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 whose shares were converted into the right to receive the applicable Merger Consideration pursuant to Section 2.01, (i) a form of letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Agent and shall be in customary form and have such other provisions as Parent may reasonably specify) and (ii) instructions for use in surrendering the Certificates in exchange for the applicable Merger Consideration with respect thereto. Upon surrender of a Certificate for cancelation to the Exchange Agent, together with such letter of transmittal, duly completed and validly executed, and such other documents as may reasonably be required by the Exchange Agent, the holder of such Certificate shall be entitled to receive in exchange therefor a receipt evidencing that number of whole Parent ADSs (together with cash in lieu of any fractional Parent ADS in accordance with Section 2.03(e)), if any, and the amount of cash, if any, that the aggregate number of shares of Company Common Stock previously represented by such Certificate shall have been converted pursuant to Section 2.01 into the right to receive, together with certain dividends or other distributions in accordance with Section 2.02(c), and the Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of Company Common Stock that is not registered in the transfer records of the Company, a receipt evidencing the proper number of Parent ADSs may be issued and/or the proper amount of cash may be paid, as appropriate, in exchange therefor to a person other than the person in whose name the Certificate so surrendered is registered if such Certificate shall be properly endorsed or otherwise be in proper form for transfer and the person requesting such issuance shall pay any transfer or other taxes required by reason of the issuance of Parent ADSs to a person other than the registered holder of such Certificate or establish to the satisfaction of Parent that such tax has been paid or is not applicable. Until surrendered as contemplated by this Section 2.03(b), each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration that the holder thereof has the right to receive pursuant to the provisions of this Article II, certain dividends or other distributions in accordance with Section 2.03(c) and cash in lieu of any fractional Parent ADS in accordance with

Exchange Procedures. As soon as reasonably practicable after the Effective Time, the Surviving Corporation will cause the Exchange Agent shall to mail to each holder of record of a Certificate whose certificate or certificates which immediately prior to the Effective Time evidenced outstanding shares were converted into the right of Common Stock (other than Dissenting Shares and shares to receive the applicable Merger Consideration be canceled pursuant to Section 2.012.01(b)) (the "CERTIFICATES"), (i) a form of letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Exchange Agent and shall be in customary such form and have such other provisions as Parent Merger Sub may reasonably specify) and (ii) instructions for use in surrendering effecting the surrender of the Certificates in exchange for the applicable Merger Consideration with respect theretoConsideration. Upon surrender of a Certificate for cancelation cancellation to the Exchange AgentAgent or to such other agent or agents as may be appointed by Merger Sub or the Surviving Corporation, together with such a letter of transmittal, duly completed and validly executed, and such other customary documents as may reasonably be required by pursuant to such instructions (collectively, the Exchange Agent"TRANSMITTAL DOCUMENTS"), the holder of such Certificate shall be entitled to receive in exchange therefor a receipt evidencing that number the Merger Consideration for each share of whole Parent ADSs (together with cash in lieu of any fractional Parent ADS in accordance with Section 2.03(e)), if any, and the amount of cash, if any, that the aggregate number of shares of Company Common Stock previously formerly represented by such Certificate shall have been converted pursuant to Section 2.01 into the right to receiveCertificate, together with certain dividends or other distributions in accordance with Section 2.02(c)without any interest thereon, less any required withholding of taxes, and the Certificate so surrendered shall forthwith thereupon be canceled. In the event of a transfer of ownership of Company shares of Common Stock that which is not registered in the transfer records of the Company, a receipt evidencing the proper number of Parent ADSs Merger Consideration may be issued and/or and paid in accordance with this Article II to the proper amount transferee of cash may be paid, as appropriate, in exchange therefor to a person other than the person in whose name such shares if the Certificate so surrendered evidencing such shares of Common Stock is registered if such Certificate shall be presented to the Exchange Agent and is properly endorsed or otherwise be in proper form for transfer transfer. The signature on the Certificate or any related stock power must be properly guaranteed and the person requesting such issuance shall payment of the Merger Consideration must either pay any transfer or other taxes required by reason of the issuance of Parent ADSs payment to a person other than the registered holder of such the Certificate so surrendered or establish to the satisfaction of Parent Surviving Corporation that such tax has been paid or is not applicable. The Merger Consideration will be delivered by the Exchange Agent as soon as practicable following surrender of a Certificate and the related Transmittal Documents. Cash payments may be made by check unless otherwise required by a depositary institution in connection with the book-entry delivery of securities. No interest will be payable on such Merger Consideration. Until surrendered as contemplated by in accordance with this Section 2.03(b)2.02, each Certificate shall be deemed at any time after the Effective Time to represent evidence only the right to receive receive, upon such surrender surrender, the Merger Consideration that the holder thereof has the right to receive pursuant to the provisions for each share of Common Stock formerly represented by such Certificate. The Exchange Fund shall not be used for any purpose other than as set forth in this Article II. Any interest, certain dividends or other distributions income earned on the investment of cash held in accordance with Section 2.03(c) and cash in lieu the Exchange Fund shall be for the account of any fractional Parent ADS in accordance withthe Surviving Corporation.

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 were converted into the right to receive the applicable Allscripts Merger Consideration pursuant to Section 2.012.1, or the ChannelHealth Merger Consideration pursuant to Section 2.2 (collectively, the "Merger Consideration"), (i) a form of letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Agent and shall be in customary such form and have such other provisions as Parent Allscripts and ChannelHealth may reasonably specify) and (ii) instructions for use in surrendering effecting the surrender of the Certificates in exchange for the applicable Merger Consideration with respect theretoConsideration. Upon surrender of a Certificate for cancelation cancellation to the Exchange Agent, together with such letter of transmittal, duly completed and validly executed, and such other documents as may reasonably be required by the Exchange Agent, the holder of such Certificate shall be entitled to receive in exchange therefor a receipt evidencing Parent Certificate representing that number of whole shares of Parent ADSs (together Common Stock which such holder has the right to receive pursuant to the provisions of this Article II, certain dividends or other distributions, if any, in accordance with Section 2.3(c) and cash in lieu of any fractional Parent ADS share in accordance with Section 2.03(e)), if any, and the amount of cash, if any, that the aggregate number of shares of Company Common Stock previously represented by such Certificate shall have been converted pursuant to Section 2.01 into the right to receive, together with certain dividends or other distributions in accordance with Section 2.02(c2.3(e), and the Certificate so surrendered shall forthwith be canceledcancelled. In the event of a transfer of ownership of Company ChannelHealth Stock that is not registered in the transfer records of ChannelHealth, or of Allscripts Common Stock that is not registered in the transfer records of the CompanyAllscripts, a receipt evidencing Parent Certificate representing the proper number of shares of Parent ADSs Common Stock may be issued and/or the proper amount of cash may be paid, as appropriate, in exchange therefor to a person other than the person in whose name the Certificate so surrendered is registered if such Certificate shall be properly endorsed or otherwise be in proper form for transfer and the person requesting such issuance shall pay any transfer or other non-income taxes required by reason of the issuance of shares of Parent ADSs Common Stock to a person other than the registered holder of such Certificate or establish to the satisfaction of Parent that such tax has been paid or is not applicable. Until surrendered as contemplated by this Section 2.03(b)2.3, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the applicable Merger Consideration that the holder thereof has the right to receive pursuant to the provisions of this Article II, if applicable, certain dividends or other distributions in accordance with Section 2.03(c2.3(c) and and, if applicable, cash in lieu of any fractional Parent ADS share in accordance withwith Section 2.3(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.

Exchange Procedures. As soon as reasonably practicable either before or after the Effective Time, but in any event no later than five business days after the Effective Time, HUBCO will instruct the Exchange Agent shall to mail to each holder of record of a Certificate whose certificate or certificates which immediately prior to the Effective Time evidenced outstanding shares were converted into of IBSF Common Stock (the right to receive the applicable Merger Consideration pursuant to Section 2.01"Certificates"), (i) a form of letter of transmittal (the form and substance of which is reasonably agreed to by HUBCO and IBSF prior to the Effective Time and which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Exchange Agent and which shall be in customary form and have such other provisions as Parent HUBCO may reasonably specify) and (ii) instructions for use in surrendering effecting the surrender of the Certificates in exchange for the applicable Merger Consideration with respect theretocertificates evidencing shares of HUBCO Common Stock and cash in lieu of fractional shares. Upon surrender of a Certificate for cancelation cancellation to the Exchange Agent, Agent together with such letter of transmittal, duly completed and validly executed, and such other customary documents as may reasonably be required by the Exchange Agentpursuant to such instructions, the holder of such Certificate shall be entitled to receive in exchange therefor a receipt (x) certificates evidencing that number of whole Parent ADSs shares of HUBCO Common Stock which such holder has the right to receive in respect of the shares of IBSF Common Stock formerly evidenced by such Certificate in accordance with Section 2.1 (together with as adjusted pursuant to Section 7.1(i) if applicable) and (y) cash in lieu of any fractional Parent ADS in accordance with Section 2.03(e)), if any, and the amount of cash, if any, that the aggregate number of shares of Company HUBCO Common Stock previously represented by to which such Certificate shall have been converted holder may be entitled pursuant to Section 2.01 into 2.2(e) (the right shares of HUBCO Common Stock and cash described in clauses (x) and (y) being collectively referred to receive, together with certain dividends or other distributions in accordance with Section 2.02(c), as the "Merger Consideration") and the Certificate Certificates so surrendered shall forthwith be canceled. In the event of a transfer of ownership of Company shares of IBSF Common Stock that which is not registered in the transfer records of the CompanyIBSF, a receipt certificate evidencing the proper number of Parent ADSs shares of HUBCO Common Stock and/or cash may be issued and/or the proper amount of cash may be paid, as appropriate, paid in exchange therefor accordance with this Article II to a person other than the person in whose name transferee if the Certificate so surrendered evidencing such shares of IBSF Common Stock is registered if presented to the Exchange Agent, accompanied by all documents required to evidence and effect such Certificate shall be properly endorsed or otherwise be in proper form for transfer and the person requesting such issuance shall pay by evidence that any applicable stock transfer or other taxes required by reason of the issuance of Parent ADSs to a person other than the registered holder of such Certificate or establish to the satisfaction of Parent that such tax has have been paid or is not applicablepaid. Until surrendered as contemplated by this Section 2.03(b)2.2, each Certificate shall be deemed at any time after the Effective Time to represent evidence only the right to receive upon such surrender the Merger Consideration that the holder thereof has the right to receive pursuant to the provisions of this Article II, certain dividends or other distributions in accordance with Section 2.03(c) and cash in lieu of any fractional Parent ADS in accordance withConsideration.

Exchange Procedures. As soon as reasonably practicable after the Effective Time, Parent shall cause the Exchange Paying Agent shall to mail to each holder of record of a Certificate or Certificates or a Book-Entry Share or Book-Entry Shares whose shares were converted into the right to receive the applicable Merger Consideration pursuant to Section 2.012.01(c), (i) a form of letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates or Book-Entry Shares shall pass, only upon delivery of the Certificates (or effective affidavits of loss in lieu thereof) or Book-Entry Shares to the Exchange Paying Agent and shall be in customary such form and have such other provisions as Parent and the Company may reasonably specifymutually agree) and (ii) instructions for use in surrendering effecting the surrender of the Certificates (or effective affidavits of loss in lieu thereof) or Book-Entry Shares in exchange for the applicable Merger Consideration with respect theretoConsideration. Upon surrender of a Certificate (or effective affidavits of loss in lieu thereof) or Book-Entry Share for cancelation cancellation to the Exchange Paying Agent, together with such letter of transmittal, duly completed and validly executed, and such other documents as may reasonably be required by the Exchange Paying Agent, the holder of such Certificate or Book-Entry Share shall be entitled to receive in exchange therefor a receipt evidencing that number of whole Parent ADSs (together the Merger Consideration payable with cash in lieu of any fractional Parent ADS in accordance with Section 2.03(e)), if any, and respect to the amount of cash, if any, that the aggregate number of shares of Company Common Stock previously theretofore represented by such Certificate shall have been converted pursuant to Section 2.01 into the right to receive, together with certain dividends or other distributions in accordance with Section 2.02(c)Book-Entry Share, and the Certificate or Book-Entry Share so surrendered shall forthwith be canceledcancelled. In the event of a transfer of ownership of Company Common Stock that is not registered in the transfer records of the Company, a receipt evidencing the proper number of Parent ADSs payment may be issued and/or the proper amount of cash may be paid, as appropriate, in exchange therefor made to a person Person other than the person Person in whose name the Certificate or Book-Entry Share so surrendered is registered registered, if such Certificate or Book-Entry Shares shall be properly endorsed or otherwise be in proper form for transfer and the person Person requesting such issuance payment shall pay any transfer or other taxes Taxes required by reason of the issuance of Parent ADSs payment to a person Person other than the registered holder of such Certificate or Book-Entry Shares or establish to the reasonable satisfaction of Parent that such tax Tax has been paid or is not applicable. Until Subject to Section 2.01(e), until surrendered as contemplated by this Section 2.03(b)2.02, each Certificate or Book-Entry Share shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration that the holder thereof has the right to receive pursuant to the provisions of as contemplated by this Article II, certain dividends Section 2.02. No interest shall be paid or other distributions in accordance with Section 2.03(c) and accrue on any cash in lieu payable upon surrender of any fractional Parent ADS in accordance withCertificate or Book-Entry Share.

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 applicable Merger Consideration pursuant to Section 2.012.2, (i) a form of letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Agent and shall be in customary such form and have such other provisions as Parent may reasonably specify) and (ii) instructions for use in surrendering the Certificates in exchange for the applicable Merger Consideration. Parent will use its reasonable efforts to cause provision to be made for holders of 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 with respect theretoand, if applicable, cash in lieu of fractional shares 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). Upon surrender of a Certificate for cancelation cancellation to the Exchange Agent, together with such letter of transmittal, duly completed and validly executed, and such other documents as may reasonably be required by the Exchange Agent, the holder of such Certificate shall be entitled to receive in exchange therefor a receipt evidencing certificate representing that number of whole Parent ADSs (together with cash in lieu of any fractional Parent ADS in accordance with Section 2.03(e)), if any, and the amount of cash, if any, that the aggregate number of shares of Company Parent Common Stock previously represented by which such Certificate shall have been converted pursuant to Section 2.01 into holder has the right to receivereceive pursuant to the provisions of this Article 2, together with certain dividends or other distributions in accordance with Section 2.02(c2.3(c) and cash in lieu of any fractional share of Parent Common Stock in accordance with Section 2.3(e), and the Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of Company Common Stock that which is not registered in the transfer records of the Company, a receipt evidencing certificate representing the proper number of shares of Parent ADSs Common Stock may be issued and/or the proper amount of cash may be paid, as appropriate, in exchange therefor to a person Person other than the person Person in whose name the Certificate so surrendered is registered if such Certificate shall be properly endorsed or otherwise be in proper form for transfer and the person Person requesting such issuance shall pay any transfer or other taxes required by reason of the issuance of shares of Parent ADSs Common Stock to a person Person other than the registered holder of such Certificate or establish to the satisfaction of Parent that such tax has been paid or is not applicable. Until surrendered as contemplated by this Section 2.03(b), each Each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender in accordance with this Section 2.3 the Merger Consideration that into which the shares of 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 thereof has the right is entitled pursuant to receive 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, certain dividends or other distributions in accordance with Section 2.03(c) and cash in lieu of any fractional Parent ADS in accordance with2.

Exchange Procedures. As soon promptly as reasonably practicable after the Effective Time, and in any event within five business days thereafter, Parent shall cause the Exchange Agent shall to mail to each holder of record of a Certificate shares of Company Common Stock whose shares of Company Common Stock were converted into the right to receive the applicable Merger Consideration pursuant to Section 2.01, 2.01(a)(i) : (i) a form of letter of transmittal in customary form (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Agent and which shall be in customary form and have such other provisions as Parent and the Company may reasonably specifyagree) and (ii) instructions for use in surrendering the Certificates (or affidavits of loss in lieu thereof) or Book-Entry Shares in exchange for cash comprising the applicable Merger Consideration with respect theretoConsideration. Upon surrender of a Book-Entry Share or a Certificate for cancelation cancellation to the Exchange Agent, together with such letter of transmittal, duly completed and validly executed, and and/or such other documents as may be reasonably be required by the Exchange Agent, the holder of such Book-Entry Share or Certificate shall be entitled to receive in exchange therefor a receipt evidencing check for the Merger Consideration that number such holder is entitled to receive pursuant to the provisions of whole Parent ADSs (together with cash in lieu of any fractional Parent ADS in accordance with Section 2.03(e)), if anythis Article II , and the amount of cash, if any, that the aggregate number of shares of Company Common Stock previously represented by such Certificate shall have been converted pursuant to Section 2.01 into the right to receive, together with certain dividends Book- Entry Share or other distributions in accordance with Section 2.02(c), and the Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of shares of Company Common Stock that is not registered in the transfer records of the Company, a receipt evidencing the proper number of Parent ADSs may be issued and/or check for the proper amount of cash may comprising the Merger Consideration shall be paid, as appropriate, in exchange therefor issued to a person other than the person in whose name the Certificate so surrendered is registered if registered, if, upon presentation to the Exchange Agent, such Certificate shall be properly endorsed or otherwise be in proper form for transfer and transfer. In such case, the person requesting such issuance shall pay amount of any stock transfer or other taxes required by reason similar Taxes (whether imposed on the registered holder(s), or such other person, or otherwise) payable on account of such issuance or transfer to such other person shall be deducted from the amount otherwise payable pursuant to the immediately preceding sentence, unless evidence satisfactory to the Exchange Agent of the issuance of Parent ADSs to a person other than the registered holder payment of such Certificate Taxes, or establish to the satisfaction of Parent that such tax has been paid or exemption therefrom, is not applicablesubmitted. Until surrendered as contemplated by this Section 2.03(b2.02(b), each Book- Entry Share and Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration. No interest will be paid or will accrue for the benefit of holders of shares of Company Common Stock on the Merger Consideration that the holder thereof has the right payable to receive holders of Company Common Stock pursuant to the provisions of this Article II, certain dividends or other distributions in accordance with Section 2.03(c) and cash in lieu of any fractional Parent ADS in accordance withII .

Exchange Procedures. As soon promptly as reasonably practicable after the Effective Time, and in any event within five business days thereafter, Parent shall cause the Exchange Agent shall to mail to each holder of record of a Certificate shares of Company Common Stock whose shares of Company Common Stock were converted into the right to receive the applicable Merger Consideration pursuant to Section 2.01, 2.01(a)(i): (i) a form of letter of transmittal in customary form (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Agent and which shall be in customary form and have such other provisions as Parent and the Company may reasonably specifyagree) and (ii) instructions for use in surrendering the Certificates (or affidavits of loss in lieu thereof) or Book-Entry Shares in exchange for cash comprising the applicable Merger Consideration with respect theretoConsideration. Upon surrender of a Book-Entry Share or a Certificate for cancelation cancellation to the Exchange Agent, together with such letter of transmittal, duly completed and validly executed, and and/or such other documents as may be reasonably be required by the Exchange Agent, the holder of such Book-Entry Share or Certificate shall be entitled to receive in exchange therefor a receipt evidencing check for the Merger Consideration that number such holder is entitled to receive pursuant to the provisions of whole Parent ADSs (together with cash in lieu of any fractional Parent ADS in accordance with Section 2.03(e)), if anythis Article II, and the amount of cash, if any, that the aggregate number of shares of Company Common Stock previously represented by such Certificate shall have been converted pursuant to Section 2.01 into the right to receive, together with certain dividends Book- Entry Share or other distributions in accordance with Section 2.02(c), and the Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of shares of Company Common Stock that is not registered in the transfer records of the Company, a receipt evidencing the proper number of Parent ADSs may be issued and/or check for the proper amount of cash may comprising the Merger Consideration shall be paid, as appropriate, in exchange therefor issued to a person other than the person in whose name the Certificate so surrendered is registered if registered, if, upon presentation to the Exchange Agent, such Certificate shall be properly endorsed or otherwise be in proper form for transfer and transfer. In such case, the person requesting such issuance shall pay amount of any stock transfer or other taxes required by reason similar Taxes (whether imposed on the registered holder(s), or such other person, or otherwise) payable on account of such issuance or transfer to such other person shall be deducted from the amount otherwise payable pursuant to the immediately preceding sentence, unless evidence satisfactory to the Exchange Agent of the issuance of Parent ADSs to a person other than the registered holder payment of such Certificate Taxes, or establish to the satisfaction of Parent that such tax has been paid or exemption therefrom, is not applicablesubmitted. Until surrendered as contemplated by this Section 2.03(b2.02(b), each Book- Entry Share and Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration. No interest will be paid or will accrue for the benefit of holders of shares of Company Common Stock on the Merger Consideration that the holder thereof has the right payable to receive holders of Company Common Stock pursuant to the provisions of this Article II, certain dividends or other distributions in accordance with Section 2.03(c) and cash in lieu of any fractional Parent ADS in accordance with.

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 (the "Certificates") which immediately prior to the Effective Time represented outstanding shares of IXC Common Stock, IXC 7 1/4% Preferred Stock or IXC 6 3/4% Preferred Stock whose shares were converted into the right to receive the applicable Merger Consideration pursuant to Section 2.01, (i) a form of letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Agent and shall be in customary such form and have such other provisions as Parent CBI may reasonably specify) and (ii) instructions for use in surrendering the Certificates in exchange for certificates representing the applicable Merger Consideration with respect theretoConsideration. Upon surrender of a Certificate for cancelation to the Exchange Agent, together with such letter of transmittal, duly completed and validly executed, and such other documents as may reasonably be required by the Exchange Agent, the holder of such Certificate shall be entitled to receive in exchange therefor a receipt evidencing certificate representing that number of whole Parent ADSs (together with cash in lieu of any fractional Parent ADS in accordance with Section 2.03(e)), if any, and the amount of cash, if any, that the aggregate number of shares of Company CBI Common Stock, CBI 7 1/4% Preferred Stock previously represented by or CBI 6 3/4% Preferred Stock that such Certificate shall have been converted pursuant to Section 2.01 into holder has the right to receivereceive pursuant to the provisions of this Article II, together with certain dividends or other distributions in accordance with Section 2.02(c) and cash in lieu of any fractional share of CBI Common Stock in accordance with Section 2.02(e), and the Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of Company IXC Common Stock, IXC 7 1/4% Preferred Stock or XXX 0 0/0% Xxxxxxxxx Xxxxx that is not registered in the transfer records of the CompanyIXC, a receipt evidencing certificate representing the proper number of Parent ADSs shares of CBI Common Stock, CBI 7 1/4% Preferred Stock or CBI 6 3/4% Preferred Stock, as applicable, may be issued and/or the proper amount of cash may be paid, as appropriate, in exchange therefor to a person other than the person in whose name the Certificate so surrendered is registered if such Certificate shall be properly endorsed or otherwise be in proper form for transfer and the person requesting such issuance shall pay any transfer or other taxes required by reason of the issuance of Parent ADSs shares of CBI Common Stock, CBI 7 1/4% Preferred Stock or CBI 6 3/4% Preferred Stock to a person other than the registered holder of such Certificate or establish to the satisfaction of Parent CBI that such tax has been paid or is not applicable. Until surrendered as contemplated by this Section 2.03(b2.02(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 that the holder thereof has the right to receive pursuant to the provisions of this Article II, certain dividends or other distributions in accordance with Section 2.03(c2.02(c) and cash in lieu of any fractional Parent ADS share of CBI Common Stock in accordance withwith Section 2.02(e). No interest shall be paid or will accrue on any cash payable to holders of Certificates pursuant to the provisions of this Article II.

Exchange Procedures. As soon as reasonably practicable after the Effective Time, the Exchange Agent shall mail to each holder of record of a Certificate whose certificate or certificates which immediately prior to the Effective Time represented outstanding shares were converted into of Company Common Stock (each a "Certificate" and, collectively, the right to receive the applicable Merger Consideration pursuant to Section 2.01"Certificates"), (i) a form of letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Agent and shall be in customary such form and have such other provisions as Parent UCU and the Company may reasonably specify) and (ii) instructions for use in surrendering effecting the surrender of the Certificates in exchange for the applicable Merger Consideration with respect thereto(comprised of certificates representing shares of UCU Common Stock and cash in lieu of fractional shares constituting the Stock Consideration and/or the Cash Consideration) which the holder of such Certificate has a right to receive. Upon surrender of a Certificate for cancelation cancellation to the Exchange Agent, together with such letter of transmittal, duly completed and validly executed, and such other documents as may reasonably be required by the Exchange Agent, the holder of record of such Certificate shall be entitled to receive in exchange therefor (i) a receipt evidencing check representing the Cash Consideration, or (ii) (x) a certificate or certificates representing that whole number of whole Parent ADSs (together with cash shares of UCU Common Stock which such holder has the right to receive pursuant to the provisions of this Article II in lieu of any fractional Parent ADS such denominations and registered in such names as such holder may request in accordance with Section 2.03(e)), if any, the instructions set forth in such letter of transmittal and (y) a check representing the amount of cash, if any, that the aggregate number of shares of Company Common Stock previously represented by which such Certificate shall have been converted pursuant to Section 2.01 into the right to receive, together with certain dividends or other distributions in accordance with Section 2.02(c), and the Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of Company Common Stock that is not registered in the transfer records of the Company, a receipt evidencing the proper number of Parent ADSs may be issued and/or the proper amount of cash may be paid, as appropriate, in exchange therefor to a person other than the person in whose name the Certificate so surrendered is registered if such Certificate shall be properly endorsed or otherwise be in proper form for transfer and the person requesting such issuance shall pay any transfer or other taxes required by reason of the issuance of Parent ADSs to a person other than the registered holder of such Certificate or establish to the satisfaction of Parent that such tax has been paid or is not applicable. Until surrendered as contemplated by this Section 2.03(b), each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration that the holder thereof has the right to receive pursuant to the provisions of this Article II, certain dividends after giving effect to any required withholding tax, without interest. In the event of a transfer of ownership of shares of Company Common Stock which is not registered on the transfer records of the Company, (i) a check representing the Cash Consideration or other distributions in accordance (ii) a certificate representing the proper number of shares of UCU Common Stock, together with Section 2.03(c) and a check for the cash to be paid in lieu of fractional shares, if any, without interest, and unpaid dividends and distributions since the Effective Time, if any, without interest, may be issued to such transferee if the Certificate representing such shares of Company Common Stock held by such transferee is presented to the Exchange Agent, accompanied by all documents required to evidence and effect such transfer and to evidence that any fractional Parent ADS in accordance withapplicable stock transfer taxes have been paid.

Exchange Procedures. As soon as reasonably practicable after the Effective Time, but in no event more than five (5) business days thereafter, the Exchange Surviving Corporation shall cause the Paying Agent shall to mail to each holder of record of a Certificate certificate or certificates (the "Certificates") that immediately prior to the Effective Time represented outstanding shares of Company Common Stock whose shares were converted into the right to receive the applicable Merger Consideration pursuant to Section 2.01, (i) a form of letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Paying Agent and shall be in customary such form and have such other provisions as Parent may reasonably specify) and (ii) instructions for use in surrendering effecting the surrender of the Certificates in exchange for the applicable Merger Consideration with respect theretoConsideration. Upon surrender of a Certificate for cancelation cancellation to the Exchange Paying Agent, together with such letter of transmittal, duly completed and validly executed, and such other documents as may reasonably be required by the Exchange Paying Agent, the holder of such Certificate shall be entitled to receive in exchange therefor a receipt evidencing that number of whole Parent ADSs (together with cash in lieu of any fractional Parent ADS in accordance with Section 2.03(e)), if any, and the amount of cash, if any, that cash into which the aggregate number of shares of Company Common Stock previously theretofore represented by such Certificate shall have been converted pursuant to Section 2.01 into the right to receive, together with certain dividends or other distributions in accordance with Section 2.02(c)2.01, and the Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of Company Common Stock that is not registered in the transfer records of the Company, a receipt evidencing the proper number of Parent ADSs payment may be issued and/or the proper amount of cash may be paid, as appropriate, in exchange therefor made to a person other than the person in whose name the Certificate so surrendered is registered registered, if such Certificate shall be properly endorsed or otherwise be in proper form for transfer and the person requesting such issuance payment shall pay any transfer or other taxes required by reason of the issuance of Parent ADSs payment to a person other than the registered holder of such Certificate or establish to the satisfaction of Parent that such tax has been paid or is not applicable. Until surrendered as contemplated by this Section 2.03(b)2.02, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration that amount of cash, without interest, into which the holder thereof has the right to receive shares of Company Common Stock theretofore represented by such Certificate have been converted pursuant to the provisions Section 2.01. If any holder of this Article IIshares of Company Common Stock shall be unable to surrender such holder's Certificates because such Certificates have been lost, certain dividends mutilated or other distributions in accordance with Section 2.03(c) and cash destroyed, such holder may deliver in lieu thereof an affidavit and indemnity bond in form and substance and with surety reasonably satisfactory to the Surviving Corporation. No interest shall be paid or accrue on the cash payable upon surrender of any fractional Parent ADS in accordance withCertificate.

Exchange Procedures. As soon as reasonably practicable after the Effective Time, the Exchange Agent shall mail to each holder of record of a Certificate whose shares were converted into the right to receive the applicable Merger Consideration pursuant to Section 2.01, (i) a form of letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Agent and shall be in customary form and have such other provisions as Parent may reasonably specify) and (ii) instructions for use in surrendering the Certificates in exchange for the applicable Merger Consideration with respect thereto. Upon surrender of a Certificate for cancelation cancellation to the Exchange Agent, together with such the letter of transmittal, transmittal referred to in Section 3.3(a) duly executed and completed and validly executed, and such other documents as may reasonably be required by the Exchange Agentin accordance with its terms, the holder of such Certificate shall be entitled to receive in exchange therefor (i) a receipt evidencing certificate or certificates representing one or more Parent ADRs representing, in the aggregate, that whole number of whole Parent ADSs (together with cash in lieu and/or that whole number of any fractional Parent ADS Ordinary Shares elected to be received in accordance with Section 2.03(e))3.3, (ii) the amount of dividends or other distributions, if any, with a record date on or after the Effective Time which theretofore became payable with respect to such Parent ADSs and Parent Ordinary Shares, and (iii) the cash amount payable in lieu of cash, if any, that the aggregate number of shares of Company Common Stock previously represented by such Certificate shall have been converted pursuant to Section 2.01 into the right to receive, together with certain dividends or other distributions fractional Parent ADSs and Parent Ordinary Shares in accordance with Section 2.02(c3.4(e), in each case which such holder has the right to receive pursuant to the provisions of this Article III, and the Certificate so surrendered shall forthwith be canceled. In no event shall the holder of any Certificate be entitled to receive interest on any funds to be received in the Merger. In the event of a transfer of ownership of Company Common Stock that which is not registered in the transfer records of the Company, a receipt evidencing the proper certificate or certificates representing that whole number of Parent Ordinary Shares elected to be received in accordance with Section 3.3 and/or one or more Parent ADRs representing, in the aggregate, that whole number of Parent ADSs, plus the cash amount payable in lieu of fractional Parent Ordinary Shares and Parent ADSs in accordance with Section 3.4(e), may be issued and/or the proper amount of cash may be paid, as appropriate, in exchange therefor to a person other than the person in whose name transferee if the Certificate so surrendered representing such Company Common Stock is registered if presented to the Exchange Agent accompanied by all documents required to evidence and effect such Certificate shall be properly endorsed or otherwise be in proper form for transfer and the person requesting such issuance shall pay by evidence that any applicable stock transfer or other taxes required by reason of the issuance of Parent ADSs to a person other than the registered holder of such Certificate or establish to the satisfaction of Parent that such tax has have been paid or is not applicablepaid. Until surrendered as contemplated by this Section 2.03(b3.4(b) and subject to Section 3.4(c), each Certificate shall be deemed at any time shall, after the Effective Time to Time, represent for all purposes only the right to receive upon such surrender the Merger Consideration that whole number of Parent Ordinary Shares and/or Parent ADSs into which the holder thereof has the right to receive pursuant to the provisions number of shares of Company Common Stock shown thereon have been converted as contemplated by this Article II, certain dividends or other distributions III plus the cash amount payable in lieu of fractional Parent ADSs and Parent Ordinary Shares in accordance with Section 2.03(c3.4(e). Notwithstanding the foregoing, certificates representing Company Common Stock surrendered for exchange by any Person constituting an "Affiliate" of the Company for purposes of Section 6.16 shall not be exchanged until Parent has received an Affiliate Agreement (as defined in Section 6.16) and cash as provided in lieu of any fractional Parent ADS in accordance withSection 6.16.

