Common use of Exchange Procedures Clause in Contracts

Exchange Procedures. As soon as practicable after the Effective Time, the Payment Agent shall mail to each holder of record of a Certificate or Certificates, (i) a letter of transmittal in customary form (which shall specify that delivery shall be effected, and risk of loss and title to the Certificate shall pass, only upon delivery of the Certificate to the Payment Agent, and shall be in such form and have such other customary provisions as Parent may reasonably specify) and (ii) instructions for effecting the surrender of the Certificate in exchange for the Merger Consideration. Upon surrender of a Certificate for cancellation to the Payment Agent, together with a letter of transmittal, duly executed and completed in accordance with the instructions thereto, Parent shall cause to be delivered to the person in whose name such Certificate shall have been issued, or to such person as such person shall direct in writing in the letter of transmittal, a check or wire transfer representing the amount of cash which such holder has the right to receive in respect of the Certificate surrendered pursuant to the provisions of Section 3.1 of this Agreement, after giving effect to any required withholding tax, and the shares represented by such Certificate shall be forthwith cancelled. No interest will be paid or accrued on the Merger Consideration. In the event of a transfer of ownership of shares of Company Common Stock that is not registered on the transfer records of the Company, the Merger Consideration to be paid to such holder of Company Common Stock pursuant to Section 3.1 of this Agreement may be paid to such transferee if the Certificate representing such Company Common Stock is presented to the Payment Agent accompanied by all documents required to evidence and effect such transfer and to evidence that any applicable transfer or other Taxes have been paid or, alternatively, payments of such Taxes to the Payment Agent. 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 surrender the Merger Consideration, as provided in this Article III. If any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person claiming the Certificate to be lost, stolen or destroyed and, if required by Parent, the posting by the Person of a bond in such reasonable amount as Parent may direct as indemnity against any claim that may be made against it with respect to the Certificate, the Payment Agent will issue for the lost, stolen or destroyed Certificate, the Merger Consideration, with respect to the shares of Company Common Stock formerly represented by such Certificate as provided in this Article III.

Exchange Procedures. As soon as reasonably practicable after the Effective Time, the Payment Exchange Agent shall mail to each holder of record of a Certificate certificate or certificates (the "Certificates") that immediately prior to the Effective Time represented outstanding shares of Company Common Stock whose shares were converted into the right to receive Merger Consideration pursuant to Section 2.01(c), (i) a letter of transmittal in customary form (which shall specify that delivery shall be effected, and risk of loss and title to the Certificate Certificates shall pass, only upon delivery of the Certificate Certificates to the Payment Agent, Exchange Agent and shall be in such form and have such other customary provisions as Parent may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificate Certificates in exchange for the Merger Consideration. Upon surrender of a Certificate for cancellation cancelation to the Payment AgentExchange Agent or to such other agent or agents as may be appointed by Parent, together with a such letter of transmittal, duly executed executed, and completed such other documents as may reasonably be required by the Exchange Agent, the holder of such Certificate shall be entitled to receive in accordance with exchange therefor the instructions theretoamount of cash, if any, and the number of whole shares of Parent shall cause to be delivered to Common Stock, if any, which the person in whose name aggregate number of shares of Company Common Stock previously represented by such Certificate shall have been issued, or converted pursuant to such person as such person shall direct in writing in the letter of transmittal, a check or wire transfer representing the amount of cash which such holder has Section 2.01(c) into the right to receive in respect of the Certificate surrendered pursuant to the provisions of Section 3.1 of this Agreement, after giving effect to any required withholding taxreceive, and the shares represented by such Certificate so surrendered shall forthwith be forthwith cancelled. No interest will be paid or accrued on the Merger Considerationcanceled. In the event of a transfer of ownership of shares of Company Common Stock that is not registered on in the transfer records of the Company, the Merger Consideration to be paid to such holder of Company Common Stock pursuant to Section 3.1 of this Agreement payment may be paid made to such transferee if a person other than the person in whose name the Certificate representing so surrendered is registered, if such Company Common Stock is presented to the Payment Agent accompanied by all documents required to evidence and effect such Certificate shall be properly endorsed or otherwise be in proper form for transfer and to evidence that the person requesting such payment shall pay any applicable transfer or other Taxes have taxes required by reason of the payment to a person other than the registered holder of such Certificate or establish to the satisfaction of Parent that such tax has been paid or, alternatively, payments of such Taxes to the Payment Agentor is not applicable. Until surrendered as contemplated by this Section 3.22.02, each Certificate shall be deemed, deemed at any time after the Effective Time, Time to represent only the right to receive upon such surrender the Merger Consideration, as provided in this Article III. If any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person claiming the Certificate to be lost, stolen or destroyed and, if required by Parent, the posting by the Person of a bond in such reasonable amount as Parent may direct as indemnity against any claim that may be made against it with respect to the Certificate, the Payment Agent will issue for the lost, stolen or destroyed Certificate, the Merger Consideration, with respect to Consideration into which the shares of Company Common Stock formerly theretofore represented by such Certificate as provided in this Article IIIhave been converted pursuant to Section 2.01(c). No interest shall be paid or accrue on any cash payable upon surrender of any Certificate.

Exchange Procedures. As soon as reasonably practicable after the Effective Time, the Payment Exchange Agent shall mail to each holder of record of a Certificate certificate or certificates (the "Certificates") that immediately prior to the Effective Time represented outstanding shares of Company Common Stock whose shares were converted into the right to receive Merger Consideration pursuant to Section 2.01, (i) a letter of transmittal in customary form (which shall specify that delivery shall be effected, and risk of loss and title to the Certificate Certificates shall pass, only upon delivery of the Certificate Certificates to the Payment Agent, Exchange Agent and shall be in such form and have such other customary provisions as Parent may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificate Certificates in exchange for the Merger Consideration. Upon surrender of a Certificate for cancellation cancelation to the Payment AgentExchange Agent or to such other agent or agents as may be appointed by Parent and reasonably acceptable to the Company, together with a such letter of transmittal, duly executed executed, and completed in accordance with such other documents as may reasonably be required by the instructions theretoExchange Agent, Parent shall cause to be delivered to the person in whose name holder of such Certificate shall have been issued, or be entitled to such person as such person shall direct receive in writing exchange therefor a certificate representing that number of whole shares of Parent Common Stock (together with cash in the letter lieu of transmittal, a check or wire transfer representing the amount of cash which fractional shares) that such holder has the right to receive in respect of the Certificate surrendered pursuant to the provisions of Section 3.1 of this Agreement, after giving effect to any required withholding taxArticle II, and the shares represented by such Certificate so surrendered shall forthwith be forthwith cancelled. No interest will be paid or accrued on the Merger Considerationcanceled. In the event of a transfer of ownership of shares of Company Common Stock that is not registered on in the transfer records of the Company, a certificate representing the Merger Consideration to be paid to such holder appropriate number of Company shares of Parent Common Stock pursuant to Section 3.1 of this Agreement may be paid issued to such transferee if a person other than the person in whose name the Certificate representing so surrendered is registered, if such Company Common Stock is presented to Certificate shall be properly endorsed or otherwise be in proper form for transfer and the Payment Agent accompanied person requesting such payment shall pay any transfer or other taxes required by all documents required to evidence and effect such transfer and by reason of the issuance of shares of Parent Common Stock to evidence a person other than the registered holder of such Certificate or establish to the satisfaction of Parent that any applicable transfer or other Taxes have such tax has been paid or, alternatively, payments of such Taxes to the Payment Agentor is not applicable. Until surrendered as contemplated by this Section 3.22.02, each Certificate shall be deemed, deemed at any time after the Effective Time, Time to represent only the right to receive upon such surrender the Merger Consideration, Consideration as provided in contemplated by this Article IIISection 2.02. If No interest shall be paid or accrue on any Certificate cash payable upon surrender of any Certificate. The Exchange Agent shall have been lost, stolen not be entitled to vote or destroyed, upon the making exercise any rights of an affidavit of that fact by the Person claiming the Certificate to be lost, stolen or destroyed and, if required by Parent, the posting by the Person of a bond in such reasonable amount as Parent may direct as indemnity against any claim that may be made against it ownership with respect to the CertificateParent Common Stock held by it from time to time hereunder, the Payment Agent will issue except that it shall receive and hold all dividends or other distributions paid or distributed with respect thereto for the lost, stolen or destroyed Certificate, the Merger Consideration, with respect to the shares account of Company Common Stock formerly represented by such Certificate as provided in this Article IIIpersons entitled thereto.

Exchange Procedures. As soon as reasonably practicable after the Effective Time, the Payment Exchange Agent shall mail to each holder of record of a Certificate certificate or certificates which immediately prior to the Effective Time represented outstanding shares of ▇▇▇▇▇▇▇▇.▇▇▇ Common Stock (the "Certificates") whose shares were converted into shares of Phone Common Stock pursuant to Section 2.1 hereof, (i) a letter of transmittal in customary form (which shall specify that delivery shall be effected, and risk of loss and title to the Certificate Certificates shall pass, only upon delivery of the Certificate Certificates to the Payment Agent, Exchange Agent and shall be in such form and have such other customary provisions as Parent Phone may reasonably specify) ), and (ii) instructions for use in effecting the surrender of the Certificate Certificates in exchange for the Merger Considerationcertificates representing shares of Phone Common Stock. Upon surrender of a Certificate for cancellation to the Payment AgentExchange Agent or to such other agent or agents as may be appointed by Phone, together with a such letter of transmittal, duly executed executed, and completed in accordance with such other documents as may reasonably be required by the instructions theretoExchange Agent, Parent shall cause to be delivered to the person in whose name holder of such Certificate shall have been issued, or be entitled to such person as such person shall direct receive in writing in the letter exchange therefor a certificate representing that number of transmittal, a check or wire transfer representing the amount whole shares of cash Phone Common Stock which such holder has the right to receive in respect of the Certificate surrendered pursuant to the provisions of Section 3.1 of this Agreement, after giving effect to any required withholding taxArticle 2, and the shares represented by such Certificate so surrendered shall forthwith be forthwith cancelled. No interest will be paid or accrued on the Merger Considerationcanceled. In the event of a transfer of ownership of shares of Company ▇▇▇▇▇▇▇▇.▇▇▇ Common Stock that which is not registered on in the transfer records of ▇▇▇▇▇▇▇▇.▇▇▇, a certificate representing the Company, the Merger Consideration to be paid to such holder proper number of Company shares of Phone Common Stock pursuant to Section 3.1 of this Agreement may be paid issued to such transferee if a person other than the person in whose name the Certificate representing so surrendered is registered, if such Company Common Stock is presented to the Payment Agent accompanied by all documents required to evidence and effect such Certificate shall be properly endorsed or otherwise be in proper form for transfer and to evidence that the person requesting such issuance shall pay any applicable transfer or other Taxes have taxes required by reason of the issuance of shares of Phone Common Stock to a person other than the registered holder of such Certificate or establish to the satisfaction of Phone that such tax has been paid or, alternatively, payments of such Taxes to the Payment Agentor is not applicable. Until surrendered as contemplated by this Section 3.2, each Certificate No interest shall be deemed, at paid or shall accrue on any time after the Effective Time, to represent only the right to receive upon surrender the Merger Consideration, as provided cash payable in this Article III. If lieu of any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person claiming the Certificate to be lost, stolen or destroyed and, if required by Parent, the posting by the Person of a bond in such reasonable amount as Parent may direct as indemnity against any claim that may be made against it with respect to the Certificate, the Payment Agent will issue for the lost, stolen or destroyed Certificate, the Merger Consideration, with respect to the fractional shares of Company Phone Common Stock formerly represented by such Certificate as provided in this Article IIIStock.

Exchange Procedures. As soon as practicable Promptly after the Effective Time, but in no event more than three (3) Business Days thereafter, the Payment Surviving Corporation shall cause the Paying Agent shall to mail to each record holder of record of a Certificate or Certificates, Certificates that immediately prior to the Effective Time represented Company Shares (i) a notice of the effectiveness of the Merger, (ii) a form letter of transmittal in customary form (which shall specify that delivery shall be effected, and risk of loss and title to the Certificate Certificates shall pass, only upon proper delivery of the Certificate Certificates to the Payment Paying Agent, and which shall be in such a form and have contain such other customary provisions as Parent and the Company may reasonably specify) determine necessary, and (iiiii) instructions for effecting the surrender of the Certificate use in exchange for surrendering such Certificates and receiving the Merger ConsiderationConsideration in respect thereof to which such holder is entitled under this Agreement. Upon surrender to the Paying Agent of a Certificate for cancellation to the Payment AgentCertificate, together with a such letter of transmittal, transmittal duly executed and completed in accordance with the instructions thereto, Parent shall cause to be delivered to the person in whose name holder of such Certificate shall have been issued, or to such person as such person shall direct in writing in the letter of transmittal, a check or wire transfer representing the amount of cash which such holder has the right be entitled to receive in respect exchange therefor, in the case of the Certificate surrendered pursuant Company Shares, cash in an amount equal to the provisions product of Section 3.1 (i) the number of this Agreement, after giving effect to any required withholding tax, and the shares Company Shares formerly represented by such Certificate shall and (ii) the Merger Consideration, to be forthwith cancelledmailed within ten (10) Business Days of receipt of such Certificate. No interest or dividends will be paid or accrued on the Merger Consideration. In If the event Merger Consideration is to be delivered in the name of a transfer of ownership of shares of Company Common Stock that person other than the person in whose name the Certificate surrendered is not registered on in the stock transfer records of the Company, it shall be a condition of such delivery that the Merger Consideration Certificate so surrendered shall be properly endorsed or otherwise in proper form for transfer and that the person requesting such delivery shall pay any transfer or other taxes required by reason of such delivery to a person other than the registered holder of the Certificate, or that such person shall establish to the reasonable satisfaction of the Surviving Corporation that such tax has been paid or is not applicable. Until surrendered in accordance with the provisions of this Section 3.10(b), each Certificate (other than Certificates representing Dissenting Shares or Company Shares to be paid to such holder of Company Common Stock canceled pursuant to Section 3.1 of this Agreement may be paid to such transferee if the Certificate representing such Company Common Stock is presented to the Payment Agent accompanied by 3.6(b)) shall represent, for all documents required to evidence and effect such transfer and to evidence that any applicable transfer or other Taxes have been paid orpurposes, alternatively, payments of such Taxes to the Payment Agent. 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 surrender an amount in cash equal to the Merger Consideration, as provided in this Article III. If any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact Consideration multiplied by the Person claiming the Certificate to be lost, stolen or destroyed and, if required by Parent, the posting by the Person of a bond in such reasonable amount as Parent may direct as indemnity against any claim that may be made against it with respect to the Certificate, the Payment Agent will issue for the lost, stolen or destroyed Certificate, the Merger Consideration, with respect to the shares number of Company Common Stock Shares formerly represented evidenced by such Certificate without any interest or dividends thereon. The Payment Fund shall be used as provided in this Article IIIherein and shall not be used for any other purpose.

Exchange Procedures. As soon as reasonably practicable after the Effective Time, Parent shall cause the Payment Paying Agent shall to mail to each holder of record of a Certificate or Certificates, (i) a form of letter of transmittal in customary form (which shall specify that delivery shall be effected, and risk of loss and title to the Certificate Certificates shall pass, only upon proper delivery of the Certificate Certificates to the Payment Agent, Paying Agent and which shall be in such customary form and have such other customary provisions as Parent may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificate Certificates in exchange for the Merger Consideration. Upon surrender Each holder of record of a Certificate for cancellation shall, upon surrender to the Payment AgentPaying Agent of such Certificate, together with a such letter of transmittal, duly executed executed, and completed such other documents as may reasonably be required by the Paying Agent, be entitled to receive in accordance with exchange therefor the instructions thereto, Parent shall cause to be delivered to amount of cash which the person in whose name number of shares of Company Common Stock previously represented by such Certificate shall have been issued, or to such person as such person shall direct in writing in the letter of transmittal, a check or wire transfer representing the amount of cash which such holder has converted into the right to receive in respect of the Certificate surrendered pursuant to the provisions of Section 3.1 of this Agreement, after giving effect to any required withholding tax2.01(c), and the shares represented by such Certificate so surrendered shall forthwith be forthwith cancelled. No interest will be paid or accrued on the Merger Considerationcanceled. In the event of a transfer of ownership of shares of Company Common Stock that which is not registered on in the transfer records of the Company, payment of the Merger Consideration 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 of the Merger Consideration to be paid to such a person other than the registered holder of Company Common Stock pursuant to Section 3.1 of this Agreement may be paid to such transferee if the Certificate representing such Company Common Stock is presented or establish to the Payment Agent accompanied by all documents required to evidence and effect reasonable satisfaction of Parent that such transfer and to evidence that any applicable transfer or other Taxes have tax has been paid or, alternatively, payments of such Taxes to the Payment Agentor is not applicable. Until surrendered as contemplated by this Section 3.22.02(b), each Certificate shall be deemed, deemed at any time after the Effective Time, Time to represent only the right to receive upon such surrender the Merger Consideration, as provided Consideration which the holder thereof has the right to receive in respect of such Certificate pursuant to this Article IIIII. If No interest shall be paid or will accrue on any Certificate shall have been lost, stolen or destroyed, upon the making cash payable to holders of an affidavit of that fact by the Person claiming the Certificate to be lost, stolen or destroyed and, if required by Parent, the posting by the Person of a bond in such reasonable amount as Parent may direct as indemnity against any claim that may be made against it with respect Certificates pursuant to the Certificate, the Payment Agent will issue for the lost, stolen or destroyed Certificate, the Merger Consideration, with respect to the shares provisions of Company Common Stock formerly represented by such Certificate as provided in this Article IIIII.

Exchange Procedures. As soon as reasonably practicable after the Effective Time, the Payment Surviving Corporation shall cause the Exchange Agent shall to mail (or, in the case of any holder that appears at the applicable office of the Exchange Agent and so requests, to provide) to each holder of record of a Certificate or Certificates, (ia) a letter of transmittal in customary form (which shall specify that delivery shall be effected, and risk of loss and title to the Certificate Certificates shall pass, only upon delivery of the Certificate Certificates to the Payment Exchange Agent, and which letter shall be in such customary form and have such other customary provisions as the Parent may reasonably specify) specify and (iib) instructions for effecting the surrender of the Certificate such Certificates in exchange for the Merger Consideration. Upon surrender of a Certificate for cancellation to the Payment Agent, Exchange Agent together with a such letter of transmittal, duly executed and completed in accordance with the instructions thereto, Parent shall cause to and such other documents as may reasonably be delivered to required by the person in whose name Exchange Agent, the holder of such Certificate shall have been issued, or to such person as such person shall direct in writing in the letter of transmittal, a check or wire transfer representing the amount of cash which such holder has the right be entitled to receive in respect exchange therefor a check (or, in the case of any holder that so requests, provides wire transfer instructions and offers to pay any reasonable cost of a wire transfer of immediately available funds) in the Certificate surrendered pursuant aggregate amount equal to the provisions Merger Consideration multiplied by the number of Section 3.1 shares of this Agreement, after giving effect to any required withholding tax, and the shares Company Common Stock formerly represented by such Certificate shall be forthwith cancelledless any required withholding of Taxes as provided in Section 3.8. No interest will be paid or accrued will accrue on any cash payable pursuant to the Merger Considerationpreceding sentence. In the event of a transfer of ownership of shares of Company Common Stock that which is not registered on in the transfer records of the Company, a check in the proper amount of cash for the appropriate Merger Consideration to may be paid with respect to such holder of Company Common Stock pursuant to Section 3.1 of this Agreement may be paid to such a transferee if the Certificate formerly representing such shares of Company Common Stock is presented to the Payment Agent Exchange Agent, accompanied by all documents required to evidence and effect such transfer and to evidence that any applicable stock transfer or other Taxes have been paid or, alternatively, payments of such Taxes to the Payment Agentor are not payable. Until surrendered The Exchange Fund shall not be used for any purpose other than 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 surrender the Merger Consideration, as provided in this Article III. If any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person claiming the Certificate to be lost, stolen or destroyed and, if required by Parent, the posting by the Person of a bond in such reasonable amount as Parent may direct as indemnity against any claim that may be made against it with respect to the Certificate, the Payment Agent will issue for the lost, stolen or destroyed Certificate, the Merger Consideration, with respect to the shares of Company Common Stock formerly represented by such Certificate as provided set forth in this Article III.

Exchange Procedures. As soon as practicable Promptly after the Effective Time, the Payment Offerors shall cause the Paying Agent shall to mail to each holder of record (other than the Offerors) of a Certificate certificate or certificates that immediately prior to the Effective Time represented shares of Common Stock (the "Certificates"), (i) a letter of transmittal in customary form (which shall specify that delivery shall be effected, and risk of loss and title to the Certificate Certificates shall pass, only upon delivery of the Certificate Certificates to the Payment Agent, Paying Agent and shall be in such a form and have such other customary provisions as Parent the Offerors may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificate Certificates in exchange for the Merger Consideration. Upon surrender of a Certificate for cancellation to the Payment AgentPaying Agent or to such other agent or agents as may be appointed by the Offerors, together with a such letter of transmittal, duly executed executed, and completed such other documents as may reasonably be required by the Paying Agent, the holder of such Certificate shall be entitled to receive in accordance with exchange therefor, and the instructions theretoPaying Agent shall pay, Parent the Merger Consideration for each share of Common Stock formerly evidenced by such Certificate, and such Certificate shall cause thereupon be canceled. If payment of the Merger Consideration is to be delivered made to a person other than the person in whose name such the surrendered Certificate shall have been issued, or to such person as such person shall direct in writing in the letter of transmittal, a check or wire transfer representing the amount of cash which such holder has the right to receive in respect of the Certificate surrendered pursuant to the provisions of Section 3.1 of this Agreement, after giving effect to any required withholding tax, and the shares represented by such Certificate shall be forthwith cancelled. No interest will be paid or accrued on the Merger Consideration. In the event of a transfer of ownership of shares of Company Common Stock that is not registered on the stock transfer records books of the Company, it shall be a condition of payment to the holder of a Certificate that it be endorsed properly or otherwise be in proper form for transfer and that the person requesting such payment shall have paid all transfer and other taxes required by reason of the payment of the Merger Consideration to be paid to such a person other than the registered holder of Company Common Stock pursuant to Section 3.1 of this Agreement may be paid to such transferee if the Certificate representing such Company Common Stock is presented thereof or shall have established to the Payment Agent accompanied by all documents required to evidence and effect satisfaction of the Surviving Corporation that such transfer and to evidence that any applicable transfer or other Taxes have been paid or, alternatively, payments of such Taxes to the Payment Agenttaxes are not applicable. Until surrendered as contemplated by this Section 3.23.02, each Certificate shall be deemed, deemed at any time after the Effective Time, Time to represent only the right to receive upon such surrender the Merger Consideration, as provided in this Article III. If any Consideration into which the shares theretofore represented by such Certificate shall have been lost, stolen converted pursuant to Section 3.01(a). No interest will be paid or destroyed, will accrue on the cash payable upon the making surrender of an affidavit of that fact by the Person claiming the Certificate to be lost, stolen or destroyed and, if required by Parent, the posting by the Person of a bond in such reasonable amount as Parent may direct as indemnity against any claim that may be made against it with respect to the Certificate, the Payment Agent will issue for the lost, stolen or destroyed Certificate, the Merger Consideration, with respect to the shares of Company Common Stock formerly represented by such Certificate as provided in this Article III.

Exchange Procedures. As soon as reasonably practicable after the Effective Time, the Payment Exchange Agent shall mail distribute to each former holder of record of a Certificate or Certificates, (i) a letter of transmittal in customary form (which shall specify that delivery shall be effected, and risk of loss and title to the Certificate shall pass, only upon delivery of the Certificate to the Payment Agent, and shall be in such form and have such other customary provisions as Parent may reasonably specify) and (ii) instructions for effecting the surrender of the Certificate in exchange for the Merger Consideration. Upon surrender of a Certificate for cancellation to the Payment Agent, together with a letter of transmittal, duly executed and completed in accordance with the instructions thereto, Parent shall cause to be delivered to the person in whose name such Certificate shall have been issued, or to such person as such person shall direct in writing in the letter of transmittal, a check or wire transfer representing the amount of cash which such holder has the right to receive in respect of the Certificate surrendered pursuant to the provisions of Section 3.1 of this Agreement, after giving effect to any required withholding tax, and the shares represented by such Certificate shall be forthwith cancelled. No interest will be paid or accrued on the Merger Consideration. In the event of a transfer of ownership of shares of Company Common Stock that Stock, upon surrender to the Exchange Agent for cancelation of one or more Certificates, the Merger Consideration. If the Merger Consideration is not registered on to be paid to a Person other than the transfer records Person in whose name the surrendered Certificate or Certificates are registered, it shall be a condition of payment of the CompanyMerger Consideration that the surrendered Certificate or Certificates shall be properly endorsed, with signatures guaranteed, or otherwise in proper form for transfer and that the Person requesting such payment shall pay any transfer or other Taxes required by reason of the payment of the Merger Consideration to be paid to such a Person other than the registered holder of Company Common Stock pursuant to Section 3.1 of this Agreement may be paid to the surrendered Certificate or Certificates or such transferee if the Certificate representing such Company Common Stock is presented Person shall establish to the Payment Agent accompanied by all documents required to evidence and effect satisfaction of Parent that such transfer and to evidence that any applicable transfer or other Taxes have Tax has been paid or, alternatively, payments of such Taxes to the Payment Agentor is not applicable. Until surrendered as contemplated by this Section 3.24.2(c), each Certificate shall be deemed, at any time deemed from and after the Effective Time, Time to represent only the right to receive upon such surrender the Per Share Merger Consideration, as provided in this Article IIIConsideration for each share of Company Common Stock evidenced by such Certificate. If In no event shall the holder of any such surrendered Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person claiming the Certificate be entitled to receive interest on any cash to be lost, stolen or destroyed and, if required by Parent, received in the posting by Merger. Neither the Person Exchange Agent nor any party hereto shall be liable to a holder of a bond in such reasonable amount as Parent may direct as indemnity against any claim that may be made against it with respect to the Certificate, the Payment Agent will issue for the lost, stolen or destroyed Certificate, the Merger Consideration, with respect to the shares of Company Common Stock formerly represented by for any amount paid to a public official or Governmental Authority pursuant to any applicable abandoned property, escheat, or similar Law. If any Certificate has not been surrendered prior to the date which is five years after the Effective Time (or immediately prior to such earlier date on which Merger Consideration in respect of such Certificate as provided would otherwise escheat to or become the property of any Governmental Authority), any such cash in this Article IIIrespect of such Certificate shall, to the extent permitted by applicable Law, become the property of the Surviving Corporation, free and clear of all claims or interest of any Person previously entitled thereto.

Exchange Procedures. As soon as reasonably practicable after the Effective TimeTime and in any event within five Business Days following the Closing Date, the Payment Surviving Corporation or Parent shall cause the Paying Agent shall to mail to each holder of record of a Certificate or Certificateswhose 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 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 Certificate Certificates held by such person shall pass, pass only upon proper delivery of the Certificate Certificates to the Payment Paying Agent, and shall be in such a form and have such other provisions (including customary provisions regarding delivery of an “agent’s message” with respect to shares held in book-entry form) as Parent may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificate Certificates in exchange for the Merger Consideration. Upon surrender of a Certificate for cancellation cancelation to the Payment AgentPaying Agent or to such other agent or agents as may be appointed by Parent, together with a such letter of transmittal, duly executed completed and completed in accordance with validly executed, and such other documents as may reasonably be required by the instructions theretoPaying Agent, Parent shall cause to be delivered to the person in whose name holder of such Certificate shall have been issued, or be entitled to such person as such person shall direct receive in writing in the letter of transmittal, a check or wire transfer representing exchange therefor the amount of cash which equal to the Merger Consideration that such holder has the right to receive in respect of the Certificate surrendered pursuant to the provisions of Section 3.1 of this Agreement, after giving effect to any required withholding tax2.01(c), and the shares represented by such Certificate so surrendered shall forthwith be forthwith cancelled. No interest will be paid or accrued on the Merger Considerationcanceled. In the event of a transfer of ownership of shares of Company Common Stock that is not registered on in the stock transfer records books of the Company, payment of the Merger Consideration to be paid to such holder of Company Common Stock pursuant to Section 3.1 of this Agreement in exchange therefor may be paid made to such transferee if a person other than the person in whose name the Certificate representing so surrendered is registered, if such Company Common Stock is presented to Certificate shall be properly endorsed or otherwise be in proper form for transfer, and the Payment Agent accompanied by all documents required to evidence and effect person requesting such transfer and to evidence that payment shall pay any applicable transfer or other Taxes have 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, alternatively, payments of such Taxes to the Payment Agentor is not applicable. Until surrendered as contemplated by this Section 3.2, each Certificate No interest shall be deemed, at any time after paid or shall accrue on the Effective Time, to represent only the right to receive cash payable upon surrender the Merger Consideration, as provided in this Article III. If of any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person claiming the Certificate to be lost, stolen or destroyed and, if required by Parent, the posting by the Person of a bond in such reasonable amount as Parent may direct as indemnity against any claim that may be made against it with respect to the Certificate, the Payment Agent will issue for the lost, stolen or destroyed Certificate, the Merger Consideration, with respect to the shares of Company Common Stock formerly represented by such Certificate as provided in this Article III.

