Common use of Exchange Procedures Clause in Contracts

Exchange Procedures. The Surviving Corporation shall instruct the Exchange Agent to provide, as soon as reasonably practicable after the Effective Time, to each holder of record of a non-certificated shares of Company Common Stock represented by book entry (“Book Entry Shares”) that immediately before the Effective Time represented outstanding shares of Company Common Stock whose shares were converted into the right to receive Merger Consideration pursuant to Section 2.02(c), an “agent’s message” in customary form (it being understood that the holders of Book Entry Shares will be deemed to have surrendered such Book Entry Shares upon receipt of an “agent’s message” or such other evidence, if any, as the Exchange Agent may reasonably request). Upon receipt of such “agent’s message”, the holder of such Book Entry Shares shall be entitled to receive in exchange therefor the number of whole shares of Parent Common Stock, if any, which the aggregate number of Company Common Stock previously represented by such Book Entry Shares shall have been converted pursuant to Section 2.01(c) into the right to receive, and the 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, payment may be made and shares may be issued to a Person other than the Person in whose name the Book Entry Shares so surrendered is registered if such Book Entry Shares shall be in proper form for transfer and the Person requesting such payment shall pay any transfer or other taxes required by reason of the payment to a Person other than the registered holder of such Book Entry Shares or establish to the satisfaction of Parent that such tax has been paid or is not applicable. Subject to the last sentence of Section 2.02(c), until surrendered as contemplated by this Section 2.02(b), each Book Entry Share shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration into which the Company Common Stock theretofore represented by such Book Entry Share have been converted pursuant to Section 2.01.

Exchange Procedures. The Surviving Corporation shall instruct the Exchange Agent to provide, As promptly as soon as reasonably practicable after the Effective Time (but in any event within three (3) business days), Parent shall cause the Paying Agent to mail to each Person who was, at the Effective Time, to each a holder of record of a non-certificated shares of Company Common Stock represented by book entry (“Book Entry Shares”) that immediately before the Effective Time represented outstanding shares of or Company Common Stock whose shares were converted into the right Options entitled to receive the Merger Consideration pursuant to Section 2.02(c), an “agent’s message” 2.01(a): (i) a letter of transmittal (which shall be in customary form and shall specify that delivery shall be effected, and risk of loss and title to the certificates evidencing such shares (it being understood that the holders “Certificates”) shall pass, only upon proper delivery of Book Entry Shares will be deemed the Certificates to have surrendered the Paying Agent) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the Merger Consideration. Upon surrender to the Paying Agent of a Certificate for cancellation, together with such Book Entry Shares upon receipt letter of an “agent’s message” or transmittal, duly completed and validly executed in accordance with the instructions thereto, and such other evidence, if any, documents as the Exchange Agent may reasonably request). Upon receipt of be required pursuant to such “agent’s message”instructions, the holder of such Book Entry Shares Certificate shall be entitled to receive in exchange therefor the number amount of whole cash which such holder has the right to receive in respect of the shares of Parent Common Stock, if any, which the aggregate number of Company Common Stock previously formerly represented by such Book Entry Shares shall have been converted Certificate pursuant to Section 2.01(c2.01(a) into the right to receive, and the Book Entry Shares Certificate so surrendered shall forthwith be canceled. As soon as reasonably practicable after receipt of the required documentation from a holder, the Paying Agent shall make payment to such holder by mailing certified or bank checks payable to such holder in next day funds; provided, however, if and to the extent that a holder is entitled to receive an amount in excess of $500,000, such holder may, at its option, deliver to the Paying Agent at or after Closing the documentation required herein together with wire transfer instructions, and upon the receipt of the same by the Paying Agent at or after Closing, the Paying Agent shall make payment to such holder by wire transfer of same day funds in accordance with such instructions. In the event of a transfer of ownership of Company shares of Common Stock that is not registered in the transfer records of the CompanyCompany that is made prior to the Effective Time, payment of the Merger Consideration may be made and shares may be issued to a Person other than the Person in whose name the Book Entry Shares Certificate so surrendered is registered if the Certificate representing such Book Entry Shares shares shall be properly endorsed or otherwise be in proper form for transfer and the Person requesting such payment shall pay any transfer or other taxes Taxes required by reason of the payment of the Merger Consideration to a Person other than the registered holder of such Book Entry Shares Certificate or establish to the reasonable satisfaction of Parent that such tax Tax has been paid or is not applicable. Subject to the last sentence of Section 2.02(c), until Until surrendered as contemplated by this Section 2.02(b)2.04, each Book Entry Share Certificate shall be deemed at any time all times after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration into to which the Company Common Stock theretofore represented by holder of such Book Entry Share have been converted Certificate is entitled pursuant to Section 2.01this 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.

Exchange Procedures. (i) The Surviving Corporation record date for the purposes of the transactions contemplated hereby shall instruct be the Exchange Agent to provide, as Closing Date. As soon as reasonably practicable after the Effective Time, the Surviving Corporation shall cause the Exchange Agent to mail to each holder of record of a non-certificated shares of Company Common Stock represented by book entry (“Book Entry Shares”) that certificate or certificates which immediately before prior to the Effective Time represented outstanding shares of Company ▇▇▇▇▇ Common Stock whose shares were (the "Certificates") converted pursuant to Section 2.01(a)(iii) into the right to receive the Merger Consideration pursuant Price (x) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to Section 2.02(c)the Certificates shall pass, an “agent’s message” in customary form (it being understood that only upon delivery of the holders of Book Entry Shares will be deemed Certificates to have surrendered such Book Entry Shares upon receipt of an “agent’s message” or such other evidence, if any, as the Exchange Agent and shall be in such form and have such other provisions as the Surviving Corporation may reasonably request)specify) and (y) instructions for use in effecting the surrender of the Certificates in exchange for the Merger Price. Upon receipt surrender of a Certificate for cancellation to the Exchange Agent, together with such “agent’s message”letter of transmittal duly executed and completed in accordance with its terms, the holder of such Book Entry Shares Certificate shall be entitled to receive in exchange therefor an amount equal to the number Merger Price per share of whole shares of Parent ▇▇▇▇▇ Common Stock, if anyStock represented thereby, which the aggregate number of Company Common Stock previously represented by such Book Entry Shares shall have been converted pursuant to Section 2.01(c) into holder has the right to receivereceive pursuant to the provisions of this Article II (in accordance with applicable law), and the Book Entry Shares 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, payment may be made and shares Merger Price may be issued to a Person other than transferee if the Person in whose name Certificate representing such ▇▇▇▇▇ Common Stock is presented to the Book Entry Shares so surrendered is registered if such Book Entry Shares shall be in proper form for transfer and the Person requesting such payment shall pay any transfer or other taxes Exchange Agent accompanied by all documents required by reason of the payment to a Person other than the registered holder of such Book Entry Shares or establish evidence, to the satisfaction of Parent the Surviving Corporation, that such tax has transfer had properly occurred and that any applicable stock transfer taxes had been paid or is not applicable. Subject to the last sentence of Section 2.02(c), until properly paid. (ii) Until surrendered as contemplated by this Section 2.02(b), each Book Entry Share Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration into which the Company Price per share of ▇▇▇▇▇ Common Stock theretofore represented thereby as contemplated by this Article II, and shall not entitle the holder thereof to any rights of shareholders of the Surviving Corporation. (iii) The Surviving Corporation shall pay all charges and expenses incurred by the Surviving Corporation or the Exchange Agent in connection with the exchange of Certificates for cash. (iv) The parties acknowledge that the Exchange Agent may require each holder of record of outstanding shares of ▇▇▇▇▇ Common Stock to execute and deliver such Book Entry Share have been converted pursuant documents and instruments as the Exchange Agent may reasonably require to Section 2.01effectuate the surrender of such shares in exchange for the Merger Price, including any appropriate affidavits and tax forms.

Exchange Procedures. The Surviving Corporation shall instruct the Exchange Agent to provide, as (a) As soon as reasonably practicable after the Effective Time, the Exchange Agent shall mail to each holder of record of a non-certificated shares of Certificate or Certificates which, immediately prior to the Effective Time, represented outstanding Company Common Stock represented by book entry (“Book Entry Shares”) that immediately before the Effective Time represented outstanding shares of Company Common Stock whose shares were Shares subsequently converted into the right to receive the Merger Consideration pursuant to Section 2.02(c), an “agent’s message” in customary form (it being understood that the holders of Book Entry Shares will be deemed to have surrendered such Book Entry Shares upon receipt of an “agent’s message” or such other evidence, if anyConsideration, as set forth in Section 2.4: (A) a letter of transmittal (a "Letter of Transmittal") which (i) 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 (or an affidavit of loss in lieu thereof, together with any bond or indemnity agreement, as contemplated by Section 3.7) and (ii) shall be in such form and have such other provisions as the Surviving Corporation may reasonably request). specify; and (B) instructions for use in effecting the surrender of the Certificates in exchange for the applicable Merger Consideration. (b) Upon receipt surrender of such “agent’s message”a Certificate for cancellation to the Exchange Agent, together with a Letter of Transmittal, duly executed, and any other documents reasonably required by the Exchange Agent or the Surviving Corporation, (A) the holder of such Book Entry Shares Certificate shall be entitled to receive in exchange therefor a check and a certificate or certificates representing the number applicable amount of whole cash and shares of Parent Common Stock, if any, Stock which such holder has the aggregate number of Company Common Stock previously represented by such Book Entry Shares shall have been converted right to receive pursuant to Section 2.01(c2.4 and (B) into the right to receive, and the Book Entry Shares Certificate so surrendered shall forthwith be canceled. Until so surrendered, each such Certificate shall represent the right to receive the aggregate Merger Consideration relating thereto. (c) 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, payment the appropriate amount of the Merger Consideration may be made and shares may be issued paid to a Person other than transferee if the Person in whose name Certificate representing such Company Common Shares is presented to the Book Entry Shares so surrendered is registered if such Book Entry Shares shall be Exchange Agent properly endorsed or accompanied by appropriate stock powers and otherwise in proper form for transfer and the Person requesting such payment shall pay any transfer or other taxes accompanied by all documents reasonably required by reason of the payment Exchange Agent to a Person other than the registered holder of evidence and effect such Book Entry Shares or establish transfer and to the satisfaction of Parent evidence that such tax has any applicable Taxes have been paid or is not applicablepaid. Subject to the last sentence of Section 2.02(c), until Until surrendered as contemplated by this Section 2.02(b)3.2, each Book Entry Share such Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the appropriate amount of the applicable Merger Consideration into which Consideration. (d) No dividends or other distributions that are declared or made after the Effective Time with respect to Parent Common Stock payable to holders of record thereof after the Effective Time shall be paid to a Company Stockholder entitled to receive certificates representing Parent Common Stock until such Company Stockholder has properly surrendered such Company Stockholder's Certificates. Upon such surrender, there shall be paid to the Company Stockholder in whose name the certificates representing such Parent Common Stock theretofore represented shall be issued any dividends which shall have become payable with respect to such Parent Common Stock between the Effective Time and the time of such surrender, without interest. After such surrender, there shall also be paid to the Company Stockholder in whose name the certificates representing such Parent Common Stock shall be issued any dividend on such Parent Common Stock that shall have a record date subsequent to the Effective Time and prior to such surrender and a payment date after such surrender; provided, however, that such dividend payments shall be made on such payment dates. In no event shall the Company Stockholder entitled to receive such dividends be entitled to receive interest on such dividends. (e) No certificate or scrip representing fractional shares of Parent Common Stock shall be issued upon the surrender for exchange of Certificates, and such fractional share interests will not entitle the owner thereof to vote or to any rights as a stockholder of Parent. All fractional shares of Parent Common Stock that a Company Stockholder would otherwise be entitled to receive as a result of the Merger shall be aggregated and if a fractional share results from such aggregation, such holder shall be entitled to receive, in lieu thereof, an amount in cash determined by multiplying (i) the Base Price by (ii) the fraction of a share of Parent Common Stock to which such Book Entry Share holder would otherwise have been converted pursuant entitled. Parent shall timely make available to the Exchange Agent any cash necessary to make payments in lieu of fractional shares as aforesaid. No such cash in lieu of fractional shares of Parent Common Stock shall be paid to any Company Stockholder until Certificates are surrendered and exchanged in accordance with this Section 2.013.2.

Exchange Procedures. The Surviving Corporation shall instruct the Exchange Agent to provide, as As soon as reasonably practicable after the Effective Time, the Surviving Corporation shall cause the Paying Agent to mail to each holder of record of a non-certificated shares an outstanding share of Company Common Stock represented by book entry (“Book Entry Shares”) that immediately before prior to the Effective Time represented outstanding (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the certificates formerly representing shares of Company Common Stock whose shares were converted into immediately prior to the right Effective Time (the “Certificates”) shall pass, only upon proper delivery of such Certificates (or affidavits of loss in lieu thereof, together with any bond as contemplated by Section 2.7(h)) to receive the Paying Agent and which shall be in the form and have such other provisions as the Surviving Corporation or Paying Agent may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the payment of the Merger Consideration to be made to the holder thereof pursuant to Section 2.02(c)2.6. Upon surrender of a Certificate for cancellation to the Paying Agent, an “agent’s message” together with a letter of transmittal duly completed and validly executed in customary form (it being understood that accordance with the holders of Book Entry Shares will be deemed to have surrendered such Book Entry Shares upon receipt of an “agent’s message” or instructions thereto, and such other evidence, if any, documents as the Exchange Agent may be reasonably request). Upon receipt of required pursuant to such “agent’s message”instructions, the holder of such Book Entry Shares Certificate shall be entitled to receive promptly in exchange therefor the number Merger Consideration for each share of whole shares of Parent Common Stock, if any, which the aggregate number of Company Common Stock previously formerly represented by such Book Entry Shares shall have been converted pursuant to Section 2.01(c) into the right to receive, Certificate and the Book Entry Shares such Certificate so surrendered shall be forthwith cancelled. The Paying Agent shall accept such Certificates upon compliance with such reasonable terms and conditions as the Paying Agent may impose to effect an orderly exchange thereof in accordance with customary exchange practices. No interest shall be canceled. In paid or accrued for the event benefit of a transfer holders of ownership the shares of Company Common Stock that is not registered in or on the transfer records consideration payable upon the surrender of the Company, payment may be made and Certificate formerly representing such shares may be issued to a Person other than the Person in whose name the Book Entry Shares so surrendered is registered if such Book Entry Shares shall be in proper form for transfer and the Person requesting such payment shall pay any transfer or other taxes required by reason of the payment to a Person other than the registered holder of such Book Entry Shares or establish to the satisfaction of Parent that such tax has been paid or is not applicable. Subject to the last sentence of Section 2.02(c), until surrendered as contemplated by this Section 2.02(b), each Book Entry Share shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration into which the Company Common Stock theretofore represented by such Book Entry Share have been converted pursuant to Section 2.01Stock.

Exchange Procedures. The Surviving Corporation As soon as practicable following the Effective Time, and in any event within two Business Days following the Effective Time (but in no event prior to the Effective Time), IAC shall instruct cause the Exchange Agent to provide, as soon as reasonably practicable after the Effective Time, deliver to each holder of record of a non-certificated shares of Company Common Stock represented by book entry (“Book Entry Shares”) that immediately before entitled to receive the Effective Time represented outstanding shares Per Share Common Stock Consideration, and each holder of Company Common Preferred Stock whose shares were converted into the right entitled to receive Merger Consideration the Per Share Preferred Stock Consideration, pursuant to Section 2.02(c3.01 a letter of transmittal and instructions for use in exchanging such Company Stockholder’s Company Shares for such Company Stockholder’s applicable portion of the Stock Consideration from the Exchange Fund, and that shall be in form and contain provisions which IAC may specify and which are reasonably acceptable to the Company (a “Letter of Transmittal”), an which shall (i) contain customary representations and warranties as to title, authorization, execution and delivery, (ii) contain a customary release of all claims against IAC and the Company arising out of or related to such holder’s ownership of Company Shares, (iii) specify that delivery shall be effected, and risk of loss and title to the Company Shares shall pass, only upon proper delivery of any stock certificate representing the Company Shares (a “agent’s message” Certificate”) to the Exchange Agent, and (iv) include instructions for use in customary form (it being understood that effecting the holders surrender of Book Entry Shares will be deemed the Certificates pursuant to have surrendered such Book Entry Shares upon receipt the Letter of an “agent’s message” or such other evidence, if any, as Transmittal. Promptly following the surrender to the Exchange Agent of all Certificates held by such holder for cancellation (to the extent such Company Shares are or were certificated), together with a Letter of Transmittal, duly completed and validly executed in accordance with the instructions thereto and such other documents as may reasonably request). Upon receipt of be required pursuant to such “agent’s message”instructions, the holder of such Book Entry Shares Certificates shall be entitled to receive in exchange therefor therefore, and IAC shall instruct the number of whole shares of Parent Common Stock, if any, which Exchange Agent to deliver the aggregate number of Company Per Share Common Stock previously represented by such Book Entry Shares shall have been converted pursuant to Consideration or Per Share Preferred Stock Consideration, as applicable, in accordance with the provisions of Section 2.01(c) into the right to receive3.01, and the Book Entry Shares Certificate 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, payment may be made and shares may be issued to a Person other than the Person in whose name the Book Entry Shares so surrendered is registered if such Book Entry Shares shall be in proper form for transfer and the Person requesting such payment shall pay any transfer or other taxes required by reason of the payment to a Person other than the registered holder of such Book Entry Shares or establish to the satisfaction of Parent that such tax has been paid or is not applicable. Subject to the last sentence of Section 2.02(c), until Until surrendered as contemplated by this Section 2.02(b)3.02, each Book Entry Certificate entitled to receive the Per Share Common Stock Consideration or Per Share Preferred Stock Consideration, as applicable, in accordance with Section 3.01 shall be deemed at any time all times after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration into which the Company Per Share Common Stock theretofore represented by Consideration or Per Share Preferred Stock Consideration that such Book Entry Share have been converted pursuant holder is entitled to receive in accordance with the provisions of Section 2.013.01.

Exchange Procedures. The Surviving Corporation shall instruct the Exchange Agent to provide, as As soon as reasonably practicable after the Effective Time, the Exchange Agent shall mail to each holder of record of a non-certificated shares of Company Common Stock represented by book entry (“Book Entry Shares”) that certificate or certificates which, immediately before prior to the Effective Time Time, represented outstanding shares of Company Common Stock whose (the "Certificates"), which holder's shares of Company Common Stock were converted into the right to receive Merger Consideration shares of Parent Common Stock pursuant to Section 2.02(c)2.1: (i) a letter of transmittal ("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, an “agent’s message” and shall be in customary such form (it being understood that the holders of Book Entry Shares will be deemed to and have surrendered such Book Entry Shares upon receipt of an “agent’s message” or such other evidence, if any, provisions as Parent may reasonably specify; and (ii) instructions for use in effecting the surrender of the Certificates in exchange for certificates representing shares of Parent Common Stock. Upon surrender of a Certificate for cancellation to the Exchange Agent may Agent, together with the Letter of Transmittal, duly executed, and any other documents reasonably request). Upon receipt of such “agent’s message”required by Parent or the Exchange Agent, (A) the holder of such Book Entry Shares a Certificate shall be entitled to receive in exchange therefor the therefore a certificate representing that number of whole shares of Parent Common StockStock which such holder has the right to receive pursuant to the provisions of this Article II, if any, which the aggregate number cash in lieu of Company fractional shares of Parent Common Stock previously represented as contemplated by Section 2.2(e), and any unpaid dividends and distributions that such Book Entry Shares shall have been converted holder has the right to receive pursuant to Section 2.01(c2.2(c); and (B) into the right to receive, and the Book Entry Shares 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, payment may be made and a certificate representing the appropriate number of shares of Parent Common Stock may be issued to a Person other than transferee if the Person in whose name Certificate representing such Company Common Stock is presented to the Book Entry Shares so surrendered is registered if Exchange Agent accompanied by all documents required to evidence and effect such Book Entry Shares shall be in proper form for transfer and the Person requesting such payment shall pay by evidence that any applicable stock transfer or other taxes required by reason of the payment to a Person other than the registered holder of such Book Entry Shares or establish to the satisfaction of Parent that such tax has have been paid or is not applicablepaid. Subject to the last sentence of Section 2.02(c), until Until surrendered as contemplated by this Section 2.02(b)2.2, each Book Entry Share Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration into which the Company certificate representing shares of Parent Common Stock theretofore represented and cash in lieu of any fractional shares of Parent Common Stock as contemplated by this Section 2.2 and any unpaid dividends and distributions that such Book Entry Share have been converted holder has the right to receive pursuant to Section 2.012.2(c). The Exchange Agent shall not be entitled to vote or exercise any rights of ownership with respect to the Parent Common Stock held by it from time to time hereunder, except that it shall receive and hold all dividends or other distributions paid or distributed with respect thereto for the account of persons entitled thereto.

Exchange Procedures. The Surviving Corporation shall instruct the Exchange Agent to provide, as As soon as reasonably practicable after the Effective TimeTime and subject to the surrender provisions of this Section 2.2(b), the Exchange Agent shall deliver to each holder of record of a non-certificated shares of Company Common Stock represented by book entry (“Book Entry Shares”) that certificate or certificates which immediately before prior to the Effective Time represented outstanding shares of Company Common Stock (the “Certificates”) whose shares were are converted pursuant to Section 2.1(c) into the right to receive Merger Consideration shares of Parent Common Stock a certificate representing that number of shares of Parent Common Stock which such holder has the right to receive pursuant to the provisions of this Section 2.02(c), an “agent’s message” in customary form (it being understood that the holders 2. Upon surrender of Book Entry Shares will be deemed a Certificate for cancellation to have surrendered such Book Entry Shares upon receipt of an “agent’s message” or such other evidence, if any, as the Exchange Agent may reasonably request). Upon receipt of Agent, together with such “agent’s message”endorsements for transfer duly executed and completed, the holder of such Book Entry Shares Certificate shall be entitled to receive in exchange therefor the a certificate representing that number of whole shares of Parent Common Stock, if any, Stock which the aggregate number of Company Common Stock previously represented by such Book Entry Shares shall have been converted pursuant to Section 2.01(c) into holder has the right to receivereceive pursuant to the provisions of this Section 2, and the Book Entry Shares Certificate so surrendered shall forthwith be canceled. In no event shall the holder of any Certificate be entitled to receive interest on any property 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, payment may be made and a certificate representing that number of whole shares of Parent Common Stock may be issued to a Person other than transferee if the Person in whose name Certificate representing such Company Common Stock is presented to the Book Entry Shares so surrendered is registered if Exchange Agent accompanied by all documents required to evidence and effect such Book Entry Shares shall be in proper form for transfer and the Person requesting such payment shall pay by evidence that any applicable stock transfer or other taxes required by reason of the payment to a Person other than the registered holder of such Book Entry Shares or establish to the satisfaction of Parent that such tax has have been paid or is not applicablepaid. Subject to the last sentence of Section 2.02(c), until Until surrendered as contemplated by this Section 2.02(b2.2(b), each Book Entry Share 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 the Merger Consideration number of shares of Parent Common Stock into which the number of shares of Company Common Stock theretofore represented by such Book Entry Share shown thereon have been converted pursuant to as contemplated by this Section 2.012.

Exchange Procedures. The Surviving Corporation shall instruct the Exchange Agent to provide, as As soon as reasonably practicable after the Effective TimeTime of the Merger, and to each the extent not previously distributed in connection with the Distribution, Fountain shall cause the Exchange Agent to mail to any holder of record of a non-certificated shares of Company Common Stock represented by book entry (“Book Entry Shares”) that immediately before the Effective Time represented outstanding shares of Company Patriot Common Stock whose shares of Patriot Common Stock were converted into the right to receive a portion of the Merger Consideration pursuant to Section 2.02(c), an “agent’s message” 1.07(a): (a) a letter of transmittal and (b) instructions for use in customary form (it being understood that effecting the holders exchange of Book Entry Shares will be deemed any shares of Patriot Common Stock for Merger Consideration. Upon delivery to have surrendered such Book Entry Shares upon receipt of an “agent’s message” or such other evidence, if any, as the Exchange Agent of the letter of transmittal, duly executed and with such other documents as may reasonably request). Upon receipt of such “agent’s message”be required by the Exchange Agent, the holder of such Book Entry Shares shares of Patriot Common Stock shall be entitled to receive in exchange therefor the therefor: (i) that number of whole shares of Parent Fountain Common Stock, if anyStock (after taking into account all shares of Patriot Common Stock exchanged by such holder), which shall be in uncertificated book-entry form, that such holder has the aggregate number right to receive pursuant to the provisions of Company this Article I, (ii) payment by cash or check in lieu of fractional shares of Fountain Common Stock previously represented by which such Book Entry Shares shall have been converted holder is entitled to receive pursuant to Section 2.01(c1.12 and (iii) into any dividends or other distributions payable pursuant to Section 1.13. If any portion of the right Merger Consideration is to receive, and the 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 name of the Company, payment may be made and shares may be issued to a Person other than the Person in whose name the Book Entry Shares so surrendered applicable shares of Patriot Common Stock is registered if such Book Entry Shares registered, it shall be a condition to the registration thereof that the applicable shares of Patriot Common Stock to be exchanged be in proper form for transfer and that the Person person requesting such payment shall delivery of the applicable portion of the Merger Consideration pay any and all transfer or and other taxes similar Taxes required by reason to be paid as a result of such registration in the payment to name of a Person other than the registered holder of such Book Entry Shares shares of Patriot Common Stock or establish to the satisfaction of Parent the Exchange Agent that such tax has Taxes have been paid or is are not applicablepayable. Subject to the last sentence of Section 2.02(c), until surrendered Until exchanged as contemplated by this Section 2.02(b)1.10, each Book Entry Share any shares of Patriot Common Stock shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender exchange the applicable portion of the Merger Consideration into which the Company Common Stock theretofore represented as contemplated by such Book Entry Share have been converted this Section 1.10 and any amounts to be paid pursuant to Section 2.011.12 and/or Section 1.13. No interest shall be paid or accrue on the Merger Consideration or any cash payable upon exchange of any shares of Patriot Common Stock.

Exchange Procedures. The Surviving Corporation shall instruct the Exchange Agent to provide, as As soon as reasonably practicable after the Effective Time, the Surviving Corporation shall cause the Exchange Agent to mail to each holder of record a Certificate (i) a letter of transmittal which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Agent, and which letter shall be in such form and have such other provisions as MCI WorldCom may reasonably specify and (ii) instructions for effecting the surrender of such Certificates in exchange for the applicable Merger Consideration. Upon surrender of a non-certificated shares of Company Common Stock represented by book entry (“Book Entry Shares”) that immediately before the Effective Time represented outstanding shares of Company Common Stock whose shares were converted into the right Certificate to receive Merger Consideration pursuant to Section 2.02(c), an “agent’s message” in customary form (it being understood that the holders of Book Entry Shares will be deemed to have surrendered such Book Entry Shares upon receipt of an “agent’s message” or such other evidence, if any, as the Exchange Agent together with such letter of transmittal, duly executed and completed in accordance with the instructions thereto, and such other documents as may reasonably request). Upon receipt of such “agent’s message”be required by the Exchange Agent, the holder of such Book Entry Shares Certificate, if it is a Certificate for Sprint Capital Stock shall be entitled to receive in exchange therefor (A) one or more shares of applicable MCI WorldCom Capital Stock representing, in the aggregate, the whole number of whole shares of Parent Common Stock, if any, which that such holder has the aggregate number of Company Common Stock previously represented by such Book Entry Shares shall have been converted right to receive pursuant to Section 2.01(c1.8, and (B) into a check in the amount equal to the cash that such holder has the right to receivereceive pursuant to the provisions of this Article II including cash in lieu of any fractional shares of applicable MCI WorldCom Capital Stock pursuant to Section 2.5 and any dividends or other distributions pursuant to Section 2.3, and in each case the Book Entry Shares Certificate so surrendered shall forthwith be canceled. No interest will be paid or will accrue on any cash payable pursuant to Section 2.3 or Section 2.5. In the event of a transfer of ownership of Company Common Sprint Capital Stock that which is not registered in the transfer records of Sprint, one or more shares of applicable MCI WorldCom Capital Stock evidencing, in the Companyaggregate, payment may be made the proper number of shares of applicable MCI WorldCom Capital Stock and a check in the proper amount of cash in lieu of any fractional shares of applicable MCI WorldCom Capital Stock pursuant to Section 2.5 and any dividends or other distributions to which such holder is entitled pursuant to Section 2.3, may be issued with respect to such Sprint Capital Stock to such a Person other than transferee if the Person in whose name Certificate representing such shares of Sprint Capital Stock is presented to the Book Entry Shares so surrendered is registered if Exchange Agent, accompanied by all documents required to evidence and effect such Book Entry Shares shall be in proper form for transfer and the Person requesting such payment shall pay to evidence that any applicable stock transfer or other taxes required by reason of the payment to a Person other than the registered holder of such Book Entry Shares or establish to the satisfaction of Parent that such tax has been paid or is not applicable. Subject to the last sentence of Section 2.02(c), until surrendered as contemplated by this Section 2.02(b), each Book Entry Share shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration into which the Company Common Stock theretofore represented by such Book Entry Share have been converted pursuant to Section 2.01paid.

Exchange Procedures. The Surviving Corporation shall instruct the Exchange Agent to provide, as soon as reasonably practicable Within five (5) business days after the Effective Time, the Surviving Corporation shall cause to be mailed to each holder of record of a non-certificated shares of Company Common Stock represented by book entry certificate or certificates (“Book Entry Shares”the "Certificates") that which immediately before prior to the Effective Time represented outstanding shares of Company Target Common Stock Stock, whose shares were converted into the right to receive the Merger Consideration pursuant to Section 2.02(c)1.6, an “agent’s message” in customary form (it being understood i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the holders of Book Entry Shares will be deemed to have surrendered such Book Entry Shares Certificates shall pass, only upon receipt of an “agent’s message” or the Certificates by the Exchange Agent, and shall be in such form and have such other evidence, if any, provisions as Acquiror may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the Merger Consideration. Upon surrender of a Certificate for cancellation to the Exchange Agent may reasonably request). Upon receipt Agent, together with such letter of such “agent’s message”transmittal, duly completed and validly executed in accordance with the instructions thereto, the holder of such Book Entry Shares Certificate shall be entitled to receive in exchange therefor the number of whole shares of Parent Common Stock, if any, which the aggregate number of Company Common Stock previously represented by such Book Entry Shares shall have been converted pursuant to Section 2.01(c) into the right to receive, Merger Consideration and the Book Entry Shares Certificate so surrendered shall forthwith be canceled. In Until so surrendered, each outstanding Certificate that, prior to the event Effective Time, represented shares of a transfer of ownership of Company Target Common Stock that is not registered in shall be deemed from and after the transfer records of the CompanyEffective Time, payment may be made and shares may be issued to a Person for all corporate purposes, other than the Person in whose name the Book Entry Shares so surrendered is registered if such Book Entry Shares shall be in proper form for transfer and the Person requesting such payment shall pay any transfer or other taxes required by reason of the payment dividends, to a Person other than the registered holder of such Book Entry Shares or establish to the satisfaction of Parent that such tax has been paid or is not applicable. Subject to the last sentence of Section 2.02(c), until surrendered as contemplated by this Section 2.02(b), each Book Entry Share shall be deemed at any time after the Effective Time to represent only evidence the right to receive upon such surrender the Merger Consideration into Consideration. Promptly after the Effective Time, the Surviving Corporation shall cause to be mailed to each holder of an option under the Target Option Plans which is cancelled in accordance with Section 5.10 instructions for use in effecting the Company Common Stock theretofore represented surrender of the documentation for that option in exchange for the consideration payable per option share under Section 5.10. Upon surrender of the option documentation for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by Acquiror, the holder of such Book Entry Share option shall be entitled to receive in exchange therefor the consideration payable per option share under Section 5.10, and the option shall be cancelled and the holder of that option shall have been converted pursuant no further right to acquire any securities thereunder. Until so surrendered, each such outstanding option will be deemed from and after the Effective Time, for all corporate purposes, to evidence the ownership of the right to receive the consideration payable per option share under Section 2.015.10.

Exchange Procedures. The Surviving Corporation shall instruct the Exchange Agent to provide, as As soon as reasonably practicable after the Effective TimeTime (and in any case no later than five (5) business days thereafter), Fidelity shall cause the Exchange Agent to mail to each record holder of record of a non-certificated certificate representing shares of Company MNB Common Stock represented by book entry (a “Book Entry SharesMNB Certificate”) a letter of transmittal which shall specify that immediately before delivery of the Effective Time represented outstanding shares MNB Certificates shall be effected, and risk of Company Common Stock whose shares were converted into loss and title to the right MNB Certificates shall pass, only upon delivery of the MNB Certificates to receive Merger Consideration pursuant to Section 2.02(c)the Exchange Agent, an “agent’s message” and which letter shall be in customary form (it being understood that the holders of Book Entry Shares will be deemed to and have surrendered such Book Entry Shares upon receipt of an “agent’s message” or such other evidence, if any, provisions as Fidelity may reasonably specify and instructions for effecting the surrender of such MNB Certificates in exchange for the Merger Consideration. Upon surrender of a MNB Certificate to the Exchange Agent together with such letter of transmittal, duly executed and completed in accordance with the instructions thereto, and such other documents as may reasonably request). Upon receipt of such “agent’s message”be required by the Exchange Agent, the holder of such Book Entry Shares MNB 13 Certificate shall be entitled to receive in exchange therefor (A) a certificate or electronic book entry to their account representing, in the aggregate, the whole number of whole shares of Parent Common Stock, if any, which the aggregate number of Company Fidelity Common Stock previously represented by that such Book Entry Shares shall have been converted holder has the right to receive pursuant to Section 2.01(c1.02(h)(iii) into and/or (B) a check in the amount equal to the aggregate amount of cash that such holder has the right to receive, and the Book Entry Shares so surrendered shall forthwith receive pursuant to Section 1.02(h)(iv). No interest will be canceledpaid or will accrue on any cash payment pursuant to Section 1.02(h)(iv). In the event of a transfer of ownership of Company MNB Common Stock that which is not registered in the transfer records of MNB, a certificate representing, in the Companyaggregate, payment may be made and the proper number of shares of Fidelity Common Stock pursuant to Section 1.02(h) and/or a check in the proper amount pursuant to Sections 1.02(h)(iv) may be issued with respect to such MNB Common Stock, as the case may be, to such a Person other than transferee if the Person in whose name MNB Certificate formerly representing such shares of MNB Common Stock is presented to the Book Entry Shares so surrendered is registered if Exchange Agent, accompanied by all documents required to evidence and effect such Book Entry Shares shall be in proper form for transfer and the Person requesting such payment shall pay to evidence that any applicable stock transfer or other taxes required by reason of the payment to a Person other than the registered holder of such Book Entry Shares or establish to the satisfaction of Parent that such tax has been paid or is not applicable. Subject to the last sentence of Section 2.02(c), until surrendered as contemplated by this Section 2.02(b), each Book Entry Share shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration into which the Company Common Stock theretofore represented by such Book Entry Share have been converted pursuant to Section 2.01.paid. 