Exchange Procedures. As soon as reasonably practicable after the Effective Time, the Exchange Agent shall mail to each holder of record of a Certificate whose shares were converted into the right to receive the applicable Merger Consideration pursuant to Section 2.01, (i) a form of letter of transmittal in customary form (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Agent and shall be in customary form and have such other provisions as Parent may reasonably specifyAgent) and (ii) instructions for use in surrendering effecting the surrender of the Certificates in exchange for the applicable Merger Consideration with respect theretocertificates 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 cancelation cancellation to the Exchange AgentAgent or to such other agent or agents as may be appointed by Public Company, together with such letter of transmittal, duly completed and validly executed, and such other documents as may reasonably be required by the Exchange Agent, the holder of such Certificate shall be entitled to receive in exchange therefor a receipt evidencing certificate representing that number of whole Parent ADSs (together with 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 any fractional Parent ADS in accordance with Section 2.03(e)), if any, and the amount of cash, if any, that the aggregate number of shares of Company Common Stock previously represented by such Certificate shall have been converted pursuant to Section 2.01 into the right to receive, together with certain 2.3(c) and any dividends or other distributions in accordance with then payable pursuant to Section 2.02(c2.3(d), and the Certificate so surrendered shall forthwith immediately be canceledcancelled. In the event of a transfer of ownership of Company Merger Partner Common Stock that which is not registered in the transfer records of the CompanyMerger Partner, a receipt evidencing certificate representing the proper number of Parent ADSs shares of Public Company Common Stock plus cash in lieu of fractional shares pursuant to Section 2.3(c) and any dividends or distributions pursuant to Section 2.3(d) may be issued and/or the proper amount of cash may be paid, as appropriate, in exchange therefor or paid to a person other than the person in whose name the Certificate so surrendered is registered registered, if such Certificate shall be properly endorsed or otherwise be in proper form for is presented to the Exchange Agent, accompanied by all documents required to evidence and effect such transfer and the person requesting such issuance shall pay by evidence that any applicable stock transfer or other taxes required by reason of the issuance of Parent ADSs to a person other than the registered holder of such Certificate or establish to the satisfaction of Parent that such tax has have been paid or is not applicablepaid. Until surrendered as contemplated by this Section 2.03(b)2.3, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration that the holder thereof has the right to receive pursuant to the provisions certificate representing shares of this Article II, certain dividends or other distributions in accordance with Section 2.03(c) and Public Company Common Stock plus cash in lieu of fractional shares pursuant to Section 2.3(c) and any fractional Parent ADS in accordance withdividends or distributions then payable pursuant to Section 2.3(d), as contemplated by this Section 2.3.

Exchange Procedures. As soon as reasonably practicable after the Effective Time, Parent shall cause the Exchange Paying Agent shall to mail to each holder of record of a Certificate whose shares were converted into the right to receive the applicable Merger Consideration pursuant to Section 2.01, (i) a form of letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Exchange Paying Agent and which shall be in customary form and have such other provisions as Parent may reasonably specify) and (ii) instructions for use in surrendering effecting the surrender of the Certificates in exchange for the applicable Merger Consideration with respect theretoConsideration. Upon surrender Each holder of record of a Certificate for cancelation shall, upon surrender to the Exchange AgentPaying Agent of such Certificate, together with such letter of transmittal, duly completed and validly executed, and such other documents as may reasonably be required by the Exchange Paying Agent, the holder of such Certificate shall be entitled to receive in exchange therefor a receipt evidencing that number of whole Parent ADSs (together with cash in lieu of any fractional Parent ADS in accordance with Section 2.03(e)), if any, and the amount of cash, if any, that cash which the aggregate number of shares of Company Common Stock previously represented by such Certificate shall have been converted pursuant to Section 2.01 into the right to receive, together with certain dividends or other distributions in accordance with receive pursuant to Section 2.02(c2.01(c), and the Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of Company Common Stock that which is not registered in the transfer records of the Company, a receipt evidencing payment of the proper number of Parent ADSs Merger Consideration may be issued and/or the proper amount of cash may be paid, as appropriate, in exchange therefor made to a person other than the person in whose name the Certificate so surrendered is registered if such Certificate shall be properly endorsed or otherwise be in proper form for transfer and the person requesting such issuance payment shall pay any transfer or other taxes required by reason of the issuance payment of Parent ADSs the Merger Consideration to a person other than the registered holder of such Certificate or establish to the reasonable satisfaction of Parent that such tax has been paid or is not applicable. Until surrendered as contemplated by this Section 2.03(b2.02(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 that which the holder thereof has the right to receive in respect of such Certificate pursuant to this Article II. No interest shall be paid or will accrue on any cash payable to holders of Certificates pursuant to the provisions of this Article II, certain dividends or other distributions in accordance with Section 2.03(c) and cash in lieu of any fractional Parent ADS in accordance with.

Exchange Procedures. As soon as reasonably practicable possible after the Company Merger Effective TimeTime (but in any event within three (3) Business Days thereafter), Parent shall cause the Exchange Agent shall to mail to each holder of record of a Certificate or Certificates that immediately prior to the Company Merger Effective Time represented outstanding shares of Company Common Stock whose shares were converted into the right to receive the applicable Merger Consideration pursuant to Section 2.01, 3.1(c): (i) a form of letter of transmittal (a “Letter of Transmittal”) which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, pass to the Exchange Agent only upon proper delivery of the Certificates to the Exchange Agent and Agent, which Letter of Transmittal shall be in customary such form and have such other customary provisions as Parent and the Company may reasonably specify) agree upon, and (ii) instructions for use in surrendering effecting the surrender of the Certificates in exchange for the applicable Merger Consideration into which the number of shares of Company Common Stock previously represented by such Certificate shall have been converted pursuant to this Agreement, together with any amounts payable in respect theretoof the Fractional Share Consideration in accordance with Section 3.7 and dividends or other distributions on shares of Parent Common Stock in accordance with Section 3.3(e). Upon surrender of a Certificate for cancelation to the Exchange Agent, or to such other agent or agents reasonably satisfactory to the Company as may be appointed by Parent, together with such letter Letter of transmittal, Transmittal duly completed and validly executedexecuted in accordance with the instructions thereto, and such other documents as may reasonably be required by the Exchange Agent, the holder of such Certificate shall be entitled to receive in exchange therefor a receipt evidencing that number the Merger Consideration payable in respect of whole Parent ADSs (together with cash in lieu of any fractional Parent ADS in accordance with Section 2.03(e)), if any, and the amount of cash, if any, that the aggregate number of shares of Company Common Stock previously represented by such Certificate shall have been converted pursuant to Section 2.01 into the provisions of this Article III, plus any Fractional Share Consideration that such holder has the right to receive, together with certain receive pursuant to the provisions of Section 3.7 and any amounts that such holder has the right to receive in respect of dividends or other distributions on shares of Parent Common Stock in accordance with Section 2.02(c3.3(e) to be mailed or delivered by wire transfer, within three (3) Business Days following the later to occur of (A) the Company Merger Effective Time or (B) the Exchange Agent’s receipt of such Certificate (or affidavit of loss in lieu thereof), and the Certificate so surrendered shall be forthwith be canceledcancelled. The Exchange Agent shall accept such Certificates upon compliance with such reasonable terms and conditions as the Exchange Agent may impose to effect an orderly exchange thereof in accordance with customary exchange practices. In the event of a transfer of ownership of shares of Company Common Stock that is not registered in the transfer records of the Company, a receipt evidencing the proper number of Parent ADSs payment may be issued and/or the proper amount of cash may be paid, as appropriate, in exchange therefor made to a person other than the person in whose name the Certificate so surrendered is registered registered, if such Certificate shall be properly endorsed or otherwise be in proper form for transfer and the person requesting such issuance payment shall pay any transfer or other taxes required by reason of the issuance of Parent ADSs payment to a person other than the registered holder of such Certificate or establish to the satisfaction of Parent that such tax has been paid or is not applicable. Until surrendered as contemplated by this Section 2.03(b)3.3, each Certificate shall be deemed deemed, at any time after the Company Merger Effective Time Time, to represent only the right to receive receive, upon such surrender surrender, the Merger Consideration that as contemplated by this Article III. No interest shall be paid or accrue on any cash payable upon surrender of any Certificate or in respect of Book-Entry Shares on the holder thereof has Merger Consideration or the right Fractional Share Consideration payable upon the surrender of the Certificates or Book-Entry Shares or on any distributions to receive which holders of such Certificates or Book-Entry Shares are entitled pursuant to the provisions of this Article II, certain dividends or other distributions in accordance with Section 2.03(c3.3(e) and cash in lieu of any fractional Parent ADS in accordance withhereof.

Exchange Procedures. As soon as reasonably practicable Promptly after the Effective Time, the Exchange Agent shall mail to each holder of record of a Certificate whose or Certificates or Book Entry Shares that immediately prior to the Effective Time represented outstanding shares were converted into the right to receive the applicable Merger Consideration pursuant to Section 2.01, of Company Common Stock (i) a form of letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Exchange Agent or receipt by the Exchange Agent of an “agent’s message” with respect to Book Entry Shares, and shall be in customary form and have such other provisions as Parent may reasonably specifysubject to the reasonable approval of the Company prior to the Effective Time) and (ii) instructions for use in surrendering effecting the surrender of the Certificates or Book Entry Shares in exchange for the applicable Merger Consideration with payable in respect theretoof the shares of Company Common Stock represented thereby. Upon surrender of a Certificate Certificates or Book Entry Shares for cancelation cancellation to the Exchange Agent, Agent together with such letter of transmittal, duly properly completed and validly duly executed, and such other documents as may reasonably be required by the Exchange Agentpursuant to such instructions, the holder of such Certificate Certificates or Book Entry Shares shall be entitled to receive in exchange therefor a receipt evidencing that (A) one or more shares of Parent Common Stock (which shall be in uncertificated book-entry form) representing, in the aggregate, the whole number of whole shares of Parent ADSs (together with cash in lieu of any fractional Parent ADS in accordance with Section 2.03(e)), if any, and the amount of cashCommon Stock, if any, that such holder has the aggregate number of right to receive pursuant to Section 1.6 (after taking into account all shares of Company Common Stock previously represented by all Certificates then held by such Certificate shall have been converted holder) and (B) a check in the amount equal to the cash portion of the Merger Consideration that such holder has the right to receive pursuant to Section 2.01 into the right 1.6 and this Article 2, including cash payable in lieu of any fractional shares of Parent Common Stock pursuant to receive, together with certain Section 2.1(e) and dividends or and other distributions pursuant to Section 2.1(c). No interest shall be paid or accrued on any Merger Consideration, cash in accordance with Section 2.02(c), lieu of fractional shares or on any unpaid dividends and the Certificate so surrendered shall forthwith be canceleddistributions payable to holders of Certificates or Book Entry Shares. In the event of a transfer of ownership of shares of Company Common Stock that is not registered in the transfer records of the Company, a receipt evidencing the proper number Merger Consideration payable in respect of Parent ADSs such shares of Company Common Stock may be issued and/or the proper amount of cash may be paid, as appropriate, in exchange therefor paid to a person other than the person in whose name transferee if the Certificate so surrendered representing such shares of Company Common Stock is registered if presented to the Exchange Agent, accompanied by all documents required to evidence and effect such Certificate shall be properly endorsed or otherwise be in proper form for transfer and the person Person requesting such issuance exchange shall pay to the Exchange Agent in advance any transfer or other taxes Taxes required by reason of the issuance delivery of Parent ADSs to a person the Merger Consideration in any name other than that of the registered holder of such the Certificate surrendered, or required for any other reason, or shall establish to the satisfaction of Parent the Exchange Agent that such tax Tax has been paid or is not applicablepayable. Until surrendered as contemplated by this Section 2.03(b)2.1, each Certificate and Book Entry Share shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration that payable in respect of the holder thereof has the right to receive pursuant to the provisions shares of this Article IICompany Common Stock represented thereby, certain dividends or other distributions in accordance with Section 2.03(c) and cash in lieu of any fractional shares of Parent ADS in accordance withCommon Stock to which such holder is entitled pursuant to Section 2.1(e) and any dividends or other distributions to which such holder is entitled pursuant to Section 2.1(c).

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 whose certificate or certificates which immediately prior to the Effective Time represented outstanding shares were converted into of Company Common Stock, other than shares to be canceled or retired in accordance with Section 3.1(b) hereof (such -------------- certificates, the right to receive the applicable Merger Consideration pursuant to Section 2.01, "Certificates") (i) a form of letter of transmittal (transmittal, which shall ------------ specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Agent and shall be in customary form and have such other provisions as Parent may reasonably specify) Agent, and (ii) instructions for use in surrendering effecting the surrender of the Certificates in exchange for the applicable Merger Consideration with respect theretocertificates representing shares of Parent Common Stock. Upon surrender of a Certificate for cancelation cancellation to the Exchange Agent, together with such letter of transmittal, duly completed and validly executed, and such other documents as may reasonably be required by the Exchange Agent, the holder of such Certificate shall be entitled to receive in exchange therefor a receipt evidencing certificate representing that number of whole Parent ADSs (together with cash in lieu of any fractional Parent ADS in accordance with Section 2.03(e)), if any, and the amount of cash, if any, that the aggregate number of shares of Company Parent Common Stock previously represented by which such Certificate shall have been converted pursuant to Section 2.01 into holder has the right to receivereceive pursuant to the provisions of this Article III, together with certain dividends or other distributions in accordance with Section 2.02(c), ----------- and the Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of Company Common Stock that which is not registered in the transfer records of the Company, a receipt evidencing certificate representing the proper number of shares of Parent ADSs Common Stock may be issued and/or the proper amount of cash may be paid, as appropriate, in exchange therefor to a person Person other than the person Person in whose name the Certificate so surrendered is registered registered, if such Certificate shall be properly endorsed or otherwise be in proper form for transfer and the person Person requesting such issuance payment shall pay any transfer or other taxes required by reason of the issuance of shares of Parent ADSs Common Stock to a person Person other than the registered holder of such Certificate or establish to the satisfaction of Parent that such tax has been paid or is not applicable. Until surrendered as contemplated by this Section 2.03(b)------- 3.2, each Certificate shall be deemed at any time after the Effective Time to --- represent only the right to receive upon such surrender the Merger Consideration that certificate representing the holder thereof has the right to receive pursuant to the provisions appropriate number of this Article IIwhole shares of Parent Common Stock, certain dividends or other distributions in accordance with Section 2.03(c) and cash in lieu of any fractional shares of Parent ADS Common Stock and any dividends to the extent provided in accordance withSection 3.2(c) hereof as contemplated by this Section 3.2. No -------------- ----------- interest will be paid or will accrue on any cash payable in lieu of any fractional shares of Parent Common Stock.

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 the Company Common Stock (the "Certificates") whose shares were converted pursuant to Section 2.1 into the right to receive the applicable Merger Consideration pursuant to Section 2.01, shares of Buyer Common Stock (i) a form of letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Agent and shall be in customary such form and have such other provisions as Parent the Buyer may reasonably specify) and (ii) instructions for use in surrendering effecting the surrender of the Certificates in exchange for the applicable Merger Consideration with respect theretocertificates representing shares of Buyer Common Stock (plus cash in lieu of fractional shares, if any, of Buyer Common Stock and any dividends or distributions as provided below). Upon surrender of a Certificate for cancelation cancellation to the Exchange AgentAgent or to such other agent or agents as may be appointed by the Buyer, together with such letter of transmittal, duly completed and validly executed, and such other documents as may reasonably be required by the Exchange Agent, the holder of such Certificate shall be entitled to receive in exchange therefor a receipt evidencing certificate representing that number of whole Parent ADSs (together with shares of Buyer Common Stock which such holder has the right to receive pursuant to the provisions of this Article II plus cash in lieu of any fractional Parent ADS in accordance with Section 2.03(e)), if any, and the amount of cash, if any, that the aggregate number of shares of Company Common Stock previously represented by such Certificate shall have been converted pursuant to Section 2.01 into the right to receive, together with certain 2.2(e) and any dividends or other distributions in accordance with pursuant to Section 2.02(c2.2(c), and the Certificate so surrendered shall forthwith immediately be canceled. In the event of a transfer of ownership of Company Common Stock that which is not registered in the transfer records of the Company, a receipt evidencing certificate representing the proper number of Parent ADSs shares of Buyer Common Stock plus cash in lieu of fractional shares pursuant to Section 2.2(e) and any dividends or distributions pursuant to Section 2.2(c) may be issued and/or the proper amount of cash may be paid, as appropriate, in exchange therefor and paid to a person other than the person in whose name the Certificate so surrendered surrender is registered registered, if such Certificate shall be properly endorsed or otherwise be in proper form for is presented to the Exchange Agent, accompanied by all documents required to evidence and effect such transfer and the person requesting such issuance shall pay by evidence that any applicable stock transfer or other taxes required by reason of the issuance of Parent ADSs to a person other than the registered holder of such Certificate or establish to the satisfaction of Parent that such tax has have been paid or is not applicablepaid. Until surrendered as contemplated by this Section 2.03(b)2.2, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration that the holder thereof has the right to receive pursuant to the provisions certificate representing shares of this Article II, certain dividends or other distributions in accordance with Section 2.03(c) and Buyer Common Stock plus cash in lieu of fractional shares pursuant to Section 2.2(e) and any fractional Parent ADS in accordance withdividends or distributions pursuant to Section 2.2(c) as contemplated by this Section 2.2.

Exchange Procedures. As soon as reasonably practicable after the Effective Time (and in any event, no later than five business days after the Effective Time), the Exchange Agent shall mail to each holder of record of a Certificate whose shares were converted into the right to receive the applicable Merger Consideration pursuant to Section 2.01, (i) a form of letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Agent and shall be in customary such form and have such other provisions as Parent the Buyer may reasonably specify) and (ii) instructions for use in surrendering effecting the surrender of the Certificates in exchange for (A) certificates representing shares of Buyer Common Stock (plus cash in lieu of fractional shares, if any, of Buyer Common Stock and any dividends or distributions as provided below) plus (B) the applicable Merger Consideration Per Share Cash Payment payable with respect theretosuch Certificate. Upon surrender of a Certificate for cancelation cancellation to the Exchange AgentAgent or to such other agent or agents as may be appointed by the Buyer, together with such letter of transmittal, duly completed and validly executed, and such other documents as may reasonably be required by the Exchange Agent, the holder of such Certificate shall be entitled to receive in exchange therefor (and the Exchange Agent shall transmit to such holder no later than five business days after receipt of the foregoing items from such holder) a receipt evidencing certificate representing that number of whole Parent ADSs (together with shares of Buyer Common Stock and the Per Share Cash Payment that such holder has the right to receive pursuant to the provisions of this Article II plus cash in lieu of any fractional Parent ADS in accordance with Section 2.03(e)), if any, and the amount of cash, if any, that the aggregate number of shares of Company Common Stock previously represented by such Certificate shall have been converted pursuant to Section 2.01 into the right to receive, together with certain 2.2(e) and any dividends or other distributions in accordance with then payable pursuant to Section 2.02(c2.2(c), and the Certificate so surrendered shall forthwith immediately be canceledcancelled. No interest will accrue or be paid on any payment payable upon the surrender of any Certificate for the benefit of the holder of such Certificate. In the event of a transfer of ownership of Company Common Stock that is not registered in the transfer records of the Company, a receipt evidencing certificate representing the proper number of Parent ADSs shares of Buyer Common Stock and the Per Share Cash Payment, plus cash in lieu of fractional shares pursuant to Section 2.2(e) and any dividends or distributions then payable pursuant to Section 2.2(c) may be issued and/or the proper amount of cash may be paid, as appropriate, in exchange therefor or paid to a person Person (as defined below) other than the person Person in whose name the Certificate so surrendered is registered if such Certificate shall be properly endorsed or otherwise be in proper form for transfer and the person requesting such issuance shall pay any transfer or other taxes required by reason of the issuance of Parent ADSs to a person other than the registered holder of such Certificate or establish to the satisfaction of Parent that such tax has been paid or is not applicable. Until surrendered as contemplated by this Section 2.03(b), each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration that the holder thereof has the right to receive pursuant to the provisions of this Article II, certain dividends or other distributions in accordance with Section 2.03(c) and cash in lieu of any fractional Parent ADS in accordance withregistered,

Exchange Procedures. As soon as reasonably practicable after the Effective Time, Parent shall cause the Exchange Paying Agent shall to mail to each holder of record of a Certificate whose shares were converted into the right to receive the applicable Merger Consideration pursuant to Section 2.01, (i) a form of letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Exchange Paying Agent and which shall be in customary form and have such other provisions as Parent may reasonably specify) and (ii) instructions for use in surrendering effecting the surrender of the Certificates in exchange for the applicable Merger Consideration with respect theretoConsideration. Upon surrender Each holder of record of a Certificate for cancelation shall, upon surrender to the Exchange AgentPaying Agent of such Certificate, together with such letter of transmittal, duly completed and validly executed, and such other documents as may reasonably be required by the Exchange Paying Agent, the holder of such Certificate shall be entitled to receive in exchange therefor a receipt evidencing that number of whole Parent ADSs (together with cash in lieu of any fractional Parent ADS in accordance with Section 2.03(e)), if any, and the amount of cash, if any, that cash which the aggregate number of shares of Company Common Stock previously represented by such Certificate shall have been converted pursuant to Section 2.01 into the right to receive, together with certain dividends or other distributions in accordance with receive pursuant to Section 2.02(c2.01(c), and the Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of Company Common Stock that which is not registered in the transfer records of the Company, a receipt evidencing payment of the proper number of Parent ADSs Merger Consideration may be issued and/or the proper amount of cash may be paid, as appropriate, in exchange therefor made to a person other than the person in whose name the Certificate so surrendered is registered if such Certificate shall be properly endorsed or otherwise be in proper form for transfer and the person requesting such issuance payment shall pay any transfer or other taxes required by reason of the issuance payment of Parent ADSs the Merger Consideration to a person other than the registered holder of such Certificate or establish to the satisfaction reasonable satis faction of Parent that such tax has been paid or is not applicable. Until surrendered as contemplated by this Section 2.03(b2.02(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 that which the holder thereof has the right to receive in respect of such Certificate pursuant to this Article II. No interest shall be paid or will accrue on any cash payable to holders of Certificates pursuant to the provisions of this Article II, certain dividends or other distributions in accordance with Section 2.03(c) and cash in lieu of any fractional Parent ADS in accordance with.

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 applicable Merger Consideration pursuant to Section 2.012.2, (i) a form of letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Agent and shall be in customary such form and have such other provisions as Parent may reasonably specify) and (ii) instructions for use in surrendering the Certificates in exchange for the applicable Merger Consideration with respect theretoConsideration. Upon surrender of a Certificate for cancelation cancellation to the Exchange Agent, together with such letter of transmittal, duly completed and validly executed, and such other documents as may reasonably be required by the Exchange Agent, the holder of such Certificate shall be entitled to receive in exchange therefor (i) the cash which such holder has the right to receive pursuant to the provisions of Section 2.2, (ii) a receipt evidencing certificate representing that number of whole Parent ADSs (together with cash in lieu of any fractional Parent ADS in accordance with Section 2.03(e)), if any, and the amount of cash, if any, that the aggregate number of shares of Company Parent Common Stock previously represented by which such Certificate shall have been converted pursuant to Section 2.01 into holder has the right to receivereceive pursuant to the provisions of Section 2.2, together with (iii) certain dividends or other distributions in accordance with Section 2.02(c2.3(c) and (iv) cash in lieu of any fractional share of Parent Common Stock in accordance with Section 2.3(e), and the Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of Company Common Stock that which is not registered in the transfer records of the Company, a receipt evidencing the proper number of Parent ADSs Merger Consideration may be issued and/or the proper amount of cash may be paid, as appropriate, in exchange therefor and paid to a person Person other than the person Person in whose name the Certificate so surrendered is registered if such Certificate shall be properly endorsed or otherwise be in proper form for transfer and the person Person requesting such issuance shall pay any transfer or other taxes required by reason of the issuance or payment of Parent ADSs the Merger Consideration to a person Person other than the registered holder of such Certificate or establish to the satisfaction of Parent that such tax has been paid or is not applicable. Until surrendered as contemplated by this Section 2.03(b), each Each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender in accordance with this Section 2.3 the Merger Consideration that which the applicable holder thereof of shares of Company Common Stock has the right to receive pursuant to the provisions of this Article IISection 2.2, certain dividends or other distributions in accordance with Section 2.03(c) and cash in lieu of any fractional shares of Parent ADS in accordance withCommon 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 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 applicable Merger Consideration pursuant to Section 2.012.1(b), (i) a form of letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Agent and shall be in customary such form and have such other provisions as Parent the Company and Acquiror may reasonably specify) and (ii) instructions for use in surrendering the Certificates in exchange for the applicable Merger Consideration with respect theretoConsideration. Upon surrender of a Certificate for cancelation cancellation to the Exchange Agent, together with such letter of transmittal, duly completed and validly executed, and such other documents as may reasonably be required by the Exchange Agent, the holder of such Certificate shall be entitled to receive in exchange therefor a receipt evidencing certificate representing that number of whole Parent ADSs (together shares of Acquiror Common Stock which such holder has the right to receive pursuant to the provisions of this Article 2, certain dividends or other distributions, if any, in accordance with Section 2.2(c) and cash in lieu of any fractional Parent ADS share of Acquiror Common Stock in accordance with Section 2.03(e)), if any, and the amount of cash, if any, that the aggregate number of shares of Company Common Stock previously represented by such Certificate shall have been converted pursuant to Section 2.01 into the right to receive, together with certain dividends or other distributions in accordance with Section 2.02(c2.2(e), and the Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of Company Common Stock that which is not registered in the transfer records of the Company, a receipt evidencing certificate representing the proper number of Parent ADSs shares of Company Common Stock may be issued and/or the proper amount of cash may be paid, as appropriate, in exchange therefor to a person other than the person in whose name the Certificate so surrendered is registered if such Certificate shall be is properly endorsed or otherwise be in proper form for transfer and the person requesting such issuance shall pay pays any transfer or other taxes required by reason of the issuance of Parent ADSs shares of Acquiror Common Stock to a person other than the registered holder of such Certificate or establish establishes to the satisfaction of Parent Acquiror that such tax has been paid or is not applicable. Until surrendered as contemplated by this Section 2.03(b)2.2, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration that the holder thereof has the right to receive in respect of such Certificate pursuant to the provisions of this Article II2, certain dividends or other distributions distributions, if any, in accordance with Section 2.03(c2.2(c) and cash in lieu of any fractional Parent ADS share of Acquiror Common Stock in accordance withwith Section 2.2(e). No interest shall be paid or will accrue on any cash payable to holders of Certificates pursuant to the provisions of this Article 2.

Exchange Procedures. As soon as reasonably practicable after the Effective Time, but no later than two days thereafter, the Exchange Agent shall mail to each holder of record of a Certificate whose shares were converted into the right to receive the applicable Merger Consideration pursuant to Section 2.012.1 of this Agreement, (i) a form of letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Agent and shall be in customary such form and have such other provisions as Parent and the Company may reasonably specify) and (ii) instructions for use in surrendering effecting the surrender of the Certificates in exchange for the applicable Merger Consideration with respect theretoConsideration. Upon surrender of a Certificate for cancelation cancellation to the Exchange Agent, together with such letter of transmittal, duly completed and validly executed, and such other documents as may reasonably be required by the Exchange Agent, the holder of such Certificate shall be entitled to receive in exchange therefor a receipt evidencing Parent certificate representing that number of whole Parent ADSs (together with cash in lieu of any fractional Parent ADS in accordance with Section 2.03(e)), if any, and the amount of cash, if any, that the aggregate number of shares of Company Parent Common Stock previously represented by issuable to such Certificate shall have been converted holder pursuant to Section 2.01 into the right to receiveMerger, together with certain dividends or other distributions in accordance with Section 2.02(c)2.2(c) and cash in lieu of any fractional share in accordance with Section 2.2(e) that such holder has the right to receive pursuant to the provisions of this Article II, and the Certificate so surrendered shall forthwith be canceledcancelled. Any other cash distributions made in accordance with Section 2.2(c) and 2.2(e) shall be paid by check or wire transfer. In the event of a transfer of ownership of Company Common Stock that is not registered in the transfer records of the Company, a receipt evidencing certificate representing the proper number of shares of Parent ADSs Common Stock may be issued and/or the proper amount of cash may be paid, as appropriate, in exchange therefor to a person Person other than the person Person in whose name the Certificate so surrendered is registered if such Certificate shall be properly endorsed or otherwise be in proper form for transfer and the person Person requesting such issuance shall pay any transfer or other non-income taxes required by reason of the issuance of shares of Parent ADSs Common Stock to a person Person other than the registered holder of such Certificate or establish to the satisfaction of Parent that such tax has been paid or is not applicable. Until surrendered as contemplated by this Section 2.03(b)2.2, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration that the holder thereof has the right to receive pursuant to the provisions of this Article II, and, if applicable, certain dividends or other distributions in accordance with Section 2.03(c) and 2.2(c). No interest will be paid or will accrue on any cash in lieu payable to holders of any fractional Parent ADS in accordance withCertificates pursuant to the provisions of this Article II.

