Common use of Exchange Procedures Clause in Contracts

Exchange Procedures. As soon as reasonably practicable after the Effective Time, the Exchange Agent shall mail to each holder of record of a certificate 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 (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Agent and shall be in such form and have such other provisions as Parent may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for Merger Consideration. Upon surrender of a Certificate for cancelation to the Exchange Agent or to such other agent or agents as may be appointed by Parent, together with such letter of transmittal, duly 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 the amount of cash, if any, and the number of whole shares of Parent Common Stock, if any, which the aggregate number of shares of Company Common Stock previously represented by such Certificate shall have been converted pursuant to Section 2.01(c) into the right to receive, and the Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of Company Common Stock that is not registered in the transfer records of the Company, 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 Parent that such tax has been paid or is not applicable. Until surrendered as contemplated by this Section 2.02, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration into which the shares of Company Common Stock theretofore represented by such Certificate have 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, Parent shall cause the Exchange Paying Agent shall to mail to each holder of record of a 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), Certificate (i) a form of letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Exchange Paying Agent and which shall be in such customary form and have such other provisions as Parent may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the Merger Consideration. Upon surrender Each holder of record of a Certificate for cancelation shall, upon surrender to the Exchange Paying Agent or to of such other agent or agents as may be appointed by ParentCertificate, together with such letter of transmittal, duly executed, and such other documents as may reasonably be required by the Exchange Paying Agent, the holder of such Certificate shall be entitled to receive in exchange therefor the amount of cash, if any, and the number of whole shares of Parent Common Stock, if any, cash which the aggregate number of shares of Company Common Stock previously represented by such Certificate shall have been converted into the right to receive pursuant to Section 2.01(c) into the right to receive), and the Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of Company Common Stock that which is not registered in the transfer records of the Company, payment of the Merger Consideration may be made to a person other than the person in whose name the Certificate so surrendered is registered, registered if such Certificate shall be properly endorsed or otherwise be in proper form for transfer and the person requesting such 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 or establish to the reasonable satisfaction of Parent that such tax has been paid or is not applicable. Until surrendered as contemplated by this Section 2.022.02(b), each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration into which the shares holder thereof has the right to receive in respect of Company Common Stock theretofore represented by such Certificate have been converted pursuant to Section 2.01(c)this Article II. No interest shall be paid or will accrue on any cash payable upon surrender to holders of any CertificateCertificates pursuant to the provisions of this Article II.

Exchange Procedures. As soon as reasonably practicable after the Effective Time, the Exchange Agent shall mail to each holder of record of a certificate 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)2.01, (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Agent and shall be in such form and have such other provisions as Parent may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for Merger Consideration. Upon surrender of a Certificate for cancelation to the Exchange Agent or to such other agent or agents as may be appointed by ParentParent and reasonably acceptable to the Company, together with such letter of transmittal, duly 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 the amount of cash, if any, and the a certificate representing that number of whole shares of Parent Common Stock, if any, which the aggregate number Stock (together with cash in lieu of shares of Company Common Stock previously represented by fractional shares) that such Certificate shall have been converted pursuant to Section 2.01(c) into holder has the right to receivereceive pursuant to the provisions of this Article II, and the Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of Company Common Stock that is not registered in the transfer records of the Company, payment a certificate representing the appropriate number of shares of Parent Common Stock may be made issued to a person other than the person in whose name the Certificate so surrendered is registered, if such Certificate shall be properly endorsed or otherwise be in proper form for transfer and the person requesting such payment shall pay any transfer or other taxes required by such transfer and by reason of the payment issuance of shares of Parent Common Stock to a person other than the registered holder of such Certificate or establish to the satisfaction of Parent that such tax has been paid or is not applicable. Until surrendered as contemplated by this Section 2.02, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration into which the shares of Company Common Stock theretofore represented as contemplated by such Certificate have been converted pursuant to this Section 2.01(c)2.02. No interest shall be paid or accrue on any cash payable upon surrender of any Certificate. The Exchange Agent shall not be entitled to vote or exercise any rights of ownership with respect to the Parent Common Stock held by it from time to time hereunder, except that it shall receive and hold all dividends or other distributions paid or distributed with respect thereto for the account of persons entitled thereto.

Exchange Procedures. As soon as reasonably practicable after the Effective Time, the Exchange Agent shall mail to each holder of record of a certificate or certificates (the "Certificates") that 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 Merger Consideration shares of Phone Common Stock pursuant to Section 2.01(c)2.1 hereof, (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Agent and shall be in such form and have such other provisions as Parent Phone may reasonably specify) ), and (ii) instructions for use in effecting the surrender of the Certificates in exchange for Merger Considerationcertificates representing shares of Phone Common Stock. Upon surrender of a Certificate for cancelation cancellation to the Exchange Agent or to such other agent or agents as may be appointed by ParentPhone, together with such letter of transmittal, duly 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 the amount of cash, if any, and the a certificate representing that number of whole shares of Parent Common Stock, if any, which the aggregate number of shares of Company Phone Common Stock previously represented by which such Certificate shall have been converted pursuant to Section 2.01(c) into holder has the right to receivereceive pursuant to the provisions of this Article 2, and the Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of Company ▇▇▇▇▇▇▇▇.▇▇▇ Common Stock that which is not registered in the transfer records of ▇▇▇▇▇▇▇▇.▇▇▇, a certificate representing the Company, payment proper number of shares of Phone Common Stock may be made issued to a person other than the person in whose name the Certificate so surrendered is registered, if such Certificate shall be properly endorsed or otherwise be in proper form for transfer and the person requesting such payment issuance shall pay any transfer or other taxes required by reason of the payment issuance of shares of Phone Common Stock to a person other than the registered holder of such Certificate or establish to the satisfaction of Parent Phone that such tax has been paid or is not applicable. Until surrendered as contemplated by this Section 2.02, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration into which the shares of Company Common Stock theretofore represented by such Certificate have been converted pursuant to Section 2.01(c). No interest shall be paid or shall accrue on any cash payable upon surrender in lieu of any Certificatefractional shares of Phone Common Stock.

Exchange Procedures. As soon as reasonably practicable after the Effective Time, the Exchange Payment 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 Certificates Certificate shall pass, only upon delivery of the Certificates Certificate to the Exchange Agent Payment 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 Certificates Certificate in exchange for the Merger Consideration. Upon surrender of a Certificate for cancelation cancellation to the Exchange Agent or to such other agent or agents as may be appointed by ParentPayment Agent, together with such a letter of transmittal, duly executedexecuted and completed in accordance with the instructions thereto, and such other documents as may reasonably Parent shall cause to be required by delivered to the Exchange Agent, the holder of person in whose name such Certificate shall be entitled 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 exchange therefor respect of the amount Certificate surrendered pursuant to the provisions of cashSection 3.1 of this Agreement, if anyafter giving effect to any required withholding tax, and the number of whole shares of Parent Common Stock, if any, which the aggregate number of shares of Company Common Stock previously represented by such Certificate shall have been converted pursuant to Section 2.01(c) into be forthwith cancelled. No interest will be paid or accrued on the right to receive, and the Certificate so surrendered shall forthwith be canceledMerger Consideration. In the event of a transfer of ownership of shares of Company Common Stock that is not registered in on the transfer records of the Company, payment the Merger Consideration to be paid to such holder of Company Common Stock pursuant to Section 3.1 of this Agreement may be made paid to a person other than the person in whose name such transferee if the Certificate so surrendered representing such Company Common Stock is registered, if 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 the person requesting such payment shall pay to evidence that any applicable transfer or other taxes required by reason of the payment to a person other than the registered holder Taxes have been paid or, alternatively, payments of such Certificate or establish Taxes to the satisfaction of Parent that such tax has been paid or is not applicablePayment Agent. Until surrendered as contemplated by this Section 2.023.2, 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 into which 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 theretofore formerly represented by such Certificate have been converted pursuant to Section 2.01(c). No interest shall be paid or accrue on any cash payable upon surrender of any Certificateas provided in this Article III.

Exchange Procedures. As soon as reasonably practicable after the Effective Time, the Exchange Agent shall mail distribute to each former holder of record of a 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 (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Agent and shall be in such form and have such other provisions as Parent may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for Merger Consideration. Upon surrender of a Certificate for cancelation to the Exchange Agent or to such other agent or agents as may be appointed by Parent, together with such letter of transmittal, duly 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 the amount of cash, if any, and the number of whole shares of Parent Common Stock, if any, which the aggregate number of shares of Company Common Stock previously represented by such Certificate shall have been converted pursuant Stock, upon surrender to Section 2.01(c) into the right Exchange Agent for cancelation of one or more Certificates, the Merger Consideration. If the Merger Consideration is to receive, and the Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of Company Common Stock that is not registered in the transfer records of the Company, payment may be made paid to a person Person other than the person Person in whose name the surrendered Certificate so surrendered is or Certificates are registered, if such it shall be a condition of payment of the Merger Consideration that the surrendered Certificate or Certificates shall be properly endorsed endorsed, with signatures guaranteed, or otherwise be in proper form for transfer and that the person Person requesting such payment shall pay any transfer or other taxes Taxes required by reason of the payment of the Merger Consideration to a person Person other than the registered holder of such the surrendered Certificate or Certificates or such Person shall establish to the satisfaction of Parent that such tax Tax has been paid or is not applicable. Until surrendered as contemplated by this Section 2.024.2(c), each Certificate shall be deemed at any time from and after the Effective Time to represent only the right to receive upon such surrender the Per Share Merger Consideration into which for each share of Company Common Stock evidenced by such Certificate. In no event shall the holder of any such surrendered Certificate be entitled to receive interest on any cash to be received in the Merger. Neither the Exchange Agent nor any party hereto shall be liable to a holder of shares of Company Common Stock theretofore 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 have been converted pursuant would otherwise escheat to Section 2.01(c). No interest shall be paid or accrue on any cash payable upon surrender become the property of any CertificateGovernmental Authority), any such cash in respect 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. (a) As soon promptly as reasonably practicable after the Merger Effective TimeDate, and in any event within five (5) Business Days thereafter, the Exchange Agent shall mail to each holder of record of a certificate or certificates (the "Certificates") that immediately prior to the Effective Time represented outstanding shares of Company Innes Street 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 form and substance reasonably acceptable to Innes Street (which shall specify that delivery shall be effected, and risk "Letter of loss and title to Transmittal") containing instructions for the Certificates shall pass, only upon delivery surrender of the Certificates Certificate(s) held by such holder for payment therefore. Upon a holder's surrender of the Certificate(s) to the Exchange Agent and in accordance with the instructions set forth in the Letter of Transmittal, such holder shall be in such form and have such other provisions as Parent may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for Merger Consideration. Upon surrender of a Certificate for cancelation to the Exchange Agent or to such other agent or agents as may be appointed by Parent, together with such letter of transmittal, duly executed, and such other documents as may reasonably be required by the Exchange Agent, the holder of such Certificate shall be entitled to promptly receive in exchange therefor the amount Merger Consideration, without interest thereon. Approval of cashthis Agreement by the shareholders of Innes Street shall constitute authorization for ▇▇▇▇▇▇ Bancorp to designate and appoint the Exchange Agent. Neither ▇▇▇▇▇▇ Bancorp nor the 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 made to a Person other than the Person in whose name a Certificate surrendered in exchange therefore is registered, if any, and the number it shall be a condition of whole shares of Parent Common Stock, if any, which the aggregate number of shares of Company Common Stock previously represented by such Certificate shall have been converted pursuant to Section 2.01(c) into the right to receive, and payment that the Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of Company Common Stock that is not registered in the 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 accompanied by an appropriate instrument of transfer) and otherwise be in proper form for transfer transfer, and that the person Person requesting such payment shall pay any transfer or other taxes required by reason of the payment to a person Person other than the registered holder of such the Certificate surrendered, or required for any other reason, or shall establish to the satisfaction of Parent the Exchange Agent that such tax has been paid or is not applicable. Until surrendered as contemplated by this Section 2.02payable. (c) On or prior to the day following the Merger Effective Date, each Certificate ▇▇▇▇▇▇ 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 deemed at any time after the Effective Time to represent only the right entitled to receive upon such surrender on the Merger Effective Date pursuant to Section 2.02 hereof. (d) The payment of the Merger Consideration into 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 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 Company Innes Street Common Stock theretofore represented by 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 shares are presented for transfer to the Exchange Agent, they shall be canceled and exchanged for the Merger Consideration as provided in this Article II. (g) In the event any Certificate for Innes Street Common Stock shall have been converted pursuant 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 the fact by the holder thereof, the cash to Section 2.01(c). No interest shall 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 accrue on destroyed Certificate to deliver a bond in such reasonable sum as ▇▇▇▇▇▇ Bancorp may determine as indemnity against any cash payable upon surrender of claim that may be made against Innes Street, ▇▇▇▇▇▇ Bancorp or any Certificateother party with respect to the Certificate alleged to have been lost, stolen or destroyed.

Exchange Procedures. As soon as reasonably practicable Promptly after the Effective Time, the Exchange Offerors shall cause the Paying Agent shall to mail to each holder of record (other than the Offerors) of a 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"Certificates"), (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Paying Agent and shall be in such a form and have such other provisions as Parent the Offerors may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the Merger Consideration. Upon surrender of a Certificate for cancelation cancellation to the Exchange Paying Agent or to such other agent or agents as may be appointed by Parentthe Offerors, together with such letter of transmittal, duly executed, and such other documents as may reasonably be required by the Exchange Paying Agent, the holder of such Certificate shall be entitled to receive in exchange therefor the amount of cash, if anytherefor, and the number Paying Agent shall pay, the Merger Consideration for each share of whole shares of Parent Common Stock, if any, which the aggregate number of shares of Company Common Stock previously represented formerly evidenced by such Certificate, and such Certificate shall have been converted pursuant to Section 2.01(c) into the right to receive, and the Certificate so surrendered shall forthwith thereupon be canceled. In the event of a transfer of ownership of Company Common Stock that is not registered in the transfer records If payment of the Company, payment may Merger Consideration is to be made to a person other than the person in whose name the surrendered Certificate so surrendered is registeredregistered on the stock transfer books of the Company, if such Certificate it shall be a condition of payment to the holder of a Certificate that it be endorsed properly endorsed or otherwise be in proper form for transfer and that the person requesting such payment shall pay any have paid all transfer or and other taxes required by reason of the payment of the Merger Consideration to a person other than the registered holder of such Certificate thereof or establish shall have established to the satisfaction of Parent the Surviving Corporation that such tax has been paid or is taxes are not applicable. Until surrendered as contemplated by this Section 2.023.02, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration into which the shares of Company Common Stock theretofore represented by such Certificate shall have been converted pursuant to Section 2.01(c3.01(a). No interest shall will be paid or will accrue on any the cash payable upon the surrender of any Certificate.

Exchange Procedures. As soon as reasonably practicable (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 Agent Fund. (c) As promptly as practicable after the Effective Time but in no event later than two business days following the Effective Time, the 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 (converted into common stock of the "Certificates"Surviving Corporation pursuant to Section 2.01(b)) that immediately prior to the Effective Time represented outstanding transmittal materials for use in exchanging Certificates for the Merger Consideration. 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 such Certificate) which such person shall be entitled to receive to be delivered to such stockholder upon delivery to the Paying Agent of Certificates formerly representing such 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 (which shall specify that delivery shall be effected, and risk of loss and title or indemnity reasonably satisfactory to the Surviving Corporation and the Paying Agent, if any of such Certificates shall passare lost, only upon delivery of the Certificates to the Exchange Agent and shall be in stolen or destroyed) owned by such form and have such other provisions as Parent may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for Merger Consideration. Upon surrender of a Certificate for cancelation to the Exchange Agent or to such other agent or agents as may be appointed by Parentstockholder, together with such a letter of transmittal, duly executedcompleted and validly executed in accordance with the instructions thereto, and such other documents as may reasonably be required by the Exchange Agentpursuant to such instructions, the holder of and thereafter such Certificate shall be entitled to receive in exchange therefor the amount of cash, if any, and the number of whole shares of Parent Common Stock, if any, which the aggregate number of shares of Company Common Stock previously represented by such Certificate shall have been converted pursuant to Section 2.01(c) into the right to receive, and the Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of the shares of Company Common Stock that is not registered 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 Parent the Surviving Corporation that such tax has been paid or is not applicable. Until surrendered as contemplated by No interest will be paid on any such cash to be paid pursuant to this Section 2.02, each Certificate Article II upon such delivery. The Surviving Corporation or the Paying Agent shall be deemed 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 time after 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 represent only the right to receive upon such surrender the Merger Consideration into which the shares of Company Common Stock theretofore represented by 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 Certificate Certificates. (e) Any funds (including any interest with respect thereto) which have been converted pursuant made available to Section 2.01(c). No interest 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 accrue on 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 applicable abandoned property, escheat or similar laws. (f) In the event any Certificate shall have been lost, stolen or destroyed, upon the making of a customary affidavit of that fact by the person claiming 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 such person of a bond in such amount as 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 such Certificate, the Paying Agent, the Surviving Corporation or Parent, as the case may be, shall issue in exchange for 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 made available to the Paying Agent pursuant to this Section 2.02 to pay for shares of Company Common Stock 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 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 II and any dividends or other distributions to which holders become entitled in accordance with this Article II upon the surrender of any CertificateCertificates. 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 Effective Time, the Exchange Paying Agent shall mail to each holder of record of a certificate or certificates (the "Certificates") that which immediately prior to the Effective Time represented outstanding shares of Company Common Stock (the "Certificates"), whose shares Shares were converted pursuant to Section 2.1 into the right to receive the Merger Consideration pursuant to Section 2.01(c), (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Paying Agent and shall be in such form and have such other provisions as Parent and the Company may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for payment of the Merger Consideration. Upon surrender of a Certificate for cancelation cancellation to the Exchange Paying Agent or to such other agent or agents as may be appointed by Parent, together with such letter of transmittal, duly 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 the amount of cash, if any, and the number of whole shares of Parent Common Stock, if any, which the aggregate number of shares Merger Consideration for each share of Company Common Stock previously formerly represented by such Certificate shall have been converted pursuant to Section 2.01(c) into the right to receive, and the Certificate so surrendered shall forthwith be canceledcancelled. In the event of a transfer of ownership of Company Common Stock that is not registered in the transfer records If payment of the Company, payment may 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 is registered, if such Certificate shall be properly endorsed or shall be otherwise be in proper form for transfer and that the person requesting such payment shall pay have paid any transfer or and other taxes required by reason of the payment of the Merger Consideration to a person other than the registered holder of such the Certificate surrendered or establish shall have established to the satisfaction of Parent the Surviving Corporation that such tax either has been paid or is not applicable. Until surrendered as contemplated by this Section 2.022.2, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration into which the shares of Company Common Stock theretofore represented in cash as contemplated by such Certificate have been converted pursuant to this Section 2.01(c). No interest shall be paid or accrue on any cash payable upon surrender of any Certificate2.2.

Exchange Procedures. As soon as reasonably practicable Promptly after the Effective Time, the Exchange Agent Surviving Corporation shall mail cause to be mailed to each holder of record of a certificate or certificates (the "Certificates") that which immediately prior to the Effective Time represented outstanding shares of Company Common Stock Stock, whose shares were converted into the right to receive the Merger Consideration pursuant to Section 2.01(c)1.6, (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery receipt of the Certificates to by the Exchange Agent Paying Agent, and shall be in such form and have such other provisions as Parent may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the Merger Consideration. Upon surrender of a Certificate for cancelation cancellation to the Exchange Paying Agent or to such other agent or agents as may be appointed by Parent, together with such letter of transmittal, duly executedcompleted and validly executed in accordance with the instructions thereto, and such other documents as may be reasonably be required by the Exchange Paying Agent, the holder of such Certificate shall be entitled to receive in exchange therefor the amount of cash, if any, and the number of whole shares of Parent Common Stock, if any, which the aggregate number of shares of Company Common Stock previously represented by such Certificate shall have been converted pursuant to Section 2.01(c) into the right to receiveMerger 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 in the transfer records of the Company, payment may be made to a person Person other than the person Person in whose name the Certificate so surrendered is registered, if (i) such Certificate shall be properly endorsed or otherwise be in proper form for transfer transfer, (ii) the Person 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 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 person Person requesting such payment shall pay any transfer or other taxes required by reason of the payment to a person Person other than the registered holder of such Certificate or establish to the satisfaction of Parent that such tax has been paid or is not applicable. Until surrendered as contemplated by pursuant to this Section 2.021.8(c), each outstanding Certificate shall that, prior to the Effective Time, represented shares of Company Common Stock (other than Certificates representing Dissenting Shares) will be deemed at any time from and after the Effective Time Time, for all corporate purposes, to represent only the right to receive upon such surrender the Merger Consideration into which the shares Consideration. Notwithstanding any other provision of Company Common Stock theretofore represented by such Certificate have been converted pursuant to Section 2.01(c). No this Agreement, no interest shall will be paid or will accrue on any 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 withheld amounts shall be treated for all purposes of this Agreement as having been paid to the Person in respect of which such deduction or withholding was made by Parent or the Paying Agent.

Exchange Procedures. As soon as reasonably practicable after the Effective Time, the Exchange Agent shall mail to each holder of record of a certificate Certificate or certificates (the "Certificates") 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 (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Agent and shall be in such form and have such other provisions as Parent may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for Merger Consideration. Upon surrender of a Certificate for cancelation cancellation to the Exchange Agent or to such other agent or agents as may be appointed by Parent, together with such letter of transmittal, duly executed, and such other documents as may reasonably be required by the Exchange Agent, the holder of such Certificate shall be entitled to receive in exchange therefor therefor, as promptly as practicable, the amount of cash, if any, cash and the number of whole shares of Parent Common Stock, if any, which Stock that the aggregate number of shares of Company Common Stock previously represented by such Certificate shall have been converted pursuant to Section 2.01(c) into the right to receive, and the Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of Company Common Stock that is not registered in the transfer records of the Company, 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 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 is not applicable. Until surrendered as contemplated by this Section 2.02, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration into which the shares of Company Common Stock theretofore represented by such Certificate have 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 TimeTime and in any event within five Business Days following the Closing Date, the Exchange Surviving Corporation or Parent shall cause the Paying Agent shall to mail to each holder of record of a certificate or certificates (the "Certificates") that immediately prior to the Effective Time represented outstanding Certificate whose shares of Company Common Stock whose shares were converted into the right to receive the Merger Consideration pursuant to Section 2.01(c), (i) a form of letter of transmittal (which shall include an accompanying IRS Form W-9 or the applicable IRS Form W-8, shall specify that delivery shall be effected, effected and risk of loss and title to the Certificates held by such person shall pass, pass only upon proper delivery of the Certificates to the Exchange Agent 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 Certificates in exchange for the Merger Consideration. Upon surrender of a Certificate for cancelation to the Exchange Paying Agent or to such other agent or agents as may be appointed by Parent, together with such letter of transmittal, duly completed and validly executed, and such other documents as may reasonably be required by the Exchange Paying Agent, the holder of such Certificate shall be entitled to receive in exchange therefor the amount of cash, if any, and cash equal to the number of whole shares of Parent Common Stock, if any, which Merger Consideration that such holder has the aggregate number of shares of Company Common Stock previously represented by such Certificate shall have been converted right to receive pursuant to Section 2.01(c) into the right to receive), and the Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of Company Common Stock that is not registered in the stock transfer records books of the Company, payment of the Merger Consideration in exchange therefor may be made to a person other than the person in whose name the Certificate so surrendered is registered, if such Certificate shall be properly endorsed or otherwise be in proper form for transfer transfer, and 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 Parent the Surviving Corporation that such tax has been paid or is not applicable. Until surrendered as contemplated by this Section 2.02, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration into which the shares of Company Common Stock theretofore represented by such Certificate have been converted pursuant to Section 2.01(c). No interest shall be paid or shall accrue on any the cash payable upon surrender of any Certificate.

