Common use of Exchange Procedures Clause in Contracts

Exchange Procedures. Promptly after the Effective Time, Parent shall instruct the Exchange Agent to mail to each holder of record of a certificate or certificates which immediately prior to the Effective Time represented outstanding shares of Company Common Stock (the “Certificates”) (i) a letter of transmittal reasonably acceptable to the Company (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Exchange Agent and shall be in reasonable and customary form) 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 together with such letter of transmittal, properly completed and duly executed, and such other documents as may be reasonably required pursuant to such instructions, 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 which such holder has the right to receive in respect of the shares of Company Common Stock formerly represented by such Certificate (after taking into account all shares of Company Common Stock then held by such holder), cash in lieu of fractional shares of Parent Common Stock to which such holder is entitled pursuant to Section 2.2(e) and any dividends or other distributions to which such holder is entitled pursuant to Section 2.2(c), and the Certificate so surrendered shall forthwith be canceled. No interest will be paid or accrued on any cash in lieu of fractional shares or on any unpaid dividends and distributions payable to holders of Certificates. In the event of a transfer of ownership of shares of Company Common Stock which is not registered in the transfer records of the Company, a certificate representing the proper number of shares of Parent Common Stock may be issued to a transferee if the Certificate representing such shares of Company Common Stock is presented to the Exchange Agent, accompanied by all documents reasonably required to evidence and effect such transfer and by evidence reasonably satisfactory that any applicable stock transfer taxes, if any, have been paid. Until surrendered as contemplated by this Section 2.2, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the certificate representing shares of Parent Common Stock, cash in lieu of any fractional shares of Parent Common Stock to which such holder is entitled pursuant to Section 2.2(e) and any dividends or other distributions to which such holder is entitled pursuant to Section 2.2(c).

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

Exchange Procedures. Promptly As promptly as practicable after the Effective Time, Parent shall instruct the Exchange Agent to mail to each holder of record of a certificate or certificates which immediately prior to the Effective Time represented outstanding shares of Company Common Stock (other than shares of Company Common Stock that have been cancelled pursuant to Section 2.01(b)) (the “"Certificates”) "), and whose shares of Company Common Stock were converted into the right to receive the Merger Consideration pursuant to Section 2.01, (i) a letter of transmittal reasonably acceptable to the Company (which shall be in customary form, shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Exchange Agent and shall be in reasonable and customary formhave such other conditions as Parent may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates pursuant to such letter of transmittal in exchange for certificates representing shares of Parent Common Stockthe Merger Consideration. Upon surrender to the Exchange Agent of a Certificate for cancellation to the Exchange Agent together with such letter of transmittal, properly duly executed and completed and duly executedin accordance with the instructions thereto, and such other documents as may be reasonably required pursuant to such instructions, 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 which such holder has the right to receive in respect of the shares of Company Common Stock formerly represented by such Certificate (after taking into account all shares of Company Common Stock then held by such holder), cash in lieu of fractional shares of Parent Common Stock to which such holder is entitled pursuant to Section 2.2(e) and any dividends or other distributions to which such holder is entitled pursuant to Section 2.2(c), Merger Consideration and the Certificate so surrendered shall forthwith be canceledcancelled. No interest Subject to Section 2.03(e), under no circumstances will any holder of a Certificate be paid or accrued on entitled to receive any cash in lieu part of fractional shares or on any unpaid dividends and distributions payable to holders of Certificatesthe Merger Consideration until such holder shall have surrendered such Certificate. In the event of a transfer of ownership of shares of Company Common Stock which is not registered in the transfer records of the Company, a certificate representing the proper number of shares of Parent Common Stock Merger Consideration may be issued paid in accordance with this Article II to a the transferee if the Certificate representing evidencing such shares of Company Common Stock is presented to the Exchange Agent, accompanied by all documents reasonably required to evidence and effect such transfer and by evidence reasonably satisfactory that any applicable stock transfer taxes, if any, taxes have been paid. Until surrendered as contemplated by this Section 2.22.02, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the certificate representing shares Merger Consideration. Except as otherwise provided in Section 2.08 hereof, no interest shall be paid or will accrue on any cash payable to holders of Parent Common Stock, cash in lieu of any fractional shares of Parent Common Stock to which such holder is entitled Certificates pursuant to Section 2.2(e) and any dividends or other distributions to which such holder is entitled pursuant to Section 2.2(c)provisions of this Article II on the Merger Consideration.

Exchange Procedures. Promptly after the Effective Time, Parent shall instruct the Exchange Agent to mail to each holder of record of a certificate or certificates ("CERTIFICATES") which immediately prior to the Effective Time represented outstanding shares of Company Common Stock (the “Certificates”) whose shares were converted into shares of Parent Common Stock pursuant to Section 1.6, (i) a letter of transmittal reasonably acceptable to the Company in customary form (which that shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Exchange Agent and shall be in reasonable and customary formcontain 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. Upon surrender of a Certificate Certificates for cancellation to the Exchange Agent together with such letter of transmittal, properly duly completed and duly executed, and such other documents as may be reasonably required pursuant to such instructionsvalidly executed in accordance with the instructions thereto, the holder holders of such Certificate Certificates shall be entitled to receive in exchange therefor a certificate certificates representing that the number of whole shares of Parent Common Stock into which such holder has the right to receive in respect of the their shares of Company Common Stock formerly represented by such Certificate (after taking into account all shares of Company Common Stock then held by such holder)were converted at the Effective Time, cash payment in lieu of fractional shares of Parent Common Stock that such holders have the right to which such holder is entitled receive pursuant to Section 2.2(e1.7(e) and any dividends or other distributions to which such holder is entitled payable pursuant to Section 2.2(c1.7(d), and the Certificate Certificates so surrendered shall forthwith be canceled. Until so surrendered, outstanding Certificates will be deemed from and after the Effective Time, for all corporate purposes, to evidence only the ownership of the number of full shares of Parent Common Stock into which such shares of Company Common Stock shall have been so converted and the right to receive an amount in cash in lieu of the issuance of any fractional shares in accordance with Section 1.7(e) and any dividends or distributions payable pursuant to Section 1.7(d). No interest will be paid or accrued on any cash in lieu of fractional shares of Parent Common Stock or on any unpaid dividends and or distributions payable to holders of Certificates. In the event of a transfer of ownership of shares of Company Common Stock which is not registered in the transfer records of the Company, a certificate representing the proper number of shares of Parent Common Stock may be issued to a transferee if the Certificate representing such shares of Company Common Stock is presented to the Exchange Agent, accompanied by all documents reasonably required to evidence and effect such transfer and by evidence reasonably satisfactory that any applicable stock transfer taxes, if any, taxes have been paid. Until surrendered as contemplated by this Section 2.2, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the certificate representing shares of Parent Common Stock, cash in lieu of any fractional shares of Parent Common Stock to which such holder is entitled pursuant to Section 2.2(e) and any dividends or other distributions to which such holder is entitled pursuant to Section 2.2(c).

Exchange Procedures. Promptly As soon as practicable after the Effective Time (but in any event within ten Business Days after the Effective Time), Parent shall instruct cause the Exchange Agent to mail to each holder of record (other than the Company, Parent, Sub and any wholly owned subsidiary of the Company) of a certificate or certificates which that immediately prior to the Effective Time represented issued and outstanding shares of Company Common Stock (collectively, the “"Certificates”") whose shares were converted into the right to receive Parent Common Stock pursuant to Section 2.1(c), (i) a letter of transmittal reasonably acceptable to the Company (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Exchange Agent and shall be in reasonable such form and customary formhave such other provisions as Parent and the Company may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for certificates representing Parent Common Stock and any cash in lieu of fractional shares of Parent Common Stock. Upon surrender of a Certificate for cancellation to the Exchange Agent Agent, together with such a duly executed letter of transmittal, properly completed and duly executed, transmittal and such other documents as may be reasonably required pursuant to such instructionsby the Exchange Agent, 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 which such holder has the right to receive in respect pursuant to the provisions of the shares of Company Common Stock formerly represented by such Certificate (after taking into account all shares of Company Common Stock then held by such holder), this Article 2 and any cash in lieu of fractional shares of Parent Common Stock to which such holder is entitled pursuant to Section 2.2(e) and any dividends or other distributions to which such holder is entitled pursuant to Section 2.2(c)Stock, and the Certificate so surrendered shall forthwith be canceled. No interest will be paid or accrued on any cash in lieu of fractional shares or on any unpaid dividends and distributions payable to holders of Certificatescancelled. In the event of a transfer of ownership of shares of Company Common Stock which is not registered in on the transfer records of the Company, a certificate representing the proper number of shares of Parent Common Stock and any cash in lieu of fractional shares of Parent Common Stock may be issued and paid to a transferee if the Certificate representing such shares of Company Common Stock is presented to the Exchange Agent, accompanied by all documents reasonably required to evidence and effect such transfer and by evidence reasonably satisfactory that any applicable stock transfer taxes, if any, taxes have been paid. Until surrendered as contemplated by this Section 2.2, each Certificate shall be deemed at any time deemed, from and after the Effective Time Time, to represent only the right to receive upon such surrender the certificate representing shares of Parent Common Stock, Stock and cash in lieu of any fractional shares of Parent Common Stock as contemplated by this Article 2 and the Delaware Statute. The consideration to which such holder is entitled pursuant to Section 2.2(e) be issued in the Merger will be delivered by the Exchange Agent as promptly as practicable following surrender of a Certificate and any dividends or other distributions to which required documents. No interest will be payable on such holder is entitled pursuant to Section 2.2(c)consideration, regardless of any delay in making payments.

Exchange Procedures. Promptly after A reasonable period prior to the Effective Time, Parent the Company and NewCo shall instruct cause the Exchange Agent, as soon as reasonably practicable following satisfaction or waiver of the conditions set forth in Article VI and prior to the Effective Time, to mail a letter of transmittal, in a form reasonably acceptable to Surf Air, NewCo and the Company to each Stockholder at the address of such holder as provided by the Company. After receipt of such letter of transmittal and any other documents that Surf Air, NewCo, the Company or the Exchange Agent may reasonably require in order to effect the exchange (the “Exchange Documents”) of the Stockholder’s shares of Company Capital Stock for the merger consideration into which such shares are convertible in the Merger, each Stockholder shall deliver to the Exchange Agent duly completed and validly executed Exchange Documents and, with respect to any of such Stockholder’s shares of Company Capital Stock represented by certificates (the “Company Stock Certificates”), surrender the Company Stock Certificates representing such Stockholder’s shares of Company Capital Stock to the Exchange Agent for cancellation. Shares of Company Capital Stock represented by book-entry (the “Company Book-Entry Shares”) shall be deemed surrendered for cancellation upon delivery of the Exchange Documents relating thereto. With respect to any shares of Company Capital Stock with respect to which the Stockholder thereof shall have delivered to the Exchange Agent duly completed and validly executed Exchange Documents in accordance with the instructions thereto at least two (2) Business Days prior to the Effective Time, together, with respect to shares of Company Capital Stock represented by Company Stock Certificates, such Company Stock Certificates for cancellation, subject to the terms of Section 1.11(e), NewCo shall cause the Exchange Agent to mail deliver to each holder such Stockholder promptly after the Effective Time the merger consideration that such Stockholder is entitled to receive pursuant to Section 1.08(a) in respect of record such shares of Company Capital Stock, including a certificate or certificates which immediately prior to book entry representing the Effective Time represented outstanding shares of Company Common Stock (the “Certificates”) (i) a letter of transmittal reasonably acceptable to the Company (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Exchange Agent and shall be in reasonable and customary form) 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 together with such letter of transmittal, properly completed and duly executed, and such other documents as may be reasonably required pursuant to such instructions, 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 which such holder has the right to receive in respect of the shares of Company Common Stock formerly represented by such Certificate (after taking into account all shares of Company Common Stock then held by such holder), cash in lieu of fractional shares of Parent NewCo Common Stock to which such holder is entitled pursuant to Section 2.2(e) and any dividends or other distributions to which such holder is entitled pursuant to Section 2.2(c1.08(a), it being agreed and understood that any Company Stock Certificates delivered, or Company Book-Entry Shares deemed delivered, by Stockholders prior to the Certificate so Effective Time shall not be deemed to be surrendered by the Stockholder or cancelled until the Effective Time and, prior to the Effective Time, at the request of the Stockholder shall forthwith be canceledreturned to the Stockholder. No interest will be paid or accrued on any cash in lieu of fractional shares or on any unpaid dividends and distributions payable With respect to holders of Certificates. In the event of a transfer of ownership of shares of Company Common Capital Stock which is not registered in other than those subject to the transfer records prior sentence, within two (2) Business Days of the Companysurrender by a Stockholder of a Company Stock Certificate, a certificate representing if any, or the proper number deemed surrender of shares of Parent Common Stock may be issued Company Book- Entry Shares, with respect to a transferee if the Certificate representing such shares of Company Common Capital Stock is presented for cancellation to the Exchange Agent, accompanied by all documents reasonably required together with such Exchange Documents, duly completed and validly executed in accordance with the instructions thereto, subject to evidence and effect the terms of Section 1.11(e), NewCo shall cause the Exchange Agent to deliver promptly to such transfer and by evidence reasonably satisfactory Stockholder the merger consideration that any applicable stock transfer taxes, if any, have been paid. Until surrendered as contemplated by this Section 2.2, each Certificate shall be deemed at any time after the Effective Time to represent only the right such Stockholder is entitled to receive upon pursuant to Section 1.08(a) in respect of such surrender the certificate representing shares of Parent Common Company Capital Stock, cash in lieu including a certificate or book entry representing the number of any fractional whole shares of Parent NewCo Common Stock to which such holder is entitled pursuant to Section 2.2(e) 1.08(a), and any dividends Company Stock Certificate so surrendered, if applicable, or other distributions Company Book-Entry Shares deemed surrendered, shall be cancelled. Until so surrendered, each Company Stock Certificate or Company Book-Entry Shares outstanding after the Effective Time which has been converted into the right to receive the applicable portion of the Aggregate Merger Consideration as set forth herein, will be deemed, for all corporate purposes thereafter, to evidence only the right to receive the portion of the Aggregate Merger Consideration into which such holder is entitled securities shall have been so converted pursuant to Section 2.2(c)1.08. Subject to Section 1.13, no portion of the Aggregate Merger Consideration will be paid or delivered to the holder of any unsurrendered Company Stock Certificate or Company Book-Entry Shares with respect to shares of Company Capital Stock formerly represented thereby until the holder of record of such Company Stock Certificate or Company Book-Entry Shares shall deliver the Exchange Documents pursuant hereto, together any Company Stock Certificate relating thereto.

Exchange Procedures. Promptly after (i) As promptly as practicable following the Effective Time, Parent shall instruct the Exchange Agent to shall mail to each holder of record of a certificate or certificates which immediately prior to the Effective Time represented outstanding Certificate representing shares of Company Common Stock (Stock, whose shares were converted pursuant to Section 2.1(c) into the “Certificates”) right to receive the Per Share Merger Consideration: (i) a letter of transmittal reasonably acceptable to the Company (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates a Certificate shall pass, only upon proper delivery of the Certificates such Certificate to the Exchange Agent and shall be in reasonable such form and customary form) 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 payment of Parent Common Stockthe Per Share Merger Consideration. Upon surrender of a Certificate for cancellation to the Exchange Agent Agent, together with such letter of transmittal, duly executed and properly completed and duly executed, and such other documents as may be reasonably required pursuant to such instructionscompleted, 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 which such holder has the right to receive in respect of the shares Per Share Merger Consideration for each share of Company Common Stock formerly represented by such Certificate (after taking into account all shares of Company Common Stock then held by such holder), cash in lieu of fractional shares of Parent Common Stock to which such holder is entitled pursuant to Section 2.2(e) and any dividends or other distributions to which such holder is entitled pursuant to Section 2.2(c)Certificate, and the Certificate so surrendered shall forthwith be canceled. No interest will be paid or accrued on any cash in lieu of fractional shares or on any unpaid dividends and distributions payable to holders of Certificates. In the event of a transfer of ownership of shares of Company Common Stock which is not registered in the transfer records of the Company, a certificate representing the proper number of shares of Parent Common Stock may be issued to a transferee if the Certificate representing such shares of Company Common Stock is presented to the Exchange Agent, accompanied by all documents reasonably required to evidence and effect such transfer and by evidence reasonably satisfactory that any applicable stock transfer taxes, if any, have been paidcancelled. Until surrendered as contemplated by this Section 2.2, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the certificate representing Per Share Merger Consideration as contemplated by this Section 2.2 and shall not evidence any interest in, or any right to exercise the rights of a stockholder or other equity holder of, the Company or the Surviving Corporation. In the event of a transfer of ownership of shares of Parent Company Common StockStock that is not registered in the transfer records of the Company, cash in lieu of any fractional shares American depositary receipts or book-entries representing the proper number of Parent Common Stock ADSs, together with a check for any cash to which be paid upon due surrender of the Certificate, shall be issued to such holder transferee (after giving effect to any required Tax withholdings as provided in Section 2.5) if the Certificate formerly representing such shares is entitled pursuant presented to Section 2.2(e) the Exchange Agent, accompanied by all documents reasonably required to evidence and effect such transfer and to evidence that any dividends and all transfer and other Taxes required by reason of the issuance to such transferee have been paid or other distributions to which such holder is entitled pursuant to Section 2.2(c)are not applicable.

Exchange Procedures. Promptly after the Effective Time, Parent shall instruct the Exchange Agent to mail to each holder of record of a certificate or certificates which immediately prior to the Effective Time represented outstanding shares of Company Common Stock and Company Series B Preferred Stock (the “Certificates”) (iA) a letter of transmittal reasonably acceptable to the Company (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Exchange Agent and shall be in reasonable and customary form) and (iiB) instructions for use in effecting the surrender of the Certificates in exchange for certificates representing shares of Parent Common Stockthe applicable Initial Consideration. Upon surrender of a Certificate for cancellation to the Exchange Agent together with such letter of transmittal, properly completed and duly executed, and such other documents as may be reasonably required pursuant to such instructions, 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 the Initial Consideration which such holder has the right to receive in respect of the shares of Company Common Stock or Company Series B Preferred Stock formerly represented by such Certificate (after taking into account all shares of Company Common Stock then held by such holder), cash in lieu of fractional shares of Parent Common Stock to which such holder is entitled pursuant to Section 2.2(e) and any dividends or other distributions to which such holder is entitled pursuant to Section 2.2(c)Certificate, and the Certificate so surrendered shall forthwith be canceled. No interest will be paid or accrued on any cash in lieu of fractional shares or on any unpaid dividends and distributions Initial Consideration payable to holders of Certificates. In the event of a transfer of ownership of shares of Company Common Stock or Company Series B Preferred Stock which is not registered in the transfer records of the Company, a certificate representing the proper number of shares of Parent Common Stock applicable Initial Consideration may be issued to a transferee if the Certificate representing such shares of Company Common Stock or Company Series B Preferred Stock is presented to the Exchange Agent, accompanied by all documents reasonably required to evidence and effect such transfer and by evidence reasonably satisfactory that any applicable stock transfer taxes, if any, taxes have been paid. Until surrendered as contemplated by this Section 2.2, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the certificate representing shares of Parent Common Stock, cash in lieu of any fractional shares of Parent Common Stock to which such holder is entitled pursuant to Section 2.2(e) and any dividends or other distributions to which such holder is entitled pursuant to Section 2.2(c)applicable Initial Consideration.

Exchange Procedures. Promptly As promptly as practicable after the Effective Time, Parent shall instruct the Exchange Agent to mail will send to each record holder of record a Certificate other than Certificates in respect of a certificate or certificates which immediately prior to the Effective Time represented outstanding shares of Company Common Stock (the “Certificates”) Dissenting Shares, (i) a letter of transmittal reasonably acceptable to the Company (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Exchange Agent and shall be in reasonable a form and customary formhave 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 the Merger Consideration. As soon as reasonably practicable after the Effective Time, each holder of Parent Common Stock. Upon a Certificate, upon surrender of a Certificate for cancellation to the Exchange Agent together with such letter of transmittal, properly completed and duly executed, and such other documents as may reasonably be reasonably required pursuant to such instructionsby the Exchange Agent, the holder of such Certificate shall be entitled to receive in exchange therefor a certificate or certificates representing that the number of whole full shares of Parent Common Stock which such holder has and the right amount of cash (including amounts to receive be paid pursuant to Section 1.9(a) and in respect of any dividends or other distributions to which holders are entitled pursuant to Section 2.3, if any), into which the aggregate number of shares of Company Common Stock formerly previously represented by such Certificate (after taking into account all shares shall have been converted pursuant to this Agreement. The Exchange Agent shall accept such Certificates upon compliance with such reasonable terms and conditions as the Exchange Agent may impose to effect an orderly exchange thereof in accordance with normal exchange practices. No interest will be paid or will accrue on any cash payable pursuant to Section 1.9(a) or 2.3. In the event of a transfer of ownership of Company Common Stock then held by such holder)which is not registered in the transfer records of the Company, cash in lieu of fractional one or more shares of Parent Common Stock to which such holder is entitled evidencing, in the aggregate, the proper number of shares of Parent Common Stock, a check in the proper amount of cash pursuant to Section 2.2(e1.9(a) and any dividends or other distributions to which such holder is entitled pursuant to Section 2.2(c)2.3, and the Certificate so surrendered shall forthwith may be canceled. No interest will be paid or accrued on any cash in lieu of fractional shares or on any unpaid dividends and distributions payable issued with respect to holders of Certificates. In the event of a transfer of ownership of shares of such Company Common Stock which is not registered in the transfer records of the Company, a certificate representing the proper number of shares of Parent Common Stock may be issued to such a transferee only if the Certificate representing such shares of Company Common Stock is presented to the Exchange Agent, accompanied by all documents reasonably required to evidence and effect such transfer and by to evidence reasonably satisfactory that any applicable stock transfer taxes, if any, taxes have been paid. Until surrendered as contemplated by this Section 2.2, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the certificate representing shares of Parent Common Stock, cash in lieu of any fractional shares of Parent Common Stock to which such holder is entitled pursuant to Section 2.2(e) and any dividends or other distributions to which such holder is entitled pursuant to Section 2.2(c).

Exchange Procedures. Promptly As soon as reasonably practicable after the Effective Time, Parent shall instruct the Exchange Agent to shall mail to each holder of record of a certificate or certificates which Certificates immediately prior to the Effective Time represented outstanding whose shares were converted into shares of Company Parent Common Stock (the “Certificates”) pursuant to Section 1.08, (i) a letter of transmittal reasonably acceptable to the Company (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Exchange Agent Agent, and which shall be in reasonable customary form and customary formhave such other provisions as Parent may reasonably specify and be reasonably acceptable to the Company) 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 together with such letter of transmittal, properly completed and duly executed, and such other documents as may be reasonably required pursuant to such instructions, 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 which such holder has the right to receive in respect of the shares Certificate surrendered pursuant to the provisions of Company Common Stock formerly represented by such Certificate this Article I (after taking into account all shares of Company Common Stock then held by such holder), certain dividends and other distributions in accordance with Section 1.09(c) hereof and cash in lieu of any fractional shares of Parent Common Stock to which such holder is entitled pursuant to in accordance with Section 2.2(e1.09(e) and any dividends or other distributions to which such holder is entitled pursuant to Section 2.2(c)hereof, and the Certificate so surrendered shall forthwith be canceled. No interest will be paid or accrued on any cash in lieu of fractional shares or on any unpaid dividends and distributions payable to holders of Certificatescancelled. In the event of a transfer of ownership of shares of Company Common Stock which is not registered in the transfer records of the Company, a certificate representing the proper number of shares of Parent Common Stock may be issued to a transferee if the Certificate representing such shares of Company Common Stock is presented to the Exchange Agent, accompanied by all documents reasonably required to evidence and effect such transfer and by evidence reasonably satisfactory that any applicable stock transfer taxes, if any, taxes have been paid. Until surrendered as contemplated by this Section 2.2, 1.09 each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender Parent Common Stock into which the certificate representing shares of Parent Company Common Stock, Stock represented by such Certificate have been converted as provided in this Article I and the right to receive upon such surrender cash in lieu of any fractional shares of Parent Common Stock to which such holder is entitled pursuant to as contemplated by this Section 2.2(e) and any dividends or other distributions to which such holder is entitled pursuant to Section 2.2(c)1.09.

Exchange Procedures. Promptly As soon as reasonably practicable after the Effective Time, Parent shall will instruct the Exchange Agent to mail to each holder of record of a certificate or certificates which immediately prior to the Effective Time represented outstanding shares of Company Common Stock (the “Certificates”) Certificates (i) a letter of transmittal reasonably acceptable to the Company (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Exchange Agent and shall be in reasonable such form and customary form) have such other provisions as Parent may reasonably specify), and (ii) instructions for use in effecting to effect the surrender of the Certificates in exchange for the certificates representing evidencing shares of Parent Common Stock. Upon surrender of a Certificate for cancellation to the Exchange Agent together with such letter of transmittal, properly completed and duly executed, and such other customary documents as may be reasonably required pursuant to such instructions, the holder of such Certificate shall be entitled to receive in exchange therefor a certificate representing (A) certificates evidencing that number of whole shares of Parent Common Stock which such holder has the right to receive in accordance with the Exchange Ratio in respect of the shares of Company Common Stock formerly represented evidenced by such Certificate Certificate, (after taking into account all shares of Company Common Stock then held by such holder), cash in lieu of fractional shares of Parent Common Stock to which such holder is entitled pursuant to Section 2.2(eB) and any dividends or other distributions to which such holder is entitled pursuant to Section 2.2(c1.07(c), and (C) cash in respect of fractional shares as provided in Section 1.06(f) (the shares of Parent Common Stock and cash being, collectively, the "Merger Consideration"), and the Certificate so surrendered shall forthwith be canceled. No interest will be paid or accrued on any cash in lieu of fractional shares or on any unpaid dividends and distributions payable to holders of Certificates. In the event of a transfer of ownership of shares of Company Common Stock which is not registered in the transfer records of the CompanyCompany as of the Effective Time, a certificate representing the proper number of shares of Parent Common Stock Stock, dividends, distributions, and cash in respect of fractional shares, may be issued and paid in accordance with this Article I to a transferee if the Certificate representing evidencing such shares of Company Parent Common Stock is presented to the Exchange Agent, accompanied by all documents reasonably required to evidence and effect such transfer pursuant to this Section 1.07(b) and by evidence reasonably satisfactory that any applicable stock transfer taxes, if any, taxes have been paid. Until surrendered as contemplated by this Section 2.2so surrendered, each outstanding Certificate shall that, prior to the Effective Time, represented shares of Company Common Stock will be deemed at any time from and after the Effective Time Time, for all corporate purposes, other than the payment of dividends or other distributions as provided in Section 1.07(c) and subject to represent only Section 1.06(f), to evidence the right to receive upon such surrender ownership of the certificate representing number of full shares of Parent Common Stock, and cash in lieu respect of any fractional shares, into which such shares of Parent the Company Common Stock to which such holder is entitled pursuant to Section 2.2(e) and any dividends or other distributions to which such holder is entitled pursuant to Section 2.2(c)shall have been so converted.

Exchange Procedures. Promptly after As promptly as reasonably practicable following the Effective Time (but in no event later than ten (10) Business Days following the Effective Time), Parent shall instruct cause the Exchange Paying Agent to mail to each holder of record of a certificate or certificates which immediately prior to the Effective Time represented outstanding shares of Company Common Stock (the “Certificates”, it being understood that any references herein to “Certificates” shall be deemed to include references to book-entry account statements relating to the ownership of shares of Company Common Stock) and whose shares of Company Common Stock have been converted into the right to receive Merger Consideration pursuant to Section 4.1 (i) a letter of transmittal reasonably acceptable to the Company in customary form and with such other provisions as Parent may determine (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Exchange Agent and shall be in reasonable and customary formPaying Agent) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for certificates representing shares of Parent Common Stockthe Merger Consideration. Upon surrender of a Certificate for cancellation to the Exchange Paying Agent together with such letter of transmittal, properly completed and duly executed, and such other documents as may be reasonably required pursuant to such instructionsinstructions (or, if such shares are held in book-entry or other uncertificated form, upon the entry through a book-entry transfer agent of the surrender of such shares on a book-entry account statement), 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 the Merger Consideration which such holder has the right to receive in respect of the shares of Company Common Stock formerly represented by such Certificate (after taking into account all shares of Company Common Stock then held by such holder), cash in lieu of fractional shares of Parent Common Stock to which such holder is entitled pursuant to Section 2.2(e) and any dividends or other distributions to which such holder is entitled pursuant to Section 2.2(c)Certificate, and the Certificate so surrendered shall forthwith be canceledcancelled. No interest will be paid or accrued on any cash in lieu of fractional shares or on any unpaid dividends and distributions Merger Consideration payable to holders of Certificates. In the event of a transfer of ownership of shares of Company Common Stock which is not registered in the transfer records of the Company, a certificate representing the proper number of shares of Parent Common Stock Merger Consideration may be issued to a transferee if the Certificate representing such shares of Company Common Stock is presented to the Exchange Paying Agent, accompanied by all documents reasonably required to evidence and effect such transfer and by evidence reasonably satisfactory that any applicable stock transfer taxes, if any, Taxes have been paid. Until surrendered as contemplated by this Section 2.24.2, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the certificate representing Merger Consideration or the right to demand to be paid the “fair value” of the shares of Parent Common Stock, cash in lieu of any fractional shares of Parent Common Stock to which such holder is entitled pursuant to represented thereby as contemplated by Section 2.2(e) and any dividends or other distributions to which such holder is entitled pursuant to Section 2.2(c)4.3.