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 of Company Common Stock (the "CERTIFICATES") whose shares were converted into the right to receive the applicable Merger Consideration shares of Acquiror Common Stock pursuant to Section 2.012.1, (i) a form of letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Agent and shall be in customary such form and have such other provisions as Parent Acquiror may reasonably specify) and (ii) instructions for use in surrendering effecting the surrender of the Certificates in exchange for the applicable Merger Consideration with respect theretocertificates representing shares of Acquiror Common Stock and cash in lieu of any fractional share. Upon surrender of a Certificate for cancelation cancellation to the Exchange AgentAgent or to such other agent or agents as may be appointed by Acquiror, together with such letter of transmittal, duly completed and validly executed, and such other documents as may reasonably be required by the Exchange Agent, the holder of such Certificate shall be entitled to receive in exchange therefor a receipt evidencing certificate representing that number of whole Parent ADSs (together with shares of Acquiror Common Stock, and cash in lieu of any fractional Parent ADS in accordance with Section 2.03(e))share, if any, and the amount of cash, if any, that the aggregate number of shares of Company Common Stock previously represented by which such Certificate shall have been converted pursuant to Section 2.01 into holder has the right to receive, together with certain dividends or other distributions in accordance with Section 2.02(c)receive pursuant to the provisions of this Article II, and the Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of Company Common Stock that which is not registered in the transfer records of the Company, a receipt evidencing certificate representing the proper number of Parent ADSs shares of Acquiror Common Stock and cash in lieu of any fractional share may be issued and/or the proper amount of cash may be paid, as appropriate, in exchange therefor to a person other than the person in whose name the Certificate so surrendered is registered registered, if such Certificate shall be properly endorsed or otherwise be in proper form for transfer and the person requesting such issuance and payment shall pay any transfer or other taxes required by reason of the issuance of Parent ADSs shares of Acquiror Common Stock and payment of cash in lieu of any fractional share to a person other than the registered holder of such Certificate or establish to the satisfaction of Parent Acquiror that such tax has been paid or is not applicable. Until surrendered as contemplated by this Section 2.03(b)2.2, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration that the holder thereof has the right to receive pursuant to the provisions certificate representing shares of this Article II, certain dividends or other distributions in accordance with Section 2.03(c) Acquiror Common Stock and cash in lieu of any fractional Parent ADS shares of Acquiror Common Stock as contemplated by this Section 2.2. No interest will be paid or will accrue on any shares of Acquiror Common Stock or cash payable in accordance withlieu of any fractional shares of Acquiror Common Stock. (c)

Exchange Procedures. As soon as reasonably practicable after the Effective Time, Newco shall cause the Exchange Agent shall to mail to each holder of record of a Certificate whose certificate or certificates which immediately prior to the Effective Time represented issued and outstanding shares were of Cybex Common Stock or Apex Common Stock (including persons who purchase Apex Common Stock prior to the Effective Time upon exercise of Apex Options or Apex Stock Purchase Plan Options in accordance with Section 1.8 or who purchase Cybex Common Stock prior to the Effective Time upon exercise of Cybex Options in accordance with Section 1.9) which shall be converted into the right to receive the applicable Merger Consideration Newco Common Stock pursuant to Section 2.01Sections 1.2 or 1.3 (collectively, the "CERTIFICATES"), (i) a form of letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Agent and shall be in customary such form and have such other provisions as Parent Apex and Cybex may reasonably specify) and (ii) instructions for use in surrendering effecting the surrender of the Certificates in exchange for the applicable Merger Consideration with respect theretocertificates representing Newco Common Stock. Upon surrender of a Certificate for cancelation cancellation to the Exchange Agent, together with such a duly executed letter of transmittal, duly completed and validly executed, transmittal and such other documents as may be reasonably be required by the Exchange Agent, the holder of such Certificate shall be entitled to receive in exchange therefor a receipt evidencing certificate representing that number of whole Parent ADSs (together with shares of Newco Common Stock and cash in lieu of any fractional Parent ADS in accordance with Section 2.03(e)), if any, and the amount of cash, if any, that the aggregate number of shares of Company Common Stock previously represented by which such Certificate shall have been converted pursuant to Section 2.01 into holder has the right to receive, together with certain dividends or other distributions in accordance with Section 2.02(c)receive pursuant to the provisions of this Agreement and the Plans of Merger, and the Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of Company shares of Apex Common Stock that or Cybex Common Stock which is not registered in on the transfer records of the CompanyApex or Cybex, respectively, a receipt evidencing certificate representing the proper number of Parent ADSs shares of Newco Common Stock may be issued and/or the proper amount of cash may be paid, as appropriate, in exchange therefor to a person other than the person in whose name transferee if (i) the Certificate so surrendered representing such Apex Common Stock or Cybex Common Stock is registered if such Certificate shall be presented to the Exchange Agent, properly endorsed or otherwise be in proper form for and accompanied by all documents required to evidence and effect such transfer and (ii) the person persons requesting such issuance shall pay exchange have paid to Newco or any agent designated by it any transfer or other taxes required by reason of such transfer or the issuance of Parent ADSs to a person other than the registered holder of Certificate representing such Certificate Apex Common Stock or establish to the satisfaction of Parent Cybex Common Stock transferred is accompanied by evidence that such tax has any applicable stock transfer taxes have been paid or is not applicablepaid. Until surrendered as contemplated by this Section 2.03(b)1.12 and the Plans of Merger, each Certificate shall be deemed at any time deemed, on and after the Effective Time Time, to represent only evidence the ownership of the number of full shares of Newco Common Stock into which such shares of Apex Common Stock or Cybex Common Stock, as the case may be, shall have been so converted and the right to receive upon such surrender the Merger Consideration that the holder thereof has the right to receive pursuant to the provisions of this Article II, certain dividends or other distributions in accordance with Section 2.03(c) and cash an amount in lieu of any fractional Parent ADS in accordance withshares of Newco Common Stock as contemplated by Section 1.7, the Plans of Merger and the Washington Law or Alabama Law, as applicable.

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 immediately prior to the Effective Time whose shares were are converted pursuant to this Article II into the right to receive the applicable Merger Consideration pursuant to Section 2.01, (i) Parent Ordinary Shares or Parent ADSs a form of letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Agent and shall be in customary such form and have such other provisions as the Surviving Corporation or Parent may reasonably specify) and (ii) providing instructions for use in surrendering effecting the surrender of Certificates in exchange for the applicable Merger Consideration with respect theretocertificates representing Parent ADRs which represent Parent ADSs or Parent Ordinary Shares and cash in lieu of fractional Parent ADSs or Parent Ordinary Shares. Upon surrender of a Certificate for cancelation cancellation to the Exchange Agent, together with such letter of transmittal, transmittal duly executed and completed and validly executed, and such other documents as may reasonably be required by the Exchange Agentin accordance with its terms, the holder of such Certificate shall be entitled to receive in exchange therefor (i) a receipt evidencing certificate or certificates representing one or more Parent ADRs representing, in the aggregate, that whole number of whole Parent ADSs (together with cash in lieu and/or that whole number of any fractional Parent ADS Ordinary Shares elected to be received in accordance with Section 2.03(e))2.6, (ii) the amount of dividends or other distributions, if any, with a record date on or after the Effective Time which theretofore became payable with respect to such Parent ADSs and Parent Ordinary Shares, and (iii) the cash amount payable in lieu of cash, if any, that the aggregate number of shares of Company Common Stock previously represented by such Certificate shall have been converted pursuant to Section 2.01 into the right to receive, together with certain dividends or other distributions fractional Parent ADSs and Parent Ordinary Shares in accordance with Section 2.02(c2.7(e), and the Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of Company Common Stock that is not registered in the transfer records of the Company, a receipt evidencing the proper number of Parent ADSs may be issued and/or the proper amount of cash may be paid, as appropriate, in exchange therefor to a person other than the person in whose name the Certificate so surrendered is registered if each case which 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 reason of the issuance of Parent ADSs to a person other than the registered holder of such Certificate or establish to the satisfaction of Parent that such tax has been paid or is not applicable. Until surrendered as contemplated by this Section 2.03(b), each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration that the holder thereof has the right to receive pursuant to the provisions of this Article II, certain dividends and the Certificate so surrendered shall forthwith be canceled. In no event shall the holder of any Certificate be entitled to receive interest on any funds to be received in the Merger. In the event of a transfer of ownership of Company Common Stock which is not registered in the transfer records of the Company, a certificate or other distributions certificates representing that whole number of Parent Ordinary Shares elected to be received in accordance with Section 2.03(c) and 2.6 and/or one or more Parent ADRs representing, in the aggregate, that whole number of Parent ADSs, plus the cash amount payable in lieu of any fractional Parent ADS Ordinary Shares and Parent ADSs in accordance withwith Section 2.7(e), may be issued to a transferee if the Certificate representing such Company Common Stock is presented to the Exchange Agent accompanied by all documents required to evidence and effect such transfer and by evidence that any applicable stock transfer taxes have been paid. Until surrendered as contemplated by this Section 2.7(b) and subject to Section 2.7(c), each Certificate shall, after the Effective Time, represent for all purposes only the right to receive the whole number of Parent Ordinary Shares and/or Parent ADSs into which the number of shares of Company Common Stock shown thereon have been converted as contemplated by this Article II plus the cash amount payable in lieu of fractional Parent ADSs and Parent Ordinary Shares in accordance with Section 2.7(e). Notwithstanding the foregoing, certificates representing Company Common Stock surrendered for exchange by any Person constituting an "Affiliate" of the Company for purposes of Section 7.4 shall not be exchanged until Parent has received an Affiliate Agreement (as defined in Section 7.4) as provided in Section 7.4.

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 of Company Common Stock and associated Company Rights (the "Certificates") whose shares were and associated Company Rights are converted pursuant to Section 2.01(c) into the right to receive the applicable Merger Consideration pursuant to Section 2.01, shares of Parent Common Stock (i) a form of letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Agent and shall be in customary such form and have such other provisions as Parent the Surviving Corporation may reasonably specifyspecify (including, but not limited to, a request that each holder surrendering a Certificate state its adjusted tax basis, as determined for United States federal income tax purposes, in such surrendered Certificate) and (ii) instructions for use in surrendering effecting the surrender of the Certificates in exchange for the applicable Merger Consideration with respect theretocertificates representing shares of Parent Common Stock and cash in lieu of fractional shares. Upon surrender of a Certificate for cancelation cancellation to the Exchange Agent, together with such letter of transmittal, transmittal duly executed and completed and validly executed, and such other documents as may reasonably be required by the Exchange Agentin accordance with its terms, the holder of such Certificate shall be entitled to receive in exchange therefor a receipt evidencing certificate representing that number of whole shares of Parent ADSs (together with Common Stock, plus the cash amount payable in lieu of any fractional Parent ADS shares in accordance with Section 2.03(e)2.02(e), if any, and the amount of cash, if any, that the aggregate number of shares of Company Common Stock previously represented by which such Certificate shall have been converted pursuant to Section 2.01 into holder has the right to receive, together with certain dividends or other distributions in accordance with Section 2.02(c)receive pursuant to the provisions of this Article II, and the Certificate so surrendered shall forthwith be canceled. In no event shall the holder of any Certificate be entitled to receive interest on any funds to be received in the Merger. In the event of a transfer of ownership of Company Common Stock that which is not registered in the transfer records of the Company, a receipt evidencing the proper certificate representing that number of whole shares of Parent ADSs Common Stock, plus the cash amount payable in lieu of fractional shares in accordance with Section 2.02(e), may be issued and/or the proper amount of cash may be paid, as appropriate, in exchange therefor to a person other than the person in whose name transferee if the Certificate so surrendered representing such Company Common Stock is registered if presented to the Exchange Agent accompanied by all documents required to evidence and effect such Certificate shall be properly endorsed or otherwise be in proper form for transfer and the person requesting such issuance shall pay by evidence that any applicable stock transfer or other taxes required by reason of the issuance of Parent ADSs to a person other than the registered holder of such Certificate or establish to the satisfaction of Parent that such tax has have been paid or is not applicablepaid. Until surrendered as contemplated by this Section 2.03(b2.02(b), each Certificate shall be deemed at any time after the Effective Time for all corporate purposes of Parent, except as limited by paragraph (c) below, to represent only ownership of the right to receive upon such surrender number of shares of Parent Common Stock into which the Merger Consideration that the holder thereof has the right to receive pursuant to the provisions number of shares of Company Common Stock shown thereon have been converted as contemplated by this Article II. Notwithstanding the foregoing, certain dividends or other distributions Certificates representing Company Common Stock surrendered for exchange by any person constituting an "affiliate" of the Company for purposes of Section 6.04 shall not be exchanged until Parent has received an Affiliate Agreement as provided in accordance with Section 2.03(c) and cash in lieu of any fractional Parent ADS in accordance with6.04.

Exchange Procedures. As Promptly and as soon as reasonably practicable after the Effective Time, the Exchange Agent shall mail to each holder of record of a Certificate whose shares were converted into the right to receive the applicable Merger Consideration pursuant to Section 2.01an outstanding certificate or certificates which prior thereto represented Shares shall, (i) a form of letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates surrender to the Exchange Agent of such certificate or certificates and shall be in customary form and have such other provisions as Parent may reasonably specify) and (ii) instructions for use in surrendering the Certificates in exchange for the applicable Merger Consideration with respect thereto. Upon surrender of a Certificate for cancelation to the Exchange Agent, together with such letter of transmittal, duly completed and validly executed, and such other documents as may reasonably be required acceptance thereof by the Exchange Agent, the holder of such Certificate shall be entitled to receive in exchange therefor a receipt evidencing that certificates representing the number of whole full shares of Parent ADSs (together with cash in lieu of any fractional Parent ADS in accordance with Section 2.03(e))Common Stock, if any, to be received by the holder thereof pursuant to this Agreement and the amount of cash, if any, that which the aggregate number holder of such shares has the right to receive pursuant to this Agreement and the cash, if any, payable in lieu of any fractional shares, subject to the escrow provided for in Section 2.05. The Exchange Agent shall accept such certificates upon compliance with such reasonable terms and conditions as the Exchange Agent may impose to effect an orderly exchange thereof in accordance with normal exchange practices. After the Effective Time, there shall be no further transfer on the records of the Company Common Stock previously represented by such Certificate shall or its transfer agent of certificates representing Shares which have been converted pursuant to Section 2.01 this Agreement into the right to receive, together with certain dividends or other distributions in accordance with Section 2.02(c)receive the Merger Consideration, and if such certificates are presented to the Certificate Company for transfer, they shall be canceled against delivery of cash and/or certificates for shares of Parent Common Stock, as the case may be. If any certificate for such Parent Common Stock is to be issued in, or if cash is to be remitted to, a name other than that in which the certificate for Shares surrendered for exchange is registered, it shall be a condition of such exchange that the certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of Company Common Stock that is not registered in the transfer records of the Company, a receipt evidencing the proper number of Parent ADSs may be issued and/or the proper amount of cash may be paid, as appropriate, in exchange therefor to a person other than the person in whose name the Certificate so surrendered is registered if such Certificate shall be properly endorsed endorsed, with signature guaranteed, or otherwise be in proper form for transfer and that the person requesting such issuance exchange shall pay to Parent or its transfer agent any transfer or other taxes required by reason of the issuance of Parent ADSs to certificates for such Shares in a person name other than that of the registered holder of such Certificate the certificate surrendered, or establish to the satisfaction of Parent or its transfer agent that such tax has been paid or is not applicable. Until surrendered as contemplated by this Section 2.03(b), each Certificate certificate for Shares which have been converted into the right to receive the Merger Consideration shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration that the holder thereof has the right to receive pursuant to the provisions of this Article II, certain dividends or other distributions as contemplated by and determined in accordance with Section 2.03(c) Sections 2.01 and 2.02. No interest will be paid or will accrue on any cash payable as Merger Consideration or in lieu of any fractional shares of Parent ADS in accordance withCommon Stock.

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 Stock (each a "Certificate" and collectively, the "Certificates") whose shares were converted pursuant to this Article II into the right to receive the applicable Merger Consideration pursuant to Section 2.01, shares of Parent Common Stock (i) a form of letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of (1) the Certificates or (2) an affidavit in accordance with Section 2.2(h) to the Exchange Agent and shall be in customary such form and have such other provisions as Parent and the Company may reasonably specify) and (ii) instructions for use in surrendering effecting the surrender of the Certificates or affidavits in exchange for the applicable Merger Consideration with respect theretocertificates representing shares of Parent Common Stock. Upon surrender of a Certificate for cancelation cancellation to the Exchange AgentAgent or to such other agent or agents reasonably acceptable to the Company as may be appointed by Parent, 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, the holder of such Certificate shall be entitled to receive in exchange therefor (x) a receipt evidencing certificate representing that number of whole shares of Parent ADSs Common Stock which such holder has the right to receive, pursuant to the provisions of this Article II, and (together with y) cash in lieu of any fractional shares of Parent ADS Common Stock in accordance with Section 2.03(e)), if any, and the amount of cash, if any, that the aggregate number of shares of Company Common Stock previously represented by such Certificate shall have been converted pursuant to Section 2.01 into the right to receive, together with certain dividends or other distributions in accordance with Section 2.02(c2.2(e), and the Certificate so surrendered shall forthwith immediately be canceled. In the event of a transfer of ownership of Company Common Stock that which is not registered in the transfer records of the Company, a receipt evidencing certificate representing the proper number of shares of Parent ADSs Common Stock may be issued and/or the proper amount of cash may be paid, as appropriate, in exchange therefor to a person other than the person in whose name transferee if the Certificate so surrendered representing such Company Stock is registered if presented to the Exchange Agent, accompanied by all documents required to evidence and effect such Certificate shall be properly endorsed or otherwise be in proper form for transfer and the person requesting such issuance shall pay by evidence that any applicable stock transfer or other taxes required by reason of the issuance of Parent ADSs to a person other than the registered holder of such Certificate or establish to the satisfaction of Parent that such tax has have been paid or is not applicablepaid. Until surrendered as contemplated by this Section 2.03(b)Article II, 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 that the holder thereof has the right to receive pursuant to the provisions certificate representing shares of this Article II, certain dividends or other distributions in accordance with Section 2.03(c) Parent Common Stock and cash in lieu of any fractional shares of Parent ADS in accordance withCommon Stock as contemplated by this Article II.

Exchange Procedures. As soon as reasonably practicable practicable, and in any event within five (5) Business Days after the Effective Time, the Exchange Surviving Corporation will instruct the Paying Agent shall to mail to (A) each holder of record of a Common Stock Certificate whose that immediately prior to the Effective Time evidenced outstanding shares were converted into the right to receive the applicable Merger Consideration pursuant to Section 2.01(other than Excluded Shares and Dissenting Shares) of Common Stock and (B) each Series E Distribution Holder, (i1) a form of letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Common Stock Certificates or Series E Stock Certificates, as applicable, shall pass, only upon proper delivery of the Common Stock Certificates or Series E Stock Certificates, as applicable, to the Exchange Paying Agent and shall be in customary such form and have such other provisions as Parent the Surviving Corporation may reasonably specify) and (ii2) instructions for use in surrendering effecting the surrender of the Common Stock Certificates in exchange for the applicable amount of Merger Consideration with respect theretotherefor pursuant to Section 1.07(a) and the surrender of the Series E Stock Certificates in exchange for the amount of the Series E Distribution therefor Table of Contents pursuant to Section 1.07(d). Upon surrender of a Common Stock Certificate or a Series E Stock Certificate for cancelation cancellation to the Exchange AgentPaying Agent or to such other agent or agents as may be appointed by the Surviving Corporation, together with such a letter of transmittal, duly completed and validly executed, and such other customary documents as may reasonably be required by pursuant to such instructions (collectively, the Exchange Agent“Transmittal Documents”), the holder of such Common Stock Certificate or Series E Stock Certificate shall be entitled to receive in exchange therefor a receipt evidencing that number therefor, (i) in the case of whole Parent ADSs the Common Stock Certificate, the Merger Consideration for each share of Common Stock formerly represented by such Common Stock Certificate, and (together with cash ii) in lieu the case of the Series E Stock Certificate, the Series E Distribution for the fractional shares of Series E Preferred Stock formerly represented by such Series E Stock Certificate, in each case without any fractional Parent ADS in accordance with Section 2.03(e))interest thereon, if anyless any required withholding of Taxes, and the amount of cash, if any, that the aggregate number of shares of Company Common Stock previously represented by such Certificate shall have been converted pursuant to Section 2.01 into the right to receive, together with certain dividends or other distributions in accordance with Section 2.02(c), and the Series E Stock Certificate so surrendered shall forthwith thereupon be canceled. In the event of a transfer of ownership of Company Common Stock or Series E Preferred Stock that is not registered in the transfer records of the Company, a receipt evidencing the proper number of Parent ADSs Merger Consideration or Series E Distribution may be issued and/or and paid in accordance with this Article II to the proper amount transferee of cash may be paidsuch shares if the Common Stock Certificate or Series E Stock Certificate, as appropriateapplicable, in exchange therefor evidencing such shares is presented to a person other than the person in whose name the Certificate so surrendered Paying Agent and is registered if such Certificate shall be properly endorsed or otherwise be in proper form for transfer transfer. In such event, the signature on the Common Stock Certificate or Series E Stock Certificate, as applicable, or any related stock power must be properly guaranteed and the person Person requesting such issuance shall payment of the Merger Consideration or Series E Distribution must either pay any transfer or other taxes Taxes required by reason of the issuance of Parent ADSs payment to a person Person other than the registered holder of such the Common Stock Certificate or Series E Stock Certificate so surrendered or establish to the satisfaction of Parent the Surviving Corporation that such tax Tax has been paid or is not applicable. The Merger Consideration or Series E Distribution will be delivered by the Paying Agent as promptly as practicable following surrender of a Common Stock Certificate or Series E Stock Certificate, as applicable, and the related Transmittal Documents. Cash payments may be made by check unless otherwise required by a depositary institution in connection with the book-entry delivery of securities. No interest will be payable on any Merger Consideration or Series E Distribution. Until surrendered as contemplated by in accordance with this Section 2.03(b)2.01, each Common Stock Certificate or Series E Stock Certificate held by a Series E Distribution Holder shall be deemed at any time after the Effective Time to represent evidence only the right to receive receive, upon such surrender surrender, in the case of Common Stock Certificate, the Merger Consideration that for each share of Common Stock (other than Excluded Shares and Dissenting Shares) formerly represented by such Common Stock Certificate, and in the holder thereof has case of Series E Stock Certificate, the right to receive pursuant to Series E Distribution for the provisions fractional shares of Series E Preferred Stock formerly represented by such Series E Stock Certificate. The Payment Fund shall not be used for any purpose other than as set forth in this Article II. Any interest, certain dividends or other distributions income earned on the investment of cash held in the Payment Fund shall be for the account of the Surviving Corporation. The Merger Consideration delivered upon surrender of the Common Stock Certificates in accordance with Section 2.03(c) and cash the terms hereof shall be deemed to have been paid in lieu full satisfaction of any fractional Parent ADS all rights pertaining to such shares. The Series E Distribution delivered upon surrender of the Series E Stock Certificates in accordance withwith the terms hereof shall be deemed to have been paid in full satisfaction of all rights pertaining to such fractional shares of Series E Preferred Stock. Table of Contents

Exchange Procedures. As soon as reasonably practicable after the Effective Time, the Exchange Agent shall mail to each holder of record of a Certificate whose shares were converted into the right to receive the applicable Merger Consideration pursuant to Section 2.01, (i) a form of letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Agent and shall be in customary form and have such other provisions as Parent may reasonably specify) and (ii) instructions for use in surrendering the Certificates in exchange for the applicable Merger Consideration with respect thereto. Upon surrender of a Certificate for cancelation to the Exchange change Agent, together with such letter of transmittal, duly completed and validly executed, and such other documents as may reasonably be required by the Exchange Agent, the holder of such Certificate shall be entitled to receive in exchange therefor a receipt evidencing certificate representing that number of whole Parent ADSs (together with cash in lieu of any fractional Parent ADS in accordance with Section 2.03(e)), if any, and the amount of cash, if any, that the aggregate number of shares of Company CUC Common Stock previously represented by which such Certificate shall have been converted pursuant to Section 2.01 into holder has the right to receivereceive pursuant to the provisions of this Article II, together with certain dividends or other distributions in accordance with Section 2.02(c2.2(c) and cash in lieu of any fractional share of CUC Common Stock in accordance with Section 2.2(e), and the Certificate so surrendered shall forthwith be canceledcancelled. Notwithstanding anything to the contrary contained herein, no certificate representing CUC Common Stock or cash in lieu of a fractional share interest shall be delivered to a person who is an affiliate of HFS for purposes of qualifying the Merger for pooling of interests accounting treatment under Opinion 16 of the APB and applicable Securities and Exchange Commission ("SEC") rules and regulations, unless such person has executed and delivered an agreement in the form of Exhibit C hereto. In the event of a transfer surrender of ownership a Certificate representing shares of Company HFS Common Stock that is which are not registered in the transfer records of HFS under the Companyname of the person surrendering such Certificate, a receipt evidencing certificate representing the proper number of Parent ADSs shares of CUC Common Stock may be issued and/or the proper amount of cash may be paid, as appropriate, in exchange therefor to a person other than the person in whose name the Certificate so surrendered is registered if such Certificate shall be properly endorsed or otherwise be in proper form for transfer and the person requesting such issuance shall pay any transfer or other taxes required by reason of the issuance of Parent ADSs shares of CUC Common Stock to a person other than the registered holder of such Certificate or establish to the satisfaction of Parent CUC that such tax has been paid or is not applicable. Until surrendered as contemplated by this Section 2.03(b)2.2, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration that which the holder thereof has the right to receive in respect of such Certificate pursuant to the provisions of this Article II, certain dividends or other distributions in accordance with Section 2.03(c2.2(c) and cash in lieu of any fractional Parent ADS share of CUC Common Stock in accordance withwith Section 2.2(e). No interest shall be paid or will accrue on any cash payable to holders of Certificates pursuant to the provisions of this Article II.

Exchange Procedures. (a) As soon as reasonably practicable after the Effective Time, the Exchange Agent Xacord shall mail to each record holder of record a Certificate, as of a Certificate whose shares were converted into immediately prior to the right to receive the applicable Merger Consideration pursuant to Section 2.01Effective Time, (i) a form of letter of transmittal which (which x) shall specify that delivery of such Certificate shall be effected, and risk of loss and title to the Certificates such Certificate shall pass, only upon delivery of the Certificates thereof to the Exchange Agent Xacord and (y) shall be in customary such form and have such other provisions as Parent may Xacord shall reasonably specify) , and (ii) instructions for use in surrendering effecting the Certificates in exchange for the applicable Merger Consideration with respect thereto. Upon surrender of a such Certificate for cancelation a certificate representing shares of Xacord Common Stock as provided in this Xacord/Empire Merger Agreement 4 Article II. Commencing immediately after the Effective Time, upon the surrender to the Exchange AgentXacord of one or more Certificates, together with such a duly executed and completed letter of transmittal, duly completed transmittal and validly executed, and such all other documents as may reasonably be and materials required by the Exchange AgentXacord to be delivered in connection therewith, the holder of such Certificate thereof shall be entitled to receive in exchange therefor a receipt evidencing that number of whole Parent ADSs (together with cash in lieu of any fractional Parent ADS in accordance with Section 2.03(e)), if any, and certificate or certificates representing the amount of cash, if any, that the aggregate number of shares (whole and/or fractional) of Company Xacord Common Stock previously into which the shares of Empire Common Stock which immediately prior to the Effective Time were represented by such surrendered Certificate or Certificates shall have been converted pursuant to the provisions of Section 2.01 2.2. Unless and until a Certificate is so surrendered, no dividend or other distribution, if any, payable to the holders of record of shares of Xacord Common Stock as of any date subsequent to the Effective Time shall be paid to the holder of such Certificate in respect thereof or in respect of the Xacord Common Shares into which such Certificate is exchangeable. Except as otherwise provided herein, upon the right surrender of a Certificate, the record holder of the certificate or certificates representing shares of Xacord Common Stock issued in exchange therefore shall be entitled to receivereceive (i) at the time of surrender, together with certain the amount of any dividends or other distributions in accordance with Section 2.02(c), and the Certificate so surrendered shall forthwith be canceled. In the event (net of any applicable tax withholdings) having a transfer of ownership of Company Common Stock that is not registered in the transfer records of the Company, a receipt evidencing the proper number of Parent ADSs may be issued and/or the proper amount of cash may be paid, as appropriate, in exchange therefor to a person other than the person in whose name the Certificate so surrendered is registered if such Certificate shall be properly endorsed or otherwise be in proper form for transfer and the person requesting such issuance shall pay any transfer or other taxes required by reason of the issuance of Parent ADSs to a person other than the registered holder of such Certificate or establish to the satisfaction of Parent that such tax has been paid or is not applicable. Until surrendered as contemplated by this Section 2.03(b), each Certificate shall be deemed at any time record date after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration that the holder thereof has the right to receive pursuant and a payment date prior to the provisions surrender date, and (ii) at the appropriate payment date, the amount of this Article II, certain dividends or other distributions in accordance with Section 2.03(c) and cash in lieu (net of any fractional Parent ADS applicable tax withholdings) having a record date after the Effective Time and a payment date subsequent to the surrender date, in accordance witheach case, payable in respect of such shares of Xacord Common Stock. No interest shall be payable in respect of the payment of dividends or distributions pursuant to the immediately preceding sentence.

Exchange Procedures. As soon as reasonably practicable after the Effective Time, the The Exchange Agent shall mail to each holder of record of certificates representing shares of Company Common Stock issued and outstanding immediately prior to the Effective Time (“Company Certificates”), as soon as reasonably practicable after the Effective Time (and in any event not later than five Business Days after the later to occur of (x) the Effective Time and (y) receipt by New Parent of a Certificate whose shares were converted into complete list from Company of the right to receive the applicable Merger Consideration pursuant to Section 2.01, names and addresses of its holders of record): (i) a form of letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Company Certificates shall pass, only upon delivery receipt of the Company Certificates to by the Exchange Agent Agent, and shall be in customary such form and have such other provisions as New Parent may reasonably specifyspecify and as Company shall have approved (such approval not to be unreasonably withheld, delayed or conditioned) prior to the Effective Time); and (ii) instructions for use in surrendering effecting the surrender of the Company Certificates in exchange for the applicable Merger Consideration with respect theretoNew Parent Certificates. Upon surrender of a Company Certificate for cancelation cancellation to the Exchange AgentAgent or to such other agent or agents as may be appointed by New Parent, 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, the holder of such Company Certificate shall be entitled to receive receive, in exchange therefor therefor, a receipt evidencing that number of whole New Parent ADSs (together with cash in lieu of any fractional Parent ADS in accordance with Section 2.03(e)), if any, and Certificate representing the amount of cash, if any, that the aggregate number of shares of Company New Parent Common Stock previously represented by that such Certificate shall have been converted pursuant to Section 2.01 into holder has the right to receive, together with certain receive pursuant to this Article III and dividends or other distributions in accordance with declared or made on such New Parent Common Stock after the Effective Time and payable between the Effective Time and the time of such surrender pursuant to this Section 2.02(c)3.02 and Section 3.04, and the Company Certificate so surrendered shall forthwith be canceled. In Until so surrendered, each outstanding Company Certificate that, prior to the event of a transfer of ownership Effective Time, represented shares of Company Common Stock that is not registered in the transfer records of the Company, a receipt evidencing the proper number of Parent ADSs may be issued and/or the proper amount of cash may be paid, as appropriate, in exchange therefor to a person other than the person in whose name the Certificate so surrendered is registered if such Certificate shall be properly endorsed or otherwise be in proper form for transfer and the person requesting such issuance shall pay any transfer or other taxes required by reason of the issuance of Parent ADSs to a person other than the registered holder of such Certificate or establish to the satisfaction of Parent that such tax has been paid or is not applicable. Until surrendered as contemplated by this Section 2.03(b), each Certificate shall will be deemed at any time from and after the Effective Time Time, to represent for all purposes only the right to receive upon the number of shares of New Parent Common Stock into which such surrender shares of Company Common Stock are so convertible and any dividends and distributions declared or made on such New Parent Common Stock after the Merger Consideration that Effective Time and payable between the holder thereof has Effective Time and the right time of such surrender. Notwithstanding any other provision of this Agreement, no interest will be paid or will accrue on any cash payable to receive holders of Company Certificates pursuant to the provisions of this Article II, certain dividends or other distributions in accordance with Section 2.03(c) and cash in lieu of any fractional Parent ADS in accordance withIII.