Exchange Procedures. As soon as reasonably practicable Promptly after the Effective TimeTime (but in no event later than five business days following such date), the Exchange Surviving Corporation shall cause the Paying Agent shall to mail to each holder of record of a 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)2.01, (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Paying Agent and shall be in such form and have such other provisions as Parent may reasonably specify) ), and (ii) instructions for use in effecting the surrender of the Certificates in exchange for Merger Consideration. Upon surrender of a Certificate for cancelation cancellation to the Exchange Agent or to such other agent or agents as may be appointed by ParentPaying Agent, together with such letter of transmittal, duly executed, and such other documents as may reasonably be required by the Exchange Paying Agent, the holder of such Certificate shall be entitled to receive in exchange therefor the amount of cash, if any, and the number of whole shares of Parent Common Stock, if any, cash into which the aggregate number of shares of Company Common Stock previously theretofore represented by such Certificate shall have been converted pursuant to Section 2.01(c) into the right to receive2.01, and the Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of Company Common Stock that is not registered in the transfer records of the Company, payment may be made to a person Person other than the person Person in whose name the Certificate so surrendered is registered, if such Certificate shall be properly endorsed or otherwise be in proper form for transfer and the person Person requesting such payment shall pay any transfer or other taxes required by reason of the payment to a person Person other than the registered holder of such Certificate or establish to the satisfaction of Parent that such tax has been paid or is not applicable. Until surrendered as contemplated by this Section 2.02, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration amount of cash, without interest, into which the shares of Company Common Stock theretofore represented by such Certificate have been converted pursuant to Section 2.01(c)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 lieu thereof an affidavit and indemnity bond in form and substance and with surety reasonably satisfactory to the Surviving Corporation. No interest shall be paid or accrue on any the cash payable upon surrender of any Certificate.

Exchange Procedures. As soon promptly as reasonably practicable after the Effective Time, Parent shall cause the Exchange Paying Agent shall to mail to each holder of record of a 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), Certificate: (i) a letter of transmittal (which shall be in customary form and shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Exchange Agent and shall be in such form and have such other provisions as Parent may reasonably specifyPaying Agent) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the Merger Consideration. Upon surrender Each holder of record of a Certificate for cancelation shall, upon surrender to the Exchange Paying Agent or to of such other agent or agents as may be appointed by ParentCertificate, together with such letter of transmittal, duly executed, and such other documents as may reasonably be required by the Exchange Paying Agent, the holder of such Certificate shall be entitled to receive in exchange therefor the amount of cash, if any, and the number of whole shares of Parent Common Stock, if any, cash which the aggregate number of shares of Company Common Stock previously represented by such Certificate shall have been converted into the right to receive pursuant to Section 2.01(c) into the right to receive), and the Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of Company Common Stock that which is not registered in the transfer records of the Company, payment of the Merger Consideration may be made to a person Person other than the person Person in whose name the Certificate so surrendered is registered, registered if such Certificate shall be properly endorsed or otherwise be in proper form for transfer and the person Person requesting such payment shall pay any fiduciary or surety bonds or any transfer or other taxes similar Taxes required by reason of the payment of the Merger Consideration to a person Person other than the registered holder of such Certificate or establish to the reasonable satisfaction of Parent that such tax Tax has been paid or is not applicable. Until surrendered as contemplated by this Section 2.022.02(b), each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration into which the shares holder thereof has the right to receive in respect of Company Common Stock theretofore represented by such Certificate pursuant to this Article II and any dividends or other distributions with a record date prior to the Effective Time which may have been converted pursuant to Section 2.01(c)authorized by the Company and which remain unpaid at the Effective Time. No interest shall be paid or will accrue on any cash payable upon surrender to holders of any CertificateCertificates pursuant to the provisions of this Article II.

Exchange Procedures. As soon as reasonably practicable after the Effective Time, the Exchange Agent shall mail to each holder of record of a certificate or certificates (the "Certificates") that immediately prior to the Effective Time represented outstanding shares of Company CDnow Common Stock whose shares were converted into the right to receive Merger Consideration pursuant to Section 2.01(c), 2.01 (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Agent and shall be in such form and have such other provisions as Parent Holdco may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for Merger Consideration. Upon surrender of a Certificate for cancelation to the Exchange Agent or to such other agent or agents as may be appointed by ParentAgent, together with such letter of transmittal, duly 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 the amount of cash, if any, and the a certificate representing that number of whole shares of Parent Common Stock, if any, which the aggregate number of shares of Company Holdco Class A Common Stock previously represented by that such Certificate shall have been converted pursuant to Section 2.01(c) into holder has the right to receivereceive pursuant to the provisions of this Article II, and the Certificate so surrendered shall forthwith be canceled. Until such 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 deemed not outstanding and shall not be entitled to vote on any matter. In the event of a transfer of ownership of Company CDnow Common Stock that is not registered in the transfer records of CDnow, a certificate representing the Company, payment appropriate number of shares of Holdco Common Stock may be made issued to a person other than the person in whose name the Certificate so surrendered is registered, if such Certificate shall be properly endorsed or otherwise be in proper form for transfer and the person requesting such payment shall pay any transfer or other taxes required by reason of the payment 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 Parent Holdco that such tax has been paid or is not applicable. Until surrendered as contemplated by this Section 2.02, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration into which the shares of Company Common Stock theretofore represented as contemplated by such Certificate have been converted pursuant to this Section 2.01(c)2.02. 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 Exchange Paying Agent shall mail to each holder of record of a certificate or certificates (the "Certificates") that 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 pursuant to Section 2.01(c)Consideration, (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Exchange Paying Agent and shall be in such form and have such other provisions as Parent and the Company may reasonably specify) and (ii) instructions for use in effecting to effect the surrender of the Certificates in exchange for payment of the Merger Consideration. Upon surrender of a Certificate one or more Certificates for cancelation cancellation to the Exchange Paying 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 such letter of transmittal, duly executed, and such other documents as may reasonably be required by the Exchange Agent, the holder of such Certificate Certificates shall be entitled to receive in exchange therefor the amount of cash, if any, and the number of whole shares of Parent Common Stock, if any, which the aggregate number of shares Merger Consideration for each share of Company Common Stock previously formerly represented by such Certificate shall have been converted pursuant to Section 2.01(c) into the right to receiveCertificate, and the Certificate Certificates so surrendered shall forthwith be canceledcancelled. In Except as required by law, no interest shall be paid on the event Merger Consideration payable upon surrender of a transfer of ownership of Company Common Stock that is not registered in the transfer records any Certificate. If payment of the Company, payment may 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 is registered, if such Certificate shall be properly endorsed or shall be otherwise be in proper form for transfer and that the person requesting such payment shall pay have paid any transfer or and other taxes required by reason of the payment of the Merger Consideration to a person other than the registered holder of such the Certificate surrendered or establish shall have established to the satisfaction of Parent the Surviving Corporation that such tax either has been paid or is not applicable. Until surrendered as contemplated by this Section 2.022.2, 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 surrender the Merger Consideration into which the shares of Company Common Stock theretofore represented in cash as contemplated by such Certificate have been converted pursuant to this Section 2.01(c). No interest shall be paid or accrue on any cash payable upon surrender of any Certificate2.2.

Exchange Procedures. As soon as reasonably practicable after the Effective Time, Surviving Corporation shall cause the Exchange Paying Agent shall to mail to each holder of record of a certificate or certificates (the "Certificates") that immediately prior to the Effective Time represented outstanding of a certificate formerly representing shares of Company Common Stock whose shares were converted into the right to receive Merger Consideration pursuant to Section 2.01(c), (a “Certificate”) (i) a letter of transmittal (which shall specify specifying that delivery of the Certificates shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates (or affidavits of loss in lieu thereof) to the Exchange Agent and shall Paying Agent, such letter of transmittal to be in such customary form and have such other provisions as Parent may reasonably specify) specify and (ii) instructions for use in effecting the surrender of the 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 cancelation to the Exchange Agent or to such other agent or agents as may be appointed by Parent, cancellation together with such letter of transmittal, duly completed and validly executed, and such other documents as may reasonably be required requested by the Exchange Paying Agent, the holder of such Certificate shall be entitled to receive in exchange therefor the amount of cash, if any, and the number of whole shares of Parent Common Stock, if any, which the aggregate number of shares of Company Common Stock previously represented by Merger Consideration that such Certificate shall have been converted holder is entitled to receive pursuant to Section 2.01(c) into the right to receivethis Article 3, and the Certificate so surrendered shall forthwith be 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 Certificates. In the event of a transfer of ownership of Company Common Stock that is not registered in the transfer records of the Company, payment may be made issued to such a person other than the person in whose name transferee if the Certificate so surrendered formerly representing such Company Common Stock is registeredpresented to the Paying Agent, if accompanied by all documents required to evidence and effect such Certificate shall be properly endorsed or otherwise be in proper form for transfer transfer, and the person Person requesting such payment shall pay issuance pays any transfer or other taxes required by reason of the such payment to a person Person other than the registered holder of such Certificate or establish establishes to the satisfaction of Parent and the Company that such tax has been paid or is not applicable. Until surrendered For the purposes of this Agreement, the 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 contemplated by this defined in Section 2.02, each Certificate shall be deemed at any time after 13(d)(3) of the Effective Time to represent only the right to receive upon such surrender the Merger Consideration into which the shares of Company Common Stock theretofore represented by such Certificate have been converted pursuant to Section 2.01(cExchange Act). 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 Exchange Effective Time, : (a) BEPC and Acquisition Sub shall cause the Exchange Agent shall to mail to each holder of record of a 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), Eligible Certificates (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the such Eligible Certificates shall pass, only upon delivery of the such Eligible Certificates to the Exchange Agent and shall be in such form and have such other provisions as Parent BEPC and Acquisition Sub may reasonably specify) and (ii) instructions for use in effecting the surrender of the surrendering such Eligible Certificates in exchange for Merger the Consideration. Upon the surrender of a Certificate such Eligible Certificates for cancelation to the Exchange Agent or to such other agent or agents as may be appointed by Parent, together with such letter of transmittal, duly executedexecuted and completed, and such other documents as may reasonably be required by the Exchange Agent, the holder of such Certificate Eligible Certificates shall be entitled to receive (A) a statement representing that number of whole BEPC Class A Shares or Parent LP Units, as applicable, that such holder has the right to receive as Consideration and (B) a check in exchange therefor the amount of cash, if any, and that such holder has the number right to receive in lieu of whole shares of fractional entitlements to BEPC Class A Shares or Parent Common StockLP Units, if anyas applicable, which the aggregate number of shares of Company Common Stock previously represented by such Certificate shall have been converted pursuant to Section 2.01(c4.11 and dividends and other distributions payable pursuant to Section 1.05(b) into the right to receive, and the Certificate so surrendered shall forthwith be canceledSection 4.04. In the event of a transfer of ownership of Company Common Stock an Eligible Certificate that is not registered in the transfer records of the Company, payment may be made to a person other than the person in whose name the such Eligible Certificate so surrendered is registered, if such Eligible Certificate shall be properly endorsed or otherwise be in proper form for transfer transfer, and the person requesting such payment shall pay any transfer or other taxes Taxes required by reason of the payment to a person other than the such registered holder of such Certificate or establish to the satisfaction of Parent BEPC or Acquisition Sub, as applicable, that such tax Tax has been paid or is not applicable. Until surrendered as contemplated by this Section 2.024.03, each Eligible Certificate shall be deemed at any time after the Exchange Effective Time to represent only the right to receive upon such surrender the Merger Consideration into which the shares Consideration, including cash payable in lieu of Company Common Stock theretofore represented by such Certificate have been converted fractional entitlements to BEPC Class A Shares or Parent LP Units, as applicable, pursuant to Section 2.01(c)4.11, and any dividends or other distributions pursuant to Section 1.05(b) and Section 4.04 as contemplated by this Article IV. No interest shall be paid or accrue on any the cash payable upon surrender of any Eligible Certificate. (b) BEPC and Acquisition Sub shall cause 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, (ii) a statement reflecting the whole number of BEPC 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 to take any action to receive the Consideration in respect of such Eligible Book-Entry Shares or any dividends or other distributions payable pursuant to Section 1.05(b) or any dividends or other distributions declared or made with respect to BEPC Class A Shares or Parent LP Units, as applicable, with a record date after the Exchange Effective Time.

Exchange Procedures. As soon as reasonably practicable after the Effective Time, Parent shall cause the Exchange Agent shall to mail to each holder of record of a certificate or certificates (the "Certificates") that immediately prior to the Effective Time represented outstanding Certificate whose shares of Company Common Stock whose shares were converted into the right to receive the Merger Consideration pursuant to Section 2.01(c), (i) a form of letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Exchange Agent and which shall be in such customary form and have such other provisions as Parent may reasonably specifycontain customary provisions) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the Merger Consideration. Upon Each holder of record of one or more Certificates shall, upon surrender of a Certificate for cancelation to the Exchange Agent of such Certificate or to such other agent or agents as may be appointed by ParentCertificates, together with such letter of transmittal, duly 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 the amount of cash, if anycash to which such holder is entitled pursuant to Section 2.09(c), and the number of whole shares of Parent Common Stock, if any, which the aggregate number of shares of Company Common Stock previously represented by such Certificate shall have been converted pursuant to Section 2.01(c) into the right to receive, and the Certificate Certificates so surrendered shall forthwith be canceled. In the event of a transfer of ownership of Company Common Stock that which is not registered in the transfer records of the Company, payment 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, 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 Taxes required by reason of the payment of the Merger Consideration to a person other than the registered holder of such Certificate or establish to the reasonable satisfaction of Parent that such tax has Taxes have been paid or is are not applicable. Until surrendered as contemplated by this Section 2.022.10(b), each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration into which the shares of Company Common Stock theretofore represented by such Certificate have been converted pursuant to Section 2.01(c)Consideration. No interest shall be paid or will accrue on any cash payable upon surrender payment to holders of any CertificateCertificates pursuant to the provisions of this Article II.

Exchange Procedures. As soon as reasonably practicable after the Effective Time, the Exchange Paying 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), Certificates (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates such Certificate shall pass, only upon delivery of the such Certificates to the Exchange Paying Agent and shall be in such form and have such other provisions as Parent the Surviving Corporation and the Company may reasonably specify) and (ii) instructions for use in effecting the surrender of the such Certificates in exchange for the Merger Consideration. Upon surrender of such a Certificate for cancelation cancellation to the Exchange Paying Agent or to such other agent or agents as may be appointed by Parentthe Surviving Corporation, together with such letter of transmittal, duly executed, and such other documents as may reasonably be required by the Exchange Paying Agent, the holder of such Certificate shall be entitled to receive in exchange therefor the amount of cash, if any, and the number of whole shares of Parent Common Stock, if any, cash which the aggregate number of shares of Company Common Stock previously represented by such Certificate shall have been converted pursuant to Section 2.01(c) into holder has the right to receivereceive pursuant to this Article III, and the Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of Company Common Stock that is not registered in the transfer records of the Company, payment cash may be made paid 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 issuance shall pay any transfer or other 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 Parent the Surviving Corporation that such tax has been paid or is not applicable. Until surrendered as contemplated by this Section 2.023.02(b), each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration into which the shares holder thereof has the right to receive in respect of Company Common Stock theretofore represented by such Certificate have been converted pursuant to Section 2.01(c)the other provisions of this Article III. No interest shall will be paid or will accrue on any cash payable upon surrender to holders of any CertificateCertificates pursuant to the provisions of 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 TimeTime (but in any event within three (3) business days), Parent shall cause the Exchange Paying Agent shall to mail to each Person who was, at the Effective Time, a holder of record of a 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 or Company Stock Options entitled to receive the Merger Consideration pursuant to Section 2.01(c), 2.01(a): (i) a letter of transmittal (which shall be in customary form and shall specify that delivery shall be effected, and risk of loss and title to the Certificates certificates evidencing such shares (the “Certificates”) shall pass, only upon proper delivery of the Certificates to the Exchange Agent and shall be in such form and have such other provisions as Parent may reasonably specifyPaying Agent) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the Merger Consideration. Upon surrender to the Paying Agent of a Certificate for cancelation to the Exchange Agent or to such other agent or agents as may be appointed by Parentcancellation, together with such letter of transmittal, duly executedcompleted and validly executed in accordance with the instructions thereto, and such other documents as may reasonably be required by the Exchange Agentpursuant to such instructions, the holder of such Certificate shall be entitled to receive in exchange therefor the amount of cash, if any, and cash which such holder has the number right to receive in respect of whole the shares of Parent Common Stock, if any, which the aggregate number of shares of Company Common Stock previously formerly represented by such Certificate shall have been converted pursuant to Section 2.01(c2.01(a) into the right to receive, and the Certificate so surrendered shall forthwith be canceled. As soon as reasonably practicable after receipt of the required documentation from a holder, the Paying Agent shall make payment to such holder by mailing certified or bank checks payable to such holder in next day funds; provided, however, if and to the extent that a holder is entitled to receive an amount in excess of $500,000, such holder may, at its option, deliver to the Paying Agent at or after Closing the documentation required herein together with wire transfer instructions, and upon the receipt of the same by the Paying Agent at or after Closing, the Paying Agent shall make payment to such holder by wire transfer of same day funds in accordance with such instructions. In the event of a transfer of ownership of Company shares of Common Stock that is not registered in the transfer records of the CompanyCompany that is made prior to the Effective Time, payment of the Merger Consideration may be made to a person Person other than the person Person in whose name the Certificate so surrendered is registered, registered if the Certificate representing such Certificate shares shall be properly endorsed or otherwise be in proper form for transfer and the person Person requesting such payment shall pay any transfer or other taxes Taxes required by reason of the payment of the Merger Consideration to a person Person other than the registered holder of such Certificate or establish to the reasonable satisfaction of Parent that such tax Tax has been paid or is not applicable. Until surrendered as contemplated by this Section 2.022.04, each Certificate shall be deemed at any time all times after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration into to which the shares holder of Company Common Stock theretofore represented by such Certificate have been converted is entitled pursuant to Section 2.01(c)this Article II. No interest shall be paid or will accrue on any cash payable upon surrender to holders of any CertificateCertificates pursuant to the provisions of this Article II.

Exchange Procedures. As soon as reasonably practicable after the Effective Time, the Exchange Agent shall mail to each holder of record of a certificate Certificate or certificates (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 (which shall specify that delivery shall be effected, and risk of loss and title to the such Certificates shall pass, only upon delivery of the such Certificates to the Exchange Agent and shall be in such form and have such other provisions as Parent Crane and the Company may reasonably specify) and (ii) instructions for use in effecting the surrender of the such Certificates in exchange for the applicable Merger Consideration. Upon surrender of such a Certificate for cancelation cancellation to the Exchange Agent or to such other agent or agents as may be appointed by ParentCrane, together with such letter of transmittal, duly 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 the amount of cash, if any, and the number of whole shares of Parent Common Stock, if any, cash which the aggregate number of shares of Company Common Stock previously represented by such Certificate shall have been converted pursuant to Section 2.01(c) into holder has the right to receivereceive pursuant to this Article II, and the Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of Company Common Stock that is not registered in the transfer records of the Company, payment cash may be made paid 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 Parent that such tax has been paid or is not applicabletransfer. Until surrendered as contemplated by this Section 2.022.02(b), each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration into which the shares holder thereof has the right to receive in respect of Company Common Stock theretofore represented by such Certificate have been converted pursuant to Section 2.01(c)the other provisions of this Article II. No interest shall will be paid or will accrue on any cash payable upon surrender to holders of any CertificateCertificates pursuant to the provisions of this Article II. Crane shall pay the charges and expenses of the Exchange Agent.

Exchange Procedures. As soon as reasonably practicable Promptly after the Effective Time, NTL will cause the Exchange Agent shall to mail to each registered holder of record of a certificate or certificates (the "Certificates") that other than Dissenting Shareholders, if any, which immediately prior to the Effective Time represented outstanding shares of Company Partners Common Stock (the "Certificates") whose shares were converted into cancelled in consideration of the right to receive Merger receipt of the Amalgamation Consideration pursuant to Section 2.01(c)2.1, (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Agent and shall be in such form and have such other provisions as Parent Partners and NTL may reasonably specify) and (ii) instructions for use in effecting the surrender of surrendering the Certificates in exchange for Merger the Amalgamation Consideration. Upon surrender of a Certificate for cancelation cancellation to the Exchange Agent or to such other agent or agents as may be appointed by ParentAgent, together with such letter of transmittal, duly 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 consideration therefor the amount of cash, if any, and the a certificate representing that number of whole shares of Parent NTL Common Stock, if anyNTL Class C Stock or NTL Class D Stock (collectively, "NTL Capital Stock") which the aggregate number of shares of Company Common Stock previously represented by such Certificate shall have been converted pursuant to Section 2.01(c) into holder has the right to receivereceive pursuant to the provisions of this Article II, 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), and the Certificate so surrendered shall forthwith be canceledcancelled. In the event of a transfer surrender of ownership a Certificate representing shares of Company Partners Common Stock that is which are not registered in the transfer records of Partners under the Companyname of the person surrendering such Certificate, payment a certificate representing the proper number of shares of NTL Capital Stock may be made issued to a person other than the person in whose name the Certificate so surrendered is registered, registered if such Certificate shall be properly endorsed or otherwise be in proper form for transfer and the person requesting such payment issuance shall pay any transfer or other taxes required by reason of the payment issuance of shares of NTL Capital Stock to a person other than the registered holder of such Certificate or establish to the satisfaction of Parent NTL that such tax has been paid or is not applicable. Until surrendered as contemplated by this Section 2.022.2, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Amalgamation Consideration into which the shares holder thereof has the right to receive in respect of Company Common Stock theretofore represented by such Certificate have been converted pursuant to the provisions of this Article II, certain dividends or other distributions in accordance with Section 2.01(c2.2(c) and cash in lieu of any fractional share of NTL Capital Stock in accordance with Section 2.2(e). No interest shall be paid or will accrue on any cash payable upon surrender to holders of any CertificateCertificates pursuant to the provisions of this Article II.

Exchange Procedures. As soon as reasonably practicable after the Effective Time, the Surviving Corporation will cause the Exchange Agent shall to mail to each holder of record of a certificate or certificates (the "Certificates") that which immediately prior to the Effective Time represented evidenced outstanding shares of Company Common Stock whose (other than Dissenting Shares and shares were converted into the right to receive Merger Consideration be canceled pursuant to Section 2.01(c2.01(b)) (the "CERTIFICATES"), (i) a form letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Exchange Agent and shall be in such form and have such other provisions as Parent Merger Sub may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the Merger Consideration. Upon surrender of a Certificate for cancelation cancellation to the Exchange Agent or to such other agent or agents as may be appointed by ParentMerger Sub or the Surviving Corporation, together with such a letter of transmittal, duly executed, and such other customary documents as may reasonably be required by pursuant to such instructions (collectively, the Exchange Agent"TRANSMITTAL DOCUMENTS"), the holder of such Certificate shall be entitled to receive in exchange therefor the amount Merger Consideration for each share of cash, if any, and the number of whole shares of Parent Common Stock, if any, which the aggregate number of shares of Company Common Stock previously formerly represented by such Certificate shall have been converted pursuant to Section 2.01(c) into the right to receiveCertificate, without any interest thereon, less any required withholding of taxes, and the Certificate so surrendered shall forthwith thereupon be canceled. In the event of a transfer of ownership of Company shares of Common Stock that which is not registered in the transfer records of the Company, payment the Merger Consideration may be made issued and paid in accordance with this Article II to a person other than the person in whose name transferee of such shares if the Certificate so surrendered evidencing such shares of Common Stock is registered, if such Certificate shall be presented to the Exchange Agent and is properly endorsed or otherwise be in proper form for transfer transfer. The signature on the Certificate or any related stock power must be properly guaranteed and the person requesting such payment shall of the Merger Consideration must either pay any transfer or other taxes required by reason of the payment to a person other than the registered holder of such the Certificate so surrendered or establish to the satisfaction of Parent Surviving Corporation that such tax has been paid or is not applicable. The Merger Consideration will be delivered by the Exchange Agent as soon as practicable following surrender of a Certificate and the related Transmittal Documents. Cash payments may be made by check unless otherwise required by a depositary institution in connection with the book-entry delivery of securities. No interest will be payable on such Merger Consideration. Until surrendered as contemplated by in accordance with this Section 2.02, each Certificate shall be deemed at any time after the Effective Time to represent evidence only the right to receive receive, upon such surrender surrender, the Merger Consideration into which the shares for each share of Company Common Stock theretofore formerly represented by such Certificate have been converted pursuant to Section 2.01(c)Certificate. No interest The Exchange Fund shall not be used for any purpose other than as set forth in this Article II. Any interest, dividends or other income earned on the investment of cash held in the Exchange Fund shall be paid or accrue on any cash payable upon surrender for the account of any Certificatethe Surviving Corporation.