Exchange Procedures. Promptly As soon as reasonably practicable after the Effective TimeTime of the Merger, Parent and to the extent not previously distributed in connection with the Distribution, Fountain shall instruct cause the Exchange Agent to mail to each any holder of record of a certificate or certificates which immediately prior to 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 1.07(a): (the “Certificates”) (ia) a letter of transmittal reasonably acceptable to the Company (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Exchange Agent and shall be in reasonable and customary form) and (iib) instructions for use in effecting the surrender exchange of the Certificates in exchange for certificates representing any shares of Parent Patriot Common StockStock for Merger Consideration. Upon surrender of a Certificate for cancellation delivery to the Exchange Agent together with such of the letter of transmittal, properly completed duly executed and duly executed, and with such other documents as may reasonably be reasonably required pursuant to such instructionsby the Exchange Agent, the holder of such Certificate shares of Patriot Common Stock shall be entitled to receive in exchange therefor a certificate representing therefor: (i) that number of whole shares of Parent Fountain Common Stock which such holder has the right to receive in respect of the shares of Company Common Stock formerly represented by such Certificate (after taking into account all shares of Company Patriot Common Stock then held exchanged by such holder), which shall be in uncertificated book-entry form, that such holder has the right to receive pursuant to the provisions of this Article I, (ii) payment by cash or check in lieu of fractional shares of Parent Fountain Common Stock to which such holder is entitled to receive pursuant to Section 2.2(e1.12 and (iii) and any dividends or other distributions to which such holder is entitled payable pursuant to Section 2.2(c), and 1.13. If any portion of the Certificate so surrendered shall forthwith Merger Consideration is to be canceled. No interest will be paid or accrued on any cash in lieu of fractional shares or on any unpaid dividends and distributions payable to holders of Certificates. In the event of a transfer of ownership of shares of Company Common Stock which is not registered in the name of a Person other than the Person in whose name the applicable shares of Patriot Common Stock is 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 records and that the person requesting such delivery of the Company, applicable portion of the Merger Consideration pay any and all transfer and other similar Taxes required to be paid as a certificate representing result of such registration in the proper number name of shares a Person other than the registered holder of Parent Common Stock may be issued to a transferee if the Certificate representing such shares of Company Patriot Common Stock is presented or establish to the satisfaction of the Exchange Agent, accompanied by all documents reasonably required to evidence and effect Agent that such transfer and by evidence reasonably satisfactory that any applicable stock transfer taxes, if any, Taxes have been paidpaid or are not payable. Until surrendered exchanged as contemplated by this Section 2.21.10, each Certificate 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 certificate representing shares applicable portion of Parent Common Stock, cash in lieu of the Merger Consideration as contemplated by this Section 1.10 and any fractional shares of Parent Common Stock amounts to which such holder is entitled be paid pursuant to Section 2.2(e) and 1.12 and/or Section 1.13. No interest shall be paid or accrue on the Merger Consideration or any dividends or other distributions to which such holder is entitled pursuant to Section 2.2(c)cash payable upon exchange of any shares of Patriot Common Stock.

Exchange Procedures. Promptly As soon as practicable after the Effective ------------------- Time, Parent shall instruct the Exchange Agent to mail to each holder of record of a an outstanding certificate or certificates which immediately prior to the Effective Time thereto represented outstanding Shares, shares of Company Common Convertible Preferred Stock (the “Certificates”) (i) a letter or shares of transmittal reasonably acceptable Radio Broadcasting Preferred Stock shall, upon surrender to the Company (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Exchange Paying Agent and shall be in reasonable and customary form) 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 together with such letter of transmittal, properly completed and duly executed, and such other documents as may be reasonably required pursuant to such instructions, the holder of such Certificate shall certificate or certificates and acceptance thereof by the Paying Agent, be entitled to receive in exchange therefor a certificate representing that number of whole shares of Parent Surviving Corporation Common Stock or Merger Preferred Stock which the aggregate number of Shares, shares of Company Convertible Preferred Stock or shares of Radio Broadcasting Preferred Stock previously represented by such holder has certificate or certificates surrendered shall have been converted into the right to receive in pursuant to Sections 1.10 and 1.11 of this Agreement (with respect of to the shares of Company Surviving Corporation Common Stock formerly represented by such Certificate (after taking into account all shares of Company Common Stock then held by such holder)Stock, including any cash to be received in lieu of fractional shares, as provided in Section 1.12(f) below). 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 its normal exchange practices. If the Merger Consideration (or any portion thereof) is to be delivered to any person other than the person in whose name the certificate or certificates representing Shares, shares of Parent Common Company Convertible Preferred Stock or shares of Radio Broadcasting Preferred Stock surrendered in exchange therefor is registered, it shall be a condition to which such holder is entitled pursuant to Section 2.2(e) and any dividends exchange that the certificate or other distributions to which such holder is entitled pursuant to Section 2.2(c), and the Certificate certificates so surrendered shall forthwith be canceled. No interest will properly endorsed or otherwise be in proper form for transfer and that the person requesting such exchange shall pay to the Paying Agent any transfer or other taxes required by reason of the payment of such consideration to a person other than the registered holder of the certificate(s) surrendered, or shall establish to the satisfaction of the Paying Agent that such tax has been paid or accrued on any cash in lieu of fractional shares or on any unpaid dividends and distributions payable to holders of Certificates. In the event of a transfer of ownership of shares of Company Common Stock which is not registered in applicable. After the Effective Time, there shall be no further transfer on the records of the Company, a certificate Radio Broadcasting or their respective transfer agents of certificates representing the proper number of shares of Parent Common Stock may be issued to a transferee if the Certificate representing such Shares, shares of Company Common Convertible Preferred Stock is or shares of Radio Broadcasting Preferred Stock and if such certificates are presented to the Exchange AgentCompany or Radio Broadcasting for transfer, accompanied by all documents reasonably required to evidence and effect such transfer and by evidence reasonably satisfactory that any applicable stock transfer taxes, if any, have been paidthey shall be cancelled against delivery of the Merger Consideration as hereinabove provided. Until surrendered as contemplated by this Section 2.21.12(b), each Certificate certificate representing Shares, shares of Company Convertible Preferred Stock and shares of Radio Broadcasting Preferred Stock (other than certificates representing treasury Shares to be cancelled in accordance with Section 1.10(b)), shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the certificate representing shares of Parent Common StockMerger Consideration, cash in lieu of without any fractional shares of Parent Common Stock to which such holder is entitled pursuant to Section 2.2(e) interest thereon, as contemplated by Sections 1.10 and any dividends or other distributions to which such holder is entitled pursuant to Section 2.2(c)1.11.

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

Exchange Procedures. Promptly (a) As soon as reasonably practicable after the Effective TimeElection Deadline and in no event later than five business days after the Election Deadline, Parent Buyer shall instruct cause the Exchange Agent to mail to each holder the former shareholders of record Seller, who have not previously surrendered such Certificate or Certificates of a certificate or certificates which immediately prior to the Effective Time represented outstanding shares of Company Seller Common Stock (the “Certificates”) (i) a letter of Stock, appropriate transmittal reasonably acceptable to the Company materials (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates certificates or other instruments theretofore representing shares of Seller Common Stock shall pass, only upon proper delivery of the Certificates such certificates or other instruments to the Exchange Agent and Agent). The Certificate or Certificates of Seller Common Stock so surrendered shall be in reasonable and customary form) 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 duly endorsed as the Exchange Agent together with such letter of transmittal, properly completed and duly executed, and such other documents as may be reasonably required pursuant to such instructions, 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 which such holder has the right to receive in respect of the shares of Company Common Stock formerly represented by such Certificate (after taking into account all shares of Company Common Stock then held by such holder), cash in lieu of fractional shares of Parent Common Stock to which such holder is entitled pursuant to Section 2.2(e) and any dividends or other distributions to which such holder is entitled pursuant to Section 2.2(c), and the Certificate so surrendered shall forthwith be canceled. No interest will be paid or accrued on any cash in lieu of fractional shares or on any unpaid dividends and distributions payable to holders of Certificatesrequire. In the event of a transfer of ownership of shares of Company Seller Common Stock which represented by Certificates that is not registered in the transfer records of Seller, the Company, a certificate representing portion of the proper number of Merger Consideration payable for such shares of Parent Common Stock as provided in Sections 3.1 and 3.2 may be issued to a transferee if the Certificate Certificates representing such shares of Company Common Stock is presented are delivered to the Exchange Agent, properly endorsed or otherwise in proper form for transfer, and accompanied by all documents reasonably required to evidence and effect such transfer and by evidence reasonably satisfactory to the Exchange Agent that such transfer is proper and that any applicable stock transfer taxes, if any, taxes have been paid. Until surrendered as contemplated by this Section 2.2, each Certificate shall be deemed at In the event any time after the Effective Time to represent only the right to receive upon such surrender the certificate representing shares of Parent Common Stock, cash in lieu of any fractional shares of Parent Seller Common Stock certificate shall have been lost, stolen, or destroyed, upon the making of an affidavit of that fact by the person claiming such certificate to which be lost, stolen, or destroyed and the posting by such holder is entitled pursuant person of a bond in such amount as Buyer may reasonably direct as indemnity against any claim that may be made against it with respect to Section 2.2(e) such certificate, the Exchange Agent shall issue in exchange for such lost, stolen, or destroyed certificate the Per-Share Consideration as provided for in Sections 3.1 and any dividends or 3.2. The Exchange Agent may establish such other distributions to which such holder is entitled pursuant to Section 2.2(c)reasonable and customary rules and procedures in connection with its duties as it may deem appropriate. Buyer shall pay all charges and expenses, including those of the Exchange Agent in connection with the distribution of the Per-Share Consideration as provided in Sections 3.1 and 3.2.

Exchange Procedures. Promptly As soon as practicable after the Effective Time, Parent shall instruct the Exchange Agent to shall mail to each holder of record of a certificate or certificates which immediately prior to the Effective Time represented outstanding shares of Company Common Stock (the “Certificates”) Certificate, (i) a letter of transmittal reasonably acceptable to the Company in customary form (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates Certificate shall pass, only upon proper delivery of the Certificates Certificate to the Exchange Agent Agent, and shall be in reasonable such form and have such other customary formprovisions as Parent may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates Certificate in exchange for a certificate or certificates representing shares of Parent Common Stock. Upon surrender of a Certificate for cancellation to the Exchange Agent Agent, together with such a duly executed letter of transmittal, properly completed and duly executed, and such other documents as may be reasonably required pursuant to such instructions, the holder of such the Certificate shall be entitled to receive in exchange therefor (A) a certificate or certificates representing that whole number of whole shares of Parent Common Stock which such holder that the Company Stockholder has the right to receive pursuant to Section 2.1 in respect such denominations and registered in such names as the Company Stockholder may request and (B) a check representing the amount of cash in lieu of fractional shares, if any, that the Company Stockholder has the right to receive pursuant to the provisions of this Article II, after giving effect to any required withholding Tax. The shares of Company Common Stock formerly represented by such the Certificate (after taking into account all shares of Company Common Stock then held by such holder), so surrendered shall forthwith be cancelled. No interest will be paid or accrued on the cash in lieu of fractional shares of Parent Common Stock to which such holder is entitled pursuant to Section 2.2(e) and any dividends or other distributions to which such holder is entitled pursuant to Section 2.2(c)Stock, and the Certificate so surrendered shall forthwith be canceled. No interest will be paid or accrued on any cash in lieu of fractional shares or on any unpaid dividends and distributions if any, payable to holders of Certificatesthe Company Stockholders. In the event of a transfer of ownership of shares of Company Common Stock which that is not registered in on the transfer records of the Company, a certificate representing the proper number of shares of Parent Common Stock Stock, together with a check for the cash to be paid in lieu of fractional shares, if any, may be issued to a the transferee if the Certificate representing such shares of Company Common Stock held by the transferee is presented to the Exchange Agent, accompanied by all documents reasonably required to evidence and effect such the transfer and by to evidence reasonably satisfactory that any applicable stock transfer taxes, if any, Taxes have been paid. Until surrendered as contemplated by this Section 2.22.3, each Certificate shall be deemed deemed, at any time after the Effective Time Time, to represent only the right to receive upon such surrender the a certificate representing shares of Parent Common Stock, Stock and cash in lieu of fractional shares, if any, as provided in this Article II. If any fractional Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person claiming the Certificate to be lost, stolen or destroyed and, if required by Parent, the posting by the Person of a bond in such reasonable amount as Parent may direct as indemnity against any claim that may be made against it with respect to the Certificate, the Exchange Agent will deliver in exchange for the lost, stolen or destroyed Certificate, a certificate representing the proper number of shares of Parent Common Stock, together with a check for the cash to be paid in lieu of fractional shares, if any, with respect to the shares of Company Common Stock to which formerly represented by such holder is entitled pursuant to Section 2.2(e) Certificate, and any unpaid dividends or other and distributions to which such holder is entitled pursuant to Section 2.2(c)on the shares of Parent Common Stock, if any, as provided in this Article II.

Exchange Procedures. Promptly after the Effective Time, Parent shall instruct the Exchange Agent to mail to each holder record holder, as of record the Effective Time, of a certificate or certificates which an outstanding Certificate that immediately prior to the Effective Time represented outstanding shares of Company Common Stock (the “Certificates”) (i) a letter of transmittal reasonably acceptable to the Company (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Exchange Agent Agent, and shall be in reasonable customary form and customary formagreed to by Parent and the Company prior to the Effective Time) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for certificates representing the Merger Consideration payable in respect of the shares of Parent Company Common StockStock represented by such Certificates. Upon Promptly after the Effective Time, upon surrender of a Certificate Certificates for cancellation to the Exchange Agent together with such letter letters of transmittal, properly completed and duly executed, and such other documents as may be reasonably required pursuant to such instructions, the holder holders of such Certificate Certificates shall be entitled to receive in exchange therefor a certificate representing that number of whole (A) shares of Parent Common Stock which representing, in the aggregate, the whole number of shares of Parent Common Stock that such holder has the right to receive in respect of the shares of Company Common Stock formerly represented by such Certificate pursuant to Section 2.1 (after taking into account all shares of Company Common Stock then held by such 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 2.1 and this Article II, including cash payable in lieu of any fractional shares of Parent Common Stock to which such holder is entitled pursuant to Section 2.2(e2.4(e) and any dividends or and other distributions to which such holder is entitled pursuant to Section 2.2(c2.4(c), and the Certificate so surrendered shall forthwith be canceled. No interest will shall be paid or accrued on any Merger Consideration, cash in lieu of fractional shares or on any unpaid dividends and distributions payable to holders of Certificates. In the event of a transfer of ownership of shares of Company Common Stock which is not registered in the transfer records of the Company, a certificate representing the proper number Merger Consideration payable in respect of such shares of Parent Company Common Stock may be issued paid to a transferee if the Certificate representing such shares of Company Common Stock is presented to the Exchange Agent, accompanied by all documents reasonably required to evidence and effect such transfer and the Person requesting such exchange shall pay to the Exchange Agent in advance any transfer or other Taxes required by evidence reasonably satisfactory reason of the delivery of the Merger Consideration in any name other than that any applicable stock transfer taxesof the registered holder of the Certificate surrendered, if any, or shall establish to the satisfaction of the Exchange Agent that such Taxes have been paidpaid or are not payable. Until surrendered as contemplated by this Section 2.22.4, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the certificate representing Merger Consideration payable in respect of the shares of Parent Company Common StockStock represented by such Certificate, cash in lieu of any fractional shares of Parent Common Stock to which such holder is entitled pursuant to Section 2.2(e2.4(e) and any dividends or other distributions to which such holder is entitled pursuant to Section 2.2(c2.4(c).

Exchange Procedures. Promptly As promptly as practicable after the Effective Time, Parent shall instruct cause the Exchange Agent to mail to each holder of record of a certificate or certificates which immediately prior to the Effective Time represented outstanding shares of Company Common Stock Shares (the “"Certificates”") (i) a letter of transmittal reasonably acceptable to the Company (which shall be in customary form and shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Exchange Agent and shall be in reasonable and customary formAgent) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for certificates representing shares of Parent Common StockStock and cash in lieu of any fractional shares. Upon surrender to the Exchange Agent of a Certificate for cancellation to the Exchange Agent cancellation, together with such letter of transmittal, properly duly executed and completed and duly executedin accordance with the instructions thereto, and such other documents as may be reasonably required pursuant to such instructions, 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 which that such holder has the right to receive in respect of the shares of Company Common Stock Shares formerly represented by such Certificate (after taking into account all shares of Company Common Stock Shares then held by such holder), cash in lieu of any fractional shares share of Parent Common Stock to which such holder is entitled pursuant to Section 2.2(eSECTION 2.02(e) and any dividends or other distributions to which such holder is entitled pursuant to Section 2.2(cSECTION 2.02(c), and the Certificate so surrendered shall forthwith be canceled. No interest will be paid or accrued on any cash in lieu of fractional shares or on any unpaid dividends and distributions payable to holders of Certificates. In the event of a transfer of ownership of shares of Company Common Stock which Shares that is not registered in the transfer records of the Company, a certificate representing the proper number of shares of Parent Common Stock, cash in lieu of any fractional share of Parent Common Stock to which such holder is entitled pursuant to SECTION 2.02(e) and any dividends or other distributions to which such holder is entitled pursuant to SECTION 2.02(c) may be issued to a transferee if the Certificate representing such shares of Company Common Stock Shares is presented to the Exchange Agent, accompanied by all documents reasonably required to evidence and effect such transfer and by evidence reasonably satisfactory to the Surviving Corporation that any applicable stock share transfer taxes, if any, taxes have been paid. Until surrendered as contemplated by this Section 2.2SECTION 2.02, each Certificate shall be deemed at any time all times after the Effective Time to represent only the right to receive upon such surrender the certificate representing shares of Parent Common Stock, cash in lieu of any fractional shares share of Parent Common Stock to which such holder is entitled pursuant to Section 2.2(eSECTION 2.02(e) and any dividends or other distributions to which such holder is entitled pursuant to Section 2.2(cSECTION 2.02(c).

Exchange Procedures. Promptly As promptly as practicable (but no later than five business days) after the Effective Time, Parent shall instruct cause the Exchange Agent to mail to each person who was, at the Effective Time, a holder of record of a certificate or certificates which immediately prior Shares entitled to receive the Effective Time represented outstanding shares of Company Common Stock (the “Certificates”) Merger Consideration pursuant to Section 2.01(a): (i) a letter of transmittal reasonably acceptable to the Company (which shall be in customary form and shall specify that delivery shall be effected, and risk of loss and title to the Certificates certificates evidencing such Shares (the “Certificates”) shall pass, only upon proper delivery of the Certificates to the Exchange Agent and shall be in reasonable and customary form) Agent), and (ii) instructions for use in effecting the surrender of the Certificates in exchange for certificates representing shares pursuant to such letter of Parent Common Stocktransmittal. Upon surrender to the Exchange Agent of a Certificate for cancellation to the Exchange Agent cancellation, together with such letter of transmittal, properly duly completed and duly executedvalidly executed in accordance with the instructions thereto, and such other documents as may be reasonably required pursuant to such instructions, 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 which such holder has the right to receive in respect of the shares of Company Common Stock Shares formerly represented by such Certificate (after taking into account all shares of Company Common Stock Shares then held by such holder), cash in lieu of any fractional shares of Parent Common Stock to which such holder is entitled pursuant to Section 2.2(e2.02(e) and any dividends or other distributions to which such holder is entitled pursuant to Section 2.2(c2.02(c), and the Certificate so surrendered shall forthwith be canceled. No interest will be paid or accrued on any cash in lieu of fractional shares or on any unpaid dividends cancelled and distributions payable returned to holders of Certificatesthe Company. In the event of a transfer of ownership of shares of Company Common Stock which Shares that is not registered in the transfer records of the Company, a certificate representing the proper number of shares of Parent Common Stock, cash in lieu of any fractional shares of Parent Common Stock to which such holder is entitled pursuant to Section 2.02(e) and any dividends or other distributions to which such holder is entitled pursuant to Section 2.02(c) may be issued to a transferee if the Certificate representing such shares of Company Common Stock Shares is presented to the Exchange Agent, accompanied by all documents reasonably required to evidence and effect such transfer and by evidence reasonably satisfactory that any applicable stock transfer taxes, if any, taxes have been paid. Until surrendered as contemplated by this Section 2.22.02, each Certificate shall be deemed at any time all times after the Effective Time to represent only the right to receive upon such surrender the certificate representing shares of Parent Common Stock, cash in lieu of any fractional shares of Parent Common Stock to which such holder is entitled pursuant to Section 2.2(e2.02(e) and any dividends or other distributions to which such holder is entitled pursuant to Section 2.2(c2.02(c).

Exchange Procedures. Promptly As soon as practicable after the Effective Time, Parent shall will instruct the Exchange Agent to mail to each holder of record of a certificate Certificate or certificates which immediately prior to the Effective Time represented outstanding shares of Company Common Stock (the “Certificates”) Certificates (i) a letter of transmittal reasonably acceptable to the Company (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Exchange Agent and shall be in reasonable such form and customary formhave such other provisions as Parent may specify that are not inconsistent with the terms of this Agreement) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for certificates representing shares of Parent Common Stockthe Merger Consideration. Upon surrender of a Certificate for cancellation to the Exchange Agent together with such letter of transmittal, properly completed and duly executed, and such other customary documents as may be reasonably required pursuant to such instructions, the holder of such Certificate shall be entitled to receive in exchange therefor a certificate representing (i) certificates evidencing that number of whole shares of Parent Common Stock which such holder has the right to receive in accordance with Section 2.1(a) in respect of the shares of Company Common Stock formerly represented evidenced by such Certificate Certificate, (after taking into account all shares of Company Common Stock then held by ii) any dividends or other distributions to which such holder), holder is entitled pursuant to Section 2.2(c) and (iii) any cash in lieu of any fractional shares of Parent Common Stock to which such holder is entitled pursuant to Section 2.2(e) and 2.2(d), after giving effect to any dividends or other distributions to which such holder is entitled pursuant to Section 2.2(c)tax withholdings, and the Certificate so surrendered shall forthwith be canceled. No interest will be paid or accrued on any cash in lieu of fractional shares or on any unpaid dividends and distributions payable to holders of Certificates. In the event of a transfer of ownership of shares of Company Common Stock which is not registered in the transfer records of the CompanyCompany as of the Effective Time, a certificate representing the proper number of shares of Parent Common Stock may be issued to a transferee if the Certificate representing evidencing such shares of Company Common Stock is presented to the Exchange Agent, accompanied by all documents reasonably required to evidence and effect such transfer pursuant to this Section 2.2(b) and by evidence reasonably satisfactory that any applicable stock transfer taxes, if any, taxes have been paid. Until surrendered as contemplated by this Section 2.2so surrendered, each outstanding Certificate shall that, prior to the Effective Time, represented shares of Company Common Stock will be deemed at any time from and after the Effective Time Time, for all corporate purposes, to represent only (i) the right to exercise dissenters rights, if any, as described in Section 2.1(c), or (ii) the right to receive upon such surrender the certificate representing shares of Parent Common Stock, cash in lieu of any fractional shares of Parent Common Stock to which such holder is entitled pursuant to Section 2.2(e) and any dividends or other distributions to which such holder is entitled pursuant to Section 2.2(c)Merger Consideration.

Exchange Procedures. Promptly As soon as reasonably practicable after the Effective Time, Parent or the Surviving Corporation shall instruct cause the Exchange Paying Agent to mail to each holder of record of a certificate or certificates which immediately prior to the Effective Time represented outstanding shares of Company Common Stock (the “Certificates”) that were converted pursuant to Section 2.1(c) into the right to receive the Merger Price (i) a letter of transmittal in a form prepared prior to the Effective Time and reasonably acceptable to the Company (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Exchange Paying Agent and shall be in reasonable such form and customary formhave such other provisions as the Parent or the Surviving Corporation may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for certificates representing shares of Parent Common Stockthe Merger Price. Upon surrender of a Certificate for cancellation to the Exchange Agent Paying Agent, together with such letter of transmittal, properly transmittal duly executed and completed and duly executed, and such other documents as may be reasonably required pursuant to such instructionsin accordance with its terms, the holder of such Certificate shall be entitled to receive in exchange therefor a certificate cash payment representing that number the Merger Price for each share of whole shares of Parent Company Common Stock represented thereby, subject to any applicable withholding tax, which such holder has the right to receive in respect of the shares of Company Common Stock formerly represented by such Certificate (after taking into account all shares of Company Common Stock then held by such holder), cash in lieu of fractional shares of Parent Common Stock to which such holder is entitled pursuant to Section 2.2(e) and any dividends or other distributions to which such holder is entitled pursuant to Section 2.2(c)the provisions of this Article II, and the Certificate so surrendered shall forthwith be canceledcancelled. No In no event shall the holder of any Certificate be entitled to receive interest will be paid or accrued on any cash funds to be received in lieu the Merger, including any interest accrued in respect of fractional shares or on any unpaid dividends and distributions payable to holders of Certificatesthe Payment Fund. In the event of a transfer of ownership of shares of Company Common Stock prior to the Effective Time which is not registered in the transfer records of the Company, a certificate representing the proper number of shares of Parent Common Stock Merger Price may be issued to a transferee if the Certificate representing such shares of Company Common Stock is presented to the Exchange Agent, Paying Agent accompanied by all documents reasonably required to evidence and effect such transfer and by evidence reasonably satisfactory that any applicable stock transfer taxes, if any, taxes have been paid. Until surrendered as contemplated by this Section 2.22.2(b), each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the certificate representing shares Merger Price for each share of Parent Common Stock, cash in lieu of any fractional shares of Parent Company Common Stock to represented thereby as contemplated by this Article II, together with the dividends, if any, which such holder is entitled pursuant to Section 2.2(e) may have been declared by the Company on the Company Common Stock in accordance with the terms of this Agreement and any dividends or other 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 to which such holder is entitled pursuant to Section 2.2(c)therefrom.

Exchange Procedures. Promptly As promptly as practicable after the Effective Time, Parent the Company shall instruct cause the Exchange Agent to mail or deliver to each holder of record of a certificate Certificate or certificates which immediately prior Certificates whose shares were converted pursuant to Section 2.2 into the Effective Time represented outstanding right to receive shares of Company Common Stock (the “Certificates”) (i) a letter of transmittal reasonably acceptable to the Company (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Exchange Agent and shall be in reasonable such form and customary formhave 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 Parent Company Common StockStock that such holder has the right to receive pursuant to this Article II. Upon surrender of a Certificate for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by Spinco and the Company, together with such letter of transmittal, properly completed and duly executed, and such any other documents as may be reasonably required pursuant to such instructionsdocuments, the holder of such Certificate shall be entitled to receive in exchange therefor a certificate representing that the number of whole shares of Parent Company Common Stock which that such holder has the right to receive in respect of the shares of Company Common Stock formerly represented by such Certificate (after taking into account all shares of Company Common Stock then held by such holder), cash in lieu of fractional shares of Parent Common Stock to which such holder is entitled pursuant to Section 2.2(e) this Article II (and any dividends or other distributions to which such holder is entitled pursuant to Section 2.2(c2.8(c)), and the Certificate so surrendered shall forthwith be canceled. No interest will be paid or accrued on any cash in lieu of fractional shares or on any unpaid dividends and distributions payable to holders of Certificates. In the event of a transfer of ownership of shares of Company Spinco Common Stock which that is not registered in the transfer records of the CompanySpinco, a certificate representing the proper number of shares of Parent Company Common Stock (and any dividends or distributions pursuant to Section 2.8(c)) may be issued to a transferee if only on the condition that the Certificate formerly representing such shares of Company Spinco Common Stock is presented to the Exchange Agent, properly endorsed, and accompanied by all documents reasonably required to evidence and effect such transfer and by evidence reasonably satisfactory that any applicable stock transfer taxes, if any, taxes have been paidpaid or that no such taxes are applicable. Until surrendered as contemplated by this Section 2.22.8, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the a certificate representing shares of Parent Common Stock, cash in lieu of any fractional shares of Parent Company Common Stock to which such holder is entitled pursuant to Section 2.2(e) (and any dividends or other distributions to which such holder is entitled pursuant to Section 2.2(c2.8(c)). The Exchange Agent shall not be entitled to vote or exercise any rights of ownership with respect to the Company 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. If any Certificate shall have been lost, stolen, mislaid or destroyed, upon the making of an affidavit of that fact by the person claiming such Certificate to be 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. Promptly As soon as practicable after the Effective Time, Parent USF shall instruct the Exchange Agent to mail to each holder of record of a certificate or certificates (the "Certificates") which immediately prior to the Effective Time represented outstanding shares of Company Culligan Common Stock (whose shares were converted into the “Certificates”) right to receive shares of USF Common Stock pursuant to Section 2.1(b), (i) a letter of transmittal (the form and substance of which shall have been reasonably acceptable approved by Culligan prior to the Company (Effective Time and which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Exchange Agent and shall be in reasonable such form and have such other customary formprovisions as USF may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for certificates representing shares Shares of Parent USF Common Stock. Upon surrender of a Certificate for cancellation to the Exchange Agent Agent, together with such a duly executed letter of transmittal, properly completed and duly executed, and such other documents as may be reasonably required pursuant to such instructions, the holder of such Certificate shall be entitled to receive in exchange therefor (x) a certificate or certificates representing that whole number of whole shares of Parent USF Common Stock which such holder has the right to receive pursuant to Section 2.1 in respect such denominations and registered in such names as such holder may request and (y) a check representing the amount of the shares of Company Common Stock formerly represented by such Certificate (after taking into account all shares of Company Common Stock then held by such holder), cash in lieu of fractional shares of Parent Common Stock to shares, if any, and unpaid dividends and distributions, if any, which such holder is entitled has the right to receive pursuant to Section 2.2(e) and the provisions of this Article II, after giving effect to any dividends or other distributions to which such holder is entitled pursuant to Section 2.2(c), and required withholding tax. The shares represented by the Certificate so surrendered shall forthwith be canceledcancelled. No interest will be paid or accrued on any the cash in lieu of fractional shares or on any shares, if any, and unpaid dividends and distributions distributions, if any, payable to holders of Certificatesshares of Culligan Common Stock. In the event of a transfer of ownership of shares of Company Culligan Common Stock which is not registered in on the transfer records of the CompanyCulligan, a certificate representing the proper number of shares of Parent USF Common Stock Stock, together with a check for the cash to be paid in lieu of fractional shares, if any, and unpaid dividends and distributions, if any, may be issued to a such transferee if the Certificate representing such shares of Company Culligan Common Stock held by such transferee is presented to the Exchange Agent, accompanied by all documents reasonably required to evidence and effect such transfer and by to evidence reasonably satisfactory that any applicable stock transfer taxes, if any, taxes have been paid. Until surrendered as contemplated by this Section 2.22.3, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the a certificate representing shares of Parent USF Common Stock, Stock and cash in lieu of any fractional shares of Parent Common Stock to which such holder is entitled pursuant to Section 2.2(e) shares, if any, and any unpaid dividends or other distributions to which such holder is entitled pursuant to Section 2.2(c)and distributions, if any, as provided in this Article II.

