of fractional shares pursuant to Section 2.2(c2.02(e) and any dividends or distributions then payable pursuant to Section 2.2(d2.02(c), and the Certificate so surrendered shall immediately be cancelledcanceled. In the event of a transfer of ownership of Merger Partner Seller Common Stock which is not registered in the transfer records of Merger PartnerSeller, a certificate representing the proper number of whole shares of Public Company Buyer Common Stock plus cash in lieu of fractional shares pursuant to Section 2.2(c2.02(e) and any dividends or distributions pursuant to Section 2.2(d2.02(c) may be issued or paid to a person other than the person in whose name transferee if the Certificate so surrendered is registered, only if representing such Certificate Seller Common Stock is presented to the Exchange Agent, accompanied by all documents required to evidence and effect such transfer and by evidence that any applicable stock transfer taxes have been paid. Until surrendered as contemplated by this Section 2.22.02, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the certificate representing shares of Public Company Buyer Common Stock pursuant to the provisions of this Article II plus cash in lieu of fractional shares pursuant to Section 2.2(c2.02(e) and any dividends or distributions then payable pursuant to Section 2.2(d2.02(c) as contemplated by this Section 2.22.02.

Exchange Procedures. As soon as reasonably practicable after the Effective Time, the Exchange Agent shall mail to each holder of record of a Certificate (i) a letter of transmittal in customary form specifying (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, Agent and shall be in such form and have such other provisions as the Parent may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for certificates representing shares of Public Company Parent Common Stock (plus cash in lieu of fractional shares, if any, of Public Company Parent Common Stock and any dividends or distributions as provided below). Upon surrender of a Certificate for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by Public Companythe Parent, together with such letter of transmittal, duly executed, and such other documents as may be reasonably be required by the Exchange Agent and Public CompanyAgent, the holder of such Certificate shall be entitled to receive in exchange therefor a certificate or book entry account representing that number of whole shares of Public Company Parent Common Stock which such holder has the right to receive pursuant to the provisions of this Article II plus cash in lieu of fractional shares of Parent Common Stock pursuant to Section 2.2(c2.2(e) and any dividends or distributions then payable pursuant to Section 2.2(d2.2(c), and the Certificate so surrendered shall immediately be cancelled. In the event of a transfer of ownership of Merger Partner Company Common Stock which is not registered in the transfer records of Merger Partnerthe Company, a certificate representing the proper number of whole shares of Public Company Parent Common Stock pursuant to Section 2.1(c) plus cash in lieu of fractional shares of Parent Common Stock pursuant to Section 2.2(c2.2(e) and any dividends or distributions then payable pursuant to Section 2.2(d2.2(c) may be issued or paid to a person other than the person in whose name the Certificate so surrendered is registered, only if such Certificate is presented to the Exchange Agent, accompanied by all documents required to evidence and effect such transfer and by evidence that any applicable stock transfer taxes have been paid. Until surrendered as contemplated by this Section 2.2, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender shares of Public Company Parent Common Stock pursuant to the provisions of this Article II Section 2.1(c) plus cash in lieu of fractional shares of Parent Common Stock pursuant to Section 2.2(c2.2(e) and any dividends or distributions then payable pursuant to Section 2.2(d2.2(c) as contemplated by this Section 2.2.

Exchange Procedures. (a) At or prior to the Effective Time, United shall deposit, or shall cause to be deposited, with the Exchange Agent, for the benefit of the holders of certificates formerly representing shares of Centra Common Stock (“Old Certificates”) and holders of non-certificated shares of Centra Common Stock (“Book-Entry Shares”), for exchange in accordance with this Article IV, (i) certificates representing shares of United Common Stock or non-certificated shares of United Common Stock (collectively, “New Certificates”) and (ii) an amount of cash necessary for payments required by Section 4.03 (the “Exchange Fund”). The Exchange Fund will be distributed in accordance with the Exchange Agent’s normal and customary procedures established in connection with merger transactions. (b) As soon as reasonably practicable after the Effective Time, and in no event later than five business days thereafter, the Exchange Agent shall mail to each holder of record of a Certificate (i) one or more Old Certificates or Book-Entry Shares a letter of transmittal in customary form specifying (which shall specify that delivery shall be effected, and risk of loss and title to the Old Certificates or Book-Entry Shares shall pass, only upon delivery of the Old Certificates or Book-Entry Shares to the Exchange Agent, ) and (ii) instructions for use in effecting the surrender of the Old Certificates or Book-Entry Shares in exchange for certificates representing shares New Certificates, if any, that the holders of Public Company Common Stock (plus the Old Certificates or Book-Entry Shares are entitled to receive pursuant to Article IV, any cash in lieu of fractional shares, if any, shares into which the shares of Public Company Centra Common Stock represented by the Old Certificates or Book-Entry Shares shall have been converted pursuant to this Agreement and any dividends or distributions as provided below)payment required pursuant to Section 2.02(b) of this Agreement. Upon proper surrender of a an Old Certificate or Book-Entry Shares for exchange and cancellation to the Exchange Agent or to such other agent or agents as may be appointed by Public CompanyAgent, together with such properly completed letter of transmittal, duly executed, and such other documents as may reasonably be required by the Exchange Agent and Public Company, the holder of such Certificate Old Certificates or Book-Entry Shares shall be entitled to receive in exchange therefor (i) a certificate or book entry account New Certificate representing that number of whole shares of Public Company United Common Stock which that such holder has the right to receive pursuant to Article IV, if any, (ii) a check representing the provisions amount of this Article II plus any cash in lieu of fractional shares pursuant to Section 2.2(c) and any dividends or distributions then payable pursuant to Section 2.2(d), and the Certificate so surrendered shall immediately be cancelled. In the event of a transfer of ownership of Merger Partner Common Stock which is not registered in the transfer records of Merger Partner, a certificate representing the proper number of whole shares of Public Company Common Stock plus cash in lieu of fractional shares pursuant to Section 2.2(c) and any dividends or distributions pursuant to Section 2.2(d) may be issued or paid to a person other than the person in whose name the Certificate so surrendered is registered, only if such Certificate is presented to the Exchange Agent, accompanied by all documents required to evidence and effect such transfer and by evidence that any applicable stock transfer taxes have been paid. Until surrendered as contemplated by this Section 2.2, each Certificate shall be deemed at any time after the Effective Time to represent only holder has the right to receive shares in respect of Public Company Common Stock the Old Certificates or Book-Entry Shares surrendered pursuant to the provisions of this Article II plus IV, and (iii) any payment required by Section 2.02(b), and the Old Certificates or Book-Entry Shares so surrendered shall forthwith be cancelled. (c) Neither the Exchange Agent, if any, nor any party hereto shall be liable to any former holder of Centra Common Stock for any amount properly delivered to a public official pursuant to applicable abandoned property, escheat or similar laws. (d) No dividends or other distributions with respect to United Common Stock with a record date occurring after the Effective Time shall be paid to the holder of any unsurrendered Old Certificate or Book-Entry Shares representing shares of Centra Common Stock converted in the Merger into the right to receive shares of such United Common Stock until the holder thereof shall be entitled to receive New Certificates in exchange therefore in accordance with the procedures set forth in this Section 4.04. After becoming so entitled in accordance with this Section 4.04, the record holder thereof also shall be entitled to receive any such dividends or other distributions by the Exchange Agent, without any interest thereon, which theretofore had become payable with respect to shares of United Common Stock such holder had the right to receive upon surrender of the Old Certificates or Book-Entry Shares. (e) Any portion of the Exchange Fund that remains unclaimed by the stockholders of Centra on the business day after the one-year anniversary of the Effective Date shall be paid to United. Any stockholders of Centra who have not theretofore complied with this Article IV shall thereafter look only to United for payment of the Merger Consideration, cash in lieu of any fractional shares and unpaid dividends and distributions on United Common Stock deliverable in respect of each share of Centra Common Stock such stockholder holds as determined pursuant to Section 2.2(c) and this Agreement, in each case, without any dividends or distributions then payable pursuant to Section 2.2(d) as contemplated by this Section 2.2interest thereon.

Exchange Procedures. As soon (i) With respect to holders of record of certificates that represented outstanding shares of Lightspeed Common Stock (a “Certificate”) immediately prior to the First Effective Time, Planet shall cause the Exchange Agent to, as reasonably promptly as practicable after the Effective TimeClosing, the Exchange Agent shall mail to each holder of record of a Certificate whose shares were converted into the right to receive Merger Consideration (iA) a letter of transmittal in customary form specifying (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 which shall be in such form and have such other provisions as may be mutually agreed by Planet and Lightspeed) and (iiB) instructions for use in effecting the surrender of the Certificates in exchange for certificates representing shares of Public Company Common Stock (plus cash in lieu of fractional shares, if any, of Public Company Common Stock and any dividends or distributions as provided below)the Merger Consideration. Upon surrender of a Certificate for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by Public CompanyPlanet, together with such letter of transmittal, duly executed, and such other documents as may reasonably be required by the Exchange Agent and Public CompanyAgent, the holder of such Certificate shall be entitled to receive in exchange therefor a certificate or book entry account representing that number of whole shares of Public Company Planet Common Stock which and cash in lieu of fractional shares of Planet Common Stock, as applicable, that such holder has the right to receive pursuant to the provisions of this Article II plus cash in lieu of fractional shares pursuant to Section 2.2(c) and any dividends or distributions then payable pursuant to Section 2.2(d)III, and the Certificate so surrendered shall forthwith be canceled. (ii) With respect to holders of record (other than DTC) of outstanding shares in book-entry form of Lightspeed Common Stock (a “Book-Entry Share”) immediately be cancelled. In prior to the event First Effective Time, Planet shall cause the Exchange Agent to, as promptly as practicable after the Closing, mail to each holder of record of a transfer of ownership of Merger Partner Common Stock which is not registered in Book-Entry Share (other than DTC) (A) a statement reflecting the transfer records of Merger Partner, a certificate representing the proper number of whole shares of Public Company Planet Common Stock plus that such holder is entitled to receive in the name of such holder of record and (B) a check in the amount (after giving effect to any required Tax withholdings as provided in Section 3.2(i)) of any cash in lieu of fractional shares pursuant in accordance with Section 3.2(e). (iii) With respect to Section 2.2(c) and any dividends or distributions pursuant to Section 2.2(d) may be issued or paid to a person other than the person in whose name the Certificate so surrendered is registeredBook-Entry Shares held through DTC, only if such Certificate is presented to Planet shall cause the Exchange AgentAgent to establish procedures with DTC to ensure that the Exchange Agent will transmit to DTC or its nominees as soon as practicable on or after the Closing, accompanied upon surrender of Book-Entry Shares held of record by all documents required to evidence and effect such transfer and by evidence that DTC or its nominees in accordance with DTC’s customary surrender procedures, the Merger Consideration (including any applicable stock transfer taxes have been paid. cash in lieu of fractional shares in accordance with Section 3.2(e)). (iv) Until surrendered as contemplated by this Section 2.23.2, each Certificate or Book-Entry Share shall be deemed at any time after the First Effective Time to represent only the right to receive shares upon such surrender the Merger Consideration. No interest shall be paid or shall accrue for the benefit of Public Company Common Stock pursuant to holders of Certificates or Book-Entry Shares on the provisions Merger Consideration payable upon the surrender of this Article II plus cash in lieu of fractional shares pursuant to Section 2.2(c) and any dividends Certificates or distributions then payable pursuant to Section 2.2(d) as contemplated by this Section 2.2Book-Entry Shares.

Exchange Procedures. As soon as reasonably practicable after the Effective Time and in any event not later than the fifth business day following the Effective Time, Parent shall cause the Exchange Agent shall to mail to each holder of record of a Certificate Shares, which at the Effective Time were converted into the right to receive the Merger Consideration pursuant to Section 2.1, (i) a letter of transmittal in customary form specifying (which shall specify that delivery shall be effected, and that risk of loss and title to the Certificates Shares shall pass, only upon delivery of the Certificates Shares to the Exchange Agent, ) and (ii) instructions for use in effecting the surrender of the Certificates Shares in exchange for certificates representing shares of Public Company Common Stock whole Series B Units (plus or appropriate alternative arrangements shall be made by Parent if uncertificated Series B Units will be issued), cash in lieu of any fractional shares, if any, of Public Company Common Stock Series B Units pursuant to Section 2.1(d) and any dividends or distributions as provided belowpayable pursuant to Section 2.2(c). Upon surrender of a Certificate Shares for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by Public CompanyAgent, 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 and Public CompanyAgent, the holder of such Certificate Shares shall be entitled to receive in exchange therefor a certificate or book entry account representing that number of whole shares of Public Company Common Stock Series B Units (after taking into account all Shares surrendered by such holder) to which such holder has the right is entitled pursuant to Section 2.1, payment by cash or check in lieu of fractional Series B Units which such holder is entitled to receive pursuant to the provisions of this Article II plus cash in lieu of fractional shares Section 2.1(d) and any distributions payable pursuant to Section 2.2(c) and any dividends or distributions then payable pursuant to Section 2.2(d), and the Certificate Shares so surrendered shall immediately forthwith be cancelled. In If any portion of the event of a transfer of ownership of Merger Partner Common Stock which Consideration is not to be registered in the transfer records name of Merger Partner, a certificate representing the proper number of whole shares of Public Company Common Stock plus cash in lieu of fractional shares pursuant to Section 2.2(c) and any dividends or distributions pursuant to Section 2.2(d) may be issued or paid to a person other than the person in whose name the Certificate so applicable surrendered Share is registered, only if such Certificate is presented it shall be a condition to the Exchange Agent, accompanied by all documents required to evidence and effect such registration thereof that the surrendered Share be in proper form for transfer and by evidence that the person requesting such delivery of the Merger Consideration pay any applicable stock transfer taxes have or other similar Taxes required as a result of such registration in the name of a person other than the registered holder of such Share or establish to the satisfaction of the Exchange Agent that such Tax has been paidpaid or is not payable. Until surrendered as contemplated by this Section 2.22.2(b), each Certificate Share shall be deemed at any time after the Effective Time to represent only the right to receive shares of Public Company Common Stock pursuant the Merger Consideration (and any amounts to the provisions of this Article II plus cash in lieu of fractional shares be paid pursuant to Section 2.1(d) or Section 2.2(c)) and upon such surrender. No interest shall be paid or shall accrue on any dividends or distributions then amount payable pursuant to Section 2.2(d2.1(d) as contemplated by this or Section 2.22.2(c).

Exchange Procedures. As soon as reasonably practicable after entry of the EFH Confirmation Order (as defined below) and in any event not later than the third (3rd) Business Day following the Effective Time, Parent shall cause the Exchange Agent shall to mail to each holder of record of a Certificate or Book-Entry Share that immediately prior to the Effective Time represented outstanding Shares, (i) a letter of transmittal in customary form specifying (which shall specify that delivery shall be effected, and risk of loss and title to the such Certificates and Book-Entry Shares shall pass, only upon delivery of the such Certificates or Book-Entry Shares, as applicable, to the Exchange Agent, Agent and shall be in such form and have such other provisions as Parent and the Company may reasonably specify) and (ii) instructions for use in effecting the surrender of the surrendering such Certificates or Book-Entry Shares in exchange for certificates representing whole shares of Public Company Parent Common Stock (plus and cash in lieu of fractional shares, if any, of Public Company Common Stock and any dividends or distributions as provided belowshares pursuant to Section 4.2(g). Upon surrender of a Certificate or Book-Entry Share for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by Public CompanyAgent, 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 and Public CompanyAgent, the holder of such Certificate or Book-Entry Share shall be entitled to receive in exchange therefor a certificate or book entry account representing (as promptly as possible but in any event within three (3) Business Days following such surrender) that number of whole shares of Public Company Parent Common Stock (which shall be in uncertificated book-entry form through a direct registration system unless a physical certificate is requested), that such holder has the right to receive pursuant to the provisions of this Article II plus IV and cash in lieu of any fractional shares pursuant to share of Parent Common Stock in accordance with Section 2.2(c) and any dividends or distributions then payable pursuant to Section 2.2(d4.2(g), and the each Certificate or Book Entry Share so surrendered shall immediately forthwith be cancelled. In the event of a transfer of ownership of Merger Partner Common Stock which Shares that is not registered in the transfer records of Merger Partnerthe Company, a certificate representing the proper number of whole shares of Public Company Parent Common Stock plus cash in lieu of fractional shares pursuant to Section 2.2(c) and any dividends or distributions pursuant to Section 2.2(d) may be issued or paid to a person Person other than the person Person in whose name the Certificate or Book-Entry Share so surrendered is registered, only registered if such Certificate is presented or Book-Entry Share shall be properly endorsed or otherwise be in proper form for transfer and the Person requesting such issuance shall pay any transfer or other taxes required by reason of the issuance of shares of Parent Common Stock to a Person other than the registered holder of such Certificate or Book-Entry Share or establish to the Exchange Agent, accompanied by all documents required to evidence and effect reasonable satisfaction of Parent that such transfer and by evidence that any applicable stock transfer taxes have tax has been paidpaid or is not applicable. Until surrendered as contemplated by this Section 2.24.2(b), each Certificate and Book-Entry Share shall be deemed at any time after the Effective Time to represent only the right to receive shares upon such surrender the Merger Consideration applicable thereto, which the holder thereof has the right to receive in respect of Public Company such Certificate or Book-Entry Share pursuant to the provisions of this Agreement, including, for the avoidance of doubt, cash in lieu of any fractional share of Parent Common Stock payable as part of the Merger Consideration applicable thereto, in accordance with Section 4.2(g), together with any unpaid dividends or distributions thereon with a record date on or after the Effective Time payable at such time in accordance with Section 4.2(k). No interest shall be paid or will accrue on the Merger Consideration or any cash payable to holders of Certificates or Book-Entry Shares pursuant to the provisions of this Article II plus cash in lieu IV. The portion of the Merger Consideration receivable by any holder of a Certificate or Book-Entry Shares shall be aggregated with respect to all Shares held by such holder immediately prior to the Effective Time, and following such aggregation, the Exchange Agent shall determine the number of whole and fractional shares pursuant of Parent Common Stock to Section 2.2(c) and any dividends or distributions then payable pursuant to Section 2.2(d) as contemplated by which such holder is entitled for purposes of this Section 2.2Article IV.