Exchange Procedures. As soon promptly as reasonably practicable after the Effective Time, Purchaser shall cause the Exchange Paying Agent shall to mail to each holder of record of a certificate or certificates Public Shares (the "Certificates"other than any Dissenting Shares) 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 (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates Certificates, if any, shall pass, only upon proper delivery of the Certificates or transfer of the Uncertificated Shares to the Exchange Paying Agent and which shall otherwise be in such customary form reasonably satisfactory to the Company and have such other provisions as Parent may reasonably specifyPurchaser) and (ii) instructions for use in effecting the surrender of the Certificates and the transfer of Uncertificated Shares in exchange for Merger the Share Exchange Consideration. Upon Each holder of record of Public Shares shall, (x) upon surrender of a Certificate for cancelation to the Exchange Paying Agent or to of any such other agent or agents as may be appointed by ParentCertificate, together with such letter of transmittal, duly executed, and such other documents as may reasonably be required by the Exchange Paying Agent, or (y) upon receipt of an “agent’s message” by the holder Paying Agent (or such other evidence, if any, of such Certificate shall transfer as the Paying Agent may reasonably request) in the case of a book-entry transfer of Uncertificated Shares, be entitled to receive in exchange therefor the amount of cash, if any, and cash which the number of whole shares of Parent Common Stock, if any, which the aggregate number of shares of Company Common Stock Public Shares previously represented by such Certificate or the Uncertificated Shares, as applicable, shall have been converted exchanged for the right to receive pursuant to Section 2.01(c) into the right to receive4.1(b), without any interest thereon and less any required withholding of Taxes, and the any Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of Company Common Stock that Public Shares which is not registered in the transfer records of the Company, payment of the Share Exchange Consideration may be made to a person Person other than the person Person in whose name the Certificate so surrendered or the Uncertificated Shares so transferred is registered, registered if any such Certificate shall be properly endorsed or otherwise be in proper form for transfer and the person Person requesting such payment shall pay any fiduciary or surety bonds or any transfer or other taxes similar Taxes required by reason of the payment of the Share Exchange Consideration to a person Person other than the registered holder of such Certificate or Uncertificated Shares or establish to the reasonable satisfaction of Parent Purchaser that such tax Tax has been paid or is not applicable. Until surrendered or transferred as contemplated by this Section 2.024.2(b), each Certificate and each Uncertificated Share shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Share Exchange Consideration into which the shares holder thereof has the right to receive in respect of Company Common Stock theretofore represented by such Certificate have been converted or Uncertificated Shares pursuant to Section 2.01(c). No interest shall be paid or accrue on any cash payable upon surrender of any Certificatethis Article IV.

Exchange Procedures. As soon as reasonably practicable Promptly after the Effective Time, but in any event not more than three (3) Business Days after the Exchange Effective Time, Parent shall cause the Paying Agent shall to mail or otherwise deliver to each holder of record of a certificate or certificates (the "Certificates") that immediately prior to the Effective Time represented outstanding shares of Company Common Stock whose shares Certificate representing Shares which were converted into the right to receive Merger Consideration pursuant to Section 2.01(c3.1(c), (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates each Certificate shall pass, only upon delivery of the Certificates such Certificate to the Exchange Paying Agent and shall be in such form and have such other customary provisions as Parent may reasonably specifyand the Company shall mutually agree) and (ii) instructions for use in effecting the surrender of the Certificates each such Certificate in exchange for payment of the total amount of Merger ConsiderationConsideration that such holder is entitled to receive pursuant to this Agreement. Upon proper surrender of a Certificate for cancelation to the Exchange Agent or to such other agent or agents as may be appointed by ParentPaying Agent, together with such the related letter of transmittal, duly executed, and such other documents as may be reasonably be required by the Exchange Agentpursuant to such instructions, the holder of such Certificate shall be entitled to receive in exchange therefor the amount Merger Consideration (subject to subsection (e) of cash, if any, and the number of whole shares of Parent Common Stock, if any, which the aggregate number of shares of Company Common Stock previously this Section 3.2) for each Share formerly represented by such Certificate, to be mailed within five (5) Business Days of receipt of such Certificate shall have been converted pursuant to Section 2.01(c) into and letter of transmittal by the right to receivePaying Agent, and the Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of Company Common Stock that is not registered in the transfer records of the Company, 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 Parent that such tax has been paid or is not applicable. Until surrendered as contemplated by this Section 2.02, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration into which the shares of Company Common Stock theretofore represented by such Certificate have been converted pursuant to Section 2.01(c)cancelled. No interest shall be paid or accrue on any the cash payable upon surrender of any Certificate. If payment of any 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 of such Merger Consideration 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 to the Paying Agent in advance any Tax required by reason of the payment of such 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 otherwise been paid or is not applicable. Subject to Section 3.3, until surrendered as contemplated by this Section 3.2, each Certificate representing one or more Shares that were converted pursuant to Section 3.1(c) shall at all times after the Effective Time represent only the right to receive, in cash, the Merger Consideration (subject to subsection (e) of this Section 3.2) for each Share formerly represented by such Certificate as contemplated by this Section 3.2.

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 reasonably 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 Exchange Agent shall to mail or deliver to each holder of record of a certificate or certificates (the "Certificates") that Person who was, immediately prior to the Effective Time represented outstanding shares Time, a holder of Company Common record of E▇▇▇▇ Stock whose shares were converted into a notice advising such holders of the right to receive Merger Consideration pursuant to Section 2.01(c)effectiveness of the Merger, (i) including a letter of transmittal (in 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 Certificates shall pass, only upon with respect to shares evidenced by Certificates, proper delivery of the Certificates to the Exchange Agent of such Certificates and shall be the transmittal materials, duly, completely and validly executed in such form and have such other provisions as Parent may reasonably specify) and (ii) accordance with the instructions for use in effecting the surrender of the Certificates in exchange for Merger Considerationthereto. Upon surrender to the Exchange Agent of a Certificate for cancelation to the Exchange Agent or to such other agent or agents as may be appointed by Parent, cancellation together with such letter of transmittal, duly executed, executed and such other documents as may reasonably be required by completed in accordance with the Exchange Agentinstructions thereto, the holder of such Certificate shall promptly be entitled to receive provided in exchange therefor therefor, but in no event later than five (5) Business Days after due surrender, (x) a certificate, or at the amount election of cashNBT, if anya statement reflecting shares issued in book-entry form, and representing the number of whole shares of Parent Common StockNBT Stock that such holder is entitled pursuant to this Article II, if any, which and (y) a check in the aggregate number amount equal to the sum of (A) any cash in lieu of fractional shares of Company Common Stock previously represented by such Certificate shall have been converted pursuant to Section 2.01(c2.03(f) into the right and (B) any dividends or other distributions that such holder is entitled pursuant to receiveSection 2.03(e), and the Certificate so surrendered shall forthwith be canceled. No interest will accrue or be paid with respect to any property to be delivered upon surrender of Certificates. (d) In the event any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person claiming such Certificate to be lost, stolen or destroyed and, if required by NBT or the Exchange Agent, the posting by such Person of a transfer of ownership of Company Common Stock bond in customary amount as indemnity against any claim that is not registered in the transfer records of the Company, payment may be made against it or the Surviving Corporation with respect to a person other than such Certificate, NBT shall cause the person in whose name Exchange Agent to issue the Certificate so surrendered is registeredMerger Consideration deliverable to such Person, 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 cash, unpaid dividends or other taxes required by reason distributions that would be payable or deliverable to such Person, in respect of the payment 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 person other than the registered holder of such Certificate or establish to the satisfaction of Parent that such tax has been paid or is not applicable. Until surrendered as contemplated by this Section 2.02, each Certificate shall be deemed at any time record date after the Effective Time shall be paid to represent only the holder of any unsurrendered Certificate with respect to the shares of NBT Stock represented thereby, and no cash payment in lieu of fractional shares shall be paid to any such holder pursuant to subsection (f) below, and all such dividends, other distributions and cash in lieu of fractional shares of 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 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 receive upon such surrender make all determinations, not inconsistent with the terms of this Agreement, governing (A) the issuance and delivery of shares of NBT Stock into which shares of E▇▇▇▇ Stock are converted in the Merger Consideration into which and (B) the method of payment of cash in lieu of fractional shares of Company Common Stock theretofore represented by such Certificate have been converted pursuant to Section 2.01(c). No interest shall be paid or accrue on any cash payable upon surrender of any CertificateNBT Stock.

Exchange Procedures. As soon as reasonably practicable (i) Promptly after the CPI Merger Effective Time, the Exchange 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 (the "Certificates") that immediately prior to the Effective Time represented issued and outstanding shares of Company Common Stock whose shares were converted into the right to receive Merger Consideration pursuant to Section 2.01(c), CPI Shares (i) a letter of transmittal (which shall specify specifying that delivery shall be effected, and the risk of loss and title to the Certificates each CPI Certificate shall pass, only upon delivery of the Certificates such CPI Certificate (or affidavits of loss in lieu thereof) to the Exchange Agent and shall Paying Agent, such letter of transmittal to be in such form and have such other provisions as Parent and CPI may reasonably specify) agree, and (ii) instructions for use in effecting the surrender of CPI Certificates for payment of the Certificates in exchange for CPI Merger Consideration. Upon surrender of a Certificate for cancelation to the Exchange Paying Agent or to such other agent or agents as may be appointed by Parentof any CPI Certificate, together with such letter of transmittal, duly executedexecuted and completed in accordance with the instructions thereto, Parent shall promptly cause to be paid to the Person(s) entitled thereto a check or wire transfer of "same day" funds in the amount to which such Person(s) are entitled pursuant to Section 4.1(a), after giving effect to any required tax withholdings. Any such CPI Certificate shall then be canceled. No interest will be paid or will accrue on the amount payable upon the surrender of any CPI Certificate. (ii) Promptly after the Company Merger Effective Time, the Surviving Company shall cause to be mailed to each Person who was, at the Company Merger Effective Time, a holder of record (other than CPI and 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. Upon surrender to the Paying Agent of any Company Certificate, together with such letter of transmittal, duly executed and completed in accordance with the instructions thereto, and such other documents as may reasonably be required by pursuant to such instructions Parent and/or the Exchange Agent, Surviving Company shall promptly cause to be paid to the holder of such Certificate shall be Person(s) entitled to receive thereto a check in exchange therefor the amount of cash, if any, and the number of whole shares of Parent Common Stock, if any, to which the aggregate number of shares of Company Common Stock previously represented by such Certificate shall have been converted Person(s) are entitled pursuant to Section 2.01(c4.2(a), after giving effect to any required tax withholdings and such Company Certificate shall then be canceled. No interest will be paid or will accrue on the amount payable upon the surrender of any Company Certificate. (iii) into If payment is to be made to a Person other than the right to receiveregistered holder of the Certificate surrendered, and it shall be a condition of such payment that the Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of Company Common Stock that is not registered in the 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 that the person Person requesting such payment shall pay any transfer or other taxes required by reason of the payment to a person other than the registered holder of such the Certificate surrendered or establish to the satisfaction of Parent 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 is not applicable. Until surrendered . (iv) For the purposes of this Agreement, the term "Person" shall mean any individual, corporation (including not-for-profit), general or limited partnership, limited liability company, joint venture, estate, trust, association, organization, Governmental Entity (as contemplated by this defined in Section 2.02, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration into which the shares of Company Common Stock theretofore represented by such Certificate have been converted pursuant to Section 2.01(c5.1(d). No interest shall be paid ) or accrue on any cash payable upon surrender other entity of any Certificatekind or nature.

Exchange Procedures. As soon as reasonably practicable after the Effective Time, the Exchange Surviving Corporation shall cause the Paying Agent (and shall use its best efforts to cause the Paying Agent to do so by the fifth (5th) Business Day following the date of the Effective Time) to mail to each holder of record of a certificate or certificates (the "Certificates") that which immediately prior to the Effective Time represented outstanding shares of Company Seller Common Stock (the ‘‘Certificates’’) whose shares were converted pursuant to Section 3.1(c) into the right to receive the Merger Consideration pursuant to Section 2.01(c), (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Paying Agent and shall be in such form and have such other provisions as the Parent may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the Merger Consideration. Upon surrender of a Certificate for cancelation cancellation to the Exchange Paying Agent or to such other agent or agents as may be appointed by the Parent, together with such letter of transmittal, duly executed, and such other documents as may reasonably be required by the Exchange Paying Agent, the holder of such Certificate shall be entitled to receive in exchange therefor cash equal to the amount Merger Consideration payable in respect of cash, if any, and the number of whole shares of Parent Common Stock, if any, which the aggregate number of shares of Company Seller Common Stock previously represented by such Certificate shall have been converted pursuant to Section 2.01(c) into the right to receiveCertificate, and the Certificate so surrendered shall forthwith immediately be canceledcancelled. In the event of a transfer of ownership of Company Seller Common Stock that which is not registered in the transfer records of the CompanySeller, payment may be made to a person Person other than the person Person in whose name the Certificate so surrendered is registered, if such Certificate shall be properly endorsed or otherwise be in proper form for is presented to the Paying Agent, accompanied by all documents reasonably required to evidence and effect such transfer and the person requesting such payment shall pay by evidence that any applicable stock transfer or other taxes required by reason of the payment to a person other than the registered holder of such Certificate or establish to the satisfaction of Parent that such tax has have been paid or is not applicablepaid. Until surrendered as contemplated by this Section 2.023.2, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive receive, upon such surrender the Merger Consideration into which the shares of Company Common Stock theretofore represented by such Certificate have been converted pursuant to Section 2.01(c)Consideration. 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 TimeTime but in any event not later than five Business Days thereafter, the Exchange Agent shall mail to each holder of record of a certificate or certificates (the "Certificates") that which immediately prior to the Effective Time represented outstanding shares of Company Common Stock Shares and whose shares Shares were converted into the right to receive the Merger Consideration pursuant to Section 2.01(c2.7 (collectively, the “Certificates”), (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Agent and shall be in such form and have such other provisions as Parent may reasonably specify) and (ii) instructions for use in effecting the surrender of surrendering the Certificates in exchange for the Merger Consideration. Upon surrender of a Certificate for cancelation cancellation to the Exchange Agent or to such other agent or agents as may be appointed by ParentAgent, together with such letter of transmittal, duly 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 the amount of cash, if any, and the number of whole shares of Parent Common Stock, if any, cash which the aggregate number of shares of Company Common Stock previously Shares theretofore represented by such Certificate shall have been converted entitle such holder to receive pursuant to Section 2.01(c) into the right to receive, provisions of this Article 2 and the Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of Company Common Stock Shares that is not registered in the transfer records of the Company, payment may be made to a person Person other than the person Person in whose name the Certificate so surrendered is registered, registered if such Certificate shall be properly endorsed or otherwise be in proper form for transfer and the person Person requesting such payment issuance shall pay any transfer or other taxes Taxes required by reason of the payment to a person Person other than the registered holder of such Certificate or establish to the satisfaction of Parent that such tax Tax has been paid or is not applicable. Until surrendered as contemplated by this Section 2.02, each Each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender in accordance with this Section 2.8 the Merger Consideration into which the shares of Company Common Stock theretofore represented by such Certificate shall have been converted pursuant to Section 2.01(c)2.7. No interest shall be paid or shall accrue on any cash payable upon surrender to holders of any CertificateCertificates pursuant to the provisions of this Article 2.

Exchange Procedures. As soon as reasonably practicable after Parent shall use commercially reasonable efforts to cause the Effective Time, the Exchange Paying Agent shall to mail to each holder of record of a certificate Certificate or certificates (the "Certificates") that immediately prior to of Book Entry Shares, within five business days of 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)Time, (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates a Certificate shall pass, only upon delivery of the Certificates Certificate to the Exchange Paying Agent and, in the case of Book Entry Shares, delivery shall be effected and risk of loss and title shall pass only upon adherence to the procedures set forth in the letter of transmittal, and which letter of transmittal shall be in such form and have such other provisions as the Parent may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates and Book Entry Shares in exchange for the Merger Consideration. Surrender of any Book Entry Shares shall be effected in accordance with the Paying Agent’s customary procedures with respect to securities represented by book entry. Upon surrender of a Certificate or Book Entry Shares for cancelation cancellation to the Exchange Paying Agent or to such other agent or agents as may be appointed by the Parent, together with such letter of transmittal, duly completed and properly executed, and such other documents as may reasonably be required by the Exchange Paying Agent, the holder of such Certificate or Book Entry Shares shall be entitled to receive in exchange therefor the an amount of cash, if any, and cash equal to the number of whole shares of Parent Common Stock, if any, which Merger Consideration that such holder has the aggregate number of shares of Company Common Stock previously represented by such Certificate shall have been converted right to receive pursuant to Section 2.01(c) into the right to receive2.1(a)(iii), and the Certificate or Book Entry Shares so surrendered shall forthwith be canceledcancelled. In the event of a transfer of ownership of Company Common Stock that is not registered in the stock transfer records of the Company, payment may be made to a person other than the person in whose name the Certificate or Book Entry Shares so surrendered is registeredor are registered if, if in the case of a Certificate, such Certificate shall be properly endorsed or otherwise be in proper form for transfer, or, in the case of Book Entry Shares, the person in whose name such Book Entry Shares are registered shall have delivered to the Paying Agent instruments of transfer and in such form as the Paying Agent may require in accordance with its customary procedures for the transfer for securities represented by book entry, and, in each case, the person requesting such payment shall pay any transfer or other taxes required by reason of the payment to a person other than the registered holder of such Certificate or Book Entry Shares or establish to the satisfaction of the Parent that such tax has been paid or is not applicable. Until surrendered as contemplated by this Section 2.022.2, each Certificate and all Book Entry Shares shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration amount of cash, without interest, into which the shares of Company Common Stock theretofore formerly represented by such Certificate or Book Entry Shares have been converted pursuant to Section 2.01(c2.1(a)(iii). No interest shall be paid or shall accrue on any the cash payable upon surrender of any CertificateCertificate or Book Entry Shares.

Exchange Procedures. As soon as reasonably practicable (but not later than five (5) business days) after the Effective Time, Parent shall cause the Exchange Paying Agent shall to mail to each holder of record of a 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), Certificate (i) a form of letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Exchange Paying Agent and which shall be in such form and have such other provisions as Parent may reasonably specifycustomary form) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the Merger Consideration. Upon surrender Each holder of record of a Certificate for cancelation shall, upon surrender to the Exchange Paying Agent or to of such other agent or agents as may be appointed by ParentCertificate, together with such letter of transmittal, duly executed, and such other documents as may reasonably be required by the Exchange Paying Agent, the holder of such Certificate shall be entitled to receive in exchange therefor the amount of cash, if any, and the number of whole shares of Parent Common Stock, if any, cash which the aggregate number of shares of Company Common Stock or Company Preferred Stock previously represented by such Certificate shall have been converted into the right to receive pursuant to Section 2.01(c) into the right to receive), and the Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of Company Common Stock that or Company Preferred Stock which is not registered 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, 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 or establish to the reasonable satisfaction of Parent that such tax has been paid or is not applicable. Until surrendered as contemplated by this Section 2.022.02(b), each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration into which the shares holder thereof has the right to receive in respect of Company Common Stock theretofore represented by such Certificate have been converted pursuant to Section 2.01(c)this Article II. No interest shall be paid or will accrue on any cash payable upon surrender to holders of any CertificateCertificates pursuant to the provisions of this Article II.

Exchange Procedures. As soon as reasonably practicable after the Effective Time, the Exchange Agent shall mail to each holder of record of a certificate or certificates (the "Certificates") that which immediately prior to the Effective Time represented outstanding shares of Company Common Stock Shares (the “Certificates”) whose shares were converted into the right to receive the Merger Consideration pursuant to Section 2.01(c)2.2, (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Agent and shall be in such form and have such other provisions as Parent may reasonably specify) and (ii) instructions for use in effecting the surrender of surrendering the Certificates in exchange for the Merger Consideration. Upon surrender of a Certificate for cancelation cancellation to the Exchange Agent or to such other agent or agents as may be appointed by ParentAgent, together with such letter of transmittal, duly 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 the amount of cash, if any, and the number of whole shares of Parent Common Stock, if any, cash which the aggregate number of shares of Company Common Stock previously Shares theretofore represented by such Certificate shall have been converted entitle such holder to receive pursuant to Section 2.01(c) into the right to receive, provisions of this Article 2 and the Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of Company Common Stock that is not registered in the transfer records of the Company, payment may be made to a person Person other than the person Person in whose name the Certificate so surrendered is registered, registered if such Certificate shall be properly endorsed or otherwise be in proper form for transfer and the person Person requesting such payment issuance shall pay any transfer or other taxes Taxes required by reason of the payment to a person Person other than the registered holder of such Certificate or establish to the satisfaction of Parent that such tax Tax has been paid or is not applicable. Until surrendered as contemplated by this Section 2.02, each Each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender in accordance with this Section 2.3 the Merger Consideration into which the shares of Company Common Stock theretofore represented by such Certificate Shares shall have been converted pursuant to Section 2.01(c)2.2. No interest shall be paid or shall accrue on any cash payable upon surrender to holders of any CertificateCertificates pursuant to the provisions of this Article 2.

Exchange Procedures. As soon as reasonably practicable after the Effective Time, the Exchange 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 Certificate or certificates (the "Certificates") that immediately prior to the Effective Time represented outstanding , whose shares of Company Common Stock whose shares were converted into the right to receive the Merger Consideration pursuant to Section 2.01(c2.11(a), (i) a letter of transmittal (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 Certificates shall pass, only upon delivery of the Certificates to the Exchange Agent Paying Agent, and shall (C) be in such form and have such other provisions as Parent may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the Merger Consideration. Upon After the Effective Time and upon surrender of a Certificate for cancelation cancellation to the Exchange Agent or to such other agent or agents as may be appointed by ParentPaying Agent, together with such letter of transmittal, duly executedexecuted and completed in accordance with the instructions thereto, and such other documents as reasonably may reasonably be required by the Exchange Paying Agent, the holder of such Certificate shall be entitled to receive in exchange therefor the amount of cash, if any, and the number of whole shares of Parent Common Stock, if any, Merger Consideration to which the aggregate number of shares of Company Common Stock previously represented by such Certificate shall have been converted holder is entitled pursuant to Section 2.01(c) into the right to receivehereto, and the Certificate so surrendered shall forthwith be canceledcanceled and the Merger Consideration shall be sent promptly to such holder. In the event of a transfer of ownership of Company Common Stock that is not registered in the transfer records No interest will accrue or be paid with respect to any Merger Consideration to be delivered upon surrender of the Company, Certificates. If the payment may of the Merger Consideration is to be made to a person Person other than the person Person in whose name the surrendered Certificate is registered, it shall be a condition of payment that (x) the Certificate so surrendered is registered, if such Certificate shall be properly endorsed or shall be otherwise be in proper form for transfer transfer, and (y) the person Person requesting such payment shall pay any have paid all transfer or and other taxes Taxes required by reason of the payment of the Merger Consideration to a person Person other than the registered holder of the Certificate surrendered, or required for any other reason relating to such Certificate holder or establish requesting Person, or shall have established to the satisfaction of Parent and MergerSub that such tax Tax either has been paid or is not applicablerequired to be paid. Until surrendered as contemplated by this Section 2.022.12, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration into to which the shares holder of Company Common Stock theretofore represented by such Certificate have been converted is entitled pursuant to Section 2.01(c). No hereto, without interest shall be paid or accrue on any cash payable upon surrender of any Certificatethereon.