Exchange Procedures. Promptly As promptly as reasonably practicable after the Effective Time, Parent shall instruct cause the Exchange Agent to mail to each holder of record of a certificate or certificates which Company Certificate immediately prior to the Effective Time represented outstanding (other than Company Certificates representing Dissenting Shares) that has not timely submitted a properly completed and executed Form of Election accompanied by an appropriately endorsed Certificate or Certificates representing all of the shares of Company Common Stock owned by that stockholder (the “Certificates”or, alternatively, by an appropriate guarantee of delivery) (ia) a letter of transmittal reasonably acceptable to (the Company (which "Letter of Transmittal") that shall specify that delivery shall be effected, and risk of loss and title to the Company Certificates shall pass, only upon proper delivery of the Company Certificates to the Exchange Agent Agent, and which Letter of Transmittal shall be in reasonable customary form and customary formhave such other provisions as Parent or Company may reasonably specify (such letter to be reasonably acceptable to Company and Parent prior to the Effective Time) and (iib) instructions for use in effecting the surrender of the such Company Certificates in exchange for certificates representing shares the Merger Consideration, together with any dividends and other distributions with respect thereto and any cash in lieu of Parent Common Stockfractional shares. Upon surrender of a Company Certificate for cancellation to the Exchange Agent together with such letter Letter of transmittalTransmittal or the Form of Election pursuant to Section 3.1(e), properly duly executed and completed and duly executedin accordance with the instructions thereto, and such other documents as may reasonably be reasonably required pursuant to such instructionsby the Exchange Agent, the holder of such Company Certificate shall be entitled to receive in exchange therefor a certificate representing that number of whole (i) shares of Parent 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 shares that such holder has the right to receive in respect of the shares of Company Common Stock formerly represented by such Certificate pursuant to Section 3.1(b) (after taking into account all shares of Company Common Stock then held by such holder), (ii) a check in the amount equal to the cash, if any, that such holder has the right to receive pursuant to Section 3.1 and (iii) a check in the amount equal to the cash, if any, that such holder has the right to receive pursuant to the provisions of this Article III other than Section 3.1, including cash in lieu of any fractional shares of Parent Common Stock to which such holder is entitled pursuant to Section 2.2(e) 3.7 and dividends and other distributions pursuant to Section 3.5. No interest will be paid or will accrue on any cash payable pursuant to the provisions of this Article III. In the event of a transfer of ownership of Company Common Stock that is not registered in the transfer records of Company, one or more shares of Parent Common Stock evidencing, in the aggregate, the proper number of shares of Parent Common Stock pursuant to Section 3.1, a check in the proper amount of cash comprising the Cash-Stock Consideration pursuant to Section 3.1, a check in the proper amount of cash in lieu of any fractional shares of Parent Common Stock pursuant to Section 3.7 and any dividends or other distributions to which such holder is entitled pursuant to Section 2.2(c)3.5, and the Certificate so surrendered shall forthwith may be canceled. No interest will be paid or accrued on any cash in lieu of fractional shares or on any unpaid dividends and distributions payable issued with respect to holders of Certificates. In the event of a transfer of ownership of shares of such Company Common Stock which is not registered in the transfer records of the Company, a certificate representing the proper number of shares of Parent Common Stock may be issued to such a transferee if the Company Certificate representing such shares of Company Common Stock is presented to the Exchange Agent, accompanied by all documents reasonably required to evidence and effect such transfer and by to evidence reasonably satisfactory that any applicable stock transfer taxes, if any, taxes have been paid. Until surrendered as contemplated by this Section 2.2, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the certificate representing shares of Parent Common Stock, cash in lieu of any fractional shares of Parent Common Stock to which such holder is entitled pursuant to Section 2.2(e) and any dividends or other distributions to which such holder is entitled pursuant to Section 2.2(c).

Exchange Procedures. Promptly after the Effective Time, Parent shall instruct the Exchange Agent to and the Exchange Agent shall mail to each holder of record of a certificate or certificates which immediately prior to the Effective Time represented outstanding shares of Company Common Stock (the “"Certificates”") whose shares of Company Common Stock were converted pursuant to Section 2.1 into the right to receive shares of Parent Common Stock (i) a letter of transmittal reasonably acceptable to the Company (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Exchange Agent Agent, and shall be in reasonable such form and customary formhave such other provisions as Parent and the Company may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for certificates representing shares of Parent Common StockStock (plus cash in lieu of fractional shares, if any, of Parent Common Stock as provided below). Upon surrender of a Certificate for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by Parent, together with such letter of transmittal, properly completed and duly executed, and such other documents as may be reasonably required pursuant to such instructions, 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 which such holder has the right to receive in respect pursuant to the provisions of the shares of Company Common Stock formerly represented by such Certificate (this Article 2 after taking into account all the shares of Company Common Stock then held by such holder), cash in lieu of fractional shares of Parent Common Stock to which holder under all such holder is entitled pursuant to Section 2.2(e) and any dividends or other distributions to which such holder is entitled pursuant to Section 2.2(c)Certificates so surrendered, and the Certificate so surrendered transferred shall forthwith immediately be canceled. No interest will be paid or accrued on any cash in lieu of fractional shares or on any unpaid dividends and distributions payable to holders of Certificates. In the event of a transfer of ownership of shares of Company Common Stock which is not registered in the transfer records of the Company, a certificate representing the proper number of shares of Parent Common Stock may be issued to a transferee if the Certificate representing such shares of Company Common Stock is presented to the Exchange Agent, accompanied by all documents reasonably required to evidence and effect such transfer and by evidence reasonably satisfactory that any applicable stock transfer taxes, if any, taxes have been paid. Until surrendered as contemplated by this Section 2.2, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the certificate representing shares of Parent Common Stock, Stock and cash in lieu of any fractional shares of Parent Common Stock to which such holder is entitled pursuant to as contemplated by this Section 2.2(e) and any dividends or other distributions to which such holder is entitled pursuant to Section 2.2(c)2.2.

Exchange Procedures. Promptly after the Effective Time, Parent shall instruct the Exchange Agent to mail to each holder of record of a certificate or certificates which (“Certificates”) that immediately prior to the Effective Time represented outstanding shares of Company Common Stock (the “Certificates”) which were converted into shares of Parent Common Stock pursuant to Section 1.6, (i) a letter of transmittal reasonably acceptable to the Company in customary form (which that shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Exchange Agent and which letter shall be in reasonable and customary form) reasonably acceptable to the Company), 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 Certificates for cancellation to the Exchange Agent together with such letter of transmittal, properly duly completed and duly executed, and such other documents as may be reasonably required pursuant to such instructionsvalidly executed in accordance with the instructions thereto, the holder holders of such Certificate Certificates shall be entitled to receive in exchange therefor a certificate certificates representing that the number of whole shares of Parent Common Stock into which such holder has the right to receive in respect of the their shares of Company Common Stock formerly represented by such Certificate were converted at the Effective Time (after taking into account all shares of Company Common Stock then held by such holder), cash and any payment in lieu of fractional shares of Parent Common Stock that such holders have the right to which such holder is entitled receive pursuant to Section 2.2(e1.7(e) and any dividends or other distributions to which such holder is entitled payable pursuant to Section 2.2(c1.7(d)), and the Certificate Certificates so surrendered shall forthwith be canceled. Until so surrendered, outstanding Certificates will be deemed from and after the Effective Time, for all corporate purposes, to evidence only the ownership of the number of whole shares of Parent Common Stock into which such shares of Company Common Stock shall have been so converted (and the right to receive an amount in cash in lieu of the issuance of any fractional shares in accordance with Section 1.7(e) and any dividends or distributions payable pursuant to Section 1.7(d)). No interest will be paid or accrued on any cash in lieu of fractional shares of Parent Common Stock or on any unpaid dividends and or distributions payable to holders of Certificates. In the event of a transfer of ownership of shares of Company Common Stock which that is not registered in the transfer records of the Company, a certificate representing the proper number of shares of Parent Common Stock may be issued to a transferee if the Certificate representing such shares of Company Common Stock is presented to the Exchange Agent, accompanied by all documents reasonably required to evidence and effect such transfer and by evidence reasonably satisfactory that any applicable stock transfer taxes, if any, taxes have been paid. Until surrendered as contemplated by this Section 2.2, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the certificate representing shares of Parent Common Stock, cash in lieu of any fractional shares of Parent Common Stock to which such holder is entitled pursuant to Section 2.2(e) and any dividends or other distributions to which such holder is entitled pursuant to Section 2.2(c).

Exchange Procedures. Promptly after the Effective Time, Parent the Surviving Corporation shall instruct the Exchange Agent cause to mail be mailed to each holder of record of a certificate or certificates which immediately prior to (the "Certificates") that represented as of the Effective Time represented outstanding shares of Company Common Stock (the “Certificates”) (i) to be exchanged pursuant to Section 1.6, a letter of transmittal reasonably acceptable to the Company (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Exchange Agent and shall be in reasonable such form and customary formhave 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. Upon surrender of a Certificate for cancellation to the Exchange Agent Agent, together with such letter of transmittal, properly duly completed and duly executedvalidly executed in accordance with the instructions thereto, and such other documents as may be reasonably required pursuant to such instructions, the holder of such Certificate shall be entitled to receive in exchange therefor a certificate representing that the number of whole shares of Parent Common Stock and payment in lieu of fractional shares which such holder has the right to receive in respect of the shares of Company Common Stock formerly represented by such Certificate (after taking into account all shares of Company Common Stock then held by such holder), cash in lieu of fractional shares of Parent Common Stock to which such holder is entitled pursuant to Section 2.2(eSections 1.6 and 1.11, after giving effect to any required Tax (as defined herein) and any dividends or other distributions to which such holder is entitled pursuant to Section 2.2(c)withholdings, and the Certificate so surrendered shall forthwith be canceled. No interest will be paid At any time following six months after the Effective Time, all or accrued on any cash in lieu of fractional shares or on any unpaid dividends and distributions payable to holders of Certificates. In the event of a transfer of ownership of shares of Company Common Stock which is not registered in the transfer records of the Company, a certificate representing the proper number of shares of Parent Common Stock may (and any or all cash payable in lieu of fractional shares of Parent Common Stock) deposited with or made available to the Exchange Agent pursuant to Section 1.12(b), which remain undistributed to the holders of the Certificates representing shares of Company Common Stock, shall be issued delivered to a transferee if the Certificate representing Parent upon demand, and thereafter such holders of unexchanged shares of Company Common Stock is presented shall be entitled to look only to Parent (subject to abandoned property, escheat or other similar laws) as general creditors thereof with respect to the Exchange Agent, accompanied by all documents reasonably required to evidence and effect such transfer and by evidence reasonably satisfactory that any applicable stock transfer taxes, if any, have been paid. Until surrendered as contemplated by this Section 2.2, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the certificate representing shares of Parent Common Stock, cash in lieu of any fractional shares of Parent Common Stock to which such holder is entitled pursuant to Section 2.2(e) and any dividends or other distributions to which such holder is entitled pursuant to Section 2.2(c)for payment upon due surrender of their Certificates.

Exchange Procedures. Promptly As promptly as practicable after the Effective Time, Parent shall instruct the Exchange Agent to mail to each holder of record of a certificate or certificates Certificate which immediately prior to the Effective Time represented outstanding shares of Company Common Stock (the “Certificates”) Stock: (i) a letter of transmittal reasonably acceptable to the Company (which shall be in customary form and shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Exchange Agent and shall be in reasonable and customary formAgent) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for certificates representing shares pursuant to such letter of Parent Common Stocktransmittal. Upon surrender to the Exchange Agent of a Certificate for cancellation to the Exchange Agent cancellation, together with such letter of transmittal, properly duly completed and duly executedvalidly executed in accordance with the instructions thereto, and such other documents as may be reasonably required pursuant to such instructions, the holder of such Certificate shall be entitled to receive in exchange therefor (A) a certificate representing that number of whole shares of Parent Common Stock which such holder has the right to receive receive, if any, in respect of the shares of Company Common Stock formerly represented by such Certificate (after taking into account all shares of Company Common Stock then held by such holder), (B) cash in lieu of any fractional shares of Parent Common Stock to which such holder is entitled pursuant to Section 2.2(e4.02(e) and (C) any dividends or other distributions to which such holder is entitled pursuant to Section 2.2(c4.02(c), and the Certificate so surrendered shall forthwith be canceled. No interest will be paid or accrued on any cash in lieu of fractional shares or on any unpaid dividends and distributions payable to holders of Certificatescancelled. In the event of a transfer of ownership of shares of Company Common Stock which that is not registered in the transfer records of the Company, a certificate representing the proper number of shares of Parent Common Stock, cash in lieu of any fractional shares of Parent Common Stock to which such holder is entitled pursuant to Section 4.02(e) and any dividends or other distributions to which such holder is entitled pursuant to Section 4.02(c) may be issued to a transferee if the Certificate representing such shares of Company Common Stock is presented to the Exchange Agent, accompanied by all documents reasonably required to evidence and effect such transfer and by evidence reasonably satisfactory that any applicable stock transfer taxes, if any, taxes have been paid. Until surrendered as contemplated by this Section 2.24.02, each Certificate shall be deemed at any time all times after the Effective Time to represent only the right to receive upon such surrender the certificate representing shares of Parent Common Stock, cash in lieu of any fractional shares of Parent Common Stock to which such holder is entitled pursuant to Section 2.2(e4.02(e) and any dividends or other distributions to which such holder is entitled pursuant to Section 2.2(c4.02(c).

Exchange Procedures. Promptly after the Effective Time, Parent shall instruct the Exchange Agent to mail to each holder of record of a certificate or certificates which immediately prior to the Effective Time represented outstanding shares of Company Common Stock (the “"Certificates”") (i1) a letter of transmittal reasonably acceptable to the Company (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Exchange Agent and shall be in reasonable and customary form) and (ii2) 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 together with such letter of transmittal, properly completed and duly executed, and such other documents as may be reasonably required pursuant to such instructions, 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 which such holder has the right to receive in respect of the shares of Company Common Stock formerly represented by such Certificate (after taking into account all shares of Company Common Stock then held by such holder), cash in lieu of fractional shares of Parent Common Stock to which such holder is entitled pursuant to Section 2.2(e) and any dividends or other distributions to which such holder is entitled pursuant to Section 2.2(c), and the Certificate so surrendered shall forthwith be canceled. No interest will be paid or accrued on any cash in lieu of fractional shares or on any unpaid dividends and distributions payable to holders of Certificates. Notwithstanding anything to the contrary contained herein, no certificate representing Parent Common Stock or cash in lieu of a fractional share interest shall be delivered to a person who is a Pooling Affiliate (as defined in Section 6.9(a)) of the Company unless such Pooling Affiliate has theretofore executed and delivered to Parent the agreement referred to in Section 6.9(a). In the event of a transfer of ownership of shares of Company Common Stock which is not registered in the transfer records of the Company, a certificate representing the proper number of shares of Parent Common Stock may be issued to a transferee if the Certificate representing such shares of Company Common Stock is presented to the Exchange Agent, accompanied by all documents reasonably required to evidence and effect such transfer and by evidence reasonably satisfactory that any applicable stock transfer taxes, if any, taxes have been paid. Until surrendered as contemplated by this Section 2.2, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the certificate representing shares of Parent Common Stock, cash in lieu of any fractional shares of Parent Common Stock to which such holder is entitled pursuant to Section 2.2(e) and any dividends or other distributions to which such holder is entitled pursuant to Section 2.2(c).

Exchange Procedures. Promptly after the Effective Time, Parent ------------------- shall instruct the Exchange Agent to mail to each holder of record of a certificate or certificates ("Certificates") which immediately prior to the Effective Time represented outstanding shares of Company Common Stock (the “Certificates”) whose shares were converted into shares of Parent Common Stock pursuant to Section 1.6, (i) a letter of transmittal reasonably acceptable to the Company in customary form (which that shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Exchange Agent and shall be in reasonable and customary formcontain 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. Upon surrender of a Certificate Certificates for cancellation to the Exchange Agent together with such letter of transmittal, properly duly completed and duly executed, and such other documents as may be reasonably required pursuant to such instructionsvalidly executed in accordance with the instructions thereto, the holder holders of such Certificate Certificates shall be entitled to receive in exchange therefor a certificate certificates representing that the number of whole shares of Parent Common Stock into which such holder has the right to receive in respect of the their shares of Company Common Stock formerly represented by such Certificate (after taking into account all shares of Company Common Stock then held by such holder)were converted at the Effective Time, cash payment in lieu of fractional shares of Parent Common Stock that such holders have the right to which such holder is entitled receive pursuant to Section 2.2(e1.7(e) and any dividends or other distributions to which such holder is entitled payable pursuant to Section 2.2(c1.7(d), and the Certificate Certificates so surrendered shall forthwith be canceled. Until so surrendered, outstanding Certificates will be deemed from and after the Effective Time, for all corporate purposes, to evidence only the ownership of the number of full shares of Parent Common Stock into which such shares of Company Common Stock shall have been so converted and the right to receive an amount in cash in lieu of the issuance of any fractional shares in accordance with Section 1.7(e) and any dividends or distributions payable pursuant to Section 1.7(d). No interest will be paid or accrued on any cash in lieu of fractional shares of Parent Common Stock or on any unpaid dividends and or distributions payable to holders of Certificates. In the event of a transfer of ownership of shares of Company Common Stock which is not registered in the transfer records of the Company, a certificate representing the proper number of shares of Parent Common Stock may be issued to a transferee if the Certificate representing such shares of Company Common Stock is presented to the Exchange Agent, accompanied by all documents reasonably required to evidence and effect such transfer and by evidence reasonably satisfactory that any applicable stock transfer taxes, if any, taxes have been paid. Until surrendered as contemplated by this Section 2.2, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the certificate representing shares of Parent Common Stock, cash in lieu of any fractional shares of Parent Common Stock to which such holder is entitled pursuant to Section 2.2(e) and any dividends or other distributions to which such holder is entitled pursuant to Section 2.2(c).

Exchange Procedures. Promptly As soon as practicable after the Effective Time, Parent shall instruct the Exchange Agent to shall mail to each holder of record of a certificate or certificates which immediately prior to the Effective Time represented outstanding shares of Company Common Stock (the “Certificates”) Certificate, (i) a letter of transmittal reasonably acceptable to the Company (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Exchange Agent Agent, and shall be in reasonable such form and have such other customary formprovisions 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 StockStock or for payments in exchange for fractional shares. Upon surrender of a Certificate for cancellation to the Exchange Agent Agent, together with such a duly executed letter of transmittal, properly completed and duly executed, and such other documents as may be reasonably required pursuant to such instructions, the holder of such Certificate shall be entitled to receive in exchange therefor (i) a certificate or certificates representing that whole number of whole shares of Parent Common Stock which such holder has the right to receive pursuant to Section 1.5 in respect such denominations and registered in such names as such holder may request and (ii) a check representing the amount of the shares of Company Common Stock formerly represented by such Certificate (after taking into account all shares of Company Common Stock then held by such holder), cash in lieu of any fractional shares of shares, if any, and unpaid dividends and distributions on Parent Common Stock to Stock, if any, which such holder is entitled has the right to receive pursuant to Section 2.2(e) and the provisions of this Article I, after giving effect to any dividends or other distributions to which such holder is entitled pursuant to Section 2.2(c), and the Certificate required withholding tax. The shares represented by Certificates so surrendered shall forthwith be canceledcancelled. No interest will be paid or accrued on any the cash in lieu of fractional shares or on any shares, if any, and unpaid dividends and distributions on Parent Common Stock, if any, payable to holders of Certificatesshares of Company Common Stock or Company Preferred Stock. In the event of a transfer of ownership of shares of Company Common Stock which or Company Preferred Stock that is not registered in on the transfer records of the Company, a certificate representing the proper number of shares of Parent Common Stock Stock, together with a check for the cash to be paid in lieu of fractional shares, if any, and unpaid dividends and distributions on Parent Common Stock, if any, may be issued to a such transferee if the Certificate representing such shares of Company Common Stock or Company Preferred Stock held by such transferee is presented to the Exchange Agent, accompanied by all documents reasonably required to evidence and effect such transfer and by to evidence reasonably satisfactory that any applicable stock transfer taxes, if any, taxes have been paid. Until surrendered as contemplated by this Section 2.21.7, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the thereof a certificate representing shares of Parent Common Stock, Stock and cash in lieu of fractional shares, if any, and unpaid dividends and distributions on Parent Common Stock, if any, as provided in this Article I. If any fractional 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 Parent, the posting by such Person of a bond in such reasonable amount as Parent may direct as indemnity against any claim that may be made against it with respect to such Certificate, the Exchange Agent will deliver in exchange for such lost, stolen or destroyed Certificate, a certificate representing the proper number of shares of Parent Common Stock Stock, together with a check for the cash to which such holder is entitled pursuant to Section 2.2(e) be paid in lieu of fractional shares, if any, and any unpaid dividends or other and distributions to which such holder is entitled pursuant to Section 2.2(c).on shares of Parent Common Stock, if any, as provided in this Article I.

Exchange Procedures. Promptly As soon as reasonably practicable after the Effective Time, Parent shall instruct Dynabazaar will cause the Exchange Agent to mail to each holder of record of a certificate or certificates which immediately prior to the Effective Time represented outstanding shares of Company Common Stock (the “Certificates”) Certificates (i) a letter of transmittal reasonably acceptable to the Company (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Exchange Agent and shall be in reasonable such form and customary formhave such other provisions as Dynabazaar may reasonably specify) and (ii) instructions for use in effecting to effect the surrender of the Certificates in exchange for the certificates representing evidencing shares of Parent Dynabazaar Common StockStock and cash in lieu of fractional shares. Upon surrender of a Certificate for cancellation to the Exchange Agent together with such letter of transmittal, properly completed and duly executed, and such other customary documents as may be reasonably required pursuant to such instructions, the holder of such Certificate shall be entitled to receive in exchange therefor a certificate representing solely (A) certificates evidencing that number of whole shares of Parent Dynabazaar Common Stock which such holder has the right to receive in accordance with Section B.2.(a) and (B) cash in respect of fractional shares as provided in Section B.2.(e) (the shares of Company Dynabazaar Common Stock formerly represented by such Certificate (after taking into account all shares of Company Common Stock then held by such holder), and cash in lieu respect of fractional shares of Parent Common Stock to which such holder is entitled pursuant to Section 2.2(e) and any dividends or other distributions to which such holder is entitled pursuant to Section 2.2(cbeing referred to, collectively, as the "MERGER CONSIDERATION"), and except that Shares held at the Certificate so Effective Time in book-entry form shall be exchanged for Merger Consideration in accordance with the customary procedures of the Depository Trust Company. Certificates surrendered shall forthwith be canceled. No interest will be paid or accrued on any cash in lieu canceled as of fractional shares or on any unpaid dividends and distributions payable to holders of Certificatesthe Effective Time. In the event of a transfer of ownership of shares of Company Common Stock Shares which is not registered in the transfer records of LQ as of the CompanyEffective Time, a certificate representing the proper number of shares of Parent Common Stock Merger Consideration may be issued and paid in accordance with this Section to a transferee if the Certificate representing evidencing such shares of Company Common Stock Shares is presented to the Exchange Agent, accompanied by all documents reasonably required to evidence and effect such transfer pursuant to this Section and by evidence reasonably satisfactory that any applicable stock transfer taxes, if any, taxes have been paid. Until surrendered as contemplated by this Section 2.2so surrendered, each outstanding Certificate shall that, prior to the Effective Time, represented Shares will be deemed at any time from and after the Effective Time Time, for all corporate purposes, to represent only evidence the right to receive upon such surrender ownership of the certificate representing number of full shares of Parent Dynabazaar Common Stock, and cash in lieu respect of any fractional shares of Parent Common Stock to shares, into which such holder is entitled pursuant to Section 2.2(e) and any dividends or other distributions to which such holder is entitled pursuant to Section 2.2(c)Shares shall have been so converted.

Exchange Procedures. Promptly Parent will cause transmittal materials reasonably agreed upon by Parent and the Company prior to the Closing to be mailed as soon as practicable after the Effective Time, Parent shall instruct Time by the Exchange Agent to mail to each holder of record of a certificate or certificates which immediately prior to Company Shares (other than Excluded Company Shares and Dissenting Shares) as of the Effective Time represented outstanding shares by Certificates. The transmittal materials will advise the holders of Company Common Stock (Shares of the “Certificates”) (i) a letter effectiveness of transmittal reasonably acceptable the Merger and the procedure for surrendering Certificates representing the Company Shares to the Exchange Agent. Upon the surrender by a holder of Company Shares of a Certificate representing such Company Shares (which shall specify that delivery shall be effected, and risk or affidavit of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates in lieu thereof in accordance with Section 5.2(g)) to the Exchange Agent and shall be in reasonable and customary form) and (ii) instructions for use in effecting accordance with the surrender terms of the Certificates in exchange for certificates representing shares of Parent Common Stock. Upon surrender of a Certificate for cancellation to the Exchange Agent together with such letter of transmittaltransmittal materials, properly completed and duly executed, and such other documents as may be reasonably required pursuant to such instructions, the each holder of such Certificate shall Company Shares will be entitled to receive receive, pursuant to Section 5.1 in exchange therefor (i) a certificate representing that number of whole shares of Parent Common Stock which such that the holder is entitled to receive pursuant to this Article V, and/or (ii) a check in the amount (after giving effect to any required tax withholdings) of (A) any cash payable pursuant to Section 5.2(e) in lieu of fractional shares, plus (B) cash payable pursuant to Section 5.1, plus (C) any unpaid dividends or other distributions with respect to the Parent Common Stock that the holder has the right to receive in respect of the shares of Company Common Stock formerly represented by such Certificate (after taking into account all shares of Company Common Stock then held by such holder), cash in lieu of fractional shares of Parent Common Stock to which such holder is entitled pursuant to Section 2.2(e) and any dividends or other distributions to which such holder is entitled pursuant to Section 2.2(c5.2(c), and and, in each case, the Certificate so surrendered shall will forthwith be canceledcancelled. No interest will be paid or accrued on any cash in lieu amount payable upon due surrender of fractional shares or on any unpaid dividends and distributions payable to holders of the Certificates. In the event of If a transfer of ownership of shares of Company Common Stock which Shares formerly represented by a Certificate is not registered in the transfer records of the Company, a certificate representing the proper number of shares of Parent Common Stock may Stock, together with a check for any cash to be paid upon due surrender of the Certificate and any other dividends or distributions in respect of the Certificate, shall be issued and/or paid to such a transferee if the Certificate representing such shares of Company Common Stock is presented to the Exchange Agent, accompanied by all documents reasonably required to evidence and effect such the transfer and by to evidence reasonably satisfactory that any applicable stock transfer taxes, if any, Taxes have been paid. Until If any certificate for shares of Parent Common Stock is to be issued in a name other than that in which the Certificate surrendered as contemplated in exchange therefor is registered, it will be a condition of the exchange that the Person requesting the exchange will pay any transfer or other Taxes required by this Section 2.2, each Certificate shall be deemed at any time after reason of the Effective Time to represent only the right to receive upon such surrender the certificate issuance of certificates representing shares of Parent Common StockStock in a name other than that of the registered holder of the Certificate surrendered, cash in lieu of any fractional shares or will establish to the satisfaction of Parent Common Stock to which such holder or the Exchange Agent that the Tax has been paid or is entitled pursuant to Section 2.2(e) and any dividends or other distributions to which such holder is entitled pursuant to Section 2.2(c)not applicable.

Exchange Procedures. Promptly As promptly as practicable after the Effective Time, Parent shall instruct cause the Exchange Agent to mail to each holder of record of a certificate or certificates which immediately prior to the Effective Time represented outstanding Certificate whose shares of Company Common Stock (were converted into the “Certificates”) right to receive the Merger Consideration pursuant to Section 2.01(c), (i) a form of letter of transmittal reasonably acceptable to the Company (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Exchange Agent and which shall be in reasonable customary form and customary formshall have such other provisions as Parent may reasonably specify) and (ii) instructions for use in effecting the surrender of surrendering the Certificates in exchange for cash and/or certificates representing the Merger Consideration, any dividends or other distributions to which holders of Certificates are entitled pursuant to Section 2.02(c) and cash in lieu of any fractional shares of Parent Common StockStock to which such holders are entitled pursuant to Section 2.02(e). Upon surrender of a Certificate for cancellation to the Exchange Agent Agent, together with such letter of transmittal, properly duly completed and duly validly executed, and such other documents as may be reasonably required pursuant to such instructionsby the Exchange Agent, the holder of such Certificate shall be entitled to receive in exchange therefor (A) a certificate representing that number of whole shares of Parent Common Stock which that such holder has the right to receive in respect as Stock Consideration pursuant to the provisions of the shares of Company Common Stock formerly represented by such Certificate (this Article II after taking into account all the shares of Company Common Stock then held by such holder)holder under all such Certificates so surrendered and (B) a check for the cash that such holder is entitled to receive pursuant to the provisions of this Article II, including any Cash Consideration, any dividends or other distributions to which such holder is entitled pursuant to Section 2.02(c) and cash in lieu of any fractional shares of Parent Common Stock to which such holder is entitled pursuant to Section 2.2(e) and any dividends or other distributions to which such holder is entitled pursuant to Section 2.2(c2.02(e), and the Certificate so surrendered shall forthwith be canceled. No interest will be paid or accrued on any cash in lieu of fractional shares or on any unpaid dividends and distributions payable to holders of Certificates. In the event of a transfer of ownership of shares of Company Common Stock which that is not registered in the transfer records of the Company, (w) a certificate representing the proper number of shares of Parent Common Stock that such holder has the right to receive pursuant to the provisions of this Article II, (x) a check for the cash that such holder is entitled to receive pursuant to the provisions of this Article II, including any Cash Consideration, any dividends or other distributions to which such holder is entitled pursuant to Section 2.02(c) and (y) cash in lieu of any fractional shares of Parent Common Stock to which such holder is entitled pursuant to Section 2.02(e), may be issued to a transferee if person other than the person in whose name the Certificate representing such shares of Company Common Stock so surrendered is presented registered, if, upon presentation to the Exchange Agent, accompanied by all documents reasonably required to evidence and effect such Certificate shall be properly endorsed or otherwise be in proper form for transfer and the person requesting such issuance shall pay any transfer or other taxes required by evidence reasonably satisfactory reason of the issuance of cash and/or shares of Parent Common Stock to a person other than the registered holder of such Certificate or establish to the reasonable satisfaction of the Exchange Agent that any applicable stock transfer taxes, if any, have such tax has been paidpaid or is not applicable. Until surrendered as contemplated by this Section 2.22.02(b), each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the certificate representing shares Merger Consideration, any dividends or other distributions to which the holder of Parent Common Stock, such Certificate is entitled pursuant to Section 2.02(c) and cash in lieu of any fractional shares share of Parent Common Stock to which such holder is entitled pursuant to Section 2.2(e) and 2.02(e). No interest will be paid or will accrue on the Merger Consideration or on any dividends or other distributions cash payable to which such holder is entitled holders of Certificates pursuant to Section 2.2(c2.02(c) or (e).