Exchange Procedures. (a) (1) The Surviving Corporation Company shall instruct settle its Exchange Obligations as described in Section 8.02(a)(3), unless, within the applicable time period specified in this Section 8.02(a)(1), the Company elects to settle its Exchange Agent Obligations as described in Section 8.02(a)(2) or Section 8.02(a)(4). The cash and/or shares of Common Stock which the Company is required to providedeliver in accordance with this Section 8.02 in settlement of its Exchange Obligations is referred to herein as the “Settlement Amount.” If the Company desires to settle its Exchange Obligations as described in Section 8.02(a)(2) or Section 8.02(a)(4), as soon as reasonably practicable after the Effective Time, Company shall notify each exchanging Noteholder by notice to each holder the Trustee (for further distribution to Noteholders) of record the method the Company will choose to satisfy its Exchange Obligations no later than the second Trading Day immediately following the Company’s receipt of a non-certificated shares Notice of Exchange from such Holder, and such notice shall specify the section of this Second Supplemental Indenture pursuant to which the Company Common Stock represented by book entry (“Book Entry Shares”) is electing to satisfy its exchange obligations; provided, however, that immediately before the Effective Time represented outstanding shares of Company Common Stock whose shares were converted into shall have the right to receive Merger Consideration pursuant irrevocably elect, in its sole discretion and without the consent of Noteholders, by notice to Section 2.02(cthe Trustee (for further distribution to Noteholders), an “agent’s message” on or prior to October 15, 2012, to settle all of its future Exchange Obligations entirely in customary form (it being understood shares of Common Stock as described in Section 8.02(a)(2), and provided further, that the holders of Book Entry Shares will be deemed Company is required to have surrendered such Book Entry Shares upon receipt of settle all exchanges with an “agent’s message” Exchange Date occurring on or such other evidenceafter October 15, if any, as 2012 in the Exchange Agent may reasonably request). Upon receipt of such “agent’s message”, the holder of such Book Entry Shares shall be entitled to receive in exchange therefor the number of whole shares of Parent Common Stock, if any, which the aggregate number of Company Common Stock previously represented by such Book Entry Shares shall have been converted pursuant to Section 2.01(c) into the right to receivesame manner, and the Book Entry Shares so surrendered Company shall forthwith be cancelednotify Noteholders by notice to the Trustee (for further distribution to Noteholders) of the manner of settlement (including specifying the applicable section of this Second Supplemental Indenture that describes such manner of settlement) on or before such date. In The Company shall treat all Noteholders exchanging on the event of a transfer of ownership of Company Common Stock that is not registered same Trading Day in the transfer records of the Companysame manner; however, payment may be made and shares may be issued to a Person other than the Person in whose name the Book Entry Shares so surrendered is registered if such Book Entry Shares shall be in proper form for transfer and the Person requesting such payment shall pay any transfer or other taxes required by reason of the payment to a Person other than the registered holder of such Book Entry Shares or establish to the satisfaction of Parent that such tax has been paid or is not applicable. Subject to the last sentence of Section 2.02(c), until surrendered as contemplated by this Section 2.02(b), each Book Entry Share shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration into which the Company Common Stock theretofore represented by such Book Entry Share shall not have been converted pursuant any obligation to Section 2.01settle its Exchange Obligations arising on different Trading Days in the same manner, except for exchanges with an Exchange Date occurring on or after October 15, 2012, which shall all be satisfied in the same manner.

Exchange Procedures. The Surviving Corporation shall instruct the Exchange Agent to provide, as soon as reasonably practicable Promptly after the Effective Time, Valero shall cause the Exchange Agent to mail to each holder of record a Premcor Certificate (other than Premcor Certificates representing Dissenting Shares) that has not timely submitted a properly completed and executed Form of a non-certificated Election accompanied by an appropriately endorsed Certificate or Certificates representing all of the shares of Company Common Stock represented owned by book entry that stockholder (or, alternatively, by an appropriate guarantee of delivery) (a) a letter of transmittal (the “Book Entry SharesLetter of Transmittal”) that immediately before shall specify that delivery shall be effected, and risk of loss and title to the Premcor Certificates shall pass, only upon proper delivery of the Premcor Certificates to the Exchange Agent, and which Letter of Transmittal shall be in customary form and have such other provisions as Valero or Premcor may reasonably specify (such letter to be reasonably acceptable to Premcor and Valero prior to the Effective Time represented outstanding Time) and (b) instructions for effecting the surrender of such Premcor Certificates in exchange for the Merger Consideration, together with any dividends and other distributions with respect thereto and any cash in lieu of fractional shares pursuant to this Article III. Upon surrender of Company Common Stock whose shares were converted into a Premcor Certificate to the right to receive Merger Consideration Exchange Agent together with such Letter of Transmittal or the Form of Election pursuant to Section 2.02(c3.1(i), an “agent’s message” duly executed and completed in customary form (it being understood that accordance with the holders of Book Entry Shares will be deemed to have surrendered such Book Entry Shares upon receipt of an “agent’s message” or instructions thereto, and such other evidence, if any, documents as may reasonably be required by the Exchange Agent may reasonably request). Upon receipt of such “agent’s message”Agent, the holder of such Book Entry Shares Premcor Certificate shall be entitled to receive in exchange therefor (i) shares of Valero Common Stock (which shall be in uncertificated book-entry form, unless a physical certificate is requested by such holder or is otherwise required by applicable law or regulation) representing, in the aggregate, the whole number of whole shares that such holder has the right to receive pursuant to Section 3.1 (in each case, after taking into account all shares of Parent Premcor Common StockStock then held by such holder), (ii) a check in the amount equal to the cash, if any, which that such holder has the aggregate number of Company Common Stock previously represented by such Book Entry Shares shall have been converted right to receive pursuant to Section 2.01(c3.1, and (iii) into a check in the amount equal to the cash, if any, that such holder has the right to receive, receive in lieu of any fractional shares of Valero Common Stock pursuant to Section 3.7 and in respect of any dividends and other distributions pursuant to Section 3.5. No interest will be paid or will accrue on any cash payable pursuant to the Book Entry Shares so surrendered shall forthwith be canceledprovisions of this Article III. In the event of a transfer of ownership of Company Premcor Common Stock that is not registered in the transfer records of Premcor, one or more shares of Valero Common Stock evidencing, in the Companyaggregate, payment may be made the proper number of shares of Valero Common Stock pursuant to Section 3.1, a check in the proper amount of cash representing Cash Consideration pursuant to Section 3.1, a check in the proper amount of cash in lieu of any fractional shares of Valero Common Stock pursuant to Section 3.7 and shares any dividends or other distributions to which such holder is entitled pursuant to Section 3.5, may be issued with respect to such Premcor Common Stock to such a Person other than transferee if the Person in whose name Premcor Certificate representing such shares of Premcor Common Stock is presented to the Book Entry Shares so surrendered is registered if Exchange Agent, accompanied by all documents required to evidence and effect such Book Entry Shares shall be in proper form for transfer and the Person requesting such payment shall pay to evidence that any applicable stock transfer or other taxes required by reason of the payment to a Person other than the registered holder of such Book Entry Shares or establish to the satisfaction of Parent that such tax has been paid or is not applicable. Subject to the last sentence of Section 2.02(c), until surrendered as contemplated by this Section 2.02(b), each Book Entry Share shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration into which the Company Common Stock theretofore represented by such Book Entry Share have been converted pursuant to Section 2.01paid.

Exchange Procedures. The Surviving Corporation Commencing on the 35th day after the date hereof, Parent shall instruct cause the Exchange Agent to provide, as soon as reasonably practicable after the Effective Time, promptly deliver to each holder of record of a non-certificated certificate or certificates representing outstanding shares of Company Common Stock represented by book entry (“Book Entry Shares”the "Stock Certificates") that and to each holder of record of a certificate or instrument which immediately before prior to the Effective Time represented any outstanding shares Company Options (the "Option Certificates" and, collectively together with the Stock Certificates, the "Certificates") from whom the Exchange Agent receives a written request (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only at or following the Effective Time and upon delivery of the Certificates to the Exchange Agent and which shall be in such form and have such other provisions as Parent and the Company Common Stock whose shares were converted into may reasonably specify) and (ii) instructions for effecting the right to receive Merger Consideration surrender of the Certificates in exchange for the cash payable pursuant to Section 2.02(c), an “agent’s message” in customary form (it being understood that the holders of Book Entry Shares will be deemed to have surrendered such Book Entry Shares upon receipt of an “agent’s message” 2.07(c) or such other evidence, if any2.10, as the case may be, with respect to the shares of Common Stock or Company Options formerly represented thereby. The letter of transmittal with respect to Option Certificates shall contain language waiving any claims the holders thereof may have against Parent or the Company or any Affiliates of either with respect to the Company Options. As soon as reasonably practicable (and in any event not later than three (3) Business Days) after the Effective Time, Parent shall cause the Exchange Agent may reasonably request)to mail a letter of transmittal and the instructions described above to each holder of record of a Certificate who has not previously requested such documents from the Exchange Agent. Each holder of a Certificate shall be entitled to surrender such Certificate to the Exchange Agent at the Effective Time in accordance with the procedures described herein. Upon receipt surrender of a Stock Certificate or Option Certificate, as the case may be, to the Exchange Agent, together with such “agent’s message”letter of transmittal, duly executed, (x) the holder of such Book Entry Shares Stock Certificate shall be entitled to receive promptly in exchange therefor the number of whole shares of Parent Common Stock, if any, Cash Consideration (to be paid in immediately available funds) which the aggregate number of Company Common Stock previously represented by such Book Entry Shares shall have been converted pursuant to Section 2.01(c) into the right to receive, and the 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, payment may be made and shares may be issued to a Person other than the Person in whose name the Book Entry Shares so surrendered is registered if such Book Entry Shares shall be in proper form for transfer and the Person requesting such payment shall pay any transfer or other taxes required by reason of the payment to a Person other than the registered holder of such Book Entry Shares or establish to the satisfaction of Parent that such tax has been paid or is not applicable. Subject to the last sentence of Section 2.02(c), until surrendered as contemplated by this Section 2.02(b), each Book Entry Share shall be deemed at any time after the Effective Time to represent only the right to receive upon pursuant to the provisions of Section 2.07(c) (provided that Stock Certificates delivered to the Exchange Agent at the Closing shall be paid at the Closing) and the Stock Certificate so surrendered shall immediately be canceled, and (y) the holder of such surrender Option Certificate shall be entitled to receive (to be paid in immediately available funds) promptly (but no earlier than the Merger Consideration into seventh day after the Closing Date) in exchange therefor the consideration which such holder has the Company Common Stock theretofore represented by such Book Entry Share have been converted right to receive pursuant to Section 2.012.10 hereof (which shall include the interest payment specified in Section 2.10).

Exchange Procedures. (a) (1) The Surviving Corporation Company shall instruct settle its Exchange Obligations as described in Section 8.02(a)(3), unless, within the applicable time period specified in this Section 8.02(a)(1), the Company elects to settle its Exchange Agent Obligations as described in Section 8.02(a)(2) or Section 8.02(a)(4). The cash and/or Common Stock which the Company is required to providedeliver in accordance with this Section 8.02 in settlement of its Exchange Obligations is referred to herein as the “Settlement Amount.” If the Company desires to settle its Exchange Obligations as described in Section 8.02(a)(2) or Section 8.02(a)(4), as soon as reasonably practicable after the Effective Time, Company shall notify each exchanging Noteholder by notice to each holder the Trustee (for further distribution to Noteholders) of record the method the Company will choose to satisfy its Exchange Obligations no later than the second Trading Day immediately following the Company’s receipt of a non-certificated shares Notice of Exchange from such Holder, and such notice shall specify the section of this Annex C of the Twelfth Supplemental Indenture pursuant to which the Company Common Stock represented by book entry (“Book Entry Shares”) is electing to satisfy its exchange obligations; provided, however, that immediately before the Effective Time represented outstanding shares of Company Common Stock whose shares were converted into shall have the right to receive Merger Consideration pursuant irrevocably elect, in its sole discretion and without the consent of Noteholders, by notice to Section 2.02(cthe Trustee (for further distribution to Noteholders), an “agent’s message” on or prior to February 15, 2013, to settle all of its future Exchange Obligations entirely in customary form (it being understood shares of Common Stock as described in Section 8.02(a)(2), and provided further, that the holders of Book Entry Shares will be deemed Company is required to have surrendered such Book Entry Shares upon receipt of settle all exchanges with an “agent’s message” Exchange Date occurring on or such other evidenceafter February 15, if any, as 2013 in the Exchange Agent may reasonably request). Upon receipt of such “agent’s message”, the holder of such Book Entry Shares shall be entitled to receive in exchange therefor the number of whole shares of Parent Common Stock, if any, which the aggregate number of Company Common Stock previously represented by such Book Entry Shares shall have been converted pursuant to Section 2.01(c) into the right to receivesame manner, and the Book Entry Shares so surrendered Company shall forthwith be cancelednotify Noteholders by notice to the Trustee (for further distribution to Noteholders) of the manner of settlement (including specifying the applicable section of this Annex C of the Twelfth Supplemental Indenture that describes such manner of settlement) on or before such date. In The Company shall treat all Noteholders exchanging on the event of a transfer of ownership of Company Common Stock that is not registered same Trading Day in the transfer records of the Companysame manner; however, payment may be made and shares may be issued to a Person other than the Person in whose name the Book Entry Shares so surrendered is registered if such Book Entry Shares shall be in proper form for transfer and the Person requesting such payment shall pay any transfer or other taxes required by reason of the payment to a Person other than the registered holder of such Book Entry Shares or establish to the satisfaction of Parent that such tax has been paid or is not applicable. Subject to the last sentence of Section 2.02(c), until surrendered as contemplated by this Section 2.02(b), each Book Entry Share shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration into which the Company Common Stock theretofore represented by such Book Entry Share shall not have been converted pursuant any obligation to Section 2.01settle its Exchange Obligations arising on different Trading Days in the same manner, except for exchanges with an Exchange Date occurring on or after February 15, 2013, which shall all be satisfied in the same manner.

Exchange Procedures. The Surviving Corporation shall instruct the Exchange Agent to provide, as As soon as reasonably practicable after the Effective Time, Parent will instruct the Exchange Agent to mail to each holder of record of Certificates (i) a non-certificated shares letter of Company Common Stock represented by book entry transmittal (“Book Entry Shares”) which shall specify that immediately before delivery shall be effected, and risk of loss and title to the Effective Time represented outstanding shares Certificates shall pass, only upon proper delivery of Company Common Stock whose shares were converted into the right Certificates to receive Merger Consideration pursuant to Section 2.02(c), an “agent’s message” in customary form (it being understood that the holders of Book Entry Shares will be deemed to have surrendered such Book Entry Shares upon receipt of an “agent’s message” or such other evidence, if any, as the Exchange Agent and shall be in such form and have such other provisions as Parent may reasonably requestspecify), and (ii) instructions to effect the surrender of the Certificates in exchange for certificates evidencing Parent Shares. Upon receipt surrender of a Certificate for cancellation to the Exchange Agent together with such “agent’s message”letter of transmittal, duly executed, and such other customary documents as may be required pursuant to such instructions, the holder of such Book Entry Shares Certificate shall be entitled to receive in exchange therefor the (A) certificates evidencing that number of whole shares Parent Shares which such holder has the right to receive in accordance with the Exchange Ratio in respect of Parent Common Stock, if any, which the aggregate number of Company Common Stock previously represented Shares formerly evidenced by such Book Entry Shares shall have been converted Certificate, (B) any dividends or other distributions to which such holder is entitled pursuant to Section 2.01(c1.7(c), and (C) into the right to receivecash in respect of any fractional share as provided in Section 1.6(g), and the Book Entry Shares Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of Company Common Stock that Shares which is not registered in the transfer records of the CompanyCompany as of the Effective Time, payment may be made the Parent Shares, dividends and shares distributions with respect thereto, and cash in lieu of any fractional share to which such holder would otherwise have been entitled may be issued and paid in accordance with this Article I to a Person transferee if the Certificate evidencing such Shares is presented to the Exchange Agent, accompanied by all documents required to evidence and effect such transfer pursuant to this Section 1.7(b) and by evidence that any applicable stock transfer taxes have been paid. Until so surrendered, each outstanding Certificate that, prior to the Effective Time, represented Shares will be deemed from and after the Effective Time, for all corporate purposes, other than the Person in whose name payment of dividends and subject to Section 1.6(g), to evidence only the Book Entry ownership of the number of full Parent Shares so surrendered is registered if into which such Book Entry Shares shall be have been so converted and no rights in proper form for transfer and the Person requesting such payment shall pay any transfer or other taxes required by reason shares of the payment to a Person other than the registered holder of such Book Entry Shares or establish to the satisfaction of Parent that such tax has been paid or is not applicable. Subject to the last sentence of Section 2.02(c), until surrendered as contemplated by this Section 2.02(b), each Book Entry Share shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration into which the Company Company's Common Stock theretofore represented by such Book Entry Share have been converted pursuant to Section 2.01Stock.

Exchange Procedures. The Surviving Corporation shall instruct the Exchange Agent to provide, as As soon as reasonably practicable after the Effective TimeTime and subject to the surrender provisions of this Section 2.2(b), the Exchange Agent shall deliver to each holder of record of a non-certificated shares of Company Common Stock represented by book entry (“Book Entry Shares”) that immediately before certificate or certificates which promptly prior to the Effective Time represented outstanding shares of Company Common Stock (the “Certificates”) whose shares were are converted pursuant to Section 2.1(c) into the right to receive Merger Consideration shares of Parent Common Stock a certificate representing that number of shares of Parent Common Stock which such holder has the right to receive pursuant to the provisions of this Section 2.02(c), an “agent’s message” in customary form (it being understood that the holders 2. Upon surrender of Book Entry Shares will be deemed a Certificate for cancellation to have surrendered such Book Entry Shares upon receipt of an “agent’s message” or such other evidence, if any, as the Exchange Agent may reasonably request). Upon receipt of Agent, together with such “agent’s message”endorsements for transfer duly executed and completed, the holder of such Book Entry Shares Certificate shall be entitled to receive in exchange therefor the a certificate representing that number of whole shares of Parent Common Stock, if any, Stock which the aggregate number of Company Common Stock previously represented by such Book Entry Shares shall have been converted pursuant to Section 2.01(c) into holder has the right to receivereceive pursuant to the provisions of this Section 2, and the Book Entry Shares Certificate so surrendered shall forthwith be canceled. In no event shall the holder of any Certificate be entitled to receive interest on any property 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, payment may be made and a certificate representing that number of whole shares of Parent Common Stock may be issued to a Person other than transferee if the Person in whose name Certificate representing such Company Common Stock is presented to the Book Entry Shares so surrendered is registered if Exchange Agent accompanied by all documents required to evidence and effect such Book Entry Shares shall be in proper form for transfer and the Person requesting such payment shall pay by evidence that any applicable stock transfer or other taxes required by reason of the payment to a Person other than the registered holder of such Book Entry Shares or establish to the satisfaction of Parent that such tax has have been paid or is not applicablepaid. Subject to the last sentence of Section 2.02(c), until Until surrendered as contemplated by this Section 2.02(b2.2(b), each Book Entry Share 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 the Merger Consideration number of shares of Parent Common Stock into which the number of shares of Company Common Stock theretofore represented by such Book Entry Share shown thereon have been converted pursuant to as contemplated by this Section 2.012.

Exchange Procedures. The Surviving Corporation Acquiror shall instruct cause the Exchange Agent to provideAgent, as soon as reasonably practicable promptly after the Effective Time (and in no event later than five (5) Business Days following the Effective Time), to mail to each holder of record of a non-certificated shares of Company Common Stock represented by book entry (“Book Entry Shares”) certificate or certificates that immediately before prior to the Effective Time represented outstanding shares of Company Common Shares (the “Company Stock whose shares Certificates”) that were converted into the right to receive the Merger Consideration pursuant to Section 2.02(c)2.1, an “agent’s message” in customary form (it being understood i) a letter of transmittal (which shall specify that delivery shall be effected and risk of loss and title to the holders Company Stock Certificates shall pass only upon delivery of Book Entry Shares will be deemed the Company Stock Certificates to have surrendered such Book Entry Shares upon receipt of an “agent’s message” or such other evidence, if any, as the Exchange Agent and shall be in such form and have such other customary provisions as Acquiror and the Company may reasonably request)specify) and (ii) instructions for completion and use in effecting the surrender of the Company Stock Certificates in exchange for the Merger Consideration. Upon receipt surrender of a Company Stock Certificate for cancellation to the Exchange Agent, together with such “agent’s message”letter of transmittal duly executed in accordance with the instructions contained therein, the holder of such Book Entry Shares Company Stock Certificate shall be entitled to receive in exchange therefor an Acquiror Stock Certificate representing the number of whole shares of Parent Common Stock, if any, which the aggregate number of Company Acquiror Common Stock previously represented by that such Book Entry Shares shall have been converted holder has the right to receive pursuant to this Article II (together with payment of cash in lieu of fractional shares which such holder has the right to receive pursuant to Section 2.01(c2.3) into the right to receive, and the Book Entry Shares Company Stock Certificate so surrendered shall forthwith be canceledcancelled. In the event of a transfer of ownership of Company Common Stock Shares that is not registered in the transfer records of the Company, payment may be made and shares the Merger Consideration may be issued to a Person other than the Person in whose name the Book Entry Shares so surrendered is registered if such Book Entry Shares shall be in proper form for transfer and the Person requesting such payment shall pay any transfer or other taxes required by reason transferee of the payment to a Person other than the registered record holder of such Book Entry Company Shares or establish if the Company Stock Certificate representing such Company Shares is presented to the satisfaction of Parent Exchange Agent accompanied by all documents required to evidence and effect such transfer and by evidence that such tax has any applicable stock transfer taxes have been paid or is not applicablepaid. Subject to the last sentence of Section 2.02(c), until Until surrendered as contemplated by this Section 2.02(b)2.4, each Book Entry Share Company Stock Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration into which the Company Common Stock theretofore represented by such Book Entry Share have been converted pursuant to provided for in Section 2.012.1 hereof.

Exchange Procedures. The Surviving Corporation shall instruct the Exchange Agent to provide, as As soon as reasonably practicable after the Merger Effective Time, the Exchange Agent shall mail to each holder of record of a non-certificated shares of Company Common Stock represented by book entry (“Book Entry Shares”) that certificate or certificates which, immediately before prior to the Merger Effective Time Time, represented outstanding shares of Company ONEOK Common Stock whose (the "Certificates"), which holder's shares of ONEOK Common Stock were converted into the right to receive Merger Consideration pursuant the same number of shares of NewCorp Common Stock (Stock Consideration): (i) a letter of transmittal (which shall specify that delivery shall be effected and risk of loss and title to Section 2.02(c)the Certificates shall pass only upon delivery of the Certificates to the Exchange Agent, an “agent’s message” and shall be in customary such form (it being understood that the holders of Book Entry Shares will be deemed to and have surrendered such Book Entry Shares upon receipt of an “agent’s message” or such other evidence, if any, provisions as ONEOK or the Surviving Corporation may reasonably specify); and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the Stock Consideration. Upon surrender of a Certificate for cancellation to the Exchange Agent may reasonably request). Upon receipt Agent, together with such letter of such “agent’s message”transmittal, duly executed, and any other required documents, the holder of such Book Entry Shares Certificate shall be entitled to receive in exchange therefor the a certificate representing that number of whole shares of Parent Common Stock, if any, which the aggregate number of Company NewCorp Common Stock previously represented by which such Book Entry Shares shall have been converted pursuant to Section 2.01(c) into holder has the right to receive, receive pursuant to the provisions of this Article III and the Book Entry Shares Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of Company ONEOK Common Stock that which is not registered in the transfer records of ONEOK, a certificate representing the Company, payment may be made and appropriate number of shares of NewCorp Common Stock may be issued to a Person other than transferee if the Person in whose name Certificate representing such shares is presented to the Book Entry Shares so surrendered is registered if Exchange Agent accompanied by all documents required to evidence and effect such Book Entry Shares shall be in proper form for transfer and the Person requesting such payment shall pay by evidence that any applicable stock transfer or other taxes required by reason of the payment to a Person other than the registered holder of such Book Entry Shares or establish to the satisfaction of Parent that such tax has have been paid or is not applicablepaid. Subject to the last sentence of Section 2.02(c), until Until surrendered as contemplated by this Section 2.02(b)3.2, each Book Entry Share Certificate shall be deemed at any time after the Merger Effective Time to represent only the right to receive upon such surrender the Merger Consideration into which Stock Consideration. The Exchange Agent shall not be entitled to vote or exercise any rights of ownership with respect to the Company Common Stock theretofore represented NewCorp capital stock held by such Book Entry Share have been converted pursuant it from time to Section 2.01time hereunder, except that it shall receive and hold all dividends or other distributions paid or distributed with respect thereto for the account of persons entitled thereto.

Exchange Procedures. The Promptly following the Effective Time (and in any event within three (3) Business Days), Parent and the Surviving Corporation shall instruct cause the Exchange Agent to provide, as soon as reasonably practicable after the Effective Time, mail to each holder of record as of a non-certificated shares immediately prior to the Effective Time (other than Owned Company Shares) of Company Common Stock represented by book entry (“Book Entry Shares”) one or more certificates that immediately before prior to the Effective Time represented issued and outstanding shares of Company Common Stock whose shares were converted into (other than Owned Company Shares) (the right to receive Merger Consideration pursuant to Section 2.02(c“Certificates” (if any), an “agent’s message” ) (i) a letter of transmittal in customary form (it being understood which will specify that delivery will be effected, and risk of loss and title to the Certificates will pass, only upon delivery of the Certificates to the Exchange Agent), and (ii) instructions for effecting the surrender of the Certificates in exchange for the Merger Consideration payable with respect to the shares of Company Common Stock formerly represented thereby pursuant to Section 2.7. Upon surrender of Certificates for cancellation to the Exchange Agent, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, the holders of Book Entry Shares such Certificates will be deemed to have surrendered such Book Entry Shares upon receipt of an “agent’s message” or such other evidence, if any, as the Exchange Agent may reasonably request). Upon receipt of such “agent’s message”, the holder of such Book Entry Shares shall be entitled to receive in exchange therefor the number Merger Consideration, as determined pursuant to Section 2.7, and the Certificates so surrendered will forthwith be cancelled. Notwithstanding anything to the contrary in this Agreement, no record holder of whole uncertificated shares of Parent Company Common StockStock (other than Owned Company Shares) (the “Uncertificated Shares”) will be required to deliver a Certificate or an executed letter of transmittal to the Exchange Agent in order to receive the payment that such holder is entitled to receive pursuant to Section 2.7 with respect of such Uncertificated Shares. In lieu thereof, such record holder, upon receipt of such evidence, if any, which of transfer as the aggregate number of Company Common Stock previously represented by Exchange Agent may reasonably request, will be entitled to receive in exchange therefor the Merger Consideration for such Book Entry Shares shall have been converted Uncertificated Shares, as determined pursuant to Section 2.01(c) into the right to receive2.7, and the Book Entry transferred Uncertificated Shares will be cancelled. No interest will be paid or accrued for the benefit of holders of the Certificates and Uncertificated Shares on the Merger Consideration payable upon the surrender of such Certificates and transfer of Uncertificated Shares pursuant to this Section 2.9(c). Until 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 Companyor transferred, payment may be made outstanding Certificates and shares may be issued to a Person other than the Person in whose name the Book Entry Uncertificated Shares so surrendered is registered if such Book Entry Shares shall be in proper form for transfer and the Person requesting such payment shall pay any transfer or other taxes required by reason of the payment to a Person other than the registered holder of such Book Entry Shares or establish to the satisfaction of Parent that such tax has been paid or is not applicable. Subject to the last sentence of Section 2.02(c), until surrendered as contemplated by this Section 2.02(b), each Book Entry Share shall will be deemed at any time from and after the Effective Time to represent evidence only the right to receive upon such surrender the Merger Consideration into which the Company Common Stock theretofore represented by such Book Entry Share have been converted payable in respect thereof pursuant to Section 2.012.7.

Exchange Procedures. The Surviving Corporation (a) If the Issuer makes a valid Cash Election with respect to an Exchange, then in accordance with and subject to the terms set forth in the Vine Holdings LLC Agreement the Issuer shall instruct deliver to Vine Holdings, and Vine Holdings shall deliver to the Exchange Agent to provideInvestment Entity participating in such Exchange, in each case, as soon as reasonably practicable after directed by the Effective Time, to each holder of record of a non-certificated shares of Company Common Stock represented recipient Party by book entry (“Book Entry Shares”) that immediately before the Effective Time represented outstanding shares of Company Common Stock whose shares were converted into the right to receive Merger Consideration pursuant to Section 2.02(c), an “agent’s message” in customary form (it being understood that the holders of Book Entry Shares will be deemed to have surrendered such Book Entry Shares upon receipt of an “agent’s message” wire transfer or such other evidence, if any, as the Exchange Agent may reasonably request). Upon receipt of such “agent’s message”ACH, the holder of Cash Election Amount payable upon the Exchange. (b) If the Issuer does not make a valid Cash Election with respect to an Exchange, then in accordance with and subject to the terms set forth in the Vine Holdings LLC Agreement Issuer shall issue and contribute to Vine Holdings, and Vine Holdings shall deliver to the Investment Entity participating in such Book Entry Shares shall be entitled to receive in exchange therefor Exchange, the number of whole shares of Parent Class A Common Stock issuable upon the Exchange. (c) Subject to the terms set forth in the Vine Holdings LLC Agreement, the Issuer may adopt reasonable procedures for the implementation of the exchange provisions set forth in this Article II, including, without limitation, procedures for the giving of notice of exchange and the surrender of Class B Units and shares of Class B Common Stock in the event that the Class B Units or shares of Class B Common Stock are uncertificated. (d) Notwithstanding anything to the contrary herein, in accordance with Section 3.6(b) of the Vine Holdings LLC Agreement, the Issuer may in its sole discretion elect to settle any Exchange hereunder by delivering shares of Class A Common Stock or the applicable Cash Election Amount directly to an exchanging Investment Entity in exchange for such Investment Entity’s delivery to the Issuer of the corresponding Class B Units (together with the same number of shares of Class B Common Stock, if any, which ). Any such transaction shall otherwise be effected on the aggregate number terms and in the manner provided herein and shall constitute an “Exchange” for all purposes of Company Common Stock previously represented by such Book Entry Shares shall have been converted pursuant to Section 2.01(c) into the right to receive, and the Book Entry Shares so surrendered shall forthwith be canceledthis Agreement. In the event of a transfer of ownership of Company Common Stock that is not registered in the transfer records of the Company, payment may be made and shares may be issued Issuer makes an election pursuant to a Person other than the Person in whose name the Book Entry Shares so surrendered is registered if such Book Entry Shares shall be in proper form for transfer and the Person requesting such payment shall pay any transfer or other taxes required by reason of the payment to a Person other than the registered holder of such Book Entry Shares or establish to the satisfaction of Parent that such tax has been paid or is not applicable. Subject to the last sentence of Section 2.02(c), until surrendered as contemplated by this Section 2.02(b)2.2(d) with respect to any specific Investment Entity, each Book Entry Share it shall be deemed at any time after make the Effective Time same election with respect to represent only the right to receive upon such surrender the Merger Consideration into which the Company Common Stock theretofore represented by such Book Entry Share have been converted pursuant to Section 2.01all other Investment Entities who are participating in concurrently occurring Exchanges.

Exchange Procedures. The Surviving Corporation (a) On or before the Closing Date, for the benefit of the holders of Certificates, (i) Buyer shall instruct cause to be delivered to the Exchange Agent, for exchange in accordance with this Article II, certificates representing the shares of Buyer Common Stock issuable pursuant to this Article II (“New Certificates”) and (ii) Buyer shall deliver, or shall cause to be delivered, to the Exchange Agent cash equal to the aggregate amount of the Cash Consideration issuable pursuant to this Article II plus an estimated amount of cash to be paid in lieu of fractional shares of Buyer Common Stock (such cash and New Certificates, being hereinafter referred to as the “Exchange Fund”). (b) As promptly as practicable, but in any event no later than five (5) Business Days following the Effective Time, and provided that Company has delivered, or caused to be delivered, to the Exchange Agent all information that is necessary for the Exchange Agent to provideperform its obligations as specified herein, as soon as reasonably practicable after the Effective Time, Exchange Agent shall mail to each holder of record of a non-certificated shares Certificate or Certificates who has not previously surrendered such Certificate or Certificates with an Election Form, a form of Company Common Stock represented by book entry letter of transmittal (“Book Entry Shares”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) that immediately before and instructions for use in effecting the Effective Time represented outstanding shares surrender of Company Common Stock whose shares were converted into the right to receive Certificates in exchange for the Merger Consideration pursuant as provided for in this Agreement. Upon proper surrender of a Certificate for exchange and cancellation to Section 2.02(c), an “agent’s message” in customary form (it being understood that the holders of Book Entry Shares will be deemed to have surrendered such Book Entry Shares upon receipt of an “agent’s message” or such other evidence, if any, as the Exchange Agent may reasonably request). Upon receipt Agent, together with a properly completed letter of such “agent’s message”transmittal, duly executed, the holder of such Book Entry Shares Certificate shall be entitled to receive in exchange therefor the therefor, as applicable, (i) a New Certificate representing that number of whole shares of Parent Buyer Common Stock, Stock (if any, ) to which the aggregate number such former holder of Company Common Stock previously represented by such Book Entry Shares shall have been converted become entitled pursuant to Section 2.01(cthis Agreement, (ii) into a check representing that amount of cash (if any) to which such former holder of Company Common Stock shall have become entitled pursuant to this Agreement and/or (iii) a check representing the amount of cash (if any) payable in lieu of a fractional share of Buyer Common Stock which such former holder has the right to receivereceive in respect of the Certificate surrendered pursuant to this Agreement, and the Book Entry Shares Certificate 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, payment may be made and shares may be issued to a Person other than the Person in whose name the Book Entry Shares so surrendered is registered if such Book Entry Shares shall be in proper form for transfer and the Person requesting such payment shall pay any transfer or other taxes required by reason of the payment to a Person other than the registered holder of such Book Entry Shares or establish to the satisfaction of Parent that such tax has been paid or is not applicable. Subject to the last sentence of Section 2.02(c), until Until surrendered as contemplated by this Section 2.02(b2.05(b), each Book Entry Share Certificate (other than Certificates representing treasury stock or shares described in Section 2.01(b)(ii)) shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration into which as provided for in this Agreement, any unpaid dividends and distributions thereon as provided in paragraph (c) of this Section 2.05 and any unpaid dividend with respect to the Company Common Stock with a record date that is prior to the Effective Time. No interest shall be paid or accrued on any cash constituting Merger Consideration (including any cash in lieu of fractional shares) and any unpaid dividends and distributions payable to holders of Certificates. For shares of Company Common stock held in book entry form, Buyer shall establish procedures for delivery of such shares, which procedures shall be reasonably acceptable to Company. (c) No dividends or other distributions with a record date after the Effective Time with respect to Buyer Common Stock shall be paid to the holder of any unsurrendered Certificate until the holder thereof shall surrender such Certificate in accordance with this Section 2.05. After the surrender of a Certificate in accordance with this Section 2.05, the record holder thereof shall be entitled to receive any such dividends or other distributions, without any interest thereon, which theretofore had become payable with respect to shares of Buyer Common Stock represented by such Book Entry Share have been converted Certificate. None of Buyer, Company or the Exchange Agent shall be liable to any Person in respect of any shares of Company Common Stock (or dividends or distributions with respect thereto) or cash from the Exchange Fund delivered to a public official pursuant to any applicable abandoned property, escheat or similar law. (d) The Exchange Agent and Buyer, as the case may be, shall not be obligated to deliver cash and/or a New Certificate or New Certificates representing shares of Buyer Common Stock to which a holder of Company Common Stock would otherwise be entitled as a result of the Merger until such holder surrenders the Certificate or Certificates representing the shares of Company Common Stock for exchange as provided in this Section 2.012.05, or, an appropriate affidavit of loss and indemnity agreement and/or a bond in such amount as may be required in each case by Buyer (but not more than the amount required under Buyer’s contract with its transfer agent). If any New Certificates evidencing shares of Buyer Common Stock are to be issued in a name other than that in which the Certificate evidencing Company Common Stock surrendered in exchange therefor is registered, it shall be a condition of the issuance thereof that the Certificate so surrendered shall be properly endorsed or accompanied by an executed form of assignment separate from the Certificate and otherwise in proper form for transfer, and that the Person requesting such exchange pay to the Exchange Agent any transfer or other tax required by reason of the issuance of a New Certificate for shares of Buyer Common Stock in any name other than that of the registered holder of the Certificate surrendered or otherwise establish to the satisfaction of the Exchange Agent that such tax has been paid or is not payable. (e) Any portion of the Exchange Fund that remains unclaimed by the shareholders of Company for six (6) months after the Effective Time (as well as any interest or proceeds from any investment thereof) shall be delivered by the Exchange Agent to Buyer. Any shareholders of Company who have not theretofore complied with Section 2.05(b) shall thereafter look only to the Surviving Entity for the Merger Consideration deliverable in respect of each share of Company Common Stock such shareholder holds as determined pursuant to this Agreement, in each case without any interest thereon. If outstanding Certificates for shares of Company Common Stock are not surrendered or the payment for them is not claimed prior to the date on which such shares of Buyer Common Stock or cash would otherwise escheat to or become the property of any governmental unit or agency, the unclaimed items shall, to the extent permitted by abandoned property and any other applicable law, become the property of Buyer (and to the extent not in its possession shall be delivered to it), free and clear of all claims or interest of any Person previously entitled to such property. Neither the Exchange Agent nor any party to this Agreement shall be liable to any holder of shares of Company Common Stock represented by any Certificate for any consideration paid to a public official pursuant to applicable abandoned property, escheat or similar laws. Buyer and the Exchange Agent shall be entitled to rely upon the stock transfer books of Company to establish the identity of those Persons entitled to receive the Merger Consideration specified in this Agreement, which books shall be conclusive with respect thereto. In the event of a dispute with respect to ownership of any shares of Company Common Stock represented by any Certificate, Buyer and the Exchange Agent shall be entitled to tender to the custody of any court of competent jurisdiction any Merger Consideration represented by such Certificate and file legal proceedings interpleading all parties to such dispute, and will thereafter be relieved with respect to any claims thereto. (f) Buyer (through the Exchange Agent, if applicable) shall be entitled to deduct and withhold from any amounts otherwise payable pursuant to this Agreement to any holder of shares of Company Common Stock such amounts as Buyer is required to deduct and withhold under applicable law. Any amounts so deducted and withheld shall be treated for all purposes of this Agreement as having been paid to the holder of Company Common Stock in respect of which such deduction and withholding was made by Buyer.