Exchange Procedures. As soon as reasonably practicable after the Effective Time, the Exchange Agent shall mail to each holder of record of a certificate or certificates (the "Certificates") that which immediately prior to the Effective Time represented outstanding shares of Company Ascend Common Stock (the "Certificates") whose shares were converted into the right to receive the Merger Consideration pursuant to Section 2.01(c)2.01, (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Agent and shall be in such form and have such other provisions as Parent Lucent and Ascend may reasonably specify) and (ii) instructions for use in effecting the surrender of surrendering the Certificates in exchange for the Merger Consideration. Upon surrender of a Certificate for cancelation to the Exchange Agent or to such other agent or agents as may be appointed by ParentAgent, together with such letter of transmittal, duly 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 the amount of cash, if any, and the a certificate representing that number of whole shares of Parent Common Stock, if any, which the aggregate number of shares of Company Lucent Common Stock previously represented by which such Certificate shall have been converted pursuant to Section 2.01(c) into holder has the right to receivereceive pursuant to the provisions of this Article II, certain dividends or other distributions in accordance with Section 2.02(c) and cash in lieu of any fractional share of Lucent Common Stock in accordance with Section 2.02(e), and the Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of Company Ascend Common Stock that which is not registered in the transfer records of Ascend, a certificate representing the Company, payment proper number of shares of Lucent Common Stock may be made issued to a person (as defined in Section 8.03) other than the person in whose name the Certificate so surrendered is registered, registered if such Certificate shall be properly endorsed or otherwise be in proper form for transfer and the person requesting such payment issuance shall pay any transfer or other taxes required by reason of the payment issuance of shares of Lucent Common Stock to a person other than the registered holder of such Certificate or establish to the satisfaction of Parent Lucent that such tax has been paid or is not applicable. Until surrendered as contemplated by this Section 2.022.02(b), each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration into which the and any cash in lieu of fractional shares of Company Lucent Common Stock theretofore represented by to be issued or paid in consideration therefor upon surrender of such Certificate have been converted pursuant to certificate in accordance with this Section 2.01(c)2.02. No interest shall be paid or will accrue on any cash payable upon surrender to holders of any CertificateCertificates pursuant to the provisions of this Article II.

Exchange Procedures. As soon as reasonably practicable after the Effective Time, Parent shall cause the Exchange Paying Agent shall to mail to each holder of record of a certificate or certificates (the "Certificates") that which immediately prior to the Effective Time represented outstanding shares of Company Common Stock Shares (the "Certificates") whose shares Shares were converted into the right to receive the Merger Consideration pursuant to Section 2.01(c)2.4, (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Paying Agent and shall be in such form and have such other provisions not inconsistent with this Agreement as Parent may reasonably specify) and (ii) instructions for use in effecting the surrender of surrendering the Certificates in exchange for payment of the Merger Consideration. Upon surrender of a Certificate for cancelation cancellation to the Exchange Agent or to such other agent or agents as may be appointed by ParentPaying Agent, together with such letter of transmittal, duly executed, and such other documents as may reasonably be required by the Exchange Paying Agent, Parent shall cause the Paying Agent to pay to the holder of such Certificate shall be entitled to receive in exchange therefor the amount of cash, if any, and the number of whole shares of Parent Common Stock, if any, which the aggregate number of shares of Company Common Stock previously represented by such Certificate shall have been converted pursuant to Section 2.01(c) into the right to receiveMerger Consideration, and the Certificate so surrendered shall forthwith be canceledcancelled. In the event of a transfer surrender of ownership of Company Common Stock that is a Certificate representing Shares which are not registered in the transfer records of the CompanyCompany under the name of the Person surrendering such Certificate, payment may be made to a person Person other than the person Person in whose name the Certificate so surrendered is registered, registered if such Certificate shall be properly endorsed or otherwise be in proper form for transfer and the person Person requesting such payment shall pay any transfer or other taxes Taxes required by reason of the payment to a person Person other than the registered holder of such Certificate or establish to the satisfaction of Parent the Paying Agent that such tax has been paid or is not applicable. Until surrendered as contemplated by this Section 2.022.5, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration into which the shares holder thereof has the right to receive in respect of Company Common Stock theretofore represented by such Certificate have been converted pursuant to Section 2.01(c)the provisions of this Article II. No interest shall be paid or will accrue on any cash the Merger Consideration payable upon surrender to holders of any CertificateCertificates pursuant to the provisions of this Article II.

Exchange Procedures. As soon as reasonably practicable after the Effective TimeTime of the Merger, the Exchange Agent shall mail to each holder of record of a certificate or certificates (the "Certificates") that which immediately prior to the Effective Time of the Merger represented outstanding shares of Company Common Stock whose Stock, other than shares were converted into the right to receive Merger Consideration pursuant to be canceled or retired in accordance with Section 2.01(c2.01(b), (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Agent and shall be in such form and have such other provisions as Parent may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for Merger Considerationcertificates representing shares of Parent Common Stock. Upon surrender of a Certificate for cancelation to the Exchange Agent or to such other agent or agents as may be appointed by Parent, together with such letter of transmittal, duly 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 the amount of cash, if any, and the a certificate representing that number of whole shares of Parent Common Stock, if any, Stock which the aggregate number of shares of Company Common Stock previously represented by such Certificate shall have been converted pursuant to Section 2.01(c) into holder has the right to receivereceive pursuant to the provisions of this Article II, and the Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of Company Common Stock that which is not registered in the transfer records of the Company, payment a certificate representing the proper number of shares of Parent Common Stock may be made issued to a person other than the person in whose name the Certificate so surrendered is registered, if such Certificate shall be properly endorsed or otherwise be in proper form for transfer and the person requesting such payment shall pay any transfer or other taxes required by reason of the payment issuance of shares of Parent Common Stock to a person other than the registered holder of such Certificate or establish to the satisfaction of Parent that such tax has been paid or is not applicable. Until surrendered as contemplated by this Section 2.02, each Certificate shall be deemed at any time after the Effective Time of the Merger to represent only the right to receive upon such surrender the Merger Consideration into which certificate representing the appropriate number of whole shares of Company Parent Common Stock, cash in lieu of any fractional shares of Parent Common Stock theretofore represented and any dividends to the extent provided in Section 2.02(c) as contemplated by such Certificate have been converted pursuant to this Section 2.01(c)2.02. No interest shall will be paid or will accrue on any cash payable upon surrender in lieu of any Certificatefractional shares of Parent Common Stock.

Exchange Procedures. As soon as reasonably practicable after the Effective Time, Parent or the Exchange Surviving Corporation shall cause the Paying Agent shall to mail to each holder of record of a certificate or certificates (the "Certificates") that which immediately prior to the Effective Time represented outstanding shares of Company Common Stock whose shares (the “Certificates”) that were converted pursuant to Section 2.1(c) into the right to receive the Merger Consideration pursuant to Section 2.01(c), Price (i) a letter of transmittal in a form prepared prior to the Effective Time and reasonably acceptable to the Company (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Paying Agent and shall be in such form and have such other provisions as the Parent or the Surviving Corporation may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the Merger ConsiderationPrice. Upon surrender of a Certificate for cancelation cancellation to the Exchange Agent or to such other agent or agents as may be appointed by ParentPaying Agent, together with such letter of transmittal, transmittal duly executed, executed and such other documents as may reasonably be required by the Exchange Agentcompleted in accordance with its terms, the holder of such Certificate shall be entitled to receive in exchange therefor a cash payment representing the amount of cash, if any, and the number of whole shares of Parent Common Stock, if any, which the aggregate number of shares Merger Price for each share of Company Common Stock previously represented by thereby, subject to any applicable withholding tax, which such Certificate shall have been converted pursuant to Section 2.01(c) into holder has the right to receivereceive pursuant to the provisions of this Article II, and the Certificate so surrendered shall forthwith be canceledcancelled. In no event shall the holder of any Certificate be entitled to receive interest on any funds to be received in the Merger, including any interest accrued in respect of the Payment Fund. In the event of a transfer of ownership of Company Common Stock that prior to the Effective Time which is not registered in the transfer records of the Company, payment the Merger Price may be made issued to a person other than the person in whose name transferee if the Certificate so surrendered representing such Company Common Stock is registered, if presented to the Paying Agent accompanied by all documents required to evidence and effect such Certificate shall be properly endorsed or otherwise be in proper form for transfer and the person requesting such payment shall pay by evidence that any applicable stock transfer or other taxes required by reason of the payment to a person other than the registered holder of such Certificate or establish to the satisfaction of Parent that such tax has have been paid or is not applicablepaid. Until surrendered as contemplated by this Section 2.022.2(b), each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration into which the shares Price for each share of Company Common Stock theretofore represented thereby as contemplated by such Certificate this Article II, together with the dividends, if any, which may have been converted pursuant to Section 2.01(c)declared by the Company on the Company Common Stock in accordance with the terms of this Agreement and which remain unpaid at the Effective Time. No interest Parent and the Surviving Corporation shall be paid or accrue on any cash payable upon surrender pay all fees and expenses of any Certificatethe Paying Agent in connection with the Payment Fund and the distributions therefrom.

Exchange Procedures. As soon as reasonably practicable possible after the Effective TimeTime (but in any event within three (3) Business Days), Parent and the Exchange Surviving Corporation shall cause the Paying Agent shall to mail to each holder of record of a certificate Certificate or certificates (the "Certificates") 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), 2.1: (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall passpass to the Paying Agent, only upon delivery of the Certificates to the Exchange Agent Paying Agent, and which letter shall be in such form and have such other provisions as Parent may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the Merger ConsiderationConsideration to which the holder thereof is entitled. Upon surrender of a Certificate for cancelation cancellation to the Exchange Paying Agent or to such other agent or agents reasonably satisfactory to the Company as may be appointed by Parent, together with such letter of transmittal, duly executedexecuted and completed in accordance with the instructions thereto, and such other documents as may reasonably be required by the Exchange Paying Agent, the holder of such Certificate shall be entitled to receive in exchange therefor the amount of cash, if any, and cash payable in respect of the number of whole shares of Parent Common Stock, if any, which the aggregate number of shares of Company Common Stock previously represented by such Certificate shall have been converted pursuant to Section 2.01(c) into the right to receiveprovisions of this Article II, and the Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of Company Common Stock that is not registered in the transfer records of the Company, payment may be made to a person Person other than the person Person in whose name the Certificate so surrendered is registered, if such Certificate shall be properly endorsed or otherwise be in proper form for transfer and the person Person requesting such payment shall pay any transfer or other taxes Taxes required by reason of the payment to a person Person other than the registered holder of such Certificate or establish to the satisfaction of Parent that such tax has been paid or is not applicable. Until surrendered as contemplated by this Section 2.022.2, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive receive, upon such surrender surrender, the Merger Consideration into which the shares of Company Common Stock theretofore represented as contemplated by such Certificate have been converted pursuant to this Section 2.01(c)2.2. 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 Exchange Agent shall mail to each holder of record of a certificate or certificates (the "Certificates") that immediately prior to the Effective Time represented outstanding shares of Company Common Stock whose shares were converted into the right to receive the Merger Consideration pursuant to Section 2.01(c), ) (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Agent and shall be in such form and have such other provisions as Parent may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the Merger Consideration. Upon surrender of a Certificate for cancelation cancellation to the Exchange Agent or to such other agent or agents as may be appointed by Parent, together with such letter of transmittal, duly 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 the amount of cash, if any, and the number of whole shares of Parent Common Stock, if any, into which the aggregate number of shares of Company Common Stock previously represented by such Certificate shall have been converted pursuant to Section 2.01(c) into the right and cash in lieu of fractional shares of Parent Common Stock to receivewhich such holder is entitled pursuant to Section 2.2(d), and the Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of Company Common Stock that is not registered in the 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 Parent that such tax has been paid or is not applicable. Until surrendered as contemplated by this Section 2.02, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration into which the shares of Company Common Stock theretofore represented by such Certificate have 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 Exchange Agent shall mail to each holder of record of a certificate (a “Certificate”) or certificates book-entry share (the "Certificates"a “Book-Entry Share”) that immediately prior to the Effective Time represented issued and outstanding shares of Company Common Stock Shares and whose shares were converted into the right to receive the Merger Consideration pursuant to Section 2.01(c)Consideration, (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates or Book-Entry Shares to the Exchange Agent Agent, and which shall be in such form and have such other provisions as Parent may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates and Book-Entry Shares in exchange for the Merger Consideration. Upon surrender of a Certificate or Book-Entry Share, as applicable, for cancelation cancellation to the Exchange Agent or to such other agent or agents as may be appointed by Parent, together with such letter of transmittal, duly executed, and such other documents as may reasonably be required by the Exchange Agent, the holder of such Certificate or Book-Entry Share shall be entitled to receive in exchange therefor the amount of cash, if any, and the that number of whole shares of Parent Common StockShares and/or cash, if anyas applicable, which the aggregate number of shares of Company Common Stock previously represented by that such Certificate shall have been converted pursuant to Section 2.01(c) into holder has the right to receivereceive pursuant to the provisions of this Article III, and the Certificate or Book-Entry Share so surrendered shall forthwith be canceledcancelled. In If any portion of the event of a transfer of ownership of Company Common Stock that Merger Consideration is not to be registered in the transfer records name of the Company, payment may be made to a person other than the person in whose name the applicable surrendered Certificate so surrendered or Book-Entry Share is registered, if it shall be a condition to the registration of such Merger Consideration that the surrendered Certificate shall be properly endorsed or otherwise be in proper form for transfer and the person requesting such payment delivery of the Merger Consideration shall pay to the Exchange Agent any transfer or other taxes required by reason of such registration in the payment to name of a person other than the registered holder of such Certificate or Book-Entry Share or establish to the reasonable satisfaction of Parent the Exchange Agent that such tax has been paid or is not applicable. Until surrendered as contemplated by this Section 2.023.2, each Certificate or Book-Entry Share shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration into which the shares of Company Common Stock theretofore represented by such Certificate have been converted pursuant to Section 2.01(c)Consideration. No interest shall be paid or shall accrue for the benefit of holders of Certificates or Book-Entry Shares on any cash the Merger Consideration payable upon the surrender of any CertificateCertificates or Book-Entry Shares.

Exchange Procedures. As soon as reasonably practicable after the -------------------- Effective Time, the Exchange Surviving Corporation shall cause the Paying Agent shall to mail to each holder of record of a certificate or certificates (the each, a "CertificatesCertificate") that which immediately prior to the Effective Time represented outstanding shares of Company ICI Common Stock whose shares were converted into the right to receive the Merger Consideration pursuant to Section 2.01(c), 2.01 (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Paying Agent and shall be in such form and have such other provisions as Parent the Surviving Corporation may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the Merger Consideration. Upon surrender of a Certificate for cancelation to the Exchange Paying Agent or to such other agent or agents as may be appointed by ParentICI, together with such letter of transmittal, duly executed, and such other documents as may be reasonably be required by the Exchange Paying Agent, the holder of such Certificate shall be entitled to receive in exchange therefor the amount of cash, if any, and cash into which the number of whole shares of Parent Common Stock, if any, which the aggregate number of shares of Company ICI Common Stock previously theretofore represented by such Certificate shall have been converted pursuant to Section 2.01(c) into the right to receive2.01, and the Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of Company ICI Common Stock that which is not registered in the transfer records of the CompanyICI, payment may be made to a person Person other than the person Person in whose name the Certificate so surrendered is registered, if such Certificate shall be properly endorsed or otherwise be in proper form for transfer and the person Person requesting such payment shall pay any transfer or other taxes required by reason of the payment to a person Person other than the registered holder of such Certificate or establish to the satisfaction of Parent the Surviving Corporation that such tax has been paid or is not applicable. Until surrendered as contemplated by this Section 2.02, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration amount of cash, without interest, into which the shares of Company ICI Common Stock theretofore represented by such Certificate shall have been converted pursuant to Section 2.01(c)2.01. No interest shall will be paid or will accrue on any the cash payable upon the surrender of any Certificate, except to the extent provided under Article 13.

Exchange Procedures. As soon as reasonably practicable after the Effective Time, Parent shall cause the Exchange Paying Agent shall to mail to each holder of record of a certificate or certificates (the "Certificates") that which immediately prior to the Effective Time represented outstanding shares of Company Common Stock Shares (the "Certificates") whose shares Shares were converted into the right to receive the Merger Consideration pursuant to Section 2.01(c)2.4, (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Paying Agent and shall be in such form and have such other provisions not inconsistent with this Agreement as Parent may reasonably specify) and (ii) instructions for use in effecting the surrender of surrendering the Certificates in exchange for payment of the Merger Consideration. Upon surrender of a Certificate for cancelation cancellation to the Exchange Agent or to such other agent or agents as may be appointed by ParentPaying Agent, together with such letter of transmittal, duly executed, and such other documents as may reasonably be required by the Exchange Paying Agent, Parent shall cause the Paying Agent to pay to the holder of such Certificate shall be entitled to receive in exchange therefor the amount of cash, if any, and the number of whole shares of Parent Common Stock, if any, which the aggregate number of shares of Company Common Stock previously represented by such Certificate shall have been converted pursuant to Section 2.01(c) into the right to receiveMerger Consideration, and the Certificate so surrendered shall forthwith be canceledcancelled. In the event of a transfer surrender of ownership of Company Common Stock that is a Certificate representing Shares which are not registered in the transfer records of the CompanyCompany under the name of the Person surrendering such Certificate, payment may be made to a person Person other than the person Person in whose name the Certificate so surrendered is registered, registered if such Certificate shall be properly endorsed or otherwise be in proper form for transfer and the person Person requesting such payment shall pay any transfer or other taxes Taxes required by reason of the payment to a person Person other than the registered holder of such Certificate or establish to the satisfaction of Parent the Paying Agent that such tax has been paid or is not applicable. Until surrendered as contemplated by this Section 2.022.5, 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 surrender the Merger Consideration into which the shares holder thereof has the right to receive in respect of Company Common Stock theretofore represented by such Certificate have been converted pursuant to Section 2.01(c)the provisions of this Article II. No interest shall be paid or will accrue on any cash the Merger Consideration payable upon surrender to holders of any CertificateCertificates pursuant to the provisions of this Article II.

Exchange Procedures. As soon as reasonably practicable after the Effective Time, the Exchange Agent shall mail to each holder of record of a certificate or certificates (the "Certificates") that which immediately prior to the Effective Time represented outstanding shares of Company Common Stock Advantage Health Shares (the "Certificates") whose shares were converted into the right to receive the Merger Consideration pursuant to Section 2.01(c)2.1, (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Agent and shall be in such form and have such other provisions as Parent HEALTHSOUTH may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for Merger Considerationcertificates representing shares of HEALTHSOUTH Common Stock. Upon surrender of a Certificate for cancelation cancellation to the Exchange Agent or to such other agent or agents as may be appointed by ParentHEALTHSOUTH, together with such letter of transmittal, duly 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 the amount of cash, if any, and the a certificate representing that number of whole shares of Parent Common Stock, if any, which the aggregate number of shares of Company HEALTHSOUTH Common Stock previously represented by which such Certificate shall have been converted pursuant to Section 2.01(c) into holder has the right to receivereceive pursuant to the provisions of this Section 2, and the Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of Company Common Stock that Advantage Health Shares which is not registered in the transfer records of Advantage Health, a certificate representing the Company, payment proper number of shares of HEALTHSOUTH Common Stock may be made issued to a person other than the person in whose name the Certificate so surrendered is registered, if such Certificate shall be properly endorsed or otherwise be in proper form for transfer and the person requesting such payment shall pay any transfer or other taxes required by reason of the payment issuance of shares of HEALTHSOUTH Common Stock to a person other than the registered holder of such Certificate or establish to the satisfaction of Parent HEALTHSOUTH that such tax has been paid or is not applicable. Until surrendered as contemplated by this Section 2.022.2, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration into which the certificate representing shares of Company HEALTHSOUTH Common Stock theretofore represented and cash in lieu of any fractional shares of HEALTHSOUTH Common Stock as contemplated by such Certificate have been converted pursuant to this Section 2.01(c)2.2. No interest shall will be paid or will accrue on any cash payable upon surrender in lieu of any Certificatefractional 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 holders have exchanged their Certificates for certificates representing HEALTHSOUTH Common Stock in accordance with this Section 2.2.

Exchange Procedures. As soon as reasonably practicable after the Effective Time, the Exchange Agent shall mail to each holder of record of a certificate or certificates (the "Certificates") certificates, 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 2.01(c)1.6, (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall passpass to the Exchange Agent, only upon delivery of the Certificates to the Exchange Agent Agent, and shall be in such form and have such other provisions as Parent may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the Merger Consideration. Upon surrender of a Certificate for cancelation cancellation to the Exchange Agent or to such other agent or agents as may be appointed by Parent, together with such letter of transmittal, duly 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 the amount Merger Consideration payable in respect of cash, if any, and the number of whole shares of Parent Common Stock, if any, which the aggregate number of shares of Company Common Stock previously theretofore represented by such Certificate shall have been converted pursuant to Section 2.01(c) into the right to receiveprovisions of this Article I, and the Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of Company Common Stock that is not registered in the transfer records of the Company, 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 Parent that such tax has been paid or is not applicable. Until surrendered as contemplated by this Section 2.021.7, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration into which the shares of Company Common Stock theretofore represented as contemplated by such Certificate have been converted pursuant to this Section 2.01(c)1.7. No interest shall be paid or accrue on any cash payable upon surrender of any Certificate.

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 reasonably 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 Exchange Agent shall to mail or deliver to each holder of record of a certificate Person who did not surrender, or certificates (who improperly surrendered, such shareholder’s Certificates to the "Certificates") that Exchange Agent and who was, immediately prior to the Effective Time represented outstanding shares Time, a holder of Company Common record of Salisbury Stock whose shares were converted into a notice advising such holders of the right to receive Merger Consideration pursuant to Section 2.01(c)effectiveness of the Merger, (i) including a letter of transmittal (in 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 Certificates shall pass, only upon with respect to shares evidenced by Certificates, proper delivery of the Certificates to the Exchange Agent of such Certificates and shall be the transmittal materials, duly, completely and validly executed in such form and have such other provisions as Parent may reasonably specify) and (ii) accordance with the instructions for use in effecting the surrender of the Certificates in exchange for Merger Considerationthereto. Upon surrender to the Exchange Agent of a Certificate for cancelation to the Exchange Agent or to such other agent or agents as may be appointed by Parent, cancellation together with such letter of transmittal, duly executed, executed and such other documents as may reasonably be required by completed in accordance with the Exchange Agentinstructions thereto, the holder of such Certificate shall promptly be entitled to receive provided in exchange therefor therefor, but in no event later than five (5) Business Days after due surrender, (x) a certificate, or at the amount election of cashNBT, if anya statement reflecting shares issued in book-entry form, and representing the number of whole shares of Parent Common StockNBT Stock that such holder is entitled pursuant to this Article II, if any, which and (y) a check in the aggregate number amount equal to the sum of shares (A) the cash portion of Company Common Stock previously represented by the Merger Consideration that such holder has the right to receive in respect of such Certificate shall have been converted surrendered pursuant to this Article II, (B) any cash in lieu of fractional shares pursuant to Section 2.01(c2.03(f) into the right and (C) any dividends or other distributions that such holder is entitled pursuant to receiveSection 2.03(e), and the Certificate so surrendered shall forthwith be canceled. No interest will accrue or be paid with respect to any property to be delivered upon surrender of Certificates. (d) In the event any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person claiming such Certificate to be lost, stolen or destroyed and, if required by NBT or the Exchange Agent, the posting by such Person of a transfer of ownership of Company Common Stock bond in customary amount as indemnity against any claim that is not registered in the transfer records of the Company, payment may be made against it or the Surviving Corporation with respect to a person other than such Certificate, NBT shall cause the person in whose name Exchange Agent to issue the Certificate so surrendered is registeredMerger Consideration deliverable to such Person, 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 cash, unpaid dividends or other taxes required by reason distributions that would be payable or deliverable to such Person, in respect of the payment 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 person other than the registered holder of such Certificate or establish to the satisfaction of Parent that such tax has been paid or is not applicable. Until surrendered as contemplated by this Section 2.02, each Certificate shall be deemed at any time record date after the Effective Time shall be paid to represent only the holder of any unsurrendered Certificate with respect to the shares of NBT Stock 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 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 receive upon such surrender make all determinations, not inconsistent with the terms of this Agreement, governing (A) the issuance and delivery of shares of NBT Stock into which shares of Salisbury Stock are converted in the Merger Consideration into which and (B) the method of payment of cash in lieu of fractional shares of Company Common Stock theretofore represented by such Certificate have been converted pursuant to Section 2.01(c). No interest shall be paid or accrue on any cash payable upon surrender of any CertificateNBT Stock.