Exchange Procedures. As soon as reasonably practicable possible after the Effective Time, Parent and the Surviving Corporation shall cause the Exchange Agent shall to mail to each holder of record of a Certificate or Certificates or Book-Entry Shares that immediately prior to the Effective Time represented outstanding Shares (iother than Excluded Shares and Dissenting Shares) (A) a letter of transmittal in customary form specifying reasonably acceptable to Parent (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates or Book-Entry Shares shall passpass to the Exchange Agent, only upon delivery of the Certificates (or affidavits of loss in lieu thereof) or Book-Entry Shares to the Exchange Agent, and which letter shall be in such form and have such other provisions as Parent may reasonably specify) and (iiB) instructions for use in effecting the surrender of the Certificates in exchange for certificates representing shares of Public Company Common Stock (plus cash in lieu of fractional shares, if any, of Public Company Common Stock and any dividends or distributions as provided below)Book-Entry Shares to which the holder thereof is entitled. Upon surrender of a any Certificate (or affidavits 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 Public CompanyAgent, together with such letter of transmittal, duly executedexecuted and completed in accordance with the instructions thereto, and such other documents as may reasonably be required by the Exchange Agent and Public CompanyAgent, the holder of such Certificate or Book-Entry Shares shall be entitled to receive in exchange therefor a certificate or book entry account representing that (A) the number of whole shares of Public Company Parent Common Stock (after taking into account all Certificates surrendered, and Book-Entry Shares held, by such holder of record) to which such holder has is entitled pursuant to Section 2.1, (B) the right Cash Consideration such holders are entitled to receive pursuant to Section 2.1, (C) the provisions of this Article II plus cash payable in lieu of fractional shares of Parent Common Stock such holder is entitled to receive pursuant to Section 2.2(c2.2(j), and (D) and any dividends or distributions then payable to which such holders are entitled pursuant to Section 2.2(d2.2(k), and the Certificate or Book-Entry Shares so surrendered shall immediately forthwith be cancelledcanceled. In the event of a transfer of ownership of Merger Partner Common Stock which Shares that is not registered in the transfer records of Merger Partnerthe Company, a certificate representing the proper number of whole shares of Public Company Common Stock plus cash in lieu of fractional shares pursuant to Section 2.2(c) and any dividends or distributions pursuant to Section 2.2(d) payment may be issued or paid made to a person Person other than the person Person in whose name the Certificate so surrendered is registered, only if such Certificate is presented shall be properly endorsed or otherwise be in proper form for transfer and the Person requesting such payment shall pay any transfer or other Taxes required by reason of the payment to a Person other than the registered holder of such Certificate or establish to the Exchange Agent, accompanied by all documents required to evidence and effect satisfaction of Parent that such transfer and by evidence that any applicable stock transfer taxes have Tax has been paidpaid or is not applicable. Until surrendered as contemplated by this Section 2.2, each Certificate No interest shall be deemed at paid or accrue on any time after the Effective Time to represent only the right to receive shares of Public Company Common Stock pursuant to the provisions of this Article II plus cash in lieu of fractional shares pursuant to Section 2.2(c) and any dividends or distributions then payable pursuant to Section 2.2(d) as contemplated by this Section 2.2.

Exchange Procedures. As soon as reasonably practicable Promptly after the Effective Time, Parent shall cause the Exchange Agent shall to mail to each holder of record of a Certificate (i) a letter of transmittal in customary form specifying which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon due delivery of the Certificates and other required documents to the Exchange Agent, and which letter shall be in customary form and have such other provisions as Parent may reasonably specify and (ii) instructions for use in effecting the surrender of the such Certificates in exchange for certificates representing shares of Public Company Common Stock (plus cash in lieu of fractional shares, if any, of Public Company Common Stock and any dividends or distributions as provided below)the applicable Merger Consideration. Upon surrender of a Certificate for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by Public Company, together with such letter of transmittal, duly executedexecuted and completed in accordance with the instructions thereto, and such other documents as may reasonably be required by the Exchange Agent and Public CompanyAgent, the holder of such Certificate shall be entitled to receive in exchange therefor therefore (A) a certificate representing one or book entry account representing that more shares of Parent Common Stock representing, in the aggregate, the whole number of whole shares of Public Company Common Stock which that such holder has the right to receive pursuant to Section 1.6(a) (after taking into account all shares of Company Common Stock then held by such holder), (B) a check in an amount that such holder has the provisions right to receive pursuant to Section 1.6(a) (after taking into account all shares of this Article II plus Company Common Stock held by such holder), and (C) a check in the amount (after giving effect to any required tax withholdings) equal to the cash in lieu of any fractional shares share of Parent Common Stock pursuant to Section 2.2(c) 2.5 and any unpaid dividends or and other distributions then payable to which such holder is entitled pursuant to Section 2.2(d)2.3, and the Certificate so surrendered shall immediately forthwith be cancelledcanceled. No interest will be paid or will accrue on any cash payable pursuant to Section 2.3 or Section 2.5. In the event of a transfer of ownership of Merger Partner Company Common Stock which is not registered in the transfer records of Merger Partnerthe Company prior to the Effective Time, a certificate representing one or more certificates evidencing, in the aggregate, the proper number of whole shares of Public Company Parent Common Stock plus Stock, a check in the proper amount of cash, and a second check in the proper amount of cash in lieu of any fractional shares share of Parent Common Stock pursuant to Section 2.2(c) 2.5 and any dividends or other distributions to which such holder is entitled pursuant to Section 2.2(d) 2.3 may be issued or paid with respect to such Company Common Stock to such a person other than the person in whose name transferee if the Certificate so surrendered is registered, only if representing such Certificate shares of Company Common Stock is presented to the Exchange Agent, accompanied by all documents required to evidence and effect such transfer and the ownership of such shares of Company Common Stock by such transferee and to evidence that any applicable stock transfer taxes have been paid. Until surrendered as contemplated by this Section 2.2, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive shares of Public Company Common Stock pursuant to the provisions of this Article II plus cash in lieu of fractional shares pursuant to Section 2.2(c) and any dividends or distributions then payable pursuant to Section 2.2(d) as contemplated by this Section 2.2.

Exchange Procedures. As soon as reasonably practicable after the Effective Time, the Surviving Corporation shall cause the Exchange Agent shall to mail to each holder of record of a Certificate certificate or certificates which immediately prior to the Effective Time represented outstanding Shares (the "CERTIFICATES") whose shares were converted pursuant to Section 2.1(b) into Parent Common Stock (i) a letter of transmittal in customary form specifying which shall specify that delivery shall be effectedeffective, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Agent, and which letter shall be in customary form and have such other provisions as Parent and the Company may reasonably specify; and (ii) instructions for use in effecting the surrender of the such Certificates in exchange for certificates representing shares of Public Company Common Stock (plus cash in lieu of fractional shares, if any, of Public Company Common Stock and any dividends or distributions as provided below)the Share Consideration. Upon surrender of a Certificate for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by Public Company, together with such letter of transmittal, duly executedexecuted and completed in accordance with the instructions thereto, and such other documents as may reasonably be required by the Exchange Agent and Public CompanyAgent, the holder of such Certificate shall be entitled to receive in exchange therefor (A) a certificate or book entry account certificates representing that number of whole shares of Public Company Parent Common Stock which representing, in the aggregate, the whole number of shares that such holder has the right to receive pursuant to Section 2.1 and (B) a check in the amount equal to the cash that such holder has the right to receive pursuant to the provisions of this Article II plus II, including cash in lieu of any dividends and other distributions made in accordance with Section 2.5 and cash in lieu of fractional shares pursuant to Section 2.2(c) and any dividends or distributions then payable pursuant to Section 2.2(d), 2.7 and the Certificate so surrendered shall immediately forthwith be cancelled. No interest will be paid or will accrue on any cash payable pursuant to Section 2.5 or Section 2.7. In the event of a transfer of ownership of Merger Partner Company Common Stock which is not registered in the transfer records of Merger Partnerthe Company, a certificate representing certificates evidencing, in the aggregate, the proper number of whole shares of Public Company Parent Common Stock plus Stock, a check in the proper amount of cash in lieu of any fractional shares of Parent Common Stock pursuant to Section 2.2(c) 2.7 and any dividends or other distributions to which such holder is entitled pursuant to Section 2.2(d) 2.5, may be issued or paid with respect to such Shares to such a person other than the person in whose name transferee if the Certificate so surrendered is registered, only if representing such Certificate Shares is presented to the Exchange Agent, accompanied by all documents required to evidence and effect such transfer and by to evidence that any applicable stock transfer taxes Taxes have been paid. Until surrendered as contemplated by this Section 2.2, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive shares of Public Company Common Stock pursuant to the provisions of this Article II plus cash in lieu of fractional shares pursuant to Section 2.2(c) and any dividends or distributions then payable pursuant to Section 2.2(d) as contemplated by this Section 2.2.

Exchange Procedures. (i) As soon as reasonably practicable after the Effective TimeTime (but in no event later than five (5) Business Days thereafter), Parent shall cause the Exchange Agent shall to mail (and to make available for collection by hand) to each holder of record of a Certificate one or more Company Certificates as of immediately prior to the Effective Time, (i1) a letter of transmittal in customary form specifying (a “Letter of Transmittal”), which shall specify that delivery shall be effected, and risk of loss and title to the Company Certificates shall pass, pass only upon proper delivery of the Company Certificates (or affidavits of loss in lieu thereof), to the Exchange Agent, and which Letter of Transmittal shall be in such form and have such other provisions as Parent may reasonably specify, and (ii2) instructions for use in effecting the surrender of the Company Certificates in exchange for certificates or, at Parent’s option, evidence of shares in book-entry form representing the shares of Public Company Parent Common Stock (plus issuable pursuant to Section 2.1(a) or Parent Series A Preferred Stock, issuable pursuant to Section 2.1(c), together with any amounts that such holder has the right to receive in respect of dividends or other distributions on shares of Parent Common Stock or Parent Series A Preferred Stock, as applicable, pursuant to and in accordance with Section 2.2(c) and any cash such holder is entitled to receive in lieu of fractional shares, if any, shares of Public Company Parent Common Stock pursuant to and any dividends or distributions as provided belowin accordance with Section 2.2(e). . (ii) Upon surrender of a Company Certificate (or affidavit of loss in lieu thereof) for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by Public CompanyAgent, together with such letter a Letter of transmittal, 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 and Public CompanyAgent, the holder of such Company Certificate shall be entitled to receive in exchange therefor a certificate or book entry account representing that number of whole the shares of Public Company Parent Common Stock which formerly represented by such Company Certificate pursuant to the provisions of this Article II, plus any amounts that such holder has the right to receive in respect of dividends or other distributions on shares of Parent Common Stock or Parent Series A Preferred Stock, as applicable, pursuant to and in accordance with Section 2.2(c) and any cash such holder is entitled to receive in lieu of fractional shares of Parent Common Stock that such holder has the right to receive pursuant to and in accordance with Section 2.2(e), to be mailed, made available for collection by hand or delivered by wire transfer, within five (5) Business Days following the provisions later to occur of (A) the Effective Time or (B) the Exchange Agent’s receipt of such Company Certificate (or affidavit of loss in lieu thereof), and the Company Certificate (or affidavit of loss in lieu thereof) so surrendered shall be forthwith canceled. The Exchange Agent shall accept such Company Certificates (or affidavits of loss in lieu thereof) 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. Until surrendered as contemplated by this Section 2.2(b), each Company Certificate shall be deemed, at any time after the Effective Time, to represent only the right to receive, upon such surrender, the consideration as expressly set forth in this Article II plus II. (iii) As promptly as practicable following the Effective Time (but in no event later than five (5) Business Days thereafter), Parent shall cause the Exchange Agent: (A) to issue to each holder of Company Book-Entry Securities as of immediately prior to the Effective Time that number of uncertificated whole shares of Parent Common Stock or Parent Series A Preferred Stock, as applicable, that such holder is entitled to receive in respect of such Company Book-Entry Securities pursuant to this Article II; and (B) subject to Section 2.2(h), to issue and deliver to each holder of Company Book-Entry Shares a check or wire transfer of any amounts that such holder has the right to receive in respect of dividends or other distributions on shares of Parent Common Stock or Parent Series A Preferred Stock, as applicable, pursuant to and in accordance with Section 2.2(c) and any cash such holder is entitled to receive in lieu of fractional shares of Parent Common Stock that such holder has the right to receive pursuant to and in accordance with Section 2.2(c2.2(e). (iv) and any dividends or distributions then payable pursuant to Section 2.2(d), and the Certificate so surrendered shall immediately be cancelled. In the event of a transfer of ownership of Merger Partner shares of Company Common Stock which or Company Series A Preferred Stock that is not registered in the transfer records of Merger Partnerthe Company, it shall be a certificate representing condition of payment that any Company Certificate surrendered in accordance with the procedures set forth in this Section 2.2 shall be properly endorsed or shall be otherwise in proper number form for transfer, or any Company Book-Entry Securities shall be properly transferred, and that the Person requesting such payment shall have paid any transfer or similar Tax required by reason of whole shares the payment of Public the consideration to a Person other than the registered holder of the Company Common Stock plus cash Certificate surrendered or Company Book-Entry Securities properly transferred, or shall have established to the satisfaction of Parent that such Tax either has been paid or is not applicable. No interest shall be paid or accrued for the benefit of (A) holders of the Company Certificate on the consideration otherwise payable upon the surrender of the Company Certificate pursuant to this Article II or (B) Company Book-Entry Securities on the consideration otherwise payable in lieu respect of fractional such shares pursuant to Section 2.2(c) and any dividends or distributions pursuant to Section 2.2(d) may be issued or paid to a person other than the person in whose name the Certificate so surrendered is registered, only if such Certificate is presented to the Exchange Agent, accompanied by all documents required to evidence and effect such transfer and by evidence that any applicable stock transfer taxes have been paid. Until surrendered as contemplated by this Section 2.2, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive shares of Public Company Common Stock pursuant to the provisions of this Article II plus cash in lieu of fractional shares pursuant to Section 2.2(c) and any dividends or distributions then payable pursuant to Section 2.2(d) as contemplated by this Section 2.2II.

Exchange Procedures. As soon as reasonably practicable Promptly after the Effective Time, but no later than five Business Days after the Exchange Agent Effective Date, Acquiror shall mail cause to be mailed to each holder of record of a Certificate certificate or certificates (the "Certificates") that immediately prior to the Effective Time represented outstanding shares of Target Common Stock, whose shares were converted into the right to receive the Per Share Consideration pursuant to Section 1.7, (i) a letter of transmittal in customary form specifying (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery receipt of the Certificates to by the Exchange Agent, and shall be in such form and have such other provisions as Acquiror may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for cash and certificates representing shares of Public Company Acquiror Common Stock (plus cash in lieu of fractional shares, if any, of Public Company Common Stock and any dividends or distributions as provided below)Stock. Upon surrender of a Certificate for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by Public CompanyAgent, together with such letter of transmittal, duly executed, completed and validly executed in accordance with the instructions thereto and such other customary documents as may reasonably be required by the Exchange Agent and Public Companypursuant to such instructions, the holder of such Certificate shall be entitled to receive in exchange therefor a certificate therefor, and Acquiror shall cause the Exchange Agent to promptly send to the holder, one or book entry account more certificates as requested by the holder (properly issued, executed and countersigned, as appropriate) representing that the number of whole shares of Public Company Acquiror Common Stock which and payment of cash that such holder has the right to receive pursuant to the provisions of this Article II plus cash in lieu of fractional shares pursuant to Section 2.2(c) 1.6 and any dividends or other distributions then payable to which such holder is entitled pursuant to Section 2.2(d1.7(c), and the Certificate so surrendered shall immediately forthwith be cancelledcanceled. In the event of a transfer of ownership of Merger Partner shares of Target Common Stock which is not registered in the transfer records of Merger PartnerTarget as of the Effective Time, a certificate representing the proper number of whole shares of Public Company Acquiror Common Stock plus Stock, dividends, distributions and cash in lieu of fractional shares pursuant to Section 2.2(c) and any dividends or distributions pursuant to Section 2.2(d) may be issued or and paid in accordance with this Article I to a person other than the person in whose name transferee if the Certificate so surrendered is registered, only if evidencing such Certificate shares of Target Common Stock is presented to the Exchange Agent, accompanied by all documents required to evidence and effect such transfer pursuant to Section 1.7(d) and by evidence that any applicable stock transfer taxes have been paid. Until surrendered as contemplated by this Section 2.2so surrendered, each outstanding Certificate shall that, prior to the Effective Time, represented shares of Target Common Stock will be deemed at any time from and after the Effective Time Time, for all corporate purposes, to represent evidence only the right to receive shares of Public Company Acquiror Common Stock pursuant to the provisions into which such shares of this Article II plus Target Common Stock shall have been so converted and an amount in cash in lieu of fractional shares pursuant to accordance with Section 2.2(c) and any dividends or distributions then payable pursuant to Section 2.2(d) as contemplated by this Section 2.21.6.