Exchange Procedures. As soon as reasonably practicable after the Effective Time, the Payment Exchange Agent shall mail to each holder of record of a Certificate or Certificates, (i) a letter of transmittal in customary form (which shall specify that delivery shall be effected, and risk of loss and title to the Certificate such Certificates shall pass, only upon delivery of the Certificate such Certificates to the Payment Agent, Exchange Agent and shall be in such form and have such other customary provisions as Parent Crane and the Company may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificate such Certificates in exchange for the applicable Merger Consideration. Upon surrender of such a Certificate for cancellation to the Payment AgentExchange Agent or to such other agent or agents as may be appointed by Crane, together with a such letter of transmittal, duly executed executed, and completed in accordance with such other documents as may reasonably be required by the instructions theretoExchange Agent, Parent shall cause to be delivered to the person in whose name holder of such Certificate shall have been issued, or be entitled to such person as such person shall direct in writing in the letter of transmittal, a check or wire transfer representing the amount of receive cash which such holder has the right to receive in respect of the Certificate surrendered pursuant to the provisions of Section 3.1 of this Agreement, after giving effect to any required withholding taxArticle II, and the shares represented by such Certificate so surrendered shall forthwith be forthwith cancelled. No interest will be paid or accrued on the Merger Considerationcanceled. In the event of a transfer of ownership of shares of Company Common Stock that is not registered on in the transfer records of the Company, the Merger Consideration to be paid to such holder of Company Common Stock pursuant to Section 3.1 of this Agreement cash may be paid to such transferee if a person other than the person in whose name the Certificate representing so surrendered is registered, if such Company Common Stock is presented to the Payment Agent accompanied by all documents required to evidence and effect such transfer and to evidence that any applicable transfer Certificate shall be properly endorsed or other Taxes have been paid or, alternatively, payments of such Taxes to the Payment Agentotherwise be in proper form for transfer. Until surrendered as contemplated by this Section 3.22.02(b), each Certificate shall be deemed, deemed at any time after the Effective Time, Time to represent only the right to receive upon such surrender the Merger Consideration, as provided Consideration which the holder thereof has the right to receive in respect of such Certificate pursuant to the other provisions of this Article IIIII. If any Certificate shall have been lost, stolen No interest will be paid or destroyed, upon the making will accrue on cash payable to holders of an affidavit of that fact by the Person claiming the Certificate to be lost, stolen or destroyed and, if required by Parent, the posting by the Person of a bond in such reasonable amount as Parent may direct as indemnity against any claim that may be made against it with respect Certificates pursuant to the Certificate, the Payment Agent will issue for the lost, stolen or destroyed Certificate, the Merger Consideration, with respect to the shares provisions of Company Common Stock formerly represented by such Certificate as provided in this Article IIIII. Crane shall pay the charges and expenses of the Exchange Agent.

Exchange Procedures. As soon as practicable Promptly after the Effective Time, the Payment Agent Surviving Corporation shall mail cause to be mailed to each holder of record of a Certificate 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 pursuant to Section 1.6, (i) a letter of transmittal in customary form (which shall specify that delivery shall be effected, and risk of loss and title to the Certificate Certificates shall pass, only upon delivery receipt of the Certificate to Certificates by the Payment Paying Agent, and shall be in such form and have such other customary provisions as Parent may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificate Certificates in exchange for the Merger Consideration. Upon surrender of a Certificate for cancellation to the Payment AgentPaying Agent or to such other agent or agents as may be appointed by Parent, together with a such letter of transmittal, duly completed and validly executed and completed in accordance with the instructions thereto, Parent shall cause to and such other documents as may be delivered to reasonably required by the person in whose name such Certificate shall have been issuedPaying Agent, or to such person as such person shall direct in writing in the letter holder of transmittal, a check or wire transfer representing the amount of cash which such holder has the right to receive in respect of the Certificate surrendered pursuant to the provisions of Section 3.1 of this Agreement, after giving effect to any required withholding tax, and the shares represented by such Certificate shall be forthwith cancelled. No interest will be paid or accrued on entitled to receive in exchange therefor the Merger Consideration, and the Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of shares of Company Common Stock that is not registered on in the transfer records of the Company, the Merger Consideration to be paid to such holder of Company Common Stock pursuant to Section 3.1 of this Agreement payment may be paid made to such transferee if a Person other than the Person in whose name the Certificate representing so surrendered is registered, if (i) such Company Common Stock is presented to the Payment Agent accompanied by all documents required to evidence and effect such transfer and to evidence that any applicable transfer or other Taxes have been paid or, alternatively, payments of such Taxes to the Payment Agent. Until surrendered as contemplated by this Section 3.2, each Certificate shall be deemedproperly endorsed or otherwise be in proper form for transfer, at any time after the Effective Time, to represent only the right to receive upon surrender the Merger Consideration, as provided in this Article III. If any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by (ii) the Person claiming the Certificate to be lost, stolen or destroyed and, if required by Parent, the posting by the Person of requesting such payment has posted a bond in such reasonable amount as Parent or the Paying Agent may direct as indemnity against any claim that may be made against it them with respect to such Certificate (which requirement may be waived by Parent, in its sole discretion, upon receipt of an opinion of counsel in form and substance satisfactory to Parent) and (iii) the Certificate, Person requesting such payment shall pay any transfer or other taxes required by reason of the Payment Agent will issue for payment to a Person other than the lost, stolen registered holder of such Certificate or destroyed Certificate, the Merger Consideration, with respect establish to the satisfaction of Parent that such tax has been paid or is not applicable. Until surrendered pursuant to this Section 1.8(c), each outstanding Certificate that, prior to the Effective Time, represented shares of Company Common Stock formerly represented (other than Certificates representing Dissenting Shares) will be deemed from and after the Effective Time, for all corporate purposes, to represent only the right to receive upon such surrender the Merger Consideration. Notwithstanding any other provision of this Agreement, no interest will be paid or will accrue on the cash payable in respect of the Merger Consideration upon the surrender of any Certificate. Parent or the Paying Agent shall be entitled to deduct and withhold from the consideration otherwise payable pursuant to this Agreement such amounts as Parent or the Paying Agent is required to deduct and withhold with respect to the making of such payment under the Internal Revenue Code or under any provisions of state, local or foreign tax Law. To the extent that amounts are so withheld by Parent or the Paying Agent, such Certificate withheld amounts shall be treated for all purposes of this Agreement as provided having been paid to the Person in this Article IIIrespect of which such deduction or withholding was made by Parent or the Paying Agent.

Exchange Procedures. (a) At and after the Effective Time, each Certificate formerly representing shares of Company Common Stock shall (except for shares of Company Common Stock canceled or converted into common stock of the Surviving Corporation in accordance with Section 2.01(b) and subject to applicable law in the case of Dissenting Shares) represent only the right to receive the Merger Consideration, without interest. (b) At or prior to the Effective Time, Parent shall or shall cause Merger Sub to deposit, or cause to be deposited, with a bank or trust company reasonably satisfactory to the Company (the “Paying Agent”), for the benefit of the holders of the Certificates, funds in the aggregate amount to be paid pursuant to this Article II in exchange for outstanding shares of Company Common Stock. Any cash deposited with the Paying Agent shall hereinafter be referred to as the Exchange Fund. (c) As soon promptly as practicable after the Effective Time but in no event later than two business days following the Effective Time, the Payment Agent Surviving Corporation shall mail send or cause to be sent to each holder of record of a Certificate shares of Company Common Stock (other than shares that are to be canceled or Certificates, (iconverted into common stock of the Surviving Corporation pursuant to Section 2.01(b)) a letter of transmittal in customary form (which shall specify that delivery shall be effected, and risk of loss and title immediately prior to the Certificate shall pass, only upon delivery of the Certificate to the Payment Agent, and shall be Effective Time transmittal materials for use in such form and have such other customary provisions as Parent may reasonably specify) and (ii) instructions for effecting the surrender of the Certificate in exchange exchanging Certificates for the Merger Consideration. Upon The Surviving Corporation shall cause any check in respect of the Merger Consideration (together with any dividends or other distributions to which holders become entitled in accordance with this Article II upon surrender of a Certificate for cancellation such Certificate) which such person shall be entitled to receive to be delivered to such stockholder upon delivery to the Payment Paying Agent of Certificates formerly representing such shares of Company Common Stock (or indemnity reasonably satisfactory to the Surviving Corporation and the Paying Agent, if any of such Certificates are lost, stolen or destroyed) owned by such stockholder, together with a letter of transmittal, duly completed and validly executed and completed in accordance with the instructions thereto, Parent shall cause to and such other documents as may reasonably be delivered to the person in whose name such Certificate shall have been issued, or required pursuant to such person as such person shall direct in writing in the letter of transmittal, a check or wire transfer representing the amount of cash which such holder has the right to receive in respect of the Certificate surrendered pursuant to the provisions of Section 3.1 of this Agreement, after giving effect to any required withholding taxinstructions, and the shares represented by thereafter such Certificate shall be forthwith cancelled. No interest will be paid or accrued on the Merger Considerationcanceled. In the event of a transfer of ownership of the shares of Company Common Stock that is not registered on in the transfer records of the Company, payment 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 will be paid on any such cash to be paid pursuant to this Article II upon such delivery. The Surviving Corporation or the Paying Agent shall be entitled to deduct and withhold from the Merger Consideration otherwise payable to any holder of Certificates such taxes (if any) as Parent, the Surviving Corporation or the Paying Agent is required to deduct and withhold under the Code, or any provision of United States, state or local tax law or non-U.S. tax law (other than a Canadian withholding tax imposed by virtue of Parent being created, organized or doing business in Canada). To the extent that amounts are so withheld by the Surviving Corporation or the Paying Agent, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the holder of such Certificates. (d) Subject to Section 2.04, at the Effective Time, holders of Company Common Stock shall cease to be, and shall have no rights as, stockholders of the Company, other than to receive the Merger Consideration and any dividend or other distribution with respect to the Company Common Stock with a record date occurring prior to the Effective Time (or, with respect to shares of Company Common Stock converted into common stock of the Surviving Corporation in accordance with Section 2.01(b), as expressly provided in Section 2.01(b)). From and after the Effective Time, there shall be no transfers on the stock transfer records of the Company of any shares of the Company Common Stock that were outstanding immediately prior to the Effective Time. If, after the Effective Time, Certificates are presented to the Surviving Corporation or the Paying Agent for transfer, they shall be canceled and exchanged for the Merger Consideration deliverable in respect thereof pursuant to this Agreement in accordance with the procedures set forth in this Section 2.02 together with any dividends or other distributions to which the holder becomes entitled in accordance with this Article II upon the surrender of such Certificates. (e) Any funds (including any interest with respect thereto) which have been made available to the Paying Agent and that remain unclaimed by the former stockholders of the Company for six months after the Effective Time shall be paid to the Surviving Corporation. Any former stockholders of the Company who have not theretofore complied with this Article II shall thereafter look only to the Surviving Corporation and Parent for payment of the Merger Consideration in respect of each share of Company Common Stock formerly held by such stockholder as determined pursuant to this Agreement, in each case, without any interest thereon. Any Merger Consideration remaining unclaimed as of a date which is immediately prior to such time as such amounts would otherwise escheat to or become property of any Governmental Entity shall, to the fullest extent permitted by applicable law, become the property of the Surviving Corporation free and clear of any claims or interest of any person previously entitled thereto. Notwithstanding the foregoing, none of the Paying Agent, Parent, the Company, Merger Sub or the Surviving Corporation shall be liable to any former holder of Company Common Stock for any amount properly delivered to a public official pursuant to Section 3.1 of this Agreement may be paid to such transferee if applicable abandoned property, escheat or similar laws. (f) In the Certificate representing such Company Common Stock is presented to the Payment Agent accompanied by all documents required to evidence and effect such transfer and to evidence that any applicable transfer or other Taxes have been paid or, alternatively, payments of such Taxes to the Payment Agent. 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 surrender the Merger Consideration, as provided in this Article III. If event any Certificate shall have been lost, stolen or destroyed, upon the making of an a customary affidavit of that fact by the Person person claiming the such Certificate to be lost, stolen or destroyed and, if required by the Paying Agent, the Surviving Corporation or Parent, as the case may be, the posting by the Person such person of a bond in such reasonable amount as Parent the Paying Agent, the Surviving Corporation or Parent, as the case may be, may reasonably direct as indemnity against any claim that may be made against it with respect to the such Certificate, the Payment Agent will Paying Agent, the Surviving Corporation or Parent, as the case may be, shall issue in exchange for the such lost, stolen or destroyed Certificate the applicable Merger Consideration deliverable in respect thereof pursuant to this Agreement and any dividends or other distributions to which holders become entitled in accordance with this Article II upon the surrender of such Certificate, . (g) Any portion of the Merger Consideration, with respect Consideration made available to the Paying Agent pursuant to this Section 2.02 to pay for shares of Company Common Stock formerly represented for which appraisal rights have been perfected in accordance with Section 262 of the DGCL shall be returned to the Surviving Corporation upon demand. (h) The Paying Agent shall invest any cash included in the Exchange Fund, as directed by Parent, on a daily basis; provided, that in the case of any losses incurred in the Exchange Fund as a result of such Certificate as provided in investments, Parent shall, or shall cause the Surviving Corporation, to take all actions necessary (including by depositing additional cash) to ensure that the Exchange Fund includes cash sufficient to satisfy the obligations of Parent and the Surviving Corporation to pay the Merger Consideration payable pursuant to this Article IIIII and any dividends or other distributions to which holders become entitled in accordance with this Article II upon the surrender of Certificates. Any interest and other income resulting from such investments shall be paid to or at the direction of the Surviving Corporation.

Exchange Procedures. As soon as reasonably practicable after the Exchange Effective Time, : (a) BEPC and Acquisition Sub shall cause the Payment Exchange Agent shall to mail to each holder of record of a Certificate or Certificates, Eligible Certificates (i) a letter of transmittal in customary form (which shall specify that delivery shall be effected, and risk of loss and title to the Certificate such Eligible Certificates shall pass, only upon delivery of the Certificate such Eligible Certificates to the Payment Agent, Exchange Agent and shall be in such form and have such other customary provisions as Parent BEPC and Acquisition Sub may reasonably specify) and (ii) instructions for effecting the surrender of the Certificate surrendering such Eligible Certificates in exchange for the Merger Consideration. Upon the surrender of a Certificate such Eligible Certificates for cancellation cancelation to the Payment Agent, Exchange Agent together with a such letter of transmittal, duly executed and completed in accordance with completed, and such other documents as may reasonably be required by the instructions theretoExchange Agent, the holder of such Eligible Certificates shall be entitled to receive (A) a statement representing that number of whole BEPC Class A Shares or Parent shall cause LP Units, as applicable, that such holder has the right to be delivered to the person in whose name such Certificate shall have been issued, or to such person receive as such person shall direct in writing in the letter of transmittal, Consideration and (B) a check or wire transfer representing in the amount of cash which cash, if any, that such holder has the right to receive in respect lieu of the Certificate surrendered fractional entitlements to BEPC Class A Shares or Parent LP Units, as applicable, pursuant to the provisions of Section 3.1 of this Agreement, after giving effect 4.11 and dividends and other distributions payable pursuant to any required withholding tax, Section 1.05(b) and the shares represented by such Certificate shall be forthwith cancelled. No interest will be paid or accrued on the Merger ConsiderationSection 4.04. In the event of a transfer of ownership of shares of Company Common Stock an Eligible Certificate that is not registered on in the transfer records of the Company, the Merger Consideration to be paid to such holder of Company Common Stock pursuant to Section 3.1 of this Agreement payment may be paid made to a person other than the person in whose name such transferee Eligible Certificate so surrendered is registered, if such Eligible Certificate shall be properly endorsed or otherwise be in proper form for transfer, and the Certificate representing person requesting such Company Common Stock is presented to the Payment Agent accompanied by all documents required to evidence and effect such transfer and to evidence that payment shall pay any applicable transfer or other Taxes have required by reason of the payment to a person other than such registered holder or establish to the satisfaction of BEPC or Acquisition Sub, as applicable, that such Tax has been paid or, alternatively, payments of such Taxes to the Payment Agentor is not applicable. Until surrendered as contemplated by this Section 3.24.03, each Eligible Certificate shall be deemed, deemed at any time after the Exchange Effective Time, Time to represent only the right to receive upon such surrender the Merger Consideration, including cash payable in lieu of fractional entitlements to BEPC Class A Shares or Parent LP Units, as provided in applicable, pursuant to Section 4.11, and any dividends or other distributions pursuant to Section 1.05(b) and Section 4.04 as contemplated by this Article IIIIV. If No interest shall be paid or accrue on the cash payable upon surrender of any Certificate Eligible Certificate. (b) BEPC and Acquisition Sub shall have been lostcause the Exchange Agent to mail to each holder of record of Eligible Book-Entry Shares as of the Exchange Effective Time (i) a notice of the effectiveness of the Share Exchange, stolen or destroyed, upon (ii) a statement reflecting the making whole number of an affidavit of that fact by the Person claiming the Certificate to be lost, stolen or destroyed andBEPC Class A Shares, if any, in the name of such record holder that such holder has the right to receive as Consideration and (iii) a check in the amount of cash, if any, that such holder has the right to receive as Consideration, including cash payable in lieu of fractional entitlements to BEPC Class A Shares pursuant to Section 4.11, pursuant to this Article IV. Holders of Eligible Book-Entry Shares will not be required by Parent, to take any action to receive the posting by the Person Consideration in respect of a bond in such reasonable amount as Parent may direct as indemnity against Eligible Book-Entry Shares or any claim that may be dividends or other distributions payable pursuant to Section 1.05(b) or any dividends or other distributions declared or made against it with respect to the CertificateBEPC Class A Shares or Parent LP Units, the Payment Agent will issue for the lost, stolen or destroyed Certificate, the Merger Considerationas applicable, with respect to a record date after the shares of Company Common Stock formerly represented by such Certificate as provided in this Article IIIExchange Effective Time.

Exchange Procedures. (a) As soon promptly as practicable after the Merger Effective TimeDate, and in any event within five (5) Business Days thereafter, the Payment Exchange Agent shall mail to each holder of record of a Certificate or Certificates, (i) outstanding shares of Innes Street Common Stock a letter of transmittal in customary form (which shall specify that delivery shall be effected, and risk of loss and title to the Certificate shall pass, only upon delivery of the Certificate to the Payment Agent, and shall be in such form and have such other customary provisions as Parent may substance reasonably specifyacceptable to Innes Street ("Letter of Transmittal") and (ii) containing instructions for effecting the surrender of the Certificate in exchange Certificate(s) held by such holder for the Merger Considerationpayment therefore. Upon a holder's surrender of a Certificate for cancellation the Certificate(s) to the Payment Agent, together with a letter of transmittal, duly executed and completed Exchange Agent in accordance with the instructions thereto, Parent shall cause to be delivered to the person in whose name such Certificate shall have been issued, or to such person as such person shall direct in writing set forth in the letter Letter of transmittalTransmittal, a check or wire transfer representing the amount of cash which such holder has the right to shall promptly receive in respect of the Certificate surrendered pursuant to the provisions of Section 3.1 of this Agreement, after giving effect to any required withholding tax, and the shares represented by such Certificate shall be forthwith cancelled. No interest will be paid or accrued on exchange therefor the Merger Consideration, without interest thereon. In Approval of this Agreement by the event shareholders of a transfer of ownership of shares of Company Common Stock that is not registered on Innes Street shall constitute authorization for ▇▇▇▇▇▇ Bancorp to designate and appoint the transfer records of Exchange Agent. Neither ▇▇▇▇▇▇ Bancorp nor the Company, Exchange Agent shall be obligated to deliver the Merger Consideration to a former shareholder of Innes Street until such former shareholder surrenders his Certificate(s). (b) If payment of the Merger Consideration is to be paid made to a Person other than the Person in whose name a Certificate surrendered in exchange therefore is registered, it shall be a condition of payment that the Certificate so surrendered shall be properly endorsed (or accompanied by an appropriate instrument of transfer) and otherwise in proper form for transfer, and that the Person requesting such payment shall pay any transfer or other taxes required by reason of the payment to a Person other than the registered holder of Company Common Stock the Certificate surrendered, or required for any other reason, or shall establish to the satisfaction of the Exchange Agent that such tax has been paid or is not payable. (c) On or prior to the day following the Merger Effective Date, ▇▇▇▇▇▇ Bancorp and/or ▇▇▇▇▇▇ Federal shall deposit or cause to be deposited, in trust with the Exchange Agent, an amount of cash equal to the aggregate Merger Consideration that the Innes Street shareholders shall be entitled to receive on the Merger Effective Date pursuant to Section 3.1 2.02 hereof. (d) The payment of this Agreement may be paid the Merger Consideration upon the exchange of Innes Street Common Stock in accordance with the terms and conditions hereof shall constitute full satisfaction of all rights pertaining to such transferee if Innes Street Common Stock. (e) Promptly following the date which is twelve (12) months after the Merger Effective Date, the Exchange Agent shall deliver to ▇▇▇▇▇▇ Bancorp all cash, Certificates and other documents 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 of Innes Street Common Stock may surrender such Certificate to ▇▇▇▇▇▇ Bancorp and (subject to applicable abandoned property, escheat and similar laws) receive in consideration therefore the Merger Consideration multiplied by the number of shares of Innes Street Common Stock formerly represented by such Certificate, without any interest or dividends thereon. (f) As of the close of business on the Merger Effective Date, there shall be no transfers on the stock transfer books of Innes Street of the shares of Innes Street Common Stock which are outstanding immediately prior to the Merger Effective Date, and the stock transfer books of Innes Street shall be closed with respect to such shares. If, after the Merger Effective Date, Certificates representing such Company Common Stock is shares are presented for transfer to the Payment Agent accompanied by all documents required to evidence and effect such transfer and to evidence that any applicable transfer or other Taxes have been paid orExchange Agent, alternatively, payments of such Taxes to the Payment Agent. Until surrendered as contemplated by this Section 3.2, each Certificate they shall be deemed, at any time after the Effective Time, to represent only the right to receive upon surrender canceled and exchanged for the Merger Consideration, Consideration as provided in this Article III. If II. (g) In the event any Certificate for Innes Street Common Stock shall have been lost, stolen or destroyed, the Exchange Agent shall deliver (except as otherwise provided in Section 2.02(iii)) in exchange for such lost, stolen or destroyed certificate, upon the making of an affidavit of that the fact by the Person claiming holder thereof, the Certificate cash to be paid in the Merger as provided for herein; provided, however, that ▇▇▇▇▇▇ Bancorp may, in its sole discretion and as a condition precedent to the delivery thereof, require the owner of such lost, stolen or destroyed and, if required by Parent, the posting by the Person of Certificate to deliver a bond in such reasonable amount sum as Parent ▇▇▇▇▇▇ Bancorp may direct determine as indemnity against any claim that may be made against it Innes Street, ▇▇▇▇▇▇ Bancorp or any other party with respect to the Certificate, the Payment Agent will issue for the Certificate alleged to have been lost, stolen or destroyed Certificate, the Merger Consideration, with respect to the shares of Company Common Stock formerly represented by such Certificate as provided in this Article IIIdestroyed.

Exchange Procedures. As soon as reasonably practicable after the Effective Time, the Payment Paying Agent shall mail to each holder of record of a Certificate certificate or certificates which immediately prior to the Effective Time represented outstanding shares of Company Common Stock (the "Certificates"), whose Shares were converted pursuant to Section 2.1 into the right to receive the Merger Consideration (i) a letter of transmittal in customary form (which shall specify that delivery shall be effected, and risk of loss and title to the Certificate Certificates shall pass, only upon delivery of the Certificate Certificates to the Payment Agent, Paying Agent and shall be in 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 Certificate Certificates in exchange for payment of the Merger Consideration. Upon surrender of a Certificate for cancellation to the Payment AgentPaying Agent or to such other agent or agents as may be appointed by Parent, together with a such letter of transmittal, duly executed and completed in accordance with executed, the instructions thereto, Parent shall cause to be delivered to the person in whose name such Certificate shall have been issued, or to such person as such person shall direct in writing in the letter holder of transmittal, a check or wire transfer representing the amount of cash which such holder has the right to receive in respect of the Certificate surrendered pursuant to the provisions of Section 3.1 of this Agreement, after giving effect to any required withholding tax, and the shares represented by such Certificate shall be forthwith cancelled. No interest will be paid or accrued on the Merger Consideration. In the event of a transfer of ownership of shares of Company Common Stock that is not registered on the transfer records of the Company, entitled to receive in exchange therefor the Merger Consideration to be paid to such holder of Company Common Stock pursuant to Section 3.1 of this Agreement may be paid to such transferee if the Certificate representing such Company Common Stock is presented to the Payment Agent accompanied by all documents required to evidence and effect such transfer and to evidence that any applicable transfer or other Taxes have been paid or, alternatively, payments of such Taxes to the Payment Agent. Until surrendered as contemplated by this Section 3.2, for each Certificate shall be deemed, at any time after the Effective Time, to represent only the right to receive upon surrender the Merger Consideration, as provided in this Article III. If any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person claiming the Certificate to be lost, stolen or destroyed and, if required by Parent, the posting by the Person of a bond in such reasonable amount as Parent may direct as indemnity against any claim that may be made against it with respect to the Certificate, the Payment Agent will issue for the lost, stolen or destroyed Certificate, the Merger Consideration, with respect to the shares share of Company Common Stock formerly represented by such Certificate and the Certificate so surrendered shall forthwith be cancelled. If payment of the Merger Consideration is to be made to a person other than the person in whose name the surrendered Certificate is registered, it shall be a condition of payment that the Certificate so surrendered shall be properly endorsed or shall be otherwise in proper form for transfer and that the person requesting such payment shall have paid any transfer and other taxes required by reason of the payment of the Merger Consideration to a person other than the registered holder of the Certificate surrendered or shall have established to the satisfaction of the Surviving Corporation that such tax either has been paid or is not applicable. Until surrendered as provided 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 the Merger Consideration in cash as contemplated by this Article IIISection 2.2.

Exchange Procedures. As soon as practicable Promptly after the Effective TimeTime (but in no event later than five business days following such date), the Payment Surviving Corporation shall cause the Paying Agent shall to mail to each holder of record of a Certificate certificate or certificates (the "Certificates") that immediately prior to the Effective Time represented outstanding shares of Company Common Stock whose shares were converted into the right to receive Merger Consideration pursuant to Section 2.01, (i) a letter of transmittal in customary form (which shall specify that delivery shall be effected, and risk of loss and title to the Certificate Certificates shall pass, only upon delivery of the Certificate Certificates to the Payment Agent, Paying Agent and shall be in such form and have such other customary provisions as Parent may reasonably specify) ), and (ii) instructions for use in effecting the surrender of the Certificate Certificates in exchange for the Merger Consideration. Upon surrender of a Certificate for cancellation to the Payment Paying Agent, together with a such letter of transmittal, duly executed executed, and completed such other documents as may reasonably be required by the Paying Agent, the holder of such Certificate shall be entitled to receive in accordance with exchange therefor the instructions thereto, Parent shall cause to be delivered to amount of cash into which the person in whose name shares of Company Common Stock theretofore represented by such Certificate shall have been issued, or to such person as such person shall direct in writing in the letter of transmittal, a check or wire transfer representing the amount of cash which such holder has the right to receive in respect of the Certificate surrendered converted pursuant to the provisions of Section 3.1 of this Agreement, after giving effect to any required withholding tax2.01, and the shares represented by such Certificate so surrendered shall forthwith be forthwith cancelled. No interest will be paid or accrued on the Merger Considerationcanceled. In the event of a transfer of ownership of shares of Company Common Stock that is not registered on in the transfer records of the Company, the Merger Consideration to be paid to such holder of Company Common Stock pursuant to Section 3.1 of this Agreement payment may be paid made to such transferee if a Person other than the Person in whose name the Certificate representing so surrendered is registered, if such Company Common Stock is presented to the Payment Agent accompanied by all documents required to evidence and effect such Certificate shall be properly endorsed or otherwise be in proper form for transfer and to evidence that the Person requesting such payment shall pay any applicable transfer or other Taxes have taxes required by reason of the payment to a Person other than the registered holder of such Certificate or establish to the satisfaction of Parent that such tax has been paid or, alternatively, payments of such Taxes to the Payment Agentor is not applicable. Until surrendered as contemplated by this Section 3.22.02, each Certificate shall be deemed, deemed at any time after the Effective Time, Time to represent only the right to receive upon such surrender the Merger Considerationamount of cash, as provided in this Article III. If any Certificate shall have been lostwithout interest, stolen or destroyed, upon the making of an affidavit of that fact by the Person claiming the Certificate to be lost, stolen or destroyed and, if required by Parent, the posting by the Person of a bond in such reasonable amount as Parent may direct as indemnity against any claim that may be made against it with respect to the Certificate, the Payment Agent will issue for the lost, stolen or destroyed Certificate, the Merger Consideration, with respect to into which the shares of Company Common Stock formerly theretofore represented by such Certificate as provided have been converted pursuant to Section 2.01. If any holder of shares of Company Common Stock shall be unable to surrender such holder's Certificates because such Certificates have been lost, mutilated or destroyed, such holder may deliver in this Article IIIlieu thereof an affidavit and indemnity bond in form and substance and with surety reasonably satisfactory to the Surviving Corporation. No interest shall be paid or accrue on the cash payable upon surrender of any Certificate.

Exchange Procedures. As soon as reasonably practicable after the Effective Time, the Payment Paying Agent shall mail to each holder of record of a Certificate certificate or certificates which immediately prior to the Effective Time represented outstanding shares of Company Common Stock (the "Certificates"), whose shares were converted pursuant to Section 2.1 into the right to receive the Merger Consideration, (i) a letter of transmittal in customary form (which shall specify that delivery shall be effected, and risk of loss and title to the Certificate Certificates shall pass, only upon proper delivery of the Certificate Certificates to the Payment Agent, Paying Agent and shall be in such form and have such other customary provisions as Parent and the Company may reasonably specify) and (ii) instructions for effecting to effect the surrender of the Certificate Certificates in exchange for payment of the Merger Consideration. Upon surrender of a Certificate one or more Certificates for cancellation to the Payment AgentPaying Agent or to such other agent or agents as may be appointed by Parent, which agents shall be reasonably satisfactory to the Company, together with a such letter of transmittal, duly executed executed, the holder of such Certificates shall be entitled to receive in exchange therefor the Merger Consideration for each share of Company Common Stock formerly represented by such Certificate, and completed in accordance with the instructions theretoCertificates so surrendered shall forthwith be cancelled. Except as required by law, Parent no interest shall cause be paid on the Merger Consideration payable upon surrender of any Certificate. If payment of the Merger Consideration is to be delivered made to a person other than the person in whose name the surrendered Certificate is registered, it shall be a condition of payment that the Certificate so surrendered shall be properly endorsed or shall be otherwise in proper form for transfer and that the person requesting such Certificate payment shall have been issued, or paid any transfer and other taxes required by reason of the payment of the Merger Consideration to such a person as such person shall direct in writing in other than the letter of transmittal, a check or wire transfer representing the amount of cash which such registered holder has the right to receive in respect of the Certificate surrendered pursuant or shall have established to the provisions satisfaction of Section 3.1 of this Agreement, after giving effect to any required withholding tax, and the shares represented by Surviving Corporation that such Certificate shall be forthwith cancelled. No interest will be tax either has been paid or accrued on the Merger Consideration. In the event of a transfer of ownership of shares of Company Common Stock that is not registered on the transfer records of the Company, the Merger Consideration to be paid to such holder of Company Common Stock pursuant to Section 3.1 of this Agreement may be paid to such transferee if the Certificate representing such Company Common Stock is presented to the Payment Agent accompanied by all documents required to evidence and effect such transfer and to evidence that any applicable transfer or other Taxes have been paid or, alternatively, payments of such Taxes to the Payment Agentapplicable. Until surrendered as contemplated by this Section 3.22.2, each Certificate (other than Certificates representing Dissenting Shares) shall be deemed, deemed at any time after the Effective Time, Time to represent only the right to receive upon surrender the Merger Consideration, Consideration in cash as provided in contemplated by this Article III. If any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person claiming the Certificate to be lost, stolen or destroyed and, if required by Parent, the posting by the Person of a bond in such reasonable amount as Parent may direct as indemnity against any claim that may be made against it with respect to the Certificate, the Payment Agent will issue for the lost, stolen or destroyed Certificate, the Merger Consideration, with respect to the shares of Company Common Stock formerly represented by such Certificate as provided in this Article IIISection 2.2.