Exchange Procedures. As soon as reasonably practicable after the Effective Time, Parent shall cause the Exchange Paying Agent shall to mail to each holder of record of a certificate or certificates (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), Certificate (i) a form of letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Exchange Paying Agent and which shall be in such customary form and have such other provisions as Parent may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the Merger Consideration. Upon surrender Each holder of record of a Certificate for cancelation shall, upon surrender to the Exchange Paying Agent or to of such other agent or agents as may be appointed by ParentCertificate, together with such letter of transmittal, duly executed, and such other documents as may reasonably be required by the Exchange Paying Agent, the holder of such Certificate shall be entitled to receive in exchange therefor the amount of cash, if any, and the number of whole shares of Parent Common Stock, if any, cash which the aggregate number of shares of Company Common Stock previously represented by such Certificate shall have been converted into the right to receive pursuant to Section 2.01(c) into the right to receive), and the Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of Company Common Stock that which is not registered in the transfer records of the Company, payment of the Merger Consideration may be made to a person other than the person in whose name the Certificate so surrendered is registered, registered if such Certificate shall be properly endorsed or otherwise be in proper form for transfer and the person requesting such 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 or establish to the satisfaction reasonable satis faction of Parent that such tax has been paid or is not applicable. Until surrendered as contemplated by this Section 2.022.02(b), each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration into which the shares holder thereof has the right to receive in respect of Company Common Stock theretofore represented by such Certificate have been converted pursuant to Section 2.01(c)this Article II. No interest shall be paid or will accrue on any cash payable upon surrender to holders of any CertificateCertificates pursuant to the provisions of this Article II.

Exchange Procedures. As soon as reasonably practicable Promptly (and in any event within five (5) Business Days) after the Effective Time, Parent shall cause the Exchange Agent shall to mail to each holder of record of a certificate or certificates (the "Certificates") that immediately prior to the Effective Time represented outstanding Company Common Stock whose shares of Company Common Stock whose shares were converted into the right to receive the Merger Consideration pursuant to Section 2.01(c), (i) a form of letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates or transfer of the Uncertificated Shares to the Exchange Agent and which shall be in such customary form and have such other provisions as Parent may reasonably specifycontain customary provisions) and (ii) instructions for use in effecting the surrender of the 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 cancelation or transfer to the Exchange Agent or to such other agent or agents as may be appointed by ParentAgent, together with such letter of transmittal, duly 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 the amount of cash, if anycash to which such holder is entitled pursuant to Section 2.09(c), and the number of whole shares of Parent Common Stock, if any, which the aggregate number of shares of Company Common Stock previously represented by such Certificate shall have been converted pursuant to Section 2.01(c) into the right to receive, and the Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of Company Common Stock that which is not registered in the transfer records of the Company, 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, 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 Taxes required by reason of the payment of the Merger Consideration to a person other than the registered holder of such Certificate or establish to the reasonable satisfaction of Parent that such tax has Taxes have been paid or is are not applicable. Until surrendered as contemplated by this Section 2.022.10(b), each Certificate or Uncertificated Share shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration into which the shares of Company Common Stock theretofore represented by such Certificate have been converted pursuant to Section 2.01(c)Consideration. No interest shall be paid or will accrue on any cash payable upon surrender payment to holders of any CertificateCertificates or Uncertificated Shares pursuant to the provisions of this Article II.

Exchange Procedures. As soon as reasonably practicable after the Effective Time, Parent shall cause the Exchange Paying Agent shall to mail to each holder of record of a certificate or certificates (the "Certificates") that which immediately prior to the Effective Time represented outstanding shares of Company Common Stock Shares (the "CERTIFICATES") whose shares Shares were converted into the right to receive the Merger Consideration pursuant to Section 2.01(c)3.1, (i) a letter of transmittal (which shall specify that delivery shall be effectedeffective, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Paying Agent and shall be in such form and have such other provisions not inconsistent with this Agreement as Parent may reasonably specify) and (ii) instructions for use in effecting the surrender of surrendering the Certificates in exchange for payment of the Merger Consideration. Upon surrender of a Certificate for cancelation cancellation to the Exchange Agent or to such other agent or agents as may be appointed by ParentPaying Agent, together with such letter of transmittal, duly executed, and such other documents as may reasonably be required by the Exchange Paying Agent, Parent shall cause the Paying Agent to pay to the holder of such Certificate shall be entitled to receive in exchange therefor the amount of cash, if any, and the number of whole shares of Parent Common Stock, if any, which the aggregate number of shares of Company Common Stock previously represented by such Certificate shall have been converted pursuant to Section 2.01(c) into the right to receiveMerger Consideration, and the Certificate so surrendered shall forthwith be canceledcancelled. In the event of a transfer surrender of ownership of Company Common Stock that is a Certificate representing Shares which are not registered in the transfer records of the CompanyCompany 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, 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 Taxes (as hereinafter defined) required by reason of the payment to a person other than the registered holder of such Certificate or establish to the satisfaction of Parent the Paying Agent that such tax has been paid or is not applicable. Until surrendered as contemplated by this Section 2.023.2, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration into which the shares holder thereof has the right to receive in respect of Company Common Stock theretofore represented by such Certificate have been converted pursuant to Section 2.01(c)the provisions of this Article III. No interest shall be paid or will accrue on any cash the Merger Consideration payable upon surrender to holders of any CertificateCertificates pursuant to the provisions of this Article III.

Exchange Procedures. As soon as reasonably practicable after the Effective Time, the Exchange Agent shall mail to each holder of record of a certificate or certificates (the "Certificates") that which immediately prior to the Effective Time represented outstanding shares of Company Common Stock whose shares Shares which Shares were converted into the right to receive Merger Consideration shares of Company Common Stock pursuant to Section 2.01(c1.6 (a "Certificate" or "Certificates"), (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Agent and shall be in such form and have such other provisions as Parent the Company may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for Merger Considerationcertificates representing shares of Company Common Stock. Upon surrender of a Certificate for cancelation cancellation to the Exchange Agent or to such other agent or agents as may be appointed by Parent, together with such letter of transmittal, duly 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 the amount of cash, if any, and the a certificate representing that number of whole shares of Parent Common Stock, if any, which the aggregate number of shares of Company Common Stock previously represented by which such Certificate shall have been converted pursuant to Section 2.01(c) into holder has the right to receivereceive in respect of the Certificate surrendered pursuant to the provisions of this Article I (after taking into account all Shares then held by such holder), and the Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of Company Common Stock that Shares which is not registered in the transfer records of the CompanySeller, payment a certificate representing the proper number of shares of Company Common Stock may be issued to a transferee if the Certificate representing such Shares is presented to the Exchange Agent, accompanied by all documents required to evidence and effect such transfer and by evidence that any applicable stock transfer taxes have been paid. In the event any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming such Certificate to be lost, stolen or destroyed and the posting by such person of a bond in such amount as the Company may direct as indemnity against any claim that may be made against it or the Exchange Agent with respect to such Certificate, the Exchange Agent will issue in exchange for such lost, stolen or destroyed Certificate a person other than certificate representing 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 number of the payment to a person other than the registered holder shares of such Certificate or establish to the satisfaction of Parent that such tax has been paid or is not applicableCompany Common Stock. Until surrendered as contemplated by this Section 2.021.8, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration into which the certificate representing shares of Company Common Stock, dividends, cash in lieu of any fractional shares of Company Common Stock theretofore represented as contemplated by such Certificate have been converted pursuant to Section 2.01(c1.8(e) and other distributions as contemplated by Section 1.8(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, Novartis shall cause the Exchange Paying Agent shall to mail to each holder of record of a 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), Certificate (i) a letter of transmittal (which shall specify specifying that delivery of the Certificates shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates (or affidavits of loss in lieu thereof) to the Exchange Agent and shall Paying Agent, such letter of transmittal to be in such customary form and have such other provisions as Parent Novartis may reasonably specify) specify and (ii) instructions for use in effecting the surrender of the 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 cancelation to the Exchange Agent or to such other agent or agents as may be appointed by Parent, cancellation together with such letter of transmittal, duly completed and validly executed, and such other documents as may reasonably be required requested by the Exchange Paying Agent, the holder of such Certificate shall be entitled to receive in exchange therefor the amount of cash, if any, and the number of whole shares of Parent Common Stock, if any, which the aggregate number of shares of Company Common Stock previously represented by Merger Consideration that such Certificate shall have been converted holder is entitled to receive pursuant to Section 2.01(c) into the right to receivethis Article III, and the Certificate so surrendered shall forthwith be canceledcancelled; provided that in no event will a holder of a Certificate be entitled to receive the Merger Consideration if 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 Certificates. In the event of a transfer of ownership of Company Common Stock that is not registered in the transfer records of the Company, payment may be made issued to such a person other than the person in whose name transferee if the Certificate so surrendered formerly representing such Company Common Stock is registeredpresented to the Paying Agent, if accompanied by all documents required to evidence and effect such Certificate shall be properly endorsed or otherwise be in proper form for transfer transfer, and the person Person requesting such payment shall pay issuance pays any transfer or other taxes required by reason of the such payment to a person Person other than the registered holder of such Certificate or establish establishes to the satisfaction of Parent Novartis and the Company that such tax has been paid or is not applicable. Until surrendered as contemplated by For the purposes of this Section 2.02Agreement, each Certificate the term “Person” shall be deemed at mean any time after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration into which the shares of Company Common Stock theretofore represented by such Certificate have been converted pursuant to Section 2.01(cindividual, corporation (including not-for-profit corporations). No interest shall be paid , general or accrue on any cash payable upon surrender limited partnership, limited liability company, joint venture, estate, trust, association, organization, Governmental Entity or other entity of any Certificatekind or nature.

Exchange Procedures. As soon as reasonably practicable Promptly (and in any event within five (5) Business Days) after the Effective Time, Parent shall cause the Exchange Agent shall to mail to each holder of record of a certificate or certificates (the "Certificates") that which 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)(each, a “Certificate”) (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Agent and shall be in such customary form and have such other provisions as Parent may reasonably specify) approved by the Company and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the Merger ConsiderationConsideration payable with respect thereto. Upon surrender of a Certificate for cancelation cancellation to the Exchange Agent or to such other agent or agents as may be appointed by ParentAgent, together with such letter of transmittal, duly 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 the amount of cash, if any, and the number of whole shares of Parent Common Stock, if any, which the aggregate number of shares of Company Common Stock previously represented by Merger Consideration that such Certificate shall have been converted pursuant to Section 2.01(c) into holder has the right to receivereceive pursuant to the provisions of this Article IV, after giving effect to any required withholding taxes, and the Certificate so surrendered shall forthwith immediately be canceledcancelled. No interest will be paid or accrued on the cash payable upon the surrender of such Certificate or Certificates. In the event of a transfer of ownership of Company Common Stock that which is not registered in the transfer records of the Company, it will be a condition of payment may be made to a person other than of the person in whose name Merger Consideration that the surrendered Certificate so surrendered is registered, if such Certificate shall be properly endorsed endorsed, with signatures guaranteed, or otherwise be in proper form for transfer and that the person Person requesting such payment shall will pay any transfer or other taxes required by reason of the payment to a person Person other than the registered holder of such the surrendered Certificate or such Person will establish to the satisfaction of Parent that such tax has taxes have been paid or is are not applicable. Until surrendered as contemplated by this Section 2.024.2, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration into which the shares of Company Common Stock theretofore represented by such Certificate have been converted pursuant to Section 2.01(c). No interest shall be paid or accrue on any cash payable upon surrender of any Certificate.such

Exchange Procedures. As soon as reasonably practicable after the Effective Time, the Exchange Paying Agent shall mail to each holder of record record, as of the Effective Time, of a certificate or certificates (the "Certificates") that certificates, which immediately prior to the Effective Time represented outstanding shares of Company Common Stock Shares (the "Certificates"), whose shares Shares were converted pursuant to Section 2.1 into the right to receive the Merger Consideration pursuant to Section 2.01(c), (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Paying Agent and shall be in such form and have such other provisions as Parent may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for payment of the Merger Consideration. Upon surrender of a Certificate for cancelation cancellation to the Exchange Paying Agent or to such other agent or agents as may be appointed by Parent, together with such letter of transmittal, duly 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 the amount of cash, if any, and the number of whole shares of Parent Common Stock, if any, which the aggregate number of shares of Company Common Stock previously Merger Consideration for each Share formerly represented by such Certificate shall have been converted pursuant to Section 2.01(c) into the right to receive, and the Certificate so surrendered shall forthwith be canceled. In No interest will be paid or accrued on the event of a transfer of ownership of Company Common Stock that is not registered in cash payable upon the transfer records surrender of the Company, Certificates. If payment may 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 is registered, if such Certificate shall be properly endorsed or shall be otherwise be in proper form for transfer and that the person requesting such payment shall pay have paid any transfer or and other taxes required by reason of the payment of the Merger Consideration to a person other than the registered holder of such the Certificate surrendered or establish shall have established to the satisfaction of Parent the Surviving Corporation that such tax either has been paid or is not applicable. Until surrendered as contemplated by this Section 2.022.2, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration into which the shares of Company Common Stock theretofore represented in cash as contemplated by such Certificate have been converted pursuant to this Section 2.01(c). No interest shall be paid or accrue on any cash payable upon surrender of any Certificate2.2.

Exchange Procedures. As soon as reasonably practicable after the Effective Time, the Exchange Agent shall mail to each holder of record of a certificate 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)2.01, (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Agent and shall be in such form and have such other provisions as Parent may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for Merger Consideration. Upon surrender of a Certificate for cancelation to the Exchange Agent or to such other agent or agents as may be appointed by ParentAgent, together with such letter of transmittal, duly 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 the amount of cash, if any, and the a certificate representing that number of whole shares of Parent Common Stock, if any, which the aggregate number Stock (together with cash in lieu of shares of Company Common Stock previously represented by fractional shares) that such Certificate shall have been converted pursuant to Section 2.01(c) into holder has the right to receivereceive pursuant to the provisions of this Article II, and the Certificate so surrendered shall forthwith be canceled. Until such 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 voted on any matter. In the event of a transfer of ownership of Company Common Stock that is not registered in the transfer records of the Company, payment a certificate representing the appropriate number of shares of Parent Common Stock may be made issued to a person other than the person in whose name the Certificate so surrendered is registered, if such Certificate shall be properly endorsed or otherwise be in proper form for transfer and the person requesting such payment issuance shall pay any transfer or other taxes required by reason of the payment issuance of shares of Parent Common Stock to a person other than the registered holder of such Certificate or establish to the satisfaction of Parent that such tax has been paid or is not applicable. Until Subject to Section 2.02(d), until surrendered as contemplated by this Section 2.02, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration into which the shares of Company Common Stock theretofore represented as contemplated by such Certificate have been converted pursuant to this Section 2.01(c)2.02. 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 Exchange Paying Agent shall mail to each holder of record of a certificate Certificate or certificates (the "Certificates") Certificates that immediately prior to the Effective Time represented evidenced outstanding shares of Company Common Stock whose shares were converted into the right to receive Merger Consideration pursuant to Section 2.01(c)2.1, (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Paying Agent and shall be in such form and have such other provisions as Parent and the Company may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for Merger Consideration. Upon surrender of a Certificate for cancelation cancellation to the Exchange Paying Agent or to such other agent or agents as may be appointed by Parent, together with such letter of transmittal, duly executed, and such other documents as may reasonably be required by the Exchange Paying Agent, the holder of such Certificate shall be entitled to receive in exchange therefor (by mail or made available for collection by hand if so elected by the surrendering shareholder) the amount of cash, if any, and cash payable in respect of the number of whole shares of Parent Common Stock, if any, which the aggregate number of shares of Company Common Stock previously represented theretofore evidenced by such Certificate shall have been converted pursuant to Section 2.01(c) into the right to receiveprovisions of this Article II, and the Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of Company Common Stock that is not registered 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 Parent that such tax has been paid or is not applicable. Until surrendered as contemplated by this Section 2.022.2, each Certificate shall be deemed at any time after the Effective Time to represent evidence only the right to receive upon such surrender the Merger Consideration into which the shares of Company Common Stock theretofore represented as contemplated by such Certificate have been converted pursuant to this Section 2.01(c)2.2. 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 Exchange Agent shall mail to each holder of record of a certificate or certificates (the "Certificates") that immediately prior to the Effective Time represented outstanding shares of Company Common Stock Certificate whose shares were converted into the right to receive the applicable Merger Consideration pursuant to Section 2.01(c)2.01, (i) a form of letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Agent and shall be in such customary form and have such other provisions as Parent may reasonably specify) and (ii) instructions for use in effecting the surrender of surrendering the Certificates in exchange for the applicable Merger ConsiderationConsideration with respect thereto. Upon surrender of a Certificate for cancelation to the Exchange Agent or to such other agent or agents as may be appointed by ParentAgent, together with such letter of transmittal, duly completed and validly executed, and such other documents as may reasonably be required by the Exchange Agent, the holder of such Certificate shall be entitled to receive in exchange therefor a receipt evidencing that number of whole Parent ADSs (together with cash in lieu of any fractional Parent ADS in accordance with Section 2.03(e)), if any, and the amount of cash, if any, and the number of whole shares of Parent Common Stock, if any, which that the aggregate number of shares of Company Common Stock previously represented by such Certificate shall have been converted pursuant to Section 2.01(c) 2.01 into the right to receive, together with certain dividends or other distributions in accordance with Section 2.02(c), and the Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of Company Common Stock that is not registered in the transfer records of the Company, payment a receipt evidencing the proper number of Parent ADSs may be made issued and/or the proper amount of cash may be paid, as appropriate, in exchange therefor to a person other than the person in whose name the Certificate so surrendered is registered, registered if such Certificate shall be properly endorsed or otherwise be in proper form for transfer and the person requesting such payment issuance shall pay any transfer or other taxes required by reason of the payment issuance of Parent ADSs to a person other than the registered holder of such Certificate or establish to the satisfaction of Parent that such tax has been paid or is not applicable. Until surrendered as contemplated by this Section 2.022.03(b), each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration into which that the shares of Company Common Stock theretofore represented by such Certificate have been converted holder thereof has the right to receive pursuant to the provisions of this Article II, certain dividends or other distributions in accordance with Section 2.01(c). No interest shall be paid or accrue on any 2.03(c) and cash payable upon surrender in lieu of any Certificate.fractional Parent ADS in accordance with

Exchange Procedures. As soon as reasonably practicable after the Effective Time, Parent shall cause the Exchange Paying Agent shall to mail to each holder of record of a certificate or certificates Share (the "Certificates"other than holders of Excluded Shares) 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 form of letter of transmittal (which shall specify that when delivery of Shares shall be effected, and and, with respect to certificates representing Shares immediately prior to the Effective Time (“Certificates”), that the risk of loss and title to the Certificates shall pass, pass only upon proper delivery of the Certificates to the Exchange Paying Agent and which letter of transmittal shall be in such customary form and have such other provisions as Parent may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the Merger Consideration. Upon surrender Each holder of record of a Certificate for cancelation to Share (other than holders of Excluded Shares) shall, upon the Exchange Agent or to such other agent or agents as may be appointed by Parent, together with such submission of a letter of transmittal, duly executed, and such other documents as may reasonably be required by the Exchange Paying Agent, the holder of such Certificate shall be entitled to receive in exchange therefor the amount of cash, if any, and cash which the number of whole shares of Parent Common Stock, if any, which the aggregate number of shares of Company Common Stock previously represented Shares held by such Certificate holder shall have been converted pursuant to Section 2.01(c) into the right to receivereceive pursuant to Section 3.1(a) of this Agreement, and the any Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of Company Common Stock that Shares which is not registered in the transfer records of the Company, payment of the Merger Consideration may be made to a person other than the person in whose name the Certificate so surrendered is registered, registered if such Certificate shall be properly endorsed or otherwise be in proper form for transfer and the person requesting such payment shall pay any transfer or other taxes Taxes required by reason of the payment of the Merger Consideration to a person other than the registered holder of such Certificate or establish to the reasonable satisfaction of Parent that such tax Tax has been paid or is not applicable. Until surrendered as contemplated by this Section 2.023.2(b), each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration into which the shares holder thereof has the right to receive in respect of Company Common Stock theretofore represented by such Certificate have been converted pursuant to Section 2.01(c)the provisions of this Article III. No interest shall be paid or will accrue on any cash payable upon surrender to holders of any CertificateShares pursuant to the provisions of this Article III.

Exchange Procedures. As soon as reasonably practicable after the Effective Time, the Exchange Agent shall mail to each holder of record of a certificate or certificates (the "“Certificates"”) that that, immediately prior to the Effective Time Time, represented outstanding shares of Company Common Stock Target Shares whose shares were converted into the right to receive Merger Consideration pursuant to Section 2.01(c), 2.1(c) shall surrender such holder’s Certificate for cancellation to the Company (ior to such other agent or agents as may be appointed by Company) together with a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Agent Company and shall be in such form and have such other provisions as Parent Company may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for Merger Consideration. Upon surrender of a Certificate for cancelation to the Exchange Agent or to such other agent or agents as may be appointed by Parent, together with such letter of transmittal), duly executed, and such other documents as may reasonably be required by the Exchange AgentCompany, the holder of such Certificate shall be entitled to receive in exchange therefor the amount holder’s pro rata portion of cashthe Merger Consideration, if anyincluding the Company Shares, and the number of whole shares of Parent Common Stock, if any, into which the aggregate number of shares of Company Common Stock Target Shares previously represented by such Certificate shall have been converted pursuant to Section 2.01(c) into the right to receive2.1(c), and the Certificate so surrendered shall forthwith be canceled. Thereafter, such holder shall be treated as a holder of Company Common Stock for purposes of voting or quorum for any meeting of the stockholders of Company. In the event of a transfer of ownership of Company Common Stock Target Shares that is not registered in the transfer records of the CompanyTarget, 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 Parent Company that such tax has been paid or is not applicable. Until surrendered as contemplated by this Section 2.022.3, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration into which the shares of Company Common Stock Target Shares theretofore represented by such Certificate have been converted pursuant to Section 2.01(c2.1(c). No interest shall be paid or accrue on any cash payable upon surrender of any Certificate.

Exchange Procedures. As soon as reasonably practicable (a) Franklin shall use its best efforts to cause the Exchange Agent, within five business days after the Effective Time, the Exchange Agent shall to mail to each holder of record of a certificate or certificates (the "Certificates") that immediately prior to the Effective Time represented outstanding shares of Company Seller Common Stock whose shares were converted into the right to receive the Merger Consideration pursuant to Section 2.01(c), 2.1: (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates Seller Stock Certificate(s) shall pass, only upon delivery of the Certificates certificate or certificates (the "SELLER STOCK CERTIFICATES") which immediately prior to the Exchange Agent Effective 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 provisions as Parent Franklin or the Exchange Agent may reasonably specify) and (ii) instructions for use in effecting surrendering the surrender of the Certificates Seller Stock Certificate(s) in exchange for the Merger Consideration. Upon Consideration to be paid in consideration therefor upon surrender of a Certificate for cancelation to the Exchange Agent or to such other agent or agents as may be appointed by Parent, together Seller Stock Certificate(s) in accordance with such letter of transmittal, duly 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 the amount of cash, if any, and the number of whole shares of Parent Common Stock, if any, which the aggregate number of shares of Company Common Stock previously represented by such Certificate shall have been converted pursuant to Section 2.01(cthis Article II. (b) into the right to receive, and the Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of Company Common Stock that is not registered in the transfer records If any portion of the Company, payment may Merger Consideration is to be made paid to a person other than the person in whose name the a Seller Stock Certificate so surrendered is registered, if 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 taxes similar Taxes (as defined in Section 3.7(c)) required by reason as a result of the such payment to a person other than the registered holder of such Certificate Seller Stock Certificate, or establish to the reasonable satisfaction of Parent the Exchange Agent that such tax Tax has been paid or is not applicablepayable. Until surrendered as contemplated by this Section 2.02, each Certificate Franklin or the Exchange Agent shall be deemed at entitled to deduct and withhold from the Merger Consideration otherwise payable pursuant to this Agreement to any holder of the Seller Common Stock such amounts as Franklin or the Exchange Agent is required to deduct and withhold under the Code, or any provision of state, local or foreign Tax law, with respect to the making of such payment. To the extent the amounts are so withheld by Franklin or the Exchange Agent, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the holder of shares of the Seller Common Stock in respect of whom such deduction and withholding was made by Franklin or the Exchange Agent. (c) After the Effective Time there shall be no further registration or transfers of shares of the Seller Common Stock. If after the Effective Time, the Seller Stock Certificates are presented to the Surviving Corporation, they shall be cancelled and exchanged for the Merger Consideration in accordance with the procedures set forth in this Article II. (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 to Franklin (subject to abandoned property, escheat or other similar laws) with respect to the Merger Consideration, without any interest thereon. 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 claiming such Seller Stock Certificate(s) to be lost, stolen or destroyed and, if required by Franklin or the Exchange Agent, the posting by such person of a bond in such sum as either of them may reasonably direct as indemnity against any claim that may be made against it or the Surviving Corporation with respect to such Seller Stock Certificate(s), the Exchange Agent will issue the Merger Consideration deliverable in respect of the shares of Seller Common Stock represented by such lost, stolen or destroyed Seller 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 to the Merger Consideration in respect of the shares of the Seller Common Stock represented by such Seller Stock Certificate(s). Until so surrendered, each such Seller Stock Certificate shall represent after the Effective Time, for all purposes, only the right to receive upon such surrender the Merger Consideration into which the shares of Company Common Stock theretofore represented by such Certificate have been converted pursuant to Section 2.01(c). No interest shall be paid or accrue on any cash payable upon surrender of any CertificateConsideration.