Exchange Procedures. As soon as reasonably practicable after the Effective Time, the Surviving Corporation shall cause the Exchange Agent shall to mail to each holder of record of a Certificate certificate or certificates which immediately prior to the Effective Time represented outstanding Shares (the "Certificates") (i) a form of letter of transmittal in customary form specifying (which shall specify that delivery shall be effectedeffective, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Agent, and which letter shall be in customary form and have such other provisions as Parent may reasonably specify) and (ii) instructions for use in effecting the surrender of the such Certificates in exchange for certificates representing shares of Public Company Common Stock (plus cash in lieu of fractional shares, if any, of Public Company Common Stock and any dividends or distributions as provided below)the applicable Merger Consideration. Upon surrender of a Certificate for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by Public Company, together with such letter of transmittal, duly executedexecuted and completed in accordance with the instructions thereto, and such other documents as may reasonably be required by the Exchange Agent and Public CompanyAgent, the holder of such Certificate shall be entitled to receive in exchange therefor a certificate or book entry account representing that (A) shares of Parent Common Stock representing, in the aggregate, the whole number of whole shares of Public Company Common Stock which that such holder has the right to receive pursuant to Section 2.1 (after taking into account all Shares then held by such holder) and (B) a check in the amount equal to the cash that such holder has the right to receive pursuant to the provisions of this Article II plus II, including cash in lieu of any fractional shares of Parent Common Stock pursuant to Section 2.2(c) 2.7 and any dividends and other distributions pursuant to Section 2.5. No interest will be paid or distributions then will accrue on any cash payable pursuant to Section 2.2(d), and the Certificate so surrendered shall immediately be cancelledthis Article II. In the event of a transfer of ownership of Merger Partner Company Common Stock which is not registered in the transfer records of Merger Partnerthe Company, a certificate representing shares of Parent Common Stock evidencing, in the aggregate, the proper number of whole shares of Public Company Parent Common Stock plus Stock, a check in the proper amount of cash in lieu of any fractional shares of Parent Common Stock pursuant to Section 2.2(c) 2.7 and any dividends or other distributions to which such holder is entitled pursuant to Section 2.2(d) 2.5, may be issued or paid with respect to such Shares to such a person other than the person in whose name transferee if the Certificate so surrendered is registered, only if representing such Certificate Shares is presented to the Exchange Agent, accompanied by all documents required to evidence and effect such transfer and by to evidence that any applicable stock transfer taxes Taxes (as hereinafter defined) have been paid. Until surrendered as contemplated by this Section 2.2, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive shares of Public Company Common Stock pursuant to the provisions of this Article II plus cash in lieu of fractional shares pursuant to Section 2.2(c) and any dividends or distributions then payable pursuant to Section 2.2(d) as contemplated by this Section 2.2.

Exchange Procedures. As soon as reasonably practicable after the Company Merger Effective Time, and in no event later than two Business Days thereafter, the Surviving Entity shall, and Parent shall cause the Surviving Entity to, cause the Exchange Agent shall to mail to each holder of record of a Certificate Book-Entry Shares whose shares of Company Common Stock and Company Preferred Stock were converted into the right to receive the consideration payable pursuant to Section 3.1(b) instructions for use in effecting the surrender of such Book-Entry Shares in exchange for the Merger Consideration set forth in Section 3.1(b) and Section 3.2(b). Each holder of record of Book-Entry Shares, upon surrender to the Exchange Agent of such Book-Entry Shares (which shall be deemed surrendered upon receipt by the Exchange Agent of an “agent’s message” in customary form or such other evidence as the Exchange Agent may reasonably request), shall be entitled to receive in exchange therefor the amount of (i) Merger Consideration to which such holder is entitled pursuant to Section 3.1(b) (other than the portion of such Merger Consideration that is cash (as applicable)); and (ii) a check or wire transfer in the amount equal to (A) the cash payable in lieu of any fractional shares of Parent Common Stock pursuant to Section 3.4(h) and dividends and other distributions pursuant to Section 3.4(g) plus (B) the portion of the Merger Consideration contemplated by the foregoing clause (i) that is cash (as applicable), and the Book-Entry Shares so surrendered shall forthwith be canceled. In the event of a transfer of ownership of Company Common Stock or Company Preferred Stock that is not registered in the transfer records of the Company, payment of the applicable Merger Consideration may be made to a Person other than the Person in whose name the Book-Entry Share so surrendered is registered if such Book-Entry Share shall be in proper form for transfer and the Person requesting such payment shall pay any transfer Taxes required by reason of the transfer or establish to the reasonable satisfaction of Parent and the Exchange Agent that such Taxes have been paid or are not applicable. Until surrendered as contemplated by this Section 3.4(b), each Book-Entry Share shall be deemed at any time after the Company Merger Effective Time to represent only the right to receive upon such surrender of the Merger Consideration, subject to the terms and conditions set forth herein. No interest shall be paid or will accrue on any payment to holders of Book-Entry Shares pursuant to the provisions of this Article III. If any shares of Company Common Stock or Company Preferred Stock are represented by certificates, then the Exchange Agent shall, within three (3) Business Days after the Company Merger Effective Time, cause to be sent to such holders of certificates (x) a letter of transmittal in customary form specifying transmittal, which shall specify that delivery of such shares shall be effected, and risk of loss and title to the Certificates certificates shall pass, only upon proper delivery of the Certificates certificates to the Exchange Agent, and which letter of transmittal shall otherwise be in a customary form and agreed to by Parent and the Company prior to the Closing and (iiy) instructions for use in effecting the surrender of the Certificates in exchange for certificates representing shares of Public Company Common Stock (plus cash in lieu of fractional sharessuch certificates, if any, of Public Company Common Stock and any dividends or distributions as provided below). Upon surrender of a Certificate for cancellation appropriate actions shall otherwise be taken to give effect to the Exchange Agent or exchange procedures in this Section 3.4 with respect to such other agent or agents as may be appointed by Public Company, together with such letter of transmittal, duly executed, and such other documents as may reasonably be required by the Exchange Agent and Public Company, the holder of such Certificate shall be entitled to receive in exchange therefor a certificate or book entry account representing that number of whole shares of Public Company Common Stock which such holder has the right to receive pursuant to the provisions of this Article II plus cash in lieu of fractional shares pursuant to Section 2.2(c) and any dividends or distributions then payable pursuant to Section 2.2(d), and the Certificate so surrendered shall immediately be cancelled. In the event of a transfer of ownership of Merger Partner Common Stock which is not registered in the transfer records of Merger Partner, a certificate representing the proper number of whole shares of Public Company Common Stock plus cash in lieu of fractional shares pursuant to Section 2.2(c) and any dividends or distributions pursuant to Section 2.2(d) may be issued or paid to a person other than the person in whose name the Certificate so surrendered is registered, only if such Certificate is presented to the Exchange Agent, accompanied by all documents required to evidence and effect such transfer and by evidence that any applicable stock transfer taxes have been paid. Until surrendered as contemplated by this Section 2.2, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive shares of Public Company Common Stock pursuant to the provisions of this Article II plus cash in lieu of fractional shares pursuant to Section 2.2(c) and any dividends or distributions then payable pursuant to Section 2.2(d) as contemplated by this Section 2.2certificated shares.

Exchange Procedures. As soon as reasonably practicable after the Effective Time, Bergen shall instruct the Exchange Agent shall to mail to each holder of record of a Certificate certificate or certificates (the "Certificates") which immediately prior to the Effective Time represented outstanding shares of PharMerica Common Stock whose shares were converted into the right to receive the Merger Consideration pursuant to Section 2.1.2 the following: (i) a letter of transmittal in customary form specifying (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, Agent and shall be in such form and have such other customary provisions as Bergen may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for certificates representing shares of Public Company Bergen Common Stock (plus and cash in lieu of fractional shares, if any, of Public Company Common Stock and any dividends or distributions as provided below). Upon surrender of a Certificate for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by Public CompanyAgent, together with such a duly executed letter of transmittal, duly executed, and such other documents as may reasonably be required by the Exchange Agent and Public Company, the holder of such Certificate shall be entitled to receive in exchange therefor (x) a certificate or book entry account certificates representing that the whole number of whole shares of Public Company Bergen Common Stock which such holder has the right to receive pursuant to Section 2.1.2 (and representing each associated right under the Bergen Shareowners' Rights Plan) in such denominations and registered in such names as such holder may request and (y) a check representing the amount of cash in lieu of fractional shares, if any, and unpaid dividends and distributions, if any, which such holder has the right to receive pursuant to the provisions of this Article II plus II, after giving effect to any required withholding tax. The shares represented by the Certificates so surrendered shall forthwith be canceled. No interest will be paid or accrued on the cash in lieu of fractional shares pursuant to Section 2.2(c) and any dividends or distributions then payable pursuant to Section 2.2(d)shares, if any, and the Certificate so surrendered shall immediately be cancelledunpaid dividends and distributions, if any, payable to holders of shares of PharMerica Common Stock. In the event of a transfer of ownership of Merger Partner shares of PharMerica Common Stock which is not registered in on the transfer records of Merger PartnerPharMerica, a certificate representing the proper number of whole shares of Public Company Bergen Common Stock plus (and representing each associated right under the Bergen Shareowners' Rights Plan), together with a check for the cash to be paid in lieu of fractional shares pursuant to Section 2.2(c) shares, if any, and any unpaid dividends or distributions pursuant to Section 2.2(d) and distributions, if any, may be issued or paid to a person other than the person in whose name such transferee if the Certificate so surrendered is registered, only if representing such Certificate shares of PharMerica Common Stock held by such transferee is presented to the Exchange Agent, accompanied by all documents required to evidence and effect such transfer and by to evidence that any applicable stock transfer taxes have been paid. Until surrendered as contemplated by this Section 2.22.3, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon surrender a certificate representing whole shares of Public Company Bergen Common Stock issuable pursuant to Section 2.1.2 (and representing each associated right under the provisions of this Article II plus Bergen Shareowners' Rights Plan) and cash in lieu of fractional shares pursuant to Section 2.2(c) shares, if any, and any unpaid dividends or distributions then payable pursuant to Section 2.2(d) and distributions, if any, as contemplated by provided in this Section 2.2Article II.

Exchange Procedures. As soon as reasonably practicable Promptly after the Effective TimeTime (and in no event later than five (5) Business Days thereafter), Parent or the Exchange Surviving Corporation shall cause the Paying Agent shall to mail to each holder of record of a Certificate or Book-Entry Shares which immediately prior to the Effective Time represented outstanding shares of Company Common Stock whose shares were converted pursuant to Section 2.1(c) into the right to receive the Merger Consideration, (i) a letter of transmittal in customary form specifying (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 surrender of the Certificates (or affidavits of loss in lieu thereof pursuant to Section 2.2(g) hereof) or Book-Entry Shares to the Exchange AgentPaying Agent and shall be in such form and have such other provisions (including customary provisions with respect to delivery of an “agent’s message” with respect to Book-Entry Shares) as Parent and the Company may mutually agree or the Paying Agent may reasonably specify), and (ii) instructions for use in effecting the surrender of the Certificates or Book-Entry Shares in exchange for certificates representing shares of Public Company Common Stock (plus cash in lieu of fractional shares, if any, of Public Company Common Stock and any dividends or distributions as provided below)the Merger Consideration. Upon surrender of a Certificate for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by Public Company, together with such letter of transmittal, 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 and Public Companypursuant to such instructions or receipt of an “agent’s message” with respect to a Book-Entry Share, the holder of such Certificate or such Book-Entry Share shall be entitled to receive in exchange therefor a certificate or book entry account representing that number cash equal to the Merger Consideration payable in respect of whole the shares of Public Company Common Stock which previously represented by such holder has the right to receive pursuant to the provisions of this Article II plus cash in lieu of fractional shares pursuant to Section 2.2(c) and any dividends Certificate or distributions then payable pursuant to Section 2.2(d)such Book-Entry Share, and the Certificate or Book-Entry Share so surrendered shall immediately be cancelled. In the event of a transfer of ownership of Merger Partner Company Common Stock which is not registered in the transfer records of Merger PartnerCompany, a certificate representing the proper number of whole shares of Public Company Common Stock plus cash in lieu of fractional shares pursuant to Section 2.2(c) and any dividends or distributions pursuant to Section 2.2(d) payment may be issued or paid made to a person Person other than the person Person in whose name the Certificate or Book-Entry Share so surrendered is registered, only if such Certificate or such Book-Entry Share is presented to the Exchange Paying Agent, accompanied by all documents reasonably required to evidence and effect such transfer and by evidence that any applicable stock transfer taxes have been paid. Until surrendered as contemplated by this Section 2.2, each Certificate or Book-Entry Share, as applicable, shall be deemed at any time after the Effective Time to represent only the right to receive shares receive, upon such surrender the Merger Consideration. No interest shall be paid or accrue on any cash payable upon surrender of Public Company Common Stock pursuant to the provisions of this Article II plus cash in lieu of fractional shares pursuant to Section 2.2(c) and any dividends Certificate or distributions then payable pursuant to Section 2.2(d) as contemplated by this Section 2.2Book-Entry Share.

Exchange Procedures. As soon as reasonably practicable Promptly after the Effective Time, the Surviving Corporation shall cause the Exchange Agent shall to mail to each holder of record of a Certificate Shares (i) a letter of transmittal in customary form specifying which shall specify that delivery shall be effected, and risk of loss and title to the Certificates Shares shall pass, only upon proper delivery of the Certificates Shares to the Exchange Agent, and which letter shall be in customary form and have such other provisions as Parent may reasonably specify (such letter to be reasonably acceptable to the Company prior to the Effective Time) and (ii) instructions for use in effecting the surrender of the Certificates such Shares in exchange for certificates representing shares of Public Company Common Stock (plus cash in lieu of fractional shares, if any, of Public Company Common Stock and any dividends or distributions as provided below)the Merger Consideration. Upon surrender of a Certificate for cancellation the Shares to the Exchange Agent or to such other agent or agents as may be appointed by Public Company, together with such letter of transmittal, duly executedexecuted and completed in accordance with the instructions thereto, and such other documents as may reasonably be required by the Exchange Agent and Public CompanyAgent, the holder of such Certificate Shares shall be entitled to receive in exchange therefor (A) one or more shares of Parent Common Stock (which shall be in uncertificated book-entry form unless a physical certificate or book entry account representing that is requested by such holder) representing, in the aggregate, the whole number of whole shares of Public Parent Common Stock that such holder has the right to receive pursuant to Section 1.08 (after taking into account all shares of Company Common Stock which then held by such holder) and (B) a check in the amount equal to the cash that such holder has the right to receive pursuant to the provisions of this Article II plus 2, consisting of cash in lieu of any fractional shares of Parent Common Stock pursuant to Section 2.2(c) 2.05 and any dividends or and other distributions then payable pursuant to Section 2.2(d2.03 (“Cash Payments”), and the Certificate so surrendered shall immediately . No interest will be cancelledpaid or will accrue on any Cash Payments. In the event of a transfer of ownership of Merger Partner Company Common Stock which is not registered in the transfer records of the Company, the Merger PartnerConsideration and any Cash Payments to which such holder is entitled, a certificate representing the proper number of whole shares of Public may be issued with respect to such Company Common Stock plus cash in lieu of fractional shares pursuant to Section 2.2(c) and any dividends or distributions pursuant to Section 2.2(d) may be issued or paid to such a person other than transferee if the person in whose name the Certificate so surrendered is registered, only if such Certificate is Shares are presented to the Exchange Agent, accompanied by all documents required to evidence and effect such transfer and by to evidence that any applicable stock transfer taxes have been paid. Until surrendered as contemplated by this Section 2.2, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive shares of Public Company Common Stock pursuant to the provisions of this Article II plus cash in lieu of fractional shares pursuant to Section 2.2(c) and any dividends or distributions then payable pursuant to Section 2.2(d) as contemplated by this Section 2.2.