Exchange Procedures. Promptly after the Effective Time, Parent shall instruct cause the Exchange Agent to mail to each holder of record of a certificate or certificates (the “Certificates”) which immediately prior to the Effective Time represented outstanding shares of Company Common Stock (and Company Preferred Stock, as well as to all Company optionholders, warrantholders and noteholders, as applicable, whose shares, options, warrants and notes were converted into the “Certificates”) right to receive shares of Parent Common Stock and options and warrants to purchase Parent Common Stock pursuant to Section 1.4, (i) a letter of transmittal reasonably acceptable to the Company (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates Certificates, the option agreements and/or the warrant agreements shall pass, only upon proper delivery receipt of the Certificates to Certificates, the Company option agreements and/or the Company warrant agreements by the Exchange Agent Agent, and shall be in reasonable such form and customary formhave such other provisions as Parent may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates Certificates, the Company option agreements and/or the Company warrant agreements in exchange for certificates or agreements (or book entries in the case of shares that are subject to vesting and/or repurchase rights or other restrictions) representing shares of Parent Common Stock and options and warrants to purchase shares of Parent Common Stock. Upon surrender of a Certificate Certificate, an option agreement and/or a warrant agreement for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by Parent, together with such letter of transmittal, properly duly completed and duly executed, and such other documents as may be reasonably required pursuant to such instructionsvalidly executed in accordance with the instructions thereto, the holder of such Certificate Certificate, Company option agreement and/or Company warrant agreement shall be entitled to receive in exchange therefor a certificate (or book entry in the case of shares that are subject to vesting and/or repurchase rights or other restrictions) representing that the number of whole shares of Parent Common Stock which such holder has the right and/or options and/or warrants to receive in respect of the shares of Company Common Stock formerly represented by such Certificate (after taking into account all shares of Company Common Stock then held by such holder), cash in lieu of fractional shares of Parent Common Stock to which such holder is entitled pursuant to Section 2.2(e) and any dividends or other distributions to which such holder is entitled pursuant to Section 2.2(c), and the Certificate so surrendered shall forthwith be canceled. No interest will be paid or accrued on any cash in lieu of fractional shares or on any unpaid dividends and distributions payable to holders of Certificates. In the event of a transfer of ownership of shares of Company Common Stock which is not registered in the transfer records of the Company, a certificate representing the proper number of shares of Parent Common Stock may be issued to a transferee if the Certificate representing such shares of Company Common Stock is presented to the Exchange Agent, accompanied by all documents reasonably required to evidence and effect such transfer and by evidence reasonably satisfactory that any applicable stock transfer taxes, if any, have been paid. Until surrendered as contemplated by this Section 2.2, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the certificate representing purchase shares of Parent Common Stock, and the amount in cash in lieu of any fractional shares of Parent Common Stock to Stock, if any, which such holder is entitled has the right to receive pursuant to Section 2.2(e1.4, and the Certificate, Company option agreement and/or Company warrant agreement so surrendered shall forthwith be canceled. Until so surrendered, each outstanding Certificate that, prior to the Effective Time, represented shares of Company Common Stock and Company Preferred Stock and each option and warrant to purchase shares of Company Common Stock and/or Company Preferred Stock, will be deemed from and after the Effective Time, for all corporate purposes, other than the payment of dividends with respect to the capital stock, to evidence (i) and any dividends or other distributions to the ownership of the number of full shares of Parent Common Stock into which such holder is entitled pursuant shares of Company Common Stock and Company Preferred Stock shall have been so converted, (ii) the ownership of the number of options and warrants to purchase shares of Parent Common Stock into which such Company options and warrants shall have been so converted, and (iii) the right to receive the amount in cash in lieu of any fractional shares of Parent Common Stock, if any, in accordance with Section 2.2(c)1.4.

Exchange Procedures. Promptly As soon as reasonably practicable after the Effective Time, but in any event within 10 business days thereafter, Parent shall instruct cause the Exchange Agent to mail to each holder of record of a certificate or certificates which immediately prior Certificate whose shares were converted into the right to receive the Effective Time represented outstanding shares of Company Common Stock (the “Certificates”) Merger Consideration pursuant to Section 2.01(c), (i) a letter of transmittal reasonably acceptable to the Company (which shall be in customary form and shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Exchange Agent and shall be in reasonable and customary formAgent) and (ii) instructions for use in effecting the surrender of surrendering the Certificates in exchange for certificates representing shares the Merger Consideration and cash in lieu of Parent Common Stockany fractional shares. Upon surrender of a Certificate for cancellation to the Exchange Agent Agent, together with such letter of transmittal, properly completed and duly executed, and such other documents as may reasonably be reasonably required pursuant to such instructionsby the Exchange Agent, 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 which such holder has the right to receive in respect pursuant to the provisions of the shares of Company Common Stock formerly represented by such Certificate (this Article II after taking into account all the shares of Company Common Stock then held by such holder)holder under all such Certificates so surrendered, cash in lieu of fractional shares of Parent Common Stock to which such holder is entitled pursuant to Section 2.2(e2.02(e) and any dividends or other distributions to which such holder is entitled pursuant to Section 2.2(c2.02(c), and the Certificate so surrendered shall forthwith be canceled. No interest will be paid or accrued on any cash in lieu of fractional shares or on any unpaid dividends and distributions payable to holders of Certificates. In the event of a transfer of ownership of shares of Company Common Stock which is not registered in the transfer records of the Company, a certificate representing the proper number of shares of Parent Common Stock, cash in lieu of fractional shares of Parent Common Stock to which such holder is entitled pursuant to Section 2.02(e) and any dividends or other distributions to which such holder is entitled pursuant to Section 2.02(c), may be issued to a transferee if person other than the person in whose name the Certificate representing such shares of Company Common Stock so surrendered is presented registered, if, upon presentation to the Exchange Agent, accompanied by all documents reasonably required to evidence and effect such Certificate shall be properly endorsed or otherwise be in proper form for transfer and the person requesting such issuance shall pay any transfer or other taxes required by evidence reasonably satisfactory reason of the issuance of shares of Parent Common Stock to a person other than the registered holder of such Certificate or establish to the reasonable satisfaction of Parent that any applicable stock transfer taxes, if any, have such tax has been paidpaid or is not applicable. Until surrendered as contemplated by this Section 2.22.02(b), each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the certificate representing shares of Parent Common StockMerger Consideration, cash in lieu of any fractional shares of Parent Common Stock to which such holder is entitled pursuant to Section 2.2(e) and any dividends or other distributions to which such holder is entitled pursuant to Section 2.2(c2.02(c) and cash in lieu of any fractional shares of Parent Common Stock as contemplated by Section 2.02(e). No interest will be paid or will accrue on any cash payable to holders of Certificates pursuant to Section 2.02(c) or 2.02(e).

Exchange Procedures. Promptly As soon as reasonably practicable after the Effective Time, Parent shall instruct the Exchange Agent to shall mail to each holder of record of a certificate or certificates which immediately prior to the Effective Time represented outstanding shares of Company ValueVision Common Stock or National Media Common Stock (including the “Series A Junior Participating Preferred Stock associated with the National Media Common Stock and issued pursuant to the National Media Rights Plan) (the "Certificates”") whose shares were converted pursuant to Section 2.1 or Section 2.2 into the right to receive shares of Parent Common Stock (i) a letter of transmittal reasonably acceptable to the Company (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Exchange Agent and shall be in reasonable such form and customary form) have such other provisions as ValueVision and National Media may reasonably specify), and (ii) instructions for use in effecting the surrender of the Certificates in exchange for certificates representing shares of Parent Common StockStock (plus cash in lieu of fractional shares, if any, of Parent Common Stock as provided below). Upon surrender of a Certificate for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by Parent, together with such letter of transmittal, properly completed and duly executed, and such other documents as may be reasonably required pursuant to such instructions, 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 which such holder has the right to receive in respect of the shares of Company Common Stock formerly represented by such Certificate (after taking into account all shares of Company Common Stock then held by such holder), cash in lieu of fractional shares of Parent Common Stock to which such holder is entitled pursuant to Section 2.2(e) and any dividends or other distributions to which such holder is entitled pursuant to Section 2.2(c)the provisions of this Article II, and the Certificate so surrendered shall forthwith immediately be canceled. No interest will be paid or accrued on any cash in lieu of fractional shares or on any unpaid dividends and distributions payable to holders of Certificates. In the event of a transfer of ownership of shares of Company ValueVision Common Stock or National Media Common Stock prior to the Effective Time which is not registered in the transfer records of the CompanyValueVision or National Media, respectively, a certificate representing the proper number of shares of Parent Common Stock may be issued to a transferee if the Certificate representing such shares of Company ValueVision Common Stock or National Media Common Stock is presented to the Exchange Agent, accompanied by all documents reasonably required to evidence and effect such transfer and by evidence reasonably satisfactory that any applicable stock transfer taxes, if any, taxes have been paid. Until surrendered as contemplated by this Section 2.2, each Certificate shall be deemed at any time Immediately after the Effective Time to Time, each outstanding Certificate which theretofore represented shares of ValueVision Common Stock or National Media Common Stock shall represent only the right to receive upon such surrender the certificate representing shares of Parent Common Stock, cash in lieu of any fractional shares of Parent Common Stock pursuant to the terms hereof and shall not be deemed to evidence ownership of the number of shares of Parent Common Stock into which such holder is entitled pursuant shares of ValueVision Common Stock or National Media Common Stock would be or were, as the case may be, converted into the right to receive until the Certificate therefor shall have been surrendered in accordance with this Section 2.2(e) and any dividends or other distributions to which such holder is entitled pursuant to Section 2.2(c)2.4.

Exchange Procedures. Promptly after the Effective Time, Parent shall instruct the Exchange Agent to mail to each holder of record of a certificate or certificates which immediately prior to the Effective Time represented outstanding shares of Company Common Stock (the “Certificates”) (i) a letter of transmittal reasonably acceptable to the Company (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Exchange Agent and shall be in reasonable and customary form) 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 together with such letter of transmittal, properly completed and duly executed, and such other documents as may be reasonably required pursuant to such instructions, 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 which such holder has the right to receive in respect of the shares of Company Common Stock formerly represented by such Certificate (after taking into account all shares of Company Common Stock then held by such holder)Certificate, cash in lieu of fractional shares of Parent Common Stock to which such holder is entitled pursuant to Section 2.2(e) and any dividends or other distributions to which such holder is entitled pursuant to Section 2.2(c), and the Certificate so surrendered shall forthwith be canceled. No interest will be paid or accrued on any cash in lieu of fractional shares or on any unpaid dividends and distributions payable to holders of Certificates. In the event of a transfer of ownership of shares of Company Common Stock which is not registered in the transfer records of the Company, a certificate representing the proper number of shares of Parent Common Stock may be issued to a transferee if the Certificate representing such shares of Company Common Stock is presented to the Exchange Agent, accompanied by all documents reasonably required to evidence and effect such transfer and by evidence reasonably satisfactory that any applicable stock transfer taxesTaxes, if any, have been paid. Until surrendered as contemplated by this Section 2.2, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the certificate representing shares of Parent Common Stock, cash in lieu of any fractional shares of Parent Common Stock to which such holder is entitled pursuant to Section 2.2(e) and any dividends or other distributions to which such holder is entitled pursuant to Section 2.2(c).

Exchange Procedures. Promptly after After the Effective Time, Parent FNB shall instruct cause the Exchange Agent to mail to each holder the shareholders of United of record of a certificate or certificates which immediately prior to at the Effective Time represented outstanding shares of Company Common Stock who did not previously submit a completed Election Form transmittal materials and other appropriate written instructions (the collectively, a “CertificatesTransmittal Letter”) (i) a letter of transmittal reasonably acceptable to the Company (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates certificate representing shares of United Stock prior to such Effective Time shall pass, only upon proper delivery of the Certificates such certificates to the Exchange Agent and which shall be in reasonable such form and customary form) have such other provisions as FNB may reasonably specify). After the Effective Time and (ii) instructions for use in effecting upon the proper surrender of the Certificates in exchange for certificates certificate(s) representing shares of Parent Common Stock. Upon surrender of a Certificate for cancellation United Stock to the Exchange Agent Agent, together with such letter of transmittal, a properly completed and duly executedexecuted Transmittal Letter or, and such other documents as may be reasonably required pursuant to such instructionsapplicable, Election Form, the holder of such Certificate certificate(s) shall be entitled to receive in exchange therefor a certificate representing that the number of whole shares of Parent Common FNB Stock which such holder has and the right to receive in respect of the shares of Company Common Stock formerly represented by such Certificate (after taking into account all shares of Company Common Stock then held by such holder), cash in lieu of fractional shares of Parent Common Stock to which such holder is entitled pursuant hereunder (including any cash payments to Section 2.2(e) which such holder is entitled hereunder in respect of rights to receive fractional shares and any dividends or other distributions to which such holder is entitled pursuant to Section 2.2(c1.8(c)), and subject to any required withholding of applicable taxes. Neither FNB nor the Certificate Exchange Agent shall be obligated to deliver any of such payments in cash or stock until such holder surrenders the certificate(s) representing such holder’s shares. The certificate(s) so surrendered shall forthwith be canceledduly endorsed as the Exchange Agent may require. No interest will be paid or accrued on any cash in lieu of fractional shares or on any unpaid dividends and distributions payable to holders of Certificates. In the event of If there is a transfer of ownership of any shares of Company Common United Stock which is not registered in the transfer records of United, the Company, a certificate representing the proper number of shares of Parent Common Stock may Merger Consideration shall be issued to a the transferee thereof if the Certificate certificates representing such shares of Company Common United Stock is are presented to the Exchange Agent, accompanied by all documents reasonably required required, in the reasonable judgment of FNB and the Exchange Agent, to evidence and effect such transfer and by to evidence reasonably satisfactory that any applicable stock transfer taxes, if any, taxes have been paid. Until surrendered as contemplated by this Section 2.2, each Certificate shall be deemed at any time Any portion of the Exchange Fund which remains undistributed to the holders of certificates representing United Stock for six months after the Effective Time shall be delivered to represent FNB, upon demand, and any shareholders of United who have not previously complied with the provisions of this Article I shall thereafter look only the right to receive upon such surrender the certificate representing shares FNB for payment of Parent Common Stock, their claim for FNB Stock and/or cash in lieu of any fractional shares of Parent Common Stock to which such holder is entitled pursuant to Section 2.2(e) and any dividends or distributions with respect to FNB Stock. Any portion of the Exchange Fund remaining unclaimed by holders of United Stock five years after the Effective Time (or such earlier date immediately prior to such time as such portion would otherwise escheat to or become property of any government entity) shall, to the extent permitted by applicable law, become the property of FNB free and clear of any claims or interest of any person previously entitled therein. Any other distributions provision of this Agreement notwithstanding, neither FNB nor the Exchange Agent shall be liable to which such any holder is entitled of shares of United Stock for any amounts paid or properly delivered in good faith to a public official pursuant to Section 2.2(c)any applicable abandoned property law.

Exchange Procedures. Promptly As soon as reasonably practicable after the Effective Time, Parent or the Surviving Corporation shall instruct cause the Exchange Paying Agent to mail to each holder of record of a certificate or certificates which immediately prior to the Effective Time represented outstanding shares of Company Common Stock (the “Certificates”) or non-certificated shares of Company Common Stock represented by book entry (“Book Entry Shares”) whose shares were converted pursuant to Section 2.1(c) into the right to received the Merger Price, (i) a letter of transmittal reasonably acceptable to the Company (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 or Book Entry Shares to the Exchange Paying Agent and shall be in reasonable such form and customary formhave such other provisions as Parent may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates or Book Entry Shares in exchange for certificates representing shares of Parent Common StockMerger Price. Upon surrender of a Certificate or Book Entry Shares for cancellation to the Exchange Agent Paying Agent, together with such letter of transmittal, properly transmittal duly executed and completed and duly executed, and such other documents as may be reasonably required pursuant to such instructionsin accordance with its terms, the holder of such Certificate Certificates or Book Entry Shares shall be entitled to receive in exchange therefor a certificate cash payment representing that number the Merger Price for each share of whole shares of Parent Company Common Stock represented thereby, subject to any applicable withholding tax, which such holder has the right to receive in respect of the shares of Company Common Stock formerly represented by such Certificate (after taking into account all shares of Company Common Stock then held by such holder), cash in lieu of fractional shares of Parent Common Stock to which such holder is entitled pursuant to Section 2.2(e) and any dividends or other distributions to which such holder is entitled pursuant to Section 2.2(c)the provisions of this Article II, and the Certificate Certificates or Book Entry Shares so surrendered shall forthwith be canceledcancelled. No In no event shall the holder of any Certificates or Book Entry Shares be entitled to receive interest will be paid or accrued on any cash funds to be received in lieu the Merger, including any interest accrued in respect of fractional shares or on any unpaid dividends and distributions payable to holders of Certificatesthe Payment Fund. In the event of a transfer of ownership of shares of Company Common Stock prior to the Effective Time which is not registered in the transfer records of the Company, a certificate representing the proper number of shares of Parent Common Stock Merger Price may be issued to a transferee if the Certificate Certificates or Book Entry Shares representing such shares of Company Common Stock is presented to the Exchange Agent, Paying Agent accompanied by all documents reasonably required to evidence and effect such transfer and by evidence reasonably satisfactory that any applicable stock transfer taxes, if any, taxes have been paid. Until surrendered as contemplated by this Section 2.22.03(b), each Certificate Certificates or Book Entry Shares shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the certificate representing shares Merger Price for each share of Parent Common Stock, cash in lieu of any fractional shares of Parent Company Common Stock to represented thereby as contemplated by this Article II, together with the dividends, if any, which such holder is entitled pursuant to Section 2.2(e) may have been declared by the Company on the Company Common Stock in accordance with the terms of this Agreement and any dividends or other 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 to which such holder is entitled pursuant to Section 2.2(c)therefrom.

Exchange Procedures. Promptly As promptly as practicable after the Effective TimeDate (but in any event within five business days after the Effective Date), Parent EZCORP shall instruct cause the Exchange Agent to mail to each holder of record of a certificate or certificates which immediately prior to the Effective Time Date represented outstanding shares of Company Common Stock (or other certificate or agreement representing shares of capital stock of the Company which has been converted into Company Common Stock) (the “Certificates”) (i1) a letter of transmittal reasonably acceptable to the Company (which shall be in customary form and shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Exchange Agent and shall be in reasonable and customary formAgent) and (ii2) instructions for use in effecting the surrender of the Certificates in exchange for certificates representing shares of Parent Common StockEZCORP Shares. Upon surrender to the Exchange Agent of a Certificate for cancellation to the Exchange Agent cancellation, together with such letter of transmittal, properly duly executed and completed and duly executedin accordance with the instructions thereto, and such other documents as may be reasonably required pursuant to such instructions, the holder of such Certificate shall be entitled to receive in exchange therefor either the Cash Consideration or a certificate representing that number of whole shares of Parent Common Stock EZCORP Shares which such holder has the right to receive in respect of the shares of Company Common Stock formerly represented by such Certificate (after taking into account all shares of the Company Common Stock then held by such holder), cash in lieu of fractional shares of Parent Common Stock ) to which such holder is entitled pursuant to Section 2.2(e) and any dividends or other distributions to which such holder is entitled pursuant to Section 2.2(c)3.1, and the Certificate so surrendered shall forthwith be canceled. No interest will be paid or accrued on any cash in lieu of fractional shares or on any unpaid dividends and distributions payable to holders of Certificates. In the event of a transfer of ownership of shares of Company Common Stock which is not registered in the transfer records of the Company, a certificate representing the proper number of shares of Parent Common Stock applicable Merger Consideration may be issued to a transferee if the Certificate representing such shares of Company Common Stock is properly endorsed and presented to the Exchange Agent, accompanied by all documents reasonably required to evidence and effect such transfer and by evidence reasonably satisfactory to EZCORP that any applicable stock share transfer taxes, if any, taxes have been paid. Until surrendered as contemplated by this Section 2.2Section, each 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 certificate representing shares of Parent Common Stock, cash in lieu of any fractional shares of Parent Common Stock to which such holder is entitled pursuant to Section 2.2(e) and any dividends or other distributions to which such holder is entitled pursuant to Section 2.2(c)applicable Merger Consideration.

Exchange Procedures. Promptly As soon as practicable after the Effective Time (but in no event later than three business days after the Effective Time), Parent shall instruct the Exchange Agent to mail to each holder of record of a certificate or certificates which immediately prior to the Effective Time represented outstanding shares of Company AmeriSource Common Stock or Bergen Common Stock whose shares were converted into the right to receive shares of Parent Common Stock pursuant to Section 3.1(a) or (the “c) ("Certificates”) "), (i) a letter of transmittal reasonably acceptable to the Company (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Exchange Agent and shall be in reasonable such form and customary formhave such other provisions as Parent may reasonably specify, including offering holders of Certificates the ability to hold their shares of Parent Common Stock in book entry form in lieu of the certificates provided for below) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for certificates representing shares of Parent Common StockStock and cash in lieu of any Fractional Shares. Upon surrender of a Certificate for cancellation to the Exchange Agent Agent, together with such a duly executed letter of transmittal, properly completed and duly executed, and such other documents as may be reasonably required pursuant to such instructions, the holder of such Certificate shall be entitled to receive in exchange therefor (x) a certificate or certificates representing that whole number of whole shares of Parent Common Stock which such holder has the right to receive pursuant to Section 3.1(a) or (c) in respect such denominations and registered in such names as such holder may request and (y) a check representing the amount of the shares of Company Common Stock formerly represented by such Certificate (after taking into account all shares of Company Common Stock then held by such holder), cash in lieu of fractional shares of Parent Common Stock to Fractional Shares, if any, and unpaid dividends and distributions, if any, which such holder is entitled has the right to receive pursuant to Section 2.2(e) and the provisions of this Article III, after giving effect to any dividends or other distributions to which such holder is entitled pursuant to Section 2.2(c), and the Certificate so surrendered shall forthwith be canceledrequired withholding tax. No interest will be paid or accrued on any the cash in lieu of fractional shares or on any Fractional Shares, if any, and unpaid dividends and distributions distributions, if any, payable to holders of Certificatesshares of AmeriSource Common Stock or Bergen Common Stock. In the event of a transfer of ownership of shares of Company AmeriSource Common Stock or Bergen Common Stock which is not registered in on the transfer records of the CompanyAmeriSource or Bergen, a certificate representing the proper number of shares of Parent Common Stock Stock, together with a check for the cash to be paid in lieu of Fractional Shares, if any, and unpaid dividends and distributions, if any, may be issued to a such transferee if the Certificate representing such shares of Company AmeriSource Common Stock or Bergen Common Stock held by such transferee is presented to the Exchange Agent, accompanied by all documents reasonably required to evidence and effect such transfer and by to evidence reasonably satisfactory that any applicable stock transfer taxes, if any, taxes have been paid. Until surrendered as contemplated by this Section 2.2, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the certificate representing shares of Parent Common Stock, cash in lieu of any fractional shares of Parent Common Stock to which such holder is entitled pursuant to Section 2.2(e) and any dividends or other distributions to which such holder is entitled pursuant to Section 2.2(c).

Exchange Procedures. Promptly As soon as practicable after the Effective Time, Parent shall instruct the Exchange Agent to shall mail to each holder of record of a certificate or certificates which that, immediately prior to the Effective Time Time, represented outstanding shares of Company Common Stock (the “"Certificates”") that were converted (collectively, the "Converted Shares") into shares of Parent Common Stock pursuant to Section 3.1(b), (i) a form of letter of transmittal reasonably acceptable to the Company (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates any Certificate shall pass, only upon proper actual delivery of the Certificates such Certificate to the Exchange Agent and shall be in reasonable and customary formAgent) 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 (or to such other agent or agents as may be appointed by agreement of Parent and the Company), together with such a duly executed letter of transmittal, properly completed and duly executed, transmittal and such other documents as may be reasonably required pursuant to such instructionsthe Exchange Agent shall require, the holder of such Certificate shall be entitled to receive in exchange therefor a certificate representing that the number of whole shares of Parent Common Stock which that such holder has the right to receive in respect of the shares of Company Common Stock formerly represented by such Certificate (after taking into account all shares of Company Common Stock then held by such holder), cash in lieu of fractional shares of Parent Common Stock to which such holder is entitled pursuant to Section 2.2(e) and any dividends or other distributions to which such holder is entitled pursuant to Section 2.2(c), and the Certificate so surrendered shall forthwith be canceled. No interest will be paid or accrued on any cash in lieu provisions of fractional shares or on any unpaid dividends and distributions payable to holders of Certificatesthis Article III. In the event of a transfer of ownership of shares of Company Common Stock which Converted Shares that is not registered in the transfer records of the Company, a certificate representing the proper number of shares of Parent Common Stock may be issued to a the transferee if the Certificate representing such shares of Company Common Stock Converted Shares is presented to the Exchange Agent, accompanied by all documents reasonably required to evidence and effect such transfer and by evidence reasonably satisfactory to the Exchange Agent that any applicable stock transfer taxes, if any, taxes have been paid. If any Certificate shall have been lost, stolen, mislaid or destroyed, then upon receipt of (x) an affidavit of that fact from the holder claiming such Certificate to be lost, mislaid, stolen or destroyed, (y) such bond, security or indemnity, as Parent or the Exchange Agent may reasonably require, and (z) any other documentation necessary to evidence and effect the bona fide exchange thereof, the Exchange Agent shall issue to such holder a certificate representing the number of shares of Parent Common Stock into which the shares represented by such lost, stolen, mislaid or destroyed Certificate shall have been converted. Until surrendered as contemplated by this Section 2.23.2, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the a certificate representing shares of Parent Common Stock, Stock and cash in lieu of any fractional shares of Parent Common Stock to which such holder is entitled pursuant to as contemplated by this Section 2.2(e) and any dividends or other distributions to which such holder is entitled pursuant to Section 2.2(c)3.2.

Exchange Procedures. Promptly after the Effective Time, Parent shall instruct the Exchange Agent to shall mail to each holder of record of a certificate or certificates which immediately prior to the Effective Time represented outstanding shares of Company Industrial Scientific Common Stock (whose shares were converted into the “Certificates”) (iright to receive cash pursuant to Section 1.05(b) a letter of transmittal reasonably acceptable to the Company (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates certificates representing such shares of Industrial Scientific Common Stock shall pass, only upon proper delivery of the Certificates certificates representing such shares of Industrial Scientific Common Stock to the Exchange Agent and shall be in reasonable such form and customary form) have such other provisions as the Exchange Agent may reasonably specify), and (ii) instructions for use in effecting the surrender of the Certificates certificates representing such shares of Industrial Scientific Common Stock, in exchange for the Merger Consideration. Upon surrender to the Exchange Agent of a certificate or certificates representing shares of Parent Industrial Scientific Common Stock. Upon surrender of a Certificate for cancellation to Stock and acceptance thereof by the Exchange Agent together with such letter of transmittal, properly completed and duly executed, and such other documents as may be reasonably required pursuant to such instructionsAgent, the holder of such Certificate thereof shall be entitled to receive in exchange therefor a certificate representing that number the amount of whole shares of Parent Common Stock cash into which such holder has the right to receive in respect of the shares of Company Common Stock formerly represented by such Certificate (after taking into account all shares of Company Common Stock then held by such holder), cash in lieu of fractional shares of Parent Common Stock to which such holder is entitled pursuant to Section 2.2(e) and any dividends or other distributions to which such holder is entitled pursuant to Section 2.2(c), and the Certificate so surrendered shall forthwith be canceled. No interest will be paid or accrued on any cash in lieu of fractional shares or on any unpaid dividends and distributions payable to holders of Certificates. In the event of a transfer of ownership of shares of Company Common Stock which is not registered in the transfer records of the Company, a certificate representing the proper number of shares of Parent Industrial Scientific Common Stock previously represented by such certificate or certificates surrendered shall have been converted pursuant to this Agreement. The Exchange Agent shall accept such certificates upon compliance with such reasonable terms and conditions as the Exchange Agent may impose to effect an orderly exchange thereof in accordance with normal exchange practices. After the Effective Time, there shall be issued no further transfer on the records of Industrial Scientific or its transfer agent of certificates representing shares of Industrial Scientific Common Stock and if such certificates are presented to Industrial Scientific for transfer, they shall be canceled against delivery of the Merger Consideration allocable to the shares of Industrial Scientific Common Stock represented by such certificate or certificates. If any Merger Consideration is to be remitted to a transferee if name other than that in which the Certificate representing such shares of Company certificate for the Industrial Scientific Common Stock surrendered for exchange is presented registered, it shall be a condition of such exchange that the certificate so surrendered shall be properly endorsed, with signature guaranteed, or otherwise in proper form for transfer and that the person requesting such exchange shall pay to Industrial Scientific, or its transfer agent, any transfer or other taxes required by reason of the payment of the Merger Consideration to a name other than that of the registered holder of the certificate surrendered, or establish to the Exchange Agent, accompanied by all documents reasonably required to evidence and effect satisfaction of Industrial Scientific or its transfer agent that such transfer and by evidence reasonably satisfactory that any applicable stock transfer taxes, if any, have tax has been paidpaid or is not applicable. Until surrendered as contemplated by this Section 2.2, 1.08 each Certificate certificate for shares of Industrial Scientific Common Stock shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration allocable to the shares represented by such certificate representing shares as contemplated by Section 1.05(b). No interest will be paid or will accrue on any amount payable as Merger Consideration. Subject to completion of Parent the documentation referred to above, the Merger Consideration shall be paid at the Effective Time to holders of Industrial Scientific Common Stock, cash in lieu of any fractional shares of Parent Common Stock to which such holder is entitled pursuant to Section 2.2(e) and any dividends or other distributions to which such holder is entitled pursuant to Section 2.2(c).

Exchange Procedures. Promptly after the Effective Time, Parent ------------------- shall instruct the Exchange Agent to mail to each holder of record of a certificate or certificates ("Certificates") which immediately prior to the Effective Time represented outstanding shares of Company Common Stock (the “Certificates”) whose shares were converted into shares of Parent Common Stock pursuant to Section 1.6, (i) a letter of transmittal reasonably acceptable to the Company in customary form (which that shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Exchange Agent and shall be in reasonable and customary formcontain 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. Upon surrender of a Certificate Certificates for cancellation to the Exchange Agent together with such letter of transmittal, properly duly completed and duly executed, and such other documents as may be reasonably required pursuant to such instructionsvalidly executed in accordance with the instructions thereto, the holder holders of such Certificate Certificates shall be entitled to receive in exchange therefor a certificate certificates representing that the number of whole shares of Parent Common Stock into which such holder has the right to receive in respect of the their shares of Company Common Stock formerly represented by such Certificate (after taking into account all shares of Company Common Stock then held by such holder)were converted at the Effective Time, cash payment in lieu of fractional shares of Parent Common Stock that such holders have the right to which such holder is entitled receive pursuant to Section 2.2(e1.7(e) and any dividends or other distributions to which such holder is entitled payable pursuant to Section 2.2(c1.7(d), and the Certificate Certificates so surrendered shall forthwith be canceled. Until so surrendered, outstanding Certificates will be deemed from and after the Effective Time, for all corporate purposes, to evidence only the ownership of the number of full shares of Parent Common Stock into which such shares of Company Common Stock shall have been so converted and the right to receive an amount in cash in lieu of the issuance of any fractional shares in accordance with Section 1.7(e) and any dividends or distributions payable pursuant to Section 1.7(d). No interest will be paid or accrued on any cash in lieu of fractional shares of Parent Common Stock or on any unpaid dividends and or distributions payable to holders of Certificates. In the event of a transfer of ownership of shares of Company Common Stock which is not registered in the transfer records of the Company, a certificate representing the proper number of shares of Parent Common Stock may be issued to a transferee if the Certificate representing such shares of Company Common Stock is presented to the Exchange Agent, accompanied by all documents reasonably required to evidence and effect such transfer and by evidence reasonably satisfactory that any applicable stock transfer taxes, if any, taxes have been paid. Until surrendered as contemplated by this Section 2.2, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the certificate representing shares of Parent Common Stock, cash in lieu of any fractional shares of Parent Common Stock to which such holder is entitled pursuant to Section 2.2(e) and any dividends or other distributions to which such holder is entitled pursuant to Section 2.2(c).