Exchange Procedures. As soon promptly as reasonably practicable after the Effective Time, Parent shall cause the Exchange Paying Agent shall to mail to each holder of record shares of a Certificate whose shares were converted into the right to receive the applicable Merger Consideration pursuant to Section 2.01, Common Stock (i) a form of letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates Certificates, if any, shall pass, only upon proper delivery of the Certificates or transfer of the Uncertificated Shares to the Exchange Paying Agent and which shall otherwise be in customary form reasonably satisfactory to the Company and have such other provisions as Parent may reasonably specifyParent) and (ii) instructions for use in surrendering effecting the surrender of the Certificates and the transfer of Uncertificated Shares in exchange for the applicable Merger Consideration with respect theretoConsideration. Upon Each holder of record of shares of Common Stock shall, (x) upon surrender of a Certificate for cancelation to the Exchange AgentPaying Agent of any such Certificate, together with such letter of transmittal, duly completed and validly executed, and such other documents as may reasonably be required by the Exchange Paying Agent, or (y) upon receipt of an “agent’s message” by the holder Paying Agent (or such other evidence, if any, of such Certificate shall transfer as the Paying Agent may reasonably request) in the case of a book-entry transfer of Uncertificated Shares, be entitled to receive in exchange therefor a receipt evidencing that number of whole Parent ADSs (together with cash in lieu of any fractional Parent ADS in accordance with Section 2.03(e)), if any, and the amount of cash, if any, that cash which the aggregate number of shares of Company Common Stock previously represented by such Certificate or the Uncertificated Shares, as applicable, shall have been converted pursuant to Section 2.01 into the right to receive, together with certain dividends or other distributions in accordance with receive pursuant to Section 2.02(c3.01(e), without any interest thereon and the less any required withholding of taxes, and any Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of Company Common Stock that which is not registered in the transfer records of the Company, a receipt evidencing payment of the proper number of Parent ADSs Merger Consideration may be issued and/or the proper amount of cash may be paid, as appropriate, in exchange therefor made to a person Person other than the person Person in whose name the Certificate so surrendered or the Uncertificated Shares so transferred is registered if any such Certificate shall be properly endorsed or otherwise be in proper form for transfer and the person Person requesting such issuance payment shall pay any fiduciary or surety bonds or any transfer or other similar taxes required by reason of the issuance payment of Parent ADSs the Merger Consideration to a person Person other than the registered holder of such Certificate or Uncertificated Shares or establish to the reasonable satisfaction of Parent that such tax has been paid or is not applicable. Until surrendered or transferred as contemplated by this Section 2.03(b3.02(b), each Certificate and each Uncertificated Share shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration that which the holder thereof has the right to receive in respect of such Certificate or Uncertificated Shares pursuant to this Article III and any declared dividends with a record date prior to the Effective Time that remain unpaid at the Effective Time and that are due to such holder. No interest shall be paid or will accrue on any cash payable to holders of Certificates or Uncertificated Shares pursuant to the provisions of this Article II, certain dividends or other distributions in accordance with Section 2.03(c) and cash in lieu of any fractional Parent ADS in accordance withIII.

Exchange Procedures. (a) As soon promptly as reasonably practicable after the Effective Time, but in no event later than ten (10 days thereafter. Parent shall cause the Exchange Agent shall to mail to each (i) holder of record of a Certificate whose one or more Certificates representing shares were of the Company Common Stock immediately prior to the Effective Time that have been converted at the Effective Time into the right to receive the applicable Merger Consideration pursuant to Section 2.01Article I, (i) a form of letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Exchange Agent and shall be in customary form and have such other provisions as Parent may reasonably specifyAgent) and (ii) instructions for use in surrendering effecting the surrender of the Certificates in exchange for certificates representing the applicable number of whole shares of Parent Common Stock, the cash portion of the Merger Consideration with respect theretoand any cash in lieu of fractional Table of Contents shares which the shares of Company Common Stock represented by such Certificate or Certificates shall have been converted into the right to receive pursuant to this Agreement as well as any dividends or distributions to be paid pursuant to Section 2.2(c), and (ii) holder of record of Company Preferred Stock a letter of transmittal and instructions for use in effecting the surrender of the Company Preferred Stock certificate in exchange for certificates representing the number of shares of New Parent Preferred Stock as well as any dividends or distributions to be paid pursuant to Section 2.2(c). Upon proper surrender of a Certificate or Certificates for cancelation exchange and cancellation to the Exchange Agent, together with such properly completed letter of transmittal, duly completed and validly executed, and such other documents as may reasonably be required by the Exchange Agent, the holder of such Certificate or Certificates shall be entitled to receive in exchange therefor therefor, as applicable, (i) a receipt evidencing New Certificate representing that number of whole shares of Parent ADSs Common Stock to which such holder of Company Common Stock shall have become entitled pursuant to the provisions of Article I and (together with ii) a check representing the amount of (A) the cash portion of the Merger Consideration which such holder has the right to receive in respect of the Certificate or Certificates surrendered pursuant to the provisions of this Article II, (B) any cash in lieu of any fractional Parent ADS in accordance with Section 2.03(e)), if any, and the amount of cash, if any, that the aggregate number of shares of Company Common Stock previously represented by which such Certificate shall have been converted pursuant to Section 2.01 into the right to receive, together with certain dividends or other distributions in accordance with Section 2.02(c), and the Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of Company Common Stock that is not registered in the transfer records of the Company, a receipt evidencing the proper number of Parent ADSs may be issued and/or the proper amount of cash may be paid, as appropriate, in exchange therefor to a person other than the person in whose name the Certificate so surrendered is registered if such Certificate shall be properly endorsed or otherwise be in proper form for transfer and the person requesting such issuance shall pay any transfer or other taxes required by reason of the issuance of Parent ADSs to a person other than the registered holder of such Certificate or establish to the satisfaction of Parent that such tax has been paid or is not applicable. Until surrendered as contemplated by this Section 2.03(b), each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender in respect of the Merger Consideration that Certificate or Certificates surrendered pursuant to the provisions of this Article II and (C) any dividends or distributions which the holder thereof has the right to receive pursuant to this Section 2.2, and the provisions Certificate or Certificates so surrendered shall forthwith be cancelled. Upon proper surrender of this Article IICompany Preferred Stock certificate for exchange and cancellation to the Exchange Agent, certain together with such properly completed letter of transmittal, duly executed, the holder of such Company Preferred Stock certificate shall be entitled to receive in exchange therefor, as applicable, (i) New Parent Preferred Stock certificate and (ii) a check representing the amount of any dividends or other distributions in accordance with which the holder thereof has the right to receive pursuant to this Section 2.03(c) 2.2, and cash in lieu of any fractional Parent ADS in accordance withthe Company Preferred Stock so surrendered shall forthwith be cancelled.

Exchange Procedures. As soon as reasonably practicable (and in ------------------- any event no later than ten days) after the Effective Time, the Surviving Corporation shall cause the Exchange Agent shall to mail or deliver to each person who was, immediately prior to the Effective Time, a holder of record of a Certificate whose shares were Company Common Stock that was converted into the right to receive the applicable Merger Consideration pursuant to Section 2.012.01(b), (i) a form of letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Agent and shall be in customary form and have such other containing customary provisions as Parent may reasonably specify) and (ii) instructions for use in surrendering effecting the Certificates surrender of certificates representing such person's shares of Company Common Stock in exchange for the applicable Merger Consideration with respect theretoConsideration. Upon Promptly after the Effective Time, each holder of record of an outstanding certificate or certificates which prior thereto represented shares of Company Common Stock (the "CERTIFICATES") shall, upon surrender of a Certificate for cancelation to the Exchange AgentAgent of such Certificates or, together with if such letter shares are held in book-entry or other uncertificated form, upon the entry through a book-entry transfer agent of transmittal, duly completed and validly executedthe surrender of such shares of Company Common Stock on a book-entry account statement (any references herein to Certificates shall be deemed to include references to book-entry account statements relating to the ownership of Company Common Stock), and such other documents as may reasonably be required acceptance thereof by the Exchange Agent, the holder of such Certificate shall be entitled to receive in exchange therefor a receipt evidencing that certificate representing the number of whole Parent ADSs (together with cash in lieu full shares of any fractional Parent ADS in accordance with Section 2.03(e))common stock of the Surviving Corporation, if any, to be retained by the holder thereof as Non-Cash Election Shares pursuant to this Agreement and the an amount of cash, if any, that cash equal to the aggregate Cash Merger Consideration per share multiplied by the number of shares of Company Common Stock previously represented by such Certificate shall Certificates which have not otherwise been converted pursuant to Section 2.01 into the right to receive, together with certain dividends or other distributions in accordance with Section 2.02(c)retained as Non- Cash Election Shares, and the Certificate Certificates so surrendered shall forthwith be canceled. In the event of a transfer of ownership of Company Common Stock that is not registered in the transfer records of the Company, a receipt evidencing the proper number issuance of Parent ADSs any Non-Cash Election Shares and the payment of the Cash Merger Consideration may be issued and/or the proper amount of cash may be paid, as appropriate, in exchange therefor made to a person other than the person in whose name the Certificate so surrendered is registered if if, and only if, such Certificate shall be properly endorsed or otherwise be in proper form for transfer and the person requesting such issuance or payment shall pay any transfer or other taxes required by reason of the issuance of Parent ADSs any Non-Cash Election Shares and the payment of the Cash Merger Consideration to a person other than the registered holder of such Certificate or establish to the satisfaction of Parent the Surviving Corporation that such tax has been paid or is not applicable. Until surrendered as contemplated by this Section 2.03(b)2.02, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration that which the holder thereof has the right to receive in respect of such Certificate pursuant to the provisions of this Article II, certain dividends . No interest shall be paid or other distributions in accordance with Section 2.03(c) and will accrue on any cash in lieu of any fractional Parent ADS in accordance withpayable as Merger Consideration pursuant to this Article II.

Exchange Procedures. As soon as reasonably practicable after Newco AG shall instruct the Effective Time, depositary bank for the Exchange Agent shall Newco ADSs to mail to each former holder of record of a Certificate whose shares were converted into the right Daimler-Benz ADSs entitled to receive the applicable Daimler-Benz Merger Consideration pursuant to Section 2.01, (i) 3.3 a form of letter of transmittal (which shall specify that the delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates a certificate or certificates formerly representing Daimler-Benz ADSs ("Old Daimler-Benz ADRs") to the Exchange Agent depositary bank and shall be in customary form and have such other provisions as Parent may reasonably specify) and (ii) instructions for use in surrendering effecting the Certificates surrender to the depositary bank of Old Daimler-Benz ADRs in exchange for the applicable Merger Consideration with respect theretoNewco ADSs. The letter of transmittal shall contain such other terms and conditions as Newco AG specifies. Upon surrender of a Certificate for cancelation an Old Daimler-Benz ADR to the Exchange Agentdepositary bank, together with such a letter of transmittal, transmittal duly executed and completed and validly executedin accordance with the instructions thereto, and such any other documents as may reasonably be required by the Exchange Agentdepositary bank or Newco AG, (i) the holder of such Certificate Old Daimler-Benz ADR shall be entitled to receive in exchange therefor a receipt evidencing that (x) an ADR registered in the name of such holder representing the number of whole Parent Newco ADSs (together with cash in lieu of any fractional Parent ADS in accordance with Section 2.03(e)), if any, and into which the amount of cash, if any, that the aggregate number of shares of Company Common Stock previously represented by such Certificate Old Daimler-Benz ADR shall have been converted at the German Effective Time and (y) if applicable, a check payable to such holder representing the payment of any dividends and distributions pursuant to Section 2.01 into the right to receive, together with certain dividends or other distributions in accordance with Section 2.02(c3.4(b), and the Certificate so surrendered (ii) such Old Daimler-Benz ADR shall forthwith be canceledcancelled. In the event of a transfer of ownership of Company Common Stock that If any cash is not registered to be paid to, or any certificate representing Newco ADSs is to be issued in the transfer records of the Companyname of, a receipt evidencing the proper number of Parent ADSs may be issued and/or the proper amount of cash may be paid, as appropriate, in exchange therefor to a person other than the person in whose name the Certificate Old Daimler-Benz ADR so surrendered in exchange therefor is registered if such Certificate registered, it shall be a condition of the payment or issuance that the Old Daimler-Benz ADR so surrendered shall be properly endorsed or otherwise be in proper form for transfer and that the person requesting such issuance exchange shall pay any transfer or other taxes required by reason of the payment of cash to, or the issuance of Parent a certificate representing Newco ADSs to in the name of, a person other than the registered holder of such Certificate the Old Daimler-Benz ADR so surrendered or shall establish to the satisfaction of Parent Newco AG that such tax has been paid or is not applicable. Until surrendered as contemplated by this Section 2.03(b), each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration that the holder thereof has the right to receive pursuant to in accordance with the provisions of this Article IISection 3.4, certain dividends or other distributions in accordance with Section 2.03(c) each Old Daimler-Benz ADR shall, at and cash in lieu of any fractional Parent ADS in accordance withafter the German Effective Time, represent for all purposes only

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 Western Power Common Stock or E-Mobile Common Stock (the "Certificates") whose shares were converted pursuant to Section 2.1 or Section 2.2 into the right to receive the applicable Merger Consideration pursuant to Section 2.01, shares of Parent Common Stock (i) a form of letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Agent and shall be in customary such form and have such other provisions as Parent Western Power and E-Mobile may reasonably specify) ), and (ii) instructions for use in surrendering effecting the surrender of the Certificates in exchange for the applicable Merger Consideration with respect theretocertificates representing shares of Parent Common Stock. Upon surrender of a Certificate for cancelation cancellation to the Exchange AgentAgent or to such other agent or agents as may be appointed by Parent, together with such letter of transmittal, duly completed and validly executed, and such other documents as may reasonably be required by the Exchange Agent, the holder of such Certificate shall be entitled to receive in exchange therefor a receipt evidencing certificate representing that number of whole Parent ADSs (together with cash in lieu of any fractional Parent ADS in accordance with Section 2.03(e)), if any, and the amount of cash, if any, that the aggregate number of shares of Company Parent Common Stock previously represented by which such Certificate shall have been converted pursuant to Section 2.01 into the right to receive, together with certain dividends or other distributions in accordance with Section 2.02(c), and the Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of Company Common Stock that is not registered in the transfer records of the Company, a receipt evidencing the proper number of Parent ADSs may be issued and/or the proper amount of cash may be paid, as appropriate, in exchange therefor to a person other than the person in whose name the Certificate so surrendered is registered if such Certificate shall be properly endorsed or otherwise be in proper form for transfer and the person requesting such issuance shall pay any transfer or other taxes required by reason of the issuance of Parent ADSs to a person other than the registered holder of such Certificate or establish to the satisfaction of Parent that such tax has been paid or is not applicable. Until surrendered as contemplated by this Section 2.03(b), each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration that the holder thereof has the right to receive pursuant to the provisions of this Article II, certain dividends and the Certificate so surrendered shall immediately be canceled. In the event of a transfer of ownership of Western Power Common Stock or other distributions E-Mobile Common Stock prior to the Effective Time which is not registered in the transfer records of Western Power or E-Mobile, respectively, a certificate representing the proper number of shares of Parent Common Stock may be issued to a transferee if the Certificate representing such Western Power Common Stock or E-Mobile 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. Immediately after the Effective Time, each outstanding Certificate which theretofore represented shares of Western Power Common Stock or E-Mobile Common Stock shall represent only the right to receive the shares of Parent Common Stock pursuant to the terms hereof and shall not be deemed to evidence ownership of the number of shares of Parent Common Stock into which such shares of Western Power Common Stock or E-Mobile Common Stock would be or were, as the case may be, converted into the right to receive until the Certificate therefor shall have been surrendered in accordance with this Section 2.03(c) and cash in lieu of any fractional Parent ADS in accordance with2.4.

Exchange Procedures. As soon as reasonably practicable after the Effective Time and in any event not later than the fifth (5th) Business Day following the Effective Time, Asiya shall cause the Exchange Agent shall to mail to each holder of record of a Certificate certificate or certificates that immediately prior to the Effective Time represented outstanding shares of QPAGOS capital stock (the “Certificates”) whose shares were converted into the right to receive the applicable Merger Consideration pursuant to Section 2.01Consideration, (i) a form of letter of transmittal (which (a) 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 (b) shall be in customary such form and have such other provisions as Parent Asiya and QPAGOS may reasonably specify) and (ii) instructions for use in surrendering the Certificates in exchange for the applicable Merger Consideration with respect theretocertificates representing shares of Asiya Common Stock. Upon surrender of a Certificate for cancelation cancellation to the Exchange Agent, together with such letter of transmittal, duly completed and validly executedexecuted in accordance with the instructions thereto, and such other documents as may reasonably be required by the Exchange Agent, the holder of such Certificate shall be entitled to receive in exchange therefor a receipt evidencing that number of whole Parent ADSs (together with cash in lieu of any fractional Parent ADS in accordance with Section 2.03(e)), if any, and the amount of cash, if any, that the aggregate number of shares of Company Asiya Common Stock previously represented by Stock, that such Certificate shall have been converted pursuant to Section 2.01 into holder has the right to receive, together with certain dividends or other distributions in accordance with Section 2.02(c)receive pursuant to the provisions of this ARTICLE II, and the Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of Company Common Stock QPAGOS capital stock that is not registered in the transfer records of the CompanyQPAGOS, a receipt evidencing the proper number of Parent ADSs shares of Asiya Common Stock may be issued and/or the proper amount of cash may be paid, as appropriate, in exchange therefor to a person Person other than the person Person in whose name the Certificate so surrendered is registered if such Certificate shall be properly endorsed or otherwise be in proper form for transfer and the person Person requesting such issuance shall pay any transfer or other taxes required by reason of the issuance of Parent ADSs shares of Asiya Common Stock (or the payment of cash consideration) to a person Person other than the registered holder of such Certificate or establish to the reasonable satisfaction of Parent Asiya that such tax has been paid or is not applicable. Until surrendered as contemplated by this Section 2.03(b)2.02, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the applicable Merger Consideration that Consideration, which the holder thereof has the right to receive in respect of such Certificate pursuant to the provisions of this Article II, certain dividends . No interest shall be paid or will accrue on the Merger Consideration or any other distributions in accordance with Section 2.03(c) and cash in lieu payable to holders of any fractional Parent ADS in accordance withCertificates pursuant to the provisions of this ARTICLE II.

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 i-Cube Common Stock (the "Certificates") whose shares were converted into the right to receive the applicable Merger Consideration pursuant to Section 2.01, (i) a form of letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Agent and shall be in customary such form and have such other provisions as Parent Razorfish and i-Cube may reasonably specify) and (ii) instructions for use in surrendering the Certificates in exchange for the applicable Merger Consideration with respect theretoConsideration. Upon surrender of a Certificate for cancelation cancellation to the Exchange Agent, together with such letter of transmittal, duly completed and validly executed, and such other documents as may reasonably be required by the Exchange Agent, the holder of such Certificate shall be entitled to receive in exchange therefor a receipt evidencing certificate representing that number of whole Parent ADSs (together with cash in lieu of any fractional Parent ADS in accordance with Section 2.03(e)), if any, and the amount of cash, if any, that the aggregate number of shares of Company Razorfish Common Stock previously represented by which such Certificate shall have been converted pursuant to Section 2.01 into holder has the right to receivereceive pursuant to the provisions of this Article II, together with certain dividends or other distributions in accordance with Section 2.02(c) and cash in lieu of any fractional share of Razorfish Common Stock in accordance with Section 2.02(e), and the Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of Company i-Cube Common Stock that which is not registered in the transfer records of the Companyi-Cube, a receipt evidencing certificate representing the proper number of Parent ADSs shares of Razorfish Common Stock may be issued and/or the proper amount of cash may be paid, as appropriate, in exchange therefor to a person (as defined in Section 8.03) other than the person in whose name the Certificate so surrendered is registered if such Certificate shall be properly endorsed or otherwise be in proper form for transfer and the person requesting such issuance shall pay any transfer or other taxes required by reason of the issuance of Parent ADSs shares of Razorfish Common Stock to a person other than the registered holder of such Certificate or establish to the satisfaction of Parent Razorfish that such tax has been paid or is not applicable. Until surrendered as contemplated by this Section 2.03(b2.02(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 that the holder thereof has the right and any cash in lieu of fractional shares of Razorfish Common Stock to receive be issued or paid in consideration therefor upon surrender of such certificate in accordance with this Section 2.02. No interest shall be paid or will accrue on any cash payable to holders of Certificates pursuant to the provisions of this Article II, certain dividends or other distributions in accordance with Section 2.03(c) and cash in lieu of any fractional Parent ADS in accordance with.

Exchange Procedures. As soon as reasonably practicable practicable, but no later than ten business days 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 Sheer, Aheaxx Xxxres (the "Certificates") whose shares were converted into the right to receive the applicable Merger Consideration pursuant to Section 2.012.1, (i) a form of letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Agent and shall be in customary such form and have such other provisions as Parent MedPartners may reasonably specify) and (ii) instructions for use in surrendering effecting the surrender of the Certificates in exchange for the applicable Merger Consideration with respect theretocertificates representing shares of MedPartners Common Stock. Upon surrender of a Certificate for cancelation cancellation to the Exchange Agent, together with such letter of transmittal, duly completed and validly executed, and such other documents as may reasonably be required by the Exchange Agent, the holder of such Certificate shall be entitled to receive in exchange therefor (i) a receipt evidencing certificate representing that number of whole Parent ADSs shares of MedPartners Common Stock which such holder has the right to receive pursuant to the provisions of this Section 2 and (together with ii) cash in lieu of any fractional Parent ADS share interest as set forth in accordance with Section 2.03(e)), if any, and the amount of cash, if any, that the aggregate number of shares of Company Common Stock previously represented by such Certificate shall have been converted pursuant to Section 2.01 into the right to receive, together with certain dividends or other distributions in accordance with Section 2.02(c2.2(e), and the Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of Company Common Stock that Sheer, Aheaxx Xxxres which is not registered in the transfer records of the CompanySheer, a receipt evidencing Aheaxx, x certificate representing the proper number of Parent ADSs shares of MedPartners Common Stock may be issued and/or the proper amount of cash may be paid, as appropriate, in exchange therefor to a person other than the person in whose name the Certificate so surrendered is registered registered, if such Certificate shall be properly endorsed or otherwise be in proper form for transfer and the person requesting such issuance payment shall pay any transfer or other taxes required by reason of the issuance of Parent ADSs shares of MedPartners Common Stock to a person other than the registered holder of such Certificate or establish to the satisfaction of Parent MedPartners that such tax has been paid or is not applicable. Until surrendered as contemplated by this Section 2.03(b)2.2, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration that the holder thereof has the right to receive pursuant to the provisions certificate representing shares of this Article II, certain dividends or other distributions in accordance with Section 2.03(c) and cash in lieu of any fractional Parent ADS in accordance withMedPartners Common

Exchange Procedures. As soon as reasonably practicable (and in any event within ten (10) Business Days) after the Effective Time, Parent shall cause the Exchange Agent shall to mail to each Person who was a holder of record of a Certificate Shares immediately prior to the Effective Time, whose shares Shares were converted into the right to receive the applicable Merger Consideration pursuant to Section 2.012.5, (i) a the form of letter of transmittal for use in effecting the surrender of stock certificates that immediately prior to the Effective Time represented Shares (each, a “Certificate”) or non-certificated Shares represented by Book-Entry (“Book-Entry Shares”) (which transmittal letter shall be in customary form and shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Agent and shall be in customary form and have such other provisions as Parent may reasonably specifyAgent) and (ii) instructions for use in surrendering the Certificates or Book-Entry Shares in exchange for the applicable Merger Consideration with respect theretoConsideration. The parties hereby acknowledge and agree that the ten (10) Business Day period set forth in the previous sentence will be tolled for each Business Day the Exchange Agent has not received the necessary stockholder records from the Company’s transfer agent. Upon surrender of a Certificate or a Book-Entry Share for cancelation cancellation to the Exchange Agent, together with such letter of transmittal, duly completed and validly executed, and such other documents as may reasonably be required by the Exchange Agent, the holder of such Certificate or Book-Entry Share shall be entitled to receive paid promptly in exchange therefor a receipt evidencing that number of whole Parent ADSs (together with cash in lieu of any fractional Parent ADS in accordance with Section 2.03(e)), if anytherefor, and Parent shall cause the amount Exchange Agent to pay to such holder, the Merger Consideration in respect of cash, if any, that the aggregate number of shares of Company Common Stock Shares previously represented by such Certificate shall have been converted pursuant to Section 2.01 into the right to receive, together with certain dividends or other distributions in accordance with Section 2.02(c)Book-Entry Share, and the Certificate or Book-Entry Shares so surrendered shall forthwith be canceled. In the event of a transfer of ownership of Company Common Stock Shares that is not registered in the transfer records of the Company, a receipt evidencing the proper number of Parent ADSs payment may be issued and/or the proper amount of cash may be paid, as appropriate, in exchange therefor made to a person Person other than the person Person in whose name the Certificate so surrendered is registered if such Certificate shall be properly endorsed or otherwise be in proper form for transfer and the person Person requesting such issuance shall pay any transfer or other taxes Taxes required by reason of the issuance of Parent ADSs payment to a person Person other than the registered holder of such Certificate or establish to the satisfaction of Parent that such tax Tax has been paid or is not applicable. Until surrendered as contemplated by this Section 2.03(b), each Each Certificate and Book-Entry Share shall be deemed at any time all times from and after the Effective Time to represent only the right to receive upon such surrender in accordance with this Section 2.7 the Merger Consideration that in respect of the holder thereof has the right Shares previously represented by such Certificate or Book-Entry Share. No interest shall be paid or shall accrue on any cash payable to receive holders of Certificates or Book Entry Shares pursuant to the provisions of this Article II, certain dividends or other distributions in accordance with Section 2.03(c) and cash in lieu of any fractional Parent ADS in accordance with2.

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 (other than the Company, Parent, Sub and any wholly owned subsidiary of the Company) of a Certificate certificate or certificates that immediately prior to the Effective Time represented issued and outstanding shares of Company Common Stock (collectively, the "Certificates") whose shares were converted into the right to receive the applicable Merger Consideration Parent Common Stock pursuant to Section 2.012.1(c), (i) a form of letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Agent and shall be in customary such form and have such other provisions as Parent and the Company may reasonably specify) and (ii) instructions for use in surrendering effecting the surrender of the Certificates in exchange for the applicable Merger Consideration with respect theretocertificates representing Parent Common Stock and any cash in lieu of fractional shares of Parent Common Stock. Upon surrender of a Certificate for cancelation cancellation to the Exchange Agent, together with such a duly executed letter of transmittal, duly completed and validly executed, transmittal and such other documents as may be reasonably be required by the Exchange Agent, the holder of such Certificate shall be entitled to receive in exchange therefor a receipt evidencing certificate representing that number of whole Parent ADSs (together with cash in lieu of any fractional Parent ADS in accordance with Section 2.03(e)), if any, and the amount of cash, if any, that the aggregate number of shares of Company Parent Common Stock previously represented by which such Certificate shall have been converted pursuant to Section 2.01 into the right to receive, together with certain dividends or other distributions in accordance with Section 2.02(c), and the Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of Company Common Stock that is not registered in the transfer records of the Company, a receipt evidencing the proper number of Parent ADSs may be issued and/or the proper amount of cash may be paid, as appropriate, in exchange therefor to a person other than the person in whose name the Certificate so surrendered is registered if such Certificate shall be properly endorsed or otherwise be in proper form for transfer and the person requesting such issuance shall pay any transfer or other taxes required by reason of the issuance of Parent ADSs to a person other than the registered holder of such Certificate or establish to the satisfaction of Parent that such tax has been paid or is not applicable. Until surrendered as contemplated by this Section 2.03(b), each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration that the holder thereof has the right to receive pursuant to the provisions of this Article II2 and any cash in lieu of fractional shares of Parent Common Stock, certain dividends or other distributions and the Certificate so surrendered shall forthwith be cancelled. In the event of a transfer of ownership of shares of Company Common Stock which is not registered on the transfer records of the Company, a certificate representing the proper number of shares of Parent Common Stock and any cash in accordance with lieu of fractional shares of Parent Common Stock may be issued and paid to a transferee if the Certificate representing such Company Common Stock is presented to the Exchange Agent, accompanied by all documents required to evidence and effect such transfer and by evidence that any applicable stock transfer taxes have been paid. Until surrendered as contemplated by this Section 2.03(c) 2.2, each Certificate shall be deemed, from and after the Effective Time, to represent only the right to receive upon such surrender the certificate representing shares of Parent Common Stock and cash in lieu of any fractional shares of Parent ADS Common Stock as contemplated by this Article 2 and the Delaware Statute. The consideration to be issued in accordance withthe Merger will be delivered by the Exchange Agent as promptly as practicable following surrender of a Certificate and any other required documents. No interest will be payable on such consideration, regardless of any delay in making payments.

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 ITG Common Stock (the “Certificates”) whose shares were converted into the right to receive the applicable Merger Consideration pursuant to Section 2.01, 2.1: (i) a form of letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Agent and shall be in customary such form and have such other provisions as Parent SCI may reasonably specify) and (ii) instructions for use in surrendering the Certificates in exchange for certificates representing the applicable Closing Date Merger Consideration with respect theretoConsideration. Upon surrender of a Certificate for cancelation cancellation to the Exchange Agent, together with such letter of transmittal, duly completed and validly executed, and such other documents as may reasonably be required by the Exchange Agent, the holder of such Certificate shall be entitled to receive in exchange therefor therefor: (i) a receipt evidencing certificate representing that number of whole Parent ADSs shares of SCI Common Stock that such holder has the right to receive pursuant to the provisions of Section 2.1(c) in respect of such Certificate, less the pro rata portion (together based upon the number of shares of ITG Common Stock represented by such Certificate in relation to the total number of shares of ITG Common Stock issued and outstanding immediately prior to the Effective Time) of ITG Escrow Shares attributable to the shares of ITG Common Stock formerly represented by such Certificate, (ii) certain dividends or other distributions on shares of SCI Common Stock, if any, included as a part of the Closing Date Merger Consideration in accordance with Section 2.2(c), (iii) cash in lieu of any fractional Parent ADS share of SCI Common Stock in accordance with Section 2.03(e)2.2(e), if any, and (iv) distributions of the amount pro rata portion of cash, if any, that the aggregate number ITG Escrow Fund distributable in respect of the shares of Company ITG Common Stock previously formerly represented by such Certificate shall have been converted pursuant Certificate, subject to Section 2.01 into the right to receive, together with certain dividends or other distributions and in accordance with Section 2.02(c)the terms of the Escrow Agreement, and the Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of Company ITG Common Stock that is not registered in the transfer records of the CompanyITG, a receipt evidencing certificate representing the proper number of Parent ADSs shares of SCI Common Stock included in the Closing Date Merger Consideration may be issued and/or the proper amount of cash may be paid, as appropriate, in exchange therefor to a person other than the person in whose name the Certificate so surrendered is registered registered, and the pro rata portion of the ITG Escrow Fund issuable in respect of such Certificate may be issued in the name of a person other than the person in whose name the Certificate so surrendered is registered, in each case, only if 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 reason of the issuance of Parent ADSs shares of SCI Common Stock to a person other than the registered holder of such Certificate or establish to the satisfaction of Parent SCI that such tax has been paid or is not applicable. Until surrendered as contemplated by this Section 2.03(b2.2(b), each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive (i) upon such surrender surrender, the Closing Date Merger Consideration that the holder thereof has the right to receive pursuant to the provisions of this Article II, certain dividends or other distributions distributions, if any, on shares included in the Closing Date Merger Consideration in accordance with Section 2.03(c) and 2.2(c), cash in lieu of any fractional Parent ADS share of SCI Common Stock in accordance withwith Section 2.2(e) and (ii) subject to and in accordance with the terms of the Escrow Agreement, the pro rata portion of the ITG Escrow Fund attributable to shares of ITG Common Stock formerly represented by such Certificate. No interest shall be paid or will accrue on any cash payable to holders of Certificates pursuant to the provisions of this Article II.

