Common use of Exchange Procedures Clause in Contracts

Exchange Procedures. As soon as reasonably practicable after the Effective Time and in any event within three (3) Business Days following the Closing Date, the Surviving Corporation or Parent shall cause the Paying Agent to mail to each holder of record of a Certificate whose shares of Company Common Stock were converted into the right to receive the Merger Consideration pursuant to Section 2.01(c), (i) a form of letter of transmittal (which shall include an accompanying IRS Form W-9 or the applicable IRS Form W-8, shall specify that delivery shall be effected and risk of loss and title to the Certificates held by such person shall pass only upon proper delivery of the Certificates to the Paying Agent, and shall be in a customary form and have such other customary provisions as Parent may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the Merger Consideration. Notwithstanding the foregoing, any holder of shares of Company Common Stock held in book-entry form shall not be required to deliver a Certificate or an executed letter of transmittal to receive the Merger Consideration pursuant to Section 2.01(c) in respect thereof and shall, upon receipt of an “agent’s message” in customary form at the Effective Time (or such other customary evidence, if any, as the Paying Agent may reasonably request) be deemed to have surrendered the Certificate with respect to such shares of Company Common Stock held in book-entry form. Upon surrender (or deemed surrender) of a Certificate for cancelation to the Paying Agent or to such other agent or agents as may be appointed by P▇▇▇▇▇, together with such letter of transmittal, duly completed and validly executed, as applicable, and such other documents as may reasonably be required by the Paying Agent, the holder of such Certificate shall be entitled to receive in exchange therefor the amount of cash equal to the Merger Consideration that such holder has the right to receive pursuant to Section 2.01(c), and the Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of Company Common Stock that is not registered in the stock transfer books of the Company, payment of the Merger Consideration in exchange therefor may be made to a person other than the person in whose name the Certificate so surrendered is registered, if such Certificate shall be properly endorsed or otherwise be in proper form for transfer, and the person requesting such payment shall pay any transfer or other taxes required by reason of the payment to a person other than the registered holder of such Certificate or establish to the satisfaction of the Surviving Corporation that such tax has been paid or is not applicable. No interest shall be paid or shall accrue on the cash payable upon surrender of any Certificate.

Exchange Procedures. As soon as reasonably practicable Promptly after the Effective Time and in any event within three (3) Business Days following the Closing DateTime, the Surviving Corporation or Parent shall cause the Paying Agent to mail be mailed to each holder of record of a Certificate whose 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 right to receive the Merger Consideration shares of Parent Common Stock and cash in lieu of fractional shares pursuant to Section 2.01(c)1.6, (i) a form of letter of transmittal (which shall include an accompanying IRS Form W-9 or the applicable IRS Form W-8, shall specify that delivery shall be effected effected, and risk of loss and title to the Certificates held by such person shall pass pass, only upon proper delivery of the Certificates to the Paying Agent, Exchange Agent and shall be in a customary such form and have such other customary provisions as Parent may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the Merger Consideration. Notwithstanding the foregoing, any holder of certificates representing shares of Company Parent Common Stock held and cash in book-entry form shall not be required to deliver a Certificate or an executed letter lieu of transmittal to receive the Merger Consideration pursuant to Section 2.01(c) in respect thereof and shall, upon receipt of an “agent’s message” in customary form at the Effective Time (or such other customary evidence, if any, as the Paying Agent may reasonably request) be deemed to have surrendered the Certificate with respect to such shares of Company Common Stock held in book-entry formfractional shares. Upon surrender (or deemed surrender) of a Certificate for cancelation cancellation to the Paying Exchange Agent or to such other agent or agents as may be appointed by P▇▇▇▇▇Parent, together with such letter of transmittal, duly completed and validly executed, as applicable, and such other documents as may reasonably be required by executed in accordance with the Paying Agentinstructions thereto, the holder of such Certificate shall be entitled to receive in exchange therefor a certificate representing the amount number of cash equal to the Merger Consideration that whole shares of Parent Common Stock and payment in lieu of fractional shares which such holder has the right to receive pursuant to Section 2.01(c)1.6, and the Certificate so surrendered shall forthwith be canceled. In Until so surrendered, each outstanding Certificate that, prior to the event of a transfer of ownership Effective Time, represented shares of Company Common Stock that is not registered in will be deemed from and after the stock transfer books of the CompanyEffective Time, payment of the Merger Consideration in exchange therefor may be made to a person for all corporate purposes, other than the person in whose name payment of dividends, to evidence the Certificate right to receive the number of full shares of Parent Common Stock into which such shares of Company Common Stock shall have been so surrendered is registered, if such Certificate shall be properly endorsed or otherwise be in proper form for transfer, converted and the person requesting such payment shall pay any transfer or other taxes required by reason right to receive an amount in cash in lieu of the payment to a person other than the registered holder of such Certificate or establish to the satisfaction of the Surviving Corporation that such tax has been paid or is not applicable. No interest shall be paid or shall accrue on the cash payable upon surrender issuance of any Certificatefractional shares in accordance with Section 1.6.

Exchange Procedures. (i) As soon as reasonably practicable after the Company Merger Effective Time and in any event within three (3) Business Days following the Closing DateTime, the Surviving Corporation or Parent shall cause the Paying Exchange Agent to mail (and to make available for collection by hand) to each holder of record of a Certificate whose shares (or affidavit of Company Common Stock were converted into the right to receive the Merger Consideration pursuant to Section 2.01(c), loss in lieu thereof) (iA) a form of letter of transmittal (a “Letter of Transmittal”), in customary form as prepared by Parent and reasonably acceptable to the Company, which shall include an accompanying IRS Form W-9 or the applicable IRS Form W-8specify, shall specify among other things, that delivery shall be effected effected, and risk of loss and title to the Certificates held by such person shall pass pass, only upon proper delivery of the Certificates (or affidavits of loss in lieu thereof) to the Paying Exchange Agent, and shall be in a customary form and have such other customary provisions as Parent may reasonably specify) and (iiB) instructions for use in effecting the surrender of the Certificates in exchange for the applicable Merger Consideration. Notwithstanding Consideration into which the foregoing, any holder of shares number of Company Common Stock held in book-entry form Shares or Company Series D Preferred Shares previously evidenced by such Certificate shall not be required to deliver a Certificate or an executed letter of transmittal to receive the Merger Consideration have been converted pursuant to Section 2.01(c) this Agreement and the Company Merger, together with any amounts payable in respect thereof of the Fractional Share Consideration in accordance with Section 3.8 and shall, upon receipt of an “agent’s message” in customary form at the Effective Time (dividends or such other customary evidence, if any, as the Paying Agent may reasonably request) be deemed to have surrendered the Certificate with respect to such distributions on shares of Company Parent Common Stock held or New Parent Preferred Stock in book-entry form. accordance with Section 3.4(e). (ii) Upon surrender (or deemed surrender) of a Certificate for cancelation (or affidavit of loss in lieu thereof) to the Paying Agent or to such other agent or agents as may be appointed by P▇▇▇▇▇Exchange Agent, together with such letter of transmittal, duly a properly completed and validly executed, as applicableexecuted Letter of Transmittal, and such other documents as may reasonably be required by the Paying Exchange Agent, the holder of such Certificate shall be entitled to receive in exchange therefor the amount of cash equal applicable Merger Consideration for each Company Common Share or Company Series D Preferred Share formerly evidenced by such Certificate pursuant to the Merger provisions of this Article 3 plus any Fractional Share Consideration that such holder has the right to receive pursuant to the provisions of Section 2.01(c3.8 and any amounts that such holder has the right to receive in respect of dividends or other distributions on shares of Parent Common Stock or New Parent Preferred Stock in accordance with Section 3.4(e), by mail or by wire transfer after the Exchange Agent’s receipt of such Certificate (or affidavit of loss in lieu thereof) and Letter of Transmittal, and the Certificate (or affidavit of loss in lieu thereof) so surrendered so transferred, as applicable, shall be forthwith cancelled. The Exchange Agent shall accept such Certificates (or affidavits of loss in lieu thereof) upon compliance with such reasonable terms and conditions as the Exchange Agent may impose to effect an orderly exchange thereof in accordance with customary exchange practices. No interest shall be canceledpaid or accrued for the benefit of holders of the Certificates on the applicable Merger Consideration, the Fractional Share Consideration or any distributions to which such holder is entitled pursuant to Section 3.4(e) payable upon the surrender of the Certificates. In the event of a transfer of ownership of Company Common Stock Shares or Company Series D Preferred Shares that is not registered in the stock transfer books records of the Company, it shall be a condition of payment of that any Certificate surrendered or transferred in accordance with the Merger Consideration procedures set forth in exchange therefor may be made to a person other than the person in whose name the Certificate so surrendered is registered, if such Certificate this Section 3.4 shall be properly endorsed or shall be otherwise be in proper form for transfer, and that the person Person requesting such payment shall pay have provided all documents required to evidence that any transfer or applicable Transfer Taxes and other taxes similar Taxes required by reason of the payment of the applicable Merger Consideration to a person Person other than the registered holder of such the Certificate surrendered have been paid, or establish shall have established to the reasonable satisfaction of Parent and the Surviving Corporation Exchange Agent that such tax has been paid or is Taxes are not applicable. (iii) Any holder of Book-Entry Shares shall not be required to deliver an executed Letter of Transmittal to the Exchange Agent to receive the applicable Merger Consideration or other amounts pursuant to the provisions of this Article 3 from Parent that such holder is entitled to receive pursuant to this Article 3 with respect to such Book-Entry Shares. Subject to receipt of any documentation as may reasonably be required by the Exchange Agent, each holder of one or more Book-Entry Shares shall automatically upon the Company Merger Effective Time be entitled to receive, and Parent shall cause the Exchange Agent to pay and deliver as soon as reasonably practicable after the Company Merger Effective Time (but in no event later than three (3) Business Days thereafter), the applicable Merger Consideration for each such Book-Entry Share pursuant to the provisions of this Article 3 plus any Fractional Share Consideration that such holder has the right to receive pursuant to the provisions of Section 3.8 and any amounts that such holder has the right to receive in respect of dividends or other distributions on shares of Parent Common Stock or New Parent Preferred Stock in accordance with Section 3.4(e). Payment of the applicable Merger Consideration or the Fractional Share Consideration payable and any dividends and other distributions with respect to Book-Entry Shares shall only be made to the person in whose name such Book-Entry Shares are registered. No interest shall be paid or shall accrue accrued for the benefit of holders of Book-Entry Shares on the cash applicable Merger Consideration or the Fractional Share Consideration payable and any dividends or other distributions to which such holder is entitled pursuant to Section 3.4(e). (iv) At the Company Merger Effective Time, holders of Company Common Shares and Company Series D Preferred Shares shall cease to be, and shall have no rights as, shareholders of the Company other than the right to receive the applicable Merger Consideration from Parent that such holder has the right to receive pursuant to the provisions of this Article 3 plus any Fractional Share Consideration that such holder has the right to receive pursuant to the provisions of Section 3.8 and any amounts that such holder has the right to receive in respect of dividends or other distributions on shares of Parent Common Stock or New Parent Preferred Stock in accordance with Section 3.4(e). The applicable Merger Consideration paid upon the surrender for exchange of any CertificateCertificates (or affidavits of loss in lieu thereof) evidencing Company Common Shares or Company Series D Preferred Shares (or automatic conversion in the case of Book-Entry Shares) in accordance with the terms of this Article 3 shall be deemed to have been paid in full satisfaction of all rights and privileges pertaining to the Company Common Shares and Company Series D Preferred Shares, as applicable, theretofore evidenced by such Certificates or Book-Entry Shares.

Exchange Procedures. As soon as reasonably practicable (i) Promptly after the CPI Merger Effective Time and in any event within three (3) Business Days following the Closing DateTime, the Surviving Corporation or Parent shall cause the Paying Agent to mail be mailed to each Person who was, at the CPI Merger Effective Time, a holder of record of a Certificate whose shares of Company Common Stock were converted into the right to receive the Merger Consideration pursuant to Section 2.01(c), issued and outstanding CPI Shares (i) a form of letter of transmittal (which shall include an accompanying IRS Form W-9 or the applicable IRS Form W-8, shall specify specifying that delivery shall be effected effected, and the risk of loss and title to the Certificates held by such person each CPI Certificate shall pass pass, only upon proper delivery of the Certificates such CPI Certificate (or affidavits of loss in lieu thereof) to the Paying Agent, and shall such letter of transmittal to be in a customary such form and have such other customary provisions as Parent and CPI may reasonably specify) agree, and (ii) instructions for use in effecting the surrender of CPI Certificates for payment of the Certificates in exchange for the CPI Merger Consideration. Notwithstanding the foregoing, any holder of shares of Company Common Stock held in book-entry form shall not be required to deliver a Certificate or an executed letter of transmittal to receive the Merger Consideration pursuant to Section 2.01(c) in respect thereof and shall, upon receipt of an “agent’s message” in customary form at the Effective Time (or such other customary evidence, if any, as the Paying Agent may reasonably request) be deemed to have surrendered the Certificate with respect to such shares of Company Common Stock held in book-entry form. Upon surrender (or deemed surrender) of a Certificate for cancelation to the Paying Agent or to such other agent or agents as may be appointed by P▇▇▇▇▇of any CPI Certificate, together with such letter of transmittal, duly executed and completed in accordance with the instructions thereto, Parent shall promptly cause to be paid to the Person(s) entitled thereto a check or wire transfer of "same day" funds in the amount to which such Person(s) are entitled pursuant to Section 4.1(a), after giving effect to any required tax withholdings. Any such CPI Certificate shall then be canceled. No interest will be paid or will accrue on the amount payable upon the surrender of any CPI Certificate. (ii) Promptly after the Company Merger Effective Time, the Surviving Company shall cause to be mailed to each Person who was, at the Company Merger Effective Time, a holder of record (other than CPI and validly executedthe other Parent Companies) of issued and outstanding Company Shares (i) a letter of transmittal specifying that delivery shall be effected, and the risk of loss and title to each Company Certificate shall pass, only upon delivery of such Company Certificate (or affidavits of loss in lieu thereof) to the Paying Agent, such letter of transmittal to be in such form and have such other provisions as applicableParent and the Company may reasonably agree, and (ii) instructions for use in effecting the surrender of Company Certificates for payment of the Company Merger Consideration. Upon surrender to the Paying Agent of any Company Certificate, together with such letter of transmittal, duly executed and completed in accordance with the instructions thereto, and such other documents as may reasonably be required by pursuant to such instructions Parent and/or the Paying Agent, Surviving Company shall promptly cause to be paid to the holder of such Certificate shall be Person(s) entitled to receive thereto a check in exchange therefor the amount of cash equal to the Merger Consideration that which such holder has the right to receive Person(s) are entitled pursuant to Section 2.01(c4.2(a), after giving effect to any required tax withholdings and such Company Certificate shall then be canceled. No interest will be paid or will accrue on the amount payable upon the surrender of any Company Certificate. (iii) If payment is to be made to a Person other than the registered holder of the Certificate surrendered, it shall be a condition of such payment that the Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of Company Common Stock that is not registered in the stock transfer books of the Company, payment of the Merger Consideration in exchange therefor may be made to a person other than the person in whose name the Certificate so surrendered is registered, if such Certificate shall be properly endorsed or otherwise be in proper form for transfer, transfer and that the person Person requesting such payment shall pay any transfer or other taxes required by reason of the payment to a person other than the registered holder of such the Certificate surrendered or establish to the satisfaction of the Surviving Corporation Stockholder or the Surviving Company (as the case may be), or to the satisfaction of the Paying Agent, that such tax has been paid or is not applicable. No interest . (iv) For the purposes of this Agreement, the term "Person" shall be paid mean any individual, corporation (including not-for-profit), general or shall accrue on the cash payable upon surrender limited partnership, limited liability company, joint venture, estate, trust, association, organization, Governmental Entity (as defined in Section 5.1(d)) or other entity of any Certificatekind or nature.

Exchange Procedures. As soon as reasonably practicable Promptly after the Effective Time and in any event within three (3) Business Days following the Closing DateTime, the Surviving Corporation or Parent shall cause the Paying Exchange Agent to mail to each holder of record of a Certificate whose certificate or certificates which immediately prior to the Effective Time represented outstanding shares of Company Common Stock (the "Certificates"), which at the Effective Time were converted into the right to receive the Merger Consideration pursuant to Section 2.01(c)2.1 hereof, (i) a form of letter of transmittal (which shall include an accompanying IRS Form W-9 or the applicable IRS Form W-8, shall specify that delivery shall be effected effected, and risk of loss and title to the Certificates held by such person shall pass pass, only upon proper delivery of the Certificates to the Paying Agent, Exchange Agent and shall be in a customary such form and have such other customary provisions as Parent may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the Merger Consideration. Notwithstanding the foregoing, cash in lieu of any holder of fractional shares of Company Common Stock held in book-entry form shall not be required to deliver a Certificate or an executed letter of transmittal to receive the Merger Consideration pursuant to Section 2.01(c2.1(e) in respect thereof and shall, upon receipt of an “agent’s message” in customary form at the Effective Time (any dividends or such other customary evidence, if any, as the Paying Agent may reasonably request) be deemed distributions payable pursuant to have surrendered the Certificate with respect to such shares of Company Common Stock held in book-entry formSection 2.2(c). Upon surrender (or deemed surrender) of a Certificate Certificates for cancelation cancellation to the Paying Exchange Agent or to such other agent or agents as may be appointed by P▇▇▇▇▇Parent, together with such letter of transmittal, duly completed and validly executed, as applicableexecuted in accordance with the instructions thereto, and such other documents as may reasonably be required by the Paying Exchange Agent, the holder of such Certificate Certificates shall be entitled to receive in exchange therefor the amount a certificate or certificates representing that number of cash equal whole shares of Parent Common Stock (after taking into account all Certificates surrendered by such holder) to the Merger Consideration that which such holder has the right is entitled pursuant to Section 2.1 (which shall be in uncertificated book entry form unless a physical certificate is requested), payment in lieu of fractional shares which such holder is entitled to receive pursuant to Section 2.01(c2.1(e) and any dividends or distributions payable pursuant to Section 2.2(c), and the Certificate Certificates so surrendered shall forthwith be canceledcancelled. In the event of a transfer of ownership of Company Common Stock that which is not registered in the stock transfer books records of the Company, payment a certificate representing the proper number of the Merger Consideration in exchange therefor shares of Parent Common Stock may be made issued to a person Person (as defined in Section 8.3(jj)) other than the person Person in whose name the Certificate so surrendered is registered, if such Certificate shall be properly endorsed or otherwise be in proper form for transfer, transfer and the person Person requesting such payment issuance shall pay any transfer or other taxes required by reason of the payment issuance of shares of Parent Common Stock to a person Person other than the registered holder of such Certificate or establish to the satisfaction of the Surviving Corporation Parent that such tax has been paid or is not applicable. Until surrendered as contemplated by this Section 2.2(b), each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive the Merger Consideration (and any amounts to be paid pursuant to Section 2.1(e) or Section 2.2(c)) upon such surrender. No interest shall be paid or shall accrue on the cash any amount payable upon surrender of any Certificatepursuant to Section 2.1(e) or Section 2.2(c).

Exchange Procedures. As soon promptly as reasonably practicable after the Effective Time (and in any event within three no more than ten (310) Business Days following Days) after the Closing DateEffective Time, the Surviving Corporation or Parent shall cause instruct the Paying Exchange Agent to mail to each holder of record of a Certificate whose certificate or certificates which immediately prior to the Effective Time represented outstanding shares of Company Common Stock were converted into (the right to receive the Merger Consideration pursuant to Section 2.01(c), “Certificates”) (i) a form of letter of transmittal (which shall include an accompanying IRS Form W-9 or the applicable IRS Form W-8, shall specify that delivery shall be effected effected, and risk of loss and title to the Certificates held by such person shall pass pass, only upon proper delivery of the Certificates to the Paying Agent, Exchange Agent and shall be in a customary form and have such other customary provisions as Parent may reasonably specifyform) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the Merger Consideration. Notwithstanding Consideration payable in respect of the foregoing, any holder of shares of Company Common Stock held in book-entry form shall not be required to deliver a Certificate or an executed letter of transmittal to receive the Merger Consideration pursuant to Section 2.01(c) in respect thereof and shall, upon receipt of an “agent’s message” in customary form at the Effective Time (or represented by such other customary evidence, if any, as the Paying Agent may reasonably request) be deemed to have surrendered the Certificate with respect to such shares of Company Common Stock held in book-entry formCertificates. Upon surrender (or deemed surrender) of a Certificate for cancelation cancellation to the Paying Exchange Agent or to such other agent or agents as may be appointed by P▇▇▇▇▇, together with such letter of transmittal, duly properly completed and validly duly executed, as applicable, and such other documents as may reasonably be required by the Paying Agentpursuant to such instructions, the holder of such Certificate shall be entitled to receive in exchange therefor the amount of cash equal to the Merger Consideration that payable in respect of the shares of Company Common Stock represented by such Certificate, cash in lieu of fractional shares of Parent Common Stock to which such holder has the right to receive is entitled pursuant to Section 2.01(c2.2(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 shall be paid or shall accrue on any Cash Consideration, cash in lieu of fractional shares or unpaid dividends and distributions payable to holders of Certificates. In the event of a transfer of ownership of shares of Company Common Stock that which is not registered in the stock transfer books records of the Company, payment of the Merger Consideration payable in exchange therefor respect of such shares of Company Common Stock may be made paid to a person other than the person in whose name transferee if the Certificate so representing such shares of Company Common Stock is presented to the Exchange Agent, accompanied by all documents required to evidence and effect such transfer and by evidence that any applicable stock transfer Taxes have been paid. Until surrendered is registeredas contemplated by this Section 2.2, if such each Certificate shall be properly endorsed or otherwise be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration payable in proper form for transferrespect of the shares of Company Common Stock 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 the person requesting such payment shall pay any transfer dividends or other taxes required by reason of the payment distributions to a person other than the registered which such holder of such Certificate or establish is entitled pursuant to the satisfaction of the Surviving Corporation that such tax has been paid or is not applicable. No Section 2.2(c), in each case, without any interest shall be paid or shall accrue on the cash payable upon surrender of any Certificatethereon.

Exchange Procedures. (a) Immediately prior to the Effective Time, for the benefit of the holders of Certificates, (i) Parent shall reserve for issuance a sufficient number of shares of Parent Common Stock and deliver to the Exchange Agent certificates evidencing such number of shares of Parent Common Stock issuable and (ii) Parent shall deliver, or cause Parent Bank to deliver, to the Exchange Agent an amount of cash sufficient to pay the aggregate amount of cash payable pursuant to this Article III in exchange for Certificates representing outstanding shares of Company Common Stock (such cash and certificates for shares of Parent Common Stock, together with any dividends or distributions with respect thereto, are hereinafter referred to as the "Exchange Fund"). The Exchange Agent shall not be entitled to vote or exercise any rights of ownership with respect to the shares of Parent Common Stock held by it from time to time hereunder, except that it shall receive and hold all dividends or other distributions paid or distributed with respect to such shares for the account of the persons entitled thereto. (b) As soon as reasonably practicable after the Effective Time Time, and in any event within three (3) Business Days following provided that the Closing DateCompany has delivered, or caused to be delivered, to the Exchange Agent all information which is necessary for the Exchange Agent to perform its obligations as specified herein, the Surviving Corporation or Parent Exchange Agent shall cause the Paying Agent to mail to each holder of record of a Certificate whose shares of Company Common Stock were converted into the right to receive the Merger Consideration pursuant to Section 2.01(c)or Certificates who has not previously surrendered such Certificate or Certificates with an Election Form, (i) a form of letter of transmittal (which shall include an accompanying IRS Form W-9 or the applicable IRS Form W-8, shall specify that delivery shall be effected effected, and risk of loss and title to the Certificates held by such person shall pass pass, only upon proper delivery of the Certificates to the Paying Exchange Agent, and shall be in a customary form and have such other customary provisions as Parent may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the Merger Consideration. Notwithstanding Consideration into which the foregoing, any holder of shares of Company Common Stock held in book-entry form shall not be required to deliver a represented by such Certificate or an executed letter of transmittal to receive the Merger Consideration Certificates shall have been converted pursuant to Section 2.01(c) in respect thereof Sections 3.01 and shall, upon receipt 3.02 of an “agent’s message” in customary form at the Effective Time (or such other customary evidence, if any, as the Paying Agent may reasonably request) be deemed to have surrendered the Certificate with respect to such shares of Company Common Stock held in book-entry formthis Agreement. Upon proper surrender (or deemed surrender) of a Certificate for cancelation exchange and cancellation to the Paying Agent or to such other agent or agents as may be appointed by P▇▇▇▇▇Exchange Agent, together with such a properly completed letter of transmittal, duly completed and validly executed, as applicable, and such other documents as may reasonably be required by the Paying Agent, the holder of such Certificate shall be entitled to receive in exchange therefor therefor, as applicable, (i) a certificate representing that number of shares of Parent Common Stock (if any) to which such former holder of Company Common Stock shall have become entitled pursuant to this Agreement, (ii) a check representing that amount of cash (if any) to which such former holder of Company Common Stock shall have become entitled pursuant to this Agreement and/or (iii) a check representing the amount of cash equal to the Merger Consideration that (if any) payable in lieu of a fractional share of Parent Common Stock which such former holder has the right to receive in respect of the Certificate surrendered pursuant to Section 2.01(c)this Agreement, and the Certificate so surrendered shall forthwith be canceledcancelled. In Until surrendered as contemplated by this Section 3.03(b), each Certificate (other than Certificates representing Treasury Stock or Dissenting Shares) shall be deemed at any time after the event Effective Time to represent only the right to receive upon such surrender the Merger Consideration provided in Sections 3.01 and 3.02 and any unpaid dividends and distributions thereon as provided in paragraph (c) of this Section 3.03. No interest shall be paid or accrued on any cash constituting Merger Consideration (including any cash in lieu of fractional shares) and any unpaid dividends and distributions, if any, payable to holders of Certificates. (c) No dividends or other distributions with a record date after the Effective Time with respect to Parent Common Stock shall be paid to the holder of any unsurrendered Certificate until the holder thereof shall surrender such Certificate in accordance with this Section 3.03. After the surrender of a transfer Certificate in accordance with this Section 3.03, the record holder thereof shall be entitled to receive any such dividends or other distributions, without any interest thereon, which theretofore had become payable with respect to shares of ownership Parent Common Stock represented by such Certificate. (d) The Exchange Agent and Parent, as the case may be, shall not be obligated to deliver cash and/or a certificate or certificates representing shares of Parent Common Stock to which a holder of Company Common Stock that is not registered in the stock transfer books of the Company, payment would otherwise be entitled as a result of the Merger Consideration until such holder surrenders the Certificate or Certificates representing the shares of Company Common Stock for exchange as provided in this Section 3.03, or, in default thereof, an appropriate affidavit of loss and indemnity agreement and/or a bond in an amount as may be required in each case by Parent. If any certificates evidencing shares of Parent Common Stock are to be issued in a name other than that in which the Certificate evidencing Company Common Stock surrendered in exchange therefor may is registered, it shall be made to a person other than condition of the person in whose name issuance thereof that the Certificate so surrendered is registered, if such Certificate shall be properly endorsed or accompanied by an executed form of assignment separate from the Certificate and otherwise be in proper form for transfer, transfer and that the person requesting such payment shall exchange pay to the Exchange Agent any transfer or other taxes tax required by reason of the payment to issuance of a person certificate for shares of Parent Common Stock in any name other than that of the registered holder of such the Certificate surrendered or otherwise establish to the satisfaction of the Surviving Corporation Exchange Agent that such tax has been paid or is not applicable. No interest payable. (e) At and after the Effective Time, the stock transfer books of the Company shall be paid or closed and there shall accrue be no transfers on the stock transfer books of the Company of the shares of Company Stock which were issued and outstanding immediately prior to the Effective Time. At the Effective Time, holders of Company Stock shall cease to be, and shall have no rights as, shareholders of the Company other than to receive the consideration provided under this Article III. On or after the Effective Time, any Certificates presented to Parent or the Exchange Agent shall be cancelled and exchanged for certificates representing shares of Parent Common Stock and/or the payment of cash payable upon surrender as provided herein, subject to applicable law in the case of Dissenting Shares. (f) Any portion of the Exchange Fund that remains unclaimed by the shareholders of the Company for six months after the Effective Time (as well as any proceeds from any investment thereof) shall be delivered by the Exchange Agent to Parent. Any shareholders of Company who have not theretofore complied with Section 3.03(b) shall thereafter look only to Parent for the Merger Consideration deliverable in respect of each share of Company Common Stock such shareholder holds as determined pursuant to this Agreement, in each case without any interest thereon. If outstanding Certificates for shares of Company Common Stock are not surrendered or the payment for them is not claimed prior to the date on which such shares of Parent Common Stock or cash would otherwise escheat to or become the property of any governmental unit or agency, the unclaimed items shall, to the extent permitted by abandoned property and any other applicable law, become the property of Parent (and to the extent not in its possession shall be delivered to it), free and clear of all claims or interest of any Person previously entitled to such property. Neither the Exchange Agent nor any party to this Agreement shall be liable to any holder of stock represented by any Certificate for any consideration paid to a public official pursuant to applicable abandoned property, escheat or similar laws. Parent and the Exchange Agent shall be entitled to rely upon the stock transfer books of the Company to establish the identity of those persons entitled to receive the Merger Consideration specified in this Agreement, which books shall be conclusive with respect thereto. In the event of a dispute with respect to ownership of stock represented by any Certificate, Parent and the Exchange Agent shall be entitled to deposit any Merger Consideration represented thereby in escrow with an independent third party and thereafter be relieved with respect to any claims thereto. (g) Parent (through the Exchange Agent, if applicable) shall be entitled to deduct and withhold from any amounts otherwise payable pursuant to this Agreement to any holder of shares of Company Common Stock such amounts as Parent is required to deduct and withhold under applicable law. Any amounts so withheld shall be treated for all purposes of this Agreement as having been paid to the holder of Company Common Stock in respect of which such deduction and withholding was made by Parent. (h) Notwithstanding any other provision of this Agreement to the contrary, Certificates surrendered for exchange by any Company Affiliate shall not be exchanged for certificates representing shares of Parent Common Stock to which such Company Affiliate may be entitled pursuant to the terms of this Agreement until Parent has received a written agreement from such person as specified in Section 6.07.

Exchange Procedures. (a) As soon as reasonably practicable of the Effective Time of the Merger, GBB shall have deposited with the Exchange Agent for the benefit of the holders of shares of Coast Stock, for exchange in accordance with this Section 2.5 through the Exchange Agent, certificates representing the shares of GBB Stock issuable pursuant to Section 2.2 in exchange for shares of Coast Stock outstanding immediately prior to the Effective Time of the Merger, and funds in an amount not less than the amount of cash payable in lieu of fractional shares of GBB Stock which would otherwise be issuable in connection with Section 2.2 hereof but for the operation of Section 2.4 of this Agreement (collectively, the "Exchange Fund"). (b) GBB shall direct the Exchange Agent to mail, promptly after the Effective Time and in any event within three (3) Business Days following of the Closing DateMerger, the Surviving Corporation or Parent shall cause the Paying Agent to mail to each holder of record of a Certificate certificate or certificates which immediately prior to the Effective Time of the Merger represented outstanding shares of Coast Stock (the "Certificates") whose shares of Company Common Stock were converted into the right to receive the Merger Consideration shares of GBB Stock pursuant to Section 2.01(c)2.2 hereof, (i) a form of letter of transmittal (which shall include an accompanying IRS Form W-9 or the applicable IRS Form W-8, shall specify that delivery shall be effected effected, and risk of loss and title to the Certificates held by such person shall pass pass, only upon proper delivery of the Certificates to the Paying Agent, Exchange Agent and shall be in a customary such form and have such other customary provisions as Parent GBB and Coast may reasonably specify) ), and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the Merger Consideration. Notwithstanding the foregoing, any holder of certificates representing shares of Company Common Stock held in book-entry form shall not be required to deliver a Certificate or an executed letter of transmittal to receive the Merger Consideration pursuant to Section 2.01(c) in respect thereof and shall, upon receipt of an “agent’s message” in customary form at the Effective Time (or such other customary evidence, if any, as the Paying Agent may reasonably request) be deemed to have surrendered the Certificate with respect to such shares of Company Common Stock held in book-entry formGBB Stock. Upon surrender (or deemed surrender) of a Certificate for cancelation cancellation to the Paying Exchange Agent or to such other agent or agents as may be appointed by P▇▇▇▇▇GBB, together with such letter of transmittal, duly completed and validly executed, as applicable, and such other documents as may reasonably be required by the Paying Agent, the holder of such Certificate shall be entitled to receive in exchange therefor the amount a certificate representing that number of whole shares of GBB Stock and cash equal to the Merger Consideration that in lieu of fractional shares which such holder has the right to receive pursuant to Section 2.01(c)Sections 2.2 and 2.4 hereof, and the Certificate so surrendered shall forthwith be canceled. In the event of a certificate is surrendered representing Coast Stock, the transfer of ownership of Company Common Stock that which is not registered in the transfer records of Coast, a certificate representing the proper number of shares of GBB Stock may be issued to a transferee if the Certificate representing such Coast Stock is presented to the Exchange Agent, accompanied by all documents required to evidence and effect such transfer and by evidence that any applicable stock transfer taxes have been paid. Until surrendered as contemplated by this Section 2.5, each Certificate shall be deemed at any time after the Effective Time of the Merger to represent only the right to receive upon such surrender the certificate representing shares of GBB Stock and cash in lieu of any fractional shares of stock as contemplated by this Section 2.5. Notwithstanding anything to the contrary set forth herein, if any holder of shares of Coast should be unable to surrender the Certificates for such shares, because they have been lost or destroyed, such holder may deliver in lieu thereof a bond in form and substance and with surety reasonably satisfactory to GBB and shall be entitled to receive the certificate representing the proper number of shares of GBB Stock and cash in lieu of fractional shares in accordance with Sections 2.2 and 2.4 hereof. (c) No dividends or other distributions declared or made with respect to GBB Stock with a record date after the Effective Time of the Merger shall be paid to the holder of any unsurrendered Certificate with respect to the shares of GBB Stock represented thereby and no cash payment in lieu of fractional shares shall be paid to any such holder pursuant to Section 2.4 until the holder of record of such Certificate shall surrender such Certificate. Subject to the effect of applicable laws, following surrender of any such Certificate, there shall be paid to the record holder of the certificates representing whole shares of GBB Common Stock issued in exchange thereof, without interest, (i) at the time of such surrender, the amount of any cash payable in lieu of a fractional share of GBB Stock to which such holder is entitled pursuant to Section 2.4 and the amount of dividends or other distributions with a record date after the Effective Time of the Merger theretofore paid with respect to such whole shares of GBB Stock, and (ii) at the appropriate payment date, the amount of dividends or other distributions with a record date after the Effective Time of the Merger but prior to surrender and a payment date subsequent to surrender payable with respect to such whole shares of GBB Stock. (d) All shares of GBB Stock issued upon the surrender for exchange of Coast Stock in accordance with the terms hereof (including any cash paid pursuant to Section 2.4) shall be deemed to have been issued in full satisfaction of all rights pertaining to such shares of Coast Stock, and there shall be no further registration of transfers on the stock transfer books of the CompanySurviving Corporation of the shares of Coast Stock which were outstanding immediately prior to the Effective Time of the Merger. If, payment after the Effective Time of the Merger, Certificates are presented to GBB for any reason, they shall be canceled and exchanged as provided in this Agreement. (e) Any portion of the Exchange Fund which remains undistributed to the shareholders of Coast following the passage of six months after the Effective Time of the Merger Consideration shall be delivered to GBB, upon demand, and any shareholders of Coast who have not theretofore complied with this Section 2.5 shall thereafter look only to GBB for payment of their claim for GBB Stock, any cash in exchange therefor may lieu of fractional shares of GBB Stock and any dividends or distributions with respect to GBB Stock. (f) Neither GBB nor Coast shall be made liable to any holder of shares of Coast Stock for such shares (or dividends or distributions with respect thereto) or cash from the Exchange Fund delivered to a person other than public official pursuant to any applicable abandoned property, escheat or similar law. (g) The Exchange Agent shall not be entitled to vote or exercise any rights of ownership with respect to the person in whose name the Certificate so surrendered is registeredshares of GBB Stock held by it from time to time hereunder, if such Certificate except that it shall be properly endorsed or otherwise be in proper form for transfer, receive and the person requesting such payment shall pay any transfer hold all dividends or other taxes required by reason distributions paid or distributed with respect to such shares of GBB Stock for the account of the payment to Persons entitled thereto. (h) Certificates surrendered for exchange by any Person constituting an "Affiliate" of Coast for purposes of Rule 145(c) under the Securities Act shall not be exchanged for certificates representing whole shares of GBB Stock until GBB has received a written agreement from such person other than the registered holder of such Certificate or establish to the satisfaction of the Surviving Corporation that such tax has been paid or is not applicable. No interest shall be paid or shall accrue on the cash payable upon surrender of any Certificateas provided in Section 6.9.