Exchange Procedures. The Surviving Corporation shall instruct the Exchange Agent to provide, as As soon as reasonably practicable after the Effective Time, the Exchange Agent shall mail to each holder of record of a non-certificated shares of Company Common Stock represented by book entry (“Book Entry Shares”) that certificate or certificates which immediately before prior to the Effective Time represented outstanding shares of Company Oak Common Stock (each a “Certificate” and, collectively, the “Certificates”) whose shares were converted pursuant to Section 2.1 into the right to receive Merger Consideration pursuant (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to Section 2.02(c)the Certificates shall pass, an “agent’s message” in customary form (it being understood that only upon delivery of the holders of Book Entry Shares will be deemed Certificates to have surrendered such Book Entry Shares upon receipt of an “agent’s message” or such other evidence, if any, as the Exchange Agent and shall be in such form and have such other provisions as ▇▇▇▇▇ and Oak may reasonably request)specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for Merger Consideration. Upon receipt surrender of a Certificate for cancellation to the Exchange Agent or to such “agent’s message”other agent or agents as may be appointed by ▇▇▇▇▇, together with such letter of transmittal, duly executed, the holder of such Book Entry Shares Certificate shall be entitled to receive in exchange therefor (A) a certificate representing the number of whole shares of Parent ▇▇▇▇▇ Common Stock, if any, Stock to which the aggregate number of Company Common Stock previously represented by such Book Entry Shares shall have been converted holder is entitled pursuant to Section 2.01(c2.1(b)(i), (B) into the right aggregate Per Share Cash Consideration to receivewhich the holder is entitled pursuant to Section 2.1(b)(ii), and the Book Entry Shares (C) cash (without interest) in lieu of fractional shares as provided in Section 2.2(f). The Certificate so surrendered shall forthwith immediately be canceledcancelled. In the event of a transfer of ownership of Company Oak Common Stock that which is not registered in the transfer records of Oak, cash and a certificate representing the Company, payment may be made and proper number of shares of ▇▇▇▇▇ Common Stock to which the registered holder is entitled may be issued to a Person other than transferee if the Person in whose name Certificate representing such Oak Common Stock is presented to the Book Entry Shares so surrendered is registered if Exchange Agent, accompanied by all documents required to evidence and effect such Book Entry Shares shall be in proper form for transfer and the Person requesting such payment shall pay by evidence that any applicable stock transfer or other taxes required by reason of the payment to a Person other than the registered holder of such Book Entry Shares or establish to the satisfaction of Parent that such tax has have been paid or is not applicablepaid. Subject to the last sentence of Section 2.02(c), until Until surrendered as contemplated by this Section 2.02(b)2.2, each Book Entry Share Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender cash and the Merger Consideration into which the Company certificate representing shares of ▇▇▇▇▇ Common Stock theretofore represented (and cash in lieu of any fractional shares of ▇▇▇▇▇ Common Stock as contemplated by such Book Entry Share have been converted pursuant to this Section 2.012.2).

Exchange Procedures. The Surviving Corporation shall instruct the Exchange Agent to provide, As promptly as soon as reasonably practicable after the Effective Time, the Company shall cause the Exchange Agent to mail or deliver to each holder of record of a non-certificated Certificate or Certificates whose shares were converted pursuant to Section 2.2 into the right to receive shares of Company Common Stock represented by book entry (“Book Entry Shares”i) a letter of transmittal (which shall specify that immediately before delivery shall be effected, and risk of loss and title to the Effective Time represented outstanding Certificates shall pass, only upon delivery of the Certificates to the Exchange Agent and shall be in such form and have such other provisions as Spinco and the Company may reasonably specify) and (ii) instructions for the use of such letter of transmittal in effecting the surrender of the Certificates in exchange for certificates representing the shares of Company Common Stock whose shares were converted into that such holder has the right to receive Merger Consideration pursuant to Section 2.02(c), an “agent’s message” in customary form (it being understood that the holders this Article II. Upon surrender of Book Entry Shares will be deemed a Certificate for cancellation to have surrendered such Book Entry Shares upon receipt of an “agent’s message” or such other evidence, if any, as the Exchange Agent or to such other agent or agents as may reasonably request). Upon receipt be appointed by Spinco and the Company, together with such letter of such “agent’s message”transmittal, duly executed, and any other required documents, the holder of such Book Entry Shares Certificate shall be entitled to receive in exchange therefor a certificate representing the number of whole shares of Parent Common Stock, if any, which the aggregate number of Company Common Stock previously represented by that such Book Entry Shares shall have been converted holder has the right to receive pursuant to this Article II (and any dividends or distributions pursuant to Section 2.01(c) into the right to receive2.8(c)), and the Book Entry Shares Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of Company shares of Spinco Common Stock that is not registered in the transfer records of Spinco, a certificate representing the Company, payment may be made proper number of shares of Company Common Stock (and shares any dividends or distributions pursuant to Section 2.8(c)) may be issued to a Person other than transferee only on the Person in whose name condition that the Book Entry Shares so surrendered Certificate formerly representing such shares of Spinco Common Stock is registered if presented to the Exchange Agent, properly endorsed, and accompanied by all documents required to evidence and effect such Book Entry Shares shall be in proper form for transfer and the Person requesting such payment shall pay by evidence that any applicable stock transfer or other taxes required by reason of the payment to a Person other than the registered holder of such Book Entry Shares or establish to the satisfaction of Parent that such tax has have been paid or is not that no such taxes are applicable. Subject to the last sentence of Section 2.02(c), until Until surrendered as contemplated by this Section 2.02(b)2.8, each Book Entry Share Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration into which a certificate representing shares of Company Common Stock (and any dividends or distributions pursuant to Section 2.8(c)). The Exchange Agent shall not be entitled to vote or exercise any rights of ownership with respect to the Company Common Stock theretofore represented held by such Book Entry Share it from time to time hereunder, except that it shall receive and hold all dividends or other distributions paid or distributed with respect thereto for the account of persons entitled thereto. If any Certificate shall have been converted pursuant lost, stolen, mislaid or destroyed, upon the making of an affidavit of that fact by the person claiming such Certificate to Section 2.01be lost, stolen, mislaid or destroyed, the Company shall cause to be delivered in exchange for such lost, stolen, mislaid or destroyed Certificate the consideration deliverable in respect thereof as determined in accordance with this Article II. When authorizing the delivery of such consideration in exchange therefor, the Company may, in its sole discretion and as a condition precedent to the delivery thereof, require the owner of such lost, stolen, mislaid or destroyed Certificate to give the Company a bond, in form and substance reasonably satisfactory to the Company, and in such sum as the Company may reasonably direct, as indemnity against any claim that may be made against the Company or the Exchange Agent with respect to the Certificate alleged to have been lost, stolen, mislaid or destroyed.

Exchange Procedures. The Surviving Corporation As soon as practicable after the Effective Time, USF shall instruct the Exchange Agent to provide, as soon as reasonably practicable after the Effective Time, mail to each holder of record of a non-certificated shares of Company Common Stock represented by book entry certificate or certificates (“Book Entry Shares”the "Certificates") that which immediately before prior to the Effective Time represented outstanding shares of Company Culligan Common Stock whose shares were converted into the right to receive Merger Consideration shares of USF Common Stock pursuant to Section 2.02(c2.1(b), an “agent’s message” in customary (i) a letter of transmittal (the form (it being understood and substance of which shall have been reasonably approved by Culligan prior to the Effective Time and which shall specify that delivery shall be effected, and risk of loss and title to the holders Certificates shall pass, only upon delivery of Book Entry Shares will be deemed the Certificates to have surrendered such Book Entry Shares upon receipt of an “agent’s message” or such other evidence, if any, as the Exchange Agent and shall be in such form and have such other customary provisions as USF may reasonably request)specify) and (ii) instructions for effecting the surrender of the Certificates in exchange for certificates representing Shares of USF Common Stock. Upon receipt surrender of such “agent’s message”a Certificate for cancellation to the Exchange Agent, together with a duly executed letter of transmittal, the holder of such Book Entry Shares Certificate shall be entitled to receive in exchange therefor the (x) a certificate or certificates representing that whole number of whole shares of Parent USF Common StockStock 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 (y) a check representing the amount of cash in lieu of fractional shares, if any, and unpaid dividends and distributions, if any, which the aggregate number of Company Common Stock previously represented by such Book Entry Shares shall have been converted pursuant to Section 2.01(c) into holder has the right to receivereceive pursuant to the provisions of this Article II, and after giving effect to any required withholding tax. The shares represented by the Book Entry Shares 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 Culligan Common Stock. In the event of a transfer of ownership of Company shares of Culligan Common Stock that which is not registered in on the transfer records of Culligan, a certificate representing the Companyproper number of shares of USF Common Stock, payment may together with a check for the cash to be made paid in lieu of fractional shares, if any, and shares unpaid dividends and distributions, if any, may be issued to a Person other than such transferee if the Person in whose name Certificate representing such shares of Culligan Common Stock held by such transferee is presented to the Book Entry Shares so surrendered is registered if Exchange Agent, accompanied by all documents required to evidence and effect such Book Entry Shares shall be in proper form for transfer and the Person requesting such payment shall pay to evidence that any applicable stock transfer or other taxes required by reason of the payment to a Person other than the registered holder of such Book Entry Shares or establish to the satisfaction of Parent that such tax has have been paid or is not applicablepaid. Subject to the last sentence of Section 2.02(c), until Until surrendered as contemplated by this Section 2.02(b)2.3, each Book Entry Share Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration into which the Company a certificate representing shares of USF Common Stock theretofore represented by such Book Entry Share have been converted pursuant to Section 2.01and cash in lieu of fractional shares, if any, and unpaid dividends and distributions, if any, as provided in this Article II.

Exchange Procedures. The Surviving Corporation shall instruct the Exchange Agent to provide, as As soon as reasonably practicable after the Effective TimeTime but in any event no more than ten (10) Business Days thereafter, the Exchange Agent shall mail to each holder of record of a non-certificated shares certificate representing ownership of Company Common Stock represented by book entry Shares (a “Book Entry SharesCertificate” or “Certificates”) that immediately before the Effective Time represented outstanding shares of Company Common Stock whose shares Shares were converted into the right to receive Merger the Per Share Consideration pursuant to Section 2.02(c)1.6, an “agent’s message” in customary form (it being understood i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the holders Certificates shall pass, only upon delivery of Book Entry Shares will be deemed the Certificates to have surrendered such Book Entry Shares upon receipt of an “agent’s message” or such other evidence, if any, as the Exchange Agent and shall be in such form and have such other provisions as the Company may reasonably request)specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the Per Share Consideration. Upon receipt surrender of a Certificate for cancellation to the Exchange Agent together with such “agent’s message”letter of transmittal, duly executed, the holder of such Book Entry Shares Certificate shall be entitled to receive in exchange therefor the number of whole shares of Parent Common Stock, if anyPer Share Consideration as provided in this Article I, which the aggregate number of Company Common Stock previously represented by such Book Entry Shares shall have been converted pursuant to Section 2.01(c) into holder has the right to receivereceive in respect of the Certificate surrendered pursuant to the provisions of this Article I, and the Book Entry Shares Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of Company Common Stock that Shares which is not registered in the transfer records of the CompanySeller, payment a transferee may exchange the Certificate representing such Shares for the Per Share Consideration as provided in this Article I if the Certificate representing such Shares is presented to the Exchange Agent, accompanied by all documents required to evidence and effect such transfer, and by evidence that any applicable stock transfer taxes have been paid. In the event any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person claiming such Certificate to be lost, stolen or destroyed and the posting by such Person of a bond in such amount as the Company may direct as indemnity against any claim that may be made and shares may be issued against it or the Exchange Agent with respect to a Person other than such Certificate, the Person Exchange Agent will pay in whose name exchange for such lost, stolen or destroyed Certificate the Book Entry Shares so surrendered is registered if Per Share Consideration as provided in this Article I, which such Book Entry Shares shall be holder would have had the right to receive in proper form for transfer and the Person requesting such payment shall pay any transfer or other taxes required by reason of the payment to a Person other than the registered holder respect of such Book Entry Shares lost, stolen or establish to the satisfaction of Parent that such tax has been paid or is not applicabledestroyed Certificate. Subject to the last sentence of Section 2.02(c), until Until surrendered as contemplated by this Section 2.02(b1.7, each Certificate (other than Certificates representing shares of Seller Common Stock described in clauses (i) and (ii) of Section 1.6(a), each Book Entry Share above) shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration into which the Company Common Stock theretofore represented by such Book Entry Per Share have been converted pursuant to Section 2.01.Consideration, without interest, as provided in this Article I.

Exchange Procedures. The Surviving Corporation shall instruct the Exchange Agent to provide, as As soon as reasonably practicable after the Effective Time, Parent will instruct the Exchange Agent to mail to each holder of record of Certificates (i) a non-certificated shares letter of Company Common Stock represented by book entry transmittal (“Book Entry Shares”) which shall specify that immediately before delivery shall be effected, and risk of loss and title to the Effective Time represented outstanding shares Certificates shall pass, only upon proper delivery of Company Common Stock whose shares were converted into the right Certificates to receive Merger Consideration pursuant to Section 2.02(c), an “agent’s message” in customary form (it being understood that the holders of Book Entry Shares will be deemed to have surrendered such Book Entry Shares upon receipt of an “agent’s message” or such other evidence, if any, as the Exchange Agent and shall be in such form and have such other provisions as Parent may reasonably requestspecify), and (ii) instructions to effect the surrender of the Certificates in exchange for the certificates evidencing Parent Shares. Upon receipt surrender of a Certificate for cancellation to the Exchange Agent together with such “agent’s message”letter of transmittal, duly executed, and such other customary documents as may be required pursuant to such instructions, the holder of such Book Entry Shares Certificate shall be entitled to receive in exchange therefor the (A) certificates evidencing that number of whole shares of Parent Common Stock, if any, Shares which such holder has the aggregate number of Company Common Stock previously represented by such Book Entry Shares shall have been converted right to receive pursuant to Section 2.01(c1.6(a) into in respect of the right Shares formerly evidenced by such Certificate, (b) the per Share Cash Consideration, (C) any dividends or other distributions to receivewhich 5- such holder is entitled pursuant to Section 1.7(c), and (D) cash in respect of fractional shares as provided in Section 1.6(f) (the Stock Consideration, the Cash Consideration, dividends, distributions and cash being, collectively, the "MERGER CONSIDERATION"), and the Book Entry Shares Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of Company Common Stock that Shares which is not registered in the transfer records of the CompanyCompany as of the Effective Time, payment may be made and shares the Merger Consideration may be issued and paid in accordance with this Article I to a Person transferee if the Certificate evidencing such Shares is presented to the Exchange Agent, accompanied by all documents required to evidence and effect such transfer pursuant to this Section 1.7(b) and by evidence that any applicable stock transfer taxes have been paid. Until so surrendered, each outstanding Certificate that, prior to the Effective Time, represented Shares will be deemed from and after the Effective Time, for all corporate purposes, other than the Person in whose name payment of dividends and subject to Section 1.6(f), to evidence the Book Entry Shares so surrendered is registered if such Book Entry Shares shall be in proper form for transfer and the Person requesting such payment shall pay any transfer or other taxes required by reason ownership of the payment number of whole Parent Shares that represent the Stock Consideration with respect to a Person other than the registered holder of such Book Entry Shares or establish to the satisfaction of Parent that such tax has been paid or is not applicable. Subject to the last sentence of Section 2.02(c), until surrendered as contemplated by this Section 2.02(b), each Book Entry Share shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration into which the Company Common Stock theretofore represented by such Book Entry Share have been converted pursuant to Section 2.01Shares.

Exchange Procedures. The Surviving Corporation shall instruct the Exchange Agent to providemail, as soon as reasonably practicable after the Effective Time, to each holder of record of a non-certificated shares of Company Common Stock represented by book entry (“Book Entry Shares”) that immediately before the Effective Time represented outstanding shares of Company Common Stock whose shares were converted into the right to receive Merger Consideration pursuant to Section 2.02(c2.01(c), an “agent’s message” (i) a letter of transmittal in customary a form reasonably agreed between the parties (it being understood which shall specify that delivery shall be effected, and risk of loss and title to the holders Book Entry Shares shall pass, only upon delivery of the Book Entry Shares to the Exchange Agent) and (ii) instructions for use in effecting the surrender of the Book Entry Shares in exchange for Merger Consideration. Upon surrender of Book Entry Shares will be deemed for cancelation to have surrendered the Exchange Agent, together with such Book Entry Shares upon receipt letter of an “agent’s message” or transmittal, duly executed, and such other evidence, if any, documents as may reasonably be required by the Exchange Agent may reasonably request). Upon receipt of such “agent’s message”Agent, the holder of such Book Entry Shares shall be entitled to receive in exchange therefor the number of whole shares of Parent Common Stock, if any, which the aggregate number of Company Common Stock previously represented by such Book Entry Shares shall have been converted pursuant to Section 2.01(c) (Conversion of Company Common Stock) into the right to receive, and the 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, payment may be made and shares may be issued to a Person other than the Person in whose name the Book Entry Shares so surrendered is registered if such Book Entry Shares shall be in proper form for transfer and the Person requesting such payment shall pay any transfer or other taxes required by reason of the payment to a Person other than the registered holder of such Book Entry Shares or establish to the satisfaction of Parent that such tax has been paid or is not applicable. Subject to the last sentence of Section 2.02(c), until surrendered as contemplated by this Section 2.02(b)2.02, each Book Entry Share shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration into which the Company Common Stock theretofore represented by such Book Entry Share have been converted pursuant to Section 2.012.01(c).

Exchange Procedures. The Surviving Corporation shall instruct the Exchange Agent to provide, as As soon as reasonably practicable after the Effective Time, the Surviving Corporation shall cause the Exchange Agent to mail to each holder of record a Certificate (i) a letter of a non-certificated shares transmittal which shall specify that delivery shall be effected, and risk of Company Common Stock represented by book entry (“Book Entry Shares”) that immediately before loss and title to the Effective Time represented outstanding shares Certificates shall pass, only upon delivery of Company Common Stock whose shares were converted into the right Certificates to receive Merger Consideration pursuant to Section 2.02(c)the Exchange Agent, an “agent’s message” and which letter shall be in customary form (it being understood that the holders of Book Entry Shares will be deemed to and have surrendered such Book Entry Shares upon receipt of an “agent’s message” or such other evidence, if any, provisions as Qwest may reasonably specify and (ii) instructions for effecting the surrender of such Certificates in exchange for the applicable Merger Consideration. Upon surrender of a Certificate to the Exchange Agent together with such letter of transmittal, duly executed and completed in accordance with the instructions thereto, and such other documents as may reasonably request). Upon receipt of such “agent’s message”be required by the Exchange Agent, the holder of such Book Entry Shares Certificate shall be entitled to receive in exchange therefor (A) one or more shares of Qwest Common Stock representing, in the aggregate, the whole number of whole shares of Parent Common Stock, if any, which that such holder has the aggregate number of Company Common Stock previously represented by such Book Entry Shares shall have been converted right to receive pursuant to Section 2.01(c1.8 (after taking into account all shares of LCI Common Stock then held by such holder) into and (B) a check in the amount equal to the cash that such holder has the right to receivereceive pursuant to the provisions of this Article II, and the Book Entry Shares so surrendered shall forthwith including cash in lieu of any fractional shares of Qwest Common Stock pursuant to Section 2.5. No interest will be canceledpaid or will accrue on any cash payable pursuant to Section 2.3 or Section 2.5. In the event of a transfer of ownership of Company LCI Common Stock that which is not registered in the transfer records of LCI, one or more shares of Qwest Common Stock evidencing, in the Companyaggregate, payment may be made the proper number of shares of Qwest Common Stock, a check in the proper amount of cash in lieu of any fractional shares of Qwest Common Stock pursuant to Section 2.5 and shares any dividends or other distributions to which such holder is entitled pursuant to Section 2.3, may be issued with respect to such LCI Common Stock to such a Person other than transferee if the Person in whose name Certificate representing such shares of LCI Common Stock is presented to the Book Entry Shares so surrendered is registered if Exchange Agent, accompanied by all documents required to evidence and effect such Book Entry Shares shall be in proper form for transfer and the Person requesting such payment shall pay to evidence that any applicable stock transfer or other taxes required by reason of the payment to a Person other than the registered holder of such Book Entry Shares or establish to the satisfaction of Parent that such tax has been paid or is not applicable. Subject to the last sentence of Section 2.02(c), until surrendered as contemplated by this Section 2.02(b), each Book Entry Share shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration into which the Company Common Stock theretofore represented by such Book Entry Share have been converted pursuant to Section 2.01paid.

Exchange Procedures. The Surviving Corporation shall instruct the Exchange Agent to provide, as As soon as reasonably practicable after the ------------------- Effective Time, the Exchange Agent shall mail to each holder of record of a non-certificated shares of Company Common Stock represented by book entry (“Book Entry Shares”) that certificate or certificates which immediately before prior to the Effective Time represented outstanding shares of Company Target Common Stock (each a "Certificate" and, collectively, the "Certificates") whose shares were converted into the right to receive Merger Consideration pursuant to Section 2.02(c)2.1 into shares of Acquirer Common Stock (i) a letter of transmittal (which shall specify that delivery shall be effected, an “agent’s message” in customary form (it being understood that and risk of loss and title to the holders Certificates shall pass, only upon delivery of Book Entry Shares will be deemed the Certificates to have surrendered such Book Entry Shares upon receipt of an “agent’s message” or such other evidence, if any, as the Exchange Agent and shall be in such form and have such other provisions as Acquirer and Target may reasonably request)specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for certificates representing shares of Acquirer Common Stock. Upon receipt surrender of a Certificate for cancellation to the Exchange Agent, together with such “agent’s message”letter of transmittal, duly executed, the holder of such Book Entry Shares Certificate shall be entitled to receive in exchange therefor the a certificate representing that number of whole shares of Parent Common Stock, if any, which the aggregate number of Company Acquirer Common Stock previously represented by which such Book Entry Shares shall have been converted pursuant to Section 2.01(c) into holder has the right to receivereceive pursuant to the provisions of this Article II and cash in lieu of fractional shares in accordance with Section 2.2(f), and the Book Entry Shares Certificate so surrendered shall forthwith immediately be canceled. In the event of a transfer of ownership of Company Target Common Stock that which is not registered in the transfer records of Target, a certificate representing the Company, payment may be made and proper number of shares of Acquirer Common Stock may be issued to a Person other than transferee if the Person in whose name Certificate representing such Target Common Stock is presented to the Book Entry Shares so surrendered is registered if Exchange Agent, accompanied by all documents required to evidence and effect such Book Entry Shares shall be in proper form for transfer and the Person requesting such payment shall pay by evidence that any applicable stock transfer or other taxes required by reason of the payment to a Person other than the registered holder of such Book Entry Shares or establish to the satisfaction of Parent that such tax has have been paid or is not applicablepaid. Subject to the last sentence of Section 2.02(c), until Until surrendered as contemplated by this Section 2.02(b)2.2, each Book Entry Share Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration certificate representing the number of shares of Acquirer Common Stock into which the Company shares of Target Common Stock theretofore represented thereby were converted at the Effective Time and cash in lieu of any fractional shares of Acquirer Common Stock as contemplated by such Book Entry Share have been converted pursuant to this Section 2.012.2.

Exchange Procedures. The Surviving Corporation shall instruct the Exchange Agent to provide, as soon as reasonably practicable after the Effective Time, to each Each holder of record of a non-certificated shares of Company First ▇▇▇▇▇▇▇ Common Stock represented by book entry (“Book Entry SharesHolder”) that immediately before shall have the Effective Time represented outstanding shares of Company right, subject to the limitations set forth in this Article II, to exchange First ▇▇▇▇▇▇▇ Common Stock whose shares were converted into the right to receive for Merger Consideration pursuant to Section 2.02(c), an “agent’s message” in customary form accordance with the following procedures: (it being understood that the holders of Book Entry Shares will be deemed to have surrendered such Book Entry Shares upon receipt of an “agent’s message” or such other evidence, if any, as the Exchange Agent may reasonably request). Upon receipt of such “agent’s message”, the holder of such Book Entry Shares shall be entitled to receive in exchange therefor the number of whole shares of Parent Common Stock, if any, which the aggregate number of Company Common Stock previously represented by such Book Entry Shares shall have been converted pursuant to Section 2.01(ca) into the right to receive, and the 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 If any portion of the Company, payment may Merger Consideration is to be made and shares may be issued paid to a Person other than the Person in whose name a certificates of the Book Entry Shares shares of First ▇▇▇▇▇▇▇ Common Stock (the “First ▇▇▇▇▇▇▇ Stock Certificates”) so surrendered is registered if registered, it shall be a condition to such Book Entry Shares payment that such First ▇▇▇▇▇▇▇ Stock Certificate shall be properly endorsed or otherwise be in proper form for transfer and the Person requesting such payment shall pay to the Exchange Agent any transfer or other taxes similar Taxes required by reason as a result of the such payment to a Person other than the registered holder of such Book Entry Shares First ▇▇▇▇▇▇▇ Stock Certificate, or establish to the reasonable satisfaction of Parent the Exchange Agent that such tax Tax has been paid or is not applicablepayable. The Exchange Agent (or, subsequent to the six-month anniversary of the Effective Time, Tower) shall be entitled to deduct and withhold from the Merger Consideration (including cash in lieu of fractional shares of Tower Common Stock) otherwise payable pursuant to this Agreement to any holder of First ▇▇▇▇▇▇▇ Common Stock such amounts as the Exchange Agent or Tower, as the case may be, is required to deduct and withhold under the Code, or any provision of state, local or foreign Tax law, with respect to the making of such payment. To the extent the amounts are so withheld by the Exchange Agent or Tower, as the case may be, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the holder of shares of First ▇▇▇▇▇▇▇ Common Stock in respect of whom such deduction and withholding was made by the Exchange Agent or Tower, as the case may be. (b) After the Effective Time there shall be no further registration or transfers of shares of First ▇▇▇▇▇▇▇ Common Stock. If, after the Effective Time, First ▇▇▇▇▇▇▇ Stock Certificates are presented to the Surviving Corporation, they shall be cancelled and exchanged for the Merger Consideration in accordance with the procedures set forth in this Article II. (c) At any time following the one-year anniversary of the Effective Time, Tower shall be entitled to require the Exchange Agent to deliver to it any remaining portion of the Merger Consideration not distributed to Holders of shares of First ▇▇▇▇▇▇▇ Common Stock that was deposited with the Exchange Agent at the Effective Time (the “Exchange Fund”) (including any interest received with respect thereto and other income resulting from investments by the Exchange Agent, as directed by Tower), and Holders shall be entitled to look only to Tower (subject to abandoned property, escheat or other similar laws) with respect to the Merger Consideration, any cash in lieu of fractional shares of Tower Common Stock and any dividends or other distributions with respect to Tower Common Stock payable upon due surrender of their First ▇▇▇▇▇▇▇ Stock Certificates, without any interest thereon. Notwithstanding the foregoing, neither Tower nor the Exchange Agent shall be liable to any Holder of a First ▇▇▇▇▇▇▇ Stock Certificate for Merger Consideration (or dividends or distributions with respect thereto) or cash from the Exchange Fund in each case delivered to a public official pursuant to any applicable abandoned property, escheat or similar Laws. (d) In the event any First ▇▇▇▇▇▇▇ Stock Certificates shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person claiming such First ▇▇▇▇▇▇▇ Stock Certificate(s) to be lost, stolen or destroyed and, if required by Tower or the Exchange Agent, the posting by such Person of a bond in such sum as Tower may reasonably direct as indemnity against any claim that may be made against it or the Surviving Corporation with respect to such First ▇▇▇▇▇▇▇ Stock Certificate(s), Tower shall cause the Exchange Agent to issue the Merger Consideration deliverable in respect of the shares of First ▇▇▇▇▇▇▇ Common Stock represented by such lost, stolen or destroyed First ▇▇▇▇▇▇▇ Stock Certificates. (e) No dividends or other distributions with respect to Tower Common Stock with a record date after the Effective Time shall be paid to the holder of any unsurrendered First ▇▇▇▇▇▇▇ Stock Certificate with respect to the shares of Tower Common Stock represented thereby, and no cash payment in lieu of fractional shares shall be paid to any such holder pursuant to subsection (f) below, and all such dividends, other distributions and cash in lieu of fractional shares of Tower Common Stock shall be paid by Tower to the Exchange Agent and shall be included in the Exchange Fund, in each case until the surrender of such First ▇▇▇▇▇▇▇ Stock Certificate in accordance with subsection (f) below. Subject to the last sentence effect of Section 2.02(c)applicable abandoned property, until surrendered as contemplated by this Section 2.02(b)escheat or similar Laws, each Book Entry Share following surrender of any such First ▇▇▇▇▇▇▇ Stock Certificate there shall be deemed paid to the Holder of a certificate for Tower Common Stock (a “Tower Stock Certificate”) representing whole shares of Tower Common Stock issued in exchange therefor, without interest, (i) at any the time of such surrender, the amount of dividends or other distributions with a record date after the Effective Time theretofore paid with respect to such whole shares of Tower Common Stock and the amount of any cash payable in lieu of a fractional share of Tower Common Stock to which such Holder is entitled pursuant to subsection (f), and (ii) at the appropriate payment date, the amount of dividends or other distributions with a record date after the Effective Time but prior to such surrender and with a payment date subsequent to such surrender payable with respect to such whole shares of Tower Common Stock. Tower shall make available to the Exchange Agent cash for these purposes, if necessary. (f) No Tower Stock Certificates representing fractional shares of Tower Common Stock shall be issued upon the surrender for exchange of First ▇▇▇▇▇▇▇ Stock Certificates; no dividend or distribution by Tower shall relate to such fractional share interests; and such fractional share interests will not entitle the owner thereof to vote or to any rights as a shareholder of Tower. In lieu of any such fractional shares, each Holder of a First ▇▇▇▇▇▇▇ Stock Certificate who would otherwise have been entitled to receive a fractional share interest in exchange for such First ▇▇▇▇▇▇▇ Stock Certificate shall receive from the Exchange Agent an amount in cash equal to the product obtained by multiplying (A) the fractional share interest to which such Holder (after taking into account all shares of First ▇▇▇▇▇▇▇ Common Stock held by such holder at the Effective Time) would otherwise be entitled by (B) the Closing Tower Share Value. (g) Tower, in the exercise of its reasonable discretion, shall have the right to make all determinations, not inconsistent with the terms of this Agreement, governing (A) the compliance by any First ▇▇▇▇▇▇▇ Shareholder with the exchange procedures set forth herein, (B) the issuance and delivery of Tower Stock Certificates into which shares of First ▇▇▇▇▇▇▇ Common Stock are converted in the Merger and (C) the method of payment of cash in lieu of fractional shares of Tower Common Stock where the holder of the applicable First ▇▇▇▇▇▇▇ Stock Certificate has no right to receive whole shares of Tower Common Stock. (h) Prior to the Effective Time, Tower will deposit with the Exchange Agent certificates representing shares of Tower Common Stock sufficient to pay in a timely manner, and Tower shall instruct the Exchange Agent to timely pay, the aggregate Merger Consideration. In addition, prior to the Effective Time, Tower shall deposit with the Exchange Agent sufficient cash to permit prompt payment of the cash in lieu of fractional shares of Tower Common Stock, and Tower shall instruct the Exchange Agent to timely pay the cash in lieu of fractional shares of Tower Common Stock where the holder of the applicable First ▇▇▇▇▇▇▇ Stock Certificate has no right to receive whole shares of Tower Common Stock. (i) As soon as reasonably practicable after the Effective Time, Tower shall cause the Exchange Agent to mail to each holder of record of a First ▇▇▇▇▇▇▇ Stock Certificate(s) which immediately prior to the Effective Time represented outstanding shares of First ▇▇▇▇▇▇▇ Common Stock whose shares were converted into the right to receive the Merger Consideration pursuant to Section 1.4 and any cash in lieu of fractional shares of Tower Common Stock to be issued or paid in consideration therefor, (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the First ▇▇▇▇▇▇▇ Stock Certificate(s) shall pass, only upon delivery of the First ▇▇▇▇▇▇▇ Stock Certificate(s) (or affidavits of loss in lieu of such certificates)) (the “Letter of Transmittal”) to the Exchange Agent and shall be substantially in such form and have such other provisions as shall be determined by Tower and (ii) instructions for use in surrendering the First ▇▇▇▇▇▇▇ Stock Certificate(s) in exchange for the Merger Consideration and any cash in lieu of fractional shares of Tower Common Stock to be issued or paid in consideration therefor upon surrender of such certificate in accordance with Section 2.2(f) and any dividends or distributions to which such holder is entitled pursuant to Section 2.2(e). (j) Upon surrender to the Exchange Agent of its First ▇▇▇▇▇▇▇ Stock Certificate(s), accompanied by a properly completed Letter of Transmittal, a Holder of First ▇▇▇▇▇▇▇ Common Stock will be entitled to receive promptly after the Effective Time the Merger Consideration in respect of the shares of First ▇▇▇▇▇▇▇ Common Stock represented by its First ▇▇▇▇▇▇▇ Stock Certificate. Until so surrendered, each such First ▇▇▇▇▇▇▇ Stock Certificate shall represent after the Effective Time, for all purposes, only the right to receive upon such surrender the Merger Consideration into which the Company and any cash in lieu of fractional shares of Tower Common Stock theretofore represented by to be issued or paid in consideration therefor upon surrender of such Book Entry Share have been converted certificate in accordance with Section 2.2(f) and any dividends or distributions to which such holder is entitled pursuant to Section 2.012.2(e).