Exchange Procedures. As soon as reasonably practicable after the Effective Time, ------------------- VTEL shall cause the Exchange Agent shall mail to send to each record holder of record of a Certificate whose shares were converted into Company Common Stock and Series C Preferred Stock at the right to receive the applicable Merger Consideration pursuant to Section 2.01, Effective Time (i) a form of letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates certificates theretofore representing Company Common Stock or Series C Preferred Stock (the "Certificates") shall pass, only upon delivery ------------ of the Certificates to the Exchange Agent and shall be in customary such form and have contain such other provisions as Parent may VTEL and the Company shall reasonably specify) determine), and (ii) instructions for use in surrendering effecting the surrender of the Certificates in exchange for certificates representing shares of VTEL Common Stock and any cash in lieu of fractional shares, into which the applicable Merger Consideration with respect theretoshares of Company Common Stock or Series C Preferred Stock represented by such Certificate or Certificates shall have been converted pursuant to this Agreement. Upon surrender of a Certificate for cancelation cancellation to the Exchange Agent, together with such letter of transmittal, duly completed and validly executed, and such other documents as may reasonably be required by the Exchange Agent, the holder of such Certificate shall be entitled to receive in exchange therefor therefor, a receipt evidencing certificate representing that number of whole Parent ADSs (together with cash in lieu of any fractional Parent ADS in accordance with Section 2.03(e)), if any, and the amount of cash, if any, that the aggregate number of shares of Company VTEL Common Stock previously represented by which such Certificate shall have been converted pursuant to Section 2.01 into holder has the right to receive, together with certain dividends or other distributions receive pursuant to the provisions of this Article II and cash in accordance with Section 2.02(c)the amount such holder has the ---------- right to receive pursuant to such provisions, and the Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of Company Common Stock that or Series C Preferred Stock which is not registered in the transfer records of the Company, a receipt certificate evidencing the proper number of Parent ADSs shares of VTEL Common Stock may be issued and/or to the proper amount of cash may be paid, as appropriate, in exchange therefor to a person other than the person in whose name transferee if the Certificate so surrendered is registered if such Certificate evidencing the Company Common Stock or Series C Preferred Stock shall be properly endorsed or otherwise be in proper form for surrendered to the Exchange Agent, accompanied by all documents required to evidence and effect such transfer and the person requesting such issuance shall pay by evidence that any applicable stock transfer or other taxes required by reason of the issuance of Parent ADSs to a person other than the registered holder of such Certificate or establish to the satisfaction of Parent that such tax has have been paid or is not applicablepaid. Until surrendered as contemplated by for exchange in accordance with the provisions of Section 2.02 of this Section 2.03(b)Agreement, each Certificate theretofore ------------ representing Converted Shares (other than shares of Company Common Stock and Series C Preferred Stock to be canceled pursuant to Section 2.01(e) of this --------------- Agreement and any Dissenting Shares) shall be deemed at any time from and after the Effective Time to represent for all purposes only the right to receive upon such surrender the applicable Merger Consideration that the as set forth in this Agreement. If any holder thereof has the right of Converted Shares shall be unable to receive pursuant to the provisions of this Article IIsurrender such holder's Certificates because such Certificates have been lost or destroyed, certain dividends or other distributions in accordance with Section 2.03(c) and cash such holder may deliver in lieu thereof an affidavit and indemnity bond in form and substance and with surety reasonably satisfactory to VTEL. No interest shall be paid on any Merger Consideration payable to former holders of any fractional Parent ADS in accordance withConverted Shares.

Exchange Procedures. As soon as reasonably practicable after the Effective Time, the Exchange Agent Parent 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 applicable Merger Consideration Parent Common Stock pursuant to Section 2.012.1(c), (i) a form of letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Agent Parent and shall be in customary form and have such other provisions as Parent may reasonably specify) and (ii) instructions for use in surrendering effecting the surrender of the Certificates in exchange for the applicable Merger Consideration with respect theretocertificates representing shares of Parent Common Stock. Upon surrender of a Certificate for cancelation to the Exchange Agentcancellation, together with such letter of transmittal, duly completed and validly executed, and such other documents as may reasonably be required by the Exchange AgentParent, the holder of such Certificate shall be entitled to receive in exchange therefor a receipt evidencing certificate representing that number of whole shares of Parent ADSs (together with cash in lieu Common Stock which such holder has the right to receive pursuant to the provisions of any fractional Parent ADS in accordance with Section 2.03(e)), if any, and this Article II after taking into account all the amount of cash, if any, that the aggregate number of shares of Company Common Stock previously represented then held by such Certificate shall have been converted holder under all such Certificates so surrendered, cash in lieu of fractional shares of Parent Common Stock to which such holder is entitled pursuant to Section 2.01 into the right to receive, together with certain 2.2(d) and any dividends or other distributions in accordance with to which such holder is entitled pursuant to Section 2.02(c2.2(b), and the Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of Company Common Stock that which is not registered in the transfer records of the Company, a receipt evidencing certificate representing the proper number of shares of Parent ADSs Common Stock may be issued and/or the proper amount of cash may be paid, as appropriate, in exchange therefor to a person other than the person in whose name the Certificate so surrendered is registered if registered, if, upon presentation to Parent, 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 reason of the issuance of shares of Parent ADSs Common Stock to a person other than the registered holder of such Certificate or establish to the satisfaction of Parent that such tax has been paid or is not applicable. Until surrendered as contemplated by this Section 2.03(b2.2(a), each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender shares of Parent Common Stock into which the Merger Consideration that shares of Company Common Stock represented thereby were converted at the holder thereof has Effective Time, and the right to receive pursuant to the provisions of this Article II, certain dividends or other distributions in accordance with Section 2.03(c) and cash in lieu of any fractional shares of Parent ADS in accordance withCommon Stock as contemplated by Section 2.2(d) and any dividends or other distributions to which such holder is entitled pursuant to Section 2.2(b). No interest will be paid or will accrue on any cash payable pursuant to Sections 2.2(b) or 2.2(d).

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 Halis Common Stock (the "Certificates") whose shares were converted into the right to receive the applicable Merger Consideration pursuant to Section 2.012.1, (i) a form of letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Agent Agent, and shall otherwise be in customary form and have such other provisions as Parent may reasonably specifyform) and (ii) instructions for use in surrendering the Certificates in exchange for the applicable Merger Consideration with respect theretoConsideration. Upon surrender of a Certificate for cancelation cancellation to the Exchange Agent, together with such letter of transmittal, duly completed and validly executed, and such other documents as may reasonably be required by the Exchange Agent, the holder of such Certificate shall be entitled to receive in exchange therefor a receipt evidencing certificate representing that number of whole Parent ADSs (together with cash in lieu of any fractional Parent ADS in accordance with Section 2.03(e)), if any, and the amount of cash, if any, that the aggregate number of shares of Company HealthWatch Common Stock previously represented by which such Certificate shall have been converted pursuant to Section 2.01 into holder has the right to receivereceive pursuant to the provisions of this Article II, together with certain dividends or other distributions in accordance with Section 2.02(c2.2(c) and cash in lieu of any fractional share of HealthWatch Common Stock in accordance with Section 2.2(e), and the Certificate so surrendered shall forthwith be canceled. In the event of a transfer surrender of ownership a Certificate representing shares of Company Halis Common Stock that is which are not registered in the transfer records of Halis under the Companyname of the person surrendering such Certificate, a receipt evidencing certificate representing the proper number of Parent ADSs shares of HealthWatch Common Stock may be issued and/or the proper amount of cash may be paid, as appropriate, in exchange therefor to a person other than the person in whose name the Certificate so surrendered is registered if such Certificate shall be properly endorsed or otherwise be in proper form for transfer and the person requesting such issuance shall pay any transfer or other taxes required by reason of the issuance of Parent ADSs shares of HealthWatch Common Stock to a person other than the registered holder of such Certificate or establish to the satisfaction of Parent HealthWatch that such tax has been paid or is not applicable. Until surrendered as contemplated by this Section 2.03(b)2.2, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration that which the holder thereof has the right to receive in respect of such Certificate pursuant to the provisions of this Article II, certain dividends or other distributions in accordance with Section 2.03(c2.2(c) and cash in lieu of any fractional Parent ADS share of HealthWatch Common Stock in accordance withwith Section 2.2(e). No interest shall be paid or will accrue on any cash payable to holders of Certificates pursuant to the provisions of this Article II.

Exchange Procedures. As soon as reasonably practicable after the Effective Time, the Exchange Agent Company shall mail to each holder of record of a Certificate certificate or certificates which immediately prior to the Effective Time represented outstanding shares of MVB Common Stock (each a "Certificate" and collectively the "Certificates") whose shares were converted into the right to receive the applicable Merger Consideration pursuant to Section 2.01, 2.1(a): (i) a form of letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Agent Company and shall be in customary such form and have such other provisions as Parent the Company may reasonably specify) ), in a form acceptable to the Company, and (ii) instructions for use in surrendering the Certificates in exchange for the applicable Merger Consideration with respect theretoConsideration. Upon surrender of a Certificate for cancelation to the Exchange AgentCompany, duly endorsed for transfer or cancellation, together with such letter of transmittal, duly completed and validly executed, and such other documents as may reasonably be required by the Exchange AgentCompany, the holder of such Certificate shall be entitled to receive in exchange therefor therefor: (i) a receipt evidencing certificate representing the Merger Shares that number such holder has the right to receive pursuant to the provisions of whole Parent ADSs this Article II, (together with ii) cash in an amount equal to the Cash Component that such holder has a right to receive pursuant to the provisions of this Article II, (iii) cash in lieu of any fractional Parent ADS shares resulting from or offered for exchange in accordance with Section 2.03(e)), if anythe Merger, and the amount of cash, if any, that the aggregate number of shares of Company Common Stock previously represented by such Certificate shall have been converted pursuant to Section 2.01 into the right to receive, together with (iv) certain dividends or and other distributions in accordance with Section 2.02(c2.4(c), ; and the Certificate so surrendered shall forthwith then immediately be marked as canceled. In the event of a transfer of ownership of Company MVB Common Stock that is not registered in the transfer records of the CompanyMVB, a receipt evidencing certificate representing the proper number of Parent ADSs may be issued and/or Merger Shares, together with the proper amount of the Cash Component and any cash to be paid in lieu of any fractional shares, may be paid, as appropriate, in exchange therefor issued to a person Person other than the person Person in whose name the surrendered Certificate so surrendered is registered if such Certificate shall be has been properly endorsed or and otherwise be is in proper form for transfer transfer, and if the person Person requesting such issuance shall pay any transfer or other taxes required by reason of payment of the issuance of Parent ADSs Merger Consideration to a person Person other than the registered holder of such Certificate (or shall establish to the satisfaction of Parent the Company that such tax has been paid or is not applicable). Until surrendered surrender as contemplated by this Section 2.03(b2.4(b), each Certificate shall be deemed at any time after the Effective Time to represent and entitle the holder only to the right to receive upon such surrender the Merger Consideration that the holder thereof has the right to receive pursuant Consideration. A lost stock certificate affidavit, together with either an insurance bond or indemnification agreement running to the provisions benefit of this Article IIthe Company, certain dividends or other distributions as determined by the Company in accordance with Section 2.03(c) and cash its sole discretion, may be submitted in lieu of any fractional Parent ADS in accordance witha Certificate.

Exchange Procedures. As Prior to or as soon as reasonably practicable after the Effective Time, the Exchange Agent shall mail to each holder of record of a Certificate certificate (a “Chinos Certificate”) or book-entry share (an “Chinos Book-Entry Share”) that immediately prior to the Effective Time represented outstanding shares of Chinos Common Stock, Chinos Series A Preferred Stock or Chinos Series B Preferred Stock, as applicable, and to each holder of record of a certificate (a “J.Crew Certificate” and, together with a Chinos Certificate, a “Certificate”) or book-entry share (a “J.Crew Book-Entry Share” and, together with an J.Crew Book-Entry Share, a “Book-Entry Share”), that immediately prior to the Effective Time represented outstanding shares of J.Crew Common Stock, as applicable, whose shares were converted into the right to receive the applicable Merger Consideration pursuant to Section 2.01Consideration, (i) a form of letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates or Book-Entry Shares to the Exchange Agent Agent, and which shall be in customary such form and have such other provisions as Parent Chinos SPV may reasonably specify) and ), (ii) instructions for use in surrendering effecting the surrender of the Certificates and Book-Entry Shares in exchange for the applicable Merger Consideration Consideration, (iii) the notification required by Section 228(e) of the DGCL with respect theretoto the Required Stockholder Approval, (iv) a joinder to the Chinos SPV Operating Agreement, (v) a cover letter, including such information regarding the transactions contemplated hereby as may be required under the DGCL and all applicable Laws, together with a copy of this Agreement, to allow such holders to validly waive or assert any applicable appraisal rights, (vi) [except as otherwise required by Chinos SPV, certification that such holder is, and at the time it acquires the SPV Common Units or SPV Series C Units, as applicable, will be, a “qualified purchaser” as defined in Section 2(a)(51)(A) of the Investment Company Act of 1940, as amended, or a “qualified institutional buyer” (as defined under Rule 144A under the Securities Act of 1933, as amended)] and (vii) such additional information as Chinos may determine is appropriate. Upon surrender of a Certificate or Book-Entry Share, as applicable, for cancelation cancellation to the Exchange AgentAgent or to such other agent or agents as may be appointed by Chinos SPV, together with such letter of transmittal, duly completed and validly executed, and such other documents as may reasonably be required by the Exchange Agent, the holder of such Certificate or Book-Entry Share shall be entitled to receive in exchange therefor a receipt evidencing that number of whole Parent ADSs (together with cash in lieu of any fractional Parent ADS in accordance with Section 2.03(e))SPV Common Units or SPV Series C Units, if any, and the amount of cash, if anyas applicable, that the aggregate number of shares of Company Common Stock previously represented by such Certificate shall have been converted pursuant to Section 2.01 into holder has the right to receive, together with certain dividends or other distributions in accordance with Section 2.02(c)receive pursuant to the provisions of this Article III, and the Certificate or Book-Entry Share so surrendered shall forthwith be canceled. In If any portion of the event of a transfer of ownership of Company Common Stock that applicable Merger Consideration is not to be registered in the transfer records name of the Company, a receipt evidencing the proper number of Parent ADSs may be issued and/or the proper amount of cash may be paid, as appropriate, in exchange therefor to a person other than the person in whose name the applicable surrendered Certificate so or Book-Entry Share is registered, it shall be a condition to the registration of such Merger Consideration that the surrendered is registered if such Certificate shall be properly endorsed or otherwise be in proper form for transfer and the person requesting such issuance delivery of the Merger Consideration shall pay to the Exchange Agent any transfer or other taxes required by reason of such registration in the issuance name of Parent ADSs to a person other than the registered holder of such Certificate or Book-Entry Share or establish to the reasonable satisfaction of Parent the Exchange Agent that such tax has been paid or is not applicable. Until surrendered as contemplated by this Section 2.03(b)3.3, subject to the rights of the holders of Dissenting Shares, each Certificate or Book-Entry Share shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the applicable Merger Consideration. No interest shall be paid or shall accrue for the benefit of holders of Certificates or Book-Entry Shares on the applicable Merger Consideration that payable upon the holder thereof has the right to receive pursuant to the provisions surrender of this Article II, certain dividends Certificates or other distributions in accordance with Section 2.03(c) and cash in lieu of any fractional Parent ADS in accordance withBook-Entry Shares.

Exchange Procedures. As soon as reasonably practicable after the Effective Time, Parent shall cause the Exchange Paying Agent shall to mail to each holder of record of a Certificate whose Common Stock Certificate, other than holders of shares were converted into the right to receive the applicable Merger Consideration be cancelled pursuant to Section 2.013.1(a), (i) a form of letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the such Common Stock Certificates shall pass, only upon actual delivery of the such Common Stock Certificates to the Exchange Paying Agent and shall be in customary a form and have such other provisions as Parent may reasonably specify) and (ii) instructions for use in surrendering effecting the surrender of such Certificates in exchange for the applicable Merger Consideration with respect theretoConsideration. Upon surrender of a Common Stock Certificate (or delivery of such customary affidavits and indemnities with respect to a lost certificate which the Paying Agent and/or the Company’s transfer agent may reasonably require) for cancelation cancellation to the Exchange AgentPaying Agent or to such other agent or agents as may be appointed by Parent, together with such letter of transmittal, duly completed and validly executed, and such other documents as may reasonably be required by the Exchange Paying Agent, the holder of such Common Stock Certificate shall be entitled to receive in exchange therefor a receipt evidencing that number of whole Parent ADSs (together with cash in lieu of any fractional Parent ADS in accordance with Section 2.03(e)), if any, and the amount of cash, if any, that cash into which the aggregate number of shares of Company Common Stock previously theretofore represented by such Common Stock Certificate shall have been converted pursuant to Section 2.01 into the right to receive, together with certain dividends or other distributions in accordance with Section 2.02(c)3.1, and the Certificate Common Stock Certificates so surrendered shall forthwith be canceled. No interest will be paid or will accrue on the cash payable upon the surrender of any Common Stock Certificate. In the event of a transfer of ownership of Company Common Stock that is not registered in the transfer records of the Company, a receipt evidencing the proper number of Parent ADSs payment may be issued and/or the proper amount of cash may be paid, as appropriate, in exchange therefor made to a person other than the person in whose name the Common Stock Certificate so surrendered is registered registered, if such Common Stock Certificate shall be properly endorsed or otherwise be in proper form for transfer and the person requesting such issuance payment shall pay any transfer or other taxes Taxes required by reason of the issuance of Parent ADSs to a person other than the registered holder of such Common Stock Certificate or establish to the satisfaction of Parent that such tax Tax has been paid or is not applicable. Until surrendered as contemplated by this Section 2.03(b)3.2, each Common Stock Certificate (other than Common Stock Certificates representing Dissenting Company Shares or shares to be cancelled pursuant to Section 3.1(a)) shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the amount of Merger Consideration Consideration, without interest, into which the Shares theretofore represented by such Common Stock Certificate shall have been converted pursuant to Section 3.1. If any Common Stock Certificate shall not have been surrendered prior to six years after the Effective Time (or immediately prior to such time on which any payment in respect hereof would otherwise escheat or become the property of any governmental unit or agency), the payment in respect of such Common Stock Certificate shall, to the extent permitted by applicable law, become the property of the Surviving Corporation, free and clear of all claims or interest of any person previously entitled thereto. Notwithstanding the foregoing, none of the Paying Agent, Parent, the Company, Sub or the Surviving Corporation or any party hereto shall be liable to any former stockholder of the Company for any cash or interest delivered to a public official pursuant to applicable abandoned property, escheat or similar laws. Each of the Paying Agent, Parent and the Surviving Corporation shall be entitled to deduct and withhold from the consideration otherwise payable pursuant to this Agreement to any holder of shares of Common Stock (or Common Stock Certificates) such amounts as it is required to deduct and withhold, if any with respect to the payment of such consideration under all applicable Tax laws (as hereinafter defined) and pay such withholding amount over to the appropriate Taxing authority. To the extent that amounts are so properly withheld, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the holder thereof has the right to receive pursuant to the provisions of this Article II, certain dividends or other distributions in accordance with Section 2.03(c) and cash in lieu a Common Stock Certificate formerly representing shares of any fractional Parent ADS in accordance withCommon Stock.

Exchange Procedures. As soon as reasonably practicable practi- cable after the Effective TimeTime of the Mergers, 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 Mergers represented out- standing shares of Parent Common Stock or Company Common Stock (the "Certificates") whose shares were converted into the right to receive the applicable Merger Consideration shares of Holdco Common Stock pursuant to Section 2.012.1 or 2.2 hereof, (i) a form of letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Agent and shall be in customary such form and have such other provisions as Parent Holdco may reasonably specify) ), and (ii) instructions for use in surrendering effecting the surrender of the Certificates in exchange for the applicable Merger Consideration with respect theretocertificates representing shares of Holdco Common Stock. Upon surrender of a Certificate for cancelation cancellation to the Exchange AgentAgent or to such other agent or agents as may be appointed by Holdco, together with such letter of transmittal, duly completed and validly executed, and such other documents as may reasonably be required by the Exchange Agent, the holder of such Certificate Certifi- cate shall be entitled to receive in exchange therefor a receipt evidencing certificate representing that number of whole Parent ADSs (together with cash in lieu of any fractional Parent ADS in accordance with Section 2.03(e)), if any, and the amount of cash, if any, that the aggregate number of shares of Company Holdco Common Stock previously represented by which such Certificate shall have been converted pursuant to Section 2.01 into holder has the right to receive, together with certain dividends or other distributions in accordance with Section 2.02(c)receive pursuant to the provisions of this Article II, and the Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of Parent Common Stock or Company Common Stock that which is not registered in the transfer records of Parent or the Company, as applicable, a receipt evidencing certificate representing the proper number of Parent ADSs shares of Holdco Common Stock may be issued and/or the proper amount of cash may be paid, as appropriate, in exchange therefor to a person other than the person in whose name the Certificate so surrendered is registered registered, if such Certificate shall be properly endorsed or otherwise be in proper form for transfer and the person requesting such issuance payment shall pay any transfer or other taxes required by reason of the issuance of Parent ADSs shares of Holdco Common Stock to a person other than the registered holder of such Certificate or establish to the satisfaction of Parent Holdco that such tax has been paid or is not applicable. Until surrendered as contemplated by this Section 2.03(b)2.3, each Certificate shall be deemed at any time after the Effective Time of the Mergers to represent only the right to receive upon such surrender the Merger Consideration that the holder thereof has the right to receive pursuant to the provisions certificate representing shares of this Article II, certain dividends or other distributions in accordance with Section 2.03(c) Holdco Common Stock and cash in lieu of any fractional Parent ADS shares of Holdco Common Stock as contemplated by this Section 2.3. No interest shall be paid or accrue on any cash payable in accordance withlieu of any fractional shares of Holdco Common Stock. (c)

Exchange Procedures. As soon as reasonably practicable (and in any event no later than ten days) after the Effective Time, the Exchange Surviving Corporation shall cause the Paying 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 Company Common Stock (the "Certificates") whose shares were converted into the right to receive the applicable Merger Consideration pursuant to Section 2.01, 2.01(b) (i) a form of letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Exchange Paying Agent and which shall be in customary form and have such other provisions as Parent may reasonably specifycontain customary provisions) and (ii) instructions for use in surrendering effecting the surrender of the Certificates in exchange for the applicable Merger Consideration with respect theretoConsideration. Upon surrender Each holder of record of a Certificate for cancelation shall, upon surrender to the Exchange Agent, together with such letter of transmittal, duly completed and validly executed, and such other documents as may reasonably be required by the Exchange Agent, the holder Paying Agent of such Certificate shall Certificate, be entitled to receive in exchange therefor a receipt evidencing that number of whole Parent ADSs (together with cash in lieu of any fractional Parent ADS in accordance with Section 2.03(e)), if any, and the amount of cash, if any, that cash which the aggregate number of shares of Company Common Stock previously represented by such Certificate shall have has been converted pursuant to Section 2.01 into the right to receive, together with certain dividends or other distributions in accordance with receive pursuant to Section 2.02(c2.01(b), and the Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of Company Common Stock that which is not registered in the transfer records of the Company, a receipt evidencing payment of the proper number of Parent ADSs Merger Consideration may be issued and/or the proper amount of cash may be paid, as appropriate, in exchange therefor made to a person (as defined in Section 8.03) other than the person in whose name the Certificate so surrendered is registered if if, and only if, such Certificate shall be properly endorsed or otherwise be in proper form for transfer and the person requesting such issuance payment shall pay any transfer or other taxes required by reason of the issuance payment of Parent ADSs the Merger Consideration to a person other than the registered holder of such Certificate or establish to the satisfaction of Parent the Surviving Corporation that such tax has been paid or is not applicable. Until surrendered as contemplated by this Section 2.03(b)2.02, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration that which the holder thereof has the right to receive in respect of such Certificate pursuant to this Article II. No interest shall be paid or will accrue on any cash payable to holders of Certificates pursuant to the provisions of this Article II, certain dividends or other distributions in accordance with Section 2.03(c) and cash in lieu of any fractional Parent ADS in accordance with.

Exchange Procedures. As soon as reasonably practicable after the Effective Time, the Exchange Agent shall mail to each holder of record an outstanding certificate or certificates which prior thereto represented shares of a Certificate whose shares were converted into Company Stock (the right to receive the applicable Merger Consideration pursuant to Section 2.01"Certificates") shall, (i) a form of letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates surrender to the Exchange Agent of such Certificate or Certificates and shall be in customary form and have such other provisions as Parent may reasonably specify) and (ii) instructions for use in surrendering the Certificates in exchange for the applicable Merger Consideration with respect thereto. Upon surrender of a Certificate for cancelation to the Exchange Agent, together with such letter of transmittal, duly completed and validly executed, and such other documents as may reasonably be required acceptance thereof by the Exchange Agent, the holder of such Certificate shall be entitled to receive in exchange therefor a receipt evidencing that number of whole Parent ADSs (together with cash in lieu of any fractional Parent ADS in accordance with Section 2.03(e)), if any, and the amount of cash, if any, that into which the aggregate number of shares of Company Common Stock previously represented by such Certificate or Certificates surrendered shall have been converted pursuant to this Agreement and, in the event a Conversion Decision was not made, a certificate or certificates representing the number of full shares of common stock of the Surviving Corporation, if any, to be retained by the holder thereof as Retained Shares pursuant to this Agreement. The Exchange Agent shall accept such Certificates upon compliance with the terms and conditions of Section 2.01 1.7 and such other reasonable terms and conditions as the Exchange Agent may impose to effect an orderly exchange thereof in accordance with normal exchange practices. After the Effective Time, there shall be no further transfer on the records of the Company or its transfer agent of Certificates which have been converted, in whole or in part, pursuant to this Agreement into the right to receivereceive the Cash Election Price or the Preferred Stock Merger Consideration, together with certain dividends or other distributions in accordance with Section 2.02(c)as the case may be, and if such Certificates are presented to the Company for transfer, they shall be canceled against delivery of the Cash Election Price or the Preferred Stock Merger Consideration, as the case may be, and, if appropriate, certificates for Retained Shares. If any certificate for such Retained Shares is to be issued in, or if cash is to be remitted to, a name other than that in which the Certificate surrendered for exchange is registered, it shall be a condition of such exchange that the Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of Company Common Stock that is not registered in the transfer records of the Company, a receipt evidencing the proper number of Parent ADSs may be issued and/or the proper amount of cash may be paid, as appropriate, in exchange therefor to a person other than the person in whose name the Certificate so surrendered is registered if such Certificate shall be properly endorsed endorsed, with signature guaranteed, or otherwise be in proper form for transfer and that the person Person requesting such issuance exchange shall pay to the Company, its transfer agent, or Exchange Agent any transfer or other taxes required by reason of the issuance of Parent ADSs to certificates for such Retained Shares in a person name other than that of the registered holder of such the Certificate surrendered, or establish to the satisfaction of Parent the Company or its transfer agent that such tax has been paid or is not applicable. Until surrendered as contemplated by this Section 2.03(b1.9(b), each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration that the holder thereof has the right to receive pursuant to the provisions of this Article II, certain dividends as contemplated by Section 1.6. No interest will be paid or other distributions in accordance with Section 2.03(c) and will accrue on any cash payable as Merger Consideration or in lieu of any fractional Parent ADS in accordance withRetained Shares.

Exchange Procedures. As soon as reasonably practicable after the Effective Time, VTEL shall cause the Exchange Agent shall mail to send to each record holder of record of a Certificate whose shares were converted into Company Common Stock and Series C Preferred Stock at the right to receive the applicable Merger Consideration pursuant to Section 2.01, Effective Time (i) a form of letter of transmittal (which CORPDAL:59869.4 22768-00022 5 shall specify that delivery shall be effected, and risk of loss and title to the Certificates certificates theretofore representing Company Common Stock or Series C Preferred Stock (the "Certificates") shall pass, only upon delivery of the Certificates to the Exchange Agent and shall be in customary such form and have contain such other provisions as Parent may VTEL and the Company shall reasonably specify) determine), and (ii) instructions for use in surrendering effecting the surrender of the Certificates in exchange for certificates representing shares of VTEL Common Stock and any cash in lieu of fractional shares, into which the applicable Merger Consideration with respect theretoshares of Company Common Stock or Series C Preferred Stock represented by such Certificate or Certificates shall have been converted pursuant to this Agreement. Upon surrender of a Certificate for cancelation cancellation to the Exchange Agent, together with such letter of transmittal, duly completed and validly executed, and such other documents as may reasonably be required by the Exchange Agent, the holder of such Certificate shall be entitled to receive in exchange therefor therefor, a receipt evidencing certificate representing that number of whole Parent ADSs (together with cash in lieu of any fractional Parent ADS in accordance with Section 2.03(e)), if any, and the amount of cash, if any, that the aggregate number of shares of Company VTEL Common Stock previously represented by which such Certificate shall have been converted pursuant to Section 2.01 into holder has the right to receive, together with certain dividends or other distributions receive pursuant to the provisions of this Article II and cash in accordance with Section 2.02(c)the amount such holder has the right to receive pursuant to such provisions, and the Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of Company Common Stock that or Series C Preferred Stock which is not registered in the transfer records of the Company, a receipt certificate evidencing the proper number of Parent ADSs shares of VTEL Common Stock may be issued and/or to the proper amount of cash may be paid, as appropriate, in exchange therefor to a person other than the person in whose name transferee if the Certificate so surrendered is registered if such Certificate evidencing the Company Common Stock or Series C Preferred Stock shall be properly endorsed or otherwise be in proper form for surrendered to the Exchange Agent, accompanied by all documents required to evidence and effect such transfer and the person requesting such issuance shall pay by evidence that any applicable stock transfer or other taxes required by reason of the issuance of Parent ADSs to a person other than the registered holder of such Certificate or establish to the satisfaction of Parent that such tax has have been paid or is not applicablepaid. Until surrendered as contemplated by for exchange in accordance with the provisions of Section 2.02 of this Section 2.03(b)Agreement, each Certificate theretofore representing Converted Shares (other than shares of Company Common Stock and Series C Preferred Stock to be canceled pursuant to Section 2.01(e) of this Agreement and any Dissenting Shares) shall be deemed at any time from and after the Effective Time to represent for all purposes only the right to receive upon such surrender the applicable Merger Consideration that the as set forth in this Agreement. If any holder thereof has the right of Converted Shares shall be unable to receive pursuant to the provisions of this Article IIsurrender such holder's Certificates because such Certificates have been lost or destroyed, certain dividends or other distributions in accordance with Section 2.03(c) and cash such holder may deliver in lieu thereof an affidavit and indemnity bond in form and substance and with surety reasonably satisfactory to VTEL. No interest shall be paid on any Merger Consideration payable to former holders of any fractional Parent ADS in accordance withConverted Shares.