Exchange Procedures. As soon The Surviving Corporation shall cause the Exchange Agent, as reasonably promptly as practicable after the Effective Time, the Exchange Agent shall to mail to each holder of record of a Certificate (i) a letter of transmittal in customary form specifying which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Exchange Agent, and which letter shall be in customary form and have such other provisions as Dianon may reasonably specify and (ii) instructions for use in effecting the surrender of the such Certificates in exchange for certificates representing shares of Public Company Common Stock (plus cash in lieu of fractional shares, if any, of Public Company Common Stock and any dividends or distributions as provided below)the applicable Merger Consideration. Upon surrender of a Certificate for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by Public Company, together with such letter of transmittal, duly executedexecuted and completed in accordance with the instructions thereto, and such other documents as may reasonably be required by the Exchange Agent and Public CompanyAgent, the holder of such Certificate shall be entitled to receive in exchange therefor (A) one or more shares of Dianon Common Stock (which shall be in uncertificated book-entry form unless a physical certificate or book entry account representing that is requested) representing, in the aggregate, the whole number of whole shares that such holder has the right to receive pursuant to Section 1.7 (after taking into account all shares of Public Company UroCor Common Stock which then held by such holder) and (B) a check in the amount equal to the cash that such holder has the right to receive pursuant to the provisions of this Article II plus II, including cash in lieu of any fractional shares of Dianon Common Stock pursuant to Section 2.2(c) 2.5 and any dividends or and other distributions then payable pursuant to Section 2.2(d)2.3, and in each case the Certificate so surrendered shall immediately forthwith be cancelled. No interest will be paid or will accrue on any cash payable pursuant to Section 2.3 or Section 2.5. In the event of a transfer of ownership of Merger Partner UroCor Common Stock which is not registered in the transfer records of Merger PartnerUroCor, a certificate representing one or more shares of Dianon Common Stock evidencing, in the aggregate, the proper number of whole shares of Public Company Dianon Common Stock plus and a check in the proper amount of cash in lieu of any fractional shares of Dianon Common Stock pursuant to Section 2.2(c) 2.5 and any dividends or other distributions to which such holder is entitled pursuant to Section 2.2(d) 2.3, may be issued or paid with respect to such UroCor Common Stock to such a person other than the person in whose name transferee if the Certificate so surrendered is registered, only if representing such Certificate shares of UroCor Common Stock is presented to the Exchange Agent, accompanied by all documents required to evidence and effect such transfer and by to evidence that any applicable stock transfer taxes have been paid. Until surrendered paid as contemplated by this Section 2.2, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive shares of Public Company Common Stock pursuant to the provisions of this Article II plus cash in lieu of fractional shares pursuant to Section 2.2(c) and any dividends or distributions then payable pursuant to Section 2.2(d) as contemplated by this Section 2.2Exchange Agent may require.

Exchange Procedures. As soon as reasonably practicable after the Effective Time, WAXS shall cause the Exchange Agent shall to mail to each holder of record of a Certificate (other than to holders of Dissenter's Shares) (i) a letter of transmittal in customary form specifying which shall advise such holder of the effectiveness of the Merger and 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 which letter shall be in customary form and have such other provisions as WAXS may reasonably specify and (ii) instructions for use in effecting the surrender of the such Certificates in exchange for certificates representing shares of Public Company Common Stock (plus cash in lieu of fractional shares, if any, of Public Company Common Stock and any dividends or distributions as provided below)the applicable Merger Consideration. Upon surrender of a Certificate for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by Public Company, together with such letter of transmittal, duly executedexecuted and completed in accordance with the instructions thereto, and such other documents as may reasonably be required by the Exchange Agent and Public CompanyAgent, the holder of such Certificate shall be entitled to receive in exchange therefor a certificate promptly (A) one or more shares of WAXS Common Stock (which shall be in uncertificated book entry account representing that form unless a physical certificate is requested) representing, in the aggregate, the whole number of whole shares that such holder has the right to receive pursuant to Section 1.6 (after taking into account all shares of Public Company STAR Common Stock which then held by such holder), and (B) a check in the amount equal to the cash that such holder has the right to receive pursuant to the provisions of Section 1.6(c), if any, and this Article II plus II, including cash in lieu of fractional any additional shares of WAXS Common Stock pursuant to Section 2.2(c) 2.4 and dividends and other distributions pursuant to Section 2.3. No interest will be paid or will accrue on any dividends or distributions then cash payable pursuant to Section 2.2(d1.6(c), and the Certificate so surrendered shall immediately be cancelledSection 2.3 or Section 2.4. In the event of a transfer of ownership of Merger Partner STAR Common Stock which is not registered in the transfer records of Merger PartnerSTAR, a certificate representing one or more shares of WAXS Common Stock evidencing, in the aggregate, the proper number of whole shares of Public Company WAXS Common Stock plus Stock, a check in the proper amount of cash in lieu of fractional any additional shares of WAXS Common Stock pursuant to Section 2.2(c2.4, a check in the proper amount of cash pursuant to Section 1.6(c) and any dividends or other distributions to which such holder is entitled pursuant to Section 2.2(d) 2.3, may be issued or paid with respect to such STAR Common Stock to such a person other than the person in whose name transferee if the Certificate so surrendered is registered, only if representing such Certificate shares of STAR Common Stock is presented to the Exchange Agent, accompanied by all documents required to evidence and effect such transfer and by to evidence that any applicable stock transfer taxes have been paid. Until surrendered as contemplated by this Section 2.2, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive shares of Public Company Common Stock pursuant to the provisions of this Article II plus cash in lieu of fractional shares pursuant to Section 2.2(c) and any dividends or distributions then payable pursuant to Section 2.2(d) as contemplated by this Section 2.2.

Exchange Procedures. (i) As soon promptly as reasonably practicable after the Effective Time, Parent shall cause the Exchange Agent shall mail to each holder distribute the shares of record Parent Common Stock into which the shares of a Certificate (i) a letter of transmittal Spinco Common Stock that were distributed in customary form specifying that delivery the Distribution have been converted pursuant to the Merger, which shares shall be effected, distributed on the same basis as the shares of Spinco Common Stock were distributed in the Distribution and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Agent, and (ii) instructions for use in effecting the surrender of the Certificates in exchange for certificates representing shares of Public Company Persons who received Spinco Common Stock (plus cash in lieu of fractional shares, if any, of Public Company the Distribution. Each Person entitled to receive Spinco Common Stock and any dividends or distributions as provided below). Upon surrender of a Certificate for cancellation to in the Exchange Agent or to such other agent or agents as may be appointed by Public Company, together with such letter of transmittal, duly executed, and such other documents as may reasonably be required by the Exchange Agent and Public Company, the holder of such Certificate Distribution shall be entitled to receive in exchange therefor respect of the shares of Spinco Common Stock distributed to such Person a certificate or book book-entry account authorization representing that the number of whole shares of Public Company Parent Common Stock which that such holder has the right to receive pursuant to the provisions of this Article II plus Section 3.01(b) (and cash in lieu of fractional shares pursuant to of Parent Common Stock, as contemplated by Section 2.2(c3.01(e)) (and any dividends or distributions then payable and other amounts pursuant to Section 2.2(d3.01(c)). The Exchange Agent shall not be entitled to vote or exercise any rights of ownership with respect to Parent Common Stock held by it from time to time hereunder, and the Certificate so surrendered shall immediately be cancelled. except as contemplated by Section 3.01(c). (ii) In the event of a transfer of ownership of Merger Partner TDCC Common Stock which is not registered in the transfer records of Merger PartnerSpinco, a certificate representing the proper number of whole shares of Public Company Common Stock plus cash in lieu of any fractional shares of Parent Common Stock such holder is entitled to receive pursuant to Section 2.2(c3.01(e) and any dividends or other distributions such holder is entitled to receive pursuant to Section 2.2(d3.01(c) may be issued or paid to a person other than transferee who should have received Shares if the person in whose name the Certificate so surrendered is registered, only if certificate or book-entry shares representing such Certificate is TDCC Common Stock are presented to the Exchange Agent, accompanied by all documents required to evidence and effect such transfer and by evidence that any applicable stock transfer taxes Taxes have been paid. Until surrendered Upon exchange as contemplated by this Section 2.23.01, each Certificate Share shall be deemed at any time all times after the Effective Time to represent only the right to receive shares of Public Company Common Stock pursuant to upon such surrender, without interest, the provisions of this Article II plus Merger Consideration, cash in lieu of any fractional shares of Parent Common Stock that the holder of such Share is entitled to receive pursuant to Section 2.2(c3.01(e) and any dividends or other distributions then payable such holder is entitled to receive pursuant to Section 2.2(d) as contemplated by this Section 2.23.01(c).

Exchange Procedures. As soon as reasonably practicable practical after the Effective Time, and in any event within 5 business days after the Effective Time, Delta shall cause the Exchange Agent shall to mail to each holder of record of a Certificate certificate or certificates which immediately prior to the Effective Time represented outstanding shares of Northwest Common Stock (the “Certificates”), which at the Effective Time were converted into the right to receive the Merger Consideration pursuant to Section 2.1 hereof, (i) a letter of transmittal in customary form specifying (which shall specify that delivery shall be effected, and that risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Agent, Agent and which shall be in form and substance reasonably satisfactory to Delta and Northwest) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for certificates representing whole shares of Public Company Delta Common Stock (plus in book-entry form, cash in lieu of any fractional shares, if any, of Public Company Common Stock shares pursuant to Section 2.1(e) and any dividends or other distributions as provided belowpayable pursuant to Section 2.2(c). Upon surrender of a Certificate Certificates for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by Public CompanyAgent, 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 and Public CompanyAgent, the holder of such Certificate Certificates shall be entitled to receive in exchange therefor a certificate or book entry account representing that number of whole shares of Public Company Delta Common Stock (after taking into account all Certificates surrendered by such holder) to which such holder has the right to receive is entitled pursuant to the provisions of this Article II plus Section 2.1 (which shall be in uncertificated book-entry form), payment by cash or check in lieu of fractional shares which such holder is entitled to receive pursuant to Section 2.2(c2.1(e) and any dividends or distributions then payable pursuant to Section 2.2(d2.2(c), and the Certificate Certificates so surrendered shall immediately forthwith be cancelledcanceled. In the event of a transfer of ownership of Merger Partner shares of Northwest Common Stock which is not registered in the transfer records of Merger PartnerNorthwest, a certificate representing the proper number of whole shares of Public Company Delta Common Stock plus cash in lieu of fractional shares pursuant to Section 2.2(c) and any dividends or distributions pursuant to Section 2.2(d) book-entry form may be issued or paid to a person Person (as defined in Section 8.3(p)) other than the person Person in whose name the Certificate so surrendered is registered, only if such Certificate is presented shall be properly endorsed or otherwise be in proper form for transfer and the Person requesting such issuance shall pay any transfer or other Taxes (as defined in Section 3.1(j)) required by reason of the issuance of shares of Delta Common Stock to a Person other than the registered holder of such Certificate or establish to the Exchange Agent, accompanied by all documents required to evidence and effect reasonable satisfaction of Delta that such transfer and by evidence that any applicable stock transfer taxes have Tax has been paidpaid or is not applicable. Until surrendered as contemplated by this Section 2.22.2(b), each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive shares of Public Company Common Stock pursuant the Merger Consideration (and any amounts to the provisions of this Article II plus cash in lieu of fractional shares be paid pursuant to Section 2.1(e) or Section 2.2(c)) and upon such surrender. No interest shall be paid or shall accrue on any dividends or distributions then amount payable pursuant to Section 2.2(d2.1(e) as contemplated by this or Section 2.22.2(c).

Exchange Procedures. As soon as reasonably practicable Within two Business Days after the Effective Time, NBT shall cause the Exchange Agent shall to mail or personally deliver to each holder of record (or his or her attorney-in-fact) of a Certificate certificate or certificates which immediately prior to the Effective Time represented outstanding Shares (the "Certificates"), whose Shares were converted into the right to receive shares of NBT Common Stock pursuant to Section 1.08 and cash in lieu of fractional shares of NBT Common Stock (if any), (i) a letter of transmittal in customary form specifying (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, Agent and shall be in such form and have such other provisions as NBT and BSB may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for certificates representing whole shares of Public Company NBT Common Stock (plus together with any dividends or distributions with respect thereto and any cash in lieu of fractional shares, if any, of Public Company Common Stock and any dividends or distributions as provided below). Upon surrender of a Certificate for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by Public CompanyAgent, together with such letter of transmittal, duly executed, and such other documents documentation as may reasonably be required by the Exchange Agent and Public Companypursuant to such instructions, the holder of such Certificate shall be entitled to receive in exchange therefor a certificate or book entry account representing that number of whole shares of Public Company NBT Common Stock Stock, which such holder has the right to receive in respect of the Shares formerly represented by such Certificate surrendered pursuant to the provisions of this Article II plus I (after taking into account all Shares then held by such holder) and cash in lieu of fractional shares of NBT Common Stock (if any) to which such holder is entitled pursuant to Section 2.2(c1.09(e) and any dividends or other distributions then payable to which such holder is entitled pursuant to Section 2.2(d2.02(c), and the Certificate so surrendered shall immediately forthwith be cancelled. In the event of a transfer of ownership of Merger Partner Common Stock Shares which is not registered in the transfer records of Merger PartnerBSB, a certificate representing the proper number of whole shares of Public Company NBT Common Stock plus cash in lieu of fractional shares pursuant to Section 2.2(c) and any dividends or distributions pursuant to Section 2.2(d) may be issued or paid to a person other than the person in whose name transferee if the Certificate so surrendered is registered, only if representing such Certificate Shares is presented to the Exchange Agent, accompanied by all documents required to evidence and effect such transfer and by evidence that any applicable stock transfer taxes have been paid. Until surrendered as contemplated by this Section 2.21.09, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the certificate representing shares of Public Company NBT Common Stock pursuant to the provisions of this Article II plus Stock, cash in lieu of any fractional shares of NBT Common Stock to which such holder is entitled pursuant to Section 2.2(c1.09(e) and any dividends or other distributions then payable to which such holder is entitled pursuant to Section 2.2(d) as contemplated by this Section 2.21.09(c).

Exchange Procedures. As soon as reasonably practicable after the Effective Time, the Exchange and Paying Agent shall mail to each holder of record of a Certificate certificate or certificates which immediately prior to the Effective Time represented outstanding NU Common Shares together with the associated NU Rights (the "Certificates") whose shares were converted into the right to receive the Merger Consideration pursuant to this Article II, (i) a letter of transmittal in customary form specifying (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 Paying Agent and shall be in such form and have such other provisions as CEI and NU may reasonably specify) and (ii) instructions for use in effecting the surrender of surrendering the Certificates in exchange for certificates representing shares of Public Company Common Stock (plus cash the Merger Consideration. Appropriate adjustments to the exchange procedures set forth in lieu of fractional shares, if any, of Public Company Common Stock and any dividends or distributions as provided belowthis Section 2.04(b) will be made to account for NU Shareholders who have previously submitted Certificates pursuant to Section 2.02(b). Upon surrender of a Certificate for cancellation cancelation to the Exchange Agent or to such other agent or agents as may be appointed by Public Companyand Paying Agent, together with such letter of transmittal, duly executed, and such other documents as may reasonably be required by the Exchange Agent and Public CompanyPaying Agent, the holder of such Certificate shall be entitled to receive and the Exchange and Paying Agent shall deliver, as the case may be, in exchange therefor (i) a certificate or book entry account representing that number of whole shares of Public Company Common Stock which (together with certain dividends or other distributions in accordance with Section 2.04(c), cash in lieu of fractional shares in accordance with Section 2.04(e) and any cash payable pursuant to Section 2.03) that such holder has the right to receive or (ii) the amount of cash that such holder is entitled to receive, in each case pursuant to the provisions of this Article II plus cash in lieu of fractional shares pursuant to Section 2.2(c) and any dividends or distributions then payable pursuant to Section 2.2(d)II, and the Certificate so surrendered shall immediately forthwith be cancelledcanceled. In the event of a transfer of ownership of Merger Partner NU Common Stock which Shares and the associated NU Rights that is not registered in the transfer records of Merger PartnerNU, a certificate representing the proper number of whole shares of Public Company Common Stock plus cash in lieu of fractional shares pursuant to Section 2.2(c) and any dividends or distributions pursuant to Section 2.2(d) may be issued or paid to a person other than the person in whose name the Certificate so surrendered is registered, only registered if such Certificate is presented shall be properly endorsed or otherwise be in proper form for transfer and the person requesting such issuance shall pay any transfer or other taxes required by reason of the issuance of shares of Company Common Stock to a person other than the registered holder of such Certificate or establish to the Exchange Agent, accompanied by all documents required to evidence and effect satisfaction of the Company that such transfer and by evidence that any applicable stock transfer taxes have tax has been paidpaid or is not applicable. Until surrendered as contemplated by this Section 2.22.04, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive shares upon such surrender the Merger Consideration, which the holder thereof has the right to receive in respect of Public Company Common Stock such Certificate pursuant to the provisions of this Article II plus II, certain dividends or other distributions in accordance with Section 2.04(c) and cash in lieu of any fractional shares of Company Common Stock in accordance with Section 2.04(e). No interest shall be paid or will accrue on the Merger Consideration or any cash payable to holders of Certificates pursuant to Section 2.2(c) and any dividends or distributions then payable pursuant to Section 2.2(d) as contemplated by the provisions of this Section 2.2Article II.