Exchange Procedures. The Surviving Corporation shall instruct the Exchange Agent to provide, as As soon as reasonably practicable after the Effective TimeTime but in any event no more than five (5) Business Days thereafter, the Exchange Agent shall mail to each holder of record of a non-certificated shares certificate representing ownership of Company Common Stock represented by book entry Shares (a “Book Entry SharesCertificate” or “Certificates”) that immediately before the Effective Time represented outstanding shares of Company Common Stock whose shares Shares were converted into the right to receive Merger the Per Share Consideration pursuant to Section 2.02(c)1.6, an “agent’s message” in customary form (it being understood i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the holders Certificates shall pass, only upon delivery of Book Entry Shares will be deemed the Certificates to have surrendered such Book Entry Shares upon receipt of an “agent’s message” or such other evidence, if any, as the Exchange Agent and shall be in such form and have such other provisions as the Company may reasonably request)specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the Per Share Consideration. Upon receipt surrender of a Certificate for cancellation to the Exchange Agent together with such “agent’s message”letter of transmittal, duly executed, the holder of such Book Entry Shares Certificate shall be entitled to receive in exchange therefor the number of whole shares of Parent Common Stock, if anyPer Share Consideration and any unpaid dividends and distributions thereon as provided in this Article I, which the aggregate number of Company Common Stock previously represented by such Book Entry Shares shall have been converted pursuant to Section 2.01(c) into holder has the right to receivereceive in respect of the Certificate surrendered pursuant to the provisions of this Article I (after taking into account all Shares then held by such holder), and the Book Entry Shares Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of Company Common Stock that Shares which is not registered in the transfer records of the CompanySeller, payment a transferee may exchange the Certificate representing such Shares for the Per Share Consideration and any unpaid dividends and distributions thereon as provided in this Article I if the Certificate representing such Shares is presented to the Exchange Agent, accompanied by all documents required to evidence and effect such transfer, and by evidence that any applicable stock transfer taxes have been paid. In the event any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person claiming such Certificate to be lost, stolen or destroyed and the posting by such Person of a bond in such amount as the Company may direct as indemnity against any claim that may be made against it or the Exchange Agent with respect to such Certificate, the Exchange Agent will pay and shares may be issued issue in exchange for such lost, stolen or destroyed Certificate the Per Share Consideration and any unpaid dividends and distributions thereon as provided in this Article I, which such holder would have had the right to a Person other than the Person receive in whose name the Book Entry Shares so surrendered is registered if such Book Entry Shares shall be in proper form for transfer and the Person requesting such payment shall pay any transfer or other taxes required by reason of the payment to a Person other than the registered holder respect of such Book Entry Shares lost, stolen or establish to the satisfaction of Parent that such tax has been paid or is not applicabledestroyed Certificate. Subject to the last sentence of Section 2.02(c), until Until surrendered as contemplated by this Section 2.02(b)1.7, each Book Entry Share Certificate (other than Certificates representing Shares owned by the Company or any Company Subsidiary and Certificates representing Dissenting Shares) shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Per Share Consideration into which the Company Common Stock theretofore represented by such Book Entry Share have been converted pursuant to Section 2.01.and any unpaid dividends and distributions thereon as provided in this Article I.

Exchange Procedures. (a) (1) The Surviving Corporation Company shall instruct settle its Exchange Obligations as described in Section 8.02(a)(3), unless, within the applicable time period specified in this Section 8.02(a)(1), the Company elects to settle its Exchange Agent Obligations as described in Section 8.02(a)(2) or Section 8.02(a)(4). The cash and/or shares of Common Stock which the Company is required to providedeliver in accordance with this Section 8.02 in settlement of its Exchange Obligations is referred to herein as the “Settlement Amount.” If the Company desires to settle its Exchange Obligations as described in Section 8.02(a)(2) or Section 8.02(a)(4), as soon as reasonably practicable after the Effective Time, Company shall notify each exchanging Noteholder by notice to each holder the Trustee (for further distribution to Noteholders) of record the method the Company will choose to satisfy its Exchange Obligations no later than the second Trading Day immediately following the Company’s receipt of a non-certificated shares Notice of Exchange from such Holder, and such notice shall specify the section of this First Supplemental Indenture pursuant to which the Company Common Stock represented by book entry (“Book Entry Shares”) is electing to satisfy its exchange obligations; provided, however, that immediately before the Effective Time represented outstanding shares of Company Common Stock whose shares were converted into shall have the right to receive Merger Consideration pursuant irrevocably elect, in its sole discretion and without the consent of Noteholders, by notice to Section 2.02(cthe Trustee (for further distribution to Noteholders), an “agent’s message” on or prior to February 1, 2012, to settle all of its future Exchange Obligations entirely in customary form (it being understood shares of Common Stock as described in Section 8.02(a)(2), and provided further, that the holders of Book Entry Shares will be deemed Company is required to have surrendered such Book Entry Shares upon receipt of settle all exchanges with an “agent’s message” Exchange Date occurring on or such other evidenceafter February 1, if any, as 2012 in the Exchange Agent may reasonably request). Upon receipt of such “agent’s message”, the holder of such Book Entry Shares shall be entitled to receive in exchange therefor the number of whole shares of Parent Common Stock, if any, which the aggregate number of Company Common Stock previously represented by such Book Entry Shares shall have been converted pursuant to Section 2.01(c) into the right to receivesame manner, and the Book Entry Shares so surrendered Company shall forthwith be cancelednotify Noteholders by notice to the Trustee (for further distribution to Noteholders) of the manner of settlement (including specifying the applicable section of this First Supplemental Indenture that describes such manner of settlement) on or before such date. In The Company shall treat all Noteholders exchanging on the event of a transfer of ownership of Company Common Stock that is not registered same Trading Day in the transfer records of the Companysame manner; however, payment may be made and shares may be issued to a Person other than the Person in whose name the Book Entry Shares so surrendered is registered if such Book Entry Shares shall be in proper form for transfer and the Person requesting such payment shall pay any transfer or other taxes required by reason of the payment to a Person other than the registered holder of such Book Entry Shares or establish to the satisfaction of Parent that such tax has been paid or is not applicable. Subject to the last sentence of Section 2.02(c), until surrendered as contemplated by this Section 2.02(b), each Book Entry Share shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration into which the Company Common Stock theretofore represented by such Book Entry Share shall not have been converted pursuant any obligation to Section 2.01settle its Exchange Obligations arising on different Trading Days in the same manner, except for exchanges with an Exchange Date occurring on or after February 1, 2012, which shall all be satisfied in the same manner.

Exchange Procedures. The Surviving Corporation shall instruct the Exchange Agent to provide, as As soon as reasonably practicable after the Effective Time, Newco shall cause the Exchange Agent to mail to each holder of record of a non-certificated shares of Company Common Stock represented by book entry (“Book Entry Shares”) that certificate or certificates which immediately before prior to the Effective Time represented issued and outstanding shares of Company Cybex Common Stock whose shares were 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 Merger Consideration Newco Common Stock pursuant to Section 2.02(cSections 1.2 or 1.3 (collectively, the "CERTIFICATES"), an “agent’s message” in customary form (it being understood i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the holders Certificates shall pass, only upon delivery of Book Entry Shares will be deemed the Certificates to have surrendered such Book Entry Shares upon receipt of an “agent’s message” or such other evidence, if any, as the Exchange Agent and shall be in such form and have such other provisions as Apex and Cybex may reasonably request)specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for certificates representing Newco Common Stock. Upon receipt surrender of a Certificate for cancellation to the Exchange Agent, together with a duly executed letter of transmittal and such “agent’s message”other documents as may be reasonably required by the Exchange Agent, the holder of such Book Entry Shares Certificate shall be entitled to receive in exchange therefor the a certificate representing that number of whole shares of Parent Common Stock, if any, which the aggregate number of Company Newco Common Stock previously represented by and cash in lieu of fractional shares which such Book Entry Shares shall have been converted pursuant to Section 2.01(c) into holder has the right to receivereceive pursuant to the provisions of this Agreement and the Plans of Merger, and the Book Entry Shares 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 Apex or Cybex, respectively, a certificate representing the Company, payment may be made and proper number of shares of Newco Common Stock may be issued to a Person other than transferee if (i) the Person in whose name Certificate representing such Apex Common Stock or Cybex Common Stock is presented to the Book Entry Shares so surrendered is registered if Exchange Agent, properly endorsed and accompanied by all documents required to evidence and effect such Book Entry Shares shall be in proper form for transfer and (ii) the Person persons requesting such payment 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 payment to a Person other than the registered holder of Certificate representing such Book Entry Shares 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. Subject to the last sentence of Section 2.02(c), until Until surrendered as contemplated by this Section 2.02(b)1.12 and the Plans of Merger, each Book Entry Share 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 into which the Company an amount in lieu of any fractional shares of Newco Common Stock theretofore represented as contemplated by such Book Entry Share have been converted pursuant to Section 2.011.7, the Plans of Merger and the Washington Law or Alabama Law, as applicable.

Exchange Procedures. The Surviving Corporation shall instruct the Exchange Agent to provide, as soon as reasonably practicable Promptly after the Effective Time, Andrx shall cause the Exchange Agent to mail to each holder of record (as of the Effective Time) of a non-certificated shares of Company Common Stock represented by book entry certificate or certificates (“Book Entry Shares”) that the "Certificates"), which immediately before prior to the Effective Time represented outstanding shares of Company Common Stock Mediconsult Capital Stock, whose shares were converted into the right to receive Merger Consideration shares of Cybear Tracking Stock pursuant to Section 2.02(c2(e) and any dividends or other distributions pursuant to Section 2(m): (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Agent and shall contain such other provisions as Andrx may reasonably specify) and (ii) instructions for use in effecting the surrender of Certificates in exchange for certificates representing shares of Cybear Tracking Stock and cash in lieu of fractional shares pursuant to Section 2(i) and any dividends or other distributions pursuant to Section 2(m). Upon surrender of the Certificates for cancellation to the Exchange Agent, an “agent’s message” together with such letter of transmittal, duly completed and validly executed in customary form (it being understood that accordance with the instructions thereto, the holders of Book Entry Shares will be deemed to have surrendered such Book Entry Shares upon receipt of an “agent’s message” or such other evidence, if any, as the Exchange Agent may reasonably request). Upon receipt of such “agent’s message”, the holder of such Book Entry Shares Certificates shall be entitled to receive in exchange therefor certificates representing the number of whole shares of Parent Common Stock, if any, Cybear Tracking Stock into which their shares of Mediconsult Capital Stock were converted at the aggregate number of Company Common Stock previously represented by such Book Entry Shares shall have been converted Effective Time and any dividends or distributions payable pursuant to Section 2.01(c) into 2(m), and payment in lieu of fractional shares which the holder has the right to receive, receive pursuant to Section 2(i) and the Book Entry Shares Certificates so surrendered shall forthwith be canceled. In Until so surrendered, outstanding Certificates will be deemed from and after the event Effective Time, for all corporate purposes, subject to Section 2(m) as to the payment of a transfer of dividends, to evidence the ownership of Company Common the number of full shares of Cybear Tracking Stock that is not registered into which such shares of Mediconsult Capital Stock shall have been so converted (including any voting notice or other rights associated with the ownership of such share of Cybear Tracking Stock under the Andrx Certificate of Incorporation or the bylaws of Andrx or under Delaware law) and the right to receive an amount in the transfer records cash in lieu of the Companyissuance of any fractional shares in accordance with Section 2(i) and any dividends or distributions payable pursuant to Section 2(m). If any portion of the Cybear Tracking Stock (and any dividends or distributions thereon), payment may be made and shares may otherwise payable hereunder to any person, is to be issued or paid to a Person person other than the Person person in whose name the Book Entry Shares Certificate is registered, it shall be a condition to such issuance or payment that the Certificate so surrendered is registered if such Book Entry Shares shall be properly endorsed or otherwise be in proper form for transfer and that the Person person requesting such issuance or payment shall pay to the Exchange Agent any transfer or other taxes Taxes required by reason as a result of the such issuance or payment to a Person person other than the registered holder of such Book Entry Shares Certificate or establish to the satisfaction of Parent the Exchange Agent that such tax Tax has been paid or is not applicable. Subject to the last sentence of Section 2.02(c), until surrendered as contemplated by this Section 2.02(b), each Book Entry Share shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration into which the Company Common Stock theretofore represented by such Book Entry Share have been converted pursuant to Section 2.01payable.

Exchange Procedures. The Surviving Corporation shall instruct the Exchange Agent to provide, As promptly as soon as reasonably practicable after the Effective Time, and in any event not later than the fifth Business Day after the Effective Time, Parent will cause the Exchange Agent to send by mail (and make available for collection by hand if so elected by the surrendering holder) to each Person who was, at the Effective Time, a holder of record of a non-certificated shares of Company Common Stock represented by book entry (“Book Entry Shares”) that immediately before the Effective Time represented outstanding shares of Company Common Stock whose shares were converted into the right No Election Shares entitled to receive the Merger Consideration pursuant to Section 2.02(c), an “agent’s message” 1.6: (i) a letter of transmittal (which will be in customary form (it being understood and will specify that the holders of Book Entry Shares delivery will be deemed effected, and risk of loss and title to have surrendered the Certificates will pass, only upon proper delivery of the Certificates to the Exchange Agent); (ii) a Certificate of Ownership; and (iii) instructions for use in effecting the surrender of No Election Shares pursuant to such Book Entry Shares upon receipt letter of an “agent’s message” or such other evidence, if any, as transmittal. Upon surrender to the Exchange Agent of a Certificate or Book-Entry Company Share for cancellation (including pursuant to Section 1.6), together with such letter of transmittal and Certificate of Ownership, duly completed and validly executed in accordance with the instructions thereto, and such other documents as may reasonably request). Upon receipt of be required pursuant to such “agent’s message”instructions, the holder of such Book Certificate or Book-Entry Shares shall Company Share will be entitled to receive in exchange therefor the number of whole shares of Parent Common Stock, if any, which the aggregate number of Company Common Stock previously represented by such Book Entry Shares shall have been converted Merger Consideration pursuant to Section 2.01(c1.6 to be mailed (or made available for collection by hand if so elected by the surrendering holder) into as promptly as possible and in any event no later than three Business Days following the right later to receiveoccur of (i) the Effective Time, or (ii) the Exchange Agent’s receipt of such Certificate (or affidavit of loss in lieu thereof) or Book-Entry Company Share, and the Book Certificate or Book-Entry Shares Company Share, so surrendered shall will forthwith be canceledcancelled. In the event of a transfer of ownership of the Certificate or Book-Entry Company Common Stock Share that is not registered in the transfer records of the Company, payment may be made such shares and shares cash may be issued to a Person other than transferee if the Person in whose name Certificate representing such shares is presented to the Book Entry Shares so surrendered is registered if Exchange Agent, accompanied by all documents required to evidence and effect such Book Entry Shares shall be in proper form for transfer and the Person requesting such payment shall pay by evidence that any applicable stock transfer or other taxes required by reason of the payment to a Person other than the registered holder of such Book Entry Shares or establish to the satisfaction of Parent that such tax has have been paid or is not applicablepaid. Subject to the last sentence of Section 2.02(c), until Until surrendered as contemplated by this Section 2.02(b)2.2, each Book Entry No Election Share shall will be deemed at any time all times after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration into which the Company Common Stock theretofore represented to be received by such Book Entry Share have been converted holder, cash in lieu of any fractional Parent Shares to which such holder is entitled pursuant to Section 2.012.5, and any dividends or other distributions to which such holder is entitled pursuant to Section 2.3.

Exchange Procedures. The Surviving Corporation (a) Promptly after the execution of this Agreement, Parent shall instruct designate and appoint Computershare Trust Company, N.A. or an Affiliate thereof to act as exchange agent hereunder (the “Exchange Agent to provide, as soon as reasonably practicable Agent”) for the purpose of exchanging Certificates. (b) Promptly after the Effective Time, but in any event not more than five (5) Business Days after the Effective Time, Parent shall cause the Exchange Agent to mail to each holder of record as of a non-certificated immediately prior to the Effective Time of shares of Company Common Stock represented by book entry (each such holder, a “Book Entry SharesCompany Common Stock Holder”), (i) a letter of transmittal (which shall specify that immediately before the Effective Time represented outstanding delivery shall be effected, and risk of loss and title to each Certificate representing any shares of Company Common Stock whose held by such Company Common Stock Holder shall pass, only upon delivery of the completed letter of transmittal and such Certificate to the Exchange Agent and shall be in such form and have such other provisions as Parent and the Company shall mutually agree) and (ii) instructions for use in effecting the surrender of each such Certificate in exchange for the total amount of Merger Consideration that such Company Common Stock Holder is entitled to receive in exchange for such holder’s shares were converted into of Company Common Stock in the Merger pursuant to this Agreement. From and after the Effective Time, until surrendered as contemplated by this Section 3.2, each Certificate representing shares of Company Common Stock held by a Company Common Stock Holder shall be deemed to represent only the right to receive the total amount of Merger Consideration pursuant to which such Company Common Stock Holder is entitled in exchange for such shares of Company Common Stock as contemplated by Section 2.02(c), an “agent’s message” in customary form 2. (it being understood that the holders of Book Entry Shares will be deemed c) Upon surrender by a Company Common Stock Holder to have surrendered such Book Entry Shares upon receipt of an “agent’s message” or such other evidence, if any, as the Exchange Agent of all Certificates representing such holder’s shares of Company Common Stock, together with a letter of transmittal duly completed and validly executed in accordance with the instructions thereto, and such other documents as may reasonably request). Upon receipt of be required pursuant to such “agent’s message”instructions, the holder of such Book Entry Shares each Company Common Stock Holder shall be entitled to receive in exchange therefor (and the Exchange Agent shall mail to such Company Common Stock Holder within ten (10) Business Days following such surrender): (i) a certificate (or certificates in the aggregate) representing the number of whole shares of Parent Stock into which such holder’s shares of Company Common StockStock represented by such holder’s properly surrendered Certificates were converted in accordance with Section 2, and such Certificates so surrendered shall be forthwith cancelled, and (ii) a check in an amount of U.S. dollars (after giving effect to any required withholdings pursuant to Section 3.7) equal to (A) the amount of cash in lieu of a fractional share of Parent Stock to be paid pursuant to Section 2.1(c)), if any, into which the aggregate number such holder’s shares of Company Common Stock previously represented by such Book Entry Shares shall have been holder’s properly surrendered Certificates were converted pursuant to in accordance with Section 2.01(c2, plus (B) into the right to receive, any cash dividends and the 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, payment may be made and shares may be issued to a Person other than the Person in whose name the Book Entry Shares so surrendered is registered if such Book Entry Shares shall be in proper form for transfer and the Person requesting such payment shall pay any transfer or other taxes required by reason of the payment to a Person other than the registered holder of such Book Entry Shares or establish to the satisfaction of Parent distributions that such tax holder has been paid or is not applicable. Subject to the last sentence of Section 2.02(c), until surrendered as contemplated by this Section 2.02(b), each Book Entry Share shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration into which the Company Common Stock theretofore represented by such Book Entry Share have been converted pursuant to Section 2.013.3.

Exchange Procedures. The Surviving Corporation shall instruct the Exchange Agent to provide, as As soon as reasonably practicable after the Effective Time, the Exchange Agent shall mail to each holder of record of a non-certificated shares of Company Common Stock represented by book entry (“Book Entry Shares”) that certificate or certificates which immediately before prior to the Effective Time represented outstanding shares of Company Optium Common Stock (each a "Certificate" and, collectively, the "Certificates") whose shares were converted pursuant to Section 2.1 into the right to receive Merger Consideration pursuant shares of Finisar Common Stock (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to Section 2.02(c)the Certificates shall pass, an “agent’s message” in customary form (it being understood that only upon delivery of the holders of Book Entry Shares will be deemed Certificates to have surrendered such Book Entry Shares upon receipt of an “agent’s message” or such other evidence, if any, as the Exchange Agent and shall be in such form and have such other provisions as Finisar and Optium may reasonably request)specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for certificates representing shares of Finisar Common Stock. Upon receipt surrender of a Certificate for cancellation to the Exchange Agent or to such “agent’s message”other agent or agents as may be appointed by Finisar, together with such letter of transmittal, duly executed, the holder of such Book Entry Shares Certificate shall be entitled to receive in exchange therefor (A) a certificate representing the number of whole shares of Parent Finisar Common Stock, if any, Stock to which the aggregate number of Company Common Stock previously represented by such Book Entry Shares shall have been converted holder is entitled pursuant to Section 2.01(c2.1(b) into the right to receive, and the Book Entry Shares (B) cash (without interest) in lieu of fractional shares as provided in Section 2.2(f). The Certificate so surrendered shall forthwith immediately be canceledcancelled. In the event of a transfer of ownership of Company Optium Common Stock that which is not registered in the transfer records of Optium, a certificate representing the Company, payment may be made and proper number of shares of Finisar Common Stock to which the registered holder is entitled may be issued to a Person other than transferee if the Person in whose name Certificate representing such Optium Common Stock is presented to the Book Entry Shares so surrendered is registered if Exchange Agent, accompanied by all documents required to evidence and effect such Book Entry Shares shall be in proper form for transfer and the Person requesting such payment shall pay by evidence that any applicable stock transfer or other taxes required by reason of the payment to a Person other than the registered holder of such Book Entry Shares or establish to the satisfaction of Parent that such tax has have been paid or is not applicablepaid. Subject to the last sentence of Section 2.02(c), until Until surrendered as contemplated by this Section 2.02(b)2.2, each Book Entry Share Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration into which the Company certificate representing shares of Finisar Common Stock theretofore represented (and cash in lieu of any fractional shares of Finisar Common Stock as contemplated by such Book Entry Share have been converted pursuant to this Section 2.012.2).

Exchange Procedures. The Promptly following the Effective Time and in any event not later than five Business Days following the Effective Time, Parent or the Surviving Corporation Company shall instruct cause the Exchange Agent to provide, mail to each Person who was a shareholder of the Company as soon as reasonably practicable after of immediately prior to the Effective Time, to each holder (i) a letter of record of a non-certificated shares transmittal (which shall be in such form and have such other provisions as the parties may reasonably specify at least three Business Days before the Effective Time), and (ii) instructions for use in effecting the surrender of Company Common Stock represented by book entry (“Book Entry Shares”) that immediately before Shares in exchange for the Merger Consideration. Following the Effective Time represented outstanding shares Time, upon surrender of title to the Company Common Stock whose shares were converted into Shares previously held by a shareholder of the right to receive Merger Consideration pursuant to Company in accordance with this Section 2.02(c)3.2, an “agent’s message” in customary form (it being understood that the holders together with such letter of Book Entry Shares will be deemed to have surrendered such Book Entry Shares upon receipt of an “agent’s message” or transmittal duly executed and such other evidence, if any, documents as the Exchange Agent may reasonably request). Upon receipt of such “agent’s message”require, the a holder of such Book Entry Company Common Shares shall be entitled to receive in exchange therefor the (A) a certificate or book-entry representing that number of whole shares of Parent Common Stock, if any, Shares (rounded down) which the aggregate number of Company Common Stock previously represented by such Book Entry Shares shall have been converted pursuant to Section 2.01(c) into shareholder has the right to receivereceive in respect of all Company Common Shares then held by such shareholder, (B) any cash in lieu of fractional shares that such shareholder has the right to receive under Section 3.2(e) and (C) the amount of the Cash Consideration which such shareholder has the right to receive in respect of the Company Common Shares then held by such shareholder of the Company, and the Book Entry Shares so any Company Certificate surrendered in respect thereof, shall forthwith be canceledmarked as cancelled. In the event of a transfer of ownership of Company Common Stock Shares that is not registered in the transfer records of the Company, payment may be made and shares a certificate or book-entry representing the proper number of Parent Shares may be issued to a Person other than transferee if the Person in whose name the Book Entry Company Certificate representing such Company Common Shares so surrendered (if any) is registered if such Book Entry Shares shall be in proper form for transfer and the Person requesting such payment shall pay any transfer or other taxes required by reason of the payment to a Person other than the registered holder of such Book Entry Shares or establish presented to the satisfaction of Parent Exchange Agent, accompanied by documents normally required to evidence and effect such transfer (reasonably satisfactory to Parent) and by reasonable evidence that such tax has been paid or is not applicable. Subject to the last sentence of Section 2.02(c), until surrendered as contemplated by this Section 2.02(b), each Book Entry Share shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration into which the Company Common Stock theretofore represented by such Book Entry Share applicable stock transfer taxes have been converted pursuant to Section 2.01paid.

Exchange Procedures. The Surviving Corporation shall instruct the Exchange Agent to provide, as (i) As soon as reasonably practicable after the Effective Time, but no later than five (5) business days thereafter, Parent shall cause to be mailed to each holder of record of a non-certificated shares of Company Common Stock represented by book entry certificate or certificates (each, a “Book Entry SharesCertificate”, and collectively, the “Certificates”) that immediately before prior to the Effective Time represented outstanding shares of Company Common Stock Capital Stock, whose shares were converted into the right to receive Merger Consideration cash pursuant to Section 2.02(c1.6(a), an “agent’s message” (1) a letter of transmittal in customary form as Parent and the Company may reasonably specify prior to the Closing (it being understood which letter shall specify that the holders delivery shall be effected, and risk of Book Entry Shares will be deemed loss and title to have surrendered such Book Entry Shares a Certificate shall pass, only upon receipt of an “agent’s message” such Certificate by the Paying Agent), and (2) instructions for surrendering of the Certificates in exchange for cash. (ii) Upon surrender of a Certificate to the Paying Agent or to such other evidenceagent or agents as may be appointed by Parent, if anytogether with such letter of transmittal, as duly completed and validly executed in accordance with the Exchange Agent may reasonably request). Upon receipt of such “agent’s message”instructions thereto, the holder of such Book Entry Shares Certificate shall be entitled to receive in exchange therefor the number of whole shares of Parent Common Stock, if any, which the aggregate number of Company Common Stock previously represented by such Book Entry Shares shall have been converted a cash payment pursuant to Section 2.01(c) into the right to receive1.6(a), and the Book Entry Shares without interest by check or wire transfer of same-day funds (if so surrendered shall forthwith be canceledrequested). In the event of a transfer of ownership of shares of Company Common Capital Stock that is not registered in the transfer records of the Company, payment pursuant to Section 1.6(a) may be made to such a transferee if the Certificate formerly representing such Shares is presented to the Paying Agent, accompanied by all documents required to evidence and shares may be issued to a Person other than the Person in whose name the Book Entry Shares so surrendered is registered if effect such Book Entry Shares shall be in proper form for transfer and to evidence to the Person requesting such payment shall pay any transfer or other taxes required by reason reasonable satisfaction of the payment to a Person other than the registered holder of such Book Entry Shares or establish to the satisfaction of Parent Surviving Corporation that such tax has any applicable stock transfer Taxes have been paid or is are not applicable. Subject . (iii) In the event that any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of such fact by a stockholder of the Company (a “Company Stockholder”) claiming such Certificate to be lost, stolen or destroyed, the last sentence Paying Agent will pay such Company Stockholder in exchange for such lost, stolen or destroyed Certificate, that amount of Section 2.02(c), until surrendered as contemplated by this Section 2.02(b), each Book Entry Share cash that such Company Stockholder shall be deemed at any time after the Effective Time to represent only the right entitled to receive upon such surrender the Merger Consideration into which the Company Common Stock theretofore represented by such Book Entry Share have been converted pursuant to Section 2.011.6(a). When authorizing such payment in exchange therefor, the Paying Agent may, in its discretion and as a condition precedent to the issuance thereof, require the owner of such lost, stolen or destroyed Certificate to give the Paying Agent a reasonable form of bond as indemnity, as it shall direct in accordance with (and amounts prescribed by) its customary practices, policies and procedures, against any claim that may be made against the Paying Agent with respect to the Certificate alleged to have been lost, stolen or destroyed. As a further condition to payment with respect to any Certificate that shall have been lost, stolen or destroyed, Parent may require such Company Stockholder to whom payment is to be made to agree in writing to indemnify and hold harmless Parent with respect to any loss or expense incurred by Parent as a result of the loss, theft or destruction of such Certificate.

Exchange Procedures. The Surviving Corporation shall instruct the Exchange Agent to provide, as As soon as reasonably practicable after the Effective Time, the Surviving Corporation shall cause the Exchange Agent to mail to each holder of record of a non-certificated shares of Company Common Stock represented by book entry (“Book Entry Shares”) that certificate or certificates which immediately before prior to the Effective Time represented outstanding shares of Company Common Stock (the "Certificates") whose shares were converted into the right to receive Merger Consideration pursuant to Section 2.02(c), an “agent’s message” in customary form (it being understood that the holders of Book Entry Shares will be deemed to have surrendered such Book Entry Shares upon receipt of an “agent’s message” or such other evidence, if any, as the Exchange Agent may reasonably request). Upon receipt of such “agent’s message”, the holder of such Book Entry Shares shall be entitled to receive in exchange therefor the number of whole shares of Parent Common Stock, if any, which the aggregate number of Company Common Stock previously represented by such Book Entry Shares shall have been are converted pursuant to Section 2.01(c) into the right to receivereceive the Merger Price (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Book Entry Shares Certificates shall pass, only upon delivery of the Certificates to the Exchange Agent and shall be in such form and have such other provisions as the Surviving Corporation may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the Merger Price. Upon surrender of a Certificate for cancellation to the Exchange Agent, together with such letter of transmittal duly executed and completed in accordance with its terms, the holder of such Certificate shall be entitled to receive in exchange therefor a check representing the Merger Price per share of Company Common Stock represented thereby which such holder has the right to receive pursuant to the provisions of this Article II, 46 8 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, payment may be made and shares the Merger Price may be issued to a Person other than transferee if the Person in whose name Certificate representing such Company Common Stock is presented to the Book Entry Shares so surrendered is registered if Exchange Agent accompanied by all documents required to evidence and effect such Book Entry Shares shall be in proper form for transfer and the Person requesting such payment shall pay by evidence that any applicable stock transfer or other taxes required by reason of the payment to a Person other than the registered holder of such Book Entry Shares or establish to the satisfaction of Parent that such tax has have been paid or is not applicablepaid. Subject to the last sentence of Section 2.02(c), until Until surrendered as contemplated by this Section 2.02(b), each Book Entry Share Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration into which the Price per share of Company Common Stock theretofore represented thereby as contemplated by such Book Entry Share have been converted pursuant to Section 2.01.this Article II. (c)

Exchange Procedures. The Surviving Corporation shall instruct the Exchange Agent to provide, as As soon as reasonably practicable after the Effective TimeTime but in any event not later than five Business Days thereafter, the Surviving Corporation shall cause the Exchange Agent to mail to each holder of record of a non-certificated shares of Company Common Stock represented by book entry (“Book Entry Shares”) that certificate or certificates which immediately before prior to the Effective Time represented outstanding shares Shares (the “Certificates”) and each holder of Company Common Stock record of Uncertificated Shares, in each case whose shares Shares were converted into the right to receive Merger the Transaction Consideration pursuant to Section 2.02(c2.1(b)(i): (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates or the Uncertificated Shares shall pass, only upon delivery of the Certificates or the transfer of the Uncertificated Shares to the Exchange Agent and shall be in such form and have such other provisions as Parent may reasonably specify), an “agent’s message” ; and (ii) instructions for use in customary form (it being understood surrendering the Certificates or transfer of the Uncertificated Shares in exchange for the Transaction Consideration. Each holder of record of Shares that have been converted into the holders of Book Entry Shares right to receive the Transaction Consideration will be deemed entitled to have surrendered receive the Transaction Consideration in respect of the Company Common Stock represented by a Certificate or Uncertificated Share, upon (x) surrender of a Certificate for cancellation to the Exchange Agent, together with such Book Entry Shares upon letter of transmittal, duly executed, and such other documents as may reasonably be required by the Exchange Agent, or (y) 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. Upon receipt payment of such “agent’s message”, the holder of such Book Entry Shares shall be entitled to receive in exchange therefor the number of whole shares of Parent Common Stock, if any, which the aggregate number of Company Common Stock previously represented by such Book Entry Shares shall have been converted Transaction Consideration pursuant to Section 2.01(c) into the right to receiveprovisions of this ARTICLE 2, and the Book Entry Shares each Certificate or Uncertificated Share so surrendered shall or transferred will 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, payment may be made and shares may be issued to a Person other than the Person in whose name the Book Entry Shares so surrendered is registered if such Book Entry Shares shall be in proper form for transfer and the Person requesting such payment shall pay any transfer or other taxes required by reason of the payment to a Person other than the registered holder of such Book Entry Shares or establish to the satisfaction of Parent that such tax has been paid or is not applicable. Subject to the last sentence of Section 2.02(c), until surrendered as contemplated by this Section 2.02(b), each Book Entry Share shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration into which the Company Common Stock theretofore represented by such Book Entry Share have been converted pursuant to Section 2.01.

Exchange Procedures. The Surviving Corporation (a) As promptly as practicable after the Second Merger Effective Time, Rocket shall instruct cause the Exchange Agent to provide, as soon as reasonably practicable after the Effective Time, send to each holder of record of a non-certificated shares the RHI Shares as of Company Common Stock represented by book entry (“Book Entry Shares”) that immediately before prior to the First Merger Effective Time represented outstanding shares of Company Common Stock whose shares that were converted pursuant to Section 2.7 into the right to receive the Merger Consideration pursuant (i) a letter of transmittal substantially in the form attached hereto as Exhibit E (the “Letter of Transmittal”) and (ii) instructions for use in effecting the surrender of the RHI Certificates. (b) Upon (i) surrender of a RHI Certificate to Section 2.02(c), an “agent’s message” in customary form (it being understood that the holders of Book Entry Shares will be deemed to have surrendered such Book Entry Shares upon receipt of an “agent’s message” or such other evidence, if any, as the Exchange Agent may reasonably request). Upon receipt together with a Letter of such “agent’s message”Transmittal, duly completed and validly executed, (ii) expiration or termination of any applicable waiting period applicable to the holder of RHI Shares that holds such Book Entry Shares RHI Certificate under the HSR Act and (iii) such other documents as may reasonably be required by the Exchange Agent, Rocket shall be entitled cause the Exchange Agent to, as promptly as practicable, (A) credit to receive such holder in exchange therefor the stock ledger and other appropriate books and records of Rocket the number of whole shares of Parent Common Stock, if any, which the aggregate number of Company Rocket Class L Common Stock previously represented by to which such Book Entry Shares shall have been converted holder is entitled pursuant to Section 2.01(c) into the right to receive2.7, and (B) pay and deliver to such holder a check in the Book Entry amount of the cash in lieu of any fractional shares of Rocket Class L Common Stock payable pursuant to Section 4.5 together with any dividends or other distributions to which such RHI Shares so surrendered shall forthwith be canceled. become entitled in accordance with Section 4.3. (c) In the event of a transfer of ownership of Company Common Stock RHI Shares that is not registered in the transfer records of RHI, any shares of Rocket Class L Common Stock to be credited upon, and any cash to be paid upon, due surrender of the CompanyRHI Certificate formerly representing such RHI Shares, payment Rocket may be made and direct the Exchange Agent to credit or pay such shares or cash, as the case may be issued be, to such a Person other than the Person in whose name the Book Entry Shares so surrendered is registered transferee only if such Book Entry Shares shall be in proper form for RHI Certificate are presented to the Exchange Agent, accompanied by all documents required to evidence and effect such transfer and the Person requesting such payment shall pay any transfer or other taxes required by reason of the payment to a Person other than the registered holder of such Book Entry Shares or establish evidence to the satisfaction of Parent Rocket and the Exchange Agent that such tax has any applicable stock transfer or similar Taxes have been paid or is are not applicable. Subject to the last sentence of Section 2.02(c), until . (d) Until surrendered as contemplated by this Section 2.02(b)4.2, each Book Entry Share shall be deemed RHI Certificate shall, at any time after the Second Merger Effective Time to Time, represent only the right to receive upon such surrender the Merger Consideration into which the Company Common Stock theretofore RHI Shares represented by such Book Entry Share RHI Certificates have been converted pursuant to this Agreement, together with any dividends or other distributions to which such RHI Certificates become entitled in accordance with Section 2.014.3.