Exchange Procedures. As soon as reasonably practicable after the Effective Time, but in no event more than five (5) business days thereafter, the Exchange Surviving Corporation shall cause the Paying Agent shall to mail to each holder of record of a certificate 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)2.01, (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Paying Agent and shall be in such form and have such other provisions as Parent may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for Merger Consideration. Upon surrender of a Certificate for cancelation cancellation to the Exchange Agent or to such other agent or agents as may be appointed by ParentPaying Agent, together with such letter of transmittal, duly executed, and such other documents as may reasonably be required by the Exchange Paying Agent, the holder of such Certificate shall be entitled to receive in exchange therefor the amount of cash, if any, and the number of whole shares of Parent Common Stock, if any, cash into which the aggregate number of shares of Company Common Stock previously theretofore represented by such Certificate shall have been converted pursuant to Section 2.01(c) into the right to receive2.01, and the Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of Company Common Stock that is not registered in the transfer records of the Company, 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 Parent that such tax has been paid or is not applicable. Until surrendered as contemplated by this Section 2.02, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration amount of cash, without interest, into which the shares of Company Common Stock theretofore represented by such Certificate have been converted pursuant to Section 2.01(c)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 lieu thereof an affidavit and indemnity bond in form and substance and with surety reasonably satisfactory to the Surviving Corporation. No interest shall be paid or accrue on any the cash payable upon surrender of any Certificate.

Exchange Procedures. As soon as reasonably practicable after the Effective Time------------------- Time but in no event more than three business days thereafter, Parent shall cause the Exchange Paying Agent shall to mail to each holder of record of a certificate or certificates (the "Certificates") that 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 hereto into the right to receive the Merger Consideration pursuant to Section 2.01(c)Consideration, (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Paying Agent and shall be in such form and have such other provisions as Parent and the Surviving Corporation may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for payment of the Merger Consideration. Upon surrender of a Certificate for cancelation cancellation to the Exchange Agent or to such other agent or agents as may be appointed by ParentPaying Agent, together with such letter of transmittal, duly 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 the amount of cashMerger Consideration (subject to subsection (e), if any, and the number of whole shares of Parent Common Stock, if any, which the aggregate number of shares below) for each share of Company Common Stock previously formerly represented by such Certificate shall have been converted pursuant to Section 2.01(c) into the right to receive, and the Certificate so surrendered shall forthwith be canceledcancelled. In the event of a transfer of ownership of Company Common Stock that is not registered in the transfer records If payment of the Company, payment may 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 is registered, if such Certificate shall be properly endorsed or shall be otherwise be in proper form for transfer and that the person requesting such payment shall pay have paid any transfer or and other taxes required by reason of the payment of the Merger Consideration to a person other than the registered holder of such the Certificate surrendered or establish shall have established to the satisfaction of Parent the Surviving Corporation that such tax either has been paid or is not applicable. Until surrendered as contemplated by this Section 2.022.2, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration into which the shares of Company Common Stock theretofore represented in cash as contemplated by such Certificate have been converted pursuant to this Section 2.01(c). No interest shall be paid or accrue on any cash payable upon surrender of any Certificate2.2.

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

Exchange Procedures. As soon as reasonably practicable after the Effective Time, the Exchange Paying Agent shall mail to each holder all holders of record of a certificate or certificates (the "Certificates") that , which immediately prior to the Effective Time represented outstanding shares of Company Common Stock whose shares and which were converted into the right to receive the Merger Consideration pursuant to Section 2.01(c), (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Paying Agent and shall be in such form and have such other provisions as Parent may reasonably specify) and (ii) instructions for use in effecting the surrender of the surrendering Certificates in exchange for the Merger Consideration. Upon surrender of a Certificate for cancelation cancellation to the Exchange Paying Agent or to such other agent or agents as may be appointed by Parent, together with such letter of transmittal, duly executed, and such other documents as may reasonably be required by the Exchange Paying Agent, each of the holder holders of such Certificate Certificates shall be entitled to receive in exchange therefor the amount of cash, if any, and cash payable in respect of the number of whole shares of Parent Common Stock, if any, which the aggregate number of shares of Company Common Stock previously theretofore represented by such Certificate shall have been converted Certificates pursuant to Section 2.01(c) into the right to receiveprovisions of this Article II, and each of the Certificate Certificates so surrendered shall forthwith be canceled. In the event of a transfer of ownership of Company Common Stock that is not registered in the stock 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, registered if such Certificate shall be has been properly endorsed or otherwise be is in proper form for transfer and the person requesting such payment shall pay pays any transfer taxes or other taxes Taxes required by reason of the payment to a person other than the registered holder of such Certificate or establish establishes to the satisfaction of Parent that such tax has Taxes have been paid or is are not applicable. Until surrendered as contemplated by this Section 2.022.03, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration into which the shares of Company Common Stock theretofore represented by such Certificate have 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 Exchange Agent shall will mail or otherwise make available to each holder of record of a certificate or certificates (the "Certificates") that Certificate which immediately prior to the Effective Time represented outstanding shares of Company Common Stock whose shares were Shares converted into the right to receive the Merger Consideration pursuant to Section 2.01(c), 2.01: (i) a letter of transmittal (which shall will specify that delivery shall will be effected, and risk of loss and title to the Certificates shall will pass, only upon delivery of the Certificates to the Exchange Agent and shall will be in such form and have such other provisions as Parent RECO may reasonably specifyspecify consistent with this Agreement) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the Merger Consideration. Upon surrender of a Certificate for cancelation cancellation to the Exchange Agent or to such other agent or agents as may be appointed by ParentAgent, together with such letter of transmittal, duly executed, and such other documents as may reasonably be required by the Exchange Agent, the holder of such Certificate shall will be entitled to receive in exchange therefor the amount of Merger Consideration and cash, if any, and the number of whole shares of Parent Common Stock, if any, which the aggregate number of shares of Company Common Stock previously represented by such Certificate shall have been converted pursuant to Section 2.01(c) into holder has the right to receivereceive pursuant to the provisions of Sections 2.02(c) and (e), and the Certificate so surrendered shall will forthwith be canceled. In the event of a transfer of ownership of Company Common Stock that Shares which is not registered in the transfer records of the Company, payment the Merger Consideration may be made issued or paid to a person Person other than the person Person in whose name the Certificate so surrendered is registered, registered if such Certificate shall be is properly endorsed or otherwise be in proper form for transfer and the person Person requesting such issuance or payment shall pay pays any transfer or other taxes required by reason of the issuance or payment of the Merger Consideration to a person Person other than the registered holder of such Certificate or establish establishes to the satisfaction of Parent RECO that such tax has been paid or is not applicable. Until surrendered as contemplated by this Section 2.02, each Certificate shall will be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration into which the shares holder thereof has the right to receive in respect of Company Common Stock theretofore represented by such Certificate have been converted in the Merger and cash, if any, pursuant to the provisions of Section 2.01(c2.02(c) and (e). No interest shall will be paid or will accrue on any cash payable upon surrender to holders of Certificates pursuant to the provisions of this Article II, but all payments of cash, if any, which holders have the right to receive pursuant to the provisions of this Article II will be made in immediately available funds. Certificates surrendered for exchange by any Certificateperson who is an "affiliate" of the Company for purposes of Rule 145, as such rule may be amended from time to time, under the Securities Act, will not be exchanged until RECO has received an agreement substantially in the form of Schedule 5.08(a) from such person.

Exchange Procedures. As soon promptly as reasonably practicable after the Effective Time, but in no event more than 10 days thereafter, Parent shall cause the Exchange Paying Agent shall to mail to each holder of record of a certificate or certificates (the "Certificates") that that, immediately prior to the Effective Time Time, represented outstanding shares of Company Common Stock (the “Certificates”) whose shares were converted pursuant to Section 2.1(c) into the right to receive the Merger Consideration pursuant to Section 2.01(c), Consideration: (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Paying Agent and shall be in such form and have such other provisions as Parent and the Surviving Corporation may reasonably specify) and ); and (ii) instructions for use in effecting the surrender of the Certificates in exchange for payment of the Merger Consideration. Upon surrender of a Certificate for cancelation cancellation to the Exchange Agent or to such other agent or agents as may be appointed by ParentPaying Agent, together with such letter of transmittal, duly executed, and such other documents as may reasonably be required executed by the Exchange Agentholder of such Certificate, the holder of such Certificate shall be entitled to receive in exchange therefor the amount of cash, if any, Merger Consideration (subject to Section 2.2(d) and Section 2.2(e)) multiplied by the number of whole shares of Parent Common Stock, if any, which the aggregate number of shares of Company Common Stock previously formerly represented by such Certificate shall have been converted pursuant to Section 2.01(c) into the right to receive, and the Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of Company Common Stock that is not registered in the transfer records If payment of the Company, payment may Merger Consideration is to be made to an individual, corporation, limited liability company, or other entity (a person “Person”) other than the person Person in whose name the surrendered Certificate is registered, it shall be a condition of payment that the Certificate so surrendered is registered, if such Certificate shall be properly endorsed or shall be otherwise be in proper form for transfer and that the person Person requesting such payment shall pay have paid any transfer or and other taxes required by reason of the payment of the Merger Consideration to a person Person other than the registered holder of such the Certificate surrendered or establish shall have established to the satisfaction of Parent the Surviving Corporation that such tax either has been paid or is not applicable. Until surrendered as contemplated by this Section 2.022.2(b), each Certificate held by a holder whose Shares were converted pursuant to Section 2.1(c) into the right to receive the Merger Consideration shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration into which the shares of Company Common Stock theretofore represented in cash as contemplated by such Certificate have been converted pursuant to this Section 2.01(c). No interest shall be paid or accrue on any cash payable upon surrender of any Certificate2.2.

Exchange Procedures. As soon as reasonably practicable after the Effective Time, the Surviving Corporation shall cause the Exchange Agent shall to mail to each holder of record of a certificate or certificates (the "Certificates") that which immediately prior to the Effective Time represented outstanding shares of Company Common Stock (the "Certificates") whose shares were are converted pursuant to Section 2.01(c) into the right to receive the Merger Consideration pursuant to Section 2.01(c), (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Agent and shall be in such form and have such other provisions as Parent the Surviving Corporation may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the Merger Consideration. Upon surrender of a Certificate for cancelation cancellation to the Exchange Agent or to such other agent or agents as may be appointed by ParentAgent, together with such letter of transmittal, transmittal duly executed, executed and such other documents as may reasonably be required by the Exchange Agentcompleted in accordance with its terms, the holder of such Certificate shall be entitled to receive in exchange therefor the amount portion of cash, if any, and the number of whole shares of Parent Common Stock, if any, Merger Consideration which the aggregate number of shares of Company Common Stock previously represented by such Certificate shall have been converted pursuant to Section 2.01(c) into holder has the right to receivereceive pursuant to the provisions of this Article II, and the Certificate so surrendered shall forthwith be canceled. In no event shall the holder of any Certificate be entitled to receive interest on any portion of the Merger Consideration to be received in the Merger. In the event of a transfer of ownership of Company Common Stock that which is not registered in the transfer records of the Company, payment the portion of the Merger Consideration which is payable with respect to such shares of Company Common Stock may be made paid to a person other than the person in whose name transferee if the Certificate so surrendered representing such Company Common Stock is registered, if presented to the Exchange Agent accompanied by all documents required to evidence and effect such Certificate shall be properly endorsed or otherwise be in proper form for transfer and the person requesting such payment shall pay by evidence that any applicable stock transfer or other taxes required by reason of the payment to a person other than the registered holder of such Certificate or establish to the satisfaction of Parent that such tax has have been paid or is not applicablepaid. Until surrendered as contemplated by this Section 2.022.02(b), each Certificate shall be deemed at any time after the Effective Time for all corporate purposes of the Company to represent only the right to receive upon such surrender that portion of the Merger Consideration into which the shares of Company Common Stock theretofore represented by such Certificate have been converted payable in connection therewith pursuant to Section 2.01(c). No interest shall be paid or accrue on any cash payable upon surrender of any Certificatethe Merger.

Exchange Procedures. As soon as reasonably practicable after the Effective Time, Parent shall cause the Exchange Paying Agent shall to mail to each holder of record of a certificate or certificates (the "Certificates") that which immediately prior to the Effective Time represented outstanding shares of Company Common Stock Shares (the "CERTIFICATES") whose shares Shares were converted into the right to receive the Merger Consideration pursuant to Section 2.01(c)the terms of the Articles of Merger, (i) a letter of transmittal (which shall specify that delivery shall be effectedeffective, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Paying Agent and shall be in such form and have such other provisions not inconsistent with this Agreement as Parent may reasonably specify) and (ii) instructions for use in effecting the surrender of surrendering the Certificates in exchange for payment of the Merger Consideration. Upon surrender of a Certificate for cancelation cancellation to the Exchange Agent or to such other agent or agents as may be appointed by ParentPaying Agent, together with such letter of transmittal, duly executed, and such other documents as may reasonably be required by the Exchange Paying Agent, Parent shall cause the Paying Agent to pay to the holder of such Certificate shall be entitled to receive in exchange therefor the amount of cash, if any, and the number of whole shares of Parent Common Stock, if any, which the aggregate number of shares of Company Common Stock previously represented by such Certificate shall have been converted pursuant to Section 2.01(c) into the right to receiveMerger Consideration, and the Certificate so surrendered shall forthwith be canceledcancelled. In the event of a transfer surrender of ownership of Company Common Stock that is a Certificate representing Shares which are not registered in the transfer records of the CompanyCompany 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, 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 Taxes (as hereinafter defined) required by reason of the payment to a person other than the registered holder of such Certificate or establish to the satisfaction of Parent the Paying Agent that such tax Tax has been paid or is not applicable. Until surrendered as contemplated by this Section 2.023.2, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration into which the shares holder thereof has the right to receive in respect of Company Common Stock theretofore represented by such Certificate have been converted pursuant to Section 2.01(c)the provisions of this Article III. No interest shall be paid or will accrue on any cash the Merger Consideration payable upon surrender to holders of any CertificateCertificates pursuant to the provisions of this Article III.

Exchange Procedures. As soon as reasonably practicable after the Effective Time, the Exchange Agent shall mail to each holder of record of a certificate or certificates (the "Certificates") that 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 2.01(c2.1(b), (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Agent and shall be in such form and have such other provisions as Parent the Company and Acquiror may reasonably specify) and (ii) instructions for use in effecting the surrender of surrendering the Certificates in exchange for the Merger Consideration. Upon surrender of a Certificate for cancelation cancellation to the Exchange Agent or to such other agent or agents as may be appointed by ParentAgent, together with such letter of transmittal, duly 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 the amount of cash, if any, and the a certificate representing that number of whole shares of Parent Acquiror Common StockStock which such holder has the right to receive pursuant to the provisions of this Article 2, certain dividends or other distributions, if any, which the aggregate number in accordance with Section 2.2(c) and cash in lieu of shares any fractional share of Company Acquiror Common Stock previously represented by such Certificate shall have been converted pursuant to in accordance with Section 2.01(c) into the right to receive2.2(e), and the Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of Company Common Stock that which is not registered in the transfer records of the Company, payment a certificate representing the proper number of shares of Company Common Stock may be made issued to a person other than the person in whose name the Certificate so surrendered is registered, registered if such Certificate shall be is properly endorsed or otherwise be in proper form for transfer and the person requesting such payment shall pay issuance pays any transfer or other taxes required by reason of the payment issuance of shares of Acquiror Common Stock to a person other than the registered holder of such Certificate or establish establishes to the satisfaction of Parent Acquiror that such tax has been paid or is not applicable. Until surrendered as contemplated by this Section 2.022.2, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration into which that the shares holder thereof has the right to receive in respect of Company such Certificate pursuant to the provisions of this Article 2, certain dividends or other distributions, if any, in accordance with Section 2.2(c) and cash in lieu of any fractional share of Acquiror Common Stock theretofore represented by such Certificate have been converted pursuant to in accordance with Section 2.01(c2.2(e). No interest shall be paid or will accrue on any cash payable upon surrender to holders of any CertificateCertificates pursuant to the provisions of this Article 2.

Exchange Procedures. As soon as reasonably practicable after the Effective Time, the Exchange Agent shall mail to each holder of record of a certificate or certificates (the "CertificatesCERTIFICATES") that which immediately prior to the Effective Time represented outstanding shares of Company Common Stock whose Stock, other than shares were converted into the right to receive Merger Consideration pursuant to be canceled or retired in accordance with Section 2.01(c2.8(b), (i) a letter Letter of transmittal Transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Agent and shall be in such form and have such other provisions as Parent may reasonably specifyAgent) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the Merger Consideration. Upon surrender of a Certificate for cancelation cancellation to the Exchange Agent or to such other agent or agents as may be appointed by ParentAgent, together with such letter Letter of transmittalTransmittal, duly executed, and such other documents as may reasonably be required by the Exchange Agent, the Exchange Agent shall pay the holder of such Certificate shall be entitled to receive the Merger Consideration in exchange therefor the amount respect of cash, if any, and the number of whole shares of Parent Common Stock, if any, which the aggregate number of shares of Company Common Stock previously represented by such Certificate shall have been converted pursuant to Section 2.01(c) into the right to receiveCertificate, and the Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of Company Common Stock that is not registered in the transfer records If any portion of the Company, payment may Merger Consideration is to be made paid to a person Person other than the person in whose name registered holder of the shares represented by the Certificate or Certificates surrendered in exchange therefor, it shall be a condition to such payment that the Certificate or Certificates so surrendered is registered, if such Certificate shall be properly endorsed or otherwise be in proper form for transfer and that the person Person requesting such payment shall pay to the Exchange Agent any transfer or other taxes required by reason as a result of the such payment to a person Person other than the registered holder of such Certificate shares or establish to the satisfaction of Parent the Exchange Agent that such tax has been paid or is not applicablepayable. Until surrendered as contemplated by this Section 2.022.9, 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 at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration into which the shares of Company Common Stock theretofore represented by upon such Certificate have been converted pursuant to Section 2.01(c). No interest shall be paid or accrue on any cash payable upon surrender of any Certificatesurrender.

Exchange Procedures. As soon as reasonably practicable after the Effective Time, Parent shall cause the Exchange Paying Agent shall to mail to each holder of record of a certificate or certificates (the "Certificates") that immediately prior to the Effective Time represented outstanding Certificate whose shares of Company Common Stock whose shares were converted into the right to receive the Merger Consideration pursuant to Section 2.01(c), (i) a form of letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates held by such person shall pass, only upon proper delivery of the Certificates to the Exchange Paying Agent and which shall be in such customary form and have such other provisions as Parent may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the Merger Consideration. Upon surrender Each holder of record of a Certificate for cancelation shall, upon surrender to the Exchange Paying Agent or to of such other agent or agents as may be appointed by ParentCertificate, together with such letter of transmittal, duly completed and validly executed, and such other documents as may reasonably be required by the Exchange Paying Agent, the holder of such Certificate shall be entitled to receive in exchange therefor the amount of cash, if any, and the number of whole shares of Parent Common Stock, if any, cash which the aggregate number of shares of Company Common Stock previously represented by such Certificate shall have been converted pursuant to Section 2.01(c) into the right to receivereceive pursuant to Section 3.01(c), and the Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of Company Common Stock that is not registered in the 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 registeredregistered if, if upon presentation to the Paying Agent, such Certificate shall be is properly endorsed or otherwise be in proper form for transfer and the person requesting such payment shall pay pays 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 or establish establishes to the reasonable satisfaction of Parent that such tax has taxes have been paid or is are not applicable. Until surrendered as contemplated by this Section 2.023.02(b), each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration into which the shares holder thereof has the right to receive in respect of Company Common Stock theretofore represented by such Certificate have been converted pursuant to Section 2.01(c)this Article III. No interest shall be paid or will accrue on any cash payable upon surrender to holders of any CertificateCertificates pursuant to the provisions of this Article III.

Exchange Procedures. As soon as reasonably practicable after the Effective Time, the Exchange Agent shall mail to each holder of record of a certificate or certificates (the "Certificates") that immediately prior to the Effective Time represented outstanding shares of Company FPL Common Stock or Entergy Common Stock (the "Certificates") whose shares were converted into the right to receive Merger Consideration shares of Company Common Stock pursuant to Section 2.01(c2.01 (the "Merger Consideration"), (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Agent and shall be in such form and have such other provisions as Parent FPL and Entergy may reasonably specify) and (ii) instructions for use in effecting the surrender of surrendering the Certificates in exchange for the Merger Consideration. Upon surrender of a Certificate for cancelation to the Exchange Agent or to such other agent or agents as may be appointed by ParentAgent, together with such letter of transmittal, duly 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 the amount of cash, if any, and the a certificate representing that number of whole shares of Parent Company Common StockStock that such holder has the right to receive pursuant to the provisions of this Article II, if any, which the aggregate number certain dividends or other distributions in accordance with Section 2.02(c) and cash in lieu of shares any fractional share of Company Common Stock previously represented by such Certificate shall have been converted pursuant to in accordance with Section 2.01(c) into the right to receive2.02(e), and the Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of Company FPL Common Stock or Entergy Common Stock that is not registered in the transfer records of FPL or Entergy, as the Companycase may be, payment a certificate representing the proper number of shares of Company Common Stock may be made issued to a person other than the person in whose name the Certificate so surrendered is registered, registered if such Certificate shall be properly endorsed or otherwise be in proper form for transfer and the person requesting such payment issuance shall pay any transfer or other taxes required by reason of the payment issuance of shares of Company Common Stock to a person other than the registered holder of such Certificate or establish to the satisfaction of Parent the Company that such tax has been paid or is not applicable. Until surrendered as contemplated by this Section 2.02, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration into Consideration, which the shares holder thereof has the right to receive in respect of Company such Certificate pursuant to the provisions of this Article II, certain dividends or other distributions in accordance with Section 2.02(c) and cash in lieu of any fractional share of FPL Common Stock theretofore represented by such Certificate have been converted pursuant to or Entergy Common Stock, as the case may be, in accordance with Section 2.01(c2.02(e). No interest shall be paid or will accrue on the Merger Consideration or any cash payable upon surrender to holders of any CertificateCertificates pursuant to the provisions of this Article II.