Exchange Procedures. Promptly As soon as practicable after the Effective Time, Parent shall instruct the Exchange Agent to mail to each holder of record of a certificate or certificates which that immediately prior to the Effective Time represented outstanding shares of Company Common Stock whose shares were converted into the right to receive shares of Parent Class A Common Stock pursuant to Section 2.1(a) and/or the Cash Consideration (the “Certificates”) ), (i) a letter of transmittal reasonably acceptable to the Company (in customary form, which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Exchange Agent and shall be in reasonable such form and customary form) have such other provisions as Parent may reasonably specify, including offering holders of Certificates the ability to hold their shares of Parent Class A Common Stock in book entry form in lieu of the certificates provided for below and (ii) instructions for use in effecting the surrender of the Certificates in exchange for certificates representing shares of Parent Class A Common Stock. Upon surrender of a Certificate for cancellation to the Exchange Agent Agent, together with such a duly executed letter of transmittal, properly completed and duly executed, and such other documents as may be reasonably required pursuant to such instructions, the holder of such Certificate shall be entitled to receive in exchange therefor (x) a certificate or certificates representing that whole number of whole shares of Parent Class A Common Stock which such holder has the right to receive pursuant to Section 2.1(a) in respect such denominations and registered in such names as such holder may request and (y) a check representing the amount of the shares of Company Common Stock formerly represented by such Certificate (after taking into account all shares of Company Common Stock then held by such holder), Cash Consideration and cash in lieu of fractional shares of Parent Common Stock to shares, if any, and unpaid dividends and distributions, if any, which such holder is entitled has the right to receive pursuant to Section 2.2(e) and the provisions of this Article II, after deduction of any dividends or other distributions to which such holder is entitled pursuant to Section 2.2(c), and the Certificate so surrendered shall forthwith be canceledrequired withholding tax. No interest will be paid or accrued on any the Cash Consideration or the cash in lieu of fractional shares or on any shares, if any, and unpaid dividends and distributions distributions, if any, payable to holders of Certificatesshares of Company Common Stock. In the event of a transfer of ownership of shares of Company Common Stock which is not registered in on the transfer records of the Company, a certificate representing the proper number of shares of Parent Class A Common Stock Stock, together with a check for the Cash Consideration plus cash to be paid in lieu of fractional shares, if any, and unpaid dividends and distributions, if any, may be issued to a such transferee if the Certificate representing such shares of Company Common Stock held by such transferee is presented to the Exchange Agent, accompanied by all documents reasonably required to evidence and effect such transfer and by to evidence reasonably satisfactory that any applicable stock transfer taxes, if any, taxes have been paid. Until surrendered as contemplated by this Section 2.2, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the certificate representing shares of Parent Common Stock, cash in lieu of any fractional shares of Parent Common Stock to which such holder is entitled pursuant to Section 2.2(e) and any dividends or other distributions to which such holder is entitled pursuant to Section 2.2(c).

Exchange Procedures. Promptly Parent shall cause transmittal materials reasonably agreed upon by Parent and the Company prior to the Closing to be mailed as soon as reasonably practicable after the Effective Time, Parent shall instruct Time by the Exchange Agent to mail to each holder of record as of a certificate or certificates which immediately prior to the Effective Time represented outstanding shares of Company Common Stock Shares (other than Excluded Company Shares) represented by Certificates. Such transmittal materials shall advise the “Certificates”) (i) a letter holders of transmittal reasonably acceptable to such Company Shares of the Company (which shall specify that delivery shall be effected, effectiveness of the Merger and risk of loss and title to the Certificates shall pass, only upon proper delivery of procedure for surrendering the Certificates to the Exchange Agent and shall be in reasonable and customary form) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for certificates representing shares of Parent Common StockAgent. Upon the surrender of a Certificate for cancellation (or affidavit of loss in lieu thereof in accordance with Section 4.2(g)) to the Exchange Agent together in accordance with such letter the terms of transmittal, properly completed and duly executed, and such other documents as may be reasonably required pursuant to such instructionsthe transmittal materials, the holder of such the Certificate shall be entitled to receive in exchange therefor exchange, and in respect of, such Certificate (i) a certificate representing that number of whole shares of Parent Common Stock which that such holder is entitled to receive pursuant to this Article IV, (ii) a check in the amount (after giving effect to any required tax withholdings) of (A) any cash payable pursuant to Section 4.2(e) in lieu of fractional shares plus (B) any unpaid dividends or other distributions with respect to the Parent Common Stock that such holder has the right to receive in respect of the shares of Company Common Stock formerly represented by such Certificate (after taking into account all shares of Company Common Stock then held by such holder), cash in lieu of fractional shares of Parent Common Stock to which such holder is entitled pursuant to Section 2.2(e) and any dividends or other distributions to which such holder is entitled pursuant to Section 2.2(c4.2(c), and and, in each case, the Certificate so surrendered shall forthwith be canceledcancelled. No interest will be paid or accrued on any cash in lieu amount payable upon due surrender of fractional shares or on any unpaid dividends and distributions payable to holders of the Certificates. In the event of a transfer of ownership of shares of Company Common Stock which Shares that is not registered in the transfer records of the Company, a certificate representing the proper number of shares of Parent Common Stock Stock, together with a check for any cash to be paid upon due surrender of the Certificate and any other dividends or distributions in respect thereof, may be issued and/or paid to such a transferee if the Certificate formerly representing such shares of Company Common Stock Shares is presented to the Exchange Agent, accompanied by all documents reasonably required to evidence and effect such transfer and by to evidence reasonably satisfactory that any applicable stock transfer taxes, if any, Taxes have been paid. Until If any certificate for shares of Parent Common Stock is to be issued in a name other than that in which the Certificate surrendered as contemplated by this Section 2.2in exchange therefor is registered, each Certificate it shall be deemed at a condition of such exchange that the Person requesting such exchange shall pay any time after transfer or other Taxes required by reason of the Effective Time to represent only the right to receive upon such surrender the certificate issuance of certificates representing shares of Parent Common StockStock in a name other than that of the registered holder of the Certificate surrendered, cash in lieu or shall establish to the satisfaction of Parent or the Exchange Agent that such Tax has been paid or is not applicable. For the purposes of this Agreement, the term "Person" shall mean any individual, corporation (including not-for-profit), general or limited partnership, limited liability company, joint venture, estate, trust, association, organization, Governmental Entity or other entity of any fractional shares of Parent Common Stock to which such holder is entitled pursuant to Section 2.2(e) and any dividends kind or other distributions to which such holder is entitled pursuant to Section 2.2(c)nature.

Exchange Procedures. Promptly As promptly as practicable after the Effective Time, Parent shall instruct the Exchange Agent to will mail to each holder the Persons who were record holders of record of a certificate or certificates which Company Common Stock immediately prior to the Effective Time represented outstanding shares of Company Common Stock (the “Certificates”) Time: (i) a letter of transmittal in customary form and containing such provisions as Parent may reasonably acceptable specify and the Company shall reasonably approve prior to the Company Effective Time (which shall specify including a provision confirming that delivery of Company Stock Certificates shall be effected, and risk of loss and title to the Company Stock Certificates shall pass, only upon proper delivery of the such Company Stock Certificates to the Exchange Agent and shall be in reasonable and customary form) Agent); and (ii) instructions for use in effecting the surrender of the Company Stock Certificates in exchange for certificates representing shares of Parent Common Stock. Upon surrender of a Company Stock Certificate for cancellation to the Exchange Agent for exchange, together with such a duly executed letter of transmittal, properly completed and duly executed, transmittal and such other documents as may be reasonably required pursuant to such instructions, by the Exchange Agent or Parent: (A) the holder of such Company Stock Certificate shall be entitled to receive in exchange therefor a certificate representing that the number of whole shares of Parent Common Stock which that such holder has the right to receive in respect pursuant to the provisions of the shares of Company Common Stock formerly represented by such Certificate Section 1.5 (after taking into account all shares of Company Common Stock then held by such holder), and cash in lieu of any fractional shares share of Parent Common Stock); and (B) the Company Stock to which such holder is entitled pursuant to Section 2.2(e) and any dividends or other distributions to which such holder is entitled pursuant to Section 2.2(c), and the Certificate so surrendered shall forthwith be canceled. No interest will be paid or accrued on any cash in lieu of fractional shares or on any unpaid dividends and distributions payable to holders of Certificates. In the event of a transfer of ownership of shares of Company Common Stock which is not registered in the transfer records of the Company, a certificate representing the proper number of shares of Parent Common Stock may be issued to a transferee if the Certificate representing such shares of Company Common Stock is presented to the Exchange Agent, accompanied by all documents reasonably required to evidence and effect such transfer and by evidence reasonably satisfactory that any applicable stock transfer taxes, if any, have been paid. Until surrendered as contemplated by this Section 2.21.7(b), each Company Stock Certificate shall be deemed at any time deemed, from and after the Effective Time Time, to represent only the right to receive upon such surrender the certificate representing shares of Parent Common Stock, Stock (and cash in lieu of any fractional shares share of Parent Common Stock) as contemplated by Section 1.5. If any Company Stock Certificate shall have been lost, stolen or destroyed, Parent may, in its reasonable discretion and as a condition to which the issuance of any certificate representing Parent Common Stock, require the owner of such holder is entitled pursuant lost, stolen or destroyed Company Stock Certificate to Section 2.2(eprovide an appropriate affidavit and to deliver a bond (in such sum as Parent may reasonably direct) and as indemnity against any dividends claim that may be made against the Exchange Agent, Parent or other distributions the Surviving Corporation with respect to which such holder is entitled pursuant to Section 2.2(c)Company Stock Certificate.

Exchange Procedures. Promptly As promptly as practicable after the Effective Time, and in any event not later than five (5) business days, Parent shall instruct cause the Exchange Agent to mail to each holder of record of a certificate or certificates which immediately prior to the Effective Time represented outstanding shares of Company Common Stock (the “"Certificates”") (i) a letter of transmittal reasonably acceptable to the Company (which shall be in customary form and shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Exchange Agent and shall be in reasonable and customary formAgent) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for certificates representing shares of Parent Common StockStock and cash in lieu of any fractional shares. Upon surrender to the Exchange Agent of a Certificate for cancellation to the Exchange Agent cancellation, together with such letter of transmittal, properly duly executed and completed and duly executedin accordance with the instructions thereto, and such other documents as may be reasonably required pursuant to such instructions, 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 which such holder has the right to receive in respect of the shares of Company Common Stock formerly represented by such Certificate (after taking into account all shares of Company Common Stock then held by such holder), cash in lieu of any fractional shares of Parent Common Stock to which such holder is entitled pursuant to Section 2.2(e2.02(e) and any dividends or other distributions to which such holder is entitled pursuant to Section 2.2(c2.02(c), and the Certificate so surrendered shall forthwith be canceled. No interest will be paid or accrued on any cash in lieu of fractional shares or on any unpaid dividends and distributions payable to holders of Certificatescancelled. In the event of a transfer of ownership of shares of Company Common Stock which is not registered in the transfer records of the Company, a certificate representing the proper number of shares of Parent Common Stock, cash in lieu of any fractional shares of Parent Common Stock to which such holder is entitled pursuant to Section 2.02(e) and any dividends or other distributions to which such holder is entitled pursuant to Section 2.02(c) may be issued to a transferee if the Certificate representing such shares of Company Common Stock is presented to the Exchange Agent, accompanied by all documents reasonably required to evidence and effect such transfer and by evidence reasonably satisfactory that any applicable stock transfer taxes, if any, taxes have been paid. Until surrendered as contemplated by this Section 2.22.02, each Certificate shall be deemed at any time all times after the Effective Time to represent only the right to receive upon such surrender the certificate representing shares of Parent Common Stock, cash in lieu of any fractional shares of Parent Common Stock to which such holder is entitled pursuant to Section 2.2(e2.02(e) and any dividends or other distributions to which such holder is entitled pursuant to Section 2.2(c2.02(c).

Exchange Procedures. Promptly As soon as reasonably practicable after the Effective Time, Parent shall instruct the Exchange Agent to shall mail to each holder of record of a certificate or certificates which immediately prior to the Effective Time represented outstanding shares of 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 shares of Finisar Common Stock (i) a letter of transmittal reasonably acceptable to the Company (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Exchange Agent and shall be in reasonable such form and customary formhave such other provisions as Finisar and Optium may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for certificates representing shares of Parent Finisar Common Stock. Upon surrender of a Certificate for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by Finisar, together with such letter of transmittal, properly completed and duly executed, and such other documents as may be reasonably required pursuant to such instructions, the holder of such Certificate shall be entitled to receive in exchange therefor (A) a certificate representing that the number of whole shares of Parent Common Stock which such holder has the right to receive in respect of the shares of Company Common Stock formerly represented by such Certificate (after taking into account all shares of Company Common Stock then held by such holder), cash in lieu of fractional shares of Parent Finisar Common Stock to which such the holder is entitled pursuant to Section 2.2(e2.1(b) and any dividends or other distributions to which such holder is entitled pursuant to Section 2.2(c), and the Certificate so surrendered shall forthwith be canceled. No interest will be paid or accrued on any (B) cash (without interest) in lieu of fractional shares or on any unpaid dividends and distributions payable to holders of Certificatesas provided in Section 2.2(f). The Certificate so surrendered shall immediately be cancelled. In the event of a transfer of ownership of shares of Company Optium Common Stock which is not registered in the transfer records of the CompanyOptium, a certificate representing the proper number of shares of Parent Finisar Common Stock to which the registered holder is entitled may be issued to a transferee if the Certificate representing such shares of Company Optium Common Stock is presented to the Exchange Agent, accompanied by all documents reasonably required to evidence and effect such transfer and by evidence reasonably satisfactory that any applicable stock transfer taxes, if any, taxes have been paid. Until surrendered as contemplated by this Section 2.2, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the certificate representing shares of Parent Finisar Common Stock, Stock (and cash in lieu of any fractional shares of Parent Finisar Common Stock to which such holder is entitled pursuant to as contemplated by this Section 2.2(e) and any dividends or other distributions to which such holder is entitled pursuant to Section 2.2(c2.2).

Exchange Procedures. Promptly As soon as practicable after the Effective Time, Parent shall instruct the Exchange Agent to mail to each holder of record (other than the Company, Parent, Sub and any wholly owned subsidiary of the Company) of a certificate or certificates which immediately prior to the Effective Time represented issued and outstanding shares of Company Common Stock (collectively, the “"Certificates”") whose shares were converted into the right to receive Parent Common Stock pursuant to Section 2.1(c), (i) a letter of transmittal reasonably acceptable to the Company (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Exchange Agent and shall be in reasonable such form and customary formhave such other provisions as Parent and the Company may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for certificates representing Parent Common Stock and any cash in lieu of fractional shares of Parent Common Stock. Upon surrender of a Certificate for cancellation to the Exchange Agent Agent, together with such a duly executed letter of transmittal, properly completed and duly executed, transmittal and such other documents as may be reasonably required pursuant to such instructionsby the Exchange Agent, 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 which such holder has the right to receive in respect pursuant to the provisions of the shares of Company Common Stock formerly represented by such Certificate (after taking into account all shares of Company Common Stock then held by such holder), this Article 2 and any cash in lieu of fractional shares of Parent Common Stock to which such holder is entitled pursuant to Section 2.2(e) and any dividends or other distributions to which such holder is entitled pursuant to Section 2.2(c)Stock, and the Certificate so surrendered shall forthwith be canceled. No interest will be paid or accrued on any cash in lieu of fractional shares or on any unpaid dividends and distributions payable to holders of Certificatescancelled. In the event of a transfer of ownership of shares of Company Common Stock which is not registered in on the transfer records of the Company, a certificate representing the proper number of shares of Parent Common Stock and any cash in lieu of fractional shares of Parent Common Stock may be issued and paid to a transferee if the Certificate representing such shares of Company Common Stock is presented to the Exchange Agent, accompanied by all documents reasonably required to evidence and effect such transfer and by evidence reasonably satisfactory that any applicable stock transfer taxes, if any, taxes have been paid. Until surrendered as contemplated by this Section 2.2, each Certificate shall be deemed at any time deemed, on and after the Effective Time Time, to represent only the right to receive upon such surrender the certificate representing shares of Parent Common Stock, Stock and cash in lieu of any fractional shares of Parent Common Stock to which such holder is entitled pursuant to Section 2.2(e) as contemplated by this Article 2 and any dividends or other distributions to which such holder is entitled pursuant to Section 2.2(c).the Illinois

Exchange Procedures. Promptly (and in any event no more than three Business Days) after the Effective Time, Parent shall instruct the Exchange Agent to mail to each holder of record of a certificate or certificates certificates, which immediately prior to the Effective Time represented outstanding shares of Company Common Stock (the “Certificates”) (i) a letter of transmittal reasonably acceptable to the Company (which shall be in customary form and shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Exchange Agent and shall be in reasonable and customary formAgent) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for certificates representing the Merger Consideration payable in respect of the shares of Parent Company Common StockStock represented by such Certificates. Upon surrender of a Certificate for cancellation to the Exchange Agent together with such letter of transmittal, properly completed and duly executed, and such other documents as may be reasonably required pursuant to such instructions, 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 which such holder has the right to receive Merger Consideration payable in respect of the shares of Company Common Stock formerly represented by such Certificate (after taking into account all shares of Company Common Stock then held by such holder), cash in lieu of fractional shares of Parent Common Stock to which such holder is entitled pursuant to Section 2.2(e) and any dividends or other distributions to which such holder is entitled pursuant to Section 2.2(c), and the Certificate so surrendered shall forthwith be canceled. No interest will be paid or accrued on any cash in lieu of fractional shares or on any unpaid dividends and distributions payable to holders of Certificates. In the event of a transfer of ownership of shares of Company Common Stock which that is not registered in the transfer records of the Company, a certificate representing the proper number Merger Consideration payable in respect of such shares of Parent Company Common Stock may be issued paid to a transferee if the Certificate formerly representing such shares of Company Common Stock is presented to the Exchange Agent, accompanied by all documents reasonably required to evidence and effect such transfer and by evidence reasonably satisfactory that any applicable stock transfer taxes, if any, Taxes have been paid. Until surrendered as contemplated by this Section 2.2, each Certificate (other than a Certificate representing Dissenting Shares) shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the certificate representing Merger Consideration payable in respect of the shares of Parent Company Common StockStock formerly represented by such Certificate, cash in lieu of any fractional shares of Parent Common Stock to which such holder is entitled pursuant to Section 2.2(e) and any dividends or other distributions to which such holder is entitled pursuant to Section 2.2(c), in each case, without any interest thereon.

Exchange Procedures. (a) Promptly after the Effective Time, Parent Buyer shall instruct make available to Buyer’s transfer agent or another exchange agent selected by Buyer and reasonably acceptable to Target (the “Exchange Agent”) for exchange in accordance with this Section 3.1 the shares of Buyer Common Stock issuable and the aggregate amount of any cash payable for fractional shares pursuant to this Agreement. Promptly after the Effective Time, Buyer and Target shall cause the Exchange Agent to mail (or in the case of the Depository Trust Company on behalf of “Street” holders, deliver) to each holder of record of a certificate or certificates which represented shares of Target Common Stock immediately prior to the Effective Time represented outstanding shares of Company Common Stock (the “Certificates”) (i) a letter of or Book-Entry Shares appropriate transmittal reasonably acceptable to the Company materials and instructions (which shall specify that delivery shall be effected, and risk of loss and title to the such Certificates or Book-Entry Shares shall pass, only upon proper delivery of the such Certificates or Book-Entry Shares to the Exchange Agent and Agent). The Certificates or Book-Entry Shares of Target Common Stock so delivered shall be in reasonable and customary form) 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 duly endorsed as the Exchange Agent together with such letter of transmittal, properly completed and duly executed, and such other documents as may be reasonably required pursuant to such instructions, 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 which such holder has the right to receive in respect of the shares of Company Common Stock formerly represented by such Certificate (after taking into account all shares of Company Common Stock then held by such holder), cash in lieu of fractional shares of Parent Common Stock to which such holder is entitled pursuant to Section 2.2(e) and any dividends or other distributions to which such holder is entitled pursuant to Section 2.2(c), and the Certificate so surrendered shall forthwith be canceled. No interest will be paid or accrued on any cash in lieu of fractional shares or on any unpaid dividends and distributions payable to holders of Certificatesrequire. In the event of a transfer of ownership of shares of Company Target Common Stock which represented by Certificates or Book-Entry Shares that is not registered in the transfer records of Target, the Company, a certificate representing the proper number of shares of Parent Common Stock consideration provided in Section 2.1 may be issued to a transferee if the Certificate Certificates or Book-Entry Shares representing such shares of Company Common Stock is presented are delivered to the Exchange Agent, accompanied by all documents reasonably required to evidence and effect such transfer and by evidence reasonably satisfactory to the Exchange Agent that any applicable stock transfer taxes, if any, taxes have been paid. Until surrendered as contemplated by this Section 2.2, each If any Certificate shall have been lost, stolen, mislaid or destroyed, upon receipt of (i) an affidavit of that fact from the holder claiming such Certificate to be deemed at lost, mislaid, stolen or destroyed, (ii) such bond, security or indemnity as Buyer and the Exchange Agent may reasonably require and (iii) any time after other documents necessary to evidence and effect the Effective Time bona fide exchange thereof, the Exchange Agent shall issue to represent only the right to receive upon such surrender the certificate representing shares of Parent Common Stock, cash in lieu of any fractional shares of Parent Common Stock to which such holder is entitled pursuant to the consideration into which the shares represented by such lost, stolen, mislaid or destroyed Certificate shall have been converted. The Exchange Agent may establish such other reasonable and customary rules and procedures in connection with its duties as it may deem appropriate. Buyer shall pay all charges and expenses, including those of the Exchange Agent, in connection with the distribution of the consideration provided in Section 2.2(e) and any dividends or other distributions to which such holder is entitled pursuant to Section 2.2(c)2.1.

Exchange Procedures. Promptly As soon as practicable after the Effective Time, Parent (i) NeoPath shall instruct the Exchange Agent deliver to mail to each holder AutoCyte a list of all record holders of a certificate or certificates which NeoPath Common Stock immediately prior to the Effective Time represented outstanding (the "Record Holders"), setting forth each stockholder's name, address and number of shares of Company NeoPath Common Stock held prior to the Effective Time and such other information as may be reasonably requested by the Exchange Agent, certified by the Chief Executive Officer of NeoPath (the “Certificates”) (i) a letter of transmittal reasonably acceptable to the Company (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Exchange Agent and shall be in reasonable and customary form"Stockholder List") and (ii) the Exchange Agent shall be instructed to mail to each Record Holder a form of letter of transmittal which shall specify instructions for use in effecting the surrender of the Certificates NeoPath Common Stock certificates in exchange for AutoCyte Common Stock certificates representing shares and cash in lieu of Parent Common Stockfractional shares. Upon surrender of a Certificate for cancellation to the Exchange Agent together with such Agent's receipt of the letter of transmittaltransmittal and any certificate held by a stockholder, properly completed and duly executed, and such other documents as may be reasonably required pursuant to such instructions, the holder of such Certificate each stockholder shall be entitled to receive in exchange therefor a certificate representing that number of whole shares of Parent AutoCyte Common Stock into which such holder has the right to receive in respect of the shares of Company NeoPath Common Stock formerly represented by such Certificate (after taking into account all as set forth on the Stockholder List shall have been converted pursuant to the provisions of this Agreement. The shares of Company NeoPath Common Stock then held by outstanding immediately prior to the Effective Time (and any certificates representing such holder), cash in lieu shares) shall be deemed canceled as of fractional shares of Parent the Effective Time. AutoCyte Common Stock to into which such holder is entitled pursuant to Section 2.2(e) and any dividends or other distributions to which such holder is entitled pursuant to Section 2.2(c), and the Certificate so surrendered shall forthwith be canceled. No interest will be paid or accrued on any cash in lieu of fractional shares or on any unpaid dividends and distributions payable to holders of Certificates. In the event of a transfer of ownership of shares of Company NeoPath Common Stock which is not registered shall be converted in the transfer records of Merger shall be deemed to have been issued at the Company, a certificate representing the proper number of shares of Parent Effective Time. If any AutoCyte Common Stock may certificates are to be issued to in a transferee if name other than that in which the Certificate representing such shares of Company NeoPath Common Stock is presented was registered immediately prior to the Effective Time, it shall be a condition of such issuance that the person requesting such issuance shall deliver to the Exchange Agent, accompanied by Agent all documents reasonably required necessary to evidence and effect such transfer and shall pay to the Exchange Agent any transfer or other taxes required by evidence reasonably satisfactory reason of the issuance of certificates for such shares of AutoCyte Common Stock in a name other than that any applicable stock transfer taxes, if any, have of the registered holder of the certificate or surrendered or establish to the satisfaction of the Exchange Agent that such tax has been paidpaid or is not applicable. Until surrendered as contemplated by this Section 2.2, each Certificate Neither AutoCyte nor NeoPath shall be deemed at liable to any time after the Effective Time to represent only the right to receive upon such surrender the certificate representing stockholder for shares of Parent Common Stock, stock or any cash in lieu of any fractional shares of Parent Common Stock interests delivered to which such holder is entitled a public official pursuant to Section 2.2(e) and any dividends applicable escheat or other distributions to which such holder is entitled pursuant to Section 2.2(c)abandoned property laws.

Exchange Procedures. Promptly after the Merger I Effective Time, Parent shall instruct the Exchange Agent to mail to each holder record holder, as of record the Merger I Effective Time, of a certificate or certificates which an outstanding Certificate that immediately prior to the Merger I Effective Time represented outstanding shares of Company Common Stock (the “Certificates”) Shares (i) a letter of transmittal reasonably acceptable to the Company (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Exchange Agent Agent, and shall be in reasonable customary form and customary formagreed to by Parent and the Company prior to the Merger I Effective Time) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for certificates representing the Merger Consideration payable in respect of the shares of Parent Company Common StockStock represented by such Certificates. Upon Promptly after the Merger I Effective Time, upon surrender of a Certificate Certificates for cancellation to the Exchange Agent together with such letter letters of transmittal, properly completed and duly executed, and such other documents as may be reasonably required pursuant to such instructions, the holder holders of such Certificate Certificates and the holders of Certificates who previously surrendered Certificates to the Exchange Agent with properly completed and duly executed Election Forms shall be entitled to receive in exchange therefor a certificate representing that number of whole (A) shares of Parent Common Stock which representing, in the aggregate, the whole number of shares of Parent Common Stock that such holder has the right to receive in respect of the shares of Company Common Stock formerly represented by such Certificate pursuant to Section 2.3 (after taking into account all shares of Company Common Stock then held by such 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 2.3 and this Article II, including cash payable in lieu of any fractional shares of Parent Common Stock to which such holder is entitled pursuant to Section 2.2(e2.6(e) and any dividends or and other distributions to which such holder is entitled pursuant to Section 2.2(c2.6(c), and the Certificate so surrendered shall forthwith be canceled. No interest will shall be paid or accrued on any Merger Consideration, cash in lieu of fractional shares or on any unpaid dividends and distributions payable to holders of Certificates. In the event of a transfer of ownership of shares of Company Common Stock which is not registered in the transfer records of the Company, a certificate representing the proper number Merger Consideration payable in respect of such shares of Parent Company Common Stock may be issued paid to a transferee if the Certificate representing such shares of Company Common Stock is presented to the Exchange Agent, accompanied by all documents reasonably required to evidence and effect such transfer and the Person requesting such exchange shall pay to the Exchange Agent in advance any transfer or other Taxes required by evidence reasonably satisfactory reason of the delivery of the Merger Consideration in any name other than that any applicable stock transfer taxesof the registered holder of the Certificate surrendered, if any, or shall establish to the satisfaction of the Exchange Agent that such Taxes have been paidpaid or are not payable. Until surrendered as contemplated by this Section 2.22.6, each Certificate other than Certificates representing Appraisal Shares shall be deemed at any time after the Merger I Effective Time to represent only the right to receive upon such surrender the certificate representing Merger Consideration payable in respect of the shares of Parent Company Common StockStock represented by such Certificate, cash in lieu of any fractional shares of Parent Common Stock to which such holder is entitled pursuant to Section 2.2(e2.6(e) and any dividends or other distributions to which such holder is entitled pursuant to Section 2.2(c2.6(c).