Exchange Procedures. The Surviving Corporation shall instruct the Exchange Agent to provide, as (a) As soon as reasonably practicable after the Effective Time, the Paying Agent shall mail to each holder of record of a non-certificated shares of Company Common Stock represented by book entry (“Book Entry Shares”) that Certificate or Certificates that, immediately before prior to the Effective Time Time, represented outstanding shares of Company Common Stock whose shares were Shares subsequently converted into the right to receive the Merger Consideration pursuant Consideration, as set forth in Section 1.4: (i) a letter of transmittal (a "Letter of Transmittal") that (A) shall specify that delivery shall be effected and risk of loss and title to the Certificates shall pass only upon proper delivery of the Certificates to the Paying Agent (or an affidavit of loss in lieu thereof, together with any bond or indemnity agreement, as contemplated by Section 2.02(c), an “agent’s message” 2.6) and (B) shall be in customary such form (it being understood that the holders of Book Entry Shares will be deemed to and have surrendered such Book Entry Shares upon receipt of an “agent’s message” or such other evidence, if any, provisions as the Exchange Agent Surviving Corporation may reasonably request). specify; and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the applicable Merger Consideration. (b) Upon receipt surrender of such “agent’s message”a Certificate for cancellation to the Paying Agent, together with a Letter of Transmittal, duly completed and executed, and any other documents reasonably required by the Paying Agent or the Surviving Corporation, (i) the holder of such Book Entry Shares Certificate shall be entitled to receive in exchange therefor a check representing the number applicable amount of whole shares of Parent Common Stock, if any, which cash that such holder has the aggregate number of Company Common Stock previously represented by such Book Entry Shares shall have been converted right to receive pursuant to Section 2.01(c1.4 and (ii) into the right to receive, and the Book Entry Shares Certificate so surrendered shall forthwith be canceled. In No interest will be paid or accrued on the event of a transfer of ownership of Company Common Stock that is not registered in the transfer records cash payable upon surrender of the Company, payment may be made and shares may be issued to a Person other than the Person in whose name the Book Entry Shares so surrendered is registered if such Book Entry Shares shall be in proper form for transfer and the Person requesting such payment shall pay any transfer or other taxes required by reason of the payment to a Person other than the registered holder of such Book Entry Shares or establish to the satisfaction of Parent that such tax has been paid or is not applicableCertificates. Subject to the last sentence of Section 2.02(c), until Until surrendered as contemplated by this Section 2.02(b)2.2, each Book Entry Share such 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. (c) In the event of a transfer of ownership of Shares that is not registered in the transfer records of the Company, the appropriate amount of the Merger Consideration into which may be paid to a transferee if the Company Common Stock theretofore represented Certificate representing such Shares is presented to the Paying Agent properly endorsed or accompanied by appropriate stock powers and otherwise in proper form for transfer and accompanied by all documents reasonably required by the Paying Agent to evidence and effect such Book Entry Share transfer and to evidence that any applicable Taxes have been converted pursuant to Section 2.01paid.

Exchange Procedures. The Surviving Corporation shall instruct (a) Upon the Exchange Agent terms and subject to providethe conditions set forth in this Article XII and the other provisions of this Agreement, as soon as reasonably practicable after the Effective Time, to each holder expiration of record of a non-certificated shares of Company Common Stock represented by book entry (“Book Entry Shares”) that immediately before the period commencing on the Effective Time represented outstanding and ending on the date that is six (6) months following the Effective Time (the “Lock-Up Period”), each Member (other than PubCo) shall be entitled, not more than once per month, to cause the Company to effect an Exchange at least equal to or exceeding the Minimum Exchange Amount, by delivering an Exchange Notice to the Company with a copy to PubCo. Each Exchange Notice shall be in the form set forth on Exhibit A and shall include all information required to be included therein. In the event that an Exchange is being exercised in order to participate in a Piggyback Registration, the Exchange Notice Date shall be prior to the expiration of the time period in which a holder of securities is required to notify PubCo that it wishes to participate in such Piggyback Registration in accordance with the Registration Rights Agreement. (b) Solely in connection with an Exchange that coincides with a substantially concurrent public offering or private sale of Class A Common Stock, within five (5) Business Days of the giving of an Exchange Notice, the Managing Member may elect to cause the Company to settle all or a portion of the Exchange in cash in an amount equal to the Cash Exchange Payment (in lieu of shares of Class A Common Stock), exercisable by giving written notice of such election to the Exchanging Member within such five (5) Business Day period (such notice, the “Cash Exchange Notice”). The Cash Exchange Notice shall set forth the portion of the Exchanged Units which shall be redeemed for cash in lieu of Class A Common Stock. To the extent such Exchange relates to the exercise of the Exchanging Member’s registration rights under the Registration Rights Agreement, PubCo and the Company shall cooperate in good faith with such Exchanging Member to exercise such Exchange in a manner which preserves such Exchanging Member’s rights thereunder. At any time following the giving of a Cash Exchange Notice and prior to the Exchange Date, the Managing Member may elect (exercisable by giving written notice of such election to the Exchanging Member) to revoke the Cash Exchange Notice with respect to all or any portion of the Exchanged Units and to cause the Company to redeem such Exchanged Units on the Exchange Date for the Stock Exchange Payment. For the avoidance of doubt, the Company shall have no obligation to make a Cash Exchange Payment that exceeds the cash contributed to the Company by PubCo from PubCo’s offering or sales of Class A Common Stock whose shares were converted into referenced in this Section 12.1(b). (c) In the right event the Managing Member does not timely give a Cash Exchange Notice (or revokes a Cash Exchange Notice in accordance with the foregoing Section 12.1(b)), the Exchanging Member may, if and only if any Exchange Condition exists, elect to receive Merger Consideration pursuant (x) retract its Exchange Notice or (y) delay the consummation of an Exchange, in each case, exercisable by giving written notice of such election to Section 2.02(cthe Managing Member within two (2) Business Days of the occurrence of an Exchange Condition and in any event no later than one (1) Business Day prior to the Exchange Date (such notice under clause (y), an “agent’s message” in customary form Exchange Delay Notice”); provided that any such notice must specify the particular Exchange Condition giving rise to such election. The giving of any notice pursuant to clause (it being understood that x) shall terminate all of the holders of Book Entry Shares will be deemed to have surrendered such Book Entry Shares upon receipt of an “agent’s message” or such other evidence, if any, as the Exchange Agent may reasonably request). Upon receipt of such “agent’s message”Exchanging Member’s, the holder of such Book Entry Shares shall be entitled to receive in exchange therefor the number of whole shares of Parent Common Stock, if any, which the aggregate number of Company Common Stock previously represented by such Book Entry Shares shall have been converted pursuant to Section 2.01(c) into the right to receive, Managing Member’s and the 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, payment may be made ’s rights and shares may be issued to a Person other than the Person in whose name the Book Entry Shares so surrendered is registered if obligations under this Article XII arising from such Book Entry Shares shall be in proper form for transfer and the Person requesting such payment shall pay any transfer or other taxes required by reason of the payment to a Person other than the registered holder of such Book Entry Shares or establish to the satisfaction of Parent that such tax has been paid or is not applicable. Subject to the last sentence of Section 2.02(c), until surrendered as contemplated by this Section 2.02(b), each Book Entry Share shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration into which the Company Common Stock theretofore represented by such Book Entry Share have been converted pursuant to Section 2.01retracted Exchange Notice.

Exchange Procedures. The Surviving Corporation shall instruct the Exchange Agent to provide, as As soon as reasonably practicable after the Effective Time, Parent shall cause the Exchange Agent to mail to each holder of record of a non-certificated shares of Company Common Stock represented by book entry (“Book Entry Shares”) that certificate or certificates which immediately before prior to the Effective Time represented outstanding shares of Company Common Stock (the "Certificates") whose shares were converted into the right to receive Merger Consideration pursuant to Section 2.02(c), an “agent’s message” in customary form (it being understood that the holders of Book Entry Shares will be deemed to have surrendered such Book Entry Shares upon receipt of an “agent’s message” or such other evidence, if any, as the Exchange Agent may reasonably request). Upon receipt of such “agent’s message”, the holder of such Book Entry Shares shall be entitled to receive in exchange therefor the number of whole shares of Parent Common Stock, if any, which the aggregate number of Company Common Stock previously represented by such Book Entry Shares shall have been are converted pursuant to Section 2.01(c) into the right to receivereceive shares of Parent Common Stock (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Agent and shall be in such form and have such other provisions as Parent may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for certificates representing shares of Parent Common Stock and cash in lieu of fractional shares. Upon surrender of a Certificate for cancellation to the Exchange Agent, together with such letter of transmittal duly executed and completed in accordance with its terms, the holder of such Certificate shall be entitled to receive in exchange therefor a certificate representing that number of whole shares of Parent Common Stock, plus the cash amount payable in lieu of fractional shares in accordance with Section 2.02(e), which such holder has the right to receive pursuant to the provisions of this Article II, and the Book Entry Shares 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, payment may be made and a certificate representing that number of whole shares of Parent Common Stock, plus the cash amount payable in lieu of fractional shares in accordance with Section 2.02(e), may be issued to a Person other than transferee if the Person in whose name Certificate representing such Company Common Stock is presented to the Book Entry Shares so surrendered is registered if Exchange Agent accompanied by all documents required to evidence and effect such Book Entry Shares shall be in proper form for transfer and the Person requesting such payment shall pay by evidence that any applicable stock transfer or other taxes required by reason of the payment to a Person other than the registered holder of such Book Entry Shares or establish to the satisfaction of Parent that such tax has have been paid or is not applicablepaid. Subject to the last sentence of Section 2.02(c), until Until surrendered as contemplated by this Section 2.02(b), each Book Entry Share 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 the Merger Consideration number of shares of Parent Common Stock into which the number of shares of Company Common Stock theretofore represented by such Book Entry Share shown thereon have been converted pursuant to Section 2.01as contemplated by this Article II.

Exchange Procedures. The Surviving Corporation shall instruct the Exchange Agent to provide, as As soon as reasonably practicable after the Effective Time, the Exchange Agent shall mail to each record holder of record of a non-certificated shares of Company Common Stock represented by book entry (“Book Entry Shares”) that immediately before FTX Certificate at the Effective Time represented outstanding shares a letter of Company Common Stock whose shares were converted into the right transmittal (which shall specify that delivery shall be effected, and risk of loss and title to receive Merger Consideration pursuant FTX Certificates shall pass, only upon actual delivery thereof to Section 2.02(c), an “agent’s message” in customary form (it being understood that the holders of Book Entry Shares will be deemed to have surrendered such Book Entry Shares upon receipt of an “agent’s message” or such other evidence, if any, as the Exchange Agent may reasonably requestand shall contain instructions for use in effecting the surrender of FTX Certificates in exchange for the property described in the next sentence). Upon receipt surrender for cancellation to the Exchange Agent of such “agent’s message”, the FTX Certificate(s) held by any record holder of a FTX Certificate, together with such Book Entry Shares letter of transmittal duly executed, such holder shall be entitled to receive in exchange therefor a IGL Stock Certificate, a Newco Stock Certificate and a IGL Warrant Certificate representing, respectively, the number of whole shares of Parent IGL Common Stock, if any, which the aggregate number of Company whole shares of Newco Common Stock previously and the number of whole IGL Warrants into which FTX Common Shares represented by such Book Entry Shares the surrendered FTX Certificate(s) shall have been converted at the Effective Time pursuant to this Article I, cash in lieu of any fractional share of IGL Common Stock or Newco Common Stock or any fractional IGL Warrant in accordance with Section 2.01(c1.8 and any dividends and other distributions in accordance with Section 1.7; and FTX Certificate(s) into the right to receive, and the Book Entry Shares so surrendered shall forthwith be canceled. In the event any FTX Certificate(s) shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming such Certificate(s) to be lost, stolen or destroyed and, if reasonably required by IGL or the Surviving Corporation, upon the posting by such person of a transfer of ownership of Company Common Stock bond in such amount as IGL or the Surviving Corporation may reasonably direct as indemnity against any claim that is not registered in the transfer records of the Company, payment may be made and shares may against it with respect to such Certificate(s), the Exchange Agent will issue in respect to such lost, stolen or destroyed Certificate(s), the consideration to be issued to a Person other than the Person in whose name the Book Entry Shares so surrendered is registered if such Book Entry Shares shall be in proper form for transfer and the Person requesting such payment shall pay any transfer or other taxes required received by reason virtue of the payment Merger with respect to a Person other than the registered holder of such Book Entry FTX Common Shares or establish to the satisfaction of Parent that such tax has been paid or is not applicable. Subject to the last sentence of Section 2.02(c), until surrendered as contemplated by this Section 2.02(b), each Book Entry Share shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration into which the Company Common Stock theretofore represented by such Book Entry Share have been converted pursuant to Section 2.01thereby.

Exchange Procedures. The Surviving Corporation shall instruct the Exchange Agent to provide, as As soon as reasonably practicable after the Effective Time, the Exchange Agent shall mail to each holder of record of a non-certificated shares of Company Common Stock represented by book entry (“Book Entry Shares”) that certificate or certificates which immediately before prior to the Effective Time represented outstanding shares of Company EFTC Common Stock (collectively, the "Certificates") whose shares were converted pursuant to Section 2.1 into the right to receive Merger Consideration pursuant shares of Parent Common Stock (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to Section 2.02(c)the Certificates shall pass, an “agent’s message” only upon delivery of the Certificates to the Exchange Agent and shall be in customary such form (it being understood that the holders of Book Entry Shares will be deemed to and have surrendered such Book Entry Shares upon receipt of an “agent’s message” or such other evidenceprovisions as EFTC and TBF II may reasonably specify) and (ii) instructions for effecting the surrender of the Certificates in exchange for certificates representing shares of Parent Common Stock (plus cash in lieu of fractional shares, if any, of Parent Common Stock as provided below). As soon as practicable after the Effective Time, Parent will cause the Exchange Agent may reasonably request)to issue a certificate to TBF III for the shares of Parent Common Stock issuable in conversion of the TBF II Units pursuant to Section 2.2. Upon receipt surrender of a Certificate for cancellation to the Exchange Agent or to such “agent’s message”other agent or agents as may be appointed by Parent, together with such letter of transmittal, duly executed, the holder of such Book Entry Shares Certificate shall be entitled to receive in exchange therefor the a certificate representing that number of whole shares of Parent Common Stock, if any, which the aggregate number amount of Company any cash payable in lieu of fractional shares of Parent Common Stock previously represented by and an amount equal to certain dividends and other distributions which such Book Entry Shares shall have been converted pursuant to Section 2.01(c) into holder has the right to receivereceive pursuant to the provisions of this Article II, and the Book Entry Shares Certificate so surrendered shall forthwith immediately be canceledcancelled. In the event of a transfer of ownership of Company EFTC Common Stock that prior to the Effective Time which is not registered in the transfer records of EFTC a certificate representing the Company, payment may be made number of shares of Parent Common Stock issuable and shares any amounts payable in accordance with this Agreement may be issued and paid to a Person other than transferee if the Person in whose name Certificate representing such EFTC Common Stock is presented to the Book Entry Shares so surrendered is registered if Exchange Agent, accompanied by all documents required to evidence and effect such Book Entry Shares shall be in proper form for transfer and the Person requesting such payment shall pay by evidence that any applicable stock transfer or other taxes required by reason of the payment to a Person other than the registered holder of such Book Entry Shares or establish to the satisfaction of Parent that such tax has been paid or is not applicable. Subject to the last sentence of Section 2.02(c), until surrendered as contemplated by this Section 2.02(b), each Book Entry Share shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration into which the Company Common Stock theretofore represented by such Book Entry Share have been converted pursuant to Section 2.01paid.

Exchange Procedures. The Surviving Corporation As soon as practicable, after the Merger I Effective Time, Parent shall instruct and cause the Exchange Agent to providemail to each record holder, as soon as reasonably practicable after of the Merger I Effective Time, of (i) an outstanding Certificate that immediately prior to each holder the Merger I Effective Time represented shares of record Company Common Stock or (ii) Book-Entry Shares (x) a letter of a nontransmittal (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 in the case of Book-certificated Entry Shares, upon adherence to the procedures set forth in the letter of transmittal, and shall be in customary form and agreed to by Parent and the Company prior to the Merger I Effective Time) and (y) instructions for use in effecting the surrender of the Certificates or Book-Entry Shares in exchange for the Merger Consideration payable in respect of the shares of Company Common Stock represented by book entry (“Book such Certificates or Book-Entry Shares”) that immediately before the Effective Time represented outstanding shares . Upon surrender of Company Common Stock whose shares were converted into the right to receive Merger Consideration pursuant to Section 2.02(c), an “agent’s message” in customary form (it being understood that the holders of Book a Certificate or Book-Entry Shares will be deemed for cancellation to have surrendered such Book Entry Shares upon receipt of an “agent’s message” or such other evidence, if any, as the Exchange Agent together with such letter of transmittal, properly completed and duly executed, and such other documents as may reasonably request). Upon receipt of be required pursuant to such “agent’s message”instructions, the holder of such Book Certificate or Book-Entry Shares shall be entitled to receive in exchange therefor (A) one or more Parent Depositary Shares (which shall be in uncertificated book-entry form unless a physical certificate is requested) representing, in the aggregate, the whole number of whole Parent Depositary Shares that such holder has the right to receive pursuant to Section 1.6 (after taking into account all shares of Parent Common Stock, if any, which the aggregate number of Company Common Stock previously represented then held by such Book Entry Shares shall have been converted holder) and (B) a check in the amount equal to the aggregate amount of cash that such holder has the right to receive pursuant to Section 2.01(c1.6 and this Article II, including cash payable in lieu of any fractional Parent Depositary Shares pursuant to Section 2.1(e) into the right and dividends and other distributions pursuant to receiveSection 2.1(c). No interest shall be paid or accrued on any Merger Consideration, cash in lieu of fractional shares or on any unpaid dividends and the Book distributions payable to holders of Certificates or Book-Entry Shares so surrendered shall forthwith be canceledShares. 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, payment the Merger Consideration payable in respect of such shares of Company Common Stock may be made and shares may be issued paid to a Person other than transferee if the Person in whose name Certificate representing such shares of Company Common Stock is presented to the Book Entry Shares so surrendered is registered if Exchange Agent, accompanied by all documents required to evidence and effect such Book Entry Shares shall be in proper form for transfer and the Person requesting such payment exchange shall pay to the Exchange Agent in advance any transfer or other taxes Taxes required by reason of the payment to a Person delivery of the Merger Consideration in any name other than that of the registered holder of such Book Entry Shares the Certificate surrendered, or shall establish to the satisfaction of Parent the Exchange Agent that such tax has Taxes have been paid or is are not applicablepayable. Subject to the last sentence of Section 2.02(c), until Until surrendered as contemplated by this Section 2.02(b)2.1, each Book Certificate or Book-Entry Share shall be deemed at any time after the Merger I Effective Time to represent only the right to receive upon such surrender the Merger Consideration into which payable in respect of the shares of Company Common Stock theretofore represented by such Book Certificate or Book-Entry Share have been converted Share, cash in lieu of any fractional Parent Depositary Shares to which such holder is entitled pursuant to Section 2.012.1(e) and any dividends or other distributions to which such holder is entitled pursuant to Section 2.1(c).

Exchange Procedures. The Surviving Corporation shall instruct the Exchange Agent to provide, as As soon as reasonably practicable after the Effective TimeTime and in any event within three (3) Business Days following the Closing Date, the Surviving Corporation or Parent shall cause the Paying Agent to mail to each holder of record of a non-certificated Certificate whose shares of Company Common Stock represented by book entry (“Book Entry Shares”) that immediately before the Effective Time represented outstanding shares of Company Common Stock whose shares were converted into the right to receive the Merger Consideration pursuant to Section 2.02(c2.01(c), (i) a form of letter of transmittal (which shall include an accompanying IRS Form W-9 or the applicable IRS Form W-8, shall specify that delivery shall be effected and risk of loss and title to the Certificates held by such person shall pass only upon proper delivery of the Certificates to the Paying Agent, and shall be in a customary form and have such other customary provisions as Parent may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the Merger Consideration. Notwithstanding the foregoing, any holder of shares of Company Common Stock held in book-entry form shall not be required to deliver a Certificate or an executed letter of transmittal to receive the Merger Consideration pursuant to Section 2.01(c) in respect thereof and shall, upon receipt of an “agent’s message” in customary form at the Effective Time (it being understood that the holders of Book Entry Shares will be deemed to have surrendered such Book Entry Shares upon receipt of an “agent’s message” or such other customary evidence, if any, as the Exchange Paying Agent may reasonably request)) be deemed to have surrendered the Certificate with respect to such shares of Company Common Stock held in book-entry form. Upon receipt surrender (or deemed surrender) of a Certificate for cancelation to the Paying Agent or to such “agent’s message”other agent or agents as may be appointed by P▇▇▇▇▇, together with such letter of transmittal, duly completed and validly executed, as applicable, and such other documents as may reasonably be required by the Paying Agent, the holder of such Book Entry Shares Certificate shall be entitled to receive in exchange therefor the number amount of whole shares of Parent Common Stock, if any, which cash equal to the aggregate number of Company Common Stock previously represented by Merger Consideration that such Book Entry Shares shall have been converted holder has the right to receive pursuant to Section 2.01(c) into the right to receive), and the Book Entry Shares 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 stock transfer records books of the Company, payment of the Merger Consideration in exchange therefor may be made and shares may be issued to a Person person other than the Person person in whose name the Book Entry Shares Certificate so surrendered is registered registered, if such Book Entry Shares Certificate shall be properly endorsed or otherwise be in proper form for transfer transfer, and the Person person requesting such payment shall pay any transfer or other taxes required by reason of the payment to a Person person other than the registered holder of such Book Entry Shares Certificate or establish to the satisfaction of Parent the Surviving Corporation that such tax has been paid or is not applicable. Subject to the last sentence of Section 2.02(c), until surrendered as contemplated by this Section 2.02(b), each Book Entry Share No interest shall be deemed at paid or shall accrue on the cash payable upon surrender of any time after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration into which the Company Common Stock theretofore represented by such Book Entry Share have been converted pursuant to Section 2.01Certificate.

Exchange Procedures. The Surviving Corporation shall instruct the Exchange Agent to provide, as As soon as reasonably practicable after the Effective Time, Parent or the Surviving Corporation shall cause the Paying Agent to mail to each holder of record of a non-certificated shares of Company Common Stock represented by book entry (“Book Entry Shares”) that certificate or certificates which immediately before prior to the Effective Time represented outstanding shares of Company Common Stock whose shares (the “Certificates”) that were converted pursuant to Section 2.1(c) into the right to receive the Merger Consideration pursuant Price (i) a letter of transmittal in a form prepared prior to Section 2.02(c)the Effective Time and reasonably acceptable to the Company (which shall specify that delivery shall be effected, an “agent’s message” and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Paying Agent and shall be in customary such form (it being understood that the holders of Book Entry Shares will be deemed to and have surrendered such Book Entry Shares upon receipt of an “agent’s message” or such other evidence, if any, provisions as the Exchange Agent Parent or the Surviving Corporation may reasonably request)specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the Merger Price. Upon receipt surrender of a Certificate for cancellation to the Paying Agent, together with such “agent’s message”letter of transmittal duly executed and completed in accordance with its terms, the holder of such Book Entry Shares Certificate shall be entitled to receive in exchange therefor a cash payment representing the number of whole shares of Parent Common Stock, if any, which the aggregate number Merger Price for each share of Company Common Stock previously represented by thereby, subject to any applicable withholding tax, which such Book Entry Shares shall have been converted pursuant to Section 2.01(c) into holder has the right to receivereceive pursuant to the provisions of this Article II, and the Book Entry Shares Certificate so surrendered shall forthwith be canceledcancelled. In no event shall the holder of any Certificate be entitled to receive interest on any funds to be received in the Merger, including any interest accrued in respect of the Payment Fund. In the event of a transfer of ownership of Company Common Stock that prior to the Effective Time which is not registered in the transfer records of the Company, payment may be made and shares the Merger Price may be issued to a Person other than transferee if the Person in whose name Certificate representing such Company Common Stock is presented to the Book Entry Shares so surrendered is registered if Paying Agent accompanied by all documents required to evidence and effect such Book Entry Shares shall be in proper form for transfer and the Person requesting such payment shall pay by evidence that any applicable stock transfer or other taxes required by reason of the payment to a Person other than the registered holder of such Book Entry Shares or establish to the satisfaction of Parent that such tax has have been paid or is not applicablepaid. Subject to the last sentence of Section 2.02(c), until Until surrendered as contemplated by this Section 2.02(b2.2(b), each Book Entry Share Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration into Price for each share of Company Common Stock represented thereby as contemplated by this Article II, together with the dividends, if any, which may have been declared by the Company on the Company Common Stock theretofore represented by such Book Entry Share have been converted pursuant to Section 2.01in accordance with the terms of this Agreement and which remain unpaid at the Effective Time. Parent and the Surviving Corporation shall pay all fees and expenses of the Paying Agent in connection with the Payment Fund and the distributions therefrom.

Exchange Procedures. The Surviving Corporation shall instruct the Exchange Agent to provide, as soon as reasonably practicable On or promptly after the Effective Time, SumTotal shall cause the Exchange Agent to deliver to each holder of record of a non-certificated shares of Company Common Stock represented by book entry certificate or certificates (the “Book Entry SharesCertificates”) that which immediately before prior to the Effective Time represented outstanding shares of Company Common Pathlore Capital Stock whose and which shares were converted into the right to receive Merger Consideration pursuant to the applicable consideration set forth in Section 2.02(c)1.7 hereof, an “agent’s message” (i) a letter of transmittal (which shall be in customary and reasonable form (it being understood and shall specify that delivery shall be effected, and risk of loss and title to the holders Certificates shall pass, only upon delivery of Book Entry Shares will be deemed the Certificates to have surrendered such Book Entry Shares upon receipt of an “agent’s message” or such other evidence, if any, as the Exchange Agent may reasonably request)Agent) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the applicable consideration set forth in Section 1.7. Upon receipt surrender of a Certificate for cancellation to the Exchange Agent, together with such “agent’s message”letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, the holder of such Book Entry Shares Certificate shall be entitled to receive in exchange therefor therefore, and SumTotal shall cause the number Exchange Agent to pay, such holder’s portion of whole shares the Merger Consideration as set forth in Section 1.7 hereof less the portion of Parent Common Stock, if any, which (A) the aggregate number of Company Common Stock previously represented by Escrow Amount and (B) the Expense Reimbursement Amount contributed with respect to such Book Entry Shares shall have been converted pursuant to Section 2.01(c) into the right to receiveholder, and the Book Entry Shares 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, payment may be made and shares may be issued to a Person other than the Person in whose name the Book Entry Shares so surrendered is registered if such Book Entry Shares shall be in proper form for transfer and the Person requesting such payment shall pay any transfer or other taxes required by reason of the payment to a Person other than the registered holder of such Book Entry Shares or establish to the satisfaction of Parent that such tax has been paid or is not applicable. Subject to the last sentence of Section 2.02(c), until surrendered As soon as contemplated by this Section 2.02(b), each Book Entry Share shall be deemed at any time practicable after the Effective Time Time, and subject to and in accordance with the provisions of Article VII hereof, SumTotal shall deposit the Escrow Amount with the Escrow Agent. From the Closing and until so surrendered, each outstanding Certificate that, prior to the Effective Time, represented shares of Pathlore Capital Stock will be deemed from and after the Effective Time, for all corporate purposes, to represent only solely the right to receive upon such surrender the Merger Consideration into which the Company Common Stock theretofore represented by such Book Entry Share have been converted pursuant to applicable consideration set forth in Section 2.011.7 hereof.

Exchange Procedures. The Surviving Corporation (i) As promptly as practicable following the Parent Merger Effective Time (but in no event later than two (2) Business Days thereafter), MAA shall instruct cause the Exchange Agent to provide, as soon as reasonably practicable after the Effective Time, mail (and to make available for collection by hand) to each holder of record of a nonCertificate or Book-certificated Entry Share (A) a letter of transmittal (a “Letter of Transmittal”) which shall specify that delivery shall be effected, and risk of loss and title to the Certificates or Book-Entry Shares shall pass only upon proper delivery of the Certificates or Book-Entry Shares (or affidavits of loss in lieu thereof) to the Exchange Agent, which Letter of Transmittal shall be in such form and have such other customary provisions as MAA and Colonial may reasonably agree upon, and (B) instructions for use in effecting the surrender of the Certificates or Book-Entry Shares in exchange for the Merger Consideration into which the number of Colonial Common Shares previously represented by such Certificate or Book-Entry Share shall have been converted pursuant to this Agreement, together with any amounts payable in respect of the Fractional Share Consideration in accordance with Section 3.9 and dividends or other distributions on shares of Company MAA Common Stock represented by book entry in accordance with Section 3.5(d). (“Book ii) Upon surrender of a Certificate or Book-Entry Shares”Share (or affidavit of loss in lieu thereof) that immediately before to the Effective Time represented outstanding shares Exchange Agent, together with a Letter of Company Common Stock whose shares were converted into Transmittal duly completed and validly executed in accordance with the right to receive Merger Consideration pursuant to Section 2.02(c)instructions thereto, an “agent’s message” in customary form (it being understood that the holders of Book Entry Shares will be deemed to have surrendered such Book Entry Shares upon receipt of an “agent’s message” or and such other evidence, if any, documents as may reasonably be required by the Exchange Agent may reasonably request). Upon receipt of such “agent’s message”Agent, the holder of such Book Certificate or Book-Entry Shares Share shall be entitled to receive in exchange therefor the number of whole shares of Parent Merger Consideration for each Colonial Common Stock, if any, which the aggregate number of Company Common Stock previously Share formerly represented by such Book Certificate or Book-Entry Shares shall have been converted Share pursuant to the provisions of this Article III plus any Fractional Share Consideration that such holder has the right to receive pursuant to the provisions of Section 2.01(c3.9 and any amounts that such holder has the right to receive in respect of dividends or other distributions on shares of MAA Common Stock in accordance with Section 3.5(d) into to be mailed or delivered by wire transfer, within two (2) Business Days following the later to occur of (A) the Parent Merger Effective Time or (B) the Exchange Agent’s receipt of such Certificate (or affidavit of loss in lieu thereof), and the Certificate (or affidavit of loss in lieu thereof) so surrendered shall be forthwith cancelled. The Exchange Agent shall accept such Certificates (or affidavits of loss in lieu thereof) upon compliance with such reasonable terms and conditions as the Exchange Agent may impose to effect an orderly exchange thereof in accordance with customary exchange practices. Until surrendered as contemplated by this Section 3.5, each Certificate and Book-Entry Share shall be deemed, at any time after the Parent Merger Effective Time, to represent only the right to receive, and upon such surrender, the Book Merger Consideration as contemplated by this Article III. No interest shall be paid or accrued for the benefit of holders of the Certificates or Book-Entry Shares so surrendered shall forthwith be canceled. on the Merger Consideration or the Fractional Share Consideration payable upon the surrender of the Certificates or Book-Entry Shares and any distributions to which such holder is entitled pursuant to Section 3.5(d) hereof. (iii) In the event of a transfer of ownership of Company Colonial Common Stock Shares that is not registered in the transfer records of the CompanyColonial, payment may be made and shares may be issued to a Person other than the Person in whose name the Book Entry Shares so surrendered is registered if such Book Entry Shares it shall be a condition of payment that any Certificate or Book-Entry Share surrendered in accordance with the procedures set forth in this Section 3.5(c) shall be properly endorsed or shall be otherwise in proper form for transfer transfer, and that the Person requesting such payment shall pay have paid any transfer or Taxes and other taxes Taxes required by reason of the payment of the Merger Consideration to a Person other than the registered holder of such Book the Certificate or Book-Entry Shares Share surrendered or establish shall have established to the reasonable satisfaction of Parent MAA that such tax Tax either has been paid or is not applicable. Subject to the last sentence of Section 2.02(c), until surrendered as contemplated by this Section 2.02(b), each Book Entry Share shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration into which the Company Common Stock theretofore represented by such Book Entry Share have been converted pursuant to Section 2.01.

Exchange Procedures. The Surviving Corporation shall instruct the Exchange Agent to provide, as (a) As soon as reasonably practicable after the Effective Time, the Paying Agent shall mail to each holder of record of a non-certificated shares of Company Common Stock represented by book entry (“Book Entry Shares”) that Certificate or Certificates that, immediately before prior to the Effective Time Time, represented outstanding shares of Company Common Stock whose shares were Shares subsequently converted into the right to receive the Merger Consideration pursuant Consideration, as set forth in Section 1.4: (i) a letter of transmittal (a “Letter of Transmittal”) that (A) shall specify that delivery shall be effected and risk of loss and title to the Certificates shall pass only upon proper delivery of the Certificates to the Paying Agent (or an affidavit of loss in lieu thereof, together with any bond or indemnity agreement, as contemplated by Section 2.02(c), an “agent’s message” 2.6) and (B) shall be in customary such form (it being understood that the holders of Book Entry Shares will be deemed to and have surrendered such Book Entry Shares upon receipt of an “agent’s message” or such other evidence, if any, provisions as the Exchange Agent Surviving Corporation may reasonably request). specify; and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the applicable Merger Consideration. (b) Upon receipt surrender of such “agent’s message”a Certificate for cancellation to the Paying Agent, together with a Letter of Transmittal, duly completed and executed, and any other documents reasonably required by the Paying Agent or the Surviving Corporation, (i) the holder of such Book Entry Shares Certificate shall be entitled to receive in exchange therefor a check representing the number applicable amount of whole shares of Parent Common Stock, if any, which cash that such holder has the aggregate number of Company Common Stock previously represented by such Book Entry Shares shall have been converted right to receive pursuant to Section 2.01(c1.4 and (ii) into the right to receive, and the Book Entry Shares Certificate so surrendered shall forthwith be canceled. In No interest will be paid or accrued on the event of a transfer of ownership of Company Common Stock that is not registered in the transfer records cash payable upon surrender of the Company, payment may be made and shares may be issued to a Person other than the Person in whose name the Book Entry Shares so surrendered is registered if such Book Entry Shares shall be in proper form for transfer and the Person requesting such payment shall pay any transfer or other taxes required by reason of the payment to a Person other than the registered holder of such Book Entry Shares or establish to the satisfaction of Parent that such tax has been paid or is not applicableCertificates. Subject to the last sentence of Section 2.02(c), until Until surrendered as contemplated by this Section 2.02(b)2.2, each Book Entry Share such 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. (c) In the event of a transfer of ownership of Shares that is not registered in the transfer records of the Company, the appropriate amount of the Merger Consideration into which may be paid to a transferee if the Company Common Stock theretofore represented Certificate representing such Shares is presented to the Paying Agent properly endorsed or accompanied by appropriate stock powers and otherwise in proper form for transfer and accompanied by all documents reasonably required by the Paying Agent to evidence and effect such Book Entry Share transfer and to evidence that any applicable Taxes have been converted pursuant to Section 2.01paid.