Exchange Procedures. As soon as reasonably practicable after the Effective Time, the Exchange Agent Surviving Corporation shall mail cause to be mailed to each holder of record of a Certificate certificate or certificates who immediately prior to the Effective Time represented outstanding shares of Company Capital Stock (the “Certificates”) outstanding shares of Company Capital Stock represented by book-entry (“Book-Entry Shares”) and whose shares were converted into shares of Parent Common Stock pursuant to Section 2.6, (i) a letter of transmittal in customary form specifying (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 AgentAgent or, in the case of Book-Entry Shares, upon adherence to the procedures set forth therein, which shall be in such form and have such other provisions as Parent may reasonably specify); and (ii) instructions for use in effecting the surrender of the Certificates or, in the case of Book-Entry Shares, the surrender of such shares, in exchange for certificates or Book-Entry Shares representing shares of Public Company Common Stock (plus cash in lieu of fractional shares, if any, of Public Company Parent Common Stock and the right to receive any dividends or distributions Aggregate Cash Consideration plus any cash for fractional shares as provided below)herein. Upon surrender of a Certificate or Book-Entry Shares for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by Public CompanyParent, together with such letter of transmittal, duly executed, completed and such other documents as may reasonably be required by validly executed in accordance with the Exchange Agent and Public Companyinstructions thereto, the holder of such Certificate or Book-Entry Shares shall be entitled to receive in exchange therefor a certificate or book entry account Book-Entry Shares representing that the number of whole shares of Public Company Parent Common Stock and any respective pro rata portion of the Aggregate Cash Consideration, if applicable, plus any respective Fractional Share Cash Amount pursuant to Section 2.6 to which such holder has the right to receive pursuant to the provisions of this Article II plus cash in lieu of fractional shares is entitled pursuant to Section 2.2(c) and any dividends or distributions then payable pursuant to Section 2.2(d)2.6, and the Certificate or Book-Entry Shares so surrendered shall immediately be cancelledcanceled. In Until surrendered, each outstanding Certificate and each outstanding Book-Entry Share that, prior to the event of a transfer of ownership of Merger Partner Common Stock which is not registered in the transfer records of Merger PartnerEffective Time, a certificate representing the proper number of whole represented shares of Public Company Common Capital Stock plus cash in lieu of fractional shares pursuant to Section 2.2(c) will be deemed from and any dividends or distributions pursuant to Section 2.2(d) may be issued or paid to a person after the Effective Time, for all corporate purposes, other than the person in whose name the Certificate so surrendered is registeredpayment of dividends, only if such Certificate is presented to the Exchange Agent, accompanied by all documents required to evidence the ownership of the amount of cash and effect the number of full shares of Parent Common Stock into which such transfer and by evidence that any applicable stock transfer taxes shares of Company Capital Stock shall have been paid. Until surrendered as contemplated by this Section 2.2, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive shares of Public Company Common Stock pursuant to the provisions of this Article II plus cash in lieu of fractional shares pursuant to Section 2.2(c) and any dividends or distributions then payable pursuant to Section 2.2(d) as contemplated by this Section 2.2so converted.

Exchange Procedures. As soon as reasonably practicable Promptly, but in any event within ten Business Days after the Effective Time, Purchaser shall cause the Exchange Agent shall to mail to each holder of record of a Company Certificate (i) a letter of transmittal in customary form specifying which shall specify that delivery shall be effected, and risk of loss and title to the Company Certificates shall pass, only upon delivery of the Company Certificates to the Exchange Agent, and which letter shall be in customary form and (ii) instructions for use in effecting the surrender of the such Company Certificates in exchange for certificates representing shares of Public Company Common Stock (plus cash in lieu of fractional shares, if any, of Public Company Common Stock and any dividends or distributions as provided below)the Merger Consideration. Upon surrender of a Company Certificate for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by Public Company, together with such letter of transmittal, duly executedexecuted and completed in accordance with the instructions thereto, and such other documents as may reasonably be required by the Exchange Agent and Public CompanyAgent, the holder of such Company Certificate shall be entitled to receive in exchange therefor a certificate or book entry account representing that (A) the number of whole shares of Public Company Purchaser Common Stock that such holder has the right to receive pursuant to Section 1.8 (which shall be in uncertificated book-entry form unless a physical certificate is requested) and (B) a check in the amount of the aggregate Cash Consideration that such holder has the right to receive pursuant to Section 1.8 and for the cash that such holder has the right to receive pursuant to the provisions of this Article II plus II, including cash in lieu of any fractional shares of Purchaser Common Stock pursuant to Section 2.2(c) 2.5 and dividends and other distributions pursuant to Section 2.3. No interest will be paid or will accrue on the Cash Consideration or on any dividends or distributions then cash payable pursuant to Section 2.2(d), and the Certificate so surrendered shall immediately be cancelled2.3 or Section 2.5. In the event of a transfer of ownership of Merger Partner Company Common Stock which is not registered in the transfer records of Merger PartnerCompany, a certificate representing the proper number of whole shares of Public Company Purchaser Common Stock plus (which shall be in uncertificated book-entry form unless a physical certificate is requested) and a check in the amount of the aggregate Cash Consideration that such holder has the right to receive pursuant to Section 1.8, the cash in lieu of any fractional shares of Purchaser Common Stock pursuant to Section 2.2(c) 2.5 and any dividends or other distributions to which such holder is entitled pursuant to Section 2.2(d) 2.3, may be issued or and paid with respect to such Company Common Stock to such a person other than transferee if the person in whose name the Company Certificate so surrendered is registered, only if representing such Certificate shares of Company Common Stock is presented to the Exchange Agent, Agent accompanied by all documents required to evidence and effect such transfer and by to evidence that any applicable stock transfer taxes have been paid. Until surrendered as contemplated by this Section 2.2, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive shares of Public Company Common Stock pursuant to the provisions of this Article II plus cash in lieu of fractional shares pursuant to Section 2.2(c) and any dividends or distributions then payable pursuant to Section 2.2(d) as contemplated by this Section 2.2.

Exchange Procedures. (i) As soon as reasonably practicable after the Effective Time, the Exchange Agent shall mail to each holder of record of a Certificate Shares whose Shares were converted into the Merger Consideration pursuant to Section 2.1, (ix) a letter of transmittal in customary form specifying (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates (or effective affidavits of loss in lieu thereof) or Book-Entry Shares to the Exchange AgentAgent and shall be in such form and have such other provisions as Parent and the Company may mutually agree), and (iiy) instructions for use in effecting the surrender of the Certificates (or effective affidavits of loss in lieu thereof) or Book-Entry Shares in exchange for certificates representing shares of Public Company Common Stock the Merger Consideration. (plus cash in lieu of fractional shares, if any, of Public Company Common Stock and any dividends or distributions as provided below). ii) Upon surrender of a Certificate for cancellation Certificates (or effective affidavits of loss in lieu thereof) or Book-Entry Shares to the Exchange Agent or to such other agent or agents as may be appointed by Public Company, together with such letter of transmittal, duly executedcompleted and validly executed in accordance with the instructions thereto, and such other documents as may reasonably customarily be required by the Exchange Agent and Public CompanyAgent, the holder of such Certificate Certificates or Book-Entry Shares shall be entitled to receive in exchange therefor for such properly surrendered Certificates (or effective affidavits of loss in lieu thereof) or such Book-Entry Shares (x) one or more shares of Parent Common Stock (which shall be in non-certificated book-entry form unless a physical certificate or book entry account representing that is requested) representing, in the aggregate, the whole number of whole shares of Public Company Parent Common Stock which Stock, if any, that such holder has the right to receive pursuant to Section 2.1 and (y) an amount in cash equal to the provisions cash portion of the Merger Consideration, if any, that such holder has the right to receive pursuant to Section 2.1 and this Article II plus II, including cash payable in lieu of fractional shares pursuant to Section 2.2(c) 2.3 and any dividends or and other distributions then payable pursuant to Section 2.2(d2.2(h), and the Certificate so surrendered shall immediately . No interest will be cancelledpaid or accrued on any amount payable upon due surrender of Certificates or Book-Entry Shares. In the event of a transfer of ownership of Merger Partner Common Stock which Shares that is not registered in the transfer records of the Company, the relevant Merger Partner, a certificate representing Consideration to be issued or paid upon due surrender of the proper number of whole shares of Public Company Common Stock plus cash in lieu of fractional shares pursuant to Section 2.2(c) and any dividends or distributions pursuant to Section 2.2(d) Certificate may be issued or paid to such a person other than the person in whose name transferee if the Certificate so surrendered is registered, only if formerly representing such Certificate Shares is presented to the Exchange Agent, accompanied by all documents required to evidence and effect such transfer and by to evidence that any applicable stock transfer taxes Taxes (as hereinafter defined) have been paid. Until surrendered as contemplated by this Section 2.2, each Certificate paid or are not applicable. (iii) The Exchange Agent shall be deemed at entitled to deduct and withhold from the consideration otherwise payable under this Agreement to any time after holder of Shares, such amounts as are required to be withheld or deducted under the Effective Time to represent only the right to receive shares Code or any provision of Public Company Common Stock pursuant U.S. state or local Tax Law with respect to the provisions making of such payment. To the extent that amounts are so withheld or deducted and paid over to the applicable Governmental Entity (as hereinafter defined), such withheld or deducted amounts shall be treated for all purposes of this Article II plus cash Agreement as having been paid to the holder of the Shares, in lieu respect of fractional shares pursuant to Section 2.2(c) which such deduction and any dividends or distributions then payable pursuant to Section 2.2(d) as contemplated by this Section 2.2withholding were made.

Exchange Procedures. As soon as reasonably practicable after the Effective TimeTime of the Merger, the Exchange Agent shall mail to each holder of record of a Certificate Certificates immediately prior to the Effective Time of the Merger whose shares were converted into shares of Parent Common Stock pursuant to Section 2.01, (i) a letter of transmittal in customary form specifying (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 which shall be in such form and have such other provisions as Parent may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for certificates representing shares of Public Company Parent Common Stock (plus cash in lieu of fractional shares, if any, of Public Company Common Stock and any dividends or distributions as provided below)Stock. Upon surrender of a Certificate for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by Public Company, together with such letter of transmittal, duly executed, and such other documents as may reasonably be required by the Exchange Agent and Public Company, the holder of such Certificate shall be entitled to receive in exchange therefor a certificate or book entry account representing that number of whole shares of Public Company Parent Common Stock which such holder has the right to receive in respect of the Certificate surrendered pursuant to the provisions of this Article II plus cash in lieu (after taking into account all shares of fractional shares pursuant to Section 2.2(cCompany Common Stock (including Company Common Stock issued upon conversion of Series A Preferred Stock) and any dividends or distributions then payable pursuant to Section 2.2(dheld by such holder), and the Certificate so surrendered shall immediately forthwith be cancelled. In the event of a transfer of ownership of Merger Partner shares of Company Common Stock or Series A Preferred Stock which is not registered in the transfer records of Merger Partnerthe Company, a certificate representing the proper number of whole shares of Public Company Parent Common Stock plus cash in lieu of fractional shares pursuant to Section 2.2(c) and any dividends or distributions pursuant to Section 2.2(d) may be issued or paid to a person other than transferee if the person in whose name the Certificate so surrendered is registered, only if such Certificate is presented to the Exchange Agent, accompanied by all documents required to evidence and effect such transfer and by evidence that any applicable stock transfer taxes have been paid. Until surrendered as contemplated by this Section 2.2, 2.02 each Certificate shall be deemed at any time after the Effective Time of the Merger to represent only the Parent Common Stock into which the shares of Company Common Stock (including Company Common Stock issued upon conversion of Series A Preferred Stock) represented by such Certificate have been converted as provided in this Article II and the right to receive shares of Public Company Common Stock pursuant to the provisions of this Article II plus upon such surrender cash in lieu of any fractional shares pursuant to Section 2.2(c) and any dividends or distributions then payable pursuant to Section 2.2(d) of Parent Common Stock as contemplated by this Section 2.22.02.

Exchange Procedures. As soon as reasonably practicable after the Effective Time, Teleglobe shall cause the Exchange Agent shall to mail to each holder of record of a Certificate (i) a letter of transmittal in customary form specifying which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon due delivery of the Certificates and other required documents to the Exchange Agent, and which letter shall be in customary form and have such other provisions as Teleglobe may reasonably specify and (ii) instructions for use in effecting the surrender of the such Certificates in exchange for certificates representing shares of Public Company Common Stock (plus cash in lieu of fractional shares, if any, of Public Company Common Stock and any dividends or distributions as provided below)the applicable Merger Consideration. Upon surrender of a Certificate for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by Public Company, together with such letter of transmittal, duly executedexecuted and completed in accordance with the instructions thereto, and such other documents as may reasonably be required by the Exchange Agent and Public CompanyAgent, the holder of such Certificate shall be entitled to receive in exchange therefor (A) a certificate representing one or book entry account representing that more Teleglobe Common Shares representing, in the aggregate, the whole number of whole shares that such holder has the right to receive pursuant to Section 1.8(a) (after taking into account all shares of Public Company Excel Common Stock which then held by such holder) and (B) a check in the amount (after giving effect to any required tax withholdings) equal to the cash that such holder has the right to receive pursuant to the provisions of this Article II plus II, including cash in lieu of any fractional shares Teleglobe Common Shares pursuant to Section 2.2(c) 2.5 and any unpaid dividends or and other distributions then payable to which such holder is entitled pursuant to Section 2.2(d)2.3, and the Certificate so surrendered shall immediately forthwith be cancelledcanceled. No interest will be paid or will accrue on any cash payable pursuant to Section 2.3 or Section 2.5. In the event of a transfer of ownership of Merger Partner Excel Common Stock which is not registered in the transfer records of Merger PartnerExcel, a certificate representing one or more certificates evidencing, in the aggregate, the proper number of whole shares Teleglobe Common Shares and a check in the proper amount of Public Company Common Stock plus cash in lieu of any fractional shares Teleglobe Common Shares pursuant to Section 2.2(c) 2.5 and any dividends or other distributions to which such holder is entitled pursuant to Section 2.2(d) 2.3 may be issued or paid with respect to such Excel Common Stock to such a person other than the person in whose name transferee if the Certificate so surrendered is registered, only if representing such Certificate shares of Excel Common Stock is presented to the Exchange Agent, accompanied by all documents required to evidence and effect such transfer and the ownership of such shares of Excel Common Stock by such transferee and to evidence that any applicable stock transfer taxes have been paid. Until surrendered as contemplated by this Section 2.2, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive shares of Public Company Common Stock pursuant to the provisions of this Article II plus cash in lieu of fractional shares pursuant to Section 2.2(c) and any dividends or distributions then payable pursuant to Section 2.2(d) as contemplated by this Section 2.2.

Exchange Procedures. As soon as reasonably practicable after the Effective TimeTime but in any event not later than five business days thereafter, the Exchange Agent shall mail to each holder of record of a Certificate certificate or certificates which immediately prior to the Effective Time represented outstanding shares of Company Common Stock (the "Certificates") whose shares were converted into the right to receive the Merger Consideration pursuant to Section 2.2, (i) a letter of transmittal in customary form specifying (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, Agent and shall be in such form and have such other provisions as Parent may reasonably specify) and (ii) instructions for use in effecting the surrender of surrendering the Certificates in exchange for certificates representing shares the Merger Consideration. Parent will use its reasonable efforts to cause provision to be made for holders of Public Company Common Stock (plus Certificates to procure in person immediately after the Effective Time a letter of transmittal and instructions and to deliver in person immediately after the Effective Time such letter of transmittal and Certificates in exchange for the Merger Consideration and, if applicable, cash in lieu of fractional shares, if any, of Public Company Common Stock shares as contemplated by Section 2.3(e) and any dividends or other distributions as provided belowto which such holder is entitled pursuant to Section 2.3(c). Upon surrender of a Certificate for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by Public CompanyAgent, together with such letter of transmittal, duly executed, and such other documents as may reasonably be required by the Exchange Agent and Public CompanyAgent, the holder of such Certificate shall be entitled to receive in exchange therefor a certificate or book entry account representing that number of whole shares of Public Company Parent Common Stock which such holder has the right to receive pursuant to the provisions of this Article II plus 2, certain dividends or other distributions in accordance with Section 2.3(c) and cash in lieu of any fractional shares pursuant to share of Parent Common Stock in accordance with Section 2.2(c) and any dividends or distributions then payable pursuant to Section 2.2(d2.3(e), and the Certificate so surrendered shall immediately forthwith be cancelledcanceled. In the event of a transfer of ownership of Merger Partner Company Common Stock which is not registered in the transfer records of Merger Partnerthe Company, a certificate representing the proper number of whole shares of Public Company Parent Common Stock plus cash in lieu of fractional shares pursuant to Section 2.2(c) and any dividends or distributions pursuant to Section 2.2(d) may be issued or paid to a person Person other than the person Person in whose name the Certificate so surrendered is registered, only registered if such Certificate is presented shall be properly endorsed or otherwise be in proper form for transfer and the Person requesting such issuance shall pay any transfer or other taxes required by reason of the issuance of shares of Parent Common Stock to a Person other than the registered holder of such Certificate or establish to the Exchange Agent, accompanied by all documents required to evidence and effect satisfaction of Parent that such transfer and by evidence that any applicable stock transfer taxes have tax has been paidpaid or is not applicable. Until surrendered as contemplated by this Section 2.2, each Each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon surrender in accordance with this Section 2.3 the Merger Consideration into which the shares of Public Company Common Stock shall have been converted pursuant to Section 2.2, cash in lieu of any fractional shares of Parent Common Stock as contemplated by Section 2.3(e) and any dividends or other distributions to which such holder is entitled pursuant to Section 2.3(c). No interest shall be paid or will accrue on any cash payable to holders of Certificates pursuant to the provisions of this Article II plus cash in lieu of fractional shares pursuant to Section 2.2(c) and any dividends or distributions then payable pursuant to Section 2.2(d) as contemplated by this Section 2.22.