Exchange Procedures. As soon as reasonably practicable after the Effective Time, Parent shall cause the Payment Exchange Agent shall to mail to each holder of record of a Certificate or Certificates, whose shares of Company Common Stock were converted into the right to receive the Merger Consideration (i) a form of letter of transmittal in customary form (which shall specify that delivery shall be effected, and risk of loss and title to the Certificate Certificates shall pass, only upon proper delivery of the Certificate Certificates to the Payment Agent, Exchange Agent and which shall be in such customary form and have such other contain customary provisions as Parent may reasonably specifyprovisions) and (ii) instructions for use in effecting the surrender of the Certificate Certificates in exchange for the Merger Consideration. Upon Each holder of record of one or more Certificates shall, upon surrender of a Certificate for cancellation to the Payment AgentExchange Agent of such Certificate or Certificates, together with a such letter of transmittal, duly executed executed, and completed such other documents as may reasonably be required by the Exchange Agent, be entitled to receive in accordance with the instructions thereto, Parent shall cause to be delivered to the person in whose name such Certificate shall have been issued, or to such person as such person shall direct in writing in the letter of transmittal, a check or wire transfer representing exchange therefor the amount of cash to which such holder has the right to receive in respect of the Certificate surrendered is entitled pursuant to the provisions of Section 3.1 of this Agreement, after giving effect to any required withholding tax2.09(c), and the shares represented by such Certificate Certificates so surrendered shall forthwith be forthwith cancelled. No interest will be paid or accrued on the Merger Considerationcanceled. In the event of a transfer of ownership of shares of Company Common Stock that which is not registered on in the transfer records of the Company, payment of the Merger Consideration in accordance with this Section 2.10(b) 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 Taxes required by reason of the payment of the Merger Consideration to be paid to such a person other than the registered holder of Company Common Stock pursuant to Section 3.1 of this Agreement may be paid to such transferee if the Certificate representing such Company Common Stock is presented or establish to the Payment Agent accompanied by all documents required to evidence and effect reasonable satisfaction of Parent that such transfer and to evidence that any applicable transfer or other Taxes have been paid or, alternatively, payments of such Taxes to the Payment Agentor are not applicable. Until surrendered as contemplated by this Section 3.22.10(b), each Certificate shall be deemed, deemed at any time after the Effective Time, Time to represent only the right to receive upon such surrender the Merger Consideration, as provided in . No interest shall be paid or will accrue on any payment to holders of Certificates pursuant to the provisions of this Article III. If any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person claiming the Certificate to be lost, stolen or destroyed and, if required by Parent, the posting by the Person of a bond in such reasonable amount as Parent may direct as indemnity against any claim that may be made against it with respect to the Certificate, the Payment Agent will issue for the lost, stolen or destroyed Certificate, the Merger Consideration, with respect to the shares of Company Common Stock formerly represented by such Certificate as provided in this Article IIIII.

Exchange Procedures. As soon as reasonably practicable after the Effective Time, the Payment Paying Agent shall mail to each holder of record of a Certificate or Certificates, Certificates (i) a letter of transmittal in customary form (which shall specify that delivery shall be effected, and risk of loss and title to the such Certificate shall pass, only upon delivery of the Certificate such Certificates to the Payment Agent, Paying Agent and shall be in such form and have such other customary provisions as Parent the Surviving Corporation and the Company may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificate such Certificates in exchange for the Merger Consideration. Upon surrender of such a Certificate for cancellation to the Payment AgentPaying Agent or to such other agent or agents as may be appointed by the Surviving Corporation, together with a such letter of transmittal, duly executed executed, and completed in accordance with such other documents as may reasonably be required by the instructions theretoPaying Agent, Parent shall cause to be delivered to the person in whose name holder of such Certificate shall have been issued, or be entitled to such person as such person shall direct receive in writing in exchange therefor the letter of transmittal, a check or wire transfer representing the amount of cash which such holder has the right to receive in respect of the Certificate surrendered pursuant to the provisions of Section 3.1 of this Agreement, after giving effect to any required withholding taxArticle III, and the shares represented by such Certificate so surrendered shall forthwith be forthwith cancelled. No interest will be paid or accrued on the Merger Considerationcanceled. In the event of a transfer of ownership of shares of Company Common Stock that is not registered on in the transfer records of the Company, the Merger Consideration to be paid to such holder of Company Common Stock pursuant to Section 3.1 of this Agreement cash may be paid to such transferee if a person other than the person in whose name the Certificate representing surrendered is registered, if such Company Common Stock is presented to the Payment Agent accompanied by all documents required to evidence and effect such Certificate shall be properly endorsed or otherwise be in proper form for transfer and to evidence that the person requesting such issuance shall pay any applicable transfer or other Taxes have taxes required by reason of the payment of cash 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, alternatively, payments of such Taxes to the Payment Agentor is not applicable. Until surrendered as contemplated by this Section 3.23.02(b), each Certificate shall be deemed, deemed at any time after the Effective Time, Time to represent only the right to receive upon such surrender the Merger Consideration, as provided Consideration which the holder thereof has the right to receive in respect of such Certificate pursuant to the other provisions of this Article III. If No interest will be paid or will accrue on any Certificate shall have been lost, stolen or destroyed, upon the making cash payable to holders of an affidavit of that fact by the Person claiming the Certificate to be lost, stolen or destroyed and, if required by Parent, the posting by the Person of a bond in such reasonable amount as Parent may direct as indemnity against any claim that may be made against it with respect Certificates pursuant to the Certificate, the Payment Agent will issue for the lost, stolen or destroyed Certificate, the Merger Consideration, with respect to the shares provisions of Company Common Stock formerly represented by such Certificate as provided in this Article III. The Surviving Corporation shall pay the charge and expenses of the Paying Agent.

Exchange Procedures. As soon promptly as reasonably practicable after the Effective Time, Parent shall cause the Payment Paying Agent shall to mail to each holder of record of a Certificate or Certificates, Certificate: (i) a letter of transmittal (which shall be in customary form (which and shall specify that delivery shall be effected, and risk of loss and title to the Certificate Certificates shall pass, only upon proper delivery of the Certificate Certificates to the Payment Paying Agent, and shall be in such form and have such other customary provisions as Parent may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificate Certificates in exchange for the Merger Consideration. Upon surrender Each holder of record of a Certificate for cancellation shall, upon surrender to the Payment AgentPaying Agent of such Certificate, together with a such letter of transmittal, duly executed executed, and completed such other documents as may reasonably be required by the Paying Agent, be entitled to receive in accordance with exchange therefor the instructions thereto, Parent shall cause to be delivered to amount of cash which the person in whose name number of shares of Company Common Stock previously represented by such Certificate shall have been issued, or to such person as such person shall direct in writing in the letter of transmittal, a check or wire transfer representing the amount of cash which such holder has converted into the right to receive in respect of the Certificate surrendered pursuant to the provisions of Section 3.1 of this Agreement, after giving effect to any required withholding tax2.01(c), and the shares represented by such Certificate so surrendered shall forthwith be forthwith cancelled. No interest will be paid or accrued on the Merger Considerationcanceled. In the event of a transfer of ownership of shares of Company Common Stock that which is not registered on in the transfer records of the Company, payment of the Merger Consideration 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 fiduciary or surety bonds or any transfer or other similar Taxes required by reason of the payment of the Merger Consideration to be paid to such a Person other than the registered holder of Company Common Stock pursuant to Section 3.1 of this Agreement may be paid to such transferee if the Certificate representing such Company Common Stock is presented or establish to the Payment Agent accompanied by all documents required to evidence and effect reasonable satisfaction of Parent that such transfer and to evidence that any applicable transfer or other Taxes have Tax has been paid or, alternatively, payments of such Taxes to the Payment Agentor is not applicable. Until surrendered as contemplated by this Section 3.22.02(b), each Certificate shall be deemed, deemed at any time after the Effective Time, Time to represent only the right to receive upon such surrender the Merger Consideration, as provided Consideration which the holder thereof has the right to receive in respect of such Certificate pursuant to this Article III. If II and any Certificate shall dividends or other distributions with a record date prior to the Effective Time which may have been lost, stolen or destroyed, upon the making of an affidavit of that fact authorized by the Person claiming Company and which remain unpaid at the Certificate Effective Time. No interest shall be paid or will accrue on any cash payable to be lost, stolen or destroyed and, if required by Parent, the posting by the Person holders of a bond in such reasonable amount as Parent may direct as indemnity against any claim that may be made against it with respect Certificates pursuant to the Certificate, the Payment Agent will issue for the lost, stolen or destroyed Certificate, the Merger Consideration, with respect to the shares provisions of Company Common Stock formerly represented by such Certificate as provided in this Article IIIII.

Exchange Procedures. As soon as reasonably practicable after the Effective Time, Surviving Corporation shall cause the Payment Paying Agent shall to mail to each holder of record immediately prior to the Effective Time of a Certificate or Certificates, certificate formerly representing shares of Company Common Stock (a “Certificate”) (i) a letter of transmittal in customary form (which shall specify specifying that delivery of the Certificates shall be effected, and risk of loss and title to the Certificate Certificates shall pass, only upon proper delivery of the Certificate Certificates (or affidavits of loss in lieu thereof) to the Payment Paying Agent, and shall such letter of transmittal to be in such customary form and have such other customary provisions as Parent may reasonably specify) specify and (ii) instructions for use in effecting the surrender of the Certificate Certificates in exchange for the Merger ConsiderationConsideration (such instructions shall include instructions for the payment of the Merger Consideration to a Person other than the Person in whose name the surrendered Certificate is registered on the transfer books of the Company, subject to the receipt of appropriate documentation for such transfer). Upon surrender to the Paying Agent of a Certificate (or evidence of loss in lieu thereof) for cancellation to the Payment Agent, together with a such letter of transmittal, duly executed completed and completed in accordance with the instructions thereto, Parent shall cause to be delivered to the person in whose name such Certificate shall have been issued, or to such person as such person shall direct in writing in the letter of transmittal, a check or wire transfer representing the amount of cash which such holder has the right to receive in respect of the Certificate surrendered pursuant to the provisions of Section 3.1 of this Agreement, after giving effect to any required withholding taxvalidly executed, and such other documents as may reasonably be requested by the shares represented by Paying Agent, the holder of such Certificate shall be entitled to receive in exchange therefor the Merger Consideration that such holder is entitled to receive pursuant to this Article 3, and the Certificate so surrendered shall forthwith cancelledbe canceled; provided that in no event will a holder of a Certificate be entitled to receive the Merger Consideration if the Merger Consideration was already paid with respect to the shares of Company Common Stock underlying such Certificate in connection with an affidavit of loss. No interest will be paid or accrued on any amount payable upon due surrender of the Merger ConsiderationCertificates. In the event of a transfer of ownership of shares of Company Common Stock that is not registered on in the transfer records of the Company, the Merger Consideration to payment may be paid issued to such holder of Company Common Stock pursuant to Section 3.1 of this Agreement may be paid to such a transferee if the Certificate formerly representing such Company Common Stock is presented to the Payment Agent Paying Agent, accompanied by all documents required to evidence and effect such transfer transfer, and to evidence that the Person requesting such issuance pays any applicable transfer or other Taxes have taxes required by reason of such payment to a Person other than the registered holder of such Certificate or establishes to the satisfaction of Parent and the Company that such tax has been paid or, alternatively, payments or is not applicable. For the purposes of such Taxes to the Payment Agent. 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 surrender the Merger Consideration, as provided in this Article III. If any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person claiming the Certificate to be lost, stolen or destroyed and, if required by ParentAgreement, the posting by term “Person” shall mean any individual, corporation (including not-for-profit corporations), general or limited partnership, limited liability company, joint venture, estate, trust, association, organization, Governmental Entity or other entity or group (as defined in Section 13(d)(3) of the Person of a bond in such reasonable amount as Parent may direct as indemnity against any claim that may be made against it with respect to the Certificate, the Payment Agent will issue for the lost, stolen or destroyed Certificate, the Merger Consideration, with respect to the shares of Company Common Stock formerly represented by such Certificate as provided in this Article IIIExchange Act).

Exchange Procedures. As soon as reasonably practicable after the Effective Time, the Payment Exchange Agent shall mail to each holder of record of a Certificate or CertificatesCertificates that immediately prior to the Effective Time represented outstanding shares of Company Common Stock whose shares were converted into the right to receive Merger Consideration pursuant to Section 2.01(c), (i) a letter of transmittal in customary form (which shall specify that delivery shall be effected, and risk of loss and title to the Certificate Certificates shall pass, only upon delivery of the Certificate Certificates to the Payment Agent, Exchange Agent and shall be in such form and have such other customary provisions as Parent may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificate Certificates in exchange for the Merger Consideration. Upon surrender of a Certificate for cancellation to the Payment AgentExchange Agent or to such other agent or agents as may be appointed by Parent, together with a such letter of transmittal, duly executed executed, and completed such other documents as may reasonably be required by the Exchange Agent, the holder of such Certificate shall be entitled to receive in accordance with exchange therefor, as promptly as practicable, the instructions thereto, amount of cash and the number of whole shares of Parent shall cause to be delivered to Common Stock that the person in whose name aggregate number of shares of Company Common Stock previously represented by such Certificate shall have been issued, or converted pursuant to such person as such person shall direct in writing in the letter of transmittal, a check or wire transfer representing the amount of cash which such holder has Section 2.01(c) into the right to receive in respect of the Certificate surrendered pursuant to the provisions of Section 3.1 of this Agreement, after giving effect to any required withholding taxreceive, and the shares represented by such Certificate so surrendered shall forthwith be forthwith cancelled. No interest will be paid or accrued on the Merger Considerationcanceled. In the event of a transfer of ownership of shares of Company Common Stock that is not registered on in the transfer records of the Company, the Merger Consideration to be paid to such holder of Company Common Stock pursuant to Section 3.1 of this Agreement payment may be paid made to such transferee if a person other than the person in whose name the Certificate representing so surrendered is registered, if such Company Common Stock is presented to the Payment Agent accompanied by all documents required to evidence and effect such Certificate shall be properly endorsed or otherwise be in proper form for transfer and to evidence that the person requesting such payment shall pay any applicable transfer or other Taxes have required by reason of the payment to a person other than the registered holder of such Certificate or establish to the satisfaction of Parent that such tax has been paid or, alternatively, payments of such Taxes to the Payment Agentor is not applicable. Until surrendered as contemplated by this Section 3.22.02, each Certificate shall be deemed, deemed at any time after the Effective Time, Time to represent only the right to receive upon such surrender the Merger Consideration, as provided in this Article III. If any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person claiming the Certificate to be lost, stolen or destroyed and, if required by Parent, the posting by the Person of a bond in such reasonable amount as Parent may direct as indemnity against any claim that may be made against it with respect to the Certificate, the Payment Agent will issue for the lost, stolen or destroyed Certificate, the Merger Consideration, with respect to Consideration into which the shares of Company Common Stock formerly theretofore represented by such Certificate as provided in this Article IIIhave been converted pursuant to Section 2.01(c). No interest shall be paid or accrue on any cash payable upon surrender of any Certificate.

Exchange Procedures. As soon as reasonably practicable after the Effective Time, the Payment Exchange Agent shall mail to each holder of record of a Certificate certificate or certificates (the "Certificates, ") that immediately prior to the Effective Time represented outstanding shares of CDnow Common Stock whose shares were converted into the right to receive Merger Consideration pursuant to Section 2.01 (i) a letter of transmittal in customary form (which shall specify that delivery shall be effected, and risk of loss and title to the Certificate Certificates shall pass, only upon delivery of the Certificate Certificates to the Payment Agent, Exchange Agent and shall be in such form and have such other customary provisions as Parent Holdco may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificate Certificates in exchange for the Merger Consideration. Upon surrender of a Certificate for cancellation cancelation to the Payment Exchange Agent, together with a such letter of transmittal, duly executed executed, and completed in accordance with such other documents as may reasonably be required by the instructions theretoExchange Agent, Parent shall cause to be delivered to the person in whose name holder of such Certificate shall have been issued, or be entitled to such person as such person shall direct receive in writing in the letter exchange therefor a certificate representing that number of transmittal, a check or wire transfer representing the amount whole shares of cash which Holdco Class A Common Stock that such holder has the right to receive in respect of the Certificate surrendered pursuant to the provisions of Section 3.1 of this Agreement, after giving effect to any required withholding taxArticle II, and the shares represented by Certificate so surrendered shall forthwith be canceled. Until such Certificate time as a certificate representing Holdco Class A Common Stock is issued to or at the direction of the holder of a surrendered Certificate, such Holdco Class A Common Stock shall be forthwith cancelled. No interest will deemed not outstanding and shall not be paid or accrued entitled to vote on the Merger Considerationany matter. In the event of a transfer of ownership of shares of Company CDnow Common Stock that is not registered on in the transfer records of CDnow, a certificate representing the Company, the Merger Consideration to be paid to such holder appropriate number of Company shares of Holdco Common Stock pursuant to Section 3.1 of this Agreement may be paid issued to such transferee if a person other than the person in whose name the Certificate representing so surrendered is registered, if such Company Common Stock is presented to the Payment Agent accompanied by all documents required to evidence and effect such Certificate shall be properly endorsed or otherwise be in proper form for transfer and to evidence that the person requesting such payment shall pay any applicable transfer or other Taxes have taxes required by reason of the issuance of shares of Holdco Class A Common Stock to a person other than the registered holder of such Certificate or establish to the satisfaction of Holdco that such tax has been paid or, alternatively, payments of such Taxes to the Payment Agentor is not applicable. Until surrendered as contemplated by this Section 3.22.02, each Certificate shall be deemed, deemed at any time after the Effective Time, Time to represent only the right to receive upon such surrender the Merger Consideration, Consideration as provided in contemplated by this Article IIISection 2.02. If No interest shall be paid or accrue on any Certificate shall have been lost, stolen or destroyed, cash payable upon the making surrender of an affidavit of that fact by the Person claiming the Certificate to be lost, stolen or destroyed and, if required by Parent, the posting by the Person of a bond in such reasonable amount as Parent may direct as indemnity against any claim that may be made against it with respect to the Certificate, the Payment Agent will issue for the lost, stolen or destroyed Certificate, the Merger Consideration, with respect to the shares of Company Common Stock formerly represented by such Certificate as provided in this Article III.

Exchange Procedures. As soon as reasonably practicable after the Effective Time, the Payment Paying Agent shall mail to each holder of record record, as of the Effective Time, of a Certificate certificate or certificates, which immediately prior to the Effective Time represented outstanding Shares (the "Certificates"), whose Shares were converted pursuant to Section 2.1 into the right to receive the Merger Consideration (i) a letter of transmittal in customary form (which shall specify that delivery shall be effected, and risk of loss and title to the Certificate Certificates shall pass, only upon delivery of the Certificate Certificates to the Payment Agent, Paying Agent and shall be in such form and have such other customary provisions as Parent may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificate Certificates in exchange for payment of the Merger Consideration. Upon surrender of a Certificate for cancellation to the Payment AgentPaying Agent or to such other agent or agents as may be appointed by Parent, together with a such letter of transmittal, duly executed and completed in accordance with executed, the instructions thereto, Parent shall cause to be delivered to the person in whose name holder of such Certificate shall have been issued, or to such person as such person shall direct in writing in the letter of transmittal, a check or wire transfer representing the amount of cash which such holder has the right be entitled to receive in respect of exchange therefor the Certificate surrendered pursuant to the provisions of Section 3.1 of this Agreement, after giving effect to any required withholding tax, and the shares Merger Consideration for each Share formerly represented by such Certificate and the Certificate so surrendered shall forthwith be forthwith cancelledcanceled. No interest will be paid or accrued on the Merger Consideration. In cash payable upon the event of a transfer of ownership of shares of Company Common Stock that is not registered on the transfer records surrender of the CompanyCertificates. If payment of the Merger Consideration is to be made to a person other than the person in whose name the surrendered Certificate is registered, it shall be a condition of payment that the Certificate so surrendered shall be properly endorsed or shall be otherwise in proper form for transfer and that the person requesting such payment shall have paid any transfer and other taxes required by reason of the payment of the Merger Consideration to be paid to such a person other than the registered holder of Company Common Stock pursuant to Section 3.1 of this Agreement may be paid to such transferee if the Certificate representing such Company Common Stock is presented surrendered or shall have established to the Payment Agent accompanied by all documents required to evidence and effect satisfaction of the Surviving Corporation that such transfer and to evidence that any applicable transfer or other Taxes have tax either has been paid or, alternatively, payments of such Taxes to the Payment Agentor is not applicable. Until surrendered as contemplated by this Section 3.22.2, each Certificate shall be deemed, deemed at any time after the Effective Time, Time to represent only the right to receive upon surrender the Merger Consideration, Consideration in cash as provided in contemplated by this Article III. If any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person claiming the Certificate to be lost, stolen or destroyed and, if required by Parent, the posting by the Person of a bond in such reasonable amount as Parent may direct as indemnity against any claim that may be made against it with respect to the Certificate, the Payment Agent will issue for the lost, stolen or destroyed Certificate, the Merger Consideration, with respect to the shares of Company Common Stock formerly represented by such Certificate as provided in this Article IIISection 2.2.

Exchange Procedures. As soon as practicable after Upon surrender to the Paying Agent for cancellation of a certificate which immediately prior to the Effective Time, the Payment Agent shall mail to each holder of record of a Certificate or Certificates, (i) a letter of transmittal in customary form (which shall specify that delivery shall be effected, and risk of loss and title to the Certificate shall pass, only upon delivery of the Certificate to the Payment Agent, and shall be in such form and have such other customary provisions as Parent may reasonably specify) and (ii) instructions for effecting the surrender of the Certificate in exchange for the Merger Consideration. Upon surrender of a Certificate for cancellation to the Payment AgentTime represented Common Shares, together with a letter of transmittaltransmittal and such other customary documents as may be required by the instructions to the letter of transmittal (collectively, duly executed the "Certificate") and completed acceptance thereof by the Paying Agent, the holder of such Certificate shall be entitled to receive in exchange therefor the amount of cash into which the number of Common Shares previously represented by such Certificate shall have been converted pursuant to Section 1.9. 1. The Paying Agent shall accept such Certificate upon compliance with such reasonable terms and conditions as the Paying Agent may impose to effect an orderly exchange thereof in accordance with normal exchange practices. If the instructions thereto, Parent shall cause Merger Consideration (or any portion thereof) is to be delivered to any person other than the person in whose name such Certificate shall have been issued, or to such person as such person shall direct in writing in the letter of transmittal, a check or wire transfer representing the amount of cash which such holder has the right to receive in respect of the Certificate representing Common Shares surrendered pursuant to the provisions of Section 3.1 of this Agreement, after giving effect to any required withholding tax, and the shares represented by such Certificate shall be forthwith cancelled. No interest will be paid or accrued on the Merger Consideration. In the event of a transfer of ownership of shares of Company Common Stock that in exchange therefor is not registered on the transfer records record books of the Company, the Merger Consideration to it shall be paid a condition to such exchange that the Certificate so surrendered shall be properly endorsed or otherwise be in proper form for transfer and that the person requesting such exchange shall pay to the Paying Agent any transfer or other taxes required by reason of the payment of such consideration to a person other than the registered holder of Company Common Stock pursuant to Section 3.1 of this Agreement may be paid to such transferee if the Certificate surrendered, or shall establish to the satisfaction of the Paying Agent that such tax has been paid or is not applicable. After the Effective Time, there shall be no further transfer on the records of the Company or its transfer agent of any Certificate representing Common Shares and if any such Company Common Stock Certificate is presented to the Payment Agent accompanied by all documents required to evidence and effect such transfer and to evidence that any applicable transfer or other Taxes have been paid orCompany for transfer, alternatively, payments it shall be cancelled against delivery of such Taxes to the Payment AgentMerger Consideration as hereinabove provided. Until surrendered as contemplated by this Section 3.21.10.2, each Certificate representing Common Shares (other than a Certificate representing Common Shares to be cancelled in accordance with Section 1.9.2), shall be deemed, deemed at any time after the Effective Time, Time to represent only the right to receive upon such surrender the Merger Consideration, as provided in this Article III. If without any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person claiming the Certificate to be lost, stolen or destroyed and, if required by Parent, the posting by the Person of a bond in such reasonable amount as Parent may direct as indemnity against any claim that may be made against it with respect to the Certificate, the Payment Agent will issue for the lost, stolen or destroyed Certificate, the Merger Consideration, with respect to the shares of Company Common Stock formerly represented by such Certificate as provided in this Article IIIinterest thereon.

Exchange Procedures. As soon as reasonably practicable after the Effective Time, the Payment Exchange Agent shall mail to each holder of record of a Certificate or Certificateswhose shares were converted into the right to receive the applicable Merger Consideration pursuant to Section 2.01, (i) a form of letter of transmittal in customary form (which shall specify that delivery shall be effected, and risk of loss and title to the Certificate Certificates shall pass, only upon delivery of the Certificate Certificates to the Payment Agent, Exchange Agent and shall be in such customary form and have such other customary provisions as Parent may reasonably specify) and (ii) instructions for effecting use in surrendering the surrender of the Certificate Certificates in exchange for the applicable Merger ConsiderationConsideration with respect thereto. Upon surrender of a Certificate for cancellation cancelation to the Payment Exchange Agent, together with a such letter of transmittal, duly executed completed and completed validly executed, and such other documents as may reasonably be required by the Exchange Agent, the holder of such Certificate shall be entitled to receive in exchange therefor a receipt evidencing that number of whole Parent ADSs (together with cash in lieu of any fractional Parent ADS in accordance with Section 2.03(e)), if any, and the instructions theretoamount of cash, Parent shall cause to be delivered to if any, that the person in whose name aggregate number of shares of Company Common Stock previously represented by such Certificate shall have been issued, or converted pursuant to such person as such person shall direct in writing in the letter of transmittal, a check or wire transfer representing the amount of cash which such holder has Section 2.01 into the right to receive receive, together with certain dividends or other distributions in respect of the Certificate surrendered pursuant to the provisions of accordance with Section 3.1 of this Agreement, after giving effect to any required withholding tax2.02(c), and the shares represented by such Certificate so surrendered shall forthwith be forthwith cancelled. No interest will be paid or accrued on the Merger Considerationcanceled. In the event of a transfer of ownership of shares of Company Common Stock that is not registered on in the transfer records of the Company, a receipt evidencing the Merger Consideration to be paid to such holder proper number of Company Common Stock pursuant to Section 3.1 of this Agreement Parent ADSs may be paid issued and/or the proper amount of cash may be paid, as appropriate, in exchange therefor to such transferee if a person other than the person in whose name the Certificate representing so surrendered is registered if such Company Common Stock is presented to the Payment Agent accompanied by all documents required to evidence and effect such Certificate shall be properly endorsed or otherwise be in proper form for transfer and to evidence that the person requesting such issuance shall pay any applicable transfer or other Taxes have taxes required by reason of the issuance of Parent ADSs to a person other than the registered holder of such Certificate or establish to the satisfaction of Parent that such tax has been paid or, alternatively, payments of such Taxes to the Payment Agentor is not applicable. Until surrendered as contemplated by this Section 3.22.03(b), each Certificate shall be deemed, deemed at any time after the Effective Time, Time to represent only the right to receive upon such surrender the Merger Consideration, as provided in Consideration that the holder thereof has the right to receive pursuant to the provisions of this Article III. If II, certain dividends or other distributions in accordance with Section 2.03(c) and cash in lieu of any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person claiming the Certificate to be lost, stolen or destroyed and, if required by Parent, the posting by the Person of a bond fractional Parent ADS in such reasonable amount as Parent may direct as indemnity against any claim that may be made against it with respect to the Certificate, the Payment Agent will issue for the lost, stolen or destroyed Certificate, the Merger Consideration, with respect to the shares of Company Common Stock formerly represented by such Certificate as provided in this Article III.accordance with

Exchange Procedures. As soon as reasonably practicable after the Effective Time, Parent shall cause the Payment Paying Agent shall to mail to each holder of record whose shares of a Certificate or CertificatesCompany Common Stock were converted into the right to receive the Merger Consideration, (i) a form of letter of transmittal in customary form (which shall specify that delivery shall be effected, and risk of loss and title to the Certificate certificates that immediately prior to the Effective Time represented shares of Company Common Stock (the “Certificates”) shall pass, only upon proper delivery of the Certificate Certificates to the Payment AgentPaying Agent or, in the case of book-entry shares that immediately prior to the Effective Time represented shares of Company Common Stock (“Book-Entry Shares”), upon adherence to the procedures set forth in the letter of transmittal, and shall be in such customary form and have such other customary provisions as Parent may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificate Certificates (or effective affidavits of loss in lieu thereof) or Book-Entry Shares in exchange for the Merger Consideration. Upon Each holder of record of one or more Certificates or Book-Entry Shares shall, upon surrender of a Certificate for cancellation to the Payment AgentPaying Agent of such Certificates or Book-Entry Shares, together with a such letter of transmittal, duly executed executed, and completed such other documents as may reasonably be required by the Paying Agent, be entitled to receive in accordance with the instructions thereto, Parent shall cause to be delivered to the person in whose name such Certificate shall have been issued, or to such person as such person shall direct in writing in the letter of transmittal, a check or wire transfer representing exchange therefor the amount of cash to which such holder has the right to receive in respect of the Certificate surrendered is entitled pursuant to the provisions of Section 3.1 of this Agreement, after giving effect to any required withholding tax3.01(c), and the shares represented by such Certificate Certificates or Book-Entry Shares so surrendered shall forthwith be forthwith cancelled. No interest will be paid or accrued on the Merger Considerationcanceled. In the event of a transfer of ownership of shares of Company Common Stock that which is not registered on in the transfer records of the Company, payment of the Merger Consideration to be paid to such holder of Company Common Stock pursuant to in accordance with this Section 3.1 of this Agreement 3.02(b) may be paid made to such transferee if a person other than the person in whose name the Certificate representing or Book-Entry Share so surrendered is registered if such Company Common Stock is presented to the Payment Agent Certificate or Book-Entry Share shall be properly endorsed or otherwise be in proper form for transfer (and accompanied by all documents required to evidence and effect such transfer transfer) and to evidence that the person requesting such payment shall pay any applicable transfer or other Taxes have been paid or, alternatively, payments taxes required by reason of the payment of the Merger Consideration to a person other than the registered holder of such Taxes to the Payment AgentCertificate or Book-Entry Share. Until surrendered as contemplated by this Section 3.23.02(b), each Certificate and each Book-Entry Share (other than Certificates or Book-Entry Shares representing Dissenting Shares, Cancelled Shares and Remaining Shares) shall be deemed, deemed at any time after the Effective Time, Time to represent only the right to receive upon such surrender the Merger Consideration, as provided in this Article III. If No interest shall be paid or will accrue on any Certificate shall have been lost, stolen payment to holders of Certificates or destroyed, upon the making of an affidavit of that fact by the Person claiming the Certificate to be lost, stolen or destroyed and, if required by Parent, the posting by the Person of a bond in such reasonable amount as Parent may direct as indemnity against any claim that may be made against it with respect Book-Entry Shares pursuant to the Certificate, the Payment Agent will issue for the lost, stolen or destroyed Certificate, the Merger Consideration, with respect to the shares provisions of Company Common Stock formerly represented by such Certificate as provided in this Article III.