Exchange Procedures. The Promptly (and in any event no more than three Business Days) after the Effective Time, the Surviving Corporation shall instruct the Exchange Agent to provide, as soon as reasonably practicable after the Effective Time, mail to each holder of record of a non-certificated shares of Company Common Stock represented by book entry certificate (“Book Entry Shares”or certificates) that immediately before prior to the Effective Time represented outstanding shares of Company Common Stock whose shares were converted into (the right to receive Merger Consideration pursuant to Section 2.02(c), an “agent’s message” Certificates”) (i) a form of a letter of transmittal (which shall be in customary form and shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass only upon proper delivery of the Certificates, together with such letter(s) of transmittal properly completed and duly executed, to the Exchange Agent) and (it being understood that ii) instructions for use in effecting the holders surrender of Book Entry Shares will be deemed the Certificates in exchange for the Merger Consideration payable in respect of the shares of Company Common Stock represented by such Certificates. Upon surrender of a Certificate for cancellation to have surrendered such Book Entry Shares upon receipt of an “agent’s message” or such other evidence, if any, as the Exchange Agent together with such letter of transmittal, properly completed and duly executed, and such other documents as may reasonably request). Upon receipt of be required pursuant to such “agent’s message”instructions, the holder of such Book Entry Shares Certificate shall be entitled to receive in exchange therefor the number Merger Consideration payable in respect of whole the shares of Parent Common Stock, if any, which the aggregate number of Company Common Stock previously represented by such Book Entry Shares shall have been converted pursuant to Section 2.01(c) into the right to receive, Certificate and the Book Entry Shares 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, payment the Merger Consideration payable in respect of such shares of Company Common Stock may be made and shares may be issued paid to a Person other than transferee if the Person in whose name Certificate representing such shares of Company Common Stock is presented to the Book Entry Shares so surrendered is registered if Exchange Agent, accompanied by all documents required to evidence and effect such Book Entry Shares shall be in proper form for transfer and the Person requesting such payment shall pay by evidence that any applicable transfer or other taxes required by reason of the payment to a Person other than the registered holder of such Book Entry Shares or establish to the satisfaction of Parent that such tax has Taxes have been paid or is not applicablepaid. Subject to the last sentence of Section 2.02(c), until Until surrendered as contemplated by this Section 2.02(b)3.2, each Book Entry Share 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 into which payable in respect of the shares of Company Common Stock theretofore represented by such Book Entry Share have been converted pursuant to Section 2.01Certificate.

Exchange Procedures. The Surviving Corporation shall instruct the Exchange Agent to provide, as As soon as reasonably practicable after the Effective TimeTime (and in any case no later than 5 days thereafter), Surviving Corporation A and Surviving Corporation B shall cause the Exchange Agent to mail (a) to each record holder of record of a non-certificated shares of Company Common Stock represented by book entry (“Book Entry Shares”) certificate that immediately before prior to the Effective Time represented issued and outstanding shares of Company Parent Common Stock whose ("Parent Certificates" and together with the Conectiv Certificates, the "Certificates") and (b) to each record holder of an Conectiv Certificate immediately prior to the Effective Time who has not surrendered Conectiv Certificates representing all of the shares were converted into the right to receive Merger Consideration of Conectiv Stock owned by such holder pursuant to Section 2.02(c1.9(b), an “agent’s message” a letter of transmittal which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Agent, and which letter shall be in customary form (it being understood that the holders of Book Entry Shares will be deemed to and have surrendered such Book Entry Shares upon receipt of an “agent’s message” or such other evidence, if anyprovisions as HoldCo may reasonably specify and (ii) instructions for effecting the surrender of such Certificates in exchange for the Parent Merger Consideration or the Conectiv Merger Consideration, as the case may be. Upon surrender of a Certificate to the Exchange Agent together with such letter of transmittal, duly executed and completed in accordance with the instructions thereto, and such other documents as may reasonably request). Upon receipt of such “agent’s message”be required by the Exchange Agent, the holder of such Book Entry Shares Certificate shall be entitled to receive in exchange therefor (A) a certificate representing, in the aggregate, the whole number of whole shares of HoldCo Common Stock that such holder has the right to receive pursuant to Section 1.8 (after taking into account all shares of Conectiv Stock or Parent Common Stock, if anyas the case may be, which the aggregate number of Company Common Stock previously represented then held by such Book Entry Shares shall have been converted holder) and/or (B) a check in the amount equal to the cash that such holder has the right to receive pursuant to Sections 1.8, 2.3 and/or 2.5. No interest will be paid or will accrue on any cash payable pursuant to Section 2.01(c) into the right to receive1.8, and the Book Entry Shares so surrendered shall forthwith be canceled2.3 or 2.5. In the event of a transfer of ownership of Company Conectiv Stock or Parent Common Stock that Stock, as the case may be, which is not registered in the transfer records of Conectiv or Parent, as the Companycase may be, payment may be made and a certificate representing, in the aggregate, the proper number of shares of HoldCo Common Stock and/or a check in the proper amount pursuant to Sections 1.8, 2.3 and/or 2.5 may be issued with respect to such Conectiv Stock or Parent Common Stock, as the case may be, to such a Person other than transferee if the Person Certificate formerly representing such shares of Conectiv Stock or Parent Common Stock, as the case may be, is presented to the Exchange Agent, accompanied by all documents required to evidence and effect such transfer and to evidence that any applicable stock transfer taxes have been paid. Persons who have submitted an effective Form of Election as provided in whose name the Book Entry Shares so Section 1.9(b) and surrendered is registered if such Book Entry Shares Certificates as provided therein shall be in proper form for transfer and treated as if they have properly surrendered Certificates together with the Person requesting such payment shall pay any transfer or other taxes required by reason letter of the payment transmittal pursuant to a Person other than the registered holder of such Book Entry Shares or establish to the satisfaction of Parent that such tax has been paid or is not applicable. Subject to the last sentence of Section 2.02(c), until surrendered as contemplated by this Section 2.02(b), each Book Entry Share shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration into which the Company Common Stock theretofore represented by such Book Entry Share have been converted pursuant to Section 2.012.2.

Exchange Procedures. The Surviving Corporation (a) As soon as practicable following the Effective Time, but in no event later than 10 days thereafter, and continuing until the first anniversary of the Effective Time, M&T shall instruct make available on a timely basis or cause to be made available to an exchange agent agreed upon by M&T and ▇▇▇▇▇▇ (the “Exchange Agent”) (i) cash in an amount sufficient to allow the Exchange Agent to providemake all payments that may be required pursuant to this Article II and (ii) certificates, or at M&T’s option, evidence of shares in book entry form, representing the shares of M&T Common Stock (“New Certificates”), each to be given to the holders of ▇▇▇▇▇▇ Common Stock in exchange for Old Certificates pursuant to this Article II. Upon such anniversary, any such cash or New Certificates remaining in the possession of the Exchange Agent (together with any earnings in respect thereof) shall be delivered to M&T. Any holder of Old Certificates who has not theretofore exchanged his or her Old Certificates pursuant to this Article II shall thereafter be entitled to look exclusively to M&T, and only as soon as reasonably practicable a general creditor thereof, for the consideration to which he or she may be entitled upon exchange of such Old Certificates pursuant to this Article II. Notwithstanding the foregoing, neither the Exchange Agent nor any party hereto shall be liable to any holder of Old Certificates for any amount properly delivered to a public official pursuant to applicable abandoned property, escheat or similar laws. (b) Promptly after the Effective Time, but in no event later than ten days thereafter, M&T shall cause the Exchange Agent to mail or deliver to each person who was, immediately prior to the Effective Time, a holder of record of a non-certificated shares of Company ▇▇▇▇▇▇ Common Stock represented by book entry and who theretofore has not submitted such holder’s Old Certificates with an Election Form, a form of letter of transmittal (“Book Entry Shares”which shall specify that delivery shall be effected, and risk of loss and title to Old Certificates shall pass, only upon proper delivery of such certificates to the Exchange Agent) that immediately before containing instructions for use in effecting the Effective Time represented outstanding shares surrender of Company Common Stock whose shares were converted into Old Certificates in exchange for the right consideration to receive Merger Consideration which such person may be entitled pursuant to this Article II. After completion of the allocation procedure set forth in Section 2.02(c), an “agent’s message” in customary form (it being understood that 2.3 and upon surrender to the holders of Book Entry Shares will be deemed to have surrendered such Book Entry Shares upon receipt Exchange Agent of an “agent’s message” Old Certificate for cancellation together with such letter of transmittal or such other evidence, if anyElection Form, as the Exchange Agent case may reasonably request). Upon receipt of such “agent’s message”be, duly executed and completed in accordance with the instructions thereto, the holder of such Book Entry Shares Old Certificate shall promptly be entitled to receive provided in exchange therefor therefor, but in no event later than ten Business Days after due surrender, a New Certificate and/or a check in the number of whole shares of Parent Common Stock, if any, amount to which the aggregate number of Company Common Stock previously represented by such Book Entry Shares shall have been converted holder is entitled pursuant to Section 2.01(c) into the right to receivethis Article II, and the Book Entry Shares Old Certificate so surrendered shall forthwith be canceled. In the event No interest will accrue or be paid with respect to any property to be delivered upon surrender of a transfer of ownership of Company Common Stock that Old Certificates. (c) If any cash payment is not registered in the transfer records of the Company, payment may to be made and shares may be issued to in a Person name other than that in which the Person Old Certificate surrendered in whose name the Book Entry Shares so surrendered exchange therefor is registered if such Book Entry Shares registered, it shall be in proper form for transfer and a condition of such exchange that the Person person requesting such payment exchange shall pay any transfer or other taxes required by reason of the making of such payment to of the Per Share Cash Consideration in a Person name other than that of the registered holder of the Old Certificate surrendered, or required for any other reason relating to such Book Entry Shares holder or requesting person, or shall establish to the reasonable satisfaction of Parent the Exchange Agent that such tax has been paid or is not applicablepayable. Subject If any New Certificate representing shares of M&T Common Stock is to be issued in the name of other than the registered holder of the Old Certificate surrendered in exchange therefor, it shall be a condition of the issuance thereof that the Old Certificate so surrendered shall be properly endorsed (or accompanied by an appropriate instrument of transfer) and otherwise in proper form for transfer, and that the person requesting such exchange shall pay to the last sentence Exchange Agent in advance any transfer or other taxes required by reason of Section 2.02(c)the issuance of a certificate representing shares of M&T Common Stock in a name other than that of the registered holder of the Old Certificate surrendered, until surrendered as contemplated by this Section 2.02(b)or required for any other reason relating to such holder or requesting person, each Book Entry Share or shall be deemed at any time establish to the reasonable satisfaction of the Exchange Agent that such tax has been paid or is not payable. (d) No dividends or other distributions with a record date after the Effective Time with respect to represent only M&T Common Stock shall be paid to the right holder of any unsurrendered Old Certificate until the holder thereof shall surrender such Old Certificate in accordance with this Article II. After the surrender of an Old Certificate in accordance with this Article II, the record holder thereof shall be entitled to receive upon any such surrender the Merger Consideration into dividends or other distributions, without any interest thereon, which the Company theretofore had become payable with respect to shares of M&T Common Stock theretofore represented by the New Certificate. (e) At or after the Effective Time, there shall be no transfers on the stock transfer books of the Surviving Company of Old Shares. (f) If any Old Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming such Old Certificate to be lost, stolen or destroyed and, if required by M&T or the Exchange Agent, the posting by such person of a bond in such reasonable amount as M&T or the Exchange Agent may direct as indemnity against any claim that may be made against it with respect to such Old Certificate, M&T or the Exchange Agent shall, in exchange for such lost, stolen or destroyed Old Certificate, pay or cause to be paid the consideration deliverable in respect of the Old Shares formerly represented by such Book Entry Share Old Certificate pursuant to this Article II. (g) Notwithstanding any other provision of this Agreement, neither certificates nor scrip for fractional shares of M&T Common Stock shall be issued in the Merger. Each holder who otherwise would have been converted pursuant entitled to Section 2.01a fraction of a share of M&T Common Stock shall receive in lieu thereof cash (without interest) in an amount determined by multiplying the fractional share interest to which such holder would otherwise be entitled (after taking into account all shares of ▇▇▇▇▇▇ Common Stock owned by such holder at the Effective Time) by the Closing Price. No such holder shall be entitled to dividends, voting rights or any other rights in respect of any fractional share.

Exchange Procedures. The Surviving Corporation Acquiror shall instruct cause the Exchange Agent to provideAgent, as soon as reasonably practicable promptly after the Company Merger Effective Time (and in no event later than five (5) Business Days following the Company Merger Effective Time), to mail to each holder of record of a non-certificated shares of Company Common Stock represented by book entry (“Book Entry Shares”) certificate or certificates that immediately before prior to the Company Merger Effective Time represented outstanding shares of Company Common Shares (the “Company Stock whose shares Certificates”) that were converted into the right to receive the Merger Consideration pursuant to Section 2.02(c3.1(b), an “agent’s message” in customary form (it being understood i) a letter of transmittal (which shall specify that delivery shall be effected and risk of loss and title to the holders Company Stock Certificates shall pass only upon delivery of Book Entry Shares will be deemed the Company Stock Certificates to have surrendered such Book Entry Shares upon receipt of an “agent’s message” or such other evidence, if any, as the Exchange Agent and shall be in such form and have such other customary provisions as Acquiror and the Company may reasonably request)specify) and (ii) instructions for completion and use in effecting the surrender of the Company Stock Certificates in exchange for the Merger Consideration. Upon receipt surrender of a Company Stock Certificate for cancellation to the Exchange Agent, together with such “agent’s message”letter of transmittal duly executed in accordance with the instructions contained therein, the holder of such Book Entry Shares Company Stock Certificate shall be entitled to receive in exchange therefor an Acquiror Stock Certificate representing the number of whole shares of Parent Common Stock, if any, Acquiror Shares that such holder has the right to receive pursuant to this Article III (together with payment of cash in lieu of fractional shares which such holder has the aggregate number of Company Common Stock previously represented by such Book Entry Shares shall have been converted right to receive pursuant to Section 2.01(c3.2) into the right to receive, and the Book Entry Shares Company Stock Certificate so surrendered shall forthwith be canceledcancelled. In the event of a transfer of ownership of Company Common Stock Shares that is not registered in the transfer records of the Company, payment may be made and shares the Merger Consideration may be issued to a Person other than the Person in whose name the Book Entry Shares so surrendered is registered if such Book Entry Shares shall be in proper form for transfer and the Person requesting such payment shall pay any transfer or other taxes required by reason transferee of the payment to a Person other than the registered record holder of such Book Entry Company Shares or establish if the Company Stock Certificate representing such Company Shares is presented to the satisfaction of Parent Exchange Agent accompanied by all documents required to evidence and effect such transfer and by evidence that such tax has any applicable stock transfer taxes have been paid or is not applicablepaid. Subject to the last sentence of Section 2.02(c), until Until surrendered as contemplated by this Section 2.02(b)3.4, each Book Entry Share Company Stock Certificate shall be deemed at any time after the Company Merger Effective Time to represent only the right to receive upon such surrender the Merger Consideration into which the Company Common Stock theretofore represented by such Book Entry Share have been converted pursuant to provided for in Section 2.013.1(b).

Exchange Procedures. The Surviving Corporation (a) Immediately prior to the Effective Time, for the benefit of the holders of Certificates, (i) Parent shall instruct reserve for issuance a sufficient number of shares of Parent Common Stock and deliver to the Exchange Agent certificates evidencing such number of shares of Parent Common Stock issuable and (ii) Parent shall deliver, or cause Parent Bank to providedeliver, to the Exchange Agent an amount of cash sufficient to pay the aggregate amount of cash payable pursuant to this Article III in exchange for Certificates representing outstanding shares of Company Common Stock (such cash and certificates for shares of Parent Common Stock, together with any dividends or distributions with respect thereto, are hereinafter referred to as the "Exchange Fund"). The Exchange Agent shall not be entitled to vote or exercise any rights of ownership with respect to the shares of Parent Common Stock held by it from time to time hereunder, except that it shall receive and hold all dividends or other distributions paid or distributed with respect to such shares for the account of the persons entitled thereto. (b) As soon as reasonably practicable after the Effective Time, and provided that the Company has delivered, or caused to be delivered, to the Exchange Agent all information which is necessary for the Exchange Agent to perform its obligations as specified herein, the Exchange Agent shall mail to each holder of record of a non-certificated Certificate or Certificates who has not previously surrendered such Certificate or Certificates with an Election Form, 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 instructions for use in effecting the surrender of the Certificates in exchange for the Merger Consideration into which the shares of Company Common Stock represented by book entry (“Book Entry Shares”) that immediately before the Effective Time represented outstanding shares of Company Common Stock whose shares were such Certificate or Certificates shall have been converted into the right to receive Merger Consideration pursuant to Section 2.02(c), an “agent’s message” in customary form (it being understood that the holders Sections 3.01 and 3.02 of Book Entry Shares will be deemed this Agreement. Upon proper surrender of a Certificate for exchange and cancellation to have surrendered such Book Entry Shares upon receipt of an “agent’s message” or such other evidence, if any, as the Exchange Agent may reasonably request). Upon receipt Agent, together with a properly completed letter of such “agent’s message”transmittal, duly executed, the holder of such Book Entry Shares Certificate shall be entitled to receive in exchange therefor the therefor, as applicable, (i) a certificate representing that number of whole shares of Parent Common Stock, Stock (if any, ) to which the aggregate number such former holder of Company Common Stock previously represented by such Book Entry Shares shall have been converted become entitled pursuant to Section 2.01(cthis Agreement, (ii) into a check representing that amount of cash (if any) to which such former holder of Company Common Stock shall have become entitled pursuant to this Agreement and/or (iii) a check representing the amount of cash (if any) payable in lieu of a fractional share of Parent Common Stock which such former holder has the right to receivereceive in respect of the Certificate surrendered pursuant to this Agreement, and the Book Entry Shares Certificate 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, payment may be made and shares may be issued to a Person other than the Person in whose name the Book Entry Shares so surrendered is registered if such Book Entry Shares shall be in proper form for transfer and the Person requesting such payment shall pay any transfer or other taxes required by reason of the payment to a Person other than the registered holder of such Book Entry Shares or establish to the satisfaction of Parent that such tax has been paid or is not applicable. Subject to the last sentence of Section 2.02(c), until Until surrendered as contemplated by this Section 2.02(b3.03(b), each Book Entry Share Certificate (other than Certificates representing Treasury Stock or 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 into provided in Sections 3.01 and 3.02 and any unpaid dividends and distributions thereon as provided in paragraph (c) of this Section 3.03. No interest shall be paid or accrued on any cash constituting Merger Consideration (including any cash in lieu of fractional shares) and any unpaid dividends and distributions, if any, payable to holders of Certificates. (c) No dividends or other distributions with a record date after the Effective Time with respect to Parent Common Stock shall be paid to the holder of any unsurrendered Certificate until the holder thereof shall surrender such Certificate in accordance with this Section 3.03. After the surrender of a Certificate in accordance with this Section 3.03, the record holder thereof shall be entitled to receive any such dividends or other distributions, without any interest thereon, which theretofore had become payable with respect to shares of Parent Common Stock represented by such Certificate. (d) The Exchange Agent and Parent, as the case may be, shall not be obligated to deliver cash and/or a certificate or certificates representing shares of Parent Common Stock to which a holder of Company Common Stock would otherwise be entitled as a result of the Merger until such holder surrenders the Certificate or Certificates representing the shares of Company Common Stock for exchange as provided in this Section 3.03, or, in default thereof, an appropriate affidavit of loss and indemnity agreement and/or a bond in an amount as may be required in each case by Parent. If any certificates evidencing shares of Parent Common Stock are to be issued in a name other than that in which the Certificate evidencing Company Common Stock surrendered in exchange therefor is registered, it shall be a condition of the issuance thereof that the Certificate so surrendered shall be properly endorsed or accompanied by an executed form of assignment separate from the Certificate and otherwise in proper form for transfer and that the person requesting such exchange pay to the Exchange Agent any transfer or other tax required by reason of the issuance of a certificate for shares of Parent Common Stock in any name other than that of the registered holder of the Certificate surrendered or otherwise establish to the satisfaction of the Exchange Agent that such tax has been paid or is not payable. (e) At and after the Effective Time, the stock transfer books of the Company shall be closed and there shall be no transfers on the stock transfer books of the Company of the shares of Company Stock which were issued and outstanding immediately prior to the Effective Time. At the Effective Time, holders of Company Stock shall cease to be, and shall have no rights as, shareholders of the Company other than to receive the consideration provided under this Article III. On or after the Effective Time, any Certificates presented to Parent or the Exchange Agent shall be cancelled and exchanged for certificates representing shares of Parent Common Stock and/or the payment of cash as provided herein, subject to applicable law in the case of Dissenting Shares. (f) Any portion of the Exchange Fund that remains unclaimed by the shareholders of the Company for six months after the Effective Time (as well as any proceeds from any investment thereof) shall be delivered by the Exchange Agent to Parent. Any shareholders of Company who have not theretofore complied with Section 3.03(b) shall thereafter look only to Parent for the Merger Consideration deliverable in respect of each share of Company Common Stock such shareholder holds as determined pursuant to this Agreement, in each case without any interest thereon. If outstanding Certificates for shares of Company Common Stock are not surrendered or the payment for them is not claimed prior to the date on which such shares of Parent Common Stock or cash would otherwise escheat to or become the property of any governmental unit or agency, the unclaimed items shall, to the extent permitted by abandoned property and any other applicable law, become the property of Parent (and to the extent not in its possession shall be delivered to it), free and clear of all claims or interest of any Person previously entitled to such property. Neither the Exchange Agent nor any party to this Agreement shall be liable to any holder of stock represented by such Book Entry Share have been converted any Certificate for any consideration paid to a public official pursuant to applicable abandoned property, escheat or similar laws. Parent and the Exchange Agent shall be entitled to rely upon the stock transfer books of the Company to establish the identity of those persons entitled to receive the Merger Consideration specified in this Agreement, which books shall be conclusive with respect thereto. In the event of a dispute with respect to ownership of stock represented by any Certificate, Parent and the Exchange Agent shall be entitled to deposit any Merger Consideration represented thereby in escrow with an independent third party and thereafter be relieved with respect to any claims thereto. (g) Parent (through the Exchange Agent, if applicable) shall be entitled to deduct and withhold from any amounts otherwise payable pursuant to this Agreement to any holder of shares of Company Common Stock such amounts as Parent is required to deduct and withhold under applicable law. Any amounts so withheld shall be treated for all purposes of this Agreement as having been paid to the holder of Company Common Stock in respect of which such deduction and withholding was made by Parent. (h) Notwithstanding any other provision of this Agreement to the contrary, Certificates surrendered for exchange by any Company Affiliate shall not be exchanged for certificates representing shares of Parent Common Stock to which such Company Affiliate may be entitled pursuant to the terms of this Agreement until Parent has received a written agreement from such person as specified in Section 2.016.07.

Exchange Procedures. The Surviving Corporation shall instruct the Exchange Agent to provide, as As soon as reasonably practicable after the Effective TimeTime but in any event no more than ten (10) Business Days thereafter, the Exchange Agent shall mail to each holder of record of a non-certificated shares certificate representing ownership of Company Common Stock represented by book entry Shares (a “Book Entry SharesCertificate” or “Certificates”) that immediately before the Effective Time represented outstanding shares of Company Common Stock whose shares Shares were converted into the right to receive Merger the Per Share Consideration pursuant to Section 2.02(c)1.6, an “agent’s message” in customary form (it being understood i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the holders Certificates shall pass, only upon delivery of Book Entry Shares will be deemed the Certificates to have surrendered such Book Entry Shares upon receipt of an “agent’s message” or such other evidence, if any, as the Exchange Agent and shall be in such form and have such other provisions as the Company may reasonably request)specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the Per Share Consideration. Upon receipt surrender of a Certificate for cancellation to the Exchange Agent together with such “agent’s message”letter of transmittal, duly executed, the holder of such Book Entry Shares Certificate shall be entitled to receive in exchange therefor the number of whole shares of Parent Common Stock, if anyPer Share Consideration and any unpaid dividends and distributions thereon as provided in this Article I, which the aggregate number of Company Common Stock previously represented by such Book Entry Shares shall have been converted pursuant to Section 2.01(c) into holder has the right to receivereceive in respect of the Certificate surrendered pursuant to the provisions of this Article I (after taking into account all Shares then held by such holder), and the Book Entry Shares Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of Company Common Stock that Shares which is not registered in the transfer records of the CompanySeller, payment a transferee may exchange the Certificate representing such Shares for the Per Share Consideration and any unpaid dividends and distributions thereon as provided in this Article I if the Certificate representing such Shares is presented to the Exchange Agent, accompanied by all documents required to evidence and effect such transfer, and by evidence that any applicable stock transfer taxes have been paid. In the event any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person claiming such Certificate to be lost, stolen or destroyed and the posting by such Person of a bond in such amount as the Company may direct as indemnity against any claim that may be made against it or the Exchange Agent with respect to such Certificate, the Exchange Agent will pay and shares may be issued issue in exchange for such lost, stolen or destroyed Certificate the Per Share Consideration and any unpaid dividends and distributions thereon as provided in this Article I, which such holder would have had the right to a Person other than the Person receive in whose name the Book Entry Shares so surrendered is registered if such Book Entry Shares shall be in proper form for transfer and the Person requesting such payment shall pay any transfer or other taxes required by reason of the payment to a Person other than the registered holder respect of such Book Entry Shares lost, stolen or establish to the satisfaction of Parent that such tax has been paid or is not applicabledestroyed Certificate. Subject to the last sentence of Section 2.02(c), until Until surrendered as contemplated by this Section 2.02(b)1.7, each Book Entry Share Certificate (other than Certificates representing Shares owned by the Company or any Company Subsidiary and Certificates representing Dissenting Shares) shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Per Share Consideration into which the Company Common Stock theretofore represented by such Book Entry Share have been converted pursuant to Section 2.01.and any unpaid dividends and distributions thereon as provided in this Article I.

Exchange Procedures. The Surviving Corporation shall instruct the Exchange Agent to provide, as As soon as reasonably practicable after the Effective Time, Buyer shall instruct the Exchange Agent to mail to each holder of record of a non-certificated shares Certificate or Certificates, (i) a letter of Company Common Stock represented by book entry transmittal (“Book Entry Shares”) which shall specify that immediately before the Effective Time represented outstanding shares delivery shall be effected, and risk of Company Common Stock whose shares were converted into the right loss and title to receive Merger Consideration pursuant a Certificate shall pass, only upon proper delivery of such Certificate to Section 2.02(c), an “agent’s message” in customary form (it being understood that the holders of Book Entry Shares will be deemed to have surrendered such Book Entry Shares upon receipt of an “agent’s message” or such other evidence, if any, as the Exchange Agent and shall be in such form and have such other provisions as Buyer may reasonably request)specify) and (ii) instructions to effect the surrender of Certificates in exchange for cash. Upon receipt surrender of a Certificate for cancellation to the Exchange Agent or to such “agent’s message”other agent or agents as may be appointed by Buyer together with such letter of transmittal, duly executed, and such other customary documents as may be required pursuant to such instructions (collectively, the "Transmittal Documents"), the holder of such Book Entry Shares Certificate shall be entitled to receive in exchange therefor the number of whole shares of Parent Common Stock, if any, amount in cash which such holder has the aggregate number of Company Common Stock previously represented by such Book Entry Shares shall have been converted right to receive pursuant to Section 2.01(c2.1(a) into the right to receive, and the Book Entry Shares Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of Company Common Stock that DOCP Shares which is not registered in the transfer records of DOCP, the Companyapplicable Exchange Fund cash may be paid in accordance with this Article II to a transferee only if the Certificate evidencing such transferred DOCP Shares is presented to the Exchange Agent, payment accompanied by all documents required to evidence and effect such transfer and by evidence that any applicable stock transfer taxes have been paid. Exchange Fund cash shall be delivered by the Exchange Agent as promptly as practicable following surrender of a Certificate and the related Transmittal Documents, and Exchange Fund cash payments may be made and shares may be issued to by check (unless otherwise required by a Person other than depositary institution in connection with the Person in whose name the Book Entry Shares so surrendered is registered if such Book Entry Shares book-entry delivery of securities). No interest shall be payable on any Exchange Fund cash to be delivered in proper form for transfer and the Person requesting such payment shall pay respect of DOCP Shares regardless of any transfer or other taxes required by reason of the payment to a Person other than the registered holder of such Book Entry Shares or establish to the satisfaction of Parent that such tax has been paid or is not applicabledelay in making payments. Subject to the last sentence of Section 2.02(c), until Until surrendered as contemplated by this Section 2.02(b2.2(b), each Book Entry Share Certificate shall be deemed deemed, at any time after the Effective Time Time, to represent evidence only the right to receive receive, upon such surrender surrender, the Merger Consideration into which the Company Common Stock theretofore represented by such Book Entry Share have been converted pursuant to Section 2.01applicable Exchange Fund cash.

Exchange Procedures. The Surviving Corporation shall instruct the Exchange Agent to provide, as As soon as reasonably practicable after the Effective Time, Parent will instruct the Exchange Agent to mail to each holder of record of Certificates (i) a non-certificated shares letter of Company Common Stock represented by book entry transmittal (“Book Entry Shares”) which shall specify that immediately before delivery shall be effected, and risk of loss and title to the Effective Time represented outstanding shares Certificates shall pass, only upon proper delivery of Company Common Stock whose shares were converted into the right Certificates to receive Merger Consideration pursuant to Section 2.02(c), an “agent’s message” in customary form (it being understood that the holders of Book Entry Shares will be deemed to have surrendered such Book Entry Shares upon receipt of an “agent’s message” or such other evidence, if any, as the Exchange Agent and shall be in such form and have such other provisions as Parent may reasonably requestspecify), and (ii) instructions to effect the surrender of the Certificates in exchange for the certificates evidencing shares of Parent Common Stock. Upon receipt surrender of a Certificate for cancellation to the Exchange Agent together with such “agent’s message”letter of transmittal, duly executed, and such other customary documents as may be required pursuant to such instructions, the holder of such Book Entry Shares Certificate shall be entitled to receive in exchange therefor the (A) certificates evidencing that number of whole shares of Parent Common Stock, if any, Stock which such holder has the aggregate number right to receive in accordance with the Exchange Ratio in respect of Company Common Stock previously represented the Shares formerly evidenced by such Book Entry Shares shall have been converted Certificate, (B) any dividends or other distributions to which such holder is entitled pursuant to Section 2.01(c1.7(c), and (C) into cash in respect of fractional shares as provided in Section 1.6(f) (the right to receiveshares of Parent Common Stock and cash being, collectively, the "Merger Consideration"), and the Book Entry Shares Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of Company Common Stock that Shares which is not registered in the transfer records of the CompanyCompany as of the Effective Time, payment may be made shares of Parent Common Stock, dividends, distributions and cash in respect of fractional shares may be issued and paid in accordance with this Article I to a Person transferee if the Certificate evidencing such Shares is presented to the Exchange Agent, accompanied by all documents required to evidence and effect such transfer pursuant to this Section 1.7(b) and by evidence that any applicable stock transfer taxes have been paid. Until so surrendered, each outstanding Certificate that, prior to the Effective Time, represented Shares will be deemed from and after the Effective Time, for all corporate purposes, other than the Person payment of dividends and, subject to Section 1.6(f), to evidence the ownership of the number of whole shares of Parent Common Stock, and cash in whose name the Book Entry Shares so surrendered is registered if respect of fractional shares, into which such Book Entry Shares shall be in proper form for transfer and the Person requesting such payment shall pay any transfer or other taxes required by reason of the payment to a Person other than the registered holder of such Book Entry Shares or establish to the satisfaction of Parent that such tax has been paid or is not applicable. Subject to the last sentence of Section 2.02(c), until surrendered as contemplated by this Section 2.02(b), each Book Entry Share shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration into which the Company Common Stock theretofore represented by such Book Entry Share have been converted pursuant to Section 2.01the provisions hereof.

Exchange Procedures. (A) At or prior to the Effective Time, Investar shall deposit with American Stock Transfer & Trust Company LLC (the “Paying Agent”), for the benefit of the holders of Certificates (as defined below), for exchange in accordance with this Section 2.05, an amount of cash equal to the Per Share Consideration multiplied by the number of shares of CFG Stock issued and outstanding immediately prior to the Effective Time (which is hereinafter referred to as the “Exchange Fund”). The Surviving Corporation Exchange Fund shall instruct the Exchange Agent to provide, not be used for any other purpose other than as soon as reasonably practicable provided in this Agreement. (B) No later than five Business Days after the Effective Time, Investar will instruct the Paying Agent mail to each record holder of record CFG Stock, other than to holders of Dissenting Shares, a non-letter of transmittal that will (i) specify that delivery will be effected, and risk of loss and title to CFG Stock will pass, only upon delivery of the stock certificates (the “Certificates”) for certificated shares of Company Common CFG Stock represented by book entry to the Paying Agent, (“Book Entry Shares”ii) that immediately before the Effective Time represented outstanding Certificate(s) with respect to certificated shares of Company Common CFG Stock whose shares were converted into in exchange for the right consideration to receive Merger Consideration pursuant to Section 2.02(c)which the holder is entitled, an “agent’s message” in customary form and (it being understood that the holders of Book Entry Shares will be deemed to have surrendered such Book Entry Shares upon receipt of an “agent’s message” or iii) include such other evidence, if any, commercially reasonable provisions consistent with the terms hereof as the Exchange Paying Agent may reasonably request)specify. Upon receipt surrender of a Certificate for cancellation to the Paying Agent, together with such “agent’s message”letter of transmittal, duly completed and executed, and such other documents as Investar may reasonably require, the holder of such Book Entry Shares shall Certificate will be entitled to receive the Per Share Consideration described in exchange therefor Section 2.01. The Paying Agent will cancel the number of whole shares of Parent Common Stock, if any, which the aggregate number of Company Common Stock previously represented by such Book Entry Shares shall have been converted pursuant to Section 2.01(c) into the right to receive, and the Book Entry Shares so Certificates 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, payment may be made and shares may be issued to a Person other than the Person in whose name the Book Entry Shares so surrendered is registered if such Book Entry Shares shall be in proper form for transfer and the Person requesting such payment shall pay any transfer or other taxes required by reason of the payment to a Person other than the registered holder of such Book Entry Shares or establish to the satisfaction of Parent that such tax has been paid or is not applicable. Subject to the last sentence of Section 2.02(c), until surrendered as contemplated by accordance with this Section 2.02(b)2.05. Until surrendered, each Book Entry Share shall be deemed at any time after the Effective Time to Certificates will represent only the right to receive upon such surrender the Merger Consideration into Per Share Consideration. (C) No interest will be paid or will accrue to the holders of the Certificate(s) with respect to the consideration to which the Company Common holder may be entitled. Notwithstanding anything herein to the contrary, none of Investar, the Interim Company, Investar Bank, CFG, Cheaha Bank or the Paying Agent will be liable to any former holder of CFG Stock theretofore represented with respect to any amount delivered in good faith to a public official in accordance with any applicable abandoned property, escheat or similar laws. (D) If any Certificate has 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 Investar or the Paying Agent, the posting by such Book Entry Person of a bond in such reasonable amount as Investar may determine is necessary as indemnity against any claim that may be made against it with respect to such Certificate, Investar will deliver in exchange for the lost, stolen or destroyed Certificate the consideration due to such Person under this Agreement. (E) Any shares of CFG Stock held directly or indirectly by Investar, Investar Bank, CFG or Cheaha Bank immediately prior to the Effective Time (other than shares held in a fiduciary or agency capacity or in connection with debts previously contracted) shall, at the Effective Time, cease to exist, and the certificates for such shares shall be canceled as promptly as practicable thereafter, and no payment or distribution shall be made in consideration therefor. (F) Any portion of the Exchange Fund that remains unclaimed by the shareholders of CFG as of the one (1) year anniversary of the Effective Time may, to the extent permitted by Legal Requirements, be returned to Investar. In such event, any former shareholders of CFG who have not theretofore complied with Section 2.05 shall thereafter look only to Investar with respect to the Per Share have been converted pursuant to Section 2.01Consideration without any interest thereon.