Exchange Procedures. Promptly As soon as reasonably practicable after the Effective Time, Parent United shall instruct cause the Exchange Agent to mail to each holder of record of a certificate or certificates which immediately prior Certificate whose shares were converted pursuant to Section 2.1(a)(iii) into the Effective Time represented outstanding shares of Company Common Stock (right to receive the “Certificates”) Merger Consideration (i) a letter of transmittal in customary form as reasonably acceptable to agreed by the Company parties which (which 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 Exchange Agent and (B) shall be in reasonable have such other provisions as United and customary form) Continental may reasonably specify and (ii) instructions for use in effecting the surrender of the Certificates in exchange for certificates representing shares of Parent Common Stockthe Merger Consideration. Upon proper surrender of a Certificate for cancellation to the Exchange Agent Agent, together with such letter of transmittal, properly duly completed and duly executedvalidly executed in accordance with the instructions thereto, and such other documents as may reasonably be reasonably required pursuant to such instructionsby the Exchange Agent, the holder of such Certificate shall be entitled to receive in exchange therefor a certificate United Common Certificate representing that number of whole shares of Parent United Common Stock which that such holder has the right to receive in respect of the aggregate number of shares of Company Continental Common Stock formerly previously represented by such Certificate (after taking into account all shares of Company Common Stock then held by such holder), pursuant to Section 2.1 and a check representing cash in lieu of fractional shares of Parent Common Stock that the holder has the right to which such holder is entitled receive pursuant to Section 2.2(e) and in respect of any dividends or other distributions that the holder has the right to which such holder is entitled receive pursuant to Section 2.2(c), and the Certificate so surrendered shall forthwith immediately be canceled. No interest will be paid or accrued on any cash in lieu of fractional shares or on any unpaid dividends and distributions payable to holders of Certificates. In the event of a transfer of ownership of shares of Company Continental Common Stock which that is not registered in the transfer records of the CompanyContinental, a certificate United Common Certificate representing the proper number of shares of Parent United Common Stock pursuant to Section 2.1 and a check representing cash in lieu of fractional shares that the holder has the right to receive pursuant to Section 2.2(e) and in respect of any dividends or other distributions that the holder has the right to receive pursuant to Section 2.2(c) may be issued delivered to a transferee if the Certificate representing such shares of Company Continental Common Stock is presented to the Exchange Agent, accompanied by all documents reasonably required to evidence and effect such transfer and by evidence reasonably satisfactory that any applicable stock transfer taxes, if any, Taxes have been paid. Until surrendered as contemplated by this Section 2.2, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the certificate representing shares Merger Consideration that the holder of Parent Common Stock, such Certificate has the right to receive in respect of such Certificate pursuant to Section 2.1 (and cash in lieu of any fractional shares of Parent Common Stock to which such holder is entitled pursuant to Section 2.2(e) and in respect of any dividends or other distributions to which such holder is entitled 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. Promptly As soon as reasonably practicable after the Effective Time, Parent Newco shall instruct cause the Exchange Agent to mail to each holder of record of a certificate or certificates which immediately prior Certificate whose shares were converted pursuant to Section 2.1(c) into the Effective Time represented outstanding shares of Company Common Stock (right to receive the “Certificates”) Merger Consideration (i) a letter of transmittal in customary form as reasonably acceptable to agreed by the Company parties which (which 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 Exchange Agent and (B) shall be in reasonable have such other provisions as American and customary form) US Airways may reasonably specify and (ii) instructions for use in effecting the surrender of the Certificates in exchange for certificates representing shares of Parent Common Stockthe Merger Consideration. Upon proper surrender of a Certificate for cancellation to the Exchange Agent Agent, together with such letter of transmittal, properly duly completed and duly executedvalidly executed in accordance with the instructions thereto, and such other documents as may reasonably be reasonably required pursuant to such instructionsby the Exchange Agent, the holder of such Certificate shall be entitled to receive in exchange therefor a certificate Newco Common Certificate representing that number of whole shares of Parent Newco Common Stock which that such holder has the right to receive in respect of the aggregate number of shares of Company US Airways Common Stock formerly previously represented by such Certificate (after taking into account all shares of Company Common Stock then held by such holder), cash in lieu of fractional shares of Parent Common Stock to which such holder is entitled pursuant to Section 2.2(e2.1(c) and a check representing cash in respect of any dividends or other distributions that the holder has the right to which such holder is entitled receive pursuant to Section 2.2(c), and the Certificate so surrendered shall forthwith immediately be canceled. No interest will be paid or accrued on any cash in lieu of fractional shares or on any unpaid dividends and distributions payable to holders of Certificates. In the event of a transfer of ownership of shares of Company US Airways Common Stock which that is not registered in the transfer records of the CompanyUS Airways, a certificate Newco Common Certificate representing the proper number of shares of Parent 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 issued delivered to a transferee if the Certificate representing such shares of Company US Airways Common Stock is presented to the Exchange Agent, accompanied by all documents reasonably required to evidence and effect such transfer and by evidence reasonably satisfactory that any applicable stock transfer taxes, if any, Taxes have been paid. Until surrendered as contemplated by this Section 2.2, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the certificate representing shares Merger Consideration that the holder of Parent Common Stock, cash such Certificate has the right to receive in lieu respect of any fractional shares of Parent Common Stock to which such holder is entitled Certificate pursuant to Section 2.2(e2.1(c) (and cash in respect of any dividends or other distributions to which such holder is entitled 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. Promptly after the Effective Time, Parent the Surviving Corporation shall instruct cause the Exchange Agent to mail to each holder of record of a certificate or certificates which immediately prior to the Effective Time represented outstanding shares Shares (other than holders of Company Common Stock (the “Certificates”Excluded Shares) (i) a letter of transmittal reasonably acceptable to the Company (which shall specify specifying that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates (or affidavits of loss in lieu thereof) to the Exchange Agent and shall Agent, such letter of transmittal to be in reasonable such form and customary form) have such other provisions as Parent and the Exchange Agent may reasonably agree, and (ii) instructions for use in effecting the surrender of the Certificates in exchange for (A) certificates representing shares of Parent Common StockStock and (B) any unpaid dividends and other distributions. Upon Subject to Section 4.2(g), upon surrender of a Certificate for cancellation to the Exchange Agent together with such letter of transmittal, properly completed and duly executed, and such other documents as may be reasonably required pursuant to such instructions, the holder of such Certificate shall be entitled to receive in exchange therefor (x) a certificate representing that number of whole shares of Parent Common Stock which that such holder is entitled to receive pursuant to this Article IV, (y) a check in the amount (after giving effect to any required tax withholdings) of any unpaid non-stock dividends and any other dividends or other distributions that such holder has the right to receive in respect of the shares of Company Common Stock formerly represented by such Certificate (after taking into account all shares of Company Common Stock then held by such holder), cash in lieu of fractional shares of Parent Common Stock to which such holder is entitled pursuant to Section 2.2(e) and any dividends or other distributions to which such holder is entitled pursuant to Section 2.2(c)the provisions of this Article IV, and the Certificate so surrendered shall forthwith be canceled. No interest will be paid or accrued on any cash in lieu amount payable upon due surrender of fractional shares or on any unpaid dividends and distributions payable to holders of the Certificates. In the event of a transfer of ownership of shares of Company Common Stock which Shares that is not registered in the transfer records of the Company, a certificate representing the proper number of shares of Parent Common Stock Stock, together with a check for any cash to be paid upon due surrender of the Certificate and any other dividends or distributions in respect thereof, may be issued and/or paid to such a transferee if the Certificate formerly representing such shares of Company Common Stock Shares is presented to the Exchange Agent, accompanied by all documents reasonably required to evidence and effect such transfer and by to evidence reasonably satisfactory that any applicable stock transfer taxes, if any, taxes have been paid. Until surrendered as contemplated by this Section 2.2, each Certificate shall be deemed at If any time after the Effective Time to represent only the right to receive upon such surrender the certificate representing shares of Parent Common Stock, cash in lieu of any fractional for shares of Parent Common Stock is to be issued in a name other than that in which the Certificate surrendered in exchange therefor is registered, it shall be a condition of such holder is entitled pursuant to Section 2.2(eexchange that the Person (as defined below) and requesting such exchange shall pay any dividends transfer or other distributions taxes required by reason of the issuance of certificates for shares of Parent Common Stock in a name other than that of the registered holder of the Certificate surrendered, or shall establish to which the satisfaction of Parent or the Exchange Agent that such holder tax has been paid or is entitled pursuant to Section 2.2(c)not applicable.

Exchange Procedures. Promptly after the Effective Time, Parent shall instruct the Exchange Agent to mail to each holder of record of a certificate or certificates ("Certificates") which immediately prior to the Effective Time represented outstanding shares of Company Common Stock (whose shares were converted into the “Certificates”) right to receive shares of Parent Common Stock pursuant to Section 2.6, (i) a letter of transmittal reasonably acceptable to the Company in customary form (which that shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Exchange Agent and shall be in reasonable and customary formcontain 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. Upon surrender of a Certificate Certificates for cancellation to the Exchange Agent together with such letter of transmittal, properly duly completed and duly executed, and such other documents as may be reasonably required pursuant to such instructionsvalidly executed in accordance with the instructions thereto, the holder holders of such Certificate Certificates shall be entitled to receive in exchange therefor a certificate certificates representing that the number of whole shares of Parent Common Stock into which such holder has the right to receive in respect of the their shares of Company Common Stock formerly represented by such Certificate (after taking into account all shares of Company Common Stock then held by such holder)were converted at the Effective Time, cash payment in lieu of fractional shares of Parent Common Stock that such holders have the right to which such holder is entitled receive pursuant to Section 2.2(e2.7(e) and any dividends or other distributions to which such holder is entitled payable pursuant to Section 2.2(c2.7(d), and the Certificate Certificates so surrendered shall forthwith be canceled. Until so surrendered, outstanding Certificates will be deemed from and after the Effective Time, for all corporate purposes, to evidence only the right to receive the number of full shares of Parent Common Stock into which such shares of Company Common Stock shall have been so converted and the right to receive an amount in cash in lieu of the issuance of any fractional shares in accordance with Section 2.7(e) and any dividends or distributions payable pursuant to Section 2.7(d). No interest will be paid or accrued on any cash in lieu of fractional shares of Parent Common Stock or on any unpaid dividends and or distributions payable to holders of Certificates. In the event of a transfer of ownership of shares of Company Common Stock which is not registered in the transfer records of the Company, a certificate representing the proper number of shares of Parent Common Stock may be issued to a transferee if the Certificate representing such shares of Company Common Stock is presented to the Exchange Agent, accompanied by all documents reasonably required to evidence and effect such transfer and by evidence reasonably satisfactory that any applicable stock transfer taxes, if any, taxes have been paid. Until surrendered as contemplated by this Section 2.2, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the certificate representing shares of Parent Common Stock, cash in lieu of any fractional shares of Parent Common Stock to which such holder is entitled pursuant to Section 2.2(e) and any dividends or other distributions to which such holder is entitled pursuant to Section 2.2(c).

Exchange Procedures. Promptly after the Effective Time, Parent shall instruct cause the Exchange Agent to mail to each holder of record of a certificate or certificates (the "Certificates") which immediately prior to the Effective Time represented outstanding shares of Company Common Stock (whose shares were converted into the “Certificates”right to receive shares of Parent Common Stock pursuant to Section 2.1(b) hereof (i) a letter of transmittal reasonably acceptable to the Company (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Exchange Agent and shall be in reasonable such form and customary formhave 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. Upon surrender of a Certificate for cancellation to the Exchange Agent Agent, together with such a duly executed letter of transmittal, properly completed and duly executed, and such other documents as may be reasonably required pursuant to such instructions, the holder of such Certificate shall be entitled to receive in exchange therefor (x) a certificate representing that number of whole shares of Parent Common Stock which such holder has the right to receive in respect pursuant to Section 2.1 and (y) a check representing the amount of the shares of Company Common Stock formerly represented by such Certificate (after taking into account all shares of Company Common Stock then held by such holder), cash in lieu of fractional shares of Parent Common Stock to shares, if any, and unpaid dividends and distributions, if any, which such holder is entitled has the right to receive pursuant to Section 2.2(e) and the provisions of this Article II, after giving effect to any dividends or other distributions to which such holder is entitled pursuant to Section 2.2(c)required withholding tax, and the shares represented by the Certificate so surrendered shall forthwith be canceled. No interest will be paid or accrued on any the cash in lieu of fractional shares or on any shares, if any, and unpaid dividends and distributions distributions, if any, payable to holders of Certificatesshares of Company Common Stock. In the event of a transfer of ownership of shares of Company Common Stock which is not registered in on the transfer records of the Company, a certificate representing the proper number of shares of Parent Common Stock Stock, together with a check for the cash to be paid in lieu of fractional shares, if any, and unpaid dividends and distributions, if any, may be issued to a such transferee if the Certificate representing such shares of Company Common Stock held by such transferee is presented to the Exchange Agent, accompanied by all documents reasonably required to evidence and effect such transfer and by to evidence reasonably satisfactory that any applicable stock transfer taxes, if any, taxes have been paid. Until surrendered as contemplated by this Section 2.22.3, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the a certificate representing shares of Parent Common Stock, Stock and cash in lieu of any fractional shares of Parent Common Stock to which such holder is entitled pursuant to Section 2.2(e) shares, if any, and any unpaid dividends or other distributions to which such holder is entitled pursuant to Section 2.2(c)and distributions, if any, as provided in this Article II.

Exchange Procedures. Promptly As soon as practicable after the Effective Time, Parent shall instruct the Exchange Agent to shall mail a letter of transmittal to each holder of record of a certificate or certificates (the “Certificates”) which immediately prior to the Effective Time represented outstanding shares of Company Target Common Stock whose shares were converted into the right to receive shares of Purchaser Common Stock pursuant to Section 2.1 (the “Certificates”) (i) a which letter of transmittal reasonably acceptable to the Company (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Exchange Agent and shall be in reasonable such form and have such other customary formprovisions as Purchaser may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for certificates representing shares of Parent Purchaser Common Stock. Upon surrender of a Certificate for cancellation to the Exchange Agent Agent, together with such a duly executed letter of transmittal, properly completed and duly executed, and such other documents as may be reasonably required pursuant to such instructions, the holder of such Certificate shall be entitled to receive in exchange therefor (x) a certificate representing that number of whole shares of Parent Purchaser Common Stock which such holder has the right to receive in pursuant to Section 2.1 and (y) a check representing the amount of unpaid dividends and distributions with respect of the to such shares of Company Purchaser Common Stock formerly represented by such Certificate (after taking into account all shares of Company Common Stock then held by such holder)Stock, cash in lieu of fractional shares of Parent Common Stock to if any, which such holder is entitled has the right to receive pursuant to Section 2.2(e) and the provisions of this Article 2, after giving effect to any dividends or other distributions to which such holder is entitled pursuant to Section 2.2(c)required withholding tax, and the shares represented by the Certificate so surrendered shall forthwith be canceledcancelled. Purchaser will use its reasonable best efforts to cause the Exchange Agent to send such certificate and any check within three Business Days of its receipt of a Certificate and a duly executed letter of transmittal. No interest will be paid or accrued on any cash in lieu of fractional shares or on any the unpaid dividends and distributions with respect to such shares of Purchaser Common Stock, if any, payable to holders of CertificatesTarget Stockholders. In the event of a transfer of ownership of shares of Company Target Common Stock which is not registered in on the transfer records of the CompanyTarget, a certificate representing the proper number of shares of Parent Purchaser Common Stock Stock, together with a check for the unpaid dividends and distributions with respect to such shares of Purchaser Common Stock, if any, may be issued to a such transferee if the Certificate representing such shares of Company Target Common Stock held by such transferee is presented to the Exchange Agent, accompanied by all documents reasonably required to evidence and effect such transfer and by to evidence reasonably satisfactory that any applicable stock transfer taxes, if any, Taxes have been paid. Until surrendered as contemplated by this Section 2.22.3, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the a certificate representing shares of Parent Purchaser Common Stock and unpaid dividends and distributions with respect to such shares of Purchaser Common Stock, cash if any, as provided in lieu of any fractional shares of Parent Common Stock to which such holder is entitled pursuant to Section 2.2(e) and any dividends or other distributions to which such holder is entitled pursuant to Section 2.2(c)this Article 2.

Exchange Procedures. Promptly As promptly as practicable after the Effective Time, Parent shall instruct and in any event within three (3) Business Days thereafter, the Exchange Agent to mail will send to each record holder of record of a certificate or certificates which immediately prior to the Effective Time represented outstanding shares of Company Common Stock (the “Certificates”) other than Dissenting Shares or shares to be cancelled pursuant to Section 1.7(f), (i) a letter of transmittal reasonably acceptable to the Company (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates and Book-Entry Shares shall pass, only upon proper delivery of the Certificates and Book-Entry Shares to the Exchange Agent and shall be in a reasonable and customary form) and (ii) instructions for use in effecting the surrender of the Certificates and Book-Entry Shares in exchange for certificates representing shares the Merger Consideration. As soon as reasonably practicable after the Effective Time, each holder of Parent Common Stock. Upon a Certificate or Book-Entry Shares, upon surrender of a Certificate for cancellation or Book-Entry Shares to the Exchange Agent together with such letter of transmittal, properly completed duly executed and duly executedcompleted, and such other documents as may reasonably be reasonably required pursuant to such instructionsby the Exchange Agent, 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 which such holder has the right to receive in respect of the shares Merger Consideration (less any applicable withholding Taxes), without interest, for each share of Company Common Stock formerly represented by such Certificate (after taking into account all shares of Company Common Stock then held by such holder), cash in lieu of fractional shares of Parent Common Stock to which such holder is entitled pursuant to Section 2.2(e) and any dividends or other distributions to which such holder is entitled pursuant to Section 2.2(c)Book-Entry Share as the case may be, and the Certificate or Book-Entry Share so surrendered shall forthwith be canceled. The Exchange Agent shall accept such Certificates upon compliance with such reasonable terms and conditions as the Exchange Agent may impose to effect an orderly exchange thereof in accordance with normal exchange practices. No interest will be paid or accrued will accrue on any cash payable pursuant to Section 1.7(a) or Section 1.8. If payment of the Merger Consideration is to be made to a Person other than the Person in whose name the surrendered Certificate is registered, it shall be a condition of payment that (x) the Certificate so surrendered shall be properly endorsed or shall otherwise be in proper form for transfer and (y) the Person requesting such payment shall have paid any transfer and other Taxes required by reason of the payment of the Merger Consideration to a Person other than the registered holder of such Certificate surrendered and shall have established to the reasonable satisfaction of the Surviving Corporation that such Tax either has been paid or is not applicable. Payment of the applicable Merger Consideration with respect to Book-Entry Shares shall only be made to the Person in whose name such Book-Entry Shares are registered. Notwithstanding anything to the contrary in this Agreement, no holder of Book-Entry Shares shall be required to provide 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 1.7(a). In lieu thereof, each holder of fractional record of one or more Book-Entry Shares other than Dissenting Shares or shares or on any unpaid dividends and distributions payable to be cancelled pursuant to Section 1.7(f) shall upon receipt by the Exchange Agent of an “agent’s message” in customary form (it being understood that the holders of Certificates. In Book-Entry Shares shall be deemed to have surrendered such Book-Entry Shares upon receipt by the event Exchange Agent of a transfer of ownership of shares such “agent’s message” or such other evidence, if any, as the Exchange Agent may reasonably request) be entitled to receive the Merger Consideration (less any applicable withholding Taxes), without interest, for each share of Company Common Stock which is not registered in formerly represented by such Book-Entry Share and the transfer records Book-Entry Shares of the Company, a certificate representing the proper number of shares of Parent Common Stock may be issued to a transferee if the Certificate representing such shares of Company Common Stock is presented to the Exchange Agent, accompanied by all documents reasonably required to evidence and effect such transfer and by evidence reasonably satisfactory that any applicable stock transfer taxes, if any, have been paid. Until surrendered as contemplated by this Section 2.2, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the certificate representing shares of Parent Common Stock, cash in lieu of any fractional shares of Parent Common Stock to which such holder is entitled pursuant to Section 2.2(e) and any dividends or other distributions to which such holder is entitled pursuant to Section 2.2(c)so surrendered shall forthwith be cancelled.

Exchange Procedures. Promptly (and in any event no more than five Business Days) after the Effective Time, Parent shall instruct the Exchange Agent to mail to each holder of record of a certificate or certificates certificates, which immediately prior to the Effective Time represented outstanding shares of Company Common Stock (the “Certificates”) (i) a letter of transmittal reasonably acceptable to the Company (which shall be in customary form and shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Exchange Agent and shall be in reasonable and customary formAgent) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for certificates representing the Merger Consideration payable in respect of the shares of Parent Company Common StockStock formerly represented by such Certificates. Upon surrender of a Certificate for cancellation to the Exchange Agent together with such letter of transmittal, properly completed and duly executed, and such other documents as may be reasonably required pursuant to such instructions, (1) 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 which such holder has the right to receive Merger Consideration payable in respect of the shares of Company Common Stock formerly represented by such Certificate (after taking into account all shares of Company Common Stock then held by such holder), and cash in lieu of any fractional shares share of Parent Common Stock to which such holder is entitled pursuant to Section 2.2(e) and any dividends or other distributions to which such holder is entitled pursuant to Section 2.2(c)Stock, and (2) the Certificate so surrendered shall forthwith be canceled. No interest will be paid or accrued on any cash in lieu of fractional shares or on any unpaid dividends and distributions payable to holders of Certificatescancelled. In the event of a transfer of ownership of shares of Company Common Stock which that is not registered in the transfer records of the Company, a certificate representing the proper number Merger Consideration payable in respect of such shares of Parent Company Common Stock may be issued paid to a transferee if the Certificate formerly representing such shares of Company Common Stock is presented to the Exchange Agent, accompanied by all documents reasonably required to evidence and effect such transfer and by evidence reasonably satisfactory that any applicable stock transfer taxes, if any, Taxes have been paid. Until surrendered as contemplated by this Section 2.2, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the certificate representing Merger Consideration payable in respect of the shares of Parent Company Common StockStock formerly represented by such Certificate, cash in lieu of any fractional shares of Parent Common Stock to which such holder is entitled pursuant to Section 2.2(e) and any dividends or other distributions to which such holder is entitled pursuant to Section 2.2(c), in each case, without any interest thereon.

Exchange Procedures. Promptly As soon as reasonably practicable after the Effective Time, Parent shall instruct the Exchange Agent to shall mail to each holder of shares of Center Financial Common Stock of record of a certificate or certificates which immediately prior to the Effective Time represented outstanding whose shares were converted into shares of Company Nara Common Stock (the “Certificates”) pursuant to Section 2.1 (i) a letter of transmittal reasonably acceptable to the Company (which shall specify that that, with respect to Center Financial Certificates, delivery shall be effected, effected and risk of loss and title to the Center Financial Certificates shall pass, only upon proper delivery of the Center Financial Certificates and such letter of transmittal to the Exchange Agent Agent, and which shall be in reasonable such form and customary formhave such other provisions as Nara and Center Financial may reasonably specify) and (ii) instructions for use in effecting the surrender of the Center Financial Certificates or Center Financial Common Stock held in book entry form, as applicable, in exchange for certificates Nara Certificates representing the number of whole shares of Parent Nara Common StockStock into which such Center Financial Common Stock has been so converted. Upon surrender of a Center Financial Certificate for cancellation to the Exchange Agent together with such letter of transmittaltransmittal or submission of a letter of transmittal in respect of shares of Center Financial Common Stock in book entry form, properly completed and as applicable, duly executed, and such other documents as the Exchange Agent may be reasonably required pursuant to such instructionsrequire, the holder of such Certificate Center Financial Common Stock shall be entitled to receive in exchange therefor a certificate Nara Certificate representing that number of whole shares of Parent Nara Common Stock Stock, which such holder has the right to receive in respect of the shares of Company Center Financial Common Stock formerly represented by such Certificate surrendered pursuant to the provisions of this Article II (after taking into account all shares of Company Center Financial Common Stock then held by such holder), cash in lieu of fractional shares of Parent and the Center Financial Common Stock to which such holder is entitled pursuant to Section 2.2(e) and any dividends or other distributions to which such holder is entitled pursuant to Section 2.2(c), and the Certificate so surrendered shall forthwith be canceled. No interest will be paid or accrued on any cash in lieu of fractional shares or on any unpaid dividends and distributions payable to holders of Certificatescancelled. In the event of a transfer of ownership of shares of Company Center Financial Common Stock which is not registered in the transfer records of the CompanyCenter Financial, a certificate Nara Certificate representing the proper number of shares of Parent Nara Common Stock may be issued to a transferee if a duly executed letter of transmittal accompanied, in the case of Center Financial Common Stock in certificated form, by the relevant Center Financial Certificate representing such shares of Company Center Financial Common Stock Stock, is presented to the Exchange Agent, accompanied by all documents reasonably required to evidence and effect such transfer and by evidence reasonably satisfactory that any applicable stock transfer taxes, if any, taxes have been paid. Until surrendered as contemplated by this Section 2.2, each Center Financial Certificate and each book entry in respect of Common Stock in book entry form shall be deemed at any time after the Effective Time to represent only the Nara Common Stock into which such shares of Center Financial Common Stock have been converted as provided in this Article II and the right to receive upon such surrender the certificate representing shares of Parent Common Stock, cash in lieu of any fractional shares of Parent Nara Common Stock to which such holder is entitled pursuant to Stock, if applicable, as contemplated by this Section 2.2(e) and any dividends or other distributions to which such holder is entitled pursuant to Section 2.2(c)2.2.

Exchange Procedures. Promptly after After the Effective Time, Parent FNB shall instruct cause the Exchange Agent to mail to each holder the shareholders of Integrity of record of a certificate or certificates which immediately prior to at the Effective Time represented outstanding shares of Company Common Stock transmittal materials and other appropriate written instructions (the collectively, a “CertificatesTransmittal Letter”) (i) a letter of transmittal reasonably acceptable to the Company (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates certificate representing shares of Integrity Stock prior to such Effective Time shall pass, only upon proper delivery of the Certificates such certificates to the Exchange Agent and which shall be in reasonable such form and customary form) have such other provisions as FNB may reasonably specify). After the Effective Time and (ii) instructions for use in effecting upon the proper surrender of the Certificates in exchange for certificates certificate(s) representing shares of Parent Common Stock. Upon surrender of a Certificate for cancellation Integrity Stock to the Exchange Agent Agent, together with such letter of transmittal, a properly completed and duly executed, and such other documents as may be reasonably required pursuant to such instructionsexecuted Transmittal Letter, the holder of such Certificate certificate(s) shall be entitled to receive in exchange therefor a certificate representing that the number of whole shares of Parent Common FNB Stock which such holder has and the right to receive in respect of the shares of Company Common Stock formerly represented by such Certificate (after taking into account all shares of Company Common Stock then held by such holder), cash in lieu of fractional shares of Parent Common Stock to which such holder is entitled pursuant hereunder (including any cash payments to Section 2.2(e) which such holder is entitled hereunder in respect of rights to receive fractional shares and any dividends or other distributions to which such holder is entitled pursuant to Section 2.2(c1.7(c)), and subject to any required withholding of applicable taxes. Neither FNB nor the Certificate Exchange Agent shall be obligated to deliver any of such payments in cash or stock until such holder surrenders the certificate(s) representing such holder’s shares. The certificate(s) so surrendered shall forthwith be canceledduly endorsed as the Exchange Agent may require. No interest will be paid or accrued on any cash in lieu of fractional shares or on any unpaid dividends and distributions payable to holders of Certificates. In the event of If there is a transfer of ownership of any shares of Company Common Integrity Stock which is not registered in the transfer records of Integrity, the Company, a certificate representing the proper number of shares of Parent Common Stock may Merger Consideration shall be issued to a the transferee thereof if the Certificate certificates representing such shares of Company Common Integrity Stock is are presented to the Exchange Agent, accompanied by all documents reasonably required required, in the reasonable judgment of FNB and the Exchange Agent, to evidence and effect such transfer and by to evidence reasonably satisfactory that any applicable stock transfer taxes, if any, taxes have been paid. Until surrendered as contemplated by this Section 2.2, each Certificate shall be deemed at any time Any portion of the Exchange Fund that remains undistributed to the holders of certificates representing Integrity Stock for six months after the Effective Time shall be delivered to represent FNB, upon demand, and any shareholders of Integrity who have not previously complied with the provisions of this Article I shall thereafter look only the right to receive upon such surrender the certificate representing shares FNB for payment of Parent Common Stock, their claim for FNB Stock and cash in lieu of any fractional shares of Parent Common Stock to which such holder is entitled pursuant to Section 2.2(e) and any dividends or distributions with respect to FNB Stock. Any portion of the Exchange Fund remaining unclaimed by holders of Integrity Stock five years after the Effective Time (or such earlier date immediately prior to such time as such portion would otherwise escheat to or become property of any government entity) shall, to the extent permitted by applicable law, become the property of FNB free and clear of any claims or interest of any person previously entitled therein. Any other distributions provision of this Agreement notwithstanding, neither FNB nor the Exchange Agent shall be liable to which such any holder is entitled of shares of Integrity Stock for any amounts paid or properly delivered in good faith to a public official pursuant to Section 2.2(c)any applicable abandoned property law.

Exchange Procedures. Promptly after the Effective Time, Parent nStor shall instruct the Exchange Agent to mail mail, within five (5) business days after the Effective Time, to each holder of record of a certificate or certificates which immediately prior to the Effective Time represented evidenced outstanding shares of Company Common Stock (the “Certificates”"CERTIFICATES") (i) a letter of transmittal reasonably acceptable to the Company (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Exchange Agent and shall be in reasonable such form and customary formhave such other provisions as nStor may reasonably specify) and (ii) instructions for use in effecting to effect the surrender of the Certificates in exchange for the certificates representing evidencing shares of Parent nStor Common StockStock and cash (if any). Upon surrender of a Certificate for cancellation to the Exchange Agent together with such letter of transmittal, properly completed and duly executed, and such other customary documents as may be reasonably required pursuant to such instructions, the holder of such Certificate shall be entitled to receive in exchange therefor a certificate representing (A) certificates evidencing that number of whole shares of Parent nStor Common Stock which that such holder has the right to receive in accordance with the Exchange Ratio in respect of the shares of Company Common Stock formerly represented evidenced by such Certificate Certificate, (after taking into account all shares of Company Common Stock then held by such holder), cash in lieu of fractional shares of Parent Common Stock to which such holder is entitled pursuant to Section 2.2(eB) and any dividends or other distributions to which such holder is entitled pursuant to Section 2.2(cSECTION 3.3(c), and (C) cash in lieu of fractional shares of nStor Common Stock to which such holder is entitled pursuant to SECTION 3.3(d) (the shares of nStor Common Stock, and the dividends, distributions and cash described in clauses (A), (B) and (C) being, collectively, the "MERGER CONSIDERATION"), and the Certificate so surrendered shall forthwith be canceled. No interest will be paid or accrued on any cash in lieu of fractional shares or on any unpaid dividends and distributions payable to holders of Certificates. In the event of a transfer of ownership of shares of Company Common Stock which that is not registered in the transfer records of the Company, a certificate representing the proper number of shares of Parent Common Stock Merger Consideration may be issued and paid in accordance with this ARTICLE III to a transferee if the Certificate representing evidencing such shares of Company Common Stock is presented to the Exchange Agent, accompanied by all documents reasonably required to evidence and effect such transfer and by evidence reasonably satisfactory that any applicable stock transfer taxes, if any, taxes have been paidpaid or by the transferee requesting such payment paying to the Exchange Agent any such transfer tax. Until surrendered as contemplated by this Section 2.2SECTION 3.3, each Certificate shall be deemed at any time after the Effective Time to represent evidence only the right to receive upon such surrender the certificate representing shares of Parent Common Stock, cash in lieu of any fractional shares of Parent Common Stock to which such holder is entitled pursuant to Section 2.2(e) and any dividends or other distributions to which such holder is entitled pursuant to Section 2.2(c)Merger Consideration.