Exchange Procedures. As soon as reasonably practicable after the Effective Time, the Payment Exchange Agent shall mail to each holder of record of a Certificate certificate or certificates which immediately prior to the Effective Time represented outstanding shares of Company Common Stock or Company Preferred Stock (the "Certificates") whose shares were converted into the right to receive the Merger Consideration or shares of Parent New Preferred Stock, as applicable, pursuant to Section 2.1, (i) a letter of transmittal in customary form (which shall specify that delivery shall be effected, and risk of loss and title to the Certificate Certificates shall pass, only upon delivery of the Certificate Certificates to the Payment Agent, Exchange Agent and shall be in such form and have such other customary provisions as the Company and Parent may reasonably specify) and (ii) instructions for effecting use in surrendering the surrender of the Certificate Certificates in exchange for the Merger ConsiderationConsideration or shares of Parent New Preferred Stock, as applicable. Upon surrender of a Certificate for cancellation to the Payment Exchange Agent, together with a such letter of transmittal, duly executed executed, and completed in accordance with such other documents as may reasonably be required by the instructions theretoExchange Agent, Parent shall cause to be delivered to the person in whose name holder of such Certificate shall have been issued, be entitled to receive in exchange therefor a certificate representing that number of whole shares of Parent Common Stock or to such person as such person shall direct in writing in the letter of transmittal, a check or wire transfer representing the amount of cash Parent New Preferred Stock which such holder has the right to receive in respect of the Certificate surrendered pursuant to the provisions of this Article II, certain dividends or other distributions in accordance with Section 3.1 2.2(c) and cash in lieu of this Agreement, after giving effect to any required withholding taxfractional share of Parent Common Stock in accordance with Section 2.2(e), and the shares represented by such Certificate so surrendered shall forthwith be forthwith cancelled. No interest will be paid or accrued on the Merger Consideration. In the event of a transfer surrender of ownership of a Certificate representing shares of Company Common Stock that is or Company Preferred Stock which are not registered on in the transfer records of the CompanyCompany under the name of the person surrendering such Certificate, a certificate representing the Merger Consideration to be paid to such holder proper number of Company shares of Parent Common Stock pursuant to Section 3.1 of this Agreement or Parent New Preferred Stock may be paid issued to such transferee if a person other than the person in whose name the Certificate representing so surrendered is registered if such Company Common Stock is presented to the Payment Agent accompanied by all documents required to evidence and effect such Certificate shall be properly endorsed or otherwise be in proper form for transfer and to evidence that the person requesting such issuance shall pay any applicable transfer or other Taxes have taxes required by reason of the issuance of shares of Parent Common Stock or Parent New Preferred Stock to a person other than the registered holder of such Certificate or establish to the satisfaction of Parent that such tax has been paid or, alternatively, payments of such Taxes to the Payment Agentor is not applicable. Until surrendered as contemplated by this Section 3.22.2, each Certificate shall be deemed, deemed at any time after the Effective Time, Time to represent only the right to receive upon such surrender the Merger ConsiderationConsideration or shares of Parent New Preferred Stock, as provided applicable, which the holder thereof has the right to receive in respect of such Certificate pursuant to the provisions of this Article IIIII, certain dividends or other distributions in accordance with Section 2.2(c) and cash in lieu of any fractional share of Parent Common Stock in accordance with Section 2.2(e). If No interest shall be paid or will accrue on any Certificate shall have been lost, stolen or destroyed, upon the making cash payable to holders of an affidavit of that fact by the Person claiming the Certificate to be lost, stolen or destroyed and, if required by Parent, the posting by the Person of a bond in such reasonable amount as Parent may direct as indemnity against any claim that may be made against it with respect Certificates pursuant to the Certificate, the Payment Agent will issue for the lost, stolen or destroyed Certificate, the Merger Consideration, with respect to the shares provisions of Company Common Stock formerly represented by such Certificate as provided in this Article IIIII.

Exchange Procedures. As soon (a) If any portion of the Merger Consideration is to be paid to a Person other than the Person in whose name a Certificate surrendered pursuant to Section 2.03(c) is registered, it shall be a condition to such payment that such Certificate shall be properly endorsed or otherwise be in proper form for transfer, as practicable applicable, and the Person requesting such payment shall inform the Exchange Agent, pursuant to an agreement entered into prior to Closing, whether any transfer or other similar Taxes are required as a result of such payment to a Person other than the registered holder of such Certificate, or establish to the reasonable satisfaction of the Exchange Agent that such Taxes are not payable. If such transfer or other similar Taxes are payable pursuant to the preceding sentence, then the Exchange Agent shall withhold and deduct from the Merger Consideration (including cash in lieu of fractional shares of NBT Stock) otherwise payable pursuant to this Agreement to the designated Person other than the registered holder, such amounts as the Exchange Agent determines are necessary based on the information supplied by the registered holder. The Exchange Agent (or, subsequent to the twelve (12) month anniversary of the Effective Time, NBT) shall be entitled to deduct and withhold from the Merger Consideration (including cash in lieu of fractional shares of NBT Stock) otherwise payable pursuant to this Agreement to any holder of E▇▇▇▇ Stock such amounts as the Exchange Agent or NBT, as the case may be, is required to deduct and withhold under the Code, or any provision of state, local or foreign Tax law, with respect to the making of such payment. To the extent that any amounts are withheld by the Exchange Agent or NBT, as the case may be, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the holder of shares of E▇▇▇▇ Stock in respect of whom such deduction and withholding was made by the Exchange Agent or NBT, as the case may be. (b) At least one (1) business day prior to the Effective Time, NBT shall deposit, or shall cause to be deposited, with the Exchange Agent, for the benefit of the holders of E▇▇▇▇ Stock pursuant to this Article II (i) certificates, or at NBT’s option, evidence of shares in book-entry form, representing the shares of NBT Stock, sufficient to pay the aggregate Merger Consideration required pursuant to this Article II, and (ii) an aggregate amount of cash sufficient to pay the estimated amount of cash to be paid in lieu of fractional shares of NBT Stock, each to be given to the holders of E▇▇▇▇ Stock in exchange for Certificates pursuant to this Article II. Until the twelve (12) month anniversary of the Effective Time, NBT shall make available on a timely basis or cause to be made available to the Exchange Agent the following: (i) certificates, or at NBT’s option, evidence of shares in book-entry form, representing the shares of NBT Stock, sufficient to pay the aggregate Merger Consideration required pursuant to this Article II, and (ii) an aggregate amount of cash sufficient to pay the estimated amount of cash to be paid in lieu of fractional shares of NBT Stock, each to be given to the holders of E▇▇▇▇ Stock in exchange for Certificates pursuant to this Article II. Upon such twelve (12) month anniversary, any such cash or certificates remaining in the possession of the Exchange Agent, together with any earnings in respect thereof, shall be delivered to NBT. Any holder of Certificates who has not theretofore exchanged his or her Certificates for the Merger Consideration pursuant to this Article II or who has not theretofore submitted a letter of transmittal, if required, shall thereafter be entitled to look exclusively to NBT, and only as a general creditor thereof, for the Merger Consideration, as applicable, to which he or she may be entitled upon exchange of such Certificates pursuant to this Article II. If outstanding Certificates are not surrendered, or the payment for the Certificates is not claimed prior to the date on which such payment would otherwise escheat to or become the property of any Governmental Authority, the unclaimed items shall, to the extent permitted by abandoned property and any other applicable law, become the property of NBT (and to the extent not in its possession shall be delivered to it), free and clear of all Liens of any Person previously entitled to such property. Neither the Exchange Agent nor any of the parties hereto shall be liable to any holder of E▇▇▇▇ Stock represented by any Certificate for any consideration paid to a public official pursuant to applicable abandoned property, escheat or similar laws. NBT and the Exchange Agent shall be entitled to rely upon the stock transfer books of E▇▇▇▇ to establish the identity of those Persons entitled to receive the Merger Consideration, which books shall be conclusive with respect thereto. (c) Promptly after the Effective Time, NBT shall cause the Payment Exchange Agent shall to mail or deliver to each Person who was, immediately prior to the Effective Time, a holder of record of E▇▇▇▇ Stock a Certificate or Certificatesnotice advising such holders of the effectiveness of the Merger, (i) including a letter of transmittal in customary a form (reasonably satisfactory to NBT and E▇▇▇▇ containing instructions for use in effecting the surrender of Certificates in exchange for the Merger Consideration which shall specify that delivery shall be effected, and risk of loss and title to the Certificate Certificates shall pass, only upon with respect to shares evidenced by Certificates, proper delivery of the Certificate to the Payment AgentExchange Agent of such Certificates and the transmittal materials, duly, completely and shall be validly executed in such form and have such other customary provisions as Parent may reasonably specify) and (ii) accordance with the instructions for effecting the surrender of the Certificate in exchange for the Merger Considerationthereto. Upon surrender to the Exchange Agent of a Certificate for cancellation to the Payment Agent, together with a such letter of transmittal, duly executed and completed in accordance with the instructions thereto, Parent shall cause to be delivered to the person in whose name holder of such Certificate shall have been issuedpromptly be provided in exchange therefor, but in no event later than five (5) Business Days after due surrender, (x) a certificate, or at the election of NBT, a statement reflecting shares issued in book-entry form, representing the number of whole shares of NBT Stock that such holder is entitled pursuant to such person as such person shall direct in writing this Article II, and (y) a check in the letter amount equal to the sum of transmittal, a check (A) any cash in lieu of fractional shares pursuant to Section 2.03(f) and (B) any dividends or wire transfer representing the amount of cash which other distributions that such holder has the right to receive in respect of the Certificate surrendered is entitled pursuant to the provisions of Section 3.1 of this Agreement, after giving effect to any required withholding tax2.03(e), and the shares represented by such Certificate so surrendered shall forthwith be forthwith cancelledcanceled. No interest will accrue or be paid or accrued on the Merger Consideration. with respect to any property to be delivered upon surrender of Certificates. (d) In the event of a transfer of ownership of shares of Company Common Stock that is not registered on the transfer records of the Company, the Merger Consideration to be paid to such holder of Company Common Stock pursuant to Section 3.1 of this Agreement may be paid to such transferee if the Certificate representing such Company Common Stock is presented to the Payment Agent accompanied by all documents required to evidence and effect such transfer and to evidence that any applicable transfer or other Taxes have been paid or, alternatively, payments of such Taxes to the Payment Agent. 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 surrender the Merger Consideration, as provided in this Article III. If any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person claiming the such Certificate to be lost, stolen or destroyed and, if required by ParentNBT or the Exchange Agent, the posting by the such Person of a bond in such reasonable customary amount as Parent may direct as indemnity against any claim that may be made against it or the Surviving Corporation with respect to the such Certificate, NBT shall cause the Payment Exchange Agent will to issue for the Merger Consideration deliverable to such Person, and any cash, unpaid dividends or other distributions that would be payable or deliverable to such Person, in respect of the shares of E▇▇▇▇ Stock represented by such lost, stolen or destroyed Certificate, . (e) No dividends or other distributions with respect to NBT Stock with a record date after the Merger Consideration, Effective Time shall be paid to the holder of any unsurrendered Certificate with respect to the shares of Company Common NBT Stock formerly represented thereby, and no cash payment in lieu of fractional shares shall be paid to any such holder pursuant to subsection (f) below, and all such dividends, other distributions and cash in lieu of fractional shares of NBT Stock shall be paid by NBT to the Exchange Agent, in each case until the surrender of such Certificate in accordance with this Section 2.03. Subject to the effect of applicable abandoned property, escheat or similar laws, following surrender of any such Certificate there shall be paid to the holder of the whole shares of NBT Stock issued in exchange therefor, without interest, (i) at the time of such surrender, the amount of dividends or other distributions with a record date after the Effective Time theretofore paid with respect to such whole shares of NBT Stock and the amount of any cash payable in lieu of a fractional share of NBT Stock to which such holder is entitled pursuant to subsection (f), and (ii) at the appropriate payment date, the amount of dividends or other distributions with a record date after the Effective Time but prior to such surrender and with a payment date subsequent to such surrender payable with respect to such whole shares of NBT Stock. NBT shall make available to the Exchange Agent cash for these purposes, if necessary. (f) Notwithstanding any other provision hereof, no fractional shares of NBT Stock and no certificates or scrip therefor, or other evidence of ownership thereof, will be issued in the Merger; no dividend or distribution by NBT shall relate to such fractional share interests; and such fractional share interests will not entitle the owner thereof to vote or to any other rights as provided a stockholder of NBT. In lieu of any such fractional shares, NBT shall pay to each holder of a fractional share of NBT Stock an amount of cash (without interest) determined by multiplying the fractional share interest to which such holder would otherwise be entitled by the average of the daily closing prices during the regular session of NBT Stock as reported on NASDAQ for the five (5) consecutive trading days ending on the third Business Day immediately prior to the Closing Date, rounded to the nearest whole cent (the “NBT Measurement Price”). (g) NBT, in the exercise of its reasonable discretion, shall have the right to make all determinations, not inconsistent with the terms of this Article IIIAgreement, governing (A) the issuance and delivery of shares of NBT Stock into which shares of E▇▇▇▇ Stock are converted in the Merger and (B) the method of payment of cash in lieu of fractional shares of NBT Stock.

Exchange Procedures. As soon as practicable (i) Promptly after the CPI Merger Effective Time, the Payment Agent Parent shall mail cause to be mailed to each Person who was, at the CPI Merger Effective Time, a holder of record of a Certificate or Certificates, issued and outstanding CPI Shares (i) a letter of transmittal in customary form (which shall specify specifying that delivery shall be effected, and the risk of loss and title to the each CPI Certificate shall pass, only upon delivery of the such CPI Certificate (or affidavits of loss in lieu thereof) to the Payment Paying Agent, and shall such letter of transmittal to be in 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 Certificate in exchange for the CPI Merger Consideration. Upon surrender of a Certificate for cancellation to the Payment AgentPaying Agent of any CPI Certificate, together with a such letter of transmittal, duly executed and completed in accordance with the instructions thereto, Parent shall promptly cause to be delivered paid to the person in whose name such Certificate shall have been issued, or to such person as such person shall direct in writing in the letter of transmittal, Person(s) entitled thereto a check or wire transfer representing of "same day" funds in the amount of cash to which such holder has the right to receive in respect of the Certificate surrendered Person(s) are entitled pursuant to the provisions of Section 3.1 of this Agreement4.1(a), after giving effect to any required withholding tax, and the shares represented by tax withholdings. Any such CPI Certificate shall then be forthwith cancelledcanceled. No interest will be paid or accrued 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 the 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 Parent 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. In Upon surrender to the event Paying Agent of a transfer any Company Certificate, together with such letter of ownership of shares of transmittal, duly executed and completed in accordance with the instructions thereto, and such other documents as may be required pursuant to such instructions Parent and/or the Surviving Company Common Stock that is not registered on the transfer records of the Company, the Merger Consideration shall promptly cause to be paid to the Person(s) entitled thereto a check in the amount to which such holder of Company Common Stock Person(s) are entitled pursuant to Section 3.1 of this Agreement may 4.2(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 such transferee if be made to a Person other than the registered holder of the Certificate representing surrendered, it shall be a condition of such Company Common Stock is presented to payment that the Payment Agent accompanied by all documents required to evidence and effect such Certificate so surrendered shall be properly endorsed or otherwise in proper form for transfer and to evidence that the Person requesting such payment shall pay any applicable transfer or other Taxes have taxes required by reason of the payment to a person other than the registered holder of the Certificate surrendered or establish to the satisfaction of the Surviving 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, alternatively, payments or is not applicable. (iv) For the purposes of such Taxes to the Payment Agent. 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 surrender the Merger Consideration, as provided in this Article III. If any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person claiming the Certificate to be lost, stolen or destroyed and, if required by ParentAgreement, the posting by the Person 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 (as defined in Section 5.1(d)) or other entity of a bond in such reasonable amount as Parent may direct as indemnity against any claim that may be made against it with respect to the Certificate, the Payment Agent will issue for the lost, stolen kind or destroyed Certificate, the Merger Consideration, with respect to the shares of Company Common Stock formerly represented by such Certificate as provided in this Article IIInature.

Exchange Procedures. As soon as reasonably practicable after the Effective Time, Parent shall instruct the Payment Exchange Agent shall to mail to each holder of record of a Certificate certificate or certificates ("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 pursuant to Section 2.6, (i) a letter of transmittal in customary form and containing such provisions as Parent may reasonably specify (which shall specify including a provision confirming that delivery of Company Stock Certificates shall be effected, and risk of loss and title to the Certificate Certificates shall pass, only upon delivery of the Certificate such Certificates to the Payment Agent, Exchange Agent and shall be in such form and have contain such other customary provisions as Parent may reasonably specify) ), and (ii) instructions for use in effecting the surrender of the Certificate Certificates in exchange for payment of the Merger Consideration. Upon surrender of a Certificate Certificates for cancellation to the Payment AgentExchange Agent for exchange, together with a duly executed letter of transmittaltransmittal and such other documents as may be reasonably required by the Exchange Agent or Parent, duly executed the holder of such Certificates shall be entitled to receive in exchange therefor the Merger Consideration and completed in accordance with any dividends or distributions payable pursuant to Section 2.7(d), and the instructions theretoCertificates so surrendered shall be canceled. Until so surrendered, Parent outstanding Certificates shall cause be deemed, from and after the Effective Time, for all corporate purposes, to be delivered to the person in whose name such Certificate shall have been issued, or to such person as such person shall direct in writing in the letter of transmittal, a check or wire transfer representing the amount of cash which such holder has evidence only the right to receive in respect of exchange therefor the Certificate surrendered Merger Consideration and any dividends or distributions payable pursuant to the provisions of Section 3.1 of this Agreement, after giving effect to any required withholding tax, and the shares represented by such Certificate shall be forthwith cancelled2.7(d). No interest will be paid or accrued on the Merger Consideration. In the event any cash in lieu of a transfer of ownership of fractional shares of Company Parent Common Stock that is not registered on the transfer records of the Company, included in the Merger Consideration or on any unpaid dividends or distributions payable to holders of Certificates. If payment is to be paid made to such holder a person other than the person in whose name the surrendered Certificate is registered, it shall be a condition of Company Common Stock pursuant to Section 3.1 of this Agreement may be paid to such transferee if payment that the Certificate representing such Company Common Stock is presented to the Payment Agent accompanied by all documents required to evidence and effect such so surrendered shall be promptly endorsed or otherwise in proper form for transfer and to evidence that the person requesting such payment shall pay any applicable transfer or other Taxes have taxes required by reason of the payment to a person other than the registered holder of the surrendered Certificate or established to the satisfaction of the Surviving Corporation that such tax has been paid or, alternatively, payments of such Taxes to the Payment Agent. 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 surrender the Merger Consideration, as provided in this Article III. If any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person claiming the Certificate to be lost, stolen or destroyed and, if required by Parent, the posting by the Person of a bond in such reasonable amount as Parent may direct as indemnity against any claim that may be made against it with respect to the Certificate, the Payment Agent will issue for the lost, stolen or destroyed Certificate, the Merger Consideration, with respect to the shares of Company Common Stock formerly represented by such Certificate as provided in this Article IIIis not applicable.

Exchange Procedures. As soon as reasonably practicable after the Effective Time, the Payment Paying Agent shall mail to each holder of record of a Certificate or CertificatesCertificates that immediately prior to the Effective Time evidenced outstanding shares of Company Common Stock whose shares were converted into the right to receive Merger Consideration pursuant to Section 2.1, (i) a letter of transmittal in customary form (which shall specify that delivery shall be effected, and risk of loss and title to the Certificate Certificates shall pass, only upon delivery of the Certificate Certificates to the Payment Agent, Paying Agent and shall be in 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 Certificate Certificates in exchange for the Merger Consideration. Upon surrender of a Certificate for cancellation to the Payment AgentPaying Agent or to such other agent or agents as may be appointed by Parent, together with a such letter of transmittal, duly executed executed, and completed in accordance with such other documents as may reasonably be required by the instructions theretoPaying Agent, Parent shall cause to be delivered to the person in whose name holder of such Certificate shall have been issued, be entitled to receive in exchange therefor (by mail or to such person as such person shall direct in writing in made available for collection by hand if so elected by the letter of transmittal, a check or wire transfer representing surrendering shareholder) the amount of cash which such holder has the right to receive payable in respect of the shares of Company Common Stock theretofore evidenced by such Certificate surrendered pursuant to the provisions of Section 3.1 of this Agreement, after giving effect to any required withholding taxArticle II, and the shares represented by such Certificate so surrendered shall forthwith be forthwith cancelled. No interest will be paid or accrued on the Merger Considerationcanceled. In the event of a transfer of ownership of shares of Company Common Stock that is not registered on in the transfer records of the Company, the Merger Consideration to be paid to such holder of Company Common Stock pursuant to Section 3.1 of this Agreement payment may be paid made to such transferee if a person other than the person in whose name the Certificate representing so surrendered is registered, if such Company Common Stock is presented to the Payment Agent accompanied by all documents required to evidence and effect such Certificate shall be properly endorsed or otherwise be in proper form for transfer and to evidence that the person requesting such payment shall pay any applicable transfer or other Taxes have taxes required by reason of the payment to a person other than the registered holder of such Certificate or establish to the satisfaction of Parent that such tax has been paid or, alternatively, payments of such Taxes to the Payment Agentor is not applicable. Until surrendered as contemplated by this Section 3.22.2, each Certificate shall be deemed, deemed at any time after the Effective Time, Time to represent evidence only the right to receive upon such surrender the Merger Consideration, Consideration as provided in contemplated by this Article IIISection 2.2. If No interest shall be paid or accrue on any Certificate shall have been lost, stolen or destroyed, cash payable upon the making surrender of an affidavit of that fact by the Person claiming the Certificate to be lost, stolen or destroyed and, if required by Parent, the posting by the Person of a bond in such reasonable amount as Parent may direct as indemnity against any claim that may be made against it with respect to the Certificate, the Payment Agent will issue for the lost, stolen or destroyed Certificate, the Merger Consideration, with respect to the shares of Company Common Stock formerly represented by such Certificate as provided in this Article III.

Exchange Procedures. As soon as practicable after the Effective Time, Parent shall cause the Payment Paying Agent shall to mail to each holder of record of a Certificate or Certificates, (i) a letter of transmittal in customary form (which shall specify that delivery shall be effected, and risk of loss and title to the Certificate Certificates shall pass, only upon proper delivery of the Certificate Certificates to the Payment Agent, Paying Agent and which shall be in such the form and have such other customary provisions as Parent and the Surviving Corporation may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificate Certificates in exchange for the Merger Considerationcash (pursuant to Section 2.7) to be received by the holder thereof pursuant to this Agreement. Upon surrender of a Certificate for cancellation to the Payment Paying Agent, together with a letter of transmittal, transmittal duly completed and validly executed and completed in accordance with the instructions thereto, Parent shall cause to and such other documents as may be delivered to the person in whose name such Certificate shall have been issued, or reasonably required pursuant to such person as such person shall direct in writing in instructions, the letter holder of transmittal, a check or wire transfer representing the amount of cash which such holder has the right to receive in respect of the Certificate surrendered pursuant to the provisions of Section 3.1 of this Agreement, after giving effect to any required withholding tax, and the shares represented by such Certificate shall be forthwith cancelled. No interest will be paid or accrued on the Merger Consideration. In the event of a transfer of ownership of shares of Company Common Stock that is not registered on the transfer records of the Company, entitled to receive promptly in exchange therefor the Merger Consideration to be paid to such holder of Company Common Stock pursuant to Section 3.1 of this Agreement may be paid to such transferee if the Certificate representing such Company Common Stock is presented to the Payment Agent accompanied by all documents required to evidence and effect such transfer and to evidence that any applicable transfer or other Taxes have been paid or, alternatively, payments of such Taxes to the Payment Agent. Until surrendered as contemplated by this Section 3.2, for each Certificate shall be deemed, at any time after the Effective Time, to represent only the right to receive upon surrender the Merger Consideration, as provided in this Article III. If any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person claiming the Certificate to be lost, stolen or destroyed and, if required by Parent, the posting by the Person of a bond in such reasonable amount as Parent may direct as indemnity against any claim that may be made against it with respect to the Certificate, the Payment Agent will issue for the lost, stolen or destroyed Certificate, the Merger Consideration, with respect to the shares share of Company Common Stock formerly represented by such Certificate, to be mailed within three (3) Business Days of receipt thereof, and the Certificate so surrendered shall be forthwith cancelled. The Paying Agent shall accept such Certificates upon compliance with such reasonable terms and conditions as provided the Paying Agent may impose to effect an orderly exchange thereof in accordance with normal exchange practices. No interest shall be paid or accrued for the benefit of holders of the Certificates on the Merger Consideration payable upon the surrender of the Certificates. At the Effective Time, the stock transfer books of the Company shall be closed and thereafter, there shall be no further registration of transfers of shares of Company Common Stock theretofore outstanding on the records of the Company. If Certificates are presented to the Company for transfer following the Effective Time, they shall be canceled against delivery of the Merger Consideration. All cash paid upon conversion of shares of Company Common Stock in accordance with the terms of this Article IIIII shall be deemed to have been paid in full satisfaction of all rights pertaining to such shares of Company Common Stock.

Exchange Procedures. As soon as reasonably practicable after the Effective TimeTime of the Merger, the Payment Exchange Agent shall mail to each holder of record of a Certificate certificate or certificates (the "Certificates") which immediately prior to the Effective Time of the Merger represented outstanding shares of Company Common Stock, other than shares to be canceled or retired in accordance with Section 2.01(b), (i) a letter of transmittal in customary form (which shall specify that delivery shall be effected, and risk of loss and title to the Certificate Certificates shall pass, only upon delivery of the Certificate Certificates to the Payment Agent, Exchange Agent and shall be in such form and have such other customary provisions as Parent may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificate Certificates in exchange for the Merger Considerationcertificates representing shares of Parent Common Stock. Upon surrender of a Certificate for cancellation cancelation to the Payment AgentExchange Agent or to such other agent or agents as may be appointed by Parent, together with a such letter of transmittal, duly executed executed, and completed in accordance with such other documents as may reasonably be required by the instructions theretoExchange Agent, Parent shall cause to be delivered to the person in whose name holder of such Certificate shall have been issued, or be entitled to such person as such person shall direct receive in writing in the letter exchange therefor a certificate representing that number of transmittal, a check or wire transfer representing the amount whole shares of cash Parent Common Stock which such holder has the right to receive in respect of the Certificate surrendered pursuant to the provisions of Section 3.1 of this Agreement, after giving effect to any required withholding taxArticle II, and the shares represented by such Certificate so surrendered shall forthwith be forthwith cancelled. No interest will be paid or accrued on the Merger Considerationcanceled. In the event of a transfer of ownership of shares of Company Common Stock that which is not registered on in the transfer records of the Company, a certificate representing the Merger Consideration to be paid to such holder proper number of Company shares of Parent Common Stock pursuant to Section 3.1 of this Agreement may be paid issued to such transferee if a person other than the person in whose name the Certificate representing so surrendered is registered, if such Company Common Stock is presented to the Payment Agent accompanied by all documents required to evidence and effect such Certificate shall be properly endorsed or otherwise be in proper form for transfer and to evidence that the person requesting such payment shall pay any applicable transfer or other Taxes have taxes required by reason of the issuance of shares of Parent Common Stock to a person other than the registered holder of such Certificate or establish to the satisfaction of Parent that such tax has been paid or, alternatively, payments of such Taxes to the Payment Agentor is not applicable. Until surrendered as contemplated by this Section 3.22.02, each Certificate shall be deemed, deemed at any time after the Effective Time, Time of the Merger to represent only the right to receive upon such surrender the Merger Considerationcertificate representing the appropriate number of whole shares of Parent Common Stock, as cash in lieu of any fractional shares of Parent Common Stock and any dividends to the extent provided in Section 2.02(c) as contemplated by this Article IIISection 2.02. If No interest will be paid or will accrue on any Certificate shall have been lost, stolen or destroyed, upon the making cash payable in lieu of an affidavit of that fact by the Person claiming the Certificate to be lost, stolen or destroyed and, if required by Parent, the posting by the Person of a bond in such reasonable amount as Parent may direct as indemnity against any claim that may be made against it with respect to the Certificate, the Payment Agent will issue for the lost, stolen or destroyed Certificate, the Merger Consideration, with respect to the fractional shares of Company Parent Common Stock formerly represented by such Certificate as provided in this Article IIIStock.