Exchange Procedures. (a) (1) The Surviving Corporation Company shall instruct settle its Exchange Obligations as described in Section 8.02(a)(3), unless, within the applicable time period specified in this Section 8.02(a)(1), the Company elects to settle its Exchange Agent Obligations as described in Section 8.02(a)(2) or Section 8.02(a)(4). The cash and/or shares of Common Stock which the Company is required to providedeliver in accordance with this Section 8.02 in settlement of its Exchange Obligations is referred to herein as the “Settlement Amount.” If the Company desires to settle its Exchange Obligations as described in Section 8.02(a)(2) or Section 8.02(a)(4), as soon as reasonably practicable after the Effective Time, Company shall notify each exchanging Noteholder by notice to each holder the Trustee (for further distribution to Noteholders) of record the method the Company will choose to satisfy its Exchange Obligations no later than the second Trading Day immediately following the Company’s receipt of a non-certificated shares Notice of Exchange from such Holder, and such notice shall specify the section of this Annex B of the Twelfth Supplemental Indenture pursuant to which the Company Common Stock represented by book entry (“Book Entry Shares”) is electing to satisfy its exchange obligations; provided, however, that immediately before the Effective Time represented outstanding shares of Company Common Stock whose shares were converted into shall have the right to receive Merger Consideration pursuant irrevocably elect, in its sole discretion and without the consent of Noteholders, by notice to Section 2.02(cthe Trustee (for further distribution to Noteholders), an “agent’s message” on or prior to October 15, 2012, to settle all of its future Exchange Obligations entirely in customary form (it being understood shares of Common Stock as described in Section 8.02(a)(2), and provided further, that the holders of Book Entry Shares will be deemed Company is required to have surrendered such Book Entry Shares upon receipt of settle all exchanges with an “agent’s message” Exchange Date occurring on or such other evidenceafter October 15, if any, as 2012 in the Exchange Agent may reasonably request). Upon receipt of such “agent’s message”, the holder of such Book Entry Shares shall be entitled to receive in exchange therefor the number of whole shares of Parent Common Stock, if any, which the aggregate number of Company Common Stock previously represented by such Book Entry Shares shall have been converted pursuant to Section 2.01(c) into the right to receivesame manner, and the Book Entry Shares so surrendered Company shall forthwith be cancelednotify Noteholders by notice to the Trustee (for further distribution to Noteholders) of the manner of settlement (including specifying the applicable section of this Annex B of the Twelfth Supplemental Indenture that describes such manner of settlement) on or before such date. In The Company shall treat all Noteholders exchanging on the event of a transfer of ownership of Company Common Stock that is not registered same Trading Day in the transfer records of the Companysame manner; however, payment may be made and shares may be issued to a Person other than the Person in whose name the Book Entry Shares so surrendered is registered if such Book Entry Shares shall be in proper form for transfer and the Person requesting such payment shall pay any transfer or other taxes required by reason of the payment to a Person other than the registered holder of such Book Entry Shares or establish to the satisfaction of Parent that such tax has been paid or is not applicable. Subject to the last sentence of Section 2.02(c), until surrendered as contemplated by this Section 2.02(b), each Book Entry Share shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration into which the Company Common Stock theretofore represented by such Book Entry Share shall not have been converted pursuant any obligation to Section 2.01settle its Exchange Obligations arising on different Trading Days in the same manner, except for exchanges with an Exchange Date occurring on or after October 15, 2012, which shall all be satisfied in the same manner.

Exchange Procedures. The Surviving Corporation shall instruct the Exchange Agent to provide, as As soon as reasonably practicable after the Effective Time, the Surviving Corporation shall cause the Payment Agent to mail to each holder of record of a non-certificated shares of Company Common Stock represented by book entry (“Book Entry Shares”) certificate or certificates that immediately before prior to the Effective Time represented outstanding shares of Company Common Stock Shares (the "Certificates") whose shares were are converted pursuant to Section 3.01(c) into the right to receive Merger the Transaction Consideration pursuant (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to Section 2.02(c)the Certificates shall pass, an “agent’s message” only upon delivery of the Certificates to the Payment Agent and shall be in customary such form (it being understood that the holders of Book Entry Shares will be deemed to and have surrendered such Book Entry Shares upon receipt of an “agent’s message” or such other evidence, if any, provisions as the Exchange Agent Surviving Corporation may reasonably request)specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the Transaction Consideration. Upon receipt surrender of a Certificate for cancellation to the Payment Agent, together with such “agent’s message”letter of transmittal duly executed and completed in accordance with its terms, the holder of such Book Entry Shares Certificate shall be entitled to receive in exchange therefor a check representing the number of whole shares of Parent Transaction Consideration per Company Common StockShare represented thereby, if anysubject to any applicable withholding tax, which the aggregate number of Company Common Stock previously represented by such Book Entry Shares shall have been converted pursuant to Section 2.01(c) into holder has the right to receivereceive pursuant to the provisions of this ARTICLE III, and the Book Entry Shares Certificate so surrendered shall forthwith be canceledcancelled. In no event shall the holder of any Certificate be entitled to receive interest on any funds to be received in the Merger, including any interest accrued in respect of the Payment Fund. In the event of a transfer of ownership of Company Common Stock Shares that is not registered in the transfer records of the Company, payment may be made and shares the Transaction Consideration may be issued to a Person other than transferee if the Person in whose name Certificate representing such Company Common Shares is presented to the Book Entry Shares so surrendered is registered if Payment Agent accompanied by all documents required to evidence and effect such Book Entry Shares shall be in proper form for transfer and the Person requesting such payment shall pay by evidence that any applicable stock transfer or other taxes required by reason of the payment to a Person other than the registered holder of such Book Entry Shares or establish to the satisfaction of Parent that such tax has have been paid or is not applicablepaid. Subject to the last sentence of Section 2.02(c), until Until surrendered as contemplated by this Section 2.02(b3.02(b), each Book Entry Share Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Transaction Consideration into which per Company Common Share represented thereby as contemplated by this ARTICLE III, together with the dividends, if any, that may have been declared by the Company on the Company Common Stock theretofore represented by such Book Entry Share have been converted pursuant to Section 2.01Shares in accordance with the terms of this Agreement and that remain unpaid at the Effective Time. Parent and the Surviving Corporation shall pay all fees and expenses of the Payment Agent in connection with the distribution of the Transaction Consideration.

Exchange Procedures. (i) The Surviving Corporation Parent shall instruct cause the Exchange Agent to provideAgent, as soon as reasonably practicable promptly after the Effective Time (and in no event later than five (5) Business Days following the Effective Time), to mail to each holder of record of a non-certificated shares certificates of Company Common Stock represented by book entry Certificates (“Book Entry SharesCompany Common Stock Certificates”) that immediately before the Effective Time represented outstanding shares of Company Common Stock whose shares were converted into the right to receive the Merger Consideration pursuant to Section 2.02(c2.1(a), an “agent’s message” in customary form (it being understood A) a letter of transmittal which shall specify that delivery shall be effected and risk of loss and title to the holders Company Common Stock Certificates shall pass only upon delivery of Book Entry Shares will be deemed the Company Stock Certificates to have surrendered such Book Entry Shares upon receipt of an “agent’s message” or such other evidence, if any, as the Exchange Agent and shall be in such form and have such other customary provisions as Parent and the Company may reasonably request)specify) and (B) instructions for completion and use in effecting the surrender of the Company Common Stock Certificates in exchange for the Merger Consideration. Upon receipt surrender of a Company Common Stock Certificate for cancellation to the Exchange Agent (or, in default thereof, an appropriate affidavit of loss and indemnity agreement and/or a bond in an amount as may be reasonably required by Parent as set forth in subsection (g) hereto), together with such “agent’s message”letter of transmittal duly executed in accordance with the instructions contained therein, the holder of such Book Entry Shares Company Common Stock Certificate shall be entitled to receive in exchange therefor the number of whole shares of Parent Common Stock, if any, which Merger Consideration that such holder has the aggregate number of right to receive pursuant to this Article II and the Company Common Stock previously represented by such Book Entry Shares shall have been converted pursuant to Section 2.01(c) into the right to receive, and the Book Entry Shares Certificate so surrendered shall forthwith be canceledcancelled. In the event of a transfer of ownership of Company Common Stock Shares that is not registered in the transfer records of the Company, payment may be made and shares the Merger Consideration may be issued to a Person other than the Person in whose name the Book Entry Shares so surrendered is registered if such Book Entry Shares shall be in proper form for transfer and the Person requesting such payment shall pay any transfer or other taxes required by reason transferee of the payment to a Person other than the registered record holder of such Book Entry Company Shares or establish if the Company Common Stock Certificate representing such Company Shares is presented to the satisfaction of Parent Exchange Agent accompanied by all documents required to evidence and effect such transfer and by evidence that such tax has any applicable stock transfer taxes have been paid or is not applicablepaid. Subject to the last sentence of Section 2.02(c), until Until surrendered as contemplated by this Section 2.02(b)2.4, each Book Entry Share Company Common Stock Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration into which the Company Common Stock theretofore represented as contemplated by such Book Entry Share have been converted pursuant to this Section 2.012.4.

Exchange Procedures. The Surviving Corporation (A) On the Business Day before the Closing Date, IBG shall instruct deposit or cause to be deposited in trust with Equiniti Trust Company or another bank or trust company mutually agreeable to IBG and GBNK (the “Exchange Agent Agent”), for the benefit of the holders of the GBNK Shares (i) certificates for shares or, at IBG’s option, evidence of shares in book entry form, including via the direct registration system (collectively, referred to provideherein as “certificates”) representing the aggregate number of IBG Shares which the holders of GBNK Shares are entitled to receive pursuant to Section 1.05 and (ii) any cash payable in lieu of fractional shares pursuant to Section 1.05(C) (such IBG Shares and cash described in the foregoing clauses (i) and (ii), as “Exchange Fund”). (B) As soon as reasonably practicable after the Effective Time, but in no event more than five Business Days after the Effective Time, the Resulting Corporation shall use commercially reasonable efforts to cause the Exchange Agent to mail to each record holder of record of an outstanding certificate or certificates representing GBNK Shares (each, a non-certificated shares of Company Common Stock represented by book entry (“Book Entry SharesCertificate”) that immediately before the Effective Time represented outstanding shares of Company Common Stock whose shares were converted into the right to receive Merger Consideration pursuant to Section 2.02(c), an “agent’s message” in customary form (it being understood that any reference herein to “Certificate” shall be deemed to include reference to book-entry accounts relating to the ownership of GBNK Shares), a form letter of transmittal which will 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 contain instructions for use in effecting the surrender of the Certificates for payment therefor. IBG shall provide a draft of the form of letter of transmittal to GBNK no later than 10 days prior to the Closing Date. The form and substance of the letter of transmittal and any associated cover letter shall be mutually acceptable to IBG and GBNK before such transmittal materials are mailed to the holders of Book Entry Shares will be deemed the Certificates. Upon surrender to have surrendered such Book Entry Shares upon receipt of an “agent’s message” or such other evidence, if any, as the Exchange Agent may reasonably requestof a Certificate, together with such letter of transmittal properly completed and duly executed (the “Transmittal Materials”). Upon receipt of such “agent’s message”, the holder of such Book Entry Shares Certificate shall be entitled to receive in exchange therefor (i) a certificate representing that number of IBG Shares equal to the product of (x) the Exchange Ratio, multiplied by (y) the number of whole shares of Parent Common Stock, if any, which the aggregate number of Company Common Stock previously GBNK Shares represented by such Book Entry Shares shall have been converted pursuant to Section 2.01(c) into the right to receiveCertificate, and (ii) an amount of cash as payment in lieu of the Book Entry issuance of fractional IBG Shares so surrendered calculated in accordance with Section 1.05(C), and such Certificate shall forthwith be canceled. In Until surrendered in accordance with this Section 2.04, each Certificate (other than Certificates representing Cancelled Shares) shall from and after the event Effective Time represent for all purposes only the right to receive the Merger Consideration without any interest thereon. Promptly after receipt of the Transmittal Materials, the Resulting Corporation will use commercially reasonable efforts to cause the Exchange Agent to review the Transmittal Materials in order to verify proper completion and execution thereof. As soon as practicable after the Effective Time and the surrender of a Certificate to the Exchange Agent, together with properly completed and executed Transmittal Materials, the Resulting Corporation will use commercially reasonable efforts to cause the Exchange Agent to promptly deliver the Merger Consideration. (C) After the Effective Time, the share transfer ledger of ownership GBNK shall be closed and there shall be no transfers on the share transfer books of Company Common Stock GBNK of the GBNK Shares which were outstanding immediately before such time of filing. If, after the Effective Time, Certificates are presented to the Resulting Corporation, they shall be promptly presented to the Exchange Agent and exchanged as provided in this Section 2.04. (D) No dividends or other distributions declared after the Effective Time with respect to IBG Shares and payable to the holders thereof shall be paid to the holder of a Certificate until such holder surrenders such Certificate to the Exchange Agent in accordance with this Section 2.04. After the surrender of a Certificate in accordance with this Section 2.04, the holder thereof shall be entitled to receive any such dividends or other distributions, without interest thereon, which had become payable after the Effective Time with respect to the IBG Shares represented by such Certificate. (E) Any portion of the Exchange Fund that remains unclaimed by the stockholders of GBNK for twelve months after the Exchange Agent mails the letter of transmittal pursuant to this Section 2.04 shall be delivered to the Resulting Corporation upon demand, and any stockholders of GBNK who have not theretofore complied with the exchange procedures in this Section 2.04 shall look to the Resulting Corporation only, and not the Exchange Agent, for the payment of the Merger Consideration in respect of such shares. If outstanding Certificates for GBNK Shares are not surrendered or the payment for them is not registered in claimed before the transfer records date on which such IBG Shares or cash would otherwise escheat to any governmental unit or agency, the unclaimed items shall, to the extent permitted by abandoned property or any other applicable Law, become the property of the CompanyResulting Corporation (and to the extent not in its possession shall be delivered to it), payment may be made free and shares may clear of all claims or interest of any Person previously entitled to such property. (F) If any IBG Shares are to be issued to in a Person name other than that in which the Person Certificate surrendered in whose name exchange therefor is registered, it shall be a condition of the Book Entry Shares issuance thereof that the Certificate so surrendered is registered if such Book Entry Shares shall be appropriately endorsed (or accompanied by an appropriate instrument of transfer) and otherwise in proper form (reasonably satisfactory to the Resulting Corporation) for transfer transfer, and that the Person requesting such payment exchange shall pay to the Exchange Agent in advance any transfer or other taxes required by reason of the payment to issuance of a Person certificate representing IBG Shares in any name other than that of the registered holder of such Book Entry Shares the Certificate surrendered, or required for any other reason, or shall establish to the satisfaction of Parent the Exchange Agent that such tax has been paid or is not applicablepayable. Subject to The Exchange Agent, IBG or the last sentence of Section 2.02(c), until surrendered as contemplated by this Section 2.02(b), each Book Entry Share Resulting Corporation shall be deemed at entitled to deduct and withhold from any time after the Effective Time to represent only the right to receive upon such surrender portion of the Merger Consideration into which or other consideration payable under this Agreement such amounts as the Company Common Stock theretofore represented Exchange Agent, IBG or the Resulting Corporation, as the case may be, is required to deduct and withhold under the Code, or any provision of state, local or foreign tax Law, with respect to the making of such payment. To the extent that the amounts are so withheld by the Exchange Agent, IBG or the Resulting Corporation, as the case may be, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the holder of GBNK Shares or GBNK RSAs in respect of whom such deduction and withholding was made by the Exchange Agent, IBG or the Resulting Corporation, as the case may be. (G) None of IBG, the Resulting Corporation, GBNK, the Exchange Agent or any other Person shall be liable to any former holder of GBNK Shares for any IBG Share (or dividends or distributions with respect thereto) or cash properly delivered to a public official pursuant to applicable abandoned property, escheat or similar Laws. (H) If any Certificate has been lost, stolen or destroyed, then 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 IBG, the Resulting Corporation or the Exchange Agent, the posting by such Book Entry Share have been converted Person of a bond in such amount as IBG, the Resulting Corporation or the Exchange Agent may direct (not to exceed the amount of Merger Consideration relating to the relevant missing Certificate) as indemnity against any claim that may be made against IBG, the Resulting Corporation, Independent Bank, or GBNK with respect to such Certificate, the Exchange Agent will issue in exchange for such lost, stolen or destroyed Certificate the Merger Consideration deliverable in respect thereof pursuant to Section 2.01this Agreement.

Exchange Procedures. The Surviving Corporation As promptly as practicable after the Effective Date (but in any event within five business days after the Effective Date), EZCORP shall instruct cause the Exchange Agent to provide, as soon as reasonably practicable after the Effective Time, mail to each holder of record of a non-certificated shares of Company Common Stock represented by book entry (“Book Entry Shares”) that certificate or certificates which immediately before prior to the Effective Time Date represented outstanding shares of Company Common Stock whose (or other certificate or agreement representing shares were of capital stock of the Company which has been converted into Company Common Stock) (the right to receive Merger Consideration pursuant to Section 2.02(c), an “agent’s message” Certificates”) (1) a letter of transmittal (which shall be in customary form and shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Exchange Agent) and (it being understood that 2) instructions for use in effecting the holders surrender of Book Entry Shares will be deemed the Certificates in exchange for certificates representing EZCORP Shares. Upon surrender to have surrendered such Book Entry Shares upon receipt of an “agent’s message” or such other evidence, if any, as the Exchange Agent of a Certificate for cancellation, together with such letter of transmittal, duly executed and completed in accordance with the instructions thereto, and such other documents as may be reasonably request). Upon receipt of required pursuant to such “agent’s message”instructions, the holder of such Book Entry Shares Certificate shall be entitled to receive in exchange therefor either the Cash Consideration or a certificate representing that number of whole EZCORP Shares which such holder has the right to receive in respect of the shares of Parent Common Stock, if any, which the aggregate number of Company Common Stock previously formerly represented by such Book Entry Shares shall have been converted Certificate (after taking into account all shares of the Company Common Stock then held by such holder) to which such holder is entitled pursuant to Section 2.01(c) into the right to receive3.1, and the Book Entry Shares 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, payment may be made and shares the applicable Merger Consideration may be issued to a Person other than transferee if the Person in whose name Certificate representing such shares of Company Common Stock is properly endorsed and presented to the Book Entry Shares so surrendered is registered if Exchange Agent, accompanied by all documents required to evidence and effect such Book Entry Shares shall be in proper form for transfer and the Person requesting such payment shall pay by evidence satisfactory to EZCORP that any applicable share transfer or other taxes required by reason of the payment to a Person other than the registered holder of such Book Entry Shares or establish to the satisfaction of Parent that such tax has have been paid or is not applicablepaid. Subject to the last sentence of Section 2.02(c), until Until surrendered as contemplated by this Section 2.02(b)Section, each Book Entry Share Certificate shall be deemed at any time all times after the Effective Time Date to represent only the right to receive upon such surrender the applicable Merger Consideration into which the Company Common Stock theretofore represented by such Book Entry Share have been converted pursuant to Section 2.01Consideration.

Exchange Procedures. The Surviving Corporation As promptly as practicable after the Xtribe Merger Effective Time, WinVest shall instruct use commercially reasonable efforts to cause the Exchange Agent to provide, as soon as reasonably practicable after the Effective Time, mail to each holder of record of a non-certificated shares of Company Common Stock represented by book entry (“Book Entry Shares”) that immediately before the Effective Time represented outstanding shares of Company Common Stock whose shares were converted into the right Units entitled to receive a portion of the Aggregate Merger Consideration pursuant to Section 2.02(c3.01 a letter of transmittal, which shall be in a form reasonably acceptable to WinVest and the Company (the “Letter of Transmittal”), an and shall specify (i) that delivery shall be effected, and risk of loss and title to the certificates evidencing such Company Common Units (the “agent’s message” Certificates”) shall pass, only upon proper delivery and surrender of the Certificates to the Exchange Agent; and (ii) instructions for use in customary form effecting the surrender of the Certificates pursuant to the Letter of Transmittal. Within two (it being understood that 2) Business Days (but in no event prior to the holders of Book Entry Shares will be deemed Xtribe Merger Effective Time) after the surrender to have surrendered such Book Entry Shares upon receipt of an “agent’s message” or such other evidence, if any, as the Exchange Agent of all Certificates held by such holder for cancellation, together with a Letter of Transmittal, duly completed and validly executed in accordance with the instructions thereto and such other documents as may reasonably request). Upon receipt of be required pursuant to such “agent’s message”instructions, the holder of such Book Entry Shares Certificates shall be entitled to receive in exchange therefor therefor, and WinVest shall cause the number Exchange Agent to deliver, the portion of whole shares Aggregate Merger Consideration to which such holder is entitled in accordance with the provisions of Parent Common Stock, if any, which the aggregate number of Company Common Stock previously represented by such Book Entry Shares shall have been converted pursuant to Section 2.01(c) into the right to receive3.01, and the Book Entry Shares 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, payment may be made and shares may be issued to a Person other than the Person in whose name the Book Entry Shares so surrendered is registered if such Book Entry Shares shall be in proper form for transfer and the Person requesting such payment shall pay any transfer or other taxes required by reason of the payment to a Person other than the registered holder of such Book Entry Shares or establish to the satisfaction of Parent that such tax has been paid or is not applicable. Subject to the last sentence of Section 2.02(c), until Until surrendered as contemplated by this Section 2.02(b)3.02, each Book Entry Share Certificate entitled to receive the applicable portion of the Aggregate Merger Consideration in accordance with Section 3.01 shall be deemed at any time all times after the Xtribe Merger Effective Time to represent only the right to receive upon such surrender of such Certificate the portion of the Aggregate Merger Consideration into which that the Company Common Stock theretofore represented by holder of such Book Entry Share have been converted pursuant Certificate is entitled to receive in accordance with the provisions of Section 2.013.01.

Exchange Procedures. The Surviving Corporation (a) Appropriate transmittal materials (“Letter of Transmittal”) in a form satisfactory to WFD and CBNK shall instruct the Exchange Agent to provide, be mailed as soon as reasonably practicable practicable, but in no event later than five Business Days after the Closing Date, after the Effective Time, Time to each holder of record of a non-certificated CBNK Common Stock as of the Effective Time. A Letter of Transmittal will be deemed properly completed only if accompanied by certificates representing all shares of Company CBNK Common Stock represented by book entry (“Book Entry SharesCertificate(s)”) that immediately before to be converted thereby. (b) At and after the Effective Time represented outstanding shares of Company Common Stock whose shares were converted into Time, each Certificate shall represent only the right to receive the Merger Consideration. (c) Prior to the Effective Time, WFD shall (i) reserve for issuance with its transfer agent and registrar a sufficient number of shares of WFD Common Stock to provide for payment of the aggregate Merger Consideration pursuant to Section 2.02(c2.07 and (ii) deposit, or cause to be deposited, with Computershare Trust Company, N.A. (the “Exchange Agent”), an “agent’s message” in customary form (it being understood that for the benefit of the holders of Book Entry shares of CBNK Common Stock, for exchange in accordance with this Section 2.06, an amount of cash sufficient to pay any cash in lieu of Fractional Shares will pursuant to Section 2.03. (d) The Letter of Transmittal shall (i) specify that delivery shall be deemed effected, and risk of loss and title to have surrendered such Book Entry Shares the Certificates shall pass, only upon receipt delivery of an “agent’s message” or such other evidence, if any, as the Certificates to the Exchange Agent may Agent, (ii) be in a form and contain any other provisions as are reasonably request)satisfactory to CBNK and WFD and (iii) include instructions for use in effecting the surrender of the Certificates in exchange for the Merger Consideration. Upon receipt the proper surrender of such “agent’s message”the Certificates to the Exchange Agent, together with a properly completed and duly executed Letter of Transmittal, the holder of such Book Entry Shares Certificates shall be entitled to receive in exchange therefor the a certificate representing that number of whole shares of Parent WFD Common StockStock that such holder has the right to receive pursuant to Section 2.01, and a check in the amount equal to the cash in lieu of Fractional Shares, if any, which that such holder has the aggregate number of Company Common Stock previously represented by such Book Entry Shares shall have been converted right to receive pursuant to Section 2.01(c) into the right to receive2.03, and the Book Entry Shares any dividends or other distributions to which such holder is entitled pursuant to this Section 2.06. Certificates so surrendered shall forthwith be canceled. In As soon as practicable following receipt of the event properly completed Letter of Transmittal and any necessary accompanying documentation, the Exchange Agent shall distribute WFD Common Stock and cash as provided herein. The Exchange Agent shall not be entitled to vote or exercise any rights of ownership with respect to the shares of WFD Common Stock held by it from time to time hereunder, except that it shall receive and hold all dividends or other distributions paid or distributed with respect to such shares for the account of the persons entitled thereto. If there is a transfer of ownership of Company any shares of CBNK Common Stock that is not registered in the transfer records of CBNK, the Company, payment may be made and shares may Merger Consideration shall be issued to a Person other than the Person transferee thereof if the Certificates representing such CBNK Common Stock are presented to the Exchange Agent, accompanied by all documents required, in whose name the Book Entry Shares so surrendered is registered if reasonable judgment of WFD and the Exchange Agent, to evidence and effect such Book Entry Shares shall be in proper form for transfer and the Person requesting such payment shall pay to evidence that any applicable stock transfer taxes have been paid. (e) No dividends or other taxes required by reason of the payment to a Person other than the registered holder of such Book Entry Shares distributions declared or establish to the satisfaction of Parent that such tax has been paid or is not applicable. Subject to the last sentence of Section 2.02(c), until surrendered as contemplated by this Section 2.02(b), each Book Entry Share shall be deemed at any time made after the Effective Time with respect to represent only the right WFD Common Stock issued pursuant to this Agreement shall be remitted to any person entitled to receive shares of WFD Common Stock hereunder until such person surrenders his or her Certificates in accordance with this Section 2.06. Upon the surrender of such person’s Certificates, such person shall be entitled to receive any dividends or other distributions, without interest thereon, which subsequent to the Effective Time had become payable but not paid with respect to shares of WFD Common Stock represented by such person’s Certificates. (f) The stock transfer books of CBNK shall be closed immediately upon such surrender the Effective Time and from and after the Effective Time there shall be no transfers on the stock transfer records of CBNK of any shares of CBNK Common Stock. If, after the Effective Time, Certificates are presented to WFD, they shall be canceled and exchanged for the Merger Consideration into which deliverable in respect thereof pursuant to this Agreement in accordance with the Company Common Stock theretofore represented by such Book Entry Share have been converted procedures set forth in this Section 2.06. (g) Any portion of the aggregate amount of cash to be paid pursuant to Section 2.012.03, any dividends or other distributions to be paid pursuant to this Section 2.06 or any proceeds from any investments thereof that remains unclaimed by the shareholders of CBNK for nine months after the Effective Time shall be repaid by the Exchange Agent to WFD upon the written request of WFD. After such request is made, any shareholders of CBNK who have not theretofore complied with this Section 2.06 shall look only to WFD for the Merger Consideration and cash in lieu of Fractional Shares, if any, deliverable in respect of each share of CBNK Common Stock such shareholder holds, as determined pursuant to Section 2.06 of this Agreement, without any interest thereon. If outstanding Certificates are not surrendered prior to the date on which such payments would otherwise escheat to or become the property of any governmental unit or agency, the unclaimed items shall, to the extent permitted by any abandoned property, escheat or other applicable laws, become the property of WFD (and, to the extent not in its possession, shall be paid over to it), free and clear of all claims or interest of any person previously entitled to such claims. Notwithstanding the foregoing, neither the Exchange Agent nor any party to this Agreement (or any affiliate thereof) shall be liable to any former holder of CBNK Common Stock for any amount delivered to a public official pursuant to applicable abandoned property, escheat or similar laws. (h) WFD and the Exchange Agent shall be entitled to rely upon CBNK’s stock transfer books to establish the identity of those persons entitled to receive the Merger Consideration, which books shall be conclusive with respect thereto. In the event of a dispute with respect to ownership of stock represented by any Certificate, WFD and the Exchange Agent shall be entitled to deposit any Merger Consideration and cash in lieu of Fractional Shares, if any, represented thereby in escrow with an independent third party and thereafter be relieved with respect to any claims thereto. (i) 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 the Exchange Agent or WFD, the posting by such person of a bond in such amount as the Exchange Agent may direct as indemnity against any claim that may be made against it with respect to such Certificate, the Exchange Agent will issue in exchange for such lost, stolen or destroyed Certificate the Merger Consideration and cash in lieu of Fractional Shares, if any, deliverable in respect thereof pursuant to Section 2.03.

Exchange Procedures. The Surviving Corporation shall instruct the Exchange Agent to provide, as As soon as reasonably practicable after the Effective Time and in any event not later than the fifth business day following the Effective Time, ET shall cause the Exchange Agent to mail to each holder of record of a non-certificated shares of Company Common Stock represented by book entry (“Book Entry Shares”) that immediately before ETO Preferred Units, which at the Effective Time represented outstanding shares of Company Common Stock whose shares were converted into the right to receive the applicable portion of the Preferred Merger Consideration pursuant to Section 2.02(c2.1(a), an “agent’s message” (i) a customary letter of transmittal and (ii) instructions for use in effecting the surrender of the certificates or book-entry notations representing ETO Preferred Units (including customary form (it being understood that the holders of Book Entry Shares will be deemed provisions with respect to have surrendered such Book Entry Shares upon receipt delivery of an “agent’s message” or such other evidencewith respect to Book-Entry Units representing ETO Preferred Units) (in each case, if any, as “Certificates”) in exchange for the Exchange Agent may reasonably requestapplicable portion of the Preferred Merger Consideration and any distributions payable pursuant to Section 2.3(c). Upon receipt surrender of Certificates for cancellation to the Exchange Agent, together with such “agent’s message”letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, and such other documents as may reasonably be required by the Exchange Agent, the holder of such Book Entry Shares ETO Preferred Units shall be entitled to receive in exchange therefor the (subject to withholding tax as specified in Section 2.4), as applicable, that number of whole shares of Parent Common Stock, if any, New ET Preferred Units to which the aggregate number of Company Common Stock previously represented by such Book Entry Shares shall have been converted holder is entitled pursuant to Section 2.01(c) into 2.1(c), and a check in an amount equal to the aggregate amount of cash that such holder has a right to receivereceive pursuant to Section 2.3(c) to which such holder is entitled, and the Book Entry Shares ETO Preferred Units represented by the Certificates so surrendered shall forthwith be canceledcancelled. In If any cash payment is to be made to, or any New ET Preferred Units constituting any part of the event applicable portion of a transfer of ownership of Company Common Stock that the Preferred Merger Consideration is not to be registered in the transfer records of the Companyname of, payment may be made and shares may be issued to a Person person other than the Person person in whose name the Book Entry Shares so applicable surrendered ETO Preferred Units is registered if such Book Entry Shares registered, it shall be a condition to the payment or registration thereof that the surrendered Certificate be in proper form for transfer and that the Person person requesting such payment shall or delivery of the Preferred Merger Consideration pay any transfer or other taxes similar Taxes required by reason as a result of such registration in the payment to name of a Person person other than the registered holder of such Book Entry Shares Certificate or establish to the satisfaction of Parent the Exchange Agent that such tax Tax has been paid or is not applicablepayable. Subject to the last sentence of Section 2.02(c), until Until surrendered as contemplated by this Section 2.02(b2.3(b), each Book Entry Share Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the applicable portion of the Preferred Merger Consideration into which the Company Common Stock theretofore represented by such Book Entry Share have been converted (and any amounts to be paid pursuant to Section 2.012.3(c)) upon such surrender. No interest shall be paid or shall accrue on any amount payable pursuant to Section 2.3(c).