Exchange Procedures. As soon as reasonably practicable after the Effective Time, Parent shall cause the Exchange Paying Agent shall to mail to each holder of record of a Certificate certificate or certificates (the “Certificates”) that immediately prior to the Effective Time represented outstanding shares of Company Common Stock (or, in the case of certificates that represent shares of Signature Inns, Inc. which have not as of the Effective Time been surrendered for certificates representing shares of Company Common Stock, the right to receive shares of Company Common Stock) whose shares were converted into the right to receive the applicable Merger Consideration pursuant to Section 2.01, (i) a form of letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Paying Agent and shall be in customary such form and have such other provisions as Parent may reasonably specify) and (ii) instructions for use in surrendering effecting the surrender of the Certificates in exchange for the applicable Merger Consideration with respect theretoConsideration. Upon surrender of a Certificate for cancelation cancellation to the Exchange Paying Agent, together with such letter of transmittal, duly completed and validly executed, and such other documents as may reasonably be required by the Exchange Paying Agent, the holder of such Certificate shall be entitled to receive in exchange therefor a receipt evidencing that number of whole Parent ADSs (together with cash in lieu of any fractional Parent ADS in accordance with Section 2.03(e)), if any, and the amount of cash, if any, that cash into which the aggregate number of shares of Company Common Stock previously theretofore represented by such Certificate shall have been converted pursuant to Section 2.01 into the right to receive, together with certain dividends or other distributions in accordance with Section 2.02(c)2.01, and the Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of Company Common Stock that is not registered in the transfer records of the Company, a receipt evidencing the proper number of Parent ADSs payment may be issued and/or the proper amount of cash may be paid, as appropriate, in exchange therefor made to a person other than the person in whose name the Certificate so surrendered is registered registered, if such Certificate shall be properly endorsed or otherwise be in proper form for transfer and the person requesting such issuance payment shall pay any transfer or other taxes required by reason of the issuance of Parent ADSs payment to a person other than the registered holder of such Certificate or establish to the reasonable satisfaction of Parent that such tax has been paid or is not applicable. Until Subject to Section 2.01(d) and except as otherwise provided with respect to Unpaid Dividends in Section 2.02(c), until surrendered as contemplated by this Section 2.03(b)2.02, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration that the holder thereof has the right to receive pursuant to the provisions of as contemplated by this Article II, certain dividends Section 2.02. No interest shall be paid or other distributions in accordance with Section 2.03(c) and accrue on any cash in lieu payable upon surrender of any fractional Parent ADS in accordance withCertificate.

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 Target Companies Common Stock (the "Certificates") at the Effective Time, whose shares were converted into the right to receive the applicable Merger Consideration shares of Parent Common Stock, shares of Bridge Preferred Stock and cash pursuant to Section 2.01, (i) a form of letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Agent and shall be in customary form and have containing such other provisions as Parent may reasonably specifyspecify and which shall have been approved by the Holder Representative, which approval shall not be unreasonably withheld or delayed, (ii) a stockholder certification substantially in the form attached as Exhibit B (a "Stockholder Certification") and (iiiii) instructions for use in surrendering the Certificates in exchange for the applicable Merger Consideration with respect theretocertificates representing Parent Common Stock, Bridge Preferred Stock and cash. Upon surrender of a Certificate for cancelation cancellation to the Exchange Agent, together with such letter of transmittaltransmittal and Stockholder Certification, duly completed and validly executed, and such other documents as may reasonably be required by the Exchange AgentAgent or Parent, the holder of such Certificate shall be entitled to receive in exchange therefor a receipt evidencing certificates representing that number of whole Parent ADSs (together with cash in lieu of any fractional Parent ADS in accordance with Section 2.03(e)), if any, and the amount of cash, if any, that the aggregate number of shares of Company Parent Common Stock previously represented by and Bridge Preferred Stock which such Certificate shall have been converted pursuant to Section 2.01 into holder has the right to receivereceive pursuant to the provisions of Section 2.01(c), together with certain dividends or other distributions in accordance with Section 2.02(c2.03(d), cash in lieu of any fractional share of Parent Common Stock or Bridge Preferred Stock in accordance with Section 2.03(e), and the cash which such holder has the right to receive pursuant to the provisions of Section 2.01(c); and the Certificate so surrendered shall forthwith be canceledcancelled. In the event of a transfer of ownership of Company Target Companies Common Stock that which is not registered in the transfer records of the applicable Target Company, a receipt evidencing certificate representing the proper number of shares of Parent ADSs may be issued and/or Common Stock and Bridge Preferred Stock and the proper amount of cash EG&G Cash Merger Consideration or Xxxx Cash Merger Consideration, as applicable, for such shares may be paid, as appropriate, in exchange therefor issued to a person other than the person in whose name the Certificate so surrendered is registered if such Certificate shall be properly endorsed or otherwise be in proper form for transfer and the person requesting such issuance shall pay any transfer or other taxes required by reason of the issuance of Parent ADSs to a person other than the registered holder of such Certificate or establish to the satisfaction of Parent that such tax has been paid or is not applicable. Until surrendered as contemplated by this Section 2.03(b), each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration that the holder thereof has the right to receive pursuant to the provisions of this Article II, certain dividends or other distributions in accordance with Section 2.03(c) and cash in lieu of any fractional Parent ADS in accordance withthan

Exchange Procedures. As soon as reasonably practicable after the Effective Time, the Surviving Corporation shall instruct the Exchange Agent shall to promptly mail to each holder of record of a Certificate whose certificate or certificates which immediately prior to the Effective Time evidenced outstanding shares were converted into of Company Common Stock (other than Dissenting Shares) (the right to receive the applicable Merger Consideration pursuant to Section 2.01, "Certificate") (i) a form of letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Exchange Agent and shall be in customary such form and have such other provisions as Parent the Surviving Corporation may reasonably specify) and (ii) instructions for use in surrendering effecting the surrender of the Certificates in exchange for certificates evidencing shares of Parent Common Stock. Subject to Section 3.6 and the applicable Merger Consideration with respect thereto. Upon Selling Shareholder's Agreement, upon surrender of a Certificate for cancelation cancellation to the Exchange AgentAgent (or, in lieu thereof, delivery to the Exchange Agent of an appropriate affidavit of loss and such other documents as may be required under Section 3.2(i)) together with such letter of transmittal, duly completed and validly executed, and such other customary documents as may reasonably be required by the Exchange Agentpursuant to such instructions, the holder of such Certificate Certificates shall be entitled to receive receive, and shall instruct the Exchange Agent to promptly deliver, in exchange therefor a receipt (A) certificates evidencing that number of whole shares of Parent ADSs (together with cash Common Stock which such holder has the right to receive in lieu respect of any fractional Parent ADS in accordance with Section 2.03(e)), if any, and the amount of cash, if any, that the aggregate number of shares of Company Common Stock previously represented formerly evidenced by such Certificate shall have been converted in accordance with Section 3.1, (B) cash or whole shares in lieu of fractional shares of Parent Common Stock to which such holder is entitled pursuant to Section 2.01 into the right to receive, together with certain 3.2(e) and (C) any dividends or other distributions to which such holder is entitled pursuant to Section 3.2(c) (the shares of Parent Common Stock, dividends, distributions and cash described in accordance with Section 2.02(cclauses (A), (B) and (C) being collectively, the "Merger Consideration") and the Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of shares of Company Common Stock that which is not registered in the transfer records of the Company, a receipt certificate evidencing the proper number of shares of Parent ADSs Common Stock and/or cash may be issued and/or the proper amount of cash may be paid, as appropriate, paid in exchange therefor accordance with this Article III to a person other than transferee if the person in whose name Certificates evidencing such shares of Company Common Stock are presented to the Certificate so surrendered is registered if Exchange Agent, accompanied by all documents required to evidence and effect such Certificate shall be properly endorsed or otherwise be in proper form for transfer and the person requesting such issuance shall pay by evidence that any applicable stock transfer or other taxes required by reason of the issuance of Parent ADSs to a person other than the registered holder of such Certificate or establish to the satisfaction of Parent that such tax has have been paid or is not applicablepaid. Until surrendered as contemplated by this Section 2.03(b)3.2, each Certificate shall be deemed at any time after the Effective Time to represent evidence only the right to receive upon such surrender the Merger Consideration that the holder thereof has the right to receive pursuant to the provisions of this Article II, certain dividends or other distributions in accordance with Section 2.03(c) and cash in lieu of any fractional Parent ADS in accordance withupon such surrender.

Exchange Procedures. As soon as reasonably practicable after the Effective TimeTime (and in any event within five Business Days), Parent shall cause the Exchange Agent shall to mail to each holder of record of a Certificate whose shares were converted into the right to receive the applicable Merger Consideration pursuant to Section 2.01, (i) a form of letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Exchange Agent and which shall be in customary form and have such other provisions as Parent may reasonably specify) contain customary provisions), and (ii) instructions for use in surrendering effecting the surrender of the Certificates in exchange for the applicable Merger Consideration with respect theretoShares, any dividends or other distributions payable pursuant to Section 1.6(c). Upon Each holder of record of one or more Certificates shall, upon surrender of a Certificate for cancelation to the Exchange AgentAgent of such Certificates, together with such letter of transmittal, duly completed and validly executed, and such other documents as may reasonably be required by the Exchange Agent, the holder of such Certificate shall be entitled to receive promptly in exchange therefor (i) a receipt evidencing certificate or certificates or book-entry shares representing that number of whole Parent ADSs (together with cash in lieu of any fractional Parent ADS in accordance with Section 2.03(e)), if any, and the amount of cash, if any, that the aggregate number of shares of Company Parent Common Stock previously represented (after taking into account all Certificates surrendered by such Certificate shall have been converted holder) to which such holder is entitled pursuant to Section 2.01 into the right to receive1.6(a), together with certain and (ii) any dividends or other distributions in accordance with payable pursuant to Section 2.02(c1.6(c), and the Certificate Certificates so surrendered shall forthwith be canceled. In the event of a transfer of ownership of the Company Common Stock that is not registered in the transfer records of the Company, a receipt evidencing payment of the proper number of Parent ADSs Merger Shares in accordance with Section 1.6(a) may be issued and/or the proper amount of cash may be paid, as appropriate, in exchange therefor made to a person other than the person in whose name the Certificate so surrendered is registered if such Certificate shall be properly endorsed or otherwise be in proper form for transfer and the person requesting such issuance payment shall pay any transfer or other taxes Taxes required by reason of the issuance of Parent ADSs to a person other than the registered holder of such Certificate transfer or establish to the reasonable satisfaction of Parent that such tax has Taxes have been paid or is are not applicable. Until surrendered as contemplated by this Section 2.03(b1.6(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 that the holder thereof has the right Shares and any dividends or other distributions payable pursuant to receive Section 1.6(c). No interest shall be paid or will accrue on any payment to holders of Certificates pursuant to the provisions of this Article II, certain dividends or other distributions in accordance with Section 2.03(c) and cash in lieu of any fractional Parent ADS in accordance with1.

Exchange Procedures. As soon as reasonably practicable Promptly (and in any event within three (3) Business Days) after the Effective Time, the Exchange Buyer shall cause the Paying Agent shall to mail to each holder of record of a Certificate whose shares were converted into the right to receive the applicable Merger Consideration pursuant to Section 2.01, and each Non-Employee Recipient (i) a form Letter of letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Agent and shall be in customary form and have such other provisions as Parent may reasonably specify) Transmittal and (ii) in the case of Company Shares, instructions for use in surrendering effecting the Certificates surrender of such Certificate in exchange for the applicable Merger portion of the Stock Consideration payable with respect thereto and, in the case of Options and Phantom Share Units, instructions for effecting the surrender of such Options and/or Phantom Share Units, as applicable, in exchange for the applicable portion of the Option Consideration and/or Phantom Share Unit Consideration, as applicable, payable with respect thereto, provided that the Buyer shall assist the Company in developing arrangements for the delivery of such materials to those Company stockholders designated by the Company to facilitate the payment of the applicable portion of the Stock Consideration to such designated stockholders immediately following the Effective Time. Upon surrender of a Certificate for cancelation cancellation to the Exchange Paying Agent, together with such letter a duly executed Letter of transmittal, duly completed and validly executed, and such other documents as may reasonably be required by the Exchange AgentTransmittal, the holder of such Certificate shall be entitled to receive paid promptly (and in any event within three (3) Business Days) in exchange therefor a receipt evidencing that number of whole Parent ADSs (together with cash in lieu an amount equal to (A) the portion of any fractional Parent ADS the Aggregate Closing Stock Consideration that such holder has the right to receive pursuant to the provisions of this Article II in accordance with Section 2.03(e)), if any, and the amount respect of cash, if any, that the aggregate number of shares of all Company Common Stock previously Shares represented by such Certificate shall have been converted pursuant to Section 2.01 into Certificate, plus (B) as and when payable, the portion of all other Stock Consideration that such holder has the right to receive, together with certain dividends or other distributions receive pursuant to the provisions of this Article II in accordance with Section 2.02(c), and the Certificate so surrendered shall forthwith be canceledrespect of all Company Shares represented by such Certificate. In the event of a transfer of ownership of Company Common Stock that Shares which is not registered in the transfer records of the Company, a receipt evidencing the proper number of Parent ADSs applicable Stock Consideration may be issued and/or the proper amount of cash may be paid, as appropriate, in exchange therefor paid to a person Person other than the person Person in whose name the Certificate so surrendered is registered registered, if such Certificate shall be properly endorsed or otherwise be in proper form for is presented to the Paying Agent, accompanied by all documents required to evidence and effect such transfer and the person requesting such issuance shall pay by evidence that any applicable stock transfer or other taxes required by reason of the issuance of Parent ADSs to a person other than the registered holder of such Certificate or establish to the satisfaction of Parent that such tax has Taxes have been paid or is not applicablepaid. Until surrendered as contemplated by this Section 2.03(b2.2(b), each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger applicable Stock Consideration that the holder thereof has the right to receive pursuant to the provisions of as contemplated by this Article II, certain dividends or other distributions in accordance with Section 2.03(c) and cash in lieu of any fractional Parent ADS in accordance with2.2(b).

Exchange Procedures. As soon as reasonably practicable after the Effective Time, the Surviving Corporation or the Exchange Agent Agent, on its behalf, shall mail mail, or cause to be mailed, to each holder of record of a Certificate whose shares were converted into the right to receive the applicable Merger Consideration pursuant to Section 2.01AVN Common Stock or Avicena Series A, B or C Preferred Stock or Common Stock: (i) notice that the Merger has been consummated and instructions for effecting the surrender of their Old Certificates in exchange for certificates representing shares of Avicena Common Stock; and (ii) a form of letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Old Certificates shall pass, only upon delivery of the Old Certificates to the Exchange Agent and shall be in customary such form and have such other provisions as Parent the Surviving Corporation may reasonably specify) and (ii) instructions for use in surrendering the Certificates in exchange for the applicable Merger Consideration with respect thereto). Upon surrender of a an Old Certificate for cancelation cancellation to the Exchange Agent, together with such a properly completed and duly executed letter of transmittal, duly completed and validly executed, transmittal and such other documents as may reasonably be required by the Exchange Agentrequested, the holder of such Old Certificate shall be entitled to receive receive, and the Exchange Agent shall promptly deliver, in exchange therefor a receipt evidencing certificate representing that number of whole Parent ADSs (together with cash in lieu of any fractional Parent ADS in accordance with Section 2.03(e)), if any, and the amount of cash, if any, that the aggregate number of shares of Company Avicena Common Stock previously represented by which such Certificate shall have been converted pursuant to Section 2.01 into holder has the right to receivereceive in respect of the Old Certificate surrendered pursuant to the provisions of this Article 2 (after taking into account all shares of AVN Common Stock or Avicena Series A, together with certain dividends B or other distributions in accordance with Section 2.02(cC Preferred Stock or Common Stock then held by such holder), and the Old Certificate so surrendered shall forthwith be canceledcancelled. In the event of a transfer of ownership of Company AVN Common Stock that or Avicena Series A, B or C Preferred Stock or Common Stock which is not registered in the transfer records of the CompanyAVN or Avicena, respectively, a receipt evidencing certificate representing the proper number of Parent ADSs shares of Avicena Common Stock may be issued and/or the proper amount of cash may be paid, as appropriate, in exchange therefor to a person other than transferee if the person in whose name Old Certificate representing such AVN Common Stock or Avicena Series A, B or C Preferred Stock or Common Stock is presented to the Certificate so surrendered is registered if Exchange Agent, accompanied by all documents required to evidence and effect such Certificate shall be properly endorsed or otherwise be in proper form for transfer and the person requesting such issuance shall pay by evidence that any applicable stock transfer or other taxes required by reason of the issuance of Parent ADSs to a person other than the registered holder of such Certificate or establish to the satisfaction of Parent that such tax has have been paid or is not applicable. Until surrendered as contemplated by this Section 2.03(b), each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration that the holder thereof has the right to receive pursuant to the provisions of this Article II, certain dividends or other distributions in accordance with Section 2.03(c) and cash in lieu of any fractional Parent ADS in accordance withpaid.

Exchange Procedures. As soon as reasonably practicable after the Effective Time, Parent shall cause the Exchange Paying 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 applicable Merger Consideration pursuant to Section 2.01Consideration, (i) a form of letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates certificates that immediately prior to the Effective Time represented shares of Company Common Stock (the “Certificates”) shall pass, only upon proper delivery of the Certificates to the Exchange Paying Agent or, in the case of book-entry shares that immediately prior to the Effective Time represented shares of Company Common Stock (“Book-Entry Shares”), upon adherence to the procedures set forth in the letter of transmittal, and shall be in customary form and have such other provisions as Parent may reasonably specify) and (ii) instructions for use in surrendering effecting the surrender of the Certificates (or effective affidavits of loss in lieu thereof) or Book-Entry Shares in exchange for the applicable Merger Consideration with respect theretoConsideration. Upon Each holder of record of one or more Certificates or Book-Entry Shares shall, upon surrender of a Certificate for cancelation to the Exchange AgentPaying Agent of such Certificates or Book-Entry Shares, together with such letter of transmittal, duly completed and validly executed, and such other documents as may reasonably be required by the Exchange Paying Agent, the holder of such Certificate shall be entitled to receive in exchange therefor a receipt evidencing that number of whole Parent ADSs (together with cash in lieu of any fractional Parent ADS in accordance with Section 2.03(e)), if any, and the amount of cash, if any, that the aggregate number of shares of Company Common Stock previously represented by cash to which such Certificate shall have been converted holder is entitled pursuant to Section 2.01 into the right to receive, together with certain dividends or other distributions in accordance with Section 2.02(c2.01(c), and the Certificate Certificates or Book-Entry Shares so surrendered shall forthwith be canceled. In the event of a transfer of ownership of Company Common Stock that which is not registered in the transfer records of the Company, a receipt evidencing payment of the proper number of Parent ADSs Merger Consideration in accordance with this Section 2.02(b) may be issued and/or the proper amount of cash may be paid, as appropriate, in exchange therefor made to a person other than the person in whose name the Certificate or Book-Entry Share so surrendered is registered if such Certificate or Book-Entry Share shall be properly endorsed or otherwise be in proper form for transfer (and accompanied by all documents required to evidence and effect such transfer) and the person requesting such issuance payment shall pay any transfer or other taxes required by reason of the issuance payment of Parent ADSs the Merger Consideration to a person other than the registered holder of such Certificate or establish to the satisfaction of Parent that such tax has been paid or is not applicableBook-Entry Share. Until surrendered as contemplated by this Section 2.03(b2.02(b), each Certificate and each Book-Entry Share (other than Certificates or Book-Entry Shares representing Dissenting Shares, Cancelled Shares and Remaining Shares) shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration that the holder thereof has the right Consideration. No interest shall be paid or will accrue on any payment to receive holders of Certificates or Book-Entry Shares pursuant to the provisions of this Article II, certain dividends or other distributions in accordance with Section 2.03(c) and cash in lieu of any fractional Parent ADS in accordance with.

Exchange Procedures. As soon promptly as reasonably practicable after the Effective Time, FNIS shall send, or will cause the Exchange Agent shall mail to send, to each holder of record of a Certificate whose shares certificate or certificates representing outstanding Merger Shares that were converted into the right to receive the applicable Merger Consideration FNIS Common Shares and/or cash contemplated to be issued pursuant to Section 2.01this Article III, (i) a form of letter of transmittal and instructions (which shall be in customary form and specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates certificates representing outstanding Company Common Shares to the Exchange Agent and shall be in customary form and have such other provisions as Parent may reasonably specify) and (ii) instructions Agent), for use in surrendering the Certificates in exchange for the applicable Merger Consideration with respect theretocontemplated by this Section 3.4. Upon surrender of a Certificate for cancelation such certificate to the Exchange Agent, together with such a duly executed letter of transmittal, duly completed and validly executed, and such other documents as may reasonably be required by the Exchange Agent, the holder of such Certificate certificate shall be entitled to receive in exchange therefor a receipt evidencing that number certificate representing the applicable portion of whole Parent ADSs (together with the FNIS Common Shares and cash in lieu of any fractional Parent ADS in accordance with Section 2.03(e)), if any, and the amount of cash, if any, that the aggregate number of shares of Company Common Stock previously represented by such Certificate shall have been converted contemplated to be issued pursuant to Section 2.01 into the right to receive, together with certain dividends or other distributions in accordance with Section 2.02(c), and the Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of Company Common Stock that is not registered in the transfer records of the Company, a receipt evidencing the proper number of Parent ADSs may be issued and/or the proper amount of cash may be paid, as appropriate, in exchange therefor to a person other than the person in whose name the Certificate so surrendered is registered if such Certificate shall be properly endorsed or otherwise be in proper form for transfer and the person requesting such issuance shall pay any transfer or other taxes required by reason of the issuance of Parent ADSs to a person other than the registered holder of such Certificate or establish to the satisfaction of Parent that such tax has been paid or is not applicablethis Article III. Until surrendered as contemplated by this Section 2.03(b)3.4, each Certificate certificate representing Merger Shares shall be deemed at any time after the Effective Time to represent only the right to receive upon the applicable portion of the FNIS Common Shares and/or cash contemplated to be issued pursuant to this Article III. If any portion of such surrender FNIS Common Shares and/or cash is to be paid to a Person other than the Person in whose name the certificate representing Merger Consideration Shares is registered, it shall be a condition to such payment that such certificate so surrendered shall be properly endorsed or otherwise be in proper form for transfer and that the Person requesting such payment shall pay to the Exchange Agent any transfer or other taxes required as a result of such payment to a Person other than the registered holder thereof of such certificate or establish to the satisfaction of the Exchange Agent that such tax has been paid or is not payable. If any certificate representing outstanding Company Shares shall have been lost, stolen or destroyed, upon the right making of an affidavit of that fact by the Person claiming such certificate to receive be lost, stolen or destroyed and, if required by FNIS, the posting by such Person of a bond, in such reasonable amount as FNIS may direct, as indemnity against any claim that may be made against it with respect to such certificate, the Exchange Agent will deliver, in exchange for such lost, stolen or destroyed certificate, the applicable portion of the FNIS Common Shares and/or cash contemplated to be issued pursuant to the provisions of this Article II, certain dividends or other distributions in accordance with Section 2.03(c) and cash in lieu of any fractional Parent ADS in accordance withIII.

Exchange Procedures. As soon as reasonably practicable after the Effective Time, but in no event later than 30 days after the Exchange Agent shall mail to Closing Date, each holder of record an outstanding certificate or certificates which, prior thereto, represented shares of PGI Common Stock and each holder of a Certificate whose shares were converted into vested and exercisable Option shall, upon surrender to the right Surviving Corporation of such certificate or certificates (or a lost stock certificate affidavit and indemnity with respect thereto reasonably acceptable to receive AMS) together with an executed Letter of Transmittal, in the applicable Merger Consideration pursuant to Section 2.01, (i) a form case of letter of transmittal (which shall specify that delivery shall be effectedPGI Common Stock, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Agent and shall be in customary form and have such other provisions as Parent may reasonably specify) and (ii) instructions for use in surrendering the Certificates in exchange for the applicable Merger Consideration with respect thereto. Upon surrender of a Certificate for cancelation to the Exchange Agent, properly executed exercise notice together with such letter an executed Letter of transmittalTransmittal, duly completed and validly executedin the case of an Option, and such other documents as may reasonably be required by the Exchange Agent, the holder of such Certificate shall be entitled to receive in exchange therefor a receipt evidencing that number the Initial Price Per Common Share and Deferred Payment for each share of whole Parent ADSs (together with cash in lieu of any fractional Parent ADS in accordance with Section 2.03(e)), if any, and the amount of cash, if any, that the aggregate number of shares of Company PGI Common Stock previously represented by such Certificate shall have been converted pursuant certificate or certificates so surrendered, or the Initial Price Per Option Share and Deferred Payment, in the case of each Option with respect to Section 2.01 into the right to receivewhich an exercise notice is so surrendered, together with certain dividends or other distributions in accordance with Section 2.02(c), and the Certificate so surrendered shall forthwith be canceled. In the event for each share of a transfer of ownership of Company PGI Common Stock that represented by such Option. If payment is not registered in the transfer records of the Company, a receipt evidencing the proper number of Parent ADSs may to be issued and/or the proper amount of cash may be paid, as appropriate, in exchange therefor paid to a any person other than the person in whose name the Certificate so certificate or certificates representing shares of PGI Common Stock surrendered in exchange therefor is registered if such Certificate registered, it shall be properly endorsed or otherwise a condition to such exchange that written instructions with respect thereto, reasonably satisfactory to AMS, shall be in proper form for transfer and the person requesting such issuance shall pay provided to AMS with (i) payment of any transfer or other taxes required by reason of the issuance of Parent ADSs payment for such consideration to a person other than the registered holder of such Certificate the certificate or establish certificates surrendered, or (ii) establishment to the reasonable satisfaction of Parent the Surviving Corporation that such tax has been paid or or, if AMS reasonably demonstrates that a tax may be applicable, that it is not applicable. Until surrendered as All amounts payable under this Section 3.2 shall be (i) paid in immediately available same-day funds, without interest, one full Business Day after the date when the applicable holder satisfies the procedures contemplated by this Section 2.03(b)3.2, each Certificate subject to Section 5.3, (ii) net of any debt owing by such holder (other than up to $10,000 owed by Robert Sylvia for relocation expenses, which shall survive the Closinx) xx XXX xx PGW and (iii) subject to any required withholding of taxes. PGI shall be deemed at any time after solely responsible for mailing the Effective Time to represent only the right to receive upon such surrender the Merger Consideration that the holder thereof has the right to receive pursuant Letters of Transmittal to the provisions holders of this Article II, certain dividends or other distributions in accordance with Section 2.03(c) PGI Common Stock and cash in lieu of any fractional Parent ADS in accordance withOptions.

Exchange Procedures. As soon as reasonably practicable after the Effective Time, but in no event later than five business days thereafter, the Exchange Surviving Corporation shall cause the Paying Agent shall to mail to each holder of record of a Certificate certificate or certificates (the "Certificates") that immediately prior to the Effective Time represented outstanding shares of Company Common Stock whose shares were converted into the right to receive the applicable Merger Consideration pursuant to Section 2.01, (i) a form of letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Paying Agent and shall be in customary such form and have such other provisions as Parent may reasonably specify) and (ii) instructions for use in surrendering effecting the surrender of the Certificates in exchange for the applicable Merger Consideration with respect theretoConsideration. Upon surrender of a Certificate for cancelation cancellation to the Exchange Paying Agent, together with such letter of transmittal, duly completed and validly executed, and such other documents as may reasonably be required by the Exchange Paying Agent, the holder of such Certificate shall be entitled to receive in exchange therefor a receipt evidencing that number of whole Parent ADSs (together with cash in lieu of any fractional Parent ADS in accordance with Section 2.03(e)), if any, and the amount of cash, if any, that cash into which the aggregate number of shares of Company Common Stock previously theretofore represented by such Certificate shall have been converted pursuant to Section 2.01 into the right to receive, together with certain dividends or other distributions in accordance with Section 2.02(c)2.01, and the Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of Company Common Stock that is not registered in the transfer records of the Company, a receipt evidencing the proper number of Parent ADSs payment may be issued and/or the proper amount of cash may be paid, as appropriate, in exchange therefor made to a person other than the person in whose name the Certificate so surrendered is registered registered, if such Certificate shall be properly endorsed or otherwise be in proper form for transfer and the person requesting such issuance payment shall pay any transfer or other taxes required by reason of the issuance of Parent ADSs payment to a person other than the registered holder of such Certificate or establish to the satisfaction of Parent that such tax has been paid or is not applicable. Until surrendered as contemplated by this Section 2.03(b)2.02, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration that amount of cash, without interest, into which the holder thereof has the right to receive shares of Company Common Stock theretofore represented by such Certificate have been converted pursuant to the provisions Section 2.01. If any holder of this Article IIshares of Company Common Stock shall be unable to surrender such holder's Certificates because such Certificates have been lost, certain dividends mutilated or other distributions in accordance with Section 2.03(c) and cash destroyed, such holder may deliver in lieu thereof an affidavit and indemnity bond in form and substance and with surety reasonably satisfactory to the Surviving Corporation. No interest shall be paid or accrue on the cash payable upon surrender of any fractional Parent ADS in accordance withCertificate.