Exchange Procedures. As soon as reasonably practicable after the Effective Time, Parent shall cause the Payment Paying Agent shall to mail to each holder of record of a Certificate certificate or certificates which immediately prior to the Effective Time represented outstanding Shares (the "Certificates") whose Shares were converted into the right to receive the Merger Consideration pursuant to Section 2.4, (i) a letter of transmittal in customary form (which shall specify that delivery shall be effected, and risk of loss and title to the Certificate Certificates shall pass, only upon delivery of the Certificate Certificates to the Payment Agent, Paying Agent and shall be in such form and have such other customary provisions not inconsistent with this Agreement as Parent may reasonably specify) and (ii) instructions for effecting use in surrendering the surrender of the Certificate Certificates in exchange for payment of the Merger Consideration. Upon surrender of a Certificate for cancellation to the Payment Paying Agent, together with a such letter of transmittal, duly executed executed, and completed in accordance with such other documents as may reasonably be required by the instructions theretoPaying Agent, Parent shall cause the Paying Agent to be delivered pay to the person holder of such Certificate the Merger Consideration, and the Certificate so surrendered shall forthwith be cancelled. In the event of a surrender of a Certificate representing Shares which are not registered in the transfer records of the Company under the name of the Person surrendering such Certificate, payment may be made to a Person other than the Person in whose name the Certificate so surrendered is registered if such Certificate shall have 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 payment to a Person other than the registered holder of such Certificate or establish to the satisfaction of the Paying Agent that such tax has been issuedpaid or is not applicable. Until surrendered as contemplated by this Section 2.5, or each Certificate (other than Certificates representing Dissenting Shares) shall be deemed at any time after the Effective Time to represent only the right to receive upon such person as such person shall direct in writing in surrender the letter of transmittal, a check or wire transfer representing Merger Consideration which the amount of cash which such holder thereof has the right to receive in respect of the such Certificate surrendered pursuant to the provisions of Section 3.1 of this Agreement, after giving effect to any required withholding tax, and the shares represented by such Certificate shall be forthwith cancelledArticle II. No interest will shall be paid or accrued will accrue on the Merger Consideration. In the event Consideration payable to holders of a transfer of ownership of shares of Company Common Stock that is not registered on the transfer records of the Company, the Merger Consideration to be paid to such holder of Company Common Stock Certificates pursuant to Section 3.1 the provisions of this Agreement may be paid to such transferee if the Certificate representing such Company Common Stock is presented to the Payment Agent accompanied by all documents required to evidence and effect such transfer and to evidence that any applicable transfer or other Taxes have been paid or, alternatively, payments of such Taxes to the Payment Agent. 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 surrender the Merger Consideration, as provided in this Article III. If any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person claiming the Certificate to be lost, stolen or destroyed and, if required by Parent, the posting by the Person of a bond in such reasonable amount as Parent may direct as indemnity against any claim that may be made against it with respect to the Certificate, the Payment Agent will issue for the lost, stolen or destroyed Certificate, the Merger Consideration, with respect to the shares of Company Common Stock formerly represented by such Certificate as provided in this Article IIIII.

Exchange Procedures. As soon promptly as practicable after the Effective Time, and in any event within five business days thereafter, Parent shall cause the Payment Exchange Agent shall to mail to each holder of record of a Certificate or Certificates, shares of Company Common Stock whose shares of Company Common Stock were converted into the right to receive the Merger Consideration pursuant to Section 2.01(a)(i): (i) a letter of transmittal in customary form (which shall specify that delivery shall be effected, and risk of loss and title to the Certificate Certificates shall pass, only upon delivery of the Certificate Certificates to the Payment Agent, Exchange Agent and which shall be in such form and have such other customary provisions as Parent and the Company may reasonably specifyagree) and (ii) instructions for effecting use in surrendering the surrender Certificates (or affidavits of the Certificate loss in lieu thereof) or Book-Entry Shares in exchange for cash comprising the Merger Consideration. Upon surrender of a Book-Entry Share or a Certificate for cancellation to the Payment Exchange Agent, together with a such letter of transmittal, duly executed completed and completed in accordance with validly executed, and/or such other documents as may be reasonably required by the instructions theretoExchange Agent, Parent shall cause to be delivered to the person in whose name holder of such Book-Entry Share or Certificate shall have been issued, or to such person as such person shall direct in writing in the letter of transmittal, a check or wire transfer representing the amount of cash which such holder has the right be entitled to receive in respect of exchange therefor a check for the Certificate surrendered Merger Consideration that such holder is entitled to receive pursuant to the provisions of Section 3.1 of this Agreement, after giving effect to any required withholding taxArticle II, and the shares represented by such Book-Entry Share or Certificate so surrendered shall forthwith be forthwith cancelled. No interest will be paid or accrued on the Merger Considerationcanceled. In the event of a transfer of ownership of shares of Company Common Stock that is not registered on in the transfer records of the Company, a check for the proper amount of cash comprising the Merger Consideration shall be issued to be paid to such holder of Company Common Stock pursuant to Section 3.1 of this Agreement may be paid to such transferee if a person other than the person in whose name the Certificate representing such Company Common Stock so surrendered is presented registered, if, upon presentation to the Payment Agent accompanied by all documents required to evidence and effect Exchange Agent, such transfer and to evidence that Certificate shall be properly endorsed or otherwise be in proper form for transfer. In such case, the amount of any applicable stock transfer or other similar Taxes have been paid or(whether imposed on the registered holder(s), alternativelyor such other person, payments or otherwise) payable on account of such Taxes issuance or transfer to such other person shall be deducted from the amount otherwise payable pursuant to the Payment Agentimmediately preceding sentence, unless evidence satisfactory to the Exchange Agent of the payment of such Taxes, or exemption therefrom, is submitted. Until surrendered as contemplated by this Section 3.22.02(b), each Book-Entry Share and Certificate shall be deemed, deemed at any time after the Effective Time, Time to represent only the right to receive upon such surrender the Merger Consideration, as provided in this Article III. If any Certificate shall have been lost, stolen No interest will be paid or destroyed, upon the making of an affidavit of that fact by the Person claiming the Certificate to be lost, stolen or destroyed and, if required by Parent, the posting by the Person of a bond in such reasonable amount as Parent may direct as indemnity against any claim that may be made against it with respect to the Certificate, the Payment Agent will issue accrue for the lost, stolen or destroyed Certificate, the Merger Consideration, with respect to the benefit of holders of shares of Company Common Stock formerly represented by such Certificate as provided in on the Merger Consideration payable to holders of Company Common Stock pursuant to this Article IIIII.

Exchange Procedures. As soon as reasonably practicable after the Effective Time, the Payment Exchange Agent shall mail to each holder of record of a Certificate certificate or certificates which immediately prior to the Effective Time represented Advantage Health Shares (the "Certificates") whose shares were converted into the right to receive the Merger Consideration pursuant to Section 2.1, (i) a letter of transmittal in customary form (which shall specify that delivery shall be effected, and risk of loss and title to the Certificate Certificates shall pass, only upon delivery of the Certificate Certificates to the Payment Agent, Exchange Agent and shall be in such form and have such other customary provisions as Parent HEALTHSOUTH may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificate Certificates in exchange for the Merger Considerationcertificates representing shares of HEALTHSOUTH Common Stock. Upon surrender of a Certificate for cancellation to the Payment AgentExchange Agent or to such other agent or agents as may be appointed by HEALTHSOUTH, together with a such letter of transmittal, duly executed executed, and completed in accordance with such other documents as may reasonably be required by the instructions theretoExchange Agent, Parent shall cause to be delivered to the person in whose name holder of such Certificate shall have been issued, or be entitled to such person as such person shall direct receive in writing in the letter exchange therefor a certificate representing that number of transmittal, a check or wire transfer representing the amount whole shares of cash HEALTHSOUTH Common Stock which such holder has the right to receive in respect of the Certificate surrendered pursuant to the provisions of this Section 3.1 of this Agreement, after giving effect to any required withholding tax2, and the shares represented by such Certificate so surrendered shall forthwith be forthwith cancelled. No interest will be paid or accrued on the Merger Considerationcanceled. In the event of a transfer of ownership of shares of Company Common Stock that Advantage Health Shares which is not registered on in the transfer records of Advantage Health, a certificate representing the Company, the Merger Consideration to be paid to such holder proper number of Company shares of HEALTHSOUTH Common Stock pursuant to Section 3.1 of this Agreement may be paid issued to such transferee if a person other than the person in whose name the Certificate representing so surrendered is registered, if such Company Common Stock is presented to the Payment Agent accompanied by all documents required to evidence and effect such Certificate shall be properly endorsed or otherwise be in proper form for transfer and to evidence that the person requesting such payment shall pay any applicable transfer or other Taxes have taxes required by reason of the issuance of shares of HEALTHSOUTH Common Stock to a person other than the registered holder of such Certificate or establish to the satisfaction of HEALTHSOUTH that such tax has been paid or, alternatively, payments of such Taxes to the Payment Agentor is not applicable. Until surrendered as contemplated by this Section 3.22.2, each Certificate shall be deemed, deemed at any time after the Effective Time, Time to represent only the right to receive upon such surrender the Merger Consideration, as provided in this Article III. If any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person claiming the Certificate to be lost, stolen or destroyed and, if required by Parent, the posting by the Person of a bond in such reasonable amount as Parent may direct as indemnity against any claim that may be made against it with respect to the Certificate, the Payment Agent will issue for the lost, stolen or destroyed Certificate, the Merger Consideration, with respect to the certificate representing shares of Company HEALTHSOUTH Common Stock formerly represented and cash in lieu of any fractional shares of HEALTHSOUTH Common Stock as contemplated by this Section 2.2. No interest will be paid or will accrue on any cash payable in lieu of any fractional shares of HEALTHSOUTH Common Stock. To the extent permitted by law, former stockholders of record of Advantage Health shall be entitled to vote after the Effective Time at any meeting of HEALTHSOUTH stockholders the number of whole shares of HEALTHSOUTH Common Stock into which their respective Advantage Health Shares are converted, regardless of whether such Certificate as provided holders have exchanged their Certificates for certificates representing HEALTHSOUTH Common Stock in accordance with this Article IIISection 2.2.

Exchange Procedures. As soon as practicable after the Effective Time, the Payment Paying Agent shall mail to each holder of record of a Certificate Certificate, other than Parent, the Company and any Subsidiary of Parent or Certificatesthe Company, (i) a letter of transmittal in customary form (which shall specify that delivery shall be effected, and risk of loss and title to the Certificate Certificates shall pass, only upon actual delivery of the Certificate Certificates to the Payment Agent, Paying Agent and shall be in such a form and have such other customary provisions as Parent may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificate Certificates in exchange for the Merger Consideration. Upon surrender of a Certificate for cancellation to the Payment AgentPaying Agent or to such other agent or agents as may be appointed by the Surviving Corporation, together with a such letter of transmittal, duly executed executed, and completed such other documents as may reasonably be required by the Paying Agent, the holder of such Certificate shall be entitled to receive in accordance with exchange therefor the instructions thereto, Parent shall cause to be delivered to amount of cash into which the person in whose name Shares theretofore represented by such Certificate shall have been issued, or to such person as such person shall direct in writing in the letter of transmittal, a check or wire transfer representing the amount of cash which such holder has the right to receive in respect of the Certificate surrendered converted pursuant to the provisions of Section 3.1 of this Agreement, after giving effect to any required withholding tax2.5, and the shares represented by such Certificate Certificates so surrendered shall forthwith be forthwith cancelled. No interest will be paid or accrued will accrue on the Merger Considerationcash payable upon the surrender of any Certificate. In the event of a transfer of ownership of shares of Company Common Stock that If payment is not registered on the transfer records of the Company, the Merger Consideration to be paid made to such holder of Company Common Stock pursuant to Section 3.1 of this Agreement may be paid to such transferee if a person or entity other than the person or entity in whose name the Certificate representing so surrendered is registered, it shall be a condition of payment that such Company Common Stock is presented to the Payment Agent accompanied by all documents required to evidence and effect such Certificate shall be properly endorsed or otherwise in proper form for transfer and to evidence that the person or entity requesting such payment shall pay any applicable transfer or other Taxes have taxes required by reason of such Certificate or establish to the satisfaction of the Surviving Corporation that such tax has been paid or, alternatively, payments of such Taxes to the Payment Agentor is not applicable. Until surrendered as contemplated by this Section 3.22.6, each Certificate (other than Certificates representing Dissenting Shares and Certificates representing any Shares owned by Parent or any Subsidiary of Parent) shall be deemed, deemed at any time after the Effective Time, Time to represent only the right to receive upon such surrender the Merger Considerationamount of cash, as provided in this Article III. If any without interest, into which the Shares theretofore represented by such Certificate shall have been lostconverted pursuant to Section 2.5. Notwithstanding the foregoing, stolen none of the Paying Agent, the Surviving Corporation or destroyedany party hereto shall be liable to a former stockholder of the Company for any cash or interest delivered to a public official pursuant to applicable abandoned property, upon escheat or similar laws. Any portion of the making of an affidavit of Exchange Fund that fact remains unclaimed by the Person claiming stockholders of the Certificate Company for six months after the Effective Time shall be repaid to be lostthe Surviving Corporation (including, stolen or destroyed andwithout limitation, if required by Parent, the posting all interest and other income received by the Person Paying Agent in respect of a bond in all such reasonable amount funds). Thereafter, persons or entities who prior to the Merger held Shares shall look only to the Surviving Corporation (subject to the terms of this Agreement, abandoned property, escheat and other similar laws) as Parent may direct as indemnity against general creditors thereof with respect to any claim Merger Consideration that may be made against it with respect to payable upon due surrender of the CertificateCertificates held by them, the Payment Agent will issue for the lost, stolen or destroyed Certificate, the Merger Consideration, with respect to the shares of Company Common Stock formerly represented by such Certificate as provided in this Article IIIwithout interest.

Exchange Procedures. As soon as reasonably practicable after the Effective Time, the Payment Purchaser and the Surviving Corporation will cause the Exchange Agent shall mail to send to each holder of record of a Certificate or Certificates, the Company Certificates whose shares were converted pursuant to Section 2.6 into the right to receive the Merger Consideration (i) a letter of transmittal in customary form (which shall specify that delivery shall be effected, and risk of loss and title to the Certificate Company Certificates shall pass, only upon delivery of the Certificate Company Certificates to the Payment Agent, Exchange Agent and shall be in 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 Certificate Company Certificates in exchange for the Merger Consideration. Upon surrender of a Company Certificate for cancellation to the Payment Exchange Agent, together with a such letter of transmittal, duly executed and completed in accordance with the instructions thereto, Parent shall cause to and such other documents as may reasonably be delivered to required by the person in whose name Exchange Agent, the holder of such Company Certificate shall have been issued, or to such person as such person shall direct in writing in the letter of transmittal, a check or wire transfer representing the amount of cash which such holder has the right be entitled to receive in respect of exchange a check in the Certificate surrendered pursuant to the provisions of Section 3.1 of this Agreement, amount (after giving effect to any required withholding taxtax withholding) of the Merger Consideration that the holder is entitled to receive under Section 2.6, and the shares represented by such Company Certificate so surrendered shall immediately be forthwith cancelledcanceled. No interest will be paid or accrued on with respect to any Merger Consideration deliverable upon due surrender of the Merger ConsiderationCompany Certificates. In the event of a transfer of ownership of shares of the Company Common Stock that is not registered on in the transfer records of the Company, the Merger Consideration to be paid to such holder of Company Common Stock pursuant to Section 3.1 of this Agreement payment may be paid made to such a transferee if if, and only if, the Company Certificate representing such Company Common Stock is presented to the Payment Agent Exchange Agent, accompanied by all documents required to evidence and effect such transfer and to by evidence that any applicable stock transfer or other Taxes taxes have been paid or, alternatively, payments of such Taxes to the Payment Agentpaid. Until surrendered as contemplated by this Section 3.22.8, each Company Certificate (other than the Company Certificates representing Dissenting Shares) shall be deemed, deemed at any time after the Effective Time, Time for all purposes to represent only the right to receive upon such surrender the Merger Consideration, as provided Consideration which the holder thereof has the right to receive in respect of such Company Certificate pursuant to this Article IIIII. If In the case of the Company Certificates representing Dissenting Shares, each Company Certificate representing Dissenting Shares shall be deemed at any Certificate shall have been lost, stolen or destroyed, upon time after the making Effective Time for all purposes to represent only the right to receive the fair value of an affidavit of that fact by the Person claiming the Certificate to be lost, stolen or destroyed and, if required by Parent, the posting by the Person of a bond in such reasonable amount as Parent may direct as indemnity against any claim that may be made against it with respect Dissenting Shares pursuant to the Certificate, the Payment Agent will issue for the lost, stolen or destroyed Certificate, the Merger Consideration, with respect to the shares of Company Common Stock formerly represented by such Certificate as provided in this Article IIIDGCL.

Exchange Procedures. As soon as reasonably practicable after the Effective Time, the Payment Surviving Corporation shall cause the Exchange Agent shall to mail to each holder of record of a Certificate certificate or certificates which immediately prior to the Effective Time represented outstanding shares of Company Common Stock (the "Certificates, ") whose shares are converted pursuant to Section 2.01(c) into the right to receive the Merger Consideration (i) a letter of transmittal in customary form (which shall specify that delivery shall be effected, and risk of loss and title to the Certificate Certificates shall pass, only upon delivery of the Certificate Certificates to the Payment Agent, Exchange Agent and shall be in such form and have such other customary provisions as Parent the Surviving Corporation may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificate Certificates in exchange for the Merger Consideration. Upon surrender of a Certificate for cancellation to the Payment Exchange Agent, together with a such letter of transmittal, transmittal duly executed and completed in accordance with its terms, the instructions thereto, Parent shall cause to be delivered to the person in whose name holder of such Certificate shall have been issued, or be entitled to such person as such person shall direct receive in writing in exchange therefor the letter portion of transmittal, a check or wire transfer representing the amount of cash Merger Consideration which such holder has the right to receive in respect of the Certificate surrendered pursuant to the provisions of Section 3.1 of this Agreement, after giving effect to any required withholding taxArticle II, and the shares represented by such Certificate so surrendered shall forthwith be forthwith cancelledcanceled. No In no event shall the holder of any Certificate be entitled to receive interest will be paid or accrued on any portion of the Merger ConsiderationConsideration to be received in the Merger. In the event of a transfer of ownership of shares of Company Common Stock that which is not registered on in the transfer records of the Company, the portion of the Merger Consideration to be paid which is payable with respect to such holder shares of Company Common Stock pursuant to Section 3.1 of this Agreement may be paid to such a transferee if the Certificate representing such Company Common Stock is presented to the Payment Exchange Agent accompanied by all documents required to evidence and effect such transfer and to by evidence that any applicable stock transfer or other Taxes taxes have been paid or, alternatively, payments of such Taxes to the Payment Agentpaid. Until surrendered as contemplated by this Section 3.22.02(b), each Certificate shall be deemed, deemed at any time after the Effective Time, Time for all corporate purposes of the Company to represent only the right to receive upon surrender that portion of the Merger Consideration, as provided Consideration payable in this Article III. If any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person claiming the Certificate to be lost, stolen or destroyed and, if required by Parent, the posting by the Person of a bond in such reasonable amount as Parent may direct as indemnity against any claim that may be made against it with respect connection therewith pursuant to the Certificate, the Payment Agent will issue for the lost, stolen or destroyed Certificate, the Merger Consideration, with respect to the shares of Company Common Stock formerly represented by such Certificate as provided in this Article IIIMerger.

Exchange Procedures. As soon as reasonably practicable after the Effective Time, the Payment Agent shall mail to each holder of record of a certificate or certificates (the “Certificates”) that, immediately prior to the Effective Time, represented outstanding Target Shares whose shares were converted into the right to receive Merger Consideration pursuant to Section 2.1(c) shall surrender such holder’s Certificate for cancellation to the Company (or Certificates, (ito such other agent or agents as may be appointed by Company) together with a letter of transmittal in customary form (which shall specify that delivery shall be effected, and risk of loss and title to the Certificate Certificates shall pass, only upon delivery of the Certificate Certificates to the Payment Agent, Company and shall be in such form and have such other customary provisions as Parent Company may reasonably specify) ), duly executed, and (ii) instructions for effecting such other documents as may reasonably be required by the surrender Company, the holder of the such Certificate shall be entitled to receive in exchange for therefor the holder’s pro rata portion of the Merger Consideration. Upon surrender , including the Company Shares, into which the aggregate number of a Certificate for cancellation to the Payment Agent, together with a letter of transmittal, duly executed and completed in accordance with the instructions thereto, Parent shall cause to be delivered to the person in whose name Target Shares previously represented by such Certificate shall have been issued, or to such person as such person shall direct in writing in the letter of transmittal, a check or wire transfer representing the amount of cash which such holder has the right to receive in respect of the Certificate surrendered converted pursuant to the provisions of Section 3.1 of this Agreement, after giving effect to any required withholding tax2.1(c), and the shares represented by Certificate so surrendered shall forthwith be canceled. Thereafter, such Certificate holder shall be forthwith cancelled. No interest will be paid treated as a holder of Company Common Stock for purposes of voting or accrued on quorum for any meeting of the Merger Considerationstockholders of Company. In the event of a transfer of ownership of shares of Company Common Stock Target Shares that is not registered on in the transfer records of the CompanyTarget, the Merger Consideration to be paid to such holder of Company Common Stock pursuant to Section 3.1 of this Agreement payment may be paid made to such transferee if a person other than the person in whose name the Certificate representing so surrendered is registered, if such Company Common Stock is presented to the Payment Agent accompanied by all documents required to evidence and effect such Certificate shall be properly endorsed or otherwise be in proper form for transfer and to evidence that the person requesting such payment shall pay any applicable transfer or other Taxes have taxes required by reason of the payment to a person other than the registered holder of such Certificate or establish to the satisfaction of Company that such tax has been paid or, alternatively, payments of such Taxes to the Payment Agentor is not applicable. Until surrendered as contemplated by this Section 3.22.3, each Certificate shall be deemed, deemed at any time after the Effective Time, Time to represent only the right to receive upon such surrender the Merger Consideration, as provided in this Article III. If any Certificate shall have been lost, stolen or destroyed, upon Consideration into which the making of an affidavit of that fact by the Person claiming the Certificate to be lost, stolen or destroyed and, if required by Parent, the posting by the Person of a bond in such reasonable amount as Parent may direct as indemnity against any claim that may be made against it with respect to the Certificate, the Payment Agent will issue for the lost, stolen or destroyed Certificate, the Merger Consideration, with respect to the shares of Company Common Stock formerly Target Shares theretofore represented by such Certificate as provided in this Article IIIhave been converted pursuant to Section 2.1(c). No interest shall be paid or accrue on any cash payable upon surrender of any Certificate.

Exchange Procedures. As soon as practicable Promptly after the Effective Time, Parent shall cause the Payment Paying Agent shall to mail to each holder of record (other than Royal Ahold or any direct or indirect wholly-owned subsidiary of Royal Ahold) of a Certificate certificate or certificates that immediately prior to the Effective Time represented shares of Common Stock (the "Certificates"), (i) a letter of transmittal in customary form (which shall specify that delivery shall be effected, and risk of loss and title to the Certificate Certificates shall pass, only upon delivery of the Certificate Certificates to the Payment Agent, Paying Agent and shall be in such a form and have such other customary provisions as Parent may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificate Certificates in exchange for the Merger Consideration. Upon surrender of a Certificate for cancellation to the Payment AgentPaying Agent or to such other agent or agents as may be appointed by Parent, together with a such letter of transmittal, duly executed executed, and completed such other documents as may reasonably be required by the Paying Agent, the holder of such Certificate shall be entitled to receive in accordance with exchange therefor, and the instructions theretoPaying Agent shall pay, Parent the Merger Consideration for each share of Common Stock formerly evidenced by such Certificate, and such Certificate shall cause thereupon be canceled. If payment of the Merger Consideration is to be delivered made to a person other than the person in whose name such the surrendered Certificate shall have been issued, or to such person as such person shall direct in writing in the letter of transmittal, a check or wire transfer representing the amount of cash which such holder has the right to receive in respect of the Certificate surrendered pursuant to the provisions of Section 3.1 of this Agreement, after giving effect to any required withholding tax, and the shares represented by such Certificate shall be forthwith cancelled. No interest will be paid or accrued on the Merger Consideration. In the event of a transfer of ownership of shares of Company Common Stock that is not registered on the stock transfer records books of the Company, it shall be a condition of payment to the holder of a Certificate that it be endorsed properly or otherwise be in proper form for transfer and that the person requesting such payment shall have paid all transfer and other taxes required by reason of the payment of the Merger Consideration to be paid to such a person other than the registered holder of Company Common Stock pursuant to Section 3.1 of this Agreement may be paid to such transferee if the Certificate representing such Company Common Stock is presented thereof or shall have established to the Payment Agent accompanied by all documents required to evidence and effect satisfaction of the Surviving Corporation that such transfer and to evidence that any applicable transfer or other Taxes have been paid or, alternatively, payments of such Taxes to the Payment Agenttaxes are not applicable. Until surrendered as contemplated by this Section 3.23.02, each Certificate shall be deemed, deemed at any time after the Effective Time, Time to represent only the right to receive upon such surrender the Merger Consideration, as provided in this Article III. If any Consideration into which the shares theretofore represented by such Certificate shall have been lost, stolen converted pursuant to Section 3.01(a). No interest will be paid or destroyed, will accrue on the cash payable upon the making surrender of an affidavit of that fact by the Person claiming the Certificate to be lost, stolen or destroyed and, if required by Parent, the posting by the Person of a bond in such reasonable amount as Parent may direct as indemnity against any claim that may be made against it with respect to the Certificate, the Payment Agent will issue for the lost, stolen or destroyed Certificate, the Merger Consideration, with respect to the shares of Company Common Stock formerly represented by such Certificate as provided in this Article III.

Exchange Procedures. As soon as reasonably practicable after the Effective Time, the Payment Exchange Agent shall mail to each holder of record of a Certificate certificate (a “Certificate”) or Certificatesbook-entry share (a “Book-Entry Share”) that immediately prior to the Effective Time represented issued and outstanding Company Common Shares and whose shares were converted into the right to receive the Merger Consideration, (i) a letter of transmittal in customary form (which shall specify that delivery shall be effected, and risk of loss and title to the Certificate Certificates shall pass, only upon delivery of the Certificate Certificates or Book-Entry Shares to the Payment Exchange Agent, and which shall be in such form and have such other customary provisions as Parent may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificate Certificates and Book-Entry Shares in exchange for the Merger Consideration. Upon surrender of a Certificate or Book-Entry Share, as applicable, for cancellation to the Payment AgentExchange Agent or to such other agent or agents as may be appointed by Parent, together with a such letter of transmittal, duly executed executed, and completed in accordance with such other documents as may reasonably be required by the instructions theretoExchange Agent, Parent shall cause to be delivered to the person in whose name holder of such Certificate or Book-Entry Share shall have been issuedbe entitled to receive in exchange therefor that number of whole Parent Common Shares and/or cash, or to such person as such person shall direct in writing in the letter of transmittalapplicable, a check or wire transfer representing the amount of cash which that such holder has the right to receive in respect of the Certificate surrendered pursuant to the provisions of Section 3.1 of this Agreement, after giving effect to any required withholding taxArticle III, and the shares represented by Certificate or Book-Entry Share so surrendered shall forthwith be cancelled. If any portion of the Merger Consideration is to be registered in the name of a person other than the person in whose name the applicable surrendered Certificate or Book-Entry Share is registered, it shall be a condition to the registration of such Merger Consideration that the surrendered Certificate shall be forthwith cancelled. No interest will properly endorsed or otherwise be paid or accrued on in proper form for transfer and the Merger Consideration. In the event person requesting such delivery of a transfer of ownership of shares of Company Common Stock that is not registered on the transfer records of the Company, the Merger Consideration to be paid to such holder of Company Common Stock pursuant to Section 3.1 of this Agreement may be paid to such transferee if the Certificate representing such Company Common Stock is presented shall pay to the Payment Exchange Agent accompanied by all documents required to evidence and effect such transfer and to evidence that any applicable transfer or other Taxes have taxes required by reason of such registration in the name of a person other than the registered holder of such Certificate or Book-Entry Share or establish to the reasonable satisfaction of the Exchange Agent that such tax has been paid or, alternatively, payments of such Taxes to the Payment Agentor is not applicable. Until surrendered as contemplated by this Section 3.2, each Certificate or Book-Entry Share shall be deemed, deemed at any time after the Effective Time, Time to represent only the right to receive upon such surrender the Merger Consideration, as provided in this Article III. If any Certificate No interest shall have been lost, stolen be paid or destroyed, shall accrue for the benefit of holders of Certificates or Book-Entry Shares on the Merger Consideration payable upon the making surrender of an affidavit of that fact by the Person claiming the Certificate to be lost, stolen Certificates or destroyed and, if required by Parent, the posting by the Person of a bond in such reasonable amount as Parent may direct as indemnity against any claim that may be made against it with respect to the Certificate, the Payment Agent will issue for the lost, stolen or destroyed Certificate, the Merger Consideration, with respect to the shares of Company Common Stock formerly represented by such Certificate as provided in this Article IIIBook-Entry Shares.

Exchange Procedures. As soon as reasonably practicable after the Effective Time, the Payment Exchange Agent shall mail to each holder of record of a Certificate certificate or certificates (the “Certificates”) that immediately prior to the Effective Time represented outstanding shares of Company Common Stock whose shares were converted into the right to receive Merger Consideration pursuant to Section 2.01(c), (i) a letter of transmittal in customary form (which shall specify that delivery shall be effected, and risk of loss and title to the Certificate Certificates shall pass, only upon delivery of the Certificate Certificates to the Payment Agent, Exchange Agent and shall be in such form and have such other customary provisions as Parent may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificate Certificates in exchange for the Merger Consideration. Upon surrender of a Certificate for cancellation cancelation to the Payment AgentExchange Agent or to such other agent or agents as may be appointed by Parent, together with a such letter of transmittal, duly executed executed, and completed such other documents as may reasonably be required by the Exchange Agent, the holder of such Certificate shall be entitled to receive in accordance with exchange therefor the instructions theretoamount of cash, if any, and the number of whole shares of Parent shall cause to be delivered to Common Stock, if any, which the person in whose name aggregate number of shares of Company Common Stock previously represented by such Certificate shall have been issued, or converted pursuant to such person as such person shall direct in writing in the letter of transmittal, a check or wire transfer representing the amount of cash which such holder has Section 2.01(c) into the right to receive in respect of the Certificate surrendered pursuant to the provisions of Section 3.1 of this Agreement, after giving effect to any required withholding taxreceive, and the shares represented by such Certificate so surrendered shall forthwith be forthwith cancelled. No interest will be paid or accrued on the Merger Considerationcanceled. In the event of a transfer of ownership of shares of Company Common Stock that is not registered on in the transfer records of the Company, the Merger Consideration to be paid to such holder of Company Common Stock pursuant to Section 3.1 of this Agreement payment may be paid made to such transferee if a person other than the person in whose name the Certificate representing so surrendered is registered, if such Company Common Stock is presented to the Payment Agent accompanied by all documents required to evidence and effect such Certificate shall be properly endorsed or otherwise be in proper form for transfer and to evidence that the person requesting such payment shall pay any applicable transfer or other Taxes have taxes required by reason of the payment to a person other than the registered holder of such Certificate or establish to the satisfaction of Parent that such tax has been paid or, alternatively, payments of such Taxes to the Payment Agentor is not applicable. Until surrendered as contemplated by this Section 3.22.02, each Certificate shall be deemed, deemed at any time after the Effective Time, Time to represent only the right to receive upon such surrender the Merger Consideration, as provided in this Article III. If any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person claiming the Certificate to be lost, stolen or destroyed and, if required by Parent, the posting by the Person of a bond in such reasonable amount as Parent may direct as indemnity against any claim that may be made against it with respect to the Certificate, the Payment Agent will issue for the lost, stolen or destroyed Certificate, the Merger Consideration, with respect to Consideration into which the shares of Company Common Stock formerly theretofore represented by such Certificate as provided in this Article IIIhave been converted pursuant to Section 2.01(c). No interest shall be paid or accrue on any cash payable upon surrender of any Certificate.