Exchange Procedures. The Surviving Corporation shall instruct the Exchange Agent to provide, as As soon as reasonably practicable after the Effective Time, the Exchange Agent shall mail to each holder of record of a non-certificated shares of Company Common Stock represented by book entry (“Book Entry Shares”) that certificate or certificates which immediately before prior to the Effective Time represented outstanding shares of Company CompCore Common Stock (each a "Certificate," and collectively, the "Certificates") whose shares were converted pursuant to Section 2.1 and the Merger Agreement into the right to receive Merger Consideration pursuant shares of ▇▇▇▇▇ Common Stock (i) a letter of transmittal, which shall specify that delivery shall be effected, and risk of loss and title to Section 2.02(c)the Certificates shall pass, an “agent’s message” in customary form (it being understood that only upon delivery of the holders of Book Entry Shares will be deemed Certificates to have surrendered such Book Entry Shares upon receipt of an “agent’s message” or such other evidence, if any, as the Exchange Agent and shall be in such form and have such other provisions as ▇▇▇▇▇ and CompCore may reasonably request)specify, and (ii) instructions for use in effecting the surrender of the Certificates in exchange for certificates representing shares of ▇▇▇▇▇ Common Stock. Upon receipt surrender of a Certificate for cancellation to the Exchange Agent or to such “agent’s message”other agent or agents as may be appointed by ▇▇▇▇▇, together with a duly executed letter of transmittal, the holder of such Book Entry Shares Certificate shall be entitled to receive in exchange therefor the a certificate representing that number of whole shares of Parent Common Stock, if any, which the aggregate number of Company ▇▇▇▇▇ Common Stock previously represented by which such Book Entry Shares shall have been converted pursuant to Section 2.01(c) into holder has the right to receivereceive pursuant to the provisions of Section 2.1(b) less such holder's pro rata portion of the Escrow Shares, and the Book Entry Shares Certificate so surrendered shall forthwith immediately be canceled. In the event of a transfer of ownership of Company CompCore Common Stock that which is not registered in the transfer records of CompCore, a certificate representing the Company, payment may be made and proper number of shares of ▇▇▇▇▇ Common Stock may be issued to a Person other than transferee if the Person in whose name Certificate representing such CompCore Common Stock is presented to the Book Entry Shares so surrendered is registered if Exchange Agent, accompanied by all documents required to evidence and effect such Book Entry Shares shall be in proper form for transfer and the Person requesting such payment shall pay by evidence that any applicable stock transfer or other taxes required by reason of the payment to a Person other than the registered holder of such Book Entry Shares or establish to the satisfaction of Parent that such tax has have been paid or is not applicablepaid. Subject to the last sentence of Section 2.02(c), until Until surrendered as contemplated by this Section 2.02(b)2.2, each Book Entry Share Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration into which the Company certificate representing shares of ▇▇▇▇▇ Common Stock theretofore represented and cash in lieu of any fractional shares of ▇▇▇▇▇ Common Stock as contemplated by this Section 2.2. The instructions for effecting the surrender of the Certificates shall set forth procedures that must be taken by the holder of any Certificate that has been lost, destroyed or stolen. It shall be a condition to the right of such Book Entry Share holder to receive a certificate representing shares of ▇▇▇▇▇ Common Stock that the Exchange Agent shall have been converted pursuant received, along with the letter of transmittal, a duly executed lost certificate affidavit, including an agreement to Section 2.01.indemnify ▇▇▇▇▇, signed exactly as the name or names of the registered holder or holders appeared on the books of CompCore immediately prior to the Effective Time, together with such other documents as ▇▇▇▇▇ or the Exchange Agent may reasonably require in connection therewith; provided that such holder shall not be required to furnish a bond. (c)

Exchange Procedures. The Surviving Corporation shall instruct the Exchange Agent to provide, as soon as reasonably practicable No later than five (5) days after the Effective Time, the Exchange Agent shall mail to each holder of record of a non-certificated shares of Company Common Stock represented by book entry (“Book Entry Shares”) that certificate or certificates which immediately before prior to the Effective Time represented outstanding shares of Company Common Stock whose shares Shares which were converted into the right to receive Merger Consideration shares of Acquiror Common Stock pursuant to Section 2.02(c1.6 (a "Certificate" or "Certificates"), an “agent’s message” (i) a letter of transmittal and (ii) instructions for use in customary form (it being understood that effecting the holders surrender of Book Entry Shares will be deemed the Certificates in exchange for certificates representing shares of Acquiror Common Stock. Upon surrender of a Certificate for cancellation to have surrendered such Book Entry Shares upon receipt of an “agent’s message” or such other evidence, if any, as the Exchange Agent may reasonably request). Upon receipt together with such letter of such “agent’s message”transmittal, duly executed, the holder of such Book Entry Shares Certificate shall be entitled to receive in exchange therefor the a certificate representing that number of whole shares of Parent Common Stock, if any, which the aggregate number of Company Acquiror Common Stock previously represented by which such Book Entry Shares shall have been converted pursuant to Section 2.01(c) into holder has the right to receivereceive in respect of the Certificate surrendered pursuant to the provisions of this Article I (after taking into account all Shares then held by such holder), and the Book Entry Shares Certificate so surrendered shall forthwith be canceled. 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, payment may be made and a certificate representing the proper number of shares of Acquiror Common Stock may be issued to a Person other than transferee if the Person in whose name Certificate representing such Shares is presented to the Book Entry Shares so surrendered is registered if Exchange Agent, accompanied by all documents required to evidence and effect such Book Entry Shares shall be in proper form for transfer and by evidence that any applicable stock transfer taxes have been paid. In the Person requesting event any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming such payment shall pay Certificate to be lost, stolen or destroyed and the posting by such person of a bond in such amount as the Acquiror may reasonably direct as indemnity against any transfer claim that may be made against it or other taxes required by reason the Exchange Agent with respect to such Certificate, the Exchange Agent will issue in exchange for such lost, stolen or destroyed Certificate a certificate representing the proper number of the payment to a Person other than the registered holder shares of such Book Entry Shares or establish to the satisfaction of Parent that such tax has been paid or is not applicableAcquiror Common Stock. Subject to the last sentence of Section 2.02(c), until Until surrendered as contemplated by this Section 2.02(b)1.8, each Book Entry Share Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration into which the Company certificate representing shares of Acquiror Common Stock, dividends, cash in lieu of any fractional shares of Acquiror Common Stock theretofore represented as contemplated by such Book Entry Share have been converted pursuant to Section 2.011.8(e) and other distributions as contemplated by Section 1.8(c).

Exchange Procedures. The Surviving Corporation shall instruct the Exchange Agent to provide, as As soon as reasonably practicable after the Effective Time, the Exchange and Paying Agent shall mail to each holder of record of a non-certificated shares of Company Common Stock represented by book entry (“Book Entry Shares”) that certificate or certificates which immediately before prior to the Effective Time represented outstanding shares of Company CEI Common Stock (or CEI Common Stock held by CECONY) or outstanding NU Common Shares together with the associated NU Rights (the "Certificates") whose shares were converted into the right to receive the Merger Consideration pursuant to Section 2.02(c)this Article II, an “agent’s message” (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange and Paying Agent and shall be in customary such form (it being understood that the holders of Book Entry Shares will be deemed to and have surrendered such Book Entry Shares upon receipt of an “agent’s message” or such other evidence, if any, provisions as CEI and NU may reasonably specify) and (ii) instructions for use in surrendering the Certificates in exchange for the Merger Consideration. Upon surrender of a Certificate for cancelation to the Exchange Agent and Paying Agent, together with such letter of transmittal, duly executed, and such other documents as may reasonably request). Upon receipt of such “agent’s message”be required by the Exchange and Paying Agent, the holder of such Book Entry Shares Certificate shall be entitled to receive and the Exchange and Paying Agent shall deliver, as the case may be, in exchange therefor the (i) a certificate representing that number of whole shares of Parent Common Stock, if any, which the aggregate number of Company Common Stock previously represented by such Book Entry Shares shall have been converted (together with certain dividends or other distributions in accordance with Section 2.04(c), cash in lieu of fractional shares in accordance with Section 2.04(e) and any cash payable pursuant to Section 2.01(c2.03) into that such holder has the right to receive or (ii) the amount of cash that such holder is entitled to receive, in each case pursuant to the provisions of this Article II, and the Book Entry Shares Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of Company CEI Common Stock or NU Common Shares and the associated NU Rights that is not registered in the transfer records of CEI or NU, as the Companycase may be, payment may be made and a certificate representing the proper number of shares of Company Common Stock may be issued to a Person person other than the Person person in whose name the Book Entry Shares Certificate so surrendered is registered if such Book Entry Shares Certificate shall be properly endorsed or otherwise be in proper form for transfer and the Person person requesting such payment issuance shall pay any transfer or other taxes required by reason of the payment issuance of shares of Company Common Stock to a Person person other than the registered holder of such Book Entry Shares Certificate or establish to the satisfaction of Parent the Company that such tax has been paid or is not applicable. Subject to the last sentence of Section 2.02(c), until Until surrendered as contemplated by this Section 2.02(b)2.04, each Book Entry Share Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration into 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 2.04(c) and cash in lieu of any fractional shares of Company Common Stock theretofore represented by such Book Entry Share have been converted in accordance with Section 2.04(e). No interest shall be paid or will accrue on the Merger Consideration or any cash payable to holders of Certificates pursuant to Section 2.01the provisions of this Article II.

Exchange Procedures. The Surviving Corporation shall instruct the Exchange Agent to provide, as As soon as reasonably practicable after the Effective Time, the Surviving Corporation shall cause the Exchange Agent to mail to each holder of record of a non-certificated shares of Company Common Stock represented by book entry (“Book Entry Shares”) that certificate or certificates which immediately before prior to the Effective Time represented outstanding shares of Company Common Stock and associated Company Rights (the "Certificates") whose shares were converted into the right to receive Merger Consideration pursuant to Section 2.02(c), an “agent’s message” in customary form (it being understood that the holders of Book Entry Shares will be deemed to have surrendered such Book Entry Shares upon receipt of an “agent’s message” or such other evidence, if any, as the Exchange Agent may reasonably request). Upon receipt of such “agent’s message”, the holder of such Book Entry Shares shall be entitled to receive in exchange therefor the number of whole shares of Parent Common Stock, if any, which the aggregate number of and associated Company Common Stock previously represented by such Book Entry Shares shall have been Rights are converted pursuant to Section 2.01(c) into the right to receivereceive shares of Parent Common Stock (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Agent and shall be in such form and have such other provisions as the Surviving Corporation may reasonably specify (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 effecting the surrender of the Certificates in exchange for certificates representing shares of Parent Common Stock and cash in lieu of fractional shares. Upon surrender of a Certificate for cancellation to the Exchange Agent, together with such letter of transmittal duly executed and completed in accordance with its terms, the holder of such Certificate shall be entitled to receive in exchange therefor a certificate representing that number of whole shares of Parent Common Stock, plus the cash amount payable in lieu of fractional shares in accordance with Section 2.02(e), which such holder has the right to receive pursuant to the provisions of this Article II, and the Book Entry Shares 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, payment may be made and a certificate representing that number of whole shares of Parent Common Stock, plus the cash amount payable in lieu of fractional shares in accordance with Section 2.02(e), may be issued to a Person other than transferee if the Person in whose name Certificate representing such Company Common Stock is presented to the Book Entry Shares so surrendered is registered if Exchange Agent accompanied by all documents required to evidence and effect such Book Entry Shares shall be in proper form for transfer and the Person requesting such payment shall pay by evidence that any applicable stock transfer or other taxes required by reason of the payment to a Person other than the registered holder of such Book Entry Shares or establish to the satisfaction of Parent that such tax has have been paid or is not applicablepaid. Subject to the last sentence of Section 2.02(c), until Until surrendered as contemplated by this Section 2.02(b), each Book Entry Share 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 the Merger Consideration number of shares of Parent Common Stock into which the number of shares of Company Common Stock theretofore represented by such Book Entry Share shown thereon have been converted pursuant to as contemplated by this Article II. Notwithstanding the foregoing, Certificates representing Company Common Stock surrendered for exchange by any person constituting an "affiliate" of the Company for purposes of Section 2.016.04 shall not be exchanged until Parent has received an Affiliate Agreement as provided in Section 6.04.

Exchange Procedures. The Surviving Corporation shall instruct the Exchange Agent to provide, as As soon as reasonably practicable but in no event later than five days after the Effective Time, Golden State shall cause the Exchange Agent to mail to each holder of record of a non-certificated shares of Company Common Stock represented by book entry (“Book Entry Shares”) that certificate or certificates which immediately before prior to the Effective Time represented outstanding shares of Company CENFED Common Stock (the "Certificates") whose shares were converted into the right to receive Merger Consideration shares of Golden State Common Stock pursuant to Section 2.02(c)2.1 (i) a letter of transmittal (which shall specify that delivery shall be effected, an “agent’s message” in customary form (it being understood that and risk of loss and title to the holders Certificates shall pass, only upon delivery of Book Entry Shares will be deemed the Certificates to have surrendered such Book Entry Shares upon receipt of an “agent’s message” or such other evidence, if any, as the Exchange Agent and shall be in such form and have such other provisions as Golden State and CENFED may reasonably requestspecify), and (ii) instructions for use in effecting the surrender of the Certificates in exchange for certificates representing shares of Golden State Common Stock. Upon receipt surrender of a Certificate for cancellation to the Exchange Agent together with such “agent’s message”letter of transmittal, duly executed, the holder of such Book Entry Shares Certificate shall be entitled to receive in exchange therefor the a certificate representing that number of whole shares of Parent Common Stock, if any, which the aggregate number of Company Golden State Common Stock previously represented by which such Book Entry Shares shall have been converted pursuant to Section 2.01(c) into holder has the right to receivereceive in respect of the Certificate surrendered pursuant to the provisions of this Article II (after taking into account all shares of CENFED common stock then held by such holder), and the Book Entry Shares Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of Company CENFED Common Stock that which is not registered in the transfer records of CENFED, a certificate representing the Company, payment may be made and proper number of shares of Golden State Common Stock may be issued to a Person other than transferee if the Person in whose name Certificate representing such CENFED Common Stock is presented to the Book Entry Shares so surrendered is registered if Exchange Agent accompanied by all documents required to evidence and effect such Book Entry Shares shall be in proper form for transfer and the Person requesting such payment shall pay by evidence that any applicable stock transfer or other taxes required by reason of the payment to a Person other than the registered holder of such Book Entry Shares or establish to the satisfaction of Parent that such tax has have been paid or is not applicablepaid. Subject to the last sentence of Section 2.02(c), until Until surrendered as contemplated by this Section 2.02(b)2.2, each Book Entry Share Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration into which the Company certificate representing shares of Golden State Common Stock theretofore represented and cash in lieu of any fractional shares of Golden State Common Stock as contemplated by such Book Entry Share have been converted pursuant to this Section 2.012.2.

Exchange Procedures. The Surviving Corporation shall instruct the Exchange Agent to provide, as As soon as reasonably practicable after the Effective Time, Newco shall cause the Exchange Agent to mail to each holder of record of a non-certificated shares of Company Common Stock represented by book entry (“Book Entry Shares”) that immediately before the Effective Time represented outstanding shares of Company Common Stock Certificate whose shares were converted pursuant to Section 2.1(c) into the right to receive the Merger Consideration pursuant to Section 2.02(c), an “agent’s message” (i) a letter of transmittal in customary form as reasonably agreed by the parties which (it being understood A) shall specify that delivery shall be effected, and risk of loss and title to the holders Certificates shall pass, only upon delivery of Book Entry Shares will be deemed the Certificates to have surrendered such Book Entry Shares upon receipt of an “agent’s message” or such other evidence, if any, as the Exchange Agent and (B) shall have such other provisions as American and US Airways may reasonably request)specify and (ii) instructions for effecting the surrender of the Certificates in exchange for the Merger Consideration. Upon receipt proper surrender of a Certificate to the Exchange Agent, together with such “agent’s message”letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, and such other documents as may reasonably be required by the Exchange Agent, the holder of such Book Entry Shares Certificate shall be entitled to receive in exchange therefor the a Newco Common Certificate representing that number of whole shares of Parent Newco Common Stock, if any, which Stock that such holder has the right to receive in respect of the aggregate number of Company shares of US Airways Common Stock previously represented by such Book Entry Shares shall have been converted Certificate pursuant to Section 2.01(c2.1(c) into and a check representing cash in respect of any dividends or other distributions that the holder has the right to receivereceive pursuant to Section 2.2(c), and the Book Entry Shares Certificate so surrendered shall forthwith immediately be canceled. In the event of a transfer of ownership of Company US Airways Common Stock that is not registered in the transfer records of US Airways, a Newco Common Certificate representing the Company, payment proper number of shares of Newco Common Stock pursuant to Section 2.1(c) and a check representing cash in respect of any dividends or other distributions that the holder has the right to receive pursuant to Section 2.2(c) may be made and shares may be issued delivered to a Person other than transferee if the Person in whose name Certificate representing such US Airways Common Stock is presented to the Book Entry Shares so surrendered is registered if Exchange Agent, accompanied by all documents required to evidence and effect such Book Entry Shares shall be in proper form for transfer and the Person requesting such payment shall pay by evidence that any applicable transfer or other taxes required by reason of the payment to a Person other than the registered holder of such Book Entry Shares or establish to the satisfaction of Parent that such tax has Taxes have been paid or is not applicablepaid. Subject to the last sentence of Section 2.02(c), until Until surrendered as contemplated by this Section 2.02(b)2.2, each Book Entry Share Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration into which that the Company Common Stock theretofore represented by holder of such Book Entry Share have been converted Certificate has the right to receive in respect of such Certificate pursuant to Section 2.012.1(c) (and cash in respect of any dividends or other distributions pursuant to Section 2.2(c)). No interest shall be paid or shall accrue on the cash payable upon surrender of any Certificate.

Exchange Procedures. The Surviving Corporation (a) Appropriate transmittal materials (“Letter of Transmittal”) in a form satisfactory to BHB and LSBG shall instruct the Exchange Agent to provide, be mailed as soon as reasonably practicable practicable, but in no event later than five Business Days after the Closing Date, after the Effective Time, Time to each holder of record of a non-certificated LSBG Common Stock as of the Effective Time. A Letter of Transmittal will be deemed properly completed only if accompanied by certificates representing all shares of Company LSBG Common Stock represented by book entry (“Book Entry SharesCertificate(s)”) that immediately before to be converted thereby. (b) At and after the Effective Time represented outstanding shares of Company Common Stock whose shares were converted into Time, each Certificate shall represent only the right to receive the Merger Consideration. (c) Prior to the Effective Time, BHB shall (i) reserve for issuance with its transfer agent and registrar a sufficient number of shares of BHB Common Stock to provide for payment of the aggregate Merger Consideration pursuant to Section 2.02(c2.07 and (ii) deposit, or cause to be deposited, with American Stock Transfer & Trust Company, LLC (the “Exchange Agent”), an “agent’s message” in customary form (it being understood that for the benefit of the holders of Book Entry shares of LSBG Common Stock, for exchange in accordance with this Section 2.06, an amount of cash sufficient to pay any cash in lieu of Fractional Shares will pursuant to Section 2.03. (d) The Letter of Transmittal shall (i) specify that delivery shall be deemed effected, and risk of loss and title to have surrendered such Book Entry Shares the Certificates shall pass, only upon receipt delivery of an “agent’s message” or such other evidence, if any, as the Certificates to the Exchange Agent may Agent, (ii) be in a form and contain any other provisions as are reasonably request)satisfactory to LSBG and BHB and (iii) include instructions for use in effecting the surrender of the Certificates in exchange for the Merger Consideration. Upon receipt the proper surrender of such “agent’s message”the Certificates to the Exchange Agent, together with a properly completed and duly executed Letter of Transmittal, the holder of such Book Entry Shares Certificates shall be entitled to receive in exchange therefor the a certificate representing that number of whole shares of Parent BHB Common StockStock that such holder has the right to receive pursuant to Section 2.01, and a check in the amount equal to the cash in lieu of Fractional Shares, if any, which that such holder has the aggregate number of Company Common Stock previously represented by such Book Entry Shares shall have been converted right to receive pursuant to Section 2.01(c) into the right to receive2.03, and the Book Entry Shares any dividends or other distributions to which such holder is entitled pursuant to this Section 2.06. Certificates so surrendered shall forthwith be canceled. In As soon as practicable following receipt of the event properly completed Letter of Transmittal and any necessary accompanying documentation, the Exchange Agent shall distribute BHB Common Stock and cash as provided herein. The Exchange Agent shall not be entitled to vote or exercise any rights of ownership with respect to the shares of BHB Common Stock held by it from time to time hereunder, except that it shall receive and hold all dividends or other distributions paid or distributed with respect to such shares for the account of the persons entitled thereto. If there is a transfer of ownership of Company any shares of LSBG Common Stock that is not registered in the transfer records of LSBG, the Company, payment may be made and shares may Merger Consideration shall be issued to a Person other than the Person transferee thereof if the Certificates representing such LSBG Common Stock are presented to the Exchange Agent, accompanied by all documents required, in whose name the Book Entry Shares so surrendered is registered if reasonable judgment of BHB and the Exchange Agent, to evidence and effect such Book Entry Shares shall be in proper form for transfer and the Person requesting such payment shall pay to evidence that any applicable stock transfer taxes have been paid. (e) No dividends or other taxes required by reason of the payment to a Person other than the registered holder of such Book Entry Shares distributions declared or establish to the satisfaction of Parent that such tax has been paid or is not applicable. Subject to the last sentence of Section 2.02(c), until surrendered as contemplated by this Section 2.02(b), each Book Entry Share shall be deemed at any time made after the Effective Time with respect to represent only the right BHB Common Stock issued pursuant to this Agreement shall be remitted to any person entitled to receive shares of BHB Common Stock hereunder until such person surrenders his or her Certificates in accordance with this Section 2.06. Upon the surrender of such person’s Certificates, such person shall be entitled to receive any dividends or other distributions, without interest thereon, which subsequent to the Effective Time had become payable but not paid with respect to shares of BHB Common Stock represented by such person’s Certificates. (f) The stock transfer books of LSBG shall be closed immediately upon such surrender the Effective Time and from and after the Effective Time there shall be no transfers on the stock transfer records of LSBG of any shares of LSBG Common Stock. If, after the Effective Time, Certificates are presented to BHB, they shall be canceled and exchanged for the Merger Consideration into which deliverable in respect thereof pursuant to this Agreement in accordance with the Company Common Stock theretofore represented by such Book Entry Share have been converted procedures set forth in this Section 2.06. (g) Any portion of the aggregate amount of cash to be paid pursuant to Section 2.012.03, any dividends or other distributions to be paid pursuant to this Section 2.06 or any proceeds from any investments thereof that remains unclaimed by the shareholders of LSBG for nine months after the Effective Time shall be repaid by the Exchange Agent to BHB upon the written request of BHB. After such request is made, any shareholders of LSBG who have not theretofore complied with this Section 2.06 shall look only to BHB for the Merger Consideration and cash in lieu of Fractional Shares, if any, deliverable in respect of each share of LSBG Common Stock such shareholder holds, as determined pursuant to Section 2.06 of this Agreement, without any interest thereon. If outstanding Certificates are not surrendered prior to the date on which such payments would otherwise escheat to or become the property of any governmental unit or agency, the unclaimed items shall, to the extent permitted by any abandoned property, escheat or other applicable laws, become the property of BHB (and, to the extent not in its possession, shall be paid over to it), free and clear of all claims or interest of any person previously entitled to such claims. Notwithstanding the foregoing, neither the Exchange Agent nor any party to this Agreement (or any affiliate thereof) shall be liable to any former holder of LSBG Common Stock for any amount delivered to a public official pursuant to applicable abandoned property, escheat or similar laws. (h) BHB and the Exchange Agent shall be entitled to rely upon LSBG’s stock transfer books to establish the identity of those persons entitled to receive the Merger Consideration, which books shall be conclusive with respect thereto. In the event of a dispute with respect to ownership of stock represented by any Certificate, BHB and the Exchange Agent shall be entitled to deposit any Merger Consideration and cash in lieu of Fractional Shares, if any, represented thereby in escrow with an independent third party and thereafter be relieved with respect to any claims thereto. (i) 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 the Exchange Agent or BHB, the posting by such person of a bond in such amount as the Exchange Agent may direct as indemnity against any claim that may be made against it with respect to such Certificate, the Exchange Agent will issue in exchange for such lost, stolen or destroyed Certificate the Merger Consideration and cash in lieu of Fractional Shares, if any, deliverable in respect thereof pursuant to Section 2.03.

Exchange Procedures. The Surviving Corporation shall instruct the Exchange Agent to provide, as soon as reasonably practicable Promptly after the Effective Time, Holdco shall cause the Exchange Agent to mail to each holder of record (as of the Effective Time) of, or entitled to, a non-certificated shares of Company Common Stock represented by book entry certificate or certificates (“Book Entry Shares”the "Certificates") that which immediately before prior to the Effective Time represented outstanding shares of Company NPS Common Stock Stock, including, for greater certainty, the holders (other than NPS or any of its Subsidiaries) of certificates including Exchangeable Shares purchased by an affiliate of NPS prior to the Effective Time, and Enzon Common Stock, in each case, whose shares were converted into the right to receive Merger Consideration shares of Holdco Common Stock pursuant to Section 2.02(c)1.9 and Section 1.10 hereof, an “agent’s message” cash in customary form lieu of any fractional shares pursuant to Section 1.11(d) hereof and any dividends or other distributions pursuant to Section 1.11(e) hereof: (it being understood i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the holders Certificates shall pass, only upon delivery of Book Entry Shares will be deemed the Certificates to have surrendered such Book Entry Shares upon receipt of an “agent’s message” or such other evidence, if any, as the Exchange Agent and shall be in such form and have such other provisions as NPS and Enzon may reasonably request)specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for certificates representing whole shares of Holdco Common Stock, cash in lieu of any fractional shares pursuant to Section 1.11(d) hereof and any dividends or other distributions pursuant to Section 1.11(e) hereof. Upon receipt surrender of Certificates for cancellation to the Exchange Agent, together with such “agent’s message”letter of transmittal, duly completed and validly executed in accordance with the instructions thereto and such other documents as may reasonably be required by the Exchange Agent, the holder of such Book Entry Shares Certificates shall be entitled to receive in exchange therefor the number of whole shares of Parent Common Stock, if any, which the aggregate number of Company Holdco Common Stock previously represented (after taking into account all Certificates surrendered by such Book Entry Shares shall have been converted holder) to which such holder is entitled pursuant to Section 2.01(c) into 1.9 and Section 1.10 hereof (which shall be in uncertificated book entry form unless a physical certificate is requested or is otherwise required by applicable Legal Requirements), payment in lieu of fractional shares which such holder has the right to receivereceive pursuant to Section 1.11(d) hereof and any dividends or distributions payable pursuant to Section 1.11(e), and the Book Entry Shares 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 CompanyUntil so surrendered, payment may be made and shares may be issued to a Person other than the Person in whose name the Book Entry Shares so surrendered is registered if such Book Entry Shares shall be in proper form for transfer and the Person requesting such payment shall pay any transfer or other taxes required by reason of the payment to a Person other than the registered holder of such Book Entry Shares or establish to the satisfaction of Parent that such tax has been paid or is not applicable. Subject to the last sentence of Section 2.02(c), until surrendered as contemplated by this Section 2.02(b), each Book Entry Share shall outstanding Certificates will be deemed at any time from and after the Effective Time Time, for all corporate purposes, to represent only evidence the ownership of the number of full shares of Holdco Common Stock into which such shares of NPS Common Stock or Enzon Common Stock shall have been so converted and the right to receive upon such surrender an amount in cash in lieu of the Merger Consideration into which the Company Common Stock theretofore represented by such Book Entry Share have been converted issuance of any fractional shares in accordance with Section 1.11(d) hereof and any dividends or distributions payable pursuant to Section 2.011.11(e) hereof.

Exchange Procedures. The Surviving Corporation shall instruct the Exchange Agent to provide, as (a) As soon as reasonably practicable after the Effective Time, the Paying Agent shall mail to each holder of record of a non-certificated shares of Company Common Stock represented by book entry (“Book Entry Shares”) that Certificate or Certificates that, immediately before prior to the Effective Time Time, represented outstanding shares of Company Common Stock whose shares were Shares subsequently converted into the right to receive the Merger Consideration pursuant Consideration, as set forth in Section 1.4: (i) a letter of transmittal (a “Letter of Transmittal”) that (A) shall specify that delivery shall be effected and risk of loss and title to the Certificates shall pass only upon proper delivery of the Certificates to the Paying Agent (or an affidavit of loss in lieu thereof, together with any bond or indemnity agreement, as contemplated by Section 2.02(c), an “agent’s message” 2.6) and (B) shall be in customary such form (it being understood that the holders of Book Entry Shares will be deemed to and have surrendered such Book Entry Shares upon receipt of an “agent’s message” or such other evidence, if any, provisions as the Exchange Agent Surviving Corporation may reasonably request). specify; and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the applicable Merger Consideration. (b) Upon receipt surrender of such “agent’s message”a Certificate for cancellation to the Paying Agent, together with a Letter of Transmittal, duly completed and executed, and any other documents reasonably required by the Paying Agent or the Surviving Corporation, (i) the holder of such Book Entry Shares Certificate shall be entitled to receive in exchange therefor a check representing the number applicable amount of whole shares of Parent Common Stock, if any, which cash that such holder has the aggregate number of Company Common Stock previously represented by such Book Entry Shares shall have been converted right to receive pursuant to Section 2.01(c1.4 and (ii) into the right to receive, and the Book Entry Shares Certificate so surrendered shall forthwith be canceled. In No interest will be paid or accrued on the event of a transfer of ownership of Company Common Stock that is not registered in the transfer records cash payable upon surrender of the Company, payment may be made and shares may be issued to a Person other than the Person in whose name the Book Entry Shares so surrendered is registered if such Book Entry Shares shall be in proper form for transfer and the Person requesting such payment shall pay any transfer or other taxes required by reason of the payment to a Person other than the registered holder of such Book Entry Shares or establish to the satisfaction of Parent that such tax has been paid or is not applicableCertificates. Subject to the last sentence of Section 2.02(c), until Until surrendered as contemplated by this Section 2.02(b)2.2, each Book Entry Share such 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. (c) Notwithstanding anything to the contrary contained in this Agreement, any holder of Book-Entry Shares shall not be required to deliver a Certificate but may, if required by the Paying Agent, be required to deliver an executed Letter of Transmittal to the Paying Agent to receive the Merger Consideration that such holder is entitled to receive pursuant to this Article II. Each holder of record of one or more Book-Entry Shares whose Shares were converted into the right to receive the Merger Consideration shall automatically upon the Effective Time or following the Paying Agent’s receipt of the applicable Letter of Transmittal (or, at any later time at which such Book-Entry Shares shall be so converted) be entitled to receive, and Parent shall cause the Company Common Stock theretofore represented Paying Agent to pay and deliver as promptly as practicable after such time, the Merger Consideration to which such holder is entitled pursuant to receive this Article II. (d) In the event of a transfer of ownership of Shares that is not registered in the transfer records of the Company, the appropriate amount of the Merger Consideration may be paid to a transferee if the Certificate representing such Shares is presented to the Paying Agent properly endorsed or accompanied by appropriate stock powers and otherwise in proper form for transfer and accompanied by all documents reasonably required by the Paying Agent to evidence and effect such Book Entry Share transfer and to evidence that any applicable Taxes have been converted pursuant to Section 2.01paid.

Exchange Procedures. 2.2.1 Immediately prior to the Effective Time, Purchaser shall deposit with a paying agent mutually acceptable to Parent and the Company (the "Paying Agent"), in trust for the holders of record of Common Stock immediately prior to the Effective Time (the "Company Stockholders") cash in an aggregate amount equal to the Merger Consideration (such deposit with the Paying Agent pursuant to this paragraph is referred to as the "Payment Fund"). The Surviving Corporation Payment Fund shall instruct the Exchange Agent to provide, not be used for any purpose except as provided in this Agreement. 2.2.2 As soon as reasonably practicable after the Effective Time, the Surviving Corporation shall cause the Paying Agent to mail to each holder Company Stockholder a letter of record transmittal and instructions for use (the "Letter of a non-certificated shares Transmittal") in effecting the surrender of Company certificates representing Common Stock represented by book entry (“Book Entry Shares”) that outstanding immediately before prior to the Effective Time represented outstanding shares ("Certificates"). The Letter of Company Common Stock whose shares were converted into Transmittal shall be in appropriate and customary form, include provisions stating that delivery shall be effected, and risk of loss and title to such Certificates shall pass, only upon delivery of the right Certificates to receive the Paying Agent, provide instructions for effecting the surrender of such Certificates in exchange for the Merger Consideration pursuant to Section 2.02(c), an “agent’s message” in customary form (it being understood that the holders of Book Entry Shares will be deemed to have surrendered such Book Entry Shares upon receipt of an “agent’s message” or and provide such other evidence, if any, provisions as the Exchange Agent Purchaser may reasonably requestspecify (including those provisions described in this Section 2.2). Upon receipt surrender of a Certificate for cancellation to the Paying Agent, together with such “agent’s message”Letter of Transmittal, duly and properly executed, the holder of such Book Entry Shares Certificate shall be entitled to receive in exchange therefor therefore the number portion of whole shares of Parent Common Stock, if any, which the aggregate number of Company Common Stock previously Merger Consideration represented by such Book Entry Shares shall have been converted the Certificate pursuant to Section 2.01(c2.1.1 of this Agreement. If the Merger Consideration (or any portion thereof) into is to be delivered to any person other than the right to receive, and person in whose name the Book Entry Shares so surrendered shall forthwith be canceled. In the event of a transfer of ownership of Company Certificate representing Common Stock that surrendered in exchange therefor is not registered in on the transfer records record books of the Company, payment may it shall be made and shares may be issued a condition to a Person other than such exchange that the Person in whose name the Book Entry Shares Certificate so surrendered is registered if such Book Entry Shares shall be properly endorsed or otherwise be in proper form for transfer and that the Person person requesting such payment exchange shall pay to the Paying Agent any transfer or other taxes required by reason of the payment of such consideration to a Person person other than the registered holder of such Book Entry Shares the Certificate surrendered, or shall establish to the satisfaction of Parent the Paying Agent that such tax has been paid or is not applicable. Subject to No interest will be paid or will accrue on the last sentence cash payable upon surrender of Section 2.02(c), until any Certificate. Until surrendered as contemplated by this Section 2.02(b)2.2, each Book Entry Share shall be deemed Certificate shall, at any time and after the Effective Time Time, be deemed to represent only the right to receive receive, upon surrender of such surrender Certificate, the Merger Consideration into which with respect to the shares of Common Stock represented thereby. 2.2.3 At and after the Effective Time, there shall be no transfers on the stock transfer books of the Company of the Common Stock theretofore represented by such Book Entry Share have been converted pursuant of which were outstanding immediately prior to the Effective Time. If, after the Effective Time, Certificates are presented to the Surviving Corporation, they shall be canceled and exchanged as provided in this Section 2.012.

Exchange Procedures. The Surviving Corporation shall instruct the Exchange Agent to provide, as As soon as reasonably practicable but in no event later than five days after the Effective Time, Golden State shall cause the Exchange Agent to mail to each holder of record of a non-certificated shares of Company Common Stock represented by book entry (“Book Entry Shares”) that certificate or certificates which immediately before prior to the Effective Time represented outstanding shares of Company RedFed Common Stock (the "Certificates") whose shares were converted into the right to receive Merger Consideration shares of Golden State Common Stock pursuant to Section 2.02(c)2.1 (i) a letter of transmittal (which shall specify that delivery shall be effected, an “agent’s message” in customary form (it being understood that and risk of loss and title to the holders Certificates shall pass, only upon delivery of Book Entry Shares will be deemed the Certificates to have surrendered such Book Entry Shares upon receipt of an “agent’s message” or such other evidence, if any, as the Exchange Agent and shall be in such form and have such other provisions as Golden State and RedFed may reasonably requestspecify), and (ii) instructions for use in effecting the surrender of the Certificates in exchange for certificates representing shares of Golden State Common Stock. Upon receipt surrender of a Certificate for cancellation to the Exchange Agent together with such “agent’s message”letter of transmittal, duly executed, the holder of such Book Entry Shares Certificate shall be entitled to receive in exchange therefor the a certificate representing that number of whole shares of Parent Common Stock, if any, which the aggregate number of Company Golden State Common Stock previously represented by which such Book Entry Shares shall have been converted pursuant to Section 2.01(c) into holder has the right to receivereceive in respect of the Certificate surrendered pursuant to the provisions of this Article II (after taking into account all shares of RedFed common stock then held by such holder), together with cash in lieu of the issuance of any fractional shares as provided in Section 2.2(e), and the Book Entry Shares Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of Company RedFed Common Stock that which is not registered in the transfer records of RedFed, a certificate representing the Company, payment may be made and proper number of shares of Golden State Common Stock may be issued to a Person other than transferee if the Person in whose name Certificate representing such RedFed Common Stock is presented to the Book Entry Shares so surrendered is registered if Exchange Agent accompanied by all documents required to evidence and effect such Book Entry Shares shall be in proper form for transfer and the Person requesting such payment shall pay by evidence that any applicable stock transfer or other taxes required by reason of the payment to a Person other than the registered holder of such Book Entry Shares or establish to the satisfaction of Parent that such tax has have been paid or is not applicablepaid. Subject to the last sentence of Section 2.02(c), until Until surrendered as contemplated by this Section 2.02(b)2.2, each Book Entry Share Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration into which the Company certificate representing shares of Golden State Common Stock theretofore represented and cash in lieu of the issuance of any fractional shares of Golden State Common Stock as contemplated by such Book Entry Share have been converted pursuant to this Section 2.01.2.2. (c)