Exchange Procedures. (i) As soon promptly as reasonably practicable after following the Effective Time and (but in any no event within three later than two (32) Business Days following the Closing Datethereafter), the Surviving Corporation or Parent Entity shall cause the Paying Exchange Agent to mail (and to make available for collection by hand) to each holder of record of a Certificate whose shares of Company Common Stock were converted into the right to receive the Merger Consideration pursuant to Section 2.01(c), (iA) a form of letter of transmittal (a “Letter of Transmittal”), which shall include an accompanying IRS Form W-9 or the applicable IRS Form W-8, shall specify that delivery shall be effected effected, and risk of loss and title to the Certificates held by such person shall pass only upon proper delivery of the Certificates (or affidavits of loss in lieu thereof) to the Paying Exchange Agent, and which Letter of Transmittal shall be in a customary such form and have such other customary provisions as the Company and Parent may reasonably specify) agree upon, and (iiB) instructions for use in effecting the surrender of the Certificates in exchange for the Merger Consideration. Notwithstanding Consideration into which the foregoing, any holder number of shares of Company Common Stock held previously represented by such Certificate shall have been converted pursuant to this Agreement, together with any amounts payable in book-entry form respect of dividends or other distributions on shares of Parent Common Stock in accordance with Section 3.2(d) (which instructions shall not provide that, at the election of the surrendering holder, (1) Certificates may be required to deliver a Certificate surrendered by hand delivery or an executed letter of transmittal to receive otherwise or (2) the Merger Consideration pursuant to Section 2.01(c) in exchange therefor, together with any amounts payable in respect thereof and shall, upon receipt of an “agent’s message” in customary form at the Effective Time (dividends or such other customary evidence, if any, as the Paying Agent may reasonably request) be deemed to have surrendered the Certificate with respect to such distributions on shares of Company Parent Common Stock held in book-entry form. accordance with Section 3.2(d), may be collected by check or wire transfer to the surrendering holder). (ii) Upon surrender (or deemed surrender) of a Certificate for cancelation (or affidavit of loss in lieu thereof) to the Paying Agent or to such other agent or agents as may be appointed by P▇▇▇▇▇Exchange Agent, together with such letter a Letter of transmittal, Transmittal duly completed and validly executed, as applicableexecuted in accordance with the instructions thereto, and such other documents as may reasonably be required by the Paying Exchange Agent, the holder of such Certificate shall be entitled to receive in exchange therefor the Merger Consideration for each share of Company Common Stock formerly represented by such Certificate pursuant to the provisions of this Article III plus a check or wire transfer representing the amount of cash equal such holder is entitled to the Merger Consideration receive in lieu of fractional shares of Parent Common Stock that such holder has the right to receive pursuant to the provisions of Section 2.01(c3.1(b) and any amounts that such holder has the right to receive in respect of dividends or other distributions on shares of Parent Common Stock in accordance with Section 3.2(d), to be mailed or delivered by wire transfer, within two (2) Business Days following the later to occur of (A) the Effective Time or (B) the Exchange Agent’s receipt of such Certificate (or affidavit of loss in lieu thereof), and the Certificate (or affidavit of loss in lieu thereof) so surrendered shall be forthwith cancelled. The Exchange Agent shall accept such Certificates (or affidavits of loss in lieu thereof) upon compliance with such reasonable terms and conditions as the Exchange Agent may impose to effect an orderly exchange thereof in accordance with customary exchange practices. Until surrendered as contemplated by this Section 3.2, each Certificate shall be deemed, at any time after the Effective Time, to represent only the right to receive, upon such surrender, the Merger Consideration as contemplated by this Article III. No interest shall be paid or accrued for the benefit of holders of the Certificates on the Merger Consideration payable upon the surrender of the Certificates. (iii) As promptly as practicable following the Effective Time (but in no event later than two (2) Business Days thereafter), the Surviving Entity shall cause the Exchange Agent (A) to issue to each holder of Book-Entry Shares that number of uncertificated shares of Parent Common Stock that such holder is entitled to receive pursuant to Section 3.1(b) in respect of such Book-Entry Shares, and (B) to issue and deliver to each holder of Book-Entry Shares a check or wire transfer for any amounts payable in respect of dividends or other distributions on shares of Parent Common Stock in accordance with Section 3.2(d) and any other amount such holder is entitled to receive in lieu of fractional shares of Parent Common Stock that such holder has the right to receive pursuant to the provisions of Section 3.1(b), in each case without such holder being required to deliver a Certificate or an executed Letter of Transmittal to the Exchange Agent, and such Book-Entry Shares shall then be canceled. No interest shall be paid or accrued for the benefit of holders of Book-Entry Shares on the Merger Consideration payable in respect of the Book-Entry Shares. (iv) In the event of a transfer of ownership of shares of Company Common Stock that is not registered in the stock transfer books records of the Company, it shall be a condition of payment of that any Certificate surrendered in accordance with the Merger Consideration procedures set forth in exchange therefor may be made to a person other than the person in whose name the Certificate so surrendered is registered, if such Certificate this Section 3.2(c) shall be properly endorsed or shall be otherwise be in proper form for transfer, or any Book-Entry Share shall be properly transferred, and that the person Person requesting such payment shall pay have paid any transfer or Taxes and other taxes Taxes required by reason of the payment of the Merger Consideration to a person Person other than the registered holder of such the Certificate or establish Book-Entry Share surrendered or shall have established to the reasonable satisfaction of the Surviving Corporation Parent that such tax Tax either has been paid or is not applicable. No interest shall be paid or shall accrue on the cash payable upon surrender of any Certificate.

Exchange Procedures. As soon as reasonably practicable No later than five (5) days after the Effective Time and in any event within three (3) Business Days following the Closing DateTime, the Surviving Corporation or Parent Exchange Agent shall cause the Paying Agent to mail to each holder of record of a Certificate whose shares of Company Common Stock certificate or certificates which immediately prior to the Effective Time represented outstanding Shares which were converted into the right to receive the Merger Consideration shares of Acquiror Common Stock pursuant to Section 2.01(c1.6 (a "Certificate" or "Certificates"), (i) a form of letter of transmittal (which shall include an accompanying IRS Form W-9 or the applicable IRS Form W-8, shall specify that delivery shall be effected and risk of loss and title to the Certificates held by such person shall pass only upon proper delivery of the Certificates to the Paying Agent, and shall be in a customary form and have such other customary provisions as Parent may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the Merger Consideration. Notwithstanding the foregoing, any holder of certificates representing shares of Company Acquiror Common Stock held in book-entry form shall not be required to deliver a Certificate or an executed letter of transmittal to receive the Merger Consideration pursuant to Section 2.01(c) in respect thereof and shall, upon receipt of an “agent’s message” in customary form at the Effective Time (or such other customary evidence, if any, as the Paying Agent may reasonably request) be deemed to have surrendered the Certificate with respect to such shares of Company Common Stock held in book-entry formStock. Upon surrender (or deemed surrender) of a Certificate for cancelation cancellation to the Paying Exchange Agent or to such other agent or agents as may be appointed by P▇▇▇▇▇, together with such letter of transmittal, duly completed and validly executed, as applicable, and such other documents as may reasonably be required by the Paying Agent, the holder of such Certificate shall be entitled to receive in exchange therefor the amount a certificate representing that number of cash equal to the Merger Consideration that whole shares of Acquiror Common Stock which such holder has the right to receive in respect of the Certificate surrendered pursuant to Section 2.01(cthe provisions of this Article I (after taking into account all Shares then held by such holder), and the Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of Company Common Stock that Shares which is not registered in the stock transfer books records of the Company, payment a certificate representing the proper number of shares of Acquiror Common Stock may be issued to a transferee if the Merger Consideration Certificate representing such Shares is presented to the Exchange Agent, accompanied by all documents required to evidence and effect such transfer and by evidence that any applicable stock transfer taxes have been paid. In the event any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming such Certificate to be lost, stolen or destroyed and the posting by such person of a bond in exchange therefor such amount as the Acquiror may reasonably direct as indemnity against any claim that may be made against it or the Exchange Agent with respect to such Certificate, the Exchange Agent will issue in exchange for such lost, stolen or destroyed Certificate a person other than certificate representing the person in whose name the Certificate so proper number of shares of Acquiror Common Stock. Until surrendered is registeredas contemplated by this Section 1.8, if such each Certificate shall be properly endorsed or otherwise be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the certificate representing shares of Acquiror Common Stock, dividends, cash in proper form for transfer, and the person requesting such payment shall pay any transfer or other taxes required by reason of the payment to a person other than the registered holder of such Certificate or establish to the satisfaction of the Surviving Corporation that such tax has been paid or is not applicable. No interest shall be paid or shall accrue on the cash payable upon surrender lieu of any Certificatefractional shares of Acquiror Common Stock as contemplated by Section 1.8(e) and other distributions as contemplated by Section 1.8(c).

Exchange Procedures. As soon as reasonably practicable Promptly after the Effective Time and in any event within three (3) Business Days following of the Closing DateCompany Merger, the Surviving Corporation or Parent shall cause the Paying Exchange Agent to mail to each holder of record (as of the Effective Time of the Company Merger) of a Certificate whose certificate or certificates (the “Certificates”) which immediately prior to the Effective Time of the Company Merger represented outstanding shares of the Company Common Stock whose shares were converted into the right to receive the Merger Consideration shares of Parent Common Stock pursuant to Section 2.01(c1.9(a), cash in lieu of any fractional shares pursuant to Section 1.9(f) and any dividends or other distributions pursuant to Section 1.11(d): (i) a form of letter of transmittal (which shall include an accompanying IRS Form W-9 or the applicable IRS Form W-8, shall specify that delivery shall be effected effected, and risk of loss and title to the Certificates held by such person shall pass pass, only upon proper delivery of the Certificates to the Paying Agent, Exchange Agent and shall be in a customary such form and have such other customary provisions as Parent may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the Merger Consideration. Notwithstanding the foregoing, any holder of certificates representing whole shares of Company Parent Common Stock held Stock, cash in book-entry form shall not be required to deliver a Certificate or an executed letter lieu of transmittal to receive the Merger Consideration any fractional shares pursuant to Section 2.01(c1.9(f) in respect thereof and shall, upon receipt of an “agent’s message” in customary form at the Effective Time (any dividends or such other customary evidence, if any, as the Paying Agent may reasonably request) be deemed distributions pursuant to have surrendered the Certificate with respect to such shares of Company Common Stock held in book-entry formSection 1.11(d). Upon surrender (or deemed surrender) of a Certificate Certificates for cancelation cancellation to the Paying Exchange Agent or to such other agent or agents as may be appointed by P▇▇▇▇▇Parent, together with such letter of transmittal, duly completed and validly executed, as applicable, executed in accordance with the instructions thereto and such other documents as may reasonably be required by the Paying Exchange Agent, the holder of such Certificate Certificates shall be entitled to receive in exchange therefor the amount number of cash equal whole shares of Parent Common Stock (after taking into account all Certificates surrendered by such holder) to the Merger Consideration that which such holder is entitled pursuant to Section 1.9(a), payment in lieu of fractional shares which such holder has the right to receive pursuant to Section 2.01(c1.9(f) and any dividends or distributions payable pursuant to Section 1.11(d), and the Certificate Certificates so surrendered shall forthwith be canceled. In Until so surrendered, outstanding Certificates will be deemed from and after the event Effective Time of a transfer of the Company Merger, for all corporate purposes, to evidence the ownership of the number of full shares of Parent Common Stock into which such shares of the Company Common Stock that is not registered shall have been so converted and the right to receive an amount in the stock transfer books cash in lieu of the Company, payment of the Merger Consideration in exchange therefor may be made to a person other than the person in whose name the Certificate so surrendered is registered, if such Certificate shall be properly endorsed or otherwise be in proper form for transfer, and the person requesting such payment shall pay any transfer or other taxes required by reason of the payment to a person other than the registered holder of such Certificate or establish to the satisfaction of the Surviving Corporation that such tax has been paid or is not applicable. No interest shall be paid or shall accrue on the cash payable upon surrender issuance of any Certificatefractional shares in accordance with Section 1.9(f) and any dividends or distributions payable pursuant to Section 1.11(d).

Exchange Procedures. (a) Prior to the Effective Time, Acquiror shall designate a bank or trust company to act as agent for the holders of Shares(the "Exchange Agent") to receive the funds to which holders of such Shares shall become entitled pursuant to Section 4.1(a). At the Effective Time, Acquiror shall transfer to the Exchange Agent by wire transfer to such account as the Exchange Agent shall direct prior to the Effective Time the aggregate amount to be paid to the holders of Shares pursuant to Section 4.1(a) (the "Exchange Fund"). The Exchange Agent shall, pursuant to irrevocable instructions, deliver the Merger Consideration pursuant to Section 4.1 out of the Exchange Fund as provided herein. (b) As soon as reasonably practicable after the Effective Time and in any event within three (3) Business Days following the Closing DateTime, the Surviving Corporation or Parent Exchange Agent shall cause the Paying Agent to mail to each holder of record of a Certificate whose shares of Company Common Stock were converted into Shares immediately prior to the right to receive the Merger Consideration Effective Time (excluding any Shares which will be canceled pursuant to Section 2.01(c), 4.1(b) or which are subject to Section 4.3) (i) a form of letter of transmittal (the "Letter of Transmittal") (which shall include an accompanying IRS Form W-9 or the applicable IRS Form W-8, shall specify that delivery shall be effected effected, and risk of loss and title to the Company Certificates held by such person shall pass pass, only upon proper delivery of the such Company Certificates to the Paying Agent, Exchange Agent and shall be in a customary such form and have such other customary provisions as Parent may reasonably Acquiror shall specify) and (ii) instructions for use in effecting the surrender of the Company Certificates in exchange for the Merger Consideration. Notwithstanding the foregoing, any holder of shares of Company Common Stock held in book-entry form shall not be required to deliver a Certificate or an executed letter of transmittal to receive the Merger Consideration pursuant to Section 2.01(c) in respect thereof and shall, upon receipt of an “agent’s message” in customary form at the Effective Time (or such other customary evidence, if any, as the Paying Agent may reasonably request) be deemed to have surrendered the Certificate with respect to such shares of Company Common Stock held in book-entry form. the Shares formerly represented thereby. (c) Upon surrender (or deemed surrender) of a Company Certificate for cancelation cancellation to the Paying Agent or to such other agent or agents as may be appointed by P▇▇▇▇▇Exchange Agent, together with such letter the Letter of transmittalTransmittal, duly completed and validly executed, as applicable, and such other documents as may Acquiror or the Exchange Agent shall reasonably be required by the Paying Agentrequest, the holder of such Company Certificate shall be entitled to receive in exchange therefor the amount of cash equal to the Merger Consideration that such holder has for each Share represented thereby in exchange therefor. Until surrendered as contemplated by this Section 4.2, each Company Certificate shall be deemed at any time after the Effective Time to represent only the right to receive the Merger Consideration with respect to the Shares formerly represented thereby. No interest will be paid or will accrue on any amount payable in cash pursuant to Section 2.01(c4.1(a). Upon surrender of a Company Certificate, and the such Company Certificate so surrendered shall forthwith be canceled. In . (d) If payment in respect of Shares surrendered to the event of a transfer of ownership of Company Common Stock that Exchange Agent is not registered in the stock transfer books of the Company, payment of the Merger Consideration in exchange therefor may to be made to a person other than the person in whose name the Certificate so a surrendered certificate is registered, if it shall be a condition to such Certificate payment that the certificate so surrendered shall be properly endorsed or shall be otherwise be in proper form for transfer, transfer and that the person requesting such payment shall pay have paid any transfer or and other taxes required by reason of the such payment to a person other than the registered holder of such Certificate or establish shall have established to the satisfaction of the Surviving Corporation or the Exchange Agent that such tax has taxes either have been paid or is are not applicablepayable. (e) At the Effective Time, the stock transfer books of the Company shall be closed and there shall be no further registration of transfers of shares of Common Stock thereafter on the records of the Company. From and after the Effective Time, the holders of certificates evidencing ownership of shares of Common Stock outstanding immediately prior to the Merger shall cease to have any rights as stockholders of the Company or otherwise with respect to such shares, except as otherwise provided herein or by law. No interest dividends or other distribution declared after the Effective Time with respect to any shares of capital stock of the Company or the Surviving Corporation shall be paid to the holder of any unsurrendered certificate or certificates formerly representing shares of Common Stock. (f) Notwithstanding anything to the contrary in this Agreement, and subject to Section 4.2(g), none of the Exchange Agent, the Surviving Corporation or any party hereto shall be liable to a holder of a certificate or certificates formerly representing shares of Common Stock for any amount properly paid to a public official pursuant to any applicable property, escheat or similar law. (g) Promptly following the date of the first anniversary of the Effective Time, the Exchange Agent shall return to the Surviving Corporation all cash in its possession relating to the transactions described in this Agreement, and the Exchange Agent's duties shall terminate. Thereafter, each holder of a certificate formerly representing Shares may surrender such certificates to the Surviving Corporation and (subject to applicable abandoned property, escheat and similar law) receive in exchange therefor cash in accordance with Section 4.1(a) hereof, without any interest thereon. If any Company Certificates shall not have been surrendered prior to seven years after the Effective Time (or, immediately prior to such earlier date on which any Merger Consideration in respect of such Company Certificates would otherwise escheat to or become the property of any governmental authority), any such Merger Consideration in respect of the Shares represented by such Company Certificates shall, to the extent permitted by applicable laws, become the property of Acquiror. (h) In the event that any Company Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person claiming such Company Certificate to be lost, stolen or destroyed and, if required by Acquiror, the posting by such Person of a bond in such reasonable amount as Acquiror may direct and/or an indemnification agreement as indemnity against any claim that may be made against it with respect to such Company Certificate, the Exchange Agent (or Acquiror, as the case may be) will issue in exchange for such lost, stolen or destroyed Company Certificate the Merger Consideration deliverable in respect of the Shares represented thereby pursuant to this Agreement. (i) Acquiror shall be entitled to, or shall accrue on be entitled to cause the cash Exchange Agent to, deduct and withhold from the consideration otherwise payable upon surrender pursuant to this Agreement to any holder of Shares such amounts as are required to be deducted and withheld with respect to the making of such payment under the Code, or any Certificateprovision of state, local or foreign tax law. To the extent that amounts are so withheld by Acquiror or the Exchange Agent, as the case may be, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the holder of the Shares in respect of which such deduction and withholding was made by Acquiror or the Exchange Agent and such sums shall be remitted by Acquiror to the appropriate taxing authorities.

Exchange Procedures. As soon as reasonably practicable On or promptly following the Effective Time but in any event no later than five (5) Business Days after the Effective Time and Time, Parent shall mail a letter of transmittal in any event within three (3) Business Days following to each Stockholder at the Closing Dateaddress set forth opposite each such Stockholder’s name on the Payment Schedule. After receipt of such letter of transmittal, the Surviving Corporation or Parent shall cause Stockholders will surrender the Paying Agent to mail to each holder of record of a Certificate whose certificates representing their shares of Company Common Capital Stock were converted into (the right to receive the Merger Consideration pursuant to Section 2.01(c), (i“Company Stock Certificates”) a form of letter of transmittal (which shall include an accompanying IRS Form W-9 or the applicable IRS Form W-8, shall specify that delivery shall be effected and risk of loss and title to the Certificates held by such person shall pass only upon proper delivery Parent for cancellation together with a duly completed and validly executed Letter of the Certificates to the Paying Agent, and shall be in a customary form and have such other customary provisions as Parent may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the Merger Consideration. Notwithstanding the foregoing, any holder of shares of Company Common Stock held in book-entry form shall not be required to deliver a Certificate or an executed letter of transmittal to receive the Merger Consideration pursuant to Section 2.01(c) in respect thereof and shall, upon receipt of an “agent’s message” in customary form at the Effective Time (or such other customary evidence, if any, as the Paying Agent may reasonably request) be deemed to have surrendered the Certificate with respect to such shares of Company Common Stock held in book-entry formTransmittal. Upon surrender (or deemed surrender) of a Company Stock Certificate for cancelation cancellation to the Paying Agent or to such other agent or agents as may be appointed by P▇▇▇▇▇Parent, together with such letter of transmittal, if any, duly completed and validly executedexecuted in accordance with the instructions thereto, as applicable, and such other documents as may reasonably be required by subject to the Paying Agentterms of Section 1.9(c) hereof, the holder of such Company Stock Certificate shall be entitled to receive from the Parent in exchange therefor the amount of cash equal to the therefor, Merger Consideration that to which such holder has is entitled pursuant to Section 1.6 hereof, and the Company Stock Certificate so surrendered shall be cancelled. Until so surrendered, each Company Stock Certificate outstanding after the Effective Time will be deemed, for all corporate purposes thereafter, to evidence only the right to receive pursuant to Section 2.01(c), and the Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of Company Common Stock that is not registered in the stock transfer books of the Company, payment applicable portion of the Merger Consideration pursuant to Section 1.6 hereof in exchange therefor may be made to a person other than for shares of Company Capital Stock (without interest) into which such shares of Company Capital Stock shall have been so converted. No portion of the person in whose name the Certificate so surrendered is registeredMerger Consideration (including payments, if any, pursuant to Section 1.13, when payable) will be paid to the holder of any unsurrendered Company Stock Certificate with respect to shares of Company Capital Stock formerly represented thereby or issuable thereunder until the holder of record of such Company Stock Certificate shall be properly endorsed or otherwise be in proper form for transfer, and the person requesting surrender such payment shall pay any transfer or other taxes required by reason of the payment to a person other than the registered holder of such Company Stock Certificate or establish to the satisfaction of the Surviving Corporation that such tax has been paid or is not applicable. No interest shall be paid or shall accrue on the cash payable upon surrender of any Certificatepursuant hereto.

Exchange Procedures. As soon as reasonably practicable (i) Promptly after the Effective Time (and in any event within three (3) Business Days following the Closing Datethereafter), the Surviving Corporation or Parent Entity shall cause the Paying Exchange Agent to mail to each holder of record of Eligible Shares that are evidenced by a Company Certificate whose shares notice advising such holders of Company Common Stock were converted into the right to receive effectiveness of the Merger Consideration pursuant to Section 2.01(c)Merger, including (iA) a form of letter of appropriate transmittal (which shall include an accompanying IRS Form W-9 or the applicable IRS Form W-8, shall specify materials specifying that delivery shall be effected effected, and risk of loss and title to the Company Certificates held by such person shall pass pass, only upon proper delivery of the Company Certificates (or affidavits of loss in lieu of Company Certificates, as provided in Section 3.6) to the Paying Exchange Agent, and shall be in a customary form and have such other customary provisions as Parent may reasonably specify) and (iiB) instructions for use surrendering Company Certificates (or affidavits of loss in effecting lieu of Company Certificates, as provided in Section 3.6) to the surrender of the Certificates Exchange Agent in exchange for the Merger Consideration. Notwithstanding the foregoing, any holder cash in lieu of shares of Company fractional Parent Common Stock held in book-entry form shall not be required to deliver a Certificate or an executed letter of transmittal to receive the Merger Consideration pursuant to Section 2.01(c) in respect thereof and shall, upon receipt of an “agent’s message” in customary form at the Effective Time (or such other customary evidenceShares, if any, as to be issued or paid in consideration therefor, and any dividends or other distributions, in each case, to which such holders are entitled pursuant to the Paying Agent may reasonably request) terms of this Agreement. Payment of the Merger Consideration, cash in lieu of fractional Parent Common Shares, if any, to be deemed issued or paid in consideration therefor and any dividends or other distributions, in each case to have surrendered which such holders are entitled pursuant to the Certificate terms of this Agreement with respect to Company Book-Entry Shares, shall be made promptly following the Effective Time without any action on the part of the Person in whose name such shares Company Book-Entry Shares are registered. (ii) No interest will be paid or accrued on any amount payable upon due surrender of Eligible Shares, and any Company Certificate or ledger entry relating to Company Book-Entry Shares formerly representing Company Common Stock held in book-entry form. Upon surrender (or deemed surrender) of a Certificate for cancelation to the Paying Agent or to such other agent or agents as may be appointed by P▇▇▇▇▇, together with such letter of transmittal, duly completed and validly executed, as applicable, and such other documents as may reasonably be required by the Paying Agent, the holder of such Certificate shall be entitled to receive in exchange therefor the amount of cash equal to the Merger Consideration Shares that such holder has the right to receive pursuant to Section 2.01(c), and the Certificate have been so surrendered shall forthwith be canceled. cancelled by the Exchange Agent. (iii) In the event of a transfer of ownership of Company Common Stock certificated Eligible Shares that is not registered in the stock transfer books records of the Company, payment the number of whole Parent Common Shares that such holder is entitled to receive pursuant to Section 3.1(a), together with an amount (if any) of cash in immediately available funds (or, if no wire transfer instructions are provided, a check) (in each case, after deducting any required Tax withholdings as provided in Section 3.3) in lieu of fractional shares to be paid upon due surrender of the Company Certificate pursuant to Section 3.2(e) and any dividends or other distributions in respect thereof in accordance with Section 3.2(c), may be issued or paid to such a transferee if the Company Certificate formerly representing such Eligible Shares is presented to the Exchange Agent, accompanied by all documents required to evidence and effect such transfer and to evidence that any applicable transfer and other similar Taxes have been paid or are not payable, in each case, in form and substance reasonably satisfactory to the Exchange Agent and the Surviving Entity. Until surrendered as contemplated by this Section 3.2(b), each Company Certificate and Company Book-Entry Share shall be deemed at any time at or after the Effective Time to represent only the right to receive the Merger Consideration in exchange therefor may be made to a person other than the person accordance with this Article 3, any amount payable in whose name the Certificate so surrendered is registered, if such Certificate shall be properly endorsed or otherwise be cash in proper form for transferlieu of fractional shares in accordance with Section 3.2(e), and the person requesting such payment shall pay any transfer dividends or other taxes required by reason of the payment distributions payable pursuant to a person other than the registered holder of such Certificate or establish to the satisfaction of the Surviving Corporation that such tax has been paid or is not applicable. No interest shall be paid or shall accrue on the cash payable upon surrender of any CertificateSection 3.2(c), in each case without interest.

Exchange Procedures. As soon promptly as reasonably practicable after following the Effective Time and Time, but in any event within three no later than five (35) Business Days following the Closing Datethereafter, the Surviving Corporation or Parent Buyer shall cause the Paying Exchange Agent to mail to each holder of record of a Certificate whose shares of Company Common Stock Shares were converted into the right to receive the Merger Consideration pursuant to Section 2.01(c), 4.1(a) (i) a form of letter of transmittal (which shall include an accompanying IRS Form W-9 or the applicable IRS Form W-8, shall specify that delivery shall be effected effected, and that risk of loss and title to the Certificates held by such person shall pass pass, only upon proper delivery of the Certificates to the Paying Agent, Exchange Agent and shall be in a customary form and have such other customary provisions as Parent Buyer may reasonably specify) , and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the Merger Consideration. Notwithstanding the foregoing, any holder of shares of Company Common Stock held in book-entry form shall not be required to deliver a Certificate or an executed letter of transmittal to receive the Merger Consideration pursuant to Section 2.01(c) in respect thereof and shall, upon receipt of an “agent’s message” in customary form at the Effective Time (or such other customary evidence, if any, as the Paying Agent may reasonably request) be deemed to have surrendered the Certificate with respect to such shares of Company Common Stock held in book-entry form. Upon surrender (or deemed surrender) of a Certificate for cancelation cancellation to the Paying Exchange Agent or to such other agent or agents as may be appointed by P▇▇▇▇▇Buyer, together with such letter of transmittal, duly completed and validly executedexecuted (or, as applicableif such Company Shares are held in uncertificated, book-entry form, receipt of an “agent’s message” by the Exchange Agent (it being understood that any references herein to “Certificates” shall be deemed to include references to book-entry account statements relating to the ownership of Company Shares, provided that the holders of any book-entry shares shall not be required to surrender any Certificates in connection with the procedures set forth in this Article IV)), and such other documents as may reasonably be required by the Paying Exchange Agent, the holder of such Certificate shall be entitled to receive in exchange therefor the amount of cash equal to the Merger Consideration that such holder has the right to receive pursuant to Section 2.01(c4.1(a), and the Certificate so surrendered shall forthwith be canceledcancelled. In the event of a transfer of ownership of Company Common Stock Shares that is not registered in the stock transfer books records of the Company, payment of the Merger Consideration in exchange therefor may be made to a person Person other than the person Person in whose name the Certificate so surrendered is registeredregistered if, if upon presentation to the Exchange Agent, such Certificate shall be properly endorsed or otherwise be in proper form for transfer, transfer and the person Person requesting such payment shall pay any transfer or other taxes Taxes required by reason of the payment to a person Person other than the registered holder of such Certificate or establish to the satisfaction of the Surviving Corporation that such tax has Taxes have been paid or is are not applicable. No interest shall be paid or shall accrue on the cash payable upon surrender of any Certificate. 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 kind or nature.

Exchange Procedures. As soon as reasonably practicable Acquiror shall cause the Exchange Agent, promptly after the Company Merger Effective Time (and in any no event within three later than five (35) Business Days following the Closing DateCompany Merger Effective Time), the Surviving Corporation or Parent shall cause the Paying Agent to mail to each holder of record of a Certificate whose shares of certificate or certificates that immediately prior to the Company Common Merger Effective Time represented outstanding Company Shares (the “Company Stock Certificates”) that were converted into the right to receive the Merger Consideration pursuant to Section 2.01(c3.1(b), (i) a form of letter of transmittal (which shall include an accompanying IRS Form W-9 or the applicable IRS Form W-8, shall specify that delivery shall be effected and risk of loss and title to the Company Stock Certificates held by such person shall pass only upon proper delivery of the Company Stock Certificates to the Paying Agent, Exchange Agent and shall be in a customary such form and have such other customary provisions as Parent Acquiror and the Company may reasonably specify) and (ii) instructions for completion and use in effecting the surrender of the Company Stock Certificates in exchange for the Merger Consideration. Notwithstanding the foregoing, any holder of shares of Company Common Stock held in book-entry form shall not be required to deliver a Certificate or an executed letter of transmittal to receive the Merger Consideration pursuant to Section 2.01(c) in respect thereof and shall, upon receipt of an “agent’s message” in customary form at the Effective Time (or such other customary evidence, if any, as the Paying Agent may reasonably request) be deemed to have surrendered the Certificate with respect to such shares of Company Common Stock held in book-entry form. Upon surrender (or deemed surrender) of a Company Stock Certificate for cancelation cancellation to the Paying Agent or to such other agent or agents as may be appointed by P▇▇▇▇▇Exchange Agent, together with such letter of transmittal, transmittal duly completed and validly executed, as applicable, and such other documents as may reasonably be required by executed in accordance with the Paying Agentinstructions contained therein, the holder of such Company Stock Certificate shall be entitled to receive in exchange therefor an Acquiror Stock Certificate representing the amount number of cash equal to the Merger Consideration whole shares of Acquiror Shares that such holder has the right to receive pursuant to this Article III (together with payment of cash in lieu of fractional shares which such holder has the right to receive pursuant to Section 2.01(c), 3.2) and the Company Stock Certificate so surrendered shall forthwith be canceledcancelled. In the event of a transfer of ownership of Company Common Stock Shares that is not registered in the stock transfer books records of the Company, payment of the Merger Consideration in exchange therefor may be made issued to a person other than transferee of the person in whose name record holder of such Company Shares if the Company Stock Certificate so representing such Company Shares is presented to the Exchange Agent accompanied by all documents required to evidence and effect such transfer and by evidence that any applicable stock transfer taxes have been paid. Until surrendered is registeredas contemplated by this Section 3.4, if such each Company Stock Certificate shall be properly endorsed or otherwise be deemed at any time after the Company Merger Effective Time to represent only the right to receive upon such surrender the Merger Consideration provided for in proper form for transfer, and the person requesting such payment shall pay any transfer or other taxes required by reason of the payment to a person other than the registered holder of such Certificate or establish to the satisfaction of the Surviving Corporation that such tax has been paid or is not applicable. No interest shall be paid or shall accrue on the cash payable upon surrender of any CertificateSection 3.1(b).