Exchange Procedures. As soon as reasonably practicable after the -------------------- Effective Time, the Payment Surviving Corporation shall cause the Paying Agent shall to mail to each holder of record of a Certificate certificate or Certificatescertificates (each, a "Certificate") which immediately prior to the Effective Time represented outstanding shares of ICI Common Stock whose shares were converted into the right to receive the Merger Consideration pursuant to Section 2.01 (i) a letter of transmittal in customary form (which shall specify that delivery shall be effected, and risk of loss and title to the Certificate Certificates shall pass, only upon delivery of the Certificate Certificates to the Payment Agent, Paying Agent and shall be in such form and have such other customary provisions as Parent the Surviving Corporation may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificate Certificates in exchange for the Merger Consideration. Upon surrender of a Certificate for cancellation cancelation to the Payment AgentPaying Agent or to such other agent or agents as may be appointed by ICI, together with a such letter of transmittal, duly executed executed, and completed such other documents as may be reasonably required by the Paying Agent, the holder of such Certificate shall be entitled to receive in accordance with exchange therefor the instructions thereto, Parent shall cause to be delivered to amount of cash into which the person in whose name shares of ICI Common Stock theretofore represented by such Certificate shall have been issued, or to such person as such person shall direct in writing in the letter of transmittal, a check or wire transfer representing the amount of cash which such holder has the right to receive in respect of the Certificate surrendered converted pursuant to the provisions of Section 3.1 of this Agreement, after giving effect to any required withholding tax2.01, and the shares represented by such Certificate so surrendered shall forthwith be forthwith cancelled. No interest will be paid or accrued on the Merger Considerationcanceled. In the event of a transfer of ownership of shares of Company ICI Common Stock that which is not registered on in the transfer records of the CompanyICI, the Merger Consideration to be paid to such holder of Company Common Stock pursuant to Section 3.1 of this Agreement payment may be paid made to such transferee if a Person other than the Person in whose name the Certificate representing so surrendered is registered, if such Company Common Stock is presented to the Payment Agent accompanied by all documents required to evidence and effect such Certificate shall be properly endorsed or otherwise be in proper form for transfer and to evidence that the Person requesting such payment shall pay any applicable transfer or other Taxes have 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, alternatively, payments of such Taxes to the Payment Agentor is not applicable. Until surrendered as contemplated by this Section 3.22.02, each Certificate shall be deemed, deemed at any time after the Effective Time, Time to represent only the right to receive upon such surrender the Merger Considerationamount of cash, as provided in this Article III. If any without interest, into which the shares of ICI Common Stock theretofore represented by such Certificate shall have been lost, stolen converted pursuant to Section 2.01. No interest will be paid or destroyed, will accrue on the cash payable upon the making surrender of an affidavit of that fact by the Person claiming the Certificate to be lostany Certificate, stolen or destroyed and, if required by Parent, the posting by the Person of a bond in such reasonable amount as Parent may direct as indemnity against any claim that may be made against it with respect except to the Certificate, the Payment Agent will issue for the lost, stolen or destroyed Certificate, the Merger Consideration, with respect to the shares of Company Common Stock formerly represented by such Certificate as extent provided in this under Article III13.

Exchange Procedures. As soon as reasonably practicable after the Effective Time, Parent shall cause the Payment Paying Agent shall to mail to each holder of record of a Certificate certificate or certificates which immediately prior to the Effective Time represented outstanding Shares (the "Certificates") whose Shares were converted into the right to receive the Merger Consideration pursuant to Section 2.4, (i) a letter of transmittal in customary form (which shall specify that delivery shall be effected, and risk of loss and title to the Certificate Certificates shall pass, only upon delivery of the Certificate Certificates to the Payment Agent, Paying Agent and shall be in such form and have such other customary provisions not inconsistent with this Agreement as Parent may reasonably specify) and (ii) instructions for effecting use in surrendering the surrender of the Certificate Certificates in exchange for payment of the Merger Consideration. Upon surrender of a Certificate for cancellation to the Payment Paying Agent, together with a such letter of transmittal, duly executed executed, and completed in accordance with such other documents as may reasonably be required by the instructions theretoPaying Agent, Parent shall cause the Paying Agent to be delivered pay to the person holder of such Certificate the Merger Consideration, and the Certificate so surrendered shall forthwith be cancelled. In the event of a surrender of a Certificate representing Shares which are not registered in the transfer records of the Company under the name of the Person surrendering such Certificate, payment may be made to a Person other than the Person in whose name the Certificate so surrendered is registered if such Certificate shall have 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 payment to a Person other than the registered holder of such Certificate or establish to the satisfaction of the Paying Agent that such tax has been issuedpaid or is not applicable. Until surrendered as contemplated by this Section 2.5, or each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such person as such person shall direct in writing in surrender the letter of transmittal, a check or wire transfer representing Merger Consideration which the amount of cash which such holder thereof has the right to receive in respect of the such Certificate surrendered pursuant to the provisions of Section 3.1 of this Agreement, after giving effect to any required withholding tax, and the shares represented by such Certificate shall be forthwith cancelledArticle II. No interest will shall be paid or accrued will accrue on the Merger Consideration. In the event Consideration payable to holders of a transfer of ownership of shares of Company Common Stock that is not registered on the transfer records of the Company, the Merger Consideration to be paid to such holder of Company Common Stock Certificates pursuant to Section 3.1 the provisions of this Agreement may be paid to such transferee if the Certificate representing such Company Common Stock is presented to the Payment Agent accompanied by all documents required to evidence and effect such transfer and to evidence that any applicable transfer or other Taxes have been paid or, alternatively, payments of such Taxes to the Payment Agent. 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 surrender the Merger Consideration, as provided in this Article III. If any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person claiming the Certificate to be lost, stolen or destroyed and, if required by Parent, the posting by the Person of a bond in such reasonable amount as Parent may direct as indemnity against any claim that may be made against it with respect to the Certificate, the Payment Agent will issue for the lost, stolen or destroyed Certificate, the Merger Consideration, with respect to the shares of Company Common Stock formerly represented by such Certificate as provided in this Article IIIII.

Exchange Procedures. As soon as reasonably practicable after the Effective Time, the Payment Exchange Agent shall mail to each holder of record of a Certificate whose shares were converted into the FDC Merger Consideration, pursuant to Section 2.1, or Certificatesthe R&B Merger Consideration, pursuant to Section 2.2 (collectively, the "Merger Consideration") (i) a letter of transmittal in customary form (which shall specify that delivery shall be effected, and risk of loss and title to the Certificate Certificates shall pass, only upon delivery of the Certificate Certificates to the Payment Agent, Exchange Agent and shall be in such form and have such other customary provisions as Parent FDC and R&B may reasonably specify) ), and (ii) instructions for use in effecting the surrender of the Certificate Certificates in exchange for the Merger Consideration. Upon surrender of a Certificate for cancellation to the Payment Exchange Agent, together with a such letter of transmittal, duly executed executed, and completed in accordance with such other documents as may reasonably be required by the instructions theretoExchange Agent, Parent shall cause to be delivered to the person in whose name holder of such Certificate shall have been issued, or be entitled to such person as such person shall direct receive in writing in the letter exchange therefor a Parent Certificate representing that number of transmittal, a check or wire transfer representing the amount whole shares of cash Parent Common Stock which such holder has the right to receive in respect of the Certificate surrendered pursuant to the provisions of this Article II, certain dividends or other distributions in accordance with Section 3.1 2.3(c) and cash in lieu of this Agreement, after giving effect to any required withholding taxfractional share in accordance with Section 2.3(e), and the shares represented by such Certificate so surrendered shall forthwith be forthwith cancelled. No interest will be paid or accrued on the Merger Consideration. In the event of a transfer of ownership of shares of Company FDC Common Stock that is not registered on in the transfer records of the Company, the Merger Consideration to be paid to such holder FDC or of Company R&B Common Stock pursuant to Section 3.1 not registered in the transfer records of this Agreement R&B, a Parent Certificate representing the proper number of shares of Parent Common Stock may be paid issued to such transferee if a person other than the person in whose name the Certificate representing so surrendered is registered if such Company Common Stock is presented to the Payment Agent accompanied by all documents required to evidence and effect such Certificate shall be properly endorsed or otherwise be in proper form for transfer and to evidence that the person requesting such issuance shall pay any applicable transfer or other Taxes have non-income taxes required by reason of the issuance of shares of Parent Common Stock to a person other than the registered holder of such Certificate or establish to the satisfaction of Parent that such tax has been paid or, alternatively, payments of such Taxes to the Payment Agentor is not applicable. Until surrendered as contemplated by this Section 3.22.3, each Certificate shall be deemed, deemed at any time after the Effective Time, Time to represent only the right to receive upon such surrender Parent Certificates representing the Merger Consideration, as provided in this Article III. If any Certificate shall have been lost, stolen or destroyed, upon the making number of an affidavit whole shares of that fact by the Person claiming the Certificate to be lost, stolen or destroyed and, if required by Parent, the posting by the Person of a bond in such reasonable amount as Parent may direct as indemnity against any claim that may be made against it with respect to the Certificate, the Payment Agent will issue for the lost, stolen or destroyed Certificate, the Merger Consideration, with respect to Common Stock into which the shares of Company FDC Common Stock or R&B Common Stock formerly represented by such Certificate as provided have been converted, certain dividends or other distributions in accordance with Section 2.3(c) and cash in lieu of any fractional share in accordance with Section 2.3(e). No interest will be paid or will accrue on any cash payable to holders of Certificates pursuant to the provisions of this Article IIIII.

Exchange Procedures. As soon as reasonably practicable after the Effective Time, the Payment Exchange Agent shall mail to each holder of record of a Certificate certificate or certificates which immediately prior to the Effective Time represented outstanding shares of Ascend Common Stock (the "Certificates") whose shares were converted into the right to receive the Merger Consideration pursuant to Section 2.01, (i) a letter of transmittal in customary form (which shall specify that delivery shall be effected, and risk of loss and title to the Certificate Certificates shall pass, only upon delivery of the Certificate Certificates to the Payment Agent, Exchange Agent and shall be in such form and have such other customary provisions as Parent Lucent and Ascend may reasonably specify) and (ii) instructions for effecting use in surrendering the surrender of the Certificate Certificates in exchange for the Merger Consideration. Upon surrender of a Certificate for cancellation cancelation to the Payment Exchange Agent, together with a such letter of transmittal, duly executed executed, and completed in accordance with such other documents as may reasonably be required by the instructions theretoExchange Agent, Parent shall cause to be delivered to the person in whose name holder of such Certificate shall have been issued, or to such person as such person shall direct receive in writing in the letter exchange therefor a certificate representing that number of transmittal, a check or wire transfer representing the amount whole shares of cash Lucent Common Stock which such holder has the right to receive in respect of the Certificate surrendered pursuant to the provisions of this Article II, certain dividends or other distributions in accordance with Section 3.1 2.02(c) and cash in lieu of this Agreement, after giving effect to any required withholding taxfractional share of Lucent Common Stock in accordance with Section 2.02(e), and the shares represented by such Certificate so surrendered shall forthwith be forthwith cancelled. No interest will be paid or accrued on the Merger Considerationcanceled. In the event of a transfer of ownership of shares of Company Ascend Common Stock that which is not registered on in the transfer records of Ascend, a certificate representing the Company, the Merger Consideration to be paid to such holder proper number of Company shares of Lucent Common Stock pursuant to Section 3.1 of this Agreement may be paid issued to such transferee if a person (as defined in Section 8.03) other than the person in whose name the Certificate representing so surrendered is registered if such Company Common Stock is presented to the Payment Agent accompanied by all documents required to evidence and effect such Certificate shall be properly endorsed or otherwise be in proper form for transfer and to evidence that the person requesting such issuance shall pay any applicable transfer or other Taxes have taxes required by reason of the issuance of shares of Lucent Common Stock to a person other than the registered holder of such Certificate or establish to the satisfaction of Lucent that such tax has been paid or, alternatively, payments of such Taxes to the Payment Agentor is not applicable. Until surrendered as contemplated by this Section 3.22.02(b), each Certificate shall be deemed, deemed at any time after the Effective Time, Time to represent only the right to receive upon such surrender the Merger Consideration, as provided Consideration and any cash in lieu of fractional shares of Lucent Common Stock to be issued or paid in consideration therefor upon surrender of such certificate in accordance with this Section 2.02. No interest shall be paid or will accrue on any cash payable to holders of Certificates pursuant to the provisions of this Article III. If any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person claiming the Certificate to be lost, stolen or destroyed and, if required by Parent, the posting by the Person of a bond in such reasonable amount as Parent may direct as indemnity against any claim that may be made against it with respect to the Certificate, the Payment Agent will issue for the lost, stolen or destroyed Certificate, the Merger Consideration, with respect to the shares of Company Common Stock formerly represented by such Certificate as provided in this Article IIIII.

Exchange Procedures. As soon as reasonably practicable after the Effective Time, the Payment Exchange Agent shall mail to each holder of record of a Certificate certificate or certificates (the “Certificates”) that immediately prior to the Effective Time represented outstanding shares of Company Common Stock whose shares were converted into the right to receive Merger Consideration pursuant to Section 2.01, (i) a letter of transmittal in customary form (which shall specify that delivery shall be effected, and risk of loss and title to the Certificate Certificates shall pass, only upon delivery of the Certificate Certificates to the Payment Agent, Exchange Agent and shall be in such form and have such other customary provisions as Parent may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificate Certificates in exchange for the Merger Consideration. Upon surrender of a Certificate for cancellation cancelation to the Payment Exchange Agent, together with a such letter of transmittal, duly executed executed, and completed in accordance with such other documents as may reasonably be required by the instructions theretoExchange Agent, Parent shall cause to be delivered to the person in whose name holder of such Certificate shall have been issued, or be entitled to such person as such person shall direct receive in writing exchange therefor a certificate representing that number of whole shares of Parent Common Stock (together with cash in the letter lieu of transmittal, a check or wire transfer representing the amount of cash which fractional shares) that such holder has the right to receive in respect of the Certificate surrendered pursuant to the provisions of Section 3.1 of this Agreement, after giving effect to any required withholding taxArticle II, and the shares represented by Certificate so surrendered shall forthwith be canceled. Until such Certificate time as a certificate representing Parent Common Stock is issued to or at the direction of the holder of a surrendered Certificate, such Parent Common Stock shall not be forthwith cancelled. No interest will be paid or accrued voted on the Merger Considerationany matter. In the event of a transfer of ownership of shares of Company Common Stock that is not registered on in the transfer records of the Company, a certificate representing the Merger Consideration to be paid to such holder appropriate number of Company shares of Parent Common Stock pursuant to Section 3.1 of this Agreement may be paid issued to such transferee if a person other than the person in whose name the Certificate representing so surrendered is registered, if such Company Common Stock is presented to the Payment Agent accompanied by all documents required to evidence and effect such Certificate shall be properly endorsed or otherwise be in proper form for transfer and to evidence that the person requesting such issuance shall pay any applicable transfer or other Taxes have taxes required by reason of the issuance of shares of Parent Common Stock to a person other than the registered holder of such Certificate or establish to the satisfaction of Parent that such tax has been paid oror is not applicable. Subject to Section 2.02(d), alternatively, payments of such Taxes to the Payment Agent. Until until surrendered as contemplated by this Section 3.22.02, each Certificate shall be deemed, deemed at any time after the Effective Time, Time to represent only the right to receive upon such surrender the Merger Consideration, Consideration as provided in contemplated by this Article IIISection 2.02. If No interest shall be paid or accrue on any Certificate shall have been lost, stolen or destroyed, cash payable upon the making surrender of an affidavit of that fact by the Person claiming the Certificate to be lost, stolen or destroyed and, if required by Parent, the posting by the Person of a bond in such reasonable amount as Parent may direct as indemnity against any claim that may be made against it with respect to the Certificate, the Payment Agent will issue for the lost, stolen or destroyed Certificate, the Merger Consideration, with respect to the shares of Company Common Stock formerly represented by such Certificate as provided in this Article III.

Exchange Procedures. As soon as reasonably practicable after the Effective Time, Parent shall cause the Payment Paying Agent shall to mail to each holder of record of a Certificate certificate or Certificatescertificates which immediately prior to the Effective Time represented outstanding Shares (the "CERTIFICATES") whose Shares were converted into the right to receive the Merger Consideration pursuant to the terms of the Articles of Merger, (i) a letter of transmittal in customary form (which shall specify that delivery shall be effectedeffective, and risk of loss and title to the Certificate Certificates shall pass, only upon delivery of the Certificate Certificates to the Payment Agent, Paying Agent and shall be in such form and have such other customary provisions not inconsistent with this Agreement as Parent may reasonably specify) and (ii) instructions for effecting use in surrendering the surrender of the Certificate Certificates in exchange for payment of the Merger Consideration. Upon surrender of a Certificate for cancellation to the Payment Paying Agent, together with a such letter of transmittal, duly executed executed, and completed in accordance with such other documents as may reasonably be required by the instructions theretoPaying Agent, Parent shall cause the Paying Agent to be delivered pay to the person in whose name holder of such Certificate shall have been issued, or to such person as such person shall direct in writing in the letter of transmittal, a check or wire transfer representing the amount of cash which such holder has the right to receive in respect of the Certificate surrendered pursuant to the provisions of Section 3.1 of this Agreement, after giving effect to any required withholding taxMerger Consideration, and the shares represented by such Certificate so surrendered shall forthwith be forthwith cancelled. No interest will be paid or accrued on the Merger Consideration. In the event of a transfer surrender of ownership of shares of Company Common Stock that is a Certificate representing Shares which are not registered on in the transfer records of the CompanyCompany under the name of the person surrendering such Certificate, the Merger Consideration to be paid to such holder of Company Common Stock pursuant to Section 3.1 of this Agreement payment may be paid made to such transferee if a person other than the person in whose name the Certificate representing so surrendered is registered if such Company Common Stock is presented to the Payment Agent accompanied by all documents required to evidence and effect such Certificate shall be properly endorsed or otherwise be in proper form for transfer and to evidence that the person requesting such payment shall pay any applicable transfer or other Taxes have (as hereinafter defined) required by reason of payment to a person other than the registered holder of such Certificate or establish to the satisfaction of the Paying Agent that such Tax has been paid or, alternatively, payments of such Taxes to the Payment Agentor is not applicable. Until surrendered as contemplated by this Section 3.2, each Certificate shall be deemed, deemed at any time after the Effective Time, Time to represent only the right to receive upon such surrender the Merger Consideration, as provided Consideration which the holder thereof has the right to receive in respect of such Certificate pursuant to the provisions of this Article III. If any Certificate No interest shall have been lost, stolen be paid or destroyed, upon will accrue on the making Merger Consideration payable to holders of an affidavit of that fact by the Person claiming the Certificate to be lost, stolen or destroyed and, if required by Parent, the posting by the Person of a bond in such reasonable amount as Parent may direct as indemnity against any claim that may be made against it with respect Certificates pursuant to the Certificate, the Payment Agent will issue for the lost, stolen or destroyed Certificate, the Merger Consideration, with respect to the shares provisions of Company Common Stock formerly represented by such Certificate as provided in this Article III.

Exchange Procedures. As soon as reasonably practicable after the Effective Time, the Payment Exchange Agent shall mail to each holder of record of a Certificate certificate or certificates which immediately prior to the Effective Time represented outstanding shares of Company Common Stock (the "Certificates") whose shares were converted into the right to receive the Merger Consideration pursuant to Section 2.1(b), (i) a letter of transmittal in customary form (which shall specify that delivery shall be effected, and risk of loss and title to the Certificate Certificates shall pass, only upon delivery of the Certificate Certificates to the Payment Agent, Exchange Agent and shall be in such form and have such other customary provisions as Parent the Company and Acquiror may reasonably specify) and (ii) instructions for effecting use in surrendering the surrender of the Certificate Certificates in exchange for the Merger Consideration. Upon surrender of a Certificate for cancellation to the Payment Exchange Agent, together with a such letter of transmittal, duly executed executed, and completed in accordance with such other documents as may reasonably be required by the instructions theretoExchange Agent, Parent shall cause to be delivered to the person in whose name holder of such Certificate shall have been issued, or be entitled to such person as such person shall direct receive in writing in the letter exchange therefor a certificate representing that number of transmittal, a check or wire transfer representing the amount whole shares of cash Acquiror Common Stock which such holder has the right to receive in respect of the Certificate surrendered pursuant to the provisions of this Article 2, certain dividends or other distributions, if any, in accordance with Section 3.1 2.2(c) and cash in lieu of this Agreement, after giving effect to any required withholding taxfractional share of Acquiror Common Stock in accordance with Section 2.2(e), and the shares represented by such Certificate so surrendered shall forthwith be forthwith cancelled. No interest will be paid or accrued on the Merger Considerationcanceled. In the event of a transfer of ownership of shares of Company Common Stock that which is not registered on in the transfer records of the Company, a certificate representing the Merger Consideration to be paid to such holder proper number of shares of Company Common Stock pursuant to Section 3.1 of this Agreement may be paid issued to such transferee if a person other than the person in whose name the Certificate representing so surrendered is registered if such Company Common Stock Certificate is presented to the Payment Agent accompanied by all documents required to evidence and effect such properly endorsed or otherwise in proper form for transfer and to evidence that the person requesting such issuance pays any applicable transfer or other Taxes have taxes required by reason of the issuance of shares of Acquiror Common Stock to a person other than the registered holder of such Certificate or establishes to the satisfaction of Acquiror that such tax has been paid or, alternatively, payments of such Taxes to the Payment Agentor is not applicable. Until surrendered as contemplated by this Section 3.22.2, each Certificate shall be deemed, deemed at any time after the Effective Time, Time to represent only the right to receive upon such surrender the Merger Consideration, as provided Consideration that the holder thereof has the right to receive in respect of such Certificate pursuant to the provisions of this Article III. If any Certificate shall have been lost2, stolen certain dividends or destroyed, upon the making of an affidavit of that fact by the Person claiming the Certificate to be lost, stolen or destroyed andother distributions, if required by Parentany, the posting by the Person in accordance with Section 2.2(c) and cash in lieu of a bond any fractional share of Acquiror Common Stock in such reasonable amount as Parent may direct as indemnity against accordance with Section 2.2(e). No interest shall be paid or will accrue on any claim that may be made against it with respect cash payable to holders of Certificates pursuant to the Certificate, the Payment Agent will issue for the lost, stolen or destroyed Certificate, the Merger Consideration, with respect to the shares provisions of Company Common Stock formerly represented by such Certificate as provided in this Article III2.

Exchange Procedures. As soon as reasonably practicable after the Effective Time, the Payment Exchange Agent shall mail to each holder of record of a Certificate certificate or Certificatescertificates (the "CERTIFICATES") which immediately prior to the Effective Time represented outstanding shares of Company Common Stock, other than shares to be canceled or retired in accordance with Section 2.8(b), (i) a letter Letter of transmittal in customary form Transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificate Certificates shall pass, only upon delivery of the Certificate Certificates to the Payment Exchange Agent, and shall be in such form and have such other customary provisions as Parent may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificate Certificates in exchange for the Merger Consideration. Upon surrender of a Certificate for cancellation to the Payment Exchange Agent, together with a letter such Letter of transmittalTransmittal, duly executed executed, and completed in accordance with such other documents as may reasonably be required by the instructions theretoExchange Agent, Parent the Exchange Agent shall cause to be delivered to pay the person in whose name holder of such Certificate shall have been issued, or to such person as such person shall direct in writing in the letter of transmittal, a check or wire transfer representing the amount of cash which such holder has the right to receive Merger Consideration in respect of such Certificate, and the Certificate so surrendered pursuant shall forthwith be canceled. If any portion of the Merger Consideration is to be paid to a Person other than the provisions registered holder of Section 3.1 of this Agreement, after giving effect to any required withholding tax, and the shares represented by such the Certificate or Certificates surrendered in exchange therefor, it shall be forthwith cancelled. No interest will be paid or accrued on the Merger Consideration. In the event of a transfer of ownership of shares of Company Common Stock that is not registered on the transfer records of the Company, the Merger Consideration to be paid condition to such holder of Company Common Stock pursuant to Section 3.1 of this Agreement may be paid to such transferee if payment that the Certificate representing or Certificates so surrendered shall be properly endorsed or otherwise be in proper form for transfer and that the Person requesting such Company Common Stock is presented payment shall pay to the Payment Exchange Agent accompanied by all documents required to evidence and effect such transfer and to evidence that any applicable transfer or other Taxes have taxes required as a result of such payment to a Person other than the registered holder of such shares or establish to the satisfaction of the Exchange Agent that such tax has been paid or, alternatively, payments of such Taxes to the Payment Agentor is not payable. Until surrendered as contemplated by this Section 3.22.9, each Certificate (other than Certificates representing Dissenting Shares or shares of Company Common Stock to be canceled pursuant to Section 2.8(b)) shall be deemed, deemed at any time after the Effective Time, Time to represent only the right to receive upon surrender the Merger Consideration, as provided in this Article III. If any Certificate shall have been lost, stolen or destroyed, Consideration upon the making of an affidavit of that fact by the Person claiming the Certificate to be lost, stolen or destroyed and, if required by Parent, the posting by the Person of a bond in such reasonable amount as Parent may direct as indemnity against any claim that may be made against it with respect to the Certificate, the Payment Agent will issue for the lost, stolen or destroyed Certificate, the Merger Consideration, with respect to the shares of Company Common Stock formerly represented by such Certificate as provided in this Article IIIsurrender.

Exchange Procedures. As soon as practicable (but not later than five (5) business days) after the Effective Time, Parent shall cause the Payment Paying Agent shall to mail to each holder of record of a Certificate or Certificates, (i) a form of letter of transmittal in customary form (which shall specify that delivery shall be effected, and risk of loss and title to the Certificate Certificates shall pass, only upon proper delivery of the Certificate Certificates to the Payment Agent, Paying Agent and which shall be in such form and have such other customary provisions as Parent may reasonably specifyform) and (ii) instructions for use in effecting the surrender of the Certificate Certificates in exchange for the Merger Consideration. Upon surrender Each holder of record of a Certificate for cancellation shall, upon surrender to the Payment AgentPaying Agent of such Certificate, together with a such letter of transmittal, duly executed executed, and completed such other documents as may reasonably be required by the Paying Agent, be entitled to receive in accordance with exchange therefor the instructions thereto, Parent shall cause to be delivered to amount of cash which the person in whose name number of shares of Company Common Stock or Company Preferred Stock previously represented by such Certificate shall have been issued, or to such person as such person shall direct in writing in the letter of transmittal, a check or wire transfer representing the amount of cash which such holder has converted into the right to receive in respect of the Certificate surrendered pursuant to the provisions of Section 3.1 of this Agreement, after giving effect to any required withholding tax2.01(c), and the shares represented by such Certificate so surrendered shall forthwith be forthwith cancelled. No interest will be paid or accrued on the Merger Considerationcanceled. In the event of a transfer of ownership of shares of Company Common Stock that or Company Preferred Stock which is not registered on in the transfer records of the Company, payment of the Merger Consideration 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 of the Merger Consideration to be paid to such a person other than the registered holder of Company Common Stock pursuant to Section 3.1 of this Agreement may be paid to such transferee if the Certificate representing such Company Common Stock is presented or establish to the Payment Agent accompanied by all documents required to evidence and effect reasonable satisfaction of Parent that such transfer and to evidence that any applicable transfer or other Taxes have tax has been paid or, alternatively, payments of such Taxes to the Payment Agentor is not applicable. Until surrendered as contemplated by this Section 3.22.02(b), each Certificate shall be deemed, deemed at any time after the Effective Time, Time to represent only the right to receive upon such surrender the Merger Consideration, as provided Consideration which the holder thereof has the right to receive in respect of such Certificate pursuant to this Article IIIII. If No interest shall be paid or will accrue on any Certificate shall have been lost, stolen or destroyed, upon the making cash payable to holders of an affidavit of that fact by the Person claiming the Certificate to be lost, stolen or destroyed and, if required by Parent, the posting by the Person of a bond in such reasonable amount as Parent may direct as indemnity against any claim that may be made against it with respect Certificates pursuant to the Certificate, the Payment Agent will issue for the lost, stolen or destroyed Certificate, the Merger Consideration, with respect to the shares provisions of Company Common Stock formerly represented by such Certificate as provided in this Article IIIII.