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 Ascend Common Stock (the "Certificates") whose shares were converted into the right to receive the applicable Merger Consideration pursuant to Section 2.01, (i) a form of letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Agent and shall be in customary such form and have such other provisions as Parent Lucent and Ascend may reasonably specify) and (ii) instructions for use in surrendering the Certificates in exchange for the applicable Merger Consideration with respect theretoConsideration. Upon surrender of a Certificate for cancelation to the Exchange Agent, together with such letter of transmittal, duly completed and validly executed, and such other documents as may reasonably be required by the Exchange Agent, the holder of such Certificate shall be entitled to receive in exchange therefor a receipt evidencing certificate representing that number of whole Parent ADSs (together with cash in lieu of any fractional Parent ADS in accordance with Section 2.03(e)), if any, and the amount of cash, if any, that the aggregate number of shares of Company Lucent Common Stock previously represented by which such Certificate shall have been converted pursuant to Section 2.01 into holder has the right to receivereceive pursuant to the provisions of this Article II, together with certain dividends or other distributions in accordance with Section 2.02(c) and cash in lieu of any fractional share of Lucent Common Stock in accordance with Section 2.02(e), and the Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of Company Ascend Common Stock that which is not registered in the transfer records of the CompanyAscend, a receipt evidencing certificate representing the proper number of Parent ADSs shares of Lucent Common Stock may be issued and/or the proper amount of cash may be paid, as appropriate, in exchange therefor to a person (as defined in Section 8.03) other than the person in whose name the Certificate so surrendered is registered if such Certificate shall be properly endorsed or otherwise be in proper form for transfer and the person requesting such issuance shall pay any transfer or other taxes required by reason of the issuance of Parent ADSs shares of Lucent Common Stock to a person other than the registered holder of such Certificate or establish to the satisfaction of Parent Lucent that such tax has been paid or is not applicable. Until surrendered as contemplated by this Section 2.03(b2.02(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 that the holder thereof has the right and any cash in lieu of fractional shares of Lucent Common Stock to receive be issued or paid in consideration therefor upon surrender of such certificate in accordance with this Section 2.02. No interest shall be paid or will accrue on any cash payable to holders of Certificates pursuant to the provisions of this Article II, certain dividends or other distributions in accordance with Section 2.03(c) and cash in lieu of any fractional Parent ADS in accordance with. (c)

Exchange Procedures. As soon as reasonably practicable after At least one (1) Business Day prior to the Effective TimeClosing, the Company will deliver to the Exchange Agent shall mail to each holder of record of a Certificate whose shares were converted into the right to receive the applicable Merger Consideration pursuant to Section 2.01, (i) a form of duly executed letter of transmittal in the form set forth on Exhibit D from each Stockholder, including Levy Newco and Levy Newco II (which shall specify that delivery shall be effectedthe “Letter of Transmittal”), and risk (ii) any physical certificate or certificates (the “Certificates”) that represent outstanding shares of loss and title Common Stock held by such Stockholder, in each case, to the Certificates shall pass, only upon delivery of extent received by the Certificates Company at least two (2) Business Days prior to the Closing. Upon the surrender to the Exchange Agent and shall be in customary form and have such other provisions as Parent may reasonably specify) and (ii) instructions for use in surrendering the Certificates in exchange for the applicable Merger Consideration with respect thereto. Upon surrender of a Certificate for cancelation to the Exchange AgentLetter of Transmittal, duly executed, together with a Certificate, if any, representing the shares of Common Stock held by such letter of transmittal, duly completed and validly executed, Stockholder immediately prior to the Effective Time and such other documents as may reasonably be required by the Company or the Exchange Agent, the holder of Stockholder that surrendered such Certificate documents shall be entitled after the Effective Time to receive receive, in exchange therefor for the shares of Common Stock held by such Stockholder immediately prior to the Effective Time, a receipt evidencing certificate representing that number of whole Parent ADSs shares of Buyer Common Stock (together with cash in lieu of any fractional Parent ADS in accordance with Section 2.03(e)), if any, shares) and the amount of cash, if any, other cash consideration that the aggregate number of shares of Company Common Stock previously represented by such Certificate shall have been converted pursuant to Section 2.01 into holder has the right to receive, together with certain dividends or other distributions in accordance with Section 2.02(c)receive pursuant to the Merger, and the Certificate any shares of Common Stock so surrendered shall forthwith be canceled. In Until such time as a certificate representing Buyer Common Stock is issued to or at the event direction of the holder of a transfer surrendered Letter of ownership of Company Transmittal and Certificate, if any, such Buyer Common Stock that is not registered in the transfer records of the Company, a receipt evidencing the proper number of Parent ADSs may be issued and/or the proper amount of cash may be paid, as appropriate, in exchange therefor to a person other than the person in whose name the Certificate so surrendered is registered if such Certificate shall be properly endorsed or otherwise deemed not outstanding and shall not be in proper form for transfer and the person requesting such issuance shall pay entitled to vote on any transfer or other taxes required by reason of the issuance of Parent ADSs to a person other than the registered holder of such Certificate or establish to the satisfaction of Parent that such tax has been paid or is not applicablematter. Until surrendered as contemplated by this Section 2.03(b)2.7, any shares of Common Stock held by a Stockholder and each Certificate representing any shares of Common Stock shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration that the holder thereof has the right to receive pursuant to the provisions of this Article II, certain dividends consideration contemplated by Section 2.6. No interest shall be paid or other distributions in accordance with Section 2.03(c) and accrue on any cash in lieu payable upon surrender of any fractional Parent ADS Letter of Transmittal or Certificate. Each certificate representing Buyer Common Stock that is issued in accordance withthe Merger shall have the legend set forth below: “THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT AND SAID LAWS OR AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS THEREOF.”

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, Duke shall cause the Exchange Agent shall to mail to each holder of record of a Certificate certificate or certificates that immediately prior to the Effective Time represented outstanding shares of Progress Common Stock (the “Certificates”) whose shares were converted into the right to receive the applicable Merger Consideration shares of Duke Common Stock pursuant to Section 2.012.01(b), (i) a form of letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Agent and shall be in customary such form and have such other provisions as Parent Duke and Progress may reasonably specify) and (ii) instructions for use in surrendering the Certificates in exchange for the applicable Merger Consideration with respect theretocertificates representing whole shares of Duke Common Stock (or appropriate alternative arrangements shall be made by Duke if uncertificated shares of Duke Common Stock will be issued), cash in lieu of fractional shares pursuant to Section 2.02(e) and any dividends or other distributions payable pursuant to Section 2.02(c). Upon surrender of a Certificate for cancelation cancellation to the Exchange Agent, together with such letter of transmittal, duly completed and validly executedexecuted in accordance with the instructions thereto, and such other documents as may reasonably be required by the Exchange Agent, the holder of such Certificate shall be entitled to receive in exchange therefor a receipt evidencing that number of whole Parent ADSs shares of Duke Common Stock (together with cash which shall be in lieu of any fractional Parent ADS in accordance with Section 2.03(e)uncertificated book entry form unless a physical certificate is requested), if any, and the amount of cash, if any, that the aggregate number of shares of Company Common Stock previously represented by such Certificate shall have been converted pursuant to Section 2.01 into holder has the right to receivereceive pursuant to the provisions of this Article II, together with certain dividends or other distributions in accordance with Section 2.02(c) and cash in lieu of any fractional share of Duke Common Stock in accordance with Section 2.02(e), and the Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of Company Progress Common Stock that is not registered in the transfer records of the CompanyProgress, a receipt evidencing the proper number of Parent ADSs shares of Duke Common Stock may be issued and/or the proper amount of cash may be paid, as appropriate, in exchange therefor to a person other than the person in whose name the Certificate so surrendered is registered if such Certificate shall be properly endorsed or otherwise be in proper form for transfer and the person requesting such issuance shall pay any transfer or other taxes required by reason of the issuance of Parent ADSs shares of Duke Common Stock to a person other than the registered holder of such Certificate or establish to the satisfaction of Parent Duke that such tax has been paid or is not applicable. Until surrendered as contemplated by this Section 2.03(b)2.02, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration that Consideration, which the holder thereof has the right to receive in respect of such Certificate pursuant to the provisions of this Article II, certain dividends or other distributions in accordance with Section 2.03(c2.02(c) and cash in lieu of any fractional Parent ADS share of Duke Common Stock, in accordance withwith Section 2.02(e). No interest shall be paid or will accrue on the Merger Consideration or any cash payable to holders of Certificates pursuant to the provisions of this Article II.

Exchange Procedures. As soon as reasonably practicable practical after the Effective Time, the Exchange Agent Citius shall mail (or cause to be mailed) to each holder of record of a Certificate whose shares were converted into the right to receive the applicable Merger Consideration pursuant to Section 2.01LMB Shares or LMB Note Shares, as applicable: (i) a form of letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Agent and shall be in customary such form and have such other provisions as Parent may Citius and LMB mutually and reasonably specify) (the "Letter of Transmittal"); and (ii) instructions for use in surrendering effecting the surrender of the Certificates or Book-Entry Shares in exchange for the applicable Merger Consideration with respect theretoConsideration. Upon proper surrender of a Certificate or Book-Entry Share for cancelation exchange and cancellation to the Exchange AgentCitius or to such agents as may be appointed by Citius, together with such letter Letter of transmittalTransmittal, duly completed and validly executed, and such any other documents as may be reasonably be required by the Exchange Agentrequired, the holder of such Certificate LMB Shares or LMB Note Shares, as applicable, shall be entitled to receive in exchange therefor a receipt evidencing that number the Merger Consideration which such holder has the right to receive in respect of whole Parent ADSs (together with cash in lieu of any fractional Parent ADS in accordance with Section 2.03(e))LMB Shares or LMB Note Shares, if anyas applicable, and the amount of cash, if any, that the aggregate number of shares of Company Common Stock previously formerly represented by such Certificate shall have been converted pursuant to Section 2.01 into the right to receive, together with certain dividends or other distributions in accordance with Section 2.02(c)Book-Entry Shares, and the Certificate or Book-Entry Shares so surrendered shall forthwith be canceled. In the event of a transfer of ownership of Company Common Stock that is not registered in the transfer records of the Company, a receipt evidencing the proper number of Parent ADSs may be issued and/or the proper amount of cash may be paid, as appropriate, in exchange therefor to a person other than the person in whose name the Certificate so surrendered is registered if such Certificate shall be properly endorsed or otherwise be in proper form for transfer and the person requesting such issuance shall pay any transfer or other taxes required by reason of the issuance of Parent ADSs to a person other than the registered holder of such Certificate or establish to the satisfaction of Parent that such tax has been paid or is not applicable. Until surrendered as contemplated by this Section 2.03(b)1.9, (x) each Certificate or Book-Entry Share shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration as contemplated by Sections 1.7(b) and 1.7(c) and (y) a holder of LMB Shares or LMB Note Shares, as applicable, shall not receive any dividends or distributions in respect of any Citius Shares which they may otherwise be entitled to; provided that once the LMB Shares or LMB Note Shares, as applicable, are properly surrendered, the holder thereof has shall receive, without interest, any dividends or distributions with a record date after the right Closing Date and payable with respect to receive the Citius Shares, if any, they are entitled to receive. In the event of a transfer of ownership of LMB Shares or LMB Note Shares, as applicable, that is not registered in the transfer records of LMB, a certificate representing the proper number of shares of Citius Common Stock pursuant to Section 1.7 may be issued to a transferee if the provisions Certificate representing such LMB Shares or LMB Note Shares, as applicable (or, if such LMB Shares or LMB Note Shares, as applicable, are Book-Entry Shares, proper evidence of this Article IIsuch transfer), certain dividends or other distributions in accordance with Section 2.03(c) is presented to Citius, accompanied by all documents required to evidence and cash in lieu of effect such transfer and by evidence that any fractional Parent ADS in accordance withapplicable stock transfer Taxes have been paid.

Exchange Procedures. As soon as reasonably practicable practicable, but in no event more than two (2) business days after JBI confirms and accepts the Exchange Schedule from HBI, JBI shall deliver the Exchange Schedule to the Exchange Agent and cause the Exchange Agent to promptly after the Effective Time, the Exchange Agent shall mail to each holder the former stockholders of record of a Certificate whose shares were converted into the right to receive the applicable Merger Consideration pursuant to Section 2.01, (i) a form of letter of HBI appropriate transmittal materials (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates certificates theretofore representing shares of HBI Common Stock shall pass, only upon proper delivery of such certificates to the Certificates Exchange Agent). After completion of the allocation procedure set forth in Section 3.1(c)(5) and upon surrender of a certificate or certificates for exchange and cancellation to the Exchange Agent (such shares to be free and shall be in customary form clear of all liens, claims and have such other provisions as Parent may reasonably specify) and (ii) instructions for use in surrendering the Certificates in exchange for the applicable Merger Consideration with respect thereto. Upon surrender of a Certificate for cancelation to the Exchange Agentencumbrances), together with such a properly executed letter of transmittal, duly completed and validly executed, and such other documents as may reasonably be required by the Exchange Agent, the holder of such Certificate certificate or certificates shall be entitled to receive in exchange therefor therefore: (a) a receipt evidencing certificate representing that number of whole Parent ADSs shares of JBI Common Stock which such holder of HBI Common Stock became entitled to receive pursuant to the provisions of Article 3 hereof and (together with b) a check representing the aggregate cash in lieu of any fractional Parent ADS in accordance with Section 2.03(e))consideration, if any, and the amount of cash, if any, that the aggregate number of shares of Company Common Stock previously represented by which such Certificate shall have been converted pursuant to Section 2.01 into the right to receive, together with certain dividends or other distributions in accordance with Section 2.02(c), and the Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of Company Common Stock that is not registered in the transfer records of the Company, a receipt evidencing the proper number of Parent ADSs may be issued and/or the proper amount of cash may be paid, as appropriate, in exchange therefor to a person other than the person in whose name the Certificate so surrendered is registered if such Certificate shall be properly endorsed or otherwise be in proper form for transfer and the person requesting such issuance shall pay any transfer or other taxes required by reason of the issuance of Parent ADSs to a person other than the registered holder of such Certificate or establish to the satisfaction of Parent that such tax has been paid or is not applicable. Until surrendered as contemplated by this Section 2.03(b), each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration that the holder thereof has the right to receive pursuant to the provisions of this Article II3 hereof and the Exchange Schedule, certain dividends and the HBI Common Stock certificate or other distributions in accordance with Section 2.03(c) and certificates so surrendered shall forthwith be cancelled. No interest will be paid or accrued on the Cash Consideration, any cash in lieu of fractional shares, or any fractional Parent ADS unpaid dividends and distributions, if any, payable to holders of certificates for HBI Common Stock. Subject to provision for lost shares as set forth in accordance withSection 4.4 hereof, the Surviving Corporation shall not be obligated to deliver the consideration to which any former holder of HBI Common Stock is entitled as a result of the Merger until such holder surrenders his certificate or certificates representing the shares of HBI Common Stock for exchange as provided in this Section 4.1. The certificate or certificates for HBI Common Stock so surrendered shall be duly endorsed as the Exchange Agent may require. Any other provision of this Agreement notwithstanding, neither the Surviving Corporation, JBI nor the Exchange Agent shall be liable to a holder of HBI Common Stock for any amounts paid or property delivered in good faith to a public official pursuant to any applicable abandoned property Law.

Exchange Procedures. As soon as reasonably practicable after the Effective Time, the Surviving Entity shall cause the Exchange Agent shall to mail to each holder of record holder, if any, of a Certificate whose shares certificate (a “Certificate”) which immediately prior to the Effective Time represented outstanding Company Common Shares that were converted into the right to receive the applicable Merger Consideration pursuant to Section 2.01, 2.1(a)(iii): (i) a form of letter of transmittal (the form and substance of which shall have been reasonably approved by the Company prior to the Effective Time and which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Agent and shall be in customary such form and have such other customary provisions as Parent Fund Holdings may reasonably specify) and (ii) instructions for use in surrendering effecting the surrender of the Certificates in exchange for the applicable Merger Consideration with respect theretoand unpaid dividends and distributions, if any, payable pursuant to Section 2.3(c). Upon proper surrender of a Certificate for cancelation cancellation to the Exchange Agent, together with such a letter of transmittal, duly completed and validly executedexecuted in accordance with the instructions thereto, and such other documents as may reasonably be required by the Exchange Agent, the holder of such Certificate shall be entitled to receive in exchange therefor a receipt evidencing therefor: (A) that whole number of whole Parent ADSs Common Units which such holder has the right to receive pursuant to Section 2.1(a)(iii) in such denominations and registered in such names as such holder may reasonably request and (together with B) a check representing the amount of cash in lieu of any fractional Parent ADS in accordance with Section 2.03(e))Common Units, if any, and the amount of cashunpaid dividends and distributions, if any, that the aggregate number of shares of Company Common Stock previously represented by which such Certificate shall have been converted pursuant to Section 2.01 into holder has the right to receivereceive pursuant to the provisions of this Article II, together with certain dividends or other distributions in accordance with Section 2.02(c), and the after giving effect to any required withholding tax. Any Certificate so surrendered shall forthwith immediately be canceled. In the event of a transfer of ownership of Company Common Stock that is not registered in the transfer records of the Company, a receipt evidencing the proper number of Parent ADSs may be issued and/or the proper amount of cash may be paid, as appropriate, in exchange therefor to a person other than the person in whose name the Certificate so surrendered is registered if such Certificate shall be properly endorsed or otherwise be in proper form for transfer and the person requesting such issuance shall pay any transfer or other taxes required by reason of the issuance of Parent ADSs to a person other than the registered holder of such Certificate or establish to the satisfaction of Parent that such tax has been paid or is not applicablecancelled. Until surrendered as contemplated by this Section 2.03(b)2.3, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration and unpaid dividends and distributions, if any, as provided in this Article II, after giving effect to any required withholding tax. The Surviving Entity, without any action on the part of any such Person, shall cause the Exchange Agent to (x) issue, as of the Effective Time, to each holder of uncertificated Company Common Shares (any such Company Common Share, a “Book-Entry Share”) that whole number of Parent Common Units that each such Person is entitled to receive pursuant to Section 2.1(a)(iii) and (y) mail to each such Person, as soon as reasonably practicable after the holder thereof Effective Time, a check representing the amount of cash in lieu of fractional Parent Common Units, if any, and unpaid dividends and distributions, if any, which such Person has the right to receive pursuant to the provisions of this Article II, certain dividends after giving effect to any required withholding tax. No interest shall be paid or other distributions in accordance with Section 2.03(c) and accrued on the cash in lieu of any fractional Parent ADS Common Units, if any, and unpaid dividends and distributions, if any, payable to holders of the Company Shares. In the event of a transfer of ownership of Company Common Shares that is not registered on the transfer records of the Company, the proper whole number of Parent Common Units, together with a check for the cash to be paid in accordance withlieu of fractional Parent Common Units, if any, and unpaid dividends and distributions, if any, may be issued to such transferee if all documents required to evidence and effect such transfer and to evidence that any applicable transfer Taxes have been paid and, with respect to Company Common Shares represented by a Certificate, the Certificate held by such transferee, are presented to the Exchange Agent.

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 certificate or certificates which immediately prior to the Effective Time represented outstanding shares of Company Common Stock or Company Preferred Stock (collectively, the "Certificates") whose shares were are being converted into the right to receive the applicable Merger Shares (excluding Dissenting Shares) and Cash Merger Consideration pursuant to Section 2.01(if any, and as applicable), (i) a form of letter of transmittal (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 shall be in customary form and have such other customary provisions (but including an assignment in blank to be deposited into Escrow necessary to effect any transfer of Escrow Shares to Parent in accordance with Article 9 and the Escrow Agreement) as Parent may reasonably specify) specify and (ii) instructions for use in surrendering effecting the surrender of such Certificates in exchange for the applicable Merger Shares and Cash Merger Consideration with respect thereto(if any, and as applicable). Upon surrender of a Certificate for cancelation cancellation to the Exchange Agent, together with such letter of transmittal, transmittal duly executed and completed and validly executedin accordance with the instructions thereto, and such other documents as may reasonably be required by the Exchange Agent, the holder of such Certificate shall be entitled to receive in exchange therefor a receipt evidencing that the certificates representing the number of whole shares of Parent ADSs (together with cash in lieu of any fractional Parent ADS in accordance with Section 2.03(e))Common Stock and/or Cash Merger Consideration, if any, and the amount payments in lieu of cash, if any, that the aggregate number of fractional shares of Company Common Stock previously represented by to which such Certificate shall have been converted Holder is entitled pursuant to Section 2.01 into the right to receive, together with certain dividends or other distributions in accordance with Section 2.02(c), 2.4(f) and is represented by the Certificate so surrendered. The Certificates so surrendered shall forthwith be canceledcancelled. In the event of a transfer of ownership of Company Common Capital Stock that which is not registered in the transfer records of the Company, a receipt evidencing the proper number stock certificates representing shares of Parent ADSs may be issued Common Stock and/or the proper amount of cash may be paidCash Merger Consideration, as appropriate, in exchange therefor to a person other than the person in whose name the Certificate so surrendered is registered if such Certificate shall be properly endorsed or otherwise be in proper form for transfer and the person requesting such issuance shall pay any transfer or other taxes required by reason of the issuance of Parent ADSs to a person other than the registered holder of such Certificate or establish to the satisfaction of Parent that such tax has been paid or is not applicable. Until surrendered as contemplated by this Section 2.03(b), each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration that the holder thereof has the right to receive pursuant to the provisions of this Article II, certain dividends or other distributions in accordance with Section 2.03(c) (and cash in lieu of fractional shares) may be delivered to a transferee if the Certificate representing the right to receive such Parent Common Stock and/or Cash Merger Consideration, if any (and cash in lieu of fractional shares) is presented to the Exchange Agent and accompanied by all documents required to evidence and effect such transfer and to evidence that any applicable stock transfer taxes have been paid. Parent shall (and shall cause the Exchange Agent to) follow the same procedure with respect to lost, stolen or mutilated Certificates as it follows with respect to lost, stolen or mutilated Parent certificates. Unless and until any such Certificate shall be so surrendered, or such procedures respecting lost, stolen or mutilated Certificates are followed, the holders of the Certificate shall not be entitled to receive certificates for the Parent Common Stock and/or Cash Consideration, if any or cash for any fractional share of Parent ADS Common Stock and any dividends paid or other distributions made to holders of record of Parent Common Stock after the Effective Time shall be paid to and retained by the Exchange Agent and paid over to such holder when such Certificate is surrendered or such procedures are implemented in accordance withwith this Section 2.5(b). Neither Parent nor the Surviving Corporation shall have any liability to any holder or former holder of capital stock of Company for any shares of Parent Common Stock (or dividends or distributions with respect thereto), or for any cash amounts, delivered to any public official pursuant to any applicable abandoned property, escheat or similar law.

Exchange Procedures. As soon as reasonably practicable after the Effective TimeTime (but in any event within five business days), 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 BT Common Stock (the "Certificates") whose shares were converted into the right to receive the applicable Merger Consideration pursuant to Section 2.01, (i) a form of letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Agent and shall be in customary such form and have such other provisions as Parent CT and BT may reasonably specify) and (ii) instructions for use in surrendering the Certificates in exchange for the applicable Merger Consideration with respect theretoConsideration. Upon surrender of a Certificate for cancelation to the Exchange Agent, together with such letter of transmittal, duly completed and validly executed, and such other documents as may reasonably be required by the Exchange Agent, the holder of such Certificate shall be entitled to receive in exchange therefor a receipt evidencing certificate representing that number of whole Parent ADSs (together with cash in lieu of any fractional Parent ADS in accordance with Section 2.03(e)), if any, and the amount of cash, if any, that the aggregate number of shares of Company CT Common Stock previously represented by which such Certificate shall have been converted pursuant to Section 2.01 into holder has the right to receivereceive pursuant to the provisions of this Article II, together with certain dividends or other distributions in accordance with Section 2.02(c) and cash in lieu of any fractional share of CT Common Stock in accordance with Section 2.02(e), and the Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of Company BT Common Stock that which is not registered in the transfer records of the CompanyBT, a receipt evidencing certificate representing the proper number of Parent ADSs shares of CT Common Stock may be issued and/or the proper amount of cash may be paid, as appropriate, in exchange therefor to a person (as defined in Section 8.03) other than the person in whose name the Certificate so surrendered is registered if such Certificate shall be properly endorsed or otherwise be in proper form for transfer and the person requesting such issuance shall pay any transfer or other taxes required by reason of the issuance of Parent ADSs shares of CT Common Stock to a person other than the registered holder of such Certificate or establish to the satisfaction of Parent CT that such tax has been paid or is not applicable. Until surrendered as contemplated by this Section 2.03(b)2.02, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration that which the holder thereof has the right to receive in respect of such Certificate pursuant to the provisions of this Article II, certain dividends or other distributions in accordance with Section 2.03(cSec tion 2.02(c) and cash in lieu of any fractional Parent ADS share of CT Common Stock in accordance withwith Section 2.02(e). No interest shall be paid or will accrue on any cash payable to holders of Certificates pursuant to the provisions of this Article II.

Exchange Procedures. As soon as reasonably practicable after (a) At or prior to the Effective Time, the Exchange Agent Pubco shall mail send to each holder of record of Company Holder a Certificate whose shares were converted into the right to receive the applicable Merger Consideration pursuant to Section 2.01, (i) a form of letter of transmittal for the applicable portion of the Merger Consideration, in form and substance reasonably agreed by the Purchaser and the Company prior to the Closing (a “Letter of Transmittal”), which shall specify that the delivery of Pubco Certificates in respect of the Merger Consideration shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery to Pubco of membership interest certificates or other instruments, if any, representing the Company Common LLC Units (collectively, the “Company Certificates”), or written acknowledgement of the termination of their rights to such Company Common LLC Units to the extent that such Company Holder was never issued a Company Certificate or, in the case of a lost, stolen or destroyed Company Certificate, upon delivery of a Lost Certificate Affidavit (and indemnity, if required) in the Certificates manner provided in Section 1.14(d), for cancellation together with any related documentation reasonably requested by Pubco in connection therewith. Each Company Holder shall be entitled to receive its Company Holder Pro Rata Share of the Merger Consideration (and, with respect to the Exchange Agent Company Holder Participants, its Company Holder Participant Pro Rata Share of any Earnout Shares after the Closing in accordance with Section 1.10 or any Returned Shares after the Closing in accordance with Section 1.15) in respect of the Company Common LLC Units represented by the Company Certificate(s) as soon as reasonably practicable after the Effective Time, but subject to the delivery to Pubco of the following items (collectively, the “Transmittal Documents”): (i) (x) if applicable, the Company Certificate(s) for its Company Common LLC Units (or a Lost Certificate Affidavit), together with a properly completed and shall be in customary form and duly executed Letter of Transmittal, or (y) written acknowledgement of the termination of the rights to such Company Common LLC Units to the extent that such Company Holder was required to have such other provisions as Parent may reasonably specify) been issued a Company Certificate, but was never issued a Company Certificate, and (ii) instructions for use in surrendering the Certificates in exchange for the applicable Merger Consideration with respect thereto. Upon surrender of a Certificate for cancelation to the Exchange Agent, together with such letter of transmittal, duly completed and validly executed, and such other documents as may be reasonably requested by Pubco. Pubco shall issue, or cause to be required by the Exchange Agentissued, the to each holder of such Certificate shall be entitled to receive in exchange therefor a receipt evidencing that number of whole Parent ADSs (together Company Common LLC Units, upon compliance with cash in lieu of any fractional Parent ADS in accordance with this Section 2.03(e)1.14(a), if any, and certificates representing the amount of cash, if any, that the aggregate number of shares of Pubco Common Stock for which their Company Common Stock previously represented by such Certificate shall have been converted pursuant to Section 2.01 into LLC Units are exchangeable (the right to receive, together with certain dividends or other distributions in accordance with Section 2.02(c)“Pubco Certificates”) at the Effective Time, and the Certificate so any Company Certificates surrendered in connection with this Section 1.14(a) shall forthwith be canceled. In the event of a transfer of ownership of Until so surrendered, each Company Common Stock that is not registered in the transfer records of the Company, a receipt evidencing the proper number of Parent ADSs may be issued and/or the proper amount of cash may be paid, as appropriate, in exchange therefor to a person other than the person in whose name the Certificate so surrendered is registered if such Certificate shall be properly endorsed or otherwise be in proper form for transfer and the person requesting such issuance shall pay any transfer or other taxes required by reason of the issuance of Parent ADSs to a person other than the registered holder of such Certificate or establish to the satisfaction of Parent that such tax has been paid or is not applicable. Until surrendered as contemplated by this Section 2.03(b), each Certificate shall be deemed at any time represent after the Effective Time to represent for all purposes only the right to receive upon such surrender portion of the Merger Consideration that (and any Earnout Shares after the holder thereof has the right to receive pursuant to the provisions of this Article II, certain dividends or other distributions Closing in accordance with Section 2.03(c1.10) and cash in lieu of any fractional Parent ADS in accordance withattributable to such Company Certificate.

Exchange Procedures. As soon as reasonably practicable after the Effective Time, Parent will cause the Exchange Paying Agent shall to mail or otherwise deliver to each holder of record of a Certificate Certificates or Book-Entry Shares, as the case may be, that immediately prior to the Effective Time represented outstanding shares of Company Capital Stock whose shares were converted into the right to receive the applicable Merger Consideration pursuant to Section 2.01, (i) a form of letter of transmittal (which shall will specify that delivery shall will be effected, and risk of loss and title to the Certificates shall will pass, only upon delivery of the Certificates or transfer of the Book-Entry Shares, as the case may be, to the Exchange Paying Agent and shall will be in customary such form and have such other provisions as Parent may reasonably specify) and (ii) instructions for use in surrendering effecting the surrender of the Certificates or transfer of the Book-Entry Shares, as the case may be, in exchange for Merger Consideration. Parent will use commercially reasonable efforts to cause provision to be made for holders of the applicable Company Capital Stock to procure in person immediately after the Effective Time a letter of transmittal and instructions and to cause to be delivered in person immediately after the Effective Time such letter of transmittal and to provide immediate payment of the related Merger Consideration with respect theretoagainst delivery thereof, to the extent practicable. Upon surrender of a Certificate for cancelation cancellation or transfer of the Book-Entry Shares, as the case may be, to the Exchange Paying Agent, together with such letter of transmittal, duly completed and validly executed, and such other documents as may reasonably be required by the Exchange Paying Agent, the holder of such Certificate shall or Book-Entry Share, as applicable, will be entitled to receive in exchange therefor a receipt evidencing that number of whole Parent ADSs (together with cash in lieu of any fractional Parent ADS in accordance with Section 2.03(e)), if any, and the amount of cash, if any, that cash into which the aggregate number of shares of Company Common Capital Stock previously theretofore represented by such Certificate shall have been or such Book-Entry Share will be converted pursuant to Section 2.01 into the right to receive, together with certain dividends or other distributions in accordance with Section 2.02(c)2.01, and the Certificate so surrendered shall or the Book-Entry Share or so transferred, as applicable, will forthwith be canceled. In the event of a transfer of ownership of Company Common Capital Stock that is not registered in the transfer records of the Company, a receipt evidencing the proper number of Parent ADSs payment may be issued and/or the proper amount of cash may be paid, as appropriate, in exchange therefor made to a person Person other than the person Person in whose name the Certificate so surrendered or the Book-Entry Share so transferred is registered registered, if such Certificate shall be or such Book-Entry Share, as applicable, is properly endorsed or otherwise be in proper form for transfer transfer, if applicable, and the person Person requesting such issuance shall payment will pay any transfer or other taxes Taxes required by reason of the issuance of Parent ADSs payment to a person Person other than the registered holder of such Certificate or such Book-Entry Share or establish to the reasonable satisfaction of Parent that such tax Tax has been paid or is not applicable. Until Except as otherwise identified in Section 2.01(d) and except as otherwise provided with respect to Unpaid Dividends in Section 2.02(c), until surrendered as contemplated by this Section 2.03(b)2.02, each Certificate shall or Book-Entry Share, as the case may be, will be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration that the holder thereof has the right to receive pursuant to the provisions of as contemplated by this Article II, certain dividends Section 2.02. No interest will be paid or other distributions in accordance with Section 2.03(c) and accrue on any cash in lieu payable upon surrender of any fractional Parent ADS in accordance withCertificate or transfer of any Book-Entry Share.