Exchange Procedures. As soon as reasonably practicable Promptly after the Effective Time and in any event within three (3) Business Days following Time, AE shall instruct the Closing Date, the Surviving Corporation or Parent shall cause the Paying Escrow Agent to mail to each holder of record of a Certificate certificate or certificates (“Certificates”) which, immediately prior to the Effective Time, represented all outstanding shares of RTC Stock whose shares of Company Common Stock were converted into the right to receive the Merger Consideration shares of AE Stock pursuant to Section 2.01(c), Article 3: (i) a form of letter of transmittal in customary form (which shall include an accompanying IRS Form W-9 or the applicable IRS Form W-8, that shall specify that delivery shall be effected effected, and risk of loss and title to the Certificates held by such person shall pass pass, only upon proper delivery of the Certificates to the Paying Agent, Escrow Agent and shall be in a customary form and have contain such other customary provisions as Parent AE may reasonably specify) ); and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the Merger Consideration. Notwithstanding the foregoing, any holder of certificates representing shares of Company Common Stock held in book-entry form shall not be required to deliver a Certificate or an executed letter of transmittal to receive the Merger Consideration pursuant to Section 2.01(c) in respect thereof and shall, upon receipt of an “agent’s message” in customary form at the Effective Time (or such other customary evidence, if any, as the Paying Agent may reasonably request) be deemed to have surrendered the Certificate with respect to such shares of Company Common Stock held in book-entry formAE Stock. Upon surrender (or deemed surrender) of a Certificate Certificates for cancelation cancellation to the Paying Agent or to such other agent or agents as may be appointed by P▇▇▇▇▇Escrow Agent, together with such letter of transmittal, transmittal duly completed and validly executed, as applicableexecuted in accordance with the instructions thereto, and such other documents as may reasonably be required by the Paying Escrow Agent, the holder holders of such Certificate Certificates shall be entitled to receive in exchange therefor therefore certificates representing the amount number of cash equal to the Merger Consideration that whole shares of AE Stock (after aggregating all Certificates surrendered by such holder) into which such holder has the right is entitled pursuant to receive Article 3 and any dividends or distributions payable pursuant to Section 2.01(c4(d), and the Certificate . The 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 AE Stock into which such shares of RTC Stock shall have been so converted and any dividends or distributions payable pursuant to Section 4(d). No interest will be paid or accrued on any unpaid dividends or distributions payable to holders of Certificates. In the event of a transfer of ownership of Company Common shares of RTC Stock that is not registered in the transfer records of a RTC, a certificate representing the proper number of shares of AE Stock may be issued to a transferee if the Certificate representing such shares of RTC Stock is presented to the Escrow Agent, accompanied by all documents required to evidence and effect such transfer and by evidence that any applicable stock transfer books of the Company, payment of the Merger Consideration in exchange therefor may be made to a person other than the person in whose name the Certificate so surrendered is registered, if such Certificate shall be properly endorsed or otherwise be in proper form for transfer, and the person requesting such payment shall pay any transfer or other taxes required by reason of the payment to a person other than the registered holder of such Certificate or establish to the satisfaction of the Surviving Corporation that such tax has have been paid or is not applicable. No interest shall be paid or shall accrue on the cash payable upon surrender of any Certificatepaid.

Exchange Procedures. As soon as reasonably practicable Promptly after the Effective Time and in any event within three (3) Business Days following the Closing DateTime, the Surviving Corporation or Parent Exchange Agent shall cause the Paying Agent to mail to each holder of record of a Certificate Certificates and In the Money Company Warrants immediately prior to the Effective Time whose shares of Company Common Stock and/or In the Money Company Warrants were converted into the right to receive the Merger Consideration shares of Parent Common Stock pursuant to Section 2.01(c), (i) a form of letter of transmittal (which shall include an accompanying IRS Form W-9 or the applicable IRS Form W-8, shall specify that delivery shall be effected effected, and risk of loss and title to the Certificates held by such person and/or In the Money Company Warrants shall pass only upon proper delivery of the Certificates and/or In the Money Company Warrants, as applicable, to the Paying Exchange Agent, and which shall be in a customary such form and have such other customary provisions as Parent may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates and/or In the Money Company Warrants in exchange for the Merger Consideration. Notwithstanding the foregoing, any holder of certificates representing shares of Company Parent Common Stock held in book-entry form shall not be required to deliver a Certificate or an executed letter of transmittal to receive the Merger Consideration pursuant to Section 2.01(c) in respect thereof and shall, upon receipt of an “agent’s message” in customary form at the Effective Time (or such other customary evidence, if any, as the Paying Agent may reasonably request) be deemed to have surrendered the Certificate with respect to such shares of Company Common Stock held in book-entry formStock. Upon surrender (or deemed surrender) of a Certificate and/or In the Money Company Warrants for cancelation cancellation (or indemnity reasonably satisfactory to Parent and the Exchange Agent, if any of such Certificates and/or In the Money Company Warrants are lost, stolen or destroyed) to the Paying Exchange Agent or to such other agent or agents as may be appointed by P▇▇▇▇▇, together with such letter of transmittal, duly completed and validly executed, as applicable, and such other documents as may reasonably be required by the Paying Agent, the holder of such Certificate and/or In the Money Company Warrants shall be entitled to receive in exchange therefor the amount a certificate representing that number of cash equal to the Merger Consideration that whole shares of Parent Common Stock which such holder has the right to receive in respect of all Certificates and/or In the Money Company Warrants surrendered by such holder pursuant to Section 2.01(cthe provisions of this Article II (after taking into account all shares of Company Common Stock than held by such holder either directly or upon conversion of the In the Money Company Warrants in a cashless conversion), and the Certificate Certificates and/or In the Money Company Warrants, as applicable, so surrendered shall forthwith be canceledcancelled. In the event of a transfer of ownership of shares of Company Common Stock that and/or In the Money Company Warrants which is not registered in the stock transfer books records of the Company, payment a certificate representing the proper number of the Merger Consideration in exchange therefor shares of Parent Common Stock may be made issued to a person other than the person in whose name transferee if the Certificate so surrendered and/or In the Money Company Warrants, as applicable, is registeredpresented to the Exchange Agent, if accompanied by all documents required to evidence and effect such transfer and by evidence that any applicable stock transfer Taxes have been paid. Until surrender as contemplated by this Section 2.02(b), subject to the provisions of Section 6.02(h) (Dissenters Rights) each Certificate and In the Money Company Warrants, in each case, shall be properly endorsed or otherwise be in proper form for transfer, and deemed at any time after the person requesting such payment shall pay any transfer or other taxes required Effective Time to represent only the Parent Common Stock into which the shares of Company Common Stock represented by reason of the payment to a person other than the registered holder of such Certificate or establish In the Money Company Warrants have been converted as provided in this Article II and the right to the satisfaction of the Surviving Corporation that receive upon such tax has been paid or is not applicable. No interest shall be paid or shall accrue on the surrender cash payable upon surrender in lieu of any Certificatefractional shares of Parent Common Stock as contemplated by this Section 2.02(b).

Exchange Procedures. (a) As soon promptly as reasonably practicable after the Effective Time and in any event within three (3) Business Days following the Closing DateTime, the Surviving Corporation or Parent shall cause the Paying Exchange Agent to mail will send to each record holder of record of a Certificate whose or holder of shares of Uncertificated Company Common Stock were converted into the right to receive the Merger Consideration pursuant to Section 2.01(c(other than Excluded Shares), (i) a form of letter of transmittal (which shall include an accompanying IRS Form W-9 or the applicable IRS Form W-8, shall specify that delivery shall be effected effected, and risk of loss and title to the Certificates held by such person shall pass pass, only upon proper delivery of the Certificates to the Paying Agent, Exchange Agent and shall be in a customary form and have such other customary provisions as Parent may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates or Uncertificated Company Stock in exchange for the Merger Consideration. Notwithstanding As soon as reasonably practicable after the foregoingEffective Time, any each holder of shares of Company Common Stock held in book-entry form shall not be required to deliver a Certificate or an executed letter of transmittal to receive the Merger Consideration pursuant to Section 2.01(c(other than Excluded Shares), (A) in respect thereof and shall, upon receipt of an “agent’s message” in customary form at the Effective Time (or such other customary evidence, if any, as the Paying Agent may reasonably request) be deemed to have surrendered the Certificate with respect to such shares of Company Common Stock held in book-entry form. Upon surrender (or deemed surrender) of a Certificate for cancelation (or affidavit of lost, stolen or destroyed Certificate in lieu of a Certificate, as provided in Section 2.7) to the Paying Exchange Agent or to such other agent or agents as may be appointed by P▇▇▇▇▇, together with such letter of transmittal, duly completed and validly executed, as applicable, and such other documents as may reasonably be required by the Paying Exchange Agent, (B) upon the transfer of shares of Company Common Stock that are Uncertificated Company Stock not held through Depository Trust Company (“DTC”), in accordance with the terms of the letter of transmittal and accompanying instructions (including such other documents as may reasonably be required by the Exchange Agent), or (C) upon the transfer of shares of Company Common Stock that are Uncertificated Company Stock held through DTC, including by delivery of an “agent’s message,” in accordance with DTC’s procedures and such other procedures as agreed by Parent, the Exchange Agent and DTC, each holder of such Certificate shares of Company Common Stock (other than Excluded Shares) shall be entitled to receive in exchange therefor therefor, and Parent and the Surviving Corporation shall cause the Exchange Agent to pay and deliver in exchange thereof as promptly as practicable, the amount of cash equal (including amounts to the Merger Consideration that such holder has the right to receive be paid pursuant to Section 2.01(c1.7(a)(i)), into which the aggregate number of shares of Company Common Stock previously represented by such Certificate shall have been converted pursuant to this Agreement. The Exchange Agent shall accept such Certificates upon compliance with such reasonable terms and conditions as the Exchange Agent may impose to effect an orderly exchange thereof in accordance with normal exchange practices. (b) No interest will be paid or will accrue on any cash payable pursuant to Section 1.7(a)(i). Any Certificate so that has been surrendered shall forthwith be canceled. cancelled by the Exchange Agent. (c) In the event of a transfer of ownership of Company Common Stock that which is not registered in the stock transfer books records of the Company, payment a check in the proper amount of the Merger Consideration in exchange therefor cash pursuant to Section 1.7(a)(i), may be made issued with respect to such Company Common Stock to such a person other than transferee only if (i) in the person case of Uncertificated Company Stock, written instructions authorizing the transfer of Uncertificated Company Stock are presented to the Exchange Agent and (ii) in whose name the case of Certificates, the Certificate so surrendered representing such shares of Company Common Stock is registered, if such Certificate shall be properly endorsed or otherwise be in proper form for transferpresented to the Exchange Agent, and the person requesting in each case, together with all documents required to evidence and effect such payment shall pay transfer and to evidence that any applicable stock transfer or other taxes required by reason of the payment to a person other than the registered holder of such Certificate or establish to the satisfaction of the Surviving Corporation that such tax has Taxes have been paid or is not applicable. No interest shall be paid or shall accrue on the cash payable upon surrender of any Certificatepaid.

Exchange Procedures. As soon as reasonably practicable (a) At the Effective Time of the Merger, GBB shall deposit with the Exchange Agent for the benefit of the holders of shares of SJNB Stock, for exchange in accordance with this Section 2.5 through the Exchange Agent, certificates representing the shares of GBB Stock issuable pursuant to Section 2.2 in exchange for shares of SJNB Stock outstanding immediately prior to the Effective Time of the Merger, and funds in an amount not less than the amount of cash payable in lieu of fractional shares of GBB Stock pursuant to Section 2.4 of this Agreement (collectively, the "Exchange Fund"). (b) GBB shall direct the Exchange Agent to mail, promptly after the Effective Time and in any event within three (3) Business Days following of the Closing DateMerger, the Surviving Corporation or Parent shall cause the Paying Agent to mail to each holder of record of a Certificate certificate or certificates which immediately prior to the Effective Time of the Merger represented outstanding shares of SJNB Stock (the "Certificates") whose shares of Company Common Stock were converted into the right to receive the Merger Consideration shares of GBB Stock pursuant to Section 2.01(c)2.2 hereof, (i) a form of letter of transmittal (which shall include an accompanying IRS Form W-9 or the applicable IRS Form W-8, shall specify that delivery shall be effected effected, and risk of loss and title to the Certificates held by such person shall pass pass, only upon proper delivery of the Certificates to the Paying Agent, Exchange Agent and shall be in a customary such form and have such other customary provisions as Parent GBB and SJNB may reasonably specify) ), and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the Merger Consideration. Notwithstanding the foregoing, any holder of certificates representing shares of Company Common Stock held in book-entry form GBB Stock, both of which shall not be required reasonably satisfactory to deliver a Certificate or an executed letter of transmittal to receive the Merger Consideration pursuant to Section 2.01(c) in respect thereof and shall, upon receipt of an “agent’s message” in customary form at the Effective Time (or such other customary evidence, if any, as the Paying Agent may reasonably request) be deemed to have surrendered the Certificate with respect to such shares of Company Common Stock held in book-entry formSJNB. Upon surrender (or deemed surrender) of a Certificate for cancelation cancellation to the Paying Exchange Agent or to such other agent or agents as may be appointed by P▇▇▇▇▇GBB, together with such letter of transmittal, duly completed and validly executed, as applicable, and such other documents as may reasonably be required by the Paying Agent, the holder of such Certificate shall be entitled to receive in exchange therefor the amount a certificate representing that number of whole shares of GBB Stock and cash equal to the Merger Consideration that in lieu of fractional shares which such holder has the right to receive pursuant to Section 2.01(c)Sections 2.2 and 2.4 hereof, and the Certificate so surrendered shall forthwith be canceled. In the event of a certificate is surrendered representing SJNB Stock, the transfer of ownership of Company Common Stock that which is not registered in the transfer records of SJNB, a certificate representing the proper number of shares of GBB Stock may be issued to a transferee if the Certificate representing such SJNB Stock is presented to the Exchange Agent, accompanied by all documents required to evidence and effect such transfer and by evidence that any applicable stock transfer taxes have been paid. Until surrendered as contemplated by this Section 2.5, each Certificate shall be deemed at any time after the Effective Time of the Merger to represent only the right to receive upon such surrender the certificate representing shares of GBB Stock and cash in lieu of any fractional shares of stock as contemplated by this Section 2.5. Notwithstanding anything to the contrary set forth herein, if any holder of shares of SJNB should be unable to surrender the Certificates for such shares, because they have been lost or destroyed, such holder may deliver in lieu thereof a bond in form and substance and with surety reasonably satisfactory to GBB and shall be entitled to receive the certificate representing the proper number of shares of GBB Stock and cash in lieu of fractional shares in accordance with Sections 2.2 and 2.4 hereof. (c) No dividends or other distributions declared or made with respect to GBB Stock which are declared payable to shareholders of record of GBB Stock after the Effective Time of the Merger shall be paid to the holder of any unsurrendered Certificate with respect to the shares of GBB Stock represented thereby and no cash payment in lieu of fractional shares shall be paid to any such holder pursuant to Section 2.4 until the holder of record of such Certificate shall surrender such Certificate. Subject to the effect of applicable laws, following surrender of any such Certificate, there shall be paid to the record holder of the certificates representing whole shares of GBB Common Stock issued in exchange thereof, without interest, (i) at the time of such surrender, the amount of any cash payable in lieu of a fractional share of GBB Stock to which such holder is entitled pursuant to Section 2.4 and the amount of dividends or other distributions with a record date after the Effective Time of the Merger theretofore paid with respect to such whole shares of GBB Stock, and (ii) at the appropriate payment date, the amount of dividends or other distributions with a record date after the Effective Time of the Merger but prior to surrender and a payment date subsequent to surrender payable with respect to such whole shares of GBB Stock. (d) All shares of GBB Stock issued upon the surrender for exchange of SJNB Stock in accordance with the terms hereof (including any cash paid pursuant to Section 2.4) shall be deemed to have been issued in full satisfaction of all rights pertaining to such shares of SJNB Stock, and there shall be no further registration of transfers on the stock transfer books of the CompanySurviving Corporation of the shares of SJNB Stock which were outstanding immediately prior to the Effective Time of the Merger. If, payment after the Effective Time of the Merger, Certificates are presented to GBB for any reason, they shall be canceled and exchanged as provided in this Agreement. (e) Any portion of the Exchange Fund which remains undistributed to the shareholders of SJNB following the passage of six months after the Effective Time of the Merger Consideration shall be delivered to GBB, upon demand, and any shareholders of SJNB who have not theretofore complied with this Section 2.5 shall thereafter look only to GBB for payment of their claim for GBB Stock, any cash in exchange therefor may lieu of fractional shares of GBB Stock and any dividends or distributions with respect to GBB Stock. (f) Neither GBB nor SJNB shall be made liable to any holder of shares of SJNB Stock for such shares (or dividends or distributions with respect thereto) or cash from the Exchange Fund delivered to a person other than public official pursuant to any applicable abandoned property, escheat or similar law. (g) The Exchange Agent shall not be entitled to vote or exercise any rights of ownership with respect to the person in whose name the Certificate so surrendered is registeredshares of GBB Stock held by it from time to time hereunder, if such Certificate except that it shall be properly endorsed or otherwise be in proper form for transfer, receive and the person requesting such payment shall pay any transfer hold all dividends or other taxes required by reason distributions paid or distributed with respect to such shares of GBB Stock for the account of the payment to Persons entitled thereto. (h) Certificates surrendered for exchange by any Person constituting an "Affiliate" of SJNB for purposes of Rule 145(c) under the Securities Act shall not be exchanged for certificates representing whole shares of GBB Stock until GBB has received a written agreement from such person other than the registered holder of such Certificate or establish to the satisfaction of the Surviving Corporation that such tax has been paid or is not applicable. No interest shall be paid or shall accrue on the cash payable upon surrender of any Certificateas provided in Section 6.9.

Exchange Procedures. As soon as reasonably practicable after the Effective Time and in any event within three (3) Business Days following the Closing Date, the Surviving Corporation or Parent The Exchange Agent shall cause the Paying Agent to mail to each ------------------- holder of record of a an OSI Certificate or Certificates, whose shares of Company Common Stock were converted into the right to receive the Merger Consideration shares of LRC Common Stock (and cash in lieu of fractional shares) pursuant to Section 2.01(c), 1.6 promptly after the Effective Time (and in any event no later than three business days after the later to occur of the Effective Time and receipt by LRC of a complete list from OSI of the names and addresses of its holders of record): (i) a form of letter of transmittal (which shall include an accompanying IRS Form W-9 or the applicable IRS Form W-8, shall specify that delivery shall be effected effected, and risk of loss and title to the OSI Certificates held by such person shall pass pass, only upon proper delivery receipt of the OSI Certificates to by the Paying Exchange Agent, and shall be in a customary such form and have such other customary provisions as Parent LRC may reasonably specify) ); and (ii) instructions for use in effecting the surrender of the OSI Certificates in exchange for the Merger Consideration. Notwithstanding the foregoing, any holder LRC Certificates (and cash in lieu of shares of Company Common Stock held in book-entry form shall not be required to deliver a Certificate or an executed letter of transmittal to receive the Merger Consideration pursuant to Section 2.01(c) in respect thereof and shall, upon receipt of an “agent’s message” in customary form at the Effective Time (or such other customary evidence, if any, as the Paying Agent may reasonably request) be deemed to have surrendered the Certificate with respect to such shares of Company Common Stock held in book-entry formfractional shares). Upon surrender (or deemed surrender) of a an OSI Certificate for cancelation cancellation to the Paying Exchange Agent or to such other agent or agents as may be appointed by P▇▇▇▇▇LRC, together with such letter of transmittal, duly completed and validly executed, as applicable, and such other documents as may be reasonably be required by the Paying Exchange Agent, the holder of such OSI Certificate shall be entitled to receive in exchange therefor a LRC Certificate representing the amount number of whole shares of LRC Common Stock and payment of cash equal to the Merger Consideration that in lieu of fractional shares which such holder has the right to receive pursuant to Section 2.01(c)1.6, and the OSI Certificate so surrendered shall forthwith be canceled. In Until so surrendered, each outstanding OSI Certificate that, prior to the event Effective Time, represented shares of a transfer of ownership of Company OSI Common Stock that is not registered in will be deemed from and after the stock transfer books of the CompanyEffective Time, payment of the Merger Consideration in exchange therefor may be made to a person for all corporate purposes other than the person in whose name payment of dividends and distributions, to evidence the Certificate ownership of the number of full shares of LRC Common Stock into which such shares of OSI Common Stock shall have been so surrendered is registered, if such Certificate shall be properly endorsed or otherwise be in proper form for transfer, converted and the person requesting such payment shall pay any transfer or other taxes required by reason right to receive an amount in cash in lieu of the payment to a person issuance of any fractional shares in accordance with Section 1.6. Notwithstanding any other than the registered holder provision of such Certificate or establish to the satisfaction of the Surviving Corporation that such tax has been paid or is not applicable. No this Agreement, no interest shall will be paid or shall will accrue on the any cash payable upon surrender to holders of any CertificateOSI Certificates pursuant to the provisions of this Article 1.

Exchange Procedures. As soon as reasonably practicable after the Effective Time and in any event within three (3) Business Days following the Closing DateTime, the Surviving Corporation or Parent Exchange Agent shall cause the Paying Agent to mail to each holder of record of a Certificate whose certificate or certificates that immediately prior to the Effective Time represented outstanding shares of Company AT&T Broadband Common Stock were or Comcast Common Stock (the "Certificates"), other than shares to be canceled or retired or converted into the right to receive the Merger Consideration pursuant to AT&T Broadband Surviving Corporation Common stock or Comcast Surviving Corporation Common Stock in each case in accordance with Section 2.01(c)4.01, (i) a form of letter of transmittal (which shall include an accompanying IRS Form W-9 or the applicable IRS Form W-8, shall specify that delivery shall be effected effected, and risk of loss and title to the Certificates held by such person shall pass pass, only upon proper delivery of the Certificates to the Paying Exchange Agent, and shall be in a customary such form and have such other customary provisions as Parent may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the Merger Consideration. Notwithstanding the foregoing, any holder of certificates representing shares of Company Parent Common Stock held in book-entry form shall not be required to deliver a Certificate or an executed letter of transmittal to receive the Merger Consideration pursuant to Section 2.01(c) in respect thereof and shall, upon receipt of an “agent’s message” in customary form at the Effective Time (or such other customary evidence, if any, as the Paying Agent may reasonably request) be deemed to have surrendered the Certificate with respect to such shares of Company Common Stock held in book-entry formStock. Upon surrender (or deemed surrender) of a Certificate for cancelation cancellation to the Paying Agent or to such other agent or agents as may be appointed by P▇▇▇▇▇Exchange Agent, together with such letter of transmittal, duly completed and validly executed, as applicable, and such other documents as may reasonably be required by the Paying Exchange Agent, the holder of such Certificate shall be entitled to receive in exchange therefor the amount a certificate representing that number of cash equal to the Merger Consideration whole shares of Parent Common Stock that such holder has the right to receive pursuant to the provisions of this Article 4, cash in lieu of any fractional shares of Parent Common Stock to the extent provided in Section 2.01(c4.02(e) and any dividends or distributions to the extent provided in Section 4.02(c), and the Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of Company AT&T Broadband Common Stock or Comcast Common Stock that is not registered in the stock transfer books records of AT&T Broadband or Comcast, as the Companycase may be, payment a certificate representing the proper number of the Merger Consideration in exchange therefor shares of Parent Common Stock may be made issued to a person Person other than the person Person in whose name the Certificate so surrendered is registered, registered if such Certificate shall be properly endorsed or otherwise be in proper form for transfer, transfer and the person Person requesting such payment shall pay any transfer or other taxes required by reason of the payment issuance of shares of Parent Common Stock to a person Person other than the registered holder of such Certificate or establish to the satisfaction of the Surviving Corporation Parent that such tax has been paid or is not applicable. Until surrendered as contemplated by this Section 4.02, 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 the appropriate number of whole shares of Parent Common Stock, cash in lieu of any fractional shares of Parent Common Stock to the extent provided in Section 4.02(e) and any dividends and distributions to the extent provided in Section 4.02(c). No interest shall will be paid or shall will accrue on the any cash payable upon surrender in lieu of any Certificatefractional shares of Parent Common Stock. Any amounts payable or deliverable pursuant to this Agreement shall be subject to and made net of applicable withholding taxes to the extent such taxes are imposed under applicable law as determined by Parent in its reasonable discretion. To the extent that amounts are so withheld, those amounts shall be treated for all purposes as having been paid to the holders of AT&T Broadband Common Stock or Comcast Common Stock, as the case may be, in respect of which the deduction and withholding was made.

Exchange Procedures. As soon as reasonably practicable after the Effective Time and in any event within three (3) Business Days following the Closing Date, the Surviving Corporation or Parent shall use commercially reasonable efforts to cause the Paying Agent to mail to each holder of record of a Certificate whose shares or of Company Common Stock were converted into Book Entry Shares, within five business days of the right to receive the Merger Consideration pursuant to Section 2.01(c)Effective Time, (i) a form of letter of transmittal (which shall include an accompanying IRS Form W-9 or the applicable IRS Form W-8, shall specify that delivery shall be effected, and risk of loss and title to a Certificate shall pass, only upon delivery of the Certificate to the Paying Agent and, in the case of Book Entry Shares, delivery shall be effected and risk of loss and title to the Certificates held by such person shall pass only upon proper delivery of the Certificates adherence to the Paying Agentprocedures set forth in the letter of transmittal, and which letter of transmittal shall be in a customary such form and have such other customary provisions as the Parent may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates and Book Entry Shares in exchange for the Merger Consideration. Notwithstanding Surrender of any Book Entry Shares shall be effected in accordance with the foregoing, any holder Paying Agent’s customary procedures with respect to securities represented by book entry. Upon surrender of shares of Company Common Stock held in book-entry form shall not be required to deliver a Certificate or an executed letter of transmittal to receive the Merger Consideration pursuant to Section 2.01(c) in respect thereof and shall, upon receipt of an “agent’s message” in customary form at the Effective Time (or such other customary evidence, if any, as the Paying Agent may reasonably request) be deemed to have surrendered the Certificate with respect to such shares of Company Common Stock held in book-entry form. Upon surrender (or deemed surrender) of a Certificate Book Entry Shares for cancelation cancellation to the Paying Agent or to such other agent or agents as may be appointed by P▇▇▇▇▇the Parent, together with such letter of transmittal, duly completed and validly properly executed, as applicable, and such other documents as may reasonably be required by the Paying Agent, the holder of such Certificate or Book Entry Shares shall be entitled to receive in exchange therefor the an amount of cash equal to the Merger Consideration that such holder has the right to receive pursuant to Section 2.01(c2.1(a)(iii), and the Certificate or Book Entry Shares so surrendered shall forthwith be canceledcancelled. In the event of a transfer of ownership of Company Common Stock that is not registered in the stock transfer books records of the Company, payment of the Merger Consideration in exchange therefor may be made to a person other than the person in whose name the Certificate or Book Entry Shares so surrendered is registeredor are registered if, if in the case of a Certificate, such Certificate shall be properly endorsed or otherwise be in proper form for transfer, and or, in the case of Book Entry Shares, the person in whose name such Book Entry Shares are registered shall have delivered to the Paying Agent instruments of transfer in such form as the Paying Agent may require in accordance with its customary procedures for the transfer for securities represented by book entry, and, in each case, the person requesting such payment shall pay any transfer or other taxes required by reason of the payment to a person other than the registered holder of such Certificate or Book Entry Shares or establish to the satisfaction of the Surviving Corporation Parent that such tax has been paid or is not applicable. Until surrendered as contemplated by this Section 2.2, each Certificate and all Book Entry Shares shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the amount of cash, without interest, into which the shares of Company Common Stock formerly represented by such Certificate or Book Entry Shares have been converted pursuant to Section 2.1(a)(iii). No interest shall be paid or shall accrue on the cash payable upon surrender of any CertificateCertificate or Book Entry Shares.

Exchange Procedures. As soon as reasonably practicable after the Effective Time and in any event within three (3) Business Days following the Closing Date, the Surviving Corporation or Parent The Exchange Agent shall cause the Paying Agent to mail to each holder of record of a Certificate whose shares certificates of Company Common Stock and Company Preferred Stock ("COMPANY CERTIFICATES"), whose shares were converted into the right to receive the Merger Consideration Parent Common Shares (and cash in lieu of fractional shares pursuant to Section 2.01(c), 3.04) promptly after the Effective Time: (i) a form of letter of transmittal in form and substance reasonably satisfactory to Company (which shall include an accompanying IRS Form W-9 or the applicable IRS Form W-8, shall specify that delivery shall be effected effected, and risk of loss and title to the Company Certificates held by such person shall pass pass, only upon proper delivery receipt of the Company Certificates to by the Paying Exchange Agent, and shall be in a customary such form and have such other customary provisions as Parent may reasonably specify) ); and (ii) instructions for use in effecting the surrender of the Company Certificates in exchange for the Merger Consideration. Notwithstanding the foregoing, any holder Parent Certificates (and cash in lieu of shares of Company Common Stock held in book-entry form shall not be required to deliver a Certificate or an executed letter of transmittal to receive the Merger Consideration pursuant to Section 2.01(c) in respect thereof and shall, upon receipt of an “agent’s message” in customary form at the Effective Time (or such other customary evidence, if any, as the Paying Agent may reasonably request) be deemed to have surrendered the Certificate with respect to such shares of Company Common Stock held in book-entry formfractional shares). Upon surrender (or deemed surrender) of a Company Certificate for cancelation cancellation to the Paying Exchange Agent or to such other agent or agents as may be appointed by P▇▇▇▇▇Parent, together with such letter of transmittaltransmittal and Stockholder Representation Letter, duly completed and validly executed, as applicable, and such other documents as may be reasonably be required by the Paying Exchange Agent, the holder of such Company Certificate shall be entitled to receive in exchange therefor a Parent Certificate representing the amount number of cash equal to the Merger Consideration whole Parent Common Shares that such holder has the right to receive pursuant to this Article III and payment of cash in lieu of fractional shares which such holder has the right to receive pursuant to Section 2.01(c)3.04, and the Company Certificate so surrendered shall forthwith be canceled. In Until so surrendered, each outstanding Company Certificate that, prior to the event of a transfer of ownership Effective Time, represented shares of Company Common Stock that is not registered or Company Preferred Stock will be deemed from and after the Effective Time to evidence the right to receive the number of full Parent Common Shares into which such shares of Company Common Stock or Company Preferred Stock, as the case may be, shall have been so converted and the right to receive an amount in the stock transfer books cash in lieu of the Companyissuance of any fractional shares in accordance with Section 3.04. Notwithstanding any other provision of this Agreement, payment of the Merger Consideration in exchange therefor may be made to a person other than the person in whose name the Certificate so surrendered is registered, if such Certificate shall be properly endorsed or otherwise be in proper form for transfer, and the person requesting such payment shall pay any transfer or other taxes required by reason of the payment to a person other than the registered holder of such Certificate or establish to the satisfaction of the Surviving Corporation that such tax has been paid or is not applicable. No no interest shall will be paid or shall will accrue on the any cash payable upon surrender to holders of any CertificateCompany Certificates pursuant to the provisions of this Article III.

Exchange Procedures. As soon as reasonably practicable after Promptly following the Effective Time (and in any event within three (3) Business Days following the Closing DateDays), Parent and the Surviving Corporation or Parent shall cause the Paying Exchange Agent to mail to each holder of record as of a Certificate whose immediately prior to the Effective Time (other than Owned Company Shares) of one or more certificates that immediately prior to the Effective Time represented issued and outstanding shares of Company Common Stock were converted into (other than Owned Company Shares) (the right to receive the Merger Consideration pursuant to Section 2.01(c“Certificates” (if any), ) (i) a form of letter of transmittal in customary form (which shall include an accompanying IRS Form W-9 or the applicable IRS Form W-8, shall will specify that delivery shall will be effected effected, and risk of loss and title to the Certificates held by such person shall pass will pass, only upon proper delivery of the Certificates to the Paying Exchange Agent), and shall be in a customary form and have such other customary provisions as Parent may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the Merger Consideration. Notwithstanding Consideration payable with respect to the foregoing, any holder of shares of Company Common Stock held formerly represented thereby pursuant to Section 2.7. Upon surrender of Certificates for cancellation to the Exchange Agent, together with such letter of transmittal, duly completed and validly executed in book-entry form shall not accordance with the instructions thereto, the holders of such Certificates will be entitled to receive in exchange therefor the Merger Consideration, as determined pursuant to Section 2.7, and the Certificates so surrendered will forthwith be cancelled. Notwithstanding anything to the contrary in this Agreement, no record holder of uncertificated shares of Company Common Stock (other than Owned Company Shares) (the “Uncertificated Shares”) will be required to deliver a Certificate or an executed letter of transmittal to the Exchange Agent in order to receive the Merger Consideration payment that such holder is entitled to receive pursuant to Section 2.01(c) in 2.7 with respect thereof and shallof such Uncertificated Shares. In lieu thereof, such record holder, upon receipt of an “agent’s message” in customary form at the Effective Time (or such other customary evidence, if any, of transfer as the Paying Exchange Agent may reasonably request) be deemed to have surrendered the Certificate with respect to such shares of Company Common Stock held in book-entry form. Upon surrender (or deemed surrender) of a Certificate for cancelation to the Paying Agent or to such other agent or agents as may be appointed by P▇▇▇▇▇, together with such letter of transmittal, duly completed and validly executed, as applicable, and such other documents as may reasonably be required by the Paying Agent, the holder of such Certificate shall will be entitled to receive in exchange therefor the amount Merger Consideration for such Uncertificated Shares, as determined pursuant to Section 2.7, and the transferred Uncertificated Shares will be cancelled. No interest will be paid or accrued for the benefit of cash equal to holders of the Certificates and Uncertificated Shares on the Merger Consideration that payable upon the surrender of such holder has Certificates and transfer of Uncertificated Shares pursuant to this Section 2.9(c). Until so surrendered or transferred, outstanding Certificates and Uncertificated Shares will be deemed from and after the Effective Time to evidence only the right to receive the Merger Consideration payable in respect thereof pursuant to Section 2.01(c), and the Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of Company Common Stock that is not registered in the stock transfer books of the Company, payment of the Merger Consideration in exchange therefor may be made to a person other than the person in whose name the Certificate so surrendered is registered, if such Certificate shall be properly endorsed or otherwise be in proper form for transfer, and the person requesting such payment shall pay any transfer or other taxes required by reason of the payment to a person other than the registered holder of such Certificate or establish to the satisfaction of the Surviving Corporation that such tax has been paid or is not applicable. No interest shall be paid or shall accrue on the cash payable upon surrender of any Certificate2.7.