Exchange Procedures. As soon as reasonably practicable after the Effective Time, the Payment Exchange Agent shall mail to each holder of record of a Certificate certificate or certificates which immediately prior to the Effective Time represented outstanding Shares (the “Certificates”) whose shares were converted into the right to receive the Merger Consideration pursuant to Section 2.2, (i) a letter of transmittal in customary form (which shall specify that delivery shall be effected, and risk of loss and title to the Certificate Certificates shall pass, only upon delivery of the Certificate Certificates to the Payment Agent, Exchange Agent and shall be in such form and have such other customary provisions as Parent may reasonably specify) and (ii) instructions for effecting use in surrendering the surrender of the Certificate Certificates in exchange for the Merger Consideration. Upon surrender of a Certificate for cancellation to the Payment Exchange Agent, together with a such letter of transmittal, duly executed executed, and completed in accordance with such other documents as may reasonably be required by the instructions theretoExchange Agent, Parent shall cause to be delivered to the person in whose name holder of such Certificate shall have been issued, or to such person as such person shall direct receive in writing in the letter of transmittal, a check or wire transfer representing exchange therefor the amount of cash which the Shares theretofore represented by such Certificate entitle such holder has the right to receive in respect of the Certificate surrendered pursuant to the provisions of Section 3.1 of this Agreement, after giving effect to any required withholding tax, Article 2 and the shares represented by such Certificate so surrendered shall forthwith be forthwith cancelled. No interest will be paid or accrued on the Merger Considerationcanceled. In the event of a transfer of ownership of shares of Company Common Stock that is not registered on in the transfer records of the Company, the Merger Consideration to be paid to such holder of Company Common Stock pursuant to Section 3.1 of this Agreement payment may be paid made to such transferee if a Person other than the Person in whose name the Certificate representing so surrendered is registered if such Company Common Stock is presented to the Payment Agent accompanied by all documents required to evidence and effect such Certificate shall be properly endorsed or otherwise be in proper form for transfer and to evidence that the Person requesting such issuance shall pay any applicable transfer or other Taxes have required by reason of the payment to a Person other than the registered holder of such Certificate or establish to the satisfaction of Parent that such Tax has been paid or, alternatively, payments of such Taxes to the Payment Agentor is not applicable. Until surrendered as contemplated by this Section 3.2, each Each Certificate shall be deemed, deemed at any time after the Effective Time, Time to represent only the right to receive upon surrender in accordance with this Section 2.3 the Merger Consideration, as provided in this Article III. If any Certificate Consideration into which the Shares shall have been lost, stolen converted pursuant to Section 2.2. No interest shall be paid or destroyed, upon the making shall accrue on any cash payable to holders of an affidavit of that fact by the Person claiming the Certificate to be lost, stolen or destroyed and, if required by Parent, the posting by the Person of a bond in such reasonable amount as Parent may direct as indemnity against any claim that may be made against it with respect Certificates pursuant to the Certificate, the Payment Agent will issue for the lost, stolen or destroyed Certificate, the Merger Consideration, with respect to the shares provisions of Company Common Stock formerly represented by such Certificate as provided in this Article III2.

Exchange Procedures. As soon as reasonably practicable after the Effective Time, the Payment Surviving Corporation or Parent shall cause the Paying Agent shall to mail or personally deliver to each holder of record (or his or her attorney-in-fact) of a Certificate or Certificates, whose shares of Company Common Stock were converted into the right to receive the Merger Consideration pursuant to Section 2.11(a), (i) a letter of transmittal in customary form (which shall (A) include an accompanying IRS Form W-9 (or substitute IRS Form W-9) and IRS Form W-8BEN, (B) specify that delivery shall be effected, and risk of loss and title to the Certificate Certificates shall pass, only upon delivery of the Certificate Certificates to the Payment Paying Agent, and shall (C) be in such form and have such other customary provisions as Parent may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificate Certificates in exchange for the Merger Consideration. Upon After the Effective Time and upon surrender of a Certificate for cancellation to the Payment Paying Agent, together with a such letter of transmittal, duly executed and completed in accordance with the instructions thereto, Parent shall cause to and such other documents as reasonably may be delivered to required by the person in whose name such Certificate shall have been issuedPaying Agent, or to such person as such person shall direct in writing in the letter holder of transmittal, a check or wire transfer representing the amount of cash which such holder has the right to receive in respect of the Certificate surrendered pursuant to the provisions of Section 3.1 of this Agreement, after giving effect to any required withholding tax, and the shares represented by such Certificate shall be entitled to receive in exchange therefor the Merger Consideration to which such holder is entitled pursuant hereto, and the Certificate so surrendered shall forthwith cancelledbe canceled and the Merger Consideration shall be sent promptly to such holder. No interest will accrue or be paid or accrued on with respect to any Merger Consideration to be delivered upon surrender of the Certificates. If the payment of the Merger Consideration. In Consideration is to be made to a Person other than the event Person in whose name the surrendered Certificate is registered, it shall be a condition of a payment that (x) the Certificate so surrendered be properly endorsed or shall be otherwise in proper form for transfer, and (y) the Person requesting such payment shall have paid all transfer of ownership of shares of Company Common Stock that is not registered on the transfer records and other Taxes required by reason of the Company, payment of the Merger Consideration to be paid a Person other than the registered holder of the Certificate surrendered, or required for any other reason relating to such holder of Company Common Stock pursuant to Section 3.1 of this Agreement may be paid to such transferee if the Certificate representing such Company Common Stock is presented or requesting Person, or shall have established to the Payment Agent accompanied by all documents satisfaction of Parent and MergerSub that such Tax either has been paid or is not required to evidence and effect such transfer and to evidence that any applicable transfer or other Taxes have been paid or, alternatively, payments of such Taxes to the Payment Agentbe paid. Until surrendered as contemplated by this Section 3.22.12, each Certificate shall be deemed, deemed at any time after the Effective Time, Time to represent only the right to receive upon such surrender the Merger Consideration, as provided in this Article III. If any Certificate shall have been lost, stolen or destroyed, upon Consideration to which the making holder of an affidavit of that fact by the Person claiming the Certificate to be lost, stolen or destroyed and, if required by Parent, the posting by the Person of a bond in such reasonable amount as Parent may direct as indemnity against any claim that may be made against it with respect to the Certificate, the Payment Agent will issue for the lost, stolen or destroyed Certificate, the Merger Consideration, with respect to the shares of Company Common Stock formerly represented by such Certificate as provided in this Article IIIis entitled pursuant hereto, without interest thereon.

Exchange Procedures. As soon as reasonably practicable after the Effective Time, the Payment Exchange Agent shall mail to each holder of record of a Certificate certificate or certificates that immediately prior to the Effective Time represented outstanding shares of FPL Common Stock or Entergy Common Stock (the "Certificates") whose shares were converted into the right to receive shares of Company Common Stock pursuant to Section 2.01 (the "Merger Consideration"), (i) a letter of transmittal in customary form (which shall specify that delivery shall be effected, and risk of loss and title to the Certificate Certificates shall pass, only upon delivery of the Certificate Certificates to the Payment Agent, Exchange Agent and shall be in such form and have such other customary provisions as Parent FPL and Entergy may reasonably specify) and (ii) instructions for effecting use in surrendering the surrender of the Certificate Certificates in exchange for the Merger Consideration. Upon surrender of a Certificate for cancellation cancelation to the Payment Exchange Agent, together with a such letter of transmittal, duly executed executed, and completed in accordance with such other documents as may reasonably be required by the instructions theretoExchange Agent, Parent shall cause to be delivered to the person in whose name holder of such Certificate shall have been issued, or be entitled to such person as such person shall direct receive in writing in the letter exchange therefor a certificate representing that number of transmittal, a check or wire transfer representing the amount whole shares of cash which Company Common Stock that such holder has the right to receive in respect of the Certificate surrendered pursuant to the provisions of this Article II, certain dividends or other distributions in accordance with Section 3.1 2.02(c) and cash in lieu of this Agreement, after giving effect to any required withholding taxfractional share of Company Common Stock in accordance with Section 2.02(e), and the shares represented by such Certificate so surrendered shall forthwith be forthwith cancelled. No interest will be paid or accrued on the Merger Considerationcanceled. In the event of a transfer of ownership of shares of Company FPL Common Stock or Entergy Common Stock that is not registered on in the transfer records of FPL or Entergy, as the Companycase may be, a certificate representing the Merger Consideration to be paid to such holder proper number of shares of Company Common Stock pursuant to Section 3.1 of this Agreement may be paid issued to such transferee if a person other than the person in whose name the Certificate representing so surrendered is registered if such Certificate shall be properly endorsed or otherwise be in proper form for transfer and the person requesting such issuance shall pay any transfer or other taxes required by reason of the issuance of shares of Company Common Stock is presented to a person other than the registered holder of such Certificate or establish to the Payment Agent accompanied by all documents required to evidence and effect satisfaction of the Company that such transfer and to evidence that any applicable transfer or other Taxes have tax has been paid or, alternatively, payments of such Taxes to the Payment Agentor is not applicable. Until surrendered as contemplated by this Section 3.22.02, each Certificate shall be deemed, deemed at any time after the Effective Time, Time to represent only the right to receive upon such surrender the Merger Consideration, as provided which the holder thereof has the right to receive in respect of such Certificate pursuant to the provisions of this Article IIIII, certain dividends or other distributions in accordance with Section 2.02(c) and cash in lieu of any fractional share of FPL Common Stock or Entergy Common Stock, as the case may be, in accordance with Section 2.02(e). If No interest shall be paid or will accrue on the Merger Consideration or any Certificate shall have been lost, stolen or destroyed, upon the making cash payable to holders of an affidavit of that fact by the Person claiming the Certificate to be lost, stolen or destroyed and, if required by Parent, the posting by the Person of a bond in such reasonable amount as Parent may direct as indemnity against any claim that may be made against it with respect Certificates pursuant to the Certificate, the Payment Agent will issue for the lost, stolen or destroyed Certificate, the Merger Consideration, with respect to the shares provisions of Company Common Stock formerly represented by such Certificate as provided in this Article IIIII.

Exchange Procedures. As soon as practicable Promptly after the Effective Time, NTL will cause the Payment Exchange Agent shall to mail to each registered holder of record a certificate or certificates other than Dissenting Shareholders, if any, which immediately prior to the Effective Time represented outstanding shares of a Certificate or Partners Common Stock (the "Certificates") whose shares were cancelled in consideration of the receipt of the Amalgamation Consideration pursuant to Section 2.1, (i) a letter of transmittal in customary form (which shall specify that delivery shall be effected, and risk of loss and title to the Certificate Certificates shall pass, only upon delivery of the Certificate Certificates to the Payment Agent, Exchange Agent and shall be in such form and have such other customary provisions as Parent Partners and NTL may reasonably specify) and (ii) instructions for effecting use in surrendering the surrender of the Certificate Certificates in exchange for the Merger Amalgamation Consideration. Upon surrender of a Certificate for cancellation to the Payment Exchange Agent, together with a such letter of transmittal, duly executed executed, and completed in accordance with such other documents as may reasonably be required by the instructions theretoExchange Agent, Parent shall cause to be delivered to the person in whose name holder of such Certificate shall have been issuedbe entitled to receive in consideration therefor a certificate representing that number of whole shares of NTL Common Stock, NTL Class C Stock or to such person as such person shall direct in writing in the letter of transmittalNTL Class D Stock (collectively, a check or wire transfer representing the amount of cash "NTL Capital Stock") which such holder has the right to receive in respect of the Certificate surrendered pursuant to the provisions of this Article II, certain dividends or other distributions in accordance with Section 3.1 2.2(c) and cash in lieu of this Agreement, after giving effect to any required withholding taxfractional share of NTL Capital Stock in accordance with Section 2.2(e), and the shares represented by such Certificate so surrendered shall forthwith be forthwith cancelled. No interest will be paid or accrued on the Merger Consideration. In the event of a transfer surrender of ownership of a Certificate representing shares of Company Partners Common Stock that is which are not registered on in the transfer records of Partners under the Companyname of the person surrendering such Certificate, a certificate representing the Merger Consideration to be paid to such holder proper number of Company Common shares of NTL Capital Stock pursuant to Section 3.1 of this Agreement may be paid issued to such transferee if a person other than the person in whose name the Certificate representing so surrendered is registered if such Company Common Stock is presented to the Payment Agent accompanied by all documents required to evidence and effect such Certificate shall be properly endorsed or otherwise be in proper form for transfer and to evidence that the person requesting such issuance shall pay any applicable transfer or other Taxes have taxes required by reason of the issuance of shares of NTL Capital Stock to a person other than the registered holder of such Certificate or establish to the satisfaction of NTL that such tax has been paid or, alternatively, payments of such Taxes to the Payment Agentor is not applicable. Until surrendered as contemplated by this Section 3.22.2, each Certificate shall be deemed, deemed at any time after the Effective Time, Time to represent only the right to receive upon such surrender the Merger Consideration, as provided Amalgamation Consideration which the holder thereof has the right to receive in respect of such Certificate pursuant to the provisions of this Article IIIII, certain dividends or other distributions in accordance with Section 2.2(c) and cash in lieu of any fractional share of NTL Capital Stock in accordance with Section 2.2(e). If No interest shall be paid or will accrue on any Certificate shall have been lost, stolen or destroyed, upon the making cash payable to holders of an affidavit of that fact by the Person claiming the Certificate to be lost, stolen or destroyed and, if required by Parent, the posting by the Person of a bond in such reasonable amount as Parent may direct as indemnity against any claim that may be made against it with respect Certificates pursuant to the Certificate, the Payment Agent will issue for the lost, stolen or destroyed Certificate, the Merger Consideration, with respect to the shares provisions of Company Common Stock formerly represented by such Certificate as provided in this Article IIIII.

Exchange Procedures. As soon If a holder of Company Stock surrenders to the Paying Agent a Certificate, together with a Letter of Transmittal properly completed and duly executed, and such other documents as practicable may be reasonably requested pursuant to the Instructions, at least two (2) Business Days prior to the Closing Date and such holder is the record holder as of the Closing Date, then the Company shall use commercially reasonable efforts to cause the Paying Agent to pay to the holder of such Certificate on the Closing Date, in exchange therefor, solely from the Exchange Fund, the Merger Consideration (subject to any applicable withholding tax as specified in Section 2.07), without interest, with respect thereto, and such Certificate shall forthwith be canceled. If a holder surrenders to the Paying Agent a Certificate, together with a Letter of Transmittal properly completed and duly executed (and such other documents as may be reasonably requested pursuant to the Instructions), any time after two (2) Business Days prior to the Closing Date, and such holder is the record holder as of the Effective Time, then the Payment Agent shall mail to each holder of record of a Certificate or Certificates, (i) a letter of transmittal in customary form (which shall specify that delivery shall be effected, and risk of loss and title to the Certificate shall pass, only upon delivery of the Certificate to the Payment Agent, and shall be in such form and have such other customary provisions as Parent may reasonably specify) and (ii) instructions for effecting the surrender of the Certificate in exchange for the Merger Consideration. Upon surrender of a Certificate for cancellation to the Payment Agent, together with a letter of transmittal, duly executed and completed in accordance with the instructions thereto, Parent shall cause to be delivered to the person in whose name such Certificate shall have been issued, or to such person as such person shall direct in writing in the letter of transmittal, a check or wire transfer representing the amount of cash which such holder has the right to receive in respect of the Certificate surrendered pursuant to the provisions of Section 3.1 of this Agreement, after giving effect to any required withholding tax, and the shares represented by such Certificate shall be forthwith cancelled. No interest will be paid or accrued on as soon as reasonably practicable following the Closing Date in exchange therefor by the Paying Agent, solely from the Exchange Fund, the Merger ConsiderationConsideration (subject to any applicable withholding tax as specified in Section 2.07), without interest, with respect thereto, and such Certificate shall forthwith be canceled. In the event of a transfer of ownership of shares of Company Common Stock that which is not registered on in the transfer records of the Company, payment of the Merger Consideration in accordance with this Section 2.03(b) 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 of the Merger Consideration to a person other than the registered holder of such Certificate. No interest shall be paid or accrued on any Merger Consideration payable to such holder holders of Company Common Stock pursuant to Section 3.1 of this Agreement may be paid to such transferee if the Certificate representing such Company Common Stock is presented to the Payment Agent accompanied by all documents required to evidence and effect such transfer and to evidence that any applicable transfer Certificates or other Taxes have been paid or, alternatively, payments of such Taxes to the Payment Agent. 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 surrender the Merger Consideration, as provided in this Article III. If any Certificate shall have been lost, stolen options or destroyed, upon the making of an affidavit of that fact by the Person claiming the Certificate to be lost, stolen or destroyed and, if required by Parent, the posting by the Person of a bond in such reasonable amount as Parent may direct as indemnity against any claim that may be made against it with respect to the Certificate, the Payment Agent will issue for the lost, stolen or destroyed Certificate, the Merger Consideration, with respect to the shares of Company Common Stock formerly represented by such Certificate as provided in this Article IIIwarrants.

Exchange Procedures. As soon as reasonably practicable after the Effective Time, the Payment Exchange Agent shall mail to each holder of record of a Certificate certificate or Certificatescertificates, or an electronic book entry position in lieu of a physical certificate or certificates, that immediately prior to the Effective Time represented outstanding shares of Company Common Stock (a “Certificate”) whose shares were converted into the right to receive Merger Consideration pursuant to Section 1.6, (i) a letter of transmittal in customary form (which shall specify that delivery shall be effected, and risk of loss and title to the Certificate Certificates shall passpass to the Exchange Agent, only upon delivery of the Certificate Certificates to the Payment Exchange Agent, and shall be in such form and have such other customary provisions as Parent may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificate Certificates in exchange for the Merger Consideration. Upon surrender of a Certificate for cancellation to the Payment AgentExchange Agent or to such other agent or agents as may be appointed by Parent, together with a such letter of transmittal, duly executed executed, and completed in accordance with such other documents as may reasonably be required by the instructions theretoExchange Agent, Parent shall cause to be delivered to the person in whose name holder of such Certificate shall have been issued, or to such person as such person shall direct in writing in the letter of transmittal, a check or wire transfer representing the amount of cash which such holder has the right be entitled to receive in exchange therefor the Merger Consideration payable in respect of the shares of Company Common Stock theretofore represented by such Certificate surrendered pursuant to the provisions of Section 3.1 of this Agreement, after giving effect to any required withholding taxArticle I, and the shares represented by such Certificate so surrendered shall forthwith be forthwith cancelled. No interest will be paid or accrued on the Merger Considerationcanceled. In the event of a transfer of ownership of shares of Company Common Stock that is not registered on in the transfer records of the Company, the Merger Consideration to be paid to such holder of Company Common Stock pursuant to Section 3.1 of this Agreement payment may be paid made to such transferee if a person other than the person in whose name the Certificate representing so surrendered is registered, if such Company Common Stock is presented to the Payment Agent accompanied by all documents required to evidence and effect such Certificate shall be properly endorsed or otherwise be in proper form for transfer and to evidence that the person requesting such payment shall pay any applicable transfer or other Taxes have taxes required by reason of the payment to a person other than the registered holder of such Certificate or establish to the satisfaction of Parent that such tax has been paid or, alternatively, payments of such Taxes to the Payment Agentor is not applicable. Until surrendered as contemplated by this Section 3.21.7, each Certificate shall be deemed, deemed at any time after the Effective Time, Time to represent only the right to receive upon such surrender the Merger Consideration, Consideration as provided in contemplated by this Article IIISection 1.7. If No interest shall be paid or accrue on any Certificate shall have been lost, stolen or destroyed, cash payable upon the making surrender of an affidavit of that fact by the Person claiming the Certificate to be lost, stolen or destroyed and, if required by Parent, the posting by the Person of a bond in such reasonable amount as Parent may direct as indemnity against any claim that may be made against it with respect to the Certificate, the Payment Agent will issue for the lost, stolen or destroyed Certificate, the Merger Consideration, with respect to the shares of Company Common Stock formerly represented by such Certificate as provided in this Article III.

Exchange Procedures. As soon as practicable Promptly (and in any event within five (5) Business Days) after the Effective Time, Parent shall cause the Payment Exchange Agent shall to mail to each holder of record of a Certificate or Certificates, Company Common Stock whose shares of Company Common Stock were converted into the right to receive the Merger Consideration (i) a form of letter of transmittal in customary form (which shall specify that delivery shall be effected, and risk of loss and title to the Certificate shall pass, only upon proper delivery of the Certificate Certificates or transfer of the Uncertificated Shares to the Payment Agent, Exchange Agent and which shall be in such customary form and have such other contain customary provisions as Parent may reasonably specifyprovisions) and (ii) instructions for use in effecting the surrender of the Certificate Certificates or transfer of Uncertificated Shares in exchange for the Merger Consideration. Upon Each holder of record of one or more shares of Company Common Stock shall, upon surrender of a Certificate for cancellation or transfer to the Payment Exchange Agent, together with a such letter of transmittal, duly executed executed, and completed such other documents as may reasonably be required by the Exchange Agent, be entitled to receive in accordance with the instructions thereto, Parent shall cause to be delivered to the person in whose name such Certificate shall have been issued, or to such person as such person shall direct in writing in the letter of transmittal, a check or wire transfer representing exchange therefor the amount of cash to which such holder has the right to receive in respect of the Certificate surrendered is entitled pursuant to the provisions of Section 3.1 of this Agreement, after giving effect to any required withholding tax2.09(c), and the shares represented by such Certificate of Company Common Stock so surrendered shall forthwith be forthwith cancelled. No interest will be paid or accrued on the Merger Considerationcanceled. In the event of a transfer of ownership of shares of Company Common Stock that which is not registered on in the transfer records of the Company, payment of the Merger Consideration in accordance with this Section 2.10(b) 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 Taxes required by reason of the payment of the Merger Consideration to be paid to such a person other than the registered holder of Company Common Stock pursuant to Section 3.1 of this Agreement may be paid to such transferee if the Certificate representing such Company Common Stock is presented or establish to the Payment Agent accompanied by all documents required to evidence and effect reasonable satisfaction of Parent that such transfer and to evidence that any applicable transfer or other Taxes have been paid or, alternatively, payments of such Taxes to the Payment Agentor are not applicable. Until surrendered as contemplated by this Section 3.22.10(b), each Certificate or Uncertificated Share shall be deemed, deemed at any time after the Effective Time, Time to represent only the right to receive upon such surrender the Merger Consideration, as provided in . No interest shall be paid or will accrue on any payment to holders of Certificates or Uncertificated Shares pursuant to the provisions of this Article III. If any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person claiming the Certificate to be lost, stolen or destroyed and, if required by Parent, the posting by the Person of a bond in such reasonable amount as Parent may direct as indemnity against any claim that may be made against it with respect to the Certificate, the Payment Agent will issue for the lost, stolen or destroyed Certificate, the Merger Consideration, with respect to the shares of Company Common Stock formerly represented by such Certificate as provided in this Article IIIII.

Exchange Procedures. As soon (a) If any portion of the Merger Consideration is to be paid to a Person other than the Person in whose name a Certificate surrendered pursuant to Section 2.03(d) is registered, it shall be a condition to such payment that such Certificate shall be properly endorsed or otherwise be in proper form for transfer, as practicable applicable, and the Person requesting such payment shall inform the Exchange Agent, pursuant to an agreement entered into prior to Closing, whether any transfer or other similar Taxes are required as a result of such payment to a Person other than the registered holder of such Certificate, or establish to the reasonable satisfaction of the Exchange Agent that such Taxes are not payable. If such transfer or other similar Taxes are payable pursuant to the preceding sentence, then the Exchange Agent shall withhold and deduct from the Merger Consideration (including cash in lieu of fractional shares of NBT Stock) otherwise payable pursuant to this Agreement to the designated Person other than the registered holder, such amounts as the Exchange Agent determines are necessary based on the information supplied by the registered holder. The Exchange Agent (or, subsequent to the twelve-month anniversary of the Effective Time, NBT) shall be entitled to deduct and withhold from the Merger Consideration (including cash in lieu of fractional shares of NBT Stock) otherwise payable pursuant to this Agreement to any holder of Salisbury Stock such amounts as the Exchange Agent or NBT, as the case may be, is required to deduct and withhold under the Code, or any provision of state, local or foreign Tax law, with respect to the making of such payment. To the extent that any amounts are withheld by the Exchange Agent or NBT, as the case may be, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the holder of shares of Salisbury Stock in respect of whom such deduction and withholding was made by the Exchange Agent or NBT, as the case may be. (b) At least one (1) business day prior to the Effective Time, NBT shall deposit, or shall cause to be deposited, with the Exchange Agent, for the benefit of the holders of Salisbury Stock pursuant to this Article II (i) certificates, or at NBT’s option, evidence of shares in book-entry form, representing the shares of NBT Stock, sufficient to pay the aggregate Stock Consideration required pursuant to this Article II, and (ii) an aggregate amount of cash sufficient to pay the estimated amount of cash to be paid in lieu of fractional shares of NBT Stock, each to be given to the holders of Salisbury Stock in exchange for Certificates pursuant to this Article II. Until the twelve (12) month anniversary of the Effective Time, NBT shall make available on a timely basis or cause to be made available to the Exchange Agent the following: (i) certificates, or at NBT’s option, evidence of shares in book-entry form, representing the shares of NBT Stock, sufficient to pay the aggregate Stock Consideration required pursuant to this Article II, and (ii) an aggregate amount of cash sufficient to pay the estimated amount of cash to be paid in lieu of fractional shares of NBT Stock, each to be given to the holders of Salisbury Stock in exchange for Certificates pursuant to this Article II. Upon such twelve (12) month anniversary, any such cash or certificates remaining in the possession of the Exchange Agent, together with any earnings in respect thereof, shall be delivered to NBT. Any holder of Certificates who has not theretofore exchanged his or her Certificates for the Merger Consideration pursuant to this Article II or who has not theretofore submitted a letter of transmittal, if required, shall thereafter be entitled to look exclusively to NBT, and only as a general creditor thereof, for the Merger Consideration, as applicable, to which he or she may be entitled upon exchange of such Certificates pursuant to this Article II. If outstanding Certificates are not surrendered, or the payment for the Certificates is not claimed prior to the date on which such payment would otherwise escheat to or become the property of any Governmental Authority, the unclaimed items shall, to the extent permitted by abandoned property and any other applicable law, become the property of NBT (and to the extent not in its possession shall be delivered to it), free and clear of all Liens of any Person previously entitled to such property. Neither the Exchange Agent nor any of the parties hereto shall be liable to any holder of Salisbury Stock represented by any Certificate for any consideration paid to a public official pursuant to applicable abandoned property, escheat or similar laws. NBT and the Exchange Agent shall be entitled to rely upon the stock transfer books of ▇▇▇▇▇▇▇▇▇ to establish the identity of those Persons entitled to receive the Merger Consideration, which books shall be conclusive with respect thereto. (c) Promptly after the Effective Time, NBT shall cause the Payment Exchange Agent shall to mail or deliver to each Person who did not surrender, or who improperly surrendered, such shareholder’s Certificates to the Exchange Agent and who was, immediately prior to the Effective Time, a holder of record of Salisbury Stock a Certificate or Certificatesnotice advising such holders of the effectiveness of the Merger, (i) including a letter of transmittal in customary a form (reasonably satisfactory to NBT and Salisbury containing instructions for use in effecting the surrender of Certificates in exchange for the Merger Consideration which shall specify that delivery shall be effected, and risk of loss and title to the Certificate Certificates shall pass, only upon with respect to shares evidenced by Certificates, proper delivery of the Certificate to the Payment AgentExchange Agent of such Certificates and the transmittal materials, duly, completely and shall be validly executed in such form and have such other customary provisions as Parent may reasonably specify) and (ii) accordance with the instructions for effecting the surrender of the Certificate in exchange for the Merger Considerationthereto. Upon surrender to the Exchange Agent of a Certificate for cancellation to the Payment Agent, together with a such letter of transmittal, duly executed and completed in accordance with the instructions thereto, Parent shall cause to be delivered to the person in whose name holder of such Certificate shall have been issuedpromptly be provided in exchange therefor, but in no event later than five (5) Business Days after due surrender, (x) a certificate, or at the election of NBT, a statement reflecting shares issued in book-entry form, representing the number of whole shares of NBT Stock that such holder is entitled pursuant to such person as such person shall direct in writing this Article II, and (y) a check in the letter amount equal to the sum of transmittal, a check or wire transfer representing (A) the amount cash portion of cash which the Merger Consideration that such holder has the right to receive in respect of the such Certificate surrendered pursuant to the provisions this Article II, (B) any cash in lieu of fractional shares pursuant to Section 3.1 of this Agreement, after giving effect 2.03(f) and (C) any dividends or other distributions that such holder is entitled pursuant to any required withholding taxSection 2.03(e), and the shares represented by such Certificate so surrendered shall forthwith be forthwith cancelledcanceled. No interest will accrue or be paid or accrued on the Merger Consideration. with respect to any property to be delivered upon surrender of Certificates. (d) In the event of a transfer of ownership of shares of Company Common Stock that is not registered on the transfer records of the Company, the Merger Consideration to be paid to such holder of Company Common Stock pursuant to Section 3.1 of this Agreement may be paid to such transferee if the Certificate representing such Company Common Stock is presented to the Payment Agent accompanied by all documents required to evidence and effect such transfer and to evidence that any applicable transfer or other Taxes have been paid or, alternatively, payments of such Taxes to the Payment Agent. 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 surrender the Merger Consideration, as provided in this Article III. If any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person claiming the such Certificate to be lost, stolen or destroyed and, if required by ParentNBT or the Exchange Agent, the posting by the such Person of a bond in such reasonable customary amount as Parent may direct as indemnity against any claim that may be made against it or the Surviving Corporation with respect to the such Certificate, NBT shall cause the Payment Exchange Agent will to issue for the Merger Consideration deliverable to such Person, and any cash, unpaid dividends or other distributions that would be payable or deliverable to such Person, in respect of the shares of Salisbury Stock represented by such lost, stolen or destroyed Certificate, . (e) No dividends or other distributions with respect to NBT Stock with a record date after the Merger Consideration, Effective Time shall be paid to the holder of any unsurrendered Certificate with respect to the shares of Company Common NBT Stock formerly represented thereby, and no cash payment in lieu of fractional shares shall be paid to any such holder pursuant to subsection (l) below, and all such dividends, other distributions and cash in lieu of fractional shares of NBT Stock shall be paid by NBT to the Exchange Agent, in each case until the surrender of such Certificate in accordance with this Section 2.03. Subject to the effect of applicable abandoned property, escheat or similar laws, following surrender of any such Certificate there shall be paid to the Holder of the whole shares of NBT Stock issued in exchange therefor, without interest, (i) at the time of such surrender, the amount of dividends or other distributions with a record date after the Effective Time theretofore paid with respect to such whole shares of NBT Stock and the amount of any cash payable in lieu of a fractional share of NBT Stock to which such holder is entitled pursuant to subsection (l), and (ii) at the appropriate payment date, the amount of dividends or other distributions with a record date after the Effective Time but prior to such surrender and with a payment date subsequent to such surrender payable with respect to such whole shares of NBT Stock. NBT shall make available to the Exchange Agent cash for these purposes, if necessary. (f) Notwithstanding any other provision hereof, no fractional shares of NBT Stock and no certificates or scrip therefor, or other evidence of ownership thereof, will be issued in the Merger; no dividend or distribution by NBT shall relate to such fractional share interests; and such fractional share interests will not entitle the owner thereof to vote or to any other rights as provided a stockholder of NBT. In lieu of any such fractional shares, NBT shall pay to each holder of a fractional share of NBT Stock an amount of cash (without interest) determined by multiplying the fractional share interest to which such holder would otherwise be entitled by the average of the daily closing prices during the regular session of NBT Stock as reported on NASDAQ for the five (5) consecutive trading days ending on the third Business Day immediately prior to the Closing Date, rounded to the nearest whole cent (the “NBT Measurement Price”). (g) NBT, in the exercise of its reasonable discretion, shall have the right to make all determinations, not inconsistent with the terms of this Article IIIAgreement, governing (A) the issuance and delivery of shares of NBT Stock into which shares of Salisbury Stock are converted in the Merger and (B) the method of payment of cash in lieu of fractional shares of NBT Stock.