Exchange Procedures. As soon as reasonably practicable (i) Promptly after the Effective Time (but no later than five Business Days after the Effective Time), Black Hills will cause the Exchange Agent shall mail to send to each holder of record of a Certificate certificate representing outstanding shares of NorthWestern Common Stock immediately prior to the Effective Time (ieach, a “Certificate”) (A) a letter of transmittal in customary form specifying transmittal, which shall specify that delivery shall be effected, and that risk of loss and title to the Certificates shall held by such holder will pass, only upon delivery of the such Certificates to the Exchange Agent, Agent and which shall be in form and substance reasonably satisfactory to NorthWestern and Black Hills and (iiB) instructions for use in effecting the surrender of the such Certificates in exchange for certificates representing the Merger Consideration with respect to such shares. (ii) Upon surrender to, and acceptance in accordance with Section 2.02(b)(iii) by, the Exchange Agent of a Certificate, the holder thereof will receive (A) the Merger Consideration payable in respect of the number of shares of Public Company NorthWestern Common Stock formerly represented by such Certificate surrendered under this Agreement (plus cash which shall be in lieu of fractional sharesbook-entry form, if any, of Public Company Common Stock unless the holder thereof is otherwise entitled to and requests a certificate) and (B) any dividends or other distributions payable pursuant to Section 2.02(j). (iii) The Exchange Agent will accept Certificates upon compliance with such reasonable terms and conditions as provided below). Upon surrender the Exchange Agent may impose to effect an orderly exchange of the Certificates in accordance with customary industry practices. (iv) No holder of record of a book-entry share (a “Book-Entry Share”) that immediately prior to the Effective Time represented outstanding shares of NorthWestern Common Stock shall be required to deliver a Certificate for cancellation or letter of transmittal or surrender such Book-Entry Shares to the Exchange Agent or to such other agent or agents as may be appointed by Public Company, together with such letter of transmittal, duly executedAgent, and such other documents as may reasonably be required by the Exchange Agent and Public Companyin lieu thereof, the each holder of such Certificate a Book-Entry Share shall automatically upon the Effective Time be entitled to receive (A) the Merger Consideration payable in exchange therefor a certificate or book entry account representing that number respect of whole shares of Public Company Common Stock which such holder has the right to receive pursuant to the provisions of this Article II plus cash in lieu of fractional shares Book-Entry Shares pursuant to Section 2.2(c2.01(b)(i) and Section 2.02(i) and (B) any dividends or other distributions then payable pursuant to Section 2.2(d2.02(j). (v) From and after the Effective Time, no further transfers may be made on the records of NorthWestern or its transfer agent of Certificates or Book-Entry Shares, and if any Certificate or Book-Entry Share is presented to NorthWestern for transfer, such Certificate of Book-Entry Share shall be canceled against delivery of (A) the Certificate so surrendered shall immediately be cancelled. In Merger Consideration payable in respect of the event shares of a transfer of ownership of Merger Partner NorthWestern Common Stock which is not registered in the transfer records of Merger Partner, a certificate representing the proper number of whole shares of Public Company Common Stock plus cash in lieu of fractional shares represented by such Certificate or Book-Entry Share and (B) any dividends or other distributions payable pursuant to Section 2.2(c2.02(j). (vi) and If any dividends Merger Consideration is to be remitted to a name other than that in which a Certificate or distributions pursuant to Section 2.2(d) Book-Entry Share is registered, no Merger Consideration may be issued paid in exchange for such surrendered Certificate or paid to a person other than the person in whose name Book-Entry Share unless: (1) either (A) the Certificate so surrendered is registeredproperly endorsed, only if with signature guaranteed, or otherwise in proper form for transfer or (B) the Book-Entry Share is properly transferred; and (2) the Person requesting such payment (A) pays any transfer or other Taxes required by reason of the payment to a Person other than the registered holder of the Certificate is presented or Book-Entry Share or (B) establishes to the satisfaction of the Exchange Agent, accompanied by all documents required to evidence and effect Agent that such transfer and by evidence that any applicable stock transfer taxes have Tax has been paid. Until surrendered as contemplated by this Section 2.2, each Certificate shall be deemed at paid or is not payable. (vii) At any time after the Effective Time until surrendered, in the case of a Certificate, or exchanged for, in the case of a Book-Entry Share, in each case, as contemplated by this Section 2.02, each Certificate or Book-Entry Share shall be deemed to represent only the right to receive shares of Public Company Common Stock pursuant to (A) the provisions of this Article II plus cash in lieu of fractional shares pursuant to Merger Consideration represented by such Certificate or Book-Entry Share as contemplated by Section 2.2(c2.01(b)(i) and Section 2.02(i) and (B) any dividends or other distributions then payable pursuant to Section 2.2(d) as contemplated by this Section 2.22.02(j). No interest will be paid or accrued for the benefit of holders of Certificates or Book-Entry Shares on the Merger Consideration.

Exchange Procedures. (a) As soon as reasonably practicable after the Effective Time, the Surviving Corporation shall cause the Exchange Agent shall to mail to each holder of record of a Certificate (i) a letter Letter of transmittal in customary form specifying Transmittal which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Exchange Agent, and which letter shall be in customary form and have such other provisions as Parent may reasonably specify and (ii) instructions for use in effecting the surrender of the such Certificates (or effective affidavits of loss in lieu thereof) in exchange for certificates representing shares of Public Company Common Stock (plus cash in lieu of fractional shares, if any, of Public Company Common Stock and any dividends or distributions as provided below)the Merger Consideration. Upon surrender of a Certificate for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by Public Company, together with such letter Letter of transmittalTransmittal, duly executedexecuted and completed in accordance with the instructions thereto, and such other documents as may reasonably be required by the Exchange Agent and Public CompanyAgent, the holder of such Certificate shall be entitled to receive in exchange therefor (A) one or more shares of Parent Common Stock (which shall be in uncertificated book-entry form unless a physical certificate or book entry account representing that is requested) representing, in the aggregate, the whole number of whole shares of Public Company Common Stock which that such holder has the right to receive pursuant to Section 1.8 (after taking into account all shares of Company Common Stock then held by such holder) and (B) one or more shares of Parent Common Stock (which shall be in uncertificated book-entry form unless a physical certificate is requested) representing, in the provisions aggregate, the whole number of this Article II plus cash shares that such holder has the right to receive in lieu of any fractional shares of Parent Common Stock pursuant to Section 2.2(c2.4. Notwithstanding anything contained in this Agreement to the contrary, no holders of Book-Entry Shares shall be required to deliver a Certificate or an executed Letter of Transmittal to the Exchange Agent to receive the Merger Consideration that such holder is entitled to receive pursuant to this Agreement. (b) and No interest will be paid or will accrue on any dividends or distributions then cash payable pursuant to Section 2.2(d), and the Certificate so surrendered shall immediately be cancelled. . (c) In the event of a transfer of ownership of Merger Partner a Certificate representing Company Common Stock which that is not registered in the stock transfer records of the Company, the Merger Partner, a certificate representing the proper number of whole shares of Public Company Common Stock plus cash in lieu of fractional shares pursuant to Section 2.2(c) and any dividends or distributions pursuant to Section 2.2(d) may Consideration shall be issued or paid in exchange therefor to a person Person other than the person Person in whose name the Certificate so surrendered is registered, only registered if the Certificate formerly representing such Certificate is presented to the Exchange Agent, accompanied by all documents required to evidence and effect such transfer and by evidence that any applicable stock transfer taxes have been paid. Until surrendered as contemplated by this Section 2.2, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive shares of Public Company Common Stock pursuant is properly endorsed or otherwise in proper form for transfer and the Person requesting such payment or issuance pays any transfer or other similar Taxes required by reason of the payment or issuance to a Person other than the registered holder of the Certificate or establish to the provisions satisfaction of this Article II plus cash in lieu of fractional shares pursuant to Section 2.2(c) and any dividends Parent that the Tax has been paid or distributions then payable pursuant to Section 2.2(d) as contemplated by this Section 2.2is not applicable.

Exchange Procedures. As soon as reasonably practicable after the Second Effective Time, Leucadia shall cause the Exchange Agent shall to mail to each holder of record of a Certificate Certificates and Book-Entry Shares whose Common Shares or Preferred Shares were converted, by virtue of the First Merger, the LLC Conversion and the Second Merger, at the Second Effective Time into the right to receive the Common Merger Consideration or Preferred Merger Consideration, any dividends or other distributions payable pursuant to Section 2.3(c) and cash in lieu of any fractional shares payable pursuant to Section 2.2(f) (i) a form of letter of transmittal in customary form specifying (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates and Book-Entry Shares shall pass, only upon proper delivery of the Certificates or transfer of the Book-Entry Shares to the Exchange AgentAgent and which shall be in customary form and contain customary provisions, including an “agent’s message” with respect to Book-Entry Shares) and (ii) instructions for use in effecting the surrender of the Certificates and Book-Entry Shares in exchange for certificates representing shares of Public Company the Common Stock (plus Merger Consideration or Preferred Merger Consideration, any dividends or other distributions payable pursuant to Section 2.3(c) and cash in lieu of any fractional shares, if any, of Public Company Common Stock and any dividends or distributions as provided belowshares payable pursuant to Section 2.2(g). Upon Each holder of record of Certificates and Book-Entry Shares shall, upon surrender of a Certificate for cancellation to the Exchange Agent of such Certificates or Book-Entry Shares (whether in the form of Certificates or by “agent’s message” with respect to such other agent or agents as may be appointed by Public CompanyBook-Entry Shares), together with such letter of transmittal, duly executed, and such other documents as may reasonably be required by the Exchange Agent and Public CompanyAgent, the holder of such Certificate shall be entitled to receive in exchange therefor a certificate (A) certificates or book book-entry account shares representing that number of whole shares of Public Company Leucadia Common Stock (after taking into account all New Jefferies Common Shares surrendered by such holder) to which such holder has the right to receive is entitled pursuant to the provisions Section 2.2(a), (B) a certificate or certificates representing that number of this Article II plus shares of Leucadia Mirror Preferred Stock to which such holder is entitled pursuant to Section 2.2(b), (C) any dividends or distributions payable pursuant to Section 2.3(c) and (D) cash in lieu of any fractional shares pursuant to Section 2.2(c) and any dividends or distributions then payable pursuant to Section 2.2(d2.2(g), as the case may be, and the Certificate Certificates and Book-Entry Shares so surrendered shall immediately forthwith be cancelledcanceled. In the event of a transfer of ownership of Merger Partner Common Stock which Shares, New Jefferies Common Shares, Preferred Shares or New Jefferies Preferred Shares that is not registered in the transfer records of Jefferies or New Jefferies, as applicable, payment of the Common Merger Partner, a certificate representing the proper number of whole shares of Public Company Common Stock plus cash Consideration or Preferred Merger Consideration in lieu of fractional shares pursuant to accordance with this Section 2.2(c) and any dividends or distributions pursuant to Section 2.2(d2.3(b) may be issued or paid made to a person Person other than the person Person in whose name the Certificate Certificates or Book-Entry Shares so surrendered is registered, only are registered if properly endorsed or otherwise in proper form for transfer and the Person requesting such Certificate is presented payment shall pay any transfer or other Taxes required by reason of the transfer or establish to the Exchange Agent, accompanied by all documents required to evidence and effect reasonable satisfaction of Leucadia that such transfer and by evidence that any applicable stock transfer taxes Taxes have been paidpaid or are not applicable. Until surrendered as contemplated by this Section 2.22.3(b), each Certificate and Book-Entry Share shall be deemed at any time after the Second Effective Time to represent only the right to receive upon such surrender the Common Merger Consideration or Preferred Merger Consideration, any dividends or other distributions payable pursuant to Section 2.3(c) and cash in lieu of any fractional shares payable pursuant to Section 2.2(g), as the case may be. No interest shall be paid or will accrue on any payment to holders of Public Company Common Stock Certificates or Book-Entry Shares pursuant to the provisions of this Article II plus cash in lieu of fractional shares pursuant to Section 2.2(c) and any dividends or distributions then payable pursuant to Section 2.2(d) as contemplated by this Section 2.2II.

Exchange Procedures. As soon as reasonably practicable From and after the Effective Time, the Exchange Agent shall mail to each holder of record of a certificate or certificates (“Certificates”) which represented shares of Seller Common Stock outstanding immediately prior to the Effective Time, in order to receive the Merger Consideration deliverable in respect of such shares of Seller Common Stock, shall surrender each Certificate to the Exchange Agent along with (i) a letter of transmittal in customary form specifying (which shall specify that delivery of the Merger Consideration shall be effected, and that risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Agent, Agent and which shall be in form and substance reasonably acceptable to Buyer and Seller) and (ii) other appropriate materials and instructions for use in effecting the surrender of the Certificates in exchange for certificates representing shares of Public Company Common Stock (plus the aggregate Merger Consideration that such holder has a right to receive pursuant to Section 2.1(a), cash in an amount sufficient to make the payments in lieu of fractional shares, if any, of Public Company Common Stock shares pursuant to Section 2.1(d) and any dividends or other distributions as provided belowto which former holders of shares of Seller Common Stock may be entitled pursuant to Section 2.4(c). Upon surrender of a Certificate Certificates for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by Public CompanyAgent, 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 and Public Company(the “Surrender Date”), the holder of such Certificate Certificates shall be entitled to receive in exchange therefor a certificate or book entry account representing that therefor, as soon as reasonably practicable after the Surrender Date, (i) the number of whole shares of Public Company Buyer Common Stock (after taking into account all Certificates surrendered by such holder) to which such holder has the right to receive is entitled pursuant to the provisions Section 2.1 (which shall be in uncertificated book entry form unless a physical certificate is issued by Buyer), (ii) payment of this Article II plus cash in lieu of fractional shares which such holder is entitled to receive pursuant to Section 2.2(c2.1(d) and (iii) any dividends or distributions then payable pursuant to Section 2.2(d2.4(c), and the Certificate Certificates so surrendered shall immediately forthwith be cancelled. In the event of a transfer of ownership of Merger Partner shares of Seller Common Stock which is not registered in the transfer records of Merger PartnerSeller, a certificate representing the proper number of whole shares of Public Company Buyer Common Stock plus cash in lieu of fractional shares pursuant to Section 2.2(c) and any dividends or distributions pursuant to Section 2.2(d) may be issued or paid to a person Person other than the person Person in whose name the Certificate so surrendered is registered, only if such Certificate is presented shall be properly endorsed or otherwise be in proper form for transfer and the Person requesting such issuance shall pay any transfer or other Taxes required by reason of the issuance of shares of Buyer Common Stock to a Person other than the registered holder of such Certificate or establish to the Exchange Agent, accompanied by all documents required to evidence and effect reasonable satisfaction of Buyer that such transfer and by evidence that any applicable stock transfer taxes have Tax has been paidpaid or is not applicable. Until surrendered as contemplated by this Section 2.22.4(b), each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive shares of Public Company Common Stock pursuant the Merger Consideration (and any amounts to the provisions of this Article II plus cash in lieu of fractional shares be paid pursuant to Section 2.2(c2.1(d) and or Section 2.4(c)) upon such surrender. No interest shall be paid or shall accrue on any dividends or distributions then amount payable pursuant to Section 2.2(d) as contemplated by this Article II. Buyer and Seller agree to use commercially reasonable efforts to work with the Exchange Agent prior to the Closing Date to create a process acceptable to each of Buyer, Seller and the Exchange Agent to allow each holder of Seller Common Stock who complies with the terms and conditions of this Section 2.22.4(b) (including the delivery of Certificates with a duly executed letter of transmittal to the Exchange Agent) to receive the Merger Consideration owing to such holder as promptly as is reasonably practicable after the Effective Time.