Exchange Procedures. As soon as reasonably practicable after the Effective Time, but in any event within five (5) Business Days thereafter, COLA will instruct the Exchange Agent shall to mail to each holder of record of a certificate or certificates (the "Certificates") that which immediately prior to the Effective Time represented evidenced outstanding shares of Company Common Stock whose shares were converted into Public Shares (the right to receive Merger Consideration pursuant to Section 2.01(c"Certificates"), (ia) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Exchange Agent and shall be in such form and have such other provisions as Parent COLA may reasonably specify) and (iib) instructions for use in effecting the surrender of the Certificates in exchange for the Merger Consideration. Upon surrender of a Certificate for cancelation cancellation to the Exchange Agent or to such other agent or agents as may be appointed by ParentCOLA, together with such a letter of transmittal, duly executed, and such other customary documents as may reasonably be required by pursuant to such instructions (collectively, the Exchange Agent"Transmittal Documents"), the holder of such Certificate shall be entitled to receive in exchange therefor the amount Merger Consideration for each share of cash, if any, and the number of whole shares of Parent Common Stock, if any, which the aggregate number of shares of Company Common Stock previously formerly represented by such Certificate shall have been converted pursuant to Section 2.01(c) into the right to receiveCertificate, without any interest thereon, less any required withholding of taxes, and the Certificate so surrendered shall forthwith thereupon be canceled. In the event of a transfer of ownership of Company Common Stock that Public Shares which is not registered in the transfer records of the Company, payment the Merger Consideration may be made issued and paid in accordance with this Article II to a person other than the person in whose name transferee of such shares if the Certificate so surrendered evidencing such shares of Common Stock is registered, if such Certificate shall be presented to the Exchange Agent and is properly endorsed or otherwise be in proper form for transfer transfer. The signature on the Certificate or any related stock power must be properly guaranteed and the person requesting such payment shall of the Merger Consideration must either pay any transfer or other taxes required by reason of the payment to a person other than the registered holder of such the Certificate so surrendered or establish to the Surviving Corporation's satisfaction of Parent that such tax has been paid or is not applicable. The Merger Consideration will be delivered by the Exchange Agent as promptly as practicable following surrender of a Certificate and the related Transmittal Documents. Cash payments may be made by check unless otherwise required by a depositary institution in connection with the book-entry delivery of securities. No interest will be payable on such Merger Consideration. Until surrendered as contemplated by in accordance with this Section 2.02Article 2.2.2, each Certificate shall be deemed at any time after the Effective Time to represent evidence only the right to receive receive, upon such surrender surrender, the Merger Consideration into which the shares of Company Common Stock theretofore for each Public Share formerly represented by such Certificate have been converted pursuant to Section 2.01(c)Certificate. No interest The Exchange Fund shall not be used for any purpose other than as set forth in this Article II. Any interest, dividends or other income earned on the investment of cash held in the Exchange Fund shall be paid or accrue on any cash payable upon surrender for the account of any Certificatethe Surviving Corporation.

Exchange Procedures. As soon as reasonably practicable after the Effective Time, the Exchange Agent shall mail to each holder of record of a an outstanding certificate or certificates (the "Certificates") that immediately which prior thereto represented CTPI Shares shall, upon surrender to the Effective Time represented outstanding 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 Company Surviving Corporation Common Stock whose shares were 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 have been converted into the right to receive Merger Consideration pursuant to Section 2.01(c), 1.9 of this Agreement (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title with respect to the Certificates Surviving Corporation Common Stock as provided in Section 1.10(f) below). The Paying Agent shall pass, only accept such certificates upon delivery of the Certificates to the Exchange Agent and shall be in such form and have such other provisions as Parent may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for Merger Consideration. Upon surrender of a Certificate for cancelation to the Exchange Agent or to such other agent or agents as may be appointed by Parent, together compliance with such letter of transmittal, duly executed, reasonable terms and such other documents conditions as the Paying Agent may reasonably impose to effect an orderly exchange thereof in accordance with its normal exchange practices. If the Merger Consideration (or any portion thereof) is to be required by the Exchange Agent, the holder of such Certificate shall be entitled delivered to receive in exchange therefor the amount of cash, if any, and the number of whole shares of Parent Common Stock, if any, which the aggregate number of shares of Company Common Stock previously represented by such Certificate shall have been converted pursuant to Section 2.01(c) into the right to receive, and the Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of Company Common Stock that is not registered in the transfer records of the Company, payment may be made to a any person other than the person in whose name the Certificate so certificate or certificates representing CTPI Shares surrendered in exchange therefor is registered, if it shall be a condition to such Certificate exchange that the certificate or certificates so surrendered shall be properly endorsed or otherwise be in proper form for transfer and that the person requesting such payment exchange shall pay to the Paying Agent any transfer or other taxes required by reason of the payment of such consideration to a person other than the registered holder of such Certificate the certificate(s) surrendered, or shall establish to the satisfaction of Parent 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 CTPI 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 as hereinabove provided. Until surrendered as contemplated by this Section 2.021.10(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 at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration into which the shares of Company Common Stock theretofore represented Consideration, without any interest thereon, as contemplated by such Certificate have been converted pursuant to Section 2.01(c). No interest shall be paid or accrue on any cash payable upon surrender of any Certificate1.9.

Exchange Procedures. As soon as reasonably practicable after the Effective Time, the Exchange Agent shall mail to each holder of record of a certificate or certificates (the "Certificates") that immediately prior to the Effective Time represented outstanding shares of Company Common Stock an ASARCO Certificate whose shares were converted into the right to receive ASARCO Merger Consideration pursuant to Section 2.01(c3.1(b), (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the ASARCO Certificates shall pass, only upon delivery of the ASARCO Certificates to the Exchange Agent and shall be in such form and have such other provisions as ASARCO and Parent may reasonably specify) ), and (ii) instructions for use in effecting the surrender of the ASARCO Certificates in exchange for the ASARCO Merger Consideration. Upon surrender of a an ASARCO Certificate for cancelation cancellation to the Exchange Agent or to such other agent or agents as may be appointed by ParentAgent, together with such letter of transmittal, duly executed, and such other documents as may reasonably be required by the Exchange Agent, the holder of such ASARCO Certificate shall be entitled to receive in exchange therefor (i) a check in the amount of equal to the cash, if any, which such holder has the right to receive pursuant to the provisions of this Article III and the (ii) a Parent Certificate representing that number of whole shares of Parent Common Stock, if any, which the aggregate number of shares of Company Common Stock previously represented by such Certificate shall have been converted pursuant to Section 2.01(c) into holder has the right to receivereceive pursuant to the provisions of this Article III, certain dividends or other distributions in accordance with Section 3.2(c) and the cash in lieu of any fractional share in accordance with Section 3.2(e). The ASARCO Certificate so surrendered shall forthwith be canceledcancelled. In the event of a transfer of ownership of Company ASARCO Common Stock that is not registered in the transfer records of ASARCO, the Company, payment applicable ASARCO Merger Consideration may be made issued or paid to a person other than the person in whose name the ASARCO Certificate so surrendered is registered, registered if such ASARCO Certificate shall be properly endorsed or otherwise be in proper form for transfer transfer, and the person requesting such payment issuance shall pay any all transfer or other taxes non-income Taxes required by reason of the payment issuance of ASARCO Merger Consideration to a person other than the registered holder of such ASARCO Certificate or establish to the satisfaction of Parent that such tax Tax has been paid or is not applicable. Until surrendered as contemplated by this Section 2.023.2, each ASARCO Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the applicable ASARCO Merger Consideration into which the shares of Company ASARCO Common Stock theretofore formerly represented by such ASARCO Certificate have been converted pursuant to converted, certain dividends or other distributions in accordance with Section 2.01(c3.2(c) and cash in lieu of any fractional share in accordance with Section 3.2(e). No interest shall will be paid or will accrue on any cash payable upon surrender to holders of any CertificateASARCO Certificates pursuant to the provisions of this Article III.

Exchange Procedures. As soon as reasonably practicable after the Effective Time, the Exchange Agent shall will mail to each holder of record of a certificate or certificates (the "Certificates") that Certificate which immediately prior to the Effective Time represented outstanding shares of Company Common Stock Shares whose shares Shares were converted into the right to receive the Merger Consideration pursuant to Section 2.01(c), 3.01 (i) a letter of transmittal (which shall will specify that delivery shall will be effected, and risk of loss and title to the Certificates shall will pass, only upon delivery of the Certificates to the Exchange Agent and shall will be in such form and have such other provisions as Parent may reasonably specifyspecify consistent with this Agreement) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the Merger Consideration. Upon surrender of a Certificate for cancelation cancellation to the Exchange Agent or to such other agent or agents as may be appointed by Parent, together with such letter of transmittal, duly executed, and such other documents as may reasonably be required by the Exchange Agent, the holder of such Certificate shall will be entitled to receive in exchange therefor the amount of cash, if any, and the a certificate representing that number of whole shares of Parent Common StockStock and cash, if any, which the aggregate number of shares of Company Common Stock previously represented by such Certificate shall have been converted pursuant to Section 2.01(c) into holder has the right to receivereceive pursuant to the provisions of this Article III, and the Certificate so surrendered shall will forthwith be canceledcancelled. In the event of a transfer of ownership of Company Common Stock that is Shares which are not registered in the transfer records of the Company, payment a certificate representing the proper number of shares of Parent Common Stock may be made issued to a person Person other than the person Person in whose name the Certificate so surrendered is registered, registered if such Certificate shall be is properly endorsed or otherwise be in proper form for transfer and the person Person requesting such payment shall pay issuance pays any transfer or other taxes required by reason of the payment issuance of shares of Parent Common Stock to a person Person other than the registered holder of such Certificate or establish establishes to the satisfaction of Parent that such tax has been paid or is not applicable. Until surrendered as contemplated by this Section 2.023.02, each Certificate shall will be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration into and cash, if any, which the shares holder thereof has the right to receive in respect of Company Common Stock theretofore represented by such Certificate have been converted pursuant to Section 2.01(c)the provisions of this Article III. No interest shall will be paid or will accrue on any cash payable upon surrender to holders of any CertificateCertificates pursuant to the provisions of this Article III.

Exchange Procedures. As soon as reasonably practicable possible after the Effective TimeTime (but in any event within three Business Days), the Company and the Surviving Company shall cause the Exchange Agent shall to mail to each holder of record of a certificate or certificates (the "Certificates") each Stock Certificate that immediately prior to the Effective Time represented evidenced outstanding shares of Company Juniper Common Stock whose shares were converted into the right to receive Merger Consideration pursuant to Section 2.01(c), 3.1: (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates Stock Certificate shall passpass to the Exchange Agent, only upon delivery of the Certificates Stock Certificate to the Exchange Agent Agent, and which letter shall be in such form and have such other provisions as Parent the Company may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates Stock Certificate in exchange for the Merger ConsiderationConsideration to which the holder thereof is entitled. Upon surrender of a Stock Certificate for cancelation cancellation to the Exchange Agent or to such other agent or agents reasonably satisfactory to Juniper as may be appointed by Parentthe Company, together with such letter of transmittal, duly executedexecuted and completed in accordance with the instructions thereto, and such other documents as may reasonably be required by the Exchange Agent, the holder of such Stock Certificate shall be entitled to receive in exchange therefor the amount Merger Consideration payable in respect of cash, if any, and the number of whole shares of Parent Common Stock, if any, which the aggregate number of shares of Company Juniper Common Stock previously represented by such Stock Certificate shall have been converted pursuant to Section 2.01(c) into the right to receiveprovisions of this Article III, and the Stock Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of Company one or more shares of Juniper Common Stock that is are not registered in the stock transfer records of the CompanyJuniper, payment may be made to a person other than the person in whose name the Stock Certificate so surrendered is registered, if such Stock 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 Stock Certificate or establish to the satisfaction of Parent the Company that such tax has been paid or is not applicable. Until surrendered as contemplated by this Section 2.023.2, each Stock Certificate shall be deemed at any time after the Effective Time to represent evidence only the right to receive receive, upon such surrender surrender, the Merger Consideration into which the shares of Company Common Stock theretofore represented as contemplated by such Certificate have been converted pursuant to this Section 2.01(c). No interest shall be paid or accrue on any cash payable upon surrender of any Certificate3.2.

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

Exchange Procedures. As soon as reasonably practicable after the Effective Time, the Exchange Agent shall mail to each holder of record of a certificate or certificates (the "Certificates") that 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 2.01(c)2.1, (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Agent and shall be in such form and have such other provisions as the Company and Parent may reasonably specify) and (ii) instructions for use in effecting the surrender of surrendering the Certificates in exchange for the Merger ConsiderationConsideration or shares of Parent New Preferred Stock, as applicable. Upon surrender of a Certificate for cancelation cancellation to the Exchange Agent or to such other agent or agents as may be appointed by ParentAgent, together with such letter of transmittal, duly 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 the amount of cash, if any, and the a certificate representing that number of whole shares of Parent Common Stock, if any, Stock or Parent New Preferred Stock which the aggregate number of shares of Company Common Stock previously represented by such Certificate shall have been converted pursuant to Section 2.01(c) into holder has the right to receivereceive pursuant to the provisions of this Article II, 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), and the Certificate so surrendered shall forthwith be canceledcancelled. In the event of a transfer surrender of ownership a Certificate representing shares of Company Common Stock that is or Company Preferred Stock which are not registered in the transfer records of the CompanyCompany under the name of the person surrendering such Certificate, payment a certificate representing the proper number of shares of Parent Common Stock or Parent New Preferred Stock may be made issued to a person other than the person in whose name the Certificate so surrendered is registered, registered if such Certificate shall be properly endorsed or otherwise be in proper form for transfer and the person requesting such payment issuance shall pay any transfer or other taxes required by reason of the payment 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 is not applicable. Until surrendered as contemplated by this Section 2.022.2, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration into or shares of Parent New Preferred Stock, as applicable, which the shares holder thereof has the right to receive in respect of Company such Certificate pursuant to the provisions of this Article II, certain dividends or other distributions in accordance with Section 2.2(c) and cash in lieu of any fractional share of Parent Common Stock theretofore represented by such Certificate have been converted pursuant to in accordance with Section 2.01(c2.2(e). No interest shall be paid or will accrue on any cash payable upon surrender to holders of any CertificateCertificates pursuant to the provisions of this Article II.

Exchange Procedures. As soon as reasonably practicable after the Effective Time, but no later than two days thereafter, the Exchange Agent shall mail to each holder of record of a certificate or certificates (the "Certificates") that immediately prior to the Effective Time represented outstanding shares of Company Common Stock Certificate whose shares were converted into the right to receive Merger Consideration pursuant to Section 2.01(c)2.1 of this Agreement, (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Agent and shall be in such form and have such other provisions as Parent and the Company may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the Merger Consideration. Upon surrender of a Certificate for cancelation cancellation to the Exchange Agent or to such other agent or agents as may be appointed by ParentAgent, together with such letter of transmittal, duly 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 the amount of cash, if any, and the a Parent certificate representing that number of whole shares of Parent Common Stock, if any, which the aggregate number of shares of Company Common Stock previously represented by issuable to such Certificate shall have been converted holder pursuant to the Merger, certain dividends or other distributions in accordance with Section 2.01(c2.2(c) into and cash in lieu of any fractional share in accordance with Section 2.2(e) that such holder has the right to receivereceive pursuant to the provisions of this Article II, and the Certificate so surrendered shall forthwith be canceledcancelled. Any other cash distributions made in accordance with Section 2.2(c) and 2.2(e) shall be paid by check or wire transfer. In the event of a transfer of ownership of Company Common Stock that is not registered in the transfer records of the Company, payment a certificate representing the proper number of shares of Parent Common Stock may be made issued to a person Person other than the person Person in whose name the Certificate so surrendered is registered, registered if such Certificate shall be properly endorsed or otherwise be in proper form for transfer and the person Person requesting such payment issuance shall pay any transfer or other non-income taxes required by reason of the payment issuance of shares of Parent Common Stock to a person Person other than the registered holder of such Certificate or establish to the satisfaction of Parent that such tax has been paid or is not applicable. Until surrendered as contemplated by this Section 2.022.2, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration into which that the shares of Company Common Stock theretofore represented by such Certificate have been converted holder thereof has the right to receive pursuant to the provisions of this Article II, and, if applicable, certain dividends or other distributions in accordance with Section 2.01(c2.2(c). No interest shall will be paid or will accrue on any cash payable upon surrender to holders of any CertificateCertificates pursuant to the provisions of this Article II.

Exchange Procedures. As soon as reasonably practicable after the Effective Time, the Exchange Paying Agent shall mail to each holder of record of a certificate or certificates (the "Certificates") that certificates, which immediately prior to the Effective Time represented outstanding shares of Company Common Stock Cash Merger Shares (the "Certificates"), whose shares Shares were converted pursuant to Section 2.1 into the right to receive the Cash Merger Consideration pursuant to Section 2.01(c), (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Paying Agent and shall be in such form and have such other provisions as Parent Mergerco and the Company may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for payment of the Cash Merger Consideration. Upon surrender of a Certificate for cancelation cancellation to the Exchange Paying Agent or to such other agent or agents as may be appointed by ParentMergerco, together with such letter of transmittal, duly 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 the amount of cash, if any, and the number of whole shares of Parent Common Stock, if any, which the aggregate number of shares of Company Common Stock previously Cash Merger Consideration for each Share formerly represented by such Certificate shall have been converted pursuant to Section 2.01(c) into the right to receive, and the Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of Company Common Stock that is not registered in the transfer records If payment of the Company, payment may Cash 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 is registered, if such Certificate shall be properly endorsed or shall be otherwise be in proper form for transfer and that the person requesting such payment shall pay have paid any transfer or and other taxes required by reason of the payment of the Cash Merger Consideration to a person other than the registered holder of such the Certificate surrendered or establish shall have established to the satisfaction of Parent the Surviving Corporation that such tax either has been paid or is not applicable. Until surrendered as contemplated by this Section 2.022.2, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Cash Merger Consideration into which the shares of Company Common Stock theretofore represented in cash as contemplated by such Certificate have been converted pursuant to this Section 2.01(c). No interest shall be paid or accrue on any cash payable upon surrender of any Certificate2.2.

Exchange Procedures. As soon as reasonably practicable after the Effective Time, Parent shall cause the Exchange Agent shall to mail to each holder of record of a certificate or certificates (the "Certificates") that which immediately prior to the Effective Time represented outstanding shares of Company Common Stock whose Stock, other than shares were converted into the right to receive Merger Consideration pursuant to be canceled in accordance with Section 2.01(c2.8(b), (i) a letter Letter of transmittal Transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Agent and shall be in such form and have such other provisions as Parent may reasonably specifyAgent) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the Merger Consideration. Upon surrender of a Certificate for cancelation cancellation to the Exchange Agent or to such other agent or agents as may be appointed by ParentAgent, together with such letter Letter of transmittalTransmittal, duly executed, and such other documents as may reasonably be required by the Exchange Agent, the Exchange Agent shall pay the holder of such Certificate shall be entitled to receive the Merger Consideration in exchange therefor the amount respect of cashsuch Certificate, if any, and the number of whole shares of Parent Common Stock, if any, which the aggregate number of shares of Company Common Stock previously represented by such Certificate shall have been converted pursuant to Section 2.01(c) into the right to receiveless any required withholding taxes, and the Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of Company Common Stock that is not registered in the transfer records If any portion of the Company, payment may Merger Consideration is to be made paid to a person Person other than the person in whose name registered holder of the shares represented by the Certificate or Certificates surrendered in exchange therefor, it shall be a condition to such payment that the Certificate or Certificates so surrendered is registered, if such Certificate shall be properly endorsed or otherwise be in proper form for transfer and that the person Person requesting such payment shall pay to the Exchange Agent any transfer or other taxes required by reason as a result of the such payment to a person Person other than the registered holder of such Certificate shares or establish to the satisfaction of Parent the Exchange Agent that such tax has been paid or is not applicablepayable. Until surrendered as contemplated by this Section 2.022.9, each Certificate (other than Certificates representing Dissenting Shares (as defined below) or shares of Company Common Stock to be canceled pursuant to Section 2.8(b)) shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration into which the shares of Company Common Stock theretofore represented by upon such Certificate have been converted pursuant to Section 2.01(c). No interest shall be paid or accrue on any cash payable upon surrender of any Certificatesurrender.

Exchange Procedures. As soon as reasonably practicable after the Effective Time, Parent shall cause the Exchange Paying Agent shall to mail to each holder of record of a certificate or certificates (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), Certificate (i) a form of letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Exchange Paying Agent and which shall be in such customary form and have such other provisions as Parent may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the Merger Consideration. Upon surrender Each holder of record of a Certificate for cancelation shall, upon surrender to the Exchange Paying Agent or to of such other agent or agents as may be appointed by ParentCertificate, together with such letter of transmittal, duly executed, and such other documents as may reasonably be required by the Exchange Paying Agent, the holder of such Certificate shall be entitled to receive in exchange therefor the amount of cash, if any, and the number of whole shares of Parent Common Stock, if any, cash which the aggregate number of shares of Company Common Stock previously represented by such Certificate shall have been converted into the right to receive pursuant to Section 2.01(c) into the right to receive), and the Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of Company Common Stock that which is not registered in the transfer records of the Company, payment of the Merger Consideration may be made to a person other than the person in whose name the Certificate so surrendered is registered, registered if such Certificate shall be properly endorsed or otherwise be in proper form for transfer and the person requesting such 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 or establish to the reasonable satisfaction of Parent that such tax has been paid or is not applicable. Until surrendered as contemplated by this Section 2.022.02(b), each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration into which the shares holder thereof has the right to receive in respect of Company Common Stock theretofore represented by such Certificate have been converted pursuant to Section 2.01(c)this Article II. No interest shall be paid or will accrue on any cash payable upon surrender to holders of any CertificateCertificates pursuant to the provisions of this Article II.

Exchange Procedures. As soon as reasonably practicable after the Effective Time, Acquirer shall cause the Exchange Paying Agent shall to mail to each holder of record of a certificate or certificates (the "Certificates") that immediately prior to the Effective Time represented outstanding representing shares of Company Common Stock whose shares were converted into the right to receive Merger Consideration pursuant to Section 2.01(c(a “Certificate”), (i) a letter of transmittal (which shall specify specifying that delivery of the Certificates shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates (or affidavits of loss in lieu thereof) to the Exchange Agent and shall Paying Agent, such letter of transmittal to be in such customary form and have such other provisions as Parent Acquirer may reasonably specify) specify and (ii) instructions for use in effecting the surrender of the 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 cancelation to the Exchange Agent or to such other agent or agents as may be appointed by Parent, cancellation together with such letter of transmittal, duly completed and validly executed, and such other documents as may reasonably be required requested by the Exchange Paying Agent, the holder of such Certificate shall be entitled to receive in exchange therefor the amount of cash, if any, and the number of whole shares of Parent Common Stock, if any, which the aggregate number of shares of Company Common Stock previously represented by Merger Consideration that such Certificate shall have been converted holder is entitled to receive pursuant to Section 2.01(c) into the right to receivethis Article II, and the Certificate so surrendered shall forthwith be canceled; provided that in no event will a holder of a Certificate be entitled to receive the Merger Consideration if 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 Certificates. In the event of a transfer of ownership of Company Common Stock that is not registered in the transfer records of the Company, payment may be made issued to such a person other than the person in whose name transferee if the Certificate so surrendered formerly representing such Company Common Stock is registeredpresented to the Paying Agent, if accompanied by all documents required to evidence and effect such Certificate shall be properly endorsed or otherwise be in proper form for transfer transfer, and the person Person requesting such payment shall pay issuance pays any transfer or other taxes required by reason of the such payment to a person Person other than the registered holder of such Certificate or establish establishes to the satisfaction of Parent Acquirer and the Company that such tax has been paid or is not applicable. Until surrendered For the purposes of this Agreement, the 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 contemplated by this defined in Section 2.0213(d)(3) of the Securities Exchange Act of 1934, each Certificate shall be deemed at any time after as amended (including the Effective Time to represent only rules and regulations promulgated thereunder, the right to receive upon such surrender the Merger Consideration into which the shares of Company Common Stock theretofore represented by such Certificate have been converted pursuant to Section 2.01(c“Exchange Act”). 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 Exchange Paying Agent shall mail to each holder of record of a certificate Certificate, other than Parent, the Company and any Subsidiary of Parent 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)Company, (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon actual delivery of the Certificates to the Exchange Paying Agent and shall be in such a form and have such other provisions as Parent may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the Merger Consideration. Upon surrender of a Certificate for cancelation cancellation to the Exchange Paying Agent or to such other agent or agents as may be appointed by Parentthe Surviving Corporation, together with such letter of transmittal, duly executed, and such other documents as may reasonably be required by the Exchange Paying Agent, the holder of such Certificate shall be entitled to receive in exchange therefor the amount of cash, if any, and the number of whole shares of Parent Common Stock, if any, cash into which the aggregate number of shares of Company Common Stock previously Shares theretofore represented by such Certificate shall have been converted pursuant to Section 2.01(c) into the right to receive2.5, and the Certificate Certificates so surrendered shall forthwith be canceledcancelled. In No interest will be paid or will accrue on the event cash payable upon the surrender of a transfer of ownership of Company Common Stock that any Certificate. If payment is not registered in the transfer records of the Company, payment may to be made to a person or entity other than the person or entity in whose name the Certificate so surrendered is registered, if it shall be a condition of payment that such Certificate shall be properly endorsed or otherwise be in proper form for transfer and that the person or entity 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 Parent the Surviving Corporation that such tax has been paid or is not applicable. Until surrendered as contemplated by this Section 2.022.6, each Certificate (other than Certificates representing Dissenting Shares and Certificates representing any Shares owned by Parent or any Subsidiary of Parent) shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration amount of cash, without interest, into which the shares of Company Common Stock Shares theretofore represented by such Certificate shall have been converted pursuant to Section 2.01(c2.5. Notwithstanding the foregoing, none of the Paying Agent, the Surviving Corporation or any 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, escheat or similar laws. Any portion of the Exchange Fund that remains unclaimed by the stockholders of the Company for six months after the Effective Time shall be repaid to the Surviving Corporation (including, without limitation, all interest and other income received by the Paying Agent in respect of all such funds). No interest 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 general creditors thereof with respect to any Merger Consideration that may be paid or accrue on any cash payable upon due surrender of any Certificatethe Certificates held by them, without interest.