Exchange Procedures. As soon as practicable (a) Franklin shall use its best efforts to cause the Exchange Agent, within five business days after the Effective Time, the Payment Agent shall to mail to each holder of record of a Certificate or Certificates, Seller Common Stock whose shares were converted into the right to receive the Merger Consideration pursuant to Section 2.1: (i) a letter of transmittal in customary form (which shall specify that delivery shall be effected, and risk of loss and title to the Certificate Seller Stock Certificate(s) shall pass, only upon delivery of the Certificate certificate or certificates (the "SELLER STOCK CERTIFICATES") which immediately prior to the Payment AgentEffective Time represented outstanding shares of the Seller Common Stock (or affidavits of loss in lieu of such certificates) (the "LETTER OF TRANSMITTAL") to the person authorized to act as exchange agent under this Agreement, which person shall be designated by Franklin and reasonably acceptable to Seller (the "EXCHANGE AGENT"), and shall be in such form and have such other customary provisions as Parent Franklin or the Exchange Agent may reasonably specify) and (ii) instructions for effecting use in surrendering the surrender of the Certificate Seller Stock Certificate(s) in exchange for the Merger Consideration. Upon surrender of a Certificate for cancellation to the Payment Agent, together with a letter of transmittal, duly executed and completed in accordance with the instructions thereto, Parent shall cause to be delivered to the person in whose name such Certificate shall have been issued, or to such person as such person shall direct in writing in the letter of transmittal, a check or wire transfer representing the amount of cash which such holder has the right to receive in respect of the Certificate surrendered pursuant to the provisions of Section 3.1 of this Agreement, after giving effect to any required withholding tax, and the shares represented by such Certificate shall be forthwith cancelled. No interest will be paid or accrued on the Merger Consideration. In the event of a transfer of ownership of shares of Company Common Stock that is not registered on the transfer records of the Company, the Merger Consideration to be paid in consideration therefor upon surrender of such Seller Stock Certificate(s) in accordance with this Article II. (b) If any portion of the Merger Consideration is to be paid to a person other than the person in whose name a Seller Stock Certificate so surrendered is registered, it shall be a condition to such payment that such Seller Stock Certificate shall be properly endorsed or otherwise be in proper form for transfer and the person requesting such payment shall pay to the Exchange Agent any transfer or other similar Taxes (as defined in Section 3.7(c)) required as a result of such payment to a person other than the registered holder of Company such Seller Stock Certificate, or establish to the reasonable satisfaction of the Exchange Agent that such Tax has been paid or is not payable. Franklin or the Exchange Agent shall be entitled to deduct and withhold from the Merger Consideration otherwise payable pursuant to this Agreement to any holder of the Seller Common Stock pursuant such amounts as Franklin or the Exchange Agent is required to Section 3.1 deduct and withhold under the Code, or any provision of state, local or foreign Tax law, with respect to the making of such payment. To the extent the amounts are so withheld by Franklin or the Exchange Agent, such withheld amounts shall be treated for all purposes of this Agreement may be as having been paid to such transferee if the Certificate representing such Company holder of shares of the Seller Common Stock is presented to in respect of whom such deduction and withholding was made by Franklin or the Payment Agent accompanied by all documents required to evidence and effect such transfer and to evidence that any applicable transfer or other Taxes have been paid or, alternatively, payments of such Taxes to Exchange Agent. (c) After the Payment Agent. Until surrendered as contemplated by this Section 3.2, each Certificate Effective Time there shall be deemed, at any time no further registration or transfers of shares of the Seller Common Stock. If after the Effective Time, the Seller Stock Certificates are presented to represent the Surviving Corporation, they shall be cancelled and exchanged for the Merger Consideration in accordance with the procedures set forth in this Article II. (d) At any time following the six-month anniversary of the Effective Time, Franklin shall be entitled to require the Exchange Agent to deliver to it any remaining portion of the Merger Consideration not distributed to holders of shares of the Seller Common Stock that was deposited with the Exchange Agent at the Effective Time (the "EXCHANGE FUND") (including any interest received with respect thereto and other income resulting from investments by the Exchange Agent, as directed by Franklin), and holders shall be entitled to look only the right to receive upon surrender Franklin (subject to abandoned property, escheat or other similar laws) with respect to the Merger Consideration, as provided in this Article IIIwithout any interest thereon. If Notwithstanding the foregoing, neither Franklin nor the Exchange Agent shall be liable to any holder of a Seller Stock Certificate for Merger Consideration delivered to a public official pursuant to any applicable abandoned property, escheat or similar law. (e) In the event any of the Seller Stock Certificates shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person person claiming the Certificate such Seller Stock Certificate(s) to be lost, stolen or destroyed and, if required by ParentFranklin or the Exchange Agent, the posting by the Person such person of a bond in such reasonable amount sum as Parent either of them may reasonably direct as indemnity against any claim that may be made against it or the Surviving Corporation with respect to the Certificatesuch Seller Stock Certificate(s), the Payment Exchange Agent will issue for the Merger Consideration deliverable in respect of the shares of Seller Common Stock represented by such lost, stolen or destroyed CertificateSeller Stock Certificates. (f) Franklin shall have the right to make all determinations, consistent with the terms of this Agreement, governing the method of payment of cash for shares of the Seller Common Stock converted into the right to receive the Merger Consideration. (g) At the Effective Time, Franklin will deposit with the Exchange Agent an amount of cash sufficient to pay the aggregate Merger Consideration to be issued and paid in accordance with the terms of Article II in exchange for outstanding shares of Seller Common Stock. Franklin shall instruct the Exchange Agent to timely pay the Merger Consideration. (h) Upon surrender to the Exchange Agent of Seller Stock Certificate(s), accompanied by a properly completed Letter of Transmittal, a holder of the Seller Common Stock will be entitled to receive promptly after the Effective Time the Merger Consideration in respect to of the shares of Company the Seller Common Stock formerly represented by such Seller Stock Certificate(s). Until so surrendered, each such Seller Stock Certificate as provided in this Article IIIshall represent after the Effective Time, for all purposes, only the right to receive the Merger Consideration.

Exchange Procedures. As soon as reasonably practicable after the Effective Time, Parent shall cause the Payment Paying Agent shall to mail to each holder of record of a Certificate certificate or Certificatescertificates which immediately prior to the Effective Time represented outstanding Shares (the "CERTIFICATES") whose Shares were converted into the right to receive the Merger Consideration pursuant to Section 3.1, (i) a letter of transmittal in customary form (which shall specify that delivery shall be effectedeffective, and risk of loss and title to the Certificate Certificates shall pass, only upon delivery of the Certificate Certificates to the Payment Agent, Paying Agent and shall be in such form and have such other customary provisions not inconsistent with this Agreement as Parent may reasonably specify) and (ii) instructions for effecting use in surrendering the surrender of the Certificate Certificates in exchange for payment of the Merger Consideration. Upon surrender of a Certificate for cancellation to the Payment Paying Agent, together with a such letter of transmittal, duly executed executed, and completed in accordance with such other documents as may reasonably be required by the instructions theretoPaying Agent, Parent shall cause the Paying Agent to be delivered pay to the person in whose name holder of such Certificate shall have been issued, or to such person as such person shall direct in writing in the letter of transmittal, a check or wire transfer representing the amount of cash which such holder has the right to receive in respect of the Certificate surrendered pursuant to the provisions of Section 3.1 of this Agreement, after giving effect to any required withholding taxMerger Consideration, and the shares represented by such Certificate so surrendered shall forthwith be forthwith cancelled. No interest will be paid or accrued on the Merger Consideration. In the event of a transfer surrender of ownership of shares of Company Common Stock that is a Certificate representing Shares which are not registered on in the transfer records of the CompanyCompany under the name of the person surrendering such Certificate, the Merger Consideration to be paid to such holder of Company Common Stock pursuant to Section 3.1 of this Agreement payment may be paid made to such transferee if a person other than the person in whose name the Certificate representing so surrendered is registered if such Company Common Stock is presented to the Payment Agent accompanied by all documents required to evidence and effect such Certificate shall be properly endorsed or otherwise be in proper form for transfer and to evidence that the person requesting such payment shall pay any applicable transfer or other Taxes have (as hereinafter defined) required by reason of payment to a person other than the registered holder of such Certificate or establish to the satisfaction of the Paying Agent that such tax has been paid or, alternatively, payments of such Taxes to the Payment Agentor is not applicable. Until surrendered as contemplated by this Section 3.2, each Certificate shall be deemed, deemed at any time after the Effective Time, Time to represent only the right to receive upon such surrender the Merger Consideration, as provided Consideration which the holder thereof has the right to receive in respect of such Certificate pursuant to the provisions of this Article III. If any Certificate No interest shall have been lost, stolen be paid or destroyed, upon will accrue on the making Merger Consideration payable to holders of an affidavit of that fact by the Person claiming the Certificate to be lost, stolen or destroyed and, if required by Parent, the posting by the Person of a bond in such reasonable amount as Parent may direct as indemnity against any claim that may be made against it with respect Certificates pursuant to the Certificate, the Payment Agent will issue for the lost, stolen or destroyed Certificate, the Merger Consideration, with respect to the shares provisions of Company Common Stock formerly represented by such Certificate as provided in this Article III.

Exchange Procedures. As soon as reasonably practicable after the Effective Time, the Payment Exchange Agent shall mail to each holder of record of a Certificate certificate or certificates which immediately prior to the Effective Time represented outstanding Shares which Shares were converted into the right to receive shares of Company Common Stock pursuant to Section 1.6 (a "Certificate" or "Certificates"), (i) a letter of transmittal in customary form (which shall specify that delivery shall be effected, and risk of loss and title to the Certificate Certificates shall pass, only upon delivery of the Certificate Certificates to the Payment Agent, Exchange Agent and shall be in such form and have such other customary provisions as Parent the Company may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificate Certificates in exchange for the Merger Considerationcertificates representing shares of Company Common Stock. Upon surrender of a Certificate for cancellation to the Payment Agent, Exchange Agent together with a such letter of transmittal, duly executed and completed in accordance with executed, the instructions thereto, Parent shall cause to be delivered to the person in whose name holder of such Certificate shall have been issued, or be entitled to such person as such person shall direct receive in writing in the letter exchange therefor a certificate representing that number of transmittal, a check or wire transfer representing the amount whole shares of cash Company Common Stock which such holder has the right to receive in respect of the Certificate surrendered pursuant to the provisions of Section 3.1 of this Agreement, Article I (after giving effect to any required withholding taxtaking into account all Shares then held by such holder), and the shares represented by such Certificate so surrendered shall forthwith be forthwith cancelled. No interest will be paid or accrued on the Merger Considerationcanceled. In the event of a transfer of ownership of Shares which is not registered in the transfer records of the Seller, a certificate representing the proper number of shares of Company Common Stock that is not registered on the transfer records of the Company, the Merger Consideration to be paid to such holder of Company Common Stock pursuant to Section 3.1 of this Agreement may be paid issued to such a transferee if the Certificate representing such Company Common Stock Shares is presented to the Payment Agent Exchange Agent, accompanied by all documents required to evidence and effect such transfer and to by evidence that any applicable stock transfer or other Taxes taxes have been paid or, alternatively, payments of such Taxes to paid. In the Payment Agent. 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 surrender the Merger Consideration, as provided in this Article III. If event any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person person claiming the such Certificate to be lost, stolen or destroyed and, if required by Parent, and the posting by the Person such person of a bond in such reasonable amount as Parent the Company may direct as indemnity against any claim that may be made against it or the Exchange Agent with respect to the such Certificate, the Payment Exchange Agent will issue in exchange for the such lost, stolen or destroyed CertificateCertificate a certificate representing the proper number of shares of Company Common Stock. Until surrendered as contemplated by this Section 1.8, each Certificate shall be deemed at any time after the Merger ConsiderationEffective Time to represent only the right to receive upon such surrender the certificate representing shares of Company Common Stock, with respect to the dividends, cash in lieu of any fractional shares of Company Common Stock formerly represented as contemplated by such Certificate Section 1.8(e) and other distributions as provided in this Article IIIcontemplated by Section 1.8(c).

Exchange Procedures. As soon promptly as practicable after the Effective Time, and in any event within five (5) Business Days thereafter, Parent shall cause the Payment Exchange Agent shall to mail to each holder of record of a Certificate or Certificates, shares of Company Common Stock whose shares of Company Common Stock were converted into the right to receive the Merger Consideration pursuant to Section 2.1(a)(i): (i) a letter of transmittal in customary form (which shall specify that delivery shall be effected, and risk of loss and title to the Certificate Certificates shall pass, only upon delivery of the Certificate Certificates to the Payment Agent, Exchange Agent and which shall be in such form and have such other customary provisions as Parent and the Company may reasonably specifyagree) and (ii) instructions for effecting use in surrendering the surrender Certificates (or affidavits of the Certificate loss in lieu thereof) or Book-Entry Shares in exchange for cash comprising the Merger Consideration. Upon surrender of a Book-Entry Share or a Certificate for cancellation to the Payment Exchange Agent, together with a such letter of transmittal, duly executed completed and completed in accordance with validly executed, and/or such other documents as may be reasonably required by the instructions theretoExchange Agent, Parent shall cause to be delivered to the person in whose name holder of such Book-Entry Share or Certificate shall have been issued, or to such person as such person shall direct in writing in the letter of transmittal, a check or wire transfer representing the amount of cash which such holder has the right be entitled to receive in respect of exchange therefor a check for the Certificate surrendered Merger Consideration that such holder is entitled to receive pursuant to the provisions of Section 3.1 of this Agreement, after giving effect to any required withholding taxArticle II, and the shares represented by such Book-Entry Share or Certificate so surrendered shall forthwith be forthwith cancelled. No interest will be paid or accrued on the Merger Considerationcanceled. In the event of a transfer of ownership of shares of Company Common Stock that is not registered on in the transfer records of the Company, a check for the proper amount of cash comprising the Merger Consideration shall be issued to be paid to such holder of Company Common Stock pursuant to Section 3.1 of this Agreement may be paid to such transferee if a Person other than the Person in whose name the Certificate representing such Company Common Stock so surrendered is presented registered, if, upon presentation to the Payment Agent accompanied by all documents required to evidence and effect Exchange Agent, such transfer and to evidence that Certificate shall be properly endorsed or otherwise be in proper form for transfer. In such case, the amount of any applicable stock transfer or other similar Taxes have been paid or(whether imposed on the registered holder(s), alternativelyor such other Person, payments or otherwise) payable on account of such Taxes issuance or transfer to such other Person shall be deducted from the amount otherwise payable pursuant to the Payment Agentimmediately preceding sentence, unless evidence satisfactory to the Exchange Agent of the payment of such Taxes, or exemption therefrom, is submitted. Until surrendered as contemplated by this Section 3.22.2(b), each Book-Entry Share and Certificate shall be deemed, deemed at any time after the Effective Time, Time to represent only the right to receive upon such surrender the Merger Consideration, as provided in this Article III. If any Certificate shall have been lost, stolen No interest will be paid or destroyed, upon the making of an affidavit of that fact by the Person claiming the Certificate to be lost, stolen or destroyed and, if required by Parent, the posting by the Person of a bond in such reasonable amount as Parent may direct as indemnity against any claim that may be made against it with respect to the Certificate, the Payment Agent will issue accrue for the lost, stolen or destroyed Certificate, the Merger Consideration, with respect to the benefit of holders of shares of Company Common Stock formerly represented by such Certificate as provided in on the Merger Consideration payable to holders of Company Common Stock pursuant to this Article IIIII.

Exchange Procedures. As soon promptly as practicable after the Effective TimeTime (but in no event more than three (3) Business Days thereafter), the Payment Exchange Agent shall mail will send to each record holder of record shares of a Certificate or CertificatesCompany Common Stock other than Dissenting Shares, (i) a letter of transmittal in customary form (which shall specify that delivery shall be effected, and risk of loss and title to the Certificate Certificates or Book-Entry Shares shall pass, only upon delivery of the Certificate Certificates or Book-Entry Shares to the Payment Agent, Exchange Agent and shall be in such form a reasonable and have such other customary provisions as Parent may reasonably specifyform) and (ii) instructions for use in effecting the surrender of the Certificate Certificates or Book-Entry Shares in exchange for the Merger Consideration. Upon As soon as reasonably practicable after the Effective Time, each holder of a Certificate or Book-Entry Shares, upon surrender of a Certificate for cancellation or Book-Entry Shares to the Payment Agent, Exchange Agent together with a such letter of transmittal, duly executed executed, and completed in accordance with such other documents as may reasonably be required by the instructions theretoExchange Agent, Parent shall cause to be delivered to the person in whose name such Certificate shall have been issued, or to such person as such person shall direct in writing in the letter of transmittal, a check or wire transfer representing the amount of cash which such holder has the right entitled to receive in respect of the Certificate surrendered pursuant to the provisions of Section 3.1 of this Agreement, after giving effect to any required withholding tax, and the shares represented by such Certificate shall be forthwith cancelled. No interest will be paid or accrued on the Merger Consideration. In the event of a transfer of ownership of shares of Company Common Stock that is not registered on the transfer records of the Company, the Merger Consideration to be paid to such holder of Company Common Stock pursuant to Section 3.1 of this Agreement may be paid to such transferee if the Certificate representing such Company Common Stock is presented to the Payment Agent accompanied by all documents required to evidence and effect such transfer and to evidence that any applicable transfer or other Taxes have been paid or, alternatively, payments of such Taxes to the Payment Agent. 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 surrender exchange therefor the Merger Consideration, as provided in this Article III. If any Certificate shall have been lostwithout interest, stolen or destroyed, upon the making of an affidavit of that fact by the Person claiming the Certificate to be lost, stolen or destroyed and, if required by Parent, the posting by the Person of a bond in such reasonable amount as Parent may direct as indemnity against any claim that may be made against it with respect to the Certificate, the Payment Agent will issue for the lost, stolen or destroyed Certificate, the Merger Consideration, with respect to the shares each share of Company Common Stock formerly represented by such Certificate or Book-Entry Share, and the Certificate and Book-Entry Share so surrendered shall forthwith be canceled. The Exchange Agent shall accept such Certificates upon compliance with such reasonable terms and conditions as provided the Exchange Agent may impose to effect an orderly exchange thereof in this Article IIIaccordance with normal exchange practices. No interest will be paid or will accrue on any cash payable pursuant to Section 1.7(a) or Section 1.8. If payment of the Merger Consideration is to be made to a Person other than the Person in whose name the surrendered Certificate is registered, it shall be a condition of payment that (x) the Certificate so surrendered shall be properly endorsed or shall otherwise be in proper form for transfer and (y) the Person requesting such payment shall have paid any transfer and other Taxes required by reason of the payment of the Merger Consideration to a Person other than the registered holder of such Certificate surrendered and shall have established to the reasonable satisfaction of the Surviving Corporation that such Tax either has been paid or is not applicable. Payment of the applicable Merger Consideration with respect to Book-Entry Shares shall only be made to the Person in whose name such Book-Entry Shares are registered.

Exchange Procedures. As soon as practicable after the Effective Time, the Payment Agent shall mail to each holder of record of a Certificate an outstanding certificate or Certificatescertificates which prior thereto represented CTPI Shares shall, (i) a letter of transmittal in customary form (which shall specify that delivery shall be effected, and risk of loss and title upon surrender to the Certificate Paying Agent of such certificate or certificates and acceptance thereof by the Paying Agent, be entitled to a certificate representing that number of whole shares of Surviving Corporation Common Stock or Surviving Corporation Series B Preferred Stock, as applicable, which the aggregate number of CTPI Shares previously represented by such certificate or certificates surrendered shall pass, only upon delivery have been converted into the right to receive pursuant to Section 1.9 of the Certificate this Agreement (with respect to the Payment Agent, Surviving Corporation Common Stock as provided in Section 1.10(f) below). The Paying Agent shall accept such certificates upon compliance with such reasonable terms and shall be in such form and have such other customary provisions conditions as Parent the Paying Agent may reasonably specify) and (ii) instructions for effecting the surrender of the Certificate in impose to effect an orderly exchange for the Merger Consideration. Upon surrender of a Certificate for cancellation to the Payment Agent, together with a letter of transmittal, duly executed and completed thereof in accordance with its normal exchange practices. If the instructions thereto, Parent shall cause Merger Consideration (or any portion thereof) is to be delivered to any person other than the person in whose name the certificate or certificates representing CTPI Shares surrendered in exchange therefor is registered, it shall be a condition to such Certificate exchange that the certificate or certificates so surrendered shall have been issuedbe properly endorsed or otherwise be in proper form for transfer and that the person requesting such exchange shall pay to the Paying Agent any transfer or other taxes required by reason of the payment of such consideration to a person other than the registered holder of the certificate(s) surrendered, or shall establish to such person as such person shall direct in writing in the letter of transmittal, a check or wire transfer representing the amount of cash which such holder has the right to receive in respect satisfaction of the Certificate surrendered pursuant to Paying Agent that such tax has been paid or is not applicable. After the provisions of Section 3.1 of this AgreementEffective Time, after giving effect to any required withholding tax, and the shares represented by such Certificate there shall be forthwith cancelled. No interest will be paid or accrued no further transfer on the Merger Consideration. In the event of a transfer of ownership of shares of Company Common Stock that is not registered on the transfer records of the CompanyCTPI or its transfer agent of certificates representing CTPI Shares and if such certificates are presented to CTPI for transfer, they shall be canceled against delivery of the Merger Consideration to be paid to such holder of Company Common Stock pursuant to Section 3.1 of this Agreement may be paid to such transferee if the Certificate representing such Company Common Stock is presented to the Payment Agent accompanied by all documents required to evidence and effect such transfer and to evidence that any applicable transfer or other Taxes have been paid or, alternatively, payments of such Taxes to the Payment Agentas hereinabove provided. Until surrendered as contemplated by this Section 3.21.10(b), each Certificate certificate representing CTPI Shares (other than certificates representing treasury shares to be canceled in accordance with Section 1.9(c) and Dissenting Shares), shall be deemed, deemed at any time after the Effective Time, Time to represent only the right to receive upon such surrender the Merger Consideration, without any interest thereon, as provided in this Article III. If any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact contemplated by the Person claiming the Certificate to be lost, stolen or destroyed and, if required by Parent, the posting by the Person of a bond in such reasonable amount as Parent may direct as indemnity against any claim that may be made against it with respect to the Certificate, the Payment Agent will issue for the lost, stolen or destroyed Certificate, the Merger Consideration, with respect to the shares of Company Common Stock formerly represented by such Certificate as provided in this Article IIISection 1.9.

Exchange Procedures. (i) As soon as reasonably practicable after the Effective Time, and in no event later than three business days after the Payment Agent Effective Time, Parent shall mail cause to be mailed to each record holder of record of a Certificate or Certificates, Shares (iother than Excluded Shares) immediately prior to the Effective Time: (A) a letter of transmittal in customary form (which shall specify that delivery shall be effected, and risk of loss and title to the Certificate Company Certificates held by such holder shall pass, pass only upon proper delivery of the Certificate Company Certificates to the Payment AgentPaying Agent or, in the case of Company Book-Entry Shares, upon adherence to the procedures set forth in the letter of transmittal) and (B) instructions for use in effecting the surrender of the Company Certificates or Company Book-Entry Shares for payment of the Per Share Merger Consideration therefor. Such letter of transmittal shall be in such customary form and have such other customary provisions as Parent may reasonably specify) and specify (such letter to be reasonably acceptable to the Company prior to the Effective Time). (ii) instructions for effecting the surrender of the Certificate in exchange for the Merger Consideration. Upon surrender by a holder of Eligible Shares to the Paying Agent of a Certificate for cancellation to the Payment AgentCompany Certificate, together with a letter of transmittal, duly completed and validly executed and completed in accordance with the instructions thereto, Parent shall cause and such other documents as may be required pursuant to be delivered such instructions, or delivery to the person Paying Agent of an “agent’s message” in whose name respect of Company Book-Entry Shares (or such Certificate shall have been issuedother evidence, or to such person if any, of transfer as such person shall direct in writing in the letter of transmittalPaying Agent may reasonably request), a check or wire transfer representing the amount of cash which such holder has the right shall be entitled to receive in respect exchange therefor a check in an amount of the Certificate surrendered pursuant to the provisions of Section 3.1 of this Agreement, U.S. dollars (after giving effect to any required withholding tax, and withholdings pursuant to Section 3.04(d)) equal to the shares product of (x) the number of Eligible Shares represented by such holder’s properly surrendered Company Certificates and/or Company Book-Entry Shares, as applicable, and (y) the Per Share Merger Consideration, and such Company Certificates and/or Company Book-Entry Shares so surrendered shall forthwith be cancelled. (iii) If payment of the Per Share Merger Consideration is to be made to a person other than the person in whose name the surrendered Company Certificate is registered, it shall be forthwith cancelled. No interest will a condition of payment that the Company Certificate so surrendered shall be properly endorsed or shall be otherwise in proper form for transfer and that the person requesting such payment shall have paid or accrued on to the Merger Consideration. In the event of a Paying Agent any transfer of ownership of shares of Company Common Stock that is not registered on the transfer records and other Taxes required by reason of the Company, payment of the Per Share Merger Consideration to be paid to such a person other than the registered holder of the Company Common Stock pursuant to Section 3.1 of this Agreement may be paid to such transferee if the Certificate representing such Company Common Stock is presented surrendered or shall have established to the Payment satisfaction of the Paying Agent accompanied by that all documents required to evidence and effect such transfer and to evidence that any applicable transfer or other Taxes either have been paid or, alternatively, payments of such Taxes to the Payment Agent. 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 surrender the Merger Consideration, as provided in this Article III. or are not applicable. (iv) If any Company Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person claiming the Certificate to be lost, stolen or destroyed record owner thereof and, if required by Parent, the posting by the Person such record owner of a bond in customary amount and upon such reasonable amount terms as may be required by Parent may direct as indemnity against any claim that may be made against it or the Surviving Corporation with respect to the such Company Certificate, the Payment Paying Agent will issue shall deliver in exchange for the such lost, stolen or destroyed CertificateCompany Certificate the applicable Per Share Merger Consideration payable in respect of the Eligible Shares represented by such Company Certificate pursuant to this Article III (after giving effect to any required Tax withholdings as provided in Section 3.04(d)). (v) No interest shall be paid, payable or accrued for the benefit of holders of the Company Certificates or Company Book-Entry Shares on the Per Share Merger Consideration payable in respect of their Eligible Shares. Until surrendered as contemplated by this Agreement, each Company Certificate or Company Book-Entry Share shall, after the Effective Time, represent for all purposes only the right to receive upon such surrender the applicable Per Share Merger Consideration as contemplated by this Article III (after giving effect to any required Tax withholdings as provided in Section 3.04(d)), the payment of which shall be deemed to be the satisfaction in full of all rights pertaining to Eligible Shares represented thereby and converted in the Merger. (vi) At the Effective Time, the stock transfer books of the Company shall be closed and thereafter there shall be no further registration of transfers of shares of Common Stock. After the Effective Time, Company Certificates or Company Book-Entry Shares presented to the Surviving Corporation for transfer shall be canceled and exchanged for the Per Share Merger Consideration, with respect without interest and after giving effect to the shares of Company Common Stock formerly represented by such Certificate any required Tax withholdings as provided in Section 3.04(d), in accordance and upon compliance with the procedures set forth in this Article III.

Exchange Procedures. As soon as reasonably practicable after the Effective Time, Parent shall cause the Payment Paying Agent shall to mail to each holder of record of a Certificate or Certificates, whose shares of Company Common Stock were converted into the right to receive the Merger Consideration (i) a form of letter of transmittal in customary form (which shall specify that delivery shall be effected, and risk of loss and title to the Certificate Certificates held by such person shall pass, only upon proper delivery of the Certificate Certificates to the Payment Agent, Paying Agent and which shall be in such customary form and have such other customary provisions as Parent may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificate Certificates in exchange for the Merger Consideration. Upon surrender Each holder of record of a Certificate for cancellation shall, upon surrender to the Payment AgentPaying Agent of such Certificate, together with a such letter of transmittal, duly executed completed and completed validly executed, and such other documents as may reasonably be required by the Paying Agent, be entitled to receive in accordance with exchange therefor the instructions thereto, Parent shall cause to be delivered to amount of cash which the person in whose name number of shares of Company Common Stock previously represented by such Certificate shall have been issued, or to such person as such person shall direct in writing in the letter of transmittal, a check or wire transfer representing the amount of cash which such holder has converted into the right to receive in respect of the Certificate surrendered pursuant to the provisions of Section 3.1 of this Agreement, after giving effect to any required withholding tax3.01(c), and the shares represented by such Certificate so surrendered shall forthwith be forthwith cancelled. No interest will be paid or accrued on the Merger Considerationcanceled. In the event of a transfer of ownership of shares of Company Common Stock that is not registered on in the transfer records of the Company, payment of the Merger Consideration may be made to a person other than the person in whose name the Certificate so surrendered is registered if, upon presentation to the Paying Agent, such Certificate is properly endorsed or otherwise in proper form for transfer and the person requesting such payment pays any transfer or other taxes required by reason of the payment of the Merger Consideration to be paid to such a person other than the registered holder of Company Common Stock pursuant to Section 3.1 of this Agreement may be paid to such transferee if the Certificate representing such Company Common Stock is presented or establishes to the Payment Agent accompanied by all documents required to evidence and effect reasonable satisfaction of Parent that such transfer and to evidence that any applicable transfer or other Taxes taxes have been paid or, alternatively, payments of such Taxes to the Payment Agentor are not applicable. Until surrendered as contemplated by this Section 3.23.02(b), each Certificate shall be deemed, deemed at any time after the Effective Time, Time to represent only the right to receive upon such surrender the Merger Consideration, as provided Consideration which the holder thereof has the right to receive in respect of such Certificate pursuant to this Article III. If No interest shall be paid or will accrue on any Certificate shall have been lost, stolen or destroyed, upon the making cash payable to holders of an affidavit of that fact by the Person claiming the Certificate to be lost, stolen or destroyed and, if required by Parent, the posting by the Person of a bond in such reasonable amount as Parent may direct as indemnity against any claim that may be made against it with respect Certificates pursuant to the Certificate, the Payment Agent will issue for the lost, stolen or destroyed Certificate, the Merger Consideration, with respect to the shares provisions of Company Common Stock formerly represented by such Certificate as provided in this Article III.