Exchange Procedures. Promptly after the Effective Time, Parent shall instruct the Exchange Agent to mail to each holder of record of a certificate or certificates which immediately prior to the Effective Time represented outstanding shares of Company Common Stock (the “Certificates”) (iA) a letter of transmittal reasonably acceptable to the Company (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Exchange Agent and shall be in reasonable and customary formAgent) and (iiB) 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 together with such letter of transmittal, properly completed and duly executed, and such other documents as may be reasonably required pursuant to such instructions, 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 which such holder has the right to receive in respect of the shares of Company Common Stock formerly represented by such Certificate (after taking into account all shares of Company Common Stock then held by such holder), cash in lieu of fractional shares of Parent Common Stock to which such holder is entitled pursuant to Section 2.2(e) 2.2.5 and any dividends or other distributions to which such holder is entitled pursuant to Section 2.2(c)2.2.3, and the Certificate so surrendered shall forthwith be canceled. No interest will be paid or accrued on any cash in lieu of fractional shares or on any unpaid dividends and distributions payable to holders of Certificates. In the event of a transfer of ownership of shares of Company Common Stock which is not registered in the transfer records of the Company, a certificate representing the proper number of shares of Parent Common Stock may be issued to a transferee if the Certificate representing such shares of Company Common Stock is presented to the Exchange Agent, accompanied by all documents reasonably required to evidence and effect such transfer and by evidence reasonably satisfactory that any applicable stock transfer taxes, if any, taxes have been paid. Until surrendered as contemplated by this Section 2.2, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the certificate representing shares of Parent Common Stock, cash in lieu of any fractional shares of Parent Common Stock to which such holder is entitled pursuant to Section 2.2(e) 2.2.5 and any dividends or other distributions to which such holder is entitled pursuant to Section 2.2(c)2.2.3.

Exchange Procedures. Promptly after the Effective Time, Parent Parent, as Exchange Agent, shall instruct the Exchange Agent to mail or deliver to each holder of record of a certificate or certificates which immediately prior to the Effective Time represented outstanding shares of Company Common Stock or Company Series A Preferred Stock (the “Certificates”) (iA) a letter of transmittal reasonably acceptable to the Company (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 Parent and shall be in reasonable and customary form) and (iiB) 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 Parent together with such letter of transmittal, properly completed and duly executed, and such other documents as may be reasonably required pursuant to such instructions, 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 which such holder has the right to receive in respect of the shares of Company Common Stock or Company Series A Preferred Stock formerly represented by such Certificate (after taking into account all shares of Company Common Stock and Company Preferred Stock then held by such holder)) as set forth in the Merger Consideration Spreadsheet, cash in lieu of fractional shares of Parent Common Stock to which such holder is entitled pursuant to Section 2.2(e) and any dividends or other distributions to which such holder is entitled pursuant to Section 2.2(c), and the Certificate so surrendered shall forthwith be canceled. No interest will be paid or accrued on any cash in lieu of fractional shares or on any unpaid dividends and distributions payable to holders of Certificates. In the event of a transfer of ownership of shares of Company Common Stock or Company Series A Preferred Stock which is not registered in the transfer records of the Company, a certificate representing the proper number of shares of Parent Common Stock may be issued to a transferee if the Certificate representing such shares of Company Common Stock or Company Series A Preferred Stock is presented to the Exchange AgentParent, accompanied by all documents reasonably required to evidence and effect such transfer and by evidence reasonably satisfactory that any applicable stock transfer taxes, if any, have been paid. Until surrendered as contemplated by this Section 2.2, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the certificate representing shares of Parent Common Stock, cash in lieu of any fractional shares of Parent Common Stock to which such holder is entitled pursuant to Section 2.2(e) and any dividends or other distributions to which such holder is entitled pursuant to Section 2.2(c).

Exchange Procedures. Promptly after the Effective Time, Parent shall instruct the Exchange Agent to mail to each holder of record of a certificate or certificates which immediately prior to the Effective Time represented outstanding shares of Company Common Stock (other than Dissenting Shares) (the “"Certificates”") (i) a letter of transmittal reasonably acceptable to the Company (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Exchange Agent and shall be in reasonable and customary form) 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 together with such letter of transmittal, properly completed and duly executed, and such other documents as may be reasonably required pursuant to such instructions, 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 which such holder has the right to receive in respect of the shares of Company Common Stock formerly represented by such Certificate (after taking into account all shares of Company Common Stock then held by such holder), cash in lieu of fractional shares of Parent Common Stock to which such holder is entitled pursuant to Section 2.2(e) and any dividends or other distributions to which such holder is entitled pursuant to Section 2.2(c), and the Certificate so surrendered shall forthwith be canceled. No interest will be paid or accrued on any cash in lieu of fractional shares or on any unpaid dividends and distributions payable to holders of Certificates. In the event of a transfer of ownership of shares of Company Common Stock which is not registered in the transfer records of the Company, a certificate representing the proper number of shares of Parent Common Stock may be issued to a transferee if the Certificate representing such shares of Company Common Stock is presented to the Exchange Agent, accompanied by all documents reasonably required to evidence and effect such transfer and by evidence reasonably satisfactory that any applicable stock transfer taxes, if any, taxes have been paid. Until surrendered as contemplated by this Section 2.2, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the certificate representing shares of Parent Common Stock, cash in lieu of any fractional shares of Parent Common Stock to which such holder is entitled pursuant to Section 2.2(e) and any dividends or other distributions to which such holder is entitled pursuant to Section 2.2(c).

Exchange Procedures. Promptly after At the Merger Effective Time, Parent Holdings shall instruct issue all Holdings Common Shares to be issued as the Exchange Per Share Merger Consideration. As soon as practicable after the Merger Effective Time (and in no event later than five (5) Business Days after the Merger Effective Time), Holdings shall cause the Transfer Agent to mail to each holder of record of a certificate or certificates SPAC Shares which immediately prior were converted pursuant to Section 1.6(b) into the Effective Time represented outstanding shares of Company Common Stock (the “Certificates”) (i) a letter of transmittal reasonably acceptable to the Company (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Exchange Agent and shall be in reasonable and customary form) and (ii) Per Share Merger Consideration instructions for use in effecting the surrender of the Certificates SPAC Shares in exchange for certificates representing shares of Parent Common Stockthe Per Share Merger Consideration in a form acceptable to the Company. Upon surrender receipt of a Certificate for cancellation to an “agent’s message” by the Exchange Transfer Agent together with such letter of transmittal, properly completed and duly executed, and (or such other documents evidence, if any, of transfer as the Transfer Agent may be reasonably required pursuant to such instructionsrequest), the holder of such Certificate a SPAC Share which was converted pursuant to Section 1.6(b) into the Per Share Merger Consideration shall be entitled to receive in exchange therefor therefor, subject to any required withholding Taxes, the Per Share Merger Consideration in book-entry form, without interest (subject to any applicable withholding Tax), for each SPAC Share surrendered. The Holdings Common Shares to be delivered as the Per Share Merger Consideration shall be settled through DTC and issued in uncertificated book-entry form through the customary procedures of DTC, unless a certificate physical Holdings Common Share is required by applicable Law, in which case Holdings and the Company shall jointly cause the Transfer Agent to promptly send certificates representing that number of whole shares of Parent such Holdings Common Stock which Shares to such holder has the right to receive in respect holder. If payment of the shares Per Share Merger Consideration is to be made to a Person other than the Person in whose name the surrendered SPAC Share in exchange therefor is registered, it shall be a condition of Company Common Stock formerly represented payment that (i) the Person requesting such exchange present proper evidence of transfer or shall otherwise be in proper form for transfer and (ii) the Person requesting such payment shall have paid any transfer and other Taxes required by such Certificate (after taking into account all shares reason of Company Common Stock then held by such holder), cash in lieu the payment of fractional shares the Per Share Merger Consideration to a Person other than the registered holder of Parent Common Stock SPAC Share surrendered or shall have established to which such holder is entitled pursuant to Section 2.2(e) and any dividends or other distributions to which such holder is entitled pursuant to Section 2.2(c), the reasonable satisfaction of Holdings and the Certificate so surrendered shall forthwith be canceled. No interest will be Company that such Tax either has been paid or accrued on any cash in lieu of fractional shares or on any unpaid dividends and distributions payable to holders of Certificates. In the event of a transfer of ownership of shares of Company Common Stock which is not registered in the transfer records of the Company, a certificate representing the proper number of shares of Parent Common Stock may be issued to a transferee if the Certificate representing such shares of Company Common Stock is presented to the Exchange Agent, accompanied by all documents reasonably required to evidence and effect such transfer and by evidence reasonably satisfactory that any applicable stock transfer taxes, if any, have been paid. Until surrendered as contemplated by this Section 2.2, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the certificate representing shares of Parent Common Stock, cash in lieu of any fractional shares of Parent Common Stock to which such holder is entitled pursuant to Section 2.2(e) and any dividends or other distributions to which such holder is entitled pursuant to Section 2.2(c)applicable.

Exchange Procedures. (a) On the Closing Date, Parent shall make available to Parent’s transfer agent or another exchange agent selected by Parent and which is reasonably acceptable to the Company (the “Exchange Agent”), for exchange in accordance with this Section ‎1.9, the shares of the Parent Common Stock issuable pursuant to this Agreement. Promptly after the Effective Time, Parent the Surviving Corporation shall instruct the Exchange Agent to mail (or in the case of the Depository Trust Company on behalf of “Street” holders, deliver) to each holder of record of a certificate Company Certificate or certificates which Book-Entry Shares immediately prior to the Effective Time represented outstanding shares of Company Common Stock (the “Certificates”) (i) a letter of Time, appropriate transmittal reasonably acceptable to the Company materials and instructions (which shall specify that delivery shall be effected, and risk of loss and title to the such Company Certificates or Book-Entry Shares shall pass, only upon proper delivery of the such Company Certificates or Book-Entry Shares to the Exchange Agent and shall be in reasonable and customary form) and (ii) instructions for use in effecting the surrender Agent). Each holder of the Certificates in exchange for certificates representing shares of Parent Company Common Stock. Upon surrender of a Certificate for cancellation Stock that have been converted into the right to the Exchange Agent together with such letter of transmittal, properly completed and duly executed, and such other documents as may be reasonably required pursuant to such instructions, the holder of such Certificate receive Merger Consideration shall be entitled to receive in exchange therefor a certificate representing that number of whole shares of Parent Common Stock which such holder has the right to receive Merger Consideration in respect of the shares (i) any share of Company Common Stock formerly represented by a Company Certificate upon surrender to the Exchange Agent of such Certificate Company Certificate, together with a duly completed and validly executed letter of transmittal and duly endorsed as the Exchange Agent may require or (after taking into account all shares ii) any Book-Entry Share upon receipt of Company Common Stock then held an “agent’s message” by the Exchange Agent, together with such holder)other evidence, cash in lieu if any, of fractional shares of Parent Common Stock to which such holder is entitled pursuant to Section 2.2(e) and any dividends or other distributions to which such holder is entitled pursuant to Section 2.2(c), and the Certificate so surrendered shall forthwith be canceled. No interest will be paid or accrued on any cash in lieu of fractional shares or on any unpaid dividends and distributions payable to holders of Certificatestransfer as the Exchange Agent may reasonably request. In the event of a transfer of ownership of shares of Company Common Stock which is represented by Company Certificates or Book-Entry Shares that are not registered in the transfer records of the Company, a certificate representing the proper number of shares of Parent Common Stock consideration provided in Section ‎1.6 may be issued to a transferee if the Certificate Company Certificates representing such shares of Company Common Stock is presented or Book-Entry Shares are delivered to the Exchange Agent, accompanied by all documents reasonably required to evidence and effect such transfer and by evidence reasonably satisfactory to the Exchange Agent that any applicable stock transfer taxes, if any, Taxes have been paid. Until surrendered as contemplated by this Section 2.2, each If any Company Certificate shall have been lost, stolen, mislaid or destroyed, upon receipt of (i) an affidavit of that fact from the holder claiming such Company Certificate to be deemed at lost, mislaid, stolen or destroyed, (ii) such bond, security or indemnity as Parent and the Exchange Agent may reasonably require, and (iii) any time after other documents necessary to evidence and effect the Effective Time bona fide exchange thereof, the Exchange Agent shall issue to represent only such holder the right consideration into which the shares represented by such lost, stolen, mislaid or destroyed Company Certificate shall have been converted. The Exchange Agent may establish such other reasonable and customary rules and procedures in connection with its duties as it may deem appropriate. Parent shall pay all charges and expenses, including those of the Exchange Agent, in connection with the distribution of the consideration provided in Section ‎1.6. No interest will accrue or be paid to receive upon such surrender the certificate representing shares any holder of Parent Company Common Stock, cash in lieu of any fractional shares of Parent Common Stock to which such holder is entitled pursuant to Section 2.2(e) and any dividends or other distributions to which such holder is entitled pursuant to Section 2.2(c).

Exchange Procedures. Promptly As soon as reasonably practicable after the Effective Time, Parent shall instruct the Exchange Agent to shall mail to each holder of record of a certificate or certificates which immediately prior Certificate whose shares were converted into the Merger Consideration pursuant to the Effective Time represented outstanding shares of Company Common Stock (the “Certificates”) Section 3.1 (i) a letter of transmittal reasonably acceptable to the Company (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates cash and/or Certificate shall pass, only upon proper delivery of the Certificates Certificate to the Exchange Agent and shall be in reasonable such form and customary form) have such other provisions as Parent may reasonably specify), and (ii) instructions for use in effecting the surrender of the Certificates Certificate in exchange for certificates representing shares of Parent Common Stockthe Merger Consideration. Upon surrender of a Certificate for cancellation to the Exchange Agent Agent, together with such letter of transmittal, properly completed and duly executed, and such other documents as may reasonably be reasonably required pursuant to such instructionsby the Exchange Agent, the holder of such Certificate shall be entitled to receive in exchange therefor therefor, cash and/or a certificate Parent Certificate representing that number of whole shares of Parent Common Stock which such holder has the right to receive pursuant to the provisions of this Article III, certain dividends or other distributions in respect of the shares of Company Common Stock formerly represented by such Certificate (after taking into account all shares of Company Common Stock then held by such holder), accordance with Section 3.2(c) and cash in lieu of any fractional shares of Parent Common Stock to which such holder is entitled pursuant to share in accordance with Section 2.2(e) and any dividends or other distributions to which such holder is entitled pursuant to Section 2.2(c3.2(e), and the Certificate so surrendered shall forthwith be canceled. No interest will be paid or accrued on any cash in lieu of fractional shares or on any unpaid dividends and distributions payable to holders of Certificatescancelled. In the event of a transfer of ownership of shares of Company Cyprus Common Stock which is not registered in the transfer records of the CompanyCyprus, cash and/or a certificate Parent Certificate representing the proper number of shares of Parent Common Stock may be issued to a transferee if person other than the person in whose name the Certificate representing so surrendered is registered if such Certificate shall be properly endorsed or otherwise be in proper form for transfer, and the person requesting such issuance shall pay all transfer or other non-income Taxes required by reason of the issuance of shares of Company Parent Common Stock is presented and/or cash to a person other than the registered holder of such Certificate or establish to the Exchange Agent, accompanied by all documents reasonably required to evidence and effect satisfaction of Parent that such transfer and by evidence reasonably satisfactory that any applicable stock transfer taxes, if any, have Tax has been paidpaid or is not applicable. Until surrendered as contemplated by this Section 2.23.2, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender of Cyprus Certificates, cash and/or Parent Certificates representing the certificate representing number of whole shares of Parent Common StockStock into which the shares of Cyprus Common Stock formerly represented by such Certificate have been converted, certain dividends or other distributions in accordance with Section 3.2(c) and cash in lieu of any fractional shares share in accordance with Section 3.2(e). No interest will be paid or will accrue on any cash payable to holders of Parent Common Stock to which such holder is entitled Certificates pursuant to Section 2.2(e) and any dividends or other distributions to which such holder is entitled pursuant to Section 2.2(c)the provisions of this Article III.

Exchange Procedures. Promptly As soon as practicable after the Effective Time, but in any event within ten (10) business days following the Effective Time, Parent shall instruct cause the Exchange Agent to mail provide appropriate transmittal materials, which will be reasonably agreed upon by Parent and the Company, to each holder holders of record of a certificate or certificates which immediately prior to Shares as of the Effective Time represented outstanding shares advising such holders of Company Common Stock (the “Certificates”) (i) a letter effectiveness of transmittal reasonably acceptable to the Company (which shall specify that delivery shall be effected, Merger and risk of loss and title to the Certificates shall pass, only upon proper delivery of procedure for surrendering the Certificates to the Exchange Agent and shall be in reasonable and customary form) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for certificates representing shares of Parent Common StockAgent. Upon the surrender of a Certificate for cancellation to the Exchange Agent together in accordance with the terms of such letter of transmittal, properly completed and duly executed, and such other documents as may be reasonably required pursuant to such instructionstransmittal materials, the holder of such Certificate shall be entitled to receive in exchange therefor (x) a certificate representing that number of whole shares of Parent Common Stock which that such holder is entitled to receive pursuant to this Article IV, (y) a check in an aggregate amount (after giving effect to any required tax withholdings) equal to the sum of (A) the Cash Consideration, (B) any cash in lieu of fractional shares and (C) any cash dividends or other distributions and (z) any other dividends or distributions, in each case that such holder has the right to receive in respect of the shares of Company Common Stock formerly represented by such Certificate (after taking into account all shares of Company Common Stock then held by such holder), cash in lieu of fractional shares of Parent Common Stock to which such holder is entitled pursuant to Section 2.2(e) and any dividends or other distributions to which such holder is entitled pursuant to Section 2.2(c)the provisions of this Article IV, and the Certificate so surrendered shall forthwith be canceledcancelled. No interest will be paid or accrued on any cash in lieu consideration or other property payable upon due surrender of fractional shares or on any unpaid dividends and distributions payable to holders of the Certificates. In the event of a transfer of ownership of shares of Company Common Stock which Shares that is not registered in the transfer records of the Company, a certificate representing the proper number of shares of Parent Common Stock Stock, together with a check for any cash to be paid upon due surrender of the Certificate and any other dividends or distributions in respect thereof, may be issued and/or paid to such a transferee if the Certificate formerly representing such shares of Company Common Stock Shares is presented to the Exchange Agent, accompanied by all documents reasonably required to evidence and effect such transfer and by to evidence reasonably satisfactory that any applicable stock transfer taxes, if any, taxes have been paid. Until surrendered as contemplated by this Section 2.2, each Certificate shall be deemed at If any time after the Effective Time to represent only the right to receive upon such surrender the certificate representing shares of Parent Common Stock, cash in lieu of any fractional for shares of Parent Common Stock is to be issued in a name other than that in which the Certificate surrendered in exchange therefor is registered, it shall be a condition of such holder is entitled pursuant to Section 2.2(e) and exchange that the Person requesting such exchange shall pay any dividends transfer or other distributions taxes required by reason of the issuance of certificates for shares of Parent Common Stock in a name other than that of the registered holder of the Certificate surrendered, or shall establish to which the satisfaction of Parent or the Exchange Agent that such holder tax has been paid or is entitled pursuant to Section 2.2(c)not applicable.

Exchange Procedures. Promptly Within five (5) business days after the ------------------- Effective Time, Parent shall instruct the Exchange Agent to shall mail to each holder of record of a certificate or certificates which immediately prior to the Effective Time represented outstanding shares of Company Data Labs Common Stock or Data Labs Preferred Stock (each a "Data Labs Certificate" and, collectively, the “"Data Labs Certificates”") whose shares were converted pursuant to Section 2.3 into the right to receive shares of Yurie Common Stock (i) a letter of transmittal reasonably acceptable to the Company (which shall specify that delivery shall be effected, and risk of loss and title to the Data Labs Certificates shall pass, only upon proper delivery of the Data Labs Certificates to the Exchange Agent and shall be in reasonable and customary formAgent) and (ii) instructions for use in effecting the surrender of the Data Labs Certificates in exchange for certificates representing shares of Parent Yurie Common Stock. Upon surrender of a Data Labs Certificate for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by Yurie, together with such letter of transmittal, properly completed and duly executed, and such other documents as may be reasonably required pursuant to such instructions, the holder of such Data Labs' Certificate shall be entitled to receive in exchange therefor a certificate representing that number of whole shares of Parent Yurie Common Stock which such holder has the right to receive in respect pursuant to the provisions of the shares of Company Common Stock formerly represented by such Certificate (after taking into account all shares of Company Common Stock then held by such holder), this Article II and cash in lieu of any fractional shares of Parent Common Stock to which such holder is entitled pursuant to Section 2.2(e) and any dividends or other distributions to which such holder is entitled pursuant to Section 2.2(c)shares, and the Data Labs Certificate so surrendered shall forthwith immediately be canceled. No interest will be paid or accrued on any cash in lieu of fractional shares or on any unpaid dividends and distributions payable to holders of Certificates. In the event of a transfer of ownership of shares of Company Data Labs Common Stock or Data Labs Preferred Stock which is not registered in the transfer records of the CompanyData Labs, a certificate representing the proper number of shares of Parent Yurie Common Stock may be issued to a transferee if the Data Labs Certificate representing such shares of Company Data Labs Common Stock or Data Labs Preferred Stock is presented to the Exchange Agent, accompanied by all documents reasonably required to in evidence and effect such transfer and by evidence reasonably satisfactory that any applicable stock transfer taxes, if any, taxes have been paid. Until surrendered as contemplated by this Section 2.22.6, each Data Labs Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the certificate representing shares of Parent Yurie Common Stock, Stock and cash in lieu of any fractional shares of Parent Yurie Common Stock as contemplated by Section 2.5 above, or the rights any holder may have with respect to which such holder is entitled pursuant to Section 2.2(e) and any dividends or other distributions to which such holder is entitled pursuant to Section 2.2(c)Dissenting Shares.

Exchange Procedures. Promptly As soon as practicable after the Effective Time, Parent shall instruct the Exchange Agent to shall mail to each holder of record of a certificate or certificates which that, immediately prior to the Effective Time Time, represented outstanding shares of Indiana Common Stock or SIGCORP Common Stock (collectively, the "CERTIFICATES") that were converted (collectively, the "CONVERTED SHARES") into the right to receive shares of Company Common Stock (collectively, the “Certificates”"COMPANY SHARES") pursuant to Section 2.1, (i) a form of letter of transmittal reasonably acceptable to the Company (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates any Certificate shall pass, only upon proper actual delivery of the Certificates such Certificate to the Exchange Agent and shall be in reasonable and customary formAgent) and (ii) instructions for use in effecting the surrender of Certificates or affecting any necessary book-entry transfers in the Certificates case of uncertificated shares of Indiana Common Stock or SIGCORP Common Stock in exchange for certificates representing shares of Parent Common StockCompany Shares. Upon surrender of a Certificate for cancellation to the Exchange Agent (or to such other agent or agents as may be appointed by agreement of Indiana and SIGCORP) or evidence of any necessary book-entry transfers in the case of uncertificated shares, together with such a duly executed letter of transmittal, properly completed and duly executed, transmittal and such other documents as may be reasonably required pursuant to such instructionsthe Exchange Agent shall require, the holder of such Certificate or person on whose behalf such book- entry transfer is made shall be entitled to receive in exchange therefor a certificate representing that the number of whole shares of Parent Common Stock which Company Shares that such holder has the right to receive in respect of the shares of Company Common Stock formerly represented by such Certificate (after taking into account all shares of Company Common Stock then held by such holder), cash in lieu of fractional shares of Parent Common Stock to which such holder is entitled pursuant to the provisions of this Section 2.2(e) and any dividends or other distributions to which such holder is entitled pursuant to Section 2.2(c), and the Certificate so surrendered shall forthwith be canceled. No interest will be paid or accrued on any cash in lieu of fractional shares or on any unpaid dividends and distributions payable to holders of Certificates2.1. In the event of a transfer of ownership of shares of Company Common Stock which Converted Shares that is not registered in the transfer records of Indiana or SIGCORP, as the Companycase may be, a certificate representing the proper number of shares of Parent Common Stock Company Shares may be issued to a the transferee if the Certificate representing such shares of Company Common Stock Converted Shares is presented to the Exchange Agent, accompanied by all documents reasonably required to evidence and effect such transfer and by evidence reasonably satisfactory that transfer. If any applicable stock transfer taxes, if any, Certificate shall have been paidlost, stolen, mislaid or destroyed, then upon receipt of (x) an affidavit of that fact from the holder claiming such Certificate to be lost, mislaid, stolen or destroyed, (y) such bond, security or indemnity as the Company or the Exchange Agent may reasonably require, and (z) any other documentation necessary to evidence and effect the bona fide exchange thereof, the Exchange Agent shall issue to such holder a certificate representing the number of Company Shares into which the shares represented by such lost, stolen, mislaid or destroyed Certificate shall have been converted. Until surrendered as contemplated by this Section 2.2, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the a certificate representing shares of Parent Common Stock, cash in lieu of any fractional shares of Parent Company Common Stock to which such holder is entitled pursuant to as contemplated by this Section 2.2(e) and any dividends or other distributions to which such holder is entitled pursuant to Section 2.2(c)2.2.

Exchange Procedures. Promptly after At the Effective TimeClosing, Parent shall instruct the Exchange Agent to mail to each holder of record of a certificate or certificates of Company Common Stock which immediately prior to the Effective Time represented outstanding shares of Company Common Stock (the “Certificates”"CERTIFICATES") (i) a letter of transmittal reasonably acceptable to the Company (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Exchange Agent and shall be in reasonable and customary form) and (ii) instructions for use in effecting the surrender of the Certificates surrendered in exchange for certificates representing shares of Parent XxXxxx Common Stock. Upon surrender of a Certificate for cancellation to the Exchange Agent XxXxxx, together with such letter of transmittal, properly completed and duly executed, and such other documents Documents as may be reasonably required pursuant to such instructionsrequired, the holder of such Certificate shall be entitled to receive in exchange therefor (i) a certificate representing that number of whole shares of Parent XxXxxx Common Stock which such holder has the right to receive in respect of the shares of Company Common Stock formerly represented by such Certificate (after taking into account all shares of Company Common Stock then held by such holderholder under all such Certificates so surrendered), cash in lieu of fractional shares of Parent Common Stock to which such holder is entitled pursuant to Section 2.2(e) and together with any dividends or other distributions to which such holder is entitled pursuant to Section 2.2(c2.02(c), and the Certificate (ii) cash in lieu of fractional shares of XxXxxx Common Stock to which such holder is entitled pursuant to Section 2.02(e). The Certificates so surrendered shall forthwith be canceled. No interest will be paid or accrued on any cash in lieu of fractional shares or on any unpaid dividends and distributions payable to holders of Certificates. In the event of a transfer of ownership of shares of Company Common Stock which that is not registered in the transfer records of the Company, a certificate representing the proper number of shares of Parent XxXxxx Common Stock may be issued pursuant hereto to a transferee if the Certificate Certificates representing such shares of Company Common Stock is Stock, properly endorsed or otherwise in proper form for transfer, are presented to the Exchange AgentXxXxxx, accompanied by all documents reasonably Documents required to evidence and effect such transfer and by evidence reasonably satisfactory that any applicable stock transfer taxes, if any, taxes have been paid. Until surrendered as contemplated by this Section 2.22.02, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the certificate representing shares of Parent Common StockMerger Consideration issuable in exchange therefor, cash in lieu of any fractional shares of Parent Common Stock to which such holder is entitled pursuant to Section 2.2(e) and together with any dividends or other distributions to which such holder is entitled pursuant to Section 2.2(c2.02(c). No interest will be paid or will accrue on any cash payable pursuant to Sections 2.02(c) or 2.02(e).

Exchange Procedures. Promptly after the Effective Time, Parent shall instruct cause the Exchange Agent to mail to each person who was, at the Effective Time, a holder of record of a certificate or certificates which immediately prior to the Effective Time represented outstanding shares of Company Common Stock entitled to receive the Merger Consideration: (the “Certificates”) (ia) a letter of transmittal reasonably acceptable to the Company (which that shall specify that delivery shall be effected, and risk of loss and title to the Company Certificates shall pass, only upon proper delivery of the Company Certificates to the Exchange Agent Agent, and which letter shall be in reasonable customary form and customary form) have such other provisions as Parent may reasonably specify (such letter to be reasonably acceptable to Company prior to the Effective Time), and (iib) instructions for use in effecting the surrender of the such Company Certificates in exchange for certificates representing shares the applicable Merger Consideration pursuant to such letter of Parent Common Stocktransmittal. Upon surrender of a Company Certificate for cancellation to the Exchange Agent together with such letter of transmittal, properly duly and validly executed and completed and duly executedin accordance with the instructions thereto, and such other documents as may reasonably be reasonably required pursuant to such instructionsby the Exchange Agent, the holder of such Company Certificate shall be entitled to receive in exchange therefor a certificate representing that number of whole such shares of Parent Common Stock which (which, at Parent’s option, shall be in uncertificated book-entry form unless a physical certificate is requested or is otherwise required by applicable law) representing, in the aggregate, the whole number of shares that such holder has the right to receive in respect of the shares of Company Common Stock formerly represented by such Certificate pursuant to Section 3.1(b) (after taking into account all shares of Company Common Stock then held by such holder), cash in lieu of fractional shares of Parent Common Stock to which such holder is entitled pursuant to Section 2.2(e) and any dividends or other distributions to which such holder is entitled pursuant to Section 2.2(c), and the Company Certificate so surrendered shall forthwith be canceledcancelled. No interest will be paid or accrued will accrue on any cash in lieu of fractional shares or on amount due. If any unpaid dividends and distributions payable to holders of Certificates. In the event of a transfer of ownership of shares of Company Common Stock which is not registered in the transfer records portion of the Company, a certificate representing the proper number of shares of Parent Common Stock may Merger Consideration is to be issued paid to a transferee if Person other than the Person in whose name the Company Certificate representing is registered, it shall be a condition to such shares of payment that the Company Common Stock is presented Certificate so surrendered shall be properly endorsed or otherwise be in proper form for transfer and that the Person requesting such payment shall pay to the Exchange Agent, accompanied by all documents reasonably Agent any transfer or other taxes required as a result of such payment to evidence and effect a Person other than the registered holder of such transfer and by evidence reasonably satisfactory Company Certificate or establish to the satisfaction of the Exchange Agent that any applicable stock transfer taxes, if any, have such tax has been paidpaid or is not payable. Until surrendered as contemplated by this Section 2.24.2, each Company Certificate shall be deemed at any time all times after the Effective Time to represent only the right to receive upon such surrender the certificate representing shares of Parent Common Stock, cash in lieu of any fractional shares of Parent Common Stock to which such holder is entitled pursuant to Section 2.2(e) and any dividends or other distributions to which such holder is entitled pursuant to Section 2.2(c)4.4.