Exchange Procedures. As soon as reasonably practicable after the Effective Time, Purchaser shall cause the Exchange Paying Agent shall to mail to each holder of record of a certificate or certificates (the "Certificates") that which immediately prior to the Effective Time represented outstanding shares of Company Common Stock Shares (the "Certificates") whose shares Shares were converted into the right to receive the Merger Consideration pursuant to Section 2.01(c)the terms of the Certificate of Merger, (i) a letter of transmittal (which shall specify that delivery shall be effectedeffective, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Paying Agent and shall be in such form and have such other provisions not inconsistent with this Agreement as Parent Purchaser may reasonably specify) and (ii) instructions for use in effecting the surrender of surrendering the Certificates in exchange for payment of the Merger Consideration. Upon surrender of a Certificate for cancelation cancellation to the Exchange Agent or to such other agent or agents as may be appointed by ParentPaying Agent, together with such letter of transmittal, duly executed, and such other documents as may reasonably be required by the Exchange Paying Agent, Purchaser shall cause the Paying Agent to pay to the holder of such Certificate shall be entitled to receive in exchange therefor the amount of cash, if any, and the number of whole shares of Parent Common Stock, if any, which the aggregate number of shares of Company Common Stock previously represented by such Certificate shall have been converted pursuant to Section 2.01(c) into the right to receiveMerger Consideration, and the Certificate so surrendered shall forthwith be canceled. In the event of a transfer surrender of ownership of Company Common Stock that is a Certificate representing Shares which are not registered in the transfer records of the CompanyCompany 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, 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 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 the Paying Agent that such tax Tax has been paid or is not applicable. Until surrendered as contemplated by this Section 2.023.2, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration into which the shares holder thereof has the right to receive in respect of Company Common Stock theretofore represented by such Certificate have been converted pursuant to the provisions of this Section 2.01(c)3. No interest shall be paid or will accrue on any cash the Merger Consideration payable upon surrender to holders of any CertificateCertificates pursuant to the provisions of this Section 3.

Exchange Procedures. As soon as reasonably practicable after the Effective Time, the Exchange Paying 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), Book Entry Shares (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates a Certificate shall pass, only upon delivery of the Certificates Certificate to the Exchange Paying Agent and, in the case of Book Entry Shares, delivery shall be effected and risk of loss and title shall pass only upon adherence to the procedures set forth in the letter of transmittal, and which letter of transmittal shall be in such customary form and have such other provisions as the Parent may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates and Book Entry Shares in exchange for the Merger Consideration. Surrender of any Book Entry Shares shall be effected in accordance with the Paying Agent’s customary procedures with respect to securities represented by book entry. Upon surrender of a Certificate or Book Entry Shares for cancelation cancellation to the Exchange Paying Agent or to such other agent or agents as may be appointed by the Parent, together with such letter of transmittal, duly completed and properly executed, and such other documents as may reasonably be required by the Exchange Paying Agent, the holder of such Certificate or Book Entry Shares shall be entitled to receive in exchange therefor the an amount of cash, if any, and cash equal to the number of whole shares of Parent Common Stock, if any, which Merger Consideration that such holder has the aggregate number of shares of Company Common Stock previously represented by such Certificate shall have been converted right to receive pursuant to Section 2.01(c) into the right to receive3.1(a)(iii), and the Certificate or Book Entry Shares so surrendered shall forthwith be canceledcancelled. In the event of a transfer of ownership of shares of Company Common Stock that is not registered in the stock transfer records of the Company, payment may be made to a person other than the person in whose name the Certificate or Book Entry Shares so surrendered is registeredor are registered if, if in the case of a Certificate, such Certificate shall be properly endorsed or otherwise be in proper form for transfer, or, in the case of Book Entry Shares, the person in whose name such Book Entry Shares are registered shall have delivered to the Paying Agent instruments of transfer and in such form as the Paying Agent may require in accordance with its customary procedures for the transfer for securities represented by book entry, and, in each case, the person requesting such payment shall pay any transfer or other taxes Taxes required by reason of the payment to a person other than the registered holder of such Certificate or Book Entry Shares or establish to the satisfaction of the Parent that such tax Tax has been paid or is not applicable. Until surrendered as contemplated by this Section 2.023.2, each Certificate and all Book Entry Shares shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration amount of cash, without interest, into which the shares of Company Common Stock theretofore formerly represented by such Certificate or Book Entry Shares have been converted pursuant to Section 2.01(c3.1(a)(iii). No interest shall be paid or shall accrue on any the cash payable upon surrender of any CertificateCertificate or Book Entry Shares.

Exchange Procedures. As soon as reasonably practicable after following the Effective Time (but in no event later than five (5) business days following the Effective Time), Parent shall cause the Exchange Agent shall to mail to each holder of record (as of the Effective Time) of a certificate or certificates (the "Certificates") that 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 2.01(c), 1.6(c)(i) or Company Options whose Options were converted into the right to receive cash as provided in Section 1.6(d): (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates or Options shall pass, only upon delivery of the Certificates or Options to the Exchange Agent and shall be in such form and have such other provisions as Parent may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates or Options in exchange for cash constituting the Merger Consideration. Upon surrender of a Certificate Certificates or Options for cancelation cancellation to the Exchange Agent or to such other agent or agents as may be appointed by Parent, together with such letter of transmittal, duly executed, completed and validly executed in accordance with the instructions thereto and such other documents as may reasonably be required by the Exchange Agent, the holder of record of such Certificate Certificates or Options shall be entitled to receive in exchange therefor the amount of cash, if anycash as provided in Section 1.6, and the number of whole shares of Parent Common Stock, if any, which the aggregate number of shares of Company Common Stock previously represented by such Certificate shall have been converted pursuant to Section 2.01(c) into the right to receive, and the Certificate Certificates or Options so surrendered shall forthwith be canceled. Subject to the terms and conditions of this Article I, Parent shall cause the Exchange Agent to pay the Merger Consideration as provided in Section 1.6. Parent shall not take any action that would prevent the Exchange Agent from making payment of the Merger Consideration in accordance with its customary procedures. In the event of a transfer of ownership of Company Common Stock that is not registered in the stock transfer records books of the Company, payment of the Merger Consideration in exchange therefore may be made to a person other than the person in whose name the Certificate so surrendered is registered, registered if such Certificate shall be properly endorsed or otherwise be in proper form for transfer 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 reasonable satisfaction of Parent the Surviving Corporation that such tax has been paid or is not applicable. Until surrendered as contemplated by this Section 2.02so surrendered, each Certificate shall outstanding Certificates or Options will be deemed at any time from and after the Effective Time Time, for all corporate purposes, to represent only evidence the right to receive upon such surrender ownership of the Merger Consideration cash as provided in Section 1.6 into which the such shares of Company Common Stock theretofore represented by such Certificate or Options shall have been converted pursuant to Section 2.01(c). No interest shall be paid or accrue on any cash payable upon surrender of any Certificateso converted.

Exchange Procedures. As soon as reasonably practicable after the Effective Time, Parent shall cause the Exchange Agent shall to mail to each holder of record of a certificate or certificates (the "Certificates") that certificates, which immediately prior to the Effective Time represented outstanding shares of Company Common Stock Shares (the "Certificates"), whose shares Shares were converted pursuant to Section 2.6(c) into the right to receive Merger Consideration pursuant to Section 2.01(c), the Per Share Amount (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Agent and shall be in such form and have such other provisions as Parent may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for Merger Considerationpayment of the Per Share Amount. Upon surrender of a Certificate for cancelation cancellation to the Exchange Agent or to such other agent or agents as may be appointed by Parent, together with such letter of transmittal, duly executed, and such other documents as may reasonably be required by Parent shall cause the Exchange Agent, Agent to pay to the holder of such Certificate shall be entitled to receive in exchange therefor the amount of cash, if any, and the number of whole shares of Parent Common Stock, if any, which the aggregate number of shares of Company Common Stock previously Per Share Amount for each share formerly represented by such Certificate shall have been converted pursuant to Section 2.01(c) into the right to receive, and the Certificate so surrendered shall forthwith be canceledcancelled. In the event of a transfer of ownership of Company Common Stock that If payment is not registered in the transfer records of the Company, payment may to be made to a person Person other than the person Person in whose name the surrendered Certificate is registered, it shall be a condition of payment that the Certificate so surrendered is registered, if such Certificate shall be properly endorsed or shall be otherwise be in proper form for transfer and that the person Person requesting such payment shall pay have paid any transfer or and any other taxes required by reason of the payment to a person Person other than the registered holder of such the Certificate surrendered or establish shall have established to the satisfaction of Parent the Surviving Corporation that such tax either has been paid or is not applicable. Until surrendered as contemplated by this Section 2.022.7(b), each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration into Per Share Amount in cash as contemplated by Section 2.6(c). The right of any stockholder to receive the Per Share Amount shall be subject to and reduced by any applicable withholding obligation. After the Effective Time, there shall be no further transfer on the records of the Company or its transfer agent of Certificates which the shares of Company Common Stock theretofore represented by such Certificate have been converted pursuant to Section 2.01(c)this Agreement into the right to receive the Per Share Amount, and if such Certificates are presented to the Company for transfer, they shall be canceled against delivery of the Per Share Amount. No interest shall will be paid or will accrue on any cash payable upon the surrender of any Certificatea Certificate which immediately before the Effective Time represented outstanding Shares.

Exchange Procedures. (a) Not less than one (1) business day prior to the Closing Date, Buyer shall deposit, or shall cause to be deposited, with a bank, trust company, transfer agent and registrar or other similar entity selected by Buyer and reasonably satisfactory to Seller (the “Paying Agent”), for the benefit of the holders of Certificates, an aggregate amount of cash sufficient to pay the aggregate Merger Consideration payable under Section 2.1(a) (such cash being hereinafter referred to from and after the Effective Time as the “Exchange Fund”). In the event the Exchange Fund shall be insufficient to make all such payments, Buyer shall promptly deposit, or cause to be deposited, additional funds with the Paying Agent in an amount that is equal to the deficiency in the amount of funds required to make such payments. No shareholder of Seller will have any right or interest in the Exchange Fund unless and until the Effective Time occurs and the shareholder satisfies the requirements of this Section 2.2. (b) As soon promptly as reasonably practicable after following the Effective Time, but in no event later than five (5) business days thereafter, and provided that Seller has delivered, or caused to be delivered, to the Exchange Paying Agent all information which is necessary for the Paying Agent to perform its obligations as specified herein, the Paying Agent shall mail to each holder of record of a certificate Certificate or certificates (Certificates, a form of letter of transmittal and instructions for use in effecting the "Certificates"surrender of the Certificates in exchange for the Merger Consideration into which the shares represented by such Certificate or Certificates shall have been converted pursuant to Section 2.1(a) that immediately of this Agreement. The letter of transmittal shall be prepared by Buyer, which shall be subject to the reasonable approval of Seller, 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 (and which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Agent and shall be in such form and have such other provisions as Parent may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for Merger ConsiderationPaying Agent. Upon proper surrender of a Certificate or Certificates for cancelation exchange and cancellation to the Exchange Agent or to such other agent or agents as may be appointed by ParentPaying Agent, together with such properly completed letter of transmittal, duly executed, and such other documents as may reasonably be required by the Exchange Agent, the holder of such Certificate or Certificates shall be entitled to receive in exchange therefor the therefor, as applicable, a check representing that amount of cash, if any, and the number of whole shares of Parent Common Stock, if any, cash to which the aggregate number such former holder of shares of Company Common Stock previously represented by such Certificate shall have been converted become entitled pursuant to Section 2.01(c) into this Agreement in respect of the right Certificate or Certificates surrendered pursuant to receivethis Agreement, and the Certificate or Certificates so surrendered shall forthwith be canceled. In the event of a transfer of ownership of Company Common Stock that is not registered in the transfer records of the Company, 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 Parent that such tax has been paid or is not applicablecancelled. Until surrendered as contemplated by this Section 2.022.2(b), each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive receive, upon such surrender surrender, the Merger Consideration into which the shares of Company Common Stock theretofore represented by such Certificate have been converted pursuant to Section 2.01(c)Consideration. No interest shall be paid or accrue accrued on any cash payable constituting the Merger Consideration. (c) The stock transfer books of Seller shall be closed immediately upon surrender the Effective Time and from and after the Effective Time there shall be no transfers on the stock transfer records of Seller of any shares of Seller Common Stock. If, after the Effective Time, Certificates are presented to Buyer, 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 2.2. (d) The Paying Agent or Buyer, as the case may be, shall not be obligated to deliver cash to which a holder of Shares would otherwise be entitled as a result of the Merger until such holder surrenders the Certificate or Certificates representing the Shares for exchange as provided in this Section 2.2, or an appropriate affidavit of loss and indemnity agreement and/or a bond in an amount as may be required in each case by the Paying Agent or Buyer. (e) Any portion of the Exchange Fund that remains unclaimed by the shareholders of Seller for twelve (12) months after the Effective Time (as well as any interest or proceeds from any investment thereof) shall be delivered by the Paying Agent to Buyer. Any shareholder of Seller who has not theretofore complied with this Section 2.2 shall thereafter look only to Buyer for the Merger Consideration deliverable in respect of each Certificate or Certificates representing the shares such shareholder holds as determined pursuant to this Agreement, in each case without any interest being paid or accrued on any cash constituting the Merger Consideration. If any outstanding Certificate or Certificates for one or more shares is not surrendered or the payment of the Merger Consideration attributable to such Seller Common Stock is not claimed prior to the date on which such cash would otherwise escheat to or become the property of any governmental unit or agency, the unclaimed Merger Consideration shall, to the extent permitted by abandoned property, escheat and any other applicable law, become the property of Buyer (and to the extent not in its possession shall be delivered to it), free and clear of all claims or interest of any Person previously entitled to such property. Neither the Paying Agent nor any party to this Agreement shall be liable to any holder of Shares represented by any Certificate for any consideration paid to a public official pursuant to applicable abandoned property, escheat or similar laws. Buyer and the Paying Agent shall be entitled to rely upon the share transfer books of Seller to establish the identity of those Persons entitled to receive the Merger Consideration specified in this Agreement, which books shall be conclusive with respect thereto. In the event of a dispute with respect to ownership of any Shares represented by any Certificate, Buyer and the Paying Agent shall be entitled to deposit any Merger Consideration represented thereby in escrow with an independent third party and thereafter be relieved with respect to any claims thereto. (f) Buyer (through the Paying Agent, if applicable) shall be entitled to deduct and withhold from any amounts otherwise payable pursuant to this Agreement to any holder of Shares such amount as Buyer is required to deduct and withhold under applicable law. Any amount so deducted and withheld shall be treated for all purposes of this Agreement as having been paid to the holder of Shares in respect of which such deduction and withholding was made by Buyer. (g) If any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming such Certificate to be lost, stolen or destroyed and the posting by such person of a bond in such amount as the Paying Agent may reasonably direct as indemnity against any claim that may be made against it with respect to such Certificate, the Paying Agent will issue in exchange for such lost, stolen or destroyed Certificate the Merger Consideration deliverable in respect thereof.

Exchange Procedures. As soon as reasonably practicable after the Effective Time, the Exchange Agent shall mail to each holder of record of a 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)2.01, (i) a letter of transmittal (which (A) shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Agent and Agent, (B) shall be in such form and have such other provisions as Parent may reasonably specifyspecify and (C) shall be in a form to be reasonably agreed upon by Parent and the Company) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for Merger Consideration. Upon surrender of a Certificate for cancelation to the Exchange Agent or to such other agent or agents as may be appointed by ParentAgent, together with such letter of transmittal, duly 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 the amount of cash, if any, and the a certificate representing that number of whole shares of Parent Common Stock, if any, which the aggregate number Stock (together with cash in lieu of shares of Company Common Stock previously represented by fractional shares) that such Certificate shall have been converted pursuant to Section 2.01(c) into holder has the right to receivereceive pursuant to the provisions of this Article II, and the Certificate so surrendered shall forthwith be canceled. Until such 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 entitled to vote on any matter. In the event of a transfer of ownership of Company Common Stock that is not registered in the transfer records of the Company, payment a certificate representing the appropriate number of shares of Parent Common Stock may be made issued to a person other than the person in whose name the Certificate so surrendered is registered, if such Certificate shall be properly endorsed or otherwise be in proper form for transfer and the person requesting such payment shall pay any transfer or other taxes required by reason of the payment issuance of shares of Parent Common Stock to a person other than the registered holder of such Certificate or establish to the satisfaction of Parent that such tax has been paid or is not applicable. Until surrendered as contemplated by this Section 2.02, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration into which the shares of Company Common Stock theretofore represented as contemplated by such Certificate have been converted pursuant to this Section 2.01(c)2.02. 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 Exchange Agent shall mail to each holder of record of a 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)) who did not complete an Form of Election pursuant to Section 2.03, (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Agent and shall be in such form and have such other provisions as Parent may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for Merger Consideration. Upon surrender of a Certificate for cancelation cancellation to the Exchange Agent or to such other agent or agents as may be appointed by Parent, together with such letter of transmittal, duly 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 the amount of cash, if any, and the number of whole shares of Parent Common Stock, if any, into which the aggregate number of shares of Company Common Stock previously represented by such Certificate shall have been converted pursuant to Section 2.01(c) into the right to receive), and the Certificate so surrendered shall forthwith be canceled. Thereafter, such holder shall be treated as a holder of Parent Common Stock for purposes of voting or quorum for any meeting of the stockholders of Parent. In the event of a transfer of ownership of Company Common Stock that is not registered in the transfer records of the Company, payment may be made 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 Parent that such tax has been paid or is not applicable. Until surrendered as contemplated by this Section 2.02, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration into which the shares of Company Common Stock theretofore represented by such Certificate have 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 Exchange Agent shall mail to each holder of record of a certificate or certificates (the "Certificates") that which immediately prior to the Effective Time represented outstanding shares of Company Target Common Stock (the "Certificates") whose shares were converted into the right to receive the Merger Consideration pursuant to Section 2.01(c)2.01, (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Agent and shall be in such form and have such other provisions as Parent and Target may reasonably specify) and (ii) instructions for use in effecting the surrender of surrendering the Certificates in exchange for the Merger Consideration. Upon surrender of a Certificate for cancelation to the Exchange Agent or to such other agent or agents as may be appointed by ParentAgent, together with such letter of transmittal, duly 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 the amount of cash, if any, and the a certificate representing that number of whole shares of Parent Common Stock, if any, Stock which the aggregate number of shares of Company Common Stock previously represented by such Certificate shall have been converted pursuant to Section 2.01(c) into holder has the right to receivereceive pursuant to the provisions of this Article II and certain dividends or other distributions in accordance with Section 2.02(c), and the Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of Company Target Common Stock that which is not registered in the transfer records of Target, a certificate representing the Company, payment proper number of shares of Parent Common Stock may be made issued to a person other than the person in whose name the Certificate so surrendered is registered, registered if such Certificate shall be properly endorsed or otherwise be in proper form for transfer and the person requesting such payment issuance shall pay any transfer or other taxes required by reason of the payment issuance of shares of Parent Common Stock to a person other than the registered holder of such Certificate or establish to the satisfaction of Parent that such tax has been paid or is not applicable. Until surrendered as contemplated by this Section 2.022.02(b), each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration into which the shares to be issued in consideration therefor upon surrender of Company Common Stock theretofore represented by such Certificate have been converted pursuant to certificate in accordance with this Section 2.01(c)2.02. No interest shall be paid or will accrue on any cash payable upon surrender to holders of any CertificateCertificates pursuant to the provisions of this Article II.

Exchange Procedures. As soon as reasonably practicable after the Effective Time, Parent shall cause the Exchange Paying Agent shall to mail to each holder of record of a certificate or certificates (the "Certificates") that immediately prior to the Effective Time represented outstanding Certificate whose shares of Company Common Stock whose shares were converted into the right to receive the Merger Consideration pursuant to Section 2.01(c), (i) a form of letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates held by such person shall pass, only upon proper delivery of the Certificates to the Exchange Paying Agent and which shall be in such customary form and have such other provisions as Parent may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the Merger Consideration. Upon surrender Each holder of record of a Certificate for cancelation shall, upon surrender to the Exchange Paying Agent or to of such other agent or agents as may be appointed by ParentCertificate, together with such letter of transmittal, duly executed, and such other documents as may reasonably be required by the Exchange Paying Agent, the holder of such Certificate shall be entitled to receive in exchange therefor the amount of cash, if any, and the number of whole shares of Parent Common Stock, if any, cash which the aggregate number of shares of Company Common Stock previously represented by such Certificate shall have been converted into the right to receive pursuant to Section 2.01(c) into the right to receive), and the Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of Company Common Stock that which is not registered in the transfer records of the Company, payment of the Merger Consideration may be made to a person other than the person in whose name the Certificate so surrendered is registeredregistered if, if upon presentation to the Paying Agent, 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 or establish to the reasonable satisfaction of Parent that such tax has taxes have been paid or is are not applicable. Until surrendered as contemplated by this Section 2.022.02(b), each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration into which the shares holder thereof has the right to receive in respect of Company Common Stock theretofore represented by such Certificate have been converted pursuant to Section 2.01(c)this Article II. No interest shall be paid or will accrue on any cash payable upon surrender to holders of any CertificateCertificates pursuant to the provisions of this Article II.

Exchange Procedures. As soon as reasonably practicable ------------------- after the Effective Time, Parent shall cause the Exchange Paying Agent shall to mail to each holder of record of a certificate or certificates (the "Certificates") that which immediately prior to the Effective Time represented outstanding shares of Company Common Stock Shares (the "Certificates") whose shares Shares were con converted into the right to receive the Merger Consideration pursuant to Section 2.01(c)2.4, (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Paying Agent and shall be in such form and have such other provisions not inconsistent with this Agreement as Parent may reasonably specify) and (ii) instructions for use in effecting the surrender of surrendering the Certificates in exchange for payment of the Merger Consideration. Upon surrender of a Certificate for cancelation cancellation to the Exchange Agent or to such other agent or agents as may be appointed by ParentPaying Agent, together with such letter of transmittal, duly executed, and such other documents as may reasonably be required by the Exchange Paying Agent, Parent shall cause the Paying Agent to pay to the holder of such Certificate shall be entitled to receive in exchange therefor the amount of cash, if any, and the number of whole shares of Parent Common Stock, if any, which the aggregate number of shares of Company Common Stock previously represented by such Certificate shall have been converted pursuant to Section 2.01(c) into the right to receiveMerger Consideration, and the Certificate so surrendered shall forthwith be canceledcancelled. In the event of a transfer surrender of ownership of Company Common Stock that is a Certificate representing Shares which are not registered in the transfer records of the CompanyCompany under the name of the Person surrendering such Certificate, payment may be made to a person Person other than the person Person in whose name the Certificate so surrendered is registered, registered if such Certificate shall be properly endorsed or otherwise be in proper form for transfer and the person Person requesting such payment shall pay any transfer or other taxes Taxes required by reason of the payment to a person Person other than the registered holder of such Certificate or establish to the satisfaction of Parent the Paying Agent that such tax has been paid or is not applicable. Until surrendered as contemplated by this Section 2.022.5, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration into which the shares holder thereof has the right to receive in respect of Company Common Stock theretofore represented by such Certificate have been converted pursuant to Section 2.01(c)the provisions of this Article II. No interest shall be paid or will accrue on any cash the Merger Consideration payable upon surrender to holders of any CertificateCertificates pursuant to the provisions of this Article II.