Exchange Procedures. As soon as reasonably practicable after the Effective Time Time, the Purchaser and in any event within three (3) Business Days following the Closing Date, the Surviving Corporation or Parent shall will cause the Paying Exchange Agent to mail send to each holder of record of a Certificate the Company Certificates whose shares of Company Common Stock were converted pursuant to Section 2.6 into the right to receive the Merger Consideration pursuant to Section 2.01(c), (i) a form of letter of transmittal (which shall include an accompanying IRS Form W-9 or the applicable IRS Form W-8, shall specify that delivery shall be effected effected, and risk of loss and title to the Company Certificates held by such person shall pass pass, only upon proper delivery of the Company Certificates to the Paying Agent, Exchange Agent and shall be in a customary such form and have such other customary provisions as Parent may the Purchaser and the Surviving Corporation and the Exchange Agent shall reasonably specify) and (ii) instructions for use in effecting the surrender of the Company Certificates in exchange for the Merger Consideration. Notwithstanding the foregoing, any holder of shares of Company Common Stock held in book-entry form shall not be required to deliver a Certificate or an executed letter of transmittal to receive the Merger Consideration pursuant to Section 2.01(c) in respect thereof and shall, upon receipt of an “agent’s message” in customary form at the Effective Time (or such other customary evidence, if any, as the Paying Agent may reasonably request) be deemed to have surrendered the Certificate with respect to such shares of Company Common Stock held in book-entry form. Upon surrender (or deemed surrender) of a Company Certificate for cancelation cancellation to the Paying Agent or to such other agent or agents as may be appointed by P▇▇▇▇▇Exchange Agent, together with such letter of transmittal, duly executed and completed and validly executed, as applicablein accordance with the instructions thereto, and such other documents as may reasonably be required by the Paying Exchange Agent, the holder of such Company Certificate shall be entitled to receive in exchange therefor a check in the amount (after giving effect to any required tax withholding) of cash equal to the Merger Consideration that such the holder has the right is entitled to receive pursuant to under Section 2.01(c)2.6, and the Company Certificate so surrendered shall forthwith immediately be canceled. No interest will be paid or accrued with respect to any Merger Consideration deliverable upon due surrender of the Company Certificates. In the event of a transfer of ownership of the Company Common Stock that is not registered in the stock transfer books records of the Company, payment of the Merger Consideration in exchange therefor may be made to a person transferee if, and only if, the Company Certificate representing such Company Common Stock is presented to the Exchange Agent, accompanied by all documents required to evidence and effect such transfer and by evidence that any applicable stock transfer taxes have been paid. Until surrendered as contemplated by this Section 2.8, each Company Certificate (other than the person in whose name the Certificate so surrendered is registered, if such Certificate Company Certificates representing Dissenting Shares) shall be properly endorsed or otherwise be deemed at any time after the Effective Time for all purposes to represent only the right to receive upon such surrender the Merger Consideration which the holder thereof has the right to receive in proper form for transfer, and respect of such Company Certificate pursuant to this Article II. In the person requesting such payment shall pay any transfer or other taxes required by reason case of the payment Company Certificates representing Dissenting Shares, each Company Certificate representing Dissenting Shares shall be deemed at any time after the Effective Time for all purposes to a person other than represent only the registered holder right to receive the fair value of such Certificate or establish Dissenting Shares pursuant to the satisfaction of the Surviving Corporation that such tax has been paid or is not applicable. No interest shall be paid or shall accrue on the cash payable upon surrender of any CertificateDGCL.

Exchange Procedures. As soon promptly as reasonably practicable after the Effective Time and in any event within three (3) Business Days following the Closing DateTime, the Surviving Corporation or Parent shall cause the Paying Exchange Agent to mail to each holder of record of a Certificate whose shares of Company Common Stock were converted into the right to receive the Merger Consideration pursuant to Section 2.01(c), (i) a form of letter of transmittal (which shall include an accompanying IRS Form W-9 or the applicable IRS Form W-8, shall specify that delivery shall be effected effected, and risk of loss and title to the Certificates held by such person shall pass pass, only upon proper delivery of the Certificates to the Paying Agent, Exchange Agent and which shall be in a customary form and shall have such other customary provisions as Parent may reasonably specify) and (ii) instructions for use in effecting the surrender of surrendering the Certificates in exchange for certificates representing the Stock Consideration portion of the Merger Consideration and cash representing the Cash Consideration portion of the Merger Consideration. Notwithstanding the foregoing, any holder dividends or other distributions to which holders of shares of Company Common Stock held in book-entry form shall not be required to deliver a Certificate or an executed letter of transmittal to receive the Merger Consideration Certificates are entitled pursuant to Section 2.01(c2.02(c) and cash in respect thereof and shall, upon receipt lieu of an “agent’s message” in customary form at the Effective Time (or such other customary evidence, if any, as the Paying Agent may reasonably request) be deemed to have surrendered the Certificate with respect to such any fractional shares of Company Parent Common Stock held in book-entry formto which such holders are entitled pursuant to Section 2.02(e). Upon surrender (or deemed surrender) of a Certificate for cancelation cancellation to the Paying Agent or to such other agent or agents as may be appointed by P▇▇▇▇▇Exchange Agent, together with such letter of transmittal, duly completed and validly executed, as applicable, and such other documents as may be reasonably be required by the Paying Exchange Agent, the holder of such Certificate shall be entitled to receive in exchange therefor the amount (A) a certificate representing that number of cash equal to the Merger Consideration whole shares of Parent Common Stock that such holder has the right to receive pursuant to the provisions of this Article II after taking into account all the shares of Company Common Stock then held by such 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 for the Cash Consideration portion of the Merger Consideration, any dividends or other distributions to which such holder is entitled pursuant to Section 2.01(c2.02(c) and cash in lieu of any fractional shares of Parent Common Stock to which such holder is entitled pursuant to Section 2.02(e), and the Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of shares of Company Common Stock that is not registered in the stock transfer books records of the Company, payment (w) a certificate representing the proper number of shares of Parent Common Stock, (x) a check for the Cash Consideration portion of the Merger Consideration Consideration, (y) any dividends or other distributions to which such holder is entitled pursuant to Section 2.02(c) and (z) cash in exchange therefor lieu of any fractional shares of Parent Common Stock to which such holder is entitled pursuant to Section 2.02(e), may be made issued to a person other than the person in whose name the Certificate so surrendered is registered, if if, upon presentation to the Exchange Agent, such Certificate shall be properly endorsed or otherwise be in proper form for transfer, transfer and the person requesting such payment issuance shall pay any transfer or other taxes required by reason of the payment issuance of shares of Parent Common Stock to a person other than the registered holder of such Certificate or establish to the reasonable satisfaction of the Surviving Corporation Exchange Agent that such tax has been paid or is not applicable. Until surrendered as contemplated by this Section 2.02(b), each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration, any dividends or other distributions to which the holder of such Certificate is entitled pursuant to Section 2.02(c) and cash in lieu of any fractional share of Parent Common Stock to which such holder is entitled pursuant to Section 2.02(e). No interest shall will be paid or shall will accrue on the Merger Consideration or on any cash payable upon surrender to holders of any CertificateCertificates pursuant to Section 2.02(c) or (e).

Exchange Procedures. As soon At or prior to the Effective Time Parent shall deposit with the Exchange Agent (as reasonably practicable defined below), in trust for the benefit of the holders of Company Shares, certificates representing shares of Parent Common Stock issuable pursuant to Section 4.1(a), and an amount of cash sufficient to pay cash in lieu of fractional shares in accordance with Section 4.2(d). Parent shall make sufficient funds available to the Exchange Agent from time to time as needed to pay cash in respect of dividends or other distributions in accordance with Section 4.2(b). Promptly after the Effective Time and Time, but in any no event within later than three (3) Business Days business days following the Closing Date, the Surviving Corporation or Parent shall cause an exchange agent (the Paying Agent "Exchange Agent"), selected by Parent with the Company's prior approval, which shall not be unreasonably withheld, to mail to each holder of record as of the Effective Time of a Certificate whose shares in respect of Company Common Stock were converted into the right to receive the Merger Consideration pursuant to Section 2.01(c), Shares (other than holders of a Certificate in respect of Excluded Company Shares) (i) a form of letter of transmittal (which shall include an accompanying IRS Form W-9 or the applicable IRS Form W-8, shall specify specifying that delivery of the Certificates shall be effected effected, and that risk of loss and title to the Certificates held by such person shall pass pass, only upon proper delivery of the Certificates (or affidavits of loss and indemnity undertakings or indemnity bonds, as the case may be, in lieu thereof) to the Paying Exchange Agent, and shall such letter of transmittal to be in a customary such form and have such other customary provisions as Parent and the Company may reasonably specify) agree, and (ii) instructions for use in effecting the surrender of exchanging the Certificates in exchange for the Merger Consideration. Notwithstanding the foregoing, any holder of (A) certificates representing shares of Company Parent Common Stock held and (B) any cash in book-entry form shall not be required to deliver a Certificate lieu of fractional shares determined in accordance with Section 4.2(d) plus any cash dividends and any other dividends or an executed letter of transmittal other distributions that such holder has the right to receive the Merger Consideration pursuant to the provisions of this Article IV. Subject to Section 2.01(c) in respect thereof and shall4.2(g), upon receipt of an “agent’s message” in customary form at the Effective Time (or such other customary evidence, if any, as the Paying Agent may reasonably request) be deemed to have surrendered the Certificate with respect to such shares of Company Common Stock held in book-entry form. Upon surrender (or deemed surrender) of a Certificate for cancelation cancellation to the Paying Exchange Agent or to such other agent or agents as may be appointed by P▇▇▇▇▇, together with such letter of transmittal, duly completed and validly executed, as applicable, and such other documents as may reasonably be required by the Paying Agent, the holder of such Certificate shall be entitled to receive in exchange therefor (x) a certificate representing that number of whole shares of Parent Common Stock that such holder is entitled to receive pursuant to this Section 4.2, and (y) a check in the amount (after giving effect to any required tax withholdings) of (A) any cash equal to the Merger Consideration in lieu of fractional shares determined in accordance with Section 4.2(d) plus (B) any cash dividends and any other dividends or other distributions that such holder has the right to receive pursuant to the provisions of this Section 2.01(c), and the 4.2. The Certificate so surrendered shall forthwith be canceled. No interest will be paid or accrued on any amount payable upon due surrender of any Certificate. In the event of a transfer of ownership of Company Common Stock Shares that occurred prior to the Effective Time, but is not registered in the stock transfer books records of the Company, payment a certificate representing the proper number of shares of Parent Common Stock, together with a check for any cash in lieu of fractional shares to be paid upon due surrender of the Merger Consideration 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 Company Shares is presented to the Exchange Agent, accompanied by all documents required to evidence and effect such transfer and to evidence that any applicable stock transfer taxes have been paid. If any certificate for shares of Parent Common Stock is to be issued in a name other than that in which the Certificate surrendered in exchange therefor may be made to a person other than the person in whose name the Certificate so surrendered is registered, if such Certificate it shall be properly endorsed or otherwise be in proper form for transfer, and a condition of such exchange that the person Person requesting such payment exchange shall pay any transfer or other taxes required by reason of the payment to issuance of certificates for shares of Parent Common Stock in a person name other than that of the registered holder of such the Certificate surrendered, or shall establish to the satisfaction of Parent or the Surviving Corporation Exchange Agent that such tax has been paid or is not applicable. No interest shall be paid or shall accrue on the cash payable upon surrender of any Certificate.

Exchange Procedures. As soon as reasonably practicable Promptly after the Effective Time and in any event within three (3) Business Days following the Closing DateTime, the Surviving Corporation or Parent shall cause the Paying Agent to mail be mailed to each holder of record of a Certificate whose shares of Company Common Stock were converted into the right to receive the Merger Consideration pursuant to Section 2.01(c)Certificate, (i) a form of letter of transmittal (which shall include an accompanying IRS Form W-9 or the applicable IRS Form W-8, shall specify that delivery shall be effected effected, and risk of loss and title to the Company Certificates held by such person shall pass pass, only upon proper delivery of the Company Certificates to the Paying Agent, Exchange Agent and shall be in a customary such form and have other such other customary provisions as Parent may reasonably specify) and (ii) instructions for use in effecting the surrender of the Company Certificates in exchange for the Merger Consideration. Notwithstanding the foregoing, any holder of shares of Company Common Stock held in book-entry form shall not be required to deliver a Certificate or an executed letter of transmittal to receive the Merger Consideration pursuant to Section 2.01(c) in respect thereof and shall, upon receipt of an “agent’s message” in customary form at the Effective Time (or such other customary evidence, if any, as the Paying Agent may reasonably request) be deemed to have surrendered the Certificate with respect to such shares of Company Common Stock held in book-entry form. Upon surrender (or deemed surrender) of a Company Certificate for cancelation cancellation to the Paying Agent or to such other agent or agents as may be appointed by P▇▇▇▇▇Exchange Agent, together with such letter of transmittal, duly completed and validly executed, as applicable, executed in accordance with the instructions thereto and such other documents as may reasonably be required by the Paying Agentpursuant to such instructions, the holder of such Company Certificate shall be entitled to receive promptly in exchange therefor (A) a certificate representing the amount number of cash equal to the Merger Consideration whole shares of Parent Common Stock that such holder has the right to receive as part of the Merger Consideration, a (B) a check for cash in lieu of fractional shares of Parent Common Stock, any dividends or other distributions to which such holder is entitled pursuant to Section 2.01(c)2.7 and any other cash to which such holder is entitled, and the Company Certificate so surrendered shall forthwith be canceledcancelled. In Until so surrendered, each outstanding Company Certificate shall be deemed from and after the event Closing, for all corporate purposes, to evidence the right to receive upon such surrender such a certificate and check. Any portion of a transfer the shares of ownership Parent Common Stock and cash deposited with the Exchange Agent pursuant to Section (b) above, which remains undistributed to the holders of the shares of Company Common Stock that is not registered in for 12 months after the stock transfer books of the Company, payment of the Merger Consideration in exchange therefor may be made to a person other than the person in whose name the Certificate so surrendered is registered, if such Certificate Closing shall be properly endorsed or otherwise be in proper form for transferdelivered to Parent, upon demand, and the person requesting any holders of shares of Company Common Stock who have not theretofore complied with this Exhibit A shall thereafter be entitled to receive from Parent such payment shall pay any transfer or other taxes required by reason of the payment to a person other than the registered holder certificate and check. Any such portion of such Certificate shares and cash remaining unclaimed by holders of shares of Company Common Stock immediately prior to such time as such amounts otherwise escheat to or establish become to or become property of any Governmental Entity shall, to the satisfaction extent permitted by Law, become the property of the Surviving Corporation that such tax has been paid or is not applicable. No interest shall be paid or shall accrue on the cash payable upon surrender free and clear of any Certificateclaims or interest of any person previously entitled thereto.

Exchange Procedures. As soon (a) Prior to the Effective Time, Holdco shall appoint Continental Stock Transfer & Trust Company (“Continental”), as reasonably practicable after agent (the “Exchange Agent”), for the purpose of exchanging the merger consideration for (i) Quartet Certificates, (ii) Company Certificates and (iii) any uncertificated shares of Quartet or the Company (the “Uncertificated Shares”). Upon surrender of the Quartet Certificates and Company Certificates and any Uncertificated Shares and delivery of a duly executed letter of transmittal, in each case to the Exchange Agent, the holders of such Quartet Certificates and Company Certificates shall receive in exchange therefor certificates representing the Holdco Shares (“Holdco Certificates”) into which their shares of Quartet Common Stock, Quartet Rights, Company Common Shares and Company Preferred Shares shall be converted at the Effective Time and in the Quartet Certificates, Company Certificates and any event within three (3) Business Days following the Closing Date, the Surviving Corporation or Parent shall cause the Paying Agent to mail to each holder of record of a Certificate whose shares of Company Common Stock were converted into the right to receive the Merger Consideration pursuant to Section 2.01(c), (i) a form of letter of transmittal (which shall include an accompanying IRS Form W-9 or the applicable IRS Form W-8, shall specify that delivery shall be effected and risk of loss and title to the Certificates held by such person shall pass only upon proper delivery of the Certificates to the Paying Agent, and shall be in a customary form and have such other customary provisions as Parent may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the Merger Consideration. Notwithstanding the foregoing, any holder of shares of Company Common Stock held in book-entry form shall not be required to deliver a Certificate or an executed letter of transmittal to receive the Merger Consideration pursuant to Section 2.01(c) in respect thereof and shall, upon receipt of an “agent’s message” in customary form at the Effective Time (or such other customary evidence, if any, as the Paying Agent may reasonably request) be deemed to have surrendered the Certificate with respect to such shares of Company Common Stock held in book-entry form. Upon surrender (or deemed surrender) of a Certificate for cancelation to the Paying Agent or to such other agent or agents as may be appointed by P▇▇▇▇▇, together with such letter of transmittal, duly completed and validly executed, as applicable, and such other documents as may reasonably be required by the Paying Agent, the holder of such Certificate shall be entitled to receive in exchange therefor the amount of cash equal to the Merger Consideration that such holder has the right to receive pursuant to Section 2.01(c), and the Certificate Uncertificated Shares so surrendered shall forthwith be canceled. In Holdco shall make available to the event of a transfer of ownership of Company Common Stock that is not registered Exchange Agent, as necessary, the Holdco Certificates to be paid in the stock transfer books respect of the CompanyQuartet Certificates, payment of Company Certificates and the Merger Consideration Uncertificated Shares surrendered. Until so surrendered, outstanding Quartet Certificates, Company Certificates and Uncertificated Shares will be deemed, from and after the Effective Time, to evidence only the right to receive the merger consideration to which the holder thereof is entitled pursuant to Sections 1.5(a) and 1.5(b). (b) If certificates representing Holdco Shares are to be issued in a name other than that in which the Quartet Certificates or Company Certificates surrendered in exchange therefor may are registered, it will be made to a person other than condition of the person in whose name issuance thereof that the Certificate Quartet Certificates or Company Certificates so surrendered is registered, if such Certificate shall will be properly endorsed or and otherwise be in proper form for transfer, accompanied by an instrument of transfer that is reasonably satisfactory to the Company and that the person persons requesting such payment shall pay exchange will have paid to Holdco, or any agent designated by it, any transfer or other taxes required by reason of the payment to a person issuance of certificates representing Holdco Shares in any name other than that of the registered holder of such Certificate the Quartet Certificates or establish Company Certificates surrendered, or established to the satisfaction of the Surviving Corporation Holdco or any agent designated by it that such tax has been paid or is not applicable. No interest shall be paid or shall accrue on the cash payable upon surrender of any Certificatepayable.

Exchange Procedures. (i) As soon promptly as reasonably practicable after following the Effective Time and (but in any no event within three later than two (32) Business Days following the Closing Datethereafter), the Surviving Corporation or Parent Entity shall cause the Paying Exchange Agent to mail (and to make available for collection by hand) (A) to each holder of record of a Certificate whose shares of Company Common Stock were converted into the right to receive the Merger Consideration pursuant to Section 2.01(c), (ix) a form of letter of transmittal (a “Letter of Transmittal”), which shall include an accompanying IRS Form W-9 or the applicable IRS Form W-8, shall specify that delivery shall be effected effected, and risk of loss and title to the Certificates held by such person shall pass only upon proper delivery of the Certificates (or affidavits of loss in lieu thereof) to the Paying Exchange Agent, and which Letter of Transmittal shall be in a customary such form and have such other customary provisions as Parent the Surviving Entity may reasonably specify) , and (iiy) instructions for use in effecting the surrender of the Certificates in exchange for the Merger Consideration. Notwithstanding Consideration into which the foregoing, any holder number of shares of Company Common Stock held previously represented by such Certificate shall have been converted pursuant to this Agreement, together with any amounts payable in book-entry form respect of dividends or distributions on shares of Parent Common Stock in accordance with Section 3.2(d) (which instructions shall not provide that, at the election of the surrendering holder, (1) Certificates may be required to deliver a Certificate surrendered by hand delivery or an executed letter of transmittal to receive otherwise or (2) the Merger Consideration in exchange therefor, together with any amounts payable in respect of dividends or distributions on shares of Parent Common Stock in accordance with Section 3.2(d), may be collected by hand by the surrendering holder or by check or wire transfer to the surrendering holder), (B) to each holder of a Company Option, a certificate representing an option to acquire shares of Parent Common Stock or a check or direct deposit, in each case in an amount due and payable to such holder pursuant to Section 2.01(c3.3(a) in respect thereof of such Company Option, (C) to each holder of a Company Restricted Stock Unit, a certificate representing a Rollover RSU or a check or direct deposit, in each case in an amount due and shall, upon receipt of an “agent’s message” in customary form at the Effective Time (or such other customary evidence, if any, as the Paying Agent may reasonably request) be deemed to have surrendered the Certificate with respect payable to such holder pursuant to Section 3.3(b) in respect of such Company Restricted Stock Unit, (D) to each holder of a share of Company Restricted Stock, a certificate representing shares of Company Parent Common Stock held in book-entry form. an amount due and payable to such holder pursuant to Section 3.3(c) in respect of such share of Company Restricted Stock, (E) to each holder of a Company Performance Share, a certificate representing shares of Parent Common Stock in an amount due and payable to such holder pursuant to Section 3.3(d) in respect of such Company Performance Share, and (F) to each holder of a Company DER, the payment due and payable to such holder pursuant to Section 3.3(e). (ii) Upon surrender (or deemed surrender) of a Certificate (or affidavit of loss in lieu thereof) for cancelation cancellation to the Paying Agent or to such other agent or agents as may be appointed by P▇▇▇▇▇Exchange Agent, together with such letter a Letter of transmittal, Transmittal duly completed and validly executed, as applicableexecuted in accordance with the instructions thereto, and such other documents as may reasonably be required by the Paying Exchange Agent, the holder of such Certificate shall be entitled to receive in exchange therefor the amount Merger Consideration for each share of cash equal Company Common Stock formerly represented by such Certificate pursuant to the Merger Consideration provisions of this Article III plus any cash such holder is entitled to receive in lieu of fractional shares of Parent Common Stock that such holder has the right to receive pursuant to the provisions of Section 2.01(c3.1(b) and any amounts that such holder has the right to receive in respect of dividends or distributions on shares of Parent Common Stock in accordance with Section 3.7, to be mailed, made available for collection by hand or delivered by wire transfer, within two (2) Business Days following the later to occur of (A) the Effective Time or (B) the Exchange Agent’s receipt of such Certificate (or affidavit of loss in lieu thereof), and the Certificate (or affidavit of loss in lieu thereof) so surrendered shall be forthwith canceled. The Exchange Agent shall accept such Certificates (or affidavits of loss in lieu thereof) upon compliance with such reasonable terms and conditions as the Exchange Agent may impose to effect an orderly exchange thereof in accordance with normal exchange practices. Until surrendered as contemplated by this Section 3.2, each Certificate shall be deemed, at any time after the Effective Time, to represent only the right to receive, upon such surrender, the Merger Consideration as contemplated by this Article III. No interest shall be paid or accrued for the benefit of holders of the Certificates on the Merger Consideration payable upon the surrender of the Certificates. (iii) As promptly as practicable following the Effective Time (but in no event later than two (2) Business Days thereafter), the Surviving Entity shall cause the Exchange Agent (A) to issue to each holder of Book-Entry Shares that number of uncertificated whole shares of Parent Common Stock that such holder is entitled to receive pursuant to Section 3.1(b) in respect of such Book-Entry Shares, and (B) to issue and deliver to each holder of Book-Entry Shares a check or wire transfer for any amounts payable in respect of dividends or distributions on shares of Parent Common Stock in accordance with Section 3.2(d) and any other amount such holder is entitled to receive in lieu of fractional shares of Parent Common Stock that such holder has the right to receive pursuant to the provisions of Section 3.1(b), in each case without such holder being required to deliver a Certificate or an executed Letter of Transmittal to the Exchange Agent, and such Book-Entry Shares shall then be canceled. No interest shall be paid or accrued for the benefit of holders of Book-Entry Shares on the Merger Consideration payable in respect of the Book-Entry Shares. (iv) In the event of a transfer of ownership of shares of Company Common Stock that is not registered in the stock transfer books records of the Company, it shall be a condition of payment of that any Certificate surrendered in accordance with the Merger Consideration procedures set forth in exchange therefor may be made to a person other than the person in whose name the Certificate so surrendered is registered, if such Certificate this Section 3.2(c) shall be properly endorsed or shall be otherwise be in proper form for transfer, or any Book-Entry Share shall be properly transferred, and that the person Person requesting such payment shall pay have paid any transfer or Transfer Taxes and other taxes Taxes required by reason of the payment of the Merger Consideration to a person other than the registered holder of such the Certificate or establish Book-Entry Share surrendered or shall have established to the satisfaction of the Surviving Corporation Parent that such tax Tax either has been paid or is not applicable. No interest shall be paid or shall accrue on the cash payable upon surrender of any Certificate.

Exchange Procedures. (a) As soon promptly as reasonably practicable after the Effective Time and in any event within three (3) Business Days following the Closing DateTime, the Surviving Corporation or Parent Holdco shall cause the Paying Exchange Agent to mail send to each holder of record of a Certificate shares of Company Common Stock whose shares of Company Common Stock were converted pursuant to Section 1.7 into the Stock Consideration and the right to receive the Merger Cash Consideration pursuant to Section 2.01(c), (i) a form of letter of transmittal (which shall include an accompanying IRS Form W-9 or the applicable IRS Form W-8, shall specify that delivery shall be effected and risk of loss and title to the Certificates held or Uncertificated Company Stock shall pass, only upon (A) with respect to shares evidenced by such person shall pass only Certificates, delivery of the Certificates (or affidavits of loss in lieu thereof) and (B) with respect to Uncertificated Company Stock, upon proper delivery of any “agent’s message” regarding the Certificates book-entry transfer of Uncertificated Company Stock (or such other evidence, if any, of the transfer as the Exchange Agent may reasonably request), as applicable, to the Paying Agent, Exchange Agent and shall be in a customary form and have such other customary provisions as Parent may reasonably specify) (the “Letter of Transmittal”) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the Merger Consideration. Notwithstanding the foregoing, any holder or Uncertificated Company Stock. (b) Upon surrender of shares of Company Common Stock held in book-entry form shall not be required to deliver a Certificate or an executed letter of transmittal to receive the Merger Consideration pursuant to Section 2.01(c) in respect thereof and shall, upon receipt of an “agent’s message” in customary form at the Effective Time (or such other customary evidence, if any, as the Paying Agent may reasonably request) be deemed to have surrendered the Certificate with respect to such shares of Uncertificated Company Common Stock held in book-entry form. Upon surrender (or deemed surrender) of a Certificate for cancelation to the Paying Exchange Agent or to such other agent or agents as may be appointed by P▇▇▇▇▇, together with such letter a Letter of transmittalTransmittal, duly completed and validly executed, as applicable, and such other documents as may reasonably be required by the Paying Exchange Agent, Holdco shall cause the Exchange Agent to, as promptly as practicable, (i) in the case of the Stock Consideration, credit in the stock ledger and other appropriate books and records of Holdco the number of shares of the holder of such Certificates of Uncertificated Company Stock into which the shares of Company Common Stock represented by such Certificate shall be entitled or Uncertificated Company Stock have been converted pursuant to receive this Agreement, and (ii) in exchange therefor the case of the Cash Consideration, pay and deliver a check in the amount of cash equal to the Merger aggregate Cash Consideration that such holder has the right to receive pursuant to this Agreement together with any dividends or other distributions to which such Certificates or Uncertificated Company Stock become entitled in accordance with Section 2.01(c), and the Certificate so surrendered shall forthwith be canceled. 2.3. (c) In the event of a transfer of ownership of Company Common Stock that which is not registered in the stock transfer books records of the Company, payment any shares of Holdco Common Stock to be credited upon, and any cash to be paid upon, due surrender of the Merger Consideration in exchange therefor Certificate or Uncertificated Company Stock formerly representing such shares of Company Common Stock Holdco may be made cause the Exchange Agent to credit or pay, as the case may be, to such a person other than the person in whose name the Certificate so surrendered is registered, transferee only if such Certificate shall be properly endorsed or otherwise be in proper form for transferUncertificated Company Stock is presented to the Exchange Agent, accompanied by all documents required to evidence and the person requesting effect such payment shall pay any transfer or other taxes required by reason of the payment and to a person other than the registered holder of such Certificate or establish evidence to the satisfaction of the Surviving Corporation Exchange Agent that such tax has any applicable stock transfer or similar Taxes have been paid or is are not applicable. (d) Until surrendered as contemplated by this Section 2.2, each Certificate and Uncertificated Company Stock shall at any time after the Effective Time represent, upon such surrender, the Stock Consideration and the right to receive the Cash Consideration into which the shares represented by such Certificates or Uncertificated Company Stock have been converted pursuant to this Agreement, together with any dividends or other distributions to which such Certificates or Uncertificated Company Stock become entitled in accordance with Section 2.3. (e) Each Parent Certificate immediately prior to the Effective Time shall, from and after the Effective Time and as a result of the Merger, represent an equivalent number of shares of Holdco Common Stock. No interest At the Effective Time, Holdco shall cause the Exchange Agent to credit in the stock ledger and other appropriate books and records of Holdco an equivalent number of shares of Holdco Common Stock for any uncertificated shares of Parent Common Stock (other than any Parent Cancelled Shares); provided, however, that if an exchange of Parent Certificates for new certificates is required by Law or applicable rule or regulation, or is desired at any time by Holdco, in its sole discretion, Holdco shall arrange for such exchange on a one-for-one-share basis. For the avoidance of doubt, from and after the Effective Time, the former holders of Parent Common Stock, which has been converted into Holdco Common Stock at the Effective Time, shall be paid or shall accrue on the cash payable upon surrender entitled to receive any dividends and distributions which may be made with respect to such shares of any CertificateHoldco Common Stock.

Exchange Procedures. As soon as reasonably practicable after the Effective Time and in any event within three (3) Business Days following the Closing Date, the Surviving Corporation or Parent The Exchange Agent shall cause the Paying Agent to mail to each holder of record of a Certificate whose certificates representing shares of Company Common Stock and Company Preferred Stock ("Company Certificates"), whose shares were converted into the right to receive the Merger Consideration Parent Common Stock (and cash in lieu of fractional shares pursuant to Section 2.01(c), 3.04) promptly after the Effective Time: (i) a form of letter of transmittal in form and substance satisfactory to Company, such approval not to be unreasonably withheld (which shall include an accompanying IRS Form W-9 or the applicable IRS Form W-8, shall specify that delivery shall be effected effected, and risk of loss and title to the Company Certificates held by such person shall pass pass, only upon proper delivery receipt of the Company Certificates to by the Paying Exchange Agent, and shall be in a customary such form and have such other customary provisions as Parent may reasonably specify) ); and (ii) instructions for use in effecting the surrender of the Company Certificates in exchange for the Merger Consideration. Notwithstanding the foregoing, Parent Certificates (and cash in lieu of any holder of shares of Company Common Stock held in book-entry form shall not be required to deliver a Certificate or an executed letter of transmittal to receive the Merger Consideration pursuant to Section 2.01(c) in respect thereof and shall, upon receipt of an “agent’s message” in customary form at the Effective Time (or such other customary evidence, if any, as the Paying Agent may reasonably request) be deemed to have surrendered the Certificate with respect to such shares of Company Common Stock held in book-entry formfractional share). Upon surrender (or deemed surrender) of a Certificate Company Certificates for cancelation cancellation to the Paying Exchange Agent or to such other agent or agents as may be appointed by P▇▇▇▇▇Parent, together with such letter of transmittal, duly completed and validly executed, as applicable, and such other documents as may be reasonably be required by the Paying Exchange Agent, the holder of such Certificate Company Certificates shall be entitled to receive in exchange therefor a Parent Certificate representing the amount number of cash equal to the Merger Consideration whole Parent Common Stock that such holder has the right to receive pursuant to this Article III and payment of cash in lieu of any fractional share which such holder has the right to receive pursuant to Section 2.01(c)3.04, and the Certificate Company Certificates so surrendered shall forthwith be canceled. In Until so surrendered, each outstanding Company Certificate that, prior to the event of a transfer of ownership Effective Time, represented shares of Company Common Stock that is not registered or Company Preferred Stock will be deemed from and after the Effective Time, for all purposes, to evidence the right to receive the number of full shares of Parent Common Stock into which such shares of Company Common Stock or Company Preferred Stock, as the case may be, shall have been so converted and the right to receive an amount in the stock transfer books cash in lieu of the Companyissuance of any fractional share in accordance with Section 3.04. Notwithstanding any other provision of this Agreement, payment of the Merger Consideration in exchange therefor may be made to a person other than the person in whose name the Certificate so surrendered is registered, if such Certificate shall be properly endorsed or otherwise be in proper form for transfer, and the person requesting such payment shall pay any transfer or other taxes required by reason of the payment to a person other than the registered holder of such Certificate or establish to the satisfaction of the Surviving Corporation that such tax has been paid or is not applicable. No no interest shall will be paid or shall will accrue on the any cash payable upon surrender to holders of any CertificateCompany Certificates pursuant to the provisions of this Article III.