Exchange Procedures. (a) As soon promptly as reasonably practicable after following the Effective TimeTime (but in no event later than seven (7) Business Days thereafter), Purchaser shall cause the Exchange Agent shall to mail to each holder of record of a Certificate certificate or certificates (or book entry record in lieu of any such certificate) that represents any class or series of Clearday capital stock (each, including any such book entry record, a “Clearday Share Certificate”), and that immediately prior to the Effective Time evidenced outstanding capital stock of Clearday of any such class or series whose shares were converted into the right to receive the Merger Consideration pursuant to Section 1.4: (i) a letter of transmittal in customary form specifying (a “Letter of Transmittal”) which shall specify that delivery shall be effected, affected and risk of loss and title to the Clearday Share Certificates shall pass, pass only upon delivery of the Clearday Share Certificates (or documents to effect a book entry transfer) to the Exchange Agent, Agent and shall be in such form and have such other provisions as the Surviving Company may reasonably specify; and (ii) instructions for use in effecting the surrender of the Clearday Share Certificates (or documents to effect a book entry transfer) in exchange for certificates representing shares the Merger Consideration together with any amounts payable in respect of Public Company Common Stock (plus cash in lieu of fractional shares, if any, of Public Company Common Stock and any dividends or distributions as provided below). on shares of Parent Common Stock. (b) Upon surrender of a Clearday Share Certificate for cancellation to the Exchange Agent (or documents to such other agent or agents as may be appointed by Public Companyeffect a book entry transfer), together with such letter a Letter of transmittalTransmittal, duly executed, and such any other documents as may reasonably be required by the Exchange Agent and Public or the Surviving Company, (i) the holder of such Clearday Share Certificate shall be entitled to receive in exchange therefor a certificate or (or, if applicable, a book entry account position) representing that number of whole shares of Public Company Parent Common Stock which that such holder has the right is entitled to receive pursuant to this Agreement, after giving effect to the provisions treatment of this Article II plus fractional shares provided in Section 2.9; the cash amount, if any, payable to the holder in lieu of fractional shares pursuant to Section 2.2(c) and 2.9; and, if applicable, any amounts that such holder has the right to receive in respect of dividends or distributions then payable pursuant to Section 2.2(d), and on shares of Parent Common Stock; and (ii) the Clearday Share Certificate so surrendered shall immediately forthwith be cancelled. In the event of a transfer of ownership of Merger Partner Common Stock which is not registered in the transfer records of Merger Partner, a certificate representing the proper number of whole shares of Public Company Common Stock plus cash in lieu of fractional shares pursuant to Section 2.2(c) and any dividends or distributions pursuant to Section 2.2(d) may be issued or paid to a person other than the person in whose name the Certificate so surrendered is registered, only if such Certificate is presented to the Exchange Agent, accompanied by all documents required to evidence and effect such transfer and by evidence that any applicable stock transfer taxes have been paidcanceled. Until surrendered as contemplated by this Section 2.2, each such Clearday Share Certificate shall be deemed at any time after the Effective Time to represent only the right to receive shares of Public Company Common Stock pursuant upon such surrender the Merger Consideration and the cash amount, if any, payable to the provisions of this Article II plus cash holder thereof in lieu of fractional shares pursuant to Section 2.2(c2.9. (c) In the event of a transfer of ownership of Clearday Common Shares that is not registered in the transfer records of Clearday, the Merger Consideration shall be paid to a transferee if: (i) the Clearday Share Certificate (or, if applicable, a book entry position) evidencing such shares of Clearday capital stock is presented to the Exchange Agent properly endorsed or accompanied by appropriate stock powers and otherwise in proper form for transfer and accompanied by all documents reasonably required by the Exchange Agent to evidence and effect such transfer; and (ii) such transferee shall pay any transfer or other Taxes required by reason of the payment to a Person other than the registered holder of the Clearday Share Certificate or establish to the satisfaction of the Exchange Agent and the Surviving Company that such Tax has been paid or is not applicable. (d) No dividends or other distributions then with respect to Parent capital stock with a record date after the Effective Time shall be paid to the holder of any unsurrendered Clearday Share Certificate (or, if applicable, a book entry position) with respect to the shares of Parent capital stock issuable hereunder and all such dividends and other distributions shall be paid by Parent to the Exchange Agent and shall be included in the Exchange Fund, in each case until the surrender of such Clearday Share Certificate (or, if applicable, a book entry position) in accordance with this Agreement. Following surrender of any such Clearday Share Certificate (or, if applicable, a book entry position) there shall be paid to the holder of the certificate in addition to the other amounts payable hereunder (x) promptly after 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 Parent capital stock to which such holder is entitled pursuant to Section 2.2(dthis Agreement and (y) as contemplated by this Section 2.2at the appropriate payment date, the amount of dividends or other distributions with a record date after the Effective Time but prior to such surrender and with a payment date subsequent to such surrender payable with respect to such whole shares of Parent Common Stock.

Exchange Procedures. As soon as reasonably practicable Promptly after the Effective Time, the Surviving Corporation shall cause the Exchange Agent shall to mail to each holder of record of a Certificate (i) a letter of transmittal in customary form specifying that delivery shall be effected, and that risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates (or affidavits of loss in lieu of Certificates) to the Exchange Agent, in a form and with other customary provisions specified by the Parent, (ii) instructions for use in effecting the surrender of surrendering the Certificates in exchange for (A) certificates representing shares of Public Company Parent Common Stock Stock, (plus B) cash in lieu of fractional shares, if any, of Public Company Common Stock and (C) any unpaid dividends or and other distributions as provided below)and (iii) the stock transfer powers required by the Escrow Agent pursuant to Section 2.3. Upon surrender of a Certificate for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by Public Company, together with such letter of transmittal, duly executed, and such other documents as may reasonably be required by the Exchange Agent and Public Company, the holder of such that Certificate shall be entitled to receive in exchange therefor (1) a certificate or book entry account representing that number of whole shares of Public Company Parent Common Stock which that the holder is entitled to receive under this Article II (after giving effect to the provisions of Section 2.3), (2) a check in the amount (after giving effect to any required tax withholding) of (x) any cash in lieu of fractional shares plus (y) any unpaid dividends (other than stock dividends) and any other dividends or other distributions that such holder has the right to receive pursuant to under the provisions of this Article II plus cash in lieu of fractional shares pursuant to Section 2.2(c) and any dividends or distributions then payable pursuant to Section 2.2(d), and the II. Any Certificate so surrendered shall immediately be cancelledcanceled. No interest will be paid or accrued on any amount payable upon due surrender of the Certificates. In the event of a transfer of ownership of Merger Partner shares of Company Common Stock which or Company Preferred Stock that is not registered in the transfer records of Merger Partnerthe Company, a certificate representing the proper number of whole shares of Public Company Parent Common Stock plus Stock, together with a check for any cash in lieu to be paid upon the surrender of fractional shares pursuant to Section 2.2(c) the Certificate and any other dividends or distributions pursuant to Section 2.2(d) in respect of those shares, may be issued or paid to such a person other than the person in whose name transferee if the Certificate so surrendered is registered, only if formerly representing such Certificate shares of Company Common Stock or Company Preferred Stock is presented to the Exchange Agent, Agent and accompanied by all documents required to evidence and effect such the transfer and by to evidence that any applicable stock transfer taxes have been paid. Until If any certificate for shares of Parent Common Stock is to be issued in a name other than that in which the surrendered as contemplated by this Section 2.2Certificate is registered, each Certificate it shall be deemed at a condition of such exchange that the person requesting such exchange pay any time after transfer or other taxes required by reason of the Effective Time to represent only the right to receive issuance of certificates for shares of Public Company Parent Common Stock pursuant in a name other than that of the registered holder or shall establish to the provisions satisfaction of this Article II plus cash in lieu of fractional shares pursuant to Section 2.2(c) and any dividends the Parent or distributions then payable pursuant to Section 2.2(d) as contemplated by this Section 2.2the Exchange Agent that such tax has been paid or is not applicable.

Exchange Procedures. (i) As soon as reasonably practicable after the Effective TimeTime (but in no event later than five (5) Business Days thereafter), Cousins shall cause the Exchange Agent shall to mail (and to make available for collection by hand): (A) to each holder of record of a Certificate one or more Parkway Certificates or Parkway Limited Voting Certificates as of immediately prior to the Effective Time, (i1) a letter of transmittal in customary form specifying (a “Letter of Transmittal”), which shall specify that delivery shall be effected, and risk of loss and title to the Parkway Certificates or Parkway Limited Voting Certificates, as the case may be, shall pass, pass only upon proper delivery of the Parkway Certificates or Parkway Limited Voting Certificates, as the case may be Table of Contents (or affidavits of loss in lieu thereof), to the Exchange Agent, and which Letter of Transmittal shall be in such form and have such other provisions as Cousins may reasonably specify, and (ii2) instructions for use in effecting the surrender of the Parkway Certificates or Parkway Limited Voting Certificates, as the case may be, in exchange for certificates or, at Cousins’s option, evidence of shares in book-entry form representing the shares of Public Company Cousins Common Stock (plus or Cousins Limited Voting Preferred Stock, as the case may be, issuable pursuant to Section 2.1, together with, in the case of Cousins Common Stock, any amounts that such holder has the right to receive in respect of dividends or other distributions on shares of Cousins Common Stock pursuant to and in accordance with Section 2.2(c) and any cash such holder is entitled to receive in lieu of fractional shares, if any, shares of Public Company Cousins Common Stock pursuant to and in accordance with Section 2.2(e); and (B) to each holder of one or more Scheduled Parkway RSU Awards, a certificate or, at Cousins’s option, evidence of shares in book-entry form representing the shares of Cousins Common Stock issuable pursuant to Section 2.3(c), together with any dividends or distributions as provided belowcash such holder is entitled to receive in lieu of fractional shares of Cousins Common Stock pursuant to and in accordance with Section 2.2(e). . (ii) Upon surrender of a Parkway Certificate or Parkway Limited Voting Certificate (or affidavit of loss in lieu thereof) for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by Public CompanyAgent, together with such letter a Letter of transmittal, 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 and Public CompanyAgent, the holder of such Parkway Certificate or Parkway Limited Voting Certificate shall be entitled to receive in exchange therefor a certificate or book entry account representing that number of whole the shares of Public Company Cousins Common Stock which or Cousins Limited Voting Preferred Stock, as applicable, formerly represented by such Parkway Certificate or Parkway Limited Voting Certificate pursuant to the provisions of this Article II, plus any amounts that such holder has the right to receive in respect of dividends or other distributions on shares of Cousins Common Stock pursuant to and in accordance with Section 2.2(c) and any cash such holder is entitled to receive in lieu of fractional shares of Cousins Common Stock that such holder has the right to receive pursuant to and in accordance with Section 2.2(e), to be mailed, made available for collection by hand or delivered by wire transfer, within five (5) Business Days following the provisions later to occur of (A) the Effective Time or (B) the Exchange Agent’s receipt of such Parkway Certificate or Parkway Limited Voting Certificate (or affidavit of loss in lieu thereof), and the Parkway Certificate or Parkway Limited Voting Certificate (or affidavit of loss in lieu thereof) so surrendered shall be forthwith cancelled. The Exchange Agent shall accept such Parkway Certificates and Parkway Limited Voting Certificates (or affidavits of loss in lieu thereof) 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. Until surrendered as contemplated by this Section 2.2(b), each Certificate shall be deemed, at any time after the Effective Time, to represent only the right to receive, upon such surrender, the consideration as expressly set forth in this Article II plus II. (iii) As promptly as practicable following the Effective Time (but in no event later than five (5) Business Days thereafter), Cousins shall cause the Exchange Agent: (A) to issue to each holder of Parkway Book-Entry Shares and/or Parkway Limited Voting Book-Entry Shares as of immediately prior to the Effective Time that number of uncertificated whole shares of Cousins Common Stock or Cousins Limited Voting Preferred Stock, as applicable, that such holder is entitled to receive in respect of such Parkway Book-Entry Shares or Parkway Limited Voting Book-Entry Shares pursuant to this Article II, in each case, automatically without any action on the part of such holder or delivery of any certificate, Letter of Transmittal or other evidence to the Exchange Agent, and such Parkway Book-Entry Shares and/or Parkway Limited Voting Book-Entry Shares shall then be cancelled; and (B) subject to Section 2.5(f), to issue and deliver to each holder of Parkway Book-Entry Shares a check or wire transfer any amounts that such holder has the right to receive in respect of dividends or other distributions on shares of Cousins Common Stock pursuant to and in accordance with Section 2.2(c) and any cash such holder is entitled to receive in lieu of fractional shares of Cousins Common Stock that such holder has the right to receive pursuant to and in accordance with Section 2.2(c2.2(e). Table of Contents (iv) and any dividends or distributions then payable pursuant to Section 2.2(d), and the Certificate so surrendered shall immediately be cancelled. In the event of a transfer of ownership of Merger Partner shares of Parkway Common Stock which or Parkway Limited Voting Stock that is not registered in the transfer records of Merger PartnerParkway, it shall be a certificate representing condition of payment that any Parkway Certificate and/or Parkway Limited Voting Stock Certificate surrendered in accordance with the procedures set forth in this Section 2.2 shall be properly endorsed or shall be otherwise in proper number form for transfer, or any Parkway Book-Entry Shares and/or Parkway Limited Voting Book-Entry Shares shall be properly transferred, and that the Person requesting such payment shall have paid any Transfer Taxes and other Taxes required by reason of whole shares the payment of Public Company Common the consideration to a Person other than the registered holder of the Parkway Certificate and/or Parkway Limited Voting Stock plus cash Certificate surrendered or Parkway Book-Entry Shares and/or Parkway Limited Voting Book-Entry Shares properly transferred, or shall have established to the satisfaction of Cousins that such Tax either has been paid or is not applicable. No interest shall be paid or accrued for the benefit of (A) holders of the Parkway Certificate and/or Parkway Limited Voting Certificates on the consideration otherwise payable upon the surrender of the Parkway Certificate and Parkway Limited Voting Certificates pursuant to this Article II or (B) Parkway Book-Entry Shares and/or Parkway Limited Voting Book-Entry Shares on the consideration otherwise payable in lieu respect of fractional such shares pursuant to Section 2.2(c) and any dividends or distributions pursuant to Section 2.2(d) may be issued or paid to a person other than the person in whose name the Certificate so surrendered is registered, only if such Certificate is presented to the Exchange Agent, accompanied by all documents required to evidence and effect such transfer and by evidence that any applicable stock transfer taxes have been paid. Until surrendered as contemplated by this Section 2.2, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive shares of Public Company Common Stock pursuant to the provisions of this Article II plus cash in lieu of fractional shares pursuant to Section 2.2(c) and any dividends or distributions then payable pursuant to Section 2.2(d) as contemplated by this Section 2.2II.

Exchange Procedures. As soon as reasonably practicable after the Effective Time and in any event not later than the third business day following the Effective Time, Parent shall cause the Exchange Agent shall to mail to each holder of record of a Certificate Shares, which at the Effective Time were converted into the right to receive the Merger Consideration pursuant to Section 2.1, (i) a letter of transmittal in customary form specifying (which shall specify that delivery shall be effected, and that risk of loss and title to the Certificates Shares shall pass, only upon delivery of the Certificates Shares to the Exchange Agent, Agent and which shall be in form and substance reasonably satisfactory to Parent and the Company) and (ii) instructions for use in effecting the surrender of the Certificates Shares in exchange for certificates representing whole shares of Public Company Parent Common Stock (plus or appropriate alternative arrangements shall be made by Parent if uncertificated shares of Parent Common Stock will be issued), cash in lieu of any fractional shares, if any, shares of Public Company Parent Common Stock pursuant to Section 2.1(d) and any dividends or other distributions as provided belowpayable pursuant to Section 2.2(c). Upon surrender of a Certificate Shares for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by Public CompanyAgent, 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 and Public CompanyAgent, the holder of such Certificate Shares shall be entitled to receive in exchange therefor a certificate or book entry account representing that number of whole shares of Public Company Parent Common Stock (after taking into account all Shares surrendered by such holder) to which such holder is entitled pursuant to Section 2.1 (which shall be in uncertificated book entry form unless a physical certificate is requested), payment by cash or check in lieu of fractional shares of Parent Common Stock which such holder has the right is entitled to receive pursuant to the provisions of this Article II plus cash in lieu of fractional shares pursuant to Section 2.2(c2.1(d) and any dividends or distributions then payable pursuant to Section 2.2(d2.2(c), and the Certificate Shares so surrendered shall immediately forthwith be cancelled. In If any portion of the event of a transfer of ownership of Merger Partner Common Stock which Consideration is not to be registered in the transfer records name of Merger Partner, a certificate representing the proper number of whole shares of Public Company Common Stock plus cash in lieu of fractional shares pursuant to Section 2.2(c) and any dividends or distributions pursuant to Section 2.2(d) may be issued or paid to a person other than the person in whose name the Certificate so applicable surrendered Share is registered, only if such Certificate is presented it shall be a condition to the Exchange Agent, accompanied by all documents required to evidence and effect such registration thereof that the surrendered Share be in proper form for transfer and by evidence that the person requesting such delivery of the Merger Consideration pay any applicable stock transfer taxes have or other similar Taxes required as a result of such registration in the name of a person other than the registered holder of such Share or establish to the satisfaction of the Exchange Agent that such Tax has been paidpaid or is not payable. Until surrendered as contemplated by this Section 2.22.2(b), each Certificate Share shall be deemed at any time after the Effective Time to represent only the right to receive shares of Public Company Common Stock pursuant the Merger Consideration (and any amounts to the provisions of this Article II plus cash in lieu of fractional shares be paid pursuant to Section 2.1(d) or Section 2.2(c)) and upon such surrender. No interest shall be paid or shall accrue on any dividends or distributions then amount payable pursuant to Section 2.2(d2.1(d) or Section 2.2(c). If any certificate representing any Share(s) shall have been lost, stolen or destroyed, Parent may, in its discretion and as contemplated by this Section 2.2a condition precedent to the issuance of any certificate or evidence of shares in book-entry form representing Parent Common Stock, require the owner of such lost, stolen or destroyed certificate representing any Share(s) to provide a customary affidavit and to deliver a bond in a reasonable amount as Parent may reasonably direct as indemnity against any claim that may be made against the Exchange Agent, Parent or the Surviving Corporation with respect to such certificate representing such Share(s).