Exchange Procedures. Promptly after the Effective Time, Parent the Surviving Corporation shall instruct the Exchange Agent cause to mail be mailed to each holder of record of a certificate or certificates which immediately prior to (the "Certificates") that represented as of the Effective Time represented outstanding shares of Company Common Stock (the “Certificates”) (i) to be exchanged pursuant to Section 1.6, a letter of transmittal reasonably acceptable to the Company (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Exchange Agent and shall be in reasonable such form and customary formhave 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. Upon surrender of a Certificate for cancellation to the Exchange Agent Agent, together with such letter of transmittal, properly duly completed and duly executedvalidly executed in accordance with the instructions thereto, and such other documents as may be reasonably required pursuant to such instructions, the holder of such Certificate shall be entitled to receive in exchange therefor a certificate representing that the number of whole shares of Parent Common Stock and payment in lieu of fractional shares which such holder has the right to receive in respect of the shares of Company Common Stock formerly represented by such Certificate (after taking into account all shares of Company Common Stock then held by such holder), cash in lieu of fractional shares of Parent Common Stock to which such holder is entitled pursuant to Section 2.2(eSections 1.6 and 1.11, after giving effect to any required (as defined herein) and any dividends or other distributions to which such holder is entitled pursuant to Section 2.2(c)Tax withholdings, and the Certificate so surrendered shall forthwith be canceled. No interest will be paid At any time following 6 months after the Effective Time, all or accrued on any cash in lieu of fractional shares or on any unpaid dividends and distributions payable to holders of Certificates. In the event of a transfer of ownership of shares of Company Common Stock which is not registered in the transfer records of the Company, a certificate representing the proper number of shares of Parent Common Stock may (and any or all cash payable in lieu of fractional shares of Parent Common Stock) deposited with or made available to the Exchange Agent pursuant to Section 1.12(b), which remain undistributed to the holders of the Certificates representing shares of Company Common Stock, shall be issued delivered to a transferee if the Certificate representing Parent upon demand, and thereafter such holders of unexchanged shares of Company Common Stock is presented shall be entitled to look only to Parent (subject to abandoned property, escheat or other similar laws) only as general creditors thereof with respect to the Exchange Agent, accompanied by all documents reasonably required to evidence and effect such transfer and by evidence reasonably satisfactory that any applicable stock transfer taxes, if any, have been paid. Until surrendered as contemplated by this Section 2.2, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the certificate representing shares of Parent Common Stock, cash in lieu of any fractional shares of Parent Common Stock to which such holder is entitled pursuant to Section 2.2(e) and any dividends or other distributions to which such holder is entitled pursuant to Section 2.2(c)for payment upon due surrender of their Certificates.

Exchange Procedures. Promptly Appropriate transmittal materials, to be reasonably agreed upon by Parent and the Company, shall be provided as soon as practicable after the Effective Time, Parent shall instruct Time by the Exchange Agent to mail to each holder holders of record of a certificate or certificates which immediately prior to Outstanding Shares converted in the Effective Time represented outstanding shares Merger, advising such holders of Company Common Stock (the “Certificates”) (i) a letter effectiveness of transmittal reasonably acceptable to the Company (which shall specify that delivery shall be effected, Merger and risk of loss and title to the Certificates shall pass, only upon proper delivery of procedure for surrendering the Certificates to the Exchange Agent and shall be in reasonable and customary form) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for certificates representing shares of Parent Common StockAgent. Upon the surrender of a Certificate for cancellation (or affidavit of loss in lieu thereof) to the Exchange Agent together in accordance with the terms of such letter of transmittal, properly completed and duly executed, and such other documents as may be reasonably required pursuant to such instructionstransmittal materials, the holder of such Certificate shall be entitled to receive in exchange therefor (1) a certificate representing that number of whole shares of Parent Common Stock which that such holder is entitled to receive pursuant to this Article IV, (2) a check in the amount (after giving effect to any required tax withholdings) of (A) any cash payable pursuant to Section 4.2(e) in lieu of fractional shares plus (B) any unpaid non-stock dividends and any other dividends or other distributions that such holder has the right to receive in respect of the shares of Company Common Stock formerly represented by such Certificate (after taking into account all shares of Company Common Stock then held by such holder), cash in lieu of fractional shares of Parent Common Stock to which such holder is entitled pursuant to Section 2.2(e) and any dividends or other distributions to which such holder is entitled pursuant to Section 2.2(c4.2(c), and and, in each case, the Certificate so surrendered shall forthwith be canceledcancelled. No interest will be paid or accrued on any cash in lieu amount payable upon due surrender of fractional shares or on any unpaid dividends and distributions payable to holders of the Certificates. In the event of a transfer of ownership of shares of Company Common Stock which Shares that is not registered in the transfer records of the Company, a certificate representing the proper number of shares of Parent Common Stock Stock, together with a check for any cash to be paid upon due surrender of the Certificate and any other dividends or distributions in respect thereof, may be issued and/or paid to such a transferee if the Certificate formerly representing such shares of Company Common Stock Shares is presented to the Exchange Agent, accompanied by all documents reasonably required to evidence and effect such transfer and by to evidence reasonably satisfactory that any applicable stock transfer taxes, if any, taxes have been paidpaid or are not applicable. Until surrendered as contemplated by this Section 2.2, each Certificate shall be deemed at If any time after the Effective Time to represent only the right to receive upon such surrender the certificate representing shares of Parent Common Stock, cash in lieu of any fractional for shares of Parent Common Stock is to be issued in a name other than that in which the Certificate surrendered in exchange therefor is registered, it shall be a condition of such holder is entitled pursuant to Section 2.2(eexchange that the Person (as defined below) and requesting such exchange shall pay any dividends transfer or other distributions taxes required by reason of the issuance of certificates for shares of Parent Common Stock in a name other than that of the registered holder of the Certificate surrendered, or shall establish to which the satisfaction of Parent or the Exchange Agent that such holder tax has been paid or is entitled pursuant to Section 2.2(c)not applicable.

Exchange Procedures. Promptly As soon as reasonably practicable ------------------- after the Effective Time, Parent shall instruct cause the Exchange Agent to mail to each holder of record of a certificate Company Certificate or certificates which immediately prior to the Effective Time represented outstanding Company Certificates whose shares of Company Common Stock (were converted pursuant to Section 2.01 into the “Certificates”) Merger Consideration (i) a letter of ------------ transmittal reasonably acceptable to the Company (which shall specify that delivery shall be effected, and risk of loss and title to the Company Certificates shall pass, only upon proper delivery of the such Company Certificates to the Exchange Agent and shall be in reasonable such customary form and customary formhave such other provisions as Parent and Company may reasonably specify) and (ii) instructions for use in effecting the surrender of the such Company Certificates in exchange for a certificate or certificates representing shares the Merger Consideration (plus cash in lieu of any fractional share of Parent Common StockStock and distributions deliverable as provided in Section 2.02(e)). Upon surrender of a --------------- Company Certificate for cancellation to the Exchange Agent Agent, together with such letter of transmittal, properly completed and duly executed, and such other documents as may be reasonably required pursuant to such instructions, (1) the holder of such Company Certificate shall be entitled to receive in exchange therefor a certificate representing that number of whole shares of Parent Common Stock into which such holder has the right to receive in respect of the holder's shares of Company Common Stock formerly represented by such Certificate (after taking into account all shares of Company Common Stock then held by such holderwere converted at the Effective Time, certain dividends or other distributions in accordance with Section 2.02(c), and cash in lieu of any fractional shares --------------- share of Parent Common Stock to which such holder is entitled pursuant to in accordance with Section 2.2(e) and any dividends or other distributions to which such holder is entitled pursuant to Section 2.2(c2.02(e), and --------------- (2) the Company Certificate so surrendered shall forthwith immediately be canceled. No interest will be paid or accrued on any cash in lieu of fractional shares or on any unpaid dividends and distributions payable to holders of Certificatescancelled. In the event of a transfer of ownership of shares of Company Common Stock which is not registered in the transfer records of the Company, a certificate representing the proper number of shares of Parent Common Stock may be issued to a transferee if the Company Certificate representing such shares of Company Common Stock is presented to the Exchange Agent, accompanied by all documents reasonably required to evidence and effect such transfer and by evidence reasonably satisfactory that any applicable stock transfer taxes, if any, taxes have been paid. Until surrendered as contemplated by this Section 2.22.02, each Company Certificate shall be deemed at any time ------------ after the Effective Time to represent only the ownership of the number of whole shares of Parent Common Stock into which the shares of Company Common Stock previously represented by such Company Certificate have been converted pursuant to Section 2.01 and the right to receive upon ------------ such surrender the certificate representing shares of Parent Common Stock, Merger Consideration and cash in lieu of any fractional share of Parent Common Stock and distributions deliverable as contemplated by this Section 2.02(e) and the right to receive --------------- certificates representing whole shares of Parent Common Stock to which such holder is entitled pursuant to Section 2.2(e) and any dividends or other distributions to which such holder is entitled pursuant to Section 2.2(c)Stock.

Exchange Procedures. Promptly As soon as practicable after the Effective Time, Parent shall instruct the Exchange Agent to mail to each holder of record of a an outstanding certificate or certificates which immediately prior to the Effective Time thereto represented outstanding shares of Company Chartwell Common Stock (the “Certificates”) (i) a letter of transmittal reasonably acceptable to the Company (which shall specify that delivery shall be effectedshall, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates surrender to the Exchange Agent of such certificate or certificates and shall be in reasonable and customary form) 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 acceptance thereof by the Exchange Agent together with such letter of transmittalAgent, properly completed and duly executed, and such other documents as may be reasonably required pursuant to such instructions, the holder of such Certificate shall be entitled to receive in exchange therefor a certificate representing that number of whole shares of Parent Trenwick Common Stock which such holder has the right to receive in respect of the shares of Company Common Stock formerly represented by such Certificate (after taking into account all shares of Company Common Stock then held by such holder), and cash in lieu of fractional shares of Parent Trenwick Common Stock to as contemplated by this Section 2.2) which such holder is entitled pursuant to Section 2.2(e) and any dividends or other distributions to which such holder is entitled pursuant to Section 2.2(c), and the Certificate so surrendered shall forthwith be canceled. No interest will be paid or accrued on any cash in lieu of fractional shares or on any unpaid dividends and distributions payable to holders of Certificates. In the event of a transfer of ownership of shares of Company Common Stock which is not registered in the transfer records of the Company, a certificate representing the proper aggregate number of shares of Parent Chartwell Common Stock previously represented by such certificate or certificates surrendered shall have been converted into the right to receive pursuant to Section 2.1(b) of this Agreement. The Exchange Agent shall accept such certificates upon compliance with such reasonable terms and conditions as the Exchange Agent may impose to effect an orderly exchange thereof in accordance with normal exchange practices. If the consideration to be issued paid in the Merger (or any portion thereof) is to a transferee if be delivered to any person other than the Certificate person in whose name the certificate representing such shares of Company Chartwell Common Stock surrendered in exchange therefore is presented registered, it shall be a condition to such exchange that the certificate so surrendered shall be properly endorsed or otherwise be in proper form for transfer and that the person requesting such exchange shall pay to the Exchange AgentAgent any transfer or other taxes required by reason of the payment of such consideration to a person other than the registered holder of the certificate surrendered, accompanied by all documents reasonably required or shall establish to evidence the satisfaction of the Exchange Agent that such tax has been paid or is not applicable. After the Effective Time, there shall be no further transfer on the records of Chartwell or its transfer agent of certificates representing shares of Chartwell Common Stock and effect if such transfer and by evidence reasonably satisfactory that any applicable stock transfer taxescertificates are presented to Chartwell for transfer, if any, have been paidthey shall be canceled against delivery of the Merger Consideration as hereinabove provided. Until surrendered as contemplated by this Section 2.22.2(c), each Certificate certificate representing shares of Chartwell Common Stock (other than certificates representing shares to be cancelled in accordance with Section 2.1(a)) shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the certificate representing shares of Parent Common StockMerger Consideration, without any interest thereon, as contemplated by Section 2.1. No interest will be paid or will accrue on any cash in lieu of any fractional shares of Parent Common Stock to which such holder is entitled pursuant to Section 2.2(e) and any dividends or other distributions to which such holder is entitled pursuant to Section 2.2(c)payable as Merger Consideration.

Exchange Procedures. Promptly after the Effective Time, Parent the Surviving Corporation shall instruct the Exchange Agent to mail deliver to each holder of record of a certificate or certificates which immediately prior to Certificate (other than the Effective Time represented outstanding shares Company and other than holders of Company Common Stock (the “Certificates”) (iDissenting Shares) a letter of transmittal reasonably acceptable in form satisfactory to the Company Parent (which shall specify i) specifying that delivery shall be effected, and that risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates (or affidavits of loss in lieu of Certificates in accordance with Section 2.9(g)) to the Exchange Agent and shall be in reasonable and customary form) Surviving Corporation; and (ii) such other provisions as Parent or the Company may reasonably specify, together with instructions for use in effecting the surrender of surrendering the Certificates in exchange for certificates representing (A) the Cash Consideration and (B) the shares of Parent Common StockStock payable at Closing. Upon surrender of a Certificate for cancellation or affidavit of loss in accordance with Section 2.9(g) to the Exchange Agent Surviving Corporation together with such a duly executed letter of transmittal, properly completed and duly executed, and such other documents as may be reasonably required pursuant to such instructions, the holder of such that Certificate shall be entitled to receive in exchange therefor a certificate representing (1) that number of whole shares of Parent Common Stock which such that the holder has the right is entitled to receive at the Closing under this Article II, and (2) a check in respect of the shares of Company Common Stock formerly represented by such Certificate amount (after taking into account all shares giving effect to any required tax withholding) of Company Common Stock then held by such holder), (x) the Cash Consideration plus (y) any cash in lieu of fractional shares of Parent Common Stock to which such holder is entitled pursuant to in accordance with Section 2.2(e2.9(f) and any dividends or other distributions to which such holder is entitled pursuant to Section 2.2(c), and the Certificate so surrendered shall forthwith immediately be canceled. No interest will be paid or accrued on any cash in lieu amount payable upon surrender of fractional shares or on any unpaid dividends and distributions payable to holders of the Certificates. In the event of a transfer of ownership of shares of Company Common Stock which that is not registered in the transfer records of the Company, a certificate representing the proper number of shares of Parent Common Stock, together with a check for any cash to be paid upon the surrender of the Certificate (including any unpaid dividends or other distributions in respect of those shares of Parent Common Stock under the provisions of this Article II (if any)), may be issued or paid to a such transferee if the Certificate formerly representing such shares of Company Common Stock is presented to the Exchange AgentSurviving Corporation, accompanied by all documents reasonably required to evidence and effect such the transfer and by to evidence reasonably satisfactory that any applicable stock transfer taxes, if any, taxes have been paid. Until surrendered as contemplated by this Section 2.2, each Certificate shall be deemed at If any time after the Effective Time to represent only the right to receive upon such surrender the certificate representing shares of Parent Common Stock, cash in lieu of any fractional shares of Parent Common Stock are to be issued in a name other than that in which the surrendered Certificate is registered, it shall be a condition of such holder is entitled pursuant to Section 2.2(e) and exchange that the person requesting such exchange shall pay any dividends transfer or other distributions taxes required by reason of the issuance of shares of Parent Common Stock in a name other than that of the registered holder of the surrendered Certificate, or shall establish to which the satisfaction of the Parent that such holder tax has been paid or is entitled pursuant to Section 2.2(c)not applicable.

Exchange Procedures. Promptly As promptly as reasonably practicable (and in any event no more than ten (10) Business Days) after the Effective Time, Parent shall instruct the Exchange Agent to mail to each holder of record of a certificate or certificates which immediately prior to the Effective Time represented outstanding shares of Company Common Stock (the “Certificates”) (i) a letter of transmittal reasonably acceptable to the Company (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Exchange Agent and shall be in reasonable and customary form) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for certificates representing the Merger Consideration payable in respect of the shares of Parent Company Common StockStock represented by such Certificates. Upon surrender of a Certificate for cancellation to the Exchange Agent together with such letter of transmittal, properly completed and duly executed, and such other documents as may be reasonably required pursuant to such instructions, 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 which such holder has the right to receive Merger Consideration payable in respect of the shares of Company Common Stock formerly represented by such Certificate (after taking into account all shares of Company Common Stock then held by such holder)Certificate, cash in lieu of fractional shares of Parent Common Stock to which such holder is entitled pursuant to Section 2.2(e) and any dividends or other distributions to which such holder is entitled pursuant to Section 2.2(c), and the Certificate so surrendered shall forthwith be canceled. No interest will shall be paid or accrued shall accrue on any Cash Consideration, cash in lieu of fractional shares or on any unpaid dividends and distributions payable to holders of Certificates. In the event of a transfer of ownership of shares of Company Common Stock which is not registered in the transfer records of the Company, a certificate representing the proper number Merger Consideration payable in respect of such shares of Parent Company Common Stock may be issued paid to a transferee if the Certificate representing such shares of Company Common Stock is presented to the Exchange Agent, accompanied by all documents reasonably required to evidence and effect such transfer and by evidence reasonably satisfactory that any applicable stock transfer taxes, if any, Taxes have been paid. Until surrendered as contemplated by this Section 2.2, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the certificate representing Merger Consideration payable in respect of the shares of Parent Company Common StockStock represented by such Certificate, cash in lieu of any fractional shares of Parent Common Stock to which such holder is entitled pursuant to Section 2.2(e) and any dividends or other distributions to which such holder is entitled pursuant to Section 2.2(c), in each case, without any interest thereon.

Exchange Procedures. Promptly after the Effective Time, Parent Xxxxxx Xxxxxxx shall instruct the Exchange Agent to mail to each holder of record of a certificate or certificates which that immediately prior to the Effective Time represented outstanding shares of Company Halter Marine Common Stock (the “"Certificates”") (i) a letter of transmittal reasonably acceptable to the Company (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Exchange Agent and shall be in reasonable and customary form) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for certificates representing shares of Parent Xxxxxx Xxxxxxx Common Stock. Upon surrender of a Certificate for cancellation to the Exchange Agent together with such letter of transmittal, properly completed and duly executed, and such other documents as may be reasonably required pursuant to such instructions, the holder of such Certificate shall be entitled to receive in exchange therefor a certificate representing that number of whole shares of Parent Xxxxxx Xxxxxxx Common Stock which that such holder has the right to receive in respect of the shares of Company Halter Marine Common Stock formerly represented by such Certificate (after taking into account all shares of Company Halter Marine Common Stock then held by such holder), cash in lieu of fractional shares of Parent Xxxxxx Xxxxxxx Common Stock to which such holder is entitled pursuant to Section 2.2(e2.02(e) and any dividends or other distributions to which such holder is entitled pursuant to Section 2.2(c2.02(c), and the Certificate so surrendered shall forthwith be canceledcancelled. No interest will be paid or accrued on any cash in lieu of fractional shares or on any unpaid dividends and distributions payable to holders of Certificates. In the event of a transfer of ownership of shares of Company Halter Marine Common Stock which that is not registered in the transfer records of the CompanyHalter Marine, a certificate representing the proper number of shares of Parent Xxxxxx Xxxxxxx Common Stock may be issued to a transferee only if the Certificate representing such shares of Company Halter Marine Common Stock is properly endorsed and is presented to the Exchange Agent, Agent accompanied by all documents reasonably required to evidence and effect such transfer and by evidence reasonably satisfactory that any applicable stock transfer taxes, if any, taxes have been paid. Until surrendered as contemplated by this Section 2.22.02, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the certificate representing shares of Parent Xxxxxx Xxxxxxx Common Stock, cash in lieu of any fractional shares of Parent Xxxxxx Xxxxxxx Common Stock to which such holder is entitled pursuant to Section 2.2(e2.02(e) and any dividends or other distributions to which such holder is entitled pursuant to Section 2.2(c2.02(c).

Exchange Procedures. Promptly after At the Effective TimeClosing, Parent the Stockholder Representative shall instruct deliver to Acquiror each Certificate of each Stockholder representing the Exchange Agent to mail to each holder of record of a certificate or certificates which immediately prior to the Effective Time represented outstanding shares of Company Common Stock (the “Certificates”) (i) a letter of transmittal reasonably acceptable to the Company (which shall specify that delivery shall be effectedShares for cancellation, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Exchange Agent and shall be in reasonable and customary form) 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 together with such letter of transmittal, properly duly completed and duly executed, validly executed in accordance with the instructions provided by Acquiror (and such other customary documents as may reasonably be reasonably required pursuant by Acquiror) or an affidavit of any lost Certificate as contemplated in Section 2.9(c), if the Certificate has been lost, stolen or destroyed. The exchange procedures shall comply with such procedures as may be required by the Israeli Withholding Tax Pre-Ruling and shall permit Acquiror (after consultation with the Company) to such instructions, require holders of Certificates to provide any information necessary to comply with the Israeli Withholding Tax Pre-Ruling. The holder of each such Certificate shall be entitled to receive in exchange therefor (A) a certificate (or evidence of shares in book-entry form) representing that number of whole shares of Parent Acquiror Common Stock which that such holder has the right to receive in respect pursuant to the provisions of this Article II after taking into account all the shares of Company Common Stock formerly represented by such Certificate (after taking into account all shares of and Company Common Preferred Stock then held by such holder), holder under all such Certificates so surrendered and (B) cash in lieu of any fractional shares of Parent Acquiror Common Stock to which such holder is entitled pursuant to Section 2.2(e) and any dividends or other distributions to which such holder is entitled pursuant to Section 2.2(c2.9(c), and the Certificate Certificates so surrendered shall forthwith be canceled. No interest will be paid or accrued on any cash in lieu of fractional shares or on any unpaid dividends and distributions payable to holders of Certificates. In the event of a transfer of ownership of shares of Company Common Stock which and Company Preferred Stock that is not registered in the transfer records of the Company, a certificate (or evidence of shares in book-entry form) representing the proper number of shares of Parent Acquiror Common Stock may be issued to a transferee if Person other than the Person in whose name the Certificate representing so surrendered is registered, if, upon delivery by the Stockholder Representative at the Closing, such Certificate shall be properly endorsed or shall otherwise be in proper form for transfer and the Person requesting such issuance shall have paid any transfer and other Taxes required by reason of the issuance of shares of Company Acquiror Common Stock is presented to a Person other than the registered holder of such Certificate or shall have established to the Exchange Agent, accompanied by all documents reasonably required to evidence and effect reasonable satisfaction of Acquiror that such transfer and by evidence reasonably satisfactory that any applicable stock transfer taxes, if any, have Tax either has been paidpaid or is not applicable. Until surrendered as contemplated by this Section 2.22.9(a), each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the certificate representing shares of Parent Common Stock, Merger Consideration and any cash in lieu of any fractional shares of Parent Acquiror Common Stock to which such holder is entitled pursuant to Section 2.2(e) and any dividends or other distributions to which such holder is entitled pursuant to Section 2.2(c2.9(c), in each case, without interest.

Exchange Procedures. Promptly As promptly as practicable after the Effective Time, Parent shall instruct cause the Exchange Agent to mail to each holder of record of a certificate or certificates which immediately prior to the Effective Time represented outstanding shares of Company Common Stock Shares (the “"Certificates”") (i) a letter of transmittal reasonably acceptable to the Company (which shall be in customary form and shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Exchange Agent and shall be in reasonable and customary formAgent) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for certificates representing shares of Parent Common StockShares and cash in lieu of any fractional shares. Upon surrender to the Exchange Agent of a Certificate for cancellation to the Exchange Agent cancellation, together with such letter of transmittal, properly duly executed and completed and duly executedin accordance with the instructions thereto, and such other documents as may be reasonably required pursuant to such instructions, 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 which Shares that such holder has the right to receive in respect of the shares of Company Common Stock Shares formerly represented by such Certificate (after taking into account all shares of Company Common Stock Shares then held by such holder), cash in lieu of any fractional shares of Parent Common Stock Shares to which such holder is entitled pursuant to Section 2.2(e2.02(e) and any dividends or other distributions to which such holder is entitled pursuant to Section 2.2(c2.02(c), and the Certificate so surrendered shall forthwith be canceled. No interest will be paid or accrued on any cash in lieu of fractional shares or on any unpaid dividends and distributions payable to holders of Certificates. In the event of a transfer of ownership of shares of Company Common Stock which Shares that is not registered in the transfer records of the Company, a certificate representing the proper number of shares of Parent Common Stock Shares, cash in lieu of any fractional Parent Common Shares to which such holder is entitled pursuant to Section 2.02(e) and any dividends or other distributions to which such holder is entitled pursuant to Section 2.02(c) may be issued to a transferee if the Certificate representing such shares of Company Common Stock Shares is presented to the Exchange Agent, accompanied by all documents reasonably required to evidence and effect such transfer and by evidence reasonably satisfactory to the Surviving Corporation that any applicable stock share transfer taxes, if any, taxes have been paid. Until surrendered as contemplated by this Section 2.22.02, each Certificate shall be deemed at any time all times after the Effective Time to represent only the right to receive upon such surrender the certificate representing shares of Parent Common StockShares, cash in lieu of any fractional shares of Parent Common Stock Shares to which such holder is entitled pursuant to Section 2.2(e2.02(e) and any dividends or other distributions to which such holder is entitled pursuant to Section 2.2(c2.02(c).

Exchange Procedures. Promptly after the Effective Time, Parent the Surviving Corporation shall instruct the Exchange Agent cause to mail be mailed to each holder of record of a certificate or certificates (the “Certificates”) which immediately prior to the Effective Time represented outstanding shares of Company Capital Stock whose shares were converted into the right to receive shares of Parent Common Stock (and a portion of the “Certificates”) Cash Consideration pursuant to Section 1.6, (i) a letter of transmittal reasonably acceptable to the Company (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Exchange Agent and shall be in reasonable such form and customary formhave such other provisions as Parent and the Company may agree) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for certificates representing shares of Parent Common StockStock and a portion of the Cash Consideration. Upon the surrender of a Certificate for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by Parent, together with such letter of transmittal, properly duly completed and duly executed, and such other documents as may be reasonably required pursuant to such instructionsvalidly executed in accordance with the instructions thereto, the holder of such Certificate shall be entitled to receive in exchange therefor a certificate representing that the number of whole shares of Parent Common Stock which such holder has (less the right to receive in respect number of the shares of Company Common Stock formerly represented by such Certificate (after taking into account all shares of Company Common Stock then held by such holder), cash in lieu of fractional shares of Parent Common Stock to be deposited in the Escrow Fund on such holder’s behalf pursuant to Article VIII hereof), plus a portion of the Cash Consideration in accordance with Section 1.6, to which such holder is entitled pursuant to Section 2.2(e) and any dividends or other distributions to which such holder is entitled pursuant to Section 2.2(c)1.6, and the Certificate so surrendered shall forthwith be canceled. No interest will On the Effective Time, and subject to and in accordance with the provisions of Article VIII hereof, Parent shall cause to be paid or accrued on any cash distributed to the Escrow Agent (as defined in lieu of fractional shares or on any unpaid dividends and distributions payable to holders of Certificates. In the event of a transfer of ownership of shares of Company Common Stock which is not registered in the transfer records of the Company, Article VIII) a certificate or certificates representing the proper that number of shares of Parent Common Stock may equal to the Escrow Amount which shall be issued registered in the name of the Escrow Agent. As set forth in Section 8.2(c)(iii), such shares shall be beneficially owned by the holders on whose behalf such shares were deposited in the Escrow Fund and such shares shall be available to a transferee if compensate Parent as provided in Article VIII. Until so surrendered, each outstanding Certificate that, prior to the Certificate representing such Effective Time, represented shares of Company Common Capital Stock is presented to the Exchange Agent, accompanied by all documents reasonably required to evidence and effect such transfer and by evidence reasonably satisfactory that any applicable stock transfer taxes, if any, have been paid. Until surrendered as contemplated by this Section 2.2, each Certificate shall will be deemed at any time from and after the Effective Time Time, for all corporate purposes, other than the payment of dividends, to represent only evidence the right to receive upon such surrender ownership of the certificate representing shares number of Parent Common Stock, cash in lieu of any fractional full shares of Parent Common Stock to and a portion of the Cash Consideration into which such holder is entitled pursuant to shares of Company Capital Stock shall have been so converted in accordance with Section 2.2(e) and any dividends or other distributions to which such holder is entitled pursuant to Section 2.2(c)1.6.

Exchange Procedures. Promptly As soon as practicable after the Effective Time, Parent shall instruct cause the Exchange Agent to mail to each holder of record (other than the Company, Parent, Sub and any wholly owned subsidiary of the Company) of a certificate or certificates which that immediately prior to the Effective Time represented issued and outstanding shares of Company Common Stock (collectively, the “Certificates”"CERTIFICATES") whose shares were converted into the right to receive Parent Common Stock pursuant to Section 2.1(c), (i) a letter of transmittal reasonably acceptable to the Company (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Exchange Agent and shall be in reasonable such form and customary formhave such other provisions as Parent and the Company may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for certificates representing Parent Common Stock and any cash in lieu of fractional shares of Parent Common Stock. Upon surrender of a Certificate for cancellation to the Exchange Agent Agent, together with such a duly executed letter of transmittal, properly completed and duly executed, transmittal and such other documents as may be reasonably required pursuant to such instructionsby the Exchange Agent, 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 which such holder has the right to receive in respect pursuant to the provisions of the shares of Company Common Stock formerly represented by such Certificate (after taking into account all shares of Company Common Stock then held by such holder), this Article 2 and any cash in lieu of fractional shares of Parent Common Stock to which such holder is entitled pursuant to Section 2.2(e) and any dividends or other distributions to which such holder is entitled pursuant to Section 2.2(c)Stock, and the Certificate so surrendered shall forthwith be canceled. No interest will be paid or accrued on any cash in lieu of fractional shares or on any unpaid dividends and distributions payable to holders of Certificatescancelled. In the event of a transfer of ownership of shares of Company Common Stock which is not registered in on the transfer records of the Company, a certificate representing the proper number of shares of Parent Common Stock and any cash in lieu of fractional shares of Parent Common Stock may be issued and paid to a transferee if the Certificate representing such shares of Company Common Stock is presented to the Exchange Agent, accompanied by all documents reasonably required to evidence and effect such transfer and by evidence reasonably satisfactory that any applicable stock transfer taxes, if any, taxes have been paid. Until surrendered as contemplated by this Section 2.2, each Certificate shall be deemed at any time deemed, from and after the Effective Time Time, to represent only the right to receive upon such surrender the certificate representing shares of Parent Common Stock, Stock and cash in lieu of any fractional shares of Parent Common Stock as contemplated by this Article 2 and the Delaware Statute. The consideration to which such holder is entitled pursuant to Section 2.2(e) be issued in the Merger will be delivered by the Exchange Agent as promptly as practicable following surrender of a Certificate and any dividends or other distributions to which required documents. No interest will be payable on such holder is entitled pursuant to Section 2.2(c)consideration, regardless of any delay in making payments.