Exchange Procedures. As soon as reasonably practicable Within two Business Days after the Effective Time and in any event within three (3) Business Days following the Closing DateTime, the Surviving Corporation or Parent NBT shall cause the Paying Exchange Agent to mail or personally deliver to each holder of record (or his or her attorney-in-fact) of a Certificate certificate or certificates which immediately prior to the Effective Time represented outstanding Shares (the "Certificates"), whose shares of Company Common Stock Shares were converted into the right to receive the Merger Consideration shares of NBT Common Stock pursuant to Section 2.01(c1.08 and cash in lieu of fractional shares of NBT Common Stock (if any), (i) a form of letter of transmittal (which shall include an accompanying IRS Form W-9 or the applicable IRS Form W-8, shall specify that delivery shall be effected effected, and risk of loss and title to the Certificates held by such person shall pass pass, only upon proper delivery of the Certificates to the Paying Agent, Exchange Agent and shall be in a customary such form and have such other customary provisions as Parent NBT and BSB may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the Merger Consideration. Notwithstanding the foregoing, any holder of certificates representing whole shares of Company NBT Common Stock held in book-entry form shall not be required to deliver a Certificate together with any dividends or an executed letter of transmittal to receive the Merger Consideration pursuant to Section 2.01(c) in respect thereof and shall, upon receipt of an “agent’s message” in customary form at the Effective Time (or such other customary evidence, if any, as the Paying Agent may reasonably request) be deemed to have surrendered the Certificate distributions with respect to such shares thereto and any cash in lieu of Company Common Stock held in book-entry formfractional shares. Upon surrender (or deemed surrender) of a Certificate for cancelation cancellation to the Paying Agent or to such other agent or agents as may be appointed by P▇▇▇▇▇Exchange Agent, together with such letter of transmittal, duly completed and validly executed, as applicable, and such other documents documentation as may reasonably be required by the Paying Agentpursuant to such instructions, the holder of such Certificate shall be entitled to receive in exchange therefor the amount a certificate representing that number of cash equal to the Merger Consideration that whole shares of NBT Common Stock, which such holder has the right to receive in respect of the Shares formerly represented by such Certificate surrendered pursuant to the provisions of this Article I (after taking into account all Shares then held by such holder) and cash in lieu of fractional shares of NBT Common Stock (if any) to which such holder is entitled pursuant to Section 2.01(c1.09(e) and any dividends or other distributions to which such holder is entitled pursuant to Section 2.02(c), and the Certificate so surrendered shall forthwith be canceledcancelled. In the event of a transfer of ownership of Company Common Stock that Shares which is not registered in the transfer records of BSB, a certificate representing the proper number of shares of NBT Common Stock may be issued to a transferee if the Certificate representing such Shares is presented to the Exchange Agent, accompanied by all documents required to evidence and effect such transfer and by evidence that any applicable stock transfer books of the Companytaxes have been paid. Until surrendered as contemplated by this Section 1.09, payment of the Merger Consideration in exchange therefor may be made to a person other than the person in whose name the Certificate so surrendered is registered, if such each Certificate shall be properly endorsed or otherwise be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the certificate representing shares of NBT Common Stock, cash in proper form for transfer, lieu of any fractional shares of NBT Common Stock to which such holder is entitled pursuant to Section 1.09(e) and the person requesting such payment shall pay any transfer dividends or other taxes required by reason of the payment distributions to a person other than the registered which such holder of such Certificate or establish is entitled pursuant to the satisfaction of the Surviving Corporation that such tax has been paid or is not applicable. No interest shall be paid or shall accrue on the cash payable upon surrender of any CertificateSection 1.09(c).

Exchange Procedures. (i) As soon as reasonably practicable after the Effective Time Time, and in any event within three (3) 5 Business Days following the Closing Datethereafter, the Surviving Corporation or Parent shall cause the Paying Exchange Agent to mail to each holder of record of a Company Certificate or Book-Entry Share whose shares of Company Common Stock were converted into the right to receive the Merger Consideration pursuant to Section 2.01(c), (iA) a form of letter of transmittal (which shall include an accompanying IRS Form W-9 or the applicable IRS Form W-8, shall will specify that delivery shall will be effected effected, and risk of loss and title to the Company Certificates held by such person shall pass will pass, only upon proper delivery of the Company Certificates to the Paying AgentExchange Agent or, in the case of Book-Entry Shares, upon adherence to the procedures set forth in the letter of transmittal, and shall such letter of transmittal will be in a customary form and have such other customary provisions as Parent may reasonably specifyspecify consistent with this Agreement) and (iiB) instructions for use in effecting the surrender of the Company Certificates or, in the case of Book-Entry Shares, the surrender of such Book-Entry Shares in exchange for the Merger Consideration. Notwithstanding . (ii) After the foregoingEffective Time, any holder and upon surrender in accordance with this Article II of shares of a Company Common Stock held in book-entry form shall not be required to deliver a Certificate or an executed letter of transmittal to receive the Merger Consideration pursuant to Section 2.01(c) in respect thereof and shall, upon receipt of an “agent’s message” in customary form at the Effective Time (or such other customary evidence, if any, as the Paying Agent may reasonably request) be deemed to have surrendered the Certificate with respect to such shares of Company Common Stock held in bookBook-entry form. Upon surrender (or deemed surrender) of a Certificate Entry Shares for cancelation cancellation to the Paying Agent or to such other agent or agents as may be appointed by P▇▇▇▇▇Exchange Agent, together with such letter of transmittal, duly completed and validly executed, as applicable, and such other documents as may reasonably be required by the Paying Exchange Agent, the holder of such Company Certificate shall or Book-Entry Shares will be entitled to receive in exchange therefor the amount of cash equal to the Merger Consideration in the form of (A) a certificate or book-entry share representing that number of whole shares of Parent Common Stock that such holder has the right to receive pursuant to the provisions of this Article II, after taking into account all the shares of Company Common Stock then held by such holder under all such Book-Entry Shares or Company Certificates so surrendered and (B) a check for the full amount of cash that such holder has the right to receive pursuant to the provisions of this Article II, including the Cash Consideration, cash in lieu of fractional shares, certain dividends or other distributions, if any, in accordance with Section 2.01(c2.2(c), and the Company Certificate or Book-Entry Shares so surrendered shall will forthwith be canceled. In the event of a transfer of ownership of shares of Company Common Stock that is not registered in the stock transfer books records of the Company, payment of the Merger Consideration in exchange therefor may be made issued to a person other than the person in whose name the Company Certificate or Book-Entry Share so surrendered is registered, registered (the “Transferee”) if such Company Certificate shall be or Book-Entry Share is properly endorsed or otherwise be in proper form for transfer, transfer and the person requesting such payment shall pay Transferee pays any transfer or other taxes Taxes required by reason of the such payment to a person other than the registered holder of such Company Certificate or establish Book-Entry Shares or establishes to the satisfaction of the Surviving Corporation Exchange Agent that such tax Tax has been paid or is not applicable. Until surrendered as contemplated by this Section 2.2(b), each Company Certificate and each Book-Entry Share will be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration that the holder thereof has the right to receive in respect of such Company Certificate pursuant to the provisions of this Article II and certain dividends or other distributions, if any, in accordance with Section 2.2(c). No interest shall will be paid or shall will accrue on any Merger Consideration payable to holders of Company Certificates or Book-Entry Shares pursuant to the cash payable upon surrender provisions of any Certificatethis Article II.

Exchange Procedures. As soon as reasonably practicable Commencing on the 35th day after the Effective Time and in any event within three (3) Business Days following the Closing Datedate hereof, the Surviving Corporation or Parent shall cause the Paying Exchange Agent to mail promptly deliver to each holder of record of a Certificate whose certificate or certificates representing outstanding shares of Company Common Stock were converted into (the right "Stock Certificates") and to receive each holder of record of a certificate or instrument which immediately prior to the Merger Consideration pursuant to Section 2.01(c)Effective Time represented any outstanding Company Options (the "Option Certificates" and, collectively together with the Stock Certificates, the "Certificates") from whom the Exchange Agent receives a written request (i) a form of letter of transmittal (which shall include an accompanying IRS Form W-9 or the applicable IRS Form W-8, shall specify that delivery shall be effected effected, and risk of loss and title to the Certificates held by such person shall pass pass, only at or following the Effective Time and upon proper delivery of the Certificates to the Paying Agent, Exchange Agent and which shall be in a customary such form and have such other customary provisions as Parent and the Company may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the Merger Consideration. Notwithstanding cash payable pursuant to Section 2.07(c) or 2.10, as the foregoingcase may be, any holder of with respect to the shares of Company Common Stock held in book-entry form shall not be required to deliver a Certificate or an executed Company Options formerly represented thereby. The letter of transmittal with respect to receive Option Certificates shall contain language waiving any claims the Merger Consideration pursuant holders thereof may have against Parent or the Company or any Affiliates of either with respect to Section 2.01(cthe Company Options. As soon as reasonably practicable (and in any event not later than three (3) in respect thereof Business Days) after the Effective Time, Parent shall cause the Exchange Agent to mail a letter of transmittal and shall, upon receipt the instructions described above to each holder of an “agent’s message” in customary form record of a Certificate who has not previously requested such documents from the Exchange Agent. Each holder of a Certificate shall be entitled to surrender such Certificate to the Exchange Agent at the Effective Time (in accordance with the procedures described herein. Upon surrender of a Stock Certificate or such other customary evidence, if anyOption Certificate, as the Paying Agent case may reasonably request) be deemed to have surrendered the Certificate with respect to such shares of Company Common Stock held in book-entry form. Upon surrender (or deemed surrender) of a Certificate for cancelation be, to the Paying Agent or to such other agent or agents as may be appointed by P▇▇▇▇▇Exchange Agent, together with such letter of transmittal, duly completed and validly executed, as applicable, and such other documents as may reasonably be required by the Paying Agent, (x) the holder of such Stock Certificate shall be entitled to receive promptly in exchange therefor the amount of cash equal Cash Consideration (to be paid in immediately available funds) which such holder has the right to receive pursuant to the Merger Consideration provisions of Section 2.07(c) (provided that Stock Certificates delivered to the Exchange Agent at the Closing shall be paid at the Closing) and the Stock Certificate so surrendered shall immediately be canceled, and (y) the holder of such Option Certificate shall be entitled to receive (to be paid in immediately available funds) promptly (but no earlier than the seventh day after the Closing Date) in exchange therefor the consideration which such holder has the right to receive pursuant to Section 2.01(c2.10 hereof (which shall include the interest payment specified in Section 2.10), and the Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of Company Common Stock that is not registered in the stock transfer books of the Company, payment of the Merger Consideration in exchange therefor may be made to a person other than the person in whose name the Certificate so surrendered is registered, if such Certificate shall be properly endorsed or otherwise be in proper form for transfer, and the person requesting such payment shall pay any transfer or other taxes required by reason of the payment to a person other than the registered holder of such Certificate or establish to the satisfaction of the Surviving Corporation that such tax has been paid or is not applicable. No interest shall be paid or shall accrue on the cash payable upon surrender of any Certificate.

Exchange Procedures. As (a) At the Effective Time of the Merger, Parent shall deposit with the Exchange Agent for the benefit of the holders of shares of Company Stock outstanding immediately prior to the Effective Time of the Merger, for exchange in accordance with this Section 2.5 through the Exchange Agent, cash in the amount of the aggregate Merger Consideration payable to (i) such holders of Company Stock pursuant to Section 2.2 in exchange for their shares of Company Stock and (ii) such holders of Company Stock Options, pursuant to Section 12.2 in exchange for their Company Stock Options (collectively, the “Exchange Fund”). (b) Parent shall direct the Exchange Agent to mail, as soon as reasonably practicable after the Effective Time and in any event within three (3) Business Days following of the Closing DateMerger, the Surviving Corporation or Parent shall cause the Paying Agent to mail to each holder of record of a Certificate whose shares of Company Common Stock which are represented by (x) a certificate or certificates which immediately prior to the Effective Time of the Merger represented outstanding shares of Company Stock (the “Certificates”) or (y) an entry to that effect in the shareholder records maintained on behalf of Company by the Company stock transfer agent (the “Book Entry Shares”), whose shares were converted into the right to receive the Merger Consideration pursuant to Section 2.01(c)2.2 hereof, (i) a form of letter of transmittal (which shall include an accompanying IRS Form W-9 or the applicable IRS Form W-8, shall specify that delivery shall be effected effected, and risk of loss and title to the Certificates held by such person (if any) shall pass pass, only upon proper delivery of the Certificates to the Paying Agent, Exchange Agent and shall be in a customary such form and have such other customary provisions as Parent and Company may reasonably specify) ), and (ii) instructions for use in effecting the surrender of the Certificates or authorizing transfer and cancellation of Book Entry Shares in exchange for the Merger Consideration. Notwithstanding the foregoing, any holder of shares of Company Common Stock held in book-entry form shall not be required to deliver a Certificate or an executed letter of transmittal to receive the Merger Consideration pursuant to Section 2.01(c) in respect thereof and shall, upon receipt of an “agent’s message” in customary form at the Effective Time (or such other customary evidence, if any, as the Paying Agent may reasonably request) be deemed to have surrendered the Certificate with respect to such shares of Company Common Stock held in book-entry form. Upon surrender (or deemed surrender) of a Certificate for cancelation cancellation to the Paying Exchange Agent or to such other agent or agents as may be appointed by P▇▇▇▇▇Parent, or authorizing transfer of Book Entry Shares, together with such letter of transmittal, duly completed and validly executed, as applicable, and such other documents as may reasonably be required by the Paying Agent, the holder of such Certificate shares of Company stock shall be entitled to receive in exchange therefor the amount of cash equal to the Merger Consideration that which such holder has the right to receive pursuant to Section 2.01(c)2.2 hereof, and the any Certificate so surrendered shall forthwith be canceledcancelled. In Until surrendered as contemplated by this Section 2.5, each Certificate and any Book Entry Shares shall be deemed at any time after the event of a transfer of ownership of Company Common Stock that is not registered in the stock transfer books of the Company, payment Effective Time of the Merger to represent only the right to receive upon such surrender the Merger Consideration to be paid in exchange consideration therefor may be made to a person other than the person in whose name the Certificate so surrendered is registered, if such Certificate shall be properly endorsed or otherwise be in proper form for transfer, and the person requesting such payment shall pay any transfer or other taxes required by reason of the payment to a person other than the registered holder upon surrender of such Certificate or establish transfer of the Book Entry Shares, as the case may be, as contemplated by this Section 2.5. Notwithstanding anything to the satisfaction contrary set forth herein, if any holder of shares of Company Stock that are not Book Entry Shares should be unable to surrender the Certificates for such shares, because they have been lost or destroyed, such holder shall, if required by Parent or Exchange Agent, deliver in lieu thereof a bond in form and substance and with surety reasonably satisfactory to Parent and shall be entitled to receive the Merger Consideration to be paid in consideration therefor in accordance with Section 2.2 hereof. (c) If, after the Effective Time of the Merger, Certificates or Book Entry Shares are presented to Parent for any reason, they shall be cancelled and exchanged as provided in this Agreement. (d) Any portion of the Exchange Fund which remains undistributed to the shareholders of Company following the passage of six months after the Effective Time of the Merger shall be delivered to the Surviving Corporation, upon demand, and any shareholders of Company who have not theretofore complied with this Section 2.5 shall thereafter look only to the Surviving Corporation that such tax has been paid and/or Parent for payment of their claim for the Merger Consideration payable in consideration for any Certificate or is not applicable. No interest transfer of any Book Entry Shares, without interest. (e) Except as otherwise required by law, none of Parent, Company or the Surviving Corporation shall be paid liable to any holder of shares of Company Stock for such cash from the Exchange Fund delivered to a public official pursuant to any applicable abandoned property, escheat or shall accrue on the cash payable upon surrender of any Certificatesimilar law.

Exchange Procedures. As soon as reasonably practicable after the Effective Time and in any event within three (3) Business Days following the Closing DateTime, the Surviving Corporation or Parent shall cause instruct the Paying Exchange Agent to mail to each holder of record (as of the Effective Time) of a Certificate whose certificate or certificates, which immediately prior to the Effective Time represented outstanding shares of Company Common Stock were converted into (the right to receive the Merger Consideration pursuant to Section 2.01(c"CERTIFICATES"), (i) a form of letter of transmittal in customary form (which shall include an accompanying IRS Form W-9 or the applicable IRS Form W-8, shall specify that delivery shall be effected effected, and risk of loss and title to the Certificates held by such person shall pass pass, only upon proper delivery of the Certificates to the Paying Agent, Exchange Agent and shall be in a customary form and have contain such other customary provisions as Parent may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the Merger Consideration. Notwithstanding the foregoing, any holder of certificates representing shares of Company Parent Common Stock held in book-entry form shall not be required to deliver a Certificate or an executed letter of transmittal to receive the Merger Consideration pursuant to Section 2.01(c1.09(a), cash in lieu of any fractional shares pursuant to Section 1.09(f) in respect thereof and shall, upon receipt of an “agent’s message” in customary form at the Effective Time (any dividends or such other customary evidence, if any, as the Paying Agent may reasonably request) be deemed distributions pursuant to have surrendered the Certificate with respect to such shares of Company Common Stock held in book-entry formSection 1.10(d). Upon surrender (or deemed surrender) of a Certificate Certificates for cancelation cancellation to the Paying Agent Exchange Agent, or to such other agent or agents as may be appointed by P▇▇▇▇▇Parent, together with such letter of transmittal, duly completed and validly executed, as applicable, and such other documents as may reasonably be required by executed in accordance with the Paying Agentinstructions thereto, the holder holders of such Certificate Certificates shall be entitled to receive in exchange therefor certificates representing the amount number of cash equal whole shares of Parent Common Stock into which their shares of Company Common Stock were converted pursuant to the Merger Consideration that Section 1.09(a), payment in lieu of fractional shares which such holder has holders have the right to receive pursuant to Section 2.01(c1.09(f) and any dividends or other distributions payable pursuant to Section 1.10(d), and the Certificate Certificates so surrendered shall forthwith be canceled. In Until so surrendered, outstanding Certificates will be deemed, from and after the event Effective Time, to evidence only the ownership of a transfer the number of ownership whole shares of Parent Common Stock into which such shares of Company Common Stock that is not registered shall have been so converted pursuant to Section 1.09(a) (including any voting, notice or other rights associated with the ownership of such shares of Parent Common Stock under the Certificate of Incorporation or Bylaws of Parent or under Delaware Law) and the right to receive an amount in the stock transfer books cash in lieu of the Company, payment issuance of the Merger Consideration any fractional shares in exchange therefor may be made to a person other than the person in whose name the Certificate so surrendered is registered, if such Certificate shall be properly endorsed or otherwise be in proper form for transfer, accordance with Section 1.09(f) and the person requesting such payment shall pay any transfer dividends or other taxes required by reason of the payment distributions payable pursuant to a person other than the registered holder of such Certificate or establish to the satisfaction of the Surviving Corporation that such tax has been paid or is not applicable. No interest shall be paid or shall accrue on the cash payable upon surrender of any CertificateSection 1.10(d).

Exchange Procedures. As soon as reasonably practicable Promptly after the Effective Time (and in any event within three (3) Business Days following the Closing Datethereof), the Surviving Corporation or Parent shall cause the Paying Exchange Agent to mail to each holder of record of a Certificate whose shares Shares (other than holders of Company Common Stock were converted into the right to receive the Merger Consideration pursuant to Section 2.01(c), Excluded Shares) (i) a form of letter of transmittal (which shall include an accompanying IRS Form W-9 or the applicable IRS Form W-8, shall specify in customary form specifying that delivery shall be effected effected, and risk of loss and title to the Certificates held by such person shall pass pass, only upon proper delivery of the Certificates (or affidavits of loss in lieu thereof as provided in Section 4.2(g)) to the Paying Exchange Agent, and shall such letter of transmittal to be in a customary such form and have such other customary provisions as Parent and the Company may reasonably specify) agree, and (ii) instructions for use in effecting the surrender of the Certificates (or affidavits of loss in lieu thereof as provided in Section 4.2(g)) in exchange for the Merger Consideration. Notwithstanding the foregoing, any holder of shares of Company Common Stock held in book-entry form shall not be required to deliver a Certificate or an executed letter of transmittal to receive the Merger Consideration pursuant to Section 2.01(c) in respect thereof and shall, upon receipt of an “agent’s message” in customary form at the Effective Time (or such other customary evidence, if any, as the Paying Agent may reasonably request) be deemed to have surrendered the Certificate with respect to such shares of Company Common Stock held in book-entry form. Upon surrender (or deemed surrender) of a Certificate for cancelation (or affidavit of loss in lieu thereof as provided in Section 4.2(g)) to the Paying Exchange Agent or to such other agent or agents as may be appointed by P▇▇▇▇▇, together in accordance with the terms of such letter of transmittal, duly completed and validly executed, as applicable, and such other documents as may reasonably be required by the Paying Agent, the holder of such Certificate shall be entitled to receive in exchange therefor the amount a certificate representing that number of cash equal whole shares of Parent Common Stock (rounded down to the Merger Consideration that nearest whole share) which such holder has the right to receive pursuant to the provisions of this Article IV (after taking into account all the shares of Company Common Stock then held by such holder under all such Certificates so surrendered), cash in lieu of fractional shares of Parent Common Stock to which such holder is entitled pursuant to Section 2.01(c4.2(e), and the Certificate so surrendered any dividends or other distributions to which such holder is entitled pursuant to Section 4.2(c). No interest will be paid or will accrue on any cash payable pursuant to Section 4.2(c) or 4.2(e). The Exchange Agent shall forthwith be canceledcancel the Certificates so surrendered. In the event of a transfer of ownership of Company Common Stock Shares that is not registered in the stock transfer books records of the Company, payment a certificate representing the proper number of shares of Parent Common Stock and a check for any factional shares to be exchanged upon due surrender of the Merger Consideration in exchange therefor Certificate may be made issued to a person other than the person in whose name such transferee if the Certificate so surrendered formerly representing such Shares is registered, if such Certificate shall be properly endorsed or otherwise be in proper form for transfer, and the person requesting such payment shall pay any transfer or other taxes required by reason of the payment to a person other than the registered holder of such Certificate or establish presented to the satisfaction of the Surviving Corporation Exchange Agent, accompanied by all documents required to evidence and effect such transfer and to evidence that such tax has any applicable stock transfer taxes have been paid or is are not applicable. No interest shall be paid or shall accrue on the cash payable upon surrender of any Certificate.

Exchange Procedures. As soon as reasonably practicable after the Effective Time and Time, but in any no event within more than three (3) Business Days following the Closing Datebusiness days thereafter, the Surviving Corporation or Parent Exchange Agent shall cause the Paying Agent to mail to each holder of record of a Certificate whose shares of certificate or certificates which prior thereto represented Company Common Stock were converted into (the right to receive the Merger Consideration pursuant to Section 2.01(c"Certificates"), (i) a form of letter of transmittal (which shall include an accompanying IRS Form W-9 or the applicable IRS Form W-8, shall specify that delivery shall be effected effected, and risk of loss and title to the Certificates held by such person shall pass pass, only upon proper delivery of the Certificates to the Paying Exchange Agent, and shall be in a customary such form and have such other customary provisions as Parent may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the Merger Consideration. Notwithstanding the foregoing, any holder of shares of Company Common Stock held in book-entry form shall not be required to deliver a Certificate or an executed letter of transmittal to receive the Merger Consideration pursuant to Section 2.01(c) in respect thereof and shall, upon receipt of an “agent’s message” in customary form at the Effective Time (or such other customary evidence, if any, as the Paying Agent may reasonably request) be deemed to have surrendered the Certificate with respect to such shares of Company Common Stock held in book-entry form. Upon surrender (or deemed surrender) of a Certificate for cancelation cancellation to the Paying Agent or to such other agent or agents as may be appointed by P▇▇▇▇▇Exchange Agent, together with such a duly executed letter of transmittal, duly completed and validly executed, as applicable, and such other documents as may reasonably be required by the Paying Agent, the holder of such Certificate shall be entitled to receive in exchange therefor the amount (i) a certificate or certificates representing that whole number of cash equal to the Merger Consideration that shares of Parent Common Stock such holder Company Stockholder has the right to receive pursuant to Section 2.01(c)2.1 in such denominations and registered in such names as such holder may request and/or a check representing the Cash Consideration that such Company Stockholder has the right to receive pursuant to Section 2.1 plus (ii) the amount of cash in lieu of fractional shares, if any, and unpaid dividends and distributions, if any, which such 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 represented by the Certificate so surrendered shall forthwith be canceledcancelled. No interest will be paid or accrued on the Merger Consideration or the cash in lieu of fractional shares, if any, and unpaid dividends and distributions, if any, payable to Company Stockholders. In the event of a transfer of ownership of shares of Company Common Stock that is not registered in on the stock transfer books records of the Company, payment a certificate representing the proper number of shares of Parent Common Stock, and/or a check for the Cash Consideration that such Company Stockholder has the right to receive pursuant to Section 2.1 plus the cash to be paid in lieu of fractional shares, if any, and unpaid dividends and distributions, if any, may be issued to such transferee if a Certificate held by such transferee is presented to the Exchange Agent, accompanied by all documents required to evidence and effect such transfer and to evidence that any applicable stock transfer taxes have been paid. Until surrendered as contemplated by this Section 2.3, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon surrender the Merger Consideration plus the cash in exchange therefor lieu of fractional shares, if any, and unpaid dividends and distributions, if any, as provided in this Article II. If any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming such Certificate to be lost, stolen or destroyed and, if required by 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 person other than certificate representing the person proper number of shares of Parent Common Stock and/or a check for the Cash Consideration that such Company Stockholder has the right to receive pursuant to Section 2.1 plus the cash to be paid in whose name the Certificate so surrendered is registeredlieu of fractional shares, if such Certificate shall be properly endorsed or otherwise be in proper form for transferany, with respect to the shares of Company Common Stock formerly represented thereby, and the person requesting such payment shall pay any transfer or other taxes required by reason unpaid dividends and distributions on shares of the payment to a person other than the registered holder of such Certificate or establish to the satisfaction of the Surviving Corporation that such tax has been paid or is not applicable. No interest shall be paid or shall accrue on the cash payable upon surrender of any CertificateParent Common Stock, if any, as provided in this Article II.

Exchange Procedures. As soon as reasonably practicable Promptly after the Effective Time and in any event within three (3) Business Days following the Closing DateTime, the Surviving Corporation or Parent shall cause the Paying Exchange Agent to mail to each holder of record of a Certificate whose shares Shares (other than holders of Company Common Stock were converted into the right to receive the Merger Consideration pursuant to Section 2.01(cExcluded Shares), (i) a form of letter of transmittal (which shall include an accompanying IRS Form W-9 or the applicable IRS Form W-8, shall specify specifying that delivery shall be effected effected, and risk of loss and title to the Certificates held by such person shall pass pass, only upon proper delivery of the Certificates (or affidavits of loss in lieu thereof) to the Paying Exchange Agent, and shall such letter of transmittal to be in a customary such form and have such other customary provisions as Parent and the Company may reasonably specify) agree, and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the Merger Consideration. Notwithstanding the foregoing, any holder of (A) certificates representing shares of Company Parent Common Stock held or Parent Preferred Stock, as applicable, and (B) if applicable, unpaid dividends or other distributions and cash in book-entry form shall not be required to deliver a Certificate or an executed letter lieu of transmittal to receive the Merger Consideration pursuant fractional shares. Subject to Section 2.01(c) in respect thereof and shall4.2(h), upon receipt of an “agent’s message” in customary form at the Effective Time (or such other customary evidence, if any, as the Paying Agent may reasonably request) be deemed to have surrendered the Certificate with respect to such shares of Company Common Stock held in book-entry form. Upon surrender (or deemed surrender) of a Certificate for cancelation cancellation to the Paying Exchange Agent or to such other agent or agents as may be appointed by P▇▇▇▇▇, together with such letter of transmittal, duly completed and validly executed, as applicable, and such other documents as may reasonably be required by the Paying Agent, the holder of such Certificate shall be entitled to receive in exchange therefor (x) a certificate representing that number of whole shares of Parent Common Stock or Parent Preferred Stock, as applicable, that such holder is entitled to receive pursuant to this Article IV, (y) a check in the amount (after giving effect to any required tax withholdings) of (A) any cash equal to the Merger Consideration in lieu of fractional shares plus (B) any cash, including unpaid non-stock dividends and any other dividends or other distributions, that such holder has the right to receive pursuant to Section 2.01(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 amount payable upon due surrender of the Certificates. In the event of a transfer of ownership of Company Common Stock Shares that is not registered in the stock transfer books records of the Company, payment a certificate representing the proper number of shares of Parent Common Stock or Parent Preferred Stock, as applicable, together with a check for any cash to be paid upon due surrender of the Merger Consideration 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 is presented to the Exchange Agent, accompanied by all documents required to evidence and effect such transfer and to evidence that any applicable stock transfer taxes have been paid. If any certificate for shares of Parent Common Stock or Parent Preferred Stock, as applicable, is to be issued in a name other than that in which the Certificate surrendered in exchange therefor may be made to a person other than the person in whose name the Certificate so surrendered is registered, if such Certificate it shall be properly endorsed or otherwise be in proper form for transfer, and a condition of such exchange that the person Person (as defined below) requesting such payment exchange shall pay any transfer or other taxes required by reason of the payment to issuance of certificates for shares of Parent Common Stock or Parent Preferred Stock, as applicable, in a person name other than that of the registered holder of such the Certificate surrendered, or shall establish to the satisfaction of Parent or the Surviving Corporation Exchange Agent that such tax has been paid or is not applicable. No interest shall be paid or shall accrue on the cash payable upon surrender of any Certificate.

Exchange Procedures. As soon as reasonably practicable Promptly after the Effective Time and in any event within three (3) Business Days following the Closing DateTime, the Surviving Corporation or Parent Exchange Agent shall cause the Paying Agent to mail to each holder of record of a Certificate whose certificate or certificates which immediately prior to the Effective Time represented issued and outstanding shares of the Company Common Stock whose shares were converted into the right to receive the Merger Consideration cash pursuant to Section 2.01(c), (i2.03(b) a form of letter of transmittal (which shall include an accompanying IRS Form W-9 or the applicable IRS Form W-8, shall specify that delivery shall be effected effected, and risk of loss and title to the Certificates held by certificates representing such person shares of the Company Common Stock shall pass pass, only upon proper delivery of the Certificates certificates representing such shares of the Company Common Stock to the Paying Agent, Exchange Agent and shall be in a customary such form and have such other customary provisions as Parent the Exchange Agent may reasonably specify) ), and (ii) instructions for use in effecting the surrender of the Certificates certificates representing such shares of the Company Common Stock, in exchange for the Merger ConsiderationPer Share Amount. Notwithstanding Upon surrender to the foregoing, any holder Exchange Agent of a certificate or certificates representing shares of the Company Common Stock held in book-entry form shall not be required to deliver a Certificate or an executed letter of transmittal to receive the Merger Consideration pursuant to Section 2.01(c) in respect and acceptance thereof and shall, upon receipt of an “agent’s message” in customary form at the Effective Time (or such other customary evidence, if any, as the Paying Agent may reasonably request) be deemed to have surrendered the Certificate with respect to such shares of Company Common Stock held in book-entry form. Upon surrender (or deemed surrender) of a Certificate for cancelation to the Paying Agent or to such other agent or agents as may be appointed by P▇▇▇▇▇, together with such letter of transmittal, duly completed and validly executed, as applicable, and such other documents as may reasonably be required by the Paying Exchange Agent, the holder of such Certificate thereof shall be entitled to receive in exchange therefor the amount of cash equal into which the number of shares of the Company 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 no further transfer on the records of the Company or its transfer agent of certificates representing shares of the Company Common Stock and if such certificates are presented to the Merger Consideration Company for transfer, they shall be canceled against delivery of the Per Share Amount allocable to the shares of the Company Common Stock represented by such certificate or certificates to the record holder. If any Per Share Amount is to be remitted to a name other than that in which the certificate for the Company Common Stock surrendered for exchange is registered, it shall be a condition of such holder has exchange that the right to receive pursuant to Section 2.01(c), and the Certificate certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of Company Common Stock that is not registered in the stock transfer books of the Company, payment of the Merger Consideration in exchange therefor may be made to a person other than the person in whose name the Certificate so surrendered is registered, if such Certificate shall be properly endorsed endorsed, with signature guaranteed, or otherwise be in proper form for transfer, transfer and that the person requesting such payment exchange shall pay to the Company or its transfer agent any transfer or other taxes required by reason of the payment of the Per Share Amount to a person name other than that of the registered holder of such Certificate the certificate surrendered, or establish to the satisfaction of the Surviving Corporation Company or its transfer agent that such the tax has been paid or is not applicable. Until surrendered as contemplated by this Section 2.06, each certificate for shares of the Company Common Stock shall be deemed at any time after the Effective Time to represent only the right to receive upon surrender the Per Share Amount allocable to the shares represented by such certificates contemplated by Section 2.03(b). No interest will be paid or will accrue on any amount payable as a Per Share Amount. Subject to completion of the documentation referred to above, the Per Share Amount shall be paid or shall accrue on at the cash payable upon surrender Effective Time to holders of any Certificatethe Company Common Stock.

Exchange Procedures. As soon as reasonably practicable after the Effective Time and in any event within three (3) Business Days following Time, Parent will instruct the Closing Date, the Surviving Corporation or Parent shall cause the Paying Exchange Agent to mail to each holder of record of a Certificate whose 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(a) into the right to receive the Merger Consideration pursuant to Section 2.01(c), (i) a form of letter of transmittal (which shall include an accompanying IRS Form W-9 or the applicable IRS Form W-8, shall specify that delivery shall be effected effected, and risk of loss and title to the Certificates held by such person shall pass pass, only upon proper delivery of the Certificates to the Paying Agent, Exchange Agent and shall be in a customary such form and have such other customary provisions as Parent may reasonably specify) 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 the Merger Consideration. Notwithstanding the foregoing, any holder of shares of Company Common Stock held in book-entry form shall not be required to deliver a Certificate or an executed letter of transmittal to receive the Merger Consideration pursuant to Section 2.01(c) in respect thereof and shall, upon receipt of an “agent’s message” in customary form at the Effective Time (or such other customary evidence, if any, as the Paying Agent may reasonably request) be deemed to have surrendered the Certificate with respect to such shares of Company Common Stock held in book-entry form. Upon surrender (or deemed surrender) of a Certificate for cancelation cancellation to the Paying Exchange Agent or to such other agent or agents as may be appointed by P▇▇▇▇▇, together with such letter of transmittal, duly completed and validly executed, as applicable, and such other customary documents as may reasonably be required by the Paying Agentpursuant to such instructions, the holder of such Certificate shall be entitled to receive in exchange therefor the amount (A) certificates evidencing that number of cash equal to the Merger Consideration that 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 evidenced by such Certificate, (B) any dividends or other distributions to which such holder is entitled pursuant to Section 2.01(c2.2(c), and (C) any cash in lieu of any fractional shares of Parent Common Stock to which such holder is entitled pursuant to Section 2.2(d), after giving effect to any tax withholdings required by applicable law, and the Certificate so surrendered shall forthwith be canceledcancelled. In the event of a transfer of ownership of shares of Company Common Stock that which is not registered in the transfer records of the Company 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 evidencing such Company Common Stock is presented to the Exchange Agent, accompanied by all documents required to evidence and effect such transfer pursuant to this Section 2.2(b) and by evidence that any applicable stock transfer books taxes have been paid. Until so surrendered, each outstanding Certificate that, prior to the Effective Time, represented shares of Company Common Stock will be deemed, from and after the CompanyEffective Time, payment for all corporate purposes, to represent only the right to receive upon surrender a certificate representing shares of the Merger Consideration in exchange therefor may be made to a person other than the person in whose name the Certificate so surrendered is registeredParent Common Stock, if such Certificate shall be properly endorsed or otherwise be in proper form for transfer, and the person requesting such payment shall pay any transfer dividends or other taxes required by reason of the payment distributions payable pursuant to a person other than the registered holder of such Certificate or establish to the satisfaction of the Surviving Corporation that such tax has been paid or is not applicable. No interest shall be paid or shall accrue on the Section 2.2(c) and any cash payable upon surrender in lieu of any Certificatefractional shares of Parent Common Stock payable pursuant to Section 2.2(d), in accordance with the terms of this Agreement.