Exchange Procedures. As soon as reasonably practicable after the Effective Time, Acquiror shall direct the Exchange Agent shall to mail or deliver to each holder of record of a Certificate stock 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 applicable Merger Consideration pursuant to Section 2.012.1(b), or (ii) each Eligible Option Holder entitled to receive his or her Option Shares Merger Consideration pursuant to Section 2.2, as applicable, (i) a form of letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Agent and shall be in customary such form and have such other provisions as Parent the Company and Acquiror may reasonably specify) and (ii) instructions for use in surrendering the Certificates or evidence of Company Stock Options in exchange for the applicable Merger Consideration with respect theretoor Option Shares Merger Consideration, as applicable. Upon surrender of a Certificate for cancelation cancellation or evidence of Company Stock Options to the Exchange Agent, together with such letter of transmittal, duly completed and validly executed, and such other documents as may reasonably be required by Acquiror, the Surviving Corporation or the Exchange Agent, the holder of such Certificate shall be entitled to receive in exchange therefor a receipt evidencing that number check or wire transfer of whole Parent ADSs (together with cash in lieu of any fractional Parent ADS in accordance with Section 2.03(e)), if any, and immediately available funds representing the amount of cash, if any, that the aggregate number of shares of Company Common Stock previously represented by cash such Certificate shall have been converted pursuant to Section 2.01 into holder has the right to receive, together with certain dividends or other distributions in accordance with Section 2.02(c)receive pursuant to the provisions of this Article 2, and the Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of Company Common Stock that which is not registered in the transfer records of the Company, a receipt evidencing new Certificate representing the proper number of Parent ADSs shares of Company Common Stock may be issued and/or the proper amount of cash may be paid, as appropriate, in exchange therefor to a person Person other than the person Person in whose name the Certificate so surrendered is registered if such Certificate shall be is properly endorsed or otherwise be in proper form for transfer and the person Person requesting such issuance shall pay pays any transfer or other taxes required by reason of the issuance payment of Parent ADSs the Merger Consideration to a person Person other than the registered holder of such Certificate or establish establishes to the satisfaction of Parent Acquiror that such tax has been paid or is not applicable. Until surrendered as contemplated by this Section 2.03(b)2.3, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration Consideration, that the holder thereof has the right to receive in respect of such Certificate pursuant to the provisions of this Article II, certain dividends 2. No interest shall be paid or other distributions in accordance with Section 2.03(c) and will accrue on any cash in lieu payable to holders of any fractional Parent ADS in accordance withCertificates pursuant to the provisions of this Article 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 of Company Common Stock (the "Certificates") whose shares were are converted pursuant to this Article II into the right to receive the applicable HoldCo ADSs or Merger Consideration pursuant to Section 2.01, Ordinary Shares (i) a form of letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Agent and shall be in customary such form and have such other provisions as Parent the Surviving Corporation or HoldCo may reasonably specify) and (ii) instructions for use in surrendering effecting the surrender of the Certificates in exchange for the applicable certificates representing HoldCo ADRs which represent HoldCo ADSs, and Merger Consideration with respect theretoOrdinary Shares and cash in lieu of fractional HoldCo ADSs or Merger Ordinary Shares. Upon surrender of a Certificate for cancelation cancellation to the Exchange Agent, together with such letter of transmittal, transmittal duly executed and completed and validly executed, and such other documents as may reasonably be required by the Exchange Agentin accordance with its terms, the holder of such Certificate shall be entitled to receive in exchange therefor a receipt evidencing (i) one or more HoldCo ADRs representing, in the aggregate, that whole number of HoldCo ADSs and/or a certificate or certificates representing that whole Parent number of Merger Ordinary Shares elected to be received in accordance with Section 2.02, (ii) the amount of dividends or other distributions, if any, with a record date on or after the Effective Time which theretofore became payable with respect to such HoldCo ADSs and Merger Ordinary Shares, and (together with iii) the cash amount payable in lieu of any fractional Parent ADS HoldCo ADSs and Merger Ordinary Shares in accordance with Section 2.03(e)), if any, and the amount of cash, if any, that the aggregate number of shares of Company Common Stock previously represented by in each case which such Certificate shall have been converted pursuant to Section 2.01 into holder has the right to receive, together with certain dividends or other distributions in accordance with Section 2.02(c)receive pursuant to the provisions of this Article II, and the Certificate so surrendered shall forthwith be canceled. In no event shall the holder of any Certificate be entitled to receive interest on any funds to be received in the Merger. In the event of a transfer of ownership of Company Common Stock that which is not registered in the transfer records of the Company, a receipt evidencing one or more HoldCo ADRs representing, in the proper aggregate, that whole number of Parent HoldCo ADSs and/or a certificate or certificates representing that whole number of Merger Ordinary Shares elected to be received in accordance with Section 2.02, plus the cash amount payable in lieu of fractional HoldCo ADSs and Merger Ordinary Shares in accordance with Section 2.03(e), may be issued and/or the proper amount of cash may be paid, as appropriate, in exchange therefor to a person other than the person in whose name transferee if the Certificate so surrendered representing such Company Common Stock is registered if presented to the Exchange Agent accompanied by all documents required to evidence and effect such Certificate shall be properly endorsed or otherwise be in proper form for transfer and the person requesting such issuance shall pay by evidence that any applicable stock transfer or other taxes required by reason of the issuance of Parent ADSs to a person other than the registered holder of such Certificate or establish to the satisfaction of Parent that such tax has have been paid or is not applicablepaid. Until surrendered as contemplated by this Section 2.03(b), each Certificate shall be deemed at any time after the Effective Time for all corporate purposes of HoldCo, except as limited by Section 2.03(c) below and subject to applicable law, to represent only ownership of the right to receive upon such surrender whole number of HoldCo ADSs and/or Merger Ordinary Shares into which the Merger Consideration that the holder thereof has the right to receive pursuant to the provisions number of shares of Company Common Stock shown thereon have been converted as contemplated by this Article II. Notwithstanding the foregoing, certain dividends or other distributions Certificates representing Company Common Stock surrendered for exchange by any person constituting an "affiliate" of the Company for purposes of Section 6.04 shall not be exchanged until HoldCo has received an Affiliate Agreement (as defined in accordance with Section 2.03(c6.04) and cash as provided in lieu of any fractional Parent ADS in accordance withSection 6.04.

Exchange Procedures. As soon as reasonably practicable after the Effective Time, the Exchange Agent shall mail to each holder of record of a Certificate whose shares were converted into the right to receive the applicable Merger Consideration pursuant to Section 2.01, (i) a form of letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Agent and shall be in customary form and have such other provisions as Parent may reasonably specify) and (ii) instructions for use in surrendering the Certificates in exchange for the applicable Merger Consideration with respect thereto. Upon surrender of a Certificate for cancelation cancellation to the Exchange Agent, together with such the letter of transmittal, transmittal referred to in Section 4.02 duly executed and completed and validly executed, and such other documents as may reasonably be required by the Exchange Agentin accordance with its terms, the holder of such Certificate shall be entitled to receive in exchange therefor a receipt evidencing that number of whole Parent ADSs (together with cash in lieu of any fractional Parent ADS in accordance with Section 2.03(e)), if any, and i) the amount of cash, if any, that cash and a certificate or certificates representing the aggregate whole number of shares of Parent Common Stock into which the shares of Company Common Stock previously represented by such Certificate shall have been converted pursuant to Section 2.01 into the right to receive, together with certain dividends or other distributions in accordance with Section 2.02(c4.01(c), (ii) the amount of dividends or other distributions, if any, with a record date on or after the Effective Time which theretofore became payable with respect to such shares of Parent Common Stock, and (iii) the cash amount payable in lieu of fractional shares of Parent Common Stock in accordance with Section 4.03(e), in each case which such holder has the right to receive pursuant to the provisions of this Article 4, and the Certificate so surrendered shall forthwith be canceled. In no event shall the holder of any Certificate be entitled to receive interest on any funds to be received in the Merger. In the event of a transfer of ownership of shares of Company Common Stock that which is not registered in the transfer records of the Company, the amount of cash and a receipt evidencing the proper certificate or certificates representing that whole number of shares of Parent ADSs Common Stock into which such shares of Company Common Stock have been converted in accordance with Section 4.01(c), plus the cash amount payable in lieu of fractional shares of Parent Common Stock in accordance with Section 4.03(e), may be issued and/or the proper amount of cash may be paid, as appropriate, in exchange therefor to a person other than the person in whose name transferee if the Certificate so surrendered representing such Company Common Stock is registered if presented to the Exchange Agent accompanied by all documents required to evidence and effect such Certificate shall be properly endorsed or otherwise be in proper form for transfer and the person requesting such issuance shall pay by evidence that any applicable stock transfer or other taxes required by reason of the issuance of Parent ADSs to a person other than the registered holder of such Certificate or establish to the satisfaction of Parent that such tax has have been paid or is not applicablepaid. Until surrendered as contemplated by this Section 2.03(b4.03(b) and subject to Section 4.03(c), each Certificate shall be deemed at any time shall, after the Effective Time to Time, represent for all purposes only the right to receive upon such surrender the Merger Consideration that amount of cash and the holder thereof whole number of shares of Parent Common Stock into which the number of shares of Company Common Stock shown thereon has the right to receive pursuant to the provisions of this Article II, certain dividends or other distributions been converted in accordance with Section 2.03(c) and 4.01(c), plus the cash amount payable in lieu of any fractional shares of Parent ADS Common Stock in accordance withwith Section 4.03(e). Notwithstanding the foregoing, certificates representing Company Common Stock surrendered for exchange by any Person constituting an "Affiliate" of the Company for purposes of Section 7.14 shall not be exchanged until Parent has received a Rule 145 Affiliate Agreement (as defined in Section 7.14) as provided in Section 7.14.

Exchange Procedures. As soon promptly as reasonably practicable after the Effective Time, the Exchange Agent shall mail Parent will send, or cause to be sent, to each record holder of record a certificate (a “Certificate”) which immediately prior to the Effective Time represented shares of a Certificate whose Company Common Stock (other than Excluded Shares and Dissenting Shares) or shares were of Company Preferred Stock that have been converted into the right to receive the applicable Merger Consideration Company Common Stock pursuant to Section 2.01, the Conversion: (i) a form of letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery to Parent of the Certificates to the Exchange Agent Certificates, and shall be in customary form and have such other provisions as Parent may reasonably specify) form); and (ii) instructions for use in surrendering effecting the surrender of the Certificates in exchange for the applicable Per Share Merger Consideration with respect theretoConsideration. Upon As soon as reasonably practicable after the Effective Time, each holder of a Certificate, upon surrender of a the Certificate for cancelation to the Exchange Agentto, or as instructed by, Parent together with such letter of transmittal, duly completed and validly executed, and such other documents as may reasonably be required by the Exchange AgentParent, the holder of such Certificate shall be entitled to receive in exchange therefor a receipt evidencing that certificate or certificates representing the number of whole full shares of Parent ADSs (together with cash in lieu of any fractional Parent ADS in accordance with Section 2.03(e)), if anyCommon Stock, and the amount of cash, if any, that in respect of fractional shares and any dividends or other distributions to which holders are entitled pursuant to Section 2.2 hereof, into which the aggregate number of shares of Company Common Stock previously represented by such Certificate shall have been converted pursuant to Section 2.01 into the right this Agreement. Parent shall accept such Certificates upon compliance with such reasonable terms and conditions as Parent may impose to receive, together with certain dividends or other distributions effect an orderly exchange thereof in accordance with customary exchange practices. No interest will be paid or will accrue on any cash payable in lieu of fractional shares or pursuant to Section 2.02(c), and the Certificate so surrendered shall forthwith be canceled2.2 hereof. In the event that any Per Share Merger Consideration is to be paid in a name other than that in which the Certificate surrendered for exchange is registered, as the result of a transfer of ownership of Company Common Stock that is or Company Preferred Stock which was not registered in the transfer records of the Company, a receipt evidencing one or more certificates evidencing, in the aggregate, the proper number of shares of Parent ADSs Common Stock, a check in the proper amount in lieu of fractional shares and with respect to any dividends or other distributions to which such holder is entitled pursuant to Section 2.2 hereof, may be issued and/or with respect to such Company Common Stock or Company Preferred Stock (on an as converted basis pursuant to the proper amount of cash may be paid, as appropriate, in exchange therefor Conversion) to a person other than the person in whose name so named only if the Certificate so surrendered representing such shares of Company Common Stock or Company Preferred Stock is registered if such Certificate shall be presented to, or as instructed by, Parent, properly endorsed endorsed, with signature guaranteed, 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 Parent ADSs to a person other than the registered holder of such Certificate or establish to the satisfaction of Parent Person so named, accompanied by all documents required to evidence and effect such transfer and to evidence that such tax has any applicable stock transfer taxes have been paid or is not applicable. Until surrendered as contemplated by this Section 2.03(b), each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration that the holder thereof has the right to receive pursuant to the provisions of this Article II, certain dividends or other distributions in accordance with Section 2.03(c) and cash in lieu of any fractional Parent ADS in accordance withpaid.

Exchange Procedures. EXECUTION VERSION 14 (i) As soon promptly as reasonably practicable after the Effective Time, but in no event later than five (5) business days thereafter, City shall cause the Exchange Agent shall to mail to each holder of record of a Certificate whose one or more Old Certificates representing shares were of Citizens Common Stock immediately prior to the Effective Time that have been converted at the Effective Time into the right to receive the applicable Merger Consideration pursuant to Section 2.01Consideration, (i) a form of letter of transmittal transmittal, in customary form as reasonably agreed to by City and Citizens (which shall specify that delivery shall be effected, and risk of loss and title to the Old Certificates shall pass, only upon proper delivery of the Old Certificates to the Exchange Agent and shall be in customary form and have such other provisions as Parent may reasonably specifyAgent) and (ii) instructions for use in surrendering effecting the surrender of the Old Certificates in exchange for certificates representing the applicable Merger Consideration with respect theretonumber of whole shares of City Common Shares and any cash in lieu of fractional shares, as applicable, which the shares of Citizens Common Stock represented by such Old Certificate or Old Certificates shall have been converted into the right to receive pursuant to this Agreement as well as any dividends or distributions to be paid pursuant to Section 3.02(b)(ii). Upon From and after the Effective Time, upon proper surrender of a an Old Certificate or Old Certificates for cancelation exchange and cancellation to the Exchange Agent, together with such properly completed letter of transmittal, duly completed and validly executed, and such other documents as may reasonably be required by the Exchange Agent, the holder of such Old Certificate or Old Certificates shall be entitled to receive in exchange therefor therefor, as applicable, (A)(1) a receipt evidencing New Certificate representing that number of whole Parent ADSs shares of City Common Shares to which such holder of Citizens Common Stock shall have become entitled pursuant to the provisions of Section 3.01 and (together with 2) a check representing the amount of (x) any cash in lieu of a fractional share which such holder has the right to receive in respect of the Old Certificate or Old Certificates surrendered pursuant to the provisions of this Article III and (y) any fractional Parent ADS in accordance with Section 2.03(e)), if any, and dividends or distributions which the amount of cash, if any, that holder thereof has the aggregate number of shares of Company Common Stock previously represented by such Certificate shall have been converted right to receive pursuant to Section 2.01 into the right to receive, together with certain dividends or other distributions in accordance with Section 2.02(c3.02(b)(ii), and the Old Certificate or Old Certificates so surrendered shall forthwith be canceledcancelled. In the event of a transfer of ownership of Company Common Stock that is not registered in the transfer records of the Company, a receipt evidencing the proper number of Parent ADSs may No interest will be issued and/or the proper amount of cash may be paid, as appropriate, in exchange therefor to a person other than the person in whose name the Certificate so surrendered is registered if such Certificate shall be properly endorsed or otherwise be in proper form for transfer and the person requesting such issuance shall pay any transfer or other taxes required by reason of the issuance of Parent ADSs to a person other than the registered holder of such Certificate or establish to the satisfaction of Parent that such tax has been paid or is not applicableaccrued on the City Common Shares or any cash in lieu of fractional shares or dividends or distributions payable to holders of Old Certificates. Until surrendered as contemplated by this Section 2.03(b3.02(b), each Old Certificate shall be deemed at any time after the Effective Time to represent only the right to receive receive, upon such surrender surrender, the Merger Consideration that as provided for in Section 3.01 and any cash in lieu of fractional shares or in respect of dividends or distributions as contemplated by Section 3.02(b)(ii). (ii) No dividends or other distributions declared with respect to City Common Shares shall be paid to the holder of any unsurrendered Old Certificate until the holder thereof has shall surrender such Old Certificate in accordance with Section 3.02(b). After the surrender of an Old Certificate in accordance with Section 3.02(b), the record holder thereof shall be entitled to receive any such dividends or other distributions, without any interest thereon, which theretofore had become payable with respect to the whole shares of City Common Shares which the shares of Citizens Common Stock represented by such Old Certificate have been converted into the right to receive pursuant (after giving effect to Section 6.15). (iii) In the provisions event that any New Certificate representing shares of this Article IICity Common Shares is to be issued in a name other than that in which the Old Certificate or Old Certificates surrendered in exchange therefor is or are registered, certain dividends it shall be a condition of the issuance thereof that the Old Certificate or other distributions in accordance with Section 2.03(cOld Certificates so surrendered shall be properly endorsed (or accompanied by an appropriate instrument of transfer) and cash in lieu of any fractional Parent ADS in accordance withotherwise

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 RSI Common Stock (the "Certificates") whose shares were converted into the right to receive the applicable Merger Consideration pursuant to Section 2.012.1, (i) a form of letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Agent Agent, and shall be in customary such form and have such other provisions as Parent JPFI and RSI may reasonably specify) and (ii) instructions for use in surrendering the Certificates in exchange for the applicable Merger Consideration with respect theretoConsideration. Upon surrender of a Certificate for cancelation cancellation to the Exchange Agent, together with such letter of transmittal, duly completed and validly executed, and such other documents as may reasonably be required by the Exchange Agent, the holder of such Certificate shall be entitled to receive in exchange therefor a receipt evidencing certificate representing that number of whole Parent ADSs (together with cash in lieu of any fractional Parent ADS in accordance with Section 2.03(e)), if any, and the amount of cash, if any, that the aggregate number of shares of Company JPFI Common Stock previously represented by which such Certificate shall have been converted pursuant to Section 2.01 into holder has the right to receivereceive pursuant to the provisions of this Article II, together with certain dividends or other distributions in accordance with Section 2.02(c2.2(c) and cash in lieu of any fractional share of JPFI Common Stock in accordance with Section 2.2(e), and the Certificate so surrendered shall forthwith be canceledcancelled. Notwithstanding anything to the contrary contained herein, no certificate representing JPFI Common Stock or cash in lieu of a fractional share interest shall be delivered to a person who is an affiliate of RSI for purposes of qualifying the Merger for pooling of interests accounting treatment under Opinion 16 of the Accounting Principles Board and applicable Securities and Exchange Commission ("SEC") rules and regulations, unless such person has executed and delivered an agreement in the form of Exhibit E hereto. In the event of a transfer surrender of ownership a Certificate representing shares of Company RSI Common Stock that is which are not registered in the transfer records of RSI under the Companyname of the person surrendering such Certificate, a receipt evidencing certificate representing the proper number of Parent ADSs shares of JPFI Common Stock may be issued and/or the proper amount of cash may be paid, as appropriate, in exchange therefor to a person other than the person in whose name the Certificate so surrendered is registered if such Certificate shall be properly endorsed or otherwise be in proper form for transfer and the person requesting such issuance shall pay any transfer or other taxes required by reason of the issuance of Parent ADSs shares of JPFI Common Stock to a person other than the registered holder of such Certificate or establish to the satisfaction of Parent JPFI that such tax has been paid or is not applicable. Until surrendered as contemplated by this Section 2.03(b)2.2, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration that which the holder thereof has the right to receive in respect of such Certificate pursuant to the provisions of this Article II, certain dividends or other distributions in accordance with Section 2.03(c2.2(c) and cash in lieu of any fractional Parent ADS share of JPFI Common Stock in accordance withwith Section 2.2(e). No interest shall be paid or will accrue on any cash payable to holders of Certificates pursuant to the provisions of this Article II.

Exchange Procedures. As soon as reasonably practicable (and in any event within three (3) Business Days) after the Effective Time, Parent shall cause the Exchange Agent shall to mail to each Person who was a holder of record of a Certificate Shares immediately prior to the Effective Time, whose shares Shares were converted into the right to receive the applicable Merger Consideration pursuant to Section 2.012.5, (i) a the form of letter of transmittal for use in effecting the surrender of stock certificates that immediately prior to the Effective Time represented Shares (each, a "Certificate") or non-certificated Shares represented by Book-Entry ("Book-Entry Shares") (which transmittal letter shall be in customary form approved by the Company, such approval not to be unreasonably withheld, and shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Agent and shall be in customary form and have such other provisions as Parent may reasonably specifyAgent) and (ii) instructions for use in surrendering the Certificates or Book-Entry Shares in exchange for the applicable Merger Consideration with respect theretoConsideration. Upon surrender of a Certificate or a Book-Entry Share for cancelation cancellation to the Exchange Agent, together with such letter of transmittal, duly completed and validly executed, and such other documents as may reasonably be required by the Exchange Agent, the holder of such Certificate or Book-Entry Share shall be entitled to receive paid promptly in exchange therefor a receipt evidencing that number of whole Parent ADSs (together with cash in lieu of any fractional Parent ADS in accordance with Section 2.03(e)), if anytherefor, and Parent shall cause the amount Exchange Agent to pay to such holder, the Merger Consideration in respect of cash, if any, that the aggregate number of shares of Company Common Stock Shares previously represented by such Certificate shall have been converted pursuant to Section 2.01 into the right to receive, together with certain dividends or other distributions in accordance with Section 2.02(c)Book-Entry Share, and the Certificate or Book-Entry Shares so surrendered shall forthwith be canceled. In the event of a transfer of ownership of Company Common Stock Shares that is not registered in the transfer records of the Company, a receipt evidencing the proper number of Parent ADSs payment may be issued and/or the proper amount of cash may be paid, as appropriate, in exchange therefor made to a person Person other than the person Person in whose name the Certificate so surrendered is registered if such Certificate shall be properly endorsed or otherwise be in proper form for transfer and the person Person requesting such issuance shall pay any transfer or other taxes Taxes required by reason of the issuance of Parent ADSs payment to a person Person other than the registered holder of such Certificate or establish to the satisfaction of Parent that such tax Tax has been paid or is not applicable. Until surrendered as contemplated by this Section 2.03(b), each Each Certificate and Book-Entry Share shall be deemed at any time all times from and after the Effective Time to represent only the right to receive upon such surrender in accordance with this Section 2.7 the Merger Consideration that in respect of the holder thereof has the right Shares previously represented by such Certificate or Book-Entry Share. No interest shall be paid or shall accrue on any cash payable to receive holders of Certificates or Book Entry Shares pursuant to the provisions of this Article II, certain dividends or other distributions in accordance with Section 2.03(c) and cash in lieu of any fractional Parent ADS in accordance with2.

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 (the "Certificates") that immediately prior to the Effective Time represented outstanding shares of UPR Common Stock whose shares were converted into the right to receive the applicable Merger Consideration Anadarko Common Shares pursuant to Section 2.012.1(b), (i) a form of letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Agent Agent, and shall be in customary such form and have such other customary provisions as Parent Anadarko may reasonably specify) and (ii) instructions for use in surrendering effecting the surrender of the Certificates in exchange for the applicable Merger Consideration with respect theretocertificates representing Anadarko Common Shares. Upon surrender of a Certificate for cancelation cancellation to the Exchange Agent, together with such a duly executed letter of transmittal, duly completed and validly executed, and such other documents as may reasonably be required by the Exchange Agent, the holder of such Certificate shall be entitled to receive in exchange therefor (i) a receipt evidencing certificate or certificates representing that whole number of whole Parent ADSs Anadarko Common Shares which such holder has the right to receive pursuant to Section 2.1 in such denominations and registered in such names as such holder may request and (together with ii) a check representing the amount of cash in lieu of any fractional Parent ADS in accordance with Section 2.03(e))shares, if any, and the amount of cashunpaid dividends and distributions, if any, that the aggregate number of shares of Company Common Stock previously represented by which such Certificate shall have been converted pursuant to Section 2.01 into holder has the right to receivereceive pursuant to the provisions of this Article II, together with certain dividends or other distributions in accordance with Section 2.02(c), and after giving effect to any required withholding tax. The shares represented by the Certificate so surrendered shall forthwith be canceledcancelled. No interest will be paid or accrued on the cash in lieu of fractional shares, if any, and unpaid dividends and distributions, if any, payable to holders of shares of UPR Common Stock. In the event of a transfer of ownership of Company shares of UPR Common Stock that is not registered in on the transfer records of the CompanyUPR, a receipt evidencing certificate representing the proper number of Parent ADSs Anadarko Common Shares, together with a check for the cash to be paid in lieu of fractional shares, if any, and unpaid dividends and distributions, if any, may be issued and/or the proper amount of cash may be paid, as appropriate, in exchange therefor to a person other than the person in whose name such transferee if the Certificate so surrendered representing such shares of UPR Common Stock held by such transferee is registered if presented to the Exchange Agent, accompanied by all documents required to evidence and effect such Certificate shall be properly endorsed or otherwise be in proper form for transfer and the person requesting such issuance shall pay to evidence that any applicable stock transfer or other taxes required by reason of the issuance of Parent ADSs to a person other than the registered holder of such Certificate or establish to the satisfaction of Parent that such tax has have been paid or is not applicablepaid. Until surrendered as contemplated by this Section 2.03(b)2.3, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration that the holder thereof has the right to receive pursuant to the provisions of this Article II, certain dividends or other distributions in accordance with Section 2.03(c) a certificate representing Anadarko Common Shares and cash in lieu of fractional shares, if any, and unpaid dividends and distributions, if any, as provided in this Article II. If 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 required by Anadarko, the posting by such person of a bond in such reasonable amount as Anadarko may direct as indemnity against any claim that may be made against it with respect to such Certificate, the Exchange Agent will deliver in exchange for such lost, stolen or destroyed Certificate, a certificate representing the proper number of Anadarko Common Shares, together with a check for the cash to be paid in lieu of fractional Parent ADS shares, if any, with respect to the shares of UPR Common Stock formerly represented thereby, and unpaid dividends and distributions on Anadarko Common Shares, if any, as provided in accordance withthis Article II.

Exchange Procedures. As soon as reasonably practicable Promptly (and in any event within three Business Days) after the Effective Time, the Parent shall cause the Exchange Agent shall to mail to each holder of record of a Certificate whose shares were converted into the right to receive the applicable Merger Consideration pursuant to Section 2.01, and each holder of record of Uncertificated Shares (i) a form of letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Agent and shall be in customary form and have such other provisions as Parent may reasonably specify) and (ii) in the case of a holder of Certificates, instructions for use in surrendering effecting the surrender of the Certificates in exchange for the applicable Merger Consideration payable with respect thereto. Upon surrender of a Certificate for cancelation cancellation to the Exchange Agent, together with such letter of transmittal, duly completed and validly executed, executed in accordance with the instructions (and such other customary documents as may reasonably be required by the Exchange Agent), the holder of such Certificate shall be entitled to receive in exchange therefor a receipt evidencing that number of whole Parent ADSs (together with cash in lieu of any fractional Parent ADS in accordance with Section 2.03(e)), if any, and an amount equal to the amount of cash, if any, Merger Consideration that the aggregate number of shares of Company Common Stock previously represented by such Certificate shall have been converted pursuant to Section 2.01 into holder has the right to receive, together with certain dividends or other distributions in accordance with Section 2.02(c)receive pursuant to the provisions of this Article II, and the Certificate so surrendered shall forthwith immediately be canceledcancelled. Upon receipt of an “agent’s message” by the Exchange Agent (or such other evidence, if any, of transfer as the Exchange Agent may reasonably request) in the case of a book-entry transfer of Uncertificated Shares, the holder of such Uncertificated Shares shall be entitled to receive in exchange therefor cash in an amount equal to the Merger Consideration that such holder has the right to receive pursuant to the provisions of this Article II, and the transferred Uncertificated Shares so surrendered shall immediately be cancelled. No interest will be paid or accrued on the cash payable upon the surrender of Certificates or Uncertificated Shares. In the event of a transfer of ownership of Company Common Stock that which is not registered in the transfer records of the Company, a receipt evidencing the proper number of Parent ADSs Merger Consideration may be issued and/or the proper amount of cash may be paidpaid to an individual, as appropriatecorporation, in exchange therefor to limited liability company, partnership, association, trust or other entity, including a person Governmental Entity (“Person”) other than the person Person in whose name the Certificate so surrendered is registered if or Uncertificated Shares are registered, if, in the case of shares represented by a Certificate, such Certificate shall be properly endorsed or otherwise be is presented to the Exchange Agent, and in proper form for each case the transferor provides to the Exchange Agent (i) all documents required to evidence and effect such transfer and (ii) evidence reasonably satisfactory to the person requesting such issuance shall pay Surviving Corporation that any applicable stock transfer or other taxes required by reason of the issuance of Parent ADSs to a person other than the registered holder of such Certificate or establish to the satisfaction of Parent that such tax has Taxes have been paid or is not applicablepaid. Until surrendered as contemplated by this Section 2.03(b)2.2, each Certificate and all Uncertificated Shares (other than Certificates or Uncertificated Shares representing Dissenting Shares) shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration that the holder thereof has the right to receive pursuant to the provisions of as contemplated by this Article II, certain dividends or other distributions in accordance with Section 2.03(c) and cash in lieu of any fractional Parent ADS in accordance with2.2.

Exchange Procedures. As soon as reasonably practicable after the Effective Time and in any event not later than the fifth (5th) Business Day following the Effective Time, Pubco shall cause the Exchange Transfer Agent shall to mail to each holder of record of a Certificate or Certificates whose shares of EPT Common Stock were converted into the right to receive the applicable Merger Consideration pursuant to Section 2.01, shares of Pubco Common Stock (i) a form of letter of transmittal (the “Letter of Transmittal”), that shall, among other things, contain additional representations, warranties and covenants of such Stockholder, including without limitation, that (a) such Stockholder has full right, power and authority to deliver such EPT Common Stock and Letter of Transmittal, (b) the delivery of such EPT Common Stock will not violate or be in conflict with, result in a breach of or constitute a default under, any indenture, loan or credit agreement, deed of trust, mortgage, security agreement or other agreement or instrument to which shall specify such Stockholder is bound or affected, (c) such Stockholder has good, valid and marketable title to all shares of EPT Common Stock indicated in such Letter of Transmittal and that delivery shall be effectedsuch Stockholder is not affected by any voting trust, agreement or arrangement affecting the voting rights of such EPT Common Stock, (d) whether such Stockholder is an “accredited investor,” as such term is defined in Regulation D under the Securities Act and that such Stockholder is acquiring Pubco Common Stock for investment purposes, and not with a view to selling or otherwise distributing such Pubco Common Stock in violation of the Securities Act or the securities laws of any state, (e) such Stockholder has had an opportunity to ask and receive answers to any questions such Stockholder may have had concerning the terms and conditions of the Merger and the Pubco Common Stock and has obtained any additional information that such Stockholder has requested, and (f) risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Agent Transfer Agent, and (h) shall be in customary such form and have such other provisions as Parent Pubco and EPT may reasonably specifyspecify and agree) and (ii) instructions for use in surrendering the Certificates in exchange for the applicable Merger Consideration with respect theretocertificates representing shares of Pubco Common Stock. Upon surrender of a Certificate for cancelation cancellation to the Exchange Transfer Agent, together with such letter Letter of transmittalTransmittal, duly completed and validly executedexecuted in accordance with the instructions thereto, and such other documents as may reasonably be required by the Exchange Transfer Agent, the holder of such Certificate shall be entitled to receive in exchange therefor a receipt evidencing that number of whole Parent ADSs (together with cash in lieu of any fractional Parent ADS in accordance with Section 2.03(e)), if any, and the amount of cash, if any, that the aggregate number of shares of Company Pubco Common Stock previously represented by Stock, that such Certificate shall have been converted pursuant to Section 2.01 into holder has the right to receive, together with certain dividends or other distributions in accordance with Section 2.02(c)receive pursuant to the provisions of this ARTICLE I, and the Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of Company EPT Common Stock that is not registered in the transfer records of the CompanyEPT, a receipt evidencing the proper number of Parent ADSs shares of Pubco Common Stock may be issued and/or the proper amount of cash may be paid, as appropriate, in exchange therefor to a person Person other than the person Person in whose name the Certificate so surrendered is registered if such Certificate shall be properly endorsed or otherwise be in proper form for transfer and the person Person requesting such issuance shall pay any transfer or other taxes required by reason of the issuance of Parent ADSs shares of Pubco Common Stock (or the payment of cash consideration) to a person Person other than the registered holder of such Certificate or establish to the reasonable satisfaction of Parent Pubco that such tax has been paid or is not applicable. Until surrendered as contemplated by this Section 2.03(b1.09(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 that applicable shares of Pubco Common Stock, which the holder thereof has the right to receive in respect of such Certificate pursuant to the provisions of this Article II, certain dividends ARTICLE I. No interest shall be paid or other distributions in accordance with Section 2.03(c) and cash in lieu will accrue on the shares of any fractional Parent ADS in accordance withPubco Common Stock issuable to holders of Certificates pursuant to the provisions of this ARTICLE I.