Exchange Procedures. As soon as reasonably practicable after the Effective Time, the Surviving Company shall cause the Exchange Agent shall to mail to each holder of record record, as of the Effective Time, of a Certificate certificate or certificates which immediately prior to the Effective Time represented outstanding Shares (the "CERTIFICATES") whose Shares were converted into the right to receive Parent Common Stock pursuant to Section 2.1(c) (i) a form of letter of transmittal in customary form specifying (which shall specify that delivery shall be effectedeffective, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Exchange Agent, and which letter shall be in customary form and have such other provisions as Parent may reasonably specify) and (ii) instructions for use in effecting the surrender of the such Certificates in exchange for certificates representing shares of Public Company Common Stock (plus cash in lieu of fractional shares, if any, of Public Company Common Stock and any dividends or distributions as provided below)the applicable Merger Consideration. Upon surrender of a Certificate for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by Public Company, 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 and Public CompanyAgent, the holder of such Certificate shall be entitled to receive in exchange therefor a certificate or book entry account representing that shares of Parent Common Stock representing, in the aggregate, the whole number of whole shares of Public Company Common Stock which that such holder has the right to receive pursuant to Section 2.1(c) (after taking into account all Shares then held by such holder) and (B) a check in the provisions of this Article II plus amount equal to the cash that such holder has the right to receive (x) in lieu of any fractional shares of Parent Common Stock pursuant to Section 2.2(c2.7 and (y) and in respect of any dividends or and other distributions then payable pursuant to Section 2.2(d), 2.5. No interest will be paid or will accrue on any cash payable pursuant to this Article II and the Certificate certificates so surrendered shall immediately forthwith be cancelled. In the event of a transfer of ownership of Merger Partner Company Common Stock which is not registered in the transfer records of Merger Partnerthe Company, a certificate representing shares of Parent Common Stock evidencing, in the aggregate, the proper number of whole shares of Public Company Parent Common Stock plus Stock, cash in lieu of any fractional shares of Parent Common Stock pursuant to Section 2.2(c) 2.7 and any dividends or other distributions to which such holder is entitled pursuant to Section 2.2(d) 2.5, may be issued or and paid with respect to such Shares to such a person other than the person in whose name transferee if the Certificate so surrendered is registered, only if representing such Certificate Shares is presented to the Exchange Agent, accompanied by all documents required to evidence and effect such transfer and by to evidence that any applicable stock transfer taxes Taxes have been paid. Until surrendered as contemplated by this Section 2.2, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive shares of Public Company Common Stock pursuant to the provisions of this Article II plus cash in lieu of fractional shares pursuant to Section 2.2(c) and any dividends or distributions then payable pursuant to Section 2.2(d) as contemplated by this Section 2.2.

Exchange Procedures. As soon as reasonably practicable (a) Promptly after the Effective TimeTime but in no event later than three business days following the Closing Date, Parent shall cause the Exchange Agent shall to mail to each holder of record a Holly Certificate in accordance with Section 2.4(b) hereof. Any uncer▇▇▇▇▇ated shares of a Certificate (i) a letter of transmittal Holly Common Stock in customary form specifying that delivery book-entry form, other than Holly Dissenting Sh▇▇▇▇, shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates deemed surrendered to the Exchange Agent▇▇▇▇▇ at the Effective Time, and (ii) instructions for use in effecting the surrender of the Certificates in exchange for certificates representing shares of Public Company Common Stock (plus cash in lieu of fractional shares, if any, of Public Company Common Stock and any dividends or distributions as provided below). Upon surrender of a Certificate for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by Public Company, together with such letter of transmittal, duly executed, and such other documents as may reasonably be required by the Exchange Agent and Public Company, the each holder of such Certificate thereof shall be entitled to receive (A) certificates representing shares of Parent Common Stock representing, in exchange therefor a certificate or book entry account representing that the aggregate, the whole number of whole shares of Public Company Parent Common Stock which that such holder has the right to receive pursuant to Section 2.2 (after taking into account all shares of Holly Common Stock then held by such holder) and (B) a check in the a▇▇▇▇▇ equal to the cash that such holder has the right to receive pursuant to the provisions of this Article II plus 2, including cash in lieu of any fractional shares of Parent Common Stock that such holder is entitled to receive pursuant to Section 2.2(c) 2.10 and any dividends or other distributions then payable that such holder is entitled to receive pursuant to Section 2.2(d), and the 2.8. The Holly Certificate so surrendered shall immediately forthwith be cancelledcanceled. Until s▇▇▇ ▇ime as a certificate representing Parent Common Stock is issued to or at the direction of the holder of a surrendered Holly Certificate, such Parent Common Stock shall be deemed not outst▇▇▇▇▇g and shall not be entitled to vote on any matter. In the event of a transfer of ownership of Merger Partner Holly Common Stock which that occurred prior to the Effective Time, but is not registered ▇▇▇ ▇egistered in the transfer records of Merger PartnerHolly, a certificate representing one or more shares of Parent Common Stock evidencing, in the a▇▇▇▇▇ate, the proper number of whole shares of Public Company Parent Common Stock plus Stock, a check in the proper amount of cash that such holder has the right to receive pursuant to the provisions of this Article 2, including cash in lieu of any fractional shares of Parent Common Stock pursuant to Section 2.2(c) 2.10 and any dividends or other distributions to which such holder is entitled pursuant to Section 2.2(d) 2.8, may be issued or paid with respect to such Holly Common Stock to such a person other than transferee if the person in whose name the Certificate so surrendered is registered, only if such Holly Certificate is presented p▇▇▇▇▇ted to the Exchange Agent, accompanied by all documents ▇▇▇ ▇ocuments required to evidence and effect such transfer and by to evidence that any applicable stock transfer taxes have been paid. Until If any certificate for shares of Parent Common Stock is to be issued in a name other than that in which the Holly Certificate surrendered as contemplated in exchange therefor is registered, it ▇▇▇▇▇ be a condition of such exchange that the Person requesting such exchange shall pay any transfer or other taxes required by this Section 2.2reason of the issuance of certificates for shares of Parent Common Stock in a name other than that of the registered holder of the Holly Certificate surrendered, or shall establish to the reasonable s▇▇▇▇▇action of Parent or the Exchange Agent that such tax has been paid or is not applicable. (b) Each Frontier Certificate (and each Certificate uncertificated share of Frontier Common Stock in book-entry form, if any, prior to the Effective Time) shall be deemed at any time after the Effective Time to represent only the right to receive an equivalent number of shares of Public Company Parent Common Stock pursuant without any action on the part of the holder thereof; provided, however, that if an exchange of Frontier Certificates for new certificates is required by law or applicable rule or regulation, or is requested by any holder thereof, the parties will cause Parent to the provisions of this Article II plus cash in lieu of fractional shares pursuant to Section 2.2(c) and any dividends or distributions then payable pursuant to Section 2.2(d) as contemplated by this Section 2.2arrange for such exchange on a one-share-for-one-share basis.

Exchange Procedures. As soon promptly as reasonably practicable after the Effective Time, Parent shall cause the Exchange Agent shall to mail to each holder of record of a Certificate certificate(s) which, immediately prior to the Effective Time, represented outstanding Company Common Stock (i) the "Certificates"), whose Company Common Stock was converted into the right to receive shares of Parent Common Stock pursuant to Section 1.6: a letter of transmittal in customary form specifying that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to containing such provisions as the Exchange Agent, Agent may reasonably specify and (ii) instructions for use in effecting the surrender of the Certificates in exchange for certificates representing shares of Public Company Common Stock (plus cash in lieu of fractional shares, if any, of Public Company Common Stock and any dividends or distributions as provided below)the Merger Consideration. Upon surrender of a Certificate for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by Public Companyfor exchange, together with such a duly executed letter of transmittal, duly executed, transmittal and such other documents as may be reasonably be required by the Exchange Agent, Exchange Agent and Public Company, shall (i) deliver to the holder of such Certificate shall be entitled to receive in exchange therefor a certificate or book entry account representing that 85% of the number of whole shares of Public Company Parent Common Stock which that such holder has the right to receive pursuant to the provisions of this Article II plus cash in lieu of fractional shares pursuant to Section 2.2(c) and any dividends or distributions then payable pursuant to Section 2.2(d)1.6, and (ii) deliver to the Certificate so surrendered shall immediately be cancelled. In Escrow Agent under the event Escrow Agreement on behalf of such holder a transfer certificate in the name of ownership the Escrow Agent representing 15% of Merger Partner the number of shares of Parent Common Stock which is not registered in the transfer records of Merger Partner, a certificate representing the proper number of whole shares of Public Company Common Stock plus cash in lieu of fractional shares pursuant to Section 2.2(c) and any dividends or distributions pursuant to Section 2.2(d) may be issued or paid to a person other than the person in whose name the Certificate so surrendered is registered, only if that such Certificate is presented to the Exchange Agent, accompanied by all documents required to evidence and effect such transfer and by evidence that any applicable stock transfer taxes have been paid. Until surrendered as contemplated by this Section 2.2, each Certificate shall be deemed at any time after the Effective Time to represent only holder has the right to receive pursuant to Section 1.6, provided that the certificates representing Parent Common Stock to be delivered to the holder of a Certificate under clause (i) above and to the Escrow Agent under clause (ii) above shall, in each case, represent only whole shares of Public Company Parent Common Stock pursuant to the provisions of this Article II plus cash and in lieu of any fractional shares pursuant to Section 2.2(cwhich such holder would otherwise be entitled, after combining any fractional interests of such holder into as many whole shares as is possible, the holder of such Certificate shall be paid in cash an amount equal to the sum of (1) the dollar amount (rounded to the nearest whole cent) determined by multiplying the Merger Share Price (as defined below) by the fraction of a share of Parent Common Stock that would otherwise be deliverable to such holder under clause (i) above and any dividends or distributions then payable pursuant (2) the dollar amount (rounded to Section 2.2(dthe nearest whole cent) as contemplated determined by this Section 2.2multiplying the Merger Share Price by the fraction of a share of Parent Common Stock that would otherwise be deliverable to the Escrow Agent under clause (ii) above.

Exchange Procedures. As soon as reasonably practicable Promptly after the Effective Time, the Buyer shall cause the Exchange Agent shall to mail to each holder of record of a Certificate certificate or certificates which immediately prior to the Effective Time evidenced outstanding Shares (other than Dissenting Shares) (the "Certificates") (i) a letter of transmittal in customary form specifying (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Exchange Agent, Agent and shall be in such form and have such other provisions as the Buyer may reasonably specify) and (ii) instructions for use in effecting to effect the surrender of the Certificates in exchange for the certificates representing evidencing shares of Public Company Common Buyer Stock (plus cash and, in lieu of any fractional sharesshares thereof, if any, of Public Company Common Stock and any dividends or distributions as provided below)cash. Upon surrender of a Certificate for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by Public Company, together with such letter of transmittal, duly executed, and such other customary documents as may reasonably be required by the Exchange Agent and Public Companypursuant to such instructions, the holder of such Certificate shall be entitled to receive in exchange therefor a certificate or book entry account representing (A) certificates evidencing that number of whole shares of Public Company Common Buyer Stock which such holder has the right to receive in accordance with the Exchange Ratio in respect of the Shares formerly evidenced by such Certificate, (B) any dividends or other distributions to which such holder is entitled pursuant to the provisions of this Article II plus Section 2.07(c), and (C) cash in lieu of fractional shares of Buyer Stock to which such holder is entitled pursuant to Section 2.2(c2.06(e) (the Buyer Stock, dividends, distributions and any dividends or distributions then payable pursuant to Section 2.2(dcash described in this clause (C) being, collectively, the "Merger Consideration"), and the --------------------- Certificate so surrendered shall immediately forthwith be cancelledcanceled. In the event of a transfer of ownership of Merger Partner Common Stock Shares which is not registered in the transfer records of Merger Partnerthe Company immediately prior to the Effective Time, a certificate representing the proper number of whole shares of Public Company Common Buyer Stock plus and cash in lieu of fractional shares pursuant to Section 2.2(c) and any dividends or distributions pursuant to Section 2.2(d) may be issued or and paid in accordance with this Article to a person other than the person in whose name transferee if the Certificate so surrendered is registered, only if evidencing such Certificate Shares is presented to the Exchange Agent, accompanied by all documents required to evidence and effect such transfer pursuant to this Section 2.07(b) and by evidence that any applicable stock transfer taxes have been paid. Until surrendered as contemplated by this Section 2.2so surrendered, each outstanding Certificate shall that, prior to the Effective Time, represented shares of the Company Common Stock will be deemed at any time from and after the Effective Time Time, for all corporate purposes, other than the payment of dividends, to represent only evidence the ownership of the number of full shares of Buyer Stock into which such shares of the Company Common Stock shall have been so converted and the right to receive shares of Public Company Common Stock pursuant to the provisions of this Article II plus an amount in cash in lieu of the issuance of any fractional shares pursuant to in accordance with Section 2.2(c) and any dividends or distributions then payable pursuant to Section 2.2(d) as contemplated by this Section 2.22.06.

Exchange Procedures. As soon as reasonably practicable Promptly after the Reverse Merger Effective Time, Parent shall cause the Exchange Agent shall to mail to each holder of record of a Certificate whose shares of Company Common Stock were converted pursuant to Section 2.1(a) into the right to receive the Per Share Merger Consideration, (i) a letter of transmittal in customary form specifying (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 which shall be in such form and shall have such other provisions (including customary provisions with respect to delivery of an “agent’s message” with respect to shares held in book entry form) as Parent may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for certificates representing shares the Per Share Merger Consideration, any dividends or other distributions to which holders of Public Company Common Stock (plus Certificates are entitled pursuant to Section 2.2(c) and cash in lieu of any fractional shares, if any, shares of Public Company Parent Common Stock and any dividends or distributions as provided belowto which such holders are entitled pursuant to Section 2.2(e). Upon surrender of a Certificate for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by Public CompanyAgent, 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 Agent and Public CompanyAgent), the holder of such Certificate shall be entitled to receive in exchange therefor (A) a certificate (or evidence of shares in book entry account form) representing that number of whole shares of Public Company Parent Common Stock which that such holder has the right to receive pursuant to the provisions of this Article II plus after taking into account all the shares of Company Common Stock then held by such holder under all such Certificates so surrendered, (B) any dividends or other distributions to which such holder is entitled pursuant to Section 2.2(c), and (C) a check in the amount equal to any cash to which such holder is entitled pursuant to this Article II, consisting of the Per Share Cash Consideration and cash in lieu of any fractional shares of Parent Common Stock pursuant to Section 2.2(c) and any dividends or distributions then payable pursuant to Section 2.2(d2.2(e), and the Certificate so surrendered shall immediately forthwith be cancelledcanceled. In the event of a transfer of ownership of Merger Partner shares of Company Common Stock which that is not registered in the transfer records of Merger Partnerthe Company, a certificate (or evidence of shares in book entry form) representing the proper number of whole shares of Public Company Parent Common Stock plus cash in lieu of fractional shares pursuant to Section 2.2(c) and any dividends or distributions pursuant to Section 2.2(d) may be issued or paid to a person Person other than the person Person in whose name the Certificate so surrendered is registered, only if such Certificate is presented if, upon presentation to the Exchange Agent, accompanied by all documents required to evidence and effect such Certificate shall be properly endorsed or shall otherwise be in proper form for transfer and the Person requesting such issuance shall have paid any transfer and other taxes required by evidence reason of the issuance of shares of Parent Common Stock to a Person other than the registered holder of such Certificate or shall have established to the reasonable satisfaction of the Surviving Corporation that any applicable stock transfer taxes have such tax either has been paidpaid or is not applicable. Until surrendered as contemplated by this Section 2.22.2(b), each Certificate shall be deemed at any time after the Reverse Merger Effective Time to represent only the right to receive shares the Per Share Merger Consideration, any dividends or other distributions to which the holder of Public Company Common Stock pursuant to the provisions of this Article II plus cash in lieu of fractional shares such Certificate is entitled pursuant to Section 2.2(c) and cash in lieu of any dividends or distributions then payable fractional shares of Parent Common Stock to which such holder is entitled pursuant to Section 2.2(d) as contemplated by this Section 2.22.2(e), in each case, without interest.