Exchange Procedures. As soon as reasonably practicable Promptly after the Effective Time and in any event within three (3) Business Days following the Closing DateTime, the Surviving Corporation or Parent shall cause instruct the Paying Exchange Agent to mail to each holder of record of a Certificate whose shares or Book-Entry Shares (other than holders of Company Common Stock Excluded Shares) which, in each case, were converted into the a right to receive the Per Share Merger Consideration at the Effective Time pursuant to Section 2.01(c), this Agreement: (i) a form of letter of transmittal (which shall include an accompanying IRS Form W-9 or the applicable IRS Form W-8, shall specify that delivery shall be effected effected, and risk of loss and title to the Certificates held by such person Certificate(s) shall pass pass, only upon proper delivery of the Certificates Certificate(s) (or affidavit of loss in lieu of the Certificate(s) as provided in Section 2.2(f)) to the Paying Agent, Exchange Agent and shall be in a customary form and have such other customary provisions as Parent may reasonably specifyform) and (ii) instructions for use in effecting the surrender of the Certificates Certificate(s) (or affidavit of loss in lieu of the Certificate(s) as provided in Section 2.2(f)) or Book-Entry Shares in exchange for payment of the Per Share Merger Consideration. Notwithstanding the foregoing, any holder of shares of Company Common Stock held in book-entry form shall not be required to deliver a Certificate or an executed letter of transmittal to receive the Merger Consideration pursuant to Section 2.01(c) in respect thereof and shall, upon receipt of an “agent’s message” in customary form at the Effective Time (or such other customary evidence, if any, as the Paying Agent may reasonably request) be deemed to have surrendered the Certificate with respect to such shares of Company Common Stock held in book-entry form. Upon surrender (or deemed surrender) of a Certificate (or affidavit of loss in lieu of the Certificates as provided in Section 2.2(f)) or a Book-Entry Share for cancelation cancellation to the Paying Exchange Agent or to such other agent or agents as may be appointed by P▇▇▇▇▇, together with such letter of transmittal, duly properly completed and validly duly executed, as applicable, and such other documents as may reasonably be required by the Paying Agentpursuant to such instructions, the holder of such Certificate or Book-Entry Share shall be entitled to receive in exchange therefor the amount of cash equal to the Per Share Merger Consideration that (after giving effect to any required Tax withholdings as provided in Section 2.2(g)) which such holder has the right to receive pursuant to Section 2.01(c)in respect of the shares of Company Common Stock formerly represented by such Certificate or Book-Entry Share, and the Certificate or Book-Entry Share so surrendered shall forthwith be canceled. No interest will be paid or accrued on any Per Share Merger Consideration payable to holders of Certificates or Book-Entry Shares. In the event of a transfer of ownership of shares of Company Common Stock that which is not registered in the stock transfer books records of the Company, payment of the Per Share Merger Consideration in exchange therefor may be made issued to a person other than the person in whose name transferee if the Certificate so representing such shares of Company Common Stock is presented to the Exchange Agent, accompanied by all documents required to evidence and effect such transfer and by evidence that any applicable stock transfer Taxes have been paid. Until surrendered is registeredas contemplated by this Section 2.2, if such each Certificate or Book-Entry Share shall be properly endorsed or otherwise be in proper form for transfer, and deemed at any time after the person requesting Effective Time to represent only the right to receive upon such payment shall pay any transfer or other taxes required by reason of surrender the payment to a person other than the registered holder of such Certificate or establish to the satisfaction of the Surviving Corporation that such tax has been paid or is not applicable. No interest shall be paid or shall accrue on the cash payable upon surrender of any CertificatePer Share Merger Consideration.

Exchange Procedures. (a) As soon as reasonably practicable after the REIT Merger Effective Time Time, GCEAR shall issue, and in any event within three (3) Business Days following the Closing Date, the Surviving Corporation or Parent shall cause DST Systems, Inc., or any successor transfer agent of GCEAR (the Paying Agent “Transfer Agent”), to mail record on the stock records of GCEAR the issuance of, shares of GCEAR Common Stock (including any fractional shares thereof) equal to the REIT Merger Consideration that is issuable to each holder of record of a Certificate whose shares of Company Common Stock were converted into the right to receive the Merger Consideration Eligible Shares pursuant to Section 2.01(c), (i) a form of letter of transmittal (which shall include an accompanying IRS Form W-9 or the applicable IRS Form W-8, shall specify that delivery shall be effected 3.1 and risk of loss and title to the Certificates held by such person shall pass only upon proper delivery of the Certificates to the Paying Agent, and shall be in a customary form and have such other customary provisions as Parent may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the Merger Consideration. Notwithstanding the foregoing, any each holder of shares of Company Common Stock held in book-entry form shall not be required to deliver a Certificate or an executed letter of transmittal to receive the Merger Consideration CCIT II Restricted Share Awards pursuant to Section 2.01(c) in respect thereof and shall3.2. For the avoidance of doubt, upon receipt payment of an “agent’s message” in customary form at the Effective Time (or such other customary evidence, if any, as the Paying Agent may reasonably request) REIT Merger Consideration shall only be deemed to have surrendered the Certificate with respect to such shares of Company Common Stock held in book-entry form. Upon surrender (or deemed surrender) of a Certificate for cancelation made to the Paying Agent or to such other agent or agents as may be appointed by P▇▇▇▇▇, together with such letter of transmittal, duly completed and validly executed, as applicable, and such other documents as may reasonably be required by Person in whose name the Paying Agent, the holder of such Certificate shall be entitled to receive in exchange therefor the amount of cash equal to the Merger Consideration that such holder has the right to receive pursuant to Section 2.01(c), and the Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of Company Common Stock that is not relevant Eligible Shares are registered in the stock transfer books of the Company, payment CCIT II as of the REIT Merger Effective Time. (b) None of GCEAR, CCIT II, the REIT Surviving Entity, the Transfer Agent, or any employee, officer, director, agent or Affiliate of such entities, shall be liable to any Person in respect of any REIT Merger Consideration in exchange therefor may be made (or the appropriate portion thereof) that has been delivered to a person other than public official pursuant to any applicable abandoned property, escheat or similar Law. Any amounts so delivered that remain unclaimed by holders of Eligible Shares immediately prior to the person in whose name time at which such amounts would otherwise escheat to, or become property of, any Governmental Authority shall, to the Certificate so surrendered is registeredextent permitted by applicable Law, if such Certificate shall be properly endorsed become the property of GCEAR free and clear of any claims or otherwise be in proper form for transfer, and the person requesting such payment shall pay any transfer or other taxes required by reason of the payment to a person other than the registered holder interest of such Certificate holders or establish to the satisfaction of the Surviving Corporation that such tax has been paid their successors, assigns or is not applicable. personal representatives previously entitled thereto. (c) No interest shall be paid or shall accrue accrued on the cash REIT Merger Consideration (or any amounts in respect thereof, including any dividends payable upon surrender on shares of any CertificateGCEAR Common Stock) for the benefit of holders of Eligible Shares or CCIT II Restricted Share Awards.

Exchange Procedures. As soon as reasonably practicable (i) Promptly after the Effective Time and in any event within three (3) Business Days following the Closing DateClosing, the Surviving Corporation or Parent PubCo shall cause the Paying Exchange Agent to mail to each (A) record holder of record a certificate or certificates which immediately prior to the Closing Date represented outstanding Check-Cap Ordinary Shares (the “Certificates”), or (B) holder of Check-Cap Ordinary Shares in a Certificate book-entry account representing a noncertificated share registered in the shareholders’ register of Check-Cap (the “Book-Entry Shares”), whose shares of Company Common Stock were converted into the right to receive the Merger Consideration shares of PubCo Common Stock pursuant to Section 2.01(c3.2(a), (ix) a form of letter of transmittal (which shall include an accompanying IRS Form W-9 or the applicable IRS Form W-8, shall specify that delivery shall be effected effected, and risk of loss and title to the Certificates held by such person shall pass pass, only upon proper delivery of the Certificates (or affidavit of loss in lieu thereof as provided in Section 3.4(q) or Book-Entry Share, as applicable) to the Paying Agent, Exchange Agent and shall be in a such customary form and have such other customary provisions as Parent PubCo may reasonably specify) and ), (iiy) instructions for use in effecting the surrender of the Certificates (or affidavit of loss in lieu thereof as provided in Section 3.4(q) or Book-Entry Share, as applicable) in exchange for the Merger Consideration. Notwithstanding the foregoing, any holder of shares of Company PubCo Common Stock held in book-entry form shall not be required to deliver a Certificate or an executed letter of transmittal to receive the Merger Consideration pursuant to Section 2.01(cStock, and (z) in respect thereof such forms and shall, upon receipt of an “agent’s message” in customary form at the Effective Time (or such other customary evidence, if any, as the Paying Agent may reasonably request) be deemed to have surrendered the Certificate with respect to such shares of Company Common Stock held in book-entry form. Upon surrender (or deemed surrender) of a Certificate for cancelation to the Paying Agent or to such other agent or agents certificates as may be appointed required under any applicable Tax Law or tax ruling, and each in such form as may be reasonably requested by P▇▇▇▇▇the Exchange Agent or the Israeli Paying Agent, in which the beneficial owner of Check-Cap Ordinary Shares provides certain information necessary for the Exchange Agent, Information Agent or Israeli Paying Agent to determine whether any amounts need to be withheld from the consideration payable or otherwise deliverable to such beneficial owner (and, if the beneficial owner is not the registered owner, the registered owner) hereunder pursuant to the terms of any applicable Tax Law or tax ruling. (ii) Upon (A) in the case of Certificates, the surrender of such Certificate (or an affidavit of loss in lieu thereof) for cancellation to the Exchange Agent together with such the letter of transmittal, duly completed and validly executedexecuted in accordance with the instructions thereto, including, if applicable, a duly completed and validly executed declaration or Qualified Withholding Certificate or such other forms as applicablemay be required under any applicable Tax Law or tax ruling, and such other documents as may reasonably be required by the Exchange Agent, Information Agent or Israeli Paying Agent; or (B) in the case of Book-Entry Shares, the receipt of an “agent’s message” by the Exchange Agent, the holder of such Certificate Certificates or Book-Entry Shares, as applicable, shall be entitled to receive (subject to, if applicable, a duly completed and validly executed declaration or Qualified Withholding Certificate or such other forms required to be filed or collected under any applicable Tax Law or tax ruling) in exchange therefor the amount applicable portion of cash equal to the Check-Cap Merger Consideration that to which such holder has the right to receive is entitled pursuant to Section 2.01(c)3.2(a) (which shall be in uncertificated book-entry form, to the extent permitted) and the Certificate Certificates so surrendered shall forthwith be canceledcancelled, subject to Section 3.4(i). Notwithstanding anything to the contrary herein, with respect to any Section 102 Shares of Check-Cap or Keystone that are outstanding immediate prior to the Israeli Merger Effective Time or the U.S. Merger Effective Time, respectively, the Aggregate Transaction Consideration in respect of such Section 102 Shares shall be transferred by the Exchange Agent or PubCo to the applicable 102 Trustee and thereafter to the holder of such Section 102 Shares in accordance with the terms of the Check-Cap Stock Plan or the Keystone Stock Plans (as applicable), the Check-Cap Options Tax Ruling or the Keystone Options Tax Ruling (as applicable), Section 102 of the Israeli Income Tax Ordinance and/or any other approval that may be issued by the ITA. (iii) In the event of a transfer of ownership of Company Common Stock that a Certificate which is not registered in the stock transfer books records of Check-Cap as of the CompanyClosing Date, payment certificates representing the proper amount of the Merger Consideration in exchange therefor shares of PubCo Common Stock may be made issued to a person Person other than the person Person in whose name the Certificate so surrendered is registered, if such Certificate shall be properly endorsed or otherwise be in proper form for transferpresented to the Exchange Agent, accompanied by all documents required to evidence and effect such transfer and the person Person requesting such payment issuance shall pay any transfer or other taxes Taxes required by reason of the payment issuance of shares of PubCo Common Stock to a person Person other than the registered holder of such Certificate or establish to the satisfaction of the Surviving Corporation PubCo that such tax Tax has been paid or is not applicableapplicable and subject to the provisions of Section 3.4(i). Until surrendered as contemplated by this Section 3.4(b), each Certificate and Book-Entry Share shall be deemed at any time after the Closing Date to represent only the right to receive the applicable portion of the Check-Cap Merger Consideration (and any amounts to be paid pursuant to Section 3.4(c)) upon such surrender. No interest shall be paid or shall accrue on any amount payable pursuant to Section 3.4(c). (iv) Notwithstanding anything to the cash payable upon surrender contrary in this Agreement, any holder of a Book-Entry Share shall not be required to deliver a Certificate or an executed letter of transmittal to the Exchange Agent in order to receive the applicable portion of the Check-Cap Merger Consideration that such holder is entitled to receive pursuant to Section 3.2(a)upon such surrender. In lieu thereof, each registered holder of one or more Book-Entry Shares shall automatically be entitled to receive, and PubCo shall cause the Exchange Agent to pay and deliver, as soon as practicable after the Closing Date, the applicable portion of the Check-Cap Merger Consideration pursuant to the provisions of this Section 3, subject to any applicable withholding Tax pursuant to Section 3.4(c) (and if applicable, subject to the submission to the Exchange Agent or the Israeli Paying Agent of any Certificateduly completed and validly executed declaration or Qualified Withholding Certificate or such other forms required to be filed or collected under any applicable Tax Law or tax ruling), and the Book-Entry Shares of such holder shall forthwith be cancelled. (v) Promptly after the Closing, PubCo shall cause its transfer agent to issue to each record holder of outstanding shares of Keystone Common Stock as of immediately prior to the Closing Date whose shares were converted into the right to receive shares of PubCo Common Stock pursuant to Section 3.3(a), the applicable portion of the Keystone Merger Consideration to which such holder is entitled pursuant to Section 3.3(a) (which shall be in uncertificated book-entry form, to the extent permitted), subject to the provisions of this Agreement and any applicable Tax Law or tax ruling, including any requirement under the 103T Tax Ruling to place certain shares of PubCo Common Stock in trust with the Israeli Paying Agent.

Exchange Procedures. As soon as reasonably practicable after the Effective Time and in any event within three (3) Business Days following the Closing DateTime, the Surviving Corporation or Parent shall cause the Paying Exchange Agent to mail to each holder of record of a Certificate whose certificate or certificates which immediately prior to the Effective Time represented outstanding shares of Company Common Stock (the "CERTIFICATES") whose shares were converted into the right to receive the Merger Consideration shares of Acquiror Common Stock pursuant to Section 2.01(c)2.1, (i) a form of letter of transmittal (which shall include an accompanying IRS Form W-9 or the applicable IRS Form W-8, shall specify that delivery shall be effected effected, and risk of loss and title to the Certificates held by such person shall pass pass, only upon proper delivery of the Certificates to the Paying Agent, Exchange Agent and shall be in a customary such form and have such other customary provisions as Parent Acquiror may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the Merger Consideration. Notwithstanding the foregoing, any holder of certificates representing shares of Company Acquiror Common Stock held and cash in book-entry form shall not be required to deliver a Certificate or an executed letter lieu of transmittal to receive the Merger Consideration pursuant to Section 2.01(c) in respect thereof and shall, upon receipt of an “agent’s message” in customary form at the Effective Time (or such other customary evidence, if any, as the Paying Agent may reasonably request) be deemed to have surrendered the Certificate with respect to such shares of Company Common Stock held in book-entry formany fractional share. Upon surrender (or deemed surrender) of a Certificate for cancelation cancellation to the Paying Exchange Agent or to such other agent or agents as may be appointed by P▇▇▇▇▇Acquiror, together with such letter of transmittal, duly completed and validly executed, as applicable, and such other documents as may reasonably be required by the Paying Exchange Agent, the holder of such Certificate shall be entitled to receive in exchange therefor the amount a certificate representing that number of whole shares of Acquiror Common Stock, and cash equal to the Merger Consideration that in lieu of any fractional share, which such holder has the right to receive pursuant to Section 2.01(c)the provisions of this Article II, and the Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of Company Common Stock that which is not registered in the stock transfer books records of the Company, payment a certificate representing the proper number of the Merger Consideration shares of Acquiror Common Stock and cash in exchange therefor lieu of any fractional share may be made issued to a person other than the person in whose name the Certificate so surrendered is registered, if such Certificate shall be properly endorsed or otherwise be in proper form for transfer, transfer and the person requesting such issuance and payment shall pay any transfer or other taxes required by reason of the issuance of shares of Acquiror Common Stock and payment of cash in lieu of any fractional share to a person other than the registered holder of such Certificate or establish to the satisfaction of the Surviving Corporation Acquiror that such tax has been paid or is not applicable. Until surrendered as contemplated by this Section 2.2, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the certificate representing shares of Acquiror Common Stock and cash in lieu of any fractional shares of Acquiror Common Stock as contemplated by this Section 2.2. No interest shall will be paid or shall will accrue on the any shares of Acquiror Common Stock or cash payable upon surrender in lieu of any Certificatefractional shares of Acquiror Common Stock.

Exchange Procedures. As soon as reasonably practicable after the Effective Time Promptly (and in any event within three five (35) Business Days following Days) after the Closing DateEffective Time, the Surviving Corporation or Parent shall cause the Paying Exchange Agent to mail to each holder of record of a Certificate whose certificate which immediately prior to the Effective Time represented outstanding shares of Company Common Stock were converted into the right to receive the Merger Consideration pursuant to Section 2.01(c(each, a “Certificate”), (i) a form of letter of transmittal (which shall include an accompanying IRS Form W-9 or the applicable IRS Form W-8, shall specify that delivery shall be effected and risk of loss and title to the Certificates held by such person shall pass only upon proper delivery of the Certificates to the Paying Agent, and shall be in a customary form and have such other customary provisions as Parent may reasonably specify) approved by the Company and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the Merger Consideration. Notwithstanding the foregoing, any holder of shares of Company Common Stock held in book-entry form shall not be required to deliver a Certificate or an executed letter of transmittal to receive the Merger Consideration pursuant to Section 2.01(c) in respect thereof and shall, upon receipt of an “agent’s message” in customary form at the Effective Time (or such other customary evidence, if any, as the Paying Agent may reasonably request) be deemed to have surrendered the Certificate payable with respect to such shares of Company Common Stock held in book-entry formthereto. Upon surrender (or deemed surrender) of a Certificate (or effective affidavit of loss required by Section 4.2(g) in lieu thereof) for cancelation cancellation to the Paying Agent or to such other agent or agents as may be appointed by P▇▇▇▇▇Exchange Agent, together with such letter of transmittal, duly completed and validly executed, as applicable, and such other documents as may reasonably be required by the Paying Agent, the holder of such Certificate shall be entitled to receive in exchange therefor the amount of cash equal to the Merger Consideration that such holder has the right to receive pursuant to the provisions of this Article IV, after giving effect to any required withholding taxes pursuant to Section 2.01(c)4.2(f) hereof, and the Certificate so surrendered shall forthwith immediately be canceledcancelled. No interest will be paid or accrued on the cash payable upon the surrender of such Certificates. In the event of a transfer of ownership of Company Common Stock that which is not registered in the stock transfer books records of the Company, it will be a condition of payment of the Merger Consideration in exchange therefor may be made to a person other than that the person in whose name the surrendered Certificate so surrendered is registered, if such Certificate shall be properly endorsed endorsed, with signatures guaranteed, or otherwise be in proper form for transfer, transfer and that the person Person requesting such payment shall will pay any transfer or other taxes required by reason of the payment to a person Person other than the registered holder of such the surrendered Certificate or such Person will establish to the satisfaction of the Surviving Corporation Parent that such tax has taxes have been paid or is are not applicable. No interest Until surrendered as contemplated by this Section 4.2, each Certificate (or effective affidavit of loss required by Section 4.2(g) in lieu thereof) shall be paid deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration as contemplated by this Section 4.2. For purposes of this Agreement, the term “Person” shall mean an individual, corporation, partnership, limited liability company, joint venture, association, trust, unincorporated organization or shall accrue on the cash payable upon surrender of any Certificateother entity.”

Exchange Procedures. As soon as reasonably practicable after the Effective Time and in any event within three (3i) Business Days Promptly following the Closing Date, Buyer or the Surviving Corporation or Parent Exchange Agent shall cause mail a letter of transmittal in substantially the Paying Agent to mail form attached hereto as Exhibit C (the “Letter of Transmittal”) to each holder Stockholder (including the holders of record Company Warrants who exercised their Company Warrants prior to the Effective Time) at the address set forth opposite each such holder’s name on the Company Spreadsheet. After receipt of a Certificate whose the Letter of Transmittal and any other documents that Buyer or the Exchange Agent may reasonably require in order to effect the exchange (the “Exchange Documents”), the Stockholders will surrender their certificates representing their shares of Company Common Capital Stock were converted into (the right to receive the Merger Consideration pursuant to Section 2.01(c), (i“Company Stock Certificates”) a form of letter of transmittal (which shall include an accompanying IRS Form W-9 or the applicable IRS Form W-8, shall specify that delivery shall be effected and risk of loss and title to the Certificates held by such person shall pass only upon proper delivery of the Certificates to the Paying Agent, Exchange Agent for cancellation together with duly completed and shall be in a customary form and have such other customary provisions as Parent may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the Merger Consideration. Notwithstanding the foregoing, any holder of shares of Company Common Stock held in book-entry form shall not be required to deliver a Certificate or an validly executed letter of transmittal to receive the Merger Consideration pursuant to Section 2.01(c) in respect thereof and shall, upon receipt of an “agent’s message” in customary form at the Effective Time (or such other customary evidence, if any, as the Paying Agent may reasonably request) be deemed to have surrendered the Certificate with respect to such shares of Company Common Stock held in book-entry formExchange Documents. Upon surrender (or deemed surrender) of a Company Stock Certificate for cancelation cancellation to the Paying Agent Exchange Agent, or to such other agent or agents as may be appointed by P▇▇▇▇▇Buyer, together with such letter of transmittalExchange Documents, duly completed and validly executedexecuted in accordance with the instructions thereto, subject to the terms of Section 2.8(d), the Stockholder shall be entitled to receive from the Exchange Agent in exchange therefor (A) the portion of the Exchange Fund, (B) the portion of the Adjusted Working Capital Surplus, if any, and (C) to the extent deposited with the Exchange Agent, the portion of the Representative Fund, to which such Stockholder is entitled pursuant to Sections 2.6(a) through and including 2.6(f) and Section 2.6(i), as applicable, and the Company Stock Certificate so surrendered shall be cancelled. Until so surrendered, each Company Stock Certificate (other than those representing Dissenting Shares) outstanding after the Effective Time will be deemed, for all corporate purposes thereafter, to evidence only the right to receive the amounts payable, if any, in exchange for shares of Company Capital Stock (without interest) into which such shares of Company Capital Stock shall have been so converted. No portion of the Merger Consideration will be paid to a Stockholder of any unsurrendered Company Stock Certificate with respect to such shares of Company Capital Stock formerly represented thereby until the Stockholder of record of such Company Stock Certificate shall surrender such Company Stock Certificate or documentation satisfactory to Buyer and the Exchange Agent evidencing the loss of such Company Stock Certificate as contemplated by Section 2.13 and shall deliver validly executed Exchange Documents. Notwithstanding anything in this Section 2.8(b), neither the Buyer nor any of its Affiliates shall be required to deliver to the Exchange Agent any Company Stock Certificate with respect to any shares of Company Common Stock held by Buyer or any of its Affiliates prior to the Effective Time as a result of the exercise of any Company Warrants in order to receive the portion of the Merger Consideration payable to Buyer or its Affiliates. (ii) At least ten (10) Business Days prior to the Closing Date, the Company shall mail or deliver to each holder of Company Vested Options who is an employee of the Company (each such option holder, an “Employee Option Holder”) notice of the proposed Merger and an Option Acknowledgement Form. Upon surrender to Buyer or the Company of an Option Acknowledgement Form, duly completed and validly exercised in accordance with the instructions thereto, Buyer shall cause the Surviving Corporation to pay to each Employee Option Holder such former holder’s Per Share Upfront Option Consideration, net of applicable Tax withholding amounts, if any. The Employee Option Holder shall also be entitled to receive from Buyer or the Surviving Corporation (A) the portion of the Adjusted Working Capital Surplus, if any, and (B) to the extent deposited with Buyer or the Surviving Corporation, the portion of the Representative Fund, if any, in each case to which such holder is entitled to pursuant to Section 2.6(h) in accordance with and at the respective times set forth in this Agreement. Buyer shall make or cause to be made any payments of the applicable Company Vested Option Consideration to Employee Option Holders by depositing such funds with the Surviving Corporation for distribution through its normal payroll systems and shall cause such distribution to Employee Option Holders to be made. (iii) At least ten (10) Business Days prior to the Closing Date, the Company shall mail to each Non-Employee Option Holder a notice of the proposed Merger and an Option Acknowledgement Form with appropriate instructions and any other documents as that Buyer or the Exchange Agent may reasonably be required by require in order to effect the Paying exchange of their Company Vested Options for the Company Vested Option Consideration. Upon return of such materials to the Exchange Agent, the Exchange Agent shall pay to each Non-Employee Option Holder such former holder’s Per Share Upfront Option Consideration, net of applicable Tax withholding amounts, if any. The Non-Employee Option Holder shall also be entitled to receive from the Exchange Agent (A) the portion of the Adjusted Working Capital Surplus, if any, and (B) to the extent deposited with the Exchange Agent, the portion of the Representative Fund, if any, in each case to which such holder is entitled to pursuant to Section 2.6(h) in accordance with and at the respective times set forth in this Agreement. (iv) At least ten (10) Business Days prior to the Closing Date, the Company shall mail or deliver to each holder of a Company Warrant a notice of the proposed Merger and an agreement in the form approved by Buyer and the Company (a “Warrant Cash-Out Agreement”) providing that such Certificate Company Warrant, if not exercised (conditionally upon the consummation of the Merger or any time prior thereto), be cancelled as of the consummation of the Merger, and that such holder (a) accepts the consideration set forth in Section 2.6(i) in lieu of any other consideration that might be claimed by any such holder, (b) unconditionally and irrevocably waives and releases all right or claim that such holder might have or assert in respect of such consideration, (c) acknowledges that such holder’s Company Warrants shall terminate upon and may not be exercised after the Closing Date, and (d) approving the appointment of the Stockholders’ Representative and agreeing to be bound by the indemnification obligations contained in this Agreement and the provisions set forth in Article X and the Escrow Agreement with appropriate instructions and any other documents that Buyer or the Exchange Agent may reasonably require in order to effect the exchange of their Company Warrants for the Company Warrant Consideration. Prior to and effective conditionally on consummation of the Merger such holder shall be entitled to receive from Buyer upon consummation of the Merger, in exchange therefor the amount respect of cash equal to the Merger Consideration that such holder has the right to receive pursuant to Section 2.01(c), and the Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership each share of Company Common Stock that is subject to such Company Warrant, the Company Warrant Consideration. Upon return of such materials to the Exchange Agent, including the Warrant Cash-Out Agreement if a holder has not registered in exercised such holder’s Company Warrant prior to the stock transfer books Effective Time, the Exchange Agent shall pay to each such former holder of Company Warrants such former holder’s Per Share Upfront Warrant Consideration. Such former holder shall also be entitled to receive from the Exchange Agent (A) the portion of the CompanyAdjusted Working Capital Surplus, payment if any, and (B) to the extent deposited with the Exchange Agent, the portion of the Merger Consideration in exchange therefor may be made to a person other than the person in whose name the Certificate so surrendered is registeredRepresentative Fund, if any, in each case to which such Certificate shall be properly endorsed or otherwise be holder is entitled to pursuant to Section 2.6(i) in proper form for transfer, accordance with and at the person requesting such payment shall pay any transfer or other taxes required by reason of the payment to a person other than the registered holder of such Certificate or establish to the satisfaction of the Surviving Corporation that such tax has been paid or is not applicable. No interest shall be paid or shall accrue on the cash payable upon surrender of any Certificaterespective times set forth in this Agreement.

Exchange Procedures. As soon as reasonably practicable (i) Promptly after the Effective Time (and in any event within three (3) five Business Days following the Closing Datethereafter), the Surviving Corporation or Parent Company shall cause the Paying Exchange Agent to mail to each holder of record of Eligible Shares that are evidenced by a Company Certificate whose shares notice advising such holders of Company Common Stock were converted into the right to receive effectiveness of the Merger Consideration pursuant to Section 2.01(c)Merger, including (iA) a form of letter of appropriate transmittal (which shall include an accompanying IRS Form W-9 or the applicable IRS Form W-8, shall specify materials specifying that delivery shall be effected effected, and risk of loss and title to the Company Certificates held by such person shall pass pass, only upon proper delivery of the Company Certificates (or affidavits of loss in lieu of Company Certificates, as provided in Section 2.7) to the Paying AgentExchange Agent (the “Letter of Transmittal”), and shall be in a customary form and have such other customary provisions as Parent may reasonably specify) and (iiB) instructions for use surrendering Company Certificates (or affidavits of loss in effecting lieu of Company Certificates, as provided in Section 2.7) to the surrender of the Certificates Exchange Agent in exchange for the Merger Consideration, cash in lieu of fractional shares of Parent Common Stock, if any, to be issued or paid in consideration therefor, and any dividends or other distributions, in each case, to which such holders are entitled pursuant to the terms of this Agreement. Notwithstanding Payment of the foregoingMerger Consideration, cash in lieu of fractional shares of Parent Common Stock, if any, to be issued or paid in consideration therefor and any holder dividends or other distributions, in each case to which such holders are entitled pursuant to the terms of this Agreement with respect to Company Book-Entry Shares shall be made promptly following the Effective Time without any action on the part of the person in whose name such Company Book-Entry Shares are registered. (ii) No interest will be paid or accrued on any amount payable upon due surrender of Eligible Shares, and any Company Certificate or ledger entry relating to Company Book-Entry Shares formerly representing shares of Company Common Stock held in book-entry form shall not be required to deliver a Certificate or an executed letter of transmittal to receive the Merger Consideration pursuant to Section 2.01(c) in respect thereof and shall, upon receipt of an “agent’s message” in customary form at the Effective Time (or such other customary evidence, if any, as the Paying Agent may reasonably request) be deemed to that have surrendered the Certificate with respect to such shares of Company Common Stock held in book-entry form. Upon surrender (or deemed surrender) of a Certificate for cancelation to the Paying Agent or to such other agent or agents as may be appointed by P▇▇▇▇▇, together with such letter of transmittal, duly completed and validly executed, as applicable, and such other documents as may reasonably be required by the Paying Agent, the holder of such Certificate shall be entitled to receive in exchange therefor the amount of cash equal to the Merger Consideration that such holder has the right to receive pursuant to Section 2.01(c), and the Certificate been so surrendered shall forthwith be canceled. cancelled by the Exchange Agent. (iii) In the event of a transfer of ownership of Company certificated Eligible Shares that is not registered in the transfer records of the Company, the number of whole shares of Parent Common Stock that such holder is not entitled to receive pursuant to Section 2.1(a), together with an amount (if any) in immediately available funds (or, if no wire transfer instructions are provided, a check, and in each case, after deducting any required Tax withholdings as provided in Section 2.2(h)) of cash in lieu of fractional shares to be paid upon due surrender of the Company Certificate pursuant to Section 2.2(e) and any dividends or other distributions in respect thereof in accordance with Section 2.2(c) or Section 5.10(c), may be issued or paid to such a transferee if the Company Certificate formerly representing such Eligible Shares is presented to the Exchange Agent, accompanied by all documents required to evidence and effect such transfer and to evidence that any applicable transfer and other similar Taxes have been paid, in each case, in form and substance reasonably satisfactory to the Exchange Agent and the Surviving Company. Payment of the Merger Consideration (and any cash in lieu of fractional shares or dividends or other distributions payable thereon) with respect to Company Book-Entry Shares shall only be made to the Person in whose name such Company Book-Entry Shares are registered in the stock transfer books of the Company. Until surrendered as contemplated by this Section 2.2(b), payment of each Company Certificate and Company Book-Entry Share shall be deemed at any time at or after the Effective Time to represent only the right to receive the Merger Consideration in exchange therefor may be made to a person other than the person accordance with this Article II, including any amount payable in whose name the Certificate so surrendered is registered, if such Certificate shall be properly endorsed or otherwise be cash in proper form for transferlieu of fractional shares in accordance with Section 2.2(e), and the person requesting such payment shall pay any transfer dividends or other taxes required by reason of the payment to a person other than the registered holder of such Certificate distributions in accordance with Section 2.2(c) or establish to the satisfaction of the Surviving Corporation that such tax has been paid or is not applicable. No interest shall be paid or shall accrue on the cash payable upon surrender of any CertificateSection 5.10(c), in each case without interest.

Exchange Procedures. As soon (a) Promptly following the Effective Time of the Merger, Purchaser shall deposit or cause to be deposited with the Paying Agent for the benefit of the holders of shares of Company Common Stock, for exchange in accordance with this Section 3.2, cash in that amount as reasonably practicable is equal to the aggregate Merger Consideration required to be paid pursuant to Section 3.1 in exchange for the shares of Company Common Stock outstanding immediately prior to the Effective Time of the Merger (the “Exchange Fund”). The Transfer Agent shall invest the Exchange Fund as directed by Purchaser on a daily basis. Purchaser shall be obligated to promptly deposit funds in the Exchange Fund to make up any difference if at any time the amount in the Exchange Fund is less than the aggregate Merger Consideration less amounts paid by the Paying Agent to holders of shares of Company Common Stock. The Exchange Fund shall not be used for any other purpose, it being understood that any and all interest earned on and other income resulting from investment of the Exchange Fund shall be promptly paid to Purchaser. (b) Within ten Business Days after the Effective Time and in any event within three (3) Business Days following the Closing DateTime, the Surviving Corporation or Parent Purchaser shall cause the Paying Agent to mail to each holder of record of a Certificate whose shares Certificate, other than holders of Company Common Stock were converted into the right to receive the Merger Consideration pursuant to Section 2.01(c)Certificates representing Dissenting Shares and Treasury Shares, (i) a form of letter of transmittal (transmittal, which shall include an accompanying IRS Form W-9 or the applicable IRS Form W-8, shall specify that delivery shall be effected and risk of loss and title to the Certificates held by such person shall pass only upon proper delivery of the Certificates to the Paying Agent, Agent and which shall be in a customary form and have such other customary provisions as Parent Purchaser and the Company may reasonably specify) agree and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the Merger Consideration. Notwithstanding the foregoing, any Each holder of record who surrenders such Certificate or, in accordance with Section 3.7, an affidavit and, if required, a bond regarding the loss or destruction of such Certificate, together with duly executed letter of transmittal materials, to the Paying Agent shall, upon acceptance thereof, be entitled to the cash into which the shares of Company Common Stock held represented by the Certificate shall have been converted pursuant to Section 3.1. The Paying Agent shall accept such Certificate upon compliance with such reasonable and customary terms and conditions as the Paying Agent may impose to effect an orderly exchange thereof in book-entry form accordance with normal practices. Until surrendered as contemplated by this Section 3.2, each Certificate representing Company Common Stock shall not be required cancelled and, other than Certificates representing Dissenting Shares and Treasury Shares, be deemed from and after the Effective Time of the Merger to deliver a Certificate or an executed letter of transmittal evidence only the right to receive the Merger Consideration pursuant to Section 2.01(c) in respect thereof and shall, upon receipt of an “agent’s message” in customary form at the Effective Time (or such other customary evidence, if any, as the Paying Agent may reasonably request) be deemed to have surrendered the Certificate with respect to such shares of Company Common Stock held in book-entry form. Upon surrender (or deemed surrender) of a Certificate for cancelation to the Paying Agent or to such other agent or agents as may be appointed by P▇▇▇▇▇, together with such letter of transmittal, duly completed and validly executed, as applicable, and such other documents as may reasonably be required by the Paying Agent, which the holder of such Certificate is entitled hereunder upon such surrender. Purchaser shall not be entitled obligated to receive in exchange therefor the amount of cash equal to deliver the Merger Consideration that to which any former holder of Company Common Stock is entitled as a result of the Merger until such holder has the right surrenders such holder’s Certificate or Certificates for exchange as provided in this Section 3.2. If any check representing cash is to receive pursuant to Section 2.01(c)be issued in a name other than that in which a Certificate surrendered for exchange is issued, and the Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of Company Common Stock that is not registered in the stock transfer books of the Company, payment of the Merger Consideration in exchange therefor may be made to a person other than the person in whose name the Certificate so surrendered is registered, if such Certificate shall be properly endorsed or and otherwise be in proper form for transfer, transfer and the person Person requesting such payment exchange shall pay affix any requisite stock transfer tax stamps to the Certificate surrendered or other taxes required by reason of the payment to a person other than the registered holder of such Certificate provide funds for their purchase or establish to the satisfaction of the Surviving Corporation Paying Agent that such tax has taxes have been paid or is are not applicable. No interest payable. (c) All cash paid upon the surrender for exchange of shares of Company Common Stock in accordance with the terms hereof shall be deemed to have been paid or shall accrue on the cash payable upon surrender in full satisfaction of any Certificateall rights pertaining to such shares of Company Common Stock.

Exchange Procedures. As soon as reasonably practicable after the Effective Time Promptly (and in any event within three (3Business Days) Business Days following the Closing DateEffective Time, the Surviving Corporation or Parent shall cause instruct the Paying Exchange Agent to mail to each holder of record of a Certificate whose certificate or certificates (“Certificates”) that immediately prior to the Effective Time represented outstanding shares of Company Common Stock were converted into the right to receive the Merger Consideration pursuant to Section 2.01(c)Capital Stock, (i) a form of letter of transmittal (which shall include an accompanying IRS Form W-9 or the applicable IRS Form W-8, shall specify that delivery shall be effected effected, and risk of loss and title to the Certificates held by such person shall pass pass, only upon proper delivery of the Certificates to the Paying Agent, Exchange Agent and shall be in a customary form and have contain such other customary provisions as Parent may reasonably specify) and (ii) instructions for use of such letter of transmittal in effecting the surrender of the Certificates in exchange for the Merger Considerationcash payable pursuant to Section 1.8(a). Notwithstanding the foregoing, any Each holder of shares record of Company Common Stock held in book-entry form shares (“Uncertificated Shares”) shall not be required to deliver a Certificate or an executed letter of transmittal to the Exchange Agent to receive the Merger Consideration cash payable pursuant to Section 2.01(c) in respect thereof and shall1.8(a). In lieu thereof, upon receipt each holder of record of one or more Uncertificated Shares may provide an “agent’s message” in customary form at the Effective Time with respect to any Uncertificated Share (or such other customary evidence, if any, of transfer as the Paying Exchange Agent may reasonably request) be deemed to have surrendered the Certificate with respect to such shares of Company Common Stock held in book-entry form). Upon surrender (or deemed surrender) of a Certificate for cancelation cancellation to the Paying Exchange Agent or to such other agent or agents as may be appointed by P▇▇▇▇▇, together with such letter of transmittal, duly completed and validly executed, as applicableexecuted in accordance with the instructions thereto, and such other documents as may reasonably be required by the Paying Exchange Agent, or upon receipt by the Exchange Agent of an appropriate agent’s message (or such other evidence, if any, of transfer as the Exchange Agent may reasonably request) in the case of Uncertificated Shares, each holder of such Certificate or such Uncertificated Shares shall be entitled to receive in exchange therefor the cash amount of cash equal to the Merger Consideration that such holder has the right to receive pursuant to Section 2.01(c1.8(a) in respect of the Company Capital Stock represented by such Certificate or such Uncertificated Shares (which, for the avoidance of doubt, excludes any Unvested Cash), and the Certificate or Uncertificated Shares so surrendered shall forthwith be canceledcancelled. In Until so surrendered, outstanding Certificates and Uncertificated Shares will be deemed from and after the event of a transfer of ownership of Company Common Stock that is not registered Effective Time, for all corporate purposes, to evidence only the right to receive cash pursuant to Section 1.8(a), except as provided in the stock transfer books of the Company, payment of the Merger Consideration in exchange therefor may be made to a person other than the person in whose name the Certificate so surrendered is registered, if such Certificate shall be properly endorsed or otherwise be in proper form for transfer, and the person requesting such payment shall pay any transfer or other taxes required by reason of the payment to a person other than the registered holder of such Certificate or establish to the satisfaction of the Surviving Corporation that such tax has been paid or is not applicable. No interest shall be paid or shall accrue on the cash payable upon surrender of any CertificateSection 1.8(e).

Exchange Procedures. As soon as reasonably practicable after the Effective Time and in any event within three (3) Business Days following Time, Parent will instruct the Closing Date, the Surviving Corporation or Parent shall cause the Paying Exchange Agent to mail to each holder of record of a Certificate whose 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(a) into the right to receive the Merger Consideration pursuant to Section 2.01(c), (i) a form of letter of transmittal (which shall include an accompanying IRS Form W-9 or the applicable IRS Form W-8, shall specify that delivery shall be effected effected, and risk of loss and title to the Certificates held by such person shall pass pass, only upon proper delivery of the Certificates to the Paying Agent, Exchange Agent and shall be in a customary such form and have such other customary provisions as Parent may reasonably specify) 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 the Merger Consideration. Notwithstanding the foregoing, any holder of shares of Company Common Stock held in book-entry form shall not be required to deliver a Certificate or an executed letter of transmittal to receive the Merger Consideration pursuant to Section 2.01(c) in respect thereof and shall, upon receipt of an “agent’s message” in customary form at the Effective Time (or such other customary evidence, if any, as the Paying Agent may reasonably request) be deemed to have surrendered the Certificate with respect to such shares of Company Common Stock held in book-entry form. Upon surrender (or deemed surrender) of a Certificate for cancelation cancellation to the Paying Exchange Agent or to such other agent or agents as may be appointed by P▇▇▇▇▇, together with such letter of transmittal, duly completed and validly executed, as applicable, and such other customary documents as may reasonably be required by the Paying Agentpursuant to such instructions, the holder of such Certificate shall be entitled to receive in exchange therefor the amount (A) certificates evidencing that number of cash equal to the Merger Consideration that 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 evidenced by such Certificate, (B) any dividends or other distributions to which such holder is entitled pursuant to Section 2.01(c2.2(c), and (C) any cash in lieu of any fractional shares of Parent Common Stock to which such holder is entitled pursuant to Section 2.2(d), after giving effect to any tax withholdings required by applicable law, and the Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of shares of Company Common Stock that which is not registered in the transfer records of the Company 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 evidencing such Company Common Stock is presented to the Exchange Agent, accompanied by all documents required to evidence and effect such transfer pursuant to this Section 2.2(b) and by evidence that any applicable stock transfer books taxes have been paid. Until so surrendered, each outstanding Certificate that, prior to the Effective Time, represented shares of Company Common Stock will be deemed, from and after the CompanyEffective Time, payment for all corporate purposes, to represent only the right to receive upon surrender a certificate representing shares of the Merger Consideration in exchange therefor may be made to a person other than the person in whose name the Certificate so surrendered is registeredParent Common Stock, if such Certificate shall be properly endorsed or otherwise be in proper form for transfer, and the person requesting such payment shall pay any transfer dividends or other taxes required by reason of the payment distributions payable pursuant to a person other than the registered holder of such Certificate or establish to the satisfaction of the Surviving Corporation that such tax has been paid or is not applicable. No interest shall be paid or shall accrue on the Section 2.2(c) and any cash payable upon surrender in lieu of any Certificatefractional shares of Parent Common Stock payable pursuant to Section 2.2(d), in accordance with the terms of this Agreement.

Exchange Procedures. As soon as reasonably practicable after (a) After completion of the allocation referred to paragraphs (b) and (c) of Section 2.2, each holder of an outstanding certificate representing shares of Community First Capital Stock prior to the Effective Time and in any event within three (3a “Community First Certificate”) Business Days following who has surrendered such Community First Certificate to the Closing DateExchange Agent will, upon acceptance thereof by the Surviving Corporation Exchange Agent, be entitled to a certificate or Parent shall cause certificates representing the Paying Agent to mail to each holder number of record of a Certificate whose whole shares of Company American Common Stock were and/or the amount of cash into which the aggregate number of shares of Community First Capital Stock previously represented by such Community First Certificate(s) surrendered shall have been converted pursuant to this Agreement and, if such holder’s shares of Community First Capital Stock have been converted into American Common Stock, any other distribution theretofore paid with respect to American Common Stock issuable in the Merger, in each case without interest. The Exchange Agent shall accept such Community First 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. Each Community First Certificate that is not surrendered to the Exchange Agent in accordance with the procedures provided for herein shall, except as otherwise herein provided, until duly surrendered to the Exchange Agent be deemed to evidence ownership of the number of shares of American Common Stock or the right to receive the Merger Consideration pursuant amount of cash into which such Community First Capital Stock shall have been converted. No dividends that have been declared by American will be remitted to any person entitled to receive shares of American Common Stock under Section 2.01(c)2.2 until such person surrenders the Community First Certificate(s) representing Community First Capital Stock, at which time such dividends shall be remitted to such person, without interest. (ib) a form of letter of transmittal (which shall include an accompanying IRS Form W-9 or The Exchange Agent and American, as the applicable IRS Form W-8case may be, shall specify that delivery shall not be effected and risk obligated to deliver cash and/or a certificate or certificates representing shares of American Common Stock to which a holder of Community First Capital Stock would otherwise be entitled as a result of the Merger until such holder surrenders the Community First Certificate(s) representing the shares of Community First Capital Stock for exchange as provided in this Section 2.3, or, in default thereof, an appropriate affidavit of loss and title indemnity agreement or bond in such amount as may be reasonably required in each case by American. (c) Notwithstanding anything in this Agreement to the contrary, Community First Certificates held surrendered for exchange by such person shall pass only upon proper delivery of the Certificates to the Paying Agent, and shall be a Community First Affiliate (as defined in a customary form and have such other customary provisions as Parent may reasonably specifySection 4.14) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the Merger Consideration. Notwithstanding the foregoing, any holder of shares of Company Common Stock held in book-entry form shall not be required exchanged for certificates representing shares of American Common Stock to deliver a Certificate or an executed letter of transmittal to receive the Merger Consideration which such Community First Affiliate may be entitled pursuant to the terms of this Agreement until American has received a written agreement from such person as specified in Section 2.01(c) in respect thereof and shall, upon receipt of an “agent’s message” in customary form at the Effective Time (or such other customary evidence, if any, as the Paying Agent may reasonably request) be deemed to have surrendered the Certificate with respect to such shares of Company Common Stock held in book-entry form. Upon surrender (or deemed surrender) of a Certificate for cancelation to the Paying Agent or to such other agent or agents as may be appointed by P▇▇▇▇▇, together with such letter of transmittal, duly completed and validly executed, as applicable, and such other documents as may reasonably be required by the Paying Agent, the holder of such Certificate shall be entitled to receive in exchange therefor the amount of cash equal to the Merger Consideration that such holder has the right to receive pursuant to Section 2.01(c5.2(d), and the Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of Company Common Stock that is not registered in the stock transfer books of the Company, payment of the Merger Consideration in exchange therefor may be made to a person other than the person in whose name the Certificate so surrendered is registered, if such Certificate shall be properly endorsed or otherwise be in proper form for transfer, and the person requesting such payment shall pay any transfer or other taxes required by reason of the payment to a person other than the registered holder of such Certificate or establish to the satisfaction of the Surviving Corporation that such tax has been paid or is not applicable. No interest shall be paid or shall accrue on the cash payable upon surrender of any Certificate.

Exchange Procedures. As soon as reasonably practicable Promptly after the Effective Time Time, UPC and in any event within three (3) Business Days following the Closing Date, the Surviving Corporation or Parent Mutual shall cause the Paying Agent exchange agent selected by UPC (the "Exchange Agent") to mail to each holder the former stockholders of record of a Certificate whose shares of Company Common Stock were converted into the right to receive the Merger Consideration pursuant to Section 2.01(c), (i) a form of letter of Mutual appropriate transmittal materials (which shall include an accompanying IRS Form W-9 or the applicable IRS Form W-8, shall specify that delivery shall be effected effected, and risk of loss and title to the Certificates held by such person certificates theretofore representing shares of Mutual Common Stock shall pass pass, only upon proper delivery of the Certificates such certificates to the Paying Exchange Agent). After the Effective Time, and shall be in a customary form and have such other customary provisions as Parent may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the Merger Consideration. Notwithstanding the foregoing, any each holder of shares of Company Mutual Common Stock held in book-entry form shall not (other than shares to be required to deliver a Certificate or an executed letter of transmittal to receive the Merger Consideration canceled pursuant to Section 2.01(c3.3 of this Agreement) in respect thereof issued and shall, upon receipt of an “agent’s message” in customary form outstanding at the Effective Time (shall surrender the certificate or such other customary evidence, if any, as the Paying Agent may reasonably request) be deemed to have surrendered the Certificate with respect to certificates representing such shares of Company Common Stock held in book-entry form. Upon surrender (or deemed surrender) of a Certificate for cancelation to the Paying Exchange Agent or to such other agent or agents as may be appointed by P▇▇▇▇▇, together with such letter of transmittal, duly completed and validly executed, as applicable, and such other documents as may reasonably be required by the Paying Agent, the holder of such Certificate shall be entitled to promptly upon surrender thereof receive in exchange therefor the amount consideration provided in Section 3.1 of cash equal to the Merger Consideration that this Agreement, together with all undelivered dividends or distributions in respect of such holder has the right to receive shares (without interest thereon) pursuant to Section 2.01(c4.2 of this Agreement. To the extent required by Section 3.4 of this Agreement, each holder of shares of Mutual Common Stock issued and outstanding at the Effective Time also shall receive, upon surrender of the certificate or certificates representing such shares, cash in lieu of any fractional share of UPC Common Stock to which such holder may be otherwise entitled (without interest), and . UPC shall not be obligated to deliver the Certificate consideration to which any former holder of Mutual Common Stock is entitled as a result of the Merger until such holder surrenders such holder's certificate or certificates representing the shares of Mutual Common Stock for exchange as provided in this Section 4.1. The certificate or certificates of Mutual Common Stock so surrendered shall forthwith be canceledduly endorsed as the Exchange Agent may require. In the event Any other provision of a transfer of ownership of Company Common Stock that is not registered in the stock transfer books of the Companythis Agreement notwithstanding, payment of the Merger Consideration in exchange therefor may be made to a person other than the person in whose name the Certificate so surrendered is registered, if such Certificate shall be properly endorsed or otherwise be in proper form for transfer, and the person requesting such payment shall pay any transfer or other taxes required by reason of the payment to a person other than the registered holder of such Certificate or establish to the satisfaction of neither the Surviving Corporation that such tax has been nor the Exchange Agent shall be liable to a holder of Mutual Common Stock for any amounts paid or is not applicable. No interest shall be paid or shall accrue on the cash payable upon surrender of property delivered in good faith to a public official pursuant to any Certificateapplicable abandoned property Law.

Exchange Procedures. As soon as reasonably practicable after the Effective Time and in any event within three (3) Business Days following the Closing DateTime, the Surviving Corporation or Parent shall cause the Paying Exchange Agent to mail to each holder of record of a Certificate whose certificate or certificates which immediately prior to the Effective Time represented outstanding shares of Company Common Stock were (the "Certificates") whose shares are converted pursuant to Section 2.01(c) into the right to receive the Merger Consideration pursuant to Section 2.01(c), shares of Parent Common Stock (i) a form of letter of transmittal (which shall include an accompanying IRS Form W-9 or the applicable IRS Form W-8, shall specify that delivery shall be effected effected, and risk of loss and title to the Certificates held by such person shall pass pass, only upon proper delivery of the Certificates to the Paying Agent, Exchange Agent and shall be in a customary such form and have such other customary provisions as Parent may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the Merger Consideration. Notwithstanding the foregoing, any holder of certificates representing shares of Company Parent Common Stock held and cash in book-entry form shall not be required to deliver a Certificate or an executed letter lieu of transmittal to receive the Merger Consideration pursuant to Section 2.01(c) in respect thereof and shall, upon receipt of an “agent’s message” in customary form at the Effective Time (or such other customary evidence, if any, as the Paying Agent may reasonably request) be deemed to have surrendered the Certificate with respect to such shares of Company Common Stock held in book-entry formfractional shares. Upon surrender (or deemed surrender) of a Certificate for cancelation cancellation to the Paying Agent or to such other agent or agents as may be appointed by P▇▇▇▇▇Exchange Agent, together with such letter of transmittal, transmittal duly executed and completed and validly executed, as applicable, and such other documents as may reasonably be required by the Paying Agentin accordance with its terms, the holder of such Certificate shall be entitled to receive in exchange therefor a certificate representing that number of whole shares of Parent Common Stock, plus the cash amount payable in lieu of cash equal to the Merger Consideration that fractional shares in accordance with Section 2.02(e), which such holder has the right to receive pursuant to Section 2.01(c)the provisions of this Article II, and the Certificate so surrendered shall forthwith be canceled. In no event shall the holder of any Certificate be entitled to receive interest on any funds to be received in the Merger. In the event of a transfer of ownership of Company Common Stock that which is not registered in the stock transfer books records of the Company, payment a certificate representing that number of whole shares of Parent Common Stock, plus the Merger Consideration cash amount payable in exchange therefor lieu of fractional shares in accordance with Section 2.02(e), may be made issued to a person other than the person in whose name transferee if the Certificate so representing such Company Common Stock is presented to the Exchange Agent accompanied by all documents required to evidence and effect such transfer and by evidence that any applicable stock transfer taxes have been paid. Until surrendered is registeredas contemplated by this Section 2.02(b), if such each Certificate shall be properly endorsed or otherwise be in proper form deemed at any time after the Effective Time for transferall corporate purposes of Parent, and the person requesting such payment shall pay any transfer or other taxes required except as limited by reason paragraph (c) below, to represent ownership of the payment to a person other than number of shares of Parent Common Stock into which the registered holder number of such Certificate or establish to the satisfaction shares of the Surviving Corporation that such tax has Company Common Stock shown thereon have been paid or is not applicable. No interest shall be paid or shall accrue on the cash payable upon surrender of any Certificateconverted as contemplated by this Article II.

Exchange Procedures. As soon as reasonably practicable after Promptly following the Effective Time and (but in any no event within three (3) Business Days following later than the Closing Datethird business day thereafter), the Surviving Corporation or Parent shall cause the Paying Agent to shall mail to each holder of record of a Certificate or Company Book-Entry Shares whose shares of Company Common Stock were converted into the right to receive the Merger Consideration pursuant to Section 2.01(c)2.1, (i) a form of letter of transmittal (which shall include an accompanying IRS Form W-9 or the applicable IRS Form W-8, shall specify that delivery shall be effected effected, and risk of loss and title to the Certificates held by such person shall pass pass, only upon proper delivery of the Certificates or Company Book-Entry Shares, upon adherence to the Paying Agent, procedures set forth in the letter of transmittal and shall be in a customary such form and have such other customary provisions as Parent and the Company may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates or Company Book-Entry Shares in exchange for the Merger Consideration. Notwithstanding Consideration into which the foregoing, any holder number of shares of Company Common Stock held in book-entry form shall not be required to deliver a previously represented by such Certificate or an executed letter Company Book-Entry Shares shall have been converted into the right to receive pursuant to this Agreement (which instructions shall provide that, at the election of the surrendering holder, Certificates and letters of transmittal to receive (and any related documentation) may be surrendered, and the Merger Consideration pursuant to Section 2.01(c) in respect thereof and shallexchange therefor collected, by hand delivery). Each former stockholder of the Company, upon receipt of an “agent’s message” in customary form at the Effective Time (or such other customary evidence, if any, as the Paying Agent may reasonably request) be deemed to have surrendered the Certificate with respect to such shares of Company Common Stock held in book-entry form. Upon surrender (or deemed surrender) of a Certificate for cancelation to the Paying Agent of a Certificate or to such other agent or agents Company Book-Entry Share, as may be appointed by P▇▇▇▇▇applicable, together with such a letter of transmittal, duly completed and validly executed, as applicableexecuted in accordance with the instructions thereto, and such other documents as may reasonably customarily be required by the Paying Agent, the holder of such Certificate shall be entitled to receive a check in exchange therefor the an amount of cash U.S. dollars (after giving effect to any required withholdings pursuant to Section 2.2(k)) equal to the aggregate amount of Merger Consideration that into which such holder has holder’s shares of Company Common Stock represented by such holder’s properly surrendered Certificates or Company Book Entry Shares, as applicable, were converted in accordance with this Article II. Until surrendered as contemplated by this Section 2.2, each Certificate or Company Book-Entry Share shall be deemed at any time after the Effective Time to represent only the right to receive pursuant to Section 2.01(c), and the Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of Company Common Stock that is not registered in the stock transfer books of the Company, payment of upon such surrender the Merger Consideration in exchange therefor may be made to a person other than the person in whose name the Certificate so surrendered is registered, if such Certificate shall be properly endorsed or otherwise be in proper form for transfer, and the person requesting such payment shall pay any transfer or other taxes required as contemplated by reason of the payment to a person other than the registered holder of such Certificate or establish to the satisfaction of the Surviving Corporation that such tax has been paid or is not applicablethis Article II. No interest shall will be paid or shall will accrue on the any cash payable upon surrender to holders of any CertificateCertificates or Company Book-Entry Shares under the provisions of this Article II.

Exchange Procedures. As soon as reasonably practicable after the Effective Time and in any event within three (3) Business Days following the Closing Date, the Surviving Corporation or Parent The Exchange Agent shall cause the Paying Agent to mail to each holder of record of a Certificate whose shares certificates of Company Common Stock ("Company Certificates"), whose shares were converted into the right to receive the Merger Consideration shares of Parent Common Stock (and cash in lieu of fractional shares pursuant to Section 2.01(c), 3.04) promptly after the Effective Time (and in any event no later than three Business Days after the later to occur of the Effective Time and receipt by Parent of a complete list from the Company of the names and addresses of its holders of record): (i) a form of letter of transmittal (which shall include an accompanying IRS Form W-9 or the applicable IRS Form W-8, shall specify that delivery shall be effected effected, and risk of loss and title to the Company Certificates held by such person shall pass pass, only upon proper delivery receipt of the Company Certificates to by the Paying Exchange Agent, and shall be in a customary such form and have such other customary provisions as Parent may reasonably specify) ); and (ii) instructions for use in effecting the surrender of the Company Certificates in exchange for the Merger Consideration. Notwithstanding the foregoing, any holder Parent Certificates (and cash in lieu of shares of Company Common Stock held in book-entry form shall not be required to deliver a Certificate or an executed letter of transmittal to receive the Merger Consideration pursuant to Section 2.01(c) in respect thereof and shall, upon receipt of an “agent’s message” in customary form at the Effective Time (or such other customary evidence, if any, as the Paying Agent may reasonably request) be deemed to have surrendered the Certificate with respect to such shares of Company Common Stock held in book-entry formfractional shares). Upon surrender (or deemed surrender) of a Company Certificate for cancelation cancellation to the Paying Exchange Agent or to such other agent or agents as may be appointed by P▇▇▇▇▇Parent, together with such letter of transmittal, duly completed and validly executed, as applicable, and such other documents as may be reasonably be required by the Paying Exchange Agent, the holder of such Company Certificate shall be entitled to receive in exchange therefor a Parent Certificate representing the amount number of cash equal to the Merger Consideration whole shares of Parent Common Stock that such holder has the right to receive pursuant to this Article III and payment of cash in lieu of fractional shares which such holder has the right to receive pursuant to Section 2.01(c)3.04, and the Company Certificate so surrendered shall forthwith be canceled. In Until so surrendered, each outstanding Company Certificate that, prior to the event of a transfer of ownership Effective Time, represented shares of Company Common Stock that is not registered in will be deemed from and after the stock transfer books of the CompanyEffective Time, payment of the Merger Consideration in exchange therefor may be made to a person for all corporate purposes other than the person in whose name payment of dividends and distributions, to evidence the Certificate ownership of the number of full shares of Parent Common Stock into which such shares of Company Common Stock shall have been so surrendered is registered, if such Certificate shall be properly endorsed or otherwise be in proper form for transfer, converted and the person requesting such payment shall pay any transfer or other taxes required by reason right to receive an amount in cash in lieu of the payment to a person issuance of any fractional shares in accordance with Section 3.04. Notwithstanding any other than the registered holder provision of such Certificate or establish to the satisfaction of the Surviving Corporation that such tax has been paid or is not applicable. No this Agreement, no interest shall will be paid or shall will accrue on the any cash payable upon surrender to holders of any CertificateCompany Certificates pursuant to the provisions of this Article III.

Exchange Procedures. As soon as reasonably practicable after the Effective Time and in any event within three (3) Business Days following the Closing DateTime, the Surviving Corporation or Parent shall cause the Paying Agent to mail be mailed to each holder of record of a Certificate whose certificate or certificates which immediately prior to the Effective Time represented outstanding shares of Company Common Stock (the “Company Certificates”), whose shares were converted into the right to receive the Merger Consideration shares of Parent Common Stock (and cash in lieu of fractional shares) pursuant to Section 2.01(c), 1.6 (i) a form of letter of transmittal (which shall include an accompanying IRS Form W-9 or the applicable IRS Form W-8, shall specify that delivery shall be effected effected, and risk of loss and title to the Company Certificates held by such person shall pass pass, only upon proper delivery receipt of the Company Certificates to by the Paying Exchange Agent, and shall be in a customary such form and have such other customary provisions as Parent may reasonably specify) and (ii) instructions for use in effecting the surrender of the Company Certificates in exchange for certificates or shares held electronically through a broker-dealer (or book entries in the Merger Consideration. Notwithstanding the foregoing, any holder case of shares that are subject to vesting and/or repurchase rights in favor of Company the Company) representing shares of Parent Common Stock held (and cash in book-entry form shall not be required to deliver a Certificate or an executed letter lieu of transmittal to receive the Merger Consideration pursuant to Section 2.01(c) in respect thereof and shall, upon receipt of an “agent’s message” in customary form at the Effective Time (or such other customary evidence, if any, as the Paying Agent may reasonably request) be deemed to have surrendered the Certificate with respect to such shares of Company Common Stock held in book-entry formfractional shares). Upon surrender (or deemed surrender) of a Company Certificate for cancelation cancellation to the Paying Exchange Agent (or to such other agent or agents as may be appointed by P▇▇▇▇▇Parent), together with such letter of transmittal, duly completed and validly executedexecuted in accordance with the instructions thereto, as applicable, the Company Certificate so surrendered shall forthwith be canceled and such other documents as may reasonably be required by the Paying Agent, the holder of such Company Certificate shall be entitled to receive sent in exchange therefor a certificate or certificates or electronic equivalent (or book entry in the amount case of cash equal shares that are subject to vesting and/or repurchase rights) representing the Merger Consideration that number of whole shares of Parent Common Stock which such holder has the right to receive pursuant to Section 2.01(c1.6(a) and cash payment in lieu of fractional shares which such holder has the right to receive pursuant to Section 1.6(h). Until so surrendered, each outstanding Company Certificate will be deemed from and after the Certificate so surrendered shall forthwith be canceled. In Effective Time to represent only the event of a transfer of ownership of Company Common Stock that is not registered in right to receive the stock transfer books of the Company, payment of the Merger Consideration in exchange therefor may be made to a person other than the person in whose name the Certificate so surrendered is registered, if such Certificate shall be properly endorsed or otherwise be in proper form for transfer, and the person requesting such payment shall pay any transfer or other taxes required merger consideration contemplated by reason of the payment to a person other than the registered holder Section 1.6(a) upon surrender of such Certificate or establish to the satisfaction Company Certificate. Notwithstanding any other provision of the Surviving Corporation that such tax has been paid or is not applicable. No this Agreement, no interest shall will be paid or shall will accrue on the any cash payable upon surrender to holders of any Certificate.Company Certificates pursuant to the provisions of this ARTICLE I.

Exchange Procedures. As soon promptly as reasonably practicable after the Effective Time and in any event within three (3) Business Days following the Closing DateTime, the Surviving Corporation or Parent shall cause the Paying Exchange Agent to mail to each holder of record of a Company Certificate whose immediately prior to the Effective Time (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 were converted into the right to receive the Merger Consideration pursuant to Section 2.01(c)owned by that stockholder (or, alternatively, by an appropriate guarantee of delivery) (ia) a form of letter of transmittal (which shall include an accompanying IRS Form W-9 or the applicable IRS Form W-8, "Letter of Transmittal") that shall specify that delivery shall be effected effected, and risk of loss and title to the Company Certificates held by such person shall pass pass, only upon proper delivery of the Company Certificates to the Paying Exchange Agent, and which Letter of Transmittal shall be in a customary form and have such other customary provisions as Parent or Company may reasonably specifyspecify (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 the Merger Consideration, together with any dividends and other distributions with respect thereto and any cash in lieu of fractional shares. Notwithstanding Upon surrender of a Company Certificate to the foregoing, any holder Exchange Agent together with such Letter of shares Transmittal or the Form of Company Common Stock held in book-entry form shall not be required to deliver a Certificate or an executed letter of transmittal to receive the Merger Consideration Election pursuant to Section 2.01(c) in respect thereof and shall, upon receipt of an “agent’s message” in customary form at the Effective Time (or such other customary evidence, if any, as the Paying Agent may reasonably request) be deemed to have surrendered the Certificate with respect to such shares of Company Common Stock held in book-entry form. Upon surrender (or deemed surrender) of a Certificate for cancelation to the Paying Agent or to such other agent or agents as may be appointed by P▇▇▇▇▇, together with such letter of transmittal3.1(e), duly executed and completed and validly executed, as applicablein accordance with the instructions thereto, and such other documents as may reasonably be required by the Paying Exchange Agent, the holder of such Company Certificate shall be entitled to receive in exchange therefor (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 amount aggregate, the whole number of cash equal to the Merger Consideration shares that such holder has the right to receive pursuant to Section 2.01(c3.1(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 Certificate so surrendered shall forthwith 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 pursuant to Section 3.7 and dividends and other distributions pursuant to Section 3.5. No interest will be canceledpaid 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 3.5, may be issued with respect to such Company Common Stock 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 required to evidence and effect such transfer and to evidence that any applicable stock transfer books of the Company, payment of the Merger Consideration in exchange therefor may be made to a person other than the person in whose name the Certificate so surrendered is registered, if such Certificate shall be properly endorsed or otherwise be in proper form for transfer, and the person requesting such payment shall pay any transfer or other taxes required by reason of the payment to a person other than the registered holder of such Certificate or establish to the satisfaction of the Surviving Corporation that such tax has have been paid or is not applicable. No interest shall be paid or shall accrue on the cash payable upon surrender of any Certificatepaid.

Exchange Procedures. (i) As soon promptly as reasonably practicable after following the Parent Merger Effective Time and (but in any no event within three later than two (32) Business Days following the Closing Datethereafter), the Surviving Corporation or Entity of the Parent Merger shall cause the Paying Exchange Agent to mail (and to make available for collection by hand) (A) to each holder of record of a Certificate whose shares of evidencing Company Common Stock were converted into the right to receive the Merger Consideration pursuant to Section 2.01(c)Stock, (ix) a form of letter of transmittal (a “Letter of Transmittal”), which shall include an accompanying IRS Form W-9 or the applicable IRS Form W-8, shall specify that delivery shall be effected effected, and risk of loss and title to the Certificates held by such person shall pass only upon proper delivery of the Certificates (or affidavits of loss in lieu thereof) to the Paying Exchange Agent, and which Letter of Transmittal shall be in a customary such form and have such other customary provisions as the Surviving Entity of the Parent Merger may reasonably specify) , and (iiy) instructions for use in effecting the surrender of the Certificates in exchange for the Parent Merger Consideration. Notwithstanding Consideration into which the foregoing, any holder number of shares of Company Common Stock held previously represented by such Certificate shall have been converted pursuant to this Agreement, together with any amounts payable in book-entry form respect of dividends or distributions on shares of Parent Common Stock in accordance with Section 3.4(d) (which instructions shall not provide that, at the election of the surrendering holder, (i) Certificates may be required to deliver a Certificate surrendered by hand delivery or an executed letter of transmittal to receive otherwise or (ii) the Merger Consideration in exchange therefor, together with any amounts payable in respect of dividends or distributions on shares of Parent Common Stock in accordance with Section 3.4(d), may be collected by hand by the surrendering holder or by check or wire transfer to the surrendering holder), (B) to each holder of record of a Certificate evidencing Company Limited Voting Stock, a certificate representing the LVS Merger Consideration into which the number of shares of Company Limited Voting Stock previously represented by such Certificate shall have been converted pursuant to this Agreement, (C) to each holder of a Company Option, a certificate representing an option to acquire shares of Parent Common Stock, (D) to each holder of a share of Company Restricted Stock, a certificate representing shares of Parent Common Stock in an amount due and payable to such holder pursuant to Section 2.01(c3.5(b) in respect thereof of such share of Company Restricted Stock, and shall(E) to each holder of a Company Phantom Share, upon receipt a certificate representing shares of Parent Common Stock in an “agent’s message” in customary form at the Effective Time (or amount due and payable to such other customary evidenceholder pursuant to Section 3.5(c), if any, as the Paying Agent may reasonably requestin respect of such Company Phantom Share. (ii) be deemed to have surrendered the Certificate with respect to such shares of Company Common Stock held in book-entry form. Upon surrender (or deemed surrender) of a Certificate (or affidavit of loss in lieu thereof) for cancelation cancellation to the Paying Agent or to such other agent or agents as may be appointed by P▇▇▇▇▇Exchange Agent, together with such letter a Letter of transmittal, Transmittal duly completed and validly executed, as applicableexecuted in accordance with the instructions thereto, and such other documents as may reasonably be required by the Paying Exchange Agent, the holder of such Certificate shall be entitled to receive in exchange therefor the amount Parent Merger Consideration for each share of cash equal Company Common Stock formerly represented by such Certificate pursuant to the Merger Consideration provisions of this Article III plus any cash such holder is entitled to receive in lieu of fractional shares of Parent Common Stock that such holder has the right to receive pursuant to the provisions of Section 2.01(c3.9 and any amounts that such holder has the right to receive in respect of dividends or distributions on shares of Parent Common Stock in accordance with Section 3.4(d), to be mailed, made available for collection by hand or delivered by wire transfer, within two (2) Business Days following the later to occur of (A) the Parent Merger Effective Time or (B) the Exchange Agent’s receipt of such Certificate (or affidavit of loss in lieu thereof), and the Certificate (or affidavit of loss in lieu thereof) so surrendered shall be forthwith canceled. The Exchange Agent shall accept such Certificates (or affidavits of loss in lieu thereof) upon compliance with such reasonable terms and conditions as the Exchange Agent may impose to effect an orderly exchange thereof in accordance with normal exchange practices. Until surrendered as contemplated by this Section 3.4, each Certificate shall be deemed, at any time after the Effective Time, to represent only the right to receive, upon such surrender, the Parent Merger Consideration as contemplated by this Article III. No interest shall be paid or accrued for the benefit of holders of the Certificates on the Merger Consideration payable upon the surrender of the Certificates. (iii) As promptly as practicable following the Effective Time (but in no event later than two (2) Business Days thereafter), the Surviving Entity shall cause the Exchange Agent (A) to issue to each holder of Book-Entry Shares that number of uncertificated whole shares of Parent Common Stock or Parent Limited Voting Stock that such holder is entitled to receive pursuant to Section 3.1(b) in respect of such Book-Entry Shares, and (B) to issue and deliver to each holder of Book-Entry Shares a check or wire transfer for any amounts payable in respect of dividends or distributions on shares of Parent Common Stock in accordance with Section 3.4(d) and any other amount such holder is entitled to receive in lieu of fractional shares of Parent Common Stock that such holder has the right to receive pursuant to the provisions of Section 3.9, in each case, without such holder being required to deliver a Certificate or an executed Letter of Transmittal to the Exchange Agent, and such Book-Entry Shares shall then be canceled. No interest shall be paid or accrued for the benefit of holders of Book-Entry Shares on the Parent Merger Consideration or LVS Merger Consideration payable in respect of the Book-Entry Shares. (iv) In the event of a transfer of ownership of shares of Company Common Stock or Company Limited Voting Stock that is not registered in the stock transfer books records of the Company, it shall be a condition of payment of that any Certificate surrendered in accordance with the Merger Consideration procedures set forth in exchange therefor may be made to a person other than the person in whose name the Certificate so surrendered is registered, if such Certificate this Section 3.4(c) shall be properly endorsed or shall be otherwise be in proper form for transfer, or any Book-Entry Share shall be properly transferred, and that the person Person requesting such payment shall pay have paid any transfer or Taxes and other taxes Taxes required by reason of the payment of the Merger Consideration to a person other than the registered holder of such the Certificate or establish Book-Entry Share surrendered or shall have established to the satisfaction of the Surviving Corporation Parent that such tax Tax either has been paid or is not applicable. No interest shall be paid or shall accrue on the cash payable upon surrender of any Certificate.

Exchange Procedures. (a) As soon promptly as reasonably practicable after the Effective Time and in any event within three (3) Business Days following the Closing DateTime, the Surviving Corporation or Parent LMHC shall cause the Paying Agent to mail to each holder of record of a Certificate whose shares of Company Common Stock were converted into the right to receive the Merger Consideration pursuant to Section 2.01(c), Eligible Shares that are (i) Certificates or (ii) Book-Entry Shares, notice advising such holders of the effectiveness of the STFC Merger, which notice shall include (1) appropriate transmittal materials (including a form of customary letter of transmittal transmittal) that (which shall include an accompanying IRS Form W-9 or the applicable IRS Form W-8, A) shall specify that delivery shall be effected and risk of loss and title to the Certificates held by or such person Book-Entry Shares shall pass only upon proper delivery of the Certificates (or an affidavit of loss in lieu thereof, together with any bond or indemnity agreement, as contemplated by Section 3.09), or the surrender of such Book-Entry Shares to the Paying AgentAgent (which shall be deemed to have been effected upon the delivery of a customary “agent’s message” with respect to such Book-Entry Shares or such other reasonable evidence, if any, of such surrender as the Paying Agent may reasonably request), as applicable, such materials to be in such form and have such other provisions as LMHC and STFC may reasonably agree and (B) shall be in a such customary form and have such other customary provisions as Parent LMHC may specify (and reasonably specifyacceptable to STFC) and (ii2) instructions for use in effecting the surrender of the Certificates (or an affidavit of loss in lieu thereof, together with any bond or indemnity agreement, as contemplated by Section 3.09) or such Book-Entry Shares to the Paying Agent in exchange for the Merger Consideration. Notwithstanding the foregoing, any Consideration that such holder of shares of Company Common Stock held in book-entry form shall not be required to deliver a Certificate or an executed letter of transmittal is entitled to receive as a result of the STFC Merger Consideration pursuant to Section 2.01(c3.01. (b) Upon surrender to the Paying Agent of Eligible Shares that are (i) Certificates, by physical surrender of such Certificates (or an affidavit of loss in respect thereof lieu thereof, together with any bond or indemnity agreement, as contemplated by Section 3.09), together with a letter of transmittal, duly completed and shallvalidly executed in accordance with the instructions thereto, upon and any other documents reasonably required by the Paying Agent in accordance with the terms of the materials and instructions provided by the Paying Agent or (ii) Book-Entry Shares, by book- receipt of an “agent’s message” by the Paying Agent in customary form at connection with the Effective Time surrender of Book- Entry Shares (or such other customary reasonable evidence, if any, of surrender with respect to such Book- Entry Shares, as the Paying Agent may reasonably request) be deemed to have surrendered the Certificate with respect to such shares of Company Common Stock held in book-entry form. Upon surrender (or deemed surrender) of a Certificate for cancelation to the Paying Agent or to such other agent or agents as may be appointed by P▇▇▇▇▇, together with such letter of transmittal, duly completed and validly executed, as applicable, and such other documents as may reasonably be required by the Paying Agent), the holder of such Certificate or Book-Entry Share shall be entitled to receive in exchange therefor therefor, and LMHC shall cause the Paying Agent to pay and deliver, out of the Exchange Fund, as promptly as practicable to such holders, an amount of in cash in immediately available funds (after giving effect to any required Tax withholdings as provided in Section 3.10) equal to the product obtained by multiplying (1) the number of Eligible Shares represented by such Certificates (or an affidavit of loss in lieu thereof, together with any bond or indemnity agreement, as contemplated by Section 3.09) or such Book-Entry Shares by (2) the Merger Consideration that Consideration. No profit, interest or income shall be paid or accrued for the benefit of any holder of Eligible Shares on any amount payable upon the surrender of any Eligible Shares. Until surrendered as contemplated by this Section 3.06, each such holder has Certificate shall be deemed at any time after the Effective Time to represent only the right to receive pursuant to Section 2.01(c), and upon such surrender the Certificate so surrendered shall forthwith be canceled. applicable Merger Consideration. (c) In the event of a transfer of ownership of Company Common Stock any Certificate that is not registered in the stock transfer books records or ledger of STFC or if the Company, payment of consideration payable is to be paid in a name other than in which the Merger Consideration Certificate or Certificates surrendered or transferred in exchange therefor are registered in the transfer records or ledger of STFC, the applicable portion of the aggregate Merger Consideration may be made paid to such a person other than the person in whose name transferee if the Certificate so surrendered or Certificates is registered, if such Certificate shall be or are properly endorsed or and otherwise be in proper form for transfer, surrender and the person requesting such payment shall pay any transfer or other taxes required by reason of the payment to a person other than the registered holder of such Certificate or establish presented to the satisfaction of the Surviving Corporation Paying Agent, accompanied by all documents required to evidence and effect such transfer and to evidence that such tax has any applicable Transfer Taxes have been paid or is are not applicable, in each case, in form and substance, reasonably satisfactory to LMHC and the Paying Agent. No interest Payment of the applicable portion of the aggregate Merger Consideration with respect to Book-Entry Shares shall only be paid made to the Person in whose name such Book-Entry Shares are registered in the stock transfer books or shall accrue on the cash payable upon surrender ledger of any CertificateSTFC.

Exchange Procedures. As soon as reasonably practicable possible after the Company Merger Effective Time and (but in any event within three (3) Business Days following the Closing Datethereafter), the Surviving Corporation or Parent shall cause the Paying Exchange Agent to mail to each holder of record of a Certificate whose or Certificates that immediately prior to the Company Merger Effective Time represented outstanding shares of Company Common Stock whose shares were converted into the right to receive the Merger Consideration pursuant to Section 2.01(c), 3.1(c): (i) a form of letter of transmittal (a “Letter of Transmittal”) which shall include an accompanying IRS Form W-9 or the applicable IRS Form W-8, shall specify that delivery shall be effected effected, and risk of loss and title to the Certificates held by such person shall pass to the Exchange Agent only upon proper delivery of the Certificates to the Paying Exchange Agent, and which Letter of Transmittal shall be in a customary such form and have such other customary provisions as Parent and the Company may reasonably specify) agree upon, and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the Merger Consideration. Notwithstanding Consideration into which the foregoing, any holder number of shares of Company Common Stock held in book-entry form previously represented by such Certificate shall not be required to deliver a Certificate or an executed letter of transmittal to receive the Merger Consideration have been converted pursuant to Section 2.01(c) this Agreement, together with any amounts payable in respect thereof of the Fractional Share Consideration in accordance with Section 3.7 and shall, upon receipt of an “agent’s message” in customary form at the Effective Time (dividends or such other customary evidence, if any, as the Paying Agent may reasonably request) be deemed to have surrendered the Certificate with respect to such distributions on shares of Company Parent Common Stock held in book-entry formaccordance with Section 3.3(e). Upon surrender (or deemed surrender) of a Certificate for cancelation to the Paying Agent Exchange Agent, or to such other agent or agents reasonably satisfactory to the Company as may be appointed by P▇▇▇▇▇Parent, together with such letter Letter of transmittal, Transmittal duly completed and validly executed, as applicableexecuted in accordance with the instructions thereto, and such other documents as may reasonably be required by the Paying Exchange Agent, the holder of such Certificate shall be entitled to receive in exchange therefor the amount Merger Consideration payable in respect of cash equal the shares of Company Common Stock previously represented by such Certificate pursuant to the Merger provisions of this Article III, plus any Fractional Share Consideration that such holder has the right to receive pursuant to the provisions of Section 2.01(c3.7 and any amounts that such holder has the right to receive in respect of dividends or other distributions on shares of Parent Common Stock in accordance with Section 3.3(e) to be mailed or delivered by wire transfer, within three (3) Business Days following the later to occur of (A) the Company Merger Effective Time or (B) the Exchange Agent’s receipt of such Certificate (or affidavit of loss in lieu thereof), and the Certificate so surrendered shall be forthwith be canceledcancelled. The Exchange Agent shall accept such Certificates upon compliance with such reasonable terms and conditions as the Exchange Agent may impose to effect an orderly exchange thereof in accordance with customary exchange practices. In the event of a transfer of ownership of shares of Company Common Stock that is not registered in the stock transfer books records of the Company, payment of the Merger Consideration in exchange therefor may be made to a person other than the person in whose name the Certificate so surrendered is registered, if such Certificate shall be properly endorsed or otherwise be in proper form for transfer, transfer and the person requesting such payment shall pay any transfer or other taxes required by reason of the payment to a person other than the registered holder of such Certificate or establish to the satisfaction of the Surviving Corporation Parent that such tax has been paid or is not applicable. Until surrendered as contemplated by this Section 3.3, each Certificate shall be deemed, at any time after the Company Merger Effective Time, to represent only the right to receive, upon such surrender, the Merger Consideration as contemplated by this Article III. No interest shall be paid or shall accrue on the any cash payable upon surrender of any CertificateCertificate or in respect of Book-Entry Shares on the Merger Consideration or the Fractional Share Consideration payable upon the surrender of the Certificates or Book-Entry Shares or on any distributions to which holders of such Certificates or Book-Entry Shares are entitled pursuant to Section 3.3(e) hereof.

Exchange Procedures. As soon as reasonably practicable Promptly after the Effective Time and in any event within three (3) Business Days following the Closing DateTime, the Surviving Corporation IPC or Parent its appointed designee shall cause the Paying Agent to mail to each holder of record of a Certificate whose shares certificate or certificates of Company Common Stock were ("Company Certificates") whose shares are converted into the right to receive the Merger Consideration pursuant to Section 2.01(c)Shares, (i) a form of letter of transmittal (which shall include an accompanying IRS Form W-9 or the applicable IRS Form W-8, shall specify that delivery shall be effected effected, and risk of loss and title to the Company Certificates held by such person shall pass to IPC, only upon proper delivery of the Company Certificates to the Paying Agent, IPC and which shall be in a customary such form and have such other customary provisions as Parent IPC may reasonably specify) and (ii) instructions for use in effecting the surrender of the Company Certificates in exchange for the Merger Consideration. Notwithstanding the foregoing, Shares and any holder of shares of Company Common Stock held in book-entry form shall not be required to deliver a Certificate dividends or an executed letter of transmittal to receive the Merger Consideration other distributions pursuant to Section 2.01(c) in respect thereof and shall, upon receipt of an “agent’s message” in customary form at the Effective Time (or such other customary evidence, if any, as the Paying Agent may reasonably request) be deemed to have surrendered the Certificate with respect to such shares of Company Common Stock held in book-entry form2.6(e). Upon surrender (or deemed surrender) of a Certificate Company Certificates for cancelation cancellation to the Paying Agent or to such other agent or agents as may be appointed by P▇▇▇▇▇IPC, together with such letter of transmittal, duly completed and validly executed, as applicable, and such other documents as may reasonably be required by executed in accordance with the Paying Agentinstructions thereto, the holder holders of such Certificate Company Certificates shall be entitled to receive the Merger Shares in exchange therefor the amount of cash equal to the Merger Consideration that such holder has the right to receive and any dividends or distributions payable pursuant to Section 2.01(c2.6(e), and the Certificate Company Certificates so surrendered shall forthwith be canceled. In Until so surrendered, outstanding Company Certificates will be deemed from and after the event of a transfer of Effective Time, for all corporate purposes, subject to Section 2.8, to evidence the ownership of the number of full shares of IPC Common Stock into which such shares of the Company Common Stock that shall have been so converted and any dividends or distributions payable pursuant to Section 2.6(e). Notwithstanding the foregoing, if any Company Certificate is not registered lost, stolen, destroyed or mutilated, such holder shall provide evidence reasonably satisfactory to IPC as to such loss, theft, destruction or mutilation and an affidavit in the stock transfer books of the Companyform and substance satisfactory to IPC, payment of and, thereupon, such holder shall be entitled to receive the Merger Consideration Shares in exchange therefor may be made and any dividends or distributions payable pursuant to a person other than the person in whose name the Certificate so surrendered is registered, if such Certificate shall be properly endorsed or otherwise be in proper form for transferSection 2.6(e), and the person requesting such payment Company Certificates so surrendered shall pay any transfer or other taxes required by reason of the payment to a person other than the registered holder of such Certificate or establish to the satisfaction of the Surviving Corporation that such tax has been paid or is not applicable. No interest shall forthwith be paid or shall accrue on the cash payable upon surrender of any Certificatecanceled.

Exchange Procedures. As soon as reasonably practicable after (a) At or prior to the Effective Time and in any event within three (3) Business Days following the Closing DateTime, the Surviving Corporation Nortel Networks shall deposit, or Parent shall cause to be deposited, with a bank or trust company having (or whose parent has) net capital of not less than $100,000,000 (the Paying Agent to mail to each holder "Exchange Agent"), for the benefit of record the holders of a Certificate whose certificates formerly representing shares of Company Common Stock were converted into ("Old Certificates"), for exchange in accordance with this Article III, certificates representing the right to receive the Merger Consideration Nortel Networks Common Shares ("New Certificates") and an estimated amount of cash pursuant to Section 2.01(c3.04 (such cash and New Certificates (without any interest on any such cash), (ibeing hereinafter referred to as the "Exchange Fund") a form of letter of transmittal (which shall include an accompanying IRS Form W-9 or the applicable IRS Form W-8, shall specify that delivery shall to be effected and risk of loss and title paid pursuant to the Certificates held by such person shall pass only upon proper delivery of the Certificates to the Paying Agent, and shall be in a customary form and have such other customary provisions as Parent may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates this Article III in exchange for the Merger Consideration. Notwithstanding the foregoing, any holder of outstanding shares of Company Common Stock. (b) As promptly as practicable after the Effective Date, Nortel Networks shall send or cause the Exchange Agent to send or cause to be sent to each former holder of record of shares (other than Treasury Shares) of Company Common Stock held immediately prior to the Effective Time transmittal materials for use in book-entry form exchanging such stockholder's Old Certificates for the consideration set forth in this Article III. Nortel Networks shall not be required to deliver cause the New Certificates representing Nortel Networks Common Shares into which shares of a Certificate or an executed letter of transmittal to receive the Merger Consideration pursuant to Section 2.01(c) in respect thereof and shall, upon receipt of an “agent’s message” in customary form stockholder's Company Common Stock are converted at the Effective Time (and/or any check in respect of any fractional share interests or dividends or distributions which such other customary evidenceperson shall be entitled to receive pursuant to this Article III, if any, as to be delivered to such stockholder upon delivery to the Paying Exchange Agent may reasonably request) be deemed to have surrendered the Certificate with respect to of Old Certificates representing such shares of Company Common Stock held in book-entry form. Upon surrender (or deemed surrender) of or, pursuant to Section 3.05(f), a Certificate for cancelation surety bond reasonably satisfactory to Nortel Networks and the Paying Agent or to such other agent or agents as may be appointed by P▇▇▇▇▇, together with such letter of transmittal, duly completed and validly executed, as applicable, and such other documents as may reasonably be required by the Paying Exchange Agent, the holder if any of such Certificate certificates are lost, stolen or destroyed) owned by such stockholder. No interest will be paid on any such cash to be paid in lieu of fractional share interests or in respect of dividends or distributions which any such person shall be entitled to receive pursuant to this Article III upon such delivery. (c) Notwithstanding the foregoing, neither the Exchange Agent nor any party hereto shall be liable to any former holder of Company Common Stock for any amount properly delivered to a public official pursuant to applicable abandoned property, escheat or similar laws. (d) No dividends or other distributions with respect to Nortel Networks Common Shares with a record date occurring after the Effective Time shall be paid to the holder of any unsurrendered Old Certificate representing shares of Company Common Stock converted in the Merger into Nortel Networks Common Shares and cash in lieu of fractional Nortel Networks Common Shares pursuant to Section 3.04, until the holder thereof shall be entitled to receive New Certificates and such amount of cash in exchange therefor in accordance with this Article III. After becoming so entitled in accordance with this Article III, the amount of cash equal record holder thereof also shall be entitled to the Merger Consideration that receive any such dividends or other distributions, without any interest thereon, which theretofore had become payable with respect to Nortel Networks Common Shares such holder has had the right to receive pursuant to Section 2.01(c)upon surrender of the Old Certificate, and payment thereof shall be made promptly following the Certificate so surrendered later of (i) the date on which such holder shall forthwith become entitled to receive New Certificates and (ii) the payment date with respect to such dividend or other distribution. (e) Any portion of the Exchange Fund that remains unclaimed by the stockholders of the Company for one year after the Effective Time shall, upon demand by Nortel Networks, be canceledpaid or delivered to Nortel Networks. In Any stockholders of the event Company who have not theretofore complied with this Article III shall thereafter look only to Nortel Networks for payment of a transfer the Nortel Networks Common Shares, cash in lieu of ownership any fractional shares and unpaid dividends and distributions on the Nortel Networks Common Shares deliverable in respect of each share of Company Common Stock such stockholder holds, as determined pursuant to this Agreement, in each case, without any interest thereon. (f) If any Old Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that is not registered fact by the person claiming such Old Certificate to be lost, stolen or destroyed and the posting by such person of a bond in the stock transfer books of the Company, payment of the Merger Consideration in exchange therefor such reasonable amount as Nortel Networks may direct as indemnity against any claim that may be made to a person other than the person in whose name the Certificate so surrendered is registered, if such Certificate shall be properly endorsed against it or otherwise be in proper form for transfer, and the person requesting such payment shall pay any transfer or other taxes required by reason of the payment to a person other than the registered holder of such Certificate or establish to the satisfaction of the Surviving Corporation that with respect to such tax has been paid Old Certificate, Nortel Networks shall, in exchange for such lost, stolen or is not applicable. No interest shall be paid destroyed Old Certificate, deliver or shall accrue on cause the cash payable upon surrender of any CertificateExchange Agent to deliver a New Certificate in respect thereof pursuant to this Article III.

Exchange Procedures. As soon as reasonably practicable (i) Promptly after the Effective Time and in any event within three (3) Business Days following the Closing DateTime, the Surviving Corporation or Parent shall cause an exchange agent selected by the Paying Agent Parent and reasonably satisfactory to the Company (the "EXCHANGE AGENT") to mail to each holder of record of a Certificate whose shares (other than Certificates in respect of Excluded Company Common Stock were converted into the right to receive the Merger Consideration pursuant to Section 2.01(c), Shares) (iA) a form of letter of transmittal (which shall include an accompanying IRS Form W-9 or the applicable IRS Form W-8, shall specify specifying that delivery shall be effected effected, and that risk of loss and title to the Certificates held by such person shall pass pass, only upon proper delivery of the Certificates (or affidavits of loss in lieu of Certificates) to the Paying Exchange Agent, and shall be in a customary form and have such with other customary provisions as reasonably acceptable to both the Parent may reasonably specifyand the Company, and (B) instructions for exchanging the Certificates for (1) certificates representing shares of Parent Common Stock, and (2) cash in lieu of fractional shares. (ii) instructions for use in effecting the surrender of the Certificates in exchange for the Merger Consideration. Notwithstanding the foregoing, any holder of shares of Company Common Stock held in book-entry form shall not be required to deliver a Certificate or an executed letter of transmittal to receive the Merger Consideration pursuant Subject to Section 2.01(c) in respect thereof and shall2.2(f), upon receipt of an “agent’s message” in customary form at the Effective Time (or such other customary evidence, if any, as the Paying Agent may reasonably request) be deemed to have surrendered the Certificate with respect to such shares of Company Common Stock held in book-entry form. Upon surrender (or deemed surrender) of a Certificate for cancelation cancellation to the Paying Exchange Agent or to such other agent or agents as may be appointed by P▇▇▇▇▇, together with such letter of transmittal, duly completed and validly executed, as applicable, and such other documents as may reasonably be required by the Paying Agent, the holder of such that Certificate shall be entitled to receive in exchange therefor (A) a certificate representing that number of whole shares of Parent Common Stock that the holder is entitled to receive under this Article 2, (B) a check in the amount (after giving effect to any required tax withholding) of any cash equal to the Merger Consideration in lieu of fractional shares that such holder has the right to receive pursuant under the provisions of this Article 2, and (C) a check in the amount (after giving effect to any required tax withholding) of any distributions or dividends that such holder has the right to receive under the provisions of Section 2.01(c2.2(b), and the Certificate so surrendered shall forthwith immediately be canceled. No interest will be paid or accrued on any amount payable upon due surrender of the Certificates. (iii) In the event of a transfer of ownership of Company Common Stock Shares that is not registered in the stock transfer books records of the Company, payment 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 Merger Consideration Certificate and any other dividends or distributions in exchange therefor respect of those shares, may be made issued or paid to such a person transferee if the Certificate formerly representing such Company Shares is presented to the Exchange Agent, accompanied by all documents required to evidence and effect the transfer and to evidence that any applicable stock transfer taxes have been paid. If any certificate for shares of Parent Common Stock is to be issued in a name other than that in which the person in whose name the surrendered Certificate so surrendered is registered, if such Certificate it shall be properly endorsed or otherwise be in proper form for transfer, and a condition of such exchange that the person requesting such payment exchange shall pay any transfer or other taxes required by reason of the payment to issuance of certificates for shares of Parent Common Stock in a person name other than that of the registered holder of such Certificate the surrendered Certificate, or shall establish to the reasonable satisfaction of the Surviving Corporation Parent or the Exchange Agent that such tax has been paid or is not applicable. No interest . (iv) Until surrendered as contemplated by this Section 2.2(a), each Certificate shall be paid deemed for all purposes other than the payment of dividends or shall accrue on distributions at any time after the Effective Time to represent only the right to receive the certificate representing shares of Parent Common Stock and cash payable upon surrender in lieu of any Certificatefractional shares of Parent Common Stock, as contemplated by this Section 2.2(a). All shares of Parent Common Stock, together with any cash paid under Section 2.2(b) or Section 2.2(d) issued upon the surrender for or exchange of Certificates in accordance with the terms of this Agreement, shall be deemed to have been issued in full satisfaction of all rights pertaining to the Company Shares formerly represented by such Certificates, subject, however, to the Surviving Corporation's obligation to pay any dividends or make any other distributions with a record date prior to the Effective Time which may have been declared or made by the Company on such Company Shares which remain unpaid at the Effective Time.

Exchange Procedures. As soon as reasonably practicable after the Effective Time Promptly (and in any event within three (3five Business Days) Business Days following after the Closing DateEffective Time, the Surviving Corporation or Parent shall cause the Paying Agent to mail be mailed to each holder of record of a Certificate whose shares of Company Common Stock were converted into the right to receive the Merger Consideration pursuant to Section 2.01(c)Certificate, (i) a form of letter of transmittal (which shall include an accompanying IRS Form W-9 or the applicable IRS Form W-8, shall specify that delivery shall be effected effected, and risk of loss and title to the Company Certificates held by such person shall pass pass, only upon proper delivery of the Company Certificates to the Paying Agent, Exchange Agent and shall be in a customary form and have such other customary provisions as Parent may reasonably specifyform) and (ii) instructions for use in effecting the surrender of the Company Certificates in exchange for the Merger Consideration. Notwithstanding the foregoing, any holder of shares of Company Common Stock held in book-entry form shall not be required to deliver a Certificate or an executed letter of transmittal to receive the Merger Consideration pursuant to Section 2.01(c) in respect thereof and shall, upon receipt of an “agent’s message” in customary form at the Effective Time (or such other customary evidence, if any, as the Paying Agent may reasonably request) be deemed to have surrendered the Certificate with respect to such shares of Company Common Stock held in book-entry form. Upon surrender (or deemed surrender) of a Company Certificate for cancelation cancellation to the Paying Agent or to such other agent or agents as may be appointed by P▇▇▇▇▇Exchange Agent, together with such letter of transmittal, duly completed and validly executed, as applicable, executed in accordance with the instructions thereto and such other documents as may reasonably be required by the Paying Agentpursuant to such instructions, the holder of such Company Certificate shall be entitled to receive promptly in exchange therefor (A) a certificate representing the amount number of cash equal to the Merger Consideration whole shares of Parent Common Stock that such holder has the right to receive as part of the Merger Consideration, a (B) a certificate representing the number of whole Warrants that such holder has the right to receive as part of the Merger Consideration and (C) a check for cash in lieu of fractional shares of Parent Common Stock, fractional Warrants, any dividends or other distributions to which such holder is entitled pursuant to Section 2.01(c)1.7 and any other cash to which such holder is entitled, and the Company Certificate so surrendered shall forthwith be canceledcancelled. In Until so surrendered, each outstanding Company Certificate shall be deemed from and after the event Closing, for all corporate purposes, to evidence the right to receive upon such surrender a portion of a transfer the Merger Consideration. Any portion of ownership the shares of Parent Common Stock and cash deposited with the Exchange Agent pursuant to Section (b) above, which remains undistributed to the holders of the shares of Company Common Stock that is for 12 months after the Closing shall be delivered to Parent, upon demand, and any holders of shares of Company Common Stock who have not registered in the stock transfer books of the Company, theretofore complied with this Exhibit D shall thereafter be entitled to receive from Parent payment of the Merger Consideration and any cash in exchange therefor lieu of fractional shares, dividends or distributions with respect to Parent Common Stock to which such holders may be made to a person other than the person in whose name the Certificate so surrendered is registered, if such Certificate shall be properly endorsed or otherwise be in proper form for transfer, and the person requesting such payment shall pay any transfer or other taxes required by reason of the payment to a person other than the registered holder of such Certificate or establish to the satisfaction of the Surviving Corporation that such tax has been paid or is not applicable. No interest shall be paid or shall accrue on the cash payable upon surrender of any Certificatethen entitled.

Exchange Procedures. As soon as reasonably practicable Promptly after the Effective Time and in any event within three (3) Business Days following the Closing DateTime, the Surviving Corporation or Parent Exchange Agent shall cause the Paying Agent to mail to each holder of record of a Certificate whose or Certificates which immediately prior to the Effective Time represented outstanding shares of Company Common Stock were (other than certificates representing Company Stock Awards which shall be converted into the right to receive the Merger Consideration pursuant to shares of Parent Common Stock in accordance with Section 2.01(c), 1.8 hereto) (i) a form of letter of transmittal (which shall include an accompanying IRS Form W-9 or the applicable IRS Form W-8, shall specify that delivery shall be effected effected, and risk of loss and title to the Certificates held by such person shall pass pass, only upon proper delivery of the Certificates to the Paying Agent, Exchange Agent and shall be in a customary form and have such other customary provisions as Parent may reasonably specifysubject to the reasonable approval of the Company prior to the Effective Time) and (ii) instructions for its use in effecting the surrender of the Certificates in exchange for the Merger Consideration. Notwithstanding Consideration payable in respect of the foregoing, any holder of shares of Company Common Stock held in book-entry form shall not be required to deliver a Certificate or an executed letter of transmittal to receive the Merger Consideration pursuant to Section 2.01(c) in respect thereof and shall, upon receipt of an “agent’s message” in customary form at the Effective Time (or represented by such other customary evidence, if any, as the Paying Agent may reasonably request) be deemed to have surrendered the Certificate with respect to such shares of Company Common Stock held in book-entry formCertificates. Upon surrender (or deemed surrender) of a Certificate for cancelation cancellation to the Paying Exchange Agent or to such other agent or agents as may be appointed by P▇▇▇▇▇, together with such letter of transmittal, duly properly completed and validly duly executed, as applicable, and such other documents as may reasonably be required by the Paying Agentpursuant to such instructions, the holder of such Certificate shall be entitled to receive in exchange therefor (A) one or more shares of Parent Common Stock (which shall be in uncertificated book-entry form unless a physical certificate is requested) representing, in the amount aggregate, the whole number of cash equal to the Merger Consideration shares of Parent Common Stock, if any, that such holder has the right to receive pursuant to Section 2.01(c1.7 (after taking into account all shares of Company Common Stock previously represented by all Certificates then held by such holder) and (B) a check in the amount equal to the cash portion of the Merger Consideration, if any, that such holder has the right to receive pursuant to Section 1.7 and this Article 2, including cash payable in lieu of any fractional shares of Parent Common Stock pursuant to Section 2.1(e) and dividends and other distributions pursuant to Section 2.1(c). No interest shall be paid or accrued on any Merger Consideration, cash in lieu of fractional shares or on any unpaid dividends and the Certificate so surrendered shall forthwith be canceleddistributions payable to holders of Certificates. In the event of a transfer of ownership of shares of Company Common Stock that which is not registered in the stock transfer books records of the Company, payment the Merger Consideration payable in respect of such shares of Company Common Stock may be paid to a transferee if the Certificate representing such shares of Company Common Stock is presented to the Exchange Agent, accompanied by all documents required to evidence and effect such transfer and the Person requesting such exchange shall pay to the Exchange Agent in advance any transfer or other Taxes required by reason of the delivery of the Merger Consideration in exchange therefor may be made to a person any name other than the person in whose name the Certificate so surrendered is registered, if such Certificate shall be properly endorsed or otherwise be in proper form for transfer, and the person requesting such payment shall pay any transfer or other taxes required by reason that of the payment to a person other than the registered holder of such the Certificate surrendered, or required for any other reason, or shall establish to the satisfaction of the Surviving Corporation Exchange Agent that such tax Tax has been paid or is not applicablepayable. No interest Until surrendered as contemplated by this Section 2.1, each Certificate shall be paid or shall accrue on deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration payable in respect of the shares of Company Common Stock represented by such Certificate, cash payable upon surrender in lieu of any Certificatefractional shares of Parent Common Stock to which such holder is entitled pursuant to Section 2.1(e) and any dividends or other distributions to which such holder is entitled pursuant to Section 2.1(c).